Annual Report 2014

Transcription

Annual Report 2014

TABLE OF
CONTENTS
02
DIRECTORS’ RESPONSIBILITY STATEMENT
03
04
CORPORATE STRUCTURE
05
06
GROUP’S FINANCIAL HIGHLIGHTS
CORPORATE INFORMATION
BOARD OF DIRECTORS’ PROFILE
10
12
CALENDAR OF EVENTS 2013/2014
CHAIRMAN’S STATEMENT
16 NOTICE OF ANNUAL GENERAL MEETING
21
STATEMENT OF CORPORATE GOVERNANCE
27 STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL
29
AUDIT COMMITTEE REPORT
33
FINANCIAL STATEMENTS
130
ANALYSIS OF SHAREHOLDINGS
132
PROPERTIES OWNED BY THE GROUP
135
FORM OF PROXY
annual report 2014 DELLOYD VENTURES BERHAD
2
DIRECTORS’
RESPONSIBILITY STATEMENT
The Directors are required by the Companies Act, 1965 (the
“Act”) to prepare financial statements for each financial year
which give a true and fair view of the state of affairs of the
Group and of the Company and their results and cash flows
for the financial year. As required by the Act and the Listing
Requirements of Bursa Malaysia Securities Berhad, the financial
statement have been prepared in accordance with the applicable
approved accounting standards in Malaysia and provisions of the
Act.
Following discussions with the external auditors, the Directors
consider that the Company uses appropriate accounting policies
that are consistently applied and supported by reasonable as
well as prudent judgments and estimates.
The Directors are responsible for ensuring that the Group and
the Company keep proper accounting records which disclose
with reasonable accuracy at any time the financial position of
the Group and the Company and to enable them to ensure that
financial statements comply with the Act.
The Directors have a general responsibility for taking such steps
that are reasonably available to them to safeguard the assets of
the Group and of the Company and to prevent and detect fraud
and other irregularities.
DELLOYD VENTURES BERHAD annual report 2014
3
GROUP’S FINANCIAL HIGHLIGHTS
2009
RM’000
(15 months)
2011
RM’000
2012
RM’000
2013
RM’000
2014
RM’000
286,271
44,217
33,824
510,319
84,858
58,910
466,218
54,953
39,364
424,674
43,566
32,929
411,224
35,796
27,432
87,819
309,507
504,284
90,679
367,121
563,094
95,982
398,807
584,789
96,895
418,235
561,943
96,718
433,092
584,035
38.5
352.0
6.0
65.0
390.0
18.0
41.0
411.0
12.0
34.0
432.0
10.0
28.4
448.0
8.0
INCOME STATEMENT
Revenue
Profit Before Taxation
Profit Attributable To Shareholders
Statement of Financial Position
Issued And Paid Up Capital, net of treasury shares *
Shareholders’ Funds
Total Assets
Per Share Data (sen)
Net Earnings Per Share (EPS) #
Net Assets Per Share
Dividend Per Share
* For the purpose of calculating EPS
# Earnings per share is calculated based on the weighted average number of ordinary shares
Profit Before Taxation ( RM Million )
Revenue ( RM Million )
120
600
510.3
500
466.2
100
424.7
400
300
411.2
286.3
84.9
80
55.0
60
44.2
200
40
100
20
0
2009
2011
2012
2013
2014
0
2009
43.6
2011
Net Assets Per Share ( Sen )
2014
120
500
352
390
411
432
448
100
80
65.0
300
60
200
40
100
20
0
2013
EPS ( Sen )
600
400
2012
35.8
2009
2011
2012
2013
2014
0
41.0
38.5
2009
2011
2012
34.0
2013
28.4
2014
4
CORPORATE STRUCTURE
AUTOMOTIVE
100%
100%
100%
100%
DELLOYD AUTO PARTS (M) SDN BHD
DELLOYD R&D (M) SDN BHD
DELLOYD AUTO PARTS MFG SDN BHD
DELLOYD ELECTRONICS (M) SDN BHD
40% BROSE DELLOYD AUTOMOTIVE CO., LTD.
30% ICHIKOH (MALAYSIA) SDN BHD
21% PT JFD INDONESIA
7.5% PT JIDECO INDONESIA
100% DELLOYD INDUSTRIES (M) SDN BHD
100% DELLOYD INDUSTRIES (THAILAND) CO., LTD
100% GMI MOULD INDUSTRIES SDN BHD
90% DELLOYD-TIMS (THAILAND) CO., LTD
49% PT MURAKAMI DELLOYD INDONESIA
21% AUTOPARTS NETWORKS
ALLIANCES SDN BHD
PLANTATION
90% DELLOYD PLANTATION SDN BHD
60%
PT REBINMAS JAYA
VEHICLE DISTRIBUTION
100% ATOZ MOTOR MARKETING SDN BHD
100% ATOZ MOTOR SERVICES SDN BHD
100% VANTAGE SPEED SDN BHD
100% MAGNAVISION (M) SDN BHD
100% DELLOYD CORPORATION SDN BHD
90% PT ASIAN AUTO INTERNATIONAL
OTHERS
100% DELLOYD (MALAYSIA) SDN BHD
100% DELLOYD MANAGEMENT SERVICES (M) SDN BHD
100% DELLOYD INFOCOMM SDN BHD
97.5% PREMIER ASIAN AUTO PUBLICATIONS (M) SDN BHD
40% INTELLI-TELEMATICS ASIA SDN BHD
CORPORATE INFORMATION
BOARD OF DIRECTORS
NOMINATION COMMITTEE
MANAGEMENT TEAM
General Tan Sri (Dr) Mohamed
Hashim Bin Mohd Ali (Rtd)
Chairman,
Independent Non-Executive
Director
Chairman
Dato’ Sri Tee Boon Kee
Group Managing Director
Dato’ Dr M SHANmughalingam,
Dato’ Eow Kwan Hoong
Dato’ Leon Tee Wee Leng
Deputy
Deputy
Dato’ Ir Haji Noor Azmi
Bin Jaafar
Executive Director
Datin Sri Chung Geok Siew
Executive Director
Dato’ Tee Boon Keat
Executive Director
REGISTERED OFFICE
52A, Lebuh Enggang,
41150 Klang
Selangor Darul Ehsan
Tel : (03) 3343 7145
Fax : (03) 3343 3296
AUDITORS
Crowe Horwath
Kuala Lumpur Office
Chartered Accountants
Chung Chee Sun
REGISTRAR
Non-Independent Non-Executive
Director
Bina Management (M) Sdn Bhd
Lot 10, The Highway Centre,
Dato’ Dr. M SHANmughalingam Jalan 51/205
46050 Petaling Jaya,
Director
Tel : (03) 7784 3922
Fax : (03) 7784 1988
Director
STOCK EXCHANGE LISTING
SECRETARIES
Ng Say Or
Yew Ing Chuo
AUDIT COMMITTEE
Chairman
Dato’ Dr M SHANmughalingam
REMUNERATION COMMITTEE
Dato’ Dr. M SHANmughalingam
Chairman
Bursa Malaysia
Main Market
Stock Code : 6505
PRINCIPAL BANKERS
HSBC Bank Malaysia Berhad
RHB Bank Berhad
Hong Leong Bank Berhad
OCBC Bank (Malaysia) Berhad
SOLICITORS
J. M. Chong, Vincent Chee and Co
Lee, Perara & Tan
Dato’ Ir Haji Noor Azmi
Bin Jaafar
Managing Director
Automotive Group
Group Finance Director
5
Tee Choon Kuan
Chief Operating Officer
Delloyd Electronics (M) Sdn Bhd
Jessica Tho Lai Foong
General Manager
Group Finance & Accounts
Hasbullah Bin Abdul Rahman
General Manager
Delloyd R&D (M) Sdn Bhd
Tsuneo Matsunaga
Advisor - Business Development
Automotive Group
Executive Director
CEO - Delloyd Auto Parts (M)
Sdn Bhd
Chang Poh Meng
General Manager - Estate Division
PT Rebinmas Jaya, Indonesia
Chua Soo Seong
Deputy CEO /
Director of Manufacturing
Kong Kam Sang
Advisor - Oil Mill Division
PT Rebinmas Jaya, Indonesia
Chan Yoke Hoong
Chief Financial Officer
Gan Nean Paul
Director of Business
Development
Automotive Group
Mustaffa Bin Haji Bakar
Director of Engineering & Quality
Automotive Group
Lawrence Chong Kin Min
Director of Group Purchasing
Badrol Hisham Bin Jeran
Delloyd Industries (M) Sdn Bhd
Tay Koh Heng
Delloyd Auto Parts Mfg Sdn Bhd
6
GENERAL TAN SRI (DR) MOHAMED HASHIM BIN MOHD ALI (RTD)
CHAIRMAN
DATO’ SRI TEE BOON KEE
GROUP MANAGING DIRECTOR
INDEPENDENT
NON-EXECUTIVE DIRECTOR
General Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd), aged
79, a Malaysian, was appointed an Independent Non-Executive
Director and Chairman of Delloyd Ventures Berhad (DVB) on
6 August 1996. He is also the Chairman of the Nomination
Committee and sits on the Audit Committee of the Board.
Dato’ Sri Tee Boon Kee aged 60, a Malaysian is the
Group Managing Director of Delloyd Ventures Berhad.
He was appointed to the Board on 6 August 1996 and
sits on the ESOS and the Remuneration Committees of
the Board.
He holds a Diploma in Advance Business Management from
Harvard Business School. He was conferred the Honorary
Doctorate by the University of Salford, United Kingdom in 1999
and the Honorary Doctorate by the Malaysian National Defence
University in October 2012. He is a member of the Selangor
Royal Court (Ahli Dewan DiRaja Selangor) since 1 January 2005.
Dato’ Sri Tee is a businessman by profession and cofounder of the DVB Group. The first company founded
by him was Delloyd Auto Parts (M) Sdn Bhd in 1984,
which specializes in importing and distributing of
automotive parts and accessories in Malaysia. Whilst
in the midst of establishing a market niche in Malaysia,
he had also set up Delloyd (Malaysia) Sdn Bhd in 1987
to undertake direct exports of replacement equipment/
accessories parts. He formed Delloyd Industries (M)
Sdn Bhd and Delloyd Auto Parts Mfg Sdn Bhd to
produce OEM and replacement equipment/accessories
parts in 1989 and 1990 respectively. He also possesses
in-depth knowledge and experience in the other major
sectors of the Group’s business viz. the motor vehicles
and oil palm plantation sectors.
Prior to his entry into the corporate world, General Tan Sri (Dr)
Mohamed Hashim Bin Mohd Ali (Rtd) was the Chief of Defence
Forces in the Malaysian Armed Forces where he chalked up 40
years of dedicated service. During his tenure in the Malaysian
Armed Forces, he had initiated the re-organisation and
modernisation of the Army.
He is the Chairman of Ajinomoto (Malaysia) Berhad, Country
Heights Holdings Berhad, Chiyoda (M) Sdn Bhd, Yokogawa
Kontrol (M) Sdn Bhd, Dibena Enterprise Sdn Bhd, Datasonic
Group Bhd and National Aerospace & Defence Industries Sdn
Bhd. He is currently the Chairman of the South East Asian
Association of Glutamate Science (“SEAAGS”). The member
countries are Thailand, Indonesia, Philippines, Vietnam and
Malaysia. He is also on the Board of Institute of Strategic
and International Studies (ISIS) as well as some other private
companies.
He has no family relationship with any directors and/or major
shareholders of DVB nor any personal interest in any business
arrangement involving the Company. He has not been convicted
of any offences within the past 10 years.
He is the spouse of Datin Sri Chung Geok Siew, an
Executive Director of the Group. His son, Dato’ Leon
Tee Wee Leng and brother, Dato’ Tee Boon Keat, are
also members of the Board.
He is deemed interested in certain related party
transactions of a revenue or trading nature which are
necessary for the day-to-day operations of the Group
as disclosed on page 105 to 108 of the Annual Report.
He has not been convicted of any offences within the
past 10 years.
DATO’ LEON TEE WEE LENG
DEPUTY
GROUP MANAGING DIRECTOR
Dato’ Leon Tee Wee Leng aged 36, a Malaysian,
was appointed to the Board on 29 May 2013. He
has been designated Deputy Group Managing
Director of Delloyd Ventures Berhad.
Dato’ Leon Tee graduated with a Bachelor of
Commerce degree from Monash University
Clayton, Australia.
He joined Delloyd Group in 2003 as Manager
in charge of Business Development and
subsequently became the Deputy CEO of
Corporate and Business Development in 2008.
He assists the Group Managing Director to
oversee the Group’s local and overseas business
development in the automotive components
and oil palm plantations sectors.
His father, Dato’ Sri Tee Boon Kee and mother,
Datin Sri Chung Geok Siew are both members
of the Board.
He is deemed interested in certain related
party transactions of a revenue or trading
nature which are necessary for the day-to-day
operations of the Group as disclosed on page
105 to 108 of the Annual Report. He has not
been convicted of any offences within the past
10 years.
DATO’ IR HAJI NOOR AZMI BIN JAAFAR
EXECUTIVE DIRECTOR
Dato’ Ir. Haji Noor Azmi Bin Jaafar
aged 58, a Malaysian is an Executive
Director of Delloyd Ventures Berhad.
He was appointed to the Board
on 6 August 1996 and sits on the
ESOS Committee of the Board. He
graduated from UiTM with Diploma
in Mechanical Engineering and a
Bachelor of Science in Mechanical
Engineering.
Subsequently, he
obtained a Master of Science in
Mechanical
Engineering
from
University of Miami, USA. He is a
member of the Institution of Engineers
Malaysia (MIEM) and a registered
Professional Engineer (P. Eng) with
the Board of Engineer, Malaysia.
Dato’ Ir. Haji Noor Azmi started his
career in 1979 as a lecturer in the
Faculty of Mechanical Engineering,
UiTM and his last position at UiTM
was Head of Thermodynamics and
Heat Transfer Division. In 1984,
he joined PROTON (Perusahaan
Otomobil Nasional Berhad) and
assumed various capacities in Quality
Control, Local Content, Localisation,
Warranty & Technical Services and
Procurement & Vendor Development.
After seven and half years with
PROTON, he joined Delloyd
Industries (M) Sdn Bhd as Director
and Advisor to the Managing Director.
He was appointed Manufacturing
Director in 1995 and with effect from
August 2008 was appointed Chief
Executive Officer of the Group’s
automotive components division,
and redesignated Managing Director
with effect from 1 April 2013. This
division comprises main subsidiaries
including Delloyd Industries (M) Sdn
Bhd, Delloyd Electronics (M) Sdn
Bhd, Delloyd Auto Parts Mfg Sdn
Bhd, Delloyd (Malaysia) Sdn Bhd,
Delloyd R&D (M) Sdn Bhd and other
overseas operations.
Dato’ Ir. Haji Noor Azmi is an academic
advisor to the Faculty of Mechanical
Engineering UiTM, Faculty of
Mechanical Engineering for Doctor
and Master of Philosophy Programme
for UTM Razak School of Engineering
and Advanced Technology, Faculty
of Mechanical Engineering Politeknik
Sultan Salahuddin Abdul Aziz Shah,
Shah Alam, Faculty of Mechanical
Engineering UniMalaysia Pahang and
School of Manufacturing Engineering
University Malaysia Perlis (Uni
MAP). He is also a Treasurer of
the Engineering Faculty Alumni
Association (EFAA) – UiTM.
Since May 27, 2011, Dato’ Ir. Haji
Noor Azmi has been the President of
Proton Vendors Association.
He has no family relationship with any
directors and/or major shareholders of
DVB. He has not been convicted of
any offences within the past 10 years.
7
8
DATO’ TEE BOON KEAT
EXECUTIVE DIRECTOR
CHUNG CHEE SUN
EXECUTIVE DIRECTOR
Datin Sri Chung Geok Siew aged 61,
a Malaysian is an Executive Director
of Delloyd Ventures Berhad. She was
appointed to the Board on 6 August
1996 and sits on the ESOS Committee
of the Board.
Dato’ Tee Boon Keat aged 50, a
Malaysian is Executive Director of
Delloyd Ventures Berhad. He was
appointed to the Board on 6 August
1996 and is the brother of Dato’ Sri Tee
Boon Kee.
Chung Chee Sun, aged 59,
a Malaysian is a Non-Independent &
Non-Executive Director of Delloyd
Ventures Berhad. He was appointed to
the Board on 6 August 1996 and is the
brother of Datin Sri Chung Geok Siew.
Datin Sri Chung is one of the founding
members of the DVB Group. She
has been with the Group since the
inception of Delloyd Auto Parts (M)
Sdn Bhd in 1984. She holds the
position of Group Finance Director
primarily responsible for the finance,
administration, purchasing and human
resources functions of the Group. She
has garnered wide experience in the
financial and administrative aspects of
the Group’s automotive components
business as well as its oil palm
plantations business.
Dato’ Tee is a businessman by
profession and has vast experience in
the management of the automotive
accessories business. He is the Chief
Executive Officer of Delloyd Auto Parts
(M) Sdn Bhd. His main responsibility
is to oversee the company’s local and
export sales activities.
Mr. Chung is one of the founding
members of the DVB Group. He has
been with the Group since the inception
of Delloyd Auto Parts (M) Sdn Bhd in
1984. He has vast experience in the
operation of plastic injection machines
and mould management. On 27 August
2008, Mr Chung was redesignated as
non-independent and non-executive
director.
DATIN SRI CHUNG GEOK SIEW
She is the spouse of Dato’ Sri Tee Boon
Kee, Group Managing Director. Her
son, Dato’ Leon Tee Wee Leng and
her brother, Chung Chee Sun, are also
members of the Board.
He is deemed interested in certain
related party transactions of a revenue
or trading nature which are necessary
for the day-to-day operations of the
Group as disclosed on page 105 to 108
of the Annual Report. He has not been
convicted of any offences within the
past 10 years.
She is deemed interested in certain
of the Annual Report. She has not been
past 10 years.
NON-INDEPENDENT NON-EXECUTIVE
DIRECTOR
He is deemed interested in certain
of the Annual Report. He has not been
past 10 years.
DATO’ EOW KWAN HOONG
DATO’ DR M SHANMUGHALINGAM
INDEPENDENT NON-EXECUTIVE
DIRECTOR
INDEPENDENT NON-EXECUTIVE
DIRECTOR
Dato’ Dr. M SHAN aged 74,
a Malaysian, was appointed an
Independent Non-Executive Director
of Delloyd Ventures Berhad (DVB)
on 6 August 1996. He is Chairman
of the Remuneration Committee and
also sits on the Audit and Nomination
Committees of the Board.
He
obtained his Doctorate of Philosophy
in Economics and Government from
Oxford University, UK, Masters degree
in Economics and Government from
Harvard University, USA and Bachelor
of Arts (Honours) degree in Economics
from Univ. of Malaya. He is a Fellow
of the Economic Development
Institute, World Bank, USA.
From 1962 to 1978 he served the
Treasury, Ministry of Finance, his
last post being Deputy Secretary
(Economic) and from 1979 to 1991 in
PETRONAS (Petroleum Nasional Bhd)
his last post being General Manager.
From 1992 to 1996 he was Managing
Director of Sri Inderajaya Sdn Bhd, the
holding company of GEC Malaysia Sdn
Bhd.
of CIMB (Commerce International
Merchant Bankers) (L) Ltd, CIMB
Discount House Bhd, CIMB Securities
Sdn Bhd, MIDF Aberdeen Asset
Management Sdn Bhd, and Malaysian
International
Merchant
Bankers
Berhad (MIMB), a subsidiary of MIDF
and an associate of Barclays Bank
Group, UK. He was on the Committee
of the Malaysian Administrative and
Diplomatic Service (P.T.D.) Alumni
Association, on the Board of the
VIOBA Foundation and Chairman,
Scholarship Committee and on the
Board of Selectors, Rhodes scholarship
to Oxford University.
Dato’ Dr. M SHAN represented
Malaysia at international conferences
of the ADB (Asian Development
Bank), the Commonwealth, IMF
(the International Monetary Fund),
OPEC (the Organisation of Petroleum
Exporting Countries), the United
Nations and the World Bank. He
was the Chairman and lead speaker
at several sittings of PECC (Pacific
Economic Co-operation Conference).
On invitation by the Kennedy School of
Government, Harvard University and
the Harvard Institute for International
Development, USA, he helped in the
design of a new Executive Programme
for Leaders in Development : Managing
Economic and Political Reform for
Harvard University.
Dato’ Eow Kwan Hoong aged 61, a Malaysian was
appointed an Independent Non-Executive Director of
Delloyd Ventures Berhad (DVB) on 22nd May 2001.
He is the Chairman of the Audit Committee, and also
sits on the ESOS, Nomination and Remuneration
Committees of the Board.
Dato’ Eow is a member of the Malaysian Institute of
Accountants and a Fellow member of the Chartered
Institute of Management Accountants (CIMA), United
Kingdom. In 2013, he was elected by CIMA members
in South East Asia to serve as a Council member of
CIMA UK for a three year term.
He joined the Lion Group as an Accounts Manager in
1982. After serving the Group for 17 years and holding
the post of Group Chief Accountant, he left in April
1998 to join IRIS Corporation Berhad as the Chief
Operating Officer. Currently, he sits on the Board of
IRIS Corporation Berhad and Main Board public listed
company Versatile Creative Berhad. In addition, he
also sits on the Boards of Lion Forest Industries Berhad,
Lion AMB Resources Berhad and several Malaysian
private limited companies.
He has no family relationship with any directors and/or
major shareholders of DVB nor any personal interest
in any business arrangement involving the Company.
He has not been convicted of any offences within the
past 10 years.
He is now Managing Director of
Trilogic Sdn Bhd, an investment
holding company since 1996. He is
Adviser, Hextar Holdings Bhd. He
sits on the Board of Trustees of the
Malaysian Institute of Economic
Research (MIER), the advisory panel to
Asian Strategy and Leadership Institute
(ASLI) and of the boards of non-listed He has no family relationship with any
companies.
directors and/or major shareholders of
DVB nor any personal interest in any
He was a Director of Edaran Otomobil business arrangement involving the
Nasional Berhad (EON) and Chairman Company. He has not been convicted
of its Remuneration Committee, PBA of any offences within the past 10
Holdings Bhd and Mamee-Double years.
Decker (M) Bhd all listed on the Main
Board. He was also on the Board
9
10
CALENDAR OF EVENTS
18/10/13
Payment of final single tier dividend
of 5 sen per share for the financial
year ended 31 March 2013.
10
12/09/13
17th Annual General Meeting at Kota
Permai Golf and Country Club, Shah
Alam, Selangor Darul Ehsan.
09
2013
12
06/12/13
Signing of Joint Venture & Shareholder’s
Agreement between Delloyd Industries (M)
Sdn Bhd & TIMS Technology (Thailand) Co.,
Ltd in Ayutthaya, Thailand.
11
13/11/13
13/1
1
Malaysian
Society of Occupational Safety and
Mal
Health
Heaa accorded Delloyd Industries (M) Sdn
Bhd
d (Gold) and Delloyd Electronics (M) Sdn
Bhd
hd
d and Delloyd Auto Parts Mfg Sdn Bhd
(both
( t Silver) awards for having good safety
(bot
and health programmes.
19/11/13
19/1
1
Delloyd
Industries (M) Sdn Bhd awarded the
Dell
Excellent
Delivery Vendor 2013 & 20 Years
Excee
Excellent
Contribution & Partnership by Perodua.
Excee
Exc
17/12/13
Award presentation to vendors by Group
Purchasing in recognition of their good
performance and support.
24/12/13
Annual blood donation campaign amongst
staff to replenish Klang General Hospital’s
blood bank.
11
20/03/14
20/0
20
/03/
/0
3/1
3/
14
14
of Delloyd
Team FIKIR
F
yd Industries
Indu
ustriess (M)
(
Sdn Bhd Tg Malim awarded Gold and ICC
Muda Award during Mini Konvensyen
Team Excellent Wilayah Tengah by
Malaysia Productivity Corporation (MPC).
10/01/14
Delloyd Group of Companies Annual Dinner.
28/03/14
Payment of first interim single tier
dividend of 3 sen per share for the
financial year ending 31 March 2014.
01
14/03/14
14
14/0
4/0
/03/
/03
03/
3/14
14
Delloyd
Delloyyd Industries
D
Indu
ndustries (M) Sdn Bhd
recognized as Best Delivery
Performance in 2013 by Isuzu
Hicom Malaysia Sdn Bhd.
03
2014
05
20/05/14
awarded Certificate of Appreciation
2013 by Toyota Boshoku UMW Sdn
Bhd in recognition of its commitment
towards 381A Model Development.
06
12/06/14
Delloyd Industries (M) Sdn Bhd presented a
Certificate of CCCF 2013 (Safety Practice) by Toyota
Suppliers Club and UMW Toyota Motor Sdn Bhd.
07
29/05/14
Team FIKIR of Delloyd Industries (M)
Sdn Bhd Tg Malim awarded Gold Award
during ICC Regional Convention by MPC.
07/07/14
Launching of
Safety Awareness
Campaign.
12
Dear Shareholders,
On behalf of the Board of Directors, I am pleased to present the
Annual Report and Audited Financial Statements of Delloyd Ventures
Berhad for the financial year ended 31 March 2014.
Economic Landscape
The global economy is expected to be on a path of moderate recovery
amidst a volatile economic backdrop. In the major advanced
economies, broader signs of improvements have emerged. The Asian
economies have continued to experience sustained growth although
growth in domestic demand in some economies are showing signs
of moderation. The Malaysian economy is expected to grow at a
slightly stronger pace of 5% to 5.5% in 2014. Although some degree
of uncertainty exists in the global environment due to the volatility
of capital flows associated with the possibility or reduced global
liquidity, Malaysia’s external sector is expected to improve.
For the Malaysian economy, domestic demand will remain
supportive of growth. While domestic demand is expected to
moderate following the ongoing fiscal consolidation, the external
sector is expected to benefit from the improving global conditions.
The growth momentum is therefore expected to remain on a steady
trajectory.
Bagi pihak Lembaga Pengarah, saya dengan sukacitanya
membentangkan Laporan Tahunan dan Penyata Kewangan Beraudit
Delloyd Ventures Berhad bagi tahun kewangan berakhir 31 Mac
2014.
Lanskap Ekonomi
Ekonomi global dijangka pulih pada kadar sederhana dalam
keadaan yang ekonomi tidak menentu sekarang ini. Di kuasa
ekonomi yang lebih besar tanda-tanda pemulihan kelihatan lebih
jelas. Ekonomi Asia terus kekal berkembang walaupun pertumbuhan
dalam permintaan domestik disesetengah kawasan ekonomi
hanya pada kadar sederhana. Ekonomi Malaysia adalah dijangka
meningkat dengan lebih kukuh iaitu 5% kepada 5.5% pada 2014.
Sungguhpun terdapat sedikit ketidaktentuan dalam persekitaran
global disebabkan ketidakstabilan aliran kapital serta kemungkinan
pengurangan dalam cairan global, sektor luaran Malaysia dijangka
lebih baik.
Bagi ekonomi Malaysia, permintaan domestik masih menjadi
tunjang pertumbuhan yang utama. Disamping permintaan domestik
dijangka sederhana berikutan penyatuan kewangan yang berterusan,
sektor luaran dijangka akan memperolehi faedah dari keadaan
global yang lebih baik. Pergerakan dalam pertumbuhan ini dijangka
kekal pada lengkungan yang stabil.
Financial Review
For the financial year ended 31 March 2014, the Group’s
consolidated revenue reached RM411.2 million and posted a
profit before tax of RM35.8 million, representing a 3.2% and
17.8% decrease in revenue and pre-tax earnings respectively
compared to the preceding year.
Tinjauan Kewangan
Bagi tahun kewangan berakhir 31 Mac 2014, perolehan
Kumpulan keseluruhannya mencecah RM411.2 juta dan
mencatatkan keuntungan sebelum cukai sebanyak RM35.8
juta, iaitu 3.2% dan 17.8% lebih rendah berbanding tahun
sebelumnya.
Earnings per share stood at 28 sen (2013 : 34 sen) and Net
assets per share was RM4.48 (2013 : RM4.32). Shareholders’
funds increased to RM433.1 million (2013 : RM418.2
million). The Group’s financial liquidity remained healthy
with positive cash inflow of RM14.0 million for FY2014
(2013 : RM7.2 mil).
Pendapatan sesaham adalah pada 28 sen (2013 : 34 sen) dan
aset Bersih sesaham adalah RM4.48 (2013 : RM4.32). Dana
Pemengang-pemegang saham meningkat kepada RM433.1
juta (2013 : RM418.2 juta). Aliran kewangan Kumpulan
kekal kukuh dengan aliran tunai masuk yang positif sebanyak
RM14.0 juta pada 2014 (2013 :RM7.2 juta).
The year’s revenue and earnings were largely contributed by
the two major segments, namely, the automotive components
and the oil palm plantations segments. The automotive
components segment contributed 61.2% and 59.1%, and
the plantations segment contributed 26.6% and 40.7% to the
Group’s revenue and profit before tax respectively.
Perolehan dan pendapatan tahunan adalah sebahagian
besarnya dari dua segmen utama iaitu, komponen automotif
dan perladangan kelapa sawit. Segmen komponen
automotif menyumbangkan perolehan sebanyak 61.2%
dan keuntungan sebelum cukai sebanyak 59.1%, manakala
perladangan kelapa sawit pula menyumbangkan perolehan
sebanyak 26.6% dan keuntungan sebelum cukai sebanyak
40.7% kepada Kumpulan.
The performance of the Group during the year was
significantly impacted by the weakening of the Indonesian
Rupiah against the US Dollar and the Malaysian Ringgit
resulting in substantial unrealised loss on foreign exchange.
Prestasi Kumpulan pada tahun ini sangat terkesan disebabkan
oleh nilai Rupiah Indonesia yang lemah berbanding Dollar
Amerika dan Ringgit Malaysia menyebabkan penyusutan
dalam pertukaran wang asing.
Dividend
On 27 February 2014, the Board declared a single tier
interim dividend of 3 sen per share totalling RM2.9 million
which was paid out on 28 March 2014.
Dividen
Pada 27 Februari 2014, pihak Lembaga mengisytiharkan
dividen interim satu peringkat sebanyak 3 sen sesaham
melibatkan jumlah sebanyak RM2.9juta yang telah dibayar
pada 28 Mac 2014.
The Board has recommended a final single tier dividend of
5 sen per share for the financial year ended 31 March 2014
subject to the shareholders‘ approval at the forthcoming
AGM.
Pihak Lembaga mencadangkan dividen akhir satu peringkat
sebanyak 5 sen sesaham untuk tahun kewangan berakhir
31 Mac 2014 bergantung kepada kelulusan pemegangpemegang saham pada Mesyuarat Agung Tahunan akan
datang.
Business Review
Generally, 2013 had been a good year for the Malaysian
automotive industry. The Total Industry Volume had once
again exceeded the 600,000 mark, making it four consecutive
years in a row that the TIV breached the 600,000 mark.
