Contents Sultan Salahuddin Abdul Aziz Shah. Chairman ... the disposal of a piece of land from the Kenny Heights joint-venture project. The Plantation division also performed

Corporate Information 2

5-Year Financial Highlights 3

Chairman’s Statement 4

Management Discussion 5& Analysis

Profile of Directors 8

Profile of Key Senior Management 12

Corporate Governance Statement 13

Statement on Risk Management 30 and Internal Control

Audit Committee Report 33

Directors’ Report and 37 Audited Financial Statements

Analysis of Shareholdings 118

Properties held by the Group 120

Notice of Annual General Meeting 121

Proxy Form

Contents

2 DutaLand Berhad • Annual Report 2017

BOARD OF DIRECTORS Y.A.M. Tengku Datuk Seri Ahmad Shah Ibni Almarhum Sultan Salahuddin Abdul Aziz Shah Chairman

YBhg Tan Sri Dato’ Yap Yong SeongGroup Managing Director

Mr Yap Wee ChunExecutive Director

YBhg Dato’ Sri Yap Wee KeatNon-Independent Director

Mr Cheong Wong SangSenior Independent Director

YBhg Dato’ Hazli bin IbrahimIndependent Director

YBhg Dato’ Abdul Majit bin Ahmad KhanIndependent Director

COMPANY SECRETARIES

Ms Kwan Wai Sin MAICSA 7035227

Ms Lim Yoke SiMAICSA 0825971

DOMICILE AND DATE OF INCORPORATION

Incorporated and domiciled in Malaysia

Company number : 7296-VDate of incorporation : 26 July 1967

STOCK EXCHANGE LISTING

Listed on the Main Market of Bursa Malaysia Securities Berhad

Listing date : 11 January 1973Stock name : DUTALNDStock code : 3948Stock sector : Plantations

REGISTERED OFFICE

Level 23, Menara OlympiaNo. 8, Jalan Raja Chulan 50200 Kuala Lumpur

Tel : 603-2072 3993 Fax : 603-2072 3996Email : [email protected] : www.dutaland.com.my

SHARE REGISTRAR

Tricor Investor & Issuing House Services Sdn Bhd Unit 32-01, Level 32, Tower AVertical Business SuiteAvenue 3, Bangsar SouthNo. 8, Jalan Kerinchi59200 Kuala Lumpur

Tel : 603-2783 9299Fax : 603-2783 9222Email : [email protected] : www.tricorglobal.com

AUDITORS

Messrs Ernst & Young AF: 0039Chartered Accountants Level 23A, Menara Milenium Jalan Damanlela Pusat Bandar Damansara 50490 Kuala Lumpur

Tel : 603-7495 8000 Fax : 603-2095 9076 / 2095 9078Website : www.ey.com

PRINCIPAL BANKERS

Malayan Banking BerhadCIMB Bank BerhadUnited Overseas Bank (Malaysia) BerhadRHB Bank Berhad

Corporate Information

3DutaLand Berhad • Annual Report 2017

5-Year Financial Highlights

For the financial year ended 30 June

2017 2015 2016 2014 2013

2014

Year

2013

2015

Profit from Operations(RM million)

21.9

-10

020

3010

4050

6070

8090

100

2016

2017

Revenue(RM million)

130.4

-10

020

3010

4050

6070

8090

100

110

120

130

140

2014

Year

2013

2015

2016

2017

Total Assets(RM million)

020

040

060

080

010

0012

00

2014

2015

Year

2013

1,076.5

2016

2017

Shareholders’ Equity(RM million)

2014

Year

2013

2015

939.0

2016

2017

020

040

060

080

010

0012

00

Statement of Comprehensive Income

Revenue (RM million) 130.4 37.8 46.7 60.4 58.3

Profit/(loss) from operations (RM million) 21.9 0.1 68.0 85.9 (7.7)

Profit/(loss) before taxation (RM million) 21.4 0.1 63.3 75.4 (19.2)

Profit/(loss) attributable to owners of the parent (RM million) 12.9 (3.7) 48.7 75.1 (18.6)

Statement of Financial Position

Issued and paid-up capital (RM million) 423.1 846.1 846.1 846.1 846.1

Shareholders’ equity (RM million) 939.0 926.3 930.0 848.2 789.2

Total assets (RM million) 1,076.5 1,064.0 1,063.7 1,050.0 1,050.0

Financial Ratios

Gross profit/(loss) per share (sen) 2.53 0.01 7.48 8.91 (2.88)*

Net profit/(loss) per share (sen) 1.5 (0.4) 5.8 8.9 (2.8)*

Net tangible assets per share (RM) 1.11 1.09 1.10 1.00 0.93

* Based on weighted average number of shares issued during the year.


Chairman’s Statement

FINANCIAL PERFORMANCE

Revenue of DutaLand Berhad Group (“the Group”) for the financial year ended 30 June 2017 (“FY2017”) has increased significantly by 245% from RM37.8 million in the financial year ended 30 June 2016 (“FY2016”) to RM130.4 million in the financial year under review. Both plantation and property divisions have recorded higher revenue for FY2017.

In line with the higher revenue, the Operating Profit (“EBITDA”) has improved from RM3.1 million in FY2016 to RM24.9 million in FY2017.

With the improved performance, the Group’s financial position has been further strengthened. As at 30 June 2017, the Group has total assets of RM1.076 billion, with outstanding financing of only RM4.5 million. The total equity stood at RM992.4 million, backed by a Net Tangible Assets per share of RM1.11.

FUTURE OUTLOOK & PROSPECTS

The Malaysian economic outlook continues to be challenging. The Group is taking steps to consolidate its financial position. Towards this end, the Company has on 22 August 2017 announced that it is in negotiation to dispose of its plantation assets for RM750.0 million. Meanwhile the Company is exploring various options to best utilise the potential sale proceeds in order to enhance shareholders’ value.

APPRECIATION

On behalf of the Board, I wish to express our gratitude and appreciation to all stakeholders of the Group, shareholders, management, staff, business associates, and other stakeholders for their continuous support and contributions.

Y.A.M. Tengku Datuk Seri Ahmad Shah Ibni AlmarhumSultan Salahuddin Abdul Aziz ShahChairman

20 September 2017

“On behalf of the Board of Directors of DutaLand Berhad, it gives me great pleasure to present the Annual Report and Audited Financial Statements of the Company and the Group for the financial year ended 30 June 2017.”

Y.A.M. Tengku Datuk Seri Ahmad Shah Ibni AlmarhumSultan Salahuddin Abdul Aziz Shah

Chairman


Management Discussion & Analysis

DUTALAND BERHAD GROUP

Incorporated in 1967, the principal activity of DutaLand Berhad (“DutaLand” or “the Company”) is investment holding. It also engages in the business of investment and provision of management services to its subsidiaries. The DutaLand group of companies’ (“Group”) main business focus is in the cultivation of oil palm, property development and investments.

OVERVIEW

The Company’s objective is to create and maximise shareholders’ value through growth and improvements in its business units. The strategies to achieve the objectives are prudent management, and careful evaluation and assessment of business decisions.

FINANCIAL RESULTS AND FINANCIAL CONDITION

The Group’s financial position is stable as at the close of the financial year ended 30 June 2017 (“FY2017”).

As at 30 June 2017, the Group owns a total assets of RM1.076 billion, with an outstanding financing of only RM4.5 million.

The Group’s equity structure was re-organised in FY2017. The corporate exercise entailed the reduction of the entire share premium account of RM18.5 million, and reduction of the par value of the existing ordinary shares of the Company from RM1.00 per share to RM0.50 per share.

The above exercise has given rise to a credit of RM441.6 million, of which RM388.3 million has been utilised to set-off against the accumulated losses of the Company. The remaining credit of RM53.1 million has been retained in the capital reserve account.

The Group achieved better results for FY2017 as compared to FY2016. Both the Plantation and Property divisions have recorded higher revenue for FY2017.

Revenue of the Group for FY2017 has increased significantly by 245% from RM37.8 million in FY2016 to RM130.4 million in the financial year under review. The favourable variance of RM92.6 million was mainly due to higher contribution from the Property division (RM81.9 million in FY2017 against RM0.1 million in FY2016). Plantation division’s contribution was also higher at RM48.5 million, against RM37.6 million in FY2016.

The Group registered profit before tax of RM21.4 million in FY2017 compared to RM0.1 million in FY2016. The Property division recorded higher profit at RM17.6 million for FY2017 (FY2016: RM7.2 million loss) attributed to the disposal of a piece of land from the Kenny Heights joint-venture project. The Plantation division also performed better with a profit before tax of RM11.0 million in FY2017 (FY2016: RM2.3 million).

In line with the higher revenue, the Group’s operating profit (“EBITDA”) has improved from RM3.1 million in FY2016 to RM24.9 million in FY2017.

With the improved performance, the Group’s financial position has been further strengthened. As at 30 June 2017, the Group has a total assets of RM1.076 billion, with outstanding financing of only RM4.5 million. The total equity stood at RM992.4 million, backed by a net tangible assets per share of RM1.11.


OPERATIONS OVERVIEW

Plantation

As at 30 June 2017, the Group owns approximately 11,977.91 hectares of plantation land in Sandakan, Sabah.

The plantation land was acquired by the Group in 1995. Of the total land area of 11,977.91 hectares, only approximately 1,000 hectares of the land was planted with oil palm. Subsequently, the Group has planted the remaining plantation land with oil palms.

For FY2017, the Plantation division contributed revenue of RM48.5 million, which was 29% higher than the previous year. Plantation remained an important contributor to the Group’s revenue.

The higher revenue of the Plantation division was mainly due to the higher fresh fruit bunches (“FFB”) selling price at RM567 / MT, which was 32% higher than FY2016. The FFB production for FY2017 was 2% lower at 85,448 MT.

As a result of the RM10.9 million increase in revenue, the EBITDA of the Plantation division increased by RM8.8 million to RM13.8 million, or an increase of 176% in FY2017.

The yield of the plantation at 8.5 MT / Hectare for FY2017 remains a concern. However, the management has taken remedial measures such as optimising fertiliser application etc to boost the productivity of the FFB.

There is no major capital commitment at this juncture. The plantable area of the estates has been planted with oil palm. The required infrastructure such as buildings and road have also been constructed.

The palm oil industry in Malaysia is facing various issues, such as labour shortage, escalating cost of fertiliser, competition from other edible oils, and environmental issues.

Various measures are being implemented to overcome these challenges such as new oil palm clones are being developed and automation that uses new technology.

Property Development

The Property division reported revenue of RM81.9 million in FY2017. The division was not active in the previous financial year. The main contributor to the revenue was from the Kenny Heights project, which has disposed of a piece of land measuring 9.01 acres for a total cash consideration of RM140.0 million. The Kenny Heights project is a joint-venture project between the Group and Olympia Properties Sdn Bhd. With the completion of the sale of the land in April 2017, the Group has recognised its share of profit of RM26.4 million from the above disposal.

The Group’s property portfolio mainly comprises of the Oakland project in Seremban, the Kenny Heights project in Mont Kiara, and the Duta Grand Hotels project at the intersection of Jalan Sultan Ismail and Jalan Ampang.

Oakland project

The Group has acquired 70% stake in Oakland Holdings Sdn Bhd (“Oakland”) in 1991, and subsequently the remaining 30% in 1994. The company has developed approximately 400 acres of land todate.

The Group is also developing the Lake Side Boulevard project in Seremban. The project comprises 182 units of shop-office, with a gross development value (GDV) of approximately RM115 million. Construction work has commenced and the project is progressing well.

Kenny Heights project

The Kenny Heights project is a joint venture project (“JV”) between KH Estates Sdn Bhd (a 100% owned subsidiary of the Company) and Olympia Properties Sdn Bhd. The JV is based on a sharing ratio of 58% and 42%, with a total land bank of 73.44 acres contributed by the JV partners. The first phase of the project, comprises 49 units of villa, has been completed. In FY2017, the JV has disposed of 9.01 acres of land for RM140.0 million. Meanwhile the development plan of the project is being reviewed so as to be ready for the next launch.

Management Discussion & Analysis (continued)


Duta Grand Hotels (“DGH”) project

The DGH project is an integrated project with land area of 122,000 sq. ft. The development comprises retails space, hotel, office, hotel residence and serviced apartments. Development work of the DGH Tower began in 1996, and construction of the superstructure has reached level 32 when the project was halted due to the Asian Financial Crisis in 1997-98. Meanwhile, the planning work of the project continue in order to enhance the value of the development. Management is also looking at various ways to re-commence the project, such as joint venture or disposal of certain components of the project.

The Malaysian property market remains challenging as competition intensifies on top of weak demand. The rising construction cost, fuelled by higher oil prices, increased electric tariff and labour shortage, as well as tighter Bank Negara loan guidelines are some of the factors affecting the property market.

CORPORATE DEVELOPMENTS

The Company announced on 29 August 2016 on the capital re-organisation exercise pursuant to the then Companies Act 1965. The said corporate exercise entailed a reduction of the share premium account and a reduction of the par value of the ordinary shares of the Company from RM1.00 to RM0.50 per share. The credit arising thereof was mainly utilised to set-off against the accumulated losses of the Company. The corporate exercise has no effect to the total equity or net assets of the Company or the Group. The total number of issued shares remains unchanged, likewise for the net assets per share. This corporate exercise was completed on 5 January 2017.

On 29 August 2016, the Company also announced that it has triggered Paragraph 8.03A of the Main Market Listing Requirements (“Listing Requirements”) of Bursa Malaysia Securities Berhad (“Bursa Malaysia”) due to inadequate level of operations as set out in the Listing Requirements.

The Company had on 29 August 2016 submitted an application to Bursa Malaysia for a waiver and Bursa Malaysia has on 9 November 2016 granted to DutaLand a waiver from being classified as an affected listed issuer pursuant to Paragraph 8.03A.

The Company announced on 22 August 2017 that Pertama Land & Development Sdn Bhd (“PLD”), a wholly owned sub-subsidiary of the Company, had on 22 August 2017 accepted the letter of intent dated 18 August 2017 (“LOI”) issued by Boustead Rimba Nilai Sdn Bhd (“BRN”) a wholly owned subsidiary of Boustead Plantation Berhad. The LOI expresses BRN’s intention to acquire 42 parcels of plantation land measuring 11,579.31 hectares, inclusive of movable fixed assets, machineries and vehicles located at the property owned by PLD (“Plantation Asset”) for an indicative cash consideration of RM750.0 million. This plantation land is located at Sandakan, Sabah.

BRN has paid to PLD a sum of RM15.0 million on 22 August 2017, being the 2% earnest deposit of the consideration as part of the terms of the LOI.

The terms of the LOI set out that BRN shall carry out a due diligence exercise for a period of 30 days from the date of receipt of PLD’s acceptance of the LOI (“Due Diligence Period”), thereafter BRN shall revert with its decision within 15 days after the Due Diligence Period whether to proceed with the above proposed acquisition.

The proposed acquisition of the Plantation Asset by BRN from PLD is subject to the approval of DutaLand shareholders.

Management Discussion & Analysis (continued)


Profile of Directors

Y.A.M. TENGKU DATUK SERI AHMAD SHAH IBNI ALMARHUMSULTAN SALAHUDDIN ABDUL AZIZ SHAHCHAIRMANAged 62, Male, Malaysian

Tengku Datuk Seri Ahmad Shah Ibni Almarhum Sultan Salahuddin Abdul Aziz Shah was appointed to the Board on 25 February 2009 as an Independent Non-Executive Director and subsequently redesignated as the Chairman of DutaLand Berhad on 23 November 2010.

Tengku Datuk Seri Ahmad Shah completed his Diploma in Business Administration from Universiti Teknologi MARA in 1974. He started his career in Charles Bradburne (1930) Sdn Bhd as a broker from 1974 to 1981. He was a Director of TTDI Development Sdn Bhd from 1978 to 2000, a Director of Sime UEP Berhad from 1983 to 1987, the Chairman of Sime Darby Medical Centre Subang Jaya Sdn Bhd from 1987 to 2013 and a Director of Sime Darby Healthcare Sdn Bhd from 2010 to 2013.

Presently, Tengku Datuk Seri Ahmad Shah is a Director of Global Oriental Berhad, Mycron Steel Berhad, both listed on Bursa Malaysia Securities Berhad, and Sime Darby Property Berhad. Tengku involves in various welfare organisations and is a member of the Board of Trustees of the Cancer Research Malaysia (formerly, Cancer Research Initiatives Foundation, CARIF).

Tengku Datuk Seri Ahmad Shah has no family relationship with any Director and/or major shareholder of DutaLand Berhad and has no conflict of interest with DutaLand Berhad. Tengku Datuk Seri has no conviction for any offences, other than traffic offences (if any), within the past five years and he was not imposed with any public sanction or penalty by relevant regulatory bodies during the financial year under review.

Tengku Datuk Seri Ahmad Shah attended all the five Board Meetings of DutaLand Berhad held during the financial year ended 30 June 2017.

YBHG TAN SRI DATO’ YAP YONG SEONGGROUP MANAGING DIRECTORAged 76, Male, Malaysian

Tan Sri Dato’ Yap Yong Seong was appointed to the Board of DutaLand Berhad on 16 February 1993 and is a member of the Remuneration Committee of DutaLand Berhad.

Tan Sri Dato’ Yap first ventured into the property business under the Duta Group in the early 1970s, was a pioneer in embarking on a reclamation project at the fore shore lands in Melaka which now stood the new business centre known as Melaka Raya.

Tan Sri Dato’ Yap also sits on the Boards of Olympia Industries Berhad as the Group Managing Director and several companies within DutaLand Berhad Group and Olympia Industries Berhad Group. He is the father of Dato’ Sri Yap Wee Keat and Mr Yap Wee Chun. Tan Sri Dato’ Yap and his spouse, Puan Sri Datin Leong Li Nar, are major shareholders of DutaLand Berhad.

Except for certain recurrent related party transactions of a revenue or trading nature which are necessary for the day-to-day operations of DutaLand Berhad Group for which Tan Sri Dato’ Yap is deemed to be interested, there are no other business arrangements with DutaLand Berhad in which he has personal interests. Tan Sri Dato’ Yap has no conviction for any offences, other than traffic offences (if any), within the past five years and he was not imposed with any public sanction or penalty by relevant regulatory bodies during the financial year under review.

Tan Sri Dato’ Yap attended all the five Board Meetings of DutaLand Berhad held during the financial year ended 30 June 2017. He is also a key senior management of DutaLand Berhad Group.


Profile of Directors(continued)

MR YAP WEE CHUNEXECUTIVE DIRECTORAged 47, Male, Malaysian

Mr Yap Wee Chun was appointed to the Board of DutaLand Berhad on 5 September 1996. He graduated with a Bachelor of Arts, major in Business Administration and Economics, from Richmond University of London in 1990. He began his career as an officer with D&C Sakura Merchant Bankers Berhad (now known as RHB Investment Bank Berhad) in 1994.

Mr Yap sits on the Boards of several companies within the DutaLand Berhad Group and a subsidiary in Olympia Industries Berhad Group. Mr Yap is the son of Tan Sri Dato’ Yap Yong Seong, the Group Managing Director of DutaLand Berhad, and Puan Sri Datin Leong Li Nar, both are major shareholders of DutaLand Berhad. He is also a brother to Dato’ Sri Yap Wee Keat.

Except for certain recurrent related party transactions of a revenue or trading nature which are necessary for the day-to-day operations of DutaLand Berhad and its subsidiaries for which Mr Yap is deemed to be interested, there are no other business arrangements with DutaLand Berhad in which he has personal interests. Mr Yap has no conviction for any offences, other than traffic offences (if any), within the past five years and he was not imposed with any public sanction or penalty by relevant regulatory bodies during the financial year under review.

Mr Yap attended all the five Board Meetings of DutaLand Berhad held during the financial year ended 30 June 2017. He is also a key senior management of DutaLand Berhad Group.

YBHG DATO’ SRI YAP WEE KEATNON-INDEPENDENT DIRECTORAged 49, Male, Malaysian

Dato’ Sri Yap Wee Keat was appointed to the Board on 25 March 1992 and was instrumental in the property development activities of DutaLand Berhad Group. He is also currently an Executive Director of Olympia Industries Berhad and has been responsible for the business operations of Olympia Industries Berhad Group. He spearheads the Kenny Heights Project, a development project embarked by DutaLand Berhad through the consortium formed with Olympia Industries Berhad.

Dato’ Sri Yap obtained his LLB (Honours) degree from The London School of Economics and Political Science, United Kingdom in 1989. With the DutaLand Berhad Group’s investment in Automobili Lamborghini, he was appointed the Deputy Chairman of Automobili Lamborghini from 1994 to 1998.

Dato’ Sri Yap is also one of the founding trustees for the Force of Nature Aid Foundation, a Malaysian Tsunami Aid Foundation, which was established in 2005, where he sat on the Board of Trustees. He also serves on the Boards of several other private companies within DutaLand Berhad Group and Olympia Industries Berhad Group.

Dato’ Sri Yap is the eldest son of Tan Sri Dato’ Yap Yong Seong, the Group Managing Director of DutaLand Berhad, and Puan Sri Datin Leong Li Nar, both are major shareholders of DutaLand Berhad. He is also a brother to Mr Yap Wee Chun.

Except for certain recurrent related party transactions of a revenue or trading nature which are necessary for the day-to-day operations of DutaLand Berhad and its subsidiaries for which Dato’ Sri Yap is deemed to be interested, there are no other business arrangements with DutaLand Berhad in which he has personal interests. Dato’ Sri Yap has no conviction for any offences, other than traffic offences (if any), within the past five years and he was not imposed with any public sanction or penalty by relevant regulatory bodies during the financial year under review.

Dato’ Sri Yap attended all the five Board Meetings of DutaLand Berhad held during the financial year ended 30 June 2017.



MR CHEONG WONG SANGSENIOR INDEPENDENT DIRECTORAged 60, Male, Malaysian

Mr Cheong Wong Sang was appointed to the Board of DutaLand Berhad on 28 December 2001 and as a member of the Audit Committee, Nomination Committee and Remuneration Committee of DutaLand Berhad. On 28 January 2015, he was redesignated as Senior Independent Director, the Chairman of the Nomination Committee and the Remuneration Committee respectively.

Mr Cheong is a Certified Public Accountant (CPA) and a Certified Management Accountant (CMA) by profession. He has varied and extensive hands-on specialised business experiences, both in Malaysia and overseas. He started his early articleship training with an international accounting firm and simultaneously graduated as a Chartered Management Accountant. He specialises in turn-around situations, portfolio management, divestment exercise, mergers & acquisitions and high level negotiations involving privatisation of national projects. Prior to that, he worked and participated in senior executive positions including as director and adviser to the Board of various business entrepreneurial organisations including public listed entities in the Asia-Pacific region.

Mr Cheong has no family relationship with any Director and/or major shareholder of DutaLand Berhad and has no conflict of interest with DutaLand Berhad. Mr Cheong has no conviction for any offences, other than traffic offences (if any), within the past five years and he was not imposed with any public sanction or penalty by relevant regulatory bodies during the financial year under review.

Mr Cheong attended all the five Board Meetings of DutaLand Berhad held during the financial year ended 30 June 2017.

YBHG DATO’ HAZLI BIN IBRAHIMINDEPENDENT DIRECTORAged 54, Male, Malaysian

Dato’ Hazli bin Ibrahim was appointed to the Board of DutaLand Berhad on 2 January 2008 and as a member of the Audit Committee and the Nomination Committee of DutaLand Berhad. On 28 January 2015, he was redesignated as the Chairman of the Audit Committee and appointed as a member of the Remuneration Committee.

Dato’ Hazli graduated with a Bachelor of Finance with Accounting from the University of East London in 1986 and is a fellow member of the Association of Chartered Certified Accountants (ACCA). He obtained his Master of Business Administration (MBA) from Cass Business School in London in 1993.

Dato’ Hazli started his career with several chartered accountants firms in London. Upon his return to Malaysia in August 1994, he joined Aseambankers Malaysia Berhad, the investment banking arm of Maybank Berhad as Manager in the Corporate Finance Division. Subsequently in November 1996, he moved to Amanah Merchant Bank Berhad (now known as Alliance Investment Bank Berhad) as Assistant General Manager. He left Amanah Group in September 1998 to join Pengurusan Danaharta Nasional Berhad (“Danaharta”), a national asset management company of Malaysia, as the Head of Corporate Planning, Corporate Services Division.

Dato’ Hazli left Danaharta in October 2002 to set up Haziq Capital Sdn Bhd, a consultancy firm specializing in corporate finance, where he is currently the Managing Director. His key areas of expertise include taking companies for listing on Bursa Malaysia Securities Berhad, corporate and debt restructuring and fund raising exercises. He is currently an Independent Non-Executive Director of Mentiga Corporation Berhad and Lebtech Berhad, both are listed on Bursa Malaysia Securities Berhad. He is also a Director of several private companies.

Dato’ Hazli has no family relationship with any Director and/or major shareholder of DutaLand Berhad and has no conflict of interest with DutaLand Berhad. Dato’ Hazli has no conviction for any offences, other than traffic offences (if any), within the past five years and he was not imposed with any public sanction or penalty by relevant regulatory bodies during the financial year under review.

Dato’ Hazli attended all the five Board Meetings of DutaLand Berhad held during the financial year ended 30 June 2017.



YBHG DATO’ ABDUL MAJIT BIN AHMAD KHANINDEPENDENT DIRECTORAged 71, Male, Malaysian

Dato’ Abdul Majit bin Ahmad Khan was appointed to the Board of DutaLand Berhad on 28 January 2015 and as a member of the Audit Committee and the Nomination Committee of DutaLand Berhad.

Dato’ Abdul Majit holds a Bachelor of Economics (Honours) from University of Malaya. He served with the government for thirty-four years and held various positions in the Prime Minister’s Department and the Ministry of Foreign Affairs of Malaysia. These positions provided him with wide exposures in various countries that he served at, such as Laos, Vietnam, United States of America (USA), Nigeria, Ghana, Côte d’Ivoire, Sierra Leone, Cameroon, the Democratic People’s Republic of Korea and the People’s Republic of China.

In his capacity as the Under Secretary of West Asia and Organisation of Islamic Cooperation (“OIC”), Dato’ Abdul Majit participated in several Prime Ministerial and Ministerial visits to West Asian Countries and OIC Meetings. He was the Director General of the Association of Southeast Asian Nations (“ASEAN”) Division of the Ministry of Foreign Affairs from 1996 until 1998. As Director General of the ASEAN Division, he actively participated in the organisation of the 30th ASEAN Ministerial Meeting held in Kuala Lumpur as well as the ASEAN Heads of Summit and the 10+3 Summit Meetings in Malaysia.

In 1998, Dato’ Abdul Majit was appointed as Ambassador of Malaysia to the People’s Republic of China, a post he held for seven years until his retirement on 2 January 2005. Presently, Dato’ Abdul Majit is a Director of Zecon Berhad, OSK Holdings Berhad and ML Global Berhad, all of which are listed on Bursa Malaysia Securities Berhad. He is also a Director of Hong Leong Asset Management Berhad and Hong Leong Islamic Bank Berhad.

Dato’ Abdul Majit has no family relationship with any Director and/or major shareholder of DutaLand Berhad and has no conflict of interest with DutaLand Berhad. Dato’ Abdul Majit has no conviction for any offences, other than traffic offences (if any), within the past five years and he was not imposed with any public sanction or penalty by relevant regulatory bodies during the financial year under review.

Dato’ Abdul Majit attended three out of the five Board Meetings of DutaLand Berhad held during the financial year ended 30 June 2017.


Profile of Key Senior Management of the Group

MR WONG CHIANG YING, GENERAL MANAGER, GROUP FINANCEAged 53, Male, Malaysian

Mr Wong Chiang Ying was appointed as the General Manager, Group Finance of DutaLand Berhad on 1 January 2007. He holds a Bachelor Degree in Accounting and is also qualified as a Certified Public Accountant (CPA). He is a Chartered Accountant registered with the Malaysian Institute of Accountants (MIA). He began his career as an auditor with PriceWaterhouse in 1989. He has subsequently worked as internal audit manager, and as accountant in other public listed companies prior to the appointment of the current position.

Mr Wong does not hold directorship in any public companies, has no family relationship with any Director and/or major shareholder of DutaLand Berhad and has no conflict of interest with DutaLand Berhad. He has no conviction for any offences, other than traffic offences (if any), within the past five years and he was not imposed with any public sanction or penalty by relevant regulatory bodies during the financial year under review.

