02263 1.Notice Of Annual General Meeting€¦ · b) Kam Teh Chung Resolution 4 c) Lim Gin Chuan...

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THE STORE CORPORATION BERHAD( I N C O R P O R A T E D I N M A L A Y S I A ) 252670-P

NOTICE IS HEREBY GIVEN that the Eighteenth (18th) Annual General Meeting of the Company will be held at Crown Hall 1, Level I, Crystal Crown Hotel Petaling Jaya, No. 12, Lorong Utara A, Off Jalan Utara, 46200 Petaling Jaya, Selangor on Tuesday, 29 March 2011 at 10.00 a.m for the following purposes:

Agenda

1. To receive the audited financial statements of the Company for the financial year ended 30 September 2010 together with the reports of the Directors and Auditors thereon. Refer to explanatory note 1

2. To approve the payment of a First and Final Dividend of 1% tax exempt in respect of the financial year ended 30 September 2010. Resolution 1

3. To approve the payment of Directors’ Fees for the financial year ended 30 September 2010. Resolution 2 4. To re-elect the following directors who retire in accordance with the provisions of the Company’s Articles of Association:

a) Tan Sri Dato’ Sri Tang Yeam Soon Resolution 3

b) Kam Teh Chung Resolution 4

c) Lim Gin Chuan Resolution 5

5. To consider and, if thought fit, pass the following resolution pursuant to Section 129(6) of the Companies Act, 1965:

“That Dato’ Dr. Haji Kardin bin Haji Shukor (a director retiring in compliance with Section 129 of the Companies Act, 1965, being over the age of seventy years) be and is hereby re-appointed a director of the Company to hold office until the next Annual General Meeting.” Resolution 6

6. To re-appoint Messrs Grant Thornton Chartered Accountants as Auditors of the Company for the ensuing year and to authorise the Board of Directors to fix their remuneration. Resolution 7

7. To transact any other ordinary business of which due notice shall have been given.

As Special BusinessTo consider and, if thought fit, to pass the following resolutions as ordinary resolutions:

8. AUTHORITY TO ALLOT AND ISSUE SHARES PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965

“THAT subject always to the Companies Act, 1965, the Articles of Association of the Company and the approvals of the relevant governmental and regulatory authorities, the directors be and are hereby empowered pursuant to Section 132D of the Companies Act, 1965, to issue shares in the Company at any time and upon such terms and conditions for such purposes as the directors may, in their absolute discretion, deem fit, provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the issued capital of the Company for the time being and that the directors be and are also empowered to obtain the approval for the listing of and quotation for additional shares so issued on Bursa Malaysia Securities Berhad and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company.” Resolution 8

9. PROPOSED RENEWAL OF AUTHORITY FOR THE COMPANY’S PURCHASE OF ITS OWN SHARES

“THAT, subject to the Companies Act, 1965 (as may be amended, modified or re-enacted from time to time), the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Malaysia”), the Company’s Articles of Association and all other applicable laws, regulations and guidelines and the approvals of all relevant government and/or regulatory authorities, the Company be and is hereby authorised to purchase such number of ordinary shares of RM1.00 each in the Company (“Proposed Share Buyback”) as may be determined by the directors of the Company from time to time through Bursa Malaysia as the directors may deem fit in the interest of the Company provided that the aggregate number of shares purchased and/or held pursuant to this resolution does not exceed ten per centum (10%) of the total issued and paid-up share capital of the Company at any point of time of the said purchase(s) and the maximum number of shares which may be purchased by the Company shall not exceed 6,850,360 shares.

Notice of the

Annual General Meeting

02263 1.Notice Of Annual General Meeting.indd 10 3/2/11 12:00:07 PM

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AND THAT, upon completion of the purchase by the Company of its own shares (“The Store Shares”), the directors are authorised to retain The Store Shares as treasury shares or cancel The Store Shares or retain part of The Store Shares as treasury shares and cancel the remainder. The directors are further authorised to resell the treasury shares on Bursa Malaysia or distribute the treasury shares as dividends to the Company’s shareholders or subsequently cancel the treasury shares or any combination of the three.

AND FURTHER THAT such authority shall be effective immediately upon passing of this resolution and will continue in force until:

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

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

(iii) revoked or varied by ordinary resolution passed by the shareholders in the general meeting; whichever occurs first but not so as to prejudice the completion of purchase(s) by the Company before the aforesaid expiry date and to take all steps as are necessary and/or to do all such acts and things as the directors deem fit and expedient in the interest of the Company to give full effect to the Proposed Share Buyback with full powers to assent to any condition, modification, revaluation, variation and/or amendment (if any) as may be imposed by the relevant authorities.” Resolution 9

10. PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE NATURE

“THAT, subject always to the provisions of the listing requirements of Bursa Malaysia Securities Berhad, approval be and is hereby given to the Company and its wholly-owned subsidiaries, Pacific Hypermarket & Departmental Store Sdn Bhd and Pacific Bowling Sdn Bhd, to enter into and give effect to specified recurrent related party transactions of a revenue nature with specified classes of Related Parties as specified in Section 3.2 of the Circular to shareholders dated 7 March 2011 which are necessary for the day to day operations and/or in the ordinary course of business of the Company and its subsidiaries and are carried out at arms’ length basis on normal commercial terms of The Store Group on terms not more favourable to the Related Parties than those generally available to the public and are not detrimental to minority shareholders of the Company and such mandate shall continue to be in force until:

(i) the conclusion of the next Annual General Meeting of the Company at which time it will lapse, unless by a resolution passed at a general meeting, the authority is renewed;

(ii) the expiration of the period within which the next Annual General Meeting after the date it is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (“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 authority be and is hereby given to the directors of the Company and its subsidiaries to complete and do such acts and things as they may consider necessary or expedient in the best interest of the Company (including executing all such documents as may be required) to give effect to the transactions contemplated and/or authorised by this Ordinary Resolution.” Resolution 10

Notice of the 18th

Annual General Meeting (cont’d)


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Notice of Dividend Entitlement and Payment

NOTICE IS ALSO HEREBY GIVEN that the first and final dividend of 1%, tax exempt, in respect of the financial year ended 30 September 2010, if approved, will be paid to shareholders on 17 June 2011. The entitlement date for the said dividend shall be 20 May 2011.

A Depositor shall qualify for entitlement only in respect of:-

a) Shares transferred to the Depositor’s Securities Account before 4.00 p.m. on 20 May 2011 in respect of ordinary transfers; and

b) Shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa Malaysia Securities Berhad.

By Order of the Board

LEE WAI NGAN (Ms) (LS 00184)HWONG PIK HUA (Ms) (MAICSA 7027798)SecretariesKuala Lumpur

Date : 7 March 2011

Notes:

Appointment of Proxy

1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his stead. A member may appoint more than one proxy to attend at the same meeting. Where a member appoints two or more proxies, he must specify the proportion of his shareholdings to be represented by each proxy.

2. A proxy need not be a member of the Company.

3. If the appointer is a corporation, the form must be under its Common Seal or under the hand of an officer or attorney duly authorised. 4. The instrument appointing a proxy must be deposited at the Company’s Registered Office at Plaza 138, Suite 18.03, 18th Floor, 138 Jalan Ampang, 50450 Kuala Lumpur not less than 48 hours before the time appointed for holding the meeting.

General Meeting Record of Depositors

For purpose of determining who shall be entitled to attend this meeting, the Company shall request Bursa Malaysia Depository Sdn Bhd to issue a Record of Depositors as at 23 March 2011 pursuant to Articles 56A (b) and paragraph 7.16(2) of Bursa Malaysia Securities Bhd Main Market Listing Requirements. A Depositor whose name appears on such Record of Depositors shall be entitled to attend this meeting.

Item 1 of the Agenda

To receive the audited financial statements of the Company for the financial year ended 30 September 2010 together with the reports of the Directors and Auditors thereon.

This item is meant for discussion only as the provision of Section 169(1) of the Companies Act, 1965 does not require shareholders’ approval for the audited financial statements. Therefore, this item will not be put forward for voting.

Notice of the 18th



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Special business

i) Proposed Authority to Allot and Issue Shares Pursuant to Section 132D of the Companies Act, 1965

The proposed Resolution No. 8, if passed, will authorise the directors to issue shares up to 10% of the issued and paid-up capital of the Company for the time being for such purposes as the directors consider would be in the best interest of the Company. The purpose for the renewal of a general mandate is to avoid any delay and costs in convening a general meeting to specifically approve such an issue of shares for any possible fund raising activities (excluding placing of shares) for the purpose of funding future investment projects, additional working capital etc.

This authority, unless revoked or varied at a general meeting, will expire at the next Annual General Meeting of the Company.

The Company did not issue any new shares pursuant to the mandate granted to the directors at the last Annual General Meeting held on 26 March 2010 and which will lapse at the conclusion of the forthcoming Annual General Meeting.

ii) Proposed Renewal Of Authority For The Company’s Purchase Of Its Own Shares

The proposed Resolution No.9, if passed, will prepare our Company with a further option to utilize our financial resource more efficiently. It is also intended to stabilize the supply and demand as well as the Company’s shares prices.

The mandate shall continue to be in force until the date of the next Annual General Meeting of the Company unless earlier revoked or varied by ordinary resolution of the Company in a general meeting and is subject to annual renewal.

Further information on this resolution is set out in the Share Buyback Statement dated 7 March 2011, despatched together with this Annual Report.

iii) Proposed Renewal of Shareholders’ Mandate For Recurrent Related Party Transactions Of A Revenue Nature

The proposed Resolution No. 10, if passed, will enable the Company and its subsidiaries to enter into recurrent transactions involving the interest of related parties, which are of a revenue nature and necessary for the Group’s day-to-day operations, subject to the transactions being carried out in the ordinary course of business and on terms not to the detriment of the minority shareholders of the Company.

The procurement of the Proposed renewal of shareholder’s mandate would reduce substantially administrative time, effort and expenses associated with the convening of separate general meeting to seek shareholders’ approval as and when potential Recurrent Related Party Transactions arise.

Further information on this resolution is set out in the circular to shareholders dated 7 March 2011, despatched together with this Annual Report.

Notice of the 18th



Corporate

Information

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Board Of Directors : Dato’ Sri Md Kamal bin Bilal ~ Chairman (Independent Non-Executive Director )

Tan Sri Dato’ Sri Tang Yeam Soon(Managing Director)

Dato’ Dr. Haji Kardin bin Haji Shukor (Independent Non-Executive Director)

Dato’ Haji Mohd Yusoff bin Haji Amin (Independent Non-Executive Director)

Puan Sri Datin Sri Khor Guik Lee(Executive Director)

Kam Teh Chung (Executive Director)

Chang Yen Huei(Executive Director)

Yeoh Chong Keng (Independent Non-Executive Director)

Lim Gin Chuan (Independent Non-Executive Director)

Audit Committee : Dato’ Dr. Haji Kardin bin Haji Shukor ~ Chairman(Independent Non-Executive Director)

Dato’ Haji Mohd Yusoff bin Haji Amin(Independent Non-Executive Director) Yeoh Chong Keng (Independent Non-Executive Director)


Remuneration Committee : Dato’ Dr. Haji Kardin bin Haji Shukor ~ Chairman(Independent Non-Executive Director)

Yeoh Chong Keng(Independent Non-Executive Director)


Nomination Committee : Dato’ Haji Mohd Yusoff bin Haji Amin ~ Chairman(Independent Non-Executive Director)

Yeoh Chong Keng (Independent Non-Executive Director)


Company Secretaries :Ms Lee Wai Ngan (LS 00184)Ms Hwong Pik Hua (MAICSA 7027798)

Registered Office & Registrars : Plaza 138, Suite 18.0318th Floor, 138, Jalan Ampang 50450 Kuala LumpurTel: 603-21615466 Fax: 603-21636968

Principal Place of Business :Lot 328, Jalan 223, Petaling Jaya46100 Selangor Darul EhsanTel: 603-7960 3233Fax: 603-7960 3299Website Address : www.tstore.com.myEmail: [email protected]

Auditors :Grant ThorntonChartered Accountants 51-8-A, Menara BHL BankJalan Sultan Ahmad Shah10050 Pulau Pinang

Principal Bankers :Malayan Banking Berhad (3813-K)EON Bank Berhad (92351-V)Kuwait Finance House (Malaysia) Bhd (672174-T)Al-Rajhi Banking & Investment Corporation (Malaysia) Bhd (719057-X)

Place of incorporation & domicile : Malaysia

Stock Exchange Listing :Listed on the Main Market of Bursa Malaysia Securities Berhad since 3 March 1994Sector : TradingStock Name & Code : TSTORE and 5711

02263 2.1Corporate Information.indd 14 3/2/11 12:05:34 PM

Corporate

Structure

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The Store Holdings Sdn. Bhd.

The Store ( Kangar ) Sdn. Bhd.

The Store ( Kemaman ) Sdn. Bhd.

The Store ( Malaysia ) Sdn. Bhd.

The Store ( Subang ) Sdn. Bhd.

Taiping Supermarket Holdings Sdn. Bhd.

The Store ( Terengganu ) Sdn. Bhd.

The Store ( Kelantan ) Sdn. Bhd.

Gold Shopping Centre HoldingsSdn. Bhd.

The Store ( NS ) Sdn. Bhd.

The Store ( Bukit Pasir ) Sdn. Bhd.

The Store ( Port Dickson ) Sdn. Bhd.

Summit Superstore Holdings Sdn. Bhd.

TS Retail Systems Sdn. Bhd.

The Store ( Mentakab ) Sdn. Bhd.

The Store ( Muar ) Sdn. Bhd.

The Store ( Seremban ) Sdn. Bhd.

TS Universal Trading Sdn. Bhd.

Pacific Hypermarket Group Sdn. Bhd.

The Store ( Bentong ) Sdn. Bhd.

The Store ( Darul Naim ) Sdn. Bhd.

Milimewa Superstore Sdn. Bhd.

Delsinar Sdn. Bhd.

Nilai Hikmat Sdn. Bhd.

Tanjung Segi Sdn. Bhd.

Formyarn Sdn. Bhd.

The Store ( Johore Bahru ) Sdn. Bhd.

Murai Perdana Sdn. Bhd.

The Store ( Malacca ) Sdn. Bhd.

The Store ( Batu Pahat ) Sdn. Bhd.

Taiping Corporation Sdn. Bhd.

The Store ( Taiping ) Sdn. Bhd.

The Store ( Pusat K.T ) Sdn. Bhd.

The Store ( Sungai Petani ) Sdn. Bhd.

The Store ( Taman Kok Lian ) Sdn. Bhd.

TS Universal Brands Sdn. Bhd.

Arglye Sdn. Bhd.

The Store ( Summit Parade ) Sdn. Bhd.

The Store ( Kuantan Parade ) Sdn. Bhd.

The Store Properties Sdn. Bhd.

The Store Card Sdn. Bhd.

The Store ( Kluang ) Sdn. Bhd.

Pacific Hypermarket & Departmental Store Sdn. Bhd.

Bigever Properties Sdn. Bhd.

Pacific Hypermarket Properties Sdn. Bhd.

Pacific Bowling Sdn. Bhd.

Pacific Departmental Store Sdn. Bhd.

Larut Matang Supermarket HoldingsBerhad

The Store ( Johor Jaya ) Sdn. Bhd.

Cotler Sdn. Bhd.

The Store ( Taiping Jaya ) Sdn. Bhd.

The Store ( Tampin ) Sdn. Bhd.

The Store ( Kota Bharu ) Sdn. Bhd.

Universal Retail Academy Sdn. Bhd.(Formely known as The Store ( Shah Alam ) Sdn. Bhd.)

The Store (Kampar Road) Sdn. Bhd.

Visual Utama Sdn. Bhd.

Yangtze Corporation Sdn. Bhd.

The Store ( Klang ) Sdn. Bhd.

The Store ( Taman Tun Aminah ) Sdn. Bhd.

The Store ( Central Square ) Sdn. Bhd.

Pacific Hypermarket ( Prai ) Sdn. Bhd.

Pacific Department Store ( Prai ) Sdn. Bhd.

Berkat Apparel Sdn. Bhd.

Berkat Garments Sdn. Bhd.

Berkat Marketing Sdn. Bhd.

Berkat Merchandising & Services Sdn. Bhd.

Berkat Supermarket Sdn. Bhd.

Dindings Supermarket Sdn. Bhd.

Fajar Merchandising & Services Sdn. Bhd.

Fajar Retail Enterprise Sdn. Bhd.

Fajar Supermarket (Butterworth) Sdn. Bhd.

Fajar Supermarket ( Melaka ) Sdn. Bhd.

Fajar Supermarket ( Upper Perak ) Sdn. Bhd.

Fajar Supermarket Sdn. Bhd. Bintang Aspek (M) Sdn. Bhd.

Koaling Development Sdn. Bhd.

Kuala Kangsar Supermarket Sdn. Bhd.

Larut Matang Supermarket ( Taiping) Sdn. Bhd.

Sungei Perak Supermarket Sdn. Bhd.

Fajar Departmental Store & Supermarket ( Sg. Besar ) Sdn. Bhd.

Sungai Besar Supermarket Sdn. Bhd.

THE STORE CORPORATIONBERHAD

100%

100%

100%

100%

100%

100%

100%

100%

100%

30%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

70%

67%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

92.1%

100%

100%

100%

100%

100%

100%

94.98% (Effective Interest)

100%

100%

100%

TS Universal International Co. Ltd100%

Jurus Kota Sdn. Bhd.100%

Universal Retail Group Ltd100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100% 100%

100%

100%

100%

100%

100%99.99%

0.001%

30%

29.63%

15.63%

54.74%

70%

TS Universal Retail Ltd100%

Universal Retail Holdings Limited100%

Universal Retail ( Jiaxing ) Limited100%

Shanghai Universal Retail Limited100%

Universal Retail Limited100%

02263 2.2Corporate Structure.indd 15 3/2/11 12:08:31 PM

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Statement of

Corporate GovernanceThe Board is pleased to report to the shareholders on the manner The Store Corporation Bhd has strengthened its application of the principles of the Corporate Governance and adoption of the Corporate Governance best practice laid down in Malaysia Code on Corporate Governance (“the Code”).

The Board in recognising this is committed to uphold its application and practice in all aspect of its dealings for which directors are accountable to shareholders.