The automotive industry’s good performance is mainly
attributed to the country’s economy and stable employment
environment. With the launch of several new and affordable
models, aggressive sales promotion and campaigns,
competition amongst the carmakers was further intensified.
However, market response had been favourable. The
Group’s automotive component segment had also benefitted
from this positive albeit competitive environment.
The Board notes that the Group’s automotive segment
performed satisfactorily. However, revenue from this
segment was lower and this was mainly due to the disposal
of a controlling interest in an Indonesian subsidiary in the
preceding year. Although TIV has been encouraging, the
operational profit margin for the Group’s automotive segment
has been on a declining trend. This segment is constantly
affected by pressures on selling prices as competition
amongst component manufacturers grew more intense.
Tinjauan Perniagaan
Umumnya, tahun 2013 merupakan tahun yang baik bagi
industri automotif Malaysia. Jumlah Keseluruhan Industri
sekali lagi mencecah aras lebih 600,000, menjadikan ia
pencapaian empat tahun berturut-turut mencecah aras
600,000.
Prestasi baik industri automotif merupakan penyumbang
kepada ekonomi Negara dan persekitaran pekerjaan yang
stabil. Dengan pelancaran beberapa model baru dan
mampu milik, promosi jualan dan kempen-kempen yang
agresif, persaingan antara pengilang-pengilang kereta lebih
intensif. Walaupun begitu, maklumbalas pasaran sangat
menggalakkan. Segmen komponen automotif Kumpulan
juga telah mendapat faedah dari persekitaran kompetitif
yang positif ini.
Lembaga Pengarah memahami bahawa prestasi segmen
automotif
Kumpulan
adalah
memuaskan.
Walau
bagaimanapun, perolehan dari segmen ini menurun
disebabkan oleh pelupusan pegangan dalam anak syarikat
di Indonesia pada tahun sebelumnya. Walaupun Jumlah
Keseluruhan Industri (TIV) begitu menggalakkan, julat
keuntungan operasi bagi segmen automotif Kumpulan
merosot. Segmen ini terkesan oleh tekanan harga jualan dari
persaingan dikalangan pengilang-pengilang komponen yang
meningkat.
13
14
The Group’s plantation segment recorded a satisfactory
revenue amounting to RM109.5 million. Both the Sungai
Rambai and Pulau Belitung plantations contributed positively
to the year’s performance. However, the segment’s pretax earnings of RM15.3 million was severely eroded by
unrealized foreign exchange loss of RM10.3 million.
Segmen perladangan Kumpulan merekodkan perolehan yang
memuaskan berjumlah RM109.5 juta. Kedua-dua ladang
Sungai Rambai dan Pulau Belitung merupakan penyumbang
kepada prestasi positif tahun ini. Walaubagaimanapun
pendapatan sebelum cukai sebanyak RM15.3 juta menyusut
disebabkan kehilangan dalam pertukaran wang asing
sebanyak RM10.3 juta.
The oil mill in the Belitung plantations is also steadily
increasing its CPO production. With the increase in FFB
production and outside fruits purchased, the oil mill will
continue to gradually enhance the sector’s profitability.
Kilang minyak sawit di Ladang Belitung juga meningkatkan
pengeluaran Minyak Sawit Mentah (CPO). Dengan
peningkatan pengeluaran Buah Tandan Bersih (FFB) dan
buah yang dibeli dari luar, Kilang minyak sawit akan terus
mengukuhkan keuntungan sektor ini.
Notwithstanding the steadily increasing FFB output from the
Indonesian estates due to higher proportion of hectarage
reaching maturity, the Group’s plantation segment continues
to face challenges given the prevailing fluctuations in foreign
exchange rates of the Indonesian Rupiah and the increasing
cost of production in Indonesia mainly due to increasing
labour cost and additional cost to be incurred to improve
poor soil condition.
Walapun peningkatan yang baik dalam pengeluaran Buah
Tandan Bersih (FFB) dari estet di Indonesia disebabkan
jumlah keluasan hektar yang mencapai tahap matang adalah
tinggi, segmen perladangan Kumpulan terus menghadapi
cabaran dari tukaran matawang asing bagi Rupiah Indonesia
dan peningkatan kos pengeluaran di Indonesia disebabkan
peningkatan kos buruh dan kos tambahan bagi memperbaiki
keadaan tanah .
Corporate Social Responsibility
Incorporating Corporate Social Responsibility (CSR) into
the Group’s annual programmes has always been an ongoing practice. The Group believes it is vital to improve
the conditions surrounding our stakeholders, employees,
community and environment as a responsible corporate
member of the community and the society at large.
Tanggungjawab Sosial Korporat
Perlaksanaan Tanggungjawab Sosial Korporat dalam program
tahunan Kumpulan merupakan usaha yang berterusan.
Kumpulan percaya kepada pentingnya untuk memperbaiki
keadaan disekeliling pemegang-pemegang saham, pekerjapekerja, masyarakat setempat dan persekitaran sebagai
ahli korporat yang bertanggungjawab terhadap masyarakat
setempat dan masyarakat keseluruhannya.
Our CSR covers key areas such as occupational health and
safety, employee welfare and development, community
welfare, environmental preservation and education and
training.
Tanggungjawab Sosial Korporat kami merangkumi beberapa
perkara utama seperti kesihatan dan keselamatan pekerjaan,
kebajikan dan pembangunan pekerja, kebajikan masyarakat
setempat, pemeliharaan persekitaran serta pelajaran dan
latihan.
Employees‘ safety are of prime importance to us. We have
in place a comprehensive set of procedures and policies
relating to occupational safety, emergency preparedness and
the control of health and safety hazards and other workplace
risks. These stringent controls in all areas of our operations
are never compromised.
In keeping with tradition, our CSR initiatives are extended
to the less fortunate. Towards this end, we make cash
contributions periodically to various education, social and
welfare needs of the community.
Outlook for 2014/15
Going forward, we believe that the recovery of the global
economy in 2014 will continue to be moderate and volatile.
For the Malaysian economy, the growth momentum in 2014
is expected to continue amid better performance of the
external sector. Domestic demand, however, is expected to
moderate reflecting the ongoing public sector consolidation
including subsidy rationalization measures.
Furthermore, rising costs of living and the spillover effects
of subsidy rationalization on the prices of other goods and
services resulting in inflation will likely see dampened
consumers’ sentiment for spending on big ticket items such
as new motor vehicles. The impending implementation of
the Goods & Services Tax (GST) scheduled for April 2015 on
passenger cars coupled with further rationalization on fuel
Keselamatan pekerja adalah keutamaan kami. Syarikat telah
menyediakan polisi dan prosedur yang menyeluruh berkaitan
Keselamatan di tempat kerja, persedian menghadapi
kecemasan dan pengawalan bahaya-bahaya dan risiko-risiko
kesihatan dan keselamatan di tempat kerja. Kawalan yang
menyeluruh dilakukan di semua kawasan operasi syarikat
tanpa kompromi.
Disamping itu, secara tradisinya, inisiatif Tangungjawab
Sosial Korporat syarikat juga kepada mereka yang kurang
bernasib baik. Setakat ini, syarikat telah menyumbangkan
wang tunai secara berterusan kepada pelbagai institusi
pendidikan serta badan-badan sosial dan kebajikan
masyarakat.
Tinjauan bagi 2014/15
Melihat kehadapan, kami percaya bahawa pemulihan
ekonomi global pada 2014 akan terus sederhana dan tidak
stabil. Bagi ekonomi Malaysia, pergerakan pertumbuhan
dalam 2014 dijangka terus dalam prestasi yang baik bagi
sektorluaran. Permintaan domestik, walaubagaimanapun
dijangka akan sederhana berikutan penyatuan sektor awam
termasuk langkah-langkah penyeragaman subsidi.
Tambahan pula, kos sara hidup yang meningkat dan kesan
dari penyeragaman subsidi ke atas harga barangan dan
perkhidmatan mengakibatkan inflasi yang akan mengetatkan
perbelanjaan pengguna terhadap barangan bernilai tinggi
seperti kenderaan baru. Cadangan perlaksanaan cukai
barangan dan perkhidmatan (GST) yang dijadualkan pada
subsidy are additional adverse factors which will dampen
consumers’ demand for new vehicles.
As expected, Bank Negara Malaysia has raised the benchmark
overnight policy rate by 25 basis points. The spillover effects
of this raise will undoubtedly result in wide-ranging effect on
the economy.
With inflation bearing down on the consumer, tightening
of bank lending guidelines for hire purchase of cars, higher
interest rates and on-going selling price pressure from OEM
automotive customers, the Group’s automotive components
segment is finding it increasingly difficult to maintain a
decent profit margin. The Group’s plantations in Indonesia
is expected to register moderate increase of its FFB output
in the following year. However, this segment continues to
face challenges given the prevailing fluctuations in foreign
exchange rates and the increasing cost of production.
With the prevailing operating environment, it appears that the
profitability of the Group may to some extent be adversely
affected. As such, the Board is cautiously optimistic that the
Group will sustain moderate growth in these major business
segments and we should continue to be vigilant and prudent
in managing its businesses.
Corporate Governance
The Group is pleased to present this year’s Annual Report to
the shareholders based on the application of the principles
and best practices of good governance as contained in the
Malaysian Code on Corporate Governance.
The Board is committed to ensuring that the highest standards
of corporate governance are practised in order to protect and
enhance shareholder value.
Acknowledgements
Delloyd Ventures Berhad’s continued success and growth
has indeed been a collective effort of the Board, the
Management and staff. On behalf of the Group, I would like
to express my deepest gratitude to the management team and
our employees for their resourcefulness and dedication.
I also wish to take this opportunity to record our appreciation
to Dato‘ Mohamed Nizam Bin Abdul Razak for his invaluable
contribution to the Group during his tenure as a NonExecutive Director and we wish him success in all his other
assignments and undertakings.
My appreciation also goes to our shareholders, valued
customers, suppliers, bankers, business associates and the
various government authorities and last but not least, our inhouse union for their continued confidence and support to
the Group.
GENERAL TAN SRI (DR) DATO’ PADUKA
MOHAMED HASHIM BIN MOHD ALI (RTD)
Chairman
April 2015 terhadap kereta penumpang serta penyeragaman
subsidi bahanapi adalah merupakan faktor tambahan
yang akan mengurangkan permintaan pengguna terhadap
kenderaan-kenderaan baru.
Seperti dijangkakan, Bank Negara Malaysia telah menaikkan
kadar “benchmark overnight policy” sebanyak 25 mata asas.
Kesan daripada kenaikan ini tidak dapat dinafikan akan
memberikan kesan yang lebih besar terhadap ekonomi .
Dengan inflasi yang terarah kepada pengguna, syarat
pinjaman bank yang lebih ketat untuk sewa beli kereta,
kadar faedah yang tinggi dan tekanan harga jualan
yang berterusan dari pengeluar automotif OEM, segmen
komponen automotif Kumpulan mendapati agak sukar
untuk mengekalkan julat keuntungan semasa.
Perladangan di Indonesia adalah dijangka mencatatkan
peningkatan sederhana bagi Buah Tandan Bersih (FFB)
pada tahun akan datang. Walaupun begitu segmen ini terus
menghadapi cabaran dari ketidaktentuan tukaran wang
asing dan peningkatan kos pengeluaran.
Dengan keadaan persekitaran operasi seperti ini, ia akan
sedikit sebanyak memberi kesan terhadap keuntungan
Kumpulan. Dengan yang demikian Lembaga Pengarah
optimis bahawa Kumpulan akan dapat mengekalkan
pertumbuhan sederhana dalam segmen-segmen utama
perniagaan syarikat dan kami akan terus berwaspada dan
bijak dalam menguruskan semua perniagaan.
Urus Tadbir Korporat
Kumpulan dengan sukacita membentangkan Laporan
Tahunan tahun ini kepada para pemegang saham
berdasarkan amalan dan prinsip urus tadbir yang baik
seperti yang terkandung dalam Kod Urus Tadbir Malaysia
Pihak Lembaga komited untuk memastikan bahawa
piawaian tertinggi urus tadbir korporat diamalkan dalam
usaha untuk melindungi dan meningkatkan nilai pemegang
saham.
Penghargaan
Kejayaan dan pertumbuhan berterusan Delloyd Ventures
Berhad adalah hasil dari usaha dan kerjasama Lembaga
Pengarah, pihak Pengurusan dan kakitangan.Bagi pihak
Kumpulan, saya ingin merakamkan setinggi-tinggi
penghargaan kepada pengurusan dan semua pekerja atas
kesungguhan dan dedikasi mereka.
Saya juga ingin mengambil kesempatan ini untuk
merakamkan penghargaan kepada Dato‘ Mohamed Nizam
Bin Abdul Razak atas sumbangan yang tidak ternilai kepada
Kumpulan semasa bertugas sebagai Non-Executive Director
dan mengucapkan semoga beliau berjaya dalam apa jua
tugasan yang akan datang.
Penghargaan ini juga ditujukan kepada para pemegang
saham, pelanggan yang dihargai, pembekal , bank, rakan
perniagaan dan pelbagai pihak berkuasa kerajaan dan tidak
ketinggalan kepada Kesatuan Pekerja atas keyakinan dan
sokongan berterusan mereka kepada Kumpulan
JENERAL TAN SRI (DR) DATO’ PADUKA
MOHAMED HASHIM BIN MOHD ALI (B)
Pengerusi
15
NOTICE OF ANNUAL GENERAL MEETING
16
16
NOTICE IS HEREBY GIVEN THAT the Eighteenth Annual General Meeting of the Company will be held at Danau 3, Kota Permai Golf and Country
Club, No.1, Jalan 31/100A, Kota Kemuning, Section 31, 40460 Shah Alam, Selangor Darul Ehsan on Monday, 8 September 2014 at 11.30 a.m.
for the following purposes:-
AGENDA
1.
To receive the Audited Financial Statements for the financial year ended 31 March 2014 together with
the Reports of the Directors and Auditors thereon.
2.
To approve the payment of a Final Single Tier Dividend of 5% in respect of the financial year ended 31
March 2014.
Ordinary Resolution 1
3.
To approve the payment of Directors’ fees of RM271,000 in respect of the financial year ended 31
March 2014.
4.
To re-elect the following Directors who retire by rotation in accordance with Article 90 of the Company’s
Articles of Association and being eligible, offer themselves for re-election:i)
ii)
5.
To consider and, if thought fit, pass the resolutions that pursuant to Section 129 of the Companies
Act, 1965, the following Directors be re-appointed as Directors of the Company to hold office until the
conclusion of the next Annual General Meeting:i)
ii)
6.
General Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd)
Dato’ Dr. M SHANmughalingam
To re-appoint Messrs. Crowe Horwath as Auditors and to authorise the Directors to fix their remuneration.
AS SPECIAL BUSINESS
To consider and if thought fit, to pass the following resolutions:7.
Authority to Issue Shares pursuant to Section 132D of the Companies Act, 1965
“THAT subject always to the Companies Act, 1965 and the approvals of the relevant governmental and/
or regulatory authorities, the Directors be and are hereby empowered, pursuant to Section 132D of the
Companies Act, 1965, to issue shares in the Company from time to time and upon such terms and
conditions and for such purposes as the Directors may deem fit provided that the aggregate number
of shares issued pursuant to this resolution does not exceed 10% of the total issued capital of the
Company and that such authority shall continue to be in force until the conclusion of the next Annual
General Meeting of the Company.”
8.
Proposed Renewal of the Shareholders’ Mandate for Recurrent Related Party Transactions of a
Revenue or Trading Nature
“THAT approval be and is hereby given to the Company and its subsidiaries to renew the Shareholders’
Mandate for the Recurrent Related Party Transactions of a revenue or trading nature with specified class
of the Related Parties as stated in Section 3.1 of the Circular to Shareholders dated 15 August 2014
which are necessary for the Group’s day to day operations subject further to the following:i)
the transactions are in the ordinary course of business and are on terms not more favourable
to the related party than those generally available to the public and is not to the detriment of the
minority shareholders and that such transactions are made on an arm’s length basis and on
normal commercial terms; and
ii)
in disclosing the actual aggregate value of the Recurrent Related Party Transactions conducted
pursuant to the Mandate in the 2015 Annual Report, a breakdown of the aggregate value of the
Recurrent Related Party Transactions made during the financial year, amongst others, will be
provided based on the following information:a)
b)
iii)
the type of the Recurrent Related Party Transactions made; and
the names of the Related Parties involved in each type of the Recurrent Related Party
Transactions made and their relationship with the Company and its subsidiaries;
the Mandate is subject to annual renewal. In this respect, any authority conferred by a Mandate
shall only continue to be in force until:a)
b)
c)
the conclusion of the next annual general meeting of the Company following the
general meeting at which such Mandate was passed, at which time it will lapse, unless
by a resolution passed at the meeting, the authority is renewed;
the expiration of the period within which the next annual general meeting after the date
it is required to be held pursuant to section 143(1) of the Companies Act, 1965(“CA”)
(but shall not extend to such extension as may be allowed pursuant to section 143(2)
of the CA); or
revoked or varied by resolution passed by the shareholders in general meeting,
whichever is the earlier; and
iv)
9.
the Directors and/or any of them be and are hereby authorised to complete and do all such
acts and things (including executing such documents as may be required) to give effect to the
Proposed Renewal of the Shareholders’ Mandate.
Proposed Renewal of Authority for the Purchase of Own Shares by the Company
“THAT subject to the Companies Act, 1965, the provisions of the Memorandum and Articles of
Association of the Company, the requirements of Bursa Malaysia Securities Berhad and the approvals of
all relevant governmental and/or regulatory authorities, if any, the Company be and is hereby authorised,
to the fullest extent permitted by law, to purchase such amount of ordinary shares of RM1.00 each in the
Company as may be determined by the Directors from time to time, through Bursa Malaysia Securities
Berhad and upon such terms and conditions as the Directors may deem fit and expedient in the interest
of the Company provided that:i)
the aggregate number of shares purchased pursuant to this resolution does not exceed ten per
cent (10%) of the total issued and paid-up share capital of the Company as quoted on Bursa
Malaysia Securities Berhad as at the point of purchase; and
ii)
an amount not exceeding the Company’s retained profit and the share premium account at the
time of the purchase(s) be allocated by the Company for the Proposed Share Buy-Back;
AND THAT the authority conferred by this resolution shall commence immediately upon the passing of
this resolution and shall, subject to renewal thereat, expire at the conclusion of the next Annual General
Meeting of the Company following the passing of this resolution (unless earlier revoked or varied by
ordinary resolution of shareholders of the Company in a general meeting);
AND THAT the Directors be and are hereby authorised to act and to take all steps and do all things
as they may deem necessary or expedient in order to implement, finalise and give full effect to the
Proposed Share Buy-Back AND FURTHER THAT authority be and is hereby given to the Directors to
decide in their absolute discretion to either retain the ordinary shares of RM1.00 each in the Company
purchased by the Company pursuant to the Proposed Share Buy-Back as treasury shares to be either
distributed as share dividends or resold on Bursa Malaysia Securities Berhad or subsequently cancelled,
or to cancel the shares so purchased, or a combination of both.”
10.
To transact any other business of the Company for which due notice shall have been given.
17
18
18
NOTICE OF DIVIDEND PAYMENT
NOTICE IS ALSO HEREBY GIVEN THAT a Final Single Tier Dividend of 5% in respect of the financial year ended 31 March 2014, if approved by the
shareholders, will be paid on 17 October 2014 to Depositors whose names appear in the Record of Depositors on 3 October 2014.
A Depositor shall qualify for entitlement only in respect of:a)
Securities transferred into the Depositor’s Securities Account before 4.00 pm on 3 October 2014 in respect of transfers;
b)
Securities bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa
Malaysia Securities Berhad.
By Order of the Board,
NG SAY OR
Company Secretary
(LS 00515)
15 August 2014
Notes:Proxy
i)
ii)
iii)
iv)
v)
vi)
vii)
viii)
ix)
The members whose names appear in the Record of Depositors on 2 September 2014 shall be entitled to attend, speak
and vote at this Eighteenth Annual General Meeting.
A proxy may but need not be a member of the Company and the provisions of Section 149(1) (b) of the Act shall not apply
to the Company.
A member shall be entitled to appoint more than one proxy (subject always to a maximum of two proxies at each meeting)
to attend and vote at the same meeting.
Where a member appoints more than one proxy, the appointment shall be invalid unless he specifies the proportion of his
holdings to be represented by each proxy.
Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991, it
may appoint more than one (1) proxy (subject always to a maximum of two (2) proxies at each meeting) in respect of
each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.
Where a member is an exempt authorised nominee who holds ordinary shares in the Company for multiple beneficial
owners in one securities account (“Omnibus Account”), there is no limit to the number of proxies which the exempt
authorised nominee may appoint in respect of each Omnibus Account it holds.
To be valid, the proxy form duly completed must be deposited at the registered office of the Company situated at 52A,
Lebuh Enggang, 41150 Klang, Selangor Darul Ehsan not less than 48 hours before the time for holding the meeting.
If the appointer is a corporation, the proxy form must be executed under its Seal or under the hand of its attorney.
The audited financial statements are for discussion only under Agenda 1, as it does not require shareholders’ approval
under the provisions of Section 169(1) and (3) of the Companies Act, 1965. Hence, it will not be put for voting.
19
Explanatory Notes on Special Business
1.
Ordinary Resolution 8 - Authority to Issue Shares pursuant to Section 132D of the Companies Act, 1965
The proposed Ordinary Resolution 8 of the Agenda is a renewal of the General Mandate for the Directors to issue and allot shares pursuant
to Section 132D of the Companies Act, 1965.
The proposed Ordinary Resolution 8, if passed, will give authority to the Directors of the Company, from the date of the above Annual
General Meeting, to issue and allot shares to such persons in their absolute discretion without convening a general meeting provided the
aggregate number of share issued does not exceed 10% of the issued share capital of the Company for the time being. This authority,
unless revoked or varied at a general meeting, will expire at the conclusion of the next Annual General Meeting of the Company.
As at the date of this Notice, no new shares in the Company were issued pursuant to the mandate granted to the Directors at the
Seventeenth Annual General Meeting held on 12 September 2013 and which will lapse at the conclusion of the Eighteenth Annual General
meeting to be held on 8 September 2014.
The General Mandate sought will enable the Directors of the Company to issue and allot shares, including but not limited to further placing
of shares, for purposes of funding investment(s), working capital and/or acquisition(s).
2.
Ordinary Resolution 9 - Proposed Renewal of the Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or
Trading Nature
The proposed Ordinary Resolution 9, if passed, will empower the Company and its subsidiaries to conduct transactions of a revenue or
trading nature with the related parties. Please refer to the Circular to Shareholders dated 15 August 2014 for more information.
3.
Ordinary Resolution 10 - Proposed Renewal of Authority for the Purchase of Own Shares by the Company
The proposed Ordinary Resolution 10, if passed, will empower the Company to purchase its own shares up to 10% of the issued and paidup capital of the Company. This authority, unless revoked or varied at a general meeting, will expire at the next Annual General Meeting of
the Company. Please refer to the Circular to Shareholders dated 15 August 2014 for more information.
20
20
Statement Accompanying Notice of Annual General Meeting
(Pursuant to Paragraph 8.27(2) of the Listing Requirements of Bursa Malaysia Securities Berhad)
Details of persons who are standing for election as Directors
No individual is seeking election as a Director at the Eighteenth Annual General Meeting of the Company.
21
The Board recognises the importance of good corporate governance in directing the business of the Group. The Board is fully committed to ensure
that the highest standard of corporate governance as articulated in the Principles and Best Practices set out in the Malaysian Code of Corporate
Governance (“Code”) is practised throughout the Group as the underlying principle in discharging its responsibilities and to ensure transparency
and corporate accountability.
The Board is pleased to disclose how the Company has applied the Principles and the extent to which the Company has complied with the Best of
the Code during the financial year ended 31 March 2014. The Board is of the opinion that it has, in all material respects, complied with the Principles
and Best Practices outlined in the Code.
THE BOARD
The Board of Directors has the overall responsibility for the performance of the Group by maintaining full and effective control over strategic,
financial, operational, compliance and governance issues. The following are specific areas of responsibilities of the Board:■
■
■
■
■
■
reviewing and adopting a strategic business plan for the Group;
overseeing the conduct of the Group’s business to evaluate whether the business is being properly managed;
identifying principle risks and ensuring the implementation of appropriate systems to manage these risks;
succession planning, including appropriate training, fixing the compensation of and, where appropriate, replacing senior
management;
developing and implementing an investor relations programme or shareholders communications policy for the Group; and
reviewing the adequacy and integrity of the Group’s system of internal control and management information systems, including
systems for compliances with applicable laws, regulations, rules, directives and guidelines.
BOARD BALANCE
The Board currently has ten (10) members, comprising five (5) Executive Directors, one (1) Non-Independent Non-Executive Director and four (4)
Independent Non-Executive Directors. This broad spectrum of skills and experience ensures the Group is under the guidance of an accountable and
competent Board. The Board composition complies with the requirement of Malaysian Code on Corporate Governance and paragraph 15.02 of the
Main Market Listing Requirement of Bursa Malaysia Securities Berhad. The Board is satisfied that its present composition fairly reflects the interest
of minority shareholders in the Company.
All the Executive Directors, led by Group Managing Director, Dato’ Sri Tee Boon Kee, are true veterans as they have many years of experience in the
Group’s core businesses and they practise “hands-on” style of management.
There is a clear division of responsibility between the Chairman and the Group Managing Director to ensure a proper balance of power and authority.
The Chairman is responsible for ensuring Board effectiveness and conduct whilst the Group Managing Director is responsible for overseeing the
Group’s operations and business development and the implementation of Board policies and decisions.
The Independent Non-Executive Directors provide unbiased and independent views, advice and judgement and exercise objective participation in
the proceedings and decision-making process of the Board. Their views carry substantial weight in the decision making process of the Board.
The Board has at least four (4) scheduled meetings annually, with additional meetings for particular matters convened as and when necessary.
Board meetings are scheduled in advance at the beginning of the new financial year to enable its members to plan ahead.
The Board met five (5) times for the financial period from 1 April 2013 to 31 March 2014. The following is the record of attendance of the Board
Members:-
22
22
NAME OF DIRECTORS
POSITION
ATTENDANCE
Dato’ Ir. Hj. Noor Azmi Bin Jaafar
Dato’ Leon Tee Wee Leng*
Chung Chee Sun
Dato’ Mohamed Nizam Bin Abdul Razak**
Independent Non-Executive Chairman
Managing Director
Executive Director
Executive Director
Executive Director
Executive Director
Non Independent Non-Executive Director
5/5
5/5
5/5
4/5
5/5
4/5
5/5
5/5
5/5
3/5
* Appointed on 29 May 2013
** Retired at AGM held on 12 September 2013
The Board, through the Nomination Committee is responsible for regularly reviewing the Board’s structure, size and composition, as well as making
recommendations to the Board on any changes deemed necessary.
SUPPLY OF INFORMATION
All Board members are supplied with Board papers in a timely manner. Board reports are circulated prior to the Board meetings to enable the
Directors to obtain further information and explanation, where necessary, before the meetings. The Board papers include the following to enable
them to discharge their duties and responsibilities:■
■
■
■
■
quarterly financial results
performance reports of the Group
budgets
major operational and financial matters
updates on statutory regulations and requirements affecting the Company
The Board members have access to the advice and services of the Company Secretary and all information in relation to the Group whether as a
full Board or in their individual capacity to assist them in the furtherance of their duties. Where necessary, the Directors may engage independent
professionals at the Group’s expense on specialised issues to enable the Board to discharge their duties with adequate knowledge on the matters
being deliberated.
BOARD COMMITTEES
To assist the Board in discharging its duties, various Board Committees have been established. The functions and terms of reference of the Board
Committees are clearly defined and, where applicable, comply with the recommendations of the Code.
Audit Committee
Its principal function is to assist the Board in maintaining a sound system of internal control. The Committee has full access to both the internal
and external auditors who, in turn, have access at all times to the Chairman of the Committee.
In line with good corporate governance practice, no Executive Directors are members of the Audit Committee.
The report on the Audit Committee is presented on page 29 to 32 and the duties of the Audit committee are included therein.
23
Nomination Committee
A Nomination Committee was established by the Board and comprise exclusively Independent Non-Executive Directors.
NAME
MEMBERSHIP
DIRECTORSHIP
Dato’ Mohamed Nizam Bin Abdul Razak*
Chairman
Member
Member
Member
* Retired at AGM held on 12 September 2013
The Nomination Committee is delegated the following specific tasks:■
■
■
■
■
■
to nominate and recommend candidates to the Board for directorships;
to consider, in making recommendations, candidates proposed by the Directors for directorships, or by any senior executive or
shareholder;
recommend to the Board, directors to fill the seats on Board committees;
to assist the Board by reviewing annually its required mix of skills and experience and other qualities, including core competencies
which Non-Executive Directors should bring to the Board;
to assist the Board in implementing an assessment programme to assess the effectiveness of the Board as a whole, the committees
of the Board, and the contribution of each individual director, on an annual basis; and
to determine the appropriate board size and number of Non-Executive participation in order to comply with the Listing Requirements
of Bursa Malaysia Securities Berhad.
The Nomination Committee meets as and when necessary. The quorum of the meeting shall be two (2). The Company Secretary shall record,
prepare and circulate minutes of the meeting. In the absence of the committee’s Chairman, the Nomination Committee shall elect one of its
members present to chair the meeting.
The Nomination Committee held two (2) meetings during the financial period from 1 April 2013 to 31 March 2014, which was fully attended by all
members except for Dato’ Mohamad Nizam Bin Abdul Razak who attended only one (1) meeting as he retired during AGM held on 12 September
2013.
Remuneration Committee
The Remuneration Committee comprise majority Non-Executive Directors. The members of the Remuneration Committee are:NAME
MEMBERSHIP
DIRECTORSHIP
Chairman
Member
Member
The duties of the Remuneration Committee are:
■
■
to study and periodically review and implement policies governing the remuneration for Executive Directors; and
to make recommendations to the Board on all elements of remuneration and terms of employment for Executive Directors.
The Remuneration Committee reviews annually the performance of the CEO and the Executive Directors and furnishes recommendations to the
Board on adjustments in remuneration and/or reward payments that reflect their respective contributions for the year, and which are competitive
and in tandem with the Company’s corporate objectives and strategies.
The Executive Directors play no part in decisions on their own remuneration. The determination of remuneration packages of Non-Executive
Directors, including Non-Executive Chairman is a matter for the Board as a whole.
