MDD 2008 PDF

A World Of Good Taste...
Contents
Recipe for
Success
THE APPETIZERS
3
Notice of Annual General Meeting
9
10
14
Corporate Information
Profile of Directors
Five Years' Financial Highlights
THE MAIN COURSE

16
Chairman's Statement
19
24
25
31
33
36
Corporate Governance Statement

Statement of Directors' Responsibility
Audit Committee Report
Statement of Internal Control
Other Compliance Information
Corporate Responsibility Statement
THE DESSERT
43
Director's Report
48
Statement by Directors and Statutory

Declaration
49
Report of the Auditors
THE ENCORE
51
Consolidated Income Statement
52
Company Income Statement
53
Consolidated Balance Sheet
54
Company Balance Sheet
55
Consolidated Statement of Changes in Equity
57
Company Statement of Changes in Equity
58
Consolidated Cash Flow Statement
60
Company Cash Flow Statement
62
Notes to the Financial Statements
105 Statement of Shareholdings

107 Statement of Directors' Interest in the
Company and Related Corporations
109 List of Properties Held
111 Proxy Form
annual report 2008 MAMEE-DOUBLE DECKER (M) BERHAD
NOTICE OF ANNUAL GENERAL MEETING
MAMEE-DOUBLE DECKER (M) BERHAD

(Incorporated in Malaysia - Co. No. 222363-T)
NOTICE IS HEREBY GIVEN that the 18th Annual General Meeting of MAMEE-DOUBLE DECKER (M) BERHAD (Co.
No. 222363-T) will be held at Pendeta 4, Sofitel Palm Resort, Jalan Persiaran Golf, Off Jalan Jumbo, 81250 Senai,
Johor Darul Takzim on Thursday, the 28th day of May, 2009 at 11.00 a.m.
AGENDA
1.
To receive the Audited Financial Statements for the year ended 31 December 2008 together with
the Reports of the Directors and Auditors thereon
2.
To re-appoint Datuk Pang Chin Hin, a Director over the age of 70, pursuant to Section 129(6) of
the Companies Act, 1965
(Resolution 1)
3.
To re-appoint Y.A.M. Tunku Osman Ahmad, a Director over the age of 70, pursuant to Section
129(6) of the Companies Act, 1965
(Resolution 2)
4.
To re-elect Datuk Pang Tee Nam, a Director retiring in accordance with Article 76 of the Articles
of Association of the Company
(Resolution 3)
5.
To re-elect Puan Rozana Bte Tan Sri Dato' Haji Redzuan, a Director retiring in accordance with
Article 82 of the Articles of Association of the Company
(Resolution 4)
6.
To approve the payment of Directors' Fees for the financial year ended 31 December 2008
(Resolution 5)
7.
To declare a Final Dividend of 5 sen gross per ordinary share tax exempt in respect of the
financial year ended 31 December 2008
(Resolution 6)
8.
To re-appoint Messrs PricewaterhouseCoopers as Auditors and to authorise the Directors to fix

their remuneration
(Resolution 7)
Special Business
To consider and, if thought fit, to pass the following resolutions as Ordinary Resolutions:
9.
ORDINARY RESOLUTION
AUTHORITY TO ALLOT AND ISSUE SHARES PURSUANT TO SECTION 132D OF THE
COMPANIES ACT, 1965
That pursuant to Section 132D of the Companies Act, 1965, the Directors be and are hereby
authorised to allot and issue shares in the Company from time to time at such price, upon such
terms and conditions, for such purposes and to such person or persons whomsoever as the
Directors may deem fit provided that the aggregate number of shares so issued pursuant to
this resolution in any one financial year does not exceed 10% of the issued capital
of the Company for the time being and that such authority shall continue in force
until the conclusion of the next Annual General Meeting of the Company.
(Resolution 8)
10 ORDINARY RESOLUTION
PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE FOR RECURRENT RELATED
PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
That, subject always to the Listing Requirements of the Bursa Malaysia Securities Berhad, the
Company and/or its subsidiary shall be mandated to enter into the category of recurrent
transactions of a revenue or trading nature with PT Pacific Food Indonesia as specified in Part A
Section 2.2 of the Circular dated 6 May 2009 subject further to the following:i)
the recurrent related party transactions are in the ordinary course of business and are on
terms not more favourable than those generally available to the public and are made on an
arm's length basis and on normal commercial terms and are not detrimental to the
shareholders;
ii)
disclosure is made in the annual report of the recurrent related party transactions conducted
pursuant to the shareholders' mandate during the financial year in the manner required
under the Listing Requirements of the Bursa Malaysia Securities Berhad;
iii)
that the shareholders' mandate shall continue in force until the date that the next Annual
General Meeting of the Company is held unless revoked or varied by the Company in
general meeting, or in any other manner provided for under the Listing Requirements of the
Bursa Malaysia Securities Berhad; and
iv)
the Directors and/or any of them be and is hereby authorized to complete and do all such
acts and things (including executing such documents as may be required) to give effect to
the transactions contemplated and/or authorized by this Ordinary Resolution.
(Resolution 9)
11 ORDINARY RESOLUTION
PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE FOR PROPOSED SHARES BUYBACK BY THE COMPANY
That, subject to the Companies Act, 1965 (as may be amended, modified or re-enacted from
time to time), the Listing Requirements of Bursa Malaysia Securities Berhad and the approvals
of any relevant governmental and/or regulatory authorities, the Company be and is hereby
authorised to purchase such number of ordinary shares of RM1.00 each in the Company
(Proposed Share Buy-Back) as may be determined by the Board from time to time on Bursa
Malaysia upon such terms and conditions as the Board may deem fit and expedient in the interest
of the Company provided that the aggregate number of shares purchased pursuant to this
resolution does not exceed ten per centum (10.0%), which is equivalent to 8,637,804 ordinary
shares of RM1.00 each, of the total issued and paid-up share capital of the Company amounting
to RM86,378,042 ordinary shares of RM1.00 each based on the Record of Depositors as at 8
April 2009 AND THAT an amount not exceeding the total retained profits of RM25,769,852 and
share premium account of RM9,187,862 based on the latest audited accounts of the Company
as at 31 December 2008 be allocated by the Company for the Proposed Share Buy-Back AND
THAT the ordinary shares of the Company to be purchased are proposed to be cancelled and/or
retained as treasury shares and/or distributed as dividends and/or resold on Bursa Malaysia AND
THAT the Board be and is hereby empowered generally to do all such acts and things to give
effect to the Proposed Share Buy-Back AND FURTHER THAT such authority shall commence
immediately upon passing of this ordinary resolution until the conclusion of the first Annual
General Meeting of the Company following the general meeting at which such resolution was
passed, at which time it will lapse unless by ordinary resolution passed at that meeting, the
authority is renewed, either conditionally or subject to conditions; or at the expiration of the period
within which the next Annual General Meeting after that date is required by law to be held; or
revoked or varied by ordinary resolution passed by the shareholders in general meeting;
whichever occurs first, but so as not to prejudice the completion of the purchase of its own shares
by the Company before the aforesaid expiry date and, in any event, in accordance with the
provisions of Listing Requirements of Bursa Malaysia Securities Berhad or any other relevant
authorities.
(Resolution 10)
MAMEE-DOUBLE DECKER (M) BERHAD annual report 2008
12 To transact any other matters for which due notice shall have been given in accordance with the
Company's Articles of Association and the Companies Act, 1965.
BY ORDER OF THE BOARD
Woo Min Fong

Wong Chee Yin
Company Secretaries
Johor Bahru
6 May 2009
Notes:
1.
2.
3.
4.
5.
6.
A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and
vote in his stead. A proxy may but need not be a member of the Company.
A member shall be entitled to appoint more than two (2) proxies to attend and vote at the same
Meeting.
Where a member appoints more than two (2) proxies, the appointment shall be invalid unless he
specifies the proportion of his holdings to be represented by each proxy.
Where a member is an authorized nominee as defined under the Securities Industry (Central
Depositories) Act, 1991, it may appoint at least one (1) proxy in respect of each securities
account it holds with ordinary shares of the Company standing to the credit of the said securities
account.
Where the Proxy Form is executed by a corporation, it must be either under its Common Seal or
under the hand of an officer or attorney duly authorised.
The Proxy Form must be deposited with the Company Secretary at the Registered Office, Suite
1301, 13th Floor, City Plaza, Jalan Tebrau, 80300 Johor Bahru, Johor Darul Takzim not less than
48 hours before the time set for the Meeting.
Explanatory Notes on Special Business

Resolution 8 - Authority to Allot and Issue Shares Pursuant to Section 132D of the Companies
Act, 1965
The Ordinary Resolution No. 8 proposed in Agenda 9 above, if passed, will empower the Directors of
the Company from the date of the above meeting until the next Annual General Meeting, unless
earlier revoked or varied at a general meeting, to issue shares in the Company up to an aggregate
number not exceeding 10% of the issued share capital of the Company for the time being for such
purposes as they consider would be in the interest of the Company.
Resolution 9 - Proposed Renewal of Shareholders' Mandate for Recurrent Related Party
Transactions of a Revenue or Trading Nature
The Ordinary Resolutions No. 9 proposed in Agenda 10 above, if passed, will renew the mandates
for the Company and /or its subsidiaries to enter into the categories of recurrent transactions of a
revenue or trading nature with those related parties as specified in Part A Section 2.2 of the Circular
to Shareholders dated 6 May 2009, which is sent out together with the Company's Annual Report
2008. The mandates shall continue to be in force until the date of the next Annual General Meeting
of the Company unless earlier revoked or varied by ordinary resolution of the Company in a general
meeting and is subject to annual renewal.
Resolution 10 - Proposed Renewal of Shareholders' Mandate for Proposed Share Buy-Back by
the Company
The Ordinary Resolution No. 10 proposed in Agenda 11 above, if passed, will renew the mandate for
the Company to buy back its own shares. The mandate shall continue to be in force until the date of
the next Annual General Meeting of the Company unless earlier revoked or varied by ordinary
resolution of the Company in a general meeting and is subject to annual renewal. Further information
on this resolution is set out in Part B of the Circular to Shareholders dated 6 May 2009, which is sent
out together with the Company's Annual Report 2008.
NOTICE OF DIVIDEND ENTITLEMENT AND

PAYMENT
NOTICE IS ALSO HEREBY GIVEN that the Final
Dividend of 5 sen gross per ordinary share tax exempt in
respect of the financial year ended 31 December 2008,
if approved at the forthcoming 18th Annual General
Meeting of the Company, will be paid on 26th June 2009
to members whose name appear in the Record of
Depositors at the close of business on 2nd June, 2009.
A depositor shall qualify for entitlement to the dividend
only in respect of:
a.
shares transferred into the depositor's securities

account before 5:00 p.m. on 2nd June, 2009 in
respect of transfers; and
b.
shares bought on Bursa Malaysia Securities Berhad

on a cum-entitlement basis according to the rules
of Bursa Malaysia Securities Berhad .
Statement Accompanying Notice

Of annual general meeting
Names of Directors who are standing for re-appointment / re-election:

1.
2.
3.
4.
Datuk Pang Chin Hin (Executive Chairman)

Y.A.M. Tunku Osman Ahmad (Independent Non-Executive Vice-Chairman)
Datuk Pang Tee Nam (Executive Director)
Puan Rozana Bte Tan Sri Dato Haji Redzuan (Independent Non-Executive Director)
Details of attendance of Directors at Board Meetings during the financial year ended 31
December 2008:
No. of Board Meetings
attended in the financial year
Name
1.
Datuk Pang Chin Hin
5 out of 5
2.
Tunku Osman Ahmad
3 out of 5
3.
Datuk Pang Tee Chew
5 out of 5
4.
Datuk Pang Tee Nam
5 out of 5
5.
Dato' Mohamed Nizam Bin Abdul Razak
5 out of 5
6.
Dato' Dr Shanmughalingam A/L Murugasu
5 out of 5
7.
Puan Rozana Bte Tan Sri Dato Haji Redzuan

Appointed on 29 January 2009
The place, date and hour of the 18th Annual General Meeting:
Date
Time
Place
Thursday
28 May 2009
11:00 a.m.
Pendeta 4, Sofitel Palm Resort, Jalan Persiaran Golf,

Off Jalan Jumbo, 81250 Senai, Johor Darul Takzim
Securities holdings in the Company and its subsidiaries by the directors standing for re-appointment
and re-election.
(Please refer to the Statement of Directors' Interests in the Company and related corporation on pages 107
to 108)
Profile of Directors standing for re-appointment and re-election.

(Please refer to the section on Directors' Profiles on page 10 to 13)
corporate information
BOARD OF DIRECTORS
DATUK PANG CHIN HIN
(Executive Chairman)
Y.A.M. TUNKU OSMAN AHMAD

(Independent Non-Executive Vice-Chairman)
DATUK PANG TEE CHEW

(Managing Director)
DATUK PANG TEE NAM

(Executive Director)
DATO' MOHAMED NIZAM BIN ABDUL RAZAK

(Independent Non-Executive Director)
DATO' DR SHANMUGHALINGAM A/L MURUGASU

PUAN ROZANA BTE TAN SRI DATO HAJI REDZUAN

COMPANY SECRETARIES
WOO MIN FONG (ACIS)
WONG CHEE YIN (ACIS)
REGISTERED OFFICE
Suite 1301, 13th Floor, City Plaza, Jalan Tebrau, 80300 Johor Bahru, Johor Darul Takzim
SHARE REGISTRAR
CHUA, WOO & COMPANY SDN BHD (Co. No. 122754-U)
Suite 1301, 13th Floor, City Plaza, Jalan Tebrau, 80300 Johor Bahru, Johor Darul Takzim
Tel : 07-3322088 Fax : 07-3328096
AUDITORS
PRICEWATERHOUSECOOPERS
Chartered Accountants
PRINCIPAL BANKERS
OCBC BANK (MALAYSIA) BERHAD
HSBC BANK (MALAYSIA) BERHAD
MALAYAN BANKING BERHAD
STOCK EXCHANGE LISTING

MAIN BOARD OF BURSA MALAYSIA SECURITIES BERHAD
PROFILE OF DIRECTORS
Datuk Pang Chin Hin

Datuk Pang, age 78, a Malaysian, is the Executive Chairman of the Company. He was appointed to the Board
on 3 August 1991. He is also a member of the Options Committee. Under his stewardship over the past 30 odd
years, the Group has grown from a small family concern into one of the largest local instant noodles and snack
food manufacturers in Malaysia. In addition to possessing an intimate knowledge of production and machinery,
he has extensive connections with both local and overseas machinery suppliers. He also holds directorship in
several private limited companies.
He is the father of Datuk Pang Tee Chew and Datuk Pang Tee Nam, both of whom are Executive Directors and
substantial shareholders of the Company. He is also the father of the late Mr Pang Tee Suan, a substantial
shareholder of the Company. He is deemed interested in recurrent related party transactions, of which a
Shareholders' Mandate has been obtained in the AGM held 28 May 2008. Details pertaining to these
transactions are disclosed under Note 29 of the Notes to the Financial Statements. He has had no convictions
for any offences within the past 10 years.
Y.A.M. Tunku Osman Ahmad

Y.A.M. Tunku Osman Ahmad, age 76, a Malaysian, is an Independent Non-Executive Vice-Chairman of the
Company. He was appointed to the Board on 4 September 1991. He is also a member of the Audit Committee,
Remuneration Committee and Nomination Committee.
After obtaining a diploma in Agricultural Engineering, Tunku served with the Johor Civil Service for 13 years
from 1957 to 1970 in various capacities including that of State Treasurer. He then ventured into the private
sector with wide ranging business interest including logging & sawmilling, palm oil refining, property
development, plantations, manufacturing and banking. His business acumen is honed by over 30 years of
experience in various capacities both in the public and private sectors.
He currently sits on the Boards of Keck Seng (Malaysia) Berhad Group, Alpha Industries Berhad, CHG Industries
Berhad and Binaik Equity Bhd. He is also currently the Chairman of the Malaysian Timber Council. He was the past
President of various major real estate associations in Malaysia and the Asian region, amongst which are F.I.A.B.C.I.
Malaysia Chapter, an International Estate Federation with its Headquarters in Paris, M.O.H.S (Malaysian
Organisation For Human Settlements) and A.A.P.H. (Asean Association For Planning And Housing), REHDA (Real
Estate And Housing Developers' Association of Malaysia) and also the Patron of REHDA, Johor Branch.
He does not have any family relationship with any Director and/or substantial shareholder of the Company, and
any personal interest in any business arrangement involving the Company. He has had no convictions for any
offences within the past 10 years.
10
Datuk Pang Tee Chew

Datuk Pang Tee Chew, age 56, a Malaysian, is the Managing Director of the Company and also the Chief
Executive Officer of the Group. He was appointed to the Board on 3 August 1991. He is also a member of the
Remuneration Committee and the Option Committee. He has been with the Group since 1981 and is currently
in charge of the corporate affairs of the Group. Being a member of the British Institute of Management, Datuk
TC Pang was previously trained in Japan on food processing in the area of canning and packaging and has
attended the Advanced Management Program at Harvard University, USA. With over twenty-eight (28) years
of experience in the food industries, he has acquired a wide knowledge of both the local and overseas food
markets. He also sits on the board of several private limited companies.
He is the son of Datuk Pang Chin Hin and a brother to Datuk Pang Tee Nam, both of whom are Executive
Directors and substantial shareholders of the Company. He is also the brother to the late Mr Pang Tee Suan,
a substantial shareholder of the Company. He is deemed interested in recurrent related party transactions, of
which a Shareholders' Mandate has been obtained in the AGM held 28 May 2008. Details pertaining to these
transactions are disclosed under Note 29 of the Notes to the Financial Statements. He has had no convictions
Datuk Pang Tee Nam

Datuk Pang Tee Nam, age 55, a Malaysian, is an Executive Director of the Company & also the Chief Operating
Officer of the Group. He was appointed to the Board on 16 August 1995. He is also the Chairman of the Options
Committee. He is currently in charge of the Group's supply and logistics operations. He holds a Diploma in
Business Studies from the Warnambool Institute of Advanced Education, Australia. He is a member of the
Malaysian Institute of Accountants (MIA) and the Australian Society of Certified Practicing Accountants. He has
over twenty-four (24) years of experience in the food business having joined the Group in January 1983.
He is the son of Datuk Pang Chin Hin and the brother to Datuk Pang Tee Chew, both of whom are Executive
Directors and substantial shareholders of the Company. He is also the brother to the late Mr Pang Tee Suan.
He is deemed interested in recurrent related party transactions, of which a Shareholders' Mandate has been
obtained in the AGM held 28 May 2008. Details pertaining to these transactions are disclosed under Note 29
of the Notes to the Financial Statements. He has had no convictions for any offences within the past 10 years.

Dato' Mohamed Nizam Bin Abdul Razak, age 50, a Malaysian, is an Independent Non-Executive Director of the
Company. He was appointed to the Board on 4 September 1991. He is also a member of the Audit Committee,
Remuneration Committee and Nomination Committee. He graduated from Oxford University, United Kingdom in
1980 with a degree in Politics, Philosophy and Economics. He began his career in 1981 when he joined the
Corporate Finance Department in Bumiputra Merchants Bankers Berhad as a Corporate Finance Officer. In
1984, he joined GP Securities (now known as PB Securities Sdn Bhd) as General Manager and became the
Chief Executive Officer in 1992, a position he held until his retirement in 1998. He currently sits on the Boards
of Delloyd Ventures Bhd, Yeo Hiap Seng (Malaysia) Berhad, Wah Seong Corporation Berhad Group, Hiap Teck
Venture Berhad, Synergy Track Berhad, Deutsche Bank (Malaysia) Bhd and several other private limited
companies. He is also a Trustee of several charitable foundations such as Noah Foundation, Hong Leong
Foundation and the National Children Welfare Foundation, Yayasan Rahah and Yayasan Wah Seong.
He does not have any family relationship with any Director and/or substantial shareholder of the Company, and
11
Dato' Dr Shanmughalingam a/l Murugasu

Dato' Dr Shanmughalingam, age 69, a Malaysian, is an Independent Non-Executive Director of the Company.
He was appointed to the Board on 17 June 2003. He is also a member of the Audit Committee, Remuneration
Committee and Nomination Committee.
Dato' Dr Shan obtained a Bachelor of Arts (Honours) degree in Economics from the University of Malaya in
1962, a Masters degree in Economics and Government from the Harvard University, USA in 1971, a Doctorate
of Philosophy in Economics and Government from Oxford University, UK in 1978 and is also a Fellow of the
Economic Development Institute, World Bank.
He had served in the Treasury, Ministry of Finance from 1962 to 1978 with his last post being the Deputy
Secretary (Economics) and in PETRONAS from 1979 to 1991 with his last post being the General Manager.
He was the Managing Director of Sri Inderajaya Sdn Bhd from 1992 to April 1996. Since May 1996, he has
been the Managing Director of Trilogic Sdn Bhd and sits on the advisory panels of the Malaysian Institute of
Economic Research and the Asian Strategy and Leadership Institute.
Dato' Dr Shan also sits on the Boards of several Main Board public listed companies including Delloyd Ventures
Bhd, PBA Holdings Bhd and Hextar Holdings Bhd as well as several non-listed companies, including Trilogic
Sdn Bhd, CIMB Discount House Bhd and CIMB Securities Sdn Bhd.
Dato' Dr Shan had represented Malaysia at international conferences of the Asian Development Bank, the
Commonwealth, the International Monetary Fund, the Organisation of Petroleum Exporting Countries, the
United Nations and the World Bank. He was also the Chairman and lead speaker at several sittings of the
Pacific Economic Co-operation Conference. On invitation by the Kennedy School of Government, Harvard
University and the Harvard Institute for International Development, USA, he had helped in the design of a new
Executive Programme for Leaders in Development: Managing Economic and Political Reform for Harvard
University.
He does not have any family relationship with any director and/or substantial shareholder of the Company, and
Puan Rozana Bte Tan Sri Dato' Haji Redzuan

