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ANNUAL REPORT

2014

Contents

NOTICE OF ANNUAL GENERAL MEETING

STATEMENT ACCOMPANYING NOTICE OF


TWENTIETH ANNUAL GENERAL MEETING

CORPORATE INFORMATION

CHAIRMANS STATEMENT

CORPORATE STRUCTURE

10

BOARD OF DIRECTORS

14

SENIOR MANAGEMENT TEAM

16

ADDITIONAL COMPLIANCE INFORMATION

19

STATEMENT ON CORPORATE GOVERNANCE

24

CORPORATE SOCIAL RESPONSIBILITY

25

STATEMENT ON RISK MANAGEMENT AND


INTERNAL CONTROL

28

DIRECTORS RESPONSIBILITY STATEMENT

29

REPORT OF THE AUDIT COMMITTEE

31

DIRECTORS REPORT

37

STATEMENT BY DIRECTORS

37

STATUTORY DECLARATION

38

INDEPENDENT AUDITORS REPORT

40

STATEMENTS OF COMPREHENSIVE INCOME

41

STATEMENTS OF FINANCIAL POSITION

44

STATEMENTS OF CHANGES IN EQUITY

48

STATEMENTS OF CASH FLOWS

52

NOTES TO THE FINANCIAL STATEMENTS

126

LIST OF PROPERTIES

129

ANALYSIS OF SHAREHOLDINGS

131

ANALYSIS OF WARRANT HOLDINGS


FORM OF PROXY

Annual Report 2014

Malacca Development

NOTICE OF ANNUAL GENERAL MEETING


2
NOTICE IS HEREBY GIVEN that the 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.
AGENDA
1)

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

ii) Mr. Wong Chee Heng

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)

6YKPUHY`9LZVS\[PVU*VU[PU\H[PVUPUVMJLHZ0UKLWLUKLU[+PYLJ[VY
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)

Ordinary Resolution 2 - Authority to Issue Share


THAT pursuant to Section 132D of the Companies Act, 1965, the Directors be and are hereby
authorised to issue and allot shares in the Company at any time until the conclusion of the next
Annual General Meeting and upon such terms and conditions and for such purposes as the
+PYLJ[VYZTH`PU[OLPYHIZVS\[LKPZJYL[PVUKLLT[WYV]PKLK[OH[[OLHNNYLNH[LU\TILYVMZOHYLZ
to be issued does not exceed ten per centum (10%) of the issued share capital of the Company
for the time being, subject always to the approval of all the relevant regulatory bodies being
obtained for such allotment and issue.
Resolution 8

Annual Report 2014

NOTICE OF ANNUAL GENERAL MEETING (contd)


3
8)

Ordinary Resolution 3 - Proposed Renewal of Share Buy-Back Authority


THAT subject to the Companies Act, 1965, the provisions of the Companys Memorandum
and Articles of Association, the Main Market Listing Requirements of Bursa Malaysia Securities
Berhad (Bursa Securities) and all other prevailing laws, rules, regulations and orders issued
and/or amended from time to time by the relevant authorities, the Company be and is hereby
H\[OVYPZLK[VHSSVJH[LHUHTV\U[UV[L_JLLKPUN[OL\UHWWYVWYPH[LKWYV[ZHUKVYZOHYLWYLTP\T
accounts of the Company for the purpose of and to purchase such amount of ordinary shares
of RM0.50 each (Proposed Share Buy-back) in the Company as may be determined by the
Directors of the Company from time to time on the market of the Bursa Securities upon such
[LYTZHUKJVUKP[PVUZHZ[OL+PYLJ[VYZTH`KLLT[PU[OLPU[LYLZ[VM[OL*VTWHU`WYV]PKLK[OH[
the aggregate number of shares purchased pursuant to this resolution does not exceed ten percent
(10%) of the total issued and paid-up share capital of the Company AND THAT upon completion
of the purchase by the Company of its own shares, the Directors are authorised to decide at their
discretion to cancel all or part the shares so purchased and/or to retain all or part the shares so
purchased as treasury shares of which may be distributed as dividends to shareholders and/or to
resell on the market of Bursa Securities and/or to retain part thereof as treasury shares and cancel
the remainder; AND THAT the Directors be and are hereby authorised and empowered to do all
acts and things to give full effect to the Proposed Share Buy-back AND FURTHER THAT such
authority shall commence immediately upon passing of this resolution until:
i)

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.

BY ORDER OF THE BOARD

TAN KOK AUN (MACS 01564)


WONG WAI YIN (MAICSA 7003000)
Company Secretaries
Kuala Lumpur,
17 November 2014

Gardenhill, Melbourne

Annual Report 2014

NOTICE OF ANNUAL GENERAL MEETING (contd)


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.

>OLYLH4LTILYPZHU,_LTW[(\[OVYPZLK5VTPULL^OPJOOVSKZVYKPUHY`ZOHYLZPU[OL*VTWHU`MVYT\S[PWSLILULJPHSV^ULYZPUVUL
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.

;OLPUZ[Y\TLU[HWWVPU[PUNHWYV_`[VNL[OLY^P[O[OLWV^LYVMH[[VYUL`PMHU`\UKLY^OPJOP[PZZPNULKVYHJLY[PLK[Y\LJVW`[OLYLVM
ZOHSSILKLWVZP[LKH[[OL*VTWHU`Z9LNPZ[LYLK6MJL5V (UK-SVVY9VVT1HSHU0WVO2LJPS2\HSH3\TW\YUV[SLZZ
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.

EXPLANATORY NOTES ON SPECIAL BUSINESS


P

*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
HZ0UKLWLUKLU[+PYLJ[VYVM[OL*VTWHU`IHZLKVU[OLMVSSV^PUNQ\Z[PJH[PVU!
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

Authority to Directors to Issue Shares


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shares at any time in their absolute discretion without convening a general meeting. The authorisation will, unless
revoked or varied by the Company at a general meeting, expire at the next annual general meeting. This is a
renewal of a general mandate. In order to avoid any delay and cost involved in convening a general meeting, it is
thus appropriate to seek members approval.
The purpose of this general mandate is for possible fund raising exercises
including but not limited to further placement of shares for purpose of
funding current and/or future projects, working capital and/or acquisitions.

iii.

Proposed Renewal of Share Buy Back Authority


The proposed Resolution 9 in item 8 is to empower the Directors of the
Company to purchase the Companys shares up to ten percent (10%)
of the issued and paid-up share capital of the Company by utilising
[OL M\UKZ HSSVJH[LK ^OPJO ZOHSS UV[ L_JLLK [OL YL[HPULK WYV[Z HUKVY
share premium of the Company. Please refer to the Share Buy-Back
Statement dated 17 November 2014, which is dispatched together with
the Companys Annual Report 2014.

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)

Dato Sri Ir Kuan Peng Ching @ Kuan Peng Soon


Mr. Wong Chee Heng

Director who is standing for re-appointment in accordance with Section 129(6) of the Companies Act, 1965 :
i)

Dato Ismail Bin Haji Omar

-\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.

Annual Report 2014

STATEMENT ACCOMPANYING
NOTICE OF TWENTIETH ANNUAL GENERAL MEETING

Annual Report 2014

Visual Docking Guidance System

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

Chairman - Foong Kuan Ming


Members - Wong Chee Heng
- Zahedi Bin Mohd Zain

No.61 & 63, Jalan SS6/12,


Kelana Jaya,
47301 Petaling Jaya,
Selangor Darul Ehsan.
Tel: +603 7804 9698
Fax: +603 7804 3698 / 4849
Website: http://www.fb.com.my

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.

Symphony Share Registrars Sdn Bhd


Level 6, Symphony House,
Pusat Dagangan Dana 1, Jalan PJU 1A/46,
47301 Petaling Jaya, Selangor.
Tel: +603 7841 8000
Fax: +603 7841 8151 & +603 7841 8152
Helpdesk Hotline: +603 7849 0777

COMPANY SECRETARIES

STOCK EXCHANGE LISTING

Tan Kok Aun (MACS 01564)


Wong Wai Yin (MAICSA No. 7003000)

Main Market of Bursa Malaysia Securities Bhd


Stock Name: FAJAR
Stock Code: 7047

SOLICITOR

REGISTERED OFFICE
No. 1 & 1A, 2nd Floor (Room 2),
Jalan Ipoh Kecil,
50350 Kuala Lumpur.
Tel: +603 4043 5750
Fax: +603 4043 5755

Annual Report 2014

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

Annual Report 2014

CHAIRMANS STATEMENT (contd)


8
to provide earnings visibility to the Group over the next two years. Moving forward, the Group will leverage on its
experienced to tender for public and private projects to replenish its current order book.
3roperty sector in general has softened after Governmentps initiatives to curb speculative activity and the difculties
faced by purchasers in securing end-nancing. 'espite the softer property sales, the Group is condent that the
property sector will recover in the next few months as demand for property is still strong. Property prices will remain
moderate to high after the implementation of G6T. The implementation of G6T is not expected to have any signicant
medium to long term impact on the property sector. The property outt is expected to make a signicant contribution
to the Group revenue in the future.
The Group diversication into logging and timber trading business via the newly acquired subsidiary companies, %illion
9ariety 6dn %hd and 6mooth Accomplishment 6dn %hd, will contribute signicantly to the Group revenue in the
immediate term. :e are grateful to all our shareholders for their condence and support in approving the Groupps plans
to diversify into logging and timber trading business. :ith the approval of the shareholders, the Group had re-classied
its core business to include logging and timber business.
Malaysia being one of the world largest exporters of medium density breboards and furniture in Asia presents an
immense opportunity to the Group to further develop its logging and timber trading business.
CORPORATE GOVERNANCE
To ensure transparency, accountability and protection of shareholdersp interest, the %oard places great emphasis on
ensuring and maintaining the highest standards of corporate governance throughout the Group in accordance with the
/isting 5equirements of %ursa Malaysia 6ecurities %erhad.
CORPORATE DEVELOPMENTS
2n  2ctober , the Group has completed the acquisition of a freehold land held under individual title +6 '),
PT , Mukim of 'amansara, 'istrict of Petaling, 6tate of 6elangor together with a four ) storey shop ofce,
measuring approximately  square metres for a total cash consideration of 5M,,..
The Group had on  )ebruary  entered into a 6hare 6ale Agreement to acquire , ordinary shares of
5M. each in %illion 9ariety 6dn. %hd. Company 1o. -T) q%96%) representing  of the total issued and
paid up capital in %96% from the unrelated parties, 'atop 6ri /im Ah Chap and 'atop /im 6iew Mei for a total cash
consideration of 5M,..
The Company had on  )ebruary  resolved the issue to extend the existing E626 which is expiring on 
'ecember  for a further ve ) years period till  'ecember .

Low Cost Carrier Terminal

LRT Station

Shrimp Farm, Setiu

Annual Report 2014

CHAIRMANS STATEMENT (contd)


9
On 14 April 2014, the Group entered into a Share Sale Agreement to acquire 1,000,000 ordinary shares of RM1.00
each in Smooth Accomplishment Sdn. Bhd. (Company No. 1066265-P) (SASB) representing 100% of the total issued
and paid up capital in SASB from Dato Lim Siew Mei, Dato Kong Hon Kong and Kong Yew Foong for a total cash
consideration of RM1,000,000.00.
The Group also on 7 May 2014 registered and owned a 51% subsidiary company in Australia namely Fajarbaru-Beulah
(Melbourne) Pty Ltd (Australian Company No. 169430246) with a total share capital of AUD$100,000.00.
On 16 September 2014, the Group has completed the acquisition by FajarbaruBeulah (Melbourne) Pty Ltd, a 51%
indirect owned subsidiary of the Company, of all that piece of 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 9olume 08204 Folio 293, 08164 Folio 685
and 08179 Folio 168 respectively, Doncaster, 9ictoria 3108, Australia from Doncaster Regency Pty Ltd for a total cash
consideration of AUD$6,900,000.00 (exclusive of 10% Australia GST).
Apart from that, the Company also on 2 October 2014 listed and quoted its 109,628,288 new Ordinary Shares of
RM0.50 each and 109,628,288 Warrants on the Main Market of Bursa Malaysia Securities Berhad pursuant to the
Renounceable Rights Issue of up to 120,566,620 New Ordinary Shares of RM0.50 each in the Company, on the basis
of one (1) Rights Share for every two (2) existing shares held in the Company together with up to 120,566,620 free
detachable Warrants on the basis of one (1) Warrant for every one (1) Rights Share subscribed for.
DIVIDEND
The Board of Directors does not recommend any payment of dividend for the nancial year ended 30 -une 2014 so as
to enable the Group to retain its nancial resources for its businesses expansion.
APPRECIATION
On behalf of the Board, I wish to express my sincere gratitude and appreciation to the shareholders, investors,
business associates, clients, bankers and sub-contractors who have contributed signicantly to our success and
for the continuous support and condence in the Group. I am extremely grateful to the Government of Malaysia,
Securities Commission, Bursa Malaysia Securities Berhad and all the relevant authorities for their guidance, advice and
support. Moreover, my utmost gratitude also goes to all employees of FBG and its subsidiaries for their continuous
efforts, seless dedication and commitment to the growth and success of the Group. Finally, I would like to extend my
utmost appreciation to my fellow members of the Board for their wise counsel, guidance, expertise, commitment and
invaluable contributions.
MOVING FORWARD
FBG has always been committed to continue to grow and diversify its business in a sustainable manner in order to
create a good value for our shareholders.
Dato Sri Ir. Kuan Peng Ching @ Kuan Peng Soon
Executive Chairman

Annual Report 2014

CORPORATE STRUCTURE
10

FAJARBARU BUILDER SDN BHD (27198-T)


Building & Civil Construction
(100%)

FAJARBARU TRADING SDN BHD (282965-H)


Trading of Building Materials
(100%)

FAJARBARU PROPERTIES SDN BHD (851265-T)

FAJARBARU LAND SDN BHD (344800-A)


Property Development
(100%)

WAJATEX SDN BHD (379050-M)


Property Development
(100%)

(Formerly known as Temasek Perkasa Sdn Bhd)


FAJARBARU BUILDER GROUP BHD
(281645-U)

Investment Holding
(100%)

RENOWAJA SDN BHD (820729-W)


Property Development
(100%)

Investment Holding

POTENTIAL REGION SDN BHD (229098-H)


Property Development
(100%)

BILLION VARIETY SDN BHD (758147-T)


Logging & Trading of Timber
(51%)

FAJARBARU-BEULAH (MELBOURNE)
PTY LTD (169 430 246)
Property Development
(51%)

SMOOTH ACCOMPLISHMENT SDN BHD


(1066265-P)

Logging & Trading of Timber


(100%)

Annual Report 2014

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
PZHX\HSPLKLSLJ[YPJHSLUNPULLYNYHK\H[LKMYVT(KLSHPKL<UP]LYZP[`:V\[O(\Z[YHSPHHUKPZYLNPZ[LYLK^P[O[OL)VHYKVM
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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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7YPVY[VHWWVPU[TLU[PU-).+H[V0Y3V^^HZ[OL1VPU[4HUHNPUN+PYLJ[VYVM9VHK)\PSKLY4/VSKPUNZ)OK
+H[V0Y3V^PZUV[YLSH[LK[VHU`+PYLJ[VYZVYTHQVYZOHYLOVSKLYZVM[OL*VTWHU`/LKVLZUV[OH]LHU`JVUPJ[VM
PU[LYLZ[PUHU`I\ZPULZZHYYHUNLTLU[PU]VS]PUN[OL*VTWHU`VYP[ZZ\IZPKPHYPLZ/LOHZOHKUVJVU]PJ[PVUZMVYHU`
VMMLUJLZ^P[OPU[OLWHZ[`LHYZ

Annual Report 2014

BOARD OF DIRECTORS (contd)


12
Dato Ismail Bin Haji Omar
(Independent Non-Executive Director)
+H[V0ZTHPS)PU/HQP6THYHNLK4HSH`ZPHU^HZHWWVPU[LK[V[OL)VHYKVU5V]LTILY /LVI[HPULKH
)HJOLSVYVM,JVUVTPJZ/VUV\YZ+LNYLLMYVT[OL<UP]LYZP[`VM>LZ[LYU(\Z[YHSPH(\Z[YHSPHPU +H[V0ZTHPSZ[HY[LK
OPZJHYLLY^P[O[OL.V]LYUTLU[PU H[[OL4PUPZ[Y`VM*VTTLYJLHUK0UK\Z[Y`HZHU(ZZPZ[HU[*VU[YVSSLYPU[OL
,_WVY[*VTTVKP[PLZ+P]PZPVU:\IZLX\LU[S`PU OL^HZWYVTV[LK[V[OLWVZP[PVUVM+LW\[`*VU[YVSSLY/LQVPULK
[OL4PUPZ[Y`VM7YPTHY`0UK\Z[YPLZHZ7YPUJPWHS(ZZPZ[HU[:LJYL[HY`PU HUKPU OL^HZWYVTV[LK[V:LJYL[HY`
9\IILY +P]PZPVU 4PUPZ[Y` VM 7YPTHY` 0UK\Z[YPLZ 0U    OL ^HZ WYVTV[LK [V [OL +LW\[` :LJYL[HY` PU [OL *HIPUL[
+P]PZPVUVM[OL7YPTL4PUPZ[LYZ+LWHY[TLU[HUKZLY]LK[OLYLMVY[^V`LHYZ/L^HZTHKL[OL+PYLJ[VYVM(NYPJ\S[\YL
+P]PZPVUPU[OL,JVUVTPJZ7SHUUPUN<UP[PU[OL7YPTL4PUPZ[LYZ+LWHY[TLU[MVY[^VHUKHOHSM`LHYZMYVT [V
 0U1\S` OL^HZ[YHUZMLYYLK[V[OL4PUPZ[Y`VM,K\JH[PVUHZ:LJYL[HY`VM+L]LSVWTLU[HUK:\WWS`+P]PZPVU
HWVZ[^OPJOOLOLSKMVYLPNO[HUKHOHSM`LHYZ[PSS HUKHSZVZH[VU[OL)VHYKVM9\IILY9LZLHYJO0UZ[P[\[L
MVY[LU`LHYZMYVT [V /LOHKHSZVZLY]LKVU[OL4HSH`ZPHU9\IILY9LZLHYJO +L]LSVWTLU[)VHYK
4HSH`ZPHU9\IILY,_JOHUNLHUK3PJLUZPUN)VHYKHUK4HSH`ZPHU9\IILY+L]LSVWTLU[*VYWVYH[PVU
+H[V0ZTHPSPZUV[YLSH[LK[VHU`+PYLJ[VYZVYTHQVYZOHYLOVSKLYZVM[OL*VTWHU`/LKVLZUV[OH]LHU`JVUPJ[VM
PU[LYLZ[ PU HU` I\ZPULZZ HYYHUNLTLU[ PU]VS]PUN [OL *VTWHU` VY P[Z Z\IZPKPHYPLZ /L OHZ OHK UV JVU]PJ[PVUZ MVY HU`
VMMLUJLZ^P[OPU[OLWHZ[`LHYZ
Foong Kuan Ming
(Independent Non-Executive Director)
4Y-VVUN2\HU4PUNHNLK 4HSH`ZPHU^HZHWWVPU[LK[V[OL)VHYKVM+PYLJ[VYZVM-).VU5V]LTILY 4Y
-VVUNPZHU(K]VJH[LHUK:VSPJP[VYI`WYVMLZZPVU/LNYHK\H[LK^P[OH)(/VUZPU3H^PU MYVT[OL<UP]LYZP[`
VM*LU[YHS3HUJHZOPYL,UNSHUK"Z\IZLX\LU[S`WVZ[NYHK\H[LKMYVT;OL*V\UJPSVM3LNHS,K\JH[PVU3VUKVUHUK^HZ
JHSSLK[V<[[LY)HYYPZ[LYH[3H^VM3PUJVSUZ0UU3VUKVU/LSH[LYM\Y[OLYLKOPZSLNHSZ[\KPLZHUKVI[HPULKOPZ4HZ[LYZ
PU3H^H[<UP]LYZP[`VM4HSH`HPU4Y-VVUNPZHSZVHU(JJYLKP[LK4LKPH[VY^P[O[OL4HSH`ZPHU4LKPH[PVU*LU[YL
VM[OL)HY*V\UJPSVM4HSH`ZPH4Y-VVUN^HZJHSSLK[V[OL4HSH`ZPHU)HYPU HUKOHZILLUPUSLNHSWYHJ[PJLZPUJL
[OLU/LPZJ\YYLU[S`[OLMV\UKLYHUKZLUPVYWHY[ULYVM[OLSH^YT-VVUN *VHUKPZWYPUJPWHSS`LUNHNLKPUIHURPUN
JVYWVYH[LHUKWYVWLY[`SLNHSTH[[LYZ4Y-VUNPZHSZVHKPYLJ[VYVM*HYLWS\Z.YV\W)OK
4Y -VVUN PZ UV[ YLSH[LK [V HU` +PYLJ[VYZ VY THQVY ZOHYLOVSKLYZ VM [OL *VTWHU` /L KVLZ UV[ OH]L HU` JVUPJ[ VM
PU[LYLZ[ PU HU` I\ZPULZZ HYYHUNLTLU[ PU]VS]PUN [OL *VTWHU` VY P[Z Z\IZPKPHYPLZ /L OHZ OHK UV JVU]PJ[PVUZ MVY HU`
VMMLUJLZ^P[OPU[OLWHZ[`LHYZ
4Y-VVUNPZ[OL*OHPYTHUVM[OL(\KP[HUK5VTPUH[PVU*VTTP[[LLZHUKHTLTILYVM[OL9LT\ULYH[PVU*VTTP[[LL

