Template D6 (2)

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Company No.:439710-W

Adizan Sdn. Bhd.(Incorporated in Malaysia)

DIRECTORS REPORT

The Directors hereby submit their report together with the audited financial

statements of the Company for the financial year ended 31 January 2010.

Principal activities

The Company is principally engaged in the business of processing and retailingof chicken nuggets.

There have been no significant changes in the activities of the Company duringthe financial year.

Financial results

RM

Profit for the year

Reserves and provisions

There were no material transfers to or from reserves or provisions during thefinancial year.

Dividends

The amount of dividends declared by the Company in respect of the financialyear ended 31 st January 2010 is:

Issue of shares and debentures

On 1 October 2009, the Company increased its issued and paid-up share capitalfrom RM100,000 to RM150,000 by way of issuance of 50,000 ordinary shares of RM1.00 each at par for cash consideration. The new ordinary shares issued rankpari passu with the then existing ordinary shares of the Company.

Share Options

No options have been granted by the Company to any parties during thefinancial year to take up unissued shares of the Company.

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Company No.:439710-WNo shares have been issued during the financial year by virtue of the exercise of any option to take up unissued shares of the Company. As at the end of thefinancial year, there were no unissued shares of the Company under options.

Directors

Directors who served the office since the date of last report are: -

The retirement by rotation of the Directors is in accordance with the CompanysArticles of Association.

Directors Interests in Shares

According to the Register of Directors' Shareholdings, the interests of Directorsin office at the end of the financial year in shares in the Company were asfollows:

Number of ordinary shares of RM1each

As at1.2.200

9

Acquired

Disposed

As at31.1.20

10The Company

According to the Register of Directors Shareholdings, no Director in office, otherthan those disclosed above, held any interest in shares in the Company at theend of the financial year.

Directors' benefits

There were no arrangements during and at the end of the financial year, which

had the object or objects of enabling the Directors of the Company to acquirebenefits by means of the acquisition of shares in or debentures of the Companyor any other body corporate.

Since the end of the previous financial year, no Director of the Company hasreceived or become entitled to receive any benefit (other than disclosed in thefinancial statements) by reason of a contract made by the Company or a relatedcompany with the Director or with a firm of which the Director is a member, orwith a company in which the Director has a substantial financial interest.

Statutory information on the financial statements

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Company No.:439710-WBefore the income statements and balance sheets of the Company were madeout, the Directors took reasonable steps:

(a) to ascertain that action had been taken in relation to the writing off of baddebts and the making of allowance for doubtful debts, and satisfiedthemselves that all known bad debts had been written off and that adequateallowance had been made for doubtful debts; and

(b) to ensure that any current assets, other than debts, which were unlikelyto realise in the ordinary course of business their values as shown in theaccounting records of the Company had been written down to an amountwhich they might be expected 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 amountof the allowance for doubtful debts, in the financial statements of theCompany inadequate to any substantial extent; or

(b) which would render the values attributed to current assets in the financialstatements of the Company misleading; or

(c) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Company misleading or inappropriate.

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

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

(a) any charge on the assets of the Company which has arisen since the endof the financial year which secures the liability of any other person; or

(b) any contingent liability (other than those disclosed in the notes tofinancial statements) of the Company which has arisen since the end of thefinancial year.

At the date of this report, the Directors are not aware of any circumstances nototherwise dealt with in this report or the financial statements that would renderany amount stated in the financial statements misleading.

In the opinion of the Directors,

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Company No.:439710-W(a) the results of the operations of the Company during the financial yearwere not substantially affected by any item, transaction or event of amaterial and unusual nature; and

(b) there has not arisen in the interval between the end of the financial yearand the date of this report any item, transaction or event of a material andunusual nature likely to affect substantially the results of the operations of

the Company for the financial year in which this report is made.

Events Subsequent to Balance Sheet Date

Auditors The auditors, Haris & Co., have expressed their willingness to continue in office.

Signed on behalf of the Board of Directors in accordance with a resolution of theDirectors:

Date:

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Statement by Directors

Pursuant to Section 169(15) of the Companies Act, 1965

We , being two of the Directors of Adizan Sdn. Bhd state that, in the opinion of the Directors, the financial statements set out on pages x to xx, are drawn upin accordance with applicable approved accounting standards in Malaysia so asto give a true and fair view of the state of affairs of the Company at 31 st January2010 and of its results of operations and cash flows for the year ended on thatdate.

Signed in accordance with a resolution of the Directors:

.

Date:

Statutory declaration pursuant toSection 169(16) of the Companies Act, 1965

I, being the Director primarily responsible for the financial management of Gemilang Sdn Bhd., do solemnly and sincerely declare that the financialstatements set out on pages x to xx are, to the best of my knowledge andbelief, correct and I make this solemn declaration conscientiously believing thesame to be true, and by virtue of the provisions of the Statutory DeclarationsAct, 1960.

