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FORMIS RESOURCES BERHAD (530701 T) ANNUAL REPORT 2008FORMISFORMIS RESOURCES BERHAD

Formis Resources Berhad (530701 T)20th Floor, Menara PanGlobal8 Lorong P. Ramlee50250 Kuala LumpurMalaysiaTel Fax +603 2031 9403Url www.formis.net

:::

+603 2070 5588

Corporate Values

INTEGRITY

We have a set of ethical principles and professional standards which we strictly follow. As employees of Formis, we abide by the guidelines, rules, regulations and laws applicable to the company and industry as well as adhering to the highest standards of our profession.

Our Key Corporate Values in order of importance are Learning, Adaptability and Teamwork.

Formis’ Core Corporate Value is Integrity.

LEARNING

We have a desire to improve ourselves in order to continuously create a positive and an increasingly productive environment.

We improve by actively learning all the time; with practical sharing of knowledge with colleagues and customers. We learn from mistakes and we accept constructive criticism. We have the ability to translate and apply knowledge to work and tasks.

ADAPTABILITY

We have the ability to modify behavior in response to changes.

We believe that a flexible, positive and open mind is crucial in facing new challenging circumstances, to be able to modify plans and action in a timely manner.

TEAMWORK

We are ready and willing to associate and interact to bring about synergy and achieve common goals.

As part of a big group and as a member of a team, we are proactive in seeking opinion, advice and participation from others. We are able to strike a compromise between one’s self interest or personal goals in achieving project or organizational goals. We interact and articulate one’s opinions and ideas in a clear, effective and non-prejudiced manner.

Key Indicators

MISSIONTo provide the Right Technology for our

customers’ business through a process that isprofessional, fair and impartial.

VISIONFormis will be a leading regional technology provider for businesses by 2010 and a leading global technology provider by 2020

Contents

2Business segmenTs

3CoRpoRATe inFoRmATion

4CoRpoRATe sTRuCTuRe

6ChAiRmAn’s sTATemenT

9pRoFile oF DiReCToRs

12noTiCe oF 8th AnnuAl geneRAl meeTing

14sTATemenT on CoRpoRATe goVeRnAnCe

19sTATemenT on inTeRnAl ConTRol

22RepoRT on AuDiT AnD RisK mAnAgemenT CommiTTee

25CoRpoRATe soCiAl ResponsiBiliTy sTATemenT

26sTATemenT on DiReCToRs’ ResponsiBiliTy on FinAnCiAl sTATemenTs

27FinAnCiAl sTATemenTs

88AnAlysis oF oRDinARy shAReholDings

91AnAlysis oF ConVeRTiBle seCuRiTies holDings

93oTheR inFoRmATion

94lisT oF pRopeRTies

FoRm oF pRoXy

2Formis Resources Berhad • annual report 2008

Business Segments

Distribution

Systems

Software

Solutions

Networks

selling of data communication and networking equipments. provision of services such as network requirement studies,

installation, commissioning, maintenance, consultancy and project management.

Subsidiaries in the five core I.T. business segments of the Group

Applied Business SystemsSdn Bhd

Formis Computer Services Sdn Bhd

FORMIS BASS Software Sdn Bhd

Formis Automation Sdn Bhd

First Solution Sdn Bhd

Formis Network Services Sdn Bhd

Com-Line Systems Sdn Bhd

Formis Media Teknologi Sdn Bhd

Formis Systems & Technology Sdn Bhd

P.T Formis Solusi Indonesia

Tera Asia Pacific Sdn Bhd

Continuous Network Advisers Sdn Bhd

Diversified Gateway Berhad

provision of platform-independent andturnkey software development.

provision of solutions which consist of specific hardware platforms configuration for usually industry specific application.

Distribution and reselling of hardware and software.

provision of value-added services as systems integrators of hardware platforms to meet the customer’s specific requirements and specifications and the provision of continuous maintenance

and after-sales support services.


BOARD OF DIRECTORS

Non-Executive ChairmanTan sri Dato’ seri megat najmuddin Bin Datuk seri Dr. hj. megat Khas

Executive Vice Chairman & Chief Executive OfficerDato’ mah siew Kwok

Managing Directormr Chan ngow

Executive Directorms Wong pooi lam

Non-Executive DirectorsDatuk Rahim Bin BabaDato’ hairuddin Bin mohamed (independent)mr Au yong Kam Weng (independent)en Ahmad Bin Khalid (independent)

BOARD COMMITTEES

Audit and Risk Management CommitteeDato’ hairuddin Bin mohamed (Chairman)mr Au yong Kam Wengen Ahmad Bin Khalid

Nomination CommitteeTan sri Dato’ seri megat najmuddin Bin Datuk seri Dr. hj. megat Khas (Chairman)Dato’ hairuddin Bin mohamed mr Au yong Kam Weng

Remuneration CommitteeTan sri Dato’ seri megat najmuddin Bin Datuk seri Dr. hj. megat Khas (Chairman)Dato’ hairuddin Bin mohamed mr Au yong Kam Wengen Ahmad Bin Khalid

Investment Committeemr Chan ngow (Chairman)Dato’ mah siew Kwokmr Au yong Kam Weng

COMpANy SECRETARyms lim shook nyee [mAiCsA no. 7007640]

ShARE REGISTRARBina management (m) sdn Bhd (50164 V)lot 10, The highway CentreJalan 51/205, 46050 petaling Jayaselangor Darul ehsan, malaysiaTel : +603 7784 3922Fax : +603 7784 1988

AuDITORSBDo Binder12th Floor, Wisma uni.Asia1008 Jalan sultan ismail50250 Kuala lumpur, malaysiaTel : +603 2616 2888Fax : +603 2616 3190

REGISTERED OFFICE20th Floor, menara panglobal8 lorong p.Ramlee50250 Kuala lumpur, malaysiaTel : +603 2070 5588Fax : +603 2031 9403

STOCk ExChANGE LISTINGsecond Board, Bursa malaysia securities Berhad

pRINCIpAL BANkERSAffin Bank BerhadAlliance Bank malaysia BerhadAmBank BerhadCimB Bank Berhadeon Bank Berhadhong leong Bank Berhadmalayan Banking BerhadoCBC Bank (malaysia) Berhadpublic Bank Berhadunited overseas Bank (malaysia) Berhad

WEBSITE ADDRESSwww.formis.net

Corporate Information


Formis holdings Berhad100% 100%

100%

100%

100%

100%

100%

49%

51%

65%100%

70%

80%

100%

100%

100%

100%

100%

Applied Business systems sdn. Bhd.

Continuous network Advisers sdn. Bhd.

Dynamic Concept Resources sdn. Bhd.

FoRmis BAss software sdn. Bhd.

Formis systems & Technology sdn. Bhd.

Formis Computer services sdn. Bhd.

Formis international limited

Tera Asia pacific sdn. Bhd.

pT Formis solusi indonesia

First solution sdn. Bhd.

Com-line systemssdn. Bhd.

Diversified gateway Berhad

Formis media Teknologisdn. Bhd.

Continuous network services sdn. Bhd.

Antis investment sA(luxembourg)

Formis Computer & Communication sdn. Bhd.

Formis software Dynamics sdn. Bhd.

Corporate Structure


Information Technology (Active)

Information Technology (Inactive/Dormant)

Property (Active)

Non-Property (Dormant)

100% 100%

100%

60%

100%

100%100%

60%

100%

100%

100%

man yau holdings Berhad

Formis Automation sdn. Bhd.

Comline DotCom sdn. Bhd.

Formis network services sdn. Bhd.

prism portal Asia sdn. Bhd.

nostalgic properties sdn. Bhd.

man yau plastic Factory (malaysia) sendirian Berhad

Wang Corporation sdn. Bhd.

Channel legacy sdn. Bhd.

Formis Advanced systemssdn. Bhd.

Formis niaga solusi sdn. Bhd.


Chairman’s Statement

On behalf of the Board of Directors, I am pleased to present the Annual Report and Financial Statements of Formis Resources Berhad (Formis) for the year ended 31 March 2008.

1. OVERVIEW

The financial year under review has been a year of challenges and opportunities for Formis group. At the end of the day, i am glad to report that we managed to stay on course in meeting our business objectives and directions.

2. pERFORMANCE

For the year ended 31 march 2008, the group recorded revenue of Rm347.7 million, an increase of 21.5% as compared to the preceding financial year. We are pleased too, to report a profit before tax of Rm4.4 million compared to the loss before tax of Rm5.0 million in the preceding financial year. This is mainly due to the reduction in provision for doubtful debts from Rm5.8 million in the preceding financial year to Rm2.0 million. There was also a reduction in impairment of goodwill of Rm12.9 million in the preceding financial year compared to Rm3.8 million in the current financial year. A provision of Rm1.56 million was made for diminution in other investments. earnings per share for the year attributable to shareholder was negative 1.07 sen per share. Though still in the negative, the loss was significantly reduced as compared to loss of 6.67 sen per share for the preceding financial year.



3. BuSINESS OpERATIONS

in the business of technology, one of the key elements for success is the ability to work closely with our technology partners. Formis group has a very strong comprehensive list of business partners and we are proud to report that in the course of business the group has received recognitions from some of our technology partners.

• HPMalaysiapresentedFormisComputerServicesSdnBhd(FCS)the“HPTopAnnuityBusinessPartner2007”award for delivering top value for hp maintenance contracts, mainly from hp nonstop systems.

• Microsoft Malaysia awarded FCS with two recognitions; 1) Microsoft Competency for FCS’ Commitment,expertise and superiority and 2) Technological excellence & impact on customers using microsoft products and services.

• IBMMalaysiagaveFirstSolutionSdnBhdtwoawardsandtheyareIBMGlobalServicesforBusinessPartnerleadership Award 2007 and iBm systems Technology group for highest growth Distributor Award 2007.

• BMCSoftwareAsiaaccordedFormisSystems&TechnologySdnBhd(FST)withthe“PreferredPartner,AsiaSouth,PartnerAppreciation2007”award.

• EMC Computer Systems gave FST a special mention for the “Largest Incremental Government DealAchievement”.

Besides earning recognition from our long time technology partners, we have also embarked on to a new partnership; FsT was appointed as a Vip solution partner of Vmware for malaysia. Vmware is the world’s leading provider of virtualization solutions for x86-based servers and desktops.

equipped with renowned technology partners and a dedicated professional staff force, we have brought in some exciting projects, making further inroads into our targeted business sectors namely, government, oil & gas, Telecommunications and Financial institutions. some of the fulfilling successes in these sectors include lembaga hasil Dalam negeri, Dewan Bandaraya Kuala lumpur, perbadanan harta intelek malaysia, Jabatan latihan Khidmat negara and majlis sukan negeri selangor, Celcom (malaysia) and petronas.

on the international business front, FoRmis BAss software sdn Bhd has signed an agreement to computerize the trading management operations of national securities incorporation, a Vietnamese stock broking house in hanoi.

We are pleased to mention that the electronic Trading platform, a joint effort between Team Korean exchange, Koscom and FCs has successfully gone live on 10 march 2008.


4. CORpORATE

A new subsidiary was added to the group with the incorporation of prism portal Asia sdn Bhd (ppA). on 24 september 2007, Com-line systems sdn Bhd, a 70% owned subsidiary of Formis, incorporated ppA as its wholly-owned subsidiary company. ppA which is currently dormant have an authorised share capital of Rm100,000.00. The intended principal activity of ppA is the provision of information technology and software development, consulting and outsourcing services.

5. DIVIDENDS

no dividends have been paid in the financial year to date.

6. pROSpECTS

When the renowned research company iDC malaysia released their readings for the year 2008, they predicted that in 2008, disruptive technologies will continue to drive the iCT market in malaysia, and end users will become the driving force in changing the way iCT vendors conduct their business. The iCT industry in malaysia will be forced to be ultra competitive in 2008, with a lower growth rate forecasted, due to increasing competition among businesses. This will create more concentrated segmentations which will drive the market in 2008. hence, understanding the disruptive changes of how end users are demanding for products and services will enable these vendors to gain market dominance. (iDC: Top 10 predictions for the malaysia iCT market for 2008)

Taking this prediction in mind, we will seek to administrate our business in synch with the industry’s landscape, optimizing the opportunities and managing the challenges positively. overall the group is looking forward to an exciting and challenging year ahead in the iCT industry.

7. AppRECIATION & ACkNOWLEDGEMENT

The Board of Directors of Formis is pleased to welcome back en Ahmad Bin Khalid as an independent non-executive Director of Formis and a member of the Audit and Risk management Committee and the Remuneration Committee with effect from 1 november 2007.

i would like to also express my gratitude and appreciation towards my other fellow Directors and also to our employees for executing your respective duties efficiently and professionally.

To all our customers, shareholders, business partners and associates, i thank you for your support and certainly look forward to a greater working experience with you all.

Thank you.

Tan Sri Dato’ Seri Megat Najmuddin Bin Datuk Seri Dr. hj. Megat khasChAiRmAn

DATe: 15 July 2008



yG. BhG. TAN SRI DATO’ SERI MEGAT NAJMuDDIN BIN DATuk SERI DR. hJ. MEGAT khASAge 63, MalaysianChairman, Non-Executive Director

Tan sri Dato’ seri megat najmuddin Bin Datuk seri Dr. hj. megat Khas is a non-independent, non-executive Director and the Chairman of the Company since 22 January 2002. he is also the Chairman of the Board’s Remuneration Committee and nomination Committee.

Tan sri megat is a lawyer by profession who graduated from the university of singapore in 1970. he ceased practice in 1986 to concentrate on business as well as political activities. he served as the state Assemblyman of Kelana Jaya, selangor for two terms and was a municipal councilor for two decades. he also sits as a member of umno Disciplinary & Appeal Board.

he was appointed executive Committee member of the Federation of public listed Companies Berhad (FplC) in August 1994 and elected president in 1997. he represents this organisation to the high Finance Committee of the ministry of Finance. Further, he was also one of the first members of the management Committee of the malaysian institute of Corporate governance (miCg), and was elected president in April 1998. in addition, he was appointed as a member of the national economic Advisory Council 2 (neAC 2) where he was involved in the human Resource Development Works Committee. in september 1999, he was appointed to the Capital market strategic Committee and in August 2001, he was appointed as a member of Bank negara Corporate Debt Restructuring Committee (CDRC). he was also appointed adjunct professor of universiti utara malaysia in 2004.

Apart from his chairmanship in the Company, he is also the Chairman of Asian pac holdings Berhad, Tradewinds Corporation Berhad and majuperak holdings Berhad. he also serves as director on the board of Dialog group Berhad, salcon Berhad, seg international Bhd and several other private companies.

he holds 48,289,243 fully paid ordinary shares of Rm1.00 each in the Company.

yG. BhG. DATO’ MAh SIEW kWOkAge 60, MalaysianExecutive Vice Chairman and Chief Executive Officer

Dato’ mah siew Kwok was appointed to the Board as an executive Director on 22 January 2002. he was re-designated as the executive Vice Chairman and Chief executive officer on 1 April 2006. he is also a member of the Board’s investment Committee and serves on the board of several subsidiary companies of the group. he qualified in law and was called to the english Bar in 1972. he was the founder and senior partner of messrs mah & partners in 1975 and specialised in Corporate law, Banking law as well as land law. he remained in practice for ten years before venturing into the commercial sector. Dato’ mah was the managing Director of south malaysia industries Berhad from 1983 to 1994. Dato’ mah serves on the board of several private companies and is also a director of Tung shin hospital and vice chairman of Chung hwa independent high school.

Dato’ mah holds 25,390,540 fully paid ordinary shares of Rm1.00 each in the Company. Dato’ mah is the brother in law of ms Wong pooi lam, an executive Director of the Company.

Profile of Directors


MR ChAN NGOWAge 64, MalaysianManaging Director

mr Chan ngow was appointed to the Board as the managing Director on 22 January 2002. he is also the Chairman of the investment Committee and serves on the board of several subsidiary companies of the group.

mr Chan began his career as a teacher under the ministry of education in 1964. he joined the Jabatan hasil Dalam negeri, malaysia as an examiner in 1966. in 1987, he was admitted as a member of yayasan pengurusan malaysia. mr Chan was admitted as an Associate member of the malaysian institute of Taxation in 1993 and became a fellow of the institute in 1999. During his 29-year career with the Jabatan hasil Dalam negeri, malaysia, he had held positions such as Assessment officer, Assistant Director and senior Assistant Director.

mr Chan moved on to join the information technology industry in 1995 as the senior manager in Corporate and Taxation of Formis Computer services sdn Bhd. Thereafter, he was transferred to perduren (m) Berhad (formerly known as Formis (malaysia) Berhad) with no change in position and ceased employment with the said company with effect from 1 July 2001.

mr Chan holds a total of 21,185,530 fully paid ordinary shares of Rm1.00 each in the Company. he also has an indirect interest in 10,000 fully paid ordinary shares of Rm1.00 each in the Company held by his daughter.

MS WONG pOOI LAM Age 35, MalaysianExecutive Director

ms Wong pooi lam joined the Board on 1 December 2000 and was re-designated as an executive Director on 10 may 2002. ms Wong graduated from Cambridge university with a Bachelor of Arts Degree and later completed the master of engineering Degree in electrical and information science Technology at the same university in 1997. she started her career with merrill lynch (Asia pacific) ltd in hong Kong as a proprietary trader for derivative markets in the Asia-pacific region. upon her return to malaysia in mid-2000, she was actively involved in the Company’s reverse take-over exercise of man yau holdings Berhad.

ms Wong holds 1 ordinary share of Rm1.00 each in the Company. she also has an indirect interest in 500,000 fully paid ordinary shares of Rm1.00 each in the Company held by her spouse. ms Wong pooi lam is the sister in law of Dato’ mah siew Kwok, the executive Vice Chairman and Chief executive officer as well as a major shareholder of the Company.

yG. BhG. DATuk RAhIM BIN BABAAge 58, MalaysianNon-Executive Director

Datuk Rahim Bin Baba joined the Board on 22 January 2002 as a non-executive Director. he also serves on the board of several subsidiary companies of the group. he holds a Bachelor of economic Degree from university malaya. he served as special Assistant to the late former Deputy prime minister, Tun ghafar Baba while attached to the Jabatan perdana menteri from 1986 to 1990. Datuk Rahim also served as a senator for six years from 1991 – 1997. he was also Chairman of mARA holdings Bhd from 1990 – 1993. Datuk Rahim has vast experience in corporate management and is currently the executive Chairman of gula perak Berhad. he is also on the board of several private companies.

he is active in co-operative movements whereby he is appointed as Deputy Chairman of AngKAsA, Federal Territory and also appointed by the ministry of entrepreneur and Co-operative Development as member of Advisory Council for the co-operative movement.

he is also active in consumer affairs whereby he is appointed by the ministry of Domestic Trade and Consumer Affairs as Chairman of Consumers Council of Federal Territory.

he holds 23,059,112 fully paid ordinary shares of Rm1.00 each in the Company.



MR Au yONG kAM WENGAge 52, MalaysianIndependent Non-Executive Director

mr Au yong Kam Weng joined the Board on 31 march 2003. he has since been a member of the Audit and Risk management Committee, the Remuneration Committee, the nomination Committee as well as the investment Committee in 2003. A mACpA graduate, mr Au yong is also a member of the malaysian institute of Accountants. he was employed as a financial controller as well as a general manager for several large malaysian companies, such as Avetani (m) sdn Bhd, south malaysia industries Berhad and Asian pac holdings Berhad. Thereafter he took up his current employment as a remisier at hwang-DBs securities Berhad. mr Au yong continues to keep updated with the development in accounting standards and risk management. With his extensive training and experience in the field of accounts and finance, mr Au yong contributed significantly to the group in the areas of financial reporting and compliance. he does not hold any shares in the Company.

EN AhMAD BIN khALIDAge 57, MalaysianIndependent Non-Executive Director

en Ahmad Bin Khalid re-joined the Board on 1 november 2007. he was appointed a member of the Board’s Audit and Risk management Committee and Remuneration Committee on the same date. en Ahmad holds a Diploma in Accountancy from universiti Teknologi mARA. he has also attended numerous professional courses both abroad and locally. en Ahmad has held various top management positions in the banking and the telecommunication industries for the past 30 years and he currently serves on the board of several private companies. he holds 1 ordinary share of Rm1.00 each in the Company.

shareholdings of Directors include shares held by the Directors as well as those held in their name by nominee companies. save where disclosed above, none of the Directors has :•anyfamilyrelationshipwithanyDirectorand/ormajorshareholderoftheCompany•anyconflictofinterestwiththeCompany•anyconvictionforoffenceswithinthepast10yearsotherthantrafficoffences

DATO’ hAIRuDDIN BIN MOhAMEDAge 58, MalaysianIndependent Non-Executive Director

Dato’ hairuddin Bin mohamed joined the Board on 12 January 2007. he was appointed the Chairman of the Audit and Risk management Committee, a member of the nomination Committee and the Remuneration Committee as well as the senior independent non-executive Director of the Company on the same date. he also serves on the board of several subsidiary companies of the group. Dato’ hairuddin leads the Audit and Risk management Committee in regular dialogue with the internal auditors as well as the senior management of the group to check on financial and operational issues.

Dato’ hairuddin obtained a Bachelor in social science (hons) degree from universiti sains malaysia in 1980. he was formerly the Commissioner of police at Commercial Crimes investigation Department. During his service of 36 years, he had held several senior position in the Force, amongst them were Deputy Commissioner of police (Chief, police officer of Kedah), senior Assistant Commissioner i (Deputy Director of Administration (Training)) and senior Assistant Commissioner ii (Crime investigation Department sarawak).

he currently serves as director on the board of BimB holdings Berhad, Kein hing international Berhad and several other private companies. he does not hold any shares in the Company.



NOTICE IS HEREBY GIVEN THAT the Eighth Annual General Meeting of the Company will be held at Sime Darby Convention Centre, Banyan & Casuarina, Ground Floor, 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur on Wednesday, 10 September 2008 at 10.30 a.m. for the following purposes:

AGENDA

1. To receive and adopt the Audited Financial statements for the financial year ended 31 march 2008 together with the Reports of the Directors and Auditors thereon.

Resolution 1

2. To approve payment of Directors’ fees amounting to Rm174,342.47 for the financial year ended 31 march 2008. Resolution 2

3. To re-elect the following Directors retiring pursuant to Article 74 of the Company’s Articles of Association and being eligible, offered themselves for re-election:(a) Dato’ mah siew Kwok Resolution 3(b) Au yong Kam Weng Resolution 4

4. To re-elect Ahmad Bin Khalid, who retires pursuant to Article 80 of the Company’s Articles of Association and being eligible, offered himself for re-election.

Resolution 5

5. To re-appoint messrs BDo Binder as Auditors of the Company for the ensuing year and to authorise the Directors to fix their remuneration.

Resolution 6

6. As special Business:

To consider and if thought fit, pass the following resolution:

ORDINARy RESOLuTIONAuThORITy TO ALLOT AND ISSuE ShARES puRSuANT TO SECTION 132D OF ThE COMpANIES ACT, 1965

“THATsubjectalwaystotheCompaniesAct,1965andtheapprovalsof therelevantauthorities, theDirectorsbeand are hereby empowered, pursuant to section 132D of the Companies Act, 1965 to allot and issue shares in the Company at any time and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion deem fit, provided that the aggregate number of shares 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 the Directors be and are also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on the Bursa malaysia securities Berhad and that such authority shall continue to be in force until the conclusion of thenextAnnualGeneralMeetingoftheCompany.”

Resolution 7

Notice of 8th Annual General Meeting


Notice of 8th Annual General Meeting

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

By order of the Board

LIM ShOOk NyEE [mAiCsA no. 7007640]Company secretary

Date: 31 July 2008

NOTES:i) A member of the Company may appoint more than two (2) proxies to attend at the same meeting but only one (1) proxy shall be entitled to vote on a show

of hands. Where a member appoints two (2) or more proxies, he shall specify in each form of proxy the proportion of his shareholdings to be represented by each proxy.

ii) Where a member of the Company is an authorised 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.

iii) The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or if the appointer is a corporation either under seal or under the hand of an officer or attorney duly authorised. A proxy may but need not be a member of the Company and need not be a person prescribed by section 149(1)(b) of the Companies Act, 1965. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

iv) The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Registered office of the Company at 20th Floor, menara panglobal, 8 lorong p. Ramlee, 50250 Kuala lumpur not less than forty-eight (48) hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than twenty-four (24) hours before the time appointed for taking of the poll, and in default the instrument of proxy shall not be treated as valid.

