ATIS-AnnualReport2009 (2.6MB)

ATIS CORPORATION BERHAD
(446118-T)
Bridging New Partnerships
Annual Report Dec’ 2009
Incorporated in Malaysia under the Companies Act, 1965
Wisma KVC, Lot 3, Jalan P10/12

Kawasan Perusahaan Bangi
43650 Bandar Baru Bangi
DEC’ 2009
Selangor Darul Ehsan, Malaysia
Annual Report
603-8925 2828
603-8926 8976
Cover Rationale
Famille verte dish/wooden

stand/blue sky/mountains
Depicted in the cover is a piece of exquisite Chinese Porcelain from
Kangxi Dynasty period. To the undiscerning, this valuable porcelain
treasure which is about 300-years old is just another porcelain dish
with little value. But in the hands of experts or discerning collectors,
it is a treasure with hidden value, waiting to be discovered and its
optimum investment value waiting to be unlocked. This exemplifies
what we at ATIS do i.e. bridging our business partners to achieve
our collective maximum potential together and in doing so, unlocking
our value together.
Annual Report
December 2009
Contents
2 Corporate Information
3 Corporate Structure
4 Five-Year Group Financial Review
5 Corporate Profile
6 Board of Directors
9 Chairman’s Statement & Review of Operations
11 Corporate Governance Statement
19 Corporate Social Responsibility
20 Statement on Internal Control
22 Audit Committee Report
27 Financial Statements
91 Directors’ Responsibility Statement
92 List of Properties Held
93 Additional Compliance Information
95 Analysis of Shareholdings
98 Corporate Directory
102 Notice of Annual General Meeting
104 Statement Accompanying the Notice of Annual General Meeting
• Proxy Form
Corporate Vision
To be A TOTAL INDUSTRIAL SUPPLIER IN MALAYSIA and the REGION.
Corporate Mission
Commitment To Business
Minimum 20% growth in annual PROFIT.
Commitment To Customers
To be the PREFERRED WORKING PARTNER of all our customers and suppliers.
Commitment To Employees
To provide for all our employees EQUAL, PERFORMANCE and REWARD-DRIVEN
career development opportunities under one “Big-Family”.
Commitment To Shareholders
To deliver to all our shareholders a high-growth business of VALUE, RESILIENCE
and GOOD RETURN ON INVESTMENT.
1
Atis Corporation Berhad
December 2009 Annual report
Corporate
Information
Board of Directors AUDIT AND NOMINATION REGISTRAR

Chairman and Senior Independent
COMMITTEEs Tricor Investor Services Sdn Bhd
Non-Executive Director Chairman (Formerly known as Tenaga Koperat Sdn Bhd)
Mej Jen (Rtd) Dato’ Haji Fauzi Bin Level 17, The Gardens North Tower
Mej Jen (Rtd) Dato’
Hussain Mid Valley City, Lingkaran Syed Putra
Haji Fauzi Bin Hussain
59200 Kuala Lumpur
Member Wilayah Persekutuan
Group Managing Director Too Kok Thai Malaysia
Chen Khai Voon Member Tel No. : 603 – 2264 3883
Lim Beng Guan Fax No. : 603 – 2282 1886
Executive Director
Yee Kim Yuen

REMUNERATION COMMITTEE AUDITORS
Lee Kok Keong
Chairman MESSRS MAZARS
Sa Chee Peng
Lim Beng Guan Chartered Accountants
Chew Kuan Fah Wisma Selangor Dredging
Member 7th Floor, South Block
Independent Non-Executive Director Mej Jen (Rtd) Dato’ Haji Fauzi Bin 142-A, Jalan Ampang
Hussain 50450 Kuala Lumpur
Hamidon Bin Abdullah
Wilayah Persekutuan
Member
Too Kok Thai Malaysia
Too Kok Thai
Tel No. : 603 – 2161 5222
Non-Independent Non-Executive Director Fax No. : 603 – 2161 3909
Lim Beng Guan COMPANY SECRETARy
Wong Chooi Fun (MAICSA 7027549)
PRINCIPAL BANKERS
HSBC Bank Malaysia Berhad
REGISTERED OFFICE United Overseas Bank (Malaysia) Berhad
Wisma KVC, Lot 3, Jalan P10/12
Standard Chartered Bank Malaysia Berhad
43650 Bandar Baru Bangi CIMB Bank Berhad
Selangor Darul Ehsan
Malaysia AmBank (M) Berhad
Tel No. : 603 – 8925 2828 Bank of Tokyo Mitsubishi USJ Malaysia
Berhad
Fax No. : 603 – 8926 8976
Malayan Banking Berhad
RHB Bank Berhad
INVESTOR RELATIONS
ZJ Advisory Sdn Bhd
Suite 22B, 22nd Floor STOCK EXCHANGE LISTING
Sunway Tower
Main Market of Bursa Malaysia Securities
86, Jalan Ampang
Berhad
50450 Kuala Lumpur
Wilayah Persekutuan Listed on 7 August 2002
Malaysia
Stock Name : Atis
Tel No. : 603 – 2032 2328
Fax No. : 603 – 2032 1328 Stock Code : 5055
Sector : Trading/Service
WEBSITE
www.atis.com.my
2
w w w. a t i s . c o m . m y
Corporate
Structure as at 22 April 2010
100% KVC Electrical Components Sdn Bhd
64% KVC Industrial Supplies 100% KVC Industries Sdn Bhd

Sdn Bhd
100% TSA Industries (Melaka) Sdn Bhd 100% KVC Connectors Sdn Bhd
100% TSA Industries (Negeri Sembilan) 100% KVC Industrial Supplies (Johor) Sdn Bhd
Sdn Bhd
100% TSA Industries Sdn Bhd 100% KVC Industrial Supplies (Kuantan) Sdn Bhd
100% TSA Industries (Penang) Sdn Bhd
100% KVC Industrial Supplies (Melaka) Sdn Bhd

100% TSA Industries (Johor) Sdn Bhd
100% KVC Industrial Supplies (N.S.) Sdn Bhd
100% ATIS Properties Sdn Bhd 100% TSA Industries (Ipoh) Sdn Bhd
(FKA: R & R Industrial Products 100% KVC Industrial Supplies (Penang) Sdn Bhd
(Johor Bahru) Sdn Bhd)
100% TSA Industries (Shah Alam) Sdn Bhd 100% KVC Industrial Supplies (Perak) Sdn Bhd
100% TSA East Malaysia Sdn Bhd 100% KVC Installation Material Store Sdn Bhd
(FKA: TSA Industries (Sabah) Sdn Bhd)
20% United Power Holdings Sdn Bhd

(FKA: Kimpress Holdings Sdn Bhd) 100% R & R Industrial Products (M) Sdn Bhd
100% TSA Auto Parts Sdn Bhd
100% KVC Maritime Supplies And Engineering Sdn Bhd

100% TSA Servicing Centre Sdn Bhd
100% GEIC Technology Sdn Bhd
100% Elkom Transformer Components 100% TSA Pipes Manufacturing Sdn Bhd
Marketing Sdn Bhd 100% Alliance Motors And Drives Sdn Bhd
100% One Choice Protection Film Sdn Bhd 100% Flexmodus Sdn Bhd
100% Mitra Bintang Sdn Bhd 100% Cotel Precision Industries Sdn Bhd
60% ATIS Porcelain (HK) Limited

(Incorporated in Hong Kong) 100% KVC Controls & Automation Sdn Bhd
100% TSA Industries Middle East FZ-LLC
(Incorporated in Ras Al Khaimah,
United Arab Emirates)
90% AZ Master (M) Sdn Bhd 100% AZ Master International
Co. Ltd
100% TSA Industries (SEA) Pte Ltd (Incorporated in Hong Kong)
(Incorporated in Singapore)
70% Allied Fluid Engineering Sdn Bhd 100% AZ Master International
(Shenzhen) Pte Ltd
(Incorporated in People’s Republic of China)
80% Pressto Asia Sdn Bhd 60% Pressto Singapore Pte Ltd
(Incorporated in Singapore) 51.22% Li Tech Switchgear (M) Sdn Bhd
90% PT Cable Solutions Indonesia
(Incorporated in Indonesia)
70% Cable Solutions (SEA) Pte Ltd
(Incorporated in Singapore)
49% Cable Solutions (Thailand) Co., Ltd
(Incorporated in Thailand)
60% PT Fanah Jaya Maindo
39.94% Genetec Technology Berhad (Incorporated in Indonesia)
49% KVC Industrial Supplies (Thailand) Co., Ltd

(Incorporated in Thailand)
30.28% Mutiara Goodyear

Development Berhad
3
Five-Year Group
Financial Review
31.03.2006 31.03.2007 31.03.2008 31.03.2009 31.12.2009
RM’000 RM’000 RM’000 RM’000 RM’000
Revenue 406,627 454,243 529,104 497,831 354,746
Profit before interest, depreciation and taxation 40,462 39,952 48,537 49,847 67,209
Interest expense (3,605) (5,360) (6,771) (6,619) (3,156)
Interest income 120 253 832 786 239
Depreciation and amortisation (6,202) (4,578) (5,110) (7,041) (3,907)
Profit before taxation and minority shareholders’ interests 30,775 30,267 37,488 36,973 60,385
Taxation (7,666) (8,929) (9,872) (4,439) (6,183)
Profit after taxation but before minority shareholders’ interests 23,109 21,338 27,616 32,534 54,202
Minority shareholders’ interests (934) (450) (523) (2,355) (2,299)
Profit after taxation and minority shareholders’ interests 22,175 20,888 27,093 30,179 51,903
Gross earnings per share (sen) 19.38# 19.06# 23.61# 24.14# 41.14#
Net earnings per share (sen) 13.97# 13.15# 17.06# 19.70# 35.36#
Dividends:
Rate (%) 10% – – – –
Amount (net of tax) 5,716 – – – –
# C
omputed based on the weighted average number of ordinary shares of 158,787,731, 158,793,100, 158,793,100,
153,165,000 and 146,778,000, year ended 31 March 2006, 31 March 2007, 31 March 2008, 31 March 2009 and nine
months period ended 31 December 2009 respectively.
PROFIT BEFORE
TAXATION AND MINORITY NET EARNINGS
REVENUE SHAREHOLDERS’ INTERESTS PER SHARE
(RM’000) (RM’000) (sen)
406,627
454,243
529,104
497,831
354,746
30,775
30,267
37,488
36,973
60,385
13.97
13.15
17.06
19.70
35.36
Mar Mar Mar Mar Dec Mar Mar Mar Mar Dec Mar Mar Mar Mar Dec
06 07 08 09 09 06 07 08 09 09 06 07 08 09 09
4
Corporate
Profile
ATIS Corporation Berhad (“ATIS”), was incorporated in Malaysia under the Companies Act, 1965 on 8 September 1997 as
a public limited company under the name of KVC Corporation Berhad. On 23 May 2002, its name was changed to ATIS
Corporation Berhad to reflect the Group’s vision of being “A Total Industrial Supplier”. This date also marked the beginning of
ATIS’ corporate journey and on 7 August 2002, ATIS was listed on the Main Board of Bursa Malaysia Securities Berhad.
The ATIS Group’s origin dates back to 1989 when the Group Since its listing in 2002, ATIS began to expand its business
commenced its business of distribution and supply of industrial, regionally in countries like Singapore, Indonesia, China, Hong
electrical and electronic products. Through the implementation Kong and Thailand. ATIS’ strong market position in Malaysia
of a 10-year strategic business plan, the Group has successfully attracted the attention of the France-based global electrical
positioned itself to be the only One-Stop Industrial Supplier founded distributor, Sonepar SA (“Sonepar”). As a result on April 2008,
on a business-to-business (“B2B”) business model of distributing a Sonepar’s subsidiary, Otra Development BV (“Otra”) acquired
broad base of industrial products to a large customer base. 20% equity stake in KVC. This marks a significant milestone for
ATIS as it becomes an associate of an international electrical
ATIS’ unique position in the Industrial Supply chain has been distribution group which has annual turnover of 11.9 billion
built upon a solid distribution infrastructure that is cemented by euros on a proforma basis. Sonepar is represented by over
a team of highly knowledgeable and technical sales personnel, 180 companies operating in 35 countries on five continents. In
nationwide network of branches and upholding of prompt delivery September 2009, Otra acquired additional 16% equity stake in
promise. ATIS plays a pivotal role in communicating and providing KVC, further strengthening the strategic collaboration between
product and technical knowledge to customers for a wide base of Sonepar and ATIS. This also denotes continuous support and
industrial products and components comprising electrical, electronic, confidence by Sonepar in KVC and serves as a catalyst for ATIS
mechanical, pneumatics, specialised direct and indirect materials to strengthen and reinforce its market position in the local and
and automation parts and components. This core business forms regional markets with access into Sonepar’s vast resources and
the foundation of ATIS’ strong recurring income and provides a infrastructure in terms of product range, sourcing and global
platform for continuous growth potential. supplier management.
5
board of
Directors
MEJ JEN (RTD) DATO’

HAJI FAUZI BIN HUSSAIN
Senior Independent Non-executive Director
Age 70 – Malaysian
• Chairman of Board of Directors

• Chairman of Audit Committee
• Chairman of Nomination Committee
• Member of Remuneration Committee
Y. Bhg. Mej Jen (Rtd) Dato’ Haji Fauzi was appointed to the
Board of ATIS Corporation Berhad (“ATIS”) on 6 June 2002.
He is a graduate from the Command and Staff College of
Indonesia and the Joint Services Staff College of Australia. He
has also attended management training courses in South Korea
and the United States of America. Dato’ Haji Fauzi has since
1960, served in the Malaysian Army and the Royal Malaysian
Air Force and held various positions in the command and staff
appointments before retiring in November 1994 as Deputy
Chief of Air Force. He was Joint-Chairman of the Planning
and Execution Committee of air exercises with Thailand and
Indonesia and was also involved in the training and operations
along the border of Malaysia and Thailand. Besides ATIS,
he also sits on the Board of MCM Technologies Berhad, RCE
Capital Berhad and Genetec Technology Berhad (“Genetec”).
Dato’ Haji Fauzi has attended all of the four (4) Board
Meetings held during the financial period from 1 April 2009 to
31 December 2009.
CHEN KHAI VOON

Group Managing Director
Mr Chen was appointed to the Board of ATIS on 28 May

2002. He was subsequently appointed as Group Managing
Director of ATIS on 15 April 2004. He completed his Diploma
in Accounting in 1981 and for the next eight years, gained
experience in both the financial and distribution industries.
In 1989, he founded KVC Electric (M) Sdn Bhd (now known
as KVC Industrial Supplies Sdn Bhd) (“KVC”) and Group
(“KVC Group”). Since then, he changed the industrial supply
landscape and spearheads the KVC Group to be the leading
One-Stop Industrial Supply Provider in Malaysia. Besides ATIS,
he also sits on the Board of Genetec and Mutiara Goodyear
Development Berhad (“Mutiara”).
Mr Chen has attended all of the four (4) Board Meetings held
during the financial period from 1 April 2009 to 31 December
2009.
6
YEE KIM YUEN SA CHEE PENG

EXECUTIVE DIRECTOR EXECUTIVE DIRECTOR
Age 50 – Malaysian Age 40 – Malaysian
Mr Yee was appointed to the Board of ATIS on 15 April Mr Sa was appointed to the Board of ATIS on 6 June
2004. He has vast experience and exposure to the industrial 2002. He graduated from Universiti Pertanian Malaysia
hardware industry. In 1993, he established his industrial with a Bachelor’s Degree in Agriculture Business. Upon his
hardware business by setting up TSA Industries Sdn Bhd graduation in 1994, he joined KVC Electric (Selangor) Sdn
(“TSA”). He is currently the Chairman and Director of TSA Bhd as a Sales Executive and was promoted to the position of
Group. Except for ATIS, he is currently not a director of any Chief Operating Officer of KVC Connectors Sdn Bhd in 1997.
other public company. In 1999, he became the Director of Sales and Marketing of
KVC Group and on 1 March 2003, he was appointed as the
Mr Yee has attended all of the four (4) Board Meetings Managing Director of KVC. Besides ATIS, he also sits on the
held during the financial period from 1 April 2009 to Board of Mutiara as an Alternate Director.
31 December 2009.
Mr Sa has attended all of the four (4) Board Meetings
held during the financial period from 1 April 2009 to
LEE KOK KEONG 31 December 2009.
EXECUTIVE DIRECTOR
CHEW KUAN FAH
Mr Lee was appointed to the Board of ATIS on 28 May 2002. EXECUTIVE DIRECTOR
In 1991, he joined KVC as a Sales Executive. Subsequently Age 45 – Malaysian
in 1995, he was promoted to Branch Manager and in 1999,
he was appointed as the Operations Director of KVC Group. Mr Chew was appointed to the Board of ATIS on 22 November
In January 2004, he was promoted to Regional Development 2006. He graduated with Diploma in Electrical & Electronic
Director of KVC. He is currently an Executive Director of and started his career in marketing of electrical industry
KVC oversees business development as well as management products in 1984. He was appointed as a Sales Manager
of operations of overseas business units within the Industrial of Kompress Cable Accessories Sdn Bhd (now known as
Supply Division. Except for ATIS, he is currently not a director KVC Industries Sdn Bhd) in 1994. He was then promoted as
of any other public company. Executive Director in 1996. In 2002, he became the Sales &
Marketing Director of Thian Soon Industrial Hardware Sdn Bhd
Mr Lee has attended all of the four (4) Board Meetings (now known as TSA) and is currently the Managing Director
held during the financial period from 1 April 2009 to of TSA. Except for ATIS, he is currently not a director of any
31 December 2009. other public company.
Mr Chew has attended all of the four (4) Board Meetings

31 December 2009.
7
board of Directors
HAMIDON BIN ABDULLAH LIM BENG GUAN

INDEPENDENT NON-EXECUTIVE DIRECTOR NON-INDEPENDENT NON-EXECUTIVE DIRECTOR
Age 57 – Malaysian Age 40 – Malaysian
Encik Hamidon was appointed to the Board of ATIS on 6 • Member of Audit Committee
June 2002. He graduated with a Bachelor’s Degree in Applied • Member of Nomination Committee
Mathematics & Computer Science in 1974 and a Master’s • Chairman of Remuneration Committee
Degree in Urban Planning in 1975 from the University of
Adelaide, Australia. Upon graduation in 1975, he started his Mr Lim was appointed to the Board of ATIS on 5 February
career as a System Analyst with the South Australia Highway 2009. He graduated with a Bachelor Degree in Accountancy
Department. After 4 years, he was engaged as an Urban (Hons) from University of Malaya, Malaysia. His previous
Planning Consultant with P.G. Pakpoys & Associates (KL). In experience includes being in the corporate finance department
1983, he joined an architect firm, Hijjas Kasturi & Associates of an investment bank and General Manager of Corporate
as one of its partners. He left after 3 years to start his own Affairs of a public listed company. Beside ATIS, he also sits
business. He is now an established entrepreneur, and is currently on the Board of Mutiara.
the Executive Chairman and controlling shareholder of EP
Manufacturing Berhad (“EPMB”). Besides ATIS, he also sits on Mr Lim has attended three (3) out of four (4) Board Meetings
the Board of EPMB and Mutiara, both as Executive Chairman. held during the financial period from 1 April 2009 to
31 December 2009.
Encik Hamidon has attended all of the four (4) Board Meetings
31 December 2009.
TOO KOK THAI

INDEPENDENT NON-EXECUTIVE DIRECTOR
• Member of Audit Committee

• Member of Nomination Committee
• Member of Remuneration Committee
Mr Too was appointed to the Board of ATIS on 31 January

2009. He graduated with a Bachelor Degree in Accountancy
(Hons) from University of Malaya, Malaysia and is currently
a member of the Malaysian Institute of Accountants Note:
and Malaysian Institute of Certified Public Accountants.
None of the above Directors have:
An accountant by profession, he started his career with
Messrs PricewaterhouseCoopers, where he gained substantial – any family relationship with any
experience in financial management. Before he fully involved other Directors and/or Major
himself in philanthropy activity, he had been engaged as Shareholders of the Company.
financial controller in companies which covered a broad
– any conflict of interest with the
range of industries including manufacturing, trading and multi
Company.
level marketing. Except for ATIS, he is currently not a director
of any other public company. – had conviction for any offence
within the past ten (10) years,
Mr Too has attended all of the four (4) Board Meetings other than for traffic offences.
31 December 2009.
8
Chairman’s Statement
& Review of Operations
On behalf of the Board of Directors of ATIS

Corporation Berhad (“ATIS”), I am pleased to
present the Annual Report and Financial
Statements for the 9-monthS financial period
ended 31 December 2009.
The financial period under review was undoubtedly one of

the most challenging times in the recent history for many
businesses around the globe. Uneven economic recovery
process and uncertainties continue to plague the markets, in
Malaysia and worldwide. Despite this challenging operating
environment, the Group has remained resilient throughout
and recorded revenue of RM354.7 million for the 9-months
financial period. This represents a 11.6% contraction from
the preceding year’s corresponding 3-quarters revenue of
RM401.1 million.
This solid track record and performance and our commitment

in delivering consistent results led to a further investment
of 16% equity stake in KVC (our Industrial Electronic &
Electrical division) by Sonepar. This further solidifies our
partnership with Sonepar, a French-based giant which is the
world’s leading electrical distributor. Over the last 15-months
period of this developing partnership, our Group began to
leverage onto Sonepar’s global platform and vast resources
of sourcing capabilities and market information to further
innovate and expand ourselves into becoming a total supply
chain management. This further boost ATIS leading position in
the market and sharpened our business competitiveness as we
are now able to offer wider range of products and services
to our large customer base of industrial users.
Besides delivering a satisfactory revenue record, our dynamic

management team remained focus in enhancing our business
competitiveness and maintaining our resilience in our Group’s At the corporate development front, with a cash position
core business of Industry Supply. This is strongly reflected in of RM28.3 million from the divestment of another 16%
the Group pretax profit whereby the Group recorded RM60.4 equity stake in KVC to Sonepar, ATIS further strengthened
million with the equity accounted entities contributing to share its equity stake in Mutiara by 23.78% to 30.28%. With this
of profit of RM1.5 million. The RM60.4 million pretax profit is strong equity stake, ATIS through its board and management
inclusive of 2 exceptional items amounting to RM37.9 million representatives in Mutiara has begun to contribute and add
i.e. profit from divestment of another 16% in KVC and negative value to the future and growth of Mutiara. At ATIS, we
goodwill from acquisition of additional 23.78% in Mutiara
believe in striking and nurturing long term partnerships in our
Goodyear Development Berhad (“Mutiara”). The operating
key investments and Mutiara is one of the latest in our stable.
pretax profit excluding the exceptional items amounted to
During the financial period, Mutiara launched 2 projects,
RM22.5 million as compared to only RM15.7 million in the
preceding year. This significant 45% improvement in the MG Point at Mutiara Gombak and Prima Avenue at Dataran
operating pretax profit is mainly due to the turnaround of a Prima Commercial Center. Both commercial developments with
loss position in the Industrial Hardware Division to a pretax gross development value of RM146.6 million were fully sold
profit position of RM9.5 million. The Industry Hardware as at 31 December 2009. Our 30.28% stake in Mutiara
Division regained its competitiveness as commodity prices contributed RM0.8 million (being share of 1-month profit) to
improved steadily over the course of the financial period. the Group’s pretax profit for this financial period.
9
Chairman’s statement & review Of Operations
This investment philosophy of bridging partnerships and We have good track record in bridging new partnerships that
adding value to our investments with our business acumen have led to solid and growth investments for our stakeholders.
and management can be clearly seen in ATIS’ long term We believe our recent investment in Mutiara will be one
investment of 39.94% equity stake in Genetec Technology of those. We also expect stronger performance from our
Berhad (“Genetec”), a company listed on the ACE market of associate company Genetec, which is expected to benefit
Malaysia Stock Exchange. Genetec, an industrial automation from the improved sentiment and demand for its automation
specialist reported a 9-months unaudited pretax profit of machines.
RM1.9 million. This is translated to a pretax profit contribution
of RM0.8 million to ATIS. Looking forward, the Group will strive for sustainable, capital
efficient and profitable growth and will take all the necessary
Besides our strategic associate stake in Mutiara and Genetec, measures and steps to ensure that the Group’s progress
ATIS also has a 20% equity stake investment in United Power remains on track. We are confident that with the commitment
Holdings Sdn Bhd (formerly known as Kimpress Holdings of our people and good business management in place, we
Sdn Bhd) which is in the business of manufacturing and will be able to perform within expectations.
distribution of complete integrated range of transformer
ancillary products. This investment started in December 2008
and whilst its profit contribution to ATIS for this 9-months APPRECIATION
financial period is negligible, we are positive about its 2009 has been a tough and challenging year but it ended
potential as a player to be reckoned with in the product with us achieving satisfactory performance that can only come
segment of transformer ancillaries as we are currently working with commitment, dedication and sacrifice from all levels of
with the world’s biggest producers of transformers and are staff within ATIS. On behalf of the Board, I would like to
looking at penetrating 3 key markets i.e. Asia, Europe and record my deepest appreciation to all our staff as well as the
Middle East. continuing support of all our stakeholders, our shareholders,
customers, bankers, financiers and business associates. I look
forward to a stronger year ahead and am pleased with the
OUTLOOK good stewardship of the dynamic and capable management
2010 began with some positive signs of improvement in of my fellow executive directors and management of ATIS.
the world economy and a forecast GDP growth of 4.5% to
5.5% for Malaysia as announced by Bank Negara Malaysia. On behalf of the Board, I would also like to take this
Against this backdrop of economy recovery which we are opportunity to express my sincere gratitude and appreciation
hopeful of its sustainability, we expect firmer growth for our to Executive Director, Mr Yee Kim Yuen, who will be retiring
core business of Industry Supply. The fluctuating commodity from his directorship in ATIS in the coming AGM. Mr Yee has
market, which resumed its upward spiral in late 2009, is a been in the Board of ATIS since 2004. He has provided us
source of concern but we will take all the measures necessary invaluable guidance and counsel during his tenure with us.
to mitigate the effects of this volatility.
We will continue to remain focus and cautious in growing our

existing businesses and will continue to seek out new businesses Mej Jen (Rtd) Dato’ Haji Fauzi Bin Hussain
which we are able to add value and contribute to growth with Chairman
our resources, management and business acumen.
10
Corporate
Governance Statement
The Board of Directors is committed to ensure any management position such as the GMD within
that the highest standards of corporate the Group and also did not hold any management or
governance are practised throughout the GMD position within the Group previously.
Group as a fundamental part of discharging
its responsibilities to protect and enhance Mej Jen (Rtd) Dato’ Haji Fauzi Bin Hussain has
shareholders’ value and the financial been appointed on 14 July 2009 as the Senior
performance of ATIS Corporation Berhad Independent Non-Executive Director of the Board to
(“ATIS”). To this end, the Board continues whom concerns may be conveyed.
to support the recommendations of the
The Independent Directors are independent of
Malaysian Code on Corporate Governance
the management and majority shareholders. The
(“the Code”). Independent Directors have the necessary skill and
experience to bring an independent judgment to
The Board is pleased to disclose below a description of how bear on the decision-making process of the Group to
the Group has applied the principles of good governance and ensure that a fully balanced and unbiased deliberation
the extent to which it has complied with the best practices set process is in place. The three (3) Independent
out in the Code. Directors, by virtue of their roles and responsibilities,
in effect represent minority shareholders’ interests in
1. BOARD OF DIRECTORS ATIS Group.
(a) The Board
All the Directors have given their undertaking to
The Board currently has nine (9) members comprising comply with the Listing Requirements of Bursa Securities
five (5) Executive Directors and four (4) Non-Executive and the Independent Directors have confirmed their
Directors, of whom one (1) is non-independent, three independence in writing.
(3) are independent, including the Chairman. The
Board structure ensures that no individual or group The Directors continue to adopt to the Company
of individuals dominates the Board’s decision making Directors’ Code of Ethics established by the Companies
process. The Board composition complies with the Commission Malaysia.
Listing Requirements of Bursa Malaysia Securities Berhad
(“Bursa Securities”) that requires a minimum of one-third (b) Board Meetings
of the Board to be independent directors. Together, the
Directors bring a wide range of business and financial The Board meets on a quarterly basis, with additional
experience relevant to the direction of a dynamic and meetings for particular matters convened as and
expanding Group. The profile of each Director is set out when necessary. During the financial period ended
on pages 6 to 8 of the Annual Report. 31 December 2009, four (4) Board meetings were
held. The attendance of each individual Director at
The Board assumes the primary responsibility for these meetings are set out on pages 6 to 8 of this
leading and controlling the Group towards realising Annual Report.
long term shareholders’ values. The Board has the
overall responsibility for reviewing and adopting Prior to each Board meeting, the Directors are
strategic plans for the Group, ensuring the adequacy each provided with the relevant documents and
and integrity of the Company’s system of internal information to enable them to obtain a comprehensive
control, succession planning for senior management, understanding of the agendas to be deliberated upon
investor relations programme and shareholders’ to enable them to arrive at an informed decision.
communication policy.
The Board has a formal schedule of matters
There is a clear division of responsibilities between specifically reserved to it for decision to ensure
the Chairman and the Group Managing Director that the direction and control of the Group is
(GMD) to ensure that there is a balance of power firmly in its hand. These involve significant areas
and authority. The Chairman is responsible for the of the Groups’ business including major investment
orderly conduct of the Board and ensures that the decisions, approval of corporate plans, acquisition
Board receives sufficient information to enable them and disposal of business segments.
to participate actively in Board decision whilst the
GMD is responsible for the day to day management
of the business as well as the implementation of
policies and strategies adopted by the Board. The
current Chairman is independent and does not hold
11
Corporate Governance statement
(c) Supply of Information 1.2 To e n s u r e t h a t t h e l e v e l o f

