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DSC SOLUTIONS BERHAD

DSC Solutions Berhad

No. 2-GM, Jalan PJS 10/2


Subang Indah, 46050 Petaling Jaya
Selangor, Malaysia

I
Tel : (603) 5635 8889 DSC SOLUTIONS BERHAD

Annual Report 2009


(Company Number : 721605-K )
Fax : (603) 5632 4790 (Incorporated in Malaysia under the Companies Act 1965)
Email : enquiry@dsc.com.my
Website : www.dsc.com.my

AnnualReport
Annual Report2009
2009

The admission of DSC Solutions Berhad to the Official List was sponsored by Kenanga Investment Bank Berhad.
contents
2 Corporate Information
3 Corporate Structure
4 - 7 Directors' Profile
8 - 9 Chairman’s Statement
10 - 13 Statement of Corporate Governance
14 - 16 Audit Committee Report
17 Statement on Internal Control
18 Statement of Directors’ Responsibility
19 Additional Compliance Information
20 Financial Statements
47 Analysis of Shareholdings
49 Notice of Annual General Meeting
50 Statement Accompanying Notice of Annual General Meeting
Proxy Form
CORPORATE INFORMATION

BOARD OF DIRECTORS COMPANY SECRETARIES


 Independent Non-Executive Chairman Tea Sor Hua (MACS 01324)
Dato’ Dr. Mohamed Ibrahim bin A Wahid Chan Bee Fang (MAICSA 7032385)
Group Managing Director
Seah Liang Chiang REGISTERED OFFICE
Executive Directors Third Floor, No. 79 (Room A)
Chua Yock Peng Jalan SS 21/60, Damansara Utama
Wong Ee Sing 47400 Petaling Jaya
Leong Siong Weng Selangor Darul Ehsan
Tel no.: 603-77284778
Independent Non-Executive Directors Fax no.: 603-77223668
Muk Sai Tat
Edward Khor Yew Heng
sponsor
AUDIT COMMITTEE Kenanga Investment Bank Berhad
801, 8th Floor
Chairman Kenanga International
Muk Sai Tat Jalan Sultan Ismail
Members 50250 Kuala Lumpur
Dato’ Dr. Mohamed Ibrahim bin A Wahid Tel no.: 603-20275555
Edward Khor Yew Heng Fax no.: 603-21646690

NOMINATION COMMITTEE AUDITORS


Chairman Messrs. SJ Grant Thornton
Dato’ Dr. Mohamed Ibrahim bin A Wahid Level 11
Faber Imperial Court
Members Jalan Sultan Ismail
Muk Sai Tat 50250 Kuala Lumpur
Edward Khor Yew Heng Tel no.: +603 2692 4022
Fax no.: +603 2732 5119
REMUNERATION COMMITTEE
Chairman PRINCIPAL BANKERS
Edward Khor Yew Heng Malayan Banking Berhad
Members RHB Bank Berhad
Dato’ Dr. Mohamed Ibrahim bin A Wahid Alliance Bank Malaysia Berhad
Muk Sai Tat DBS Bank Ltd

HEAD OFFICE SHARE REGISTRAR


Tricor Investor Services Sdn Bhd
No. 2-GM, Jalan PJS 10/2
(Formerly known as Tenaga Koperat Sdn Bhd)
Subang Indah
Level 17, The Gardens North Tower
46050 Petaling Jaya
Mid Valley City, Lingkaran Syed Putra
Selangor Darul Ehsan
59200 Kuala Lumpur
Tel no.: +603 5635 8889
Tel no.: +603 2264 3883
Fax no.: +603 5632 4790
Fax no.: +603 2282 1886
Email address: enquiry@dsc.com.my
Website: www.dsc.com.my
STOCK EXCHANGE LISTING
67 Ayer Rajah Crescent #02-25
Ayer Rajah Industrial Estate ACE Market of Bursa Malaysia Securities Berhad
Singapore 136650 Website: www.bursamalaysia.com
Tel no.: +65 6665 7500 Stock Name: dscsol
Fax no.: +65 6665 7522 Stock Code: 0152
Email address: enquiry@dsc.com.sg
Website: www.dsc.com.sg

DSC SOLUTIONS BERHAD (721605-K)


Annual R ep o r t 2 0 0 9
CORPORATE structure

DSC Solutions Berhad

(Investment holding & R & D)


(MSC Malaysia Status Company)

100% 100%
Digital Scanning DSC Systems (M) Sdn Bhd
Corporation Pte Ltd

(Provision of integrated AIDC (Provision of integrated AIDC


solutions, software and solutions, software and
engineering services) engineering services)

100%
Digital Scanning
Corporation
(Suzhou) Co. Ltd

(Dormant)

DSC SOLUTIONS BERHAD (721605-K)


An n u a l R e p o r t 2 009
directors' profile

Seah Liang Chiang, Malaysian, aged 46


Group Managing Director
 B. Sc (Economics), National University of Singapore (1987)

Mr. Seah is the Founder and Group Managing Director of the Company. He was appointed to the Board on 23 March 2006
and is a substantial shareholder of the Company. He graduated from National University of Singapore with an Economics
degree in 1987.

Mr. Seah leads the management team in DSC Group. He has been in the AIDC industry for over 18 years and in the IT industry
for over 20 years with the requisite in-depth experience and knowledge in the various aspects of the AIDC industry.

Upon graduation, he joined the IT industry as a Sales Executive in Computer Industries Pte Ltd. He joined the computer
division of TrioTech Pte Ltd six (6) months later. Within the same year, he joined a US-based MNC company dealing with
AIDC products, Dynamar Computer Products Pte Ltd, as a sales engineer and was promoted to sales manager within six (6)
months of service. He then decided to leave the commercial fold and setup a company with a few colleagues in the industry,
called Datacorp Pte Ltd. He was the Sales Director of the company until 1992. In 1993, he decided to start out on his own
and established Digital.

In addition to his commercial and business success, Mr. Seah has also been invited to participate in several industry
forums and business committees organised by the Singapore Government. He was President of the Young Entrepreneurs’
Organisation (2000-2003) (now known as Entrepreneur’s Organisation or EO), a committee member of the Institute of
Policy Studies (2002), committee member of Council for Corporate Disclosures & Governance under Singapore’s Ministry of
Finance (2003), Pro-enterprise Panel under Singapore’s Ministry of Trade and Industries (2003-present), committee member
of Temasek Polytechnic Business Advisory Board (2003-present), executive committee member of Action Committee for
Entrepreneurship under Singapore’s Ministry of Trade and Industries Singapore (2005-present) and committee member of
ACRA Standing Law Review Focus Group (2005- present).

He was nominated and was a finalist for the inaugural Phoenix award by the Singapore Economic Development Board
(“EDB”) in 2002 and received the Spirit Enterprise Award (SOE) in 2007. His leadership in the AIDC industry also attracted
the attention of the EDB and subsequently DSC Group had received investments and grants for R&D.

Wong Ee Sing, Malaysian, aged 44


Executive Director
B. Engineering (Electronics & Electrical), Nanyang Technological University (1990)
M.Sc (Communications & Computing), Nanyang Technological University (1994)

Mr. Wong is an Executive Director of the Company. He is also the Chief Technical Officer of the Group. He was appointed to
the Board on 21 July 2008. He obtained his degree in Electrical and Electronics Engineering from Nanyang Technological
University, Singapore in 1990.

Upon graduation, he started his career in Singapore as a Systems Engineer with International Video Products Pte Ltd mainly
involved in video recording and streaming technologies industry. He was involved in development and testing activities as
well as ISO9000 certification processes. In his four (4) years with the company, he helped develop and manage the Factory
Automation System. In January 1995, he joined POSB Computer Service Pte Ltd, a subsidiary of the largest consumer bank
in Singapore, i.e. POSB Bank as a Network Engineer. He was involved in the setting up and commissioning of the bank’s
wide area computer network (WAN), internet banking and e-commerce platforms. In June 1997, he was headhunted to join
Network for Electronic Transfers (S) Pte Ltd (NETS), the company operating Singapore’s largest electronic payments network
as a Project Manager (NETS is the equivalent of MEPS in Malaysia). At NETS, he was the project manager overseeing several
key milestones projects that established Singapore as one of the global success stories in the implementation of electronic
payments.

DSC SOLUTIONS BERHAD (721605-K)


Annual R ep o r t 2 0 0 9
directors' profile

It was in NETS that Mr. Wong had his working exposure on AIDC technologies, in particular technologies adopted for
identification purposes and for secured verification purposes. He left in March 1999 to setup his own IT engineering services
and project company, called Innolab Pte Lte. Due to his extended exposure in solution development and large scale AIDC

and electronic payment project implementation coupled with several collaborations with our Group, he was engaged by our
Group as a technical consultant in 2000. Mr. Wong officially joined DSC Group in January 2007 as Chief Technical Officer.

Mr. Wong, being dedicated to continuous self improvement, also holds a Master of Science in Communications and Computing
from Nanyang Technological University of Singapore in (1994). He has also won awards for his academic and work excellence.
He received a Merit Award for being an exemplary staff from POSB in 1996, a Singapore National Science & Technology Board
Gold Medal award for being the best overall student in his Masters degree course in 1994 and Asia’s Best of the Best prize
in a Quality Process Competition organized by the Thompson Group in 1993.

Mr. Wong has twelve (12) years of experience in payment processing and internet servicing industries. He is currently
responsible for development of new products and enhancement of existing modules as well as overseeing the product
testing and certification processes. He is also our technology officer for identifying emerging technologies relevant to DSC
Group.

Leong Siong Weng, Singaporean, aged 35


Executive Director
B. Science (Hons), National University of Singapore (2000)

Mr. Leong is an Executive Director of the Company. Mr. Leong was appointed to the Board on 26 October 2009. He holds a
general honours degree from National University of Singapore.

Upon graduation in 2000, he joined Digital as a Sales Engineer. A self driven and highly motivated individual, he surpassed
his sales targets and was made Sales Manager within a year. He continued to show hard work and dedication by securing
more major accounts for our Group. He was promoted to the position of Sales Director in 2004 and leads Digital’s sales team.
He currently services major accounts for DSC Group.

In his nine (9) years with DSC Group, he has led the sales team to win milestone projects for Digital such as Thai Smartcard
Project, Orga Telco SIM Cards Perso for Telkomsel, NUS Matriculation Smartcard Project, ST Aero Mifare Card Project, Star
Cruises Guests / Visitor Tracking Project.

His responsibility as Sales Director includes managing the sales team, formulating sales strategies, identifying and appointing
new value added resellers, identifying new partners for AIDC turnkey projects and securing international business.

Chua Yock Peng, Singaporean, aged 45


Executive Director
B. Business Administration, National University of Singapore (1987)

Mdm. Chua is an Executive Director of the Company. Mdm. Chua was appointed to the Board on 23 March 2006 and is a
substantial shareholder of the Company. Mdm. Chua holds a degree in Business Administration from the National University
of Singapore.

Mdm. Chua graduated in 1987 and worked in the field of event organisation and management of venues for Sentosa
Development Corporation and Singapore Indoor Stadium. In 1992, she joined Marina Village Pte Ltd as a marketing executive
and gained exposure in the commercial sector. She was responsible in providing marketing support for the promotional
activities in marketing the properties developed as well as assuming the role of project manager, managing the logistics
to support the many roadshows and sales programmes organised. She left in 1994 and joined Prudential Assurance Ltd as
a financial planner for two (2) years.

She joined Digital as an Operations Manager in charge of office administration, customer support and logistics in 1999. She
assumed the role of Operations Director since 2004.

DSC SOLUTIONS BERHAD (721605-K)


An n u a l R e p o r t 2 009
directors' profile

Dato’ Dr. Mohamed Ibrahim bin A Wahid, Malaysian, aged 49


Independent Non-Executive Chairman
 University of Wales College of Medicine, Cardiff, Wales, United Kingdom, (1985)

Dato’ Dr. Mohamed Ibrahim bin A Wahid is the Independent Non-Executive Chairman of the Company and was appointed
to the Board on 26 October 2009. He is also Chairman of the Nomination Committee and a member of both the Audit
Committee and Remuneration Committee of the Company. He graduated from the University of Wales, College of Medicine,
Cardiff, Wales, United Kingdom with a medical degree in 1985.

He was appointed a Medical Director and Clinical Oncologist Consultant at Wijaya Baru International Medical Centre in 2008.
He is also a visiting Clinical Oncologist Consultant at Pantai Medical Centre. He has been practising medicine for over 23
years and he has specialised in Clinical Oncology for 16 years.