MR SEAH CHEE BENG, GENERAL MANAGER, PROJECTAged 59, Male, Malaysian

Mr Seah Chee Beng was appointed as a General Manager of DutaLand Group since May 2007. Mr Seah, is a qualified Chartered Quantity Surveyor (QS) and a member of the Institute of Quantity Surveyors (AIQS) in Australia with more than thirty years of experience in property development. He has headed the Project Department since 2007. In this capacity, he has overseen the project activities of the Group and has over the years supported various initiatives and projects.

Mr Seah does not hold directorship in any public companies, has no family relationship with any Director and/or major shareholder of DutaLand Berhad and has no conflict of interest with DutaLand Berhad. He has no conviction for any offences, other than traffic offences (if any), within the past five years and he was not imposed with any public sanction or penalty by relevant regulatory bodies during the financial year under review.

MR CHO KAH HING, GENERAL MANAGER, SALES & MARKETINGAged 51, Male, Malaysian

Mr Cho Kah Hing was appointed as the General Manager of the Project and Sales & Marketing Division of DutaLand Group since January 2011. Mr Cho Kah Hing graduated from Southern Illinois University, USA with a Bachelor of Science Degree in Finance in 1989. Prior to joining DutaLand Group, he was attached to MBF Property Services Sdn Bhd for two years in the Marketing Department. In June 1992, he joined Olympia Land Berhad (subsidiary of DutaLand Berhad) as Senior Executive in the Sales & Marketing Department and was later promoted to Assistant Manager in 1995 and Manager to head the Sales & Marketing Department in 1996. Thereon he was promoted to Senior Manager in 1997. In 2007, Mr Cho Kah Hing was promoted to the position of Assistant General Manager, heading the Sales & Marketing team. He was later promoted in January 2011 to the position of General Manager to head the Project and the Sales & Marketing Divisions. In this capacity, he has overseen the Project and Sales & Marketing activities of the Group and has, over the years, supported various corporate initiatives and projects.

Mr Cho does not hold directorship in any public companies, has no family relationship with any Director and/or major shareholder of DutaLand Berhad and has no conflict of interest with DutaLand Berhad. He has no conviction for any offences, other than traffic offences (if any), within the past five years and he was not imposed with any public sanction or penalty by relevant regulatory bodies during the financial year under review.

MR KONG ING KEAK, PLANTATION CONTROLLERAged 54, Male, Malaysian

Mr Kong Ing Keak was appointed as the Plantation Controller of DutaLand Group since 1 February 2010. Mr Kong Ing Keak graduated from the Universiti Putra Malaysia (UPM) with a Master of Science degree in Plantation Management. He is an ex-member of The Incorporated Society of Planters with twenty-eight years of experience in the planting industry. He worked for Rimbunan Sawit before joining BLD Plantation as manager, both in Sarawak. He subsequently joined IOI Corporation Berhad at its estate in Sabah for seven years. Mr Kong joined the DutaLand Group in 2010 as the Plantation Controller. In this capacity, he has overseen the oil palm plantation operations of the Group.

Mr Kong does not hold directorship in any public companies, has no family relationship with any Director and/or major shareholder of DutaLand Berhad and has no conflict of interest with DutaLand Berhad. He has no conviction for any offences, other than traffic offences (if any), within the past five years and he was not imposed with any public sanction or penalty by relevant regulatory bodies during the financial year under review.


Corporate Governance Statement

At DutaLand Berhad (“DutaLand” or “Company”), the Board of Directors (“Board”) and management acknowledge that the upholding of high standards of governance throughout DutaLand and its subsidiaries (“Group”) is essential to safeguard the interest of stakeholders, enhance shareholder value as well as strengthen corporate accountability and sustainability.

In developing the system of corporate governance practices of the Group, the Board is guided by Bursa Malaysia Securities Berhad’s (“Bursa Malaysia”) Main Market Listing Requirements (“Listing Requirements”) and the Malaysian Code on Corporate Governance, as amended or modified from time to time, where applicable or relevant to the Group and its businesses and operating environment.

The Board is pleased to report to the shareholders of the Company on the corporate governance practices of the Group during the financial year ended 30 June 2017 in accordance with the Listing Requirements and the then Malaysian Code on Corporate Governance 2012 (“MCCG”). Except where specifically identified in this Statement, the Group has considered and adhered substantially to the recommendations and best practices as guided.

THE BOARD

• BoardCharter

The roles and responsibilities of the Board and the key matters reserved for the Board, amongst others, are formalised in the Board Charter, adopted by the Board on 29 August 2012. The Board Charter will be reviewed and updated as necessary from time to time to reflect the needs of the Group and latest requirements or new regulations.

The Board Charter is available on the Company’s website at www.dutaland.com.my, detailing therein the following:

(i) Board composition;(ii) Board’s role;(iii) The role of the Board Chairman and the Group Managing Director;(iv) Board Committees;(v) Board meetings;(vi) Directors’ remuneration;(vii) Board’s evaluation;(viii) Directors’ training;(ix) Risks management; and(x) Share dealings by Board members.

• DutiesandResponsibilitiesoftheBoard

The Board has the overall responsibility for the Group’s corporate policies and strategic planning and direction in discharging its fiduciary and leadership functions whilst overseeing the Company’s business conduct and ethics, corporate governance, investor relations, risks management and internal controls.

In carrying out its responsibilities, the Board has established dedicated Board Committees and functions, and conducted respective performance reviews. The Board ensures the senior management is of sufficient caliber to implement Board’s strategies and corporate objectives, promote sustainability and safeguard the interest of the stakeholders of the Group.

• Directors’CodeofConduct

The Board commits towards establishing a corporate culture to nurture a high standard of ethical conduct throughout the Group and to engender ethical corporate environment in the country.

The Code of Conduct of DutaLand Directors, adopted by the Board on 29 August 2012, is guided by the similar framework issued by the Companies Commission of Malaysia. It covers implementation of internal systems and processes for matters regarding compliance with statutory and listing obligations by the Company. The Code of Conduct of DutaLand Directors is available on the Company’s website at www.dutaland.com.my.


Corporate Governance Statement (continued)

• BoardComposition

The Board composition and size are assessed by the Board through the Nomination Committee. All members of the Board have extensive professional background as stated in the respective Profile of Directors of this Annual Report. There was no change in the Board’s composition during the financial year under review. The Independent Directors make up more than one-third of the Board membership.

As of the date of this Statement, the Board of DutaLand consists of 7 Board members, comprising the Group Managing Director, an Executive Director, a Non-Independent Non-Executive Director and a strong presence of 4 Independent Directors. Mr Cheong Wong Sang, the Senior Independent Director, acts as the point of contact for shareholders and other stakeholders.

• BoardMixandBalance

The Board has the right mix of skills, experience and knowledge with a broad background in business, finance and public service. Such balanced Board provides leadership to the Group and effective oversight of matters relating to the Group’s strategy, business performance and prospects, being the Board’s ultimate responsibility.

The Board comprises a majority of Independent Directors who bring independent and objective judgment to the Board, mitigating the risk of conflict of interests and preventing undue influence by interested parties. The Board is satisfied that the balanced Board of the Company ensures the interest of all stakeholders is adequately protected.

• BoardDiversity

The Board acknowledges the importance of the Board diversity, including gender, ethnicity, background, professional experience and age, and strives for an effective and balanced Board.

The Board takes cognizance that gender is not the only a factor to consider when determining the suitability of a Board candidate. The Board does not have a policy on Boardroom gender diversity as the Board believes in providing equal opportunities to all genders based on merit and selecting the best candidate to attain the Company’s strategic objectives and goals. The Board’s consideration of a candidate’s identity diversity will have to coincide with a determination that the individual possesses skills and experiences desirable by the Board and required by the Company.

• BoardChairmanandGroupManagingDirector

There is a clear separation of responsibilities and roles between the Chairman and the Group Managing Director, both functionally independent. The respective responsibilities and roles of the Chairman and the Group Managing Director is clearly established and agreed by the Board. The Board Chairman and the Group Managing Director are not related to each other. No individual has powers that span the two roles, which ensures a balance of power and authority in enhancing a greater capacity of the Board for independent decision-making and maintaining trust.

BoardChairman

Y.A.M. Tengku Datuk Seri Ahmad Shah Ibni Almarhum Sultan Salahuddin Abdul Aziz Shah, the Chairman of the Board, is responsible for managing the effective conduct of the Board and Board functions including the following:

• Responsible for the leadership of the Board and ensure its effectiveness as well as Board governance;

• Responsible for the orderly conduct of meetings and ensure adequate time is available for discussion of all agenda items and facilitate matters between Board and investors;

• Promote a culture of openness and encourage Board’s deliberation facilitating effective contribution of Independent Directors and Non-Executive Director; and

• Ensure that the Directors receive accurate, timely and clear information.


GroupManagingDirector

Tan Sri Dato’ Yap Yong Seong, the Group Managing Director, together with the management of the Company, is responsible to ensure the strategies, policies and matters approved by the Board are effectively implemented including, amongst others, the following:

• Manage the day-to-day business operations of the Group;

• Ensure that the appropriate standards of corporate governance permeate through the organisation;

• Recommend key strategies and implement such strategies agreed by the Board;

• Act as the official spokeperson of the Group; and

• Take a leading role in the relationship with all external agencies in promoting the Group.

• IndependenceofDirectors

The MCCG recommends that the length of tenure is a factor to consider when determining the independence, and in event an Independent Director continues to serve on the Board upon completion of the 9 years, he/she is subject to be re-designated as Non-Independent Director. The MCCG also recommends that the Board must justify and seek shareholders’ approval in event it wishes to retain such Independent Director concerned without being re-designated he/she as Non-Independent Director.

The Board is mindful of the recommendation of MCCG on limiting the tenure of Independent Director to a consecutive service of 9 years or a cumulative service of 9 years with intervals. The Board does not set any term limit for Directors as the Board is of the opinion that the independence of a Director cannot be determined on the basis of his tenure of service. The Board acknowledges the significant advantages gained from the long-serving Directors who possess valuable insights and knowledge of the Company’s business affairs and operations.

In this respect, the Board, taking into account the assessment conducted by the Nomination Committee, reviews the independence of all Independent Directors annually. Further, an annual confirmation of independence is obtained from the respective Independent Directors confirming that they will continue to maintain their status of independence pursuant to the Listing Requirements.

For the financial year under review, the Nomination Committee and the Board, after evaluating the annual assessment and considering the annual confirmation by the Independent Directors, acknowledged that Tengku Datuk Seri Ahmad Shah Ibni Almarhum Sultan Salahuddin Abdul Aziz Shah, Dato’ Hazli bin Ibrahim, Dato’ Abdul Majit bin Ahmad Khan and Mr Cheong Wong Sang, the Independent Directors of the Company, have maintained the status of independence as defined in the Listing Requirements. The Board is satisfied that all these Independent Directors remain independent of management, and objective in expressing their views and in participating in deliberations and decision making of the Board and Board Committees.

Amongst others, Dato’ Hazli bin Ibrahim and Mr Cheong Wong Sang have served in the capacity of Independent Directors for more than 9 years. Dato’ Hazli bin Ibrahim was appointed to the Board of the Company on 2 January 2008 as an Independent Director, he is the Chairman of Audit Committee and a member of the Nomination Committee and the Remuneration Committee respectively. Mr Cheong Wong Sang was appointed to the Board of the Company on 28 December 2001 as an Independent Director (was re-designed as Senior Independent Director on 28 January 2015), he is also the Chairman of Nomination Committee and Remuneration Committee respectively and a member of the Audit Committee.


Tenure No.of Independent Director

Above 9 years 2

Below 9 years 2

The tenure of the Independent Directors who have served the Company in that capacity is as follows:


The Board supports and concurs with the Nomination Committee, vide the annual assessment, that Dato’ Hazli and Mr Cheong fulfil and will continue to fulfil the criteria of Independent Directors pursuant to the Listing Requirements as well as continue bringing objective judgment to the Board and Board Committees and contributing positively to their deliberations.

Pursuant to Recommendation 3.3 of MCCG, a shareholders’ approval is sought at the Annual General Meeting (“AGM”) of the Company to be held on 2 November 2017 (“50th AGM”) for Dato’ Hazli bin Ibrahim and Mr Cheong Wong Sang to continue to act as an Independent Director of the Company. In line with MCCG, the Board recommends to the shareholders for approval to be procured at the 50th AGM for Dato’ Hazlibin Ibrahim and Mr Cheong Wong Sang to continue serving as Independent Directors without re-designation.

• BoardEvaluation

The Nomination Committee is responsible to conduct and evaluate annual assessments on the Board, Board Committees and individual Directors’ performance and independence. The annual assessment is structured to ensure a balanced and objective review by all Directors in key areas in accomplishing their goals and discharging their responsibilities. It provides insights into the functioning of the Board and Board Committees and identifies areas that might need strengthening and development.

The criteria used in the assessment are guided by the Corporate Governance Guide, issued by Bursa Malaysia, and customised to meet the expectations of the Board and the Company. The specific criteria used covers the Board composition and structure, principal responsibilities of the Board, Board process, Board governance, risk management, compliance, succession planning, performance and independence of Directors. Where appropriate, the Nomination Committee will review the assessment criteria. The Nomination Committee evaluates the respective assessments duly inputted by the Directors. The results of the assessments will be presented by the Nomination Committee to the Board for its endorsement and formally documented.

For the financial year under review, the Nomination Committee, having reviewed the findings of the annual assessments, concluded that the Board and Board Committees have performed well with the individual’s creditability to add value to the Board and Board Committees and exercise objective judgment in the decision-making process. Each Director dedicates sufficient time and attention to the affairs of the Group. The Nomination Committee is of the view that all Independent Directors have demonstrated independence in their character and judgment as Board members and their designated roles in the Board Committees whilst their experience and in-depth knowledge of the Group’s businesses continue providing invaluable contribution to the Board and Board Committees.

Following the Nomination Committee’s evaluation of the annual assessments and recommendations, the Board is satisfied and endorsed that the Board as a whole and the Board Committees had performed well during the financial year under review. The Board concurred that its members encompass the necessary skills, experiences, competence and qualities to contribute to the overall effectiveness of the Board and Board Committees as well as to add value to the Company as each Director has performed effectively and demonstrated commitment to their respective roles, including commitment of time, in the Board and/or Board Committees.

The Board supported the Nomination Committee that the suitability and ability of an Independent Director to serve effectively is a function of the Independent Director’s conduct, judgment, caliber and integrity in discharging his responsibilities in the best interest of the Company and various stakeholders, regardless the length of tenure as an Independent Director.

The Board expects all Independent Directors will continue providing a check and balance to the Board and Board Committees in discharging their duties, notwithstanding that they might have served the Board as Independent Directors for more than 9 years. The Board then concurred with the Nomination Committee’s recommendation and deemed it appropriate that all Independent Directors of the Company shall continue to act as Independent Directors, without re-designation.



• AppointmentofDirectors

The Nomination Committee is responsible for the nomination and election process for the appointment of new Board members. The Board, reviews the Nomination Committee’s recommendation and evaluates the suitability of nominated candidates.

The Board sets out the expectations on character, experience, integrity, competence, time commitment and boardroom diversity for the existing Board members and protocols when assessing new directorships.

Following the appointment, the new Director will be briefed via an orientation or familiarisation programme to generate better understanding on the Group’s businesses, operations and management level.

• Re-appointmentandRe-electionofDirectors

The Board Charter does not specify any term of limitation on the tenure of a Director. The Board has established the process to assess the performance of individual Directors and the independence of Independent Directors, which is conducted annually by the Nomination Committee.

The Board reckons that it is not necessary to rigidly identify a maximum term of office of Directors as the Board of the Company is conducive to having a strong cohesive Board, skills balanced. Moreover, invaluable experience and leadership are being brought through the long service of various Directors, maintaining trust and support amongst Directors. The Board does not prescribe any age limit for the Board members either as the Board believes that the capacity and enthusiasm of a Director is not subject to his/her age.

As a policy, retiring Directors who are seeking re-election or re-appointment and Independent Directors who have served the Company for 9 years to continue serving the Company in the same capacity, are subject to the Nomination Committee’s assessment and recommendation as well as the Board’s concurrence and justification for the shareholders’ approval, in the best interest of the Company.

Pursuant to the Listing Requirements and the Company’s Articles of Association, all Directors of the Company shall retire from office at least once every three years, one third of the Directors will retire by rotation at the 50th AGM. In this regard, Dato’ Sri Yap Wee Keat and Mr Cheong Wong Sang shall retire and be eligible for re-election to the Board subject to the shareholders’ approval to be procured at the 50th AGM.

Pursuant to Section 129(6) of the then Companies Act 1965, Tan Sri Dato’ Yap Yong Seong and Dato’ Abdul Majit bin Ahmad Khan who have attained the age of 70 years were required to retire at every AGM and were re-appointed at the 49th AGM held in 2016 to hold office until the 50th AGM. In this respect, Tan Sri Dato’ Yap Yong Seong and Dato’ Abdul Majit bin Ahmad Khan shall be re-appointed at the 50th AGM and authorised to continue in office as Directors of the Company.

The Nomination Committee had at its meeting held in 2017 assessed all Directors of the Company and, having satisfied itself with the assessment results in terms of independence of Independent Directors and individual Directors’ contribution and performance, including attendance at meetings, preparedness, participation and integrity, and recommended that Tan Sri Dato’ Yap Yong Seong and Dato’ Abdul Majit bin Ahmad Khan be nominated for re-appointment; Dato’ Sri Yap Wee Keat and Mr Cheong Wong Sang be nominated for re-election; and Dato’ Hazli bin Ibrahim and Mr Cheong Wong Sang to continue in office as Independent Directors of the Company without re-designation as Non-Independent Directors.

The Board (where the interested Directors have abstained in deliberating and voting on the resolution concerning his own re-election/re-appointment/continuing in office), having regard to the respective Directors’ assessments conducted, has endorsed the Nomination Committee’s recommendation and deemed it appropriate for shareholders to re-elect or re-appoint the retiring Directors aforesaid and to authorise the abovementioned Independent Directors to continue in office in that capacity in view of their knowledge, experience and competency which will benefit to the Board and the Group’s continued sustainability and growth.



To assist shareholders in their decision, the write-up of the retiring Directors being eligible to offer themselves for re-election or re-appointment and of the Independent Directors seeking continuation in office at the 50th AGM, is set out in the Profile of Directors included in this Annual Report.

• Directors’Remuneration

The remuneration of Board members is set to attract and retain highly qualified individuals to serve on the Board on the basis of the Group’s remuneration policy and procedures.

The Remuneration Committee conducted the evaluation of Directors’ remuneration once a year or as and when required, whereby recommendations were submitted and approved by the Board. The relevant Directors should not participate in decisions regarding their own remuneration.

The remuneration of Independent Directors of the Company, all of whom are Non-Executive Directors, reflects their respective experience and expertise as well as the time and effort required in fulfilling their responsibilities to the Board and Board Committees. Each Independent Non-Executive Director will receive:

• Directors’ fees payable annually as recommended by the Board and subject to the shareholders’ approval; and

• Meetingallowancepayable for the Directors’ attendance at the Board and Audit Committee meetings and general meeting(s) of the Company is subject to the shareholders’ approval.

The Executive Directors are not paid any Director’s fee. Executive Board’s remuneration is structured on the basis of linking rewards to the corporate and individual performance, commensurates with the responsibility and contribution to the Group in line with the market standard.

Pursuant to the relevant directive or guideline issued by the Companies Commission of Malaysia with regard to Section 230 of the Companies Act 2016, Directors’ benefits that require shareholders’ approval are benefits which arise from the appointment to the office of a Director, however, shareholders’ approval is not required for a salaried Executive Director’s entitlement which is given due to his office as executive or management position. The respective remuneration package of the Group Managing Director and the Executive Director, as reviewed and recommended by the Remuneration Committee as well as approved by the Board, including the benefits, benefits-in-kind and allowance are given by virtue of their executive and/or management position in the Company.

The aggregate remuneration (categorised into appropriate components) of the Directors of the Company for the financial year ended 30 June 2017 is as set out below:

Allowances/ Statutory Bonus/ Benefits-in- Salaries Fees Contributions Commission kind TotalDirectors (RM’000) (RM’000) (RM’000) (RM’000) (RM’000) (RM’000)

Executive 1,636 - 570 121 190 2,517

Non-Executive - 192 12 - - 204



The following table sets out the number of Directors whose remuneration categorised under separate bands of RM50,000, during the financial year ended 30 June 2017:

Numberof NumberofRangeofRemuneration ExecutiveDirectors Non-ExecutiveDirectors

RM50,000 and below - 3

RM50,001 to RM100,000 - 2

RM1,050,001 to RM1,100,000 1 -

RM1,400,001 to RM1,450,000 1 -

• BoardMeetingsandSupplyofInformation

The Board meets at least 4 times a year at quarterly intervals. Additional Board meetings may be called as and when significant issues arise requiring Board’s decisions. On top of the Board meeting, any approvals on matters requiring the sanction of the Board, from time to time, are sought by way of Directors’ circular resolutions to be signed by all Directors.

During the financial year under review, 5 Board meetings were held. The attendance of each Director thereat is set out in the table below for which the Board is satisfied with the participation and commitment of each Director:

NumberofBoardDirectors Designation meetingsattended

Tengku Datuk Seri Ahmad Shah Ibni Almarhum Chairman 5/5Sultan Salahuddin Abdul Aziz Shah

Tan Sri Dato’ Yap Yong Seong Group Managing Director 5/5

Mr Yap Wee Chun Executive Director 5/5

Dato’ Sri Yap Wee Keat Non-Independent Director 5/5

Mr Cheong Wong Sang Senior Independent Director 5/5

Dato’ Hazli bin Ibrahim Independent Director 5/5

Dato’ Abdul Majit bin Ahmad Khan Independent Director 3/5

All meeting materials are circulated to members of the Board and Board Committees prior to the meetings including matters specifically reserved for the Board’s decision such as quarterly interim financial results. Documents on confidential issues which are price-sensitive may be handed out during the Board meeting.

Directors, in discharging their obligations, are expected to prepare for, attend, and contribute in all Board and Board Committee meetings as well as participate in Board’s deliberations. The Chairman of the Board ensures that all Board members are given ample opportunity to express their views and opinions during the meeting. When a Director is unable to attend a meeting scheduled, he may contribute his views on matters to be discussed and brief the Chairman prior to the meeting or vide tele-conferencing.



The Board’s deliberations of the issues discussed and conclusions reached are duly recorded in the minutes of meetings which will be circulated to Board members and subsequently confirmed by the Chairman in the next meeting. The Board Committee’s Chairman informs the Directors at Board meetings of any salient matters raised at the respective Board Committee meetings which require the Board’s notice or direction. Members of the Board or Board Committees should disclose conflict of interests, if any, which may arise from a transaction or matter tabled at the meetings.

Management Executive Committee meetings of the Company have been held regularly, particularly prior to Board meeting, presented thereat the details regarding business units, ground operations, strategies and performances for management discussion. It is attended by the Executive Directors of the Company and senior management personnel to review and monitor the performance of the Group’s business units in meeting the financial and business targets. Specific matters reserved for the full Board’s decision include corporate strategies, acquisitions and merger, acquisition or disposals of assets and any investment decisions which might affect the Group’s business direction and policies.

There are no restrictions for Directors to obtain independent professional advice at the Company’s expense in furtherance of their duties. The Board has access to the information, which allows it to oversee the Company’s business affairs and performance, and advices from senior management and the Company Secretaries.

Senior management personnel attended the Board and/or Board Committee meetings to present reports on matters relating to their areas of responsibility and to provide insights into reports or recommendations submitted to the Board. Presentations and briefings by external consultants or legal advisors have been arranged, where necessary, to provide further information and advice to members of the Board or Board Committees.

The Company Secretaries are qualified Chartered Secretaries and support the Board in carrying out its roles and responsibilities. The Company Secretaries also ensure the Company’s compliance with statutory and listing obligations.

• DealingsinSharesoftheCompany

The Board is regularly updated and kept informed by the Company Secretaries and the management of the requirements such as restrictions in dealing with the securities of the Company and updates issued by the various regulatory authorities including the latest developments in legislations and regulatory framework affecting the Group.

• Directors’Training

All Directors attended the Directors’ Mandatory Accreditation Programme and are aware of the continuing education programme requirement pursuant to the Listing Requirements. The Board evaluates the training needs of Directors on a continuous basis and ensures its members have access to appropriate continuing education programmes with the assistance of the Company Secretaries.

The Directors devote sufficient time to regularly enhance their skills and update their knowledge on the development of the market and the Group’s businesses which are relevant and useful in contributing to effective discharge of their duties as Directors. The Board also keeps abreast of the requirements and updates issued by Bursa Malaysia and other regulatory authorities.

All Directors had attended and participated in numerous training programmes during the financial year under review as set out in the table below. The Board is of the view that these programmes attended by Directors as appropriate and sufficient to provide the knowledge and skills required in carrying out the duties of Directors.



Directors Topicoftrainingprogrammes

Tengku Datuk Seri Ahmad Shah Ibni • Enterprise Risk Management : Driving OrganisationalAlmarhum Sultan Salahuddin Sustainability, Agility and ResilienceAbdul Aziz Shah • Briefing on Enhanced Auditors’ Report

Tan Sri Dato’ Yap Yong Seong • Risk Oversight and Compliance : Action Plan for Board of Directors (Module 3) • Briefing on Enhanced Auditors’ Report Mr Yap Wee Chun • Risk Oversight and Compliance : Action Plan for Board of Directors (Module 3) • Briefing on Enhanced Auditors’ Report

Dato’ Sri Yap Wee Keat • Water Leaders Submit 2016 • Capital Market Director Programme for Equities and Futures Broking (Modules 1, 2A, 3 & 4) • Briefing on Enhanced Auditors’ Report Mr Cheong Wong Sang • Independent Directors Programme : The Essence of Independence • Launch of the AGM Guide & CG Breakfast Series : How to Leverage on AGMs for Better Engagement with Shareholders • Business as a Force for Good : The Role of the Private Sector in Achieving the Sustainable Development Goals • Briefing on Enhanced Auditors’ Report

Dato’ Hazli bin Ibrahim • Sustainability Forum for Directors/CEOs : The Velocity of Global Change & Sustainability – The New Business Model • Briefing on Enhanced Auditors’ Report

Dato’ Abdul Majit bin Ahmad Khan • Highlights of the Companies Act 2016 : Changes & Implications • Briefing on Enhanced Auditors’ Report

BOARDCOMMITTEES

To assist the Board in discharging its responsibilities effectively and efficiently, the Board has delegated specific responsibilities to the Board Committees including the Audit Committee, the Nomination Committee and the Remuneration Committee, all of which will operate within the respective terms of reference.

The Board Committees report to the Board on salient matters they have reviewed, considered, deliberated and, if deemed fit, recommend the same for the Board’s notice, direction or approval. The minutes of Board Committee meetings are included in the Board meeting materials so as to keep all Directors updated on activities of the Board Committees.



The composition of the Board Committees of DutaLand is as follows:

Audit Nomination RemunerationDirectors Committee1) Committee2) Committee3)

Tengku Datuk Seri Ahmad Shah Ibni - - -Almarhum Sultan Salahuddin Abdul Aziz Shah Independent Chairman Tan Sri Dato’ Yap Yong Seong - - MemberGroup Managing Director Mr Yap Wee Chun - - -Executive Director Dato’ Sri Yap Wee Keat - - -Non-Independent Director Mr Cheong Wong Sang Member Chairman ChairmanSenior Independent Director Dato’ Hazli bin Ibrahim Chairman Member MemberIndependent Director Dato’ Abdul Majit bin Ahmad Khan Member Member -Independent Director

Notes:1) The Audit Committee is in compliance with Paragraphs 15.09(1)(a) and 15.09(1)(b) of the Listing Requirements (comprising exclusively Independent

Directors).2) The Nomination Committee is in compliance with Paragraph 15.08A(1) of the Listing Requirements (comprising exclusively Independent Directors).3) The Remuneration Committee is adherence to the recommendation of MCCG (comprising majority Non-Executive Directors).

• AuditCommittee

The Audit Committee of the Company was established by the Board mainly to assist the Board to oversee the financial reporting process and ensure the results of the Company’s operations are fairly presented in its financial statements. The Audit Committee engages on a continuous basis with the senior management of the Company and the internal and external auditors. During the year under review, 5 Audit Committee meetings were held.

The summary of duties and responsibilities is outlined in the Audit Committee’s terms of reference approved by the Board. The terms of reference of the Audit Committee are available on the Company’s website at www.dutaland.com.my. Details of the activities and/or work conducted by the Audit Committee during the financial year under review, are set out in the Audit Committee Report included in this Annual Report.

• RemunerationCommittee

The Remuneration Committee was established by the Board on 27 February 2002, comprising majority of Non-Executive Directors of the Company. The Remuneration Committee met once during the financial year under review.