Subscribed and solemnly declared by the abovenamed ) at )In the state of Negeri Sembilan on )

BEFORE ME:

COMMISIONER FOR OATHS

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Report of The Auditors to The Members of (Incorporated in Malaysia)

We have audited the financial statements of Adizan Sdn. Bhd. set out on pagesX to XX . The preparation of the financial statements is the responsibility of theCompanys Directors.

It is our responsibility to form an independent opinion, based on our audit, onthe financial statements and to report our opinion to you, as a body, inaccordance with Section 174 of the Companies Act 1965 and for no otherpurpose. We do not assume responsibility to any other person for the content of this report.

We conducted our audit in accordance with approved Standards on Auditing inMalaysia. These standards require that we plan and perform the audit to obtainall the information and explanations which we consider necessary to provide uswith evidence to give reasonable assurance that the financial statements arefree of material misstatement. An audit includes examining, on a test basis,evidence relevant to the amounts and disclosures in the financial statements.An audit also includes an assessment of the accounting principles used andsignificant estimates made by the Directors as well as evaluating the overalladequacy of the presentation of information in the financial statements. Webelieve our audit provides a reasonable basis for our opinion.

In our opinion:-

(a) the financial statements are properly drawn up in accordance with theprovisions of the Companies Act, 1965 and applicable approved accountingstandards in Malaysia so as to give a true and fair view of:

i) the state of affairs of the Company at 31 st January 2010 and of itsresults of operations and cash flows for the year ended on that date;and

ii) the matters required by Section 169 of the Companies Act, 1965 to bedealt with in the financial statements of the Company.

(b) the accounting and other records and the registers required by theCompanies Act, 1965 to be kept by the Company have been properly keptin accordance with the provisions of the said Act.

Date:

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Balance sheet at 31 st January 2010

2010Note RM

ASSETSNon-current assetsProperty, plant and equipment

Current assetsInventoriesTrade receivables

Other receivables -DepositCash and bank balances

TOTAL ASSETS

EQUITY AND LIABILITIESShare capitalRetained earning

Shareholders' fund

Non-current liabilitiesHire-purchase creditors

Current liabilitiesTrade payables

Other payables and accrualsHire-purchase creditorsTax payable

TOTAL EQUITY AND LIABILITIES

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

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Income statementfor the year ended 31 January 2010

2010Note RM

RevenueCost of sales

Gross profit -

Other operating income -Sellling and distribution expensesAdministrative expenses

Other operating expeses -

Profit from operation -

Finance cost

Profit before tax -

Tax expense

Profit for the year -


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Gemilang Sdn. Bhd.(Incorporated in Malaysia)

Statement of changes in equityfor the year ended 31 st January 2010

Issued andfully paid

ordinary shares DistributableNominal value Retained

Note of RM1 each earning TotalRM RM RM

At 1st February 2009 - -

Profit for the year - -

Issue of shares -

Dividend in respect of financial year ended:31 January 2010 -

At 31 January 2010 - - -


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Cash flow statementfor the year ended 31 January 2010

Cash flows from operation activities 2010RM

Net cash flows from operating activities

Cash flows from investing activities

Net cash flow from investing activities

Cash flows from financing activities

Net cash flow from financing activities

Net decrease in cash and cashequivalents Cash and cash equivalents at beginningof year Cash and cash equivalents as at end of year


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Notes to the financial statements 31 January 2010

1. General Information

The Company is principally engaged in the business of processing andretailing of chicken nuggets. There have been no significant changes in the activities of the Group and theCompany during the financial year.

The Company is a private limited liability company and incorporated anddomiciled in Malaysia.

The financial statements were authorised for issue by the Board of Directorsin accordance with a resolution of the directors dated.

2. Basis of preparation

(a)Basis of preparation

The financial statements of Company have been prepared under thehistorical cost convention except as disclosed in this summary of

significant accounting policies.The financial statements have been prepared to comply with theprovisions of the Companies Act 1965 and applicable approvedaccounting standards in Malaysia.

(b)Cash and cash equivalents

Cash and cash equivalents comprise of cash in hand, at bank and shortterm deposits and highly liquid investments maturing within three monthsfrom the date of acquisition and are readily convertible to known amountof cash and which are subject to an insignificant risk of changes in value.

