table of contents 11/11/2014 · annual report 2014 yfg berhad (499758-w) no. 6, jalan tiang u8/92,...

annual report 2014

YFG BERHAD (499758-W)

No. 6, Jalan Tiang U8/92,Perindustrian Bukit Jelutong,Seksyen U8,40150 Shah Alam, Selangor Darul Ehsan, Malaysia.

Tel : 603-7844 8888 Fax : 603-7844 8995

www.yfg.my

YFG BERH

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Annual Report 2014

The Engineering Specialist That Builds For Life


Our Vision

Our Mission

Our Values

To be a highly reliable provider of electrical and mechanical services; renewable energy, power and water engineering services in Malaysia.

We strive for excellence in customer satisfaction and service via inculcating a culture of working excellence and developing human capital assets with the highest standards of integrity to achieve our vision.

To deliver what we continuosly promise that define our deeds, words and intentions.

1. COMMITMENT through accountability, transparency and trustworthiness.

2. POSITIVITY through dedication, fairness and loyalty.

3. DYNAMISM through courage, innovation and proactiveness.

TABLE OF CONTENTS

CORPORATE

Corporate Information and Board Committees 02

Corporate Structure 03

Group Financial Highlights 04

Chairman’s Statement 05

Profile of Directors 08

Profile of Senior Management 12

Corporate Governance Statement 14

Audit Committee Report 26

Statement on Risk Management and Internal Control 30

Additional Compliance Information 32

FINANCIAL

Amended Financial Statements 34

List of Properties 109

Analysis of Shareholdings 110

Analysis of Warrantholdings 114

Notice of Annual General Meeting 117

Enclosed Form of Proxy

2 YFG BERHAD (499758-W)

CORPORATE INFORMATION

BOARD COMMITTEES

BOARD OF DIRECTORS

Dato’ Ir Abdul Rashid Bin AhmadIndependent Non-Executive Chairman

Mr Lim Chong LingManaging Director

Mr Geh Yean ChangExecutive Director

Encik Rezal Zain Bin Abdul RashidIndependent Non-Executive Director

Mr Thye Fook KeongIndependent Non-Executive Director

Mr Lim Choong YikIndependent Non-Executive Director

Dr Loh Leong HuaIndependent Non-Executive Director

Mr Jeremie Ting Keng FuiIndependent Non-Executive Director

COMPANY SECRETARY

Mr Ang Leong Hoe (CA 32858)

AUDITORS

KPMG (AF 0758)Chartered AccountantsLevel 18, Hunza Tower163E Jalan Kelawi 10250 Penang Tel : 604-238 2288 Fax : 604-238 2222

AUDIT COMMITTEE

Chairmanl Encik Rezal Zain Bin Abdul Rashid

Membersl Mr Thye Fook Keongl Dr Loh Leong Hual Mr Jeremie Ting Keng Fui

NOMINATION & REMUNERATION COMMITTEE

Chairmanl Dato’ Ir Abdul Rashid Bin Ahmad

Membersl Mr Lim Choong Yikl Mr Thye Fook Keong

SHARE REGISTRARS

Symphony Share Registrars Sdn BhdLevel 6, Symphony HouseBlock D13, Pusat Dagangan Dana 1Jalan PJU 1A/46, 47301 Petaling JayaSelangor Darul EhsanTel : 603-7841 8000Fax : 603-7841 8008

STOCK EXCHANGE LISTING

Main MarketBursa Malaysia Securities BerhadStock Code : 7122

REGISTERED OFFICE

No 6 Jalan Tiang U8/92Perindustrian Bukit JelutongSeksyen U840150 Shah AlamSelangor Darul EhsanTel : 603-7844 8888Fax : 603-7844 8995

HEAD OFFICE

No 6 Jalan Tiang U8/92Perindustrian Bukit JelutongSeksyen U840150 Shah AlamSelangor Darul EhsanTel : 603-7844 8888Fax : 603-7844 8995Website : www.yfg.my

3ANNUAL REPORT 2014

CORPORATE STRUCTURE


YFG Trolka Sdn Bhd

100%YFG Engineering Sdn Bhd

YFG FacilitiesSdn Bhd

100%9%

100%

P.J Indah Engineering (S)Pte Ltd

100%

Janaden Sdn Bhd

60%

Mutiara IndahPower EnergySdn Bhd

100%

Techwina sdn Bhd

51%

YFG Properties Sdn Bhd

100%

YFG Land Sdn Bhd

100%

YFG Engineering (Sabah) Sdn Bhd

100%

YFG Investment Ltd (Incorporated in the British Virgin Islands)

100%

DKLS -- PJI Venture Capital Sdn Bhd

30%Zhangpu Baohu Running Water Co. Ltd (Incorporated in the People’s Republic of China)

100%


GROUP FINANCIAL HIGHLIGHTS

FINANCIAL YEAR ENDED 30 JUNE FYE2014 FYE2013 FYE2012 FYE2011 FYE2010

RM’000 RM’000 RM’000 RM’000 RM’000

Revenue 151,197 135,781 82,698 83,929 99,076

(Loss)/profit before taxation (10,730) 1,991 1,110 (11,974) (4,533)

(Loss)/profit after taxation (11,049) 4,702 1,048 (12,274) (4,622)

(Loss)/profit attributable toowners of the Company (11,043) 4,602 1,251 (12,274) (4,622)

Issued share capital 54,473 54,473 54,473 54,473 81,209

Shareholders’ funds 28,276 38,462 33,860 32,609 22,826

Total assets 136,030 118,831 91,143 77,516 115,992

(Loss)/earnings per share sen (1.81) 0.76 0.21 (2.68) (1.14)

Net assets per share RM 0.05 0.06 0.06 0.07 0.06

Return on total assets -8.12% 3.87% 1.37% -15.83% -3.98%

Return on equity -39.05% 11.97% 3.69% -37.64% -20.25%

Gearing (Borrowings/equity) 108.03% 38.23% 37.36% 24.69% 120.35%

5ANNUAL REPORT 2014

CHAIRMAN’S STATEMENT

“ On behalf of the Board of Directors, I am pleased to present to you the Annual Report and Financial Statements of YFG Berhad and its subsidiary companies (“the Group”) for the financial year ended 30 June 2014 (“FY2014”).

Dear Shareholders,

”ECONOMIC OVERVIEw

The global economy is expected to continue on a moderate growth path. The overall balance of risks for the global economy remains biased towards the downside due to uncertainty over policy adjustments in the key economies as well as geopolitical developments. Persistent geopolitical tensions in Eastern Europe and the Middle East could heighten financial market volatility and weigh down on the ongoing global economic recovery.

For the Malaysian economy, it grew at a slower pace in 2013, with gross domestic product (“GDP”) grew moderately at 4.7% compared to the 5.6% growth recorded in 2012, largely driven by growth in domestic demand. Domestic demand remained resilient throughout the year, led by robust private sector activity on the back of public sector spending on large infrastructure projects.

However, growth was tempered by a series of measures implemented by the Malaysian government to ease concern on the national budget deficit which include subsidy cuts to petrol and fuel, resulting in rising of the inflation rate.

These translated into a decline in the number of projects secured by the Group for the financial year under review.


CHAIRMAN’S STATEMENT Cont’d

FINANCIAL PERFORMANCE

For the financial year under review, the Group achieved a higher revenue of RM151.20 million, representing a 11.4% increase from RM135.78 million of the previous financial year. However, the gross profit dropped to RM3.21 million from RM11.00 million of the preceding year mainly due to lower margin recognised on completed projects.

The Group registered a loss before tax of RM10.73 million mainly attributed to the temporary suspension by the project owner of the 13MW renewable biomass power plant at Bera, Pahang due to the part withdrawal of the financing package by one of the financial institutions. However, we are optimistic in the revival of the project and appropriate adjustments will be made accordingly then. The loss is also attributed to impairment loss of some projects.

Overall, the Group continues to perform satisfactorily. We are cautiously optimistic in achieving a better performance in next financial year.

GROUP OPERATION REVIEw

During the financial year under review, the Group remained focused on its core business of providing electrical and mechanical (“E & M”) services to the construction, infrastructural and energy sectors.

The Group, in addition to the current Fire Detection and Protection System for elevated package V1 to V2 of Mass Rapid Transit Lembah Kelang Jajaran Sungai Buloh-Kajang Package FD1 and Electrical services for the Puteri Harbour Project in Johor Bahru, has secured a few projects in FY2014. These projects include: (i) construction and completion of the Proposed Mixed Commercial Development cum Bus Terminal at Jalan Wawasan, Kota Kinabalu, Sabah, at a contract value of RM42 million; (ii) Electrical Installation Contract at Symphony Hills, Persiaran Bestari, Cyber 9, Cyberjaya, Selangor Darul Ehsan, at the contract value of RM17 million; and (iii) Mechanical and Electrical Works for Package 3 (Stadium Merdeka Station) for Projek Mass Rapid Transit Lembah Kelang : Jajaran Sungai Buloh-Kajang Underground Work Package, at the contract value of RM36.7 million.

CORPORATE GOVERNANCE

The Board is committed to the principles of good corporate governance, to sustainably enhance stakeholder value.

Measures taken and implemented have been outlined in this Annual Report under the Corporate Governance Statement, the Statement on Risk Management and Internal Control and the Audit Committee Report.

CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

The Group takes cognizance of its social, environmental and ethical conduct in business that impact society. The Group places considerable emphasis in ensuring the highest standards of governance and its corporate social responsibility.

A variety of activities, such as monthly staff birthday celebrations, festive celebration, sport activities were organised to promote the wellbeing of our employees.

Our CSR programmes have also been extended to promoting energy conservation and environmental green causes.

7ANNUAL REPORT 2014

CHAIRMAN’S STATEMENT Cont’d

INDUSTRY OUTLOOK AND PROSPECTS

Going forward, the Group will continue to stay focus on its core expertise business in E & M services to actively seek opportunities to grow its order book.

The Group will continue to pursue a diversified and balance portfolio of E & M and C & S jobs, at the same time to move up into selective recurring income business for long term sustainability.

Barring any unforeseen events, the Board is optimistic of the Group’s future prospect and confident in growing its order book, given that the local construction sector is expected to record double-digit growth next year and the Group’s strong expertise, past experience and good track records.

DIVIDEND

The Board of Directors does not recommend any payment of dividend for the financial year ended 30 June 2014.

APPRECIATION

Early part of the year, the Company moved to its very own premises at No. 6, Jalan Tiang U8/92, Perindustrian Bukit Jelutong, Bukit Jelutong in Shah Alam, Selangor Darul Ehsan. I must congratulate the management and staff for the successful move and transition.

On behalf of the Board of Directors, I wish to convey my heartfelt appreciation to our shareholders, clients, suppliers, bankers, business associates for their continuous support, confidence and trust that they have in us.

Finally, I like to thank my fellow Board members, the management and staff throughout the Group for their unwavering commitment and support during this challenging period.

DATO’ IR. ABDUL RASHID BIN AHMADChairman

5 November 2014


PROFILE OF DIRECTORS

DATO’ Ir ABDUL RASHID BIN AHMAD Independent Non-Executive Chairman Malaysian, Aged 74

DSNS, SMJ, PIS, PPT Dip. (Prof) BCT (UK), MBA (USA), Hon. FIEM, P.Eng, FIEE, C.Eng., MMIM

Dato’ Ir Abdul Rashid Bin Ahmad was appointed as Independent Non-Executive Chairman of YFG Berhad (“YFG”) on 9 January 2008. He joined YFG as Executive Chairman on 29 August 2001 and was re-designated as Non-Independent Non-Executive Chairman on 30 August 2005. He was appointed as Chairman of the Nomination & Remuneration Committee on 21 July 2010.

Dato’ Ir Abdul Rashid Bin Ahmad graduated with a Diploma in Electrical Engineering from the Brighton College of Technology, United Kingdom, in 1963, and obtained his Master’s degree in Business Administration from the Ohio University, USA, in 1981.

He is a Professional Engineer registered with the Board of Engineers, Malaysia and a Chartered Engineer registered with the Engineering Council, UK. He is an Honorary Fellow of the Institution of Engineers, Malaysia and of the Asean Federation of Engineering Organization. He is also a Fellow Member of the Institution of Electrical Engineers, London, United Kingdom and a member of the Malaysian Institute of Management.

Dato’ Ir Abdul Rashid had held various key positions in the National Electricity Board of Malaysia and its privatised successor company, Tenaga Nasional Berhad (TNB). He was previously the Chief Operating Officer & Executive Director of TNB, until his retirement in November 1995. He had served as the President of the Institution of Engineers, Malaysia, the Chairman of the Institution of Electrical Engineer, London (Malaysia Centre) and a member on the Board of Engineers, Malaysia. He is presently serving as a member of a few special committees of the Board of Engineers, Malaysia.

Dato’ Ir Abdul Rashid is the father of Encik Rezal Zain Bin Abdul Rashid, who is also an Independent Non-Executive Director of YFG.

Dato’ Ir Abdul Rashid does not have any conflict of interest with the Company and has no conviction of any offence within the past ten years, other than traffic offences (if any).

LIM CHONG LING Managing Director Malaysian, Aged 53

Dip. In Mech. Eng., B. Business in Business Administration

Mr Lim Chong Ling was appointed as Managing Director of YFG on 22 March 2011. He joined YFG as the Executive Director on 29 August 2001 before being re-designated as Group Executive Director on 2 September 2008. He was appointed as Deputy Chief Executive Officer on 1 November 2008 and was re-designated as Acting Managing Director on 21 July 2010.

As Managing Director, he oversees the entire operations and is responsible for the overall direction and business strategies of the Group.

He obtained his Diploma in Mechanical Engineering from Federal Institute of Technology in 1982 and Degree in Bachelor of Business Administration from the Royal Melbourne Institute of Technology, Australia in 2001.

He started his career in the Fire Protection Industry and was involved in many large installations of Fire Protection services in government buildings and commercial developments. He joined YFG Troika Sdn Bhd in 1989 and steered the company to be one of the reputable Fire Protection Companies in the Klang Valley.

During his tenure as Deputy Chief Executive Officer, he successfully led the Group in completing numerous mechanical & engineering projects and housing development projects. He played a pivotal role in the restructuring of the company debts with financial institutions.

Mr Lim has served as the Committee Member of the Malaysian Fire Protection Association and is actively involved in other trade associations.

Mr Lim does not have family relationship with any director and/or substantial shareholder of YFG.

Mr Lim does not have any conflict of interest with the Company and has no conviction of any offence within the past ten years, other than traffic offences (if any).

9ANNUAL REPORT 2014

PROFILE OF DIRECTORS Cont’d

GEH YEAN CHANG Executive Director Malaysian, Aged 56

Mr Geh Yean Chang was appointed as Executive Director of YFG on 29 August 2001.

Mr Geh is a Certified Competent ‘Wireman Nil’ with valuable hands-on experience and knowledge of the industry for more than 29 years. He has wide experience in high rise buildings, factories, hospitals, airports and tunnel projects involving high tension and low voltage electrical distribution system.

Mr Geh is also sits on the Board of several private companies.

Mr Geh does not have family relationship with any director and/ or substantial shareholder of YFG.

Mr Geh does not have any conflict of interest with the Company and has no conviction of any offence within the past ten years, other than traffic offences (if any).

REZAL ZAIN BIN ABDUL RASHID Independent Non-Executive Director Malaysian, Aged 47

B.A. in Accountancy, MIA, CPA

Encik Rezal Zain Bin Abdul Rashid was appointed as an Independent Non-Executive Director of YFG on 26 October 2006, and was appointed as Chairman of the Audit Committee on 7 April 2010.

Graduated with a Bachelor of Arts in Accountancy from the University of Canberra, Australia in 1989, Encik Rezal Zain is a Professional Accountant registered with the Australian Society of Certified Public Accountants (CPAs) and Malaysian Institute of Accountants (MIA).

Encik Rezal Zain has over 6 years of experience as an auditor and consultant with KPMG Peat Marwick. He has served in the Corporate Finance Department of Arab-Malaysian Merchant Bank Berhad, where he was involved in numerous corporate exercises undertaken by listed companies. He has also served as Chief Operating Officer of a public listed company listed on the Main Market of Bursa Malaysia Securities Berhad.

He is a Senior Independent Director and Chairman of the Audit Committee of Fima Corporation Berhad. He is also a Director, Audit Committee Chairman and a member of the Nomination and Remuneration Committees of Matrix Concept Holdings Berhad. He also sits on the Board of TD Technologies Sdn Bhd.

Encik Rezal Zain is the son of Dato’ Ir Abdul Rashid Bin Ahmad, who is the Independent Non-Executive Chairman of YFG.

Encik Rezal Zain does not have any conflict of interest with the Company and has no conviction of any offence within the past ten years, other than traffic offences (if any).



THYE FOOK KEONGIndependent Non-Executive Director Malaysian, Aged 60

B.Sc (Hons) Civil Engineering, MBA

Mr Thye Fook Keong was appointed as an Independent Non-Executive Director of YFG on 9 July 2010. He was appointed as a member of the Audit Committee on 21 July 2010 and the Nomination & Remuneration Committee on 19 October 2012.

Mr Thye started his career as a Site Engineer with Mears Construction Ltd. in Portsmouth, England from 1976 to 1977. He was a Planning Engineer with Jabatan Parit dan Taliair (1979-1981); an Engineer with Jurutama Sdn Bhd (1981-1984); the Project Manager for Universiti Utara Malaysia Project in Jitra Kedah (1984-1986); the Project Coordinator for IJM Corporation Berhad (1986-1991), and has served as Director of IGB Construction Sdn Bhd and IJM Plantation Sdn Bhd prior to joining Sri Binaraya Sdn Bhd, a construction company, in 1991, which has since successfully completed several major projects for both public and private sectors.

He is currently a Director of Sri Binaraya Sdn Bhd and also sits on the Board of several private companies.

Mr Thye does not have family relationship with any director and/or substantial shareholder of YFG.

Mr Thye does not have any conflict of interest with the Company and has no conviction of any offence within the past ten years, other than traffic offences (if any).

LIM CHOONG YIK Independent Non-Executive Director Malaysian, Aged 59

Mr Lim Choong Yik was appointed as an Independent Non-Executive Director of YFG on 9 July 2010 and was re -designated as Non-Independent Non-Executive Director on 29 October 2013. He was appointed as a member of the Nomination & Remuneration Committee on 21 July 2010.

Mr Lim started his career with Sinarlim Sdn Bhd in 1974 and appointed as Director in 1976. With more than 39 years of working experience, he has gained a wide spectrum of invaluable experience in the construction industry. Mr Lim has also been actively involved in the organization and management of the Drainage & Irrigation Department (DID) contract works, irrigation system, earthwork, sub-structure and foundation works.

Mr Lim was also the award winner of Golden Bull Award in the 7th position out of 100 Outstanding SMEs in the year 2009. Mr Lim also sits on the Board of several private companies.

Mr Lim does not have family relationship with any director of YFG. He is related to a substantial shareholder of YFG, namely General Technology Sdn Bhd.

Mr Lim does not have any conflict of interest with the Company and has no conviction of any offence within the past ten years, other than traffic offences (if any).

11ANNUAL REPORT 2014


DR LOH LEONG HUAIndependent Non-Executive Director Malaysian, Aged 57

PhD (UKM), AMP (wharton, USA)

Dr Loh Leong Hua was appointed as an Independent Non-Executive Director of YFG on 1 November 2012, and was appointed as a member of the Audit Committee on 4 February 2013.

Dr Loh holds a PhD in Management Studies from Universiti Kebangsaan Malaysia (UKM) [National University of Malaysia], focusing on corporate board practices. Dr Loh is also an Advanced Management Program (AMP) graduate from The Wharton School of University of Pennsylvania, USA.

He has accumulated more than 30 years of experience in the financial services industry after having worked for several banking groups in various senior managerial capacities involving commercial, corporate, merchant and investment banking. Among others, he had served Eon Bank Berhad as Regional Head for Sarawak & Sabah and subsequently as Head of Commercial Banking, Affin Merchant Bank Berhad as Senior Vice President, and prior to leaving the banking sector in December 2011, he was a Senior Director of investment banking at Kenanga Investment Bank Berhad.

Dr Loh is currently a member of the Board Risk Committee of Sarawak Economic Development Corporation (SEDC). He is also a Board member of WTK Holdings Berhad and Transnational Insurance Brokers (M) Sdn Bhd, an insurance broking company licensed by Bank Negara Malaysia.

Dr Loh does not have family relationship with any director and/or substantial shareholder of YFG.

Dr Loh does not have any conflict of interest with the Company and has no conviction of any offence within the past ten years, other than traffic offences (if any).

JEREMIE TING KENG FUIIndependent Non-Executive Director Malaysian, Aged 57

FCIS, MBA

Mr Jeremie Ting Keng Fui was appointed as an Independent Non-Executive Director of YFG on 1 November 2012. He was appointed as Chairman of the Employee Share Option Committee on 1 August 2013, and a member of the Audit Committee on 4 February 2013.

Mr Jeremie Ting is presently the Deputy Chairman of the Audit Committee and a member of the Appeals Tribunal of the Malaysian Institute of Chartered Secretaries & Administrators (MAICSA). He was appointed MAICSA President in 2004, and was adjudged winner of the ROC-MAICSA Company Secretary Award 2000, under the Listed Company Category. He retired from IJM Corporation Berhad in September 2012 after 31 years of service, and has served as Head of Corporate Services, Human Resource & Administration, and Information Systems Departments, besides being the Company Secretary of lJM Corporation Berhad, IJM Plantations Berhad, and IJM Land Berhad.

He has served in the Committee of Adjudicators of the Malaysian Corporate Governance (MCG] Index 2011 and 2010 of the Minority Shareholder Watchdog Group (MSWG], and has participated in the Focus Group for the Malaysian Code on Corporate Governance 2012 and the Working Group for the Corporate Governance Blueprint 2011 of the Securities Commission.

He completed the examinations of The Institute of Chartered Secretaries and Administrators (ICSA] in 1981, after obtaining a Diploma in Foundations of Administration from Chelmer Institute of Higher Education, Chelmsford, Essex, England in 1979. During his service with IJM, he obtained a Master’s degree in Business Administration from Golden Gate University, San Francisco, USA in 1986.

Mr Jeremie Ting does not have family relationship with any director and/or substantial shareholder of YFG.

Mr Jeremie Ting does not have any conflict of interest with the Company and has no conviction of any offence within the past ten years, other than traffic offences (if any).


PROFILE OF SENIOR MANAGEMENT

MS TAN AI LENG Financial Controller Malaysian, Aged 54

Ms Tan Ai Leng joined YFG Group on 29 November 2010 as the Head of Finance and Accounts and was subsequently designated as Financial Controller for the Group in June 2011. She is responsible for overseeing the Group’s finance and accounting functions as well as formulating its financial strategies.

She is appointed as Deputy Chairman of the Risk Management Committee and is also a member of the Management Committee, assisting the Managing Director in the planning of the Group’s business direction, strategies and formulation of Group Policies.

Ms Tan holds a professional degree from The Association of International Accountants, United Kingdom.

She has accumulated over 30 years experience in the areas of accounting, auditing, treasury and human resource management with public, private and multinational corporations. Prior to joining YFG Group, she was the Head of Finance and Administration with Berger International Sdn Bhd, a wholly owned subsidiary of Berger International Ltd., Singapore under the Asian Paints Group.

MR ANG LEONG HOEDeputy Head of Finance and Accounts & Company SecretaryMalaysian, Aged 39

Mr Ang Leong Hoe joined YFG Group on 16 July 2014 as the Deputy Head of Finance and Accounts. He is responsible for overseeing the Group’s finance and accounting functions as well as formulating its financial strategies, besides being the Company Secretary of YFG Group.

Mr Ang holds a professional degree from The Association of Chartered Certified Accountants and a member of Malaysia Institute of Accountants (MIA). He has 16 years of working experience in various industries with involvement in business development function

Prior to joining YFG Group, he was with NV Propartners Sdn Bhd and Poney Resources Sdn Bhd as senior manager.

MR CHOY PING KEONG Head of Strategic Business Unit for Electrical and Mechanical Malaysian, Aged 50

Mr Choy Ping Keong is a Director of YFG Engineering Sdn Bhd. He is also the Head of Strategic Business Unit for Electrical and Mechanical department of YFG Group. He joined YFG Group in Year 1994 and has more than 30 years experience in electrical and mechanical industry. He was the Head of Tender & Costing department prior to his promotion to Head of Business Unit in Year 2013.

He is also a member of the Management Committee, assisting the Managing Director in the planning of the Group’s business direction, strategies and formulation of Group Policies.

Mr Choy holds a Diploma in Electrical Engineering and Architecture & Building. His experience encompasses turnkey tenders, project implementation in a vast variety of specialized and conventional electrical systems, such as Airport Aeronautical Ground Lighting (AGL) Systems and explosion-proof installations.