NOTE ON SpECIAL BuSINESS:The proposed ordinary Resolution 7, if passed, is to give the Directors of the Company flexibility to issue and allot shares for such purposes as the Directors in their absolute discretion consider to be in the interest of the Company, without having to convene an extraordinary general meeting. This authority will expire at the end of the next Annual general meeting of the Company.


1. DIRECTORS

Board Responsibilities

The main focus of the Board is to monitor and maintain the overall strategic leadership, identification and management of principal risks and development and control of the group. The Board assumes the six (6) principal responsibilities specified in the Code when discharging its leadership and control responsibilities. A formal Board policy manual has also been adopted and put in place to ensure that the Board carries out its duties consistent with approved procedures, good corporate governance standards as well as common law duties and responsibilities.

These practices ensure that a high degree of transparency and accountability is put in place for the benefit of all shareholders.

Composition of Board

The Company is led by an effective and experienced Board, encompassing of eight (8) members - three (3) independent non-executive Directors, two (2) non-independent non-executive Directors including the Chairman and three (3) executive Directors. This composition meets the listing Requirements of Bursa malaysia SecuritiesBerhad (“ListingRequirements”).TheCompany recognisesthe contribution of independent non-executive Directors as equal Board members to the development of the group’s strategy as well as their role in representing the interests of public shareholders and providing a balanced and independent view to the Board. The composition of the Board fairly reflects the extent of investment of shareholders in the Company. profile of the Directors are presented on pages 9 to 11 of the Annual Report.

The Board re-appointed en Ahmad Bin Khalid as an independent non-executive Director and member of the Audit and Risk management Committee and Remuneration Committee on 1 november 2007.

All Board members are individuals of caliber and credible. The composition of the Board reflects the commitment to maintain an appropriate balance to ensure a sufficiently wide and relevant mix of background, skill and experience to provide strong and effective leadership and control of the group. The Directors are professionals from diverse disciplines. Together, they create the synergy and effectiveness necessary to steer the group toward strengthening its professional competence for achieving the Company’s full objectives.

The executive Directors are primarily responsible for the implementation of the policies and decisions of the Board, overseeing the operations as well as developing, coordinating and implementing business and corporate strategies.

Dato’ hairuddin Bin mohamed is the Company’s senior independent non-executive Director. he is responsible for providing clarifications on issues that may be raised by shareholders at the Company’s general meetings, and he avails himself to clarify matters or enquiries from stakeholders.

The non-executive Chairman presides over all meetings of the Board of Directors. The roles and responsibilities of the non-executive Chairman and of the executive Vice Chairman and Chief executive officer and of the managing Director are clearly distinct to ensure that there is a balance of power and authority and no one individual has unfettered powers of decision. The division of roles and responsibilities ensures that there is no excessive concentration of power in the non-executive Chairman, the executive Vice Chairman and Chief executive officer and the managing Director. The non-executive Chairman is primarily responsible for the effective and efficient conduct and working of the Board. he is constantly in touch with and maintains regular dialogue with the executive Vice Chairman and Chief executive officer and the managing Director.

The Board, through the annual review by the nomination Committee, has reviewed the size of the Board and has considered the current size optimum and effective given the scope, size and complexity of the business and affairs of the group.

TheBoardofDirectors(“theBoard”)ofFormisResourcesBerhadcontinuesinmaintainingahighstandardof corporate governance and ensuring that effective self regulatory controls exist throughout the group to safeguard the group’s assets. The Board especially recognises the importance of good corporate governance in building and enhancing long term shareholders value and financial performance of the group. The statement described the manner in which the group has applied the principles of good governance and the extent of compliancewiththebestpracticessetout intheMalaysianCodeonCorporateGovernance(“theCode”)throughout the financial year.

Statement on Corporate Governance


Appointments to the Board

The nomination Committee has been established by the Board comprising entirely of non-executive Directors, the majority of whom are independent. The primary objective of the nomination Committee is to ensure that the Directors bring characteristics to the Board, provide a required mix of responsibilities, skills and experience. The nomination Committee is also responsible for making recommendations on any nominations to standing committees of the Board. meetings of the nomination Committee are held as and when required, and at least once a year. During the financial year ended 31 march 2008, the nomination Committee had met twice.

The nomination Committee will also assist the Board in reviewing on an annual basis the appropriate balance and size of the Directors participation. The nomination Committee will also establish procedures and processes for the annual assessment of the effectiveness of the Board as a whole, the Committees of the Board and contribution of each individual Director.

The nomination Committee upon its recent annual review carried out, is satisfied that the size of the Board is optimum and that there is appropriate mix of skills and core competencies in the composition of the Board. The current composition of the nomination Committee is as set out on page 3 of this Annual Report.

Re-election

in accordance with the Company’s Articles of Association, one third (1/3) of the Directors are required to retire by rotation at each Annual general meeting and can offer themselves for re-election at the Annual general meeting.

The Articles of Association of the Company further provide that Directors who are appointed by the Board to fill a casual vacancy or as an addition to the existing Board are subject to re-election by the shareholders at the next Annual general meeting following their appointment.

Board Meetings

The Board meets regularly on a quarterly basis with additional meetings being convened, when necessary. in the meeting, the Board will deliberate on and consider matters relating to the group’s financial performance, significant investments, corporate development, strategic issues and business plan. The Company secretary is responsible for ensuring that Board policies and procedures are complied with and all proceedings of the Board and Board Committees are recorded in writing. The minutes of Board and Board Committee meetings are recorded and draft minutes are circulated to the Directors for confirmation prior to being approved.

The Board met six (6) times during the financial year ended 31 march 2008 during which it reviewed and approved various issues including the quarterly financial results of the group for the announcement to Bursa securities, business plan and strategy and also the performance of the group. The Board also reviewed the adequacy of the group’s internal control system. Details of the attendances of the Directors at the Board meetings during the financial year are tabulated below :

DirectorsTotal Meetings

AttendedTan sri Dato’ seri megat najmuddin Bin Datuk seri Dr. hj. megat Khas

6 out of 6

Dato’ mah siew Kwok 6 out of 6mr Chan ngow 6 out of 6ms Wong pooi lam 6 out of 6Datuk Rahim Bin Baba 6 out of 6Dato’ hairuddin Bin mohamed 6 out of 6mr Au yong Kam Weng 6 out of 6en Ahmad Bin Khalid (Appointed on 01/11/07) 2 out of 2

The Board delegates certain responsibilities to the respective Committees of the Board which operate within clearly defined terms of reference. The Chairmen of the various Committees will inform the Directors at Board meetings, matters and recommendations which the Committees views ought to be highlighted to the Board.

standing committees of the Board include the Audit and Risk management Committee (see Report on Audit and Risk management Committee set out on pages 22 to 24), Remuneration Committee, nomination Committee and investment Committee.



Supply of Information

Directors are provided with an agenda and a compilation of Board papers prior to the agreed date for each Board meeting in order to give Directors sufficient time to review and properly briefed on each issues before to be deliberated at the Board meeting.

senior management may be invited to attend these meetings to explain and clarify matters being tabled.

in furtherance of their duties, the Board has unrestricted access to any information pertaining to the group as well as to the advice and services of the Company secretary who is responsible for ensuring that Board meeting procedures are adhered to and that applicable rules and regulations are complied with. The Board has the liberty to seek external independent professional advice if so required, at the Company’s expense. Any such requests shall be forwarded to the executive Vice Chairman and Chief executive officer, the managing Director or the executive Director and presented to the Board for ultimate approval.

Directors’ Training

All the Directors of the Company have completed the mandatory Accreditation Training programme prescribed by Bursa malaysia securities Berhad.

During the financial year ended 31 march 2008, the Directors briefed and updated from time to time during Board meetings, particularly on topics including amendments to the Companies Act, 1965, Code on Corporate governance and Financial Reporting. in addition, the training programmes and seminars attended by members of the Board for the financial year ended 31 march 2008 includes :

1. effective governance for a sustainable living in malaysia;2. national Tax Conference 2007;3. Budget Talk;4. 25th national seminar on Taxation;5. Corporate social Responsibility seminar – The Bottom-line impact

in malaysia; &6. Forum on ioFC (loFsA).

The Board of Directors shall be responsible to determine their continuous training needs to keep abreast of changes in both the regulatory and business environments as well as with new developments within the industry in which the group operates.

2. DIRECTORS’ REMuNERATION

Remuneration Committee

The Remuneration Committee comprises four (4) non-executive Directors, the majority of whom are independent non-executive Directors. The Remuneration Committee is entrusted under its Terms of Reference to assist the Board, amongst others, to carry out annual review of salaries, incentive arrangements and other employment conditions of the executive Directors. meetings of the Remuneration Committee are held as and when required, and at least once a year. The Remuneration Committee met once during the financial year ended 31 march 2008 to review the remuneration of the executive Directors.

The current composition of the Remuneration Committee is as set out on page 3 of this Annual Report.

Remuneration policy and procedure

The Board ensures that the levels of remuneration are sufficient to attract and retain the Directors with the relevant experience and expertise needed to run the group successfully.

The remuneration of the executive Directors is structured so as to link rewards to corporate and individual performance. in the case of the non-executive Directors, the level of remuneration reflects the experience, expertise and level of responsibilities undertaken by the particular non-executive Director concerned. The remuneration strategy reflects the competitive nature of the group’s operation, recognising the need to attract, motivate and retain high quality and caliber executives.

The Remuneration Committee reviews and recommends to the Board the remuneration package of each of the executive Directors. it is the responsibility of the entire Board to approve the remuneration of these Directors. The determination of the remuneration of the non-executive Directors is a matter for the Board as a whole. none of the executive or non-executive Directors participates in any way in determining their own individual remuneration.

The fees of the Directors are subject to approval of shareholders at the Annual general meeting. The non-executive Directors are also paid meeting attendance allowance for each Board meeting, Board Committee meeting and shareholders meeting that they attended.



The remuneration for executive and non-executive Directors paid/payable by the group for the year under review is as set out in the accompanying table:

Category Directors’ Fees(RM)

Directors’ Salaries and

Other Emoluments

(RM)Total(RM)

Executive DirectorsDato’ mah siew Kwok - 427,214.40 427,214.40mr Chan ngow - 290,482.80 290,482.80ms Wong pooi lam - - -Non-Executive DirectorsTan sri Dato’ seri megat najmuddin Bin Datuk seri Dr. hj. megat Khas 55,000.00 3,000.00 58,000.00Datuk Rahim Bin Baba 33,000.00 1,500.00 34,500.00Dato’ hairuddin Bin mohamed 39,600.00 4,000.00 43,600.00mr Au yong Kam Weng 33,000.00 3,750.00 36,750.00en Ahmad Bin Khalid (Re-appointed on 1/11/07) 13,742.47 1,000.00 14,742.47

Remuneration Band(in RM per annum)

ExecutiveDirectors

Non-ExecutiveDirectors

Below 50,000 1 450,001 – 100,000 - 1250,001 – 300,000 1 -400,001 – 450,000 1 -


3. ShAREhOLDERS

Dialogue Between the Company and Investors

The Board acknowledges the importance of accountability to the shareholders. Timely release of the financial results on a quarterly basis, press releases and announcements provide an overview of the group’s performance and operations to its shareholders.

information disseminated to the investment community is in accordance to the Bursa securities disclosure rules and regulations.

The Board has also formalised an investor relations programme where pertinent information regarding the Company will be communicated via press releases, formal circulars and timely disclosures and announcement to the regulatory authorities. The group has established a website at www.formis.net which shareholders as well as members of the public may access for the latest information on operations and activities of the group, press releases, financial information, etc. The group’s website is updated from time to time to provide the latest and comprehensive information about the group.

Annual General Meeting

The Company’s Annual General Meeting (“AGM”) is the principalforum for dialogue with all shareholders and the Board encourages shareholders to attend and participate in the Agm. shareholders are provided with an opportunity to enquire about the group’s activities and prospects as well as to communicate their expectations and concerns. shareholders are also encourages to participate in the question and answer session. The Board, senior management and relevant advisors are on hand to answer questions raised and give clarifications required by the shareholders. Where appropriate, the Board will undertake to provide written answer to any questions that cannot be readily answered at the meeting.

The Board will also ensure that each item of special business is included in the notice of the Agm and will be accompanied by an explanation of the effects of the proposed resolutions.


4. ACCOuNTABILITy AND AuDIT

Financial Reporting

in presenting the annual financial statements and quarterly announcements of results to the shareholders, the Board aims to ensure that the financial statements and quarterly announcements are prepared in accordance with the Companies Act, 1965 and applicable accounting standards so as to offer a balanced and comprehensive assessment of the group’s financial position and prospects. The accounting policies and methods once adopted, are consistently applied and supported by reasonable and prudent judgements and estimates.

The Board ensures that the financial statements of the group give a true and fair view of the state of affairs of the group. The Audit and Risk management Committee assists the Board in scrutinizing information for disclosure to ensure accuracy, completeness and adequacy of information by reviewing and recommending to the Board for adoption.

The statement by Directors of their responsibilities in preparing the audited financial statements is set out on page 26 of this Annual Report in accordance with paragraph 15.27 (a) of the listing Requirements.

Internal Control

The Board maintains a sound internal control framework to safeguard shareholders’ investment and the group’s assets and businesses. The statement on internal Control set out on pages 19 to 21 of this Annual Report, which has been reviewed by the Company’s external auditors, provides an overview of the state of internal controls within the group.

Relationship with Auditors

With the External Auditors

The external auditors continues to report to members of the Company on their findings which are included as part of the Company’s financial reports with respect to each year’s audit on the statutory financial statements. The Company has always maintained a formal and transparent relationship with the external auditors in seeking their professional advice and towards ensuring compliance with the accounting standards.

A summary of the activities of the Audit and Risk management Committee during the year are set out in the Report on Audit and Risk management Committee on pages 23 to 24 of this Annual Report.

With the Internal Auditors

The Company has outsourced the internal audit function to an independent professional firm. The outsourced internal auditors perform its functions with impartially, proficiency and due professional care. it undertakes regular monitoring of the group’s key controls and procedures, which is an integral part of the group’s system of internal control.

The internal audit reports are presented to the Audit and Risk management Committee for its review and deliberation. The Audit and Risk management Committee will be briefed on the progress made in respect of each recommendation, and of each corrective measure taken as recommended by the audit findings. The internal auditors report directly to the Audit and Risk management Committee to ensure independency.

Statement of Compliance with the Best practices of the Code

The group is in substantial compliance with the principles and best practices of the Code as at the date of this Annual Report.

This statement is made in accordance with the resolution of the Board of Directors at its meeting held on 15 July 2008.



INTRODuCTION

The statement on internal Control is made in accordance with paragraph 15.27(b) of the Bursa malaysia listing Requirements, for all malaysian public listed companies to make a statement about its company’s state of internal control, as a group, in their annual report. The Board is committed to maintaining a sound system of internal control in the group and is pleased to provide the following statement, outlining the nature and scope of internal controls of the group.

BOARD RESpONSIBILITIES

The Board of Directors (“Board”) affirms its responsibility formaintaining a sound and effective system of internal control to safeguard shareholder’s investment and the group’s assets.

The system of internal control adopted by the group covers, inter alia, corporate governance, risk management procedures, operational, financial and compliance controls as well as any contingency plans required. Due to the limitations that are inherent in any system of internal control, the Board is aware that the system is designed to manage, rather than to eliminate, the risk of failure of the group’s business objectives. This system therefore only provides reasonable, and not absolute assurance against material misstatement or loss.

ThE GROup’S SySTEM OF INTERNAL CONTROL

key Framework of the Group’s System of Internal Control

The Board recognizes that risk management plays a vital and integral part of the business operations. The management is responsible for creating a risk-awareness culture and for building the necessary knowledge for risk management. They also have the responsibility for managing risks and internal controls associated with the operations, ensuring compliance with applicable laws and regulations. This is continuously performed during quarterly Board meetings through discussion and deliberation of strategic issues facing the businesses. Resolution and actions is agreed upon to mitigate such risks.

other key elements of the group’s internal control system include:

• Organised and defined management structure of the Group isstated including areas of responsibility, segregation of authorities and limits. monitory authority limits and operational authorities are also clearly defined. These authority limits are in place for all subsidiaries and are subject to continuous review throughout the year.

• SelectedkeyprocessesoftheGroupareclearlydefinedinStandardoperating procedures that are extended to all operating units in the group. These processes are reviewed on a regular basis to reflect changing risks or to resolve any operational deficiencies. it is also to promote efficiency and accountability for the group.

• Segregationofdutiestoreducethescopeoferrorandtoavoidcollusion.

• Traininganddevelopmentprogrammesareestablishedtoensurethat staff are constantly kept up-to-date with the constant technological changing environment in order to be competent in the industry in line with achieving the group’s business objectives.

• MonthlyGroupseniormanagementmeetingsareheldtoreview,discuss and plan the operational, financial and strategic issues affecting the group where all matters arising are promptly and efficiently dealt with.

Statement on Internal Control


• Regular management and departmental meetings at operatingunits where operational and financial issues are deliberated.

• Established strategic business plans and budgeting processrequiring all operating units to prepare annual operation and capital budgets, to be discussed and approved by the Board.

• HeadsofCompanieswillpresenttheirbusinessplanforthenewfinancial year to the Board of Directors and senior management Committee. once the plan is approved, the operational and financial budgets will be conveyed to all employees of the Company to carry out its strategy. The senior management Committee will conduct a mid year review by assessing each Company’s progress against the budgeted business plan and financial budget. This review provides a forum for all to raise their concerns and suggestions, for periodical monitoring of performance and for major variances to be followed up. management actions are immediately adopted on areas required.

• AnInvestmentCommittee,whichreviewsandapprovespolicies,limits and strategies regarding investment management.

• TheBoardreceivestimelyinformationpertainingtoperformanceof the group through quarterly Board documents as well as reports from various Committees and subsidiaries.

• Regular independent internal audit visits examine the Group’scompliance with policy and procedures. internal audit visits performed are risk-based and findings arising from these visits are presented, together with management’s response and proposed action plans, to the Audit and Risk management Committee (“ARMC”)forreview.

• Key functions such as accounting, finance and treasury, legal,human resource and regulatory matters are controlled centrally.

Enterprise Risk Management Framework

The Group has in place a Risk Policy Document (“RPD”) whichincorporates, amongst others, a structured process for identifying, evaluating and prioritizing risks as well as clearly defining the risk responsibilities and escalation process of significant risks and an EnterpriseRiskManagement(“ERM”)oversightframework.

The Board’s primary objective and direction in managing the group’s risks are focused on the achievement of the group’s business objectives. To allow for a more structured and focused approach in managing the group’s significant business risks, the group established a formal eRm framework in February 2004. The exercise assisted the group to identify, assess, prioritize, evaluate and formulate plans to manage significant risks that would affect the achievement of the group’s strategic business objectives.

management conducts follow-up updates on its risk assessment yearly or when there is a significant change to the group’s risk profile or business environment. Quarterly monitoring reports are presented to the ARmC and thereafter to the Board for the required review and approvals.

Assurance Mechanism

The ARmC is empowered by the Board with responsibilities relating to the group’s accounting and reporting practices as well as with the duty of reviewing and monitoring the effectiveness and adequacy of the group’s system of internal controls and to ensure that an appropriate mix of techniques is used to obtain the level of assurance required by the Board.

The ARmC periodically receives and assesses reports from the independent assurance functions of the group. The internal Audit function provides the ARmC with an assessment on the adequacy and integrity of the group’s system of internal control via reports from visits conducted at various operating units.

The external auditors provide assurance in the form of their annual statutory audit of the financial statements. Areas for improvement identified during the course of the statutory audit by the external auditors are brought to the attention of the ARmC through management letters, or are articulated at the ARmC meetings.




The ARmC has met with external auditors twice during the financial year without the presence of executive Directors.

Convening meeting at minimum on a quarterly basis, the Committee monitors and reviews the implementation of safeguards as well as the implementation and progress of any remedial action recommended so as to ensure that the risk management and control processes in relation to the group are always in place.

Conclusion

The Board is cognisant of the values a sound internal control system generates and has put in place plans to continuously improve its system of internal control. By striving to maintain a sound internal control system, the Board believes that a balanced achievement of its business objectives and operational efficiency will be attained.

in view of the group’s current business activities, the Board is of the view that the above monitoring and reporting processes which have been in place throughout the year, provide an adequate form of check and balance as well as constitute a sufficient platform for timely and continuous identification of the group’s principal risks. nevertheless, the Board recognizes that the system must continuously evolve to keep pace with the group’s business activities. As such, the Board, in striving for continuous improvement, will continue to put in place appropriate action plans, when necessary, to further strengthen the group’s system of internal control to safeguard the shareholders’ investment, the interests of customers, regulators and employees and the group’s assets.

REVIEW OF ThE STATEMENT By ExTERNAL AuDITORS

As required by paragraph 15.25 of the Bursa malaysia listing Requirements, the external auditors have reviewed this statement on internal Control. Their review was performed in accordance with Recommended practice guide 5 (Rpg 5) issued by the malaysian institute of Accountants. Rpg 5 does not require the external auditors to consider whether the Directors’ statement on internal Control covers all risks and controls, or to form an opinion on the effectiveness of the group’s risk and control procedures. Rpg 5 also does not require them to consider whether the processes described to deal with material internal control aspects of any significant problems disclosed in the annual report will, in fact, remedy the problems. Based on their review, the external auditors have reported to the Board that nothing has come to their attention that causes them to believe that this statement is inconsistent with their understanding of the process the Board has adopted in the review of the adequacy and integrity of internal control of the group.


COMPOsITION

The Committee shall consist of at least three (3) members that are appointed by the Board from amongst its members. The majority of the members of the Committee shall be independent non-executive Directors. All members of the Committee should be non-executive Directors. At least one (1) member of the Committee :

• mustbeamemberoftheMalaysianInstituteofAccountants;

• if he or she is not a member of the Malaysian Institute ofAccountants, he or she must have at least three (3) years working experience and:

(a) must have passed the examinations specified in part i of the 1st schedule of the Accountants Act, 1967; or

(b) 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

• fulfilssuchotherrequirementsasprescribedorapprovedbyBursamalaysia securities Berhad.

in the event that a member of the Committee resigns, dies or for any other reason ceases to be a member with the result that the number of members is reduced to below three (3), the Board of Directors shall, within three (3) months of that event, appoint such number of new members as may be required to make up the minimum three (3) members.

The Committee shall elect a chairman from among its members who shall be an independent Director. The current composition of the Committee is as set out on page 3 of this Annual Report.

The Board must review the term of office and performance of the Committee and each of its members at least once every three (3) years to determine whether the Committee and its members have carried out their duties in accordance with the terms of reference.

Authority

The Committee is granted the authority to investigate any activities of the Company and its subsidiaries within its terms of reference. in particular the Committee has the right to:

• haveadequateresourcesrequiredtoperformtheduties;

• fullandunrestrictedaccesstoanyinformation;

• obtainindependentprofessionalorotheradvice;and

• have direct communication channels with the Internal and theexternal Auditors.

Meetings

A quorum shall be two (2) members, both being independent Directors and one of whom shall be the Chairman of the Committee.