The members of the Board in their individual remuneration for Non-Executive
capacity have access to appropriate and timely Directors and Independent
information in the form and quality necessary for Directors are linked to their level
the discharge of their duties and responsibilities. of responsibilities under taken
and contributions to the effective
The Board has full access to the advice and services functioning of the Board.
of Company Secretary who is responsible to the
Board for ensuring that all Board procedures are 2. Functions
followed and that applicable laws and regulations 2.1 To r e c o m m e n d t o t h e B o a r d t h e
are complied with. remuneration and compensation of the
Directors and key Senior Management
Besides having direct access to management staff, Officers of the Company in all its forms,
the Directors may also take independent professional which may include to review annually:-
advice at the Company’s expense, if necessary, in
furtherance of their duties. 2.1.1 the overall remuneration policy for
Directors and key Senior Management
(d) Directors’ Remuneration Of ficers to ensure that rewards
(i) Remuneration Committee (RC) commensurate with their contributions to
and Remuneration Procedure the Company’s growth and profitability;
and that the remuneration policy
The Board has on 14 July 2009 set up a RC supports the Company’s objectives and
comprising exclusively three (3) Non-Executive shareholder value and is consistent with
Directors, majority of whom are independent. the Company’s culture and strategy;
The RC is chaired by Lim Beng Guan and
its members are Mej Jen (Rtd) Dato’ Haji 2.1.2 the performance of the Executive Director
Fauzi Bin Hussain and Too Kok Thai. The and recommend to the Board specific
Committee’s responsibility is to deliberately adjustments in remuneration and/or
review, assess and recommend to the Board reward payments if any, reflecting their
the remuneration of Directors. contributions for the year; and which
are competitive and consistent with
The remuneration of each Director, are the Company’s objectives, culture and
determined by the Board, as a whole after strategy;
taking into account of pay and employment
conditions within the industry. The individual 2.1.3 the level of remuneration for Non-
Directors do not participate in discussion the Executive Directors and Independent
annual performance appraisal reported by the Directors are linked to their level
Nomination Committee and also the decision of responsibilities undertaken and
of their own remuneration. contributions to the effective functioning
of the Board; and
The Non-Executive Directors are paid annual
fees. No additional fees are payable to 2.1.4 t h e r e m u n e r a t i o n p a c k a g e s f o r
them. Members of Board Committee (if any)
to ensure that they commensurate with
TERMS OF REFERENCE the scope of responsibilities especially
1. Objectives for lead role positions such as Board
Chairman and Senior Independent Non-
1.1 To achieve a balance between Executive Director held and reviews
setting the level and structure of and recommends changes to the Board
the remuneration package of whenever necessary.
Executive Directors and key Senior
Management Officers so as to be 2.2 Any such other functions as may be
able to attract and retain the best delegated by the Board from time to
against its interest in not paying time.
excessive remuneration.
12
3. Membership 5.8 Every member of the Board shall have the

3.1 The RC shall comprise wholly or mainly right at any time to inspect the minutes
of Non-Executive Directors and number of all meetings held and resolutions
at least three (3) in total. passed by the RC and the nominations
or proposals submitted thereat.
3.2 The Chairman of the RC shall be a
Non-Executive Director appointed by 6. Authority
the Board, or failing which by the RC 6.1 The RC shall be entitled to call for advice
Members themselves. internally from the Human Resources
Managers, Accountants and other staffs
4. Secretary or from external sources, when necessary
4.1 The Secretary of RC shall be the Group at the Company’s expense.
Company Secretary.
6.2 The RC shall have full and unrestricted
5. Meetings and Decisions access to information, records, properties
and employees of the Company.
5.1 The RC shall meet at least once in each
year or otherwise as it decides. 7. Compliance
5.2 A quorum shall consist of two (2) 7.1 The provisions of Articles 119, 120
Members. and 121 of the Company’s Articles of
Association except as otherwise expressly
5.3 Executive Directors and Non-Executive provided in these Terms of Reference shall
Directors shall abstain from the apply to the RC.
deliberations and voting decisions in
respect of their respective remuneration REMUNERATION POLICY
either at the RC or Board level as the 1. Remuneration Objective
case may be. The remuneration policy is for all
directors (executive and non-executive) to
5.4 Matters raised and tabled at all meetings receive competitive remuneration in line
shall be decided by a majority of votes with remuneration paid in the market by
of the Members. companies of similar size and nature.
5.5 In the event of an equality of votes, the The policy aims to pay the Directors
Chairman of the RC shall have a second remuneration consistent with their
or casting vote. dedication to the Company, in order to
encourage the motivation and retention
5.6 A resolution in writing, signed by a of the most qualified professionals.
majority of the Members for the time
being who are sufficient to form a quorum 2. Remuneration Policy
shall be as valid and effective as if it had
been deliberated and decided upon at a The remuneration of Executive Directors
meeting of the RC. Any such resolution and Non-Executive Directors shall be the
may consist of several documents in like ultimate responsibility of the full Board
form, each signed by one (1) or more after considering the recommendations of
Members. The expression “in-writing” the RC.
and “signed” include approval by legible
confirmed transmission by telefax, cable Executive Directors and Non-Executive
or telegram. Directors are not to participate in
discussion on their own remuneration.
5.7 The Secretary of RC shall record, prepare
and circulate the minutes of the meetings Remuneration of Executive Directors and
of the RC and ensure that the minutes Non-Executive Directors will be reviewed
are properly kept and produced for annually by the Board after taking
inspection if required. independent advice of the RC to ensure
they are competitive and relevant to
business needs and thereby able to retain
and motivate top calibre executives.
13
3. Executive Director Remuneration 4. Non-Executive Director Remuneration

T h e v a r i o u s c o m p o n e n t s o f t h e For Non-Executive Directors, they are
remuneration package for the Executive paid an annual fee. No additional fees
Directors comprise of salaries, bonuses, are payable to them.
other emoluments and benefits-in-kind.
The level of remuneration for Non-
The remuneration package is reviewed Executive Director is linked to their
annually to ensure that rewards level of responsibilities undertaken and
commensurate with their contributions to contributions to the effective functioning
the Company’s growth and profitability of the Board.
and that the remuneration policy
supports the Company’s objectives and Summar y of the remuneration shall
shareholder value and is consistent with appear in the Annual Report with the
the Company’s culture and strategy. need for transparency and accountability
in the setting of Directors’ pay, benefits
The performance of the Executive Director and remuneration having regard to the
is reviewed annually and the RC reserves interests of all parties, the Company, the
the right to recommend to the Board Directors and the shareholders.
to award nil annual increases in light
of Group and individual performance
reflecting their contributions for the year.
ATTENDANCE AT RC MEETING
The RC met one (1) time during the financial period ended 31 December 2009. The details of attendance of
each RC members at the RC meeting are as follows:
Number of RC Meeting
RC Member Held Attended % of Attendance
Lim Beng Guan 1 1 100
Mej Jen (Rtd) Dato’ Haji Fauzi Bin Hussain 1 1 100
Too Kok Thai 1 1 100
Notes: Meeting was held on 30 November 2009.
(ii) Remuneration Package

The details of the remuneration (including benefit-in-kind) of the Directors of the Company and Group in respect
of the financial period ended 31 December 2009 are as follows:
Other Benefits-
Salaries Fees Emoluments in-kind Total
RM’000 RM’000 RM’000 RM’000 RM’000
Group
Executive Directors 836 23 229 27 1,115
Non-Executive Directors – 89 – – 89
Company
Non-Executive Directors – 89 – – 89
The number of Directors whose remuneration fall within the following bands are as follows:-
Group Company
Executive Non-Executive Executive Non-Executive
Range of Remuneration Directors Directors Directors Directors
Below RM 50,000 – 4 – 4
RM 100,001 – RM 150,000 1 – – –
RM 200,001 – RM 250,000 3 – – –
RM 250,001 – RM 300,000 1 – – –
14
(e) Re-election of Directors The NC upon its recent review, is satisfied that the
In accordance with the Company’s Articles of size of the Board is optimum, and that there is an
Association, one third of the Board is required to appropriate of mix of knowledge, skill and core
retire at every Annual General Meeting (AGM) and competencies in the composition of the Board.
subject to re-election by Shareholders. In addition,
all Directors shall retire from office at least once in TERMS OF REFERENCE
every three (3) years. A retiring Director is eligible 1. Objectives & Functions
for re-election. 1.1 To recommend to the Board or consider
the proposed candidates by the officer,
Newly appointed Directors shall hold office until the director or shareholder, within the
next AGM of the Company and shall be eligible bounds of practicability, candidates
for re-election. for directorship in the Company, to
be appointed either as an additional
(f) Directors’ Training and Induction Director or to fill a vacancy or to be re-
All Directors have completed the Mandatory elected upon retirement by rotation at an
Accreditation Programme and Continuing Education AGM of the Company.
Programme (CEP) prescribed and accredited by
Bursa Securities. 1.2 To consider, in making its recommendations
for candidate(s) who are nominated
Although CEP for Directors has been repealed by for appointment or re-election onto the
Bursa Securities since year 2005, the Board has Board:-
decided that it shall, continually keep abreast of the
new developments of the regulatory requirements – skills, knowledge, expertise and
and attend training courses that will aid them in the experience;
discharge of their duties. The Board had prescribed – professionalism;
minimum trainings to be attained by each Director
in each financial year. – integrity; and
For the financial period ended 31 December 2009, In the case of candidates for the position
all the Directors have achieved the prescribed of Independent Non-Executive Directors,
minimum trainings. The programmes attended are the NC shall also evaluate the candidates’
seminars and conferences organised by relevant ability to discharge such responsibilities or
regulatory authorities, trainers and/or professional functions as expected from Independent
bodies on topics covering areas such as Non-Executive Directors.
corporate governance issues, changes to statutory
requirements, regulatory guidelines and financial 1.3 To recommend to the Board, Directors to
reporting standards, tax budget and planning, ISO fill the seats on any Board Committee(s)
awareness, personal developments and leaderships. as may from time to time be established
From time to time, the Board also receives updates, by the Board for the Company.
particularly on regulatory and legal developments
relevant to the Company and Directors. 1.4 To assist the Board in reviewing on an
annual basis, the required mix of skills and
(g) Nomination Committee (NC) experience and other qualities, including
core competencies which Non-Executive
The Board has on 15 March 2004 established a Directors should bring to the Board.
NC comprising exclusively three (3) Non-Executive
Directors, majority of whom are independent. The 1.5 To carry out on an annual basis, a
NC is chaired by Mej Jen (Rtd) Dato’ Haji Fauzi formal assessment of the effectiveness of
Bin Hussain and its members are Too Kok Thai and the Board as a whole, the committees of
Lim Beng Guan. the Board, and assessing the contribution
of each director, including Independent
The Committee is responsible for identifying and Non-Executive Directors as well as the
making recommendations of new nominees to the Chief Executive Officer.
Board. However, all appointments are made by the
whole Board after considering the recommendation
of the Committee.
15
2. Membership 3.6 A resolution in writing, signed by a majority

2.1 The NC, consisting of not less than three of the Members for the time being who are
(3) Directors, shall be appointed by the sufficient to form a quorum shall be as valid
Board pursuant to a Board Resolution and effective as if it had been deliberated
with such qualification(s) as the Board and decided upon at a meeting of the NC.
may deem appropriate. Any such resolution may consist of several
documents in like form, each signed by
2.2 The Chairman of the NC shall be one (1) or more Members. The expression
appointed by the Board, or failing which “in-writing” and “signed” include approval
by the NC Members themselves. by legible confirmed transmission by telefax,
cable or telegram.
3. Meetings and Decisions
3.1 The NC will hold its meetings as and 3.7 Proceedings of all meetings held and
when the need arises to fulfil its duties. resolutions passed as referred to Clause
3.6 above shall be recorded by the
3.2 A quorum shall consist of two (2) Secretary and kept at the Company’s
Members. registered office.
3.3 Notice of not less than three (3) working 3.8 Every member of the Board shall have the
days shall be given for the calling of any right at any time to inspect the minutes
meeting to those entitled and required to of all meetings held and resolutions
be present. passed by the NC and the nominations
or proposals submitted thereat.
3.4 Matters raised and tabled at all meetings
shall be decided by a majority of votes 4. Compliance
of the Members. 4.1 The provisions of Articles 119, 120
and 121 of the Company’s Articles of
3.5 In the event of an equality of votes, the Association except as otherwise expressly
Chairman of the NC shall have a second provided in these Terms of Reference
or casting vote.
shall apply to the NC.
ATTENDANCE AT NC MEETINGS
The NC met one (1) time during the financial period ended 31 December 2009. The details of attendance of
each NC members at the NC meeting are as follows:
Number of NC Meeting
NC Member Held Attended % of Attendance
Notes
Meeting was held on 28 May 2009.
16
2. RELATIONSHIP WITH SHAREHOLDERS

The Group is committed to maintain good communications with its investors and shareholders, ensuring that all shareholders
are kept informed of significant company developments in accordance with Bursa Securities Listing Requirements. The Group
communicates information on the operations, activities and performance of the Group to the shareholders, stakeholders
and the public through the following:-
(a) Periodic Reports

Timely quarterly results announcements, Annual Reports and various disclosures and announcements made to Bursa
Securities;
Date of Issue/ Number of Days after Bursa Securities

Release end of Year/Quarter Deadline
Annual Report
2009 (Period ended Dec09) 30 April 2010 120 30 June 2010
2009 (Year ended Mar09) 27 July 2009 118 30 September 2009
2009 Quarterly Results

Quarter ended 30.06.09 19 August 2009 50 31 August 2009
Quarter ended 30.09.09 30 November 2009 61 30 November 2009
Quarter ended 31.12.09 25 February 2010 56 28 February 2010
(b) AGM (d) Websites

The Group uses the AGM as a principal forum Shareholders and members of the public can also
for dialogue with shareholders and encourages obtain information on the annual and quarterly reports,
shareholders to participate in the question and the announcements made by the company and other
answer session. Executive Directors and Chairman corporate information by accessing the Group’s website.
are available to respond to shareholders’ questions The website serves as an additional communication
raised during the meeting; channel to its shareholders and stakeholders providing
an avenue for shareholders to inquire and obtain
(c) Analyst briefing thoughtful feedback and information.
As part of the Board’s responsibility in developing
and implementing an investor relations programme,
regular discussions are held between the Company 3. ACCOUNTABILITY AND AUDIT
and analyst/investors throughout the year. The Board has established an Audit Committee (AC)
Presentations based on permissible disclosures are to oversee the financial reporting and effectiveness of
made to explain the Group’s performance and the internal control of the Group. The AC comprises
major development programmes; and three (3) Directors all of whom are Non-Executive
Directors, with a majority of them being Independent
Directors. The Board shall ensure the term of office and
performance of the AC and each of its members are
being reviewed at least once in every three (3) years to
determine whether the members have carried out their
duties in accordance with the AC’s Terms of Reference.
The Terms of Reference, responsibilities and activities of
the AC are set out in the AC Report on pages 22 to 26
of this Annual Report.
17
(a) Financial Reporting (d) Relationship with the External Auditors

The Board is mindful of its responsibility to present During the financial period, Messrs Mazars has
a balanced and understandable assessment of the been appointed as the external auditors, to report
Group’s position and prospect through the annual to shareholders of the Company on their opinion
financial statements and quarterly announcements which are included as part of the Group’s financial
of results to the Bursa Securities. The Directors are reports with respect to their audit on the Group’s
responsible to ensure the annual financial statements financial statements. In doing so, the Group has
are prepared in accordance with the provisions of established a transparent arrangement with the
the Companies Act, 1965 and applicable approved auditors to meet their professional requirements.
accounting standards in Malaysia. A statement by The auditors also highlight to the AC and Board
the Directors on their responsibilities in preparing of Directors on matters that require the Board’s
the financial statements is set out on page 91 of attention. During the financial period ended 31
this Annual Report. December 2009, the AC has met the auditors twice
without the presence of Executive Directors.
(b) Related Party Transactions
All related party transactions are reviewed by
board and AC members on a quarterly basis and COMPLIANCE STATEMENT
a report on the reviews conducted is submitted to The Group has complied with the principles as set out in
the AC for their monitoring on a quarterly basis. parts 1 and 2 respectively of the Code.
Details of these transactions are set out under
Notes to the Financial Statements on pages 80 to
82 of this Annual Report. Signed on behalf of the Board of Directors in accordance
with a resolution of the Directors passed in a Board Meeting
(c) Internal Control held on 13 April 2010.
The Board acknowledges its overall responsibility
for continuous maintenance of a sound system
of internal control to safeguard shareholders’ MEJ JEN (RTD) DATO’ HAJI FAUZI BIN HUSSAIN
investment and the Group’s assets. This principle Chairman
is further elaborated under Statement of Internal
Control by the Directors on pages 20 to 21 of this
Annual Report.
Wong Chooi Fun (Group Company Secretary) and

Teoh Phaik Ai (Corporate Finance Department) are
responsible for the overall legal and regulatory
compliance of the Group.
18
Corporate
social responsibility
At ATIS, we are ever mindful of our The Workplace

responsibilities towards good corporate In promoting a healthy lifestyle, during the financial period
social responsibility practices particularly under review ATIS Sports & Recreation Club had organised
various sports and recreational activities for its employees
towards the community, environment,
and their families. To name a few, The Chinese New Year
market place and workplace in which we Party, The Christmas Party and the combined Deepavali-Hari
operate. Our commitment is deeply embedded Raya-Mid Autumn Celebration, a true reflection of its multi-
in our corporate philosophy and in fulfilling racial and multi-cultural workforce working in harmony as
“One Big-Family”.
its social responsibilities, ATIS had in 2009
focused on CSR initiatives and activities in To add more fun to working, there were various on-going sports
the area of:- activities for our employees like badminton, futsal, basketball,
bowling, dart, pool, table tennis, paintball, yoga and aerobics.
During the financial period, our employees participated in a
number of tournaments organised by the Electrical & Electronics
The Community Association of Malaysia like the TEEAM Badminton Tournament,
The Group demonstrated the spirit of caring through its various TEEAM Jogathon and TEEAM Bowling Tournament. Besides, we
social and welfare activities such as visits to welfare homes as also had a badminton friendly match with one of our major
well as donations in the form of monies or in-kind. During the suppliers to foster better working relationship.
financial period, we donated to The Shepherd’s Centre Foundation
and contributed to one ZJ Charity Concert in which the proceeds True to its commitment in living its corporate culture in which We
were channeled to various charitable organisations. Work, We Manage and We Share Together as one Big-Family,
we demonstrated this commitment not only in non-work related
but work-related activities too. Besides sports and recreational
The Environment activities to bring our people together, during the financial
period under review a series of Corporate Values Workshops
Ever mindful of the environment, we are committed to promote driven by our top management were held for all our employees
energy efficiency by being the sole-distributor for Philips in to raise their understanding of our culture and shared values
promoting their range of energy-saving bulbs and our range and how these values could be deployed, integrated and
was increased to include LED lightings to electronic industries, translated into work practices and behaviours in alignment with
factories, hotels and buildings. our business objectives.
To further promote environmental
awareness in our communities, we printed
for distribution to all our customers “Go
Green” calendars this year to make
people more aware of today’s need to
preserve the environment.
Before we reach out to our communities,

we believe in educating and developing
all our employees first a positive and
healthy attitude towards the environment.
With this in mind, we organised an
environmental education trip “Back To
Nature” for all our employees to Ecotour
Sg Lembing, Kuantan. Our employees
were also treated to the movie “2012”
which hit our local cinema recently to
let them watch and understand better
the importance of maintaining climatic
balance and our moral responsibilities
towards this initiative.
19
Statement on
Internal Control
The Board is pleased to present the Statement The Board was also assisted by the Senior Management
on Internal Control of the Group (excluding Team (SMT) in ensuring that there is an on-going and
systematic risk management process undertaken by
associates, as the Board does not have management to identify, assess and evaluate principal
control over its operations) pursuant to risks. The SMT ensures that appropriate risk treatments
paragraph 15.27(b) of the Listing Requirements are in place to mitigate those risks affecting the
achievement of the Group’s business objectives.
of Bursa Malaysia Securities Berhad (“Bursa
Securities”) and in accordance with the The SMT comprises Executive Directors and Departmental
“Statement on Internal Control: Guidance Managers/Heads.
for Directors of Public Listed Companies”
b) KEY PROCESSES
issued by The Institute of Internal Auditors.
The Group’s key internal control processes based on the
Committee of Sponsoring Organisations of the Treadway
Commission (“COSO”) principles framework on internal
BOARD RESPONSIBILITY control are as follows:
T he Malaysian Code of Corporate Governance requires
the Board to maintain a sound system of internal control i) Control Environment
to safeguard shareholders’ investment and Group’s assets. The Group business strategy remained focused with
The Board further affirms the overall responsibility for ATIS a clear established Group vision and that serves
Group’s system of internal control which includes reviewing as the road map of the Group’s direction and the
the strategic direction, operational, financial and risk way forward.
management of the Group.
The Board has delegated the responsibilities to
The system of internal control is designed to manage rather various committees, which includes the Audit
than eliminate the risk of failure to achieve the Group’s Committee, Remuneration Committee and
business objectives. Accordingly, the internal control system Nomination Committee to implement and monitor
can only provide reasonable and not absolute assurance the Board’s policies and controls within major
against material misstatement or loss. business units and its overseas operations.
Frameworks of the Group’s internal control system, including Delegation of authorities and authorisation limits
the processes in place to review its adequacy, are as for various levels of Management and the Board
follows: are documented to ensure accountability and
responsibility.
a) RISK MANAGEMENT FRAMEWORK
At present, the Group is maintaining its risk management The Group is staffed with sufficient trained,
framework to identify the various risk factors that could experienced and capable personnel at all levels. In
have a potentially significant impact on the Group’s mid line with the Group’s succession plan, a rigorous
to long term business objectives. 12-month Business Manager Trainee Program is in
place to create fast-track career opportunities for
The Board, throughout, the current financial period, the Group’s future leaders.
has identified, evaluated and managed the significant
risks faced by the Group through the monitoring of the ii) Risk Assessment
Group’s operational efficiency and profitability at its The Board acknowledges the importance of
Board meetings. managing business risks and implementation of
risk assessment via the SMT.
Key business risks have been identified, evaluated

and updated into the risk catalogue during SMT
meetings throughout the financial period to develop
a strong, top-down holistic view of enterprise-wide
risks and mitigating strategies.
20
iii) Control Activities

The standard operating policies and procedures on
key business processes are documented, reviewed
and revised periodically to meet changing business,
operational and statutory reporting needs.
iv) Information and Communication

The Group’s organisational structure facilitates
upwards, downwards and lateral flow of information
within the Group.
Meetings are convened at Group and subsidiary

levels to create a platform to discuss industry,
business, financial and operational issues as well
as regional performances.
v) Monitoring
The monitoring of the Group’s financial matters
is undertaken by the Group’s Finance Manager
and Accountant. Together, they provide pertinent
information and feedback on statutory, performance
and financial statistical analysis to the Audit
Committee and the Board on a quarterly basis.
The Company Secretary provides updates and

support to the Board and the management on
statutory requirements and compliance issues.
CONCLUSION
Management will continue to take measures and maintain
an ongoing commitment to strengthen the Group’s control
environment and processes. During the financial period, there
were no material losses caused by the breakdown in internal
controls.
21
AUDIT COMMITTEE
REPORT
Members of the Audit Committee (AC) shall 1.6 To reinforce the objectivity of the Internal Auditors
not have a relationship which in the opinion and ensure they report directly to the AC.
of the Board of Directors, would interfere 2. Membership

with the exercise of independent judgment 2.1 The AC shall be appointed by the Board pursuant
in carrying out the functions of the AC. to a Board Resolution.
Members of the AC shall possess wisdom,
2.2 It shall comprise at least three (3) Members all of
sound judgment, objectivity, independent whom are Non-Executive Directors with a majority
attitude, management experience and of them being Independent Directors.
knowledge of the industry. All members of
2.3 The Chairman of the AC shall be appointed by the
the Audit Committee are financially literate. Board, or failing which, by the Members of the AC
themselves. The Chairman shall be an Independent
Director.
COMPOSITION OF THE AC
2.4 If the number of Members is reduced to below
The present members of the AC of the Company are: three (3) as a result of resignation or death of a
Member, or for any other reason(s) the Member
(i) Mej Jen (Rtd) Dato’ Haji Fauzi Bin Hussain ceases to be a Member of the AC, the Board
(Chairman/Senior Independent Non-Executive Director) shall, within three (3) months of that event, appoint
amongst such other Non-Executive Directors, a new
(ii) Too Kok Thai Member to make up the minimum number required
(Member/Independent Non-Executive Director/MIA therein.
member)
2.5 All Members of the AC should be financially
(iii) Lim Beng Guan literate.
(Member/Non-Independent Non-Executive Director)
2.6 At least one (1) Member of the AC:-
TERMS OF REFERENCE 2.6.1 must be a member of the Malaysian Institute