During his years of service, he has successfully undertaken specialized projects like Electrical System of up to 11KV(MV) and Aeronautical Ground Lighting (AGL) for both Ipoh and Kuantan Airport, explosion-proof electrical works for Jetty for Malaysian Liquefied Natural Gas (MLNG) Phase 2, and Technology Park Malaysia-Incubator Centre, Resources Centre and Recreation Centre.


MS HO wING NA Head of Operations Malaysian, Aged 46

Ms Ho Wing Na joined YFG Group in Year 1996 as the Personal Assistant to the Group Managing Director/Chief Executive Officer. She was instrumental in setting up the Procurement Department for the Group. She has been designated to head various key functions within the Group over the last 19 years. Through these strategic rotations of responsibilities and the various levels of management training, she has accumulated in-depth knowledge and invaluable experience in the Group overall operations.

She is currently re-designated as Head of Operations of the Group overseeing Corporate Services, HR, Procurement, ICT and Administration functions. She is a member of the Group Business Development team and oversees the Group Strategic Ventures such as Renewable Energy and Property Development.

She is also a member of the Management Committee, assisting the Managing Director in the planning of the Group’s business direction, strategies and formulation of Group Policies.

MR TAN ENG LENGDeputy Head of Strategic Business Unit for ConstructionMalaysian, Aged 43

Mr. Tan Eng Leng joined YFG Group in Year 2010 as the Head of Construction and Engineering Department. He is now designated as the Deputy Head of Strategic Business Unit for Construction after a re-organisation of the Corporate Structure of the Group. Currently, he is responsible for the implementation and execution of the Group’s construction business.

He has more than 20 years of experience in the Construction industry, managing various projects in Cyberjaya, Klang Valley and Johor in Electrical & Mechanical Engineering and Building Construction in his capacity as a Resident Engineer.

Mr. Tan obtained his Diploma in Engineering in Year 1993 and Higher National Diploma in Mechanical and Manufacturing in Year 2000.

MS LIM POOI PEISenior Manager, Legal & CorporateMalaysian, Age 42

Ms Lim Pooi Pei rejoined YFG Group in Year 2012 as Senior Manager of Legal & Corporate department and has been re-designated as Senior Legal & Contract Manager in Year 2013. She is currently re-designated as Senior Manager to oversee the legal and corporate matters for the Group.

Ms Lim started her career as Corporate Executive with YFG Enigneering Sdn Bhd in May 2000 and assumed the position of Assistant Legal and Corporate Manager in Year 2004. In Year 2005, she joined Hexagon Holdings Berhad as Legal & Corporate Affairs Manager and as Group Legal Manager in ENV Engineering Sdn Bhd in Year 2008 prior to joining YFG Group. She has extensive experience in legal and corporate work.

Ms Lim obtained her Bachelor Degree in Law from University of London in 1997 and Certificate in Legal Practice (CLP) in Year 2001 and was called to Bar in Year 2003. She is a certified Adjudicator empanelment with the Kuala Lumpur Regional Centre for Arbitration (KLRCA) Panel of Adjudicators.

PROFILE OF SENIOR MANAGEMENT Cont’d


CORPORATE GOVERNANCE STATEMENT

The Board of Directors (“Board”) is committed to ensure that the principles and recommendations set out in the Malaysian Code on Corporate Governance 2012 (“the Code”) are practiced throughout the Group with the ultimate objective of ensuring the highest standard of corporate governance is maintained throughout the Group. The Board is pleased to report on the application of the principles and the recommendations of the Code and the extent of compliance as required under the Main Market Listing Requirements of the Bursa Malaysia Securities Berhad (“Bursa Securities”).

A. BOARD OF DIRECTORS

The Board leads and controls the Group. The Board reserved to itself for decision, which matters includes the overall Group’s strategy and direction, acquisition and divestment policy, approval for major capital expenditure projects, consideration of significant financial matters and review of the financial and operating performance of the Group which will ensures that the governance of the Group is in its hands.

A.l Composition and Balance

The Board currently has eight (8) members; comprising one (1) Independent Non-Executive Chairman, one (1) Managing Director, one (1) Executive Director and five (5) Independent Non-Executive Directors. The composition is in compliance with the Bursa Securities Main Market Listing Requirements (“Listing Requirements”) which requires at least 2 Directors or 1/3 of the Board, whichever is the higher, to be Independent Directors. The Board is made up of members with wide range of business, technical, financial and public service backgrounds. The profile of each Director is presented on pages 8 to 11 of the Annual Report.

All of the Board members serve as directors in no more than five (5) boards of listed companies to ensure they devote sufficient time to carry out their responsibilities.

There is a clear division of responsibilities to ensure there is a balance of power in decision making. The Board is led by Dato’ Ir Abdul Rashid Bin Ahmad, the Independent Non-Executive Chairman and the Executive Management is led by the Managing Director, Mr Lim Chong Ling.

The Chairman’s principal responsibility is the effective running of the Board. He ensures that the Board receives sufficient and relevant information on financial and non-financial matters to enable them to participate actively in meetings. The Managing Director, is responsible for implementing the policies and decisions of the Board, overseeing the operations as well as coordinating the development and implementation of business and corporate strategies.

The Independent Non-Executive Directors help to align objectives and provide independent judgment in the decision-making of the Board, as well as provide a capable check and balance for the Managing Director. The Non-Executive Director contributes significantly in areas such as policy and strategy, performance monitoring, as well as improvement of governance and controls. Together with the Managing Director who has an intimate knowledge of operations, the Board is committed to uphold business integrity and professionalism in all its activities.

A.2 Duties and Responsibilities

The Board recognizes its key role in charting the strategic direction, development and control of the Group and has adopted the specific responsibilities that are listed in the Code, which facilitates the discharge of the Board’s stewardship responsibilities. In order to deliver both fiduciary and leadership functions, the Board, amongst others, assumes the following key responsibilities as recommended by the Code:-

l Set the objectives, goals and strategic plan for the Company with a view to maximize shareholder value and promoting sustainability;

l Adopt and monitor progress of the Company’s strategy, budgets, plans and policies;

l Ensure and evaluate that the Company’s business is properly managed;

l Consider and approve reserved matters covering corporate policies, material investment, and acquisition & disposal of assets;


CORPORATE GOVERNANCE STATEMENT Cont’d

A. BOARD OF DIRECTORS Cont’d

A.2 Duties and Responsibilities Cont’d

l Evaluate principal risks and ensure implementation of appropriate systems to manage these risks;

l Develop succession plan, including the appointing, training, fixing the compensation of, and where appropriate, replacing senior management;

l Ensures implementation of an effective investor relation and shareholder communication policy; and

l Review the adequacy and integrity of the internal control systems and management information systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines.

The Board has, along with the good governance practices and to enhance transparency, accountability and timely disclosure of material information, put in place the following policies and procedures which are made available at the Company’s website at http://www.yfg.my:-

l Board Charter; l Code of Ethics and Conduct; l Whistle Blowing Policy; and l Corporate Disclosure Policy

A.3 Supply of Information

The Chairman ensures that all Directors have full and timely access to information with Board papers distributed for meetings. Every Director has unrestricted assess to the advice and services of the Company Secretary to enable them to discharge their duty effectively. The Board is regularly updated and advised by the Company Secretary who is qualified and knowledgeable on statutory and regulatory requirements, and the implications to the Company and the Directors, in relation to their duties and responsibilities.

Besides having direct access to the Management, the Directors may also obtain independent professional advice, at the Company’s expense, in furtherance of their duties, if so required.

Prior to the meetings of the Board and Board Committees, Board papers which include the agenda and reports relevant to the issues of the meetings covering areas of strategic, financial, operational and regulatory compliance matters, are distributed to all Directors. The Board papers are distributed to enable the Directors to be properly prepared before meetings. The Directors meet, review and approve the announcement of the quarterly financial results, prior to releasing them to Bursa Malaysia.

A.4 Board Meetings

Board meetings are held at least four (4) times a year at quarterly intervals, with additional meetings and briefings convened when urgent and important decisions are needed to be made between the scheduled meetings.

During the financial year, the Board met on nine (9) occasions; during which a variety of matters, including the Group’s financial results, major investments, strategic decisions, major operational concerns and direction of the Group were discussed. Responsibility for implementing the Group’s strategy is delegated to the Managing Director, who in turn organizes Management Committee meetings on a monthly basis.

The Board receives board papers which are comprehensive and encompass both quantitative and qualitative matters. All proceedings from the Board meetings are minuted in a comprehensive manner and approved by the Board before being signed by the Chairman of the meeting.

The Board is satisfied that all its members are committed in fulfilling their respective roles and responsibilities.




A.4 Board Meetings Cont’d

The attendance record of each Director during the financial year is as follows:-

Name of DirectorsNo. of Meetings

Attended Percentage

YBhg Dato’ Ir Abdul Rashid Bin Ahmad Independent Non-Executive Chairman

9/9 100%

Mr Lim Chong Ling Managing Director

9/9 100%

Mr Geh Yean Chang Executive Director

9/9 100%

Encik Rezal Zain Bin Abdul Rashid Independent Non-Executive Director

9/9 100%

Mr Thye Fook Keong Independent Non-Executive Director

7/9 78%

Mr Lim Choong Yik Independent Non-Executive Director

8/9 89%

Dr Loh Leong Hua Independent Non-Executive Director

9/9 100%

Mr Jeremie Ting Keng Fui Independent Non-Executive Director

9/9 100%

A.5 Board Committees

In order for the Board to discharge its functions effectively, the Board has delegated certain functions to the Committees to assist in the execution of its duties and responsibilities. The Chairman of the respective Committees will report to the Board on the outcome of the Committee’s meetings.

Each Committee is governed by their respective terms of reference which have been approved by the Board.

l Audit Committee

The Terms of Reference and further information on the Audit Committee are outlined in pages 26 to 29 of this Annual Report.

l Nomination & Remuneration Committee

The Nomination Committee and the Remuneration Committee were established by the Board on 18 October 2011, and was merged into one Committee on 19 October 2012 and named as “Nomination & Remuneration Committee”. The Nomination & Remuneration Committee comprises wholly of Non-Executive Directors, all of whom are independent.




A.5 Board Committees Cont’d

The Nomination & Remuneration Committee has held two (2) meetings during the financial year.

The attendance record of each member of the Nomination & Remuneration Committee is as follows:-

No. of Meetings Attended Percentage

YBhg. Dato’ Ir Abdul Rashid Bin Ahmad Chairman, Independent Non-Executive Chairman

2/2 100%

Mr Lim Choong YikMember, Independent Non-Executive Director

2/2 100%

Mr Thye Fook KeongMember, Independent Non-Executive Director

2/2 100%

The Terms of Reference for the Nomination & Remuneration Committee are as follows:-

(a) Membership

The Committee shall be appointed by the Board from among the Directors of the Company and shall consist exclusively of non-executive directors, minimum three (3), a majority of whom are independent.

(b) Quorum

The quorum in respect of a meeting of the Committee shall be at least two (2) members present composed of wholly or a majority of whom must be independent directors.

(c) Chairman

The Board or the members of the Committee shall elect a Chairman from among their members who shall be an independent director. In the absence of the Chairman of the Committee, the remaining members present shall elect one of their members as Chairman of the meeting.

(d) Secretary

The Company Secretary shall be the Secretary of the Committee.

(e) Meetings and Minutes

(i) The Committee will meet at least once a year. Additional meetings may be called at any time, at the discretion of the Chairman of the Committee, or when necessary.

(ii) Minutes of each meeting of the Committee shall be distributed to all members of the Board.

(iii) Questions arising at the meeting shall be decided by a majority of votes. In the case of an equality of votes, the Chairman of the meeting shall have a second or casting vote, except where at the meeting only two (2) members (including the Chairman) form the quorum or where only two (2) members (including the Chairman) are competent to vote on the question at issue.

(iv) Where necessary and appropriate, any decision of the Committee can be taken up by way of a resolution in writing.

(f) Authority

(i) The Committee is to recommend new nominees for the Board and the Board Committees and to assess Directors on an on-going basis. The actual decision as to who shall be nominated should be the responsibility of the Board after considering recommendations of the Committee.



A.5 Board Committees Cont’d (f) Authority Cont’d

(ii) The Committee is authorized to draw outside advice as and when necessary in forming its recommendation to the Board on the remuneration of the executive directors in all its forms. Executive Directors should play no part in decisions on their own remuneration and should abstain from discussion of their own remuneration.

(iii) The determination of the remuneration packages of the non-executive directors, should be a matter for the Board as a whole. The individuals concerned should abstain from discussion of their own remuneration.

(g) Duties and Responsibilities

The duties and responsibilities of the Committee include:-

(i) Recommend and consider candidates proposed to the Board for the appointment of Managing Director, Executive Director and Non-Executive Director positions, including Senior Management, for both the Company and its subsidiaries; taking into consideration the candidates’ qualification, character, skills, knowledge, expertise, experience, professionalism, integrity, competence and time commitment.

(ii) Recommend to the Board, appropriate directors to fill the seats on Board Committees;

(iii) Assessing the effectiveness of the Board as a whole, the Board Committees and contribution of each Director through the evaluation process;

(iv) Establish a formal and transparent procedures for appointment of new Directors to the Board and make recommendations, which include establishing selection criteria, short listing, assessing and evaluating suitable candidate against selection criteria and Boards’ requirements;

(v) Ensuring the Board has an appropriate balance of required expertise and skills/abilities needed to direct and control the Company towards achieving its intended goals and objectives;

(vi) Annually review on behalf of the Board, the required mix of skills, experience and other qualities, including core competencies, which Non-Executive Directors should bring to the Board, independence and diversity (including gender diversity) required to meet the needs of the Company;

(vii) Recommend to the Board the structure and level of remuneration of Executive Directors and Senior Management;

(viii) Establish a formal and transparent procedure for the development of the Directors’ remuneration policy;

(ix) Provide packages that link rewards to both Company and individual performance of Directors; and

(x) Such other matters as the Board may from time to time determine.

(h) Reporting Procedure

The Chairman shall report on each meeting to the Board for consideration and implementation.




A.5 Board Committees Cont’d The Nomination & Remuneration Committee had carried out the following activities during the financial year:-

(i) Reviewed and recommended to the Board the tabling of the resolutions for the re-election and re-appointment of the Directors retiring at the Company’s Annual General Meeting;

(ii) Evaluated the performance of the Board, Board members and Audit Committee;

(iii) Reviewed the criteria to assess independence of independent directors; and

(iv) Reviewed and recommended to the Board the remuneration packages for the Executive Directors.

The Committee notes that the Code recommends that the appointment of a Senior Independent Director and that the Chairman of the Nomination Committee should be the Senior Independent Director identified by the Board.

After taking into the consideration of the current size of the Company and the composition of the directors, the Board has agreed to put on hold the appointment of the Senior Independent Director.

The Board notes the recommendation of the Code on the tenure of an independent Director which should not exceed a consecutive or a cumulative term of nine (9) years. The Board is of the view that the length of service of directors does not affect the Directors in exercising their objective and independent judgment to discharge their duties and responsibilities. The directors may, subject to the assessment and shareholders’ approval on an annual basis, retain an Independent Director who has served more than nine (9) years continue to serve as an Independent Director of the Company.

The Board has received confirmation in writing from all the Independent Directors of their independence based on the criteria in line with the definition of “Independent Directors” prescribed by the Listing Requirements.

None of the Company’s Independent Directors has served more than nine (9) years, except for Encik Rezal Zain Bin Abdul Rashid who will be serving his ninth year of service by 25 October 2015. Following the assessment of the Nomination & Remuneration Committee and the Board, it is recommended that Encik Rezal Zain Bin Abdul Rashid be retained as an Independent Non-Executive Director and the Company will seek shareholders’ approval to allow his continuation in office as an Independent Non-Executive Director. The recommendation is based on the following justifications:

a) He meets the criteria under the definition of an Independent Director as stated in the Main Market Listing Requirements.

b) He is able to provide independent judgment, objectively and check and balance to the Board.

c) He has performed his duties and responsibilities diligently and in the best interest of the Company without being subjected to the influence of Management.

d) He is familiar with the Group’s business operations and has devoted sufficient time and attention to his professional obligations and attended the Board and Committee meetings for an informed and balance decision making.

The criteria to assess independence of independent directors, the procedure of recruitment & selection for directorship, the remuneration policy for Executive Directors and Non-Executive Directors are made available at the Company’s website at http://www.yfg.my.




A.5 Board Committees Cont’d l Employee Share Option Scheme (ESOS) Committee

The ESOS Committee was established on 7 August 2013 with delegated authority by the Board to administer the ESOS of the Group in accordance with the ESOS By-Laws.

The composition of the ESOS Committee is as follows:-

Chairman Mr Jeremie Ting Keng Fui - Independent Non-Executive Director

Members Mr Lim Chong Ling - Managing Director Mr Geh Yean Chang - Executive Director Ms Esther Tan Ai Leng - Financial Controller

The Terms of Reference for the ESOS Committee are as follows:-

(a) Membership

The composition of the ESOS Committee shall be appointed by the Board and shall consist of Non-Executive Director(s) and/or senior management (including Executive Directors) appointed from time to time by the Board to administer the Scheme.

If a member of the ESOS Committee resigns, or for any other reasons ceases to be a member thereof resulting in the number of members to be reduced to below three (3), the Board shall as soon as practicable thereafter, appoint such number of new members as may be required to make up the minimum number of three (3) members.

A member of the ESOS Committee shall excuse himself or herself from the meeting during discussions or deliberations of any matter which gives rise to an actual or perceived conflict of interest situation for him/her. This is required to avoid ESOS Committee members from participating in matters that will create conflict of interest.

The Board, may from time to time and its absolute discretion, revise the composition of the ESOS Committee and the roles and responsibilities of the ESOS Committee.

(b) Quorum

The quorum in respect of a meeting of the Committee shall be at least two (2) members present.

(c) Chairman

The members of the ESOS Committee shall elect a Chairman from among its members, who must not be an Executive Director.

In the absence of the Chairman of the Committee, the remaining members present shall elect one (1) of their members as Chairman of the meeting.

(d) Advisor

The appointed merchant bankers will be the Advisor for the Committee.




A.5 Board Committees Cont’d l Employee Share Option Scheme (ESOS) Committee Cont’d

(e) Meetings and Minutes

(i) The ESOS Committee shall meet as often as may be deemed necessary or appropriate in its judgment or the judgment of the Board, but in any case it shall meet at least once a year.

(ii) The ESOS Committee meetings shall be governed by the provisions of the Company’s Articles of Association relating to the Board and committee meetings unless otherwise provided for in these Terms of Reference.

(iii) Minutes of each meeting of the Committee shall be distributed to all members of Committee within 7 days after the meeting.

(iv) Questions arising at the meeting shall be decided by a majority of votes. In the case of an equality of votes, the Chairman of the meeting shall have a second or casting vote except where at the meeting only two (2) members (including the Chairman) form the quorum or where only two (2) members (including the Chairman) are competent to vote on the question at issue.

(v) Where necessary and appropriate, any decision of the Committee can be taken up by way of a written circular resolution.

(vi) The Chairman of the ESOS Committee shall report to the Board on any matter that should be brought to the Board’s attention, and recommendations of the ESOS Committee that require for the Board’s approval.

(f) Authority & Functions

The ESOS Committee is authorized and responsible for the implementation and administration of the ESOS of the Company.

The ESOS Committee has held one (1) meeting during the financial year. The attendance record of each member of the ESOS Committee is as follows:-

No. of Meetings Attended Percentage

Mr Jeremie Ting Keng Fui Chairman, Independent Non-Executive Director

1/1 100%

Mr Lim Chong Ling Member, Managing Director

1/1 100%

Mr Geh Yean Chang Member, Executive Director

0 0%

Ms Tan Ai Leng Member, Financial Controller

1/1 100%

The ESOS Committee had carried out the following activities:-

(i) Reviewed the ESOS By-Laws and recommended to the Board to make administrative changes to the ESOS By-Laws;

(ii) Reviewed and recommended the basis for the fixing of Offer Price for Share Options as well as determination of the Offer Price; and

(iii) Approved the allocation of the Share Options to the eligible employees.




A.6 Appointments to the Board

The Board believes that the current composition of Board brings the required mix has of skills and core competencies required for the Board to discharge its duties effectively. The Board has a formal and transparent selection procedure which has been approved by the Board.

The appointment of any additional Director is made when necessary and upon the recommendation of the Nomination & Remuneration Committee. In the process of nominating and appointing new Directors, due consideration is given to the appointee’s industry’s experience and mix of expertise for an effective Board.

The Company does not presently have a formal diversity policy. The Board is of the opinion that it is important to recruit and retain the best talent available regardless of gender, ethnic or age. The Board would take into account the balance of skills, experience, knowledge and business acumen of the Directors to maximize the effectiveness of the Board and its decision-making on the Group’s need and circumstances.

The Company Secretary will ensure that all the appointments are properly made, and that legal and regulatory requirements are complied with.

A.7 Directors’ Training

The Board acknowledges that continuous education is vital and essential to keep them abreast with the latest development of the industry and discharging their duties as Directors. As an integral part of their training programme, they are provided with regular updates and briefing to keep abreast with the relevant changes.

For the financial year, the following Directors have attended the conferences, seminars and training programs as mentioned below:-

Directors Seminars/Conferences/Forum

Dato Ir. Abdul Rashid Bin Ahmad • TheBoard’sRoleinStrategicRiskManagement–WhataDirectorMustKnow• BoardroomLessonsfromtheScandalsof2012/2013

Mr Lim Chong Ling • VistageLeadershipDevelopment• TheBoard’sRoleinStrategicRiskManagement–WhataDirectorMustKnow• BoardroomLessonsfromtheScandalsof2012/2013• CorporateKnowledgeSharingSession

Mr Geh Yean Chang • TheBoard’sRoleinStrategicRiskManagement–WhataDirectorMustKnow• BoardroomLessonsfromtheScandalsof2012/2013

Encik Rezal Zain Bin Abdul Rashid

• TheBoard’sRoleinStrategicRiskManagement–WhataDirectorMustKnow• BoardroomLessonsfromtheScandalsof2012/2013• GSTUpdatesandOverview

Mr Thye Fook Keong • GSTAwarenessSeminar

Mr Lim Choong Yik • VistageTraining-TheChiefExecutiveProgram• TheBoard’sRoleinStrategicRiskManagement–WhataDirectorMustKnow• BoardroomLessonsfromtheScandalsof2012/2013

Mr Jeremie Ting Keng Fui • ThePivotalroleoftheCompanySecretary• TheBoard’sRoleinStrategicRiskManagement–WhataDirectorMustKnow• BoardroomLessonsfromtheScandalsof2012/2013• GSTUpdatesandOverview

Dr Loh Leong Hua • TheBoard’sRoleinStrategicRiskManagement–WhataDirectorMustKnow• BoardroomLessonsfromtheScandalsof2012/2013




A.8 Re-appointment and Re-election of Directors

In accordance with the Company’s Articles of Association, all new Directors appointed by the Board are subject to election by shareholders at the first opportunity after the appointment and one-third (1/3) of the Board, including the Managing Director, is subject to retirement by rotation at each Annual General Meeting. Each Director shall retire at least once every three (3) years but shall be eligible for re-election. The Directors to retire each year are those who have been longest in office since their last election or appointment. To assist the shareholders in their decision, sufficient information such as personal profile, attendance at meetings and shareholdings in the Company for each Director standing for election are furnished in the Annual Report. Directors who are of or over the age of seventy years shall also retire from office and eligible for re-appointment at the annual general meeting pursuant to Section 129(6) of the Companies Act, 1965.

B. DIRECTORS’ REMUNERATION

B.1 Remuneration Procedure

The policy on Directors’ remuneration practiced by the Company is to provide the remuneration packages necessary to attract, retain and motivate Directors of the quality required to manage the business of the Company. The remuneration package of the Executive Director are structured to commensurate with the experience, knowledge and professional skills of the Executive Director and are also structured so as to link rewards with corporate and individual performance in the case of the Executive Director.

The Company takes into consideration information by independent consultants (where applicable) and survey results on the remuneration practices of comparable companies, including its financial performance in determining the remuneration packages of its Directors.

The Nomination & Remuneration Committee recommends to the Board the remuneration framework and the remuneration packages for the Executive Directors. None of the Executive Directors participated in any way in determining their individual remuneration. The Board as a whole determines the remuneration of Non Executive Directors, with individual Directors abstaining from making decisions in respect of their individual remuneration. The Directors’ fees are approved by the Company’s shareholders at the Annual General Meeting of the Company. The Company reimburses reasonable expenses incurred by the Directors in the course of their duties as Directors.