The Remuneration Committee is responsible to review and, if deemed fit, recommend to the Board for endorsement or approval on the policy, procedures, framework and all elements for the remuneration package of the Directors. The Remuneration Committee also recommends, to the Board for approval, the Executive Directors’ remuneration, annual salary increment and bonus, and the Non-Executive Directors’ annual fee and meeting allowance.

In its deliberation, the Remuneration Committee will take into consideration the individual Directors’ responsibilities and performance on the back of industry practices and norms as well as the Group’s long term objectives and performance, in order to attract, retain and motivate the Directors with a fair remuneration package. The Directors concerned shall abstain from deliberations in respect of their respective remuneration package.



• NominationCommittee

The Nomination Committee of the Company was established by the Board on 27 February 2002, comprising exclusively Independent Directors.

The Nomination Committee is mainly responsible to recommend suitable candidates for appointment to the Board and Board Committees as well as the succession planning of the Board; to conduct review on the composition of the Board; to assess the performance of the Board as a whole, Board Committees, individual Directors and Directors who are due for re-election and re-appointment at the AGM; to assess the independence of Independent Directors based on the criteria for independence as defined in the Listing Requirements; and to report its findings and recommendations to the Board for direction or decision.

The detailed duties and responsibilities of the Nomination Committee are set out in its terms of reference approved by the Board which are available on the Company’s website at www.dutaland.com.my.

The Nomination Committee met once during the financial year under review. The activities undertaken by the Nomination Committee in discharging its duties during the financial year under review are set out as below:

(i) Conducted the annual assessment of the Board, Board Committees, individual Directors and the independence of Independent Directors. Criteria used in these assessments are guided by the Bursa Malaysia’s Corporate Governance Guide after taking into consideration the current and future needs of the Company. All assessments carried out by the Nomination Committee have been properly documented.

The Nomination Committee is satisfied with the annual assessment of each individual Director as each of the Board members has the character, experience, integrity, competence and time to effectively discharge the respective roles. The Nomination Committee also concurred that the Board has the right size and the Board composition is well balanced having considered the mix of skills, independence and diversity required to meet the needs of the Company. The Nomination Committee intends to take steps to formulate a policy on Board composition with regard to the said attributes.

Across the Group, the Nomination Committee is also overseeing talent management and succession planning for the senior positions. In conducting the annual assessment on the performance of Directors, the Nomination Committee shall also considered succession planning for principal officers of the Company. The Nomination Committee concurred that the Executive Director, of whom has been with the Group for more than 20 years and is the son of the Group Managing Director, possesses the requisite knowledge, competency and leadership skills to lead the management.

(ii) Conducted assessment of the Directors who are due for retirement at the 50th AGM and made recommendations to the Board for re-election or re-appointment of Directors as appropriate.

(iii) Conducted assessment of Dato’ Hazli bin Ibrahim and Mr Cheong Wong Sang, the relevant Independent Directors who have served the Board in that capacity for a tenure of more than 9 years.

The Nomination Committee, having reviewed and considered the relevant evaluation which indicated a high level of satisfaction with their performance, contribution, independence, objectivity and integrity in serving the Board and the Board Committees, made a recommendation to the Board for Dato’ Hazli bin Ibrahim and Mr Cheong Wong Sang, respectively, to continue holding their office as Independent Directors without any re-designation. Dato’ Hazli bin Ibrahim (Nomination Committee member) and

Mr Cheong Wong Sang (Nomination Committee Chairman) had abstained from the relevant Nomination Committee’s deliberations and decision making pertaining to their respective propositions for continuing in office as Independent Directors.

(iv) Evaluated nominations of Board and Board Committees’ members, as the case may be. Criteria used in the selection process takes into account the current and future needs of the Company. During the financial year under review, there was no appointment of new member to the Board and Board Committees. New nomination, if any, will be recommended to the Board for approval.



INVESTORRELATIONSANDSHAREHOLDERSCOMMUNICATION

• CorporateDisclosure

The Company is committed to ensure provision of appropriate and timely disclosure and transparency of information to shareholders and potential investors for their assessment of the Group’s businesses and prospects. All investors will have equal access to the material information of the Company and no selective disclosure is allowed.

In this respect, the Company has on 29 August 2012 adopted a Corporate Disclosure Policy for the Group, based on the Bursa Malaysia’s Corporate Disclosure Guide, outlining the procedures and practices for disclosures of material information of the Group.

In addition to various announcements made during the year, the timely release of quarterly financial results provides shareholders and the investing public with an overview of the Group’s performance and operations. The Board ensures all disclosures are comprehensive, accurate and on a timely basis as this is critical towards building corporate credibility and investor confidence.

To promote accessibility of information to all market participants, the Company’s corporate website, www.dutaland.com.my, provides an avenue for shareholders and the investing public to obtain the up-to-date information and activities of the Group. Annual reports, quarterly and annual financial results, notices of meetings, circulars to shareholders and other announcements, once released to Bursa Malaysia, are made available on the aforesaid corporate website.

Shareholders and investing public may send their queries or requests of investors related information to the email address: [email protected], to which the Company Secretaries will attend accordingly.

• AnnualReports

The Company’s Annual Reports provide its shareholders with the information on financial performance, business activities, corporate governance, risk management and internal control system, amongst others. Apart from complying with the Listing Requirements and adhering to the MCCG, the Group also strives to enhance the contents of the Annual Report attributable to the development in governance initiatives and practices. The Annual Report will be delivered to all shareholders of the Company, together with the notice of AGM at least 21 days before the AGM day.

• AnnualGeneralMeeting

The AGM is the principal platform for communication and interaction between the Company or the Board and the shareholders of the Company. The Board encourages shareholders’ participation in the proceedings and the question-and-answer session during the AGM. The Chairman of the AGM and the Group Managing Director will attend to the questions and address the issues and concern raised, facilitating shareholders to make an informed decision. External auditors are invited to the AGM to advise their professional and independent view in respect of the statutory audit to shareholders, if required.

Pursuant to the amended Listing Requirements, the Company will ensure that all shareholders’ resolutions put forward by the Company in the forthcoming 50th AGM, to be held on 2 November 2017, will be voted by poll. The votes cast at the general meetings will be verified thereat by an independent scrutineer. In event such scrutineer is interested in any resolutions to be passed at the general meetings, including the 50th AGM, the scrutineer concerned must refrain from acting as the scrutineer for the particular resolution.

When necessary, a press conference will be held immediately after the AGM for permissible disclosures without any undisclosed material information.

• InvestorRelations

The Company may conduct investor relations meetings or dialogue on the performance of the Group. The Group Managing Director is available for such meetings. Any queries or issues regarding the Company and the Group may be conveyed to the Group Managing Director.



ACCOUNTABILITYANDAUDIT

• FinancialReporting

The Board is responsible for ensuring that the financial statements give a true and fair view of the state of the affairs of the Company and the Group.

The Audit Committee reviews the financial statements, including quarterly reports, for compliance with applicable financial reporting standards. The Board approves the quarterly reports and annual financial statements of the Group prior to the timely release to Bursa Malaysia and/or shareholders.

• Directors’ Responsibility Statement in respect of the Audited Financial Statements for thefinancialyearended30June2017

The Directors are responsible to ensure that proper accounting records are kept and disclosed, with reasonable accuracy, the financial position of the Group and of the Company and to ensure that the financial statements are prepared in accordance with Malaysian Financial Reporting Standards (“MFRS”) and International Financial Reporting Standards (“IFRS”), and in compliance with the Companies Act 2016 (“the Act”) and the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. The Directors have general responsibilities for taking such steps which are reasonably available to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities. The Act requires the Directors to prepare financial statements for each financial year which gives a true and fair view of the state of affairs of the Company and of the Group at the end of the financial year and of the results and cash flows of the Company and of the Group for the financial year. In preparing those financial statements, the Directors ensured that:

• the financial statements have complied with MFRS, IFRS and the Act, subject to any material departures being disclosed and explained in the financial statements;

• appropriate accounting policies are used and applied consistently;

• the going concern basis used in preparation of the financial statements are appropriate; and

• where judgements and estimates are made, they are reasonable and prudent.

This Directors’ Responsibility Statement is made in accordance with a resolution of the Board of Directors passed on 20 September 2017.

• RelationshipwiththeAuditors

Through the Audit Committee, the Board maintains a formal and professional relationship with the internal and external auditors.

The Audit Committee reviews and discusses with the external auditors any issues arising from the interim and final audits, audit plans, audit findings and other matters of concern. The Audit Committee members meet with the external auditors at least once a year without the presence of the Executive Director and management.

For the financial year under review, the external auditors confirmed that they are and have been independent throughout the audit engagement.

The Audit Committee had, as supported by the General Manager, Group Finance, conducted an annual assessment of the external auditors on their suitability, independence, objectivity and professionalism. The Audit Committee was satisfied with the external auditors’ technical competency, execution of audit plan, reporting and overall performance, and hence, recommended to the Board on the re-appointment of the external auditors whereupon the Board had endorsed the Audit Committee’s recommendation. The proposed re-appointment is subject to the shareholders’ approval.



• AuditFeesandNon-AuditFees

The audit fees and non-audit fees paid or payable to the external auditors for the financial year ended 30 June 2017 are as follows:

Amountincurred AmountincurredNatureoffees onaGroupbasis(RM) bytheCompany(RM)

Audit fees 253,000 78,000

Non-audit fees 18,000 10,000

In considering the nature and scope of non-audit fees, the Audit Committee was satisfied that they were not likely to create any conflict or impair the independence and objectivity of the external auditors.

The breakdown detailing the audit fees and the non-audit fees is further disclosed in the Notes to the Financial Statements of this Annual Report.

• Riskmanagementandinternalcontrols

The Board maintains a sound risk management framework and internal control system to safeguard the Group’s assets and shareholders’ investment. An overview of the state of risk management and internal controls of the Group is set out in the Statement on Risk Management and Internal Control included in this Annual Report.

CORPORATESOCIALRESPONSIBILITY

The Group concurs that corporate sustainability is a necessary ingredient in creating competitive edge in today’s market. In conducting the Group’s businesses, the Board is cognizant of the impact of its businesses towards the environment, social and governance (“ESG”) aspect.

At DutaLand, being a responsible corporate citizen, we do business in a way to attain corporate sustainability whilst taking into consideration of having a positive impact on the society from the perspective of ESG.

We seek opportunities to participate in various corporate social responsibility (“CSR”) initiatives and make positive contributions as appropriate. The Group will continuously ensure that pertinent activities relating to CSR are considered and supported for the well-being of stakeholders, community, environment and human capital development.

Presently, the Group CSR framework focuses on the following areas in no particular order of priority:

• Environment

The Group is managing its business operations in a manner that it is devoted to comply with all applicable environmental regulations. As part of the effort towards preservation of the environment, the Group will ensure that there are sufficient and appropriate measures taken at all workplaces and construction sites in promoting environmental sustainability and preventing adverse impact on the environment. Wherever possible, all staff are encouraged to reuse and recycle and adopt energy saving measures.

• Marketplace

The Group continues striving to be a responsible corporate citizen, this value is reflected in the corporate culture and in all aspects of our businesses. CSR initiatives have been integrated into business practices based on ethical values and respect for the community, environment, shareholders and other stakeholders.



The Group values the business ties developed with the customers and suppliers, hence, it constantly strives to meet the needs of the customers and suppliers in terms of the quality and pricing of products and services. The Group will continue delivering sustainable value to the society at large, and ensure interest of the public and investors is adequately protected and in compliance with the relevant regulatory requirements.

• Workplace

Our employees are the valuable asset of the Group and the key to competitive edge in the marketplace. It is our policy that the workforce works together as a team united by a shared corporate culture which does not discriminate against any ethnic group, gender, age and minorities.

In recognition of human resources and empowering professionals to grow together with the Group, the emphasis is focused on the following areas which are important in making us a successful team for long term growth:

• Sharing the pioneering spirit and passion of our founder in driving growth.

• Positive support to the management in implementing talent development strategy and human capital development, including trainings and skill-upgrading programmes or workshops for all levels of staff.

• Dedicated to empowering staff to grow professionally and aimed to attract and retain talent.

• Provision of adequate medical and other benefits for the welfare of staff.

• Fair and non-discriminatory employment practices amongst staff.

• Fulfilment of the Company’s obligation in making statutory contributions for staff promptly.

• Whistle-BlowingPolicy

The Whistle-Blowing Policy of the Company was adopted on 29 August 2012 following the introduction of the Whistleblower Protection Act 2010 to enhance the coverage and protection to whistle-blowers. It encompasses reports of suspected and/or known misconduct, wrongdoings, corruption and instances of fraud, waste, and/or abuse involving the Group’s resources. This policy is aimed at encouraging employees’ reporting, in good faith, of matters on suspected and known misconduct, wrongdoings, corruption and instances of fraud, waste or abuse involving the Group’s resources. Reporting employees, if any, will be protected from any reprisal. The Whistle-Blowing Policy is available on the Company’s website at www.dutaland.com.my.

ADDITIONALINFORMATIONPURSUANTTOTHELISTINGREQUIREMENTS

• VariationinResults

There was no significant variation between the results for the financial year under review and unaudited results previously released by the Company. The Company had not released or announced any estimated profit, financial forecast and projection for the financial year ended 30 June 2017.

• Employees’shareoptionscheme(“ESOS”)

The Company does not have any ESOS.

• UtilisationofProceedsRaisedfromCorporateProposals

There were no proceeds raised from the Company’s corporate proposal during the financial year under review.




(1)

(2)

(3)

(4)

Rental of office premises, including parking space, at Menara Olympia from DMRR #

Purchases of air tickets, hotel accommodation and other travel arrangements from OTTS

Provision of financial assistance to DGH to meet its preliminary costs including but not limited to consultants fees, other professional fees and pre-operational costs such as insurance, quit rents, assessments, staff costs, security services, for the upkeep and maintenance relating to the DGH Project

Provision of corporate guarantee to DGH’s contractors and sub-contractors which is necessary to carry out and complete the DGH Project

TransactingcompanieswithwhomtheGrouptransacts(asdefinedhereinunder)

Dairy Maid Resort & Recreation Sdn Bhd (“DMRR”) a)

Olympia Travels & Tours (Singapore) Pte Ltd (“OTTS”) b)

Duta Grand Hotels Sdn Bhd (“DGH”) c)

DGH c)

Interestedrelatedparties(asdefinedhereinunder)

TSDYYS 1)

PSDLLN 2)

DSYWK 3)

YWC 4)

KHD 5)

DESB 6)

TSDYYS 1)

PSDLLN 2)

DSYWK 3)

YWC 4)

KHD 5)

DESB 6)

TSDYYS 1)

PSDLLN 2)

DSYWK 3)

YWC 4)

KHD 5)

DESB 6)

TSDYYS 1)

PSDLLN 2)

DSYWK 3)

YWC 4)

KHD 5)

DESB 6)

Actualamounttransactedduringthe

financialyearended

30June2017(RM’000)

688

981

1,154

Nil

NatureofRRPTs

Notes: # Rental of office premises at Menara Olympia, No. 8, Jalan Raja Chulan, 50200 Kuala Lumpur from DMRR, including parking space and provision

of related/administrative facilities such as maintenance of the premises and properties, as the case may be, for a term of not more than 3 years with rental payable on a monthly basis.

a) DMRR is a wholly-owned subsidiary of Olympia Industries Berhad (“OIB”). Its principal activity is property investment and letting of properties. TSDYYS, PSDLLN, DSYWK and YWC are major shareholders of DutaLand and OIB through shares held by KHD and DESB.

b) OTTS is a wholly-owned subsidiary of Olympia Ventures Sdn Bhd, in turn a wholly-owned subsidiary of OIB. Its principal activity is provision of travel related services. TSDYYS, PSDLLN, DSYWK and YWC are major shareholders of DutaLand and OIB through shares held by KHD and DESB.

c) DGH is a 76% owned subsidiary of DutaLand with the remaining 24% equity interest held by Duta Credit Sdn Bhd (“DCSB”). Its principal activity is property investment. TSDYYS and YWC are directors of DutaLand, DGH and DCSB. TSDYYS and PSDLLN are major shareholders of DutaLand and DCSB. DSYWK and YWC are major shareholders of DutaLand.

1) Tan Sri Dato’ Yap Yong Seong (“TSDYYS”) is the Group Managing Director of DutaLand Group and OIB Group and also a major shareholder of DutaLand and OIB by virtue of his direct and indirect interests held therein. He is the spouse of PSDLLN and the father of DSYWK and YWC.

2) Dato’ Sri Yap Wee Keat (“DSYWK”) is a Director of DutaLand Group and OIB Group and also a major shareholder of DutaLand and OIB by virtue of his direct and indirect interests held therein. He is a son of TSDYYS and PSDLLN, and the brother of YWC.

3) Yap Wee Chun (“YWC”) is a Director of DutaLand Group and also a major shareholder of DutaLand and OIB by virtue of his direct and/or indirect interests held therein. He is a son of TSDYYS and PSDLLN, and the brother of DSYWK.

4) Puan Sri Datin Leong Li Nar (“PSDLLN”) is a major shareholder of DutaLand and OIB by virtue of her indirect interests held therein. She is the spouse of TSDYYS and the mother of DSYWK and YWC.

5) Kenny Height Developments Sdn Bhd (“KHD”) is a major shareholder of DutaLand and OIB, and a Person Connected with TSDYYS and PSDLLN, by virtue of their direct interests held in KHD.

6) Duta Equities Sdn Bhd (“DESB”) is a major shareholder of DutaLand and OIB, and a Person Connected with TSDYYS and PSDLLN by virtue of their direct interests held in DESB.

• RecurrentRelatedPartyTransactionsofaRevenueorTradingNature(“RRPTs”)

At the last AGM of the Company held on 26 October 2016, the Company had obtained approval from shareholders (“Mandate”) to allow the Group to enter into RRPTs as specified in the Circular to Shareholders of the Company dated 4 October 2016.

During the year under review, all RRPTs transacted were conducted at arm’s length and on terms not more favourable to the related parties than those generally available to the public and are not to the detriment to the minority shareholders. None of the actual RRPTs’ transaction value more than the estimated value during the validity period of the Mandate. The Mandate shall expire at the conclusion of 50th AGM.

In accordance with paragraph 3.1.5 of Practice Note 12 of the Listing Requirements, the details of RRPTs conducted during the financial year ended 30 June 2017, pursuant to the Mandate, are set out in the table below:


• MaterialContracts

Save as disclosed below, neither the Company nor its subsidiaries had entered into any material contract which involves interests of Directors and/or major shareholders and is still subsisting at the end of the financial year under review:

(i) A consortium agreement dated 14 February 2003 entered into between KH Estates Sdn Bhd, a wholly-owned subsidiary of DutaLand and Olympia Properties Sdn Bhd, a wholly-owned subsidiary of Olympia Industries Berhad (“OIB”) pertaining to the proposed joint development of the lands situated at Mukim Batu, District of Kuala Lumpur, State of Wilayah Persekutuan, measuring approximately 41.14 acres and 32.3 acres.

Tan Sri Dato’ Yap Yong Seong, Dato’ Sri Yap Wee Keat and Mr Yap Wee Chun are Directors of DutaLand and major shareholders of DutaLand and OIB. Tan Sri Dato’ Yap Yong Seong and Dato’ Sri Yap Wee Keat are also common Directors of DutaLand and OIB.

This Corporate Governance Statement has been approved by the Board of DutaLand on 20 September 2017.



Statement on Risk Management and Internal ControlThis Statement on Risk Management and Internal Control (“Statement”) by the Board of Directors (“Board”) of DutaLand Berhad (“DutaLand”) is made in respect of the financial year ended 30 June 2017 pursuant to Paragraph 15.26(b) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Malaysia”) and guided by the Statement on Risk Management and Internal Control: Guidelines for Directors of Listed Issuers issued by the Taskforce on Internal Control with the support and endorsement of Bursa Malaysia.

BOARD’SRESPONSIBILITIES

The Board of DutaLand acknowledges its overall responsibility in establishing and maintaining a sound risk management and internal control system for the DutaLand Group (“Group”) as well as a sound framework to manage risks. The Board takes cognizance of the importance of reviewing the adequacy and integrity of the risk management and internal control system periodically to safeguard the stakeholders’ interests and the Group’s assets.

The risk management and internal control system of the Group is designed to manage rather than eliminate the risk of failure in achieving the Group’s corporate objectives, and the system may only provide reasonable but not absolute assurance against any material misstatement or loss.

RISKMANAGEMENTPROCESS

The Board has formally endorsed an on-going risk management and internal control framework which includes the following key elements:

• the guiding principles of the risk management framework;• the underlying approach to risk management;• the roles and responsibilities of the Board and the management;• the underlying approach in reviewing and monitoring any significant risks; and• regular review on the effectiveness and efficiency of the internal control procedures and processes.

The risk management and internal control framework is applied continuously throughout the financial year to determine, evaluate and manage significant risks of the Group. This is further assured by the implementation of an internal control and risk management system that has been integrated in the Group’s operations and working culture. Therefore, any significant risks arising from factors within the Group and from changes in the business environment can be addressed on a timely basis. The key aspects of the risk management process including the following:

• Risks are identified by each key business unit assessing the likelihood and impacts of the occurrence of risks which are evaluated and rated as ‘Low’, ‘Medium-Low’, ‘Medium’, ‘High-Medium’ or ‘High’. The level of residual risk is determined after identifying and evaluating the effectiveness of existing controls or mitigating measures.

• Heads of the respective business units undertake to update their risk profiles on a half yearly basis.

• The risk profiles, control procedures and status of the action plans are reviewed on a regular basis by the respective Heads of business unit.

• Heads of business unit are provided with reports to enable them to review, discuss and monitor the risk profiles and implementation of action plans.

• Risk management report summarising the significant risks and/or the status of action plans of the respective business units is presented to the Audit Committee (“AC”) for its review, deliberation and recommendation for the endorsement or approval of the Board.


The significant risks identified during the financial year under review include:

Plantation

• Shortageoflabourorworkforce

Plantation operation which is labour intensive is facing a shortage of skilled harvesters. The Group will closely monitor and intensify the recruitment of workers from Indonesia, the Philippines and Bangladesh.

• Uncertaintiesinlocalregulatoryandpractices

Plantation business is governed by the relevant laws, regulations and standards. Therefore, changes in legislations regarding labour policies, immigration laws, environmental laws and internal security issues have a material adverse effect on the plantation business. The management regularly updates and assesses the impact of the new laws and regulations affecting the business, as the case may be, to ensure its operations will sustain under the new requirements, if any.

• Increasingoperationcosts

The risk of escalating operation costs, especially labour cost arising from the increase in minimum wages, fertilisers and chemical cost, have lifted the cost of production. Prudent cost control measures are in place through a budgeting process and monitoring system. The management also closely monitors the field management and maximise the harvesting operations.

PropertyDevelopment

• Softpropertymarket

The property business of the Group is dependent on the overall performance of the property market in the country. The soft property market is mainly due to the tight credit control policies adopted by financial institutions on approval of housing loan, property market sentiment, oversupply and increasing market competition. The management closely monitors the development and changes in the property market for future developments.

INTERNALCONTROLPROCESS

Other key features of the Group’s internal control system include the following:

• Board/BoardCommittees

Board Committees (AC, Remuneration Committee and Nomination Committee) have been established to carry out their duties and responsibilities delegated by the Board and are governed by the respective written terms of references.

The AC regularly reviews and scrutinises the audit reports prepared by the Internal Audit Department (“IA”) and conducts annual assessment on the adequacy of the IA’s scope of work and resources.

The Board and the AC meet quarterly and have set a schedule of matters which is required to be brought to the attention of the Board and/or the AC for discussion to ensure full and effective supervision over appropriate controls. In addition, the Group Managing Director provides explanation to the Board on pertinent issues. The Board is kept updated on the Group’s activities and its operations on a regular basis.

• OrganisationStructureandAuthorisationProcedure

An organisation structure with the defined lines of responsibility and appropriate reporting structure including proper approval and authorisation limits for approving capital expenditure and expenses within the Group.

• PolicyandProcedure

Internal policies and procedures are documented through a series of manuals for all major operations of the Group. The authorisation procedures for key processes are stated in the Group’s policies and procedures.

Statement on Risk Management and Internal Control (continued)


• AnnualBudget

Strategic planning and annual budgeting are undertaken for the key business units and consolidated at Group level. Senior management closely monitors the key performance and financial indicators as well as operating results against the budget to identify and, where appropriate, to address significant variances.

• HumanResourcePolicy

Guidelines on human resource management are in place to ensure the Group’s ability to operate in an effective and efficient manner by employing and retaining adequate competent employees who possess the necessary knowledge, skill and experience in carrying out their duties and responsibilities as assigned.

MONITORINGPROCESS

Given the Group Managing Director and Executive Director are directly involved in daily operations of the Group, they will conduct regular reviews of operational and financial data.

The AC has full and direct access to the Head of IA and receives reports on all audits the IA conducted. The IA continues to independently and objectively monitor the compliance with regard to the policies and procedures, and the effectiveness of the internal control system. Significant findings and recommendations for improvement are highlighted to the AC and management, with periodic follow-up of the implementation of action plans. The management is responsible for ensuring that corrective actions are implemented accordingly.

Based on the IA reported during the financial year ended 30 June 2017, some weaknesses in the internal controls were identified and measures have been or are being taken to address these weaknesses. None of these weaknesses have resulted in any material losses, contingencies or uncertainties that would require disclosure in DutaLand’s Annual Report.

CONCLUSION

The risk management and internal control system of the Group, comprising the respective frameworks, procedures, management processes, monitoring processes described in this statement, is considered appropriate. While the Board acknowledges that the risk management and internal control system does not eliminate the possibility of collusion or deliberate circumvention of procedures by employees, human errors and/or other unforeseen circumstances that might result in poor judgment, an assurance was received from the Group Managing Director, the Executive Director and the General Manager, Group Finance that the risk management and internal control system of the Group is operating adequately and effectively.

The Group continues to take measures to enhance and strengthen the risk management and internal controls environment.

REVIEWOFTHESTATEMENTBYEXTERNALAUDITORS

The external auditors of DutaLand have reviewed this Statement for inclusion in the Annual Report of DutaLand for the financial year ended 30 June 2017. Their review was conducted in accordance with Recommended Practice Guide 5 (Revised), [“RPG 5 (Revised)”], Guidance for Auditors on Engagements to Report on the Statement on Risk Management and Internal Control, issued by the MIA (Malaysian Institute of Accountants). RPG 5 (Revised) does not require the external auditors to, and they did not consider whether this Statement covers all risks and controls, or to form an opinion on the adequacy and effectiveness of the Group’s risk and control procedures. RPG 5 (Revised) also does not require the external auditors to consider whether the processes described to deal with material internal control aspects of any significant problems disclosed in the Annual Report will, in fact, remedy the problems. Based on the review of the external auditors, they have reported to the Board that nothing has come to the attention of the external auditors that causes them to believe that this Statement is inconsistent with their understanding of the process adopted by the Board in reviewing the adequacy and integrity of the risk management and internal control system.

This Statement on Risk Management and Internal Control has been approved by the Board of DutaLand on 20 September 2017.

Statement on Risk Management and Internal Control (continued)


The Audit Committee was established by the Board of Directors (“Board”) of DutaLand Berhad (“the Company”) on 20 June 1994 with the primary objective to assist the Board in discharging its duties pertaining to internal controls, financial and accounting records and policies as well as financial reporting practices of the Company and its subsidiaries (“Group”). The specific responsibilities of the Audit Committee are set out in its terms of reference and are available on the Company’s website at www.dutaland.com.my.

COMPOSITIONANDMEETINGS

The Audit Committee consists of three Independent Non-Executive Directors. Dato’ Hazli bin Ibrahim, the Chairman of the Audit Committee is a fellow member of the Association of Chartered Certified Accountant (ACCA) whilst Mr Cheong Wong Sang, a member of the Audit Committee, is a Certified Public Accountant (CPA) and a Certified Management Accountant (CMA) by profession. All members of the Audit Committee are financially literate and have extensive experience in various businesses, management and finance.

During the financial year ended 30 June 2017, five Audit Committee meetings were held where the General Manager, Group Finance and the Head of Internal Audit also attended at the Audit Committee’s invitation. The attendance of the Audit Committee members is set out below:

No.ofAuditCommitteemeetings

CompositionofAuditCommittee Held Attended

Dato’ Hazli bin Ibrahim Chairman 5 5Independent Director

Cheong Wong Sang Member 5 5Senior Independent Director

Dato’ Abdul Majit bin Ahmad Khan Member 5 4Independent Director

The external auditors attended three of the above Audit Committee meetings. A separate meeting between the Audit Committee and the external auditors was held thrice during the financial year under review to discuss audit feedback, amongst others, without the presence of any Executive Director and management of the Company.