A. THE BOARD OF DIRECTORS

(i) Board Composition & Balance The Company’s Articles of Association currently provides for a board comprising a maximum of eleven directors. The Board currently has nine members comprising 4 executive directors and 5 Independent non-executive directors. There is no change in the Board members since the last financial year.

The present composition of the Board is in compliance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Malaysia”) whereby at least two directors or one-third of the Board, whichever is the higher number, must be independent directors.

The Board collectively, has wide and varied technical, financial, legal, management and commercial experience and this facilitates Board and Committee deliberations. There is no individual or group of individuals who dominates the Board’s decision-making.

The Board continually evaluates its requirements as to the appropriate mix of skills and experience required to ensure that its competition remains optimal for the effective discharge of its responsibilities. A brief profile of each director is presented from pages 18 to 20.

(ii) Responsibilities

The Board has overall responsibility for the proper conduct of the Group’s business and provides entrepreneurial leadership to ensure the Group’s objectives and performance targets are met. The Board having statutory and fiduciary duties, is further tasked to review and evaluate strategic performance and resources for the Group against their budgets and targets in light of any changing circumstances, whether economic, social or political. The Board is also responsible for assessing the integrity of financial information and effectiveness of the Group’s internal control system and risk management process.

The roles and responsibilities of the Chairman and Managing Director are distinct and separated. The Chairman is primarily responsible for the conduct of Board meetings and ensure effectiveness of the Board. The Managing Director with the assistance of executive directors is generally responsible for running the business on a day-to-day basis thus, ensuring a balance of power and authority so as to provide a safeguard against the exercise of unfettered powers in decision making.

The presence of Independent Non-Executive Directors is essential as they provide unbiased and independent view, advices and judgments as well as safeguard the interest of other parties such as minority shareholders and stakeholders. The Board does not consider it necessary to nominate a recognized Senior Independent Non-Executive Director to the Board to whom any concerns may be conveyed, in view of the present independent element of the Board composition and the separation of the roles of the Chairman and Managing Director.

02263 3.Statement Of Corporate Governance.indd 21 3/2/11 10:20:17 PM

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Statement of

Corporate Governance (cont’d)

(iii) Board Meeting

The Board also noted the decisions and salient issues deliberated by the Audit Committee and other committees briefed by them at the meetings. In the intervals between the scheduled Board meetings, any matters requiring Board decisions and Board approvals are obtained through circular resolutions.

During the financial year, the Board held 4 meetings. The following are the details of the attendance of each director during the financial year ended 30 September 2010:

Name of Directors Number of Board meetings attended 1. Dato’ Sri Md Kamal bin Bilal 4/42. Tan Sri Dato’ Sri Tang Yeam Soon 4/43. Dato’ Dr. Haji Kardin bin Haji Shukor 4/44. Dato’ Haji Mohd Yusoff bin Haji Amin 4/45. Puan Sri Datin Sri Khor Guik Lee 4/46. Kam Teh Chung 4/47. Chang Yen Huei 4/48. Yeoh Chong Keng 3/49. Lim Gin Chuan 4/4

(iv) Supply of Information

All the directors are entitled to request for additional clarification and information to assist them in matters that require their decision. Adequate reports with regards to information on Group performance and major operational financial and corporate issue are disseminated in advance to facilitate informed decision-making process. Minutes are prepared on all Board proceedings and will be signed by the Chairman of the meetings in accordance with the provision of Section 156 of the Companies Act, 1965.

The Board has the services of two Company Secretaries who are responsible for ensuring that all Board procedures are followed and that applicable laws and regulations are complied with. The Company Secretaries also act as the secretaries for all the Board Committees.

(v) Re-election of Directors

The Company’s Articles of Association provides for the following in respect of the re-election of directors:

a) any directors who are appointed during the year will be subject to retirement and re-election by shareholders at the next Annual General Meeting following their appointment; and

b) one-third (1/3) of the remaining directors, including the Managing Director, or if their number is not three or a multiple of three, then the number nearest to 1/3, shall retire from office and be eligible for re-election at each Annual General Meeting; provided always;

c) all the directors, including the Managing Director, shall retire from office once at least in every three (3) years but shall be eligible for re-election.

Pursuant to Section 129(6) of the Companies Act, 1965, directors who are over seventy (70) years of age shall retire at every Annual General Meeting and may offer themselves for re-appointment to hold office until the next Annual General Meeting.

There is no maximum tenure fixed by the Board of Directors as the Board is of the view that there are significant advantage to be gained from the long serving directors who possess tremendous insight and knowledge of the Group’s affairs and operations.


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Statement of


(vi) Directors’ Continuing Development

In compliance with the Main Market Listing Requirements, all the directors had attended the Mandatory Accreditation Programme and Continuing Education Programme. The Board is mindful that they should continually attend education programmes and seminars to keep abreast with current developments within the industry as well as new regulations and statutory requirements affecting the Groups’ operations.

During the financial year ended 30 September 2010, the directors of the Company attended various forums, workshops and seminars which cover the following topics:

1. Power Club Seminar 2. Malaysia-International Chinese Business Forum 3. Capital Market Forum 2010 – “Opportunities & Challenges for Qualified Domestic Institutional Investors in Malaysia” 4. 2nd Mazars Tax Seminar on the 2011 Malaysia Budget Proposals.

In addition to this, all the executive directors and managers from the Group attended a one full day session on the overview and update on business operation of the Group during the financial year under review.

(vii) Board Committees

The Board has delegated certain responsibilities to its committees which operate within clearly defined terms of reference. The chairman of the respective committees will report to the Board the outcome of the committees’ meetings and such reports are incorporated in the minutes of the Board meetings. The various board committees are as below:

a) Audit Committee

The composition and terms of reference of this committee together with its reports are presented on page 27 of this Annual Report.

b) Remuneration Committee

The Remuneration Committee comprises three independent non-executive directors. The membership of the committee has not changed since the last report. The Board considers that the membership of the committee is in compliance with the Code’s recommendation.

The Remuneration Committee is tasked with developing the remuneration packages and benefits of the Executive Directors and making the necessary recommendations to the Board for approval. Non-Executive Directors’ remunerations are determined by the full Board. Directors do not participate in decisions on their own remuneration packages. Directors’ fees are approved by the shareholders at the Annual General Meeting. The committee meets when necessary.

c) Nomination Committee

The Nomination Committee comprises three independent non-executive directors. The membership of the committee has not changed since the last report. The Board considers that the committee is in compliance with the Code’s recommendation.

The Nomination Committee is responsible for nominating new candidates to the Board and to ensure the appropriate Board balance and size as well as to review the required mix of skills, experience and other competencies and recommend to the Board accordingly. The Board will implement the process, which is to be carried out by the Nomination Committee, for assessing the effectiveness of the individual directors and the Board as a whole.

The Company Secretary is responsible for ensuring that appointments are properly made and all necessary information is obtained from the directors in compliance with the requirements of the Companies Act, 1965, Listing Requirements of Bursa Malaysia, Securities Industry Act, 1983 and other regulatory requirements. No nominations were received during the year.


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Statement of


B. DIRECTORS’ REMUNERATION The Company’s Remuneration scheme for Executive Directors is linked to performance, seniority, experience and scope of responsibility and is reviewed periodically having regard to market/industry standards. For Non-Executive Directors, the level of remuneration reflects the level of responsibilities, expertise, experience and duties undertaken by them. In addition, the Board also takes into consideration any relevant information provided by independent consultant or from survey data.

The remuneration for all the directors are based on a standard fixed fee, except for the Chairman who is paid a higher fee in recognition of his additional responsibilities. The directors are also reimbursed reasonable expenses incurred by them in the course of carrying out their duties on behalf of the Company.

The Remuneration Committee recommends to the Board the director’s fee for each director of the Company which is subject to the approval of the shareholders. The members of the Audit Committee are paid fixed fees.

The details of the remuneration of the directors of the Company comprising remuneration received/receivable from the Company and subsidiary companies during the financial year under review are set out in the table below.

The aggregate remuneration of directors categorized into appropriate components are as follows:-

Executive Non-Executive Total (RM) (RM) (RM) Fees 516,000 120,000 636,000 Salaries 2,700,000 - 2,700,000 Allowance & other emoluments 225,000 140,000 365,000 3,441,000 260,000 3,701,000

The number of directors whose remuneration falls into the following bands are:- Range of Remuneration Executive Non-Executive Director Director Total Below RM50,000 - 4 4 RM 50,000 – RM 100,000 - 1 1 RM 300,000 – RM 350,000 1 - 1 RM 400,000 – RM 450,000 1 - 1 RM 650,000 – RM 700,000 1 - 1 RM 2,000,000 – RM2,050,000 1 - 1

The Code has prescribed for individual disclosure of directors’ remuneration package. However, the Board is of the view that transparency of accountability aspect of the Corporate Governance in respect of the directors’ remuneration are appropriately and adequately addressed by the band disclosure method adopted by the Board.

C. SHAREHOLDERS AND INVESTORS RELATIONSHIP

The Company places utmost importance on timely and accurate dissemination of information to investors and shareholders as recommended practice under the Code. Nevertheless, whilst the Company endeavors to provide as much information as possible to its shareholders and stakeholders, it is mindful of the legal and regulatory framework governing the release of material and price-sensitive information.

The Company’s website at www.tstore.com.my also serves as a forum to enable the public and shareholders to access corporate information on the promotions, performance and activities undertaken as well as achievements of the Group. Bursa Malaysia also provides for the Company to electronically publish all its announcements, including its quarterly results and annual reports via same link. These can be accessed online through Bursa Malaysia’s internet website at http://www.bursamalaysia.com.

The Company has the annual general meeting and extraordinary general meeting as means of communication for shareholders and investors to seek clarifications on the operations, financial performance and major developments of the Group. Shareholders are welcome to raise queries by contacting the Company at any time throughout the year in addition to the meetings. At all times, investors and shareholders may contact the Company Secretaries for information on the Company.


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Statement of

Corporate Governance (cont’d) During shareholders’ meetings, the Chairman will undertake to provide written answers to significant questions that cannot be readily answered at the meetings. Shareholders’ suggestions received during the meetings are reviewed and considered for implementation, whenever possible. The management and the external auditors are also present at the meetings to provide their professional and independent clarification on issues and concerns raised by the shareholders. The outcome of all resolutions proposed at the meetings are announced to Bursa Malaysia on the same day to enable the public to know the outcome.

The Board has ensured that each item of special business included in the notice of the Annual/Extraordinary General Meeting are accompanied by a full explanation of the effects of the proposed resolution.

D. ACCOUNTABILITY AND AUDIT (i) Financial Reporting The Board is responsible to ensure that the annual financial statements of the Company and the Group are drawn up in accordance with the requirements of the applicable approved accounting standards in Malaysia and the provisions of the Companies Act, 1965. The audit committee assists the Board by reviewing the information to be disclosed before recommending to the Board for approval. The Directors’ Responsibility Statement explaining the responsibility of the Board for preparing the annual audited financial statements of the Company and the Group for the financial year ended 30 September 2010 is presented on page 32.

During the year under review, the Board has ensured quality financial reporting to its shareholders, investors and regulatory authorities in order to present a balanced, clear comprehensive assessment of the Company’s and Group’s performance and prospects. As part of the Company’s continuing disclosure obligation under the Listing Requirements, the Board ensures that timely, accurate and up-to-date financial information relating to the Company’s and Group’s quarterly financial results are announced to Bursa Malaysia.

(ii) Relationship with the Auditors

The Company establishes a formal and transparent relationship with the external auditors in seeking their professional advice and ensuring compliance with relevant accounting standards. The external auditors attended all scheduled meetings of the Audit Committee during the period.

The role of the Audit Committee in relation to the external auditors is elaborated in the Audit Committee Report on pages 27 to 29.

(iii) Internal Control

The Statement on Internal Control for the Group is presented on pages to 30.

(iv) Statement of Directors’ Responsibility

The Board of directors is required under Paragraph 15.26 (a) of the Main Market Listing Requirements of Bursa Malaysia to issue a statement explaining its responsibility for preparing the annual audited financial statements.

The directors are required by the Companies Act, 1965 to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company and the Group as at the financial year end and of the results and cash flows for that year.

The directors consider that, in preparing the financial statements of the Company and the Group for the financial year ended 30 September 2010, the Company and the Group have used appropriate accounting policies, consistently applied and supported by reasonable and prudent judgments and estimates. The directors also consider that all applicable approved accounting standards in Malaysia have been followed and confirmed that the financial statements have been prepared on a going concern basis.

The directors are responsible for ensuring that the Company and the Group keep accounting records which disclose with reasonable accuracy at any time the financial positions of the Company and the Group which enable them to ensure that the financial statements comply with the provisions of the Companies Act, 1965, where appropriate.

The directors are also responsible for taking such steps that are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.


26


Statement of


E. COMPLIANCE WITH THE CODE

The Company has complied with the Code on Corporate Governance and observed its best practices through out the year.

This statement is made in accordance with a resolution of the Board of Directors passed on 28 January 2011.

ADDITIONAL COMPLIANCE INFORMATION:-

1. UTILISATION OF PROCEEDS RAISED FROM CORPORATE PROPOSALS

There were no proceeds raised from any corporate proposal for the financial year under review.

2. SHARE BUYBACK

The Company had obtained its shareholders’ approval at the Company’s Annual General Meeting held on 26 March 2010 in respect of the share buy-back of up to 10% of the issued and paid up share capital of the Company.

The Company is seeking the renewal of the shareholders’ mandate on the share buy-back proposal at the forthcoming Annual General Meeting.

There were no shares buy-back transactions or resale of treasury shares undertaken by the Company during the financial year under review.

3. NON-AUDIT FEES

There were no non-audit fees paid and payable to the external auditors or its affiliates by the Company and its subsidiaries for the financial year.

4. VARIATION IN RESULTS

There was no material variance between the financial results for the financial year ended 30 September 2010 and unaudited results previously announced by the Company.

5. MATERIAL CONTRACTS

During the year under review, there were no material contracts entered into by the Company and its subsidiaries which involved Directors’ or major shareholders’ interests.

6. REVALUATION OF LANDED PROPERTIES

The Group will revalue its freehold land and buildings at least once in every 5 years. However, fair value accounting is applied for certain properties classified under the Group’s investment properties.

7. RECURRENT RELATED PARTY TRANSACTIONS In compliance with the requirements of Paragraph 10.09 of the Main Market Listing Requirements of Bursa Malaysia, at the forthcoming Annual General Meeting, the Company intends to seek a renewal of the shareholders’ mandate for the Company and its wholly-owned subsidiaries, Pacific Hypermarket & Departmental Store Sdn Bhd and Pacific Bowling Sdn Bhd to enter into Recurrent Related Party Transactions of a revenue nature with specified classes of Related Parties as specified in Section 3.2 of the Circular to shareholders dated 7 March 2011 which are necessary for the day to day operations and/or in the ordinary course of business of the Company and its subsidiaries.


27


Audit

Committee ReportThe Board of Directors of The Store Corporation Bhd is pleased to present the report of the Audit Committee for the financial year ended 30 September 2010.

The members as at the date of this report and their attendance at Committee meetings held during the financial year under review are as follows:

Audit Committee Designation Number of meetings attended Dato’ Dr. Haji Kardin bin Haji Shukor Chairman 4/4(Independent Non-Executive Director)

Dato’ Haji Mohd Yusoff bin Haji Amin Member 4/4(Independent Non-Executive Director)

Yeoh Chong Keng Member 3/4(Independent Non-Executive Director)

Lim Gin Chuan Member 4/4(Independent Non-Executive Director)

A. TERMS OF REFERENCE

The terms of reference of Audit Committee incorporating the requirements of the Main Market Listing Requirements of the Bursa Malaysia have been reviewed and adopted by the Audit Committee on 23 January 2010 and the Board of Directors approved it on the same day.

The term of office of the Audit Committee and the terms of reference shall be reviewed by the Board not less than once in every three years.

i) Membership a) The Audit Committee shall be appointed by the Board from among its members.

b) The Committee shall consist of not less than three members, all of whom must be non-executive directors with a majority of them being Independent Directors.

The word “Independent” shall be the same as defined in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

c) An alternate director shall not be appointed as a member of the Committee.

d) At least one member must be a member of the Malaysian Institute of Accountants; or fulfills such other requirements as prescribed or approved by Bursa Malaysia.

e) The members of the Committee shall select a chairman from among their number and be appointed by the Board from the Independent Non-Executive Directors.

f) If a member of the Committee resigns, dies or for any other reason ceases to be a member with the result that the number of members is reduced to below three, the Board shall, within three months of the event, appoint such number of new members as may be required to make up the minimum number of three members.

ii) Authority

a) The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee.

b) The Committee is authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.

02263 4.Audit Committee Report.indd 27 3/2/11 12:24:32 PM

28


Audit

Committee Report (cont’d) c) The Committee shall have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity, if any.

d) The Committee shall promptly report to Bursa Malaysia of any matter reported by the Audit Committee to the Board of Directors of the Company which has not been satisfactorily resolved resulting in a breach of the Listing Requirements of Bursa Malaysia Securities Berhad.

iii) Functions

The functions of the Committee shall be:

a) To review and report to the Board : - with the external auditors, the audit plan; - with the external auditors, the evaluation of the system of internal accounting controls; - with the external auditors, the audit report; - the assistance given by the Company’s officers to the external auditors; - the quarterly results and year end financial statements of the Company and Group and thereafter to submit them to the Board of Directors of the Company, particularly on * any change in or implementation of major accounting policies and practices; * significant and/or unusual events; * the going concern assumption; and * compliance with accounting standards and other legal requirements ; - any related party transactions and conflict of interest situation that may arise within the Company or Group including any transaction, procedures or course of conduct that raises questions of management integrity;

b) To do the following for internal audit:- review the adequacy of the scope, functions, competency and resources of the internal audit function, and that it has the necessary authority to carry out its work;- review the internal audit programme, processes and results of the internal audit process, programme or investigation undertaken and where necessary ensure that appropriate action is taken on the recommendations of the internal audit function.

c) To consider the appointment, remuneration, resignation and dismissal of external auditors; and such other functions as may be defined by the Board of Directors.

d) To review the internal audit plan, consider significant findings and management’s response and report to the Board together with such other functions as may be agreed to by the Committee and the Board.

e) Verify the criteria for allocation of options pursuant to a share scheme for employee.

iv) Meetings

a) The Managing Director, the Executive Directors, any other Board Members, General Managers or any other senior executives as may be requested by the Committee and a representative of the external auditors shall normally attend meetings. However, the Committee shall meet with the external auditors at least once a year.

b) Any two members of the Committee present at the meeting shall constitute a quorum which must be made up of the Independent Directors.

c) The Company Secretary shall be Secretary of the Committee.

d) Meetings shall be held not less than two times a year.

e) The agenda will be prepared by the Company Secretary and circulated to the Committee prior to each meeting.