Annual Report 2014

BOARD OF DIRECTORS (contd)


13
Wong Chee Heng
(Independent Non-Executive Director)
4Y>VUN*OLL/LUNHNLK4HSH`ZPHUPZH*OHY[LYLK4HUHNLTLU[(JJV\U[HU[HUKHTLTILYVM[OL4HSH`ZPHU
0UZ[P[\[L VM (JJV\U[HU[Z 40( /L ^HZ HWWVPU[LK [V [OL )VHYK VM +PYLJ[VYZ VM -). VU  1HU\HY`  /L Z[HY[LK
OPZ JHYLLY ^P[O (ZPH (\[VTVIPSL 0UK\Z[YPLZ :KU )OK [OL HZZLTISLY MVY 4HaKH HUK 7L\NLV[ ]LOPJSLZ PU    /L
SLM[PU [VQVPU2HKPU+\L[a:KU)OKHJVTWHU`[YHKPUNPUOLH]`LX\PWTLU[/LQVPULK4HJOPULY` 0UK\Z[YPHS
:\WWSPLZ:KU)OKPU HUK^HZZLJVUKLK[V/PYV[HRV(JV\Z[PJZ:KU)OKPU /LOHZTVYL[OHU`LHYZVM
L_WLYPLUJLPUHJJV\U[PUNJVYWVYH[LUHUJLHUKNLULYHSTHUHNLTLU[
4Y >VUN PZ UV[ YLSH[LK [V HU` +PYLJ[VYZ VY THQVY ZOHYLOVSKLYZ VM [OL *VTWHU` /L KVLZ UV[ OH]L HU` JVUPJ[ VM
PU[LYLZ[ PU HU` I\ZPULZZ HYYHUNLTLU[ PU]VS]PUN [OL *VTWHU` VY P[Z Z\IZPKPHYPLZ /L OHZ OHK UV JVU]PJ[PVUZ MVY HU`
VMMLUJLZ^P[OPU[OLWHZ[`LHYZ
4Y>VUNPZHTLTILYVM[OL(\KP[5VTPUH[PVUHUK9LT\ULYH[PVU*VTTP[[LLZ
Zahedi Bin Mohd Zain
(Independent Non-Executive Director)
,U AHOLKP )PU 4VOK AHPU HNLK   4HSH`ZPHU ^HZ HWWVPU[LK [V [OL )VHYK VM -). VU  5V]LTILY  /L
NYHK\H[LKMYVT)YPNO[VU7VS`[LJOUPJ<UP[LK2PUNKVT^P[O):J/VUZ(WWSPLK:JPLUJL,UAHOLKP^HZHWYVK\J[PVU
LUNPULLYPU7L[YVSPHT5HZPVUHS)LYOHK7L[YVUHZMYVT [V /LSLM[7L[YVUHZPU HUK^HZHWWVPU[LKHZ
HU,_LJ\[P]L+PYLJ[VYVM7LY\ZHOHHU+HWH[:KU)OKUV^RUV^UHZ(\[VSP]/PYV[HRV:HML[`:KU)OKMYVT [V
/L^HZHWWVPU[LKHZH+PYLJ[VYPU/PYV[HRV/VSKPUNZ)OKPU HUKYLZPNULKPU1HU\HY`,UAHOLKPPZ
HSZVHKPYLJ[VYVM-P[[LYZ+P]LYZPLK)LYOHK
,UAHOLKPPZUV[YLSH[LK[VHU`+PYLJ[VYZVYTHQVYZOHYLOVSKLYZVM[OL*VTWHU`/LKVLZUV[OH]LHU`JVUPJ[VM
PU[LYLZ[ PU HU` I\ZPULZZ HYYHUNLTLU[ PU]VS]PUN [OL *VTWHU` VY P[Z Z\IZPKPHYPLZ /L OHZ OHK UV JVU]PJ[PVUZ MVY HU`
VMMLUJLZ^P[OPU[OLWHZ[`LHYZ
,UAHOLKPPZHTLTILYVM[OL(\KP[5VTPUH[PVUHUK9LT\ULYH[PVU*VTTP[[LLZ

Annual Report 2014

BOARD OF DIRECTORS (contd)


14
CONVICTIONS FOR OFFENCES OF DIRECTORS
5VULVM[OL+PYLJ[VYZOH]LILLUJVU]PJ[LKMVYHU`VMMLUJLZ^P[OPU[OLWHZ[[LU`LHYZV[OLY[OHU[YHMJVMMLUJLZ
PMHU`
DETAILS OF ATTENDANCE OF DIRECTORS AT BOARD MEETINGS
;OLYL^LYL:L]LU)VHYK4LL[PUNZOLSKK\YPUN[OLUHUJPHS`LHYLUKLK1\UL+L[HPSZVMH[[LUKHUJLVM
+PYLJ[VYZH[)VHYK4LL[PUNZHYLHZMVSSV^Z!
NAME

STATUS OF DIRECTORSHIP

ATTENDANCE OF MEETINGS

,_LJ\[P]L*OHPYTHU



+H[V:YP0Y2\HU7LUN*OPUN'
Kuan Peng Soon
6VP3LUN*OVVP
+H[V0Y3V^2LUN2VR

,_LJ\[P]L+PYLJ[VY
5VU0UKLWLUKLU[5VU,_LJ\[P]L+PYLJ[VY




+H[V0ZTHPS)PU/HQP6THY

0UKLWLUKLU[5VU,_LJ\[P]L+PYLJ[VY



-VVUN2\HU4PUN

0UKLWLUKLU[5VU,_LJ\[P]L+PYLJ[VY



>VUN*OLL/LUN

0UKLWLUKLU[5VU,_LJ\[P]L+PYLJ[VY



AHOLKP)PU4VOKAHPU

0UKLWLUKLU[5VU,_LJ\[P]L+PYLJ[VY



DATE, TIME AND VENUE OF BOARD MEETINGS


(SS )VHYK 4LL[PUNZ MVY [OL UHUJPHS `LHY LUKLK  1\UL  ^LYL OLSK PU -). *VUMLYLUJL 9VVT    1HSHU
::2LSHUH1H`H7L[HSPUN1H`H:LSHUNVY
;OLKH[LHUK[PTLVM[OL)VHYK4LL[PUNZ^LYLHZMVSSV^Z!
DATE

TIME

 (\N\Z[;O\YZKH`

HT

6J[VILY;O\YZKH`

HT

5V]LTILY>LKULZKH`

WT

-LIY\HY`-YPKH`

HT

-LIY\HY`>LKULZKH`

WT

(WYPS;\LZKH`

HT

4H`;O\YZKH`

HT

Annual Report 2014

SENIOR MANAGEMENT TEAM


15
Dato Sri Ir. Kuan Peng Ching
@ Kuan Peng Soon
(Executive Chairman)

Ng Kok Wai
(Operation Manager Logging
& Trading of Timber)

Lai Kam Chuan


Teo Sock Cheng
,_LJ\[P]L+PYLJ[VYJ\T*OPLM6WLYH[PUN6MJLY (Senior Purchasing Manager)

Khoo Nee Beng


(Project Manager)
Nivaraj A/L Letchmanan
(Project Manager)
Tiong Choong Han
(Project Manager)

Ooi Leng Chooi


(Executive Director)

Choo Kai Keong


(Senior Project Manager)

Toh Teong Hock


(Senior GM - Construction & Engineering)

Edison Tang Poh Seng


(Senior Project Manager)

Wong Wee Keong


(Senior GM Contract)

Khor Mee Khiang


(Senior Project Manager)

Ir. Kong Kam Loong


(Manager Construction
& Engineering)

Yau Tuck Wai


(GM - Property)

Stanley Hoh Yow Sing


(Senior Project Manager)

CK Chan
(Manager HR/Administrator)

Charles Tan Ting Lih


(Financial Controller)

Hoon Wai Loh


(Project Manager)

Teo Sock Cheng


,_LJ\[P]L+PYLJ[VYJ\T*OPLM6WLYH[PUN6MJLY
4Y ;LV :VJR *OLUN OHZ ILLU ^P[O [OL JVTWHU` ZPUJL
5V]LTILY  HUK Z\IZLX\LU[S` ^HZ HWWVPU[LK HZ HU
,_LJ\[P]L+PYLJ[VYVM-HQHYIHY\)\PSKLY:KU)OKHJVYL
Z\IZPKPHY` VM [OL .YV\W VU Z[ +LJLTILY  /L
NYHK\H[LK ^P[O HU 4)( MYVT <UP]LYZP[` VM :[YH[OJS`KL
<2 HUK H +LNYLL PU )\ZPULZZ (KTPUPZ[YH[PVU MYVT
<UP]LYZP[`VM6[[H^H<:/LPZHSZVHKPWSVTHOVSKLYPU
*P]PS ,UNPULLYPUN HUK OHZ L_[LUZP]L L_WLYPLUJL PU PUMYH
I\PSKPUNHUKJP]PSLUNPULLYPUN^VYRZ

Ir. Lim Kim Teng


(M & E Manager)

Yau Tuck Wai (GM - Property)


4Y @H\ ;\JR >HP OHZ ILLU ^P[O [OL JVTWHU` ZPUJL
4HYJO/LPZHNYHK\H[LMYVT*OHY[LYLK0UZ[P[\[LVM
4HYRL[PUN<2/LOHZTVYL[OHU`LHYZVML_WLYPLUJL
in property industry.
Charles Tan Ting Lih (Financial Controller)

4Y *OHYSLZ ;HU OHZ ILLU ^P[O [OL JVTWHU` ZPUJL 1\UL
/LPZH*OHY[LYLK(JJV\U[HU[HUKHTLTILYVM[OL
4HSH`ZPHU 0UZ[P[\[L 6M (JJV\U[HU[Z 40( /L OHZ TVYL
[OHU  `LHYZ VM L_WLYPLUJL PU HJJV\U[PUN JVYWVYH[L
Toh Teong Hock (Senior GM - Construction & Engineering) UHUJLHUKNLULYHSTHUHNLTLU[
4Y ;VO ;LVUN /VJR OHZ ILLU ^P[O [OL JVTWHU` ZPUJL
(WYPS/LNYHK\H[LKMYVT;OL5H[PVUHS<UP]LYZP[`VM
:PUNHWVYL^P[OH+LNYLLPU)HJOLSVYVM,UNPULLYPUN*P]PS
/LOHZTVYL[OHU`LHYZVML_WLYPLUJLPUJP]PSLUNPULLYPUN
JVUZ[Y\J[PVU SPRL KHT IYPKNL ZL^HNL [YLH[TLU[ WSHU[
YVHKYHPS^H`OV\ZPUNHUKPUMYHZ[Y\J[\YHSWYVQLJ[Z

Ng Kok Wai
(Operation Manager Logging & Trading of Timber)

4Y 5N 2VR >HP QVPULK [OL *VTWHU` PU 4H`  4Y
5N OHZ V]LY  `LHYZ VM JVYWVYH[L L_WLYPLUJL PU 7\ISPJ
9LSH[PVUZ0ZZ\LZ4HUHNLTLU[HUK4HYRL[PUN/LZ[HY[LK
HZ H QV\YUHSPZ[ MVY 5HU`HUN :PHUN 7H\ PU [OL  Z MVY
Wong Wee Keong (Senior GM - Contract)
`LHYZILMVYLOLHKPUN4LKPHHUK4HYRL[PUNVM.LU[PUN
4HSH`ZPH )LYOHK MVYTLYS` 9LZVY[Z >VYSK )OK MVY 
4Y>VUN>LL2LVUNOHZILLU^P[O[OLJVTWHU`ZPUJL years. He was appointed Press Secretary to the Minister
+LJLTILY/LOVSKZ[OL4HZ[LYPU8\HU[P[`:\Y]L`VY VM;YHUZWVY[IL[^LLU 
MYVT/LYPV[>H[[<UP]LYZP[`/LOHZTVYL[OHU`LHYZVM
L_WLYPLUJLPU[OLJVUZ[Y\J[PVUPUK\Z[Y`

Annual Report 2014

SENIOR MANAGEMENT TEAM (contd)


16
Lai Kam Chuan (Senior Purchasing Manager)

Nivaraj A/L Letchmanan (Project Manager)

4Y 3HP 2HT *O\HU OHZ ILLU ^P[O [OL JVTWHU` ZPUJL
1\S`  /L OHZ NYHK\H[LK ^P[O H KLNYLL VM )HJOLSVY
VM )\ZPULZZ (KTPUPZ[YH[PVU MYVT 5H[PVUHS *OLUNJOP
<UP]LYZP[`;HPWLP;HP^HU/LOHZTVYL[OHU`LHYZVM
L_WLYPLUJLPU[OLJVUZ[Y\J[PVUPUK\Z[Y`

4Y5P]HYHQOHZILLU^P[O[OLJVTWHU`ZPUJL1\UL
/LNYHK\H[LKMYVT[OL<UP]LYZP[`VM;LJOUVSVN`4HSH`ZPH
^P[O H +LNYLL VM )HJOLSVY VM ,UNPULLYPUN *P]PS /L OHZ
TVYL [OHU  `LHYZ VM L_WLYPLUJL PU [OL JVUZ[Y\J[PVU
industry.

Choo Kai Keong (Senior Project Manager)

Tiong Choong Han (Project Manager)

4Y*OVV2HP2LVUNOHZILLU^P[O[OLJVTWHU`ZPUJL(WYPS
 /L OHZ JVTWSL[LK 0U[LYUH[PVUHS *VYYLZWVUKLUJL
*P]PS,UNPULLYPUNJV\YZL:PUNHWVYLPU /LOHZTVYL
[OHU`LHYZVML_WLYPLUJLPU[OLJVUZ[Y\J[PVUPUK\Z[Y`

4Y;PVUN*OVVUN/HUOHZILLU^P[O[OLJVTWHU`ZPUJL
(WYPS/LOVSKZH+LNYLLVM)HJOLSVYVM:JPLUJLPU
*P]PS,UNPULLYPUNMYVT<UP]LYZP[`VM:HSMVYK/LOHZTVYL
[OHU`LHYZVML_WLYPLUJLPU[OLJVUZ[Y\J[PVUPUK\Z[Y`

Edison Tang Poh Seng (Senior Project Manager)

Ir. Lim Kim Teng (M & E Manager)

4Y ,KPZVU ;HUN 7VO :LUN OHZ ILLU ^P[O [OL JVTWHU`
ZPUJL 1\S`  /L NYHK\H[LK MYVT -LKLYHS 0UZ[P[\[L
;LJOUVSVN` ^P[O H +PWSVTH PU )\PSKPUN ,UNPULLYPUN
/L OHZ TVYL [OHU  `LHYZ VM L_WLYPLUJL PU /PNO 9PZL
*VTTLYJPHS VM 9LZPKLU[PHS )\PSKPUNZ HUK PUMYHZ[Y\J[\YHS
WYVQLJ[Z

0Y 3PT 2PT ;LUN OHZ ILLU ^P[O [OL JVTWHU` ZPUJL
+LJLTILY   /L NYHK\H[LK MYVT [OL 0V^H :[H[L
<UP]LYZP[` ^P[O H +LNYLL VM )HJOLSVY VM :JPLUJL
4LJOHUPJHS,UNPULLYPUN/LPZH7YVMLZZPVUHS,UNPULLY
4LJOHUPJHS YLNPZ[LYLK ^P[O [OL 0UZ[P[\[L VM ,UNPULLYZ
4HSH`ZPH0,4HUKH9LNPZ[LYLK.YHK\H[L,UNPULLY^P[O
[OL)VHYKVM,UNPULLYZ),4/LOHZTVYL[OHU`LHYZ
VML_WLYPLUJLPU[OLJVUZ[Y\J[PVUPUK\Z[Y`

Khor Mee Khiang (Senior Project Manager)


4Y 2OVY 4LL 2OPHUN OHZ ILLU ^P[O [OL JVTWHU` ZPUJL
 /L NYHK\H[LK MYVT 4HZZL` <UP]LYZP[` VM 5L^
ALHSHUK ^P[O H +LNYLL PU )HJOLSVY VM :JPLUJL PU *P]PS
,UNPULLYPUN/LOHZTVYL[OHU`LHYZVML_WLYPLUJLPU
the construction industry.

Ir. Kong Kam Loong


(Manager Construction & Engineering)

4Y :[HUSL` /VO @V^ :PUN OHZ ILLU ^P[O [OL JVTWHU`
ZPUJL4H`/LNYHK\H[LK^P[OH+LNYLLPU*P]PSHUK
:[Y\J[\YHS /L OHZ TVYL [OHU  `LHYZ VM L_WLYPLUJL PU
[OL /PNO 9PZL *VTTLYJPHS  9LZPKLU[PHS )\PSKPUNZ HUK
7YVWLY[PLZ+L]LSVWTLU[

0Y 2VUN 2HT 3VVUN OHZ ILLU ^P[O [OL JVTWHU` ZPUJL
1\S`  /L NYHK\H[LK MYVT [OL <UP]LYZP[P ;LJOUVSVNP
4HSH`ZPH ^P[O H +LNYLL VM )HJOLSVY VM ,UNPULLYPUN
*P]PS /L PZ H 7YVMLZZPVUHS ,UNPULLY YLNPZ[LYLK ^P[O
[OL 0UZ[P[\[L VM ,UNPULLYZ 4HSH`ZPH 0,4 H 9LNPZ[LYLK
7YVMLZZPVUHS,UNPULLY^P[O[OL)VHYKVM,UNPULLYZ),4
HUK H WYVMLZZPVUHS TLTILY VM 4HSH`ZPH .YLLU )\PSKPUN
*VUMLKLYH[PVU 4.)* /L OHZ TVYL [OHU  `LHYZ VM
L_WLYPLUJLPU[OLJVUZ[Y\J[PVUPUK\Z[Y`PU]VS]PUNPUKLZPNU
and construction planning.

Hoon Wai Loh (Project Manager)

CK Chan (Manager-HR/Administrator)

4Y /VVU >HP 3VO OHZ ILLU ^P[O [OL JVTWHU` ZPUJL
(WYPS  /L NYHK\H[LK MYVT [OL <UP]LYZP[P ;LJOUVSVNP
4HSH`ZPH ^P[O H +LNYLL VM )HJOLSVY VM ,UNPULLYPUN
*P]PS /L OHZ TVYL [OHU  `LHYZ VM L_WLYPLUJL PU [OL
construction industry.