Upon graduation, he did his housemanship at Singleton & Morrison Hospital, Swansea, Wales. A year later, he became a
Senior House Officer in North Tees General Hospital. He went on to take up the roles of Clinical Oncology Registrar in Velindre
Hospital, Cardiff, Wales and Royal Free Hospital, London, England in the early nineties before returning to Malaysia. Upon
his return in 1993, he was appointed as the lecturer of the medicine of Universiti Malaya. Subsequently, he was appointed
as Head of the Clinical Oncology Unit of the University of Malaya Medical Centre, Kuala Lumpur.

In addition to his career success, Dato’ Dr. Mohd Ibrahim A. Wahid, has been appointed on several committees. He was on
the Expert Committee to write the Clinical Practice Guidelines on breast cancer in Malaysia (2002), a National Advisory Board
Member for Astra Zeneca on Iressa (2003), an International Advisory Board Member for Schering AG for Bonefos (2005), an
International Advisory Board Member for Astra Zeneca on breast cancer (2005), an International Advisory Board Member
for Bayer Pharmaceutical on Sorafanib (2006) and a Clinical Trials committee member of the South East Asia Radiation
Oncology Society (SEAROS) (2006).

Throughout his career, Dato’ Dr. Mohd Ibrahim A. Wahid has conducted numerous medical researches. In 2003, he was part of
a team which received a bronze medal IRPA research award for his work in “Using artificial network as a prognostic indicator
for predicting survival in Nasopharyngeal cancer”.

He is currently the president of Malaysian Oncology Society as well as the Asian Pacific Federation of Organisation for Cancer
Research and Control (APFOCC) and is also the Vice President of the Selangor Association for the Mentally Handicapped.

Muk Sai Tat, Malaysian, aged 47


Independent Non-Executive Director
Chartered Accountant (M) (1990)
Master of Business Administration, University of Bath, United Kingdom, (1996).

Mr. Muk is an Independent Non-Executive Director of the Company and was appointed to the Board on 26 October 2009. He
is the Chairman of the Audit Committee and a member of both the Nomination Committee and Remueration Committee
of the Company. Mr. Muk is a graduate of the Malaysian Institute of Certified Public Accountants (MICPA) and a member of
the Malaysia Institute of Accountants (MIA).

Upon graduation from Victoria Institution, Kuala Lumpur in 1983, Mr. Muk started his career with Price Waterhouse as an Audit
Assistant. He was later promoted to the position of Audit Senior upon his successful completion of the Malaysian Institute
of Certified Public Accountants (MICPA) final examination in June 1989 and he was admitted to the Malaysia Institute of
Accountants (MIA) in 1990.

In 1996, he completed his Executive Master of Business Administration Programme after taking up positions in Ogilvy &
Mather (Malaysia) Sdn Bhd and Eveready Battery Company (M) Sdn Bhd. He then became the Financial Controller (Southeast
Asia) of Emerson Electric (M) Sdn Bhd for three (3) years before becoming the Chief Financial Officer of Pernas Otis Elevator
Co. Sdn Bhd & Otis Manufacturing Company Sdn Bhd, the General Manager for Skyline Concepts Sdn Bhd and Group Chief
Executive Officer of Concino Sdn Bhd from 2001 to 2004.

DSC SOLUTIONS BERHAD (721605-K)


Annual R ep o r t 2 0 0 9
directors' profile

In April 2004, Mr. Muk was appointed as the Group Chief Executive Officer / Executive Director of Mangium Industries Bhd.
During his tenure, he oversaw the Group’s businesses, which includes industrial timber plantation, timber processing and
trading, printing, blending and distribution of alcoholic beverages. He also developed and implemented business strategies,

as well as initiated a corporate restructuring plan with the aim of turning the Group around.

In October 2007, he left Mangium Industries Bhd and is currently a business consultant.

Edward Khor Yew Heng, Malaysian, aged 39


Independent Non-Executive Director
Associate, Chartered Institute of Management Accountants, UK (CIMA)
Chartered Accountant (M) (2004)

Mr. Khor is an Independent Non-Executive Director of the Company and was appointed to the Board on 26 October 2009. He
is the Chairman of the Remuneration Committee and a member of both the Audit Committee and Nomination Committee
of the Company. Mr. Khor is a chartered management accountant by training and is an Associate member of the Chartered
Institute of Management Accountants, UK (CIMA) since 1996 and a registered chartered accountant with the Malaysian
Institute of Accountants (MIA).

He has over 13 years of experience in areas of corporate affairs, corporate finance, strategy planning and financial management
and has spent most of his years in the ICT industry. He has held various positions in the areas of corporate planning, corporate
finance, business development, accounting operations, strategic marketing, debt and credit recovery and legal affairs.

He started his career as an auditor and management consultant with international public accountants, Deloitte Touche
Tohmatsu. He also spent seven (7) years with the TIME Engineering Berhad Group which is the Technology & Engineering
division of Renong Berhad Group (now known as UEM World Group). He is also an Independent Non-Executive Director of
TFP Solutions Berhad.

Note:

1. None of the Directors have family relationship with other Directors or major shareholders except of the following:-

(a) Seah Liang Chiang is the spouse of Chua Yock Peng,


(b) Seah Liang Chiang and Chua Yock Peng who are the Directors and Shareholders of DSC Systems Pte. Ltd., a
substantial shareholder of the Company.

2. None of the Directors have any personal interest in any business arrangement involving the Company and all the
Directors have had no convictions for offences other than traffic offences in the past ten years.

DSC SOLUTIONS BERHAD (721605-K)


An n u a l R e p o r t 2 009
chairman's Statement

Dear Shareholders,

On behalf of the Board of Directors, I am pleased to present to
you the Annual Report and Financial Statements of DSC Solutions
Berhad (“DSC”) for the financial year ended 30 September 2009
(“FYE 2009”).

THE YEAR UNDER REVIEW

DSC has performed satisfactorily in what has been a difficult year in view of the
ongoing financial crisis. For the FYE 2009, DSC revenue grew 46% to RM3.13
million from RM2.14 million recorded in the previous financial year. In line with
the improvement in revenue, DSC has recorded a profit after taxation of RM2.34
million representing 28% growth compared to RM1.82 million in the previous
financial year.

SIGNIFICANT EVENTS

9th December 2009 marked an important date in our milestone as DSC was officially listed on the ACE Market of Bursa
Malaysia Securities Berhad. DSC issued 12,578,000 new ordinary shares of RM0.10 each (“DSC Shares”) at an issue price of
RM0.50 per DSC share pursuant to the public issue and bonus issue of one (1) new DSC share to be issued and credited
as fully paid-up for every one (1) DSC share held after the public issue. The proceeds from the public issue were entirely
accrued to the company and is intended to funding the R&D expenditure, business expansion & capital expenditure and
as working capital.

DSC SOLUTIONS BERHAD (721605-K)


Annual R ep o r t 2 0 0 9
chairman's Statement

RESEARCH & DEVELOPMENT (“R&D”)

DSC continues to believe that R&D is an essential component for every successful software company in driving business

growth and improving operational efficiency. Hence, for the FYE 2009, DSC has incurred an expenditure of approximately
RM1.02 million to embark on developments of new integrated Automated Identification and Data Collection (“AIDC”) solutions
and to improve on our existing products in response to changes in user requirements and technological development.

FORWARD PROSPECTS AND STRATEGIES

Leaders of both Malaysia and Singapore have stated that both economies have turned around a corner and are on track for
a recovery. DSC remains cautiously optimistic and if the recovery comes quickly, we are poised to take full advantage of it.
During the slow down, instead of merely looking at ways to cut cost, we also focused on building up our core competencies
- especially in the area of IT. We also focused on increasing our core competencies in areas such as technical and sales
support.

Going forward, we will continue to manage our cost diligently and invest in tools that seek to increase our overall efficiency
and productivity. We plan to do more with less. This can only be done if we continue to invest in technology and training.
We aim to raise the skills and creative potential of every staff. This can only be achieved if invest in our people, up and down
the skills ladder.

However, we can only make our next leap in productivity if every individual takes the initiative to develop his skills and
expertise, and accomplish more in his job and career. We will have to empower our staffs to find new ways to create value,
and help unlock every worker’s potential.

We seek to invest in expanding the immediate regional markets and continue to leverage on our lower operating cost in
Iskandar Malaysia, where our MSC office is located. Finally, the company will leverage on our core strengths built over the
years to carve a niche in the services sectors especially at the upcoming integrated resorts in Singapore.

CORPORATE GOVERNANCE

The Board is strongly committed towards ensuring high standards of corporate governance practices in our day to day
operations and management of the Group, in compliance with the Best Practices of the Malaysian Code of Corporate
Governance.

The Board is geared towards ensuring maximum shareholders’ value and ensuring the long term growth of the Group in
line with the application of the principles of the said code. The measures implemented are highlighted in the Corporate
Governance Statement in this Annual Report.

APPRECIATION

I would like to express my utmost appreciation to the Board members, key management and our employees for their strong
commitment and endless contribution. I would also like to take this opportunity to thank our faithful customers, business
associates, bankers and shareholders for their continued support thus far.

DSC SOLUTIONS BERHAD (721605-K)


An n u a l R e p o r t 2 009
STATEMENT OF CORPORATE GOVERNANCE

The Board of Directors is fully acknowledges the importance of good corporate governance and is committed to the
establishment and implementation of a proper framework and controls that are in line with the principles and best practices
10 as set out in the Malaysian Code on Corporate Governance (Revised 2007) (“the Code”).

The Board is pleased to report on the extent to which the principles and best practices of the Code were applied throughout
the financial year ended 30 September 2009.

A. BOARD OF DIRECTORS

Board Composition and Balance

Composition

The Board currently comprises of seven (7) members, four (4) are Executive Directors and three (3) are Independent Non-
Executive Directors. The current Board composition complies with the Listing Requirements of the Bursa Malaysia Securities
Berhad for the ACE Market. The wide spectrum of knowledge, skills and experience of the Board gives added strength to
the leadership which is necessary for the effective stewardship of the Company.

Board Balance

The Board has within it, professionals drawn from various backgrounds; bringing in-depth and diversity in experience,
expertise and perspectives to the Company’s business operation. The Board is comprised of individuals who are committed to
business integrity and professionalism in all its activities. The Board supports the highest standards of corporate governance
and the development of best practices for the Group.

The profiles of the members of the Board are set out on pages 4 and 7 of this Annual Report.

Board Roles and Responsibilities

No individual or group of individuals dominates the Board’s decision-making. Together, the Directors possess the wide
range of business, commercial and financial knowledge, expertise and skills essential in the management and direction of
a corporation with regional presence.

The Executive Director has the responsibility to manage the day-to day operations of the business, implementation of Board
policies and making strategic decisions for the expansion of the business. The Non-Executive Directors contribute their
expertise and experiences to give independent judgment to the Board on issues of strategy, performance and resources,
including major policies, key directions and standards of conduct. The independent directors provide guidance, unbiased,
fully balanced and independent views, advice and judgment to many aspects of the Company’s strategy so as to safeguard the
interests of minority shareholders and to ensure that higher standards of conduct and integrity are maintained by the Group.
All Independent Directors fulfill the definition of ‘Independent Directors’ as stipulated under the Listing Requirements.

Board Meetings

There was no Board meeting held during the financial year ended 30 September 2009 as the Company was only listed on
the ACE Market of Bursa Malaysia Securities Berhad on 9 December 2009.

Access to Information

The agenda together with relevant Board Papers and reports are circulated to all Directors prior to the Board meetings. These
Papers are issued in sufficient time to enable the Directors to obtain further clarification and explanation, where necessary,
in order to be properly briefed before the meeting.

Directors, whether as a full board or in their individual capacities, have full and timely access to all relevant information on
the Group’s businesses and affairs to discharge their duties effectively. Directors also have direct access to the advice and
services of the Company Secretaries and to obtain independent professional advice, whenever necessary, at the expense
of the company.

DSC SOLUTIONS BERHAD (721605-K)


Annual R ep o r t 2 0 0 9
STATEMENT OF CORPORATE GOVERNANCE

Directors’ Training

There has been greater awareness of the importance and benefits of attending and participating in the training and
11
continuing training programme that will enhance the Directors’ knowledge and skill so as to effectively discharge their
duties as Directors.

Two (2) Directors have completed the Mandatory Accreditation Programme (“MAP”) as required by Bursa Securities. The
other Five (5) have registered for the MAP scheduled in March 2010.

The Directors will continue to attend relevant training programmes to keep abreast with developments with continuous
basis in compliance the the ACE Market Listing Requirements of Bursa Securities.