Puan Rozana, age 45, a Malaysian, is an Independent Non-Executive Director of the Company. She was
appointed to the Board on 29 January 2009. She is also a member of the Audit Committee. She obtained her
Bachelor of Arts (Honours) Degree in Accountancy from the London Metropolitan University and is currently a
member of the Chartered Association of Certified Accountants (ACCA) and the Malaysian Institute of
Accountants (MIA).
Puan Rozana started her career as a Staff Accountant with Arthur Andersen & Co. from 1990-1991. She joined
PB Securities Sdn Bhd as an investment analyst in 1991 and as a remisier in 1992. She joined Plantation &
Development (Malaysia) Bhd Group of Companies (P&D) in September 1995 and was the CEO of P&D from
1999 to 2003. She currently sits on the Board of several public listed companies including Perduren (M) Bhd,
BSL Corporation Bhd and Karyon Industries Bhd. She is also director of several private companies in which
she has direct interest.
She does not have any family relationship with any director and/or substantial shareholder of the Company,
and any personal interest in any business arrangement involving the Company. She has had no convictions
13
5 Years Financial highlights

2004
RM'000
2005
RM'000
2006
RM'000
2007
RM'000
2008
RM'000
277,604
22,642
308,932
25,522
349,129
29,710
359,742
19,918
396,967
30,089
16,238
19,490
23,129
13,989
23,597
26.8
24.0
10.0
32.6
29.2
18.0
39.2
33.9
20.0
21.1
20.2
25.0
29.0
29.0
5.0
Financial Position
Total assets
199,431
210,548
227,877
235,188
255,250
Total liabilities
Shareholders' Funds
Minority interest
74,685
124,576
170
73,084
137,280
184
73,094
154,573
210
65,504
169,463
221
63,699
191,321
230
199,431
210,548
227,877
235,188
255,250
Financial Performance
Turnover
Profit before tax
Net profit attributable to equity
holders of the Company
Financial Ratio
Earnings per share (sen) - basic
Earnings per share (sen) - diluted
Total dividend payout per share (sen)
Turnover (RM000)
Net profit attributable to equity holders of the

Company (RM000)
08
396,967
07
08
359,742
06
349,129
05
308,932
19,490
05
16,238
04
Earnings per share (sen)
Dividend payout per share (sen)

29.0
29.0
08
08
20.2
21.1
07
23,129
06
277,604
04
23,597
13,989
07
5.0
25.0
07
33.9
06
06
39.2
20.0
29.2
05
32.6
04
18.0
05
24.0
26.8
04
10.0
Earnings per share (sen) - diluted
Shareholders equity (RM000)
Total Assets and Liabilities (RM000)

08
07
06
05
04
63,699
255,250
08
191,321
65,504
235,188
07
169,463
73,094
227,877
154,573
06
73,084
05
210,548
137,280
74,685
199,431
04
14
124,576
Chairmans statement
Dear esteemed shareholders, it gives me
great pleasure to present Mamee DoubleDecker (M) Berhad (MDD) 2008 annual report
Fiscal 2008 was indeed a challenging year for
MDD Group as we had to weather through the
tougher
market
conditions
and
unprecedented commodity volatility, as
highlighted by record prices for wheat and
fuel, among many other input costs. In order
to perform under this difficult economic
environment throughout the year, we have
taken immediate steps, starting with a cost
cutting exercise which improved prospects
by cutting overheads and expenses. We have also increased our spending on
advertising and other consumer marketing programs, which helped to
generate consumer brand awareness and the purchase of our products.
Financial Performance:
Despite softening market conditions, MDD achieved total group revenue growth of 10% to RM 397.0 million.
Profit after tax increased by 69% to RM 23.6 million as compared to the same period last year of RM 14.0 million,
taking into account input cost inflation and loss in foreign currency exchange.
In addition, total assets of the Group grew by 8% to RM 255.2 million, contributing to MDD's healthy balance
sheet, with zero borrowing, though cash equivalents decreased by 1.5% to RM 44.9 million from RM45.6 million.
On 8 January 2009, MDD paid a tax-exempt interim dividend of RM0.05 (5%) to its shareholders. In-line with
the management's ethos of enhancing shareholder value and healthy dividend policy, the Board of Directors
(Board) will be recommending a final dividend of RM0.05 (tax-exempt), subject to the approval of shareholders.It
will be payable on 26 June 2009. Therefore, the total dividends for the year will amount to RM 8,164,144;
representing a total payout ratio of 35% of FY 2008 net profit after tax. Earnings per share (EPS) and return of
equity (ROE) improved to RM0.29 and 12 % from RM0.20 and 8% the year before.
Corporate exercises for FY 2008

The Group acquired 100% equity in Eightedge Solutions Sdn Bhd and Pacific United Group Ventures Ltd
(PUGV shelf company) for a cash consideration of RM450,000 and RM4,095 respectively during the financial
year. PUGV is an investment company, wholly owned by MDD. The acquisitions of these two new subsidiaries
did not have a significant impact to the Group's and Company's financial statements.
Operational Excellence
During the financial year, our company undertook the monumental task of increasing productivity and cost
savings to protect our margins. To achieve this, we engaged a consultant to coach our production staff,
methods of enhancing productivity, automating lines and saving costs. We encouraged people from the
research and development (R&D) department and the marketing department to come together for brain
storming sessions to identify ways to improve quality, food safety standards and spotting cost cutting
opportunities without compromising on quality.
16
Awards
Last year, MDD won 2008 Anugerah Kecemerlangan Industri Award also known as Industrial Excellence
Award from the Ministry of International Trade and Industry (MITI). It is a remarkable recognition of our
continuous efforts and our commitment to become a major exporter of quality food and beverage products. We
also received another RM2.0 million matching grant from Matrade in recognition of Mister Potato's successful
brand building in many countries and its potential to build a global brand at certain strategic markets.
2009 Outlook
We look to fiscal 2009 and beyond with great optimism. As always, we will be relying on our proven disciplined
approach to building our businesses: strong marketing behind innovative new products, entry into new markets
and continuous improvement in everything we do. Our optimism also comes from our ongoing focus of
developing healthy and functional food, to build on our best opportunities for sustained growth. We consistently
hold the No. 1 or No. 2 market position in most of the food categories that we represent. We will work
continuously to improve our established brands by creating cutting edge marketing strategies. Besides our inhouse R&D facilities, we also outsource our R&D by working with local universities and flavoring house, to
develop new and functional products which we plan to launch for the next five years or as soon as the market
is ready to accept such innovative products. In order to enhance our taste and quality, we constantly conduct
internal and external taste tests, go head-to-head with our direct competitors, to test for quality consistency and
to keep tracking our direct competitors' quality.
Corporate Social Responsibility

We continuously contribute to the needs of the less fortunate and the local community, both in Malaysia and
abroad, albeit our contributions and efforts are mostly low key in nature. Every festive season and New Year,
we bring children of all races from the orphanage homes to the department store to buy new clothing of their
choice, in addition to giving them pocket money. For the elderly of all races, we give them cash and instant
noodles during each of the many festive seasons. We are also always ready to lend a hand to those in need
in countries affected by natural disasters by donating instant noodles and other essential items.
Appreciation
On behalf of the Board, I would like to take this opportunity to extend my heartfelt appreciation to our talented
management team and staff for their commitment, enthusiasm, talents and hard work during this challenging
year. I also like to thank our Board for their continuous involvement and unwavering support. My special thanks
also go to our valued distributors, business associates, shareholders and customers for sustaining the
Company's leading performance in the food and beverage industry. On behalf of the Board and management,
I would also like to congratulate our Chief Operating Officer, Datuk Pang Tee Nam, who had recently been
awarded with a Datukship by the Yang Di-Pertua Negeri Melaka in conjunction with the celebration of His
Excellency's 70th Birthday, as well as our gratitude to the relevant regulatory authorities for their invaluable
guidance and advice.
Datuk Pang Chin Hin

Executive Chairman
Mamee-Double Decker (M) Berhad.
17
corporate Governance statement

Mamee-Double Decker (M) Berhad is committed to high standards of corporate governance in performing its
business. The Board of Directors is therefore pleased to report that the Company has complied with the major
principles set out in Part 1 of the Malaysian Code of Corporate Governance, and this statement, together with
the Audit Committee Report on page 25 explains how the Company has applied the best practices set out in
Part 2 of the Code.
1. The Board of Directors

Composition
The Board comprises four (4) Non-Executive Directors and three (3) Executive Directors. There is a
balance in the Board as all of the Non-Executive Directors are independent. The Directors with their different
backgrounds and areas of specialisation collectively bring with them a mix of industry-specific knowledge
and broad business and commercial experiences. There is a clear division of responsibilities between the
Chairman and the Managing Director to ensure a balance of power and authority. An Independent Director
Tunku Osman Ahmad has been identified as the one to whom concerns may be conveyed.
Personal profiles of the Directors are set out on pages 10 to 13.
Supply of Information
The Directors have full and unrestricted access to all information pertaining to the Group's material business
affairs. Prior to the Board Meeting, all directors are provided with notices, agendas and board papers
pertaining to various significant aspects of the Group's performance and operations, including strategic
plans and budgets for the Group, and business development issues. Material acquisitions and disposals of
assets, and potential investments by the Group are also considered extensively at Board level. These are
issued in sufficient time prior to the meeting. In furtherance of Board's responsibilities, the Board has access
to the independent advice and services of professionals such as lawyers, external auditors and company
secretary at the Company's expense.
The Board normally meet 4 times a year and has met 5 times during this financial year. Details of the
attendance of the Directors at the Board meetings are disclosed in the Statement Accompanying Notice of
Annual General Meeting set out on page 7.
Appointments and re-elections to the Board
The identification and appointment of new Directors undergo a process led by the Nomination Committee.
Thereafter upon approval by the Board, the Company provides an induction programme for the new
Directors to allow them to better understand the business and ultimately to enable them to contribute
effectively at Board meetings. In addition, all of the Directors have attended the Mandatory Accreditation
Programme.
In accordance to the Bursa Malaysia Securities Berhad Listing Requirements and the Articles of Association
of the Company, all Directors seek re-election at least once every three years. Director(s) over seventy
years of age are required to submit themselves for reappointment annually in accordance with Section
129(6) of the Companies Act, 1965.
Role of Board Committees
The Company has formed several committees, each of which have defined terms and reference, for
reporting and recommendation to the Board. These committees are:l
l
l
l
Audit Committee;
Nomination Committee;
Remuneration Committee;
Option Committee
19
a)
Audit Committee
Members: Y.A.M. Tunku Osman Ahmad (Chairman)
Dato' Dr. Shanmughalingam A/L Murugasu
The Audit Committee ('AC ') formed on 14 October 1993. Current composition of AC is made up of four
(4) Non-Executive Independent Directors. It is primarily responsible for the review of reporting
financial information to shareholders, systems of internal control and risk management, the audit
process and the related party transactions. The report of the Audit Committee is set out on page 25 to
29 of this annual report.
b)
Nomination Committee
The Nomination Committee ('NC'), set up on 17 May 2001, comprised mainly of Independent NonExecutive Directors. It is responsible for the assessment and recommendation of new Directors to the
Board, and for the annual review of the required mix of skills and experience, and other qualities to
enable the Board to function completely and efficiently. Assessment and appraisal processes have
also been implemented, for the evaluation of the effectiveness of the Board as a whole, the committees
and the individual contribution of each Board member.
c)
Remuneration Committee
Datuk Pang Tee Chew
The Remuneration Committee ('RC'), formed on 17 May 2001, whose membership currently comprise
three Independent Non-Executive Directors and one Executive Director, is responsible for making
recommendations to the Board the remuneration of Executive Directors based on an acceptable
framework. The Remuneration Committee shall meet at least once a year.
d)
Options Committee
Members: Datuk Pang Tee Nam (Chairman)
Datuk Pang Chin Hin
Datuk Pang Tee Chew
Goh Wee Lim
Tan Chai Lin
Caryn Chong
Tan Chin An
The Options Committee was established to administer the Company's Employees' Share Option
Scheme in accordance with the objectives and regulations thereof and to determine participation
eligibility, option offers and share allocations and to attend to such other matters as may be required.
Meetings of the Committee are held when necessary.
20
2. Directors' Remuneration
The Company recognises the need to ensure that remuneration of Directors are reflective towards the
responsibility and commitment that goes with Board membership. In line with this, the Company has
adopted the following remuneration structure that attempts to retain and attract the right Directors needed
to run the Company successfully:l
l
The Remuneration Committee recommends to the Board on the remuneration of Executive Directors;
and
The Board as a whole determines the remuneration of the Non-Executive Directors.
Contrary to the disclosure requirement as indicated in the best practices of the Malaysian Code of
Corporate Governance, the Board would not be providing details of remuneration awarded to each director.
However, in compliance with the Bursa Malaysia Securities Berhad listing requirements, the remuneration
paid to Directors, in aggregation and analysed into bands of RM50,000 are as follows:-
Salaries & Other Remuneration
Executive
Directors
Non-Executive
Directors
RM
RM
2,181,835
Allowances
240,570
60,000
Fees
102,000
100,000
59,000
Benefits-in-kind
Successive Band
<RM50,001
RM 50,001 - RM100,000
RM100,001 - RM750,000
RM750,001 - RM800,000
RM800,001 - RM850,000
RM850,001 - RM900,000
RM900,001 - RM950,000
3. Shareholder relations
3.1
Relationship with Shareholders and Investors

The Company maintains a regular policy of disseminating information that is material for shareholders
attention. In line with the regulatory requirements, various announcements, including quarterly
financial reports were made during the year via the Bursa Malaysia Securities Berhad website.
Developments in the Company's website at www.mamee.com have also allowed the Company to make
a great deal of information and presentation accessible to shareholders and customers at all times.
3.2
Annual General Meeting (AGM)

At the Annual General Meeting, the Directors welcome the opportunity to gather the views of
shareholders. Notices of each meeting are issued on a timely manner to all, and in the case of special
businesses, a statement explaining the effect of the proposed resolutions is provided.
21
4. Directors' Training
The Board views continuous learning and training as an integral part of the directors development. All
Board members have completed the Mandatory Accreditation Programme (MAP) and Continuing Education
Programme (CEP) in accordance with the Listing requirements of Bursa Malaysia Securities Berhad.
In addition, members of the Board are informed of various development programmes and encouraged to
attend these programmes to keep abreast with the development in the industry and relevant regulatory
updates in furtherance of their duties.
The Directors had attended the following training:a.
Malaysian Code of Corporate Governance Revised 2007
b.
Bluesky Conference
c.
Teambuilding & Cross Functional Team Workshop
d.
Get-Together Networking Session With The Ministry Of Domestic Trade & Consumer Affairs.
5. Accountability and Audit

5.1
Financial Reporting
In an attempt to produce a balanced and understandable assessment of the Company's position and
prospects, particularly in the financial reports, the Directors have implemented a quality control
procedure to ensure that all financial reports have been prepared based on acceptable accounting
standards and policies. These financial reports also undergo a review process by the Audit
Committee prior to approval by the Board.
5.2
Internal Control
The Board understands that in order to strengthen the accountability aspect of financial reporting, the
Company needs to maintain a sound system of internal control to safeguard shareholders' investment
and the Company's assets. Hence the Group has developed a comprehensive system of internal
control comprising of clear structures and accountabilities, well-understood policies and procedures
and budgeting and review process.
The effectiveness of the system of internal control is then scrutinised by internal auditors, who
operate independently from the activities of the Company, under the purview of the Audit Committee.
5.3
Relationship with External Auditors

The Board also maintains an appropriate relationship with the Company's external auditors, Messrs.
PricewaterhouseCoopers, through formal and transparent arrangement with the Audit Committee.
These arrangements are stated on page 25 to 29 of the Audit Committee report.
This Corporate Governance Statement is made in accordance with resolution of the Board of
Directors dated 15 April 2009.
23
STATEMENT OF DIRECTORS
RESPONSIBILITY IN RESPECT OF THE
FINANCIAL STATEMENT
Companies Act 1965 requires the Directors to prepare financial statements for each financial year, which give
a true and fair view of the state of the affairs of the Group and the Company at the end of the financial year,
and of the results and cash flows of the Group and the Company for the financial year.
In preparing the financial statements, the Directors are also responsible for the adoption of suitable accounting
policies and their consistent use in the financial statements, supported where necessary by reasonable and
prudent judgements.
The Directors hereby confirm that suitable accounting policies have been consistently applied in respect of
preparation of the financial statements. The Directors also confirm that the Company maintains adequate
accounting records and sufficient internal controls to safeguard the assets of the Group and the Company, and
to prevent and detect fraud and other irregularities. These are described more fully in the Corporate
Governance Statement.
This Directors' Responsibility Statement is made in accordance with resolution of the Board of Directors dated
15 April 2009.
24
AUDIT COMMITTEE REPORT

The Audit Committee of Mamee-Double Decker (M) Berhad is pleased to present its report for the year ended
31 December 2008. The Board has approved this report by a resolution dated 15 April 2009 for submission to
shareholders.
Composition
As at 29 January 2009, the Board of Directors has appointed Puan Rozana Bte Tan Sri Dato' Haji Redzuan as
Independent Non-Executive Director and a member of the Audit Committee Report.
As at financial year end, the Committee held meetings on 28 February 2008, 15 April 2008, 23 April 2008, 28
May 2008, 28 August 2008 and 25 November 2008 respectively, a total of six (6) meetings. Details of the
members of the Committee and their attendance at the meetings are as follows:-
Name
Designation in
Audit Committee
Number of
Meetings Attended
Chairman
3 out of 6
Member
6 out of 6
Member
6 out of 6
Member

(Independent Non-Executive Vice Chairman)

Dato' Dr Shanmughalingam A/L Murugasu


- Appointed on 29 January 2009
TERMS OF REFERENCE
Membership
The Committee shall be appointed by the Board from among their members and shall consist of not less than
three (3) members. All the audit committee members must be non-executive directors with a majority of them
being Independent Directors.
At least one of the members of the Committee:
(i)
must be a member of the Malaysian Institute of Accountants (MIA); or
(ii)
if he is not a member of the MIA, he must have at least 3 years' working experience and:
(aa) must have passed the examinations specified in Part 1 of the 1st Schedule of the Accountants Act 1967;
or
(bb) must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the
Accountants Act 1967; or
(iii) must fulfill such other requirements as prescribed or approved by the Exchange.
No alternate director shall be appointed as a member of the Committee.
The members of the Committee shall elect a Chairman from among their members who shall be an Independent
Director.
The terms of office and performance of each member shall be reviewed at least once every three years by the
Board.
25
Purpose of the Committee

The purposes of the Committee are as follows:
1.
To provide assistance to the Board in fulfilling its fiduciary responsibilities relating to corporate accounting
and reporting practices for the Company.
2.
To maintain, through regularly scheduled meetings, a direct line of communication between the Board and
the external auditors as well as the internal auditors.
3.
To avail to the external and internal auditors a private and confidential audience at any time they desire
and to request such audience through the Chairman of the Committee, with or without the prior knowledge
of Management.
4.
To act upon the Board's request to investigate and report on any issue of concern with regard to the
management of the Company.
5.
To ensure compliance with any such changes/amendments/updates/Insertions of the listing requirements

and any other applicable laws and regulations, arising thereof from time to time.
Secretary
The Secretary of the Committee shall be the Company Secretary.
Frequency and Attendance of Committee Meetings

Meetings shall be held not less than 4 times a year and as and when required during each financial year. The
external auditors may request a meeting if they deem necessary.
The Board members, employees, and / or internal auditors may attend any meeting, at the Audit Committee's
invitation, and specific to the relevant meeting.
The quorum for a meeting shall be 2 members, and if only two members present both of them must be
Independent Directors. If the number of members present for the meeting is more than two, the majority of
members present must be Independent Directors.
In the absence of the Chairman of the Committee, members present shall elect a Chairman for the meeting from
amongst the Independent Directors.
Teleconferencing
1.
A committee member shall be deemed to be present at a meeting of the Committee if he participates by

instantaneous telecommunication device and all members of the Committee participating in the meeting of
the Committee are able to hear each other and recognize each other's voice, and for this purpose,
participation constitutes prima facie proof of recognition. For the purposes of recording attendance, the
Chairman or Secretary of the Committee shall mark on the attendance sheet that the committee member
was present and participating by instantaneous telecommunication device.
2.
A committee member may not leave the meeting by disconnecting his instantaneous telecommunication
device unless he has previously obtained the express consent of the Chairman of the meeting and a
committee member will be conclusively presumed to have been present and to have formed part of the
quorum at all times during the committee meeting by instantaneous telecommunication device unless he
has previously obtained the express consent of the Chairman of the committee meeting to leave the meeting.
26
3.
Minutes of the proceedings at a committee meeting by instantaneous telecommunication device will be

sufficient evidence of such proceedings and of the observance of all necessary formalities if certified as
correct minutes by the Chairman of the committee meeting.
4.
Instantaneous telecommunication device means any telecommunication conferencing device with or

without visual capacity.
Minutes
All minutes of meetings shall be circulated to every member of the Board. The minutes of each meeting shall be
kept and distributed to each member. The Chairman of the Committee shall report on each meeting to the Board.
A resolution in writing signed or approved by a majority of the Committee and who are sufficient to form a quorum
shall be as valid and effectual as if it had been passed at a Meeting of the Committee duly called and constituted.
Authority
The Committee shall, in accordance with a procedure to be determined by the Board and at the cost of the
Company:1.
have authority to investigate any matters within its terms of reference, where it deems necessary,
investigate any matter referred to it or that it has come across in respect of a transaction that raises
questions of management integrity, possible conflict of interest, or abuse by a significant or controlling
shareholder;
2.
have resources which are required to perform its duties;
3.
have full and unrestricted access to any information pertaining to the Company;
4.
(i)
have direct communication channels with the external auditors;
(ii)
have direct authority over the internal audit function of which is independent from management and
operations;
5.
be able to obtain and seek outside legal or other independent professional advice and to secure the
attendance of outsiders with relevant experience and expertise if it considers necessary;
6.
be able to convene meetings with the external auditors, the internal auditors or both, excluding the
attendance of other directors and employees of the Company.
Functions and Duties