1. Objectives of Accountants (“MIA”); or
1.1 To provide additional assurance to the Board by 2.6.2 If he/she is not a member of MIA, he/she
giving objective and independent review of the must have at least three (3) years of working
Group’s financial, operational and administrative experience and:-
controls and procedures.
(a) he/she must have passed the examination
1.2 To assist the Board in establishing and maintaining specified in Part I of the 1st Schedule of
internal controls for areas of risks as well as the Accountants Act, 1967; or
safeguarding of assets within the Group.
(b) he/she must be a member of one (1) of
1.3 To assess and supervise the quality of audits the associations of accountants specified
conducted by the Internal Auditors and External in Part II of the 1st Schedule of the
Auditors. Accountants Act, 1967; or
1.4 To reinforce the independence of the External 2.6.3 fulfill such other requirements as may from
Auditors and to assure that the External Auditors time to time be prescribed or approved by
will have free rein in the audit process. the Bursa Malaysia Securities Berhad (“Bursa
Securities”).
1.5 To provide a forum for regular, informal and
private discussion with the External Auditors, 2.7 An alternate Director is not eligible for membership
Internal Auditors or both, excluding the attendance in the AC.
of other Directors and employees of the Company.
22
3. Authority 4.1.6 any related party transactions and conflict

3.1 The AC is authorised by the Board to investigate of interest situation that may arise within the
any activity within its Terms of Reference. Company or Group including any transaction,
procedure or course of conduct that arises
3.2 It shall have full and unlimited access of any questions of Management integrity.
information pertaining the Company as well as
direct communication channels with the Internal 4.2 To identify and direct any special projects or
Auditors, External Auditors and employees of the major findings of internal investigations it deems
Group. necessary and management response.
3.3 It shall also have the resources which are required 4.3 To recommend/nominate a person or persons as
to perform its duties inclusive the authority to the External Auditors. To consider the suitability
obtain independent legal or other professional for re-appointment of External Auditors, audit fee
advice and to secure attendance of outsiders with and any question of resignation or removal of the
relevant experience and expertise if it considers this External Auditors.
necessary.
4.4 To discuss with the External Auditors before the
3.4 It shall also have the power to establish Sub-AC(s) audit commences, the nature and scope of their
and delegate its powers to such Sub-AC(s) for the audit and ensure co-ordination where more than
purpose of carrying out certain investigations on one audit firm is involved.
its behalf in such manner as the AC deems fit and
necessary and, to appoint such officers within the 4.5 To discuss problems and reservations arising from
Group as members of the Sub-AC(s). the interim and final audits, and any other matter
the External Auditors may wish to discuss in the
4. Functions absence of Management, where necessary.
4.1 To review the following and report the same to the 4.6 To verify the allocation of options pursuant to the
Board:- Employees’ Share Option Scheme (“ESOS”) as
being in compliance with the criteria set out in the
4.1.1 with both the Internal Auditors and External ESOS and to make such statement to be included
Auditors their audit plans and reports. in the Annual Report of the Company in relation to
a share scheme for employees.
4.1.2 with the External Auditors, the evaluation
of the adequacy and effectiveness of the 4.7 To review reports and consider recommendations of
internal control systems as well as the the Sub-AC(s), if any.
administrative, operating and accounting
policies employed. 4.8 To review reports of the internal audit function
directly which is independent of the activities it
4.1.3 the assistance given by the officers and audits and should be performed with impartiality,
employees of the Group to the Internal proficiency and due professional care.
Auditors and External Auditors.
4.9 To do the following, in relation to the internal audit
4.1.4 the Company’s quarterly and annual/year function:-
end consolidated financial statements and
thereafter to submit them to the Board, 4.9.1 to establish an internal audit function which
focusing particularly on any changes in or is independent of the activities it audits;
implementation of major accounting policies
and practices; significant adjustments arising 4.9.2 review the adequacy of the scope, functions,
from the audit; significant and unusual events; competency and resources of the internal
the going concern assumption; compliance audit functions and that it has the necessary
with accounting standards and other legal authority to carry out its work;
requirements.

4.1.5 the External Auditors’ management letter,
Management’s response and resignation
letter.
23
AUDIT COMMITTEE REPORT
4.9.3 review the internal audit programme, process, 5.5 A resolution in writing, signed by a majority of the
the results of the internal audit programme, Members for the time being who are sufficient to
process or investigation undertaken and form a quorum shall be as valid and effective as
whether or not appropriate actions are taken if it had been deliberated and decided upon at a
on the recommendations of the internal audit meeting of the AC. Any such resolution may consist
function; of several documents in like form, each signed
by one (1) or more Members. The expression
4.9.4 review any appraisal or assessment of the “in-writing” and “signed” include approval by
performance of members of the internal legible confirmed transmission by telefax, cable or
audit function; telegram.
4.9.5 review of the effectiveness of the risk 5.6 Proceedings of all meetings held and resolutions
management, internal control and governance passed as referred to in Clause 5.5 above shall
processes within the Group; be recorded by the Secretary and kept at the
Company’s registered office.
4.9.6 approve any appointment or termination of
senior staff members of the internal audit 5.7 Every member of the Board shall have the right at
function which is performed in-house; and any time to inspect the minutes of all meetings held
and resolutions passed by the AC and the reports
4.9.7 take cognisance of resignations of internal submitted thereat.
audit staff members and provide the resigning
staff member an opportunity to submit his 5.8 The AC has the explicit right to convene meetings
reasons for resigning which is performed in- with the External Auditors, Internal Auditors or both,
house. excluding the attendance of Executive Directors of
the Board, Management and/or employees. The
4.10 To carry out such other functions and consider External Auditors and Internal Auditors shall have
other topics as may be agreed upon from the right to appear and be heard at any meeting
time to time with the Board. and shall appear before the AC when so required
by the AC.
5. Meetings
5.1 The AC will hold regular meetings as and when the 5.9 Upon the request of the External Auditors, the
need arises and any such additional meetings as the Chairman shall convene a meeting to consider
Chairman of the AC so decides to fulfill its duties. any matters the External Auditors believe should
AC members may participate in a meeting of the be brought to the attention of the Directors or
AC by means of a conference telephone or similar shareholders of the Company.
electronic tele-communicating equipment by means
of which all persons participating in the meeting 5.10 The Executive Directors of any company within the
can hear each other and participate throughout Group, representatives of the Internal Auditors, the
the duration of the communication between the AC Management and any employee of the Group, as
members and participation in a meeting pursuant the case requires, may be requested to attend such
to this provision shall constitute presence in person meetings.
at such meeting.
5.11 The Finance Director/Officer, the head or representative
5.2 A quorum shall consist of two (2) Members. The of internal audit and a representative of the External
majority of Members present must be Independent Auditors shall on invitation attend the AC meetings.
Non-Executive Directors. Other Board Members may attend the AC meetings
upon the invitation of the AC. However, the AC shall
5.3 Unless otherwise determined by the Members from meet with the External Auditors and/or Internal Auditors
time to time, seven (7) clear days’ notice of all AC at least twice in a financial year without the presence of
meetings shall be given except in the case of an the Executive Board Members of the Company.
emergency, where reasonable notice of every AC
meeting shall be given in writing. 6. Compliance
6.1 The provisions of Articles 119, 120 and 121 of
5.4 Matters raised and tabled at all meetings shall be the Company’s Articles of Association except as
decided by a majority of votes of the Members. otherwise expressly provided in these Terms of
Reference shall apply to the AC.
24
ATTENDANCE AT AC MEETINGS
The AC met five (5) times during the financial period ended 31 December 2009. The details of attendance of each AC member
at the AC meetings are as follows:
Number of AC Meeting
AC Member Held Attended % of Attendance
Notes
Meetings were held on 28 April 2009, 28 May 2009, 14 July 2009, 18 August 2009 and 30 November 2009.
SUMMARY OF ACTIVITIES UNDERTAKEN BY THE AC (iii) Review of results and issues arising from their audit of
DURING THE FINANCIAL PERIOD the financial period end statements and the resolution of
issues highlighted in their report to the Committee;
The Committee carried out the following activities in
discharging their duties and responsibilities: (iv) Review of their performance and independence before
recommending to the Board their re-appointment and
Financial Results remuneration; and
(i) Review with the appropriate officers of the Group’s
quarterly financial results and annual audited financial (v) Recommendations made by the External Auditors in
statements of the Group including the announcements respect of control weaknesses during course of their
pertaining thereto, before recommending to the Board audit were duly noted by the AC and highlighted to the
for their consideration and approval prior to the release Board;
of Group’s results to Bursa Securities.
(vi) The AC had met twice with the External Auditors without
(ii) Review of the Group’s compliance on the following Executive Directors present during financial period ended
areas, where relevant: 31 December 2009.
• Listing Requirements of Bursa Securities; Internal Audit

(i) Review of Internal Auditors, audit plan for the financial
• P rovisions of the Companies Act, 1965 and other period that ended on 31 December 2009 ensuring that
legal requirements; and principal risk areas and key processes are adequately
identified and covered in the plan;
• pplicable approved accounting standards in
A
Malaysia. Related Party Transactions
External Audit (i) Review of related party transactions for compliance
with the Listing Requirements of Bursa Securities
(i) Review of External Auditors’ scope of work, their terms and the appropriateness of such transactions before
of engagement, proposed audit remuneration and audit recommending them to the Board for its approval; and
plan to ensure their scope of work adequately cover
the activities of the Group for the financial period that (ii) Review of the procedures for securing the shareholders’
ended on 31 December 2009; mandate for Recurrent Related Party Transactions.
(ii) Review the External Auditors’ audit strategies and
plan and further discuss their approach in areas of
emphasis;
25
AUDIT COMMITTEE REPORT
Others The approach adopted by the Group is of a risk based

(i) Review of the Group’s compliance with relevant provisions approach to assess and review the implementation and
set under the Malaysian Code of Corporate Governance monitoring of controls of the subsidiary companies. The audit
for the purpose of preparing the Corporate Governance encompasses the following activities:
Statement on Internal Control pursuant to the Listing
Requirements of the Bursa Securities; • Review and assess the risk management and governance
structure of the Group.
(ii) Review the adequacy of the Terms of Reference of the
Committee; and • Review and appraise the soundness, adequacy and
application of accounting, financial and other key
(iii) Non-Executive Directors had met the independent controls promoting effective control in the Group.
members without the presence of Executive Directors
during the financial period ended 31 December 2009. • Ascertain the extent to which the Group’s assets are
safeguarded.
INTERNAL AUDIT FUNCTIONS/ACTIVITIES • Ascertain the level of compliance to the Group policy
and procedures.
The Group’s internal audit functions are outsourced to, CGRM
Infocomm Sdn Bhd, an independent professional firm, which • ecommend improvements to the existing system of risk
R
reports directly to the AC and assists the Board of Directors management, internal control and governance.
in monitoring and managing risks and internal controls.
The costs paid to external professional consultant in respect
The Internal Audit Charter sets out the Terms of Reference, of internal audit function for the financial period ended 31
role, organisation status, responsibility and authority of December 2009 was RM11,548 (31.3.2009: RM27,513).
internal audit function within the Group. The scope of internal
audit covers the audits on risk management, internal control,
governance and compliance activities of the Group. The
reviews were carried out with reference to the International
Standards for the Professional Practice of Internal Auditing
issued by The Institute of Internal Auditors.
CGRM Infocomm Sdn Bhd is totally independent and maintains

its objectivity during the conduct of audits as it does not
involve in day-to-day operations of the Group.
26
Financial statements
Contents
28 Directors’ Report
33 independent auditor’s report
35 Balance Sheets
37 Income Statements
38 Statements of Changes in Equity
41 Cash Flow Statements
44 Notes to the Financial Statements
90 Statement by Directors
90 Statutory Declaration
December 2009 Annual Report
DIRECTORS’
REPORT for the period 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 financial period ended 31 December 2009.
PRINCIPAL ACTIVITIES
The Company is principally engaged in investment holding whilst the principal activities of the subsidiaries are as stated in Note
6 to the financial statements. Except for the business combinations activities as disclosed in Note 29 to the financial statements,
there have been no other significant changes in the nature of these activities during the financial period.
CHANGE OF FINANCIAL YEAR END

The Company changed its financial year end from 31 March to 31 December with effect from the current financial period
ended 31 December 2009.
The financial statements for the current financial period are made up from 1 April 2009 to 31 December 2009.
RESULTS
Group Company
RM’000 RM’000
Profit for the period 54,202 27,792
Profit attributable to:

Shareholders of the Company 51,903 27,792
Minority interests 2,299 -
54,202 27,792
RESERVES AND PROVISIONS

There were no material transfers to or from reserves and provisions during the period under review except as disclosed in the
statement of changes in equity.
DIVIDENDS
No dividend was paid during the financial period and the Directors do not recommend any final dividend to be paid in respect
of the financial period under review.
28
DIRECTORS OF THE COMPANY

Directors who served since the date of the last report are:
Mej Jen (Rtd) Dato’ Haji Fauzi Bin Hussain
Chen Khai Voon
Yee Kim Yuen
Lee Kok Keong
Sa Chee Peng
Chew Kuan Fah
Too Kok Thai
Lim Beng Guan
DIRECTORS’ INTERESTS
The interests and deemed interests in the ordinary shares of the Company and of its related corporations (other than wholly-
owned subsidiaries) of those who were Directors at the end of the financial period as recorded in the Register of Directors’
Shareholdings are as follows:
Number of ordinary shares of RM0.50 each
Balance at Balance at
1.4.2009 Bought Sold 31.12.2009
Shareholdings in which Directors have interests

In the Company
Chen Khai Voon #
- direct interests 48,344,240 - - 48,344,240
- indirect interests 14,601,600 - - 14,601,600

Yee Kim Yuen

Lee Kok Keong

- direct interests 70,720 - - 70,720

Sa Chee Peng

Chew Kuan Fah
- direct interests 437,000 - - 437,000

Lim Beng Guan
29
DIRECTORS’ REPORT for the period ended 31 December 2009
DIRECTORS’ INTERESTS (CONT’D)

# By virtue of Chen Khai Voon’s interests in the shares of the Company, he is also deemed interested in the shares of the
subsidiaries during the financial period to the extent that the Company has an interest, pursuant to Section 6A(4) of the
Companies Act, 1965.
None of the other Directors holding office at 31 December 2009 had any interests in the ordinary shares of the Company
and of its related corporations during the financial period.
DIRECTORS’ BENEFITS
Since the end of the previous financial year, no Director of the Company has received nor become entitled to receive any
benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by Directors as
shown in the financial statements of the Company or its related companies or the fixed salary of a full time employee of the
Company) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which the
Director is a member, or with a company in which the Director has a substantial financial interest, other than certain Directors
who have significant financial interests in companies which traded with certain companies in the Group in the ordinary course
of business, as disclosed in Note 26 to the financial statements.
There were no arrangements during and at the end of the financial period which had the object of enabling Directors of the Company
to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.
ISSUE OF SHARES AND DEBENTURES

There were no changes in the authorised, issued and paid-up share capital of the Company during the financial period. There
were no debentures issued during the financial period.
OPTIONS GRANTED OVER UNISSUED SHARES

No options were granted to any person to take up unissued shares of the Company during the financial period.
SIGNIFICANT EVENTS DURING THE FINANCIAL PERIOD

(i) In April 2009, Cable Solutions (SEA) Pte. Ltd. (“CSPL”), a 70%-owned subsidiary of the Company, incorporated a
new subsidiary in Indonesia, PT Cable Solutions Indonesia (“PTCSI”) and subscribed to 90,000 ordinary shares of
USD1.00 each, representing 90% equity interests in PTCSI for a total cash consideration of USD90,000 (approximately
RM324,000).
(ii) In April 2009, the Company incorporated a new subsidiary in Malaysia, Elkom Transformer Components Marketing Sdn.
Bhd. (“ELKOM”) and subscribed to 5,100 ordinary shares of RM1.00 each, representing 51% equity interests in ELKOM
for a total cash consideration of RM5,100.
(iii) In May 2009, the Company purchased additional 5,000,000 ordinary shares of RM1.00 each of Mutiara Goodyear
Development Berhad (“Mutiara”), a company listed on the Main Board of the Bursa Malaysia Securities Berhad, from a
third party for a total cash consideration of RM5,000,000.
(iv) In June 2009, the Company subscribed an additional 1,000,000 ordinary shares of RM1.00 each of United Power
Holdings Sdn. Bhd. (formerly known as Kimpress Holdings Sdn. Bhd.), an associate of the Company, for a total cash
consideration of RM1,000,000.
30
SIGNIFICANT EVENTS DURING THE FINANCIAL PERIOD (CONT’D)

(v) In August 2009, CSPL purchased 9,800 ordinary shares of Baht 100 each of Cable Solutions (Thailand) Co. Ltd. (“CST”)
from a third party, representing 49% equity interest in CST for a total cash consideration of Baht 980,000 (approximately
RM109,760).
(vi) In September 2009, the Company entered into a Share Sale Agreement with Otra Development B.V (“Otra”) for the disposal
of another 80,000 ordinary shares of RM1.00 each, representing 16% of the total issued and paid-up capital of KVC Industrial
Supplies Sdn. Bhd. (“KVCI”) for a total cash consideration of RM28,272,000. The disposal was completed in September 2009.
Following the disposal of 16% equity interests to Otra, KVCI became a 64% owned-subsidiary of the Company.
(vii) In October 2009, the Company purchased an additional 8,529,900 ordinary shares of RM1.00 each in Mutiara from
Mr. Chen Khai Voon, a major shareholder and Group Managing Director of the Company for a total cash consideration
of RM8,274,003.
(viii) In October 2009, the Company entered into a Share Sale Agreement with Weida (M) Bhd. for acquisition of 20,000,000
ordinary shares of RM1.00 each in Mutiara, representing 8.66% of the total issued and paid up capital of Mutiara for
a total cash consideration of RM19.4 million.
In addition, the Company entered into a Share Sale Agreement with Mr. Lim Beng Guan and Laman Arif Sdn. Bhd. for
acquisition of 21,385,700 ordinary shares of RM1.00 each in Mutiara representing 9.26% of the total issued and paid
up capital of Mutiara for a total cash consideration of RM20.74 million.
The acquisition was completed in December 2009. Following the additional acquisition of 17.92% equity interest, Mutiara
became a 30.28% associate of the Company.
(ix) During the financial period, the Company repurchased a total of 2,506,400 of its issued share capital from the open
market at an average price of RM1.00 per share. The total consideration paid was RM2,535,270 including transaction
costs of RM10,193. The repurchase transactions were financed by internally generated funds. The shares repurchased are
retained as treasury shares. None of the treasury shares were resold as at the end of the financial period.
OTHER STATUTORY INFORMATION

(a) Before the balance sheets and income statements of the Group and of the Company were made out, the Directors took
reasonable steps to ascertain that:
(i) all known bad debts have been written off and adequate provision made for doubtful debts, and
(ii) all current assets have been stated at the lower of cost and net realisable value.
(b) 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 provision 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 Group’s and in the Company’s financial statements
misleading, or
(iii) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group
and of the Company misleading or inappropriate, or
(iv) not otherwise dealt with in this report or the financial statements, that would render any amount stated in the financial
statements of the Group and of the Company misleading.
31
DIRECTORS’ REPORT for the period ended 31 December 2009
OTHER STATUTORY INFORMATION (CONT’D)

(c) At the date of this report, there does not exist:
(i) any charge on the assets of the Group or of the Company that has arisen since the end of the financial period
which secures the liabilities of any other person, or
(ii) any contingent liability of the Group or of the Company that has arisen since the end of the financial period.
(d) No contingent liability or other liability of any company in the Group has become enforceable, or is likely to become
enforceable within the period of twelve months after the end of the financial period 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.
(e) In the opinion of the Directors, other than the effect of incorporations, dilution of interests and disposal of a subsidiary
company, and acquisition of an associate company as disclosed in Note 29 to the financial statements, the financial
performance of the Group and of the Company for the financial period 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 the financial period and the date of this report.
AUDITORS
The auditors, Mazars, Chartered Accountants, have expressed their willingness to continue in office.
Signed by the Directors in accordance with a Directors’ resolution dated 19 April 2010
SA CHEE PENG CHEW KUAN FAH

Director Director
Kuala Lumpur
32
INDEPENDENT AUDITOR’S
REPORT to the members of Atis Corporation Berhad (incorporated in Malaysia)
Report on the Financial Statements

We have audited the financial statements of ATIS Corporation Berhad, 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 period then ended, and a summary of significant accounting policies and other
explanatory notes, as set out on pages 35 to 89.
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 of 31 December 2009 and of their financial performance and cash flows for the period 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 of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.
b) We have considered the financial statements and the auditors’ reports of all the subsidiaries of which we have not acted
as auditors, which are indicated in Note 6 to the financial statements.
c) We are satisfied that the financial statements 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.
d) The audit reports on the financial statements of the subsidiaries did not contain any qualification or any adverse comment
made under Section 174(3) of the Act.
33
INDEPENDENT AUDITOR’S REPORT to the members of Atis Corporation Berhad (incorporated in Malaysia)
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.
MAZARS TANG KIN KHEONG

No. AF: 1954 No. 1501/9/11 (J/PH)
Chartered Accountants Partner
Kuala Lumpur
34
BALANCE
SHEETS 31 December 2009
Group Company
Note 31.12.2009 31.3.2009 31.12.2009 31.3.2009

RM’000 RM’000 RM’000 RM’000
ASSETS
Property, plant and equipment 3 51,364 52,660 - -
Prepaid lease payments 4 2,683 2,743 - -
Investment properties 5 10,441 11,446 - -
Investments in subsidiaries 6 - - 36,342 42,806
Investments in associates 7 110,204 15,587 78,640 9,104
Other investments 8 7,514 15,029 7,485 15,000
Intangible assets 9 13,227 13,201 - -
Deferred tax assets 10 461 863 - -
TOTAL NON-CURRENT ASSETS 195,894 111,529 122,467 66,910
Inventories 11 79,612 56,665 - -

Receivables, deposits and prepayments 12 180,181 155,191 3 3
Amounts due from subsidiaries 13 - - 37,511 64,592
Amounts due from associates 14 549 691 - -
Current tax assets 3,346 4,180 35 14
Assets classified as held for sale 15 739 843 - -
Cash and cash equivalents 36,650 56,984 656 4,656
TOTAL CURRENT ASSETS 301,077 274,554 38,205 69,265
TOTAL ASSETS 496,971 386,083 160,672 136,175
EQUITY
Share capital 16 79,934 79,934 79,934 79,934
Share premium 9,220 9,220 9,220 9,220
Reserves 17 173,628 125,665 71,464 46,207
Total equity attributable to

shareholders of the Company 262,782 214,819 160,618 135,361
Minority interests 33,983 21,016 - -
TOTAL EQUITY 296,765 235,835 160,618 135,361
LIABILITIES
Loans and borrowings 18 68,033 58,080 - -
Deferred tax liabilities 10 1,282 843 - -
TOTAL NON-CURRENT LIABILITIES 69,315 58,923 - -
35
BALANCE SHEETS 31 December 2009
Group Company
Note 31.12.2009 31.3.2009 31.12.2009 31.3.2009

RM’000 RM’000 RM’000 RM’000
Payables and accruals 19 69,074 45,480 54 814

Loans and borrowings 18 53,732 41,405 - -
Derivative financial liability 20 3,594 - - -
Current tax liabilities 4,491 4,440 - -
TOTAL CURRENT LIABILITIES 130,891 91,325 54 814
TOTAL LIABILITIES 200,206 150,248 54 814
TOTAL EQUITY AND LIABILITIES 496,971 386,083 160,672 136,175
Notes to and forming part of the financial statements are set out on pages 44 to 89
Auditors' Report - Pages 33 and 34
36
INCOME
STATEMENTS for the period ended 31 December 2009
Group Company
1.4.2009 1.4.2008 1.4.2009 1.4.2008

to to to to
Note 31.12.2009 31.3.2009 31.12.2009 31.3.2009
RM’000 RM’000 RM’000 RM’000
Revenue
- Sale of goods 354,746 497,831 - -
- Dividends - - 8,533 55,065
354,746 497,831 8,533 55,065

Cost of sales
- Cost of goods sold (280,406) (412,873) - -
Gross profit 74,340 84,958 8,533 55,065

Other income 2,782 5,303 - -
Distribution expenses (21,642) (27,600) - -
Administrative expenses (29,584) (37,686) (466) (7,240)
Other expenses (1,967) (6,751) - (2,000)
Results from operating activities 23,929 18,224 8,067 45,825

Interest income 239 786 84 86
Finance costs (3,156) (6,766) (50) (18)
Operating profit 22 21,012 12,244 8,101 45,893

Share of profit after tax of
equity accounted associates 1,496 3,453 - -
Loss on disposal of subsidiaries - (19) - -
Gain on dilution of interests in a subsidiary 29 (b) 14,426 21,295 21,803 28,063
Negative goodwill arising from
acquistion of an associate company 29 (a) 23,451 - - -
Profit before tax 60,385 36,973 29,904 73,956

Tax expenses 24 (6,183) (4,439) (2,112) (13,511)
Profit for the period 54,202 32,534 27,792 60,445
Attributable to:
Shareholders of the Company 51,903 30,179 27,792 60,445
Minority interests 2,299 2,355 - -
Profit for the period 54,202 32,534 27,792 60,445
Basic earnings per ordinary share (sen) 25 35.4 19.7
37
STATEMENTs OF
CHANGES IN EQUITY for the period ended 31 December 2009
Attributable to shareholders of the Company

