annual report 2014 FINAL CD BURN - Delloyd · PDF fileRequirements of Bursa Malaysia Securities Berhad, the ﬁ nancial statement have been prepared in accordance with the applicable

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DIRECTORS’ RESPONSIBILITY STATEMENT

GROUP’S FINANCIAL HIGHLIGHTS

CORPORATE STRUCTURE

CORPORATE INFORMATION

BOARD OF DIRECTORS’ PROFILE

CALENDAR OF EVENTS 2013/2014

NOTICE OF ANNUAL GENERAL MEETING

STATEMENT OF CORPORATE GOVERNANCE

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

AUDIT COMMITTEE REPORT

FINANCIAL STATEMENTS

ANALYSIS OF SHAREHOLDINGS

PROPERTIES OWNED BY THE GROUP

FORM OF PROXY

CHAIRMAN’S STATEMENT

annual report 2014 DELLOYD VENTURES BERHAD

The Directors are required by the Companies Act, 1965 (the “Act”) to prepare fi nancial statements for each fi nancial year which give a true and fair view of the state of affairs of the Group and of the Company and their results and cash fl ows for the fi nancial year. As required by the Act and the Listing Requirements of Bursa Malaysia Securities Berhad, the fi nancial statement have been prepared in accordance with the applicable approved accounting standards in Malaysia and provisions of the Act. Following discussions with the external auditors, the Directors consider that the Company uses appropriate accounting policies that are consistently applied and supported by reasonable as well as prudent judgments and estimates.

The Directors are responsible for ensuring that the Group and the Company keep proper accounting records which disclose with reasonable accuracy at any time the fi nancial position of the Group and the Company and to enable them to ensure that fi nancial statements comply with the Act.

The Directors have a general responsibility for taking such steps that are reasonably available to them to safeguard the assets of the Group and of the Company and to prevent and detect fraud and other irregularities.

DELLOYD VENTURES BERHAD annual report 2014

DIRECTORS’ RESPONSIBILITY STATEMENT


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(15 months) 2009 2011 2012 RM’000 RM’000 RM’000 INCOME STATEMENT Revenue 286,271 510,319 466,218Profi t Before Taxation 44,217 84,858 54,953 Profi t Attributable To Shareholders 33,824 58,910 39,364 Statement of Financial Position Issued And Paid Up Capital, net of treasury shares * 87,819 90,679 95,982 Shareholders’ Funds 309,507 367,121 398,807 Total Assets 504,284 563,094 584,789 Per Share Data (sen)

Net Earnings Per Share (EPS) # 38.5 65.0 41.0 Net Assets Per Share 352.0 390.0 411.0 Dividend Per Share 6.0 18.0 12.0

* For the purpose of calculating EPS # Earnings per share is calculated based on the weighted average number of ordinary shares

2013 RM’000

424,674 43,566 32,929

96,895 418,235

561,943

34.0 432.0

10.0

2014 RM’000

411,224 35,796 27,432

96,718 433,092 584,035

28.4 448.0

8.0


GROUP’S FINANCIAL HIGHLIGHTS

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2009 2011 2012 2013 2014

Revenue ( RM Million )

286.3

510.3466.2

424.7 411.2

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100

120

2009 2011 2012 2013 2014

Profit Before Taxation ( RM Million )

44.2

84.9

55.0

43.635.8

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600

2009 2011 2012 2013 2014

Net Assets Per Share ( Sen )

352390

411 432 448

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60

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120

2009 2011 2012 2013 2014

EPS ( Sen )

38.5

65.0

41.034.0

28.4

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90% DELLOYD PLANTATION SDN BHD 60% PT REBINMAS JAYA

100% ATOZ MOTOR MARKETING SDN BHD 100% ATOZ MOTOR SERVICES SDN BHD 100% VANTAGE SPEED SDN BHD100% MAGNAVISION (M) SDN BHD100% DELLOYD CORPORATION SDN BHD 90% PT ASIAN AUTO INTERNATIONAL

100% DELLOYD AUTO PARTS (M) SDN BHD100% DELLOYD R&D (M) SDN BHD 100% DELLOYD AUTO PARTS MFG SDN BHD 100% DELLOYD ELECTRONICS (M) SDN BHD 40% BROSE DELLOYD AUTOMOTIVE CO., LTD. 30% ICHIKOH (MALAYSIA) SDN BHD 21% PT JFD INDONESIA 7.5% PT JIDECO INDONESIA100% DELLOYD INDUSTRIES (M) SDN BHD 100% DELLOYD INDUSTRIES (THAILAND) CO., LTD 100% GMI MOULD INDUSTRIES SDN BHD 90% DELLOYD-TIMS (THAILAND) CO., LTD 49% PT MURAKAMI DELLOYD INDONESIA 21% AUTOPARTS NETWORKS ALLIANCES SDN BHD

100% DELLOYD (MALAYSIA) SDN BHD 100% DELLOYD MANAGEMENT SERVICES (M) SDN BHD100% DELLOYD INFOCOMM SDN BHD 97.5% PREMIER ASIAN AUTO PUBLICATIONS (M) SDN BHD 40% INTELLI-TELEMATICS ASIA SDN BHD

PLANTATION

AUTOMOTIVE

VEHICLE DISTRIBUTION

90% DELLOYD PLANTATION SDN BHD 60% PT REBINMAS JAYA

100% DELLOYD (MALAYSIA) SDN BHD 100% DELLOYD MANAGEMENT SERVICES (M) SDN BHD100% DELLOYD INFOCOMM SDN BHD 97.5% PREMIER ASIAN AUTO PUBLICATIONS (M) SDN BHD 40% INTELLI-TELEMATICS ASIA SDN BHD

100% DELLOYD AUTO PARTS (M) SDN BHD100% DELLOYD R&D (M) SDN BHD 100% DELLOYD AUTO PARTS MFG SDN BHD 100% DELLOYD ELECTRONICS (M) SDN BHD 40% BROSE DELLOYD AUTOMOTIVE CO., LTD. 30% ICHIKOH (MALAYSIA) SDN BHD 21% PT JFD INDONESIA 7.5% PT JIDECO INDONESIA100% DELLOYD INDUSTRIES (M) SDN BHD 100% DELLOYD INDUSTRIES (THAILAND) CO., LTD 100% GMI MOULD INDUSTRIES SDN BHD 90% DELLOYD-TIMS (THAILAND) CO., LTD 49% PT MURAKAMI DELLOYD INDONESIA 21% AUTOPARTS NETWORKS ALLIANCES SDN BHD

100% ATOZ MOTOR MARKETING SDN BHD 100% ATOZ MOTOR SERVICES SDN BHD 100% VANTAGE SPEED SDN BHD100% MAGNAVISION (M) SDN BHD100% DELLOYD CORPORATION SDN BHD 90% PT ASIAN AUTO INTERNATIONAL

CORPORATE STRUCTURE

OTHERS


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CORPORATE INFORMATION

BOARD OF DIRECTORS

General Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd)

Chairman,Independent Non-Executive Director

Dato’ Sri Tee Boon KeeGroup Managing Director

Dato’ Leon Tee Wee LengDeputy Group Managing Director

Dato’ Ir Haji Noor Azmi Bin Jaafar Executive Director

Datin Sri Chung Geok SiewExecutive Director

Dato’ Tee Boon KeatExecutive Director

Chung Chee Sun Non-Independent Non-Executive Director

Dato’ Dr. M SHANmughalingamIndependent Non-Executive Director

Dato’ Eow Kwan HoongIndependent Non-Executive Director

SECRETARIES

Ng Say OrYew Ing Chuo

AUDIT COMMITTEE

Dato’ Eow Kwan HoongChairman

General Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd)Dato’ Dr M SHANmughalingam

REMUNERATION COMMITTEE

Dato’ Dr. M SHANmughalingamChairman

Dato’ Eow Kwan HoongDato’ Sri Tee Boon Kee

NOMINATION COMMITTEE

General Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd)

Chairman

Dato’ Dr M SHANmughalingam,Dato’ Eow Kwan Hoong

REGISTERED OFFICE

52A, Lebuh Enggang, 41150 KlangSelangor Darul EhsanTel : (03) 3343 7145Fax : (03) 3343 3296

AUDITORS

Crowe HorwathKuala Lumpur OfficeChartered Accountants

REGISTRAR

Bina Management (M) Sdn BhdLot 10, The Highway Centre, Jalan 51/20546050 Petaling Jaya, Selangor Darul EhsanTel : (03) 7784 3922Fax : (03) 7784 1988

STOCK EXCHANGE LISTING

Bursa MalaysiaMain MarketStock Code : 6505

PRINCIPAL BANKERS

HSBC Bank Malaysia BerhadRHB Bank BerhadHong Leong Bank BerhadOCBC Bank (Malaysia) Berhad

SOLICITORS

J. M. Chong, Vincent Chee and CoLee, Perara & Tan

MANAGEMENT TEAM


Dato’ Leon Tee Wee LengDeputy Group Managing Director

Dato’ Ir Haji Noor Azmi Bin JaafarManaging Director Automotive Group

Datin Sri Chung Geok SiewGroup Finance Director

Dato’ Tee Boon KeatExecutive DirectorCEO - Delloyd Auto Parts (M) Sdn Bhd

Chua Soo SeongDeputy CEO / Director of Manufacturing

Chan Yoke Hoong Chief Financial Officer

Gan Nean Paul Director of Business Development Automotive Group

Mustaffa Bin Haji Bakar Director of Engineering & Quality Automotive Group

Lawrence Chong Kin Min Director of Group Purchasing

Badrol Hisham Bin Jeran Chief Operating Officer Delloyd Industries (M) Sdn Bhd Tay Koh Heng Chief Operating Officer Delloyd Auto Parts Mfg Sdn Bhd

Tee Choon KuanChief Operating OfficerDelloyd Electronics (M) Sdn Bhd Jessica Tho Lai Foong General Manager Group Finance & Accounts

Hasbullah Bin Abdul Rahman General Manager Delloyd R&D (M) Sdn Bhd

Tsuneo Matsunaga Advisor - Business DevelopmentAutomotive Group

Chang Poh Meng General Manager - Estate Division PT Rebinmas Jaya, Indonesia

Kong Kam SangAdvisor - Oil Mill DivisionPT Rebinmas Jaya, Indonesia

5

GENERAL TAN SRI (DR) MOHAMED HASHIM BIN MOHD ALI (RTD)CHAIRMANINDEPENDENT NON-EXECUTIVE DIRECTOR

DATO’ SRI TEE BOON KEEGROUP MANAGING DIRECTOR

General Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd), aged 79, a Malaysian, was appointed an Independent Non-Executive Director and Chairman of Delloyd Ventures Berhad (DVB) on 6 August 1996. He is also the Chairman of the Nomination Committee and sits on the Audit Committee of the Board.

He holds a Diploma in Advance Business Management from Harvard Business School. He was conferred the Honorary Doctorate by the University of Salford, United Kingdom in 1999 and the Honorary Doctorate by the Malaysian National Defence University in October 2012. He is a member of the Selangor Royal Court (Ahli Dewan DiRaja Selangor) since 1 January 2005.

Prior to his entry into the corporate world, General Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd) was the Chief of Defence Forces in the Malaysian Armed Forces where he chalked up 40 years of dedicated service. During his tenure in the Malaysian Armed Forces, he had initiated the re-organisation and modernisation of the Army.

He is the Chairman of Ajinomoto (Malaysia) Berhad, Country Heights Holdings Berhad, Chiyoda (M) Sdn Bhd, Yokogawa Kontrol (M) Sdn Bhd, Dibena Enterprise Sdn Bhd, Datasonic Group Bhd and National Aerospace & Defence Industries Sdn Bhd. He is currently the Chairman of the South East Asian Association of Glutamate Science (“SEAAGS”). The member countries are Thailand, Indonesia, Philippines, Vietnam and Malaysia. He is also on the Board of Institute of Strategic and International Studies (ISIS) as well as some other private companies.

He has no family relationship with any directors and/or major shareholders of DVB nor any personal interest in any business arrangement involving the Company. He has not been convicted of any offences within the past 10 years.

Dato’ Sri Tee Boon Kee aged 60, a Malaysian is the Group Managing Director of Delloyd Ventures Berhad. He was appointed to the Board on 6 August 1996 and sits on the ESOS and the Remuneration Committees of the Board.

Dato’ Sri Tee is a businessman by profession and co-founder of the DVB Group. The fi rst company founded by him was Delloyd Auto Parts (M) Sdn Bhd in 1984, which specializes in importing and distributing of automotive parts and accessories in Malaysia. Whilst in the midst of establishing a market niche in Malaysia, he had also set up Delloyd (Malaysia) Sdn Bhd in 1987 to undertake direct exports of replacement equipment/accessories parts. He formed Delloyd Industries (M) Sdn Bhd and Delloyd Auto Parts Mfg Sdn Bhd to produce OEM and replacement equipment/accessories parts in 1989 and 1990 respectively. He also possesses in-depth knowledge and experience in the other major sectors of the Group’s business viz. the motor vehicles and oil palm plantation sectors.

He is the spouse of Datin Sri Chung Geok Siew, an Executive Director of the Group. His son, Dato’ Leon Tee Wee Leng and brother, Dato’ Tee Boon Keat, are also members of the Board.

He is deemed interested in certain related party transactions of a revenue or trading nature which are necessary for the day-to-day operations of the Group as disclosed on page 105 to 108 of the Annual Report. He has not been convicted of any offences within the past 10 years.


BOARD OF DIRECTORS’ PROFILE6


Dato’ Leon Tee Wee Leng aged 36, a Malaysian, was appointed to the Board on 29 May 2013. He has been designated Deputy Group Managing Director of Delloyd Ventures Berhad.

Dato’ Leon Tee graduated with a Bachelor of Commerce degree from Monash University Clayton, Australia.

He joined Delloyd Group in 2003 as Manager in charge of Business Development and subsequently became the Deputy CEO of Corporate and Business Development in 2008.

He assists the Group Managing Director to oversee the Group’s local and overseas business development in the automotive components and oil palm plantations sectors.

His father, Dato’ Sri Tee Boon Kee and mother, Datin Sri Chung Geok Siew are both members of the Board.


DATO’ LEON TEE WEE LENG DEPUTY GROUP MANAGING DIRECTOR

Dato’ Ir. Haji Noor Azmi Bin Jaafar aged 58, a Malaysian is an Executive Director of Delloyd Ventures Berhad. He was appointed to the Board on 6 August 1996 and sits on the ESOS Committee of the Board. He graduated from UiTM with Diploma in Mechanical Engineering and a Bachelor of Science in Mechanical Engineering. Subsequently, he obtained a Master of Science in Mechanical Engineering from University of Miami, USA. He is a member of the Institution of Engineers Malaysia (MIEM) and a registered Professional Engineer (P. Eng) with the Board of Engineer, Malaysia.

Dato’ Ir. Haji Noor Azmi started his career in 1979 as a lecturer in the Faculty of Mechanical Engineering, UiTM and his last position at UiTM was Head of Thermodynamics and Heat Transfer Division. In 1984, he joined PROTON (Perusahaan Otomobil Nasional Berhad) and assumed various capacities in Quality Control, Local Content, Localisation, Warranty & Technical Services and Procurement & Vendor Development. After seven and half years with PROTON, he joined Delloyd Industries (M) Sdn Bhd as Director and Advisor to the Managing Director. He was appointed Manufacturing Director in 1995 and with effect from August 2008 was appointed Chief

Executive Offi cer of the Group’s automotive components division, and redesignated Managing Director with effect from 1 April 2013. This division comprises main subsidiaries including Delloyd Industries (M) Sdn Bhd, Delloyd Electronics (M) Sdn Bhd, Delloyd Auto Parts Mfg Sdn Bhd, Delloyd (Malaysia) Sdn Bhd, Delloyd R&D (M) Sdn Bhd and other overseas operations.

Dato’ Ir. Haji Noor Azmi is an academic advisor to the Faculty of Mechanical Engineering UiTM, Faculty of Mechanical Engineering for Doctor and Master of Philosophy Programme for UTM Razak School of Engineering and Advanced Technology, Faculty of Mechanical Engineering Politeknik Sultan Salahuddin Abdul Aziz Shah, Shah Alam, Faculty of Mechanical Engineering UniMalaysia Pahang and School of Manufacturing Engineering University Malaysia Perlis (Uni MAP). He is also a Treasurer of the Engineering Faculty Alumni Association (EFAA) – UiTM.

Since May 27, 2011, Dato’ Ir. Haji Noor Azmi has been the President of Proton Vendors Association.

He has no family relationship with any directors and/or major shareholders of DVB. He has not been convicted of any offences within the past 10 years.

DATO’ IR HAJI NOOR AZMI BIN JAAFAREXECUTIVE DIRECTOR

BOARD OF DIRECTORS’ PROFILE 7

Chung Chee Sun, aged 59, a Malaysian is a Non-Independent & Non-Executive Director of Delloyd Ventures Berhad. He was appointed to the Board on 6 August 1996 and is the brother of Datin Sri Chung Geok Siew.

Mr. Chung is one of the founding members of the DVB Group. He has been with the Group since the inception of Delloyd Auto Parts (M) Sdn Bhd in 1984. He has vast experience in the operation of plastic injection machines and mould management. On 27 August 2008, Mr Chung was redesignated as non-independent and non-executive director.


Dato’ Tee Boon Keat aged 50, a Malaysian is Executive Director of Delloyd Ventures Berhad. He was appointed to the Board on 6 August 1996 and is the brother of Dato’ Sri Tee Boon Kee.

Dato’ Tee is a businessman by profession and has vast experience in the management of the automotive accessories business. He is the Chief Executive Offi cer of Delloyd Auto Parts (M) Sdn Bhd. His main responsibility is to oversee the company’s local and export sales activities.


CHUNG CHEE SUNNON-INDEPENDENT NON-EXECUTIVE DIRECTOR

DATO’ TEE BOON KEATEXECUTIVE DIRECTOR

Datin Sri Chung Geok Siew aged 61, a Malaysian is an Executive Director of Delloyd Ventures Berhad. She was appointed to the Board on 6 August 1996 and sits on the ESOS Committee of the Board.

Datin Sri Chung is one of the founding members of the DVB Group. She has been with the Group since the inception of Delloyd Auto Parts (M) Sdn Bhd in 1984. She holds the position of Group Finance Director primarily responsible for the fi nance, administration, purchasing and human resources functions of the Group. She has garnered wide experience in the fi nancial and administrative aspects of the Group’s automotive components business as well as its oil palm plantations business.

She is the spouse of Dato’ Sri Tee Boon Kee, Group Managing Director. Her son, Dato’ Leon Tee Wee Leng and her brother, Chung Chee Sun, are also members of the Board.

She is deemed interested in certain related party transactions of a revenue or trading nature which are necessary for the day-to-day operations of the Group as disclosed on page 105 to 108 of the Annual Report. She has not been convicted of any offences within the past 10 years.

DATIN SRI CHUNG GEOK SIEWEXECUTIVE DIRECTOR


BOARD OF DIRECTORS’ PROFILE8

Dato’ Dr. M SHAN aged 74, a Malaysian, was appointed an Independent Non-Executive Director of Delloyd Ventures Berhad (DVB) on 6 August 1996. He is Chairman of the Remuneration Committee and also sits on the Audit and Nomination Committees of the Board. He obtained his Doctorate of Philosophy in Economics and Government from Oxford University, UK, Masters degree in Economics and Government from Harvard University, USA and Bachelor of Arts (Honours) degree in Economics from Univ. of Malaya. He is a Fellow of the Economic Development Institute, World Bank, USA.

From 1962 to 1978 he served the Treasury, Ministry of Finance, his last post being Deputy Secretary (Economic) and from 1979 to 1991 in PETRONAS (Petroleum Nasional Bhd) his last post being General Manager. From 1992 to 1996 he was Managing Director of Sri Inderajaya Sdn Bhd, the holding company of GEC Malaysia Sdn Bhd.

He is now Managing Director of Trilogic Sdn Bhd, an investment holding company since 1996. He is Adviser, Hextar Holdings Bhd. He sits on the Board of Trustees of the Malaysian Institute of Economic Research (MIER), the advisory panel to Asian Strategy and Leadership Institute (ASLI) and of the boards of non-listed companies.

He was a Director of Edaran Otomobil Nasional Berhad (EON) and Chairman of its Remuneration Committee, PBA Holdings Bhd and Mamee-Double Decker (M) Bhd all listed on the Main Board. He was also on the Board

of CIMB (Commerce International Merchant Bankers) (L) Ltd, CIMB Discount House Bhd, CIMB Securities Sdn Bhd, MIDF Aberdeen Asset Management Sdn Bhd, and Malaysian International Merchant Bankers Berhad (MIMB), a subsidiary of MIDF and an associate of Barclays Bank Group, UK. He was on the Committee of the Malaysian Administrative and Diplomatic Service (P.T.D.) Alumni Association, on the Board of the VIOBA Foundation and Chairman, Scholarship Committee and on the Board of Selectors, Rhodes scholarship to Oxford University.

Dato’ Dr. M SHAN represented Malaysia at international conferences of the ADB (Asian Development Bank), the Commonwealth, IMF (the International Monetary Fund), OPEC (the Organisation of Petroleum Exporting Countries), the United Nations and the World Bank. He was the Chairman and lead speaker at several sittings of PECC (Pacifi c Economic Co-operation Conference). On invitation by the Kennedy School of Government, Harvard University and the Harvard Institute for International Development, USA, he helped in the design of a new Executive Programme for Leaders in Development : Managing Economic and Political Reform for Harvard University.


Dato’ Eow Kwan Hoong aged 61, a Malaysian was appointed an Independent Non-Executive Director of Delloyd Ventures Berhad (DVB) on 22nd May 2001. He is the Chairman of the Audit Committee, and also sits on the ESOS, Nomination and Remuneration Committees of the Board.

Dato’ Eow is a member of the Malaysian Institute of Accountants and a Fellow member of the Chartered Institute of Management Accountants (CIMA), United Kingdom. In 2013, he was elected by CIMA members in South East Asia to serve as a Council member of CIMA UK for a three year term.

He joined the Lion Group as an Accounts Manager in 1982. After serving the Group for 17 years and holding the post of Group Chief Accountant, he left in April 1998 to join IRIS Corporation Berhad as the Chief Operating Offi cer. Currently, he sits on the Board of IRIS Corporation Berhad and Main Board public listed company Versatile Creative Berhad. In addition, he also sits on the Boards of Lion Forest Industries Berhad, Lion AMB Resources Berhad and several Malaysian private limited companies.


DATO’ EOW KWAN HOONGINDEPENDENT NON-EXECUTIVE DIRECTOR

DATO’ DR M SHANMUGHALINGAMINDEPENDENT NON-EXECUTIVE DIRECTOR


BOARD OF DIRECTORS’ PROFILE 9

18/10/13 Payment of final single tier dividend of 5 sen per share for the financial year ended 31 March 2013.

06/12/13Signing of Joint Venture & Shareholder’s Agreement between Delloyd Industries (M) Sdn Bhd & TIMS Technology (Thailand) Co., Ltd in Ayutthaya, Thailand.

17/12/13 Award presentation to vendors by Group Purchasing in recognition of their good performance and support.

24/12/13 Annual blood donation campaign amongst staff to replenish Klang General Hospital’s blood bank.

13/11/13Malaysian Society of Occupational Safety and Health accorded Delloyd Industries (M) Sdn Bhd (Gold) and Delloyd Electronics (M) Sdn Bhd and Delloyd Auto Parts Mfg Sdn Bhd (both Silver) awards for having good safety and health programmes.

19/11/13Delloyd Industries (M) Sdn Bhd awarded the Excellent Delivery Vendor 2013 & 20 Years Excellent Contribution & Partnership by Perodua.

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12/09/1317th Annual General Meeting at Kota Permai Golf and Country Club, Shah Alam, Selangor Darul Ehsan.

09

10

2013

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10


CALENDAR OF EVENTS

10/01/14 Delloyd Group of Companies Annual Dinner. 28/03/14

Payment of first interim single tier dividend of 3 sen per share for the financial year ending 31 March 2014.

20/05/14 Delloyd Auto Parts Mfg Sdn Bhd awarded Certificate of Appreciation 2013 by Toyota Boshoku UMW Sdn Bhd in recognition of its commitment towards 381A Model Development.

29/05/14Team FIKIR of Delloyd Industries (M) Sdn Bhd Tg Malim awarded Gold Award during ICC Regional Convention by MPC.

12/06/14 Delloyd Industries (M) Sdn Bhd presented a Certificate of CCCF 2013 (Safety Practice) by Toyota Suppliers Club and UMW Toyota Motor Sdn Bhd.

07/07/14 Launching of Safety Awareness Campaign.

14/03/14 Delloyd Industries (M) Sdn Bhd recognized as Best Delivery Performance in 2013 by Isuzu Hicom Malaysia Sdn Bhd.

20/03/14 Team FIKIR of Delloyd Industries (M) Sdn Bhd Tg Malim awarded Gold and ICC Muda Award during Mini Konvensyen Team Excellent Wilayah Tengah by Malaysia Productivity Corporation (MPC).

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Dear Shareholders,

On behalf of the Board of Directors, I am pleased to present the Annual Report and Audited Financial Statements of Delloyd Ventures Berhad for the fi nancial year ended 31 March 2014.

Economic LandscapeThe global economy is expected to be on a path of moderate recovery amidst a volatile economic backdrop. In the major advanced economies, broader signs of improvements have emerged. The Asian economies have continued to experience sustained growth although growth in domestic demand in some economies are showing signs of moderation. The Malaysian economy is expected to grow at a slightly stronger pace of 5% to 5.5% in 2014. Although some degree of uncertainty exists in the global environment due to the volatility of capital fl ows associated with the possibility or reduced global liquidity, Malaysia’s external sector is expected to improve.

For the Malaysian economy, domestic demand will remain supportive of growth. While domestic demand is expected to moderate following the ongoing fi scal consolidation, the external sector is expected to benefi t from the improving global conditions. The growth momentum is therefore expected to remain on a steady trajectory.

Bagi pihak Lembaga Pengarah, saya dengan sukacitanya membentangkan Laporan Tahunan dan Penyata Kewangan Beraudit Delloyd Ventures Berhad bagi tahun kewangan berakhir 31 Mac 2014.

Lanskap EkonomiEkonomi global dijangka pulih pada kadar sederhana dalam keadaan yang ekonomi tidak menentu sekarang ini. Di kuasa ekonomi yang lebih besar tanda-tanda pemulihan kelihatan lebih jelas. Ekonomi Asia terus kekal berkembang walaupun pertumbuhan dalam permintaan domestik disesetengah kawasan ekonomi hanya pada kadar sederhana. Ekonomi Malaysia adalah dijangka meningkat dengan lebih kukuh iaitu 5% kepada 5.5% pada 2014. Sungguhpun terdapat sedikit ketidaktentuan dalam persekitaran global disebabkan ketidakstabilan aliran kapital serta kemungkinan pengurangan dalam cairan global, sektor luaran Malaysia dijangka lebih baik.

Bagi ekonomi Malaysia, permintaan domestik masih menjadi tunjang pertumbuhan yang utama. Disamping permintaan domestik dijangka sederhana berikutan penyatuan kewangan yang berterusan, sektor luaran dijangka akan memperolehi faedah dari keadaan global yang lebih baik. Pergerakan dalam pertumbuhan ini dijangka kekal pada lengkungan yang stabil.



CHAIRMAN’S STATEMENT 13

Financial Review For the fi nancial year ended 31 March 2014, the Group’s consolidated revenue reached RM411.2 million and posted a profi t before tax of RM35.8 million, representing a 3.2% and 17.8% decrease in revenue and pre-tax earnings respectively compared to the preceding year.

Earnings per share stood at 28 sen (2013 : 34 sen) and Net assets per share was RM4.48 (2013 : RM4.32). Shareholders’ funds increased to RM433.1 million (2013 : RM418.2 million). The Group’s fi nancial liquidity remained healthy with positive cash infl ow of RM14.0 million for FY2014 (2013 : RM7.2 mil).

The year’s revenue and earnings were largely contributed by the two major segments, namely, the automotive components and the oil palm plantations segments. The automotive components segment contributed 61.2% and 59.1%, and the plantations segment contributed 26.6% and 40.7% to the Group’s revenue and profi t before tax respectively.

The performance of the Group during the year was signifi cantly impacted by the weakening of the Indonesian Rupiah against the US Dollar and the Malaysian Ringgit resulting in substantial unrealised loss on foreign exchange.

DividendOn 27 February 2014, the Board declared a single tier interim dividend of 3 sen per share totalling RM2.9 million which was paid out on 28 March 2014.

The Board has recommended a fi nal single tier dividend of 5 sen per share for the fi nancial year ended 31 March 2014 subject to the shareholders‘ approval at the forthcoming AGM.

Business ReviewGenerally, 2013 had been a good year for the Malaysian automotive industry. The Total Industry Volume had once again exceeded the 600,000 mark, making it four consecutive years in a row that the TIV breached the 600,000 mark.

The automotive industry’s good performance is mainly attributed to the country’s economy and stable employment environment. With the launch of several new and affordable models, aggressive sales promotion and campaigns, competition amongst the carmakers was further intensifi ed. However, market response had been favourable. The Group’s automotive component segment had also benefi tted from this positive albeit competitive environment.

The Board notes that the Group’s automotive segment performed satisfactorily. However, revenue from this segment was lower and this was mainly due to the disposal of a controlling interest in an Indonesian subsidiary in the preceding year. Although TIV has been encouraging, the operational profi t margin for the Group’s automotive segment has been on a declining trend. This segment is constantly affected by pressures on selling prices as competition amongst component manufacturers grew more intense.

