Professional Documents
Culture Documents
FAJAR AnnualReport2014
FAJAR AnnualReport2014
2014
Contents
CORPORATE INFORMATION
CHAIRMANS STATEMENT
CORPORATE STRUCTURE
10
BOARD OF DIRECTORS
14
16
19
24
25
28
29
31
DIRECTORS REPORT
37
STATEMENT BY DIRECTORS
37
STATUTORY DECLARATION
38
40
41
44
48
52
126
LIST OF PROPERTIES
129
ANALYSIS OF SHAREHOLDINGS
131
Malacca Development
To receive the Audited Financial Statements for the year ended 30 June 2014 together with the
Reports of the Directors and Auditors thereon.
Resolution 1
2)
To re-elect the following directors who retire in accordance with Article 87 of the Companys
Articles of Association, being eligible, offer themselves for re-election:i) Dato Sri Ir. Kuan Peng Ching @ Kuan Peng Soon
Resolution 2
Resolution 3
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until the next Annual General Meeting pursuant to Section 129(6) of the Companies Act, 1965.
Resolution 4
4)
To approve the payment of Directors fees of RM 198,000.00 for the year ended 30 June 2014.
;VYLHWWVPU[(\KP[VYZ[VOVSKVMJLMVY[OLLUZ\PUN`LHYHUK[VH\[OVYPZL[OL+PYLJ[VYZ[V_
their remuneration.
Resolution 6
Resolution 5
Special Business
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6)
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THAT approval be and is hereby given to Mr. Foong Kuan Ming, who has served as an
Independent Director of the Company for a cumulative term of more than nine years, to continue
to act as an Independent Director.
Resolution 7
7)
ii)
iii)
9)
the conclusion of the next Annual General Meeting of the Company at which time the
authority shall lapse unless by ordinary resolution passed at a general meeting, the authority
is renewed either unconditionally or subject to conditions; or
the expiration of the period within which the next Annual General Meeting after that date is
required by law to be held; or
revoke or varied by ordinary resolution of the shareholders of the Company at a general
meeting whichever is the earliest.
Resolution 9
To transact any other business for which due notice shall have been given.
Gardenhill, Melbourne
*VU[PU\H[PVUPUVMJLHZ0UKLWLUKLU[5VU,_LJ\[P]L+PYLJ[VY
The proposed Resolution 7 in item 6 is to seek shareholders approval to retain Mr. Foong Kuan Ming as an
Independent Director which he has served in that capacity for more than nine years.
The Board has assessed the independence of Mr. Foong Kuan Ming and recommended that he continues to act
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s
s
ii.
Mr. )oong is actively participated in %oard decision, providing an independent and objective voice in %oard
deliberations and decision making and hence able to act in the best interests of the Company
Mr. )oong is not related to any 'irectors and substantial shareholders of the Company
iii.
Gleneagles Hospital
DETAILS OF MEETING
Twentieth Annual General Meeting of the Company will be held at Dewan Perdana, 1st Floor Sport Complex, Bukit
Kiara Equestrian & Country Resort, Jalan Bukit Kiara, Off Jalan Damansara, 60000 Kuala Lumpur on Tuesday, 9
December 2014 at 10.00 a.m.
RE-ELECTION OF DIRECTORS
Directors who are standing for re-election in accordance with Article 87 of the Companys Articles of Association:
i)
ii)
Director who is standing for re-appointment in accordance with Section 129(6) of the Companies Act, 1965 :
i)
-\Y[OLYKL[HPSZVM[OL+PYLJ[VYZZ[HUKPUNMVYYLLSLJ[PVUHYLZL[V\[PU[OL+PYLJ[VYZ7YVSLHWWLHYPUNVUWHNL[V
of this Annual Report.
INTEREST IN SECURITIES
Details of Directors interest in securities of the Company are stated on page 129 of this Annual Report.
STATEMENT ACCOMPANYING
NOTICE OF TWENTIETH ANNUAL GENERAL MEETING
CORPORATE INFORMATION
6
BOARD OF DIRECTORS
Dato Sri Ir. Kuan Peng Ching @ Kuan Peng Soon
Ooi Leng Chooi
Dato Ir. Low Keng Kok
Dato Ismail Bin Haji Omar
Foong Kuan Ming
Wong Chee Heng
Zahedi Bin Mohd Zain
(Executive Chairman)
(Executive Director)
(Non-Independent Non-Executive Director)
(Independent Non-Executive Director)
(Independent Non-Executive Director)
(Independent Non-Executive Director)
(Independent Non-Executive Director)
AUDIT COMMITTEE
BUSINESS ADDRESS
NOMINATION COMMITTEE
Chairman - Foong Kuan Ming
Members - Wong Chee Heng
- Zahedi Bin Mohd Zain
REMUNERATION COMMITTEE
Chairman - Dato Sri Ir. Kuan Peng Ching @ Kuan Peng Soon
Members - Foong Kuan Ming
- Wong Chee Heng
- Zahedi Bin Mohd Zain
PRINCIPAL BANKERS
Malayan Banking Berhad (3813-K)
RHB Bank Berhad (6171-M)
United Overseas Bank (Malaysia) Bhd (271809K)
CIMB Bank Berhad (13491-P)
AUDITORS
Crowe Horwath, Chartered Accountants
2\HSH3\TW\Y6MJL
Level 16 Tower C, Megan Avenue II,
12, Jalan Yap Kwan Seng,
50450 Kuala Lumpur.
Tel: +603 2788 9999
Fax: +603 2788 9998
REGISTRAR
Messrs. B B Teh.
COMPANY SECRETARIES
SOLICITOR
REGISTERED OFFICE
No. 1 & 1A, 2nd Floor (Room 2),
Jalan Ipoh Kecil,
50350 Kuala Lumpur.
Tel: +603 4043 5750
Fax: +603 4043 5755
CHAIRMANS STATEMENT
7
2n behalf of the %oard of 'irectors, it is my pleasure and privilege to
present the Annual 5eport and )inancial 6tatements of )ajarbaru %uilder
Group %hd o)%Gp or othe Groupp) for the nancial year ended -une
.
INDUSTRY TRENDS
The Malaysian economy remains resilience despite facing more
challenging external environment. The construction sector growth
remains robust attributed to ongoing civil engineering and residential
activities. The civil engineering subsector expanded and bolstered
by the ongoing implementation of infrastructure projects and corridor
development. The subsector was also driven by the Economic
Transformation 3rogramme ET3) projects. +owever the subsector is
expected to moderate in the coming months due to near completion of
some major infrastructure projects.
The residential subsector expanded as reected in higher construction
activities. 'emand for residential property is expected to be moderate
and .lang 9alley continued to dominate the supply follow by -ohore.
)ollowing Government initiatives to curb speculative activity it was
reported that the volume of residential property transactions contracted,
while value increased marginally. +ouse prices will continue to rise,
albeit at a slower pace.
'espite the challenges in the residential subsector, growth is projected
to remain strong in view of the increased demand for housing particularly
in prime areas and also from the middle income group.
FINANCIAL PERFORMANCE
'uring the nancial year under review, the Group achieved higher
revenue of 5M. million, which was approximately . higher
compared to 5M. million in the preceding year. 2verall, the Group
registered a lower prot after tax of 5M. million as compared to prot
after tax of 5M. million in the preceding year due to the increased in
nance cost after providing the fair value loss on receivables amounting
to 5M. million.
PROSPECTS AND OUTLOOK
The Group is optimistic of the prospect next year due to strong
private investment momentum, ramp-up in Economic Transformation
3rogramme-related spending and positive albeit slower) consumer
spending.
%ased on the record for the nancial year under review, the Group has a
balance order book of approximately 5M million, which is expected
LRT Station
CORPORATE STRUCTURE
10
Investment Holding
(100%)
Investment Holding
FAJARBARU-BEULAH (MELBOURNE)
PTY LTD (169 430 246)
Property Development
(51%)
BOARD OF DIRECTORS
11
Dato Sri Ir. Kuan Peng Ching @ Kuan Peng Soon
(Executive Chairman)
Dato Sri Ir. Kuan Peng Ching @ Kuan Peng Soon, aged 69, Malaysian, was appointed to the Board on 17 May 2006. He
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Ooi Leng Chooi
(Executive Director)
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within the past 10 years.
Dato Ir. Low Keng Kok
(Non-Independent Non-Executive Director)
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STATUS OF DIRECTORSHIP
ATTENDANCE OF MEETINGS
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Kuan Peng Soon
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Ng Kok Wai
(Operation Manager Logging
& Trading of Timber)
CK Chan
(Manager HR/Administrator)
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CK Chan (Manager-HR/Administrator)
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Utilisation of Proceeds from the issue of the Employees Share Option Scheme
(a)
Amount (RM)
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2.
Share Buy-back
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Month
Number of
Shares
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000
Lowest
Price
RM
Highest
Price
RM
Average
Price
RM
Total Paid
RM (000)
6J[
4H`
Total
5.1
3.30
During the nancial year ended 30 -une 2014, the total number of options granted, exercised and outstanding
under the Employee Share Scheme are as set out in the table below:
Description
2014
(a) Granted
(b) Exercised
(c) Outstanding
* including forfeited options
Number of Options
Directors and
chief executive
2013
2014
2013
Grand Total
6,370,000
-
10,370,000*
2,310,000
8,060,000*
250,000
-
350,000
100,000
250,000
Percentage of options applicable to Directors and Senior Management under the Employees Share Option
Scheme:
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Directors and Senior Management
ended 30 June 2014
up to 30 June 2014
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treasury shares))
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Name of Director
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6.
7.
Variation in results
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9.
10.
11.
Revaluation Policy
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[OL+PYLJ[VYZ;OL`HSZVHZZLZZ[OLHWWYVWYPH[LYLT\ULYH[PVUWVSPJPLZHWWSPJHISL[V+PYLJ[VYZ*OPLM,_LJ\[P]L6MJLY
4HUHNPUN+PYLJ[VYHUKZLUPVYTHUHNLTLU[
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(i)
(ii)
(iii)
(iv)
(v)
(vi)
reviewed the bonus and incentives of Directors and senior management of the Group;
assessed and evaluated the effectiveness of Directors through the annual Board evaluation (including the
independence of Independent Non-Executive Directors);
reviewed the letter of employment of senior management staff;
reviewed the composition of the Board and Board Committees of the Group;
reviewed the Directors Fees for the Group; and
reviewed the design and allocation of awards of the Employees Share Option Scheme (ESOS)
(SSYLJVTTLUKH[PVUZVM[OL5VTPUH[PVUHUK9LT\ULYH[PVU*VTTP[[LLZHYLZ\IQLJ[[VLUKVYZLTLU[I`[OL)VHYK
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(5VTPUH[PVU*VTTP[[LLTLL[PUN^HZOLSKK\YPUN[OLUHUJPHS`LHYHUK^HZH[[LUKLKI`HSSP[ZTLTILYZ
Supply of Information
(SS+PYLJ[VYZHYLZ\WWSPLK^P[OIVHYKWHWLYZWLY[HPUPUN[VHNLUKHP[LTZWYPVY[V[OL)VHYKTLL[PUN;OPZPZPZZ\LKPU
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[OH[)VHYKWYVJLK\YLZHYLMVSSV^LK
Appointments of the Board
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[OLL_WLYPLUJLZRPSSZHUKX\HSP[PLZVM[OLUL^HUKL_PZ[PUN+PYLJ[VYZ[VLUZ\YLHNVVKIHSHUJLVMZRPSSZHTVUNZ[[OL
+PYLJ[VYZZVHZ[VJVU[PU\L[VLUOHUJL[OLLMMLJ[P]LULZZVM[OL)VHYK
Salaries
Bonus
BIK
EPF
ESOS
Total
RM 000
RM 000
RM 000
RM 000
RM 000
RM 000
RM 000
,_LJ\[P]L+PYLJ[VYZ
5VU,_LJ\[P]L+PYLJ[VYZ
Executive Directors
Non-Executive Directors
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[OLYPZRZPUOLYLU[[V[OLPYYLZWLJ[P]LI\ZPULZZ\UP[ZHUK[OLHWWYVWYPH[LTLHZ\YLZHUKZ[YH[LNPLZ[VHJOPL]L[OLV]LYHSS
VIQLJ[P]LZVM[OLI\ZPULZZ\UP[Z
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continuously updated.
2L`YPZRZ[VLHJOI\ZPULZZ\UP[ZVIQLJ[P]LZHSPNULK^P[O[OL.YV\WZZ[YH[LNPJVIQLJ[P]LZHYLPKLU[PLKHUKZJVYLKMVY
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OPNOSPNO[ZVU[OLRL`I\ZPULZZYPZR[OLPYJH\ZLZHUKTHUHNLTLU[HJ[PVUWSHUZ[OLYLVU
(U`THQVYJOHUNLZ[VYPZRVYLTLYNPUNZPNUPJHU[YPZRMVYHU`VM[OLI\ZPULZZ\UP[ZPU[OL.YV\W^P[O[OLHWWYVWYPH[L
HJ[PVUZHUKVYZ[YH[LNPLZ[VIL[HRLU^PSSILIYV\NO[[V[OLH[[LU[PVUVM[OL)VHYK
INTERNAL CONTROL
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HJOPL]L I\ZPULZZ VIQLJ[P]LZ ;OL PU[LYUHS JVU[YVS Z`Z[LT JHU VUS` WYV]PKL YLHZVUHISL HUK UV[ HIZVS\[L HZZ\YHUJL
HNHPUZ[TH[LYPHSTPZZ[H[LTLU[HUKSVZZ
Key Processes
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[OL.YV\W^OPJOOHZILLUPUWSHJLMVY[OLUHUJPHS`LHY\UKLYYL]PL^HUK\W[VKH[LVMHWWYV]HSVM[OLHUU\HSYLWVY[
HUKUHUJPHSZ[H[LTLU[
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VM0U[LYUHS*VU[YVS!.\PKHUJLMVY+PYLJ[VYZVM7\ISPJ3PZ[LK*VTWHUPLZ
;OLRL`WYVJLZZLZ[OH[[OL+PYLJ[VYZOH]LLZ[HISPZOLKPUYL]PL^PUN[OLHKLX\HJ`HUKPU[LNYP[`VM[OLZ`Z[LTVMPU[LYUHS
JVU[YVSHYLHZMVSSV^Z!
s
The Management performs regular reviews of the business processes to assess the effectiveness of the internal
controls and procedures. During the year under review, measures to enhance the internal audit function include
recruiting personnel with appropriate internal audit work experience. The internal auditor reports to the Audit
Committee directly at least once a year.
The Management is responsible for the regular identication, evaluation and managing of signicant risks within
their areas of responsibility. A formal risk assessment was conducted by the management team during the
nancial year. The objective was to identify principal risks and to ensure an appropriate risk assessment and
evaluation framework and activities of the Group.
(UHUU\HSWSHUPZ[OLUHNYLLK[VYL]PL^[OLLMMLJ[P]LULZZVM[OL.YV\WZZ`Z[LTVMPU[LYUHSJVU[YVSHUKTP[PNH[LTHPU
YPZRZPUJS\KPUNUHUJPHSVWLYH[PVUHSHUKJVTWSPHUJLYPZRZ
s
The Board receives and reviews regular and comprehensive information covering nancial performance and key
business indicators.
27
(contd)
s
s
s
The management performs regular reviews of the Groups business and operational activities. There is a
comprehensive budgeting system for the core business of the Group with budgets approved by the authorised
personnel. The status of the core operations are reported monthly and analysed against to the planned schedule
on timely manner.