The functions and duties of the Committee are as follows:
1.
(i)
To consider and recommend the appointment of the external auditors, the audit fee, and any
questions of resignation or dismissal, and inquire into the staffing and competence of the external
auditors in performing their work and assistance given by the Company's officers to the external
auditors.
(ii)
Where the external auditors are removed from office or give notice to the Company of their desire to
resign as external auditors, the Committee shall ensure that the Company immediately notify Bursa
Malaysia Securities Bhd (the Exchange) and forward to the Exchange a copy of any written
representations or written explanations of the resignation made by the external auditors at the same
time as copies of such representations or explanations are submitted to the Registrar of Companies
pursuant to section 172A of the Companies Act 1965.
27
2.
3.
(i)
To discuss with the external auditors before the audit commences the nature, scope and any
significant problems that may be foreseen in the audit, ensure adequate tests to verify the accounts
and procedures of the Company and ensure co-ordination where more than one audit firm is
involved; and
(ii)
To ensure and confirm that the management has placed no restriction on the scope of the audit.
To review the quarterly announcements to Bursa Malaysia Securities Berhad and financial statements
before submission to the Board, focusing particularly on:l
l
l
l
l
l
l
l
l
l
any changes in accounting policies and practice;

major judgmental areas;
significant adjustments resulting from the audit;
any significant transactions which are not a normal part of the Group's business;
the going concern assumptions;
compliance with the accounting standards;
compliance with stock exchange and legal requirements;
assess the quality and effectiveness of the internal control system and the efficiency of the
Company's operations;
the quality and effectiveness of the entire accounting and internal control systems; and
the adequacy of the disclosure of information essential to a fair and full presentation of the financial
affairs of the Group.
4.
To discuss problems and reservations arising from the interim and final audits, and any matters the auditor
may wish to discuss (in the absence of the management where necessary).
5.
For the internal audit function, to:(a)
Review the adequacy of the competency of the internal audit function including the scope and
resources of the internal audit functions and ensuring that the internal auditors have the necessary
authority to carry out their work;
(b)
Review internal audit program;
(c)
Ensure co-ordination of external audit with internal audit;
(d)
Consider major findings of internal audit investigations and management's response, and ensure that
appropriate actions are taken on the recommendations of the internal audit function;
(e)
If the internal audit function is outsourced:To consider and recommend the appointment or termination of the internal auditors, the fee and
inquire into the staffing and competence of the internal auditors in performing their work.
(f)
If the internal audit function is performed in-house, to

(i)
To review any appraisal or assessment of the performance of the staff of the internal audit
function;
(ii)
To approve any appointment or termination of senior staff member of the internal audit function;
and
(iii)
To inform itself of resignations of internal audit staff members and provide the resigning staff
member an opportunity to submit his/her reason of resignation.
6.
To review the external auditors' management letter and management's response;
7.
To report to Bursa Malaysia Securities Berhad (Bursa) on matters reported by it to the Board that have
not been satisfactorily resolved resulting in a breach of the Listing Requirements of Bursa.
28
8.
To consider:l
l
9.
any related party transactions that may arise within the Company or the Group and to ensure that
Directors report such transactions annually to shareholders via the annual report, and
in respect of the recurrent related party transactions of a revenue or trading nature which are subject
of a shareholders' mandate, prescribed guidelines and review procedures to ascertain that such
transactions are in compliance with the terms of the shareholders' mandate.
To consider other topics, as may be defined and directed by the Board from time to time.
Activities during the year

In line with the terms of reference of the Committee, the following activities were carried out:(i)
External Audit
Review of the audit plans for the year

Meeting with the auditor without the presence of the Executive
Directors
Assessment of the auditors' performance and audit fees prior to
submission to the Board for their approval
(ii)
Internal Audit
Review of the audit plans and audit findings for the year
Address issues pertaining to risk management
(iii) Financial Reporting
Review of the quarterly and annual financial reports of the

Company and the Group, for recommendation to the Board of
Directors
(iv) Related Party Transactions
Review of the related party transactions entered into by the

Company and the Group
Statement by the Audit Committee in Relation to the ESOS Allocation

The Company had implemented an Executive Share Option Scheme (ESOS) since 12 September 2005.
Pursuant to Para 8.2A of the Listing Requirement of Bursa Malaysia Securities Berhad for the Main Board, the
Audit Committee confirms that there is no new allocation of options in the financial year under review to the
employees pursuant to the ESOS implemented throughout the Group.
A breakdown of the options offered to and exercised by Non-Executive Directors pursuant to the ESOS is stated
on page 46 of the annual report.
29
statement Of internal control

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

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

Other key elements that the directors have established in reviewing the adequacy and integrity of the system of
internal control, are as follows:
l
l
l
l
l
l
There is in place an organizational structure which formally defines lines of responsibility and delegation of
authority.
Key functions such as finance, taxation, treasury, corporate and legal matters are controlled centrally.
There are strategic planning, annual-budgeting and target setting processes that include forecasting for
each area of businesses. The detail reviews are conducted at the operational level. Forecasting is revised
on a timely basis taking into account significant business risks.
There is a clearly defined framework for investment appraisal covering the acquisition or disposal of any
business, acceptance of projects, application of capital expenditure and approval on borrowings. Post
implementation reviews are conducted and reported to the Board.
The Board receives and reviews regular reports from the Management on business activities that include
information on key operating statistics, legal, environmental and regulatory matters. The Board approves
appropriate responses or amendments to the Group's policy.
The results of the business activities are reported on monthly basis where variances are determined and
remedial actions are formulated and executed timely. The Management is also conducting a quarterly
review on the actual results where the causes of significant variances are detailed out and explained.
Monthly Management and operational meetings are held to identify, discuss and resolve business and
operational issues. The management team exercises hand-on approach to resolve these business and
operational risks.
31
Significant part of the Group's operation is ISO accredited and therefore required to adhere to the ISO
Quality Standards. The related operations are subject to periodic ISO audits where the results are
communicated to the Management through a formal report. Issues raised are deliberated by the
Management and appropriate action plans implemented to address them. During the financial year, there
has been no major issue highlighted by the ISO Auditor.
The staff professionalism and competencies are maintained through number of training programmes,
yearly performance appraisal and stringent recruitment process.
Statement made in accordance with the resolution of the Board of Directors dated 15 April 2009.
32
Other compliance information

Utilisation of Proceeds
No proceeds were raised by the Company from any corporate proposal during the financial year.
Share Buybacks
Share buybacks by the Company during the financial year are disclosed under page 92.
Monthly
breakdown
January 2008
February 2008
March 2008
April 2008
May 2008
June 2008
July 2008
No. of shares
purchased
and retained as
Treasury Shares
November 2008
December 2008
14,900
* Average cost
per share
(RM)
Lowest
Highest
2.03
2.05
2.10
2.10
-
2.10
2.10
2.20
2.15
-
2.07
2.11
2.17
2.13
-
1.73
1.75
1.76
79,400
15,000
48,800
62,900
-
August 2008
September 2008
October 2008
Total :
Purchase price
per share
(RM)
221,000
* Total
consideration
paid
(RM)
164,342.35
31,629.32
105,790.00
134,062.08
26,167.66
461,991.41
* Note: inclusive of brokerage and other charges

During the financial year ended 31 December 2008, a total of 221,000 shares were purchased and held as
Treasury Shares. None of the Treasury Shares were resold or cancelled during the financial year.
33
Exercise of Options, Warrants or Convertible Securities

During the financial year, the number of ordinary shares of RM1 each covered under options granted, exercised
and un-issued pursuant to the Scheme are disclosed on pages 92 to 93.
Warrants exercised in respect of the Group during the financial year are disclosed on pages 93.
Monthly
breakdown
No of Warrant
Exercised
Warrant
Price
Total Proceed
from Warrant
Exercised
35,600
5,745,762
-
1.33
1.33
-
47,348.00
7,641,863.46
-
January 2008
February 2008
March 2008
April 2008
May 2008
June 2008
July 2008
August 2008
September 2008
October 2008
November 2008
December 2008
Total :
5,781,362
7,689,211.46
ADR or GDR Programme

The Company did not sponsor any American Depository Receipts or Global Depository Receipts programmes
during the financial year.
Impositions of Sanctions/Penalties
There were no sanctions and/or penalties imposed on the Company and its subsidiaries, Directors or
management by the regulatory bodies.
Non-audit Fees
The amount of non-audit fee paid or payable to the external auditor by the Group for the financial year ended
31 December 2008 was RM3,850.
Profit Estimate, Forecast or Projection

The Company did not release any profit estimate, forecast or projection for the financial year. The variance
between the results for the financial year and the unaudited results previously released by the Company was
immaterial.
34
Profit Guarantee
During the financial year, there was no profit guarantee given by the Company.
Material Contracts
There were no material contracts of the Company and its subsidiaries involving directors' and major shareholders'
interest.
Related Party Transactions

Related party transactions entered into by the subsidiary companies of the Company which involve Directors'
and major shareholders' interest either still subsisting at the end of the financial year ended 31 December 2008
or entered into since the end of the previous financial year are as follows:
l
Recurrent revenue transactions in respect of sales of instant noodles, snack food and confectionery
products and subsidy on advertisement and promotion provided by Kilang Makanan Mamee Sdn Bhd and
Pacific Food Products Sdn Bhd, subsidiary companies of the Company, to PT Pacific Food Indonesia, a
company connected to Directors and major shareholders of the Company and persons connected with them.
Details of the recurrent related parties transactions are disclosed on page 99 to 100.
35
Corporate social Responsibility

Mamee-Double Decker is committed to behave ethically and contribute to
economic development while improving the quality of life of our workforce
as well as of the local community and society at large. We discharge our
Corporate Responsibility (CR) obligation towards our customers,
consumers, employees, shareholders, business partners, the
Government and the various communities in which the
Group's businesses operate in through our CR
programme.
Caring through sharing

Besides continually leading as one of the local
giants in food products, Mamee-Double Decker also
constantly does more than its fair share of contributing to
the needs of the less fortunate and the community.
In conjunction with the CNY festival, our company's Domestic Sales
team has organized a charity visit to the Handicapped & Mentally Disabled
Children Centre at Malacca on 2 February 2008. During the visit, lots of goodies
& Ang Pau were distributed to all the children.
Mamee also actively take part in the bring cheers to the less fortunate organized by Badan
Amal dan Kebajikan Isteri-isteri Wakil Rakyat (BISTARI), Our Chairman has given away goodies
bags and contributions to the Indians on Deepavali, Malays on Hari Raya Aidilfitri and Portugese on
Christmas day.
36
Environment
Mamee-Double Decker has various procedures in place for managing usage of recyclable materials, energy,
water, emissions, effluent & waste. Independent verifications were performed in 2008 to ascertain:
l
l
The dust and flue gas emission level was in compliance with Malaysian Environmental Quality (Clean Air)
Regulations
Waste water treatment was in compliance with Malaysian Environmental Quality Act (Sewage & Industrial
Effluents) Regulations
Fire Safety At Work

Mamee-Double Decker continues to roll out its ongoing Occupational Health & Safety (OHS) initiatives. Staff
were send for training organized by Persatuan Sukan Dan Kebajikan Bomba Melaka (PSKBM) to gain
knowledge, latest information and procedures relating to Jabatan Bomba & Penyelamat Malaysia. In-house Fire
Safety and Prevention Training Programmes were conducted annually and participants from various
departments were not only required to attend classroom training but also to get practical experience on using
the fire extinguisher, etc. Upon completion of the training, the participants have learned to:
l
l
l
l
Incorporate the Fire Safety Team (Pasukan Keselamatan Kebakaran (PKK))

Extinguish fire at the beginning stage before fire brigades arrive.
Provide basic knowledge of danger and how a building can be on fire.
Provide basic theory and practical knowledge of procedure to fight and extinguish fire along with saving
the building.
Setting High Standard of Product Safety

Our instant noodle, snack and chilled manufacturing plants have systematic planned approach to controlling
product safety hazards. These plants were Hazard Analysis and Critical Control Point (HACCP) certified.
Thorough hazard prevention plans and controls were performed by our Quality Assurance Team and Research
& Development staff to ensure product safety from material input to final products.
Fulfilling consumers' expectation comes next by carrying out extensive sensory tests. These sensory tests were carried
out by our internal team as well as by external agencies, who were engaged to study the consumer's preferences.
37
HUMAN RESOURCES PRACTICE

General
Human Resources at Mamee-Double Decker demonstrate the commitment in developing the strong ties to our
employees. We are always seeking ways to better integrate the company's growth with the employee
development and employee engagement to ensure two key principles are achieved, (1) Our people shall deliver
the promised result / performance, and enjoy competitive remuneration and career advancement; (2) Our
people's code of conduct and ethics is the foundation of our professional relationship - with customers,
shareholders, business partners and we expected it from every employees.
Promised Result Vs Competitive Remuneration & Career Advancement
Our continued success relies on the employees, so we do everything to create an environment that contributes
to the promised results. We have assured our people that good performance pays off and the impact of
individual performance on compensation must be a direct experience.
Throughout the years, our performance measurement system has result in a corporate culture that is both
individually and organizationally driven. Our people are passionate for achievement and always strike for
outstanding results to fulfill ambitious goals of the company.
Being one of the Malaysia's successful consumer goods companies, we have ambitious goals to continue our
growth. As we develop and expand, new opportunities are always arising, creating space for us to realise
potential through people's talents and career advancement.
Code of Conduct & Ethics
The Employee Code of Conduct & Ethics is the foundation for all people system, which outlined most business
situation in the integrity and professional manner. With the consistent enforcement of the employee code of
conduct & ethics being the success drivers, our people from diversity, both culture and background, are able to
work together, turning creative thought into business reality.
Our people system is firmly committed to provide equal opportunity in all aspects of employment and will not
tolerate any illegal discrimination or harassment of any kind. We create creativity from within, maintain harmony
working environment, have smart casual dress code in most of our work sites and support our people in
achieving a work/life balance.
38
CORPORATE CULTURE
Integrity
We believe the quality of being honest in working with

our consumers and business partners and always earn
the trust from each other.
Intensity
We emphasis on the strength of being intense and

continuous in every work you done, with strong faith and
conviction. Small steps lead to a giant steps
Innovative
We always initiate proactive change to create profitable

growth and satisfy our ever-changing consumer needs
and expectations.
Involvement
We shall accomplish our goals through strong

teamwork and employees commitment.
Our motto A World of Good Taste applies as much to ourselves as it does to the consumers we serve.
At Mamee-Double Decker, our employees are discovering an ideal environment with lively and built-in culture
of 4 I's - Integrity, Intensity, Innovative and Involvement to work.
Mamee-Double Decker is committed to providing clear and transparent objectives for every single employee.
360 degree performance feedback tools is used to recognise the value of our people resources and helping
them to grow.
At Mamee-Double Decker, people are MDD's greatest asset. We pride ourselves on our products with good
taste, consistent quality, better value and nutrition. Recruitment for key positions represents a major investment
in the future business of Mamee-Double Decker. We invest in candidates who are able to grow with us and who
possess the potential and willingness to manage future business challenges within the context of our Group.
39
In Mamee-Double Decker Group, 4 Is - Integrity,

Intensity, Innovative, Involvement are woven into the culture we live it.
Mamee-Double Decker creates a leading organization by consistently attracting, nurturing and rewarding the
best professionals and specialists within its dynamic and complex business environment. The Group
encourages openness, approachable team players and a lively work environment, in order to meet the everchanging business globally.
The first step on the way to sustainable organizational growth is to give attention to our people's personal
ambition and behaviour. We aligning the employee ambition / behaviour with corporate culture - Integrity,
Intensity, Innovative, Involvement to develop inner peace and personal charisma, as well as improving our
people credibility with others.
We believe that a shared ethical values are required of everyone within the group.
40
Sport Activities
Oversea Incentive
Trip
Inhouse Training
EMPLOYEES' DEVELOPMENT
Employees' development programme is seen as a strategic investment for the
future success of Mamee-Double Decker. In year 2008, we have constantly
challenging the status quo by conducting various on-going activities from
external and internal best practices based on our employees' development
programme as above.
Teambuilding &
Motivation
Mamee-Double Decker shall continue sourcing for talented graduates and

professionals through various career programme, such as Malaysia Student
Internship Programme, Management Trainee Programme, Trainee Executive
Programme and Applied Skills Development Programme.
If you've got the ability, we've got the opportunity.
41
financial statementS
Directors' report
43
Statement by Directors
48
Statutory declaration
48
Independent auditors' report
49
Consolidated income statement
51
Company income statement
52
Consolidated balance sheet
53
Company balance sheet
54
Consolidated statement of changes in equity
55
Company statement of changes in equity
57
Consolidated cash flow statement
58
Company cash flow statement
60
Notes to the financial statements
62
directors report
The Directors have pleasure in submitting their report to the members together with the audited financial
statements of the Group and Company for the financial year ended 31 December 2008.
Principal activities
The principal activity of the Company consists of investment holding and provision of management services to
subsidiaries. The principal activities of the Group consist of manufacturing and marketing of food and dairy
products, soft drinks and property development activity.
There was no significant change in the nature of these activities during the financial year.
Financial results
Group
RM
Company
RM
Net profit for the financial year
23,606,357
177,178
Attributable to
Equity holders of the Company
Minority interests
23,596,507
9,850
177,178
0
23,606,357
177,178
Dividends
The amounts of dividends paid or declared by the Company since 31 December 2007 are as follows:
RM
In respect of the financial year ended 31 December 2007
as shown in the Directors' report of that year:
Final dividend of 5.0 sen gross per share tax exempt on 81,794,042
ordinary shares (date of Directors' Report)
Adjustments for dividends on repurchase of ordinary shares
under the Company's Share Buy-Back Plan
Total dividends paid on 26 June 2008
4,089,702
(3,140)
4,086,562
In respect of the financial year ended 31 December 2008:

Interim tax exempt dividend of 5.0 sen gross per share
declared on 26 November 2008 and paid on 8 January 2009
4,082,072
On 15 April 2009, the Directors proposed, subject to the approval of the members at the forthcoming Annual
General Meeting of the Company, a final dividend of 5.0 sen gross per share tax exempt on 81,641,442 ordinary
shares, amounting to RM4,082,072 for the financial year ended 31 December 2008.
43
Reserves and provisions

All material transfers to or from reserves or provisions during the financial year are shown in the financial statements.
Share capital
During the financial year, the issued and fully paid-up share capital of the Company was increased from
RM80,596,680 to RM86,378,042 by issuing 5,781,362 ordinary shares of RM1 each by virtue of exercise of the
warrant at an exercise price of RM1.33 per ordinary share.
The new issued shares rank pari-passu in all respects with the existing ordinary shares of the Company, except
that they will not be entitled to any dividends, rights, allotments and/or other distributions which entitlement date
precedes the relevant exercise date of the Scheme or Warrant.
Treasury shares
During the financial year, the Company repurchased 221,000 of its issued share capital from the open market
on Bursa Malaysia Securities Berhad for RM461,992. The average price paid for the shares repurchased was
approximately RM2.09 per share.
Details of the treasury shares are set out in Note 21(a) to the financial statements.
Executive Share Option Scheme

The Executive Share Option Scheme (ESOS or the Scheme) was approved by the shareholders at the
Extraordinary General Meeting held on 18 May 2005 and became effective on 12 September 2005. Details of
the Scheme are set out in Note 21(b) to the financial statements.
During the financial year, the number of ordinary shares of RM1 each covered under the options granted,
exercised and unissued pursuant to the Scheme is as follows:
Date
12.9.2005
Price
1.56
Number of ordinary shares of RM1 each covered under Options

At
At
1.1.2008
Granted
Exercised
Lapsed
31.12.2008
0
81,100
2,000
79,100
The Company has been granted exemption by the Companies Commission of Malaysia from having to disclose
in this report the name of the persons to whom options have been granted during the period and details of their
holding. This information has been separately filed with the Companies Commission of Malaysia.
Warrants
The Warrants were detached from the Redeemable Unsecured Bonds 1998/2004 as constituted by a Trust Deed
dated 22 June 1998. The warrants are quoted on Bursa Malaysia Securities Berhad. Each warrant entitles its
registered holder at any time not exceeding five (5) years from the date of its issue, to subscribe for one new
ordinary share of RM1 each in the Company at an exercise price of RM1.33 per warrant. The duration and
exercise period of the outstanding warrants were extended from 16 February 2003 to 16 February 2008.
During the financial year, 5,781,362 warrants have been exercised.
As at 31 December 2008, the number of warrants remaining unexercised was 147,858 warrants.
The listing of warrants have been removed from the official list of Bursa Malaysia Securities Berhad with effect
from 18 February 2008.
44
Directors
The Directors who have held office during the period since the date of the last report are:Datuk Pang Chin Hin
Datuk Pang Tee Chew
Datuk Pang Tee Nam
Dato' Mohamed Nizam bin Abdul Razak
Puan Rozana bte Tan Sri Dato' Haji Redzuan (appointed on 29 January 2009)
Datuk Pang Chin Hin and Y.A.M. Tunku Osman Ahmad retire pursuant to Section 129(2) of the Companies Act,
1965 and seek re-appointment as Directors under Section 129(6) of the said Act to hold office until the next
Annual General Meeting of the Company.
In accordance with the Company's Articles of Association, Datuk Pang Tee Nam retires by rotation at the
forthcoming Annual General Meeting and, being eligible, offers himself for re-election.
In accordance with the Company's Articles of Association, Puan Rozana bte Tan Sri Dato' Haji Redzuan
appointed during the period retires at the forthcoming Annual General Meeting and, being eligible, offers herself
for election.
Directors' benefits
During and at the end of the financial year, no arrangements subsisted to which the Company is a party, with
the object 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 except for the options over shares granted
by the Company to Eligible Employees, including certain Directors of the Company, pursuant to the Executive
Share Option Scheme.
Since the end of the previous financial year, no Director has received or become entitled to receive a benefit
(other than benefits disclosed as Directors' remuneration in Note 7 to the financial statements) by reason of a
contract made by the Company or a related corporation with the Director or with a firm of which he is a member,
or with a company in which he has a substantial financial interest except for any benefit which may be deemed
to have arisen by virtue of the transactions in the ordinary course of business with companies in which certain
of the Directors have substantial financial interests and as disclosed in Note 29 to the financial statements.
45
Directors' interests in shares and debentures

According to the Register of Director's Shareholdings, the interests of Directors in office at the end of the financial
year in shares, warrants and options in the Company are as follows:
Number of ordinary shares of RM1 each
At
Bought
Sold
31.12.2008
At
1.1.2008
Datuk Pang Chin Hin
Y.A.M Tunku Osman Ahmad
Datuk Pang Tee Chew
Datuk Pang Tee Nam
Dato' Mohamed Nizam bin
Abdul Razak
Datuk Pang Tee Chew

Datuk Pang Tee Nam
#
9,904,024
10,878,252
210,000
16,884,402
4,950,153
7,140,181
4,923,819
23,500
0
0
3,080,342
0
1,346,000
0
0
0
0
0
0
0
9,927,524
10,878,252*
210,000
19,964,744
4,950,153*
8,486,181
4,923,819*
1,133,333
1,133,333
At
1.1.2008
Bought
3,080,342
1,346,000
0
0
Number of warrants #
At
Exercised
31.12.2008
3,080,342
1,346,000
0
0
Each warrant entitles its registered holder to subscribe for one new ordinary share of RM1 each in the
Company at an exercise price of RM1.33 per warrant.
Number of options over ordinary shares of RM1 each