The Committee shall meet at least four (4) times a year although additional meetings may be called at any time the Chairman deems necessary to fulfill his duties. in addition, the Chairman may call a meeting of the Committee if a request is made by any Committee member, the managing Director, or the internal or the external Auditors. As part of its duty to foster open communication, representatives from the group’s accounts department as well as the internal and the external Auditors will normally attend the meetings. other Board members and representatives from the subsidiary companies may attend meetings upon the invitation by the Committee. At least twice a year, the Committee shall also meet with the external Auditors without the presence of the executive Directors.

notice of the proposed agenda for each meeting is distributed in a timely manner by the Company secretary, who acts as the secretary of the Committee. The secretary shall also be responsible for keeping the minutes of the Committee and circulating them to the Committee members and to the other members of the Board of Directors. minutes of the Committee shall be presented at the Board of Directors’ meeting for notation purposes.

The Audit Committee was established in 2002 to act as a committee of the Board of Directors (“Board”) with the objective of assisting the Board in ensuring the integrity of the Group’s financial procedures and internal control systems. Its terms of reference has been tabled and adopted by the Board. In FY 2003, the function of the Audit Committee was merged with that of the Group’s Risk Management Committee to better reflect its effectiveness of its responsibilities. It was renamed the Audit and Risk Management Committee (“Committee”).

Report on Audit and Risk Management Committee


Responsibilities and Duties

The key duties of the Audit and Risk management Committee include:

• toconsidertheappointmentoftheExternalAuditors,theauditfeeand any questions of resignation or dismissal;

• todiscusswiththeExternalAuditorsbeforeauditcommences,thenature and scope of audit, and ensure coordination where more than one audit firm is involved;

• toreviewthequarterlyandtheyear-endfinancialstatementsofthe group and the Company, focusing particularly on any changes in or implementation of major accounting policies and practices, significant adjustments arising from the audit, the going concern assumption and compliance with applicable approved accounting standards and other legal and regulatory requirements;

• todiscussproblemsandreservationsarisingfromtheinterimandthe final audit, and any matter the Auditors may wish to discuss (in the absence of management personnel where necessary);

• to review the External Auditors’ management letters and themanagement’s response;

• todothefollowingwithrespecttotheinternalauditfunction:

1. to review the adequacy of the scope, functions, competency and resources of the internal audit function, and that it has the necessary authority to carry out its work;

2. to review the internal audit programme and results of the internal audit process, and where necessary ensure that appropriate action is taken on the recommendation of the internal audit function;

3. to review any appraisal or assessment of the performance of members of the internal audit function;

4. to approve any appointment or termination of senior staff members of the internal audit function and to provide the opportunity for the resigning staff member to submit his reasons for resigning. in the event where the internal audit function is outsourced, to approve the appointment and termination of the third party service provider; and

5. to ensure coordination between the internal and the external Auditors.

• toconsideranyrelatedpartytransactionsandconflictofinterestsituation that may arise within the company or group including any transaction, procedure or course of conduct that raises questions of management integrity;

• toconsiderthemajorfindingsofinternalinvestigationsandthemanagement’s responses;

• tohaveexplicitauthoritytoinvestigatematterswithinitstermsofreference and have access to the necessary resources to do so e.g. professional advice and unrestricted access to information;

• to report to the Board its activities, significant results andfindings;

• topromptly report toBursaMalaysiaSecuritiesBerhad (“BursaSecurities”)onmattersreportedbyittotheBoardthathavenotbeen satisfactorily resolved resulting in a breach of the listing Requirements of Bursa securities; and

• toconsiderothertopicsasdefinedbytheBoard.

Summary of Activities

During the year under review, the Committee held a total of five (5) meetings. Details of attendance of the members of the Committee are as follows:

Committee Members

Total Meetings

Attended

Dato’ hairuddin Bin mohamed 5/5mr Au yong Kam Weng 5/5en Ahmad Bin Khalid (Re-appointed on 01/11/07)

2/2

mr Chan ngow (Resigned on 01/11/07) 3/3

The following is a summary of the main activities carried out by the Committee during the financial year ended 31 march 2008:

• reviewed and recommended the quarterly financial results and the annual audited financial statements of the Company and the group to the Board of Directors for consideration and approval;

• reviewed and recommended the appointment of the external Auditors, messrs BDo Binder to the Board of Directors for consideration;



• reviewed with the external Auditors the scope of work, audit plan and fees for the statutory audit and thereafter recommended to the Board of Directors for approval;

• reviewed and approved the revised 4 year audit strategy plan presented by the internal Auditors, including its resource requirements and ensured that audit emphasis was given on material risk areas of the group;

• reviewed the status report and recommendations for corrective action plans submitted by the internal Auditors;

• received regular updates on the implementation by the group and its subsidiaries of the corrective action plans recommended by the internal Auditors;

• reviewed with the external Auditors and the internal Auditors on issues affecting the operations of the group as well as the necessary remedial actions and thereafter reported the same to the Board of Directors;

• reported to the Board of Directors on its activities, any significant issues and results;

Internal Audit Function

The group has outsourced its internal audit function to an independent professional firm. The outsourced internal auditors assist the Board and the Committee in providing independent assessment of the adequacy, efficiency and effectiveness of the group’s internal control systems. They report directly to the Committee.

During the financial year ended 31 march 2008, the internal Auditors provided the Committee with reports on the state of internal control of the various operating subsidiaries within the group and the extent of compliance of the subsidiaries with the group’s established policies and procedures as well as relevant statutory requirements. The Committee also discussed and approved the revised 4 year audit strategy plan. The Committee is pleased to report that all internal audit activities had been carried out in accordance to the schedule set out in the said plan. The Committee reviewed the reports prepared by the internal Auditors and carried out the recommendations as deemed fit, and continuously monitored the state of internal control of the group and reports to the Board on a regular basis.

Further details of the group internal Audit function are set out in the statement on internal Control on pages 19 to 21 of this Annual Report.



Corporate Social Responsibility Statement

Formis Resources Berhad Group (“Group”) aspires to operate our business in an ethical manner where we will respect and enhance the value of our environment, community, employees, customers, suppliers and all other stakeholders wherever we operate. We shall communicate and inculcate a culture of Corporate Social Responsibility (“CSR”) in our employees and our stakeholders. The CSR accentuated by the Group is broadly divided into four (4) focal areas, namely the workplace, the community, the environment and the marketplace.

The Workplace

We appreciate the contribution of our employees with regard to the growth of the business and maintaining a harmonious working environment. We are committed to ensuring fairness in career opportunity, and give priority to safety and well-being of our employees in the Workplace. The health, safety and environment policy of the group is actively and effectively implemented to ensure occupational safety and health of all employees are not compromised. We recognise the value of continual professional development and personal growth for the employees as we believe in continuous learning and human capital development will produce effective performance, high commitment in all levels of employees and ultimately contributes an added value to the group as a whole.

The Community We recognise our responsibilities as a good neighbour in the community where we work and live in. As a caring and responsible corporate citizen, the group has contributed funds to yayasan nurhikmah and Baitul ummah hostel and also organized a Christmas evening with the orphanage from Rumah hope and shelter one during the financial year under review. We also took part in the edge-Bursa malaysia Rat Race 2007 which is an annual fund raising event for community investment projects.

The Environment

To ensure environmental impacts are being adequately addressed, controls are in place to ensure compliance with existing laws and regulations, and activities are supported by adequate resources and financial provisions. All these to ensure that the environment is protected for future generations and the sustainability of local communities are safeguarded.

The Marketplace

As a leader in the fast moving iCT business, the group endeavours to make the most of the opportunities offered by its technologies to help achieve a more inclusive information society. it is devoted to be an active community player and to involve suppliers and business partners in its sustainability approach.

The group is committed to ethical business conduct. As a company, we understand that only by upholding the highest level of business ethics and personal integrity can we achieved and sustain long term business excellence.

To live out this commitment, the group has implemented a compliance and ethics programme, namely, a framework of internal controls, processes and principles that work together to provide reasonable assurance of the group’s compliance to regulatory requirements, as well as the group’s corporate policies.

Conclusion

The group views CsR as a contribution to society, environment and human resource which enable our organisation to generate value and in turn share with the providers of these values. The group is committed to continue in its effort to further involve and contribute so that a sustainable value is channeled to society at large.


The Directors are required to prepare financial statements which give a true and fair view of the state of affairs of the group and the Company as at the end of each financial year and of their results and their cash flow for that year then ended.

The Directors consider that in preparing for the financial statements,

• the group and the Company have used appropriate accounting policies and are consistently applied;

• reasonable and prudent judgements and estimates were made; and

• all applicable approved accounting standards in malaysia have been followed.

The Directors are responsible for ensuring that the Company maintains accounting records that disclose with reasonable accuracy the financial position of the group and the Company, and which enable them to ensure that the financial statements comply with the Companies Act, 1965.

The Directors have general responsibilities for taking such steps that are reasonably available to them to safeguard the assets of the group, and to prevent and detect fraud and other irregularities.

Statement on Directors’ Responsibility onFinancial Statements

28Directors’ Report

32statement by Directors

32statutory Declaration

33independent Auditors’ Report

34Balance sheets

36income statements

37statements of Changes in equity

39Cash Flow statements

42notes to the Financial statements

Financial Statements


The Directors hereby submit their report together with the audited financial statements of the group and of the Company for the financial year ended 31 march 2008.

pRINCIpAL ACTIVITIES

The Company is principally engaged in investment holding activities and the provision of management services. The principal activities of the subsidiaries are disclosed in note 8 to the financial statements.

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

RESuLTS

Group Company RM RM

loss for the financial year (19,913) (4,964,244)

Attributable to:

equity holders of the Company (1,969,588) (4,964,244)

minority interest 1,949,675 -

(19,913) (4,964,244)

DIVIDENDS

no dividend has been paid or declared by the Company since the end of the previous financial year. The Directors do not recommend any dividend payment in respect of the current financial year.

RESERVES AND pROVISIONS

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

ISSuE OF ShARES AND DEBENTuRES

During the financial year, the issued and paid-up ordinary share capital of the Company has increased from Rm183,768,564 to Rm183,770,564 by way of allotment of 2,000 new ordinary shares of Rm1.00 each arising from the conversion of the irredeemable Cumulative Convertible preference Shares(“ICPS”).

The abovementioned shares rank pari passu in all respect with the existing ordinary shares of the Company. There were no other issues of shares during the financial year.

There were no issues of debentures during the financial year.

IRREDEEMABLE CuMuLATIVE CONVERTIBLE pREFERENCE ShARES (“ICpS”)

The iCps are constituted pursuant to a rescue cum debt restructuring exercise of man yau holdings Berhad and its subsidiaries undertaken by the Company. The iCps were issued on 22 January 2002 and were listed on the second Board of Bursa malaysia securities Berhad on 29 January 2002. The main features of the iCps are as follows:

each registered holder of iCps shall have the right to convert such amount of iCps held into fully paid-up share capital of the Company at (a) the Conversion Ratio at any time during the Conversion period.

The Conversion period is the period commencing after the expiry of the third anniversary of the date of issue of the iCps. All outstanding iCps (b) will be automatically converted into new ordinary shares seven (7) years from the date of issue of the iCps at the Conversion Ratio. The iCps were issued on 22 January 2002, hence, the Conversion period is from 22 January 2005 to 21 January 2009.

The Conversion Ratio is one (1) new ordinary share of Rm1.00 each in the Company for every Rm1.00 nominal value of the iCps. The mode (c) ofconversionshallbebytenderingone(1)ICPSforeveryone(1)newordinaryshareintheCompany(“ConversionShares”).TheICPSisnot redeemable for cash.

directors’ report


IRREDEEMABLE CuMuLATIVE CONVERTIBLE pREFERENCE ShARES (“ICpS”) (continued)

The Conversion shares shall rank pari passu in all respect with the existing issued and fully paid-up share capital of the Company, except that (d) they shall not rank for dividends, rights, allotments or other distributions if the Conversion shares are issued and allotted after the entitlement date for such dividends, rights, allotments or other distributions.

The dividend rate is calculated at a cumulative rate of 2% per annum.(e)

DIRECTORS

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

Tan sri Dato’ seri megat najmuddin Bin Datuk seri Dr. hj. megat KhasChan ngowDato’ mah siew KwokDatuk Rahim Bin BabaWong pooi lamAu yong Kam WengDato’ hairuddin Bin mohamedAhmad Bin Khalid (Appointed on 1.11.2007)

in accordance with Article 74 of the Company’s Articles of Association, Dato’ mah siew Kwok and Au yong Kam Weng retire from the Board by rotation at the forthcoming Annual general meeting and, being eligible, offer themselves for re-election.

in accordance with Article 80 of the Company’s Articles of Association, Ahmad Bin Khalid retires at the forthcoming Annual general meeting and, being eligible, offers himself for re-election.

DIRECTORS’ INTERESTS

The Directors holding office at the end of the financial year and their beneficial interests in the ordinary shares of the Company and of its related corporations during the financial year ended 31 march 2008 as recorded in the Register of Directors’ shareholdings kept by the Company under section 134 of the Companies Act, 1965 were as follows:

Number of ordinary shares of RM1.00 eachBalance

as at1.4.2007/ Balance

date of as at appointment Bought Sold 31.3.2008

Shares in the Company

Direct interests

Ahmad Bin Khalid 1 - - 1Chan ngow 19,512,430 550,300 (110,000) 19,952,730Dato’ mah siew Kwok^ 23,360,340 3,235,200 (210,000) 26,385,540Datuk Rahim Bin Baba 17,098,512 7,093,000 (956,400) 23,235,112Tan sri Dato’ seri megat najmuddin Bin Datuk seri Dr. hj. megat Khas 48,453,243 - (166,000) 48,287,243Wong pooi lam^ 1 - - 1

directors’ report


DIRECTORS’ INTERESTS (continued)Number of ordinary shares of RM1.00 each

Balanceas at

1.4.2007/ Balancedate of as at

appointment Bought Sold 31.3.2008Shares in the Company

indirect interests

Wong pooi lam# 500,000 - - 500,000Dato’ mah siew Kwok* - 310,000 - 310,000

Number of ICpS of RM1.00 eachBalance Balance

as at as at 1.4.2007 Bought Sold 31.3.2008

Direct interests

Chan ngow 10,000 - - 10,000Datuk Rahim Bin Baba 10,000 - - 10,000Dato’ mah siew Kwok 2,000,000 - - 2,000,000

^ The parties are deemed to be connected persons by virtue of section 122A of the Companies Act, 1965# Deemed interested by virtue of indirect shareholding held by spouse* Deemed interested by virtue of indirect shareholding held by daughter

By virtue of their interests in shares in the Company, Tan sri Dato’ seri megat najmuddin Bin Datuk seri Dr. hj. megat Khas, Dato’ mah siew Kwok, Datuk Rahim Bin Baba and Chan ngow are also deemed to be interested in the shares of all subsidiaries to the extent the Company has an interest.

none of the other Directors holding office at the end of the financial year held any interest in the ordinary shares of the Company and of its related corporations.

DIRECTORS’ BENEFITS

since the end of the previous financial year, none of the Directors have received or become entitled to receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by the Directors as shown in 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 the Director is a member, or with a company in which the Director has a substantial financial interest.

There were no arrangements during and at the end of the financial year, to which the Company is a party, which had the object of enabling the Directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.

OThER STATuTORy INFORMATION REGARDING ThE GROup AND ThE COMpANy:

(I) AS AT ThE END OF ThE FINANCIAL yEAR

(a) Before the income statements and balance sheets of the group and of the Company were made out, the Directors took reasonable steps:

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

(ii) to ensure that any current assets which were unlikely to realise their book values in the ordinary course of business had been written down to their estimated realisable values.

directors’ report


OThER STATuTORy INFORMATION REGARDING ThE GROup AND ThE COMpANy (continued):

(I) AS AT ThE END OF ThE FINANCIAL yEAR (continued)

(b) in the opinion of the Directors, the results of the operations of the group and of the Company during the financial year have not been substantially affected by any item, transaction or event of a material and unusual nature other than the impairment loss of Rm3,781,262 as disclosed in note 15 to the financial statements.

(II) FROM ThE END OF ThE FINANCIAL yEAR TO ThE DATE OF ThIS REpORT

(c) The Directors are not aware of any circumstances:

(i) which would render the amount written off for bad debts or the amount of provision made for doubtful debts in the financial statements of the group and of the Company inadequate to any material extent; or

(ii) which would render the values attributed to current assets in the financial statements of the group and of the Company misleading; and

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

(d) in the opinion of the Directors:

(i) there has not arisen any item, transaction or event of a material and unusual nature likely to affect substantially the results of the operations of the group and of the Company for the financial year in which this report is made; and

(ii) 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 will or may affect the ability of the group and of the Company to meet their obligations as and when they fall due.

(III) AS AT ThE DATE OF ThIS REpORT

(e) There are no charges on the assets of the group and of the Company which have arisen since the end of the financial year to secure the liabilities of any other person.

(f) There are no contingent liabilities of the group and of the Company which have arisen since the end of the financial year.

(g) The Directors are not aware of any circumstances not otherwise dealt with in the report or financial statements which would render any amount stated in the financial statements of the group and of the Company misleading.

SIGNIFICANT EVENT DuRING ThE FINANCIAL yEAR

The significant event during the financial year is disclosed in note 44 to the financial statements.

EVENT SuBSEQuENT TO ThE BALANCE ShEET DATE

The event subsequent to the balance sheet date is disclosed in note 45 to the financial statements.

AuDITORS

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

signed on behalf of the Board of Directors in accordance with a resolution of the Directors.

Dato’ Mah Siew kwok Director

Chan NgowDirector

Kuala lumpur15 July 2008

directors’ report


in the opinion of the Directors, the financial statements set out on pages 34 to 87 have been drawn up in accordance with applicable approved Financial Reporting standards in malaysia and the provisions of the Companies Act, 1965 so as to give a true and fair view of the state of affairs of the group and of the Company as at 31 march 2008 and of the results of the operations of the group and of the Company and of the cash flows of the group and of the Company for the financial year then ended.

on behalf of the Board,

Dato’ Mah Siew kwok Director

Chan NgowDirector


i, Chan ngow, being the Director primarily responsible for the financial management of Formis Resources Berhad, do solemnly and sincerely declare that the financial statements set out on pages 34 to 87 are, to the best of my knowledge and belief, correct and i make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the statutory Declarations Act, 1960.

subscribed and solemnly declared by the abovenamed atKuala lumpur this15 July 2008

Before me:

S. IderajuW-451Commissioner for oaths

statement by directors

statutory declaration


Report on the Financial Statements

We have audited the financial statements of Formis Resources Berhad, which comprise the balance sheets as at 31 march 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 year then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages 34 to 87.

Directors’ Responsibility for the Financial statements

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

Auditors’ Responsibility

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

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

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

opinion

in our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting standards and the provisions of the Companies Act, 1965 in malaysia so as to give a true and fair view of the financial position of the group and of the Company as of 31 march 2008 and of their financial performance and cash flows for the year then ended.

Report on Other Legal and Regulatory Requirements

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

(a) in our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.

(b) We have considered the financial statements and the auditors’ reports of all the subsidiaries of which we have not acted as auditors, which we indicated in note 8 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.

BDO Binder Tan Lye ChongAF : 0206 1972/08/09 (J)Chartered Accountants partner


independent auditors’ report to the members of Formis Resources Berhad


Group Company2008 2007 2008 2007

NOTE RM RM RM RM (Restated)

ASSETS

Non-current assets

property, plant and equipment 7 6,180,115 7,348,100 547,619 731,947

investments in subsidiaries 8 - - 277,367,172 277,367,172

investment in an associate 9 - - - -

software development costs 10 2,539,915 3,111,281 - -

other investments 11 5,492,690 7,262,058 - -

investment properties 12 32,265 637,000 - -

Development property 13 - - - -

other receivables 14 9,235,325 12,680,131 - -

goodwill 15 140,908,172 144,689,434 - -

Deferred tax assets 16 810,171 508,799 - -

165,198,653 176,236,803 277,914,791 278,099,119

Current assets

other investments 11 3,876,834 3,179,004 - -

inventories 17 29,759,188 30,751,039 - -

Trade receivables 18 120,093,965 99,087,377 - -

other receivables, deposits and prepayments 14 35,734,200 31,396,918 457,678 70,279

Amounts owing by subsidiaries 19 - - 8,340,933 9,067,822

Tax recoverable 3,491,943 8,721,252 3,923 65,975

Cash and bank balances 20 49,262,234 46,325,520 1,581 231,611

242,218,364 219,461,110 8,804,115 9,435,687

Assets of disposal groups classified as held for sale 21 95,777,250 99,159,800 - -

TOTAL ASSETS 503,194,267 494,857,713 286,718,906 287,534,806

balance sheets as at 31 March 2008


Group Company2008 2007 2008 2007

NOTE RM RM RM RM (Restated)

EQuITy AND LIABILITIES

Equity attributable to equity

holders of the Company

share capital 22 185,900,199 185,900,199 185,900,199 185,900,199

Reserves 23 12,747,247 14,697,317 12,253,940 17,218,184

198,647,446 200,597,516 198,154,139 203,118,383

Minority interest 11,227,782 9,278,107 - -

TOTAL EQuITy 209,875,228 209,875,623 198,154,139 203,118,383

LIABILITIES

Non-current liabilities

Borrowings 24 71,768,941 72,029,872 63,397,052 63,304,007

Deferred tax liabilities 16 1,169,550 1,092,545 - -

provision for post-employment benefits 28 45,779 36,783 - -

72,984,270 73,159,200 63,397,052 63,304,007

Current liabilities

Trade payables 29 54,893,917 43,981,474 - -

other payables, deposits and accruals 30 54,036,921 53,052,389 657,715 1,238,092

Amounts owing to subsidiaries 19 - - 24,510,000 19,874,324

Borrowings 24 16,417,844 13,702,855 - -

Taxation 486,087 2,761,172 - -

125,834,769 113,497,890 25,167,715 21,112,416

Liabilities of disposal groups

classified as held for sale 21 94,500,000 98,325,000 - -

TOTAL LIABILITIES 293,319,039 284,982,090 88,564,767 84,416,423

TOTAL EQuITy AND LIABILITIES 503,194,267 494,857,713 286,718,906 287,534,806

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

balance sheets as at 31 March 2008 (continued)


Group Company2008 2007 2008 2007

NOTE RM RM RM RM (Restated) (Restated)

Revenue 32 347,679,489 286,106,681 3,357,600 3,486,400

Changes in inventories (991,851) (1,980,987) - -

purchases (277,580,927) (202,696,885) - -

Direct expenses (54,891) (7,927,599) - -

other operating income 12,617,714 2,793,648 63,805 21,709

net gain on disposal of subsidiaries - 5,175,289 - 11,498,842

Depreciation and amortisation expenses (3,309,565) (3,490,579) (190,749) 205,198

employee benefits 38 (39,514,599) (38,850,123) (2,151,011) (1,700,318)

other operating expenses (28,796,079) (38,433,152) (1,671,928) (1,741,616)

Finance costs (5,665,441) (5,686,467) (4,100,478) (4,643,872)

profit/(loss) before tax 33 4,383,850 (4,990,174) (4,692,761) 7,126,343

Tax (expense)/income 34 (4,403,763) (3,880,679) (271,483) 13,362

(loss)/profit for the financial year (19,913) (8,870,853) (4,964,244) 7,139,705

Attributable to:

equity holders of the Company (1,969,588) (11,322,203) (4,964,244) 7,139,705

minority interest 1,949,675 2,451,350 - -

(19,913) (8,870,853) (4,964,244) 7,139,705

loss per ordinary share attributable to equity holders of the Company (sen):

Basic loss per ordinary share 35 (1.07) (6.67)


income statements for the financial year ended 31 March 2008


Attributable to equity holders of the CompanyIrredeemable

cumulativeOrdinary convertible Exchange

share preference Share translation Retained Minority Totalcapital shares premium reserve earnings interest equity

Group RM RM RM RM RM RM RM

Balance as at 31 march 2006 169,101,528 16,798,671 10,155,896 73,441 16,082,380 11,905,442 224,117,358

share issue expenses - - (411,600) - - - (411,600)

Foreign currency translation - - - 119,403 - - 119,403

(loss)/profit recognised directly in equity - - (411,600) 119,403 - - (292,197)

(loss)/profit for the financial year - - - - (11,322,203) 2,451,350 (8,870,853)

