PDZ-AnnualReport2009 (909KB)

8/8/2019 PDZ-AnnualReport2009 (909KB)

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Contents2

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Notice of Annual General Meeting

Corporate Information

Corporate Structure

Directors Profile

Chairmans Statement

Financial HighlightsCorporate Governance Report

Audit Committee Report

Statement on Internal Control

Directors Report & Financial Statements

Analysis of Shareholdings

Group Properties

Proxy Form


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2

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Fourteenth Annual General Meeting of the shareholders of

the Company will be held at Bukit Kiara Equestrian and Country Resort, Dewan Perdana, 1st Floor,

Sport Complex, Jalan Bukit Kiara, Off Jalan Damansara, 60000 Kuala Lumpur, Malaysia on Thursday,

3 December 2009 at 11.00 a.m. for the purpose of considering and, if thought fit, passing the following

ordinary resolutions:-

AGENDA

1. To receive the Audited Financial Statements of the Group and the Company for thefinancialyear ended 30 June 2009 together with the reports of the Directors and Auditors thereon. Ordinary Resolution 1

2. To approve the payment of Directors fees in respect of thefinancial year ended 30 June 2009. Ordinary Resolution 2

3. To re-elect the following Directors retiring in accordance with Articles 85 of the Companys Articles of Association:

(a) Dato Ismail Bin Hamzah Ordinary Resolution 3(a)

(b) Mr Thor Poh Seng Ordinary Resolution 3(b)

4. To re-appoint Messrs PricewaterhouseCoopers as Auditors of the Company and to authorisethe Directors tofix their remuneration. Ordinary Resolution 4

5. To transact any other ordinary business of the Company for which due notice has been given.

By Order of the Board

Lim Lai SamLoh Poh WahSecretaries

Kuala LumpurDate: 11 November 2009

Notes:

1. A member entitled to attend and vote at the Annual General Meeting is entitled to appoint one or more proxies (but not more

than two) to attend and vote instead of him. A proxy may but need not be a member of the Company and the provisions of

Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. Where a member appoints two (2) proxies to

attend the same meeting, the member shall specify the proportion of his shareholding to be represented by each proxy, failing

which the appointment(s) shall be invalid.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing

or, if the appointor is a corporation, either under the corporations seal or under the hand of an officer or attorney duly authorised.

The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

3. The Proxy Form shall be deposited with the Companys Share Registrars, Tricor Investor Services Sdn Bhd, Level 17, The

Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia not less than 48 hours before the

time appointed for holding the meeting or any adjournment thereof.


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3

CORPORATE INFORMATION

AUDIT COMMITTEE

Dato Ismail Bin Hamzah (Chairman)

Dato Hamzah Bin Mohd Salleh

Mr Teh Kay Yeong (MIA)

NOMINATION COMMITTEE

Dato Ismail Bin Hamzah

Mr Teh Kay Yeong

REMUNERATION COMMITTEE


Mr Teh Kay Yeong

SENIOR INDEPENDENTNON-EXECUTIVE DIRECTOR


Fax: (603) 4043 6750

COMPANY SECRETARIES

Ms Lim Lai Sam (MAICSA: 0877479)

Ms Loh Poh Wah (MAICSA: 7047338)

REGISTERED OFFICE

No. 8, 3rd Floor, Jalan Segambut

51200 Kuala Lumpur, Malaysia

Tel: (603) 6195 1600

Fax: (603) 4043 6750

PRINCIPAL BANKERS

AmBank (M) Berhad

EON Bank Berhad

CIMB Bank Berhad

HSBC Bank Malaysia Berhad

REGISTRAR

Tricor Investor Services Sdn Bhd

Level 17, The Gardens North Tower

Mid Valley City

Lingkaran Syed Putra

59200 Kuala Lumpur

Malaysia

Tel: (603) 2264 3883

Fax: (603) 2282 1886

AUDITORS

Messrs PricewaterhouseCoopers

Chartered Accountants

Level 10, 1 Sentral

Jalan Travers, Kuala Lumpur Sentral

P.O.Box 10192

50706 Kuala Lumpur, Malaysia

Tel: (603) 2173 1188

Fax: (603) 2173 1288

STOCK EXCHANGE LISTINGBursa Malaysia Securities Berhad Main Market

Stock Name : PDZ

Stock Code : 6254WEBSITE

www.pdzlines.com

BOARD OF DIRECTORS

Tan Sri Dato Tan Hua Choon hairman, Non-Independent Non-Executive Director

Mr Lim Jian Hoo Executive Director

Mr Thor Poh Seng Executive Director

Dato Ismail Bin Hamzah Independent Non-Executive Director

Dato Hamzah Bin Mohd Salleh Non-Independent Non-Executive Director

Mr Teh Kay Yeong Independent Non-Executive Director

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PRINCIPAL BANKE

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4

CORPORATE STRUCTURE

Perkapalan

Dai Zhun Sdn Bhd

100%

Note: Dormant subsidiaries are not shown

Perkapalan

Dai Zhun (Johore) Sdn Bhd

99.99%

PDZ Shipping Agency

(Sibu) Sdn Bhd

60%

PDZ Shipping Agency

(Sabah) Sdn Bhd

51%

PDZ Shipping Agency

(Bintulu) Sdn Bhd

51%

Tong Joo

Shipping Pte Ltd

100%

PDZ Shipping Agency

(Kuching) Sdn Bhd

100%

PDZ Shipping Agency

(Johore) Sdn Bhd

60%

PDZ Shipping

Agency Sdn Bhd

51%

PDZ Shipping Agency

(Tawau) Sdn Bhd

51%


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Tan Sri Dato

Tan Hua

Choon

Aged 68,

Tan Sri Dato Tan was the Chairman of the Board of the Company from year 2000 to

2007. He was re-appointed to the Board on 8 May 2008 and resumed the position ofChairman on the same date.

A self-made businessman with vast experiences in variousfields and industries, Tan Sri

Dato Tan has been involved in a wide range of businesses which include manufacturing,marketing, banking, shipping, property development and trading. He has also built-up

investments in numerous public listed companies.

He is currently the Chairman of Malaysia Aica Berhad, Keladi Maju Berhad, MarcoHoldings Berhad, FCW Holdings Berhad, Jasa Kita Berhad, GPA Holdings Berhad and

is the Managing Director of Goh Ban Huat Berhad.

Mr Lim was appointed to the Board of the Company on 27 July 1998 and had served as

a member of the Audit Committee from November 1998 to March 2002. He graduatedwith a Bachelor of Economics (Honours) Degree from University of Malaya in 1969,

obtained a Banking Diploma from the Chartered Institute of Bankers London in 1972 andbecame an Associate Member of Institute Bank-Bank Malaysia in 1980. Mr Lim joined

Standard Chartered Bank Berhad in 1970 and worked in the banking sector for 22 years.In early 1993, he joined Malaysian General Investment Corporation Berhad (MGIC) as

its Deputy Group Chief Executive and later assumed the post of Chief Executive Officerof Charles Bradburne, a subsidiary of MGIC.

From 1994 to 1996, he was attached to IC Bank Rt. Budapest, Hungary as the President

and Chief Executive Officer where he was responsible for the setting up and developmentof the infrastructure framework of a new bank. He is also a Director of Malaysia Aica

Berhad.

Mr Thor was appointed to the Board of the Company as Non-Independent Non-Executive

Director on 9 April 1996 and was Chairman of the Audit Committee from 11 April 1996to 25 March 2002. He resigned as Chairman of the Audit Committee on 25 March 2002

but remained as a member until 31 January 2009. He had served as a member ofthe Remuneration Committee from 25 March 2002 to 31 December 2005. He was re-

designated as Executive Director, Corporate Affairs with effect from 1 January 2006.

He holds a Bachelor of Engineering Degree from Universiti Pertanian Malaysia (nowknown as Universiti Putra Malaysia) and a Masters Degree in Business Management

from the Asian Institute of Management, Philippines. He was an ex-merchant banker fromCommerce International Merchant Bankers Berhad (now known as CIMB Investment

Bank Berhad) (CIMB) with extensive experience in corporate finance and corporateplanning. Prior to joining CIMB, he has held senior positions in operations andfinance in

Dunlop Estates Berhad and Sitt Tatt Berhad respectively.