The Remuneration Committee meets as and when necessary. The Remuneration Committee held one (1) meeting during the financial period from
1 April 2013 to 31 March 2014, which was attended by all members.
24
24
Details of Directors’ remuneration comprising of remuneration received or/and receivable from the Company and its subsidiaries during the
financial period from 1 April 2013 to 31 March 2014 are as follows:
(a)
Aggregate remuneration of Directors categorised into appropriate components:-
Directorship
Executive Directors
Non-Executive Directors
Total
(b)
Fees
Salaries
Others
Total
RM’000
Performance
Incentives
RM’000
RM’000
RM’000
RM’000
74
320
394
2,051
2,051
528
528
1,433
1,433
4,086
320
4,406
Number of Directors whose remuneration fall into the following bands:
Range of remuneration
Executive
Directors
Non-Executive
Directors
Total
1
1
1
1
1
5
2
3
5
2
3
1
1
1
1
1
10
Below RM50,000
RM50,000 to RM100,000
RM350,001 to RM400,000
RM600,001 to RM650,000
RM750,001 to RM800,000
RM800,001 to RM850,000
RM1,150,001 to RM1,200,000
Total
ESOS Committee
The ESOS Committee was established to administer the Employees’ Share Options Scheme of the Company in accordance with the objectives and
regulations thereof. To this end, the Committee meets to determine the participation eligibility, option offers and share allocations and to attend to
other related matters as may be required.
The members of the ESOS Committee are:NAME
MEMBERSHIP
DIRECTORSHIP
Chairman
Member
Member
Member
Executive Director
Executive Director
RE-ELECTION
In accordance with the Company’s Articles of Association, all Directors shall retire from office at least once in every three (3) years but shall be
eligible for re-election.
Pursuant to Section 129(2) of the Companies Act, 1965, Directors of or over the age of seventy years shall retire at every annual general meeting
and may offer themselves for re-appointment to hold office until the next annual general meeting.
TRAINING OF DIRECTORS
All the directors of the Company have attended the Mandatory Accreditation Programme (MAP) prescribed by Bursa Malaysia Securities Berhad
for directors of listed companies. The Board fully supports the need for its members to further enhance their skills and knowledge on relevant
programmes, technologies and current developments in the industry as well as with the new regulatory and statutory requirements.
Except those Directors who were not able to attend any training during the year due to tight work schedule and travel, the following Directors had
attended the following seminars, conferences and programmes during the financial year:DELLOYD VENTURES BERHAD annual report 2014
DIRECTOR
COURSE TITLE
■ Malaysian Code on Corporate Governance 2012 & Updates on Listing
Requirements of Bursa Malaysia Securities
■ The ICLIF Leadership & Governance Centre – Nominating Committee
Programme
■ Nurturing the Creative Organisation
■ Briefing on 2014 Budget Highlights & Implications of Goods & Service
Tax
■ Advocacy Session on Corporate Disclosure for Directors by Bursa
Malaysia
■ Nominating Committee Programme
■ Kuala Lumpur International Automotive Conference
■ Palm Oil Master Traders Tutorial
■ Palm Oil Price Outlook Conference
■ Privatisation and Take Over Matters
■ Session with YBhg Dato Sri Mohd Khamil Jamil on Automotive
Industry
■ Brainstorming Session by FMM
■ Ulsan Export Plaza Plan 2014, Korea
■ 2nd Final Workshop on ASEAN Beyond 2015 by ISIS
■ Japan Motor Show, Study Visit to Mazda and Honda Japan
■ Privatisation and Take Over Matters
■ Mandatory Accreditation Programme for Directors of Public Listed
Company
■ Palm Oil Master Trader Tutorial
■ Palm Oil Conference
■ Corporate Governance/Enterprise Risk Management
■ Personal Data Protection Act, 2010
■ Competition Act 2010
■ Briefing on Agriculture Activities
INVESTOR RELATIONS AND SHAREHOLDERS COMMUNICATION
The Board recognises the importance of transparency and accountability to its shareholders. Delloyd communicates with its shareholders
regularly through timely release of financial results on a quarterly basis, announcements and disclosures to Bursa Malaysia Securities Berhad,
Annual Report, Annual General Meeting and where necessary, to have dialogue or interview with the financial community to discuss on the
Group’s latest developments or investment proposals.
The Group maintains a website at www.delloyd.com, which can be conveniently accessed by the shareholders and the general public. The
Group’s website is updated from time to time to provide the latest and comprehensive information about the Group.
The Annual General Meeting is the principal forum for dialogue with all shareholders, who are encouraged and are given sufficient opportunity to
enquire about the Group’s activities and prospects as well as to communicate their expectations and concerns. Shareholders are provided with
an opportunity to participate in a Question and Answer session.
25
26
26
ACCOUNTABILITY AND AUDIT
Financial Reporting
In presenting the annual audited financial statements and quarterly results announcements to shareholders and other interested parties, the Board
aims to present a clear, balanced and understandable assessment of the Group’s financial position and prospects.
The Directors’ Responsibility Statement pursuant to the Bursa Malaysia Securities Berhad Revamped Listing Guidelines and Statement by Directors
pursuant to Section 169(15) of the Companies Act, 1965 are set out on page 2 and page 40 of this Annual Report respectively.
Internal Control
The Board acknowledges its responsibility for establishing a sound system of internal control to safeguard shareholders’ investments and the
Group’s assets, and to provide reasonable assurances on the reliability of the financial statements. In addition, equal priority is given to internal
control of its business management and operational techniques.
The information on the Group’s internal control is presented in the Statement of Risk Management and Internal Control set out on pages 27 to 28
of this Annual Report.
Relationship with Auditors
The Company maintains a transparent relationship with the external auditors in seeking their professional advice and towards ensuring compliance
with the approved accounting standards. The role of the Audit Committee in relation to the external auditors is set out on pages 29 to 32 of this
Annual Report.
OTHER INFORMATION
In compliance with the Bursa Malaysia Securities Berhad’s Main Market Listing Requirements, the following additional information are provided:
Employees’ Share Option Scheme (“ESOS”)
The Company implemented an Employee Share Option Scheme (“ESOS”) on 29 April 2005. The ESOS is governed by the bye-laws as approved by
shareholders at the Extraordinary General Meeting held on 29 June 2004.
Share Buybacks
During the financial year, the Company bought back a total of 202,500 of its ordinary shares of RM1.00 each from the open market. The shares
purchased are retained as treasury shares. As at 31.03.2014, a total of 3,409,700 shares were held as treasury shares.
Options, Warrants or Convertible Securities
There were no options, warrants or convertible securities issued by the Company during the financial year under review.
American Depository Receipt (ADR) or Global Depository Receipt (GDR) Programme
During the financial year, the Company did not sponsor any ADR or GDR programme.
Imposition of Sanctions and/or Penalties
There were no sanctions and/or penalties imposed on the Company and its subsidiaries, directors or management by any regulatory authorities
during the financial year under review.
Non-audit Fees
Non audit fees for the financial year ended 31 March 2014 amounted to RM50,000. The non audit fees are related to due diligence audit fees on
TIMS Thailand.
Profit Guarantee
The Company did not give any profit guarantee during the financial period from 1 April 2013 to 31 March 2014.
Statement on Revaluation Policy
As at 31 March 2014, the Company did not carry out any revaluation exercise on its landed properties.
Material Contracts
Material Contracts of the Company and its subsidiaries entered into during the financial year under review are disclosed in Note 5 to the financial
statement under “Investment in Subsidiaries” on page 71 of the Annual Report.
Disclosure of Related Party Transactions
The Group took all necessary steps to ensure transactions which were deemed to be related party transactions were appropriately disclosed in
accordance with the Listing Requirements. The Company had convened an Annual General Meeting on 12 September 2013 to obtain shareholders’
mandate to allow the Company and its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature. Significant
related party transactions occurred during the financial year are disclosed in Note 44 to the financial statements.
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL
27
This statement is prepared in accordance with the requirement under Paragraph 15.26(b) of Bursa Malaysia Securities Berhad’s Main Market
Listing Requirements (‘Listing Requirements”) and as guided by the “Statement on Risk Management and Internal Control: Guidelines for Directors
of Listed Issuers”. The Board of Delloyd Ventures Berhad is committed to the continuous improvement of risk management and internal control
practices within the Group to meets its corporate and business objectives.
BOARD RESPONSIBILITY
The Board recognises that a sound system of risk management and internal control is an integral part of good corporate governance. The Board
affirms its overall responsibility for the Group’s risk management and internal control, and for reviewing the adequacy and effectiveness of the risk
management and internal control systems to ensure that shareholders’ investment and the Group’s assets are safeguarded.
The Board acknowledges that the system of risk management and internal control is designed to manage an acceptable and tolerable level of the
Group’s risk rather than eliminate the risk of failure to achieve business objectives. Therefore, the system only provide reasonable but not absolute
assurance against occurrence of any material misstatement or loss.
RISK MANAGEMENT
The Board is directly involved in assessing the major risks associated with the Group’s business.
The Group’s risk management process is an integral part of its daily activities in identifying, listing and evaluating the significant business risks
faced by the Group. The process of reviewing the adequacy and effectiveness of the risk management process is incorporated within the Internal
Audit function whereby weaknesses identified are reported to the Audit Committee and necessary action have been taken to remedy such
weaknesses identified.
INTERNAL CONTROL
The internal audit function is provided by the Internal Audit Department of Delloyd Ventures Berhad. The total cost incurred by the Internal Audit
Department for the financial period from 1 April 2013 to 31 March 2014 was RM200,200.00.
The Board is fully committed to ensure that a proper and conducive control environment is maintained within the Group to govern the manner in
which the Group and its employees conduct themselves. The key elements of internal control are:■
Board Committees
Clear definition to the functions and responsibilities of the various committees of the Board of Directors. These include the Audit
Committee, Nomination Committee and the Remuneration Committee.
■
Organisational structure and responsibility levels
The Group has a well defined organisational structure with clear line of accountability and has strict authorisation, approval and
control procedures within which senior management operate. Responsibility levels are communicated throughout the Group which
set out, among others, the authorisation levels, segregation of duties and other control procedures.
■
Authority levels, acquisitions and disposals
Clear definition of authorisation procedures and delegated authority levels for major capital expenditures, acquisitions and
disposals of businesses and other significant transactions. The approval of investment decisions above certain limits is reserved
for the Board. The authority of the Directors is required for key treasury matters including changes to equity and loan financing,
opening of bank accounts and foreign operations.
■
Regular operational and management meetings
Regular scheduled management meetings are held and attended by senior management and operational management to discuss
and report on operational performance, business strategy, key operational statistics, legal and regulatory matters of each business
unit where plans and targets are established for business planning.
■
Financial performance
The preparation of quarterly and yearly financial results, as announced or otherwise are published to shareholders. Full year
financial results are reviewed by the external auditors.
■
Budget approval
Budgets are prepared annually and submitted to the Board of Directors for approval. Budgets are an important control mechanism
used by the Group to ensure an efficient allocation of group resources and that operational managers are sufficiently guided in
making decisions.
■
Internal compliance
The Group monitors compliance with its internal control through management reviews and reports which are internally reviewed
by key personnels.
28
28
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL
■
Update on development
Regular reporting of legal and accounting Developments are made to the Board.
■
Training & Development
Training and development programmes are identified and scheduled for employees to acquire the necessary knowledge and
competency to meet the management’s performance and job expectations. Action plans to address employee developmental
requirements are prepared and implemented in a timely manner. This will enable employees to deliver their Key Performance
Indicators (KPI) so that the Group can meet its future management requirements.
■
Policies & Procedures
Policies, Procedures and Standard Operating Procedures are systematically documented and made available to guide staff in
their day-to-day work. These control procedures have been established at Group and individual department levels. Policies and
Procedures of most operating units within the Group are documented in Standard Operating Procedure manuals. The integrity and
competency of personnel are ensured through recruitment standards and subsequent training courses.
■
ISO/TS 16949:2002
Three of the subsidiary companies involved in the manufacture of OEM parts are accredited with ISO/TS16949:2002, an
international standard for quality management in the automotive industry. By enhancing the quality management system to meet
the stringent quality requirements of the industry, the companies demonstrate its commitment to meet the expectations of the
customers.
■
ISO 14001 : 2004/OHSAS 18001
Three of the subsidiary companies are accredited with ISO 14001: 2004 and OHSAS 18001 to meet the environmental quality,
occupational health and safety requirement in the industry. These certification also signify the Group’s commitment and initiative
for the betterment of the companies, customers and community.
ADEQUACY AND EFFECTIVENESS OF THE GROUP’S RISK MANAGEMENT AND INTERNAL CONTROL SYSTEMS
The risk management and internal control systems described above have been in place for the Group for the financial year under review and up to
the date of the approval of this statement for inclusion in the annual report.
For material associates, the Group works with its partners to institute suitable risk management and internal control practices which are aligned
with the requirements of the Group. The Group is able to ascertain that the systems meet the Group’s requirements through the Board and where
necessary management representation as well as periodic reviews in these companies.
The Management will continue to review and take measures to ensure the ongoing effectiveness and adequacy of the system of risk management
and internal controls, so as to safeguard shareholders’ investments and the Group’s assets.
In making this statement, the Board has received assurance from the Group Managing Director, Finance Director and the Chief Financial Officer that
the risk management and internal control systems are operating adequately and effectively in all material aspects for the reporting period.
For the financial year under review, the Board is of the opinion that the system of risk management and internal control processes are adequate and
sound to provide reasonable assurance in safeguarding shareholders’ investments, the Group’s assets and other stakeholders’ interest as well as
in addressing key risks impacting the business operations of the Group. There were no major internal control weaknesses identified that may result
in any material loss or uncertainty that would require disclosure in this annual report.
This Statement on Risk Management and Internal Control is made in accordance with the resolution of the Board of Directors dated 21 July 2014.
29
OBJECTIVE
The primary objectives of the Audit Committee are to:
(i)
Provide assistance to the Board of Directors in fulfilling its fiduciary responsibilities, particularly in the areas relating to the
Company and its subsidiaries’ accounting and internal control systems, corporate accounting and reporting practices;
(ii)
Oversee and appraise the quality of the audits conducted both by the Company’s internal and external auditors; and
(iii)
Maintain an open line of communication between the Board of Directors, the internal auditor and the external auditor for the
exchange of views and information.
COMPOSITION
The Audit Committee comprise exclusively Independent Non-Executive Directors. The members of the Audit Committee are:NAME
MEMBERSHIP
DIRECTORSHIP
General Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd)*
Chairman
Member
Member
Member
* Appointed on 25 November 2013
** Retired at AGM held on 12 September 2013
TERMS OF REFERENCE
Composition of Audit Committee
The Audit Committee was established by the Board of Directors from amongst its directors and comprise exclusively Independent Non-Executive
Directors. One of the committee members is a member of the Malaysian Institute of Accountants. `
In the event of any vacancy in the Committee resulting in the non-compliance of Main Market Listing Requirements of Bursa Malaysia Securities
Berhad, the Board shall appoint new members within three months of that event to make up the minimum of three (3) members.
The Board shall review the term of office and performance of the Audit Committee and each of its members at least once every 3 years to determine
whether they have carried out their duties in accordance with the terms of reference.
Duties and Responsibilities of the Audit Committee
The duties of the Audit Committee shall be to review the following and report the same to the Board:
(i)
To consider the appointment, resignation or dismissal of the external auditor and to approve the audit fee;
(ii)
To discuss with the external auditor before the audit commences, the nature and scope of audit;
(iii)
To review the quarterly and year-end financial statements of the Company before recommending to the Board for approval,
focusing particularly on:
■
■
■
■
(iv)
any changes in accounting policies and practices
significant adjustments arising from the audit
the going concern assumptions
compliance with approved accounting standards, stock exchange rules and regulations and
other legal requirements
To problems and reservations arising from the interim and final audits, and any other matter the auditors may wish to discuss (in
the absence of management where necessary);
30
30
(v)
To review the external auditor’s management letter and management’s response;
(vi)
To do the following in respect of the internal audit department:
■
review the adequacy of the scope, functions and resources of the internal audit department, and that it has the necessary
authority to carry out its work;
■
review the internal audit programme and results of the internal audit process and where necessary ensure that appropriate
action is taken on the recommendations of the internal audit department;
■
review any appraisal or assessment of the performance of members of the internal audit department;
■
approve any appointment or termination of senior staff members of the internal audit department;
■
inform itself of resignations of internal audit staff members and provide the resigning staff member an opportunity to
submit his/her reasons for resigning;
(vii)
to consider any related party transactions entered into by the Company and the Group; and
(viii)
to consider major findings of internal investigations and management’s response and other subject matters as defined by the
Board
Authority of Audit Committee
The Committee is authorised by the Board at the cost of the Company to:
(i)
investigate any activity within its terms of reference;
(ii)
obtain the resources which are reasonably required to perform its duties;
(iii)
have full and unrestricted access to information pertaining to the Company or the Group;
(iv)
have direct communication channels with the external and internal auditors;
(v)
obtain external legal or independent professional advice and to secure the attendance of outsiders with relevant experience and
expertise, if necessary; and
(vi)
convene meetings with external auditors, excluding the attendance of the executive members of the management, whenever
deemed necessary.
Committee Meetings
The Audit Committee held four (4) meetings during the financial period from 1 April 2013 to 31 March 2014. Details of attendance of Audit
Committee members are as follows:
MEMBERSHIP
DIRECTORSHIP
ATTENDANCE
Dato’ Eow Kwan Hoong (Chairman)
General Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd)*
4/4
4/4
1/4
2/4
* Appointed on 25 November 2013
** Previous audit committee chairman, retired at AGM held on 12 September 2013
31
The Audit Committee shall meet at least four (4) times a year. The Group Managing Director, Executive Director (Finance) and the Head of the Internal Audit shall normally attend meetings but may be asked to leave a meeting as and when deemed necessary by the Committee. Other Board
members and employees may only attend meetings upon the invitation of the Committee.
The Company Secretary shall be the Secretary of the Audit Committee, and shall be responsible to draw up the agenda and circulate it prior to
each meeting, to record attendance of all members and invitees and to take minutes at every meeting. The Secretary shall circulate the minutes of
meeting of the Committee to all members of the Board.
At least once a year, the Committee shall meet with the external auditors without any executive Board members present.
A representative of the external auditors shall attend the meeting to consider the final audited financial statements and such other meetings determined by the Committee. The external auditors may also request a meeting if they consider one necessary.
The quorum shall be formed if the majority of members are present at the meeting. If the Chairman is unable to attend any meeting, any other
independent non-executive director present shall act as Chairman.
Summary of the activities of the Audit Committee for the financial year
The Committee carried out the following activities in discharging their duties and responsibilities;
■
reviewed the quarterly unaudited results and made recommendations to the Board for approval.
■
reviewed the draft audited financial statements prior to the submission to the Board for approval.
■
met with the external auditors without the presence of Management and Executive Directors.
■
discussed the internal control weakness report from the external auditors and was satisfied that corrective actions have been
undertaken by the management to overcome the weaknesses noted in the internal control of the Group. The Audit Committee was
satisfied that there were no major breakdown in the internal control of the Group during the financial year.
■
evaluated if adequate risk assessment processes and measures are put in place to minimise any risk exposure, including fraud.
■
reviewed and discussed the internal audit reports, which highlighted internal audit observations and recommendations relating to
the operations of the Company and its subsidiaries. Where necessary, the Committee instructed management to take corrective
actions to address issues raised in the said report.
■
reviewed status reports from internal audit to ensure that appropriate action had been taken to implement the audit recommendations.
■
reviewed and sought management explanation on related party transactions entered into by the Company and the Group, and
reported the same to the Board of Directors.
■
reviewed the Internal Audit Department’s (IAD) significant activities and audit plans for the current and following year for the
Group.
32
32
Summary of activities of the Internal Audit Department for the financial year
The Group has an internal audit function whose primary responsibility is to undertake regular and systematic reviews of the system of internal
control so as to provide reasonable assurance that such system continues to operate satisfactorily and effectively within the Group. The internal
audit function adopts a risk based audit methodology, which is aligned with the risks of the Group to ensure that relevant controls addressing those
risks are reviewed on a rotational basis.
On a quarterly basis, the IAD submits the audit reports on its audit activities to the Audit Committee for its review and deliberation. The Head of the
IAD attends the Audit Committee meetings to present the internal audit findings and makes appropriate recommendations on any areas of concerns
within the Company and the Group for the Committee’s deliberation.
The major activities conducted by the Internal Audit Department during the financial period from 1 April 2013 to 31 March 2014 for the Group are
summarised as follows:
■
completed 16 audit assignments on various business units of the Group covering manufacturing, plantation, vehicle distribution
and servicing and others.
■
sought operating management explanations and action plans on issues highlighted in the internal audit reports, and conducted
subsequent follow-up reviews.
■
audit reports, including relevant action plans agreed with operating management are circulated to responsible senior management
and are tabled at Audit Committee meetings.
■
summarised the related party transactions entered into by the Company and the Group and tabled at Audit Committee meetings.
■
reviewed and appraised the soundness, adequacy and application of accounting, financial and other controls and promoting
effective control in the Company and the Group at reasonable cost.
■
monitored compliance with policies and procedures set and reviewed the adequacy and effectiveness of those policies &
procedures manuals and standards relating to subsidiaries and business units of the Group.
■
presented and obtained approval from the Audit Committee, the internal audit plans, strategies and scope of work.
FINANCIAL REPORT
FINANCIAL
FINANCIAL REPORT
REPORT
for
for the
the fifinancial
nancial year
year ended
ended 31
31 March
March 2013
2014
CONTENTS
34
DIRECTORS’ REPORT
40
STATEMENT BY DIRECTORS
40
STATUTORY DECLARATION
41
INDEPENDENT AUDITORS’ REPORT
43
STATEMENTS OF FINANCIAL POSITION
45
STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
46
STATEMENTS OF CHANGES IN EQUITY
50
STATEMENTS OF CASH FLOWS
53
NOTES TO THE FINANCIAL STATEMENTS
129
SUPPLEMENTARY INFORMATION - DISCLOSURE OF REALISED AND UNREALISED PROFITS/LOSSES
33
DIRECTORS’ REPORT
34
34
The directors hereby submit their report and the audited financial statements of the Group and of the Company for the year ended 31 March 2014.
PRINCIPAL ACTIVITIES
The Company is principally an investment holding company.
The principal activities of the subsidiaries are set out in Note 5 to the financial statements. There have been no significant changes in the nature of
these activities during the financial year.
RESULTS
THE GROUP
RM’000
THE COMPANY
RM’000
Profit after taxation for the financial year
28,309
85,610
Attributable to:Owners of the Company
Non-controlling interests
27,432
877
85,610
-
28,309
85,610
DIVIDENDS
The amount of dividends paid since the end of the previous financial year were as follows:
In respect of the financial year ended 31 March 2013:
Paid on 18 October 2013
- Final single-tier dividend of 5.0 sen per ordinary share
RM’000
4,838
In respect of the financial year ended 31 March 2014:
Paid on 28 March 2014
- Interim single-tier dividend of 3.0 sen per ordinary share
2,898
7,736
The directors now recommend a final single-tier dividend of 5.0 sen per ordinary share for shareholders’ approval at the forthcoming annual general
meeting. The financial statements for the current financial year do not reflect this proposed final dividend. Such dividend, if approved by the shareholders, will be accounted for as a liability in the financial year ending 31 March 2015.
RESERVES AND PROVISIONS
All material transfers to or from reserves or provisions during the financial year are disclosed in the financial statements.
ISSUES OF SHARES AND DEBENTURES
During the financial year,
(a)
there were no changes in the authorised and issued and paid-up capital of the Company; and
(b)
there were no issues of debentures by the Company.
TREASURY SHARES
The details of the treasury shares are disclosed in Note 22 to the financial statements.
OPTIONS GRANTED OVER UNISSUED SHARES
During the financial year, no options were granted by the Company to any person to take up any unissued shares in the Company.
DIRECTORS’ REPORT (CONT’D)
35
BAD AND DOUBTFUL DEBTS
Before the financial statements of the Group and of the Company were made out, the directors took reasonable steps to ascertain that action had
been taken in relation to the writing off of bad debts and the making of allowance for impairment losses on receivables, and satisfied themselves
that all known bad debts had been written off and that adequate allowance had been made for impairment losses on receivables.
At the date of this report, the directors are not aware of any circumstances that would require the further writing off of bad debts, or the additional
allowance for impairment losses on receivables in the financial statements of the Group and of the Company.
CURRENT ASSETS
Before the financial statements of the Group and of the Company were made out, the directors took reasonable steps to ascertain that any current
assets other than debts, which were unlikely to be realised in the ordinary course of business, including their values as shown in the accounting
records of the Group and of the Company, have been written down to an amount which they might be expected so to realise.
At the date of this report, the directors are not aware of any circumstances which would render the values attributed to the current assets in the
financial statements misleading.
VALUATION METHODS
At the date of this report, the directors are not aware of any circumstances which have arisen which render adherence to the existing methods of
valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.
CONTINGENT AND OTHER LIABILITIES
The contingent liability is disclosed in Note 47 to the financial statements. At the date of this report, there does not exist:(i)
any charge on the assets of the Group and of the Company that has arisen since the end of the financial year which secures the liabilities
of any other person; or
(ii)
any contingent liability of the Group and of the Company which has arisen since the end of the financial year.
No contingent or other liability of the Group and of the Company has become enforceable or is likely to become enforceable within the period of
twelve months after the end of the financial year which, in the opinion of the directors, will or may substantially affect the ability of the Group and
of the Company to meet their obligations when they fall due.
CHANGE OF CIRCUMSTANCES
At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or the financial statements of the
Group and of the Company which would render any amount stated in the financial statements misleading.
ITEMS OF AN UNUSUAL NATURE
The results of the operations of the Group and of the Company during the financial year were not, in the opinion of the directors, substantially
affected by any item, transaction or event of a material and unusual nature except for the recognition of an unrealised loss on foreign exchange of
RM11,376,000 (2013 – RM3,742,000) during the financial year.
There has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and
unusual nature likely, in the opinion of the directors, to affect substantially the results of the operations of the Group and of the Company for the
financial year.
36
36
DIRECTORS
The directors who served since the date of the last report are as follows:
GEN. TAN SRI (DR) MOHAMED HASHIM BIN MOHD ALI (RTD) (CHAIRMAN)
DATO’ SRI TEE BOON KEE (MANAGING DIRECTOR)
DATO’ IR. HAJI NOOR AZMI BIN JAAFAR
CHUNG CHEE SUN
DATO’ LEON TEE WEE LENG (APPOINTED ON 29 MAY 2013)
DATO’ MOHAMED NIZAM BIN ABDUL RAZAK (RETIRED AT AGM HELD ON 12 SEPTEMBER 2013)
Pursuant to Article 90 of the Articles of Association of the Company, Datin Sri Chung Geok Siew and Dato’ Eow Kwan Hoong retire by rotation at
the forthcoming annual general meeting and, being eligible, offer themselves for re-election.
Pursuant to Section 129 of the Companies Act 1965, Gen. Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd) and Dato’ Dr M SHANmughalingam,
retire at the forthcoming annual general meeting and, being eligible, offer themselves for re-appointment.
37
DIRECTORS’ INTERESTS
In accordance with the register of directors’ shareholdings, the interests of directors in office at the end of the financial year in shares in the
Company and its related corporations during the financial year are as follows:
NUMBER OF ORDINARY SHARES OF RM1 EACH
AT
1 APRIL 2013 /
DATE OF APPOINTMENT
BOUGHT
SOLD
AT
31 MARCH 2014
412,500
2,855,005
2,162,927
653,750
1,703,516
450,000
415,000
100,000
983,350
-
-
412,500
2,855,005
2,162,927
653,750
1,703,516
450,000
415,000
100,000
983,350
36,628,823
4,498,945
38,830,078
33,167,770
9,430,405
5,423,599
1,883,600
1,883,600
1,883,600
-
38,512,423
4,498,945
40,713,678
33,167,770
9,430,405
7,307,199
Interests In Shares In The Company
DIRECT
GEN. TAN SRI (DR) MOHAMED HASHIM
BIN MOHD ALI (Rtd)
CHUNG CHEE SUN
INDIRECT
CHUNG CHEE SUN
NUMBER OF ORDINARY SHARES OF RUPIAH 1,000,000 EACH
AT
1 APRIL 2013
BOUGHT
SOLD
AT
31 MARCH 2014
-
-
19,950
19,950
Interest In Shares In a Subsidiary,
PT Rebinmas Jaya
INDIRECT
DATO’ SRI TEE BOON KEE *
DATIN SRI CHUNG GEOK SIEW *
19,950
19,950
* - Deemed interests by virtue of interests held in the Company and Taipan Hectares Sdn. Bhd. pursuant to Section 6A of the Companies Act 1965.
Pursuant to Section 6A of the Companies Act 1965, the substantial shareholders of the Company, namely Dato’ Sri Tee Boon Kee, Datin Sri Chung
Geok Siew and Dato’ Tee Boon Keat are deemed to be interested in shares in the subsidiaries to the extent of the Company’s interests.
38
38
Directors’ Benefits
Since the end of the previous financial year, no director has received or become entitled to receive any benefit (other than a benefit included in the
aggregate amount of emoluments received or due and receivable by directors as shown in the financial statements, or the fixed salary of a full-time
employee of the Company) by reason of a contract made by the Company or a related corporation with the director or with a firm of which the
director is a member, or with a company in which the director has a substantial financial interest except for any benefits which may be deemed to
arise from transactions entered into in the ordinary course of business with companies in which certain directors have substantial financial interests
as disclosed in Note 44 to the financial statements.
Neither during nor at the end of the financial year was the Group or the Company a party to any arrangements whose object is to enable the directors
to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.
SIGNIFICANT EVENT OCCURRING AFTER THE REPORTING PERIOD
The significant event occurring after the reporting period is disclosed in Note 50 to the financial statements.
AUDITORS
The auditors, Messrs. Crowe Horwath, have expressed their willingness to continue in office.
SIGNED IN ACCORDANCE WITH A RESOLUTION OF THE DIRECTORS
DATED 21 JULY 2014
Gen. Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd)
Chairman
39
40
40
STATEMENT BY DIRECTORS
We, Dato’ Sri Tee Boon Kee and Datin Sri Chung Geok Siew, being two of the directors of Delloyd Ventures Berhad, state that, in the opinion of the
directors, the financial statements set out on pages 43 to 128 are drawn up in accordance with Financial Reporting Standards and the requirements
of the Companies Act 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company at 31 March
2014 and of their financial performance and cash flows for the financial year ended on that date.
The supplementary information set out in Note 52, which is not part of the financial statements, is prepared in all material respects, in accordance
with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa
Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants and the directive of Bursa Malaysia Securities
Berhad.
SIGNED IN ACCORDANCE WITH A RESOLUTION OF THE DIRECTORS
DATED 21 JULY 2014
STATUTORY DECLARATION
I, Chan Yoke Hoong, I/C No. 540216-10-5619, being the officer primarily responsible for the financial management of Delloyd Ventures Berhad, do
solemnly and sincerely declare that the financial statements set out on pages 43 to 128 are, to the best of my knowledge and belief, correct, and I
make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act 1960.