The quality of staff is enhanced through a rigorous recruitment process, performance appraisal and annual
training programs.
The Group has a clearly dened organisation structure with clear lines of responsibility supported by written job
description, procedures, operating manuals as well as a code of conduct. These are updated to meet changing
business needs or processes.
REVIEW OF EFFECTIVENESS
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HUKPU[LYUHSJVU[YVSZ`Z[LT
;OPZZ[H[LTLU[OHZILLUK\S`YL]PL^LKI`[OLL_[LYUHSH\KP[VYZHUKPZTHKLPUHJJVYKHUJL^P[OHYLZVS\[PVUVM[OL
)VHYKVM+PYLJ[VYZKH[LK6J[VILYW\YZ\HU[[VWHYHNYHWOIVM[OL39VM)\YZH:LJ\YP[PLZ
\ZLKHWWYVWYPH[LHJJV\U[PUNWVSPJPLZHUKHWWS`[OLTJVUZPZ[LU[S`"
THKLQ\KNLTLU[ZHUKLZ[PTH[LZ[OH[HYLYLHZVUHISLHUKWY\KLU["
Z[H[LK^OL[OLYHWWSPJHISLHJJV\U[PUNZ[HUKHYKZOH]LILLUMVSSV^LK
;OL +PYLJ[VYZ HYL YLZWVUZPISL MVY LUZ\YPUN [OH[ WYVWLY HJJV\U[PUN YLJVYKZ HYL RLW[ HUK KPZJSVZ\YL ^P[O YLHZVUHISL
HJJ\YHJ`H[HU`[PTL[OLUHUJPHSWVZP[PVUVM[OL*VTWHU`HUKVM[OL.YV\WHUK[VLUHISL[OLT[VLUZ\YL[OH[[OL
UHUJPHSZ[H[LTLU[ZJVTWS`^P[O[OL*VTWHUPLZ(J[
Status of Directorship
Attendance of Meetings
-VVUN2\HU4PUN*OHPYTHU
0UKLWLUKLU[5VU,_LJ\[P]L+PYLJ[VY
>VUN*OLL/LUN4LTILY
0UKLWLUKLU[5VU,_LJ\[P]L+PYLJ[VY
AHOLKP)PU4VOKAHPU4LTILY
0UKLWLUKLU[5VU,_LJ\[P]L+PYLJ[VY
+\YPUN[OLUHUJPHS`LHY[OL*VTTP[[LL\UKLY[VVR[OLMVSSV^PUNHJ[P]P[PLZ!
1.
2.
3.
4.
5.
6.
Reviewed the audited nancial statements for the year ended 30 -une 2014 and unaudited quarterly nancial
results announcement of the Group, prior to the Boards approval.
Reviewing with the External Auditors the scope of work and results of their examination together with the actions
taken thereon.
Reviewing the scope and results of the Internal Audit procedures and reports as well as to recommend any
necessary action to be taken by management.
Monitoring and reviewing the Financial and Operations Reports.
Reviewing any related party transaction that may arise within the Group of the Company.
9eried allocation of employees share options at the end of each nancial year end pursuant to Regulation 8.17
(2) of the Main Market Listing Requirements.
TERMS OF REFERENCE
The terms of reference of the Committee are as follows:
The Committee shall be appointed by the Board from among their numbers and shall consists of not less than three
(3) members. All the Committee member must be non-executive Directors with a majority of them being independent.
The Chairman shall be an independent non-executive director. No alternate directors of the Board shall be appointed
as a member of the Committee. At least one member of the Committee must be a member of the Malaysian Institute
of Accountants or if he is not, then he must be a person who complies with the requirements of Paragraph 15.09 of the
Main Market Listing Requirements of Bursa Malaysia Securities Berhad.
In the event of any vacancy in the Committee resulting in non compliance of subparagraph 15.09 (1) of the Main Market
Listing Requirements, the vacancy must be lled within three (3) months. The term of ofce and performance of the
Committee and each of the members shall be reviewed by the Board of Directors at least once every three (3) years
to determine whether the Committee and its members have carried out their duties in accordance with the Terms of
Reference.
DIRECTORS REPORT
32
The directors hereby submit their report and the audited nancial statements of the Group and of the Company for the
nancial year ended 30 June 2014.
PRINCIPAL ACTIVITIES
The Company is principally engaged in the businesses of investment holding and provision of management services.
The principal activities of the subsidiaries are set out in Note 5 to the nancial statements. There have been no
signicant changes in the nature of these activities during the nancial year.
RESULTS
The Group
RM
The Company
RM
2,929,786
(374,557)
3,026,713
(96,927)
(374,557)
-
2,929,786
(374,557)
DIVIDENDS
No dividend was paid since the end of the previous nancial year and the directors do not recommend the payment of
any dividend for the current nancial year.
RESERVES AND PROVISIONS
All material transfers to or from reserves or provisions during the nancial year are disclosed in the nancial statements.
DIRECTORS REPORT
(contd)
33
(b)
the Company increased its issued and paid-up share capital from RM95,845,889 to RM110,152,370 by the
issuance of:-
(c)
(i)
6,370,000 new ordinary shares of RM0.50 each pursuant to the exercise of share options under the
Employees Share Option Scheme at an exercise price of RM0.52 per ordinary share for cash;
(ii)
22,242,962 new ordinary shares of RM0.50 each pursuant to the exercise of warrants at an exercise price
of RM0.50 per ordinary share for cash; and
The new ordinary shares issued rank pari passu in all respects with the existing ordinary shares of the Company.
TREASURY SHARES
The shares purchased are being held as treasury shares in accordance with Section 67A of the Companies Act 1965
in Malaysia.
During the nancial year, the Company purchased 5,100 of its issued ordinary shares from the open market at a
weighted average price of approximately RM0.64 per share. The total consideration paid for the purchase including
transaction costs amounted to RM3,296.
As at 30 June 2014, the Company held a total of 1,048,164 treasury shares out of the total 220,304,740 issued and fully
paid-up ordinary shares. The treasury shares are held at a carrying amount of RM1,129,872.
Relevant details on the treasury shares are disclosed in Note 19 to the nancial statements.
OPTIONS GRANTED OVER UNISSUED SHARES
During the nancial year, no options were granted by the Company to any person to take up any unissued shares in
the Company.
DIRECTORS REPORT
34
(contd)
RIGHTS ISSUE AND WARRANTS
On 21 October 2008, the Company issued a renounceable rights issue of 45,098,775 new ordinary shares of RM0.50
each with 45,098,775 free detachable new warrants on the basis of one (1) rights share and one (1) warrant for every
two (2) ordinary shares of RM0.50 each in the Company at an issue price of RM0.50 per rights share. These warrants
were listed on the Bursa Malaysia Securities Berhad on 28 October 2008. The issuance resulted in proceeds amounting
to RM22,162,962 (net of costs of issuance of rights issue with warrants of RM386,426) to the Company.
The warrants have a term of 5 years to exercise from the date of issuance. Warrants that are not exercised during
the exercise period will thereafter lapse and cease to be valid. During the nancial year, 22,242,962 warrants were
exercised and the remaining balance of 1,250,360 lapsed as the warrants expired on 21 October 2013.
Relevant details on the rights issue and warrants are disclosed in Note 20 to the nancial statements.
EMPLOYEES SHARE OPTION SCHEME (ESOS)
At the Extraordinary General Meeting held on 28 October 2009, shareholders of the Company approved the ESOS for
the granting of non-transferable options to eligible senior executives, employees and directors of the Group and of the
Company, respectively. The ESOS is to be in force for a period of 5 years.
The Committee administering the ESOS comprises four directors, Dato Sri Ir. Kuan Peng Ching @ Kuan Peng Soon,
Dato Ir. Low Keng Kok, Ooi Leng Chooi and Wong Chee Heng.
The Company granted 10,370,000 share options under the ESOS in the previous reporting period. These options were
exercisable from the grant date at the exercise price of RM0.52 per ordinary share.
The main features of the ESOS are disclosed in Note 23 to the nancial statements.
The share options lapsed on 31 December 2013.
BAD AND DOUBTFUL DEBTS
Before the nancial statements of the Group and of the Company were made out, the directors took reasonable
steps to ascertain that action had been taken in relation to the writing off of bad debts and the making of allowance
for impairment losses on receivables, and satised themselves that there are no known bad debts and that adequate
allowance had been made for impairment losses on receivables.
At the date of this report, the directors are not aware of any circumstances that would require the writing off of bad
debts, or the additional allowance for impairment losses on receivables in the nancial statements of the Group and
of the Company.
DIRECTORS REPORT
(contd)
CURRENT ASSETS
Before the nancial statements of the Group and of the Company were made out, the directors took reasonable steps
to ascertain that any current assets other than debts, which were unlikely to be realised in the ordinary course of
business, including their value as shown in the accounting records of the Group and 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 which would render the values attributed to
the current assets in the nancial statements misleading.
VALUATION METHODS
At the date of this report, the directors are not aware of any circumstances which have arisen which render adherence
to the existing methods of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.
CONTINGENT AND OTHER LIABILITIES
Other than the contingent liabilities disclosed in Note 46 to the nancial statements, at the date of this report, there
does not exist:(i)
any charge on the assets of the Group and of the Company that has arisen since the end of the nancial year
which secures the liabilities of any other person; or
(ii)
any contingent liability of the Group and of the Company which has arisen since the end of the nancial year.
No contingent or other liability of the Group and of the Company has become enforceable or is likely to become
enforceable within the period of twelve months after the end of the nancial year which, in the opinion of the directors,
will or may substantially affect the ability of the Group and of the Company to meet their obligations when they fall due.
CHANGE OF CIRCUMSTANCES
At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or
the nancial statements of the Group and of the Company which would render any amount stated in the nancial
statements misleading.
ITEMS OF AN UNUSUAL NATURE
The results of the operations of the Group and of the Company during the nancial year were not, in the opinion of the
directors, substantially affected by any item, transaction or event of a material and unusual nature.
There has not arisen in the interval between the end of the nancial year and the date of this report any item, transaction
or event of a material and unusual nature likely, in the opinion of the directors, to affect substantially the results of the
operations of the Group and of the Company for the nancial year.
35
DIRECTORS REPORT
36
(contd)
DIRECTORS
The directors who served since the date of the last report are as follows:Dato Sri Ir. Kuan Peng Ching @ Kuan Peng Soon
Dato Ir. Low Keng Kok
Dato Ismail bin Haji Omar
Ooi Leng Chooi
Foong Kuan Ming
Wong Chee Heng
Zahedi bin Mohd Zain
DIRECTORS INTERESTS
According to the register of directors shareholdings, the interests of directors holding ofce at the end of the nancial
year in shares in the Company and its related corporations during the nancial year are as follows:At
1.7.2013
Direct Interests In The Company
Dato Sri Ir. Kuan Peng Ching @
Kuan Peng Soon
Dato Ir. Low Keng Kok
Dato Ismail bin Haji Omar
Ooi Leng Chooi
Foong Kuan Ming
Wong Chee Heng
12,503,606
4,865
17,269
30,000
102,857
52,800
5,054,400
3,240,000*
-
At
30.6.2014
250,000
-
(203,100)
-
15,743,606
4,865
17,269
76,900
102,857
52,800
5,054,500
5,125
(5,125)
250,000
(250,000)
DIRECTORS REPORT
(contd)
37
DIRECTORS BENEFITS
Since the end of the previous nancial year, no director has received or become entitled to receive any benet (other
than a benet included in the aggregate amount of emoluments received or due and receivable by directors as shown
in the nancial statements, or the xed salary of a full-time employee of the Company) by reason of a contract made by
the Group or the Company or a related corporation with the director or with a rm of which the director is a member,
or with a company in which the director has a substantial nancial interest.
Neither during nor at the end of the nancial year was the Group or the Company a party to any arrangements whose
object is to enable the directors to acquire benets by means of the acquisition of shares in or debentures of the
Company or any other body corporate other than those arising from the share options granted under ESOS.
SIGNIFICANT EVENTS DURING/SUBSEQUENT TO THE FINANCIAL YEAR
The signicant events during/subsequent to the nancial year are disclosed in Note 48 to the nancial statements.
AUDITORS
The auditors, Messrs. Crowe Horwath, have expressed their willingness to continue in ofce.
STATEMENT BY DIRECTORS
38
We, Dato Sri Ir. Kuan Peng Ching @ Kuan Peng Soon and Ooi Leng Chooi, being two of the directors of Fajarbaru
Builder Group Bhd., state that, in the opinion of the directors, the nancial statements set out on pages 41 to 124 are
drawn up in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards
and the requirements of the Companies Act 1965 in Malaysia so as to give a true and fair view of the nancial position
of the Group and of the Company at 30 June 2014 and of their nancial performance and cash ows for the nancial
year ended on that date.
The supplementary information set out in Note 50, which is not part of the nancial statements, is prepared in all
material respects, in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised
Prots or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as
issued by the Malaysian Institute of Accountants and the directive of Bursa Malaysia Securities Berhad.
STATUTORY DECLARATION
Pursuant to Section 169(16) of the Companies Act, 1965
I, Ooi Leng Chooi, I/C No. 660316-07-5417, being the director primarily responsible for the nancial management of
Fajarbaru Builder Group Bhd., do solemnly and sincerely declare that the nancial statements set out on pages 41 to
125 are, to the best of my knowledge and belief, correct, and I make this solemn declaration conscientiously believing
the same to be true and by virtue of the provisions of the Statutory Declarations Act 1960.
Subscribed and solemnly declared by
Ooi Leng Chooi, I/C No. 660316-07-5417,
at Kuala Lumpur in the Federal Territory on this 30 October 2014.
Ooi Leng Chooi
Before me
Datin Hajah Raihela Wanchik (No. W-275)
Commissioner for Oaths
39
In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company
and its subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions
of the Act.
(b)
We have considered the nancial statements of the subsidiary of which we have not acted as auditors, which is
indicated in Note 5 to the nancial statements.
(c)
We are satised that the nancial statements of the subsidiaries that have been consolidated with the Companys
nancial statements are in form and content appropriate and proper for the purposes of the preparation of the
nancial statements of the Group and we have received satisfactory information and explanations required by us
for those purposes.
(d)
The audit reports on the nancial statements of the subsidiaries did not contain any qualication or any adverse
comment made under Section 174(3) of the Act.