He is also as Director of Malaysia Aica Berhad, Keladi Maju Berhad, Marco HoldingsBerhad, FCW Holdings Berhad, Jasa Kita Berhad, GPA Holdings Berhad, Computer

Forms (Malaysia) Berhad and Goh Ban Huat Berhad.

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DIRECTORS PROFILE

Tan Sri Dato

Tan Hua ChoonAged 68, Malaysian

Chairman, Non-Independent Non-

Executive Director

Lim Jian HooAged 63, Malaysian

Executive Director

Thor Poh SengAged 49, Malaysian

Executive Director


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DIRECTORS PROFILE

Dato Ismail was appointed to the Board of the Company and as Chairman of the Audit

Committee on 25 March 2002. He was also appointed as the Senior Independent Non-

Executive Director of the Company and a member of the Boards Nomination Committeeon 25 March 2002, and was appointed as a member of the Remuneration Committee on18 September 2007.

Dato Ismail graduated from the University of Malaya in 1970 with a Bachelor of Economics

(Honours) in Analytical Economics. He held many key positions in governmentalagencies, and has many years of experience in various aspects from economics to

finance. He also serves on the board of GUH Holdings Berhad, Engtex Group Berhadand FCW Holdings Berhad.

Dato Hamzah was appointed to the Board of the Company on 9 April 1996 and servedas a member of the Audit Committee from 1996 to March 2002. He was re-appointed asa member of the Audit Committee on 31 January 2009.

He graduated with a Diploma in Management from the Malaysian Institute of Management

in 1980 and a Masters Degree in Business Administration from University of Bath,United Kingdom in 1989. He was an Audit Assistant with Messrs Price Waterhouse (now

known as PricewaterhouseCoopers) from 1969 to 1975. He then worked for 5 years asFinance and Administration Manager in Pillar Naco Malaysia Sdn Bhd.

From 1980 to 1993, he held various senior managerial positions in Pernas Sime Darby

and the Sime Darby Group of companies where his last position was General Manager ofSime Swede Distribution Services Sdn Bhd. He is also a Director of Furniweb Industrial

Products Berhad, Focus Dynamics Technologies Berhad and Bio Osmo Berhad.

Mr Teh was appointed to the Board of the Company and as a member of the Audit

Committee on 25 March 2002. He is also a member of the Nomination Committeeand Remuneration Committee with effect from 25 March 2002 and 1 January 2006

respectively.

He holds a Bachelor of Accounting (Honours) from University of Malaya and a MastersDegree in Business Administration majoring in Finance from University of Hull,

United Kingdom. He is also a member of the Malaysian Institute of Accountants. Hehas extensive experience in accounting and finance and has held senior positions in

operations andfinance. He is also a Director of Keladi Maju Berhad.

ADDITIONAL INFORMATION ON MEMBERS OF THE BOARD

There is no family relationship among the Board Members and the major shareholders of the Company.

As at to-date, there has not been any occurrence of conflict of interest between any member of the Board with the Company.

None of the Board Members have been convicted of any offence within the past 10 years other than traffic offences, if any.

The attendance of Directors at Board Meetings of the Company held during the financial year is set out in page 11 of the Annual

Report.


Aged 63, MalaysianIndependent Non-Executive Director

Dato Hamzah BinMohd SallehAged 61, Malaysian

Non-Independent Non-Executive

Director

Teh Kay YeongAged 46, Malaysian

Independent Non-Executive Director


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Dear Valued ShareholdersOn behalf of the Board of Directors, I am pleased to present the Annual Report and Financial Statements of

PDZ Holdings Bhd (PDZH) for the financial year ended 30 June 2009

Financial Results

For the financial year under review, the Group registered revenue of RM205 million, a decrease of 13% from RM236 millionrecorded in the previous financial year. The fall in revenue was attributed to the sudden collapse of freight rates globally as

a result of declining demand and a surge of new container tonnage entering the market. During the year under review we

terminated the loss-making services, resulting in a 16% contraction in our business volume.

The Group posted a pre-tax loss of RM11.5 million for the year under review as compared to a pre-tax profit of RM9.3 million

in the previous financial year. The loss was largely attributable to lower revenue coupled with higher committed vessel charterexpenses.

Operations Review

In the second half of the review period, we terminated our Haiphong service and at the same time, suspended our Yangon

service.

We disposed off two old and small vessels towards the end of the financial year. Another vessel was also sold after it developedengine problem. Two vessels were chartered in for our East Malaysian service.

Various cost cutting measures were implemented during the year to mitigate our losses. Our container fleet was also sharply

reduced in line with the volume contraction.

7

CHAIRMANS STATEMENT


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Prospects

Container shipping will remain very difficult next year as there are still uncertain factors in the recovery process. The remainingexcess tonnage in the industry will continue to weigh down on the shipping lines and freight rates will likely reflect this until a greaterequilibrium is reached. Under the current globally challenging environment for the shipping industry as a whole, the Group willcontinue to streamline and objectively manage towards remaining competitive in the business.

Appreciation

On behalf of the Board of Directors, I express our deepest appreciation to our shareholders, business partners and associates,customers and agents for their continuous support and confidence in PDZH.

We would also like to thank the management and employees of the Group for their commitment and dedication to their work

throughout the year.

Last but not least, I thank my fellow colleagues on the Board for their contribution and active participation on the Board and lookforward to their continued support.

Tan Sri Dato Tan Hua ChoonChairman

8

CHAIRMANS STATEMENT


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REVENUE (RM MILLION)

SHAREHOLDERS FUNDS (RM MILLION)

PROFIT / (LOSS) FOR THE FINANCIAL YEAR

ATTRIBUTABLE TO EQUITY HOLDERSOF THE COMPANY (RM MILLION)

NET ASSETS PER SHARE (SEN)

8.0862005

6.8212006

6.4892007

7.6132008

0 5-5-10-15 10

( 12.584 ) 2009

183.147

196.565

230.075

236.055

205.291

2005

2006

2007

2008

0 50 100 150 200 250

2009

10.55

11.09

11.58

12.93

11.13

2005

2006

2007

2008

2009

0 2 4 6 8 10 12 14

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FINANCIAL HIGHLIGHTS

2005 2006 2007 2008 2009RM 000 RM 000 RM 000 RM 000 RM 000

Revenue 183,147 196,565 230,075 236,055 205,291

Profit/(loss) before tax 9,189 7,845 7,612 9,280 (11,501)

Profit/(loss) for thefinancial year attributable toequity holders of the Company 8,086 6,821 6,489 7,613 (12,584)

Dividends - tax exempt 0 2,688 2,688 3,043 3,043

Dividend rate (%) 0 3.5 3.5 3.5 3.5

Shareholders funds 80,991 85,129 88,926 112,373 96,772

Basic earnings/(loss) per share (sen) 1.06 0.89 0.85 0.90 (1.45)Net assets per share (sen) 10.55 11.09 11.58 12.93 11.13

0 20 40 60 80 100 120

80.991

85.129

88.926

112.373

96.772

2005

2006

2007

2008

2009


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CORPORATE GOVERNANCE REPORT

The Board of Directors of PDZ Holdings Bhd (PDZH) acknowledges the importance of maintaining good corporate governance inthe Group and is committed to ensure that the principles and best practices of corporate governance as set out in the Malaysian Code

on Corporate Governance (the Code) are being observed.

The Board is pleased to report on how the Group had applied the principles contained in the Code and the extent to which ithas complied with the Best Practices of the Code as required under the Bursa Malaysia Securities Berhad Main Market ListingRequirements (MMLR).

A Board of Directors

(a) The Board

The Board of Directors comprises members with a wide range of experience in shipping, management, marketing,banking, administration,finance and accounting. The combination of skills and experience of the Directors set forth asynergy of strength in charting the directions of the Group. The Directors profile of the Company are set out in pages

5 to 6 of the Annual Report.The Board has overall responsibility for the strategic directions of the Group and oversees the Groups businesses toensure that they are properly managed and carried out. It has further adopted the pertinent responsibilities as listed inthe Code to facilitate the discharge of the Boards stewardship responsibilities.

(b) Board Commit tees

There are three committees of the Board, namely the Audit Committee, Nomination Committee and RemunerationCommittee. All these committees have written terms of reference to govern their respective responsibilities. Each of thecommittees have the authority to examine particular issues and report back to the Board with their recommendations.The ultimate decision on all matters lie with the Board.

Audit Committee

The composition and terms of reference of the Audit Committee together with its report are presented on pages 17 to19 of the Annual Report.