Board Committees

The Board has delegated certain responsibilities to the Board Committees, which operate within clearly defined terms of
reference. The Board Committees are:

(a) Audit Committee

The composition, responsibilities and detailed terms of reference are set out separately in the audit committee report
on pages 14 to 16 of the annual report.

(b) Nomination Committee

The role of the Nomination Committee is to review annually the required mix of skills, experience and other qualities
of the Directors and to recommend new appointment, if any, to the Board.

The members of the Nomination Committee are as follows:


(i) Dato’ Dr. Mohamed Ibrahim bin A Wahid (Chairman, Independent Non-Executive Chairman)
(ii) Mr. Muk Sai Tat (Member, Independent Non-Executive Director)
(iii) Mr. Edward Khor Yew Heng (Member, Independent Non-Executive Director)

(c) Remuneration Committee

The Remuneration Committee is responsible for the formulation of remuneration policy such as rewards and benefits
and other terms of employment of the Executive Director.

The members of the Remuneration Committee are as follows:


(i) Mr. Edward Khor Yew Heng (Chairman, Independent Non-Executive Director)
(ii) Dato’ Dr. Mohamed Ibrahim bin A Wahid (Member, Independent Non-Executive Chairman)
(iii) Mr. Muk Sai Tat (Member, Independent Non-Executive Director)

Appointment and Re-election of Board Members

The Board through the Nomination Committee continuously reviews its size and composition with particular consideration
on its impact on the effective functioning of the Board. Based on the appraisal of the Committee, the Board believes that
the current composition of the Board provides the required mix of skills and core competencies required for the Board to
discharge its duties effectively.

In accordance with the Company’s Articles of Association, all Directors who are appointed by the Board are subject to election
by the shareholders at the Annual General Meeting (“AGM”) following their appointment. The Articles of Association of the
Company also provides that one-third (1/3) of the directors shall retire by rotation from office at each AGM and they shall
be eligible for re-election at such AGM. In addition, all directors shall be subjected to retirement by rotation once every
three (3) years.

DSC SOLUTIONS BERHAD (721605-K)


An n u a l R e p o r t 2 009
STATEMENT OF CORPORATE GOVERNANCE

B. DIRECTORS’ REMUNERATION
12 The directors’ remuneration is determined in accordance to the performance and their capability to the Company. The Board
recognizes that levels of remuneration must be sufficient to attract, retain and motivate the directors of the quality required
to manage the business of the Company and to align the interest of the Directors with those of the shareholders.

Details of the Directors’ remuneration who served during the financial year ended 30 September 2009 are set out below:

(a) Aggregate Remuneration by Category



Benefit-in-
Fees Salaries Bonuses kind
RM RM RM RM

Executive Directors 114,000 – 150,000 –


Non-Executive Directors – – – –

Total 114,000 – 150,000 –

(b) The number of Directors of the Company whose total remuneration falls within the following bands:

Number of Directors
Range of remuneration Executive Directors Non-Executive Directors

RM250,001 to RM300,000 1 –

C. INVESTORS RELATIONS AND SHAREHOLDERS COMMUNICATION

Dialogue between companies and Investors

The company recognizes the importance of keeping the shareholders and investors informed of the Company’s business and
corporate developments. Such information is disseminated via the group’s annual reports, circulars to shareholders, quarterly
financial results and the various announcements made from time to time. All shareholders, including private investors, have an
opportunity to participate in discussions with the Board on matters relating to the group’s operation and performance at the
company’s annual general meeting. Alternatively, they may obtain the company’s latest announcements via the company’s
website at www.dsc.com.my or via the Bursa Malaysia Securities Berhad’s website at www.bursamalaysia.com.

Annual General Meeting

The principle forum for dialogue with shareholders is during the Annual General Meeting (“AGM”). At the AGM, the Board
provides opportunities for shareholders to raise questions pertaining to issues in the Annual Report, Audited Financial
Statements, corporate developments in the Group, the resolutions being proposed and on the business of the Group in
general.

DSC SOLUTIONS BERHAD (721605-K)


Annual R ep o r t 2 0 0 9
STATEMENT OF CORPORATE GOVERNANCE

D. ACCOUNTABILITY AND AUDIT

Financial Reporting
13
The Board aims to present a balanced and meaningful assessment of the Company’s financial performance and prospects
through the annual audited financial statements and quarterly financial reports to its stakeholders, in particular, shareholders,
investors and the regulatory authorities.

In preparing the financial statements, the Directors are required to select appropriate accounting policies, consistently
applied and supported by reasonable and prudent judgments and estimates. The Directors have responsibility for ensuring
that the Company keeps proper accounting records which disclose with accuracy at any time the financial position of the
Company which enables them to ensure that the financial statements comply with the Companies Act, 1965. The Directors
also have responsibility for taking such steps as are reasonable to safeguard the assets of the Group for prevention and
detection of fraud and other irregularities.

The Statement of Directors’ Responsibility for preparing Annual Audited Financial Statements pursuant to Paragraph 15.26(a)
of the Listing Requirements of Bursa Securities is set out on page 18 of this Annual Report.

Internal Control

The Board acknowledges their responsibility in maintaining an internal control system that provides reasonable assurance
of effective and efficient operations, and compliance with laws and regulations as well as internal procedures and
guidelines.

It is recognized that certain risks and threats are externally driven, unforeseen and beyond the Company’s control, the system
can only provide reasonable assurance against misstatement or loss.

The Statement on Internal Control set out on page 17 of this Annual Report provides an overview of the state of internal
controls within the Group.

Relationship with Auditors

The role of the Audit Committee in relation to the external auditors is disclosed in the Audit Committee Report set out on
pages 14 to 16 of this Annual Report. The Company’s independent external auditors fill an essential role for the shareholders
by enhancing the reliability of the Company’s financial statements and giving assurance of that reliability to users of these
financial statements. The external auditors have an obligation to bring any significant defects in the Company’s system of
control and compliance to the attention of the management; and if necessary, to the audit committee and the Board.

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An n u a l R e p o r t 2 009
audit committee report

The principle objectives of Audit Committee is to assist the Board in discharging its statutory duties and responsibilities in
relation to corporate governance, internal control systems, management and financial reporting practices of the Company
14 and to ensure proper disclosure to the shareholders of the Company.

MEMBERS

The current members of the Audit Committee are as follows:

Mr. Muk Sai Tat


(Chairman, Independent Non-Executive Director)

Dato’ Dr. Mohamed Ibrahim bin A Wahid


(Member, Independent Non-Executive Chairman)

Mr. Edward Khor Yew Heng


(Member, Independent Non-Executive Director)

MEETINGS AND ATTENDANCE

There was no meeting held during the financial year ended 30 September 2009 as the Company was only listed on the ACE
market of Bursa Malaysia Securities Berhad on 9 December 2009.

TERMS OF REFERENCE

The following is the terms of reference of the audit committee:-

Membership

1. The Committee shall be appointed by the Board from among its members and shall comprise not less than three
(3) members, whereby all members must be non-executive directors and financially literate with a majority of them
being Independent Directors, and at least one (1) member of the Committee:-

a) must be a member of the Malaysian Institute of Accountants; or

b) if he is not a member of the Malaysian Institute of Accountants, he must have at least three (3) years’ working
experience and :-

i. he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act
1967; or

ii. he 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

c) fulfils such other requirements as prescribed or approved by the Bursa Malaysia Securities Berhad.

2. Alternate Director shall not be appointed as a member of the Committee.

3. The Committee shall elect a Chairman from among its members and the elected Chairman shall be an Independent
Director.

4. In the event, the elected Chairman is not able to attend a meeting, the remaining members present shall elect one
of themselves as Chairman for the meeting. The elected Chairman shall be an Independent Director.

5. If a member of the Audit Committee resigns, retires, dies or for any other reason ceases to be a member which resulting
in the non-compliance with point 1 above, the Board shall fill the vacancy within three (3) months.

6. The Board shall review the term of office and performance of the Committee and each member at least once every
three (3) years.

DSC SOLUTIONS BERHAD (721605-K)


Annual R ep o r t 2 0 0 9
audit committee report

Frequency of meetings

1. Meetings shall be held not less than four (4) times a year. However, additional meetings may be called at anytime
15
depending on the scope of activities of the Committee. In the event issues requiring the Committee’s decision
arise between meetings, such issues shall be resolved through circular resolutions of the Committee. Such circular
resolution in writing shall be valid and effectual if it is signed or approved by letter, facsimile or any electronic means
by all members of the Committee.

2. Other Board members, Senior management, Internal and External auditors may be invited to attend meetings.

3. The Committee should meet with the external auditors without the presence of executive board members at least
twice in a financial year.

4. Prior notice shall be given for all meetings.

Quorum

The minimum quorum for the meeting is two (2) members of the Committee, a majority of members present must be
independent and Non-Executive Directors.

Secretary

The Company Secretary shall be the secretary of the Committee. The Secretary shall circulate the notice and minutes of the
Committee to all members of Board.

Functions

The functions of the Committee are as follows :-

i) To consider the appointment of external auditors, the audit fee and any questions of resignation or dismissal.

ii) To review with the external auditors:

a) the audit plan, scope and nature of the audit of the Company and its subsidiaries (“Group”);
b) their evaluation and findings of the system of internal controls; and the audit reports on the financial
statements.

iii) To review the adequacy of the scope, function, competency and resources of internal audit and to ensure that it has
the necessary authority to carry its work.

iv) To review any appraisal or assessment of the performance of the internal audit functions and the internal audit function
should reports directly to the Committee.

v) To review the quality, adequacy and effectiveness of the Group’s internal control environment.

vi) To review the findings of the internal and external auditors.

vii) To review the quarterly and year end financial statements of the Group, 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.

viii) To review any related party transactions and conflicts of interest situation that may arise within the Group including
any transactions, procedures or course of conduct that raises questions of management integrity.

ix) To review the external auditors’ management letter and management’s response.

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audit committee report

x) To review and verify the allocation of options pursuant to the Employees’ Share Option Scheme (“ESOS”) in compliance
with the criteria as stipulated in the by-law of ESOS of the Group, if any.
16
xi) Any other function that may be mutually agreed upon by the Committee and the Board which would be beneficial
to the Company and ensure the effective discharge of the Committee’s duties and responsibilities.

Authority

The Committee is authorised by the Board to investigate any activity within its term of reference at the cost of the Company,
to:-

i) secure full and unrestricted access to any information pertaining to the Company and its subsidiaries (“the Group”).

ii) communicate directly with the external and internal auditors and all employees of the Group.

iii) seek and obtain independent professional advice and to secure the attendance of outsiders with relevant experience
and expertise as it considers necessary.

iv) convene meetings with the external and internal auditors or both excluding the attendance of other directors and
employees of the company, whenever deemed necessary.

SUMMARY OF ACTIVITIES DURING THE FINANCIAL YEAR

There was no activities carried out during the financial year ended 30 September 2009 as the Committee was only formed
on 26 October 2009.

INTERNAL CONTROL REVIEW AND INTERNAL AUDIT FUNCTION

The Group had appointed an independent internal control consultants to carry out a review of the system of internal control
and risk assessment of the Group in relation to the Listing of the Company on the ACE Market of Bursa Securities. The internal
control review has been undertaken to ensure that the Group, in all materials respects has established procedures, systems
and controls which are adequate having regard to the obligations of the Group and its directors to comply with relevant
legal and regulatory requirements and which are sufficient to enable the Group’s directors to make a proper assessment of
the financial position and prospects of the Group, both before and after listing.

The Group has recently engaged a professional firm to provide outsourced internal audit services for the Group.

DSC SOLUTIONS BERHAD (721605-K)


Annual R ep o r t 2 0 0 9
STATEMENT ON INTERNAL CONTROL

INTRODUCTION

Pursuant to paragraph 15.26(b) of Bursa Malaysia Securities Berhad (“Bursa Securities”) ACE Market Listing Requirements, the
17
Board of Directors (“the Board”) of DSC Solutions Berhad (“the Company”) is pleased to provide the following statement on
the state of internal control of the Company, which has been prepared in accordance with the Statement of Internal Control:
Guidance for Directors of Public Listed Companies issued by the Institute of Internal Auditors Malaysia and as adopted by
Bursa Securities.

BOARD RESPONSIBILITY

The Board is responsible for maintaining a sound system of internal control to safeguard shareholders’ investments and the
Company’s assets, and for reviewing the adequacy and integrity of the system. The system of internal control covers not
only financial controls but operational and compliance controls and risk management.

