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AnnualReport

2014

sustainable

growth

Place : Concorde Hotel Shah Alam, Gallery 1, Level 3, No. 3 Jalan Tengku Ampuan Zabedah, 40100 Shah Alam, Selangor Darul Ehsan.Time : Monday, 29 September 2014 at 9.00 a.m.

Notice of AnnuAlGenerAlMeetinG

19th

2 Corporate Information 3 Corporate Structure 4 Notice of Annual General Meeting 7 Directors’ Profile 10 Chairman’s Statement 12 Audit Committee Report 15 Statement on Corporate Governance 26 Additional Compliance Information 27 Statement on Risk Management and Internal Control 29 Directors’ Responsibilities Statement 30 Corporate Social Responsibility Statement 31 Financial Statements 105 List of Properties 109 Analysis of Ordinary Shareholdings 112 Analysis of Warrant Holdings Structure • Form of Proxy

coNteNts

Resintech Berhad (341662-X) Annual Report 20142

BOARD OF DIRECTORS

Dato’ Abu Sujak bin Mahmud(Senior Independent Non-Executive Chairman)

Dato’ Dr. Teh Kim Poo, DSSA, PJK, JP(Managing Director)

Datin Gan Jew, PJK (Executive Director)

Teh Leng Kang, PJK(Executive Director)

Khairul Anuar bin Shaharudin(Independent Non-Executive Director)

Wei Hwei Hong(Executive Director)

Kok Wee Wah(Independent Non-Executive Director)

AUDIT COMMITTEE ChairmanDato’ Abu Sujak bin Mahmud(Senior Independent Non-Executive Chairman)

MembersKhairul Anuar bin Shaharudin (Independent Non-Executive Director)


NOMINATION COMMITTEE

Chairman Dato’ Abu Sujak bin Mahmud(Senior Independent Non-Executive Chairman)

MemberKhairul Anuar bin Shaharudin(Independent Non-Executive Director)

REMUNERATION COMMITTEE

Chairman Dato’ Dr. Teh Kim Poo, DSSA, PJK, JP(Managing Director)

MembersDato’ Abu Sujak bin Mahmud(Senior Independent Non-Executive Chairman)

Khairul Anuar bin Shaharudin(Independent Non-Executive Director)

COMPANY SECRETARIES Teo Mee Hui (MAICSA 7050642) Lim Lee Kuan (MAICSA 7017753)

REGISTERED OFFICE Lot 3 & 5, Jalan Waja 14Kawasan Perindustrian Telok Panglima Garang, 42500 Telok Panglima GarangSelangor Darul EhsanTel : 03-3122.2422Fax : 03-3122.2411

WEBSITE & EMAIL

www.resintechmalaysia.my [email protected]

CORPORATE OFFICE

Lot 3 & 5, Jalan Waja 14Kawasan Perindustrian Telok Panglima Garang, 42500 Telok Panglima GarangSelangor Darul EhsanTel : 03-3122.2422Fax : 03-3122.2411

AUDITORS Crowe Horwath Chartered AccountantsLevel 16, Tower CMegan Avenue IINo. 12, Jalan Yap Kwan Seng50450 Kuala Lumpur

SHARE REGISTRAR

Symphony Share Registrars Sdn. Bhd. Level 6, Symphony HouseBlock D13, Pusat Dagangan Dana 1Jalan PJU 1A/4647301 Petaling JayaSelangor Darul EhsanTel : 03-7841.8000 Fax : 03-7841.8008

PRINCIPAL BANKERS

Hong Leong Bank BerhadNo 90 Jalan Persiaran Raja Muda Musa42000 Port KlangSelangor Darul Ehsan

United Overseas Bank (Malaysia) Berhad80-84 Jalan 3/6DMedan Putra Business CentreSri Manjalara Off Jalan Damansara52200 Kuala Lumpur

CIMB Bank Malaysia BerhadNo 22A Lorong Batu Nilam 4BBandar Bukit Tinggi41200 KlangSelangor Darul Ehsan

STOCK EXCHANGE LISTING Main Market of Bursa Malaysia Securities Berhad

Shares:Stock Name : RESINTC Stock Code : 7232

Warrants:Stock Name : RESINTC-WAStock Code : 7232WA

coRPoRAteiNfoRMAtioN

Resintech Berhad (341662-X) Annual Report 2014 3

coRPoRAtestRuctuRe

Resintech Biowood(Malaysia) Sdn Bhd

Resintech Plastics (M) Sdn Bhd

Resintech-KaparSdn Bhd

Resintech (Sabah)Sdn Bhd

Vision MouldSpecialist (M)

Sdn Bhd

ResintechProducts

MarketingSdn Bhd

Exact LinkSdn Bhd

ResintechEngineering

Sdn Bhd

RT WaterTechnology

Sdn Bhd

PT ResintechIndomas

Sarpino’s (M)Sdn Bhd

Sarpino’s Pizzeria(Cambodia) Co. Ltd

100%100% 100%

100%

100%

100%

100%100% 100% 100%

100%

100%


Notice ofANNuAl geNeRAl MeetiNg

NOTICE IS HEREBY GIVEN that the Nineteenth Annual General Meeting of RESINTECH BERHAD will be held at Concorde Hotel Shah Alam, Gallery 1, Level 3, No. 3, Jalan Tengku Ampuan Zabedah, 40100 Shah Alam, Selangor Darul Ehsan on Monday, 29 September 2014 at 9.00 a.m. for the following purposes:

AGENDA

As Ordinary Business

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

Please refer to Explanatory Note 1

2. To re-elect the following Directors, who retire pursuant to Article 126 of the Articles of Association of the Company:

2.1 Teh Leng Kang, PJK Ordinary Resolution 1

2.2 Khairul Anuar Bin Shaharudin Ordinary Resolution 2

3. To approve the payment of the Directors’ Fees for the financial year ended 31 March 2014. Ordinary Resolution 3

4. To re-appoint Messrs Crowe Horwath as Auditors of the Company and to authorise the Directors to fix their remuneration.

Ordinary Resolution 4

As Special Business

To consider and, if thought fit, to pass the following Ordinary Resolutions with or without any modification:

5. AUTHORITY TO ISSUE SHARES

“THAT subject always to the Companies Act, 1965, Articles of Association of the Company and approvals from Bursa Malaysia Securities Berhad and any other governmental/regulatory bodies, where such approval is necessary, authority be and is hereby given to the Directors pursuant to Section 132D of the Companies Act, 1965 to issue and allot not more than ten percent (10%) of the issued capital of the Company at any time upon any such terms and conditions and for such purposes as the Directors may in their absolute discretion deem fit or in pursuance of offers, agreements or options to be made or granted by the Directors while this approval is in force until the conclusion of the next Annual General Meeting of the Company and that the Directors be and are hereby further authorised to make or grant offers, agreements or options which would or might require shares to be issued after the expiration of the approval hereof.”



6. RE-APPOINTMENT OF DIRECTOR PURSUANT TO SECTION 129(6) OF THE COMPANIES ACT, 1965

“THAT pursuant to Section 129(6) of the Companies Act, 1965, Dato’ Abu Sujak Bin Mahmud be and is hereby re-appointed as Director of the Company and to hold office until the conclusion of the next Annual General Meeting.”


By Order of the Board

TEO MEE HUI (MAICSA 7050642)LIM LEE KUAN (MAICSA 7017753)Company Secretaries

Selangor Darul Ehsan5 September 2014

Notes:

1. Member entitled to attend and vote at the meeting may appoint another person as his proxy to attend and vote in his stead. A proxy may but need not be a member of the Company. If the proxy is not a member, the proxy need not be an advocate, an approved company auditor or a person approved by the Registrar of Companies.

2. A Member may appoint only one (1) proxy or attorney or authorised representative. Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint only one (1) proxy in respect of each securities account it holds with ordinary shares of the company standing to the credit of the said securities account.

3. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.

4. The instrument appointing a proxy shall be in writing (in the common or usual form) under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

5. The instrument appointing a proxy and the power of attorney or other attorney, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at Symphony Share Registrars Sdn Bhd, Level 6, Symphony House, Block D13, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan not less than forty-eight (48) hours before the time for holding of the meeting or adjourned meeting.

6. The Date of Record of Depositors for the purpose of determining members’ entitlement to attend, vote and speak at the meeting is 22 September 2014.

Notice ofANNuAl geNeRAl MeetiNg(coNt’d)


Explanatory Notes to Special Business:

1. Item 1 of the Agenda - Audited Financial Statements and the Auditors’ Report for the financial year ended 31 March 2014 together with the Reports of Directors’ and Auditors

The Audited Financial Statements under this agenda item is meant for discussion only as the provision of Section 169(1) of the Companies Act, 1965 does not require a formal approval of the shareholders and hence this item is not put forward for voting.

2. Item 5 of the Agenda – Ordinary Resolution 5

The proposed resolution, if passed, will give flexibility to the Directors to issue shares to such persons at any time in their absolute discretion without convening a general meeting. This authorisation will expire at the conclusion of next Annual General Meeting of the Company.

This is the renewal of the mandate obtained from the members at the last Annual General Meeting (“the previous mandate”). The previous mandate was not utilised and accordingly no proceeds were raised.

The purpose of this general mandate is for possible fund raising exercises including but not limited to further placement of shares for purpose of funding current and/or future investment projects, working capital, repayment of borrowings and/or acquisitions.

3. Item 6 of the Agenda – Ordinary Resolution 6

The proposed resolution, if passed, will allow the director who is of or over the age of 70 years to be re-appointed as director of public company pursuant to Section 129 (6) of the Companies Act, 1965.

A vote by the majority of not less than three-fourths of members who are entitled to vote and voting in person or by proxy is required to pass this resolution.

Notice ofANNuAl geNeRAl MeetiNg(coNt’d)


Y. Bhg. Dato’ Abu Sujak bin Mahmud DSSA, KMN, PPT, PJK, a Malaysian aged 75, is the Independent Non-Executive Chairman of the Company and was appointed to the Board on 25 July 2006. He is also the Chairman of the Audit Committee and Nomination Committee and a member of the Remuneration Committee. Dato’ Abu Sujak began his career as an audit clerk in Jabatan Pembangunan Koperasi Malaysia in 1958. He then joined the Maktab Perguruan Bahasa in 1960 and taught for a period of five (5) years before pursuing his degree in the University of Malaya. He obtained a Bachelor of Arts in Malay Studies in 1970. Dato’ Abu Sujak joined Dewan Bandaraya Kuala Lumpur in 1971 and subsequently appointed as Secretary of Majlis Perbandaran Klang and Majlis Perbandaran Shah Alam. In 1986, he was chosen to stand for election, which marked his career as a politician. He served as a member of the Selangor State Legislative Council for three (3) terms and was also a member of the Selangor State Executive Council from 1986 to 1995. He was also appointed as Timbalan Menteri Besar Selangor in 1990 until 1995 and as the Datuk Bandar Majlis Bandaraya Shah Alam in 2000 until 2002. Dato’ Abu Sujak also sits on the Board of Brem Holding Berhad.

Y. Bhg. Dato’ Dr. Teh Kim Poo, DSSA, PJK, JP, a Malaysian aged 63, the founder and Managing Director of the Company, was appointed to the Board on 24 April 1995. He is also the Chairman of the Remuneration Committee. Dato’ Dr. Teh obtained a PhD in Total Quality Management (TQM) from Newport University USA in 2002. He also possesses a Diploma in Accounting (LCCI), Post Graduate Diploma in Marketing (CIM, UK) and Master in Business Administration in Marketing from University of Hull, UK. He is also a chartered marketer of the Chartered Institute of Marketing (CIM, UK). Dato’ Dr. Teh possesses in-depth knowledge and vast experience in the plastics industry and has successfully built up the Group into one of the more prominent plastic pipe manufacturers in Malaysia. As the Managing Director, he is responsible for the overall management and strategic direction of the Group.

Dato’ Dr. Teh was the State Assemblyman of Kawasan Pandamaran Selangor from 2004 to 2008. He is currently the Chairman of Barisan Nasional Bahagian Klang and Chairman of Malaysia Chinese Association (MCA) Klang Division. Dato’ Dr. Teh is appointed as the Port Klang Authority Chairman since April 2011. He does not hold any directorship in other public companies.

Y. Bhg. Datin Gan Jew, PJK, a Malaysian aged 60, the co-founder and Executive Director of the Company was appointed to the Board on 24 April 1995. She has vast experience in the handling of manufacturing operations of the Group. She is well versed with all the operations on the production floor and her management style encompasses a very hands-on approach. She is also experienced in human resource matters and has been very much involved in the selection and co-ordination of the Group’s employees. She is currently oversees the cost savings operations of the Group, a role where she is able to leverage upon her experience of over twenty (20) years in the industry.

Datin Gan is currently the Vice Chairman of Wanita MCA Selangor, Chairman of Wanita MCA Klang Division, Chairman of Wanita Gan Association Selangor, Chairman of Rukun Tetangga Southern Park Selangor, Treasurer of Rukun Tetangga Klang Division and Adviser to Wanita Hin Ann Association Selangor. She does not hold any directorship in other public companies.

diRectoRs’PRofile


Teh Leng Kang, PJK, a Malaysian aged 38, was appointed to the Board on 25 July 2006 as an Executive Director. He graduated from Western Michigan University with a degree in Mechanical Engineering. He joined Resintech Plastics (M) Sdn. Bhd. in 1998. He was in the Production Department during the first two (2) years of his service, where he gained invaluable knowledge and experience in the machineries and production processes. Subsequently, he joined the Group’s Sales and Marketing Department, wherein he expanded his knowledge in our sales and marketing activities. Mr Teh was one of the key persons involved in the launching and marketing of the HDPE corrugated sewer pipe in 2000. Over the years, he has continued to play a significant role in managing the production operations and has set his sights now on expanding the Group’s business. He is currently oversees the Group’s entire operation and also a member of Research & Development team, where he plays an important role in defining the scope of research and its objectives. He was appointed as the Management Representative position of Resintech Plastics (M) Sdn. Bhd.’s ISO team in 2003 and led the Company through the ISO renewal audits. He does not hold any directorship in other public companies.

Khairul Anuar bin Shaharudin, a Malaysian aged 40, was appointed to the Board on 25 July 2006 as an Independent Non-Executive Director of the Company. He is also a member of the Audit Committee and Nomination Committee. Encik Khairul Anuar obtained a LL.B (Hons) from the Universiti Kebangsaan Malaysia in 1998 and was duly admitted as an Advocate and Solicitor to the High Court of Malaya in 1999. He began his career by chambering in Messrs. Azmah & Maishiah from 1998 to 1999. Subsequently, he was made a partner in the legal firms of Messrs. Hanif Hassan & Co and Messrs. Khairul Anuar, Suhaila & Co. in 1999 and 2000 respectively. In 2001, Encik Khairul Anuar was appointed as the Managing Partner in the legal firm of Messrs. Jefrizal & Co. and this was followed by being a Managing Partner in Messrs. Khairul, Suhaila & Hazlina in 2002, a post which he holds until now.

He does not hold any directorship in other public companies.

Wei Hwei Hong, a Malaysian aged 38, is an Executive Director and also Financial Controller. She was appointed to the Board on 25 July 2006. She graduated from the University of Sheffield with a Bachelor of Arts (Hons). She is a fellow member of Association of Certified Chartered Accountants (ACCA) and also a member of Malaysia Institute of Accountants (MIA). Ms Wei possesses hands-on audit experience in one of the big four (4) accounting firms for a period of three (3) years, working on a vast array of projects. She joined Resintech Plastics (M) Sdn. Bhd. in May 2003 and currently, is responsible for overseeing the Accounts and Finance Department of the Group.

She does not hold any directorship in other public companies.

Kok Wee Wah, a Malaysian aged 48, is an Independent Non-Executive Director of the Company. He was appointed to the Board on 22 February 2008. He is also a member of the Audit Committee. Mr Kok is a fellow member of Association of Certified Chartered Accountants (ACCA) and also a member of Malaysia Institute of Accountants (MIA). He has many years experience in one of the big four (4) accounting firms and has worked in many other industries before he joined Resintech-Kapar Sdn. Bhd. in 2006. Mr Kok resigned as the General Manager of Resintech-Kapar Sdn. Bhd. in February 2008 and took on the position in the Board of Directors as Non-Independent Non-Executive Director. He was then re-designated to Independent Non-Executive Director on 15 June 2010. He does not hold any directorship in other public companies.

diRectoRs’ PRofile(coNt’d)


Notes to Directors’ Profile

1. Family Relationship

Save for the following, none of the Directors have any family relationships with any other Directors and/or Major Shareholders:-

• Dato’Dr.TehKimPooisthespouseofDatinGanJew,aDirectorandMajorShareholderoftheCompany.Heisalsothefather to Mr Teh Leng Kang, a Director of the Company.

• MrTehLengKangisthespouseofMsWeiHweiHong,aDirectoroftheCompanyandthesonofDato’Dr.TehKimPooand Datin Gan Jew.

2. Conflict of Interest

None of the Directors have any conflict of interest with the Company.

3. Conviction of Offences

None of the Directors have been convicted any offences (other than traffic offences) within the past 10 years.

4. Attendances at Board Meetings

The details of the Directors’ attendance at the Board Meetings are set out on page 22 of this Annual Report.

5. Directors’ Shareholdings

The details of the Directors’ Shareholdings are set out on pages 111 to 112 of this Annual Report.

diRectoRs’ PRofile(coNt’d)


chAiRMAN’s stAteMeNts

FINANCIAL AND OPERATIONAL HIGHLIGHTS

The Group recorded total revenue of RM86.2 million for the financial year ended 31 March 2014 as compared to RM84.7 million in the year before. Its profit before taxation of RM5.8 million and profit after taxation of RM5.0 million improved from RM3.0 million and RM2.8 million respectively as recorded in previous financial year.

The Group’s manufacturing and trading segments profitability has been badly hit by the escalating operational and finance costs but the performance has been partly offset by fair value gain on certain investment properties. The food and beverage segment has yet to turnaround during the year but losses has been minimized.

DIVIDENDS

The Group did not recommend any payment of dividend during the financial year.

Dear Valued Shareholders,

On behalf of the Board of Directors of Resintech Berhad, I am pleased to present to you the Annual Report and Financial Statements of Resintech Berhad for the financial year ended 31 March 2014.


OUTLOOK

The prospect of the new financial year is expected to be very challenging especially locally. Input costs has not gone down and this may persist, if not worsen. Many of us are feeling the pinch of rising utilities and other living costs. At the same time, shortages of certain local materials are stripping away the margin too. The outlook in the West Malaysia hasn’t been very positive as well. Despite the media reporting that the recent series of invasions and abductions in Sabah have not affected the tourism segment, the market is slowing down. The Group is therefore on the lookout for new market and product developments.

The Management is undertaking more restructuring in its main segment, which is the manufacturing and trading segment, to enhance the competitiveness of its finished products. We are also working on improving the food and beverage segment further by consolidating some of the outlets. Nonetheless, the Group continues to take mitigating steps to ensure impact of negative factors are minimised whilst still focusing on improving operational efficiency and cost effectiveness.

chAiRMAN’s stAteMeNts(coNt’d)

ACKNOWLEDGEMENT

On behalf of the Board, I wish to express our sincerest appreciation to the Group’s management and staff and other stakeholders for their untiring efforts, support and loyalty.

Y. Bhg. Dato Abu Sujak Bin MahmudChairman


1. COMPOSITION AND ATTENDANCE

During the financial year ended 31 March 2014, a total of five (5) Audit Committee meetings were conducted and the members of the Audit Committee and details of their attendance of the meetings during the financial period are as follows:

Attendance of meetings

Chairman: Dato’ Abu Sujak bin Mahmud(Senior Independent Non-Executive Chairman)

5/5

Members: Khairul Anuar bin Shaharudin(Independent Non-Executive Director)

5/5


5/5

2. SUMMARY OF TERMS OF REFERENCE

1. Composition

The Audit Committee shall be appointed from amongst the Board and shall comprise no fewer than three (3) members, a majority of whom shall be independent directors and all members should be Non-Executive Directors.

No alternate director shall be appointed as a member of the Audit Committee.

In the event of any vacancy with the result that the number of members is reduced to below three, the vacancy shall be filled within three (3) months.

The terms of office and performance of an Audit Committee and each of its members must be reviewed by the Board annually to determine whether such Audit Committee and members have carried out their duties in accordance with its terms of reference.

2. Chairman

The Chairman, who shall be elected by the Audit Committee, shall be an Independent Director.

3. Secretary

The Company Secretary or any authorised person shall be the secretary of the Audit Committee.

4. Meetings

The Audit Committee shall meet at least four (4) times in each financial year and may regulate its own procedure in lieu of convening a formal meeting by means of video or teleconference.

The quorum for a meeting shall be the majority of members present, who shall be Independent Directors.

The Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”) may attend the quarterly meetings upon the invitation of the Audit Committee although they do not have any voting rights.

All decisions at such meeting shall be decided on a show of hands on a majority of votes and that the Chairman shall have the casting vote should a tie arise.