B.2 Details of Directors’ Remuneration

A. The breakdown of the Directors’ remuneration for the financial year ended 30 June 2014 is as follows:-

Category

ExecutiveDirectors

(RM)

Non- Executive Directors

(RM)Total(RM)

Fees - 232,999 232,999

Other Emoluments

Salaries, Remuneration and Others 775,120 25,410 800,530

Statutory Contribution 120,582 - 120,582

Benefits in kind 13,800 - 13,800



B. DIRECTORS’ REMUNERATION Cont’d

B.2 Details of Directors’ Remuneration Cont’d

B. Aggregate remuneration of each Director:-

Remuneration(RM)

Executive Directors

Mr Lim Chong Ling Mr Geh Yean Chang

Non-Executive Directors

YBhg. Dato’ Ir Abdul Rashid Bin AhmadEncik Rezal Zain Bin Abdul RashidMr Thye Fook KeongMr Lim Choong YikDr Loh Leong Hua Mr Ting Keng Fui

496,670399,032

108,78933,36730,23026,96629,22929,828

C. INVESTORS RELATIONS AND SHAREHOLDER COMMUNICATION

The Company places utmost importance on effective dissemination of timely, comprehensive and accurate information to investors and shareholders by leveraging on information technology, as recommended under the Code. As an accountable and responsible public listed entity, the Group discloses all corporate developments comprehensively through Annual Reports, circulars to shareholders, announcements, quarterly results announcements submitted to Bursa Securities and through regular updates with investors as well as press releases. The quarterly results announcement is a channel to keep the shareholders informed of the quarterly progress made by the Company during the year. The Group has also established a corporate disclosure policy for adherence by employees to facilitate and ensure timely and accurate disclosure in compliance with the Listing Requirements.

The Annual General Meetings (“AGMs”) provide a forum for the Directors, the Management of the Company and shareholders to meet and discuss the Group’s business developments, strategies, performance, corporate governance, matters affecting shareholders’ interests and future prospects. The forum provides an opportune time for Management to respond to views and queries from shareholders pertaining to issues relevant to the Group.

At general meetings, the Chairman informs the shareholders of their right to demand a poll vote at the commencement of general meetings. The Board always takes active steps to encourage shareholder participation at general meetings. The Board takes note of putting substantive resolutions to vote by poll and make an announcement of the detailed results showing the number of votes cast for and against each resolution. The Company will employ electronic means for poll voting if readily available.

The Company is committed to maintain an active dialogue with shareholders and to provide comprehensive updates on issues pertaining to the Group’s strategy, performance and major developments. The Group also ensures that investment analysts, fund managers and potential investors are frequently updated through investor briefings, dialogues and interviews.

The Company maintains a website at www.yfg.my where shareholders as well as members of public can access the latest information of the Group. In addition, the website has a built-in functionality to receive feedback and questions from the public. It serves as an additional avenue for interaction between the Company and its shareholders and fellow investors.



D. ACCOUNTABILITY AND AUDIT

D.l Financial Reporting

The primary aim of the Directors is to present a balanced and understandable assessment of the Group’s position and prospects through its annual financial statements and quarterly financial results to its shareholders.

D.2 Directors’ Responsibility Statement

The Directors are required by the Act to prepare the financial statements for each financial year in accordance with the provision of the Act and applicable approved accounting standards to give a true and fair view of the state of affairs of the Group and the Company as at the end of the financial year, and of the results and cash flows of the Group and the Company for the financial year.

In preparing the financial statements, the Directors have:-

l Reviewed the overall conduct of the Company’s business and that of the Group;

l Identified principal risks to ensure that an appropriate system of internal control exists to manage these risks;

l Reviewed the adequacy and integrity of internal controls system and management information system in the Company and within the Group;

l Adopted appropriate accounting policies and applied them consistently;

l Made judgments and estimates that are reasonable and prudent; and

l Ensured compliance with application of approved Accounting Standards in Malaysia.

The Directors are responsible for ensuring that the Group keeps proper accounting and other records to disclose with reasonable accuracy, the financial position of the Group and the Company, and for ensuring that the financial statements comply with Bursa Malaysia’s Main Market Listing Requirements, the provisions of the Companies Act, 1965 and applicable approved Accounting Standards in Malaysia.

D.3 Internal Control

The Statement on Risk Management and Internal Control is set out on pages 30 to 31 of this Annual Report provides an overview of the state of internal controls within the Group.

D.4 Relationship with Auditors

The Company maintains a transparent relationship with the External Auditors in seeking their professional advice towards ensuring compliance with the accounting standards through the Audit Committee. The role of the Audit Committee in relation to the External Auditors is set out in the Audit Committee Report on pages 26 to 29 of this Annual Report.



MEMBERSHIP & MEETINGS

The Audit Committee met on five (5) occasions during the financial year. The attendance of each member of the Audit Committee is as follows:

Number of meetings attended Percentage

Encik Rezal Zain Bin Abdul RashidChairman, Independent Non-Executive Director

5/5 100%

Mr Thye Fook KeongMember, Independent Non-Executive Director

5/5 100%

Dr Loh Leong HuaMember, Independent Non-Executive Director

5/5 100%

Mr Jeremie Ting Keng FuiMember, Independent Non-Executive Director

5/5 100%

TERMS OF REFERENCE

The Audit Committee is governed by the Terms of Reference that was formerly endorsed by the Board on 1 September 2001. The Terms of Reference was revised on 19 November 2003, 26 November 2008 and 28 October 2009; and subsequently, on 27 September 2013, to be in line with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

Composition

The Audit Committee shall be appointed by the Directors from amongst its members, comprising no fewer than three Directors and the majority shall be independent Non-Executive Directors. All the members shall be financially literate and at least one (1) member of the Committee must be:-

(i) a member of the Malaysian Institute of Accountants (MIA), or

(ii) if he is not a member of the MIA, he must have at least 3 years’ working experience and

l have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967; or l be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the

Accountants Act 1967; or

(iii) fulfils such other requirements as prescribed or approved by Bursa Securities

No Alternate Director can be appointed as a member of Audit Committee. Quorum shall be at least two members composed of a majority of Independent Directors.

The Board of Directors of the Company shall review the terms of office and performance of the Audit Committee and each of its members at least once in every three (3) years to determine whether such Audit Committee and its members have carried out their duties in accordance with their Terms of Reference.

Meetings

The Audit Committee shall meet at least four (4) times in a year, with additional meetings may be called at any time, at the discretion of the Chairman, if necessary, to deliberate on urgent and significant matters.

The Managing Director, Financial Controller, Head of Operations and the Company Secretary are invited to the Meeting by invitation. The representatives of External Auditors and Internal Auditors shall appear and be heard at any meeting of the Audit Committee when required by the Audit Committee.

AUDIT COMMITTEE REPORT


AUDIT COMMITTEE REPORT Cont’d

TERMS OF REFERENCE Cont’d

Meetings Cont’d

The Audit Committee shall meet at least twice a year with the External Auditors without the presence of any executive Board members and employees. Minutes of each meeting shall be kept and distributed to each member of the Audit Committee and also to the members of the Board. The Chairman of the Audit Committee shall report on each meeting to the Board.

Authority of the Audit Committee

The Committee is authorized by the Board to investigate any matter within its Terms of Reference and shall have full and unrestricted access to any Information pertaining to the Group. The Audit Committee shall have direct communication channels with the External and Internal Auditors. The Audit Committee is also authorized by the Board to have the resources required to perform its duties as well as to obtain independent professional or other advice as and when necessary.

Functions and Duties

The functions and duties of the Audit Committee are as follows:-

(i) To review with the External Auditors:

l the audit plan; l the evaluation of the system of internal controls; and l the audit report, management letter and management response.

(ii) To consider and recommend the appointment, re-appointment, audit fee, resignation and/or dismissal of the External Auditors.

(iii) To review with the Internal Auditors:-

l the adequacy of the scope, functions, competency and resources of the internal audit function; l whether the necessary authority is obtained to carry out the audit work; l the internal audit program, processes, and the results of the internal audit program, processes or investigation

undertaken and whether or not appropriate action is taken on the recommendations by the Internal Auditors; l table and approve the internal audit reports during the Audit Committee meetings; and l approve of the annual audit plan and annual audit budget.

(iv) To decide the appointment, remuneration, performance, appraisal, transfer, resignation and/or dismissal of the Internal Auditors.

(v) To review with the Management and/or External Auditors, the quarterly and yearly financial statements of the Group and the Company before the submission to the Board, focusing particularly on:-

l changes in or implementation of major accounting policy changes; l significant and unusual events; l the going concern assumption; l compliance with accounting standards and other legal requirements; and l the reliability and integrity of financial and operating information and the means used to identify, measure,

classify and report such information.

(vi) To review related party transactions and conflict of interest situations that may arise within the Group or the Company, including any transaction, procedure or course of conduct that raises questions of management integrity.

(vii) To review current/pending litigations or regulatory proceedings bearing on corporate governance in which the Company is a party.

(viii) To review the systems established to ensure compliance with those policies, plans, procedures, laws, and regulations, which could have a significant impact on operations.


TERMS OF REFERENCE Cont’d

Functions and Duties Cont’d

(ix) To review the means of safeguarding assets and, as appropriate, verify the existence of such assets.

(x) To appraise the economy, effectiveness and efficiency with which resources are employed.

(xi) To review operations or programs to ascertain whether results are consistent with established objectives and goals, and whether the operations / programs are being carried out as planned.

(xii) To assess the adequacy and integrity of the risk management and internal control system through independent reviews conducted and reports it received from the Internal Auditors, the External Auditors and the Management.

(xiii) To verify the allocation of options pursuant to an employee share options scheme to ensure compliance with the allocation criteria.

(xiv) Such other matters as the Board may from time to time determine.

SUMMARY OF ACTIVITIES

During the financial year, the activities carried out by the Audit Committee include the review and deliberation of:-

l The quarterly financial results announcement prior to the approval by the Board.

l The audited financial statements of the Company prior to submission to the Board for consideration and approval. The review was to ensure that the audited financial statements were drawn up in accordance with the provisions of the Companies Act, 1965 and the applicable Malaysian Financial Reporting Standards (MFRS) and the approved standards on auditing issued by Malaysia Institute of Accountants (MIA).

l The External Auditors’ Audit Plan.

l The audit report and the management letter, including Management’s response, presented by the External Auditors.

l Annual Internal Audit Plan.

l Internal audit reports, which highlighted the audit issues, recommendations and Management’s response. The Audit Committee also discussed the Management’s actions taken to improve the system of internal control based on control weaknesses identified in the internal audit reports.

l The Company’s compliance in particular the quarterly and year-end financial statements with the Listing Requirements of the Bursa Malaysia, MFRS and other relevant legal and regulatory requirements.

l Any Related Party Transaction and conflict of interest situation that may arise within the Company or its group including any transaction, procedure or course of conduct that raises questions of management integrity.

l Verified the list of eligible employees and allocation of options to be offerred to them in accordance with the By-Laws of the ESOS.

l Audit Committee Report and Statement on Risk Management and Internal Controls before recommendation to the Board for inclusion in the Annual Report.

l Meeting with External Auditors without the presence of the Executive Directors and employees of the Group.

l Departmental workflow and operational procedures to ensure effective and efficient utilization of departmental automated system.

l Risk management framework.

l Annual Budget of the Company.




INTERNAL AUDIT FUNCTION

The Company has appointed a professional service firm to undertake the Group’s Internal Audit Function.

The Internal Auditors report directly to the Audit Committee, assisting the Audit Committee in discharging its duties and responsibility. The Internal Auditors carry out their function based on approved annual audit plan and provide the Audit Committee with independent and objective reports on the effectiveness of the system of internal control within the Group.

The Internal Audit reports were deliberated by the Audit Committee and areas of improvement/recommendations were communicated to Management for action. The emphasis of the audit reviews encompassed operational, financial and compliance control of the Group.


STATEMENT ON RISK MANAGEMENTAND INTERNAL CONTROL

INTRODUCTION

Pursuant to paragraph 15.26 (b) of Bursa Malaysia Securities Berhad (“Bursa Securities”) Main Market Listing Requirements and as guided by Statement on Risk Management and Internal Control: Guidelines for Directors of Listed Issuers (“the Guidelines”), the Board of Directors (“the Board”) of YFG Berhad is pleased to include a statement on the state of the Group’s risk management and internal control in this annual report.

BOARD RESPONSIBILITY

The Board acknowledges its overall responsibility for the Group’s system of risk management and internal controls, which includes the establishment of an appropriate control environment and framework, and the review of its effectiveness and adequacy to ensure that the Group’s assets and shareholders’ interests are safeguarded.

Owing to the inherent limitations in any system of risk management and internal controls, such system put in place by Management can only manage rather than eliminate the risk of failure to achieve the Group’s business and corporate objectives. The system can therefore only provide reasonable rather than absolute assurance against material misstatement or loss.

RISK MANAGEMENT FRAMEwORK

The risk management framework, which is embedded in the Company’s management systems, clearly defines the authority and accountability in implementing the risk management process and internal control system. The Management assists the Board in implementing the process of identifying, evaluating and managing significant risks applicable to their respective areas of business and in formulating suitable internal controls to mitigate and control these risks.

The Management of each business unit, in establishing its business objectives, is required to identify and document all possible risks that can affect their achievement taking into consideration the effectiveness of controls that are capable of mitigating such risks. By this process, each business unit’s identified risks, the controls and processes for managing them are tabulated in a risk assessment report. Significant risks of business units have been presented to the Risk Management Committee for their deliberation.

The Risk Management Committee maintains risk oversight within the Group. Amongst its primary risk responsibilities is to assess, improve and monitor a risk management function and evaluate risk exposures associated with YFG’s operation.

The Risk Management Committee conducts periodic reviews on the adequacy and integrity of the Group’s ERM framework and policies, particularly in relation to the mechanisms for principal risks identification, assessment, response and control, communication and monitoring. Based on risk profiling exercise, 28 key risks have been identified with 5 high residual ratings. The Group’s activities expose it to a variety of risks. The Group’s overall risk management objective is to ensure that the Group creates value for its shareholders whilst minimising potential adverse effects on its performance and positions. The Group operates within an established risk management framework and clearly defined policies and guidelines that are approved by the Board.

The risk management practices of the Group serve as the on-going process used to identify, evaluate and manage significant risks for the financial year under review and up to the date of approval of this Statement. The Board shall continue to evaluate the existing risk management practices, and where appropriate and necessary, revise such practices accordingly.

INTERNAL AUDIT FUNCTION

The Group’s internal audit function is outsourced to a professional service firm to assist the Board and Audit Committee in providing independent assessment on the adequacy, efficiency and effectiveness of the Group’s internal control system. The Group internal audit function reports directly to the Audit Committee.

During the financial year ended 30 June 2014, audits were carried out in accordance to the internal audit plan that has been reviewed and approved by the Audit Committee. The observations from the internal audit reviews, together with Management’s response and proposed action plans were presented to the Audit Committee for their review at their quarterly meetings. In addition, follow up visits were also conducted to ensure that previously reported issues have been adequately addressed by Management and the results of such reviews were also tabled to the Audit Committee at their periodic meetings.

For the financial year ended 30 June 2014, the fees incurred for the outsourcing of the internal audit function was RM60,000.


OTHER KEY ELEMENTS OF THE GROUP’S INTERNAL CONTROL SYSTEMS:

l Organisation Structure & Authorisation Procedures

The Group maintains formal and structured lines of reporting of the committees of the Board as well as the Management team of the Company. The roles and responsibilities of the respective committees of the Board are clearly defined and provided in their respective terms of references. Whilst the roles and responsibilities of the Management team are clearly defined and documented in the Group organizational structure, respective personnel’s job scope and appropriate authority limits.

l Information and Communication

Information is provided to the Senior Management and the Board via monthly and quarterly management reports respectively. This is to ensure that matters that require the Board and Senior Management’s attention are highlighted for review, deliberation and decision on a timely manner.

l Monitoring and Review

Scheduled quarterly meetings of the Board, Board Committees and Management represent the main platform by which the Group’s performance and conduct are being monitored. The daily running of the business is entrusted to the Senior Management team led by the Managing Director. The head of each operating subsidiary and department of the Group are empowered with the responsibility of managing their respective operations.

The Board is responsible for setting the business direction and for overseeing the conduct of the Group’s operations through its various Board Committees and the various management reporting mechanisms. The Board is informed of all major control issues pertaining to internal controls, regulatory compliance and risk taking at its scheduled quarterly meetings.

The financial results of the Group prepared by Senior Management are presented to the Board on a quarterly basis for their review, deliberation and approval before releasing to the shareholders.

l Group Policies and Procedures

Policy and Procedures, guidelines and authority limits are established for the Group in respect of its day-to-day operations, acquisitions and disposal of assets.

l Related Party Transactions

Related party transactions (if any) are disclosed, reviewed, and monitored by the Audit Committee and presented to the Board on a periodic basis.

The Group’s system of risk management and internal control apply to YFG Berhad and its subsidiaries, save for an associate company, which the Group does not have full management control.

ASSURANCE PROVIDED BY THE MANAGING DIRECTOR AND FINANCIAL CONTROLLER

In line with the Guidelines, the Managing Director and Financial Controller have provided assurance to the Board in writing stating that the Group’s risk management and internal control systems have operated adequately and effectively, in all material aspects, to meet the Group’s objectives during the financial year under review and up to the date of approval of this Statement.

CONCLUSION

The Board is of the view that the risk management and internal control systems of the Group are satisfactory and have not resulted in any material losses, contingencies or uncertainties that would require disclosure in the Group’s annual report. The Board continues to take pertinent measures to sustain and is committed to improve the Group’s risk management and internal control systems in meeting the Group’s strategic objectives.

This statement was approved by the Board of Directors on 5 November 2014.

STATEMENT ON RISK MANAGEMENTAND INTERNAL CONTROL Cont’d


ADDITIONAL COMPLIANCE INFORMATION

1. STATUS OF UTILISATION OF PROCEEDS RAISED FROM CORPORATE EXERCISE

There were no proceeds raised by the Company from any corporate proposal during the financial year ended 30 June 2014.

2. EMPLOYEES’ SHARE OPTION SCHEME (“ESOS”) The amount of options granted during the financial year is presented under pages 39 and 40 in the Directors’ Report.

It is also disclosed in Note 16 to the amended Financial Statements. There were no options exercised during the financial year.

The Audit Committee has verified that the allocation of options pursuant to the Employees’ Shares Option Scheme during the financial year is in accordance with the criteria set out in the ESOS by-laws.

3. SHARE BUY-BACK

The Company does not have a scheme to buy-back its own shares.

4. OPTIONS OR CONVERTIBLE SECURITIES

There were no options or convertible securities issued to any parties during the financial year ended 30 June 2014.

5. DEPOSITORY RECEIPT PROGRAMME The Company did not sponsor any depository receipt program during the financial year ended 30 June 2014.

6. SANCTIONS AND/OR PENALTIES

There were no sanctions and / or penalties imposed on the Company and its subsidiary companies, Directors or Management by the relevant regulatory bodies during the financial year ended 30 June 2014.

7. NON-AUDIT FEES

The non-audit fees payable to the External Auditors of the Company and its subsidiaries during the financial year ended 30 June 2014 is RM37,000.

8. VARIATION IN RESULTS

There was a deviation between the Loss for the year attributable to the equity holders of the Company in the unaudited 4th Quarter Results ended 30 June 2014 announced on 29 August 2014 and the Amended Audited Financial Statement 2014 as set out below

Audited Results

RM’000Unaudited Results

RM’000 Variance RM’000 % of Variance

Loss After Tax 11,049 4,286 6,763 158


8. VARIATION IN RESULTS Cont’d

The deviation in the Loss after Tax for the year ended 30 June 2014 mainly arose from:-

(i) Impairment of RM5.106 million being the adjustment made arising from the temporary suspension by the project owner on 21 October 2014 due to two (2) contributing factors:

(a) Change of ownership of the holding company of the project owner; and

(b) Withdrawal of the project financing package by one of the financial institutions.

(ii) Revenue recognized up to cost incurred of RM1.334 million being the adjustment made attributed to termination of a project on 17 July 2014. The Final account has been submitted on 18 August 2014. However, pending various technical procedures for final negotiation, the Final account cannot be concluded to date. Since the outcome of the contract cannot be estimated reliably, revenue relating to the amount due from customer is recognized only to the extent of contract costs incurred.

(iii) Others - RM0.322 million being the adjustment made on deferred tax and other income.

The Company did not release any profit estimate, forecast or projections for the financial year.

9. PROFIT GUARANTEE

There was no profit guarantee given by the Company during the financial year ended 30 June 2014.

10. MATERIAL CONTRACTS

None of the directors and major shareholders has any material contract with the Company and/or its subsidiary companies during the financial year ended 30 June 2014.

ADDITIONAL COMPLIANCE INFORMATION Cont’d

AMENDED FINANCIAL STATEMENTS

Directors’ Report 35

Consolidated Statement of Financial Position 43

Consolidated Statement of Profit or Loss and Other Comprehensive Income 44

Consolidated Statement of Changes in Equity 45

Consolidated Statement of Cash Flows 46

Statement of Financial Position 48

Statement of Profit or Loss and Other Comprehensive Income 49

Statement of Changes in Equity 50

Statement of Cash Flows 51

Notes to the Amended Financial Statements 53

Statement by Directors 105

Statutory Declaration 105

Independent Auditors’ Report 106


The Directors hereby submit their report and the audited amended financial statements of the Group and of the Company for the financial year ended 30 June 2014.

PrinciPal activities

The Company is principally engaged in investment holding and provision of management services, whilst the principal activities of the subsidiaries are as stated in Note 5 to the amended financial statements.

There has been no significant change in the nature of these activities during the financial year.

results

Group company

rM rM

(Loss)/Profit for the year attributable to:

Owners of the Company (11,042,311) 584,281

Non-controlling interests (6,467) -

(11,048,778) 584,281

reserves and Provisions

There were no material transfers to or from reserves and provisions during the financial year under review except as disclosed in the amended financial statements.

dividend

No dividend was paid since the end of the previous financial year and the Directors do not recommend any dividend to be paid for the financial year under review.

directors of the coMPany

Directors who served since the date of the last report are:

Dato’ Ir. Abdul Rashid Bin AhmadLim Chong LingGeh Yean ChangRezal Zain Bin Abdul RashidThye Fook Keong Lim Choong YikDr. Loh Leong Hua Ting Keng Fui

DIRECTORS’ REPORTFor the year ended 30 June 2014


directors’ interests in shares

The interests and deemed interests in the ordinary shares, warrants and options over shares of the Company and of its related corporations (other than wholly-owned subsidiaries) of those who were Directors at financial year end (including the interests of the spouses and/or children of the Directors who themselves are not Directors of the Company) as recorded in the Register of Directors’ Shareholdings are as follows:

number of ordinary shares of rM0.10 each

Balance as at 1.7.2013 Bought (sold)

Balance as at 30.6.2014

interest in the company

Dato’ Ir. Abdul Rashid Bin Ahmad

Interest in the Company:

- own 2,449,995 - - 2,449,995

Lim Chong Ling


- own 22,616,900 1,030,000 - 23,646,900

- others # 900,000 - - 900,000

Geh Yean Chang


- own 22,355,400 - - 22,355,400

Deemed interest in the Company:

- own 7,686,000 - - 7,686,000

Rezal Zain Bin Abdul Rashid


- own 8,140,995 - - 8,140,995

Thye Fook Keong


- own 11,029,000 - (11,029,000) -

Lim Choong Yik


- own 9,300,000 700,000 - 10,000,000

- others # 1,700,000 1,300,000 - 3,000,000

Dr.Loh Leong Hua

Interest in the Company :

- own 300,000 700,000 (299,200) 700,800

Ting Keng Fui


- own 1,643,600 1,029,000 - 2,672,600

- others # 789,900 - - 789,900

DIRECTORS’ REPORT Cont’dFor the year ended 30 June 2014


directors’ interests in shares Cont’d

number of warrants over ordinary shares of rM0.10 each

Balance as at 1.7.2013 Bought (sold)

Balance as at 30.6.2014

Warrants over shares in the company

Lim Chong Ling


- own 10,168,282 - (1,976,000) 8,192,282

- others # 450,000 - - 450,000

Geh Yean Chang


- own 11,017,341 - - 11,017,341


- own 3,843,000 - - 3,843,000



- own 5,295,494 - - 5,295,494

Thye Fook Keong


- own 6,043,500 - (6,043,500) -

Lim Choong Yik


- own - 1,109,000 - 1,109,000

Ting Keng Fui


- own 863,400 554,500 - 1,417,900

- others # 434,850 - - 434,850

# These are shares and warrants held in the name of the spouses and children and are regarded as interest of the Directors in accordance with Section 134(12)(c) of the Companies Act, 1965.



directors’ interests in shares Cont’d

number of options over ordinary shares of rM0.10 each

exercise Price(rM)

at1.7.2013 Granted (exercised)

at30.06.2014

options over shares in thecompany

Dato’ Ir. Abdul Rashid Bin Ahmad

- own 0.125 - 2,000,000 - 2,000,000

Lim Chong Ling

- own 0.125 - 8,200,000 - 8,200,000


- own 0.125 - 1,000,000 - 1,000,000

Geh Yean Chang

- own 0.125 - 7,200,000 - 7,200,000

Thye Fook Keong

- own 0.125 - 1,000,000 - 1,000,000

Lim Choong Yik

- own 0.125 - 1,000,000 - 1,000,000

Dr Loh Leong Hua

- own 0.125 - 1,000,000 - 1,000,000

Ting Keng Fui

- own 0.125 - 1,000,000 - 1,000,000

directors’ Benefits

Since the end of the previous financial year, no Director of the Company has received nor 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 amended financial statements of the Company and its related corporations) 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.