The system of internal control is designed to manage rather than eliminate the risk of failure to achieve business objectives,
and inherently it can only provide reasonable and not absolute assurance against material misstatement or loss.

The Board confirms that there is an informal on-going process for identifying, evaluating and managing the significant risks
faced by the Company for the financial year under review and up to date of approval of the annual report and financial
statements.

OTHER KEY AREAS OF INTERNAL CONTROL

1. The Group has in place an organizational structure that supports business and operational requirements, with
clearly defined levels of responsibilities, lines of accountability and delegated authority with appropriate reporting
procedures.
2. Documented guidelines on operating procedures have been adopted by the Company, ensures clear accountability
and control procedures are in place for all operating units.
3. The Executive Directors are involved in the day-to-day business operations of the Group. Scheduled informal operational
and management meetings are held with senior management to identify, discuss and resolve business and operational
issues. Significant matters identified during these meetings are highlighted to the Board.

The improvement of the system of internal controls is an on-going process and the Board maintains on-going commitment
to strengthen the Company’s control environment and processes.

RISK MANAGEMENT

The Board recognizes that identification, evaluation and management of significant risks faced by the Company are an
ongoing process.

The Board reviews internal control issues identified by the management and evaluates the adequacy and effectiveness of
the Company’s risk management and internal control system.

INTERNAL AUDIT

The Company adopts a risk-based approach to the implementation and monitoring of relevant internal controls. The
Executive Directors conduct briefing and interview on risk assessment to identify significant concerns and risks perceived
by the Senior Management.

CONCLUSION

During the financial year under review, the Board is not aware of any issues which would result in any material losses,
deficiencies or errors arising from any inadequacy or failure of the Company’s system of internal control that would require
disclosure in the Company’s Annual Report. The management will continue to take measures to strengthen the control
environment.

DSC SOLUTIONS BERHAD (721605-K)


An n u a l R e p o r t 2 009
STATEMENT OF DIRECTORS’ RESPONSIBILITY

The Directors are required by the Companies Act, 1965 (“Act”) to prepare financial statements for each financial year, which
give a true and fair view of the state of affairs of the Group and of the Company at the end of the financial year and of the
18 results and cash flows of the Group and of the Company for the financial year then ended.

The Directors consider that, in preparing the financial statements for the financial year ended 30 September 2009, the
Company has used appropriate accounting policies and applied them consistently and made judgements and estimates
that are reasonable and prudent. The Directors also consider that all applicable approved accounting standards have been
followed and confirm that the financial statements have been prepared on a going concern basis.

The Directors are responsible for ensuring that the Group and the Company keep accounting records which disclose with
reasonable accuracy at any time the financial position of the Group and of the Company and which enable them to ensure
that the financial statements comply with the Act and MASB Approved Accounting Standards in Malaysia for Entities Other
Than Private Entities.

DSC SOLUTIONS BERHAD (721605-K)


Annual R ep o r t 2 0 0 9
ADDITIONAL COMPLIANCE INFORMATION

1. UTILISATION OF PROCEEDS
The Group raised RM6.289 million from its Initial Public Offering on the ACE Market of Bursa Malaysia Securities Berhad 19
on 9 December 2009. The status of the utilisation of the proceeds raised as at 31 December 2009 is as follows:
Proposed Amount Amount
Amount Utilised Unutilised
Purpose RM'000 RM'000 RM'000
Working Capital 1,389 500 889
Business Expansion 1,400 – 1,400
R&D Expenditure 1,800 638 1,162
Listing Expenses 1,700 1,572 128 *
6,289 2,710 3,579

* In view of the actual listing expenses were lower than estimated, the excess will be utilised for working capital
purposes

2. SHARE BUY-BACKS
There were no share buy-back arrangements during the financial year.

3. OPTIONS, WARRANTS OR CONVERTIBLE SECURITIES


There were no options, warrants or convertible securities exercised in respect of the financial year.

4. DEPOSITORY RECEIPT (“DR”)


The company did not sponsor any DR programmes during the financial year.

5. IMPOSITION OF SANCTIONS / PENALTIES


There were no public impositions of sanctions or penalties imposed on the company and its subsidiaries, directors
or management by the regulatory bodies during the financial year.

6. NON-AUDIT FEES
There was no non-audit fees paid to the external auditors by the group for the financial year ended 30 September
2009.

7. VARIATION IN RESULTS
There were no material variance in the audited results from the unaudited results announced for the financial year
under review.

8. PROFIT GUARANTEE
The company did not give any form of profit guarantee to any parties during the financial year.

9. MATERIAL CONTRACTS
There were no and material contracts entered by the company and its subsidiaries involving Directors and substantial
shareholders’ interest during the financial year.

10. REVALUATION POLICY ON LANDED PROPERTY


The Group does not have a revaluation policy in respect of the Group’s properties.

11. RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE AND TRADING NATURE


There were no recurrent related party transactions entered into in the financial year.

12. CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES AND PRACTICES


The Board recognizes the importance of being a responsible corporate citizen to enhance and positively contribute
to society. Although no CSR activities have been carried out during the financial year, the Group will be looking at
implementing the best practices of CSR in areas of environment, community, workplace and marketplace in the
coming years.

DSC SOLUTIONS BERHAD (721605-K)


An n u a l R e p o r t 2 009
financial
statements
21 Directors’ Report

24 Statement by Directors and Statutory Declaration

25 Independent Auditors’ Report

26 Balance Sheet

27 Income Statement

28 Statement of Changes in Equity

29 Cash Flow Statement

30 Notes to the Financial Statements


DIRECTORS’ REPORT

The Directors have pleasure in submitting their report together with the audited financial statements of the Company for
the financial year ended 30 September 2009.
21
PRINCIPAL ACTIVITY

The Company is principally engaged in development and provision of software and engineering consultancy for Automated
Identification and Data Collection (“AIDC”) and investment holding company.

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

FINANCIAL RESULTS

RM

Profit for the financial year 2,339,941

DIVIDENDS

There were no dividends paid or declared by the Company since the end of the previous 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

There were no shares or debentures issued during the financial year.

Subsequent to the balance sheet date, the Company increased its issued and fully paid up share capital from RM2 comprising
20 ordinary shares of RM0.10 each to RM10,400,000 comprising 104,000,000 ordinary shares of RM0.10 each as disclosed
in Note 19 to the Financial Statements.

INFORMATION ON THE FINANCIAL STATEMENTS

Before the financial statements of the Company were made out, the Directors took reasonable steps:-

(a) to ascertain that action had been taken in relation to the writing off of bad debts and the making of allowance for
doubtful debts and satisfied themselves that there were no bad debts to be written off and no allowance for doubtful
debts was required; and

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

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

(a) which would render it necessary to write off any bad debts or to make any allowance for doubtful debts in the financial
statements of the Company; or

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

DSC SOLUTIONS BERHAD (721605-K)


An n u a l R e p o r t 2 009
DIRECTORS’ REPORT

(c) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Company
misleading or inappropriate.
22
No contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve
months after the end of the financial year which, in the opinion of the Directors, will or may affect the ability of the Company
to meet its obligations as and when they fall due.

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

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

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

OTHER STATUTORY INFORMATION

The Directors state that:-

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

In the opinion of the Directors:-

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

(b) there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction
or event of a material and unusual nature likely to affect substantially the results of operations of the Company for
the current financial year in which this report is made.

DIRECTORS

The Directors in office since the date of the last report are as follows:-

Seah Liang Chiang (Managing Director)


Chua Yock Peng (Executive Director)
Wong Ee Sing (Executive Director)
Dato’ Dr. Mohamed Ibrahim Bin A Wahid (Independent Non-Executive Chairman) (appointed on 26.10.2009)
Leong Siong Weng (Executive Director) (appointed on 26.10.2009)
Muk Sai Tat (Independent Non-Executive Director) (appointed on 26.10.2009)
Edward Khor Yew Heng (Independent Non-Executive Director) (appointed on 26.10.2009)

According to the Register of Directors’ shareholdings, the beneficial interest of those who were Directors at the end of the
financial year in the shares of the Company as follows:-

Ordinary shares of RM1 each


At At
1.10.2008 Bought Sold 30.9.2009

Seah Liang Chiang 1 – – 1

No other Directors at the end of the financial year held any interest in shares of the Company and its related corporation
during the financial year.

DSC SOLUTIONS BERHAD (721605-K)


Annual R ep o r t 2 0 0 9
DIRECTORS’ REPORT

SIGNIFICANT EVENTS

The significant events during the financial year and subsequent to the balance sheet date are disclosed in Note 19 to the
23
Financial Statements.

DIRECTORS’ BENEFITS

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

Since the end of the previous financial year, no Directors has received or become entitled to receive any benefit by reason
of a contract made by the Company or a related corporation with the Director or with a firm of which he is a member, or
with a company in which he has a substantial financial interest.

AUDITORS

Messrs SJ Grant Thornton have expressed their willingness to continue in office.

On behalf of the Board

........................................................................................... )
SEAH LIANG CHIANG )
)
)
)
)
) DIRECTORS
)
)
)
)
........................................................................................... )
CHUA YOCK PENG )

Kuala Lumpur
20 January 2010

DSC SOLUTIONS BERHAD (721605-K)


An n u a l R e p o r t 2 009
STATEMENT BY DIRECTORS

In the opinion of the Directors, the financial statements set out on pages 26 to 46 are drawn up in accordance with Financial
Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of
24 the Company as at 30 September 2009 and its financial performance and cash flows of the Company for the financial year
then ended.

On behalf of the Board

............................................................................................... ............................................................................................
SEAH LIANG CHIANG CHUA YOCK PENG

Kuala Lumpur
20 January 2010

STATUTORY DECLARATION

I, Seah Liang Chiang, being the Director primarily responsible for the financial management of DSC Solutions Berhad, do
solemnly and sincerely declare that to the best of my knowledge and belief, the financial statements set out on pages 26
to 46 are correct and I make this solemn declaration conscientiously believing the same to be true and by virtue of the
provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared by )


the abovenamed at Kuala Lumpur in )
the Federal Territory this day of )
20 January 2010 ) .........................................................................
SEAH LIANG CHIANG

Before me:

Commissioner for Oaths

DSC SOLUTIONS BERHAD (721605-K)


Annual R ep o r t 2 0 0 9
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF
DSC SOLUTIONS BERHAD

Report on the Financial Statements

We have audited the financial statements of DSC Solutions Berhad, which comprise the balance sheet of the Company as at
25
30 September 2009, and the income statement, statement of changes in equity and cash flow statement of the Company
for the financial year then ended, and a summary of significant accounting policies and other explanatory notes, as set out
on pages 26 to 46.

Directors’ Responsibilities 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 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’ Responsibilities

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 Companies Act, 1965 in Malaysia so as to give a true and fair view of the position of the Company as of 30 September
2009 and of its financial performance and cash flows for the financial 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 that in our opinion, the
accounting and other records and the registers required by the Act to be kept by the Company have been properly kept in
accordance with the provisions 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.