The internal and external auditors have the right to appear at any meeting of the Audit Committee and shall appear before the Audit Committee when required to do so by the Audit Committee. The internal and external auditors may also request a meeting if they consider necessary.

Audit coMMittee RePoRt


5. Rights

The Audit Committee shall:

(a) have authority to investigate any matter within its terms of reference;(b) have the resources which are required to perform its duties;(b) have full and unrestricted access to any information pertaining to the Group;(c) have direct communication channels with the external auditors and person(s) carrying out the internal audit

function or activity;(d) have the right to obtain independent professional or other advice at the Company’s expense;(e) promptly report to Bursa Securities or such other name(s) as may be adopted by Bursa Securities, matters which

have not been satisfactorily resolved by the Board of Directors resulting in a breach of the listing requirements;(f) have the right to pass circular resolutions in writing by a majority vote from the Audit Committee (g) meet as and when required on a reasonable notice;(h) the Chairman shall call for a meeting upon the request of the External Auditors.

6. Duties

The Audit Committee shall carry out the following key matters in accordance with its terms of reference:-

a. Risk Management & Internal Control

To review the adequacy and effectiveness of the Company’s risk management and risk assurance process and recommend such measures to the Board and evaluate the quality and effectiveness of the Company’s Internal Control system and management information systems including compliance with applicable laws, rules, corporate governance requirements and guidelines.

b. Financial Reporting

To review the quarterly results and annual financial statements before recommending to the Board for approval for release to Bursa Securities.

c. External Audit

To recommend the appointment or re-appointment of the external auditors and audit fee to the Board; review and discuss the nature and scope of the external audit strategy and plan for the year and issues arising from the external auditors’ interim and final letters of recommendation to management, including management responses and the external auditors’ evaluation of the system of internal control.

d. Internal Audit

To review the adequacy of the scope, functions, competency, resources and authority of the internal audit function in carrying out its work, review the risk-based internal audit plans and programmes; and review the major findings reported by internal audit and follow up on management’s implementation of the recommended actions.

e. Related Party Transactions

To monitor related party transactions entered into by the Company or the Group and to determine if such transactions are undertaken on an arm’s length basis and normal commercial terms and on terms not more favourable to the related parties than those generally available to the public and to review conflicts of interest that may arise within the Company or the Group.

Audit coMMittee RePoRt(coNt’d)


3. SUMMARY OF ACTIVITIES

In line with the Terms of Reference of the Audit Committee, the following activities were undertaken by the Audit Committee during the financial year ended 31 March 2014:

(a) Reviewed the unaudited quarterly reports on the consolidated results of the Group;

(b) Reviewed the audited financial statements and ensured that the financial reporting and disclosure requirements of relevant authorities had been complied with before recommending to the Board for approval;

(c) Reviewed the Statement on Risk Management and Internal Control and Audit Committee Report for inclusion in the Annual Report;

(d) Reviewed related party transactions and conflict of interest situation that may arise within the Group;

(e) Reviewed the performance of the external auditors and made recommendation to the Board on re-appointment and remuneration of the external auditors;;

(f) Reviewed the external auditors’ report in relation to audit and accounting issues arising from the audit, new development and updates on the Financial Reporting Standards issued by the Malaysian Accounting Standards Board and their impact on the Group;

(g) Met with the external auditors without the presence of the executive Board members and Management;

(h) Reviewed the internal audit plan and reports presented by the internal auditors to ensure adequate scope and coverage of the activities of the Group; and

(i) Considered the appointment of the existing internal auditors and recommended to the Board for approval.

4. INTERNAL AUDIT FUNCTION

The Company’s internal audit function is outsourced to an external professional services firm. The principal objective of the internal audit function is to assist the Board to monitor the risks and to periodically review the system of internal control to ensure that the system of internal control established by Management is functioning effectively and satisfactorily in the Group.

As an independent function, the professional services firm reported directly to the Audit Committee. An internal audit plan for the year was prepared by the professional services firm and was approved by the Audit Committee.

In carrying out the internal audit plan for the year under review, the independent professional services firm carried out internal audit reviews on Procure to Pay Cycle of PT Resintech Indomas and Fixed Assets Management of Resintech Plastics Ca Sdn Bhd. These reviews were coordinated by the Group’s Management and staff. Reports from the professional services firm were studied and integrated for improvements where necessary. Audit Committee was updated on the progresses and agreed implementation plans.

The cost incurred for the internal audit function in respect of the financial year ended 31 March 2014 was RM46,000.

Audit coMMittee RePoRt(coNt’d)


The Board of Directors of Resintech Berhad (“the Company”) is committed in cultivating a responsible

organisation by instilling corporate conscience through excellence in corporate governance (“CG”)

standards at all times, including accountability and transparency are observed throughout the Group

as a fundamental part of building a sustainable business and discharging its responsibilities to protect

and enhance shareholder value and financial performance of the Group. This statement provides an

insight into the CG practices of the Company pursuant to the Principles and Recommendations as set

out in the Malaysian Code on Corporate Governance 2012 (“MCCG 2012”).

1. ESTABLISH CLEAR ROLES AND RESPONSIBILITIES

1.1 Clear functions of the Board and those delegated to Management

The Board is responsible for formulating and reviewing the strategic plans and key policies of the Company, and charting the course of the Group’s business operations whilst providing effective oversight of Management’s performance, risk assessment and controls over business operations.

The Board delegates and confers some of its authorities and discretion on the Chairman, Executive Directors, and Management as well as on properly constituted Board Committees comprising mainly/exclusively Non-Executive Directors.

There is a clear division of responsibilities between the Chairman of the Board and the Managing Director (“MD”). The Chairman leads strategic planning at the Board level, while the Executive Directors are responsible for the implementation of the policies laid down and executive decision-making.

The role of Management is to support the Executive Directors and implement the running of the general operations and financial business of the Company, in accordance with the delegated authority of the Board.

The Board Committees made up of Audit Committee (“AC”), Nomination Committee (“NC”) and Remuneration Committee (“RC”); and are entrusted with specific responsibilities to oversee the Group’s affairs, with authority to act on behalf of the Board in accordance with their respective Terms of Reference. At each Board meeting, the Chairmen of the relevant Board Committees report to the Board on key issues deliberated by the Board Committees at their respective meetings.

In general, the Non-Executive Directors are independent of Management. Their roles are to constructively challenge Management and monitor the success of Management in delivering the approved targets and business plans within the risk appetite set by the Board. They have free and open contact with Management at all levels, and they engage with the external and internal auditors to address matters concerning Management and oversight of the Company’s business and operations.

Key matters reserved for the Board’s approval include the annual business plan and budget, capital management and investment policies, authority limits/levels, risk management policies, declaration of dividends, business continuity plan, issuance of new securities, business restructuring, expenditure above a certain limit, material acquisitions and disposition of assets.

stAteMeNt oNcoRPoRAte goVeRNANce


1.2 Clear roles and responsibilities in discharging fiduciary and leadership functions

The Board has discharged its responsibilities in the best interests of the Company. The following are among the key responsibilities of the Board:

(a) Reviewing and adopting the Company’s strategic plans

The Board has in place a strategy planning process, whereby MD presents to the Board its recommended strategy annually, together with the proposed business plans for the ensuing year for the Board’s review and approval. The Board will deliberate both Management’s and its own perspectives, and challenge the Management’s views and assumptions to ensure the best outcome.

(b) Overseeing the conduct of the Company’s business

The MD is responsible for the day-to-day management of the business and operations of the Group in respect of both its regulatory and commercial unctions. He is supported by Management and the Finance Director.

Management’s performance, under the leadership of MD, is assessed by the Board through monitoring the success in delivering the approved targets and business plans against the performance of the Group.

(c) Succession Planning

The Board has entrusted the NC and RC with the responsibility to review candidates for the Board and key management positions and to determine remuneration packages for these appointments, and to formulate nomination, selection, remuneration and succession policies for the Group.

(d) Overseeing the development and implementation of a shareholder communications policy for the Company

The Company strongly believes that effective and timely communication is essential in maintaining good relations with the shareholders, investors and investment community. The Company carried out its Investor Relations (“IR”) activities with reference to its stated Corporate Disclosure Policy, which is available on its website.

The Company has identified Dato’ Abu Sujak bin Mahmud, as the Senior Independent Non-Executive Director to whom concerns of shareholders and other stakeholders may be conveyed.

In addition to the above, shareholders and investors can make inquiries about IR matters with designated management personnel directly responsible for investor relations, via dedicated e-mail addresses available on the corporate website.

(e) Reviewing the adequacy and integrity of management information and internal control system of the Company

The Board is ultimately responsible for the adequacy and integrity of the Company’s internal control system. Details pertaining to the Company’s internal control system and the reviews of its effectiveness are set out in the Statement on Risk Management and Internal Control of this Annual Report.

stAteMeNt oN coRPoRAte goVeRNANce(coNt’d)


1.3 Formalised ethical standards through Code of Conduct

The Board is guided by the Code of Conduct for Directors and Employees in discharging its oversight role effectively. The Code of Conduct require all Directors to observe high ethical business standards, and to apply these values to all aspects of the Group’s business and professional practice and act in good faith in the best interests of the Group and its shareholders. A summary of the Code of Conduct was published on the corporate website.

In addition, the Company’s Whistleblowing Policy as published in the Company’s website seek to foster an environment where integrity and ethical behaviour are maintained and any illegal or improper action and/or wrong doing in the Company may be exposed.

1.4 Strategies promoting sustainability

The Board formalises the Company’s strategies on promoting sustainability. Discussion was held amongst the Directors to explore future investment and expansion of business in other countries.

1.5 Access to information and advice

The Directors have individual and independent access to the advice and dedicated support services of the Company Secretaries in ensuring the effective functioning of the Board. The Directors may seek advice from Management on issues under their respective purview. The Directors may also interact directly with Management, or request further explanation, information or updates on any aspect of the Company’s operations or business concerns from them.

In addition, the Board may seek independent professional advice at the Company’s expense on specific issues to enable it to discharge its duties in relation to matters being deliberated.

1.6 Qualified and competent company secretaries

The Board is regularly updated and apprised by the Company Secretary on new regulation issued by the regulatory authorities. The Company Secretary also serves notice to the Directors and Principal Officers to notify them of closed periods for trading in the Company’s securities.

The Company Secretary attends and ensures that all Board meetings are properly convened, and that accurate and proper records of the proceedings and resolutions passed are taken and maintained in the statutory register of the Company.

The Company Secretary works closely with Management to ensure that there are timely and appropriate information flows within and to the Board and Board Committees.

1.7 Board Charter

In discharging its duties, the Board is constantly mindful of the need to safeguard the interests of the Group’s stakeholders. In order to facilitate the effective discharge of its duties, the Board is guided by the Board Charter which was adopted by the Board on 15 March 2013 and the same was published on the corporate website.

The Board Charter serves to ensure that all Board members acting on the Group’s behalf are aware of their expanding roles and responsibilities. It sets out the strategic intent and specific responsibilities to be discharged by the Board members collectively and individually. It also regulates on how the Board conducts business in accordance with CG principles.



2.0 STRENGTHEN COMPOSITION

2.1 Nomination Committee (“NC”)

The NC comprises exclusively Independent Non-Executive Directors.

The NC is guided by specific terms of reference and the NC’s duties are as follows:

• TorecommendcandidatesforalldirectorshipstobefilledbyshareholdersortheBoard;• TorecommendcandidatestofilltheseatsonBoardCommittees;• ToassessthecontributionofeachindividualDirector;• ToreviewannuallytheBoardstructure,size,compositionandthebalancebetweenExecutiveDirectors,Non-

Executive Directors and Independent Directors to ensure that the Board has the appropriate mix of skills and experience including core competencies which Directors should bring to the Board and other qualities to function effectively and efficiently;

• TotakethenecessarystepstoensurethatwomencandidatesaresoughtaspartoftheCompany'srecruitmentexercise to meet its gender diversity policy;

• ToreviewannuallytheindependenceofIndependentDirectors;• Toensureexistenceofanappropriate frameworkandsuccessionplan for theExecutiveDirectorandsenior

management of the Company; • To identify suitable orientation, educational and training programmes for continuous development of

Directors;• ToestablishandimplementprocessesforassessingtheeffectivenessoftheBoardasawhole,theCommittees

of the Board and assessing the contribution of each Director; and• ToconsiderothermattersasreferredtotheCommitteebytheBoard.

2.2 Senior Independent Non-Executive Director

The Board has identified the Independent Non-Executive Director, Dato’ Abu Sujak Bin Mahmud, as the Senior Independent Non-Executive Director to whom concerns of shareholders and other stakeholders may be conveyed. The NC was chaired by Dato’ Abu Sujak Bin Mahmud.

Dato’ Abu Sujak Bin Mahmud can be contacted by e-mail at [email protected]

2.3 Develop, maintain and review criteria for recruitment and annual assessment of Directors

Board appointment process The NC is responsible for identifying and recommending suitable candidates for Board membership and also for

assessing the performance of the Directors on an on-going basis. The Board will have the ultimate responsibility and final decision on the appointment. This process shall ensure that the Board membership was accurately reflects the long-term strategic direction and needs of the Company and determines skills matrix to support strategic direction and needs of the Company.

Management shall then engage broadly to develop a pool of interested potential candidates meeting the skills, expertise, personal qualities and diversity requirements for both the Board and the Committee appointments.

The NC evaluates and matches the criteria of the candidate, and will consider diversity, including gender, where appropriate, and recommends to the Board for appointment.

Consideration will be given to those individuals possessing the identified skill, talent and experience.

The NC will contact those persons identified to determine interest in serving the Company. This communication will ensure that prospective Board members have clarity regarding the nominating process as well as Director/Board profiles, roles and responsibilities, expectations of time commitments and other information as required.



2.3 Develop, maintain and review criteria for recruitment and annual assessment of Directors (cont’d)

Board appointment process (cont’d) According to the Articles of Association of the Company, all Directors are required to submit themselves for re-election

at intervals of not more than three (3) years. The Articles of Association also state that one-third (1/3) of the Board members shall retire from office at the Annual General Meeting (“AGM”) and shall be eligible for re-election at the same AGM.

The new Director(s) duly appointed by the Board are then recommended for re-election at the AGM.

The Company shall then provide orientation and on-going education to the Board.

In making the selection, the Board is assisted by the NC to consider the following aspects:

• Probity,personalintegrityandreputation–thepersonmusthavethepersonalqualitiessuchashonesty,integrity,diligence and independence of mind and fairness.

• Competenceandcapability–thepersonmusthavethenecessaryskills,abilityandcommitmenttocarryouttherole.

Annual Assessment The Board reviews and evaluates its own performance and the performance of its Committees on an annual basis.

The Board evaluation comprises a Board Assessment, an Individual Director Assessment and an Assessment of Independence of Independent Directors.

The assessment of the Board is based on specific criteria, covering areas such as the Board structure, Board operations, roles and responsibilities of the Board, the Board Committee and the Chairman’s role and responsibilities.

For Individual Director Assessment, the assessment criteria include contribution to interaction, quality of inputs, and understanding of role.

The results of the assessment would form the basis of the NC’s recommendation to the Board for the re-election of Directors at the next AGM.

The NC also undertakes yearly evaluation of the performance of the CFO whose remuneration is directly linked to performance, based on her score sheet. For this purpose, the performance evaluation for the year 2014 of the CFO was reviewed by the NC on 25 July 2014.

Gender diversity policy The Company has two (2) female directors for the time being, and shall maintain this gender diversity policy until

31 December 2015. Nonetheless, the Company will endeavour to achieve a higher target through the progressive refreshing of the Board as it implements the nine-year policy for Independent Non-Executive Directors.

2.4 Remuneration Policies and Procedures

The RC and the Board ensure that the Company’s remuneration policy remains supportive of the Company’s corporate objectives and is aligned with the interest of shareholders, and further that the remuneration packages of Directors and key Senior Management Officers are sufficiently attractive to attract and to retain persons of high calibre.

The RC reviews annually the performance of the Executive Directors and submits recommendations to the Board on specific adjustments in remuneration and/or reward payments that reflect their respective contributions for the year, and which are depend on the performance of the Group, achievement of the goals and/or quantified organisational targets as well as strategic initiatives set at the beginning of each year.

The Board as a whole determines the remuneration of Non-Executive Directors and recommends the same for shareholders’ approval.



2.4 Remuneration Policies and Procedures (cont’d)

The Executive Directors are not entitled to the above Director’s fee and any meeting allowance for Board or Board Committee Meetings they attend. The remuneration package of the Executive Directors consists of monthly salary, bonus and benefits-in-kind such as company car and the benefit of Directors and Officers Liability Insurance in respect of any liabilities arising from acts committed in their capacity as Directors and Officers of the Company. The Directors and principal officers are required to contribute jointly towards the premium of the said policy.

Details of the Directors’ remuneration (including benefits-in-kind) of each Director during the financial year ended 31 March 2014 are as follows:

(a) Total Remuneration

Executive Directors

RM

Non-Executive Directors

RMTotal

RM

Basic Salary 960,000.00 - 960,000.00

Bonuses & incentives 81,000 - 81,000.00

Fees 120,000.00 109,800.00 229,800.00

Benefits-in-kind 117,680.00 15,000.00 132,680.00

Total 1,278,680.00 124,800.00 1,403,480.00

(b) Directors’ remuneration by bands

Executive Non-Executive Total

Below RM50,000 - 3 3

RM150,001 to RM200,000 1 - 1

RM250,001 to RM300,000 2 - 2

RM500,001 to RM550,000 1 1 1

Total number of Directors 4 3 7

The details of individual Director’s remuneration are not disclosed as the Board considers the above disclosures on the Directors’ remuneration are sufficient to cater to the transparency and accountability aspects of the Code.

3.0 REINFORCE INDEPENDENCE

3.1 Annual Assessment of Independence

The Board, through the NC, assesses the independence of Independent Directors annually. The criteria for assessing the independence of an Independent Director include the relationship between the Independent Director and the Company and his involvement in any significant transaction with the Company.

Based on the above assessment in 2013/2014, the Board is generally satisfied with the level of independence demonstrated by all the Independent Directors, and their ability to bring independent and objective judgement to board deliberations.

Dato’ Abu Sujak bin Mahmud, one (1) of the Independent Non-Executive Directors, is seeking for re-appointment at the forthcoming AGM. The NC is satisfied that Dato’ Abu Sujak bin Mahmud has demonstrated that he is independent of management and free from any business or other relationship which could interfere with the exercise of independent judgement. The Board therefore recommends and supports his proposed re-appointment.



3.2 Tenure of Independent Directors

The Board has adopted a nine-year policy for Independent Non-Executive Directors. An Independent Director may continue to serve on the Board subject to the director’s re-designation as a Non-Independent Director. Otherwise, the Board will justify and seek shareholders’ approval at the AGM in the event it retains the Director as an Independent Director.

None of the Independent Non-Executive Directors served more than nine years in the Company.

3.3 Shareholders’ approval for the Continuance in Office as Independent Directors

The Board would seek shareholders’ approval at the AGM if an Independent Director who has served in that capacity for more than nine years shall remain as an Independent Director.

The NC will assess the independence of the Independent Director based on the assessment criteria developed by the NC, and recommended to the Board for recommendation to shareholders for approval. Justification for the Board’s recommendation would be provided to shareholders.

3.4 Separation of the Positions of the Chairman and the MD

The positions of the Chairman and the MD are held by two different individuals. Dato’ Abu Sujak bin Mahmud, a Senior Independent Non-Executive Director, is the Chairman whereas Dato’ Dr. Teh Kim Poo is the Company’s MD.

The distinct and separate roles of the Chairman and MD, with a clear division of responsibilities, ensure a balance of power and authority, such that no one individual has unfettered powers of decision-making.

3.5 Composition of the Board

The Board of Directors currently comprises seven (7) members, of whom three (3) are Independent Non-Executive Directors (including the Chairman), and four (4) Executive Directors. The three (3) Independent Non-executive Directors fulfilled the criteria of independence as defined in the Market Market Listing Requirements (“MMLR”). The Independent Non-Executive Directors do not participate in the day-to-day management of the Company and do not involve themselves in business transactions or relationships with the Company, in order not to compromise their objectivity. In staying clear of any potential conflict of interest, the Independent Non-Executive Directors remain in a position to fulfill their responsibility to provide check and balance to the Board.

The Board composition has met the MMLR and the MCCG for a balance board with Independent Directors constituting more than one-third of the Board.

The Independent Non-Executive Directors are of the caliber necessary to provide an independent judgment on the issues of strategy, performance and resource allocation. They carry sufficient weight in Board decisions to ensure long-term interest of the shareholders, employees, customers and other stakeholders.

The seven (7) members of the Board are persons of high calibre and integrity, and they possess the appropriate skills and provide a wealth of knowledge, experience and skills in the key areas of accountancy, business operations and development, finance and risk management, amongst others.

Jointly with the CFO, the MD is accountable to the Board over the daily management and development of the Company.