Total recognised income and expense for the financial year - - (411,600) 119,403 (11,322,203) 2,451,350 (9,163,050)

Conversion of iCps 14,667,036 (14,667,036) - - - - -

Acquisition of minority interest (note 36) - - - - - (3,028,564) (3,028,564)

Arising from the disposal of subsidiaries (note 37) - - - - - (2,050,121) (2,050,121)

Balance as at 31 march 2007 183,768,564 2,131,635 9,744,296 192,844 4,760,177 9,278,107 209,875,623

Foreign currency translations - - - 19,518 - - 19,518

profit recognised directly in equity - - - 19,518 - - 19,518

(loss)/profit for the financial year - - - - (1,969,588) 1,949,675 (19,913)

Total recognised income and expense for the financial year - - - 19,518 (1,969,588) 1,949,675 (395)

Conversion of iCps 2,000 (2,000) - - - - -

Balance as at 31 March 2008 183,770,564 2,129,635 9,744,296 212,362 2,790,589 11,227,782 209,875,228

statements of changes in equity for the financial year ended 31 March 2008


Attributable to equity holders of the CompanyIrredeemable

cumulativeOrdinary convertible

share preference Share Retained Totalcapital shares premium earnings equity

RM RM RM RM RMCompany

Balance as at 31 march 2006 169,101,528 16,798,671 10,155,896 334,183 196,390,278

share issue expenses - - (411,600) - (411,600)

loss recognised directly in equity - - (411,600) - (411,600)

profit for the financial year - - - 7,139,705 7,139,705

Total recognised income and

expense for the financial year - - (411,600) 7,139,705 6,728,105

Conversion of iCps 14,667,036 (14,667,036) - - -

Balance as at 31 march 2007 183,768,564 2,131,635 9,744,296 7,473,888 203,118,383

loss for the financial year - - - (4,964,244) (4,964,244)

Conversion of iCps 2,000 (2,000) - - -

Balance as at 31 March 2008 183,770,564 2,129,635 9,744,296 2,509,644 198,154,139


statements of changes in equity for the financial year ended 31 March 2008 (continued)


Group Company2008 2007 2008 2007

Note RM RM RM RM (Restated) (Restated)

CASh FLOWS FROM OpERATING ACTIVITIES

profit/(loss) before tax 4,383,850 (4,990,174) (4,692,761) 7,126,343

Adjustments for:

Allowance for diminution in value of other investments 1,561,178 677,629 - -

Allowance for diminution in value of other

investments no longer required (697,830) - - -

Allowance for doubtful debts 2,014,640 5,790,908 - -

Allowance for doubtful debts no longer required (3,486,288) (547,777) - -

Allowance for obsolete inventories - 406,094 - -

Amortisation of:

- muniF transaction costs 218,581 217,382 218,581 217,382

- software development costs 10 843,071 494,326 - -

Bad debts recovered (62,211) (427,020) - -

Bad debts written off 70,139 701,707 - 304,360

Depreciation of:

- investment properties 12 9,750 13,000 - -

- property, plant and equipment 7 2,456,744 2,983,253 190,749 (205,198)

Dividend income from other investments (49,974) (29,083) - -

gain on disposal of:

- assets of disposal groups held for sale (355,200) - - -

- other investments (188,210) - - -

- property, plant and equipment (3,276) (229,761) - -

impairment loss on goodwill 15 3,781,262 12,979,870 - -

interest expense 5,096,862 4,709,453 3,880,648 4,398,011

interest income (1,311,833) (1,180,516) (63,777) (21,709)

inventories written off 429,102 163,968 - -

loss on disposal of:

- assets of disposal groups held for sale 1,792,735 - - -

- other investments - 61,090 - -

- property, plant and equipment 255,069 20,359 - -

net gain on disposal of subsidiaries 37 - (5,175,289) - (11,498,842)

property, plant and equipment written off 7 18,071 31,708 - -

software development costs written off 10 - 386,344 - -

unrealised gain on foreign currency translation (480,675) - - -

unrealised loss on foreign currency translation 263,616 - - -

Waiver of debts (2,003,758) - - -

operating profit/(loss) before working capital changes 14,555,415 17,057,471 (466,560) 320,347

cash flow statements for the financial year ended 31 March 2008


Group Company2008 2007 2008 2007


CASh FLOWS FROM OpERATING ACTIVITIES (continued)

increase in software development costs (271,705) (583,034) - -

Decrease/(increase) in inventories 562,749 (620,837) - -

(increase)/ Decrease in trade receivables (19,803,491) 5,635,438 - -

increase in other receivables, deposits and prepayments (1,004,852) (12,747,049) (387,399) (315,043)

net decrease in amounts owing by/(to) subsidiaries - - 5,362,564 (280,326)

increase/(Decrease) in trade payables 11,433,722 (4,812,273) - -

increase/(Decrease) in other payables, deposits and accruals 1,081,595 (1,081,591) (580,376) (10,825,607)

Cash generated from/(used in) operations 6,553,433 2,848,125 3,928,229 (11,100,629)

interest received from overdue account 415,298 - - -

Tax paid (5,302,925) (5,416,700) (209,431) (47,756)

Tax refund 3,632,081 248,454 - -

net cash from/(used in) operating activities 5,297,887 (2,320,121) 3,718,798 (11,148,385)

CASh FLOWS FROM INVESTING ACTIVITIES

Acquisition of additional shares in subsidiaries - (6,018,006) - (6,018,006)

Acquisition of subsidiaries, net of cash

and cash equivalents acquired 36 - (2,898,902) - -

(placement)/Withdrawal of deposits (1,827,679) 817,703 - -

Dividend received 46,963 26,621 - -

interest received 896,535 1,180,516 63,777 21,709

Disposal of subsidiaries, net of cash and

cash equivalents disposed off 37 - 36,551,010 - 36,500,000

purchase of property, plant and equipment 7 (1,108,686) (1,810,409) (6,421) (239,209)

proceeds from disposal of assets of disposal groups classified as held for sale 2,540,000 - - -

proceeds from disposal of property, plant and equipment 79,485 373,718 - -

proceeds from disposal of other investments 396,400 167,737 - -

net cash from investing activities 1,023,018 28,389,988 57,356 30,264,494

cash flow statements for the financial year ended 31 March 2008 (continued)


Group Company2008 2007 2008 2007


CASh FLOWS FROM FINANCING ACTIVITIES

Repayment of borrowings (1,767,170) (1,122,810) - -

Repayment of liabilities of disposal groups held for sale (2,000,000) - - -

interest paid (5,096,862) (4,709,453) (3,880,648) (4,398,011)

Drawdown/(Repayment) of hire purchase

and lease liabilities 5,542,042 (1,279,121) - (91,667)

Repayment of muniF notes (125,536) (14,624,591) (125,536) (14,624,591)

share issue expenses - (411,600) - (411,600)

net cash used in financing activities (3,447,526) (22,147,575) (4,006,184) (19,525,869)

exchange differences - 147,091 - -

net increase/(decrease) in cash and cash equivalents 2,873,379 4,069,383 (230,030) (409,760)

Cash and cash equivalents at beginning of financial year

As previously reported 37,162,931 33,108,231 231,611 641,371

effect of changes in exchange rates 6,553 (14,683) - -

37,169,484 33,093,548 231,611 641,371

Cash and cash equivalents at end of financial year 39 40,042,863 37,162,931 1,581 231,611


cash flow statements for the financial year ended 31 March 2008 (continued)


1. GENERAL INFORMATION

The Company is a public limited liability company, incorporated and domiciled in malaysia and is listed on the second Board of Bursa malaysia securities Berhad.

The registered office and principal place of business of the Company is located at 20th Floor, menara panglobal, no. 8, lorong p. Ramlee, 50250 Kuala lumpur.

The financial statements are presented in Ringgit malaysia (Rm), which is also the Company’s functional currency.

The financial statements were authorised for issue in accordance with a resolution by the Board of Directors on 15 July 2008.

2. pRINCIpAL ACTIVITIES

The Company is principally engaged in investment holding activities and the provision of management services. The principal activities of the subsidiaries are disclosed in note 8.

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

3. BASIS OF pREpARATION

The financial statements of the group and of the Company have been prepared in accordance with applicable approved Financial Reporting standards (‘FRs’) in malaysia and the provisions of the Companies Act, 1965.

4. SIGNIFICANT ACCOuNTING pOLICIES

4.1 Basis of accounting

The financial statements of the group and of the Company have been prepared under the historical cost convention except as otherwise stated in the financial statements.

The preparation of financial statements requires the Directors to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and disclosure of contingent assets and contingent liabilities. in addition, the Directors are also required to exercise their judgement in the process of applying the accounting policies. The areas involving such judgements, estimates and assumptions are disclosed in note 6. Although these estimates and assumptions are based on the Directors’ best knowledge of events and actions, actual results could differ from those estimates.

4.2 Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and all its subsidiaries made up to the end of the financial year using the purchase method of accounting.

under the purchase method of accounting, the cost of business combination is measured at the aggregate of fair values at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued plus costs directly attributable to the business combination.

At the acquisition date, the cost of business combination is allocated to identifiable assets, liabilities and contingent liabilities in the business combination which are measured initially at their fair values at the acquisition date. The excess of the cost of business combination over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities is recognised as goodwill. if the cost of business combination is less than the interest in the net fair value of the identifiable assets, liabilities and contingent liabilities, the group will:

(a) reassess the identification and measurement of the acquiree’s identifiable assets, liabilities and contingent liabilities and the measurement of the cost of the combination; and

(b) recognise immediately in profit or loss any excess remaining after that reassessment.

notes to the financial statements31 March 2008


4. SIGNIFICANT ACCOuNTING pOLICIES (continued)

4.2 Basis of consolidation (continued)

When a business combination includes more than one exchange transaction, any adjustment to the fair values of the subsidiary’s identifiable assets, liabilities and contingent liabilities relating to previously held interests of the group is accounted for as a revaluation.

subsidiaries are consolidated from the acquisition date, which is the date on which the group effectively obtains control, until the date on which the group ceases to control the subsidiaries. Control exists when the group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. in assessing control, potential voting rights that are exercisable are taken into account.

intragroup balances, transactions and unrealised gains and losses on intragroup transactions are eliminated in full. if a subsidiary uses accounting policies other than those adopted in the consolidated financial statements for like transactions and events in similar circumstances, appropriate adjustments are made to its financial statements in preparing the consolidated financial statements.

The gain or loss on disposal of a subsidiary, which is the difference between the net disposal proceeds and the group’s share of its net assets as of the date of disposal including the carrying amount of goodwill and the cumulative amount of any exchange differences that relate to the subsidiary, is recognised in the consolidated income statement.

minority interest is 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 group. it is measured at the minority’s share of the fair value of the subsidiaries’ identifiable assets and liabilities at the acquisition date and the minority’s share of changes in the subsidiaries’ equity since that date.

When losses applicable to the minority in a subsidiary exceed the minority’s interest in the equity of that subsidiary, the excess and any further losses applicable to the minority are allocated against the group’s interest except to the extent that the minority has a binding obligation and is able to make additional investment to cover the losses. if the subsidiary subsequently reports profits, such profits are allocated to the group’s interest until the minority’s share of losses previously absorbed by the group has been recovered.

minority interest is presented in the consolidated balance sheet within equity and is presented in the consolidated statement of changes in equity separately from equity attributable to equity holders of the Company.

minority interest in the results of the group is presented in the consolidated income statement as an allocation of the total profit or loss for the financial year between minority interest and equity holders of the Company.

4.3. property, plant and equipment and depreciation

All items of property, plant and equipment are initially measured at cost. Cost includes expenditure that is directly attributable to the acquisition of the asset.

subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when the cost is incurred and it is probable that the future economic benefit associated with the asset will flow to the group and the cost of the asset can be measured reliably. The carrying amount of parts that are replaced is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in the income statement as incurred. Cost also comprises the initial estimate of dismantling and removing the asset and restoring the site on which it is located for which the group is obligated to incur when the asset is acquired, if applicable.

each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the asset and which has different useful life, is depreciated separately.

After initial recognition, property, plant and equipment are stated at cost less any accumulated depreciation and any accumulated impairment losses, if any.

notes to the financial statements31 March 2008 (continued)



4.3. property, plant and equipment and depreciation

Depreciation is calculated to write off the cost or valuation of the assets to their residual values on a straight line basis over their estimated useful lives. The principal annual depreciation rates are as follows:

Computer equipment and software 15% to 50%office equipment, furniture, fittings and renovation 10% to 20%motor vehicles 20%

At each balance sheet date, the carrying amount of an item of property, plant and equipment is assessed for impairment when events or changes in circumstances indicate that its carrying amount may not be recoverable.

The residual values, useful lives and depreciation method are reviewed at each financial year end to ensure that the amount, method and period of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benefits embodied in the items of property, plant and equipment.

The carrying amount of an item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. The difference between the net disposal proceeds, if any, and the carrying amount is included in profit or loss and the revaluation surplus related to those assets, if any, is transferred directly to retained earnings.

4.4 leases and hire purchase

(a) Finance lease and hire purchase

Assets acquired under finance leases and hire purchase which transfer substantially all the risks and rewards of ownership to the group are recognised initially at amounts equal to the fair value of the leased assets or, if lower, the present value of the minimum lease payments, each determined at the inception of the lease. The discount rate used in calculating the present value of the minimum lease payments is the interest rate implicit in the leases, if this is practicable to determine; if not, the group’s incremental borrowing rate is used. Any initial direct costs incurred by the group are added to the amount recognised as an asset. The assets are capitalised as property, plant and equipment and the corresponding obligations are treated as liabilities. The property, plant and equipment capitalised are depreciated on the same basis as owned assets.

The minimum lease payments are apportioned between the finance charges and the reduction of the outstanding liability. The finance charges are recognised in profit or loss over the period of the lease term so as to produce a constant periodic rate of interest on the remaining lease and hire purchase liabilities.

(b) operating lease

lease payments under operating leases are recognised as an expense on a straight-line basis over the lease term.

4.5 investment properties

investment properties are properties which are held to earn rentals or for capital appreciation or for both. investment properties are initially measured at cost, which include transaction costs. After initial recognition, investment properties are stated at cost less any accumulated depreciation and any impairment losses. Depreciation is charged to the income statement on a straight line basis over the estimated useful lives of building. Freehold land is not depreciated.

A gain or loss arising from a change in the fair value of investment properties is recognised in profit or loss for the period in which it arises.

investment properties are derecognised when either they have been disposed off or when they are permanently withdrawn from use and no future economic benefits is expected from their disposal. The gains or losses arising from the retirement or disposal of investment property is determined as the difference between the net disposal proceeds, if any, and the carrying amount of the asset and is recognised in profit or loss in the period of the retirement or disposal.




4.6 investments

(a) subsidiaries

A subsidiary is an entity in which the group and the Company has power to control the financial and operating policies so as to obtain benefits from its activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the group has such power over another entity.

An investment in subsidiary, which is eliminated on consolidation, is stated in the Company’s separate financial statements at cost less impairment losses, if any. on disposal of such an investment, the difference between the net disposal proceeds and its carrying amount is included in profit or loss.

(b) Associates

An associate is an entity over which the group and the Company has significant influence and that is neither a subsidiary nor an interest in a joint venture. significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

in the Company’s separate financial statements, an investment in associate is stated at cost less impairment losses, if any.

An investment in associate is accounted for in the consolidated financial statements using the equity method of accounting. The investment in associate in the consolidated balance sheet is initially recognised at cost and adjusted thereafter for the post acquisition change in the group’s share of net assets of the investment.

The interest in the associate is the carrying amount of the investment in the associate under the equity method together with any long-term interest that, in substance, form part of the group’s net interest in the associate.

The group’s share of the profit or loss of the associate during the financial year is included in the consolidated financial statements, after adjustments to align the accounting policies with those of the group, from the date that significant influence commences until the date that significant influence ceases. Distributions received from the associate reduce the carrying amount of the investment. Adjustments to the carrying amount may also be necessary for changes in the group’s proportionate interest in the associate arising from changes in the associate’s equity that have not been recognised in the associate’s profit or loss. such changes include those arising from the revaluation of property, plant and equipment and from foreign exchange translation differences. The group’s share of those changes is recognised directly in equity of the group.

When the group’s share of losses in the associate equals or exceeds its interest in the associate, the carrying amount of that interest is reduced to nil and the group does not recognise further losses unless it has incurred legal or constructive obligations or made payments on its behalf.

The most recent available financial statements of the associate are used by the group in applying the equity method. Where the reporting dates of the financial statements are not coterminous, the share of results is arrived at using the latest audited financial statements for which the difference in reporting dates is no more than three months. Adjustments are made for the effects of any significant transactions or events that occur between the intervening period.

upon disposal of an investment in associate, the difference between the net disposal proceeds and its carrying amount is included in profit or loss.

(c) other investments

non-current investments other than investments in subsidiaries, associates, jointly controlled entities and investment properties are stated 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.




4.6 investments (continued)

(c) other investments (continued)

All current investments are carried at the lower of cost and market value, determined on an aggregate portfolio basis by category of investments.

upon disposal of such investment, the difference between net disposal proceeds and its carrying amount is recognised in profit or loss.

4.7 intangible assets

(a) goodwill

goodwill acquired in a business combination is recognised as an asset at the acquisition date and is initially measured at cost being the excess of the cost of business combination over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities. After initial recognition, goodwill is measured at cost less accumulated impairment losses, if any. goodwill is not amortised but instead tested for impairment annually or more frequently if events or changes in circumstances indicate that the carrying amount may be impaired.

goodwill arising on acquisition of an associate is the excess of cost of investment over the group’s share of the net fair value of net assets of the associates’ identifiable assets, liability and contingent liabilities at the date of acquisition.

goodwill relating to the associate is included in the carrying amount of the investment and is not amortised. The excess of the group’s share of the net fair value of the associate’s identifiable assets, liabilities and contingent liabilities over the cost of investment is included as income in the determination of the group’s share of the associate’s profit or loss in the period in which the investment is acquired.

(b) other intangible assets

software development costs

software development costs comprise salaries of personnel involved in development projects. software development cost is charged to the income statement in the financial year in which it is incurred except for that relating to specific projects intended for commercial exploitation where it is expected to generate future economic benefits and can reasonably be recovered from related future revenue. such expenditure is amortised equally over the first four years in which the product is expected to be sold commencing from the period in which related sales are first made. if it is determined that future recoverability is impossible, such expenditure will be written off to the income statement immediately.

4.8 impairment of non-financial assets

The carrying amount of assets, except for financial assets (excluding investment in subsidiaries and associates), inventories, deferred tax assets and non-current assets (or disposal groups) held for sale, are reviewed at each balance sheet date to determine whether there is any indication of impairment. if any such indication exists, the asset’s recoverable amount is estimated.

goodwill and intangible assets that have an indefinite useful life are tested annually for impairment or more frequently if events or changes in circumstances indicate that the goodwill or intangible asset might be impaired.

The recoverable amount of an asset is estimated for an individual asset. Where it is not probable to estimate the recoverable amount of the individual asset, the impairment test is carried out on the cash generating unit (Cgu) to which the asset belongs. goodwill acquired in a business combination is from the acquisition date, allocated to each of the group’s Cgu or groups of Cgu that are expected to benefit from the synergies of the combination giving rise to the goodwill irrespective of whether other assets or liabilities of the acquiree are assigned to those units or groups of units.




4.8 impairment of non-financial assets (continued)

The recoverable amount of an asset or Cgu is the higher of its fair value less cost to sell and its value in use.

in estimating the value in use, the estimated future cash inflows and outflows to be derived from continuing use of the asset and from its ultimate disposal are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the future cash flow estimates have not been adjusted. An impairment loss is recognised in the income statement when the carrying amount of the asset or the Cgu, including the goodwill or intangible asset, exceeds the recoverable amount of the asset or the Cgu. The total impairment loss is allocated, first, to reduce the carrying amount of any goodwill allocated to the Cgu and then to the other assets of the Cgu on a pro-rate basis of the carrying amount of each asset in the Cgu.

The impairment loss is recognised in the income statement immediately except for the impairment on a revalued asset where the impairment loss is recognised directly against the revaluation reserve account to the extent of the surplus credited from the previous revaluation for the same asset with the excess of the impairment loss charged to the income statement.

An impairment loss on goodwill is not reversed in subsequent periods. An impairment loss for other assets is reversed if, and only if, there has been a change in the estimates used to determine the assets’ recoverable amount since the last impairment loss was recognised.

An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

such reversals are recognised as income immediately in the income statement except for the reversal of an impairment loss on a revalued asset where the reversal of the impairment loss is treated as a revaluation increase and credited to the revaluation reserve account of the same asset. however, to the extent that an impairment loss on the same revalued asset was previously recognised in profit or loss, a reversal of that impairment loss is also recognised in profit or loss.

4.9 inventories

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

Cost of computer hardware, software and spare parts are determined on a specific identification basis while cost of other inventories are determined on the first-in-first-out basis. Cost of inventories comprises the original cost of purchase plus direct expenses incurred in bringing the inventories to their present location and condition.

net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.

Allowance is made where necessary for obsolete, slow moving and defective inventories.

4.10 Financial instruments

4.10.1 Financial instruments recognised on the balance sheets

Financial instruments are recognised on the balance sheet when the group has become a party to the contractual provisions of the instrument.

Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. interest, dividends and losses and gains relating to a financial instrument or a component that is a financial liability shall be recognised as income or expense in profit or loss. Distributions to holders of an equity instrument are debited directly to equity, net of any related tax effect. Financial instruments are offset when the group has a legally enforceable right to offset and intends to settle on a net basis or to realise the asset and settle the liability simultaneously.




4.10 Financial instruments (continued)

4.10.1 Financial instruments recognised on the balance sheets (continued)

(a) Receivables

Receivables are carried at anticipated realisable value. Known bad debts are written off and specific allowances are made for any debts which are considered doubtful of collection.

(b) Cash and cash equivalents

Cash and cash equivalents include cash and bank balances, bank overdrafts, deposits and other short term, highly liquid investments that are readily convertible to cash and are subject to insignificant risk of changes in value.

(c) payables

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

(d) interest bearing loans and borrowings

interest bearing loans and borrowings are recorded at the amount of proceeds received less directly attributable transaction costs.

(e) equity instruments

ordinary shares are recorded at the nominal value and proceeds in excess of the nominal value of shares issued, if any, are accounted for as share premium. Both ordinary shares and share premium are classified as equity. Transaction costs of an equity transaction are accounted for as a deduction from equity, net of any related income tax benefit. otherwise, they are charged to the income statement.

Dividends to shareholders are recognised in equity in the period in which they are declared.

if the Company reacquires its own equity instruments, the consideration paid, including any attributable transaction costs is deducted from equity as treasury shares until they are cancelled. no gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments. Where such shares are issued by resale, the difference between the sales consideration and the carrying amount is shown as a movement in equity.

(f) Irredeemablecumulativeconvertiblepreferenceshares(“ICPS”) The iCps is recognised in the financial statements based on the nominal value of the iCps. These shares are classified as

equity.

4.10.2 Financial instruments not recognised on the balance sheets

(a) Call and put options

The group’s financial instruments include the sale and option agreement for the purchase of shares in a subsidiary. These instruments are not recognised in the financial statements on inception.




4.11 Borrowing costs

Borrowing cost that are directly attributable to the acquisition, construction or production of a qualifying asset is capitalised as part of the cost of the asset until when substantially all the activities necessary to prepare the asset for its intended use or sale are complete, after which such expense is charged to the income statement. A qualifying asset is an asset that necessarily takes a substantial period of time to get ready for its intended use or sale. Capitalisation of borrowing cost is suspended during extended periods in which active development is interrupted.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

4.12 income taxes

income taxes include all domestic and foreign taxes on taxable profit. income taxes also include other taxes, such as withholding taxes, which are payable by a foreign subsidiary or associate on distributions to the group and Company, and real property gains taxes payable on disposal of properties, prior to 1 April 2007, if any.

Taxes in the income statement comprises current tax and deferred tax.