There were no arrangements during and at the end of the financial year which had the object of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate apart from the issue of the Employees’ Share Option Scheme (“ESOS”) of the Company.

issue of shares and deBentures

During the financial year, the Company increased its authorised share capital from RM100,000,000 divided into 1,000,000,000 ordinary shares of RM0.10 each to RM500,000,000 divided into 5,000,000,000 ordinary shares of RM0.10 each.

There were no other changes in the authorised, issued and paid-up capital of the Company and no debentures were issued during the financial year.



oPtions Granted over unissued shares

No options were granted to any person to take up unissued shares of the Company during the year apart from the issue of warrants and options pursuant to ESOS.

Warrant

During the financial year 2011, the Company issued 304,534,998 free warrants (“Warrants”) to subscribers of renounceable Rights Issue (“Rights Shares”) of 203,023,332 new ordinary shares of RM0.10 each in the Company on the basis of three (3) Warrants for every two (2) Rights Shares subscribed for.

Each warrant carries the entitlement, at any time during the exercise period, to subscribe for one (1) new ordinary share of RM0.10 each in the Company at the exercise price of RM0.13 per ordinary share, subject to adjustments in accordance with the provisions of the Deed Poll which is to be satisfied in cash. Any warrant not exercised during the exercise period will lapse and thereafter ceases to be valid for any purpose. The exercise period of the warrant will expire on 27 March 2016.

No warrant was exercised during the financial year. As at the end of reporting date, 304,534,998 warrants remained unexercised.

eMPloyees’ share oPtion scheMe

At the Extraordinary General Meeting held on 31 July 2013, the Company’s shareholders approved the establishment of an ESOS of not more than 15% of the issued and paid-up share capital of the Company.

The salient features of the scheme are, inter alia, as follows:

i) The maximum number of new ordinary shares of RM0.10 each in the Company (“the Shares”) to be allotted and issued pursuant to the exercise of the options that may be granted under the scheme shall not, in aggregate, exceed fifteen percent (15%) of the prevailing issued and paid-up share capital (excluding treasury shares) of the Company throughout the duration of the scheme.

ii) Eligible to Malaysian citizen employees who have been confirmed in service and have served the Group on a continuous full time basis for a period of not less than twelve months prior to the date of offer and is on the payroll of any company within the Group.

iii) The maximum allowable allotment to the Director and senior management of the Group shall not be more than fifty percent (50%) of the options available under the scheme. The maximum allocation to an eligible employee who, either singly or collectively through persons connected with him holds twenty percent (20%) or more of the issued and paid-up capital of the Company (excluding treasury shares), does not exceed ten percent (10%) of the total number of Shares to be issued under the scheme.

iv) The scheme shall be in force for a period of five (5) years commencing from the date after the scheme is in full compliance, and the Board has the absolute discretion to extend the duration of the scheme for up to further period of five (5) years provided that the Company serves appropriate notice on each Grantee and/or make the necessary announcements.

v) The option price shall be determined by the Board upon recommendation of the ESOS Committee and shall fixed at higher of the five (5)-day weighted average market price of the Shares at the date of offer, with a discount of not more than ten percent (10%) or the par value of the Shares of RM0.10 each.



eMPloyees’ share oPtion scheMe Cont’d

vi) The options would be exercisable during the option period in accordance with the maximum percentage of the options exercisable, in aggregate, in each year commencing from the date of offer as detailed below:

Maximum percentage of options exercisable in each year commencing from the date of offer

year 1 year 2 year 3 year 4 year 5

Eligible Employee 20% 20% 20% 20% 20%

The options offered to take up unissued ordinary shares of RM0.10 each and the exercise price is as follows:

number of options over ordinary shares of rM0.10 each

date of offerexercise

price at 1.7.2013 Granted exercised lapsed due to

resignation at

30.6.2014

rM

7 August 2013 0.125 - 55,306,200 - (1,380,200) 53,926,000

The Company has been granted exemption by the Companies Commission of Malaysia from having to disclose in this report the names of option holders who were granted less than 1,000,000 options to take up unissued ordinary shares of RM0.10 each during the financial year. This information has been separately filed with the Companies Commission of Malaysia.

The names of the option holders who have been granted options to subscribe for 1,000,000 or more ordinary shares of RM0.10 each during the financial year are as follows:

name of option holderGrant date

exerciseprice

number of options over ordinary shares

of rM0.10 each

rM

Lim Chong Ling 7.8.2013 0.125 8,200,000

Geh Yean Chang 7.8.2013 0.125 7,200,000

Choy Ping Keong 7.8.2013 0.125 6,200,000

Ho Wing Na 7.8.2013 0.125 5,200,000

Phang Tuck Lim 7.8.2013 0.125 3,000,000

Tan Ai Leng 7.8.2013 0.125 3,000,000

Tan Eng Leng 7.8.2013 0.125 3,000,000

Dato’ Ir Abdul Rashid Bin Ahamd 7.8.2013 0.125 2,000,000

Yeong Yoke Lan 7.8.2013 0.125 1,140,000

Lim Choong Yik 7.8.2013 0.125 1,000,000

Lim Pooi Pei 7.8.2013 0.125 1,000,000

Loh Leong Hua 7.8.2013 0.125 1,000,000

Low Li San 7.8.2013 0.125 1,000,000

Rezal Zain Bin Abdul Rashid 7.8.2013 0.125 1,000,000

Thye Fook Keong 7.8.2013 0.125 1,000,000

Ting Keng Fui 7.8.2013 0.125 1,000,000



other statutory inforMation

Before the amended financial statements of the Group and of the Company were made out, the Directors took reasonable steps to ascertain that:

i) all known bad debts have been written off and adequate provision made for doubtful debts, and

ii) any current assets which were unlikely to be realised in the ordinary course of business have been written down to an amount which they might be expected so to realise.

At the date of this report, the Directors are not aware of any circumstances:

i) that would render the amount written off for bad debts, or the amount of the provision for doubtful debts, in the Group and in the Company inadequate to any substantial extent, or

ii) that would render the value attributed to the current assets in the amended financial statements of the Group and of the Company misleading, or

iii) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate, or

iv) not otherwise dealt with in this report or the amended financial statements, that would render any amount stated in the amended financial statements of the Group and of the Company misleading.

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

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

ii) any contingent liability in respect of the Group or of the Company that has arisen since the end of the financial year.

No contingent liability or other liability of any company in the Group 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 as and when they fall due.

In the opinion of the Directors, except for the impairment loss on trade and other receivables as disclosed in Note 19 to the amended financial statements, the financial performance of the Group and of the Company for the financial year ended 30 June 2014 have not been substantially affected by any item, transaction or event of a material and unusual nature nor has any such item, transaction or event occurred in the interval between the end of that financial year and the date of this report.

suBsequent event

The details of such event are disclosed in Note 27 to the amended financial statements.



auditors

The auditors, Messrs KPMG, have indicated their willingness to accept re-appointment.

Signed on behalf of the Board of Directors in accordance with a resolution of the Directors:

………………………………………lim chong ling

……………………………………….Geh yean chang

Shah Alam,

Date : 5 November 2014



note 2014 2013

rM rM

assets

Property, plant and equipment 3 16,309,929 755,074

Investment properties 4 2,224,535 4,237,743

Investment in associates 6 1,384,421 1,421,767

Other investments 7 - 29

Deferred tax assets 8 2,555,048 2,778,000

total non-current assets 22,473,933 9,192,613

Trade and other receivables 9 107,099,899 102,881,768

Current tax assets 5,339 4,750

Cash and cash equivalents 10 6,046,379 6,751,647

113,151,617 109,638,165

asset classified as held for sale 11 404,829 -

total current assets 113,556,446 109,638,165

total assets 136,030,379 118,830,778

equity

Share capital 12 54,473,317 54,473,317

Reserves 13 (26,196,906) (16,010,835)

total equity attributable to owners of the company 28,276,411 38,462,482

non-controlling interests (109,796) (103,329)

total equity 28,166,615 38,359,153

liabilities

Loans and borrowings 14 448,457 265,822

total non-current liabilities 448,457 265,822

Loans and borrowings 14 30,098,461 14,440,289

Trade and other payables 15 77,312,995 65,760,195

Current tax payables 3,851 5,319

total current liabilities 107,415,307 80,205,803

total liabilities 107,863,764 80,471,625

total equity and liabilities 136,030,379 118,830,778

CONSOLIDATED STATEMENT OFFINANCIAL POSITIONAs at 30 June 2014

The notes on pages 53 to 104 are an integral part of these amended financial statements.


note 2014 2013

rM rM

Revenue 17 151,196,579 135,780,649

Cost of contracts 18 (147,983,836) (124,780,447)

Gross profit 3,212,743 11,000,202

Administrative expenses (7,359,804) (6,788,103)

Other operating expenses (7,666,146) (2,822,795)

Other operating income 1,159,648 669,086

results from operating activities (10,653,559) 2,058,390

Finance income 122,518 186,231

Finance costs 22 (161,826) (221,426)

Share of losses of equity accounted investees, net of tax (37,346) (32,508)

(loss)/Profit before tax 19 (10,730,213) 1,990,687

Tax (expense)/income 23 (318,565) 2,711,440

(loss)/Profit for the year (11,048,778) 4,702,127

other comprehensive expense, net of tax items that are or may be reclassified subsequently to profit or loss

Foreign currency translation differences for foreign operation (720) -

total comprehensive (expense)/income for the year (11,049,498) 4,702,127

(loss)/Profit for the year attributable to:

Owners of the Company (11,042,311) 4,602,409

Non-controlling interests (6,467) 99,718

(loss)/Profit for the year (11,048,778) 4,702,127

total comprehensive (expense)/income for the year attributable to:

Owners of the Company (11,043,031) 4,602,409

Non-controlling interest (6,467) 99,718

total comprehensive (expense)/income for the year (11,049,498) 4,702,127

Basic and diluted (loss)/earnings per ordinary share (sen) 24 (1.81) 0.76

CONSOLIDATED STATEMENT OF PROFIT OR LOSSAND OTHER COMPREHENSIVE INCOMEFor the year ended 30 June 2014



attributable to owners of the company

non-distributable

sharecapital

Warrant reserve

translationreserve

share option

reserveaccumulated

losses total

non-controlling

intereststotal

equity

rM rM rM rM rM rM rM rM

at 1 July 2012 54,473,317 8,070,177 202,832 - (28,886,253) 33,860,073 (203,047) 33,657,026

Profit for the year representing total comprehensive income for the year - - - - 4,602,409 4,602,409 99,718 4,702,127

at 30 June 2013/1 July 2013 54,473,317 8,070,177 202,832 - (24,283,844) 38,462,482 (103,329) 38,359,153

Other comprehensive expense for the year

Foreign currency translation differences in a foreign operation - - (720) - - (720) - (720)

Loss for the year - - - - (11,042,311) (11,042,311) (6,467) (11,048,778)

Total comprehensive expense for the year - - (720) - (11,042,311) (11,043,031) (6,467) (11,049,498)

Transactions with owners of the Company

Share-based payment transactions - - - 856,960 - 856,960 - 856,960

at 30 June 2014 54,473,317 8,070,177 202,112 856,960 (35,326,155) 28,276,411 (109,796) 28,166,615


CONSOLIDATED STATEMENT OFCHANGES IN EQUITYFor the year ended 30 June 2014


note 2014 2013

rM rM

cash flows from operating activities

(Loss)/Profit before tax from continuing operations (10,730,213) 1,990,687

Adjustments for :

Depreciation of property, plant and equipment 3 327,703 188,243

Depreciation of investment properties 4 55,989 2,900

Share of results of associates, net of tax 37,346 32,508

Gain on disposal of :

- plant and equipment 19 (16,583) (2,997)

- a subsidiary 19 (799,824) -

Loss on disposal of other investments 29 -

Finance costs 22 2,606,839 1,104,109

Finance income 19 (122,518) (186,231)

Write off of plant and equipment 80,617 -

Share-based payment transactions 856,960 -

Operating (loss)/profit before changes in working capital (7,703,655) 3,129,219

Changes in working capital :

Trade and other receivables (4,218,131) (23,894,144)

Trade and other payables 2,960,303 20,950,511

Cash (used in)/generated from operations (8,961,483) 185,586

Income tax paid (97,670) (43,038)

net cash (used in)/from operating activities (9,059,153) 142,548

cash flows from investing activities

Withdrawal/(Placement) of deposits pledged 886,940 (126,229)

Proceeds from disposal of :

- a subsidiary, net of cash and cash equivalents disposed 28 4,799,824 -

- plant and equipment 24,120 3,000

Purchase of property, plant and equipment A (6,862,152) (148,441)

Interest received 122,518 186,231

Purchase of investment property 4 (2,447,610) -

net cash used in investing activities (3,476,360) (85,439)

cash flows from financing activities

Interest paid (2,606,839) (1,104,109)

Drawdown of bank borrowings, net 9,531,011 2,155,535

Repayment of finance lease liabilities (165,942) (98,595)

net cash from financing activities 6,758,230 952,831

Net (decrease)/increase in cash and cash equivalents (5,777,283) 1,009,940

Cash and cash equivalents at 1 July 2,513,814 1,503,874

cash and cash equivalents at 30 June B (3,263,469) 2,513,814

CONSOLIDATED STATEMENT OF CASH FLOWSFor the year ended 30 June 2014


note

A. Purchase of property, plant and equipment During the year, the Group acquired property, plant and equipment with an aggregate cost of RM15,970,712 (2013 :

RM148,441) of which RM516,783 (2013 : RM Nil) was acquired by means of finance lease and RM8,591,777 (2013 : RM Nil) is owing to the vendor of the property (Note 15.2(iii)).

B. Cash and cash equivalents

Cash and cash equivalents included in the consolidated statement of cash flows comprise the following consolidated statement of financial position amounts :

note 2014 2013

rM rM

Deposits placed with licensed banks 10 3,350,893 5,248,189

Cash and bank balances 10 2,695,486 1,503,458

Bank overdrafts 14 (5,958,955) -

87,424 6,751,647

Less: Deposits pledged 10 (3,350,893) (4,237,833)

(3,263,469) 2,513,814

CONSOLIDATED STATEMENT OF CASH FLOWS Cont’dFor the year ended 30 June 2014



note 2014 2013

rM rM

assets

Property, plant and equipment 3 287,873 324,492

Investment in subsidiaries 5 36,181,349 35,900,069

Investment in associates 6 329,701 329,701

Deferred tax assets 8 329,000 -

total non-current assets 37,127,923 36,554,262

Trade and other receivables 9 20,781,439 18,282,114

Cash and cash equivalents 10 134,612 1,395,311

total current assets 20,916,051 19,677,425

total assets 58,043,974 56,231,687

equity

Share capital 12 54,473,317 54,473,317

Reserves 13 2,113,918 672,677

total equity attributable to owners of the company 56,587,235 55,145,994

liabilities


total non-current liabilities 80,715 69,144


Trade and other payables 15 1,334,057 982,355

Current tax payables - 2,190

total current liabilities 1,376,024 1,016,549

total liabilities 1,456,739 1,085,693

total equity and liabilities 58,043,974 56,231,687

STATEMENT OF FINANCIAL POSITIONAs at 30 June 2014



note 2014 2013

rM rM

continuing operations

Revenue 17 5,489,984 4,276,164

Administrative expenses (5,131,582) (3,734,746)

Other operating expenses (100,266) (236,813)

Other operating income 100 -

results from operating activities 258,236 304,605

Finance income 7,471 39,572

Finance costs 22 (4,368) (6,087)

Profit before tax 19 261,339 338,090

Tax income/(expense) 23 322,942 (54,050)

Profit for the year representing total comprehensive income for the year 584,281 284,040

STATEMENT OF PROFIT OR LOSSAND OTHER COMPREHENSIVE INCOMEFor the year ended 30 June 2014



attributable to owners of the company

non-distributable

sharecapital

shareoption

reserveWarrant reserve

accumulated losses total

rM rM rM rM rM

at 1 July 2012 54,473,317 - 8,070,177 (7,681,540) 54,861,954

Profit for the year representing total comprehensive income for the year - - - 284,040 284,040

at 30 June 2013/1 July 2013 54,473,317 - 8,070,177 (7,397,500) 55,145,994

Profit for the year representing total comprehensive income for the year - - - 584,281 584,281

Transactions with owners of the Company

Share-based payment transactions - 856,960 - - 856,960

at 30 June 2014 54,473,317 856,960 8,070,177 (6,813,219) 56,587,235

STATEMENT OF CHANGES IN EQUITYFor the year ended 30 June 2014



note 2014 2013

rM rM

cash flows from operating activities

Profit before tax from continuing operations 261,339 338,090

Adjustments for :

Depreciation of plant and equipment 3 129,710 41,768

Finance income 19 (7,471) (39,572)

Finance costs 22 4,368 6,087

Loss on disposal of an associate 19 - 20,799

Share-based payment transactions 575,680 -

Write off of plant and equipment 79,967 -

Operating profit before changes in working capital 1,043,593 367,172

Changes in working capital :

Trade and other receivables (2,499,325) 2,185,356

Trade and other payables 351,702 (1,287,371)

Cash (used in)/generated from operations (1,104,030) 1,265,157

Income tax paid (8,248) (2,291)

net cash (used in)/from operating activities (1,112,278) 1,262,866

cash flows from investing activities

Proceeds from disposal of an associate - 1

Purchase of plant and equipment A (111,276) (71,160)

Interest received 7,471 39,572

net cash used in investing activities (103,805) (31,587)

cash flows from financing activities

Interest paid (4,368) (6,087)

Repayment of finance lease liabilities (40,248) (30,285)

net cash used in financing activities (44,616) (36,372)

Net (decrease)/increase in cash and cash equivalents (1,260,699) 1,194,907

Cash and cash equivalents at 1 July 1,395,311 200,404

cash and cash equivalents at 30 June B 134,612 1,395,311

STATEMENT OF CASH FLOWSFor the year ended 30 June 2014


note

A. Purchase of plant and equipment

During the financial year, the Company acquired plant and equipment with an aggregate cost of RM173,058 (2013 : RM71,160) of which RM61,782 (2013 : RM Nil) was acquired by means of finance lease.

B. Cash and cash equivalents

Cash and cash equivalents included in the statement of cash flows comprise the following statement of financial position amounts :

note 2014 2013

rM rM

Deposit placed with a licensed bank 10 - 1,010,356

Cash and bank balances 10 134,612 384,955

134,612 1,395,311

STATEMENT OF CASH FLOWS Cont’dFor the year ended 30 June 2014



NOTES TO THE AMENDED FINANCIAL STATEMENTS

YFG Berhad is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the Main Market of Bursa Malaysia Securities Berhad. The addresses of the principal place of business and registered office of the Company are as follows :

Principal place of business

No.6, Jalan Tiang U8/92Perindustrian Bukit Jelutong Seksyen U840150 Shah AlamSelangor Darul Ehsan

registered office

Unit No.203, 2nd FloorBlock C, Damansara IntanNo.1, Jalan SS20/2747400 Petaling JayaSelangor Darul Ehsan

The consolidated amended financial statements of the Company as at and for the financial year ended 30 June 2014 comprise the Company and its subsidiaries (together referred to as the “Group” and individually referred to as “Group entities”) and the Group’s interest in associates. The amended financial statements of the Company as at and for the financial year ended 30 June 2014 do not include other entities.

The Company is principally engaged in investment holding and provision of management services, whilst the principal activities of the subsidiaries are as stated in Note 5 to the amended financial statements.

These amended financial statements were authorised for issue by the Board of Directors on 5 November 2014. As disclosed in Note 33, these amended financial statements superseded the previous financial statements which were authorised for issue by the Board of Directors on 30 October 2014.

1. Basis of PreParation

(a) statement of compliance

The amended financial statements of the Group and of the Company have been prepared in accordance with Malaysian Financial Reporting Standards (“MFRS”), International Financial Reporting Standards and the Companies Act, 1965 in Malaysia.

The following are accounting standards, amendments and interpretations that have been issued by the Malaysian Accounting Standards Board (“MASB”) but have not been adopted by the Group and the Company:

MFRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2014

l Amendments to MFRS 10, Consolidated Financial Statements: Investment Entities l Amendments to MFRS 12, Disclosure of Interests in Other Entities: Investment Entities l Amendments to MFRS 127, Separate Financial Statements (2011): Investment Entities l Amendments to MFRS 132, Financial Instruments: Presentation - Offsetting Financial Assets and Financial

Liabilities l Amendment to MFRS 136, Impairment of Assets - Recoverable Amount Disclosures for Non-Financial

Assets l Amendments to MFRS 139, Financial Instruments : Recognition and Measurement - Novation of

Derivatives and Continuation of Hedge Accounting l IC Interpretation 21, Levies*


NOTES TO THE AMENDED FINANCIAL STATEMENTS Cont’d

1. Basis of PreParation Cont’d

(a) statement of compliance Cont’d

MFRSs, Interpretations and amendments effective for annual periods beginning on or after 1 July 2014

l Amendments to MFRS 1, First-time Adoption of Malaysian Financial Reporting Standards (Annual Improvements 2011-2013 Cycle)

l Amendments to MFRS 2, Share-based Payment (Annual Improvements 2010-2012 Cycle) l Amendments to MFRS 3, Business Combinations (Annual Improvements 2010-2012 Cycle and 2011-

2013 Cycle) l Amendments to MFRS 8, Operating Segments (Annual Improvements 2010-2012 Cycle) l Amendments to MFRS 13, Fair Value Measurement (Annual Improvements 2010-2012 Cycle and 2011-

2013 Cycle) l Amendments to MFRS 116, Property, Plant and Equipment (Annual Improvements 2010-2012 Cycle) l Amendments to MFRS 119, Employee Benefits – Defined Benefit Plans: Employee Contributions l Amendments to MFRS 124, Related Party Disclosures (Annual Improvements 2010-2012 Cycle) l Amendments to MFRS 138, Intangible Assets (Annual Improvements 2010-2012 Cycle)* l Amendments to MFRS 140, Investment Property (Annual Improvements 2011-2013 Cycle)


l MFRS 14, Regulatory Deferral Accounts#

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

l Amendments to MFRS 11, Accounting for Acquisitions of Interests in Joint Operations#

l Amendments to MFRS 116 and MFRS 114, Agriculture : Bearer Plants#


l MFRS 15, Revenue for Contracts with Customers

MFRSs, Interpretations and amendments effective for a date yet to be confirmed l MFRS 9, Financial Instruments (2009) l MFRS 9, Financial Instruments (2010) l MFRS 9, Financial Instruments – Hedge Accounting and Amendments to MFRS 9, MFRS 7 and MFRS

139 l Amendments to MFRS 7, Financial Instruments: Disclosures – Mandatory Effective Date of MFRS 9 and

Transition Disclosures

The Group and the Company plan to apply the abovementioned accounting standards, amendments and interpretations:

l from the annual period beginning on 1 July 2014 for those accounting standards, amendments or interpretations that are effective for annual periods beginning on or after 1 January 2014 and 1 July 2014 except for those marked “*” which are not applicable to the Group and the Company.

l from the annual period beginning on 1 July 2016 for those accounting standards, amendments or interpretations that are effective for annual periods beginning on or after 1 January 2016 except for those marked “#” which are not applicable to the Group and the Company.

l from the annual period beginning on 1 July 2017 for those accounting standards, amendments or interpretations that are effective for annual periods beginning on or after 1 January 2017.




(a) statement of compliance Cont’d

The initial application of the above-mentioned accounting standards, amendments and interpretations are not expected to have any material financial impacts to the financial statements of the Group and of the Company except as mentioned below:

Mfrs 15, Revenue from Contracts with Customers

MFRS 15 replaces MFRS 118, Revenue and introduces a new revenue recognition model for contracts with customers and new disclosure requirements. The adoption of MFRS 15 will result in a change in accounting policy. The Group is currently assessing the financial impact that may arise from the adoption of MFRS 15.

(b) Basis of measurement

The amended financial statements of the Group and of the Company have been prepared on the historical cost basis, except as those disclosed in Note 2 and on the assumption that the Group and the Company are going concerns.