Tinjauan KewanganBagi tahun kewangan berakhir 31 Mac 2014, perolehan Kumpulan keseluruhannya mencecah RM411.2 juta dan mencatatkan keuntungan sebelum cukai sebanyak RM35.8 juta, iaitu 3.2% dan 17.8% lebih rendah berbanding tahun sebelumnya.

Pendapatan sesaham adalah pada 28 sen (2013 : 34 sen) dan aset Bersih sesaham adalah RM4.48 (2013 : RM4.32). Dana Pemengang-pemegang saham meningkat kepada RM433.1 juta (2013 : RM418.2 juta). Aliran kewangan Kumpulan kekal kukuh dengan aliran tunai masuk yang positif sebanyak RM14.0 juta pada 2014 (2013 :RM7.2 juta).

Perolehan dan pendapatan tahunan adalah sebahagian besarnya dari dua segmen utama iaitu, komponen automotif dan perladangan kelapa sawit. Segmen komponen automotif menyumbangkan perolehan sebanyak 61.2% dan keuntungan sebelum cukai sebanyak 59.1%, manakala perladangan kelapa sawit pula menyumbangkan perolehan sebanyak 26.6% dan keuntungan sebelum cukai sebanyak 40.7% kepada Kumpulan.

Prestasi Kumpulan pada tahun ini sangat terkesan disebabkan oleh nilai Rupiah Indonesia yang lemah berbanding Dollar Amerika dan Ringgit Malaysia menyebabkan penyusutan dalam pertukaran wang asing.

DividenPada 27 Februari 2014, pihak Lembaga mengisytiharkan dividen interim satu peringkat sebanyak 3 sen sesaham melibatkan jumlah sebanyak RM2.9juta yang telah dibayar pada 28 Mac 2014.

Pihak Lembaga mencadangkan dividen akhir satu peringkat sebanyak 5 sen sesaham untuk tahun kewangan berakhir 31 Mac 2014 bergantung kepada kelulusan pemegang-pemegang saham pada Mesyuarat Agung Tahunan akan datang.

Tinjauan PerniagaanUmumnya, tahun 2013 merupakan tahun yang baik bagi industri automotif Malaysia. Jumlah Keseluruhan Industri sekali lagi mencecah aras lebih 600,000, menjadikan ia pencapaian empat tahun berturut-turut mencecah aras 600,000.

Prestasi baik industri automotif merupakan penyumbang kepada ekonomi Negara dan persekitaran pekerjaan yang stabil. Dengan pelancaran beberapa model baru dan mampu milik, promosi jualan dan kempen-kempen yang agresif, persaingan antara pengilang-pengilang kereta lebih intensif. Walaupun begitu, maklumbalas pasaran sangat menggalakkan. Segmen komponen automotif Kumpulan juga telah mendapat faedah dari persekitaran kompetitif yang positif ini.

Lembaga Pengarah memahami bahawa prestasi segmen automotif Kumpulan adalah memuaskan. Walau bagaimanapun, perolehan dari segmen ini menurun disebabkan oleh pelupusan pegangan dalam anak syarikat di Indonesia pada tahun sebelumnya. Walaupun Jumlah Keseluruhan Industri (TIV) begitu menggalakkan, julat keuntungan operasi bagi segmen automotif Kumpulan merosot. Segmen ini terkesan oleh tekanan harga jualan dari persaingan dikalangan pengilang-pengilang komponen yang meningkat.


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The Group’s plantation segment recorded a satisfactory revenue amounting to RM109.5 million. Both the Sungai Rambai and Pulau Belitung plantations contributed positively to the year’s performance. However, the segment’s pre-tax earnings of RM15.3 million was severely eroded by unrealized foreign exchange loss of RM10.3 million.

The oil mill in the Belitung plantations is also steadily increasing its CPO production. With the increase in FFB production and outside fruits purchased, the oil mill will continue to gradually enhance the sector’s profi tability.

Notwithstanding the steadily increasing FFB output from the Indonesian estates due to higher proportion of hectarage reaching maturity, the Group’s plantation segment continues to face challenges given the prevailing fl uctuations in foreign exchange rates of the Indonesian Rupiah and the increasing cost of production in Indonesia mainly due to increasing labour cost and additional cost to be incurred to improve poor soil condition.

Corporate Social ResponsibilityIncorporating Corporate Social Responsibility (CSR) into the Group’s annual programmes has always been an on-going practice. The Group believes it is vital to improve the conditions surrounding our stakeholders, employees, community and environment as a responsible corporate member of the community and the society at large.

Our CSR covers key areas such as occupational health and safety, employee welfare and development, community welfare, environmental preservation and education and training.

Employees‘ safety are of prime importance to us. We have in place a comprehensive set of procedures and policies relating to occupational safety, emergency preparedness and the control of health and safety hazards and other workplace risks. These stringent controls in all areas of our operations are never compromised.

In keeping with tradition, our CSR initiatives are extended to the less fortunate. Towards this end, we make cash contributions periodically to various education, social and welfare needs of the community.

Outlook for 2014/15Going forward, we believe that the recovery of the global economy in 2014 will continue to be moderate and volatile. For the Malaysian economy, the growth momentum in 2014 is expected to continue amid better performance of the external sector. Domestic demand, however, is expected to moderate refl ecting the ongoing public sector consolidation including subsidy rationalization measures.

Furthermore, rising costs of living and the spillover effects of subsidy rationalization on the prices of other goods and services resulting in infl ation will likely see dampened consumers’ sentiment for spending on big ticket items such as new motor vehicles. The impending implementation of the Goods & Services Tax (GST) scheduled for April 2015 on passenger cars coupled with further rationalization on fuel


Segmen perladangan Kumpulan merekodkan perolehan yang memuaskan berjumlah RM109.5 juta. Kedua-dua ladang Sungai Rambai dan Pulau Belitung merupakan penyumbang kepada prestasi positif tahun ini. Walaubagaimanapun pendapatan sebelum cukai sebanyak RM15.3 juta menyusut disebabkan kehilangan dalam pertukaran wang asing sebanyak RM10.3 juta.

Kilang minyak sawit di Ladang Belitung juga meningkatkan pengeluaran Minyak Sawit Mentah (CPO). Dengan peningkatan pengeluaran Buah Tandan Bersih (FFB) dan buah yang dibeli dari luar, Kilang minyak sawit akan terus mengukuhkan keuntungan sektor ini.

Walapun peningkatan yang baik dalam pengeluaran Buah Tandan Bersih (FFB) dari estet di Indonesia disebabkan jumlah keluasan hektar yang mencapai tahap matang adalah tinggi, segmen perladangan Kumpulan terus menghadapi cabaran dari tukaran matawang asing bagi Rupiah Indonesia dan peningkatan kos pengeluaran di Indonesia disebabkan peningkatan kos buruh dan kos tambahan bagi memperbaiki keadaan tanah .

Tanggungjawab Sosial KorporatPerlaksanaan Tanggungjawab Sosial Korporat dalam program tahunan Kumpulan merupakan usaha yang berterusan. Kumpulan percaya kepada pentingnya untuk memperbaiki keadaan disekeliling pemegang-pemegang saham, pekerja-pekerja, masyarakat setempat dan persekitaran sebagai ahli korporat yang bertanggungjawab terhadap masyarakat setempat dan masyarakat keseluruhannya.

Tanggungjawab Sosial Korporat kami merangkumi beberapa perkara utama seperti kesihatan dan keselamatan pekerjaan, kebajikan dan pembangunan pekerja, kebajikan masyarakat setempat, pemeliharaan persekitaran serta pelajaran dan latihan.

Keselamatan pekerja adalah keutamaan kami. Syarikat telah menyediakan polisi dan prosedur yang menyeluruh berkaitan Keselamatan di tempat kerja, persedian menghadapi kecemasan dan pengawalan bahaya-bahaya dan risiko-risiko kesihatan dan keselamatan di tempat kerja. Kawalan yang menyeluruh dilakukan di semua kawasan operasi syarikat tanpa kompromi.

Disamping itu, secara tradisinya, inisiatif Tangungjawab Sosial Korporat syarikat juga kepada mereka yang kurang bernasib baik. Setakat ini, syarikat telah menyumbangkan wang tunai secara berterusan kepada pelbagai institusi pendidikan serta badan-badan sosial dan kebajikan masyarakat.

Tinjauan bagi 2014/15Melihat kehadapan, kami percaya bahawa pemulihan ekonomi global pada 2014 akan terus sederhana dan tidak stabil. Bagi ekonomi Malaysia, pergerakan pertumbuhan dalam 2014 dijangka terus dalam prestasi yang baik bagi sektorluaran. Permintaan domestik, walaubagaimanapun dijangka akan sederhana berikutan penyatuan sektor awam termasuk langkah-langkah penyeragaman subsidi.

Tambahan pula, kos sara hidup yang meningkat dan kesan dari penyeragaman subsidi ke atas harga barangan dan perkhidmatan mengakibatkan infl asi yang akan mengetatkan perbelanjaan pengguna terhadap barangan bernilai tinggi seperti kenderaan baru. Cadangan perlaksanaan cukai barangan dan perkhidmatan (GST) yang dijadualkan pada


15



April 2015 terhadap kereta penumpang serta penyeragaman subsidi bahanapi adalah merupakan faktor tambahan yang akan mengurangkan permintaan pengguna terhadap kenderaan-kenderaan baru.

Seperti dijangkakan, Bank Negara Malaysia telah menaikkan kadar “benchmark overnight policy” sebanyak 25 mata asas. Kesan daripada kenaikan ini tidak dapat dinafi kan akan memberikan kesan yang lebih besar terhadap ekonomi .

Dengan infl asi yang terarah kepada pengguna, syarat pinjaman bank yang lebih ketat untuk sewa beli kereta, kadar faedah yang tinggi dan tekanan harga jualan yang berterusan dari pengeluar automotif OEM, segmen komponen automotif Kumpulan mendapati agak sukar untuk mengekalkan julat keuntungan semasa.

Perladangan di Indonesia adalah dijangka mencatatkan peningkatan sederhana bagi Buah Tandan Bersih (FFB) pada tahun akan datang. Walaupun begitu segmen ini terus menghadapi cabaran dari ketidaktentuan tukaran wang asing dan peningkatan kos pengeluaran.

Dengan keadaan persekitaran operasi seperti ini, ia akan sedikit sebanyak memberi kesan terhadap keuntungan Kumpulan. Dengan yang demikian Lembaga Pengarah optimis bahawa Kumpulan akan dapat mengekalkan pertumbuhan sederhana dalam segmen-segmen utama perniagaan syarikat dan kami akan terus berwaspada dan bijak dalam menguruskan semua perniagaan.

Urus Tadbir KorporatKumpulan dengan sukacita membentangkan Laporan Tahunan tahun ini kepada para pemegang saham berdasarkan amalan dan prinsip urus tadbir yang baik seperti yang terkandung dalam Kod Urus Tadbir Malaysia

Pihak Lembaga komited untuk memastikan bahawa piawaian tertinggi urus tadbir korporat diamalkan dalam usaha untuk melindungi dan meningkatkan nilai pemegang saham.

PenghargaanKejayaan dan pertumbuhan berterusan Delloyd Ventures Berhad adalah hasil dari usaha dan kerjasama Lembaga Pengarah, pihak Pengurusan dan kakitangan.Bagi pihak Kumpulan, saya ingin merakamkan setinggi-tinggi penghargaan kepada pengurusan dan semua pekerja atas kesungguhan dan dedikasi mereka.

Saya juga ingin mengambil kesempatan ini untuk merakamkan penghargaan kepada Dato‘ Mohamed Nizam Bin Abdul Razak atas sumbangan yang tidak ternilai kepada Kumpulan semasa bertugas sebagai Non-Executive Director dan mengucapkan semoga beliau berjaya dalam apa jua tugasan yang akan datang.

Penghargaan ini juga ditujukan kepada para pemegang saham, pelanggan yang dihargai, pembekal , bank, rakan perniagaan dan pelbagai pihak berkuasa kerajaan dan tidak ketinggalan kepada Kesatuan Pekerja atas keyakinan dan sokongan berterusan mereka kepada Kumpulan

JENERAL TAN SRI (DR) DATO’ PADUKAMOHAMED HASHIM BIN MOHD ALI (B)Pengerusi

subsidy are additional adverse factors which will dampen consumers’ demand for new vehicles.

As expected, Bank Negara Malaysia has raised the benchmark overnight policy rate by 25 basis points. The spillover effects of this raise will undoubtedly result in wide-ranging effect on the economy.

With infl ation bearing down on the consumer, tightening of bank lending guidelines for hire purchase of cars, higher interest rates and on-going selling price pressure from OEM automotive customers, the Group’s automotive components segment is fi nding it increasingly diffi cult to maintain a decent profi t margin. The Group’s plantations in Indonesia is expected to register moderate increase of its FFB output in the following year. However, this segment continues to face challenges given the prevailing fl uctuations in foreign exchange rates and the increasing cost of production.

With the prevailing operating environment, it appears that the profi tability of the Group may to some extent be adversely affected. As such, the Board is cautiously optimistic that the Group will sustain moderate growth in these major business segments and we should continue to be vigilant and prudent in managing its businesses.

Corporate GovernanceThe Group is pleased to present this year’s Annual Report to the shareholders based on the application of the principles and best practices of good governance as contained in the Malaysian Code on Corporate Governance.

The Board is committed to ensuring that the highest standards of corporate governance are practised in order to protect and enhance shareholder value.

AcknowledgementsDelloyd Ventures Berhad’s continued success and growth has indeed been a collective effort of the Board, the Management and staff. On behalf of the Group, I would like to express my deepest gratitude to the management team and our employees for their resourcefulness and dedication.

I also wish to take this opportunity to record our appreciation to Dato‘ Mohamed Nizam Bin Abdul Razak for his invaluable contribution to the Group during his tenure as a Non-Executive Director and we wish him success in all his other assignments and undertakings.

My appreciation also goes to our shareholders, valued customers, suppliers, bankers, business associates and the various government authorities and last but not least, our in-house union for their continued confi dence and support to the Group.

GENERAL TAN SRI (DR) DATO’ PADUKAMOHAMED HASHIM BIN MOHD ALI (RTD)Chairman



NOTICE IS HEREBY GIVEN THAT the Eighteenth Annual General Meeting of the Company will be held at Danau 3, Kota Permai Golf and Country Club, No.1, Jalan 31/100A, Kota Kemuning, Section 31, 40460 Shah Alam, Selangor Darul Ehsan on Monday, 8 September 2014 at 11.30 a.m. for the following purposes:-

1. To receive the Audited Financial Statements for the financial year ended 31 March 2014 together with the Reports of the Directors and Auditors thereon.

2. To approve the payment of a Final Single Tier Dividend of 5% in respect of the financial year ended 31 March 2014.

3. To approve the payment of Directors’ fees of RM271,000 in respect of the financial year ended 31 March 2014.

4. To re-elect the following Directors who retire by rotation in accordance with Article 90 of the Company’s Articles of Association and being eligible, offer themselves for re-election:-

i) Datin Sri Chung Geok Siew ii) Dato’ Eow Kwan Hoong 5. To consider and, if thought fit, pass the resolutions that pursuant to Section 129 of the Companies

Act, 1965, the following Directors be re-appointed as Directors of the Company to hold office until the conclusion of the next Annual General Meeting:-

i) General Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd) ii) Dato’ Dr. M SHANmughalingam 6. To re-appoint Messrs. Crowe Horwath as Auditors and to authorise the Directors to fix their remuneration.

To consider and if thought fit, to pass the following resolutions:- 7. Authority to Issue Shares pursuant to Section 132D of the Companies Act, 1965

“THAT subject always to the Companies Act, 1965 and the approvals of the relevant governmental and/or regulatory authorities, the Directors be and are hereby empowered, pursuant to Section 132D of the Companies Act, 1965, to issue shares in the Company from time to time and upon such terms and conditions and for such purposes as the Directors may deem fit provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the total issued capital of the Company and that such authority shall continue to be in force until the conclusion of the next Annual General Meeting of the Company.”

8. Proposed Renewal of the Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature

“THAT approval be and is hereby given to the Company and its subsidiaries to renew the Shareholders’ Mandate for the Recurrent Related Party Transactions of a revenue or trading nature with specified class of the Related Parties as stated in Section 3.1 of the Circular to Shareholders dated 15 August 2014 which are necessary for the Group’s day to day operations subject further to the following:-

Ordinary Resolution 1


Ordinary Resolution 3Ordinary Resolution 4

Ordinary Resolution 5Ordinary Resolution 6




AGENDA

AS SPECIAL BUSINESS

i) the transactions are in the ordinary course of business and are on terms not more favourable to the related party than those generally available to the public and is not to the detriment of the minority shareholders and that such transactions are made on an arm’s length basis and on normal commercial terms; and


1616



10. To transact any other business of the Company for which due notice shall have been given.


9. Proposed Renewal of Authority for the Purchase of Own Shares by the Company “THAT subject to the Companies Act, 1965, the provisions of the Memorandum and Articles of

Association of the Company, the requirements of Bursa Malaysia Securities Berhad and the approvals of all relevant governmental and/or regulatory authorities, if any, the Company be and is hereby authorised, to the fullest extent permitted by law, to purchase such amount of ordinary shares of RM1.00 each in the Company as may be determined by the Directors from time to time, through Bursa Malaysia Securities Berhad and upon such terms and conditions as the Directors may deem fit and expedient in the interest of the Company provided that:-

i) the aggregate number of shares purchased pursuant to this resolution does not exceed ten per cent (10%) of the total issued and paid-up share capital of the Company as quoted on Bursa Malaysia Securities Berhad as at the point of purchase; and

ii) an amount not exceeding the Company’s retained profit and the share premium account at the time of the purchase(s) be allocated by the Company for the Proposed Share Buy-Back;

iii) the Mandate is subject to annual renewal. In this respect, any authority conferred by a Mandate shall only continue to be in force until:-

iv) the Directors and/or any of them be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) to give effect to the Proposed Renewal of the Shareholders’ Mandate.

a) the type of the Recurrent Related Party Transactions made; andb) the names of the Related Parties involved in each type of the Recurrent Related Party

Transactions made and their relationship with the Company and its subsidiaries;

a) the conclusion of the next annual general meeting of the Company following the general meeting at which such Mandate was passed, at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed;

b) the expiration of the period within which the next annual general meeting after the date it is required to be held pursuant to section 143(1) of the Companies Act, 1965(“CA”) (but shall not extend to such extension as may be allowed pursuant to section 143(2) of the CA); or

c) revoked or varied by resolution passed by the shareholders in general meeting,

whichever is the earlier; and

AND THAT the authority conferred by this resolution shall commence immediately upon the passing of this resolution and shall, subject to renewal thereat, expire at the conclusion of the next Annual General Meeting of the Company following the passing of this resolution (unless earlier revoked or varied by ordinary resolution of shareholders of the Company in a general meeting);

AND THAT the Directors be and are hereby authorised to act and to take all steps and do all things as they may deem necessary or expedient in order to implement, finalise and give full effect to the Proposed Share Buy-Back AND FURTHER THAT authority be and is hereby given to the Directors to decide in their absolute discretion to either retain the ordinary shares of RM1.00 each in the Company purchased by the Company pursuant to the Proposed Share Buy-Back as treasury shares to be either distributed as share dividends or resold on Bursa Malaysia Securities Berhad or subsequently cancelled, or to cancel the shares so purchased, or a combination of both.”

ii) in disclosing the actual aggregate value of the Recurrent Related Party Transactions conducted pursuant to the Mandate in the 2015 Annual Report, a breakdown of the aggregate value of the Recurrent Related Party Transactions made during the financial year, amongst others, will be provided based on the following information:-



10. To transact any other business of the Company for which due notice shall have been given.


9. Proposed Renewal of Authority for the Purchase of Own Shares by the Company “THAT subject to the Companies Act, 1965, the provisions of the Memorandum and Articles of

Association of the Company, the requirements of Bursa Malaysia Securities Berhad and the approvals of all relevant governmental and/or regulatory authorities, if any, the Company be and is hereby authorised, to the fullest extent permitted by law, to purchase such amount of ordinary shares of RM1.00 each in the Company as may be determined by the Directors from time to time, through Bursa Malaysia Securities Berhad and upon such terms and conditions as the Directors may deem fit and expedient in the interest of the Company provided that:-

i) the aggregate number of shares purchased pursuant to this resolution does not exceed ten per cent (10%) of the total issued and paid-up share capital of the Company as quoted on Bursa Malaysia Securities Berhad as at the point of purchase; and

ii) an amount not exceeding the Company’s retained profit and the share premium account at the time of the purchase(s) be allocated by the Company for the Proposed Share Buy-Back;

iii) the Mandate is subject to annual renewal. In this respect, any authority conferred by a Mandate shall only continue to be in force until:-

iv) the Directors and/or any of them be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) to give effect to the Proposed Renewal of the Shareholders’ Mandate.

a) the type of the Recurrent Related Party Transactions made; andb) the names of the Related Parties involved in each type of the Recurrent Related Party

Transactions made and their relationship with the Company and its subsidiaries;

a) the conclusion of the next annual general meeting of the Company following the general meeting at which such Mandate was passed, at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed;

b) the expiration of the period within which the next annual general meeting after the date it is required to be held pursuant to section 143(1) of the Companies Act, 1965(“CA”) (but shall not extend to such extension as may be allowed pursuant to section 143(2) of the CA); or

c) revoked or varied by resolution passed by the shareholders in general meeting,

whichever is the earlier; and

AND THAT the authority conferred by this resolution shall commence immediately upon the passing of this resolution and shall, subject to renewal thereat, expire at the conclusion of the next Annual General Meeting of the Company following the passing of this resolution (unless earlier revoked or varied by ordinary resolution of shareholders of the Company in a general meeting);

AND THAT the Directors be and are hereby authorised to act and to take all steps and do all things as they may deem necessary or expedient in order to implement, finalise and give full effect to the Proposed Share Buy-Back AND FURTHER THAT authority be and is hereby given to the Directors to decide in their absolute discretion to either retain the ordinary shares of RM1.00 each in the Company purchased by the Company pursuant to the Proposed Share Buy-Back as treasury shares to be either distributed as share dividends or resold on Bursa Malaysia Securities Berhad or subsequently cancelled, or to cancel the shares so purchased, or a combination of both.”

ii) in disclosing the actual aggregate value of the Recurrent Related Party Transactions conducted pursuant to the Mandate in the 2015 Annual Report, a breakdown of the aggregate value of the Recurrent Related Party Transactions made during the financial year, amongst others, will be provided based on the following information:-

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Notes:-

Proxy

i) The members whose names appear in the Record of Depositors on 2 September 2014 shall be entitled to attend, speak and vote at this Eighteenth Annual General Meeting.

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

iii) A member shall be entitled to appoint more than one proxy (subject always to a maximum of two proxies at each meeting) to attend and vote at the same meeting.

iv) Where a member appoints more than one proxy, the appointment shall be invalid unless he specifies the proportion of his holdings to be represented by each proxy.

v) Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint more than one (1) proxy (subject always to a maximum of two (2) proxies at each meeting) in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.

vi) Where a member is an exempt authorised nominee who holds ordinary shares in the Company for multiple beneficial 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.

vii) To be valid, the proxy form duly completed must be deposited at the registered office of the Company situated at 52A, Lebuh Enggang, 41150 Klang, Selangor Darul Ehsan not less than 48 hours before the time for holding the meeting.

viii) If the appointer is a corporation, the proxy form must be executed under its Seal or under the hand of its attorney.ix) The audited financial statements are for discussion only under Agenda 1, as it does not require shareholders’ approval

under the provisions of Section 169(1) and (3) of the Companies Act, 1965. Hence, it will not be put for voting.

By Order of the Board,

NG SAY OR Company Secretary(LS 00515)

15 August 2014

A Depositor shall qualify for entitlement only in respect of:-

a) Securities transferred into the Depositor’s Securities Account before 4.00 pm on 3 October 2014 in respect of transfers;

b) Securities bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa Malaysia Securities Berhad.

NOTICE OF DIVIDEND PAYMENT

NOTICE IS ALSO HEREBY GIVEN THAT a Final Single Tier Dividend of 5% in respect of the financial year ended 31 March 2014, if approved by the shareholders, will be paid on 17 October 2014 to Depositors whose names appear in the Record of Depositors on 3 October 2014.



Notes:-

Proxy

i) The members whose names appear in the Record of Depositors on 2 September 2014 shall be entitled to attend, speak and vote at this Eighteenth Annual General Meeting.

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

iii) A member shall be entitled to appoint more than one proxy (subject always to a maximum of two proxies at each meeting) to attend and vote at the same meeting.

iv) Where a member appoints more than one proxy, the appointment shall be invalid unless he specifies the proportion of his holdings to be represented by each proxy.

v) Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint more than one (1) proxy (subject always to a maximum of two (2) proxies at each meeting) in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.

vi) Where a member is an exempt authorised nominee who holds ordinary shares in the Company for multiple beneficial 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.

vii) To be valid, the proxy form duly completed must be deposited at the registered office of the Company situated at 52A, Lebuh Enggang, 41150 Klang, Selangor Darul Ehsan not less than 48 hours before the time for holding the meeting.

viii) If the appointer is a corporation, the proxy form must be executed under its Seal or under the hand of its attorney.ix) The audited financial statements are for discussion only under Agenda 1, as it does not require shareholders’ approval

under the provisions of Section 169(1) and (3) of the Companies Act, 1965. Hence, it will not be put for voting.

By Order of the Board,

NG SAY OR Company Secretary(LS 00515)

15 August 2014

A Depositor shall qualify for entitlement only in respect of:-

a) Securities transferred into the Depositor’s Securities Account before 4.00 pm on 3 October 2014 in respect of transfers;

b) Securities bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa Malaysia Securities Berhad.

NOTICE OF DIVIDEND PAYMENT

NOTICE IS ALSO HEREBY GIVEN THAT a Final Single Tier Dividend of 5% in respect of the financial year ended 31 March 2014, if approved by the shareholders, will be paid on 17 October 2014 to Depositors whose names appear in the Record of Depositors on 3 October 2014.


NOTICE OF ANNUAL GENERAL MEETING1818

Explanatory Notes on Special Business

1. Ordinary Resolution 8 - Authority to Issue Shares pursuant to Section 132D of the Companies Act, 1965

The proposed Ordinary Resolution 8 of the Agenda is a renewal of the General Mandate for the Directors to issue and allot shares pursuant to Section 132D of the Companies Act, 1965.

The proposed Ordinary Resolution 8, if passed, will give authority to the Directors of the Company, from the date of the above Annual General Meeting, to issue and allot shares to such persons in their absolute discretion without convening a general meeting provided the aggregate number of share issued does not exceed 10% of the issued share capital of the Company for the time being. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of the next Annual General Meeting of the Company.

As at the date of this Notice, no new shares in the Company were issued pursuant to the mandate granted to the Directors at the

Seventeenth Annual General Meeting held on 12 September 2013 and which will lapse at the conclusion of the Eighteenth Annual General meeting to be held on 8 September 2014.

The General Mandate sought will enable the Directors of the Company to issue and allot shares, including but not limited to further placing of shares, for purposes of funding investment(s), working capital and/or acquisition(s).

2. Ordinary Resolution 9 - Proposed Renewal of the Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature

The proposed Ordinary Resolution 9, if passed, will empower the Company and its subsidiaries to conduct transactions of a revenue or trading nature with the related parties. Please refer to the Circular to Shareholders dated 15 August 2014 for more information.

3. Ordinary Resolution 10 - Proposed Renewal of Authority for the Purchase of Own Shares by the Company

The proposed Ordinary Resolution 10, if passed, will empower the Company to purchase its own shares up to 10% of the issued and paid-up capital of the Company. This authority, unless revoked or varied at a general meeting, will expire at the next Annual General Meeting of the Company. Please refer to the Circular to Shareholders dated 15 August 2014 for more information.



Explanatory Notes on Special Business

1. Ordinary Resolution 8 - Authority to Issue Shares pursuant to Section 132D of the Companies Act, 1965

The proposed Ordinary Resolution 8 of the Agenda is a renewal of the General Mandate for the Directors to issue and allot shares pursuant to Section 132D of the Companies Act, 1965.

The proposed Ordinary Resolution 8, if passed, will give authority to the Directors of the Company, from the date of the above Annual General Meeting, to issue and allot shares to such persons in their absolute discretion without convening a general meeting provided the aggregate number of share issued does not exceed 10% of the issued share capital of the Company for the time being. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of the next Annual General Meeting of the Company.

As at the date of this Notice, no new shares in the Company were issued pursuant to the mandate granted to the Directors at the

Seventeenth Annual General Meeting held on 12 September 2013 and which will lapse at the conclusion of the Eighteenth Annual General meeting to be held on 8 September 2014.

The General Mandate sought will enable the Directors of the Company to issue and allot shares, including but not limited to further placing of shares, for purposes of funding investment(s), working capital and/or acquisition(s).

2. Ordinary Resolution 9 - Proposed Renewal of the Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature

The proposed Ordinary Resolution 9, if passed, will empower the Company and its subsidiaries to conduct transactions of a revenue or trading nature with the related parties. Please refer to the Circular to Shareholders dated 15 August 2014 for more information.

3. Ordinary Resolution 10 - Proposed Renewal of Authority for the Purchase of Own Shares by the Company

The proposed Ordinary Resolution 10, if passed, will empower the Company to purchase its own shares up to 10% of the issued and paid-up capital of the Company. This authority, unless revoked or varied at a general meeting, will expire at the next Annual General Meeting of the Company. Please refer to the Circular to Shareholders dated 15 August 2014 for more information.