(a) Current tax

Current tax is the amount of income taxes payable or receivable in respect of the taxable profit or loss for a period.

Current tax for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that have been enacted or substantively enacted by the balance sheet date.

(b) Deferred tax

Deferred tax is recognised in full using the liability method on temporary differences arising between the carrying amount of an asset or liability in the balance sheet and its tax base.

Deferred tax is recognised for all temporary differences, unless the deferred tax arises from goodwill or the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of transaction, affects neither accounting profit nor taxable profit.

A deferred tax asset is recognised only to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. The carrying amount of a deferred tax asset is reviewed at each balance sheet date. if it is no longer probable that sufficient taxable profit will be available to allow the benefit of part or all of that deferred tax asset to be utilised, the carrying amount of the deferred tax asset will be reduced accordingly. When it becomes probable that sufficient taxable profit will be available, such reductions will be reversed to the extent of the taxable profit.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred income taxes relate to the same taxation authority.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability settled, based on tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date.

4.13 provisions

provisions are recognised when there is a present obligation, legal or constructive, as a result of a past event, when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.




4.13 provisions (continued)

provision for warranties is recognised based on the estimated liabilities to repair or replace products when the underlying products or services are sold. The estimated liability is based on historical warranty data and a weighting of all possible outcome against their associated probabilities.

4.14 employee benefits

4.14.1 short term employee benefits

Wages, salaries, social security contributions, paid annual leave, paid sick leave, bonuses and non-monetary benefits are recognised as an expense in the financial year when employees have rendered their services to the group.

short term non-accumulating compensated absences such as sick leave are recognised when the absences occur.

Bonuses are recognised as an expense when there is a present, legal or constructive obligation to make such payments, as a result of past events and when a reliable estimate can be made of the amount of the obligation.

4.14.2 Defined contribution plans

The Company and subsidiaries incorporated in malaysia make contributions to a statutory provident fund and foreign subsidiaries make contributions to their respective countries’ statutory pension schemes. The contributions are recognised as a liability after deducting any contribution already paid and as an expense in the period in which the employees render their services.

4.14.3 Defined benefits plans

The amount recognised as a liability in respect of a defined benefit plan is the present value of the defined benefit obligations at the balance sheet date adjusted for unrecognised actuarial gains and losses and unrecognised past services cost.

The group determines the present value of the defined benefit obligations with sufficient regularity such as that the amounts recognised in the financial statements do not differ materially from the amounts that would be determined at the balance sheet date.

The present value of the defined benefit obligations and the related current services cost and past service cost are determined using the projected unit credit method. The rate used to discount the obligations is based on market yields at balance sheet date of government securities which have currency and terms consistent with the currency and estimated terms of the obligations.

Actuarial gains and losses may result from changes in the present value of the defined benefit obligations. They are recognised as income or expense over the expected average remaining working lives of the employees participating in that plan when the net cumulative unrecognised actuarial gains or losses exceed the 10% of the present value of the defined benefit obligations at that date.

4.14.4 Termination benefits

Termination benefits are payments due to employees as a result of the termination of employment before the normal retirement date or to encourage voluntary redundancy. They are recognised as a liability and an expense when the group has a detailed formal plan for termination with no realistic possibility of withdrawal. in the case of voluntary redundancy, the benefits are accounted for based on the number of employees expected to accept the offer.

Where termination benefits fall due more than 12 months after the balance sheet date, they are discounted to present value.

4.15 Foreign currencies

4.15.1 Functional currency

The separate financial statements of each entity in the group are measured using the functional currency, which is the currency of the primary economic environment in which the entity operates.




4.15 Foreign currencies (continued)

4.15.2 Foreign currency transactions and translations A foreign currency transaction is recorded, on initial recognition in the functional currency, by applying to the foreign currency

amount the spot exchange rate between the functional currency and the foreign currency at the date of the transaction.

At each balance sheet date, foreign currency monetary items are translated using the exchange rate at that date. non-monetary items that are measured in terms of historical cost in a foreign currency is translated using the exchange rate at the date of the transaction. non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

exchange differences arising on a monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition during the period or in previous financial statements are recognised in profit or loss in the period in which they arise.

exchange differences arising on a monetary item that forms part of the Company’s net investment in a foreign operation shall be recognised in profit or loss in the financial statements of the Company or the individual financial statements of the foreign operation, as appropriate. in the consolidated financial statements, such exchange differences are recognised initially in the exchange translation reserve except for a monetary item that is denominated in a currency other than the functional currency of either the Company or the foreign operation, which exchange differences is recognised in profit or loss in the consolidated financial statements. on the disposal of the foreign operation, the cumulative amount of the exchange differences relating to the foreign operation is recognised in profit or loss when the gain or loss on disposal is recognised.

Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition of a foreign operation is treated as assets and liabilities of the foreign operation and is translated at the exchange rate at the balance sheet date.

4.16 Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable net of discounts and rebates.

Revenue is recognised to the extend that it is probable that the economic benefits associated with the transaction will flow to the group, and the amount of revenue and the cost incurred or to be incurred in respect of the transaction can be reliably measured and specific recognition criteria have been met for each of the group’s activities as follows:

(a) sale of goods

Revenue from sale of goods is recognised when significant risk and rewards of ownership of the goods has been transferred to the customer and where the group retains neither continuing managerial involvement over the goods, which coincides with delivery of goods and acceptance by customers.

(b) Contract works

Revenue from contract works for computer support facilities is recognised in the income statement based on the stage of completion which is determined based on the contract costs incurred for work performed to date in proportion to the estimated total contract costs.

(c) services

Revenue from maintenance and software support contract is allocated evenly throughout the period of contracts. income for the expired period is recognised in the income statement on accrual basis and income relating to the unexpired period is carried forward as unearned income.




4.16 Revenue recognition (continued)

(d) Rental income and management fees

Rental income and management fees are recognised on an accrual basis unless collectibility is in doubt.

(e) Dividend income

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

(f) interest income

interest income is recognised as it accrues, using the effective interest method.

4.17 non-current assets (or disposal groups) held for sale and discontinued operations

4.17.1 non-current assets (or disposal groups) held for sale

non-current assets (or disposal groups) are classified as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. For this to be the case, the asset (or disposal group) must be available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets (or disposal groups) and its sale must be highly probable.

immediately before the initial classification as held for sale, the carrying amounts of the non-current assets (or all the assets and liabilities in a disposal group) are measured in accordance with applicable FRs. on initial classification as held for sale, non-current assets or disposal groups (other than investment properties, deferred tax assets, employee benefits assets, and financial assets carried at fair value) are measured at the lower of carrying amount immediately before the initial classification as held for sale and fair value less costs to sell. Any differences, if any, are recognised in profit or loss as impairment loss.

non-currents assets (or disposal groups) held for sale are classified as current assets (and current liabilities, in the case of non-current liabilities included within disposal groups) on the face of the balance sheet and are stated at the lower of carrying amount immediately before initial classification and fair value less costs to sell and are not depreciated. Any cumulative income or expense recognised directly in equity relating to the non-current asset (or disposal group) classified as held for sale is presented separately.

if the group has classified an asset (or disposal group) as held for sale but subsequently the criteria for classification is no longer met, the group ceases to classify the asset (or disposal group) as held for sale. The group measures a non-current asset that ceases to be classified as held for sale (or ceases to be included in a disposal group classified as held for sale) at the lower of:

(a) its carrying amount before the asset (or disposal group) was classified as held for sale, adjusted for any depreciation, amortisation or revaluations that would have been recognised had the asset (or disposal group) not been classified as held for sale; and

(b) its recoverable amount at the date of the subsequent decision not to sell.

4.17.2 Discontinued operations

A component of the group is classified as a discontinued operation when the criteria to be classified as held for sale have been met or it has been disposed of and such a component represents a separate major line of business or geographical area of operations, is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations or is a subsidiary acquired exclusively with a view to resale. When an operation is classified as discontinued operation, the comparative income statement is restated as if the operation had been discontinued from the start up of the comparative period.



5. ADOpTION OF NEW FRS AND AMENDMENT TO FRS

5.1 new FRs and Amendment to FRs adopted

on 1 April 2007, the group adopted the following new FRs and amendment to FRs:

FRs 117 leases is mandatory for annual periods beginning on or after 1 october 2006. The adoption of this FRs has no (a) material impact of the group’s financial statements as the existing accounting policy is consistent with the requirements of this new standard.

(b) Amendment to FRs 1192004 employee Benefits - Actuarial gains and losses, group plans and Disclosures is mandatory for annual periods beginning on or after 1 January 2007.

As the group does not intend to change the accounting policy adopted for the recognition of gains and losses and does not participate in any multi-employer plans, the adoption of this amendment will only impact the format and extent of disclosures presented in the financial statements.

(c) FRs 124 Related party Disclosures is mandatory for annual periods beginning on or after 1 october 2006.

FRs 124 affects the identification of related parties and some other related party disclosure. The adoption of this FRs will only impact the format and extent of disclosure presented in the financial statements.

5.2 new FRs and Amendments to FRs not yet effective for the group and not adopted

The group has not adopted FRs 139 Financial instruments: Recognition and measurement and the consequential amendments resulting from FRs 139 which effective date is deferred to a date to be announced by the malaysian Accounting standards Board (‘mAsB’). FRs 139 establishes the principles for the recognition and measurement of financial assets and financial liabilities including circumstances under which hedge accounting is permitted. By virtue of the exemption provided under paragraph 103AB of FRs 139, the impact of applying FRs 139 on its financial statements upon first adoption of the standard as required by paragraph 30(b) of FRs 108 is not disclosed.

The group has also not adopted the following FRs and amendments that have been issued as at the date of authorisation of these financial statements but are not yet effective for the group. The Directors do not anticipate that the application of these standards when they are effective will have a material impact on the results and the financial position of the group.

(a) FRs which are effective for annual periods beginning on or after 1 July 2007

FRs 107 Cash Flow statements FRs 111 Construction Contracts FRs 112 income Taxes FRs 118 Revenue FRs 120 Accounting for government grants and Disclosure of government Assistance FRs 134 interim Financial Reporting FRs 137 provisions, Contingent liabilities and Contingent Assets

These amendments align the mAsB’s FRs with the equivalent international Accounting standards (‘iAs’), both in terms of form and content. The adoption of these standards will only impact the form and content of disclosures presented in the financial statements. The group will apply this amendment for its annual period beginning 1 April 2008.

(b) Framework for the preparation and presentation of Financial statements (‘Framework’) which is effective for annual periods beginning on or after 1 July 2007

The Framework sets out the concepts that underlie the preparation and presentation of financial statements for external users. it is not an mAsB approved accounting standard and hence does not define standards for any particular measurement or disclosure issue. The group will apply this Framework for its annual period beginning 1 April 2008.



5. ADOpTION OF NEW FRS AND AMENDMENT TO FRS (continued)

5.2 new FRs and Amendments to FRs not yet effective for the group and not adopted (continued)

(c) Amendments and iC interpretations which are effective for annual periods beginning on or after 1 July 2007

Amendment to FRs 121 The effects of Changes in Foreign exchange Rates - net investment in a Foreign operation. This amendment results in exchange differences arising from a monetary item that forms part of the group’s net investment in a foreign operation to be recognised in equity irrespective of the currency in which the monetary item is denominated and if whether the monetary item results from a transaction with the Company or any of its subsidiaries. previously, exchange differences arising from such transactions between the Company and its subsidiaries would be accounted for in the income statement or in equity depending on the currency of the monetary item. The group will apply this amendment for its annual period beginning 1 April 2008.

5.3 new FRs and iC interpretations not relevant to the group’s operations

FRs 6: exploration for and evaluation of mineral Resources

iC interpretation 1: Changes in existing Decommissioning, Restoration and similar liabilities

iC interpretation 2 : members’ shares in Co-operative entities and similar instruments

iC interpretation 5 : Rights to interests arising from Decommissioning, Restoration and environmental Rehabilitation Funds

iC interpretation 6 : liabilities arising from participating in a specific market - Waste electrical and electronic equipment

iC interpretation 7 : Applying the Restatement Approach under FRs 1292004 Financial Reporting in hyperinflationary economies

iC interpretation 8 : scope of FRs 2

6. SIGNIFICANT ACCOuNTING ESTIMATES AND JuDGEMENTS

6.1 Change in estimates

FRs 116 property, plant and equipment requires the review of the residual value and remaining useful life of an item of property, plant and equipment at least at each year end. The group and the Company have revised their estimate on residual value of the motor vehicles to be based on their current market value of the same model. The revisions were accounted for prospectively as a change in accounting estimates. As a result, the depreciation charges of the group and of the Company for the current year have been increased by Rm297,420 and Rm145,200 respectively.

6.2 key sources of estimation uncertainty

The following are key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year:

(a) impairment of goodwill on consolidation

The group determines whether goodwill on consolidation is impaired at least on an annual basis. This requires an estimation of the value-in-use of the subsidiaries to which goodwill is allocated. estimating a value-in-use amount requires management to make an estimate of the expected future cash flows from the subsidiaries and also to choose a suitable discount rate in order to calculate the present value of those cash flows. Further details are disclosed in note 15. however, charges in estimation of the value-in-use would affect future operating results.

(b) Depreciation of property, plant and equipment

The estimates of the residual values, useful lives and related depreciation charges for the property, plant and equipment are based on commercial and production factors. Changes in the expected level of usage could impact the economic useful lives and the residual values of these assets. Therefore, future depreciation charges could be revised.



6. SIGNIFICANT ACCOuNTING ESTIMATES AND JuDGEMENTS (continued)

6.2 key sources of estimation uncertainty (continued)

(c) Deferred tax assets

Deferred tax assets are recognised for all unused tax losses and unabsorbed capital allowances to the extent that it is probable that taxable profit will be available against which the losses and capital allowances can be utilised. significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with future tax planning strategies.

(d) income taxes

There are certain transactions and computations for which the ultimate tax determination may be different from the initial estimate. The group recognises tax liabilities based on its understanding of the prevailing tax laws and estimates of whether such taxes will be due in the ordinary course of business. Where the final outcome of these matters is different from the amounts that were initially recognised, such difference will impact the income tax and deferred tax provision in the period in which such determination is made.

(e) Allowance for doubtful debts of receivables

The group makes allowance for doubtful debts on an assessment of the recoverability of receivables. Allowance are applied to receivables where events or changes in circumstances indicate that the carrying amount may not be recoverable. The Directors and management specifically analyse historical bad debts, customer concentrations, customer creditworthiness, current economic trend and changes in customer payment terms when making a judgement to evaluate the adequacy of the allowance for doubtful debts or receivables. Where the expectation is different from the original estimate, such difference will impact the carrying amount of receivables.

7. pROpERTy, pLANT AND EQuIpMENT

Group DepreciationBalance charge for Balance

2008 as at Written the financial Translation as at1.4.2007 Additions off Disposals year adjustments 31.3.2008

RM RM RM RM RM RM RMCarrying amount

Computer equipment and software 3,156,461 818,949 (10,501) (258,278) (1,350,875) (2,154) 2,353,602office equipment, furniture, fittings and renovation 2,289,765 494,033 (7,570) - (742,149) (4,220) 2,029,859motor vehicles 1,901,874 331,500 - (73,000) (363,720) - 1,796,654

7,348,100 1,644,482 (18,071) (331,278) (2,456,744) (6,374) 6,180,115

As at 31.3.2008Accumulated Carrying

Cost depreciation amount RM RM RM

Computer equipment and software 26,938,025 (24,584,423) 2,353,602office equipment, furniture, fittings and renovation 7,994,445 (5,964,586) 2,029,859motor vehicles 3,668,344 (1,871,690) 1,796,654

38,600,814 (32,420,699) 6,180,115



7. pROpERTy, pLANT AND EQuIpMENT (continued)

Group Depreciation ReclassifiedBalance Acquisition charge for as assets Balance

2007 as at of Written Disposal of the financial Translation held for as at1.4.2006 Additions subsidiaries off subsidiaries Disposals year adjustment sale 31.3.2007

RM RM RM RM RM RM RM RM RM RMCarrying amount

long term leasehold shop office 190,400 - - - - - (5,600) - (184,800) -

long term leasehold apartment 156,563 - - - (156,421) - (142) - - -

short term leasehold building 2,097,403 - - - - - - - (2,097,403) -

short term leasehold land 1,402,597 - - - - - - - (1,402,597) -

Freehold apartment 134,902 - - - (134,623) - (279) - - -

Freehold shop office 1,595,520 - - - (1,592,630) - (2,890) - - -

Computer equipment and software 7,262,125 900,812 123,933 (5,730) (2,314,423) (57,056) (2,748,114) (5,086) - 3,156,461

office equipment, furniture, fittings and renovation 4,064,482 4,376,309 85,891 (25,978) (5,204,263) (19,941) (978,701) (8,034) - 2,289,765

motor vehicles 1,010,222 375,409 - - (146,471) (89,759) 752,473 - - 1,901,874

17,914,214 5,652,530 209,824 (31,708) (9,548,831) (166,756) (2,983,253) (13,120) (3,684,800) 7,348,100



Computer equipment and software 30,527,508 (27,371,047) 3,156,461

office equipment, furniture, fittings and renovation 7,658,084 (5,368,319) 2,289,765

motor vehicles 3,932,874 (2,031,000) 1,901,874

42,118,466 (34,770,366) 7,348,100




Company DepreciationBalance charge for Balance

2008 as at the financial as at1.4.2007 Addition year 31.3.2008

RM RM RM RMCarrying amount

Computer equipment and software 12,706 6,421 (4,020) 15,107

office equipment, furniture and fittings 230,241 - (41,529) 188,712

motor vehicles 489,000 - (145,200) 343,800

731,947 6,421 (190,749) 547,619



Computer equipment and software 143,693 (128,586) 15,107

office equipment, furniture and fittings 278,166 (89,454) 188,712

motor vehicles 604,574 (260,774) 343,800

1,026,433 (478,814) 547,619

Company DepreciationBalance charge for Balance

2007 as at the financial as at1.4.2006 Additions year 31.3.2007


Computer equipment and software 25,428 12,440 (25,162) 12,706

office equipment, furniture and fittings 20,283 226,768 (16,810) 230,241

motor vehicles 241,829 1 247,170 489,000

287,540 239,209 205,198 731,947



Computer equipment and software 137,272 (124,566) 12,706

office equipment, furniture and fittings 278,166 (47,925) 230,241

motor vehicles 604,574 (115,574) 489,000

1,020,012 (288,065) 731,947




During the financial year, the group and the Company made the following cash payments to purchase property, plant and equipment:(a)

Group Company2008 2007 2008 2007

RM RM RM RMpurchase of property, plant and equipment 1,644,482 5,652,530 6,421 239,209

Financed by hire purchase and

lease arrangements (535,796) (3,842,121) - -

Cash payments on purchase of property,

plant and equipment 1,108,686 1,810,409 6,421 239,209

included in property, plant and equipment of the group are assets acquired under hire purchase and lease arrangements with a net (b) book value of Rm836,596 (2007: Rm1,259,965).

8. INVESTMENTS IN SuBSIDIARIES

Company2008 2007

RM RMunquoted equity shares, at cost 277,367,172 277,367,172

The details of the subsidiaries are as follows:

Interest in equity held byName of Company Company Subsidiaries principal Activities

2008 2007 2008 2007 % % % %

Applied Business systems sdn. Bhd. 100 100 - - Distribution and maintenance of computer equipment and software(“ABS”)

Formis BAss software sdn. Bhd. 100 100 - - Development of application software, system integration services and the provision of hardware and software maintenance services

(“FBS”)

ManYauHoldingsBerhad(“MYHB”) 100 100 - - investment holding

Continuous network Advisers sdn. Bhd. 100 100 - - provision of data communication, networking, integration of computer systems and maintenance support for related activities

(“CNA”)

Continuous network services sdn. Bhd. 100 100 - - inactive(“CNS”)

FormisHoldingsBerhad(“FHB”) 100 100 - - investment holding

Formis systems & Technology sdn. Bhd. 100 100 - - Distribution and maintenance of computer(“FST”) hardware and software



8. INVESTMENTS IN SuBSIDIARIES (continued)


2008 2007 2008 2007 % % % %

Dynamic Concept Resources sdn. Bhd. 100 100 - - Dormant(“DCR”)

Subsidiaries of MyhB

man yau plastic Factory (malaysia) sendirian - - 100 100 inactiveBerhad(“MYPF”)

WangCorporationSdn.Bhd.(“WANG”) - - 100 100 inactive

NostalgicPropertiesSdn.Bhd.(“NPSB”) - - 100 100 property development

ChannelLegacySdn.Bhd.(“CLSB”) - - 60 60 inactive

FormisAdvancedSystemsSdn.Bhd.(“FAS”) - - 100 100 inactive

Subsidiaries of FhB

FormisComputerServicesSdn.Bhd.(“FCS”) - - 100 100 provision of computer technology and maintenance of computer hardware and software

DiversifiedGatewayBerhad(“DGB”) - - 80 80 provision of computer networking solutions and system integration

FormisMediaTeknologiSdn.Bhd.(“FMT”) - - 65 65 provision of solutions and services to multimedia industry focussing on the broadcasting and production industry

# pT Formis solusi indonesia (incorporated - - 100 100 provision of hardware, software,intheRepublicofIndonesia)(“PTFSI”) maintenance and consultancy services

in information technology

FirstSolutionSdn.Bhd.(“FIRST”) - - 51 51 Distribution and maintenance of computer hardware and software

FormisSoftwareDynamicsSdn.Bhd.(“FSD”) - - 100 100 inactive

Formis Computer & Communication - - 100 100 inactiveSdn.Bhd.(“FCC”)

Formis international limited (incorporated in - - 100 100 inactivetheFederalTerritoryofLabuan)(“FIL”)





2008 2007 2008 2007 % % % %

TeraAsiaPacificSdn.Bhd.(“TAP”) - - 100 100 provision of media and publishing solutions in terms of software, hardware and maintenance for pre-press and editorial market for the Asia pacific Region

Com-lineSystemsSdn.Bhd.(“CLS”) - - 70 70 Development of standard application packages and the provision of turnkey solution development services

Subsidiaries of FCS

FormisNetworkServicesSdn.Bhd.(“FNS”) - - 100 100 provision of information technology services in terms of hardware, software, consultancy and maintenance to telecommunication, oil and gas and government sectors

FormisAutomationSdn.Bhd.(“FASB”) - - 100 100 Automation, installation and maintenance of computer hardware and software and other automated related projects

Subsidiary of FNS

FormisNiagaSolusiSdn.Bhd.(“FNSi”) - - 60 60 Dormant

Subsidiaries of CLS

ComlineDotcomSdn.Bhd.(“CDC”) - - 100 100 Development of multimedia technology application

PrismPortalAsiaSdn.Bhd.(“PPA”) - - 100 - Dormant

# subsidiary audited by BDo member Firm.

All the subsidiaries are incorporated in malaysia with the exception of pT Formis solusi indonesia which is incorporated in indonesia.

on 24 september 2007, Cls, a 70% owned subsidiary of FhB had incorporated a wholly-owned subsidiary namely ppA with Rm10.00 issued and paid up share capital comprising 10 new ordinary shares of Rm1.00 each.

in the previous financial year, the group announced the acquisition of Cls via FhB. The 70% equity interest in Cls is achieved through two stages of acquisition. on 13 December 2006, 866,666 ordinary shares of Rm1 each in Cls was acquired for a total cash consideration of Rm1,725,337. subsequently on 31 January 2007, FhB made a further acquisition of 1,140,000 for a consideration of Rm3,774,663.

The acquisition had been completed on 20 April 2007. irrespective of the completion date, the group has obtained control over Cls with effect from 31 January 2007 and regard Cls as a subsidiary on even date.

goodwill on consolidation arising on the acquisition of Cls amounting to Rm7,461,931 were accounted for using the purchase method of accounting in the previous financial year.