At
At
Granted
Exercised
31.12.2008
1.1.2008
Datuk Pang Chin Hin
Dato' Mohamed Nizam bin
Abdul Razak
Dato' Dr. Shanmughalingam
A/L Murugasu
*
8,000
8,000*
20,000
20,000
20,000
20,000
Represent the Director's indirect interests.
The share options were granted pursuant to the Executive Share Option Scheme of the Company and entitles
the holder to subscribe for one new ordinary share of RM1 each for every option held at RM1.56 per share.
Other than disclosed above, none of the other Directors in office at the end of the financial year held any interest
in shares in the Company and its related corporations. No Directors held any interest in debentures of the
Company and its related corporations during the financial year.
Statutory information on the financial statements

Before the income statements and balance sheets were made out, the Directors took reasonable steps:
(a)
(b)
to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of
allowance for doubtful debts and satisfied themselves that all known bad debts had been written off and
that adequate allowance had been made for doubtful debts; and
to ensure that any current assets, other than debts, which were unlikely to realise in the ordinary course of
business their value as shown in the accounting records of the Group and Company have been written
down to an amount which they might be expected so to realise.
46
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 the financial 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 Company misleading or inappropriate.
No contingent or other liability has become enforceable or is likely to become enforceable within the period of
twelve months after the end of the financial year which, in the opinion of the Directors, will or may substantially
affect the ability of the Group or the Company to meet their obligations when they fall due.
At the date of this report, there does not exist:
(a)
any charge on the assets of the Group and Company which has arisen since the end of the financial year
which secures the liability of any other person; or
(b)
any contingent liability of the Group and 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 financial statements which would render any amount stated in the financial statements misleading.
In the opinion of the Directors,
(a)
the results of the Group's and Company's 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 the financial year and the date of this report any
item, transaction or event of a material and unusual nature likely to affect substantially the results of the
operations of the Group or the 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 15 April 2009
DATO' DR. SHANMUGHALINGAM A/L MURUGASU

DIRECTOR
47
DATUK PANG TEE CHEW

DIRECTOR
statement by directors and

statutory declaration
STATEMENT BY DIRECTORS PURSUANT TO
SECTION 169(15) OF THE COMPANIES ACT, 1965
We, Dato' Dr. Shanmughalingam A/L Murugasu and Datuk Pang Tee Chew, two of the Directors of MameeDouble Decker (M) Berhad, state that in the opinion of the Directors, the financial statements set out on pages
51 to 104 are drawn up so as to give a true and fair view of the state of affairs of the Group and Company as
at 31 December 2008 and of the results and cash flows of the Group and Company for the financial year ended
on that date in accordance with the provisions of the Companies Act, 1965 and the 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 15 April 2009
DATO' DR. SHANMUGHALINGAM A/L MURUGASU

DIRECTOR
DATUK PANG TEE CHEW

DIRECTOR
STATUTORY DECLARATION PURSUANT TO

SECTION 169(16) OF THE COMPANIES ACT, 1965
I, Datuk Pang Tee Chew, the Director primarily responsible for the financial management of Mamee-Double
Decker (M) Berhad, do solemnly and sincerely declare that the financial statements set out on pages 51 to 104
are, in my opinion, correct and I make this solemn declaration conscientiously believing the same to be true,
and by virtue of the provisions of the Statutory Declarations Act, 1960.
DATUK PANG TEE CHEW

Subscribed and solemnly declared by the abovenamed Datuk Pang Tee Chew at Melaka in Malaysia on 15
April 2009, before me.
P. MURUGIAH
COMMISSIONER FOR OATHS
48
INDEPENDENT AUDITORS REPORT

TO THE MEMBERS OF MAMEE-DOUBLE
DECKER (M) BERHAD
REPORT ON THE FINANCIAL STATEMENTS
We have audited the financial statements of Mamee-Double Decker (M) Berhad, which comprise the balance
sheets as at 31 December 2008 of the Group and of the Company and the income statements, statements of
changes in equity and cash flow statements of the Group and of the Company for the financial year then ended,
and a summary of significant accounting policies and other explanatory notes, as set out on pages 51 to 104.
Directors' Responsibility for the Financial Statements

The Directors of the Company are responsible for the preparation and fair presentation of these financial
statements in accordance with the Companies Act, 1965 and the MASB Approved Accounting Standards in
Malaysia for Entities Other than Private Entities. This responsibility includes: designing, implementing and
maintaining internal control relevant to the preparation and fair presentation of financial statements that are free
from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting
policies; and making accounting estimates that are reasonable in the circumstances.
Auditors' Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our
audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply
with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on our judgement, including the assessment of risks of
material misstatement of the financial statements, whether due to fraud or error. In making those risk
assessments, we consider internal control relevant to the entity's preparation and fair presentation of the
financial statements in order to design audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates
made by the directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Opinion
In our opinion, the financial statements have been properly drawn up in accordance with the MASB Approved
Accounting Standards in Malaysia for Entities Other than Private Entities and the Companies Act, 1965 so as
to give a true and fair view of the financial position of the Group and of the Company as of 31 December 2008
and of their financial performance and cash flows for the financial year then ended.
49
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following:
(a)
In our opinion, the accounting and other records and the registers required by the Act to be kept by the
Company and its subsidiaries of which we have acted as auditors have been properly kept in accordance
with the provisions of the Act.
(b)
We have considered the financial statements and the auditors' reports of all the subsidiaries of which we
have not acted as auditors, which is indicated in Note 18 to the financial statements.
(c)
We are satisfied that the financial statements of the subsidiaries that have been consolidated with the
Company's financial statements are in form and content appropriate and proper for the purposes of the
preparation of the financial statements of the Group and we have received satisfactory information and
explanations required by us for those purposes.
(d)
The audit reports on the financial statements of the subsidiaries did not contain any qualification or any
adverse comment made under Section 174(3) of the Act.
OTHER MATTERS
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the
Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person
for the content of this report.
PRICEWATERHOUSECOOPERS
(No. AF: 1146)
Chartered Accountants
ERIC OOI LIP AUN

(No. 1517/06/10 (J))
Chartered Accountant
Melaka
15 April 2009
50
consolidated income statement

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2008
Note
2008
RM
2007
RM
396,967,181
359,741,695
(283,826,619)
(256,280,480)
113,140,562
103,461,215
7,176,904
5,213,634
Selling and distribution costs
(68,734,602)
(64,740,487)
Administrative expenses
(19,162,068)
(19,954,748)
(1,752,968)
(3,182,059)
Revenue
Cost of sales
Gross profit
Other operating income
Other operating expenses

Profit from operations
30,667,828
20,797,555
Finance costs
(579,214)
(879,664)
30,088,614
19,917,891
(6,482,257)
(5,917,687)
23,606,357
14,000,204
Equity holders of the Company

Minority interests
23,596,507
9,850
13,989,101
11,103
23,606,357
14,000,204
Profit before tax

Tax expense
Attributable to:
Earnings per share attributable to the

ordinary equity holders of the Company
(sen)
- Basic
10(a)
29.0
21.1
- Fully diluted
10(b)
29.0
20.2
Dividends declared per share (sen)
11
10.0
20.0
Dividends paid per share (sen)
11
5.0
25.0
51
company income statement

Note
2008
RM
2007
RM
5,000,420
53,794,373
42,999
303,145
(5,449,809)
(4,865,803)
941,687
(90,426)
Revenue
Other operating income
Administrative expenses
Other operating income/(expenses)
535,297
49,141,289
Finance costs
(265,119)
(531,223)
270,178
48,610,066
(93,000)
(13,232,113)
177,178
35,377,953
Profit before tax

Tax expense
52
CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2008
Note
2008
RM
2007
RM
12
13
14
15
16
17
72,446,110
11,375,279
9,192,977
16,155,691
458,703
577,000
67,457,362
11,434,985
8,960,001
14,554,581
172,998
399,000
110,205,760
102,978,927
30,640,434
68,355,848
762,012
33,729,500
11,556,541
29,013,007
56,041,387
1,595,342
17,400,000
28,159,499
145,044,335
132,209,235
255,250,095
235,188,162
86,378,042
(9,807,957)
13,348,032
101,402,397
80,596,680
(9,345,965)
12,237,794
85,974,524
Minority interests
191,320,514
230,487
169,463,033
220,637
Total equity
191,551,001
169,683,670
3,999,190
3,767,190
3,999,190
3,767,190
57,643,181
1,658,598
49,630,768
2,106,534
398,125
0
0
10,000,000
59,699,904
61,737,302
63,699,094
65,504,492
255,250,095
235,188,162
ASSETS
Non current assets
Property, plant and equipment
Prepaid lease rentals
Land held for property development
Investments
Intangible asset
Deferred tax assets
Current assets
Inventories
Receivables
Tax recoverable
Fixed deposits with licensed banks
Cash and bank balances
19
20
TOTAL ASSETS
EQUITY AND LIABILITIES

Equity attributable to equity holders
of the Company
Share capital
Treasury shares
Non-distributable reserves
Retained earnings
21
21(a)
22
Non current liabilities

Deferred tax liabilities
17
Current liabilities
Payables
Current tax liabilities
Borrowings - interest bearing
- bank overdraft
- others
23
24
Total liabilities
TOTAL EQUITY AND LIABILITIES
53
company balance sheet

AS AT 31 DECEMBER 2008
Note
2008
RM
2007
RM
12
15
18
497,313
7,440,129
21,863,900
496,167
7,062,789
21,409,805
29,801,342
28,968,761
20
3,647,082
164,908
25
76,565,377
0
6,100,000
669,828
77,874,934
87,072
3,300,000
13,198,111
86,982,287
94,625,025
116,783,629
123,593,786
86,378,042
(9,807,957)
9,187,862
25,769,852
80,596,680
(9,345,965)
7,280,013
33,761,308
111,527,799
112,292,036
5,249,902
5,928
0
1,301,750
0
10,000,000
5,255,830
11,301,750
5,255,830
11,301,750
116,783,629
123,593,786
ASSETS
Non current assets
Investments
Investments in subsidiaries
Current assets
Receivables
Amounts receivable from subsidiaries (net
of allowance for doubtful debts of
RM2,106,259, 2007: RM2,106,259)
Tax recoverable
Fixed deposits with a licensed bank
TOTAL ASSETS
EQUITY AND LIABILITIES

Equity attributable to equity holders
of the Company
Share capital
Treasury shares
Share premium
Retained earnings
21
21(a)
26
Total equity
Current liabilities
Payables
Current tax liabilities
Borrowings - interest bearing
23
24
Total liabilities
TOTAL EQUITY AND LIABILITIES
54
CONSOLIDATED STATEMENT OF CHANGES

IN EQUITY
---------------- Attributable to the equity holders of the Company ---------------Non- Distributable Share
Treasury distributable Retained
Minority
capital
Shares
Reserves
earnings
Total interests
RM
RM
RM
RM
RM
RM
Total
equity
RM
2008
Balance as at 1 January
80,596,680
(9,345,965)
12,237,794
85,974,524
169,463,033
220,637
169,683,670
Dividends for the financial year ended

- 31 December 2007
- 31 December 2008
0
0
0
0
0
0
(4,086,562)
(4,082,072)
(4,086,562)
(4,082,072)
0
0
(4,086,562)
(4,082,072)
Purchase of treasury shares
(461,992)
(461,992)
(461,992)
5,781,362
1,907,849
7,689,211
7,689,211
Currency translation differences
(797,611)
(797,611)
(797,611)
Expense recognised directly in equity
(797,611)
(797,611)
(797,611)
23,596,507
23,596,507
9,850
23,606,357
Total recognised (expense)/income

for the year
(797,611)
23,596,507
22,798,896
9,850
22,808,746
86,378,042
(9,807,957)
13,348,032
101,402,397
191,320,514
230,487
191,551,001
Issue of shares
- exercise of warrants
Balance as at 31 December
55
CONSOLIDATED STATEMENT OF CHANGES

IN EQUITY
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2008 (Continued)
---------------- Attributable to the equity holders of the Company ---------------Non- Distributable Share
Treasury distributable Retained
Minority
Shares
Reserves
earnings
Total interests
capital
RM
RM
RM
RM
RM
RM
Total
equity
RM
2007
66,358,700
(7,545,277)
7,495,300
88,264,543
154,573,266
209,534
154,782,800

- 31 December 2006
- 31 December 2007
0
0
0
0
0
0
(4,880,233)
(11,398,887)
(4,880,233)
(11,398,887)
0
0
(4,880,233)
(11,398,887)
(1,800,688)
(1,800,688)
(1,800,688)
14,216,980
21,000
0
0
4,691,610
11,760
0
0
18,908,590
32,760
0
0
18,908,590
32,760
39,124
39,124
39,124
Income recognised directly in equity
39,124
39,124
39,124
13,989,101
13,989,101
11,103
14,000,204
Total recognised income for the year
39,124
13,989,101
14,028,225
11,103
14,039,328
80,596,680
(9,345,965)
12,237,794
85,974,524
169,463,033
220,637
169,683,670
Issue of shares
- pursuant to ESOS
56
company STATEMENT OF CHANGES IN

EQUITY
Nondistributable - Distributable Treasury
Share
Retained
shares
premium
earnings
RM
RM
RM
Share
capital
RM
Total
RM
2008
80,596,680
(9,345,965)
7,280,013
177,178
177,178

- 31 December 2007
- 31 December 2008
0
0
0
0
0
0
(4,086,562)
(4,082,072)
(4,086,562)
(4,082,072)
(461,992)
(461,992)
5,781,362
1,907,849
7,689,211
86,378,042
(9,807,957)
9,187,862
Issue of shares
33,761,308 112,292,036
25,769,852 111,527,799
Nondistributable - Distributable Treasury

Share
Retained
shares
premium
earnings
RM
RM
RM
Share
capital
RM
Total
RM
2007
66,358,700
(7,545,277)
2,576,643
14,662,475
76,052,541
35,377,953
35,377,953

- 31 December 2006
- 31 December 2007
0
0
0
0
0
0
(1,800,688)
(1,800,688)
Issue of shares
- pursuant to ESOS
14,216,980
21,000
0
0
4,691,610
11,760
0
0
18,908,590
32,760
80,596,680
(9,345,965)
7,280,013
57
(4,880,233) (4,880,233)
(11,398,887) (11,398,887)
33,761,308 112,292,036
CONSOLIDATED CASH FLOW STATEMENT

2008
RM
2007
RM
23,596,507
13,989,101
8,612,933
(1,058,889)
133,511
0
10,174,096
(540,318)
57,974
1,009,163
189,820
253,151
(144,396)
(1,535,197)
6,482,257
2,001,224
(168,992)
(185,751)
9,850
186,869
525,000
(342,717)
(1,034,839)
5,917,687
0
(704,401)
324,214
11,103
38,186,028
29,572,932
(1,381,515)
(12,100,466)
1,953,413
(3,069,271)
3,218,018
(7,345,583)
Cash from operations
26,657,460
22,376,096
Tax paid
(6,042,864)
(6,284,982)
Net cash from operating activities
20,614,596
16,091,114
Note
Cash flows from operating activities
Net profit attributable to equity holders
of the Company
Adjustments for:
- depreciation
- profit on disposal
- written off
- impairment loss
Prepaid lease rental
- amortisation
Interest expense
Dividend income
Interest income
Tax charge
Allowance for diminution in value of investments
Gain on disposal of investments
Unrealised (gain)/loss on foreign exchange
Minority interests
Changes in working capital:

Inventories
Receivables
Payables
Cash flows from investing activities

Acquisition of subsidiary (Note 18)
Proceeds from disposal of investments
Proceeds from disposal of property, plant and
equipment
Purchase of investments
Purchase of property, plant and equipment
Land held for property development paid
Prepaid lease rentals paid
Interest received
Dividends received
(396,652)
11,844,842
0
15,739,630
1,846,499
(15,257,967)
(13,657,733)
(232,976)
(23,006)
1,514,982
144,396
722,244
(15,473,115)
(7,942,655)
(55,081)
0
836,862
342,717
Net cash used in investing activities
(14,217,615)
(5,829,398)
58
consolidated cash flow statement

Note
2008
RM
2007
RM
(4,086,562)
(253,151)
(10,000,000)
(461,992)
7,689,211
(16,279,120)
(525,000)
0
(1,800,688)
18,941,350
(7,112,494)
336,542
(715,513)
10,598,258
43,930
(19,163)
45,559,499
34,980,404
44,887,916
45,559,499
Cash flows from financing activities

Dividends paid
Interest paid
Repayment of term loan
Proceeds from issuance of shares
Net cash (used in)/from financing activities
Net (decrease)/increase in cash and cash

equivalents
Effect on exchange rate difference
Cash and cash equivalents at beginning
of the financial year
Cash and cash equivalents at end
27
59
company cash flow statement

2008
RM
2007
RM
177,178
35,377,953
152,629
(42,999)
253,151
0
(772,754)
93,000
562,800
0
(690,946)
129,362
0
525,000
(49,041,425)
(573,948)
13,232,113
0
(303,145)
82,242
(267,941)
(571,848)
Changes in working capital:

Receivables
Payables
Balances with subsidiaries
(3,482,174)
(133,920)
2,315,269
(67,964)
(1,441,084)
9,597,011
Net cash (used in)/from operating activities
(1,568,766)
7,516,115
(6,020,215)
(454,095)
5,080,075
(153,776)
(6,750,000)
(249,999)
8,774,222
(410,991)
43,000
0
457,988
1,702
33,600
36,219
(1,047,023)
1,434,753
Note
Cash flows from operating activities
Adjustments for:
- depreciation
Interest expense
Dividend income
Interest income
Tax charge
Allowance for diminution in value of investments
Unrealised (gain)/loss on foreign exchange
Cash flows from investing activities

Purchase of investments
Acquisition of subsidiaries
Proceeds from disposal of investments
Purchase of property, plant and equipment
Proceeds from disposal of property, plant and
equipment
Dividend received
Interest received
18
Net cash (used in)/from investing activities
60
company cash flow statement

2008
RM
2007
RM
(4,086,562)
(253,151)
(10,000,000)
(461,992)
7,689,211
(16,279,120)
(525,000)
0
(1,800,688)
18,941,350
Net cash (used in)/from financing activities
(7,112,494)
336,542
Net (decrease)/increase in cash and cash

equivalents
(9,728,283)
9,287,410
Cash and cash equivalents at beginning

16,498,111
7,210,701
6,769,828
16,498,111
Note
Cash flows from financing activities
Dividends paid
Interest paid
Repayment of term loan
Proceeds from issuance of shares
Cash and cash equivalents at end

27
61
notes to the financial statements

1.
General information
The principal activity of the Company consists of investment holding and provision of management
services to subsidiary companies.
The principal activities of the Group consist of manufacturing and marketing of food and dairy products,
soft drinks and property development activity.
The Company is a public limited liability company, incorporated and domiciled in Malaysia and listed on
the Main Board of Bursa Malaysia Securities Berhad.
The address of the registered office of the Company is Suite 1301, 13th Floor, City Plaza, Jalan Tebrau,
80300 Johor Bahru, Johor.
The address of the principal place of business of the Company is Lot 1, Ayer Keroh Industrial Estate, Ayer
Keroh, 75450 Melaka.
2.
Summary of significant accounting policies

Unless otherwise stated, the following accounting policies have been applied consistently in dealing with
items which are considered material in relation to the financial statements. These policies have been
consistently applied to all the years presented, unless otherwise stated.
(a)
Basis of preparation
The financial statements of the Group and Company have been prepared in accordance with the
Companies Act, 1965 and the MASB Approved Accounting Standards for Entities Other than Private
Entities.
The financial statements have been prepared under the historical cost conversion, unless otherwise
indicated in this summary of significant accounting policies.
The preparation of financial statements in conformity with the provisions of the MASB Approved
Accounting Standards for Entities Other than Private Entities requires the use of certain critical
accounting estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses during the reported period. It also requires Directors to exercise
their judgement in the process of applying the Company's accounting policies. Although these
estimates and judgment are based on the Directors' best knowledge of current events and actions,
actual results may differ from those estimates.
The areas involving a higher degree of judgement or complexity, or areas where assumptions and
estimates are significant to the financial statements are disclosed in Note 3.
(i)
Standards, amendments to published standards and interpretations that are applicable

to the Group and are effective
The new accounting standards, amendments to published standards and interpretations to
existing standards effective for the Group's financial year ended 31 December 2008 and
applicable to the Group are as follows:
l
l
l
l
FRS
FRS
FRS
FRS
FRS 121
l
l
FRS 134
FRS 137
107
112
118
120
Cash Flow Statements (2007)

Income Taxes (2007)
Revenue (2007)
Accounting for Government Grants and Disclosure of Government
Assistance (2007)
Amendments to FRS 121 - The Effects of Changes in Foreign Exchange
Rates
Interim Financial Reporting (2007)
Provisions, Contingent Liabilities and Contingent Assets (2007)
62
2.
Summary of significant accounting policies (continued)

(a)
Basis of preparation (continued)

(i)
Standards, amendments to published standards and interpretations that are applicable

to the Group and are effective (continued)
All changes in accounting policies have been made in accordance with the transitional
provisions in the respective standards, amendments to published standards and interpretations.
All standards, amendments and interpretations adopted by the Group require retrospective
application.
The adoption of the above standards, amendments to published standards and interpretations
have no material effect on the Group's and Company's financial statements.
(ii)
Standards, amendments to published standards and interpretations that are effective

but not relevant
The following standards, amendments and interpretations to published standards are mandatory
for the Group's accounting periods beginning on or after 1 January 2008 but they are not
relevant to the Group's operations:
l
l
FRS 111
IC Interpretation 1
l
l
IC Interpretation 2
IC Interpretation 5
IC Interpretation 6
IC Interpretation 7
IC Interpretation 8
Construction Contracts (2007)

Changes in Existing Decommissioning, Restoration and Similar
Liabilities
Members' Shares in Co-operative Entities and Similar Instruments
Rights to Interests arising from Decommission, Restoration and
Environmental Rehabilitation Funds
Liabilities arising from Participating in a Specific Market Waste
Electrical and Electronic Equipment
Applying the Restatement Approach under FRS 129 Financial
Reporting in Hyperinflationary Economies
Scope of FRS 2
(iii) Standards, amendments to published standards and interpretations to existing standards

that are not yet effective and have not been early adopted
The new standards, amendments to published standards and interpretations that are applicable
to the Group's financial periods beginning on or after 1 January 2009 or later periods, but which
the Group has not early adopted, are as follows:
l
FRS 8 Operating Segments (effective for annual period beginning on or after 1 July 2009).
FRS 8 replaces FRS 114 2004 Segment Reporting. The new standard requires a
'management approach', under which segment information is presented on the same
basis as that used for internal reporting purposes. The Group will apply this standard from
financial periods beginning on 1 January 2010.
IC Interpretation 9 Reassessment of Embedded Derivatives (effective for annual period
beginning on or after 1 January 2010). IC Interpretation 9 requires an entity to assess
whether an embedded derivative is required to be separated from the host contract and
accounted for as a derivative when the entity first becomes a party to the contract.
Subsequent reassessment is prohibited unless there is a change in the terms of the
contract that significantly modifies the cash flows that otherwise would be required under
the contract, in which case reassessment is required. The Group will apply this standard
from financial periods beginning on 1 January 2010.
63
2.