4Z *2 *OHU OHZ ILLU ^P[O [OL *VTWHU` ZPUJL 4HYJO
:OLNYHK\H[LK^P[OHU4)(MYVT=PJ[VYPH<UP]LYZP[`
:OL OHZ TVYL [OHU  `LHYZ VM L_WLYPLUJL PU NLULYHS
THUHNLTLU[

Stanley Hoh Yow Sing (Senior Project Manager)

Khoo Nee Beng (Project Manager)


4Y2OVV5LL)LUNOHZILLU^P[O[OLJVTWHU`ZPUJL4H`
 /L OVSKZ H +LNYLL VM )HJOLSVY VM :JPLUJL PU *P]PS
,UNPULLYPUNMYVT<UP]LYZP[`VM:V\[O^LZ[LYU3V\PZPHUH/L
OHZTVYL[OHU `LHYZVML_WLYPLUJLPU[OLJVUZ[Y\J[PVU
industry.

Annual Report 2014

ADDITIONAL COMPLIANCE INFORMATION


17
1.

Utilisation of Proceeds from the issue of the Employees Share Option Scheme
(a)

Employees Share Option Scheme


Utilisation

Amount (RM)







>VYRPUN*HWP[HS 
,_WLUZLZMVY[OL0ZZ\L

;V[HS7YVJLLKZMYVT[OL0ZZ\L!

2.


Share Buy-back
+\YPUN[OLUHUJPHS`LHYLUKLK1\UL[OL*VTWHU`IV\NO[IHJRH[V[HSVMZOHYLZH[HJVZ[VM
94  (ZH[1\ULH[V[HSVMZOHYLZH[HJVZ[VM94 OH]LILLUYL[HPULKHZ
[YLHZ\Y`ZOHYLZPU[OL*VTWHU`

Month




Number of
Shares
Purchased
000

















Lowest
Price
RM

Highest
Price
RM

Average
Price
RM

Total Paid
RM (000)

6J[











4H`



 

 

 



Total

5.1

3.30

Options, warrants or convertible securities exercised


([ [OL ,_[YHVYKPUHY` .LULYHS 4LL[PUN OLSK VU  6J[VILY   [OL *VTWHU`Z ZOHYLOVSKLYZ HWWYV]LK VM HU
,TWSV`LLZ:OHYL6W[PVU:JOLTL,:6:VM\W[VM[LLUWLYJLU[ VM[OLPZZ\LKHUKWHPK\WJHWP[HS
VM[OL*VTWHU`[VLSPNPISL+PYLJ[VYZHUKLTWSV`LLZVM[OL.YV\W;OL,:6:^OPJOPZL_WPYPUNVU+LJLTILY
OHZILLUL_[LUKLK[PSS+LJLTILY 
i)

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

Annual Report 2014

ADDITIONAL COMPLIANCE INFORMATION (contd)


18
(ii)

Percentage of options applicable to Directors and Senior Management under the Employees Share Option
Scheme:






+\YPUN[OLUHUJPHS`LHY
:PUJLJVTTLUJLTLU[
Directors and Senior Management
ended 30 June 2014
up to 30 June 2014






H(NNYLNH[LTH_PT\THSSVJH[PVU

I(J[\HSNYHU[LK[OL,:6:NYHU[LKV]LY
[OLPZZ\LKHUKWHPK\WVYKPUHY`ZOHYL
JHWP[HSVM[OL*VTWHU`L_JS\KPUN
treasury shares))

PPP

:L[ILSV^PZHIYLHRKV^UVM[OLVW[PVUZVMMLYLK[VHUKL_LYJPZLKI`VYZOHYLZNYHU[LK[VHUK]LZ[LKPUPM
HU`UVUL_LJ\[P]LKPYLJ[VYZW\YZ\HU[[VHU,TWSV`LLZ:OHYL6W[PVU:JOLTLPUYLZWLJ[VM[OLUHUJPHS
`LHYLUKLK1\ULHZMVSSV^Z!




Name of Director

  



Amount of Options offered







  


Amount of Options exercised

+H[V0Y3V^2LUN2VR
+H[V0ZTHPS)PU/HQP6THY
-VVUN2\HU4PUN
>VUN*OLL/LUN
AHOLKP)PU4VOKAHPU













Total

;OL*VTWHU`OHZUV[PZZ\LK^HYYHU[ZVYJVU]LY[PISLZLJ\YP[PLZK\YPUN[OLUHUJPHS`LHYLUKLK1\UL
V[OLY[OHU[OLL_LYJPZLVM^HYYHU[ZI`[OLZOHYLOVSKLYZVM\W[V ^HYYHU[ZHUKL_LYJPZLVM,TWSV`LLZ
:OHYL6W[PVU:JOLTLVM\W[VVW[PVUZ(ZH[1\ULH[V[HSVM UL^VYKPUHY`ZOHYLZ
VM94OH]LILLUPZZ\LKHUKNYHU[LKSPZ[PUNHUKX\V[H[PVU^P[O)\YZH4HSH`ZPH:LJ\YP[PLZ)OK



Depository Receipts Programme


+\YPUN[OLUHUJPHS`LHYLUKLK1\UL[OL*VTWHU`OHZUV[ZWVUZVYLKHU`KLWVZP[VY`YLJLPW[WYVNYHTTL




Sanctions and / or Penalties imposed


;OLYL^LYLUVZHUJ[PVUZVYWLUHS[PLZPTWVZLKVU[OL*VTWHU`HUKP[ZZ\IZPKPHYPLZKPYLJ[VYZVYTHUHNLTLU[I`
[OLYLSL]HU[YLN\SH[VY`IVKPLZK\YPUN[OLUHUJPHS`LHYLUKLK1\UL

6.


Non-audit fees payable to external auditors


;OLYL^LYL94!94MLLZWH`HISL[VL_[LYUHSH\KP[VYZMVYUVUH\KP[ZLY]PJLZK\YPUN[OLUHUJPHS
`LHYLUKLK1\UL

7.


Variation in results
;OLYL ^LYL UV ]HYPHUJLZ VM   VY TVYL IL[^LLU [OL YLZ\S[Z MVY [OL UHUJPHS `LHY HUK [OL \UH\KP[LK YLZ\S[Z
WYL]PV\ZS`HUUV\UJLK

Annual Report 2014

ADDITIONAL COMPLIANCE INFORMATION (contd)


19



7YV[.\HYHU[LL
*SHPT I` -HQHYIHY\ )\PSKLY .YV\W )OK -). HNHPUZ[ *HZOYLW /VSKPUNZ :KU )OK *HZOYLW HUK *P[H 1H[P
:KU)OK*P[H1H[P

-).ZJSHPTPZIHZLKVU7YV[.\HYHU[LL(NYLLTLU[HUKH:\WWSLTLU[HS7YV[.\HYHU[LL(NYLLTLU[IV[O
L_LJ\[LKI`*HZOYLWHUK*P[H1H[PPUMH]V\YVM-).

6U5V]LTILYHUK(WYPS[OL*VTWHU`OHZVI[HPULK>PUKPUN<W6YKLYZMYVT[OL*V\Y[
HNHPUZ[ *P[H 1H[P HUK *HZOYLW YLZWLJ[P]LS` ;OL 6MJPHS 9LJLP]LY MYVT [OL 1HIH[HU 0UZVS]LUZP >PSH`HO
7LYZLR\[\HU^HZHWWVPU[LKHZSPX\PKH[VYMVYIV[OJVTWHUPLZ

9.


Recurrent related party transactions


;OLYL^LYLUVYLJ\YYLU[YLSH[LKWHY[`[YHUZHJ[PVUZK\YPUN[OLUHUJPHS`LHYLUKLK1\UL

10.


Material Contracts involving directors and substantial shareholders


;OLYL^LYLUVTH[LYPHSJVU[YHJ[ZPU]VS]PUNKPYLJ[VYZHUKZ\IZ[HU[PHSZOHYLOVSKLYZK\YPUN[OLUHUJPHS`LHYLUKLK
1\UL

11.


Revaluation Policy
;OL.YV\WKPKUV[HKVW[HWVSPJ`VUYLN\SHYYL]HS\H[PVUVMP[ZSHUKLKWYVWLY[PLZ

Annual Report 2014

STATEMENT ON CORPORATE GOVERNANCE


20
;OL)VHYKVM+PYLJ[VYZ[OL)VHYKVM-HQHYIHY\)\PSKLY.YV\W)OKPZJVTTP[[LK[VHWWS`[OLWYPUJPWSLZHUKILZ[
WYHJ[PJLZ YLJVTTLUKLK I` [OL 4HSH`ZPHU *VKL VU *VYWVYH[L .V]LYUHUJL *VKL HUK [V LUZ\YL [OH[ [OL OPNOLZ[
Z[HUKHYKZ VM JVYWVYH[L NV]LYUHUJL HYL WYHJ[PJLK [OYV\NOV\[ [OL .YV\W HZ H M\UKHTLU[HS WHY[ VM KPZJOHYNPUN P[Z
YLZWVUZPIPSP[PLZ[VWYV[LJ[HUKLUOHUJLZOHYLOVSKLYZ]HS\LHUK[OLSVUN[LYTUHUJPHSWLYMVYTHUJLVM[OL.YV\W
;OL)VHYKPZWSLHZLK[VWYLZLU[ILSV^[OLTHUULYPU^OPJO[OL.YV\WOHZHWWSPLK[OLWYPUJPWSLZVM[OL*VKLHUK[OL
L_[LU[VMJVTWSPHUJL^P[O[OLILZ[WYHJ[PJLZVM[OL*VKL[OYV\NOV\[[OLUHUJPHS`LHYLUKLK1\UL!
BOARD OF DIRECTORS
Board Charter
;OL )VHYK *OHY[LY HJ[ HZ H ZV\YJL VM YLMLYLUJL HUK WYPTHY` PUK\J[PVU SP[LYH[\YL PU WYV]PKPUN PUZPNO[Z [V [OL )VHYK
TLTILYZHUKZLUPVYTHUHNLTLU[
;OLKL[HPSZVM[OL)VHYK*OHY[LYHYLH]HPSHISLMVYYLMLYLUJLH[^^^MIJVTT`
Composition and Balance
;OL)VHYKVM-HQHYIHY\)\PSKLY.YV\W)OKJ\YYLU[S`OHZZL]LUTLTILYZJVTWYPZPUNVMHU,_LJ\[P]L*OHPYTHUHU
,_LJ\[P]L+PYLJ[VYH5VU0UKLWLUKLU[5VU,_LJ\[P]L+PYLJ[VYHUKMV\Y0UKLWLUKLU[5VU,_LJ\[P]L+PYLJ[VYZ;OL
*VTWHU`PZPUJVTWSPHUJL^P[O[OL4HPU4HYRL[3PZ[PUN9LX\PYLTLU[ZVM)\YZH:LJ\YP[PLZ4HSH`ZPH)LYOHK)\YZH
:LJ\YP[PLZ^OPJOYLX\PYLKH[SLHZ[[^VKPYLJ[VYZVYVUL[OPYKVM[OL[V[HSU\TILYVM+PYLJ[VYZ^OPJOL]LYPZOPNOLY[V
IL0UKLWLUKLU[+PYLJ[VYZ
;OL)VHYKPZTPUKM\S[OH[[OL*OHPYTHUOVSKZHUL_LJ\[P]LWVZP[PVUHUKPZUV[HUPUKLWLUKLU[KPYLJ[VY;OL)VHYKOHZ
KLSPILYH[LKHUKJVUJ\YYLK[OH[[OL*OHPYTHUZOV\SKJVU[PU\L[VOVSKHUL_LJ\[P]LWVZP[PVUPU[OL*VTWHU`K\L[VOPZ
PTTLUZLJVU[YPI\[PVUL_WLY[PZLHUKSLHKLYZOPWPUKYP]PUNI\ZPULZZNYV^[OVM[OL.YV\W
;OL WYLZLUJL VM PUKLWLUKLU[ UVUL_LJ\[P]L KPYLJ[VYZ M\SSSZ H WP]V[HS YVSL PU JVYWVYH[L HJJV\U[HIPSP[` (S[OV\NO HSS
[OL+PYLJ[VYZOH]LHULX\HSS`YLZWVUZPIPSP[`MVY[OL.YV\WZVWLYH[PVUZ[OLYVSLVM[OLZLPUKLWLUKLU[UVUL_LJ\[P]L
KPYLJ[VYZ PZ WHY[PJ\SHYS` PTWVY[HU[ HZ [OL` WYV]PKL \UIPHZLK HUK PUKLWLUKLU[ ]PL^ HK]PJL HUK Q\KNLTLU[ [V [HRL
HJJV\U[ VM [OL PU[LYLZ[Z UV[ VUS` VM [OL .YV\W I\[ HSZV VM ZOHYLOVSKLYZ LTWSV`LLZ J\Z[VTLYZ Z\WWSPLYZ HUK [OL
THU`JVTT\UP[PLZPU^OPJO[OL.YV\WJVUK\J[ZI\ZPULZZ
Board Responsibilities
;OL )VHYK YL[HPUZ M\SS HUK LMMLJ[P]L JVU[YVS VM [OL *VTWHU` ;OPZ PUJS\KLZ YLZWVUZPIPSP[` MVY [OL *VTWHU`Z V]LYHSS
Z[YH[LNPJ KPYLJ[PVU HZ ^LSS HZ KL]LSVWTLU[ HUK JVU[YVS VM [OL .YV\W 2L` TH[[LYZ Z\JO HZ HWWYV]HS VM HUU\HS HUK
X\HY[LYS`YLZ\S[ZHJX\PZP[PVUZHUKKPZWVZHSZTH[LYPHSHNYLLTLU[ZTHQVYJHWP[HSL_WLUKP[\YLZI\KNL[ZHUKSVUN[LYT
WSHUZ^V\SKYLX\PYL)VHYKHWWYV]HS
;OL ,_LJ\[P]L *OHPYTHU PZ WYPTHYPS` YLZWVUZPISL MVY [OL .YV\WZ V]LYHSS I\ZPULZZ WSHU HUK KPYLJ[PVU ^OLYLHZ [OL
,_LJ\[P]L+PYLJ[VYPZYLZWVUZPISLMVY[OLKH`[VKH`I\ZPULZZVWLYH[PVUZTHUHNLTLU[KLJPZPVUZHUKPTWSLTLU[H[PVUVM
WVSPJPLZ;OL5VU,_LJ\[P]L+PYLJ[VYZZOHYL[OLPYL_WLYPLUJLHUKL_WLY[PZLHUKNP]LPUKLWLUKLU[PUW\[[VTHQVYKLJPZPVUZ
PUJS\KPUNMVYT\SH[PVUVMWVSPJPLZHUKZ[YH[LNPLZ[OL`HJ[PUKLWLUKLU[S`HUKVIQLJ[P]LS`PUJHYY`PUN[OLPYK\[PLZ
;OL)VHYKTL[ZL]LU[PTLZK\YPUN[OLUHUJPHS`LHYLUKLK1\UL

Annual Report 2014

STATEMENT ON CORPORATE GOVERNANCE (contd)


21
Board Committees
;OL )VHYK OHZ KLSLNH[LK JLY[HPU M\UJ[PVUZ [V [OL *VTTP[[LLZ P[Z LZ[HISPZOLK [V HZZPZ[ PU [OL L_LJ\[PVU VM P[Z
YLZWVUZPIPSP[PLZ;OL)VHYK*VTTP[[LLZHYLLU[Y\Z[LK^P[OZWLJPJYLZWVUZPIPSP[PLZ[VV]LYZLL[OL*VTWHU`ZHMMHPYZ
;OLYLSL]HU[)VHYK*VTTP[[LLZLZ[HISPZOLKHYLHZMVSSV^Z!
P
PP
PPP
P]

(\KP[*VTTP[[LL
5VTPUH[PVU*VTTP[[LL
9LT\ULYH[PVU*VTTP[[LL
9PZR4HUHNLTLU[*VTTP[[LL

;OLK\[PLZHUKYLZWVUZPIPSP[PLZVM[OL5VTPUH[PVUHUK9LT\ULYH[PVU*VTTP[[LLZHYL[VHZZPZ[[OL)VHYKPUYL]PL^PUN
HUKYLJVTTLUKPUN[OLHWWVPU[TLU[VMJHSPILYJHUKPKH[LPYYLZWLJ[P]LVMNLUKLYHUKL]HS\H[PVUVM[OLWLYMVYTHUJLVM
[OL+PYLJ[VYZ;OL`HSZVHZZLZZ[OLHWWYVWYPH[LYLT\ULYH[PVUWVSPJPLZHWWSPJHISL[V+PYLJ[VYZ*OPLM,_LJ\[P]L6MJLY
4HUHNPUN+PYLJ[VYHUKZLUPVYTHUHNLTLU[
;OLHJ[P]P[PLZVM[OL5VTPUH[PVUHUK9LT\ULYH[PVU*VTTP[[LLZMVY[OLUHUJPHS`LHYHYLPUJS\KLKPU[OLMVSSV^PUN!
(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
;OLYLZWVUZPIPSP[PLZHUKHJ[P]P[PLZVM9PZR4HUHNLTLU[*VTTP[[LLKPZJSVZLKVUWHNLVM[OPZ(UU\HS9LWVY[
(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
Z\MJPLU[[PTL[VLUHISL[OL+PYLJ[VYZ[VVI[HPUM\Y[OLYL_WSHUH[PVUZ^OLUULJLZZHY`PUVYKLY[VILWYVWLYS`IYPLMLK
ILMVYL[OLTLL[PUN
+PYLJ[VYZOH]LHJJLZZ[V[OLHK]PJLZHUKZLY]PJLZVM[OL.YV\WZ*VTWHU`:LJYL[HY`^OVPZYLZWVUZPISLMVYLUZ\YPUN
[OH[)VHYKWYVJLK\YLZHYLMVSSV^LK
Appointments of the Board
;OL 5VTPUH[PVU *VTTP[[LL OHZ [OL YLZWVUZPIPSP[` MVY HZZLZZPUN HUK JVUZPKLYPUN [OL YLHWWVPU[TLU[ VM [OL L_PZ[PUN
+PYLJ[VYZ"HUKMVYPKLU[PM`PUNHUKZLSLJ[PUNWV[LU[PHSUL^+PYLJ[VYZ[V[OL)VHYK;OL5VTPUH[PVU*VTTP[[LLJVUZPKLYZ
[OLL_WLYPLUJLZRPSSZHUKX\HSP[PLZVM[OLUL^HUKL_PZ[PUN+PYLJ[VYZ[VLUZ\YLHNVVKIHSHUJLVMZRPSSZHTVUNZ[[OL
+PYLJ[VYZZVHZ[VJVU[PU\L[VLUOHUJL[OLLMMLJ[P]LULZZVM[OL)VHYK

Annual Report 2014

STATEMENT ON CORPORATE GOVERNANCE (contd)