The effect of the acquisition on the financial results of the group in the previous financial year was as follows:

Group2007

RMRevenue 5,837,125

operating costs (167,174)

operating profit 5,669,951

other operating income (7,346)

other operating costs (840,108)

profit before tax 4,822,497

Tax expense (10,500)

profit after tax before minority interest 4,811,997

minority interest (1,443,600)

increase in group’s net profit 3,368,397

The effect of the acquisition on the financial position of the group at the end of the previous financial year was as follows:

Group2007

RMproperty, plant and equipment 231,867

software development costs 1,028,347

goodwill 7,461,931

Trade receivables 7,826,714

other receivables, prepayments and deposits 727,181

Tax recoverable 149,912

Cash and bank balances 1,839,939

Trade payables (2,726,103)

other payables, accruals and provisions (3,375,008)

Borrowings (1,312,323)


increase in group’s net assets 10,408,857

9. INVESTMENT IN AN ASSOCIATE

Group2008 2007

RM RMunquoted equity shares, at cost 59,708 59,708

share of post acquisition retained earnings and reserves less losses (59,708) (59,708)

- -

The associate is as follows:


2008 2007 2008 2007 % % % %

Antis investments s.A - - 49 49 provision of media and publishing (incorporated in luxembourg) software globally



10. SOFTWARE DEVELOpMENT COSTS

Group2008 2007

RM RMBalance as at 1 April 2007/2006 3,111,281 2,810,022

Add/(less):

Additions 271,705 583,034

Acquisition of subsidiaries (note 36) - 598,895

Written off - (386,344)

3,382,986 3,605,607

Amortised during the financial year (843,071) (494,326)

Balance as at 31 march 2008/2007 2,539,915 3,111,281

11. OThER INVESTMENTS

(a) other long term investments

Group2008 2007

RM RM

Quoted investments, at cost

Quoted shares in malaysia 7,159,990 7,368,180

loan stocks in malaysia 93,750 93,750

7,253,740 7,461,930

less: Allowance for diminution in value (1,922,050) (360,872)

5,331,690 7,101,058

unquoted investments, at cost

Transferable club memberships 161,000 161,000

5,492,690 7,262,058

market value of quoted investments:


loan stocks in malaysia 39,375 11,563

3,599,540 5,437,496

(b) other short term investments

Group2008 2007

RM RM

At market value




12. INVESTMENT pROpERTIES

ReclassifiedDepreciation from/(to)

Balance charge for assets of Balanceas at the financial disposal groups as at

2008 1.4.2007 year held for sale 31.3.2008 RM RM RM RM

Carrying amount

Freehold land - - 32,265 32,265

long term leasehold shop office 637,000 (9,750) (627,250) -

637,000 (9,750) (594,985) 32,265



Freehold land 32,265 - 32,265

Depreciation ReclassifiedBalance charge for from assets of Balance

as at the financial disposal groups as at2007 1.4.2006 year held for sale 31.3.2007


Freehold land 3,825,000 - (3,825,000) -

long term leasehold shop office 1,300,000 (13,000) (650,000) 637,000

5,125,000 (13,000) (4,475,000) 637,000



long term leasehold shop office 650,000 (13,000) 637,000

The freehold land which was reclassified to assets of disposal groups held for sale in the previous financial year had been charged to a bank as security for a term loan facility granted to a subsidiary as stated in note 21.

The strata titles of the long term leasehold shop office of the group which was reclassified to assets of disposal groups held for sale has not been issued by the relevant authorities.



13. DEVELOpMENT pROpERTy

Group2008 2007

RM RMFreehold land and development expenditure at cost - 98,956,493

less: impairment loss - (7,956,493)

- 91,000,000

less: Asset of disposal groups classified as held for sale (note 21) - (91,000,000)

- -

The freehold development property which was reclassified to assets of disposal groups held for sale in the previous financial year was charged to a bank for term loan and revolving credit facilities granted to certain subsidiaries.

The freehold development property is intended to be sold free from encumbrances and the proceeds from the sale are to be utilised to settle all outstanding term loan and revolving credit balances including interest owing by the said subsidiaries. in the event the sale proceeds fall short of the outstanding amount owed, the bank has agreed that it will have no recourse against the group for such shortfall.

upon adoption of FRs 5 in previous financial year, a revaluation exercise was carried out on 8 August 2006 by an independent professional valuer, messrs Khong & Jaafar sdn. Bhd., to determine the fair value of this property. Based on the valuation report, the market value of the property is Rm91,000,000 and this gave rise to a shortfall of Rm7,956,493 as compared to the outstanding amount owed to the bank. As the bank has no recourse against the group for such shortfall, an impairment loss of Rm7,956,493 was made to set off against the bank borrowing in the previous financial year.

14. OThER RECEIVABLES, DEpOSITS AND pREpAyMENTS

Group Company2008 2007 2008 2007

RM RM RM RMNon-current asset

other receivables 9,235,325 12,680,131 - -

Current assets

other receivables 19,492,643 17,479,507 8,869 1,607

less: Allowance for doubtful debts (44,045) (44,045) - -

19,448,598 17,435,462 8,869 1,607

Deposits 2,060,406 2,322,746 56,581 54,681

prepayments 14,225,196 11,638,710 392,228 13,991

35,734,200 31,396,918 457,678 70,279

non-current other receivables represent rental receivable later than one year and not later than five years.

15. GOODWILL

Group2008 2007

RM RMBalance as at 1 April 2007/2006 144,689,434 162,979,605

goodwill arising on acquisition of subsidiaries (note 36) - 7,461,931

goodwill arising from additional shares in subsidiaries - 2,989,443

144,689,434 173,430,979

less: Disposal of subsidiaries (note 37) - (15,761,675)

impairment loss for the financial year (3,781,262) (12,979,870)

Balance as at 31 march 2008/2007 140,908,172 144,689,434



15. GOODWILL (continued)

An impairment loss on goodwill amounting to Rm3,781,262 relating to a subsidiary, Cns, has been recognised during the financial year as Cns has ceased business operations during the financial year. The recoverable amount was determined based on a value in use calculation using cash flow projections based on financial budgets approved by the management covering a five-year period. The discount rate applied to the cash flow projections was 6.19% based on weighted average cost of debts of the Company.

16. DEFERRED TAx

(a) The deferred tax assets and liabilities are made up of the following:

Group Company2008 2007 2008 2007

RM RM RM RMBalance as at 1 April 2007/2006 583,746 968,152 - -

Disposal of subsidiaries - (44,000) - -

Recognised in the income statement (note 34)

- current year (205,967) (442,596) - -

- under provision in prior year - 153,254 - -

- relating to changes in tax rates (18,400) (51,064) - -

(224,367) (340,406) - -

Balance as at 31 march 2008/2007 359,379 583,746 - -

presented after appropriate offsetting:

Deferred tax assets, net (810,171) (508,799) - -

Deferred tax liabilities, net 1,169,550 1,092,545 - -

359,379 583,746 - -

(b) The movements of deferred tax assets and deferred tax liabilities during the financial year prior to offsetting are as follows:

Group Company2008 2007 2008 2007

RM RM RM RMDeferred tax assets

At 1 April 2007/2006 508,799 971,289 - 11,000


Recognised in the income statement

unused tax losses 27,321 (122,998) - -

unabsorbed capital allowances 284,020 113,786 - (11,000)

others (9,969) (50,278) - -

At 31 march 2008/2007 810,171 508,799 - -

Deferred tax liabilities

At 1 April 2007/2006 1,092,545 1,939,441 - 11,000


Recognised in the income statement

property, plant and equipment 102,103 (154,653) - (11,000)

software development costs (25,098) (245,243) - -

At 31 march 2008/2007 1,169,550 1,092,545 - -



16. DEFERRED TAx (continued)

(c) The components of deferred tax as at the end of the financial year comprise tax effect of:

Group Company2008 2007 2008 2007

RM RM RM RMDeferred tax assets

unused tax losses 80,740 53,419 - -

unabsorbed capital allowances 609,949 325,929 - -

others 119,482 129,451 - -

810,171 508,799 - -

Deferred tax liabilities

property, plant and equipment 653,085 550,982 - -

software development costs 516,465 541,563 - -

1,169,550 1,092,545 - -

(d) The amount of temporary differences for which no deferred tax assets have been recognised in the balance sheets are as follows:

Group Company2008 2007 2008 2007

RM RM RM RMunused tax losses 82,656,040 79,050,331 - 921,794

unabsorbed capital allowances 1,169,204 636,720 - 7,586

others 277,027 2,108,635 - -

84,102,271 81,795,686 - 929,380

Deferred tax assets of certain subsidiaries have not been recognised in respect of these items as it is not probable that taxable profit of the subsidiaries will be available against which the deductible temporary differences can be utilised.

The deductible temporary differences do not expire under current tax legislation unless there is a substantial change in shareholders of those dormant subsidiaries of more than 50%. if there is such a change, unused tax losses carry forward and unabsorbed capital allowances carry forward amounting to Rm36,904,000 and Rm697,000 will not be available to the group.

17. INVENTORIESGroup

2008 2007 RM RM

At cost

hardware and software 23,853,270 24,329,339

hardware maintenance parts and spares 5,905,918 6,421,700

29,759,188 30,751,039

18. TRADE RECEIVABLESGroup

2008 2007 RM RM

Trade receivables 131,774,476 112,268,786

less: Allowance for doubtful debts (11,680,511) (13,181,409)

120,093,965 99,087,377



18. TRADE RECEIVABLES (continued)

The allowance for doubtful debts is net of bad debts written off as follows:Group

2008 2007 RM RM

Bad debts written off 29,250 2,116,090

The credit periods of trade receivables range from 30 to 90 days from date of invoice except for an amount of Rm1,512,142 (2007: Rm2,934,139) which was repayable on demand.

Certain subsidiaries have granted an extended credit term of up to 24 months to their customers as stipulated in the agreements between the subsidiaries and customers.

19. AMOuNTS OWING By/(TO) SuBSIDIARIES

The amounts owing by/(to) subsidiaries represent management fees and payments made on behalf which are unsecured, interest-free and collectible/repayable on demand except for a total of Rm1,537,220 (2007: Rm2,537,220) owing to subsidiaries which bears interests at 8.25% (2007: 7.4% to 8.5%) per annum.

20. CASh AND BANk BALANCESGroup Company

2008 2007 2008 2007 RM RM RM RM

Cash and bank balances 19,924,462 15,009,970 1,581 32,883

Fixed deposits 5,017,636 3,222,300 - 198,728

short term commercial papers 24,320,136 28,093,250 - -

49,262,234 46,325,520 1,581 231,611

(a) Deposits with licensed banks of the group amounting to Rm4,846,029 (2007: Rm3,018,350) are pledged to banks for credit facilities granted to certain subsidiaries.

(b) information on financial risks of cash and bank balance is disclosed in note 43.

21. DISpOSAL GROupS CLASSIFIED AS hELD FOR SALE

pursuant to the Rescue cum Restructuring scheme, certain assets and liabilities of the group is presented as disposal groups classified as held for sale following the group management’s commitment to sell off the assets and the sale proceeds to be utilised to settle the related bank borrowings.

The assets and liabilities of the disposal groups held for sale as at end of financial year are as follows:Group

2008 2007 Note RM RM

Assets of disposal groups classified as held for sale

property, plant and equipment (i) 3,500,000 3,684,800

investment properties (ii) 1,277,250 4,475,000

Development property (iii) 91,000,000 91,000,000

95,777,250 99,159,800

Liabilities of disposal groups classified as held for sale

Borrowings

- Term loan i (iv) 3,500,000 3,500,000

- Term loan ii (v) - 3,825,000

- Term loan iii and revolving credit (iii) 91,000,000 91,000,000

94,500,000 98,325,000



21. DISpOSAL GROupS CLASSIFIED AS hELD FOR SALE (continued)

(i) During the financial year, the long term leasehold shop office previously reclassified from property, plant and equipment amounting to Rm184,800 was disposed off for an amount of Rm540,000.

(ii) During the financial year, the freehold land previously reclassified from investment properties amounting to Rm3,792,735 was disposed off for an amount of Rm2,000,000. At the same time, a freehold land amounting to Rm32,265 has ceased to be classified as disposal groups held for sale as the said land has been discharged from commitment to sell. hence, in accordance to FRs 5, the lower of its carrying amount before the asset was classified as held for sale and its recoverable amount has been classified to investment property under non-current asset.

in addition, the group has entered into a sale and purchase agreement during the financial year to dispose a long term leasehold shop office amounting to Rm627,250. however, the disposal has yet to be realised as at end of the financial year because the strata title of the said land has not been issued by the relevant authorities. hence, the said property has been reclassified from investment property to disposal groups classified as held for sale.

(iii) Term loan iii and the revolving credit facilities are secured by a legal charge over the group’s development property. The term loan and revolving credits bear interest at 6.70% (2007: 6.70%) and 8.90% (2007: 8.90%) per annum respectively. The bank has agreed to fully settle the amount outstanding through proceeds to be received from the eventual sale of the development property with no further recourse against the group in the event of any shortfall. As at 31 march 2008, the development property has a fair value of Rm91 million (as explained in note 13) and the total outstanding borrowings together with interest accrued approximate the fair value of the development property. on the basis of the bank having no further recourse, the group has not accrued any interest expense in excess of the said value. The interest attributable would have been an additional Rm49.748 million (2007: Rm37.904 million) should the interest have continued to be accrued above the said value.

(iv) Term loan i is secured by a legal charge over the group’s short term leasehold land and building and is repayable in full by way of crystallisation of the said property at a value of Rm3,500,000. The bank has agreed that the term loan is non-interest bearing.

(v) Term loan ii which was secured by a legal charge over aforesaid freehold land disposed off during the financial year has been repaid by using the proceeds from the disposal as mentioned in (ii) above. The remaining balance of term loan ii amounting to Rm1,825,000 has been waived by the bank.

22. ShARE CApITAL

Authorised:Group and Company

2008 2007Number Number

of ordinary of ordinary shares RM Shares RM

ordinary shares of Rm1.00 each 500,000,000 500,000,000 500,000,000 500,000,000

Number Number of ICpS RM of ICpS RM

irredeemable cumulative convertible preference shares(“ICPS”)ofRM1.00each 2,129,635 2,129,635 2,131,635 2,131,635

issued and fully paid-up:Group and Company


of ordinary of ordinary shares RM Shares RM

ordinary shares of Rm1.00 eachBalance as at 1 April 2007/2006 183,768,564 183,768,564 169,101,528 169,101,528issue of ordinary shares pursuant to:Conversion of iCps 2,000 2,000 14,667,036 14,667,036Balance as at 31 march 2008/2007 183,770,564 183,770,564 183,768,564 183,768,564



22. ShARE CApITAL (continued)Group and Company


of ICpS RM of ICpS RMiCps of Rm1.00 each

Balance as at 1 April 2007/2006 2,131,635 2,131,635 16,798,671 16,798,671

Conversion to ordinary shares (2,000) (2,000) (14,667,036) (14,667,036)

Balance as at 31 march 2008/2007 2,129,635 2,129,635 2,131,635 2,131,635

Group and Company2008 2007

RM RMTotal issued and fully paid up 185,900,199 185,900,199

(a) During the financial year, the issued and fully paid-up share capital of the Company has increased from Rm183,768,564 to Rm183,770,564 by way of issue of 2,000 new ordinary shares of Rm1.00 each arising from the conversion of the iCps.

(b) The iCps are constituted pursuant to a rescue cum debt restructuring exercise of man yau holdings Berhad and its subsidiaries undertaken by the Company. The iCps were issued on 22 January 2002 and were listed on the second Board of Bursa malaysia securities Berhad on 29 January 2002.

The main features of the iCps are as follows:

each registered holder of iCps shall have the right to convert such amount of iCps held into fully paid-up share capital in (i) the Company at the Conversion Ratio at any time during the Conversion period.

The Conversion period is the period commencing after the expiry of the third anniversary of the date of issue of the iCps. (ii) All outstanding iCps will be automatically converted into new ordinary shares seven (7) years from the date of issue of the iCps at the Conversion Ratio. The iCps were issued on 22 January 2002, hence, the conversion period is from 22 January 2005 to 21 January 2009.

The Conversion Ratio is one (1) new ordinary share of Rm1.00 each in the Company for every Rm1.00 nominal value of (iii) the iCps. The mode of conversion shall be by tendering one (1) iCps for every one (1) new ordinary share in the Company (“ConversionShares”).TheICPSisnotredeemableforcash.

The Conversion shares shall rank pari passu in all respect with the then existing issued and fully paid-up share capital of (iv) the Company, except that they shall not rank for dividends, rights, allotments or other distributions if the Conversion shares are issued and allotted after the entitlement date for such dividends, rights, allotments or other distributions.

The dividend rate is calculated at a cumulative rate of 2% per annum.(v)

23. RESERVESGroup Company

2008 2007 2008 2007 RM RM RM RM

non-distributable:

share premium 9,744,296 9,744,296 9,744,296 9,744,296

exchange translation reserve 212,362 192,844 - -

9,956,658 9,937,140 9,744,296 9,744,296

Distributable:

Retained earnings 2,790,589 4,760,177 2,509,644 7,473,888

12,747,247 14,697,317 12,253,940 17,218,184



23. RESERVES (continued)

(a) exchange translation reserve

The exchange translation reserve is used to record foreign currency 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 the monetary item is denominated in either the functional currency of the reporting entity or the foreign operation.

(b) Retained earnings

effective 1 January 2008, the Company is given the option to make an irrevocable election to move to a single tier system or continue to use its tax credit under section 108 of the income Tax Act, 1967 for the purpose of dividend distribution until the tax credit is fully utilised or latest by 31 December 2013.

The Company did not elect for the irrevocable option to disregard the tax credit under section 108 of the income Tax Act, 1967, and as a result during the transitional period, the Company may utilise the tax credit under section 108 of the income Tax Act, 1967 to frank dividends out of its entire retained earnings as at the balance sheet date.

subject to the agreement of the inland Revenue Board, the Company has:

(i) Tax exempt account amounting to Rm2,441,779 (2007: Rm2,441,779) available for distribution of tax exempt dividends; and

(ii) sufficient tax credit under section 108 of the income Tax Act, 1967 and tax exempt income to frank the payment of net dividends out of its entire retained earnings as at 31 march 2008 without incurring additional tax liability.

The subsidiaries have tax exempt accounts amounting to approximately Rm37,330,000 (2007: Rm37,330,000) available for distribution of tax exempt dividends.

24. BORROWINGS

Group Company2008 2007 2008 2007

RM RM RM RMCurrent liabilities

Bank overdrafts (note 25) 4,373,342 6,144,239 - -

hire purchase and lease creditors (note 26) 10,960,166 4,528,352 - -

Trust receipt (note 25) 1,084,336 3,030,264 - -

16,417,844 13,702,855 - -

non-current liabilities

muniF notes (note 27) 63,397,052 63,304,007 63,397,052 63,304,007


71,768,941 72,029,872 63,397,052 63,304,007

Total borrowings

Bank overdrafts (note 25) 4,373,342 6,144,239 - -


muniF notes (note 27) 63,397,052 63,304,007 63,397,052 63,304,007

Trust receipt (note 25) 1,084,336 3,030,264 - -

88,186,785 85,732,727 63,397,052 63,304,007



25. BANk OVERDRAFTS AND TRuST RECEIpT

The bank overdrafts and trust receipt are secured by the following:

(a) pledge of fixed deposits together with interest accrued thereon vide memorandum of Deposit for Fixed Deposit Receipt and letter of set-off of a subsidiary;

(b) third party first charge pending the issuance of title over two units of freehold shop offices and a long term leasehold apartment of a subsidiary;

(c) debenture by way of fixed and floating charge over certain assets of a subsidiary;

(d) certain Directors guarantee from certain subsidiaries; and

(e) corporate guarantee from the Company.

26. hIRE puRChASE AND LEASE CREDITORS

Group2008 2007

RM RMminimum hire purchase and lease payments:

- not later than one year 11,170,383 4,544,933

- later than one year and not later than five years 8,427,946 8,739,552

- later than five years 17,518 -

19,615,847 13,284,485

less: Future interest charges (283,792) (30,268)

present value of hire purchase and lease creditors 19,332,055 13,254,217

Repayable as follows:

Current liabilities:

- not later than one year 10,960,166 4,528,352

non-current liabilities:

- later than one year and not later than five years 8,355,453 8,725,865

- later than five years 16,436 -

19,332,055 13,254,217

27. MuNIF NOTES

Duringthefinancialyear2006,theCompanyenteredintoaRM80,000,000MurabahahUnderwrittenNotes(“MUNIFNotes”)IssuanceFacility with two financial institutions. The facility has an availability period of seven years during which the Company may issue muniF notes up to a maximum outstanding amount of Rm80,000,000. The Company issued Rm80,000,000 muniF notes on 30 December 2005. muniF notes were issued at discount to face value and as at 31 march 2008 have repricing period of 3 months and bear interest at an effective rate ranges from 4.70% to 6.035% (2007: 4.77% to 6.035%) per annum.

The effective yield is determined on issuance and calculated from the day when the issuer confirms the acceptance of the placement.

The muniF notes have a maturity period ranging from five to seven years. The proceeds from the muniF notes have been used to partially finance the acquisition of FhB and FsT during the financial year 2006. The muniF notes were secured by a first charge over the shares of FhB and FsT.

information on financial risks and remaining maturity is disclosed in note 43.



28. pROVISION FOR pOST-EMpLOyMENT BENEFITS

AsubsidiaryoperatesanunfundeddefinedRetirementBenefitScheme(“theScheme”)foritseligibleemployees.UndertheScheme,eligibleemployees are entitled to post-employment benefits calculated by reference to their length of service and earnings.

The amounts recognised in the balance sheet are as follows:

Group2008 2007

RM RMpresent value of unfunded defined benefit obligations 45,779 36,783

The total expenses recognised in the income statement are as follows:

Group2008 2007

RM RMCurrent service cost - 26,745

interest cost - 10,038

expenses recognised in the income statement under administration expenses - 36,783

The movements during the financial year in the amount recognised in the balance sheet in respect of the post-employment benefit plans are as follows:

Group2008 2007

RM RMBalance as at 1 April 2007/2006 36,783 39,320

effect on foreign currency translation on opening balance 8,996 (2,537)

Balance as at 31 march 2008/2007 45,779 36,783

The principal actuarial assumptions used are as follows:

Group2008 2007

% %Discount rate 12 12

expected rate of salary increase 10 10

29. TRADE pAyABLES

The credit periods of trade payables range from 30 to 180 days from date of invoice. Certain subsidiaries of the group have been granted an extended credit term of up to 18 months from suppliers.

30. OThER pAyABLES, DEpOSITS AND ACCRuALS

Group Company2008 2007 2008 2007

RM RM RM RMother payables and accruals 33,293,796 26,503,366 657,715 1,238,092

unearned revenue 19,267,915 25,853,403 - -

Refundable deposits 1,475,210 695,620 - -

54,036,921 53,052,389 657,715 1,238,092

unearned revenue represents advance billings for contracts works and maintenance services.



31. CONTINGENT LIABILITIES

Company2008 2007

RM RMCorporate guarantees given to financial institutions for facilities granted to subsidiaries

- unsecured 28,502,246 12,500,000

- secured 20,600,000 5,000,000

Group

The following material litigations were pending as at 31 march 2008:

(i) A former employee of a subsidiary, myhB, has filed a claim against the said company for damages in respect of alleged defamatory and misleading statements in the explanatory statement to shareholders and scheme creditors and Circular to shareholders dated 15 october 2001.

The Board of Directors of myhB is of the opinion that the case can be defended on its own merit and that myhB has a strong basis for a defense. no provision has been made in the financial statements as the outcome is highly uncertain.

(ii) A subsidiary, WAng has filed an appeal to the penang high Court to challenge the decision of the industrial Court to award a sum of Rm651,006 to six of its former employees. To date, four of the claimants receiving the industrial Court Award have accepted payments under a rescue cum debt restructuring scheme undertaken by WAng in year 2001. The remaining two claimants with award sums totalling Rm123,790 is still pending, as the said employees did not file a proof of Claim during the rescue cum debt restructuring exercise and accordingly, they are deemed to have waived their claims. The Board of Directors of WAng has obtained professional legal advice and they are of the opinion that no further provision is required as the outcome is expected to be in favour of WAng.