The Group incurred a loss of RM11,048,778 for the year ended 30 June 2014.

Subsequent to the financial year end as disclosed in Note 27 to the amended financial statements, a contract customer of a development project has called upon the performance bond of a subsidiary of the Company in the form of a Banker’s Guarantee amounting to RM5,736,377 for alleged delay in the completion of the project. On 17 July 2014, the subsidiary received a Notice of Termination as a contractor for the said project. The subsidiary is challenging the termination and negotiations with the contract customer are on-going.

Arising from the termination, there will be potential delay of payments of the trade amounts owing by the contract customer and also amount due from contract customer amounting to approximately RM29,000,000 as at 30 June 2014.

The above events have placed a strain on the Group’s and the Company’s cash flows and may affect their normal operations and ability to attain sufficient positive cash flows in the future to fulfill their obligations as and when they fall due. These have cast significant doubt upon the Group’s and the Company’s ability to continue as a going concern.

The amended financial statements of the Group and the Company have been prepared on a going concern basis which is dependent on the continuing financial support from their bankers and creditors and the ability of the Group to secure and complete profitable construction contracts. The Directors are of the view that the business plan in place and the success of challenging the above contract termination and future fund raising exercises will provide sufficient cash flows to the Group and the Company, and with the continued support of the Group’s and Company’s bankers and creditors, the going concern basis of preparation is appropriate.

Without such financial support and the achievement of sufficient positive cash flows by the Group and the Company, they may be unable to realise their assets and discharge their liabilities in the normal course of business. Consequently, adjustments may be required to the recoverability and classification of recorded asset amounts or to amounts and classification of liabilities.

(c) functional and presentation currency

These amended financial statements are presented in Ringgit Malaysia (“RM”), which is the Company’s functional currency. All financial information is presented in RM, unless otherwise stated.

(d) use of estimates and judgements

The preparation of the amended financial statements in conformity with MFRSs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.




(d) use of estimates and judgements Cont’d

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

There are no significant areas of estimation uncertainty and critical judgements in applying accounting policies that have significant effect on the amounts recognised in the amended financial statements other than as disclosed in Note 1(b) - going concern basis of preparation, Note 2(n)(i) - revenue recognition on construction contracts, Note 8 - recognition of deferred tax assets and Note 9 - impairment on trade and other receivable.

2. siGnificant accountinG Policies

The accounting policies set out below have been applied consistently to the periods presented in these amended financial statements and have been applied consistently by Group entities, unless otherwise stated.

(a) Basis of consolidation

(i) subsidiaries

Subsidiaries are entities, including unincorporated entities, controlled by the Company. The financial statements of subsidiaries are included in the consolidated amended financial statements from the date that control commences until the date control ceases.

The Group adopted MFRS 10, Consolidated Financial Statements in the current financial year. This resulted in changes to the following policies:

l Control exists when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. In the previous financial years, control exists when the Group has the ability to exercise its power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

l Potential voting rights are considered when assessing control only when such rights are substantive. In the previous financial years, potential voting rights are considered when assessing control when such rights are presently exercisable.

l The Group considers it has de facto power over an investee when, despite not having the majority of voting rights, it has the current ability to direct the activities of the investee that significantly affect the investee’s return. In the previous financial years, the Group did not consider de facto power in its assessment of control.

The change in accounting policy has been made retrospectively and in accordance with the transitional provision of MFRS 10. The adoption of MFRS 10 has no significant impact to the amended financial statements of the Group.

Investments in subsidiaries are measured in the Company’s statement of financial position at cost less any impairment losses, unless the investment is classified as held for sale or distribution. The cost of investments includes transaction costs.

(ii) Business combinations

Business combinations are accounted for using the acquisition method from the acquisition date, which is the date on which control is transferred to the Group.



2. siGnificant accountinG Policies Cont’d

(a) Basis of consolidation Cont’d

(ii) Business combinations Cont’d

For new acquisitions, the Group measures the cost of goodwill at the acquisition date as:

l the fair value of the consideration transferred; plus l the recognised amount of any non-controlling interests in the acquiree; plus l if the business combination is achieved in stages, the fair value of the existing equity interest in the

acquiree; less l the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities

assumed.

When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss.

For each business combination, the Group elects whether it measures the non-controlling interests in the acquiree either at fair value or at the proportionate share of the acquiree’s identifiable net assets at the acquisition date.

Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred.

(iii) acquisitions of non-controlling interests The Group treats all changes in its ownership interest in a subsidiary that do not result in a loss of control

as equity transactions between the Group and its non-controlling interest holders. Any difference between the Group’s share of net assets before and after the change, and any consideration received or paid, is adjusted to or against Group reserves.

(iv) loss of control Upon the loss of control of a subsidiary, the Group derecognises the assets and liabilities of the former

subsidiary, any non-controlling interests and the other components of equity related to the former subsidiary. Any surplus or deficit arising on the loss of control is recognised in profit or loss. If the Group retains any interest in the former subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently it is accounted for as an equity-accounted investee or as an available-for-sale financial asset depending on the level of influence retained.

(v) associates

Associates are entities, including unincorporated entities, in which the Group has significant influence, but not control, over the financial and operating policies.

Investments in associates are accounted for in the consolidated amended financial statements using the equity method less any impairment losses, unless it is classified as held for sale or distribution. The cost of the investment includes transaction costs. The consolidated financial statements include the Group’s share of the profit or loss and other comprehensive income of the associates, after adjustments if any, to align the accounting policies with those of the Group, from the date that significant influence commences until the date that significant influence ceases.

When the Group’s share of losses exceeds its interest in an associate, the carrying amount of that interest including any long-term investments is reduced to zero, and the recognition of further losses is discontinued except to the extent that the Group has an obligation or has made payments on behalf of the associate.




(a) Basis of consolidation Cont’d

(v) associates Cont’d When the Group ceases to have significant influence over an associate, any retained interest in the

former associate at the date when significant influence in lost is measured at fair value and this amount is regarded as the initial carrying amount of a financial asset. The difference between the fair value of any retained interest plus proceeds from the interest disposed of and the carrying amount of the investment at the date when equity method is discontinued is recognised in the profit or loss.

When the Group’s interest in an associate decreases but does not result in a loss of significant influence, any retained interest is not re-measured. Any gain or loss arising from the decrease in interest is recognised in profit or loss. Any gains or losses previously recognised in other comprehensive income are also reclassified proportionately to profit or loss if that gain or loss would be required to be reclassified to profit or loss on the disposal of the related assets or liabilities.

Investments in associates are measured in the Company’s statement of financial position at cost less any impairment losses, unless the investment is classified as held for sale or distribution. The cost of the investments includes transaction costs.

(vi) non-controlling interests

Non-controlling interests at the end of the reporting period, being the equity in a subsidiary not attributable directly or indirectly to the equity holders of the Company, are presented in the consolidated statement of financial position and statement of changes in equity within equity, separately from equity attributable to the owners of the Company. Non-controlling interests in the results of the Group is presented in the consolidated statement of profit or loss and other comprehensive income as an allocation of the profit or loss and the comprehensive income for the year between non-controlling interests and owners of the Company.

Losses applicable to the non-controlling interests in a subsidiary are allocated to the non-controlling interests even if doing so causes the non-controlling interests to have a deficit balance.

(vii) transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated amended financial statements.

Unrealised gains arising from transactions with equity-accounted associates are eliminated against the investment to the extent of the Group’s interest in the associates. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

(b) foreign currency

(i) foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions.

Monetary assets and liabilities denominated in foreign currencies at the end of the reporting period are retranslated to the functional currency at the exchange rate at that date.

Non-monetary assets and liabilities denominated in foreign currencies are not retranslated at the end of the reporting date except for those that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined.

Foreign currency differences arising on retranslation are recognised in profit or loss.




(b) foreign currency Cont’d

(ii) operations denominated in functional currencies other than ringgit Malaysia

The assets and liabilities of operations denominated in functional currencies other than RM, including goodwill and fair value adjustments arising on acquisition, are translated to RM at exchange rates at the end of the reporting period, except for goodwill and fair value adjustments arising from business combinations before 1 July 2011 which are treated as assets and liabilities of the Company. The income and expenses of foreign operations, are translated to RM at exchange rates at the dates of the transactions.

Foreign currency differences are recognised in other comprehensive income and accumulated in the foreign currency translation reserve (FCTR) in equity. However, if the operation is a non-wholly-owned subsidiary, then the relevant proportionate share of the translation difference is allocated to the non-controlling interests. When a foreign operation is disposed of such that control, significant influence or joint control is lost, the cumulative amount in the FCTR related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal.

When the Group disposes of only part of its interest in a subsidiary that includes a foreign operation, the

relevant proportion of the cumulative amount is reattributed to non-controlling interests. When the Group disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

In the consolidated amended financial statements, when settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign exchange gains and losses arising from such a monetary item are considered to form part of a net investment in a foreign operation and are recognised in other comprehensive income, and are presented in the FCTR in equity.

(c) financial instruments

(i) initial recognition and measurement

A financial asset or a financial liability is recognised in the statement of financial position when, and only when, the Group or the Company becomes a party to the contractual provisions of the instrument.

A financial instrument is recognised initially, at its fair value plus, in the case of a financial instrument not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial instrument.

An embedded derivative is recognised separately from the host contract and accounted for as a derivative if, and only if, it is not closely related to the economic characteristics and risks of the host contract and the host contract is not categorised at fair value through profit or loss. The host contract, in the event an embedded derivative is recognised separately, is accounted for in accordance with policy applicable to the nature of the host contract.

(ii) financial instrument categories and subsequent measurement

The Group and the Company categorise financial instruments as follows:

Financial assets

(a) Loans and receivables

Loans and receivables category comprises debt instruments that are not quoted in an active market.

Financial assets categorised as loans and receivables are subsequently measured at amortised cost using the effective interest method.




(c) financial instruments Cont’d

(ii) financial instrument categories and subsequent measurement Cont’d

Financial assets Cont’d

(b) Available-for-sale financial assets

Available-for-sale category comprises investment in equity and debt securities instruments that are not held for trading.

Investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are measured at cost. Other financial assets categorised as available-for-sale are subsequently measured at their fair values with the gain or loss recognised in other comprehensive income, except for impairment losses, foreign exchange gains and losses arising from monetary items and gains and losses of hedged items attributable to hedge risks of fair value hedges which are recognised in profit or loss. On derecognition, the cumulative gain or loss recognised in other comprehensive income is reclassified from equity into profit or loss. Interest calculated for a debt instrument using the effective interest method is recognised in profit or loss.

All financial assets, except for those measured at fair value through profit or loss, are subject to review for impairment (see Note 2(i)(i)).

Financial liabilities

All financial liabilities are subsequently measured at amortised cost other than those categorised as fair value through profit or loss.

(iii) financial guarantee contracts

A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due in accordance with the original or modified terms of a debt instrument.

Fair value arising from financial guarantee contracts is classified as deferred income and is amortised

to profit or loss using a straight-line method over the contractual period or, when there is no specified contractual period, recognised in profit or loss upon discharge of the guarantee. When settlement of a financial guarantee contract becomes probable, an estimate of the obligation is made. If the carrying value of the financial guarantee contract is lower than the obligation, the carrying value is adjusted to the obligation amount and accounted for as a provision.

(iv) 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 the 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.




(d) Property, plant and equipment

(i) recognition and measurement

Items of property, plant and equipment are measured at cost less any accumulated depreciation and any accumulated impairment losses.

Cost includes expenditures that are directly attributable to the acquisition of the asset and any other costs directly attributable to bringing the asset to working condition for its intended use, and the costs of dismantling and removing the items and restoring the site on which they are located. The cost of self-constructed assets also includes the cost of materials and direct labour. For qualifying assets, borrowing costs are capitalised in accordance with the accounting policy on borrowing costs. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.

The cost of property, plant and equipment recognised as a result of a business combination is based on fair value at acquisition date and in accordance to Note 2(t).

When significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

The gain or loss on disposal of an item of property, plant and equipment is determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and is recognised net within “other operating income” or “other operating expenses” respectively in profit or loss.

(ii) subsequent costs

The cost of replacing a component of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the component will flow to the Group or the Company, and its cost can be measured reliably. The carrying amount of the replaced component is derecognised to profit or loss. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.

(iii) depreciation

Depreciation is based on the cost of an asset less its residual value. Significant components of individual assets are assessed, and if a component has a useful life that is different from the remainder of that asset, then that component is depreciated separately.

Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment. Leased assets are depreciated over shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Property, plant and equipment under construction are not depreciated until the assets are ready for their intended use.

The depreciation rates for the current and comparative periods based on their estimated useful lives are as follows:

Tools and equipment 10% - 20%Furniture, fixtures and equipment 10% - 20%Motor vehicles 10% - 20%Renovation 10%

Depreciation methods, useful lives and residual values are reviewed at the end of the reporting period and adjusted as appropriate.




(e) leased assets

(i) finance lease

Leases in terms of which the Group or the Company assumes substantially all the risks and rewards of ownership are classified as finance leases. Upon initial recognition, the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset.

Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent lease payments are accounted for by revising the minimum lease payments over the remaining term of the lease when the lease adjustment is confirmed.

Leasehold land which in substance is a finance lease is classified as property, plant and equipment, or as investment property if held to earn rental income or for capital appreciation or for both.

(ii) operating lease

Leases, where the Group or the Company does not assume substantially all the risks and rewards of ownership are classified as operating leases and, except for property interest held under operating lease, the leased assets are not recognised in the statement of financial position. Property interest held under an operating lease, which is held to earn rental income or for capital appreciation or both, is classified as investment property.

Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives received are recognised in profit or loss as an integral part of the total lease expense, over the term of the lease. Contingent rentals are charged to profit or loss in the reporting period in which they are incurred.

Leasehold land which in substance is an operating lease is classified as prepaid lease payments.

(f) investment property

Investment properties are properties which are owned or held under a finance leasehold interest to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services or for administrative purposes. These include freehold land and leasehold land which in substance is a finance lease held for a currently undetermined future use.

Investment properties are measured at cost less accumulated depreciation and any accumulated impairment losses, consistent with the accounting policy for property, plant and equipment as stated in Note 2(d).

Cost includes expenditure that is directly attributable to the acquisition of the investment property. The cost of self-constructed investment property includes the cost of materials and direct labour, any other costs directly attributable to bringing the investment property to a working condition for their intended use and capitalised borrowing costs.

Transfers between investment property, property, plant and equipment and inventories do not change the carrying amount and the cost of the property transferred.

Depreciation is recognised in profit or loss on a straight-line basis over the remaining lease periods for leasehold land.

An investment property is derecognised on its disposal, or when it is permanently withdrawn from use and no future economic benefits are expected from its disposal. The difference between the net disposal proceeds and the carrying amount is recognised in profit or loss in the period in which the item is derecognsied.




(g) construction work-in-progress

Construction work-in-progress represents the gross unbilled amount expected to be collected from customers for contract work performed to date. It is measured at cost plus profit recognised to date less progress billings and recognised losses. Cost includes all expenditure related directly to specific projects and an allocation of fixed and variable overheads incurred in the Group’s contract activities based on normal operating capacity. For qualifying contracts, borrowing costs are capitalised in accordance with the accounting policy on borrowing costs.

Construction work-in-progress is presented as part of trade and other receivables as amount due from contract customers in the statement of financial position for all contracts in which costs incurred plus recognised profits exceed progress billings. If progress billings exceed costs incurred plus recognised profits, then the difference is presented as amount due to contract customers which is part of the deferred income in the statement of financial position. An allowance for impairment loss is made for amount due from contract customer if its recoverability is in doubt.

(h) cash and cash equivalents Cash and cash equivalents consist of cash on hand, balances and deposits with banks and highly liquid

investments which have an insignificant risk of changes in fair value with original maturities of three months or less and used by the Group and the Company in the management of their short term commitments. For the purpose of the statement of cash flows, cash and cash equivalents are presented net of bank overdrafts and pledged deposits.

(i) impairment

(i) financial assets

All financial assets (except for investments in subsidiaries and investment in associates) are assessed at each reporting date 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. Losses expected as a result of future events, no matter how likely, are not recognised. For an investment in equity instrument, a significant or prolonged decline in the fair value below its cost is an objective evidence of impairment. If any such objective evidence exists, then the impairment loss of the financial asset is estimated.

An impairment loss in respect of loans and receivables 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 asset’s original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account.

An impairment loss in respect of available-for-sale financial assets is recognised in profit or loss and is measured as the difference between the asset’s acquisition cost (net of any principal repayment and amortisation) and the asset’s current fair value, less any impairment loss previously recognised. Where a decline in the fair value of an available-for-sale financial asset has been recognised in the other comprehensive income, the cumulative loss in other comprehensive income is reclassified from equity to profit or loss.

An impairment loss in respect of unquoted equity instrument that is carried at cost is recognised in profit or loss and is measured as the difference between the financial asset’s carrying amount and the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset.

Impairment losses recognised in profit or loss for an investment in an equity instrument classified as available-for-sale is not reversed through profit or loss.

If, in a subsequent period, the fair value of a debt instrument increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in profit or loss, the impairment loss is reversed, to the extent that the asset’s carrying amount does not exceed what the carrying amount would have been had the impairment not been recognised at the date the impairment is reversed. The amount of the reversal is recognised in profit or loss.




(i) impairment Cont’d

(ii) other assets

The carrying amounts of other assets (except for amount due from contract customers and deferred tax asset) are reviewed at the end of each reporting period to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash-generating unit.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs of disposal. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or cash-generating unit.

An impairment loss is recognised if the carrying amount of an asset or its related cash-generating unit exceeds its estimated recoverable amount.

Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of cash-generating units are allocated to reduce the carrying amount of other assets in the cash-generating unit (groups of cash-generating units) on a pro rata basis.

An impairment loss recognised in prior periods are assessed at the end of each reporting period for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount since the last impairment loss was recognised. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. Reversals of impairment losses are credited to profit or loss in the financial year in which the reversals are recognised.

(j) equity instruments

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

(i) issue expenses

Costs directly attributable to issue of instruments classified as equity are recognised as a deduction from equity.

(ii) ordinary shares Ordinary shares are classified as equity.

(k) employee benefits

(i) short-term employee benefits

Short-term employee benefit obligations in respect of salaries, annual bonuses, paid annual leave and sick leave are measured on an undiscounted basis and are expensed as the related service is provided.

A liability is recognised for the amount expected to be paid under short term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.




(k) employee benefits Cont’d

(ii) state plans

The Group’s contributions to statutory pension funds are charged to profit or loss in the financial year to which they relate. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available.

(iii) share-based payment transactions

The grant date fair value of share-based payment granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that meet the related service and non-market performance conditions at the vesting date.

For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

The fair value of employee share options is measured using a binomial lattice model. Measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic volatility adjusted for changes expected due to publicly available information), weighted average expected life of the instruments (based on historical experience and general option holder behaviour), expected dividends, and the risk-free interest rate (based on government bonds). Service and non-market performance conditions attached to the transactions are not taken into account in determining fair value.

(l) Provisions

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost.

(m) contingent liabilities

Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is not recognised in the statements of financial position and is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events, are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.

(n) revenue and other income (i) construction contracts Contract revenue includes the initial amount agreed in the contract plus any variations in contract work,

claims and incentive payments, to the extent that it is probable that they will result in revenue and can be measured reliably. As soon as the outcome of a construction contract can be estimated reliably, contract revenue and contract cost are recognised in profit or loss in proportion to the stage of completion of the contract. Contract expenses are recognised as incurred unless they create an asset related to future contract activity.

The stage of completion is assessed by reference to the proportion that contract costs incurred for work performed to-date bear to the estimated total contract costs.




(n) revenue and other income Cont’d (i) construction contracts Cont’d

Significant estimation is involved in determining the costs to completion of the contract of the Group as at the reporting date, which has a bearing on the computation of the state of completion.

When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised only to the extent of contract costs incurred that are likely to be recoverable. An expected loss on a contract is recognised immediately in profit or loss.

(ii) Maintenance services

Revenue from maintenance services is recognised when the services are rendered and upon customers’ acceptance.

(iii) Management services

Revenue from management services is recognised when the services are rendered.

(iv) interest income

Interest income is recognised as it accrues using the effective interest method in profit or loss except for interest income arising from temporary investment of borrowings taken specifically for the purpose of obtaining a qualifying asset which is accounted for in accordance with the accounting policy on borrowing costs.

(v) rental income

Rental income is recognised in profit or loss on a straight-line basis over the term of the lease.

(vi) dividend income

Dividend income is recognised in profit or loss on the date that the Group’s or the Company’s right to receive payment is established, which in the case of quoted securities is the ex-dividend date.

(o) Borrowing costs

Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method.

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised as part of the cost of those assets.

The capitalisation of borrowing costs as part of the cost of a qualifying asset commences when expenditure for the asset is being incurred, borrowing costs are being incurred and activities that are necessary to prepare the asset for its intended use or sale are in progress. Capitalisation of borrowing costs is suspended or ceases when substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are interrupted or completed.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.




(p) income tax

Income tax expense comprises current and deferred tax. Current tax and deferred tax is recognised in profit or loss except to the extent that it relates to a business combination or items recognised directly in equity or other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted by the end of the reporting period, and any adjustment to tax payable in respect of previous financial years.

Deferred tax is recognised using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities in the statement of financial position and their tax bases. Deferred tax is not recognised for the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised. Deferred tax assets are reviewed at the end of each reporting period and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

(q) earnings per share The Group presents basic and diluted earnings per share data for its ordinary shares (“EPS”).

Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period, adjusted for own shares held.

Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding adjusted for own shares held for the effects of dilutive potential ordinary shares, which comprise warrants and share option reserves.

(r) 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, which in this case is the Managing Director of the Group, to make decisions about resources to be allocated to the segment and to assess its performance, and for which discrete financial information is available.

(s) Warrant reserve

Fair values from the issuance of warrants are credited to warrant reserve which is non-distributable. When the warrants are exercised or expired, the warrant reserve will be transferred to another reserve account within equity.




(t) fair value measurement

From 1 July 2013, the Group adopted MFRS 13, Fair Value Measurement which prescribed that fair value of an asset or a liability, except for share-based payment and lease transactions, is determined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The measurement assumes that the transaction to sell the asset or transfer the liability 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 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.

In accordance with the transitional provision of MFRS 13, the Group applied the new fair value measurement guidance prospectively, and has not provided any comparative fair value information for new disclosures. The adoption of MFRS 13 has not significantly affected the measurements of the Group’s assets or liabilities other than the additional disclosures.

3. ProPerty, Plant and equiPMent

freehold land Buildings

tools and equipment

furniture, fixtures and

equipment Motor

vehicles renovation total

rM rM rM rM rM rM rM

Group

cost

At 1 July 2012 - - 168,003 4,056,538 904,389 1,391,390 6,520,320

Additions - - 57,150 91,291 - - 148,441

Disposals - - (50,000) (16,400) - - (66,400)

At 30 June 2013/1 July 2013 - - 175,153 4,131,429 904,389 1,391,390 6,602,361

Additions 7,350,000 6,335,268 441,200 554,123 236,121 1,054,000 15,970,712

Disposals - - - (64,317) (144,952) - (209,269)

Write off - - - (1,687,562) - (1,391,390) (3,078,952)

At 30 June 2014 7,350,000 6,335,268 616,353 2,933,673 995,558 1,054,000 19,284,852



3. ProPerty, Plant and equiPMent Cont’d

freehold land Buildings

tools and equipment


equipment Motor


rM rM rM rM rM rM rM

Group

accumulated depreciation

At 1 July 2012 - - 167,203 3,928,778 314,901 1,314,559 5,725,441

Depreciation for the year - - 3,501 60,909 141,193 (17,360) 188,243

Disposals - - (49,998) (16,399) - - (66,397)

At 30 June 2013/1 July2013 - - 120,706 3,973,288 456,094 1,297,199 5,847,287

Depreciation for the year - 10,559 19,031 87,096 174,836 36,181 327,703

Disposals - - - (60,552) (141,180) - (201,732)

Write off - - - (1,675,416) - (1,322,919) (2,998,335)

At 30 June 2014 - 10,559 139,737 2,324,416 489,750 10,461 2,974,923

carrying amounts

At 1 July 2012 - - 800 127,760 589,488 76,831 794,879

At 30 June 2013/1 July2013 - - 54,447 158,141 448,295 94,191 755,074

At 30 June 2014 7,350,000 6,324,709 476,616 609,257 505,808 1,043,539 16,309,929


equipment Motor


rM rM rM rM

company

cost

At 1 July 2012 2,360,375 230,800 1,218,662 3,809,837

Additions 71,160 - - 71,160

At 30 June 2013/1 July 2013 2,431,535 230,800 1,218,662 3,880,997

Additions 105,058 68,000 - 173,058

Write off (1,395,717) - (1,218,662) (2,614,379)

At 30 June 2014 1,140,876 298,800 - 1,439,676



3. ProPerty, Plant and equiPMent Cont’d


equipment Motor


rM rM rM rM

company


At 1 July 2012 2,313,989 50,007 1,150,741 3,514,737

Depreciation for the year 21,077 46,160 (25,469) 41,768

At 30 June 2013/1 July 2013 2,335,066 96,167 1,125,272 3,556,505

Depreciation for the year 42,321 62,026 25,363 129,710

Write off (1,383,777) - (1,150,635) (2,534,412)

At 30 June 2014 993,610 158,193 - 1,151,803

carrying amounts

At 1 July 2012 46,386 180,793 67,921 295,100

At 30 June 2013/1 July 2013 96,469 134,633 93,390 324,492

At 30 June 2014 147,266 140,607 - 287,873

3.1 security

The freehold land and building with a carrying amount of RM7,350,000 and RM6,324,709 respectively were charged to the vendor’s licensed bank as at 30 June 2014. Subsequently, the titles have been discharged and the Group is in the process of charging them to a licensed bank for a term loan and banking facilities to be granted to the Group.