Crowe Horwath
Firm No: AF 1018
Chartered Accountants
30 October 2014
Kuala Lumpur
41
Note
The Group
2014
2013
RM
RM
The Company
2014
2013
RM
RM
ASSETS
NON-CURRENT ASSETS
Investment in subsidiaries
Property, plant and equipment
Investment properties
Investment securities
Intangible assets
Goodwill
Trade receivables
Other receivables and prepayments
CURRENT ASSETS
Trade receivables
Other receivables, deposits and prepayments
Inventories
Amount owing by contract customers
Amount owing by subsidiaries
Deposits with nancial institutions
Cash and bank balances
Tax recoverable
TOTAL ASSETS
5
6
7
8
9
10
11
10
11
12
13
14
15
16
14,464,603
44,081,111
9,855,413
208,202
7,497
7,724,271
31,541,422
12,882,586
44,081,111
10,249,629
208,202
1,708,656
-
110,586,280 112,178,278
9,855,413
10,249,629
-
107,882,519
69,130,184
120,441,693 122,427,907
98,048,939
2,857,817
86,117,262
12,872,808
24,924,446
32,829,360
-
41,963,464
5,008,652
82,725,598
58,354,795
19,351,954
16,191,220
2,262,449
1,000
32,821,896
50,624
6,798
1,000
16,885,119
291,291
50,160
257,650,632
225,858,132
32,880,318
17,227,570
365,533,151
294,988,316
153,322,011 139,655,477
Note
The Group
2014
2013
RM
RM
The Company
2014
2013
RM
RM
110,152,370
4,207,849
(1,129,872)
1,110,407
1,948,805
(47)
44,815,515
95,845,889
3,782,651
(1,126,576)
1,174,666
(64,259)
2,343,021
359,040
41,727,560
161,105,027
437,998
144,041,992
-
153,268,636 139,606,824
-
TOTAL EQUITY
161,543,025
144,041,992
153,268,636 139,606,824
7,564,771
3,451,230
39,751,112
6,400,446
2,060,958
42,897,778
50,767,113
51,359,182
37,857,855
67,023,985
20,808,981
3,814,688
23,377,359
340,145
14,878,387
65,069,750
13,877,490
5,761,515
-
53,375
-
48,653
-
153,223,013
99,587,142
53,375
48,653
TOTAL LIABILITIES
203,990,126
150,946,324
53,375
48,653
365,533,151
294,988,316
NON-CURRENT LIABILITIES
Trade payables
Deferred tax liabilities
Term loans
CURRENT LIABILITIES
Amount owing to contract customers
Trade payables
Other payables and accruals
Provision
Short-term borrowings
Provision for taxation
17
18
19
20
21
22
23
24
25
26
27
28
13
26
29
30
31
110,152,370
4,207,849
(1,129,872)
1,948,805
38,089,484
95,845,889
3,782,651
(1,126,576)
1,174,666
(1,174,666)
2,343,021
359,040
38,402,799
153,322,011 139,655,477
Note
REVENUE
COST OF FINISHED GOODS
OTHER INCOME
PROJECT EXPENSES
STAFF COSTS
DEPRECIATION
OTHER EXPENSES
32
33
34
35
43
The Group
2014
2013
RM
RM
313,581,595 213,200,956
(67,576,648) (27,651,214)
2,136,332
2,994,640
(229,252,950) (171,909,501)
(7,535,174)
(7,055,223)
(1,744,999)
(1,605,883)
(2,933,028)
(1,900,060)
The Company
2014
2013
RM
RM
549,600
53,575
(549,600)
(433,556)
1,133,250
514,493
(1,273,147)
(156,847)
37
6,675,128
(1,881,016)
6,073,715
(381,064)
(379,981)
-
217,749
-
38
39
4,794,112
(1,864,326)
5,692,651
(1,516,891)
(379,981)
5,424
217,749
(5,424)
2,929,786
4,175,760
(374,557)
212,325
(394,216)
(93)
2,343,021
-
(394,216)
-
2,343,021
-
2,535,477
6,518,781
(768,773)
2,555,346
Note
PROFIT/(LOSS) AFTER TAXATION
ATTRIBUTABLE TO:Owners of the Company
Non-controlling interests
TOTAL COMPREHENSIVE
INCOME/(EXPENSES)
ATTRIBUTABLE TO:Owners of the Company
Non-controlling interests
40
40
The Group
2014
2013
RM
RM
The Company
2014
2013
RM
RM
3,026,713
(96,927)
4,175,760
-
(374,557)
-
212,325
-
2,929,786
4,175,760
(374,557)
212,325
2,632,450
(96,973)
6,518,781
-
(768,773)
-
2,555,346
-
2,535,477
6,518,781
(768,773)
2,555,346
1.44
Not applicable
2.22
2.14
45
Non-Distributable
Share
Share Treasury
+IXQ\IT 8ZMUQ]U
;PIZM[
RM
RM
RM
Distributable
Foreign
Employees Exchange
Warrant
Other Fair Value Share Option Translation
Retained
:M[MZ^M :M[MZ^M :M[MZ^M
:M[MZ^M :M[MZ^M
8ZW\[
RM
RM
RM
RM
RM
RM
Total
-Y]Q\a
RM
The Group
Balance at 1.7.2012
(85,947)
97,222
- 37,436,813 135,630,323
4,175,760
4,175,760
Other comprehensive
income for the
nancial year:
- fair value changes
for available-forsale nancial assets
- 2,343,021
2,343,021
Total comprehensive
income for
the nancial year
- 2,343,021
4,175,760
6,518,781
(9,995)
(9,995)
216,886
(21,688)
21,688
216,886
1,155,000
154,192
(107,992)
1,201,200
484,797
484,797
(114,987)
114,987
1,371,886
154,192
(9,995)
(21,688)
21,688
261,818
114,987
1,892,888
(64,259) 2,343,021
359,040
- 41,727,560 144,041,992
Contributions by and
distribution to owners
of the Company:
- Purchase of treasury
shares
- New shares issued
under:
- warrants exercised
- employees share
options exercised
- Grant of employees
share options
- Employees share
options lapsed
Total transactions with
owners
Balance at 30.6.2013/
1.7.2013
Total comprehensive
(expenses)/income
for the nancial year
Balance at 30.6.2014
Total transactions
with owners
- Purchase of treasury
shares
- New shares issued
under:
- warrants exercised
- employees share
options exercised
- Employees share
options lapsed
- Warrants lapsed
- Acquisition of
subsidiaries
- Incorporation of
a subsidiary
Contributions by and
distribution to owners
of the Company:
425,198
-
3,185,000
-
(62,518)
62,518
(359,040)
(61,242)
-
(297,798)
359,040
3,026,713
61,242
61,242
-
(47) 44,815,515
(47) 3,026,713
(47)
- 41,727,560
161,105,027
14,430,585
3,312,400
11,121,481
(3,296)
2,632,450
(47)
(394,216)
3,026,713
144,041,992
Total
Equity
RM
14,965,556
148,151
386,820
3,312,400
11,121,481
(3,296)
2,535,477
(93)
(394,216)
2,929,786
437,998 161,543,025
534,971
148,151
386,820
(96,973)
(46)
(96,927)
- 144,041,992
Attributable
To The
NonRetained Owners Of Controlling
8ZW\[The Company Interests
RM
RM
RM
Distributable
- 1,110,407 1,948,805
(394,216)
(394,216)
(64,259) 2,343,021
- (1,112,148) 1,112,148
(3,296)
425,198
11,121,481
14,306,481
Share
Share Treasury
+IXQ\IT 8ZMUQ]U
;PIZM[
RM
RM
RM
Other comprehensive
expenses for the
nancial year:
- fair value changes for
available-for-sale
nancial assets
- foreign currency
translation
Prot/(Loss) after
taxation for the
nancial year
Balance at 1.7.2013
The Group
Foreign
Employees Exchange
Warrant
Other Fair Value Share Option Translation
:M[MZ^M :M[MZ^M :M[MZ^M
:M[MZ^M :M[MZ^M
RM
RM
RM
RM
RM
46
Non-Distributable
47
Non-Distributable
Share
+IXQ\IT
RM
Share
8ZMUQ]U
RM
Treasury
;PIZM[
RM
Warrant
:M[MZ^M
RM
Distributable
Employees
Other Fair Value Share Option
:M[MZ^M :M[MZ^M
:M[MZ^M
RM
RM
RM
Retained
8ZW\[
RM
Total
-Y]Q\a
RM
The Company
Balance at 1.7.2012
Prot after taxation for the
nancial year
94,474,003
212,325
212,325
Other comprehensive
income for the nancial year:
- fair value changes for available
-for-sale nancial assets
- 2,343,021
2,343,021
- 2,343,021
212,325
2,555,346
(9,995)
(9,995)
216,886
(21,688)
21,688
216,886
1,155,000
154,192
(107,992)
1,201,200
484,797
484,797
(114,987)
114,987
1,371,886
154,192
(9,995)
(21,688)
21,688
261,818
114,987
1,892,888
Balance at 30.6.2013/1.7.2013
95,845,889
Share
+IXQ\IT
RM
Share
8ZMUQ]U
RM
Treasury
;PIZM[
RM
Warrant
:M[MZ^M
RM
Distributable
Employees
Other Fair Value Share Option
:M[MZ^M :M[MZ^M
:M[MZ^M
RM
RM
RM
Retained
8ZW\[
RM
Total
-Y]Q\a
RM
The Company
Balance at 1.7.2013
95,845,889
(374,557)
(374,557)
(394,216)
(394,216)
(394,216)
(374,557)
(768,773)
(3,296)
(3,296)
11,121,481
- (1,112,148) 1,112,148
- 11,121,481
3,185,000
425,198
(297,798)
3,312,400
(62,518)
62,518
(61,242)
-
61,242
-
14,306,481
425,198
(359,040)
110,152,370
4,207,849 (1,129,872)
- 1,948,805
61,242 14,430,585
- 38,089,484 153,268,636
49
The Group
2014
2013
RM
RM
The Company
2014
2013
RM
RM
4,794,112
5,692,651
(379,981)
217,749
1,744,999
705
392,062
1,488,954
(102,097)
(1,297,718)
(269,723)
(71,594)
1,604,801
1,082
76,138
304,926
484,797
(44,999)
(223,105)
(1,520,050)
(264,726)
-
53,368
(205)
(53,370)
-
484,797
(23,023)
(491,470)
-
6,679,700
(1,250,646)
(92,013,000)
6,111,515
(748,602)
(35,073,046)
(380,188)
-
188,053
1,203
68,461,455
14,059,463
(49,334,645)
48,419,620
(15,936,777)
4,722
6,542,420
(1,226,207)
(4,063,028)
2,128,540
(2,533,080)
(30,625,158)
(771,233)
(2,348,102)
(16,312,243)
48,786
-
5,505,469
(3,000)
(4,467,568)
(33,744,493)
(16,263,457)
5,502,469
Note
NET CASH (FOR)/FROM
OPERATING ACTIVITIES
BROUGHT FORWARD
The Group
2014
2013
RM
RM
The Company
2014
2013
RM
RM
(4,467,568)
(33,744,493)
(16,263,457)
5,502,469
(407,928)
1,263,838
-
1,520,050
-
205
(408,000)
23,023
-
(392,939)
109,300
148,151
(3,334,924)
6,046,731
45,000
750,000
(7,906,608)
(1,520,444)
2,000,000
-
(7,906,608)
-
(2,614,502)
(1,065,271)
1,592,205
(7,883,585)
15,981,000
1,634,844
(3,146,666)
2,614,849
(1,835,556)
3,312,400
11,121,481
(3,296)
216,886
1,201,200
(9,995)
3,312,400
11,121,481
(3,296)
216,886
1,201,200
(9,995)
28,899,763
2,187,384
14,430,585
1,408,091
21,817,693
(32,622,380)
(240,667)
(973,025)
Note
51
The Group
2014
2013
RM
RM
The Company
2014
2013
RM
RM
NET INCREASE/(DECREASE)
IN CASH AND CASH EQUIVALENTS/BALANCE
BROUGHT FORWARD
21,817,693
(32,622,380)
(240,667)
(973,025)
21,499,595
54,121,975
291,291
1,264,316
43,317,288
21,499,595
50,624
291,291
42
GENERAL INFORMATION
The Company is a public company limited by shares and is incorporated under the Companies Act 1965 in
Malaysia. The domicile of the Company is Malaysia. The registered ofce and principal place of business are as
follows:Registered ofce
The nancial statements were authorised for issue by the Board of Directors in accordance with a resolution of
the directors dated 30 October 2014.
2.
PRINCIPAL ACTIVITIES
The Company is principally engaged in the businesses of investment holding and provision of management
services. The principal activities of the subsidiaries are set out in Note 5 to the nancial statements. There have
been no signicant changes in the nature of these activities during the nancial year.
3.
BASIS OF PREPARATION
The nancial statements of the Group are prepared under the historical cost convention and modied to include
other bases of valuation as disclosed in other sections under signicant accounting policies, and in compliance
with Malaysian Financial Reporting Standards (MFRSs), International Financial Reporting Standards and the
requirements of the Companies Act 1965 in Malaysia.
3.1
During the current nancial year, the Group has adopted the following new accounting standards and
interpretations (including the consequential amendments, if any):MFRSs and IC Interpretations (Including The Consequential Amendments)
MFRS 10 Consolidated Financial Statements
MFRS 11 Joint Arrangements
MFRS 12 Disclosure of Interests in Other Entities
MFRS 13 Fair Value Measurement
MFRS 119 (2011) Employee Benets
MFRS 127 (2011) Separate Financial Statements
MFRS 128 (2011) Investments in Associates and Joint Ventures
Amendments to MFRS 7: Disclosures Offsetting Financial Assets and Financial Liabilities
Amendments to MFRS 10, MFRS 11 and MFRS 12: Transition Guidance
Amendments to MFRS 101: Presentation of Items of Other Comprehensive Income
53
During the current nancial year, the Group has adopted the following new accounting standards and
interpretations (including the consequential amendments, if any) (Contd):MFRSs and IC Interpretations (Including The Consequential Amendments) (Contd)
IC Interpretation 20 Stripping Costs in the Production Phase of a Surface Mine
Annual Improvements to MFRSs 2009 2011 Cycle
The adoption of the above accounting standards and interpretations (including the consequential
amendments) did not have any material impact on the Groups nancial statements.
3.2
The Group has not applied in advance the following accounting standards and interpretations (including the
consequential amendments, if any) that have been issued by the Malaysian Accounting Standards Board
(MASB) but are not yet effective for the current nancial year:MFRSs and IC Interpretations (Including The Consequential Amendments)
MFRS 9 (2009) Financial Instruments
MFRS 9 (2010) Financial Instruments
MFRS 9 Financial Instruments (Hedge Accounting and Amendments to
MFRS 7, MFRS 9 and MFRS 139)
Amendments to MFRS 9 and MFRS 7: Mandatory Effective Date of
MFRS 9 and Transition Disclosures
MFRS 14 Regulatory Deferral Accounts
MFRS 15 Revenue from Contracts with Customers
Amendments to MFRS 10, MFRS 12 and MFRS 127 (2011): Investment Entities
Amendments to MFRS 11 : Accounting for Acquisitions of Interests in
Joint Operations
Amendments to MFRS 116 and MFRS 138: Clarication of
Acceptable Methods of Depreciation and Amortisation
Amendments to MFRS 116 and MFRS 141: Agriculture Bearer Plants
Amendments to MFRS 119: Dened Benet Plans Employee Contributions
Amendments to MFRS 132: Offsetting Financial Assets and Financial Liabilities
Amendments to MFRS 136: Recoverable Amount Disclosures
for Non-nancial Assets
Amendments to MFRS 139: Novation of Derivatives and Continuation
of Hedge Accounting
IC Interpretation 21 Levies
Annual Improvements to MFRSs 2010 2013 Cycle
Annual Improvements to MFRSs 2011 2014 Cycle
Effective Date
)
) To be
) announced
) by MASB
)
)
1 January 2016
1 January 2017
1 January 2014
1 January 2016
1 January 2016
1 January 2016
1 July 2014
1 January 2014
1 January 2014
1 January 2014
1 January 2014
1 July 2014
1 July 2014
The Group has not applied in advance the following accounting standards and interpretations (including the
consequential amendments, if any) that have been issued by the Malaysian Accounting Standards Board
(MASB) but are not yet effective for the current nancial year (contd):The above accounting standards and interpretations (including the consequential amendments) are not
relevant to the Groups operations except as follows:MFRS 9 (2009) introduces new requirements for the classication and measurement of nancial assets.