Subscribed and solemnly declared by
Chan Yoke Hoong, I/C No. 540216-10-5619,
at Klang in Selangor Darul Ehsan
on this 21 July 2014
Chan Yoke Hoong
Before me
Commissioner for Oaths
INDEPENDENT
AUDITORS’ REPORT TO THE
MEMBERS OF DELLOYD VENTURES BERHAD
41
Report on the Financial Statements
We have audited the financial statements of Delloyd Ventures Berhad, which comprise the statements of financial position as at 31 March 2014
of the Group and of the Company, and the statements of profit or loss and other comprehensive income, statements of changes in equity and
statements of cash flows of the Group and of the Company for the financial year then ended, and a summary of significant accounting policies and
other explanatory information, as set out on pages 43 to 128.
Directors’ Responsibility for the Financial Statements
The directors of the Company are responsible for the preparation of financial statements that give a true and fair view in accordance with Financial
Reporting Standards and the requirements of the Companies Act 1965 in Malaysia. The directors are also responsible for such internal control
as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to
fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved
standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures
selected depend on our judgement, including the assessment of risks of material misstatement of the financial statements, whether due to fraud
or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation of financial statements that give a
true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements give a true and fair view of the financial position of the Group and of the Company as of 31 March 2014
and of their financial performance and cash flows for the financial year then ended in accordance with Financial Reporting Standards and the
requirements of the Companies Act 1965 in Malaysia.
INDEPENDENT AUDITORS’ REPORT TO THE
MEMBERS OF DELLOYD VENTURES BERHAD (CONT’D)
42
42
Report on Other Legal and Regulatory Requirements
In accordance with the requirements of the Companies Act 1965 in Malaysia, we also report the following:(a)
In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiaries of
which we have acted as auditors have been properly kept in accordance with the provisions of the Act.
(b)
We have considered the financial statements and the auditors’ reports of the subsidiaries of which we have not acted as auditors, which
are indicated in Note 5 to the financial statements.
(c)
We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company’s financial statements
are in form and content appropriate and proper for the purposes of the preparation of the financial statements of the Group and we have
received satisfactory information and explanations required by us for those purposes.
(d)
The audit reports on the financial statements of the subsidiaries did not contain any qualification or any adverse comment made under
Section 174(3) of the Act.
The supplementary information set out in Note 52 to the financial statements is disclosed to meet the requirements of Bursa Malaysia Securities
Berhad and is not part of the financial statements. The directors are responsible for the preparation of the supplementary information in accordance
with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa
Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants (“MIA Guidance”) and the directive of
Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA
Guidance and the directive of Bursa Malaysia Securities Berhad.
Other Matters
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act 1965 in Malaysia and
for no other purpose. We do not assume responsibility to any other person for the content of this report.
Crowe Horwath
Firm No: AF 1018
Chartered Accountants
21 July 2014
Kuala Lumpur
Onn Kien Hoe
Approval No: 1772/11/14 (J/PH)
Chartered Accountant
STATEMENTS OF FINANCIAL POSITION AT 31 MARCH 2014
NOTE
THE GROUP
2014
2013
RM’000
RM’000
THE COMPANY
2014
2013
RM’000
RM’000
48,255
131,096
167,485
6,758
2,601
10,517
3,523
38,525
118,186
176,585
7,126
2,601
11,480
3,666
140,383
-
130,815
-
370,235
358,169
140,383
130,815
53,942
69,114
15,500
333
3,431
36,486
705
34,207
82
54,616
54,261
15,040
12,836
8,956
23,081
3,383
31,544
57
2
95,208
5,100
19
13,635
4,857
-
2
41,677
10,418
4,517
219
5,628
-
213,800
203,774
118,821
62,461
584,035
561,943
259,204
193,276
ASSETS
NON-CURRENT ASSETS
Investment in subsidiaries
Investment in associates
Property, plant and equipment
Plantation development expenditure
Investment properties
Other investments
Goodwill
Deferred tax assets
5
6
7
8
9
10
11
12
CURRENT ASSETS
Inventories
Trade receivables
Other receivables, deposits and prepayments
Amounts owing by subsidiaries
Amounts owing by related parties
Dividend receivable
Tax refundable
Short-term investments
Deposits with financial institutions
Cash and bank balances
Derivative asset
TOTAL ASSETS
13
14
15
16
27
17
18
19
43
STATEMENTS OF FINANCIAL POSITION AT 31 MARCH 2014 (CONT’D)
44
44
THE GROUP
2014
2013
RM’000
RM’000
THE COMPANY
2014
2013
RM’000
RM’000
100,004
20,470
(9,334)
(10,726)
332,678
100,004
20,470
(8,687)
(7,571)
314,019
100,004
20,470
(9,334)
138,004
100,004
20,470
(8,687)
60,130
433,092
418,235
249,144
171,917
22,680
22,898
-
-
455,772
441,133
249,144
171,917
7,947
2,851
13,287
55
25,778
3,268
14,376
142
1,140
-
9,180
3,473
-
24,140
43,564
1,140
12,653
49,956
26,360
4,893
22,608
246
60
-
30,836
19,191
5,939
20,938
61
203
78
847
8,040
33
-
538
8,040
128
-
104,123
77,246
8,920
8,706
TOTAL LIABILITIES
128,263
120,810
10,060
21,359
TOTAL EQUITY AND LIABILITIES
584,035
561,943
259,204
193,276
4.48
4.32
NOTE
EQUITY AND LIABILITIES
EQUITY
Share capital
Share premium
Treasury shares
Other reserves
Retained profits
20
21
22
23
24
TOTAL EQUITY ATTRIBUTABLE TO OWNERS
OF THE COMPANY
NON-CONTROLLING INTERESTS
TOTAL EQUITY
NON-CURRENT LIABILITIES
Long-term borrowings
Amount owing to a related party
Deferred tax liabilities
Deferred income
25
27
28
29
CURRENT LIABILITIES
Trade payables
Other payables and accruals
Amounts owing to related parties
Short-term borrowings
Provision for taxation
Derivative liabilities
Bank overdraft
30
31
27
32
19
34
NET ASSETS PER SHARE (RM)
35
The annexed notes form an integral part of these financial statements.
STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014
NOTE
REVENUE
36
THE GROUP
2014
2013
RM’000
RM’000
45
THE COMPANY
2014
2013
RM’000
RM’000
411,224
424,674
COST OF SALES
(321,088)
(339,024)
GROSS PROFIT
90,136
85,650
109,395
34,980
OTHER (LOSS)/INCOME
(7,244)
120
2,668
1,240
82,892
85,770
112,063
36,220
PERSONNEL EXPENSES
(25,885)
(24,954)
(271)
(294)
ADMINISTRATIVE EXPENSES
(19,413)
(17,921)
(145)
(781)
1,547
4,182
-
(3,345)
(3,511)
(755)
SHARE OF PROFITS IN ASSOCIATES, NET OF TAX
FINANCE COSTS
109,395
-
34,980
-
(1,198)
PROFIT BEFORE TAXATION
37
35,796
43,566
110,892
33,947
INCOME TAX EXPENSE
38
(7,487)
(8,929)
(25,282)
(8,475)
28,309
34,637
85,610
25,472
(6,052)
(155)
(2,309)
-
-
(6,052)
(2,464)
-
-
22,257
32,173
85,610
25,472
27,432
877
32,929
1,708
85,610
-
25,472
-
28,309
34,637
85,610
25,472
24,277
(2,020)
31,681
492
85,610
-
25,472
-
22,257
32,173
85,610
25,472
28.4 sen
34.0 sen
PROFIT AFTER TAXATION
OTHER COMPREHENSIVE
INCOME, NET OF TAX
Items that may be reclassified subsequently to profit or loss
- Fair value changes of available-for-sale financial assets
- Foreign currency translation
TOTAL COMPREHENSIVE INCOME
FOR THE FINANCIAL YEAR
PROFIT AFTER TAXATION
ATTRIBUTABLE TO:Owners of the Company
TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:Owners of the Company
EARNINGS PER SHARE
- Basic
39
100,004
-
Contributions by and distributions
to the owners of the Company:
- Purchase of treasury shares
- Dividends
Balance at 31.03.2013
-
-
20,470
-
-
-
-
-
20,470
SHARE
PREMIUM
RM’000
(7,593)
-
(1,093)
857
(1,950)
-
(6,500)
TRANSLATION
DEFICIT
RM’000
22
-
(155)
(21)
(134)
-
-
177
FAIR
VALUE
RESERVE
RM’000
314,019
(11,625)
32,929
-
-
32,929
292,715
RETAINED
PROFITS
RM’000
DISTRIBUTABLE
(8,687)
(628)
-
-
-
-
(8,059)
-
-
100,004
-
40
NOTE
TREASURY
SHARES
RM’000
Other comprehensive income for
the financial year, net of tax:
- Fair value changes of available-forsale financial assets
- Crystallisation of reserves upon
disposal of subsidiary
Total comprehensive income
for the financial year
THE GROUP
SHARE
CAPITAL
RM’000
NON-DISTRIBUTABLE
418,235
(628)
(11,625)
31,681
836
(134)
(1,950)
32,929
398,807
ATTRIBUTABLE
TO OWNERS
OF THE
COMPANY
RM’000
22,898
(316)
492
-
(1,216)
1,708
22,722
NONCONTROLLING
INTERESTS
RM’000
441,133
(628)
(11,941)
32,173
836
(134)
(3,166)
34,637
421,529
TOTAL
EQUITY
RM’000
46
46
-
Contributions by and distributions
to the owners of the Company:
- Dividends
- Accretion of interest in a subsidiary
- Subscription of shares in a subsidiary
100,004
-
-
Other comprehensive income for
the financial year, net of tax:
100,004
-
40
NOTE
Balance at 31.03.2013/01.04.2013
THE GROUP
SHARE
CAPITAL
RM’000
20,470
-
-
-
-
20,470
SHARE
PREMIUM
RM’000
(10,748)
-
(3,155)
(3,155)
-
(7,593)
TRANSLATION
DEFICIT
RM’000
22
-
-
-
-
22
FAIR
VALUE
RESERVE
RM’000
332,678
(7,736)
(1,037)
-
27,432
-
27,432
314,019
RETAINED
PROFITS
RM’000
DISTRIBUTABLE
433,092
(647)
(7,736)
(1,037)
-
24,277
(3,155)
27,432
418,235
ATTRIBUTABLE
TO OWNERS
OF THE
COMPANY
RM’000
(9,334)
(647)
-
-
-
-
(8,687)
TREASURY
SHARES
RM’000
NON-DISTRIBUTABLE
22,680
1,037
765
(2,020)
(2,897)
877
22,898
NONCONTROLLING
INTERESTS
RM’000
455,772
(647)
(7,736)
765
22,257
(6,052)
28,309
441,133
TOTAL
EQUITY
RM’000
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 (CONT’D)
47
(8,687)
(628)
-
-
(8,059)
TREASURY
SHARES
RM’000
20,470
-
-
20,470
SHARE
PREMIUM
RM’000
100,004
-
Contributions by and distributions to the owners of
the Company:
- Dividends
40
-
100,004
Profit after taxation/ Total comprehensive income
THE COMPANY
NOTE
SHARE
CAPITAL
RM’000
NON-DISTRIBUTABLE
60,130
(11,625)
25,472
46,283
RETAINED
PROFITS
RM’000
DISTRIBUTABLE
171,917
(628)
(11,625)
25,472
158,698
TOTAL
EQUITY
RM’000
48
48
(9,334)
(647)
-
-
(8,687)
TREASURY
SHARES
RM’000
20,470
-
-
20,470
SHARE
PREMIUM
RM’000
100,004
-
Contributions by and distributions to the owners of
the Company:
- Dividends
40
-
100,004
Profit after taxation/ Total comprehensive income
Balance at 31.03.2013/01.04.2013
THE COMPANY
NOTE
SHARE
CAPITAL
RM’000
NON-DISTRIBUTABLE
138,004
(7,736)
85,610
60,130
RETAINED
PROFITS
RM’000
DISTRIBUTABLE
249,144
(647)
(7,736)
85,610
171,917
TOTAL
EQUITY
RM’000
49
50
50
THE GROUP
2014
2013
RM’000
RM’000
CASH FLOWS FROM/(FOR)
OPERATING ACTIVITIES
Profit before taxation
THE COMPANY
2014
2013
RM’000
RM’000
35,796
43,566
110,892
33,947
7
163
-
-
5,380
3
5,181
7
-
-
96
12,939
(224)
415
28
15,396
(213)
(266)
(95)
-
2,377
3,378
638
581
1,015
104
128
1,533
158
-
-
-
-
Adjustments for:Allowance for impairment losses
on receivables
Amortisation of plantation
development expenditure
Bad debts written off
Depreciation of:
- investment properties
- property, plant and equipment
Fair value gain on derivatives
Provision/(Writeback of provision) for warranty claims
Impairment losses on:
- investment in a subsidiary
Interest expense
Amounts written off:
- plant and equipment
- plantation development expenditure
Reversal of impairment loss on
investment in a subsidiary
Gain on disposal of
- investment in subsidiaries
Writedown in value of inventories
Dividend income from
- subsidiaries
- short-term and other investments
Loss on foreign exchange
- unrealised
Interest income
- deposits with licensed banks
- advances to subsidiaries
Rental income
Share of profits in associates, net of tax
Writeback in value of inventories
Operating profit/(loss) before
working capital changes
#
(296)
982
(694)
(428)
2
(713)
(786)
11,376
3,742
(819)
(749)
(1,547)
(207)
(462)
(729)
(4,182)
(1,742)
65,048
63,652
# - RM2
(68)
(109,395)
(74)
-
(98)
-
(34,980)
(54)
-
(202)
(2,286)
-
(29)
(1,041)
-
(590)
(659)
NOTE
THE GROUP
2014
2013
RM’000
RM’000
51
THE COMPANY
2014
2013
RM’000
RM’000
Operating profit /(loss) before
working capital changes
Increase in inventories
(Increase)/Decrease in trade and other receivables
Increase in trade and other payables
Warranty claims paid
65,048
(1,578)
(3,755)
21,855
(1,091)
63,652
(9,749)
18,493
7,563
(668)
(590)
310
-
(659)
255
-
CASH FROM/(FOR) OPERATIONS
Income tax paid
Interest paid
80,479
(1,875)
(2,377)
79,291
(9,353)
(3,378)
(280)
(24,257)
(638)
(404)
(7,726)
(1,015)
NET CASH FROM/(FOR) OPERATING ACTIVITIES
76,227
66,560
(25,175)
(9,145)
-
-
(9,500)
(51,245)
(1,292)
CASH FLOWS (FOR)/FROM
INVESTING ACTIVITIES
Subscription of additional shares in a subsidiary
Repayment to subsidiaries
Dividends received from:
- subsidiaries
- an associate
- short-term investments
Net cash inflows from disposal of subsidiaries
Interest received
Payments for plantation development expenditure
Subscription of additional shares in an associate
Purchase of property, plant and equipment
Proceeds from disposal of plant and equipment
Proceeds from disposal of other investment
Payment for acquisition of business
Rental received
NET CASH (FOR)/FROM INVESTING ACTIVITIES
BALANCE CARRIED FORWARD
7(a)
11(c)
1,415
713
#
819
(6,422)
(9,570)
(25,780)
484
749
906
786
278
462
(9,560)
(15,251)
644
322
(3,600)
729
114,712
74
202
-
31,613
54
29
-
(37,592)
(24,284)
54,243
30,404
38,635
42,276
29,068
21,259
# - RM2
52
52
NOTE
BALANCE BROUGHT FORWARD
THE GROUP
2014
2013
RM’000
RM’000
THE COMPANY
2014
2013
RM’000
RM’000
38,635
42,276
29,068
21,259
CASH FLOWS FOR FINANCING ACTIVITIES
Dividends paid
Net repayment of revolving credit and draft loans
Drawdown of term loans
Proceeds from issuance of shares by a subsidiary
to a non-controlling interest
Purchase of treasury shares
Repayment of term loans
Repayment of finance lease obligations
(7,736)
1,840
(11,941)
(7,386)
14,652
(7,736)
-
(11,625)
-
765
(647)
(18,253)
(560)
(628)
(29,750)
-
(647)
(8,040)
-
(628)
(8,040)
-
NET CASH FOR FINANCING ACTIVITIES
(24,591)
(35,053)
(16,423)
(20,293)
NET INCREASE IN CASH
AND CASH EQUIVALENTS
14,044
FOREIGN EXCHANGE DIFFERENCES
(576)
CASH AND CASH EQUIVALENTS AT BEGINNING
OF THE FINANCIAL YEAR
CASH AND CASH EQUIVALENTS AT END
OF THE FINANCIAL YEAR
42
7,223
12,645
966
(252)
-
-
57,930
50,959
5,847
4,881
71,398
57,930
18,492
5,847
1.
53
GENERAL INFORMATION
The Company is incorporated as a public company limited by shares under the Companies Act 1965 in Malaysia.
The registered office is located at No. 52A, Lebuh Enggang, 41150 Klang, Selangor Darul Ehsan.
The principal place of business is located at Lot 33004/5 and Lot 48938, Jalan Kebun, Kampung Jawa, 42450 Klang, Selangor Darul
Ehsan.
The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the directors dated 21 July
2014.
2.
The Company is principally an investment holding company.
The principal activities of the subsidiaries are set out in Note 5 to the financial statements. There have been no significant changes in the
nature of these activities during the financial year.
3.
BASIS OF PREPARATION
The financial statements of the Group and of the Company are prepared under the historical cost convention and modified to include
other bases of valuation as disclosed in other sections under significant accounting policies, and in compliance with Financial Reporting
Standards (“FRSs”) and the requirements of the Companies Act 1965 in Malaysia.
3.1
During the current financial year, the Group has adopted the following new accounting standards and interpretations (including the
consequential amendments, if any):FRSs and IC Interpretations (Including The Consequential Amendments)
FRS 10 Consolidated Financial Statements
FRS 11 Joint Arrangements
FRS 12 Disclosure of Interests in Other Entities
FRS 13 Fair Value Measurement
FRS 119 (2011) Employee Benefits
FRS 127 (2011) Separate Financial Statements
FRS 128 (2011) Investments in Associates and Joint Ventures
Amendments to FRS 7: Disclosures – Offsetting Financial Assets and Financial Liabilities
Amendments to FRS 10, FRS 11 and FRS 12: Transition Guidance
Amendments to FRS 101: Presentation of Items of other Comprehensive Income
IC Interpretation 20 Stripping Costs in the Production Phase of a Surface Mine
Annual Improvements to FRSs (2012)
The adoption of the above accounting standards and interpretations (including the consequential amendments) are not relevant
to the Group and the Company’s operations except as follows:FRS 10 & Amendments to FRS 10: Transition Guidance
FRS 10 replaces the consolidation guidance in FRS 127 and IC Interpretation 112. Under FRS 10, there is only one basis for
consolidation, which is control. Extensive guidance has been provided in the standard to assist in the determination of control.
FRS 12 & Amendments to FRS 12: Transition Guidance
FRS 12 is applicable to entities that have interests in subsidiaries, joint arrangements, associates and/or unconsolidated structured
entities. FRS 12 is a disclosure standard and requires extensive disclosures of which the additional disclosures are disclosed in
Notes 5 and 6 to the financial statements.
54
54
3.
BASIS OF PREPARATION (CONT’D)
3.1
During the current financial year, the Group has adopted the following new accounting standards and interpretations (including the
consequential amendments, if any):FRS 13
FRS 13 defines fair value, provides guidance on how to determine fair value and requires disclosures about fair value measurements.
The scope of FRS 13 is broad; it applies to both financial instrument items and non-financial instrument items for which other FRSs
require or permit fair value measurements and disclosures about fair value measurements, except in specified circumstances.
FRS 13 has been applied prospectively as of the beginning of the current financial year and there are no material impacts on the
financial statements of the Group upon its initial application.
FRS 119 (2011)
FRS 119 (2011) changes the accounting for defined benefit plans and termination benefits. The amendments require the
recognition of changes in defined benefit obligations and in the fair value of planned assets when they occur, and hence eliminate
the ‘corridor approach’ permitted under the previous version of FRS 119 and accelerate the recognition of past service costs. The
amendments also require all actuarial gains and losses to be recognised immediately through other comprehensive income in
order for the net pension asset or liability recognised in the consolidated statement of financial position to reflect the full value of
the planned deficit or surplus. There are no material impacts on the financial statements of the Group upon its initial application.
FRS 127 (2011)
Generally there will be no impact as the new standard (accounting treatments and disclosures on the ‘company level’) is identical
to the current standard.
FRS 128 (2011)
Generally there will be no impact as the new standard is amended for conforming changes based on the issuance of FRS 10, FRS
11 and FRS 12.
Amendments to FRS 7: Disclosures – Offsetting Financial Assets and Financial Liabilities
The amendments to FRS 7 (Disclosures – Offsetting Financial Assets and Financial Liabilities) require disclosures that will enable
users of an entity’s financial statements to evaluate the effect or potential effect of netting arrangements, including rights of setoff associated with the entity’s recognised financial assets and recognised financial liabilities, on the entity’s financial position.
The impacts on the financial statements of the Group and of the Company upon their application are disclosed in Note 27 to the
financial statements.
Amendments to FRS 101: Presentation of Items of Other Comprehensive Income
The amendments to FRS 101 retain the option to present profit or loss and other comprehensive income in either a single
statement or in two separate but consecutive statements. In addition, items presented in other comprehensive income section
are to be grouped based on whether they are potentially re-classifiable to profit or loss subsequently i.e. those that might be
reclassified and those that will not be reclassified. Income tax on items of other comprehensive income is required to be allocated
on the same basis. There will be no financial impact on the financial statements of the Group upon its initial application other than
the presentation format of the statements of profit or loss and other comprehensive income.
Annual Improvements to FRSs (2012).
The Annual Improvements to FRSs (2012) contain amendments to FRS 1, FRS 101, FRS 116, FRS 132 and FRS 134. These
amendments have no material impact on the financial statements of the Group and of the Company upon their initial application.
The adoption of the above accounting standards and interpretations (including the consequential amendments) did not have any
material impact on the Group’s financial statements.
3.
55
3.2
The Group has not applied in advance the following accounting standards and interpretations (including the consequential
amendments, if any) that have been issued by the Malaysian Accounting Standards Board (“MASB”) but are not yet effective for
the current financial year:
FRSs and IC Interpretations (Including The Consequential Amendments)
FRS 9 (2009) Financial Instruments
FRS 9 (2010) Financial Instruments
FRS 9 Financial Instruments (Hedge Accounting and Amendments to FRS 7, FRS 9 and FRS 139)
Amendments to FRS 9 and FRS 7: Mandatory Effective Date of FRS 9 and Transition Disclosures
FRS 14 Regulatory Deferred Accounts
Amendments to FRS 10, FRS 12 and FRS 127 (2011): Investment Entities
Amendments to FRS 11: Accounting for acquisitions of Interests in Joint Operations
Amendments to FRS 116 and FRS 138: Clarification of Acceptable Method of Depreciation and Amortisation
Amendments to FRS 119: Defined Benefit Plans – Employee Contributions
Amendments to FRS 132: Offsetting Financial Assets and Financial Liabilities
Amendments to FRS 136: Recoverable Amount Disclosures for Non-financial Assets
Amendments to FRS 139: Novation of Derivatives and Continuation of Hedge Accounting
IC Interpretation 21 Levies
Annual Improvements to FRSs 2010 – 2012 Cycle
Annual Improvements to FRSs 2011 – 2013 Cycle
Effective Date
) To be
) announced
) by MASB
)
1 January 2016
1 January 2014
1 January 2016
1 January 2016
1 July 2014
1 January 2014
1 January 2014
1 January 2014
1 January 2014
1 July 2014
1 July 2014
The above accounting standards and interpretations (including the consequential amendments) are not relevant to the Group’s
operations except as follows:FRS 9 (2009), FS 9 (2010) & Amendments to FRS 9 and FRS 7: Mandatory Effective Date of FRS 9 and Transition Disclosures
FRS 9 (2009) introduces new requirements for the classification and measurement of financial assets. Subsequently, this FRS
9 was amended in year 2010 to include requirements for the classification and measurement of financial liabilities and for
derecognition (known as FRS 9 (2010)). Generally, FRS 9 replaces the parts of FRS 139 that relate to the classification and
measurement of financial instruments. FRS 9 divides all financial assets into 2 categories – those measured at amortised cost
and those measured at fair value, based on the entity’s business model for managing its financial assets and the contractual cash
flow characteristics of the instruments. For financial liabilities, the standard retains most of the FRS 139 requirement. An entity
choosing to measure a financial liability at fair value will present the portion of the change in its fair value due to changes in the
entity’s own credit risk in other comprehensive income rather than within profit or loss. The effective date of this standard has
been deferred from 1 January 2013 to 1 January 2015. Transitional provisions in FRS 9 were also amended to provide certain
relief from retrospective adjustments.
Amendments to FRS 10, FRS 12 & FRS 127 (2011): Investment Entities
The amendments to FRS 10, FRS 12 and FRS 127 (2011) require investment entities to measure particular subsidiaries at fair
value through profit or loss instead of consolidating them. The Company is an investment entity whose business purpose is to
invest funds solely for returns from capital appreciation, investment income or both. Accordingly, the Group will deconsolidate its
subsidiaries upon the initial application of these amendments and to fair value the investments in accordance with FRS 139. There
will be no financial impacts on the financial statements of the Group and of the Company upon their application.
Amendments to FRS 119: Employee Contributions
The amendments to FRS 119 simplify the accounting treatment of contributions from employees and third parties to defined
benefit plans. Contributions that are independent of the number of years of service shall be recognised as a reduction in the
service cost in the period in which the related service is rendered. For contributions that are dependent on the number of years of
service, the Company is required to attribute those contributions to periods of service using either based on the plan’s contribution
formula or on a straight-line basis, as appropriate. There will be no financial impact on the financial statements of the Group upon
its initial application.
Amendments to FRS 132: Offsetting Financial Assets and Financial Liabilities
The amendments to FRS 132 provide the application guidance for criteria to offset financial assets and financial liabilities. There
will be no financial impact on the financial statements of the Group upon its initial application.
56
56
3.
3.2
The above accounting standards and interpretations (including the consequential amendments) are not relevant to the Group’s
operations except as follows (Cont’d):Amendments to FRS 136: Recoverable Amount Disclosures for Non-financial Assets
The amendments to FRS 136 remove the requirement to disclose the recoverable amount when a cash-generating unit contains
goodwill or intangible assets with indefinite useful lives but there has been no impairment. Therefore, there will be no financial
impact on the financial statements of the Group upon its initial application but may impact its future disclosures.
Annual Improvement to FRSs 2010 – 2012 Cycle
Generally, there will be no financial impact on the financial statements of the Group upon its initial application.
Annual Improvement to FRSs 2011 – 2013 Cycle
Generally, there will be no financial impact on the financial statements of the Group upon its initial application.
3.3
On 19 November 2011, MASB issued a new MASB approved accounting framework, the Malaysian Financial Reporting Standards
(“MFRSs”) that are equivalent to International Financial Reporting Standards (“IFRS”).
The MFRSs are to be applied by all Entities Other Than Private Entities for annual periods beginning on or after 1 January 2012, with
the exception of entities that are within the scope of MFRS 141 (Agriculture) and IC Interpretation 15 (Agreements for Construction
of Real Estate), including its parent, significant investor and venturer (herein called “Transitioning Entities”). The Group falls within
the definition of Transitioning Entities and has elected to present its first MFRSs financial statements when the MFRS framework
become mandatory. Currently, the MASB has not announced as to when the Transitioning Entities are mandated to comply with
the MFRS framework. This is because of the revision in the project timeline on the issuance of new IFRS on Revenue and the
proposed limited amendments to IAS 41 (Agriculture) by the International Accounting Standards Board. Accordingly, the Group is
unable to assess the potential financial effects of the differences between the accounting standards under FRSs and the MFRSs.
4.
SIGNIFICANT ACCOUNTING POLICIES
(a)
Critical Accounting Estimates And Judgements
Estimates and judgements are continually evaluated by the directors and management and are based on historical experience and
other factors, including expectations of future events that are believed to be reasonable under the circumstances. The estimates
and judgements that affect the application of the Group’s accounting policies and disclosures, and have a significant risk of
causing a material adjustment to the carrying amounts of assets, liabilities, income and expenses are discussed below:(i)
Depreciation of Property, Plant and Equipment
The estimates for the residual values, useful lives and related depreciation charges for the property, plant and equipment
are based on commercial and production factors which could change significantly as a result of technical innovations
and competitors’ actions in response to the market conditions.
The Group anticipates that the residual values of its property, plant and equipment will be significant and have been taken
into consideration for the computation of the depreciable amount.
Changes in the expected level of usage and technological development could impact the economic useful lives and the
residual values of these assets, therefore future depreciation charges could be revised.
(ii)
Income Taxes
There are certain transactions and computations for which the ultimate tax determination may be different from the initial
estimate. The Group recognised tax liabilities based on its understanding of the prevailing tax laws and estimates of
whether such taxes will be due in the ordinary course of business. Where the final outcome of these matters is different
from the amounts that were initially recognised, such difference will impact the income tax and deferred tax provisions in
the period in which such determination is made.
4.
57
SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
(a)
Critical Accounting Estimates And Judgements (Cont’d )
(iii)
Impairment of Non-financial Assets
When the recoverable amount of an asset is determined based on the estimate of the value-in-use of the cash-generating
unit to which the asset is allocated, the management is required to make an estimate of the expected future cash flows
from the cash-generating unit and also to apply a suitable discount rate in order to determine the present value of those
cash flows.
(iv)
Writedown of Inventories
Reviews are made periodically by management on damaged, obsolete and slow-moving inventories. These reviews
require judgement and estimates. Possible changes in these estimates could result in revisions to the valuation of
inventories.
(v)
Classification Between Investment Properties and Owner Occupied Properties
The Group determines whether a property qualifies as an investment property, and has developed a criteria in making
that judgement. Investment property is a property held to earn rentals or for capital appreciation or both. Therefore, the
Group considers whether a property generates cash flows largely independent of the other assets held by the Group.
Some properties comprise a portion that is held to earn rentals or for capital appreciation and another portion that is held
for use in the production or supply of goods or services or for administrative purposes. If these portions could be sold
separately (or leased out separately under a finance lease), the Group accounts for the portions separately. If the portions
could not be sold separately, the property is an investment property only if an insignificant portion is held for use in the
production or supply of goods or services or for administrative purposes.
Judgement is made on an individual property basis to determine whether ancillary services are so significant that a
property does not qualify as investment property.
(vi)
Impairment of Trade and Other Receivables
An impairment loss is recognised when there is objective evidence that a financial asset is impaired. Management
specifically reviews its loans and receivables financial assets and analyses historical bad debts, customer concentrations,
customer creditworthiness, current economic trends and changes in the customer payment terms when making
a judgement to evaluate the adequacy of the allowance for impairment losses. Where there is objective evidence of
impairment, the amount and timing of future cash flows are estimated based on historical loss experience for assets
with similar credit risk characteristics. If the expectation is different from the estimation, such difference will impact the
carrying value of receivables.