The profile of each of the Member of the Board is presented on the pages 7 to 8 of this Annual Report.



4.0 FOSTER COMMITMENT

4.1 Time Commitment

The Board is satisfied with the level of time commitment given by the Directors towards fulfilling their roles and responsibilities as Directors of the Company. This is evidenced by the attendance record of the Directors at Board Meetings, as set out in the table.

Name of Director DesignationNo. of meetings

attended

Dato’ Abu Sujak bin Mahmud Independent Non-Executive Chairman 5/5

Dato’ Dr. Teh Kim Poo, DSSA, PJK, JP Managing Director 3/5

Datin Gan Jew, PJK Executive Director 5/5

Teh Leng Kang, PJK Executive Director 5/5

Khairul Anuar bin Shaharudin Independent Non-Executive Director 5/5

Wei Hwei Hong Executive Director 5/5

Kok Wee Wah Independent Non-Executive Director 5/5

To ensure that the Directors have the time to focus and fulfil their roles and responsibilities effectively, the Directors must not hold directorships at more than five (5) public listed companies and shall notify the Chairman before accepting any new directorship.

To facilitate the Directors’ time planning, an annual meeting schedule is prepared and circulated at the beginning of every year, as well as the tentative closed periods for dealings in securities by Directors based on the targeted date of announcements of the Group’s quarterly results.

4.2 Training

All Directors have completed the Mandatory Accreditation Programme (”MAP”) as prescribed by Bursa Securities. The Company will continue to identify suitable training for the Directors to equip and update themselves with the necessary knowledge in discharging their duty and responsibilities as Directors.

The Directors are encouraged to attend briefing, conferences, forums, trade fairs (locally and internationally), seminars and training to keep abreast with the latest developments in the industry and to enhance their skills and knowledge.

During the financial year under review, Datin Gan Jew has not attended any training due to her business commitments.



4.0 FOSTER COMMITMENT (CONT’D)

4.2 Training (Cont’d)

During the financial year ended 31 March 2014, the Directors have attended the following training, seminars, conferences and exhibitions which they considered vital in keeping abreast with changes in laws and regulation, business environment, and corporate government development:-

Directors Date of Course Seminar / Course

Dato’ Abu Sujak bin Mahmud 25 November 2013Risk Management & Internal Control Workshops for Audit Committee Members

Dato’ Dr. Teh Kim Poo, DSSA, PJK, JP 20-30 June 2013Working Visit to Beijing, Yiwu, Xiamen, China.

Khairul Anuar bin Shaharudin

11&12 October 2013The 4th Global Entrepreneurship Summit 2014

11 November 2013Islamic Financial Intelligence Summit 2013

20 November2013Leverage in Practice : Briefing on Government Facilities for Firms

22 & 23 January 2014Malaysia 3rd Conference Annual Property

Teh Leng Kang 12-14 September 2013CIMB Business Delegation to Myanmar 2013

Wei Hwei Hong 12 November 2013 Deloitte TaxMax 39th Series

Kok Wee Wah 29 November 2013Risk Management & Internal Control Workshops for Audit Committee Members

5.0 UPHOLD INTEGRITY IN FINANCIAL REPORTING

5.1 Compliance with applicable financial reporting standards

The Board is committed to provide a balanced, clear and meaningful assessment of the financial performance and prospects of the Company via all disclosures and announcements made.

The Board is assisted by the AC to oversee and scrutinise the process and quality of the financial reporting, includes reviewing and monitoring the integrity of the financial statements and the appropriateness of the Company’s accounting policies to ensure accuracy, adequacy and completeness of the report, as well as in compliance with the relevant accounting standards.

5.2 Assessment of suitability and independence of external auditors

The AC is responsible for reviewing audit, recurring audit-related and non-audit services provided by the external auditors. These recurring audit-related and non-audit services comprise regulatory reviews and reporting, interim reviews, tax advisory and compliance services.

The terms of engagement for services provided by the external auditors are reviewed by the AC prior to submission to the Board for approval.



5.0 UPHOLD INTEGRITY IN FINANCIAL REPORTING (CONT’D)

5.2 Assessment of suitability and independence of external auditors (cont’d)

The AC has reviewed the provision of non-audit services by the external auditors during the year and concluded that the provision of these services did not compromise the external auditors’ independence and objectivity as the amount of the fees paid for these services was not significant when compared to the total fees paid to the external auditors.

Having satisfied itself with the performance of Messrs Crowe Horwath, the AC will recommend their re-appointment to the Board, upon which the shareholders’ approval will be sought at the AGM.

6.0 Recognise and manage risks

6.1 Sound framework to manage risks

The Board oversees, reviews and monitors the operation, adequacy and effectiveness of the Group’s system of internal controls.

The Board has yet to adopt any Risk Management Framework and will take the necessary steps in addressing the same by the next financial year ending 31 March 2015.

The Company continues to maintain and review its internal control procedures to ensure the protection of its assets and its shareholders’ investment.

6.2 Internal Audit Function

The Company has outsourced its Internal audit function to a professional services firm namely BDO Advisory Sdn. Bhd. to assist the AC in discharging its duties and responsibilities in respect of reviewing the adequacy and effectiveness of the Group’s risk management and internal control systems.

The Statement on Risk Management and Internal Control as included on pages 27 to 28 of this Annual Report provides the overview of the internal control framework adopted by the Company during the financial year ended 31 March 2014.

7.0 ENSURE TIMELY AND HIGH qUALITY DISCLOSURE

7.1 Corporate Disclosure Policy and Procedures

The Company has put in place a Corporate Disclosure Policy with the objective to ensure communications to the public are timely, factual, accurate, complete, broadly disseminated and where necessary, filed with regulators in accordance with applicable laws.

The MD and CFO are responsible for determining materiality of information and ensuring timely, complete and accurate disclosure of material information to the investing public in accordance with securities laws and stock exchange rules and regulations, monitoring compliance with this policy and overseeing the disclosure controls and procedures.

Sufficient information would be provided to the Company Secretary for drafting of necessary announcement.

The Board is mindful that information which is expected to be material must be announced immediately, and that the confidential information should be handled properly to avoid leakage and improper use of such information.



7.0 ENSURE TIMELY AND HIGH qUALITY DISCLOSURE (CONT’D)

7.2 Leverage on information technology for effective dissemination of information

The Company’s website provides all relevant corporate information and it is accessible by the public. The Company’s website includes share price information, all announcements made by the Company, Annual Reports, financial results, corporate calendar as well as the corporate governance statement of the Company.

Through the Company’s website, the stakeholders are able to direct queries to the Company.

8.0 STRENGTHEN RELATIONSHIP BETWEEN COMPANY AND SHAREHOLDERS

8.1 Encourage shareholder participation at general meetings

In an effort to encourage greater shareholders’ participation at AGMs, the Board takes cognisance in serving longer than the required minimum notice period for AGMs, when possible. The Chairman cum the Senior Independent Director ensure that the Board is accessible to shareholders and an open channel of communication is cultivated.

The Company encloses the Annual Report together with the notice of AGM with regard to, amongst others, details of the AGM, their entitlement to attend the AGM, the right to appoint proxy and also qualification of proxy.

The Company allows a shareholder to appoint a proxy who may not be a member of the Company. If the proxy is not a member of the Company, he/she need not be an advocate, an approved company auditors or a person approved by the Registrar of Companies.

To further promote participation of members through proxies, which in line with the MMLR, the Company had amended its Articles of Association to include explicitly the right of proxies to speak at general meetings.

8.2 Encourage poll voting

At the 18th AGM of the Company held on 27 September 2013, all resolutions put forth for shareholders’ approval at the meeting were voted on by show of hands.

The Chairman would ensure that shareholders were informed of their rights to demand a poll vote at the commencement of the AGM.

8.3 Effective communication and proactive engagement

At the previous 18th AGM, Directors were present in person to engage directly with, and be accountable to the shareholders for their stewardship of the Company. The Directors, Management and external auditors were in attendance to respond to the shareholders’ queries.

From the Company’s perspective, the AGM also serves as a forum for Directors and Management to engage with the shareholders personally to understand their needs and seek their feedback. The Board welcomes questions and feedback from shareholders during and at the end of shareholders’ meeting and ensures their queries are responded in a proper and systematic manner.

COMPLIANCE STATEMENT

The Board is satisfied that the Company has in 2013/2014 complied with the principles and recommendations of the MCCG 2012 save for otherwise indicated in this Statement.

This statement is made in accordance with the resolution of the Board dated 25 July 2014.



AdditioNAl coMPliANce iNfoRMAtioN

1. SHARE BUY-BACKS

During the financial year, the Company did not purchase its own shares from the open market.

2. OPTIONS OR CONVERTIBLE SECURITIES

The Company did not issue any options or convertible securities during the financial year.

3. DEPOSITORY RECEIPT PROGRAMME

The Company did not sponsor any Depository Receipt Programme during the financial year.

4. SANCTIONS AND/OR PENALTIES

There were no material sanctions and/or penalties imposed on the Company and its subsidiaries, Directors or Management by any regulatory bodies during the financial year.

5. NON-AUDIT FEES

During the financial year, the non-audit fees incurred for services rendered to the Company and its subsidiaries by the auditors, or a firm or corporation affiliated to the auditors’ firm amounted to RM46,400.00.

6. VARIATION IN RESULTS

There was no material variance of 10% or more between the audited results for the financial year ended 31 March 2014 and the unaudited results previously announced.

7. PROFIT GUARANTEE

There were no profit guarantees received by the Company during the financial year.

8. MATERIAL CONTRACTS INVOLVING DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTEREST

There were no material contracts entered into by the Company and its subsidiaries involving Directors’ and Major Shareholders’ interests, either still subsisting at the end of the financial year, or which were entered into since the end of the previous financial year.

9. UTILISATION OF PROCEEDS

There were no proceeds raised from any corporate proposals during the financial year.

10. RECURRENT RELATED PARTY TRANSACTIONS OF REVENUE NATURE (“RRPT”)

There was no shareholders’ mandate obtained in respect of RRPT of revenue or trading nature during the financial year end.


The Board is committed to maintaining a sound system of internal control and risk management

practices. In accordance with the Paragraph 15.26(b) of the MMLR of Bursa Securities, the Board

append herewith its Statement on Risk Management and Internal Control within the Group during

the financial year ended 31 March 2014.

BOARD RESPONSIBILITY

The Board recognises the importance of sound system of internal control to safeguard shareholders’ investment and the Group’s assets against potential shortcomings.

The Board is also aware of the limitations inherent in any internal control systems. As such, a sound internal control system manages the potential risk of failure to achieve corporate objectives rather than totally eliminating it. Therefore, the system of internal control can only provide reasonable assurance, not absolute assurance, against any material misstatements or losses. With such benefits and limitations, due consideration was given to weigh the cost as compared to the expected benefits from the devising and implementing the control procedures. Additionally, the MD and CFO have given assurance to the Board that the system is operating adequately and effectively to meet the Group’s objectives.

RISK MANAGEMENT

The Board acknowledges that there is an underlying and ongoing process in the Group for the identification, evaluation and mitigation of its significant risks. Management from each department identifies their risks within the defined parameters and standards. Such process was exercised through periodic management meetings held to communicate and deliberate key issues and risks amongst Management team members. Where appropriate, controls are devised, revised, improved and implemented.

INTERNAL AUDIT FUNCTION

The Board has continued to be assisted by the outsourced external consultants in carrying out the internal audit function. The Board review and evaluate the reports presented by the consultants on the implementation of the system and on the recommendations of best practices. During the financial year under review, two (2) internal audit reviews were carried out. For the financial year under review, the cost incurred for the internal audit function amounted to RM46,000.

OTHER KEY ELEMENTS OF INTERNAL CONTROLS

The other key elements of the Group’s internal control system are as follows:-

a) Well Defined Organisational Structure

Key responsibilities are clearly defined and authorisation policy sets out appropriate authorization limit.

b) Operating Manual

Internal policies and procedures are properly documented in the Standard Operating Procedures manuals.

stAteMeNt oN RisK MANAgeMeNt ANd iNteRNAl coNtRol


OTHER KEY ELEMENTS OF INTERNAL CONTROLS (CONT’D)

c) Management Meetings

Regular management meetings are conducted to review and discuss on relevant progresses and reports.

d) Internal Audit Activities

Internal audit activities are conducted to assess adequacy of controls and monitor of compliance with the Group’s Policies and Procedures.

e) Management Visits

Members of the senior management team carried out inspections regularly as a check to ensure that operations are running smoothly and problems arisen are solved without delay.

f) Financial Results

Financial results are reviewed and approved quarterly by the Audit Committee and the Board.

CONCLUSION

The Board is of the view that the risk management and internal control system in place for the financial year under review, and up to the date of approval of this Statement, is satisfactory. During the financial year under review, a number of internal control weaknesses were identified and presented for improvement discussion. These are not expected to result in any material loss.

The Group will continue improving and enhancing the existing system of internal control pertaining to the identified risks with the anticipation of changing business environment.

This statement has been reviewed by the Group’s external auditors in accordance with Recommended Practice Guide (“RPG”) 5 (Revised) : Guidance for the Auditors on Engagement to Report on the Statement on Risk Management and Internal Control.

This statement is made in accordance with the resolution of the Board dated 28 August 2014.

stAteMeNt oN RisK MANAgeMeNt ANd iNteRNAl coNtRol(coNt’d)


The Board of Directors of the Company is responsible in preparing financial statements which are in accordance with the applicable Approved Accounting Standards in Malaysia and the MMLR of Bursa Securities.

The Directors are responsible for ensuring that the Company and the Group keep proper accounting records to enable the Company and the Group to disclose, with reasonable accuracy and without any material misstatement, so as to give a true and fair view on the financial position of the Company and the Group as at 31 March 2014 and the results and cash flows of the Company and the Group for the financial year ended on that date.

In preparing the financial statements for the financial year ended 31 March 2014, the Directors have:

a) adopted the relevant and appropriate accounting policies consistently;b) made judgements and estimates that are reasonable and prudent;c) adopted applicable accounting standards, subjects to any material departures, if any, which will be disclosed and explained

in the financial statements; andd) prepared the financial statements on the assumption that the Company and the Group will operate as going concern.

diRectoR’s ResPoNsibilitiesstAteMeNt


coRPoRAte sociAl ResPoNsibility stAteMeNt

Resintech Group is fully aware of its corporate responsibilities for the community, employees, the environment and other stakeholders. Resintech incorporates corporate social responsibility (“CSR”) concepts into its operations and decision making through a transparent approach by communicating to its stakeholders and encouraging their feedback through prompt and detailed disclosure. The Group constantly reviews its employee well-being by ensuring continuous learning through on-the-job training, external training and seminars. The Group also provides practical training for university students.

Resintech made effort to provide health and safe working environment which includes periodic inspections on firefighting equipment, conducting fire drill training, providing safety wear, to name a few. As we do so, our actions improve the quality of life for the people of Resintech Group as well as the community at large.

In short, Resintech strongly supports CSR practices as a contribution to society, environment and human resource which would enable the organisation to generate value and hope to continue contributing actively in future.

fiNANciAlstAteMeNts32 DIRECTORS’ REPORT

36 STATEMENT BY DIRECTORS

36 STATUTORY DECLARATION

37 INDEPENDENT AUDITORS’ REPORT

39 STATEMENTS OF FINANCIAL POSITION

41 STATEMENTS OF PROFIT OR LOSS AND

OTHER COMPREHENSIVE INCOME

43 STATEMENTS OF CHANGES IN EQUITY

44 STATEMENTS OF CASH FLOWS

46 NOTES TO THE FINANCIAL STATEMENTS

Resintech berhad (341662-X) Annual Report 201432

The directors of Resintech Berhad have pleasure in submitting their report and the audited financial statements of the Group and of the Company for the financial year ended 31 March 2014.

PRINCIPAL ACTIVITIES

The Company is principally engaged in the business of investment holding. The principal activities of the subsidiaries are disclosed in Note 5 to the financial statements. There have been no significant changes in the nature of these activities during the financial year.

RESULTS

The Group The Company

RM’000 RM’000

Profit/(Loss) after taxation for the financial year 4,955 (118)

Attributable to:-

Owners of the Company 4,962 (118)

Non-controlling interests (7) -

4,955 (118)

DIVIDENDS

No dividend was paid since the end of the previous financial year and the directors do not recommend the payment of any dividend for the current financial year.

RESERVES AND PROVISIONS

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

ISSUES OF SHARES AND DEBENTURES

During the financial year,

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

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

WARRANTS

The Company has 68,600,000 2011/2016 Warrants in issue as at 31 March 2014.

The main features of the Warrants are detailed in Note 18 to the financial statements.

directors’ report

Resintech berhad (341662-X) Annual Report 2014 33

OPTIONS GRANTED OVER UNISSUED SHARES

During the financial year, no options were granted by the Company to any person to take up any unissued shares in the Company.

BAD AND DOUBTFUL DEBTS

Before the financial statements of the Group and of the Company were made out, the directors took reasonable steps to ascertain that action had been taken in relation to the writing off of bad debts and the making of allowance for impairment losses on receivables, and satisfied themselves that all known bad debts had been written off and that adequate allowance had been made for impairment losses on receivables.

At the date of this report, the directors are not aware of any circumstances that would require the further writing off of bad debts, or the additional allowance for impairment losses on receivables in the financial statements of the Group and of the Company.

CURRENT ASSETS

Before the financial statements of the Group and of the Company were made out, the directors took reasonable steps to ascertain that any current assets other than debts, which were unlikely to be realised in the ordinary course of business, including their values as shown in the accounting records of the Group and of the Company, have been written down to an amount which they might be expected to realise.

At the date of this report, the directors are not aware of any circumstances which would render the values attributed to the current assets in the financial statements of the Group and of the Company misleading.

VALUATION METHODS

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

CONTINGENT AND OTHER LIABILITIES

The contingent liability is disclosed in Note 41 to the financial statements. At the date of this report, there does not exist:-

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

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

No contingent or other liability of the Group and of the Company has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial year which, in the opinion of the directors, will or may substantially affect the ability of the Group and of the Company to meet their obligations when they fall due.

CHANGE OF CIRCUMSTANCES

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

directors’ report(cont’d)


ITEMS OF AN UNUSUAL NATURE

The results of the operations of the Group and of the Company during the financial year were not, in the opinion of the directors, substantially affected by any item, transaction or event of a material and unusual nature.

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

DIRECTORS

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

Dato’ Dr. Teh Kim Poo, DSSA, PJK, JPDatin Gan Jew, PJKDato’ Abu Sujak Bin Mahmud Khairul Anuar Bin ShaharudinTeh Leng Kang, PJKWei Hwei Hong Kok Wee Wah

DIRECTORS’ INTERESTS

According to the register of directors’ shareholdings, the interests of directors holding office at the end of the financial year in shares in the Company and its related corporations during the financial year are as follows:-

Number Of Ordinary Shares Of RM0.50 Each

At At

1.4.2013 Bought Sold 31.3.2014

The Company

Direct Interests

Dato’ Dr. Teh Kim Poo, DSSA, PJK, JP 56,405,999 - - 56,405,999

Datin Gan Jew, PJK 9,647,400 - - 9,647,400

Dato’ Abu Sujak Bin Mahmud 4,569,600 - - 4,569,600

Teh Leng Kang, PJK 4,200,002 - - 4,200,002

Deemed Interests


Datin Gan Jew, PJK 60,711,001 - - 60,711,001

Wei Hwei Hong 4,200,002 - - 4,200,002



DIRECTORS’ INTERESTS (CONT’D)

Number of Warrants 2011/2016

At At

1.4.2013 Bought Sold 31.3.2014

The Company

Direct Interests


Datin Gan Jew, PJK 4,823,700 - - 4,823,700

Dato’ Abu Sujak Bin Mahmud 2,284,800 - - 2,284,800

Teh Leng Kang, PJK 2,100,001 - - 2,100,001

Deemed Interests


Datin Gan Jew, PJK 30,355,500 - - 30,355,500

Wei Hwei Hong 2,100,001 - - 2,100,001

By virtue of their shareholdings in the Company, Dato’ Dr. Teh Kim Poo, DSSA, PJK, JP and Datin Gan Jew, PJK are deemed to have interests in shares in its related corporations during the financial year to the extent of the Company’s interest, in accordance with Section 6A of the Companies Act 1965.

The other directors holding office at the end of the financial year had no interest in shares and options over shares of the Company or its related corporations during the financial year.

DIRECTORS’ BENEFITS

Since the end of the previous financial year, no director has received or become entitled to receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by directors as shown in the financial statements, or the fixed salary of a full-time employee of the Company) by reason of a contract made by the Company or a related corporation with the director or with a firm of which the director is a member, or with a company in which the director has a substantial financial interest except for any benefits which may be deemed to arise from transactions entered into in the ordinary course of business with a company in which certain directors have substantial financial interests as disclosed in Note 39 to the financial statements.