(a)
Basis of preparation (continued)

(iii) Standards, amendments to published standards and interpretations to existing standards
that are not yet effective and have not been early adopted (continued)
l
IC Interpretation 10 Interim Financial Reporting and Impairment (effective for annual

period beginning on or after 1 January 2010). IC Interpretation 10 prohibits the impairment
losses recognised in an interim period on goodwill and investments in equity instruments
and in financial assets carried at cost to be reversed at a subsequent balance sheet date.
The Group will apply this standard from financial periods beginning on 1 January 2010.
The following standards will be effective for annual period beginning on or after 1 January
2010. The Group will apply these standards from financial periods beginning on 1 January
2010. The Group has applied the transitional provision in the respective standards which
exempts entities from disclosing the possible impact arising from the initial application of
the standard on the financial statements of the Group and Company.
-
(b)
FRS 139
FRS 4
FRS 7
Financial Instruments: Recognition and Measurement

Insurance Contracts
Financial Instruments: Disclosures
Economies entities in the Group

(i)
Subsidiaries
Subsidiaries are those corporations in which the Group has power to exercise control over the
financial and operating policies so as to obtain benefits from their activities, generally
accompanying a shareholding of more than one half of the voting rights. The existence and
effect of potential voting rights that are currently exercisable or convertible are considered when
assessing whether the Group controls another entity.
Subsidiaries are consolidated using the purchase method of accounting except for certain
business combinations which were accounted for using the merger method as these
subsidiaries were consolidated prior to 1 January 2002 in accordance with Malaysian
Accounting Standard No. 2 Accounting for Acquisition and Mergers, the general accepted
accounting principle prevailing at that time.
The Group has taken advantage of the exemption provided by FRS 3 to apply these Standards
prospectively. Accordingly, business combinations entered into 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 is transferred to the Group and are de-consolidated from the date that control
ceases. The cost of an acquisition is measured as fair value of the assets given, equity
instruments issued and liabilities incurred or assumed at the date of exchange, plus costs
directly attributable to the acquisition.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business
combination are measured initially 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
Group's share of the identifiable net assets acquired at the date of acquisition is reflected as
goodwill. See the accounting policy Note 2(k) on goodwill. If the cost of acquisition is less than
the fair value of the net assets of the subsidiary acquired, the difference is recognised directly
in the income statement.
64
2.

(b)
Economies entities in the Group (continued)

(i)
Subsidiaries (continued)
Minority interest represent that portion of the profit or loss and net assets of a subsidiary
attributable to equity interests that are not owned, directly or indirectly through subsidiaries, by
the parent. It is measured at the minorities' share of the fair value of the subsidiaries' identifiable
assets and liabilities at the acquisition date and the minorities' share of changes in the
subsidiaries' equity since that date.
Under the merger method of accounting, the results of subsidiaries are presented as if the
merger had been effected throughout the current and previous years. The assets and liabilities
combined are accounted for based on the carrying amounts from the perspective of the common
control shareholder at the date of transfer. On consolidation, the difference between the cost
of merger and the nominal value of the shares acquired is adjusted against retained earnings.
Intragroup transactions, balances and unrealised gains on transactions between Group
companies are eliminated. Unrealised losses are also eliminated but considered an impairment
indicator of the asset transferred. Accounting policies of subsidiaries have been changed
where necessary to ensure consistency with the policies adopted by the Group in the
consolidated income statement.
The gain or loss on disposal of a subsidiary is the difference between the disposal proceeds
and the Group's share of its net assets as of the date of disposal including the cumulative
amount of any exchange differences that relate to the subsidiary is recognised on the
consolidated income statement.
(ii)
Transactions with minority interests

The Group applies a policy of treating transactions with minority interests as transactions with
equity owners of the Group. For purchases from minority interests, the difference between any
consideration paid and the relevant share acquired of the carrying value of net assets of the
subsidiary is deducted from equity. Gains or losses on disposals to minority interests are also
recorded in equity. For disposals to minority interests, differences between any proceeds
received and the relevant share of minority interests are also recorded in equity.
(c)

Freehold land and assets under construction are stated at cost. Land and buildings are stated at
Directors' valuation with subsequent additions at cost, less accumulated depreciation/impairment.
The Directors have applied the transitional provisions of International Accounting Standard (IAS) No
16 (revised) Property, Plant and Equipment as permitted by Malaysian Accounting Standards Board
(MASB) which allows property, plant and equipment to be stated at their last recorded valuations less
depreciation. Freehold and leasehold land, and buildings acquired in 1991 or earlier are stated at
valuations determined by independent professional valuers in 1991 using open market value. The
1991 recorded valuations have not been updated as the Group has not adopted a policy of regular
periodic revaluations of property, plant and equipment as permitted by the IAS 16 (revised)
transitional provisions.
Freehold land and buildings acquired after 1991 are stated at cost less accumulated depreciation and
impairment losses. The other property, plant and equipment are stated at cost less accumulated
depreciation/impairment. Cost includes expenditure that is directly attributable to the acquisition of
the items.
65
2.

(c)
Property, plant and equipment (continued)

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow
to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced
part is derecognised. All other repairs and maintenance are charged to the income statement during
the financial period in which they are incurred.
Freehold land is not depreciated as it has an infinite life. Other property, plant and equipment are
depreciated on the straight line basis to write off the cost of the assets, or their revalued amounts, to
their residual values over their estimated useful lives, summarised as follows:
Years
Buildings
Plant and machinery
Furniture, fittings and equipment
Motor vehicles
5 - 50
2 - 14
2 - 10
2-5
Depreciation on assets under construction commences when the assets are ready for their intended use.
Residual values and useful live of assets are reviewed, and adjusted if appropriate, at each balance
sheet date.
At each balance sheet date, the Group assesses whether there is any indication of impairment. If
such indications exist, an analysis is performed to assess whether the carrying amount of the asset
is fully recoverable. A write down is made if the carrying amount exceeds the recoverable amount.
See accounting policy Note 2(e) on impairment of assets.
Gains and losses on disposals are determined by comparing proceeds with carrying amount and are
included in profit/loss from operations.
(d)
Prepaid lease rentals

Payments for rights to use land over a predetermined period is classified as prepaid lease rentals
and is stated at cost less accumulated amortisation and accumulated impairment losses. The prepaid
lease rentals are depreciated on a straight line basis over the lease periods ranging form 60 to 99 years.
(e)
Impairment of assets
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for
impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount may not be recoverable. An impairment
loss is recognised for the amount by which the carrying amount of the asset exceeds its recoverable
amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in
use. For the purposes of assessing impairment, assets are grouped at the lowest level for which
there is separately identifiable cash flows (cash-generating units). Non-financial assets other than
goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each
reporting date.
The impairment loss is charged to the income statement. Impairment losses on goodwill are not
reversed. In respect of other assets, any subsequent increase in recoverable amount is recognised
in the income statement.
66
2.

(f)
Investments
Investments in subsidiaries are shown at cost. Where an indication of impairment exists, the carrying
amount of the investment is assessed and written down immediately to its recoverable amount. See
accounting policy Note 2(e) on impairment of assets.
Investments in other non-current investments are shown at cost and an allowance for diminution in
value is made where, in the opinion of the Directors, there is a decline other than temporary in the
value of such investments. Where there has been a decline other than temporary in the value of an
investment, such a decline is recognised as an expense in the year in which the decline is identified.
On disposal of an investment, the difference between net disposal proceeds and its carrying amount
is charged/credited to the income statement.
(g)
Land held for property development

Land held for property development consists of land on which no significant development work has
been undertaken or where development activities are not expected to be completed within the normal
operating cycle. Such land is classified as non current asset and is stated at cost less accumulated
impairment losses.
Cost associated with the acquisition of land includes the purchase price of the land, professional
fees, stamp duties, commissions, conversion fees and other relevant levies. Where an indication of
impairment exists, the carrying amount of the asset is assessed and written down immediately to its
recoverable amount. See accounting policy Note 2(e) on impairment of assets.
Land held for property development is transferred to property development costs (under current
assets) when development activities have commenced and where the development activities can be
completed within the Group's normal operating cycle.
(h)
Inventories
Inventories are stated at the lower of cost and net realisable value.
Cost is determined using the weighted average method. The cost of finished goods and work in
progress comprises raw materials, direct labour, other direct costs and related production overheads
(based on normal operating capacity). It excludes borrowing costs.
Consumables and store items are valued at the lower of cost and net realisable value, cost being
determined on the first-in, first-out basis.
Net realisable value is the estimated selling price in the ordinary course of business, less the costs
of completion and applicable variable selling expenses.
(i)
Income taxes
Current tax expense is determined according to the tax laws of each jurisdiction in which the Group
operates and include all taxes based upon the taxable profits, and real property gains taxes payable
on disposal of properties.
Deferred tax is recognised in full, using the liability method, on temporary differences arising between
the amounts attributed to assets and liabilities for tax purposes and their carrying amounts in the
financial statements.
Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available
against which the deductible temporary differences or unused tax losses can be utilised.
67
2.

(i)
Income taxes (continued)

Deferred tax is recognised on temporary differences arising on investments in subsidiaries except
where the timing of the reversal of the temporary difference can be controlled and it is probable that
the temporary difference will not reverse in the foreseeable future.
Deferred tax is determined using tax rates (and tax laws) that have been enacted or substantially
enacted by the balance sheet date and are expected to apply when the related deferred tax asset is
realised or the deferred tax liability is settled.
(j)
Foreign currencies
(i)
Functional and presentation currency

Items included in the financial statements of each of the Group's entities are measured using
the currency of the primary economic environment in which the entity operates (the functional
currency). The financial statements are presented in Ringgit Malaysia, which is the Company's
functional and presentation currency.
(ii)
Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange
rates prevailing at the date of the transactions. Foreign exchange gains and losses resulting
from the settlement of such transactions and from the translation at year-end exchange rates
of monetary assets and liabilities denominated in foreign currencies are recognised in the
income statement.
(iii) Group companies

The results and financial position of all the group entities (none of which has the currency of a
hyperinflationary economy) that have a functional currency different from the presentation currency
are translated into the presentation currency as follow:
l
assets and liabilities for each balance sheet presented are translated at the closing rate at the
date of that balance sheet;
income and expenses for each income statement are translated at average exchange rates; and
all resulting exchange differences are recognised as a separate component of equity.
On consolidation, exchange differences arising from the translation of the net investment in foreign
operations are taken to shareholders' equity. When a foreign operation is partially disposed of or sold,
exchange differences that were recorded in equity are recognised in the income statement as part of
the gain or loss on sale.
(k)
Intangible assets - Goodwill

Goodwill represents the excess of the cost of acquisition of subsidiaries over the fair value of the
Group's share of their identifiable net assets at the date of acquisition.
Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses.
Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include
the carrying amount of goodwill relating to the entity sold.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation
is made to those cash-generating units or groups of cash-generating units that are expected to
benefit from the synergies of the business combination in which the goodwill arose. The Group
allocates the entire goodwill to a single business segment which manufacture, market and contract
pack soft drinks. See accounting policy Note 2(e) on impairment of non-financial assets.
68
2.

(l)
Trade receivables
Trade receivables are carried at invoice amount less an allowance for doubtful debts. The allowance
is established when there is objective evidence that the Group will not be able to collect all amounts
due according to the original terms of receivables.
(m) Government grants

Grants from the government are recognised at their fair value where there is a reasonable assurance
that grant will be received and the Group will comply with all attached conditions.
(n)
Cash and cash equivalents

For the purposes of cash flow statements, cash and cash equivalents comprise cash on hand,
deposits held at call with banks, other short term, highly liquid investments with original maturities of
three months or less, and bank overdraft. Bank overdrafts are included within borrowings in current
liabilities on the balance sheet.
(o)
Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the sale of goods
and services in the ordinary course of the Group's activities. Revenue is shown net of sales tax/valueadded tax, returns, 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 economic benefits will flow to the entity and specific criteria have been met for each of the
Group's activities as described below. The amount of revenue is not considered to be reliably
measurable until all contingencies relating to the sale have been resolved. The Group bases its
estimates on historical results, taking into consideration the type of customer, the type of transaction
and the specifics of each arrangement.
(i)
Sales of goods
Sales of goods are recognised when a group entity has delivered products to the customers,
the customers have full discretion over the channel and price to sell the products, and there is
no unfulfilled obligation that could affect the customers' acceptance of the products.
(ii)
Income from provision of advertising services

Income from provision of advertising services is recognised when the services are rendered.
(iii) Interest income

Interest income is recognised on a time proportion basis, taking into account the principal
outstanding and the effective rate over the period to maturity, when it is determined that such
income will accrue to the Group.
(iv) Dividend income
Dividend income is recognised when the Group's right to receive payment is established.
(p)
Share capital
(i)
Classification
Ordinary shares are classified as equity.
69
2.

(p)
Share capital (continued)

(ii)
Share issue costs

Incremental external costs directly attributable to the issue of new shares or options are shown
in equity as a deduction, net of tax, from the proceeds.
(iii) Dividends to shareholders of the Company

Dividends on ordinary shares are recognised as a liability when proposed or declared by the
Board of Directors before the balance sheet date. Dividends when proposed or declared by the
Board of Directors after the balance date but before the financial statements are authorised for
issue will be accounted for in the next financial year.
(iv) Purchase of own shares
Where the Company purchases the Company's equity share capital, the consideration paid,
including any directly attributable incremental external costs, net of tax, is deducted from total
shareholders' equity as treasury shares until they are cancelled, reissued or disposed of.
Where such shares are subsequently sold or reissued, any consideration received, net of any
directly attributable incremental external costs and the related tax effects, is included in
shareholders' equity.
(q)
Borrowings
Classification
Borrowings are initially recognised based on the proceeds received, net of transaction costs incurred.
In subsequent periods, borrowings are stated at amortised cost using the effective yield method; any
difference between proceeds (net of transaction costs) and the redemption value is recognised in the
income statement over the period of the borrowings.
Interest, dividends, losses and gains relating to a financial instrument, or a component part, classified
as a liability is reported within finance cost in the income statement.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer
settlement of the liability for at least 12 months after the balance sheet date.
(r)
Financial instruments
(i)
Description
A financial instrument is any contract that gives rise to both a financial asset of one enterprise
and a financial liability or equity instrument of another enterprise.
A financial asset is any asset that is cash, a contractual right to receive cash or another financial
asset from another enterprise, a contractual right to exchange financial instruments with
another enterprise under conditions that are potentially favourable, or an equity instrument of
another enterprise.
A financial liability is any liability that is a contractual obligation to deliver cash or another
financial asset to another enterprise, or to exchange financial instruments with another
enterprise under conditions that are potentially unfavourable.
70
2.

(r)
Financial instruments (continued)

(ii)
Financial instruments recognised on the balance sheet

The particular recognition method adopted for financial instruments recognised on the balance
sheet is disclosed in the individual policy statements associated with each item.
(iii) Fair value estimation for disclosure purposes

In assessing the fair value of non-traded derivatives and financial instruments, the Group uses
a variety of methods and makes assumptions that are based on market conditions existing at
each balance sheet date. Quoted market prices or dealer quotes for the specific or similar
instruments are used for long term debt. Other techniques, such as option pricing models and
estimated discounted value of future cash flows, are used to determine fair value for the
remaining financial instruments. In particular, the fair value of financial liabilities is estimated by
discounting the future contractual cash flows at the current market interest rate available to the
Group for similar financial instruments.
The face values, less any estimated credit adjustments, for financial assets and liabilities with
tenure to maturity of less than one financial year are assumed to approximate their fair values.
(s)
Employee benefits
(i)
Short term employee benefits

The Group recognises a liability and an expense for bonuses, based on a formula that takes
into consideration the profit attributable to the Company's shareholders after certain adjustments.
Wages, salaries, paid annual leave and sick leave, bonuses, and non-monetary benefits are
accrued in the period in which the associated services are rendered by employees of the Group.
(ii)
Post-employment benefits
The Group's post-employment benefit scheme comprises only defined contribution plan.
A defined contribution plan is a pension plan under which the Group pays fixed contributions
into a separate entity (a fund) and will have no legal or constructive obligations to pay further
contributions if the fund does not hold sufficient assets to pay all employees benefits relating to
employee service in the current and prior periods.
The Group's contributions to defined contribution plans are charged to the income statement in
the period to which they relate. Once the contributions have been paid, the Group has no
further payment obligations.
(iii) Share-based compensation

The Group operates an equity-settled, share-based compensation plan for the employees of
the Group.
The fair value of the employees services received in exchange for the grant of the share options
is recognised as an expense in the income statement over the vesting periods of the grant with
a corresponding increase in equity.
The total amount to be expensed over the vesting period is determined by reference to the fair
value of the share options granted, excluding the impact of any non-market vesting conditions
(for example, profitability and sales growth targets). Non-market vesting conditions are included
in assumptions about the number of options that are expected to vest. At each balance sheet
date, the Group revises its estimates of the number of share options that are expected to vest.
It recognises the impact of the revision of original estimates, if any, in the income statement,
with a corresponding adjustment to equity.
71
2.

(s)
Employee benefits (continued)

(iii) Share-based compensation (continued)
The proceeds received net of any directly attributable transaction costs are credited to share
capital (nominal value) and share premium when the options are exercised.
(t)
Segment reporting
Segment reporting is presented for enhanced assessment of the Group's risks and returns. Business
segments provide products or services that are subject to risk and returns that are different from
those of other business segments. Geographical segments provide products or services within a
particular economic environment that is subject to risk and returns that are different from those
components operating in other economic environments.
Segment revenue, expense, assets and liabilities are those amounts resulting from the operating
activities of a segment that are directly attributable to the segment and the relevant portion that can
be allocated on a reasonable basis to the segment.
Segment revenue, expense, assets and segment liabilities are determined before intragroup
balances and intragroup transactions are eliminated as part of the consolidation process, except to
the extent that such intragroup balances and transactions are between Group enterprises within a
single segment.
3.
Critical accounting estimates and judgments

Estimates and judgements are continually evaluated by the Directors and are based on historical
experience and other factors, including expectations of future events that are believed to be reasonable
under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates
will, by definition, rarely equal the related actual results. To enhance the information content of the
estimates, certain key variables that are anticipated to have material impact to the Group's results and
financial position are tested for sensitivity to changes in the underlying parameters. The estimates and
assumptions that have a significant risk of causing a material adjustment to the carrying amounts of the
assets and liabilities within the next financial year are outlined below.
Classification between investment properties and property, plant and equipment
The Group developed certain criteria based on FRS 140 in making judgment whether a property qualifies
as an investment property. Investment property is a property held to earn rentals or for capital appreciation
or both, while other properties without the above intention are considered held for use in the production of
goods and services or for administration purposes, and are considered property, plant and equipment.
The Group has vacant land and buildings as at 31 December 2008 which were not used in the production
of goods and services. The Group has decided not to treat these properties as investment properties
because it is not the Group's intention to hold these properties for long term capital appreciation or rental
income. The carrying amount of these properties as at 31 December 2008 was RM1,755,490 (2007:
RM1,798,406).
72
4.
Impairment of assets
(a)
Impairment tests for goodwill

The carrying amount of goodwill is allocated to the Group's cash-generating unit (CGU) as follows:Group
Beverage plant, Malaysia

Advertising contractor and agent, Malaysia
2008
RM
2007
RM
172,998
285,705
172,998
0
458,703
172,998
Recoverable amount based on value in use

The recoverable amount of a CGU is determined based on value in use calculations. These
calculations use pre-tax cash flow forecast based on financial budgets approved by the Directors
covering a period of twelve months. If the twelve months' cash flow forecast shows indication of
impairment, a five years' cash flow projection will be performed.
The Directors have determined the cash flow forecast based on past performance and its expectations
of market development and major material price trends.
(b)
Impairment loss
Group
Impairment loss of property, plant and equipment was

included in the following income statement line item
- other operating expenses
5.
2008
RM
2007
RM
1,009,163
Revenue
Group
Sale of goods
Management fee income
Gross investment income:
- dividends
- interest
Company
2008
2007
RM
RM
2008
RM
2007
RM
396,967,181
0
359,741,695
0
0
4,227,666
0
4,179,000
0
0
0
0
0
772,754
49,041,425
573,948
396,967,181
359,741,695
5,000,420
53,794,373
73
6.