NOTICE OF ANNUAL GENERAL MEETING 1919


Statement Accompanying Notice of Annual General Meeting

(Pursuant to Paragraph 8.27(2) of the Listing Requirements of Bursa Malaysia Securities Berhad)

Details of persons who are standing for election as Directors No individual is seeking election as a Director at the Eighteenth Annual General Meeting of the Company.



Statement Accompanying Notice of Annual General Meeting

(Pursuant to Paragraph 8.27(2) of the Listing Requirements of Bursa Malaysia Securities Berhad)

Details of persons who are standing for election as Directors No individual is seeking election as a Director at the Eighteenth Annual General Meeting of the Company.


2020


THE BOARD

The Board recognises the importance of good corporate governance in directing the business of the Group. The Board is fully committed to ensure that the highest standard of corporate governance as articulated in the Principles and Best Practices set out in the Malaysian Code of Corporate Governance (“Code”) is practised throughout the Group as the underlying principle in discharging its responsibilities and to ensure transparency and corporate accountability.

The Board is pleased to disclose how the Company has applied the Principles and the extent to which the Company has complied with the Best of the Code during the financial year ended 31 March 2014. The Board is of the opinion that it has, in all material respects, complied with the Principles and Best Practices outlined in the Code.

The Board of Directors has the overall responsibility for the performance of the Group by maintaining full and effective control over strategic, financial, operational, compliance and governance issues. The following are specific areas of responsibilities of the Board:-

The Board currently has ten (10) members, comprising five (5) Executive Directors, one (1) Non-Independent Non-Executive Director and four (4) Independent Non-Executive Directors. This broad spectrum of skills and experience ensures the Group is under the guidance of an accountable and competent Board. The Board composition complies with the requirement of Malaysian Code on Corporate Governance and paragraph 15.02 of the Main Market Listing Requirement of Bursa Malaysia Securities Berhad. The Board is satisfied that its present composition fairly reflects the interest of minority shareholders in the Company.

All the Executive Directors, led by Group Managing Director, Dato’ Sri Tee Boon Kee, are true veterans as they have many years of experience in the Group’s core businesses and they practise “hands-on” style of management.

There is a clear division of responsibility between the Chairman and the Group Managing Director to ensure a proper balance of power and authority. The Chairman is responsible for ensuring Board effectiveness and conduct whilst the Group Managing Director is responsible for overseeing the Group’s operations and business development and the implementation of Board policies and decisions.

The Independent Non-Executive Directors provide unbiased and independent views, advice and judgement and exercise objective participation in the proceedings and decision-making process of the Board. Their views carry substantial weight in the decision making process of the Board.

The Board has at least four (4) scheduled meetings annually, with additional meetings for particular matters convened as and when necessary. Board meetings are scheduled in advance at the beginning of the new financial year to enable its members to plan ahead.

The Board met five (5) times for the financial period from 1 April 2013 to 31 March 2014. The following is the record of attendance of the Board Members:-

■ reviewing and adopting a strategic business plan for the Group;■ overseeing the conduct of the Group’s business to evaluate whether the business is being properly managed;■ identifying principle risks and ensuring the implementation of appropriate systems to manage these risks;■ succession planning, including appropriate training, fixing the compensation of and, where appropriate, replacing senior

management;■ developing and implementing an investor relations programme or shareholders communications policy for the Group; and ■ reviewing the adequacy and integrity of the Group’s system of internal control and management information systems, including

systems for compliances with applicable laws, regulations, rules, directives and guidelines.

THE BOARD

BOARD BALANCE



THE BOARD

The Board recognises the importance of good corporate governance in directing the business of the Group. The Board is fully committed to ensure that the highest standard of corporate governance as articulated in the Principles and Best Practices set out in the Malaysian Code of Corporate Governance (“Code”) is practised throughout the Group as the underlying principle in discharging its responsibilities and to ensure transparency and corporate accountability.

The Board is pleased to disclose how the Company has applied the Principles and the extent to which the Company has complied with the Best of the Code during the financial year ended 31 March 2014. The Board is of the opinion that it has, in all material respects, complied with the Principles and Best Practices outlined in the Code.

The Board of Directors has the overall responsibility for the performance of the Group by maintaining full and effective control over strategic, financial, operational, compliance and governance issues. The following are specific areas of responsibilities of the Board:-

The Board currently has ten (10) members, comprising five (5) Executive Directors, one (1) Non-Independent Non-Executive Director and four (4) Independent Non-Executive Directors. This broad spectrum of skills and experience ensures the Group is under the guidance of an accountable and competent Board. The Board composition complies with the requirement of Malaysian Code on Corporate Governance and paragraph 15.02 of the Main Market Listing Requirement of Bursa Malaysia Securities Berhad. The Board is satisfied that its present composition fairly reflects the interest of minority shareholders in the Company.

All the Executive Directors, led by Group Managing Director, Dato’ Sri Tee Boon Kee, are true veterans as they have many years of experience in the Group’s core businesses and they practise “hands-on” style of management.

There is a clear division of responsibility between the Chairman and the Group Managing Director to ensure a proper balance of power and authority. The Chairman is responsible for ensuring Board effectiveness and conduct whilst the Group Managing Director is responsible for overseeing the Group’s operations and business development and the implementation of Board policies and decisions.

The Independent Non-Executive Directors provide unbiased and independent views, advice and judgement and exercise objective participation in the proceedings and decision-making process of the Board. Their views carry substantial weight in the decision making process of the Board.

The Board has at least four (4) scheduled meetings annually, with additional meetings for particular matters convened as and when necessary. Board meetings are scheduled in advance at the beginning of the new financial year to enable its members to plan ahead.

The Board met five (5) times for the financial period from 1 April 2013 to 31 March 2014. The following is the record of attendance of the Board Members:-

■ reviewing and adopting a strategic business plan for the Group;■ overseeing the conduct of the Group’s business to evaluate whether the business is being properly managed;■ identifying principle risks and ensuring the implementation of appropriate systems to manage these risks;■ succession planning, including appropriate training, fixing the compensation of and, where appropriate, replacing senior

management;■ developing and implementing an investor relations programme or shareholders communications policy for the Group; and ■ reviewing the adequacy and integrity of the Group’s system of internal control and management information systems, including

systems for compliances with applicable laws, regulations, rules, directives and guidelines.

THE BOARD

BOARD BALANCE


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All Board members are supplied with Board papers in a timely manner. Board reports are circulated prior to the Board meetings to enable the Directors to obtain further information and explanation, where necessary, before the meetings. The Board papers include the following to enable them to discharge their duties and responsibilities:-

To assist the Board in discharging its duties, various Board Committees have been established. The functions and terms of reference of the Board Committees are clearly defined and, where applicable, comply with the recommendations of the Code.

Its principal function is to assist the Board in maintaining a sound system of internal control. The Committee has full access to both the internal and external auditors who, in turn, have access at all times to the Chairman of the Committee.

In line with good corporate governance practice, no Executive Directors are members of the Audit Committee.

The report on the Audit Committee is presented on page 29 to 32 and the duties of the Audit committee are included therein.

The Board members have access to the advice and services of the Company Secretary and all information in relation to the Group whether as a full Board or in their individual capacity to assist them in the furtherance of their duties. Where necessary, the Directors may engage independent professionals at the Group’s expense on specialised issues to enable the Board to discharge their duties with adequate knowledge on the matters being deliberated.

The Board, through the Nomination Committee is responsible for regularly reviewing the Board’s structure, size and composition, as well as making recommendations to the Board on any changes deemed necessary.

SUPPLY OF INFORMATION

BOARD COMMITTEES

Audit Committee

■ quarterly financial results■ performance reports of the Group■ budgets■ major operational and financial matters■ updates on statutory regulations and requirements affecting the Company

NAME OF DIRECTORS POSITION ATTENDANCE

General Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd) Independent Non-Executive Chairman 5/5Dato’ Sri Tee Boon Kee Managing Director 5/5Datin Sri Chung Geok Siew Executive Director 5/5Dato’ Ir. Hj. Noor Azmi Bin Jaafar Executive Director 4/5Dato’ Tee Boon Keat Executive Director 5/5Dato’ Leon Tee Wee Leng* Executive Director 4/5Chung Chee Sun Non Independent Non-Executive Director 5/5Dato’ Dr M SHANmughalingam Independent Non-Executive Director 5/5Dato’ Eow Kwan Hoong Independent Non-Executive Director 5/5Dato’ Mohamed Nizam Bin Abdul Razak** Independent Non-Executive Director 3/5

* Appointed on 29 May 2013** Retired at AGM held on 12 September 2013


2222


The Nomination Committee is delegated the following specific tasks:-

A Nomination Committee was established by the Board and comprise exclusively Independent Non-Executive Directors.Nomination Committee

NAME MEMBERSHIP DIRECTORSHIP

General Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd) Chairman Independent Non-ExecutiveDato’ Dr M SHANmughalingam Member Independent Non-ExecutiveDato’ Eow Kwan Hoong Member Independent Non-ExecutiveDato’ Mohamed Nizam Bin Abdul Razak* Member Independent Non-Executive

■ to nominate and recommend candidates to the Board for directorships;■ to consider, in making recommendations, candidates proposed by the Directors for directorships, or by any senior executive or

shareholder; ■ recommend to the Board, directors to fill the seats on Board committees;■ to assist the Board by reviewing annually its required mix of skills and experience and other qualities, including core competencies

which Non-Executive Directors should bring to the Board; ■ to assist the Board in implementing an assessment programme to assess the effectiveness of the Board as a whole, the committees

of the Board, and the contribution of each individual director, on an annual basis; and■ to determine the appropriate board size and number of Non-Executive participation in order to comply with the Listing Requirements

of Bursa Malaysia Securities Berhad.

* Retired at AGM held on 12 September 2013

■ to study and periodically review and implement policies governing the remuneration for Executive Directors; and■ to make recommendations to the Board on all elements of remuneration and terms of employment for Executive Directors.


Dato’ Dr M SHANmughalingam Chairman Independent Non-Executive DirectorDato’ Sri Tee Boon Kee Member Group Managing Director Dato’ Eow Kwan Hoong Member Independent Non-Executive Director

The duties of the Remuneration Committee are:

The Remuneration Committee reviews annually the performance of the CEO and the Executive Directors and furnishes recommendations to the Board on adjustments in remuneration and/or reward payments that reflect their respective contributions for the year, and which are competitive and in tandem with the Company’s corporate objectives and strategies.

The Executive Directors play no part in decisions on their own remuneration. The determination of remuneration packages of Non-Executive Directors, including Non-Executive Chairman is a matter for the Board as a whole.

The Remuneration Committee meets as and when necessary. The Remuneration Committee held one (1) meeting during the financial period from 1 April 2013 to 31 March 2014, which was attended by all members.

The Nomination Committee meets as and when necessary. The quorum of the meeting shall be two (2). The Company Secretary shall record, prepare and circulate minutes of the meeting. In the absence of the committee’s Chairman, the Nomination Committee shall elect one of its members present to chair the meeting.

The Nomination Committee held two (2) meetings during the financial period from 1 April 2013 to 31 March 2014, which was fully attended by all members except for Dato’ Mohamad Nizam Bin Abdul Razak who attended only one (1) meeting as he retired during AGM held on 12 September 2013.

Remuneration CommitteeThe Remuneration Committee comprise majority Non-Executive Directors. The members of the Remuneration Committee are:-


2323


In accordance with the Company’s Articles of Association, all Directors shall retire from office at least once in every three (3) years but shall be eligible for re-election.

Pursuant to Section 129(2) of the Companies Act, 1965, Directors of or over the age of seventy years shall retire at every annual general meeting and may offer themselves for re-appointment to hold office until the next annual general meeting.

All the directors of the Company have attended the Mandatory Accreditation Programme (MAP) prescribed by Bursa Malaysia Securities Berhad for directors of listed companies. The Board fully supports the need for its members to further enhance their skills and knowledge on relevant programmes, technologies and current developments in the industry as well as with the new regulatory and statutory requirements.

Except those Directors who were not able to attend any training during the year due to tight work schedule and travel, the following Directors had attended the following seminars, conferences and programmes during the financial year:-

RE-ELECTION

TRAINING OF DIRECTORS

Directorship Fees Salaries Performance Others Total Incentives RM’000 RM’000 RM’000 RM’000 RM’000

Executive Directors 74 2,051 528 1,433 4,086 Non-Executive Directors 320 - - - 320Total 394 2,051 528 1,433 4,406

Range of remuneration Executive Non-Executive Total Directors Directors

Below RM50,000 - 2 2 RM50,000 to RM100,000 - 3 3RM350,001 to RM400,000 1 - 1 RM600,001 to RM650,000 1 - 1RM750,001 to RM800,000 1 - 1RM800,001 to RM850,000 1 - 1RM1,150,001 to RM1,200,000 1 - 1 Total 5 5 10

(b) Number of Directors whose remuneration fall into the following bands:

Details of Directors’ remuneration comprising of remuneration received or/and receivable from the Company and its subsidiaries during the financial period from 1 April 2013 to 31 March 2014 are as follows:

(a) Aggregate remuneration of Directors categorised into appropriate components:-


The ESOS Committee was established to administer the Employees’ Share Options Scheme of the Company in accordance with the objectives and regulations thereof. To this end, the Committee meets to determine the participation eligibility, option offers and share allocations and to attend to other related matters as may be required.

The members of the ESOS Committee are:-

ESOS Committee


Dato’ Eow Kwan Hoong Chairman Independent Non-Executive DirectorDato’ Sri Tee Boon Kee Member Group Managing DirectorDatin Sri Chung Geok Siew Member Executive DirectorDato’ Ir. Hj. Noor Azmi Bin Jaafar Member Executive Director

2424


INVESTOR RELATIONS AND SHAREHOLDERS COMMUNICATION

The Board recognises the importance of transparency and accountability to its shareholders. Delloyd communicates with its shareholders regularly through timely release of financial results on a quarterly basis, announcements and disclosures to Bursa Malaysia Securities Berhad, Annual Report, Annual General Meeting and where necessary, to have dialogue or interview with the financial community to discuss on the Group’s latest developments or investment proposals.

The Group maintains a website at www.delloyd.com, which can be conveniently accessed by the shareholders and the general public. The Group’s website is updated from time to time to provide the latest and comprehensive information about the Group.

The Annual General Meeting is the principal forum for dialogue with all shareholders, who are encouraged and are given sufficient opportunity to enquire about the Group’s activities and prospects as well as to communicate their expectations and concerns. Shareholders are provided with an opportunity to participate in a Question and Answer session.

DIRECTOR COURSE TITLE

General Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd) ■ Malaysian Code on Corporate Governance 2012 & Updates on Listing Requirements of Bursa Malaysia Securities ■ The ICLIF Leadership & Governance Centre – Nominating Committee Programme ■ Nurturing the Creative Organisation ■ Briefing on 2014 Budget Highlights & Implications of Goods & Service TaxDato’ Sri Tee Boon Kee ■ Advocacy Session on Corporate Disclosure for Directors by Bursa Malaysia ■ Nominating Committee Programme ■ Kuala Lumpur International Automotive ConferenceDatin Sri Chung Geok Siew ■ Palm Oil Master Traders Tutorial ■ Palm Oil Price Outlook Conference ■ Privatisation and Take Over Matters Dato’ Ir. Hj. Noor Azmi Bin Jaafar ■ Session with YBhg Dato Sri Mohd Khamil Jamil on Automotive Industry ■ Brainstorming Session by FMM ■ Ulsan Export Plaza Plan 2014, Korea ■ 2nd Final Workshop on ASEAN Beyond 2015 by ISIS ■ Japan Motor Show, Study Visit to Mazda and Honda Japan Dato’ Tee Boon Keat ■ Privatisation and Take Over MattersDato’ Leon Tee Wee Leng ■ Mandatory Accreditation Programme for Directors of Public Listed Company ■ Palm Oil Master Trader Tutorial ■ Palm Oil Conference Dato’ Eow Kwan Hoong ■ Corporate Governance/Enterprise Risk Management ■ Personal Data Protection Act, 2010 ■ Competition Act 2010 ■ Briefing on Agriculture Activities


2525



Financial ReportingIn presenting the annual audited financial statements and quarterly results announcements to shareholders and other interested parties, the Board aims to present a clear, balanced and understandable assessment of the Group’s financial position and prospects.

The Directors’ Responsibility Statement pursuant to the Bursa Malaysia Securities Berhad Revamped Listing Guidelines and Statement by Directors pursuant to Section 169(15) of the Companies Act, 1965 are set out on page 2 and page 40 of this Annual Report respectively.

Internal ControlThe Board acknowledges its responsibility for establishing a sound system of internal control to safeguard shareholders’ investments and the Group’s assets, and to provide reasonable assurances on the reliability of the financial statements. In addition, equal priority is given to internal control of its business management and operational techniques.

The information on the Group’s internal control is presented in the Statement of Risk Management and Internal Control set out on pages 27 to 28 of this Annual Report.

Relationship with AuditorsThe Company maintains a transparent relationship with the external auditors in seeking their professional advice and towards ensuring compliance with the approved accounting standards. The role of the Audit Committee in relation to the external auditors is set out on pages 29 to 32 of this Annual Report.

OTHER INFORMATIONIn compliance with the Bursa Malaysia Securities Berhad’s Main Market Listing Requirements, the following additional information are provided:

Employees’ Share Option Scheme (“ESOS”)The Company implemented an Employee Share Option Scheme (“ESOS”) on 29 April 2005. The ESOS is governed by the bye-laws as approved by shareholders at the Extraordinary General Meeting held on 29 June 2004.

Share BuybacksDuring the financial year, the Company bought back a total of 202,500 of its ordinary shares of RM1.00 each from the open market. The shares purchased are retained as treasury shares. As at 31.03.2014, a total of 3,409,700 shares were held as treasury shares.

Options, Warrants or Convertible SecuritiesThere were no options, warrants or convertible securities issued by the Company during the financial year under review.

American Depository Receipt (ADR) or Global Depository Receipt (GDR) ProgrammeDuring the financial year, the Company did not sponsor any ADR or GDR programme.

Imposition of Sanctions and/or PenaltiesThere were no sanctions and/or penalties imposed on the Company and its subsidiaries, directors or management by any regulatory authorities during the financial year under review.

Non-audit FeesNon audit fees for the financial year ended 31 March 2014 amounted to RM50,000. The non audit fees are related to due diligence audit fees on TIMS Thailand.

Profit GuaranteeThe Company did not give any profit guarantee during the financial period from 1 April 2013 to 31 March 2014.

Statement on Revaluation PolicyAs at 31 March 2014, the Company did not carry out any revaluation exercise on its landed properties.

Material ContractsMaterial Contracts of the Company and its subsidiaries entered into during the financial year under review are disclosed in Note 5 to the financial statement under “Investment in Subsidiaries” on page 71 of the Annual Report.

Disclosure of Related Party TransactionsThe Group took all necessary steps to ensure transactions which were deemed to be related party transactions were appropriately disclosed in accordance with the Listing Requirements. The Company had convened an Annual General Meeting on 12 September 2013 to obtain shareholders’ mandate to allow the Company and its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature. Significant related party transactions occurred during the financial year are disclosed in Note 44 to the financial statements.

ACCOUNTABILITY AND AUDIT



Financial ReportingIn presenting the annual audited financial statements and quarterly results announcements to shareholders and other interested parties, the Board aims to present a clear, balanced and understandable assessment of the Group’s financial position and prospects.

The Directors’ Responsibility Statement pursuant to the Bursa Malaysia Securities Berhad Revamped Listing Guidelines and Statement by Directors pursuant to Section 169(15) of the Companies Act, 1965 are set out on page 2 and page 40 of this Annual Report respectively.

Internal ControlThe Board acknowledges its responsibility for establishing a sound system of internal control to safeguard shareholders’ investments and the Group’s assets, and to provide reasonable assurances on the reliability of the financial statements. In addition, equal priority is given to internal control of its business management and operational techniques.

The information on the Group’s internal control is presented in the Statement of Risk Management and Internal Control set out on pages 27 to 28 of this Annual Report.

Relationship with AuditorsThe Company maintains a transparent relationship with the external auditors in seeking their professional advice and towards ensuring compliance with the approved accounting standards. The role of the Audit Committee in relation to the external auditors is set out on pages 29 to 32 of this Annual Report.

OTHER INFORMATIONIn compliance with the Bursa Malaysia Securities Berhad’s Main Market Listing Requirements, the following additional information are provided:

Employees’ Share Option Scheme (“ESOS”)The Company implemented an Employee Share Option Scheme (“ESOS”) on 29 April 2005. The ESOS is governed by the bye-laws as approved by shareholders at the Extraordinary General Meeting held on 29 June 2004.

Share BuybacksDuring the financial year, the Company bought back a total of 202,500 of its ordinary shares of RM1.00 each from the open market. The shares purchased are retained as treasury shares. As at 31.03.2014, a total of 3,409,700 shares were held as treasury shares.

Options, Warrants or Convertible SecuritiesThere were no options, warrants or convertible securities issued by the Company during the financial year under review.

American Depository Receipt (ADR) or Global Depository Receipt (GDR) ProgrammeDuring the financial year, the Company did not sponsor any ADR or GDR programme.

Imposition of Sanctions and/or PenaltiesThere were no sanctions and/or penalties imposed on the Company and its subsidiaries, directors or management by any regulatory authorities during the financial year under review.

Non-audit FeesNon audit fees for the financial year ended 31 March 2014 amounted to RM50,000. The non audit fees are related to due diligence audit fees on TIMS Thailand.

Profit GuaranteeThe Company did not give any profit guarantee during the financial period from 1 April 2013 to 31 March 2014.

Statement on Revaluation PolicyAs at 31 March 2014, the Company did not carry out any revaluation exercise on its landed properties.

Material ContractsMaterial Contracts of the Company and its subsidiaries entered into during the financial year under review are disclosed in Note 5 to the financial statement under “Investment in Subsidiaries” on page 71 of the Annual Report.

Disclosure of Related Party TransactionsThe Group took all necessary steps to ensure transactions which were deemed to be related party transactions were appropriately disclosed in accordance with the Listing Requirements. The Company had convened an Annual General Meeting on 12 September 2013 to obtain shareholders’ mandate to allow the Company and its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature. Significant related party transactions occurred during the financial year are disclosed in Note 44 to the financial statements.

ACCOUNTABILITY AND AUDIT

2626



BOARD RESPONSIBILITY

RISK MANAGEMENT

INTERNAL CONTROL

The Board recognises that a sound system of risk management and internal control is an integral part of good corporate governance. The Board affirms its overall responsibility for the Group’s risk management and internal control, and for reviewing the adequacy and effectiveness of the risk management and internal control systems to ensure that shareholders’ investment and the Group’s assets are safeguarded.

The Board acknowledges that the system of risk management and internal control is designed to manage an acceptable and tolerable level of the Group’s risk rather than eliminate the risk of failure to achieve business objectives. Therefore, the system only provide reasonable but not absolute assurance against occurrence of any material misstatement or loss.

This statement is prepared in accordance with the requirement under Paragraph 15.26(b) of Bursa Malaysia Securities Berhad’s Main Market Listing Requirements (‘Listing Requirements”) and as guided by the “Statement on Risk Management and Internal Control: Guidelines for Directors of Listed Issuers”. The Board of Delloyd Ventures Berhad is committed to the continuous improvement of risk management and internal control practices within the Group to meets its corporate and business objectives.

The Board is directly involved in assessing the major risks associated with the Group’s business.

The Group’s risk management process is an integral part of its daily activities in identifying, listing and evaluating the significant business risks faced by the Group. The process of reviewing the adequacy and effectiveness of the risk management process is incorporated within the Internal Audit function whereby weaknesses identified are reported to the Audit Committee and necessary action have been taken to remedy such weaknesses identified.

The internal audit function is provided by the Internal Audit Department of Delloyd Ventures Berhad. The total cost incurred by the Internal Audit Department for the financial period from 1 April 2013 to 31 March 2014 was RM200,200.00.

The Board is fully committed to ensure that a proper and conducive control environment is maintained within the Group to govern the manner in which the Group and its employees conduct themselves. The key elements of internal control are:-

■ Board Committees Clear definition to the functions and responsibilities of the various committees of the Board of Directors. These include the Audit

Committee, Nomination Committee and the Remuneration Committee.

■ Organisational structure and responsibility levels The Group has a well defined organisational structure with clear line of accountability and has strict authorisation, approval and

control procedures within which senior management operate. Responsibility levels are communicated throughout the Group which set out, among others, the authorisation levels, segregation of duties and other control procedures.

■ Authority levels, acquisitions and disposals Clear definition of authorisation procedures and delegated authority levels for major capital expenditures, acquisitions and

disposals of businesses and other significant transactions. The approval of investment decisions above certain limits is reserved for the Board. The authority of the Directors is required for key treasury matters including changes to equity and loan financing, opening of bank accounts and foreign operations.

■ Regular operational and management meetings Regular scheduled management meetings are held and attended by senior management and operational management to discuss

and report on operational performance, business strategy, key operational statistics, legal and regulatory matters of each business unit where plans and targets are established for business planning.

■ Financial performance The preparation of quarterly and yearly financial results, as announced or otherwise are published to shareholders. Full year

financial results are reviewed by the external auditors.

■ Budget approval Budgets are prepared annually and submitted to the Board of Directors for approval. Budgets are an important control mechanism

used by the Group to ensure an efficient allocation of group resources and that operational managers are sufficiently guided in making decisions.

■ Internal compliance The Group monitors compliance with its internal control through management reviews and reports which are internally reviewed

by key personnels.



BOARD RESPONSIBILITY

RISK MANAGEMENT

INTERNAL CONTROL

The Board recognises that a sound system of risk management and internal control is an integral part of good corporate governance. The Board affirms its overall responsibility for the Group’s risk management and internal control, and for reviewing the adequacy and effectiveness of the risk management and internal control systems to ensure that shareholders’ investment and the Group’s assets are safeguarded.

The Board acknowledges that the system of risk management and internal control is designed to manage an acceptable and tolerable level of the Group’s risk rather than eliminate the risk of failure to achieve business objectives. Therefore, the system only provide reasonable but not absolute assurance against occurrence of any material misstatement or loss.

This statement is prepared in accordance with the requirement under Paragraph 15.26(b) of Bursa Malaysia Securities Berhad’s Main Market Listing Requirements (‘Listing Requirements”) and as guided by the “Statement on Risk Management and Internal Control: Guidelines for Directors of Listed Issuers”. The Board of Delloyd Ventures Berhad is committed to the continuous improvement of risk management and internal control practices within the Group to meets its corporate and business objectives.

The Board is directly involved in assessing the major risks associated with the Group’s business.

The Group’s risk management process is an integral part of its daily activities in identifying, listing and evaluating the significant business risks faced by the Group. The process of reviewing the adequacy and effectiveness of the risk management process is incorporated within the Internal Audit function whereby weaknesses identified are reported to the Audit Committee and necessary action have been taken to remedy such weaknesses identified.

The internal audit function is provided by the Internal Audit Department of Delloyd Ventures Berhad. The total cost incurred by the Internal Audit Department for the financial period from 1 April 2013 to 31 March 2014 was RM200,200.00.

The Board is fully committed to ensure that a proper and conducive control environment is maintained within the Group to govern the manner in which the Group and its employees conduct themselves. The key elements of internal control are:-

■ Board Committees Clear definition to the functions and responsibilities of the various committees of the Board of Directors. These include the Audit

Committee, Nomination Committee and the Remuneration Committee.

■ Organisational structure and responsibility levels The Group has a well defined organisational structure with clear line of accountability and has strict authorisation, approval and

control procedures within which senior management operate. Responsibility levels are communicated throughout the Group which set out, among others, the authorisation levels, segregation of duties and other control procedures.

■ Authority levels, acquisitions and disposals Clear definition of authorisation procedures and delegated authority levels for major capital expenditures, acquisitions and

disposals of businesses and other significant transactions. The approval of investment decisions above certain limits is reserved for the Board. The authority of the Directors is required for key treasury matters including changes to equity and loan financing, opening of bank accounts and foreign operations.

■ Regular operational and management meetings Regular scheduled management meetings are held and attended by senior management and operational management to discuss

and report on operational performance, business strategy, key operational statistics, legal and regulatory matters of each business unit where plans and targets are established for business planning.

■ Financial performance The preparation of quarterly and yearly financial results, as announced or otherwise are published to shareholders. Full year

financial results are reviewed by the external auditors.

■ Budget approval Budgets are prepared annually and submitted to the Board of Directors for approval. Budgets are an important control mechanism

used by the Group to ensure an efficient allocation of group resources and that operational managers are sufficiently guided in making decisions.

■ Internal compliance The Group monitors compliance with its internal control through management reviews and reports which are internally reviewed

by key personnels.

2727



■ Update on development Regular reporting of legal and accounting Developments are made to the Board.

■ Training & Development Training and development programmes are identified and scheduled for employees to acquire the necessary knowledge and

competency to meet the management’s performance and job expectations. Action plans to address employee developmental requirements are prepared and implemented in a timely manner. This will enable employees to deliver their Key Performance Indicators (KPI) so that the Group can meet its future management requirements.

■ Policies & Procedures Policies, Procedures and Standard Operating Procedures are systematically documented and made available to guide staff in

their day-to-day work. These control procedures have been established at Group and individual department levels. Policies and Procedures of most operating units within the Group are documented in Standard Operating Procedure manuals. The integrity and competency of personnel are ensured through recruitment standards and subsequent training courses.