The Company Secretary shall be responsible for keeping minutes of meetings of the Committee and circulating them to all members of the Committee.


29


Audit

Committee Report (cont’d)f) The decision of the Audit Committee shall be by majority of votes and the determination by a majority of the members shall for all purposes be deemed a determination of the Audit Committee. In the case of an equality of votes, the Chairman of the meeting shall have a second or casting vote.

Circular Resolutions signed by all the members shall be valid and effective as if it had been passed at a meeting of the Audit Committee.

g) The minutes of proceedings of the Audit Committee shall be kept by the Company Secretary at the Registered Office of the Company, and shall be opened to the inspection of any member of the Committee or any member of the Board of Directors.

B. ACTIVITIES DURING THE FINANCIAL YEAR END

During the financial year under review, the main activities undertaken by the Committee included the review and deliberation of:

a) Reviewed the annual report and audited financial statement of the Company prior to submission to the Board for their consideration and approval. The review was to ensure that the audited financial statements were drawn up in accordance with the provisions of the Companies Act, 1965 in Malaysia and applicable Financial Reporting Standards.

b) Reviewed the quarterly unaudited financial results and audited financial statements of the Company prior to submission to the Board of Directors for their consideration and approval.

c) Reviewed the related party transactions entered into by the Company and by the Group and the disclosure of such transactions in the annual report and circulars of the Company.

d) Reviewed with external auditors, their audit planning memorandum, audit approach and reporting requirement prior to the commencement of audit for the financial year under review.

C. INTERNAL AUDIT FUNCTION

The Company has an internal audit department whose principal responsibility is to conduct periodic audits on internal control matters to ensure their compliance with systems and standard operating procedures in each branch. The main objective of these audits is to provide a reasonable assurance that they operate satisfactorily and effectively. Investigation has also been conducted with regard to various specific areas of concern and high risk areas.

The total cost incurred for the internal audit function of the Company for the financial year was RM355,685.35.



30


Pursuant to Paragraph 15.26(b) of the Bursa Malaysia Main Market Listing Requirements and as guided by the Statement on Internal Control : Guidance for Directors of Public Listed Companies, the Board of Directors (“the Board) is pleased to provide the following Statement on Internal control, which outlines the nature and scope on internal control of the Group during the financial year under review.

The Board is committed to fulfilling its responsibility to maintain a sound system of internal controls to safeguard shareholders’ investments and the Group’s assets in compliance with the Malaysian Code on Corporate Governance.

The Board’s Responsibility

The Board recognises the importance of good corporate governance and acknowledges its overall responsibility for maintaining a sound system of internal control that covers all aspects of the Group’s business. In recognition of that responsibility, the Board sets policies and seeks regular assurance that the system of internal control is operating effectively. While acknowledging their responsibility for the system of internal control, the Board is aware that a sound system of internal control and risk management can only help to manage rather than to eliminate the risk that may impede the achievement of the Group’s business objectives. Accordingly, such a system can only provide reasonable rather than absolute assurance against material misstatements, losses, fraud or breaches of law or regulations.

Risk Management

The Board and Management are responsible for the on-going identification, evaluation and managing of significant risk faced by the Group. The Group has an embedded process for the identification, evaluation and reporting of the major business risks within the Group. Policies and procedures have been laid down for the regular review and management of these risks. Regular review of the most significant areas of risk are undertaken to ensure that key control objectives remain in place.

Principal Elements Of The Group’s System Of Internal Control

The principal elements of the internal control functions are inculcated within the various procedures. During the financial year under review, the principal elements which formed part of the Group’s system of internal control can be summarised as follows:

Operating structure with clearly defined lines of responsibility and delegated authority The Group has a well-defined organizational structure with clear lines of accountability, with strict authorisation, approval and control procedures which provide a sound framework of authority and accountability within the Group.

Clearly defined authority level Clearly defined financial limits of authority on all financial commitments for each level of management within the Group. Such limits are subject to periodic reviews as to their implementation and continuing suitability.

Written operational policies and procedures Documented internal operating policies and procedures, which are set out in the Group’s Standard Operating Procedures (SOP) are periodically reviewed.The SOP serve as guidelines so as to meet the Group’s objectives. Performance management framework - Comprehensive budgeting and costing process for all operating units is monitored through monthly performances meeting, so that any material variances can be followed up and addressed by management.

- Regular top / senior management meetings were conducted to share information, monitor the progress of various business units, and to deliberate and decide upon operational matters.

- Regular visits to operating business units are carried out by management to ensure all business activities and operational issues as well as any matters identified, are immediately brought to management’s attention for further action to be taken and to gauge the effectiveness of strategies implemented.

Advance IT management technologies Enhanced computerised retail management and operating system for timely monitoring and control of the Group’s business operations.

Corporate values Corporate values, which emphasise ethical behaviour, are clearly set out in the Group’s Code of Business Conduct and Ethics.

Statement Of

Internal Control


31


Internal Audit Function

The internal audit function of the Group is carried out by an adequately resourced internal audit department, which provides the Board with the assurance it requires on the adequacy and effectiveness of the Group’s system of internal controls, procedures and operations. The Group’s internal audit department undertakes the role as the risk facilitator in identifying significant risks impacting the achievement of the Group’s business objectives. Besides, it also undertakes a review of internal controls in all key activities of the Group, assuring its adequacy and integrity. The internal auditors advise management on areas for improvement and subsequently review the extent to which the management’s responses and the remedial actions on all findings and recommendations during its review process, to ensure recommendations are effectively implemented. During the year under review, the internal auditors conducted various audit assignments which includes the review of operational and compliance controls, management efficiency, risk assessment and reliability of financial records.

Conclusion

The Board is satisfied that, during the year under review, the system of internal control being instituted throughout the Group is sound and effective. The Board remains committed towards operating a sound system of internal control and therefore recognises that the system must continuously evolve to support the type of business and size of operations of the Group. As such the Board will, when necessary, put in place appropriate action plans to further enhance the Group’s system of internal control.


Statement Of

Internal Control (cont’d)


32


Directors’ Report 33 - 36

Directors’ Statement 37

Statutory Declaration 37

Independent Auditors’ Report To The Members 38 - 39

Balance Sheets 40 - 41

Income Statements 42

Consolidated Statement of Changes in Equity 43

Statement of Changes in Equity 44

Cash Flow Statements 45 - 46

Notes to the Financial Statements 47 - 85

Reports AndFinancial Statements

For The Year Ended 30 September 2010

02263 5.Report And Financial Statement.indd 32 3/2/11 12:28:32 PM

33


Directors’ReportsFor The Year Ended 30 September 2010

The directors have pleasure in submitting their report and the audited financial statements of the Group and of the Company for the financial year ended 30 September 2010.

PRINCIPAL ACTIVITIES

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

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

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

RESULTS

GROUP COMPANY

RM’000 RM’000

Profit after taxation for the year 4,045 23,794

Attributable to :

Equity holders of the Company 4,067 23,794

Minority interests (22) -

4,045 23,794

In the opinion of the directors, the results of the operations of the Group and of the Company for the financial year ended 30 September 2010 have not been substantially affected by any item, transaction or event of a material and unusual nature nor has any such item, transaction or event occurred in the interval between the end of that financial year and the date of this report, other than the provision for additional rental payable of RM17,389,316 charged to the income statements for the year under review pursuant to the litigations as set out in Note 31 to the financial statements.

RESERVES AND PROVISIONS

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

DIVIDENDS

Since the end of the previous financial year, the Company has paid a first and final tax exempt dividend of 1% amounting to RM685,036 for the financial year ended 30 September 2009, as proposed in the directors’ report of that year.

At the forthcoming Annual General Meeting, a first and final tax exempt dividend of 1% amounting to RM685,036 for the financial year ended 30 June 2010 will be proposed for the shareholders’ approval.

SHARE CAPITAL AND DEBENTURE

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


34



DIRECTORS

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

Dato’ Sri Md. Kamal bin Bilal

Tan Sri Dato’ Sri Tang Yeam Soon

Kam Teh Chung

Chang Yen Huei

Puan Sri Datin Sri Khor Guik Lee

Dato’ Dr. Hj. Kardin bin Hj. Shukor

Dato’ Haji Mohd Yusoff bin Haji Amin

Yeoh Chong Keng

Lim Gin Chuan

DIRECTORS’ INTERESTS IN SHARES

According to the Register of Directors’ Shareholdings, the interests of directors in office at the end of the financial year in shares of the Company and its related corporations during the financial year are as follows :

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

Balance at 1.10.09 Bought Sold Balance at 30.9.10

The Company Direct Interest :

Tan Sri Dato’ Sri Tang Yeam Soon 3,028,300 - - 3,028,300

Dato’ Dr. Hj. Kardin bin Hj. Shukor 11,000 - - 11,000

Puan Sri Datin Sri Khor Guik Lee 1,366,200 - - 1,366,200

Kam Teh Chung 352,955 - - 352,955

Chang Yen Huei 1,100 - - 1,100

Deemed Interest :

Tan Sri Dato’ Sri Tang Yeam Soon 16,269,030 - - 16,269,030

Puan Sri Datin Sri Khor Guik Lee 17,931,130 - - 17,931,130

Chang Yen Huei 2,640,000 - - 2,640,000

By virtue of their shareholding in the Company, both Tan Sri Dato’ Sri Tang Yeam Soon and Puan Sri Datin Sri Khor Guik Lee are also deemed interested in the shares of all the subsidiaries of the Company, to the extent that the Company has interests.


35



DIRECTORS’ BENEFITS

Since the end of the previous financial year, no director of the Company has received or become entitled to receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by the directors shown in the financial statements) by reason of a contract made by the Company or a related corporation with a director or with a firm of which the director is a member, or with a company in which the director has a substantial financial interest, other than those related party transactions disclosed in the notes to the financial statements.

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

OTHER STATUTORY INFORMATION

Before the financial statements of the Group and of the Company were made out, the directors took reasonable steps :

(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate allowance had been made for doubtful debts, and

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

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

(i) that would render the amount written off for bad debts, or the amount of the allowance for doubtful debts in the Group and in the Company inadequate to any substantial extent, or

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

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

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

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

(i) any charge on the assets of the Group and of the Company that has arisen since the end of the financial year which secures the liabilities of any other persons, or

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

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


36



AUDITORS

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

Signed in accordance with a resolution of the directors :

.................................................................. .................................…................. Tan Sri Dato’ Sri Tang Yeam Soon Chang Yen Huei

Petaling Jaya,

Date : 28 January 2011


37


We, Tan Sri Dato’ Sri Tang Yeam Soon and Chang Yen Huei, being two of the directors of The Store Corporation Berhad state that in the opinion of the directors, the financial statements set out on pages 40 to 85 are properly drawn up in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 30 September 2010 and of their financial performance and cash flows for the financial year then ended.

Signed in accordance with a resolution of the directors :

........................................................... ........................................................... Tan Sri Dato’ Sri Tang Yeam Soon Chang Yen Huei

Date : 28 January 2011

I, Chang Yen Huei, the director primarily responsible for the financial management of The Store Corporation Berhad do solemnly and sincerely declare that the financial statements set out on pages 40 to 85 are to the best of my knowledge and belief, correct and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared by )the abovenamed at Petaling Jaya, this 28th )day of January 2011 )

....................................….................... Chang Yen Huei

Before me,

.................................................................... Commissioner for Oaths

Directors’

Statement

Statutory

Declaration

02263 6.Statement Of By Directors.indd 37 3/2/11 12:30:44 PM

38


Independent Auditors’

Report To The MembersReport on the Financial StatementsWe have audited the financial statements of The Store Corporation Berhad, which comprise the balance sheets as at 30 September 2010 of the Group and of the Company, and their income statements, statements of changes in equity and cash flow statements for the financial year then ended, and a summary of significant accounting policies and other explanatory notes, as enumerated in Note 1 to 33 and set out on pages 40 to 85.

The financial statements for the preceding year were audited by another firm of auditors whose report dated 29 January 2010, expressed an unqualified opinion on those statements.

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

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

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

OpinionIn our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 30 September 2010 and of their financial performance and cash flows for the financial year then ended.

Report on Other Legal and Regulatory RequirementsIn accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following :

(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the 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 accounts 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 accounts of the subsidiaries that have been consolidated with the Company’s financial statements are in form and content appropriate and proper for the purposes of the preparation of the financial statements of the Group and we have received satisfactory information and explanations required by us for those purposes, and

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

02263 7.Auditors Report To Members.indd 38 3/2/11 12:28:48 PM

39


Independent Auditors’

Report To The MembersOther Reporting ResponsibilitiesThe supplementary information set out in Note 34 is disclosed to meet the requirement of Bursa Malaysia Securities Berhad and is not part of the financial statements. The directors are responsible for the preparation of the supplementary information in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants (“MIA Guidance”) and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad.

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

Grant ThorntonNo. AF : 0042

Chartered Accountants

John Lau Tiang Hua, DJNPartner

No. 1107/03/12 (J)Chartered Accountant

Date : 28 January 2011 Penang

02263 7.Auditors Report To Members.indd 39 3/2/11 12:28:48 PM

40


Balance

SheetsAt 30 September 2010

GROUP COMPANY

2010 2009 2010 2009

NOTE RM’000 RM’000 RM’000 RM’000

ASSETS

Non-current assets

Property, plant and equipment 3 509,029 521,211 2,554 2,970

Prepaid lease payments 4 8,436 8,589 4,972 5,091

Investment properties 5 72,188 72,188 - -

Investment in subsidiaries 6 - - 368,600 368,600

Other investments 7 2,339 2,339 - -

Intangible assets 8 8,319 8,319 - -

Deferred tax assets 9 724 573 - -

Amount due from subsidiaries 10 - - - 14,783

601,035 613,219 376,126 391,444

Current assets

Inventories 276,532 266,354 - -

Trade and other receivables 11 64,420 86,831 2,081 65

Amount due from subsidiaries 10 - - 257,180 253,690

Tax recoverable 11,530 9,488 5,796 5,928

Deposits with licensed banks 12 73,528 73,497 - -

Cash and bank balances 13 22,149 27,454 839 1,169

448,159 463,624 265,896 260,852

TOTAL ASSETS 1,049,194 1,076,843 642,022 652,296

EQUITY AND LIABILITIES

Share capital 14 68,504 68,504 68,504 68,504

Share premium 1,018 1,018 1,018 1,018

Asset revaluation reserve 65,799 59,269 - -

Foreign translation reserve 15 262 - - -

Retained profits 16 273,518 269,793 135,509 112,400

Equity attributable to equity holders of the Company 409,101 398,584 205,031 181,922

Minority interests 113 135 - -

Total equity 409,214 398,719 205,031 181,922

The notes set out on pages 47 to 85 form an integral part of these financial statements.

02263 8.Balance Sheets.indd 40 3/2/11 12:28:06 PM

41


Balance

SheetsAt 30 September 2010

GROUP COMPANY

2010 2009 2010 2009

NOTE RM’000 RM’000 RM’000 RM’000

Non-current liabilities

Borrowings 17 165,831 219,627 159,639 218,800

Deferred tax liabilities 18 30,836 31,146 34 94

196,667 250,773 159,673 218,894

Current liabilities

Trade and other payables 19 384,736 395,359 815 606

Amount due to subsidiaries 10 - - 224,603 229,674

Borrowings 17 57,044 26,502 51,900 21,200

Provision for taxation 1,533 5,490 - -

443,313 427,351 277,318 251,480

Total liabilities 639,980 678,124 436,991 470,374

TOTAL EQUITY AND LIABILITIES 1,049,194 1,076,843 642,022 652,296


02263 8.Balance Sheets.indd 41 3/2/11 12:28:06 PM

42


GROUP COMPANY

2010 2009 2010 2009

NOTE RM’000 RM’000 RM’000 RM’000

Revenue 20 1,816,480 1,841,590 33,362 33,155

Cost of sales 21 (1,449,569) (1,459,059) - -

Gross profit 366,911 382,531 33,362 33,155

Other income 41,356 47,390 7,527 8,578

Marketing and selling expenses (258,816) (248,856) - -

Administrative and general expenses (119,343) (149,478) 5,906 (25,831)

Profit from operations 30,108 31,587 46,795 15,902

Finance costs (18,711) (18,172) (17,492) (16,647)

Profit/(Loss) before taxation 22 11,397 13,415 29,303 (745)

Taxation 23 (7,352) (11,471) (5,509) (4,879)

Profit/(Loss) for the year 4,045 1,944 23,794 (5,624)

Attributable to :

Equity holders of the Company 4,067 1,952 23,794 (5,624)

Minority interests (22) (8) - -

4,045 1,944 23,794 (5,624)

Basic earnings per share attributable to equity holders of the Company (sen) : 24 5.94 2.85

Net dividend per ordinary share (sen) : 25 1.00 1.00 1.00 1.00


Income

StatementsFor The Year Ended 30 September 2010

02263 9.Income Statements.indd 42 3/2/11 12:27:36 PM

43


Attributable to Equity Holdersof the Company

Non-distributable Distributable

NOTE

ShareCapitalRM’000

SharePremiumRM’000

AssetRevaluation

ReserveRM’000

ForeignTranslationReserveRM’000

RetainedProfits

RM’000Total

RM’000

MinorityInterestsRM’000

TotalEquity

RM’000

2010

Balance at beginning 68,504 1,018 59,269 - 269,793 398,584 135 398,719

Realisation of revaluation surplus on amortisation of property, plant and equipment - - (343) - 343 - - -

Revaluation surplus on property, plant and equipment - - 6,873 - - 6,873 - 6,873

Foreign exchange differences on translation - - - 262 - 262 - 262

Profit for the year - - - - 4,067 4,067 (22) 4,045

Total recognised income and expense for the year - - 6,530 262 4,410 11,202 (22) 11,180

Dividend 25 - - - - (685) (685) - (685)

Balance at end 68,504 1,018 65,799 262 273,518 409,101 113 409,214

2009

Balance at beginning 68,504 1,018 59,586 - 268,209 397,317 143 397,460

Realisation of revaluation surplus on amortisation of property, plant and equipment - - (317) - 317 - - -