3.2 leased plant and equipment Included in the carrying amount of property, plant and equipment are the following assets acquired under

finance lease plans:

Group company

2014 2013 2014 2013

rM rM rM rM

Tools and equipment 432,667 - - -

Motor vehicles 503,634 440,308 140,607 134,633

936,301 440,308 140,607 134,633



4. investMent ProPerties - GrouP

rM

at cost

At 1 July 2012/30 June 2013/1 July 2013 4,284,147

Additions 2,447,610

Disposal of a subsidiary (4,000,000)

Transfer to asset held for sale (417,950)

30 June 2014 2,313,807


At 1 July 2012 43,504

Depreciation charge for the year 2,900

At 30 June 2013/1 July 2013 46,404

Depreciation charge for the year 55,989

Transfer to asset held for sale (13,121)

At 30 June 2014 89,272

carrying amounts

At 1 July 2012 4,240,643

At 30 June 2013/1 July 2013 4,237,743

At 30 June 2014 2,224,535

The carrying amounts are represented by :

rM

2014

Leasehold land with unexpired lease period of more than 50 years 234,843

Shop offices 1,989,692

2,224,535

2013

Freehold land 4,000,000

Leasehold land with unexpired lease period of more than 50 years 237,743

4,237,743



4. investMent ProPerties - GrouP Cont’d

The following are recognised in profit or loss in respect of investment properties:

2014 2013

rM rM

Rental income - -

Direct operating expenses:

- non-income generating investment properties 35,620 683

4.1 fair value information

The fair value was based on Directors’ estimation using the latest available market information and recent experience and knowledge in the location and category property being valued. The fair values of investment properties of the Group as at 30 June 2014 are classified as level 3 of fair value hierarchy and determined to be approximately RM2,700,000 (2013 : RM4,235,000).

Estimation uncertainty and key assumptions:

The Directors estimate the fair values of the Group’s investment properties based on the following techniques for the properties:

- Comparison of the Group’s investment properties with similar properties that were listed for sales within the same locality or other comparable localities;

- Enquiries from relevant property valuers and real estate agents on market conditions and changing market trends.

5. investMent in suBsidiaries - coMPany

2014 2013

rM rM

Unquoted shares, at cost 54,734,755 54,734,755

Add: Share-based payment allocated to subsidiaries 281,280 -

Less : Accumulated impairment losses (18,834,686) (18,834,686)

36,181,349 35,900,069



5. investMent in suBsidiaries - coMPany Cont’d

Details of the subsidiaries are as follows:

name of subsidiariescountry of

incorporation

effective ownership interest and voting interest

Principal activities2014 2013

(%) (%)

YFG Engineering Sdn. Bhd. Malaysia 100 100 Provision of electrical and mechanical engineering services

YFG Trolka Sdn. Bhd. Malaysia 100 100 Provision of civil, structural and building construction works

YFG Engineering (Sabah) Sdn. Bhd.

Malaysia 100 100 Provision of electrical and mechanical engineering services in East Malaysia

YFG Land Sdn. Bhd.* Malaysia 100 100 Dormant. Intended for property investment and development

YFG Properties Sdn. Bhd.* Malaysia 100 100 Property and asset management

Techwina Sdn. Bhd.* Malaysia 60 60 Investment holding

YFG Investments Ltd* British Virgin Islands

100 100 Dormant

subsidiaries of yfG engineering sdn. Bhd.:

Oprah Setia Sdn. Bhd.* Malaysia - 100 Disposed of during the year

YFG Facilities Sdn. Bhd.* Malaysia 100 100 Dormant. Intended for provision of engineering, maintenance and facility management services

PJ Indah Engineering (S) Pte. Ltd.*

Republic of Singapore

100 100 Dormant

subsidiary of techwina sdn. Bhd.:

Janaden Sdn. Bhd.* Malaysia 36 36 Dormant

subsidary of Janaden sdn. Bhd.:

Mutiara Indah Power Energy Sdn. Bhd.*

Malaysia 36 36 Dormant

* Subsidiaries not audited by KPMG



6. investMent in associates

2014 2013

rM rM

Group

Unquoted shares, at cost 1,835,407 1,835,407

Less : Accumulated impairment losses (149,587) (149,587)

1,685,820 1,685,820

Share of post-acquisition losses (301,399) (264,053)

1,384,421 1,421,767

company

Unquoted shares, at cost 329,701 329,701

Details of the associates are as follows:

name of associatecountry of

incorporation

effective ownership interest Principal activities

2014 2013

(%) (%)

DKLS-PJI Venture Capital Sdn. Bhd.

Malaysia 30 30 Investment holding

Zhangpu BoahuRunning Water Co. Ltd. #

People’s Republic of

China

30 30 Supply, operations maintenance and maintenance of water treatment plant

# Wholly-owned subsidiary of DKLS-PJI Venture Capital Sdn. Bhd.



6. investMent in associates Cont’d

The following table summarises the information of the Group’s associate, adjusted for any differences in accounting policies and reconciles the information to the carrying amount of the Group’s interest in the associates.

2014 2013

rM rM

Group

2014

summarised financial information *

as at 30 June

Non-current assets 2,070,126 2,326,363

Current assets 2,075,871 2,074,157

Current liabilities (372,963) (503,069)

Net assets 3,773,034 3,897,451

Loss from continuing operations representing total comprehensive expense (124,487) (108,359)

included in the total comprehensive expense is:

Revenue 460,840 476,090

reconciliation of net assets to carrying amount as at 30 June

Group’s share of net assets 1,131,910 1,169,235

Goodwill 252,511 252,511

Others - 21

Carrying amount in the statement of financial position 1,384,421 1,421,767

Group’s share of results

Group’s share of loss from continuing operations representing Group’s share of total comprehensive expense (37,346) (32,508)

* Based on consolidated financial information of DKLS-PJI Venture Capital Sdn. Bhd. and Zhangpu Boahu Running Water Co. Ltd.



7. other investMents - GrouP

total

quoted shares in Malaysia

unquoted shares in Malaysia

rM rM rM

2014

Available-for-sale financial assets - - -

Representing items:

At cost - - -

At fair value - - -

- - -

2013

Available-for-sale financial assets 29 20 9

Representing items:

At cost 9 - 9

At fair value 20 20 -

29 20 9

8. deferred tax assets Recognised deferred tax assets Deferred tax assets are attributable to the following:

2014 2013

rM rM

Group

Tax losses carry-forwards 970,757 2,757,750

Capital allowance carry-forwards 1,534,291 20,250

Provisions 50,000 -

2,555,048 2,778,000

company

Capital allowance carry-forwards 279,000 -

Provisions 50,000 -

329,000 -

Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the Group entities and the Company can utilise the benefits there from. This is highly dependent on the ability of the Group entities to secure and complete profitable construction contracts.



8. deferred tax assets Cont’d

Unrecognised deferred tax assets Deferred tax assets have not been recognised in respect of the following items (stated at gross) :

2014 2013

rM rM

Group

Tax loss carry-forwards 37,025,000 36,064,000

Capital allowances carry-forwards 465,000 679,000

Trade and other receivables 19,248,928 11,947,000

56,738,928 48,690,000

company

Tax loss carry-forwards - 2,154,000

Capital allowances carry-forwards - 361,000

Provisions - 150,000

- 2,665,000

The tax loss carry-forwards and capital allowances carry-forwards do not expire under current tax legislation. Deferred tax assets have not been recognised in respect of these remaining items because it is not probable that sufficient future taxable profit will be available against which the Group entities can utilise the benefit there from.

The comparative figures have been restated to reflect the revised taxable temporary differences, tax loss carry-forwards, capital allowances carry-forwards and provisions available to the Group and the Company.

9. trade and other receivaBles

note 2014 2013

rM rM

Group

trade

Trade receivables 25,922,462 16,205,812

Less : Impairment loss (8,911,892) (6,397,086)

17,010,570 9,808,726

Retention sum 9.1 23,962,672 17,937,887

Amount due from contract customers 9.2 60,919,609 58,912,574

Less : Impairment loss (5,066,796) -

55,852,813 58,912,574

96,826,055 86,659,187



9. trade and other receivaBles Cont’d

note 2014 2013

rM rM

Group

non-trade

Other receivables 9.4 14,378,068 19,735,336

Deposits 1,119,200 2,102,072

Prepayments 395,399 3,996


10,273,844 16,222,581

107,099,899 102,881,768

company

non-trade

Amount due from subsidiaries 9.3 17,859,670 15,512,048

Other receivables 2,807,429 2,650,588

Deposits 4,400 118,667

Prepayments 109,940 811

20,781,439 18,282,114

9.1 The retention sum is unsecured, interest-free and are expected to be collected as follows:

2014 2013

rM rM

Group

Within 1 year 21,308,323 15,283,538

1 - 2 years 2,654,349 2,654,349

23,962,672 17,937,887



9. trade and other receivaBles Cont’d

9.2 Amount due from contract customers

2014 2013

rM rM

Group

Construction work-in-progress

Aggregate costs incurred to date * 481,890,343 356,959,644

Add : Attributable profits 41,279,774 44,127,053

523,170,117 401,086,697

Less : Progress billings (462,250,508) (342,174,123)

60,919,609 58,912,574

* Included in the aggregate costs incurred to date is an amount RM2,445,013 (2013 : RM882,683) being interest expense capitalised.

Included in the amount due from contract customers is RM20,507,985 in respect of an on-going project of a customer of a subsidiary where the performance of the contract has been suspended since the beginning of the financial year. The suspension was due to the inability of the contract customer to secure sufficient funding to continue with the project. Subsequent to the financial year end, the ultimate shareholders of the said contract customer have changed and under these new shareholders, the contract customer is currently under restructuring in order to complete the funding to resume the project. In view of the uncertainty surrounding the project, the subsidiary has provided for impairment loss of RM5,066,796 in 2014 on the amount due from the said contract customer after taking into consideration of the waiver of amount payable to a sub-contractor of RM12,066,117 as disclosed in Note 15.1(ii). No impairment loss was made for the remaining RM3,375,072 as the Directors are of the view that they are recoverable.

9.3 Amount due from subsidiaries

2014 2013

rM rM

company

Amount due from subsidiaries 33,856,532 31,411,636


17,859,670 15,512,048

The non-trade amount due from subsidiaries is unsecured, interest-free and repayable on demand.

9.4 Other receivables

Included in other receivables of the Group is an amount of RM4,980,229 (2013 : RM9,196,798) in respect of advance payment given to certain suppliers.



10. cash and cash equivalents

2014 2013

rM rM

Group

Cash and bank balances 2,695,486 1,503,458

Deposits placed with licensed banks 3,350,893 5,248,189

6,046,379 6,751,647

company

Cash and bank balances 134,612 384,955

Deposit placed with a licensed bank - 1,010,356

134,612 1,395,311

Included in the deposits placed with licensed banks of the Group are RM3,350,893 (2013 : RM4,237,833) pledged for banking facilities granted to a subsidiary.

11. asset classified as held for sale - GrouP

During the financial year, efforts to sell one of the investment properties have commenced and on 17 July 2014, the Group entered into a sale and purchase agreement to dispose of the property with carrying amount of RM404,829 to a third party for a total consideration of RM656,070. The management is expecting to complete the sale by the year ending 30 June 2015. Thus, the asset is presented separately in the statement of financial position.

Since the fair value of the asset held for sale less cost to sell is expected to exceed the net carrying amount of the relevant asset, no impairment loss is recognised.

The asset held for sale is as follows:-

2014 2013

rM rM

Asset classified as held for sale:-

Shop office 404,829 -

The carrying amount of investment property is same as its carrying amount before it was being reclassified to current assets.

2014 2013

rM rM

Investment property held for sale comprise the following:-

- Cost 417,950 -

- Accumulated depreciation (13,121) -

404,829 -



12. share caPital - GrouP/coMPany

2014 2013

amountrM

number of shares

amountrM

number of shares

authorised:

Ordinary shares of RM0.10 each:

At 1 July 100,000,000 1,000,000,000 100,000,000 1,000,000,000

Created during the financial year 400,000,000 4,000,000,000 - -

At 30 June 500,000,000 5,000,000,000 100,000,000 1,000,000,000

issued and fully paid shares classified as equity instruments:

Ordinary shares of RM0.10 each 60,906,999 609,069,997 60,906,999 609,069,997

Less : Allocation of proceeds to warrant reserve(Note 13.1) (6,433,682) - (6,433,682) -

54,473,317 609,069,997 54,473,317 609,069,997

13. reserves

note 2014 2013

rM rM

Group

Non-distributable

Warrant reserve 13.1 8,070,177 8,070,177

Translation reserve 13.2 202,112 202,832

Share option reserve 13.3 856,960 -

Accumulated losses (35,326,155) (24,283,844)

(26,196,906) (16,010,835)

company

Non-distributable

Warrant reserve 13.1 8,070,177 8,070,177

Share option reserve 13.3 856,960 -

Accumulated losses (6,813,219) (7,397,500)

2,113,918 672,677



13. reserves Cont’d

13.1 Warrant reserve

2014 2013

rM rM

Group/company

Allocation of proceeds from Rights Issue (Note 12) 6,433,682 6,433,682

Transferred from share premium 1,636,495 1,636,495

At 1 July/30 June 8,070,177 8,070,177 During the financial year 2011, the Company allotted Rights Issue of up to 203,023,332 new ordinary shares at

the par value of RM0.10, together with up to 304,534,998 free detachable warrants (“Warrants”) to the holders on the basis of two (2) Rights Issue and three (3) Warrants for every four (4) existing ordinary shares.

Each warrant entitles the registered holder to subscribe for one new ordinary share in the Company at any time on or after 26 March 2011 up to the date of expiry on 27 March 2016 at an exercise price of RM0.13 per share or such adjusted price in accordance with the provisions in the Deed Poll. The warrants have been listed on the Main Market of Bursa Malaysia Securities Berhad with effect from 31 March 2011.

No warrants were exercised during the financial year. As at the end of reporting date, 304,534,998 Warrants remained unexercised.

13.2 translation reserve The translation reserve comprises all foreign currency differences arising from the translation of the financial

statements of the Group entities with functional currencies other than RM.

13.3 share option reserve

The share option reserve comprises the cumulative value of employee services received for the issue of share options. When the option is exercised, the amount in the share option reserve is transferred to share premium. When the share options expire, the amount in the share option reserve is transferred to retained earnings.



14. loans and BorroWinGs

2014 2013

rM rM

Group

non-current

Secured

Finance lease liabilities 448,457 265,822

current

Secured

Trust receipts and bankers’ acceptances 23,867,336 13,818,873

Bank overdrafts 5,958,955 -

Term loans - 517,452


30,098,461 14,440,289

30,546,918 14,706,111

company

non-current

Secured


current

Secured


Security

The trust receipts, bankers’ acceptances and bank overdrafts are secured by way of pledged deposits, deed of contract proceeds, joint and several guarantee by certain Directors of the Company.



14. loans and BorroWinGs Cont’d

Finance lease liabilities

Finance lease liabilities are payable as follows:

2014 2013

futureminimum

lease payments interest

Present value of

minimum lease

payments

futureminimum

lease payments interest

Present value of

minimum lease

payments

rM rM rM rM rM rM

Group

Less than 1 year 297,894 25,724 272,170 119,472 15,508 103,964

Between 1 and 5 years 473,323 24,866 448,457 281,310 15,488 265,822

771,217 50,590 720,627 400,782 30,996 369,786

company

Less than 1 year 44,616 2,649 41,967 36,372 4,368 32,004

Between 1 and 5 years 81,646 931 80,715 72,724 3,580 69,144

126,262 3,580 122,682 109,096 7,948 101,148

15. trade and other PayaBles

note 2014 2013

rM rM

Group

trade

Trade payables 15.1 64,756,096 62,527,628

non-trade

Other payables 15.2 10,051,357 1,135,875

Accrued expenses 2,505,542 2,096,692

12,556,899 3,232,567

77,312,995 65,760,195

company

non-trade

Other payables 313,100 416,974

Accrued expenses 1,020,957 565,381

1,334,057 982,355



15. trade and other PayaBles Cont’d

15.1 trade payables

Included in trade payables of the Group are:

(i) retention sums amounting to RM8,014,639 (2013 : RM5,005,719).

(ii) an amount of RM10,634,537 (2013 : RM10,634,537) owing to a sub-contractor of the project that has been suspended since the beginning of the financial year as disclosed in Note 9.2.

Subsequent to the financial year end, the sub-contractor has given the Group a waiver on the outstanding amount and retention sum owing to them as at 30 June 2014 of RM10,634,537 and RM1,431,580 respectively.

15.2 other payables

Included in other payables of the Group are:

(i) an amount of RM Nil (2013 : RM347,707) in respect of trade advances given by certain customers.

(ii) an amount of RM290,699 (2013 : RM493,657) related to provision for defect liability.

(iii) an amount of RM8,591,777 (2013 : RM Nil) owing to the vendor of the freehold land and buildings that were purchased by the Group during the financial year.

16. eMPloyee Benefits - GrouP/coMPany Share Option Plan

The Group offers vested share options over ordinary shares to Directors and employees who have been in the employment of the Group for a continuous period of at least twelve (12) months. The number and weighted average exercise price of share options are as follows:

Weighted average exercise

price number of

options

2014 2014

rM

Granted during the year 0.125 55,306,200

Lapsed due to resignation 0.125 (1,380,200)

Outstanding at 30 June 53,926,000

Exercisable at 30 June -



16. eMPloyee Benefits - GrouP/coMPany Cont’d Share Option Plan Cont’d

The fair value of services received in return for share options granted is based on the fair value of share options granted, measured using a binomial lattice model, with the following inputs:

directors others

rM rM

2014

fair value of share options and assumptions

Fair value at grant date

- 7 August 2013 0.0469 0.0469

Exercise price 0.125

Expected volatility 38%

Options life 5 years

Risk-free interest rate (based on Malaysia government bonds) 3.734%

Value of employee services received for issue of share options

Group company

2014 2013 2014 2013

rM rM rM rM

Recognised as staff cost in profit or loss (Note 20) 856,960 - 575,680 -

Additions to investment in subsidiaries - - 281,280 -

856,960 - 856,960 -

17. revenue

Group company

2014 2013 2014 2013

rM rM rM rM

Contract revenue 151,196,579 135,780,649 - -

Management fee - - 5,489,984 3,951,989

Rental income - - - 324,175

151,196,579 135,780,649 5,489,984 4,276,164

18. cost of contracts

Included in the cost of contracts is interest expense of RM2,445,013 (2013 : RM882,683).



19. (loss)/Profit Before tax (loss)/Profit before tax is arrived at after charging:

Group company

2014 2013 2014 2013

rM rM rM rM

Auditors’ remuneration

- Audit fees

KPMG

- current year 125,000 115,000 32,000 30,000

- prior year 7,000 4,000 5,000 -

Other auditors

- current year 19,188 19,073 - -

- prior year - 780 - -

- Non-audit fees

KPMG 6,000 6,000 - -

Local affiliates of KPMG 31,000 28,000 8,000 11,000

Bad debts written off - 112,536 - 912

Depreciation of property, plant and equipment(Note 3) 327,703 188,243 129,710 41,768

Depreciation of investment properties (Note 4) 55,989 2,900 - -

Directors’ remuneration:

- Fees

- Current Directors 232,999 197,422 232,999 197,422

- Past Director - 8,979 - 8,979

- Emoluments

- Current Directors 921,111 854,240 921,111 854,240

Impairment loss on:

- trade and other receivables 7,719,988 2,693,477 - 178,925

- amount due from subsidiaries - - 97,274 30,912

Loss on disposal of an associate - - - 20,799

Rental of machinery 13,033 - - -

Rental of premises 469,026 634,333 454,626 634,333

Rental of motor vehicles - - - 1,554

Plant and equipment written off 80,617 - 79,967 -

Net loss on foreign exchange 3,280 - 2,992 -

and after crediting:

Gain on disposal of a subsidiary 799,824 - - -

Gain on disposal of plant and equipment 16,583 2,997 - -

Reversal of impairment loss on receivables 133,981 - - -

Finance income from deposits with licensed banks

122,518 186,231 7,471 39,572

Rental of premises - - - 324,175

Bad debts recovered 20,906 250,000 - -

Waiver of debts - 213,215 - -



19. (loss)/Profit Before tax Cont’d The estimated monetary value of Director’s benefits-in-kind of the Group and of the Company otherwise than in cash

are RM13,800 (2013 : RM13,800) and RM13,800 (2013 : RM13,800) respectively.

Included in Directors’ remuneration of the Group and of the Company are RM120,582 (2013 : RM148,700) and RM120,582 (2013 : RM148,700) respectively, representing contributions made to Employees Provident Fund.

20. Personnel exPenses

Group company

2014 2013 2014 2013

rM rM rM rM

Staff costs (excluding Executive Directors) 8,455,317 5,275,754 1,672,090 1,235,630

Share-based payments 856,960 - 575,680 -

9,312,277 5,275,754 2,247,770 1,235,630 Included in staff costs of the Group and of the Company are amounts of RM863,900 (2013 : RM556,218) and

RM179,153 (2013 : RM128,550) respectively, representing contributions made to Employees Provident Fund.

21. Key ManaGeMent Personnel coMPensation

Group company

2014 2013 2014 2013

rM rM rM rM

Directors:

- Fees 232,999 206,401 232,999 206,401

- Remuneration 921,111 854,240 921,111 854,240

- Other short term employee benefits (includingestimated monetary value of benefits-in-kind) 13,800 13,800 13,800 13,800

1,167,910 1,074,441 1,167,910 1,074,441

22. finance costs

Group company

2014 2013 2014 2013

rM rM rM rM

Term loans (including contract borrowings) 1,482 165,744 - -

Bank overdrafts 148,002 39,421 - -

Trust receipts and bankers’ acceptances 2,434,858 890,724 - -

Finance lease liabilities 22,497 20,877 4,368 6,087

Others - (12,657) - -

2,606,839 1,104,109 4,368 6,087

Less : Amount classified in construction costs (2,445,013) (882,683) - -

161,826 221,426 4,368 6,087



23. tax exPense/(incoMe) recognised in profit or loss

Group company

2014 2013 2014 2013

rM rM rM rM

Current tax expense

- current year 117,500 21,270 5,000 8,760

- prior years (21,887) 45,290 1,058 45,290

95,613 66,560 6,058 54,050

Deferred tax

Origination and reversal of temporary differences 573,952 - - -

Recognition of previously unrecognised deferred tax assets (329,000) (2,778,000) (329,000) -

Over provision in prior year (22,000) - - -

222,952 (2,778,000) (329,000) -

318,565 (2,711,440) (322,942) 54,050

reconciliation of tax expense/(income)

Group company

2014 2013 2014 2013

rM rM rM rM

(Loss)/Profit for the year (11,048,778) 4,702,127 584,281 284,040

Total income tax 318,565 (2,711,440) (322,942) 54,050

(Loss)/Profit excluding tax (10,730,213) 1,990,687 261,339 338,090

Income tax calculated using Malaysian tax rate of 25% (2,682,553) 497,672 65,335 84,523

Non-deductible expenses 1,034,140 301,095 273,452 124,663

Income not subject to tax (21,353) (46,274) - -

Utilisation of previously unrecognised deferred tax assets - (730,089) - (199,292)

Recognition of previously unrecognised deferred tax assets (666,086) (2,778,000) (666,086) -

Effect of deferred tax assets not recognised 2,678,444 - - -

Others 19,860 (1,134) 3,299 (1,134)

362,452 (2,756,730) (324,000) 8,760

(Over)/Under provision in prior years (43,887) 45,290 1,058 45,290

Tax expense/(income) 318,565 (2,711,440) (322,942) 54,050



24. (loss)/earninGs Per ordinary share Basic (loss)/earnings per ordinary share

The calculation of basic (loss)/earnings per ordinary share for the year ended 30 June 2014 was based on the loss attributable to the owners of the Company of RM11,042,311 (2013 : profit; RM4,602,409) and on the weighted average number of ordinary shares outstanding during the year of 609,069,997 (2013 : 609,069,997).

diluted (loss)/earnings per ordinary share

The fully diluted (loss)/earnings per ordinary share is the same as the basic (loss)/earnings per ordinary share as the effect of potential ordinary share is ignored as they are not anti-diluted in accordance with MFRS 133, Earnings per Share.