22
Re-election of the Directors
0U HJJVYKHUJL ^P[O [OL *VTWHU`Z (Y[PJSLZ VM (ZZVJPH[PVU VUL[OPYK  VM [OL +PYLJ[VYZ PUJS\KPUN H 4HUHNPUN
+PYLJ[VYMVY[OL[PTLILPUNVYPM[OLPYU\TILYPZUV[HT\S[PWSLVM[OYLL[OLU[OLU\TILYULHYLZ[[VVUL[OPYKZOHSS
YL[PYLMYVTVMJLHUKZOHSSILLSPNPISLMVYYLLSLJ[PVU(SSKPYLJ[VYZPUJS\KPUNH4HUHNPUN+PYLJ[VYZOHSSYL[PYLMYVTVMJL
VUJLH[SLHZ[PULHJO[OYLL`LHYZI\[ZOHSSILLSPNPISLMVYYLLSLJ[PVU
;OL *VTWHU`Z (Y[PJSLZ VM (ZZVJPH[PVU HSZV WYV]PKLZ [OH[ HU` KPYLJ[VY HWWVPU[LK K\YPUN [OL `LHY ZOHSS OVSK VMJL
\U[PS[OLUL_[HUU\HSNLULYHSTLL[PUNHUKZOHSS[OLUILLSPNPISLMVYYLLSLJ[PVUI\[ZOHSSUV[IL[HRLUPU[VHJJV\U[PU
KL[LYTPUPUN[OLKPYLJ[VYZ^OVHYL[VYL[PYLI`YV[H[PVUH[[OH[TLL[PUN
7\YZ\HU[[V:LJ[PVU VM[OL*VTWHUPLZ(J[ KPYLJ[VYV]LY[OLHNLVMZL]LU[``LHYZPZZ\IQLJ[[VYL
HWWVPU[TLU[HZKPYLJ[VYVM[OLJVTWHU`[VJVU[PU\LPUVMJLHZHKPYLJ[VY\U[PS[OLUL_[HUU\HSNLULYHSTLL[PUN
Directors Training
;OL)VHYKHJRUV^SLKNLZ[OH[JVU[PU\V\ZLK\JH[PVUPZ]P[HSMVYP[ZTLTILYZ[VNHPUPUZPNO[PU[V[OLZ[H[LVM[OLLJVUVT`
[LJOUVSVNPJHSHK]HUJLZSH[LZ[YLN\SH[VY`KL]LSVWTLU[ZHUKTHUHNLTLU[Z[YH[LNPLZ(SSTLTILYZVM[OL)VHYKOH]L
H[[LUKLK[OL4HUKH[VY`(JJYLKP[H[PVU7YVNYHTTL
+\YPUN[OLUHUJPHS`LHY\UKLYYL]PL^HSS+PYLJ[VYZOH]LH[[LUKLKZLTPUHYVU4LKPH[PVU-VY;OL*VUZ[\J[PVU0UK\Z[Y`
0UHKKP[PVU4Y6VP3LUN*OVVPHUK4Y-VVUN2\HU4PUNOH]LHSZVH[[LUKLKHM\SSKH`ZLTPUHYVU.:;:LTPUHY-VY
:WLJPJ 0UK\Z[YPLZ 7YVWLY[` +L]LSVWTLU[  *VUZ[Y\J[PVU VYNHUPZLK I` .SVIHSHJJ 9LZLHYJO  ;YHPUPUN :KU )OK
^OLYLHZ ,U AHOLKP OHZ H[[LUKLK H OHSM KH` ZLTPUHY VU .V]LYUTLU[ 0U[LY]LU[PVU PU )\ZPULZZ ! :VTL 7\ISPJ 7VSPJ`
0ZZ\LZVYNHUPZLKI`)\YZH[YH:KU)OK
;OL )VHYK TLTILYZ HYL HSZV LUJV\YHNLK [V H[[LUK [YHPUPUN WYVNYHTTLZ HUK ZLTPUHYZ [V RLLW HIYLHZ[ ^P[O
KL]LSVWTLU[ZPU[OLTHYRL[WSHJLHUKM\Y[OLYLUOHUJL[OLPYWYVMLZZPVUHSPZTHUKRUV^SLKNL
DIRECTORS REMUNERATION
Remuneration Policy
;OLYLT\ULYH[PVUVM[OL+PYLJ[VYZPZKL[LYTPULKH[SL]LSZ^OPJOLUHISL[OL*VTWHU`[VH[[YHJ[HUKYL[HPU+PYLJ[VYZ^P[O
[OLYLSL]HU[L_WLYPLUJLHUKL_WLY[PZLULLKLK[VY\U[OL.YV\WZ\JJLZZM\SS`;OLJVTWVULU[WHY[ZVMYLT\ULYH[PVUHYL
Z[Y\J[\YLKZVHZ[VSPURYL^HYKZ[VJVYWVYH[LHUKPUKP]PK\HSWLYMVYTHUJLPU[OLJHZLVM,_LJ\[P]L+PYLJ[VYZ0U[OLJHZL
VM5VU,_LJ\[P]L+PYLJ[VYZ[OLSL]LSVMYLT\ULYH[PVUYLLJ[Z[OLL_WLYPLUJLHUKSL]LSVMYLZWVUZPIPSP[PLZ\UKLY[HRLU
I`[OLPUKP]PK\HS5VU,_LJ\[P]L+PYLJ[VYZJVUJLYULK
Remuneration Procedure
;OL9LT\ULYH[PVU*VTTP[[LLPZYLZWVUZPISLMVYTHRPUNYLJVTTLUKH[PVUZ[V[OL)VHYKVUYLT\ULYH[PVUWHJRHNLZHUK
ILUL[ZL_[LUKLK[V[OL,_LJ\[P]L+PYLJ[VYZ;OLYLT\ULYH[PVUWHJRHNLVM5VU,_LJ\[P]L+PYLJ[VYZ^PSSILKLJPKLKI`
[OL)VHYKHZH^OVSL^P[O[OL+PYLJ[VYZJVUJLYULKYLX\PYLK[VHIZ[HPUMYVT[OLKLSPILYH[PVUZHUK]V[PUNVUKLJPZPVUZ
PUYLZWLJ[VM[OLPUKP]PK\HSZYLT\ULYH[PVU
;OLKL[LYTPUH[PVUVM[OLYLT\ULYH[PVUVM[OL5VU,_LJ\[P]L+PYLJ[VYZPZHTH[[LYMVY[OL)VHYKHZH^OVSLZ\IQLJ[[V
HWWYV]HSI`[OLZOHYLOVSKLYZVM[OL*VTWHU`H[[OL(UU\HS.LULYHS4LL[PUN

Annual Report 2014

STATEMENT ON CORPORATE GOVERNANCE (contd)


23
Disclosure
;OLHNNYLNH[LYLT\ULYH[PVUVM+PYLJ[VYZMVY[OLUHUJPHS`LHYLUKLK1\ULPZHZMVSSV^Z!
Fees

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



94[V94



94[V94



94[V94



)LSV^94

Annual General Meeting and Dialogue with Shareholders


;OL)VHYKPZH^HYLVM[OLPTWVY[HUJLVM[OL[PTLS`HUKHJJ\YH[LKPZJSVZ\YLVMTH[LYPHSPUMVYTH[PVU[VZOHYLOVSKLYZHUK
PU]LZ[VYZVM[OL.YV\W
;OL*VTWHU`YLHJOLZV\[[VP[ZZOHYLOVSKLYZ[OYV\NO[OLPZZ\HUJLVM(UU\HS9LWVY[,_WSHUH[VY`*PYJ\SHYZHUK\WKH[LZ
VU[OL*VTWHU`HYLWYV]PKLK[OYV\NO[OLX\HY[LYS`YLWVY[ZHUUV\UJLK[V[OL)\YZH:LJ\YP[PLZ;OL(UU\HS.LULYHS
4LL[PUNPZ[OLWYPUJPWHSMVY\TMVYKPHSVN\LHUKPU[LYHJ[PVU^P[O[OLZOHYLOVSKLYZVM[OL*VTWHU`)LZPKLZ[OL\Z\HS
HNLUKHVM[OL(UU\HS.LULYHS4LL[PUN[OL)VHYKWYLZLU[Z[OLWYVNYLZZHUKWLYMVYTHUJLVM[OLI\ZPULZZ;OLYLHM[LY
the shareholders are presented with the opportunity to participate in question and answer sessions with the Directors.
;OL*OHPYTHUHUK^OLYLHWWYVWYPH[L[OL,_LJ\[P]L+PYLJ[VYZ^PSSYLZWVUK[VHU`X\LZ[PVUZYHPZLKK\YPUN[OLTLL[PUN
0U[OLYLLSLJ[PVUVM+PYLJ[VYZ[OL)VHYK^PSSLUZ\YL[OH[[OYV\NO[OLUV[PJLVMTLL[PUNM\SSPUMVYTH[PVUPZKPZJSVZLKVU
+PYLJ[VYZ^OVHYLYL[PYPUNHUK^PSSPUN[VJVU[PU\L[VZLY]LPMYLLSLJ[LK
,HJOP[LTVMZWLJPHSI\ZPULZZPUJS\KLKPU[OLUV[PJLVMTLL[PUN^PSSILHJJVTWHUPLKI`HM\SSL_WSHUH[PVUVM[OLLMMLJ[Z
VMHWYVWVZLKYLZVS\[PVU;OPZPZ[VMHJPSP[H[LHIL[[LY\UKLYZ[HUKPUNHUKL]HS\H[PVUVM[OLPZZ\LZPU]VS]LK
ACCOUNTABILITY AND AUDIT
Financial Reporting
;OL )VHYKZ HPTZ [V WYV]PKL HUK WYLZLU[ H IHSHUJLK HUK \UKLYZ[HUKHISL HZZLZZTLU[ VM [OL .YV\WZ UHUJPHS
WLYMVYTHUJL HUK WYVZWLJ[Z H[ [OL LUK VM [OL UHUJPHS `LHY WYPTHYPS` [OYV\NO [OL HUU\HS UHUJPHS Z[H[LTLU[Z HUK
X\HY[LYS`HUUV\UJLTLU[VMYLZ\S[Z[VZOHYLOVSKLYZHZ^LSSHZ[OL*OHPYTHUZZ[H[LTLU[HUKYL]PL^VMVWLYH[PVUZPU
the annual report.

Annual Report 2014

STATEMENT ON CORPORATE GOVERNANCE (contd)


24
Internal Control
0UMVYTH[PVUVU[OL.YV\WZPU[LYUHSJVU[YVSPZWYLZLU[LKPU[OL:[H[LTLU[VU9PZR4HUHNLTLU[HUK0U[LYUHS*VU[YVSSHPK
V\[VUWHNL[VVM[OPZ(UU\HS9LWVY[
Relationship with the Auditors
;OYV\NO [OL (\KP[ *VTTP[[LL [OL *VTWHU` OHZ LZ[HISPZOLK H [YHUZWHYLU[ HUK HWWYVWYPH[L YLSH[PVUZOPW ^P[O [OL
*VTWHU`ZL_[LYUHSH\KP[VYZ;OLL_[LYUHSH\KP[VYZTLL[HUKYLWVY[[OLPYUKPUNZ[V[OL(\KP[*VTTP[[LLW\YZ\HU[[V
[OLPYH\KP[MVYLHJOUHUJPHS`LHY
;OL9LWVY[VM[OL(\KP[*VTTP[[LLPZZL[V\[PUWHNLZ[VVM[OPZ(UU\HS9LWVY[
Compliance with the Code
;OL)VHYKOHZ[V[OLILZ[VMP[ZHIPSP[`HUKRUV^SLKNLJVTWSPLK^P[O[OL4HSH`ZPHU*VKLVU*VYWVYH[L.V]LYUHUJL
;OL)VHYKL_WLJ[Z[VJVU[PU\L[VPTWYV]LHUKLUOHUJL[OLWYVJLK\YLZMYVT[PTL[V[PTLLZWLJPHSS`PUIV[OJVYWVYH[L
NV]LYUHUJLHUKYPZRTHUHNLTLU[HUKPU[LYUHSJVU[YVS

Annual Report 2014

CORPORATE SOCIAL RESPONSIBILITY


25
-HQHYIHY\)\PSKLY.YV\W)OK-).PZM\SS`JVTTP[[LK[VLUZ\YPUN[OLPU[LYLZ[ZVMP[ZJSPLU[ZLTWSV`LLZZOHYLOVSKLYZ
HUKZVJPL[`[OYV\NOWYHJ[PJHSWYHJ[PJLZVM*VYWVYH[L:VJPHS9LZWVUZPIPSP[`*:9>L[OLYLMVYLHKKYLZZHUKTVUP[VYHSS
HZWLJ[ZVM*:9[OH[HYLYLSL]HU[[VV\YI\ZPULZZ^OPJOPUJS\KLJVUJLYUMVYLTWSV`LL^LSMHYLJHYLMVY[OLLU]PYVUTLU[
HUKJVTT\UP[`PU]VS]LTLU[;OL.YV\WILSPL]LZPU[OLWYPUJPWSLZVM:\Z[HPUHISL+L]LSVWTLU[HUKPZHS^H`ZRLLUVU
IHZPUNP[ZKLJPZPVUZVU[OLZVJPHSJVUZLX\LUJLZVMP[ZHJ[P]P[PLZ
Shareholders
;OLPU[LYLZ[VM[OLZOHYLOVSKLYZPZHS^H`ZVMWHYHTV\U[PTWVY[HUJL[V\Z>LOH]LWSHJLKNYLH[LTWOHZPZPUNLULYH[PUN
NVVKWYV[ZHUKLUZ\YPUN[OH[V\YZOHYLOVSKLYZLUQV`HMHPYYL[\YUVU[OLPYPU]LZ[TLU[>LHSZVLUZ\YL[OH[ZOHYLOVSKLYZ
HUK[OLW\ISPJHYLHS^H`ZRLW[HIYLHZ[VMKL]LSVWTLU[ZPU[OLJVTWHU`(SSPTWVY[HU[KLJPZPVUZJVUJLYUPUN[OL.YV\W
HYLKPZZLTPUH[LKPTTLKPH[LS`]PHHUUV\UJLTLU[Z[V)\YZH4HSH`ZPH:OHYLOVSKLYZHYLHSZVLUJV\YHNLK[VH[[LUKV\Y
(UU\HS.LULYHS4LL[PUN(.4[VOH]LLMMLJ[P]LKPHSVN\L^P[O[OL)VHYK
Customers
-).OH]LHS^H`ZTHPU[HPULKHNVVKYLSH[PVUZOPW^P[OJ\Z[VTLYZ;OLWYV]PZPVUVM[PTLS`NVVKX\HSP[`WYVK\J[ZH[
[OLYPNO[JVZ[PZHNP]LUPU[OL.YV\W)LPUNPU[OLJVUZ[Y\J[PVUPUK\Z[Y`OLHS[OHUKZHML[`HYL[OLRL`YLZWVUZPIPSP[PLZ
VM[OL.YV\W(ZZ\JO]HYPV\ZZ[HUKHYKZWVSPJPLZILZ[WYHJ[PJLZHUKWYVJLK\YLZVUX\HSP[`OLHS[OHUKZHML[`NVVK
JVYWVYH[LNV]LYUHUJLHUKZ[HRLOVSKLYLUNHNLTLU[OH]LILLUHKVW[LK
Employees
-).HZH.YV\WOH]LHS^H`ZYLJVNUPaLK[OLPTWVY[HU[YVSLWSH`LKI`[OLLTWSV`LLZ6\YTHPUHZZL[ZHYL[OL[HSLU[Z
HUKZRPSSZVM[OLWLVWSL^LLTWSV`;OLLTWSV`LLZ^LSMHYLPZ\Z\HSS`H[[OL[VWVMHU`HNLUKHPU[OLVYNHUPaH[PVU
;OL .YV\W HPTZ [V H[[YHJ[ YL[HPU HUK TV[P]H[L [OL OPNOLZ[ JHSPILY VM LTWSV`LLZ HUK LUJV\YHNLZ [OLPY JVU[YPI\[PVU
HUK KL]LSVWTLU[ (U LU]PYVUTLU[ [OH[ MVZ[LYZ PUUV]H[PVU HUK JVSSHIVYH[PVU PZ JYP[PJHS [V [OL *VTWHU`Z Z\JJLZZ
(WWYVWYPH[L JHYLLY WH[OZ HUK PU[LYUHS YLJVNUP[PVU WYVNYHTTLZ HYL KL]LSVWLK MVY IV[O [LJOUPJHS HUK UVU[LJOUPJHS
Z[HMM,TWSV`LLZHYLWYV]PKLK^P[OU\TLYV\ZSLHYUPUNHUKKL]LSVWTLU[VWWVY[\UP[PLZ[VM\SSS[OLPYWV[LU[PHS;OLZL
KL]LSVWTLU[VWWVY[\UP[PLZHYLZ[Y\J[\YLK[VHSPNU^P[OV\YVYNHUPZH[PVUHSVIQLJ[P]LZHUK[VOLSWLTWSV`LLZPUM\Y[OLYPUN
their career aspirations.
General Community
;OL*VTWHU`JVUK\J[LKZWLJPHSPaLK*:9HJ[P]P[PLZ^P[OSVJHSJVTT\UP[PLZHUK[OLZL*:9WYVNYHTTLZILJHTLH
WSH[MVYT^OLYL[OL*VTWHU`LUNHNLK^P[O[OLJVTT\UP[PLZ[VZOHYLHU`JVUJLYU[OH[[OL`TH`OH]L^P[OYLNHYKZ[V
V\YVWLYH[PVUZ[VHSSH`HU`KV\I[VYMLHYHUKI\PS[YHWWVY[^P[OZ[HRLOVSKLYZ
.VVKLU]PYVUTLU[HSWYHJ[PZLHUK[OLPTWHJ[[OH[V\YVWLYH[PVUZOH]LVU[OLLU]PYVUTLU[HYLVMNYLH[PTWVY[HUJL[V
-).7YV]PZPVUVM[OLZLZLY]PJLZPZV\Y^H`VMJVU[YPI\[PUN[V[OLLU]PYVUTLU[I`LUZ\YPUNYLZWLJ[MVY[OLLHY[OHZ
[OL5H[PVUWYVNYLZZLZ>OLYLWVZZPISLI\ZPULZZ\UP[ZTVUP[VYLULYN`JVUZ\TW[PVUHUKHSSI\ZPULZZ\UP[ZJVU[PU\L
[V[HRLWVZP[P]LZ[LWZ[VYLK\JLLULYN`JVUZ\TW[PVUZ\JOHZIL[[LYZWHJL\[PSPZH[PVUHUKTVYLLMJPLU[Y\UUPUNVM
LX\PWTLU[HUKTHJOPULY`
0USPUL^P[O[OLHK]LYZLLJVUVTPJJSPTH[L[OL.YV\WZZVJPHSYLZWVUZPIPSP[`MVJ\ZMVY[OLWLYPVKZOPM[LK[V[OLKPYLJ[
ILUL[VMLTWSV`LLZ-VY[OLWLYPVK\UKLYYL]PL^[OLMYLX\LUJ`VMPU[LYUHSZVJPHSHJ[P]P[PLZPUJYLHZLK^P[O[OLVIQLJ[P]L
VMPUJ\SJH[PUNHIHSHUJLK^VYRSPML^P[OLTWOHZPZVUMVZ[LYPUNIL[[LYYLSH[PVUZOPWHTVUNVULHUV[OLYHUKI\PSKPUNH
OHWW`MHTPS`H[OVTL
;OL .YV\W OHZ JVU[YPI\[LK [V [OL *OPULZL :JOVVS ;LHJOLYZ (ZZVJPH[PVU 2\HSH 3\TW\Y ) >HYNH ,THZ 7LYZH[\HU
)LRHZ7VSPZ4HSH`ZPH5LNLYP:LSHUNVY7LYZH[\HU)LYKPRHYP:LYLTIHU5LNLYP:LTIPSHU3LTIHNH7LUN\Y\Z:12*:HU
4PU70).:12*2\LU*OLUN;OL2\HSH3\TW\YHUK:LSHUNVY*OPULZL(ZZLTIS`/HSS7LYZH[\HU7LYRLTIHUNHU
AOP5LUN4HSH`ZPHHUKL[J