Profit from operations is arrived at after charging/(crediting):
Group
Auditors' remuneration
- statutory audit
- current year
- prior year's overaccrual
- other service
- depreciation
- written off
- impairment loss
Prepaid lease rental
- amortisation
Rental of buildings
Staff costs (including
remuneration of executive
Directors)
- salaries, wages, bonus and
other employee benefits
- defined contribution
retirement plan
(Gain)/loss on foreign exchange
- realised
- unrealised
Income from investments (gross):
- quoted in Malaysia
- unquoted subsidiary companies
Interest income
(Write back)/allowance for
doubtful debts (net)
Allowance for diminution in
value of investments
Government grant received
Company
2008
2007
RM
RM
2008
RM
2007
RM
81,250
0
3,850
77,600
(2,000)
3,850
13,600
0
3,850
13,000
(2,000)
3,850
8,612,933
(1,058,889)
133,511
0
10,174,096
(540,318)
57,974
1,009,163
152,629
(42,999)
0
0
129,362
0
1,702
0
189,820
237,285
186,869
273,839
0
0
0
2,000
29,406,816
32,673,399
3,123,329
3,248,511
2,361,295
2,782,753
412,581
422,221
(574,970)
(185,751)
331,539
324,214
0
(690,946)
8,184
82,242
(144,396)
0
(1,535,197)
(168,992)
(342,717)
0
(1,034,839)
(704,401)
(194,287)
206,076
2,001,224
(224,074)
0
(92,337)
562,800
0
0
0
0
(33,600)
0 (49,007,825)
(772,754)
(573,948)
0
(303,145)
The cost of inventories recognised as an expense during the financial year amounted to RM283,826,619
(2007: RM256,280,480) for the Group.
74
7.
Directors' remuneration
The aggregate amount of emoluments receivable by Directors of the Company during the financial year
are as follows:
Group
2007
RM
100,000
60,000
100,000
60,000
100,000
60,000
100,000
60,000
102,000
122,000
80,000
100,000
2,200,200
222,205
2,052,229
211,565
2,150,520
222,205
2,002,549
211,565
59,000
57,800
2,743,405
2,603,594
2,671,725
2,474,114
253,151
326,063
525,000
354,664
253,151
11,968
525,000
6,223
579,214
879,664
265,119
531,223
6,286,819
141,438
6,034,307
278,380
93,000
0
13,232,113
0
6,428,257
6,312,687
93,000
13,232,113
54,000
(395,000)
6,482,257
5,917,687
93,000
13,232,113
Non-executive Directors:
- fees
- allowances
Executive Directors:
- fees
- basic salaries, bonus and
other emoluments
- defined contribution retirement plan
- estimated monetary value of
benefits-in-kind
8.
Finance costs
Interest on term loans
Other bank charges
9.
Company
2008
2007
RM
RM
2008
RM
Tax expense
(a)
The tax charge comprise:

Current tax:
- Malaysian tax
- Foreign tax
Deferred tax (Note 17)
75
9.
Tax (Continued)
(a)
The tax charge comprise: (continued)

Group
Current tax
Current year
Benefit from previously
unrecognised tax losses
(Over)/under accrual in prior year
(net)
2007
RM
7,017,000
6,148,012
93,000
13,232,113
(63,000)
(18,909)
(525,743)
183,584
6,428,257
6,312,687
93,000
13,232,113
54,000
(395,000)
6,482,257
5,917,687
93,000
13,232,113
Deferred tax
Origination and reversal of
temporary difference (net)
(b)
Company
2008
2007
RM
RM
2008
RM
Numerical reconciliation of tax expense

The tax on the Group's and Company's profit before tax differs from the theoretical amount that would
arise using the statutory income tax rate of Malaysia as follows:
Group
Profit before tax

Theoretical tax charge at
statutory tax rate of 26%
(2007: 27%)
Tax effects of:
- different tax rate in other country
- lower tax rate for small and
medium enterprise
- expenses not deductible
for tax purposes
- income not subject to tax
- current year's tax losses
not recognised
- temporary differences not
recognised
- utilisation of tax incentives
- utilisation of prior year's
tax losses
- others
Prior year's (over)/under accrual
(net)
Company
2008
2007
RM
RM
2008
RM
2007
RM
30,088,614
19,917,891
270,178
48,610,066
7,823,039
5,377,831
70,246
13,124,718
(7,542)
(90,000)
(105,000)
1,020,306
(94,640)
1,162,941
(320,514)
22,754
0
280,688
(95,395)
275,037
1,076,341
413,842
(1,948,700)
240,710
(1,505,250)
0
0
34,928
0
(63,000)
(27,679)
(18,909)
(165,084)
0
0
0
(112,826)
(825,948)
182,163
6,482,257
5,917,687
93,000
13,232,113
76
10. Earnings per share

(a)
Basic earnings per share

Basic earnings per share of the Group was calculated by dividing the net profit attributable to the
equity holders of the Company by the weighted average number of ordinary shares in issue during
the financial year.
2008
2007
Net profit attributable to the equity holders of the

Company (RM)
23,596,507
13,989,101
Weighted average number of ordinary shares in issue
81,235,745
66,296,757
29.0
21.1
Basic earnings per share (sen)
(b)
Diluted earnings per share

For the diluted earnings per share, the weighted average number of ordinary shares in issue is
adjusted to assume conversion of all dilutive potential ordinary shares. The Company has one
category of dilutive potential ordinary shares: executive share options.
In calculating diluted earnings per share, the executive share options are assumed to have been
exercised and converted into ordinary shares. A calculation is done to determine the number of
shares that could have been acquired at fair value (determined as the average annual share price of
the Company's shares) based on the monetary value of the subscription rights attached to outstanding
share options. The number of shares calculated as above is compared with the number of shares that
would have been issued assuming the exercise of the share options.
2008
2007
Net profit attributable to the equity holders of the

Company (RM)
23,596,507
13,989,101
Weighted average number of ordinary shares in issue
81,235,745
66,296,757
0
42,387
2,964,610
57,538
81,278,132
69,318,905
29.0
20.2
Adjustment for:
- warrants
- executive share options
Weighted average number of ordinary shares for
diluted earnings per share
Diluted earnings per share (sen)
77
11. Dividends
Dividends declared or proposed are as follows:
Group and Company
2007
2008
Amount of
Amount of
Gross per dividend net
Gross per dividend net
of tax
share
of tax
share
Sen
RM
Sen
RM
5.0
0
5.0
4,082,072
0
4,082,072
10.0
5.0
5.0
7,599,258
3,799,629
4,089,702
(3,140)
10.0
8,164,144
20.0
15,485,449
Interim dividend
Special dividend
Proposed final dividend
Adjustments for dividends on
repurchase of ordinary shares
under the Company's Share BuyBack Plan
Dividends paid in respect of ordinary shares are as follows:

Group and Company
2008
2007
RM
RM
- Interim tax exempt dividend of 10 sen and special tax exempt
dividend of 5 sen per ordinary share,
paid on 24 November 2007
- Final tax exempt dividend of 5 sen per ordinary share,
paid on 26 June 2008
- Final dividend of 10 sen gross per ordinary share
less income tax at 27%, paid on 26 June 2007
11,398,887
4,086,562
4,880,233
4,086,562
16,279,120
The interim tax exempt dividend of 5.0 sen gross per share amounting to RM4,082,072 was declared on
26 November 2008 and paid on 8 January 2009.
On 15 April 2009, the Directors proposed, subject to the approval of the members at the forthcoming
Annual General Meeting of the Company, a final dividend of 5 sen gross per share tax exempt, on
81,641,442 ordinary shares, amounting to RM4,082,072 for the financial year ended 31 December 2008.
78
12. Property, plant and equipment
Group
Freehold
Land
RM
Buildings
on freehold
land
RM
2,501,980
2,318,000
Buildings on
leasehold
land
RM
Plant and
machinery
RM
Furniture,
fittings and
equipment
RM
16,390,831
277,000
29,116,724 115,275,840
6,264,000
0
18,354,265
0
4,819,980
16,667,831
35,380,724 115,275,840
18,354,265
0
559,935
0
0
0
0
0
6,958,981
0
(89,000)
(330)
0
3,061,915
2,318,000
At cost/valuation
Balance as at 1
January 2008
At cost
At valuation
Currency translation
difference
Additions
Acquisition of subsidiary
Disposals
Write off
Transfer
Balance as at 31
December 2008
At cost
At valuation
969,331
627,974
0
0
0
0
1,435,139
3,061,626
0
(3,509,843)
(5,093,765)
0
240,385
1,223,649
106,864
(93,952)
(44,797)
0
23,260,482
277,000
30,714,029 111,168,997
6,264,000
0
19,786,414
0
5,379,915
23,537,482
36,978,029 111,168,997
19,786,414
6,279,149
15,797,488
89,248,843
14,850,734
0
0
0
0
0
0
666,896
0
(15,723)
(125)
385,360
1,597,167
0
0
0
1,320,615
4,283,359
0
(2,882,429)
(4,966,911)
174,728
910,177
31,091
(45,938)
(38,348)
6,930,197
17,780,015
87,003,477
15,882,444
5,379,915
16,607,285
19,198,014
24,165,520
3,903,970
Accumulated
depreciation/impairment
Balance as at 1
January 2008
difference
Depreciation charge
Disposals
Write off
Balance as at 31
December 2008
Net book value as at
31 December 2008
79
12. Property, plant and equipment (continued)

Assets
Motor
under
vehicles construction
RM
RM
Group
Total
RM
At cost/valuation
Balance as at 1
January 2008
At cost
At valuation
15,338,787
0
1,061
0
196,979,488
8,859,000
15,338,787
1,061
205,838,488
difference
Additions
Disposals
Write off
96,981
1,225,568
0
(1,090,596)
(2,302)
0
0
0
(1,061)
0
2,741,836
13,657,733
106,864
(4,784,452)
(5,141,194)
Balance as at 31
December 2008
At cost
At valuation
15,568,438
0
0
0
203,560,275
8,859,000
15,568,438
212,419,275
Accumulated
Balance as at 1
January 2008
difference
Depreciation charge
Disposals
Write off
12,204,912
138,381,126
71,837
1,155,334
0
(1,052,752)
(2,299)
0
0
0
0
0
1,952,540
8,612,933
31,091
(3,996,842)
(5,007,683)
Balance as at 31
December 2008
12,377,032
139,973,165
3,191,406
72,446,110

31 December 2008
80
12. Property, plant and equipment
Group
Freehold
Land
RM
Buildings
on freehold
land
RM
2,501,980
2,318,000
Buildings on
leasehold
land
RM
Plant and
machinery
RM
Furniture,
fittings and
equipment
RM
15,719,783
277,000
28,745,686 112,755,801
6,264,000
0
16,880,895
0
4,819,980
15,996,783
35,009,686 112,755,801
16,880,895
0
0
0
0
0
0
684,948
(13,900)
0
0
2,501,980
2,318,000
At cost/valuation
Balance as at 1
January 2007
At cost
At valuation
difference
Additions
Disposals
Write off
Reclassification
Balance as at 31
December 2007
At cost
At valuation
(181,147)
609,263
0
(57,078)
0
(384,070)
4,197,788
(2,438,919)
(26,000)
1,171,240
(23,841)
1,555,082
(28,197)
(29,674)
0
16,390,831
277,000
29,116,724 115,275,840
6,264,000
0
18,354,265
0
4,819,980
16,667,831
35,380,724 115,275,840
18,354,265
5,621,917
14,363,567
84,629,237
14,309,999
0
0
0
0
0
0
657,232
0
0
0
(62,367)
1,510,377
0
(13,899)
(190)
(192,188)
6,267,615
1,009,163
(2,438,985)
(25,999)
(11,323)
595,394
0
(14,747)
(28,589)
6,279,149
15,797,488
89,248,843
14,850,734
4,819,980
10,388,682
19,583,236
26,026,997
3,503,531
Accumulated
Balance as at 1
January 2007
difference
Depreciation charge
Impairment
Disposals
Write off
Balance as at 31
December 2007
31 December 2007
81

Assets
Motor
under
vehicles construction
RM
RM
Group
Total
RM
At cost/valuation
Balance as at 1
January 2007
At cost
At valuation
16,349,694
0
1,177,127
0
194,130,966
8,859,000
16,349,694
1,177,127
202,989,966
difference
Additions
Disposals
Write off
Reclassification
(65,378)
895,574
(1,841,103)
0
0
(4,826)
0
0
0
(1,171,240)
(659,262)
7,942,655
(4,322,119)
(112,752)
0
Balance as at 31
December 2007
At cost
At valuation
15,338,787
0
1,061
0
196,979,488
8,859,000
15,338,787
1,061
205,838,488
Accumulated
Balance as at 1
January 2007
difference
Depreciation charge
Impairment
Disposals
Write off
12,787,141
131,711,861
(53,145)
1,143,478
0
(1,672,562)
0
0
0
0
0
0
(319,023)
10,174,096
1,009,163
(4,140,193)
(54,778)
Balance as at 31
December 2007
12,204,912
138,381,126
3,133,875
1,061
67,457,362

31 December 2007
82

Furniture,
fittings and
equipment
RM
Motor
vehicles
RM
Total
RM
Balance as at 1 January 2008

Additions
Disposal
72,408
8,076
0
862,764
145,700
(140,729)
935,172
153,776
(140,729)
Balance as at 31 December 2008
80,484
867,735
948,219

Depreciation charge
Disposal
58,760
5,663
0
380,245
146,966
(140,728)
439,005
152,629
(140,728)
64,423
386,483
450,906
Net book value as at 31 December 2008
16,061
481,252
497,313

Additions
Written off
67,180
7,221
(1,993)
458,994
403,770
0
526,174
410,991
(1,993)
72,408
862,764
935,172

Depreciation charge
Written off
53,675
5,376
(291)
256,259
123,986
0
309,934
129,362
(291)
58,760
380,245
439,005
13,648
482,519
496,167
Company
At cost
Accumulated depreciation
At cost
Accumulated depreciation
Land and buildings acquired in 1991 or earlier of the Group were revalued in 1991 by the Directors based
on an independent firm of professional valuers and are stated at valuation on the open market basis as
approved by the then Capital Issues Committee.
Had the property, plant and equipment been included in the financial statements at cost less depreciation,
the net book value of the revalued assets would have been as follows:
Group
Freehold land
Buildings on freehold land
Buildings on long leasehold land
83
2008
RM
2007
RM
2,111,314
94,033
597,130
2,111,314
103,022
755,347
2,802,477
2,969,683
13. Prepaid lease rentals

Long
leasehold
land
RM
Short
leasehold
land
RM
Total
RM

Currency translation difference
Additions
11,917,586
0
23,006
1,768,596
167,609
0
13,686,182
167,609
23,006
11,940,592
1,936,205
13,876,797

Depreciation charge
1,607,218
0
156,746
643,979
60,501
33,074
2,251,197
60,501
189,820
1,763,964
737,554
2,501,518
10,176,628
1,198,651
11,375,279
Group
At cost
Accumulated
At cost/valuation
Reclassification to land held for
property development
17,303,586
0
1,795,381
(26,785)
19,098,967
(26,785)
(5,386,000)
(5,386,000)
11,917,586
1,768,596
13,686,182

Depreciation charge
1,450,549
0
156,669
623,907
(10,128)
30,200
2,074,456
(10,128)
186,869
1,607,218
643,979
2,251,197
10,310,368
1,124,617
11,434,985
Accumulated
84
14. Land held for property development

Group
2008
RM
2007
RM
Reclassification from property, plant and equipment
Incurred during the financial year
8,960,001
0
232,976
3,518,920
5,386,000
55,081
9,192,977
8,960,001
Long leasehold land, at cost
15. Investments
Group
Company
2008
2007
RM
RM
2008
RM
2007
RM
Quoted in Malaysia
Quoted outside Malaysia
Unquoted
3,969,268
9,109
2,000
3,385,395
9,109
2,000
0
0
0
0
0
0
Shares in corporations
3,980,377
3,396,504
(1,442,433)
(4,009)
2,537,944
3,392,495
14,180,547
11,162,086
8,002,929
7,062,789
(562,800)
(562,800)
13,617,747
11,162,086
7,440,129
7,062,789
16,155,691
14,554,581
7,440,129
7,062,789
2,581,752
3,561,963
13,631,192
11,205,108
7,440,129
7,076,010
16,212,944
14,767,071
7,440,129
7,076,010
At cost
Less: Allowance for diminution

in value
Quoted in Malaysia
Unit Trust and money
market funds
Less: Allowance for diminution
in value
Market value of quoted

investments
Shares in corporations
Unit Trust and money
market funds
85
16. Intangible asset

Group
2008
RM
2007
RM
Balance as at beginning of financial year

Arising from current year's acquisition
172,998
285,705
172,998
0
Balance as at end of financial year
458,703
172,998
Goodwill arising on consolidation
The impairment test for goodwill is disclosed in Note 4(a) to the financial statements.
17. Deferred tax assets/(liabilities)

Deferred tax assets and liabilities are offset when there is legally enforceable right to set off current tax
assets against current tax liabilities and when the deferred taxes relate to the same tax authority. The
following amounts, determined after appropriate offsetting, are shown in the balance sheet:
Group
Deferred tax assets

Deferred tax liabilities:
- subject to income tax
2008
RM
2007
RM
577,000
399,000
(3,999,190)
(3,767,190)
(3,422,190)
(3,368,190)
The movements during the financial year relating to deferred tax assets and liabilities are as follows:
Group
As at beginning of the financial year

(Charged)/credited to income statement (Note 9)
- property, plant and equipment
- tax losses
- allowances
As at end of the financial year
86
2008
RM
2007
RM
(3,368,190)
(3,763,190)
335,810
(37,000)
(352,810)
(99,000)
(28,000)
522,000
(54,000)
395,000
(3,422,190)
(3,368,190)
17. Deferred tax assets/(liabilities) (continued)

Group
2008
RM
2007
RM
577,000
0
1,176,000
362,000
37,000
1,528,810
1,753,000
(1,176,000)
1,927,810
(1,528,810)
577,000
399,000
Deferred tax liabilities (before offsetting)

Offsetting
(5,175,190)
1,176,000
(5,296,000)
1,528,810
Deferred tax liability (after offsetting)
(3,999,190)
(3,767,190)
Subject to income tax

Deferred tax assets (before offsetting)
Tax losses
Allowances
Offsetting
Deferred tax assets (after offsetting)
The amounts of deductible temporary differences and unutilised tax losses (both of which have no expiry
date) for which no deferred tax asset is recognised in the balance sheet are as follows:
Group
Deductible temporary differences

Unutilised tax losses
2008
RM
2007
RM
3,346,000
18,065,000
2,817,000
14,748,000
2008
RM
Company
2007
RM
24,519,428
(2,655,528)
24,065,333
(2,655,528)
21,863,900
21,409,805
18. Investments in subsidiaries
Shares in unquoted corporations, at cost

Allowance for impairment in value of investments
87
18. Investments in subsidiaries (Continued)

The details of the subsidiaries are as follows:
Name of company
Pacific Food Products

Sendirian Berhad
Group's
effective
equity
interest
2008
2007
%
%
Country of
incorporation
And
principal place
of business
100
100
Manufacturing and
marketing of food
products
Malaysia
98
98
Oil palm cultivation and

production - inactive
Malaysia
99.7
99.7
Manufacturing, marketing Malaysia

and contract packing of
soft drinks
- Pure Products Sdn Bhd
99.7
99.7
Marketing of soft drinks
Malaysia
Kilang Makanan
Mamee Sdn Bhd
100
100
Manufacturing and
marketing of food and
dairy products
Malaysia
- Mamee-Double Decker
Foods (Suzhou) Co. Ltd
100
100
Manufacturing and
marketing of
food products
People's
Republic of
China
Mamee-Double Decker
Distribution (M) Sdn Bhd
100
100
Marketing of food
products and
soft drinks
Malaysia
Milk Specialities Distribution 100

Sdn Bhd
100
Marketing of dairy
products
Malaysia
Mamee-Double Decker
ICT Sdn Bhd
100
Provision of information
system management
and motor vehicle
rental services
Malaysia
Subsidiaries of
Pacific Food Products
Sendirian Berhad
- Pacific Plantations Sdn Bhd
- MDD Beverage Sdn Bhd
Subsidiary of
MDD Beverage Sdn Bhd
Subsidiary of Kilang
Makanan Mamee Sdn Bhd
100
88
18. Investments in subsidiaries (Continued)
Name of company
Group's
effective
equity
interest
2008
2007
%
%
Country of
incorporation
And
principal place
of business
Myanmar Mamee-Double
Decker Ltd *
100
100
Manufacturing and
marketing of
food products
The Union of
Myanmar
Mamee-Double Decker Ltd *
100
100
Dormant
The Union of
Myanmar
MDD Bulk Food Sdn Bhd
100
100
Marketing of food
products
- inactive
Malaysia
MDD Properties Sdn Bhd
100
100
Property development
Malaysia
Eightedge Solutions Sdn Bhd
100
Advertising contractor
and agent
Malaysia
Pacific United Group

Ventures Ltd
100
Investment Holding
- Dormant
Mauritius
100
Investment Holding
- Dormant
Singapore
Subsidiary of Pacific United

Group Ventures Ltd
Rosedale Investments
Pte Ltd
*
Not audited by PricewaterhouseCoopers Malaysia.
The auditors' report on the financial statements of this subsidiary contained emphasis of matter
relating to the preparation of financial statements on going concern basis.
The Group acquired 100% equity in Eightedge Solutions Sdn Bhd and Pacific United Group
Ventures Ltd (shelf company) for cash consideration of RM450,000 and RM4,095 respectively
during the financial year.
RM
Purchase consideration
- cash consideration
Fair value of net assets acquired
450,000
(164,295)
285,705
Goodwill (Note 16)
89
18. Investments in subsidiaries (continued)

Details of net assets acquired are as follows:
Acquirer's
carrying
value
RM
Fair
value
RM

Receivables
Payables
75,773
105,041
57,443
(73,962)
75,773
105,041
57,443
(73,962)
Net assets
164,295
164,295
Details of cash flows arising from acquisitions are as follows:

RM
Purchase consideration settled in cash
Less: Cash and cash equivalents of subsidiary acquired
454,095
(57,443)
Cash outflow of the Group on acquisition
396,652
Cash outflow of the Company on acquisition
454,095
19. Inventories
Group
Finished goods
Work-in-progress
Raw materials
Consumable stores
90
2008
RM
2007
RM
9,051,013
2,586,830
16,381,835
2,620,756
8,267,299
2,261,440
17,147,466
1,336,802
30,640,434
29,013,007
20. Receivables
Group
Trade receivables
Allowance for doubtful debts
Other receivables
Deposits and prepayments
Down payment for purchase
of property, plant and
equipment
Allowance for doubtful
deposits and other
receivables
Company
2008
2007
RM
RM
2008
RM
2007
RM
64,837,610
(7,238,653)
60,710,644
(7,666,312)
0
0
0
0
57,598,957
53,044,332
1,769,369
5,991,494
1,825,476
2,798,481
0
3,647,082
0
1,791,810
2,996,028
(1,626,902)
(1,626,902)
10,756,891
2,997,055
3,647,082
164,908
68,355,848
56,041,387
3,647,082
164,908
Credit terms of trade receivables range from payment in advance to 60 days (2007: payment in advance
to 60 days).
Included in deposits and prepayments for the Group and Company is an amount of RM3,032,265 (2007:
Nil) being deposit paid for the proposed investment in a joint venture (Note 31)
21. Share capital

