...KAMDAR GROUP (M) BERHAD ANNU R 1 Contents 2 Corporate Information 3 Notice of Annual General...

K AMDARKAMDAR GROUP (M) BERHAD (577740-A)

AN N UALRE PORT 2 0 1 8

KAMDAR GROUP (M) BERHAD ANNUAL REPORT 2018 1

Contents

2 Corporate Information

3 Notice of Annual General Meeting

6 Directors’ Profile

8 Profile of Key Senior Management

9 Corporate Structure

10 Management Discussion and Analysis

13 Sustainability Statement

15 Corporate Governance Overview Statement

26 Audit Committee Report

29 Statement on Risk Management and Internal Control

32 Other Disclosure Requirements Pursuant to the Listing Requirements of Bursa Securities

33 Directors’ Report

37 Statement by Directors and Statutory Declaration

38 Independent Auditors’ Report

42 Statements of Financial Position

44 Statements of Profit or Loss and Other Comprehensive Income

45 Statements of Changes in Equity

47 Statements of Cash Flows

51 Notes to the Financial Statements

117 Group’s Properties

122 Analysis of Shareholdings

125 Form of Proxy

KAMDAR GROUP (M) BERHAD ANNUAL REPORT 20182

Corporate Information

BOARD OF DIRECTORS

Kamal Kumar Kishorchandra Kamdar – Chairman / Managing DirectorChia Lee Hoon – Executive Director Rajesh Kumar A/L Gejinder Nath – Independent Non-Executive Director Simon @ Flam Fernandez – Independent Non-Executive DirectorPragna A/P K M Kamdar – Non-Independent Non-Executive Director

AUDIT COMMITEE PRINCIPAL BANKERS

Chairman Affin Bank BerhadSimon @ Flam Fernandez AmBank BerhadMembers Bank Islam Malaysia BerhadRajesh Kumar A/L Gejinder Nath CIMB Bank BerhadPragna A/P K M Kamdar Hong Leong Bank Berhad

Malayan Banking BerhadREMUNERATION COMMITEE OCBC Bank (Malaysia) Berhad

Public Bank BerhadChairman RHB Bank BerhadRajesh Kumar A/L Gejinder Nath Standard Chartered Bank Malaysia BerhadMembers United Overseas Bank (M) BerhadPragna A/P K.M KamdarSimon @ Flam Fernandez SOLICITORS

NOMINATION COMMITTEE Amrit & CompanyV.M. Mohan, Kareed & Co

Chairman Stella Soo Geok Choo & CoSimon @ Flam Fernandez Syarikat Ng & AnnuarMembers Michael Chow Advocates & SolicitorsRajesh Kumar A/L Gejinder Nath Shearn Delamore & Co

Joseph Chambers Advocates & SolicitorsPragna A/P K M Kamdar

AUDITORSCOMPANY SECRETARIES

PKF Malaysia (AF: 0911)Lim Seck Wah Chartered Accountants(MAICSA NO.: 0799845)M. Chandrasegaran A/L S. Murugasu STOCK EXCHANGE LISTING(MAICSA NO.: 0781031)

Main Market of Bursa Malaysia Securities BerhadREGISTERED OFFICE

Level 15-2, Bangunan Faber Imperial Court STOCK CODE: KAMDARJalan Sultan Ismail STOCK NUMBER: 867250250 Kuala LumpurTel: 03-26924271Fax: 03-27325388

SHARE REGISTRAR

MEGA CORPORATE SERVICES SDN. BHD. (Company No.: 187984-H)Level 15-2, Bangunan Faber Imperial CourtJalan Sultan Ismail 50250 Kuala LumpurTel No. : 03-26924271Fax No. : 03-27325388

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Sixteenth Annual General Meeting (“AGM”) of the members of the Company will be held at Royal Selangor Club, Grand Ballroom, 1st Floor, Jalan Raja, 50704 Kuala Lumpur on Monday, 10 September 2018 at 10.00 a.m. for the following purposes:- AGENDAAS ORDINARY BUSINESS

1. To receive the Audited Financial Statements for the financial year ended 31 March 2018 (1 January 2017 to 31 March 2018) together with the Directors' and Auditors' Reports thereon.