Nomination Committee

The Nomination Committee was established by the Board on 25 March 2002 comprising exclusively of Non-ExecutiveDirectors, a majority of whom are independent, with the responsibility of proposing new nominees for the Boardincluding the Boards committees and carrying out the process of assessing the performance and contribution of eachindividual Director and overall effectiveness of the Board on an ongoing basis. All assessments and evaluations carriedout will be properly documented.

The members of the Nomination Committee are:-

(1) Dato Ismail Bin Hamzah(2) Mr Teh Kay Yeong

The Nomination Committee will also assist the Board to review annually its required mix of skills and experience andother qualities, including core competencies which the Non-Executive Directors should bring to the Board.

The Nomination Committee met once during the reportingfinancial year with full attendance of all its members.

Remuneration Committee

The Remuneration Committee was established by the Board on 25 March 2002 and comprises wholly of Non-Executive

Directors. The members of the Remuneration Committee are :-

(1) Dato Ismail Bin Hamzah(2) Mr Teh Kay Yeong


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A Board of Directors (continued)

Remuneration Committee (continued)

The main responsibility of the Remuneration Committee is to recommend to the Board the remuneration of theExecutive Directors in all its forms, drawing from outside advice where necessary. The Remuneration Committee alsoreviews Non-Executive Directors remunerations on an annual basis. The Executive Directors play no part in decisionson their own remenerations.

The Remuneration Committee met once in the reporting financial year with full attendance of all its members.

(c) Board Balance

The Board currently has six (6) members, comprising four (4) Non-Executive Directors (including the Chairman) andtwo (2) Executive Directors. Of the four (4) Non-Executive Directors, two (2) are Independent. Therefore, the Companyhas fully complied with the requirements of the MMLR for Independent Non-Executive Directors to make up at leastone third of the Board membership as well as the requirement for a director who is a member of the Malaysian Instituteof Accountants to sit in the Audit Committee.

The composition of the Board is deemed fairly balanced to complement itself in providing the industry-specificknowledge, technical and commercial experience. This balance enables the Board to provide clear and effectiveleadership to the Company and to bring informed and independent judgement to various aspects of the Companysstrategies and performance.

There is a clear division of responsibility between the Executive Directors to ensure a proper balance of power andauthority. Decisions made by the Board are communicated through the Executive Directors to the senior managementteam.

The presence of Independent Non-Executive Directors fulfills a pivotal role in corporate governance accountability, asthey provide unbiased and independent views and advice in ensuring that the strategies proposed by the managementare fully deliberated and examined in the long-term interests of the Group, as well as the shareholders, employees,customers, suppliers and the many communities in which the Group conducts its business.

(d) Board of Directors Meeting

The Board meets to review and discuss matters specifically reserved to itself for decision to ensure that the directionand control of the Group isfirmly in its hands. Key matters tabled at Board meetings include review and adoption of theGroups quarterly and year endfinancial results, business plan, annual budget, assets acquisition, approval on majorcapital expenditure projects, consideration of significant financial matters, Group policies and delegated authoritylimits.

Three official board meetings were held during the reporting financial year with full attendance of all Directors, andall deliberation and conclusions thereon had been properly recorded by the Company Secretary present at themeetings.

(e) Supply of Information

All Directors are provided with an agenda and a set of Board papers prior to the Board meetings or Committee meetingsto enable the Directors to obtain further information or explanations, where necessary, in order to be briefed properlybefore the meeting. The Board papers covered in a comprehensive manner all items in the agenda and include, amongothers, Groupfinancial performance, industry trends, business plans and proposals, quarterly result announcements,proposed policies and procedures, operational issues and updates on statutory regulations and requirements affectingthe Company and the Group.

The minutes of each Board and Committee meeting(s) are also circulated to the Directors to be confirmed and notedrespectively at the next of each meeting. All minutes of Board and Committee meeting(s) are kept in the Minute Booksat the Registered Office of the Company.


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A Board of Directors (continued)

(e) Supply of Information

In addition, the Board has a schedule of matters specifically reserved for its deliberation, such as approval of corporateplans and budgets, material acquisitions and disposal of assets, major capital projects, financial results and boardappointments. The schedule ensures that the direction and control of the Group is in the hands of the Board.

All members of the Board, whether as a full Board or in their individual capacity, have ready and direct access to theadvice and services of the Company Secretaries to assist them in the furtherance of their duties. Where necessary, theBoard may engage independent professional advisers at the Groups expense on specialised issues to enable themto discharge their duties proficiently.

(f) Appointments to the Board

The appointment of new directors is the responsibility of the full Board after considering recommendations of theNomination Committee, which had established a formal and transparent procedure in relation to the assessment ofcandidates for appointment as directors.

(g) Directors Training

In compliance with the MMLR, all the Directors have completed the Mandatory Accreditation Programme accreditedby Bursa Securities.

The Directors are also encouraged to attend education programmes and seminars to equip themselves to effectivelydischarge their duties as Directors.

Conferences, seminars and training programmes attended by all the Directors during thefinancial year are summarisedas follows:-

Title Area of Focus

1. Financial Reporting During Financial Turbulence Accounting & Economics

2. Functions & Powers of the Board of Directors Legislation (Amendment to Companies Act, 1965)

3. Substantial Property Transaction by Directorsor substantial shareholders Legislation (Amendment to Companies Act, 1965)

4. Directors Duties, The Impact of Capital Market and

Services Act, 2007 & Companies Act Revamp in 2007 Corporate Governance & Legislation

5. Best Practices of Boardroom Affairs Corporate Governance

The Directors will on a continuous basis, evaluate and ascertain their training needs to keep abreast with the currentregulatory issues and development in various aspects of the business environment.

(h) Re-Election of DirectorsIn accordance with the Companys Memorandum and Articles of Association, one third of the Board members arerequired to retire at every Annual General Meeting and, if they offer themselves for re-election, be subject to re-electionby shareholders. Newly appointed directors shall hold office until the next Annual General Meeting and shall then beeligible for re-election by the shareholders. All directors shall retire from office at least once in every three (3) years butshall be eligible for re-election.



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B Directors Remuneration

The Board endeavours to ensure that the levels of remuneration offered for directors are sufficient to attract and retain

people needed to run the Group successfully. In the case of Executive Directors, the component parts of remunerationare structured to link rewards to corporate and individual performance. In the case of Non-Executive Directors, the level of

remuneration reflects the experience and level of responsibilities undertaken by the particular non-executive concerned.

The details of Directors Remuneration payable to all the Directors of the Company during thefinancial year ended 30 June2009 are as follows:-

(i) Aggregate remuneration of Directors categorised into the following components:-

Executive Non-ExecutiveType of Remuneration Directors Directors Total

(RM) (RM) (RM)

(a) Fees 0 38,500 38,500

(b) Salaries and other emoluments 663,351 0 663,351

(c) Estimated value of benefits-in-kind 0 0 0

Total 663,351 38,500 701,851

(ii) The number of Directors whose remuneration fall within the following bands:

Number ofBand (RM) Number of Non-Executive

Executive Directors Directors

1- 50,000 0 4

50,001-100,000 1 0

100,001-550,000 0 0

550,001-600,000 1 0

Total 2 4

Note: The above disclosures conform with the requirement under Appendix 9C Part A(11) of MMLR. Details of remunerationof individual Directors are not revealed for security and confidentiality reason.

C Relationship with Shareholders and Investors

The Board recognises the importance of being accountable to the Groups investors and shareholders and as such maintains

a constructive communication policy that enables the Board and the Management to communicate effectively with theshareholders, stakeholders and investors generally.

In addition to the Companys compliance with the continuing disclosure obligations contained in the MMLR, shareholders

are kept informed of the Groups progress through the Annual Reports, quarterly financial statements and at the CompanysAnnual General Meetings (AGM).


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C Relationship with Shareholders and Investors (continued)

The Board of Directors of the Company hold the view that the AGM serves as the primary means of communicating withthe shareholders and investors. At each of the AGM, the Board presents the progress and performance of the Groupsbusinesses and provides shareholders and investors with an opportunity to put their questions in person. The members ofthe Board together with the External Auditors are available to respond to the shareholders questions during the meeting.Extraordinary General Meeting (EGM) is held as and when shareholders approvals are required on specific matters.Notices of AGM and EGM are issued in a timely manner to all shareholders whose names appear on the CompanysRegister of Depositors supplied by the Bursa Malaysia Depository.