----------------- Non-distributable ----------------- Distributable
Share
Share Share Treasury Translation option Retained Minority Total
Note capital premium shares reserve reserve earnings Total interests equity
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
At 1 April 2008 79,397 8,579 - (205) 874 109,192 197,837 3,762 201,599
Profit for the year - - - - - 30,179 30,179 2,355 32,534
Total recognised
income and expense
for the year - - - - - 30,179 30,179 2,355 32,534
Exchange differences
on translation of the
financial statements
of foreign entities - - - (1) - - (1) 46 45
Gains not recognised

in the income
statements - - - (1) - - (1) 46 45
Issuance of shares
from exercise
of ESOS 537 564 - - - - 1,101 - 1,101
Transfer to share
premium for
ESOS exercised - 77 - - (77) - - - -
Transfer to retained
earnings for
ESOS lapsed - - - - (797) 797 - - -
Repurchase of
treasury shares - - (14,297) - - - (14,297) - (14,297)
Dilution of interests
in a subsidiary 29(f) - - - - - - - 14,853 14,853
At 31 March 2009 79,934 9,220 (14,297) (206) - 140,168 214,819 21,016 235,835
38

----------------- Non-distributable ----------------- Distributable
Share Share Treasury Translation Hedge Retained Minority Total

Note capital premium shares reserve reserve earnings Total interests equity
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
At 1 April 2009 79,934 9,220 (14,297) (206) - 140,168 214,819 21,016 235,835
Profit for the period - - - - - 51,903 51,903 2,299 54,202
Total recognised
income and expense
for the period - - - - - 51,903 51,903 2,299 54,202
Exchange differences
on translation
of the financial
statements of
foreign entities - - - 478 - - 478 421 899
Gains not recognised

in the income
statements - - - 478 - - 478 421 899
Fair value adjustment

on cash flow hedge - - - - (1,883) - (1,883) - (1,883)
Repurchase of
treasury shares - - (2,535) - - - (2,535) - (2,535)
Dividends paid to
minority shareholders - - - - - - - (3,600) (3,600)
Dilution of interests
in a subsidiary 29(b) - - - - - - - 13,847 13,847
At 31 December 2009 79,934 9,220 (16,832) 272 (1,883) 192,071 262,782 33,983 296,765
39
STATEMENTS OF CHANGES IN EQUITY for the period ended 31 December 2009

------------------ Non-distributable ------------------ Distributable
(Accumulated
losses)/
Share Share Treasury Share option Retained Total

capital premium shares reserve earnings equity
Company RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
At 1 April 2008 79,397 8,579 - 875 (739) 88,112

Profit for the year - - - - 60,445 60,445
Issuance of shares from exercise of ESOS 537 564 - - - 1,101
Transfer to share premium for ESOS
exercised - 77 - (77) - -
Transfer to retained earnings for ESOS
lapsed - - - (798) 798 -
Repurchase of treasury shares - - (14,297) - - (14,297)
At 31 March 2009 79,934 9,220 (14,297) - 60,504 135,361

Profit for the period - - - - 27,792 27,792
Repurchase of treasury shares - - (2,535) - - (2,535)
At 31 December 2009 79,934 9,220 (16,832) - 88,296 160,618
40
CASH FLOW
STATEMENTS for the period ended 31 December 2009
Group Company

1.4.2009 1.4.2008 1.4.2009 1.4.2008
to to to to
31.12.2009 31.3.2009 31.12.2009 31.3.2009
RM’000 RM’000 RM’000 RM’000
CASH FLOWS FROM OPERATING ACTIVITIES

Adjustments for:
Allowance for diminution in value of
investment in a subsidiary - - - 2,000
Allowance for doubtful debts, net 1,834 - - -
Amortisation of intangible assets 51 62 - -
Amortisation of prepaid lease payments 60 69 - -
Bad debts written off 55 - - -
Depreciation of investment properties 266 317 - -
Depreciation of property, plant and equipment 3,530 6,593 - -
Dividend income from an associate - - - (965)
Dividend income from a subsidiary - - (8,533) (54,100)
Finance costs 3,156 6,766 50 18
Gain on disposal of assets held for sale - (101) - -
Gain on dilution of interests in a subsidiary 29(b),(f) (14,426) (21,295) (21,803) (28,063)
Impairment loss on goodwill - 868 - -
Interest income (239) (786) (84) (86)
Loss on disposal of prepaid lease payments - 87 - -
(Gain)/Loss on disposal of property, plant and equipment (185) 32 - -
Loss on disposal of subsidiaries - 19 - -
Negative goodwill arising from acquisition
of an associate company 29(a)(iii) (23,451) - - -
Property, plant and equipment written off 256 1,340 - -
Inventories written down, net 968 - - -
Share of profit of equity accounted associates (1,496) (3,453) - -
Unrealised foreign exchange loss 5 2 - -
Operating profit/(loss) before working capital changes 30,769 27,493 (466) (7,240)
Changes in working capital:

Amounts due from/(to) associates 162 (473) - -
Amounts due from/(to) subsidiaries - - 27,081 (34,928)
Inventories (23,915) 32,891 - -
Payables and accruals 24,412 (15,824) (760) 784
Receivables, deposits and prepayments (25,978) 44,474 - -
Cash from/(used in) operations 5,450 88,561 25,855 (41,384)
41
CASH FLOW STATEMENTS for the period ended 31 December 2009
Group Company

1.4.2009 1.4.2008 1.4.2009 1.4.2008
to to to to
Note 31.12.2009 31.3.2009 31.12.2009 31.3.2009
RM’000 RM’000 RM’000 RM’000
Income taxes paid (4,459) (7,711) - -

Interest paid (302) (227) - -
Interest received - 13 62 -
Net cash from/(used in) operating activities 689 80,636 25,917 (41,384)
CASH FLOWS FROM INVESTING ACTIVITIES

Acquisition of other investments (7,485) (15,000) (7,485) (15,000)
Acquisition of intangible assets (77) - - -
Acquisition of property, plant and equipment (2,929) (6,061) - -
Proceeds from dilution of interests in a subsidiary 28,272 36,148 28,272 36,148
Disposal of subsidiaries, net of cash disposed - (38) - -
Dividends received from an associate - 965 - 965
Dividends received from a subsidiary - - 6,400 40,575
Dividends received from other investments - - - -
Increase in investment in a subsidiary - - (5) (408)
Increase in investment in an associate (54,669) (3,500) (54,536) (3,500)
Interest received 239 773 22 86
Proceeds from disposal of assets held for sale - 2,275 - -
Proceeds from disposal of prepaid lease payments - 57 - -
Proceeds from disposal of property, plant and equipment 623 501 - -
Net cash (used in)/from investing activities (36,026) 16,120 (27,332) 58,866
CASH FLOWS FROM FINANCING ACTIVITIES

Dividend paid to minority shareholders (3,600) - - -
Interest paid (2,854) (6,539) (50) (18)
Net drawdown of term loan 14,604 46,389 - -
Proceeds from issuance of share capital - 1,101 - 1,101
Drawdown/(Repayment) of trust receipts
and bankers' acceptances 36,094 (43,814) - -
Repayment of commercial papers (25,000) (55,000) - -
Repayment of finance lease liabilities (1,352) (1,287) - -
Repurchase of treasury shares (2,535) (14,297) (2,535) (14,297)
Withdrawal of pledged deposits with licensed banks - 869 - -
Net cash from/(used in) financing activities 15,357 (72,578) (2,585) (13,214)
42
CASH FLOW STATEMENTS for the period ended 31 December 2009
Group Company

1.4.2009 1.4.2008 1.4.2009 1.4.2008
to to to to
Note 31.12.2009 31.3.2009 31.12.2009 31.3.2009
RM’000 RM’000 RM’000 RM’000
Net (decrease)/increase in cash and cash equivalents (19,980) 24,178 (4,000) 4,268
Cash and cash equivalents at beginning

of financial period/year (i) 55,504 31,326 4,656 388
Cash and cash equivalents at end of financial period/year (i) 35,524 55,504 656 4,656
(i) Cash and cash equivalents

Cash and cash equivalents included in the cash flow statements comprise the following balance sheet amounts:
Group Company

1.4.2009 1.4.2008 1.4.2009 1.4.2008
to to to to
31.12.2009 31.3.2009 31.12.2009 31.3.2009
RM’000 RM’000 RM’000 RM’000
Cash and bank balances 36,650 56,984 656 4,656

Bank overdrafts - unsecured (1,126) (1,480) - -
35,524 55,504 656 4,656
43
NOTES TO THE
FINANCIAL STATEMENTS for the period ended 31 December 2009
1. SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of preparation
The financial statements of the Group and the Company have been prepared in accordance with Financial Reporting
Standards (“FRS”), issued by the Malaysia Accounting Standards Board (“MASB”), accounting principles generally
accepted and the Companies Act, 1965 in Malaysia.
The financial statements have been prepared on the historical cost basis.
These financial statements are presented in Ringgit Malaysia (RM), which is the Group and the Company’s functional
currency. All financial information presented in RM has been rounded to the nearest thousands, unless otherwise stated.
(b) New/Revised FRSs, Issues Committee Interpretation (“IC Interpretations”) and Amendments to FRSs that are not yet
effective
The Group and the Company have not applied the following new/revised FRSs and IC Interpretations (including their
consequential amendments) that have been issued by MASB and relevant to its operations but are not yet effective.
Effective for financial

periods beginning
New FRSs, Amendments to FRSs and Interpretations on or after
FRS 3 Business Combinations (revised) 1 July 2010

FRS 7 Financial Instruments: Disclosures 1 January 2010
FRS 8 Operating Segments 1 July 2009
FRS 101 Presentation of Financial Statements (revised) 1 January 2010
FRS 123 Borrowing Costs (revised) 1 January 2010
FRS 127 Consolidated and Separate Financial Statements (revised) 1 July 2010
FRS 139 Financial Instruments: Recognition and Measurement 1 January 2010
Improvements to FRSs (2009) 1 January 2010
Improvements to FRSs (2010) 1 July 2010
IC Interpretation 9 Reassessment of Embedded Derivatives 1 January 2010
IC Interpretation 10 Interim Financial Reporting and Impairment 1 January 2010
IC Interpretation 11 FRS 2 - Group and Treasury Share Transactions 1 January 2010
Consequential amendments were also made to various existing FRSs adopted by the Group and the Company in
the previous years. The Group and the Company have not applied these amendments as they are only effective for
financial periods beginning on or after 1 January 2010 and 1 July 2010.
The above new/revised FRSs, IC Interpretations and Amendments to FRSs are not expected to have any significant
impact on the financial statements of the Group upon their initial application except for the presentation requirements
in FRS 101 and FRS 8 as discussed below:
FRS 101 – Presentation of Financial Statements

FRS 101 requires an entity to present, in a statement of changes in equity, all owner changes in equity. All non-
owner changes in equity (i.e. comprehensive income) are required to be presented in one statement of comprehensive
income or in two statements (a separate income statement and a statement of comprehensive income). Components
of comprehensive income are not permitted to be presented in the statement of changes in equity.
44
1. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(b) New/Revised FRSs, Issues Committee Interpretation (“IC Interpretations”) and Amendments to FRSs that are not yet
effective (cont’d)
FRS 101 – Presentation of Financial Statements (cont’d)
In addition, a statement of financial position is required at the beginning of the earliest comparative period following
a change in accounting policy, the correction of an error or the reclassification of items in the financial statements.
FRS 8 – Operating Segment

FRS 8 will become effective for financial statements of the Group for the year ending 31 December 2010. FRS
8, which replaces FRS 114, Segment Reporting, requires identification and reporting of operating segments based
on internal reports that are regularly reviewed by the entity’s chief operating decision maker in order to allocate
resources to the segment and to assess its performance. Currently, the Group presents segment information in
respect of its business segments (Note 27). Under FRS 8, the Group will present segment information in respect of
its operating segments: trading and manufacturing.
(c) Significant accounting estimates and judgements

The preparation of financial statements requires management to exercise judgement in the process of applying the
accounting policies. It also requires the use of accounting estimates and assumptions that affect the reported amounts
of assets, liabilities, and disclosures of contingent assets and liabilities at the balance sheet date, and the reported
amounts of income and expenses during the financial year.
Although these estimates are based on management’s best knowledge of current events and actions, historical
experiences and various other factors, including expectations for future events that are believed to be reasonable
under the circumstances, actual results may ultimately differ from these estimates.
The 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.
Critical judgements made in applying accounting policies

The following are judgements made by the management in the process of applying the Group’s accounting policies
that have the most significant effect on the amounts recognised in the financial statements.
(i) Assessment of impairment of freehold and leasehold lands and buildings

At each balance sheet date, the Group carried out a review of recoverable amounts of its freehold and leasehold
lands and buildings against the carrying amounts and the differences between the recoverable amounts and the
carrying amounts were provided as impairment loss. For the purpose of impairment testing of these assets, the
recoverable amount is determined based on prevailing market value determined by professional valuers and
Directors’ informal enquiries with registered valuers factoring market conditions during the period. Based on the
Group’s review, no impairment loss is required.
(ii) Assessment of impairment of investment in subsidiaries and associates

At each balance sheet date, the Group carried out a review of recoverable amounts of its investments in
subsidiaries and associates. This requires the determination of future economic benefits expected to be derived
from the investments and ultimate disposal of such investments. The Group makes estimates and assumptions
that involve significant judgment and estimation. While the Group believes that the assumptions are appropriate
and reasonable, changes in these assumptions may affect the assessment of the value of the investments and
could have been an impact on the Group’s financial position and results of operations.
45
NOTES TO THE FINANCIAL STATEMENTS for the period ended 31 December 2009

(c) Significant accounting estimates and judgements (cont’d)
Critical judgements made in applying accounting policies (cont’d)
(iii) Assessment of impairment of goodwill
The Group determines whether goodwill is impaired at least on an annual basis. This requires an estimation of
the value-in-use of the cash generating unit (“CGU”) to which goodwill is allocated. Estimating a value-in-use
amount requires the management to make an estimate of the expected future cash flows from the CGU and
also to choose a suitable discount rate in order to calculate the present value of those cash flows. The carrying
amount of goodwill as at the balance sheet date is disclosed in Note 9.

Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources associated with estimation uncertainty at the balance
sheet date that have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
within the next financial year are discussed below:
(i) Deferred tax assets
Deferred tax assets are recognised for all unused tax losses and unabsorbed capital allowances to the extent that
it is probable that taxable profits will be available against which the losses and capital allowances can be utilised.
Significant management judgement is required to determine the amount of deferred tax assets that can be recognised
based upon the likely timing and level of future taxable profits together with future tax planning strategies.
(ii) Allowance for doubtful debts

The Group makes allowance for doubtful debts based on assessment of recoverability. Allowance for doubtful
debts is applied to receivables where events or changes in circumstances indicate that the carrying amounts
may not be recoverable. Whilst management’s judgement is guided by the past experiences, judgement is made
about the future recoverable of debts.
(iii) Allowance for inventories

The Group reviews the inventory listing on a periodic basis. This review involves comparison of the carrying value
of inventory items with the respective realisable value. The purpose is to ascertain that proper action had been
taken in relation to the writing off of obsolete items and the making of allowance for slow moving items.
(d) Basis of consolidation

(i) Subsidiaries
Subsidiaries are entities, including unincorporated entities, controlled by the Group. Control exists when the
Group has the ability to exercise its power to govern the financial and operating policies of an entity so as to
obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable are
taken into account. Subsidiaries are consolidated using the purchase method of accounting.
Under the purchase method of accounting, the financial statements of subsidiaries are included in the consolidated
financial statements from the date that control commences until the date that control ceases.
Investments in subsidiaries are stated in the Company’s balance sheet at cost less any impairment losses.
(ii) Associates
Associates are entities, including unincorporated entities, in which the Group has significant influence, but not
control, over the financial and operating policies.
46

(d) Basis of consolidation (cont’d)
(ii) Associates (cont’d)
Associates are accounted for in the consolidated financial statements using the equity method, unless it is
classified as held for sale or included in a disposal group that is classified as held for sale. The consolidated
financial statements include the Group’s share of the profit and loss of the equity accounted associate, after
adjustments, if any, to align the accounting policies with those of the Group, from the date that significant
influence commences until the date that significant influence ceases.
When the Group’s share of losses exceeds its interest in an equity accounted associate, the carrying amount of that
interest (including any long-term investments) is reduced to nil and the recognition of further losses is discontinued
except to the extent that the Group has an obligation or has made payments on behalf of the investee.
Investments in associates are stated in the Company’s balance sheet at cost less any impairment losses.
(iii) Changes in Group composition

Where a subsidiary disposes equity shares to minority interests for cash consideration and the issue price has
been established at fair value, the reduction in the Group’s interests in the subsidiary is accounted for as a
disposal of equity interest with the corresponding gain or loss recognised in the income statements.
When a Group purchases a subsidiary’s equity shares from minority interests for cash consideration and the purchase
price has been established at fair value, the accretion of the Group’s interests in the subsidiary is accounted for as
a purchase of equity interest for which the acquisition accounting method of accounting is applied.
The Group treats all other changes in group composition as equity transactions between the Group and its
minority shareholders. Any difference between the Group’s share of net assets before and after the change, and
any consideration received or paid, is adjusted to or against Group reserves.
(iv) Minority interest

Minority interest at the balance sheet date, being the portion of the net identifiable assets (excluding goodwill)
of subsidiaries attributable to equity interests that are not owned by the Company, whether directly or indirectly
through subsidiaries, are presented in the consolidated balance sheet and statement of changes in equity within
equity, separately from equity attributable to the equity shareholders of the Company. Minority interest in the
results of the Group is presented on the face of the consolidated income statement as an allocation of the total
profit or loss for the year between minority interest and the equity shareholders of the Company.
When losses applicable to the minority exceed the minority’s interest in the equity of a subsidiary, the excess,
and any further losses applicable to the minority, are charged against the Group’s interest except to the extent
that the minority has a binding obligation to, and is able to, make additional investment to cover the losses.
If the subsidiary subsequently reports profits, the Group’s interest is allocated with all such profits until the
minority’s share of losses previously absorbed by the Group has been recovered.
(v) Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group
transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains arising from
transactions with equity accounted investees are eliminated against the investment to the extent of the Group’s
interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the
extent that there is no evidence of impairment.
47

(e) Foreign currency
(i) Foreign currency transactions
Transactions in foreign currencies are translated to the respective functional currencies of Group entities at
exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies
at the balance sheet date are retranslated to the functional currency at the exchange rate at that date. Non-
monetary assets and liabilities denominated in foreign currencies are translated at exchange rates at the dates
of the transactions except for those that are measured at fair value, which are retranslated to the functional
currency at the exchange rate at the date that the fair value was determined. Foreign currency differences
arising on retranslation are recognised in the income statements.
(ii) Operations denominated in functional currencies other than Ringgit Malaysia

The assets and liabilities of operations in functional currencies other than RM, including goodwill and fair value
adjustments arising on acquisition, are translated to RM at exchange rates at the balance sheet date. The income
and expenses of foreign operations are translated to RM at exchange rates at the dates of the transactions.
Foreign currency differences are recognised in translation reserve. On disposal, accumulated translation
differences are recognised in the consolidated income statement as part of the gain or loss on sale.
(iii) Net investment in foreign operations

Exchange differences arising from monetary items that in substance form part of the Company’s net investment
in foreign operations, are recognised in the Company’s income statement. Such exchange differences are
reclassified to equity in the consolidated financial statements. Deferred exchange differences are recognised in
to the consolidated income statement upon disposal of the investment.
(f) Property, plant and equipment

(i) Recognition and measurement
Freehold land and assets under construction are stated at cost less any accumulated impairment losses.
Other items of property, plant and equipment are stated at cost less any accumulated depreciation and any
accumulated impairment losses.
Cost includes expenditures that are directly attributable to the acquisition of the asset, any other costs directly
attributable to bringing the asset to working condition for its intended use, and the costs of dismantling and
removing the items and restoring the site on which they are located. The cost of self-constructed assets includes
the cost of materials and direct labour. Purchased software that is integral to the functionality of the related
equipment is capitalised as part of that equipment.
The cost of property, plant and equipment recognised as a result of a business combination is based on fair
value at acquisition date. The fair value of property is the estimated amount for which a property could be
exchanged between a willing buyer and a willing seller in an arm’s length transaction after proper marketing
wherein the parties had each acted knowledgeably, prudently and without compulsion. The fair value of other
items of plant and equipment is based on the quoted market prices for similar items.
When significant parts of an item of property, plant and equipment have different useful lives, they are
accounted for as separate items (major components) of property, plant and equipment.
Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the
proceeds from disposal with the carrying amount of property, plant and equipment and are recognised net
within “other income” or “other expenses” respectively in the income statements.
48

(f) Property, plant and equipment (cont’d)
(ii) Subsequent costs
The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of
the item if it is probable that the future economic benefits embodied within the part will flow to the Group and
its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The costs of the
day-to-day servicing of property, plant and equipment are recognised in the income statements as incurred.
(iii) Depreciation
Depreciation is recognised in the income statements on a straight-line basis over the estimated useful lives of
each part of an item of property, plant and equipment. Leased assets are depreciated over the shorter of the
lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end
of the lease term, in which case depreciation is recognised over the useful life of the leased assets. Freehold
land is not depreciated. Property, plant and equipment under construction are not depreciated until the assets
are ready for their intended use.
The estimated useful lives for the current and comparative periods are as follows:
• Buildings 50 years
• Factory, office equipment, furniture and fittings and renovations 5 - 12 years
• Plant and machinery 8 - 10 years
• Motor vehicles 5 - 6 years
Depreciation methods, useful lives and residual values are reassessed at the balance sheet date.
(g) Leased assets

(i) Finance lease
Leases in terms of which the Group assumes substantially all the risks and rewards of ownership are classified
as finance leases. Upon initial recognition the leased asset is measured at an amount equal to the lower of its
fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is
accounted for in accordance with the accounting policy applicable to that asset.
Minimum lease payments made under finance leases are apportioned between the finance expense and the
reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so
as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent lease
payments are accounted for by revising the minimum lease payments over the remaining term of the lease when
the lease adjustment is confirmed.
(ii) Operating lease

Other leases are operating leases and, except for property interest held under operating lease, the leased assets
are not recognised on the Group’s balance sheet. Property interest held under an operating lease, which is held
to earn rental income or for capital appreciation or both, is classified as investment property.
Leasehold land that normally has an indefinite economic life and title is not expected to pass to the lessee by
the end of the lease term is treated as an operating lease. The payment made on entering into or acquiring a
leasehold land is accounted for as prepaid lease payments that are amortised over the lease term of between
93 to 99 years.
49

(g) Leased assets (cont’d)
(ii) Operating lease (cont’d)
Payments made under operating leases are recognised in the income statements on a straight-line basis over
the term of the lease. Lease incentives received are recognised as an integral part of the total lease expense,
over the term of the lease.
(h) Intangible assets

(i) Goodwill
Goodwill arises on business combinations and is measured at cost less any accumulated impairment losses.
For acquisitions prior to 1 January 2006, goodwill represents the excess of the cost of the acquisition over the
Group’s interest in the fair values of the net identifiable assets and liabilities.
For business combinations beginning 1 January 2006, goodwill represents the excess of the cost of acquisition over
the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquiree.
Any excess of the Group’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and
contingent liabilities over the cost of acquisition is recognised immediately in the income statements.
(ii) Franchise fees

Franchise fees that are acquired by the Group are stated at cost less any accumulated amortisation and any
accumulated impairment losses.
(iii) Subsequent expenditure

Subsequent expenditure on capitalised intangible assets is capitalised only when it increases the future economic
benefits embodied in the specific asset to which it relates. All other expenditure is expensed as incurred.
(iv) Amortisation
Goodwill is tested for impairment annually and whenever there is an indication that it may be impaired.
Franchise fees are amortised from the date that it is available for use. Amortisation of franchise fees is charged
to the income statements on a straight-line basis over the estimated useful life of the franchise fees.
The estimated useful life of other intangible assets is 10 years.
The fair value of franchise fees is based on the discounted cash flows expected to be derived from the use and
eventual sale of the asset.
(i) Investments in debt and equity securities

Investments in debt and equity securities are recognised initially at fair value plus attributable transaction costs.
Subsequent to initial recognition:

• Investments in non-current equity securities other than investments in subsidiaries and associates, are stated at
cost less allowance for diminution in value,
50

(i) Investments in debt and equity securities (cont’d)
Subsequent to initial recognition: (cont’d)
• Investments in non-current debt securities are stated at amortised cost using the effective interest method less
allowance for diminution in value,
• All current investments are carried at the lower of cost and market value, determined on individual investment
basis by category of investments.
Where in the opinion of the Directors, there is a decline other than temporary in the value of non-current equity
securities and non-current debt securities other than investments in subsidiaries and associates, the allowance for
diminution in value is recognised as an expense in the financial year in which the decline is identified.
On disposal of an investment, the difference between net disposal proceeds and its carrying amount is
recognised in the income statements.
All investments in debt and equity securities are accounted for using settlement date accounting. Settlement date
accounting refers to:
(i) the recognition of an asset on the day it is received by the entity, and
(ii) the derecognition on an asset and recognition of any gain or loss on disposal on the date it is delivered.
(j) Investment property

(i) Investment property carried at cost
Investment properties are properties which are owned to earn rental income or for capital appreciation or for
both. These include land (other than leasehold land) held for a currently undetermined future use. Properties that
are occupied by the companies in the Group are accounted for as owner-occupied rather than as investment
properties.
Investment properties are stated at cost less any accumulated depreciation and any accumulated impairment losses,
consistent with the accounting policy for property, plant and equipment as stated in accounting policy note 2(f).
Depreciation is charged to the income statements on a straight-line basis over the estimated useful life of 50
years for buildings. Freehold land is not depreciated.
(ii) Determination of fair value

The Directors estimate the fair values of the Group’s investment properties for disclosure purposes without the
involvement of independent valuers.
The fair values are based on market values, being the estimated amount for which a property could be exchanged
on the date of the valuation between a willing buyer and a willing seller in an arm’s length transaction after
proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.
Significant assumptions in arriving at the fair value of investment properties are disclosed in Note 2 (c) (i) and Note 5.
51

(k) Inventories
Inventories are measured at the lower of cost and net realisable value. The cost of inventories is mainly based on
the first-in first-out principle and includes expenditure incurred in acquiring the inventories and bringing them to their
existing location and condition. Net realisable value is the estimated selling price in the ordinary course of business,
less the estimated cost necessary to make the sale.
The fair value of inventories acquired in a business combination is determined based on its estimated selling price
in the ordinary course of business less the estimated costs of completion and sale, and a reasonable profit margin
based on the effort required to complete and sell the inventories.
(l) Receivables
Receivables are initially recognised at their cost when the contractual right to receive cash or another financial asset
from another entity is established.
Subsequent to initial recognition, receivables are stated at cost less allowance for doubtful debts.
Receivables are not held for the purpose of trading.
(m) Non-current assets held for sale