Please refer to Note A

2. To approve the payment of Directors’ fees and benefits totaling to RM1,437,801 for the financial year ended 31 March 2018 (1 January 2017 to 31 March 2018).

OrdinaryResolution 1

3. To re-elect the following director retiring pursuant to the Company’s Articles of Association and being eligible, has offered himself for re-election :-

- Kamal Kumar Kishorchandra Kamdar (Article 102)OrdinaryResolution 2

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


AS SPECIAL BUSINESS To consider, and if thought fit, to pass the following Resolution:

ORDINARY RESOLUTION1. AUTHORITY TO ALLOT SHARES PURSUANT TO SECTION 75 (1) OF THE

COMPANIES ACT, 2016

“That pursuant to Section 75 (1) of the Companies Act, 2016 and subject to the approvals of the relevant governmental and/or regulatory authorities, the Directors be and are hereby empowered to issue new shares in the Company from time to time 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 issued share capital of the Company thereat AND THAT such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company AND THAT the Directors be and are hereby also authorised to obtain the approval from Bursa Malaysia Securities Berhad for the listing and quotation of the additional shares so allotted.”

Ordinary Resolution 4

2. To transact any other business which may properly be transacted at an Annual General Meeting for which due notice shall have been given.

By order of the Board

LIM SECK WAH (MAICSA 0799845)M. CHANDRASEGARAN A/L S. MURUGASU (MAICSA 0781031) Company Secretaries Dated this: 31 July 2018Kuala Lumpur


Corporate Information

BOARD OF DIRECTORS

Kamal Kumar Kishorchandra Kamdar – Chairman / Managing DirectorChia Lee Hoon – Executive Director Rajesh Kumar A/L Gejinder Nath – Independent Non-Executive Director Simon @ Flam Fernandez – Independent Non-Executive DirectorPragna A/P K M Kamdar – Non-Independent Non-Executive Director

AUDIT COMMITEE PRINCIPAL BANKERS

Chairman Affin Bank BerhadSimon @ Flam Fernandez AmBank BerhadMembers Bank Islam Malaysia BerhadRajesh Kumar A/L Gejinder Nath CIMB Bank BerhadPragna A/P K M Kamdar Hong Leong Bank Berhad

Malayan Banking BerhadREMUNERATION COMMITEE OCBC Bank (Malaysia) Berhad

Public Bank BerhadChairman RHB Bank BerhadRajesh Kumar A/L Gejinder Nath Standard Chartered Bank Malaysia BerhadMembers United Overseas Bank (M) BerhadPragna A/P K.M KamdarSimon @ Flam Fernandez SOLICITORS

NOMINATION COMMITTEE Amrit & CompanyV.M. Mohan, Kareed & Co

Chairman Stella Soo Geok Choo & CoSimon @ Flam Fernandez Syarikat Ng & AnnuarMembers Michael Chow Advocates & SolicitorsRajesh Kumar A/L Gejinder Nath Shearn Delamore & Co

Joseph Chambers Advocates & SolicitorsPragna A/P K M Kamdar

AUDITORSCOMPANY SECRETARIES

PKF Malaysia (AF: 0911)Lim Seck Wah Chartered Accountants(MAICSA NO.: 0799845)M. Chandrasegaran A/L S. Murugasu STOCK EXCHANGE LISTING(MAICSA NO.: 0781031)

Main Market of Bursa Malaysia Securities BerhadREGISTERED OFFICE

Level 15-2, Bangunan Faber Imperial Court STOCK CODE: KAMDARJalan Sultan Ismail STOCK NUMBER: 867250250 Kuala LumpurTel: 03-26924271Fax: 03-27325388

SHARE REGISTRAR

MEGA CORPORATE SERVICES SDN. BHD. (Company No.: 187984-H)Level 15-2, Bangunan Faber Imperial CourtJalan Sultan Ismail 50250 Kuala LumpurTel No. : 03-26924271Fax No. : 03-27325388

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Sixteenth Annual General Meeting (“AGM”) of the members of the Company will be held at Royal Selangor Club, Grand Ballroom, 1st Floor, Jalan Raja, 50704 Kuala Lumpur on Monday, 10 September 2018 at 10.00 a.m. for the following purposes:- AGENDAAS ORDINARY BUSINESS

1. To receive the Audited Financial Statements for the financial year ended 31 March 2018 (1 January 2017 to 31 March 2018) together with the Directors' and Auditors' Reports thereon.