Profit for the year - - - - 1,952 1,952 (8) 1,944

Total recognised income and expense for the year - - (317) - 2,269 1,952 (8) 1,944

Dividend 25 - - - - (685) (685) - (685)

Balance at end 68,504 1,018 59,269 - 269,793 398,584 135 398,719


Consolidated Statement

Of Changes In EquityFor The Year Ended 30 September 2010


44


Non-Distributable Distributable

ShareCapital

SharePremium

RetainedProfits

TotalEquity

NOTE RM’000 RM’000 RM’000 RM’000

2010

Balance at beginning 68,504 1,018 112,400 181,922

Profit for the year - - 23,794 23,794

Dividend 25 - - (685) (685)

Balance at end 68,504 1,018 135,509 205,031

2009

Balance at beginning 68,504 1,018 118,710 188,232

Loss for the year - - (5,624) (5,624)

Dividend 25 - - (686) (686)

Balance at end 68,504 1,018 112,400 181,922


Statement

Of Changes In EquityFor The Year Ended 30 September 2010


45


Cash Flow


GROUP COMPANY

2010 2009 2010 2009

RM’000 RM’000 RM’000 RM’000

CASH FLOWS FROM OPERATING ACTIVITIES

Profit/(Loss) before taxation 11,397 13,415 29,303 (745)

Adjustments for :

Amortisation of prepaid lease payments 153 153 119 119

Allowance for doubtful debts (108) 10,827 (108) 10,824

Bad debts - 1 - -

Depreciation 37,603 42,028 416 417

Discount on acquisition - (4,575) - -

Dividend income (3) - (30,520) (30,300)

Doubtful debts recovered (10,600) - (10,600) -

Gain on disposal of property, plant and equipment (408) (35) - -

Interest income (596) (804) (7,527) (7,853)

Interest expense 18,711 18,166 17,492 16,647

Hire purchase and finance lease term charges - 9 - -

Impairment loss on investment in subsidiaries - - - 5,569

Impairment loss on goodwill - 1,825 - -

Property, plant and equipment written off 345 71 - -

Provision for points redemption 2,023 1,994 - -

Operating profit/(loss) before working capital changes 58,517 83,075 (1,425) (5,322)

Changes in inventories (10,178) 44,587 - -

Changes in receivables 33,119 (14,936) 8,692 80

Changes in payables (12,584) (73,818) 209 (1,361)

Cash from/(used in) operating activities 68,874 38,908 7,476 (6,603)

Dividend received 2 - - -

Interest received 565 804 7,527 7,853

Interest paid (18,711) (18,166) (17,492) (16,647)

Income tax paid (18,021) (14,204) - -

Income tax refund 3,183 778 2,193 -

Net cash from/(used in) operating activities/ Balance carried forward 35,892 8,120 (296) (15,397)


02263 10.Cash Flow Statement.indd 45 3/2/11 12:27:01 PM

46


Cash Flow


GROUP COMPANY

2010 2009 2010 2009

RM’000 RM’000 RM’000 RM’000

Balance brought forward 35,892 8,120 (296) (15,397)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property, plant and equipment (18,592) (30,876) - (25)

Purchase of new subsidiary, net of cash (Note 26) - (91,048) - (91,000)

Proceeds from disposal of property, plant and equipment

993 415 - -

Repayment from/(Advance to) subsidiaries - - 11,293 (69,727)

Dividends received from subsidiaries - - 22,890 22,726

Net cash (used in)/from investing activities (17,599) (121,509) 34,183 (138,026)

CASH FLOWS FROM FINANCING ACTIVITIES

Hire purchase charges paid - (9) - -

Dividend paid (685) (686) (685) (686)

Payment of hire purchase payable (18) (130) - -

Proceeds from term loans 18,139 240,000 12,139 240,000

Repayment of bankers acceptance (191) - - -

Repayment to subsidiaries - - (5,071) (5,040)

Repayment of advances to former holding company of a subsidiary - (40,000) - -

Repayment of commercial paper and medium term notes - (79,890) - (79,890)

Repayment of term loans (41,175) (1,370) (40,600) -

Net cash (used in)/from financing activities (23,930) 117,915 (34,217) 154,384

Effects of changes in exchange rates 691 - - -

NET (DECREASE) / INCREASE IN CASH AND CASH EQUIVALENTS (4,946) 4,526 (330) 961

Effects of changes in exchange rates on cash and cash equivalents (332) - - -

CASH AND CASH EQUIVALENTS AT BEGINNING 99,403 94,877 1,169 208

CASH AND CASH EQUIVALENTS AT END 94,125 99,403 839 1,169

Represented by :

Deposits with licensed banks 72,000 72,000 - -

Cash and bank balances 22,149 27,454 839 1,169

Bank overdraft (24) (51) - -

94,125 99,403 839 1,169


02263 10.Cash Flow Statement.indd 46 3/2/11 12:27:01 PM

47


Notes To The

Financial StatementsFor The Year Ended 30 September 2010

1. CORPORATE INFORMATION

GENERAL

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

The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the directors on 28 January 2011.

PRINCIPAL ACTIVITIES

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

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

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

2. SIGNIFICANT ACCOUNTING POLICIES

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

2.1 Basis of Preparation

The financial statements of the Group and of the Company are prepared under the historical cost convention unless otherwise indicated in the accounting policies below and in accordance with applicable Financial Reporting Standards (“FRSs”) and the Companies Act, 1965 in Malaysia. At the beginning of the financial year, the Group and the Company had adopted new/revised FRSs for financial periods beginning on or after 1 July 2009 as described fully in Note 2.24 (i).

The financial statements are presented in Ringgit Malaysia (“RM”), which is also the Company’s functional currency. Unless otherwise indicated, the amounts in these financial statements have been rounded to the nearest thousand.

2.2 Significant Accounting Estimates and Judgements

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.

Critical judgement

Critical judgement made by management in the process of applying accounting policies that have a significant effect on the amount recognised in the financial statements is in respect of classification between investment properties and property, plant and equipment.

The Group determines whether a property qualifies as an investment property, and has developed certain criteria based on FRS 140 Investment Property in making that judgement. In making this judgement, the Group considers whether a property generates cash flows largely independently of other assets, held by the Group. Owner-occupied properties generate cash flows that are attributable not only to the properties, but also to other assets used in the production or supply process.

02263 11.Auditors Report To Members part 1.indd 47 3/2/11 12:25:12 PM

48


Notes To The


Some properties comprise a portion that is held to earn rental or for capital appreciation and another portion that is held for use in the production or supply of goods and services or for administrative purposes. If these portions could be sold separately (or leased out separately under a finance lease), the Group accounts for the portions separately.

If the portions could not be sold separately, the property is accounted for as an investment property only if an insignificant portion is held for use in the production or supply of goods and services or for administrative purposes.

Judgement is also made on an individual property basis to determine whether ancillary services are so significant that a property does not qualify as investment property.

Estimation uncertainty

Estimation uncertainty in applying accounting policies that have a significant effect on the amount recognised in the financial statements are described in the following notes :

(i) Fair values of investment properties

The fair values of the investment properties are determined by the directors based on various studies conducted which reasonably reflect market conditions of similar properties at the balance sheet date.

(ii) Recoverability of receivables

The collectability of receivables is assessed on an ongoing basis. An allowance for doubtful debt is made for any account considered to be doubtful for collection. The allowance for doubtful debts is made based on a review of all outstanding accounts at the balance sheet date. A considerable amount of judgement is required in assessing the ultimate realisation of these receivables, including the creditworthiness and the past collection history of each customer.

(iii) Impairment of goodwill

The Group determines whether goodwill is impaired at least once a year or more frequently if events or changes in circumstances indicate that the goodwill may be impaired. This requires an estimation of the value in use of the cash-generating units to which the goodwill is allocated.

Estimating value in use requires management to make an estimate of the expected future cash flows from the cash-generating unit and also to choose a suitable discount rate in order to calculate the present value of those cash flows.

(iv) Impairment of investment in subsidiaries

Investment in subsidiaries are assessed at each balance sheet date to determine whether there is any indication of impairment. If such an indication exists, an estimation of the investment’s recoverable amount is required.

Estimating the recoverable amount requires management to make an estimate of the expected future cash flows from the subsidiaries and also choose a suitable discount rate in order to calculate the present value of those cash flows.

2.3 Subsidiaries and Basis of Consolidation

Subsidiaries

Subsidiaries are those companies in which the Group has a long term equity interest and where it has power to exercise control over the financial and operating policies so as to obtain benefits therefrom.

Investment in subsidiaries which is eliminated on consolidation is stated at cost less accumulated impairment losses in the Company’s separate financial statements.

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


49


Notes To The


Basis of Consolidation

The consolidated financial statements of the Group include the audited financial statements of the Company and all its subsidiaries made up to the end of the financial year. Subsidiaries are consolidated using the purchase method of accounting.

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

Any excess of the cost of the acquisition over the Group’s interest in the net fair value of the acquirees’ identifiable assets, liabilities and contingent liabilities represents goodwill and is retained in the balance sheet. Goodwill is reviewed for impairment, annually or more frequently if events or changes in circumstances indicate that the carrying values may be impaired.

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

Inter-company balances, transactions and resulting unrealised gains are eliminated on consolidation and the consolidated financial statements reflect external transactions only. Unrealised losses are eliminated on consolidation unless costs cannot be recovered. Where necessary, adjustments are made to the financial statements of the subsidiaries to ensure consistency of accounting policies with those of the Group.

Minority interests represent the portion of profit or loss and net assets of subsidiaries not held by the Group. They are presented in the consolidated balance sheet within equity, separately from the parent shareholder’s equity and are separately disclosed in the consolidated income statement for the profit or loss attributable to the minority interests.

2.4 Goodwill

Goodwill acquired in a business combination is initially measured at cost being the excess of the cost of business combination over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities. Following the initial recognition, goodwill is measured at cost less accumulated impairment losses. Goodwill is not amortised but instead, it is reviewed for impairment, annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

2.5 Property, Plant and Equipment

All items of property, plant and equipment are initially recorded at cost. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance costs are charged to the income statement during the financial year in which they are incurred.

Subsequent to initial recognition, property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses, except for freehold land and certain buildings which are stated at valuation carried out in 2007, less accumulated depreciation and any accumulated impairment losses.

The Group will revalue its freehold land and buildings at least once in every 5 years. Surplus arising from revaluation is dealt with through the asset revaluation reserve account. Any deficit arising is set off against the asset revaluation reserve to the extent of a previous increase for the same property. In all cases, a decrease in carrying amount will be charged to the income statement.


50


Notes To The


Property, plant and equipment are depreciated on the straight line method to write off the cost of each asset to its residual value over its estimated useful life at the following annual rates :

Buildings 2% - 10% Machinery and equipment 8% - 10% Furniture, fixtures and fittings 5% - 20% Motor vehicles 20% Renovations 5% - 20%

Freehold land is not amortised as it has an infinite life.

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

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

Upon the disposal of an item of property, plant and equipment, the difference between the net disposal proceeds and its carrying amount is recognised in the income statement and the attributable portion of the revaluation surplus is taken directly to retained profits.

2.6 Investment Properties

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

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

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

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

2.7 Leases

A lease is an agreement whereby the lessor conveys to the lessee in return for a payment or series of payments for the right to use an asset for an agreed period of time.

(i) Finance lease

A finance lease is a lease that transfers substantially all the risks and rewards incidental to ownership of an asset. Title may or may not eventually be transferred. Property, plant and equipment acquired by way of finance leases are stated at amounts equal to the lower of their fair values and the present value of minimum lease payments at the inception of the leases, less accumulated depreciation and any impairment losses.

In calculating the present value of the minimum lease payments, the discount rate is the interest rate implicit in the lease, if this is determinable; if not, the Group’s incremental borrowing rate is used.


51


Notes To The


(ii) Operating Leases

An operating lease is a lease other than a finance lease.

Operating lease income or operating lease rentals are credited or charged to the income statement on a straight line basis over the period of the lease.

2.8 Prepaid Lease Payments

Leasehold land that has an indefinite economic life and title that is not expected to pass to the Group by the end of the lease term is classified as operating lease. The up-front payments for right to use the leasehold land over a predetermined period are accounted for as prepaid lease payments and are stated at cost less amounts amortised.

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

2.9 Other Investments

Long term investments are stated at cost less any diminution in value. An allowance for diminution in value is made if the directors are of the opinion that there is a decline in the value of such investments which is other than temporary. The diminution in value is charged to the income statement.

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

2.10 Inventories

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

Cost is determined on the first-in, first-out basis and represents the invoiced value of goods purchased.

Net realisable value represents the estimated selling price in the ordinary course of business less the estimated costs necessary to make the sale.

2.11 Receivables

Receivables are stated at their anticipated realisable values.

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

2.12 Payables

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

2.13 Provisions

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

The provision for points redemption is made for estimated liability on customer loyalty schemes and is estimated based on customer service history.


52


Notes To The


2.14 Impairment of Non-Financial Assets

The carrying amounts of non-financial assets are reviewed at each balance sheet date to determine whether there is any indication of impairment. If such an indication exists, the asset’s recoverable amount is estimated. For goodwill that has an indefinite useful life, the recoverable amount is estimated at each balance sheet date or more frequently when indicators of impairment are identified.

An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. A cash-generating unit is the smallest identifiable asset group that generates cash flows that largely are independent from other assets and groups. Impairment losses are charged to the income statement. Impairment losses recognised in respect of cash generating units are allocated to first 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 or groups of units on a pro rata basis.

The recoverable amount of an asset or cash-generating unit is the higher 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 to the time value of money and the risks specific to the asset.

Impairment losses in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at each balance sheet 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. Reversals of impairment losses are credited to the income statement in the year in which the reversals are recognised

Any subsequent increase in recoverable amount of an asset is recognised as reversal of previous impairment loss and should not exceed the carrying amount that would have been determined (net of amortisation or depreciation, if applicable) had no impairment loss been previously recognised for the asset.

2.15 Revenue Recognition

Revenue is recognised when it is probable that the economic benefits will flow to the Group and the Company and when the revenue can be measured reliably, on the following bases :

(i) Sale of goods

Revenue from sale of goods is measured at the fair value of the consideration received or receivable, net of returns and discounts and is recognised in the income statement when significant risks and rewards of ownership have been transferred to the customers.

(ii) Rental income

Rental income is recognised on a time proportion basis over the lease term.

(iii) Concessionary commission

Concessionary commission is recognised on an accrual basis upon sale of concessionary goods.

(iv) Dividend income

Dividend income is recognised in the income statement when the Group’s right to receive payment is established.

(v) Management fee

Management fee is recognised on an accrual basis when services are rendered.

(vi) Interest income

Interest income is recognised on a time proportion basis using the applicable effective interest rate.


53


Notes To The


2.16 Employee Benefits

Short term benefits

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

Defined contribution plans

As required by law, companies in Malaysia make contributions to the state pension scheme, the Employees Provident Fund (“EPF”). Such contributions are recognised as an expense in the income statement as incurred. Some of the Group’s foreign subsidiaries also make contributions to their country’s statutory pension schemes.

Termination benefits

Employee termination benefits are recognised only either after an agreement is in place with the appropriate employee representatives specifying the terms of redundancy or after individual employees have been advised of the specific terms.

2.17 Interest-bearing Borrowings

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

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

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

2.18 Income Tax

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

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

Deferred tax is measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled, based on tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax is recognised in the income statement, except when it arises from a transaction which is recognised directly in equity, in which case the deferred tax is also recognised directly in equity, or when it arises from a business combination that is an acquisition, in which case the deferred tax is included in the resulting goodwill or the amount of any excess of the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over the cost of the combination.


54


Notes To The


2.19 Foreign Currencies

(i) Functional currency

Functional currency is the currency of the primary economic environment in which an entity operates.

The financial statements of each entity within the Group are measured using their respective functional currencies.

(ii) Transactions and balances in foreign currencies

Transactions in currencies other than the functional currency (“foreign currencies”) are translated to the functional currency at the rate of exchange ruling at the date of the transaction.

Monetary items denominated in foreign currencies at the balance sheet date are translated at foreign exchange rates ruling at that date.

Non-monetary items which are measured in terms of historical costs denominated in foreign currencies are translated at foreign exchange rates ruling at the date of the transaction.

Non-monetary items which are measured at fair values denominated in foreign currencies are translated at the foreign exchange rate ruling at the date when the fair value was determined.

Exchange differences arising on the settlement of monetary items and the translation of monetary items are included in the income statement for the period.

When a gain or loss on a non-monetary item is recognised directly in equity, any corresponding exchange gain or loss is recognised directly in equity. When a gain or loss on a non-monetary item is recognised in the income statement, any corresponding exchange gain or loss is recognised in income statement.

(iii) Translation of foreign operations

For consolidation purposes, all assets and liabilities of foreign operations that have a functional currency other than Ringgit Malaysia are translated at the exchange rates ruling at the balance sheet date.

Income and expense items are translated at exchange rates approximating those ruling on transaction dates.

All exchange differences arising from the translation of the financial statements of foreign operations are dealt with through the exchange translation reserve account within equity. Upon the disposal of a foreign operation, the exchange translation differences relating to that foreign operation are recognised in the income statement as part of the gain or loss on disposal.

2.20 Cash and Cash Equivalents

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

2.21 Contingencies

A contingent liability or asset is a possible obligation or asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of uncertain future events not wholly within the control of the Group.

Contingent liabilities and assets are not recognised in the financial statements of the Group.


55


Notes To The


2.22 Equity Instruments

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

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

2.23 Financial Instruments

A financial instrument is any contract that gives rise to both a financial asset of one enterprise and a financial liability or equity instrument of another enterprise.

(i) Financial instruments recognised in the balance sheets The recognised financial instruments of the Group comprise cash and cash equivalents, other investments, receivables, payables, bank borrowings and hire purchase liabilities as well as ordinary share capital.

These financial instruments are recognised when a contractual relationship has been established. All the financial instruments are denominated in Ringgit Malaysia, unless otherwise stated. The accounting policies and methods adopted, including the basis of measurement applied are disclosed above.

The information about the extent and nature of these recognised financial instruments, including significant terms and conditions that may affect the amount, timing and certainty of future cash flows are disclosed in the respective notes below. (ii) Financial instruments not recognised in the balance sheets

The Company has provided corporate guarantees to banks for credit facilities granted to subsidiaries which represent present obligations existing at the balance sheet date. The corporate guarantees are not recognised in the financial statements at inception because it is not probable that an outflow of economic benefits will be required to settle the obligations.