Annual Report 2014

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL


26
;OL 4HSH`ZPHU *VKL VU *VYWVYH[L .V]LYUHUJL  YLX\PYLZ SPZ[LK JVTWHUPLZ [V THPU[HPU H ZV\UK Z`Z[LT VM YPZR
THUHNLTLU[ HUK PU[LYUHS JVU[YVS [V ZHMLN\HYK ZOHYLOVSKLYZ PU[LYLZ[ HUK [OL *VTWHU`Z HZZL[Z ;OPZ Z[H[LTLU[ PZ
WYLWHYLKPUHJJVYKHUJL^P[OWHYHNYHWOIVM[OL4HPU4HYRL[3PZ[PUN9LX\PYLTLU[Z39HUKHZN\PKLKI`
.\PKLSPULZ MVY +PYLJ[VYZ VM 3PZ[LK 0ZZ\LY  :[H[LTLU[ VU 9PZR 4HUHNLTLU[ HUK 0U[LYUHS *VU[YVS VM )\YZH 4HSH`ZPH
Securities Berhad.
BOARDS RESPONSIBILITY
;OL )VHYK HJRUV^SLKNLZ P[Z V]LYHSS YLZWVUZPIPSP[PLZ MVY THPU[HPUPUN H ZV\UK YPZR THUHNLTLU[ HUK PU[LYUHS JVU[YVS
Z`Z[LTZHUKMVYYL]PL^PUN[OLPYHKLX\HJ`HUKLMMLJ[P]LULZZZVHZ[VZHMLN\HYKZOHYLOVSKLYZPU[LYLZ[ZHUKWYV[LJ[PUN
[OL .YV\WZ HZZL[Z ;OL PU[LYUHS JVU[YVS Z`Z[LTZ JV]LY UV[ VUS` UHUJPHS JVU[YVS I\[ VWLYH[PVUHS HUK JVTWSPHUJL
controls.
;OL YPZR THUHNLTLU[ WYVJLZZ HUK [OL Z`Z[LT VM PU[LYUHS JVU[YVS PU]VS]L L]LY` I\ZPULZZ \UP[Z HUK [OLPY YLZWLJ[P]L
RL` THUHNLTLU[ PUJS\KPUN [OL )VHYK HUK HYL KLZPNULK [V TLL[ [OL .YV\WZ WHY[PJ\SHY ULLKZ HUK [V THUHNL [OL
YPZRZ[V^OPJOP[PZL_WVZLK;OLZ`Z[LTPZKLZPNULK[VPKLU[PM`HUKTHUHNLYH[OLY[OHULSPTPUH[L[OLYPZRVMMHPS\YL[V
HJOPL]L I\ZPULZZ VIQLJ[P]LZ ;OL Z`Z[LT ZLY]LZ[VWYV]PKLYLHZVUHISLI\[UV[HIZVS\[LHZZ\YHUJLHNHPUZ[TH[LYPHS
TPZZ[H[LTLU[VYSVZZLZ
;OL.YV\WOHKPTWSLTLU[LKHMVYTHSHWWYVHJO[V^HYKZPKLU[PM`PUNL]HS\H[PUNTVUP[VYPUNHUKTHUHNPUN[OLZPNUPJHU[
YPZRZHMMLJ[PUN[OLHJOPL]LTLU[VMP[ZI\ZPULZZVIQLJ[P]LZHUKPZHUVUNVPUNWYVJLZZ
RISK MANAGEMENT FRAMEWORK
;OL)VHYKYLJVNUPZLK[OLYPZRTHUHNLTLU[HZHUPU[LNYHSWHY[VMZ`Z[LTVMPU[LYUHSJVU[YVSHUKNVVKTHUHNLTLU[
WYHJ[PJL PU W\YZ\P[ VM P[Z Z[YH[LNPJ VIQLJ[P]LZ HUK THPU[HPUZ HU VUNVPUN JVTTP[TLU[ MVY PKLU[PM`PUN L]HS\H[PUN HUK
THUHNPUNZPNUPJHU[YPZRZMHJLKI`[OL.YV\WK\YPUN[OLUHUJPHS`LHY\UKLYYL]PL^:PNUPJHU[YPZRZ^LYLPKLU[PLK
HUKHZZLZZLKPU[LYTZVMSPRLSPOVVKVM[OLPYVJJ\YYLUJLHUK[OLPTWHJ[VU[OLHJOPL]LTLU[VM[OL.YV\WZI\ZPULZZ
HUKJVYWVYH[LVIQLJ[P]LZ
9PZR THUHNLTLU[ VM [OL .YV\WZ VWLYH[PVUZ PZ KLSLNH[LK [V [OL 9PZR 4HUHNLTLU[ *VTTP[[LL [OL *VTTP[[LL
JVTWYPZPUN,_LJ\[P]L+PYLJ[VYZHUK:LUPVY4HUHNLTLU[;OL.YV\W9PZR4HUHNLTLU[*VTTP[[LL^HZMVYTLK[V[HRL
MVYTHSL_LJ\[P]LYLZWVUZPIPSP[`MVYYPZRTHUHNLTLU[I\PSKPUN\WVUHSYLHK`LZ[HISPZOLKZ[Y\J[\YLZHUKTLJOHUPZT
;OL*VTTP[[LLOHKILLULZ[HISPZOLK^P[O[OLYLZWVUZPIPSP[`[VPKLU[PM`HUKJVTT\UPJH[L[V[OL)VHYKVM+PYLJ[VYZ[OL
JYP[PJHSZ[YH[LNPJI\ZPULZZYPZRZIV[OWYLZLU[HUKWV[LU[PHS[OL.YV\WMHJLZ[OLPYJOHUNLZHUK[OLTHUHNLTLU[HJ[PVU
WSHUZ[VTHUHNL[OLYPZRZ
;OL*VTTP[[LL[VNL[OLY^P[O[OLYLZWLJ[P]LOLHKZVM[OL.YV\WZI\ZPULZZ\UP[HYLYLZWVUZPISLMVYPTWSLTLU[PUN[OL
WYVJLZZLZ MVY PKLU[PM`PUN L]HS\H[PUN TVUP[VYPUN HUK YLWVY[PUN VM YPZRZ HUK PU[LYUHS JVU[YVS [HRPUN HWWYVWYPH[L HUK
[PTLS`JVYYLJ[P]LHJ[PVUZHZULLKLK
*OHUNLZPU[OLRL`I\ZPULZZYPZRZMHJLKI`[OL.YV\WVYLTLYNLUJLVMUL^RL`I\ZPULZZYPZRZHUK[OLJVYYLZWVUKPUN
PU[LYUHSJVU[YVSZHYLKPZJ\ZZLKK\YPUNTHUHNLTLU[TLL[PUNZ^P[OTH[LYPHSJOHUNLZPU[OLRL`I\ZPULZZYPZRZMHJLK
I`[OL.YV\WVYLTLYNLUJLVMUL^RL`I\ZPULZZYPZRZHYLOPNOSPNO[LK[V[OL)VHYKI`[OL:LUPVY4HUHNLTLU[PMHU`

Annual Report 2014

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL


(contd)

;V[OPZLUKH.YV\WZ9PZR4L[OVKVSVN`OHKILLUPZZ\LK[V[OLOLHKZVM[OL.YV\WZI\ZPULZZ\UP[Z^OV^PSSPKLU[PM`
[OLYPZRZPUOLYLU[[V[OLPYYLZWLJ[P]LI\ZPULZZ\UP[ZHUK[OLHWWYVWYPH[LTLHZ\YLZHUKZ[YH[LNPLZ[VHJOPL]L[OLV]LYHSS
VIQLJ[P]LZVM[OLI\ZPULZZ\UP[Z
( KH[HIHZL VM Z[YH[LNPJ YPZRZ PKLU[PLK HUK HWWYVWYPH[L JVU[YVSZ OHZ ILLU JYLH[LK HUK [OL PUMVYTH[PVU S[LYLK [V
WYVK\JL H KL[HPSLK YPZR YLNPZ[LYZJVYLJHYK HUK PUKP]PK\HS YPZR WYVSLZ MVY [OL YLZWLJ[P]L I\ZPULZZ \UP[Z ^OPJO PZ
continuously updated.
2L`YPZRZ[VLHJOI\ZPULZZ\UP[ZVIQLJ[P]LZHSPNULK^P[O[OL.YV\WZZ[YH[LNPJVIQLJ[P]LZHYLPKLU[PLKHUKZJVYLKMVY
SPRLSPOVVKVM[OLYPZRZVJJ\YYPUNHUK[OLTHNUP[\KLVM[OLPTWHJ[
;OL YPZRZ WYVSL VM [OL YLSL]HU[ I\ZPULZZ \UP[Z OH]L ILLU [HISLK [V [OL .YV\W 9PZR 4HUHNLTLU[ *VTTP[[LL ^P[O
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
;OLPU[LYUHSJVU[YVSZ`Z[LTPZKLZPNULK[VLUHISL[OL.YV\W[VTHUHNLYH[OLY[OHU[VLSPTPUH[L[OLYPZRVMMHPS\YL[V
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
;OL)VHYKJVUYTZ[OH[[OLYLPZHJVU[PU\V\ZWYVJLZZMVYPKLU[PM`PUNL]HS\H[PUNHUKTHUHNPUN[OLZPNUPJHU[YPZRZVM
[OL.YV\W^OPJOOHZILLUPUWSHJLMVY[OLUHUJPHS`LHY\UKLYYL]PL^HUK\W[VKH[LVMHWWYV]HSVM[OLHUU\HSYLWVY[
HUKUHUJPHSZ[H[LTLU[
;OLWYVJLZZPZYLN\SHYS`YL]PL^LKI`[OL)VHYKHUKPZPUHJJVYKHUJL^P[O[OLN\PKHUJLHZJVU[HPULKPU[OL:[H[LTLU[
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

Annual Report 2014

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL


28

(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
;OL )VHYK OHZ YLJLP]LK HZZ\YHUJL MYVT [OL ,_LJ\[P]L +PYLJ[VYZ [OH[ [OL Z`Z[LT VM YPZR THUHNLTLU[ HUK PU[LYUHS
JVU[YVS MVY [OL UHUJPHS `LHY \UKLY YL]PL^ PZ VWLYH[PUN HKLX\H[LS` HUK LMMLJ[P]LS` ;OL )VHYK PZ ZH[PZLK ^P[O [OL
WYVJLK\YLZV\[SPULKHIV]LHUK[OL)VHYK^PSSJVU[PU\L[VYL]PL^[OLLMMLJ[P]LULZZVM[OL.YV\WZYPZRTHUHNLTLU[
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

Annual Report 2014

DIRECTORS RESPONSIBILITY STATEMENT


29
0U YLZWLJ[ VM [OL WYLWHYH[PVU VM [OL H\KP[LK UHUJPHS Z[H[LTLU[Z HZ YLX\PYLK \UKLY 7HYHNYHWO H VM [OL 4HPU
4HYRL[3PZ[PUN9LX\PYLTLU[Z!
;OL+PYLJ[VYZHYLYLX\PYLKI`[OL*VTWHUPLZ(J[ [VWYLWHYLUHUJPHSZ[H[LTLU[ZMVYLHJOUHUJPHS`LHY^OPJO
NP]LH[Y\LHUKMHPY]PL^VM[OLZ[H[LVMHMMHPYZVM[OL.YV\WHUK[OL*VTWHU`VM[OLYLZ\S[ZHUKJHZOV^ZMVY[OH[
UHUJPHS`LHY
;OL+PYLJ[VYZPUWYLWHYPUN[OLUHUJPHSZ[H[LTLU[ZMVY[OLUHUJPHS`LHYLUKLK1\ULOH]L!




\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[ 

Annual Report 2014

REPORT OF THE AUDIT COMMITTEE


30
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MEMBERS AND MEETINGS
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Audit Committee Members

Status of Directorship

Attendance of Meetings

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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.

Annual Report 2014

REPORT OF THE AUDIT COMMITTEE (contd)


31
Responsibilities and Duties
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(a) any changes in accounting policies and practices;
(b) signicant adjustments arising from the audit;
(c) the going concern assumption; and
(d) compliance with accounting standards and regulatory requirements.
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STATEMENT BY THE AUDIT COMMITTEE IN RELATION TO ESOS ALLOCATION
During the nancial year, the Committee has administered the Employees Share Option Scheme (ESOS). Shares
options had been offered and granted to eligible employees of the Group pursuant to the criteria as set out in the
by-laws of the Companys ESOS. The Audit Committee had reviewed the allocation of the share options granted and
noted that they were made in compliance with the by-laws of the Companys ESOS.
INTERNAL AUDIT FUNCTION
The Company has an In-house Internal Audit Department whose principal responsibility is to undertake regular and
systematic reviews of the systems of nancial and operational controls so as to provide reasonable assurance that
such systems continue to operate satisfactorily and effectively. The total cost incurred during the year is RM96,000.
The attainment of such objectives involves the following activities being carried out:1.
reviewing and appraising the soundness, adequacy and application of accounting, nancial and other controls
promoting effective control in the Company and the Group at reasonable cost;
2.
ascertaining the extent of compliance with established policies, procedures and statutory requirements;
3.
ascertaining the extent to which the Group and the Companys assets are accounted for and safeguarded;
4.
appraising the reliability of information developed within the Group and the Company for management;
5.
recommending improvements to the existing system of controls;
6.
reviewing the effectiveness and efciency of operations; and carrying out investigations and special reviews
requested by management and / or Audit Committee.

Annual Report 2014

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

Prot/(Loss) after taxation for the nancial year

2,929,786

(374,557)

Attributable to:Owners of the Company


Non-controlling interests

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.

Annual Report 2014

DIRECTORS REPORT
(contd)

33

ISSUES OF SHARES AND DEBENTURES


During the nancial year,
(a)

there were no changes in the authorised share capital of the Company;

(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

there were no issues of debentures by the Company.

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.

Annual Report 2014

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.

Annual Report 2014

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

Annual Report 2014

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

Indirect Interests In The Company


Dato Ir. Sri Kuan Peng Ching @
Kuan Peng Soon

5,054,400

Number Of Ordinary Shares Of RM0.50 Each


Exercise of
Bought Share Options
Sold

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

Number Of Warrants Over Ordinary Shares Of RM0.50 Each


At
At
1.7.2013
Exercised
Lapsed
30.6.2014
Direct Interests In The Company
Dato Ismail bin Haji Omar

5,125

(5,125)

Number Of Share Options Over Ordinary Shares Of RM0.50 Each


At
At
1.7.2013
Exercised
Lapsed
30.6.2014
Share Options Of The Company
Ooi Leng Chooi

250,000

(250,000)

Note:* - Married deal acquisition


The other director holding ofce at the end of the nancial year had no interest in shares and options over shares of the
Company or its related corporations during the nancial year.

Annual Report 2014

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.

Signed in accordance with a resolution of the directors dated 30 October 2014.

Dato Sri Ir. Kuan Peng Ching @ Kuan Peng Soon

Ooi Leng Chooi

Annual Report 2014

STATEMENT BY DIRECTORS
38

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

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.

Signed in accordance with a resolution of the directors dated 30 October 2014.

Dato Sri lr. Kuan Peng Ching @ Kuan Peng Soon

Ooi Leng Chooi

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

Annual Report 2014

INDEPENDENT AUDITORS REPORT


To the members of Fajarbaru Builder Group Bhd. (Incorporated in Malaysia)
Report on the Financial Statements
We have audited the nancial statements of Fajarbaru Builder Group Bhd., which comprise the statements of
nancial position as at 30 June 2014 of the Group and of the Company, and the statements of prot or loss and
other comprehensive income, statements of changes in equity and statements of cash ows of the Group and of the
Company for the nancial year then ended, and a summary of signicant accounting policies and other explanatory
information, as set out on pages 41 to 125.
Directors Responsibility for the Financial Statements
The directors of the Company are responsible for the preparation of nancial statements so as to give a true and fair
view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and
the requirements of the Companies Act 1965 in Malaysia. The directors are also responsible for such internal control
as the directors determine is necessary to enable the preparation of nancial statements that are free from material
misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these nancial statements based on our audit. We conducted our audit
in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether the nancial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the nancial
statements. The procedures selected depend on our judgment, including the assessment of risks of material
misstatement of the nancial statements, whether due to fraud or error. In making those risk assessments, we consider
internal control relevant to the entitys preparation of nancial statements that give a true and fair view in order to
design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on
the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall
presentation of the nancial statements.
We believe that the audit evidence we have obtained is sufcient and appropriate to provide a basis for our audit
opinion.
Opinion
In our opinion, the nancial statements give a true and fair view of the nancial position of the Group and of the
Company as of 30 June 2014 and of their nancial performance and cash ows for the nancial year then ended
in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the
requirements of the Companies Act 1965 in Malaysia.
Other Matters
The nancial statements of the Group and of the Company for the preceding nancial year were audited by another rm
of auditors whose report dated 17 October 2013, expressed an unmodied opinion on those statements.

39

Annual Report 2014

INDEPENDENT AUDITORS REPORT


40

To the members of Fajarbaru Builder Group Bhd. (Incorporated in Malaysia) (contd)


Report on Other Legal and Regulatory Requirements
In accordance with the requirements of the Companies Act 1965 in Malaysia, we also report the following:(a)

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

(b)

We have considered the 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.

Other Reporting Responsibilities


The supplementary information set out in Note 50 on page 125 is disclosed to meet the requirement of Bursa Malaysia
Securities Berhad and is not part of the nancial statements. The directors are responsible for the preparation of
the supplementary information 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 (MIA Guidance) and the directive of Bursa Malaysia
Securities Berhad. In our opinion, the supplementary information is prepared, in all material respects, in accordance
with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad.
Other Matters
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies
Act 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content
of this report.

Crowe Horwath
Firm No: AF 1018
Chartered Accountants

30 October 2014
Kuala Lumpur

Cheong Tze Yuan


Approval No: 3034/04/16 (J)
Chartered Accountant

Annual Report 2014

STATEMENTS OF FINANCIAL POSITION


At 30 June 2014

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

The annexed notes form an integral part of these nancial statements.

Annual Report 2014

STATEMENTS OF FINANCIAL POSITION


42

At 30 June 2014 (contd)

Note

The Group
2014
2013
RM
RM

The Company
2014
2013
RM
RM

EQUITY AND LIABILITIES


EQUITY
Share capital
Share premium
Treasury shares
Warrant reserve
Other reserve
Fair value reserve
Employees share option reserve
Foreign exchange translation reserve
Retained prots

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

Equity attributable to the owners of the Company


Non-controlling interests

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

TOTAL EQUITY AND LIABILITIES

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

The annexed notes form an integral part of these nancial statements.

Annual Report 2014

STATEMENTS OF PROFIT OR LOSS AND OTHER


COMPREHENSIVE INCOME
For The Financial Year Ended 30 June 2014

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)

PROFIT/(LOSS) FROM OPERATIONS


FINANCE COSTS

37

6,675,128
(1,881,016)

6,073,715
(381,064)

(379,981)
-

217,749
-

PROFIT/(LOSS) BEFORE TAXATION


INCOME TAX EXPENSE

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

PROFIT/(LOSS) AFTER TAXATION


OTHER COMPREHENSIVE INCOME/(EXPENSES):Items that may be reclassied
subsequently to prot or loss
Fair value changes of availablefor-sale nancial assets
Foreign currency translation
TOTAL COMPREHENSIVE
INCOME/(EXPENSES) FOR
THE FINANCIAL YEAR

The annexed notes form an integral part of these nancial statements.

Annual Report 2014

STATEMENTS OF PROFIT OR LOSS AND OTHER


COMPREHENSIVE INCOME
44

For The Financial Year Ended 30 June 2014 (contd)

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

EARNINGS PER SHARE (SEN)


- Basic
- Diluted

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

The annexed notes form an integral part of these nancial statements.

Annual Report 2014

STATEMENTS OF CHANGES IN EQUITY


For the nancial year ended 30 June 2014

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

94,474,003 3,628,459 (1,116,581) 1,196,354

(85,947)

97,222

- 37,436,813 135,630,323

Prot after taxation for


the nancial year

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

95,845,889 3,782,651 (1,126,576) 1,174,666

The annexed notes form an integral part of these nancial statements.

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

The annexed notes form an integral part of these nancial statements.

- 1,110,407 1,948,805

(3,296) (1,174,666) 1,174,666

(394,216)

(394,216)

(64,259) 2,343,021

- (1,112,148) 1,112,148

(3,296)

110,152,370 4,207,849 (1,129,872)

425,198

11,121,481

14,306,481

95,845,889 3,782,651 (1,126,576) 1,174,666

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

Annual Report 2014

STATEMENTS OF CHANGES IN EQUITY

For the nancial year ended 30 June 2014 (contd)

Annual Report 2014

STATEMENTS OF CHANGES IN EQUITY


For the nancial year ended 30 June 2014 (contd)

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

3,628,459 (1,116,581) 1,196,354 (1,196,354)

97,222 38,075,487 135,158,590

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

Total comprehensive income for


the nancial year

- 2,343,021

212,325

2,555,346

(9,995)

(9,995)

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

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

Total transactions with owners

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

3,782,651 (1,126,576) 1,174,666 (1,174,666) 2,343,021

359,040 38,402,799 139,606,824

The annexed notes form an integral part of these nancial statements.