25. related Parties 25.1 identity of related parties For the purposes of these amended financial statements, parties are considered to be related to the Group if

the Group or the Company has the ability, directly or indirectly, to control or jointly control the party or exercise significant influence over the party in making financial and operating decision, or vice versa, or where the Group or the Company and the party are subject to common control. Related parties may be individuals or other entities.

Related parties also include key management personnel defined as those persons having authority and responsibility for planning, directing and controlling the activities of the Group either directly or indirectly. The key management personnel include all Directors of the Group.

25.2 significant transactions with related parties other than those disclosed elsewhere in the amended financial statements are as follows:

2014 2013

rM rM

company

i) Transactions with subsidiaries

Management fee received 5,489,984 3,951,989

Rental received - 324,175

ii) Transactions with key management personnel

There were no transactions with key management personnel other than the remuneration package paid to the Directors in accordance with the terms and conditions of their appointment as disclosed in Note 21.

The Directors of the Company are of the opinion that the above transactions were entered in the ordinary course of business and the terms of which have been established on a negotiated basis.



26. continGent liaBilities As at 30 June 2014, the Group and the Company have contingent liabilities as follows:

2014 2013

rM rM

Group

unsecured

Disputed costs relating to alleged rectification of outstanding defect work that were charged back to the Group by the project owner 7,352,000 -

company

unsecured

Granted to subsidiaries

- given to trade suppliers 28,716,473 16,161,877

- given to financial institutions, limit up to RM140,950,000 (2013 : RM142,646,000) 140,950,000 142,646,000

27. suBsequent event Subsequent to the year end, on 10 July 2014 a contract customer of a development project has called upon the

performance bond of a subsidiary of the Company in the form of a Banker’s Guarantee amounting to RM5,736,377 for alleged delay in the completion of the project. On 17 July 2014, the subsidiary received a Notice of Termination as a contractor for the said project. The trade receivable, retention sum and amount due from this contract customer as at 30 June 2014 amounts to approximately RM29,000,000.

The subsidiary is challenging the termination and has prepared and submitted on 18 August 2014 final claims (excluding retention sum and the performance bond) for work performed up to the date of termination amounting to approximately RM43,000,000. The contract customer together with representatives from the subsidiary have set-up a committee to look into the final claims and negotiations between both parties are on-going. Based on the advice of the construction claim consultants, the Directors are of the opinion that this termination would not significantly affect the profitability of the contract and would not be detrimental to the performance of the Group.



28. Disposal of a subsiDiary

The assets disposed of and liabilities relieved are as follows:

Note 2014 2013

rM rM

Investment properties 4 4,000,000 -

Cash and cash equivalents 176 -

Net assets 4,000,176 -

Gain on disposal 799,824 -

Consideration received, satisfied in cash 4,800,000 -

Cash and cash equivalents disposed of (176) -

Net cash inflow 4,799,824 -

29. operatiNg segMeNts - group

The Group is principally confined to construction of buildings, provision of electrical and mechanical engineering services and maintenance works. Segment information has not been separately presented because internal reporting uses the Group’s amended financial statements.

The Group’s operations are operated solely in Malaysia. Accordingly, geographical segmental information has not been prepared.

Major customers

The following are the major customers with revenue equal or more than 10% of Group’s total revenue:

2014 2013

rM rM

Customer A 82,261,349 32,812,251

Customer B 20,308,880 -

Customer C 16,921,784 39,040,481

Customer D - 26,993,834

Customer E - 19,358,456



30. fiNaNcial iNstruMeNts

30.1 categories of financial instruments

The table below provides an analysis of financial instruments categorised as follows:

(a) Loans and receivables (“L&R”);(b) Available-for-sale financial assets (“AFS”); and(c) Other financial liabilities measured at amortised cost (“FL”).

carrying amount l&r afs

rM rM rM

2014

financial assets

group

Trade and other receivables (excluding prepayment and advances given to suppliers) 101,724,271 101,724,271 -

Cash and cash equivalents 6,046,379 6,046,379 -

107,770,650 107,770,650 -

company

Trade and other receivables (excluding prepayment) 20,671,499 20,671,499 -

Cash and cash equivalents 134,612 134,612 -

20,806,111 20,806,111 -

carrying amount fl

rM rM

2014

financial liabilities

group

Loans and borrowings 30,546,918 30,546,918

Trade and other payables (excluding advances given by customers) 77,312,995 77,312,995

107,859,913 107,859,913

company

Loans and borrowings 122,682 122,682

Trade and other payables 1,334,057 1,334,057

1,456,739 1,456,739



30. fiNaNcial iNstruMeNts Cont’d

30.1 categories of financial instruments Cont’d

carrying amount l&r afs

rM rM rM

2013

financial assets

group

Other investments 29 - 29

Trade and other receivables (excluding prepayment and advances given to suppliers) 93,680,974 93,680,974 -


100,432,650 100,432,621 29

company

Trade and other receivables (excluding prepayment) 18,281,303 18,281,303 -


19,676,614 19,676,614 -

carrying amount fl

rM rM

2013


group

Loans and borrowings 14,706,111 14,706,111

Trade and other payables (excluding advances given by customers) 65,412,488 65,412,488

80,118,599 80,118,599

company

Loans and borrowings 101,148 101,148

Trade and other payables 982,355 982,355

1,083,503 1,083,503




30.2 Net gains and losses arising from financial instruments

group company

2014 2013 2014 2013

rM rM rM rM

Loans and receivables

- impairment loss on trade and other receivables (7,719,988) (2,693,477) - (178,925)

- reversal of impairment loss on trade and other receivables 133,981 - - -

- bad debts written off - (112,536) - (912)

- bad debts recovered 20,906 250,000 - -

- interest income 122,518 186,231 7,471 39,572

Other liabilities

- interest expense (2,606,839) (1,104,109) (4,368) (6,087)

(10,049,422) (3,473,891) 3,103 (146,352)

30.3 financial risk management

The Group has exposure to the following risks from its use of financial instruments:

• Creditrisk• Liquidityrisk• Marketrisk

30.4 credit risk

Credit risk is the risk of a financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Group’s exposure to credit risk arises principally from its receivables from customers. The Company’s exposure to credit risk arises principally from loans and advances to subsidiaries and financial guarantees given to trade suppliers and banks for credit facilities granted to subsidiaries.

receivables

Risk management objectives, policies and processes for managing the risk Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis.

Normally, credit evaluations are performed on customers requiring credit over a certain amount.

Exposure to credit risk, credit quality and collateral As at the end of the reporting period, the maximum exposure to credit risk arising from receivables is

represented by the carrying amounts in the statement of financial position.

Management has taken reasonable steps to ensure that receivables that are neither past due nor impaired are measured at their realisable values. The Group uses ageing analysis to monitor the credit quality of the receivables.

The exposure of credit risk for receivables as at the end of the reporting period was primarily confined in Malaysia.




30.4 credit risk Cont’d

receivables Cont’d

Impairment losses

The ageing of trade receivables and retention sum as at the end of the reporting period was:

grossindividual

impairment Net

rM rM rM

group

2014

Not past due 25,647,234 (4,405) 25,642,829

Past due 1 - 30 days 741,219 - 741,219

Past due 31 - 60 days 2,490,587 - 2,490,587

Past due 61 - 90 days 6,784,965 - 6,784,965

Past due more than 90 days 14,225,534 (8,911,892) 5,313,642

49,889,539 (8,916,297) 40,973,242

2013

Not past due 14,595,211 - 14,595,211

Past due 1 - 30 days 1,313,266 - 1,313,266

Past due 31 - 60 days 376,443 - 376,443

Past due 61 - 90 days 573,317 - 573,317

Past due more than 90 days 17,285,462 (6,397,086) 10,888,376

34,143,699 (6,397,086) 27,746,613

During the financial year, the Group has made an allowance for impairment loss of RM5,066,796 (2013 : RM Nil) on amount due from a contract customer as disclosed in Note 9.2 to the amended financial statements.

The movements in the allowance for impairment losses of trade receivables, retention sum and amount due from contract customer during the financial year were:

group

2014 2013

rM rM

At 1 July 6,397,086 7,842,716

Impairment loss recognised 7,719,988 2,514,552

Impairment loss reversed (133,981) (3,960,182)

At 30 June 13,983,093 6,397,086




30.4 credit risk Cont’d

receivables Cont’d

Impairment losses Cont’d

The allowance account in respect of trade receivables and amount due from contract customers is used to record impairment losses. Unless the Group is satisfied that recovery of the amount is possible, the amount considered irrecoverable is written off against the receivable directly.

other financial assets

Exposure to credit risk, credit quality and collateral

Other financial assets are related to certain receivables assigned from a former subsidiary. The maximum exposure to credit risk is represented by the carrying amounts in the statement of financial position. The Group is satisfied that the amount is recoverable.

financial guarantees

Risk management objectives, policies and processes for managing the risk

The Company provides unsecured financial guarantees to banks in respect of banking facilities and supplier for credit term granted to certain subsidiaries. The Company monitors on an ongoing basis the results of the subsidiaries and repayments made by the subsidiaries.


As at the reporting period, the maximum exposure to credit risk arising from guarantees given to banks and suppliers of subsidiaries for its credit facilities are disclosed in Note 26.

As at the end of the reporting period, there was no indication that any subsidiary would default on repayment.

The financial guarantees have not been recognised since the fair value on initial recognition was not material.

inter company balances


The Company provides unsecured advances to subsidiaries. The Company monitors the results of the subsidiaries regularly.


As at the end of the reporting period, the maximum exposure to credit risk is represented by their carrying amounts in the statement of financial position.

Advances are only provided to subsidiaries which are wholly-owned by the Company.

Impairment losses

The Company does not specifically monitor the ageing of the advances to the subsidiaries. Nevertheless, these advances are repayable on demand.

30.5 liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s exposure to liquidity risk arises principally from its various payables, loans and borrowings.

The Group maintains a level of cash and cash equivalents and bank facilities deemed adequate by the management to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they fall due.




30.5 liquidity risk Cont’d

The Group and the Company are dependent on the continuing financial support from their bankers and creditors and their ability to secure and complete profitable construction contracts to meet their obligations as and when they fall due.

Maturity analysis

The table below summarises the maturity profile of the Group’s and the Company’s financial liabilities as at the end of the reporting period based on undiscounted contractual payments:

carrying amount

contractual interest rate

contractual cash flows

under 1 year

1 - 2years

2 - 5years

More than 5 years

rM % rM rM rM rM rM

2014

group

Non-derivative financial liabilities

Finance lease liabilities 720,627 2.47 - 2.73 771,217 297,894 311,479 135,374 26,470

Trust receipts and bankers’ acceptances 23,867,336 4.40 - 6.20 23,867,336 23,867,336 - - -

Bank overdrafts 5,958,955 4.40 - 6.21 5,958,955 5,958,955 - - -

Trade and other payables 77,312,995 - 77,312,995 77,312,995 - - -

107,859,913 107,910,503 107,437,180 311,479 135,374 26,470

company


Finance lease liabilities 122,682 2.73 126,262 44,616 44,596 24,732 12,318


1,456,739 1,460,319 1,378,673 44,596 24,732 12,318




30.5 liquidity risk Cont’d

Maturity analysis Cont’d

carrying amount

contractual interest rate

contractual cash flows

under 1 year

1 - 2years

2 - 5years

More than 5 years

rM % rM rM rM rM rM

2013

group


Secured term loans 517,452 8.40 - 8.60 524,574 524,574 - - -

Finance lease liabilities 369,786 2.47 - 2.73 400,782 119,472 119,472 161,838 -

Trust receipts and bankers’ acceptances 13,818,873 4.40 - 6.20 13,818,873 13,818,873 - - -


80,118,599 80,156,717 79,875,407 119,472 161,838 -

company


Finance lease liabilities 101,148 2.73 109,096 36,372 36,372 36,352 -

Trade and other payables 982,355 - 982,355 982,355 - - -

1,083,503 1,091,451 1,018,727 36,372 36,352 -




30.6 Market risk

Market risk is the risk that changes in market prices, such as interest rates and other prices will affect the Group’s financial position or cash flows.

30.6.1 Interest rate risk

The Group’s fixed rate borrowings and short term deposits with licensed banks are exposed to a risk of change in their fair value due to changes in interest rates. The Group’s variable rate borrowings are exposed to a risk of change in cash flows due to changes in interest rates. Short term receivables and payables are not significantly exposed to interest rate risk.


Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Fair value interest rate risk is the risks that the value of a financial instrument will fluctuate due to changes in market interest rates. The Group’s income and operating cash flows are substantially independent of changes in market interest rates.

Exposure to interest rate risk

The interest rate profile of the Group’s and the Company’s significant interest-bearing/interest-earning financial instruments, based on carrying amounts as at the end of the reporting period was:

2014 2013

rM rM

group

fixed rate instruments

Financial assets 3,350,893 5,248,189

Financial liabilities (30,546,918) (14,188,659)

(27,196,025) (8,940,470)

floating rate instruments

Financial liabilities - (517,452)

2014 2013

rM rM

company

fixed rate instruments

Financial assets - 1,010,356

Financial liabilities (122,682) (101,148)

(122,682) 909,208




30.6 Market risk Cont’d

30.6.1 Interest rate risk Cont’d

Interest rate risk sensitivity analysis

(a) Fair value sensitivity analysis for fixed rate instruments

The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss, and the Group does not designate derivatives as hedging instruments under a fair value hedge accounting model. Therefore, a change in interest rates at the end of the reporting period would not affect profit or loss.

(b) Cash flow sensitivity analysis for variable rate instruments

A change of 50 basis points (bp) in interest rates at the end of the reporting period would have increased/(decreased) post-tax profit or loss by RM Nil (2013 : RM1,940). This analysis assumes that all other variables, in particular foreign currency rates, remained constant.

30.6.2 Other price risk

Equity price risk arises from the Group’s investments in equity securities.

The Group’s and the Company’s exposure to equity price risk is not material. Hence sensitivity analysis is not disclosed.

30.7 fair value information

The carrying amounts of cash and bank balances, short term receivables and payables and short term borrowings approximate fair values due to the relatively short term nature of these financial instruments.

The table below analyses financial instruments not carried at fair value for which fair value is disclosed, together with their fair values and carrying amounts shown in the statements of financial position.

fair value of financial instruments not carried at fair value carrying

amountlevel 1 level 2 level 3 total

rM rM rM rM rM

2014

group

financial assets

Retention sum - - 23,467,433 23,467,433 23,962,672


Finance lease liabilities - - 698,869 698,869 720,627

company


Finance lease liabilities - - 121,516 121,516 122,682




30.7 fair value information Cont’d

fair value of financial

instruments not carried

at fair value * carrying amounttotal

rM rM

2013

group

financial assets

Quoted shares 29 29

Retention sum 15,356,124 17,937,887

15,356,153 17,937,916


Term loans (517,452) (517,452)

Finance lease liabilities (225,354) (369,786)

(742,806) (887,238)

2013

company



* Comparative figures have not been analysed by levels, by virtue of transitional provision given in Appendix C2 of MFRS 13.

policy on transfer between levels

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

level 1 fair value

Level 1 fair value is derived from quoted price (unadjusted) in active markets for identical financial assets or liabilities that the entity can access at the measurement date.




30.7 fair value information Cont’d

level 2 fair value

Level 2 fair value is estimated using inputs other than quoted prices included within Level 1 that are observable for the financial assets or liabilities, either directly or indirectly.


Fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the end of the reporting period. For borrowings, the market rate of interest is determined by reference to similar borrowing arrangements.

transfers between level 1 and level 2 fair values

There has been no transfer between Level 1 and 2 fair values during the financial year (2013 : no transfer in either directions).

level 3 fair value

Level 3 fair value is estimated using unobservable inputs for the financial assets and liabilities.

The fair values of term loans and finance lease liabilities are calculated using discounted cash flows where the market rate of interest is determined by reference to similar term loan and lease arrangements.

31. capital MaNageMeNt

The Group’s objectives when managing capital is to maintain a strong capital base and safeguard the Group’s ability to continue as a going concern, so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Directors monitor and are determined to maintain an optimal debt-to-equity ratio that complies with debt covenants and regulatory requirements.

There was no change in the Group’s approach to capital management during the financial year.

32. capital coMMitMeNts

2014 2013

rM rM

group

property, plant and equipment

- Contracted but not provided for - 9,613,000

33. aMeNDeD fiNaNcial stateMeNts

These amended financial statements were authorised for issue by the Board of Directors on 5 November 2014, which supersede the previously issued financial statements approved by the Board of Directors on 30 October 2014 and announced to Bursa Malaysia Securities Berhad on 31 October 2014.

These amended financial statements have incorporated the effects of a reversal of impairment loss of RM3,375,072 (2013: RM Nil) on an amount due from a contract customer which was included in the impairment loss of RM8,414,868 in Note 9.2 of the previously issued financial statements. Subsequent to 31 October 2014, the Directors have reassessed the circumstances of the project and the agreement signed between the ultimate shareholders of the contract customer with the new owners, and are of the opinion that this amount is recoverable.



34. suppleMeNtary iNforMatioN oN the breakDowN of realiseD aND uNrealiseD profits or losses

The breakdown of the accumulated losses of the Group and of the Company as at 30 June 2014, into realised and

unrealised losses/(profits) pursuant to paragraphs 2.06 and 2.23 of Bursa Malaysia Main Market Listing Requirements, are as follows:

group company

2014 2013 2014 2013

rM rM rM rM

Total accumulated losses of the Company and its subsidiaries

- realised 75,043,545 67,556,130 7,142,219 7,397,500

- unrealised (2,555,048) (2,778,000) (329,000) -

72,488,497 64,778,130 6,813,219 7,397,500

Total share of accumulated losses from associates

- realised 471,786 434,440 - -

72,960,283 65,212,570 6,813,219 7,397,500

Less : Consolidation adjustments (37,634,128) (40,928,726) - -

Total accumulated losses 35,326,155 24,283,844 6,813,219 7,397,500

The determination of realised and unrealised profits or losses is based on the Guidance of Special Matter No.1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosures Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, issued by the Malaysian Institute of Accountants on 20 December 2010.


STATEMENT BY DIRECTORS pursuant to Section 169(15) of the Companies Act, 1965

STATUTORY DECLARATION pursuant to Section 169(16) of the Companies Act, 1965

In the opinion of the Directors, the amended financial statements set out on pages 43 to 103 are drawn up in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and 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 as of 30 June 2014 and of their financial performance and cash flows for the financial year then ended.

In the opinion of the Directors, the information set out in Note 34 on page 104 to the amended financial statements has been compiled in accordance with the Guidance on Special Matter No.1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosures Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, issued by the Malaysian Institute of Accountants, and presented based on the format prescribed by Bursa Malaysia Securities Berhad.

Signed on behalf of the Board of Directors in accordance with a resolution of the Directors:

liM choNg liNg geh yeaN chaNg

Shah Alam,

Date: 5 November 2014

I, lim chong ling, the Director primarily responsible for the financial management of YFG Berhad, do solemnly and sincerely declare that the amended financial statements set out on pages 43 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 by the abovenamed at Petaling Jaya in Selangor Darul Ehsan on 5 November 2014.

liM choNg liNg

Before me:

N. MaDhaVaN Nair(No. B 064)

Commissioner for OathsPetaling Jaya, Selangor


report oN the aMeNDeD fiNaNcial stateMeNts

We have audited the amended financial statements of YFG Berhad, which comprise the statements of financial position as at 30 June 2014 of the Group and of the Company, and the statements of profit or loss and other comprehensive income, changes in equity and cash flows of the Group and of the Company for the year then ended, and a summary of significant accounting policies and other explanatory information, as set out on pages 43 to 103.

Directors’ Responsibility for the amended financial statements

The Directors of the Company are responsible for the preparation of amended 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 amended 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 amended 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 amended financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the amended financial statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the amended financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation of amended 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 amended financial statements.

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

Basis for Qualified Opinion

As disclosed in Note 9.2 to the amended financial statements, the Group partially impaired the amount due from a contract customer although the completion of the project remains uncertain as full project financing has yet to be secured by the customer. There is an amount of RM3,375,072 of which recoverability is dependent on the customer’s ability to secure financing to reactivate the project. Based on information available to-date, we are unable to ascertain the adequacy of impairment loss made on the amount due from the said contract customer.

Qualified Opinion

In our opinion, except for the financial effect of the matter described in the Basis for Qualified Opinion paragraph on the amended financial statements of the Group, the amended financial statements give a true and fair view of the financial position of the Group and of the Company as of 30 June 2014 and of their financial performance and cash flows for the year then ended in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia.

Emphasis of matters

Without further qualifying our opinion, we draw attention to the following notes to the amended financial statements :

(i) Note 1(b)

The Group incurred a loss of RM11,048,778 for the year ended 30 June 2014. Subsequent to the financial year end as disclosed in Note 27 to the amended financial statements, a contract customer of a development project has called upon the performance bond of a subsidiary of the Company in the form of a Banker’s Guarantee amounting to RM5,736,377 for alleged delay in the completion of the project. On 17 July 2014, the subsidiary received a Notice of Termination as a contractor for the said project. The subsidiary is challenging the termination and negotiations with the contract customer are on-going.

INDEPENDENT AUDITORS’ REPORTto the members of YFG Berhad (Company No. 499758 - W)(Incorporated in Malaysia)


Emphasis of matters Cont’d

(i) Note 1(b) Cont’d

Arising from the termination, there will be potential delay of payments of the trade amounts owing by the contract customer and also amount due from contract customer amounting to approximately RM29,000,000 as at 30 June 2014.

The above events have placed a strain on the Group’s and the Company’s cash flows and may affect their normal operations and ability to attain sufficient positive cash flows in the future to fulfill their obligations as and when they fall due. These have cast significant doubt upon the Group’s and the Company’s ability to continue as a going concern.

The amended financial statements of the Group and the Company have been prepared on a going concern basis which is dependent on the continuing financial support from their bankers and creditors and the ability of the Group to secure and complete profitable construction contracts. The Directors are of the view that the business plan in place and the success of challenging the above contract termination and future fund raising exercises will provide sufficient cash flows to the Group and the Company, and with the continued support of the Group’s and Company’s bankers and creditors, the going concern basis of preparation is appropriate.

Without such financial support and the achievement of sufficient positive cash flows by the Group and the Company, they may be unable to realise their assets and discharge their liabilities in the normal course of business. Consequently, adjustments may be required to the recoverability and classification of recorded asset amounts or to amounts and classification of liabilities.

(ii) Note 33

These amended financial statements as set out on pages 43 to 104 were authorised for issue by the Board of Directors on 5 November 2014, which supersede the previously issued financial statements approved by the Board of Directors on 30 October 2014 and announced to Bursa Malaysia Securities Berhad on 31 October 2014. The reason for the amendment of the previously issued financial statements is explained in Note 33 to the amended financial statements. Consequently, the auditors’ report has also been amended.

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 accounts and the auditors’ reports of all the subsidiaries of which we have not acted as auditors, which are indicated in Note 5 to the amended financial statements.

c) We are satisfied that the accounts of the subsidiaries that have been consolidated with the Company’s amended financial statements are in form and content appropriate and proper for the purposes of the preparation of the amended 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 accounts of the subsidiaries did not contain any qualification or any adverse comment made under Section 174(3) of the Act, other than for the audit report for YFG Engineering Sdn Bhd which contained an except for qualification on the adequacy of impairment loss made on the amount due from a contract customer.