-------------------------Group and Company--------------------2008
2008
2007
2007
Number of
Number of
RM
Shares
RM
shares
Authorised:
Balance as at beginning and
at end of financial year
500,000,000
Issued and fully paid:

Balance as at beginning of
financial year
Issued during the year
- Exercise of Warrant
- Pursuant to the Executive
Share Option Scheme
Balance as at end of
financial year
500,000,000 500,000,000
500,000,000
80,596,680
80,596,680
66,358,700
66,358,700
5,781,362
5,781,362
14,216,980
14,216,980
21,000
21,000
86,378,042
86,378,042
80,596,680
80,596,680
91
21. Share capital (continued)

(a)
Treasury shares
The shareholders of the Company, by an Ordinary Resolution passed in a general meeting held on
18 May 2005, approved the Company's Share Buy-Back plan. The Share Buy-Back will enable the
Company to utilise its financial resources not immediately required for use, to purchase its own
shares. The Shares Buy-Back may enhance the earnings per share and reduce the liquidity level of
the shares in the Bursa Malaysia Securities Berhad (BMSB), which generally will have a positive
impact on the market prices of the shares. The Shares Buy-Back will in the longer term enhance the
value of the Company's shares in terms of capital appreciation.
During the financial year, the Company repurchased 221,000 shares from the open market on the
BMSB for RM461,992. The average price paid for the share repurchased was approximately
RM2.09 per share. The repurchase transactions were financed by internally generated funds. The
shares repurchased are being held as treasury shares as allowed under Section 67A of Companies
Act, 1965. The Company has the right to reissue these shares at a later date. As treasury shares,
the rights attached as to voting, dividends and participation in other distributions are suspended. As
at 31 December 2008 the total treasury shares repurchased was 4,736,600 of the issued share
capital and none of the treasury shares repurchased has been sold as at 31 December 2008.
At the balance sheet date, the number of outstanding shares in issue after setting treasury shares off
against equity is 81,641,442 (2007: 76,081,080).
(b)
Executive Share Option Scheme

The Company implemented the Executive Share Option Scheme as approved by the shareholders at
the Extraordinary General Meeting held on 18 May 2005 and became effective on 12 September 2005.
The main features of the Scheme are as follows:
(a)
The total number of new ordinary shares of the Company, which may be made available under
the Scheme shall not exceed 10% of the total issued and paid-up share capital of the Company
at any point of time during the existence of the Scheme;
(b)
The Scheme offers Eligible Employees to participate in the Selling Flexibility scheme or
conventional scheme. The Selling Flexibility refers to a scheme whereby the Selling
Shareholders allocate a certain quantum of the shareholdings in the Company to facilitate the
immediate selling of options by Eligible Employees;
(c)
Eligible Employees includes:l

full time employees with designation of Executive within the Group whose appointment or
service has been confirmed in writing and with two (2) continuous years of service in the
Group; or
l
full time employees with designation of Director and Manager, whose appointment or
service has been confirmed in writing;
l
Independent Directors of the Group;
(d)
The options granted are valid for five (5) years and may be exercised any time before the expiry
of the Scheme on 27 July 2010 except for certain periods as determined by the Scheme's
Option Committee. The options may be exercised in full or in such lesser number of ordinary
shares provided that the number shall be in multiples of 1,000;
(e)
The price at which the grantees are entitled to subscribe for shares under the Scheme is the
average of the mean market quotation of the shares stated in the daily official issued by the
Bursa Malaysia for the five (5) market days immediately preceding the respective dates of offer
of the option;
(f)
The new ordinary shares of the Company to be issued pursuant to the Scheme will, upon
allotment and issue, rank pari passu in all respects within its then existing ordinary shares of
the Company, except that they will not be entitled to any dividends, rights, allotments and/or
other distributions which entitlement date precedes the relevant exercise date of the Scheme.
92
21. Share capital (continued)

(b)
Executive Share Option Scheme (continued)

During the financial year, the number of ordinary shares of RM1 each covered under the options
granted, exercised and unissued pursuant to the Scheme is as follows:
Date
Price
12.9.2005
1.56
Number of ordinary shares of RM1 each covered under Options

At
At
1.1.2008
Granted
Exercised
Lapsed
31.12.2008
81,100
Number of share option vested at balance sheet date
2,000
79,100
2008
2007
79,100
81,100
Details relating to options exercised during the financial year are as follows:
Exercise date
Fair value of shares at

share issue date
2008
2007
RM/share
RM/share
6,000
1,000
2,000
11,000
1,000
21,000
2008
RM
2007
RM
Ordinary share capital - at par

Share premium
0
0
21,000
11,760
Proceeds received on exercise of share options
32,760
Fair value at exercise date of shares issued
59,960
(c)
2.93
2.72
2.83
2.85
2.65
1.56
1.56
1.56
1.56
1.56
Number of
shares issued
2008
2007
0
0
0
0
0
February 2007
March 2007
April 2007
May 2007
June 2007
N/A
N/A
N/A
N/A
N/A
Exercise
price
RM/share
Warrants
The Warrants were detached from the Redeemable Unsecured Bonds 1998/2004 as constituted by
a Trust Deed dated 22 June 1998. The warrants are quoted on the Bursa Malaysia Securities
Berhad. Each warrant entitles its registered holder at any time not exceeding five (5) years from the
date of its issue, to subscribe for one new ordinary share of RM1 each in the Company at an exercise
price of RM1.33 per warrant. The duration and exercise period of the outstanding warrants were
extended from 16 February 2003 to 16 February 2008.
During the financial year, 5,781,362 warrants have been exercised.
As at 31 December 2008, the number of warrants remaining unexercised was 147,858 warrants.
The listing of warrants have been removed from the official list of the Bursa Malaysia Securities
Berhad with effect from 18 February 2008.
93
22. Non-distributable reserves

Share
premium
reserve
RM
Foreign
currency
translation
reserve *
RM
Reserve
fund **
RM
Total
RM
7,280,013
4,431,323
526,458
12,237,794
(797,611)
(797,611)
Issue of shares
1,907,849
1,907,849
9,187,862
3,633,712
526,458
13,348,032
2,576,643
4,392,199
526,458
7,495,300
39,124
39,124
Issue of shares
- pursuant to ESOS
4,691,610
11,760
0
0
0
0
4,691,610
11,760
7,280,013
4,431,323
526,458
12,237,794
Group
2008
2007
The foreign currency translation reserve is used to record exchange differences arising from the
translation of the financial statements of foreign operations whose functional currencies are different
from that of the Group's presentation currency. It is also used to record the exchange differences
arising from monetary items which form part of the Group's net investment in foreign operations,
where monetary item is denominated in either the functional currency of the reporting entity or the
foreign operation.
**
The reserve fund is maintained by a subsidiary in compliance with the provisions of People's
Republic of China Business Law.
23. Payables
Group
Trade payables
Trade accruals
Other payables
Dividend payable
Proposed directors' fees
Company
2008
2007
RM
RM
2008
RM
2007
RM
31,149,244
17,277,036
4,954,829
4,082,072
180,000
26,997,078
15,931,370
6,502,320
0
200,000
0
987,830
0
4,082,072
180,000
0
733,714
368,036
0
200,000
57,643,181
49,630,768
5,249,902
1,301,750
Credit terms of trade payables vary from 30 to 90 days (2007: 30 to 90 days).
94
24. Borrowings - interest bearing

Group
Current
Term loan - unsecured
Bank overdraft - unsecured
Company
2008
2007
RM
RM
2008
RM
2007
RM
0
398,125
10,000,000
0
0
0
10,000,000
0
398,125
10,000,000
10,000,000
Interest on term loan is chargeable at the rate of 5.25% (2007: 5.25% to 6.65%) per annum during the
financial year. The term loan has been repaid in one lump sum in June 2007.
Interest on bank overdraft is chargeable at the rate of 2% (2007: Nil) per annum above bank base lending rate.
25. Amounts receivable from subsidiaries

Included in the amounts receivable from subsidiaries is an amount of RM62,026,230 (2007: RM62,836,643),
which is unsecured, with no fixed terms of repayment and bears interest at the rate of 1.0% (2007: 1.0%)
per annum. The other amounts receivable from subsidiaries are unsecured and interest free with no fixed
terms of repayment.
26. Retained earnings

Under the single-tier system which came into effect from the year of assessment 2008, the Company is
not required to have tax credits under Section 108 of the Income Tax Act 1967 for dividend payment
purposes.
Companies with Section 108 credits as at 31 December 2007 may continue to pay franked dividends until
the Section 108 credits are exhausted or 31 December 2013 whichever is earlier unless the Company opts
to disregard the Section 108 credits to pay single-tier dividends under the special transitional provisions of
the Finance Act 2007. As at 31 December 2008, subject to agreement with the tax authorities, the
Company has sufficient Section 108 tax credits and tax exempt income to pay in full (2007: full) all of the
retained earnings of the Company as franked and exempt dividends.
27. Cash and cash equivalents

Group
Fixed deposits with licensed banks

Bank overdraft
Company
2008
2007
RM
RM
2008
RM
2007
RM
33,729,500
11,556,541
(398,125)
17,400,000
28,159,499
0
6,100,000
669,828
0
3,300,000
13,198,111
0
44,887,916
45,559,499
6,769,828
16,498,111
95
28. Segment information

The Group is organised into two main business segments:
(i)
(ii)
Food and beverage - manufacture and marketing of a range of food and dairy products and soft drinks.
Property development - development of land into commercial buildings.
Other operations of the Group comprise mainly inactive companies, none of which are of a sufficient size
to be reported separately.
(a)
Primary reporting format - business segments
2008
Food and
Property
beverage development
RM
RM
Other Eliminations
RM
RM
Group
RM
Sales
External sales
396,967,181
396,967,181
29,114,487
(126,252)
28,988,235
Results
Segment results
(external)
Unallocated income
(net)
1,679,593
Profit from
operations
30,667,828
(579,214)
Finance cost
Profit before tax
30,088,614
Tax expenses
(6,482,257)
Net profit for the

financial year
23,606,357
Other information
Segment assets
Unallocated assets
210,854,506
9,218,892
29,792
(16,077,298)
255,250,095
Total assets
Segment liabilities
Unallocated liabilities
60,600,178
13,518,426
(16,077,298)
Depreciation and
amortisation
58,041,306
5,657,788
63,699,094
Total liabilities
Capital expenditure
204,025,892
51,224,203
13,811,509
232,976
14,044,485
8,802,753
8,802,753
96
28. Segment information (Continued)

(a)
Primary reporting format - business segments
2007
Food and
Property
beverage development
RM
RM
Other Eliminations
RM
RM
Group
RM
Sales
External sales
359,741,695
359,741,695
18,499,812
(149,732)
18,350,080
Results
Segment results
(external)
Unallocated income
(net)
2,447,475
20,797,555
Finance cost
(879,664)
Profit before tax
19,917,891
Tax expenses
(5,917,687)
Net profit for the

financial year
14,000,204
Other information
Segment assets
Unallocated assets
201,302,374
8,998,960
6,664,601
(15,726,696)
Total assets
Segment liabilities
Unallocated liabilities
235,188,162
52,182,333
13,173,631
1,500
(15,726,696)
Total liabilities
Capital expenditure
Depreciation and
amortisation
201,239,239
33,948,923
49,630,768
15,873,724
65,504,492
7,942,655
7,942,655
10,174,096
10,174,096
97
28. Segment information (continued)

(a)
Primary reporting format - business segments (continued)

Unallocated income includes interest income and dividend from other investments. Segment assets
consist primarily of property, plant and equipment, intangible assets, inventories, receivables and
operating cash, and mainly exclude fixed deposits, investments, current and deferred tax assets.
Segment liabilities comprise operating liabilities and exclude items such as taxation and certain
corporate borrowings.
Capital expenditure comprises additions to property, plant and equipment and intangible assets.
(b)
Secondary reporting format - geographical segments

The Group operates in three main geographical areas.
i)
ii)
iii)
Malaysia* - manufacture and marketing of food and dairy products, and soft drinks
China - manufacture and marketing of food products
Myanmar - manufacture and marketing of food products
* Company's home country
2008
RM
Sales
2007
RM
259,017,711
11,907,869
13,952,751
253,926,218
6,824,162
11,986,877
186,710,129
9,102,737
8,213,026
183,440,657
10,075,279
7,723,303
13,774,575
263,502
6,408
7,618,845
306,917
16,893
58,408,446
53,680,404
43,782,081
43,222,357
0
0
0
0
0
0
0
0
396,967,181
359,741,695
204,025,892
201,239,239
14,044,485
7,942,655
Unallocated
assets
51,224,203
33,948,923
Total assets
255,250,095
235,188,162
Malaysia
China
Myanmar
Other Asia
countries
Others
Total assets
2008
2007
RM
RM
Capital expenditure
2008
2007
RM
RM
In determining the geographical segments of the Group, sales are based on the country in which the
customer is located. There are no sales between the segments. Total assets and capital expenditure
are determined based on where the assets are located.
98
29. Significant related party disclosures

In addition to related party disclosures mentioned elsewhere in the financial statements, set out below are
other significant related party transactions. The related party transactions described below were carried
out on agreed terms. The transactions were conducted in accordance with the general mandate obtained
from shareholders for recurrent related party transactions.
Group
(a)
Sale of goods to PT Pacific Food Indonesia
2008
RM
2007
RM
3,364,830
2,572,995
PT Pacific Food Indonesia is a company wholly-owned by Datuk Pang Chin Hin, Datuk Pang Tee
Chew and Datuk Pang Tee Nam, who are the Directors and major shareholders of Mamee-Double
Decker (M) Berhad (MDD).
Group
(b)
Sale of goods to Yang-Yang Co Ltd
2008
RM
2007
RM
249,844
380,195
Yang-Yang Co Ltd is a company wholly-owned by persons connected to Datuk Pang Chin Hin, Datuk
Pang Tee Chew and Datuk Pang Tee Nam, who are the Directors and major shareholders of MDD.
(c)
Other income from subsidiaries

Company
2008
2007
RM
RM
4,227,666
314,766
Management fees income from subsidiaries

Interest income from subsidiaries
(d)
4,179,000
397,800
Key management compensation

Group
Executive Directors:
- basic salaries, bonus
and other emoluments
benefits
- defined contribution
retirement plan
Company
2008
2007
RM
RM
2008
RM
2007
RM
2,200,200
2,052,229
2,150,520
2,002,549
222,205
211,565
222,205
211,565
2,422,405
2,263,794
2,372,725
2,214,114
99
29. Significant related party disclosures (continued)

(e)
Year-end balances arising from sale/purchase of goods/services

Group
Receivables from related parties

- PT Pacific Food Indonesia
2008
RM
2007
RM
5,247,918
5,939,358
(1,862,065)
Provision for doubtful debts

- Yang-Yang Co Ltd
The receivables from related parties arise mainly from sales transactions and are due within normal terms of trade. The receivables
are unsecured in nature and bear no interest.
No expense was recognised during the financial year in respect of doubtful debts due from related parties (2007: 886,405).
30. Financial risk management

The Group's financial risk management policy seeks to ensure that adequate financial resources are available for the development of the
Group's business whilst managing its risks.
The main areas of financial risks faced by the Group and the policy in respect of the major areas of treasury activity are set out as follows:
(a)
Foreign currency exchange risk

The Group is exposed to foreign currency risk as a result of its normal business activities. The Group's policy is to minimise the
exposure of foreign exchange risk either by entering into a forward contract or to pay from its foreign currency accounts.
The currency exposure of financial assets and financial liabilities of the Group set out below. Currency risk in respect of intragroup
receivables and payables have been included in the Group's currency exposure table as this exposure is not eliminated at Group level.
Group
US
Dollar
RM
Currency exposure at 31.12.2008

Spore
Aust
HK
Dollar
Dollar
Dollar
Others
RM
RM
RM
RM
US
Dollar
RM

Spore
Aust
HK
Dollar
Dollar
Dollar
RM
RM
RM
Others
RM
Functional
currency
- Ringgit
Malaysia
Receivables
- external
- intragroup
Deposits,
cash and
bank
balances
Trade
payables
- external
Unhedged
15,288,229
30,737,512
4,006,464
0
4,342,176
(174,034)
(21,806)
50,193,883
5,566,887 669,925 1,782,236

0
0
0
13,430,351 4,695,201
29,190,613
0
2,756,182
0
791,821 3,544,349
0
0
22,288
1,068,979
2,015,516
(35,649) (10,964)
(73,948)
(1,321,079)
(21,913)
(77,243)
(14,510) (1,236,320)
42,368,864 4,673,288
4,694,455
777,311 2,334,028
6,275,905
3,984,658 11,807,143 658,961 1,730,576
100
25,999
30. Financial risk management (continued)

(a)
Foreign currency exchange risk (continued)
Group
Functional currency US Dollar

Ringgit Malaysia
RM

Ringgit Malaysia
RM
1,400,699
1,176,871
Receivables
Deposits, cash and
bank balances
Payables
- external
- intragroup
401,926
544,220
(1,674,084)
(7,957,029)
(791,851)
(8,484,746)
Unhedged
(7,828,488)
(7,555,506)

Ringgit Malaysia
US Dollar
RM
RM

Ringgit Malaysia
US Dollar
RM
RM
Group
Functional currency Renminbi
Receivables
Deposits, cash and
bank balances
Payables
- external
- intragroup
Unhedged
1,278,395
2,413,418
213,211
55,141
(7,917,307)
0
0
(10,573,346)
(7,140,046)
0
0
(14,094,190)
(6,425,701)
(10,573,346)
(4,671,487)
(14,094,190)

US Dollar
Others
RM
RM

US Dollar
Others
RM
RM
Company
Functional currency Ringgit Malaysia
Deposits, cash and
bank balances
Receivables
- intragroup
544,387
22,528
30,639
25,999
7,719,057
8,484,746
Unhedged
8,263,444
22,528
8,515,385
25,999
101

(b)
Interest rate risk

The Group always ensure that a cost-effective borrowing structure is maintained at all times.
The Group's income and operating cash flows are substantially independent of changes in market
interest rates. Interest rate exposure arising from the Group's borrowings and deposits is managed
through the use of fixed and floating rate debt.
The net exposure of financial assets and liabilities of the Group and Company to interest rate cash
flow risk is as follows:
Functional
currency/
currency
exposure
Financial
instruments
Effective
interest
at balance
sheet date
% per
annum
Total
carrying
amount
Fixed interest rate

< 1 year
1 - 5 years
RM
RM
RM
30,200,500
3,529,000
30,200,500
3,529,000
0
0
33,729,500
33,729,500
3.00 17,400,000 17,400,000

5.25 (10,000,000) (10,000,000)
0
0
Group
As at 31 December
2008
Deposits
Deposits
As at 31 December
2007
Deposits
Term loans
RM/RM
RM/AUD
3.60
3.80
RM/RM
RM/RM
7,400,000
7,400,000
6,100,000
Company
As at 31 December
2008
Deposits
RM/RM
3.50
6,100,000
As at 31 December
2007
Deposits
Term loans
RM/RM
RM/RM
3.00
3,300,000
3,300,000
5.25 (10,000,000) (10,000,000)
0
0
(6,700,000)
102
(6,700,000)

(c)
Credit risk
Credit risk is controlled by the approvals of credit application, limits, and monitoring of procedures.
Concentration of credit risk with respect to trade receivables are limited due to the Group's large
number of customers, who are dispersed and have a variety of end markets in which they sell. The
Group's historical experience in collection of accounts receivable falls within the recorded
allowances. Due to these factors, management believes that no additional credit risk beyond
amounts of allowance for collection losses is inherent in the Group's trade receivables.
(d)
Liquidity, cash flow risk and interest rate risk

The Group always ensures that a cost-effective borrowing structure is maintained at all times.
(e)
Fair values
The carrying amounts of financial assets and liabilities of the Group and Company at the balance
sheet date approximated their fair values except as set out below:
Group
Company
Carrying
Fair
amount
Value
RM
RM
Carrying
amount
RM
Fair
value
RM
16,155,691
16,212,944
7,440,129
7,440,129
14,554,581
14,767,071
7,062,789
7,076,010
As at 31 December 2008
Investments:
- other quoted investments
As at 31 December 2007
Investments:
- other quoted investments
The methods by which fair value information was determined and the significant assumptions made
in its application are as follows:
l
l
l
quoted shares - quoted market prices at balance sheet date.

cash equivalents, receivables and payables with a maturity period of less than one financial
year (all of which were subject to normal credit terms) - carrying value at balance sheet date.
borrowings other than bank overdrafts - future contractual cash flows discounted at current
market interest rates available for similar financial instruments.
103
31. Capital commitments

Capital expenditure not provided for in the financial statements is as follows:
Group
2008
RM
2007
RM
Contracted but not provided for

- purchase of property, plant and equipment
4,661,767
Authorised but not contracted for

- proposed investment in a joint venture
7,672,935
On 3 June 2008, Rosedale Investment Pte Ltd (Rosedale), a wholly-owned subsidiary of Pacific United
Group Ventures Ltd, which is in turn a wholly-owned subsidiary of the Company entered into a Basic
Agreement (the Agreement) with PT Rana Central Nugraha (RCN), a company incorporated in
indonesia for a Joint Venture Project in Central Kalimantan, Indonesia involving the development,
management and operation of an oil palm plantation.
The consideration sum for the 60% share of RCN is estimated at US$3,300,000 (equivalent to
RM10,705,200 @US$1 = RM3.244), based on the formula of 60% multiplied by US$550 multiplied by the
estimated project area of 10,000 hectares. The actual consideration sum shall be determined on the
Completion Date of the Agreement when the total area of the Project Site has been determined.
32. Contingent liabilities

On 16 September 2008, Tianjin Xiqing District Kexin Trading Co., Ltd. (Plaintiff) filed a contract dispute
case at the Tianjin Xiqing District People's Court (Xiqing Court) against the Company, in which it claimed
for compensation of RMB7,450,356.50 (Reminbi Seven Million Four Hundred Fifty Thousand Three
Hundred Fifty-seven Only) from the Company pursuant to a Supplement Contract. The Company raised
a jurisdictional challenge on 28 October, 2008, after which the Xiqing Court transferred the case to the First
Intermediate People's Court of Tianjin (the First Trial Court). The First Trial Court conducted a hearing on
12 and 13 January, 2009.
King & Wood, who represented the Company, submitted their defense arguments in which they argued that:
(i)
(ii)
the Supplemental Agreement was forged by the Plaintiff and hence, was not authentic; and
the rights and liabilities of the Plaintiff and the Company have been fully determined by previous
arbitration and litigation proceedings, and performed by the parties. Therefore, the Plaintiff no longer
has any right to claim further compensation against the Company. The First Trial Court has not yet
made any judgment to date.
Based on legal advice, the Board is of the opinion that no material liability is anticipated.
33. Approval of financial statements