Annual Report 2014

STATEMENTS OF CHANGES IN EQUITY


48

For the nancial year ended 30 June 2014 (contd)


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 1.7.2013

95,845,889

3,782,651 (1,126,576) 1,174,666 (1,174,666) 2,343,021

359,040 38,402,799 139,606,824

Loss after taxation for the


nancial year

(374,557)

(374,557)

Other comprehensive expenses


for the nancial year:
- fair value changes for
available-for-sale
nancial assets

(394,216)

(394,216)

Total comprehensive expenses


for the nancial year

(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

(3,296) (1,174,666) 1,174,666

(359,040)

Contributions by and distribution


to owners of the Company:
- Purchase of treasury shares
- New shares issued under:
- warrants exercised
- employees share options
exercised
- Employees share options
lapsed
- Warrants lapsed
Total transactions with owners
Balance at 30.6.2014

110,152,370

4,207,849 (1,129,872)

- 1,948,805

The annexed notes form an integral part of these nancial statements.

61,242 14,430,585

- 38,089,484 153,268,636

Annual Report 2014

STATEMENTS OF CASH FLOWS


For the nancial year ended 30 June 2014

49
The Group
2014
2013
RM
RM

The Company
2014
2013
RM
RM

CASH FLOWS (FOR)/FROM OPERATING ACTIVITIES


Prot/(Loss) before taxation

4,794,112

5,692,651

(379,981)

217,749

Adjustments for:Depreciation on property, plant and equipment


Depreciation on investment properties
Equipment written off
Interest expenses
Imputed interest on trade receivables
Share-based payment
Loss on disposal of a subsidiary
Gain on disposal of equipment
Gain on disposal of investment properties
Interest income
Imputed interest on trade payables
Reversal of impairment loss on investment in subsidiary
Writeback of impairment losses on trade receivable

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)

CASH (FOR)/FROM OPERATIONS


Income tax refunded/(paid)
Interest paid

(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)

NET CASH (FOR)/FROM OPERATING ACTIVITIES


CARRIED FORWARD

(4,467,568)

(33,744,493)

(16,263,457)

5,502,469

Operating prot/(loss) before working capital changes


Increase in inventories
(Increase)/Decrease in trade and other receivables
Decrease/(Increase) in amounts owing
by/to contract customers
(Increase)/Decrease in amount owing by subsidiaries
Increase/(Decrease) in trade and other payables

The annexed notes form an integral part of these nancial statements.

Annual Report 2014

STATEMENTS OF CASH FLOWS


50

For the nancial year ended 30 June 2014 (contd)

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

CASH FLOWS (FOR)/FROM


INVESTING ACTIVITIES
Acquisition of subsidiaries, net
of cash and cash equivalents acquired
41
Interest received
Investment in a subsidiary
(Placement)/Withdrawal of deposits with
licensed banks
Proceeds from disposal of equipment
Proceeds from disposal of investment properties
Proceeds from disposal of subsidiaries
Proceeds from non-controlling interests
Purchase of investment securities
Purchase of property, plant and equipment

(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)
-

NET CASH (FOR)/FROM INVESTING ACTIVITIES

(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)

NET CASH FROM FINANCING ACTIVITIES

28,899,763

2,187,384

14,430,585

1,408,091

NET INCREASE/(DECREASE) IN CASH AND CASH


EQUIVALENTS/BALANCE CARRIED FORWARD

21,817,693

(32,622,380)

(240,667)

(973,025)

CASH FLOWS FROM FINANCING ACTIVITIES


Drawdown of bankers acceptances
Net drawdown of invoice nancing facility
Repayment of term loans
Proceeds from exercise of employees
share options
Proceeds from exercise of warrants
Purchase of treasury shares

The annexed notes form an integral part of these nancial statements.

Annual Report 2014

STATEMENTS OF CASH FLOWS


For the nancial year ended 30 June 2014 (contd)

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)

CASH AND CASH EQUIVALENTS


AT BEGINNING OF THE FINANCIAL YEAR

21,499,595

54,121,975

291,291

1,264,316

43,317,288

21,499,595

50,624

291,291

CASH AND CASH EQUIVALENTS


AT END OF THE FINANCIAL YEAR

42

The annexed notes form an integral part of these nancial statements.

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


52

For the nancial year ended 30 June 2014


1.

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

No. 1 & 1A, 2nd Floor (Room 2),


Jalan Ipoh Kecil,
50350 Kuala Lumpur.

Principal place of business

No. 61 & 63,


Jalan SS6/12, Kelana Jaya,
47301 Petaling Jaya, Selangor Darul Ehsan.

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

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


For the nancial year ended 30 June 2014 (contd)
3.

53

BASIS OF PREPARATION (CONTD)


3.1

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

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


54

For the nancial year ended 30 June 2014 (contd)


3.

BASIS OF PREPARATION (CONTD)


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 (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.

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


For the nancial year ended 30 June 2014 (contd)
4.

SIGNIFICANT ACCOUNTING POLICIES


4.1

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS


Estimates and judgements are continually evaluated by the directors and management and are based
on historical experience and other factors, including expectations of future events that are believed to
be reasonable under the circumstances. The estimates and judgements that affect the application of the
Groups accounting policies and disclosures, and have a signicant risk of causing a material adjustment to
the carrying amounts of assets, liabilities, income and expenses are discussed below:(a)

Depreciation of Property, Plant and Equipment


The estimates for the residual values, useful lives and related depreciation charges for the property,
plant and equipment are based on commercial factors which could change signicantly as a result
of technical innovations and competitors actions in response to the market conditions. The Group
anticipates that the residual values of its property, plant and equipment will be insignicant. As a
result, residual values are not being taken into consideration for the computation of the depreciable
amount. Changes in the expected level of usage and technological development could impact the
economic useful lives and the residual values of these assets, therefore future depreciation charges
could be revised.

(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

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


56

For the nancial year ended 30 June 2014 (contd)


4.

SIGNIFICANT ACCOUNTING POLICIES (CONTD)


4.1

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (CONTD)


(e)

Impairment of Trade and Other Receivables


An impairment loss is recognised when there is objective evidence that a nancial asset is impaired.
Management specically reviews its loans and receivables nancial assets and analyses historical bad
debts, customer concentrations, customer creditworthiness, current economic trends and changes
in the customer payment terms when making a judgment to evaluate the adequacy of the allowance
for impairment losses. Where there is objective evidence of impairment, the amount and timing of
future cash ows are estimated based on historical loss experience for assets with similar credit risk
characteristics. If the expectation is different from the estimation, such difference will impact the
carrying value of receivables.

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.

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


For the nancial year ended 30 June 2014 (contd)
4.

SIGNIFICANT ACCOUNTING POLICIES (CONTD)


4.1

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (CONTD)


(h)

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)

Impairment of Available-for-sale Financial Assets


The Group reviews its available-for-sale nancial assets at the end of each reporting period to assess
whether they are impaired. The Group also records impairment loss on available-for-sale equity
investments when there has been a signicant or prolonged decline in the fair value below their cost.
The determination of what is signicant or prolonged requires judgement. In making this judgement,
the Group evaluates, among other factors, historical share price movements and the duration and extent
to which the fair value of an investment is less than its cost.

(j)

Fair Value Estimates for Certain Financial Assets and Liabilities


The Group carries certain nancial assets and liabilities at fair value, which requires extensive use of
accounting estimates and judgement. While signicant components of fair value measurement were
determined using veriable objective evidence, the amount of changes in fair value would differ if the
Group uses different valuation methodologies. Any changes in fair value of these assets and liabilities
would affect prot and/or equity.

(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

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


58

For the nancial year ended 30 June 2014 (contd)


4.

SIGNIFICANT ACCOUNTING POLICIES (CONTD)


4.2

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.

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


For the nancial year ended 30 June 2014 (contd)
4.

SIGNIFICANT ACCOUNTING POLICIES (CONTD)


4.2

BASIS OF CONSOLIDATION (CONTD)


(c)

Changes In Ownership Interests In Subsidiaries Without Change of Control


All changes in the parents ownership interest in a subsidiary that do not result in a loss of control are
accounted for as equity transactions. Any difference between the amount by which the non-controlling
interest is adjusted and the fair value of consideration paid or received is recognised directly in equity
of the Group.

(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

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


60

For the nancial year ended 30 June 2014 (contd)


4.

SIGNIFICANT ACCOUNTING POLICIES (CONTD)


4.4

FUNCTIONAL AND FOREIGN CURRENCIES


(a)

Functional and Presentation Currency


The individual nancial statements of each entity in the Group are presented in the currency of the
primary economic environment in which the entity operates, which is the functional currency.
The consolidated nancial statements are presented in Ringgit Malaysia (RM), which is the
Companys functional and presentation currency.

(b)

Transactions and Balances


Transactions in foreign currencies are converted into the respective functional currencies on initial
recognition, using the exchange rates approximating those ruling at the transaction dates. Monetary
assets and liabilities at the end of the reporting period are translated at the rates ruling as of that date.
Non-monetary assets and liabilities are translated using exchange rates that existed when the values
were determined. All exchange differences are recognised in prot or loss.

(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.

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


For the nancial year ended 30 June 2014 (contd)
4.

SIGNIFICANT ACCOUNTING POLICIES (CONTD)


4.5

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)

Financial Assets at Fair Value through Prot or Loss


Financial assets are classied as nancial assets at fair value through prot or loss when the
nancial asset is either held for trading or is designated to eliminate or signicantly reduce a
measurement or recognition inconsistency that would otherwise arise.
Financial assets at fair value through prot or loss are stated at fair value, with any gains or losses
arising on remeasurement recognised in prot or loss. Dividend income from this category of
nancial assets is recognised in prot or loss when the Groups right to receive payment is
established.
Financial assets at fair value through prot or loss could be presented as current or non-current.
Financial assets that are held primarily for trading purposes are presented as current whereas
nancial assets that are not held primarily for trading purposes are presented as current or noncurrent based on the settlement date.

61

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


62

For the nancial year ended 30 June 2014 (contd)


4.

SIGNIFICANT ACCOUNTING POLICIES (CONTD)


4.5

FINANCIAL INSTRUMENTS (CONTD)


(a)

Financial Assets (contd)


(ii)

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)

Loans and Receivables Financial Assets


Trade receivables and other receivables that have xed or determinable payments that are not
quoted in an active market are classied as loans and receivables nancial assets. Loans and
receivables nancial assets are measured at amortised cost using the effective interest method,
less any impairment loss. Interest income is recognised by applying the effective interest rate,
except for short-term receivables when the recognition of interest would be immaterial.
Loans and receivables nancial assets are classied as current assets, except for those having
settlement dates later than 12 months after the reporting date which are classied as noncurrent assets.

(iv)

Available-for-sale Financial Assets


Available-for-sale nancial assets are non-derivative nancial assets that are designated in this
category or are not classied in any of the other categories.
After initial recognition, available-for-sale nancial assets are remeasured to their fair values
at the end of each reporting period. Gains and losses arising from changes in fair value are
recognised in other comprehensive income and accumulated in the fair value reserve, with
the exception of impairment losses. On derecognition, the cumulative gain or loss previously
accumulated in the fair value reserve is reclassied from equity into prot or loss.
Dividends on available-for-sale equity instruments are recognised in prot or loss when the
Groups right to receive payments is established.
Investments in equity instruments whose fair value cannot be reliably measured are measured at
cost less accumulated impairment losses, if any.
Available-for-sale nancial assets are classied as non-current assets unless they are expected
to be realised within 12 months after the reporting date.

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


For the nancial year ended 30 June 2014 (contd)
4.

SIGNIFICANT ACCOUNTING POLICIES (CONTD)


4.5

FINANCIAL INSTRUMENTS (CONTD)


(b)

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

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


64

For the nancial year ended 30 June 2014 (contd)


4.

SIGNIFICANT ACCOUNTING POLICIES (CONTD)


4.5

FINANCIAL INSTRUMENTS (CONTD)


(d)

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

PROPERTY, PLANT AND EQUIPMENT


Property, plant and equipment, other than freehold land, are stated at cost less accumulated depreciation
and impairment losses, if any. Freehold land is stated at cost less impairment losses, if any, and is not
depreciated.
Depreciation is charged to prot or loss (unless it is included in the carrying amount of another asset) on
the straight-line method to write off the depreciable amount of the assets over their estimated useful lives.
Depreciation of an asset does not cease when the asset becomes idle or is retired from active use unless
the asset is fully depreciated. The principal annual rates used for this purpose are:Buildings
Plant and machinery
Motor vehicles
Furniture, ttings and ofce equipment
Renovations
Land development, expenditure, sh pond and equipment

2%
10% - 20%
20%
10% - 50%
10%
10% - 25%

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


For the nancial year ended 30 June 2014 (contd)
4.

SIGNIFICANT ACCOUNTING POLICIES (CONTD)


4.7

PROPERTY, PLANT AND EQUIPMENT (CONTD)


The depreciation method, useful lives and residual values are reviewed, and adjusted if appropriate, at the
end of each reporting period to ensure that the amounts, method and periods of depreciation are consistent
with previous estimates and the expected pattern of consumption of the future economic benets embodied
in the items of the property, plant and equipment.
Subsequent costs are included in the assets carrying amount or recognised as a separate asset, as
appropriate, only when the cost is incurred and it is probable that the future economic benets associated
with the asset will ow to the Group and the cost of the asset can be measured reliably. The carrying
amount of parts that are replaced is derecognised. The costs of the day-to-day servicing of property,
plant and equipment are recognised in prot or loss as incurred. Cost also comprises the initial estimate
of dismantling and removing the asset and restoring the site on which it is located for which the Group is
obligated to incur when the asset is acquired, if applicable.
An item of property, plant and equipment is derecognised upon disposal or when no future economic
benets are expected from its use. Any gain or loss arising from derecognition of the asset is recognised in
prot or loss.

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

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


66

For the nancial year ended 30 June 2014 (contd)


4.

SIGNIFICANT ACCOUNTING POLICIES (CONTD)


4.9

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)

Impairment of Financial Assets


All nancial assets (other than those categorised at fair value through prot or loss), are assessed at
the end of each reporting period whether there is any objective evidence of impairment as a result of
one or more events having an impact on the estimated future cash ows of the asset. For an equity
instrument, a signicant or prolonged decline in the fair value below its cost is considered to be
objective evidence of impairment.
An impairment loss in respect of held-to-maturity investments and loans and receivables nancial
assets is recognised in prot or loss and is measured as the difference between the assets carrying
amount and the present value of estimated future cash ows, discounted at the nancial assets
original effective interest rate.
An impairment loss in respect of available-for-sale nancial assets is recognised in prot or loss and
is measured as the difference between its cost (net of any principal payment and amortisation) and its
current fair value, less any impairment loss previously recognised in the fair value reserve. In addition,
the cumulative loss recognised in other comprehensive income and accumulated in equity under fair
value reserve, is reclassied from equity to prot or loss.

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


For the nancial year ended 30 June 2014 (contd)
4.

SIGNIFICANT ACCOUNTING POLICIES (CONTD)


4.10 IMPAIRMENT (CONTD)
(a)

Impairment of Financial Assets (contd)


With the exception of available-for-sale equity instruments, if, in a subsequent period, the amount of
the impairment loss decreases and the decrease can be related objectively to an event occurring after
the impairment was recognised, the previously recognised impairment loss is reversed through prot or
loss to the extent that the carrying amount of the nancial asset at the date the impairment is reversed
does not exceed what the amortised cost would have been had the impairment not been recognised.
In respect of available-for-sale equity instruments, impairment losses previously recognised in prot
or loss are not reversed through prot or loss. Any increase in fair value subsequent to an impairment
loss made is recognised in other comprehensive income.

(b)

Impairment of Non-Financial Assets


The carrying values of assets, other than those to which MFRS 136 - Impairment of Assets does not
apply, are reviewed at the end of each reporting period for impairment when there is an indication that
the assets might be impaired. Impairment is measured by comparing the carrying values of the assets
with their recoverable amounts. The recoverable amount of the assets is the higher of the assets fair
value less costs to sell and their value in use, which is measured by reference to discounted future
cash ow.
An impairment loss is recognised in prot or loss immediately.
In respect of assets other than goodwill, and when there is a change in the estimates used to determine
the recoverable amount, a subsequent increase in the recoverable amount of an asset is treated as a
reversal of the previous impairment loss and is recognised to the extent of the carrying amount of the
asset that would have been determined (net of amortisation and depreciation) had no impairment loss
been recognised. The reversal is recognised in prot or loss immediately.

4.11 ADVANCE PAYMENTS MADE FOR PURCHASE OF TIMBER LOGS


Advance payments made for purchase of timber logs are treated as prepayments. The costs of timber
logs shall be deducted against prepayments on the basis of the volume of timber logs extracted during the
nancial year as a proportion of the total volume of timber logs extractable over the remaining period from
the timber concession area.

67

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


68

For the nancial year ended 30 June 2014 (contd)


4.

SIGNIFICANT ACCOUNTING POLICIES (CONTD)


4.12 INVENTORIES
Inventories are stated at the lower of cost and net realisable value. Inventories comprise costs associated
with the acquisition of land and all costs that are directly attributable to development activities or that can
be allocated on a reasonable basis to such activities.
Revenue is recognised only when it is probable that the economic benets associated with the inventories
will ow to the Company which is upon the Company transferring to the purchaser the control, signicant
risks and rewards of ownership of the completed development project units.
The inventories of the completed development project units whose revenue is recognised, is then recognised
in the prot or loss simultaneously as cost of sales in the prot or loss.
Any expected loss on a development project, including costs to be incurred over the defects liability
period, is recognised as liability and will only be expensed off upon the recognition of the revenue of the
development project.
The billings to purchasers are classied as third party receivables within trade receivables.
Net realisable value represents the estimated selling price less the estimated costs of completion and the
estimated costs necessary to make the sales.
4.13 BORROWING COSTS
Borrowing costs, directly attributable to the acquisition, construction or production of a qualifying asset, are
capitalised as part of the cost of those assets, until such time as the assets are ready for their intended use or
sale. Capitalisation of borrowing costs is suspended during extended periods in which active development
is interrupted.
All other borrowing costs are recognised in prot or loss as expenses in the period in which they are
incurred.
Investment income earned on the temporary investment of specic borrowing pending their expenditure on
qualifying assets is deducted from the borrowing costs eligible for capitalisation.

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


For the nancial year ended 30 June 2014 (contd)
4.

SIGNIFICANT ACCOUNTING POLICIES (CONTD)


4.14 INCOME TAXES
Income taxes for the year comprises current and deferred taxes.
Current tax is the expected amount of income taxes payable in respect of the taxable prot for the reporting
period and is measured using the tax rates that have been enacted or substantively enacted at the end of
the reporting period.
Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax
bases of assets and liabilities and their carrying amounts in the nancial statements.
Deferred tax liabilities are recognised for all taxable temporary differences other than those that arise
from goodwill or excess of the acquirers interest in the net fair value of the acquirees identiable assets,
liabilities and contingent liabilities over the business combination costs or from the initial recognition of an
asset or liability in a transaction which is not a business combination and at the time of the transaction,
affects neither accounting prot nor taxable prot.
Deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused
tax credits to the extent that it is probable that future taxable prots will be available against which the
deductible temporary differences, unused tax losses and unused tax credits can be utilised. The carrying
amounts of deferred tax assets are reviewed at the end of each reporting period and reduced to the extent
that it is no longer probable that sufcient future taxable prots will be available to allow all or part of the
deferred tax assets to be utilised.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period
when the asset is realised or the liability is settled, based on the tax rates that have been enacted or
substantively enacted at the end of the reporting period.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current
tax assets against current tax liabilities and when the deferred income taxes relate to the same taxation
authority.
Deferred tax relating to items recognised outside prot or loss is recognised outside prot or loss. Deferred
tax items are recognised in correlation to the underlying transactions either in other comprehensive income
or directly in equity and deferred tax arising from a business combination is included in the resulting goodwill
or excess of the acquirers interest in the net fair value of the acquirees identiable assets, liabilities and
contingent liabilities over the business combination costs.
4.15 CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash in hand, bank balances, demand deposits, bank overdrafts and
short-term, highly liquid investments that are readily convertible to known amounts of cash and which are
subject to an insignicant risk of changes in value with original maturity periods of three months or less.