(vii)
Impairment of Available-for-Sale Financial Assets
The Group reviews its available-for-sale financial assets at the end of each reporting period to assess whether they
are impaired. The Group also records impairment loss on available-for-sale equity investments when there has been
a significant or prolonged decline in the fair value below their cost. The determination of what is “significant” or
“prolonged” requires judgement. In making this judgement, the Group evaluates, among other factors, historical share
price movements and the duration and extent to which the fair value of an investment is less than its cost.
(viii)
Classification of Leasehold Land
The classification of leasehold land as a finance lease or an operating lease requires the use of judgement in determining
the extent to which risks and rewards incidental to its ownership lie. Despite the fact that there will be no transfer of
ownership by the end of the lease term and that the lease term does not constitute the major part of the indefinite
economic life of the land, management considered that the present value of the minimum lease payments approximated
to the fair value of the land at the inception of the lease. Accordingly, management judged that the Group has acquired
substantially all the risks and rewards incidental to the ownership of the land through a finance lease.
58
58
4.
(a)
Critical Accounting Estimates And Judgements (Cont’d )
(ix)
Impairment of Goodwill
Goodwill is tested for impairment annually and at other times when such indicators exist. This requires management to
estimate the expected future cash flows of the cash-generating unit to which goodwill is allocated and to apply a suitable
discount rate in order to determine the present value of those cash flows. The future cash flows are most sensitive
to budgeted gross margins, growth rates estimated and discount rate used. If the expectation is different from the
estimation, such difference will impact the carrying value of goodwill.
(x)
Fair Value Estimates for Certain Financial Assets and Liabilities
The Group carries certain financial assets and liabilities at fair value, which requires extensive use of accounting estimates
and judgement. While significant components of fair value measurement were determined using verifiable objective
evidence, the amount of changes in fair value would differ if the Group uses different valuation methodologies. Any
changes in fair value of these assets and liabilities would affect profit and/or equity.
(b)
Basis of Consolidation
The consolidated financial statements include the financial statements of the Company and its subsidiaries made up to 31 March
2014.
Subsidiaries are entities (including structured entities) controlled by the Group. The Group controls an entity when the Group is
exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through
its power over the entity.
Subsidiaries are consolidated from the date on which control is transferred to the Group up to the effective date on which control
ceases, as appropriate.
Intragroup transactions, balances, income and expenses are eliminated on consolidation. Where necessary, adjustments are made
to the financial statements of subsidiaries to ensure consistency of accounting policies with those of the Group.
Non-controlling interests are presented within equity in the consolidated statement of financial position, separately from the equity
attributable to owners of the Company. Profit or loss and each component of other comprehensive income are attributed to the
owners of the Company and to the non-controlling interests. Total comprehensive income is attributed to non-controlling interests
even if this results in the non-controlling interests having a deficit balance.
At the end of each reporting period, the carrying amount of non-controlling interests is the amount of those interests at initial
recognition plus the non-controlling interests’ share of subsequent changes in equity.
All changes in the parent’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity
transactions. Any difference between the amount by which the non-controlling interest is adjusted and the fair value of consideration
paid or received is recognised directly in equity of the Group.
Upon the loss of control of a subsidiary, the Group recognises any gain or loss on disposal in profit or loss which is calculated as
the difference between:(i) the aggregate of the fair value of the consideration received and the fair value of any retained interest in the former subsidiary;
and
(ii) the previous carrying amount of the assets (including goodwill), and liabilities of the former subsidiary and any non-controlling
interests
Amounts previously recognised in other comprehensive income in relation to the former subsidiary are accounted for in the same
manner as would be required if the relevant assets or liabilities were disposed of (i.e. reclassified to profit or loss or transferred
directly to retained profits). The fair value of any investments retained in the former subsidiary at the date when control is lost is
regarded as the fair value on initial recognition for subsequent accounting under FRS 139 or, when applicable, the cost on initial
recognition of an investment in an associate or a joint venture.
4.
59
(b)
Basis of Consolidation (Cont’d)
Business combinations from 1 April 2011 onwards
Acquisitions of businesses are accounted for using the acquisition method. Under the acquisition method, the consideration
transferred for acquisition of a subsidiary is the fair value of the assets transferred, liabilities incurred and the equity interests
issued by the Group at the acquisition date. The consideration transferred includes the fair value of any asset or liability resulting
from a contingent consideration arrangement. Acquisition-related costs, other than the costs to issue debt or equity securities, are
recognised in profit or loss when incurred.
In a business combination achieved in stages, previously held equity interests in the acquiree are remeasured to fair value at the
acquisition date and any corresponding gain or loss is recognised in profit or loss.
Non-controlling interests in the acquiree may be initially measured either at fair value or at the non-controlling interests’
proportionate share of the fair value of the acquiree’s identifiable net assets at the date of acquisition. The choice of measurement
basis is made on a transaction-by-transaction basis.
Business combinations before 1 April 2011
All subsidiaries are consolidated using the purchase method. At the date of acquisition, the fair values of the subsidiaries’ net
assets are determined and these values are reflected in the consolidated financial statements. The cost of acquisition is measured
at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments
issued by the Group in exchange for control of the acquiree, plus any costs directly attributable to the business combination.
Non-controlling interests are initially measured at their share of the fair values of the identifiable assets and liabilities of the
acquiree as at the date of acquisition.
(c)
Goodwill
Goodwill is measured at cost less accumulated impairment losses, if any. The carrying value of goodwill is reviewed for impairment
annually. The impairment value of goodwill is recognised immediately in profit or loss. An impairment loss recognised for goodwill
is not reversed in a subsequent period.
Business combinations from 1 April 2011 onwards
Under the acquisition method, any excess of the sum of the fair value of the consideration transferred in the business combination,
the amount of non-controlling interests recognised and the fair value of the Group’s previously held equity interest in the acquiree
(if any), over the net fair value of the acquiree’s identifiable assets and liabilities at the date of acquisition is recorded as goodwill.
Where the latter amount exceeds the former, after reassessment, the excess represents a bargain purchase gain and is recognised
as a gain in profit or loss.
Business combinations before 1 April 2011
Under the purchase method, goodwill represents the excess of the fair value of the purchase consideration over the Group’s share
of the fair values of the identifiable assets, liabilities and contingent liabilities of the subsidiaries at the date of acquisition.
If, after reassessment, the Group’s interest in the fair values of the identifiable net assets of the subsidiaries exceeds the cost of
the business combinations, the excess is recognised as income immediately in profit or loss.
(d)
Functional and Foreign Currencies
(i)
Functional and Presentation Currency
The individual financial statements of each entity in the Group are presented in the currency of the primary economic
environment in which the entity operates, which is the functional currency.
The consolidated financial statements are presented in Ringgit Malaysia (“RM”), which is the Company’s functional and
presentation currency.
60
60
4.
(d)
Functional and Foreign Currencies (Cont’d)
(ii)
Transactions and Balances
Transactions in foreign currencies are converted into the respective functional currencies on initial recognition, using
the exchange rates approximating those ruling at the transaction dates. Monetary assets and liabilities at the end of the
reporting period are translated at the rates ruling as of that date. Non-monetary assets and liabilities are translated using
exchange rates that existed when the values were determined. All exchange differences are recognised in profit or loss
except for differences arising from the translation of available-for-sale equity instruments which are recognised in other
comprehensive income.
(iii)
Foreign Operations
Assets and liabilities of foreign operations are translated to RM at the rates of exchange ruling at the end of the
reporting period. Revenues and expenses of foreign operations are translated at exchange rates ruling at the dates of
the transactions. All exchange differences arising from translation are taken directly to other comprehensive income and
accumulated in equity under translation reserve. On disposal of a foreign operation, the cumulative amount recognised
in other comprehensive income relating to that particular foreign operation is reclassified from equity to profit or loss.
Goodwill and fair value adjustments arising from the acquisition of foreign operations are treated as assets and liabilities
of the foreign operations and are recorded in the functional currency of the foreign operations and translated at the
closing rate at the end of the reporting period.
(e)
Financial Instruments
Financial instruments are recognised in the statements of financial position when the Group has become a party to the contractual
provisions of the instruments.
Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement.
Interest, dividends, gains and losses relating to a financial instrument classified as a liability, are reported as an expense or
income. Distributions to holders of financial instruments classified as equity are charged directly to equity.
Financial instruments are offset when the Group has a legally enforceable right to offset and intends to settle either on a net basis
or to realise the asset and settle the liability simultaneously.
Financial instrument is recognised initially at its fair value. Transaction costs that are directly attributable to the acquisition or issue
of the financial instrument (other than a financial instrument at fair value through profit or loss) are added to/deducted from the
fair value on initial recognition, as appropriate. Transaction costs on the financial instrument at fair value through profit or loss are
recognised immediately in profit or loss.
Financial instruments recognised in the statements of financial position are disclosed in the individual policy statement associated
with each item.
(i)
Financial Assets
On initial recognition, financial assets are classified as either financial assets at fair value through profit or loss, loans and
receivables financial assets, held-to-maturity investments, or available-for-sale financial assets, as appropriate.
■
Financial Assets at Fair Value Through Profit or Loss
Financial assets are classified as financial assets at fair value through profit or loss when the financial asset
is either held for trading or is designated to eliminate or significantly reduce a measurement or recognition
inconsistency that would otherwise arise. Derivatives are also classified as held for trading unless they are
designated as hedges.
Financial assets at fair value through profit or loss are stated at fair value, with any gains or losses arising
on remeasurement recognised in profit or loss. Dividend income from this category of financial assets is
recognised in profit or loss when the Group’s right to receive payment is established.
4.
61
(e)
Financial Instruments (Cont’d)
(i)
Financial Assets (Cont’d)
■
Held-to-Maturity Investments
Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and
fixed maturities that the management has the positive intention and ability to hold to maturity. Held-to-maturity
investments are measured at amortised cost using the effective interest method less any impairment loss, with
interest income recognised in profit or loss on an effective yield basis.
■
Loans and Receivables Financial Assets
Trade receivables and other receivables that have fixed or determinable payments that are not quoted in an
active market are classified as loans and receivables financial assets. Loans and receivables financial assets
are measured at amortised cost using the effective interest method, less any impairment loss. Interest income
is recognised by applying the effective interest rate, except for short-term receivables when the recognition of
interest would be immaterial.
■
Available-for-Sale Financial Assets
Available-for-sale financial assets are non-derivative financial assets that are designated in this category or are
not classified in any of the other categories.
After initial recognition, available-for-sale financial assets are remeasured to their fair values at the end of each
reporting period. Gains and losses arising from changes in fair value are recognised in other comprehensive
income and accumulated in the fair value reserve, with the exception of impairment losses. On derecognition, the
cumulative gain or loss previously accumulated in the fair value reserve is reclassified from equity into profit or
loss. Interest calculated for a debt instrument using the effective interest method is recognised in profit or loss.
Dividends on available-for-sale equity instruments are recognised in profit or loss when the Group’s right to
receive payments is established. Investments in equity instruments whose fair value cannot be reliably measured
are measured at cost less accumulated impairment losses, if any.
(ii)
Financial Liabilities
All financial liabilities are initially measured at fair value plus directly attributable transaction costs and subsequently
measured at amortised cost using the effective interest method other than those categorised as fair value through profit
or loss.
Fair value through profit or loss category comprises financial liabilities that are either held for trading or are designated to
eliminate or significantly reduce a measurement or recognition inconsistency that would otherwise arise. Derivatives are
also classified as held for trading unless they are designated as hedges.
(iii)
Equity Instruments
Instruments classified as equity are measured at cost and are not remeasured subsequently.
■
Ordinary Shares
Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a
deduction, net of tax, from proceeds.
Dividends on ordinary shares are recognised as liabilities when approved for appropriation.
62
62
4.
(e)
Financial Instruments (Cont’d)
(iii)
Equity Instruments (Cont’d)
■
Treasury Shares
When the Company’s own shares recognised as equity are bought back, the amount of the consideration paid,
including all costs directly attributable, are recognised as a deduction from equity. Own shares purchased that
are not subsequently cancelled are classified as treasury shares and are presented as a deduction from total
equity.
Where such shares are subsequently sold or reissued, any consideration received, net of any direct costs, is
included in equity.
(iv)
Financial Guarantee Contracts
A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder
for a loss it incurs because a specific debtor fails to make payment when due.
The Group and the Company designates corporate guarantee given to financial institutions for credit facilities granted to
subsidiaries and related/third parties as insurance contracts as defined in FRS 4 Insurance contracts. The Group and the
Company recognised these corporate guarantees as liabilities when there is a present obligation, legal or constructive, as
a result of a past event, when it is probable that an outflow of resources embodying economic benefits will be required
to settle the obligation and a reliable estimate can be made of the amount of the obligation.
(v)
Derecognition
A financial asset or part of it is derecognised when, and only when, the contractual rights to the cash flows from the
financial asset expire or the financial asset is transferred to another party without retaining control or substantially all risks
and rewards of the asset. On derecognition of a financial asset, the difference between the carrying amount and the sum
of the consideration received (including any new asset obtained less any new liability assumed) and any cumulative gain
or loss that had been recognised in equity is recognised in profit or loss.
A financial liability or a part of it is derecognised when, and only when, the obligation specified in the contract is
discharged or cancelled or expires. On derecognition of a financial liability, the difference between the carrying amount
of the financial liability extinguished or transferred to another party and the consideration paid, including any non-cash
assets transferred or liabilities assumed, is recognised in profit or loss.
(f)
Investments in Subsidiaries
Investments in subsidiaries are stated at cost in the statement of financial position of the Company, and are reviewed for impairment
at the end of the reporting period if events or changes in circumstances indicate that the carrying values may not be recoverable.
The cost of the investments includes transaction costs.
On the disposal of the investments in subsidiaries, the difference between the net disposal proceeds and the carrying amount of
the investments is recognised in profit or loss.
(g)
Investments in Associates
An associate is an entity in which the Group has a long term equity interest and where it exercises significant influence over the
financial and operating policies.
Investments in associate are stated at cost in the statement of financial position of the Company, and are reviewed for impairment
at the end of the reporting period if events or changes in circumstances indicate that the carrying values may not be recoverable.
The cost of the investment include transaction costs.
4.
63
(g)
Investments in Associates (Cont’d)
The investment in an associate is accounted for in the consolidated statement of financial position using the equity method, based
on the financial statements of the associate made up to 31 March 2014. The Group’s share of the post acquisition profits and
other comprehensive income of the associate is included in the consolidated statement of profit or loss and other comprehensive
income, after adjustment if any, to align the accounting policies with those of the Group, from the date that significant influence
commences up to the effective date on which significant influence ceases or when the investment is classified as held for sale.
The Group’s interest in the associate is carried in the consolidated statement of financial position at cost plus the Group’s share
of the post-acquisition retained profits and reserves. The cost of investment includes transaction costs.
When the Group’s share of losses exceeds its interest in an associate, the carrying amount of that interest is reduced to zero, and
the recognition of further losses is discontinued except to the extent that the Group has an obligation.
Unrealised gains on transactions between the Group and the associates are eliminated to the extent of the Group’s interest in the
associates. Unrealised losses are eliminated unless cost cannot be recovered.
When the Group ceases to have significant influence over an associate and the retained interest in the former associate is a
financial asset, the Group measures the retained interest at fair value at that date and the fair value is regarded as the initial carrying
amount of the financial asset in accordance with MFRS 139. Furthermore, the Group also reclassifies its share of the gain or loss
previously recognised in other comprehensive income of that associate to profit or loss when the equity method is discontinued.
However, the Group will continue to use the equity method if the dilution does not result in a loss of significant influence or when
an investment in a joint venture becomes an investment in an associate. Under such changes in ownership interest, the retained
investment is not remeasured to fair value but a proportionate share of the amounts previously recognised in other comprehensive
income of the associate will be reclassified to profit or loss where appropriate. All dilution gains or losses arising in investments
in associates are recognised in profit or loss.
(h)
Property, Plant and Equipment
Property, plant and equipment, other than freehold land, are stated at cost less accumulated depreciation and impairment losses,
if any. Freehold land is stated at cost less impairment losses, if any, and is not depreciated.
Capital work-in-progress represents progress payments made towards the acquisition of land and building and related capital
assets which are not ready for commercial use at the end of the reporting date. Capital work-in-progress is stated at cost and will
be transferred to the relevant category of long-term assets and depreciated accordingly when the assets are completed and ready
for commercial use. Cost of capital work-in-progress includes direct costs and related expenditure.
Depreciation is charged to profit or loss (unless it is included in the carrying amount of another asset) on the straight-line method
to write off the depreciable amount of the assets over their estimated useful lives. Depreciation of an asset does not cease when
the asset becomes idle or is retired from active use unless the asset is fully depreciated. The principal annual rates used for this
purpose are:-
Freehold buildings
Leasehold land
Leasehold buildings
Plant and machinery
Factory equipment
Motor vehicles
Office equipment
Store and store equipment
Furniture and fittings
Laboratory equipment
Moulds
Depreciation Rate
Residual Value
2% - 5%
remaining lease term of
14 years
5%
10% - 25%
10% - 33%
12.5% to 25%
10% - 33.33%
10% - 20%
10% - 33.33%
10% - 15%
20% - 50%
10% - 20%
10% - 20%
10% - 20%
-
64
64
4.
(h)
Property, Plant and Equipment (Cont’d)
The depreciation method, useful life and residual values are reviewed, and adjusted if appropriate, at the end of each reporting
period to ensure that the amount, method and periods of depreciation are consistent with previous estimates and the expected
pattern of consumption of the future economic benefits embodied in the items of the property, plant and equipment.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when the
cost is incurred and it is probable that the future economic benefits associated with the asset will flow to the Group and the cost of
the asset can be measured reliably. The carrying amount of parts that are replaced is derecognised. The costs of the day-to-day
servicing of property, plant and equipment are recognised in profit or loss as incurred. Cost also comprises the initial estimate of
dismantling and removing the asset and restoring the site on which it is located for which the Group is obligated to incur when the
asset is acquired, if applicable.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from
its use. Any gain or loss arising from derecognition of the asset is recognised in profit or loss.
(i)
Investment Properties
Investments Investment properties are properties held either to earn rental income or for capital appreciation or for both. Investment
properties are stated at cost less accumulated depreciation and impairment losses, if any.
Depreciation is charged to profit or loss on the straight-line method over the estimated useful lives of the investment properties.
The estimated useful made lives of the investment property is 50 years.
Investment properties are derecognised when they have either been disposed of or when the investment property is permanently
withdrawn from use and no future benefit is expected from its disposal.
On the derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount is
recognised in profit or loss.
Transfers are made to or from investment property only when there is a change in use. All transfers do not change the carrying
amount of the property reclassified.
(j)
Plantation Development Expenditure
Plantation development expenditure comprise cost of land and buildings held for plantation development activities, infrastructure
cost such as roads and bridges attached on the plantation estate, cost of planting and development of oil palm and other plantation
crops.
Plantation development expenditure, other than freehold land, is stated at cost less accumulated amortisation and impairment
losses, if any. Freehold land is stated at cost less impairment losses, if any, and is not depreciated.
Cost of preparation of agriculture land, planting, replanting and upkeep of trees, together with a portion of indirect overheads
including general and administrative expenses, are capitalised as immature plantations and transferred to mature plantations
account when the trees have matured and meet the criteria for commercial production. Mature plantations are amortised over the
estimated productive life of the trees which yield was determined by vegetative growth and management estimation.
Amortisation is calculated on the straight-line method to write off the cost over their estimated useful lives. Amortisation of an
asset does not cease when the asset becomes idle or is retired from active use unless the asset is fully amortised. The principal
annual rates of amortisation are:
Mature plantations
Leasehold land
Freehold buildings
Leasehold buildings
Roads and bridges
20 years
remaining lease term of 40 and 45 years
5%
8 - 20 years
10%
4.
65
(j)
Plantation Development Expenditure (Cont’d)
The amortisation method and useful life are reviewed, and adjusted if appropriate, at the end of each reporting period to ensure that
the amounts, method and periods of depreciation are consistent with previous estimates and the expected pattern of consumption
of the future economic benefits embodied in the items of plantation development expenditure.
An item of plantation development expenditure is derecognised upon disposal or when no future economic benefits are expected
from its use. Any gain or loss arising from derecognition of the asset is included in the profit or loss in the year the asset is
derecognised.
(k)
Impairment
(i)
Impairment of Financial Assets
All financial assets (other than those categorised at fair value through profit or loss), are assessed at the end of each
reporting period whether there is any objective evidence of impairment as a result of one or more events having an impact
on the estimated future cash flows of the asset. For an equity instrument, a significant or prolonged decline in the fair
value below its cost is considered to be objective evidence of impairment.
An impairment loss in respect of held-to-maturity investments and loans and receivables financial assets is recognised in
profit or loss and is measured as the difference between the asset’s carrying amount and the present value of estimated
future cash flows, discounted at the financial asset’s original effective interest rate.
An impairment loss in respect of available-for-sale financial assets is recognised in profit or loss and is measured as the
difference between its cost (net of any principal payment and amortisation) and its current fair value, less any impairment
loss previously recognised in the fair value reserve. In addition, the cumulative loss recognised in other comprehensive
income and accumulated in equity under fair value reserve, is reclassified from equity to profit or loss.
With the exception of available-for-sale equity instruments, if, in a subsequent period, the amount of the impairment loss
decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the
previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the
financial asset at the date the impairment is reversed does not exceed what the amortised cost would have been had
the impairment not been recognised. In respect of available-for-sale equity instruments, impairment losses previously
recognised in profit or loss are not reversed through profit or loss. Any increase in fair value subsequent to an impairment
loss made is recognised in other comprehensive income.
For available-for-sale debt investments, impairment losses are subsequently reversed in profit or loss if an increase in the
fair value of the investment can be objectively related to an event occurring after the recognition of the impairment loss
in profit or loss.
(ii)
Impairment of Non-Financial Assets
The carrying values of assets, other than those to which FRS 136 - Impairment of Assets does not apply, are reviewed
at the end of each reporting period for impairment when there is an indication that the assets might be impaired.
Impairment is measured by comparing the carrying values of the assets with their recoverable amounts. The recoverable
amount of the assets is the higher of the assets’ fair value less costs to sell and their value in use, which is measured by
reference to discounted future cash flow.
An impairment loss is recognised in profit or loss immediately.
When there is a change in the estimates used to determine the recoverable amount, a subsequent increase in the
recoverable amount of an asset is treated as a reversal of the previous impairment loss and is recognised to the extent
of the carrying amount of the asset that would have been determined (net of amortisation and depreciation) had no
impairment loss been recognised. The reversal is recognised in profit or loss immediately.
66
66
4.
(l)
Assets under Hire Purchase
Assets acquired under hire purchase are capitalised in the financial statements at the lower of the fair value of the leased assets
and the present value of the minimum lease payments and, are depreciated in accordance with the policy set out in Note 4(h)
above. Each hire purchase payment is allocated between the liability and finance charges so as to achieve a constant rate on
the finance balance outstanding. Finance charges are recognised in profit or loss over the period of the respective hire purchase
agreements.
(m)
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined on the weighted average basis and
comprises the purchase price production or conversion costs and incidentals incurred in bringing the inventories to their present
location and condition.
Net realisable value represents the estimated selling price less the estimated costs of completion and the estimated costs
necessary to make the sale.
(n)
Income Taxes
IIncome tax for the year comprises current and deferred tax.
Current tax is the expected amount of income taxes payable in respect of the taxable profit for the reporting period and is measured
using the tax rates that have been enacted or substantively enacted at the end of the reporting period.
Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the financial statements.
Deferred tax liabilities are recognised for all taxable temporary differences other than those that arise from goodwill or excess of
the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over the business
combination costs or from the initial recognition of an asset or liability in a transaction which is not a business combination and
at the time of the transaction, affects neither accounting profit nor taxable profit.
Deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent
that it is probable that future taxable profits will be available against which the deductible temporary differences, unused tax losses
and unused tax credits can be utilised. The carrying amounts of deferred tax assets are reviewed at the end of each reporting
period and reduced to the extent that it is no longer probable that sufficient future taxable profits will be available to allow all or
part of the deferred tax assets to be utilised.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realised
or the liability is settled, based on the tax rates that have been enacted or substantively enacted at the end of the reporting period.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current
tax liabilities and when the deferred income taxes relate to the same taxation authority.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are
recognised in correlation to the underlying transactions either in other comprehensive income or directly in equity and deferred tax
arising from a business combination is included in the resulting goodwill or excess of the acquirer’s interest in the net fair value of
the acquiree’s identifiable assets, liabilities and contingent liabilities over the business combination costs.
(o)
Cash and Cash Equivalents
Cash and cash equivalents comprise cash in hand, bank balances, demand deposits, deposits pledged with financial institutions,
bank overdrafts and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are
subject to an insignificant risk of change in value with original maturity periods of three months or less.
(p)
Provisions
Provisions are recognised when the Group has a present obligation as a result of past events, when it is probable that an outflow
of resources embodying economic benefits will be required to settle the obligation, and when a reliable estimate of the amount
can be made. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. Where
the effect of the time value of money is material, the provision is the present value of the estimated expenditure required to settle
the obligation. The unwinding of the discount is recognised as interest expense in profit or loss.
4.
67
(q)
Employee Benefits
(i)
Short-term Benefits
Wages, salaries, paid annual leave and sick leave, bonuses and non-monetary benefits are measured on an undiscounted
basis and are recognised in profit or loss in the period in which the associated services are rendered by employees of
the Group.
(ii)
Defined Contribution Plans
The Group’s contributions to defined contribution plans are recognised in profit or loss in the period to which they relate.
Once the contributions have been paid, the Group has no further liability in respect of the defined contribution plans.
(iii)
Defined Benefits Scheme
Certain subsidiaries of the Group operate an unfunded defined benefits scheme in respect of their employees in accordance
with the Indonesian Labor Law No. 13/2003 dated 25 March 2003.
The Group’s net obligations in respect of the defined benefit plans is calculated separately for each plan by estimating
the amount of future benefits that the employees have earned in return for their services in the current and prior periods,
discounting that amount and deducting the fair value of any planned assets.
Past service costs are recognised immediately in the profit or loss, unless the changes to the pension plan are conditional
on the employees remaining in service for a specified period of time (the vesting period). In this case, the past service
costs are amortised on a straight-line basis over the vesting period.
The current service cost is recognised as an expense in the prevailing period.
The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit
method. When the calculation results in a potential asset for the Group, the recognised asset is limited to the present
value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to
the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding
requirements.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets
(excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in other
comprehensive income. The Group determines the net interest expense or income on the net defined liability or asset
for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual
period to the then net defined benefit liability or asset, taking into account any changes in the net defined benefit liability
or asset during the period as a result of contributions and benefit payments.
Net interest expense and other expenses relating to defined benefit plans are recognised in profit or loss.
The Group recognised gains or losses on the curtailment or settlement of a defined benefits plan when the curtailment or
settlement occurs. The gain or loss on a curtailment or settlement comprises changes in the present value of the defined
obligation and any related actuarial gains and losses and past service costs that had not previously been recognised.
As a result of FRS 119 (2011) – Employee Benefits, the Group has changed its accounting policy in respect of the
basis for determining the income and expense relating to its post employment defined benefits plans. The change in
accounting policy has been made retrospectively. The adoption of FRS 119 (2011) has no significant impact to the
financial statements of the Group.
(r)
Borrowing Costs
Borrowing costs, directly attributable to the acquisition and construction of property, plant and equipment are capitalised as part
of the cost of those assets, until such time as the assets are ready for their intended use or sale. Capitalisation of borrowing costs
is suspended during extended periods in which active development is interrupted.
All other borrowing costs are recognised in profit or loss as expenses in the period in which they are incurred.
68
68
4.
(s)
Related Parties
A party is related to an entity (referred to as the “reporting entity”) if:(i)
A person or a close member of that person’s family is related to a reporting entity if that person:■
■
■
(ii)
has control or joint control over the reporting entity;
has significant influence over the reporting entity; or
is a member of the key management personnel of the reporting entity or of a parent of the reporting entity.
An entity is related to a reporting entity if any of the following conditions applies:■
■
■
■
■
■
■
The entity and the reporting entity are members of the same group (which means that each parent, subsidiary
and fellow subsidiary is related to the others).
One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a
group of which the other entity is a member).
Both entities are joint ventures of the same third party.
One entity is a joint venture of a third entity and the other entity is an associate of the third entity.
The entity is a post-employment benefit plan for the benefit of employees of either the reporting entity or an
entity related to the reporting entity. If the reporting entity is itself such a plan, the sponsoring employers are also
related to the reporting entity.
The entity is controlled or jointly controlled by a person identified in (a) above.
A person identified in (a)(i) above has significant influence over the entity or is a member of the key management
personnel of the entity (or of a parent of the entity).
Close members of the family of a person are those family members who may be expected to influence, or be influenced
by, that person in their dealings with the entity.
(t)
Contingent Liabilities
A contingent liability is a possible obligation that arises from past events and whose existence will only be confirmed by the
occurrence of one or more uncertain future events not wholly within the control of the Group. It can also be a present obligation
arising from past events that is not recognised because it is not probable that an outflow of economic resources will be required
or the amount of obligation cannot be measured reliably.
A contingent liability is not recognised but is disclosed in the notes to the financial statements. When a change in the probability
of an outflow occurs so that the outflow is probable, it will then be recognised as a provision.
(u)
Operating Segments
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur
expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. An operating
segment’s operating results are reviewed regularly by the chief operating decision maker to make decisions about resources to be
allocated to the segment and assess its performance, and for which discrete financial information is available.
(v)
Revenue Recognition
(i)
Sale of Goods
Revenue is measured at fair value of the consideration received or receivable and is recognised upon delivery of goods
and customers’ acceptance and where applicable, net of returns and trade discounts.
(ii)
Services
Revenue is recognised upon the rendering of services and when the outcome of the transaction can be estimated reliably.
In the event the outcome of the transaction could not be estimated reliably, revenue is recognised to the extent of the
expenses incurred that are recoverable.
(iii)
Interest Income
Interest income is recognised on an accrual basis using the effective interest method.
(iv)
Dividend Income
Dividend income from investment is recognised when the right to receive dividend payment is established.
4.
69
(v)
Revenue Recognition (Cont’d)
(v)
(w)
Rental Income
Rental income is recognised on an accrual basis.
Fair Value Measurements
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date, regardless of whether that price is directly observable or estimated using a valuation
technique. The measurement assumes that the transaction takes place either in the principal market or in the absence of a
principal market, in the most advantageous market. For non-financial asset, the fair value measurement takes into account a
market’s participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another
market participant that would use the asset in its highest and best use.
For financial reporting purposes, the fair value measurements are analysed into level 1 to level 3 as follows:Level 1: Inputs are quoted prices (unadjusted) in active markets for identical assets or liability that the entity can access at the
measurement date;
Level 2: Inputs are inputs, other than quoted prices included within level 1, that are observable for the asset or liability, either
directly or indirectly; and
Level 3: Inputs are unobservable inputs for the asset or liability.
The transfer of fair value between levels is determined as of the date of the event or change in circumstances that caused the
transfer.