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

AUDITORS

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

Signed in accordance with a resolution of the directors dated

Dato’ Dr. Teh Kim Poo, DSSA, PJK, JP Teh Leng Kang, PJK



stAteMeNt BY directors

stAtUtorY decLArAtioN

We, Dato’ Dr. Teh Kim Poo, DSSA, PJK, JP and Teh Leng Kang, PJK, being two of the directors of Resintech Berhad, state that, in the opinion of the directors, the financial statements set out on pages 39 to 104 are drawn up in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company at 31 March 2014 and of their financial performance and cash flows for the financial year ended on that date.

The supplementary information set out in Note 44, which is not part of the financial statements, is prepared in all material respects, in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants and the directive of Bursa Malaysia Securities Berhad.

Signed in accordance with a resolution of the directors dated

Dato’ Dr. Teh Kim Poo, DSSA, PJK, JP Teh Leng Kang, PJK

I, Wei Hwei Hong, I/C No. 760909-10-5544, being the director primarily responsible for the financial management of Resintech Berhad, do solemnly and sincerely declare that the financial statements set out on pages 39 to 104 are, to the best of my knowledge and belief, correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act 1960.

Subscribed and solemnly declared byWei Hwei Hong, I/C No. 760909-10-5544,at Kuala Lumpur in the FederalTerritory on this

Before me Wei Hwei Hong

Lai Din (W668)Commissioner for Oaths


Report on the Financial Statements

We have audited the financial statements of Resintech Berhad, which comprise statements of financial position as at 31 March 2014 of the Group and of the Company, and statements of profit or loss and other comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company for the financial year then ended, and a summary of significant accounting policies and other explanatory information, as set out on pages 39 to 104.

Directors’ Responsibility for the Financial Statements

The directors of the Company are responsible for the preparation of financial statements so as to give a true and fair view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 1965 in Malaysia. The directors are also responsible for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements give a true and fair view of the financial position of the Group and of the Company as of 31 March 2014 and of their financial performance and cash flows for the financial year then ended in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 1965 in Malaysia.

Report on Other Legal and Regulatory Requirements

In accordance with the requirements of the Companies Act 1965 in Malaysia, we also report the following:-

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

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

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

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

iNdepeNdeNtAUditors’ report to tHe MeMBers oF resiNtecH BerHAd(Incorporated in Malaysia) company no : 341662 - X


Other Reporting Responsibilities

The supplementary information set out in Note 44 on page 104 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.

Other Matters

This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

Crowe HorwathFirm No: AF 1018Chartered Accountants

Chin Kit SeongApproval No: 3030/01/15 (J)

Chartered Accountant

25 July 2014

Kuala Lumpur

iNdepeNdeNt AUditors’ report to tHe MeMBers oF resiNtecH BerHAd (coNt’d)(Incorporated in Malaysia) company no : 341662 - X



2014 2013 2014 2013

NOTE RM’000 RM’000 RM’000 RM’000

ASSETS

NON-CURRENT ASSETS

Investments in subsidiaries 5 - - 44,418 44,418

Investment in an associate 6 548 489 540 540

Property, plant and equipment 7 67,930 76,130 - -

Investment properties 8 18,538 1,363 - -

Intangible assets 9 128 325 - -

Other investments 10 1,639 - - -

88,783 78,307 44,958 44,958

CURRENT ASSETS

Inventories 11 21,814 20,032 - -

Short-term investment 12 101 101 - -

Trade receivables 13 18,782 18,634 - -

Other receivables, deposits and prepayments 14 3,249 5,064 20 51

Amount owing by subsidiaries 15 - - 24,560 24,513

Tax refundable 1,213 2,853 21 72

Fixed deposits with licensed banks 16 2,945 6,030 - -

Cash and bank balances 2,720 4,555 11 26

50,824 57,269 24,612 24,662

TOTAL ASSETS 139,607 135,576 69,570 69,620

stAteMeNts oFFiNANciAL positioNAt 31 MArch 2014

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



2014 2013 2014 2013

NOTE RM’000 RM’000 RM’000 RM’000

EQUITY AND LIABILITIES

EQUITY

Share capital 17 68,600 68,600 68,600 68,600

Revaluation reserve 19 5,957 6,137 - -

Foreign exchange translation reserve 20 37 8 - -

Retained profits 21 16,821 11,679 819 937

EQUITY ATTRIBUTABLE TO THE OWNERS OF THE COMPANY 91,415 86,424 69,419 69,537

NON-CONTROLLING INTERESTS 5 (16) (9) - -

TOTAL EQUITY 91,399 86,415 69,419 69,537

NON-CURRENT LIABILITIES

Long-term borrowings 22 4,271 6,678 - -

Deferred taxation 25 8,599 8,416 - -

12,870 15,094 - -

CURRENT LIABILITIES

Trade payables 26 7,195 3,372 - -

Other payables and accruals 27 3,886 3,101 130 47

Amount owing to a related party 28 380 362 - -

Provision for taxation 910 1,861 21 36

Short-term borrowings 29 17,676 21,279 - -

Bank overdrafts 30 5,291 4,092 - -

35,338 34,067 151 83

TOTAL LIABILITIES 48,208 49,161 151 83

TOTAL EQUITY AND LIABILITIES 139,607 135,576 69,570 69,620

stAteMeNts oF FiNANciAL positioNAt 31 MArch 2014 (cont’d)




2014 2013 2014 2013

NOTE RM’000 RM’000 RM’000 RM’000

REVENUE 31 86,165 84,683 - -

COST OF SALES (73,567) (70,399) - -

GROSS PROFIT 12,598 14,284 - -

OTHER INCOME 32 7,160 2,440 167 122

19,758 16,724 167 122

SELLING AND DISTRIBUTION EXPENSES (2,347) (1,816) - -

ADMINISTRATIVE EXPENSES (7,070) (7,452) (300) (301)

OTHER EXPENSES (2,703) (2,494) - -

(12,120) (11,762) (300) (301)

7,638 4,962 (133) (179)

FINANCE COSTS (1,905) (1,967) - -

5,733 2,995 (133) (179)

SHARE OF RESULTS OF AN ASSOCIATE, NET OF TAX 59 26 - -

PROFIT/(LOSS) BEFORE TAXATION 33 5,792 3,021 (133) (179)

INCOME TAX EXPENSE 34 (837) (189) 15 3

PROFIT/(LOSS) AFTER TAXATION 4,955 2,832 (118) (176)

OTHER COMPREHENSIVE INCOME, NET OF TAX

Item that will not be reclassified subsequently to profit or loss

- Foreign currency translation differences 29 8 - -

TOTAL COMPREHENSIVE INCOME/(EXPENSES) FOR THE FINANCIAL YEAR 4,984 2,840 (118) (176)


stAteMeNts oF proFit or Loss ANd otHer coMpreHeNsive iNcoMeFor the FInAncIAl yeAr ended 31 MArch 2014



2014 2013 2014 2013

NOTE RM’000 RM’000 RM’000 RM’000

PROFIT/(LOSS) AFTER TAXATION ATTRIBUTABLE TO:-

Owners of the Company 4,962 2,841 (118) (176)

Non-controlling interests (7) (9) - -

4,955 2,832 (118) (176)

TOTAL COMPREHENSIVE INCOME/(EXPENSES) ATTRIBUTABLE TO:-

Owners of the Company 4,991 2,849 (118) (176)

Non-controlling interests (7) (9) - -

4,984 2,840 (118) (176)

EARNINGS PER SHARE (SEN)

Basic 35 4 2

Diluted 35 Not applicable Not applicable


stAteMeNts oF proFit or Loss ANd otHer coMpreHeNsive iNcoMeFor the FInAncIAl yeAr ended 31 MArch 2014 (cont’d)


Foreign AttributableExchange To Owners Non-

Share Revaluation Translation Retained Of The Controlling TotalCapital Reserve Reserve Profits Company Interests Equity

The Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Balance at 1.4.2012 68,600 6,273 - 8,702 83,575 - 83,575

Profit after taxation for the financial year - - - 2,841 2,841 (9) 2,832

Other comprehensive income for the financial year, net of tax:

- Foreign currency translation - - 8 - 8 - 8

Total comprehensive income for the financial year - - 8 2,841 2,849 (9) 2,840

Realisation of revaluation surplus - (136) - 136 - - -

Balance at 31.3.2013/1.4.2013 68,600 6,137 8 11,679 86,424 (9) 86,415

Profit after taxation for the financial year - - - 4,962 4,962 (7) 4,955

Other comprehensive income for the financial year, net of tax:

- Foreign currency translation - - 29 - 29 - 29

Total comprehensive income for the financial year - - 29 4,962 4,991 (7) 4,984

Realisation of revaluation surplus - (180) - 180 - - -

Balance at 31.3.2014 68,600 5,957 37 16,821 91,415 (16) 91,399

The Company

Balance at 1.4.2012 68,600 - - 1,113 69,713 - 69,713

Loss after taxation/Total comprehensive expenses for the financial year - - - (176) (176) - (176)

Balance at 31.3.2013/1.4.2013 68,600 - - 937 69,537 - 69,537

Loss after taxation/Total comprehensive expenses for the financial year - - - (118) (118) - (118)

Balance at 31.3.2014 68,600 - - 819 69,419 - 69,419


stAteMeNts oFcHANges iN eqUitY For the FInAncIAl yeAr ended 31 MArch 2014


The Group The Company2014 2013 2014 2013

NOTE RM’000 RM’000 RM’000 RM’000

CASH FLOWS FROM/(FOR) OPERATING ACTIVITIES

Profit/(Loss) before taxation 5,792 3,021 (133) (179)

Adjustments for:-Allowance for impairment loss on

receivables:- trade 430 128 - - - non-trade 242 196 - -

Amortisation of intangible assets 74 87 - - Bad debts written off 58 72 - - Deposits written off - 20 - - Depreciation of property, plant and

equipment 5,442 6,091 - - Plant and equipment written off 108 36 - - Intangible assets written off 130 136 - - Investment properties written off - 145 - - Interest expense 1,869 1,964 - - Net unrealised loss on foreign exchange 422 253 - - Share of (profit)/loss of an associate (59) (26) - - Dividend income (7) (3) - - Fair value adjustment of investment

properties (6,113) (231) - - Interest income (169) (123) - - Net gain on disposal of:- plant and equipment (96) (47) - - - non-current asset held for sale - (826) - - Writeback of impairment loss on

trade receivables (74) (87) - -

Operating profit/(loss) before working capital changes 8,049 10,806 (133) (179)

(Increase)/Decrease in inventories (1,782) 4,010 - -Decrease/(Increase) in trade and other

receivables 589 (2,928) 31 (29)Increase/(Decrease) in trade and other

payables 4,608 (5,939) 83 (27)

NET CASH FROM/(FOR) OPERATIONS 11,464 5,949 (19) (235)Income tax refunded/(paid) 35 (1,496) 51 (11)

Interest paid (1,869) (1,964) - -

NET CASH FROM/(FOR) OPERATING ACTIVITIES CARRIED FORWARD 9,630 2,489 32 (246)

stAteMeNts oF cAsH FLoWsFor the FInAncIAl yeAr ended 31 MArch 2014




NOTE RM’000 RM’000 RM’000 RM’000

NET CASH FROM/(FOR) OPERATING ACTIVITIES BROUGHT FORWARD 9,630 2,489 32 (246)

CASH FLOWS FROM/(FOR) INVESTING ACTIVITIES

Proceeds from disposal of- plant and equipment 242 1,879 - -- non-current asset held for sale - 7,568 - -(Advances)/Repayment from

subsidiaries - - (47) 260Dividend received 7 3 - -Interest received 169 123 - -Purchase of investment properties (4,740) (46) - -Purchase of intangible asset (2) - - -Purchase of other investment (1,639) - - -Purchase of property, plant and

equipment 36 (4,096) (1,819) - -

NET CASH FROM/(FOR) INVESTING ACTIVITIES (10,059) 7,708 (47) 260

CASH FLOWS FOR FINANCING ACTIVITIES

Advances from a related party 18 74 - -Net repayment of bills payable (2,226) (1,986) - -Net repayment of term loans (3,858) (1,186) - -Net repayment of hire purchase

payables (176) (150) - -

NET CASH FOR FINANCING ACTIVITIES (6,242) (3,248) - -

NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (6,671) 6,949 (15) 14

Effects of foreign exchange translation 552 329 - -

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE FINANCIAL YEAR 6,493 (785) 26 12

CASH AND CASH EQUIVALENTS AT END OF THE FINANCIAL YEAR 37 374 6,493 11 26

stAteMeNts oF cAsH FLoWsFor the FInAncIAl yeAr ended 31 MArch 2014 (cont’d)



1. GENERAL INFORMATION

The Company is a public company limited by shares and is incorporated under the Companies Act 1965 in Malaysia. The domicile of the Company is Malaysia. The registered office, which is also the principal place of business, is at Lot 3 & 5, Jalan Waja 14, Kawasan Perindustrian Telok Panglima Garang, 42500 Telok Panglima Garang, Selangor Darul Ehsan.

The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the directors dated 25 July 2014.

2. PRINCIPAL ACTIVITIES

The Company is principally engaged in the business of investment holding. The principal activities of the subsidiaries are disclosed in Note 5 to the financial statements. There have been no significant changes in the nature of these activities during the financial year.

3. BASIS OF PREPARATION

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

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

3.1 During the current financial year, the Group has adopted the following new accounting standards and interpretations (including the consequential amendments, if any):-

MFRSs and IC Interpretations (Including The Consequential Amendments)MFRS 10 Consolidated Financial StatementsMFRS 11 Joint ArrangementsMFRS 12 Disclosure of Interests in Other EntitiesMFRS 13 Fair Value MeasurementMFRS 119 (2011) Employee BenefitsMFRS 127 (2011) Separate Financial StatementsMFRS 128 (2011) Investments in Associates and Joint VenturesAmendmentstoMFRS7:Disclosures–OffsettingFinancialAssetsandFinancialLiabilitiesAmendments to MFRS 10, MFRS 11 and MFRS 12: Transition GuidanceAmendments to MFRS 101: Presentation of Items of Other Comprehensive IncomeIC Interpretation 20 Stripping Costs in the Production Phase of a Surface MineAnnualImprovementstoMFRSs2009–2011Cycle

The adoption of the above accounting standards and interpretations (including the consequential amendments) did not have any material impact on the Group’s financial statements except as follows:-

MFRS 12 is applicable to entities that have interests in subsidiaries, joint arrangements, associates and/or unconsolidated structured entities. MFRS 12 is a disclosure standard and requires extensive disclosures of which the additional disclosures are disclosed in Notes 5 and 6 to the financial statements.

Notes to tHe FiNANciAL stAteMeNtsFor the FInAncIAl yeAr ended 31 MArch 2014


3. BASIS OF PREPARATION (CONT’D)

3.2 The Group has not applied in advance the following accounting standards and interpretations (including the consequential amendments, if any) that have been issued by the Malaysian Accounting Standards Board (MASB) but are not yet effective for the current financial year:-

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

MFRS 9 (2009) Financial Instruments

To be announced by MASB

MFRS 9 (2010) Financial Instruments

MFRS 9 Financial Instruments (Hedge Accounting and Amendments to MFRS 7, MFRS 9 and MFRS 139)

Amendments to MFRS 9 and MFRS 7: Mandatory Effective Date of MFRS 9 and Transition Disclosures

MFRS 14 Regulatory Deferral Accounts 1 January 2016

Amendments to MFRS 10, MFRS 12 and MFRS 127 (2011): Investment Entities 1 January 2014

Amendments to MFRS 11 : Accounting for Acquisitions of Interests in Joint Operations 1 January 2016

Amendments to MFRS 116 and MFRS 138: Clarification of Acceptable Methods of Depreciation and Amortisation

1 January 2016

AmendmentstoMFRS119:DefinedBenefitPlans–EmployeeContributions 1 July 2014

Amendments to MFRS 132: Offsetting Financial Assets and Financial Liabilities 1 January 2014

Amendments to MFRS 136: Recoverable Amount Disclosures for Non-financial Assets 1 January 2014

Amendments to MFRS 139: Novation of Derivatives and Continuation of Hedge Accounting 1 January 2014

IC Interpretation 21 Levies 1 January 2014

AnnualImprovementstoMFRSs2010–2012Cycle 1 July 2014

AnnualImprovementstoMFRSs2011–2013Cycle 1 July 2014

3.2 The above accounting standards and interpretations (including the consequential amendments) are not relevant to the Group’s operations except as follows:- (i) MFRS 9 (2009) introduces new requirements for the classification and measurement of financial assets.

Subsequently, this MFRS 9 was amended in year 2010 to include requirements for the classification and measurement of financial liabilities and for derecognition (known as MFRS 9 (2010)). Generally, MFRS 9 replaces the parts of MFRS 139 that relate to the classification and measurement of financial instruments. MFRS 9 divides allfinancialassetsinto2categories–thosemeasuredatamortisedcostandthosemeasuredatfairvalue,basedon the entity’s business model for managing its financial assets and the contractual cash flow characteristics of the instruments. For financial liabilities, the standard retains most of the MFRS 139 requirement. An entity choosing to measure a financial liability at fair value will present the portion of the change in its fair value due to changes in the entity’s own credit risk in other comprehensive income rather than within profit or loss. These amendments are expected to have no material impact on the financial statements of the Group upon their initial application.

(ii) The amendments to MFRS 132 provide the application guidance for criteria to offset financial assets and financial liabilities. These amendments are expected to have no material impact on the financial statements of the Group upon their initial application.

(iii) The amendments to MFRS 136 remove the requirement to disclose the recoverable amount when a cash-generating unit (CGU) contains goodwill or intangible assets with indefinite useful lives but there has been no impairment. Therefore, there will be no financial impact on the financial statements of the Group upon its initial application but may impact its future disclosures.

Notes to tHe FiNANciAL stAteMeNtsFor the FInAncIAl yeAr ended 31 MArch 2014 (cont’d)


3. BASIS OF PREPARATION (CONT’D)

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

(iv) Annual Improvements to MFRSs 2010 - 2012 Cycle. These amendments are expected to have no material impact on the financial statements of the Group upon their initial application except for the amendments to MFRS 116 which will only affect the amount of accumulated depreciation of the future revaluations.

(v) Annual Improvements to MFRSs 2011 - 2013 Cycle. These amendments are expected to have no material impact on the financial statements of the Group upon their initial application.

4. SIGNIFICANT ACCOUNTING POLICIES

4.1 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

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

(a) Depreciation of Property, Plant and Equipment

The estimates for the residual values, useful lives and related depreciation charges for the property, plant and equipment are based on commercial and production factors which could change significantly as a result of technical innovations and competitors’ actions in response to market conditions.

The Group anticipates that the residual values of its property, plant and equipment will be insignificant. As a result, residual values are not being taken into consideration for the computation of the depreciable amount.

Changes in the expected level of usage and commercial factors could impact the economic useful lives and the

residual values of these assets, therefore future depreciation charges could be revised.

(b) Income Taxes

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

(c) Impairment of Non-Financial Assets

When the recoverable amount of an asset is determined based on the estimate of the value-in-use of the cash-generating unit to which the asset is allocated, the Group is required to make an estimate of the expected future cash flows from the cash-generating unit and also to apply a suitable discount rate in order to determine the present value of those cash flows.



4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

4.1 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (CONT’D)

(d) Classification between Investment Properties and Owner-occupied Properties

The Group determines whether a property qualifies as an investment property, and has developed criteria in making that judgement. Investment property is a property held to earn rentals or for capital appreciation or both. Therefore, the Group considers whether a property generates cash flows largely independent of the other assets held by the Group.

Some properties comprise a portion that is held to earn rentals or for capital appreciation and another portion that is held for use in the production or supply of goods or services or for administrative purposes. If these portions could be sold separately (or leased out separately under a finance lease), the Group accounts for the portions separately. If the portions could not be sold separately, the property is an investment property only if an insignificant portion is held for use in the production or supply of goods or services or for administrative purposes.

Judgement is made on an individual property basis to determine whether ancillary services are so significant that a property does not qualify as investment property.

(e) Impairment of Trade and Other Receivables

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

(f) Write-down of Inventories

Reviews are made periodically by management on damaged, obsolete and slow-moving inventories. These reviews require judgement and estimates. Possible changes in these estimates could result in revisions to the valuation of inventories.

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

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

(h) Revaluation of Properties

Certain properties of the Group are reported at valuation which is based on valuations performed by independent professional valuers.

The independent professional valuers have exercised judgement in determining factors used in the valuation process. Also, judgement has been applied in estimating prices for less readily observable external parameters. Other factors such as model assumptions, market dislocations and unexpected correlations can also materially affect these estimates and the resulting valuation estimates.




4.1 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (CONT’D)

(i) Classification of Leasehold Land

The classification of leasehold land as a finance lease or an operating lease requires the use of judgement in determining the extent to which risks and rewards incidental to its ownership lie. Despite the fact that there will be no transfer of ownership by the end of the lease term and that the lease term does not constitute the major part of the indefinite economic life of the land, management considered that the present value of the minimum lease payments approximated to the fair value of the land at the inception of the lease. Accordingly, management judged that the Group has acquired substantially all the risks and rewards incidental to the ownership of the land through a finance lease.