■ ISO/TS 16949:2002 Three of the subsidiary companies involved in the manufacture of OEM parts are accredited with ISO/TS16949:2002, an

international standard for quality management in the automotive industry. By enhancing the quality management system to meet the stringent quality requirements of the industry, the companies demonstrate its commitment to meet the expectations of the customers.

■ ISO 14001 : 2004/OHSAS 18001 Three of the subsidiary companies are accredited with ISO 14001: 2004 and OHSAS 18001 to meet the environmental quality,

occupational health and safety requirement in the industry. These certification also signify the Group’s commitment and initiative for the betterment of the companies, customers and community.

ADEQUACY AND EFFECTIVENESS OF THE GROUP’S RISK MANAGEMENT AND INTERNAL CONTROL SYSTEMSThe risk management and internal control systems described above have been in place for the Group for the financial year under review and up to the date of the approval of this statement for inclusion in the annual report.

For material associates, the Group works with its partners to institute suitable risk management and internal control practices which are aligned with the requirements of the Group. The Group is able to ascertain that the systems meet the Group’s requirements through the Board and where necessary management representation as well as periodic reviews in these companies.

The Management will continue to review and take measures to ensure the ongoing effectiveness and adequacy of the system of risk management and internal controls, so as to safeguard shareholders’ investments and the Group’s assets.

In making this statement, the Board has received assurance from the Group Managing Director, Finance Director and the Chief Financial Officer that the risk management and internal control systems are operating adequately and effectively in all material aspects for the reporting period.

For the financial year under review, the Board is of the opinion that the system of risk management and internal control processes are adequate and sound to provide reasonable assurance in safeguarding shareholders’ investments, the Group’s assets and other stakeholders’ interest as well as in addressing key risks impacting the business operations of the Group. There were no major internal control weaknesses identified that may result in any material loss or uncertainty that would require disclosure in this annual report.

This Statement on Risk Management and Internal Control is made in accordance with the resolution of the Board of Directors dated 21 July 2014.

2828



OBJECTIVE

COMPOSITION

TERMS OF REFERENCE

Composition of Audit Committee

Duties and Responsibilities of the Audit Committee

The primary objectives of the Audit Committee are to:

The Audit Committee comprise exclusively Independent Non-Executive Directors. The members of the Audit Committee are:-

The Audit Committee was established by the Board of Directors from amongst its directors and comprise exclusively Independent Non-Executive Directors. One of the committee members is a member of the Malaysian Institute of Accountants. `

In the event of any vacancy in the Committee resulting in the non-compliance of Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Board shall appoint new members within three months of that event to make up the minimum of three (3) members.

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

(i) Provide assistance to the Board of Directors in fulfilling its fiduciary responsibilities, particularly in the areas relating to the Company and its subsidiaries’ accounting and internal control systems, corporate accounting and reporting practices;

(ii) Oversee and appraise the quality of the audits conducted both by the Company’s internal and external auditors; and

(iii) Maintain an open line of communication between the Board of Directors, the internal auditor and the external auditor for the exchange of views and information.


Dato’ Eow Kwan Hoong Chairman Independent Non-ExecutiveDato’ Dr M SHANmughalingam Member Independent Non-ExecutiveGeneral Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd)* Member Independent Non-ExecutiveDato’ Mohamed Nizam Bin Abdul Razak** Member Independent Non-Executive

The duties of the Audit Committee shall be to review the following and report the same to the Board:

(i) To consider the appointment, resignation or dismissal of the external auditor and to approve the audit fee;

(ii) To discuss with the external auditor before the audit commences, the nature and scope of audit;

(iii) To review the quarterly and year-end financial statements of the Company before recommending to the Board for approval, focusing particularly on:

■ any changes in accounting policies and practices ■ significant adjustments arising from the audit ■ the going concern assumptions ■ compliance with approved accounting standards, stock exchange rules and regulations and other legal requirements

(iv) To problems and reservations arising from the interim and final audits, and any other matter the auditors may wish to discuss (in the absence of management where necessary);

* Appointed on 25 November 2013** Retired at AGM held on 12 September 2013

2929


Authority of Audit Committee

Committee Meetings

MEMBERSHIP DIRECTORSHIP ATTENDANCE

Dato’ Eow Kwan Hoong (Chairman) Independent Non-Executive 4/4Dato’ Dr M SHANmughalingam Independent Non-Executive 4/4General Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd)* Independent Non-Executive 1/4Dato’ Mohamed Nizam Bin Abdul Razak** Independent Non-Executive 2/4

The Committee is authorised by the Board at the cost of the Company to:

The Audit Committee held four (4) meetings during the financial period from 1 April 2013 to 31 March 2014. Details of attendance of Audit Committee members are as follows:

(v) To review the external auditor’s management letter and management’s response;

(vi) To do the following in respect of the internal audit department:

■ review the adequacy of the scope, functions and resources of the internal audit department, and that it has the necessary authority to carry out its work;

■ review the internal audit programme and results of the internal audit process and where necessary ensure that appropriate action is taken on the recommendations of the internal audit department;

■ review any appraisal or assessment of the performance of members of the internal audit department;

■ approve any appointment or termination of senior staff members of the internal audit department;

■ inform itself of resignations of internal audit staff members and provide the resigning staff member an opportunity to submit his/her reasons for resigning;

(vii) to consider any related party transactions entered into by the Company and the Group; and

(viii) to consider major findings of internal investigations and management’s response and other subject matters as defined by the Board

(i) investigate any activity within its terms of reference;

(ii) obtain the resources which are reasonably required to perform its duties;

(iii) have full and unrestricted access to information pertaining to the Company or the Group;

(iv) have direct communication channels with the external and internal auditors;

(v) obtain external legal or independent professional advice and to secure the attendance of outsiders with relevant experience and expertise, if necessary; and

(vi) convene meetings with external auditors, excluding the attendance of the executive members of the management, whenever deemed necessary.

* Appointed on 25 November 2013** Previous audit committee chairman, retired at AGM held on 12 September 2013


3030

The Audit Committee shall meet at least four (4) times a year. The Group Managing Director, Executive Director (Finance) and the Head of the In-ternal Audit shall normally attend meetings but may be asked to leave a meeting as and when deemed necessary by the Committee. Other Board members and employees may only attend meetings upon the invitation of the Committee.

The Company Secretary shall be the Secretary of the Audit Committee, and shall be responsible to draw up the agenda and circulate it prior to each meeting, to record attendance of all members and invitees and to take minutes at every meeting. The Secretary shall circulate the minutes of meeting of the Committee to all members of the Board.

At least once a year, the Committee shall meet with the external auditors without any executive Board members present.

A representative of the external auditors shall attend the meeting to consider the final audited financial statements and such other meetings deter-mined by the Committee. The external auditors may also request a meeting if they consider one necessary.

The quorum shall be formed if the majority of members are present at the meeting. If the Chairman is unable to attend any meeting, any other independent non-executive director present shall act as Chairman.

Summary of the activities of the Audit Committee for the financial yearThe Committee carried out the following activities in discharging their duties and responsibilities;

■ reviewed the quarterly unaudited results and made recommendations to the Board for approval.

■ reviewed the draft audited financial statements prior to the submission to the Board for approval.

■ met with the external auditors without the presence of Management and Executive Directors.

■ discussed the internal control weakness report from the external auditors and was satisfied that corrective actions have been undertaken by the management to overcome the weaknesses noted in the internal control of the Group. The Audit Committee was satisfied that there were no major breakdown in the internal control of the Group during the financial year.

■ evaluated if adequate risk assessment processes and measures are put in place to minimise any risk exposure, including fraud.

■ reviewed and discussed the internal audit reports, which highlighted internal audit observations and recommendations relating to the operations of the Company and its subsidiaries. Where necessary, the Committee instructed management to take corrective actions to address issues raised in the said report.

■ reviewed status reports from internal audit to ensure that appropriate action had been taken to implement the audit recommendations.

■ reviewed and sought management explanation on related party transactions entered into by the Company and the Group, and reported the same to the Board of Directors.

■ reviewed the Internal Audit Department’s (IAD) significant activities and audit plans for the current and following year for the Group.



3131



Summary of activities of the Internal Audit Department for the financial yearThe Group has an internal audit function whose primary responsibility is to undertake regular and systematic reviews of the system of internal control so as to provide reasonable assurance that such system continues to operate satisfactorily and effectively within the Group. The internal audit function adopts a risk based audit methodology, which is aligned with the risks of the Group to ensure that relevant controls addressing those risks are reviewed on a rotational basis.

On a quarterly basis, the IAD submits the audit reports on its audit activities to the Audit Committee for its review and deliberation. The Head of the IAD attends the Audit Committee meetings to present the internal audit findings and makes appropriate recommendations on any areas of concerns within the Company and the Group for the Committee’s deliberation.

The major activities conducted by the Internal Audit Department during the financial period from 1 April 2013 to 31 March 2014 for the Group are summarised as follows:

■ completed 16 audit assignments on various business units of the Group covering manufacturing, plantation, vehicle distribution and servicing and others.

■ sought operating management explanations and action plans on issues highlighted in the internal audit reports, and conducted subsequent follow-up reviews.

■ audit reports, including relevant action plans agreed with operating management are circulated to responsible senior management and are tabled at Audit Committee meetings.

■ summarised the related party transactions entered into by the Company and the Group and tabled at Audit Committee meetings.

■ reviewed and appraised the soundness, adequacy and application of accounting, financial and other controls and promoting effective control in the Company and the Group at reasonable cost.

■ monitored compliance with policies and procedures set and reviewed the adequacy and effectiveness of those policies & procedures manuals and standards relating to subsidiaries and business units of the Group.

■ presented and obtained approval from the Audit Committee, the internal audit plans, strategies and scope of work.

3232

FINANCIAL REPORT


CONTENTSFINANCIAL REPORTfor the fi nancial year ended 31 March 2013

CONTENTSFINANCIAL REPORTfor the fi nancial year ended 31 March 2014

34

40

40

41

45

46

50

53

43

DIRECTORS’ REPORT

STATEMENT BY DIRECTORS

STATUTORY DECLARATION

INDEPENDENT AUDITORS’ REPORT

STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

STATEMENTS OF CHANGES IN EQUITY

STATEMENTS OF CASH FLOWS

NOTES TO THE FINANCIAL STATEMENTS

STATEMENTS OF FINANCIAL POSITION

129 SUPPLEMENTARY INFORMATION - DISCLOSURE OF REALISED AND UNREALISED PROFITS/LOSSES

3333

The Company is principally an investment holding company.

The principal activities of the subsidiaries are set out in Note 5 to the financial statements. There have been no significant changes in the nature of these activities during the financial year.

The directors hereby submit their report and the audited financial statements of the Group and of the Company for the year ended 31 March 2014.

PRINCIPAL ACTIVITIES

DIVIDENDSThe amount of dividends paid since the end of the previous financial year were as follows:

The directors now recommend a final single-tier dividend of 5.0 sen per ordinary share for shareholders’ approval at the forthcoming annual general meeting. The financial statements for the current financial year do not reflect this proposed final dividend. Such dividend, if approved by the share-holders, will be accounted for as a liability in the financial year ending 31 March 2015.

RESERVES AND PROVISIONSAll material transfers to or from reserves or provisions during the financial year are disclosed in the financial statements.

ISSUES OF SHARES AND DEBENTURESDuring the financial year,

(a) there were no changes in the authorised and issued and paid-up capital of the Company; and

(b) there were no issues of debentures by the Company.

TREASURY SHARESThe details of the treasury shares are disclosed in Note 22 to the financial statements.

OPTIONS GRANTED OVER UNISSUED SHARESDuring the financial year, no options were granted by the Company to any person to take up any unissued shares in the Company.

RESULTS THE GROUP THE COMPANY RM’000 RM’000 Profit after taxation for the financial year 28,309 85,610 Attributable to:- Owners of the Company 27,432 85,610Non-controlling interests 877 - 28,309 85,610

In respect of the financial year ended 31 March 2013: RM’000 Paid on 18 October 2013 - Final single-tier dividend of 5.0 sen per ordinary share 4,838 In respect of the financial year ended 31 March 2014: Paid on 28 March 2014 - Interim single-tier dividend of 3.0 sen per ordinary share 2,898 7,736

DIRECTORS’ REPORT


3434

DIRECTORS’ REPORT (CONT’D)


BAD AND DOUBTFUL DEBTSBefore the financial 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 satisfied themselves that all known bad debts had been written off 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 further writing off of bad debts, or the additional allowance for impairment losses on receivables in the financial statements of the Group and of the Company.

CURRENT ASSETSBefore the financial 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 values 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 financial statements misleading.

VALUATION METHODSAt 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.

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 financial 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 financial statements of the Group and of the Company which would render any amount stated in the financial statements misleading.

ITEMS OF AN UNUSUAL NATUREThe results of the operations of the Group and of the Company during the financial year were not, in the opinion of the directors, substantially affected by any item, transaction or event of a material and unusual nature except for the recognition of an unrealised loss on foreign exchange of RM11,376,000 (2013 – RM3,742,000) during the financial year.

There has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the directors, to affect substantially the results of the operations of the Group and of the Company for the financial year.

(i) any charge on the assets of the Group and of the Company that has arisen since the end of the financial 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 financial year.

CONTINGENT AND OTHER LIABILITIES The contingent liability is disclosed in Note 47 to the financial statements. At the date of this report, there does not exist:-

3535


DIRECTORSThe directors who served since the date of the last report are as follows:

GEN. TAN SRI (DR) MOHAMED HASHIM BIN MOHD ALI (RTD) (CHAIRMAN)DATO’ SRI TEE BOON KEE (MANAGING DIRECTOR)DATO’ IR. HAJI NOOR AZMI BIN JAAFARDATIN SRI CHUNG GEOK SIEW DATO’ TEE BOON KEAT CHUNG CHEE SUN DATO’ DR M SHANMUGHALINGAM DATO’ EOW KWAN HOONGDATO’ LEON TEE WEE LENG (APPOINTED ON 29 MAY 2013)DATO’ MOHAMED NIZAM BIN ABDUL RAZAK (RETIRED AT AGM HELD ON 12 SEPTEMBER 2013)

Pursuant to Article 90 of the Articles of Association of the Company, Datin Sri Chung Geok Siew and Dato’ Eow Kwan Hoong retire by rotation at the forthcoming annual general meeting and, being eligible, offer themselves for re-election.

Pursuant to Section 129 of the Companies Act 1965, Gen. Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd) and Dato’ Dr M SHANmughalingam, retire at the forthcoming annual general meeting and, being eligible, offer themselves for re-appointment.


3636



DIRECTORS’ INTERESTSIn accordance with the register of directors’ shareholdings, the interests of directors in office at the end of the financial year in shares in the Company and its related corporations during the financial year are as follows:

Pursuant to Section 6A of the Companies Act 1965, the substantial shareholders of the Company, namely Dato’ Sri Tee Boon Kee, Datin Sri Chung Geok Siew and Dato’ Tee Boon Keat are deemed to be interested in shares in the subsidiaries to the extent of the Company’s interests.

NUMBER OF ORDINARY SHARES OF RM1 EACH AT 1 APRIL 2013 / AT DATE OF APPOINTMENT BOUGHT SOLD 31 MARCH 2014 Interests In Shares In The Company DIRECT GEN. TAN SRI (DR) MOHAMED HASHIM BIN MOHD ALI (Rtd) 412,500 - - 412,500DATO’ SRI TEE BOON KEE 2,855,005 - - 2,855,005DATO’ IR. HAJI NOOR AZMI BIN JAAFAR 2,162,927 - - 2,162,927DATIN SRI CHUNG GEOK SIEW 653,750 - - 653,750DATO’ TEE BOON KEAT 1,703,516 - - 1,703,516CHUNG CHEE SUN 450,000 - - 450,000DATO’ DR M SHANMUGHALINGAM 415,000 - - 415,000DATO’ EOW KWAN HOONG 100,000 - - 100,000DATO’ LEON TEE WEE LENG 983,350 - - 983,350 INDIRECT DATO’ SRI TEE BOON KEE 36,628,823 1,883,600 - 38,512,423DATO’ IR. HAJI NOOR AZMI BIN JAAFAR 4,498,945 - - 4,498,945DATIN SRI CHUNG GEOK SIEW 38,830,078 1,883,600 - 40,713,678DATO’ TEE BOON KEAT 33,167,770 - - 33,167,770CHUNG CHEE SUN 9,430,405 - - 9,430,405DATO’ LEON TEE WEE LENG 5,423,599 1,883,600 - 7,307,199

NUMBER OF ORDINARY SHARES OF RUPIAH 1,000,000 EACH AT AT 1 APRIL 2013 BOUGHT SOLD 31 MARCH 2014 Interest In Shares In a Subsidiary, PT Rebinmas Jaya INDIRECT DATO’ SRI TEE BOON KEE * 19,950 - - 19,950DATIN SRI CHUNG GEOK SIEW * 19,950 - - 19,950

* - Deemed interests by virtue of interests held in the Company and Taipan Hectares Sdn. Bhd. pursuant to Section 6A of the Companies Act 1965.

3737



Directors’ BenefitsSince the end of the previous financial year, no director has received or become entitled to receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by directors as shown in the financial statements, or the fixed salary of a full-time employee of the Company) by reason of a contract made by the Company or a related corporation with the director or with a firm of which the director is a member, or with a company in which the director has a substantial financial interest except for any benefits which may be deemed to arise from transactions entered into in the ordinary course of business with companies in which certain directors have substantial financial interests as disclosed in Note 44 to the financial statements.

Neither during nor at the end of the financial year was the Group or the Company a party to any arrangements whose object is to enable the directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.

3838


SIGNIFICANT EVENT OCCURRING AFTER THE REPORTING PERIODThe significant event occurring after the reporting period is disclosed in Note 50 to the financial statements.

AUDITORSThe auditors, Messrs. Crowe Horwath, have expressed their willingness to continue in office.

SIGNED IN ACCORDANCE WITH A RESOLUTION OF THE DIRECTORSDATED 21 JULY 2014

Gen. Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd)Chairman


DIRECTORS’ REPORT (CONT’D) 3939


STATEMENT BY DIRECTORS

We, Dato’ Sri Tee Boon Kee and Datin Sri Chung Geok Siew, being two of the directors of Delloyd Ventures Berhad, state that, in the opinion of the directors, the financial statements set out on pages 43 to 128 are drawn up in accordance with Financial Reporting Standards and the requirements of the Companies Act 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company at 31 March 2014 and of their financial performance and cash flows for the financial year ended on that date.

The supplementary information set out in Note 52, which is not part of the financial statements, is prepared in all material respects, in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits 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 DIRECTORSDATED 21 JULY 2014

Dato’ Sri Tee Boon Kee Datin Sri Chung Geok Siew

STATUTORY DECLARATION

I, Chan Yoke Hoong, I/C No. 540216-10-5619, being the officer primarily responsible for the financial management of Delloyd Ventures Berhad, do solemnly and sincerely declare that the financial statements set out on pages 43 to 128 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 Chan Yoke Hoong, I/C No. 540216-10-5619,at Klang in Selangor Darul Ehsan on this 21 July 2014

Chan Yoke Hoong

Before me

Commissioner for Oaths

4040


INDEPENDENT AUDITORS’ REPORT TO THEMEMBERS OF DELLOYD VENTURES BERHAD

Report on the Financial StatementsWe have audited the financial statements of Delloyd Ventures Berhad, which comprise the statements of financial position as at 31 March 2014 of the Group and of the Company, and the statements of profit or loss and other comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company for the financial year then ended, and a summary of significant accounting policies and other explanatory information, as set out on pages 43 to 128.

Directors’ Responsibility for the Financial StatementsThe directors of the Company are responsible for the preparation of financial statements that give a true and fair view in accordance with 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 financial statements that are free from material misstatement, whether due to fraud or error.

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation of financial 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 entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. OpinionIn our opinion, the financial statements give a true and fair view of the financial position of the Group and of the Company as of 31 March 2014 and of their financial performance and cash flows for the financial year then ended in accordance with Financial Reporting Standards and the requirements of the Companies Act 1965 in Malaysia.

4141

INDEPENDENT AUDITORS’ REPORT TO THEMEMBERS OF DELLOYD VENTURES BERHAD (CONT’D)

Report on Other Legal and Regulatory RequirementsIn accordance with the requirements of the Companies Act 1965 in Malaysia, we also report the following:-

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

(b) We have considered the financial statements and the auditors’ reports of the subsidiaries of which we have not acted as auditors, which are indicated in Note 5 to the financial statements.

(c) We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company’s financial statements are in form and content appropriate and proper for the purposes of the preparation of the financial statements of the Group and we have received satisfactory information and explanations required by us for those purposes.

(d) The audit reports on the financial statements of the subsidiaries did not contain any qualification or any adverse comment made under Section 174(3) of the Act.

The supplementary information set out in Note 52 to the financial statements is disclosed to meet the requirements of Bursa Malaysia Securities Berhad and is not part of the financial 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 Profits 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 MattersThis 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 Onn Kien HoeFirm No: AF 1018 Approval No: 1772/11/14 (J/PH)Chartered Accountants Chartered Accountant

21 July 2014

Kuala Lumpur


4242

STATEMENTS OF FINANCIAL POSITION AT 31 MARCH 2014


THE GROUP THE COMPANY 2014 2013 2014 2013 NOTE RM’000 RM’000 RM’000 RM’000 ASSETS NON-CURRENT ASSETS Investment in subsidiaries 5 - - 140,383 130,815Investment in associates 6 48,255 38,525 - -Property, plant and equipment 7 131,096 118,186 - -Plantation development expenditure 8 167,485 176,585 - -Investment properties 9 6,758 7,126 - -Other investments 10 2,601 2,601 - -Goodwill 11 10,517 11,480 - -Deferred tax assets 12 3,523 3,666 - - 370,235 358,169 140,383 130,815

CURRENT ASSETS Inventories 13 53,942 54,616 - -Trade receivables 14 69,114 54,261 - -Other receivables, deposits and prepayments 15 15,500 15,040 2 2Amounts owing by subsidiaries 16 - - 95,208 41,677Amounts owing by related parties 27 333 12,836 - -Dividend receivable - - 5,100 10,418Tax refundable 3,431 8,956 19 4,517Short-term investments 17 36,486 23,081 13,635 219Deposits with financial institutions 18 705 3,383 - -Cash and bank balances 34,207 31,544 4,857 5,628Derivative asset 19 82 57 - -

213,800 203,774 118,821 62,461 TOTAL ASSETS 584,035 561,943 259,204 193,276

4343

STATEMENTS OF FINANCIAL POSITION AT 31 MARCH 2014 (CONT’D)

THE GROUP THE COMPANY 2014 2013 2014 2013 NOTE RM’000 RM’000 RM’000 RM’000 EQUITY AND LIABILITIES EQUITY Share capital 20 100,004 100,004 100,004 100,004Share premium 21 20,470 20,470 20,470 20,470Treasury shares 22 (9,334) (8,687) (9,334) (8,687)Other reserves 23 (10,726) (7,571) - -Retained profits 24 332,678 314,019 138,004 60,130

TOTAL EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY 433,092 418,235 249,144 171,917

NON-CONTROLLING INTERESTS 22,680 22,898 - -

TOTAL EQUITY 455,772 441,133 249,144 171,917

NON-CURRENT LIABILITIES Long-term borrowings 25 7,947 25,778 1,140 9,180Amount owing to a related party 27 2,851 3,268 - -Deferred tax liabilities 28 13,287 14,376 - 3,473Deferred income 29 55 142 - - 24,140 43,564 1,140 12,653

CURRENT LIABILITIES Trade payables 30 49,956 30,836 - -Other payables and accruals 31 26,360 19,191 847 538Amounts owing to related parties 27 4,893 5,939 - -Short-term borrowings 32 22,608 20,938 8,040 8,040Provision for taxation 246 61 - -Derivative liabilities 19 60 203 33 128Bank overdraft 34 - 78 - - 104,123 77,246 8,920 8,706 TOTAL LIABILITIES 128,263 120,810 10,060 21,359

TOTAL EQUITY AND LIABILITIES 584,035 561,943 259,204 193,276 NET ASSETS PER SHARE (RM) 35 4.48 4.32

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


4444

STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

THE GROUP THE COMPANY 2014 2013 2014 2013 NOTE RM’000 RM’000 RM’000 RM’000

REVENUE 36 411,224 424,674 109,395 34,980 COST OF SALES (321,088) (339,024) - - GROSS PROFIT 90,136 85,650 109,395 34,980 OTHER (LOSS)/INCOME (7,244) 120 2,668 1,240

82,892 85,770 112,063 36,220

PERSONNEL EXPENSES (25,885) (24,954) (271) (294) ADMINISTRATIVE EXPENSES (19,413) (17,921) (145) (781) SHARE OF PROFITS IN ASSOCIATES, NET OF TAX 1,547 4,182 - - FINANCE COSTS (3,345) (3,511) (755) (1,198) PROFIT BEFORE TAXATION 37 35,796 43,566 110,892 33,947 INCOME TAX EXPENSE 38 (7,487) (8,929) (25,282) (8,475) PROFIT AFTER TAXATION 28,309 34,637 85,610 25,472 OTHER COMPREHENSIVE INCOME, NET OF TAX Items that may be reclassified subsequently to profit or loss- Fair value changes of available-for-sale financial assets - (155) - -- Foreign currency translation (6,052) (2,309) - - (6,052) (2,464) - - TOTAL COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR 22,257 32,173 85,610 25,472

PROFIT AFTER TAXATION ATTRIBUTABLE TO:- Owners of the Company 27,432 32,929 85,610 25,472Non-controlling interests 877 1,708 - -

28,309 34,637 85,610 25,472 TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO:- Owners of the Company 24,277 31,681 85,610 25,472Non-controlling interests (2,020) 492 - - 22,257 32,173 85,610 25,472

EARNINGS PER SHARE

- Basic 39 28.4 sen 34.0 sen



4545

STATEMENTS OF CHANGES IN EQUITYFOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

NO

N-DI

STRI

BUTA

BLE

DIST

RIBU

TABL

E

AT

TRIB

UTAB

LE

FA

IR

TO

OW

NERS

NO

N-

SH

ARE

TREA

SURY

SH

ARE

TRAN

SLAT

ION

VALU

E RE

TAIN

ED

OF T

HE

CONT

ROLL

ING

TOTA

L

CA

PITA

L SH

ARES

PR

EMIU

M

DEFI

CIT

RESE

RVE

PROF

ITS

COM

PANY

IN

TERE

STS

EQUI

TYTH

E GR

OUP

NOTE

RM

’000

RM

’000

RM

’000

RM

’000

RM

’000

RM

’000

RM

’000

RM

’000

RM

’000

Balan

ce a

t 01.

04.2

012

1

00,0

04

(8,0

59)

20,4

70

(6,5

00)

177

292,

715

398,

807

22,7

22

421,

529

Prof

it af

ter t

axat

ion

for t

he fi

nanc

ial y

ear

-

- -

- -

32,9

29

32,9

29

1,70

8 34

,637

Othe

r com

preh

ensiv

e in

com

e fo

r t

he fi

nanc

ial y

ear,

net o

f tax

:- F

air v

alue

chan

ges

of a

vaila

ble-

for-

sale

finan

cial a

sset

s

- -

- -

(134

) -

(134

) -

(134

)- F

oreig

n cu

rrenc

y tra

nslat

ion

-

- -

(1

,950

) -

- (1

,950

) (1

,216

) (3

,166

)- C

ryst

allisa

tion

of re

serv

es u

pon

disp

osal

of s

ubsid

iary

-

- -

857

(21)

-

836

- 83

6To

tal c

ompr

ehen

sive

inco

me

for

the

finan

cial y

ear

-

- -

(1,0

93)

(155

) 32

,929

31

,681

49

2 32

,173

Cont

ribut

ions

by

and

dist

ribut

ions

t

o th

e ow

ners

of t

he C

ompa

ny:

- Pur

chas

e of

trea

sury

sha

res

- (6

28)

- -

- -

(628

) -

(628

)

- Divi

dend

s 40

-

- -

- -

(11,

625)

(1

1,62

5)

(316

) (1

1,94

1)

Balan

ce a

t 31.

03.2

013

10

0,00

4 (8

,687

) 20

,470

(7

,593

) 22

31

4,01

9 41

8,23

5 22

,898

44

1,13

3

The

anne

xed

note

s fo

rm a

n in

tegr

al p

art o

f the

se fi

nanc

ial s

tate

men

ts.


4646

STATEMENTS OF CHANGES IN EQUITYFOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 (CONT’D)

The

anne

xed

note

s fo

rm a

n in

tegr

al p

art o

f the

se fi

nanc

ial s

tate

men

ts.

NO

N-DI

STRI

BUTA

BLE

DIST

RIBU

TABL

E

ATTR

IBUT

ABLE

FA

IR

TO

OW

NERS

NO

N-

SHAR

E TR

EASU

RY

SHAR

E TR

ANSL

ATIO

N VA

LUE

RETA

INED

OF

THE

CO

NTRO

LLIN

G TO

TAL

CAPI

TAL

SHAR

ES

PREM

IUM

DE

FICI

T RE

SERV

E PR

OFIT

S CO

MPA

NY

INTE

REST

S EQ

UITY

THE

GROU

P NO

TE

RM’0

00

RM’0

00

RM’0

00

RM’0

00

RM’0

00

RM’0

00

RM’0

00

RM’0

00

RM’0

00

Balan

ce a

t 31.