Please refer to Note A

2. To approve the payment of Directors’ fees and benefits totaling to RM1,437,801 for the financial year ended 31 March 2018 (1 January 2017 to 31 March 2018).


3. To re-elect the following director retiring pursuant to the Company’s Articles of Association and being eligible, has offered himself for re-election :-

- Kamal Kumar Kishorchandra Kamdar (Article 102)OrdinaryResolution 2

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


AS SPECIAL BUSINESS To consider, and if thought fit, to pass the following Resolution:

ORDINARY RESOLUTION1. AUTHORITY TO ALLOT SHARES PURSUANT TO SECTION 75 (1) OF THE

COMPANIES ACT, 2016

“That pursuant to Section 75 (1) of the Companies Act, 2016 and subject to the approvals of the relevant governmental and/or regulatory authorities, the Directors be and are hereby empowered to issue new shares in the Company from time to time 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 issued share capital of the Company thereat AND THAT such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company AND THAT the Directors be and are hereby also authorised to obtain the approval from Bursa Malaysia Securities Berhad for the listing and quotation of the additional shares so allotted.”

Ordinary Resolution 4

2. To transact any other business which may properly be transacted at an Annual General Meeting for which due notice shall have been given.

By order of the Board

LIM SECK WAH (MAICSA 0799845)M. CHANDRASEGARAN A/L S. MURUGASU (MAICSA 0781031) Company Secretaries Dated this: 31 July 2018Kuala Lumpur


Notes:

A.

B.

This Agenda item is meant for discussion only as the provision of Section 251 (1) (a) of the Companies Act, 2016 and the Company’s Constitution do not require a formal approval of the shareholders and hence, is not put forward for voting. The Company has change its financial year end from 31 December to 31 March. The audited financial statements are made up from 1 January 2017 to 31 March 2018.

Mr Rajesh Kumar A/L Gejinder Nath who is due for retirement in accordance with Article 102 of the Company’s Articles of Association at this 16th AGM of the Company and being eligible for re-election, does not wish to seek for re-election as Director of the Company as he has been appointed as the President of the Strata Tribunal.

1. For the purpose of determining a member who shall be entitled to attend and vote at the Annual General Meeting, the Company shall be requesting the Record of Depositors as at 4 September 2018. Only a depositor whose name appears on the Record of Depositors as at 4 September 2018 shall be entitled to attend the said meeting or appoint proxies to attend, speak and vote on his/her stead.

2. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his/her stead. A member may appoint up to two proxies to attend the same meeting provided that he specifies the proportion of his shareholding to be represented by each proxy. A proxy may but need not be a member of the Company and a member may appoint any person to be his proxy.

3. Where a member is an authorised nominee as defined under the Security Industry (Central Depositories) Act, 1991, it may appoint at least one (1) proxy in respect of each Securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.

4. A member who is an exempt authorized nominee is entitled to appoint multiple proxies for each omnibus account it holds.

5. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorized in writing or, if the appointer is a corporation, either under the Corporation’s Common Seal or under the hand of an officer or attorney so authorized.

6. The Form of Proxy must be deposited at the Registered Office of the Company at Level 15-2, Bangunan Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur not less than 48 hours before the time set for holding the meeting or any adjournment thereof.

Notice of Annual General Meeting (Cont’d)

7. Explanatory Notes To Special Businesses

7.1 Resolution Pursuant to Section 75 (1) of the Companies Act, 2016

The proposed Ordinary Resolution no. 4 is a renewal of the mandate given to the Company by the shareholders at the previous Annual General Meeting held on 14 June 2017, if duly passed, will give the Directors of the Company the flexibility to issue and allot new shares in the Company up to an amount not exceeding in total 10% of the issued share capital of the Company for such purposes as the Directors consider would be in the interest of the Company. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of next Annual General Meeting of the Company.