There were no restrictions of resources or information to the Audit Committee that would have impaired the effective execution of the Audit Committee’s responsibilities. The Chairman of the Audit Committee has been in continuous contact with the senior management including the Chairman of the Board, the Group Managing Director, the Head of Finance, the Head of Internal Audit and the external auditors of the Company, to keep abreast of issues of the Company and the Group.

SUMMARYOFTHEWORKOFAUDITCOMMITTEE

The work of the Audit Committee is in line with its responsibilities as set out in the terms of reference. The following summary sets out the work of the Audit Committee carried out during the financial year under review in discharging its functions and duties and how the Audit Committee met its responsibilities:

(i) FinancialReporting

• The Audit Committee met quarterly and as and when required, after being served with due notice of issues to be discussed, and recorded its conclusions in discharging its duties and responsibilities.

Audit Committee Report


• At the meetings held, the Audit Committee reviewed, analysed and interpreted the annual financial statements and quarterly interim results of the Company and the Group, before submission to the Board for approval, to ensure that the financial statements are prepared in a timely and accurate manner complying with applicable accounting, regulatory requirements and financial reporting standards as this is integral to the reliability of financial statements.

(ii) ExternalAuditors

• Reviewed and deliberated on the results of the interim and final audit presented by the external auditors for which external auditors were invited to attend at the Audit Committee meetings.

• Reviewed the audit scope and annual planning, as well as the reports issued by the external auditors, their evaluation of the system of internal controls and followed up on the implementation of recommendations.

• Three private sessions with external auditors were held, without the presence of any Executive Directors and management, attributable to greater exchange of free and honest views and opinions between the Audit Committee and external auditors.

• The Audit Committee have worked closely with the senior management and external and internal auditors so as to keep abreast of the issues affecting the Company which ought to be brought to the attention of the Audit Committee in a timely manner, as part of the Audit Committee’s oversight of the Group’s systems of financial reporting, and internal controls ensuring an early warning system is in place.

• Assessed the suitability and independence of the external auditors given the external auditors are responsible for auditing the Company’s financial statements and providing an opinion of the truth and fairness of the financial position as in the financial statements to lend credibility to financial reports and reduce risks that the reports are biased, misleading, inaccurate and incomplete.

• Directed the collaboration between internal and external auditors on certain key areas resulting in increased leverage by the Group’s external auditors.

• Recommended to the Board the appointment or re-appointment and the remuneration of the external auditors and reviewed the terms and scope of the audit engagement.

• Obtained a written assurance from the external auditors, in supporting the assessment on its independence, confirming that the external auditors are and have been independent throughout the conduct of the audit engagement for the financial year under review in accordance with the terms of all relevant professional and regulatory requirements.

• Ensures proper policies or procedures are adhered to in governing the engagement of non-audit services given the independence of external auditors could be impaired by non-audit services.

(iii) InternalAuditors

• Oversees the Internal Audit functions, for which the Head of Internal Audit reports directly to the Audit Committee and have direct access to the Audit Committee Chairman, and ensures the Head of Internal Audit will attend at the Audit Committee meetings upon invitation.

• Considered and approved the remit of the Internal Audit function ensuring it is independent of the activities they audit and perform with impartiality, proficiency and due professional care.

• Discussed, reviewed and approved the competency, adequacy of resources, audit scope, and annual planning of the Internal Audit department.

Audit Committee Report(continued)


• Reviewed and examined the work performed by the Internal Audit and reports, audit findings as well as monitoring the implementation of recommendations.

• Commissioned investigations conducted by the Internal Audit department.

• Reviewed operational, financial and compliance audits, as well as fraud investigations conducted.

• Monitored the corrective actions taken on the outstanding audit issues to ensure that all key risks and control lapses have been addressed.

• Assessed the performance of the Internal Audit function for continuous improvement purposes for which is responsible for the regular review and/or appraisal of the effectiveness of the risk management, internal control and governance processes within the Group.

(iv) RiskManagement

• Reviewed the half yearly risk management report prepared by the respective Heads of Business Units and monitored the implementation of control plans.

(v) QualityAssuranceReview

• Reviewed and provided feedback to the Internal Audit’s Quality Assurance Review applied in which the relevant International Standards for the Professional Practice of Internal Auditing issued by the Institute of Internal Auditors that the Internal Audit has been adhered to.

(vi) RelatedPartyTransactions

• Reviewed related party transactions of the Group to ensure all transactions entered into on terms which are fair and reasonable and are not to the detriment of the minority shareholders of the Company.

(vii) CorporateGovernance

• Reviewed the requirements of Bursa Malaysia Securities Berhad on corporate governance and made the necessary recommendations to the Board.

(viii) Training

• During the financial year, all Audit Committee members had attended various seminars, training programmes and conferences.

Save as disclosed, the Audit Committee is of the view that no material misstatements or losses, contingencies or uncertainties have arisen, based on the reviews made and discussions held.

INTERNALAUDITFUNCTION

The Audit Committee is supported by the Internal Audit department in discharging its duties and responsibilities. The Internal Audit department reports directly to the Audit Committee and conducts independent assessments of the Group’s internal controls, risk management and governance processes.

The objective, authority and responsibility of the Internal Audit department as well as the nature of consultancy activities provided by the function are set out in the Internal Audit Charter, endorsed by the Audit Committee and approved by the Board. The Internal Audit Charter ensures the appropriate structure, scope of activities, access and reporting arrangements are in place as well as an independent and objective assurance on risk management, internal controls and governance procedures within the Company and the Group.



The Internal Audit team functions independently of the activities it audits and carries out its work according to the standards set by professional bodies, primarily consistent with the International Standards for the Professional Practice of Internal Auditing issued by the Institute of Internal Auditors.

The Internal Audit department adopts a risk-based auditing approach, focussing on risk areas and past audit findings of audit assignments. The prime objective of the Internal Audit function is to ensure a sound internal control system is in place and functioning adequately. This is achieved through regular and systematic reviews of internal control systems and management information systems to ensure the reliability and integrity of information in complying with applicable policies, plans, procedures and regulations.

The Audit Committee reviews and approves the annual audit plan and manpower requirements, prior to the commencement of audits, at the first Audit Committee Meeting of the financial year. The audit approach is to focus on high risk business processes and to assess the effectiveness of internal controls that of.

The Internal Audit scope of coverage for the financial year under review encompassed the audit of key processes and operations of all active subsidiaries as identified in the annual audit plan. Audit activities are aimed to ensure the risk management procedures are in adherence with and principal risks are identified by the management as well as appropriate controls are in place to manage these risks.

The Internal Audit department receives appropriate support, trainings and resources. This has benefited the audits and audit coverage and increased leverage through knowledge and best practices. All auditors have an audit background. The Internal Audit department incurred costs of RM172,105 during the financial year ended 30 June 2017 (2016 : RM154,315).

SUMMARYOFTHEWORKOFINTERNALAUDIT

A summary of the work of the Internal Audit department carried out during the financial year under review encompasses the following:

(i) The Internal Audit staff visited all 5 plantation estates in Sabah during the financial year under review to conduct internal auditing on the financial and operational aspects of the operations of the estates, with particular emphasis on fresh fruit bunches production, manuring, payroll and fixed assets. Follow up audits were performed on the previous audit recommendations.

(ii) Played an active advisory role in the review and improvement of the existing system of internal controls of the Group initiating an effort to provide value added services.

(iii) Audits covered mainly on the review of the following:

• accuracy of financial reporting; • effectiveness and efficiency of operations; • adequacy of internal control systems; • compliance with internal policies, procedures, rules and regulation; and • effectiveness of risk management processes and implementation of controls by management to

mitigate significant risks.

(iv) Ad hoc consulting and reviews.

The Internal Audit department also reported to the Audit Committee on the audit findings, implementation of control plans to mitigate risks identified and recommended corrective actions as discussed with the senior management. The relevant timeline is set for implementation of action plans which were agreed upon and follow-up audits conducted to ensure strict adherence and a sound internal control system is in place and functioning adequately. All the corresponding audit reports with follow-up action plans and implementation status were presented to the Audit Committee for its review.

This Audit Committee Report has been approved by the Board of the Company on 20 September 2017.


Directors’ Report 38

Statement by Directors 43

Statutory Declaration 43

Independent Auditors’ Report 44

Statements of Comprehensive Income 49

Statements of Financial Position 50

Statements of Changes in Equity 52

Statements of Cash Flows 54

Notes to the Financial Statements 56

Supplementary Information 117

Directors’ Report and Audited Financial Statements


Directors’ Report

The directors have pleasure in presenting their report together with the audited financial statements of the Group and of the Company for the financial year ended 30 June 2017.

Principalactivities The principal activity of the Company is investment holding. Corporate information is disclosed in Note 1 to the financial statements. The principal activities of the subsidiaries are described in Note 17 to the financial statements.

Results Group Company RM’000 RM’000 Profit from continuing operations, net of tax 1,553 (9,552)Profit from discontinuing operations, net of tax 10,057 -

Profit/(loss) for the year 11,610 (9,552) Attributable to: Owners of the parent 12,889 (9,552)Non-controlling interests (1,279) - 11,610 (9,552) There were no material transfers to or from reserves or provisions during the financial year other than as disclosed in the financial statements. In the opinion of the directors, the results of the operations of the Group and of the Company during the financial year were not substantially affected by any item, transaction or event of a material and unusual nature.

Dividends No dividend has been paid or declared by the Company since the end of the previous financial year.

Directors

The names of the directors of the Company in office since the beginning of the financial year to the date of this report are:

YAM Tengku Datuk Seri Ahmad Shah Ibni Almarhum Sultan Salahuddin Abdul Aziz Shah (Chairman)Tan Sri Dato’ Yap Yong Seong (Group Managing Director)Yap Wee Chun (Executive Director)Dato’ Sri Yap Wee KeatDato’ Hazli bin IbrahimDato’ Abdul Majit bin Ahmad KhanCheong Wong Sang


Directors(continued)

The name of the directors of the subsidiaries of the Group in office since the beginning of finacial year to the date of this report are:

Ng Ju SiongSeah Chee BengCho Kah HingE. Ghazali bin Mohd ShafieTan Beng TeongLee Kam Wai (resigned on 22 March 2017)Wong Soon Wong (appointed on 22 March 2017)Dato’ Tan Ming Wai (deceased on 27 August 2017)Tan Ming Ban (appointed on 28 August 2017)

Directors’benefits

Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which the Company was a party, whereby the directors might acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.

Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than benefits included in the aggregate amount of emoluments received or due and receivable by the directors or the fixed salary of a full-time employee of the Company as shown in Note 7 to the financial statements) by reason of a contract made by the Company or a related corporation with any director or with a firm of which he is a member, or with a company in which he has a substantial financial interest, except as disclosed in Note 30 to the financial statements.

Indeminitiestodirectorsorofficers

No indemnities have been given or insurance premiums paid, during or since the end of the financial year, for any person who is or has been the director or officer of the Company.

Directors’interests

According to the Register of Directors’ Shareholdings, the interests of directors in office at the end of the financial year in shares of the Company and its related corporations during the financial year were as follows:

|----NumberofordinarysharesofRM0.50#each----| 1July 30June 2016 Acquired Disposed 2017TheCompany

Directinterest:Tan Sri Dato’ Yap Yong Seong 25,600 - - 25,600Dato’ Sri Yap Wee Keat 54,000 - - 54,000Yap Wee Chun 28,200 - - 28,200

Directors’ Report (continued)


Directors’interests(continued)

|----NumberofordinarysharesofRM0.50#each----| 1July 30June 2016 Acquired Disposed 2017Indirectinterest*:Tan Sri Dato’ Yap Yong Seong 393,021,547 33,830,211 - 426,851,758Dato’ Sri Yap Wee Keat 393,021,547 33,830,211 - 426,851,758Yap Wee Chun 393,021,547 33,830,211 - 426,851,758

* Deemed interest through shares held by Duta Equities Sdn. Bhd., Kenny Height Developments Sdn. Bhd. and Olympia Industries Berhad.

# Pursuant to the Proposed Par Value Reduction (as defined hereinunder) which took effect on 5 January 2017, the par value of the Company’s ordinary shares changed from RM1.00 each to RM0.50 each.

By virtue of their interests in shares in the Company, Tan Sri Dato’ Yap Yong Seong, Dato’ Sri Yap Wee Keat and Yap Wee Chun are also deemed to be interested in the ordinary shares of all the subsidiaries of the Company to the extent the Company has an interest.

Other than as stated above, none of the directors in office at the end of the financial year had any interest in shares of the Company or its related corporations during the financial year.

Sharecapital

On 29 August 2016, the Company has announced to undertake the following proposals:

(i) Proposed reduction of the entire share premium account of the Company pursuant to Sections 60(2) and 64(1) of the Companies Act, 1965 (“Act”) (“Proposed Share Premium Reduction”);

(ii) Proposed reduction of the issued and paid-up share capital of the Company involving the cancellation of RM0.50 of the par value of each existing ordinary share of RM1.00 in the Company pursuant to Section 64(1) of the Act (“Proposed Par Value Reduction”); and

(iii) Proposed amendments to the Memorandum and Articles of Association of the Company to facilitate the Proposed Share Premium Reduction and Proposed Par Value Reduction,

(collectively referred to as “Proposals”).

On 4 October 2016, the Company announced the details of the Proposals through a circular to shareholders in order to seek the approval of the shareholders through passing of special resolutions to be tabled at the Annual General Meeting (“AGM”).

The Proposals were approved by the shareholders of the Company at the AGM held on 26 October 2016. The Proposed Share Premium Reduction and Proposed Par Value Reduction have been sanctioned by the High Court of Malaya on 30 December 2016. An office copy of the sealed order of the Court confirming the Share Premium Reduction and Par Value Reduction has been lodged with the Registrar of Companies on 5 January 2017, completing the exercise.

The Proposals gave rise to a credit of RM441,554,000, a portion of which was utilised to off-set the accumulated losses and share premium of the Company. The remaining credit after the off-setting of the accumulated losses has been retained in the capital reserve account of the Company, to be utilised in such manner as may be determined by the Board of Directors and permitted by applicable law, including but not limited to the capitalisation of such reserve (or any part thereof) for future corporate exercises to be undertaken by the Company.



Otherstatutoryinformation

(a) Before the statements of comprehensive income and statements of financial position of the Group and of the Company were made out, the directors took reasonable steps:

(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for impairment of receivables and satisfied themselves that there were no known bad debts and that adequate allowance had been made for impairment of receivables; and

(ii) to ensure that any current assets which were unlikely to realise their values as shown in the accounting records in the ordinary course of business had been written down to an amount which they might be expected so to realise.

(b) At the date of this report, the directors are not aware of any circumstances which would render:

(i) it necessary to write off any bad debts or the amount of the allowance for impairment of receivables in respect of the financial statements of the Group and of the Company inadequate to any substantial extent; and

(ii) the values attributed to the current assets in the financial statements of the Group and of the Company misleading.

(c) At the date of this report, the directors are not aware of any circumstances which have arisen which would render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.

(d) At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or financial statements of the Group and of the Company which would render any amount stated in the financial statements misleading.

(e) At the date of this report, there does not exist:

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

(f) In the opinion of the directors:

(i) no contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial year which will or may affect the ability of the Group or of the Company to meet their obligations when they fall due; and

(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report which is likely to affect substantially the results of the operations of the Group or of the Company for the financial year in which this report is made.

Significantevents

In addition to the significant events disclosed elsewhere in this financial statements, other significant events are disclosed in Note 24 and Note 38 to the financial statements.



Auditors

The auditors, Ernst & Young, have expressed their willingness to continue in office. Auditors’ remuneration are disclosed in Note 10 to the financial statements. No payment has been made to indemnify the auditors during or since the financial year.

Signed on behalf of the Board in accordance with a resolution of the directors dated 20 September 2017.

Yap Wee Chun Tan Sri Dato’ Yap Yong Seong



Statement by DirectorsPursuant to Section 251(2) of the Companies Act, 2016

Statutory DeclarationPursuant to Section 251(1)(b) of the Companies Act, 2016

We, Yap Wee Chun and Tan Sri Dato’ Yap Yong Seong, being two of the directors of DutaLand Berhad, do hereby state that, in the opinion of the directors, the accompanying financial statements set out on pages 49 to 116 are drawn up in accordance with Financial Reporting Standards and the requirements of the Companies Act, 2016 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 30 June 2017 and of their financial performance and cash flows for the year then ended.

The supplementary information set out in Note 39 to the financial statements on page 117 have been prepared in accordance with the 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’s Main Market Listing Requirements, as issued by the Malaysian Institute of Accountants.

Signed on behalf of the Board in accordance with a resolution of the directors dated 20 September 2017.

Yap Wee Chun Tan Sri Dato’ Yap Yong Seong

I, Wong Chiang Ying, being the officer primarily responsible for the financial management of DutaLand Berhad, do solemnly and sincerely declare that the accompanying financial statements set out on pages 49 to 116 are in my opinion 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 bythe abovenamed Wong Chiang Yingat Kuala Lumpur in Wilayah Persekutuan on 20 September 2017 Wong Chiang Ying

Before me,

Mohan A.S. ManiamNo. W710Commissioner for Oaths


Independent Auditors’ Report to the members of DutaLand Berhad (Incorporated in Malaysia)

Reportontheauditofthefinancialstatements

Opinion We have audited the financial statements of DutaLand Berhad, which comprise the statements of financial position as at 30 June 2017 of the Group and of the Company, and statements of comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, as set out on pages 49 to 116. In our opinion, the accompanying financial statements of the Group and of the Company give a true and fair view of the financial position of the Group and of the Company as at 30 June 2017 and of their financial performance and their cash flows for the year then ended in accordance with Financial Reporting Standards and the requirements of the Companies Act, 2016 in Malaysia. Basis for opinion We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Independence and other ethical responsibilities We are independent of the Group and of the Company in accordance with the By-Laws (on Professional Ethics, Conduct and Practice) of the Malaysian Institute of Accountants (“By-Laws”) and the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (“IESBA Code”), and we have fulfilled our other ethical responsibilities in accordance with the By-Laws and the IESBA Code. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the Group and of the Company for the current year. These matters were addressed in the context of our audit of the financial statements of the Group and of the Company as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditors’ responsibilities for the audit of the financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis of our audit opinion on the accompanying financial statements.

Keyauditmatter

Impairment of (a) property plant and equipment, (b)investmentinDutaGrandHotelsSdnBhd(“DGH”)andamountduefromDGH(Refer to Note 2.9, Note 2.33 and 14 to the financialstatements)

a)Property,plantandequipment

As at 30 June 2017, the property, plant and equipment of the Group include the construction of the Duta Grand Hotel project (“the Property”), which has been suspended since 1998. Long term suspension of the Property indicates that the carrying amount of the Property may be impaired.

Howweaddressedthekeyauditmatter

In addressing this area of audit focus, we performed, amongst others, the following procedures:

• obtained an understanding of the relevant internal controls over estimating the recoverable amount of the Property;


Reportontheauditofthefinancialstatements(continued)

Key audit matters (continued)

Independent Auditors’ Report to the members of DutaLand Berhad (Incorporated in Malaysia) (continued)

Keyauditmatter

Impairment of (a) property plant and equipment, (b)investmentinDutaGrandHotelsSdnBhd(“DGH”)andamountduefromDGH(continued)(Refer to Note 2.9, Note 2.33 and 14 to the financialstatements)

a)Property,plantandequipment(continued) The carrying value of the Property as at 30 June 2017 comprises construction and land amounted to RM264 million and RM70 million respectively which represent in total 56% of the total non-current assets of the Group. Accordingly, the management engaged a firm of independent valuers to assess the recoverable amount of the Property. When estimating the fair value less cost to sell of the Property, the management considered the valuers’ inputs to the valuation of the Property. These include the appropriateness of the valuation model and the key assumptions used by the Valuers.

These assessments are significant to our audit as it involves complex and subjective management’s judgements. Accordingly, we consider this to be an area of audit focus.

b)InvestmentinDutaGrandHotelsSdnBhd(“DGH”)andamountduefromDGH

As at 30 June 2017, the carrying amount of investment in Duta Grand Hotels Sdn Bhd (“DGH”) and amount due from DGH amounted to RM215 million and RM70 million, representing 34% and 9% of the Company’s total assets, respectively. DGH owns Duta Grand Hotel (“the Property”) which was suspended in the previous financial years. This indicates that the Company’s investment in DGH and the amount due from DGH may be impaired.

Howweaddressedthekeyauditmatter

• evaluated the management’s assessment of the fair value less cost to sell of the Property. Our audit procedures focused on the valuation performed by a firm of independent valuers, included amongst others the following procedures:

- We considered the valuer’s independence and expertise of the firm of independent valuers;

- We obtained an understanding of the valuation methodologies adopted by the independent valuers in estimating the fair value less cost to sell of the Property;

- We assessed whether the valuation methodologies were consistent with those used in prior year and methodologies used were commonly used for the type of freehold land being valued; and

- We assessed the key assumptions applied in determining the estimated fair value less cost to sell, including the appropriateness of the valuation model and the key assumptions used by the Valuers.

• evaluated the adequacy of the related disclosures in the financial statements.

In addressing this area of audit focus, we performed, amongst others, the following procedures:

• obtained an understanding of the Company’s relevant internal controls over estimating the recoverable amount of the investment in DGH and amount due from DGH;


Information other than the financial statements and auditors’ report thereon

The directors of the Company are responsible for the other information. The other information comprises the information included in the Group’s 2017 Annual Report, but does not include the financial statements of the Group and of the Company and our auditors’ report thereon. The Group’s 2017 Annual Report is expected to be made available to us after the date of this auditors’ report. Our opinion on the financial statements of the Group and of the Company does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements of the Group and of the Company, our responsibility is to read the other information identified when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements of the Group and of the Company or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Reportontheauditofthefinancialstatements(continued)

Key audit matters (continued)


HowweaddressedthekeyauditmatterKeyauditmatter

Impairment of (a) property plant and equipment, (b)investmentinDutaGrandHotelsSdnBhd(“DGH”)andamountduefromDGH(continued)(Refer to Note 2.9, Note 2.33 and 14 to the financialstatements)

b)InvestmentinDutaGrandHotelsSdnBhd(“DGH”)andamountduefromDGH(continued)

Accordingly, the Company performed an impairment assessment to determine the recoverable amount of the investment in DGH and amount due from DGH. Considering DGH’s underlying assets comprise the Property, the management estimated the recoverable amount of both investment in DGH and amount due from DGH, using fair value less cost to sell of the Property.

Hence, the management engaged a firm of independent valuers to assess the fair value less cost to sell of the Property. Management’s process to estimate the recoverable amount of investment in DGH and amount due from DGH were significant to our audit because management considered the valuers’ inputs to the valuation of the Property. These include the appropriateness of the valuation model and the key assumptions used by the Valuers. The above assessments are significant to our audit as it involves complex and subjective management judgement. Accordingly, we consider this to be an area of audit focus.

• evaluated the management’s assessment of the fair value less cost to sell of the Property. Our audit procedures focused on the valuation performed by a firm of independent valuers, included amongst others the following procedures:

- We considered the valuer’s independence and expertise of the firm of independent valuers;

- We obtained an understanding of the valuation methodologies adopted by the independent valuers in estimating the fair value less cost to sell of the Property;

- We assessed whether the valuation methodologies were consistent with those used in prior year and methodologies used were commonly used for the type of freehold land being valued; and

- We assessed the key assumptions applied in determining the estimated fair value less cost to sell, including the appropriateness of the valuation model and the key assumptions used by the Valuers.

• evaluated the adequacy of the related disclosures in the financial statements.


Responsibilities of the directors for the financial statements

The directors of the Company are responsible for the preparation of financial statements of the Group and of the Company that give a true and fair view in accordance with Financial Reporting Standards and the requirements of the Companies Act, 2016 in Malaysia. The directors are also responsible for such internal control as the directors determine is necessary to enable the preparation of financial statements of the Group and of the Company that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements of the Group and of the Company, the directors are responsible for assessing the Group’s and the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements of the Group and of the Company as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with approved standards on auditing in Malaysia and International Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements of the Group and of the Company, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit 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 Group’s and of the Company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s or the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements of the Group and of the Company or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements of the Group and of the Company, including the disclosures, and whether the financial statements of the Group and of the Company represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial statements of the Group. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.



Auditors’ responsibilities for the audit of the financial statements (continued)

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial statements of the Group and of the Company for the current year and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Reportonotherlegalandregulatoryrequirements

In accordance with the requirements of the Companies Act, 2016 in Malaysia, we report that the subsidiaries of which we have not acted as auditors are disclosed in Note 17 to the financial statements.

Otherreportingresponsibilities The supplementary information set out in Note 39 to the financial statements on page 117 is disclosed to meet the requirement 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.

Othermatters This report is made solely to the members of the Company, as a body, in accordance with Section 266 of the Companies Act, 2016 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

Ernst & Young Kua Choh Leang AF: 0039 No. 02716/01/2019 J Chartered Accountants Chartered Accountant Kuala Lumpur, Malaysia 20 September 2017



Statements of Comprehensive IncomeFor the financial year ended 30 June 2017

Group Company Note 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000ContinuingoperationsRevenue 3 81,883 143 - -Other income 4 1,346 15,944 4,350 25Changes in inventories 19 (85) (42) - -Development costs recognised as expenses on land held for property development (53,334) - - -Depreciation 5 (251) (241) (8) (9)Staff costs 6 (6,303) (7,504) (3,680) (4,202)Allowance for impairment on receivables 8 (138) (130) (451) (2,708)Impairment loss 9 - - (826) -Other expenses (12,297) (10,403) (4,166) (2,628)

Profit/(loss)fromoperations 10 10,821 (2,233) (4,781) (9,522)

Finance income 19 54 4 38Finance expense (457) (23) - -

Finance (expense)/income, net 11 (438) 31 4 38

Profit/(loss)beforetax 10,383 (2,202) (4,777) (9,484)Income tax expense 12 (8,830) (1,826) (4,775) -Profit/(loss)fromcontinuingoperations,netoftax 1,553 (4,028) (9,552) (9,484)

DiscontinuingoperationsProfit from discontinuing operations, net of tax 24 10,057 1,041 - -

Profit/(loss)fortheyearrepresentingtotalcomprehensiveincome/(loss)fortheyear 11,610 (2,987) (9,552) (9,484)

Attributableto:Owners of the parent 12,889 (3,719) (9,552) (9,484)Non-controlling interests (1,279) 732 - - 11,610 (2,987) (9,552) (9,484)

Profit/(loss) per share attributable to owners of the parent (sen per share):

Basic 13 (a) 1.5 (0.4)

Diluted 13 (b) 1.5 (0.4)

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.