3. Summary of significant accounting policies

(a)Property, plant and equipment and depreciation

Property, plant and equipment are stated at cost less accumulateddepreciation and impairment losses. Freehold land is not depreciated.Other property, plant and equipment are depreciated to their residualvalues on a straight line basis over their estimated useful lives. Theprincipal rates used are as follows:-

MachineryMotor vehicles

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Office equipment

The carrying amounts of property, plant and equipment are reviewed ateach balance sheet date to determine whether there is any indication of impairment. An impairment loss is recognised whenever the carryingamount of an item of property, plant and equipment exceeds its

recoverable amount. The impairment loss is recognised as an expense inthe income statement.

Upon disposal of an item of property, plant and equipment, the differencebetween the net disposal proceeds and the net carrying amount isrecognised in the income statement and the revaluation reserve related tothose assets, if any, is transferred directly to retained profits.

(b)Impairment of assets

Property, plant and equipment and other non-current assets are reviewedfor impairment losses whenever events or changes in circumstancesindicate that the carrying amount may not be recoverable. Impairmentloss is recognised for the amount by which the carrying amount of theasset exceeds its recoverable amount. The recoverable amount is thehigher of an assets net selling price and value in use. The impairmentloss is included in the income statement in the period in which theimpairment is identified.

(c)Inventories

Inventories are stated at the lower of cost and net realisable value. Costof raw materials is stated at purchase cost determined on the weighted

average basis. Cost comprises where appropriate, materials, labour, theappropriate proportion of overhead costs. Net realizable value is theestimated selling price in the ordinary course of business, less the costsof completion and selling expenses.

(d)Trade receivables

Trade receivables are carried at invoiced amount less an estimate madefor doubtful debts. Specific allowances are made for doubtful debts whichhave been individually reviewed and specifically identified as bad ordoubtful.

(e)Tax

Tax on the profit or loss for the year comprises current tax. Current taxexpense is determined based on profit for the year adjusted for taxpurposes to comply with Malaysian tax laws.

(f) Revenue recognition

Revenue is stated gross sales net of discounts. Revenue from the sale of goods is recognised when the significant risks and rewards of ownershipof the goods have been transferred to customers.

(g)Other income recognition

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Interest income is recognised on an accrual basis unless collectibility is indoubt.

(h)Short-term employee benefits

Wages, salaries, bonuses, annual leave entitlement, medical leave, and

other short-term employee benefits are recognised in the period in whichthe associated services are rendered by the employees.

4. Critical accounting estimates and judgments

Estimates and judgments are continually evaluated by the Directors and arebased on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Key sources of estimation uncertainty The Company makes estimates and assumptions concerning the future. Theestimates and assumptions that have a significant risk of causing a materialadjustment to the carrying value of assets and liabilities within the nextfinancial year are as follows:

(a)Inventory obsolescence

The estimated net realisable value includes management consideration of out-dated articles, over-stocking, physical damages, handling and otherselling costs. If the estimated net realisable value is lower than historicalcost, a valuation allowance is established for inventory obsolescence.

(b)Impairment of Property, plant and equipment

Property, plant and equipment are amortised and depreciated over theiruseful lives. Useful lives are based on managements estimates of theperiod that the assets will generate revenue. If, at the date of thefinancial statements, there is any indication that a tangible non-currentasset has been impaired, the recoverable amount of the asset would beestimated. The recoverable amount is the higher of the assets net sellingprice and its value in use, estimated with reference to managementsprojections of future cash flows. If the recoverable amount of the asset isless than the carrying amount, an impairment loss is recognized and thecarrying amount of the asset is reduced to the recoverable amount.

Determination of the recoverable amount is based upon managementsprojections of future cash flows, which are generally made by use of internal business plans or forecasts.

5. Property, plant and equipment

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Motor Machinery Fixtures & Computer & Air-vehicles Fittings Printer Conditioner Total

RM RM RM RM RM RMCostAt 1st February 2009 - Additions - - - - -

At 31st January 2010 - - - - - -

Accumulated depreciationAt 1st February 2009 - - - - - - Charge for the year -

At 31st January 2010 - - - - - -

Net book valueAt 31st January 2010 - - - - - -

Net book value of property, plant and equipment for the Company purchasedunder hire purchase is RM

6. Inventories2010

RM

Direct materialsFinished goods

7. Trade Receivables2010

RM

8. Deposit2010

RM

-

9. Share capital2010

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2010RM

13. Income tax expense

2010RM

Malaysia taxation based on results for the year:Current year

Reconciliation profit before tax and tax expense:Profit before tax

Taxation at the statutory tax rate of 20%

Expenses not deductible for the tax purposes 27,250 Utilization of capital allowances (25,106)

2,143

Tax 389

14. Dividends

Dividends proposed in respect of the financial years are as follows:

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Amount of

Gross dividendper share net of taxSen RM

Interim dividend paid

Final dividend paid- -

2010

15. Cash and cash equivalents

2010RM

-

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CompanyNo.:397652-W

Documents

Template D6 (2)