In addition, the shareholders may also address their concerns, if any, to Dato Ismail Bin Hamzah, the senior independentNon-Executive Director of the Company, via fax no. 603-4043 6750 or via the Companys website, www.pdzlines.com or bymail to the Companys registered office.

D Accountability and Audit

Relationship wi th the Auditors

The role of the Audit Committee in relation to the External Audit is described on page 17 to 20 of the Annual Report. TheCompany has always maintained a transparent relationship with its Auditors in seeking their professional advice towardsensuring compliance with the relevant accounting standards.

Internal Control

The Statement on Internal Control furnished on pages 21 to 22 of the Annual Report provides an overview of the state ofinternal controls within the Group.

Financial Reporting

The Audit Committee reviews the Groups quarterly results and annual financial statements to ensure correctness andadequacy. Thereafter, the said results andfinancial statements are presented to the Board, who is responsible for ensuringthat the quarterly results and financial statements of the Group present a balanced and fair assessment of the Groupsfinancial position and prospects. The quarterly results are released to the Bursa Securities via BURSA LINK after the Boardhas adopted them. The Statement by Directors pursuant to Section 169(15) of the Companies Act, 1965 is set out on page27 of the Annual Report.

E Other Information

Non-audit fees

Non-audit fees paid to external auditors for the financial year ended 30 June 2009 amounted to RM60,000.

Material Contracts

There were no material contracts entered into by the Company and its subsidiaries which involve Directors and majorshareholders interests since the previous financial year ended 30 June 2008.

Revaluation Policy

The Company does not have any revaluation policy on landed properties.

Options, Warrants Or Convertible Securities

The Company did not issue any options, warrants or convertible securities in the financial year ended 30 June 2009.


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F Corporate Social Responsibil ity (CSR)

A culture of corporate responsibility has proven its worth in pursuing the Groups key business objectives and deliveringbetter returns to the stakeholders.

Throughout the year, the Group continued to carry out its CSR activities focusing on the following aspects :

Community

The Group participates in organisations that seek to provide opportunities for civic, economic and educational growth, socialand physical health. Participation takes various forms and includes benevolent initiatives such as gifts, sponsorships, anddonations in-kind.

Work Place

Our employees are the core of our success and growth. To ensure employees at every level make the fullest contributionto the Groups performance and to the achievement of goals, we seek to recruit people with the right skills and quality. Aspart of our human capital developments, the Group arranged or encouraged them to attend training programs focusing onjob related and management development programs to enhance their job performance and career advancement.

Every opportunity is taken for staff of all levels to socialise and mingle after office hours. Apart from organising sports andgames for staff, we also hold functions such as monthly birthday tea-parties, festival celebrations and annual dinners tostrengthen the bonds of friendship and instill a sense of belonging among employees.

As part of our efforts to boost staff morale, we arranged company outings to further bridge the communication and bondingbetween the management and staff.

The Group presents long service awards to employees in appreciation of their loyalty and commitment to the Company.Employees are also provided with adequate medical benefits including hospitalisation and personal accident insurances.

Safety & Environment

On this aspect, we ensure that worksites and surrounding areas are well maintained with high safety standards. Safetyand environmental pollution awareness programs are conducted regularly for all our staff. Regular ship security internalaudits are carried out for our vessels in compliance with the International Ship & Port Facility Security Code (ISPS) by ourdedicated team.

We place high priority on fuel management and considerable effort is expended on our schedule planning and developmentof optimal route to conserve fuel. Fueling guidelines have been drawn up to monitor fuel usage.

We also emphasise the recycling of paper, reading material and other consumables in our offices.

Market place

The Groups corporate responsibility initiatives are evident through its engagement with all stakeholders including employees,customers, suppliers, local communities and host government authorities where it operates.

We have continued to maintain our market share, an indication of good management which is expected to deliver long termperformance and signals better risk management capabilities, especially in the current climate of uncertainty amidst thevolatilefinancial and economic turmoil.

The Group is committed to maintaining its corporate practices and enhancing a fair return on the shareholders investmentsthrough its good business practices. During the shareholders meetings we take the opportunity to further provide ourshareholders a better understanding of the Groups progress and performance.


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G Directors Responsib ilities Statement

In connection with the preparation of the annual financial statements of the Company and the Group, the Directors arerequired to ensure that the financial statements are drawn up so as to exhibit a true and fair view of the state of affairs ofthe Company and the Group together with their results and the cash flows for the financial year ended 30 June 2009 inaccordance with the MASB Approved Accounting Standards in Malaysia for Entities other than Private Entities and theprovisions of the Companies Act, 1965.

The Directors are responsible for ensuring adequacy of accounting records which disclose with reasonable accuracy atany time thefinancial position of the Company and to enable them to ensure that thefinancial statements comply with theCompanies Act, 1965. They have a general responsibility for taking such steps as are reasonably open to them to safeguardthe assets of the Company to prevent and detect fraud and other irregularities.


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AUDIT COMMITTEE REPORT

The Board of PDZ Holdings Bhd (PDZH or Company) is pleased to present the Report on the Audit Committee for the financialyear ended 30 June 2009 as follows:-

COMPOSITION OF THE AUDIT COMMITTEE

Dato Ismail Bin Hamzah (Chairman)Independent Non-Executive Director

Dato Hamzah Bin Mohd Salleh (Appointed with effect from 31 January 2009)Non-Independent Non-Executive Director

Mr Teh Kay YeongIndependent Non-Executive Director (MIA)

Mr Thor Poh Seng (Resigned with effect from 31 January 2009)Executive Director

TERMS OF REFERENCE

Membership

The PDZH Audit Committee (the Audit Committee or the Committee) shall be appointed by the Board from amongst their numberand shall consist of not less than 3 members, a majority of whom shall be independent non-executive directors. Executive Directorand alternate director cannot be appointed as member of the Committee. In the event of any vacancy in the Committee which resultsin non-compliance of paragraph 15.09(1) of the Bursa Malaysia Securities Berhad Main Market Listing Requirements (MMLR), the

vacancy shall befilled within 3 months.

At least one member of the Committee must be qualified under paragraph 15.09(1)(c) of the MMLR.

The Chairman of the Committee shall be an independent non-executive director appointed by the Board.

Frequency of Meetings

Meetings shall be held not less than four times a year. In addition, the Chairman of the Committee may call a meeting of theCommittee upon the request of the external auditors, to consider any matter the external auditors believe should be brought to theattention of the Board and shareholders.

Majority members present in person who are independent non-executive directors shall be a quorum.

Secretary

The Company Secretary shall be the Secretary of the Committee.


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Authority

The Audit Committee shall, at the Companys expense, have the following authority and rights:-

1. full and unrestricted access to any information and documents from the external auditors and senior management of theCompany and the Group which are relevant to the activities of the Company.

2. be provided with the necessary resources which are required to perform its duties.

3. the right to investigate into any matter within its Terms of Reference and as such, have direct communication channel withthe external auditors and persons carrying out the internal audit function of the Company.

4. the liberty to obtain independent professional advice and to secure the attendance of such external parties with relevantexperience and expertise at its meeting if it considers this necessary.

5. be able to convene meetings with the external auditors, the internal auditors or both, excluding the attendance of theExecutive Directors and employees of the Group, whenever deemed necessary.

6. may extend invitation to other non-member directors and officers of the Company to attend a specific meeting, wheneverdeemed necessary.

Duties

The Audit Committee shall report to the Board of Directors either formally in writing, or verbally, as it considers appropriate on thematters within its Terms Of Reference.

The duties of the Audit Committee shall be :-

1. To review the audit plan with the external auditors;

2. To review the audit report with the external auditors;

3. To review the assistance given by the Companys officers to the external auditors and to meet with the external auditorswithout executive board members present at least twice a year;

4. To review the quarterly results and year-end financial statements of the Company and the Group, prior to the approval bythe Board, focusing particularly on:

a. changes in or implementation of major accounting policies;

b. significant and unusual events; and

c. compliance with accounting standards, regulatory and other legal requirements.