Statements of Financial PositionAs at 30 June 2017

Group Company Note 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000

AssetsNon-currentassetsProperty, plant and equipment 14 338,900 432,319 20 28Biological assets 15 - 261,542 - -Land held for property development 16 262,484 239,859 - -Investment in subsidiaries 17 - - 366,344 367,170Due from subsidiaries 20 - - 69,638 - 601,384 933,720 436,002 367,198

CurrentassetsProperty development costs 18 7,277 11,857 - -Inventories 19 12,037 11,890 - -Due from subsidiaries 20 - - 312,766 384,172Receivables 22 92,453 36,193 1,223 3,220Tax recoverable 955 2,074 - 1,300Short term deposits 23 448 542 134 130Cash and bank balances 23 9,141 11,586 88 2,784 122,311 74,142 314,211 391,606Non-current assets classified as held for sale 24 352,846 56,148 - -

475,157 130,290 314,211 391,606

Totalassets 1,076,541 1,064,010 750,213 758,804


Statements of Financial PositionAs at 30 June 2017 (continued)

Group Company Note 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000

Equityandliabilities

EquityattributabletoownersoftheparentShare capital 27 423,059 846,118 423,059 846,118Share premium 27 - 18,495 - 18,495Revaluation reserve 27 - 107,388 - -Reserve attributable to assets classified as held for sale 24 107,388 - - -Capital reserve 27 53,109 - 53,109 -Retained profits/(accumulated losses) 355,411 (45,737) (6,627) (385,334) 938,967 926,264 469,541 479,279Non-controlling interests 53,431 54,710 - -

Total equity 992,398 980,974 469,541 479,279

Non-currentliabilitiesBorrowings 25 2,895 1,525 - -Deferred tax liabilities 29 40,310 42,733 - - 43,205 44,258 - -

CurrentliabilitiesBorrowings 25 1,646 646 - -Due to subsidiaries 20 - - 271,392 276,345Due to affiliates 21 3,575 1,944 1,866 1,118Payables 26 29,433 34,864 3,939 2,062Tax payable 6,284 1,324 3,475 - 40,938 38,778 280,672 279,525

Total liabilities 84,143 83,036 280,672 279,525

Totalequityandliabilities 1,076,541 1,064,010 750,213 758,804



Statements of Changes in EquityFor the financial year ended 30 June 2017

I-------------------------------------Attributabletoownersoftheparent-------------------------------------I

I--------------------Non-distributable--------------------I Reserve attributableto Retained assets profits/ Total Non- Share Share Revaluation classifiedas Capital (accumulated shareholders’ controlling Total capital premium reserve heldforsale reserve losses) equity interests equityGroup RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 (Note27) (Note27) (Note27) (Note24)

At1July2016 846,118 18,495 107,388 - - (45,737) 926,264 54,710 980,974Total comprehensive income/ (loss) - - - - - 12,889 12,889 (1,279) 11,610

Transactionwithowners: Capital reduction expenses - (186) - - - - (186) - (186)Par value reduction (423,059) - - - - 423,059 - - -Share premium reduction - (18,309) - - - 18,309 - - -Excess credit transferred to capital reserve - - - - 53,109 (53,109) - - -Reserve attributable to assets classified as held for sale - - (107,388) 107,388 - - - - -

At30June2017 423,059 - - 107,388 53,109 355,411 938,967 53,431 992,398

At1July2015 846,118 18,495 107,388 - - (42,018) 929,983 53,975 983,958Total comprehensive (loss)/ income - - - - - (3,719) (3,719) 732 (2,987)Striking off of a subsidiary - - - - - - - 3 3

At30June2016 846,118 18,495 107,388 - - (45,737) 926,264 54,710 980,974


Statements of Changes in EquityFor the financial year ended 30 June 2017 (continued)

Non- distributable Share share Capital Accumulated Total capital premium Reserves losses equityCompany RM’000 RM’000 RM’000 RM’000 RM’000 (Note27) (Note27)

At1July2016 846,118 18,495 - (385,334) 479,279Total comprehensive loss - - - (9,552) (9,552)

Transactionwithowners:Capital reduction expenses - (186) - - (186)Par value reduction (423,059) - - 423,059 -Share premium reduction - (18,309) - 18,309 -Excess credit transferred to capital reserve - - 53,109 (53,109) -

At30June2017 423,059 - 53,109 (6,627) 469,541

At1July2015 846,118 18,495 - (375,850) 488,763

Total comprehensive loss - - - (9,484) (9,484)

At30June2016 846,118 18,495 - (385,334) 479,279



Statements of Cash FlowsFor the financial year ended 30 June 2017

Group Company 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000

OperatingactivitiesProfit/(loss) before tax from continuing operations 10,383 (2,202) (4,777) (9,484)Profit before tax from discontinuing operations 11,048 2,268 - -

Profit/(loss) before tax, total 21,431 66 (4,777) (9,484)Adjustments for:

Impairment losses on:- Investment in subsidiaries - - 826 -- Amount due from subsidiaries - - 451 2,708- Other receivables 138 130 - -

Depreciation 2,984 2,985 8 9Gain on disposal of property, plant and equipment (28) (15,042) - (25)Gain on disposal of land held for property development (255) - - -Gain on disposal of property development (28,289) - - -Interest expense 539 107 - -Interest income (19) (54) (4) (38)Property, plant and equipment written off 9 5 - -Provision for/(write back of provision) for short term accumulating compensated absences, net 8 (13) 10 (8)Unrealised foreign exchange loss 164 180 - -Unrealised foreign exchange gain (14) (12) (2) -Write back of provision for property development costs - (288) - -Reversal of allowance for doubtful debts - - (1,458) -Loss on striking off a subsidiary - 3 - -Waiver of balance in a subsidiary - - (2,660) -

Operating loss before working capital changes (3,332) (11,933) (7,606) (6,838)Decrease in receivables 5,177 10,219 1,997 10,239(Increase)/decrease in inventories (147) 1,000 - -Increase in property development cost (2,241) (1,478) - -Decrease/(increase) in amount due from a joint venturer 14,197 (11,805) - -Changes in amounts due to affiliates 1,631 823 748 503Increase/(decrease) in payables 3,107 5,083 1,869 (1,176)

Cash generated from/(used in) operations 18,392 (8,091) (2,992) 2,728

Cash generated from/(used in) operations 18,392 (8,091) (2,992) 2,728Tax paid, net (6,165) (6,840) - -Interest paid (219) (4) - -

Net cash flows generated from/(used in) operating activities 12,008 (14,935) (2,992) 2,728



InvestingactivitiesProceeds from disposal of property, plant and equipment 28 20,716 - 25Purchase of property, plant and equipment (461) (1,695) - (18)Addition in biological assets (416) (1,542) - -Addition in land held for property development (16,066) (345) - -Proceeds from sale of land held for property development 481 - - -Interest received 19 54 4 38

Net cash flows (used in)/generated from investing activities (16,415) 17,188 4 45

FinancingactivitiesRepayment from/(advance to) subsidiaries - - 482 (2,443)Placement of fixed deposit pledged (4) (8) (4) (8)Capital reduction expenses (186) - (186) -Drawdown of term loan 3,000 - - -Interest paid (320) (103) - -Repayment of hire purchase and lease payables (630) (1,018) - -

Net cash flows generated from/(used in) financing activities 1,860 (1,129) 292 (2,451)

Netchangeincashandcashequivalents (2,547) 1,124 (2,696) 322Effectsofexchangeratechanges 4 12 - -Cashandcashequivalentsatbeginningofyear 11,688 10,552 2,784 2,462

Cashandcashequivalentsatendofyear(Note23) 9,145 11,688 88 2,784


Statements of Cash FlowsFor the financial year ended 30 June 2017 (continued)


Notes to the Financial Statements30 June 2017

1. Corporateinformation

The Company is a public company limited by shares, incorporated and domiciled in Malaysia, and is listed on the Main Market of Bursa Malaysia Securities Berhad (“Bursa Malaysia”). The principal place of business and registered office of the Company is located at Level 23, Menara Olympia, No. 8, Jalan Raja Chulan, 50200 Kuala Lumpur.

The principal activity of the Company is investment holding. The principal activities of the subsidiaries are described in Note 17. There have been no significant changes in the nature of these activities during the financial year.

The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the directors on 20 September 2017.

2. Summaryofsignificantaccountingpolicies

2.1 Basisofpreparation

The financial statements of the Group and of the Company have been prepared in accordance with Financial Reporting Standards (“FRS”) and the requirements of the Companies Act, 2016 (“New Act”) in Malaysia.

The New Act was enacted to replace the Companies Act, 1965 in Malaysia with the objectives of creating a legal and regulatory structure that will facilitate business and promote accountability as well as protection of corporate directors and shareholders, taking into consideration the interest of other stakeholders. The New Act was passed on 4 April 2016 by the Dewan Rakyat (House of Representatives) and gazetted on 15 September 2016. On 26 January 2017, the Minister of Domestic Trade, Co-operatives and Consumerism announced that the date on which the New Act comes into operation, except section 241 and Division 8 of Part III of the New Act, took effect on 31 January 2017.

Amongst the key changes introduced in the New Act which will affect the financial statements of the Group and of the Company upon the commencement of the New Act on 31 January 2017 are:

(a) Removal of the authorised share capital; and

(b) Shares of the Company will cease to have par or nominal value.

The adoption of the above does not have significant impact on the financial statements of the Group and of the Company.

The financial statements have been prepared on a historical cost basis, unless otherwise disclosed in the significant accounting policies below or other notes to the financial statements.

The financial statements are presented in Ringgit Malaysia (“RM”) and all values are rounded to the nearest thousand (RM’000) except when otherwise indicated.


2. Summaryofsignificantaccountingpolicies(continued)

2.2 Changesinaccountingpolicies

The accounting policies adopted are consistent with those of the previous financial year except as follows:

On 1 July 2016, the Group and the Company adopted the following new and amended FRSs and IC Interpretation mandatory for annual financial periods beginning on or after 1 January 2016.

Effectiveforfinancialperiods

beginningonDescription orafter

Annual Improvements to FRSs 2012-2014 Cycle 1 January 2016Amendments to FRS 116 and FRS 138: Clarification of Acceptable Method

of Depreciation and Amortisation 1 January 2016Amendments to FRS 11: Accounting for Acquisitions of Interest in

Joint Operations 1 January 2016Amendments to FRS 127: Equity Method in Separate Financial Statements 1 January 2016Amendments to FRS 101: Disclosure Initiatives 1 January 2016Amendments to FRS 10, FRS 12 and FRS 128: Investment Entities:

Applying the Consolidation 1 January 2016FRS 14: Regulatory Deferral Accounts 1 January 2016

The adoption of the above new and amended standards did not have significant impact on the financial statements of the Group and of the Company.

2.3 Standardsissuedbutnotyeteffective

The standards and interpretations that are issued but not yet effective up to the date of issuance of the Group’s and of the Company’s financial statements are disclosed below. The Group and the Company intend to adopt these standards, if applicable, when they become effective.

Effectiveforfinancialperiods

beginningonDescription orafter

Annual Improvements to FRSs 2014-2016 Cycle 1 January 2017Amendmends to FRS 107: Disclosure Initiative 1 January 2017Amendmends to FRS 112: Recognition of Deferred Tax Assets for Unrealised Losses 1 January 2017FRS 2 Classification and Measurement of Share-based Payment Transactions (Amendments to FRS 2) 1 January 2018IC Interpretation 22: Foreign Currency Transactions and Advance Consideration 1 January 2018Amendments to FRS 1: First-time Adoption of Financial Reporting Standards 1 January 2018Amendments to FRS 4: Applying FRS 9 Financial Instruments with FRS 4 Insurance Contracts 1 January 2018Amendments to FRS 128: Annual Improvements to FRS Standards 2014-2016 Cycle 1 January 2018Amendments to FRS 140: Transfers of Investment Property 1 January 2018FRS 9 Financial Instruments 1 January 2018Amendments to FRS 10 and FRS 128: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture Deferred

Notes to the Financial Statements30 June 2017 (continued)



2.3 Standardsissuedbutnotyeteffective(continued)

The directors expect that the adoption of the above standards and interpretations will have no material impact on the financial statements in the period of initial application.

2.4 MalaysianFinancialReportingStandards(MFRSFramework)

On 19 November 2011, the Malaysian Accounting Standards Board (MASB) issued a new MASB approved accounting framework, the MFRS Framework.

The MFRS Framework is 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 (MFRS 141) and IC Interpretation 15 Agreements for Construction of Real Estate (IC 15), including its parent, significant investor and venturer (herein defined as ‘Transitioning Entities’). However, adoption of the MFRS Framework by Transitioning Entities will only be mandatory for annual periods beginning on or after 1 January 2018.

The Group falls within the scope definition of Transitioning Entities and accordingly, will be required to prepare financial statements using the MFRS Framework in its MFRS financial statements for the year ending 30 June 2019. In presenting its first MFRS financial statements, the Group will be required to restate the comparative financial statements to amounts reflecting the application of MFRS Framework. The majority of the adjustments required on transition will be made, retrospectively, against opening retained profits.

At the date of these financial statements, the Group has not completed its quantification of the financial effects of the differences between Financial Reporting Standards and accounting standards under the MFRS Framework including MFRS 9, MFRS 141, MFRS 15 and MFRS 16. Accordingly, the consolidated financial performance and financial position as disclosed in these financial statements for the year ended 30 June 2017 could be different if prepared under the MFRS Framework.

The Group considers that it is achieving its scheduled milestones and expects to be in position to fully comply with the requirements of the MFRS Framework for the financial year ending 30 June 2019.

2.5 Basisofconsolidation

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at the reporting date. The financial statements of the subsidiaries used in the preparation of the consolidated financial statements are prepared for the same reporting date as the Company. Consistent accounting policies are applied for like transactions and events in similar circumstances.

The Company controls an investee if and only if the Company has all the following:

(i) Power over the investee (such as existing rights that give it the current ability to direct the relevant activities of the investee);

(ii) Exposure, or rights, to variable returns from its investment with the investee; and

(iii) The ability to use its power over the investee to affect its returns.




2.5 Basisofconsolidation(continued)

When the Company has less than a majority of the voting rights of an investee, the Company considers the following in assessing whether or not the Company’s voting rights in an investee are sufficient to give it power over the investee:

(i) The size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders;

(ii) Potential voting rights held by the Company, other vote holders of other parties;

(iii) Rights arising from other contractual arrangements; and

(iv) Any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meetings.

Subsidiaries are consolidated when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group transactions are eliminated in full.

Losses within a subsidiary are attributed to the non-controlling interests even if that results in a deficit balance.

Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. The resulting difference is recognised directly in equity and attributed to owners of the Company.

When the Group loses control of a subsidiary, a gain or loss calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets and liabilities of the subsidiary and any non-controlling interest, is recognised in profit or loss. The subsidiary’s cumulative gain or loss which has been recognised in other comprehensive income and accumulated in equity are reclassified to profit or loss or where applicable, transferred directly to retained profits. The fair value of any investment retained in the former subsidiary at the date control is lost is regarded as the cost on initial recognition of the investment.

Acquisitions of subsidiaries are accounted for by applying the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interests in the acquiree. The Group elects on a transaction-by-transaction basis whether to measure the non-controlling interests in the acquiree either at fair value or at the proportionate share of the acquiree’s identifiable net assets. Transaction costs incurred are expensed and included in administrative expenses.

Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Subsequent changes in the fair value of the contingent consideration which is deemed to be an asset or liability, will be recognised either in profit or loss or as a change to other comprehensive income. If the contingent consideration is classified as equity, it will not be remeasured. Subsequent settlement is accounted for within equity.




2.5 Basisofconsolidation(continued)

Businesscombinations

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree.

If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity interests in the acquiree is remeasured to fair value at the acquisition date through profit or loss.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests over the net identifiable assets accrued and liabilities assumed. If this consideration is lower than fair value of the net assets of the subsidiary acquired, the difference is recognised in profit or loss.

2.6 Subsidiaries

A subsidiary is an entity over which the Group has all the following:

(i) Power over the investee (such as existing rights that give it the current ability to direct the relevant activities of the investee);

(ii) Exposure, or rights, to variable returns from its investment with the investee; and

(iii) The ability to use its power over the investee to affect its returns.

In the Company’s separate financial statements, investments in subsidiaries are accounted for at cost less impairment losses. On disposal of such investments, the difference between net disposal proceeds and their carrying amounts is included in profit or loss.

2.7 Investmentsinjointoperations

A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets and obligations for the liabilities, relating to the arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exist only when decisions about the relevant activities require the unanimous consent of the parties sharing control.

The Group accounts for the assets, liabilities, revenues and expenses relating to its interest in a joint operation in accordance with the FRS applicable to the particular assets, liabilities, revenues and expenses.

2.8 Transactionswithnon-controllinginterests

Non-controlling interests represent the equity in subsidiaries not attributable, directly or indirectly, to owners of the Company, and is presented separately in the consolidated statement of comprehensive income and within equity in the consolidated statement of financial position, separately from equity attributable to owners of the Company.

Changes in the Company owners’ ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. In such circumstances, the carrying amounts of the controlling and non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling interest is adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the parent.




2.9 Property,plantandequipment

All items of property, plant and equipment are initially recorded at cost. The cost of an item of property, plant and equipment is recognised as an asset if, and only if, it is probable that future economic benefits associated with the item will flow to the Group and to the Company and the cost of the item can be measured reliably.

Subsequent to recognition, property, plant and equipment except for freehold land are measured at cost less accumulated depreciation and accumulated impairment losses.

Other assets consist of office equipments, furnitures, fixtures, fittings, motor vehicles, computer equipments, renovation and road reserves.

Freehold land has unlimited useful life and therefore is not depreciated. The lease periods for long term leasehold land range from 50 - 99 years. Leasehold land is amortised on a straight line basis over the periods of the respective leases.

Depreciation of other items is provided for on a straight line basis to write off the cost of each asset to its residual value over the estimated useful life, at the following annual rates:

Buildings 20%Plant, machinery and equipment 6.67%Other assets 5% - 20%

Building under construction is not depreciated as the asset is not yet available for use.

The carrying value of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable.

The residual values, useful life and depreciation method are reviewed at each financial year-end, and adjusted prospectively, if appropriate.

An item of property, plant and equipment is derecognised upon the disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on derecognition of the asset is included in the profit or loss in the year the asset is derecognised.

2.10 Biologicalassets

(i) Recognitionandmeasurement

New plantings which include land clearing, planting, field upkeep and maintenance of oil palm plantings to maturity are capitalised as biological assets. Oil palm plantings are considered matured 48 months after the date of planting. Expenditures incurred after maturity of crops are charged to profit or loss. Estate overhead expenditure (including the borrowing costs) is apportioned to profit or loss and biological assets on the basis of the proportion of mature and immature areas. Net income from scout harvesting prior to maturity is offset against biological assets.

The Group revalues its biological assets every five years and at shorter intervals whenever the fair value of the revalued assets is expected to differ materially from their carrying value.

Surplus arising from revaluation are dealt with in the revaluation reserve account. Any deficit arising is offset against the revaluation reserve to the extent of a previous increase for the same biological assets. In all other cases, a decrease in carrying amounts is charged to profit or loss.




2.10 Biologicalassets(continued)

(ii) Amortisation

No amortisation is considered necessary for biological assets as the estate is maintained through replanting programmes. The replanting expenditure is written off to profit or loss during the year when it is incurred.

2.11 Landheldforpropertydevelopmentandpropertydevelopmentcosts

(i) Landheldforpropertydevelopment

Land held for property development consists of land where no development activities have been carried out or where development activities are not expected to be completed within the normal operating cycle. Such land is classified within non-current assets and is stated at cost less any accumulated impairment losses.

Land held for property development is reclassified as property development costs at the point when development activities have commenced and where it can be demonstrated that the development activities can be completed within the normal operating cycle.

(ii) Propertydevelopmentcosts

Property development costs comprise all costs that are directly attributable to development activities or that can be allocated on a reasonable basis to such activities.

When the financial outcome of development activities can be reliably estimated, property development revenue and expenses are recognised in profit or loss by using the stage of completion method. The stage of completion is determined by the proportion that property development costs incurred for work performed to date bear to the estimated total property development costs.

Where the financial outcome of a development activity cannot be reliably estimated, property development revenue is recognised only to the extent of property development costs incurred that is probable will be recoverable, and property development costs on properties sold are recognised as an expense in the period in which they are incurred.

Any expected loss on a development project, including costs to be incurred over the defects liability period, is recognised as an expense immediately.

Property development costs not recognised as an expense is recognised as an asset, which is measured at the lower of cost and net realisable value.

The excess of revenue recognised in profit or loss over billings to purchasers is classified as accrued billings within trade receivables and the excess of billings to purchasers over revenue recognised in profit or loss is classified as progress billings within trade payables.

2.12 Impairmentofnon-financialassets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when an annual impairment assessment for an asset is required, the Group makes an estimate of the asset’s recoverable amount.




2.12 Impairmentofnon-financialassets(continued)

An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units (“CGU”)).

In assessing value in use, the estimated future cash flows expected to be generated by the asset are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Where the carrying amount of an asset exceeds its recoverable amount, the asset is written down to its recoverable amount. Impairment losses recognised in respect of a CGU or groups of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to those units or groups of units and then, to reduce the carrying amount of the other assets in the unit or groups of units on a pro-rata basis.

Impairment losses are recognised in profit or loss except for assets that are previously revalued where the revaluation was taken to other comprehensive income. In this case the impairment is also recognised in other comprehensive income up to the amount of any previous revaluation.

An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increase cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised previously. Such reversal is recognised in profit or loss unless the asset is measured at revalued amount, in which case the reversal is treated as a revaluation increase. Impairment loss on goodwill is not reversed in a subsequent period.

2.13 Inventories

Inventories represent completed houses and consumables, which are stated at the lower of cost and net realisable value.

Cost of completed houses is determined on specific identification basis and includes costs of land, construction and appropriate proportions of common cost. Cost of consumables is determined on weighted average basis.

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

2.14 Leases

(i) Aslessee

Finance lease, which transfer to the Group substantially all the risks and rewards incidental to ownership of the leased item, are capitalised at the inception of the lease at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments. Any initial direct costs are also added to the amount capitalised. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged to profit or loss. Contingent rents, if any, are charged as expenses in the periods in which they are incurred.

Lease assets are depreciated over the estimated useful life of the asset. However, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life and the lease term.




2.14 Leases(continued)

(i) Aslessee(continued)

Operating lease payments are recognised as an expense in profit or loss on a straight line basis over the lease term. The aggregate benefit of incentives provided by the lessor is recognised as a reduction of rental expense over the lease term on a straight line basis.

(ii) Aslessor

Leases where the Group retains substantially all the risks and rewards of ownership of the asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same bases as rental income.

2.15 Borrowingcosts

Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly attributable to the acquisition, construction or production of that asset. Capitalisation of borrowing costs commences when the activities to prepare the asset for its intended use or sale are in progress and the expenditures and borrowing costs are incurred. Borrowing costs are capitalised until the assets are substantially completed for their intended use or sale.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred. Borrowing costs consist of interest and other costs that the Group and the Company incurred in connection with the borrowing of funds.

2.16 Financialassets

The Group’s and the Company’s financial assets include receivables, amount due from subsidiaries, short term deposits and cash and bank balances.

Financial assets are recognised in the statements of financial position when, and only when, the Group and the Company become a party to the contractual provisions of the financial instrument and the category include loans and receivables.

When financial assets are recognised initially, they are measured at fair value, plus, in the case of financial assets not at fair value through profit or loss, directly attributable transaction costs.

The Group and the Company determine the classification of their financial assets at initial recognition and the only category is loans and receivables.

Loansandreceivables

Financial assets with fixed or determinable payments that are not quoted in an active market are classified as loans and receivables.

Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired, and through the amortisation process.

Loans and receivables are classified as current assets, except for those having maturity dates later than 12 months after the reporting date which are classified as non-current.




2.16 Financialassets(continued)

Loansandreceivables(continued)

A financial asset is derecognised when the contractual right to receive cash flows from the asset has expired. On derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that had been recognised in other comprehensive income is recognised in profit or loss.

Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the period generally established by regulation or convention in the marketplace concerned. All regular way purchases or sales of financial assets are recognised or derecognised on the trade date, the date that the Group and the Company commit to purchase or sell the asset.

2.17 Impairmentoffinancialassets

The Group and the Company assess at each reporting date whether there is any objective evidence that a financial asset is impaired.

Tradeandotherreceivables,andotherfinancialassetscarriedatamortisedcost

To determine whether there is objective evidence that an impairment loss on financial assets has been incurred, the Group and the Company consider factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments. For certain categories of financial assets, such as trade receivables, receivables that are assessed not to be impaired individually are subsequently assessed for impairment on a collective basis based on similar risk characteristics. Objective evidence of impairment for a portfolio of receivables could include the Group’s and the Company’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period and observable changes in national or local economic conditions that correlate with default on receivables.

If any such evidence exists, the amount of impairment loss is measured as the difference between the asset’s carrying amount and the estimated recoverable amount. The impairment loss is recognised in profit or loss.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable becomes uncollectible, it is written off against the allowance account.

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 to the extent that the carrying amount of the asset does not exceed its amortised cost at the reversal date. The amount of reversal is recognised in profit or loss.

2.18 Cashandcashequivalents

For the purpose of the statements of cash flows, cash and cash equivalents consist of cash at banks and on hand and short-term deposits with a maturity of three months or less, which are subject to an insignificant risk of changes in value.

Short-term fixed deposit pledged relates to the bank guarantee for project in Oakland Holdings Sdn Bhd and Pertama Land & Development Sdn Bhd.




2.19 Financialliabilities

Financial liabilities are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability.

Financial liabilities are recognised in the statements of financial position when, and only when, the Group and the Company become a party to the contractual provisions of the financial instrument. Financial liabilities of the Group and of the Company are classified as other financial liabilities.

Otherfinancialliabilities

The Group’s and the Company’s other financial liabilities include borrowings, payables, amounts due to subsidiaries, affiliates and a company with common directors and corporate shareholders.

Trade and other payables are recognised initially at fair value plus directly attributable transaction costs and subsequently measured at amortised cost using the effective interest method.

Loans and borrowings are recognised initially at fair value, net of transaction costs incurred, and subsequently measured at amortised cost using the effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

For other financial liabilities, gains and losses are recognised in profit or loss when the liabilities are derecognised, and through the amortisation process.

A financial liability is derecognised when the obligation under the liability is extinguished. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in profit or loss.

2.20 Sharecapitalandshareissuanceexpenses

An equity instrument is any contract that evidences a residual interest in the assets of the Group and of the Company after deducting all of its liabilities. Ordinary shares are equity instruments.

Ordinary shares are recorded at the proceeds received, net of directly attributable incremental transaction costs. Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in the period in which they are declared.

2.21 Contingencies

A contingent liability or asset is a possible obligation or asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of uncertain future event(s) not wholly within the control of the Group.

Contingent liabilities or assets are not recognised in the statements of financial position of the Group.

2.22 Affiliates

The Group treats the subsidiaries of its investment in a former associate as affiliates. The former associate refers to Olympia Industries Berhad (“OIB”), a corporation in which certain directors of the Company are also directors of OIB and have interest in.





2.23 Segmentreporting

For management purposes, the Group is organised into operating segments based on their products and services which are independently managed by the respective segment managers responsible for the performance of the respective segments under their charge. The segment managers report directly to the management of the Company who regularly review the segment results in order to allocate resources to the segments and to assess the segment performance. Additional disclosures on each of these segments are shown in Note 32, including the factors used to identify the reportable segments and the measurement basis of segment information.

2.24 Non-currentassetsheldforsale

Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset is available for immediate sale in its present condition subject only to terms that are usual and customary.

Immediately before classification as held for sale, the measurement of the non-current assets is brought up-to-date in accordance with applicable FRSs. Then, on initial classification as held for sale, non-current assets are measured at the lower of carrying amount and fair value less costs to sell. Any differences are included in the profit or loss.

2.25 Currentversusnon-currentclassification

The Group presents assets and liabilities in statement of financial position based on current/non-current classification. An asset is current when it is:

- Expected to be realised or intended to be sold or consumed in normal operating cycle;- Held primarily for the purpose of trading;- Expected to be realised within twelve months after the reporting period; or- Cash or cash equivalents unless restricted from being exchanged or used to settle a liability for

at least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is current when:

- It is expected to be settled in normal operating cycle;- It is held primarily for the purpose of trading;- It is due to be settled within twelve months after the reporting period; or- There is no unconditional right to defer the settlement of the liability for at least twelve months

after the reporting period.

The Group classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.




2.26 Incometaxes

(i) Currenttax

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date.

Current taxes are recognised in profit or loss except to the extent that the tax relates to items recognised outside profit or loss, either in other comprehensive income or directly in equity.

(ii) Deferredtax

Deferred tax is provided using the liability method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred tax liabilities are recognised for all temporary differences, except:

- where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit or loss nor taxable profit or loss; and

- in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised except:

- where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit or loss nor taxable profit or loss; and

- in respect of deductible temporary differences associated with investments in subsidiaries and interests in joint ventures, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax assets to be utilised. Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax assets to be utilised.

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



2.26 Incometaxes(continued)

(ii) Deferredtax(continued)

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 transaction either in other comprehensive income or directly in equity and deferred tax arising from a business combination is adjusted against goodwill on acquisition.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

2.27 Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be estimated reliably.

Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of economic resources will be required to settle the obligation, the provision is reversed. If the effect of the time value of money is material, provisions are discounted using a current pre tax rate that reflects, where appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

2.28 Employeebenefits

(i) Shorttermbenefits

Wages, salaries, bonuses and social security contributions are recognised as an expense in the year in which the associated services are rendered by employees. Short term accumulating compensated absences such as paid annual leave are recognised when services are rendered by employees that increase their entitlement to future compensated absences. Short term non-accumulating compensated absences such as sick leave are recognised when the absences occur.

(ii) Definedcontributionplans

The Group and the Company participate in the national pension schemes as defined by the laws of the countries in which it has operations. The Malaysian companies in the Group make contributions to the Employees Provident Fund in Malaysia, a defined contribution pension scheme. Contributions to defined contribution pension schemes are recognised as an expense in the period in which the related service is performed.

2.29 Foreigncurrency

(i) Functionalandpresentationcurrency

The individual financial statements of each entity in the Group are measured using the currency of the primary economies environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in RM, which is also the Group’s and the Company’s functional currency.