SJ GRANT THORNTON DATO’ N. K. JASANI


(NO. AF: 0737) CHARTERED ACCOUNTANT
CHARTERED ACCOUNTANTS (NO: 708/03/10(J/PH))

Kuala Lumpur
20 January 2010

DSC SOLUTIONS BERHAD (721605-K)


An n u a l R e p o r t 2 009
BALANCE SHEET
AS AT 30 SEPTEMBER 2009

Note 2009 2008


RM RM
26
SHARE CAPITAL 6 2 2
UNAPPROPRIATED PROFIT 5,250,924 2,910,983

Total shareholders' equity 5,250,926 2,910,985

Represented by:-

NON-CURRENT ASSET
Development costs 7 784,653 359,325

CURRENT ASSETS
Trade receivables 8 3,950,498 2,254,163
Other receivables 9 760,994 324,879
Cash and bank balances 13,366 3,438

Total current assets 4,724,858 2,582,480

LESS: CURRENT LIABILITIES


Trade payables 10 – 10,150
Other payables 11 258,585 20,670

Total current liabilities 258,585 30,820

NET CURRENT ASSETS 4,466,273 2,551,660

5,250,926 2,910,985

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

DSC SOLUTIONS BERHAD (721605-K)


Annual R ep o r t 2 0 0 9
INCOME STATEMENT
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2009

Note 2009 2008


RM RM

27
Revenue 12 3,129,404 2,136,430

Cost of sales (591,988) (285,990)

Gross profit 2,537,416 1,850,440

Administration expenses (190,666) (26,014)

Other expenses (6,809) (465)

Profit before taxation 13 2,339,941 1,823,961

Taxation 14 – –

Profit for the financial year 2,339,941 1,823,961

Attributable to:-
Equity holders of the Company 2,339,941

Earnings per share attributable to equity holders


of the Company
- Basic (RM) 15 1,169,970.50

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

DSC SOLUTIONS BERHAD (721605-K)


An n u a l R e p o r t 2 009
STATEMENT OF CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2009

Share Unappropriated
capital profit Total
28 RM RM RM

Balance at 1 October 2007 2 1,087,022 1,087,024

Profit for the financial year – 1,823,961 1,823,961

Balance at 30 September 2008 2 2,910,983 2,910,985

Profit for the financial year – 2,339,941 2,339,941

Balance at 30 September 2009 2 5,250,924 5,250,926

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

DSC SOLUTIONS BERHAD (721605-K)


Annual R ep o r t 2 0 0 9
CASH FLOW STATEMENT
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2009

2009 2008
RM RM
29
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before taxation 2,339,941 1,823,961

Adjustment for:-
Amortisation of development costs 591,988 285,990

Operating profit before working capital changes 2,931,929 2,109,951

Changes in working capital:-


Receivables (2,132,450) (1,226,873)
Payables 227,765 (545,516)

Cash generated from operations/Net cash from


operating activities 1,027,244 337,562

CASH FLOWS FROM INVESTING ACTIVITY


Payment for development costs (1,017,316) (379,126)

Net cash used in investing activity (1,017,316) (379,126)

CASH AND CASH EQUIVALENTS


Net increase/(decrease) 9,928 (41,564)
Brought forward 3,438 45,002

Carried forward 13,366 3,438

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

DSC SOLUTIONS BERHAD (721605-K)


An n u a l R e p o r t 2 009
NOTES TO THE FINANCIAL STATEMENTS
– 30 SEPTEMBER 2009

1. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS


30 The financial statements of the Company have been prepared in accordance with the Companies Act, 1965 in Malaysia
and Financial Reporting Standards issued by Malaysian Accounting Standards Board (“MASB”).

2. FLOATATION EXERCISE

As an integral part of the listing of and quotation for the entire enlarged issued and paid-up share capital of the
Company (“refer to DSC”), DSC Group (refer to DSC Solutions Berhad, Digital Scanning Corporation Pte. Ltd. and DSC
Systems (M) Sdn Bhd”) undertook the Flotation Exercise that was approved by the Securities Commission (“SC”) on 28
November 2008, extended vide its letter dated 26 May 2009 until 31 December 2009 to implement the Public Issue
and varied through its letter dated 23 October 2009. The Flotation Exercise involves the following:-

(i) Sub-division of Shares

The Company sub-divided the par value of the ordinary shares of RM1.00 each into ten (10) new Shares. Upon
completion of the Sub-division of Shares, the issued and paid-up share capital of the Company will be RM2
comprising 20 Shares.

The sub-division of shares was completed on 23 October 2009.

(ii) Acquisitions of Subsidiary Companies

(a) Acquisition of the entire issued and paid-up share capital of Digital Scanning Corporation Pte. Ltd.
(“DIGITAL”) comprising 1,038,745 ordinary shares which represents 100% equity interest in DIGITAL for
a total purchase consideration of RM3,774,128 to be wholly satisfied through the issuance of 37,741,280
new DSC Shares; and

(b) Acquisition of the entire issued and paid-up share capital of DSC Systems Sdn. Bhd. (“DSCM”) comprising
200,000 ordinary shares of RM1.00 each which represents 100% equity interest in DSCM for a total
purchase consideration of RM168,070 to be wholly satisfied through the issuance of 1,680,700 new DSC
Shares.

(c) Renunciation of rights to the allotment of 8,320,000 DSC shares arising from the allotment of new shares
to be issued for the Acquisition of DIGITAL, representing 16.00% of the enlarged and paid-up share capital
of DSC after the Public Issue to key employees of the DSC Group.

The above Acquisitions were completed on 23 October 2009.

(iii) Public Issue

Public Issue of 12,578,000 new DSC Shares at an issue price of RM0.50 per DSC Share.

The Shares shall be allocated to prospective investors in the following manner:-

(a) General Public



1,000,000 of DSC Shares representing 1.92% of the enlarged issued and paid-up capital after Public Issue
will be made available for application by the General Public;

(b) Eligible Directors and employees

500,000 of DSC Shares representing 0.96% of the enlarged issued and paid-up capital after the Public
Issue will be reserved for application by the eligible Directors and employees; and

DSC SOLUTIONS BERHAD (721605-K)


Annual R ep o r t 2 0 0 9
NOTES TO THE FINANCIAL STATEMENTS
– 30 SEPTEMBER 2009

2. FLOATATION EXERCISE (CONT’D)

(iii) Public Issue (cont'd)


31
(c) Private placement

11,078,000 of DSC Shares representing 21.30% of the enlarged issued and paid-up capital after the Public
Issue will be made available for application by way of private placement to identified investors.

The above Public Isuue were completed on 2 December 2009.

(iv) Bonus Issue

Bonus Issue of 52,000,000 new DSC Shares to be issued and credited as fully paid-up on the basis of one (1)
new DSC Share for every one (1) DSC Share held after Public Issue.

The above Bonus Issue was completed on 2 December 2009.

(v) Listing and Quotation on the ACE Market of Bursa Malaysia Securities Berhad

In conjunction with the Flotation Exercise, the Company seeks the admission and the listing of and quotation
for the entire enlarged issued and paid-up share capital of DSC comprising 104,000,000 DSC Shares on the
Official List of the ACE Market of Bursa Malaysia Securities Berhad.

On 9 December 2009, the Company was listed and quoted on the ACE Market of Bursa Malaysia Securities
Berhad.

The gross proceeds arising from the Public Issue amounting to RM6,289,000 are expected to be fully utilised
for the core business of DSC Group in the following manner:-

RM’000

Research and Development costs 1,800
Business expansion and capital expenditure 1,400
Working capital 1,389
Listing expenses 1,700

6,289

The listing expenses are estimated at RM1,700,000 and will be set off against the share premium account and
unappropriated profit account.

3. FINANCIAL RISK MANAGEMENT POLICIES

The Company’s financial risk management policy seeks to ensure that adequate financial resources are available for
the development of the Company’s business whilst managing its risks. The Company operates within policies that
are approved by the Board of Directors and the Company’s policy is not to engage in speculative transactions.

DSC SOLUTIONS BERHAD (721605-K)


An n u a l R e p o r t 2 009
NOTES TO THE FINANCIAL STATEMENTS
– 30 SEPTEMBER 2009

3. FINANCIAL RISK MANAGEMENT POLICIES (CONT’D)


32 The main areas of financial risks faced by the Company and the policies in respect of the major areas of treasury activity
are set out as follows:-

3.1 Foreign currency risk

The Company is exposed to foreign currency risk as a result of its normal operating activities where the currency
denomination differs from the local currency, Ringgit Malaysia (RM). The Company’s policy is to minimise the
exposure of foreign currency risk by matching local currency income against local currency costs.

3.2 Credit risk



The credit risk is controlled by the application of credit approvals, limits and monitoring procedures. An internal
credit review is conducted if the credit risk is material.

3.3 Market risk

For key product purchases, the Company establishes fixed and floating price levels that the Company considers
acceptable and enters into physical supply agreements, where necessary, to achieve these levels. The Company
does not face significant exposure from the risk of changes in equity prices.

3.4 Liquidity and cash flow risks

The Company relies on its management of working capital to ensure that the cash flows within the operating
cycle are sustainable.

The Company has sufficient support from its Directors to meet it short-term funding needs.


4. SIGNIFICANT ACCOUNTING POLICIES

4.1 Accounting convention

The financial statements of the Company are prepared under the historical cost convention, unless otherwise
indicated in the significant accounting policies.

The financial statements are presented in its functional currency, Ringgit Malaysia (RM).

4.2 Adoption of revised Financial Reporting Standards (“FRS”)

The following are the standards and IC Interpretations that not yet effective and have not been early adopted
by the Company:-

(1) Amendment to FRS 1 - First-time Adoption of Financial Reporting Standards. Amendments relating to
cost of an investment in a subsidiary, jointly controlled entity or associate

(2) FRS 1 (#) - First-time Adoption of Financial Reporting Standards



(3) Amendment to FRS 2 - Share Based Payment. Amendments relating to vesting conditions and
cancellations

(4) Amendments to FRS 2 (#) - Share Based Payment. Amendments relating to the scope of the standard

(5) FRS 3 (#) - Business Combinations

DSC SOLUTIONS BERHAD (721605-K)


Annual R ep o r t 2 0 0 9
NOTES TO THE FINANCIAL STATEMENTS
– 30 SEPTEMBER 2009

4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

4.2 Adoption of revised Financial Reporting Standards (“FRS”) (cont’d)


33
The following are the standards and IC Interpretations that not yet effective and have not been early adopted
by the Company (cont’d):-

(6) FRS 4 - Insurance Contracts

(7) Amendment to FRS 5 - Non-Current Assets Held for Sale and Discontinued Operations. Amendment
relating to disclosures of non-current assets (or disposal groups) classified
as held for sale or discontinued operations

(8) Amendments to FRS 5 (#) - Non-Current Assets Held for Sale and Discontinued Operations. Amendment
relating to the inclusion of non-current assets as held for distribution to
owners in the standard

(9) FRS 7 - Financial Instruments: Disclosures

(10) Amendment to FRS 7 - Financial Instruments: Disclosures. Amendment relating to financial assets

(11) FRS 8 - Operating Segments

(12) Amendment to FRS 8 - Operating Segments. Amendment relating to disclosure information about
segment assets

(13) FRS 101 - Presentation of Financial Statements (Revised)



(14) Amendment to FRS 107 - Cash flow Statements. Amendment relating to classification of expenditures
on unrecognsised assets

(15) Amendment to FRS 108 - Accounting Policies, Changes in Accounting Estimates and Errors. Amendment
relating to selection and application of accounting policies

(16) Amendment to FRS 110 - Events After the Balance Sheet Date. Amendment relating to reason for
dividend not recognised as a liability at the end of the reporting period

(17) Amendment to FRS 116 - Property, Plant and Equipment. Amendment relating to derecognition of
asset

(18) Amendment to FRS 117 - Leases. Amendment relating to classification of leases

(19) Amendment to FRS 118 - Revenue. Amendment relating to Appendix of this standard and recognition
and measurement

(20) Amendment to FRS 119 - Employee Benefits. Amendment relating to definition, curtailment and
settlements

(21) Amendment to FRS 120 - Accounting for Government Grants and Disclosure of Government Assistance.
Amendment relating to definition and government loan at a below – market
rate of interest

(22) FRS 123 - Borrowing Costs (Revised)

(23) Amendment to FRS 123 - Borrowing costs. Amendment relating to exclusion of incidental cost to
borrowing

DSC SOLUTIONS BERHAD (721605-K)


An n u a l R e p o r t 2 009
NOTES TO THE FINANCIAL STATEMENTS
– 30 SEPTEMBER 2009

4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)


34 4.2 Adoption of revised Financial Reporting Standards (“FRS”) (cont’d)

The following are the standards and IC Interpretations that not yet effective and have not been early adopted
by the Company (cont’d):-

(24) Amendment to FRS 127 - Consolidated and Separate Financial Statements. Amendments relating to
cost of an investment in a subsidiary, jointly controlled entity or associate

(25) FRS 127 (#) - Consolidated and Separate Financial Statements

(26) Amendment to FRS 128 - Investments in Associates. Amendment relating to Impairment losses in
application of the equity method and the scope of this standard

(27) Amendment to FRS 129 - Financial Reporting in Hyperinflationary Economies. Amendment relating
to changing of terms used

(28) Amendment to FRS 131 - Interests in Joint Ventures. Amendment relating to additional disclosure
required for joint venture that does not apply FRS 131

(29) Amendment to FRS 132 - Financial Instruments: Presentation. Amendment relating to puttable financial
instruments

(30) Amendment to FRS 134 - Interim Financial Reporting. Amendment relating to disclosure of earnings
per share

(31) Amendment to FRS 136 - Impairment of Assets. Amendment relating to the disclosure of recoverable
amount

(32) Amendment to FRS 138 - Intangible Assets. Amendment relating to recognition of an expense

(33) FRS 138 (#) - Intangible Assets. Amendments relating to the revision to FRS 3

(34) FRS 139 - Financial Instruments: Recognition and Measurement

(35) Amendment to FRS 139 - Financial Instruments: Recognition and Measurement. Amendment relating
to eligible hedged items, reclassification of financial assets and embedded
derivatives

(36) Amendment to FRS 140 - Investment Property. Amendment relating to inability to determine fair value
reliably

(37) IC Interpretation 9 - Reassessment of Embedded Derivatives

(38) Amendments to IC - Reassessment of Embedded Derivatives.
Interpretation 9 (#) Amendments relating to the scope of the IC and revision to FRS 3

(39) IC Interpretation 10 - Interim Financial Reporting and Impairment

(40) IC Interpretation 11 - FRS 2 - Group and Treasury Share Transactions

(41) IC Interpretation 12 (#) - Service Concession Arrangements



(42) IC Interpretation 13 - Customer Loyalty Programmes

DSC SOLUTIONS BERHAD (721605-K)


Annual R ep o r t 2 0 0 9
NOTES TO THE FINANCIAL STATEMENTS
– 30 SEPTEMBER 2009

4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

4.2 Adoption of revised Financial Reporting Standards (“FRS”) (cont’d)


35
The following are the standards and IC Interpretations that not yet effective and have not been early adopted
by the Company (cont’d):-

(43) IC Interpretation 14 - FRS 119 - The limit on a Defined Benefit Asset, Minimum Funding Requirements
and Their Interaction

(44) IC Interpretation 15 (#) - Agreements for the Construction of Real Estate



(45) IC Interpretation 16 (#) - Hedges of a Net Investment in a Foreign Operation

(46) IC Interpretation 17 (#) - Distributions of Non-cash Assets to owners

All the above Amendments, Ic Interpretations and FRSs will be effective for accounting period beginning on
or after 1 January 2010, other than FRS 8 and those marked with (#) which will be applicable to accounting
period beginning on or after 1 July 2009 and 1 July 2010 respectively. The Existing FRS 1, FRS 3, FRS 127 as well
as FRS 2012004 will be withdrawn upon the adoption of the new requirements that take effect on 1 July 2010.