Subsequently, this MFRS 9 was amended in year 2010 to include requirements for the classication and
measurement of nancial liabilities and for derecognition (known as MFRS 9 (2010)). Generally, MFRS 9
replaces the parts of MFRS 139 that relate to the classication and measurement of nancial instruments.
MFRS 9 divides all nancial assets into 2 categories those measured at amortised cost and those measured
at fair value, based on the entitys business model for managing its nancial assets and the contractual cash
ow characteristics of the instruments. For nancial liabilities, the standard retains most of the MFRS 139
requirement. An entity choosing to measure a nancial liability at fair value will present the portion of the
change in its fair value due to changes in the entitys own credit risk in other comprehensive income rather
than within prot or loss. Therefore, there will be no nancial impact on the nancial statements of the Group
upon its initial application.
MFRS 15 establishes a single comprehensive model for revenue recognition and will supersede the current
revenue recognition guidance and other related interpretations when it becomes effective. Under MFRS
15, an entity shall recognise revenue when (or as) a performance obligation is satised, i.e. when control
of the goods or services underlying the particular performance obligation is transferred to the customers.
In addition, extensive disclosures are required by MFRS 15. The Group anticipates that the application of
MFRS 15 in the future may have a material impact on the amounts reported and disclosures made in the
nancial statements. However, it is not practicable to provide a reasonable estimate of the effect of MFRS
15 until the Group performs a detailed review.
The amendments to MFRS 132 provide the application guidance for criteria to offset nancial assets and
nancial liabilities. Therefore, there will be no nancial impact on the nancial statements of the Group upon
its initial application.
The amendments to MFRS 136 remove the requirement to disclose the recoverable amount when a cashgenerating unit (CGU) contains goodwill or intangible assets with indenite useful lives but there has been
no impairment. Therefore, there will be no nancial impact on the nancial statements of the Group upon its
initial application but may impact its future disclosures. Therefore, there will be no nancial impact on the
nancial statements of the Group upon its initial application.
(b)
Income Taxes
There are certain transactions and computations for which the ultimate tax determination may be
different from the initial estimate. The Group recognises tax liabilities based on its understanding
of the prevailing tax laws and estimates of whether such taxes will be due in the ordinary course of
business. Where the nal 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 year in which
such determination is made.
K 1UXIQZUMV\WN6WVVIVKQIT)[[M\[
When the recoverable amount of an asset is determined based on the estimate of the value-in-use
of the cash-generating unit to which the asset is allocated, the management is required to make an
estimate of the expected future cash ows from the cash-generating unit and also to apply a suitable
discount rate in order to determine the present value of those cash ows.
(d)
Write-down of Inventories
Reviews are made periodically by management on damaged, obsolete and slow-moving inventories.
These reviews require judgement and estimates. Possible changes in these estimates could result in
revisions to the valuation of inventories.
55
N
+TI[[QKI\QWVJM\_MMV1V^M[\UMV\8ZWXMZ\QM[IVL7_VMZWKK]XQML8ZWXMZ\QM[
The Group determines whether a property qualies as an investment property, and has developed a
criteria in making that judgement. Investment property is a property held to earn rentals or for capital
appreciation or both. Therefore, the Group considers whether a property generates cash ows largely
independent of the other assets held by the Group.
Some properties comprise a portion that is held to earn rentals or for capital appreciation and another
portion that is held for use in the production or supply of goods or services or for administrative
purposes. If these portions could be sold separately (or leased out separately under a nance lease),
the Group accounts for the portions separately. If the portions could not be sold separately, the
property is an investment property only if an insignicant portion is held for use in the production or
supply of goods or services or for administrative purposes.
Judgement is made on an individual property basis to determine whether ancillary services are so
signicant that a property does not qualify as investment property.
O
+TI[[QKI\QWVWN4MI[MPWTL4IVL
The classication of leasehold land as a nance lease or an operating lease requires the use of
judgement in determining the extent to which risks and rewards incidental to its ownership lie. Despite
the fact that there will be no transfer of ownership by the end of the lease term and that the lease term
does not constitute the major part of the indenite economic life of the land, management considered
that the present value of the minimum lease payments approximated to the fair value of the land at the
inception of the lease. Accordingly, management judged that the Group has acquired substantially all
the risks and rewards incidental to the ownership of the land through a nance lease.
Impairment of Goodwill
Goodwill is tested for impairment annually and at other times when such indicators exist. This requires
management to estimate the expected future cash ows of the cash-generating unit to which goodwill
is allocated and to apply a suitable discount rate in order to determine the present value of those cash
ows. The future cash ows are most sensitive to budgeted gross margins, growth rates estimated and
discount rate used. If the expectation is different from the estimation, such difference will impact the
carrying value of goodwill.
(i)
(j)
(k)
Construction Contracts
The Group recognises contract revenue and expenses in the prot or loss by using the stage of
completion method. The stage of completion is determined by the proportion that the contract costs
incurred for work performed to date bear to the estimated total contract cost.
Signicant judgement is required in determining the stage of completion, the extent of the contract costs
incurred, the estimated total contract revenue and costs, as well as the recoverability of the projects. In
making the judgement, the Group evaluates based on past experience.
The Group assesses at each reporting date on the contract revenue and costs. The revised contract
revenue and costs are recognised in prot or loss accordingly.
(l)
Share-based Payments
The Group measures the cost of equity settled transactions with employees by reference to the fair value
of the equity investments at the date at which they are granted. The estimation of the fair value requires
determining the most appropriate valuation model for a grant of equity instruments, which is dependent
on the terms and conditions of the grant. This also requires determining the most appropriate inputs to
the valuation model including the expected life of the option volatility and dividend yield and making
assumptions about them.
57
BASIS OF CONSOLIDATION
The consolidated nancial statements include the nancial statements of the Company and its subsidiaries
made up to the end of the reporting period.
Subsidiaries are entities (including structured entities) controlled by the Group. The Group controls an entity
when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has
the ability to affect those returns through its power over the entity.
Subsidiaries are consolidated from the date on which control is transferred to the Group up to the effective
date on which control ceases, as appropriate.
Intragroup transactions, balances, income and expenses are eliminated on consolidation. Where necessary,
adjustments are made to the nancial statements of subsidiaries to ensure consistency of accounting
policies with those of the Group.
(a)
Business Combinations
Acquisitions of businesses are accounted for using the acquisition method. Under the acquisition
method, the consideration transferred for acquisition of a subsidiary is the fair value of the assets
transferred, liabilities incurred and the equity interests issued by the Group at the acquisition date.
The consideration transferred includes the fair value of any asset or liability resulting from a contingent
consideration arrangement. Acquisition-related costs, other than the costs to issue debt or equity
securities, are recognised in prot or loss when incurred.
In a business combination achieved in stages, previously held equity interests in the acquiree are
remeasured to fair value at the acquisition date and any corresponding gain or loss is recognised in
prot or loss.
Non-controlling interests in the acquiree may be initially measured either at fair value or at the noncontrolling interests proportionate share of the fair value of the acquirees identiable net assets at
the date of acquisition. The choice of measurement basis is made on a transaction-by-transaction
basis.
(b)
Non-controlling Interests
Non-controlling interests are presented within equity in the consolidated statement of nancial
position, separately from the equity attributable to owners of the Company. Prot or loss and each
component of other comprehensive income are attributed to the owners of the Company and to the
non-controlling interests. Total comprehensive income is attributed to non-controlling interests even
if this results in the non-controlling interests having a decit balance.
At the end of each reporting period, the carrying amount of non-controlling interests is the amount of
those interests at initial recognition plus the non-controlling interests share of subsequent changes in
equity.
(d)
Loss of Control
Upon the loss of control of a subsidiary, the Group recognises any gain or loss on disposal in prot or
loss which is calculated as the difference between:(i)
the aggregate of the fair value of the consideration received and the fair value of any retained
interest in the former subsidiary; and
(ii)
the previous carrying amount of the assets (including goodwill), and liabilities of the former
subsidiary and any non-controlling interests.
Amounts previously recognised in other comprehensive income in relation to the former subsidiary
are accounted for in the same manner as would be required if the relevant assets or liabilities were
disposed of (i.e. reclassied to prot or loss or transferred directly to retained prots). The fair value
of any investments retained in the former subsidiary at the date when control is lost is regarded as the
fair value on initial recognition for subsequent accounting under MFRS 139 or, when applicable, the
cost on initial recognition of an investment in an associate or a joint venture.
4.3
GOODWILL
Goodwill is measured at cost less accumulated impairment losses, if any. The carrying value of goodwill is
reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the
carrying amount may be impaired. The impairment value of goodwill is recognised immediately in prot or
loss. An impairment loss recognised for goodwill is not reversed in a subsequent period.
Under the acquisition method, any excess of the sum of the fair value of the consideration transferred in the
business combination, the amount of non-controlling interests recognised and the fair value of the Groups
previously held equity interest in the acquiree (if any), over the net fair value of the acquirees identiable
assets and liabilities at the date of acquisition is recorded as goodwill.
Where the latter amount exceeds the former, after reassessment, the excess represents a bargain purchase
gain and is recognised as a gain in prot or loss.
59
(b)
(c)
Foreign Operations
Assets and liabilities of foreign operations are translated to RM at the rates of exchange ruling at the
end of the reporting period. Revenues and expenses of foreign operations are translated at exchange
rates ruling at the dates of the transactions. All exchange differences arising from translation are taken
directly to other comprehensive income and accumulated in equity under the translation reserve. On
the disposal of a foreign operation, the cumulative amount recognised in other comprehensive income
relating to that particular foreign operation is reclassied from equity to prot or loss.
Goodwill and fair value adjustments arising from the acquisition of foreign operations are treated
as assets and liabilities of the foreign operations and are recorded in the functional currency of the
foreign operations and translated at the closing rate at the end of the reporting period.
FINANCIAL INSTRUMENTS
Financial instruments are recognised in the statements of nancial position when the Group has become a
party to the contractual provisions of the instruments.
Financial instruments are classied as liabilities or equity in accordance with the substance of the contractual
arrangement. Interest, dividends, gains and losses relating to a nancial instrument classied as a liability,
are reported as an expense or income. Distributions to holders of nancial instruments classied as equity
are charged directly to equity.
Financial instruments are offset when the Group has a legally enforceable right to offset and intends to settle
either on a net basis or to realise the asset and settle the liability simultaneously.
A nancial instrument is recognised initially at its fair value. Transaction costs that are directly attributable
to the acquisition or issue of the nancial instrument (other than a nancial instrument at fair value through
prot or loss) are added to/deducted from the fair value on initial recognition, as appropriate. Transaction
costs on the nancial instrument at fair value through prot or loss are recognised immediately in prot or
loss.
Financial instruments recognised in the statements of nancial position are disclosed in the individual policy
statement associated with each item.
(a)
Financial Assets
On initial recognition, nancial assets are classied as either nancial assets at fair value through
prot or loss, held-to-maturity investments, loans and receivables nancial assets, or available-forsale nancial assets, as appropriate.
(i)
61
Held-to-maturity Investments
Held-to-maturity investments are non-derivative nancial assets with xed or determinable
payments and xed maturities that the management has the positive intention and ability to hold
to maturity. Held-to-maturity investments are measured at amortised cost using the effective
interest method less any impairment loss, with interest income recognised in prot or loss on an
effective yield basis.
Held-to-maturity investments are classied as non-current assets, except for those having
maturity within 12 months after the reporting date which are classied as current assets.
(iii)
(iv)
Financial Liabilities
All nancial liabilities are initially measured at fair value plus directly attributable transaction costs
and subsequently measured at amortised cost using the effective interest method other than those
categorised as fair value through prot or loss.
Fair value through prot or loss category comprises nancial liabilities that are either held for trading
or are designated to eliminate or signicantly reduce a measurement or recognition inconsistency that
would otherwise arise.
Financial liabilities are classied as current liabilities unless the Group has an unconditional right to
defer settlement of the liability for at least 12 months after the reporting date.
(c)
Equity Instruments
Instruments classied as equity are measured at cost and are not remeasured subsequently.
(i)
Ordinary Shares
Incremental costs directly attributable to the issue of new ordinary shares or options are shown
in equity as a deduction, net of tax, from proceeds.
Dividends on ordinary shares are recognised as liabilities when approved for appropriation.
(ii)
Treasury Shares
When the Companys own shares recognised as equity are bought back, the amount of the
consideration paid, including all costs directly attributable, are recognised as a deduction from
equity. Own shares purchased that are not subsequently cancelled are classied as treasury
shares and are presented as a deduction from total equity. Where such shares are subsequently
sold or reissued, any consideration received, net of any direct costs, is included in equity.
Where such shares are subsequently sold or reissued, any consideration received, net of any
direct costs, is included in equity.
(iii)
Warrant reserve
Warrant reserve represents the amount allocated to warrants issued and outstanding at the
reporting date. The warrants reserve will be transferred to the share premium account upon the
exercise of warrants and the warrants reserve in relation to the unexercised warrants, on expiry
of the exercise period, shall remain in equity.
63
Derecognition
A nancial asset or part of it is derecognised when, and only when, the contractual rights to the cash
ows from the nancial asset expire or the nancial asset is transferred to another party without
retaining control or substantially all risks and rewards of the asset. On derecognition of a nancial
asset, the difference between the carrying amount and the sum of the consideration received (including
any new asset obtained less any new liability assumed) and any cumulative gain or loss that had been
recognised in equity is recognised in prot or loss.
A nancial liability or a part of it is derecognised when, and only when, the obligation specied in the
contract is discharged or cancelled or expires. On derecognition of a nancial liability, the difference
between the carrying amount of the nancial liability extinguished or transferred to another party and
the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised
in prot or loss.
4.6
INVESTMENTS IN SUBSIDIARIES
Investments in subsidiaries are stated at cost in the statement of nancial position of the Company, and are
reviewed for impairment at the end of the reporting period if events or changes in circumstances indicate
that the carrying values may not be recoverable. The cost of the investments includes transaction costs.
On the disposal of the investments in subsidiaries, the difference between the net disposal proceeds and
the carrying amount of the investments is recognised in prot or loss.
4.7
2%
10% - 20%
20%
10% - 50%
10%
10% - 25%
4.8
INVESTMENT PROPERTIES
Investment properties are properties held either to earn rental income or for capital appreciation or for both.
Investment properties are stated at cost less accumulated depreciation and impairment losses, if any.
Investment properties are derecognised when they have either been disposed of or when the investment
property is permanently withdrawn from use and no future benet is expected from its disposal.
On the derecognition of an investment property, the difference between the net disposal proceeds and the
carrying amount is recognised in prot or loss.
Transfers are made to or from investment property only when there is a change in use. All transfers do not
change the carrying amount of the property reclassied.
65
CONSTRUCTION CONTRACTS
Where the outcome of a construction contract can be estimated reliably, contract revenue and contract
costs are recognised as revenue and expenses respectively by using the stage of completion method.
The stage of completion is measured by reference to the proportion of contract costs incurred for work
performed to date to the estimated total contract costs.
Where the outcome of a construction contract cannot be reliably estimated, contract revenue is recognised
to the extent of contract costs incurred that are likely to be recoverable. Contract costs are recognised as
expenses in the period in which they are incurred.
When it is probable that total contract costs will exceed total contract revenue, the expected loss is
recognised as an expense immediately.