2.24 New/Revised FRSs, Amendments/Improvements to FRSs and IC Interpretations

(i) Adoption of new FRS by the Group and by the Company

On 1 October 2009, the Group and the Company adopted FRS 8 Operating Segments mandatory for financial periods beginning on or after 1 July 2009.

The adoption of this FRS did not have a material impact on the presentation and disclosure aspect since the Group does not present segmentation results due to the Group’s business and geographical segment are confined to only retail operation in Malaysia.

(ii) New/revised FRSs, amendments/improvements to FRSs and IC Interpretations that are issued but not yet effective and have not been early adopted by the Group and by the Company

(a) Effective for financial periods beginning on or after 1 January 2010

FRS 7 Financial Instruments : Disclosures

Amendment to FRS 8 Operating Segments

FRS 101 (Revised 2010) Presentation of Financial Statements

FRS 123 (Revised 2010) Borrowing Costs

FRS 139 Financial Instruments : Recognition and Measurement


56


Notes To The


Amendments to FRS 1 and FRS 127 First-time Adoption of Financial Reporting Standards and Consolidated and Separate Financial Statements. Amendments relating to cost of an investment in a subsidiary, jointly controlled entity or associate

Amendments to FRS 2 Share Based Payment. Amendments relating to vesting conditions and cancellations

Amendments to FRS 132 Financial Instruments : Presentation. Amendments relating to puttable financial instruments and effective date and transition of the classification of compound instruments

Amendments to FRS 139, FRS 132 and IC Interpretation 9

Financial Instruments : Recognition and Measurement, Financial Instruments : Disclosure and Reassessment of Embedded Derivatives. Amendments relating to eligible hedged items, reclassification of financial assets and embedded derivatives

IC Interpretation 9 Reassessment of Embedded Derivatives

IC Interpretation 10 Interim Financial Reporting and Impairment

IC Interpretation 11 FRS 2 - Group and Treasury Share Transactions

IC Interpretation 13 Customer Loyalty Programmes

IC Interpretation 14 FRS 119 - The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their interaction

(b) Effective for financial periods beginning on or after 1 March 2010

Amendment to FRS 132 Financial Instruments : Presentation. Amendments relating to classification of rights issue

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

FRS 1 (Revised 2010) First-time Adoption of Financial Reporting Standards

FRS 3 (Revised 2010) Business Combinations

FRS 127 (Revised 2010) Consolidated and Separate Financial Statements

IC Interpretation 12 Service Concession Arrangements

IC Interpretation 17 Distributions of Non-cash Assets to Owners

(d) Effective for financial periods beginning on or after 1 January 2011

Amendment to FRS 1 Limited Exemption from Comparative FRS 7 Disclosures for First-time Adopters. Amendment relating to transition provisions for first-time adopters

Amendments to FRS 1 Additional Exemptions for First-time Adopters. Amendment relating to transition provision for first- time adopters in the industry of oil and gas

Amendments to FRS 2 Group Cash-settled Share-based Payment Transactions. Amendments relating to the scope and accounting for group cash-settled share-based payments transactions

Amendments to FRS 7 Improving Disclosures about Financial Instruments. Amendments relating to the fair value measurement using fair value hierarchy and disclosure of liquidity risk


57


Notes To The


IC Interpretation 4 Determining whether an Arrangement contains a Lease

IC Interpretation 18 Transfers of Assets from Customers *

* During the financial year, MASB approved and issued IC Interpretation 18 – Transfers of Assets from Customers and requires the interpretation to be applied prospectively to all transfers of assets from customers received on or after 1 January 2011.

(e) Effective for financial periods beginning on or after 1 July 2011

IC Interpretation 19 Extinguishing Financial Liabilities with Equity Instruments

Amendments to IC Interpretation 14 FRS 119 - The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction. Amendment relating to the treatment of prepayments of future contributions when there is a minimum funding requirement

(f) Effective for financial periods beginning on or after 1 January 2012

IC Interpretation 15 Agreements for the Construction of Real Estate

FRS 124 Related Party Disclosures

The existing FRS 1, FRS 3 and FRS 127 will be withdrawn upon the adoption of the revised Standards which will take effect on or after 1 July 2010. FRS 2012004 Property Development Activities shall be withdrawn on application of IC Interpretation 15 which will take effect on or after 1 January 2012. The impacts and disclosures as required by FRS 108.30(b), Accounting Policies, Changes in Accounting Estimates and Errors, in respect of applying FRS 7 and FRS 139 are not disclosed by virtue of the exemptions given in these respective FRSs.

IC Interpretation 8 and IC Interpretation 11 shall be withdrawn on application of Group Cash-settled Share-based Payment Transactions (Amendments to FRS 2).

The directors anticipate that the other FRSs, amendments to FRSs and IC Interpretations relevant to the Group and to the Company will be adopted in the financial year commencing 1 October 2010 and that the adoption of these new/revised FRSs, amendments to FRSs and IC Interpretations will have no material impact on their financial statements except for the following :

FRS 3 Business Combination

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

FRS 7 Financial Instruments : Disclosures

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


58


Notes To The


Amendment to FRS 117 Leases

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

FRS 123 Borrowing Costs (Revised)

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

FRS 139 Financial Instruments : Recognition and Measurement

FRS 139 establishes the principles for recognising and measuring financial assets, financial liabilities and some contracts to buy and sell non-financial items.


59


Notes To The


3. PROPERTY, PLANT AND EQUIPMENT

GROUP

At Valuation At Cost

2010Cost/Valuation

Freeholdland and buildingsRM’000

Freeholdland and

buildingsRM’000

LeaseholdbuildingsRM’000

MotorvehiclesRM’000

Machineryand

equipmentRM’000

Furniture,fixtures

andfittings RM’000

RenovationRM’000

Capitalwork inprogressRM’000

TotalRM’000

Balance at beginning 218,716 125,429 51,862 9,711 205,724 147,508 117,856 4,813 881,619

Additions 7,341 - - - 1,076 5,088 3,921 1,166 18,592

Disposals - - (450) (1,065) (471) (252) - - (2,238)

Written off - - - - (109) (612) (41) - (762)

Adjustment - - - (19) - (89) (26) - (134)

Reclassification - - - - (18) 18 - - -

Revaluation surplus 7,900 - - - - - - - 7,900

Foreign currency translation - - - - - (47) - (57) (104)

Balance at end 233,957 125,429 51,412 8,627 206,202 151,614 121,710 5,922 904,873

Accumulated depreciation

Balance at beginning 9,703 752 11,289 8,509 141,899 121,536 66,720 - 360,408

Current charge 3,655 1,003 2,815 175 5,440 14,754 9,761 - 37,603

Disposals - - (106) (1,065) (403) (79) - - (1,653)

Written off - - - - (93) (308) (16) - (417)

Adjustment - - - (19) - (45) (26) - (90)

Reclassification - - - - (22) 22 - - -

Foreign currency translation - - - - - (7) - - (7)

Balance at end 13,358 1,755 13,998 7,600 146,821 135,873 76,439 - 395,844

Carrying amount 220,599 123,674 37,414 1,027 59,381 15,741 45,271 5,922 509,029


60


Notes To The


At Valuation At Cost

2009Cost/Valuation

Freeholdland and buildingsRM’000

Freeholdland andbuildingsRM’000


MotorvehiclesRM’000

Machineryand

equipmentRM’000

Furniture,fixtures

andfittings RM’000

RenovationRM’000

Capitalwork inprogressRM’000

TotalRM’000

Balance at beginning 218,716 - 51,851 8,578 197,893 140,414 110,006 449 727,907

Acquisition of a subsidiary - 125,429 - 6 141 428 61 - 126,065

Additions - - 26 1,704 9,187 7,531 7,617 4,811 30,876

Disposals - - (15) (577) (639) (412) - - (1,643)

Written off - - - - (1,087) (494) (5) - (1,586)

Reclassification - - - - 229 41 177 (447) -

Balance at end 218,716 125,429 51,862 9,711 205,724 147,508 117,856 4,813 881,619


Balance at beginning 6,229 - 8,278 8,176 134,152 107,798 56,413 - 321,046

Acquisition of a subsidiary - - - 5 16 89 2 - 112

Current charge 3,474 752 3,011 819 9,412 14,254 10,306 - 42,028

Disposals - - - (491) (606) (166) - - (1,263)

Written off - - - - (1,055) (457) (3) - (1,515)

Reclassification - - - - (20) 18 2 - -

Balance at end 9,703 752 11,289 8,509 141,899 121,536 66,720 - 360,408

Carrying amount 209,013 124,677 40,573 1,202 63,825 25,972 51,136 4,813 521,211


61


Notes To The


COMPANY


MotorVehiclesRM’000

EquipmentRM’000

Furniture,fixtures

and fittingsRM’000

RenovationRM’000

Total RM’000

2010

At cost

Balance at beginning 2,575 751 1,283 1,346 1,176 7,131

Written off - - (4) - - (4)

Balance at end 2,575 751 1,279 1,346 1,176 7,127


Balance at beginning 368 750 1,086 1,071 886 4,161

Current charge 51 - 113 134 118 416

Written off - - (4) - - (4)

Balance at end 419 750 1,195 1,205 1,004 4,573

Carrying amount 2,156 1 84 141 172 2,554

2009

At cost

Balance at beginning 2,550 751 1,283 1,346 1,176 7,106

Additions 25 - - - - 25

Balance at end 2,575 751 1,283 1,346 1,176 7,131


Balance at beginning 317 750 972 937 768 3,744

Current charge 51 - 114 134 118 417

Balance at end 368 750 1,086 1,071 886 4,161

Carrying amount 2,207 1 197 275 290 2,970

The directors revalued the freehold land and buildings of the Group in March 2007 based on valuations carried out by an independent firm of professional valuers using the open market value basis.

The freehold land and building acquired during the year was revalued immediately after the acquisition by an independent firm of professional valuers based on the open market value basis.

The carrying amount of the revalued freehold land and buildings that would have been included in the financial statement had these properties been carried at cost less accumulated depreciation is RM48,499,266 (2009 : RM49,293,789).


62


Notes To The


The carrying amount of property, plant and equipment charged to licensed banks for banking facilities granted to the Group and to the Company are as follows :

GROUP COMPANY

2010 2009 2010 2009

RM’000 RM’000 RM’000 RM’000

Freehold land and buildings 161,785 148,730 - -

Leasehold buildings 5,227 5,377 2,156 2,207

167,012 154,107 2,156 2,207

4. PREPAID LEASE PAYMENTSGROUP COMPANY

2010 2009 2010 2009

RM’000 RM’000 RM’000 RM’000

At cost

Balance at beginning/end 10,223 10,223 5,950 5,950

Accumulated amortisation

Balance at beginning 1,634 1,481 859 740

Current year 153 153 119 119

Balance at end (1,787) (1,634) (978) (859)

Carrying amount 8,436 8,589 4,972 5,091

Represented by :

Long leasehold land 7,978 8,120 4,972 5,091

Short leasehold land 458 469 - -

8,436 8,589 4,972 5,091

Long leasehold land refers to land with an unexpired lease period of more than 50 years while short leasehold land refers to land and building with remaining lease period of less than 50 years determined as at balance sheet date.

Leasehold land of the Group and of the Company with carrying amount of RM8,112,900 and RM4,972,500 (2009 : RM8,261,700 and RM5,091,000) respectively are charged to licensed financial institutions for banking facilities granted to the Group and to the Company.

The title deeds for certain leasehold land of the Group with a total carrying amount of RM2,681,900 (2009 : RM2,701,200) have yet to be issued by the relevant authorities.


63


Notes To The


5. INVESTMENT PROPERTIES

GROUP

2010 2009

RM’000 RM’000

Balance at beginning 72,188 21,617

Acquisition of a subsidiary - 50,571

Balance at end 72,188 72,188

Represented by :

Freehold land and buildings 62,330 62,330

Leasehold land and buildings 9,858 9,858

72,188 72,188

The carrying amount of properties charged to licensed banks for banking facilities granted to the Group are as follows :

GROUP

2010 2009

RM’000 RM’000

Freehold land and buildings 18,167 21,398

Leasehold land and buildings 442 8,226

18,609 29,624

The title deeds for certain leasehold land and buildings of the Group with carrying amount of RM442,495 (2009 : RM442,495) have yet to be issued by the relevant authorities.

6. INVESTMENT IN SUBSIDIARIES

COMPANY

2010 2009

RM’000 RM’000

Unquoted shares, at cost 388,007 388,007

Less : Accumulated impairment loss


Current year - 5,569

Balance at end (19,407) (19,407)

368,600 368,600


64


Notes To The


The details of the subsidiaries, all of which are incorporated in Malaysia, except where indicated are as follows :

Name of Subsidiaries Effective EquityInterest

Principal Activities

2010 2009

% %

The Store (Malaysia) Sdn. Bhd. 100 100 Operation of department stores and supermarkets.

Milimewa Superstore Sdn. Bhd. 100 100 Operation of department stores and supermarkets.

Larut Matang Supermarket Holdings Berhad 100 100 Property and investment holdings and the provision of management services.

The Store Holdings Sdn. Bhd. 100 100 Investment holding.

The Store (Terengganu) Sdn. Bhd. 100 100 Investment holding.

Taiping Supermarket Holdings Sdn. Bhd. 100 100 Property and investment holding.

Gold Shopping Centre Holdings Sdn. Bhd. 100 100 Investment holding.

Summit Superstore Holdings Sdn. Bhd. 100 100 Investment holding.

The Store Properties Sdn. Bhd. 100 100 Property investment holding.

The Store (Kelantan) Sdn. Bhd. 100 100 Investment holding.

The Store Card Sdn. Bhd. 100 100 Provision of strategic incentive marketing solutions and customers loyalty schemes to related companies.

TS Retail Systems Sdn. Bhd. 100 100 IT and computer related services.

TS Universal Trading Sdn. Bhd. 100 100 Importer and distribution of souvenirs and trading in general goods.

Yangtze Corporation Sdn. Bhd. 95 95 Inactive.

Pacific Hypermarket Group Sdn. Bhd. 100 100 Investment holding.

Visual Utama Sdn. Bhd. 100 100 Investment holding.

Delsinar Sdn. Bhd. 100 100 Investment holding.

Nilai Hikmat Sdn. Bhd. 100 100 Investment holding.

*TS Universal International Co. Ltd (Incorporated in British Virgin Islands)

100 100 Investment holding.

The Store (Kemaman) Sdn. Bhd. 100 100 Inactive.

The Store (Seremban) Sdn. Bhd. 100 100 Inactive.


65


Notes To The




2010 2009

% %

The Store (Kluang) Sdn. Bhd. 100 100 Inactive.

The Store (Muar) Sdn. Bhd. 100 100 Inactive.

The Store (Mentakab) Sdn. Bhd. 100 100 Inactive.

The Store (Taman Tun Aminah) Sdn. Bhd. 100 100 Inactive.

The Store (Klang) Sdn. Bhd. 100 100 Inactive.

The Store (Central Square) Sdn. Bhd. 100 100 Inactive.

The Store (Kampar Road) Sdn. Bhd. 100 100 Inactive.

The Store (Kuantan Parade) Sdn. Bhd. 100 100 Inactive.

The Store (Bentong) Sdn. Bhd. 100 100 Inactive.

The Store (Subang) Sdn. Bhd. 100 100 Inactive.

The Store (Port Dickson) Sdn. Bhd. 100 100 Inactive.

The Store (Bukit Pasir) Sdn. Bhd. 100 100 Inactive.

The Store (Kangar) Sdn. Bhd. 100 100 Inactive.

The Store (Darul Naim) Sdn. Bhd. 100 100 Inactive.

Fajar Retail Enterprise Sdn. Bhd. 100 100 Inactive.

Fajar Departmental Store & Supermarket (Sg. Besar) Sdn. Bhd.


Fajar Supermarket Sdn. Bhd. 100 100 Investment holding.

Fajar Supermarket (Upper Perak) Sdn.Bhd. 100 100 Investment holding.

Berkat Apparel Sdn. Bhd. 100 100 Inactive.

Berkat Marketing Sdn. Bhd. 100 100 Inactive.

Berkat Merchandising & Services Sdn. Bhd. 100 100 Inactive.

Koaling Development Sdn. Bhd. 100 100 Property investment.

Sungei Perak Supermarket Sdn. Bhd. 100 100 Property investment.

Berkat Supermarket Sdn. Bhd. 100 100 Inactive.

Dindings Supermarket Sdn. Bhd. 100 100 Inactive.

Fajar Supermarket (Melaka) Sdn. Bhd. 100 100 Inactive.


66


Notes To The




2010 2009

% %

Fajar Supermarket (Butterworth) Sdn. Bhd. 100 100 Inactive.

Kuala Kangsar Supermarket Sdn. Bhd. 100 100 Inactive.

Larut Matang Supermarket (Taiping) Sdn. Bhd. 100 100 Inactive.

Berkat Garments Sdn. Bhd. 100 100 Inactive.

Fajar Merchandising & Services Sdn. Bhd. 100 100 Inactive.

The Store (Johore Bahru) Sdn. Bhd. 100 100 Investment holding.

Tanjung Segi Sdn. Bhd. 100 100 Property investment holding.

Formyarn Sdn. Bhd. 67 67 Inactive.

Murai Perdana Sdn. Bhd. 100 100 Investment holding.

The Store (Malacca) Sdn. Bhd. 100 100 Inactive.

The Store (Batu Pahat) Sdn. Bhd. 100 100 Inactive.

The Store (Pusat K.T.) Sdn. Bhd. 100 100 Inactive.

Taiping Corporation Sdn. Bhd. 100 100 Property and investment holding.

The Store (Taiping) Sdn. Bhd. 100 100 Investment holding.

The Store (NS) Sdn. Bhd. 100 100 Investment holding.

Arglye Sdn. Bhd. 100 100 Inactive.

The Store (Summit Parade) Sdn. Bhd. 100 100 Inactive.

The Store (Sungai Petani) Sdn. Bhd. 100 100 Inactive.

Pacific Hypermarket Properties Sdn. Bhd. 100 100 Property investment.

Bigever Properties Sdn. Bhd. 100 100 Property investment.

Pacific Hypermarket & Departmental Store Sdn. Bhd. 100 100 Investment holding and operation of department store and hypermarket.