70
70
5.
INVESTMENT IN SUBSIDIARIES
THE COMPANY
2014
2013
RM’000
RM’000
Unquoted shares, at cost
At 1 April 2013/2012
Addition during the financial year
Recharge of share options granted to
employees of subsidiaries
136,556
9,500
At 31 March 2014/2013
146,056
-
139,874
(3,318)
136,556
Accumulated impairment losses:At 1 April 2013/2012
Reversal during the financial year
At 31 March 2014/2013
(5,741)
68
(5,160)
(581)
-
(5,673)
(5,741)
140,383
130,815
The details of the subsidiaries are as follows:-
COMPANY
COUNTRY OF
INCORPORATION
EFFECTIVE
EQUITY INTEREST
2014
2013
Delloyd Industries (M) Sdn Bhd
Malaysia
100%
100%
Manufacturing and trading of
automotive parts and accessories.
Magnavision (M) Sdn Bhd
Malaysia
100%
100% (a)
Servicing and repairing motor
vehicles.
Delloyd Industries (Thailand) Co. Ltd. *
Thailand
100%
100% (a)
GMI Mould Industries Sdn Bhd
Malaysia
100%
100% (a)
Fabrication of moulds.
Delloyd-TIMS (Thailand)Co. Ltd.*
Thailand
90%
- (a)
Delloyd Electronics (M) Sdn Bhd
Malaysia
100%
100%
electronic automotive parts and
accessories.
Malaysia
100%
100%
Delloyd Auto Parts (M) Sdn Bhd
Malaysia
100%
100%
Wholesale of automotive parts
and accessories.
Delloyd (Malaysia) Sdn Bhd
Malaysia
100%
100%
Property investment, provision of
building maintenance services and
exporting of automotive parts and
accessories.
automotive parts and accessories
5.
71
INVESTMENT IN SUBSIDIARIES (CONT’D)
The details of the subsidiaries are as follows:-
COMPANY
COUNTRY OF
INCORPORATION
EFFECTIVE
EQUITY INTEREST
2014
2013
Delloyd Management Services (M) Sdn Bhd
Malaysia
100%
100%
Investment holding and provision
of management services.
Delloyd R & D (M) Sdn Bhd
Malaysia
100%
100%
Providing
research
development services.
Delloyd Infocomm Sdn Bhd
Malaysia
100%
100%
Investment holding.
Premier Asian Auto Publications (M) Sdn Bhd
Malaysia
97.52%
Delloyd Plantation Sdn Bhd
Malaysia
90%
90%
Cultivation of oil palm.
Republic of
Indonesia
54%
54% (c)
Cultivation of oil palm and milling
of fresh fruit bunches.
ATOZ Motor Marketing Sdn Bhd
Malaysia
100%
100%
Distribution of motor vehicles.
ATOZ Motor Services Sdn Bhd
Malaysia
100%
100% (d)
ATOZ Motor Concept Sdn Bhd
Malaysia
-
100% (d)
ATOZ Motor Workshop Sdn Bhd
Malaysia
-
100% (d)
Servicing and repairing motor
vehicles.
Vantage Speed Sdn Bhd
Malaysia
100%
100% (d)
Delloyd Corporation Sdn Bhd
Malaysia
100%
100%
Investment holding.
PT Asian Auto International *
Republic of
Indonesia
90%
PT Rebinmas Jaya *
97.52% (b)
51% (e)
and
Magazine publisher.
Manufacturing and assembly of
completely built-up (CBU) bus and
bus chassis.
* - These subsidiaries were audited by other firms of chartered accountants.
(a)
(b)
(c)
(d)
(e)
Held by Delloyd Industries (M) Sdn Bhd
Held by Delloyd Infocomm Sdn Bhd
Held by Delloyd Plantation Sdn Bhd
Held by Atoz Motor Marketing Sdn Bhd
Held by Delloyd Corporation Sdn Bhd
During the financial year, the Company subscribed for an additional RM9,500,000 ordinary shares of RM1.00 each in Delloyd (Malaysia)
Sdn Bhd, at par.
The Group had disposed of 2 subsidiaries, namely Atoz Motor Concept Sdn Bhd and Atoz Motor Workshop Sdn Bhd for a total consideration
of RM2.
72
72
5.
The non-controlling interests at the end of the reporting period comprise the following:THE GROUP
2014
RM’000
PT Rebinmas Jaya
Other individually immaterial subsidiaries
2013
RM’000
13,090
9,278
313
11,183
12,824
(1,108)
22,681
22,899
The summarised audited financial information (before intra-group elimination) for each subsidiary that has non-controlling interests that
are material to the Group is as follows:DELLOYD PLANTATION SDN BHD
THE GROUP
2014
2013
RM’000
RM’000
At 31 March
Non-current assets
Current assets
Non-current liabilities
Current liabilities
213,518
29,884
(13,619)
(89,604)
220,528
35,714
(27,567)
(88,968)
Net assets
140,179
139,707
Financial year ended 31 March
Revenue
Profit for the financial year
109,481
6,691
472
78,532
11,445
8,783
(1,873)
-
1,226
315
31,338
(14,477)
(17,178)
24,233
(14,400)
(9,047)
Total comprehensive (expenses)/income attributable
to non-controlling interests
Dividends paid to non-controlling interests
Net cash flows from operating activities
Net cash flows for investing activities
Net cash flows for financing activities
5.
The summarised audited financial information (before intra-group elimination) for each subsidiary that has non-controlling interests that
are material to the Group is as follows (Cont’d):-
PT REBINMAS JAYA
2014
2013
RM’000
RM’000
At 31 March
Non-current assets
Current assets
Current liabilities
6.
128,819
27,348
(13,460)
(107,732)
134,792
33,655
(27,398)
(103,856)
Net assets
34,975
37,193
Revenue
Total comprehensive (expenses)/income
95,723
1,535
(4,683)
64,185
5,728
3,066
Total comprehensive (expenses)/income attributable
to non-controlling interests
(1,873)
1,226
Net cash flows from operating activities
Net cash flows from investing activities
Net cash flows from financing activities
18,268
15,951
3,354
15,533
14,219
546
INVESTMENT IN ASSOCIATES
THE GROUP
Unquoted shares, at cost
Share of post acquisition profits
Translation difference
2014
RM’000
2013
RM’000
28,469
19,757
29
18,899
19,626
-
48,255
38,525
73
74
74
6.
INVESTMENT IN ASSOCIATES (CONT’D)
The details of the associates are as follows:-
COMPANY
COUNTRY OF
INCORPORATION
EFFECTIVE
EQUITY INTEREST
2014
2013
Ichikoh (M) Sdn Bhd
Malaysia
30%
30% (a)
Manufacturing of lamps,
mirrors and other automotive
parts.
Autoparts Networks
Alliances Sdn Bhd
Malaysia
21%
21% (b)
Trading and manufacturing of
interior automotive parts and
precision and component parts.
Intelli-Telematics Asia Sdn Bhd
Malaysia
40%
40% (c)
General trading and dealing in
electronic components and
security systems.
Brose Delloyd Automotive
Co. Limited
Thailand
40%
40% (d)
Manufacturing of window
regulators for automotive parts.
PT JFD Indonesia
Indonesia
21%
21% (e)
Trading and manufacturing of
automotive parts.
PT Murakami Delloyd Indonesia
(formerly known as PT Delloyd)
Indonesia
49%
49% (f)
automotive parts and
accessories.
(a)
Held by Delloyd Electronics (M) Sdn Bhd. The results of Ichikoh (M) Sdn Bhd are equity accounted based on the audited financial
results for the year ended 31 March 2014.
(b)
Held by Delloyd Industries (M) Sdn Bhd. The results of Autoparts Networks Alliances Sdn Bhd are equity accounted based on the
audited results for the financial year ended 31 December 2013 and the unaudited results for the 3-month period ended 31 March
2014.
(c)
Held by Delloyd Infocomm Sdn Bhd. The results of Intelli-Telematics Asia Sdn Bhd are equity accounted based on the audited
financial results for the financial year ended 31 December 2013 and the unaudited results for the 3-month period ended 31 March
2014.
(d)
Held by Delloyd Electronics (M) Sdn Bhd. The results of Brose Delloyd Automotive Co., Ltd. are equity accounted based on the
audited financial results for the financial year ended 31 December 2013 and the unaudited results for the 3-month period ended
31 March 2014.
(e)
Held by Delloyd Electronics (M) Sdn Bhd. The results of PT JFD are equity accounted based on the audited financial results for
the financial year ended 31 March 2014.
(f)
Held by Delloyd Industries (M) Sdn Bhd. The results of PT Murakami Delloyd Indonesia are equity accounted based on the audited
financial results for the financial period ended 31 December 2013 and the unaudited results for the 3-month period ended 31
March 2014
6.
The summarised financial information for each associate that is material to the Group is as follows:Brose Delloyd Automotive Co., Ltd.
Unaudited
Unaudited
2014
2013
RM’000
RM’000
At 31 March
Non-current assets
Current assets
Current liabilities
4,733
26,947
(12,408)
(90)
4,290
16,777
(7,694)
(34)
Net assets
19,182
13,339
12 month period ended 31 March
Revenue
50,027
6,476
5,842
45,732
5,476
5,630
Group’s share of profit for the financial year
Group’s share of other comprehensive (expenses)/income
2,590
(253)
2,190
62
Group share of net assets/Carrying amount of the
Group’s interests in this associate
7,672
5,335
Ichikoh (M) Sdn Bhd
Audited
Audited
2014
2013
RM’000
RM’000
At 31 March
Non-current assets
Current assets
Current liabilities
52,328
70,003
(18,912)
39,302
65,349
(8,744)
Net assets
103,419
95,907
Revenue
Profit for the financial year/Total comprehensive income
128,196
12,228
114,116
9,434
3,668
1,415
2,830
906
31,026
28,772
Group’s share of profit for the financial year
Dividend received
75
76
76
6.
The summarised financial information for each associate that is material to the Group is as follows (Cont’d):-
Unaudited
Audited
2014
2013
RM’000
RM’000
At 31 March
Non-current assets
Current assets
Current liabilities
13,538
52,264
(596)
(45,855)
16,827
63,241
(72,160)
Net assets
19,351
7,908
12 month period ended 31 March
Revenue
(Loss)/Profit for the financial year
Total comprehensive (expenses)/income
60,781
(8,475)
(8,089)
70,942
96
159
Group’s share of (loss)/profit for the financial year
Group’s share of other comprehensive income
(4,153)
189
47
31
9,482
3,875
Other Individually
Immaterial Associates
2014
2013
RM’000
RM’000
Group’s share of loss for the financial year
Group’s share of other comprehensive income/(expenses)
Group’s share of total comprehensive expenses
Aggregate carrying amount of the Group’s interests
in these associates
(559)
90
(559)
(886)
(90)
(976)
75
543
The Group has not recognised losses relating to PT JFD Indonesia, where its share of losses exceeds the Group’s interest in this associate.
The Group’s cumulative share of unrecognised losses at the end of the reporting period is RM103,763 (2013 – Nil). The Group has no
obligation in respect of these losses.
7.
Freehold land
Freehold buildings
Leasehold land - short term
Leasehold buildings
Plant and machinery
Factory equipment
Motor vehicles
Office equipment
Moulds
Capital-work-in progress
- oil mill
NET BOOK VALUE
THE GROUP
2,540
1,529
6,766
905
1,498
559
166
971
310
7,413
6,840
29,497
1,198
118,186
ADDITIONS
RM’000
21,662
26,693
8,327
38,127
4,613
4,986
1,461
920
905
217
9,077
AT
01.04.2013
RM’000
PROPERTY, PLANT AND EQUIPMENT
(188)
-
(4)
(135)
(5)
(2)
(42)
DISPOSALS
RM’000
(104)
-
(38)
(62)
(4)
-
WRITTEN OFF
RM’000
-
-
(8)
8
(61)
61
-
RECLASSIFICATION
RM’000
(Note9)
(12,939)
-
(301)
(175)
(456)
(4,921)
(943)
(1,632)
(711)
(227)
(227)
(106)
(3,240)
DEPRECIATION
CHARGE
RM’000
(3,356)
(120)
3
(827)
(2,151)
(19)
(195)
(18)
(2)
(24)
(2)
(1)
TRANSLATION
DIFFERENCES
RM’000
131,096
7,918
21,662
26,392
2,368
8,573
37,809
4,526
4,522
1,163
857
1,619
480
13,207
AT
31.03.2014
RM’000
77
7.
Freehold land
Freehold buildings
Leasehold buildings
Plant and machinery
Factory equipment
Motor vehicles
Office equipment
Moulds
-oil mill
NET BOOK VALUE
THE GROUP
1,301
91
3,371
917
1,104
1,041
80
241
101
5,806
1,198
15,251
-
142,094
ADDITIONS
RM’000
23,331
29,898
4,849
16,314
42,784
4,996
6,049
1,339
1,103
991
190
10,250
AT
01.04.2012
RM’000
PROPERTY, PLANT AND EQUIPMENT (CONT’D)
527
-
527
ACQUISITION
OF BUSINESS
RM’000
(15,207)
-
(4,292)
(6,508)
(892)
(260)
(493)
(144)
(61)
(21)
(2,536)
DISPOSALS
RM’000
(1,533)
-
(36)
(1,430)
(10)
(57)
-
WRITTEN OFF
RM’000
(5,768)
-
(1,770)
(3,998)
-
RECLASSIFICATION
RM’000
(Note 9)
(15,396)
-
(737)
(314)
(779)
(4,748)
(1,028)
(1,587)
(752)
(201)
(249)
(72)
(4,929)
DEPRECIATION
CHARGE
RM’000
(1,782)
-
101
229
(243)
(755)
(958)
(12)
(87)
(13)
(1)
(2)
(41)
TRANSLATION
DIFFERENCES
RM’000
118,186
1,198
21,662
26,693
8,327
38,127
4,613
4,986
1,461
920
905
217
9,077
AT
31.03.2013
RM’000
78
78
7.
79
THE GROUP
AT
COST
RM’000
IMPAIRMENT
LOSSES
RM’000
ACCUMULATED
DEPRECIATION
RM’000
NET BOOK
VALUE
RM’000
At 31.03.2014
Freehold land
Freehold buildings
Leasehold buildings
Plant and machinery
Factory equipment
Motor vehicles
Office equipment
Moulds
- oil mill
21,662
32,818
2,540
10,235
72,110
15,868
12,330
7,484
1,547
3,696
2,257
51,166
7,918
241,631
AT
COST
RM’000
(804)
(72)
(876)
IMPAIRMENT
LOSSES
RM’000
(6,426)
(172)
(1,662)
(33,497)
(11,270)
(7,808)
(6,321)
(690)
(2,077)
(1,777)
(37,959)
(109,659)
ACCUMULATED
DEPRECIATION
RM’000
21,662
26,392
2,368
8,573
37,809
4,526
4,522
1,163
857
1,619
480
13,207
7,918
131,096
NET BOOK
VALUE
RM’000
At 31.03.2013
Freehold land
Freehold buildings
Leasehold buildings
Plant and machinery
Factory equipment
Motor vehicles
Office equipment
Moulds
- oil mill
21,662
32,818
9,676
68,673
15,512
12,650
8,419
1,474
2,804
1,663
47,861
1,198
224,410
(838)
(76)
(914)
(6,125)
(1,349)
(29,708)
(10,823)
(7,664)
(6,958)
(554)
(1,899)
(1,446)
(38,784)
(105,310)
21,662
26,693
8,327
38,127
4,613
4,986
1,461
920
905
217
9,077
1,198
118,186
80
80
7.
(a)
During the financial year, the Group made the following cash payments to purchase plant and equipment:THE GROUP
2014
RM’000
(b)
2013
RM’000
At Net Book Value
Cost of plant and equipment
Financed by finance lease
29,497
(3,717)
15,251
-
Cash payments
25,780
15,251
The following plant and equipment were acquired under finance lease terms and these leased assets have been pledged as
security for the related finance lease liabilities of the Group.
THE GROUP
At Net Book Value
Plant and machinery
Motor vehicles
(c)
2014
RM’000
2013
RM’000
3,338
24
-
3,362
-
The following property, plant and equipment have been pledged to the licensed banks as security for banking facilities (other than
finance lease liabilities) granted to the Group.
THE GROUP
At Net Book Value
Freehold buildings
Leasehold buildings
Plant and machinery
2014
RM’000
2013
RM’000
1,496
6,099
11,287
1,515
7,194
14,501
18,882
23,210
8.
Freehold land and matured plantation
Leasehold land
- short term
Freehold buildings
Leasehold buildings
Roads and bridges
Immature plantation
NET BOOK VALUE
THE GROUP
288
1,228
4,906
6,422
20,848
422
3,638
6,228
21,011
176,585
ADDITIONS
RM’000
124,438
AT
01.04.2013
RM’000
PLANTATION DEVELOPMENT EXPENDITURE
(128)
(128)
-
WRITTEN OFF
RM’000
-
(9,687)
9,687
RE-CLASSIFICATION
RM’000
(5,380)
(377)
(72)
(222)
(943)
-
(3,766)
AMORTISATION
CHARGE
RM’000
(10,014)
(2,083)
(361)
(606)
(2,094)
(4,870)
TRANSLATION
DIFFERENCES
RM’000
167,485
18,388
350
3,343
5,907
14,008
125,489
AT
31.03.2014
RM’000
81
8.
Freehold land and mature
plantation
Leasehold land
- short term
Freehold buildings
Leasehold buildings
Roads and bridges
Immature plantation
NET BOOK VALUE
THE GROUP
1,203
1,218
7,139
9,560
22,388
495
2,740
6,197
36,924
176,690
ADDITIONS
RM’000
107,946
AT 01.04.2012
RM’000
(158)
(158)
-
-
(21,284)
21,284
WRITTEN OFF RECLASSIFICATION
RM’000
RM’000
PLANTATION DEVELOPMENT EXPENDITURE (CONT’D)
(5,181)
(570)
(73)
(188)
(933)
-
(3,417)
AMORTISATION
CHARGE
RM’000
(4,326)
(970)
(117)
(254)
(1,610)
(1,375)
TRANSLATION
DIFFERENCES
RM’000
176,585
20,848
422
3,638
6,228
21,011
124,438
AT
31.03.2013
RM’000
82
82
8.
83
PLANTATION DEVELOPMENT EXPENDITURE (CONT’D)
THE GROUP
AT COST
RM’000
ACCUMULATED
AMORTISATION
RM’000
NET BOOK
VALUE
RM’000
At 31.03.2014
Leasehold land
- short term
Freehold buildings
Leasehold buildings
Roads and bridges
Immature plantation
145,415
(19,926)
125,489
22,154
1,451
4,294
9,946
14,008
(3,766)
(1,101)
(951)
(4,039)
-
18,388
350
3,343
5,907
14,008
197,268
(29,783)
167,485
142,467
(18,029)
124,438
24,622
1,451
4,452
9,675
21,011
(3,774)
(1,029)
(814)
(3,447)
-
20,848
422
3,638
6,228
21,011
203,678
(27,093)
176,585
At 31.03.2013
Leasehold land
- short term
Freehold buildings
Leasehold buildings
Roads and bridges
Immature plantation
The following plantation development expenditure have been pledged to the licensed banks as security for term loans granted to the Group:THE GROUP
2014
RM’000
2013
RM’000
Leasehold land
Freehold buildings
Leasehold buildings
125,489
18,388
3,343
124,438
20,848
422
3,638
Net Book Value
147,220
149,346
84
84
9.
INVESTMENT PROPERTIES
THE GROUP
2014
RM’000
2013
RM’000
At 1 April 2013/2012
Transfer from property, plant and
equipment (Note 7)
Depreciation charge
7,126
1,763
At 31 March 2014/2013
6,758
(96)
(272)
5,768
(28)
(377)
7,126
The details of the investment properties are as follows:THE GROUP
2014
RM’000
2013
RM’000
At Cost:
- Freehold land
- Freehold buildings
1,940
5,759
2,024
5,977
Accumulated Depreciation
7,699
(941)
8,001
(875)
Net Book Value
6,758
7,126
The fair values of investment properties are analysed as follows:THE GROUP
Level 1
RM’000
Level 2
RM’000
Level 3
RM’000
Total
RM’000
-
6,440
4,200
10,640
2014
Freehold land and buildings
The level 2 fair values of the freehold land and buildings have been derived using the market comparison approach performed by
independent valuers. Sales price of comparable properties in close proximity are adjusted for differences in key attributes such as property
size. The most significant input into this valuation approach is price per square foot of comparable properties. There has been no change
to the valuation technique during the financial year.
The level 3 fair values are estimated using unobservable inputs for the investment properties.
The rental income and direct operating expenses arising from the investment properties that generate income was RM774,256 and
RM25,768 (2013 - RM744,910 and RM38,730) respectively.
There were no transfers between level 2 and level 3 during the financial year.
Comparative fair value information is not presented by virtue of the exemption given in MFRS 13.
10.
OTHER INVESTMENTS
THE GROUP
Corporate membership in golf clubs
Unquoted shares outside Malaysia
Represented by:At cost
At fair value
11.
2014
RM’000
2013
RM’000
295
2,306
295
2,306
2,601
2,601
2,306
295
2,306
295
2,601
2,601
(a)
The Group designated its investments in corporate membership in golf clubs as available-for-sale financial assets and measured
at fair value.
(b)
Investment in unquoted shares of the Group is designated as available-for-sale financial assets, are stated at cost as their fair
values cannot be reliably measured using valuation techniques due to the lack of marketability of the shares.
GOODWILL
THE GROUP
2014
RM’000
2013
RM’000
At 1 April 2013/2012
Acquisition of business
11,480
-
10,044
1,876
Arising from translation differences
11,480
(963)
11,920
(440)
At 31 March 2014/2013
10,517
11,480
85
86
86
11.
GOODWILL (CONT’D)
(a)
The carrying amount of goodwill allocated to each cash-generating unit is as follows:-
2014
RM’000
Plantation segment
Automotive segment
(b)
2013
RM’000
8,641
1,876
9,604
1,876
10,517
11,480
The Group assessed the recoverable amount of goodwill allocated and determined that no impairment is required. The recoverable
amounts of the cash-generating units are determined using the value-in-use approach, and this is derived from the present
value of the future cash flows from the operating segments computed based on the projections of financial budgets approved
by management covering a period of 3 years. The key assumptions used in the determination of the recoverable amounts are as
follows:-
GROSS MARGIN
2015
2014
Plantation segment
Automotive segment
(c)
THE GROUP
38.7%
15.6%
41.9%
17.2%
GROWTH RATE
2015
2014
27.6%
9.8%
38.5%
30.8%
DISCOUNT RATE
2015
2014
12.5%
8.4%
12.8%
8.9%
In the previous financial year, the Group acquired the business of manufacturing and trading of automotive parts and accessories,
namely column switches for a total purchase consideration of RM3,600,000, analysed as follows:-
2014
RM’000
THE GROUP
2013
RM’000
Plant and equipment
Inventories
Add: Goodwill on acquisition
-
527
1,197
1,876
Purchase consideration
-
3,600
12.
87
DEFERRED TAX ASSETS
2014
RM’000
THE GROUP
2013
RM’000
At 1 April 2013/2012
Recognised in profit or loss (Note 38):
- for the financial year
- (over)/underprovision in the previous financial year
Translation differences
Arising from disposal of subsidiary
3,666
6,243
At 31 March 2014/2013
3,523
3,666
The components of the deferred tax assets are as follows:Provisions and others
Writedown of inventories
Accelerated depreciation over capital allowances
Unabsorbed capital allowances
Unutilised tax losses
2,326
745
30
152
270
2,770
614
25
257
3,523
3,666
280
(342)
(69)
(12)
(2,358)
786
(98)
(907)
No deferred tax assets are recognised in respect of the following items as it is not probable that taxable profits of the affected subsidiaries
will be available against which the deductible temporary differences can be utilised. Details of the unrecognised deferred tax assets are as
follows:THE GROUP
Unutilised tax losses
Allowance for impairment loss on trade receivable
Others
2014
RM’000
2013
RM’000
2,128
374
320
1,605
598
238
2,822
2,441
88
88
13.
INVENTORIES
THE GROUP
AT COST
RM’000
AT NET
REALISABLE
VALUE
RM’000
TOTAL
RM’000
14,913
2,025
24,145
1,343
2,981
2,288
3,060
-
17,201
2,025
27,205
1,343
2,981
3,187
-
3,187
48,594
5,348
53,942
16,407
1,478
16,073
2,285
10,045
2,526
1,832
-
18,933
1,478
17,905
2,285
10,045
3,970
-
3,970
50,258
4,358
54,616
At 31.03.2014
Raw materials
Work-in-progress
Finished goods
Goods-in-transit
Agriculture produce
Fertilisers, spare parts, hardware
and other consumables
At 31.03.2013
Raw materials
Work-in-progress
Finished goods
Goods-in-transit
Agriculture produce
Fertilisers, spare parts, hardware
and other consumables
The amount of writeback in value for inventories recognised in the cost of sales amounted to RM207,303 (2013 - RM1,740,576).
14.
TRADE RECEIVABLES
THE GROUP
2014
RM’000
Trade receivables
Allowance for impairment losses
2013
RM’000
71,110
(1,996)
56,441
(2,180)
69,114
54,261
Allowance of impairment losses:At 1 April 2013/2012
Written off during the financial year
(2,180)
(7)
180
11
(2,129)
(163)
76
36
At 31 March 2014/2013
(1,996)
(2,180)
The Group’s normal trade credit terms range from 30 to 120 days. Other credit terms are assessed and approved on a case-by-case basis.
15.
OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS
THE GROUP
2014
2013
RM’000
RM’000
Other receivables
Deposits
Prepayments
16.
89
THE COMPANY
2014
2013
RM’000
RM’000
5,166
8,858
1,476
6,105
7,895
1,040
2
-
2
-
15,500
15,040
2
2
AMOUNTS OWING BY SUBSIDIARIES
The amounts owing by subsidiaries are non-trade in nature, are unsecured, interest-free and receivable on demand except for an amount
of RM71,588,043 (2013 - RM27,853,022) owing by subsidiaries at the end of the reporting period which is subjected to an interest of 6%
(2013 - 6%) per annum.
17.
SHORT-TERM INVESTMENTS
THE GROUP
2014
2013
RM’000
RM’000
Equity fund unit trusts in Malaysia,
at fair value
18.
36,486
23,081
THE COMPANY
2014
2013
RM’000
RM’000
13,635
219
DEPOSITS WITH FINANCIAL INSTITUTIONS
The deposits with financial institutions of the Group at the end of the reporting period bore effective interest rates ranging from 0.60% to
3.15% (2013 - 0.60% to 3.30%) per annum. The deposits have maturity periods ranging from 1 to 365 days (2013 - 1 to 365 days).
Included in deposits with licensed banks of the Group at the end of the reporting period is an amount of RM61,847 (2013 - RM115,030)
which has been pledged to a licensed bank as security for a bank guarantee facility utilised by the Group
90
90
19.
DERIVATIVE ASSET/(LIABILITIES)
CONTRACT/
NOTIONAL
AMOUNT
31.03.2014
RM’000
THE GROUP
2014
2013
RM’000
RM’000
THE COMPANY
2014
2013
RM’000
RM’000
Derivative asset:
CPO futures
1,389
(a)
82
57
Derivative liabilities:
Forward foreign currency contracts
Interest rate swap
2,086
9,850
(b)
(c)
(27)
(33)
(75)
(128)
(33)
(128)
(d)
(60)
(203)
(33)
(128)
-
-
The Group does not apply hedge accounting.
20.
SHARE CAPITAL
The movements in the authorised and paid-up share capital are as follows:THE GROUP / THE COMPANY
2014
2013
2014
NUMBER OF SHARES
RM’000
’000
’000
2013
RM’000
AUTHORISED
21.
ORDINARY SHARES OF RM1 EACH
500,000
500,000
500,000
500,000
ISSUED AND FULLY PAID-UP
100,004
100,004
100,004
100,004
SHARE PREMIUM
The share premium is not distributable by way of dividends and may be utilised in the manner set out in Section 60(3) of the Companies
Act 1965.
22.
91
TREASURY SHARES
The shareholders of the Company, by an ordinary resolution passed at the Seventeenth Annual General Meeting held on 12 September
2013, renewed their approval for the Company’s plan to purchase its own ordinary shares from the open market under the share buy-back
program.
The details of the shares purchased and held as treasury shares are as follows:-
DATE
Prior to Year 2007
May 2007
June 2007
September 2007
March 2009
November 2009
December 2009
January 2010
March 2010
June 2010
July 2010
August 2010
September 2010
November 2010
December 2010
February 2011
March 2011
June 2011
September 2011
November 2011
May 2012
September 2012
October 2012
January 2013
AVERAGE
SHARE
PRICE
NUMBER
OF SHARES
TOTAL
CONSIDERATION
RM’000
1.845
1.850
1.615
1.470
2.085
2.465
2.682
3.015
2.821
2.770
2.922
3.000
3.137
3.227
3.500
3.446
3.617
3.276
3.515
3.567
3.422
3.315
3.225
1,000
134,700
1,000
655,800
38,000
18,000
195,200
130,700
536,700
137,600
60,700
135,400
86,700
127,500
94,500
132,600
439,500
2,000
90,800
1,000
20,400
29,200
104,100
34,100
2
251
2
1,057
57
38
480
350
1,618
388
168
396
260
400
305
464
1,515
7
297
4
73
100
345
110
3,207,200
8,687
1,000
20,900
4,200
49,000
124,000
3,400
3
66
14
157
396
11
202,500
647
3,409,700
9,334
Balance at 1 April 2013
June 2013
August 2013
October 2013
November 2013
December 2013
January 2014
Total purchases during the financial year
Balance at 31 March 2014
3.385
3.150
3.318
3.202
3.194
3.241
All shares purchased under the share buy-back program were financed by internally generated funds. The shares purchased were retained
as treasury shares and are presented as a deduction from shareholders’ equity.
92
92
23.
OTHER RESERVES
THE GROUP
2014
2013
RM’000
RM’000
Translation deficit
Fair value reserve
(a)
THE COMPANY
2014
2013
RM’000
RM’000
(10,748)
22
(7,593)
22
-
-
(10,726)
(7,571)
-
-
Translation Deficit
Translation deficit arose from the translation of the financial statements of foreign subsidiaries and associates and are not
distributable by way of dividends.
(b)
Fair Value Reserve
The fair value reserve represents the cumulative fair value changes of available-for-sale financial assets until they are disposed of
or impaired.
24.
RETAINED PROFITS
Under the single-tier tax system, tax on the Company profit is the final tax and accordingly, any dividend to the shareholders are not subject
to tax.
25.
LONG-TERM BORROWINGS
THE GROUP
2014
2013
RM’000
RM’000
Term loans (Note 26)
Finance lease payables (Note 33)
26.