4.2 BASIS OF CONSOLIDATION

The consolidated financial statements include the financial statements of the Company and its subsidiaries made up to the end of the reporting period.

A subsidiary is defined as a company in which the parent company has the power, directly or indirectly, to exercise control over its financial and operating policies so as to obtain benefits from its activities.

Subsidiaries are consolidated from the date on which control is transferred to the Group up to the effective date on which control ceases, as appropriate.

Intragroup transactions, balances, income and expenses are eliminated on consolidation. Where necessary, adjustments are made to the financial statements of subsidiaries to ensure consistency of accounting policies with those of the Group.

(a) Business Combinations

Acquisitions of businesses are accounted for using the acquisition method. Under the acquisition method, the consideration transferred for acquisition of a subsidiary is the fair value of the assets transferred, liabilities incurred and the equity interests issued by the Group at the acquisition date. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs, other than the costs to issue debt or equity securities, are recognised in profit or loss when incurred.

In a business combination achieved in stages, previously held equity interests in the acquiree are remeasured to fair value at the acquisition date and any corresponding gain or loss is recognised in profit or loss.

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

(b) Non-Controlling Interests

Non-controlling interests are presented within equity in the consolidated statement of financial position, separately from the equity attributable to owners of the Company. Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance.

At the end of each reporting period, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity.




4.2 BASIS OF CONSOLIDATION (CONT’D)

(c) Changes In Ownership Interests In Subsidiaries Without Change of Control

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

(d) Loss of Control

Upon the loss of control of a subsidiary, the Group recognises any gain or loss on disposal in profit or loss which is calculated as the difference between:-

(i) the aggregate of the fair value of the consideration received and the fair value of any retained interest in the former subsidiary; and

(ii) the previous carrying amount of the assets (including goodwill), and liabilities of the former subsidiary and any non-controlling interests.

Amounts previously recognised in other comprehensive income in relation to the former subsidiary are accounted for in the same manner as would be required if the relevant assets or liabilities were disposed of (i.e. reclassified to profit or loss or transferred directly to retained profits). The fair value of any investments retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under MFRS 139 or, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.

4.3 GOODWILL

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

Under the acquisition method, any excess of the sum of the fair value of the consideration transferred in the business combination, the amount of non-controlling interests recognised and the fair value of the Group’s previously held equity interest in the acquiree (if any), over the net fair value of the acquiree’s identifiable assets and liabilities at the date of acquisition is recorded as goodwill.

Where the latter amount exceeds the former, after reassessment, the excess represents a bargain purchase gain and is recognised as a gain in profit or loss.

4.4 FUNCTIONAL AND FOREIGN CURRENCIES

(a) Functional and Presentation Currency

The individual financial statements of each entity in the Group are presented in the currency of the primary economic environment in which the entity operates, which is the functional currency.

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




4.4 FUNCTIONAL AND FOREIGN CURRENCIES (CONT’D)

(b) Transactions and Balances

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

(c) Foreign Operations

Assets and liabilities of foreign operations are translated to RM at the rates of exchange ruling at the end of the reporting period. Revenues and expenses of foreign operations are translated at exchange rates ruling at the dates of the transactions. All exchange differences arising from translation are taken directly to other comprehensive income and accumulated in equity under the translation reserve. On the disposal of a foreign operation, the cumulative amount recognised in other comprehensive income relating to that particular foreign operation is reclassified from equity to profit or loss.

Goodwill and fair value adjustments arising from the acquisition of foreign operations are treated as assets and liabilities of the foreign operations and are recorded in the functional currency of the foreign operations and translated at the closing rate at the end of the reporting period.

4.5 FINANCIAL INSTRUMENTS

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

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

Financial instruments are offset when the Group has a legally enforceable right to offset and intends to settle either on a net basis or to realise the asset and settle the liability simultaneously.

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

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

(a) Financial Assets

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




4.5 FINANCIAL INSTRUMENTS (CONT’D)

(a) Financial Assets (cont’d)

(i) Financial Assets at Fair Value Through Profit or Loss

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

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

(ii) Held-to-maturity Investments

Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the management has the positive intention and ability to hold to maturity. Held-to-maturity investments are measured at amortised cost using the effective interest method less any impairment loss, with interest income recognised in profit or loss on an effective yield basis.

(iii) Loans and Receivables Financial Assets

Trade receivables and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as loans and receivables financial assets. Loans and receivables financial assets are measured at amortised cost using the effective interest method, less any impairment loss. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.

(iv) Available-for-sale Financial Assets

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

After initial recognition, available-for-sale financial assets are remeasured to their fair values at the end of each reporting period. Gains and losses arising from changes in fair value are recognised in other comprehensive income and accumulated in the fair value reserve, with the exception of impairment losses. On derecognition, the cumulative gain or loss previously accumulated in the fair value reserve is reclassified from equity into profit or loss.

Dividends on available-for-sale equity instruments are recognised in profit or loss when the Group’s right to receive payments is established.

Investments in equity instruments whose fair value cannot be reliably measured are measured at cost less accumulated impairment losses, if any.




4.5 FINANCIAL INSTRUMENTS (CONT’D)

(b) Financial Liabilities

All financial liabilities are initially measured at fair value plus directly attributable transaction costs and subsequently measured at amortised cost using the effective interest method other than those categorised as fair value through profit or loss.

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

(c) Equity Instruments

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from proceeds.

Dividends on ordinary shares are recognised as liabilities when approved for appropriation.

(d) Derecognition

A financial asset or part of it is derecognised when, and only when, the contractual rights to the cash flows from the financial asset expire or the financial asset is transferred to another party without retaining control or substantially all risks and rewards of the asset. On derecognition of a financial asset, the difference between the carrying amount and the sum of the consideration received (including any new asset obtained less any new liability assumed) and any cumulative gain or loss that had been recognised in equity is recognised in profit or loss.

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

4.6 INTANGIBLE ASSETS

An intangible asset shall be recognised if, and only if it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and that the cost of the asset can be measured reliably. An entity shall assess the probability of the expected future economic benefits using reasonable and supportable assumptions that represent management’s best estimate of the set of economic conditions that will exist over the useful life of the asset. An intangible asset shall be measured initially at cost.

The useful lives of intangible assets are assessed to be either finite or indefinite.

Intangible assets with finite lives are amortised over their useful economic lives and assessed for impairment whenever there is an indication that the intangible assets may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each financial period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortisation period or method, as appropriate, and treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in profit or loss in the expense category consistent with the function of the intangible asset.




4.6 INTANGIBLE ASSETS (CONT’D)

The principal amortisation rates used for this purpose are:-

Franchisor fee 5 years

Patent rights 10 years

Intangible assets with indefinite useful lives are tested for impairment annually either individually or at the cash generating unit level. Such intangibles are not amortised. The useful life of an intangible asset with an indefinite life is reviewed annually to determine whether indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from indefinite to finite is made on a prospective basis.

4.7 INVESTMENTS IN SUBSIDIARIES

Investments in subsidiaries are stated at cost in the statement of financial position of the Company, and are reviewed for impairment at the end of the reporting period if events or changes in circumstances indicate that their carrying values may not be recoverable. The cost of the investments includes transaction costs.

On the disposal of the investments in subsidiaries, the difference between the net disposal proceeds and the carrying amount of the investments is recognised in profit or loss.

4.8 INVESTMENTS IN ASSOCIATES

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

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

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

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

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




4.9 PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, other than the freehold and leasehold land and buildings are stated at cost less accumulated depreciation and impairment losses, if any.

Freehold land is stated at valuation less impairment losses recognised after the date of the revaluation. Freehold land is not depreciated. Buildings are stated at revalued amount less accumulated depreciation and impairment losses recognised after the date of the revaluation.

Leasehold land is stated at revalued amount less amortisation and impairment losses, if any.

Properties are revalued periodically, at least once in every five years. Surpluses arising from the revaluation of the properties are recognised in other comprehensive income and accumulated in equity under the revaluation reserve. Deficits arising from the revaluation, to the extent that they are not supported by any previous revaluation surpluses, are recognised in profit or loss.

Depreciation is charged to profit or loss (unless it is included in the carrying amount of another asset) on the straight-line method to write off the depreciable amount of the assets over their estimated useful lives. Depreciation of an asset does not cease when the asset becomes idle or is retired from active use unless the asset is fully depreciated. The principal annual rates used for this purpose are:-

Leasehold land Over the lease period

Buildings 2%

Plant and machinery 10%

Tools and equipment 10% - 20%

Moulds 10%

Furniture and fittings 10%

Office equipment 10% - 12%

Motor vehicles and forklifts 20%

Electrical installation 10%

Renovation 10%

Store 20%

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

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when the cost is incurred and it is probable that the future economic benefits associated with the asset will flow to the Group and the cost of the asset can be measured reliably. The carrying amount of parts that are replaced is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred. Cost also comprises the initial estimate of dismantling and removing the asset and restoring the site on which it is located for which the Group is obligated to incur when the asset is acquired, if applicable.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising from derecognition of the asset is included in profit or loss. The revaluation reserve included in equity is transferred directly to retained profits on retirement or disposal of the asset. In addition, the Group also makes an annual transfer of the revaluation reserve to retained profits as the asset is used. In such a case, the amount of the revaluation reserve transferred would be the difference between depreciation based on the revalued carrying amount of the asset and depreciation based on the asset’s original cost.




4.10 IMPAIRMENT

(a) Impairment of Financial Assets

All financial assets (other than those categorised at fair value through profit or loss), are assessed at the end of each reporting period whether there is any objective evidence of impairment as a result of one or more events having an impact on the estimated future cash flows of the asset. For an equity instrument, a significant or prolonged decline in the fair value below its cost is considered to be objective evidence of impairment.

An impairment loss in respect of held-to-maturity investments and loans and receivables financial assets is recognised in profit or loss and is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

An impairment loss in respect of available-for-sale financial assets is recognised in profit or loss and is measured as the difference between its cost (net of any principal payment and amortisation) and its current fair value, less any impairment loss previously recognised in the fair value reserve. In addition, the cumulative loss recognised in other comprehensive income and accumulated in equity under fair value reserve, is reclassified from equity to profit or loss.

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

(b) Impairment of Non-Financial Assets

The carrying values of assets, other than those to which MFRS 136 - Impairment of Assets does not apply, are reviewed at the end of each reporting period for impairment when there is an indication that the assets might be impaired. Impairment is measured by comparing the carrying values of the assets with their recoverable amounts. The recoverable amount of the assets is the higher of the assets’ fair value less costs to sell and their value-in-use, which is measured by reference to discounted future cash flow.

An impairment loss is recognised in profit or loss immediately unless the asset is carried at its revalued amount. Any impairment loss of a revalued asset is treated as a revaluation decrease to the extent of a previously recognised revaluation surplus for the same asset.

In respect of assets other than goodwill, and when there is a change in the estimates used to determine the recoverable amount, a subsequent increase in the recoverable amount of an asset is treated as a reversal of the previous impairment loss and is recognised to the extent of the carrying amount of the asset that would have been determined (net of amortisation and depreciation) had no impairment loss been recognised. The reversal is recognised in profit or loss immediately, unless the asset is carried at its revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

4.11 ASSETS UNDER HIRE PURCHASE

Assets acquired under hire purchase are capitalised in the financial statements at the lower of the fair value of the leased assets and the present value of the minimum lease payments and, are depreciated in accordance with the policy set out in Note 4.9 above. Each hire purchase payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. Finance charges are recognised in profit or loss over the period of the respective hire purchase agreements.




4.12 INVESTMENT PROPERTIES

Investment properties are properties held either to earn rental income or for capital appreciation or for both. Initially investment properties are measured at cost including transaction costs. Subsequent to initial recognition, investment properties are stated at fair value. Gains or losses arising from changes in the fair values of investment properties are included in profit or loss in the year in which they arise.

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

On the derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount is recognised in profit or loss.

Transfers are made to or from investment property only when there is a change in use. For a transfer from investment property to owner-occupied property or inventories, the fair value at the date of change becomes the cost for subsequent accounting purposes. If owner-occupied property becomes an investment property, such property shall be accounted for in accordance with the policy set out in Note 4.9 above.

4.13 INVENTORIES

Inventories are stated at the lower of cost and net realisable value. Cost is determined on the weighted average basis, and comprises the purchase price and incidentals incurred in bringing the inventories to their present location and condition. Cost of finished goods and work-in-progress includes cost of materials, labour and an appropriate proportion of production overheads.

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

4.14 REVALUATION RESERVE

Surpluses arising from the revaluation of properties are credited to the revaluation reserve account. Deficits arising from the revaluation, to the extent that they are not supported by any previous revaluation surpluses, are charged to profit or loss.

In the year of disposal of the revalued asset, the attributable remaining revaluation surplus is transferred from the revaluation reserve account to retained profits.

4.15 INCOME TAXES

Income tax for the year comprises current and deferred tax.

Current tax is the expected amount of income taxes payable in respect of the taxable profit for the reporting period and is measured using the tax rates that have been enacted or substantively enacted at the end of the reporting period.

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements.

Deferred tax liabilities are recognised for all taxable temporary differences other than those that arise from goodwill or excess of the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over the business combination costs or from the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit.




4.15 INCOME TAXES (CONT’D)

Deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. The carrying amounts of deferred tax assets are reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient future taxable profits will be available to allow all or part of the deferred tax assets to be utilised.

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

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred income taxes relate to the same taxation authority.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transactions either in other comprehensive income or directly in equity and deferred tax arising from a business combination is included in the resulting goodwill or excess of the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over the business combination costs.

4.16 BORROWING COSTS

Borrowing costs, directly attributable to the acquisition, construction or production of a qualifying asset, are capitalised as part of the cost of those assets, until such time as the assets are ready for their intended use or sale. Capitalisation of borrowing costs is suspended during extended periods in which active development is interrupted

All other borrowing costs are recognised in profit or loss as expenses in the period in which they incurred.

4.17 RESEARCH AND DEVELOPMENT EXPENDITURE

Research expenditure is recognised as an expense when it is incurred.

Development expenditure is recognised as an expense except that costs incurred on development projects are capitalised as non-current assets to the extent that such expenditure is expected to generate future economic benefits. Development expenditure is capitalised if, and only if an entity can demonstrate all of the following:-

(a) its ability to measure reliably the expenditure attributable to the asset under development;(b) the product or process is technically and commercially feasible;(c) its future economic benefits are probable;(d) its intention to complete and the ability to use or sell the developed asset; and the availability of adequate

technical, financial and other resources to complete the asset under development.

Capitalised development expenditure is measured at cost less accumulated amortisation and impairment losses, if any. Development expenditure initially recognised as an expense is not recognised as assets in the subsequent period.

The development expenditure is amortised on a straight-line method over a period of 5 years when the products are ready for sale or use. In the event that the expected future economic benefits are no longer probable of being recovered, the development expenditure is written down to its recoverable amount.




4.18 OPERATING SEGMENTS

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

4.19 CASH AND CASH EQUIVALENTS

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

4.20 EMPLOYEE BENEFITS

(a) Short-term Benefits

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

(b) Defined Contribution Plans

The Group’s contributions to defined contribution plans are recognised in profit or loss in the period to which they relate. Once the contributions have been paid, the Group has no further liability in respect of the defined contribution plans.

4.21 RELATED PARTIES

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

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

(i) has control or joint control over the reporting entity;(ii) has significant influence over the reporting entity; or(iii) is a member of the key management personnel of the reporting entity or of a parent of the reporting

entity.

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

(i) The entity and the reporting entity are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others).

(ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member).

(iii) Both entities are joint ventures of the same third party.(iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity.(v) The entity is a post-employment benefit plan for the benefit of employees of either the reporting entity

or an entity related to the reporting entity. If the reporting entity is itself such a plan, the sponsoring employers are also related to the reporting entity.

(vi) The entity is controlled or jointly controlled by a person identified in (a) above.




4.21 RELATED PARTIES (CONT’D)

(b) An entity is related to a reporting entity if any of the following conditions applies:- (Cont’d)

(vii) A person identified in (a)(i) above has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity).

Close members of the family of a person are those family members who may be expected to influence, or be influenced by, that person in their dealings with the entity.

4.22 REVENUE RECOGNITION

(a) Sale of Goods

Revenue is measured at fair value of the consideration received or receivable and recognised upon delivery of goods and customers’ acceptance and where applicable, net of returns and trade discounts.

(b) Sale of Food and Beverage

Revenue is recognised upon delivery of food and beverage and customers’ acceptance, and where applicable, net of service charge and service tax.

(c) Services

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

(d) Interest Income

Interest income is recognised on an accrual basis using the effective interest method.

(e) Dividend Income

Dividend income from investment is recognised when the right to receive dividend payment is established.

(f) Rental Income

Rental income is recognised on an accrual basis.

4.23 CONTINGENT LIABILITIES

A contingent liability is a possible obligation that arises from past events and whose existence will only be confirmed by the occurrence of one or more uncertain future events not wholly within the control of the Group. It can also be a present obligation arising from past events that is not recognised because it is not probable that an outflow of economic resources will be required or the amount of obligation cannot be measured reliably.

A contingent liability is not recognised but is disclosed in the notes to the financial statements. When a change in the probability of an outflow occurs so that the outflow is probable, it will then be recognised as a provision.




4.24 PROVISIONS

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

4.25 FAIR VALUE MEASUREMENTS

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using a valuation technique. The measurement assumes that the transaction takes place either in the principal market or in the absence of a principal market, in the most advantageous market. For non-financial asset, the fair value measurement takes into account a market’s participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

For financial reporting purposes, the fair value measurements are analysed into level 1 to level 3 as follows:-

Level 1: Inputs are quoted prices (unadjusted) in active markets for identical assets or liability that the entity can access at the measurement date;

Level 2: Inputs are inputs, other than quoted prices included within level 1, that are observable for the asset or liability, either directly or indirectly; and

Level 3: Inputs are unobservable inputs for the asset or liability.

The transfer of fair value between levels is determined as of the date of the event or change in circumstances that caused the transfer.

5. INVESTMENTS IN SUBSIDIARIES

The Company

2014 2013

RM’000 RM’000

Unquoted shares, at cost 44,418 44,418



5. INVESTMENTS IN SUBSIDIARIES (CONT’D)

Details of the subsidiaries are as follows:-

Name Of SubsidiaryCountry Of

Incorporation

EffectiveEquity Interest

Principal Activities2014 2013

Direct subsidiaries:-

Resintech Plastics (M) Sdn. Bhd.

Malaysia 100% 100% Designing, manufacturing, trading and marketing of a diversified range of plastic pipes, water tanks and fittings, and investment holding.

Resintech-Kapar Sdn. Bhd.

Malaysia 100% 100% Designing, manufacturing, trading and marketing of a diversified range of Polyethylene, Polypropylene and Acrylonitrile Butadiene Styrene pipes and fittings.

Resintech Biowood (Malaysia) Sdn. Bhd.

Malaysia 100% 100% Trading and marketing of composite wood and diversified building material.

Sarpino’s (M) Sdn. Bhd. Malaysia 100% 100% Acting as franchisor, restaurant operator and in general trading.

Sarpino’s Pizzeria (Cambodia) Co., Ltd.

Cambodia 100% 100% Acting as franchisor, restaurant operator and in general trading.

Indirect subsidiaries:-

Resintech Engineering Sdn. Bhd.^

Malaysia 100% 100% Providing engineering services and investment holding.

Resintech (Sabah) Sdn. Bhd.^

Malaysia 100% 100% Trading and marketing of a diversified range of plastic pipes, water tanks and fittings.

Resintech Products Marketing Sdn. Bhd.^

Malaysia 100% 100% Trading and marketing of a diversified range of plastic pipes, water tanks and fittings and children’s playground equipment.

Vision Mould Specialist (M) Sdn. Bhd.^

Malaysia 100% 100% Fabrication of plastic moulds and roto-moulding moulds.

Exact Link Sdn. Bhd.^ Malaysia 100% 100% Property holding.

RT Water Technology Sdn. Bhd.#

Malaysia 60% 60% Designing and contracting for sewerage treatment plants and the provision of consultancy services including survey, design and project management.

PT Resintech Indomas*√ Indonesia 100% 100% Designing and manufacturing a range of plastic pipes, water tanks and fittings.

^ Interest held by Resintech Plastics (M) Sdn. Bhd.# Interest held by Resintech Engineering Sdn. Bhd.* Interest held by Resintech Plastics (M) Sdn. Bhd. and Resintech-Kapar Sdn. Bhd.√ Not audited by Messrs. Crowe Horwath



5. INVESTMENTS IN SUBSIDIARIES (CONT’D)

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

The Group

2014 2013

RM’000 RM’000

RT Water Technology Sdn. Bhd. (16) (9)

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

RT Water Technology Sdn. Bhd.