5. To review any related party transaction and conflict of interest situation that may arise within the Company and the Groupincluding any transaction, procedure or course of conduct that raises questions of management integrity;

6. To review the adequacy of the scope, functions, competency and resources of the internal audit function and to ensure thatit has the necessary authority to carry out its work;

7. To take cognisance of resignations of internal audit staff members and provide the resigning staff member an opportunity to

submit his/her reasons for resigning, if the staff member concerned so desires;

8. To review any internal audit programme, processes, the results of the internal audit programme, processes or investigationsundertaken and whether or not appropriate action is taken on the recommendations of the internal audit function;

9. To review any evaluation made on the systems of internal controls with the internal and external auditors;


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Duties (continued)

10. To recommend to the Board of Directors the appointment of the external auditors and the level of their fees;

11. To consider any resignation or removal of the External Auditors, and to furnish such written explanation or representationfrom the External Auditors to Bursa Malaysia Securities Berhad;

12. To review whether there is reason (supported by grounds) to believe that the external auditors are not suitable for re-appointment;

13. The Chairman of the Audit Committee should engage on a continuous basis with senior management, the head of internalaudit and the external auditors in order to be kept informed of matters affecting the Company; and

14. To undertake such other functions as may be agreed by the Audit Committee and the Board.

Performance Review

The term of office and performance of the Audit Committee and each of its members shall be reviewed by the Board of Directors ofthe Company at least once every three (3) years to determine whether the Committee and members have carried out their duties inaccordance with the Audit Committees Terms of Reference.

Meetings of the Audit Committee

The Audit Committee met four (4) times during the financial year ended 30 June 2009. There were full attendance of all the committee

members at each meeting.

The Groups Internal Audit Consultants, Financial Controller and other non-member Directors attended the meetings by invitation.The Committee had also met with the external auditors twice during the financial year without the presence of the executive boardmembers and management.

The minutes of each Audit Committee Meeting were documented and distributed to all members of the Board.


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SUMMARY OF ACTIVITIES OF THE COMMITTEE

The activities of the Audit Committee during the financial year ended 30 June 2009, included:-

1. reviewed the unaudited quarterly reports on the consolidated results of the Group prior to tabling of the same to the Boardof Directors.

2. reviewed the accounting issues arising from the updates of new developments on accounting standards, amendments andinterpretations.

3. reviewed the external auditors report in relation to their audit findings and accounting issues arising from the audit of theGroup for thefinancial year ended 30 June 2008.

4. considered matters relating to corporate governance in compliance with the MMLR and the Malaysian Code on Corporate

Governance.

5. reviewed with the internal audit consultant, external auditors and the management, the adequacy of the existing policies,procedures and systems of internal control of the Group, as well as recommended procedures for improvements orenhancements.

6. reviewed internal audit reports and ensured that appropriate action has been taken by the management to implement therecommendations of the internal auditors.

7. reviewed the assistance given by the management to the external auditors.

8. reviewed the audit plan which listed out the audit programme planned by the external audit consultants.

INTERNAL AUDIT FUNCTION

The Group has outsourced its internal audit function to a company specialising in internal auditing and risk management. The principalobjective of the internal audit function is to assist the Board of Directors in maintaining a sound system of internal control within theGroup so as to safeguard the shareholders investment and the Groups assets. The internal audit function is to provide independentassessments to ensure that the system of internal control of the Group is adequate, efficient and effective. The Consultants reportdirectly to the Audit Committee. The scope of the internal audit function covers the audits of all units and operations of the Group.

The internal audit function has adopted a risk-based approach to audit assessments and reviews. The consultants have carried outaudit assignments in accordance with the approved plan and theirfindings, together with any recommendations, have been reporteddirectly to the Audit Committee.

The total cost incurred for the Groups internal audit function in respect of the financial year ended 30 June 2009 was RM105,000.The activity of the internal audit function is detailed in the Statement of Internal Control on pages 21 to 22 of this Annual Report.


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21

STATEMENT ON INTERNAL CONTROL

The Board of PDZ Holdings Bhd is committed to continuously improving the Groups system of internal controls and is pleased topresent the following Statement on Internal Control pursuant to Paragraph 15.26(b) of the Bursa Securities Main Market Listing

Requirements and the Statement on Internal Control: Guidance For Directors of Public Listed Companies.

1. Boards Responsib ility

The Board recognises the importance of sound controls and risk management practices to good corporate governance. TheBoard acknowledges its overall responsibility for the Groups system of internal controls and risk management which includesreviewing its effectiveness, adequacy and integrity. However, the Board is equally aware that due to the limitations that areinherent in any system of internal controls, such a system can only be designed to manage rather than totally eliminate the riskof failure to achieve business objectives. In this regard, the system can only provide reasonable and not absolute assuranceagainst material misstatement, loss or other significantly adverse consequences. The system of internal controls coversfinancial,operational and compliance controls and risk management procedures.

2. Key Elements of Internal Contro l

Risk Management and Internal Audit

The overall risk management practice of the Group involves an ongoing process designed to identify the principal risks to theachievement of the Groups policies, goals and objectives, to evaluate the nature and extent of those risks and to proactivelymanage them efficiently, effectively and economically.

The Management with the assistance of the internal audit consultants regularly review the Groups system of internal controls forits adequacy and effectiveness in managing key risks. The internal audit function focuses on areas of priority as determined by

the business risk profile of the Group.

Where any significant weaknesses have been identified, improvement measures are recommended to strengthen controls.

The heads of department are responsible for managing key risks applicable to their areas of business activities on a continuousbasis. Any operational matters and issues are regularly reviewed and resolved by the Management team at Management meeting.Through these mechanisms, risks will be identified in a timely manner, their implications will be assessed and control procedureswill be re-evaluated accordingly.

During thefinancial year under review, the internal audit function reviewed cargo handling expenses; as well as control processeson billings, credit control, payments processing, port operation and container logistics management of the following subsidiaryagencies:-

PDZ Shipping Agency (Johor) Sdn Bhd;

PDZ Shipping Agency (Kuching) Sdn Bhd; and

PDZ Shipping Agency (Sabah)Sdn Bhd.

The internal audit reports were duly deliberated and endorsed by the Audit Committee.


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STATEMENT ON INTERNAL CONTROL

2. Key Elements of Internal Control (continued)

Other Key Elements of Internal Controls

Other key elements of the Groups system of internal controls are as follows:

The Group has an appropriate organisational structure for planning, executing, controlling and monitoring businessoperations in order to achieve the Groups business objectives. Lines of responsibility and delegations of authority areclearly defined.

To ensure uniformity and consistency of practices and controls within the Group, Standard Operating Procedures have beenformalised and documented for the key business processes.

Business units prepare an annual budget and present it to the Board for approval. Any variances of actual performanceagainst budget are monitored and reported in the monthly management meetings. The results are consolidated andpresented to the Board on a regular basis.

The Groups vessels are subject to regulatory requirements; the vessels complied with the requirements of InternationalSafety Management Code (ISM), International Ship and Port Facility Security Code (ISPS) and are certified by classsurveyors.

The Executive Directors act as the channel of communication between the Board and the Management. The ExecutiveDirectors are empowered to manage the businesses of the Group and implement the Boards directives and policies.

Investment options are referred to the Board for review and decision.

Regular internal audit visits are carried out to provide independent assurance on the effectiveness of the Companys systemof internal controls and advising Management on areas for further improvements.

The Audit Committee meets at least four times a year and regularly reviews the effectiveness of the Groups system ofinternal controls. The Committee meets with the internal auditors and external auditors to review their reports.


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Directors Report

Statement by Directors

Statutory Declaration

Independent Auditors Report

Income Statements

Balance Sheets

Consolidated Statement of Changes in Equity

Company Statement of Changes in Equity

Cash Flow Statements

Notes to the Financial Statements

24

27

27

28

30

31

32

33

34

36

Financial Statements


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DIRECTORS REPORTFOR THE FINANCIAL YEAR ENDED 30 JUNE 2009

The Directors hereby submit their annual report to the members together with the audited financial statements of the Group andCompany for thefinancial year ended 30 June 2009.

PRINCIPAL ACTIVITIES

The principal activity of the Company is that of an investment holding company. The principal activities of the Group consist ofshipping and provision of related services.

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

FINANCIAL RESULTS Group Company

RM000 RM000

Loss for thefinancial year (11,975) (15,288)

DIVIDENDS

The dividends on ordinary shares paid by the Company since 30 June 2008 was as follows: RM000

In respect of thefinancial year ended 30 June 2008, first andfinaltax exempt dividend of 3.5% per share of RM0.10 each, on

869,321,280 shares paid on 14 January 2009 3,043

The Directors do not recommend the payment of any dividend in respect of the financial year ended 30 June 2009.