When the total of costs incurred on construction contracts plus, recognised prots (less recognised losses),
exceeds progress billings, the balance is classied as amount owing by customers on contracts. When
progress billings exceed costs incurred plus, recognised prots (less recognised losses), the balance is
classied as amount owing to customers on contracts.
Contract revenue comprises the initial amount of revenue agreed in the contract and variations in contract
work, claims and incentive payments to the extent that it is probable that they will result in revenue and they
are capable of being reliably measured.
Contract cost includes direct materials, labour and applicable overheads.
4.10 IMPAIRMENT
(a)
(b)
67
69
;PWZ\\MZU*MVM\[
Wages, salaries, paid annual leave and sick leave, bonuses and non-monetary benets are measured
on an undiscounted basis and are recognised in prot or loss in the period in which the associated
services are rendered by employees of the Group.
J
,MVML+WV\ZQJ]\QWV8TIV[
The Groups contributions to dened contribution plans are recognised in prot or loss in the period to
which they relate. Once the contributions have been paid, the Group has no further liability in respect
of the dened contribution plans.
(c)
A person or a close member of that persons family is related to a reporting entity if that person:(i)
(ii)
(iii)
(b)
(vi)
(vii)
the entity and the reporting entity are members of the same group (which means that each
parent, subsidiary and fellow subsidiary is related to the others).
one entity is an associate or joint venture of the other entity (or an associate or joint venture of a
member of a group of which the other entity is a member).
both entities are joint ventures of the same third party.
one entity is a joint venture of a third entity and the other entity is an associate of the third entity.
the entity is a post-employment benet plan for the benet of employees of either the reporting
entity or an entity related to the reporting entity. If the reporting entity is itself such a plan, the
sponsoring employers are also related to the reporting entity.
the entity is controlled or jointly controlled by a person identied in (a) above.
a person identied in (a)(i) above has signicant inuence over the entity or is a member of the
key management personnel of the entity (or of a parent of the entity).
Close members of the family of a person are those family members who may be expected to inuence, or
be inuenced by, that person in their dealings with the entity.
4.19 CONTINGENT LIABILITIES
A contingent liability is a possible obligation that arises from past events and whose existence will only be
conrmed by the occurrence of one or more uncertain future events not wholly within the control of the
Group. It can also be a present obligation arising from past events that is not recognised because it is not
probable that an outow of economic resources will be required or the amount of obligation cannot be
measured reliably.
A contingent liability is not recognised but is disclosed in the notes to the nancial statements. When a
change in the probability of an outow occurs so that the outow is probable, it will then be recognised as
a provision.
71
Inputs are quoted prices (unadjusted) in active markets for identical assets or liability that the
entity can access at the measurement date;
Level 2:
Inputs are inputs, other than quoted prices included within level 1, that are observable for the
asset or liability, either directly or indirectly; and
Level 3:
The transfer of fair value between levels is determined as of the date of the event or change in circumstances
that caused the transfer.
4.21 REVENUE AND OTHER INCOME
(a)
Contracts
Revenue on contracts is recognised on the percentage of completion method unless the outcome
of the contract cannot be determined, in which case revenue on contracts is only recognised to the
extent of contract costs incurred that are recoverable. Foreseeable losses, if any, are provided for in
full as and when it can be reasonable ascertained that the contract will result in a loss.
The stage of completion is determined based on the proportion that contract costs incurred for work
performed to date bear to the estimated total contract costs.
(b)
Sale of Goods
Revenue is measured at fair value of the consideration received or receivable and is recognised
upon delivery of goods and customers acceptance and where applicable, net of returns and trade
discounts.
(c)
Management Fees
Management fees are recognised when services are rendered.
73
Interest Income
Interest income is recognised on an accrual basis.
(e)
Dividend Income
Dividend income from investment is recognised when the right to receive dividend payment is
established.
(f)
Rental Income
Rental income is accounted for on a straight-line basis over the lease terms. The aggregate costs of
incentives provided to lesses are recognised as a reduction of rental income over the lease term on a
straight-line basis.
INVESTMENT IN SUBSIDIARIES
The Company
2014
2013
RM
RM
Unquoted shares, at cost
At 1 July 2013/2012
Addition during the nancial year
Disposal during the nancial year
112,231,648
408,000
(2,053,368)
112,231,648
-
At 30 June 2014/2013
110,586,280
112,231,648
(53,370)
53,370
(544,840)
491,470
(53,370)
110,586,280
112,178,278
Country of
Incorporation
Effective
Equity Interest
2014
2013
%
%
Principal Activities
Malaysia
100
100
Provision of construction.
Malaysia
100
100
Provision of trading of
construction materials.
Malaysia
100
100
Malaysia
100
100
Property development.
Malaysia
51
Malaysia
100
100
Property development.
Malaysia
100
100
Property development.
Malaysia
100
100
Property development.
Fajarbaru-Beulah (Melbourne)
Pty Ltd (FBM) * #
Australia
51
Property development.
Smooth Accomplishment
Sdn. Bhd. (SASB) ^
Malaysia
51
Notes:*
#
^
+
~
-
75
The non-controlling interests at the end of the reporting period comprise the following:-
BVSB Group
FBM
Effective
Equity
Interest
%
The Group
2014
RM
49
49
298,923
139,075
437,998
(b)
The summarised nancial information (before intra-group elimination) for each subsidiary that has noncontrolling interests that are material to the Group is as follows:BVSB Group
2014
RM
At 30 June
Non-current assets
Current assets
Current liabilities
28,363,423
188,071
(27,941,446)
Net assets
610,048
(180,629)
(14,370,657)
(43,497)
14,589,078
The summarised nancial information for FBM is not presented as the non-controlling interests are not
material to the Group.
The Group
At
1.7.2013
RM
Additions
RM
Written
Off
RM
Disposals
RM
Depreciation
Charge
RM
At
30.6.2014
RM
4,080,641
811,272
317,444
1,892,218
840,000
560,000
646,779
397,850
(705)
(7,201)
(2)
(30,516)
(112,531)
(809,158)
4,920,641
1,340,756
844,491
1,480,203
261,059
195,848
65,628
785,962
(82,397)
(102,965)
244,290
878,845
5,324,104
38,705
(607,432)
4,755,377
12,882,586
3,334,924
(705)
(7,203)
The Group
At
1.7.2012 Additions
RM
RM
Disposals
RM
(1,744,999) 14,464,603
Depreciation
Charge
RM
At
30.6.2013
RM
4,080,641
830,588
205,924
1,601,157
303,306
135,203
163,410
1,097,939
58,857
85,014
(1)
-
(19,316)
(51,890)
(806,877)
(101,104)
(24,369)
4,080,641
811,272
317,444
1,892,218
261,059
195,848
5,810,125
115,224
(601,245)
5,324,104
12,966,944
1,520,444
(1)
(1,604,801) 12,882,586
77
Net Book
Value
RM
The Group
2014
Freehold land
Buildings
Plant and machinery
Motor vehicles
Furniture, ttings and ofce equipment
Renovations
Land development, expenditure, sh
pond and equipment
6,230,278
1,525,800
1,087,565
6,328,986
873,044
1,029,649
(185,044)
(243,074)
(4,848,783)
(628,754)
(150,804)
(1,309,637)
-
4,920,641
1,340,756
844,491
1,480,203
244,290
878,845
6,113,032
(1,357,655)
4,755,377
23,188,354
(7,414,114)
(1,309,637)
14,464,603
5,390,278
965,800
532,410
6,139,142
807,416
243,687
(154,528)
(214,966)
(4,246,924)
(546,357)
(47,839)
(1,309,637)
-
4,080,641
811,272
317,444
1,892,218
261,059
195,848
6,074,327
(750,223)
5,324,104
20,153,060
(5,960,837)
(1,309,637)
12,882,586
2013
Freehold land
Buildings
Plant and machinery
Motor vehicles
Furniture, ttings and ofce equipment
Renovations
Land development, expenditure, sh
pond and equipment
(a)
Included in the freehold land and buildings of the Group with a total net book value of RM2,240,656 (2013 RM2,259,972) have been pledged to a licensed bank as security for banking facilities granted to the Group
as disclosed in Note 31.
The Group has carried out a review of the recoverable amount of its sh pond and equipment during the
nancial year. The recoverable amount was based on the value-in-use of the Cash Generating Unit (CGU)
to which the sh pond and equipment are allocated.
The value-in-use is determined by discounting the future cash ows to be generated from the continuing
use of the CGU based on nancial budgets prepared and approved by the management and board of
directors covering a ve-year periods.
Key assumptions used in the value-in-use calculations are as follows:-
8ZW\*MNWZM
Tax (PBT)
Margin
2014
55%
Growth Rate
2014
Discount Rate
(Pre-tax)
2014
11%
(i)
The basis used to determine the budgeted PBT margin is based on the
estimated revenue to be achieved, after considering the existing production
capacity, and deduction of estimated operating expenses.
(ii)
Growth rate
(iii)
Discount rate
The discount rate used is the weighted average cost of capital of the
Company obtained from Bloomberg as at 30 June 2014.
The management and board of directors believe that no reasonable change in the above key assumptions
would cause the carrying amount of the sh pond and equipment to exceed its recoverable amount.
79
INVESTMENT PROPERTIES
The Group
2014
2013
RM
RM
At cost:At 1 July 2013/2012
Disposal
Transfer to inventories
44,693,459 124,939,451
(540,960)
- (79,705,032)
At 30 June 2014/2013
44,693,459
44,693,459
At 1 July 2013/2012
Addition during the nancial year
Disposal
12,983
1,082
(14,065)
At 30 June 2014/2013
(612,348)
(612,348)
44,081,111
44,081,111
9,272,741
871,000
44,864,388
9,272,741
871,000
44,723,587
55,008,129
54,867,328
Accumulated depreciation:-
The fair value of the investment properties are based on the current prices in an active market for similar properties
within the area in which the investment properties are located except for investment property under construction
in which its fair value is not reliably determinable.
Certain investment properties were transferred to inventories as property development costs in the previous
reporting period as the board of directors are of the opinion that the development activities with a view to sell
have commenced and the development activities can be completed within the normal operating cycle.
INVESTMENT SECURITIES
The Group/The Company
2014
2013
RM
RM
Quoted shares in Malaysia
9,855,413
10,249,629
Investment in quoted shares of the Group and of the Company are designated as available-for-sale nancial
assets and are measured at fair value.
9.
INTANGIBLE ASSETS
The Group
2014
2013
RM
RM
Transferable club membership, at cost
10.
208,202
208,202
TRADE RECEIVABLES
The Group
2014
2013
RM
RM
Non-current portion:Trade receivables
Current portion:Trade receivables
7,724,271
1,708,656
98,048,939
41,963,464
105,773,210
43,672,120
81
106,933,114
44,174,664
(321,572)
(728,954)
(16,646)
(304,926)
(1,050,526)
(321,572)
At 1 July 2013/2012
Writeback during the nancial year
Written off during the nancial year
(180,972)
71,594
-
(233,721)
52,749
At 30 June 2014/2013
(109,378)
(180,972)
105,773,210
43,672,120
The Groups normal trade credit terms range from 30 to 120 days (2013 - 30 to 120 days). Other credit terms are
assessed and approved on a case-by-case basis.
Included in the trade receivables of the Group at the end of the reporting period is an amount of RM16,783,489
(2013 - RM2,043,075) being project retention sums receivable from customers ranging between 2 to 5 years
(2013 - 2 to 6 years) after the completion of projects.
Note
Non-current portion:Other receivable
Prepayments
(a)
(b)
(c)
The Group
2014
2013
RM
RM
The Company
2014
2013
RM
RM
3,223,422
28,318,000
31,541,422
301,709
17,995
1,657,834
880,279
2,863,121
26,525
1,479,194
639,812
1,000
-
1,000
-
2,857,817
5,008,652
1,000
1,000
34,399,239
5,008,652
1,000
1,000
The Group
2014
2013
RM
RM
Other receivables
4,318,731
2,896,721
(760,000)
At 30 June 2014/2013
(760,000)
(33,600)
(33,600)
3,525,131
2,863,121
(a)
The non-current other receivable is unsecured, interest-free and repayable within 4 years.
(b)
Included in the non-current prepayments represent advance payments made for the future supply of timber
logs. The cost of timber logs extracted/supplied will be progressively set off against advance payments.
(c)
Included in the deposits of the Group at the end of the reporting period is an amount of RM247,000 (2013
- RM315,700) pertaining to deposits for the tender submission which the Group is bidding for.
83
INVENTORIES
The Group
2014
2013
RM
RM
Work-in-progress, at cost:Property development costs
86,117,262
82,725,598
79,660,473
6,456,789
79,660,473
3,065,125
86,117,262
82,725,598
Included in development costs incurred during the nancial year was interest expense amounting to RM2,141,018
(2013 - RM2,271,964).
The freehold land at cost with an aggregate carrying value of RM66,122,628 (2013 - RM66,122,628) have been
pledged to nancial institutions for credit facilities granted to the Group as disclosed in Note 28.
13.
853,110,586 860,038,410
58,891,455
87,110,124
Progress billings
912,002,041 947,148,534
(936,987,088) (903,672,126)
(24,985,047)
43,476,408
12,872,808
58,354,795
(37,857,855) (14,878,387)
(24,985,047)
43,476,408
14.
229,252,950 171,909,501
15.
14,436,518
10,487,928
14,043,579
5,308,375
24,924,446
19,351,954
The Group
2014
2013
Weighted average effective interest rate (%):
- licensed banks
- licensed investment banks
5.35
3.00
2.77
2.99
30 to 365
1
40
1
Included in deposits with nancial institutions of the Group at the end of the reporting period is an amount of
RM14,436,518 (2013 - RM14,043,579) which have been pledged with licensed banks as security for banking
facilities granted to the Group as disclosed in Note 28 and 31.
Note
Cash and bank balances
Cash held under housing
development accounts
Short-term highly liquid investments
17.
85
The Group
2014
2013
RM
RM
The Company
2014
2013
RM
RM
(a)
6,271,489
203,000
7,224,220
-
50,624
-
291,291
-
(b)
26,354,871
8,967,000
32,829,360
16,191,220
50,624
291,291
(a)
Cash held under housing development accounts are held pursuant to Section 7A of the Housing Development
(Control and Licensing) Act, 1966 and are prohibited from being used in other operations.
(b)
The short-term highly liquid investments of the Group have a weighted average effective interest rate of
2.44% (2013 - 2.09%) and average maturity period of 1 day (2013 - 1 day).
SHARE CAPITAL
The Group/The Company
2014
2013
2014
Number Of Shares
RM
2013
RM
Authorised
Ordinary shares of RM0.50 each
500,000,000
500,000,000
250,000,000 250,000,000
At 1 July 2013/2012
New shares issued under:
- employees share options exercised
- warrants exercised
191,691,778
188,948,005
95,845,889
94,474,003
6,370,000
22,242,962
2,310,000
433,773
3,185,000
11,121,481
1,155,000
216,886
At 30 June 2014/2013
220,304,740
191,691,778
110,152,370
95,845,889
6,370,000 new ordinary shares of RM0.50 each pursuant to the exercise of share options under the
Employees Share Option Scheme at an exercise price of RM0.52 per ordinary share for cash; and
(b)
22,242,962 new ordinary shares of RM0.50 each pursuant to the exercise of warrants at an exercise price
of RM0.50 per ordinary share for cash.
The new shares issued rank pari passu in all respects with the existing shares of the Company.