03.2

013/

01.0

4.20

13

10

0,00

4 (8

,687

) 20

,470

(7

,593

) 22

31

4,01

9 41

8,23

5 22

,898

44

1,13

3

Prof

it af

ter t

axat

ion

for t

he fi

nanc

ial y

ear

-

- -

- -

27,4

32

27,4

32

877

28,3

09

Othe

r com

preh

ensiv

e in

com

e fo

r t

he fi

nanc

ial y

ear,

net o

f tax

:- F

oreig

n cu

rrenc

y tra

nslat

ion

-

- -

(3,1

55)

- -

(3,1

55)

(2,8

97)

(6,0

52)

Tota

l com

preh

ensiv

e in

com

e

f

or th

e fin

ancia

l yea

r

- -

- (3

,155

) -

27,4

32

24,2

77

(2,0

20)

22,2

57

Cont

ribut

ions

by

and

dist

ribut

ions

t

o th

e ow

ners

of t

he C

ompa

ny:

- Pur

chas

e of

trea

sury

sha

res

-

(647

) -

- -

- (6

47)

- (6

47)

- Divi

dend

s 40

-

- -

- -

(7,7

36)

(7,7

36)

- (7

,736

)- A

ccre

tion

of in

tere

st in

a s

ubsid

iary

-

- -

- -

(1,0

37)

(1,0

37)

1,03

7 -

- Sub

scrip

tion

of s

hare

s in

a s

ubsid

iary

-

- -

- -

- -

765

765

Balan

ce a

t 31.

03.2

014

10

0,00

4 (9

,334

) 20

,470

(1

0,74

8)

22

332,

678

433,

092

22,6

80

455,

772


4747


NO

N-DI

STRI

BUTA

BLE

D

ISTR

IBUT

ABLE

SH

ARE

TREA

SURY

SH

ARE

RETA

INED

TO

TAL

CA

PITA

L SH

ARES

PR

EMIU

M

PROF

ITS

EQUI

TY

NO

TE

RM’0

00

RM’0

00

RM’0

00

RM’0

00

RM’0

00

THE

COM

PANY

Bala

nce

at 0

1.04

.201

2

10

0,00

4 (8

,059

) 20

,470

46

,283

15

8,69

8

Pr

ofit

afte

r tax

atio

n/ T

otal

com

preh

ensi

ve in

com

e fo

r the

fina

ncia

l yea

r

-

- -

25,4

72

25,4

72

Cont

ribut

ions

by

and

dist

ribut

ions

to th

e ow

ners

of

the

Com

pany

:

- Pur

chas

e of

trea

sury

sha

res

- (6

28)

- -

(628

)- D

ivid

ends

40

- -

- (1

1,62

5)

(11,

625)

Bala

nce

at 3

1.03

.201

3

10

0,00

4 (8

,687

) 20

,470

60

,130

17

1,91

7


The

anne

xed

note

s fo

rm a

n in

tegr

al p

art o

f the

se fi

nanc

ial s

tate

men

ts.

4848


NON

-DIS

TRIB

UTAB

LE

D

ISTR

IBUT

ABLE

SHAR

E TR

EASU

RY

SHAR

E RE

TAIN

ED

TOTA

L

CAPI

TAL

SHAR

ES

PREM

IUM

PR

OFIT

S EQ

UITY

NOTE

RM

’000

RM

’000

RM

’000

RM

’000

RM

’000

THE

COM

PANY

Bala

nce

at 3

1.03

.201

3/01

.04.

2013

10

0,00

4 (8

,687

) 20

,470

60

,130

17

1,91

7

Prof

it af

ter t

axat

ion/

Tot

al c

ompr

ehen

sive

inco

me

for t

he fi

nanc

ial y

ear

- -

- 85

,610

85

,610

Cont

ribut

ions

by

and

dist

ribut

ions

to th

e ow

ners

of

the

Com

pany

:

- Pur

chas

e of

trea

sury

sha

res

- (6

47)

- -

(647

)- D

ivid

ends

40

- -

- (7

,736

) (7

,736

)

Bala

nce

at 3

1.03

.201

4

10

0,00

4 (9

,334

) 20

,470

13

8,00

4 24

9,14

4


The

anne

xed

note

s fo

rm a

n in

tegr

al p

art o

f the

se fi

nanc

ial s

tate

men

ts.

4949

STATEMENTS OF CASH FLOWSFOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

THE GROUP THE COMPANY 2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 CASH FLOWS FROM/(FOR) OPERATING ACTIVITIES Profit before taxation 35,796 43,566 110,892 33,947 Adjustments for:- Allowance for impairment losses on receivables 7 163 - -Amortisation of plantation development expenditure 5,380 5,181 - -Bad debts written off 3 7 - -Depreciation of: - investment properties 96 28 - -- property, plant and equipment 12,939 15,396 - -Fair value gain on derivatives (224) (213) (95) (98)Provision/(Writeback of provision) for warranty claims 415 (266) - -Impairment losses on: - investment in a subsidiary - - - 581Interest expense 2,377 3,378 638 1,015Amounts written off:- plant and equipment 104 1,533 - -- plantation development expenditure 128 158 - -Reversal of impairment loss on investment in a subsidiary - - (68) -Gain on disposal of- investment in subsidiaries # (694) - -- plant and equipment (296) (428) - -Writedown in value of inventories 982 2 - -Dividend income from - subsidiaries - - (109,395) (34,980)- short-term and other investments (713) (786) (74) (54)Loss on foreign exchange - unrealised 11,376 3,742 - -Interest income- deposits with licensed banks (819) (462) (202) (29)- advances to subsidiaries - - (2,286) (1,041)Rental income (749) (729) - -Share of profits in associates, net of tax (1,547) (4,182) - -Writeback in value of inventories (207) (1,742) - -

Operating profit/(loss) before working capital changes 65,048 63,652 (590) (659)

# - RM2



5050

STATEMENTS OF CASH FLOWSFOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 (CONT’D)

THE GROUP THE COMPANY 2014 2013 2014 2013 NOTE RM’000 RM’000 RM’000 RM’000 Operating profit /(loss) before working capital changes 65,048 63,652 (590) (659)Increase in inventories (1,578) (9,749) - -(Increase)/Decrease in trade and other receivables (3,755) 18,493 - -Increase in trade and other payables 21,855 7,563 310 255Warranty claims paid (1,091) (668) - - CASH FROM/(FOR) OPERATIONS 80,479 79,291 (280) (404)Income tax paid (1,875) (9,353) (24,257) (7,726)Interest paid (2,377) (3,378) (638) (1,015)

NET CASH FROM/(FOR) OPERATING ACTIVITIES 76,227 66,560 (25,175) (9,145) CASH FLOWS (FOR)/FROM INVESTING ACTIVITIES Subscription of additional shares in a subsidiary - - (9,500) -Repayment to subsidiaries - - (51,245) (1,292)Dividends received from:- subsidiaries - - 114,712 31,613- an associate 1,415 906 - -- short-term investments 713 786 74 54Net cash inflows from disposal of subsidiaries # 278 - -Interest received 819 462 202 29Payments for plantation development expenditure (6,422) (9,560) - -Subscription of additional shares in an associate (9,570) - - -Purchase of property, plant and equipment 7(a) (25,780) (15,251) - -Proceeds from disposal of plant and equipment 484 644 - -Proceeds from disposal of other investment - 322 - -Payment for acquisition of business 11(c) - (3,600) - -Rental received 749 729 - - NET CASH (FOR)/FROM INVESTING ACTIVITIES (37,592) (24,284) 54,243 30,404 BALANCE CARRIED FORWARD 38,635 42,276 29,068 21,259

# - RM2



5151

STATEMENTS OF CASH FLOWSFOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 (CONT’D)


THE GROUP THE COMPANY 2014 2013 2014 2013 NOTE RM’000 RM’000 RM’000 RM’000 BALANCE BROUGHT FORWARD 38,635 42,276 29,068 21,259

CASH FLOWS FOR FINANCING ACTIVITIES Dividends paid (7,736) (11,941) (7,736) (11,625)Net repayment of revolving credit and draft loans - (7,386) - -Drawdown of term loans 1,840 14,652 - -Proceeds from issuance of shares by a subsidiary to a non-controlling interest 765 - - -Purchase of treasury shares (647) (628) (647) (628)Repayment of term loans (18,253) (29,750) (8,040) (8,040)Repayment of finance lease obligations (560) - - -

NET CASH FOR FINANCING ACTIVITIES (24,591) (35,053) (16,423) (20,293)

NET INCREASE IN CASH AND CASH EQUIVALENTS 14,044 7,223 12,645 966

FOREIGN EXCHANGE DIFFERENCES (576) (252) - -

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE FINANCIAL YEAR 57,930 50,959 5,847 4,881

CASH AND CASH EQUIVALENTS AT END OF THE FINANCIAL YEAR 42 71,398 57,930 18,492 5,847

5252

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014


1. GENERAL INFORMATION The Company is incorporated as a public company limited by shares under the Companies Act 1965 in Malaysia.

The registered office is located at No. 52A, Lebuh Enggang, 41150 Klang, Selangor Darul Ehsan.

The principal place of business is located at Lot 33004/5 and Lot 48938, Jalan Kebun, Kampung Jawa, 42450 Klang, Selangor Darul Ehsan.

The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the directors dated 21 July 2014.

2. PRINCIPAL ACTIVITIES

The Company is principally an investment holding company.

The principal activities of the subsidiaries are set out in Note 5 to the financial statements. There have been no significant changes in the nature of these activities during the financial year.

3. BASIS OF PREPARATION

The financial statements of the Group and of the Company are prepared under the historical cost convention and modified to include other bases of valuation as disclosed in other sections under significant accounting policies, and in compliance with Financial Reporting Standards (“FRSs”) and the requirements of the Companies Act 1965 in Malaysia.

3.1 During the current financial year, the Group has adopted the following new accounting standards and interpretations (including the

consequential amendments, if any):- FRSs and IC Interpretations (Including The Consequential Amendments)

FRS 10 Consolidated Financial Statements FRS 11 Joint Arrangements FRS 12 Disclosure of Interests in Other Entities FRS 13 Fair Value Measurement FRS 119 (2011) Employee Benefits FRS 127 (2011) Separate Financial Statements FRS 128 (2011) Investments in Associates and Joint Ventures Amendments to FRS 7: Disclosures – Offsetting Financial Assets and Financial Liabilities Amendments to FRS 10, FRS 11 and FRS 12: Transition Guidance Amendments to FRS 101: Presentation of Items of other Comprehensive Income IC Interpretation 20 Stripping Costs in the Production Phase of a Surface Mine Annual Improvements to FRSs (2012)

The adoption of the above accounting standards and interpretations (including the consequential amendments) are not relevant to the Group and the Company’s operations except as follows:-

FRS 10 & Amendments to FRS 10: Transition Guidance FRS 10 replaces the consolidation guidance in FRS 127 and IC Interpretation 112. Under FRS 10, there is only one basis for

consolidation, which is control. Extensive guidance has been provided in the standard to assist in the determination of control.

FRS 12 & Amendments to FRS 12: Transition Guidance FRS 12 is applicable to entities that have interests in subsidiaries, joint arrangements, associates and/or unconsolidated structured

entities. FRS 12 is a disclosure standard and requires extensive disclosures of which the additional disclosures are disclosed in Notes 5 and 6 to the financial statements.

5353



3. BASIS OF PREPARATION (CONT’D)

3.1 During the current financial year, the Group has adopted the following new accounting standards and interpretations (including the

consequential amendments, if any):- FRS 13 FRS 13 defines fair value, provides guidance on how to determine fair value and requires disclosures about fair value measurements.

The scope of FRS 13 is broad; it applies to both financial instrument items and non-financial instrument items for which other FRSs require or permit fair value measurements and disclosures about fair value measurements, except in specified circumstances. FRS 13 has been applied prospectively as of the beginning of the current financial year and there are no material impacts on the financial statements of the Group upon its initial application.

FRS 119 (2011) FRS 119 (2011) changes the accounting for defined benefit plans and termination benefits. The amendments require the

recognition of changes in defined benefit obligations and in the fair value of planned assets when they occur, and hence eliminate the ‘corridor approach’ permitted under the previous version of FRS 119 and accelerate the recognition of past service costs. The amendments also require all actuarial gains and losses to be recognised immediately through other comprehensive income in order for the net pension asset or liability recognised in the consolidated statement of financial position to reflect the full value of the planned deficit or surplus. There are no material impacts on the financial statements of the Group upon its initial application.

FRS 127 (2011) Generally there will be no impact as the new standard (accounting treatments and disclosures on the ‘company level’) is identical

to the current standard.

FRS 128 (2011) Generally there will be no impact as the new standard is amended for conforming changes based on the issuance of FRS 10, FRS

11 and FRS 12.

Amendments to FRS 7: Disclosures – Offsetting Financial Assets and Financial Liabilities The amendments to FRS 7 (Disclosures – Offsetting Financial Assets and Financial Liabilities) require disclosures that will enable

users of an entity’s financial statements to evaluate the effect or potential effect of netting arrangements, including rights of set-off associated with the entity’s recognised financial assets and recognised financial liabilities, on the entity’s financial position. The impacts on the financial statements of the Group and of the Company upon their application are disclosed in Note 27 to the financial statements.

Amendments to FRS 101: Presentation of Items of Other Comprehensive Income The amendments to FRS 101 retain the option to present profit or loss and other comprehensive income in either a single

statement or in two separate but consecutive statements. In addition, items presented in other comprehensive income section are to be grouped based on whether they are potentially re-classifiable to profit or loss subsequently i.e. those that might be reclassified and those that will not be reclassified. Income tax on items of other comprehensive income is required to be allocated on the same basis. There will be no financial impact on the financial statements of the Group upon its initial application other than the presentation format of the statements of profit or loss and other comprehensive income.

Annual Improvements to FRSs (2012). The Annual Improvements to FRSs (2012) contain amendments to FRS 1, FRS 101, FRS 116, FRS 132 and FRS 134. These

amendments have no material impact on the financial statements of the Group and of the Company upon their initial application. The adoption of the above accounting standards and interpretations (including the consequential amendments) did not have any

material impact on the Group’s financial statements.

5454



FRSs and IC Interpretations (Including The Consequential Amendments) Effective Date

FRS 9 (2009) Financial Instruments ) To beFRS 9 (2010) Financial Instruments ) announcedFRS 9 Financial Instruments (Hedge Accounting and Amendments to FRS 7, FRS 9 and FRS 139) ) by MASBAmendments to FRS 9 and FRS 7: Mandatory Effective Date of FRS 9 and Transition Disclosures ) FRS 14 Regulatory Deferred Accounts 1 January 2016Amendments to FRS 10, FRS 12 and FRS 127 (2011): Investment Entities 1 January 2014Amendments to FRS 11: Accounting for acquisitions of Interests in Joint Operations 1 January 2016Amendments to FRS 116 and FRS 138: Clarification of Acceptable Method of Depreciation and Amortisation 1 January 2016Amendments to FRS 119: Defined Benefit Plans – Employee Contributions 1 July 2014Amendments to FRS 132: Offsetting Financial Assets and Financial Liabilities 1 January 2014Amendments to FRS 136: Recoverable Amount Disclosures for Non-financial Assets 1 January 2014Amendments to FRS 139: Novation of Derivatives and Continuation of Hedge Accounting 1 January 2014IC Interpretation 21 Levies 1 January 2014Annual Improvements to FRSs 2010 – 2012 Cycle 1 July 2014Annual Improvements to FRSs 2011 – 2013 Cycle 1 July 2014

The above accounting standards and interpretations (including the consequential amendments) are not relevant to the Group’s operations except as follows:-

FRS 9 (2009), FS 9 (2010) & Amendments to FRS 9 and FRS 7: Mandatory Effective Date of FRS 9 and Transition DisclosuresFRS 9 (2009) introduces new requirements for the classification and measurement of financial assets. Subsequently, this FRS 9 was amended in year 2010 to include requirements for the classification and measurement of financial liabilities and for derecognition (known as FRS 9 (2010)). Generally, FRS 9 replaces the parts of FRS 139 that relate to the classification and measurement of financial instruments. FRS 9 divides all financial assets into 2 categories – those measured at amortised cost and those measured at fair value, based on the entity’s business model for managing its financial assets and the contractual cash flow characteristics of the instruments. For financial liabilities, the standard retains most of the FRS 139 requirement. An entity choosing to measure a financial liability at fair value will present the portion of the change in its fair value due to changes in the entity’s own credit risk in other comprehensive income rather than within profit or loss. The effective date of this standard has been deferred from 1 January 2013 to 1 January 2015. Transitional provisions in FRS 9 were also amended to provide certain relief from retrospective adjustments.

Amendments to FRS 10, FRS 12 & FRS 127 (2011): Investment EntitiesThe amendments to FRS 10, FRS 12 and FRS 127 (2011) require investment entities to measure particular subsidiaries at fair value through profit or loss instead of consolidating them. The Company is an investment entity whose business purpose is to invest funds solely for returns from capital appreciation, investment income or both. Accordingly, the Group will deconsolidate its subsidiaries upon the initial application of these amendments and to fair value the investments in accordance with FRS 139. There will be no financial impacts on the financial statements of the Group and of the Company upon their application.

Amendments to FRS 119: Employee ContributionsThe amendments to FRS 119 simplify the accounting treatment of contributions from employees and third parties to defined benefit plans. Contributions that are independent of the number of years of service shall be recognised as a reduction in the service cost in the period in which the related service is rendered. For contributions that are dependent on the number of years of service, the Company is required to attribute those contributions to periods of service using either based on the plan’s contribution formula or on a straight-line basis, as appropriate. There will be no financial impact on the financial statements of the Group upon its initial application.

Amendments to FRS 132: Offsetting Financial Assets and Financial LiabilitiesThe amendments to FRS 132 provide the application guidance for criteria to offset financial assets and financial liabilities. There will be no financial impact on the financial statements of the Group upon its initial application.


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 financial year:

5555




3.2 The above accounting standards and interpretations (including the consequential amendments) are not relevant to the Group’s operations except as follows (Cont’d):-

Amendments to FRS 136: Recoverable Amount Disclosures for Non-financial Assets The amendments to FRS 136 remove the requirement to disclose the recoverable amount when a cash-generating unit contains

goodwill or intangible assets with indefinite useful lives but there has been no impairment. Therefore, there will be no financial impact on the financial statements of the Group upon its initial application but may impact its future disclosures.

Annual Improvement to FRSs 2010 – 2012 Cycle Generally, there will be no financial impact on the financial statements of the Group upon its initial application.

Annual Improvement to FRSs 2011 – 2013 Cycle Generally, there will be no financial impact on the financial statements of the Group upon its initial application.

3.3 On 19 November 2011, MASB issued a new MASB approved accounting framework, the Malaysian Financial Reporting Standards (“MFRSs”) that are equivalent to International Financial Reporting Standards (“IFRS”).

The MFRSs are to be applied by all Entities Other Than Private Entities for annual periods beginning on or after 1 January 2012, with the exception of entities that are within the scope of MFRS 141 (Agriculture) and IC Interpretation 15 (Agreements for Construction of Real Estate), including its parent, significant investor and venturer (herein called “Transitioning Entities”). The Group falls within the definition of Transitioning Entities and has elected to present its first MFRSs financial statements when the MFRS framework become mandatory. Currently, the MASB has not announced as to when the Transitioning Entities are mandated to comply with the MFRS framework. This is because of the revision in the project timeline on the issuance of new IFRS on Revenue and the proposed limited amendments to IAS 41 (Agriculture) by the International Accounting Standards Board. Accordingly, the Group is unable to assess the potential financial effects of the differences between the accounting standards under FRSs and the MFRSs.

4. SIGNIFICANT ACCOUNTING POLICIES

(a) 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 Group’s accounting policies and disclosures, and have a significant risk of causing a material adjustment to the carrying amounts of assets, liabilities, income and expenses are discussed below:-

(i) 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 and production factors which could change significantly 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 significant and have been 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.

(ii) Income Taxes

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

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4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(a) Critical Accounting Estimates And Judgements (Cont’d )

(iii) Impairment of Non-financial Assets

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 flows from the cash-generating unit and also to apply a suitable discount rate in order to determine the present value of those cash flows.

(iv) Writedown 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.

(v) Classification Between Investment Properties and Owner Occupied Properties

The Group determines whether a property qualifies 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 flows 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 finance 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 insignificant 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 significant that a property does not qualify as investment property.

(vi) Impairment of Trade and Other Receivables

An impairment loss is recognised when there is objective evidence that a financial asset is impaired. Management specifically reviews its loans and receivables financial assets and analyses historical bad debts, customer concentrations, customer creditworthiness, current economic trends and changes in the customer payment terms when making a judgement to evaluate the adequacy of the allowance for impairment losses. Where there is objective evidence of impairment, the amount and timing of future cash flows 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.

(vii) Impairment of Available-for-Sale Financial Assets

The Group reviews its available-for-sale financial 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 significant or prolonged decline in the fair value below their cost. The determination of what is “significant” 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.

(viii) Classification of Leasehold Land

The classification of leasehold land as a finance 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 indefinite 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 finance lease.

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(a) Critical Accounting Estimates And Judgements (Cont’d )

(ix) 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 flows 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 flows. The future cash flows 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.

(x) Fair Value Estimates for Certain Financial Assets and Liabilities

The Group carries certain financial assets and liabilities at fair value, which requires extensive use of accounting estimates and judgement. While significant components of fair value measurement were determined using verifiable 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 profit and/or equity.

(b) Basis of Consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries made up to 31 March 2014.

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 financial statements of subsidiaries to ensure consistency of accounting policies with those of the Group.

Non-controlling interests are presented within equity in the consolidated statement of financial position, separately from the equity attributable to owners of the Company. Profit 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 deficit 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.

All changes in the parent’s 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.

Upon the loss of control of a subsidiary, the Group recognises any gain or loss on disposal in profit 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. reclassified to profit or loss or transferred directly to retained profits). 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 FRS 139 or, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.


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(b) Basis of Consolidation (Cont’d)

Business combinations from 1 April 2011 onwards

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 profit 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 profit or loss.

Non-controlling interests in the acquiree may be initially measured either at fair value or at the non-controlling interests’ proportionate share of the fair value of the acquiree’s identifiable net assets at the date of acquisition. The choice of measurement basis is made on a transaction-by-transaction basis.

Business combinations before 1 April 2011

All subsidiaries are consolidated using the purchase method. At the date of acquisition, the fair values of the subsidiaries’ net assets are determined and these values are reflected in the consolidated financial statements. The cost of acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree, plus any costs directly attributable to the business combination.

Non-controlling interests are initially measured at their share of the fair values of the identifiable assets and liabilities of the acquiree as at the date of acquisition.

(c) Goodwill

Goodwill is measured at cost less accumulated impairment losses, if any. The carrying value of goodwill is reviewed for impairment annually. The impairment value of goodwill is recognised immediately in profit or loss. An impairment loss recognised for goodwill is not reversed in a subsequent period.

Business combinations from 1 April 2011 onwards

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 Group’s previously held equity interest in the acquiree (if any), over the net fair value of the acquiree’s identifiable 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 profit or loss.

Business combinations before 1 April 2011

Under the purchase method, goodwill represents the excess of the fair value of the purchase consideration over the Group’s share of the fair values of the identifiable assets, liabilities and contingent liabilities of the subsidiaries at the date of acquisition.

If, after reassessment, the Group’s interest in the fair values of the identifiable net assets of the subsidiaries exceeds the cost of the business combinations, the excess is recognised as income immediately in profit or loss.

(d) Functional and Foreign Currencies

(i) Functional and Presentation Currency

The individual financial 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 financial statements are presented in Ringgit Malaysia (“RM”), which is the Company’s functional and presentation currency.

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(d) Functional and Foreign Currencies (Cont’d)

(ii) 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 profit or loss except for differences arising from the translation of available-for-sale equity instruments which are recognised in other comprehensive income.

(iii) 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 translation reserve. On disposal of a foreign operation, the cumulative amount recognised in other comprehensive income relating to that particular foreign operation is reclassified from equity to profit 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.

(e) Financial Instruments

Financial instruments are recognised in the statements of financial position when the Group has become a party to the contractual provisions of the instruments.

Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. Interest, dividends, gains and losses relating to a financial instrument classified as a liability, are reported as an expense or income. Distributions to holders of financial instruments classified 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.

Financial instrument is recognised initially at its fair value. Transaction costs that are directly attributable to the acquisition or issue of the financial instrument (other than a financial instrument at fair value through profit or loss) are added to/deducted from the fair value on initial recognition, as appropriate. Transaction costs on the financial instrument at fair value through profit or loss are recognised immediately in profit or loss.

Financial instruments recognised in the statements of financial position are disclosed in the individual policy statement associated with each item.

(i) Financial Assets

On initial recognition, financial assets are classified as either financial assets at fair value through profit or loss, loans and receivables financial assets, held-to-maturity investments, or available-for-sale financial assets, as appropriate.

■ Financial Assets at Fair Value Through Profit or Loss

Financial assets are classified as financial assets at fair value through profit or loss when the financial asset is either held for trading or is designated to eliminate or significantly reduce a measurement or recognition inconsistency that would otherwise arise. Derivatives are also classified as held for trading unless they are designated as hedges.

Financial assets at fair value through profit or loss are stated at fair value, with any gains or losses arising on remeasurement recognised in profit or loss. Dividend income from this category of financial assets is recognised in profit or loss when the Group’s right to receive payment is established.

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(e) Financial Instruments (Cont’d) (i) Financial Assets (Cont’d)

■ Held-to-Maturity Investments

Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed 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 profit or loss on an effective yield basis.

■ Loans and Receivables Financial Assets

Trade receivables and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as loans and receivables financial assets. Loans and receivables financial 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.

■ Available-for-Sale Financial Assets

Available-for-sale financial assets are non-derivative financial assets that are designated in this category or are not classified in any of the other categories.

After initial recognition, available-for-sale financial 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 reclassified from equity into profit or loss. Interest calculated for a debt instrument using the effective interest method is recognised in profit or loss.

Dividends on available-for-sale equity instruments are recognised in profit or loss when the Group’s 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.

(ii) Financial Liabilities

All financial 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 profit or loss.

Fair value through profit or loss category comprises financial liabilities that are either held for trading or are designated to eliminate or significantly reduce a measurement or recognition inconsistency that would otherwise arise. Derivatives are also classified as held for trading unless they are designated as hedges.

(iii) Equity Instruments

Instruments classified as equity are measured at cost and are not remeasured subsequently.

■ 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.

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(e) Financial Instruments (Cont’d) (iii) Equity Instruments (Cont’d)

■ Treasury Shares

When the Company’s 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 classified 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.

(iv) Financial Guarantee Contracts A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder

for a loss it incurs because a specific debtor fails to make payment when due.

The Group and the Company designates corporate guarantee given to financial institutions for credit facilities granted to subsidiaries and related/third parties as insurance contracts as defined in FRS 4 Insurance contracts. The Group and the Company recognised these corporate guarantees as liabilities when there is a present obligation, legal or constructive, as a result of a past event, when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

(v) Derecognition

A financial asset or part of it is derecognised when, and only when, the contractual rights to the cash flows from the financial asset expire or the financial asset is transferred to another party without retaining control or substantially all risks and rewards of the asset. On derecognition of a financial 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 profit or loss.

A financial liability or a part of it is derecognised when, and only when, the obligation specified in the contract is discharged or cancelled or expires. On derecognition of a financial liability, the difference between the carrying amount of the financial liability extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.

(f) Investments in Subsidiaries

Investments in subsidiaries are stated at cost in the statement of financial 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 profit or loss.

(g) Investments in Associates

An associate is an entity in which the Group has a long term equity interest and where it exercises significant influence over the financial and operating policies.

Investments in associate are stated at cost in the statement of financial 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 investment include transaction costs.

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(g) Investments in Associates (Cont’d)

The investment in an associate is accounted for in the consolidated statement of financial position using the equity method, based on the financial statements of the associate made up to 31 March 2014. The Group’s share of the post acquisition profits and other comprehensive income of the associate is included in the consolidated statement of profit or loss and other comprehensive income, after adjustment if any, to align the accounting policies with those of the Group, from the date that significant influence commences up to the effective date on which significant influence ceases or when the investment is classified as held for sale.The Group’s interest in the associate is carried in the consolidated statement of financial position at cost plus the Group’s share of the post-acquisition retained profits and reserves. The cost of investment includes transaction costs.

When the Group’s share of losses exceeds its interest in an associate, the carrying amount of that interest is reduced to zero, and the recognition of further losses is discontinued except to the extent that the Group has an obligation.

Unrealised gains on transactions between the Group and the associates are eliminated to the extent of the Group’s interest in the associates. Unrealised losses are eliminated unless cost cannot be recovered.

When the Group ceases to have significant influence over an associate and the retained interest in the former associate is a financial asset, the Group measures the retained interest at fair value at that date and the fair value is regarded as the initial carrying amount of the financial asset in accordance with MFRS 139. Furthermore, the Group also reclassifies its share of the gain or loss previously recognised in other comprehensive income of that associate to profit or loss when the equity method is discontinued. However, the Group will continue to use the equity method if the dilution does not result in a loss of significant influence or when an investment in a joint venture becomes an investment in an associate. Under such changes in ownership interest, the retained investment is not remeasured to fair value but a proportionate share of the amounts previously recognised in other comprehensive income of the associate will be reclassified to profit or loss where appropriate. All dilution gains or losses arising in investments in associates are recognised in profit or loss.

(h) 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.