Non-current assets that are expected to be recovered primarily through sale rather than through continuing use are
classified as held for sale. Immediately before classification as held for sale, the assets are remeasured in accordance
with the Group’s accounting policies. Thereafter generally the assets are measured at the lower of their carrying
amount and fair value less cost to sell. Impairment losses on initial classification as held for sale and subsequent
gains or losses on remeasurement are recognised in the income statements. Gains are not recognised in excess of
any cumulative impairment loss.
(n) Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, balances and deposits placed with licensed banks. For the
purpose of the cash flow statements, cash and cash equivalents are presented net of bank overdrafts and pledged
deposits.
(o) Impairment of assets

The carrying amounts of assets, except for inventories, deferred tax assets, non-current assets classified as held for
sale and financial assets (other than investments in subsidiaries and associates) are reviewed at each reporting date
to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable
amount is estimated. For goodwill that has an infinite useful life or that are not yet available for use, the recoverable
amount is estimated at each reporting date.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less
costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using
a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to
the asset. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that
generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups
of assets (the “cash-generating unit”). Goodwill acquired in a business combination, for the purpose of impairment
testing, is allocated to cash-generating units that are expected to benefit from the synergies of the combination.
52

(o) Impairment of assets (cont’d)
An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable
amount. Impairment losses are recognised in the income statements. Impairment losses recognised in respect of cash-
generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to
reduce the carrying amount of the other assets in the unit (groups of units) on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised
in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer
exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable
amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the
carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had
been recognised. Reversals of impairment losses are credited to the income statements in the year in which the
reversals are recognised.
(p) Equity instruments

All equity instruments are stated at cost on initial recognition and are not re-measured subsequently.
Repurchase of share capital

When share capital recognised as equity is repurchased, the amount of the consideration paid, including directly
attributable costs, is recognised as a deduction from equity and is not re-valued for subsequent changes in the
fair value or market price of shares. Repurchased shares are classified as treasury shares and are presented as a
deduction from total equity.
Where 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.
Where treasury shares are reissued by re-sale in the open market, the difference between the sales consideration
net of directly attributable costs and the carrying amount of the treasury shares is recognised in equity.
(q) Loans and borrowings

Loans and borrowings are stated at amortised cost with any difference between cost and redemption value being
recognised in the income statements over the period of the loans and borrowings using the effective interest method.
(r) Employee benefits

(i) Short term employee benefits
Short-term employee benefit obligations in respect of salaries, annual bonuses, paid annual leave and sick leave
are measured on an undiscounted basis and are expensed as the related service is provided.
A provision is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing
plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service
provided by the employee and the obligation can be estimated reliably.
The Group’s contributions to statutory pension funds are charged to the income statements in the year to which
they relate. Once the contributions have been paid, the Group has no further payment obligations.
53

(r) Employee benefits (cont’d)
(ii) Share-based payment transactions
The grant date fair value of options granted to employees is recognised as an employee expense, with a
corresponding increase in equity, over the period that the employees become unconditionally entitled to the options.
The amount recognised as an expense is adjusted to reflect the actual number of share options that vest.
The fair value of employee share options is measured using a Black Scholes model. Measurement inputs include
share price on measurement date, exercise price of the instrument, expected volatility (based on weighted
average historic volatility adjusted for changes expected due to publicly available information), weighted average
expected life of the instruments (based on historical experience and general option holder behaviour), expected
dividends, and the risk-free interest rate (based on government bonds). Service and non-market performance
conditions attached to the transactions are not taken into account in determining fair value.
(s) Contingent liabilities

Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated
reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is
remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or
more future events are also disclosed as contingent liabilities unless the probability of outflow of economic benefits
is remote.
Where the Company enters into financial guarantee contracts to guarantee the indebtedness of other companies
within its group, the Company considers these to be insurance arrangements, and accounts for them as such. In this
respect, the Company treats the guarantee contract as a contingent liability until such time as it becomes probable
that the Company will be required to make a payment under the guarantee.
(t) Payables
Payables are measured initially and subsequently at cost. Payables are recognised when there is a contractual
obligation to deliver cash or another financial asset to another entity.
(u) Revenue recognition

(i) Goods sold
Revenue from the sale of goods is measured at fair value of the consideration received or receivable, net of
returns and allowances, trade discounts and volume rebates. Revenue is recognised when the significant risks
and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the
associated costs and possible return of goods can be estimated reliably, and there is no continuing management
involvement with the goods.
(ii) Dividend income

Dividend income is recognised when the right to receive payment is established.
54

(v) Rental income
Rental income from investment property is recognised in the income statements on a straight-line basis over the term
of the lease. Lease incentives granted are recognised as an integral part of the total rental income, over the term of
the lease.
(w) Interest income and borrowing costs

Interest income is recognised in the income statements as it accrues, using the effective interest method.
All borrowing costs are recognised in the income statements using the effective interest method, in the period in which
they are incurred.
(x) Tax expense

Tax expense comprises current and deferred tax. Tax expense is recognised in the income statements except to the
extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively
enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying
amounts of assets and liabilities for reporting purposes and the amounts used for taxation purposes. Deferred tax
is not recognised for the following temporary differences: the initial recognition of goodwill, the initial recognition
of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor
taxable profit (tax loss). Deferred tax is measured at the tax rates that are expected to be applied to the temporary
differences when they reverse, based on the laws that have been enacted or substantively enacted by the balance
sheet date.
Deferred tax liability is recognised for all taxable temporary differences.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against
which temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced
to the extent that it is no longer probable that the related tax benefit will be realised.
(y) Earnings per share

The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated
by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number
of ordinary shares outstanding during the period.
(z) Segment reporting

A segment is a distinguishable component of the Group that is engaged either in providing products or services
(business segment), or in providing products or services within a particular economic environment (geographical
segment), which is subject to risks and rewards that are different from those of other segments.
55
3. PROPERTY, PLANT AND EQUIPMENT

Factory,
office
equipment,
furniture and Assets
Group Freehold fittings and Plant and Motor under
land Buildings renovations machinery vehicles construction Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Cost
At 1 April 2008 5,892 26,875 26,704 2,767 6,679 236 69,153
Additions - 791 4,023 545 702 - 6,06
Disposals - - (542) (44) (733) - (1,319)
Write off - - (311) (1,619) (40) - (1,970)
At 31 March 2009 5,892 27,666 29,874 1,649 6,608 236 71,925

Additions - 11 1,885 654 379 - 2,929
Disposals - - (136) (537) (261) - (934)
Write off - - (314) (255) - - (569)
At 31 December 2009 5,892 27,677 31,309 1,511 6,726 236 73,351
Depreciation
At 1 April 2008 - 1,393 8,018 423 4,033 - 13,867
Charge for the year - 463 4,152 1,059 919 - 6,593
Disposals - - (260) (34) (492) - (786)
Write off - - (179) (411) (40) - (630)
At 31 March 2009 - 1,856 11,731 1,037 4,420 - 19,044

Charge for the period - 290 2,564 258 418 - 3,530
Disposals - - (80) (205) (210) - (495)
Write off - - (191) (122) - - (313)
At 31 December 2009 - 2,146 14,024 968 4,628 - 21,766
Impairment loss
At 1 April 2008/31 March 2009/
1 April 2009/31 December 2009 - - - - - 221 221
Carrying amounts
At 31 March 2009 5,892 25,810 18,143 612 2,188 15 52,660
At 31 December 2009 5,892 25,557 17,285 543 2,098 15 51,364
56
3. PROPERTY, PLANT AND EQUIPMENT

Security
Buildings with a carrying value of RM6,472,000 (31.3.2009 – RM6,571,000) is charged as securities to a licensed bank
for term loans as disclosed in Note 18.
Leased assets
The carrying amounts of property, plant and equipment acquired under finance lease arrangements are as follows:
Group
31.12.2009 31.3.2009
RM’000 RM’000
Motor vehicles 116 219

Factory, office equipment, furniture and fittings and renovation 535 1,866
Plant and machinery 1,123 1,617
4. PREPAID LEASE PAYMENTS

Leasehold land
Unexpired period
more than 50 years
Group
31.12.2009 31.3.2009
RM’000 RM’000
Cost
At 1 April 3,029 3,805
Disposals - (191)
Transfer to assets held for sale - (585)
At 31 December / 31 March 3,029 3,029
Amortisation
At 1 April 286 330
Amortisation for the period/year 60 69
Disposals - (47)
Transfer to assets held for sale - (66)
At 31 December / 31 March 346 286
Carrying amounts
57
4. PREPAID LEASE PAYMENTS (CONT’D)

Land titles
The land titles for leasehold land of the Group with carrying amounts of RM1,791,000 (31.3.2009 – RM1,844,000) were
pending issuance by the relevant authorities.

Security
Leasehold land with a carrying value of RM1,791,000 (31.3.2009 – Nil) is charged as securities to a licensed bank for
term loans as disclosed in Note 18.
5. INVESTMENT PROPERTIES
Group
31.12.2009 31.3.2009
RM’000 RM’000
Cost
At 1 April 12,883 13,293
Transfer to assets held for sale (905) (410)
Depreciation
At 1 April 1,437 1,206
Charge for the period/year 266 317
Transfer to assets held for sale (166) (86)
Carrying amounts
Included in the above are:

Freehold land 703 1,023
Buildings 9,738 10,423
10,441 11,446
Fair values
58
5. INVESTMENT PROPERTIES (CONT’D)

The following are recognised in the income statements in respect of investment properties:
Group
31.12.2009 31.3.2009
RM’000 RM’000
Rental income 302 248

Direct operating expenses:
- income generating investment properties 10 11
- non-income generating investment properties 1 10
Land titles
The land titles for freehold land of the Group with carrying amounts of RM522,000 (31.3.2009 – RM522,000) were
pending issuance by the relevant authorities.
Estimation of fair values

The fair values on investment properties stated at cost were obtained based on Directors’ informal enquiries made with
registered valuers factoring market conditions during the period.
Security
Leasehold building with a carrying value of RM8,063,000 (31.3.2009 – Nil) is charged as securities to a licensed bank
for term loans as disclosed in Note 18.
6. INVESTMENTS IN SUBSIDIARIES
Company
31.12.2009 31.3.2009
RM’000 RM’000
Unquoted shares, at cost 38,342 44,806

Less: Allowance for diminution in value of investment in a subsidiary (2,000) (2,000)
36,342 42,806
59
6. INVESTMENTS IN SUBSIDIARIES (CONT’D)

The details of the subsidiaries are as follows:
Effective ownership
Name of subsidiaries Principal activities interests
31.12.2009 31.3.2009
KVC Industrial Supplies Investment holding and distribution 64% 80%

Sdn. Bhd. > and supply of industrial, electrical and
electronic products and their related
accessories and components
Pressto Asia Sdn. Bhd. Laundry and franchising 80% 80%

of laundry businesses
TSA Industries Sdn. Bhd. Investment holding and distribution and 100% 100%
supply of non-ferrous and metal
and other industrial hardware products
Atis Properties Sdn. Bhd. Property holding 100% 100%
Elkom Transformer Components Dormant 51% -

Marketing Sdn. Bhd.
Subsidiaries of KVC Industrial Supplies Sdn. Bhd.

Alliance Motors and Drives Selling and distribution of electronic 64% 80%
Sdn. Bhd. > motor products
AZ Master (M) Sdn. Bhd. > Trading of raw materials for capacitor, 58% 72%
compressor wire and thermostat
Cable Solutions (SEA) Pte. Distribution and supply of industrial, 45% 56%
Ltd.*,&,> electrical and electronic products and
their related accessories and components
Cotel Precision Industries Trading and services on metrology and 64% 80%
Sdn. Bhd. > precision measuring equipment
Flexmodus Sdn. Bhd. > Provision of value-added and 64% 80%

integrated manufacturing services
GEIC Technology Sdn. Bhd. > Distribution and supply of 64% 80%
electronic components

KVC Electrical Components Distribution and supply of industrial, 64% 80%
Sdn. Bhd. > electrical and electronic products and
60

The details of the subsidiaries are as follows: (cont’d)
Effective ownership
31.12.2009 31.3.2009
KVC Industries Sdn. Bhd. > Distribution and supply of industrial, 64% 80%
electrical and electronic products and
KVC Industrial Supplies Distribution and supply of industrial, 64% 80%

(Kuantan) Sdn. Bhd. > electrical and electronic products and

(N.S.) Sdn. Bhd. > electrical and electronic products and

(Perak) Sdn. Bhd. > electrical and electronic products and

(Johor) Sdn. Bhd. > electrical and electronic products and

(Penang) Sdn. Bhd. > electrical and electronic products and

(Melaka) Sdn. Bhd. > electrical and electronic products and
KVC Installation Material Distribution and supply of industrial, 64% 80%

Store Sdn. Bhd. > electrical and electronic products and
KVC Connectors Sdn. Bhd. > Distribution and supply of industrial, 64% 80%
electrical and electronic products and
KVC Maritime Supplies Engage in marine maintenance, 64% 80%

and Engineering Sdn. Bhd. > engineering and other related activities
Li Tech Switchgear (M) Distribution and supply of electrical and 33% 41%
Sdn. Bhd. &,> electronic products and their related
accessories and components
61

Effective ownership
31.12.2009 31.3.2009
PT Fanah Jaya Maindo Distribution of electrical and 38% 48%

*,&,>, electronic accessories
R & R Industrial Products Distribution and supply of industrial, 64% 80%

(M) Sdn. Bhd. > electrical and electronic products and
KVC Controls & Automation Distribution and supply of industrial, 64% 80%
Sdn. Bhd. > electrical and electronic products
and their related accessories
and components
Allied Fluid Engineering Dormant 45% 56%

Sdn. Bhd. >,&
Subsidiary of Pressto Asia Sdn. Bhd.

Pressto Singapore Pte. Ltd. Laundry and franchising of 48% 48%
*,& laundry businesses
Subsidiaries of TSA Industries Sdn. Bhd.

Mitra Bintang Sdn. Bhd. Investment holding and property investment 100% 99.9%
One Choice Protection Film The Company has ceased its operations 100% 100%
Sdn. Bhd.

TSA Industries (Shah Alam) Distribution and supply of non-ferrous 100% 100%
Sdn. Bhd. metal and other industrial
hardware products
TSA Industries (Ipoh) Distribution and supply of non-ferrous 100% 100%

hardware products
TSA Industries Distribution and supply of non-ferrous 100% 100%

(Negeri Sembilan) Sdn. Bhd. metal and other industrial
hardware products
TSA Industries (Melaka) Distribution and supply of non-ferrous 100% 100%

hardware products
62

Effective ownership
31.12.2009 31.3.2009
TSA Industries (Johor) Distribution and supply of non-ferrous 100% 100%

hardware products
TSA Industries (Penang) Distribution and supply of non-ferrous 100% 100%

hardware products
TSA East Malaysia Sdn. Bhd. Distribution and supply of non-ferrous 100% 100%
(Formerly known as metal and other industrial
TSA Industries (Sabah) hardware products
Sdn. Bhd.
TSA Auto Parts Sdn. Bhd. Supply and distribution of automobile 100% 100%
industries spare parts
TSA Industries Middle East Dormant 100% 100%

FZ-LLC
TSA Pipes Manufacturing Manufacturing and trading of industrial 100% 100%

Sdn. Bhd. pipes products
TSA Servicing Centre Sdn. Bhd. Provide mechanical engineering 100% 100%
value added services
Subsidiary of AZ Master (M) Sdn. Bhd.

AZ Master International Co. Trading of industrial, electrical and 58% 72%
Limited *,> electronic products and their
related accessories and components,
provision of quality assurance and
document handling services
Subsidiary of AZ Master International Co. Limited

AZ Master International Trading of industrial, electrical and 58% 72%
(Shenzhen) Pte. Ltd. *,> electronic products and their related
accessories and components,
provision of quality assurance
and document
Subsidiary of Cable Solutions (SEA) Pte. Ltd.

PT Cable Solutions Indonesia Distribution of cable and 40% -
*,&,>,@ accessories
63

All of the subsidiaries and former subsidiaries are incorporated in Malaysia except for PT Fanah Jaya Maindo and PT
Cable Solutions Indonesia which are incorporated in Indonesia, Cable Solutions (SEA) Pte. Ltd. and Pressto Singapore
Pte. Ltd. which are incorporated in Singapore, AZ Master International Co. Limited which is incorporated in Hong Kong,
AZ Master International (Shenzhen) Pte. Ltd. which is incorporated in the People’s Republic of China and TSA Industries
Middle East FZ-LLC which is incorporated in Ras Al Khaimah, United Arab Emirates.
* Audited by firms of auditors other than Mazars.
@ Subsidiaries were consolidated based on audited financial statements as at 31 December 2009.
& Although the Group and the Company own less than half of the voting power of these subsidiaries, it is able to
govern the financial and operating policies of these subsidiaries by virtue of its 64% shareholdings in KVC Industrial
Supplies Sdn. Bhd. and 80% in Pressto Asia Sdn. Bhd., the immediate holding companies of these subsidiaries.
Consequently, the Group consolidates its investments in these subsidiaries.
> Partially disposed to a third party during the year. Equity interests in subsidiaries have decreased accordingly.
7. INVESTMENTS IN ASSOCIATES
Group Company
31.12.2009 31.3.2009 31.12.2009 31.3.2009

RM’000 RM’000 RM’000 RM’000
Quoted shares in Malaysia, at cost 101,369 9,381 74,140 5,604

Unquoted shares in Malaysia, at cost 4,500 3,500 4,500 3,500
Unquoted shares outside Malaysia, at cost 242 109 - -
Share of post-acquisition profits 4,093 2,597 - -
110,204 15,587 78,640 9,104
Market value of quoted shares at

31 December / 31 March 72,121 12,063 72,121 12,063
Group
31.12.2009 31.3.2009
RM’000 RM’000
Represented by:
Group’s share of net assets other than goodwill 131,050 12,982
(Negative goodwill)/Goodwill (20,846) 2,605
110,204 15,587
64
7. INVESTMENTS IN ASSOCIATES (CONT’D)

The details of the associates are as follows:
Effective ownership
Name of associates Principal activities interests
31.12.2009 31.3.2009
United Power Holdings Sdn. Bhd. Investment holding 20% 99.99%

(formerly known as Kimpress
Holdings Sdn. Bhd.) *, ^
Genetec Technology Berhad # Investment holding and 39.9% 39.9%

designing and building of
customised factory automation
equipment and integrated vision
inspection systems, from conceptual
design, development of prototype
to mass replication of equipment

Mutiara Goodyear Development Investment holding 30.3% -

Berhad #
Associate of KVC Industrial Supplies Sdn. Bhd.

KVC Industrial Supplies Distribution and supply of industrial, 31.4% 39.2%
(Thailand) Co., Ltd. ^ electrical and electronic products
and components
Associate of Cable Solutions (SEA) Pte. Ltd.

Cable Solutions (Thailand) Trading in electrical cable, wiring, 21.9% -
Co., Ltd. ^ electrical and electronic products
and components
All of the associates are incorporated in Malaysia, except KVC Industrial Supplies (Thailand) Co., Ltd. and Cable Solutions
Thailand Co., Ltd., which are incorporated in Thailand.
* Although the Group and the Company own more than half of the voting power of United Power Holdings Sdn.
Bhd. (formerlly known as Kimpress Holdings Sdn. Bhd.) (“UPHSB”) as at the end of the prior financial year, it
was stipulated in the Subscription Agreement that it will not be the majority shareholder subsequent to issuance
of additional share capital on a later date. In June 2009, UPHSB issued additional ordinary shares which were
subscribed by other shareholders and the Group and the Company’s interests in UPHSB reduced to 20%. As the
control of the Group and the Company in UPHSB is temporary as at the end of the prior financial year, the Group
did not consolidate UPHSB and instead it was accounted for as an associate.
# The financial statements of Genetec Technology Berhad (“Genetec”) and Mutiara Goodyear Development Berhad
(“Mutiara”) which have financial year ends of 31 March and 30 April respectively are not conterminous with those
of the Group. For the purpose of applying the equity method of accounting, the financial statements of Genetec and
Mutiara for the period ended 31 December 2009 have been used.
^ Associates were equity accounted based on management financial statements, results of these associates are
immaterial to the Group.
65
7. INVESTMENTS IN ASSOCIATES (CONT’D)

Impairment testing on investments in associates
Recoverable amount based on value in use
The recoverable amounts of the Group’s investments in associates are determined based on the value in use method.
Where applicable, using management financial results of the associates from 31 December 2009, cash flow projections
were computed based on annual growth rate of 10% to over a ten year periods. Thereafter, the cash flows are
extrapolated to perpetuity without applying any growth rates. The cash flows were discounted at the computed weighted
average cost of capital of the Group of 9%.
Sensitivity to changes in assumptions

In assessing the value in use, management has considered and evaluation, among other factors, the long term business
outlook of the associates, forecast demand for their revenue sources, and anticipated changes in their operating
environment. Management is of the view that no foreseeable changes in any of the above assumptions is expected to
cause the carrying amount of the associates to materiality exceed their recoverable amounts.
The results of the impairment reviews undertaken have indicated that the carrying amount in associates was not impaired
as the value in use was higher than the carrying amount in the Group’s financial statements.
The summarised financial information of the associates are as follows:

Group
31.12.2009 31.3.2009
RM’000 RM’000
Assets and liabilities

Total assets 683,201 46,505
Total liabilities 314,898 15,432
Results
Revenue 141,743 52,218
Profit for the period/year 8,806 9,029
8. OTHER INVESTMENTS
Group Company
31.12.2009 31.3.2009 31.12.2009 31.3.2009

RM’000 RM’000 RM’000 RM’000
Quoted investments in Malaysia, at costs 29 15,029 - 15,000

Investments in arts and collectibles, at costs 7,485 - 7,485 -
7,514 15,029 7,485 15,000
Market value of quoted investments 29 9,329 - 9,300
66
9. INTANGIBLE ASSETS
Group
Goodwill Franchise fees Total

RM’000 RM’000 RM’000
Cost
At 1 April 2008 14,061 478 14,539
Disposal of subsidiaries (86) - (86)
At 31 March 2009 13,975 478 14,453

Addition - 77 77
At 31 December 2009 13,975 555 14,530
Amortisation
At 1 April 2008 - 62 62
Amortisation for the year - 62 62
At 31 March 2009 - 124 124

Amortisation for the period - 51 51
At 31 December 2009 - 175 175
Impairment loss
At 1 April 2008 260 - 260
Impairment loss 868 - 868
At 31 March 2009 / 1 April 2009 /

31 December 2009 1,128 - 1,128
Carrying amounts
At 31 March 2009 12,847 354 13,201
At 31 December 2009 12,847 380 13,227
Impairment testing for cash-generating units containing goodwill

For the purpose of impairment testing, goodwill is allocated to the Group’s operating division which represents the lower
level within the Group at which the goodwill is monitored for internal management purposes.
The recoverable amount of each operating division was based on its value in use calculation. These calculations use
pre-tax cash flow projections based on financial budget 2010 approved by management. Cash flows beyond financial
year 2010 are extrapolated using the estimated growth rates stated below. The growth rate does not exceed the average
historical growth rate over the long term for the industry.
67
9. INTANGIBLE ASSETS (CONT’D)

Value in use was determined by discounting the future cash flows generated from the continuing use of the unit and was
based on the following key assumptions:
• Future cash flows were projected based on expected operating cash flows for the next 9 years of the respective cash
generating units.
• Sales are expected to grow at 10% per annum.
• Gross profit margin is expected to be constant.
• Cost of capital is assumed at 9%.
• Cash expenses are expected to increase at 8% per annum taking into account inflation rate.
The values assigned to the key assumptions represent management’s assessment of future trends in the industry in which
the Group operates and is based on both external sources and internal sources (historical data).
10. DEFERRED TAX ASSETS AND LIABILITIES

Recognised deferred tax assets and liabilities
The recognised deferred tax assets and liabilities and their movements during the year/period are as follows:
Property, Unabsorbed Unutilised Other
plant and capital tax temporary
equipment allowances losses differences Total
Group RM’000 RM’000 RM’000 RM’000 RM’000
Deferred tax assets

At 1 April 2008 (486) - (230) (322) (1,038)
Recognised in the income statements 1,291 (520) (548) (48) 175
At 31 March 2009 805 (520) (778) (370) (863)

Recognised in the income statements (805) 520 483 204 402
At 31 December 2009 - - (295) (166) (461)
Deferred tax liabilities

At 1 April 2008 1,949 - - (271) 1,678
Recognised in the income statements (867) - - 32 (835)
At 31 March 2009 1,082 - - (239) 843

Recognised in the income statements 200 - - 239 439
At 31 December 2009 1,282 - - - 1,282
Net deferred tax liabilities/(assets) 1,282 - (295) (166) 821
68
10. DEFERRED TAX ASSETS AND LIABILITIES (CONT’D)

Recognised deferred tax assets and liabilities (cont’d)
Deferred tax liabilities and assets are offset above where there is legally enforceable right to set off current tax assets
against current tax liabilities and where the deferred taxes relate to the same tax authority.
Unrecognised deferred tax assets

Deferred tax assets have not been recognised in respect of the following items:
Group
31.12.2009 31.3.2009
RM’000 RM’000
Unutilised tax losses (7,467) (7,399)

Unabsorbed capital allowances (5,535) (6,737)
(13,002) (14,136)
At 25% (3,250) (3,534)
The deductible temporary differences do not expire under the current tax legislation. Deferred tax assets have not been
recognised in respect of these items because it is not probable that future taxable profit will be available against which
the Group can utilise the benefits therefrom.
11. INVENTORIES
Group
31.12.2009 31.3.2009
RM’000 RM’000
Trading inventories 79,612 56,665
The write-down of inventories to net realisable value amounted to RM2,525,000 (31.3.2009 - RM6,554,000).
69
12. RECEIVABLES, DEPOSITS AND PREPAYMENTS

Group Company
31.12.2009 31.3.2009 31.12.2009 31.3.2009

RM’000 RM’000 RM’000 RM’000
Trade receivables 183,684 159,618 - -

Less: Allowance for doubtful debts (14,329) (13,853) - -
169,355 145,765 - -
Other receivables 4,383 2,042 - -
Deposits 1,114 1,965 3 3
Prepayments 5,329 5,419 - -
180,181 155,191 3 3
Included in trade receivables of the Group is an amount of RM5,512,000 (31.3.2009 – RM5,235,000) due from
companies in which certain Directors have interests.
The Group’s bad debts amounting to RM1,265,000 (31.3.2009 – RM1,907,000) are written off against allowance for
doubtful debts.
Included in prepayments of the Group are prepayments for purchase of inventories amounting to RM3,373,000 (2008 –
RM5,076,000).
Trade receivables are mainly denominated in RM.
13. AMOUNTS DUE FROM SUBSIDIARIES

Company
31.12.2009 31.3.2009
RM’000 RM’000
Amounts due from subsidiaries:

Non-trade 41,451 68,532
Less: Allowance for doubtful debts (3,940) (3,940)
37,511 64,592
The amounts due from subsidiaries are unsecured, interest free and repayable on demand.
In prior year, allowance for doubtful debts amounting to RM1,486,000 were written off against amounts due from
subsidiaries.
70
14. AMOUNTS DUE FROM ASSOCIATES