2.29 Foreigncurrency(continued)

(ii) Foreigncurrencytransactions

Transactions in foreign currencies are measured in the respective functional currencies of the Company and its subsidiaries and are recorded on initial recognition in the functional currencies at exchange rates approximating those ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Non-monetary items denominated in foreign currencies that are measured at historical cost are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items denominated in foreign currencies measured at fair value are translated using the exchange rates at the date when the fair value was determined.

Exchange differences arising on the settlement of monetary items or on translating monetary items at the reporting date are recognised in profit or loss except for exchange differences arising on monetary items that form part of the Group’s net investment in foreign operations, which are recognised initially in other comprehensive income and accumulated under foreign currency translation reserve in equity. The foreign currency translation reserve is reclassified from equity to consolidated statement of comprehensive income on disposal of the foreign operation.

Exchange differences arising on the translation of non-monetary items carried at fair value are included in profit or loss for the period except for the differences arising on the translation of non-monetary items in respect of which gains and losses are recognised in other comprehensive income. Exchange differences arising from such non-monetary items are also recognised in other comprehensive income.

2.30 Financialguaranteecontracts

As at reporting date, no values are placed on corporate guarantees provided by the Company to secure bank loans and other banking facilities granted to its subsidiaries where such loans and banking facilities are fully collateralised by fixed and floating charges over the property, plant and equipment and other assets of the subsidiaries and where the directors regard the value of the credit enhancement provided by the corporate guarantees as minimal.

Financial guarantee contracts issued by the Group are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the best estimate of the expenditure required to settle the present obligation at the reporting date and the amount recognised less cumulative amortisation.

2.31 Revenuerecognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:

(i) Developmentproperties

Revenue from sale of properties is accounted for by the stage of completion method as described in Note 2.11.




2.31 Revenuerecognition(continued)

(ii) Completedproperties/landheldforpropertydevelopment

Revenue from sale of completed properties/land held for property development is recognised in profit or loss when the significant risks and rewards of ownership have been transferred to the buyer.

(iii) Saleofgoods

Revenue is recognised net of sales taxes and upon transfer of significant risks and rewards of ownership to the buyer. Revenue is not recognised to the extent where there are significant uncertainties regarding recovery of the consideration due, associated costs or the possible return of goods.

(iv) Rentalincome

Rental income is recognised on accrual basis.

(v) Dividendincome

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

(vi) Managementfees

Management fees are recognised when services are rendered.

(vii) Gainfromsettlementofalitigationclaim

Gain from a litigation claim is recognised when it is probable that the economic benefits associated with the transaction will flow to the entity.

2.32 Fairvaluemeasurement

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. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

(i) In the principal market for the asset or liability, or

(ii) In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible to by the Group and the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participant act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market 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.

The Group and the Company use valuation techniques that appropriate in circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.




2.32 Fairvaluemeasurement(continued)

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

(i) Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities

(ii) Level 2 – Valuation techniques for the lowest level input that is significant to the fair value measurement is directly or indirectly observable

(iii) Level 3 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For the purposes of fair value disclosures, the Group and the Company have determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the assets or liabilities and the level of the of fair value hierarchy as explained above.

2.33 Significantaccountingestimatesandjudgments

(a) Criticaljudgmentsmadeinapplyingaccountingpolicies

The following are the judgments made by management in the process of applying the Group’s accounting policies that have significant effect on the amounts recognised in the financial statements.

Impairmentofbuildingunderconstruction

As disclosed in Note 14, the development of the Duta Grand Hotel project (“the Property”) had been suspended since the previous financial years. The directors of the Group and of the Company are of the view that there is no impairment on its current carrying amount as the directors’ estimated market value of the Property exceed its total carrying amount.

When estimating the fair value less cost to sell of the construction in progress, the management considered the valuers’ inputs to the valuation of the property. These include the appropriateness of the valuation model and the key assumptions used by the valuers.

Based on the impairment review, there is no impairment as the fair value of the Property exceed its total carrying amount.

(b) Keysourcesofestimationuncertainty

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

(i) Depreciationofproperty,plantandequipment

The cost of property, plant and equipment, is depreciated on a straight-line basis over the assets’ useful lives. Management estimates the useful lives of these plant, machinery and equipment to be within 5% to 20% of annual rates. These are common life expectancies applied in the industry.




2.33 Significantaccountingestimatesandjudgments(continued)

(b) Keysourcesofestimationuncertainty(continued)

(i) Depreciationofproperty,plantandequipment(continued)

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. Details of property, plant and equipment are disclosed in Note 14.

A 10% difference in the average useful lives of these assets from management’s estimates would result in approximately 10% (2016: 10%) variance in the profit for the year.

(ii) Incometaxes

Judgment is involved in determining the provision for income taxes. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business.

The Group recognises liabilities for expected tax based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recognised, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. Details of income taxes are disclosed in Note 12.

(iii) Impairmentofloansandreceivables

The Group assesses at each reporting date whether there is any objective evidence that a financial asset is impaired. To determine whether there is objective evidence of impairment, the Group considers factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments.

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. The carrying amount of the Group’s loans and receivables at the reporting date is disclosed in Note 22.

(iv) Impairmentofinvestmentinsubsidiariesandrecoverabilityofamountowingbysubsidiaries

Based on the impairment assessment performed by the directors of the Group, indications of impairment exist as at year end as the carrying amount of certain investments were higher than the fair value of the investees’ assets.




2.33 Significantaccountingestimatesandjudgments(continued)

(b) Keysourcesofestimationuncertainty(continued)

(iv) Impairmentofinvestmentinsubsidiariesandrecoverabilityofamountowingbysubsidiaries(continued)

The Company performed an impairment assessment to determine the recoverable amount of the investment in Duta Grand Hotels Sdn Bhd (“DGH”) and amount due from DGH. Considering DGH’s underlying assets comprise the Duta Grand Hotel (“the Property”), the management estimated the recoverable amount of both investment in DGH and amount due from DGH, using fair value less cost to sell of the Property.

Hence, the management engaged a firm of independent valuers to assess the fair value less cost to sell of the Property.

Management’s process to estimate the recoverable amount of investment in DGH and amount due from DGH were significant to our audit because management considered the valuers’ inputs to the valuation of the Property. These include the appropriateness of the valuation model and the key assumptions used by the valuers.

Impairment review has been carried out on investment in subsidiaries by the Company during the year. During the financial year, impairment of investment in subsidiaries amounted to RM826,000 (2016: Nil) has been charged to profit or loss of the Company.

During the financial year, the allowances made on amounts owing by subsidiaries charged to profit or loss were RM451,000 (2016: RM2,708,000).

3. Revenue

Revenue of the Group consists of the following:

Group 2017 2016 RM’000 RM’000

Sale of development properties 658 80Sale of freehold land 81,200 -Property management fees 25 63

81,883 143



4. Otherincome

Other income comprises the following: Group Company 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000

Unrealised foreign exchange gain 14 12 2 -Realised foreign exchange gain 2 - - -Gain on disposal of property, plant and equipment - 14,785 - 25Rental income from premises 809 730 - -Write back of provision for property development

costs - 288 - -Bad debt recovered 125 - - -Reversal of commission payable 230 - 230 -Sundry income 166 129 - -Waiver of amount due to subsidiary - - 2,660 -Reversal of allowance for doubtful debts on

amount due from subsidiaries (Note 20) - - 1,458 -

1,346 15,944 4,350 25

5. Depreciation Group Company 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000

Depreciation on property, plant and equipment 2,984 2,985 8 9

- Continuing 251 241 8 9- Discontinuing 2,733 2,744 - -

6. Staffcosts Group Company 2017 2016 2017 2016Continuingoperations: RM’000 RM’000 RM’000 RM’000

Wages and salaries 5,547 6,321 3,249 3,693Pension costs - defined contribution plans 533 702 310 391Social security costs 41 39 23 20Short term accumulating compensated absences, net 8 (13) 10 (8)Other staff related expenses 174 455 88 106

6,303 7,504 3,680 4,202

Discontinuingoperations: Wages and salaries 15,376 15,070 - - Pension costs - defined contribution plans 479 490 - - Social security costs 29 24 - -

15,884 15,584 - -

Total 22,187 23,088 3,680 4,202



6. Staffcosts(continued)

Included in the staff costs of the Group and of the Company are remuneration paid to executive directors of the Company amounting to RM2,327,000 (2016: RM2,424,000) and RM701,000 (2016: RM744,000) respectively as further disclosed in Note 7.

7. Directors’remuneration Group Company 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000Continuingoperations:

Executive:Salaries and other emoluments (Note 6) 1,176 1,260 701 744Benefits-in-kind 152 138 152 137

1,328 1,398 853 881

Non-executive:Fees (Note 10) 192 192 192 192Other emoluments 12 15 12 15

204 207 204 207

Discontinuingoperations:

Executive:Salaries and other emoluments (Note 6) 1,151 1,164 - -Benefits-in-kind 38 31 - -

1,189 1,195 - -

Total 2,721 2,800 1,057 1,088

Analysis of total directors’ remunerationexcluding benefits-in-kind:- Executive 2,327 2,424 701 744- Non-executive 204 207 204 207

Total directors’ remuneration excludingbenefits-in-kind 2,531 2,631 905 951

The number of directors of the Company whose total remuneration during the financial year fell within the following bands is analysed below: Numberofdirectors 2017 2016Executive directors:

RM1,050,001 - RM1,100,000 1 1RM1,400,001 - RM1,450,000 1 -RM1,500,001 - RM1,550,000 - 1

Non-executive directors:RM50,000 and below 3 2RM50,001 - RM100,000 2 3



8. Allowanceforimpairmentonreceivables


Allowance for impairment:- Amounts due from subsidiaries (Note 20) - - 451 2,708- Other receivables (Note 22(b)) 138 130 - -

138 130 451 2,708

9. Impairmentloss

Company 2017 2016 RM’000 RM’000

Impairment loss on investment in subsidiaries (Note 17) 826 -

10. Profit/(loss)fromoperations

Profit/(loss) from operations are arrived at after charging:


Auditors’ remuneration:Auditors of the Company:

- statutory audit 245 247 78 78

- Continuing 213 215 - -- Discontinuing 32 32 - -

- other services 18 18 10 10Other auditors’:

- statutory audit 8 8 - -Directors’ fees of non-executive directors

of the Company (Note 7) 192 192 192 192Realised foreign exchange loss - 7 - 6Unrealised foreign exchange loss 164 180 - -Property, plant and equipment written off 9 5 - -

- Continuing - 1 - -- Discontinuing 9 4 - -

Rental expense for premises 731 870 435 444

- Continuing 690 843 - -- Discontinuing 41 27 - -

Loss on striking off a subsidiary - 3 - -



11. Financeexpense/(income),net


Interest expense on:- Term loans 220 - - -- Hire purchase and finance lease liabilities 18 19 - -- Others 219 4 - -

Total interest expense 457 23 - -

Interest income (19) (54) (4) (38)

438 (31) (4) (38)

12. Incometaxexpense

Majorcomponentsofincometaxexpense

The major components of income tax expense for the years ended 30 June 2017 and 2016 are:


Continuingoperations:

Incometax:Malaysian income tax 4,305 414 - -Underprovision in prior years 4,740 1,412 4,775 -

9,045 1,826 4,775 -

Realpropertygaintax:Overprovision of prior years (171) - - -

DeferredtaxRelating to origination and reversal of temporary

differences (44) - - -

Total income tax expense, from continuing operations 8,830 1,826 4,775 -



12. Incometaxexpense(continued)

Majorcomponentsofincometaxexpense(continued)

The major components of income tax expense for the years ended 30 June 2017 and 2016 are: (continued)


Discontinuingoperations:

Incometax:Malaysian income tax 3,360 814 - -Underprovision in prior years 10 413 - -

3,370 1,227 - -

DeferredtaxRelating to origination and reversal of temporary

differences (1,181) (1,275) - -(Over)/underprovided in prior year (1,198) 1,275 - -

(2,379) - - -

Total income tax expense, from discontinuing operations (Note 24) 991 1,227 - -

Total income tax expense 9,821 3,053 4,775 -

Domestic income tax is calculated at the Malaysian statutory tax rate of 24% of the estimated assessable profit for the year.

Reconciliationbetweentaxexpenseandaccountingprofit

The reconciliations between tax expense and the product of accounting profit multiplied by the applicable corporate tax rate for the years ended 30 June 2017 and 2016 are as follows:


Profit/(loss) before tax - Continuing 10,383 (2,022) (4,777) (9,484)- Discounting 11,048 2,268 - -

21,431 66 (4,777) (9,484)

Taxation at Malaysian statutory tax rate of 24% 5,143 16 (1,146) (2,276)Income not subject to tax (11) (122) - -Expenses not deductible for tax purposes 2,632 1,590 1,146 2,276Utilisation of previously unrecognised tax losses

and unabsorbed capital allowances (2,370) (50) - -Deferred tax assets not recognised during the year 1,046 1,283 - -Difference in tax arising from Real Property Gains Tax - (2,764) - -Under/(over) provision in prior years:

- Malaysian income tax 4,750 1,825 4,775 -- Deferred tax (1,198) 1,275 - -- Real property gain tax (171) - - -

Income tax expense recognised in profit or loss 9,821 3,053 4,775 -



12. Incometaxexpense(continued)

Deferred tax assets have not been recognised in respect of the following items:

Group 2017 2016 RM’000 RM’000

Unutilised tax losses 76,334 81,874Unabsorbed capital allowances 168 165Others 38,937 38,916

115,439 120,955

The availability of the unutilised tax losses and unabsorbed capital allowances for offsetting against future taxable profits of the respective subsidiaries are subject to no substantial changes in shareholdings of those subsidiaries under the Income Tax Act, 1967 and guidelines issued by the tax authority.

Deferred tax assets have not been recognised in respect of these items as they may not be used to offset taxable profits of other companies in the Group and they have arisen in companies that have recent histories of losses.

13. Earningpershare

(a) Basic

Basic earning per share amounts are calculated by dividing profit/(loss) for the year, net of tax, attributable to owners of the parent by the weighted average number of ordinary shares in issue during the financial year.

2017 2016 RM’000 RM’000 Profit/(loss) net of tax attributable to owners of the parent

- Continuing 2,832 (4,760) - Discontinuing 10,057 1,041

12,889 (3,719)

2017 2016 ’000 ’000

Weighted average number of ordinary shares in issue 846,118 846,118

2017 2016 Sen Sen Basic earning per ordinary share

- Profit from continuing operations 0.3 (0.5) - Profit from discontinuing operations 1.2 0.1 1.5 (0.4)

(b) Diluted

There is no dilutive effects on earnings per share as the Company does not have any potential dilutive ordinary shares as at the reporting date.

There have been no other transactions involving ordinary shares as potential dilutive ordinary shares between the reporting date and the date of these financial statements.



14. Property,plantandequipment Plant, Longterm machinery Building Freehold leasehold and under Other land Buildings land equipment construction assets TotalGroup RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At30June2017

Cost

At 1 July 2016 70,000 12,305 108,087 - 263,902 19,678 473,972Additions - 36 - - 282 143 461Disposals - - - - - (121) (121)Write-offs - (80) - - - (600) (680)Transfer to non-current

assets held for sale (Note 24) - (12,261) (103,460) - - (13,597) (129,318)

At 30 June 2017 70,000 - 4,627 - 264,184 5,503 344,314

Accumulateddepreciationandimpairmentlosses

At 1 July 2016 - 11,805 14,331 - - 15,517 41,653Charge for the year - 217 1,588 - - 1,179 2,984Disposals - - - - (121) (121)Write-offs - (80) - - - (591) (671)Transfer to non-current

assets held for sale (Note 24) - (11,942) (15,424) - - (11,065) (38,431)

At 30 June 2017 - - 495 - - 4,919 5,414

Netcarryingamount

At 30 June 2017 70,000 - 4,132 - 264,184 584 338,900

At30June2016

Cost

At 1 July 2015 70,000 12,315 110,522 39 262,798 20,832 476,506Additions - 40 - - 1,104 2,313 3,457Disposals - - (2,435) (39) - (2,581) (5,055)Write-offs - (50) - - - (886) (936)

At 30 June 2016 70,000 12,305 108,087 - 263,902 19,678 473,972

Accumulateddepreciationandimpairmentlosses

At 1 July 2015 - 11,543 13,434 39 - 17,648 42,664Charge for the year - 312 1,441 - - 1,232 2,985Disposals - - (544) (39) - (2,482) (3,065)Write-offs - (50) - - - (881) (931)

At 30 June 2016 - 11,805 14,331 - - 15,517 41,653

Netcarryingamount

At 30 June 2016 70,000 500 93,756 - 263,902 4,161 432,319



14. Property,plantandequipment(continued)

Other assets RM’000

Company

At30June2017

Cost

At 1 July 2016/30 June 2017 3,039

Accumulateddepreciation

At 1 July 2016 3,011Charge for the year 8

At 30 June 2017 3,019

Netcarryingamount

At 30 June 2017 20

At30June2016

Cost

At 1 July 2015 3,937Additions 18Disposals (916)

At 30 June 2016 3,039

Accumulateddepreciation

At 1 July 2015 3,918Charge for the year 9Disposals (916)

At 30 June 2016 3,011

Netcarryingamount

At 30 June 2016 28



14. Property,plantandequipment(continued)

(a) Assetsheldunderfinanceleaseandhirepurchasearrangements

During the year, the Group and the Company acquired property, plant and equipment by the following means:


Hire purchase and lease payables arrangements - 1,762 - -

Cash purchases 461 1,695 - 18

461 3,457 - 18

Net carrying amounts of property, plant and equipment of the Group held under hire purchase and finance lease arrangements are as follows:

Group 2017 2016 RM’000 RM’000

Motor vehicles 390 2,157

(b) TitleofleaseholdlandnottransferredtotheGroup

Titles of certain leasehold land of the Group with total net carrying amount of RM2,513,000 (2016: RM2,552,000) are either in the process of being transferred to the Group or have not been issued yet as conditions established in the title documents have not been met.

(c) Buildingunderconstruction

Certain freehold land and building under construction relates to the construction of Duta Grand Hotel project (“the Property”) with carrying value of RM70,000,000 (2016: RM70,000,000) and RM264,184,000 (2016: RM263,902,000) respectively are related to construction in progress. The development of the Property had been suspended since the previous financial years when the disbursement of a financing facility was halted.

For the purpose of impairment review, the recoverable amount of the Property was determined using comparison and residual methods. This means that the valuation performed by the valuer is based on active market prices, adjusted for differences in the nature, location or condition of the specific property.

(d) Otherassets

Other assets of the Group and of the Company consist of office equipments, furnitures, fixtures, fittings, motor vehicles, computer equipments, renovation and road reserves.




15. Biologicalassets

Group 2017 2016 RM’000 RM’000

Atvaluation

At 1 July 2016/2015 261,542 260,000Additions 416 1,542Transfer to non-current assets held for sale (Note 24) (261,958) -

At 30 June - 261,542

Revaluationofbiologicalassets

The biological assets were revalued in September 2015 by a registered valuer, C H Williams Talhar & Wong (“CHWTW”), based on the present market value basis at an amount of RM260,000,000. Surplus arising from valuation was credited to revaluation reserve in the previous financial year.

Had the revalued assets been carried under the cost model, the carrying amount would have been Nil (2016: RM103,858,000).

16. Landheldforpropertydevelopment

Development Freehold Leasehold expenditure land land Total RM’000 RM’000 RM’000 RM’000

Group

At30June2017

CostAt 1 July 2016 29,481 210,354 24 239,859Additions 818 15,248 - 16,066Transfer from property development costs

(Note 18) 6,053 732 - 6,785Disposal - (226) - (226)

At 30 June 2017 36,352 226,108 24 262,484

Carryingamountat30June2017 36,352 226,108 24 262,484


16. Landheldforpropertydevelopment(continued)

Development Freehold Leasehold expenditure land land TotalGroup RM’000 RM’000 RM’000 RM’000

At30June2016

CostAt 1 July 2015 29,136 210,354 24 239,514Additions 345 - - 345

At 30 June 2016 29,481 210,354 24 239,859

Carryingamountat30June2016 29,481 210,354 24 239,859

Certain freehold land held for property development amounting to RM6,785,000 (2016: Nil) and RM28,558,000 (2016: RM28,558,000) respectively had been pledged to third parties as security for loan obtained as disclosed in Note 25 and for loan obtained by its joint operation as disclosed in Note 33.

17. Investmentinsubsidiaries

Company 2017 2016 RM’000 RM’000

Investments in unquoted shares, at cost 736,869 736,869Less: Accumulated impairment losses (373,363) (372,537)Discount on loan to a subsidiary 2,838 2,838

366,344 367,170

Movement in accumulated impairment losses account:

Company 2017 2016 RM’000 RM’000

At 1 July 2016/2015 372,537 372,537Impairment loss on investment in subsidiaries (Note 9) 826 -

At 30 June 373,363 372,537



17. Investmentinsubsidiaries(continued)

Details of the subsidiaries are as follows:

Equityinterest Paid-up Countryof heldbythe ordinaryshare PrincipalNameofsubsidiaries incorporation Company(%) capital activities

2017 2016

Sea Resorts Malaysia 100 100 RM2,400,002 Investment Development holding Sdn. Bhd.

Oakland Holdings Malaysia 100 100 RM19,000,000 Property Sdn. Bhd. development

Mycom (BVI) Ltd. British Virgin 100 100 USD25,000,000 Investment Islands holding and trading in securities

* Duta Plantations Malaysia 100 100 RM1,000,000 Investment Sdn. Bhd. holding

Duta Grand Hotels Malaysia 76 76 RM291,629,960 Property Sdn. Bhd. investment

UNP Plywood Malaysia 92 92 RM115,645,154 Dormant Sdn. Bhd.

Mycom Capital British Virgin 100 100 USD2 Dormant (BVI) Ltd. Islands

Pacific Forest Malaysia 75 75 RM49,329,817 Dormant Industries Sdn. Bhd.

Olympia Land Malaysia 100 100 RM31,501,400 Property Berhad investment, development and management

^ Salhafa Malaysia 100 100 RM8,000,000 Property Sdn. Berhad development(in liquidation)

KH Estates Malaysia 100 100 RM1,000,000 Property Sdn. Bhd. investment

* Rambai Realty Malaysia 100 100 RM50,000 Investment Sdn. Bhd. holding and property development





2017 2016

City Properties Malaysia 100 100 RM2 Property Development development Sdn. Bhd. and property investment

Mascon Malaysia 100 100 RM3,200,000 Dormant Construction Sdn. Bhd.

SubsidiariesofOaklandHoldingsSdn.Bhd.

Jiwa Realty Malaysia 51 51 RM1,000,000 Property Sdn. Bhd. development

* Merchant Square Malaysia 100 100 RM2 Property Sdn. Bhd. management

SubsidiariesofDutaPlantationsSdn.Bhd.

Labuk Estate Malaysia 100 100 RM3 Dormant Sdn. Bhd.

Labuk Plantation Malaysia 100 100 RM3 Dormant Sdn. Bhd.

Labukpalm Malaysia 100 100 RM3 Dormant Sdn. Bhd.

Ladang Anak Jati Malaysia 100 100 RM3 Dormant Sdn. Bhd.

Majusa Malaysia 100 100 RM3,000 Dormant Sdn. Bhd.

Moyog Properties Malaysia 100 100 RM3 Dormant Sdn. Bhd.

Pertama Land & Malaysia 100 100 RM10,000,000 Cultivation of Development oil palm and Sdn. Bhd. sales of oil palm fresh fruit bunches





2017 2016

SubsidiariesofDutaPlantationsSdn.Bhd.(continued)

Tawai Estate Malaysia 100 100 RM3 Dormant Sdn. Bhd.

Telupid Plantation Malaysia 100 100 RM3 Dormant Sdn. Bhd.

Telupid Estate Malaysia 100 100 RM3 Dormant Sdn. Bhd.

SubsidiaryofDutaGrandHotelsSdn.Bhd.

* Tegas Komposit Malaysia 100 100 RM2 Property Sdn. Bhd. investment

SubsidiariesofOlympiaLandBerhad

M B Properties Malaysia 100 100 RM1,500,000 Property Sdn. Bhd. investment and development

* ^ Guya Management Malaysia 100 100 RM2 Dormant Sdn. Bhd.(in liquidation)

Olympia Property Malaysia 100 100 RM2 Property Services management Sdn. Bhd.

* ^ Olympia Malaysia 100 100 RM2 Dormant Waterfront Sdn. Bhd.(in liquidation)

Olympia Leasing Malaysia 100 100 RM1,500,000 Dormant Sdn. Bhd.





2017 2016

SubsidiariesofKHEstatesSdn.Bhd.

KH Land Malaysia 100 100 RM1,000,000 Property Sdn. Bhd. development

Kenny Heights Malaysia 58 58 RM100 Investment Central holding Sdn. Bhd.

SubsidiaryofKHLandSdn.Bhd.

Herald Privilege Malaysia 100 100 RM2 Dormant Sdn. Bhd.

SubsidiaryofKennyHeightsCentralSdn.Bhd.

Kenny Heights Malaysia 100 100 RM2 Dormant Westcity Sdn. Bhd.

* Audited by firms of auditors other than Ernst & Young.

^ The Company is in the process of striking-off pursuant to the Companies Act, 2016.




(a) Summarised financial information of Duta Grand Hotels Sdn. Bhd. (“DGH”), Pacific Forest Industries Sdn. Bhd. (“PFI”) and UNP Plywood Sdn. Bhd. (“UNP”) which have material non-controlling interests are set out below. The summarised financial information presented below is the amount before inter-company elimination. (i) Summarised statements of financial position

DGH PFI UNP 2017 2016 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Non-current assets 334,187 333,906 - - - - Current assets 4,852 4,975 2 2 37,989 38,313

Total assets 339,039 338,881 2 2 37,989 38,313 Non-current liabilities 22,683 38,077 - - - Current liabilities 86,011 84,512 41,278 41,080 1,879 1,850

Total liabilities 108,694 122,589 41,278 41,080 1,879 1,850 Net assets/(liabilities) 230,345 216,292 (41,276) (41,078) 36,110 36,463 Equity/(deficit) attributable to owners of the Company 175,062 164,382 (30,957) (30,808) 33,221 33,546Non-controlling interests 55,283 51,910 (10,319) (10,270) 2,889 2,917

230,345 216,292 (41,276) (41,078) 36,110 36,463

(ii) Summarised statements of comprehensive income


Revenue - - - - - -

Profit/(loss) for the year, representing total comprehensive income/ (loss) for the year 4,364 (3,453) (197) 3,640 (354) 8,603 Total comprehensive income/(loss) attributable to owners of the Company 3,317 (2,623) (148) 2,736 (326) 7,933 Total comprehensive income/(loss) attributable to non-controlling interests 1,047 (830) (49) 904 (28) 670 4,364 (3,453) (197) 3,640 (354) 8,603




(a) Summarised financial information of Duta Grand Hotels Sdn. Bhd. (“DGH”),Pacific Forest Industries Sdn. Bhd. (“PFI”) and UNP Plywood Sdn. Bhd. (“UNP”) which have material non-controlling interests are set out below. The summarised financial information presented below is the amount before inter-company elimination (continued)

(iii) Summarised statements of cash flows


Profit/(loss) before tax 4,367 (3,453) (197) 3,850 (525) 9,045 Adjustments for non-cash items (5,648) 2,629 (21) (4,400) (10,350)Changes in working capital 249 (472) (218) (5,544) 530 (8,300)Income tax paid (7) - - (210) - (4,459)

Net cash (used in)/ generated from operating activities (1,039) (1,296) (436) (6,304) 5 (14,064)Net cash (used in)/ generated from investing activities (282) (1,104) 437 6,304 - 14,034 Net cash generated from financing activities 1,187 2,499 - - - -

Net (decrease)/ increase in cash and cash equivalents (134) 99 1 - 5 (30)Cash and cash equivalents at beginning of the year 136 37 - - 24 54

Cash and cash equivalents end of the year 2 136 1 - 29 24



18. Propertydevelopmentcosts

Group 2017 2016 RM’000 RM’000

At 1 July 2016/2015:Freehold land 1,225 38,349Development costs 10,632 28,178

11,857 66,527

Cost incurred during the year:Development costs 2,241 1,478

Transfer to land held for property development (Note 16):Freehold land (732) - Development costs (6,053) -

(6,785) -

Transfer to non-current assets held for sale (Note 24):Freehold land - (37,124)Development costs (36) (19,024)

(36) (56,148)

At 30 June 7,277 11,857

During the current financial year, the Group transferred property development costs with carrying amount of RM6,785,000 (2016: Nil) to land held for property development as the development activities were not expected to be completed within the Group’s normal operating cycle.