THE COMPANY
2014
2013
RM’000
RM’000
5,847
2,100
25,778
-
1,140
-
9,180
-
7,947
25,778
1,140
9,180
TERM LOANS
THE GROUP
2014
2013
RM’000
RM’000
Current portion:
- not later than one year
(Note 32)
THE COMPANY
2014
2013
RM’000
RM’000
21,603
20,938
8,040
8,040
Non-current portion:
- later than one year and not later than two years
- later than two years and not later than five years
- later than five years
4,415
537
895
20,828
4,489
461
1,140
-
8,040
1,140
-
Sub-total (Note 25)
5,847
25,778
1,140
9,180
27,450
46,716
9,180
17,220
26.
-
-
*
**
1
2
3
4
5
6
7
Term
Loan
4,050
7,111
12,604
6,722
*
670,000
**
Installment
Amount
RM
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Tenure
December 2007
December 2007
September 2013
September 2013
December 2013
July 2010
April 2014
Month of
Commencement
Of Repayment
376
661
15,832
17,220
12,627
46,716
27,450
2013
RM’000
The Group
1,143
609
7,707
9,180
8,811
2014
RM’000
Monthly installments ranging from United States Dollar (“USD”) 115,000 to USD165,000
9,180
9,180
17,220
17,220
-
The Company
2014
2013
RM’000
RM’000
Outstanding Amount
Monthly installments ranging from United States Dollar (“USD”) 175,000 to USD325,000.
180
180
120
120
48
60
54
Number Of
Installments
The repayment terms of the term loans are as follows:-
TERM LOANS (CONT’D)
^
^
^
^
^^
#
^^
Security
93
94
94
26.
TERM LOANS (CONT’D)
^
-
legal charge over certain freehold buildings of a subsidiary.
^^
-
(i)
legal charge over certain leasehold plantation land and buildings of a subsidiary;
(ii)
corporate guarantee issued by the Company and two directors of the Company; and
(iii)
the subordination of advances from a subsidiary and a shareholder of a subsidiary.
(i)
legal charge over the freehold plantation land and buildings of a subsidiary; and
(ii)
corporate guarantee issued by the Company.
#
-
The significant covenants of the term loans are as follows:-
27.
(i)
The Group’s debt equity ratio shall not exceed 1.0 time. In the covenant, debt is defined as all indebtedness for borrowed monies
whereas equity is defined as shareholders’ fund plus non-controlling interests less goodwill;
(ii)
The ratio of EBIDTA/(Interest expenses plus short-term and current portion of long term debts) shall not be less than 1.5 times;
and
(iiii)
The adjusted leverage ratio of a subsidiary shall not be more than 0.5 time. In the covenant, the adjusted leverage is defined as
total liabilities less amount owing to shareholders over net worth plus amount owing to shareholders.
AMOUNTS OWING BY/(TO) RELATED PARTIES
THE GROUP
2014
RM’000
2013
RM’000
321
249
9,373
3,463
570
12,836
(99)
(7,882)
(314)
(8,893)
(7,981)
(9,207)
(7,411)
3,629
Amounts owing by related parties:Trade
Non-trade
Amounts owing to related parties:Trade
Non-trade
Net amount owing (to)/by related parties
The net amount owing (to)/by related parties
is analysed as follows:Amounts owing by related parties
- current portion
- non-current portion
333
12,836
(4,893)
(2,851)
(5,939)
(3,268)
(7,744)
(9,207)
(7,411)
3,629
27.
AMOUNTS OWING BY/(TO) RELATED PARTIES (CONT’D)
The following table provides information on the amounts owing by/(to) related parties prior to their offsetting:-
Gross
Amount
RM’000
Amount
Offset
RM’000
Net Carrying
Amount
RM’000
2014
Amounts owing by
Amounts owing to
570
(7,981)
2013
Amounts owing by
Amounts owing to
12,836
(9,207)
(237)
237
-
333
(7,744)
12,836
(9,207)
The trade balances are subject to a credit term of 30 days .
The non-trade balances are unsecured, interest-free and receivable/repayable on demand.
28.
DEFERRED TAX LIABILITIES
2014
RM’000
THE GROUP
2013
RM’000
At 1 April 2013/2012
Recognised in profit or loss (Note 38):
- for the financial year
- overprovision in the previous financial year
- effect of proposed change in corporate income tax
rates from 25% to 24%
Arising from disposal of subsidiaries
14,376
15,570
At 31 March 2014/2013
13,287
321
(474)
(749)
(52)
(77)
(857)
(2)
(393)
14,376
THE COMPANY
2014
2013
RM’000
RM’000
3,473
2,350
(3,473)
-
1,123
-
-
-
-
3,473
95
96
96
28.
DEFERRED TAX LIABILITIES (CONT’D)
The components of the deferred tax liabilities are as follows:THE GROUP
2013
RM’000
2014
RM’000
Accelerated capital allowances on qualifying costs:
- dividend receivable
- fair value adjustment on plantation
development expenditure
- others
29.
THE COMPANY
2014
2013
RM’000
RM’000
6,014
-
5,886
-
-
3,473
6,438
817
18
7,475
1,009
6
-
-
13,287
14,376
-
3,473
DEFERRED INCOME
The deferred income relates to invoices billed in advance in respect of services to be rendered in the following financial years.
30.
TRADE PAYABLES
The normal trade credit terms granted to the Group range from 30 to 90 days.
31.
OTHER PAYABLES AND ACCRUALS
2014
RM’000
Other payables
Accruals
THE GROUP
2013
RM’000
THE COMPANY
2014
2013
RM’000
RM’000
20,392
5,968
14,139
5,052
661
186
324
214
26,360
19,191
847
538
Included in other payables and accruals of the Group is a provision for warranty claims of approximately RM1,678,104 (2013 RM2,487,820).
31.
OTHER PAYABLES AND ACCRUALS (CONT’D)
Included in other payables and accruals is a provision for employee benefits, as detailed below:
At 1 April 2013/2012
Amount recognised in profit or loss:
- reversal during the year
- current period charge
- payment of employee retirement benefits
Sub-total (Note 37)
At 31 March 2014/2013
2014
RM’000
THE GROUP
2013
RM’000
2,557
2,207
871
(120)
(283)
850
(121)
751
(269)
446
(96)
3,039
2,557
2014
RM’000
THE GROUP
2013
RM’000
The components of provision for employee benefits as at end of the reporting period are as follows:
Present value of employee benefits obligation
Past service cost - unvested
Actuarial gain - unvested
4,191
(148)
(1,004)
4,601
(165)
(1,879)
3,039
2,557
2014
RM’000
THE GROUP
2013
RM’000
The details of present value of employee benefits obligation are as follows:-
At 1 April 2013/2012
Current service costs
Interest costs
Payment
Actuarial (gain)/loss
4,601
671
140
(120)
(580)
(521)
3,899
791
112
(121)
652
(732)
At 31 March 2014/2013
4,191
4,601
97
98
98
31.
OTHER PAYABLES AND ACCRUALS (CONT’D)
The charges recognised in profit or loss are detailed as follows:-
2014
RM’000
Current service costs
Interest costs
Past service costs
Impact on curtailments
Others
THE GROUP
2013
RM’000
671
140
2
58
791
112
2
(97)
42
871
850
As at the end of the reporting date, the Group accrued employee benefits expenses based on the actuarial valuation performed by
PT Binaputera Jaga Hikmah, an independent actuary, adopting the Projected Unit Credit method, with the following principal actuarial
assumptions:-
2014
RM’000
i) Mortality rate:
- below age 25
- between age 25 to 30
ii) Retirement age
iii) Disability rate (per annum)
iv) Discount rate (per annum)
v) Expected rate of salary increases (per annum)
32.
THE GROUP
0.00085
0.00076
0.00091
0.00153
0.00279
0.00538
0.00961
55
10%
8.67% / 8.70%
5% / 8%
2013
RM’000
0.00085
0.00076
0.00091
0.00153
0.00279
0.00538
0.00961
55
10%
6.47% / 6.52%
5% / 8%
SHORT-TERM BORROWINGS
THE GROUP
2013
RM’000
2014
RM’000
Term loans (Note 26)
Finance lease payables (Note 33)
THE COMPANY
2014
2013
RM’000
RM’000
21,603
1,005
20,938
-
8,040
-
8,040
-
22,608
20,938
8,040
8,040
33.
99
FINANCE LEASE PAYABLES
2014
RM’000
THE GROUP
2013
RM’000
Minimum finance lease payments:
- not later than one year
- later than one year and not later than five years
1,155
2,207
-
Less : Future finance charges
3,362
(257)
-
Present value of finance lease payables
3,105
-
1,005
-
- later than one year and not later than five years (Note 25)
2,100
-
At 31 March 2014/2013
3,105
-
Current
- later than one year and not later than five years (Note 32)
Non-Current
The finance lease payables of the Group bear weighted average interest rate of 3.39% per annum and are secured by a subsidiary’s plant
and machinery and motor vehicle.
34.
BANK OVERDRAFT
In the previous financial year, the bank overdraft of the Group bore an effective interest rate of 10.23% (2013 – 10.73%) per annum and
secured by a corporate guarantee of the Company.
35.
NET ASSETS PER SHARE
The net assets per share is calculated based on the total equity attributable to owners of the Company of approximately RM433,092,000
(2013 - RM418,235,000) divided by the outstanding number of ordinary shares in issue, net of treasury shares, at the end of the reporting
date of 96,594,550 shares (2013 - 96,797,050 shares).
36.
REVENUE
Automotive parts and accessories
Vehicle distribution
Fresh fruit bunches
Crude palm oil
Oil palm kernels and others
Dividend income
Others
THE GROUP
2014
2013
RM’000
RM’000
THE COMPANY
2014
2013
RM’000
RM’000
251,508
49,243
13,758
84,448
11,275
992
286,322
58,694
14,347
56,550
7,635
1,126
109,395
-
34,980
-
411,224
424,674
109,395
34,980
100
100
37.
PROFIT BEFORE TAXATION
THE GROUP
2014
2013
RM’000
RM’000
THE COMPANY
2014
2013
RM’000
RM’000
Profit before taxation is arrived at after charging/
(crediting):Allowance for impairment losses on receivables
Amortisation of plantation development expenditure
Auditors’ remuneration
Bad debts written off
Depreciation of:
- investment properties
Directors’ remuneration:
- non-fee emoluments
- fees
- performance incentives
Rental of premises
Impairment losses on investment in a subsidiary
Interest expense:
- term loans
- overdraft
- revolving credit
- advances from a related party
- loan and receivables financial assets
- finance lease payables
Loss/(gain) on foreign exchange:
- unrealised
- realised
Amounts written off:
Rental of equipment
Staff costs:
- salaries, wages, bonuses and allowances
- defined contribution plan
- defined benefits plan
Dividend income from short-term and other investments
Fair value gain on derivatives
Interest income:
- deposits with licensed banks
- advances to subsidiaries
Gain on disposal of:
- investment in subsidiaries
- short term investment
Rental income
Reversal of impairment loss on investment in a subsidiary
Provision/(Writeback of provision) for warranty claims
# - RM2
7
5,380
199
3
163
5,181
217
7
35
-
35
-
12,939
96
15,396
28
-
-
3,484
394
528
1,343
-
3,119
412
462
1,236
-
271
-
294
581
1,909
4
9
404
7
44
2,659
14
272
433
-
638
-
1,015
-
11,376
(40)
3,742
370
-
1,533
158
5
-
104
128
14
(19)
-
54,974
3,863
751
982
(713)
(224)
50,787
3,697
446
2
(786)
(213)
(74)
(95)
(54)
(98)
(819)
-
(462)
-
(202)
(2,286)
(29)
(1,041)
#
(296)
(122)
(749)
(207)
415
(694)
(428)
(729)
(1,742)
(266)
(11)
(68)
-
-
38.
101
INCOME TAX EXPENSE
THE GROUP
2014
2013
RM’000
RM’000
Current tax:
- Malaysian tax
- Foreign tax
- Under/(Over)provision in the previous financial year
4,819
2,654
5,826
2,554
28,674
-
7,623
-
7,473
8,380
28,674
7,623
182
7,655
Deferred tax (Note 12 and 28):
- relating to originating and reversal of temporary differences
- overprovision in the previous financial year
- effect of proposed change in corporate income tax
rate from 25% to 24%
THE COMPANY
2014
2013
RM’000
RM‘000
41
(132)
(77)
7,487
(222)
80
(270)
8,158
28,754
7,353
1,609
(838)
(3,210)
(262)
1,122
-
-
-
-
8,929
25,282
8,475
Certain overseas subsidiaries of the Group that fall under the Indonesian taxation laws are generally subjected to the same tax rate of 25%
(31.03.2013 - 25%) and any tax losses reported by those companies are allowed to be carried forward for a period of 5 years.
The statutory tax rate will be reduced to 24% from the current financial year’s rate of 25%, effective year of assessment 2016.
A reconciliation of income tax expense applicable to the profit before taxation at the statutory tax rate to income tax expense at the effective
tax rate of the Group and the Company is as follows:THE GROUP
2014
2013
RM’000
RM’000
Profit before taxation
Tax at the statutory tax rate
Tax effects of:Non-taxable gains
Non-deductible expenses
Deferred tax assets not recognised during the
financial year
Utilisation of deferred tax assets previously not
recognised
(Over)/Underprovision in the previous financial year:
- current tax
- deferred tax
Utilisation of reinvestment allowances
Double deduction
Effect of proposed change in corporate income
tax rate from 25% to 24% on deferred tax
Income tax expense for the financial year
THE COMPANY
2014
2013
RM’000
RM’000
35,796
43,566
110,892
33,947
8,949
10,891
27,723
8,487
(1,491)
2,672
472
(785)
258
1,088
(114)
(436)
(81)
(132)
(1,762)
(949)
(222)
(838)
(261)
(766)
(77)
7,487
(2,472)
213
(50)
308
-
-
-
-
80
(262)
-
(270)
-
-
-
-
8,929
25,282
8,475
102
102
39.
EARNINGS PER SHARE
THE GROUP
2014
2013
RM’000
RM’000
Profit after taxation attributable to owners of the Company
27,432
32,929
Weighted average number of ordinary shares:Issued ordinary shares at 1 April 2013/2012, net of treasury shares
Effects of treasury shares purchased during the financial year
96,797
(79)
96,985
(90)
96,718
96,895
28.4
34.0
Basic earnings per share (Sen)
The diluted earnings per share is not applicable as there is no dilutive potential ordinary shares outstanding at the end of the reporting
period.
40.
DIVIDENDS
THE GROUP/THE COMPANY
2014
2013
RM’000
RM’000
Final single-tier dividend of 7.0 sen per ordinary
share in respect of financial year ended
31 March 2012
-
6,785
Interim single-tier dividend of 5.0 sen
per ordinary share in respect of the financial
year ended 31 March 2013
-
4,840
Final single-tier dividend of 5.0 sen per ordinary
share in respect of financial year ended
31 March 2013
4,838
-
Interim single-tier dividend of 3.0 sen
per ordinary share in respect of the financial
year ended 31 March 2014
2,898
-
7,736
11,625
At the forthcoming Annual General Meeting, a final single-tier dividend of 5.0 sen per ordinary share in respect of the current financial year
will be proposed for shareholders’ approval. The financial statements for the current financial year do not reflect this proposed dividend.
Such dividend, if approved by the shareholders, will be accounted for as a liability in the financial year ending 31 March 2015.
41.
103
SUMMARY OF EFFECTS OF DISPOSAL OF SUBSIDIARIES
In the current financial year, Atoz Motor Marketing Sdn Bhd, a wholly-owned subsidiary of the Company disposed of 100% of its
investments in Atoz Motor Concept Sdn Bhd and Atoz Motor Workshop Sdn Bhd for a total sale consideration of RM2. Consequently, both
the companies ceased to be subsidiaries of the Group.
Details of the net assets disposed of and the net cash flows from the disposal of the subsidiaries were as follows:THE GROUP
2014
2013
RM’000
RM’000
Non-current assets
Current assets
Current liabilities
-
15,960
28,151
(2,448)
(33,915)
Group’s share of net assets disposed
Derecognition of attributed translation deficit
Transfer of fair value of net assets retained by the
Group in the form of investment in associate
-
7,748
857
-
(3,797)
Group’s share of net assets disposed
Gain on disposal
-
4,808
694
Proceeds from disposal
Cash and cash equivalents of subsidiaries disposed
#
-
5,502
(5,224)
Net cash inflows from disposal of subsidiaries
#
278
# - Represents RM2
The financial results of the subsidiaries disposed of in the current financial year are as follows:THE GROUP
2014
2013
RM’000
RM’000
Revenue
Profit after taxation
42.
69
292
55,165
462
CASH AND CASH EQUIVALENTS
For the purpose of the statements of cash flows, cash and cash equivalents comprise the following:THE GROUP
2014
2013
RM’000
RM’000
Deposits with financial
Institutions (Note 18)
Bank overdraft
THE COMPANY
2014
2013
RM’000
RM’000
705
36,486
34,207
-
3,383
23,081
31,544
(78)
13,635
4,857
-
219
5,628
-
71,398
57,930
18,492
5,847
104
104
43.
DIRECTORS’ REMUNERATION
The aggregate amount of emoluments received and receivable by directors of the Group and of the Company during the financial year is
as follows:THE GROUP
2014
2013
RM’000
RM’000
THE COMPANY
2014
2013
RM’000
RM’000
Executive directors’ remuneration:
- salaries and other emoluments
- defined contribution plan
- fees
- bonus
- performance incentives
2,051
527
74
906
528
1,807
491
58
821
462
35
-
24
-
4,086
3,639
35
24
320
354
236
270
Total directors’ remuneration
4,406
3,993
271
294
Directors’ fee
Directors’ non-fee emoluments
394
4,012
412
3,581
271
-
294
-
Total
4,406
3,993
271
294
Non-executive directors’ remuneration:
- fees
The number of directors of the Company whose total remuneration during the financial year fell within the following bands is analysed
below:
NUMBER OF DIRECTORS
2014
2013
Executive directors :
RM 350,001 - RM 400,000
RM 550,001 - RM 600,000
RM 600,001 - RM 650,000
RM 750,001 - RM 800,000
RM 800,001 - RM 850,000
RM 850,001 -RM 900,000
RM 1,150,001 - RM 1,200,000
RM 1,250,001 - RM 1,300,000
1
1
1
1
1
-
1
2
1
Non-executive directors:
Below RM50,000
RM
50,001 - RM
2
3
1
4
10
9
100,000
44.
105
RELATED PARTY DISCLOSURES
(i)
Identities of related parties
The Group has related party relationships with its directors, key management personnel, entities within the same group of
companies, associates and entities controlled by the directors and persons connected to the directors.
(ii)
In addition to the information detailed elsewhere in the financial statements, the Group and the Company carried out the following
significant transactions with the related parties during the financial year:-
NAMES OF RELATED PARTIES
NOTE
Delloyd Holdings (M) Sdn Bhd
- rental of premises charged by
- corporate expenses received from
- insurance charged to
- amount owing by
(a)
Lian Hwa Casting (M) Sdn Bhd
- purchase of die-casting parts from
- amount owing to
- amount owing by
(b)
Delloyd Technology Resources (M) Sdn Bhd
- purchases of automotive parts from
- sub-contractor for supply of automotive parts to
- rental received from
- research and development fee received from
- sale of mould and mould maintenance services to
- sales of mould
- acquisition of business
- amount owing to
(c)
Automont Gatsby Sdn Bhd
- sales of automotive parts and accessories to
- amount owing to
(d)
Gatsby Enterprise
- sales of automotive parts and accessories to
- amount owing by
(e)
Welloyd Engineering (M) Sdn Bhd
(i)
Welloyd Properties Sdn Bhd
(j)
Welloyd Land Sdn Bhd
(j)
THE GROUP
TRANSACTION VALUE/ BALANCES
2014
2013
RM’000
RM’000
848
4
71
10
990
4
39
39
2,957
4
3
44
-
3,786
4
3
280
2
-
87
564
24
82
32
240
3,600
105
6
9
-
27
8
45
-
68
74
9
8
1
1
25
25
106
106
44.
RELATED PARTY DISCLOSURES (CONT’D)
NAMES OF RELATED PARTIES
NOTE
Master Approach Sdn Bhd
- sales of automotive parts
- vehicles maintenance service to
- purchases of automotive parts
- amount owing by
(f)
Taipan Hectares Sdn Bhd
- interest expense
- deemed interest charge
- amount owing to
(g)
Intelli-Telematics Asia Sdn Bhd
- subscription fees paid to
- purchases of GPS System from
- rental received from
- amount owing by
(h)
Ichikoh (Malaysia) Sdn Bhd
- amount owing to
(h)
Brose Delloyd Automotive Co., Ltd
- sales of automotive parts to
- rental income
- amount owing by
(h)
- sales of automotive parts to
- research and development charged to
- interest income
- royalty income received from
- amount owing by
- amount owing to
(h)
TIMS Thailand Co., Ltd
- amount owing to
(h)
THE GROUP
2014
2013
RM’000
RM’000
(404)
7,703
55
7
13
12
38
150
(584)
8,802
12
6
7
13
1
21
6
44
6
27
-
77
-
160
12
689
603
107
619
86
4,830
649
83
441
220
1,035
36
13
21
12,570
-
13
-
44.
107
THE COMPANY
2014
2013
RM’000
RM’000
NAMES OF SUBSIDIARIES
Atoz Motor Marketing Sdn Bhd
- interest income
- amount owing by
2
9,499
14
10,400
-
3,424
1,669
37,276
1,027
23,847
34
-
PT Asian Auto International
- amount owing by
9,333
4,006
Delloyd (Malaysia) Sdn Bhd
- interest income
- amount owing by
484
27,397
-
Delloyd Infocomm Sdn Bhd
- amount owing by
2
-
131
11,667
-
Delloyd Industries (Malaysia) Sdn Bhd
- amount owing by
- interest income
- amount owing by
Delloyd Corporation Sdn Bhd
- amount owing by
PT Rebinmas Jaya
- interest income
- amount owing by
(a)
A company in which Dato’ Sri Tee Boon Kee, Datin Sri Chung Geok Siew, Dato’ Tee Boon Keat and Chung Chee Sun, who are
directors of the Company, have interests.
(b)
A company in which Datin Sri Chung Geok Siew and Chung Chee Sun, who are directors of the Company, have interests.
(c)
A company in which Dato’ Sri Tee Boon Kee, Dato’ Ir. Haji Noor Azmi Bin Jaafar, Datin Sri Chung Geok Siew and Chung Chee Sun,
who are directors of the Company, have interests.
(d)
Dato’ Sri Tee Boon Kee and Dato’ Tee Boon Keat, who are directors of the Company, are persons connected with this company.
(e)
An enterprise in which a sibling member of Dato’ Sri Tee Boon Kee is a partner.
(f)
A company in which a close family member is a director.
(g)
A company in which Dato’ Sri Tee Boon Kee, Dato’ Ir. Haji Noor Azmi Bin Jaafar and Datin Sri Chung Geok Siew who are directors
of the Company, have interests.
(h)
Associates of the Group.
(i)
A company in which Datin Sri Chung Geok Siew, Dato’ Sri Tee Boon Kee and Dato’ Leon Tee Wee Leng, who are directors of the
Company, have interests.
(j)
A company in which Datin Sri Chung Geok Siew and Dato’ Sri Tee Boon Kee, who are directors of the Company, have interests.
108
108
44.
The key management personnel compensation is as follows:THE GROUP
2014
2013
RM’000
RM’000
Short-term employee benefits
45.
9,544
9,515
THE COMPANY
2014
2013
RM’000
RM’000
271
294
OPERATING SEGMENTS
Operating segments are prepared in a manner consistent with the internal reporting in order to allocate resources to segments and to
assess their performance. For management purposes, the Group is organised into business units based on their products and services
provided.
The Group is organised into the following business segments:(i)
Automotive segment
-
involved in the manufacturing, trading, wholesale of automotive parts and accessories,
fabrication of mould, rendering of management and research and development services.
(ii)
Plantation segment
-
involved in the cultivation of palm oil activity and milling of fresh fruit bunches.
(iii)
Vehicle distribution segment
-
distribution, servicing and repairing of motor vehicles.
(iv)
Others segment
-
investment holding and magazine publisher.
The Group Executive Committee assesses the performance of the operating segments based on operating profit or loss which is measured
differently from those disclosed in the consolidated financial statements.
The Group income taxes and finance costs are managed on a group basis and are not allocated to operating segments.
Assets, liabilities and expenses which are common and cannot be meaningfully allocated to the operating segments are presented under
unallocated items.
Transfer prices between operating segments are at arm’s length basis in a manner similar to transactions with third parties.
45.
109
OPERATING SEGMENTS (CONT’D)
BUSINESS SEGMENTS
AUTOMOTIVE
RM’000
VEHICLES
DISTRIBUTION
RM’000
PLANTATION
RM’000
OTHERS
RM’000
THE GROUP
RM’000
251,508
64,627
49,243
1,502
109,481
-
992
109,397
411,224
175,526
316,135
50,745
109,481
110,389
586,750
2014
Revenue
External revenue
Inter-segment revenue
Adjustments and eliminations
(175,526)
Consolidated revenue
Results
Segment results
Interest income
Other material items of income
Depreciation of property, plant and
equipment
Amortisation of plantation development
expenditure
Other material items of expenses
411,224
31,382
445
34,509
(489)
65,847
491
1,561
23
63
103
11
202
74
819
1,709
(9,149)
(172)
(3,617)
(1)
(12,939)
(2,061)
(67)
(5,380)
(10,334)
-
(5,380)
(12,462)
22,224
292
15,292
(214)
37,594
Finance costs
Income tax expense
(3,345)
1,547
(7,487)
Consolidated profit after taxation
28,309
110
110
45.
BUSINESS SEGMENTS (CONT’D)
AUTOMOTIVE
RM’000
VEHICLES
DISTRIBUTION
RM’000
PLANTATION
RM’000
OTHERS
RM’000
THE GROUP
RM’000
254,253
14,227
241,444
18,902
528,826
2014
Assets
Segment assets
Tax refundable
Deferred tax assets
48,255
3,431
3,523
Consolidated total assets
584,035
Liabilities
Segment liabilities
57,617
2,478
45,004
9,631
13,287
246
Consolidated total liabilities
Other segment items
Additions to non-current assets other
than financial instruments:
- investment in associates
114,730
128,263
9,570
19,598
-
143
-
9,756
6,422
-
9,570
29,497
6,422
29,168
143
16,178
-
45,489
45.
111
AUTOMOTIVE
RM’000
VEHICLES
DISTRIBUTION
RM’000
PLANTATION
RM’000
OTHERS
RM’000
THE GROUP
RM’000
286,322
68,303
58,694
2,159
78,532
-
1,126
34,982
424,674
105,444
354,625
60,853
78,532
36,108
530,118
2013
Revenue
External revenue
Inter-segment revenue
Adjustments and eliminations
(105,444)
Consolidated revenue
Results
Segment results
Interest income
Other material items of income
Depreciation of property, plant and
equipment
Amortisation of plantation development
expenditure
Other material items of expenses
424,674
31,539
556
33,028
343
3,881
22
11
68
5
(11,875)
(177)
(247)
23,641
(417)
64,706
29
73
462
3,970
(3,343)
(1)
(15,396)
(66)
(5,181)
(5,353)
-
(5,181)
(5,666)
346
19,224
(316)
42,895
Finance costs
Income tax expense
(3,511)
4,182
(8,929)
Consolidated profit after taxation
34,637
112
112
44.
45.
AUTOMOTIVE
RM’000
VEHICLES
DISTRIBUTION
RM’000
PLANTATION
RM’000
OTHERS
RM’000
THE GROUP
RM’000
239,487
14,829
250,155
6,325
510,796
2013
Assets
Segment assets
Tax refundable
Deferred tax assets
38,525
8,956
3,666
Consolidated total assets
561,943
Liabilities
Segment liabilities
39,552
2,292
57,164
7,365
14,376
61
Consolidated total liabilities
Other segment items
Additions to non-current assets other
than financial instruments:
- investment in associates
- goodwill
106,373
120,810
3,797
10,689
1,876
206
-
4,883
9,560
-
-
3,797
15,778
9,560
1,876
16,362
206
14,443
-
31,011
45.
(a)
Other material items of income consist of the following:THE GROUP
Dividend income from short-term and other investments
Gain on disposal of investment in subsidiaries
Rental income
Realised gain on foreign exchange
2014
RM’000
2013
RM’000
713
#
207
749
40
786
694
1,742
729
19
1,709
3,970
# - RM2
(b)
Other material/non-cash items of expenses consist of the following:THE GROUP
Plant and equipment written off
Loss on foreign exchange:
- unrealised
- realised
2014
RM’000
2013
RM’000
104
1,533
11,376
982
3,742
389
2
12,462
5,666
GEOGRAPHICAL INFORMATION
REVENUE
Malaysia
Indonesia
Others
2014
RM’000
2013
RM’000
NON-CURRENT ASSETS
2014
2013
RM’000
RM’000
303,973
95,755
11,496
291,565
128,147
4,962
216,831
147,158
6,246
206,166
144,542
7,461
411,224
424,674
370,235
358,169
113
114
114
44.
45.
MAJOR CUSTOMERS
The following are major customers with revenue equal to or more than 10% of Group revenue:REVENUE
Customer A and its related group of companies
Customer B and its related group of companies
Customer C and its related group of companies
Customer D
46.
SEGMENT
2014
RM’000
2013
RM’000
92,308
49,800
32,781
98,501
57,550
46,202
Automotive
Automotive
Automotive
174,889
91,669
202,253
59,722
Plantation
266,558
261,975
CAPITAL COMMITMENTS
THE GROUP
2014
RM’000
2013
RM’000
9,301
9,625
Contracted but not provided for in the
financial statements:
- purchase of property, plant and equipment
47.
CONTINGENT LIABILITIES
THE GROUP
2014
2013
RM’000
RM’000
Corporate guarantees given to licensed banks for
banking facilities granted to subsidiaries
Corporate guarantee given to third party for banking
facilities granted to an associate
THE COMPANY
2014
2013
RM’000
RM’000
-
-
49,136
77,365
19,995
10,859
-
10,859
19,995
10,859
49,136
88,224
48.
115
FOREIGN EXCHANGE RATES
The principal foreign exchange rates used (expressed on the basis of one unit of foreign currency to RM equivalent) for the translation of
the foreign currency balances at the end of the reporting period were as follows:-
Euro
100 Indonesian Rupiah
Japanese Yen
Thai Baht
United States Dollar
49.
2014
RM
2013
RM
4.4877
0.2873
0.03168
0.1007
3.2645
3.9660
0.3178
0.03284
0.1057
3.0938
FINANCIAL INSTRUMENTS
The Group’s activities are exposed to a variety of market risks (including foreign currency risk, interest rate risk and equity price risk), credit
risk and liquidity risk. The Group’s overall financial risk management policy focuses on the unpredictability of financial markets and seeks
to minimise potential adverse effects on the Group’s financial performance.