The amounts due from associates which are trade in nature is subject to normal trade terms.
15. ASSETS CLASSIFIED AS HELD FOR SALE

During the financial period, a property held under TSA Industries Sdn. Bhd. (“TSAI”), a wholly-owned subsidiary of the
Company, is presented as assets classified as held for sale following the commitment of TSAI to sell the land and building
to a third party. Sales and purchase agreement was signed on 9 December 2009 and the completion of sale is pending
transfer of land title by Land Office.
In prior year, two properties held under TSAI, were presented as assets classified as held for sale following the commitment
of TSAI to sell the land and building to a third party. Sale and purchase agreement was signed on 5 June 2008 and
4 July 2008 respectively and the completion of sale was subsequently completed during the financial period ended 31
December 2009 upon transfer of land title by Land Office.
Assets classified as held for sale are as follows:

Group
Note 31.12.2009 31.3.2009

RM’000 RM’000
Assets classified as held for sale

Properties a 739 843
Note a
Properties held for sale comprise the following:
Group
31.12.2009 31.3.2009
Note RM’000 RM’000
Cost
Freehold land 5 711 287
Freehold building 5 194 123
Leasehold land 4 - 585
Accumulated depreciation
Freehold building 5 (166) (86)
Leasehold land 4 - (66)
739 843
71
16. SHARE CAPITAL

Group and Company
Number of shares Amount
31.12.2009 31.3.2009 31.12.2009 31.3.2009

’000 ’000 RM’000 RM’000
Ordinary shares of RM0.50 each:

Authorised 200,000 200,000 100,000 100,000
Issued and fully paid:

At 1 April 159,868 158,793 79,934 79,397
Share options exercised - 1,075 - 537
At 31 December / 31 March 159,868 159,868 79,934 79,934
The holders of the ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one
vote per share at meetings of the Company.
17. RESERVES
Group Company
31.12.2009 31.3.2009 31.12.2009 31.3.2009

RM’000 RM’000 RM’000 RM’000
Non-distributable:
Treasury shares (16,832) (14,297) (16,832) (14,297)
Translation reserve 272 (206) - -
Hedge reserve (1,883) - - -
(18,443) (14,503) (16,832) (14,297)

Distributable:
Retained earnings 192,071 140,168 88,296 60,504
173,628 125,665 71,464 46,207
(i) Treasury shares

The shareholders of the Company, by a special resolution passed in a general meeting held on 25 September
2008, approved the Company’s plan to repurchase its own shares. The Directors of the Company are committed to
enhancing the value of the Company to its shareholders and believe that the repurchase plan can be applied in the
best interests of the Company and its shareholders.
During the financial period, the Company repurchased 2,506,400 of its issued share capital from the open market
at an average price of RM1.00 per share. The total consideration paid was RM2,535,270 including transaction costs
of RM10,193. The repurchase transactions were financed by internally generated funds. The shares repurchased are
retained as treasury shares.
72
17. RESERVES (CONT’D)

(ii) Translation reserve
The translation reserve comprises all foreign currency differences arising from the translation of the financial
statements of foreign operations.
(iii) Hedge reserve

The hedge reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging
instruments.
18. LOANS AND BORROWINGS

Group
Year of 31.12.2009 31.3.2009

maturity RM’000 RM’000
Current
Bank overdrafts - unsecured 2010 1,126 1,480
Bankers’ acceptances - unsecured 2010 48,014 11,513
Commercial papers - unsecured 2010 - 25,000
Finance leases (Note b) - unsecured 2010 577 1,240
Trust receipts - unsecured 2010 - 407
Term loans (Note a) - secured 2010 4,015 1,765
53,732 41,405
Non-current
Term loans (Note a) - secured 2013 - 2014 21,235 8,882
- unsecured 2011 46,289 48,000
Finance leases (Note b) - unsecured 2011 - 2013 509 1,198
68,033 58,080
(a) Term Loan

The repayment schedule of the term loans is as follows:
Group
31.12.2009 31.3.2009
RM’000 RM’000
Within 1 year 4,015 1,765

1 – 2 years 54,426 49,847
2 – 3 years 6,905 2,067
3 – 4 years 4,250 2,068
4 – 5 years 1,943 2,069
More than 5 years - 831
71,539 58,647
73
18. LOANS AND BORROWINGS (CONT’D)

Security
The Group’s term loans are supported by corporate guarantee from the Company.
The Group’s term loans are secured over certain buildings (Note 3), prepaid lease payments (note 4) and investment
properties (Note 5) and by deed of assignment of rental proceeds on a certain freehold land, leasehold land and buildings
owned by the subsidiary companies.
(b) Finance lease liabilities

Finance lease liabilities are payable as follows:
------------------- 31.12.2009 ------------------- - ------------------ 31.3.2009 -------------------
Payments Interest Principal Payments Interest Principal
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Group
Less than one year 641 (64) 577 1,388 (148) 1,240
Between one and five years 529 (20) 509 1,283 (85) 1,198
1,170 (84) 1,086 2,671 (233) 2,438
The finance lease liabilities are subject to fixed interest rates ranging from 2.85% to 7.50% (31.3.2009 - 2.85% to
7.50%) per annum.
19. PAYABLES AND ACCRUALS

Group Company
31.12.2009 31.3.2009 31.12.2009 31.3.2009

RM’000 RM’000 RM’000 RM’000
Trade payables 57,408 34,836 - -

Other payables 3,498 6,055 5 788
Accruals 8,168 4,589 49 26
69,074 45,480 54 814
Included in trade payables of the Group is an amount of RM1,094,000 (31.3.2009 – RM84,000) due to companies in
which certain Directors have interests.
Included in other payables of the Group are prepayments received from customers for purchase of goods amounting to
RM495,240 (31.3.2009 – RM534,000).
20. DERIVATIVE FINANCIAL LIABILITY

The Group had entered into currency swap contracts for loan borrowings with notional principal of USD13,371,000. The
Group has applied cash flow hedge accounting to these derivatives as they are considered be highly effective hedging
instruments. A net fair value loss of RM1,883,000 (31.3.2009 – Nil) is included in the hedge reserve.
74
21. EMPLOYEE BENEFITS

Share-based payments
At an extraordinary general meeting held on 19 February 2004, the Company’s shareholders approved the establishment
of an ESOS for the eligible employees and Executive Directors of ATIS Group to subscribe for new ordinary shares up to
a maximum of 10% of the issued and paid-up share capital of the Company at any point in time during the tenure of
the ESOS.
At an extraordinary general meeting held on 7 February 2005, the Company’s shareholders approved the increase in
the maximum number of new ordinary shares, which may be allocated pursuant to the exercise of the ESOS, from 10%
to 15% of the issued and paid-up capital of the Company to eligible employees, Executive and Non-Executive Directors
of ATIS Group. The ESOS had lapsed on 19 February 2009.
Prior to the ESOS being lapsed, the terms and conditions of the grants were as follows; all options were to be settled by
physical delivery of shares:
Number of Contractual
Grant date / instruments life of
employees entitled ’000 Vesting conditions options
Option granted to key management 15,543 No vesting conditions 5 years

and employees on 20.2.2004 *
Option granted to key management 10,219 No vesting conditions 4 years

and employees on 9.6.2005 *
Option granted to key management 6,055 No vesting conditions 1 year

and employees on 4.2.2008
Total share options 31,817
* The recognition and measurement principles in FRS 2, Share-based Payments have not been applied to these grants as
they were granted prior to the effective date of FRS 2, Share-based Payments.
The number and weighted average exercise price of share options were as follows:
Number
of options
‘000
Outstanding at 1 April 2008 20,478

Exercised during the year (1,075)
Lapsed during the year (19,403)
Outstanding at 31 March 2009 -
Exercisable at 31 March 2009 -
1,074,700 share options were exercised in prior financial year. The weighted average share price for the year ended
31 March 2009 was RM1.02. Following the expiration of ESOS on 19 February 2009, the amount from the share option
reserve was transferred to retained earnings.
75
22. OPERATING PROFIT

Group Company
1.4.2009 1.4.2008 1.4.2009 1.4.2008

to to to to
31.12.2009 31.3.2009 31.12.2009 31.3.2009
RM’000 RM’000 RM’000 RM’000
Operating profit is arrived at after charging:

Allowance for diminution in value of investment
in a subsidiary - - - 2,000
Allowance for doubtful debts 2,740 2,537 - 3,940
Amortisation of intangible assets 51 62 - -
Amortisation of prepaid lease payments 60 69 - -
Auditors’ remuneration
- Company auditors 231 338 22 21
- Other auditors 58 25 - -
- Other services provided by auditors of the Company 7 8 7 8
Bad debts written off 55 202 - -
Depreciation of investment properties 266 317 - -
Depreciation of property, plant and equipment 3,530 6,593 - -
Finance costs paid and payable on:
- Bank overdrafts 72 80 - -
- Bankers’ acceptances and trust receipts 339 1,948 - -
- Commercial papers 241 3,224 - -
- Finance lease liabilities 133 188 - -
- Other charges 302 147 50 -
- Term loans 2,069 1,179 - 18
Impairment loss on goodwill - 868 - -
Inventories written down 2,525 6,554 - -
Inventories written off - 1,137 - -
Loss on foreign exchange
- realised 72 279 - -
- unrealised 5 2 - -
Loss on disposal of property, plant and equipment - 32 - -
Loss on disposal of prepaid lease payments - 87 - -
Personnel expenses (including key management personnel):
- Contributions to Employees
Provident Fund 2,673 3,339 - -
- Wages, salaries and others 24,479 32,753 - -
Property, plant and equipment written off 256 1,340 - -
Rental expense on office, factory, store and accommodation 3,147 3,433 - -
76
22. OPERATING PROFIT (CONT’D)

Group Company
1.4.2009 1.4.2008 1.4.2009 1.4.2008

to to to to
31.12.2009 31.3.2009 31.12.2009 31.3.2009
RM’000 RM’000 RM’000 RM’000
and after crediting:

Dividend income from:
- associate - - - 965
- subsidiaries - - 8,533 54,100
Gain on disposal of assets held for sale - 101 - -
Gain on disposal of property, plant and equipment 185 - - -
Gain on foreign exchange
- realised 55 462 - -
Interest income received and receivable on:
- customers - 13 - -
- short term deposits 239 773 21 86
- loan to a subsidiary - - 62 -
Inventories written back 1,557 139 - -
Rental income from investment properties 302 248 - -
Reversal of allowance for doubtful debts 906 595 - -
23. KEY MANAGEMNT PERSONNEL COMPENSATION

The key management personnel compensations are as follows:
Group Company
1.4.2009 1.4.2008 1.4.2009 1.4.2008

to to to to
31.12.2009 31.3.2009 31.12.2009 31.3.2009
RM’000 RM’000 RM’000 RM’000
Directors’ emoluments
- fees 108 85 85 70
- remuneration 1,065 973 - -
Other short term employee benefits
(including estimated monetary value of benefits-in-kind) 27 26 - -
Total short term employee benefits 1,200 1,084 85 70
77
24. TAX EXPENSES

Group Company
1.4.2009 1.4.2008 1.4.2009 1.4.2008

to to to to
31.12.2009 31.3.2009 31.12.2009 31.3.2009
RM’000 RM’000 RM’000 RM’000
Current tax expense

Malaysian
- current period/year 5,168 4,760 2,109 13,511
- (over)/under provision in prior years (208) (370) 3 -
4,960 4,390 2,112 13,511

Overseas
- current period/year 382 709 - -
Total current tax 5,342 5,099 2,112 13,511
Deferred tax expense

- current period/year 328 (1,593) - -
- under provision in prior years 513 933 - -
Total deferred tax 841 (660) - -
Total tax expense 6,183 4,439 2,112 13,511
Reconciliation of tax expense

Tax at Malaysian tax rate of 25% 15,096 9,243 7,476 18,489

Effect of different tax rates in foreign jurisdictions 82 (126) - -
Non-deductible expenses 1,142 1,779 84 2,104
Non-taxable income (10,158) (7,294) (5,451) (7,082)
Effect of deferred tax assets not recognised (248) 274 - -
Utilisation of previously unrecognised deferred tax assets (36) - - -
5,878 3,876 2,109 13,511

Under provision in prior years 305 563 3 -
Total tax expenses 6,183 4,439 2,112 13,511
* In the Malaysian Budget 2009, it was announced that with effect from year of assessment 2009, the preferential tax
rate entitlement for companies with paid-up capital of RM2.5 million and below will not apply if more than 50% of
the paid-up capital in respect of ordinary shares of the company is directly or indirectly owned by related company
which has a paid-up ordinary share capital exceeding RM2.5 million.
78
24. TAX EXPENSE (CONT’D)

Section 108 tax credit
Subject to agreement by the Inland Revenue Board, the Company has Section 108 tax credit and tax exempt income to
frank all of its retained earnings at 31 December 2009 if paid out as dividends.
The Finance Act 2007 introduced a single tier company income tax system with effect from year of assessment 2008. As
such, the Section 108 tax credit as at 31 December 2007 will be available to the Company until such time the credit is
fully utilised or upon expiry of the six-year transitional period on 31 December 2013, whichever is earlier.
25. EARNINGS PER ORDINARY SHARE

Basic earnings per ordinary share
The calculation of basic earnings per ordinary share at 31 December 2009 is based on the profit attributable to ordinary
shareholders and the weighted average number of ordinary shares outstanding calculated as follows:
Group
31.12.2009 31.3.2009
RM’000 RM’000
Profit for the period/year attributable to shareholders 51,903 30,179
Weighted average number of ordinary shares

31.12.2009 31.3.2009
’000 ’000
Issued ordinary shares at 1 April 159,868 158,793

Effect of ordinary shares issued arising from exercise of options - 580
Effect of treasury shares held (13,090) (6,208)
Weighted average number of ordinary shares at 31 December / 31 March 146,778 153,165
Diluted earnings per ordinary share

Diluted earnings per ordinary share of prior financial year was not disclosed as the unissued ordinary shares granted to
eligible Directors and employees pursuant to the Company’s ESOS has no dilutive effect as the exercise price was above
the average market value of the Company’s shares. The ESOS had lapsed on 19 February 2009.
26. RELATED PARTIES

For the purposes of these financial statements, parties are considered to be related to the Group or the Company if the
Group or the Company has the ability, directly or indirectly, to control the party or exercise significant influence over the
party in making financial and operating decisions, or vice versa, or where the Group or the Company and the party are
subject to common control or common significant influence. Related parties may be individuals or other entities.
Key management personnel are defined as those persons having authority and responsibility for planning, directing and
controlling the activities of the Group either directly or indirectly. The key management personnel include all the Directors
of the Group.
79
26. RELATED PARTIES (CONT’D)

The significant related party transactions of the Group and the Company, other than key management personnel
compensation, are as follows:
Transaction value Balance outstanding
period/year ended as at
Group 31.12.2009 31.3.2009 31.12.2009 31.3.2009
RM’000 RM’000 RM’000 RM’000
Transactions with companies in which

Hamidon Bin Abdullah, a Director of the
Company has interests:
Sales
Peps-JV (M) Sdn. Bhd. (1,122) (1,340) 838 500
Pesaka Nuri (M) Sdn. Bhd. (1,606) (1,204) 1,438 404
PN Engineering Sdn. Bhd. - - 5 5
EP Polymers (M) Sdn. Bhd. - (26) - 1
EP Metering Services Sdn. Bhd. - - - 63
Fundwin Sdn. Bhd. - - - 3
Circle Ring Network Sdn. Bhd. (1,164) (3,817) 2,474 2,777
KB Teknik Sdn. Bhd. (18) - 9 4

Chen Khai Voon and Yee Kim Yuen,
Directors of the Company have interests:
Sales
Elkom Transfomer Tank & Radiator Sdn. Bhd.
(formerly known as Kimpress Sdn. Bhd.) (1,018) (246) 605 1,482
Elkom Engineering Sdn. Bhd.
(formerly known as Kimpress Fabrication Sdn. Bhd.) (7) - 7 -
Elkom Transfomer Components Sdn. Bhd. (12) - 12 -
Purchases
Elkom Transfomer Tank & Radiator Sdn. Bhd.
(formerly known as Kimpress Sdn. Bhd.) 1,711 1,992 (1,006) (84)

Mej Jen (Rtd) Dato’ Haji Fauzi bin Hussain,
a Director of the Company has interests:
Sales
Menang TSS (M) Sdn. Bhd. (88) - 88 -
Purchases
ZB Security Services Sdn. Bhd. 74 86 - -
Transactions with a company in which

Chew Kuan Fah, a Director of the
Company has interests:
Sales
Sunrich Success Sdn. Bhd. - (39) - -
Green Nature Elite Sdn. Bhd. (136) - 124 -
80

Transaction value Balance outstanding
period/year ended as at
Group 31.12.2009 31.3.2009 31.12.2009 31.3.2009
RM’000 RM’000 RM’000 RM’000
Purchase of shares in Mutiara Goodyear

Development Berhad in which Chen Khai Voon,
Hamidon Bin Abdullah and Lim Beng Guan,
Directors of the Company have interest - 15,000 - -
Purchase of share in Mutiara Goodyear

Development Berhad from Directors and
a company in which Lim Beng Guan,
a Director of the Company has interest
Chen Khai Voon, 8,274 - - -
Lim Beng Guan and Laman Arif Sdn. Bhd 20,744 - - -
Transactions with associate company,

Genetec Technology Berhad
Sales (721) (354) - -
Management fees received - (18) - -
Hamidon Bin Abdullah, who is a Director of the Company, is deemed to have interests as a related party by virtue of
his direct interests of more than fifteen percent (15%) in Pesaka Nuri (M) Sdn. Bhd, PN Engineering Sdn. Bhd. and KB
Teknik Sdn. Bhd. and indirect interests of more than fifteen percent (15%) in Peps-JV (M) Sdn. Bhd., Fundwin Sdn. Bhd.,
EP Polymers (M) Sdn. Bhd., EP Metering Services Sdn. Bhd. and Circle Ring Network Sdn. Bhd.
Chen Khai Voon and Yee Kim Yuen, who are Directors of the Company, are deemed to have interests as a related party
by virtue of their indirect interests of more than fifteen percent (15%) in Elkom Transformer Tank & Radiator Sdn. Bhd.
(formerly known as Kimpress Sdn. Bhd.), Elkom Engineering Sdn. Bhd. (formerly known as Kimpress Fabrication Sdn.
Bhd.) and Elkom Transformer Components Sdn. Bhd.
Mej Jen (Rtd) Dato’ Haji Fauzi Bin Hussain, who is a Director of the Company is deemed to have interests as a related
party by virtue of his direct interests of more than fifteen percent (15%) in ZB Security Services Sdn. Bhd. and Menang
TSS (M) Sdn. Bhd.
Chew Kuan Fah, who is a Director of the Company is deemed to have interests as a related party by virtue of his direct
interests of more than fifteen percent (15%) in Sunrich Success Sdn. Bhd. and Green Nature Elite Sdn. Bhd..
Chen Khai Voon, Hamidon Bin Abdullah and Lim Beng Guan, who are Directors of the Company are deemed to have
interests in Mutiara Goodyear Development Berhad (“Mutiara”) by virtue of their direct and indirect interests in the shares
of Mutiara.
81

Company
31.12.2009 31.3.2009
RM’000 RM’000
Transactions with a subsidiary,

KVC Industrial Supplies Sdn. Bhd.
Dividend income (8,533) (54,100)
Transactions with an associate,

Genetec Technology Berhad
Dividend income - (965)
The Directors of the Company are of the opinion that the above transactions have been entered on an arm’s length basis
and on normal commercial terms, which are consistent with the usual business practices and policies.
27. SEGMENT REPORTING

Segment information is presented in respect of the Group’s business and geographical segments. The primary format,
business segments, is based on the Group’s management and internal reporting structure.
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 comprise mainly interest-earning assets and related revenue, interest-bearing
loans, borrowings and expenses, corporate assets and head office expenses, and tax assets and liabilities.
Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment.
Inter-segment pricing is determined based on negotiated terms.

Business segments
The Group comprises the following main business segment:
Industrial supply Distribution and supply of industrial electrical, electronic, non-ferrous metal, industrial
hardware and their related accessories and products.
Consumer products Laundry and franchising of laundry business
Segment reporting for business segment is not presented as the Group operates predominantly in the industry supply
segment and the consumer products segment does not qualify as a reportable segment in both 31 December 2009 and
31 March 2009.
Geographical segments
Industrial supply segment operates in Malaysia, Singapore, Indonesia, Thailand, Hong Kong and China while consumer
products segment operates in Malaysia and Singapore. In presenting information on the basis of geographical segments,
segment revenue is based on the geographical location of customers. Segment assets are also based on the geographical
location of assets.
Segment reporting for geographical segment was not presented as the Group operates predominantly in Malaysia and
other geographical segments do not qualify as a reportable segment in both 31 December 2009 and 31 March 2009.
82
28. CONTINGENCIES
Company
31.12.2009 31.3.2009
RM’000 RM’000
Guarantees relating to borrowings

of subsidiaries 114,910 87,009
The Directors are of the opinion that provisions are not required in respect of these matters, as it is not probable that a
future sacrifice of economic benefits will be required.
29. BUSINESS COMBINATIONS

(a) Incoporations and acquisitions
The Group incorporated the following subsidiaries during the period ended 31 December 2009:
(i) In April 2009, Cable Solutions (SEA) Pte. Ltd. (“CSPL”), a 70%-owned subsidiary of the Company, incorporated
a new subsidiary in Indonesia, PT Cable Solutions Indonesia (“PTCSI”) and subscribed to 90,000 ordinary
shares of USD1.00 each, representing 90% equity interests in PTCSI for a total cash consideration of USD90,000
(approximately RM324,000). For the nine months to 31 December 2009, the subsidiary contributed profit for
the financial period of RM173,000.
(ii) In April 2009, the Company incorporated a new subsidiary in Malaysia, Elkom Transformer Components
Marketing Sdn. Bhd. (“ELKOM”) and subscribed to 5,100 ordinary shares of RM1.00 each, representing 51%
equity interests in ELKOM for a total cash consideration of RM5,100.
(iii) In May 2009, the Company purchased 5,000,000 ordinary shares of RM1.00 each of Mutiara Goodyear
Development Berhad (“Mutiara”), a company listed on the Main Board of the Bursa Malaysia Securities Berhad,
from a third party for a total cash consideration of RM5,000,000.
In October 2009, the Company purchased an additional 8,529,900 ordinary shares of RM1.00 each of Mutiara
from Mr. Chen Khai Voon, a major shareholder and a Director of the Company for a total cash consideration
of RM8,274,003.
In October 2009, the Company entered into a Share Sale Agreement with Weida (M) Bhd. for acquisition of
20,000,000 ordinary shares of RM1.00 each in Mutiara, representing 8.66% of the total issued and paid up
capital of Mutiara for a total cash consideration of RM19.4 million.
In addition, the Company entered into a Share Sale Agreement with Mr. Lim Beng Guan and Laman Arif Sdn.
Bhd. for acquisition of 21,385,700 ordinary shares of RM1.00 each in Mutiara representing 9.26% of the total
issued and paid up capital of Mutiara for a total cash consideration of RM20.74 million.
The acquisition was completed in December 2009. Following the acquisition of 17.92% equity interest, Mutiara
became a 30.28% associate of the Company.
83
29. BUSINESS COMBINATIONS (CONT’D)

(a) Incoporations and acquisitions (cont’d)
The fair values of assets acquired and liabilities assumed in the acquisitions of the associate and the cash flow
effects are as follows:
At
acquisition
RM’000
Non-current assets 92,505

Current assets 76,306
Non-current liabilities (39,442)
Current liabilities (37,382)
Net assets 91,987

Negative goodwill arising from consolidation (23,451)
Total purchase consideration paid 68,536

Less: Acquisition in prior year (15,000)
Purchase consideration paid, satisfied in cash 53,536
(iv) In June 2009, the Company subscribed an additional 1,000,000 ordinary shares of RM1.00 each of Kimpress
Holdings Sdn. Bhd., an associate of the Company, for a total cash consideration of RM1,000,000.
(v) In August 2009, CSPL purchased 9,800 ordinary shares of Baht 100 each of Cable Solution (Thailand) Co.
Ltd. (“CST”) from a third party, representing 49% equity interest in CST for a total cash consideration of Baht
980,000 (approximately RM109,760).
(b) Dilution of interests

In September 2009, the Company entered into a Share Sale Agreement with Otra Development B.V (“Otra”) for
the disposal of 80,000 ordinary shares of RM1.00 each, representing 16% of the total issued and paid-up capital
of KVC Industrial Supplies Sdn. Bhd. (“KVCI”) for a total cash consideration of RM28,272,000. The disposal was
completed in September 2009. Following the disposal of 16% equity interests to Otra, KVCI became a 64% owned-
subsidiary of the Company.
The dilution in interests in KVCI resulted in recognition of minority interests amounting to RM13,846,720, gain on dilution
of interests in a subsidiary amounting to RM14,425,280 and cash proceeds of RM28,272,000 in the group level.
Meanwhile, in the company level, the dilution of interests has resulted in a derecognition of cost of investment of
RM6,469,440 and gain on dilution of RM21,802,560 with cash proceeds of RM28,272,000 received.
(c) Prior year incorporations

The Group incorporated the following subsidiaries during the financial year ended 31 March 2009:
In December 2008, KVC Industrial Supplies Sdn. Bhd. (“KVCI”), an 80%-owned subsidiary of the Company as at the end
of the financial year, incorporated a new subsidiary in Malaysia, Allied Fluid Engineering Sdn. Bhd. (“AFE”) and subscribed
to 70,000 ordinary shares of RM1.00 each, representing 70% equity interests in AFE for a total cash consideration of
RM70,000. For the four months to 31 March 2009, the subsidiary contributed loss for the period of RM51,000.
84

(c) Prior year incorporations (cont’d)
In December 2008, Pressto Asia Sdn. Bhd (“PA”), an 80%-owned subsidiary of the Company, incorporated a new
subsidiary in Singapore, Pressto Singapore Pte. Ltd. (“PS”) and subscribed to 60 ordinary shares of SGD1.00 each,
representing 60% equity interests in PS for a total cash consideration of SGD60 (approximately RM145). In April
2009, PS issued additional ordinary shares of 99,900 of SGD1.00 each in which PA further subscribed 59,940
ordinary shares for a total cash consideration of SGD59,940 (approximately RM145,000), thus maintaining its 60%
equity interests in PS. For the four months to 31 March 2009, the subsidiary contributed loss for the period of
RM34,000.
(d) Prior year acquisition of minority interests