2014 2013

RM’000 RM’000

At 31 March

Non-current assets 1 2

Current assets 30 42

Current liabilities (17) (14)

Net assets 14 30

Financial year ended 31 March

Revenue - -

Loss for the financial year (16) (22)

Total comprehensive expenses (16) (22)

Total comprehensive expenses attributable to non-controlling interests (7) (9)

Net cash flows for operating activities (8) (13)

Net cash flows from investing activities - 1

Net cash flows from/(for) financing activities 4 (13)

6. INVESTMENT IN AN ASSOCIATE


2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

Unquoted shares, at cost 540 540 540 540

Share of post acquisition profits/(losses) 8 (51) - -

548 489 540 540



6. INVESTMENT IN AN ASSOCIATE (CONT’D)

(a) The details of the associate are as follows:-

Name of AssociateCountry Of

IncorporationEffective Equity

Interest Principal Activities

2014 2013

Asia Herbal Biotech Sdn. Bhd.

Malaysia 27% 27% Provision of health and herbal centre for health food and drinks, herbal products, organic food products and other environmentally friendly products.

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

Asia Herbal Biotech Sdn. Bhd.

2014 2013

RM’000 RM’000

At 31 March

Non-current assets 695 851

Current assets 3,535 2,540

Non-current liabilities (40) (78)

Current liabilities (2,158) (1,499)

Net assets 2,032 1,814

Financial year ended 31 March

Revenue 19,064 15,957

Profit for the financial year 218 97

Total comprehensive income 218 97

Group’s share of profit for the financial year 59 26

Group’s share of total comprehensive income 59 26

Reconciliation of net assets to carrying amount

Group’s share of net assets above 548 489

Goodwill on acquisition - -

Carrying amount of the Group’s interests in this associate 548 489



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

At At Accumulated Net Book

Cost Valuation Depreciation Value

The Group RM’000 RM’000 RM’000 RM’000

2014

Land and buildings 5,575 52,227 (7,976) 49,826

Plant, machinery, tools, equipment and moulds 86,438 - (70,969) 15,469

Furniture, fittings and office equipment 2,228 - (1,811) 417

Motor vehicles and forklifts 5,077 - (4,330) 747

Electrical installation and renovation 4,788 - (3,353) 1,435

Store 104 - (68) 36

104,210 52,227 (88,507) 67,930

At At Accumulated Net Book

Cost Valuation Depreciation Value


2013

Land and buildings 3,925 59,293 (7,379) 55,839

Plant, machinery, tools, equipment and moulds

85,077 - (67,489) 17,588

Furniture, fittings and office equipment 2,227 - (1,761) 466

Motor vehicles and forklifts 5,027 - (4,404) 623

Electrical installation and renovation 4,720 - (3,153) 1,567

Store 95 - (48) 47

101,071 59,293 (84,234) 76,130

(a) The net book values of the freehold and leasehold land and buildings at the end of the reporting period were as follows:-

The Group

2014 2013

RM’000 RM’000

Freehold land 2,614 7,454

Leasehold land 18,788 19,289

Buildings 28,424 29,096

49,826 55,839




(b) The net book values of the property, plant and equipment at the end of the reporting period pledged as security with the banks for credit facilities were as follows:-

The Group

2014 2013

RM’000 RM’000

Freehold land 830 7,180


Buildings 24,677 27,319

Plant and machinery 2,896 3,057

41,749 52,133

(c) Included in the net book values of property, plant and equipment at the end of the reporting period were the following assets acquired under hire purchase terms:-

The Group

2014 2013

RM’000 RM’000

Motor vehicles 355 334

(d) The titles to the following assets have not yet been issued by the relevant authorities:-

The Group

2014 2013

RM’000 RM’000

Freehold land - 4,840


7,589 12,523

(e) Land and buildings have been revalued in financial year 2010 by independent valuers. The surpluses arising from the revaluation, net of deferred taxation, have been credited to other comprehensive income and accumulated in equity under the revaluation reserve.

However, land and buildings amounted to RM5,575,000 were acquired subsequent to the Group’s revaluation exercise performed in financial year 2010. These land and buildings are stated at cost.




(e) The fair value of land and building are analyse as follows:-

Level 1 Level 2 Level 3 Total


2014

Freehold land - 2,614 - 2,614

Leasehold land - 18,788 - 18,788

Buildings - 28,424 - 28,424

- 49,826 - 49,826

The level 2 fair values have been determined based on the market comparison approach that reflects recent transaction prices for similar properties. The most significant input into this valuation approach is price per square foot of comparable properties. There has been no change to the valuation technique during the financial year.

There were no transfers between the fair value hierarchy during the financial year.

In estimating the fair value, the highest and best use of the freehold land and buildings is their current use.

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

(f) The carrying amount, had the revalued freehold and leasehold land and building of the Group been carried at cost less accumulated depreciation, would have been RM31,709,000 (2013 - RM38,566,000).

8. INVESTMENT PROPERTIES

At1.4.2013 Additions

Reclassified from

Property, Plant and

Equipment

Fair ValueAdjust-ments

Foreign Exchange

DifferencesAt

31.3.2014

The Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At fair value:-

Freehold land - - 4,840 6,180 - 11,020

Leasehold land 125 1,642 - - - 1,767

Buildings 1,238 3,098 1,567 (67) (85) 5,751

1,363 4,740 6,407 6,113 (85) 18,538



8. INVESTMENT PROPERTIES (CONT’D)

Foreign

At Written Fair Value Exchange At

1.4.2012 Addition Off Adjustments Differences 31.3.2013

The Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At fair value:-

Leasehold land 253 - (145) 17 - 125

Buildings 1,042 46 - 214 (64) 1,238

1,295 46 (145) 231 (64) 1,363

(a) The titles of freehold land with carrying value of approximately RM11,020,000 as at the end of the reporting period has not yet been issued by the relevant authorities.

(b) The freehold land and building with a total carrying value of approximately RM12,520,000 have been pledged as security with the bank for the credit facilities.

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

Level 1 Level 2 Level 3 Total


2014

Freehold land - 11,020 - 11,020

Leasehold land - 1,767 - 1,767

Buildings - 5,751 - 5,751

- 18,538 - 18,538

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

There were no transfers between the fair value hierarchy during the financial year.

In estimating the fair value, the highest and best use of the investment properties is their current use.

(d) Direct operating expenses arising from the investment properties are as follows:-

The Group

2014 2013

RM’000 RM’000

Assessment 22 1

Quit rent 2 -

Maintenance fee 4 5



9. INTANGIBLE ASSETS

The Group

2014 2013

RM’000 RM’000

Licence fees:-

At 1 April 671 827

Addition during the year 2 -

Written off during the financial year (218) (156)

Translation differences 8 -

At 31 March 463 671

Accumulated amortisation:-

At 1 April (346) (279)

Amortisation during the financial year (74) (87)

Written off during the financial year 88 20

Translation differences (3) -

At 31 March (335) (346)

128 325

These represent the following:-

(a) the licensing rights to use a design patent acquired from KWH Pipe Ltd; and(b) the grant of master franchise licences by Sarpino’s World Pte. Ltd. in the previous financial year.

10. OTHER INVESTMENT

The Group

2014 2013

RM’000 RM’000

Unquoted shares outside Malaysia 1,639 -

Represented by:-

At cost 1,639 -

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



11. INVENTORIES

The Group

2014 2013

RM’000 RM’000

At cost:-

Materials-in-transit 1,064 -

Raw materials 6,383 4,012

Work-in-progress - 8

Finished goods 14,081 15,230

21,528 19,250

At net realisable value:-

Finished goods 286 782

21,814 20,032

Recognised in profit or loss

Inventories recognised as cost of sales 56,457 52,351

Amount written down to net realisable value - 677

12. SHORT-TERM INVESTMENT

The Group

2014 2013

RM’000 RM’000

Quoted shares in Malaysia, at fair value 101 101

The short-term investment is classified as financial asset at fair value through profit or loss, measured at fair value.

13. TRADE RECEIVABLES

The Group

2014 2013

RM’000 RM’000

Trade receivables 20,413 19,909

Allowance for impairment losses (1,631) (1,275)

18,782 18,634

Allowance for impairment losses:-

At 1 April (1,275) (1,234)

Addition during the financial year (430) (128)

Writeback during the financial year 74 87

At 31 March (1,631) (1,275)

The Group’s normal credit terms range from 30 to 120 (2013 - 30 to 120) days.



14. OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS


2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

Other receivables 3,076 2,074 19 50

Allowance for impairment losses (438) (196) - -

2,638 1,878 19 50

Deposits 520 3,013 1 1

Prepayments 91 173 - -

3,249 5,064 20 51


2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

Allowance for impairment losses:-

At 1 April (196) - - -

Addition during the financial year (242) (196) - -

Writeback during the financial year - - - -

At 31 March (438) (196) - -

Included in other receivables are advances to a foreign entity amounting to approximately RM2,100,000 (2013 - RM1,200,000). The amounts are unsecured, interest-free and RM1,639,000 had been converted into equity interest during the current financial year.

15. AMOUNT OWING BY SUBSIDIARIES

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

16. FIXED DEPOSITS WITH LICENSED BANKS

The effective interest rates of the deposits with licensed banks at the end of the reporting period ranged from 2.90% to 3.10% (2013 - 2.55% to 3.25%) per annum. The fixed deposits have maturity periods ranging from 1 month to 9 months (2013 - 1 month to 6 months).



17. SHARE CAPITAL

The Company

2014 2013 2014 2013

Number Of Shares (‘000) RM’000 RM’000

ORDINARY SHARES OF RM0.50 EACH

AUTHORISED 400,000 400,000 200,000 200,000

ISSUED AND FULLY PAID-UP 137,200 137,200 68,600 68,600

18. WARRANTS

The Company had on 30 September 2011, issued 68,600,000 2011/2016 Warrants to all entitled shareholders of the Company on the basis of one (1) free Warrant for every two (2) existing ordinary shares of RM0.50 each held in the Company. The Warrants were listed on the Main Market of Bursa Malaysia Securities Berhad on 6 October 2011. The Warrants are constituted under a Deed Poll executed on 12 September 2011, and each Warrant entitles the registered holder the right at any time during the exercise period from 30 September 2011 to 29 September 2016 to subscribe in cash for one new ordinary share of RM0.50 each of the Company at an exercise price of RM0.50 each.

As at 31 March 2014, the entire 68,600,000 Warrants remained unexercised.

The main features of the Warrants are as follows:-

(i) Each Warrant will entitle the registered holder to subscribe for one (1) new ordinary share of par value of RM0.50 each in the Company at an exercise price of RM0.50 each subject to adjustment in accordance with the conditions stipulated in the Deed Poll;

(ii) The Warrants may be exercised at any time on or before the maturity date falling five years (2011/2016) from the date of issue of the Warrants on 30 September 2011. Warrants not exercised after the exercise period will thereafter lapse and cease to be valid;

(iii) The new shares to be issued pursuant to the exercise of the Warrants shall, upon allotment and issue, rank pari passu in all respects with the existing ordinary shares of the Company in issue except that they will not be entitled to any dividends, rights, allotments and/or other distributions, the entitlement date of which is before the allotment and issuance of the new shares; and

(iv) The persons to whom the Warrants have been granted have no rights to participate in any distribution and/or offer of further securities in the Company until/and unless Warrant holders exercise their Warrant for new shares.



19. REVALUATION RESERVE

The Group

2014 2013

RM’000 RM’000

At 1 April 6,137 6,273

Realisation of revaluation reserve (180) (136)

At 31 March 5,957 6,137

The revaluation reserve represents the surplus arising from the revaluation of the land and buildings of the Group, net of deferred tax and is not distributable by way of cash dividends.

20. FOREIGN CURRENCY TRANSLATION RESERVE

The foreign currency translation arose from the translation of the financial statements of foreign subsidiaries and is not distributable by way of dividends.

21. RETAINED PROFITS

Under the single tier tax system, tax on the Company’s profits is the final tax and accordingly, any dividends to the shareholders are not subject to tax.

22. LONG-TERM BORROWINGS

The Group

2014 2013

RM’000 RM’000

Secured:

Hire purchase payables (Note 23) 179 20

Term loans (Note 24) 4,092 6,658

4,271 6,678



23. HIRE PURCHASE PAYABLES

The Group

2014 2013

RM’000 RM’000

Minimum hire purchase payments:

- not later than one year 56 143

- later than one year and not later than five years 199 24

255 167

Future finance charges (26) (12)

Present value of hire purchase payables 229 155

Current (Note 29):

- not later than one year 50 135

Non-current (Note 22):

- later than one year and not later than five years 179 20

229 155 The hire purchase payables of the Group at the end of the reporting period bore an effective interest rate of 4.31% (2013 -

5.03%) per annum.

24. TERM LOANS

The Group

2014 2013

RM’000 RM’000

Current (Note 29):

- not later than one year 2,749 4,041

Non-current (Note 22):

- later than one year and not later than two years 2,166 3,422

- later than two years and not later than five years 1,926 3,236

4,092 6,658

6,841 10,699



24. TERM LOANS (CONT’D)

Number Of Effective

Term Monthly Monthly Date Of The Group

Loan Instalments Instalment Repayment 2014 2013

RM RM’000 RM’000

1 60 27,229 April 2009 - 343

2 60 5,699 May 2009 - 69

3 60 5,641 May 2009 - 69

4 60 59,000 October 2009 297 1,011

5 60 39,700 November 2009 361 791

6 84 22,487 February 2011 878 1,091

7 84 4,638 March 2011 164 209

8 60 44,583 October 2011 1,201 1,658

9 60 70,546 November 2011 2,039 2,440

10 60 39,697 May 2012 1,328 1,696

11 60 Not applicable February 2013 - 630

12 60 13,399 April 2103 573 692

6,841 10,699

The term loans of the Group at the end of the reporting period bore effective interest rates ranging from 5.46% to 9.10% (2013 - 5.64% to 9.10%) per annum and are secured in the same manner as the bills payable disclosed in Note 29 to the financial statements.

25. DEFERRED TAXATION

The Group

2014 2013

RM’000 RM’000

At 1 April 8,416 9,524

Recognised in profit or loss (Note 34) 183 (1,108)

At 31 March 8,599 8,416



25. DEFERRED TAXATION (CONT’D)

The deferred tax consists of the tax effects of the following items:-

The Group

2014 2013

RM’000 RM’000

Deferred tax liabilities:-

Accelerated capital allowances 3,621 3,735

Revaluation of properties 5,081 4,795

8,702 8,530

Deferred tax assets:-

Unabsorbed capital allowances - (1)

Unutilised tax losses - (10)

Other temporary differences (103) (103)

(103) (114)

8,599 8,416

No deferred tax assets/(liabilities) are recognised on the following items:-

The Group

2014 2013

RM’000 RM’000

Unabsorbed capital allowances 8 151

Unutilised tax losses 1,836 1,684

Provision 35 242

Accelerated capital allowances (1) (49)

1,878 2,028 The unutilised reinvestment allowances of approximately RM1,379,000 in the previous financial year had been fully utilised

in the current financial year..

26. TRADE PAYABLES

The normal trade credit terms granted to the Group range from 30 to 90 (2013 - 30 to 90) days.



27. OTHER PAYABLES AND ACCRUALS


2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

Other payables 1,254 1,357 90 -

Accruals 1,230 1,487 38 45

Deposit received 1,402 257 2 2

3,886 3,101 130 47

28. AMOUNT OWING TO A RELATED PARTY

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

29. SHORT-TERM BORROWINGS

The Group

2014 2013

RM’000 RM’000

Secured:-

Bills payable 14,877 17,103

Hire purchase payables (Note 23) 50 135

Term loans (Note 24) 2,749 4,041

17,676 21,279

The bills payable of the Group at the end of the reporting period bore effective interest rates ranging from 4.04% to 7.85% (2013 - 3.34% to 8.10%) per annum and are secured by:-

(a) legal charges over certain long leasehold land and buildings of certain subsidiaries and of a related party;

(b) legal charges over certain freehold land and buildings of certain subsidiaries;

(c) a debenture over certain plant and machinery of a subsidiary;

(d) a joint and several guarantee of certain directors; and

(e) a corporate guarantee by the Company.

30. BANK OVERDRAFTS

The bank overdrafts of the Group at the end of the reporting period bore an effective interest rate of 7.85% (2013 - 7.85% to 8.10%) per annum and are secured in the same manner as the bills payable disclosed in Note 29 to the financial statements.



31. REVENUE


2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

Sale of goods 84,724 83,152 - -

Food and beverage 1,441 1,531 - -

86,165 84,683 - -

32. OTHER INCOME


2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

Writeback of impairment loss on trade receivables 74 87 - -

Fair value adjustment on

investment properties 6,113 231 - -

Net gain on disposal of

- plant and equipment 96 47 - -

- non-current asset held for sale - 826 - -

Gain on foreign exchange:

- realised - 411 - -

- unrealised - 116 - -

Rental income 230 147 - -

Interest income 169 123 - -

Dividend income 7 3 - -

Sundry income 471 449 167 122

7,160 2,440 167 122



33. PROFIT/(LOSS) BEFORE TAXATION

In addition to those disclosed in Note 32 to the financial statements, profit/(loss) before taxation is arrived at after charging:-


2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

Allowance for impairment loss on receivables:

- trade 430 128 - -

- non-trade 242 196 - -

Amortisation of intangible assets 74 87 - -

Audit fee: -

- statutory audit 174 155 35 33

- underprovision in the previous financial year 29 27 - -

- other non-statutory services 10 10 - -

Bad debts written off 58 72 - -

Depreciation of property, plant and equipment 5,442 6,091 - -

Deposits written off - 20 - -

Directors’ fee 110 90 110 90

Directors’ non-fee emoluments

- salaries, bonuses and allowances 1,161 1,017 - -

- defined contribution plan 115 108 - -

- other benefits 18 19 15 17

Property, plant and equipment written off 108 36 - -

Intangible assets written off 130 136 - -

Investment properties written off - 145 - -

Interest expense:

- bank overdrafts 362 236 - -

- bills payable 910 956 - -

- hire purchase 13 12 - -

- term loans 584 760 - -

Loss on foreign exchange:

- realised 105 148 - -

- unrealised 422 369 - -

Rental of equipment 4 3 - -

Rental of premises 788 736 - -

Research expenses 77 81 - -

Staff costs:

- salaries, wages, bonuses and allowances 6,449 6,650 - -

- defined contribution plan 403 452 - -

- other benefits 187 362 - -



34. INCOME TAX EXPENSE


2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

Current tax:

- for the financial year 912 1,166 21 36

- (over)/underprovision in the previous financial year (258) 131 (36) (39)

654 1,297 (15) (3)

Deferred tax (Note 25):

- relating to origination and reversal of temporary differences (489) (360) - -

- effect of change in Real Property Gain Tax rates 396 - - -

- under/(over) provision in the previous financial year 276 (748) - -

183 (1,108) - -

837 189 (15) (3)

During the financial year, the statutory tax rate remained at 25%.

The statutory tax rate will be reduced to 24% from the current financial year’s rate of 25%, effective year of assessment 2016.



34. INCOME TAX EXPENSE (CONT’D)

A reconciliation of the income tax expense applicable to the profit/(loss) before taxation at the statutory tax rate to the income tax expense at the effective tax rate of the Group and the Company is as follows:-


2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

Profit/(Loss) before taxation 5,792 3,021 (133) (179)

Tax at the statutory tax rate of 25% (2013 - 25%) 1,448 755 (33) (45)

Tax effects of:-

Non-taxable gain (1,554) (273) - -

Non-deductible expenses 700 1,124 54 81

Deferred tax assets not recognised during the financial year 214 129 - -

Utilisation of reinvestment allowances (376) (912) - -

Utilisation of deferred tax assets not recognised in the previous financial year (9) (17) - -

Remeasurement of deferred tax on investment properties at fair value arising from change in Real Property Gain Tax rates 396 - - -

(Over)/Underprovision in the previous financial year:

- current tax (258) 131 (36) (39)

- deferred tax 276 (748) - -

Income tax expense for the financial year 837 189 (15) (3)

Tax savings during the financial year arising from:-

The Group

2014 2013

RM’000 RM’000

Utilisation of tax losses previously not recognised 36 68

Utilisation of reinvestment allowances 1,506 3,648



35. EARNINGS PER SHARE

The basic earnings per share (“EPS”) is arrived at by dividing the Group’s profit attributable to the owners of the Company of RM4,962,000 (2013 - RM2,841,000) by the number of ordinary shares in issue during the financial year of 137,200,000 (2013 - 137,200,000).

There is no dilution in the earnings per share as the average market price of the Company’s ordinary shares during the financial year was lower than the exercise price of the outstanding Warrants 2011/2016.