FRS 1, 2, 4, 5, 116, 117, 120, 123, 128, 129, 131 and 140 and IC Interpretation 9, 10, 11, 12, 13, 14, 15, 16 and 17
are not expected to be relevant to the operations of the Company. The directors anticipate that the other FRS,
amendments to FRS and IC Interpretations will be adopted in the annual financial statements of the Company
for the financial year commencing 1 October 2010 and that the adoption of these new/revised FRS, amendments
to FRS and IC Interpretations will have no material impact on the financial statements of the Company in the
period of initial application except for the following:

FRS 3 Business Combination

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

FRS 7 Financial Instruments: Disclosures

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

FRS 8 Operating Segments

FRS 8, which replaces FRS 1142004 Segment Reporting, requires the identification of operating segments based
on internal reports that are regularly reviewed by the Company’s chief operating decision maker in order to
allocate resources to the segments and to assess their performance. Currently, the Company identifies two sets
of segments (business and geographical) using a risks and rewards approach, with the Company’s system of
internal financial reporting to key management personnel serving only as the starting point for the identification
of such segments. As a result, following the adoption of FRS 8, the identification of the Company’s reportable
segments may change.

DSC SOLUTIONS BERHAD (721605-K)


An n u a l R e p o r t 2 009
NOTES TO THE FINANCIAL STATEMENTS
– 30 SEPTEMBER 2009

4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)


36 4.2 Adoption of revised Financial Reporting Standards (“FRS”) (cont’d)

FRS 127 Consolidated and Separate Financial Statements



The revised standard requires the effects of all transactions with non-controlling interests to be recorded in
equity if there is no change in control and these transactions will no longer result in goodwill or gains and
losses. The standard also specifies the accounting when control is lost. Any remaining interest in the equity
is re-measured to fair value, and a gain or loss is recognised in profit or loss. Losses are required to allocate to
non-controlling interests, even if it results in the non-controlling interest to be in a deficit position.

FRS 139 Financial Instruments: Recognition and Measurement

FRS 139 establishes principles for recognising and measuring financial assets, financial liabilities and some
contracts to buy and sell non-financial items. By virtue of the exemption in paragraph 103AB of FRS 139, the
impact on the financial statements upon first adoption of this standard as require by paragraph 30(b) of FRS
108, Accounting Policies, Changes in Accounting Estimates and Errors is not disclosed, if any.

4.3 Significant Accounting Estimates and Judgements

Estimates, assumptions concerning the future and judgements are made in the preparation of the financial
statements. They affect the application of the Company's accounting policies and reported amounts of assets,
liabilities, income and expenses, and disclosures made. They are assessed on an on-going basis and are based
on experience and relevant factors, including expectations of future events that are believed to be reasonable
under the circumstances. Actual result may differ from these estimates.

Key sources of estimation uncertainty

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

Income taxes/Deferred tax liabilities

Significant judgement is involved in determining the Company’s provision for income taxes. There are certain
transactions and computations for which the ultimate tax determination is uncertain during the ordinary course
of business. The Company recognised tax liabilities based on estimates of whether additional taxes will be due.
Where the final tax outcome of these matters is different from the amounts that were initially recognised, such
difference will impact the income tax and deferred tax provisions in the period in which such determination is
made.

The development costs are amortised in a straight-line basis over the life span of the developed assets.
Management estimated the useful life of these assets to be within 3 years. Changes in the technological
developments could impact the economic useful life and the residual values of these assets, therefore future
amortisation charges could be revised.

Amortisation and impairment of development costs

The Company carried out impairment test based on a variety estimation including the value-in-use of Cash
Generating Unit (“CGU”) to which the development costs are allocated. Estimating the value-in-use requires the
Company to make an estimate of the expected future cash flows from the CGU and also to choose a suitable
discount rate in order to calculate the present value of those cash flows. The carrying amount of development
costs of the Company as at 30 September 2009 is RM784,653 (2008: RM359,325).

DSC SOLUTIONS BERHAD (721605-K)


Annual R ep o r t 2 0 0 9
NOTES TO THE FINANCIAL STATEMENTS
– 30 SEPTEMBER 2009

4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

4.4 Research and development cost


37
Expenditure on research activities is recognised as an expense in the period in which it is incurred.

Development cost are expensed in the period in which they are incurred except when the cost incurred on
development project are recognised as development assets to the extent that such expenditure is expected
to generates future economic benefits.

Development cost initially recognised as an expense is not recognised as an asset in subsequent year.

Capitalised development cost, considered to have finite useful life, is amortised on a systematic basis over their
expected useful lives which is 3 years commencing from the time when the product is available for sale and
assessed for impairment whenever there is an indication that the development cost may be impaired. Should
the product or project be aborded, the relative expenditure will be charge to the income statement in the
period in which such decision is made.

The amortisation period and the amortisation method for the development cost with a finite useful life are
reviewed at least at each financial year end.

The amortisation expense on development cost with finite useful life is recognised in the income statement in
the expenses category.

4.5 Receivables

Receivables are carried at anticipated realisable value. Bad debts are written off in the period in which they
are identified. An allowance is made for doubtful debts based on a review of all outstanding amounts at the
financial period end.

4.6 Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and cash at bank, which are readily convertible to known
amounts of cash which are subject to an insignificant risk of changes in value.

4.7 Payables

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

4.8 Revenue recognition

Revenue from sale of goods and services are recognised when the Company has transferred to the buyer the
significant risks and rewards of ownership of the goods and services.

Revenue from maintenance fee is recognised on the provision of assessment and development services which
is based on the fee income of time worked.

Revenue from licensed fee is recognised when it is probable that licensed fee will be received, which is normally
when the event has occurred.

DSC SOLUTIONS BERHAD (721605-K)


An n u a l R e p o r t 2 009
NOTES TO THE FINANCIAL STATEMENTS
– 30 SEPTEMBER 2009

4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)


38 4.9 Impairment of assets

At each balance sheet date, the Company reviews the carrying amounts of its assets to determine whether
there is any indication of impairment. Intangible asset with indefinite useful life such as goodwill is tested for
impairment at least once annually or more frequently if events or changes in circumstances indicate that the
carrying value may be impaired either individually or at the cash-generating unit level.

If any such indication exists, or when annual impairment testing for an asset is required, the recoverable amount
is estimated and an impairment loss is recognised whenever the recoverable amount of the asset or a cash-
generating unit is less than its carrying amount. Recoverable amount of an asset or a cash-generating unit is
the higher of its fair value less costs to sell and its value in use.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the
asset. Impairment losses of continuing operations are recognised in the income statement in those expense
categories consistent with the function of the impaired asset.

An impairment loss is recognised as an expense in the income statement immediately.

An assessment is made at each balance sheet date as to whether there is any indication that previously recognised
impairment losses for an asset other than goodwill may no longer exist or may have decreased. If such indication
exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there
has been a change in the estimates used to determine the asset recoverable amount. That increased amount
cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment
loss been recognised for the asset in prior years.

All reversals of impairment losses are recognised as income immediately in the income statement.

An impairment loss recognised for goodwill shall not be reversed in a subsequent period.

4.10 Financial instruments

Financial instruments carried on the balance sheet include cash and bank balances, receivables and payables.
The particular recognition methods adopted are disclosed in the individual accounting policy statements
associated with each item.

Financial instruments are offset when the Company has a legally enforceable right to set off the
recognised amounts and intends either to settle on a net basis, or to realise the asset and settle the liability
simultaneously.

4.11 Foreign currency translation and balances

The financial statements are presented in Malaysia Ringgit, which is also the functional currency of the
Company.

Transactions in foreign currencies are recorded in Ringgit Malaysia at rates of exchange ruling at the date of the
transactions. Foreign currency monetary assets and liabilities are translated at exchange rates ruling at balance
sheet date.

Gains and losses resulting from settlement of such transactions and conversion of monetary assets and liabilities,
whether realised or unrealised, are included in the income statement as they arise.

DSC SOLUTIONS BERHAD (721605-K)


Annual R ep o r t 2 0 0 9
NOTES TO THE FINANCIAL STATEMENTS
– 30 SEPTEMBER 2009

4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

4.12 Equity instruments


39
Ordinary shares are classified as equity which are recorded at the nominal value and proceeds in excess of the
nominal value of shares issued, if any, are accounted for as share premium. Both ordinary shares and share
premium are classified as equity. Dividends on ordinary shares recognised as liabilities when declared.

4.12 Equity instruments

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

5. PRINCIPAL ACTIVITY AND GENERAL INFORMATION

The Company is principally engaged in development and provision of software and engineering consultancy for
Automated Identification and Data Collection (“AIDC”) and investment holding company.

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

The Company is a public limited liability company, incorporated and domiciled in Malaysia and listed on the ACE
Market of Bursa Malaysia Securities Berhad on 9 December 2009.

The registered office of the Company is located at 3rd Floor, No. 79 (Room A), Jalan SS21/60, Damansara Utama, 47400
Petaling Jaya, Selangor Darul Ehsan. The principal place of business of the Company is located at Suite 30.10, Business
Innovation Centre, Level 30, Menara MSC Cyberport 5, Jalan Bukit Meldrum, Johor Bahru, 80300 Johor.

The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the
Directors on 20 January 2010.

6. SHARE CAPITAL

2009 2008
RM RM

Authorised:-
Ordinary shares of RM1.00 each
100,000 shares at beginning/end of the financial year 100,000 100,000

Issued and fully paid:-


Ordinary shares of RM1.00 each
2 shares at beginning/end of the financial year 2 2

DSC SOLUTIONS BERHAD (721605-K)


An n u a l R e p o r t 2 009
NOTES TO THE FINANCIAL STATEMENTS
– 30 SEPTEMBER 2009

7. DEVELOPMENT COSTS
40 2009 2008
RM RM
Cost
Brought forward 824,863 505,537
Additions 1,017,316 319,326

Carried forward 1,842,179 824,863

Accumulated amortisation

Brought forward 465,538 179,548


Charged during the financial year 591,988 285,990

Carried forward 1,057,526 465,538

Net carrying amount 784,653 359,325

Development costs are costs incurred for developing software in order to sell to other customers.

The management of the Group carried out a review of the recoverable amount of its development costs during the
financial year. The review did not lead to any recognition of impairment loss.

The recoverable amount was based on value-in-use and was determined at the cash generating unit (“CGU”). In
determining value-in-use for the CGU, cash flows were discounted at a rate of 6.75% on a pre-tax basis. The discount
rate is based on the Base Lending Rate (BLR) in Malaysia.

8. TRADE RECEIVABLES

Included in trade receivables are amount due from companies in which Directors have interest of RM3,002,498 (2008:
RM2,254,163).

The amount due from companies in which Directors have interest is unsecured, bears no interest and no scheme of
repayment has been arranged. These balances will become inter-company balances as these companies are involved
in the listing exercise as disclosed in Note 19 to the Financial Statements.