In July 2008, KVC Industrial Supplies Sdn. Bhd. (“KVCI”), an 80%-owned subsidiary of the Company as at the end
of the financial year, undertook an internal reorganisation and acquired 51,000 ordinary shares of RM1.00 each of
Genetec Plastic Technology (M) Sdn. Bhd. (“GPT”), a 51%-owned subsidiary of KVC Electrical Components Sdn. Bhd.
(“KVCE”), for a total cash consideration of RM1.00. As KVCE is a wholly-owned subsidiary of KVCI, the acquisition
of GPT by KVCI is considered a business combination involving entities under common control. Subsequently, KVCI
further acquired 49,000 ordinary shares of RM1.00 each from third parties for a total cash consideration of RM3.00,
thereby resulting in GPT becoming a wholly-owned subsidiary of KVCI.
(e) Prior year business combinations involving entities under common control
The Group undertook internal reorganisations for the following subsidiaries during the year ended 31 March 2009:
(i) In May 2008, KVC Industrial Supplies Sdn. Bhd. (“KVCI”), an 80%-owned subsidiary of the Company as at the
end of the financial year, undertook an internal reorganisation and disposed 10,003 ordinary shares of RM1.00
each of TSA Servicing Centre Sdn. Bhd. (“TSASC”), a wholly-owned subsidiary of KVCI, to TSA Industries Sdn.
Bhd. (“TSAI”), a wholly-owned subsidiary of the Company, for a total cash consideration of RM178,000. As
both KVCI and TSAI are subsidiaries of the Company, the acquisition of TSASC by TSAI is considered a business
combination involving entities under common control.
(ii) In May 2008, KVC Industrial Supplies Sdn. Bhd. (“KVCI”), an 80%-owned subsidiary of the Company as at
the end of the financial year, undertook an internal reorganisation and disposed 100,000 ordinary shares of
RM1.00 each of TSA Pipes Manufacturing Sdn. Bhd. (“TSAPM”), a wholly-owned subsidiary of KVCI, to TSA
Industries Sdn. Bhd. (“TSAI”), a wholly-owned subsidiary of the Company, for a total cash consideration of
RM224,000. As both KVCI and TSAI are subsidiaries of the Company, the acquisition of TSAPM by TSAI is
considered a business combination involving entities under common control.
(iii) In September 2008, KVC Industrial Supplies Sdn. Bhd. (“KVCI”), an 80%-owned subsidiary of the Company as
at the end of the financial year, undertook an internal reorganisation and disposed 100,000 ordinary shares of
RM1.00 each of Atis Properties Sdn. Bhd. (“AP”), a wholly-owned subsidiary of KVCI, to the Company for a
total cash consideration of RM409,000. As KVCI is a wholly-owned subsidiary of the Company, the acquisition
of AP by the Company is considered a business combination involving entities under common control.
(iv) In September 2008, KVC Industrial Supplies Sdn. Bhd. (“KVCI”), an 80%-owned subsidiary of the Company as
at the end of the financial year, undertook an internal reorganisation and disposed 2,300,000 ordinary shares
of RM1.00 each of TSA Industries Sdn. Bhd. (“TSAI”), a wholly-owned subsidiary of KVCI, to the Company for a
total cash consideration of RM10,050,000. As KVCI is a wholly-owned subsidiary of the Company, the acquisition
of TSAI by the Company is considered a business combination involving entities under common control.
85

(f) Prior year dilution of interests
In April 2008, the Company entered into a Share Sale Agreement with Otra Development B.V (“Otra”) for the
disposal of 100,000 ordinary shares of RM1.00 each, representing 20% of the total issued and paid-up capital
of KVC Industrial Supplies Sdn. Bhd. (“KVCI”) for a total cash consideration of RM36,148,000. The disposal was
completed in September 2008. Following the disposal of 20% equity interests to Otra, KVCI became an 80% owned-
subsidiary of the Company.
The dilution in interests in KVCI resulted in recognition of minority interests amounting to RM14,853,000, gain on
dilution of interests in a subsidiary amounting to RM21,295,000 and cash proceeds of RM36,148,000 in the group
level. Meanwhile, at the company level, the dilution of interests has resulted in a derecognition of cost of investment
of RM8,085,000 and gain on dilution of RM28,063,000 with cash proceeds of RM36,148,000 received.
(g) Prior year disposals

The Group disposed the following subsidiaries during the year ended 31 March 2009:
(i) In May 2008, KVC Industrial Supplies Sdn. Bhd. (“KVCI”), an 80%-owned subsidiary of the Company as at the
end of the financial year, disposed its entire equity interests in PCLC (Asia-Pacific) Sdn. Bhd., a wholly-owned
subsidiary of the KVCI, to a third party for a total cash consideration of RM89,000.
(ii) In March 2009, KVC Industrial Supplies Sdn. Bhd. (“KVCI”), an 80%-owned subsidiary of the Company as at
the end of the financial year, disposed its entire equity interests in KVC Industrial Supplies (Klang) Sdn. Bhd. to
a third party for a total cash consideration of RM120,000.
(iii) In March 2009, KVC Industrial Supplies Sdn. Bhd. (“KVCI”), an 80%-owned subsidiary of the Company as at
the end of the financial year, disposed its entire equity interests in KVC Industrial Supplies (Selangor) Sdn. Bhd.
to a third party for a total cash consideration of RM388,000.
The deconsolidation of the subsidiaries mentioned in Note 29 (g) (i) to (iii) had the following effect on the
Group’s cash flow, total assets and total liabilities:
At dates
of disposals
RM’000
Goodwill on consolidation 86
Current assets 664
Current liabilities (134)
Net assets of subsidiaries deconsolidated 616

Consideration received (597)
Loss on disposal of subsidiaries 19
Consideration received, satisfied in cash 597

Cash and cash equivalents of subsidiaries deconsolidated (635)
Net cash flow on disposal of subsidiaries (38)
86

(g) Prior year disposals (cont’d)
The results of these subsidiaries based on management accounts for the period up to the dates of disposals
were as follows:
From
1.4.2008
to dates
of disposals
RM’000
Revenue 2,343
Cost of sales (1,980)
Gross profit 363

Other income 34
Distribution expenses (72)
Administrative expenses (190)
Other expenses (21)
Profit before tax 114

Tax expense 22
Profit for the period 136
30. FINANCIAL INSTRUMENTS

Financial risk management objectives and policies
The main risks arising from the Group’s financial instruments are liquidity risk, credit risk, foreign currency risk and interest
rate risk. The Group’s normal practice for managing each of these risks are summarised below:
Liquidity risk
In the management of liquidity risk, the Group monitors and maintains a level of cash and cash equivalents and credit
facilities deemed adequate by the management to finance the Group operations and mitigate the effects of fluctuations in
cash flows.
Credit risk
Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit
evaluations are performed on customers requiring credit over a certain amount. The maximum exposure to credit risk is
represented by the carrying amount of each financial asset presented in the balance sheets.
The Group minimises concentrations of credit risk by undertaking transactions with a large number of customers across
diversified industries. At balance sheet date, a significant concentration of credit risk arises in respect of the Group’s
major customers which amounted to RM20,642,000 (31.3.2009 - RM19,057,000). The Directors are closely monitoring
the Group credit risk exposure to these major customers and are confident in recovering this amount.
87
30. FINANCIAL INSTRUMENTS (CONT’D)

Foreign currency risk
The Group incurs foreign currency risk on sales and purchases that are denominated in a currency other than Ringgit
Malaysia (RM). In the management of foreign currency risk, the Group enters into RM denominated sales and purchases
transactions where possible, hence mitigating foreign currency risk exposure. Foreign currency forward contracts are only
entered to manage its exposure against foreign currency fluctuations on sales and purchases transactions denominated in
foreign currency when it is absolutely necessary.
The Group foreign currency forward contracts outstanding as at 31 December and 31 March are as follows:
31.12.2009 31.12.2009 31.3.2009 31.3.2009
Maturities Maturities
Equivalent within 1 year Equivalent within 1 year
Currency RM’000 RM’000 RM’000 RM’000
United States Dollar (“USD”) 1,094 1,094 2,075 2,075

Pound Sterling (“GBP”) 456 456 416 416
Euro (“EUR”) - - 343 343
Singapore Dollar (“SGD”) 970 970 837 837
Japanese Yen (“JPY”) 182 182 - -
Interest rate risk

The Group places cash balances with reputable licensed banks to generate interest income for the Group. The Group
manages their interest rate risk by placing such balances varying maturities and interest rate terms.
Effective interest rate and repricing analysis

In respect of interest-earning financial asset and interest bearing financial liabilities, the following tables indicate their
average effective interest rates at the balance sheet date and the periods in which they mature, or if earlier, reprice.
Effective More
interest Within 1 - 2 2 - 3 3 - 4 4 - 5 than 5
Group rates Total 1 year years years years years years
31.12.2009 % RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Financial liabilities
Bank overdrafts 5.00 1,126 1,126 - - - - -
Bankers’ acceptances
and trust receipts 2.25 - 3.44 48,014 48,014 - - - - -
Finance lease liabilities 3.15 – 3.56 1,086 577 509 - - - -
Term loans 3.83 - 5.55 71,539 4,020 54,421 6,905 4,250 1,943 -
121,765 53,737 54,930 6,905 4,250 1,943 -
88
30. FINANCIAL INSTRUMENTS (CONT’D)

Effective interest rate and repricing analysis (cont’d)
Effective More
interest Within 1 - 2 2 - 3 3 - 4 4 - 5 than 5
Group rates Total 1 year years years years years years
31.3.2009 % RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Financial liabilities
Bank overdrafts 5.00 1,480 1,480 - - - - -
Bankers’ acceptances
and trust receipts 2.93 - 3.50 11,920 11,920 - - - - -
Commercial papers 4.20 - 4.35 25,000 25,000 - - - - -
Finance lease liabilities 2.85 - 7.50 2,438 1,240 805 393 - - -
Term loans 3.83 - 5.70 58,647 1,765 49,847 2,067 2,068 2,069 831
Total 99,485 41,405 50,652 2,460 2,068 2,069 831
Fair values
The fair value of the term loans secured by the Group with carrying amounts of RM71,539,000 (31.3.2009 – RM58,647,000)
is RM66,797,000 (31.3.2009 – RM52,296,000). Fair value is determined using estimated future cash flows discounted using
the base lending rate assumed to be constant at the current rate of 5.8% (31.3.2009 – 5.75%). Estimated future cash flows
are derived by applying the interest rate and repayment structure stipulated in the loan facility agreement.
The fair value of cross currency swaps are based on quotes from financial institution of which the cross currency swaps
were entered.
In the opinion of the Directors, there is no significant difference between the fair values and the book values of other
financial assets and financial liabilities due to the relatively short term nature of these financial instruments.
The Company provides financial guarantees to banks for credit facilities extended to certain subsidiaries. The fair value
of such financial guarantees is not expected to be material as the probability of the subsidiaries defaulting on the credit
lines is remote.
It was not practicable to estimate the fair value of the Group and the Company’s investment in unquoted shares due to
the lack of comparable quoted market prices and inability to estimate fair value without incurring excessive costs.
31. EVENTS SUBSEQUENT TO BALANCE SHEET DATE

(i) In January 2010, the Company incorporated a new subsidiary in Hong Kong, ATIS Porcelain (HK) Limited (“APHL”)
and subscribed to 6,000 ordinary shares of HKD1.00 each, representing 60% equity interest in APHL for a total
cash consideration of HKD6,000 (approximately RM2,700).
(ii) Subsequent to balance sheet date, the Company repurchased 16,300 of its issued share capital from the open
market. The average price paid for the share repurchased was RM0.96. The repurchase transactions were financed
by internally generated funds. The shares repurchased were retained as treasury shares.
89
STATEMENT
BY DIRECTORS
In the opinion of the Directors, the financial statements set out on pages 35 to 89 are drawn up:
(a) so as to give a true and fair view of the state of affairs of the Group and of the Company at 31 December 2009 and
of their results and cash flows for the period then ended; and
(b) in accordance with Financial Reporting Standards and the provisions of the Companies Act, 1965 in Malaysia.
Signed on behalf of the Directors in accordance

with a Directors’ resolution dated 19 April 2010
CHEW KUAN FAH SA CHEE PENG

Director Director
STATUTORY
DECLARATION
I, Teoh Phaik Ai, being the officer primarily responsible for the financial management of ATIS Corporation Berhad, do solemnly and
sincerely declare that to the best of my knowledge and belief, the financial statements set out on pages 35 to 89 are correct.
And I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory
Declarations Act, 1960.
Subscribed and solemnly declared at )

Kuala Lumpur in the Federal Territory )
)
this )
) TEOH PHAIK AI
)
Before me:
Commissioner for Oaths
90
Directors’ Responsibility
Statement
The Directors are responsible for the preparation of financial statements for each financial
period/year so as to give a true and fair view of the state of affairs of the Group and
the Company and of the results and cash flows of the Group and the Company for the
financial period/year then ended.
In preparing the financial statements, the Directors have made judgments and estimates
that are reasonable and prudent and adopted suitable accounting policies and applied
them consistently.
The Directors are responsible for ensuring that proper accounting and other records are
kept which disclose with reasonable accuracy at any time the financial position of the
Group and the Company and to enable them to ensure that the financial statements
comply with the Companies Act, 1965 and applicable approved accounting standards
in Malaysia.
91
List of Properties
Held by the Group at 31 December 2009
Net Book
Land area/ value @
Approximate Built up 31.12.09 Age of
tenure/Year of Description/ area Total building Date of
No. Address expiry Existing use (sq.ft) (RM’000) (years) acquisition
1. Lot 3998, Jalan 6/2A – Freehold/ 217,800/ 23,904 4 10-May-04

Taman Industri Selesa Jaya Land with 126,990
43300 Balakong 3 storey
Selangor Darul Ehsan office and
warehouse
2. Lot 5, Jalan P10/12 99 years Leasehold/ 61,009/ 9,017 4 28-Aug-03

Kawasan Perusahaan Bangi expiring Land with 64,551
43650 Bandar Baru Bangi in 2098 3 storey
warehouse
3. Lot 3, Jalan P10/12 99 years Leasehold/ 67,000/ 7,309 7 14-Jun-99

Kawasan Perusahaan Bangi expiring Land with 61,032
43650 Bandar Baru Bangi in 2098 4 storey
warehouse
4. 13-1, 13-2, 13-3 & 13-4, Jalan SP2/8 99 years Leasehold/ –*/ 661 13 24-Jan-97
Taman Serdang Perdana expiring 4 storey 5,542
Seksyen 2, 43300 Seri Kembangan in 2096 shop office
5. EMR No. 1282 Lot No. 1413 – Freehold/ 92,565/ 480 – 22-Jan-96
Mukim of Tanjong Kupang Vacant land –
District of Johor Bahru
Johor Darul Takzim
6. PT 12175, Jalan BBN 1/1F – Freehold/ 1,799/ 403 4 27-Jan-06

Putra Point Nilai, Bandar Baru Nilai 3 storey 5,394
71800 Nilai Negeri Sembilan Darul Khusus Office
7. No. 21, Jalan Perai Jaya 5 99 years Leasehold/ –*/ 368 15 17-Jun-96
Bandar Prai Jaya expiring 3 storey 3,185
13600 Seberang Perai Tengah, Penang in 2094 Office

8. No.19 Jalan Perai Jaya 5 99 years Leasehold/ –*/ 362 15 9-Jun-96
Bandar Prai Jaya expiring 3 storey 3,185
13600 Seberang Perai Tengah, Penang in 2094 Office
9. Lot A-10G & A11G 99 years Leasehold/ –*/ 349 6 25-Mar-03

Phase 3A, Plaza Malim Business Park expiring 2 storey 2,434
Balai Panjang 75250 Melaka in 2102 Office
10. No. 120, Jalan Rosmerah 2/16 – Freehold/ 1540/ 307 19 21-Oct-00
Taman Johor Jaya Land with 2,970
81100 Johor Bahru, Johor 2 storey
shop office
Note :
a) * The strata title to the land has yet to be divided by the relevant authorities. As such, the land area is currently unavailable.
b) The above summary is the details of the top ten (10) properties of ATIS Group.
92
ADDITIONAL
COMPLIANCE INFORMATION
1) Share buy-backs
During the financial period ended 31 December 2009, ATIS bought back a total of 2,506,400 of its ordinary shares of
RM0.50 each (“ATIS Shares”) which are listed and quoted as “ATIS” on the Main Board of Bursa Malaysia Securities
Berhad (“Bursa Securities”) (“ATIS Shares”) in the open market. The details of the ATIS Shares bought back during the
period are as follows:
Month Number of Average cost

Breakdown ATIS Shares Buy Back Prices per ATIS Share (RM) per ATIS Total Cost
2009 Bought Back Highest Lowest Average Shares (RM) (RM)
Jun-09 1,786,000 1.03 1.00 1.01 1.02 1,818,332

Jul-09 224,000 1.00 1.00 1.00 1.00 224,675
Aug-09 478,100 0.99 0.98 0.99 0.99 474,488
Dec-09 18,300 0.99 0.96 0.97 0.97 17,775
Total 2,506,400 1.03 0.96 0.99 1.01 2,535,270
All ATIS Shares bought back are held as treasury shares in accordance with Section 67A Subsection 3(A)(b) of the
Companies Act, 1965. As at 31 December 2009, a total of 13,967,380 ATIS Shares bought back were held as treasury
shares. None of the treasury shares held were resold or cancelled during the financial period.
Disclosed in accordance with Paragraph 12.24, Appendix 12D of the Listing Requirements of Bursa Securities.
2) Options, warrants and convertible securities

There were no options, warrants and convertible securities exercised during the financial period.
3) American Depository Receipt (ADR) / Global Depository Receipt (GDR)

The Company did not sponsor any ADR or GDR programmes during the financial period.
4) Sanctions and/or penalties

There were no sanctions and/or penalties imposed on the Company and its subsidiaries, Directors or management by the
relevant regulatory bodies during the financial period.
5) Non-audit fees
The amount of non-audit fee paid and payable to external auditors by the Group for the financial period ended 31
December 2009 was RM6,500 (31.03.2009 – 8,000).
6) Profit estimate, forecast or projection

The Company did not release any profit estimate, forecast or projection for the financial period.
7) Variation in results
There is no significant variance between the results for the financial period and the unaudited results previously released
by the Company.
8) Profit guarantee
No profit guarantee had been given by the Company in respect of the financial period.
9) Material contracts
There were no material contracts entered into by the Company and its subsidiaries involving Directors’ and major
shareholders’ interests except for the following:
93
ADDITIONAL COMPLIANCE INFORMATION
On 8 October 2009, the Company acquired 8,529,900 ordinary shares of RM1.00 each in Mutiara Goodyear Development
Berhad (“Mutiara”) for cash consideration of RM8,274,003 from Mr. Chen Khai Voon, a major shareholder and Group
Managing Director of ATIS. The cash consideration has been paid in full by the Company as at 31 December 2009.
On 21 October 2009, the Company entered into a Share Sale Agreement with Mr. Lim Beng Guan and Laman Arif Sdn
Bhd (“LASB”) for the proposed acquisition of a total of 21,385,700 ordinary shares of RM1.00 each in Mutiara for cash
consideration of RM20,744,129. Mr. Lim Beng Guan is the Non-Independent Non-Executive Director and shareholder of
ATIS. He is also the Executive Director and major shareholder of Mutiara by virtue of his direct and indirect interest via
LASB. All of the shares hold by Mr. Lim Beng Guan and LASB were sold to ATIS pursuant to the proposed acquisition
which was completed on 3 December 2009. The cash consideration has been paid in full by the Company as at 31
December 2009.
10) Material contracts relating to loans

There were no material contracts relating to loans entered into by the Company and its subsidiaries involving Directors’
and major shareholders’ interests.
11) Revaluation policy on landed properties

The Group does not have a revaluation policy for its landed properties.
12) Recurrent Related Party Transactions

The significant recurrent related party transactions conducted during the financial period ended 31 December 2009 are as
follows:
Related Parties Nature of Recurrent Transaction Amount (RM’000)
1. Peps-JV (M) Sdn Bhd Sale of industrial hardware products 781

Sale of industrial electrical and electronic products 341
2. Elkom Transformer Tank & Radiator Sale of industrial hardware products 983
Sdn Bhd (Fka: Kimpress Sdn Bhd) Sale of industrial electrical and electronic products 30
3. Elkom Transformer Tank & Radiator Rental of office space 5

Sdn Bhd (Fka: Kimpress Sdn Bhd)
4. Elkom Transformer Tank & Radiator Purchase of industrial electrical and electronic products 1,711
Sdn Bhd (Fka: Kimpress Sdn Bhd)
5. Pesaka Nuri (M) Sdn Bhd Sale of industrial hardware products 1,588
Sale of industrial electrical and electronic products 18
6. Circle Ring Network Sdn Bhd Sale of industrial electrical and electronic products 1,164
7. ZB Security Services Sdn Bhd Purchase of security services 74
8. KB Teknik Sdn Bhd Sale of industrial electrical and electronic products 18
9. Menang TSS (M) Sdn Bhd Sale of industrial electrical and electronic products 88
10. Green Nature Elite Sdn Bhd Sale of industrial hardware products 136
11. Kimpress Engineering Sdn Bhd Sale of industrial hardware products 6

(Fka: Kimpress Fabrication Sdn Bhd) Sale of industrial electrical and electronic products 1
12. Genetec Technology Bhd Sale of industrial electrical and electronic products 642
Sale of industrial hardware products 79
13. Elkom Transformer Components Sdn Bhd Sale of industrial electrical and electronic products 13
94
ANALYSIS OF
SHAREHOLDINGS as at 22 April 2010
SHARE CAPITAL
Class of Shares: Ordinary Shares of RM0.50 each
Voting Rights: One vote per Ordinary Share
ANALYSIS OF SHAREHOLDINGS
No. No. Percentage

Category of Holders of Shares (%)
1 – 99 18 672 0.00
100 – 1,000 113 86,168 0.06
1,001 – 10,000 690 2,597,020 1.77
10,001 – 100,000 185 5,347,920 3.64
100,001 – 7,338,550 82 68,013,400 46.34
7,338,551 and above
(5% of issued securities) 3 70,725,840 48.19
Total 1,091 146,771,020 100.00
DIRECTORS’ SHAREHOLDINGS (as per Register of Directors’ Shareholdings)
Direct Indirect
No. of % of No. of % of
Name Shares Held Issued Capital Shares Held Issued Capital
Mej Jen (Rtd) Dato’ Haji Fauzi Bin Hussain - - - -

Chen Khai Voon 48,344,240 32.94 14,601,600 (1)
9.95
Yee Kim Yuen 5,000,000 3.41 6,050,000 (2)
4.12
Lee Kok Keong 4,141,330 2.82 2,157,300 (3)
1.47
Sa Chee Peng 4,863,920 3.31 2,157,300 (3)
1.47
Chew Kuan Fah 437,000 0.30 6,157,000 (4)
4.19
Hamidon Bin Abdullah 70,720 0.05 - -
Too Kok Thai - - - -
Lim Beng Guan 5,171,200 3.52 - -
Notes:
(1) Deemed interested through Evolusi Impian Sdn Bhd.
(2) Deemed interested through World Best Alliance Sdn Bhd.
(3) Deemed interested through Synergy Cal Solutions Sdn Bhd.
(4) Deemed interested through World Best Alliance Sdn Bhd and his spouse.
Other than as stated above, there has been no change in the deemed interest of Directors in related companies as disclosed
in page 29 of this Annual Report since the close of the financial period ended 31 December 2009.
95
ANALYSIS OF SHAREHOLDINGS as at 22 April 2010
SUBSTANTIAL SHAREHOLDERS (as per Register of Substantial Shareholders)
Direct Indirect
No. of % of No. of % of
Name Shares Held Issued Capital Shares Held Issued Capital
Chen Khai Voon 48,344,240 32.94 14,601,600

(1)
9.95
Evolusi Impian Sdn Bhd 14,601,600 9.95 - -
Lembaga Tabung Angkatan Tentera 15,200,000 10.36 - -
Yee Kim Yuen 5,000,000 3.41 6,050,000
(2)
4.12
Notes:
(1) Deemed interested through Evolusi Impian Sdn Bhd.
(2) Deemed interested through World Best Alliance Sdn Bhd.
30 LARGEST SHAREHOLDERS
No. of Perentage
Name Shares Held (%)
1. Chen Khai Voon 40,008,390 27.26

2. Lembaga Tabung Angkatan Tentera 15,200,000 10.36
3. Evolusi Impian Sdn Bhd 14,601,600 9.95
4. World Best Alliance Sdn Bhd 6,050,000 4.12
5. EB Nominees (Tempatan) Sendirian Berhad
Pledged Securities Account for Chen Khai Voon 5,000,000 3.41
6. Yee Kim Yuen 4,750,000 3.24
7. Flora Mewah Sdn Bhd 4,455,400 3.04
8. Alliancegroup Nominees (Tempatan) Sdn Bhd
Pledged Securities Account for Lim Beng Guan 3,665,000 2.50
9. HLB Nominees (Tempatan) Sdn Bhd
Pledged Securities Account for Chen Khai Voon 2,420,000 1.65
10. Synergy Cal Solutions Sdn Bhd 2,157,300 1.47
11. OSK Nominees (Tempatan) Sdn Berhad
Pledged Securities Account for Sa Chee Peng 2,000,000 1.36
Pledged Securities Account for Yap Kien Leong 1,925,590 1.31
13. OSK Nominees (Tempatan) Sdn Berhad
Pledged Securities Account for Lee Kok Keong 1,800,000 1.23
14. Alliancegroup Nominees (Tempatan) Sdn Bhd
Pledged Securities Account for Ngu Liong Ting 1,758,850 1.20
15. Chia Hee Chong 1,648,000 1.12
96
30 LARGEST SHAREHOLDERS (CONT’D)
No. of Perentage
Name Shares Held (%)
16. CIMSEC Nominees (Tempatan) Sdn Bhd

CIMB Bank for Lim Beng Guan 1,506,200 1.03
17. RHB Capital Nominees (Tempatan) Sdn Bhd
Pledged Securities Account for Yap Kien Leong 1,330,400 0.91
Pledged Securities Account for Yap Wan Loong 1,301,600 0.89
Pledged Securities Account for Chin Lee Heong 1,189,000 0.81
Pledged Securities Account for Lee Kok Keong 1,155,000 0.79
23. Kenanga Nominees (Tempatan) Sdn Bhd
Pledged Securities Account for Lee Kok Keong 980,000 0.67
Pledged Securities Account for Chong Koon Yen 976,200 0.67
Pledged Securities Account for Chung Chee Siong 957,500 0.65
Pledged Securities Account for Chin Lee Heong 806,600 0.55
27. Kenanga Nominees (Tempatan) Sdn Bhd
Pledged Securities Account for Sa Chee Peng 780,000 0.53
Pledged Securities Account for Ngu Liong Ting 764,000 0.52
29. UOBM Nominees (Tempatan) Sdn Bhd
Exempt An For Fortress Capital Asset Management (M) Sdn Bhd 753,400 0.51
30. HLB Nominees (Tempatan) Sdn Bhd
Pledged Securities Account for Yap Wan Loong 745,500 0.51
Total 122,695,730 83.60
97
Corporate
Directory
Allied Fluid Engineering Sdn Bhd Alliance Motors and Drives Sdn Bhd
Wisma KVC, Lot 3, Jalan P10/12 No. 22 Jalan USJ 1/1
Kawasan Perusahaan Bangi Taman Perindustrian USJ 1
43650 Bandar Baru Bangi 47600 Subang Jaya
Selangor Darul Ehsan Selangor Darul Ehsan
Tel : 603–8925 2828 Tel : 603–8025 1088
Fax : 603–8925 5899 Fax : 603–8025 1099
ATIS Properties Sdn Bhd AZ Master (M) Sdn Bhd