The financial statements have been approved for issue in accordance with a resolution of the Board of
Directors on 15 April 2009.
104
statement of shareholdings
As At 8 April 2009
CLASS OF SHARES
:
AUTHORISED SHARE CAPITAL
:
ISSUED AND FULLY PAID-UP CAPITAL :
VOTING RIGHTS
NUMBER OF HOLDERS
A.
:
:
Ordinary Shares of RM1.00 Each

RM500,000,000.00
RM86,378,042 (out of which 4,736,600 ordinary shares
of RM1.00 each are held as Treasury Shares)
One (1) Vote Per Ordinary Share.
Distribution of Shareholdings
No. of Holders
136
864
2112
301
37
6
Total:
B.
Holdings
Less than 100 shares
100 to 1,000 shares
1,001 to 10,000 shares
10,001 to 100,000 shares
100,001 to less than 5% of
issued shares
5% and above of issued shares
3491
Total Holdings
Percentage (%)
6,539
750,904
7,713,203
7,906,970
25,182,838
0.0080
0.9198
9.4476
9.6850
30.8457
40,080,988
49.0939
81,641,442
100.00
No. of
Shares Held
Percentage
(%)
17,264,744
5,250,074
4,986,121
4,286,181
4,200,000
4,093,868
2,782,351
21.1470
6.4306
6.1073
5.2500
5.1444
5.0144
3.4000
2,700,000
2,385,881
2,264,157
3.3071
2.9224
2.7733
2,241,666
2.7457
1,783,333
2.1843
1,333,333
1,085,000
1,072,333
1.6332
1.3290
1.3135
1,000,000
1.2249
983,333
948,332
1.2045
1.1616
569,000
0.6969
List of 30 Largest Shareholders
No Name
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
PANG TEE CHEW

PANG TEE SUAN (Deceased)*
TANAH SUBOR SDN BHD
PANG TEE NAM
PANG TEE NAM
PANG CHIN HIN
PANG TEE SUAN
CIMB GROUP NOMINEES (TEMPATAN) SDN BHD
Pledged Securities Account for Pang Tee Chew
TIW LAN @ YONG TIW LAN
PANG CHIN HIN
MALAYSIA NOMINEES (TEMPATAN) SENDIRIAN BERHAD
Pledged Securities Account for Pang Chin Hin
AMANAH RAYA NOMINEES (TEMPATAN) SDN BHD
SKIM AMANAH SAHAM BUMIPUTERA PERMODALAN
NASIONAL BERHAD
CIMB GROUP NOMINEES (TEMPATAN) SDN BHD
Pledged Securities Account for Pang Chin Hin
PANG SOON PENG
PANG SOON LUAN
CITIGROUP NOMINEES (ASING) SDN BHD
GSCO for Truffle Hound Global Value LLC
PUBLIC INVEST NOMINEES (TEMPATAN) SDN BHD
Pledged Securities Account for Mohamed Nizam Bin Abdul Razak
PANG SOON WAH
HONG LEONG ASSURANCE BERHAD
As Beneficial Owner (Life Par)
105
B.
List of 30 Largest Shareholders (continued)
No Name
20
21
22
23
24
25
26
27
28
29
30
C.
KOAY KENG HUAT

TIW LAN @ YONG TIW LAN
KOAY KENG TEIK @ KOAY CHIA WAH
GAN TENG SIEW REALTY SDN BHD
TUNKU OSMAN AHMAD
GOH LEONG CHUAN
HSU CHENG SEN
MALAYSIA NOMINEES (TEMPATAN) SDN BHD
Pledged Securities for Pang Soon Wah
GOH BENG CHOO
JF APEX NOMINEES (TEMPATAN) SDN BHD
Pledged Securities for Lim Gaik Bway @ Lim Chiew Ah
CHONG TOKE CHONG
No. of
Shares Held
Percentage
(%)
332,000
321,553
300,000
237,500
190,000
180,000
171,333
0.4067
0.3939
0.3675
0.2909
0.2327
0.2205
0.2099
170,000
167,800
0.2082
0.2055
166,000
165,300
0.2033
0.2025
63,631,193
77.9397
List of Substantial Shareholders
Substantial shareholders
Datuk Pang Chin Hin
--------------Ordinary shares of RM1-00 each------------Direct Interest

Deemed Interest
No. of shares
%
No. of shares
9,933,024(i)
12.17
10,878,252(ii)
13.32
19,964,744(iii)
24.45
4,950,153(iv)
6.06
Datuk Pang Tee Nam
8,486,181
10.39
4,923,819(v)
6.03
Pang Tee Suan (Deceased)*
8,032,425
9.84
4,988,486(v)
6.11
Tanah Subor Sdn Bhd
4,986,121
6.11
Datuk Pang Tee Chew
NOTES:(i)
(ii)
(iii)
(iv)
(v)
2,241,666 and 1,333,333 ordinary shares of MDD are held through Malaysia Nominees (Tempatan) Sdn.
Bhd. and CIMB Group Nominees (Tempatan) Sdn. Bhd. respectively.
Deemed interested by virtue of his shareholding in Tanah Subor Sdn. Bhd., his wife's direct shareholding
in MDD and indirect shareholding via Pacific Food Sales and Service Sdn. Bhd. and his daughters' direct
shareholdings in MDD. Tanah Subor Sdn Bhd holds 4,986,121 ordinary shares in MDD and Pacific Food
Sales and Service Sdn. Bhd holds 76,332 ordinary shares in MDD.
2,700,000 ordinary shares of MDD are held through CIMB Group Nominees (Tempatan) Sdn. Bhd and
TCL Nominees (Tempatan) Sdn Bhd.
Deemed interested by virtue of his shareholdings in Tanah Subor Sdn. Bhd., his wife's direct shareholdings
in MDD and indirect shareholdings via Pacific Food Sales and Service Sdn. Bhd. and his daughter's and
son's direct shareholdings in MDD.
Deemed interested by virtue of his shareholdings in Tanah Subor Sdn. Bhd., his wife's direct shareholdings
in MDD and indirect shareholdings via Pacific Food Sales and Service Sdn. Bhd.
*
As at to date, transfer of the shares under the name of Pang Tee Suan (Deceased) to his estate is
still pending.
106
STATEMENT OF DIRECTORS INTEREST

IN THE COMPANY AND RELATED
CORPORATIONS
As At 8 April 2009
THE COMPANY
A. ORDINARY SHARES & SHARE OPTION GRANTED PURSUANT TO THE
EMPLOYEES' SHARE OPTION SCHEME (''ESOS'')
Ordinary Shares of RM1.00 each
Direct Interest
Directors
No. of shares
Datuk Pang Chin Hin
9,933,024(i)
Tunku Osman Ahmad
210,000
Datuk Pang Tee Chew

Datuk Pang Tee Nam
Dato' Mohamed Nizam
Bin Abdul Razak
Dato' Dr Shanmughalingam
A/L Murugasu
Deemed
Interest
No. of shares
12.17 10,878,252(ii)
0.26
19,964,744(iv) 24.45 4,950,153(v)

8,486,181
10.39 4,923,819 (vi)
No. of Options over

Ordinary Shares of
RM1.00 each
Direct
Deemed
Interest
Interest
No.
No.
13.32
8,000(iii)
6.06
6.03
1,133,333(vii)
1.39
20,000
20,000
NOTES:(i)
2,241,666 and 1,333,333 ordinary shares of MDD are held through Malaysia Nominees (Tempatan) Sdn.
Bhd. CIMB Group Nominees (Tempatan) Sdn. Bhd. respectively.
(ii) Deemed interested by virtue of his shareholding in Tanah Subor Sdn. Bhd., his wife's direct shareholding
in MDD and indirect shareholding via Pacific Food Sales and Service Sdn. Bhd. and his daughters' direct
shareholdings in MDD. Tanah Subor Sdn Bhd holds 4,986,121 ordinary shares in MDD and Pacific Food
Sales and Service Sdn. Bhd holds 76,332 ordinary shares in MDD.
(iii) Deemed interested by virtue of shares option granted under ESOS to his daughters.
(iv) 2,700,000 ordinary shares of MDD are held through CIMB Group Nominees (Tempatan) Sdn. Bhd
(v) Deemed interested by virtue of his shareholdings in Tanah Subor Sdn. Bhd., his wife's direct shareholdings
in MDD and indirect shareholdings via Pacific Food Sales and Service Sdn. Bhd. and his daughter's and
son's direct shareholdings in MDD.
(vi) Deemed interested by virtue of his shareholdings in Tanah Subor Sdn. Bhd., his wife's direct shareholdings
in MDD and indirect shareholdings via Pacific Food Sales and Service Sdn. Bhd.
(vii) 983,333 ordinary shares of the Company are held through PB Invest Nominees (Tempatan) Sdn. Bhd.
107
B. SUBSIDIARIES
1.
MDD BEVERAGE SDN. BHD.
Directors
Datuk Pang Tee Nam
2.

Direct Interest
Deemed Interest
No.
%
No.
%
1
PACIFIC PLANTATIONS SDN. BHD.
Directors

Deemed Interest
Direct Interest
No.
%
No.
%
Datuk Pang Chin Hin
6,001
0.13
20,000(i)
0.44
Datuk Pang Tee Chew
6,002
0.13
24,000(ii)
0.53
Datuk Pang Tee Nam
20,000(ii)
0.44
Note:
*i
Deemed interested by virtue of shares held by his wife and his daughter.
*ii
Deemed interested by virtue of shares held by his wife.
By virtue of their interests in the shares of the Company, Datuk Pang Chin Hin, Datuk Pang Tee Chew
and Datuk Pang Tee Nam are also deemed to be interested in the shares of all the subsidiaries of the
Company to the extent the Company has an interest.
108
list of properties held

Location
Description
Existing Use
Approximate
Age Of Building
(Year)
Land Area
Date of
acquisition
/valuation
Plot 1 & Plot PT3659,

Mukim Of Bukit Katil,
District of Melaka Tengah,
Melaka
Leasehold industrial Factory/ Head

building (99 years
Office
expiring 15.07.2070
& 27.02.2090)
Lot 6998S & 6999S,

Bandar Ipoh,
Daerah Kinta,
Perak Darul Ridzuan.
34
2.54 acres
(Built up: 80,000
square feet)
31/12/1991 * 3,981,447
Freehold two-storey Vacant

intermediate
shophouses
26
3,080 square feet 31/12/1991 *

(Built up: 2,200
square feet)
142,316
Lot PTD 10081 HS(D)

12482, Township Of
Johore Bahru, Johor
Darual Takzim.
Freehold two-storey Office/

intermediate
Warehouse
shophouses
28
1,540 square
feet (Built up:
2,700 square
feet)
31/12/1991 *
148,406
GM 6374 PT 20705
Mukim Of Kuala Kuantan,
District of Kuantan,
Pahang Darul Makmur
Freehold two-storey Vacant

corner terrace house
25
2,228 square
feet (Built up:
1,400 square
feet)
31/12/1991 *
75,125
Lot No 8177,
Town of Seremban,
District of Seremban,
Negeri Sembilan.
Freehold two-storey Office/

end-terrace
Warehouse
shophouses
33
1,600 square
feet (Built up:
3,060 square
feet)
7/9/1994
70,075
PT 10182 HS(D) 3990

Mukim of Kuala Kuantan
District of Kuantan
Pahang.
Leasehold industrial Factory /

building (66 years
Office
expiring 1.1.2045)
30
5.129 acres
(Built up: 48,800
square feet)
15/7/1994 **
Lot 203 & Lot 204

Pengkalan Maju
Industrial Park
Mukim Maju Kinta, Perak
Leasehold 1 1/2
storey industrial
building (99 years
expiring 18.7.2092)
Office/
Warehouse
13
20,000 square
feet (Built up:
7,200 square
feet)
30/6/1996
No.9, 1130 Lane, TongPu

Road, PuTuo District,
Shanghai China 200333
Leasehold 3
Storey industrial
building (50 years
expiring on
15/08/2050)
Office/ Store
2,923.25 square 9/6/2000

meter (Built up:
2,102 square
meter)
Lot PT 13 Mukim of
Bukit Katil,
District of Melaka Tengah,
Melaka
Leasehold industrial Factory

building (99 years
expiring
13.06.2071)
26
2 acres (Built up: 31/12/1991 * 2,872,003

95,000 square
feet)
H.S. (M) 9720,PT 11551,

Sek.13, Mukim of Kajang
District Of Hulu Langat.
Selangor Darul Ehsan
Leasehold industrial Factory/Office

building.( 99 years
expiring 23 August
2086)
21
3.08 acres
Lot 793 Mukim of

Damansara,
District of Petaling
Freehold industrial
land and building
14
2.87 acres
31/12/1991 * 16,981,166
(Built up: 21,232
square meter)
Office/ Factory/
Warehouse
109
31/8/2002
NBV as at
31/12/2008
(RM)
2,075,213
290,182
2,143,814
5,602,914
Location
Description
Existing Use
Lot 794 Mukim Of

Damansara,
District of Petaling
Freehold industrial
land and building
Warehouse
Lot 9 & 10 Air Keroh

Industrial
Estate Phase IV Air Keroh,
Melaka
Approximate
Land Area
Age Of Building
(Year)
1
Date of
acquisition
/valuation
NBV as at
31/12/2008
(RM)
2.875 acres
(Build up: 4,336
square feet
1/4/1994
4,236,728
Leasehold industrial Vacant

land (99 years
expiring 24.05.2091)
517,806 square
feet
13/7/2004
3,749,237
Luzhi Economic
Development Zone,
Luzhi Town Wu County,
Suzhou Jiang Su Province,
China 215127
Leasehold (50 years Factory/ Office

expiring 2042)
4 hectares
12/7/1993
3,031,939
Level 1 Block AD,

Good Year Court 10,
Subang Perdana Phase 9,
Selangor.
Freehold Apartment
Apartment
11
98.50 square
meter
1/2/1998
123,880
Lot 35 Kawasan
Perusahaan Pangkalan
Chepa 2,
Mukim Panchor, Daerah
Kemumin, Seksyen 44
Kota Bahru, Kelantan
Leasehold 2 storey
building (99 years
Office /
Warehouse
11
62,377 square
feet (Built Up:
12,509 square
feet)
31/12/1994
727,825
Lot 4338, PT 12396 Mukim

Bukit Katil
Daerah Melaka Tengah
Melaka
Leasehold 1 storey
Warehouse
industrial building
(expiring 30.05.2072)
33
150,523 square
feet
30/11/1997
6,633,702
Plot No 41 Truck Road,

Pyinmabin Industrial
Complex, Mingaladon
Township, Htauk Kyant
Yangon Myanmar
Leasehold (25 years Office /

expiring 2022)
Warehouse
11
17,011 square
meter
31/3/1997
1,705,782
Lot 259 Tebrau IV Industrial

Area, JB
Leasehold industrial Vacant

land (60 years
2.456 acres
( 106,983.36
square feet)
30/6/1996
1,538,049
Level 2, Block P2
Good Year Court 8,
Subang Perdana, Selangor.
Freehold Apartment
Apartment
98.50 square
meter
31/12/2005
94,705
Level 3, Block N1,

Good Year Court 7,
Subang Perdana, Selangor.
Freehold Apartment
Apartment
98.50 square
meter
31/12/2005
85,222
HS (D) 4956 & HS (D) 4957

Bukit Katil, Melaka Tengah
Melaka
Leasehold Land
Vacant
(99 years
14.4 acres &

10.4 acres
7/12/2006
* Date of Valuation
** Date of acquisition of the particular subsidiary.
110
5,443,740
Proxy form
MAMEE-DOUBLE DECKER (M) BERHAD
(Incorporated in Malaysia - Co. No. 222363-T)
I/We........................................................................................................of............................................................
..................................................................being a member / members of MAMEE-DOUBLE DECKER (M)
BERHAD do hereby appoint..................................................................................................................................
(I/C No............................................................) of..................................................................................................
or failing him,..................................................................................... (IC.No.....................................................)
of ................................................................................................................................................ as my/our proxy
to vote for me/us on my/our behalf at the 18th Annual General Meeting of the Company to be held on Thursday,
28th day of May, 2009 at 11.00 a.m. at Pendeta 4, Sofitel Palm Resort, Jalan Persiaran Golf, Off Jalan Jumbo,
81250 Senai, Johor Darul Takzim and at any adjournment thereof.
No
RESOLUTION
FOR
AGAINST
To re-appoint Datuk Pang Chin Hin, a Director over the age of 70, pursuant
to Section 129(6) of the Companies Act, 1965
2
To re-appoint Y.A.M. Tunku Osman Ahmad, a Director over the age of 70,
pursuant to Section 129(6) of the Companies Act, 1965
3
To re-elect Datuk Pang Tee Nam, a Director retiring in accordance with
Article 76 of the Articles of Association of the Company
4
To re-elect Puan Rozana Bte Tan Sri Dato' Haji Redzuan, a Director
retiring in accordance with Article 82 of the Articles of Association of the
Company
5
To approve the payment of Directors' Fees for the financial year ended
31 December 2008
6
To declare a Final Dividend of 5 sen gross per ordinary share tax exempt
in respect of the financial year ended 31 December 2008
7
To re-appoint Messrs PricewaterhouseCoopers as Auditors and to
authorise the Directors to fix their remuneration
Special Business:
8
Authority to Allot and Issue Shares pursuant to Section 132D of the
Companies Act, 1965
9
Proposed Renewal of Shareholders' Mandate for Recurrent Related
Party Transactions with PT Pacific Food Indonesia
10 Proposed Renewal of Shareholders' Mandate for Proposed Share
Buy-Back by the Company
Please indicate with a cross (X) in the spaces whether you wish your votes to be cast for or against the resolution. In the absence of
such specific directions, your proxy will vote or abstain as he thinks fit.
Number of shares held
Dated this....................................day of ......................................2009
Signature of Member/Members
Notes:
1.
A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy may
but need not to be a member of the Company.
2.
A member shall be entitled to appoint more than two (2) proxies to attend and vote at the same Meeting.
Where a member appoints more than two (2) proxies, the appointment shall be invalid unless he specifies the proportion of his
3.
holdings to be represented by each proxy.
4.
Where a member is an authorized nominee as defined under the Securities Industry (Central Depositories) Act, 1991, it may
appoint at least one (1) proxy in respect of each securities account it holds with ordinary shares of the Company standing to the
credit of the said securities account.
5.
Where the Proxy Form is executed by a corporation, it must be either under its Common Seal or under the hand of an officer or
attorney duly authorised.
6.
The Proxy Form must be deposited with the Company Secretary at the Registered Office, Suite 1301, 13th Floor, City Plaza, Jalan
Tebrau, 80300 Johor Bahru, Johor Darul Takzim not less than 48 hours before the time set for the Meeting.
111
fold
AFFIX
STAMP
HERE
THE COMPANY SECRETARY

MEMEE-DOUBLE DECKER (M) BERHAD
(Co. No. 222363-T)
Suite 1301, 13th Floor, City Plaza, Jalan Tebrau,

80300 Johor Bahru, Johor Darul Takzim.
fold
Mamee-Double Decker (M) Berhad (222363-T)

Lot 1, Air Keroh Industrial Estate, 75450 Melaka, Malaysia. Tel: 606 232 4466 - 9 (4 lines) Fax: 606 232 9696

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A World Of Good Taste...

Notice of Annual General Meeting

THE MAIN COURSE

Corporate Governance Statement

Statement by Directors and Statutory

Report of the Auditors

Consolidated Income Statement

Company Income Statement

Consolidated Balance Sheet

Company Balance Sheet

Consolidated Statement of Changes in Equity

Company Statement of Changes in Equity

Consolidated Cash Flow Statement

Company Cash Flow Statement

Notes to the Financial Statements

105 Statement of Shareholdings

annual report 2008 MAMEE-DOUBLE DECKER (M) BERHAD

NOTICE OF ANNUAL GENERAL MEETING

MAMEE-DOUBLE DECKER (M) BERHAD

To re-appoint Messrs PricewaterhouseCoopers as Auditors and to authorise the Directors to fix

annual report 2008 MAMEE-DOUBLE DECKER (M) BERHAD

MAMEE-DOUBLE DECKER (M) BERHAD annual report 2008

BY ORDER OF THE BOARD

Woo Min Fong

Explanatory Notes on Special Business

annual report 2008 MAMEE-DOUBLE DECKER (M) BERHAD

NOTICE OF DIVIDEND ENTITLEMENT AND

shares transferred into the depositor's securities

shares bought on Bursa Malaysia Securities Berhad

MAMEE-DOUBLE DECKER (M) BERHAD annual report 2008

Statement Accompanying Notice

Names of Directors who are standing for re-appointment / re-election:

Datuk Pang Chin Hin (Executive Chairman)

Datuk Pang Chin Hin

Tunku Osman Ahmad

Datuk Pang Tee Chew

Datuk Pang Tee Nam

Dato' Mohamed Nizam Bin Abdul Razak

Dato' Dr Shanmughalingam A/L Murugasu

Puan Rozana Bte Tan Sri Dato Haji Redzuan

Pendeta 4, Sofitel Palm Resort, Jalan Persiaran Golf,

Profile of Directors standing for re-appointment and re-election.

annual report 2008 MAMEE-DOUBLE DECKER (M) BERHAD

Y.A.M. TUNKU OSMAN AHMAD

DATUK PANG TEE CHEW

DATUK PANG TEE NAM

DATO' MOHAMED NIZAM BIN ABDUL RAZAK

DATO' DR SHANMUGHALINGAM A/L MURUGASU

PUAN ROZANA BTE TAN SRI DATO HAJI REDZUAN

STOCK EXCHANGE LISTING

annual report 2008 MAMEE-DOUBLE DECKER (M) BERHAD

Datuk Pang Chin Hin

Y.A.M. Tunku Osman Ahmad

MAMEE-DOUBLE DECKER (M) BERHAD annual report 2008

Datuk Pang Tee Chew

Datuk Pang Tee Nam

Dato' Mohamed Nizam Bin Abdul Razak

annual report 2008 MAMEE-DOUBLE DECKER (M) BERHAD