The currency exposure profile of the trade receivables, other than denominated in the Company’s functional currency
is as follows (foreign currency balance are unhedged):-

2009 2008
RM RM

Singapore Dollar 3,002,498 2,060,944

The Company’s normal trade credit from ranges from 30 days to 90 days. Other credit terms are assessed and approved
on a case-by-case basis.

DSC SOLUTIONS BERHAD (721605-K)


Annual R ep o r t 2 0 0 9
NOTES TO THE FINANCIAL STATEMENTS
– 30 SEPTEMBER 2009

9. OTHER RECEIVABLES

2009 2008
41
RM RM

Rental deposit 2,500 4,600
Prepayment of listing expenses 758,494 320,279

760,994 324,879

The listing expenses will be set off against the share premium account and unapproriated profit account upon the
completion of the flotation exercise.

10. TRADE PAYABLES

In the previous financial year, the trade payables was an amount due from a company in which Directors have
interest.

The credits terms granted by the trade payables to the Company ranged from 30 days to 180 days.

11. OTHER PAYABLES

2009 2008
RM RM

Accruals of expenses 171,500 4,000
Non-trade payable 46,658 16,670
Amount due to a company in which Directors have interest 40,427 –

258,585 20,670

The amount due to companies in which Directors have interest is unsecured, bears no interest and no scheme of
repayment has been arranged. This balance will become inter-company balance as this company is involved in the
listing exercise as disclosed in Note 19 to the Financial Statements.

The currency exposure profile of the other payables, other than balances denominated in the Company’s functional
currency is as follows (foreign currency balance are unhedged):-

2009 2008
RM RM

Singapore Dollar 10,737 –

12. REVENUE

The revenue of the Company represents income from sales of software or digital and licensed fees charged.

DSC SOLUTIONS BERHAD (721605-K)


An n u a l R e p o r t 2 009
NOTES TO THE FINANCIAL STATEMENTS
– 30 SEPTEMBER 2009

13. PROFIT BEFORE TAXATION


42 Profit before taxation has been determined after charging amongst other items the followings:-

2009 2008
RM RM

Auditors’ remuneration - statutory audit 15,000 4,000


- special audit for initial public offerings 4,000 –
Amortisation of development costs 591,988 285,990
Directors’ other emolument 150,000 –
Office rental 8,000 13,750
Realised foreign exchange loss 6,809 465

14. TAXATION

There is no provision for taxation for the Company as the Company was granted a pioneer status for approved qualifying
activity income derived from Multimedia Super Corridor project for a period of 5 years expiring on 3 August 2011.

No deferred tax liabilities has been provided for the taxable temporary differences on the development expenditure on
the assumption that the Company will make an application to Multimedia Development Corporation for an extension
of its pioneer period from 4 August 2011 to 3 August 2016 when its existing pioneer period ends on 3 August 2011.
The extension of the pioneer period for a further 5 years is subject to fulfilling all the conditions for extension set by
the Multimedia Development Corporation.

A reconciliation of income tax expenses applicable to profit before taxation at the statutory tax rate to the income
tax expenses at the effective tax rate of the Company are as follows:-

2009 2008
RM RM

Profit before taxation 2,339,941 1,823,961

Taxation at Malaysian statutory tax rate of 25% (2008: 26%) 584,985 474,230

Tax effects in respect of:-


Expenses not deductible for tax purposes 131,596 74,014
Tax savings from pioneer status (520,581) (458,412)
Deferred tax liabilities not recognised due to
pioneer status granted (196,000) (89,832)

Effective tax expenses – –

Subject to agreement by the Inland Revenue Board, the Company has sufficient tax exempt income to frank the
payment of dividends to the extent of RM4,739,110 (2008: RM2,656,787) out of its retained profits as at 30 September
2009.

The Malaysian Budget 2008 introduced a single tier company income tax system with effect from year of assessment
2008. As such, the Section 108 tax credit as at 30 September 2009 will be available to the Company until such time the
credit is fully utilised or upon expiry of the six-year transitional period on 30 September 2013, which ever is earlier.

However, the above amounts are subject to the approval of the Inland Revenue Board of Malaysia.

DSC SOLUTIONS BERHAD (721605-K)


Annual R ep o r t 2 0 0 9
NOTES TO THE FINANCIAL STATEMENTS
– 30 SEPTEMBER 2009

15. EARNINGS PER SHARE

Basic earnings per share amounts are calculated by dividing profit for the financial year attributable to ordinary equity
43
holders of the Company by the weighted average number of ordinary shares in issue during the financial year held
by the Company.

2009
RM

Profit from operations attributable to ordinary equity holders of the Company 2,339,941

2009
No. of shares

Weighted average number of ordinary shares in issue 2

2009
RM

Basic earnings per share for:-


Profit from operations 1,169,970.50

16. EMPLOYEE BENEFITS EXPENSE

2009 2008
RM RM

Staff cost - Directors’ other emolument 150,000 –

The Company has not employed any staff since the end of previous financial year, except for the Board of Directors.

17. RELATED PARTY DISCLOSURE

(a) The transaction of the Company with the related parties is as follows:-

2009 2008
RM RM

Sales to companies in which Directors have interest 2,171,404 2,136,430

(b) The Company has no other members of key management personnel apart from the Board of Directors.

(c) The outstanding balances arising from related party transactions at the balance sheet date were disclosed in
Notes 8, 10 and 11 to the Financial Statements.

DSC SOLUTIONS BERHAD (721605-K)


An n u a l R e p o r t 2 009
NOTES TO THE FINANCIAL STATEMENTS
– 30 SEPTEMBER 2009

18. FINANCIAL INSTRUMENTS


44 (a) Credit risk

The maximum credit risk associated with recognised financial assets is the carrying amount shown in the
balance sheet.

The Company has no significant concentration of credit risk with any single counterparty, except for:-

2009

(i) 76% of trade receivables at balance sheet date was due from Digital Scanning Corporation Pte. Ltd.
(“DIGITAL”).

(ii) 12% of trade receivables at balance sheet date was due from Kiosk Media (M) Sdn. Bhd..

2008

(i) 76% of trade receivables at balance sheet date was due from Digital Scanning Corporation Pte. Ltd.
(“DIGITAL”).

(iii) 24% of trade receivables at balance sheet date was due from DSC Systems (M) Sdn. Bhd..

(b) Fair values

The carrying amounts of all financial assets and liabilities of the Company at the balance sheet date approximated
their fair values.

19. SIGNIFICANT EVENTS

The Company was granted approval from the Securities Commission on 28 November 2008 in relation to the proposed
listing on the ACE Market of Bursa Malaysia Securities Berhad. The Company had appealed for an extension for the
proposed listing on 26 May 2009 and was granted extension until 31 December 2009. As part of the listing exercise,
the Company undertook the following scheme:-

(i) On 12 October 2009, the Company increased its authorised share capital from RM100,000 to RM25,000,000
by creation of RM24,900,000 ordinary shares of RM1.00 each and that same shares shall rank pari passu in all
respects the existing ordinary shares of the Company;

(ii) On 23 October 2009, the Company had sub-divided its authorised share capital of 25,000,000 ordinary shares
of RM1.00 into 250,000,000 ordinary shares of RM0.10 each;

(iii) On 23 October 2009, the Company acquired the entire issued and paid-up share capital of DSCM and DIGITAL,
by way of issuance of its issued and fully paid-up share capital through an allotment of 39,421,980 ordinary
shares of RM0.10 each. Upon completion of the acquisition of subsidiary companies, the issued and fully paid-
up share capital of the Company has increased from RM2 comprising 20 ordinary shares of RM0.10 each to
RM3,942,200 comprising 39,422,000 ordinary shares of RM0.10 each.

DSC SOLUTIONS BERHAD (721605-K)


Annual R ep o r t 2 0 0 9
NOTES TO THE FINANCIAL STATEMENTS
– 30 SEPTEMBER 2009

19. SIGNIFICANT EVENTS (CONT’D)

The results, cash flows and net assets of DSCM and DIGITAL as at financial year ended 30 September 2009 were
45
as follows:-

2009
RM

Revenue 15,378,745
Other income 374,166
Operating cost (15,258,186)

Profit before tax 494,725


Taxation (192,910)

Profit after tax 301,815

Cash flows used in operating activities 522,504


Cash flows used in investing activities (1,271,440)
Cash flows from financing activities 713,767

Net cash outflows (35,169)

Non-current assets 1,694,862


Intangible assets 4,423,140
Current assets 7,996,657
Non-current liabilities (4,614,467)
Current liabilities (4,678,172)

Net assets 4,822,020

(iv) On 22 October 2009, the shareholders of the Company approved the Public Issue of 12,578,000 new ordinary
shares of RM0.10 each in the Company at an issue price of RM0.50 per ordinary share for application by eligible
directors, employees and business associates of the Company and its subsidiaries, for placement to selected
investors and for application by the Public. Upon the Public Issue, the Company issued bonus shares of one
(1) new ordinary share of the Company to be credited as fully paid-up for every one (1) existing ordinary share
held.

(v) On 2 December 2009, the Company allotted and issued 12,578,000 new ordinary shares of RM0.10 at an issue
price of RM0.50 per ordinary shares upon completion of Public Issue. Consequently, the Company increased
its issued and fully paid-up share capital from RM3,942,200 comprising 39,422,000 ordinary shares of RM0.10
each to RM5,200,000 comprising 52,000,000 ordinary shares of RM0.10 each.

On the same day, Bonus Issue of 52,000,000 new ordinary shares was issued and credited as fully paid-up on
the basis of one (1) new ordinary share for every one (1) ordinary shares held after Public Issue.

On 9 December 2009, the Company was officially listed on the ACE Market of Bursa Malaysia Securities
Berhad.

DSC SOLUTIONS BERHAD (721605-K)


An n u a l R e p o r t 2 009
NOTES TO THE FINANCIAL STATEMENTS
– 30 SEPTEMBER 2009

20. SEGMENTAL REPORTING


46 Segmental information is not presented as there are no material segments other than for proprietary software and
the Company’s operations are conducted predominantly in Malaysia.

21. COMPARATIVE INFORMATION

Comparative figures have been reclassified on the face of the balance sheets with the current year’s presentation.

As previously
As reclassified reported
RM RM

Balance sheet
Current assets
Trade receivables 2,254,163 3,438,999

Current liabilities
Other payables 20,670 1,205,506

DSC SOLUTIONS BERHAD (721605-K)


Annual R ep o r t 2 0 0 9
Analysis of Shareholdings
as at 29 January 2010

Authorised Capital : RM25,000,000.00


Issued and Fully Paid-Up Capital : RM10,400,000.00 comprising 104,000,000 Ordinary Shares of RM0.10 each
Class of Equity Securities : Ordinary Shares of RM0.10 each ("Shares") 47
Voting Rights : One vote per Share

Distribution Schedule of Shareholders

No of Holders Size of Holdings No. of Shares %#

4 Less than 100 shares 194 *


45 100 - 1,000 shares 30,652 0.03
510 1,001 - 10,000 shares 3,731,835 3.59
770 10,001 - 100,000 shares 26,814,820 25.78
70 100,001 - less than 5% of issued shares 21,467,135 20.64
2 5% and above of issued shares 51,955,364 49.96

1401 Total 104,000,000 100.00

* Negligible

SUBSTANTIAL SHAREHOLDERS' SHAREHOLDINGS


(As per the Register of Substantial Shareholders)

Direct Interest Indirect Interest


Name of Substantial Shareholders No. of Shares % No. of Shares %
(1)
Seah Liang Chiang 11,238 0.01 51,966,746 49.96
(2)
Chua Yock Peng 11,382 0.01 51,966,602 49.96
DSC Systems Pte Ltd (“DSCS”) 40,782,946 39.21 – –
DSC Holdings Pte Ltd (“DSCH”) 11,172,418 10.74 – –

Notes:
(1) Deemed interested by virtue of his shareholdings in DSCS, DSCH and his spouse, Chua Yock Peng’s shareholdings in DSC
Solutions Berhad.
(2) Deemed interested by virtue of her shareholdings in DSCS and her spouse, Seah Liang Chiang’s shareholdings in DSCH and
DSC Solutions Berhad.