Pacific Bowling Sdn. Bhd. 100 100 Manage and operate of bowling centre.

Pacific Department Store Sdn. Bhd. 100 100 Inactive.

*Universal Retail Group Ltd (Incorporated in Cayman Islands)


Sungei Besar Supermarket Sdn. Bhd. 100 100 Inactive.

Bintang Aspek (M) Sdn. Bhd. 100 100 Investment holding.


67


Notes To The




2010 2009

% %

The Store (Johor Jaya) Sdn. Bhd. 100 100 Inactive.

Cotler Sdn. Bhd. 92 92 Trading in clothing and general goods.

The Store (Taiping Jaya) Sdn. Bhd. 100 100 Inactive.

The Store (Tampin) Sdn. Bhd. 100 100 Inactive.

The Store (Taman Kok Lian) Sdn. Bhd. 100 100 Inactive.

TS Universal Brands Sdn. Bhd. 100 100 Trading in general goods.

The Store (Kota Bahru) Sdn. Bhd. 100 100 Inactive.

Universal Retail Academy Sdn. Bhd. (formerly known as The Store (Shah Alam) Sdn. Bhd.)

100 100 Training and development.

Pacific Hypermarket (Prai) Sdn. Bhd. 100 100 Inactive.

Pacific Department Store (Prai) Sdn. Bhd. 100 100 Inactive.

*TS Universal Retail Ltd (Incorporated in British Virgin Islands)

100 100 Property investment holding.

*Universal Retail Holdings Ltd (Incorporated in Hong Kong)

100 100 Inactive.

*Jurus Kota Sdn. Bhd. 100 100 Investment holding.

*Shanghai Universal Retail Limited (Incorporated in People’s Republic of China)

100 100 Inactive.

*Universal Retail (jiaxing) Limited (Incorporated in People’s Republic of China)

100 100 Inactive.

*Universal Retail Limited (Incorporated in Hong Kong)

100 - Inactive.

* Not audited by Grant Thornton.

7. OTHER INVESTMENTS

GROUP

2010 2009

RM’000 RM’000

Shares quoted in Malaysia, at cost 12 12

Less : Allowance for diminution in value (7) (7)

5 5

Unquoted shares, at cost 2,334 2,334

2,339 2,339

Market value of quoted shares 8 7


68


Notes To The


8. INTANGIBLE ASSETS

GROUP

2010 2009

RM’000 RM’000

Goodwill

At cost

Balance at beginning/end 11,311 11,311

Accumulated impairment loss


Current year - 1,825

Balance at end (2,992) (2,992)

Carrying amount 8,319 8,319

Impairment test on goodwill

Goodwill arising from business combinations has been allocated to its business segment as its cash generating units (CGUs).

For annual impairment testing purposes, the recoverable amount of the CGUs is determined based on its value-

in-use, which applies a discounted cash flow model using cash flow projections based on financial budget and projections approved by management.

No impairment loss is required for the goodwill as its recoverable amount is in excess of its carrying amount.

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

(i) Budgeted gross margin

The basis used to determine the value assigned to the budgeted gross margins is the average gross margin achieved in the period immediately before the budgeted period increased for expected efficiency improvements.

(ii) Selling price

The selling price used to calculate the cash inflows from operations was determined after taking into consideration price trends of the industries which the CGUs are exposed. Values assigned are consistent with the external sources of information.

(iii) Trading goods price

The trading goods price used is based on the latest actual market price obtained immediately before the forecast year. Values assigned are consistent with external sources of information.

(iv) Discount rate

The discount rate applied to the cash flow projections is based on the weighted average cost of capital rate of the Group.

Sensitivity to changes in assumptions

With regard to the assessment of value-in-use of all CGUs, management believes that no reasonable change in any of the above key assumptions would cause the carrying value of the units to materially exceed their recoverable amounts.


69


Notes To The


9. DEFERRED TAX ASSETS

GROUP

2010 2009

RM’000 RM’000

Balance at beginning 573 897

Transfer to income statement (501) (324)

72 573

Under provision in prior year 652 -

Balance at end 724 573

The deferred tax assets comprise :

- Deductible temporary differences on unabsorbed tax losses 156 646

- Excess of capital allowances over depreciation

on property, plant and equipment (150) (73)

- Provision for points redemption 718 -

724 573

At balance sheet date, the Group has not recognised deferred tax assets arising from the following temporary differences as it is not probable that future taxable profit will be available against which the assets can be utilised.

GROUP

2010 2009

RM’000 RM’000

Deductible temporary differences on

- unabsorbed tax losses 6,350 5,687

- unabsorbed capital allowances 2,638 2,514

Excess of capital allowances over depreciation

on property, plant and equipment (852) (839)

8,136 7,362

10. AMOUNT DUE FROM/TO SUBSIDIARIES

The amount due from subsidiaries under non-current assets represented unsecured advances which earned interest at 8% per annum and is not expected to be repaid within the next 12 months.

The amount due from/to subsidiaries included under current assets/liabilities represents unsecured advances which is interest free and is repayable on demand, except for a receivable amount of RM74 million (2009 : RM65 million) which earns an interest at 8% (2009 : 8%) per annum.


70


Notes To The


11. TRADE AND OTHER RECEIVABLES

GROUP COMPANY

2010 2009 2010 2009

RM’000 RM’000 RM’000 RM’000

Trade receivables (Note 11.1)

Gross amount 2,220 2,556 - -

Less :

Allowance for doubtful debts

Balance at beginning 395-

3923

--

-- Current year

Balance at end (395) (395) - -

1,825 2,161 - -

Other receivables (Note 11.2)

Gross amount 18,281 41,212 - 116

Less :


Balance at beginning 116

-

(116)

-

116

-

116

-

(116)

-

116

-

Current year

Written off

Balance at end - (116) - (116)

18,281 41,096 - -

Deposits and prepayments

Gross deposits 38,080 48,237 2,081 10,773

Less :


Balance at beginning 10,708

-

(10,600)

(108)

-

10,708

-

-

10,708

-

(10,600)

(108)

-

10,708

-

-

Current year

Recovered

Reversal

Balance at end - (10,708) - (10,708)

38,080 37,529 2,081 65

Prepayments 6,234 6,045 - -

44,314 43,574 2,081 65

Total trade and other receivables 64,420 86,831 2,081 65


71


Notes To The


11.1 Trade Receivables

Trade receivables represent amounts receivable from the sale of goods to customers. The normal credit terms granted to trade receivables range from 3 to 120 days (2009 : 3 to 120 days). Other credit terms are assessed and approved on a case-by-case basis.

11.2 Other Receivables

The currency profile of the Group is as follows :

2010 2009

RM’000 RM’000

Ringgit Malaysia 15,718 38,218

Chinese Renminbi 1,920 1,962

Hong Kong Dollar 643 916

18,281 41,096

12. DEPOSITS WITH LICENSED BANKS

2010 2009

RM’000 RM’000

Repo - unencumbered 72,000 72,000

Fixed deposits - encumbered 1,528 1,497

73,528 73,497 The fixed deposits are pledged to a licensed bank for banking facilities granted to the Group.

The effective interest rates and maturities of deposits at balance sheet date are as follows :

2010 2009

Interest rates per annum 1.95% to 2.50% 1.30% to 2.50%

Maturities 1 to 365 days 1 to 365 days

13. CASH AND BANK BALANCES


2010 2009

RM’000 RM’000


Chinese Renminbi 826 1,632

Hong Kong Dollar 33 1,545

22,149 27,454


72


Notes To The


14. SHARE CAPITAL

Number of ordinary shares of

RM1 each Amount

2010 2009 2010 2009

’000 ’000 RM’000 RM’000

Authorised :

Balance at beginning/ end 88,000 88,000 88,000 88,000

Issued and fully paid :

Balance at beginning/ end 68,504 68,504 68,504 68,504

15. FOREIGN TRANSLATION RESERVE

This is in respect of foreign exchange differences on translation of the financial statements of foreign subsidiaries.

16. RETAINED PROFITS

COMPANY

Prior to the year of assessment 2008, Malaysian companies adopted the full imputation system. In accordance with the Finance Act, 2007 which was gazetted on 28 December 2007, companies shall not be entitled to deduct tax on dividend paid, credited or distributed to its shareholders, and such dividends will be exempted from tax in the hands of the shareholders (“single tier system”). However, there is a transitional period of six years, expiring on 31 December 2013, to allow companies to pay franked dividends to their shareholders under limited circumstances.

Companies also have an irrevocable option to disregard the 108 balance and opt to pay dividends under the single tier system. The change in the tax legislation also provides for the 108 balance to be locked-in as at 31 December 2007 in accordance with Section 39 of the Finance Act, 2007.

The Company did not elect for the irrevocable option to disregard the 108 balance. Accordingly, during the transitional period, the Company may utilise the credit in the 108 balance as at 31 December 2007 to distribute cash dividend payments to ordinary shareholders as defined under the Finance Act, 2007.

As at balance sheet date, the Company has sufficient credit under the 108 balance and tax exempt income account to frank all of its retained profits if paid out as dividends.


73


Notes To The


17. BORROWINGS

GROUP COMPANY

2010 2009 2010 2009

RM’000 RM’000 RM’000 RM’000

Non-current liabilities

Secured :

Bank term loans 165,831 219,627 159,639 218,800

Current liabilities

Secured :

Bankers acceptance 4,588 4,779 - -

Bank overdraft 24 - - -

Bank term loans 52,432 21,672 51,900 21,200

Unsecured :

Bank overdraft - 51 - -

57,044 26,502 51,900 21,200

The borrowings are secured by way of : (i) Legal charges over certain freehold and leasehold properties and fixed deposits of certain subsidiaries, and (ii) Corporate guarantee of the Company.

The bank term loans of the Group are repayable by monthly, semi-annually and quarterly instalments commencing between 1996 and 2010.

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

Averageeffective

interest rateper annum

(%)Total

RM’000

Withinone yearRM’000

More thanone year andless than two

yearsRM’000

More thantwo years andless than five

yearsRM’000

More thanfive years RM’000

GROUP

2010

Bankers acceptance 2.93 to 3.13 4,588 4,588 - - -

Bank term loans^ 3.75 to 9.00 218,263 52,432 52,182 104,616 9,033

Bank overdraft 7.05 24 24 - - -

2009

Bankers acceptance 2.25 to 2.30 4,779 4,779 - - -

Bank term loans^ 7.05 to 8.00 241,299 21,672 52,272 104,125 63,230

Bank overdraft 7.40 51 51 - - -

COMPANY

2010

Bank term loans 7.10 to 8.10 211,539 51,900 51,900 103,800 3,939

2009

Bank term loans 7.10 to 8.10 240,000 21,200 51,900 103,800 63,100


74


Notes To The


^ Included herein is a bank term loan granted under the Syariah principle of Al-Bai Bithaman Ajil which bears a fixed profit rate of RM4,593 (2009 : RM4,593) per month.

18. DEFERRED TAX LIABILITIES

GROUP COMPANY

2010 2009 2010 2009

RM’000 RM’000 RM’000 RM’000

Balance at beginning 31,146 33,713 94 287

Acquisition of a subsidiary - 650 - -

Revaluation surplus 1,027 - - -

Transfer to income statement (1,734) (2,593) (25) (193)

30,439 31,770 69 94

Under/(Over) provision in prior year 397 (624) (35) -

Balance at end 30,836 31,146 34 94

The deferred tax liabilities comprise :

Taxable temporary differences

- Relating to fair value adjustment to the properties of subsidiaries 914 916 - -

- Relating to revaluation of freehold building 23,102 22,174 - -

- Excess of capital allowances over depreciation 6,820 8,088 34 94

30,836 31,178 34 94

Less :

Deductible temporary differences on unabsorbed capital allowances - (32) - -

30,836 31,146 34 94


75


Notes To The


19. TRADE AND OTHER PAYABLES

GROUP COMPANY

2010 2009 2010 2009

RM’000 RM’000 RM’000 RM’000

Trade payables (Note 19.1) 316,974 350,683 - -

Other payables (Note 19.2) 24,743 20,627 104 105

Accruals (Note 19.3) 31,160 12,442 711 501

Provision for points redemption (Note 19.4) 2,876 2,609 - -

Deposits 8,983 8,980 - -

Hire purchase payable (Note 19.5) - 18 - -

384,736 395,359 815 606

19.1 Trade Payables

Trade payables represent amounts outstanding for trade purchases. The normal credit terms granted by trade payables range from 7 to 240 days (2009 : 7 to 240 days).

19.2 Other Payables


2010 2009

RM’000 RM’000


Chinese Renminbi 759 735

24,743 20,627

19.3 Accruals

(i) The currency profile of the Group is as follows :

2010 2009

RM’000 RM’000


Chinese Renminbi - 101

Hong Kong Dollar 9 -

US Dollar 8 -

31,160 12,442

(ii) Included herein is an amount of RM17,389,316 being additional provision made for disputed rental arising from material litigation as disclosed in Note 31 to the financial statements.


76


Notes To The


19.4 Provision For Points Redemption

2010 2009

RM’000 RM’000


Additions during the year 2,023 1,994

Utilised during the year (1,756) (1,684)

Balance at end 2,876 2,609

Provision for points redemption is the estimation made on the liability on customer loyalty schemes and is expiring within 3 years.

19.5 Hire Purchase Payable

The effective interest rate of hire purchase payable as at balance sheet date was 3.70% per annum.

20. REVENUE

GROUP COMPANY

2010 2009 2010 2009

RM’000 RM’000 RM’000 RM’000

Sale of goods net of discounts 1,811,950 1,834,204 - -

Concessionary rental income and commission - 3,345 - -

Dividend income 3 - 30,520 30,300

Management fees - - 2,842 2,855

Rental income from investment properties 4,527 4,041 - -

1,816,480 1,841,590 33,362 33,155

21. COST OF SALES

2010 2009

RM’000 RM’000

Cost of goods sold 1,449,415 1,457,439

Direct operating costs relating to investment properties

- Revenue generating 126 1,487

- Non-revenue generating 28 133

1,449,569 1,459,059


77


Notes To The


22. PROFIT/(LOSS) BEFORE TAXATION

This is arrived at :

GROUP COMPANY

2010 2009 2010 2009

RM’000 RM’000 RM’000 RM’000

After charging :

Allowance for doubtful debts (108) 10,827 (108) 10,824

Amortisation of prepaid lease payments 153 153 119 119

Bad debts - 1 - -

Audit fee

- current year 524 742 30 40

- over provision in prior year (17) (22) (2) -

Depreciation 37,603 42,028 416 417

Directors’ remuneration for non-executive directors

- allowance 140 137 140 137

- fees 120 120 84 84

Fees paid to a company in which a director of the Company has financial interest - 20 - 20

Finance costs

- hire purchase term charges - 9 - -

- interest expense 18,711 18,166 17,492 16,647

Impairment loss on investment in subsidiaries - - - 5,569

Impairment loss on goodwill - 1,825 - -

Property, plant and equipment written off 345 71 - -

Provision for points redemption 2,023 1,994 - -

Rental of premises 112,511 76,040 - -

And crediting :

Doubtful debts recovered (10,600) - (10,600) -

Discount on acquisition - 4,575 - -

Gain on disposal of property, plant and equipment 408 35 - -

Gross dividends from other investments 3 - - -

Gross dividends from unquoted subsidiaries - - 30,520 30,300

Interest income 596 804 7,527 7,853

Rental income from

- investment properties 4,607 4,041 - -

- others 16,200 12,586 - -


78


Notes To The


23. TAXATION

GROUP COMPANY

2010 2009 2010 2009

RM’000 RM’000 RM’000 RM’000

Malaysian income tax :

Based on results for the year

- Current tax (10,168) (14,025) (5,139) (5,037)

- Deferred tax relating to origination and reversal of temporary differences 1,233 2,269 25 29

(8,935) (11,756) (5,114) (5,008)

Over/(Under) provision in prior year

- Current tax 1,328 (339) (430) (35)

- Deferred tax 255 624 35 164

1,583 285 (395) 129

(7,352) (11,471) (5,509) (4,879)

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

GROUP COMPANY

2010 2009 2010 2009

RM’000 RM’000 RM’000 RM’000

Profit/(Loss) before taxation 11,397 13,415 29,303 (745)

Income tax at Malaysian statutory tax rate of 25% (2,849) (3,354) (7,325) 186

Effects of :

- Income not subject to tax 49 1,219 - -

- Expenses not deductible for tax purposes (5,626) (9,665) 2,211 (5,194)

- Deferred tax assets not recognised (774) (217) - -

- Annual crystallisation of deferred tax on revaluation surplus 265 261 - -

(8,935) (11,756) (5,114) (5,008)

Over/(Under) provision in prior year 1,583 285 (395) 129

(7,352) (11,471) (5,509) (4,879)


79


Notes To The


24. EARNINGS PER SHARE

The basic earnings per share of the Group is calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the financial year as follows :

2010 2009

Profit attributable to equity holders of the Company (RM’000) 4,067 1,952

Weighted average number of ordinary shares of RM1 each (’000) 68,504 68,504

Basic earnings per share (sen) 5.94 2.85

There are no diluted earnings per shares as the Company does not have any convertible financial instruments as at balance sheet date.

25. DIVIDEND

2010 2009

RM’000 RM’000

First and final tax exempt dividend of RM0.01 per share in respect of the financial year ended 30 September 2008 - 686

First and final tax exempt dividend of RM0.01 per share in respect of the financial year ended 30 September 2009 685 -

685 686

Net dividend per ordinary share (sen) 1.00 1.00

26. ANALYSIS OF ACQUISITION OF A SUBSIDIARY COMPANY 2010

On 11 August 2010, TS Universal Retail Limited, a wholly-owned subsidiary of the Company, subscribed for the entire registered capital of HKD1 in Universal Retail Limited (“URL”), a company incorporated in Hong Kong. The intended principal activity of URL is investment holding. However, the Company is inactive as at balance sheet date.

2009

In the previous financial year, the Company has acquired the entire equity interest, representing 3,000,000 ordinary shares of RM1 each in Jurus Kota Sdn. Bhd. (“JKSB”) at a cash consideration of RM130 million. The principal activity of JKSB is investment holding. The discount on acquisition arising from the acquisition is RM4,575,000.