69

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


70

For the nancial year ended 30 June 2014 (contd)


4.

SIGNIFICANT ACCOUNTING POLICIES (CONTD)


4.16 PROVISIONS
Provisions are recognised when the Group has a present obligation as a result of past events, when it is
probable that an outow of resources embodying economic benets will be required to settle the obligation,
and when a reliable estimate of the amount can be made. Provisions are reviewed at the end of each
reporting period and adjusted to reect the current best estimate. Where the effect of the time value of
money is material, the provision is the present value of the estimated expenditure required to settle the
obligation. The unwinding of the discount is recognised as interest expense in prot or loss.
4.17 EMPLOYEE BENEFITS
I

;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)

Share-based Payment Transactions


The Group Employee Share Option Scheme (ESOS), an equity-settled, share-based compensation
plan, allows the Groups employees to acquire ordinary shares of the Company. The total fair value
of share options granted to its directors and employees is recognised as an employee cost with a
corresponding increase in the share option reserve within the equity.
The equity amount is recognised in the share option reserve until the option is exercised, upon which
it will be transferred to share premium, or until the option expires, upon which it will be transferred
directly to retained prots.

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


For the nancial year ended 30 June 2014 (contd)
4.

SIGNIFICANT ACCOUNTING POLICIES (CONTD)


4.18 RELATED PARTIES
A party is related to an entity (referred to as the reporting entity) if:(a)

A person or a close member of that persons family is related to a reporting entity if that person:(i)
(ii)
(iii)

(b)

has control or joint control over the reporting entity;


has signicant inuence over the reporting entity; or
is a member of the key management personnel of the reporting entity or of a parent of the
reporting entity.

An entity is related to a reporting entity if any of the following conditions applies:(i)


(ii)
(iii)
(iv)
(v)

(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

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


72

For the nancial year ended 30 June 2014 (contd)


4.

SIGNIFICANT ACCOUNTING POLICIES (CONTD)


4.20 FAIR VALUE MEASUREMENTS
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date, regardless of whether that price is directly
observable or estimated using a valuation technique. The measurement assumes that the transaction takes
place either in the principal market or in the absence of a principal market, in the most advantageous
market. For non-nancial asset, the fair value measurement takes into account a markets participants
ability to generate economic benets by using the asset in its highest and best use or by selling it to another
market participant that would use the asset in its highest and best use. However, this basis does not apply
to share-based payment transactions.
For nancial reporting purposes, the fair value measurements are analysed into level 1 to level 3 as follows:Level 1:

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:

Inputs are unobservable inputs for the asset or liability.

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.

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


For the nancial year ended 30 June 2014 (contd)
4.

73

SIGNIFICANT ACCOUNTING POLICIES (CONTD)


4.21 REVENUE AND OTHER INCOME (CONTD)
(d)

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.

4.22 OPERATING SEGMENTS


An operating segment is a component of the Group that engages in business activities from which it may
earn revenues and incur expenses, including revenues and expenses that relate to transactions with any
of the Groups other components. An operating segments operating results are reviewed regularly by the
chief operating decision maker to make decisions about resources to be allocated to the segment and
assess its performance, and for which discrete nancial information is available.
5.

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

Accumulated impairment losses:At 1 July 2013/2012


Reversal during the nancial year
At 30 June 2014/2013

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


74

For the nancial year ended 30 June 2014 (contd)


5.

INVESTMENT IN SUBSIDIARIES (CONTD)


The details of the subsidiaries are as follows:Name of Company

Country of
Incorporation

Effective
Equity Interest
2014
2013
%
%

Principal Activities

Fajarbaru Builder Sdn. Bhd. (FBSB)

Malaysia

100

100

Provision of construction.

Fajarbaru Trading Sdn. Bhd.

Malaysia

100

100

Provision of trading of
construction materials.

Fajarbaru Properties Sdn. Bhd.


(FPSB) (formerly known as
Temasek Perkasa Sdn. Bhd.)

Malaysia

100

100

Investment holding and


provision of management
services to its subsidiary.

Potential Region Sdn. Bhd.

Malaysia

100

100

Property development.

Billion Variety Sdn. Bhd.


(BVSB)

Malaysia

51

Logging and trading of


timber.

Fajarbaru Land Sdn. Bhd. # ~

Malaysia

100

100

Property development.

Wajatex Sdn. Bhd. # +

Malaysia

100

100

Property development.

Renowaja Sdn. Bhd. #

Malaysia

100

100

Property development.

Fajarbaru-Beulah (Melbourne)
Pty Ltd (FBM) * #

Australia

51

Property development.

Smooth Accomplishment
Sdn. Bhd. (SASB) ^

Malaysia

51

Logging and trading of


timbers.

Notes:*
#
^
+
~
-

Not audited by Messrs. Crowe Horwath.


Interest held by FPSB.
Interest held by BVSB.
Interest held by FBSB in the previous nancial year.
Interest held by the Company in the previous nancial year.

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


For the nancial year ended 30 June 2014 (contd)
5.

75

INVESTMENT IN SUBSIDIARIES (CONTD)


(a)

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

Financial Period Ended 30 June


Loss for the nancial period/Total comprehensive
expenses attributable to non-controlling interests

(180,629)

Net cash for operating activities


Net cash for investing activities
Net cash from nancing activities

(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.

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


76

For the nancial year ended 30 June 2014 (contd)


6.

PROPERTY, PLANT AND EQUIPMENT

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)

Net Book Value


Freehold land
Buildings
Plant and machinery
Motor vehicles
Furniture, ttings and
ofce equipment
Renovations
Land development, expenditure,
sh pond and equipment

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

Net Book Value


Freehold land
Buildings
Plant and machinery
Motor vehicles
Furniture, ttings and ofce equipment
Renovations
Land development, expenditure,
sh pond and equipment

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

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


For the nancial year ended 30 June 2014 (contd)
6.

77

PROPERTY, PLANT AND EQUIPMENT (CONTD)


Accumulated Accumulated
At Cost Depreciation Impairment
RM
RM
RM

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.

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


78

For the nancial year ended 30 June 2014 (contd)


6.

PROPERTY, PLANT AND EQUIPMENT (CONTD)


(b)

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:-

Fish pond and equipment

8ZW\*MNWZM
Tax (PBT)
Margin
2014
55%


Growth Rate
2014

Discount Rate
(Pre-tax)
2014

11%

(i)

Budgeted PBT margin

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

No growth rate as the assets operate in full capacity in the nancial


budgets.

(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.

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


For the nancial year ended 30 June 2014 (contd)
7.

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:-

Accumulated impairment losses:At 1 July 2013/2012/


At 30 June 2014/2013

Approximate fair value:Investment property under construction, at cost


Leasehold land
Freehold land

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.

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


80

For the nancial year ended 30 June 2014 (contd)


8.

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

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


For the nancial year ended 30 June 2014 (contd)
10.

81

TRADE RECEIVABLES (CONTD)


The Group
2014
2013
RM
RM
Trade receivables

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

Imputed interest, at amortised cost:At 1 July 2013/2012


Addition during the nancial year
At 30 June 2014/2013
Allowance for impairment loss:-

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.

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


82

For the nancial year ended 30 June 2014 (contd)


11.

OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS

Note
Non-current portion:Other receivable
Prepayments

Current portion:Other receivables


Prepayments
Deposits
Advances to subcontractors

(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

Imputed interest, at amortised cost:At 1 July 2013/2012


Addition during the nancial year

(760,000)

At 30 June 2014/2013

(760,000)

(33,600)

(33,600)

3,525,131

2,863,121

Allowance for impairment loss:At 1 July 2013/2012/At 30 June 2014/2013

(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.

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


For the nancial year ended 30 June 2014 (contd)
12.

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

Property development costs are analysed as follows:Freehold land at cost


Development costs

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.

AMOUNTS OWING BY/(TO) CONTRACT CUSTOMERS


The Group
2014
2013
RM
RM
Contract costs incurred
Attributable prots

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)

Amount owing by contract customers


Amount owing to contract customers

43,476,408

12,872,808
58,354,795
(37,857,855) (14,878,387)
(24,985,047)

43,476,408

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


84

For the nancial year ended 30 June 2014 (contd)


13.

AMOUNTS OWING BY/(TO) CONTRACT CUSTOMERS (CONTD)


The amount of contract costs recognised as a project expense in the nancial year is as follows:
The Group
2014
2013
RM
RM
Project expenses

14.

229,252,950 171,909,501

AMOUNT OWING BY SUBSIDIARIES


The amount owing is non-trade in nature, unsecured, interest-free and repayable on demand. The amount owing
is to be settled in cash.

15.

DEPOSITS WITH FINANCIAL INSTITUTIONS


The Group
2014
2013
RM
RM
Deposits with:
- licensed banks
- licensed investment banks

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

Average maturity (days):


- 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.

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


For the nancial year ended 30 June 2014 (contd)
16.

CASH AND BANK BALANCES

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

Issued And Fully Paid-up


Ordinary shares of RM0.50 each:-

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


86

For the nancial year ended 30 June 2014 (contd)


17.

SHARE CAPITAL (CONTD)


During the nancial year, the Company increased its issued and paid-up share capital from RM95,845,889 to
RM110,152,370 by the issuance of:(a)

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.

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


For the nancial year ended 30 June 2014 (contd)
19.

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

At 30 June 2013/1 July 2013


Purchase of treasury shares

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.

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


88

For the nancial year ended 30 June 2014 (contd)


20.

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.

The movement of the warrants are as follows:The Group/The Company


2014
2013
2014
Number Of Warrants
RM
At 1 July 2013/2012
Exercised during the nancial year
Lapsed during the nancial year
At 30 June 2014/2013

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.

FAIR VALUE RESERVE


Fair value reserve represents the cumulative fair value changes of available-for-sale nancial assets until they are
disposed of or impaired.

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


For the nancial year ended 30 June 2014 (contd)
23.

89

EMPLOYEES SHARE OPTION RESERVE


The Group/The Company
2014
2013
2014
Number Of Share Options
RM
At 1 July 2013/2012
Granted during the nancial year
Exercised during the nancial year
Lapsed during the nancial year
At 30 June 2014/2013

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.

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


90

For the nancial year ended 30 June 2014 (contd)


23.

EMPLOYEES SHARE OPTION RESERVE (CONTD)


The salient features of the ESOS are as follows (Contd):(f)

Details of the share options are as follows:-

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

Exercisable as at 30 June 2013

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.

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


For the nancial year ended 30 June 2014 (contd)
23.

91

EMPLOYEES SHARE OPTION RESERVE (CONTD)


(g)

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

FOREIGN EXCHANGE TRANSLATION RESERVE


The foreign exchange translation reserve arose from the translation of the nancial statements of a foreign
subsidiary and is not distributable by way of dividends.

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.

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


92

For the nancial year ended 30 June 2014 (contd)


26.

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

Imputed interest, at amortised cost:At 1 July 2013/2012


Addition during the nancial year

(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

Current portion:Trade payables

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.

DEFERRED TAX LIABILITIES


The Group
2014
2013
RM
RM
At 1 July 2013/2012
Recognised in prot or loss (Note 39)

2,060,958
1,390,272

630,349
1,430,609

As at 30 June 2014/2013

3,451,230

2,060,958

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


For the nancial year ended 30 June 2014 (contd)
27.

93

DEFERRED TAX LIABILITIES (CONTD)


The components of the deferred tax liabilities and assets during the nancial year prior to offsetting are as
follows:The Group
2014
2013
RM
RM
Deferred tax liabilities:Investment properties
Accelerated capital allowances

Deferred tax assets:Unutilised tax losses


Others

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

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


94

For the nancial year ended 30 June 2014 (contd)


28.

TERM LOANS (CONTD)


The repayment terms of the term loans are as follows:-

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

The term loans are secured by:-

29.

(a)

legal charges over the freehold land of the Group as disclosed in Note 12;

(b)

corporate guarantee by the Company; and

(c)

xed deposits with licensed banks as disclosed in Note 15.

OTHER PAYABLES AND ACCRUALS

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.

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


For the nancial year ended 30 June 2014 (contd)
30.

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)

xed deposits with licensed banks as disclosed in Note 15; and

(b)

corporate guarantee by the Company.

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)

xed deposits with licensed banks as disclosed in Note 15, and

(c)

corporate guarantee by the Company.

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

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


96

For the nancial year ended 30 June 2014 (contd)


33.

COST OF FINISHED GOODS


Costs of nished goods comprise original costs of purchase plus the costs incurred in bringing the goods to the
present location.

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

Salaries, wages, bonus and allowances


Dened contribution plan
Share-based payment
Other staff related expenses

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

Less: Amount classied as project expenses

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.

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


For the nancial year ended 30 June 2014 (contd)
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).

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


98

For the nancial year ended 30 June 2014 (contd)


36.

DIRECTORS REMUNERATION (CONTD)


(b)

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

Executive directors:Below RM50,000


RM100,001 RM150,000
RM250,001 RM300,000
RM300,001 RM350,000
RM350,001 RM400,000
RM550,001 RM600,000

1
1
1

1
2
-

1
1
-

1
1
1
-

Non-executive directors:Below RM50,000


RM600,001 RM650,000

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

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


For the nancial year ended 30 June 2014 (contd)
38.

99

PROFIT/(LOSS) BEFORE TAXATION


Other than those disclosed elsewhere in the nancial statements the prot/(loss) before taxation is arrived at after
charging/(crediting):The Group
2014
2013
RM
RM
Auditors remuneration:
- audit fee:
- current nancial year
- (over)/underprovision in the previous nancial year
- other services
Equipment written off
Loss on disposal of a subsidiary
Rental of premises

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
-

INCOME TAX EXPENSE


The Group
2014
2013
RM
RM
Current tax expense:
- for the nancial year
- Under/(Over)provision in the previous nancial year

Deferred tax expense (Note 27):


- relating to originating and recognition of temporary
differences
- underprovision in the previous nancial year

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

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


100

For the nancial year ended 30 June 2014 (contd)


39.

INCOME TAX EXPENSE (CONTD)


A reconciliation of income tax expense applicable to the prot/(loss) before taxation at the statutory tax rates to
income tax expense at the effective tax rate of the Group and of the Company is as follows:The Group
2014
2013
RM
RM

The Company
2014
2013
RM
RM

Prot/(Loss) before taxation

4,794,112

5,692,651

(379,981)

217,749

Tax at the statutory tax rate of 25%

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

Tax effects of:Non-deductible expenses


Non-taxable gains
Deferred tax assets not recognised
during the nancial year
Utilisation of deferred tax assets
previously not recognised
Under/(Over)provision in the previous nancial year
- current tax
- deferred tax
Income tax expense for the nancial year

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

Deferred tax liability:


- accelerated capital allowances

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

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


For the nancial year ended 30 June 2014 (contd)
40.

101

EARNINGS PER SHARE


The Group
2014
2013
Basic earnings per share
Prot attributable to owners of the Company (RM)

Weighted average number of ordinary shares in issue


for basic earnings per share
Effects of dilution:
- conversion of warrants
- employees share options
Weighted average number of ordinary shares for
diluted earnings per share computation

Basic earnings per ordinary share attributable to


owners of the Company (sen)

Diluted earnings per ordinary share attributable to


owners of the Company (sen)

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.

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


102

For the nancial year ended 30 June 2014 (contd)


41.

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)

Net identiable assets and liabilities

789,429

789,429

Less: Non-controlling interests proportionate


share of the acquirees net identiable assets

(386,820)

Groups interest in fair value of net identiable assets


Goodwill on acquisition

402,609
5,391

Fair value of consideration transferred

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

Net cash outow on acquisition

(407,948)

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


For the nancial year ended 30 June 2014 (contd)
41.

103

ACQUISITION OF SUBSIDIARIES (CONTD)


On 14 April 2014, BVSB acquired 100% of the equity interest in SASB. Upon the acquisition, SASB became a
wholly-owned subsidiary of BVSB and the Company held the effective equity interest of 51% in SASB. SASB
was incorporated as a private company limited by shares in Malaysia pursuant to the Companies Act 1965 on 14
October 2013. SASB is principally involved in the businesses of logging and trading of timber.
The fair values of the identiable asset and liability of the SASB at the date of acquisition were as follows:Preacquisition
Fair Recognised
carrying
value
values on
amount adjustments acquisition
RM
RM
RM
Bank balance
Other payables
Net identiable asset and liability

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:-

Fair value of the consideration transferred


Less: Bank balance of subsidiary acquired
Net cash inow on acquisition

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.

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


104

For the nancial year ended 30 June 2014 (contd)


42.

CASH AND CASH EQUIVALENTS


For the purpose of the statements of cash ows, cash and cash equivalents comprise the following:The Group
2014
2013
RM
RM
Deposits with nancial institutions (Note 15)
Cash and bank balances (Note 16)

Less: Deposits pledged to licensed banks

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

RELATED PARTY DISCLOSURES


(a)

Identities of related parties


In addition to the information detailed elsewhere in the nancial statements, the Group has related party
relationships with its directors, key management personnel and entities within the same group of companies.

(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
-

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


For the nancial year ended 30 June 2014 (contd)
43.

105

RELATED PARTY DISCLOSURES (CONTD)


(c)

Key management personnel compensation


The Group
2014
2013
RM
RM
Short-term employee benets:
- salaries, wages, allowances and bonus
- dened contribution plan
- share-based payment
- other staff related expenses

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
-

FOREIGN EXCHANGE RATE


The principal closing foreign exchange rate used (expressed on the basis of one unit of foreign currency to RM
equivalent) for the translation of foreign currency balance at the end of the reporting period is as follows:The Group
2014
2013
Australian Dollar
United States Dollar

3.02
3.21

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


106

For the nancial year ended 30 June 2014 (contd)


45.

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)

Investment holding - involved in group-level corporate services.

(ii)

Property development - involved in development of commercial and residential properties.

(iii)

Construction - involved as general contractors in the construction industry.

(iv)

Trading - involved in trading of construction materials.

(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)

Allocation basis and transfer pricing


Segments results, assets and liabilities include items directly attributable to a segment as well as those that
can be allocated on a reasonable basis.
The directors are of the opinion that transfer prices between business segments are based on negotiated
prices. Segment revenue, expenses and results include transfers between business segments. These
transfer are eliminated on consolidation.

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

219,259,273 26,909,414 165,519,997

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

OPERATING SEGMENT (CONTD)

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

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS

For the nancial year ended 30 June 2014 (contd)

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

82,681,156 106,838,417 15,023,451

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

OPERATING SEGMENT (CONTD)

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.

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS

For the nancial year ended 30 June 2014 (contd)

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


For the nancial year ended 30 June 2014 (contd)
45.

109

OPERATING SEGMENT (CONTD)


(a)

Inter-segment revenues are eliminated on consolidation.

(b)

Non-cash income consist of the following:The Group


2014
2013
RM
RM
Imputed interest on trade payables

(c)

269,723

264,726

Non-cash expenses consist of the following:The Group


2014
2013
RM
RM
Grant of employees share option
Imputed interest on:
- trade receivables
- other receivable
Equipment written off

(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)

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


110

For the nancial year ended 30 June 2014 (contd)


45.

OPERATING SEGMENT (CONTD)


(e)

Additions to non-current assets consist of the following:The Group


2014
2013
RM
RM
Freehold land
Buildings
Plant and machinery
Motor vehicles
Furniture, ttings and ofce equipment
Renovations
Land development expenditure, sh pond and equipment

(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)

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


For the nancial year ended 30 June 2014 (contd)
45.