The Company continues to consider opportunities to broaden its earnings potential. If any of the expansion/ diversification proposals involves the allotment of new shares, the Directors, under certain circumstance when the opportunity arises, would have to convene a general meeting to approve the issue of new shares even though the number involved may be less than 10% of the issued capital.

In order to avoid any delay and costs involved in convening a general meeting to approve such issue of shares, it is thus considered appropriate that the Directors be empowered to allot shares in the Company, up to any amount not exceeding in total 10% of the issued share capital of the Company thereat. The renewed authority will provide flexibility to the Company for the allotment of shares for the purpose of funding future investment, working capital and/ or acquisitions.

No shares have been issued and allotted by the Company since obtaining the said authority from its shareholders at the last Annual General Meeting held on 14 June 2017.



Notes:

A.

B.

This Agenda item is meant for discussion only as the provision of Section 251 (1) (a) of the Companies Act, 2016 and the Company’s Constitution do not require a formal approval of the shareholders and hence, is not put forward for voting. The Company has change its financial year end from 31 December to 31 March. The audited financial statements are made up from 1 January 2017 to 31 March 2018.

Mr Rajesh Kumar A/L Gejinder Nath who is due for retirement in accordance with Article 102 of the Company’s Articles of Association at this 16th AGM of the Company and being eligible for re-election, does not wish to seek for re-election as Director of the Company as he has been appointed as the President of the Strata Tribunal.

1. For the purpose of determining a member who shall be entitled to attend and vote at the Annual General Meeting, the Company shall be requesting the Record of Depositors as at 4 September 2018. Only a depositor whose name appears on the Record of Depositors as at 4 September 2018 shall be entitled to attend the said meeting or appoint proxies to attend, speak and vote on his/her stead.







7. Explanatory Notes To Special Businesses

7.1 Resolution Pursuant to Section 75 (1) of the Companies Act, 2016

The proposed Ordinary Resolution no. 4 is a renewal of the mandate given to the Company by the shareholders at the previous Annual General Meeting held on 14 June 2017, if duly passed, will give the Directors of the Company the flexibility to issue and allot new shares in the Company up to an amount not exceeding in total 10% of the issued share capital of the Company for such purposes as the Directors consider would be in the interest of the Company. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of next Annual General Meeting of the Company.

The Company continues to consider opportunities to broaden its earnings potential. If any of the expansion/ diversification proposals involves the allotment of new shares, the Directors, under certain circumstance when the opportunity arises, would have to convene a general meeting to approve the issue of new shares even though the number involved may be less than 10% of the issued capital.

In order to avoid any delay and costs involved in convening a general meeting to approve such issue of shares, it is thus considered appropriate that the Directors be empowered to allot shares in the Company, up to any amount not exceeding in total 10% of the issued share capital of the Company thereat. The renewed authority will provide flexibility to the Company for the allotment of shares for the purpose of funding future investment, working capital and/ or acquisitions.

No shares have been issued and allotted by the Company since obtaining the said authority from its shareholders at the last Annual General Meeting held on 14 June 2017.



Directors’ Profile

1. KAMAL KUMAR KISHORCHANDRA KAMDAR – Chairman / Managing Director

Mr. Kamal Kumar, a Malaysian, aged 48. He graduated with an LLB (Hons) Degree from Leicester University, and completed the Barrister at Law at Middle Temple, United Kingdom. He was previously a manager of Kamdar Sdn Bhd. He is also a director of several private limited companies.

He was appointed as a Non-Independent Non-Executive Director of Kamdar Group (M) Berhad (“KGMB”) on 16 February 2005 and re-designated to Executive Director on 5 June 2008 and was subsequently re-designated to Managing Director on 27 May 2011. On 24 April 2015, he was appointed as Chairman of the Board. He is also a director of all the subsidiaries under the KGMB Group.

He holds 57,118,715 shares in KGMB. He is a sibling to Pragna A/P K M Kamdar and has family relationship with substantial shareholders of KGMB. He has no conflict of interest with KGMB and has no convictions for offences within the past five years except for traffic offences, if any.

He had attended all the 6 Board Meetings held during the financial year.

2. CHIA LEE HOON – Executive Director

Ms. Chia Lee Hoon, a Malaysian, age 55. She is a Certified Chartered Accountant, a member of the Association of Chartered Certified Accountants (ACCA) since 2005 and a member of Malaysian Institute of Accountants (MIA) since 2006.