The holders of ordinary shares (except treasury shares) are entitled to receive dividends as and when declared
by the Company. All ordinary shares carry one vote per share without restrictions and rank equally with regard to
the Companys residual assets.
18.
SHARE PREMIUM
The Group/The Company
2014
2013
RM
RM
At 1 July 2013/2012
New shares issued under employees share options exercised
3,782,651
425,198
3,628,459
154,192
At 30 June 2014/2013
4,207,849
3,782,651
The share premium is not distributable by way of dividends and may be utilised in the manner set out in Section
60(3) of the Companies Act 1965.
87
TREASURY SHARES
The Group/The Company
Weighted
Average Cost
Per Share
RM
Number Of
Shares
At 1 July 2012
Purchase of treasury shares
1.09
0.67
1,028,064
15,000
1,116,581
9,995
1.08
0.64
1,043,064
5,100
1,126,576
3,296
At 30 June 2014
1.08
1,048,164
1,129,872
Amount
RM
Treasury shares relate to ordinary shares of the Company that are held by the Company. The amount consists of
the acquisition costs of treasury shares net of the proceeds received on their subsequent sales and issuance and
distribution of treasury share dividend.
The shareholders of the Company, by an ordinary resolution passed in the Annual General Meeting held on
19 December 2013, granted their approval for the Companys plan to repurchase its own ordinary shares. The
directors of the Company are committed to enhancing the value of the Company for its shareholders and believe
that the repurchase plan can be applied in the best interests of the Company and its shareholders.
The Company repurchased 5,100 (2013 - 15,000) of its issued ordinary shares from the open market through
Bursa Malaysia Securities Berhad during the nancial year at a weighted average price of appropriately RM0.64
(2013 - RM0.67) per share. The total consideration paid for the repurchase including transaction costs was
RM3,296 (2013 - RM9,995). The repurchase transactions were nanced by internally generated funds.
The shares repurchased are being held as treasury shares in accordance with Section 67A of the Companies Act,
1965.
WARRANT RESERVE
On 21 October 2008, the Company issued a renounceable rights issue of 45,098,775 new ordinary shares of
RM0.50 each with 45,098,775 free detachable new warrants on the basis of one (1) rights share and one (1)
warrant for every two (2) ordinary shares of RM0.50 each in the Company at an issue price of RM0.50 per rights
share. These warrants were listed on the Bursa Malaysia Securities Berhad on 28 October 2008.
The principal terms of the warrants are as follows:(i)
The exercise period commenced on the date of issue of the warrants (21 October 2008) and will expire ve
years from the date of issuance (21 October 2013). Warrants that are not exercised during the exercise
period will thereafter lapse and cease to be valid.
(ii)
The warrants are issued in registered form and constituted by a Deed Poll dated 8 September 2008.
(iii)
The exercise price will be RM0.50 payable in full in respect of each new share of the Company issued upon
the exercise of the warrant. Each warrant carries the entitlement to subscribe for one (1) new ordinary share
of the Company.
21.
2013
RM
23,493,322
(22,242,962)
(1,250,360)
23,927,095
(433,773)
-
1,174,666
(1,112,148)
(62,518)
1,196,354
(21,688)
-
23,493,322
1,174,666
OTHER RESERVE
Included in the other reserve is the reserve arising from discount on acquisition of non-controlling interests by the
Group and waiver of debts due to non-controlling interests.
In the previous nancial year, the other reserve also arose mainly from the issuance of warrants in year 2008. This
reserve is credited upon the exercise of the issued warrant in the current nancial year.
22.
89
2013
RM
7,680,000
(6,370,000)
(1,310,000)
4,449,000
10,370,000
(2,310,000)
(4,829,000)
359,040
(297,798)
(61,242)
97,222
484,797
(107,992)
(114,987)
7,680,000
359,040
The ESOS is governed by the by-laws approved by the shareholders at an Extraordinary General Meeting held on
28 October 2009. On 26 February 2013, 10,370,000 new share options were granted and lapsed on 31 December
2013.
The salient features of the ESOS are as follows:(a)
The Options Committee appointed by the Board of Directors to administer the ESOS, may from time to
time grant options to eligible employees and directors of the Group to subscribe for new ordinary shares of
RM0.50 each in the Company at an offer price of RM0.52 per ordinary share.
(b)
Subject to the discretion of the Options Committee, any employee whose employment has been conrmed
and any directors holding ofce of the Group, shall be eligible to participate in the ESOS.
(c)
The total number of shares to be issued under the ESOS shall not exceed in aggregate 15% of the issued
share capital of the Company at any point of time during the tenure of the ESOS and out of which not more
than 50% of the shares shall be allocated, in aggregate, to directors and senior management of the Group.
In addition, not more than 10% of the share available under the ESOS shall be allocated to any individual
director or employee who, either singly or collectively through his/her associates, holds 20% or more in the
issued and paid-up capital of the Company.
(d)
The option price for each share shall be the weighted average of the market prices as quoted in the Daily
Ofcial List issued by Bursa Malaysia Securities Berhad for the 5 market days immediately preceding the
date on which the option is granted less, if the Option Committee shall so determine at their discretion from
time to time, a discount of not more than 10% or the par value of the shares of the Company of RM0.50.
(e)
All new ordinary shares issued upon exercise of the options granted under the ESOS will rank pari passu in
all respects with the existing ordinary shares of the Company other than as may be specied in a resolution
approving the distribution of dividends prior to their exercise dates.
Number Of
Shares
As at 1 July 2012
Granted during the nancial year
Exercised during the nancial year
Lapsed during the nancial year
4,449,000
10,370,000
(2,310,000)
(4,829,000)
0.90
0.52
0.52
0.87
As at 30 June 2013
7,680,000
0.52
7,680,000
0.52
As at 1 July 2013
Exercised during the nancial year
Lapsed during the nancial year
7,680,000
(6,370,000)
(1,310,000)
0.52
0.52
0.52
0.52
As at 30 June 2014
(g)
Weighted
Average
Exercise
Price
RM
The fair value of share options measured at grant date and the assumptions are as follows:Fair value of share options at the grant date 26 February 2013 (RM)
Weighted average share price (RM)
Weighted average exercise price (RM)
Expected volatility (%)
Expected life (years)
Risk free rate (%)
0.09
0.68
0.52
30.90
0.85
3.25
The expected life of the options is based on the actual granted options life and is not necessarily indicative
of exercise patterns that may occur. The expected volatility reects the assumption that the historical
volatility is indicative of future trends, which may also not necessarily be the actual outcome. No other
features of the option grant were incorporated into the measurement of fair value.
91
The fair value of share options measured at grant date and the assumptions are as follows (Contd):The expenses recognised for employee services received are as follows:The Group
2014
2013
RM
RM
Expenses arising from share-based payment
transaction
24.
484,797
The Company
2014
2013
RM
RM
-
484,797
25.
RETAINED PROFITS
Subject to agreement with the tax authorities, at the end of the reporting period, the Company has tax-exempt
income approximately RM214,581 (2013 - RM214,581) available for the purpose of paying tax-exempt dividends.
At the end of the reporting period, the Company has automatically moved to the single tier tax system. Under
the single tier tax system, tax on the Companys prots is the nal tax and accordingly, any dividends to the
shareholders are not subject to tax.
TRADE PAYABLES
The Group
2014
2013
RM
RM
Non-current portion:Trade payables
7,564,771
6,400,446
67,023,985
65,069,750
74,588,756
71,470,196
Trade payables
75,887,853
72,499,570
(1,029,374)
(269,723)
(764,648)
(264,726)
At 30 June 2014/2013
(1,299,097)
(1,029,374)
74,588,756
71,470,196
The normal trade credit terms granted to the Group range from 60 to 90 days (2013 - 60 to 90 days).
Included in the trade payables of the Group at the end of the reporting period is an amount of RM14,434,442
(2013 - RM17,758,601) being project retention sums payable to subcontractors ranging between 2 to 5 years
(2013 - 2 to 6 years) after the completion of the projects.
27.
2,060,958
1,390,272
630,349
1,430,609
As at 30 June 2014/2013
3,451,230
2,060,958
93
28.
7,163,926
402,016
7,163,926
575,229
7,565,942
7,739,155
(2,885,338)
(1,229,374)
(5,449,147)
(229,050)
(4,114,712)
(5,678,197)
3,451,230
2,060,958
TERM LOANS
The Group
2014
2013
RM
RM
Current portion (Note 31):
- not later than one year
Non-current portion:
- later than one year and not later than two years
- later than two years and not later than ve years
- later than ve years
3,146,666
3,146,666
6,771,666
32,979,446
-
3,146,667
38,440,000
1,311,111
39,751,112
42,897,778
42,897,778
46,044,444
Term
Loans
1
2
Number of
Quarterly/
Monthly
Instalments
Quarterly/
Monthly
Instalment
Amount
RM
Commencement
Date of
Repayment
8 quarters
72 months
3,625,000
262,222
1.4.2016
19.12.2012
Amount Outstanding
The Group
2014
2013
RM
RM
29,000,000
13,897,778
29,000,000
17,044,444
42,897,778
46,044,444
29.
(a)
legal charges over the freehold land of the Group as disclosed in Note 12;
(b)
(c)
Note
Other payables
Accruals
Deposits
Advances received from a customer
(a)
(b)
The Group
2014
2013
RM
RM
The Company
2014
2013
RM
RM
15,151,192
1,795,271
558,033
3,304,485
1,016,203
2,390,454
470,833
10,000,000
10,575
42,800
-
10,853
37,800
-
20,808,981
13,877,490
53,375
48,653
(a)
These deposits have been received from the subcontractors engaged by the Group to carry out the
constructions.
(b)
These amounts have been advanced by the project owner to a subsidiary of the Group, Fajarbaru Builder
Sdn. Bhd. to be used for mobilisation of the construction works.
95
PROVISION
Provision of the Group represents the provision for liquidated ascertained damages in respect of construction
projects undertaken by the Group. The provision is recognised based on the terms of the applicable construction
agreements for expected liquidated ascertained damages to be claimed by contract customers.
31.
SHORT-TERM BORROWINGS
The Group
2014
2013
RM
RM
Term loans (Note 28)
Bankers acceptances
Invoice nancing facility
3,146,666
15,981,000
4,249,693
3,146,666
2,614,849
23,377,359
5,761,515
The bankers acceptances and invoice nancing facility are secured by:(a)
(b)
The bank overdraft facilities of the subsidiary were not utilised as at reporting date.
The bank overdrafts of the Group are secured by:-
32.
(a)
rst party rst legal charge over the freehold land and buildings of the subsidiary as disclosed in Note 6;
(b)
(c)
REVENUE
The Group
2014
2013
RM
RM
Construction contracts
Trading
Management fee from subsidiaries
The Company
2014
2013
RM
RM
244,034,030
69,547,565
-
184,749,453
28,451,503
-
549,600
1,133,250
313,581,595
213,200,956
549,600
1,133,250
34.
OTHER INCOME
The Group
2014
2013
RM
RM
Interest income:
- licensed banks
- licensed investment banks
- short-term highly liquid investment bank
- imputed interest on trade payables
- others
Gain on disposal of equipment
Gain on disposal of investment properties
Reversal of impairment loss on investment in
subsidiaries
Rental income
Writeback of impairment losses on trade receivable
35.
The Company
2014
2013
RM
RM
443,095
179,554
570,473
269,723
104,596
102,097
-
556,368
752,649
211,033
264,726
44,999
223,105
205
-
23,023
-
395,200
71,594
941,760
-
53,370
-
491,470
-
2,136,332
2,994,640
53,575
514,493
STAFF COSTS
The Group
2014
2013
RM
RM
The Company
2014
2013
RM
RM
14,453,642
1,787,716
439,316
11,877,910
1,448,978
484,797
533,270
528,000
21,600
-
632,785
118,065
484,797
37,500
16,680,674
(9,145,500)
14,344,955
(7,289,732)
549,600
-
1,273,147
-
7,535,174
7,055,223
549,600
1,273,147
Included in staff costs of the Group and of the Company are directors remuneration amounting to RM1,144,004
(2013 - RM1,488,207) and RM549,600 (2013 - RM1,215,725) respectively as disclosed in Note 36.
97
DIRECTORS REMUNERATION
(a)
The aggregate amounts of emoluments received and receivable by directors of the Group and of the
Company during the nancial year are as follows:The Group
2014
2013
RM
RM
Executive:Fees
Non-fee emoluments:
- salaries, wages, bonus and allowances
- dened contribution plan
- share-based payment
- other emoluments
Non-executive:Fees
Non-fee emoluments:
- salaries, wages, bonus and allowances
- dened contribution plan
The Company
2014
2013
RM
RM
10,000
10,000
872,148
73,236
620
623,250
59,232
5,660
-
330,000
21,600
-
380,000
30,000
5,660
-
946,004
698,142
351,600
425,660
198,000
177,000
198,000
177,000
525,000
88,065
525,000
88,065
198,000
790,065
198,000
790,065
1,144,004
1,488,207
549,600
1,215,725
Included in the other expenses of the Group are benets-in-kind for directors amounting to RM11,200 (2013
- RM14,810).
Details of directors emoluments of the Group and of the Company received/receivable for the nancial year
in bands of RM50,000 are as follows:The Group
2014
2013
37.
The Company
2014
2013
1
1
1
1
2
-
1
1
-
1
1
1
-
5
-
5
1
5
-
5
1
FINANCE COSTS
The Group
2014
2013
RM
RM
Interest expenses on:
- bank overdraft
- imputed interest on trade and other receivables
- invoice nancing
- letters of credit
- revolving credits
- trust receipts
- others
3,002
1,488,954
169,354
41,227
61,075
117,404
304,926
20,993
16,497
3,697
34,951
1,881,016
381,064
99
39.
121,000
(15,500)
4,000
705
97,950
131,000
(35,500)
6,000
-
The Company
2014
2013
RM
RM
40,000
5,000
4,000
53,368
-
29,000
(10,000)
6,000
-
The Company
2014
2013
RM
RM
473,094
960
455,505
(369,223)
(5,424)
5,424
-
474,054
86,282
(5,424)
5,424
1,390,272
-
1,153,839
276,770
1,390,272
1,430,609
1,864,326
1,516,891
(5,424)
5,424
The Company
2014
2013
RM
RM
4,794,112
5,692,651
(379,981)
217,749
1,198,528
1,423,163
(94,995)
54,437
777,608
(196,266)
523,595
(311,264)
78,745
-
(49,013)
-
83,496
16,250
(26,150)
960
-
(369,223)
276,770
(5,424)
-
1,864,326
1,516,891
(5,424)
5,424
The statutory tax rate will be reduced to 24% from the current nancial years rate of 25%, effective year of
assessment 2016.
The temporary differences attributable to the deferred tax assets and deferred tax liability which are not recognised
in the nancial statements are as follows:The Group
2014
2013
RM
RM
Deferred tax assets:
- unutilised tax losses
- unabsorbed capital allowances
- others
The Company
2014
2013
RM
RM
1,599,184
112,000
15,822
1,320,021
4,000
-
886,000
-
821,000
-
1,727,006
1,324,021
886,000
821,000
(84,000)
(15,000)
1,643,006
1,309,021
886,000
821,000
101
3,026,713
4,175,760
210,357,410 188,252,454
6,301,211
694,501
210,357,410 195,248,166
1.44
2.22
Not applicable
2.14
There have been no transactions involving ordinary shares or potential ordinary shares since the reporting date
and before the completion of these nancial statements.