Wisma KVC, Lot 3, Jalan P10/12 Wisma KVC, Lot 3, Jalan P10/12
Kawasan Perusahaan Bangi Kawasan Perusahaan Bangi
43650 Bandar Baru Bangi 43650 Bandar Baru Bangi
Tel : 603–8925 2828 Tel : 603–8925 2828
Fax : 603–8925 2929 Fax : 603–8926 7815
Cotel Precision Industries Sdn Bhd Elkom Transformer Components Marketing Sdn BHD
Wisma KVC, Lot 3, Jalan P10/12 Wisma KVC, Lot 3, Jalan P10/12
Tel : 603–8925 2828 Tel : 603–8925 2828
Fax : 603–8925 6828 Fax : 603–8925 2929
Flexmodus Sdn Bhd GEIC Technology Sdn Bhd

No. 5&7, Jalan P10/18 Wisma KVC, Lot 3, Jalan P10/12
Taman Industri Selaman Seksyen 10 Kawasan Perusahaan Bangi
Tel : 603–8926 2118 Tel : 603–8925 2828
Fax : 603–8926 2998 Fax : 603–8926 7815
Genetec Technology Berhad KVC Connectors Sdn Bhd

Lot 7, Jalan P10/11, Section 10 Wisma KVC, Lot 3, Jalan P10/12
Tel : 603–8926 6388 Tel : 603–8925 2828
Fax : 603–8926 9689 Fax : 603–8925 5277
KVC Controls & Automation Sdn Bhd KVC Electrical Components Sdn Bhd
(formerly known as Genetec Plastic Technology (M) Sdn Bhd) Wisma KVC, Lot 3, Jalan P10/12
Wisma KVC, Lot 3, Jalan P10/12 Kawasan Perusahaan Bangi
Kawasan Perusahaan Bangi 43650 Bandar Baru Bangi
43650 Bandar Baru Bangi Selangor Darul Ehsan
Selangor Darul Ehsan Tel : 603–8925 2828
Tel : 603–8925 2828 Fax : 603–8925 2929
Fax : 603–8925 6828
KVC Industrial Supplies Sdn Bhd KVC Industrial Supplies (Johor) Sdn Bhd
Wisma KVC, Lot 3, Jalan P10/12 26 Jalan Gemilang 1
Kawasan Perusahaan Bangi Taman Perindustrian Cemerlang
43650 Bandar Baru Bangi 81800 Ulu Tiram
Selangor Darul Ehsan Johor Darul Takzim
Tel : 603–8925 2828 Tel : 607–868 3888
Fax : 603–8925 2929 Fax : 607–867 7812
98
KVC Industrial Supplies (Kuantan) Sdn Bhd KVC Industrial Supplies (Melaka) Sdn Bhd
B-380, Jalan Air Putih No. 65 & 67, Jalan PPM 8
25300 Kuantan Plaza Pandan Malim Business Park
Pahang Darul Makmur Balai Panjang
Tel : 609–566 6688 75250 Melaka
Fax : 609–566 6633 Tel : 606–334 5888
Fax : 606–336 5222
KVC Industrial Supplies (N.S.) Sdn Bhd KVC Industrial Supplies (Penang) Sdn Bhd
PT 12175, Jalan BBN 1/1F No. 517, Jalan Perusahaan Baru
Putra Point 2B, Bandar Baru Nilai Prai Industrial Estate
71800 Nilai 13600 Prai
Negeri Sembilan Darul Khusus Pulau Pinang
Tel : 606–799 5888 Tel : 604–389 8888
Fax : 606–799 5666 Fax : 604–399 7253
KVC Industrial Supplies (Perak) Sdn Bhd KVC Industries Sdn Bhd
No. 2, Persiaran Perusahaan Kledang Utara 1/2 Wisma KVC, Lot 3, Jalan P10/12
Kawasan Perindustrian Chandan Raya Kawasan Perusahaan Bangi
31450 Ipoh 43650 Bandar Baru Bangi
Perak Darul Ridzuan Selangor Darul Ehsan
Tel : 605–281 6688 Tel : 603–8925 2828
Fax : 605–282 9088 Fax : 603–8925 2929
KVC Installation Material Store Sdn Bhd KVC Maritime Supplies and Engineering Sdn Bhd
Wisma KVC, Lot 3, Jalan P10/12 26 Jalan Gemilang 1
Kawasan Perusahaan Bangi Taman Perindustrian Cemerlang
43650 Bandar Baru Bangi 81800 Ulu Tiram
Selangor Darul Ehsan Johor Darul Takzim
Tel : 603–8925 2828 Tel : 607–868 3888
Fax : 603–8925 2929 Fax : 607–868 3960
Li Tech Switchgear (M) Sdn Bhd Mitra Bintang Sdn Bhd

No. 31, Jalan PBS 14/2 Lot 3998, Jalan 6/2A
Taman Perindustrian Bukit Serdang Sec 4 Taman Industri Selesa Jaya
43300 Seri Kembangan 43300 Balakong
Tel : 603–8941 7181 Tel : 603–8962 2888
Fax : 603–8941 7180 Fax : 603–8962 1888
Mutiara Goodyear Development Berhad One Choice Protection Film Sdn Bhd
Tingkat 11, Menara Tun Razak Lot 3998, Jalan 6/2A
Jalan Raja Laut Taman Industri Selesa Jaya
50350 Kuala Lumpur 43300 Balakong
Tel : 603–2693 5622 Selangor Darul Ehsan
Fax : 603–2691 2852 Tel : 603–8961 6339
Fax : 603–8961 7812
Pressto Asia Sdn Bhd R & R Industrial Products (M) Sdn Bhd
No. 137, Jalan Maarof Wisma KVC, Lot 3, Jalan P10/12
Bangsar Kawasan Perusahaan Bangi
59100 Kuala Lumpur 43650 Bandar Baru Bangi
Fax : 603–2093 2696 Tel : 603–8925 2828
Fax : 603–8925 2929
99
Corporate Directory
TSA Auto Parts Sdn Bhd TSA East Malaysia Sdn Bhd
Lot 3998, Jalan 6/2A (formerly known as TSA Industries (Sabah) Sdn Bhd)
Taman Industri Selesa Jaya Lot 10, Lorong Buah Duku, Miles 5 1/2
43300 Balakong Off Jalan Kolombong
Selangor Darul Ehsan 88450 Kota Kinabalu
Tel : 603–8961 6339 Sabah
Fax : 603–8961 7812 Tel : 6088–388 855
Fax : 6088–386 655
TSA Industries Sdn Bhd TSA Industries (Ipoh) Sdn Bhd

Lot 3998, Jalan 6/2A No. 2, Persiaran Perusahaan Kledang Utara 1/2
Taman Industri Selesa Jaya Kawasan Perindustrian Chandan Raya
43300 Balakong 31450 Ipoh
Selangor Darul Ehsan Perak Darul Ridzuan
Tel : 603–8962 2888 Tel : 605–281 6688
Fax : 603–8962 1888 Fax : 605–281 0088
TSA Industries (Johor) Sdn Bhd TSA Industries (Melaka) Sdn Bhd
No. 26, Jalan Gemilang 1 No. 72, Jalan IKS MJ6
Taman Perindustrian Cemerlang Taman IKS Malim Jaya
81800 Ulu Tiram 75250 Melaka
Johor Darul Takzim Tel : 606–335 3333
Tel : 607–868 3888 Fax : 606–335 5881
Fax : 607–867 7712
TSA Industries (Negeri Sembilan) Sdn Bhd TSA Industries (Penang) Sdn Bhd
No. 54, Jalan Andalas 1 No. 517, Jalan Perusahaan Baru
Perusahaan Ringan Andalas, Senawang Prai Industrial Estate
70450 Seremban 13600 Prai
Negeri Sembilan Darul Khusus Pulau Pinang
Tel : 606–679 5211 Tel : 604–389 8988
Fax : 606–679 1898 Fax : 604–398 0768
TSA Industries (Shah Alam) Sdn Bhd TSA Pipes Manufacturing Sdn Bhd
No. 26, Jalan Tamborin 33/23 Lot 3998, Jalan 6/2A
Shah Alam Technology Park Taman Industri Selesa Jaya
40400 Shah Alam 43300 Balakong
Tel : 603–5122 1133 Tel : 603–8962 2888
Fax : 603–5122 1166 Fax : 603–8961 5568
TSA Servicing Centre Sdn Bhd United Power Holdings Sdn Bhd
Lot 3998, Jalan 6/2A (formerly known as Kimpress Holdings Sdn Bhd)
Taman Industri Selesa Jaya 8, Jalan P4/8
43300 Balakong Bandar Teknologi Kajang
Selangor Darul Ehsan 43500 Semenyih
Fax : 603–8962 1888 Tel : 603–8727 1489
Fax : 603–8727 1487
Atis Porcelain (HK) Limited AZ Master International Co. Limited

Associated Consultants Limited Algene Secretaries Limited (111548)
Unit D, 12/F., Seabright Plaza 9/F., Times Media Centre
9-23 Shell Street 133 Wanchai Road
North Point, Hong Kong Wanchai, Hong Kong
Tel : 00852–2806 3686 Tel : 00852–2838 8399
Fax : 00852–2806 2613 Fax : 00852–2838 8300
100
AZ Master International (Shenzhen) Pte Ltd KVC Industrial Supplies (Thailand) Co., Ltd
No. 709, QingAn Town 49/175-176, Moo 7, Klong Song
NanHu Road Klong Luang
LuoHu District, ShenZhen Pathumthani
GuangDong, China 1220 Thailand
Tel : 0066–2153 4727
Fax : 0066–2153 4726
Cable Solutions (Thailand) Co., Ltd PT Cable Solutions Indonesia

120/23, Moo. 12 T.Racheathewa Jl. Kapuk Raya No.89
A.Bengplee, Samuthprakan, Kompleks Pergudangan Indah Kapuk
10540 Thailand Block A-3
Tel : 0066–315 5381 Jakarta Utara 14460
Fax : 0066–315 5380 Indonesia
Tel : 62–21–5437 6996
Fax : 62–21–5439 3009
Pressto Singapore Pte Ltd TSA Industries Middle East FZ-LLC

619C, Bukit Timah Road P.O.Box: 31291
Singapore 269722 AL-Jazeera Al-Hamra
Tel : 65–6466 8612 Ras Al Khaimah
Fax : 65–6292 7757
PT. Fanah Jaya Maindo TSA Industries (SEA) Pte Ltd

Kawasan Industri Delta Silicon Legal 21 LLC
Jl. Kruing 2 4 Robinson Road
Blok L9 No. 8C Lippo Cikarang #10-01
Cibatu – Lemah Abang House of Eden,
Bekasi – Indonesia 17550 The Singapore 048543
Tel : 662–902 1391 Tel : 65-6533 7800
Fax : 662–902 2206 Fax : 65-6532 4800
Cable Solutions (SEA) Pte Ltd

54B&C, Kallang Pudding Road
Singapore 349325
Tel : 65–6292 7727
Fax : 65–6292 7757
101
NOTICE OF
ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the Twelfth Annual General Meeting of ATIS Corporation Berhad (the “Company”)
will be held at Multi-Purpose Halls, 2nd Floor, Lot 5, Jalan P10/12, Kawasan Perusahaan Bangi, 43650 Bandar Baru
Bangi, Selangor Darul Ehsan, Malaysia on Tuesday, 25 May 2010 at 10.00 a.m. for the following purposes:-
AGENDA
As Ordinary Business:
1. To receive the Audited Financial Statements for the financial period ended 31 December 2009 together with the Reports
of the Directors and Auditors thereon. Please refer to Note (i)
2. To re-elect the following Directors who retire pursuant to Article 84 of the Company’s Articles of Association:-
2.1 Chen Khai Voon Ordinary Resolution 1

2.2 Chew Kuan Fah Ordinary Resolution 2
3. To consider, and if thought fit, to pass the following resolution pursuant to Section 129(6) of the Companies Act, 1965
(the “Act”):-
“THAT pursuant to Section 129(6) of the Act, Mej Jen (Rtd) Dato’ Haji Fauzi Bin Hussain who has attained the age of 70
years be re-appointed as Director of the Company and to hold office until the next Annual General Meeting (AGM).”
Ordinary Resolution 3
4. To re-appoint Messrs MAZARS as Auditors of the Company and to authorise the Directors to fix their remuneration.
Ordinary Resolution 4
As Special Business:
To consider, and if thought fit, to pass the following resolutions, with or without modifications thereto:-
5. Authority to allot shares pursuant to Section 132D of the Act

“THAT pursuant to Section 132D of the Act, the Directors be authorised to issue shares in the Company at any time until
the conclusion of the next AGM and upon such terms and conditions and for such purposes as the Directors may, in
their absolute discretion, deem fit provided that the aggregate number of shares to be issued does not exceed ten per
centum (10%) of the issued share capital of the Company for the time being, subject always to the approval of all relevant
regulatory bodies being obtained for such allotment and issue.” Ordinary Resolution 5
6. PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR EXISTING RECURRENT RELATED PARTY TRANSACTIONS OF A
REVENUE OR TRADING NATURE AND NEW MANDATE FOR ADDITIONAL RECURRENT RELATED PARTY TRANSACTIONS
OF A REVENUE OR TRADING NATURE (“PROPOSED SHAREHOLDERS’ MANDATE”)
“THAT subject to the provisions of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa
Securities”), approval be given for the Company and its subsidiaries, to enter into recurrent related party transactions of a
revenue or trading nature with the related parties as specified in Section 2 of the Circular to Shareholders dated 30 April
2010 which are necessary for the day-to-day operations and/or in the ordinary course of business of the Company and its
subsidiaries, on arms length basis, on normal commercial terms which are not more favourable to the related parties than
those generally available to the public and are not detrimental to the minority shareholders of the Company and that such
authority shall continue to be in force until:-
(a) the conclusion of the next AGM of the Company at which time the mandate will lapse, unless by a resolution passed
at the next AGM, the mandate is renewed; or
102
(b) the expiration of the period within which the next AGM of the Company is required to be held pursuant to Section 143(1)
of the Act (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or
(c) revoked or varied by ordinary resolution passed by the Shareholders in general meeting;
whichever is the earlier.
AND THAT authority be given to the Directors of the Company to complete and do all such acts and things (including
executing such documents as may be required) to give effect to the transactions contemplated and/or authorised by the
Proposed Shareholders’ Mandate.” Ordinary Resolution 6
7. PROPOSED RENEWAL OF AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN SHARES (“Proposed Share
Buy-Back”)
“THAT subject to the Act, the Memorandum and Articles of Association of the Company, the Main Market Listing
Requirements of Bursa Securities and all other applicable laws, guidelines, rules and regulations, the Company be
authorised to purchase such amount of Ordinary Shares of RM0.50 each in the Company as may be determined by the
Directors of the Company from time to time through Bursa Securities as the Directors may deem fit and expedient in the
interest of the Company provided that:-
(a) the aggregate number of shares purchased and/or held pursuant to this resolution does not exceed ten per centum (10%)
of the issued and paid-up share capital of the Company as quoted on the Bursa Securities as at the point of purchase;
(b) an amount not exceeding the Company’s share premium account and/or retained profits account be allocated by the
Company for the Proposed Share Buy-Back; and
(c) authority be given to the Directors of the Company to decide at their absolute discretion to either retain the shares
so purchased as treasury shares and/or to cancel the shares so purchased or retained part of the shares so
purchased as treasury shares and/or to resell the treasury shares and/or to distribute them as share dividend and/
or subsequently cancel the remainder.
The authority conferred by this resolution will be effective immediately upon the passing of this resolution and will expire at:-
(i) the conclusion of the next AGM of the Company following the AGM at which such resolution was passed at which
time it will lapse unless by a resolution passed at a general meeting of the Company, the authority is renewed;
(ii) the expiration of the period within which the next AGM after the date it is required to be held pursuant to Section 143(1)
of the Act but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act; or
(iii) revoked or varied by resolution passed by the Shareholders in a general meeting;
whichever is the earlier.
AND THAT the Directors of the Company be authorised to take all steps necessary to implement, complete and do all
such acts and things (including executing all such documents as may be required) as they may consider expedient or
necessary to give effect to the Proposed Share Buy-Back.” Ordinary Resolution 7
BY ORDER OF THE BOARD
WONG CHOOI FUN

(MAICSA 7027549)
Group Company Secretary

Date: 30 April 2010
103
NOTICE OF ANNUAL GENERAL MEETING
Notes:
1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend and vote in his stead. A proxy
may but need not be a member of the Company and Section 149 (1)(a) and (b) of the Act shall not apply to the Company. However, his attendance at
the meeting shall automatically revoke the proxy’s authority.
2. A member shall not be entitled to appoint more than two (2) proxies to attend and vote at the same meeting. Each proxy appointed shall represent
a minimum of 1,000 shares held by the member. Where a member appoints more than one (1) proxy to attend and vote at the same meeting, such
appointment shall be invalid unless he specifies the proportion of his shareholding to be represented by each proxy.
3. If no name is inserted in the space provided for the name of proxy, the Chairman of the meeting will act as your proxy.
4. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or if the appointor is a
corporation, either under seal or under the hand of an officer or attorney duly authorised.
5. The instrument appointing a proxy must be deposited at the Registered Office of the Company at Wisma KVC, Lot 3, Jalan P10/12, Kawasan Perusahaan
Bangi, 43650 Bandar Baru Bangi, Selangor Darul Ehsan, Malaysia not less than 48 hours before the time appointed for holding the meeting or any
adjournment thereof.
6. EXPLANATORY NOTES ON SPECIAL BUSINESS
(i) Item 1 of the Agenda
This Agenda item is meant for discussion only, as the provision of Section 169(1) of the Act does not require a formal approval of the Shareholders
and hence is not put forward for voting.
(ii) Ordinary Resolution 5 – Authority to allot shares pursuant to Section 132D of the Act
This Resolution if passed will empower the Directors to allot and issue shares in the Company up to an amount not exceeding in total ten per centum
(10%) of the issued share capital of the Company for such purposes as the Directors consider would be in the interest of the Company. This authority,
unless revoked or varied by the Company at a general meeting, will expire at the next AGM.
The Company had been granted a general mandate by its Shareholders at the last AGM of the Company (hereinafter referred to as the “Previous
Mandate”). The Previous Mandate was not utilised and hence no proceed was raised.
The purpose for this resolution is to eliminate the need to convene separate general meeting(s) from time to time to seek Shareholders’ approval as
and when the Company issues new shares and thereby reducing administrative time and costs associated with the convening of such meeting(s).
The Board has not determined the actual utilisation of proceeds and pending decision thereof, the Company may utilise the proceeds from the general
mandate sought for general working capital purposes, if any.
(iii) Ordinary Resolutions 6 and 7 – Proposed SHAREHOLDERS’ MANDATE AND PROPOSED SHARE BUY-BACK (“PROPOSALS”)
Please refer to the Circular to Shareholders dated 30 April 2010 which is despatched together with the December 2009 Annual Report, for detailed
information of the Proposals.
Additional note:
1. Yee Kim Yuen is retiring pursuant to Article 84 of the Company’s Articles of Association at the forthcoming AGM and is not seeking for re-election.
Statement Accompanying the

Notice of Annual General Meeting
1. The following are the Directors standing for re-election and re-appointment:-
Pursuant to Article 84 of the Articles of Association of the Company:-

* Chen Khai Voon
* Chew Kuan Fah
Yee Kim Yuen who will be retiring pursuant to Article 84 of the Company’s Articles of Association has advised that he
does not wish to seek for re-election at the forthcoming AGM.
Pursuant to Section 129(6) of the Act:-

* Mej Jen (Rtd) Dato’ Haji Fauzi Bin Hussain
2. Further details and profiles of the above Directors are set out in pages 6 to 8 and their securities holding (in the Company
and its subsidiaries) on page 29 of this Annual Report.
104
PROXY FORM
No. of shares held
I/We NRIC/Co. No.

(FULL NAME OF MEMBER(S) IN CAPITAL LETTERS AS PER NRIC/PASSPORT/CERTIFICATE OF INCORPORATION)
of
(FULL ADDRESS)
being a member/members of ATIS CORPORATION BERHAD (“the Company”), hereby appoint

NRIC No.
(FULL NAME OF PROXY IN CAPITAL LETTERS AS PER NRIC/PASSPORT)
of
(FULL ADDRESS)
or failing him/her, NRIC No.

(FULL NAME OF PROXY IN CAPITAL LETTERS AS PER NRIC/PASSPORT)
of
(FULL ADDRESS)
or failing him/her, the Chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the Twelfth Annual
General Meeting of the Company to be held at Multi-Purpose Halls, 2nd Floor, Lot 5, Jalan P10/12, Kawasan Perusahaan
Bangi, 43650 Bandar Baru Bangi, Selangor Darul Ehsan, Malaysia on Tuesday, 25 May 2010 at 10.00 a.m. and at any
adjournment thereof in respect of my/our shareholding in the manner indicated below:-
Ordinary Resolution For Against
1 Re-election of Chen Khai Voon as Director
2 Re-election of Chew Kuan Fah as Director
3 Re-appointment of Mej Jen (Rtd) Dato’ Haji Fauzi Bin Hussain as Director
4 Re-appointment of Messrs MAZARS as Auditors
5 Authority to allot shares pursuant to Section 132D of the Companies Act, 1965
6 Proposed Shareholders’ Mandate
7 Proposed Share Buy-Back
(Please indicate with an “X” in the spaces provided whether you wish your votes to be cast for or against the resolutions. In
the absence of specific directions, your proxy will vote or abstain as he/she thinks fit.)
Dated this day of 2010
Signature/Common Seal of Member(s)
Notes:-
1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend and vote in his stead. A proxy
may but need not be a member of the Company and Section 149 (1)(a) and (b) of the Companies Act, 1965 shall not apply to the Company. However,
his attendance at the meeting shall automatically revoke the proxy’s authority.
2. A member shall not be entitled to appoint more than two (2) proxies to attend and vote at the same meeting. Each proxy appointed shall represent a minimum
of 1,000 shares held by the member. Where a member appoints more than one (1) proxy to attend and vote at the same meeting, such appointment shall
be invalid unless he specifies the proportion of his shareholding to be represented by each proxy.
3. If no name is inserted in the space provided for the name of proxy, the Chairman of the meeting will act as your proxy.
4. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or if the appointor is a
corporation, either under seal or under the hand of an officer or attorney duly authorised.
5. The instrument appointing a proxy must be deposited at the Registered Office of the Company at Wisma KVC, Lot 3, Jalan P10/12, Kawasan Perusahaan
Bangi, 43650 Bandar Baru Bangi, Selangor Darul Ehsan, Malaysia not less than 48 hours before the time appointed for holding the meeting or any
adjournment thereof.
Fold here
Affix
Stamp
The Group Company Secretary
ATIS CORPORATION BERHAD
Wisma KVC, Lot 3
Jalan P10/12
43650 Bandar Baru Bangi
Malaysia
Fold here

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ATIS CORPORATION BERHAD

Annual Report Dec’ 2009

Incorporated in Malaysia under the Companies Act, 1965

Wisma KVC, Lot 3, Jalan P10/12

Famille verte dish/wooden

Board of Directors AUDIT AND NOMINATION REGISTRAR

Yee Kim Yuen

100% KVC Electrical Components Sdn Bhd

64% KVC Industrial Supplies 100% KVC Industries Sdn Bhd

100% KVC Industrial Supplies (Melaka) Sdn Bhd

20% United Power Holdings Sdn Bhd

100% KVC Maritime Supplies And Engineering Sdn Bhd

60% ATIS Porcelain (HK) Limited

49% KVC Industrial Supplies (Thailand) Co., Ltd

30.28% Mutiara Goodyear

Revenue 406,627 454,243 529,104 497,831 354,746

Interest expense (3,605) (5,360) (6,771) (6,619) (3,156)

Interest income 120 253 832 786 239

Depreciation and amortisation (6,202) (4,578) (5,110) (7,041) (3,907)

Taxation (7,666) (8,929) (9,872) (4,439) (6,183)

Minority shareholders’ interests (934) (450) (523) (2,355) (2,299)

MEJ JEN (RTD) DATO’

• Chairman of Board of Directors

CHEN KHAI VOON

Mr Chen was appointed to the Board of ATIS on 28 May

YEE KIM YUEN SA CHEE PENG

Mr Chew has attended all of the four (4) Board Meetings

HAMIDON BIN ABDULLAH LIM BENG GUAN

TOO KOK THAI

• Member of Audit Committee

Mr Too was appointed to the Board of ATIS on 31 January

On behalf of the Board of Directors of ATIS

The financial period under review was undoubtedly one of

This solid track record and performance and our commitment

Besides delivering a satisfactory revenue record, our dynamic

Chairman’s statement & review Of Operations

We will continue to remain focus and cautious in growing our

Corporate Governance statement

(c) Supply of Information 1.2 To e n s u r e t h a t t h e l e v e l o f

3. Membership 5.8 Every member of the Board shall have the

Corporate Governance statement

3. Executive Director Remuneration 4. Non-Executive Director Remuneration

(ii) Remuneration Package

Corporate Governance statement

2. Membership 3.6 A resolution in writing, signed by a majority

Mej Jen (Rtd) Dato’ Haji Fauzi Bin Hussain 1 1 100

Too Kok Thai 1 1 100

Lim Beng Guan 1 1 100

2. RELATIONSHIP WITH SHAREHOLDERS

(a) Periodic Reports

Date of Issue/ Number of Days after Bursa Securities

2009 Quarterly Results

(b) AGM (d) Websites

Corporate Governance statement

(a) Financial Reporting (d) Relationship with the External Auditors

Wong Chooi Fun (Group Company Secretary) and

At ATIS, we are ever mindful of our The Workplace

Before we reach out to our communities,

Key business risks have been identified, evaluated

iii) Control Activities

(c) Supply of Information 1.2 To e n s u r e t h a t t h e l e v e l o f

3. Membership 5.8 Every member of the Board shall have the

2. Membership 3.6 A resolution in writing, signed by a majority

Wong Chooi Fun (Group Company Secretary) and

TERMS OF REFERENCE 2.6.1 must be a member of the Malaysian Institute

3. Authority 4.1.6 any related party transactions and conflict