INDEPENDENT AUDITORS’ REPORT Cont’dto the members of YFG Berhad (Company No. 499758 - W)(Incorporated in Malaysia)


INDEPENDENT AUDITORS’ REPORT Cont’dto the members of YFG Berhad (Company No. 499758 - W)(Incorporated in Malaysia)

other reportiNg respoNsibilities

Our audit was made for the purpose of forming an opinion on the amended financial statements taken as a whole. The information set out in Note 34 on page 104 to the amended financial statements has been compiled by the Company as required by the Bursa Malaysia Securities Berhad Listing Requirements and is not required by the Malaysian Financial Reporting Standards or International Financial Reporting Standards. We have extended our audit procedures to report on the process of compilation of such information. In our opinion, the information has been properly compiled, in all material respects, in accordance with the Guidance on Special Matter No.1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosures Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, issued by the Malaysian Institute of Accountants and presented based on the format prescribed by 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.

kpMg ooi kok seNgAF 0758 2432/05/15 (J)Chartered Accountants Chartered Accountant

Date : 5 November 2014 Penang


LIST OF PROPERTIES

location address title Details Description / remarks

landarea built up tenure expiring

approx. age of

buildings(years)

Net book Value as at

30.6.2014 rM’000

Date of acquisition

yfg eNgiNeeriNg sDN bhD

Perak Plot 413, mukim Ulu Bernam Timur, Daerah Batang Padang, Perak

PN 307323, Lot 11246, Mukim Hulu Bernam Timur, Daerah Batang Padang, Perak

Banglo Lot(Vacant)

1,595sq m

- Leasehold 7/4/2095 0 235 24/4/2008

yfg properties sDN bhD

Petaling Jaya

A-12-01 NO.HS (D) 78002, PT 3628, Mukim Damansara, Daerah Petaling and Negeri Selangor.

Office Suite - 1,054sq ft

Freehold 0 383 2/7/2013

Petaling Jaya



Freehold 0 405 2/7/2013

Petaling Jaya

A-12-03 NO.HS (D) 78002,PT 3628, Mukim Damansara, Daerah Petaling and Negeri Selangor.


Freehold 0 405 2/7/2013

Shah Alam

No-6, Jalan Tiang U8/92, Seksyen U8, Bukit Jelutong Industrial Park, 40150 Shah Alam, Selangor Darul Ehsan

No. GRN 204616,Lot No. 78650,Mukim of Damansara, District of Petaling, State of Selangor.

Three (3) storey office building with an annexed single storey warehouse

5,257sq m

- Freehold 0 13,675 16/8/2012

yfg trolka sDN bhD

Petaling Jaya

A-12-03A NO.HS (D) 78002, PT 3628, Mukim Damansara, Daerah Petaling and Negeri Selangor.


Freehold 0 613 12/1/2012

Petaling Jaya



Freehold 0 589 12/1/2012


ANALYSIS OF SHAREHOLDINGS

authorised share capital : RM500,000,000.00 (5,000,000,000 Ordinary Shares of RM0.10 each)issued and fully paid-up : RM60,906,999.70 (609,069,997 Ordinary Shares of RM0.10 each)class of shares : Ordinary Shares of RM0.10 eachVoting rights : One (1) vote per shareholder on a show of hands One (1) vote per share on a poll

aNalysis by siZe of shareholDiNgs as at 28 october 2014

size of holdingsNo. of

shareholders %No. of

shares held %

1 – 99 407 9.35 17,618 0

100 – 1,000 146 3.36 87,774 0.02

1,001 – 10,000 1,021 23.46 6,987,687 1.15

10,001 – 100,000 2,050 47.10 93,179,742 15.30

100,001 – 30,453,498 (*) 727 16.71 450,612,459 73.98

30,453,499 and above (**) 1 0.02 58,184,717 9.55

total 4,352 100.00 609,069,997 100

Remark: * Less than 5% of the issued holdings ** 5% and above of the issued holdings

list of top 60 shareholDers as at 28 october 2014

No. NameNo. of

shares %

1. CIMSEC Nominees (Tempatan) Sdn BhdCIMB for General Technology Sdn Bhd (PB)

58,184,717 9.55

2 EB Nominees (Tempatan) Sendirian BerhadPledged Securities Account for Lim Chong Ling (SFC)

18,362,000 3.01

3 Reson Sdn Bhd 15,516,900 2.55

4 Ong Yeng Tian@Ong Weng Tian 14,770,150 2.43

5 Li Kit Nam 13,146,900 2.16

6 Geh Yean Chang 12,006,900 1.97

7 Lim Choong Yik 10,000,000 1.64

8 Rezal Zain Bin Abdul Rashid 8,116,500 1.33

9 Apex Term Sdn Bhd 7,686,000 1.26

10 Hu Haishan 6,940,700 1.14

11 Procraft Sdn Bhd 6,308,450 1.04

12 Leasing Corporation Sdn Bhd 5,880,000 0.97

13 HLIB Nominees (Asing) Sdn BhdPledged Securities Account for Leow Choong San

5,462,000 0.90

14 JF Apex Nominees (Tempatan) Sdn BhdAISB For Wong Thiam Fook (STA 3)

5,190,000 0.85

15 Geh Yean Chang 5,047,700 0.83

16 Ho Kiong Chan 4,981,600 0.82

17 JF Apex Nominees (Tempatan) Sdn BhdPledged Securities Account For Thoo Soon Huat (Margin)

4,700,000 0.77

18 EB Nominees (Tempatan) Sendirian BerhadPledged Securities Account for Geh Yean Chang

4,633,300 0.76


ANALYSIS OF SHAREHOLDINGS Cont’d

list of top 60 shareholDers as at 28 october 2014 Cont’d

No. NameNo. of

shares %

19 Centre Group Sdn Bhd 3,926,600 0.64

20 Fong Loong Cheong 3,730,000 0.61

21 CIMSEC Nominees (Tempatan) Sdn BhdExempt An For CIMB Securities (Singapore) Pte Ltd (Retail Clients)

3,700,000 0.61

22 JF Apex Nominees (Tempatan) Sdn BhdAISB for Chua Chor Ing (STA 3)

3,431,900 0.56

23 Kenanga Nominees (Tempatan) Sdn BhdAmara Investment Management Sdn Bhd for Lim Chong Ling

3,390,000 0.56

24 Public Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Yap Kim Loong (E-TMM)

3,300,000 0.54

25 Surplus Euro Sdn Bhd 3,146,200 0.52

26 Ong Seh Yew 3,145,700 0.52

27 Chan King Meng 3,030,000 0.50

28 HLIB Nominees (Tempatan) Sdn BhdPledged Securities Account for Teh Ah Huat

3,000,000 0.49

29 Lee Chee Ming 3,000,000 0.49

30 Lee Chee Seng 2,890,000 0.47

31 Ting Keng Fui 2,672,000 0.44

32 Abdul Rashid Bin Ahmad 2,449,995 0.40

33 Citigroup Nominnes (Tempatan) Sdn BhdPledged Securities Account for Yap Ah Huat (470432)

2,395,100 0.39

34 Ong Seh Choon 2,359,800 0.39

35 The Cheng Eng 2,315,900 0.38

36 Ho Kiong Chan 2,220,000 0.36

37 Kenanga Nominees (Tempatan) Sdn BhdPledged Securities Account for Teo Cheng Choo (007)

2,200,297 0.36

38 Kuan Yew Tang 2,100,000 0.34

39 CIMSEC Nominees (Tempatan) Sdn BhdCIMB for Kok Pow Peng @ Kok Poh Ping (PB)

2,063,500 0.34

40 Ong Beng Kee 2,000,000 0.33

41 Ooi Poay Lum 2,000,000 0.33

42 Tan Sock Peng 2,000,000 0.33

43 Maybank Securities Nominees (Tempatan) Sdn BhdPledged Securities Account for Foong Poh Mei (REM 609-Margin)

1,800,000 0.30

44 Tan Tong Pian 1,769,000 0.29

45 CIMSEC Nominees (Tempatan) Sdn BhdCIMB Bank for Lee Yong Sing (MY0318)

1,728,400 0.28

46 Ho Wing Na 1,708,494 0.28

47 Alliancegroup Nominees (Tempatan) Sdn BhdPledged Securities Account for Chai Hon Wai (8072204)

1,700,000 0.28

48 CIMSEC Nominees (Tempatan) Sdn BhdCIMB For Lim Yong Keat (PB)

1,653,267 0.27

49 Cheah Tuck Hing 1,583,400 0.26

50 Ong Chiew Lee 1,574,000 0.26


list of top 60 shareholDers as at 28 october 2014 Cont’d

No. NameNo. of

shares %

51 Chew Leng Soon 1,500,000 0.25

52 Inter-Pacific Equity Nominees (Tempatan) Sdn BhdPledged Securities Account for Cheah Tuck Hing (AC0048)

1,500,000 0.25

53 Maybank Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Lee Hup Teong

1,469,200 0.24

54 Low Sook Heng 1,425,000 0.23

55 Lim EE Seng 1,380,000 0.23

56 Loh Lai Kuin 1,375,000 0.23

57 CIMSEC Nominees (Tempatan) Sdn BhdCIMB Bank for Liu Wen Jong (MY0727)

1,353,900 0.22

58 Maybank Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Ong Chern Wei

1,348,400 0.22

59 Chew Beng Seng 1,330,000 0.22

60 Poon Cheong Yung @ Eva 1,300,000 0.21

Directors’ shareholDiNgs as per the register of Directors’ shareholDiNgs as at 28 october 2014

Direct shareholdings

indirect shareholdings

NameNo. of

shares %No. of

shares %

1. Dato’ Ir Abdul Rashid Bin Ahmad 2,449,995 0.40 8,140,995(1) 1.34

2. Lim Chong Ling 21,902,000 3.60 900,000(2) 0.15

3. Geh Yean Chang 22,355,400 3.67 7,686,000(3) 1.26

4. Rezal Zain Bin Abdul Rashid 8,140,995 1.34 2,449,995(4) 0.40

5. Thye Fook Keong - - - -

6. Lim Choong Yik 10,000,000 1.64 3,000,000(5) 0.49

7. Dr Loh Leong Hua 700,800 0.12 - -

8 Jeremie Ting Keng Fui 2,672,600 0.44 789,900(6) 0.13

Notes:-

(1) Deemed interest by virtue of his son, Rezal Zain Bin Abdul Rashid’s direct shareholdings in YFG (2) Deemed interest by virtue of his spouse, Hoh Sow Kuen’s direct shareholdings in YFG(3) Deemed interest by virtue of Section 6A of the Companies Act, 1965 via Apex Term Sdn Bhd’s direct shareholdings in YFG (4) Deemed interest by virtue of his father, Dato’ Ir Abdul Rashid Bin Ahmad’s direct shareholdings in YFG (5) Deemed interest by virtue of his spouse. Tan Sock Peng’s, his son, Lim Kok Kuan’s, and his daughter, Lim Yoke Kuan’s direct

shareholdings in YFG.(6) Deemed interest by virtue of his spouse, Ooi Chui Hoon’s direct shareholdings in YFG




substaNtial shareholDer as per the register of substaNtial shareholDers as at 28 october 2014

Direct shareholdings

indirect shareholdings

NameNo. of

shares %No. of

shares %


58,184,717 9.55 - -


ANALYSIS OF WARRANT HOLDINGS

right issue of warrants 2011/2016 : 304,534,998 free detachable warrants (Warrants) at an issue price of RM0.11 per Rights Share on the basis of two (2) Rights Shares together with three (3) Warrants for every four (4) existing ordinary shares of RM0.10 each held in YFG

No. of warrants unexercised : 304,534,998exercise period : From the date of issuance on 28 March 2011 to the expiry date on 27 March

2016exercise price : RM0.13exercise/conversion : 1 Warrant for 1 Ordinary Share

aNalysis by siZe of warraNt holDiNgs as at 28 october 2014

size of holdings

No. of warrant holders %

No. of warrants

held %

1 – 99 128 7.25 5,707 0

100 – 1,000 56 3.17 30,499 0.01

1,001 – 10,000 340 19.26 2,044,073 0.67

10,001 – 100,000 796 45.10 40,440,267 13.28

100,001 – 15,226,748 (*) 444 25.16 231,029,952 75.86

15,226,749 and above (**) 1 0.06 30,984,500 10.18

total 1,765 100 304,534,998 100

Remark: * Less than 5% of the issued holdings ** 5% and above of the issued holdings

list of top 60 warraNt holDers as at 28 october 2014

No. NameNo. of

shares %


30,984,500 10.17

2 Reson Sdn Bhd 12,375,350 4.06

3 Geh Yean Chang 6,570,487 2.16

4 Li Kit Nam 5,608,500 1.84

5 Ooi Poay Lum 4,380,000 1.44

6 Ong Yeng Tian@Ong Weng Tian 4,291,200 1.41

7 Geh Yean Chang 4,121,550 1.35

8 Apex Term Sdn Bhd 3,843,000 1.26

9 Liu, Ching-An 3,562,000 1.17

10 Maybank Nominees (Tempatan) Sdn BhdPledged Securities Account for Chong Chin Keong

2,850,400 0.94

11 Chua Seng Hock 2,733,000 0.90

12 Inter-Pacific Equity Nominnes (Tempatan) Sdn BhdPledged Securities Account for Cheah Tuck Hing (AC0048)

2,560,000 0.84

13 Lee Chee Seng 2,447,000 0.80

14 Rezal Zain Bin Abdul Rashid 2,283,247 0.75

15 Lee Chong Woei 2,100,000 0.69

16 Chan King Sen 2,020,000 0.66


ANALYSIS OF WARRANT HOLDINGS Cont’d

list of top 60 warraNt holDers as at 28 october 2014 Cont’d

No. NameNo. of

shares %

17 Ho Chee Keong @ Hoh Chee Keong 2,000,000 0.66

18 Woon Sin Khiong 2,000,000 0.66

19 Centre Group Sdn Bhd 1,973,250 0.65

20 Tan Kim Chai 1,840,000 0.60

21 Lum Yin Mui 1,832,000 0.60

22 Pang Sek Loh 1,825,650 0.60

23 Hon Mea Sang 1,800,000 0.59

24 Surplus Euro Sdn Bhd 1,719,300 0.56

25 Ong Seh Yew 1,718,550 0.56

26 Yeoh Yap Wing 1,717,100 0.56

27 Ng Fook Men 1,700,000 0.56

28 CIMB Group Nominees (Tempatan) Sdn BhdCIMB Commerce Trustee Berhad for TA Small Cap Fund

1,650,000 0.54

29 Ling Ah Keng 1,600,000 0.53

30 Public Nominees (Tempatan) Sdn BhdPledged Securities Account for Yap Soon Lee (E-SS2)

1,600,000 0.53

31 CIMSEC Nominees (Tempatan) Sdn BhdExempt An for CIMB Securities (Singapore) Pte Ltd (Retail Clients)

1,500,000 0.49

32 Ng Sim Kim 1,500,000 0.49

33 JF Apex Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Chng Cheng Chuan (STA 2)

1,499,000 0.49

34 Cheong Paik See 1,430,600 0.47

35 Ting Keng Fui 1,417,900 0.47

36 Leow Choong San 1,360,000 0.45

37 Glendale Corporation Sdn Bhd 1,352,242 0.44

38 Loo Sun Hor 1,294,350 0.43

39 Ong Seh Choon 1,289,700 0.42

40 Kenanga Nominees (Tempatan) Sdn BhdPledged Securities Account for Teo Cheng Choo (007)

1,221,048 0.40

41 Ng Seng Huat 1,200,000 0.39

42 Tan Teck Sin 1,200,000 0.39

43 Wo Chin Yong 1,200,000 0.39

44 Kenanga Nominees (Asing) Sdn BhdPledged Securities Account for Lim Jin Choo (002)

1,176,900 0.39

45 Tan Man Mui 1,151,900 0.38

46 Chew Beng Seng 1,150,000 0.38

47 Pak Liew Mei 1,150,000 0.38

48 Ho Kiong Chan 1,118,003 0.37

49 Chiew Yan Yoon 1,100,000 0.36

50 Ng Chee Eng 1,100,000 0.36

51 Leow Choong San 1,046,200 0.34

52 Chang Hock Tiew 1,000,000 0.33


ANALYSIS OF WARRANT HOLDINGS Cont’d

list of top 60 warraNt holDers as at 28 october 2014 Cont’d

No. NameNo. of

shares %

53 Choo Soon Teck 1,000,000 0.33

54 Chuah Chong Jin 1,000,000 0.33

55 Hong Chyh Jong 1,000,000 0.33

56 Kenanga Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Wong Kee Gwo

1,000,000 0.33

57 Lim Ci Ren 1,000,000 0.33

58 Tan Gaik Siong 1,000,000 0.33

59 Wong Xuan Ji 1,000,000 0.33

60 Lim Yu Ming 980,300 0.32

Directors’ warraNt holDiNgs as per the register of Directors’ warraNt holDiNgs as at 28 october 2014

Name

Direct warrant holdings

indirect warrant holdings

No. of warrants

held %

No. of warrants

held %

1. Dato’ Ir Abdul Rashid Bin Ahmad - - 2,295,494(1) 0.75

2. Lim Chong Ling 75,000 0.03 - -

3. Geh Yean Chang 11,017,341 3.62 3,843,000(2) 1.26

4. Rezal Zain Bin Abdul Rashid 2,295,194 0.75 - -

5. Thye Fook Keong - - - -

6. Lim Choong Yik - - - -

7. Dr Loh Leong Hua - - - -

8 Jeremie Ting Keng Fui 1,417,900 0.47 434,850(3) 0.14

Notes:-

(1) Deemed interest by virtue of his son, Rezal Zain Bin Abdul Rashid’s direct warrant holdings in YFG (2) Deemed interest by virtue of Section 6A of the Companies Act, 1965 via Apex Term Sdn Bhd’s direct warrant holdings in YFG (3) Deemed interest by virtue of his spouse, Ooi Chui Hoon’s direct warrant holdings in YFG


NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby giVeN that the Fifteenth Annual General Meeting of YFG BERHAD will be held at OWG, Inspire 1, No.10, Jalan Pelukis U1, Temasya Industrial Park, 40150 Shah Alam, Selangor Darul Ehsan on Wednesday, 3 December 2014 at 10.00 a.m. to transact the following business:-

ageNDa

1. To receive the Audited Financial Statements for the year ended 30 June 2014 together with the Directors and Auditors’ Report thereon.

2. To approve the payment of Directors’ fees for the year ended 30 June 2014.

3. To re-elect the following Directors who retire by rotation pursuant to Article 82 of the Company’s Articles of Association:-

(a) Mr Lim Chong Ling (b) Encik Rezal Zain Bin Abdul Rashid

4. To re-appoint YBhg Dato’ Ir Abdul Rashid Bin Ahmad pursuant to Section 129(6) of the Companies Act, 1965.

5. To re-appoint Messrs KPMG, the retiring Auditors of the Company and to authorise the Board of Directors to fix their remuneration.

6. As Special Business, to consider and, if thought fit, to pass the following ordinary resolution -

6.1 coNtiNuiNg iN office as aN iNDepeNDeNt NoN-eXecutiVe Director

“THAT approval be and is hereby given to Encik Rezal Zain Bin Abdul Rashid who would has served as an Independent Non-Executive Director of the Company for a cumulative term of nine years by 25 October 2015, to continue to act as an Independent Non-Executive Director of the Company.”

6.2 authority to Directors to issue aND allot shares pursuaNt to sectioN 132D of the coMpaNies act, 1965

“that pursuant to Section 132D of the Companies Act, 1965, the Directors be and are hereby empowered to issue and allot shares in the Company, at any time and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit, provided that the aggregate number of shares to be issued pursuant to this resolution does not exceed ten per centum (10%) of the issued and paid-up share capital of the Company for the time being, subject always to the approvals of the relevant regulatory authorities and that such authority shall continue to be in force until the conclusion of the next Annual General Meeting of the Company.”

7. To consider any other business for which due notice shall have been given.

By Order of the Board yfg berhaD

aNg leoNg hoe (ca 32858)Company SecretaryShah Alam11 November 2014

(resolution 1)

(resolution 2)(resolution 3)

(resolution 4)

(resolution 5)

(resolution 6)

(resolution 7)


Notes –

(1) A member whose name appears in the Record of Depositors as at 27 November 2014 shall be entitled to attend and vote at the meeting.

(2) Proxy –

(i) A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend, speak and vote on his (her) behalf. A proxy may but need not be a member of the Company and the provisions of Section 149(l)(b) of the Companies Act, 1965 shall not apply to the Company.

(ii) Where a member appoints two (2) proxies or more proxies, the appointment shall be invalid unless the proportions of shareholdings to be represented by each proxy are specified.

(iii) The Form of Proxy shall be signed by the appointor or his (her) attorney duly authorised in writing or, if the member is a corporation, either under its common seal or under the hand of an officer or attorney so authorised.

(iv) The instrument appointing a proxy must be deposited at the registered office of the Company at No.6, Jalan Tiang U8/92. Perindustrian Bukit Jelutong, Seksyen U8, 40150 Shah Alam, Selangor Darul Ehsan, Malaysia not less than forty-eight (48) hours before the time for the meeting or any adjournment thereof.

(v) Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account. 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.

(3) Resolution 4

This resolution is in accordance with Section 129(6) of the Companies Act, 1965 which requires that a separate resolution be passed to re-appoint YBhg Dato’ Ir. Abdul Rashid Bin Ahmad who is over 70 years of age as Director of the Company and to hold office until the conclusion of the next Annual General Meeting of the Company. This resolution must be passed by a majority of not less than three-fourth of such members of the Company as being entitled to vote in person or by proxy at the Annual General Meeting of the Company.

(4) Resolution 6

Continuing in office as an Independent Non-Executive Director

The Board of Directors of the Company, after having assessed the independence of Encik Rezal Zain Bin Abdul Rashid who would has served as an Independent Non-Executive Director for a cumulative 9 years’ service in the Company by 25 October 2015, recommend to retain him as Independent Non-Executive Director of the Company based on the following justifications:-

a) He meets the criteria under the definition of an Independent Director as stated in the Main Market Listing Requirements.

b) He is able to provide independent judgment, objectively and check and balance to the Board

c) He has performed his duties and responsibilities diligently and in the best interest of the Company without being subjected to the influence of Management.

d) He is familiar with the Group’s business operations and has devoted sufficient time and attention to his professional obligations and attended the Board and Committee meetings for an informed and balance decision making

(5) Resolution 6

This resolution, if passed, will empower the Directors to issue up to 10% of the issued share capital of the Company for, for purposes of and not limited to funding future investment projects, working capital, and/or acquisitions. The authorisation, will commence from the date of this Annual General Meeting and unless revoked or varied by the Company at a general meeting, will expire at the next Annual General Meeting. The approval is a renewed general mandate and is sought to provide flexibility and avoid any delay and cost in convening a general meeting for such issuance of shares.

NOTICE OF ANNUAL GENERAL MEETING Cont’d

yfg berhaD (Company No. 499758 - W)

proXy forM

I/We

NRIC/Passport/Company No.: Mobile Phone No.:

CDS Account No.: Number of Shares Held:

Address:

being a member of YFG BERHAD, hereby appoint:-

1] Name of Proxy: NRIC No.: Address:

Number of Shares Represented: 2] Name of Proxy: NRIC No.: Address:

Number of Shares Represented:

or failing him/her, the Chairman of the Meeting, as my/our proxy to vote for me/us and on my/our behalf at the Fifteenth General Meeting of the Company to be held at OWG, Inspire 1, No.10, Jalan Pelukis U1, Temasya Industrial Park, 40150 Shah Alam, Selangor Darul Ehsan on Wednesday, 3 December 2014 at 10.00 a.m. or at any adjournment thereof, in the manner indicated below:-

No. resolutions for against1. Resolution 12. Resolution 23. Resolution 34. Resolution 45. Resolution 56. Resolution 67. Resolution 7

* Strike out whichever not applicable.

[Please indicate with (X] in the spaces provided how you wish your vote to be casted. If no specific direction as to voting is given, the proxy will vote or abstain at his(her] discretion]

Dated this day of 2014

Signature/Common Seal of Member

NOTES

1. A member whose name appears in the Record of Depositors as at 27 November 2014 shall be entitled to attend and vote at the meeting.

2. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend and vote on his(her) behalf. A proxy may but need not be a member ofthe Company and the provisions of Section 149 (l)(b) of the Companies Act, 1965 shall not apply to the Company.

3. Where a member appoints two (2) or more proxies, the appointment shall be invalid unless the proportions of the shareholdings to be represented by each proxy are specified.

4. The Form of Proxy shall be signed by the appointor or his(her) attorney duly authorised in writing or, if the member is a corporation, either under its common seal or under the hand of an officer or attorney so authorised.

5. The instrument appointing a proxy must be deposited at the registered office of the Company at No.6, Jalan Tiang U8/92, Perindustrian Bukit Jelutong, Seksyen U8, 40150 Shah Alam, Selangor Darul Ehsan not less than forty eight (48) hours before the time for the meeting or any adjournment thereof.

6. Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories] Act 1991, it may appoint at least one proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account. 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.

AFFIXSTAMP

1st Fold Here

Fold This Flap For Sealing

Then Fold Here

The Company Secretary

yfg berhaD (499758-W)

No. 6, Jalan Tiang U8/92Perindustrian Bukit Jelutong

Seksyen U840150 Shah Alam

Selangor Darul Ehsan

table of contents 11/11/2014 · annual report 2014 yfg berhad (499758-w) no. 6, jalan tiang u8/92,...

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