Freehold land and property development cost amounting to RM7,277,000 (2016: Nil) have been pledged to third party as security for loan obtained as further disclosed in Note 25.

19. Inventories

Group 2017 2016 RM’000 RM’000

At cost:Completed houses 10,766 10,850 Consumables 1,271 1,040

12,037 11,890

During the year, the costs of inventories recognised as an expense amounted to RM85,000 (2016: RM42,000).



20. Duefrom/(to)subsidiaries

Company 2017 2016 RM’000 RM’000

Due from subsidiaries 437,349 440,124 Less: Allowance for impairment (54,945) (55,952)

382,404 384,172

Due to subsidiaries (271,392) (276,345)

The above balances which are non-trade advances given to/(received from) subsidiaries are unsecured, interest-free and repayable on demand except for an amount of RM69,638,000 (2016:Nil) which has no fixed term of repayment.

Amount due from subsidiaries are analysed as follow:

Company 2017 2016 RM’000 RM’000

Non current 69,638 - Current 312,766 384,172

382,404 384,172

Movement in allowance accounts:

Company 2017 2016 RM’000 RM’000

At 1 July 2016/2015 55,952 53,244 Charge for the year (Note 8) 451 2,708 Reversal (Note 4) (1,458) -

At 30 June 54,945 55,952

21. Duetoaffiliates


Due to affiliates 3,575 1,944 1,866 1,118

The amounts due to affiliates are non-trade in nature, unsecured, interest free and repayable on demand.



22. Receivables


Tradereceivables(a)Third parties 5,976 6,695 916 916 Stakeholder sums 1,754 1,754 - -

7,730 8,449 916 916 Less: Allowance for impairment (3,528) (3,528) (916) (916)

4,202 4,921 - -

OtherreceivablesOther receivables (b) 14,453 15,639 2,595 4,592 Amount due from a company with common

directors and corporate shareholders (c) 64 64 64 64 Amount due from a joint venturer (d) 85,474 27,171 - -

99,991 42,874 2,659 4,656 Less: Allowance for impairment (11,740) (11,602) (1,436) (1,436)

88,251 31,272 1,223 3,220

Total receivables 92,453 36,193 1,223 3,220 Less: Prepayments (64) (73) (46) (43)

Total loans and receivables 92,389 36,120 1,177 3,177

(a) Tradereceivables

Trade receivables are non-interest bearing and are generally on 14 to 90 days (2016: 14 to 90 days) terms. They are recognised at their original invoice amounts which represent their fair values on initial recognition.

Ageing analysis of the Group’s and of the Company’s trade receivables is as follows:


Neither past due nor impaired 3,966 4,709 - - Past due not impaired:

- 1 to 30 days 2 2 - - - More than 121 days 234 210 - -

4,202 4,921 - - Impaired 3,528 3,528 916 916

7,730 8,449 916 916



22. Receivables(continued)

(a) Tradereceivables(continued)

Receivables that are neither past due nor impaired

Trade receivables that are neither past due nor impaired are creditworthy debtors with good payment records with the Group.

Receivables that are past due but not impaired

The Group has trade receivables amounting to RM236,000 (2016: RM212,000) that are past due at the reporting date but not impaired. Based on credit history, there are no indications as at reporting date that these customers will not be able to meet their obligations.

Receivables that are impaired

The Group’s trade receivables that are impaired have been individually determined.

These trade receivables relate to debtors that are in significant financial difficulties and have defaulted on payments. These receivables are not secured by any collateral or credit enhancements.

There are no movement in the trade receivables nominal accounts that are impaired and also allowance accounts.

(b) Otherreceivables

Gross amount of other receivables comprises:


Advances 2,189 2,189 939 939 Refundable deposits 2,341 1,697 921 921 Sundry receivables 9,859 11,680 689 2,689 Prepayments 64 73 46 43

14,453 15,639 2,595 4,592

In previous year, an amount of RM2,000,000 receivable from the Sabah State Government pursuant to the compulsory acquisition of the Company’s leasehold land was included in sundry receivables of the Group and of the Company.

Movement in other receivables’ allowance accounts:


At 1 July 2016/2015 11,602 11,472 1,436 1,436 Charge for the year (Note 8) 138 130 - -

At 30 June 11,740 11,602 1,436 1,436



22. Receivables(continued)

(c) Amountduefromacompanywithcommondirectorsandcorporateshareholders

Amount due from a company with common directors and corporate shareholders is from Olympia Industries Berhad. The amount is unsecured, non-interest bearing and repayable on demand.

(d) Amountduefromajointventurer

The amount due from a joint venturer relates to receivables from Olympia Properties Sdn. Bhd., a wholly-owned subsidiary of Olympia Industries Berhad. The amount is unsecured, non-interest bearing and repayable on demand. The details of the joint operations are further disclosed in Note 33.

23. Cashandcashequivalents


Cash and bank balances 9,141 11,586 88 2,784 Deposits with licensed banks

- Performance guarantee granted to third parties 444 440 134 130 - Not pledged 4 102 - -

448 542 134 130

9,589 12,128 222 2,914 Less: Performance guarantee granted to third parties (444) (440) (134) (130)

Cash and cash equivalents 9,145 11,688 88 2,784

Included in cash and bank balances of the Group is an amount of RM323,000 (2016: RM319,000) held pursuant to Section 7A of the Housing Developers (Control and Licensing) Act, 1966 and is restricted from use in other operations.

The range of effective interest rate for the bank deposit per annum is as follows:

Group Company 2017 2016 2017 2016 % % % %

Licensed banks 2.95 to 3.35 2.80 to 3.45 3.29 3.28

The range of number of days remaining to maturity for the bank deposits as at the reporting date is as follows:

Group Company 2017 2016 2017 2016 Days Days Days Days

Licensed banks 6 to 277 1 to 277 277 277



24. Non-currentassetsclassifiedasheldforsale

Group 2017 2016 Note RM’000

At1July2016/2015 56,148 3,684 Transfer from property development cost (Note 18) (a) 36 56,148 Transfer from property, plant and equipment (Note 14) (b) 90,887 - Transfer from biological assets (Note 15) (b) 261,958 -Write back of provision for property development cost (3,272) -Recognised as cost of lands sold (52,911) (3,684) At 30 June 352,846 56,148

Reserve attributable to assets classified as held for sale (Note 27) 107,388 -

Notea

For the year ended 30 June 2016, the non-current assets classified as held for sale of the Group represent the freehold land and development cost located in Kuala Lumpur held by the joint venture between KH Estates Sdn Bhd (“KHESB”) and Olympia Properties Sdn Bhd, with a carrying amount of RM52,911,000 (2016: RM56,148,000). The disposal was completed during the current financial year.

Noteb

The non-current assets classified as held for sale of the Group represent the leasehold land, buildings, biological assets and other assets located in Labuk and Sugut, Sabah held by Pertama Land & Development Sdn Bhd (“PLDSB”), with the carrying amount of RM352,845,000. The disposal of assets is currently in progress as per Note 38.

Accordingly, those property, plant and equipments have been classified as non-current assets held for sale on the consolidated statement of financial position of the Group. The results of PLDSB are presented separately on the statement of comprehensive income as “Profit from discontinuing operation, net of tax”.

Statements of comprehensive income disclosuresThe results of the discontinuing operations in PLDSB, net of intercompany transactions, are as follows:

Group 2017 2016 RM’000 RM’000

Revenue 48,498 37,645 Expenses (33,081) (33,599)

Profit from operations 15,417 4,046 Other income 170 307 Operating and administrative expenses (4,539) (2,085)

Profit before tax from discontinuing operations 11,048 2,268 Taxation (991) (1,227)

Profit from discontinuing operations, net of tax 10,057 1,041



24. Non-currentassetsclassifiedasheldforsale(continued)

Statements of cash flows disclosuresThe cash flows attributable to discontinuing operations in PLDSB, net of intercompany transactions, are as follows:

Group 2017 2016 RM’000 RM’000

Operating 2,466 4,014 Investing (564) (1,583)Financing (619) (1,027)

Net cash inflows 1,283 1,404

25. Borrowings

Group 2017 2016 RM’000 RM’000

Shorttermborrowings

Secured:Term loan 1,064 - Hire purchase and lease payables (Note 28) 582 646

Totalshorttermborrowings 1,646 646

Longtermborrowings

Secured:Term loan 1,936 - Hire purchase and lease payables (Note 28) 959 1,525

Totallongtermborrowings 2,895 1,525

Totalborrowings

Term loan 3,000 - Hire purchase and lease payables (Note 28) 1,541 2,171

4,541 2,171



25. Borrowings(continued)

Termloan

The maturities of the borrowings as at 30 June 2017 are as follows:

Group 2017 2016 RM’000 RM’000

Within one year 1,064 - More than 1 year and less than 2 years 1,532 - More than 2 years and less than 5 years 404 -

3,000 -

The term loan of the Group bears interest at 8.8% per annum and is secured against land held for property development (Note 16) and property development cost (Note 18).

26. Payables

Group Company 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000TradepayablesThird parties 12,499 11,282 - -

OtherpayablesAccruals 6,938 3,553 2,409 374 Sundry payables 9,996 20,029 1,530 1,688 16,934 23,582 3,939 2,062

Total payables 29,433 34,864 3,939 2,062

Tradepayables

The normal trade credit terms granted to the Group range from 30 to 90 days (2016: 30 to 90 days).

Otherpayables-sundrypayables

In previous year, sundry payables of the Group included the deposit received on the disposal of Parcel 1 land from a third party amounting to RM8,700,000.



27. Sharecapital,sharepremiumandrevaluationreserve Sharecapital

Numberofordinary shares Amount 2017 2016 2017 2016 ’000 ’000 RM’000 RM’000

At 1 July 2016/2015 846,118 846,118 846,118 846,118 Par value reduction from RM1.00/share to

RM0.50/share - - (423,059) - At 30 June 846,118 846,118 423,059 846,118 During the year, the Company has implemented a capital re-organisation exercise. The exercise entailed a

reduction of the share premium account and par value of the ordinary share of the Company from RM1.00 to RM0.50 per share. Of the total credit arising of RM441,554,000, a sum of RM388,259,000 has been applied toward the accumulated loss account and remaining balance of RM53,109,000 has been transferred to the capital reserve account.

The new Companies Act, 2016 which took effect on 31 January 2017, abolished the concept of authorised share capital and par value of share capital. In previous year, the authorised share capital amounted to 2,000,000,000 with the value of RM1 each.

Sharepremium

GroupandCompany 2017 2016 RM’000 RM’000 At 1 July 2016/2015 18,495 18,495 Capital reduction expenses (186) - Transfer to accumulated losses account (18,309) - At 30 June - 18,495

Comprised the premium paid on subscription of shares in the Company over and above the par value of the shares.

Capitalreserve

GroupandCompany 2017 2016 RM’000 RM’000

At 1 July 2016/2015 - - Transfer from accumulated losses 53,109 -

At 30 June 53,109 -

Comprised remaining credit from par value and share premium reduction after off setting capital reduction expense and accumulated losses of RM186,000 and RM388,259,000 respectively.



27. Sharecapital,sharepremiumandrevaluationreserve(continued)

Revaluationreserve Group

2017 2016 RM’000 RM’000 At 1 July 2016/2015 107,388 107,388 Reserve attributable to asset classified as held for sale (Note 24) (107,388) -

At 30 June - 107,388

Revaluation reserve of the Group represents surplus arising from the revaluation of the Group’s biological assets based on independent valuation done by a firm of professional valuers using the present market value basis.

28. Hirepurchaseandleasepayables Group

2017 2016 RM’000 RM’000Minimumleasepayments:Not later than 1 year 637 773 Later than 1 year and not later than 2 years 568 503 Later than 2 years and not later than 5 years 451 661 More than 5 years - 465

1,656 2,402 Less: Future finance charges (115) (231)

Present value of finance lease liabilities 1,541 2,171

Presentvalueoffinanceleaseliabilities:Not later than 1 year 582 646 Later than 1 year and not later than 2 years 535 465 Later than 2 years and not later than 5 years 424 610 More than 5 years - 450

1,541 2,171

Analysedas:Due within 12 months (Note 25) 582 646 Due after 12 months (Note 25) 959 1,525

1,541 2,171

The hire purchase and lease payables bear interest at the reporting date at rates between 4.43% to 7.16% (2016: 4.43% to 7.16%) per annum.

29. Deferredtaxliabilities Group

2017 2016 RM’000 RM’000

At 1 July 2016/2015 42,733 42,733 Recognised in profit or loss (Note 12) (2,423) -

At 30 June 40,310 42,733



29. Deferredtaxliabilities(continued)

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

DeferredtaxliabilitiesoftheGroup: Revaluation Accelerated surpluson Revaluation capital biological oflanded allowances assets properties Total RM’000 RM’000 RM’000 RM’000

At 1 July 2016 24,765 7,886 10,082 42,733 Recognised in profit or loss (2,423) - - (2,423)

At 30 June 2017 22,342 7,886 10,082 40,310

As at 1 July 2015/30 June 2016 24,765 7,886 10,082 42,733

30. Significantrelatedpartytransactionsandbalances

(a) In addition to the transactions disclosed elsewhere in the financial statements, the Group and the Company had the following transactions and balances with related parties during the financial year:

Significantrelatedpartytransactions Group Company

2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000

TransactionswithOlympiaIndustriesBerhadanditssubsidiaries

Purchase of air tickets and travelarrangement 981 577 213 345

Rental of premises and parking 688 782 446 456Proceed from disposal of joint venture’s property 125,000 15,000 - -

The directors are of the opinion that all the above transactions and those disclosed elsewhere in the financial statements have been entered into in the normal course of business and have been established on negotiated terms and conditions.

Significantrelatedpartybalances Group Company

2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000

(i) Amount due from a company withcommon directors and corporate shareholders

Olympia Industries Berhad 64 64 64 64

(ii) Amount due from a joint venturer

Olympia Properties Sdn. Bhd. 85,474 27,171 - -



30. Significantrelatedpartytransactionsandbalances(continued)

(a) In addition to the transactions disclosed elsewhere in the financial statements, the Group and the Company had the following transactions and balances with related parties during the financial year: (continued)

Significantrelatedpartybalances(continued)


(iii) Amount due to a affiliates

Olympia Travels and Tours (Singapore) Pte Ltd 869 - 242 -

Dairy Maid Resort & Recreation Sdn. Bhd. 2,706 1,944 1,624 1,118

(b) Compensation of key management personnel

The remuneration of members of key management, who are the directors of the Group and of the Company during the financial year was as follows:


Directors’ remuneration (Note 7) 2,531 2,631 905 951

31. Contingentliabilities-unsecured


Claims

Against the Company and/or subsidiaries in respect of the following claims by third parties:

(a) Messr. Yap Chin & Tiu 4,060 4,060 4,060 4,060 (b) Lin Wen-Chih and Lin Wen-Chuan 16,859 16,859 16,859 16,859 (c) Rinota Construction Sdn Bhd 8,000 8,000 - - 28,919 28,919 20,919 20,919

The following are the details of the claims:

(a) On 8 June 2016, Messrs. Yap Chin & Tiu (“Plaintiff”) claimed for a sum of RM4,723,000 (“Sum in Bill”) from DutaLand Berhad (“DutaLand”) at the Kuala Lumpur High Court being the fees allegedly owed by DutaLand to the Plaintiff, whereby the Plaintiff purportedly acted as the solicitors of UNP Plywood Sdn Bhd (“UNP”) at the request of DutaLand in a suit between UNP and Sabah Forest Industries Sdn Bhd (“SFI”) (“UNP Dispute”) at Kota Kinabalu High Court (Suit No. K22-55-1997), and has since been settled. The Plaintiff still retains RM663,000 being costs awarded against SFI to UNP by the Kota Kinabalu High Court (“Awarded Costs”) and therefore also made an alternate claim for a sum of RM4,060,000 and a declaration/order to set off/deduct the Awarded Costs against the Sum in Bill. The trial dates have been fixed on 10 November 2017 and 8 to 11 January 2018.



31. Contingentliabilities-unsecured(continued)

The following are the details of the claims: (continued)

(b) On 10 May 2013, Lin Wen-Chih and Lin Wen-Chuan commenced legal action against Pacific Forest Industries Sdn. Bhd. and DutaLand Berhad at the High Court of Sabah and Sarawak at Tawau (Suit No. TWU-22-18/5-2013) claiming inter-alia for a sum of RM16,859,000 being the alleged outstanding sum indebted to the Plaintiffs. The High Court via Order dated 11 March 2015 allowed Defendents’ application inter-alia to strike out Plaintiffs’ case. The Plaintiffs on 14 March 2015 filed Notice of Appeal to the Court of Appeal and the Court had on 20 September 2016 allowed the appeal with costs of RM20,000. The Respondents had on 17 October 2016 filed an appeal against Court of Appeal’s decision to Federal Court. The Federal Court has yet to fix the Hearing date. The directors after consultation with their legal counsel were of the opinion that the likelihood of crystallisation of the above amount which has not been provided was not probable.

(c) On 13 December 2006, Rinota Construction Sdn Bhd (“Plaintiff”) filed an action against Mascon Rinota Sdn Bhd (“MRSB”), Mascon Sdn Bhd (“MSB”), Olympia Industries Berhad (“OIB”) and others (collective known as “Respondents”) at the Kuala Lumpur High Court (“KLHC”) by virtue of an alleged oppression under Section 181 of the Companies Act, 1965 (“Original Petition”). The Plaintiff sought damages of approximately RM8.0 million. The High Court on 29 August 2012 decided in favour of Plaintiff against the Respondents.

The Respondents then lodged an appeal against this decision and on 15 May 2014, the Court of Appeal allowed the appeal with cost and set aside the decision of the High Court. The Plaintiff filed an application for leave to appeal to the Federal Court which was granted on 21 June 2016. The appeal proper was heard on 22 May 2017 and allowed with costs of RM100,000. The Federal Court ordered that MSB and Mascon Construction Sdn Bhd (“MCSB”) purchase the shares owned by the Plaintiff in MRSB and that a certified public accountant be appointed to inspect the accounts of MRSB and file a report to the High Court of the results of the inspection together with payment of RM100,000 being costs to the Plaintiff for the hearing in the Federal Court and Court of Appeal. The High Court has not yet appointed the certified public accountant.

32. Segmentinformation

(a) Businesssegments:

For management purposes, the Group is organised into business units based on their products and services. The Group’s reportable segments are as follows:

(i) Property development - the development of residential and commercial properties;

(ii) Plantation - oil palm cultivation and sales of oil palm fruits. This segment has been classified as a discontinuing operations during the financial year (Note 24);

(iii) Investment holding and others - investment holding includes management, building maintenance, and property investment.

Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise corporate assets, liabilities and expenses.

The directors are of the opinion that all inter-segment transactions have been entered in the normal course of business. Segment revenue, expenses and results include transactions between business segments. These transactions are eliminated on consolidation.



32. Segmentinformation(continued)

(a) Businesssegments(continued):

Investment Adjustments Property Plantation holdingand and development (Discontinuing) others elimination Note Consolidated RM’000 RM’000 RM’000 RM’000 RM’000

30June2017

RevenueExternal

revenue, total 81,883 48,498 - - 130,381

ResultsFinance income 14 1 4 - 19 Finance

expense 457 82 3,168 (3,168) 539 Depreciation 191 2,733 60 - 2,984Other material

non-cash income, net (274) 28 (31) - (a)(i) (277)

Segment profit/(loss) 17,635 11,029 (6,929) (304) (a)(ii) 21,431

AssetsAdditions to

non-currentassets 16,245 416 282 - (a)(iii) 16,943

Segmentassets 372,011 367,853 706,358 (369,681) (a)(iv) 1,076,541

LiabilitiesSegment

liabilities 19,780 46,023 59,475 (41,135) (a)(v) 84,143





Investment Adjustments Property Plantation holdingand and development (Discontinuing) others elimination Note Consolidated RM’000 RM’000 RM’000 RM’000 RM’000

30June2016

RevenueExternal

revenue, total 143 37,645 - - 37,788

ResultsFinance income 12 1 41 - 54 Finance

expense 22 85 2,553 (2,553) 107 Depreciation 168 2,744 73 - 2,985 Other material

non-cashexpense, net 56 253 14,728 - (a)(i) 15,037

Segment (loss)/profit (7,209) 2,332 4,996 (53) (a)(ii) 66

AssetsAdditions to

non-current assets 1,020 3,201 1,123 - (a)(iii) 5,344

Segmentassets 351,039 366,190 344,707 2,074 (a)(iv) 1,064,010

LiabilitiesSegment

liabilities 21,834 5,154 11,991 44,057 (a)(v) 83,036





(i) Other material non-cash (expense)/income, net, consist of the following items as presented in the respective notes to the financial statements:

Note 2017 2016 RM’000 RM’000

Property, plant and equipment written off 10 (9) (5)Allowance for impairment on receivables 8 (138) (130)Unrealised foreign exchange loss 10 (164) (180)Unrealised foreign exchange gain 4 14 12 Gain on disposal of property, plant and equipment 4 28 15,042 Write back for short term accumulating compensated

absences, net 6 (8) 13 Write back of provision for property development costs 4 - 288 Loss on striking off a subsidiary 10 - (3)

(277) 15,307

(ii) The following items are added/(deducted) from segment profit/(loss) to arrive at “profit/(loss)

before tax” presented in the consolidated statement of comprehensive income:

Note 2017 2016 RM’000 RM’000

Finance income 11 19 54 Finance expense 11 (539) (107)

(520) (53)

(iii) Additions to non-current assets consist of:

Note 2017 2016 RM’000 RM’000

Property, plant and equipment 14 461 3,457 Land held for property development 16 16,066 345 Biological assets 15 416 1,542

16,943 5,344





(iv) The following item is added to segment assets to arrive at total assets reported in the consolidated statement of financial position:

2017 2016 RM’000 RM’000

Tax recoverable 955 2,074

(v) The following items are added to segment liabilities to arrive at total liabilities reported in the consolidated statement of financial position:

2017 2016 RM’000 RM’000

Deferred tax liabilities 40,310 42,733 Tax payable 6,284 1,324

46,594 44,057

(b) Geographicalsegments:

No information on geographical segment is presented as the majority of the Group’s business operations are in Malaysia.

(c) Informationaboutmajorcustomers:

Revenue from three (2016: three) major customers amounted to RM39,178,000 (2016: RM33,738,000) arose from sales in the plantation segment.

33. Jointoperations

On 14 February 2003, KH Estates Sdn. Bhd. (“KHE”), a wholly-owned subsidiary of the Company and Olympia Properties Sdn. Bhd. (“OPSB”), a wholly-owned subsidiary of Olympia Industries Berhad (“OIB”) entered into a Consortium Agreement to form a joint venture to jointly develop 12 parcels of land located in the vicinity of Mont Kiara/Sri Hartamas (known as the “KHD Land”). The joint venture between KHE and OPSB is on a ratio of 58% and 42% respectively.

The salient terms of the Consortium Agreement are as follows:

(i) The KHD Land will be transferred to a trustee who in turn shall hold the beneficial interest in favour of KHE and OPSB respectively;

(ii) The trustee shall make the necessary application to the relevant authorities for the purposes of amalgamation and sub-division of the KHD Land;



33. Jointoperations(continued)

The salient terms of the Consortium Agreement are as follows: (continued)

(iii) KHE and OPSB have agreed to appoint KH Land Sdn. Bhd. (“KHL”), a wholly-owned subsidiary of KHE as the developer for the KHD Land;

(iv) The respective share of assets, liabilities, income and expenses, contribution to working funds and disbursements and liabilities and all obligation whatsoever in connection with the execution of the Consortium Agreement shall be 58% and 42% for KHE and OPSB respectively; and

(v) The KHE and OPSB have mutually agreed that any proceeds derived from the joint venture shall first be utilised and applied towards redemption of the existing charges created on the KHD Land. The existing charges to be redeemed by OPSB amounting to RM50,000,000 (2016: RM149,000,000).

The Group’s aggregate share of the revenue, expenses, assets and liabilities of the joint operations are as follows:

Group 2017 2016 RM’000 RM’000

Revenue 81,200 -Other income 3,371 371 Other expenses, including finance costs and tax (64,812) (5,290)

Profit/(loss) for the year 19,759 (4,919)

Non-current assets 222,889 222,101 Cash and cash equivalents 282 323 Other current assets 12,537 68,655 Current liabilities (6,335) (17,566)

Net assets 229,373 273,513

34. Financialinstruments

Classification of financial instruments

Financial assets and financial liabilities are measured on an ongoing basis either at fair value or at amortised cost. The principal accounting policies of the Group and of the Company described how the classes of financial instruments are measured, and how income and expenses, including fair value gains and losses are measured. The following table analysed the financial assets and financial liabilities in the statements of financial position by the classes of financial instruments to which they are assigned, and therefore by measurement basis.



34. Financialinstruments(continued)

Classification of financial instruments (continued)

Financial liabilitiesat

Group Loansand amortised Note receivables cost TotalAt30June2017 RM’000 RM’000 RM’000

AssetsReceivables 22 92,389 - 92,389 Short term deposits 23 448 - 448 Cash and bank balances 23 9,141 - 9,141

Total financial assets 101,978 Total non-financial assets 974,563 Total assets 1,076,541

LiabilitiesBorrowings (Non-current) 25 - 2,895 2,895 Borrowings (Current) 25 - 1,646 1,646 Due to affiliates 21 - 3,575 3,575 Payables 26 - 29,433 29,433

Total financial liabilities 37,549 Total non-financial liabilities 46,594 Total liabilities 84,143

At30June2016

AssetsReceivables 22 36,120 - 36,120 Short term deposits 23 542 - 542 Cash and bank balances 23 11,586 - 11,586 Total financial assets 48,248 Total non-financial assets 1,015,762 Total assets 1,064,010

LiabilitiesBorrowings (Non-current) 25 - 1,525 1,525 Borrowings (Current) 25 - 646 646 Due to affiliates 21 - 1,944 1,944 Payables 26 - 34,864 34,864 Total financial liabilities 38,979 Total non-financial liabilities 44,057

Total liabilities 83,036



34. Financialinstruments(continued)

Classification of financial instruments (continued)

Financial liabilitiesat

Company Loansand amortised Note receivables cost TotalAt30June2017 RM’000 RM’000 RM’000

AssetsDue from subsidiaries 20 382,404 - 382,404 Receivables 22 1,177 - 1,177 Short term deposits 23 134 - 134 Cash and bank balances 23 88 - 88 Total financial assets 383,803 Total non-financial assets 366,410

Total assets 750,213

LiabilitiesDue to affiliates 21 - 1,866 1,866 Due to subsidiaries 20 - 271,392 271,392 Payables 26 - 3,939 3,939

Total financial liabilities 277,197 Total non-financial liabilities 3,475 Total liabilities 280,672

At30June2016

AssetsDue from subsidiaries 20 384,172 - 384,172 Receivables 22 3,177 - 3,177 Short term deposits 23 130 - 130 Cash and bank balances 23 2,784 - 2,784

Total financial assets 390,263 Total non-financial assets 368,541

Total assets 758,804

LiabilitiesDue to affiliates 21 - 1,118 1,118 Due to subsidiaries 20 - 276,345 276,345 Payables 26 - 2,062 2,062

Total financial liabilities 279,525 Total non-financial liabilities -

Total liabilities 279,525



35. Fairvalueoffinancialinstruments

(a) Determinationoffairvalue

(i) Financial instruments that are not carried at fair value

The following are classes of financial instruments that are not carried at fair value and whose carrying amounts are reasonable approximation of fair value:

Note

Short term deposits 23 Cash and bank balances 23 Due from/to subsidiaries 20 Due to affiliates 21 Receivables 22 Payables 26 Borrowings (current) 25

The carrying amounts of these financial assets and liabilities are reasonable approximation of fair values due to the relatively short term nature of these financial instruments.

The carrying amount of the current portion of borrowings are reasonable approximations of fair values due to the insignificant impact of discounting.

(ii) Fair value of financial instruments by classes that are not carried at fair value and whose carrying amounts are not reasonable approximation of fair value

Carrying Fair amount value RM’000 RM’000

2017Obligations under term loan 1,936 1,751

2016Obligations under term loan - -

The fair value of obligations under term loan is determined by discounting the expected future cash flows based on current rates for similar types of borrowings and leasing arrangements.

(b) Fairvaluehierarchy

The Group and the Company do not have financial instruments carried at fair value by level of the following fair value measurement hierarchy:

i) Level 1 - Unadjusted quoted prices in active market for identical financial instrument

ii) Level 2 - Inputs other than quoted prices that are observable either directly or indirectly

iii) Level 3 - Inputs that are not based on observable market data



36. Financialriskmanagementobjectivesandpolicies

The Group’s financial risk management policy seeks to ensure that adequate financial resources are available for the development of the Group’s businesses whilst managing its interest rate risk, liquidity risk, credit risk and foreign currency risk. The Group operates within clearly defined guidelines that are approved by the Board and the Group’s policy is not to engage in speculative transactions.