80


Notes To The


The effects of acquisition of the subsidiary on the consolidated profit, the consolidated financial position and the consolidated cash flow statement are as follows :

(a) Effect on consolidated profit for the year

2010 2009

RM’000 RM’000

Revenue - 2,888

Profit before taxation - 1,663

Taxation - (7)

Increase in Group’s profit - 1,656

(b) Effect on consolidated financial position

Non-current assets - 177,582

Current assets - 6,783

Non-current liabilities - (7)

Current liabilities - (44,837)

Increase in Group’s share of net assets - 139,521

(c) Effect on consolidated cash flow statement

Fair value of net assets acquired :

Non-current assets - 176,524

Current assets - 7,892

Non-current liabilities - (16)

Current liabilities - (43,261)

Discount on acquisition - (4,575)

Total purchase consideration - 136,564

Deposit paid included in other receivables of previous financial year - (39,000)

Less : Cash and cash equivalents - (6,516)

Net cash flow on acquisition - 91,048

27. EMPLOYEES BENEFITS EXPENSE

GROUP COMPANY

2010 2009 2010 2009

RM’000 RM’000 RM’000 RM’000

Salaries, wages, allowance and bonus 110,000 115,996 2,925 3,144

Directors’ fees 936 936 48 48

EPF 11,289 12,166 351 379

SOCSO 1,578 1,717 2 2

Other staff related expenses 872 1,231 - -

124,675 132,046 3,326 3,573


81


Notes To The


Directors’ remuneration for executive directors

Included in the employees benefits expense of the Group and of the Company are directors’ remuneration as shown below :

Directors of the Company

Executive directors

- Salaries 2,925 3,144 2,925 3,144

- EPF 351 377 351 377

- Fees 516 516 48 48

3,792 4,037 3,324 3,569

Directors of the subsidiaries

Executive directors

- Salaries 169 182 - -

- EPF 20 22 - -

- Fees 420 420 - -

609 624 - -

4,401 4,661 3,324 3,569

28. RELATED PARTY DISCLOSURES

(i) Related party transactions

GROUP COMPANY

2010 2009 2010 2009

RM’000 RM’000 RM’000 RM’000

Share registration fees paid to a company in which a director of the Company has interest - 7 - 7

Rental of premises charged by companies in which certain directors of the Company have interests 9,917 12,733 - -

Management fee from subsidiaries - - 2,842 2,855

Interest income from subsidiaries - - 7,527 7,853

Advance to subsidiaries - - - 69,727

Repayment from subsidiaries - - 11,293 -

Repayment to subsidiaries - - 5,071 5,040

(ii) Compensation of key management personnel

GROUP COMPANY

2010 2009 2010 2009

RM’000 RM’000 RM’000 RM’000

Salaries and other short-term employee benefits 4,661 4,922 3,550 3,790

Key management personnel comprises the Board of Directors of the Company and of its subsidiaries.

Key management personnel are those persons including directors having authority and responsibility for planning, directing and controlling the activities of the Group and of the Company, directly or indirectly.


82


Notes To The


29. COMMITMENTS

(i) Capital commitments

GROUP COMPANY

2010 2009 2010 2009

RM’000 RM’000 RM’000 RM’000

Contracted but not provided for :- Property, plant and equipment 72,580 54,555 18,236 -

(ii) Operating lease commitments (a) The Group as lessor

The Group has entered into cancellable commercial property leases to earn rental income from its investment properties and certain properties included under property, plant and equipment. These leases have an average tenure of 1 to 3 years with an option to renew. The tenants are required to give 2 months’ notice of the termination of these agreements. The Group does not have any contingent rental arrangements.

(b) The Group as lessee

The Group leases its premises under non-cancellable operating leases for its operations. The leases have an average tenure of 15 years, with an option to renew. Increase in lease payments, if any, after the expiry dates, are negotiated between the Group and the lessors which will normally reflect market rentals. None of the above leases includes contingent rentals.

The Group’s future aggregate minimum lease payments under these operating leases are as follows :

2010 2009

RM’000 RM’000

Future minimum lease payments

- Not later than one year 4,698 8,491

- Later than one year but not later than two years 2 6,721

4,700 15,212

30. CONTINGENT LIABILITY (UNSECURED)

COMPANY

2010 2009

RM’000 RM’000

Corporate guarantees in respect of banking and other credit facilities granted to subsidiaries

41,400 41,400


83


Notes To The


31. MATERIAL LITIGATIONS

(i) Summit Parade Sdn. Bhd. (“Summit”) issued a letter of demand dated 5 August 2002 on the Company and its subsidiary, The Store (Malaysia) Sdn. Bhd. (collectively known as the “Defendants”), claiming for allegedly unpaid rental amounting to RM4,669,627. This sum was disputed by the Defendants and the Defendants had instituted proceedings against Summit in the Kuala Lumpur High Court seeking for, inter alia, a declaration whether the amount claimed by Summit was due and payable by the Defendants and for an order to restrain Summit from filing, presenting, advertising and/or gazetting winding up proceedings against the Defendants. The matter was heard in March 2004. On 12 March 2004, the High Court dismissed the Defendants’ Originating Summon on the ground that there were several disputes as to the facts of the case and as such it was not suitable to be decided in an originating summons action. The High Court had nevertheless, granted the Defendants liberty to refile the claim against Summit in a writ action.

In view of the Court’s direction, Summit had served on the Defendants a Writ dated 2 July 2004 filed in the Muar High Court claiming for, inter alia, alleged unpaid rental to date amounting to RM5,143,762. The Defendants had replied with the Defence and Counterclaim, whereby the sum claimed was disputed by the Defendants. The Defendant is counter claiming for damages, of which the quantum is to be assessed by the Court, for breach of tenancy agreement by Summit. The full trial has been concluded and in a judgement delivered on 18 September 2009 the Court has ordered the Defendants to pay the sum of RM10,709,861 to Summit. The Defendants have filed an appeal to the Court of Appeal as well as a stay of execution. The Court had dismissed the Defendants’ application for the stay of execution of the judgement and the said judgement sum was subsequently paid out to Summit.

On 19 November 2010, the Court of Appeal had dismissed the Defendants’ appeal and a sum of RM7,084,786.60 shall be paid to Summit on 13 December 2010 being a counter claim filed by Summit for the rental payable, of which full amount has been provided for during the financial year under review (See Note 19.3 (ii)). (ii) ZKP Development Sdn. Bhd. (“ZKP”) issued a letter of demand dated 5 August 2002 on the Company and its subsidiary, The Store (Malaysia) Sdn. Bhd. (collectively known as the “Defendants”), claiming for allegedly unpaid rental amounting to RM4,675,886. This sum was disputed by the Defendants and the Defendants had instituted proceedings against ZKP in the Kuala Lumpur High Court seeking for, inter alia, a declaration on whether the amount claimed by ZKP was due and payable by the Defendants and for an order to restrain ZKP from proceeding further in this matter and/or distress proceedings. The Penang High Court had granted ZKP’s application to transfer the case to the Penang High Court.

At the Penang High Court, ZKP applied for summary judgement against the Defendants, which was dismissed by the Court on 12 August 2005. ZKP appealed against the decision was also dismissed with costs by the Court. The case had been fixed for hearing on 3 February 2009 for an application by ZKP to amend the statement of claim but its amendment application was dismissed by the Senior Assistant Registrar. Their appeal has also been dismissed by the High Court. Thus, parties are now proceeding to trial and the case has been fixed for case management on 21 June 2010 and trial on 20 October 2010.

The Defendants had entered into a consent judgement to pay ZKP a sum of RM10,744,410 in 6 monthly instalments commencing on 20 November 2010 being a counter claim filed by ZKP for the rental payable, of which full amount has been provided for during the financial year under review (See Note 19.3 (ii)).

32. SEGMENT ANALYSIS No segment analysis is prepared as the Group is primarily engaged in retail operations in Malaysia.


84


Notes To The


33. FINANCIAL INSTRUMENTS

Financial risk management objectives and policies

The Group’s overall financial risk management objectives and policies are to ensure that the Group creates value and maximises returns to its shareholders.

Financial risk management is carried out through risk reviews, internal control systems, benchmarking the industry’s best practices and adherence to the Group’s financial risk management policies.

The Group finances its operations mainly through financing from licensed financial institutions and internally generated funds. The Group does not find it necessary to enter into derivative transactions based on its current level of operations.

The main risks arising from the financial instruments of the Group are stated below. Management monitors the Group’s financial position closely with an objective to minimise potential adverse effects on the financial performance of the Group. Management reviews and agrees on policies for managing each of these risks and they are summarised below. These policies have remained unchanged during the financial year.

Credit risk Credit risk arises when sales are made and services are rendered on deferred credit terms.

The entire financial assets of the Group are exposed to credit risk except for cash and bank balances and fixed and time deposits which are placed with licensed financial institutions in Malaysia. The Group invests its surplus cash safely and profitably by depositing them with licensed financial institutions.

The management regards credit risk as minimal as most of the Group’s businesses are transacted in cash in the retail branches of the Group. The exposure to credit risk by non-retail subsidiaries is monitored on an ongoing basis. The Group has credit policies in place to manage the credit risk exposure. The risk is managed through the application of credit approvals whereby credit evaluations are performed on all customers requiring credit over a certain amount and period, adherence to credit limits, regular monitoring and follow up procedures.

The Group does not consider it necessary to require collateral in respect of its financial assets.

Interest rate risk

The Group is exposed to interest rate risk which is the risk that a financial instrument’s value will fluctuate as a result of changes in market interest rates.

The Group is exposed to interest rate risk in respect of its fixed and time deposits placed with licensed financial institutions, bank borrowings and hire purchase liabilities.

Surplus funds are placed with licensed financial institutions to earn interest income based on prevailing market rates. The Group manages its interest rate risk by placing such funds on short tenures of 12 months or less.

The Group’s policy is to borrow principally on a floating rate basis but to retain a proportion of fixed rate debt. The objective of a mix of fixed and floating rate borrowings is to reduce the impact of a rise in interest rates and to enable savings to be enjoyed if interest rates fall. The Group does not generally hedge interest rate risk.

Market risk

The Group is exposed to market risk, which is the risk that a financial instrument’s value will fluctuate as a result of changes in market prices.

The Group’s exposure to market risk is in respect of its other investments. The investments are monitored regularly and subject to periodic review. The investments are assessed for any diminution in the carrying values and allowances are made for such diminution in value which is other than temporary.

Common to all business, the overall performance of the Group’s other10 investment is also driven externally by global and domestic economies that are largely unpredictable and uncontrollable.


85


Notes To The


Liquidity and cash flow risk

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

Fair value

The carrying amounts of financial assets and financial liabilities of the Group and of the Company at the balance sheets date approximate their fair values, except for unquoted shares with carrying amount of RM2,334,000 (2009 : RM2,334,000), whereby it is not practicable to reasonably estimate the fair value due to lack of comparable quoted market prices and available market data for valuation. Therefore, these investments are carried at their original costs less any allowance for diminution in value.

34. DISCLOSURES OF REALISED AND UNREALISED PROFITS/LOSSES Bursa Malaysia Securities Berhad has, on 25 March 2010 and 20 December 2010, issued directives requiring

all listed corporations to disclose the breakdown of retained profits or accumulated losses into realised and unrealised on group and company basis, as the case may be, in quarterly reports and annual audited financial statements.

The breakdown of retained profits as at the balance sheet date has been prepared by the Directors in accordance with the directives from Bursa Malaysia Securities Berhad stated above and Guidance on Special Matter No. 1 issued on 20 December 2010 by the Malaysia Institute of Accountants are as follows :

GROUP COMPANY

2010 2010

RM’000 RM’000

Realised 289,419 135,439

Unrealised :

- Deferred tax liabilities 1,488 70

- Provision for rental payables arising from disputed rental (17,389) -

(15,901) 70

273,518 135,509


86


List Of

Properties

Registered Owner/Location

The Store Corporation Bhd. Q.T.(R) 6366 L.O. Lot 9A,Jalan 223 Petaling Jaya, Selangor

The Store Holdings Sdn. Bhd. HS(D) 55098 & 55099 NPT 4 & 5, Sek 91A & 91B, Town of Kuala Lumpur

The Store Holdings Sdn. Bhd. HS(D) 12086 & 12087 PTD 2484 & 2485Mukim Bandar Penggaram Batu Pahat, Johor.46, 46A, 46B, 48, 48A & 48BJalan Megat, Batu Pahat, Johor

Tanjung Segi Sdn. Bhd. Lot No.196,197, 198,199,200, 201,336Bandar KB VIII, Melaka

The Store (Malacca) Sdn. Bhd. Lots. Nos. A3/w-1,A3/w-2,A3/w-3,and A3/w-4, Rumah PangsaSeri Kubu, Melaka

The Store (Sungai Petani) Sdn. Bhd. Lot 117, 118, 139, 143, 144, 1331 and 1332Central District of Province Wellesley

The Store (Sungai Petani) Sdn. Bhd. Lot 0048, Section 46 Pajakan Negeri 393 Bandar Sungei PetaniKuala Muda Mukim Sungai Petani, Kedah

The Store (Malaysia) Sdn. Bhd. Lot 710 Section 4 Town of Bukit Mertajam Province Wellesley Centre, Pulau Pinang

The Store (Malaysia) Sdn. Bhd. P.T. No.PTBM/C.005 (Lot 723) Mukim 1,District of Seberang Perai Tengah,State of Pulau Pinang

The Store (Malaysia) Sdn. Bhd. P.T. No.479, Town of Teluk Intan,District of Hilir Perak, State of Perak

The Store (Malaysia) Sdn. Bhd. PT 13952, Mukim of Asam KumbangDistrict of Larut & Matang,Perak

Date ofAcquisition

(A) / Valuation(V)

2.11.2001 (A)

4.4.1991 (A)

2.2.1993 (A)

14.1.1992 (A)

3.6.1993 (A)

28.9.1987 (A)

22.7.1992 (A)

23.2.1976 (A)

13.10.2006 (A)

13.10.2006(A)

13.10.2006(V)

Land Areas(Built-up

area)

65,340 sq. ft.(32,000 sq. ft.)

959 sq. ft.

3,738 sq. ft.(9,240 sq. ft.)

95,104 sq. ft.

3,400 sq. ft.

234,945 sq. ft.

1,400 sq. ft.(5,300 sq. ft.)

9,502 sq. ft.(19,000 sq. ft.)

3,850 sq. ft.

44,433 sq. ft.

132,196 sq. ft.

Tenure(years ofexpiry)

Leasehold99 years

(28.4.2071)

Freehold

Freehold

Leasehold99 years

(13.1.2091)

Freehold

Freehold

Leasehold99 years

(2.10.2080)

Leasehold999 years (5.2.2930)

Freehold

Freehold

Leasehold 15 years

(1.6.2018)

Description/Existing use

Industrial Land witha double storey office

1 unit apartment / rented to third parties

3 storey shophouse/hostel

Vacant Land /Car Park

4 units of apartment/staff hostel

Vacant Land

4-storey shophouse/staff hostel

2-storey pre-war shophouse /rented

to third parties

4 ½ storey terraceshoplot / rented to

third party

4 storey shoppingcomplex with

basement & roof floor / business

operation

1 ½ storeycommercial complex / business operation

NBVas at

30.9.10RM'000

7,128

110

548

7,788

265

206

243

239

2,000

39,960

2,458

Approx.age of

buildings (years)

-

15

18

-

15

-

24

77

37

15

10

02263 12.List Of Properties.indd 86 3/2/11 12:24:36 PM

87


List Of

Properties


The Store (Malaysia) Sdn Bhd Lot PTB 4704 & Lot PTB 4619Bandar Penggaram, Daerah Batu PahatJohor

The Store (Malaysia) Sdn Bhd 2 shoplots unit Nos.01 & 02,Level 7 of Commercial Signature Office,at BU 8, PN 12392, Lot 49501 Seksyen 39MK Bandar Petaling Jaya, Selangor

The Store (Terengganu) Sdn. Bhd. Grant 3719, Lot 976 & Grant 3720, Lot 977 Bandar Kuala Terengganu

The Store (Terengganu) Sdn. Bhd. Grant 9989, Lot 3643 Kuala Terengganu

Taiping Supermarket Holdings S/B Lot No.1987- 1990Bandar Taping, Tempat Taiping,Daerah Larut & Matang, Perak

Taiping Corporation Sdn Bhd Lot 70, 71 & 72 in Mukim of TampinTampin, Negeri Sembilan

Taiping Corporation Sdn Bhd Lot 6619, Mukim Azam Kumbang,Daerah Larut Matang, Taiping, Perak

Taiping Corporation Sdn Bhd Lot 2951 & 2952 Town of Taiping 31 & 32, Jalan Convent,Taiping, Perak

The Store Properties Sdn Bhd H.S. (D) 29489, Lot No. 1439H.S. (D) 29491, Lot No. 1440Bandar Bukit Mertajam, Sek 5,Daerah Seberang Prai TengahNegeri Pulau Pinang

The Store Properties Sdn Bhd HS(D) 9730 & 9731 PT No. 7227 & 7228. Bandar Mentakab, Temerloh, Pahang

Pacific Hypermarket Properties Sdn BhdParcel B888, Basemen Floor, Megamal, Jalan Baru Prai, Mukim 1, Province Wellesley Central, Penang

Bigever Properties Sdn Bhd Parcel G888 & 1888, Ground & First FloorMegamal, Jalan Baru Prai, Mukim 1, Province Wellesley Central, Penang

Date ofAcquisition

(A) / Valuation(V)

13.10.2006 (A)

13.10.2006 (A)

18.4.1992 (A)

1.4.1993 (A)

24.6.1982 (A)

30.7.2007(V)

-1983-(A)

-1983(A)

17.8.1994A)

13.3.1997(A)

30.3.2007 (V)

30.3.2007(V)

Land Areas(Built-up

area)

88,000 sq. ft

17,905 sq. ft

49,080 sq. ft.

915 sq. ft.

6,859 sq. ft. (24,130 sq. ft.)

7,200 sq. ft.(24,130 sq. ft.)

6,767 sq. ft.

3,522 sq. ft.(4,044 sq. ft.)

2,800 sq. ft.(8,400 sq. ft.)

3,200 sq. ft.(9,400 sq. ft.)

198,706 sq. ft.