(iii) A subsidiary, mypF has filed a motion to the penang high Court to challenge the judgement of the industrial Court to award a sum of Rm809,861 claimed by eight of its former employees. To date, six of the claimants receiving the industrial Court award have accepted payments under a rescue cum debt restructuring scheme undertaken by mypF and its holding company, myhB in year 2001. The remaining two claimants with award sums totalling Rm201,030 is still pending, as the said employees did not file a proof of Claim during the rescue cum debt restructuring exercise and accordingly, they are deemed to have waived their claims. The Board of Directors of mypF has obtained professional legal advice and are of the opinion that no further provision is required as the outcome is expected to be in favour of mypF.

32. REVENuE

Group Company2008 2007 2008 2007

RM RM RM RMContract works and sale of computer hardware,

software and accessories 259,186,237 163,485,219 - -

Dividend income 49,974 28,983 - -

maintenance and software support services 84,592,058 119,277,203 - -

management fees - - 3,357,600 3,486,400

Rental income 3,851,220 3,315,276 - -

347,679,489 286,106,681 3,357,600 3,486,400



33. pROFIT/(LOSS) BEFORE TAxGroup Company

2008 2007 2008 2007 RM RM RM RM

profit /(loss) before tax is arrived at after charging:

Allowance for diminution in value of other investments 1,561,178 677,629 - -

Allowance for doubtful debts 2,014,640 5,790,908 - -

impairment loss on goodwill 3,781,262 12,979,870 - -

Allowance for obsolete inventories - 406,094 - -

Amortisation of:

- software development costs (note 10) 843,071 494,326 - -

- muniF transaction costs 218,581 217,382 218,581 217,382

Auditors’ remuneration:

- current year 219,410 216,765 27,500 19,200

- under/(over) provision in prior years 5,670 (9,406) 8,300 3,000

Bad debts written off 70,139 701,707 - 304,360

Depreciation of:

- investment property (note 12) 9,750 13,000 - -

- property, plant and equipment (note7) 2,456,744 2,983,253 190,749 (205,198)

Directors’ remuneration:

- fees 204,342 203,100 174,342 160,708

- salaries and other emoluments 3,080,835 1,941,949 567,747 593,989

interest expense on:

- bank overdrafts 274,249 258,145 - -

- hire purchase and lease 340,236 132,031 - 8,783

- letter of credit and trust receipt 672,801 259,778 - -

- muniF notes 3,746,107 4,058,196 3,746,107 4,058,196

- term loans 63,469 - - -

- others - 1,303 134,541 331,032

inventories written off 429,102 163,968 - -

loss on disposal of:

- property, plant and equipment 255,069 20,359 - -

- assets of disposal groups held for sale 1,792,735 - - -

- other investments - 61,090 - -

property, plant and equipment written off (note 7) 18,071 31,708 - -

Realised loss on foreign currency translation 160,408 63,120 - -

unrealised loss on foreign currency translation 263,616 - - -

Rental of

- premises 3,044,228 3,062,024 252,461 156,434

- equipment 22,145 33,506 - -

software development costs written off (note 10) - 386,344 - -



33. pROFIT/(LOSS) BEFORE TAx (continued)Group Company

2008 2007 2008 2007 RM RM RM RM

And crediting:

Allowance for diminution in value of other investments

no longer required 697,830 - - -

Allowance for doubtful debts no longer required 3,486,288 547,777 - -

Bad debts recovered 62,211 427,020 - -

Dividend income from other investments 49,974 29,083 - -

gain on disposal of:- assets of disposal groups held for sale 355,200 - - -- property, plant and equipment 3,276 229,761 - - - other investments 188,210 - - - interest income on:- deposits with licensed banks 896,535 1,180,516 63,777 21,709- overdue accounts 415,298 - - - net gain on disposal of subsidiaries - 5,175,289 - 11,498,842Realised gain on foreign currency translation 3,748,041 1,411,370 - - unrealised gain on foreign currency translation 480,675 - - - Rental income- premises 40,420 64,359 - - - equipment 60,000 - - - Waiver of debts 2,003,758 - - -

34. TAx ExpENSE/(INCOME)Group Company

2008 2007 2008 2007 RM RM RM RM

Current tax expense based on profit for the financial year

malaysian income tax 4,465,830 4,024,507 93,399 -

Foreign income tax 116,122 - - -

4,581,952 4,024,507 93,399 -

under/(over) provision in prior years

malaysian income tax 59,110 196,578 178,084 (13,362)

Foreign income tax (12,932) - - -

46,178 196,578 178,084 (13,362)

4,628,130 4,221,085 271,483 (13,362)

Deferred tax (note 16)

Relating to originating and reversal of temporary

differences (205,967) (442,596) - -

Relating to changes in tax rates (18,400) (51,064) - -

under provision in prior years - 153,254 - -

(224,367) (340,406) - -

Total tax expense/(income) 4,403,763 3,880,679 271,483 (13,362)



34. TAx ExpENSE/(INCOME) (continued)

The malaysian income tax is calculated at the statutory tax rate of 26% (2007: 27%) of the estimated taxable profit for the fiscal year. The malaysian statutory tax rate has been reduced to 26% from the previous year’s rate of 27% for the fiscal year of assessment 2008 and to 25% for fiscal year of assessment 2009 onwards. The computation of deferred tax as at 31 march 2008 has reflected these changes.

Tax expense for other taxation authorities are calculated at the rates prevailing in those respective jurisdictions.

The numerical reconciliation between the average effective tax rate and the applicable tax rate of the group and of the Company are as follows:

Group Company2008 2007 2008 2007

% % % %Applicable tax rate 26.0 (27.0) (26.0) 27.0

Tax effect in respect of:

non-allowable expenses 67.3 110.7 28.0 5.2

non-taxable income (14.1) (52.9) - (45.0)

utilisation of tax losses and capital allowances not

recognised in prior year (11.5) (33.0) - 12.8

unused tax losses and unabsorbed capital allowances

not recognised 30.8 75.8 - -

Foreign tax 2.7 - - -

Reduction in deferred taxes resulting from reduction

in tax rate (0.4) (1.0) - -

Reduction in statutory tax rate on first Rm500,000

chargeable income for certain subsidiaries (1.4) (1.8) - -

99.4 70.8 2.0 -

under/(over) provision in prior year 1.1 7.0 3.8 (0.2)

Average effective tax rate 100.5 77.8 5.8 (0.2)

Tax savings of the group is as follows:

Group2008 2007

RM RMArising from utilisation of previously unrecognised tax

losses and capital allowances 298,843 1,648,279

subject to the agreement of the inland Revenue Board, the group has unused tax losses amounting to approximately Rm82,979,000 (2007: Rm82,375,000) and unabsorbed capital allowances of approximately Rm3,609,000 (2007: Rm1,592,000) available to set-off against future taxable income.



35. LOSS pER ORDINARy ShARE

(a) Basic loss per ordinary share

Basic loss per ordinary share for the financial year is calculated by dividing the loss after tax and minority interest for the financial year by the weighted average number of ordinary shares outstanding during the financial year.

Group 2008 2007

loss attributable to equity holders of the Company (1,969,588) (11,322,203)

Weighted average number of ordinary shares in issue 183,770,064 169,703,453

Basic loss per ordinary share (sen) (1.07) (6.67)

(b) Fully diluted earnings per ordinary share

Fully diluted earnings per ordinary share is calculated based on the group’s adjusted earnings after tax and minority interest divided by the enlarged weighted average number of ordinary shares in issue and issuable during the financial year.

Fully diluted earnings per ordinary share is not presented as there is an anti-dilutive effect on the conversion of iCps outstanding at year end to ordinary shares.

36. ACQuISITION OF SuBSIDIARIES AND MINORITy INTEREST

Business Combination

The fair value of the assets acquired and the liabilities assumed from the acquisition of subsidiary namely Cls in the previous financial year as disclosed in note 8 to the financial statements are as follows:

Group2007

RMproperty, plant and equipment (note 7) 209,824

software development (note 10) 598,895

Receivables 6,912,975

Deposit with licensed bank 1,209,099

Cash and bank balances 1,391,999

payables (12,284,723)

(1,961,931)

Add: goodwill on consolidation (note 15) 7,461,931

Total cash consideration 5,500,000

less: Cash and cash equivalents of the subsidiary acquired (2,601,098)

Cash flow on acquisition, net of cash and cash equivalent acquired 2,898,902

Acquisition of Minority Interest

During the previous financial year, the group acquired an additional 30% interest in CnA and Cns for Rm4,018,006 (inclusive of cost of acquisition) and Rm2,000,000 respectively in cash, increasing its ownership in both CnA and Cns from 70% to 100%. The carrying amounts of CnA and Cns net assets in the consolidated financial statements on the date of the acquisition were Rm6,393,830 and Rm3,701,382 respectively. The group recognised a decrease in minority interest of Rm3,028,564 and goodwill of Rm2,989,443.



37. DISpOSAL OF SuBSIDIARIES

During the previous financial year, the Company disposed off its subsidiaries, namely Applied information management services sdn. Bhd. (“AIMS”)andAtlasCSFSdn.Bhd.(“ATLAS”).Thefairvalueoftheassetsdisposedandtheliabilitiesdischargedare:

Group2007

RMproperty, plant and equipment (note 7) 9,548,831

investment in subsidiary 100,002

other investments 1,346,732

inventories 2,031,763

Receivables 24,794,403

Cash and cash equivalent (51,010)

payables (20,157,564)


15,563,036

Add: goodwill on consolidation (note 15) 15,761,675

Total net assets disposed off 31,324,711

Total disposal proceeds 36,500,000

gain on disposal 5,175,289

Cash inflow arising from disposal

Cash consideration representing cash inflow of the Company 36,500,000

Cash and cash equivalents of subsidiaries disposed off 51,010

net cash inflow from disposal 36,551,010

The disposal of subsidiaries had the following effect on the financial results of the Company:

Total disposal proceeds 36,500,000

less: Cost of investment in subsidiaries (25,001,158)

gain on disposal of subsidiaries 11,498,842

38. EMpLOyEE BENEFITS

The total employee benefits recognised in the income statements are as follows:

Group Company2008 2007 2008 2007

RM RM RM RMsalaries, wages, bonuses and allowances 32,839,424 32,347,413 1,885,560 1,455,348

Defined contribution plan 3,900,817 3,943,823 216,072 176,250

other employee benefits 2,774,358 2,558,887 49,379 68,720

39,514,599 38,850,123 2,151,011 1,700,318

included in the employee benefits of the group and of the Company are executive Directors’ remuneration amounting to Rm3,080,835 (2007: Rm1,941,949) and Rm567,747 (2007: Rm593,989) respectively.



39. CASh AND CASh EQuIVALENTS

Cash and cash equivalents included in the cash flow statements comprise the following balance sheets amounts:

Group Company2008 2007 2008 2007

RM RM RM RMCash and bank balances (note 20) 19,924,462 15,009,970 1,581 32,883

Fixed deposits (note 20) 5,017,636 3,222,300 - 198,728

short term commercial papers (note 20) 24,320,136 28,093,250 - -

Bank overdrafts (note 24) (4,373,342) (6,144,239) - -

44,888,892 40,181,281 1,581 231,611

less: Deposits pledged to licensed banks (note 20) (4,846,029) (3,018,350) - -

40,042,863 37,162,931 1,581 231,611

40. RELATED pARTy DISCLOSuRES

(a) identities of related parties

parties are considered to be related to the group if the group has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the group and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.

The Company has controlling related party relationship with its direct and indirect subsidiaries.

(b) in addition to the transactions detailed elsewhere in the financial statements, the group and the Company had the following transactions with related parties during the financial year:

Company2008 2007

RM RMsubsidiaries:

interest expense 134,541 331,032

management fees received 3,357,600 3,486,400

purchase of property, plant and equipment 2,994 -

The related party transactions described above were carried out on terms and conditions not materially different from those obtainable from transactions with unrelated parties.

(c) Compensation of key management personnel

The remuneration of Directors and other key management personnel during the financial year was as follows:Group

2008 2007 RM RM

Directors’ fees 204,342 203,100

salaries and other short term employee benefits 5,626,885 4,659,634



40. RELATED pARTy DISCLOSuRES (continued)

(c) Compensation of key management personnel (continued)Company

2008 2007 RM RM

Directors’ fees 174,342 160,708

salaries and other short term employee benefits 567,747 593,989

41. SEGMENT REpORTING

(a) Reporting format

The primary segment reporting format is determined to be business segments as the group’s risks and returns are affected predominantly by differences in the products and services it produces. secondary information is reported geographically.

(b) Business segments

The group’s comprise the following business segments:

information technology : provision of information technology sales and services

others : property development and investment holding

Information2008 technology Others Elimination Consolidation

RM RM RM RMRevenue

external sales 343,798,209 3,881,280 - 347,679,489

inter-segment sales 34,022,463 3,357,600 (37,380,063) -

Total 377,820,672 7,238,880 (37,380,063) 347,679,489

Results

segment results 12,291,658 (233,652) (3,889,127) 8,168,879

interest expense (5,096,862)

interest income 1,311,833

profit before tax 4,383,850

Tax expense (4,403,763)

loss for the year (19,913)

Other information

segment assets 264,691,019 238,503,248 - 503,194,267

segment liabilities 131,151,467 162,167,572 - 293,319,039

Capital expenditure 1,591,191 53,291 - 1,644,482

Depreciation and amortisation 3,081,557 228,008 - 3,309,565

non-cash expenses other than

depreciation and amortisation 8,393,076 1,792,735 - 10,185,811



41. SEGMENT REpORTING (continued)

(b) Business segments (continued)

Information2007 technology Others Elimination Consolidation

RM RM RM RMRevenue

external sales 282,801,226 3,305,455 - 286,106,681

inter-segment sales 43,679,225 3,496,221 (47,175,446) -

Total 326,480,451 6,801,676 (47,175,446) 286,106,681

Results

segment results 10,425,398 (1,186,858) (10,699,777) (1,461,237)

interest expense (4,709,453)

interest income 1,180,516

loss before tax (4,990,174)

Tax expense (3,880,679)

loss for the year (8,870,853)

Other information

segment assets 283,102,976 211,754,737 - 494,857,713segment liabilities 121,501,040 163,481,050 - 284,982,090Capital expenditure 5,397,398 255,132 - 5,652,530Depreciation and amortisation 3,662,366 (171,787) - 3,490,579non-cash expenses other than depreciation and amortisation 10,232,397 7,335,378 - 17,567,775

All inter segment transactions within the group have been entered and established on negotiated terms and conditions.

(c) geographical segments

no segmental reporting on geographical location has been prepared as the group’s activities are predominantly conducted within malaysia.

42. pROFIT GuARANTEE

Threemajorshareholdersof theCompany(“theGuarantors”)had jointlyandseverallyguaranteedthat theaggregate forecastedprofitbefore tax of the group’s six active subsidiaries, namely ABs, FBs, Aims, CnA, Cns and ATlAs, should not be less than Rm28,486,358 and Rm21,462,302 for the financial years ended 31 march 2003 and 31 march 2002 respectively.

Based on the audited financial statements of the respective subsidiaries for the financial years ended 31 march 2003 and 31 march 2002, the aggregate profit before tax of these subsidiaries amounted to Rm12,642,929 and Rm17,291,657, thus giving rise to a shortfall of Rm15,843,429 and Rm4,170,645 respectively.

The guarantors have submitted a proposal for settlement arrangement to the securities Commission with respect to their guarantee obligations for 2003 and 2002. The outcome is still pending as at the date of this report.



43. FINANCIAL INSTRuMENTS

(a) Financial risk management objectives and policies

The Board of Directors recognises the importance of financial risk management in the overall management of the group’s business. A sound risk management system will not only mitigate financial risk but will be able to create opportunities if risk elements are properly managed.

The group’s overall financial risk management objective is to ensure the group creates value for its shareholders while minimising potential adverse effects on the performance of the group. Financial risk management is carried out through risk reviews, internal control systems and adherence to the group’s financial risk management policies set out as follows:

(i) Foreign currency risk

The group is exposed to foreign currency risk as a result of the foreign currency denominated transactions entered into by the group during the course of business. The currencies involved are primarily us Dollar, pound sterling, singapore Dollar and euro. Transactions in all other currencies are minimal. The group monitors the movement in foreign currency exchange rates closely to ensure their exposure is minimised. The group does not use derivative financial instruments to hedge these risks.

The net unhedged financial assets and liabilities of the group that are not demominated in their functional currencies are as follows:

Functional currenciesRinggit Indonesian

Group Malaysia Rupiah Total RM RM RM

31 March 2008

Financial assets and liabilities not held in

functional currency

Trade receivables

us Dollar 2,293,361 8,511,333 10,804,694

Trade payables

us Dollar 10,953,939 6,940,739 17,894,678

euro 3,403 - 3,403

singapore Dollar 41,625 4,729 46,354

10,998,967 6,945,468 17,944,435

other payables, deposits and accruals

us Dollar - 1,384,886 1,384,886

Cash and cash equivalents

Australian Dollar 197 - 197

new Zealand Dollar 855 - 855

pound sterling 2,087 - 2,087

singapore Dollar 519 109 628

us Dollar 2,037 248,084 250,121

hong Kong Dollar 2 - 2

5,697 248,193 253,890



43. FINANCIAL INSTRuMENTS (continued)

(a) Financial risk management objectives and policies (continued)

(i) Foreign currency risk (continued)

Functional currencies

Ringgit Indonesian

Group Malaysia Rupiah Total

RM RM RM

31 March 2007

Financial assets and liabilities not held in

functional currency

Trade receivables

us Dollar 9,571,087 - 9,571,087

singapore Dollar - 3,751 3,751

9,571,087 3,751 9,574,838

other receivables, deposits and prepaymentssingapore Dollar - 1,925,761 1,925,761

Trade payablesus Dollar 5,799,347 42,366 5,841,713euro 33,798 - 33,798singapore Dollar - 4,376 4,376

5,833,145 46,742 5,879,887other payables, deposits and accrualsus Dollar - 39,088 39,088singapore Dollar - 129,626 129,626

- 168,714 168,714Cash and cash equivalentsAustralian Dollar 197 - 197new Zealand Dollar 1,126 - 1,126pound sterling 2,087 - 2,087singapore Dollar 2,509 - 2,509us Dollar 595,329 60,179 655,508hong Kong Dollar 2 - 2

601,250 60,179 661,429Bank overdraftsus Dollar 741,166 - 741,166

(ii) Interest rate risk

The group’s exposure to risk of changes in interest rates is related primarily to the group’s cash deposits placed with licensed banks and borrowings. interest rate exposure arising from the group’s borrowings is managed through the use of fixed and floating rates debts. The group does not use derivative financial instruments to hedge these risks.

The following tables set out the carrying amounts, the weighted average effective interest rates as at the balance sheet date and the remaining maturities of the group’s and the Company’s financial instruments that are exposed to interest rate risk:





(ii) Interest rate risk (continued)

Weightedaverage

effectiveinterest Within 1 - 2 2 - 3 3 - 4 4 - 5 More than

rate 1 year years years years years 5 years Total Note % RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

GroupAt 31 March 2008

Fixed ratesFixed deposits 20 3.11 5,018 - - - - - 5,018hire purchase and lease creditors 26 1.40 10,960 6,976 1,233 88 59 16 19,332

Floating ratesshort term commercial papers 20 2.66 24,320 - - - - - 24,320Bank overdrafts 24 8.52 4,373 - - - - - 4,373Trust receipt 24 8.25 1,084 - - - - - 1,084muniF notes 24 6.04 - 10,000 10,000 10,000 33,397 - 63,397

At 31 March 2007

Fixed ratesFixed deposits 20 3.10 3,222 - - - - - 3,222hire purchase and lease creditors 26 1.34 4,528 4,913 3,813 - - - 13,254

Floating ratesshort term commercial papers 20 3.55 28,093 - - - - - 28,093Bank overdrafts 24 8.00 6,144 - - - - - 6,144Trust receipt 24 8.40 3,030 - - - - - 3,030muniF notes 24 6.04 - - 10,000 10,000 10,000 33,304 63,304

CompanyAt 31 March 2008

Floating ratesmuniF notes 24 6.04 - 10,000 10,000 10,000 33,397 - 63,397

At 31 March 2007

Fixed ratesFixed deposits 20 3.10 199 - - - - - 199

Floating ratesmuniF notes 24 6.04 - - 10,000 10,000 10,000 33,304 63,304





(iii) Liquidity and cash flow risks

The group actively manages its operating cash flows and debt maturity profile so as to ensure all commitments and funding needs are met. As part of the overall liquidity management, it is the group’s policy to ensure continuity in servicing its future cash obligations by forecasting its cash commitments and maintaining sufficient level of cash and cash equivalents to meet its working capital requirements. in addition, the group maintains sufficient banking facilities to meet its operational needs.

(iv) Credit risk

Credit risk, which is the risk of counterparties defaulting, is controlled by the application of credit approvals, limits and monitoring procedures. Credit evaluations are performed on customers requiring credit exceeding a certain amount and by limiting the group’s business associations to parties with high credit worthiness. Trade receivables are monitored on an ongoing basis to ensure that the group is exposed to minimal credit risk.

As at balance sheet date, the group has trade receivables of Rm40,288,345 (2007: Rm46,692,207) which has been outstanding longer than the normal credit period and a total placement of Rm29,337,772 (2007: Rm31,315,550) in deposits with major licensed banks in malaysia. other than as mentioned, the group has no significant concentration of credit risk. The maximum exposures to credit risk are represented by the carrying amounts of the financial assets in the balance sheet.

(b) Fair values

The carrying amounts of financial instruments of the group and of the Company as at the balance sheet date approximate their fair values due to the relatively short term maturity of the financial instruments except as set out below:

GroupCarrying Fairamount value

RM RMAs at 31 March 2008

Recognised

other investments: Quoted investments in malaysia 9,208,524 7,476,375 Transferable golf memberships 161,000 152,500non-current other receivables 9,235,325 8,630,284Term loans and revolving credits 94,500,000 #non-current hire purchase and lease creditors 8,371,889 7,794,356

As at 31 March 2007

Recognised

other investments: Quoted investments 10,280,062 8,616,500 Transferable golf memberships 161,000 152,500non-current other receivables 12,680,131 11,977,077Term loans and revolving credits 98,325,000 #

non-current hire purchase and lease creditors 8,725,865 8,042,493

# The fair value of term loans and revolving credits are subject to the crystallisation value of the assets of disposal groups classified as held for sale of the group as detailed in note 21.




(b) Fair values (continued)

The methods and assumptions used by management to determine fair values of financial instruments are as follows:

(i) other investments - Quoted investments in malaysia

The fair value of quoted investments in malaysia is determined by reference to the stock exchange quoted market bid prices at the close of the business on the balance sheet date.

(ii) other investments – Transferable golf memberships

The fair value of transferable golf memberships is at their current market price.

(iii) other receivables

Fair value of long term other receivables has been determined using discounted cash flows technique. The discount rates used are based on average cost of debts of the group of 6.19%.

(iv) hire purchase and lease creditors

Fair value of these borrowings has been determined using discounted cash flows technique. The discount rates used are based on the average cost of debts of the group of 6.19%.

(c) Call and put options

On7October2002,asubsidiary,namelyFHB,enteredintoasaleandoptionagreementwithCorakGelombangSdn.Bhd.(“CGSB”)which granted FhB the right to exercise a call option to acquire the remaining 30% equity interest in a subsidiary, DgB. The agreement also grant CgsB a right to exercise a put option which requires FhB to purchase the remaining 30% equity interest in DgB. The exercise price of the call and put options shall be at 2.5 times of the net tangible assets per share of DgB.