ACQUISITION OF SUBSIDIARIES
On 18 February 2014, the Company acquired 51% equity interest in BVSB. BVSB was incorporated as a private
company limited by shares in Malaysia pursuant to the Companies Act 1965 on 4 January 2007. BVSB is principally
involved in the businesses of logging and trading of timber.
The fair values of the identiable assets and liabilities of the BVSB at the date of acquisition were as follows:Preacquisition
Fair Recognised
carrying
value
values on
amount adjustments acquisition
RM
RM
RM
Deposit and prepayment
Cash balance
Other payables
862,250
52
(72,873)
862,250
52
(72,873)
789,429
789,429
(386,820)
402,609
5,391
408,000
The Company paid a total cash consideration of RM408,000 to acquire the equity interest in BVSB.
The effect of the acquisition on cash ows is as follows:2014
RM
Fair value of the consideration transferred
Less: Cash balance of subsidiary acquired
408,000
52
(407,948)
103
1,000,020
(2,126)
1,000,020
(2,126)
997,894
997,894
Goodwill on acquisition
Fair value of consideration transferred
2,106
1,000,000
BVSB paid a total cash consideration of RM1,000,000 to acquire the equity interest in SASB.
The effect of the acquisition on cash ows is as follows:-
2014
RM
1,000,000
1,000,020
20
The goodwill on acquisition of BVSB and SASB attributable to the acquisition is expected to provide an alternative
stream of income to the overall business operations of the Group. The diversication of the Groups business
into the timber industry shall enhance the Groups future prospects as it represents an opportunity to expand its
revenue sources. The diversication is in line with the Groups objective to continuously enhance the shareholders
value.
43.
The Company
2014
2013
RM
RM
24,924,446
32,829,360
19,351,954
16,191,220
50,624
291,291
57,753,806
35,543,174
50,624
291,291
(14,436,518)
(14,043,579)
43,317,288
21,499,595
50,624
291,291
(b)
Other than those disclosed elsewhere in the nancial statements, the Group and the Company also carried
out the following transactions with the related parties during the nancial year:The Company
2014
2013
RM
RM
Subsidiaries:
- advances received
- advances given
- management fees received
- payment on behalf
2,700,000
15,789,080
549,600
12,006,618
7,415,590
260,000
1,133,250
-
105
44.
1,588,740
159,312
36,420
1,188,615
129,060
5,660
36,850
The Company
2014
2013
RM
RM
330,000
21,600
-
380,000
30,000
5,660
-
3.02
3.21
OPERATING SEGMENT
(a)
Reporting format
The primary segment reporting format is determined to be business segments as the Groups risks and
rates of return are affected predominantly by differences in the services. The operating segment reporting
are organised and managed separately according to the nature of the services provided, with each segment
representing a business unit that serves different markets.
(b)
Business segments
The Group is organised into 5 main business segments as follows:(i)
(ii)
(iii)
(iv)
(v)
Logging and trading of timber - involved in the extraction and trading of timber.
Other business segments mainly consist of provision of corporate services, dormant and inactive company,
none of each are of a sufcient size to be reported separately.
Management monitors the operating results of its business units separately for the purpose of making
decisions about resource allocation and performance assessment. Segment performance is evaluated
based on operating prot or loss which, in certain respects as explained in the table below, is measured
differently from operating prot or loss in the consolidated nancial statements. Group nancing (including
nance costs) and income taxes are managed on a group basis and are not allocated to operating segments.
(c)
Total revenue
Liabilities
Segment liabilities
Assets
Additions to
non-current
assets
Segment
assets
Results
Depreciation
Other
non-cash
income
Other
non-cash
expenses
Segment
(loss)/prot
729,659
6,840,392
760,000
(1,469,205)
88,425,127
142,430,218
933,206
23,840
(425,241)
549,600
549,600
149,445,150 25,895,670
7,279,248
2,892,009
269,723
375,558
1,094,727
650,072
244,034,030 69,436,455
(111,110)
244,034,030 69,547,565
8ZWXMZ\a
development Construction
RM
RM
40,545,576
42,153,518
43,517
(179,382)
200
(c)
(b)
(f)
(e)
(107,600,645) (g)
(230,739,269)
(905,658) (d)
(438,490)
(438,490) (a)
Logging Adjustments
1V^M[\UMV\ IVL\ZILQVO
IVL
Trading
holding
of timber eliminations
RM
RM
RM
RM
Revenue
External sales
Inter-segment
sales
2014
45.
203,990,126
365,533,151
3,334,924
4,794,112
1,489,659
269,723
1,744,999
313,581,595
313,581,595
Per
consolidated
VIVKQIT
statements
RM
107
Liabilities
Segment liabilities
Assets
Additions to non-current
assets
Segment assets
1,004,638
264,726
304,926
7,632,812
169,938
484,797
234,913
1,133,250
1,133,250
70,061
115,224
1,405,220
131,771,011 173,812,691 15,210,195 144,643,610
601,245
(409,630)
- 184,822,613 29,865,136
Total revenue
Results
Depreciation
Other non-cash income
Other non-cash expenses
Segment (loss)/prot
- 184,749,453 28,451,503
73,160 1,413,633
8ZWXMZ\a
development Construction
RM
RM
(53,666,761) (g)
- (e)
(170,449,191) (f)
- (b)
- (c)
(1,935,382) (d)
(2,620,043)
(2,620,043) (a)
Adjustments
1V^M[\UMV\
IVL
Trading
holding eliminations
RM
RM
RM
Revenue
External sales
Inter-segment sales
2013
150,946,324
1,520,444
294,988,316
1,605,883
264,726
789,723
5,692,651
213,200,956
213,200,956
-
Per
consolidated
VIVKQIT
statements
RM
108
45.
109
(b)
(c)
269,723
264,726
(d)
484,797
728,954
760,000
705
304,926
-
1,489,659
789,723
The following items are (deducted)/added from segment prot to arrive at Prot/(Loss) before taxation
presented in the consolidated income statement:The Group
2014
2013
RM
RM
Interest income
Reversal of impairment loss on investment in subsidiary
Interest expenses
Loss on disposal of a subsidiary
(1,297,718)
(53,370)
392,062
53,368
(1,520,050)
(491,470)
76,138
-
(905,658)
(1,935,382)
(f)
840,000
560,000
646,779
397,850
65,628
785,962
38,705
163,410
1,097,939
58,857
85,014
115,224
3,334,924
1,520,444
The following items are (deducted)/added from segment assets to arrive at total assets reported in the
consolidated statement of nancial position:The Group
2014
2013
RM
RM
Inter-segment balances
Tax recoverable
(230,739,269) (172,711,640)
2,262,449
(230,739,269) (170,449,191)
(g)
The following items are (deducted)/added from segment liabilities to arrive at total liabilities reported in the
consolidated statement of nancial position:The Group
2014
2013
RM
RM
Inter-segment balances
Deferred tax liabilities
Provision for taxation
(111,392,020) (55,727,719)
3,451,230
2,060,958
340,145
(107,600,645) (53,666,761)
111
Customer A
Customer B
Customer C
Customer D
46.
Segment
2014
RM
2013
RM
75,571,792
44,016,708
36,864,647
-
26,652,661
30,028,197
156,453,147
56,680,858
Construction
Construction
Construction
Construction
CONTINGENT LIABILITIES
The Group
2014
2013
RM
RM
Performance and tender bond granted to contract
customers
Corporate guarantee given to licensed banks for
credit facilities granted to subsidiaries
The Company
2014
2013
RM
RM
80,803,573
77,157,284
63,128,471
48,659,293
As at the reporting date, there was no indication that any subsidiary would default on repayment.
FINANCIAL INSTRUMENTS
The Groups activities are exposed to a variety of market risks (including foreign currency risk, interest rate risk
and equity price risk), credit risk and liquidity risk. The Groups overall nancial risk management policy focuses
on the unpredictability of nancial markets and seeks to minimise potential adverse effects on the Groups
nancial performance.
47.1 FINANCIAL RISK MANAGEMENT POLICIES
The Groups policies in respect of the major areas of treasury activity are as follows:(a)
Market Risk
(i)
(3,373,004)
113
-NNMK\7V8ZW\4W[[
After Taxation/Equity
USD:
- strengthened by 10%
- weakened by 10%
(337,300)
337,300
The Group did not have material balances denominated in foreign currencies in the previous
reporting period and hence the exposure to foreign currency risk is minimal.
(ii)
(631,000)
631,000
(487,000)
487,000
(b)
986,000
(986,000)
1,025,000
(1,025,000)
Credit Risk
The Groups exposure to credit risk, or the risk of counterparties defaulting, arises mainly from trade
and other receivables. The Group manages its exposure to credit risk by the application of credit
approvals, credit limits and monitoring procedures on an ongoing basis. The Group minimises credit
risk by dealing exclusively with high credit rating counterparties.
The Group establishes an allowance for impairment that represents its estimate of incurred losses in
respect of the trade and other receivables as appropriate. The main components of this allowance are
a specic loss component that relates to individually signicant exposures. Impairment is estimated
by management based on prior experience and the current economic environment.
115
(ii)
2014
2013
66%
3
83%
5
(iii)
Ageing analysis
The ageing analysis of the Groups trade receivables (after discounting expected future cash
ows) as at end of the reporting period is as follows:Gross
Amount
RM
Individual
Impairment
RM
Carrying
Value
RM
79,889,653
79,889,653
Past due:
- less than 3 months
- 3 to 6 months
358,205
25,634,730
(109,378)
358,205
25,525,352
The Group
2014
105,882,588
(109,378) 105,773,210
Individual
Impairment
RM
Carrying
Value
RM
38,743,678
38,743,678
759,173
4,350,241
(180,972)
759,173
4,169,269
43,853,092
(180,972)
43,672,120
The Group
2013
Not past due
Past due:
- less than 3 months
- 3 to 6 months
At the end of the reporting period, trade receivables that are individually impaired were those
in signicant nancial difculties and have defaulted on payments. These receivables are not
secured by any collateral or credit enhancement.
Trade receivables that are past due but not impaired
The Group believes that no impairment allowance is necessary in respect of these trade
receivables. They are substantial companies with good collection track record and no recent
history of default.
Trade receivables that are neither past due nor impaired
A signicant portion of trade receivables that are neither past due nor impaired are regular
customers that have been transacting with the Group. The Group uses ageing analysis to monitor
the credit quality of the trade receivables. Any receivables having signicant balances past due
are deemed to have higher credit risk, are monitored individually.
(c)
Liquidity Risk
Liquidity risk arises mainly from general funding and business activities. The Group practises prudent
risk management by maintaining sufcient cash balances and the availability of funding through
certain committed credit facilities.
117
Contractual
Carrying Undiscounted
Amount Cash Flows
RM
RM
Within
1 Year
RM
25
Years
RM
The Group
2014
Amount owing to contract
customers
Trade payables
Other payables and accruals
Provision
Bankers acceptances
Invoice nancing
Term loans
4.64
4.71
4.85
37,857,855
74,588,756
17,504,496
3,814,688
15,981,000
4,249,693
42,897,778
37,857,855
74,588,756
17,504,496
3,814,688
16,121,976
4,315,499
53,560,336
37,857,855
67,023,985
17,504,496
3,814,688
16,121,976
4,315,499
5,295,706
7,564,771
48,264,630
196,894,266
207,763,606
151,934,205
55,829,401
14,878,387
71,470,196
3,877,490
2,614,849
46,044,444
14,878,387
71,470,196
3,877,490
2,635,842
51,950,836
14,878,387
65,069,750
3,877,490
2,635,842
5,284,106
6,400,446
46,666,730
138,885,366
144,812,751
91,745,575
53,067,176
2013
Amount owing to contract
customers
Trade payables
Other payables and accruals
Invoice nancing
Term loans
4.40
4.80
Within
1 Year
RM
The Company
2014
Other payables and accruals
53,375
53,375
53,375
48,653
48,653
48,653
2013
Other payables and accruals
47.2 CAPITAL RISK MANAGEMENT
The primary objective of the Groups capital management is to ensure that it maintains a strong credit rating
and healthy capital ratios in order to support its business and maximises shareholders value.
The Group manages its capital structure and makes adjustment to it, in light of changes in economic
conditions. No changes were made in the objective, policies or processes during the nancial years ended
30 June 2014 and 30 June 2013.
The Group will continue to be guided by prudent nancial policies of which gearing is an important aspect.
The Groups policy is to maintain a sustainable gearing ratio to meet its existing requirements. The Group
includes within net debt, borrowings less cash and bank balances and deposits with nancial institutions.
Capital includes equity attributable to owners of the Company.
119
15,981,000
4,249,693
42,897,778
63,128,471
48,659,293
(24,924,446) (19,351,954)
(32,829,360) (16,191,220)
Net debt
Debt-to-equity ratio
5,374,665
2,614,849
46,044,444
13,116,119
161,105,027 144,041,992
0.03
0.09
Under the requirement of Bursa Malaysia Practice Note No. 17/2005, the Company is required to maintain
a consolidated shareholders equity (total equity attributable to owners of the Company) equal to or not less
than the 25% of the issued and paid-up share capital (excluding treasury shares) and such shareholders
equity is not less than RM40 million. The Company has complied with this requirement.
The Company
2014
2013
RM
RM
Financial assets
Available-for-sale nancial asset
Investments securities
9,855,413
10,249,629
9,855,413
10,249,629
105,773,210
5,182,965
12,872,808
24,924,446
32,829,360
43,672,120
4,342,315
58,354,795
19,351,954
16,191,220
1,000
32,821,896
50,624
1,000
16,885,119
291,291
181,582,789
141,912,404
32,873,520
17,177,410
15,981,000
4,249,693
42,897,778
37,857,855
74,588,756
17,504,496
3,814,688
2,614,849
46,044,444
14,878,387
71,470,196
3,877,490
-
53,375
-
48,653
-
196,894,266
138,885,366
53,375
48,653
Financial liabilities
Other nancial liabilities
Bankers acceptances
Invoice nancing facility
Term loans
Amount owing to contract customers
Trade payables
Other payables and accruals
Provision
47.
Financial Liabilities
Trade payables
Term loans
-
Total
Fair
Value
RM
Carrying
Amount
RM
74,588,756
42,897,778
74,588,756
42,897,778
74,588,756
42,897,778
9,855,413
9,855,413
105,773,210
105,773,210 105,773,210
3,525,131* 3,525,131
3,525,131
Fair Value Of
Financial Instruments
Not Carried At Fair Value
Level 1
Level 2
Level 3
RM
RM
RM
Note:* - The other receivable is derived from the present value of the future cash ows computed based on the nancial budgets
prepared and approved by the management and board of directors covering a ve-year periods. The key assumptions
used in the determination of the recoverable amounts are disclosed in Note 6(b).
9,855,413
-
Financial Assets
Investment
securities
Trade receivables
Other receivable
2014
The Group
Fair Value Of
Financial Instruments
Carried At Fair Value
Level 1
Level 2
Level 3
RM
RM
RM
Other than those disclosed below, the fair values of the nancial assets and nancial liabilities maturing within the next 12
months approximated their carrying amounts due to the relatively short-term maturity of the nancial statements. These
fair values are determined by discounting the relevant cash ows at rates equal to the current market interest rate plus
appropriate credit rating, where necessary. These fair values are included in level 2 of the fair value hierarchy.