She joined Kamdar as an Accounts Clerk in 1987. She gained vast experience in accounting and was promoted to Group Finance Manager in 2003. She is presently the Group Financial Controller and is responsible for the financial management of KGMB and its group and had been serving the Group for the past thirty (30) years.

She was appointed as an Executive Director of KGMB on 2 March 2009 but resigned on 18 May 2011. Subsequently, she was appointed as an Executive Director of KGMB on 24 April 2015 which she is currently holding.

She does not hold any shares in KGMB. She has no family relationship with other directors or major shareholders of KGMB. She has no conflict of interest with KGMB and has no convictions for offences within the past five years except for traffic offences, if any.

She had attended all the 6 Board Meetings held during the financial year.

3. RAJESH KUMAR A/L GEJINDER NATH – Independent Non-Executive Director

Mr. Rajesh Kumar A/L Gejinder Nath, a Malaysian, age 50. He graduated with a Bachelor of Letters and Law (Hons) from University of London in 1992. In 1995, he was admitted to the Malaysian Bar. He has since been active in legal practice covering a vast scope of litigation matters pertaining to civil, commercial and corporate litigation, construction claims and disputes, industrial relations and appellate matters. He is currently a partner of Messrs. Vicknaraj, R.D. Ratnam, Rajesh Kumar & Associates. He is also a member of the Malaysian BAR Council Disciplinary Committee.

He was appointed as an Independent Non-Executive Director of KGMB on 18 May 2011. He is the Chairman of the Remuneration Committee and a member of the Nomination and Audit Committees.

Directors’ Profile (Cont’d)

3. RAJESH KUMAR A/L GEJINDER NATH – Independent Non-Executive Director (cont’d)

He does not hold any shares in KGMB. He has no family relationship with other directors or major shareholders of KGMB. He has no conflict of interest with KGMB and has no convictions for offences within the past five years except for traffic offences.

He had attended 5 out of 6 Board Meetings held during the financial year.

4. SIMON @ FLAM FERNANDEZ – Independent Non-Executive Director

Mr. Simon @ Flam Fernandez, a Malaysian, age 66. He is a Chartered Accountant and a member of the Institute of Chartered Accountants of England and Wales.

He started his career since the graduation until December 1984 as Audit Senior in Leigh Sorene and Lawson and Gainsford Elliot, United Kingdom (UK). In January 1985 till October 1994, he joined Schiavi Pole Brett and Fuller Gowing in UK as Audit Manager. In December 1994 to July 1997, he was with HSS Integrated Sdn. Bhd. as Finance Manager. In August 1997 to May 2000, he worked as Chief Financial Officer in Polyfelt Asia (Manufacturing) Sdn. Bhd. and from September 2000 to April 2003, he worked as SAP Consultant with Magnus Management Consultants Sdn. Bhd. Thereafter, he worked as a Project Manager / System Designer from May 2003 till June 2005. In July 2005, he joined Servicom Holdings Sdn. Bhd. as Group Chief Financial Officer, until 31st May 2016.

He was appointed as an Independent Non-Executive Director of KGMB on 15 September 2015. He is the Chairman of the Audit and Nomination Committees and a member of the Remuneration Committee.

He does not hold any shares in KGMB. He has no family relationship with other directors or major shareholders of KGMB. He has no conflict of interest with KGMB and has no convictions for offences within the past five years except for the traffic offences.


5. PRAGNA A/P K M KAMDAR – Non-Independent Non-Executive Director

Ms. Pragna, a Malaysian, aged 50. She graduated in 2010 with CES Certificate, SAEA.

She started her career in 2004 as Real Estate Agent, ERA until 2012. From 2012 till 2014, she worked with Dennis Wee Group as Real Estate Agent.

She was appointed as a Non-Independent Non-Executive Director of KGMB on 2 March 2016. She is a member of the Audit, Nomination and Remuneration Committees.

She does not hold any directorships in any other public companies.

She holds 9,913,256 shares in KGMB. She is a sibling to Kamal Kumar Kishorchandra Kamdar and has family relationship with substantial shareholders of KGMB. She has no conflict of interest with KGMB and has no convictions for offences within the past five years except for traffic offences, if any.