DIRECTORS' SHAREHOLDINGS
(As per the Register of Directors’ Shareholdings)

Direct Interest Indirect Interest


Name of Directors No. of Shares % No. of Shares %

Dato’ Dr. Mohamed Ibrahim bin A Wahid 50,000 0.05 – –


(1)
Seah Liang Chiang 11,238 0.01 51,966,746 49.96
(2)
Chua Yock Peng 11,382 0.01 51,966,602 49.96
Wong Ee Sing 1,675,200 1.61 – –
Leong Siong Weng 1,812,270 1.74 – –
Muk Sai Tat 30,000 0.03 – –
Edward Khor Yew Heng 60,000 0.06 – –

Notes:
(1) Deemed interested by virtue of his shareholdings in DSCS, DSCH and his spouse, Chua Yock Peng’s shareholdings in DSC
Solutions Berhad.
(2) Deemed interested by virtue of her shareholdings in DSCS and her spouse, Seah Liang Chiang’s shareholdings in DSCH and
DSC Solutions Berhad.

DSC SOLUTIONS BERHAD (721605-K)


An n u a l R e p o r t 2 009
Analysis of Shareholdings
as at 29 January 2010

30 Largest Securities Account Holders as at 29 January 2010


48 (without aggregating the securities from different securities accounts belonging to the same person)

No Name No. of Shares held %

1 Affin Nominees (Asing) Sdn Bhd 40,782,946 39.214


Core Capital Management Sdn Bhd for DSC Systems Pte Ltd
2 Affin Nominees (Asing) Sdn Bhd 11,172,418 10.742
Core Capital Management Sdn Bhd for DSC Holdings Pte Ltd
3 Public Nominees (Tempatan) Sdn Bhd 2,341,000 2.250
Pledged Securities Account for Tay Kwee Joo @ Tee Ju (E-TWU)
4 Affin Nominees (Asing) Sdn Bhd 1,808,935 1.739
Core Capital Management Sdn Bhd for Leong Siong Weng
5 Affin Nominees (Tempatan) Sdn Bhd 1,674,400 1.610
Core Capital Management Sdn Bhd for Wong Ee Sing
6 Wong Yun Jong 812,600 0.781
7 Ng Mee Mee 625,000 0.600
8 Data Gold Systems Sdn Bhd 574,000 0.551
9 Mayban Nominees (Tempatan) Sdn Bhd 500,000 0.480
Pledged securities account for Lim Thean Shiang
10 Wong Wai Yuen 500,000 0.480
11 Lee Shui Hin 491,200 0.472
12 Ho Yit Lin @ Ho Yuet Ling 405,900 0.390
13 Choo Soon Teck 400,000 0.384
14 Mayban Nominees (Tempatan) Sdn Bhd 400,000 0.384
Pledged securities account for Neoh Soon Kee
15 Public Nominees (Tempatan) Sdn Bhd 400,000 0.384
Pledged securities account for Saw Song Kee (E-SPI)
16 Sim Chin Han 400,000 0.384
17 Sin Kok Fun 390,000 0.375
18 Mayban Nominees (Tempatan) Sdn Bhd 340,000 0.326
Pledged securities account for Wong Jiun Hing
19 Suam Chee Kit 330,600 0.317
20 Choo Poh Tit 320,000 0.307
21 Lee Siew Yong 320,000 0.307
22 Sharon Lee @ Lee San San 300,000 0.288
23 Teng Teck Kean 290,000 0.278
24 Wong Nang Kim @ Wong Keong Piau 280,000 0.269
25 Mayban Nominees (Tempatan) Sdn Bhd 262,200 0.252
Pledged securities account for Lay Man Wan @ Lai Mun Wan
26 Mayban Securities Nominees (Tempatan) Sdn Bhd 250,000 0.240
Pledged securities account for Thong Koon Choy (33R)
27 Soo Chee Han 240,000 0.230
28 Alliancegroup Nominees (Tempatan) Sdn Bhd 230,100 0.221
Pledged securities account for Ho Khin Fon @ Henry Ho (8036271)
29 Siow Soo Yin 220,500 0.212
30 Goh Soo Chin 210,000 0.201

DSC SOLUTIONS BERHAD (721605-K)


Annual R ep o r t 2 0 0 9
Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Fourth Annual General Meeting of DSC SOLUTIONS BERHAD (“DSC” or “the Company”)
will be held at Langkawi Room, First Floor, Bukit Jalil Golf & Country Resort, Jalan 3/155B, Bukit Jalil, 57000 Kuala Lumpur on
Tuesday, 30 March 2010 at 2.30 p.m. to transact the following business:-
49
AGENDA

1. To receive the Audited Financial Statements for the financial year ended 30 September 2009 Please refer to
together with the reports of the directors and auditors thereon. Note 1

2. To approve the payment of directors’ fees for the financial year ended 30 September 2009. Resolution 1

3. To re-elect Mr. Seah Liang Chiang who retires in accordance with Article 104 of the Company’s Resolution 2
Articles of Association.

4. To re-elect the following Directors who retire in accordance with Article 110 of the Company’s
Articles of Association:
i. Dato’ Dr. Mohamed Ibrahim bin A Wahid Resolution 3
ii. Leong Siong Weng Resolution 4
iii. Muk Sai Tat Resolution 5
iv. Edward Khor Yew Heng Resolution 6

5. To re-appoint Messrs. SJ Grant Thornton as Auditors of the Company until the conclusion of the Resolution 7
next Annual General Meeting and to authorise the Directors to fix their remuneration.

As Special Business:
To consider and if thought fit, pass with or without any modifications, the following
resolution:-

6. ORDINARY RESOLUTION
GENERAL AUTHORITY FOR THE DIRECTORS TO ISSUE SHARES PURSUANT TO SECTION 132D Resolution 8
OF THE COMPANIES ACT, 1965

“THAT pursuant to Section 132D of the Companies Act, 1965, and subject to the approvals
of the relevant governmental and/or regulatory authorities, the Directors be and are hereby
empowered to allot and issue shares in the Company from time to time at such price, upon
such terms and conditions, for such purposes and to such person or persons whomsoever as
the Directors may deem fit provided that the aggregate number of shares issued pursuant to
this resolution does not exceed 10% of the issued share capital of the Company for the time
being AND THAT the Directors be and are also empowered to obtain approval from the Bursa
Malaysia Securities Berhad for the listing of and quotation for the additional shares so issued
AND THAT such authority shall continue in force until the conclusion of the next annual general
meeting of the Company.”

7. To transact any other business of which due notice shall have been given in accordance with Resolution 9
the Companies Act, 1965.

By order of the Board

TEA SOR HUA (MACS 01324)


CHAN BEE FANG (MAICSA 7032385)
Company Secretaries

Petaling Jaya, Selangor


8 March 2010

DSC SOLUTIONS BERHAD (721605-K)


An n u a l R e p o r t 2 009
Notice of Annual General Meeting

Notes:
50 1. The Agenda No. 1 is meant for discussion only as the provision of Section 169(1) of the Companies Act, 1965 does not
require a formal approval of shareholders and hence, is not put forward for voting.

2. A member shall be entitled to appoint up to two (2) proxies only to attend and vote at the same meeting. Where a
shareholder appoints two (2) proxies, he shall specify the proportion of his shareholdings to be represented by each
proxy.

3. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(a) and (b) of the
Companies Act, 1965 shall not apply to the Company.

4. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised
in writing or, if the appointor is a corporation, under the Common Seal.

5. The instrument appointing a proxy must be deposited at the Registered Office of the Company at Third Floor, No. 79
(Room A), Jalan SS21/60, Damansara Utama, 47400 Petaling Jaya, Selangor Darul Ehsan not less than 48 hours before
the time appointed for holding the Meeting or any adjournment thereof.

EXPLANATORY NOTES TO SPECIAL BUSINESS

The proposed resolution 8, if passed, is to empower the Directors to issue shares in the Company up to an amount not
exceeding in total ten per centum (10%) of the issued share capital of the Company for such purposes as the Directors
consider would be in the interest of the Company. This would avoid any delay and cost involved in convening at a general
meeting to approve such an issue of shares. This authority will, revoked or varied by the Company at a general meeting,
expire at the conclusion of the next Annual General Meeting or the expiration of the period within which the next Annual
General Meeting is required by law to be held, whichever is the earlier.

This new mandate will provide flexibility to the Company for any possible fund raising activities, including but not limited
to further placing of shares, for the purpose of funding future investment project(s), working capital and/or settlement of
banking facilities.

STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL


MEETING
1. The Directors standing for re-election at the Fourth Annual General Meeting of the Company are as follows:-

i. Seah Liang Chiang (Article 104)


ii. Dato’ Dr. Mohamed Ibrahim bin A Wahid (Article 110)
iii. Leong Siong Weng (Article 110)
iv. Muk Sai Tat (Article 110)
v. Edward Khor Yew Heng (Article 110)

Article 104 – At least one-third of the Directors for the time being shall retire from Office provided that all Directors,
shall retire from office once at least in every three years but shall be eligible for re-election.

Article 110 – Any Director appointed to fill a casual vacancy or as an addition to the existing Directors shall hold office
only until the next following Annual General Meeting and shall then be eligible for re-election but shall not be taken
into account in determining the Directors who are to retire by rotation at that meeting.

2. Details of Directors who are standing for re-election are set out in the Directors’ Profile Section (page 4 to 7 of the Annual
Report); while the details of their interest in the securities of the Company are set out in the Analysis of Shareholdings
– Directors’ Shareholdings, which appear on page 47 to 48 of this Annual Report).

DSC SOLUTIONS BERHAD (721605-K)


Annual R ep o r t 2 0 0 9
DSC SOLUTIONS BERHAD
( 721605-K )
(Incorporated in Malaysia)

PROXY FORM

I/We (full name in capital letters) . .......................................................... NRIC/Company No. ............................................................................................


of (full address) . ................................................................................................................................................................................................................................
.................................................................................................................................................................................................................................................................
being (a) member(s) of DSC SOLUTIONS BERHAD hereby appoint (full name in capital letters)........................................................................
................................................................................................................................................. NRIC No. ............................................................................................
of (full address) . ................................................................................................................................................................................................................................
or failing him/her, . ........................................................................................................... NRIC No. ............................................................................................
of (full address) . ................................................................................................................................................................................................................................
................................................................................................................................................. NRIC No. ............................................................................................
or failing him/her, the Chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the Fourth Annual General
Meeting of the Company to be held at Langkawi Room, First Floor, Bukit Jalil Golf & Country Resort, Jalan 3/155B, Bukit Jalil, 57000
Kuala Lumpur on Tuesday, 30 March 2010 at 2.30 p.m. and at any adjournment thereof.
Please indicate with an “X” in the appropriate spaces how you wish your votes to be cast. If no specific direction as to vote is given,
the Proxy will vote or abstain from voting at his/her discretion.

No. Resolutions For Against


1. To approve the payment of directors’ fees for the financial year ended 30 September 2009.
2. To re-elect Mr. Seah Liang Chiang who retires in accordance with Article 104 of the Company’s
Articles of Association.
3. To re-elect Dato’ Dr. Mohamed Ibrahim bin A Wahid as director who retires pursuant to Article
No. 110 of the Company’s Articles of Association.
4. To re-elect Mr. Leong Siong Weng as director who retires pursuant to Article No. 110 of the
Company’s Articles of Association.
5. To re-elect Mr. Muk Sai Tat as director who retires pursuant to Article No. 110 of the Company’s
Articles of Association.
6. To re-elect Mr. Edward Khor Yew Heng as director who retires pursuant to Article No. 110 of the
Company’s Articles of Association.
7. To re-appoint Messrs SJ Grant Thornton as Auditors of the Company.
8. To approve the authority for Directors to issue shares pursuant to Section 132D of the Companies
Act, 1965.

Dated this . ........................................ day of .................................... 2010 NO. OF SHARES HELD

.............................................................................
Signature of Member(s)/Common Seal

NOTES:
1. A member shall be entitled to appoint up to two (2) proxies only to attend and vote at the same meeting. Where a shareholder
appoints two (2) proxies, he shall specify the proportion of his shareholdings to be represented by each proxy.
2. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(a) and (b) of the Companies
Act, 1965 shall not apply to the Company.
3. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in
writing or, if the appointor is a corporation, under the Common Seal.
4. The instrument appointing a proxy must be deposited at the Registered Office of the Company at Third Floor, No. 79
(Room A), Jalan SS21/60, Damansara Utama, 47400 Petaling Jaya, Selangor Darul Ehsan not less than 48 hours before
the time appointed for holding the Meeting or any adjournment thereof.

Fold this flap for sealing

Then fold here

AFFIX
STAMP

The Company Secretaries


DSC Solutions Berhad
Third Floor, No. 79 (Room A)
Jalan SS 21/60, Damansara Utama
47400 Petaling Jaya
Selangor Darul Ehsan

1st fold here

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