111,640 sq ft


Leasehold15 years

(3.2.2019)

Leasehold99 years

(26.10.2102)

Freehold

Freehold

Freehold

Freehold

Leasehold999 years

(19.11.2895)

Leasehold 99 years

(13.11.2080)

Freehold

Freehold

Freehold

Freehold


Double storeycommercial building / business operations

2 units 8-storey shopoffice / vacant

Vacant land/Car Park

Vacant Land/Car Park

4-storey shophousecomplex / vacant

4-storey shophousecomplex /

business operation

Vacant Land

2-storey linkhouse / staff hostel

3 storey shophouse /vacant

2 units of 3-storeyshophouse / staff hostel

Commerial units within a

5-commercial centre/ business

operation

Commerial units within a

5-commercial centre/business

operation

NBVas at

30.9.10RM'000

3,313

4,596

1,757

94

3,196

4,600

207

185

672

671

82,445

47,027

Approx.age of

buildings (years)

7

4

-

-

32

29

-

25

30

15

13

13


88


List Of

Properties


Yangtze Corporation Sdn Bhd Lot No.11 Block 2 Type B,Kepong Light IndustryMukim Batu, District & State of Wilayah,Kuala Lumpur

Formyarn Sdn Bhd No. 150 & 152 Lot 25168 & 25169Batu 7 3/4, Jalan Kepong, Kuala Lumpur Milimewa Superstore Sdn BhdLot D4-D8, Sedco Shophouse,Kunak Town, Sabah

Milimewa Superstore Sdn Bhd L201-207 & L226-L238, Level 2,Centre Point, Lahad Datu, Sabah

Milimewa Superstore Sdn Bhd Lot 20, Block C, Bandar BaruSemporna, Sabah

Milimewa Superstore Sdn Bhd Lot 1, Block C, 1st & 2nd Floor,Kompleks Leila, Sandakan, Sabah

Milimewa Superstore Sdn Bhd Lot D7, Arsad Shopping Complex,Phase 2, Keningau, Sabah

Milimewa Superstore Sdn Bhd Lot 56 & 57, Taman Golfview,Keningau, Sabah

Milimewa Superstore Sdn Bhd No. 4, Lot 21, Luyang Phase 3,Jalan Kijang, Sabah

Milimewa Superstore Sdn BhdLot 33-36, Taman Beverly Hills,Phase 2, Jalan Bundusan,Penampang, Sabah

Larut Matang Supermarket Holdings BerhadLot No. 1637, Mukim of Tupai,District of Larut & Matang State of Perak

Larut Matang Supermarket Holdings Berhad Lot No. 314, Town of Sg. Siput,District of Kuala Kangsar State of Perak

Larut Matang Supermarket Holdings Berhad Lot No. 33606, Mukim of Sitiawan,District of Manjung, State of Perak

Date ofAcquisition

(A) / Valuation(V)

29.2.2000(A)

23.12.1993(A)

12.5.2005 (V)

12.5.2005 (V)

12.5.2005 (V)

12.5.2005 (V)

12.5.2005 (V)

12.5.2005 (V)

12.5.2005 (V)

12.5.2005 (V)

13.10.2006 (A)

13.10.2006 (A)

13.10.2006 (A)

Land Areas(Built-up

area)

4,200 sq. ft.

1,195 sq. ft.(2,400 sq. ft.)

15,000 sq. ft

6,958 sq. ft

1,250 sq. ft

1,800 sq. ft

3,600 sq. ft

12,304 sq. ft

3,964 sq. ft

19,200 sq. ft

1,609 sq. ft

1,603 sq. ft

1,500 sq. ft


Leasehold(99 years)

(06.3.2101)

Leasehold99 years

(9.8.2075)

Leasehold99 years

(31.12.2097)

Leasehold99 years

(31.12.2097)

Leasehold99 years

(29.6.2035)

Leasehold99 years

(31.12.2069)

Leasehold99 years

(31.12.2093)

Leasehold99 years

(31.12.2060)

Leasehold999 years

(26.1.2914)

Leasehold999 years

(14.2.2926)

Freehold

Leasehold 46 years

(20.8.2032)

Leasehold99 years

(22.7.2091)


1 ½ storey terracefactory /

warehouse

2-storey shophouse / warehouse

5 units of 2-storeyshophouse / business

operation

shotlots / businessoperation

1 unit of 2-storeyshophouse /

warehouse & hostel

3-storey shophouse / warehouse & hostel

1 unit of 3 storeyshophouse / rented

to 3rd parties

2 units detached house / hostel

1 unit semi detachedhouse / hostel

4-storey of4 storey shoplots

/ business operation

vacant land / car park

3 storey mid terrace shophouse / hostel &

warehouse

A double storey midterrace shophouse / rented to 3rd party

NBVas at

30.9.10RM'000

596

362

1,326

1,861

207

61

442

173

178

2,942

220

336

340

Approx.age of

buildings (years)

10

34

12

12

11

11

14

15

16

14

-

16

9


89


List Of

Properties


Fajar Supermarket Sdn Bhd P.T. No. 6572, Mukim of Sg. Buloh,District of Kuala Lumpur,State of Selangor Fajar Supermarket Sdn BhdLot No. 4456, Town of Teluk Intan,District of Hilir Perak,State of Perak

Fajar Supermarket Sdn Bhd Lot No. 152, Town of Sitiawan,District of Manjung, State of Perak

Fajar Supermarket Sdn BhdP.T. Nos 16743 to 16757, Town of Sitiawan,District of Manjung, State of Perak

Fajar Supermarket (Butterworth) Sdn Bhd P.T. No. PTBM/A/1165, Mukim 1District of Seberang Perai Tengah,State of Pulau Pinang

Fajar Supermarket (Upper Perak) Sdn Bhd Lot Nos.344 to 347, Town and District ofKuala Kangsar, State of Perak

Fajar Supermarket (Upper Perak) Sdn Bhd Lot No.222, Town and District of Kuala Kangsar, State of Perak

Sungei Perak Supermarket Sdn BhdLot No.1638, Mukim of TupaiDistrict of Larut & Matang, State of Perak

Bintang Aspek (M) Sdn BhdP.T. Nos 1662 to 1671 andP.T. Nos 2046 to 2051 Town of Sitiawan,District of Manjung, State of Perak

Fajar Retail Enterprise Sdn BhdPN, 4628 to 4632, Town of Sg. SiputDistrict of Kuala Kangsar, State of Perak

Jurus Kota Sdn Bhd PT No. 9264 ,9265 & Lot No:10538Mukim Pengkalan KundorDaerah Kota SetarKedah Darulaman

The Store (Malaysia) Sdn Bhd Geran 35320Lot 9164N, Mukim Bandar Ipoh,District of Kinta, Jalan Dato’ Onn Jaafar30300 Ipoh, Perak

Date ofAcquisition

(A) / Valuation(V)

13.10.2006 (A)

13.10.2006 (A)

13.10.2006 (A)

13.10.2006 (A)

13.10.2006 (A)

13.10.2006 (A)

13.10.2006 (A)

13.10.2006 (A)

13.10.2006 (A)

13.10.2006 (A)

13.2.2008 (A)

2.4.2010

Land Areas(Built-up

area)

1,610 sq. ft

1,195 sq. ft

2,391 sq. ft

25,827 sq. ft

3,689 sq. ft

6,081 sq.ft

63,434 sq. ft

1,604 sq. ft

13,763 sq.ft

8,736 sq. ft

296,532 sq ft

20,000 sq ft


Freehold

Freehold

Freehold

Freehold

Leasehold99 years

(9.7.2079)

Freehold

Freehold

Freehold

Freehold

Leasehold28 years

(20.8.2032)

Freehold

Freehold


An extended doublestorey mid terrace

house / hostel

3 storey shopping complex / rented to

3rd party

4 storey mid terraceshop office / vacant

3 storey shoppingcomplex / business

operation

A double storey semi-detachedhouse / hostel

4 storey terrace shop/ business operation

A single storey commercial complex/ business operation

4 storey mid terraceshop office / warehouse

Vacant land / car park

5 units of 3 storey terraced shops /

business operation

2 storey Commerial complex /

business operation

5 storey shopping complex / business

operation

NBVas at

30.9.10RM'000

400

400

670

24,000

250

2,419

4,453

550

1,320

1,921

176,000

15,168

Approx.age of

buildings (years)

37

18

26

19

31

15

15

16

-

25

8

18


90


SHARE CAPITAL

Authorised Share Capital : RM88,000,000Issued & Paid-Up Capital : RM68,503,602Class of Shares : Ordinary Shares of RM1.00 eachVoting Rights : One Vote per shareholder on a show of hands One vote per Ordinary Share on a poll

DISTRIBUTION OF SHAREHOLDING

Holdings No. of Holders % Total Holdings % Less than 100 shares 50 3.68 2,030 0.00100 to 1,000 140 10.32 66,833 0.101,001 to 10,000 1,027 75.68 2,261,038 3.3010,001 to 100,000 101 7.44 2,495,498 3.64100,001 to less than 5% of issued shares 37 2.73 48,775,373 71.205% and above of issued shares 2 0.15 14,902,830 21.76

TOTAL 1,357 100.00 68,503,602 100.00

SUBSTANTIAL SHAREHOLDERS

Name of shareholders No. of Shares held Direct % Deemed % 1. Tan Sri Dato’ Sri Tang Yeam Soon 3,028,300 4.42 16,269,030* 23.75

2. Puan Sri Datin Sri Khor Guik Lee 1,366,200 1.99 17,931,130@ 26.18

3. Equatorial Century Sdn Bhd (“ECSB”) 14,902,830 21.75 - -

4. Tan Sri Dato’ Seri Vincent Tan Chee Yioun 1,898,600 2.77 5,702,800^ 8.32

5. Berjaya Capital Bhd - - 4,268,100a 6.23

6. Berjaya Corporation Berhad - - 4,268,100b 6.23

7. Berjaya Group Berhad - - 4,268,100b 6.23

8. Bizurai Bijak (M) Sdn Bhd - - 4,268,100b 6.23

9. Juara Sejati Sdn Bhd - - 4,268,100b 6.23

DIRECTORS’ SHAREHOLDING

No. of Shares held Direct % Deemed % 1. Tan Sri Dato’ Sri Tang Yeam Soon 3,028,300 4.42 16,269,030* 23.75

2. Puan Sri Datin Sri Khor Guik Lee 1,366,200 1.99 17,931,130@ 26.18

3. Chang Yen Huei 1,100 0.00 2,640,000& 3.85

4. Kam Teh Chung 352,955 0.52 - -

5. Dato’ Dr Haji Kardin bin Shukor 11,000 0.02 - -

Analysis Of

Shareholdings As At 7 February 2011

02263 13.Analysis Of Shareholdings.indd 90 3/2/11 12:23:55 PM

91


Notes:

* Deemed interested by virtue of his major shareholdings in ECSB pursuant to section 6(A) of the Act and through his spouse Puan Sri Datin Sri Khor Guik Lee

& Deemed interested by virtue of his substantial shareholding in Advance Ultimate Sdn Bhd

@ Deemed interested by virtue of her major shareholdings in Equatorial Century Sdn Bhd pursuant to section 6(A) of the Act and through her spouse Tan Sri Dato’ Sri Tang Yeam Soon

^ Deemed interested by virtue of his substantial shareholdings in Berjaya VTCY Sdn Bhd and Berjaya Sompo Insurance Berhad

a Deemed interested by virtue of its 100% interest in Berjaya Sompo Insurance Bhd and Prime Leasing Sdn Bhd respectively.

b Deemed interested by virtue of its interest in Berjaya Capital Bhd, the holding company of Berjaya Sompo Insurance Bhd

Analysis Of

Shareholdings As At 7 February 2011


92


NAME & ADDRESS OF SHAREHOLDERS NO. OF SHARES HELD % 1. EQUATORIAL CENTURY SDN BHD 10,513,830 15.35 2. KAF NOMINEES (TEMPATAN) SDN BHD Pledged securities acc for Equatorial Century Sdn Bhd 4,389,000 6.41 3. MIDF AMANAH INVESTMENT NOMINEES (TEMPATAN) SDN BHD Pledged securities acc for Megastar Ventures Sdn Bhd 3,420,000 4.99 4. SURPLUS-ED CAPITAL SDN BHD 3,411,400 4.98 5. BERJAYA SOMPO INSURANCE BERHAD 3,385,000 4.94 6. NICETRADE CAPITAL SDN BHD 3,274,700 4.78 7. HDM NOMINEES (TEMPATAN) SDN BHD Pledged securities acc for Amlied Holdings Sdn Bhd 3,190,000 4.66 8. KAF NOMINEES (TEMPATAN) SDN BHD Pledged securities acc for Priority Prospect Sdn Bhd 3,072,300 4.48 9. TANG YEAM SOON 2,951,300 4.31 10. ADVANCE ULTIMATE SDN BHD 2,640,000 3.85 11. MAYBAN NOMINEES (TEMPATAN) SDN BHD Pledged securities acc for BBC Capital Sdn Bhd 2,304,910 3.36 12. ABB NOMINEE (TEMPATAN) SDN BHD Pledged securities acc for Vincent Tan Chee Yioun (Berjaya VTCY) 1,898,600 2.77 13. HDM NOMINEES (TEMPATAN) SDN BHD Pledged securities acc for Perspektif Bakti Sdn Bhd 1,761,590 2.57 14. NUSRAYA HOLDINGS SDN BHD 1,685,600 2.46 15. PAN PROSPERITY HOLDINGS SDN BHD 1,673,150 2.44 16. HDM NOMINEES (TEMPATAN) SDN BHD Pledged securities acc for Pan Prosperity Holdings Sdn Bhd 1,651,400 2.41 17. PERSPEKTIF BAKTI SDN BHD 1,605,100 2.34 18. BERJAYA VTCY SDN BHD 1,434,700 2.09 19. KHOR GUIK LEE 1,329,900 1.94 20. MAYBAN NOMINEES (TEMPATAN) SDN BHD Pledged securities acc for Azam Spektrum Sdn Bhd 1,276,400 1.86 21. MAYBAN NOMINEES (TEMPATAN) SDN BHD Pledged securities acc for Pancaran Kurnia Sdn Bhd 1,233,000 1.80 22. MALAYSIA NOMINEES (TEMPATAN) SENDIRIAN BERHAD Pledged securities acc for Great Eastern Life Assurance (Malaysia) Berhad 710,600 1.04 23. PUBLIC NOMINEES (TEMPATAN) SDN BHD Pledged securities acc for Surinder Singh a/l Wassan Singh 567,000 0.83 24. CIMB GROUP NOMINEES (TEMPATAN) SDN BHD Pledged securities acc for Prime Credit Leasing Sdn Bhd 489,700 0.71 25. WONG YEE CHOO 486,200 0.71

List Of Thirty

Largest Shareholders


93


List Of Thirty

Largest ShareholdersNAME & ADDRESS OF SHAREHOLDERS NO. OF SHARES HELD %

26. TAN KIM KEE @ TAN KEE 401,800 0.59 27. PRIME CREDIT LEASING SDN BHD 393,400 0.57 28. KAM TEH CHUNG 352,955 0.52 29. MALAYSIA NOMINEES (TEMPATAN) SENDIRIAN BERHAD Great Eastern Life Assurance (Malaysia) Berhad 344,200 0.50 30. INTER-PACIFIC EQUITY NOMINEES (TEMPATAN) SDN BHD Pledged securities acc for Fabulous Channel Sdn Bhd 340,000 0.50


This page has been intentionally left blank.


PROXY FORM

I /We (full name) ___________________________________________________________________________________________ of (full address) _____________________________________________________________________________________________

being a member(s) of THE STORE CORPORATION BERHAD (252670-P), hereby appoint

(full name) _________________________________________________________________________________________________

and/or_____________________________________________________________________________________________________or failing him/her, the Chairman of the Meeting as my/our proxy, to vote for me/us and on my/our behalf at the Eighteenth (18th) Annual General Meeting of the Company to be held at Crown Hall 1, Level 1, The Crystal Crown Hotel Petaling Jaya, No. 12, Lorong Utara A, Off Jalan Utara, 46200 Petaling Jaya, Selangor on Tuesday, 29 March 2011 at 10.00 a.m or at any adjournment thereof, and to vote as indicated below :

Please indicate with an 'X' in the space below how you wish your votes to be cast.(If you do not do so, your Proxy will vote or abstain from voting at his/her discretion).

As witness my/our hands this _________ day of ___________________ 2011

The proportion of my/our holding to be represented by my/our proxy(ies) is/are as follows

Number of Shares/%

First Proxy

Second Proxy

Total

Notes:1)

2) 3)4)

THE STORE CORPORATION BERHAD (Incorporated In Malaysia)

(252670-P)

RESOLUTION FOR AGAINST

1. Payment of First and Final Dividend

2. Payment of Directors’ Fees

3. Re-election of Director: Tan Sri Dato’ Sri Tang Yeam Soon

4. Re-election of Director: Kam Teh Chung

5. Re-election of Director: Lim Gin Chuan

6. Re-election of Dato’ Dr. Haji Kardin bin Haji Shukor under Section 129 (6) of the Companies Act, 1965

7. Re-appointment of auditors

8. Authority under Section 132D of the Companies Act, 1965

9. Proposed Renewal of shareholders’ authority for the Company to purchase of its own shares

10. Proposed shareholders’ mandate for recurrent related party transactions of revenue nature.

A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his stead. A member may appoint more than one proxy to attend at the same meeting. Where a member appoints two or more proxies, he must specify the proportion of his shareholdings to be represented by each proxy.A proxy need not be a member of the Company.If the appointer is a corporation, the form must be under its Common Seal or under the hand of an officer or attorney duly authorised.The instrument appointing a proxy must be deposited at the Company’s Registered Office at Plaza 138, Suite 18.03, 18th Floor, 138 Jalan Ampang, 50450 Kuala Lumpur not less than 48 hours before the time appointed for holding the meeting.

____________________________________

Signature/common seal of Shareholder(s)

02263 14.Proxy Form.indd 1 3/2/11 12:22:39 PM

FIRST FOLD

SECOND FOLD

Stamp

The Company Secretary

THE STORE CORPORATION BERHADPlaza 138, Suite 18.03,

18th Floor, 138, Jalan Ampang,50450 Kuala Lumpur

02263 14.Proxy Form.indd 2 3/2/11 12:22:39 PM

02263 1.Notice Of Annual General Meeting€¦ · b) Kam Teh Chung Resolution 4 c) Lim Gin Chuan...

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Transcript of 02263 1.Notice Of Annual General Meeting€¦ · b) Kam Teh Chung Resolution 4 c) Lim Gin Chuan...