Directors’ Profile

1. KAMAL KUMAR KISHORCHANDRA KAMDAR – Chairman / Managing Director

Mr. Kamal Kumar, a Malaysian, aged 48. He graduated with an LLB (Hons) Degree from Leicester University, and completed the Barrister at Law at Middle Temple, United Kingdom. He was previously a manager of Kamdar Sdn Bhd. He is also a director of several private limited companies.

He was appointed as a Non-Independent Non-Executive Director of Kamdar Group (M) Berhad (“KGMB”) on 16 February 2005 and re-designated to Executive Director on 5 June 2008 and was subsequently re-designated to Managing Director on 27 May 2011. On 24 April 2015, he was appointed as Chairman of the Board. He is also a director of all the subsidiaries under the KGMB Group.

He holds 57,118,715 shares in KGMB. He is a sibling to Pragna A/P K M Kamdar and has family relationship with substantial shareholders of KGMB. He has no conflict of interest with KGMB and has no convictions for offences within the past five years except for traffic offences, if any.


2. CHIA LEE HOON – Executive Director

Ms. Chia Lee Hoon, a Malaysian, age 55. She is a Certified Chartered Accountant, a member of the Association of Chartered Certified Accountants (ACCA) since 2005 and a member of Malaysian Institute of Accountants (MIA) since 2006.

She joined Kamdar as an Accounts Clerk in 1987. She gained vast experience in accounting and was promoted to Group Finance Manager in 2003. She is presently the Group Financial Controller and is responsible for the financial management of KGMB and its group and had been serving the Group for the past thirty (30) years.

She was appointed as an Executive Director of KGMB on 2 March 2009 but resigned on 18 May 2011. Subsequently, she was appointed as an Executive Director of KGMB on 24 April 2015 which she is currently holding.

She does not hold any shares in KGMB. She has no family relationship with other directors or major shareholders of KGMB. She has no conflict of interest with KGMB and has no convictions for offences within the past five years except for traffic offences, if any.


3. RAJESH KUMAR A/L GEJINDER NATH – Independent Non-Executive Director

Mr. Rajesh Kumar A/L Gejinder Nath, a Malaysian, age 50. He graduated with a Bachelor of Letters and Law (Hons) from University of London in 1992. In 1995, he was admitted to the Malaysian Bar. He has since been active in legal practice covering a vast scope of litigation matters pertaining to civil, commercial and corporate litigation, construction claims and disputes, industrial relations and appellate matters. He is currently a partner of Messrs. Vicknaraj, R.D. Ratnam, Rajesh Kumar & Associates. He is also a member of the Malaysian BAR Council Disciplinary Committee.

He was appointed as an Independent Non-Executive Director of KGMB on 18 May 2011. He is the Chairman of the Remuneration Committee and a member of the Nomination and Audit Committees.

Directors’ Profile (Cont’d)

3. RAJESH KUMAR A/L GEJINDER NATH – Independent Non-Executive Director (cont’d)

He does not hold any shares in KGMB. He has no family relationship with other directors or major shareholders of KGMB. He has no conflict of interest with KGMB and has no convictions for offences within the past five years except for traffic offences.

He had attended 5 out of 6 Board Meetings held during the financial year.

4. SIMON @ FLAM FERNANDEZ – Independent Non-Executive Director

Mr. Simon @ Flam Fernandez, a Malaysian, age 66. He is a Chartered Accountant and a member of the Institute of Chartered Accountants of England and Wales.

He started his career since the graduation until December 1984 as Audit Senior in Leigh Sorene and Lawson and Gainsford Elliot, United Kingdom (UK). In January 1985 till October 1994, he joined Schiavi Pole Brett and Fuller Gowing in UK as Audit Manager. In December 1994 to July 1997, he was with HSS Integrated Sdn. Bhd. as Finance Manager. In August 1997 to May 2000, he worked as Chief Financial Officer in Polyfelt Asia (Manufacturing) Sdn. Bhd. and from September 2000 to April 2003, he worked as SAP Consultant with Magnus Management Consultants Sdn. Bhd. Thereafter, he worked as a Project Manager / System Designer from May 2003 till June 2005. In July 2005, he joined Servicom Holdings Sdn. Bhd. as Group Chief Financial Officer, until 31st May 2016.