RESERVES AND PROVISIONS

All material transfers to or from reserves and provisions during the financial year are shown in thefinancial statements.

DIRECTORS

The Directors who have held office during the period since the date of the last report are as follows:

Tan Sri Dato Tan Hua Choon

Thor Poh Seng

Lim Jian Hoo


Dato Hamzah Bin Mohd Salleh

Teh Kay Yeong

In accordance with the Companys Articles of Association, Thor Poh Seng and Dato Ismail Bin Hamzah retire at the forthcomingAnnual General Meeting and, being eligible, offer themselves for re-election.


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DIRECTORS BENEFITS

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

Since the end of the previous financial year, no Director has received or become entitled to receive a benefit (other than Directorsremuneration as disclosed in Note 9 to thefinancial statements) by reason of a contract made by the Company or a related corporationwith the Director or with a firm of which he is a member, or with a company in which he has a substantial financial interest.

DIRECTORS INTERESTS IN SHARES

According to the register of Directors shareholdings, particulars of interests of Directors who held office at the end of the financialyear in shares in the Company and its related corporations are as follows:

In the Company Number of ordinary shares of RM0.10 each At

1.7.2008 Bought Sold 30.6.2009

Tan Sri Dato Tan Hua Choon 166,330,170 0 0 166,330,170Thor Poh Seng 175,000 0 0 175,000Lim Jian Hoo 5,000,000 0 0 5,000,000

In the subsid iary,Fokus Marine Sdn. Bhd. Number of ordinary shares of RM1.00 each At At

1.7.2008 Bought Sold 30.6.2009

Lim Jian Hoo 1 0 0 1

By virtue of the above Directors interest in the shares of the Company, they are deemed to have an interest in the shares of thesubsidiaries of the Company to the extent the Company has an interest.

Other than as disclosed above, according to the register of Directors shareholdings, the Directors in office at the end of thefinancial

year did not hold any interest in shares in the Company and its related corporations during the financial year.


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STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS

Before the income statements and balance sheets were made out, the Directors took reasonable steps:

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

(b) to ensure that any current assets, other than debts, which were unlikely to realise in the ordinary course of business their valuesas shown in the accounting records of the Group and Company had been written down to an amount which they might beexpected so to realise.

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

(a) which would render the amounts written off for bad debts or the amount of the allowance for doubtful debts in the financial

statements of the Group and Company inadequate to any substantial extent; or(b) which would render the values attributed to current assets in thefinancial statements of the Group and Company misleading; or

(c) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and Companymisleading or inappropriate.

No contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months afterthe end of thefinancial year which, in the opinion of the Directors, will or may affect the ability of the Group or Company to meet theirobligations when they fall due.

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

(a) any charge on the assets of the Group or Company which has arisen since the end of thefinancial year which secures the liabilityof any other person; or

(b) any contingent liability of the Group or Company which has arisen since the end of the financial year.

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

In the opinion of the Directors:

(a) the results of the Groups and Companys operations during the financial year were not substantially affected by any item,transaction or event of a material and unusual nature; and

(b) there has not arisen in the interval between the end of thefinancial year and the date of this report any item, transaction orevent of a material and unusual nature likely to affect substantially the results of the operations of the Group or Company for the

financial year in which this report is made.

AUDITORS

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

Signed on behalf of the Board of Directors in accordance with their resolution dated 9 September 2009.

THOR POH SENG LIM JIAN HOODIRECTOR DIRECTOR



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We, Thor Poh Seng and Lim Jian Hoo, two of the Directors of PDZ Holdings Bhd, state that, in the opinion of the Directors, thefinancial statements set out on pages 30 to 65 are drawn up so as to give a true and fair view of the state of affairs of the Group and

Company as at 30 June 2009 and of the results and cashflows of the Group and Company for the

financial year ended on that datein accordance with the provisions of the Companies Act, 1965 and MASB Approved Accounting Standards in Malaysia for Entities

Other than Private Entities.

Signed on behalf of the Board of Directors in accordance with their resolution dated 9 September 2009.

THOR POH SENG LIM JIAN HOO

DIRECTOR DIRECTOR

I, Lee Bee Kwan, the officer primarily responsible for the financial management of PDZ Holdings Bhd, do solemnly and sincerelydeclare that the financial statements set out on pages 30 to 65 are, in my opinion, correct and I make this solemn declarationconscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, 1960.

LEE BEE KWAN

Subscribed and solemnly declared by the abovenamed Lee Bee Kwan at Kuala Lumpur on 9 September 2009, before me.

ARSHAD ABDULLAHCOMMISSIONER FOR OATHS(NO. W 550)

STATEMENT BY DIRECTORSPURSUANT TO SECTION 169(15) OF THE COMPANIES ACT, 1965

STATUTORY DECLARATIONPURSUANT TO SECTION 169(16) OF THE COMPANIES ACT, 1965


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INDEPENDENT AUDITORS REPORTTO THE MEMBERS OF PDZ HOLDINGS BHD

REPORT ON THE FINANCIAL STATEMENTS

We have audited thefinancial statements of PDZ Holdings Bhd, which comprise the balance sheets as at 30 June 2009 of the Groupand of the Company, and the income statements, statements of changes in equity and cashflow statements of the Group and of theCompany for thefinancial year then ended, and a summary of significant accounting policies and other explanatory notes, as set outon pages 30 to 65.

Directors Responsib ility for the Financial Statements

The Directors of the Company are responsible for the preparation and fair presentation of these financial statements in accordancewith MASB Approved Accounting Standards in Malaysia for Entities Other than Private Entities and the Companies Act, 1965. Thisresponsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentationoffinancial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate

accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditors Responsibility

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

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

and fair presentation of thefinancial statements in order to design audit procedures that are appropriate in the circumstances, but notfor the purpose of expressing an opinion on the effectiveness of the Companys internal control. An audit also includes evaluatingthe appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well asevaluating the overall presentation of thefinancial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements have been properly drawn up in accordance with MASB Approved Accounting Standardsin Malaysia for Entities Other than Private Entities and the Companies Act, 1965 so as to give a true and fair view of the financialposition of the Group and of the Company as of 30 June 2009 and of theirfinancial performance and cashflows for thefinancial yearthen ended.


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INDEPENDENT AUDITORS REPORT

TO THE MEMBERS OF PDZ HOLDINGS BHD

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and itssubsidiaries 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, whichare indicated in Note 14 to thefinancial statements.

(c) We are satisfied that the accounts of the subsidiaries that have been consolidated with the Companys financial statements arein form and content appropriate and proper for the purposes of the preparation of the financial statements of the Group and wehave received satisfactory information and explanations required by us for those purposes.

(d) The audit reports on the accounts of the subsidiaries did not contain any qualification or any adverse comment made underSection 174(3) of the Act.

OTHER MATTERS

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

PRICEWATERHOUSECOOPERS CHO CHOO MENG(No. AF: 1146) (No. 2082/09/10 (J/PH))Chartered Accountants Chartered Accountant

Kuala Lumpur9 September 2009


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Group Company Note 2009 2008 2009 2008

RM000 RM000 RM000 RM000

Revenue 5 205,291 236,055 154 4,250

Cost of sales (202,428) (219,508) 0 0Gross profit 2,863 16,547 154 4,250

Other operating income 2,174 9,849 1,300 2,986

Administrative expenses (15,123) (17,046) (428) (862)

Other operating expenses (1,411) (19) (16,314) (405)Finance costs 6 (4) (51) 0 0(Loss)/profit before tax 7 (11,501) 9,280 (15,288) 5,969

Taxation 10 (474) (739) 0 (216)(Loss)/profit for thefinancial year (11,975) 8,541 (15,288) 5,753

Attributable to:Equity holders of the Company (12,584) 7,613 (15,288) 5,753Minority interests 609 928 0 0(Loss)/profit for thefinancial year (11,975) 8,541 (15,288) 5,753

(Loss)/earnings per share of RM0.10 eachattributable to ordinary equity

holders of the Company (sen) 11 (1.45) 0.90

INCOME STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2009


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RM000 RM000 RM000 RM000

NON-CURRENT ASSETSProperty, vessels, plant and equipment 12 64,230 77,172 312 416Prepaid lease rental 13 1,811 1,854 0 0Subsidiaries 14 0 0 4,653 3,356Goodwill on consolidation 15 7 7 0 0