On28November2003,FHBhadenteredintoaSupplementalAgreementwithCGSB,LauChiChiang(“LCC”)andRobinLimJinHee(“RL”)foraconsenttothetransferofCGSB’sentireequityinterestinDGBcomprising189,000ordinarysharesofRM1.00each,representing 30% of the total issued and paid-up share capital in DgB to both lCC and Rl. lCC and Rl will assume all the rights and obligations in respect of the sale and option agreement, following the transfer of shares.

on 23 september 2004, the shareholders of the then ultimate holding company, perduren (m) Berhad approved the proposed acquisition by FhB to acquire 37,800 and 25,200 ordinary shares of Rm1.00 each from lCC and Rl respectively, which are collectively an additional 10%equityinterestinDGBcomprising63,000ordinarysharesofRM1.00eachforatotalcashconsiderationofRM5,980,727(“ProposedAcquisition”).Theacquisitionof63,000ordinarysharesofRM1.00eachhasbeencompletedon23January2006.

The details of the call and put options between FhB, lCC and Rl in relation to the balance 20% shares in DgB are as follows:

No of sharesOptions exercisable by under the options Exercise periodput optionlCC and Rl 126,000 Both lCC and Rl shall only be entitled to exercise the put

option at any time in an event of a change in certain substantial shareholders of perduren (m) Berhad, the former ultimate holding company.

Call optionFhB 126,000 FhB shall only be entitled to exercise the call option

in respect of not more than 63,000 ordinary shares in DgB at any one calendar year commencing from the first anniversary date of the sale and option agreement.

it is not practical to estimate the fair value of the call and put options reliably due to uncertainty of timing, costs and eventual outcome.



44. SIGNIFICANT EVENT DuRING ThE FINANCIAL yEAR

on 24 september 2007, the group had incorporated a wholly-owned subsidiary namely ppA through its 70% owned subsidiary, namely Cls with Rm10.00 issued and paid up capital comprising 10 ordinary shares of Rm1.00 each.

45. EVENT SuBSEQuENT TO ThE BALANCE ShEET DATE

on 19 June 2008, the Company entered into a Conditional share sale Agreement with Devaharan A/l Appukutten in relation to the disposal of the entire equity interest in DCR comprising 2 ordinary shares of Rm1.00 each for a total consideration of Rm2.00. The proposed disposal has yet to be completed as at the date of this report.

46. COMpARATIVE FIGuRES

Certain comparative figures have been reclassified in order to conform with the current year’s presentation as follows:-

As previously Asreported Reclassification restated

RM RM RMGroupBalance sheetsother receivables, prepayments and deposits-non-current - 12,680,131 12,680,131-current 44,077,049 (12,680,131) 31,396,918Deferred tax assets 38,000 470,799 508,799Deferred tax liabilities (621,746) (470,799) (1,092,545)

Income statementsChanges in inventories (2,260,512) 279,525 (1,980,987)purchases (202,417,360) (279,525) (202,696,885)Depreciation and amortisation expenses (3,121,414) (369,165) (3,490,579)employee benefits (39,967,997) 1,117,874 (38,850,123)Finance costs (5,469,085) (217,382) (5,686,467)other operating expenses (37,901,825) (531,327) (38,433,152)

Cash flow statementsBad debts recovered - (427,020) (427,020)(increase)/Decrease in trade receivables 5,208,418 427,020 5,635,438

CompanyIncome statementsFinance costs (4,426,490) (217,382) (4,643,872)other operating expenses (1,958,998) 217,382 1,741,616

Cash flow statementsinterest expense 4,066,979 331,032 4,398,011interest paid (4,066,979) (331,032) (4,398,011)



analysis of ordinary shareholdingsas at 30 June 2008

Authorised share Capital : Rm500,000,000.00issued and paid-up share Capital : Rm183,770,564.00

Class of shares : ordinary shares of Rm1.00 eachVoting Rights : 1 vote per ordinary sharenumber of shareholders : 4,733

DISTRIBuTION OF ShAREhOLDERSaccording to statistical summary of the Record of Depositors as at 30 June 2008

Size of holdingNo. of

Shareholders% of

ShareholdersNo. of

Shares held% of

Issued Capital

less than 100 shares 436 9.21 19,614 0.01100 to 1,000 shares 3,463 73.17 1,298,479 0.711,001 to 10,000 shares 636 13.44 2,267,767 1.2310,001 to 100,000 shares 113 2.39 3,973,438 2.16100,001 to less than 5% of issued shares 83 1.75 138,192,413 75.205% and above of issued shares 2 0.04 38,018,853 20.69Total 4,733 100.00 183,770,564 100.00

LIST OF ThIRTy LARGEST ShAREhOLDERSaccording to the Record of Depositors as at 30 June 2008

Name No. of Shares held %

1. m.i.T nominees (Tempatan) sdn Bhd pledged securities Account for megat najmuddin Bin haji megat Khas

26,998,853 14.69

2. m.i.T nominees (Tempatan) sdn Bhd pledged securities Account for mah siew Kwok

11,020,000 6.00

3. Kenanga nominees (Tempatan) sdn Bhd pledged securities Account for Chan ngow

7,969,830 4.34

4. JF Apex nominees (Tempatan) sdn Bhd pledged securities Account for Dato’ seri megat najmuddin Bin Datuk seri haji megat Khas

7,660,104 4.17

5. m.i.T nominees (Tempatan) sdn Bhd pledged securities Account for Chan ngow

7,520,025 4.09

6. osK nominees (Tempatan) sdn Berhad pledged securities Account for Rahim Bin Baba

6,320,000 3.44

7. JF Apex nominees (Tempatan) sdn Bhd pledged securities Account for Rahim Bin Baba

6,315,862 3.44

8. JF Apex nominees (Tempatan) sdn Bhd Teh & lee for Chan ngow

4,471,250 2.43

9. JF Apex nominees (Tempatan) sdn Bhd Teh & lee for Rahim Bin Baba

4,471,250 2.43


analysis of ordinary shareholdingsas at 30 June 2008 (continued)

Name No. of Shares held %

10. JF Apex nominees (Tempatan) sdn Bhd Teh & lee for megat najmuddin Bin haji megat Khas

4,471,250 2.43

11. JF Apex nominees (Tempatan) sdn Bhd pledged securities Account for Rahim Bin Baba

4,402,000 2.40

12. uoBm nominees (Tempatan) sdn Bhd pledged securities Account for mah siew Kwok

4,339,085 2.36

13. TA nominees (Tempatan) sdn Bhd pledged securities Account for Cheam Wooi seong

4,265,100 2.32

14. JF Apex nominees (Tempatan) sdn Bhd pledged securities Account for Abdul halim Bin Abdul Karim

4,205,000 2.29

15. Formis holdings Bhd 4,182,600 2.28

16. Kenanga nominees (Tempatan) sdn Bhd pledged securities Account for Abdul halim Bin Abdul Karim

3,892,100 2.12

17. Amsec nominees (Tempatan) sdn Bhd pledged securities Account for mah siew Kwok

3,738,200 2.03

18. JF Apex nominees (Tempatan) sdn Bhd pledged securities Account for mah siew Kwok

3,658,620 1.99

19. Amsec nominees (Tempatan) sdn Bhd pledged securities Account for phang Ah lim

3,128,000 1.70

20. Amsec nominees (Tempatan) sdn Bhd pledged securities Account for megat najmuddin Bin haji megat Khas

3,000,000 1.63

21. Amsec nominees (Tempatan) sdn Bhd pledged securities Account for megat najmuddin Bin haji megat Khas

3,000,000 1.63

22. Amsec nominees (Tempatan) sdn Bhd pledged securities Account for Tee hong Cheat

2,818,800 1.53

23. Cimsec nominees (Tempatan) sdn Bhd CimB Bank for loh Chen yook

2,000,000 1.09

24. eB nominees (Tempatan) sendirian Berhad pledged securities Account for megat najmuddin Bin megat Khas

2,000,000 1.09

25. hlB nominees (Tempatan) sdn Bhd pledged securities Account for Dato’ mah siew Kwok

1,982,635 1.08

26. TA nominees (Tempatan) sdn Bhd pledged securities Account for Abdul halim Bin Abdul Karim

1,867,345 1.02

27. Kenanga nominees (Tempatan) sdn Bhd pledged securities Account for yip yew Kin @ Justin

1,605,000 0.87

28. eB nominees (Tempatan) sendirian Berhad pledged securities Account for Chan Chee leong

1,583,000 0.86

29. eB nominees (Tempatan) sendirian Berhad pledged securities Account for Rahim Bin Baba

1,550,000 0.84

30. lee Kwee yoong 1,550,000 0.84

Total 145,985,909 79.44


analysis of ordinary shareholdingsas at 30 June 2008 (continued)

SuBSTANTIAL ShAREhOLDERSaccording to the Register of Substantial Shareholders as at 30 June 2008

No. of Shares heldName Direct Interest % Deemed Interest %

1. Tan sri Dato’ seri megat najmuddin Bin Datuk seri Dr. hj. megat Khas 48,289,243 ^ 26.28 - -

2. Dato’ mah siew Kwok 25,390,540 ^ 13.82 - -3. Chan ngow 21,185,530 ^ 11.53 10,000 # 0.0054. Datuk Rahim Bin Baba 23,059,112 ^ 12.55 - -5. Abdul halim Bin Abdul Karim 10,905,174 ^ 5.93 - -

DIRECTORS’ INTERESTS IN ThE COMpANyaccording to the Register of Directors’ Interests as at 30 June 2008

No. of Shares heldName Direct Interest % Deemed Interest %

1. Tan sri Dato’ seri megat najmuddin Bin Datuk seri Dr. hj. megat Khas

48,289,243 ^ 26.28 - -

2. Dato’ mah siew Kwok * 25,390,540 ^ 13.82 - -3. Chan ngow 21,185,530 ^ 11.53 10,000 # 0.0054. Datuk Rahim Bin Baba 23,059,112 ^ 12.55 - -5. Wong pooi lam * 1 - 500,000 ** 0.276. Dato’ hairuddin Bin mohamed - - - -7. Au yong Kam Weng - - - -8. Ahmad Bin Khalid 1 - - -

^ Direct shareholdings are interests held by the shareholder as well as / or in the respective shareholder’s name by nominee companies.** Deemed interested by virtue of indirect shareholding of ordinary shares held by spouse.* The parties are deemed to be connected persons by virtue of section 122A of the Companies Act 1965.# Deemed interested by virtue of indirect shareholding of ordinary shares held by his daughter.


analysis of convertible securities holdingsas at 30 June 2008

ClassofShares : 2%IrredeemableCumulativeConvertiblePreferenceShares2002/2009(“ICPS”)withnominalvalueofRM1.00each

Authorised share Capital : Rm16,811,671.00issued and paid-up Capital : Rm2,129,635.00Voting Rights : The iCps does not carry any right to vote at any general meeting of the Company, nor the right to receive notices

of meetings except for the right to receive notice of and attend (either in person or by proxy) any general meeting where the preference shareholder shall be entitled, on a poll at any such general meeting, to one vote for each preference shares held by him :

i) upon any resolution which varies or is deemed to vary the rights and privileges attaching to the preference shares;

ii) when the dividend or part of the dividend on the shares is in arrears for more than six (6) months; iii) upon any resolution to reduce the Company’s share capital; iv) upon any resolution for the disposal of the whole of the Company’s property, business and undertaking; v) upon any resolution for the winding up of the Company; and vi) during the winding up of the Company.number of iCps holders : 84

DISTRIBuTION OF ICpS hOLDERSaccording to statistical summary of the Record of Depositors as at 30 June 2008

Size of holdingNo. of

ICpS holders% of

ICpS holdersNo. of

ICpS held% of

ICpS Issued

less than 100 iCps 0 0.00 0 0.00100 to 1,000 iCps 74 88.10 73,500 3.451,001 to 10,000 iCps 7 8.33 30,500 1.4310,001 to 100,000 iCps 2 2.38 25,635 1.20100,001 to less than 5% of issued iCps 0 0.00 0 0.005% and above of issued iCps 1 1.19 2,000,000 93.91Total 84 100.00 2,129,635 100.00

LIST OF ThIRTy LARGEST ICpS hOLDERSaccording to the Record of Depositors as at 30 June 2008

Name No. of ICpS held %

1. m.i.T nominees (Tempatan) sdn Bhd pledged securities Account for mah siew Kwok

2,000,000 93.91

2. lim Chee Wee 14,246 0.673. perkhidmatan Keselamatan laksamana (m) sdn Bhd 11,389 0.534. Chan ngow 10,000 0.475. Rahim Bin Baba 10,000 0.476. loh sai eng 4,500 0.217. Tee hong Cheat 1,900 0.098. george A/l oommen 1,600 0.089. Wong gek Keong 1,400 0.0710. Chan Kah leng 1,100 0.0511. Ace synergy insurance Berhad 1,000 0.0512. Active Trend sdn Bhd 1,000 0.05


Name No. of ICpS held %

13. Advantis network & system sdn Bhd 1,000 0.0514. Airoceanic express sdn Bhd 1,000 0.0515. Alphacon Technical services sdn Bhd 1,000 0.0516. Alurtenaga sdn Bhd 1,000 0.0517. Aquarius media sdn Bhd 1,000 0.0518. Armourbuilt sdn Bhd 1,000 0.0519. Asian premium gallery (m) sdn Bhd 1,000 0.0520. Berjaya Times square sdn Bhd 1,000 0.0521. Chai yong heng 1,000 0.0522. Chan gee Wai 1,000 0.0523. Cheng leong Chuan 1,000 0.0524. Chong siow Fah 1,000 0.0525. Chong siow Fah 1,000 0.0526. Datapower sendirian Berhad 1,000 0.0527. Deliriumcybertouch sdn Bhd 1,000 0.0528. Dihoma sendirian Berhad 1,000 0.0529. Donovan systems (malaysia) sdn Bhd 1,000 0.0530. eCs Ku sdn Bhd 1,000 0.05

Total 2,076,135 97.49

SuBSTANTIAL ICpS hOLDERSaccording to the Register of Substantial ICpS holders as at 30 June 2008

No. of ICpS heldName Direct Interest % Deemed Interest %

1. Dato’ mah siew Kwok 2,000,000 ^ 93.91 - -

DIRECTORS’ ICpS INTERESTS IN ThE COMpANyaccording to the Register of Directors’ ICpS Interests as at 30 June 2008

No. of ICpS heldName Direct Interest % Deemed Interest %

1. Tan sri Dato’ seri megat najmuddin Bin Datuk seri Dr. hj. megat Khas

- - - -

2. Dato’ mah siew Kwok 2,000,000 ^ 93.91 - -3. Chan ngow 10,000 0.47 - -4. Datuk Rahim Bin Baba 10,000 0.47 - -5. Wong pooi lam - - - -6. Dato’ hairuddin Bin mohamed - - - -7. Au yong Kam Weng - - - -8. Ahmad Bin Khalid - - - -

^ iCps are registered under m.i.T nominees (Tempatan) sdn Bhd.

analysis of convertible securities holdingsas at 30 June 2008 (continued)


Options, Warrants or Convertible Securities

During the financial year, Rm2,000 nominal value of 2% irredeemable Cumulative Convertible preference shares 2005/2009 of Rm1.00 each (“ICPS”)havebeenconvertedinto2,000newordinarysharesofRM1.00eachbytenderingone(1)ICPSforeveryone(1)newordinaryshareinthe Company.

The Company did not issue any warrants during the financial year.

Non-Audit Fees

non-statutory audit fee of Rm3,000 was paid to the external auditors for the financial year ended 31 march 2008.

profit Guarantee

Three(3)majorshareholdersoftheCompany(“theGuarantors”)hadjointlyandseverallyguaranteedthattheaggregateforecastedprofitbeforetax of the group’s six (6) subsidiary companies namely Applied Business systems sdn Bhd, FoRmis BAss software sdn Bhd, Continuous network Advisers sdn Bhd and Continuous network services sdn Bhd and Applied information management services sdn Bhd and Atlas CsF sdn Bhd (both the then subsidiary companies of the Company), should not be less than a guaranteed sum of Rm28,486,358 and Rm21,462,302 for the financial years ended 31 march 2003 and 31 march 2002 respectively.

Based on the audited financial statements of the respective companies for the financial years ended 31 march 2003 and 31 march 2002, the aggregate profit before tax of these companies amounted to Rm12,642,929 and Rm17,291,657, thus giving rise to a shortfall of Rm15,843,429 and Rm4,170,645 respectively.

The guarantors have submitted a proposal for settlement arrangement to the securities Commission with respect to their guarantee obligations for 2003 and 2002. The outcome is still pending.

Material Contracts

There were no material contracts entered into by the group and the Company involving the interest of its Directors and major shareholders of the group and of the Company which were still subsisting as at the end of the financial year under review or which were entered into since the end of the previous financial year.

Revaluation of Landed properties

no revaluation was carried out by the group or the Company on landed properties during the financial year.

The group and the Company do not adopt a policy of regular revaluation of its landed properties as such exercises would only be carried out when deemed appropriate by the Directors.

Other Information


List of Properties

Company Address Existing use Land AreaLease Expiry

Date

Date of Acquisition/Revaluation

Approximate Age of

Building (years)

Net Book Value

mypF p.T. 8574, mukim sungai pasir, h.s.(m) 148/90, Kedah

Factory Building

130,680 sq ft leasehold12.3.2050

1.3.1999 13 3,500,000

npsB lot 1239, section 13

Town of georgetown, north east District penang

office building 10,619.4 sq m Freehold 8.8.2006 13 91,000,000

ClsB lot 259, mukim Briah,

Daerah Krian, perakland 2.70 acres Freehold 21.9.1999 12 32,265

ABs lot A1CA03, mukim

sungai Buloh, h.s.(D) 119688, pT38086, District of petaling, selangor Darul ehsan

shop office 1,540 sq ft leasehold10.8.2097

25.6.1998 9 650,000

FCs lot A1CA04, mukim

sungai Buloh, h.s.(D) 119687, pT38085, District of petaling, selangor Darul ehsan

shop office 1,540 sq ft leasehold10.8.2097

25.6.1998 9 627,250

95,809,515

i/We, nRiC no.:

of

being a member / members of FoRmis ResouRCes BeRhAD, hereby appoint

nRiC no.:

of

or failing him/her, nRiC no.:

of

or failing whom, The ChAiRmAn oF The meeTing as my/our proxy to vote for me/us and on my/our behalf at the eighth Annual general meeting of the Company, to be held at sime Darby Convention Centre, Banyan & Casuarina, ground Floor, 1A, Jalan Bukit Kiara 1, 60000 Kuala lumpur on Wednesday, 10 september 2008 at 10.30 a.m. and at any adjournment thereof in the manner as indicated below:

Resolutions For Against

ResoluTion 1

ResoluTion 2

ResoluTion 3

ResoluTion 4

ResoluTion 5

ResoluTion 6

ResoluTion 7

(Pleaseindicatewithan“X”inthespacesprovidedabovetoindicatehowyouwishyourvotetobecast.Ifyoudonotindicatehowyouwishyourproxy to vote on any Resolution, the proxy may vote as he or she thinks fit, or at his or her discretion, abstains from voting)

signed this day of 2008 Number of Ordinary Shares held

signature of shareholder(s)

i) A member of the Company may appoint more than two (2) proxies to attend at the same meeting but only one (1) proxy shall be entitled to vote on a show of hands. Where a member appoints two (2) or more proxies, he shall specify in each form of proxy the proportion of his shareholdings to be represented by each proxy.

ii) Where a member of the Company is an authorised 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.

iii) The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or if the appointer is a corporation either under seal or under the hand of an officer or attorney

duly authorised. A proxy may but need not be a member of the Company and need not be a person prescribed by section 149(1)(b) of the Companies Act, 1965. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

iv) The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Registered office of the Company at 20th Floor, menara panglobal, 8 lorong p. Ramlee, 50250 Kuala lumpur not less than forty-eight (48) hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than twenty-four (24) hours before the time appointed for taking of the poll, and in default the instrument of proxy shall not be treated as valid.

notes:

FORMIS RESOuRCES BERhAD(Company no. : 530701 T)(incorporated in malaysia under the Companies Act, 1965)

Form of Proxy

To: The CompAny seCReTARyFORMIS RESOuRCES BERhAD

20th Floor, menara panglobal,8 lorong p.Ramlee,

50250 Kuala lumpur

Fold this flap for sealing

Fold this flap for sealing

AFFiXsTAmpheRe

AppLIED BuSINESS SySTEMS SDN BhD (Reg. no. 188269-D)10th, 13th & 14th Floor, menara smi, 6 lorong p.Ramlee50250 Kuala lumpur, malaysiaTel : +603 2078 2288/ 2781 0888FAX : +603 2078 5496 COM-LINE SySTEMS SDN BhD (Reg. no 192422-A)4th Floor, Bangunan Tan Kim onm, no. 48 Jalan sungei Besi57100 Kuala lumpur, malaysia. Tel : +603 9222 8848FAX : +603 9222 4877

CONTINuOuS NETWORk ADVISERS SDN BhD(Reg. no. 367357-K)9th & 10th Floor, menara smi, 6 lorong p Ramlee50250 Kuala lumpur, malaysiaTel : +603 2713 2899FAX : +603 2713 2399

DIVERSIFIED GATEWAy BERhAD (Reg. no. 301306-T)level 16, menara maxisegar, Jalan pandan indah 4/2pandan indah, 55100 Kuala lumpur, malaysiaTel : +603 4291 9233FAX : +603 4291 7633

FIRST SOLuTION SDN BhD (Reg. no. 398017-p)8th & 10th Floor, menara smi, 6 lorong p Ramlee50250 Kuala lumpur, malaysiaTel : +603 2026 7818FAX : +603 2026 1881

FORMIS AuTOMATION SDN BhD (Reg. no. 378155-p) 16th Floor, menara Aik hua, Cangkat Raja Chulan50200 Kuala lumpur, malaysiaTel : +603 2713 8788FAX : +603 2713 8798

FORMIS BASS SOFTWARE SDN BhD (Reg. no. 200729-p) 20th Floor, menara panglobal, 8 lorong p.Ramlee50250 Kuala lumpur, malaysiaTel : +603 2070 5588FAX : +603 2031 9403

FORMIS COMpuTER SERVICES SDN BhD (Reg. no. 112344-p)16th & 20th Floor, menara panglobal, 8 lorong p. Ramlee50250 Kuala lumpur, malaysiaTel : +603 2078 4488FAX : +603 2070 6893 / 2031 4784

FORMIS MEDIA TEkNOLOGI SDN BhD (Reg. no. 357140-u) 602, Block A, phileo Damansara ii,15, Jalan 16/11 off Jalan Damansara, 46350 petaling Jaya, selangor, malaysiaTel : +603 7660 8787FAX : +603 7660 8383

FORMIS NETWORk SERVICES SDN BhD (Reg. no. 188270-u)6th & 10th Floor, menara smi, 6 lorong p. Ramlee50250 Kuala lumpur, malaysiaTel : +603 2032 2633FAX : +603 2732 1310

FORMIS SySTEMS & TEChNOLOGy SDN BhD(Reg.no 312258-W)7th & 10th Floor, menara smi, 6 lorong p Ramlee50250 Kuala lumpur, malaysiaTel : +603 2070 3388FAX : +603 2070 8988

NOSTALGIC pROpERTIES SDN BhD (Reg. no 330351-m)suite 4B, 7th Floor, Wing A, northam Towerno.57 Jalan sultan Ahmad shah, 10050 penang, malaysiaTel : +604 818 2122FAX : +604 818 2132

pT FORMIS SOLuSI INDONESIA menara Thamrin, 20th Floor, suite 2001Jalan mh Thamrin, KAV 3, Jakarta 10250, indonesiaTel : +6221 3983 0038FAX : +6221 3983 0028

TERA ASIA pACIFIC SDN BhD (Reg. no. 542208-V)602, Block A, phileo Damansara ii15, Jalan 16/11 off Jalan Damansara46350 petaling Jaya, selangor, malaysiaTel : +603 7665 0088FAX : +603 7665 0080

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FORMIS tm formis resources berhad (530701 t) annual report 2008 formis resources berhad (530701 t) annual report 2008 formis formis resources berhad formis resources berhad