121
10,249,629
-
- 71,470,196
- 46,044,444
- 43,672,120
Total
Fair
Value
RM
- 71,470,196
- 46,044,444
- 10,249,629
- 43,672,120
Fair Value Of
Financial Instruments
Not Carried At Fair Value
Level 1
Level 2
Level 3
RM
RM
RM
71,470,196
46,044,444
10,249,629
43,672,120
Carrying
Amount
RM
The fair value of non-current receivables, payables, loans and borrowings are estimated by discounting expected future
cash ows at the market incremental lending rate for similar types of borrowing at the reporting date.
Financial Liabilities
Trade payables
Term loans
Financial Assets
Investment
securities
Trade receivables
2013
The Group
Fair Value Of
Financial Instruments
Carried At Fair Value
Level 1
Level 2
Level 3
RM
RM
RM
122
47.
48.
47.
9,855,413
On 14 April 2014, BVSB subscribed for 1,000,000 ordinary shares of RM1.00 each representing 100% equity interest in
SASB, a company incorporated in Malaysia;
On 7 May 2014, FPSB subscribed for 51,000 ordinary shares of AUD1.00 each representing 51% equity interest in FBM,
a company incorporated in Australia;
On 19 September 2014, the Company announced that FBM has acquired vacant land at Lot 6, 7 and 8 on plan of
subdivision no. 042014 and being the land more particularly described as Certicate of Title Volume 08204 Folio 293,
08164 Folio 685 and 08179 Folio 168 respectively, Doncaster, Victoria 3108, Australia from Doncaster Regency Pty Ltd
for a total cash consideration of AUD6,900,000 (exclusive of 10% Australian GST); and
On 2 October 2014, the Company announced the renounceable rights issue of 109,628,288 new ordinary shares of
RM0.50 each in the Companys shares on the basis of one (1) rights share for every two (2) existing shares held together
with 109,628,288 free detachable warrants on the basis of one (1) warrant for every one (1) rights share were listed and
quoted on the Main Market of Bursa Malaysia Securities Berhad.
(b)
(c)
(d)
(e)
10,249,629
9,855,413
Carrying
Amount
RM
On 18 February 2014, the Company subscribed for 408,000 ordinary shares of RM1.00 each representing 51% equity
interest in BVSB, a company incorporated in Malaysia;
- 10,249,629
Total
Fair
Value
RM
(a)
Fair Value Of
Financial Instruments
Not Carried At Fair Value
Level 1
Level 2
Level 3
RM
RM
RM
Financial Asset
Investment securities 10,249,629
2013
Financial Asset
Investment securities 9,855,413
2014
The Company
Fair Value Of
Financial Instruments
Carried At Fair Value
Level 1
Level 2
Level 3
RM
RM
RM
123
COMPARATIVE FIGURES
The following gures have been reclassied to conform with the presentation of the current nancial year:The Group
As
As
Previously
Restated
Reported
RM
RM
The Company
As
As
Previously
Restated
Reported
RM
RM
Consolidated Statement of
Financial Position (Extract):Non-current Assets
Land held by property development
Investment properties
44,081,111
43,277,683
803,428
82,725,598
41,963,464
5,008,652
58,354,795
2,262,449
16,191,220
19,351,954
82,725,598
104,660,574
666,337
2,300,940
35,543,174
-
1,000
16,885,119
-
16,886,119
-
65,069,750
13,877,490
14,878,387
83,825,627
10,000,000
38,491
-
48,653
-
48,653
-
(33,744,493)
(1,065,271)
2,187,384
-
(31,418,999)
(7,110,387)
(139,725)
(14,043,579)
Current Assets
Property development costs
Inventories
Trade and other receivables
Other current assets
Trade receivables
Other receivables, deposits and prepayments
Amount owing by contract customers
Amount owing by subsidiaries
Tax recoverable
Cash and bank balances
Deposits with nancial institutions
Current Liabilities
Trade and other payables
Other current liabilities
Tax payable
Trade payables
Other payables and accruals
Amount owing to contract customers
Consolidated Statement of
Cash Flows (Extract):Net cash for operating activities
Net cash for investing activities
Net cash from/(for) nancing activities
Fixed deposits under lien
125
The Company
2014
2013
RM
RM
71,567,884
(3,451,230)
67,199,263
(2,060,958)
38,089,484
-
38,402,799
-
68,116,654
(23,301,139)
65,138,305
(23,410,745)
38,089,484
-
38,402,799
-
44,815,515
41,727,560
38,089,484
38,402,799
LIST OF PROPERTIES
126
30 June 2014
Owned by:
Fajarbaru Builder
Sdn Bhd
Location
Tenure
Existing
Use
Age of
Building
(Years)
Description
Land Area
(Square
Meters)
Net Book
Value
RM000
Freehold
N/A
Vacant Land
-(acquired in
May 1995)
2,227
360
Freehold
N/A
Vacant Land
-(acquired in
Feb 2010)
984
297
Freehold
N/A
Vacant Land
-(acquired in
Feb 2010)
446
134
Freehold
N/A
Vacant Land
-(acquired in
Feb 2010)
353
84
Freehold
N/A
Vacant Land
-(acquired in
Feb 2010)
372
88
Freehold
N/A
Vacant Land
-(acquired in
Feb 2010)
280
66
Freehold
N/A
Vacant Land
-(acquired in
Dec 2010)
446
134
Freehold
16
374
2,241
Freehold
16
187
1,389
LIST OF PROPERTIES
30 June 2014 (contd)
Owned by:
Potential Region
Sdn Bhd
Location
*PD Orchard
Homestead Resort,
Off Jalan
Si-Rusa-Sunggala,
Port Dickson,
Negeri Sembilan
Darul Khusus
127
Tenure
Existing
Use
Age of
Building
(Years)
Land Area
(Square
Meters)
Net Book
Value
RM000
Freehold
N/A
80 orchard
homestead lots
-(acquired in
June 1994)
370,999
12,609
Freehold
N/A
109 Bungalow
lots
-(acquired in
June 1994)
127,367
18,506
Freehold
N/A
17,500
3,391
99 years
leasehold
expiring
30.05.2096
N/A
1 lot 10 acres
agriculture
Land PT3386
-(acquired in
June 1994)
40,469
871
Freehold
N/A
1 orchard
homestead
Lot 8015 (PT 3261)
-(acquired in
Feb 2003)
4,241
251
Freehold
N/A
1 orchard
homestead
Lot 8010 (PT3256)
-(acquired in
Apr 2003)
6,861
406
Freehold
N/A
1 orchard
homestead
Lot 8020 (PT3204)
-(acquired in
Jul 2003)
4,101
243
Description
LIST OF PROPERTIES
128
Owned by:
Renowaja
Sdn Bhd
Tenure
Existing
Use
Age of
Building
(Years)
99 years
leasehold
expiring
31.08. 2109
N/A
99 years
leasehold
expiring
31.08. 2109
Location
Land Area
(Square
Meters)
Net Book
Value
RM000
Vacant Land
for development
-(acquired in
Sept 2010)
2,023
1,929
N/A
Vacant Land
for development
-(acquired in
Sept 2010)
12,174
11,609
Description
Wajatex Sdn
Bhd
Freehold
N/A
Vacant Land
for development
-(acquired in
Nov 2011)
9,331
24,266
Fajarbaru Land
Sdn Bhd
GM1408, Lot
796, Mukim of
Petaling, District
of Kuala Lumpur,
State of Wilayah
Persekutuan Kuala
Lumpur
Freehold
N/A
Vacant Land
for development
-(acquired in
Oct 2012)
27,490
41,857
P.T. Nos. 3156-3165 (H.S.(D) 13915 13924), P.T. Nos. 3198 3199 (H.S.(D) 13956 13958), P.T. Nos. 3201
3202 (H.S.(D) 13960 13961),P.T. No. 3209 (H.S.(D) 13968) P.T. No. 3211 (H.S.(D) 13970), P.T. Nos. 3213 3214
(H.S.(D) 13972 13973), P.T. Nos. 3216 3222 (H.S.(D) 13975 13981), P.T. Nos. 3224 3226 (H.S.(D) 13983
13985), P.T. Nos. 3230 3231 (H.S.(D) 13989 13990), P.T. No. 3233 (H.S.(D) 13992), P.T. Nos. 3235 3240
(H.S.(D) 13994 13999), P.T. No. 3244 (H.S.(D) 14003), P.T. No. 3246 (H.S.(D) 14005), P.T. No. 3249 (H.S.(D)
14008), P.T. Nos. 3252 - 3253 (H.S.(D) 14011 14012), P.T. No. 3255 (H.S.(D) 14014), P.T. No. 3258 (H.S.(D)
14017) P.T. No. 3383 (H.S.(D) 18189), P.T. Nos. 3264 3265 (H.S.(D) 14023 14024), P.T. Nos. 3274 (H.S.(D)
14033), P.T. Nos. 3279 3294 (H.S.(D) 14038 14053), P.T. No. 3296 (H.S.(D) 14055), P.T. No. 3298 (H.S.(D)
14057), P.T. Nos. 3299 3300 (H.S.(D) 14058 14059), P.T. No. 3302 (H.S.(D) 14061), P.T. Nos. 3305 3312
(H.S.(D) 14064 14071), P.T. Nos. 3314 3316 (H.S.(D) 14073 14075).
ANALYSIS OF SHAREHOLDINGS
As at 29 October 2014
129
No. of Shares
(Direct)
%
25,044,700
16,900
7,297
17,269
102,857
84,000
-
7.62
0.01
0.00
0.01
0.03
0.03
-
No. of Shares
(Indirect)
%
7,581,600(1)
-
2.31
-
Notes:(1)
Deemed Interest by virtue of Section 6A of the Companies Act, 1965 through Unique Bay Sdn. Bhd.
No. of Shares
(Direct)
%
25,044,700
23,587,199
18,377,742
4,233,150
7,755,375
-
7.62
7.17
5.59
1.29
2.36
-
No. of Shares
(Indirect)
%
7,581,600(a)
23,587,199(b)
23,587,199(b)
29,604,302(c)
29,392,602(d)
2.31
7.17
7.17
9.00
8.94
Notes:(a)
(b)
(c)
(d)
Deemed interest by virtue of Section 6A of the Companies Act, 1965 through Unique Bay Sdn. Bhd.
Deemed interest by virtue of Section 6A of the Companies Act, 1965 through Big Victory Holdings Sdn. Bhd.
Deemed interest by virtue of Section 6A of the Companies Act, 1965 through Big Victory Holdings Sdn. Bhd., Bright Memory Sdn. Bhd., Numina
Gem Sdn. Bhd. and her spouse.
Deemed interest by virtue of Section 6A of the Companies Act, 1965 through Big Victory Holdings Sdn. Bhd., Bright Memory Sdn. Bhd. and
Numina Gem Sdn. Bhd.
No. of
% of
Shareholders Shareholders
No. of
Share held
% of
Share held
865
448
1,837
1,547
263
4
17.43
9.02
37.01
31.16
5.30
0.08
40,748
116,500
9,015,197
44,787,477
171,569,130
103,355,812
0.01
0.03
2.74
13.62
52.17
31.43
TOTAL
4,964
100.00
328,884,864
100.00
As at 29 October 2014
No. Names
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
29.
30.
Shareholdings
36,647,656
11.14
25,044,700
7.62
23,285,714
7.08
18,377,742
16,021,678
5.59
4.87
11,972,880
3.64
10,795,450
7,714,285
3.28
2.35
7,581,600
2.31
6,938,401
2.11
4,233,150
1.29
3,932,743
1.20
3,761,700
1.14
3,601,352
1.10
3,346,700
2,777,900
2,628,400
2,200,000
1.02
0.84
0.80
0.67
1,991,190
1,872,000
0.61
0.57
1,830,000
0.56
1,721,100
0.52
1,716,300
1,572,253
0.52
0.48
1,486,182
1,450,000
1,361,430
1,311,000
1,286,998
1,241,000
0.45
0.44
0.41
0.40
0.39
0.38
131
: 24 September 2019
Voting Rights
No. of Shares
(Direct)
%
No. of Shares
(Indirect)
%
8.49
0.00
0.03
-
2,527,200(1)
-
2.31
-
No. of
Warrant Holders
No. of
Warrants
74
110
872
484
106
3
4.49
6.67
52.88
29.35
6.43
0.18
3,735
54,631
3,707,110
15,449,225
64,131,718
26,281,869
0.00
0.05
3.38
14.09
58.50
23.98
1,649
100.00
109,628,288
100.00
9,301,094
2,432
31,200
-
As at 29 October 2014
No. Names
1.
2.
3.
4..
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
29.
30.
Shareholdings
10,854,861
9.90
9,301,094
8.48
6,125,914
5.59
4,564,000
3,990,960
4.16
3.64
3,430,400
2,799,700
2,571,428
3.13
2.55
2.35
2,550,000
2.33
2,527,200
2.31
2,440,100
2.23
2,000,000
1.82
1,955,959
1.78
1,500,000
1,411,050
1.37
1.29
1,300,000
1.19
1,252,643
1,221,000
1,220,000
1.14
1.11
1.11
1,000,000
1,000,000
950,000
900,000
0.91
0.91
0.87
0.82
851,000
0.78
849,300
803,300
700,000
0.77
0.73
0.64
650,000
624,534
0.59
0.57
600,000
0.55
No. of
Shares held
CDS
Account No.
Form Of Proxy
I/We
(Full name in block letters)
of
(Address)
of
(Address)
or failing him
(Full name in block letters)
of
(Address)
as my / our proxy to vote for me / us and on my / our behalf at the TWENTIETH ANNUAL GENERAL MEETING of the
Company to be held at Dewan Perdana, 1st Floor Sport Complex, Bukit Kiara Equestrian & Country Resort, Jalan Bukit
Kiara, Off Jalan Damansara, 60000 Kuala Lumpur on Tuesday, 9 December 2014 at 10.00 a.m. and at any adjournment
thereof.
My / our proxy is to vote as indicated hereunder.
Resolution
Resolution 1
Resolution 2
Resolution 3
Resolution 4
Resolution 5
Resolution 6
Resolution 7
Resolution 8
Resolution 9
Dated this
For
Against
day of
, 2014.
Signature
Notes :
1. A Member holding one thousand (1,000) ordinary shares or less may appoint only one (1) proxy to attend and vote instead of him at a general
meeting who shall represent all the shares held by such member, and where a member holding more than one thousand (1,000) ordinary shares
may appoint more than one (1) proxy to attend and vote instead of him at the same meeting. Where a member appoints more than (1) proxy, he shall
specify the proportion of his shareholdings to be represented by each proxy.
2. Where a Member is an Exempt Authorised Nominee which holds ordinary shares in the Company for multiple benecial owners in one securities
account (omnibus account), there is no limit to the number of proxies which the Exempt Authorised Nominee may appoint in respect of each
omnibus account it holds
3. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the
Company.
4. If the appointer is a corporation, the proxy form must be executed under its Common Seal or under the hand of its attorney.
5. The instrument appointing a proxy together with the power of attorney (if any) under which it is signed or a certied true copy thereof shall be deposited at the Companys Registered Ofce, No. 1 & 1A, 2nd Floor (Room 2), Jalan Ipoh Kecil, 50350 Kuala Lumpur not less than 48 hours before the
time set for the Meeting.
6. Depositor whose name appears on the Record of Depositors as at 2 December 2014 shall be regarded as member of the Company and entitled to
attend and vote at the meeting or to appoint proxy(ies) to attend and vote at meeting.
Stamp
here
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