66,048 79,033 4,965 3,772

CURRENT ASSETS

Bunker on board 16 1,266 3,666 0 0Trade and other receivables 17 18,704 24,363 52 58Amounts due from subsidiaries 18 0 0 70,289 89,624Tax recoverable 155 17 44 6Fixed deposits with licensedbanks 25 20,600 24,805 5,000 5,000

Bank and cash balances 25 11,405 14,533 67 297

52,130 67,384 75,452 94,985

LESS: CURRENT LIABILITIES

Trade and other payables 19 16,394 29,604 117 126Tax payable 94 158 0 0

16,488 29,762 117 126

NET CURRENT ASSETS 35,642 37,622 75,335 94,859

LESS: NON-CURRENT LIABILITYDeferred tax liabilities 21 74 47 8 8

74 47 8 8

101,616 116,608 80,292 98,623

CAPITAL AND RESERVES ATTRIBUTABLETO EQUITY HOLDERS OF THE COMPANY

Share capital 22 86,932 86,932 86,932 86,932Share premium 22 27,589 27,589 27,589 27,589Currency translation differences 391 365 0 0Accumulated losses (18,140) (2,513) (34,229) (15,898)

96,772 112,373 80,292 98,623

MINORITY INTERESTS 4,844 4,235 0 0TOTAL EQUITY 101,616 116,608 80,292 98,623

BALANCE SHEETSAS AT 30 JUNE 2009


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33/70

33

Share Share Accumulated Warrant TotalNote capital premium losses Total reserve equity

RM000 RM000 RM000 RM000 RM000 RM000

At 1 July 2008 86,932 27,589 (15,898) 98,623 0 98,623

Loss for thefinancial year 0 0 (15,288) (15,288) 0 (15,288)Dividends for thefinancial

year ended 30 June 2008 26 0 0 (3,043) (3,043) 0 (3,043)

At 30 June 2009 86,932 27,589 (34,229) 80,292 0 80,292

At 1 July 2007 76,793 18,932 (18,653) 77,072 2,123 79,195

Exercise of warrants 22 10,139 8,657 0 18,796 (2,078) 16,718Profit for thefinancial year 0 0 5,753 5,753 0 5,753Dividends for thefinancial

year ended 30 June 2007 26 0 0 (3,043) (3,043) 0 (3,043)Expiry of warrants 0 0 45 45 (45) 0

At 30 June 2008 86,932 27,589 (15,898) 98,623 0 98,623

COMPANY STATEMENT OF CHANGES IN EQUITYFOR THE FINANCIAL YEAR ENDED 30 JUNE 2009


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RM000 RM000 RM000 RM000

OPERATING ACTIVITIES

(Loss)/profit for thefinancial year (11,975) 8,541 (15,288) 5,753

Adjustments for:Property, vessels, plantand equipment

- depreciation 5,268 7,094 104 89- written off 34 123 0 0

- impairment 292 643 0 0- net loss/(gain) on disposal 319 (6,470) 0 0Amortisation of prepaid lease rental 43 39 0 0Net unrealised (gain)/loss on foreign

exchange (155) 106 0 0Dividend income 0 0 0 (3,641)Interest expense 4 51 0 0Interest income (586) (1,651) (154) (609)Taxation 474 739 0 216Allowance for amount duefrom subsidiary 0 0 16,300 405

Amount due from subsidiaries written off 0 0 11 0Reversal of impairment losson investment in a subsidiary 0 0 (1,300) (2,986)

Investment in subsidiaries written off 0 0 3 0

(6,282) 9,215 (324) (773)

Changes in working capital:Bunker on board 2,400 (285) 0 0Receivables 5,704 2,144 3,030 23,196Payables (13,018) (6,050) (9) (30)

Cashflow from operations (11,196) 5,024 2,697 22,393

Dividend paid (3,043) (3,043) (3,043) (3,043)Dividend paid by subsidiariesto minority shareholders 0 (285) 0 0

Interest paid (4) (51) 0 0Interest received 586 1,651 154 609Tax refund 35 45 35 25Tax paid (684) (669) (73) (62)Net cashflow from operatingactivities (14,306) 2,672 (230) 19,922

CASH FLOW STATEMENTSFOR THE FINANCIAL YEAR ENDED 30 JUNE 2009


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RM000 RM000 RM000 RM000

INVESTING ACTIVITIES

Proceeds from disposal of property, vessels,plant and equipment 8,149 14,044 0 0

Purchase of property, vessels,plant and equipment (1,116) (47,780) 0 (172)

(Placement), net of withdrawaloffixed deposits pledged assecurity (1,030) (62) 0 0

Acquisition of shares in subsidiaries 0 0 0 (59)Dividend income received (net) 0 0 0 3,526Net cashflow from investingactivities 6,003 (33,798) 0 3,295

FINANCING ACTIVITIES

Proceeds from issuance of shares 0 16,730 0 16,730Expenses for expiry and exerciseof warrants 0 (12) 0 (12)

Finance lease principal payments (195) (787) 0 0Advances to a subsidiary company 0 0 0 (46,354)

Net cashflow fromfinancing activities (195) 15,931 0 (29,636)

NET DECREASE INCASH AND CASH EQUIVALENTS (8,498) (15,195) (230) (6,419)

CASH AND CASH EQUIVALENTSAT BEGINNING OF THE FINANCIAL YEAR 38,091 53,088 5,297 11,716

EFFECTS OF CURRENCYTRANSLATION DIFFERENCES 135 198 0 0

CASH AND CASH EQUIVALENTSAT END OF THE FINANCIAL YEAR 25 29,728 38,091 5,067 5,297

CASH FLOW STATEMENTS

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2009


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NOTES TO THE FINANCIAL STATEMENTS30 JUNE 2009

1 GENERAL INFORMATION

The principal activity of the Company is that of an investment holding company. The principal activities of the Group consist ofshipping and the provision of related services.

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

The addresses of the registered office and the principal place of business of the Company are as follows:

Registered office

No. 8, 3rd Floor, Jalan Segambut, 51200 Kuala Lumpur

Principal place of business

No. 1, Jalan Sungai Aur, 42000 Port Klang, Selangor

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Unless otherwise stated, the following accounting policies have been applied consistently in dealing with items which areconsidered material in relation to thefinancial statements. These policies have been consistently applied to all thefinancial yearspresented, unless otherwise stated.

(a) Basis of preparation

Thefinancial statements of the Group and Company have been prepared in accordance with the provisions of the CompaniesAct, 1965 and Financial Reporting Standards, the MASB Approved Accounting Standards in Malaysia for Entities Other than

Private Entities.

Thefinancial statements have been prepared under the historical cost convention except as disclosed in this summary ofsignificant accounting policies.

The preparation offinancial statements in conformity with Financial Reporting Standards requires the use of certain criticalaccounting estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingentassets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses duringthe reportedfinancial year. It also requires Directors to exercise their judgement in the process of applying the Companysaccounting policies. Although these estimates and judgement are based on the Directors best knowledge of current eventsand actions, actual results may differ.

The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significantto thefinancial statements are disclosed in Note 3 to the financial statements.

Standards, amendments to published standards and interpretations that are applicable to the Group and areeffective

There are no new accounting standards, amendments to published standards and new interpretations to existing standardseffective for the Groups financial year ended 30 June 2009 that is applicable to the Group.

Standards, amendments to published standards and interpretations to existing standards that are applicable to theGroup but not yet effective and have not been early adopted, are as fol lows:

The new standards and IC Interpretation that is applicable to the Group, but which the Group has not early adopted, are asfollows:

FRS 8 Operating Segments (effective for annual period beginning on or after 1 July 2009). FRS 8 replaces FRS 1142004Segment Reporting. The new standard requires a management approach, under which segment information ispresented on the same basis as that used for internal reporting purposes. The Group and Company will apply thisstandard when effective.


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NOTES TO THE FINANCIAL STATEMENTS

30 JUNE 2009

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(a) Basis of preparation (continued)

The following new standards and IC Interpretations will be effective for annual period beginning on or after 1 January 2010.The Group will apply these standards and IC Interpretations fromfinancial year beginning on 1 July 2010.

IC Interpretation 9 Reassessment of Embedded Derivatives requires an entity to assess whether an embeddedderivative is required to be separated from the host contract and accounted for as a derivative when the entity firstbecomes a party to the contract. Subsequent reassessment is prohibited unless there is a change in the terms of thecontract that significantly modifies the cash flows that otherwise would be required under the contract, in which casereassessment is required.