Capital work-in-progress represents progress payments made towards the acquisition of land and building and related capital assets which are not ready for commercial use at the end of the reporting date. Capital work-in-progress is stated at cost and will be transferred to the relevant category of long-term assets and depreciated accordingly when the assets are completed and ready for commercial use. Cost of capital work-in-progress includes direct costs and related expenditure.

Depreciation is charged to profit 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:-

Depreciation Rate Residual Value

Freehold buildings 2% - 5% -Leasehold land remaining lease term of - 14 years Leasehold buildings 5% -Plant and machinery 10% - 25% 10% - 20%Factory equipment 10% - 33% 10% - 20%Motor vehicles 12.5% to 25% 10% - 20%Office equipment 10% - 33.33% -Store and store equipment 10% - 20% -Furniture and fittings 10% - 33.33% -Laboratory equipment 10% - 15% -Moulds 20% - 50% -

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

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when the cost is incurred and it is probable that the future economic benefits associated with the asset will flow to the Group and the cost of the asset can be measured reliably. The carrying amount of parts that are replaced is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit 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 benefits are expected from its use. Any gain or loss arising from derecognition of the asset is recognised in profit or loss.

(i) Investment Properties

Investments 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.

Depreciation is charged to profit or loss on the straight-line method over the estimated useful lives of the investment properties. The estimated useful made lives of the investment property is 50 years.

Investment properties are derecognised when they have either been disposed of or when the investment property is permanently withdrawn from use and no future benefit 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 profit 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 reclassified.

(j) Plantation Development Expenditure

Plantation development expenditure comprise cost of land and buildings held for plantation development activities, infrastructure cost such as roads and bridges attached on the plantation estate, cost of planting and development of oil palm and other plantation crops.

Plantation development expenditure, other than freehold land, is stated at cost less accumulated amortisation and impairment losses, if any. Freehold land is stated at cost less impairment losses, if any, and is not depreciated.

Cost of preparation of agriculture land, planting, replanting and upkeep of trees, together with a portion of indirect overheads including general and administrative expenses, are capitalised as immature plantations and transferred to mature plantations account when the trees have matured and meet the criteria for commercial production. Mature plantations are amortised over the estimated productive life of the trees which yield was determined by vegetative growth and management estimation.

Amortisation is calculated on the straight-line method to write off the cost over their estimated useful lives. Amortisation of an asset does not cease when the asset becomes idle or is retired from active use unless the asset is fully amortised. The principal annual rates of amortisation are:

(h) Property, Plant and Equipment (Cont’d)

Mature plantations 20 years Leasehold land remaining lease term of 40 and 45 years Freehold buildings 5% Leasehold buildings 8 - 20 years Roads and bridges 10%

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(j) Plantation Development Expenditure (Cont’d)

The amortisation method and useful life 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 benefits embodied in the items of plantation development expenditure.

An item of plantation development expenditure is derecognised upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising from derecognition of the asset is included in the profit or loss in the year the asset is derecognised.

(k) Impairment

(i) Impairment of Financial Assets

All financial assets (other than those categorised at fair value through profit 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 flows of the asset. For an equity instrument, a significant 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 financial assets is recognised in profit or loss and is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

An impairment loss in respect of available-for-sale financial assets is recognised in profit 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 reclassified from equity to profit or loss.

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 profit or loss to the extent that the carrying amount of the financial 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 profit or loss are not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss made is recognised in other comprehensive income.

For available-for-sale debt investments, impairment losses are subsequently reversed in profit or loss if an increase in the fair value of the investment can be objectively related to an event occurring after the recognition of the impairment loss in profit or loss.

(ii) Impairment of Non-Financial Assets

The carrying values of assets, other than those to which FRS 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 flow.

An impairment loss is recognised in profit or loss immediately.

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 profit or loss immediately.

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(l) Assets under Hire Purchase

Assets acquired under hire purchase are capitalised in the financial statements at the lower of the fair value of the leased assets and the present value of the minimum lease payments and, are depreciated in accordance with the policy set out in Note 4(h) above. Each hire purchase payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. Finance charges are recognised in profit or loss over the period of the respective hire purchase agreements.

(m) Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined on the weighted average basis and comprises the purchase price production or conversion costs and incidentals incurred in bringing the inventories to their present location and condition.

Net realisable value represents the estimated selling price less the estimated costs of completion and the estimated costs necessary to make the sale.

(n) Income Taxes

IIncome tax for the year comprises current and deferred tax.

Current tax is the expected amount of income taxes payable in respect of the taxable profit 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 financial statements.

Deferred tax liabilities are recognised for all taxable temporary differences other than those that arise from goodwill or excess of the acquirer’s interest in the net fair value of the acquiree’s identifiable 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 profit nor taxable profit.

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 profits 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 sufficient future taxable profits 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 profit or loss is recognised outside profit 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 acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over the business combination costs.

(o) Cash and Cash Equivalents

Cash and cash equivalents comprise cash in hand, bank balances, demand deposits, deposits pledged with financial institutions, bank overdrafts and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value with original maturity periods of three months or less.

(p) Provisions Provisions are recognised when the Group has a present obligation as a result of past events, when it is probable that an outflow

of resources embodying economic benefits 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 reflect 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 profit or loss.

6666




(q) Employee Benefits

(i) Short-term Benefits

Wages, salaries, paid annual leave and sick leave, bonuses and non-monetary benefits are measured on an undiscounted basis and are recognised in profit or loss in the period in which the associated services are rendered by employees of the Group.

(ii) Defined Contribution Plans

The Group’s contributions to defined contribution plans are recognised in profit 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 defined contribution plans.

(iii) Defined Benefits Scheme

Certain subsidiaries of the Group operate an unfunded defined benefits scheme in respect of their employees in accordance with the Indonesian Labor Law No. 13/2003 dated 25 March 2003.

The Group’s net obligations in respect of the defined benefit plans is calculated separately for each plan by estimating the amount of future benefits that the employees have earned in return for their services in the current and prior periods, discounting that amount and deducting the fair value of any planned assets.

Past service costs are recognised immediately in the profit or loss, unless the changes to the pension plan are conditional on the employees remaining in service for a specified period of time (the vesting period). In this case, the past service costs are amortised on a straight-line basis over the vesting period.

The current service cost is recognised as an expense in the prevailing period.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognised asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in other comprehensive income. The Group determines the net interest expense or income on the net defined liability or asset for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then net defined benefit liability or asset, taking into account any changes in the net defined benefit liability or asset during the period as a result of contributions and benefit payments.

Net interest expense and other expenses relating to defined benefit plans are recognised in profit or loss.

The Group recognised gains or losses on the curtailment or settlement of a defined benefits plan when the curtailment or settlement occurs. The gain or loss on a curtailment or settlement comprises changes in the present value of the defined obligation and any related actuarial gains and losses and past service costs that had not previously been recognised.

As a result of FRS 119 (2011) – Employee Benefits, the Group has changed its accounting policy in respect of the basis for determining the income and expense relating to its post employment defined benefits plans. The change in accounting policy has been made retrospectively. The adoption of FRS 119 (2011) has no significant impact to the financial statements of the Group.

(r) Borrowing Costs

Borrowing costs, directly attributable to the acquisition and construction of property, plant and equipment 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 profit or loss as expenses in the period in which they are incurred.

6767




(s) Related Parties

A party is related to an entity (referred to as the “reporting entity”) if:-

(i) A person or a close member of that person’s family is related to a reporting entity if that person:-

■ has control or joint control over the reporting entity; ■ has significant influence 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.

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

■ 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 benefit plan for the benefit 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 identified in (a) above. ■ A person identified in (a)(i) above has significant influence 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 influence, or be influenced by, that person in their dealings with the entity.

(t) Contingent Liabilities

A contingent liability is a possible obligation that arises from past events and whose existence will only be confirmed 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 outflow 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 financial statements. When a change in the probability of an outflow occurs so that the outflow is probable, it will then be recognised as a provision.

(u) 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 Group’s other components. An operating segment’s 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 financial information is available.

(v) Revenue Recognition

(i) Sale of GoodsRevenue 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.

(ii) Services

Revenue is recognised upon the rendering of services and when the outcome of the transaction can be estimated reliably. In the event the outcome of the transaction could not be estimated reliably, revenue is recognised to the extent of the expenses incurred that are recoverable.

(iii) Interest Income Interest income is recognised on an accrual basis using the effective interest method.

(iv) Dividend Income Dividend income from investment is recognised when the right to receive dividend payment is established.

6868



(v) Revenue Recognition (Cont’d)

(v) Rental Income Rental income is recognised on an accrual basis.

(w) 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-financial asset, the fair value measurement takes into account a market’s participant’s ability to generate economic benefits 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.

For financial 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.


6969



The details of the subsidiaries are as follows:-

EFFECTIVE COUNTRY OF EQUITY INTEREST COMPANY INCORPORATION 2014 2013 PRINCIPAL ACTIVITIES

Delloyd Industries (M) Sdn Bhd Malaysia 100% 100% Manufacturing and trading of

automotive parts and accessories. Magnavision (M) Sdn Bhd Malaysia 100% 100% (a) Servicing and repairing motor

vehicles. Delloyd Industries (Thailand) Co. Ltd. * Thailand 100% 100% (a) Manufacturing and trading of

automotive parts and accessories. GMI Mould Industries Sdn Bhd Malaysia 100% 100% (a) Fabrication of moulds.

Delloyd-TIMS (Thailand)Co. Ltd.* Thailand 90% - (a) Manufacturing and trading of

automotive parts and accessories Delloyd Electronics (M) Sdn Bhd Malaysia 100% 100% Manufacturing and trading of

electronic automotive parts and accessories.

Delloyd Auto Parts Mfg Sdn Bhd Malaysia 100% 100% Manufacturing and trading of

automotive parts and accessories. Delloyd Auto Parts (M) Sdn Bhd Malaysia 100% 100% Wholesale of automotive parts

and accessories. Delloyd (Malaysia) Sdn Bhd Malaysia 100% 100% Property investment, provision of

building maintenance services and exporting of automotive parts and accessories.

5. INVESTMENT IN SUBSIDIARIES

THE COMPANY 2014 2013

RM’000 RM’000

Unquoted shares, at cost

At 1 April 2013/2012 136,556 139,874Addition during the financial year 9,500 -Recharge of share options granted to employees of subsidiaries - (3,318)

At 31 March 2014/2013 146,056 136,556

Accumulated impairment losses:- At 1 April 2013/2012 (5,741) (5,160)Addition during the financial year - (581)Reversal during the financial year 68 -

(5,673) (5,741)

At 31 March 2014/2013 140,383 130,815

7070



The details of the subsidiaries are as follows:-


Delloyd Management Services (M) Sdn Bhd Malaysia 100% 100% Investment holding and provision

of management services.

Delloyd R & D (M) Sdn Bhd Malaysia 100% 100% Providing research and development services.

Delloyd Infocomm Sdn Bhd Malaysia 100% 100% Investment holding.

Premier Asian Auto Publications (M) Sdn Bhd Malaysia 97.52% 97.52% (b) Magazine publisher.

Delloyd Plantation Sdn Bhd Malaysia 90% 90% Cultivation of oil palm.

PT Rebinmas Jaya * Republic of 54% 54% (c) Cultivation of oil palm and milling Indonesia of fresh fruit bunches.

ATOZ Motor Marketing Sdn Bhd Malaysia 100% 100% Distribution of motor vehicles.

ATOZ Motor Services Sdn Bhd Malaysia 100% 100% (d) Distribution of motor vehicles.

ATOZ Motor Concept Sdn Bhd Malaysia - 100% (d) Distribution of motor vehicles.

ATOZ Motor Workshop Sdn Bhd Malaysia - 100% (d) Servicing and repairing motor vehicles.

Vantage Speed Sdn Bhd Malaysia 100% 100% (d) Distribution of motor vehicles.

Delloyd Corporation Sdn Bhd Malaysia 100% 100% Investment holding.

PT Asian Auto International * Republic of 90% 51% (e) Manufacturing and assembly of Indonesia completely built-up (CBU) bus and bus chassis.

5. INVESTMENT IN SUBSIDIARIES (CONT’D)

* - These subsidiaries were audited by other firms of chartered accountants.

(a) Held by Delloyd Industries (M) Sdn Bhd(b) Held by Delloyd Infocomm Sdn Bhd(c) Held by Delloyd Plantation Sdn Bhd(d) Held by Atoz Motor Marketing Sdn Bhd(e) Held by Delloyd Corporation Sdn Bhd

During the financial year, the Company subscribed for an additional RM9,500,000 ordinary shares of RM1.00 each in Delloyd (Malaysia) Sdn Bhd, at par.

The Group had disposed of 2 subsidiaries, namely Atoz Motor Concept Sdn Bhd and Atoz Motor Workshop Sdn Bhd for a total consideration of RM2.

7171



THE GROUP 2014 2013 RM’000 RM’000 Delloyd Plantation Sdn Bhd 13,090 11,183PT Rebinmas Jaya 9,278 12,824Other individually immaterial subsidiaries 313 (1,108) 22,681 22,899

The non-controlling interests at the end of the reporting period comprise the following:-

DELLOYD PLANTATION SDN BHD THE GROUP 2014 2013 RM’000 RM’000 At 31 MarchNon-current assets 213,518 220,528Current assets 29,884 35,714Non-current liabilities (13,619) (27,567) Current liabilities (89,604) (88,968)

Net assets 140,179 139,707

Financial year ended 31 MarchRevenue 109,481 78,532Profit for the financial year 6,691 11,445Total comprehensive income 472 8,783

Total comprehensive (expenses)/income attributable to non-controlling interests (1,873) 1,226Dividends paid to non-controlling interests - 315

Net cash flows from operating activities 31,338 24,233Net cash flows for investing activities (14,477) (14,400)Net cash flows for financing activities (17,178) (9,047)

The summarised audited financial information (before intra-group elimination) for each subsidiary that has non-controlling interests that are material to the Group is as follows:-


7272



PT REBINMAS JAYA 2014 2013 RM’000 RM’000 At 31 MarchNon-current assets 128,819 134,792Current assets 27,348 33,655Non-current liabilities (13,460) (27,398)Current liabilities (107,732) (103,856)

Net assets 34,975 37,193

Financial year ended 31 MarchRevenue 95,723 64,185Profit for the financial year 1,535 5,728Total comprehensive (expenses)/income (4,683) 3,066

Total comprehensive (expenses)/income attributable to non-controlling interests (1,873) 1,226

Net cash flows from operating activities 18,268 15,533Net cash flows from investing activities 15,951 14,219Net cash flows from financing activities 3,354 546


The summarised audited financial information (before intra-group elimination) for each subsidiary that has non-controlling interests that are material to the Group is as follows (Cont’d):-

6. INVESTMENT IN ASSOCIATES

THE GROUP 2014 2013 RM’000 RM’000 Unquoted shares, at cost 28,469 18,899Share of post acquisition profits 19,757 19,626Translation difference 29 - 48,255 38,525

7373



The details of the associates are as follows:-


Ichikoh (M) Sdn Bhd Malaysia 30% 30% (a) Manufacturing of lamps, mirrors and other automotive parts. Autoparts Networks Malaysia 21% 21% (b) Trading and manufacturing of Alliances Sdn Bhd interior automotive parts and precision and component parts.

Intelli-Telematics Asia Sdn Bhd Malaysia 40% 40% (c) General trading and dealing in electronic components and security systems.

Brose Delloyd Automotive Thailand 40% 40% (d) Manufacturing of window Co. Limited regulators for automotive parts. PT JFD Indonesia Indonesia 21% 21% (e) Trading and manufacturing of automotive parts.

PT Murakami Delloyd Indonesia Indonesia 49% 49% (f) Manufacturing and trading of (formerly known as PT Delloyd) automotive parts and accessories.

(a) Held by Delloyd Electronics (M) Sdn Bhd. The results of Ichikoh (M) Sdn Bhd are equity accounted based on the audited financial results for the year ended 31 March 2014.

(b) Held by Delloyd Industries (M) Sdn Bhd. The results of Autoparts Networks Alliances Sdn Bhd are equity accounted based on the audited results for the financial year ended 31 December 2013 and the unaudited results for the 3-month period ended 31 March 2014.

(c) Held by Delloyd Infocomm Sdn Bhd. The results of Intelli-Telematics Asia Sdn Bhd are equity accounted based on the audited financial results for the financial year ended 31 December 2013 and the unaudited results for the 3-month period ended 31 March 2014.

(d) Held by Delloyd Electronics (M) Sdn Bhd. The results of Brose Delloyd Automotive Co., Ltd. are equity accounted based on the audited financial results for the financial year ended 31 December 2013 and the unaudited results for the 3-month period ended 31 March 2014.

(e) Held by Delloyd Electronics (M) Sdn Bhd. The results of PT JFD are equity accounted based on the audited financial results for the financial year ended 31 March 2014.

(f) Held by Delloyd Industries (M) Sdn Bhd. The results of PT Murakami Delloyd Indonesia are equity accounted based on the audited financial results for the financial period ended 31 December 2013 and the unaudited results for the 3-month period ended 31 March 2014

6. INVESTMENT IN ASSOCIATES (CONT’D)

7474




Brose Delloyd Automotive Co., Ltd. Unaudited Unaudited 2014 2013 RM’000 RM’000 At 31 MarchNon-current assets 4,733 4,290Current assets 26,947 16,777Non-current liabilities (12,408) (7,694)Current liabilities (90) (34)

Net assets 19,182 13,339

12 month period ended 31 MarchRevenue 50,027 45,732Profit for the financial year 6,476 5,476Total comprehensive income 5,842 5,630

Group’s share of profit for the financial year 2,590 2,190Group’s share of other comprehensive (expenses)/income (253) 62

Group share of net assets/Carrying amount of the Group’s interests in this associate 7,672 5,335

The summarised financial information for each associate that is material to the Group is as follows:-

Ichikoh (M) Sdn Bhd Audited Audited 2014 2013 RM’000 RM’000 At 31 MarchNon-current assets 52,328 39,302Current assets 70,003 65,349Current liabilities (18,912) (8,744)

Net assets 103,419 95,907

Financial year ended 31 MarchRevenue 128,196 114,116Profit for the financial year/Total comprehensive income 12,228 9,434

Group’s share of profit for the financial year 3,668 2,830Dividend received 1,415 906

Group share of net assets/Carrying amount of the Group’s interests in this associate 31,026 28,772

7575



PT Murakami Delloyd Indonesia Unaudited Audited 2014 2013 RM’000 RM’000 At 31 MarchNon-current assets 13,538 16,827Current assets 52,264 63,241Non-current liabilities (596) -Current liabilities (45,855) (72,160)

Net assets 19,351 7,908

12 month period ended 31 MarchRevenue 60,781 70,942(Loss)/Profit for the financial year (8,475) 96Total comprehensive (expenses)/income (8,089) 159

Group’s share of (loss)/profit for the financial year (4,153) 47Group’s share of other comprehensive income 189 31 Group share of net assets/Carrying amount of the Group’s interests in this associate 9,482 3,875

The summarised financial information for each associate that is material to the Group is as follows (Cont’d):-


Other Individually Immaterial Associates 2014 2013 RM’000 RM’000 Financial year ended 31 MarchGroup’s share of loss for the financial year (559) (886)Group’s share of other comprehensive income/(expenses) 90 (90)Group’s share of total comprehensive expenses (559) (976)Aggregate carrying amount of the Group’s interests in these associates 75 543

The Group has not recognised losses relating to PT JFD Indonesia, where its share of losses exceeds the Group’s interest in this associate. The Group’s cumulative share of unrecognised losses at the end of the reporting period is RM103,763 (2013 – Nil). The Group has no obligation in respect of these losses.

7676



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7878



AT IMPAIRMENT ACCUMULATED NET BOOK COST LOSSES DEPRECIATION VALUE RM’000 RM’000 RM’000 RM’000 At 31.03.2013

Freehold land 21,662 - - 21,662Freehold buildings 32,818 - (6,125) 26,693Leasehold buildings 9,676 - (1,349) 8,327Plant and machinery 68,673 (838) (29,708) 38,127Factory equipment 15,512 (76) (10,823) 4,613Motor vehicles 12,650 - (7,664) 4,986Office equipment 8,419 - (6,958) 1,461Store and store equipment 1,474 - (554) 920Furniture and fittings 2,804 - (1,899) 905Laboratory equipment 1,663 - (1,446) 217Moulds 47,861 - (38,784) 9,077Capital-work-in progress - oil mill 1,198 - - 1,198 224,410 (914) (105,310) 118,186

AT IMPAIRMENT ACCUMULATED NET BOOK COST LOSSES DEPRECIATION VALUETHE GROUP RM’000 RM’000 RM’000 RM’000 At 31.03.2014 Freehold land 21,662 - - 21,662Freehold buildings 32,818 - (6,426) 26,392 Leasehold land - short term 2,540 - (172) 2,368Leasehold buildings 10,235 - (1,662) 8,573Plant and machinery 72,110 (804) (33,497) 37,809Factory equipment 15,868 (72) (11,270) 4,526Motor vehicles 12,330 - (7,808) 4,522Office equipment 7,484 - (6,321) 1,163Store and store equipment 1,547 - (690) 857Furniture and fittings 3,696 - (2,077) 1,619Laboratory equipment 2,257 - (1,777) 480Moulds 51,166 - (37,959) 13,207Capital-work-in progress - oil mill 7,918 - - 7,918 241,631 (876) (109,659) 131,096

7. PROPERTY, PLANT AND EQUIPMENT (CONT’D)7. PROPERTY, PLANT AND EQUIPMENT (CONT’D)

7979



7. PROPERTY, PLANT AND EQUIPMENT (CONT’D)

(a) During the financial year, the Group made the following cash payments to purchase plant and equipment:-

THE GROUP 2014 2013 RM’000 RM’000 At Net Book Value Cost of plant and equipment 29,497 15,251Financed by finance lease (3,717) - Cash payments 25,780 15,251

(b) The following plant and equipment were acquired under finance lease terms and these leased assets have been pledged as security for the related finance lease liabilities of the Group.

THE GROUP 2014 2013 RM’000 RM’000

At Net Book Value Plant and machinery 3,338 -Motor vehicles 24 -

3,362 -

(c) The following property, plant and equipment have been pledged to the licensed banks as security for banking facilities (other than finance lease liabilities) granted to the Group.

THE GROUP 2014 2013 RM’000 RM’000

At Net Book Value Freehold buildings 1,496 1,515Leasehold buildings 6,099 7,194Plant and machinery 11,287 14,501

18,882 23,210

8080



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8181



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8282



8. PLANTATION DEVELOPMENT EXPENDITURE (CONT’D)

The following plantation development expenditure have been pledged to the licensed banks as security for term loans granted to the Group:-

ACCUMULATED NET BOOK AT COST AMORTISATION VALUETHE GROUP RM’000 RM’000 RM’000 At 31.03.2014

Freehold land and matured plantation 145,415 (19,926) 125,489Leasehold land - short term 22,154 (3,766) 18,388Freehold buildings 1,451 (1,101) 350Leasehold buildings 4,294 (951) 3,343Roads and bridges 9,946 (4,039) 5,907Immature plantation 14,008 - 14,008 197,268 (29,783) 167,485 At 31.03.2013

Freehold land and matured plantation 142,467 (18,029) 124,438Leasehold land - short term 24,622 (3,774) 20,848Freehold buildings 1,451 (1,029) 422Leasehold buildings 4,452 (814) 3,638Roads and bridges 9,675 (3,447) 6,228Immature plantation 21,011 - 21,011 203,678 (27,093) 176,585

THE GROUP 2014 2013 RM’000 RM’000 Freehold land and matured plantation 125,489 124,438Leasehold land 18,388 20,848Freehold buildings - 422Leasehold buildings 3,343 3,638 Net Book Value 147,220 149,346

8383



9. INVESTMENT PROPERTIES

The details of the investment properties are as follows:-

THE GROUP 2014 2013 RM’000 RM’000

At Cost: - Freehold land 1,940 2,024- Freehold buildings 5,759 5,977 7,699 8,001Accumulated Depreciation (941) (875) Net Book Value 6,758 7,126

THE GROUP 2014 2013 RM’000 RM’000

At 1 April 2013/2012 7,126 1,763Transfer from property, plant and equipment (Note 7) - 5,768Depreciation charge (96) (28)Translation difference (272) (377) At 31 March 2014/2013 6,758 7,126

The level 2 fair values of the freehold land and buildings have been derived using the market comparison approach performed by independent valuers. Sales price of comparable properties in close proximity are adjusted for differences in key attributes such as property size. The most significant input into this valuation approach is price per square foot of comparable properties. There has been no change to the valuation technique during the financial year.

The level 3 fair values are estimated using unobservable inputs for the investment properties.

The rental income and direct operating expenses arising from the investment properties that generate income was RM774,256 and RM25,768 (2013 - RM744,910 and RM38,730) respectively.

There were no transfers between level 2 and level 3 during the financial year.

Comparative fair value information is not presented by virtue of the exemption given in MFRS 13.

The fair values of investment properties are analysed as follows:-

Level 1 Level 2 Level 3 TotalTHE GROUP RM’000 RM’000 RM’000 RM’000

2014

Freehold land and buildings - 6,440 4,200 10,640

8484



10. OTHER INVESTMENTS

11. GOODWILL

10. OTHER INVESTMENTS

11. GOODWILL

(a) The Group designated its investments in corporate membership in golf clubs as available-for-sale financial assets and measured at fair value.

(b) Investment in unquoted shares of the Group is designated as available-for-sale financial assets, are stated at cost as their fair values cannot be reliably measured using valuation techniques due to the lack of marketability of the shares.

THE GROUP 2014 2013 RM’000 RM’000 Corporate membership in golf clubs 295 295Unquoted shares outside Malaysia 2,306 2,306 2,601 2,601

Represented by:- At cost 2,306 2,306At fair value 295 295

2,601 2,601

THE GROUP 2014 2013

RM’000 RM’000 At 1 April 2013/2012 11,480 10,044Acquisition of business - 1,876

11,480 11,920Arising from translation differences (963) (440) At 31 March 2014/2013 10,517 11,480

8585



11. GOODWILL (CONT’D)

(a) The carrying amount of goodwill allocated to each cash-generating unit is as follows:-

(b) The Group assessed the recoverable amount of goodwill allocated and determined that no impairment is required. The recoverable amounts of the cash-generating units are determined using the value-in-use approach, and this is derived from the present value of the future cash flows from the operating segments computed based on the projections of financial budgets approved by management covering a period of 3 years. The key assumptions used in the determination of the recoverable amounts are as follows:-

GROSS MARGIN GROWTH RATE DISCOUNT RATE 2015 2014 2015 2014 2015 2014 Plantation segment 38.7% 41.9% 27.6% 38.5% 12.5% 12.8%Automotive segment 15.6% 17.2% 9.8% 30.8% 8.4% 8.9%

11. GOODWILL (CONT’D)

THE GROUP 2014 2013

RM’000 RM’000 Plantation segment 8,641 9,604Automotive segment 1,876 1,876 10,517 11,480

(c) In the previous financial year, the Group acquired the business of manufacturing and trading of automotive parts and accessories, namely column switches for a total purchase consideration of RM3,600,000, analysed as follows:-

THE GROUP 2014 2013

RM’000 RM’000 Plant and equipment - 527Inventories - 1,197Add: Goodwill on acquisition - 1,876 Purchase consideration - 3,600

8686



12. DEFERRED TAX ASSETS

No deferred tax assets are recognised in respect of the following items as it is not probable that taxable profits of the affected subsidiaries will be available against which the deductible temporary differences can be utilised. Details of the unrecognised deferred tax assets are as follows:-

THE GROUP 2014 2013 RM’000 RM’000 Unutilised tax losses 2,128 1,605Allowance for impairment loss on trade receivable 374 598Others 320 238 2,822 2,441

12. DEFERRED TAX ASSETS

THE GROUP 2014 2013 RM’000 RM’000 At 1 April 2013/2012 3,666 6,243Recognised in profit or loss (Note 38): - for the financial year 280 (2,358)- (over)/underprovision in the previous financial year (342) 786Translation differences (69) (98)Arising from disposal of subsidiary (12) (907) At 31 March 2014/2013 3,523 3,666

The components of the deferred tax assets are as follows:- Provisions and others 2,326 2,770Writedown of inventories 745 614Accelerated depreciation over capital allowances 30 -Unabsorbed capital allowances 152 25Unutilised tax losses 270 257 3,523 3,666

8787



13. INVENTORIES

14. TRADE RECEIVABLES

13. INVENTORIES

AT NET REALISABLE AT COST VALUE TOTALTHE GROUP RM’000 RM’000 RM’000 At 31.03.2014 Raw materials 14,913 2,288 17,201Work-in-progress 2,025 - 2,025Finished goods 24,145 3,060 27,205Goods-in-transit 1,343 - 1,343Agriculture produce 2,981 - 2,981Fertilisers, spare parts, hardware and other consumables 3,187 - 3,187 48,594 5,348 53,942

At 31.03.2013 Raw materials 16,407 2,526 18,933Work-in-progress 1,478 - 1,478Finished goods 16,073 1,832 17,905Goods-in-transit 2,285 - 2,285Agriculture produce 10,045 - 10,045Fertilisers, spare parts, hardware and other consumables 3,970 - 3,970 50,258 4,358 54,616

14. TRADE RECEIVABLES

The Group’s normal trade credit terms range from 30 to 120 days. Other credit terms are assessed and approved on a case-by-case basis.

THE GROUP 2014 2013 RM’000 RM’000 Trade receivables 71,110 56,441Allowance for impairment losses (1,996) (2,180) 69,114 54,261 Allowance of impairment losses:- At 1 April 2013/2012 (2,180) (2,129)Addition during the financial year (7) (163)Translation differences 180 76Written off during the financial year 11 36 At 31 March 2014/2013 (1,996) (2,180)

The amount of writeback in value for inventories recognised in the cost of sales amounted to RM207,303 (2013 - RM1,740,576).