111

OPERATING SEGMENT (CONTD)


GEOGRAPHICAL INFORMATION
The Group operates predominantly in Malaysia. Accordingly, the information by geographical segment is not
presented.
MAJOR CUSTOMERS
The following are major customers with revenue equal to or more than 10% of the Group revenue:Revenue

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.

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


112

For the nancial year ended 30 June 2014 (contd)


47.

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)

Foreign Currency Risk


The Group is exposed to foreign currency risk on transaction and balances that are denominated
in foreign currency. The currency giving rise to this risk United States Dollar (USD). Foreign
currency risk is monitored closely on an ongoing basis to ensure that the exposure is kept at an
acceptable level.
The Group exposure to foreign currency is as follows:USD
RM
The Group
2014
Financial Liability
Trade payable/Currency exposure

(3,373,004)

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


For the nancial year ended 30 June 2014 (contd)
47.

113

FINANCIAL INSTRUMENTS (CONTD)


47.1 FINANCIAL RISK MANAGEMENT POLICIES (Contd)
(a)

Market Risk (Contd)


(i)

Foreign Currency Risk (Contd)


Foreign currency risk sensitivity analysis
The following table detail the sensitivity analysis to a reasonable possible change in the foreign
currency as at the end of the reporting period, with all other variable held constant:The Group
2014
RM

-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)

Interest Rate Risk


Interest rate risk is the risk that the fair value or future cash ows of a nancial instrument will
uctuate because of changes in market interest rates. The Groups exposure to interest rate risk
arises mainly from interest-bearing nancial assets and liabilities. The Groups policy is to obtain
the most favourable interest rates available. Any surplus funds of the Group will be placed with
licensed nancial institutions to generate interest income.
Information relating to the Groups exposure to the interest rate risk of the nancial liabilities is
disclosed in Note 47.1(c) to the nancial statements.
The following table details the sensitivity analysis to a reasonably possible change in the interest
rates at the end of the reporting period, with all other variables held constant:The Group
2014
2013
RM
RM
-NNMK\[7V8ZW\4W[[
After Taxation/Equity
Increase of 100 basis points
Decrease of 100 basis points

(631,000)
631,000

(487,000)
487,000

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


114

For the nancial year ended 30 June 2014 (contd)


47.

FINANCIAL INSTRUMENTS (CONTD)


47.1 FINANCIAL RISK MANAGEMENT POLICIES (CONTD)
(a)

Market Risk (Contd)


(iii)

Equity Price Risk


The Groups principal exposure to equity price risk arises mainly from changes in quoted
investment prices. The Group manages its exposure to equity price risk by maintaining a portfolio
of equities with different risk proles.
Equity price risk sensitivity analysis
The following table details the sensitivity analysis to a reasonably possible change in the prices of
the quoted investments at the end of the reporting period, with all other variables held constant:The Group
2014
2013
RM
RM
Effects On Equity
Increase of 10%
Decrease of 10%

(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.

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


For the nancial year ended 30 June 2014 (contd)
47.

115

FINANCIAL INSTRUMENTS (CONTD)


47.1 FINANCIAL RISK MANAGEMENT POLICIES (CONTD)
(b)

Credit Risk (Contd)


(i)

Credit risk concentration prole


The Groups major concentration of credit risk relates to the trade receivables at the end of the
reporting period is as follows:-

Major concentration of credit risk


Number of customers

(ii)

2014

2013

66%
3

83%
5

Exposure to credit risk


As the Group does not hold any collateral, the maximum exposure to credit risk is represented
by the carrying amount of the nancial assets as at the end of the reporting period.
The Group does not have exposure to international credit risk as the entire trade receivables are
concentrated in Malaysia.

(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

Not past due

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

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


116

For the nancial year ended 30 June 2014 (contd)


47.

FINANCIAL INSTRUMENTS (CONTD)


47.1 FINANCIAL RISK MANAGEMENT POLICIES (CONTD)
(b)

Credit Risk (Contd)


(iii)

Ageing analysis (Contd)


The ageing analysis of the Groups trade receivables (after discounting expected future cash
ows) as at end of the reporting period is as follows (Contd):Gross
Amount
RM

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.

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


For the nancial year ended 30 June 2014 (contd)
47.

117

FINANCIAL INSTRUMENTS (CONTD)


47.1 FINANCIAL RISK MANAGEMENT POLICIES (CONTD)
(c)

Liquidity Risk (Contd)


The following table sets out the maturity prole of the nancial liabilities as at the end of the reporting
period based on contractual undiscounted cash ows (including interest payments computed using
contractual rates or, if oating, based on the rates at the end of the reporting period):Weighted
Average
Effective
Rate
%

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

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


118

For the nancial year ended 30 June 2014 (contd)


47.

FINANCIAL INSTRUMENTS (CONTD)


47.1 FINANCIAL RISK MANAGEMENT POLICIES (CONTD)
(c)

Liquidity Risk (Contd)


Contractual
Carrying Undiscounted
Amount Cash Flows
RM
RM

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.

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


For the nancial year ended 30 June 2014 (contd)
47.

119

FINANCIAL INSTRUMENTS (CONTD)


47.2 CAPITAL RISK MANAGEMENT (CONTD)
The debt-to-equity ratio of the Group as at the end of the reporting period was as follows:The Group
2014
2013
RM
RM
Bankers acceptances
Invoice nancing
Term loans

15,981,000
4,249,693
42,897,778

Less: Deposits with nancial institutions (Note 15)


Less: Cash and bank balances (Note 16)

63,128,471
48,659,293
(24,924,446) (19,351,954)
(32,829,360) (16,191,220)

Net debt

Total equity attributable to the owners of the Company

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.

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


120

For the nancial year ended 30 June 2014 (contd)


47.

FINANCIAL INSTRUMENTS (CONTD)


47.3 CLASSIFICATION OF FINANCIAL INSTRUMENTS
The Group
2014
2013
RM
RM

The Company
2014
2013
RM
RM

Financial assets
Available-for-sale nancial asset
Investments securities

Loans and receivables nancial assets


Trade receivables
Other receivables and deposits
Amount owing by contract customers
Amount owing by subsidiaries
Deposits with nancial institutions
Cash and bank balances

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.

47.4 FAIR VALUE INFORMATION

FINANCIAL INSTRUMENTS (CONTD)

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS

For the nancial year ended 30 June 2014 (contd)

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

47.4 FAIR VALUE INFORMATION (CONTD)

FINANCIAL INSTRUMENTS (CONTD)

122

47.

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS

For the nancial year ended 30 June 2014 (contd)

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)

The signicant events during/subsequent to the nancial year are as follows:-

Fair Value Of
Financial Instruments
Not Carried At Fair Value
Level 1
Level 2
Level 3
RM
RM
RM

SIGNIFICANT EVENTS DURING/SUBSEQUENT TO THE FINANCIAL YEAR

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

47.4 FAIR VALUE INFORMATION (CONTD)

FINANCIAL INSTRUMENTS (CONTD)

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS

For the nancial year ended 30 June 2014 (contd)

123

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


124

For the nancial year ended 30 June 2014 (contd)


49.

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

Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


For the nancial year ended 30 June 2014 (contd)
50.

125

SUPPLEMENTARY INFORMATION - DISCLOSURE OF REALISED AND UNREALISED PROFITS/(LOSSES)


The breakdown of the retained prots of the Group and of the Company as at the end of the reporting period into
realised and unrealised prots/(losses) are presented in accordance with the directive issued by Bursa Malaysia
Securities Berhad and prepared 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, as follows:The Group
2014
2013
RM
RM

The Company
2014
2013
RM
RM

Total retained prots


- realised
- unrealised

71,567,884
(3,451,230)

67,199,263
(2,060,958)

38,089,484
-

38,402,799
-

Less: Consolidation adjustments

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

Annual Report 2014

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

Lot 7496, Mukim


Labu, Seremban,
Negeri Sembilan.

Freehold

N/A

Vacant Land
-(acquired in
May 1995)

2,227

360

Lot 7695, Pekan


Lukut, Port Dickson,
Negeri Sembilan.

Freehold

N/A

Vacant Land
-(acquired in
Feb 2010)

984

297

Lot 7716, Pekan


Lukut, Port Dickson,
Negeri Sembilan.

Freehold

N/A

Vacant Land
-(acquired in
Feb 2010)

446

134

Lot 7406, Pekan


Lukut, Port Dickson,
Negeri Sembilan.

Freehold

N/A

Vacant Land
-(acquired in
Feb 2010)

353

84

Lot 7426, Pekan


Lukut, Port Dickson,
Negeri Sembilan.

Freehold

N/A

Vacant Land
-(acquired in
Feb 2010)

372

88

Lot 7357, Pekan


Lukut, Port Dickson,
Negeri Sembilan.

Freehold

N/A

Vacant Land
-(acquired in
Feb 2010)

280

66

Lot 7715, Pekan


Lukut, Port Dickson,
Negeri Sembilan.

Freehold

N/A

Vacant Land
-(acquired in
Dec 2010)

446

134

61 & 63, Jalan


SS6/12, Kelana
Jaya, 47301
Petaling Jaya,
Selangor.

Freehold

16

4 Storey Shop Lot


-(acquired in
Oct 2005)

374

2,241

59, Jalan SS6/12,


Kelana Jaya, 47301
Petaling Jaya,
Selangor.

Freehold

16

4 Storey Shop Lot


-(acquired in
Oct 2013)

187

1,389

Annual Report 2014

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

1 lot 4.33 acres


commercial land
Lot 8038 (PT3223)
-(acquired in
June 1994)

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

Annual Report 2014

LIST OF PROPERTIES
128

30 June 2014 (contd)

Owned by:
Renowaja
Sdn Bhd

Tenure
Existing
Use

Age of
Building
(Years)

Lot 104, Pulau


Melaka Town Area
XLIII, District of
Melaka Tengah,
State of Melaka.

99 years
leasehold
expiring
31.08. 2109

N/A

Lot 105, Pulau


Melaka Town Area
XLIII, District of
Melaka Tengah,
State of Melaka.

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

Geran 5441, Lot


76, Seksyen 76,
Bandar Kuala
Lumpur Daerah
Kuala Lumpur
Negeri Wilayah
Persekutuan

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

ORCHARD HOMESTEAD LOTS


*

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).

Annual Report 2014

ANALYSIS OF SHAREHOLDINGS
As at 29 October 2014

129

LIST OF DIRECTORS SHAREHOLDINGS (as per Record of Register of Directors Shareholdings)


Directors
Dato Sri Ir. Kuan Peng Ching @ Kuan Peng Soon
Ooi Leng Chooi
Dato Low Keng Kok
Dato Ismail Bin Haji Omar
Foong Kuan Ming
Wong Chee Heng
Zahedi Bin Mohd Zain

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.

LIST OF SUBSTANTIAL SHAREHOLDERS (as per Record of Register of Substantial Shareholders)


Substantial Shareholders
Dato Sri Ir. Kuan Peng Ching @ Kuan Peng Soon
Big Victory Holdings Sdn. Bhd.
Lembaga Tabung Haji
Numina Gem Sdn. Bhd.
Ho Shau Kian
Datin Lai Mooi Far
Winnie Lim Lee Chuen

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.

ANALYSIS OF SIZE OF SHAREHOLDINGS AS AT 29 OCTOBER 2014


Size of
Shareholdings

No. of
% of
Shareholders Shareholders

No. of
Share held

% of
Share held

Less than 100


100 1,000
1,001 10,000
10,001 100,000
100,001 to less than 5% of issued shares
5% and above of issued shares

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

Annual Report 2014

LIST OF THIRTY (30) LARGEST ACCOUNTHOLDERS


130

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.

CIMSEC NOMINEES (ASING) SDN BHD


EXEMPT AN FOR CIMB SECURITIES (SINGAPORE) PTE LTD (RETAIL CLIENTS)
CIMSEC NOMINEES (TEMPATAN) SDN BHD
CIMB BANK FOR KUAN PENG CHING @ KUAN PENG SOON (MM1076)
RHB NOMINEES (TEMPATAN) SDN BHD
PLEDGED SECURITIES ACCOUNT FOR
BIG VICTORY HOLDINGS SDN BHD
LEMBAGA TABUNG HAJI
CIMSEC NOMINEES (TEMPATAN) SDN BHD
CIMB FOR MODERN DISCOVERY SDN BHD (PB)
RHB NOMINEES (ASING) SDN BHD
DMG & PARTNERS SECURITIES PTE LTD FOR
SHINING VICTORY GLOBAL LTD (93819)
LAI HONG MUN
MAYBANK NOMINEES (TEMPATAN) SDN BHD
PLEDGED SECURITIES ACCOUNT FOR NG TONG HAI
CIMSEC NOMINEES (TEMPATAN) SDN BHD
CIMB FOR UNIQUE BAY SDN. BHD. (PB)
KENANGA NOMINEES (TEMPATAN) SDN BHD
PLEDGED SECURITIES ACCOUNT FOR LAI MOOI FAR (010)
AMSEC NOMINEES (TEMPATAN) SDN BHD
PLEDGED SECURITIES ACCOUNT FOR NUMINA GEM SDN BHD
PUBLIC NOMINEES (TEMPATAN) SDN BHD
PLEDGED SECURITIES ACCOUNT FOR KONG WAI YEE (E-TCS)
CIMSEC NOMINEES (TEMPATAN) SDN BHD
CIMB BANK FOR MAK NGIA NGIA @ MAK YOKE LUM (MM0749)
PM NOMINEES (TEMPATAN) SDN BHD
PLEDGED SECURITIES ACCOUNT FOR CHAN KUANG (D)
TOP FUTURE HOLDINGS SDN BHD
NG WAI YUAN
CHOONG YEAN YAW
ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD
PLEDGED SECURITIES ACCOUNT FOR YAP CHEE KHENG (8055840)
KOH LOK KIANG WILLIAM
AMSEC NOMINEES (TEMPATAN) SDN BHD
PLEDGED SECURITIES ACCOUNT AMBANK (M) BERHAD FOR LIM AH CHAP (SMART)
HLIB NOMINEES (TEMPATAN) SDN BHD
PLEDGED SECURITIES ACCOUNT FOR YONG YEOW WAH (MG0231-019)
TA NOMINEES (TEMPATAN) SDN BHD
PLEDGED SECURITIES ACCOUNT FOR MAK NGIA NGIA @ MAK YOKE LUM
LAI HONG LEONG
AMSEC NOMINEES (TEMPATAN) SDN BHD
PLEDGED SECURITIES ACCOUNT FOR BRIGHT MEMORY SDN BHD
CHONG YING CHOY
WONG PUAY CHEN
CHAN CHUI KUAN
MAK NGIA NGIA @ MAK YOKE LUM
EVERGREEN 2000 SDN BHD
TEO AH SENG

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

Annual Report 2014

STATISTICS ON WARRANT HOLDINGS


As at 29 October 2014

131

Types of securities : Warrant 2014/2019


Date of Expiry

: 24 September 2019

Voting Rights

: One (1) vote per warrant in respect of a meeting of warrant holders

LIST OF DIRECTORS WARRANT HOLDINGS


(as per Record of Register of Directors Warrant Holdings)
Directors
Dato Sri Ir. Kuan Peng Ching @ Kuan Peng Soon
Ooi Leng Chooi
Dato Low Keng Kok
Dato Ismail Bin Haji Omar
Foong Kuan Ming
Wong Chee Heng
Zahedi Bin Mohd Zain

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
-

DISTRIBUTION OF WARRANT HOLDINGS AS AT 29 OCTOBER 2014


Size of Warrant Holdings

Less than 100


100 1,000
1,001 10,000
10,001 100,000
100,001 to less than 5% of issued shares
5% and above of issued shares
TOTAL

Annual Report 2014

LIST OF THIRTY (30) LARGEST WARRANT HOLDERS


132

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.

CIMSEC NOMINEES (ASING) SDN BHD


EXEMPT AN FOR CIMB SECURITIES (SINGAPORE) PTE LTD (RETAIL CLIENTS)
CIMSEC NOMINEES (TEMPATAN) SDN BHD
CIMB BANK FOR KUAN PENG CHING @ KUAN PENG SOON (MM1076)
LEMBAGA TABUNG HAJI
KENANGA NOMINEES (TEMPATAN) SDN BHD
PLEDGED SECURITIES ACCOUNT FOR GAN BOON GUAT (028)
RHB NOMINEES (ASING) SDN BHD
DMG & PARTNERS SECURITIES PTE LTD FOR
SHINING VICTORY GLOBAL LTD (93819)
NG WAI YUAN
SEIK THYE KONG
MAYBANK NOMINEES (TEMPATAN) SDN BHD
PLEDGED SECURITIES ACCOUNT FOR NG TONG HAI
ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD
PLEDGED SECURITIES ACCOUNT FOR YAP CHEE KHENG (8055840)
CIMSEC NOMINEES (TEMPATAN) SDN BHD
CIMB FOR UNIQUE BAY SDN. BHD. (PB)
CIMSEC NOMINEES (TEMPATAN) SDN BHD
CIMB BANK FOR MAK NGIA NGIA @ MAK YOKE LUM (MM0749)
KENANGA NOMINEES (TEMPATAN) SDN BHD
PLEDGED SECURITIES ACCOUNT FOR LAI MOOI FAR (010)
CIMSEC NOMINEES (TEMPATAN) SDN BHD
CIMB FOR MODERN DISCOVERY SDN BHD (PB)
WONG PUAY CHEN
AMSEC NOMINEES (TEMPATAN) SDN BHD
PLEDGED SECURITIES ACCOUNT FOR NUMINA GEM SDN BHD
PUBLIC NOMINEES (TEMPATAN) SDN BHD
PLEDGED SECURITIES ACCOUNT FOR KONG WAI YEE (E-TCS)
TOP FUTURE HOLDINGS SDN BHD
TEO AH SENG
ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD
PLEDGED SECURITIES ACCOUNT FOR LIM PANG KIAM (8085241)
KOH SONG HO
THEANG KOK KEONG
TEO HOCK MENG
UOB KAY HIAN NOMINEES (TEMPATAN) SDN BHD
PLEDGED SECURITIES ACCOUNT FOR SER YU BENG
HLIB NOMINEES (TEMPATAN) SDN BHD
PLEDGED SECURITIES ACCOUNT FOR LIM WEI YUEN
MAK NGIA NGIA @ MAK YOKE LUM
LOW SAY SIM
ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD
PLEDGED SECURITIES ACCOUNT FOR LOH TECK WAH (8090542)
YAU SIEW FUN
AMSEC NOMINEES (TEMPATAN) SDN BHD
PLEDGED SECURITIES ACCOUNT AMBANK (M) BERHAD FOR LIM AH CHAP (SMART)
LAI HONG LEONG

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

FAJARBARU BUILDER GROUP BHD (281645-U)

No. of
Shares held
CDS
Account No.

Form Of Proxy
I/We
(Full name in block letters)

of
(Address)

being a member of FAJARBARU BUILDER GROUP BHD, hereby appoint


(Full name in block letters)

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

To receive the Audited Financial Statements and Reports


To re-elect Dato Sri Ir. Kuan Peng Ching @ Kuan Peng Soon
To re-elect Mr. Wong Chee Heng
To re-appoint Dato Ismail Bin Haji Omar
To approve the payment of Directors fees
To re-appoint Auditors
To approve the Continuation in office as Independent Director
To approve the Authority to Issue Shares
To approve the Proposed Renewal of Share Buy-Back Authority

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

The Company Secretary

FAJARBARU BUILDER GROUP BHD


No. 1 & 1A,
2nd Floor (Room 2),
Jalan Ipoh Kecil,
50350 Kuala Lumpur.

No. 61 & 63, Jalan SS6/12,


Kelana Jaya,
47301 Petaling Jaya,
Selangor Darul Ehsan,
Malaysia.
Tel: +603-7804 9698 (Hunting Line)
Fax: +603-7804 3698 / 7804 4849

www.fb.com.my

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