(a)
Financial Risk Management Policies
The Group’s policies in respect of the major areas of treasury activity are as follows:(i)
Market Risk
(i)
Foreign Currency Risk
Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in foreign exchange rates. The Company may hold financial assets and liabilities in currencies other
than the Ringgit Malaysia. It is therefore exposed to currency risk as the value of securities denominated in other
currencies will fluctuate due to changes in exchange rates.
The Group is exposed to foreign currency risk on transactions and balances that are denominated in currencies
other than Ringgit Malaysia. The currencies giving rise to this risk are primarily United States Dollar and Japanese
Yen. Foreign currency risk is monitored closely on an ongoing basis to ensure that the net exposure is at an
acceptable level. On occasions, the Group enters into forward foreign currency contracts to hedge against its
foreign currency risks.
49.
(a)
(i)
(i)
(110)
-
(634)
-
Net Currency Exposure
-
110
-
98
634
-
110
732
98
42
58
10
358
82
292
THAI
BAHT
RM’000
Net financial assets/(liabilities)
Less: Net financial assets
denominated in the respective
entities’ functional currencies
Less: Forward foreign currency
contracts (contracted notional
principal)
Financial liabilities
Term loans
Trade payables
Financial assets
Other investments
Trade receivables
Amount owing by related parties
Other receivables and deposits
Derivative asset
Fixed deposits with licensed banks
2014
THE GROUP
RINGGIT
MALAYSIA
RM’000
(14,041)
-
-
(14,041)
21,906
16,463
5,443
-
7,865
2,306
370
327
4,862
UNITED
STATES
DOLLAR
RM’000
1
-
-
1
277
277
-
278
271
7
EURO
RM’000
The Group’s exposure to foreign currency compared to the applicable functional currency is as follows:-
Foreign Currency Risk (cont’d)
Market Risk (cont’d)
Financial Risk Management Policies (cont’d)
FINANCIAL INSTRUMENTS (CONT’D)
-
557
-
(557)
572
572
-
15
15
JAPANESE
YEN
RM’000
(14,040)
557
(744)
(13,853)
22,853
16,463
6,292
98
9,000
2,306
370
42
687
82
327
5,186
TOTAL
RM’000
116
116
49.
(a)
(i)
(i)
168
-
(858)
-
Net Currency Exposure
-
(168)
169
224
858
169
-
1
1,082
224
1
582
57
443
THAI
BAHT
RM’000
Net financial assets/(liabilities)
Less: Net financial (assets)/ liabilities
denominated in the respective entities’
functional currencies
Less: Forward foreign currency
contracts (contracted notional
principal)
Term loans
Trade payables
Financial assets
Other investments
Trade receivables
Derivative assets
Fixed deposits with licensed banks
2013
THE GROUP
RINGGIT
MALAYSIA
RM’000
(37,504)
712
-
(38,216)
41,566
28,459
13,107
-
3,350
2,306
260
309
475
UNITED
STATES
DOLLAR
RM’000
(771)
-
-
(771)
846
790
56
75
15
56
4
EURO
RM’000
The Group’s exposure to foreign currency compared to the applicable functional currency is as follows:-
-
71
-
(71)
72
72
-
1
1
JAPANESE
YEN
RM’000
(38,275)
783
(690)
(38,368)
42,877
28,459
14,138
280
4,509
2,306
15
898
57
309
924
TOTAL
RM’000
117
118
118
48.
49.
(a)
(i)
(i)
Foreign currency risk sensitivity analysis
The following table details the sensitivity analysis to a reasonably possible change in the foreign currencies as
at the end of the reporting period, with all other variables held constant:-
2014
Increase/(Decrease)
RM’000
THE GROUP
2013
Increase/(Decrease)
RM’000
Effects on profit after taxation and equity
United States Dollar:
- strengthened by 10%
- weakened by 10%
(1,053)
1,053
EURO:
- strengthened by 10%
- weakened by 10%
(ii)
(2,813)
2,813
-
(58)
58
Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market interest rates. The Group’s exposure to interest rate risk arose mainly from interest-bearing
financial assets and liabilities. The Group’s policy is to obtain the most favourable interest rates available. Any
surplus funds of the Group will be placed with licensed financial institutions to generate interest income.
Information relating to the Group’s exposure to the interest rate risk of the financial liabilities is disclosed in Note
49(a)(iii) to the financial statements.
.
It is the Group’s policy to enter into interest rate swaps to achieve an appropriate mix of fixed and floating interest
rate exposure. Information of the interest rate swaps entered by the Group is disclosed in Note 19 to the financial
statements.
Interest rate risk sensitivity analysis
The following table details the sensitivity analysis to a reasonably possible change in the interest rates as at the
end of the reporting period, with all other variables held constant:THE GROUP
2014
2013
Increase/
Increase/
(Decrease)
(Decrease)
RM’000
RM’000
THE COMPANY
2014
2013
Increase/
Increase/
(Decrease)
(Decrease)
RM’000
RM’000
Effects on profit after taxation
and equity
Increase of 50 basis points (bp)
Decrease of 50 bp
(74)
74
(175)
175
(34)
34
(65)
65
49.
119
(a)
(i)
Market Risk (Cont’d)
(iii)
Equity Price Risk
The Group’s principal exposure to equity price risk arises mainly from changes in quoted investment prices. The
Group manages its exposure to equity price risk by maintaining a portfolio of equities with different risk profiles.
Equity price risk sensitivity analysis
The following table details the sensitivity analysis to a reasonably possible change in the prices of the quoted
investments as at the end of the reporting year, with all other variables held constant:THE GROUP
2014
2013
Increase/
Increase/
(Decrease)
(Decrease)
RM’000
RM’000
THE COMPANY
2014
2013
Increase/
Increase/
(Decrease)
(Decrease)
RM’000
RM’000
Effects on profit after taxation
and equity
Increase of 0.5%
Decrease of 0.5%
(ii)
137
(137)
87
(87)
51
(51)
1
(1)
Credit Risk
The Group’s exposure to credit risk, or the risk of counterparties defaulting, arose mainly from trade and other receivables.
The Group manages its exposure to credit risk by the application of credit approvals, credit limits and monitoring
procedures on an ongoing basis. For other financial assets (including quoted investments, cash and bank balances and
derivatives), the Group minimises credit risk by dealing exclusively with high credit rating counterparties.
The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of the
trade and other receivables as appropriate. The main components of this allowance are a specific loss component that
relates to individually significant exposures, and a collective loss component established for groups of similar assets in
respect of losses that have been incurred but not yet identified. Impairment is estimated by management based on prior
experience and the current economic environment.
Credit risk concentration profile
The Group’s major concentration of credit risk relates to the amounts owing by 3 customers which constituted
approximately 51% of its trade receivables as at the end of the reporting period.
Exposure to credit risk
As the Group does not hold any collateral, the maximum exposure to credit risk is represented by the carrying amount of
the financial assets as at the end of the reporting period.
The exposure of credit risk for trade receivables (including amount owing by related parties) by geographical region is
as follows:THE GROUP
2014
2013
RM’000
RM’000
Malaysia
Indonesia
Thailand
Others
51,854
10,556
6,658
367
51,885
11,485
265
-
69,435
63,635
120
120
49.
(a)
(ii)
Credit Risk (cont’d)
Ageing analysis
The ageing analysis of the Group’s trade receivables (including amount owing by related parties) as at the end of the
reporting period is as follows:-
THE GROUP
GROSS
AMOUNT
RM’000
INDIVIDUAL
IMPAIRMENT
RM’000
COLLECTIVE
IMPAIRMENT
RM’000
CARRYING
VALUE
RM’000
65,491
-
-
65,491
31 March 2014
Not past due
Past due:- less than 2 months
- 2 to 4 months
- over 4 months
THE GROUP
2,410
735
2,795
(1,896)
(100)
2,410
735
799
71,431
(1,896)
(100)
69,435
GROSS
AMOUNT
RM’000
INDIVIDUAL
IMPAIRMENT
RM’000
COLLECTIVE
IMPAIRMENT
RM’000
CARRYING
VALUE
RM’000
48,867
-
-
48,867
31 March 2013
Not past due
Past due:- less than 2 months
- 2 to 4 months
- over 4 months
4,982
2,453
9,513
(2,080)
(100)
4,982
2,453
7,333
65,815
(2,080)
(100)
63,635
At the end of the reporting period, trade receivables that are individually impaired were those in significant financial
difficulties and have defaulted on payments. These receivables are not secured by any collateral or credit enhancement.
The collective impairment allowance is determined based on estimated irrecoverable amounts from the sale of goods,
determined by reference to past default experience.
Trade receivables that are past due but not impaired
The Group believes that no impairment allowance is necessary in respect of these trade receivables. They are either
secured by collateral of customer asset or due from companies with good collection track record and no recent history
of default.
Trade receivables that are neither past due nor impaired
A significant portion of trade receivables that are neither past due nor impaired are regular customers that have been
transacting with the Group. The Group uses ageing analyses to monitor the credit quality of the trade receivables. Any
receivables having significant balances past due or more than 120 days, which are deemed to have higher credit risk, are
monitored individually.
48.
49.
121
(a)
(iii)
Liquidity Risk
Liquidity risk arises mainly from general funding and business activities. The Group practises prudent risk management
by maintaining sufficient cash balances and the availability of funding through certain committed credit facilities.
The following table sets out the maturity profile of the financial liabilities as at the end of the reporting period based on
contractual undiscounted cash flows (including interest payments computed using contractual rates or, if floating, based
on the rates at the end of the reporting period):-
THE GROUP
WEIGHTED
AVERAGE
EFFECTIVE
RATE
%
CARRYING
AMOUNT
RM’000
CONTRACTUAL
UNDISCOUNTED
CASH FLOWS
RM’000
WITHIN
1 YEAR
RM’000
1–5
YEARS
RM’000
OVER
5
YEARS
RM’000
3.76
3.39
27,450
49,956
26,360
7,744
3,105
28,393
49,956
26,360
7,962
3,362
22,201
49,956
26,360
5,031
1,155
5,206
2,931
2,207
986
-
-
27
-
2,086
(2,059)
2,086
(2,059)
-
-
3.90
3.15
33
-
220
(187)
215
(183)
5
(4)
-
1,307
(1,389)
1,307
(1,389)
-
-
2014
Term loans
Trade payables
Amount owing to related parties
Finance lease payable
(i) Forward foreign
currency contracts:
- Outflow
- Inflow
(ii) Interest rate swap:
- Outflow
- Inflow
(iii) Derivative asset CPO futures:
- Outflow
- Inflow
-
(82)
114,593
116,011
104,680
10,345
986
4.19
10.23
46,716
30,836
19,191
9,207
78
48,894
30,836
19,191
10,219
78
22,362
30,836
19,191
6,270
78
25,908
3,949
-
624
-
-
75
-
5,527
(5,452)
5,527
(5,452)
-
-
3.90
3.10
128
-
798
(670)
578
(483)
2,034
(2,091)
2,034
(2,091)
2013
Term loans
Trade payables
Amount only to related parties
Bank overdraft
(i) Forward foreign
currency contracts:
- Outflow
- Inflow
(ii) Interest rate swap:
- Outflow
- Inflow
(iii) Derivative asset CPO futures:
- Outflow
- Inflow
-
(57)
106,174
109,364
78,850
220
(187)
-
-
-
29,890
624
122
122
48.
49.
(a)
(iii)
Liquidity Risk (cont’d)
THE COMPANY
WEIGHTED
AVERAGE
EFFECTIVE
RATE
%
CARRYING
AMOUNT
RM’000
CONTRACTUAL
UNDISCOUNTED
CASH FLOWS
RM’000
WITHIN
1 YEAR
RM’000
1–5
YEARS
RM’000
OVER
5
YEARS
RM’000
4.75
-
9,180
847
9,487
847
8,333
847
1,154
-
-
3.90
3.15
33
-
2014
Term loans
Derivative liability:
Interest rate swap:
- Outflow
- Inflow
220
(187)
215
(183)
5
(4)
-
10,060
10,367
9,212
1,155
-
4.70
-
17,220
538
18,145
538
8,686
538
9,459
-
-
3.90
3.10
128
-
2013
Term loans
Derivative liability:
Interest rate swap:
- Outflow
- Inflow
17,886
798
(670)
18,811
578
(483)
9,319
220
(187)
9,492
-
49.
123
(b)
Capital Risk Management
The Group manages its capital to ensure that entities within the Group will be able to maintain an optimal capital structure so as
to support their businesses and maximise shareholders’ value. To achieve this objective, the Group may make adjustments to
the capital structure in view of changes in economic conditions, such as adjusting the amount of dividend payment, returning of
capital to shareholders or issuing new shares.
The Group manages its capital based on debt-to-equity ratio. The Group’s strategies were unchanged from the previous financial
year. The debt-to-equity ratio is calculated as net debt divided by total equity. Net debt is calculated as borrowings plus trade and
other payables less cash and cash equivalents.
The debt-to-equity ratio of the Group as at the end of the reporting year is as follows:-
Term loans
Bank overdraft
Finance lease payables
Trade payables
Less:
- deposits with financial institutions
- cash and bank balances
Net debt
Total equity
Debt-to-equity ratio
2014
RM’000
THE GROUP
2013
RM’000
27,450
3,105
49,956
26,360
7,744
46,716
78
30,836
19,191
9,207
114,615
106,028
(705)
(36,486)
(34,207)
(3,383)
(23,081)
(31,544)
43,217
48,020
455,772
441,133
0.09
0.11
Under the requirements of Bursa Malaysia Practice Note No. 17/2005, the Company is required to maintain a consolidated
shareholders’ equity (total equity attributable to owners of the Company) equal to or not less than the 25% of the issued and paidup share capital (excluding treasury shares). The Company has complied with this requirement.
The Group has complied with the bank covenants as disclosed in Note 26 to the financial statements, failing which, the bank may
call an event of default.
124
124
49.
(c)
Classification Of Financial Instruments
2014
RM’000
THE GROUP
2013
RM’000
THE COMPANY
2014
2013
RM’000
RM’000
295
2,306
295
2,306
-
-
2,601
2,601
-
-
69,114
7,498
333
705
34,207
54,261
8,534
12,836
3,383
31,544
2
5,100
95,208
4,857
2
10,418
41,677
5,628
111,857
110,558
105,167
57,725
36,486
82
23,081
57
13,635
-
219
-
36,568
23,138
13,635
219
27,450
3,362
49,956
26,360
7,744
-
46,716
30,836
19,191
9,207
78
9,180
847
-
17,220
538
-
114,872
106,028
10,027
17,758
60
203
33
128
Financial assets
Available-for-sale financial assets
Other investments, at fair value
Other investments, at cost
Loans and receivables financial assets
Trade receivables
Dividend receivable
Amounts owing by subsidiaries
Amount owing by related parties
Deposits with financial institutions
Fair value through profit and
loss financial assets
Short-term investments, at fair value
Derivative asset
Other financial liabilities
Term loans
Trade payables
Bank overdraft
Fair value through profit and loss
49.
(d)
82
36,486
-
Term loans
60
-
295
-
Financial Assets
Other investments:
- unquoted shares
- investments in golf club membership
Derivative asset:
- CPO future
2014
THE GROUP
-
-
-
Fair Value Of Financial Instruments
Carried At Fair Value
Level 1
Level 2
Level 3
RM’000
RM’000
RM’000
-
-
-
3,362
27,450
-
-
-
7,364
-
#
-
Not Carried At Fair Value
Level 1
Level 2
Level 3
RM’000
RM’000
RM’000
3,362
27,450
60
7,364
82
36,486
#
295
Fair
Value
RM’000
3,362
27,450
60
7,744
82
36,486
2,306
295
Total
Carrying
Amount
RM’000
Other than those disclosed below, the fair values of the financial assets and financial liabilities maturing within the next 12 months approximated their carrying amounts
due to the relatively short-term maturity of the financial instruments:-
Fair Value Information
125
49.
(d)
57
23,081
-
Term loans
-
-
-
46,716
8,711
-
#
-
RM’000
# - The fair value cannot be reliably measured using valuation techniques due to lack of marketability of the unquoted shares.
* - Comparative fair value information is not presented by levels, by virtue of the exemption given in MFRS 13.
203
-
295
-
Level 1
Level 2
Level 3
RM’000
RM’000
RM’000
Financial Assets
Other investments:
- unquoted shares
- investments in golf club membership
Derivative assets:
- CPO future
2013
THE GROUP
Fair Value Information (Cont’d)
46,716
203
8,711
57
23,081
#
295
Fair
Value
RM’000
46,716
203
9,207
57
23,081
2,306
295
Total
Carrying
Amount
RM’000
126
126
49.
(d)
-
Term loan
Derivative liability
-
Term loan
Derivative liability
128
219
33
13,635
-
-
-
-
-
-
-
-
17,220
-
-
9,180
-
-
-
-
-
-
Level 1
Level 2
Level 3
RM’000
RM’000
RM’000
* - Comparative fair value information is not presented by levels, by virtue of the exemption given in MFRS 13.
-
Financial Assets
2013
-
Level 1
Level 2
Level 3
RM’000
RM’000
RM’000
Financial Assets
2014
THE GROUP
17,220
128
219
9,180
33
13,635
Fair
Value
RM’000
17,220
128
219
9,180
33
13,635
Total
Carrying
Amount
RM’000
127
128
128
49.
(d)
The following summarises the methods used to determine the fair values of the financial instruments:(i)
The fair values of the short-term investments and investments in club membership are estimated based on their quoted
market prices as at the end of the reporting period.
(ii)
The carrying amounts of the term loans approximated their fair values as these instruments bear interest at variable rates.
(iii)
The fair value of forward foreign currency contracts is estimated based on the current forward price for the residual
maturity of the contract.
(iv)
The fair value of interest rate swap is estimated based on the broker quotes.
(v)
The fair value of the CPO future is estimated based on the current settle price for the residual maturity of the future
contract.
(vi)
The fair value of finance lease payables is determined by discounting the relevant cash flows using market interest rate
of 3.39% at the end of the reporting period.
(vii)
The fair value of amounts owing to related parties is measured using discounted cash flow projections based on a
borrowing rate of 3.76% (2013 - 4.19%). The discount rate equals to the Company’s weighted average cost of borrowing
rate.
In regards to financial instruments carried at fair value, there was no transfer between level 1 and level 2 during the financial year.
50.
SIGNIFICANT EVENT OCCURRING AFTER THE REPORTING PERIOD
On 16 May 2014, the Company announced that it received a letter (Request Letter) from its major shareholder, Chung & Tee Ventures
Sdn Bhd (CTVSB) requesting the Company to undertake a selective capital reduction and a corresponding capital repayment exercise
(Proposed SCR) under Section 64 of the Companies Act 1965. Under the proposed offer, entitled shareholders will receive RM4.80 in
exchange for each of their share.
In the event of successful completion of the Proposed SCR where CTVSB and persons acting in concert with CTVSB will own 100% equity
interest in the Company, CTVSB does not intend to maintain the listing status of the Company. CTVSB will then make an application to
Bursa Securities to withdraw its listing status from the Official List.
On 17 May 2014, the Company announced that the Board of Directors (save for the interested directors) had deliberated on the Request
Letter and had resolved to present the Proposed SCR to the entitled shareholders of the Company for their consideration at an EGM to be
convened for this purpose.
51.
COMPARATIVE FIGURES
The following comparative figures have been reclassified to conform with the presentation of current year’s financial statements:-
As Restated
2013
RM’000
Statement of Financial Position (Extract)
Trade receivables
Other receivables, deposits and prepayments
Amounts owing by related parties
54,261
15,040
12,836
(19,191)
(9,207)
THE GROUP
As Previously Reported
2013
RM’000
63,635
18,820
(28,716)
-
52.
129
SUPPLEMENTARY INFORMATION – DISCLOSURE OF REALISED AND UNREALISED PROFITS/LOSSES
The breakdown of the retained profits of the Group and of the Company as at the end of the reporting period into realised and unrealised
profits/(losses) are presented in accordance with the directive issued by Bursa Malaysia Securities Berhad and prepared in accordance
with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant
to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants, as follows:-
Total retained profits:
- realised
- unrealised
Total share of retained profits of associates:
- realised
- unrealised
Less: Consolidation adjustments
At 31 March 2014/2013
THE GROUP
2014
2013
RM’000
RM’000
THE COMPANY
2014
2013
RM’000
RM’000
319,773
(11,819)
295,726
(4,884)
137,909
95
63,603
(3,473)
307,954
290,842
138,004
60,130
28,165
(3,441)
23,171
6
-
-
24,724
23,177
-
-
-
-
-
-
332,678
314,019
138,004
60,130
AS AT 16 JULY 2014
130
130
SHARE CAPITAL
Authorised
Issued and Paid-up Capital
Class of Share
No. of Shareholders
Voting Rights
-
500,000,000 Ordinary Shares
96,593,550 Ordinary Shares *
Ordinary Shares of RM1.00 Each
2,287
One Vote Per Ordinary Share
* The issued and paid up capital is as per Record of Depositors as at 16 July 2014 and is exclusive of 3,410,700 treasury shares bought back.
DISTRIBUTION OF SHAREHOLDINGS
Size of Shareholdings
Range
100
1,001
10,001
No. of Shareholders
%
No. of Shares
%
206
286
1,457
261
66
11
2,287
9.00
12.51
63.71
11.41
2.89
0.48
100.00
9,038
192,711
4,365,601
7,639,691
20,018,444
64,368,065
96,593,550
0.01
0.20
4.52
7.91
20.72
66.64
100.00
No. of Shares
%
33,076,879
9,190,060
34.24
9.51
Less than 100
1,000
10,000
100,000
100,001 and below 5%
5% and above
TOTAL
SUBSTANTIAL SHAREHOLDER
Name of Shareholder
Chung & Tee Ventures Sdn Bhd
C.S. Delcan Corporation Sdn Bhd
DIRECTORS’ SHAREHOLDINGS
As per the Register of Directors’ Shareholdings
Name
Direct
No. of shares
%
Indirect
No. of shares
%
2,855,005
2,162,927
1,703,516
983,350
653,750
450,000
415,000
412,500
2.96
2.24
1.76
1.02
0.68
0.47
0.43
0.43
38,512,423
4,498,945
33,167,770
7,307,199
40,713,678
9,430,405
-
39.87
4.66
34.34
7.56
42.15
9.76
-
100,000
0.10
-
-
1
2
3
4
5
6
7
8
Dato’ Ir Haji Noor Azmi Bin Jaafar
Chung Chee Sun
Gen Tan Sri (Dr) Mohamed Hashim
Bin Mohd Ali (Rtd)
9 Dato’ Eow Kwan Hoong
AS AT 16 JULY 2014
131
LIST OF TOP 30 SHAREHOLDERS
No
Name of Shareholders
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
No. of Shares
%
Chung & Tee Ventures Sdn Bhd
C.S. Delcan Corporation Sdn Bhd
Aneka Nostalgia Sdn Bhd
Flora Grand Sdn Bhd
Welloyd Engineering (M) Sdn Bhd
Tee Boon Kee
Noor Azmi Bin Jaafar
Tee Boon Keat
Ipjomas Sdn Bhd
Tan Ah Kee
Unique Stallion Sdn Bhd
Leon Tee Wee Leng
Popular Framework Sdn Bhd
Maybank Securities Nominees (Tempatan) Sdn Bhd
Pledged Securities Account for Khor Ching Lee
Lim Boon Kheng
Chung Geok Siew
Tye Hua Sdn Bhd
Thean Wui Han
Tang Kwang Siow
999 Resources Sdn Bhd
CIMSEC Nominees (Tempatan) Sdn Bhd
CIMB Bank for Lim Ka Kian
HSBC Nominees (Asing) Sdn Bhd
Exempt Account for Credit Suisse (SG BR-TST-ASING)
Chung Chee Sun
RHB Nominees (Tempatan) Sdn Bhd
RHB Investment Management Sdn Bhd for Yoong Kah Yin
Shanmughalingam A/L Murugasu
Mohamed Hashim Bin Mohd Ali (Gen Rtd Tan Sri)
AIM Technology (M) Sdn Bhd
Goh Beng Choo
Chan Yoke Hoong
Public Invest Nominees (Tempatan) Sdn Bhd
Pledged Securities Account for Mohamed Nizam Bin Abdul Razak
33,076,879
9,190,060
4,363,965
4,197,236
3,798,444
2,855,005
2,162,927
1,703,516
1,684,648
1,483,700
1,071,896
983,350
883,900
34.24
9.51
4.52
4.35
3.93
2.96
2.24
1.76
1.74
1.54
1.11
1.02
0.92
849,400
746,300
653,750
600,000
553,600
542,000
529,700
0.88
0.77
0.68
0.62
0.57
0.56
0.55
466,300
0.48
466,000
450,000
0.48
0.47
419,000
415,000
412,500
400,000
373,400
345,000
0.43
0.43
0.43
0.41
0.39
0.36
312,500
0.32
TOTAL
75,989,976
78.67
132
132
AS AT 31 MARCH 2014
LOCATION
NET BOOK
AGE OF
DATE OF
VALUE BUILDING
LAST
DATE OF
RM’000 (YEARS) REVALUATION ACQUISITION
TENURE
SIZE
DESCRIPTION
Lot 48938 & PT2187
District Of Klang
Freehold
4.05 ha
2 plots of industrial
land / office, factory
and warehouse
14,968
13
-
1999
Lot 48939 & 48940
District Of Klang
Freehold
2.03 ha
2 plots of industrial
land / office, factory
and warehouse
10,915
21
1994
1991
H.S(D) 29394 & 29393
Mukim Damansara
Freehold
1,522 sq.m
2 units 2 1/2 storey
terrace showroom
factory with land
1,351
11
-
2003
Lot 17283
Mukim Hulu Bernam Timur
Daerah Batang Padang
Perak Darul Ridzuan
Freehold
1.13 ha
1 plot of industrial
land
2,250
-
-
2011
Lot 17285
Mukim Hulu Bernam Timur
Perak Darul Ridzuan
Freehold
1.25 ha
land / office,
factory and warehouse
9,607
9
-
2011
Lot 17286
Mukim Ulu Bernam Timur
Perak Darul Ridzuan
Freehold
2.03 ha
land / office,
factory and warehouse
8,674
9
-
2003
Sungai Rambai Estate
District Of Kuala Selangor
Freehold
1,448.78 ha
Oil Palm Estate
75,237
-
-
1999
Freehold
66,493 sq.m
Residential Bungalows,
Cottages & Amenities
350
23
-
1999
Freehold
372.90 sq.m
2 units 3 storey shop
office building
1,493
7
-
2007
MALAYSIA
Lot No PT84975 & PT84976
Mukim Klang
Daerah Klang
AS AT 31 MARCH 2014
LOCATION
NET BOOK
AGE OF
DATE OF
VALUE BUILDING
LAST
DATE OF
RM’000 (YEARS) REVALUATION ACQUISITION
TENURE
SIZE
DESCRIPTION
Freehold
12,222 sq.m
land /office, factory
and warehouse
5,407
8
-
2006
Leasehold
Expiring 2029
and 2036
14,422.09 ha
Oil Palm Estate
Plantable Reserve
land, Residential
cottages & Amenities
91,674
8-15
-
2006
7,500 sq.m
Oil Mill building
7,157
4
-
2010
7,750 sq.m
1 plot of industrial land
with factory building
3,978
13
-
2014
THAILAND
300/28 Moo 1, Tambol Tasit
Amphur Pluakdaeng, Rayong
Thailand
INDONESIA
Kebun Parit Gunung
Darul Makmur & Air Ruak
Belitung, Indonesia
Kawasan Industri
Sentul, Jl. Olympic Raya
Blok B6, Kelurahan Sentul
Kecamatan Babakan Madang
Kabupaten Bogor, Jawa Barat
Indonesia
Leasehold
Expiring 2027
133
134
134
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FORM OF PROXY
135
DELLOYD VENTURES BERHAD
(380429-W)
(Incorporated in Malaysia)
No. of shares held
FORM OF PROXY
I/We
NRIC/Co.No.
of
being a member of DELLOYD VENTURES BERHAD hereby appoint
of
NRIC No.
or failing whom,
of
NRIC No.
as my/our proxy to vote for me/us on my/our behalf at the Eighteenth Annual General Meeting of the Company to be held at Danau 3, Kota Permai Golf and Country Club,
No.1, Jalan 31/100A, Kota Kemuning, Section 31, 40460 Shah Alam, Selangor Darul Ehsan on Monday, 8 September 2014 at 11.30 a.m. and, at every adjournment thereof
for/against the resolutions to be proposed thereat.
NO.
1
2
3
4
5
6
7
8
9
10
ORDINARY RESOLUTIONS
To approve the payment of Final Dividend
To approve the payment of Directors’ fees
To re-elect Datin Sri Chung Geok Siew as Director
To re-elect Dato’ Eow Kwan Hoong as Director
To re-appoint General Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd) as Director
To re-appoint Dato’ Dr. M SHANmughalingam as Director
To re-appoint Messrs. Crowe Horwath as auditors of the Company
To approve the authority to issue shares pursuant to Section 132D of the Companies Act, 1965
To approve the proposed renewal of the shareholders’ mandate for recurrent related party
transactions of a revenue or trading nature
To approve the proposed renewal of authority for the purchase of own shares by the Company
FOR
AGAINST
(Please indicate with an X in the spaces provided on how you wish your vote to be cast. If you do not do so, the proxy will vote or abstain from voting at his discretion.)
Dated this…………day of…………………….2014
……………………………
Signature of Member(s)
……………………………........
Affix Company’s Common Seal
(if applicable)
Notes:Proxy
i
ii
iii
iv
v
vi
vii
viii
ix)
The members whose names appear in the Record of Depositors on 2 September 2014 shall be entitled to attend, speak and vote at this Eighteenth Annual General Meeting.
A proxy may but need not be a member of the Company and the provisions of Section 149(1) (b) of the Act shall not apply to the Company.
A member shall be entitled to appoint more than one proxy (subject always to a maximum of two proxies at each meeting) to attend and vote at the same meeting.
Where a member appoints more than one proxy, the appointment shall be invalid unless he specifies the proportion of his holdings to be represented by each proxy.
Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint more than one (1) proxy (subject
always to a maximum of two (2) proxies at each meeting) in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the
said securities account.
Where a member is an exempt authorised nominee who holds ordinary shares in the Company for multiple beneficial owners in one securities account (“Omnibus
Account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each Omnibus Account it holds.
To be valid, this proxy form duly completed must be deposited at the registered office of the Company situated at 52A, Lebuh Enggang, 41150 Klang, Selangor Darul Ehsan
not less than 48 hours before the time for holding the meeting.
If the appointer is a corporation, the proxy form must be executed under its Seal or under the hand of its attorney.
The audited financial statements are for discussion only under Agenda 1, as it does not require shareholders’ approval under the provisions of Section 169(1) and (3) of
the Companies Act, 1965. Hence, it will not be put for voting.
fold
AFFIX
STAMP
HERE
THE SECRETARY :
DELLOYD VENTURES BERHAD (380429-W)
52A, LEBUH ENGGANG,
41150 KLANG,
SELANGOR DARUL EHSAN
fold

Annual Report 2014

Transcription

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