36. PURCHASE OF PROPERTY, PLANT AND EqUIPMENT

The Group2014 2013

RM’000 RM’000

Cost of property, plant and equipment purchased (Note 7) 4,346 2,511Amount financed through hire purchase (250) -Amount financed through term loan - (692)

Cash disbursed for the purchase of property, plant and equipment 4,096 1,819

37. CASH AND CASH EqUIVALENTS

For the purpose of the statements of cash flows, cash and cash equivalents comprise the following:-


RM’000 RM’000 RM’000 RM’000

Fixed deposits with licensed banks (Note 16)

2,945 6,030 - -

Cash and bank balances 2,720 4,555 11 26Bank overdrafts (Note 30) (5,291) (4,092) - -

374 6,493 11 26

38. DIRECTORS’ REMUNERATION

The aggregate amounts of remuneration received and receivable by directors during the financial year are as follows:-


RM’000 RM’000 RM’000 RM’000

Executive directors:- non-fee emoluments 1,279 1,127 - -

Non-Executive directors:- fee 110 90 110 90- non-fee emoluments 15 17 15 17

1,404 1,234 125 107



38. DIRECTORS’ REMUNERATION (CONT’D)

The remuneration received/receivable by directors from the Group and the Company during the financial year falls within the following bands:-


2014 2013 2014 2013

Executive directors:

RM100,001 - RM150,000 - 1 - -

RM150,001 - RM200,000 1 - - -

RM200,001 - RM250,000 - 2 - -

RM250,001–RM300,000 2 - - -

RM400,001 - RM450,000 - - - -

RM450,001–RM500,000 - - - -

RM500,001–RM550,000 1 1 - -

4 4 - -

Non-Executive directors:

Below RM50,000 3 3 3 3

7 7 3 3

39. RELATED PARTY DISCLOSURES

(a) Identities of related parties

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

(b) Other than those disclosed elsewhere in the financial statements, the Group and the Company also carried out the following significant transactions with the related parties during the financial year:-


2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

(i) Key management personnel

Short-term employee benefits 1,592 1,414 125 107

(ii) Entity controlled by certain key management personnel

Rental paid/payable 150 150 - -



40. CAPITAL COMMITMENTS

The Group

2014 2013

RM’000 RM’000

Authorised and contracted for:

- Purchase of properties - 1,151

41. CONTINGENT LIABILITY

The Company

2014 2013

RM’000 RM’000

Unsecured:-

Corporate guarantees given to licensed bank for banking facilities granted to the subsidiaries 16,889 20,080

42. OPERATING SEGMENTS

Operating segments are prepared in a manner consistent with the internal reporting provided to the Board of Directors as its chief operating decision maker in order to allocate resources to segments and to assess their performance. For management purposes, the Group is organised into business units based on their products and services provided.

The Group is organised into three main business segments as follows:

(i) Manufacturing and trading segment - involved in manufacturing and trading of diversified range of plastics pipes, water tanks and fittings.

(ii) Services - involved in property holding.

(iii) Investment holding - involved in investment holding.

(iv) Others

The Board of Directors assesses the performance of the operating segments based on operating profit or loss which is measured differently from those disclosed in the consolidated financial statements.

Group financing (including finance costs) and income taxes are managed on a group basis and are not allocated to operating segments.

Assets, liabilities and expenses which are common and cannot be meaningfully allocated to the operating segments are presented under unallocated items. Unallocated items comprise mainly current tax assets, current tax liabilities and deferred tax liabilities.



42. OPERATING SEGMENTS (CONT’D)

Manufacturing and trading Services

Investment holding Others Elimination Group

2014 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

REVENUE

External sales 84,724 - - 1,441 - 86,165

Inter-segment sales 48,076 325 - - (48,401) -

132,800 325 - 1,441 (48,401) 86,165

RESULTS

Segment results 3,907 2,842 (133) (606) 1,459 7,469

Interest income 155 - - 14 - 169

Finance costs (1,905) - - - - (1,905)

2,157 2,842 (133) (592) 1,459 5,733

Share of results of an associate 59

Profit before taxation 5,792

Income tax expense (837)

Profit after taxation 4,955

ASSETS

Segment assets 161,528 18,560 69,549 14,705 (125,948) 138,394

Unallocated corporate assets 1,213

Consolidated total assets 139,607

LIABILITIES

Segment liabilities 91,505 994 130 10,349 (64,279) 38,699

Unallocated corporate liabilities 9,509

Consolidated total liabilities 48,208




2014Manufacturing

and trading ServicesInvestment

holding Others Elimination Group

GROUP RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

OTHER SEGMENT ITEMS

Capital expenditure:

- property, plant and equipment 2,434 - - 1,912 - 4,346

- investment properties 4,740 - - - - 4,740

Allowance for impairment loss on receivables:

- trade 384 - - 46 - 430

- non-trade - - - 242 - 242

Amortisation of intangible asset 46 - - 28 - 74

Bad debts written off 48 - - 10 - 58

Depreciation of property, plant and equipment 4,921 - - 323 198 5,442

Equipment written off 21 - - 87 - 108

Intangible assets written off - - - 130 - 130

Fair value adjustment on investment properties (6,113) - - - - (6,113)

Gain on disposal of:

- property, plant and equipment (96) - - - - (96)

- non-current asset held for sale

Reversal of impairment loss on trade receivables (74) - - - - (74)






2013 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

REVENUE

External sales 83,152 - - 1,531 - 84,683

Inter-segment sales 41,368 390 - - (41,758) -

124,520 390 - 1,531 (41,758) 84,683

RESULTS

Segment results 6,581 1,708 (179) (1,201) (2,070) 4,839

Interest income 108 - - 15 - 123

Finance costs (1,967) - - - - (1,967)

4,722 1,708 (179) (1,186) (2,070) 2,995

Share of results of an associate 26

Profit before taxation 3,021

Income tax expense (189)

Profit after taxation 2,832

ASSETS

Segment assets 155,643 15,945 69,548 10,466 (118,879) 132,723

Unallocated corporate assets 2,853

Consolidated total assets 135,576

LIABILITIES

Segment liabilities 88,896 1,197 47 5,481 (56,737) 38,884

Unallocated corporate liabilities 10,277

Consolidated total liabilities 49,161






2013 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

OTHER SEGMENT ITEMS

Capital expenditure:

- property, plant and equipment 2,468 - - 43 - 2,511

- investment properties 46 - - - - 46

Allowance for impairment loss on receivables

- trade 85 - - 43 - 128

- non-trade - - - 196 - 196

Amortisation of intangible asset 46 - - 41 - 87

Bad debts written off 72 - - - - 72

Deposit written off 20 - - - - 20

Depreciation of property, plant and equipment 5,544 - - 290 257 6,091

Equipment written off 10 - - 26 - 36

Intangible assets written off - - - 136 - 136

Fair value adjustment on investment properties (231) - - - - (231)

Gain on disposal of:

- property, plant and equipment (47) - - - - (47)

- non-current asset held for sale (616) - - - (210) (826)

Reversal of impairment loss on trade receivables (87) - - - - (87)

Geographical Information

The following is an analysis of the Group’s revenue and non-current assets by geographical markets:

Revenue Non-Current Assets

2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

Malaysia 75,844 75,168 76,360 71,511

Indonesia 5,178 5,288 5,298 5,794

Cambodia 1,460 1,532 7,125 1,002

Singapore 1,883 1,667 - -

Others 1,800 1,028 - -

86,165 84,683 88,783 78,307

There are no major customers with revenue equal to or more than 10% of the Group revenue.



43. FINANCIAL INSTRUMENTS

The Group’s activities are exposed to a variety of market risk (including foreign currency risk, interest rate risk and equity price risk), credit risk and liquidity risk. The Group’s overall financial risk management policy focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance.

43.1 FINANCIAL RISK MANAGEMENT POLICIES

The Group’s policies in respect of the major areas of treasury activity are as follows:-

(a) Market Risk

(i) Foreign Currency Risk

The Group is exposed to foreign currency risk on transactions and balances that are denominated in currencies other than Ringgit Malaysia. The currencies giving rise to this risk are primarily United States Dollar, Australian Dollar, Singapore Dollar, Chinese Renminbi and Indonesian Rupiah. Foreign currency risk is monitored closely on an ongoing basis to ensure that the net exposure is at an acceptable level.

The Company does not have any transactions or balances denominated in foreign currencies and hence is not exposed to foreign currency risk.

Foreign currency exposure

UnitedStates Singapore Indonesian Australian RinggitDollar Dollar Rupiah Dollar Euro Malaysia Total


2014

Financial Assets

Other investment 1,639 - - - - - 1,639

Short-term investment - - - - - 101 101

Trade receivables 233 224 177 1 - 18,147 18,782

Other receivables and deposits 2,390 - 38 - - 730 3,158

Fixed deposits with licensed banks - - - - - 2,945 2,945

Cash and bank balances 132 1 39 - 1 2,547 2,720

4,394 225 254 1 1 24,470 29,345

Financial Liabilities

Trade payables 2,859 37 61 - - 4,238 7,195

Other payables and accruals 370 164 - - - 3,352 3,886

Amount owing to a related party - - - - - 380 380

Bills payable 860 - - - - 14,017 14,877

Hire purchases payables - - - - - 229 229

Term loans 2,039 - - - - 4,802 6,841

Bank overdrafts - - - - - 5,291 5,291

6,128 201 61 - - 32,309 38,699



43. FINANCIAL INSTRUMENTS (CONT’D)

43.1 FINANCIAL RISK MANAGEMENT POLICIES (CONT’D)

(a) Market Risk (Cont’d)

(i) Foreign Currency Risk (Cont’d)

Foreign currency exposure (Cont’d)

United

States Singapore Indonesian Australian Ringgit

Dollar Dollar Rupiah Dollar Euro Malaysia Total


2014

Net financial (liabilities)/assets (1,734) 24 193 1 1 (7,839) (9,354)

Less: Net financial (liabilities)/assets denominated in the entity’s functional currency 603 - (222) - - 7,839 8,220

Currency exposure (1,131) 24 (29) 1 1 - (1,134)

United

States Singapore Indonesian Australian Chinese Ringgit

Dollar Dollar Rupiah Dollar Renminbi Malaysia Total


2013

Financial Assets

Short-term investment - - - - - 101 101

Trade receivables 210 28 302 50 - 18,044 18,634

Other receivables 2,744 203 113 - 62 1,769 4,891

Fixed deposits with licensed banks - - - - - 6,030 6,030

Cash and bank balances 1,457 5 169 - - 2,924 4,555

4,411 236 584 50 62 28,868 34,211







Foreign currency exposure (Cont’d)

United

States Singapore Indonesian Australian Chinese Ringgit

Dollar Dollar Rupiah Dollar Renminbi Malaysia Total


2013


Trade payables 26 - - - - 3,346 3,372

Other payables and accruals

391 53 - - - 2,657 3,101

Amount owing to a related party

- - - - - 362 362

Bills payable 674 - - - - 16,429 17,103

Hire purchase payables - - - - - 155 155

Term loans 2,440 - - - - 8,259 10,699

Bank overdrafts - - - - - 4,092 4,092

3,531 53 - - - 35,300 38,884

Net financial assets/(liabilities) 880 183 584 50 62 (6,432) (4,673)

Less: Net financial (assets)/liabilities denominated in the entity’s functional currency (2,000) - (537) - - 6,432 3,895

Currency exposure (1,120) 183 47 50 62 - (778)







Foreign currency risk sensitivity analysis

The following table details the sensitivity analysis to a reasonably possible change in the foreign currencies at the end of the reporting period, with all other variables held constant:-

The Group

2014 2013

(Decrease)/Increase

(Decrease)/Increase

RM’000 RM’000

Effects On Profit/(Loss) After Taxation/Equity

United States Dollar:

- strengthened by 5% (42) (42)

- weakened by 5% 42 42

Singapore Dollar:

- strengthened by 5% 1 7

- weakened by 5% (1) (7)

Indonesian Rupiah:

- strengthened by 5% (1) 2

- weakened by 5% 1 (2)

Australian Dollar:

- strengthened by 5% - 2

- weakened by 5% - (2)

Chinese Renminbi:

- strengthened by 5% - 2

- weakened by 5% - (2)

(ii) Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to interest rate risk arises mainly from interest-bearing financial assets and liabilities. The Group’s policy is to obtain the most favourable interest rates available. Any surplus funds of the Group will be placed with licensed financial institutions to generate interest income.

Information relating to the Group’s exposure to the interest rate risk of the financial liabilities is disclosed in Note 43.1(c) to the financial statements.






(ii) Interest Rate Risk (Cont’d)

Exposure to interest rate risk

The Group

2014 2013

RM’000 RM’000

Fixed Rate Instruments

Bills payable (14,877) (17,103)

Hire purchase payables (229) (155)

Fixed deposits with licensed banks 2,945 6,030

(12,161) (11,228)

Floating Rate Instruments

Term loans (6,841) (10,699)

Bank overdrafts (5,291) (4,092)

(12,132) (14,791)

Interest rate risk sensitivity analysis

The following table details the sensitivity analysis to a reasonably possible change in the interest rates as at the end of the reporting period, with all other variables held constant:-

The Group

2014 2013

Increase/ (Decrease)

Increase/(Decrease)

RM’000 RM’000

Effects On Profit/(Loss) After Tax/Equity

Increase of 100 basis points (bp) (91) (111)

Decrease of 100 bp 91 111

(iii) Equity Price Risk

A 5% strengthening/weakening of the prices for quoted investment as at the end of the reporting period would have immaterial impact on profit after tax and equity. This assumes that all other variables remain constant.





(b) Credit Risk

The Group’s exposure to credit risk, or the risk of counterparties defaulting, arises mainly from trade and other receivables. The Group manages its exposure to credit risk by the application of credit approvals, credit limits and monitoring procedures on an ongoing basis. For other financial assets (including quoted investments and cash and bank balances), the Group minimises credit risk by dealing exclusively with high credit rating counterparties.

The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of the trade and other receivables as appropriate. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss component established for groups of similar assets in respect of losses that have been incurred but not yet identified. Impairment is estimated by management based on prior experience and the current economic environment.

Credit risk concentration profile

The Group does not have any major concentration of credit risk related to any individual customer or counterparty.

Exposure to credit risk

As the Group does not hold any collateral, the maximum exposure to credit risk is represented by the carrying amount of the financial assets as at the end of the reporting period.

The exposure of credit risk for trade receivables by geographical region is as follows:-

The Group

2014 2013

RM’000 RM’000

Australia 1 52

Cambodia 39 18

Indonesia 538 366

Singapore 224 43

Vietnam 109 -

Thailand 59 119

Malaysia 17,812 18,036

18,782 18,634





(b) Credit Risk (Cont’d)

Ageing analysis

The ageing analysis of the Group’s trade receivables at the end of the reporting period is as follows:-

Gross Individual Carrying

Amount Impairment Value

The Group RM’000 RM’000 RM’000

2014

Not past due 13,390 - 13,390

Past due:

- less than 3 months 2,335 - 2,335

- 3 to 5 months 748 - 748

- over 5 months 3,940 (1,631) 2,309

20,413 (1,631) 18,782

2013

Not past due 10,546 - 10,546

Past due:

- less than 3 months 4,213 - 4,213

- 3 to 5 months 3,028 - 3,028

- over 5 months 2,122 (1,275) 847

19,909 (1,275) 18,634

At the end of the reporting period, trade receivables that are individually impaired were those in significant financial difficulties and have defaulted on payments. These receivables are not secured by any collateral or credit enhancement.

Trade receivables that are past due but not impaired

The Group believes that no impairment allowance is necessary in respect of these trade receivables. They are substantially companies with good collection track record and no recent history of default.

Trade receivables that are neither past due nor impaired

A significant portion of trade receivables that are neither past due nor impaired are regular customers that have been transacting with the Group. The Group uses ageing analysis to monitor the credit quality of the trade receivables. Any receivables having significant balances past due or more than 120 days, which are deemed to have higher credit risk, are monitored individually.





(c) Liquidity Risk

Liquidity risk arises mainly from general funding and business activities. The Group practises prudent risk management by maintaining sufficient cash balances and the availability of funding through certain committed credit facilities.

The following table sets out the maturity profile of the financial liabilities as at the end of the reporting period based on contractual undiscounted cash flows (including interest payments computed using contractual rates or, if floating, based on the rates at the end of the reporting period):-

Weighted

Average Contractual Over

Effective Carrying Undiscounted Within 1 - 5 5

Rate Amount Cash Flows 1 Year Years Years

The Group % RM’000 RM’000 RM’000 RM’000 RM’000

2014

Trade payables - 7,195 7,195 7,195 - -

Other payables and accruals - 3,886 3,886 3,886 - -

Amount owing to a related party - 380 380 380 - -

Bills payable 5.39 14,877 14,877 14,877 - -

Hire purchase payables 4.31 229 255 56 199 -

Term loans 6.36 6,841 7,514 3,174 4,340 -

Bank overdrafts 7.85 5,291 5,291 5,291 - -

38,699 39,398 34,859 4,539 -

2013

Trade payables - 3,372 3,372 3,372 - -

Other payables and accruals - 3,101 3,101 3,101 - -

Amount owing to a related party - 362 362 362 - -

Bills payable 5.33 17,103 17,103 17,103 - -

Hire purchase payables 5.03 155 167 143 24 -

Term loans 6.80 10,699 11,855 4,588 7,267 -

Bank overdrafts 7.93 4,092 4,092 4,092 - -

38,884 40,052 32,761 7,291 -





(c) Liquidity Risk (Cont’d)

Weighted

Average Contractual Over

Effective Carrying Undiscounted Within 1 - 5 5

Rate Amount Cash Flows 1 Year Years Years

The Company % RM’000 RM’000 RM’000 RM’000 RM’000

2014

Other payables and accruals - 130 130 130 - -

2013

Other payables and accruals - 47 47 47 - -

43.2 CAPITAL RISK MANAGEMENT

The Group manages its capital to ensure that entities within the Group will be able to maintain an optimal capital structure so as to support their businesses and maximise shareholders’ value. To achieve this objective, the Group may make adjustments to the capital structure in view of changes in economic conditions, such as adjusting the amount of dividend payment, returning of capital to shareholders or issuing new shares.

The Group manages its capital based on debt-to-equity ratio that complies with debt covenants and regulatory, if any. The debt-to-equity ratio is calculated as total borrowings from financial institutions divided by total equity.

There was no change in the Group’s approach to capital management during the financial year.




43.2 CAPITAL RISK MANAGEMENT

The debt-to-equity ratio of the Group as at the end of the reporting period was as follows:-

The Group

2014 2013

RM’000 RM’000

Bills payable 14,877 17,103

Hire purchase payables 229 155

Term loans 6,841 10,699

Bank overdrafts 5,291 4,092

27,238 32,049

Less: Fixed deposits with licensed banks (2,945) (6,030)

Less: Cash and bank balances (2,720) (4,555)

Net debt 21,573 21,464

Total equity 91,399 86,415

Debt-to-equity ratio 0.24 0.25

Under the requirement of Bursa Malaysia Practice Note No. 17/2005, the Company is required to maintain a consolidated shareholders’ equity (total equity attributable to owners of the Company) equal to or not less than the 25% of the issued and paid-up share capital (excluding treasury shares) and such shareholders’ equity is not less than RM40 million. The Company has complied with this requirement.



43. FINANCIAL INSTRUMENTS (CONT’D) 43.3 CLASSIFICATION OF FINANCIAL INSTRUMENTS


2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

Financial Assets

Available-for-sale financial assets

Other investment 1,639 - - -

Loans and receivables financial assets

Trade receivables 18,782 18,634 - -

Other receivables and deposits 3,158 4,891 20 51

Amount owing by subsidiaries - - 24,560 24,513

Fixed deposits with licensed banks 2,945 6,030 - -

Cash and bank balances 2,720 4,555 11 26

27,605 34,110 24,591 24,590

Fair value through profit and loss

Short-term investments 101 101 - -


Other financial liabilities

Trade payables 7,195 3,372 - -

Other payables and accruals 3,886 3,101 130 47

Amount owing to a related party 380 362 - -

Bills payable 14,877 17,103 - -

Hire purchase payables 229 155 - -

Term loans 6,841 10,699 - -

Bank overdrafts 5,291 4,092 - -

38,699 38,884 130 47



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43.4 FAIR VALUE INFORMATION (CONT’D)

The fair values of level 2 above have been determined using the following basis:-

(i) The fair values of quoted investments are measured at their quoted closing bid prices at the end of the reporting period.

(ii) The fair values of hire purchase payables and term loan are determined by discounting the relevant cash flow using interest rates for similar instruments at the end of the reporting period. The interest rates used to discount the estimated cash flows are as follows:-

The Group

2014 2013

% %

Hire purchase payables 4.31 5.03

Term loan 6.36 6.80

In regard to financial instruments carried at fair value, there were no transfer between level 1 and level 2 during the financial year.