IC Interpretation 10 Interim Financial Reporting and Impairment prohibits the impairment losses recognised in aninterim period on goodwill and investments in equity instruments and in financial assets carried at cost to be reversed

at a subsequent balance sheet date. This interpretation is not anticipated to have significant impact on the financialstatements of the Group and Company in the year of initial application.

The Group has applied the transitional provision in the respective standards which exempts entities from disclosingthe possible impact arising from the initial application of the standard on the financial statements of the Group andCompany.

- FRS 139 Financial Instruments: Recognition and Measurement- FRS 7 Financial Instruments: Disclosures

Amendments to FRS 1 First-time Adoption of Financial Reporting Standard and FRS 127 Consolidated and SeparateFinancial Statements: Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate (effective for annualperiod beginning on or after 1 January 2010). These standards allow first-time adopters to use a deemed cost ofeither fair value or the carrying amount under previous accounting practice to measure the initial cost of investmentsin subsidiaries, jointly controlled entities and associates in the separate financial statements. The amendment alsoremoves the definition of the cost method from IAS 27 and replaces it with a requirement to present dividends asincome in the separatefinancial statements of the investor.

Standards, amendments to published standards and interpretations to existing standards that are not yet effectiveand are not relevant to the Group

FRS 123 Borrowing Costs which replaces FRS 1232004, (effective for annual period beginning on or after 1 January2010). This standard requires an entity to capitalise borrowing costs directly attributable to the acquisition, constructionor production of a qualifying asset (one that takes a substantial period of time to get ready for use or sale) as part ofthe cost of that asset. The option of immediately expensing those borrowing costs will be removed. The Group and

Company do not have borrowing costs as at 30 June 2009.

Amendments to FRS 2 Share-based Payment: Vesting Conditions and Cancellations (effective for annual periodbeginning on or after 1 January 2010). This standard clarifies that vesting conditions are service conditions andperformance conditions only. Other features of a share-based payment are not vesting conditions. These featureswould need to be included in the grant date fair value for transactions with employees and others providing similarservices; they would not impact the number of awards expected to vest or valuation there of subsequent to grant date.All cancellations, whether by the entity or by other parties, should receive the same accounting treatment. The Groupand Company do not have share-based payment.

IC Interpretation 11 FRS 2 Group and Treasury Share Transaction (effective for annual period beginning on or after 1January 2010). IC 11 provides guidance on whether share-based transactions involving treasury shares or involving

group entities (for example, options over a parents shares) should be accounted for as equity-settled or cash-settledshare-based payment transactions in the stand-alone accounts of the parent and group companies. The Group andCompany do not have group and treasury share transactions.


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(a) Basis of preparation (continued)

IC Interpretation 13 Customer Loyalty Programmes (effective for annual period beginning on or after 1 January 2010). IC13 clarifies that where goods or services are sold together with a customer loyalty incentive (for example, loyalty pointsor free products), the arrangement is a multiple-element arrangement and the revenue in respect of the considerationreceivable from the customer is allocated between the components of the arrangement using fair values. The Groupand Company do not have customer loyalty programme.

IC Interpretation 14 FRS 119 The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction(effective for annual period beginning on or after 1 January 2010). IC 14 provides guidance on assessing the limit inFRS 119 on the amount of the surplus that can be recognised as an asset. It also explains how the pension asset orliability may be affected by a statutory or contractual minimum funding requirement. The Group and Company do nothave defined benefits.

FRS 4 Insurance Contracts (effective for the annual period beginning on or after 1 January 2010). The Group andCompany do not have insurance contracts.

(b) Economic entities in the Group

(i) Subsidiaries

Subsidiaries are those corporations, partnerships or other entities in which the Group has power to exercise control overthefinancial and operating policies so as to obtain benefits from their activities, generally accompanying a shareholdingof more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisableor convertible are considered when assessing whether the Group controls another entity.

Subsidiaries are consolidated using the purchase method of accounting. The Group has taken advantage of the exemptionprovided by FRS 1222004and FRS 3 to apply these standards prospectively. Accordingly, business combinations enteredinto prior to the respective effective dates have not been restated to comply with these standards.

Under the purchase method of accounting, subsidiaries are fully consolidated from the date on which control istransferred to the Group and are no longer consolidated from the date that control ceases. The cost of an acquisitionis measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at thedate of exchange, plus costs directly attributable to the acquisition.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measuredinitially at their fair values at the acquisition date, irrespective of the extent of any minority interest.

The excess of the cost of acquisition over the fair value of the Groups share of the identifiable net assets acquired atthe date of acquisition is reflected as goodwill. Refer to accounting policy on goodwill as set out in Note 2(c) below. Ifthe cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recogniseddirectly in the income statement.

Minority interest represent that portion of the profit or loss and net assets of a subsidiary attributable to equity intereststhat are not owned, directly or indirectly through subsidiaries, by the parent. It is measured at the minorities share ofthe fair value of the subsidiaries identifiable assets and liabilities at the acquisition date and the minorities share ofchanges in the subsidiaries equity since that date.

Intragroup transactions, balances and unrealised gains on transactions between Group companies are eliminated.Unrealised losses are also eliminated but considered as an impairment indicator of the asset transferred.

The gain or loss on disposal of a subsidiary is the difference between net disposal proceeds and the Groups share ofits net assets as of the date of disposal including the cumulative amount of any exchange differences that relate to thesubsidiary is recognised in the consolidated income statement.

(ii) Transactions with minority interests

The Group applies a policy of treating transaction with minority interests as transactions with parties external tothe Group. Disposals to minority interests result in gains and losses for the Group that are recorded in the incomestatement. Purchases from minority interests result in goodwill, being the difference between any consideration paidand the relevant share of the carrying value of net assets of the subsidiary acquired.


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(c) GoodwillGoodwill represents the excess of the cost of acquisition of subsidiaries over the fair value of the Groups share of theidentifiable net assets at the date of acquisition.

Goodwill is tested annually for impairment and is carried at cost less accumulated impairment losses. Impairment losseson goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relatingto the entity sold.

Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to thosecash-generating units or groups of cash-generating units that are expected to benefit from the synergies of the businesscombination in which the goodwill arose. Refer to accounting policy on impairment of assets as set out in Note 2(h) below.

(d) Revenue recogn ition

Revenue comprises the fair value of the consideration received or receivable for the sale of services in the ordinary courseof the Groups activities. Revenue is shown net of rebates and discounts and after eliminating sales within the Group.

The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economicbenefits will flow to the entity and specific criteria have been met for each of the Groups activities as described below.The amount of revenue is not considered to be reliably measurable until all contingencies relating to the sale have beenresolved. The Group bases its estimates on historical results, taking into consideration the type of customer, the type oftransaction and the specifics of each arrangement.

Freight revenue and other shipping related income

Freight revenue and other shipping related income for completed voyages up to the balance sheet date and their relevant

discharging costs are accrued in the income statement.Revenue and expenses for incomplete voyages are recognised in proportion to their stage of completion. The stage ofcompletion is determined by the number of days of the voyage completed in relation to the total voyage days.

Charter hire

Revenue from vessels deployed under time or voyage charter are recognised on an accrual basis.

Shipping agency and related services

Revenue from the provision of shipping agency and related services are recognised upon rendering of such services.

Interest incomeInterest income is recognised on a time proportion basis, taking into account the principal outstanding and the effective rateover the period to maturity, when it is determined that such income will accrue to the Group. Interest income of the Companyhas been included as part of the Revenue.

Dividend income

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

(e) Property, vessels , plant and equipment

Property, vessels, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment

losses. Cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the assets carrying amount or recognised as a separate asset, as appropriate, only whenit is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can bemeasured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are chargedto the income statement during thefinancial year in which they are incurred.


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(e) Property, vessels , plant and equipment (continued)

Property, vessels, plant and equipment are depreciated on the straight line basis to write off the cost of the assets to theirresidual values over their estimated useful lives, summarised as follows:

Buildings 50 yearsVessels and vessel equipment 6 - 32 years

Dry docking expenditure 2 - 3 yearsPlant and machinery 13 years

Containers 13 yearsMotor vehicles 5 years

Furniture, fixtures and equipment 3 - 10 years

Renovation 3 - 8 years

Costs incurred on dry docking of vessels are accounted for as an acquisition of a separate asset within vessels and aredepreciated over the period to the next dry docking.

PDZ-AnnualReport2009 (909KB)

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