8888



15. OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS

16. AMOUNTS OWING BY SUBSIDIARIES

15. OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS

THE GROUP THE COMPANY 2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 Other receivables 5,166 6,105 - -Deposits 8,858 7,895 2 2Prepayments 1,476 1,040 - -

15,500 15,040 2 2

16. AMOUNTS OWING BY SUBSIDIARIES

The amounts owing by subsidiaries are non-trade in nature, are unsecured, interest-free and receivable on demand except for an amount of RM71,588,043 (2013 - RM27,853,022) owing by subsidiaries at the end of the reporting period which is subjected to an interest of 6% (2013 - 6%) per annum.

17. SHORT-TERM INVESTMENTS17. SHORT-TERM INVESTMENTS

THE GROUP THE COMPANY 2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 Equity fund unit trusts in Malaysia, at fair value 36,486 23,081 13,635 219

18. DEPOSITS WITH FINANCIAL INSTITUTIONS 18. DEPOSITS WITH FINANCIAL INSTITUTIONS

The deposits with financial institutions of the Group at the end of the reporting period bore effective interest rates ranging from 0.60% to 3.15% (2013 - 0.60% to 3.30%) per annum. The deposits have maturity periods ranging from 1 to 365 days (2013 - 1 to 365 days).

Included in deposits with licensed banks of the Group at the end of the reporting period is an amount of RM61,847 (2013 - RM115,030) which has been pledged to a licensed bank as security for a bank guarantee facility utilised by the Group

8989



19. DERIVATIVE ASSET/(LIABILITIES)

CONTRACT/ NOTIONAL AMOUNT THE GROUP THE COMPANY 31.03.2014 2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 RM’000

Derivative asset: CPO futures 1,389 (a) 82 57 - - Derivative liabilities: Forward foreign currency contracts 2,086 (b) (27) (75) - -Interest rate swap 9,850 (c) (33) (128) (33) (128) (d) (60) (203) (33) (128)

The Group does not apply hedge accounting.

20. SHARE CAPITAL

The movements in the authorised and paid-up share capital are as follows:-

THE GROUP / THE COMPANY 2014 2013 2014 2013 NUMBER OF SHARES RM’000 RM’000 ’000 ’000

AUTHORISED

ORDINARY SHARES OF RM1 EACH 500,000 500,000 500,000 500,000

ISSUED AND FULLY PAID-UP 100,004 100,004 100,004 100,004

21. SHARE PREMIUM

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.

9090



22. TREASURY SHARES

The shareholders of the Company, by an ordinary resolution passed at the Seventeenth Annual General Meeting held on 12 September 2013, renewed their approval for the Company’s plan to purchase its own ordinary shares from the open market under the share buy-back program.

The details of the shares purchased and held as treasury shares are as follows:-

All shares purchased under the share buy-back program were financed by internally generated funds. The shares purchased were retained as treasury shares and are presented as a deduction from shareholders’ equity.

AVERAGE TOTAL SHARE NUMBER CONSIDERATIONDATE PRICE OF SHARES RM’000

Prior to Year 2007 1,000 2May 2007 1.845 134,700 251June 2007 1.850 1,000 2September 2007 1.615 655,800 1,057March 2009 1.470 38,000 57November 2009 2.085 18,000 38December 2009 2.465 195,200 480January 2010 2.682 130,700 350March 2010 3.015 536,700 1,618June 2010 2.821 137,600 388July 2010 2.770 60,700 168August 2010 2.922 135,400 396September 2010 3.000 86,700 260November 2010 3.137 127,500 400December 2010 3.227 94,500 305February 2011 3.500 132,600 464March 2011 3.446 439,500 1,515June 2011 3.617 2,000 7September 2011 3.276 90,800 297November 2011 3.515 1,000 4May 2012 3.567 20,400 73September 2012 3.422 29,200 100October 2012 3.315 104,100 345January 2013 3.225 34,100 110

Balance at 1 April 2013 3,207,200 8,687

June 2013 3.385 1,000 3August 2013 3.150 20,900 66October 2013 3.318 4,200 14November 2013 3.202 49,000 157December 2013 3.194 124,000 396January 2014 3.241 3,400 11

Total purchases during the financial year 202,500 647

Balance at 31 March 2014 3,409,700 9,334

9191



(a) Translation Deficit

Translation deficit arose from the translation of the financial statements of foreign subsidiaries and associates and are not distributable by way of dividends.

(b) Fair Value Reserve The fair value reserve represents the cumulative fair value changes of available-for-sale financial assets until they are disposed of

or impaired.

23. OTHER RESERVES

THE GROUP THE COMPANY 2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 Translation deficit (10,748) (7,593) - -Fair value reserve 22 22 - - (10,726) (7,571) - -

24. RETAINED PROFITS

25. LONG-TERM BORROWINGS

Under the single-tier tax system, tax on the Company profit is the final tax and accordingly, any dividend to the shareholders are not subject to tax.

THE GROUP THE COMPANY 2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 Term loans (Note 26) 5,847 25,778 1,140 9,180Finance lease payables (Note 33) 2,100 - - -

7,947 25,778 1,140 9,180

26. TERM LOANS

THE GROUP THE COMPANY 2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 Current portion: - not later than one year (Note 32) 21,603 20,938 8,040 8,040 Non-current portion: - later than one year and not later than two years 4,415 20,828 1,140 8,040- later than two years and not later than five years 537 4,489 - 1,140- later than five years 895 461 - - Sub-total (Note 25) 5,847 25,778 1,140 9,180 27,450 46,716 9,180 17,220

9292



26.

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9393



26. TERM LOANS (CONT’D)

^ - legal charge over certain freehold buildings of a subsidiary.

^^ - (i) legal charge over certain leasehold plantation land and buildings of a subsidiary;

(ii) corporate guarantee issued by the Company and two directors of the Company; and

(iii) the subordination of advances from a subsidiary and a shareholder of a subsidiary.

# - (i) legal charge over the freehold plantation land and buildings of a subsidiary; and

(ii) corporate guarantee issued by the Company.

The significant covenants of the term loans are as follows:-

(i) The Group’s debt equity ratio shall not exceed 1.0 time. In the covenant, debt is defined as all indebtedness for borrowed monies whereas equity is defined as shareholders’ fund plus non-controlling interests less goodwill;

(ii) The ratio of EBIDTA/(Interest expenses plus short-term and current portion of long term debts) shall not be less than 1.5 times; and

(iiii) The adjusted leverage ratio of a subsidiary shall not be more than 0.5 time. In the covenant, the adjusted leverage is defined as total liabilities less amount owing to shareholders over net worth plus amount owing to shareholders.

27. AMOUNTS OWING BY/(TO) RELATED PARTIES

THE GROUP 2014 2013 RM’000 RM’000 Amounts owing by related parties:-

Trade 321 9,373Non-trade 249 3,463 570 12,836 Amounts owing to related parties:-

Trade (99) (314)Non-trade (7,882) (8,893) (7,981) (9,207)

Net amount owing (to)/by related parties (7,411) 3,629

The net amount owing (to)/by related parties is analysed as follows:-

Amounts owing by related parties 333 12,836Amounts owing to related parties- current portion (4,893) (5,939)- non-current portion (2,851) (3,268)

(7,744) (9,207)

(7,411) 3,629

9494



27. AMOUNTS OWING BY/(TO) RELATED PARTIES (CONT’D)

The following table provides information on the amounts owing by/(to) related parties prior to their offsetting:-

The trade balances are subject to a credit term of 30 days .

The non-trade balances are unsecured, interest-free and receivable/repayable on demand.

Gross Amount Net Carrying Amount Offset Amount RM’000 RM’000 RM’000

2014

Amounts owing by 570 (237) 333Amounts owing to (7,981) 237 (7,744)

2013Amounts owing by 12,836 - 12,836Amounts owing to (9,207) - (9,207)

28. DEFERRED TAX LIABILITIES

THE GROUP THE COMPANY 2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000

At 1 April 2013/2012 14,376 15,570 3,473 2,350Recognised in profit or loss (Note 38): - for the financial year 321 (749) (3,473) 1,123- overprovision in the previous financial year (474) (52) - -- effect of proposed change in corporate income tax rates from 25% to 24% (77) - - -Translation differences (857) (393) - -Arising from disposal of subsidiaries (2) - - -

At 31 March 2014/2013 13,287 14,376 - 3,473

9595



The components of the deferred tax liabilities are as follows:-


Accelerated capital allowances on qualifying costs: - property, plant and equipment 6,014 5,886 - - - dividend receivable - - - 3,473 - fair value adjustment on plantation development expenditure 6,438 7,475 - - - plantation development expenditure 817 1,009 - - - others 18 6 - -

13,287 14,376 - 3,473

28. DEFERRED TAX LIABILITIES (CONT’D)

The deferred income relates to invoices billed in advance in respect of services to be rendered in the following financial years.

29. DEFERRED INCOME

The normal trade credit terms granted to the Group range from 30 to 90 days.

30. TRADE PAYABLES

Included in other payables and accruals of the Group is a provision for warranty claims of approximately RM1,678,104 (2013 - RM2,487,820).

31. OTHER PAYABLES AND ACCRUALS


Other payables 20,392 14,139 661 324Accruals 5,968 5,052 186 214

26,360 19,191 847 538

9696



31. OTHER PAYABLES AND ACCRUALS (CONT’D)

The components of provision for employee benefits as at end of the reporting period are as follows:

The details of present value of employee benefits obligation are as follows:-

THE GROUP 2014 2013 RM’000 RM’000 Present value of employee benefits obligation 4,191 4,601Past service cost - unvested (148) (165)Actuarial gain - unvested (1,004) (1,879) 3,039 2,557

THE GROUP 2014 2013

RM’000 RM’000 At 1 April 2013/2012 4,601 3,899Current service costs 671 791Interest costs 140 112Payment (120) (121)Actuarial (gain)/loss (580) 652Translation difference (521) (732) At 31 March 2014/2013 4,191 4,601

THE GROUP 2014 2013 RM’000 RM’000 At 1 April 2013/2012 2,557 2,207Amount recognised in profit or loss: - reversal during the year - (283)- current period charge 871 850- payment of employee retirement benefits (120) (121)

Sub-total (Note 37) 751 446Translation differences (269) (96)

At 31 March 2014/2013 3,039 2,557

Included in other payables and accruals is a provision for employee benefits, as detailed below:

9797



THE GROUP 2014 2013 RM’000 RM’000 i) Mortality rate: - below age 25 0.00085 0.00085- between age 25 to 30 0.00076 0.00076- between age 30 to 35 0.00091 0.00091- between age 35 to 40 0.00153 0.00153- between age 40 to 45 0.00279 0.00279- between age 45 to 50 0.00538 0.00538- between age 50 to 55 0.00961 0.00961ii) Retirement age 55 55iii) Disability rate (per annum) 10% 10%iv) Discount rate (per annum) 8.67% / 8.70% 6.47% / 6.52% v) Expected rate of salary increases (per annum) 5% / 8% 5% / 8%

31. OTHER PAYABLES AND ACCRUALS (CONT’D)

The charges recognised in profit or loss are detailed as follows:-

THE GROUP 2014 2013

RM’000 RM’000 Current service costs 671 791Interest costs 140 112Past service costs 2 2Impact on curtailments - (97)Others 58 42

871 850

As at the end of the reporting date, the Group accrued employee benefits expenses based on the actuarial valuation performed by PT Binaputera Jaga Hikmah, an independent actuary, adopting the Projected Unit Credit method, with the following principal actuarial assumptions:-

32. SHORT-TERM BORROWINGS

THE GROUP THE COMPANY 2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 Term loans (Note 26) 21,603 20,938 8,040 8,040Finance lease payables (Note 33) 1,005 - - -

22,608 20,938 8,040 8,040

9898



33. FINANCE LEASE PAYABLES

THE GROUP 2014 2013

RM’000 RM’000 Minimum finance lease payments: - not later than one year 1,155 -- later than one year and not later than five years 2,207 - 3,362 -Less : Future finance charges (257) -

Present value of finance lease payables 3,105 -

Current - later than one year and not later than five years (Note 32) 1,005 -

Non-Current - later than one year and not later than five years (Note 25) 2,100 -

At 31 March 2014/2013 3,105 -

The finance lease payables of the Group bear weighted average interest rate of 3.39% per annum and are secured by a subsidiary’s plant and machinery and motor vehicle.

34. BANK OVERDRAFT

In the previous financial year, the bank overdraft of the Group bore an effective interest rate of 10.23% (2013 – 10.73%) per annum and secured by a corporate guarantee of the Company.

35. NET ASSETS PER SHARE

The net assets per share is calculated based on the total equity attributable to owners of the Company of approximately RM433,092,000 (2013 - RM418,235,000) divided by the outstanding number of ordinary shares in issue, net of treasury shares, at the end of the reporting date of 96,594,550 shares (2013 - 96,797,050 shares).

36. REVENUE

THE GROUP THE COMPANY 2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 Automotive parts and accessories 251,508 286,322 - -Vehicle distribution 49,243 58,694 - -Fresh fruit bunches 13,758 14,347 - -Crude palm oil 84,448 56,550 - -Oil palm kernels and others 11,275 7,635 - -Dividend income - - 109,395 34,980Others 992 1,126 - -

411,224 424,674 109,395 34,980

9999



37. PROFIT BEFORE TAXATION

THE GROUP THE COMPANY 2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 Profit before taxation is arrived at after charging/ (crediting):-

Allowance for impairment losses on receivables 7 163 - -Amortisation of plantation development expenditure 5,380 5,181 - -Auditors’ remuneration 199 217 35 35Bad debts written off 3 7 - -Depreciation of: - property, plant and equipment 12,939 15,396 - -- investment properties 96 28 - -Directors’ remuneration: - non-fee emoluments 3,484 3,119 - -- fees 394 412 271 294- performance incentives 528 462 - -Rental of premises 1,343 1,236 - -Impairment losses on investment in a subsidiary - - - 581Interest expense: - term loans 1,909 2,659 638 1,015- overdraft 4 14 - -- revolving credit 9 272 - -- advances from a related party 404 433 - -- loan and receivables financial assets 7 - - -- finance lease payables 44 - - -Loss/(gain) on foreign exchange: - unrealised 11,376 3,742 - - - realised (40) 370 - (19)Amounts written off: - plant and equipment 104 1,533 - -- plantation development expenditure 128 158 - -Rental of equipment 14 5 - -Staff costs: - salaries, wages, bonuses and allowances 54,974 50,787 - -- defined contribution plan 3,863 3,697 - -- defined benefits plan 751 446 - -Writedown in value of inventories 982 2 - -Dividend income from short-term and other investments (713) (786) (74) (54)Fair value gain on derivatives (224) (213) (95) (98)Interest income: - deposits with licensed banks (819) (462) (202) (29)- advances to subsidiaries - - (2,286) (1,041)Gain on disposal of: - investment in subsidiaries # (694) - -- plant and equipment (296) (428) - -- short term investment (122) - (11) -Rental income (749) (729) - -Writeback in value of inventories (207) (1,742) - -Reversal of impairment loss on investment in a subsidiary - - (68) -Provision/(Writeback of provision) for warranty claims 415 (266) - -

# - RM2

100100



38. INCOME TAX EXPENSE

THE GROUP THE COMPANY 2014 2013 2014 2013 RM’000 RM’000 RM’000 RM‘000 Current tax: - Malaysian tax 4,819 5,826 28,674 7,623- Foreign tax 2,654 2,554 - - 7,473 8,380 28,674 7,623

- Under/(Over)provision in the previous financial year 182 (222) 80 (270)

7,655 8,158 28,754 7,353Deferred tax (Note 12 and 28): - relating to originating and reversal of temporary differences 41 1,609 (3,210) 1,122- overprovision in the previous financial year (132) (838) (262) -- effect of proposed change in corporate income tax rate from 25% to 24% (77) - - -

7,487 8,929 25,282 8,475

Certain overseas subsidiaries of the Group that fall under the Indonesian taxation laws are generally subjected to the same tax rate of 25% (31.03.2013 - 25%) and any tax losses reported by those companies are allowed to be carried forward for a period of 5 years.

The statutory tax rate will be reduced to 24% from the current financial year’s rate of 25%, effective year of assessment 2016.

A reconciliation of income tax expense applicable to the profit before taxation at the statutory tax rate to income tax expense at the effective tax rate of the Group and the Company is as follows:-


Profit before taxation 35,796 43,566 110,892 33,947

Tax at the statutory tax rate 8,949 10,891 27,723 8,487

Tax effects of:- Non-taxable gains (1,491) (785) (2,472) (50)Non-deductible expenses 2,672 258 213 308Deferred tax assets not recognised during the financial year 472 1,088 - -Utilisation of deferred tax assets previously not recognised (114) (436) - -(Over)/Underprovision in the previous financial year: - current tax (81) (222) 80 (270) - deferred tax (132) (838) (262) -Utilisation of reinvestment allowances (1,762) (261) - -Double deduction (949) (766) - -Effect of proposed change in corporate income tax rate from 25% to 24% on deferred tax (77) - - -

Income tax expense for the financial year 7,487 8,929 25,282 8,475

101101



39. EARNINGS PER SHARE

THE GROUP 2014 2013

RM’000 RM’000

Profit after taxation attributable to owners of the Company 27,432 32,929

Weighted average number of ordinary shares:- Issued ordinary shares at 1 April 2013/2012, net of treasury shares 96,797 96,985Effects of treasury shares purchased during the financial year (79) (90)

96,718 96,895

Basic earnings per share (Sen) 28.4 34.0

The diluted earnings per share is not applicable as there is no dilutive potential ordinary shares outstanding at the end of the reporting period.

At the forthcoming Annual General Meeting, a final single-tier dividend of 5.0 sen per ordinary share in respect of the current financial year will be proposed for shareholders’ approval. The financial statements for the current financial year do not reflect this proposed dividend. Such dividend, if approved by the shareholders, will be accounted for as a liability in the financial year ending 31 March 2015.

40. DIVIDENDS

THE GROUP/THE COMPANY 2014 2013 RM’000 RM’000

Final single-tier dividend of 7.0 sen per ordinary share in respect of financial year ended 31 March 2012 - 6,785

Interim single-tier dividend of 5.0 sen per ordinary share in respect of the financial year ended 31 March 2013 - 4,840

Final single-tier dividend of 5.0 sen per ordinary share in respect of financial year ended 31 March 2013 4,838 -

Interim single-tier dividend of 3.0 sen per ordinary share in respect of the financial year ended 31 March 2014 2,898 -

7,736 11,625

102102



41. SUMMARY OF EFFECTS OF DISPOSAL OF SUBSIDIARIES

In the current financial year, Atoz Motor Marketing Sdn Bhd, a wholly-owned subsidiary of the Company disposed of 100% of its investments in Atoz Motor Concept Sdn Bhd and Atoz Motor Workshop Sdn Bhd for a total sale consideration of RM2. Consequently, both the companies ceased to be subsidiaries of the Group.

Details of the net assets disposed of and the net cash flows from the disposal of the subsidiaries were as follows:-

THE GROUP 2014 2013 RM’000 RM’000 Non-current assets - 15,960Current assets - 28,151Non-current liabilities - (2,448)Current liabilities - (33,915)

Group’s share of net assets disposed - 7,748Derecognition of attributed translation deficit - 857Transfer of fair value of net assets retained by the Group in the form of investment in associate - (3,797)

Group’s share of net assets disposed - 4,808Gain on disposal - 694

Proceeds from disposal # 5,502Cash and cash equivalents of subsidiaries disposed - (5,224)

Net cash inflows from disposal of subsidiaries # 278

# - Represents RM2

The financial results of the subsidiaries disposed of in the current financial year are as follows:-

THE GROUP 2014 2013 RM’000 RM’000 Revenue 69 55,165Profit after taxation 292 462

42. CASH AND CASH EQUIVALENTS

For the purpose of the statements of cash flows, cash and cash equivalents comprise the following:-

THE GROUP THE COMPANY 2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 Deposits with financial Institutions (Note 18) 705 3,383 - -Short-term investments 36,486 23,081 13,635 219Cash and bank balances 34,207 31,544 4,857 5,628Bank overdraft - (78) - -

71,398 57,930 18,492 5,847

103103



43. DIRECTORS’ REMUNERATION

The aggregate amount of emoluments received and receivable by directors of the Group and of the Company during the financial year is as follows:-

THE GROUP THE COMPANY 2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 Executive directors’ remuneration: - salaries and other emoluments 2,051 1,807 - -- defined contribution plan 527 491 - -- fees 74 58 35 24- bonus 906 821 - -- performance incentives 528 462 - - 4,086 3,639 35 24 Non-executive directors’ remuneration: - fees 320 354 236 270 Total directors’ remuneration 4,406 3,993 271 294

Directors’ fee 394 412 271 294Directors’ non-fee emoluments 4,012 3,581 - -

Total 4,406 3,993 271 294

The number of directors of the Company whose total remuneration during the financial year fell within the following bands is analysed below:

NUMBER OF DIRECTORS 2014 2013 Executive directors :RM 350,001 - RM 400,000 1 -RM 550,001 - RM 600,000 - 1RM 600,001 - RM 650,000 1 -RM 750,001 - RM 800,000 1 -RM 800,001 - RM 850,000 1 -RM 850,001 - RM 900,000 - 2RM 1,150,001 - RM 1,200,000 1 -RM 1,250,001 - RM 1,300,000 - 1

Non-executive directors:Below RM50,000 2 1RM 50,001 - RM 100,000 3 4

10 9

104104



44. RELATED PARTY DISCLOSURES

(i) Identities of related parties

The Group has related party relationships with its directors, key management personnel, entities within the same group of companies, associates and entities controlled by the directors and persons connected to the directors.

(ii) In addition to the information detailed elsewhere in the financial statements, the Group and the Company carried out the following significant transactions with the related parties during the financial year:-

THE GROUP TRANSACTION VALUE/ BALANCES 2014 2013NAMES OF RELATED PARTIES NOTE RM’000 RM’000 Delloyd Holdings (M) Sdn Bhd (a) - rental of premises charged by 848 990- corporate expenses received from 4 4- insurance charged to 71 39- amount owing by 10 39 Lian Hwa Casting (M) Sdn Bhd (b) - purchase of die-casting parts from 2,957 3,786- corporate expenses received from 4 4- insurance charged to 3 3- amount owing to 44 280- amount owing by - 2 Delloyd Technology Resources (M) Sdn Bhd (c) - purchases of automotive parts from - 87- sub-contractor for supply of automotive parts to - 564- rental received from - 24- research and development fee received from - 82- sale of mould and mould maintenance services to - 32- sales of mould - 240- acquisition of business - 3,600- amount owing to - 105

Automont Gatsby Sdn Bhd (d) - sales of automotive parts and accessories to 6 -- purchases of automotive parts from 9 27- amount owing to - 8

Gatsby Enterprise (e) - sales of automotive parts and accessories to 45 68- amount owing by - 74 Welloyd Engineering (M) Sdn Bhd (i) - insurance charged to 9 8 Welloyd Properties Sdn Bhd (j) - insurance charged to 1 1 Welloyd Land Sdn Bhd (j) - insurance charged to 25 25

105105



44. RELATED PARTY DISCLOSURES (CONT’D)

THE GROUP TRANSACTION VALUE/ BALANCES 2014 2013NAMES OF RELATED PARTIES NOTE RM’000 RM’000 Master Approach Sdn Bhd (f) - insurance charged to - 55- sales of automotive parts - 7- vehicles maintenance service to - 13- purchases of automotive parts - 12- amount owing by - 38 Taipan Hectares Sdn Bhd (g) - interest expense - 150- deemed interest charge (404) (584)- amount owing to 7,703 8,802 Intelli-Telematics Asia Sdn Bhd (h) - subscription fees paid to 12 21- corporate expenses received from 6 6- purchases of GPS System from 7 44- rental received from - 6- amount owing by 13 27- insurance charged to 1 - Ichikoh (Malaysia) Sdn Bhd (h) - purchases of automotive parts from 77 160- amount owing to - 12 Brose Delloyd Automotive Co., Ltd (h) - sales of automotive parts to 689 -- rental income 603 619- amount owing by 107 86

PT Murakami Delloyd Indonesia (h) - sales of automotive parts to 4,830 1,035- purchases of automotive parts from 649 -- research and development charged to - 36- interest income - 13- royalty income received from 83 21- amount owing by 441 12,570- amount owing to 220 - TIMS Thailand Co., Ltd (h) - amount owing to 13 -

106106



THE COMPANY TRANSACTION VALUE/ BALANCES 2014 2013NAMES OF SUBSIDIARIES RM’000 RM’000 Atoz Motor Marketing Sdn Bhd - interest income 2 14- amount owing by 9,499 10,400 Delloyd Industries (Malaysia) Sdn Bhd - amount owing by - 3,424

Delloyd Plantation Sdn Bhd - interest income 1,669 1,027- amount owing by 37,276 23,847 Delloyd Corporation Sdn Bhd - amount owing by 34 - PT Asian Auto International - amount owing by 9,333 4,006 Delloyd (Malaysia) Sdn Bhd - interest income 484 -- amount owing by 27,397 - Delloyd Infocomm Sdn Bhd - amount owing by 2 - PT Rebinmas Jaya - interest income 131 -- amount owing by 11,667 -

(a) A company in which Dato’ Sri Tee Boon Kee, Datin Sri Chung Geok Siew, Dato’ Tee Boon Keat and Chung Chee Sun, who are directors of the Company, have interests.

(b) A company in which Datin Sri Chung Geok Siew and Chung Chee Sun, who are directors of the Company, have interests.

(c) A company in which Dato’ Sri Tee Boon Kee, Dato’ Ir. Haji Noor Azmi Bin Jaafar, Datin Sri Chung Geok Siew and Chung Chee Sun, who are directors of the Company, have interests.

(d) Dato’ Sri Tee Boon Kee and Dato’ Tee Boon Keat, who are directors of the Company, are persons connected with this company.

(e) An enterprise in which a sibling member of Dato’ Sri Tee Boon Kee is a partner.

(f) A company in which a close family member is a director.

(g) A company in which Dato’ Sri Tee Boon Kee, Dato’ Ir. Haji Noor Azmi Bin Jaafar and Datin Sri Chung Geok Siew who are directors of the Company, have interests.

(h) Associates of the Group.

(i) A company in which Datin Sri Chung Geok Siew, Dato’ Sri Tee Boon Kee and Dato’ Leon Tee Wee Leng, who are directors of the Company, have interests.

(j) A company in which Datin Sri Chung Geok Siew and Dato’ Sri Tee Boon Kee, who are directors of the Company, have interests.


107107




The key management personnel compensation is as follows:-


Short-term employee benefits 9,544 9,515 271 294

45. OPERATING SEGMENTS

Operating segments are prepared in a manner consistent with the internal reporting in order to allocate resources to segments and to assess their performance. For management purposes, the Group is organised into business units based on their products and services provided.

The Group is organised into the following business segments:-

The Group Executive Committee assesses the performance of the operating segments based on operating profit or loss which is measured differently from those disclosed in the consolidated financial statements.

The Group income taxes and finance costs are managed on a group basis and are not allocated to operating segments.

Assets, liabilities and expenses which are common and cannot be meaningfully allocated to the operating segments are presented under unallocated items.

Transfer prices between operating segments are at arm’s length basis in a manner similar to transactions with third parties.

(i) Automotive segment - involved in the manufacturing, trading, wholesale of automotive parts and accessories, fabrication of mould, rendering of management and research and development services.

(ii) Plantation segment - involved in the cultivation of palm oil activity and milling of fresh fruit bunches.

(iii) Vehicle distribution segment - distribution, servicing and repairing of motor vehicles.

(iv) Others segment - investment holding and magazine publisher.