(a) Interestraterisk

Interest rate risk is the risk that the fair value or future cash flows of the Group’s and of the Company’s financial instruments will fluctuate because of changes in market interest rates.

The Group’s and the Company’s interest rate risk arises primarily from interest-bearing borrowings. As the Group’s and Company’s borrowings are mainly obtained via fixed interest rates, the Group and the Company are not exposed to any significant fluctuation in interest rate.

The investment in financial assets are mainly short term in nature and they are not held for speculative purposes but have been mostly placed in short term deposits.

The Group has a policy to ensure that the rates obtained are competitive so as to ensure that its cost of financing is kept at the lowest possible. The Group does not generally hedge interest rate risks.

(b) Liquidityrisk

Liquidity risk is the risk that the Group or the Company will encounter difficulty in meeting financial obligations due to shortage of funds. The Group’s and the Company’s exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. The Group’s and the Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of stand-by credit facilities.

The Group actively manages its debt maturity profile, operating cash flows and the availability of funding so as to ensure that all repayment and funding needs are met. As part of its overall prudent liquidity management, the Group strive to maintain sufficient levels of cash or cash convertible investments to meet its working capital requirements.



36. Financialriskmanagementobjectivesandpolicies(continued)

(b) Liquidityrisk(continued)

Analysisoffinancialinstrumentsbyremainingcontractualmaturities

The table below summarised the maturity profile of the Group’s and of the Company’s liabilities at the reporting date based on contractual undiscounted repayment obligations.

Ondemand One Two Over orwithin totwo tofive five oneyear years years years Total RM’000 RM’000 RM’000 RM’000 RM’000

30June2017

GroupFinancialliabilities:Payables 29,433 - - - 29,433 Borrowings 2,176 2,210 861 - 5,247 Due to affiliates 3,575 - - - 3,575

Total 35,184 2,210 861 - 38,255

CompanyFinancialliabilities:Payables 3,939 - - - 3,939 Due to subsidiaries 271,392 - - - 271,392 Due to affiliates 1,866 - - - 1,866 Total 277,197 - - - 277,197

30June2016

GroupFinancialliabilities:Payables 34,864 - - - 34,864 Borrowings 773 503 661 465 2,402 Due to affiliates 1,944 - - - 1,944 Total 37,581 503 661 465 39,210

CompanyFinancialliabilities:Payables 2,062 - - - 2,062 Due to subsidiaries 276,345 - - - 276,345 Due to affiliates 1,118 - - - 1,118

Total 279,525 - - - 279,525



36. Financialriskmanagementobjectivesandpolicies(continued)

(c) Creditrisk

Credit risk, or the risk of counterparties defaulting, is controlled by the application of credit approvals, limits and monitoring procedures. Credit risk is minimised and monitored via strictly limiting the Group’s associations to business partners with high creditworthiness. Trade receivables are monitored on an ongoing basis via Group management reporting procedures.

The Group does not have any significant exposure to any individual customer or counterparty nor does it have any major concentration of credit risk related to any financial instrument.

Exposure to credit risk

At the reporting date, the Group’s and the Company’s maximum exposure to credit risk is represented by the carrying amount of each class of financial assets recognised in the statements of financial position.

Credit risk concentration profile

The Group determines concentration of credit risk by monitoring the industry sector profile of its trade receivables on an ongoing basis. The credit risk concentration profile of the Group’s trade receivables at the reporting date are as follows:

2017 2016 RM’000 %oftotal RM’000 %oftotal

Property development 3,538 46% 3,515 42%Plantation 2,208 28% 2,951 35%Investment holding and others 1,984 26% 1,983 23%

7,730 100% 8,449 100%

Financial assets that are neither past due nor impaired

Information regarding trade and other receivables that are neither past due nor impaired is disclosed in Note 22. Deposits with licensed banks that are neither past due nor impaired are placed with or entered into with reputable financial institutions with high credit ratings and no history of default.

Financial assets that are either past due or impaired

Information regarding financial assets that are either past due or impaired is disclosed in Note 22.

(d) Foreigncurrencyrisk

Foreign 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 Group’s exposure to the risk of changes in foreign exchange rates primarily relates to the Group’s operating activities (when revenue or expense are denominated in a different currency from the Group’s functional currency).

The foreign exchange exposures in transactional currencies other than functional currency of the Group are kept to an acceptable level.

The Group has not entered into any forward foreign exchange contracts as at 30 June 2017 and 30 June 2016.



37. Capitalmanagement

The primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximises shareholder value.

The Group manages its capital structure and monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Group’s endeavours to maintain healthy gearing ratio and regularly monitor the gearing level to ensure compliance with loans covenant. The Group includes within net debt, borrowings, trade and other payables, less cash and bank balances. Capital includes total equity attributable to owners of the parent.

No changes were made in the objectives, policies or processes during the years ended 30 June 2017 and 30 June 2016.


Borrowings 4,541 2,171 - - Payables 29,433 34,864 3,939 2,062 Less: Cash and bank balances (9,141) (11,586) (88) (2,784)

Net debt/(cash) 24,833 25,449 3,851 (722)

Equity attributable to owners of the parent 938,967 926,264 469,541 479,279

Total capital and net debt 963,800 951,713 473,392 478,557

Gearing ratio 3% 3% 1% 0%

38. Significantevents

The Company announced on 22 August 2017 that its wholly-owned sub-subsidiary, Pertama Land & Development Sdn Bhd (“PLDSB”), has accepted the letter of intent issued by Boustead Rimba Nilai Sdn Bhd (“BRN”), a wholly-owned subsidiary of Boustead Plantations Bhd, for the proposed acquisition of 42 parcels of plantation land owned by PLDSB located at Sandakan, Sabah for an indicative cash consideration of RM750 million. The intention to acquire is subject to a due diligence exercise to be conducted by BRN for a period of 30 days and BRN will revert to PLDSB with its decision to proceed with the acquisition within 15 days after the due diligence period. BRN has paid a sum of RM15 million being the refundable 2% earnest deposit.




39. Supplementaryinformation

The breakdown of the accumulated losses of the Group and of the Company as at 30 June 2017 into realised and unrealised earnings is presented in accordance with the directive issued by Bursa Malaysia Securities Berhad dated 25 March 2010 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’s Main Market Listing Requirements, as issued by the Malaysian Institute of Accountants.

Group Company RM’000 RM’000

30June2017

Total accumulated losses of the Company and its subsidiaries:- Realised (268,791) (6,627)- Unrealised (27,787) -

(296,578) (6,627)Consolidation adjustments 651,989 -

Total retained profits/(accumulated losses) 355,411 (6,627)

30June2016

Total accumulated losses of the Company and its subsidiaries: - Realised (663,004) (385,334) - Unrealised (26,121) -

(689,125) (385,334)Consolidation adjustments 643,388 -

Total accumulated losses (45,737) (385,334)


Total number of issued shares : 846,118,039 sharesClass of shares : Ordinary shares Voting rights (on a poll) : 1 vote for each ordinary share held Number of shareholders : 15,668

DISTRIBUTIONOFSHAREHOLDINGS(as per the Record of Depositors)

No.of %of No.of %ofIssuedSizeofHoldings Holders Holders SharesHeld Shares

Less than 100 1,230 7.85 34,979 0.00

100 to 1,000 9,156 58.44 3,128,710 0.37

1,001 to 10,000 3,121 19.92 15,800,552 1.87

10,001 to 100,000 1,803 11.51 62,875,537 7.43

100,001 to less than 5% of issued shares 354 2.26 268,172,474 31.70

5% and above of issued shares 4 0.02 496,105,787 58.63

Total 15,668 100.00 846,118,039 100.00

SHAREHOLDINGSOFSUBSTANTIALSHAREHOLDERS(as per the Register of Substantial Shareholders)

DirectInterest DeemedInterest

No.of %ofIssued No.of %ofIssuedNameofSubstantialShareholders SharesHeld Shares SharesHeld Shares

Kenny Height Developments Sdn Bhd 238,845,715 28.23 - -

Duta Equities Sdn Bhd 187,922,060 + 22.21 - -

Pacific Element Sdn Bhd 69,338,012 8.19 - -

Tan Sri Dato’ Yap Yong Seong 25,600 # Negligible 426,851,758 * 50.45

Yap Wee Chun 28,200 Negligible 426,851,758 * 50.45

Dato’ Sri Yap Wee Keat 54,000 # Negligible 426,851,758 * 50.45

Puan Sri Datin Leong Li Nar - - 426,851,758 * 50.45

DIRECTORS’INTERESTSINSHARESINTHECOMPANY(as per the Register of Directors’ Shareholdings)

DirectInterest DeemedInterest

No.of %ofIssued No.of %ofIssuedNameofDirectors Sharesheld Shares SharesHeld Shares

Tengku Datuk Seri Ahmad Shah Ibni Almarhum - - - -Sultan Salahuddin Abdul Aziz ShahTan Sri Dato’ Yap Yong Seong 25,600 # Negligible 426,851,758 * 50.45

Yap Wee Chun 28,200 Negligible 426,851,758 * 50.45

Dato’ Sri Yap Wee Keat 54,000 # Negligible 426,851,758 * 50.45

Cheong Wong Sang - - - -

Dato’ Hazli bin Ibrahim - - - -

Dato’ Abdul Majit bin Ahmad Khan - - - -

Notes:+ Held in own name and in nominee name.# Held in nominee name.

* Deemed to have interests in DutaLand Shares held by other corporations by virtue of Section 8 of the Companies Act 2016 (“Act”) and/or person(s) connected as defined under Section 197 of the Act.

Analysis of Shareholdings as at 5 September 2017


Analysis of Shareholdings as at 5 September 2017 (continued)

30LARGESTSHAREHOLDERS(as per the Record of Depositors)

No.of %ofIssued NameofShareholders SharesHeld Shares

1. Kenny Height Developments Sdn Bhd 238,845,715 28.23

2. RHB Nominees (Tempatan) Sdn Bhd 121,067,211 14.31 OSK Capital Sdn Bhd for Duta Equities Sdn Bhd

3. Pacific Element Sdn Bhd 69,338,012 8.19

4. Duta Equities Sdn Bhd 55,044,449 6.50

5. Multi-Purpose Credit Sdn Bhd 23,213,449 2.74

6. Alliancegroup Nominees (Asing) Sdn Bhd 22,412,800 2.65 Sun Hung Kai Investment Services Limited for Long Set Investments Ltd

7. Sabah Development Bank Berhad 13,032,359 1.54 As Beneficial Owner

8. TASEC Nominees (Tempatan) Sdn Bhd 12,000,000 1.42 TA First Credit Sdn Bhd

9. Duta Equities Sdn Bhd 11,810,400 1.40

10. Teoh Guan Kok & Co. Sdn Berhad 10,309,300 1.22

11. Tan Aing Joo 9,877,300 1.17

12. British Image Sdn Bhd 6,900,000 0.82

13. Lim Pei Tiam @ Liam Ahat Kiat 6,359,300 0.75

14. Seni Kasuari Sdn Bhd 5,711,000 0.67

15. Lim Kok Thay 5,200,000 0.61

16. Alliancegroup Nominees (Asing) Sdn Bhd 5,100,000 0.60 Sun Hung Kai Investment Services Limited for Katong Assets Limited

17. Goh Kim Kooi 5,041,800 0.60

18. Lim Pay Kaon 5,000,000 0.59

19. CIMSEC Nominees (Tempatan) Sdn Bhd 4,600,000 0.54 CIMB Bank for Yeo Ann Seck (MY0696)

20. Ng Lee Ling 3,800,000 0.45

21. Safari Bird Park & Wonderland Sdn Bhd 2,932,000 0.35

22. Ng Teng Song 2,904,200 0.34

23. Phua Jin Hock 2,766,000 0.33

24. Teoh Liang Huat @ Teoh Lean Huat 2,708,400 0.32

25. Alliancegroup Nominees (Tempatan) Sdn Bhd 2,536,700 0.30 Pledged Securities Account for Chong Yiew On (6000006)

26. RHB Capital Nominees (Tempatan) Sdn Bhd 2,275,382 0.27 Pledged Securities Account for Michelle Looi Poh Gik

27. RHB Capital Nominees (Tempatan) Sdn Bhd 2,230,000 0.26 Pledged Securities Account for Fong Lai Ying

28. Lai Ming Chun @ Lai Poh Lin 2,200,000 0.26

29. Affin Hwang Nominees (Asing) Sdn Bhd 2,000,000 0.24 DBS Vickers Secs (S) Pte Ltd for Low Whee Khoon

30. HLIB Nominees (Tempatan) Sdn Bhd 1,982,300 0.23 Hong Leong Bank Bhd for Teoh Liang Huat @ Teoh Lean Huat

Total 659,198,077 77.91


Properties held by the Groupas at 30 June 2017

Properties/Location

(1) DutaGrandHotels SdnBhd Lot Nos. 10, 30, 33, 34, 35 & 36 Section 45 Kuala Lumpur

(2) TegasKomposit SdnBhd Lot 64, 65 & 66 Section 45 Kuala Lumpur

(3) PertamaLand& Development SdnBhd Agriculture land District of Sandakan, Sabah

(4) CityProperties Development SdnBhd Lot No. 200 & 203 Section 43 Kuala Lumpur

(5) OaklandHoldings SdnBhd Lot No. 57552 Mukim Batu Kuala Lumpur

Lot PT3258 & 3259 Mukim Pekan Bukit Kepayang Seremban

Description/ExistingUse

Land for mixeddevelopment underconstruction

Land for mixeddevelopment

Oil palm plantation




Tenure

Freehold

Leasehold 99 years expiring in 2100

Leasehold 99 years expiringfrom 2080 to 2088

Freehold

Freehold

Freehold

LandArea

(Acres)

2.36

0.44

29,597.89

0.67

0.61

4.53

NetBookValue

(RM’000)

334,184

4,129

350,802

16,131

15,444

6,785

YearofAcquisition/

(Revaluation)

1996

2001

(2015)

2007, 2009

2017

1991


Notice of Annual General Meeting

1. To receive the Audited Financial Statements of the Company for the financial year ended 30 June 2017 together with the Reports of the Directors and Auditors thereon.

2. To approve the following payments to Non-Executive Directors:

(i) Directors’ fees of RM192,000 for the financial year ended 30 June 2017; and

(ii) Meeting allowance of RM40,000 from 1 January 2017 up to the next

Annual General Meeting of the Company to be held in 2018. 3. To re-elect the following Directors who are retiring by rotation pursuant to

Article 85 of the Articles of Association of the Company and, being eligible, offer themselves for re-election:

(i) Dato’ Sri Yap Wee Keat; and

(ii) Mr Cheong Wong Sang. 4. To re-appoint the following Directors, whose term of office shall expire at

the conclusion of this 50th Annual General Meeting (“AGM”) pursuant to the respective resolutions passed at the 49th AGM of the Company held on 26 October 2016 under Section 129 of the Companies Act 1965 which was then in force, to continue in office as Directors from the date of the

50th AGM of the Company: (i) Tan Sri Dato’ Yap Yong Seong; and

(ii) Dato’ Abdul Majit bin Ahmad Khan.

5. To re-appoint Messrs Ernst & Young as Auditors of the Company until the next Annual General Meeting and to authorise the Directors to fix their remuneration.

AsSpecialBusiness:

6. CONTINUINGINOFFICEASINDEPENDENTDIRECTORS

“THAT approval be and is hereby given for the following Directors, who have served as Independent Directors of the Company for a cumulative term of more than 9 years, to continue to act as Independent Directors of the Company:

(i) Dato’ Hazli bin Ibrahim; and

(ii) Mr Cheong Wong Sang.”

Please refer to Explanatory Note 1below

OrdinaryResolution1

OrdinaryResolution2

OrdinaryResolution3

OrdinaryResolution4

OrdinaryResolution5

OrdinaryResolution6

OrdinaryResolution7

OrdinaryResolution8

OrdinaryResolution9

NOTICE IS HEREBY GIVEN that the Fiftieth Annual General Meeting of DutaLand Berhad will be held on Thursday, 2 November 2017 at 2.30 p.m. at Mahkota Ballroom II, BR Level, Hotel Istana Kuala Lumpur, 73 Jalan Raja Chulan, 50200 Kuala Lumpur, to transact the following businesses:

AGENDA

AsOrdinaryBusiness:

To consider and, if thought fit, to pass the following Resolutions with or without modifications:


7. AUTHORITYTOISSUEANDALLOTSHARES

“THAT, subject to the Companies Act 2016 and approval of the relevant regulatory bodies, if required, the Directors of the Company be and are hereby empowered to issue and allot shares in the Company from time to time pursuant to Sections 75 and 76 of the Companies Act 2016 and upon such terms and conditions for such purposes as the Directors of the Company may in their absolute discretion deem fit provided that the aggregate number of shares to be issued pursuant to this resolution does not exceed 10% of the total number of the issued shares of the Company for the time being AND THAT the Directors of the Company be and are hereby authorised and empowered to obtain the approval for the listing of and quotation for the additional shares so issued on Bursa Malaysia Securities Berhad AND FURTHER 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 SHAREHOLDERS’ MANDATE FOR RECURRENTRELATEDPARTYTRANSACTIONS

“THAT approval be and is hereby given to the Company and/or its subsidiaries (“the Group”) to enter into all arrangements and/or transactions involving the interests of the Directors, major shareholders and/or persons connected with the Directors and/or major shareholders of the Group (“Related Parties”), comprising recurrent related party transactions of a revenue or trading nature and recurrent related party transactions pertaining to provision of financial assistance as set out in the respective sections 2.4(a) and 2.4(b) of the Company’s Circular to Shareholders dated 10 October 2017 (“RRPT Mandate”), provided that such recurrent related party transactions are necessary for the day-to-day operations of the Group; are carried out in the ordinary course of business; on normal commercial terms which are consistent with the Group’s normal business practices and policies; on terms not more favourable to the Related Parties than those generally available to the public; and are not to the detriment of the minority shareholders of the Company.

AND THAT such authority conferred by the shareholders of the Company, upon passing of this resolution pertaining to the RRPT Mandate, will continue to be in force until:

(i) the conclusion of the next Annual General Meeting (“AGM”) of the Company unless by an ordinary resolution passed at the next AGM of the Company, the authority is renewed; or

(ii) the expiration of the period within which the next AGM of the Company after that date is required to be held pursuant to Section 340(2) of the Companies Act 2016 (“Act”) (but must not extend to such extensions as may be allowed pursuant to Section 340(4) of the Act); or

(iii) the authority is revoked or varied by ordinary resolution passed by the shareholders of the Company in a general meeting,

whichever is the earlier.

AND THAT the Directors of the Company be and are hereby authorised and empowered to complete and to do all such acts and things as they may consider expedient or necessary, including execution of all such documents as may be required, to implement and give effect to the RRPT Mandate.”

Notice of Annual General Meeting (continued)

OrdinaryResolution10

OrdinaryResolution11



9. To transact any other business of an Annual General Meeting for which due notice shall have been given.

BYORDEROFTHEBOARD

Kwan Wai Sin (MAICSA 7035227)Lim Yoke Si (MAICSA 0825971)Company Secretaries

Kuala Lumpur10 October 2017

Notes:1. Only members of the Company whose names appear in the Record of Depositors as at 26 October 2017 shall be entitled to attend,

speak and vote at the 50th Annual General Meeting of the Company (“AGM”) or to appoint proxy(ies) to attend, speak and vote on behalf of the member(s).

2. To be valid, the original signed and/or sealed Proxy Form must be deposited at the registered office of the Company at Level 23, Menara Olympia, No. 8, Jalan Raja Chulan, 50200 Kuala Lumpur not less than 48 hours before the time for holding the AGM or any adjournment thereof.

3. A member of the Company is entitled to appoint not more than 2 proxies to attend, speak and vote on such member’s behalf.4. Where a member appoints more than 1 proxy to attend, speak and vote at the AGM, the appointment shall be invalid unless the

member specifies in the Proxy Form the proportion of the shareholdings to be represented by each proxy.5. If the appointor is a corporation, the Proxy Form must be executed under its Common Seal or under the hand of its attorney duly

authorised in writing.6. A proxy may but need not be a member of the Company. There shall be no restriction as to the qualification of the proxy.7. Where a member is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in a

securities account (“Omnibus Account”), there is no limit to the number of proxies it may appoint in respect of each Omnibus Account it holds.

8. The lodging of the Proxy Form will not preclude a member from attending and voting in person at the AGM should the member subsequently decide to do so.

9. In compliance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions as set out herein will be put to vote by poll.

PERSONALDATAPROTECTIONSTATEMENT By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the Annual General Meeting (“AGM”) of the Company and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the AGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “Purposes”), (ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty.

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

No individual is seeking election as a Director of the Company at the 50th Annual General Meeting (“AGM”) of the Company.

The profile of all Directors is incorporated in the Annual Report 2017 of the Company. Directors who are standing for re-election and re-appointment and seeking shareholders’ approval to continue to act as Independent Directors at the AGM, are as set out in the Notice of AGM and the explanatory notes below.

The information pertaining to the general mandate for issuance of securities of the Company is also set out in the explanatory notes below in accordance with Paragraph 6.03(3) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.


EXPLANATORYNOTESFORITEMSONTHEAGENDA 1. AuditedFinancialStatements2017

This agenda item provides shareholders with an opportunity to raise questions during the 50th Annual General Meeting of the Company (“AGM”) on the Audited Financial Statements for the financial year ended 30 June 2017 and the Reports of the Directors and Auditors thereon (“Reports”). The Companies Act 2016 does not provide for shareholders to approve these Audited Financial Statements and Reports, hence, this item will not be put forward for voting.

2. Directors’feesandmeetingallowance

The Directors’ fees and meeting allowance, if approved, will be paid to the Independent Non-Executive Directors only. The estimated amount of meeting allowance is based on the number of Board meetings, Board Committees meetings and general meetings held and scheduled from 1 January 2017 until the next AGM to be held in 2018.

3. Re-electionofDirectors

The Board had, through the Nomination Committee, conducted an annual assessment of the members of the Board and Board Committees. The Board concurs with the Nomination Committee and recommends the re-election of Dato’ Sri Yap Wee Keat and Mr Cheong Wong Sang. The Board’s justification for recommending and supporting Ordinary Resolutions 3 and 4 for shareholders’ approval is set out in the Corporate Governance Statement included in the Annual Report 2017.

4. Re-appointmentofDirectors

The Board had, through the Nomination Committee, conducted an annual assessment of the members of the Board and Board Committees. The Board concurs with the Nomination Committee and recommends the re-appointment of Tan Sri Dato’ Yap Yong Seong and Dato’ Abdul Majit bin Ahmad Khan. The Board’s justification for recommending and supporting Ordinary Resolutions 5 and 6 for shareholders’ approval is set out in the Corporate Governance Statement included in the Annual Report 2017.

5. Re-appointmentofAuditors

The appointment of Messrs Ernst & Young (“EY”) as Auditors of the Company ends at the conclusion of this AGM. The Audit Committee had conducted an annual assessment of EY. The Board concurs with the recommendation of the Audit Committee on the re-appointment of EY as Auditors until the conclusion of the next AGM.

6. ContinuinginofficeasIndependentDirectors

Ordinary Resolutions 8 and 9, if passed, will authorise Dato’ Hazli bin Ibrahim and Mr Cheong Wong Sang to continue in office as Independent Directors of the Company.

The Board, through the Nomination Committee, had conducted an annual assessment of their independence and objectivity where both Dato’ Hazli bin Ibrahim and Mr Cheong Wong Sang fulfilled and shall continue to fulfil the criteria of Independent Directors pursuant to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. The Board concurs with the Nomination Committee that aforesaid Independent Directors will continue bringing objective judgement to the Board and Board Committees as well as contributing positively to Board deliberations. The Board’s justification for recommending and supporting Ordinary Resolutions 8 and 9 for shareholders’ approval is set out in the Corporate Governance Statement included in the Annual Report 2017.

7. Authoritytoissueandallotshares

Ordinary Resolution 10, if passed, will renew the general mandate obtained at the last AGM of the Company for the Directors to issue and allot shares in the Company. As at the date of this Notice, the Company did not issue any new shares in the Company under the mandate obtained and hence no proceeds were raised.

The general mandate, if renewed, will provide flexibility and expediency to the Directors of the Company to allot and issue new shares in the Company for (including but not limited to) fundraising activities, placement of shares, funding future investments, projects, working capital and/or acquisitions, as the case may be, without having to convene a general meeting. This authority, unless revoked or varied in a general meeting, will expire at the conclusion of the next AGM of the Company.

8. Shareholders’mandateforrecurrentrelatedpartytransactions

Ordinary Resolution 11, if passed, will renew the shareholders’ mandate obtained at the last AGM of the Company and allow DutaLand Berhad Group to enter into the recurrent related party transactions of a revenue or trading nature and recurrent related party transactions pertaining to provision of financial assistance as set out in the Circular to Shareholders of the Company dated 10 October 2017 which has been sent together with the Annual Report 2017. This authority, unless revoked or varied in a general meeting, will expire at the conclusion of the next AGM of the Company.


DutaLand Berhad(Company No. 7296-V)

PROXYFORM

*I / We (full name and in block letters) ___________________________________________________________________________

*NRIC / Passport / Company no. _________________________ of (full address) ____________________________________________

__________________________________________________________________ (Mobile phone no. __________________________ )

being a member of DutaLandBerhad (“the Company”), hereby appoint:

*and / or failing him/her,

or failing *him/her/them, the Chairman of the meeting, as my/our proxy(ies) to vote for *me/us on *my/our behalf at the Fiftieth Annual General Meeting of the Company to be held at Mahkota Ballroom II, BR Level, Hotel Istana Kuala Lumpur, 73 Jalan Raja Chulan, 50200 Kuala Lumpur on Thursday, 2 November 2017 at 2.30 p.m., or at any adjournment thereof.

* Delete if inapplicable

ResolutionsForAgainst

1 Approval of Non-Executive Directors’ fees

2 Approval of Non-Executive Directors’ meeting allowance

3 Re-election of Dato’ Sri Yap Wee Keat as Director

4 Re-election of Mr Cheong Wong Sang as Director

5 Re-appointment of Tan Sri Dato’ Yap Yong Seong as Director

6 Re-appointment of Dato’ Abdul Majit bin Ahmad Khan as Director

7 Re-appointment of Ernst & Young as Auditors

8 Continuing in office of Dato’ Hazli bin Ibrahim as Independent Director

9 Continuing in office of Mr Cheong Wong Sang as Independent Director

10 Authority to issue and allot shares

11 Proposed renewal of shareholders’ mandate for recurrent related party transactions

Please indicate your voting instruction in the appropriate space above with an “X” alongside each Resolution. If no instruction is given, the proxy(ies) so appointed will vote in the manner as he/she/they may think fit.

Dated this day of , 2017.

_________________________________ Signature / Common Seal of Shareholder

Notes:

1. Only members of the Company whose names appear in the Record of Depositors as at 26 October 2017 shall be entitled to attend, speak and vote at the 50th Annual General Meeting of the Company (“AGM”) or to appoint proxy(ies) to attend, speak and vote on behalf of the member(s).

2. To be valid, the original signed and/or sealed Proxy Form must be deposited at the registered office of the Company at Level 23, Menara Olympia, No. 8, Jalan Raja Chulan, 50200 Kuala Lumpur not less than 48 hours before the time for holding the AGM or any adjournment thereof.

3. A member of the Company is entitled to appoint not more than 2 proxies to attend, speak and vote on such member’s behalf.4. Where a member appoints more than 1 proxy to attend, speak and vote at the AGM, the appointment shall be invalid unless the member specifies in the

Proxy Form the proportion of the shareholdings to be represented by each proxy.5. If the appointor is a corporation, the Proxy Form must be executed under its Common Seal or under the hand of its attorney duly authorised in writing.6. A proxy may but need not be a member of the Company. There shall be no restriction as to the qualification of the proxy.7. Where a member is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in a securities account

(“Omnibus Account”), there is no limit to the number of proxies it may appoint in respect of each Omnibus Account it holds.8. The lodging of the Proxy Form will not preclude a member from attending and voting in person at the AGM should the member subsequently decide to do so.9. In compliance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions as set out herein will be put to vote by poll.

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Then fold here

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Fold this flap for sealing

The Company SecretariesDutaLandBerhad (7296-V)Level 23, Menara OlympiaNo. 8, Jalan Raja Chulan

50200 Kuala LumpurMalaysia

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