44. SUPPLEMENTARY INFORMATION – DISCLOSURE OF REALISED AND UNREALISED PROFITS/LOSSES

The breakdown of retained profits of the Group and of the Company as at the end of the reporting period into realised and unrealised profits are presented in accordance with the directive issued by Bursa Malaysia Securities Berhad and prepared in accordance with Guidance on Special Matter No.1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants, as follows:-


2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

Total retained profits

- realised 67,741 63,280 819 937

- unrealised (9,021) (8,382) - -

58,720 54,898 819 937

Total share of retained profits of an associate:

- realised 8 (51) - -

58,728 54,847 819 937

Less: Consolidated adjustments (41,907) (43,168) - -

16,821 11,679 819 937



list of PRoPeRtiesAt 31 July 2014

LocationDescription/ Existing Use

Build-up Area/ Land Area* (sq.

ft.) TenureRegistered

Owner

Approximate Age of

Buildings Net Book Value (RM)

Date of Last valuation

Lot 5, Jalan Waja 14, Kawasan Perindustrian Telok Panglima Garang42500 Telok Panglima GarangSelangor Darul Ehsan

Single-storey detached factory, a 3-storey office block and single storey hall with additional 2 floors

177,139 /237,185*

To be issued with a 99-year

leasehold qualified title.

RPSB 14 years 15,873,475 25 February 2010

No 21 Jalan Taming 7, Taman Taming Jaya 43300 Balakong Selangor Darul Ehsan

Intermediate 1½ storey terrace light industrial factory

2,970 /2,160*

Freehold RPSB 16 years 451,453 31 March 2013

Lot PT 13749Pandamaran Port KlangSelangor Darul Ehsan

Vacant commercial land

1,600* Leasehold 99 years expiring on 26 August

2087

RPSB n/a 98,335 25 February 2010

Lot PT 14229 Pandamaran Jaya IndustrialMukim KlangSelangor Darul Ehsan

Single-storey semi-detached warehouse

6,000 /9,075*

Leasehold 60 years expiring

on 16 Mac 2068

RPSB 5 years 958,191 25 February 2010

Lot PT 14228Pandamaran Jaya IndustrialMukim KlangSelangor Darul Ehsan

Single-storey semi-detached warehouse

6,000 /9,075*


on 16 Mac 2068

RPSB 5 years 360,982 25 May 2012

Lot 1851 Jalan Camp, Port Klang Selangor Darul Ehsan

Vacant industrial land

215,056* Leasehold 99 years expiring

on 7 April 2090

RPSB n/a 2,427,976 25 February 2010

Lot 107 Block 14 Batu 24, Kuching/Serian Road Sentah/Segu Land District Kuching Division Sarawak

Single-storey detached factory

12,680 /150,898*

Leasehold 60 years

expiring on 14 December

2070

RPSB 4 year 2,363,365 25 February 2010

Lot 24 & 25 Export Oriented Industrial Zone Phase 2 Kota Kinabalu Industrial Park, Sabah

Single-storey detached warehouse and a double-storey office block

36,152 /175,547*

To be issued with a 99-year

leasehold qualified title

RPSB 4 year 5,266,930 25 February 2010





Owner

Approximate Age of



Lot 3 Jalan Waja 15 Kaw Perindustrian Telok Panglima Garang, 42500 Telok Panglima Garang Selangor Darul Ehsan

4 single-storey warehouses

117,600 /240,508*

Leasehold 99 years

expiring on 9 September

2103

ELSB 14 years 10,808,869 31 March 2014

Lot 6461 Batu 5¾ Jalan Kapar 42200 Kapar Selangor Darul Ehsan

Double-storey factory building cum office block, a double storey canteen block cum store, a guard house and a motorcycle shed

41,924 /219,978*

Freehold RPSB 21 years 12,520,000 31 March 2014

No 9 Jalan MJ 49 Taman Merdeka Jaya Batu Berendam 75350 Melaka

Single-storey terrace shop-office

1,200 /1,195*

Leasehold 99 years expiring on 31 October

2097

RPSB 15 years 90,000 31 March 2013



1,200 /1,195*


2097




1,200 /1,195*


2097


Sub-Lot 298, Kawasan Perindustrian Gebeng, Mukim Sungai Karang, Daerah Kuantan, Pahang


27,975* Leasehold 99 years expiring on 15 January

2102

RPMSB n/a 395,220 25 February 2010

Sub-Lot 302, Kawasan Perindustrian Gebeng, Mukim Sungai Karang, Daerah Kuantan, Pahang


28,363* Leasehold 99 years expiring on 15 January

2102

RPMSB n/a 400,694 25 February 2010

No 906, Jalan IKS Juru, Juru, 14100 Simpang Ampat, Pulau Pinang

Single-storey store and office

6,000 /47,899*

Freehold RPMSB 4 year 1,897,320 25 February 2010

Lot 3911 Jalan Riang 21/6Taman Gembira81200 Johor Bahru

Twoandhalf–Storey detached factory

31,484 / 29,554*

Freehold RPMSB 6 year 3,103,916 Acquisition completed in

2011

list of PRoPeRtiesAt 31 July 2014 (coNt’d)





Owner

Approximate Age of



No 13, Jalan AP 1Taman Alai Perdana75460 Melaka

Three-storey commercial office

3,914 / 1,323*


1 October 2096

RPSB 10 year 225,000 31 March 2013

Blok E2 Latrade Industrial ParkJl Sei BintiTanjung Uncang29422 BatamIndonesia

Single-storey factory with attached two-storey office

6,743/6,753* Leasehold expiring 25 March 2030

PTRI 8 year 2,697,968 10 March 2011

Blok E4 Latrade Industrial ParkJl Sei BintiTanjung Uncang29422 BatamIndonesia


8,612* Leasehold expiring 28 September

2036

PTRI n/a 1,101,289 10 March 2011

Blok D No 1Top100 MallBatam

Single-storey commercial shop lot

1,345/1,152* Leasehold expiring

13 April 2034

PTRI 5 year 414,141 17 May 2013

Blok D No 2Top100 MallBatam

Single-storey commercial shop lot

1,485/893* Leasehold expiring

13 April 2034

PTRI 5 year 369,369 17 May 2013

No 20 & 22, Northbridge Street, Village of Chong Thnal Khang Kaeut, Commune of Teuk Thla, District of Sen Sok, Capital City of Phnom Penh, Kingdom of Cambodia.

Two adjoining Three-storey shop flats

8,267/1,959* Freehold SPCCL 1 year 1,621,866 Acquisition completed in

2013

Samdech Tep Vong Street, Village of Mondol I, Commune of Svay Dangkum, District and Province of Siem Reap, Kingdom of Cambodia.


5,877/2,164* Freehold SPCCL 1 year 1,723,583 Acquisition completed in

2013






Owner

Approximate Age of



Ekareach Boulevard, Village of 3, Commune of 2, District of Mittapheap, Province of Preah Sihanouk, Kingdom of Cambodia.

Vacant land 3810* Freehold SPCCL n/a 659,631 Acquisition completed in

2013

PP 13504 National Road No. 5, Village of 3, Commune of Chrang Chamres 1, District of Russey Keo, Capital City of Phnom Penh, Kingdom of Cambodia,


1,367/6,986* Freehold SPCCL 2 year 556,768 Acquisition completed in

2013

PP 13363 National Road No. 5, Village of 3, Commune of Chrang Chamres 1, District of Russey Keo, Capital City of Phnom Penh, Kingdom of Cambodia,

Three adjoining Three-storey shop flats

3,380/10,441*

Freehold SPCCL 2 year 816,375 Acquisition completed in

2013

National Road No. 4, Village of Trapaing Perk, Commune of Perk, District of Ang Snuol, Province of Kandal, Kingdom of Cambodia.

Vacant land 134,301* Freehold SPCCL n/a 982,916 Acquisition completed in

2013



ANAlysis of oRdiNARyshAReholdiNgsAs At 15 August 2014

Authorised Share Capital : RM200,000,000.00 divided into 400,000,000 ordinary shares of RM0.50 each

Issued and Fully Paid-Up Share Capital : RM68,600,000 divided into 137,200,000 ordinary shares of RM0.50 each

Class of Shares : Ordinary shares of RM0.50 each

Voting Rights : Every member of the Company, present in person or by proxy or by attorney or other duly authorised representative, shall have on a show of hands, one (1) vote or on a poll, one (1) vote for each ordinary share held

DISTRIBUTION OF SHAREHOLDINGS

Size of Shareholdings No. of Holders % No. of Shares %

Less than 100 25 2.21 1,106 0.00

100 to 1,000 89 7.87 20,713 0.02

1,001 to 10,000 514 45.45 2,474,200 1.80

10,001 to 100,000 427 37.75 13,077,260 9.53

100,001 to 6,859,999 shares* 72 6.37 39,414,522 28.73

6,860,000 shares and above** 4 0.35 82,212,199 59.92

1,131 100.00 137,200,000 100.00

Notes:* Less than 5% of issued shares** 5% and above of issued shares

THIRTY (30) LARGEST SECURITIES ACCOUNT HOLDERS FOR ORDINARY SHARES(without aggregating securities from different securities accounts belonging to the same person)

No. NameNo. of

Shares Held %

1 Dato’ Dr. Teh Kim Poo, DSSA, PJK, JP 35,982,790 26.23

2 EB Nominees (Tempatan) Sendirian Berhad[Qualifier: Pledged Securities Account for Dato’ Dr. Teh Kim Poo, DSSA, PJK, JP]

20,423,209 14.89

3 Tema Evolusi Sdn. Bhd. 16,158,800 11.78

4 Datin Gan Jew, PJK 9,647,400 7.03

5 Techvilla Engineering Sdn. Bhd. 6,397,400 4.66

6 Dato’ Abu Sujak Bin Mahmud 4,569,600 3.33

7 Teh Leng Kang 4,200,002 3.06

8 Chee Kwai Heong 3,764,500 2.74

9 Ei Kim Hock 3,280,000 2.39


THIRTY (30) LARGEST SECURITIES ACCOUNT HOLDERS FOR ORDINARY SHARES (Cont’d)(without aggregating securities from different securities accounts belonging to the same person)

No. NameNo. of

Shares Held %

10 Kenanga Nominees (Tempatan) Sdn. Bhd.[Qualifier: Pledged Securities Account for Teoh Teik Soon]

1,150,000 0.84

11 Yap Han Lian 879,900 0.64

12 Lim Boon Siong 843,500 0.61

13 Tee Chee Chong 609,040 0.44

14 Lim Siew Hwa 574,000 0.42

15 Tew Shau Yeng 543,200 0.40

16 Ng Hong Khim 512,000 0.37

17 Teo Chow Seng 471,800 0.34

18 Ng Teh Ate 434,000 0.32

19 Mohamad Nizam Bin Yaacob 420,760 0.31

20 How Thong Guan 420,000 0.31

21 Ong Seng Swee @ Ong Ah Bah 400,000 0.29

22 Maybank Nominees (Tempatan) Sdn. Bhd.[Qualifier: Pledged Securities Account for Beh Hang Kong]

389,200 0.28

23 Maybank Nominees (Tempatan) Sdn. Bhd.[Qualifier: Ding Ying Hieng]

374,700 0.27

24 Ong Lai Wah 320,000 0.23

25 Malacca Equity Nominees (Tempatan) Sdn. Bhd. [Qualifier: Pledged Securities Account for Lee Jam]

304,600 0.22

26 Tan Hai Kiang 301,000 0.22

27 Kenanga Nominees (Tempatan) Sdn. Bhd. [Qualifier: Pledged Securities Account for Khoo Tew Choon]

280,000 0.20

ANAlysis of oRdiNARy shAReholdiNgsAs At 15 August 2014 (coNt’d)


THIRTY (30) LARGEST SECURITIES ACCOUNT HOLDERS FOR ORDINARY SHARES (Cont’d)(without aggregating securities from different securities accounts belonging to the same person)

No. NameNo. of

Shares Held %

28 Khoo Ting Hock 260,000 0.19

29 Chai Mooi Chong 252,000 0.18

30 Hon Sue Dip 235,000 0.17

SUBSTANTIAL SHAREHOLDERS ACCORDING TO THE REGISTER OF SUBSTANTIAL SHAREHOLDERS

No. Substantial Shareholders Direct Interest % Indirect Interest %

1 Dato’ Dr. Teh Kim Poo, DSSA, PJK, JP 56,405,999 41.11 13,952,402* 10.17

2 Tema Evolusi Sdn. Bhd. 16,158,800 11.78 - -

3 Datin Gan Jew, PJK 9,647,400 7.03 60,711,001* 44.25

* Deemed interest by virtue of shareholdings held by spouse and/or children.

DIRECTORS’ SHAREHOLDING ACCORDING TO THE REGISTER OF DIRECTORS’ SHAREHOLDINGS

Directors Direct Interest % Indirect Interest %

Dato’ Abu Sujak Bin Mahmud 4,569,600 3.33 - -

Dato’ Dr. Teh Kim Poo, DSSA, PJK, JP 56,405,999 41.11 13,952,402* 10.17

Datin Gan Jew, PJK 9,647,400 7.03 60,711,001* 44.25

Teh Leng Kang, PJK 4,200,002 3.06 - -

Khairul Anuar Bin Shaharudin - - - -

Wei Hwei Hong - - 4,200,002* 3.06

Kok Wee Wah - - - -


ANAlysis of oRdiNARy shAReholdiNgsAs At 15 August 2014 (coNt’d)


Type of Securities : Warrants 2011/2016

Maturity Date : 29 September 2016

Exercise Price : RM0.50 per warrant

Exercise Rights : Each warrant entitles the registered holder to subscribe for One (1) ordinary share of RM0.50 each in the Company

Voting Rights : The holder of warrants is not entitled to any voting rights.

DISTRIBUTION OF WARRANT

Size of WarrantsNo. of

Warrant Holders %No. of

Warrant held% of

warrant held

Less than 100 103 10.47 5,762 0.01

100 to 1,000 134 13.62 91,737 0.13

1,001 to 10,000 445 45.22 1,913,890 2.79

10,001 to 100,000 262 26.63 8,200,290 11.95

100,001 to 3,429,999 shares* 35 3.56 13,443,821 19.60

3,430,000 shares and above** 5 0.51 44,944,500 65.52

984 100 68,600,000 100.00

Notes:* Less than 5% of issued warrants** 5% and above of issued warrants

DIRECTORS’ WARRANTS HOLDINGS(based on the Register of Directors’ Shareholdings as at 15 August 2014)

Directors Direct Interest % Indirect Interest %

Dato’ Abu Sujak bin Mahmud 2,284,800 3.33 - -

Dato’ Dr. Teh Kim Poo, DSSA, PJK, JP 28,203,000 41.11 6,976,201 10.17

Datin Gan Jew, PJK 4,823,700 7.03 30,355,501* 44.25

Teh Leng Kang, PJK 2,100,001 3.06 - -

Khairul Anuar bin Shaharudin - - - -

Wei Hwei Hong - - 2,100,001* 3.06

Kok Wee Wah - - - -


ANAlysis of WARRANt holdiNgs stRuctuReAs At 15 August 2014


THIRTY (30) LARGEST SECURITIES ACCOUNT HOLDERS FOR WARRRANTS(without aggregating securities from different securities accounts belonging to the same person)

No. Name No. of Shares Held %

1 Dato’ Teh Kim Poo, DSSA, PJK, JP 17,991,395 26.23

2 EB Nominees (Tempatan) Sendirian Berhad[Qualifier: Pledged Securities Account for Dato’ Dr. Teh Kim Poo, DSSA, PJK, JP]

10,211,605 14.89

3 Tema Evolusi Sdn. Bhd. 8,079,400 11.78

4 Datin Gan Jew, PJK 4,823,700 7.03

5 Techvilla Engineering Sdn. Bhd. 3,838,400 5.60

6 Dato’ Abu Sujak Bin Mahmud 2,284,800 3.33

7 Teh Leng Kang 2,100,001 3.06

8 Chee Kwai Heong 1,607,000 2.34

9 HLIB Nominees (Tempatan) Sdn. Bhd.[Qualifier: Pledged Securities Account for Yap Swee Hang]

626,000 0.91

10 HLIB Nominees (Tempatan) Sdn. Bhd.[Qualifier: Pledged Securities Account for Lee Eng Min]

600,700 0.88

11 Sia Kek King 500,000 0.73

12 Tan Kok Keng 480,000 0.70

13 Lim Boon Siong 421,750 0.61

14 Lim Geyok Chu 382,500 0.56

15 Lim Siew Hwa 287,000 0.42

16 Maybank Securities Nominees (Tempatan) Sdn. Bhd. [Qualifier: Pledged Securities Account for Pek Kiam Kek (Margin)]

270,000 0.39

17 Lim Keng Tiong 240,000 0.35

18 Teo Chow Seng 235,900 0.34

19 Ng Teh Ate 217,000 0.32

20 How Thong Guan 210,000 0.31

21 Yap Teo Kwee 210,000 0.31

22 Baharin Bin Mohamad 206,000 0.30

23 Mohamad Nizam Bin Yaacob 205,380 0.30

24 Ong Seng Swee @ Ong Ah Bah 200,000 0.29

25 Maybank Nominees (Tempatan) Sdn. Bhd.[Qualifier: Pledged Securities Account for Beh Hang Kong)]

194,600 0.28

26 Maybank Nominees (Tempatan) Sdn. Bhd. [Qualifier: Ding Ying Hieng]

157,350 0.23

27 Public Nominees (Tempatan) Sdn. Bhd.[Qualifier: Pledged Securities Account for Ow Yong Teck Fook]

154,750 0.23

28 Cimsec Nominees (Tempatan) Sdn. Bhd.[Qualifier: Pledged Securities Account for Teh Yoke Wan @ Tee Yoke Wan]

154,000 0.22

29 Tan Hai Kiang 150,500 0.22

30 HLIB Nominees (Tempatan) Sdn. Bhd.[Qualifier: Pledged Securities Account for Mohd Nizamri Bin Jaapar]

142,900 0.21

ANAlysis of WARRANt holdiNgs stRuctuReAs At 15 August 2014 (coNt’d)

*I/We NRIC No. /Passport No. /Company No.

of

being a member/members of RESINTECH BERHAD (341662-X), hereby appoint ,

NRIC No. /Passport No.

of

or failing *him/her, ,

NRIC No. /Passport No. of

or failing *him/her, *the Chairman of the Meeting as *my/our proxy to attend and vote on *my/our behalf at the Nineteenth Annual General Meeting of the Company to be held at Concorde Hotel Shah Alam, Gallery 1, Level 3, No. 3 Jalan Tengku Ampuan Zabedah, 40100 Shah Alam, Selangor Darul Ehsan on Monday, 29 September 2014 at 9.00 a.m. and at any adjournment thereof and to vote as indicated below:

Resolutions For Against

1.Ordinary BusinessTo re-elect Teh Leng Kang, PJK (Ordinary Resolution 1)

2. To re-elect Khairul Anuar Bin Shaharudin (Ordinary Resolution 2)

3. To approve the payment of Directors’ Fees (Ordinary Resolution 3)

4. To re-appoint Messrs Crowe Horwath as Auditors of the Company (Ordinary Resolution 4)

5.Special BusinessAuthority to Issue Shares (Ordinary Resolution 5)

6.To re-appoint Dato’ Abu Sujak bin Mahmud pursuant to Section 129 (6) of the Companies Act, 1965. (Ordinary Resolution 6)

(Please indicate with an “X” in the appropriate boxes on how you wish your vote to be cast. Unless voting instructions are indicated in the space above, the proxy will vote as he/she thinks fit.)

* Delete where applicable

Signed this day of 2014

For appointment of two proxies by exempt authorised nominee, percentage if shareholdings to be represented by the proxies:

No. of shares Percentage

Proxy 1

Proxy 2

Signature/Common Seal of Member Total 100%

CDS Account No.

No. of Shares held

ForM oF proXY

Notes:1. Member entitled to attend and vote at the meeting may appoint

another person as his proxy to attend and vote in his stead. A proxy may but need not be a member of the Company. If the proxy is not a member, the proxy need not be an advocate, an approved company auditor or a person approved by the Registrar of Companies.

2. A Member may appoint only one (1) proxy or attorney or authorised representative. Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint only (1) proxy in respect of each securities account it holds with ordinary shares of the company standing to the credit of the said securities account.

3. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.

4. The instrument appointing a proxy shall be in writing (in the common or usual form) under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

5. The instrument appointing a proxy and the power of attorney or other attorney, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at Symphony Share Registrars Sdn Bhd, Level 6, Symphony House, Block D13, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan not less than forty-eight (48) hours before the time for holding of the meeting or adjourned meeting.

6. The Date of Record of Depositors for the purpose of determining members’ entitlement to attend, vote and speak at the meeting is 22 September 2014.

THE SHARE REGISTRAR

Symphony Share Registrars Sdn BhdLevel 6, Symphony HouseBlock D13, Pusat Dagangan Dana 1Jalan PJU 1A/4647301 Petaling JayaSelangor Darul Ehsan

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Stamp

Resintech BeRhad (341662-X)

Lot 3 & 5, Jalan Waja 14, Kawasan Perindustrian Telok Panglima Garang, 42500 Telok Panglima Garang,Selangor Darul Ehsan, Malaysia.Tel : 603-3122 2422 Fax : 603-3122 2411Email : [email protected]

www.resintechmalaysia.my

sustainable growth - malaysiastock.biz...2014/09/05 · he also possesses a diploma in accounting...

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