108108



BUSINESS SEGMENTSBUSINESS SEGMENTS

VEHICLES AUTOMOTIVE DISTRIBUTION PLANTATION OTHERS THE GROUP RM’000 RM’000 RM’000 RM’000 RM’000

2014 Revenue External revenue 251,508 49,243 109,481 992 411,224Inter-segment revenue 64,627 1,502 - 109,397 175,526 316,135 50,745 109,481 110,389 586,750

Adjustments and eliminations (175,526) Consolidated revenue 411,224 Results Segment results 31,382 445 34,509 (489) 65,847 Interest income 491 23 103 202 819Other material items of income 1,561 63 11 74 1,709Depreciation of property, plant and equipment (9,149) (172) (3,617) (1) (12,939)Amortisation of plantation development expenditure - - (5,380) - (5,380)Other material items of expenses (2,061) (67) (10,334) - (12,462) 22,224 292 15,292 (214) 37,594 Finance costs (3,345)Share of profits in associates, net of tax 1,547Income tax expense (7,487)

Consolidated profit after taxation 28,309

45. OPERATING SEGMENTS (CONT’D)

109109




BUSINESS SEGMENTS (CONT’D)


2014 Assets Segment assets 254,253 14,227 241,444 18,902 528,826 Investment in associates 48,255Tax refundable 3,431Deferred tax assets 3,523 Consolidated total assets 584,035 LiabilitiesSegment liabilities 57,617 2,478 45,004 9,631 114,730 Deferred tax liabilities 13,287Provision for taxation 246 Consolidated total liabilities 128,263 Other segment itemsAdditions to non-current assets other than financial instruments: - investment in associates 9,570 - - - 9,570 - property, plant and equipment 19,598 143 9,756 - 29,497 - plantation development expenditure - - 6,422 - 6,422 29,168 143 16,178 - 45,489

110110






2013 Revenue External revenue 286,322 58,694 78,532 1,126 424,674Inter-segment revenue 68,303 2,159 - 34,982 105,444

354,625 60,853 78,532 36,108 530,118

Adjustments and eliminations (105,444) Consolidated revenue 424,674 Results Segment results 31,539 556 33,028 (417) 64,706 Interest income 343 22 68 29 462Other material items of income 3,881 11 5 73 3,970Depreciation of property, plant and equipment (11,875) (177) (3,343) (1) (15,396)Amortisation of plantation development expenditure - - (5,181) - (5,181)Other material items of expenses (247) (66) (5,353) - (5,666) 23,641 346 19,224 (316) 42,895

Finance costs (3,511)Share of profits in associates, net of tax 4,182Income tax expense (8,929) Consolidated profit after taxation 34,637

111111








2013 Assets Segment assets 239,487 14,829 250,155 6,325 510,796

Investment in associates 38,525Tax refundable 8,956Deferred tax assets 3,666 Consolidated total assets 561,943 Liabilities Segment liabilities 39,552 2,292 57,164 7,365 106,373

Deferred tax liabilities 14,376Provision for taxation 61 Consolidated total liabilities 120,810 Other segment items Additions to non-current assets other than financial instruments: - investment in associates 3,797 - - - 3,797 - property, plant and equipment 10,689 206 4,883 - 15,778 - plantation development expenditure - - 9,560 - 9,560 - goodwill 1,876 - - - 1,876 16,362 206 14,443 - 31,011

112112





(a) Other material items of income consist of the following:-

(b) Other material/non-cash items of expenses consist of the following:-

THE GROUP 2014 2013 RM’000 RM’000 Plant and equipment written off 104 1,533Loss on foreign exchange: - unrealised 11,376 3,742- realised - 389Writedown in value of inventories 982 2 12,462 5,666

THE GROUP 2014 2013 RM’000 RM’000 Dividend income from short-term and other investments 713 786Gain on disposal of investment in subsidiaries # 694Writeback in value of inventories 207 1,742Rental income 749 729Realised gain on foreign exchange 40 19 1,709 3,970

# - RM2

GEOGRAPHICAL INFORMATION

REVENUE NON-CURRENT ASSETS 2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000

Malaysia 303,973 291,565 216,831 206,166Indonesia 95,755 128,147 147,158 144,542Others 11,496 4,962 6,246 7,461 411,224 424,674 370,235 358,169

113113




MAJOR CUSTOMERS

The following are major customers with revenue equal to or more than 10% of Group revenue:-


MAJOR CUSTOMERS

The following are major customers with revenue equal to or more than 10% of Group revenue:-

REVENUE SEGMENT 2014 2013 RM’000 RM’000

Customer A and its related group of companies 92,308 98,501 AutomotiveCustomer B and its related group of companies 49,800 57,550 AutomotiveCustomer C and its related group of companies 32,781 46,202 Automotive

174,889 202,253Customer D 91,669 59,722 Plantation 266,558 261,975

46. CAPITAL COMMITMENTS

THE GROUP 2014 2013 RM’000 RM’000 Contracted but not provided for in the financial statements:

- purchase of property, plant and equipment 9,301 9,625

47. CONTINGENT LIABILITIES


Corporate guarantees given to licensed banks for banking facilities granted to subsidiaries - - 49,136 77,365Corporate guarantee given to third party for banking facilities granted to an associate 19,995 10,859 - 10,859

19,995 10,859 49,136 88,224

114114



The principal foreign exchange rates used (expressed on the basis of one unit of foreign currency to RM equivalent) for the translation of the foreign currency balances at the end of the reporting period were as follows:-

48. FOREIGN EXCHANGE RATES

2014 2013 RM RM Euro 4.4877 3.9660100 Indonesian Rupiah 0.2873 0.3178Japanese Yen 0.03168 0.03284Thai Baht 0.1007 0.1057United States Dollar 3.2645 3.0938

49. FINANCIAL INSTRUMENTS

The Group’s 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 Group’s overall financial risk management policy focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance.

(a) Financial Risk Management Policies

The Group’s policies in respect of the major areas of treasury activity are as follows:-

(i) Market Risk

(i) Foreign Currency Risk Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because

of changes in foreign exchange rates. The Company may hold financial assets and liabilities in currencies other than the Ringgit Malaysia. It is therefore exposed to currency risk as the value of securities denominated in other currencies will fluctuate due to changes in exchange rates.

The Group is exposed to foreign currency risk on transactions and balances that are denominated in currencies other than Ringgit Malaysia. The currencies giving rise to this risk are primarily United States Dollar and Japanese Yen. Foreign currency risk is monitored closely on an ongoing basis to ensure that the net exposure is at an acceptable level. On occasions, the Group enters into forward foreign currency contracts to hedge against its foreign currency risks.

115115



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116116



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117117



48. FINANCIAL INSTRUMENTS (CONT’D)49. FINANCIAL INSTRUMENTS (CONT’D)

(a) Financial Risk Management Policies (cont’d)

(i) Market Risk (cont’d)

(i) Foreign Currency Risk (cont’d)

Foreign currency risk sensitivity analysis

The following table details the sensitivity analysis to a reasonably possible change in the foreign currencies as at the end of the reporting period, with all other variables held constant:-

(ii) Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to interest rate risk arose mainly from interest-bearing financial assets and liabilities. The Group’s policy is to obtain the most favourable interest rates available. Any surplus funds of the Group will be placed with licensed financial institutions to generate interest income.

Information relating to the Group’s exposure to the interest rate risk of the financial liabilities is disclosed in Note 49(a)(iii) to the financial statements.

It is the Group’s policy to enter into interest rate swaps to achieve an appropriate mix of fixed and floating interest rate exposure. Information of the interest rate swaps entered by the Group is disclosed in Note 19 to the financial statements.

.

Interest rate risk sensitivity analysis

The following table details the sensitivity analysis to a reasonably possible change in the interest rates as at the end of the reporting period, with all other variables held constant:-

THE GROUP 2014 2013 Increase/(Decrease) Increase/(Decrease) RM’000 RM’000

Effects on profit after taxation and equity

United States Dollar:- strengthened by 10% (1,053) (2,813)- weakened by 10% 1,053 2,813 EURO: - strengthened by 10% - (58)- weakened by 10% - 58

THE GROUP THE COMPANY 2014 2013 2014 2013 Increase/ Increase/ Increase/ Increase/ (Decrease) (Decrease) (Decrease) (Decrease) RM’000 RM’000 RM’000 RM’000

Effects on profit after taxation and equity Increase of 50 basis points (bp) (74) (175) (34) (65)Decrease of 50 bp 74 175 34 65

118118



49. FINANCIAL INSTRUMENTS (CONT’D)


(i) Market Risk (Cont’d)

(iii) Equity Price Risk

The Group’s 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 profiles.

Equity price risk sensitivity analysis

The following table details the sensitivity analysis to a reasonably possible change in the prices of the quoted investments as at the end of the reporting year, with all other variables held constant:-

THE GROUP THE COMPANY 2014 2013 2014 2013 Increase/ Increase/ Increase/ Increase/ (Decrease) (Decrease) (Decrease) (Decrease) RM’000 RM’000 RM’000 RM’000

Effects on profit after taxation and equity Increase of 0.5% 137 87 51 1Decrease of 0.5% (137) (87) (51) (1)

(ii) Credit Risk

The Group’s exposure to credit risk, or the risk of counterparties defaulting, arose 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. For other financial assets (including quoted investments, cash and bank balances and derivatives), 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 specific loss component that relates to individually significant exposures, and a collective loss component established for groups of similar assets in respect of losses that have been incurred but not yet identified. Impairment is estimated by management based on prior experience and the current economic environment.

Credit risk concentration profile

The Group’s major concentration of credit risk relates to the amounts owing by 3 customers which constituted approximately 51% of its trade receivables as at the end of the reporting period.

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 financial assets as at the end of the reporting period.

The exposure of credit risk for trade receivables (including amount owing by related parties) by geographical region is as follows:-

THE GROUP 2014 2013 RM’000 RM’000 Malaysia 51,854 51,885Indonesia 10,556 11,485Thailand 6,658 265Others 367 - 69,435 63,635

119119




Ageing analysis

The ageing analysis of the Group’s trade receivables (including amount owing by related parties) as at the end of the reporting period is as follows:-

GROSS INDIVIDUAL COLLECTIVE CARRYING AMOUNT IMPAIRMENT IMPAIRMENT VALUETHE GROUP RM’000 RM’000 RM’000 RM’000 31 March 2014 Not past due 65,491 - - 65,491 Past due:- - less than 2 months 2,410 - - 2,410- 2 to 4 months 735 - - 735- over 4 months 2,795 (1,896) (100) 799 71,431 (1,896) (100) 69,435


(ii) Credit Risk (cont’d)

GROSS INDIVIDUAL COLLECTIVE CARRYING AMOUNT IMPAIRMENT IMPAIRMENT VALUETHE GROUP RM’000 RM’000 RM’000 RM’000 31 March 2013 Not past due 48,867 - - 48,867 Past due:- - less than 2 months 4,982 - - 4,982- 2 to 4 months 2,453 - - 2,453- over 4 months 9,513 (2,080) (100) 7,333

65,815 (2,080) (100) 63,635

At the end of the reporting period, trade receivables that are individually impaired were those in significant financial difficulties and have defaulted on payments. These receivables are not secured by any collateral or credit enhancement.

The collective impairment allowance is determined based on estimated irrecoverable amounts from the sale of goods, determined by reference to past default experience.

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 either secured by collateral of customer asset or due from companies with good collection track record and no recent history of default.

Trade receivables that are neither past due nor impaired

A significant 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 analyses to monitor the credit quality of the trade receivables. Any receivables having significant balances past due or more than 120 days, which are deemed to have higher credit risk, are monitored individually.

120120




(iii) Liquidity Risk

Liquidity risk arises mainly from general funding and business activities. The Group practises prudent risk management by maintaining sufficient cash balances and the availability of funding through certain committed credit facilities.

The following table sets out the maturity profile of the financial liabilities as at the end of the reporting period based on contractual undiscounted cash flows (including interest payments computed using contractual rates or, if floating, based on the rates at the end of the reporting period):-


WEIGHTED AVERAGE CONTRACTUAL OVER EFFECTIVE CARRYING UNDISCOUNTED WITHIN 1 – 5 5 RATE AMOUNT CASH FLOWS 1 YEAR YEARS YEARSTHE GROUP % RM’000 RM’000 RM’000 RM’000 RM’000 2014 Term loans 3.76 27,450 28,393 22,201 5,206 986Trade payables - 49,956 49,956 49,956 - -Other payables and accruals - 26,360 26,360 26,360 - -Amount owing to related parties - 7,744 7,962 5,031 2,931 -Finance lease payable 3.39 3,105 3,362 1,155 2,207 -Derivative liabilities:(i) Forward foreign currency contracts: - Outflow - 27 2,086 2,086 - - - Inflow - - (2,059) (2,059) - -(ii) Interest rate swap: - Outflow 3.90 33 220 215 5 - - Inflow 3.15 - (187) (183) (4) -(iii) Derivative asset CPO futures: - Outflow - - 1,307 1,307 - - - Inflow - (82) (1,389) (1,389) - - 114,593 116,011 104,680 10,345 986

2013 Term loans 4.19 46,716 48,894 22,362 25,908 624Trade payables - 30,836 30,836 30,836 - -Other payables and accruals - 19,191 19,191 19,191 - -Amount only to related parties - 9,207 10,219 6,270 3,949 -Bank overdraft 10.23 78 78 78 - -Derivative liabilities:(i) Forward foreign currency contracts: - Outflow - 75 5,527 5,527 - - - Inflow - - (5,452) (5,452) - -(ii) Interest rate swap: - Outflow 3.90 128 798 578 220 - - Inflow 3.10 - (670) (483) (187) -(iii) Derivative asset CPO futures: - Outflow - - 2,034 2,034 - - - Inflow - (57) (2,091) (2,091) - - 106,174 109,364 78,850 29,890 624

121121




(iii) Liquidity Risk (cont’d)


WEIGHTED AVERAGE CONTRACTUAL OVER EFFECTIVE CARRYING UNDISCOUNTED WITHIN 1 – 5 5 RATE AMOUNT CASH FLOWS 1 YEAR YEARS YEARSTHE COMPANY % RM’000 RM’000 RM’000 RM’000 RM’000 2014 Term loans 4.75 9,180 9,487 8,333 1,154 -Other payables and accruals - 847 847 847 - -Derivative liability:Interest rate swap:- Outflow 3.90 33 220 215 5 -- Inflow 3.15 - (187) (183) (4) - 10,060 10,367 9,212 1,155 -

2013 Term loans 4.70 17,220 18,145 8,686 9,459 -Other payables and accruals - 538 538 538 - -Derivative liability:Interest rate swap:- Outflow 3.90 128 798 578 220 -- Inflow 3.10 - (670) (483) (187) - 17,886 18,811 9,319 9,492 -

122122




(b) Capital Risk Management

The Group manages its capital to ensure that entities within the Group will be able to maintain an optimal capital structure so as to support their businesses and maximise shareholders’ value. To achieve this objective, the Group may make adjustments to the capital structure in view of changes in economic conditions, such as adjusting the amount of dividend payment, returning of capital to shareholders or issuing new shares.

The Group manages its capital based on debt-to-equity ratio. The Group’s strategies were unchanged from the previous financial year. The debt-to-equity ratio is calculated as net debt divided by total equity. Net debt is calculated as borrowings plus trade and other payables less cash and cash equivalents.

The debt-to-equity ratio of the Group as at the end of the reporting year is as follows:-

Under the requirements 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). The Company has complied with this requirement.

The Group has complied with the bank covenants as disclosed in Note 26 to the financial statements, failing which, the bank may call an event of default.

THE GROUP 2014 2013 RM’000 RM’000 Term loans 27,450 46,716Bank overdraft - 78Finance lease payables 3,105 -Trade payables 49,956 30,836Other payables and accruals 26,360 19,191Amount owing to related parties 7,744 9,207 114,615 106,028

Less:- deposits with financial institutions (705) (3,383)- short-term investments (36,486) (23,081)- cash and bank balances (34,207) (31,544) Net debt 43,217 48,020

Total equity 455,772 441,133

Debt-to-equity ratio 0.09 0.11

123123




(c) Classification Of Financial Instruments


Financial assets Available-for-sale financial assets Other investments, at fair value 295 295 - -Other investments, at cost 2,306 2,306 - - 2,601 2,601 - -

Loans and receivables financial assets Trade receivables 69,114 54,261 - -Other receivables and deposits 7,498 8,534 2 2Dividend receivable - - 5,100 10,418Amounts owing by subsidiaries - - 95,208 41,677Amount owing by related parties 333 12,836 - -Deposits with financial institutions 705 3,383 - -Cash and bank balances 34,207 31,544 4,857 5,628

111,857 110,558 105,167 57,725

Fair value through profit and loss financial assetsShort-term investments, at fair value 36,486 23,081 13,635 219Derivative asset 82 57 - - 36,568 23,138 13,635 219

Financial liabilities

Other financial liabilitiesTerm loans 27,450 46,716 9,180 17,220Finance lease payables 3,362 - - -Trade payables 49,956 30,836 - -Other payables and accruals 26,360 19,191 847 538Amount owing to related parties 7,744 9,207 - -Bank overdraft - 78 - -

114,872 106,028 10,027 17,758

Fair value through profit and lossDerivative liabilities 60 203 33 128

124124



49.

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125125



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126126



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127127




(d) Fair Value Information (Cont’d)

The following summarises the methods used to determine the fair values of the financial instruments:-

(i) The fair values of the short-term investments and investments in club membership are estimated based on their quoted market prices as at the end of the reporting period.

(ii) The carrying amounts of the term loans approximated their fair values as these instruments bear interest at variable rates.

(iii) The fair value of forward foreign currency contracts is estimated based on the current forward price for the residual maturity of the contract.

(iv) The fair value of interest rate swap is estimated based on the broker quotes.

(v) The fair value of the CPO future is estimated based on the current settle price for the residual maturity of the future contract.

(vi) The fair value of finance lease payables is determined by discounting the relevant cash flows using market interest rate of 3.39% at the end of the reporting period.

(vii) The fair value of amounts owing to related parties is measured using discounted cash flow projections based on a borrowing rate of 3.76% (2013 - 4.19%). The discount rate equals to the Company’s weighted average cost of borrowing rate.

In regards to financial instruments carried at fair value, there was no transfer between level 1 and level 2 during the financial year.

50. SIGNIFICANT EVENT OCCURRING AFTER THE REPORTING PERIOD

On 16 May 2014, the Company announced that it received a letter (Request Letter) from its major shareholder, Chung & Tee Ventures Sdn Bhd (CTVSB) requesting the Company to undertake a selective capital reduction and a corresponding capital repayment exercise (Proposed SCR) under Section 64 of the Companies Act 1965. Under the proposed offer, entitled shareholders will receive RM4.80 in exchange for each of their share.

In the event of successful completion of the Proposed SCR where CTVSB and persons acting in concert with CTVSB will own 100% equity interest in the Company, CTVSB does not intend to maintain the listing status of the Company. CTVSB will then make an application to Bursa Securities to withdraw its listing status from the Official List.

On 17 May 2014, the Company announced that the Board of Directors (save for the interested directors) had deliberated on the Request Letter and had resolved to present the Proposed SCR to the entitled shareholders of the Company for their consideration at an EGM to be convened for this purpose.

51. COMPARATIVE FIGURES

The following comparative figures have been reclassified to conform with the presentation of current year’s financial statements:-

THE GROUP As Restated As Previously Reported 2013 2013 RM’000 RM’000

Statement of Financial Position (Extract) Trade receivables 54,261 63,635Other receivables, deposits and prepayments 15,040 18,820Amounts owing by related parties 12,836 -Other payables and accruals (19,191) (28,716)Amounts owing to related parties (9,207) -

128128



52. SUPPLEMENTARY INFORMATION – DISCLOSURE OF REALISED AND UNREALISED PROFITS/LOSSES

The breakdown of the retained profits of the Group and of the Company as at the end of the reporting period into realised and unrealised profits/(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 Profits 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:-


Total retained profits:- realised 319,773 295,726 137,909 63,603- unrealised (11,819) (4,884) 95 (3,473) 307,954 290,842 138,004 60,130

Total share of retained profits of associates:- realised 28,165 23,171 - -- unrealised (3,441) 6 - -

24,724 23,177 - -

Less: Consolidation adjustments - - - -

At 31 March 2014/2013 332,678 314,019 138,004 60,130

129129


SHARE CAPITAL

DISTRIBUTION OF SHAREHOLDINGS

DIRECTORS’ SHAREHOLDINGS

SUBSTANTIAL SHAREHOLDER

* The issued and paid up capital is as per Record of Depositors as at 16 July 2014 and is exclusive of 3,410,700 treasury shares bought back.

Size of Shareholdings

As per the Register of Directors’ Shareholdings

Authorised - 500,000,000 Ordinary Shares Issued and Paid-up Capital - 96,593,550 Ordinary Shares * Class of Share - Ordinary Shares of RM1.00 Each No. of Shareholders - 2,287 Voting Rights - One Vote Per Ordinary Share

Range No. of Shareholders % No. of Shares % Less than 100 206 9.00 9,038 0.01100 - 1,000 286 12.51 192,711 0.201,001 - 10,000 1,457 63.71 4,365,601 4.5210,001 - 100,000 261 11.41 7,639,691 7.91 100,001 and below 5% 66 2.89 20,018,444 20.72 5% and above 11 0.48 64,368,065 66.64TOTAL 2,287 100.00 96,593,550 100.00

Direct Indirect Name No. of shares % No. of shares % 1 Dato’ Sri Tee Boon Kee 2,855,005 2.96 38,512,423 39.872 Dato’ Ir Haji Noor Azmi Bin Jaafar 2,162,927 2.24 4,498,945 4.663 Dato’ Tee Boon Keat 1,703,516 1.76 33,167,770 34.344 Dato’ Leon Tee Wee Leng 983,350 1.02 7,307,199 7.565 Datin Sri Chung Geok Siew 653,750 0.68 40,713,678 42.156 Chung Chee Sun 450,000 0.47 9,430,405 9.767 Dato’ Dr M SHANmughalingam 415,000 0.43 - -8 Gen Tan Sri (Dr) Mohamed Hashim 412,500 0.43 - - Bin Mohd Ali (Rtd)9 Dato’ Eow Kwan Hoong 100,000 0.10 - -

Name of Shareholder No. of Shares %

Chung & Tee Ventures Sdn Bhd 33,076,879 34.24C.S. Delcan Corporation Sdn Bhd 9,190,060 9.51

ANALYSIS OF SHAREHOLDINGSAS AT 16 JULY 2014

130130

ANALYSIS OF SHAREHOLDINGSAS AT 16 JULY 2014


No Name of Shareholders No. of Shares %

1 Chung & Tee Ventures Sdn Bhd 33,076,879 34.242 C.S. Delcan Corporation Sdn Bhd 9,190,060 9.513 Aneka Nostalgia Sdn Bhd 4,363,965 4.524 Flora Grand Sdn Bhd 4,197,236 4.355 Welloyd Engineering (M) Sdn Bhd 3,798,444 3.936 Tee Boon Kee 2,855,005 2.967 Noor Azmi Bin Jaafar 2,162,927 2.248 Tee Boon Keat 1,703,516 1.769 Ipjomas Sdn Bhd 1,684,648 1.74 10 Tan Ah Kee 1,483,700 1.5411 Unique Stallion Sdn Bhd 1,071,896 1.1112 Leon Tee Wee Leng 983,350 1.0213 Popular Framework Sdn Bhd 883,900 0.9214 Maybank Securities Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Khor Ching Lee 849,400 0.8815 Lim Boon Kheng 746,300 0.7716 Chung Geok Siew 653,750 0.6817 Tye Hua Sdn Bhd 600,000 0.6218 Thean Wui Han 553,600 0.5719 Tang Kwang Siow 542,000 0.5620 999 Resources Sdn Bhd 529,700 0.55 21 CIMSEC Nominees (Tempatan) Sdn Bhd CIMB Bank for Lim Ka Kian 466,300 0.4822 HSBC Nominees (Asing) Sdn Bhd Exempt Account for Credit Suisse (SG BR-TST-ASING) 466,000 0.4823 Chung Chee Sun 450,000 0.4724 RHB Nominees (Tempatan) Sdn Bhd RHB Investment Management Sdn Bhd for Yoong Kah Yin 419,000 0.43 25 Shanmughalingam A/L Murugasu 415,000 0.4326 Mohamed Hashim Bin Mohd Ali (Gen Rtd Tan Sri) 412,500 0.43 27 AIM Technology (M) Sdn Bhd 400,000 0.4128 Goh Beng Choo 373,400 0.3929 Chan Yoke Hoong 345,000 0.36 30 Public Invest Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Mohamed Nizam Bin Abdul Razak 312,500 0.32 TOTAL 75,989,976 78.67

LIST OF TOP 30 SHAREHOLDERS

131131


NET BOOK AGE OF DATE OF VALUE BUILDING LAST DATE OFLOCATION TENURE SIZE DESCRIPTION RM’000 (YEARS) REVALUATION ACQUISITION

MALAYSIA Lot 48938 & PT2187 Freehold 4.05 ha 2 plots of industrial 14,968 13 - 1999District Of Klang land / office, factory Selangor Darul Ehsan and warehouse Lot 48939 & 48940 Freehold 2.03 ha 2 plots of industrial 10,915 21 1994 1991District Of Klang land / office, factory Selangor Darul Ehsan and warehouse H.S(D) 29394 & 29393 Freehold 1,522 sq.m 2 units 2 1/2 storey 1,351 11 - 2003Mukim Damansara terrace showroom Selangor Darul Ehsan factory with land Lot 17283 Freehold 1.13 ha 1 plot of industrial 2,250 - - 2011Mukim Hulu Bernam Timur land Daerah Batang Padang Perak Darul Ridzuan Lot 17285 Freehold 1.25 ha 1 plot of industrial 9,607 9 - 2011Mukim Hulu Bernam Timur land / office, Daerah Batang Padang factory and warehousePerak Darul Ridzuan Lot 17286 Freehold 2.03 ha 1 plot of industrial 8,674 9 - 2003Mukim Ulu Bernam Timur land / office,Daerah Batang Padang factory and warehousePerak Darul Ridzuan

Sungai Rambai Estate Freehold 1,448.78 ha Oil Palm Estate 75,237 - - 1999District Of Kuala Selangor Selangor Darul Ehsan Freehold 66,493 sq.m Residential Bungalows, 350 23 - 1999 Cottages & Amenities Lot No PT84975 & PT84976 Freehold 372.90 sq.m 2 units 3 storey shop 1,493 7 - 2007Mukim Klang office building Daerah Klang Selangor Darul Ehsan

PROPERTIES OWNED BY THE GROUPAS AT 31 MARCH 2014

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PROPERTIES OWNED BY THE GROUPAS AT 31 MARCH 2014


NET BOOK AGE OF DATE OF VALUE BUILDING LAST DATE OFLOCATION TENURE SIZE DESCRIPTION RM’000 (YEARS) REVALUATION ACQUISITION

THAILAND 300/28 Moo 1, Tambol Tasit Freehold 12,222 sq.m 1 plot of industrial 5,407 8 - 2006Amphur Pluakdaeng, Rayong land /office, factory Thailand and warehouse INDONESIA Kebun Parit Gunung Leasehold 14,422.09 ha Oil Palm Estate 91,674 8-15 - 2006Darul Makmur & Air Ruak Expiring 2029 Plantable Reserve Belitung, Indonesia and 2036 land, Residential cottages & Amenities 7,500 sq.m Oil Mill building 7,157 4 - 2010

Kawasan Industri Leasehold 7,750 sq.m 1 plot of industrial land 3,978 13 - 2014Sentul, Jl. Olympic Raya Expiring 2027 with factory buildingBlok B6, Kelurahan SentulKecamatan Babakan MadangKabupaten Bogor, Jawa BaratIndonesia

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FORM OF PROXY

DELLOYD VENTURES BERHAD(380429-W)

(Incorporated in Malaysia)

No. of shares held

FORM OF PROXY

I/We NRIC/Co.No.

of

being a member of DELLOYD VENTURES BERHAD hereby appoint

of

NRIC No. or failing whom,

of

NRIC No.

as my/our proxy to vote for me/us on my/our behalf at the Eighteenth Annual General Meeting of the Company to be held at Danau 3, Kota Permai Golf and Country Club,

No.1, Jalan 31/100A, Kota Kemuning, Section 31, 40460 Shah Alam, Selangor Darul Ehsan on Monday, 8 September 2014 at 11.30 a.m. and, at every adjournment thereof

for/against the resolutions to be proposed thereat.

NO. ORDINARY RESOLUTIONS FOR AGAINST1 To approve the payment of Final Dividend 2 To approve the payment of Directors’ fees 3 To re-elect Datin Sri Chung Geok Siew as Director 4 To re-elect Dato’ Eow Kwan Hoong as Director 5 To re-appoint General Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd) as Director 6 To re-appoint Dato’ Dr. M SHANmughalingam as Director 7 To re-appoint Messrs. Crowe Horwath as auditors of the Company 8 To approve the authority to issue shares pursuant to Section 132D of the Companies Act, 1965 9 To approve the proposed renewal of the shareholders’ mandate for recurrent related party transactions of a revenue or trading nature 10 To approve the proposed renewal of authority for the purchase of own shares by the Company

(Please indicate with an X in the spaces provided on how you wish your vote to be cast. If you do not do so, the proxy will vote or abstain from voting at his discretion.)

Dated this…………day of…………………….2014

…………………………… ……………………………........

Signature of Member(s) Affix Company’s Common Seal

(if applicable)

Notes:-Proxy

i The members whose names appear in the Record of Depositors on 2 September 2014 shall be entitled to attend, speak and vote at this Eighteenth Annual General Meeting.ii A proxy may but need not be a member of the Company and the provisions of Section 149(1) (b) of the Act shall not apply to the Company.iii A member shall be entitled to appoint more than one proxy (subject always to a maximum of two proxies at each meeting) to attend and vote at the same meeting.iv Where a member appoints more than one proxy, the appointment shall be invalid unless he specifies the proportion of his holdings to be represented by each proxy.v Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint more than one (1) proxy (subject

always to a maximum of two (2) proxies at each meeting) in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.

vi Where a member is an exempt authorised nominee who holds ordinary shares in the Company for multiple beneficial 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.

vii To be valid, this proxy form duly completed must be deposited at the registered office of the Company situated at 52A, Lebuh Enggang, 41150 Klang, Selangor Darul Ehsan not less than 48 hours before the time for holding the meeting.

viii If the appointer is a corporation, the proxy form must be executed under its Seal or under the hand of its attorney.ix) The audited financial statements are for discussion only under Agenda 1, as it does not require shareholders’ approval under the provisions of Section 169(1) and (3) of

the Companies Act, 1965. Hence, it will not be put for voting.


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THE SECRETARY :DELLOYD VENTURES BERHAD (380429-W)

52A, LEBUH ENGGANG,41150 KLANG,

SELANGOR DARUL EHSAN

AFFIXSTAMPHERE

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Documents

annual report 2014 FINAL CD BURN - Delloyd · PDF fileRequirements of Bursa Malaysia Securities Berhad, the ﬁ nancial statement have been prepared in accordance with the applicable