He was appointed as an Independent Non-Executive Director of KGMB on 15 September 2015. He is the Chairman of the Audit and Nomination Committees and a member of the Remuneration Committee.

He does not hold any shares in KGMB. He has no family relationship with other directors or major shareholders of KGMB. He has no conflict of interest with KGMB and has no convictions for offences within the past five years except for the traffic offences.


5. PRAGNA A/P K M KAMDAR – Non-Independent Non-Executive Director

Ms. Pragna, a Malaysian, aged 50. She graduated in 2010 with CES Certificate, SAEA.

She started her career in 2004 as Real Estate Agent, ERA until 2012. From 2012 till 2014, she worked with Dennis Wee Group as Real Estate Agent.

She was appointed as a Non-Independent Non-Executive Director of KGMB on 2 March 2016. She is a member of the Audit, Nomination and Remuneration Committees.

She does not hold any directorships in any other public companies.

She holds 9,913,256 shares in KGMB. She is a sibling to Kamal Kumar Kishorchandra Kamdar and has family relationship with substantial shareholders of KGMB. She has no conflict of interest with KGMB and has no convictions for offences within the past five years except for traffic offences, if any.



Profile of Key Senior Management

HAMENDRA A/L B.M.KAMDARAge 65, MalaysianExecutive Director, Subsidiaries of the Group

Mr Hamendra has over 45 years experience in the textile and textile-related industries. After completing his Senior Cambridge in 1970, he joined Kesar as a Sales Executive in 1972 and in 1976 became a director of Kesar.

He was appointed as an Executive Director of KGMB on 10 November 2004 and resigned on 24 April 2015. He is also a director of Kamdar Sdn Bhd, Kamdar Holdings Sdn Bhd, Kamdar Stores Sdn Bhd, Kamdar (B) Sdn Bhd, Mint Saga (M) Sdn Bhd, Kesar Sdn Bhd, Orisea Sdn Bhd, Beauty Gallant Sdn Bhd, Pusat Membeli-belah Kamdar Sdn Bhd and Pusat Membeli-belah (Penang) Sdn Bhd under the KGMB Group.

In February 2018, he was redesignated as a Consultant for the Group.

He does not have any directorship in public companies and listed issuers. He has family relationship with a substantial shareholder of KGMB. He has no conflict of interest with KGMB and has no conviction for offences within the past 5 years except for traffic offences, if any.

DATO’ JUGAL KISHOR SHIVLAL59, MalaysianGeneral Manager (Operations & Human Resources)

Dato’ Jugal Kishor Shivlal serves as General Manager (Operations & Human Resources).

He joined Kamdar in December 1992 as a manager and over the years has gained extensive knowledge of retail operations. He is responsible for managing the operations of all branches and manage the human resource function for the company. He was appointed as key senior management on 1 May 2012.

He graduated with a Advanced Diploma in Logistics Management from Chartered Institute of Logistics and Transport in 2011 and an Executive MBA in Retail Management from Open University Malaysia in 2013.

He does not have any directorship in public companies and listed issuers. He has no conflict of interest with KGMB and has no conviction for offences within the past 5 years except for traffic offences, if any.

ANBALAGAN GOVINDARAJOO54, MalaysianRegional Manager (East Coast & South branches)

Mr Anbalagan Govindarajoo first joined Kamdar in 1992 as Store Supervisor and promoted as Branch Manager in 1993. He was appointed as East Coast Regional Manager in 2006. He left the company in June 2016 and rejoined in March 2017 as Regional Manager for the East Coast and Southern Branches. He is responsible for managing the marketing efforts and daily operations in the East Coast and South of Malaysia.

He graduated from University Malaya with a degree in Economics and Management.


K AMDARKAMDAR GROUP (M) BERHAD

100%Kamdar (B)Sdn. Bhd.

100%Kamdar Sdn. Bhd.

100%Pusat Membeli-belahKamdar Sdn. Bhd.

100%Pusat Membeli-belahKamdar (Penang)

Sdn. Bhd.

100%Kamdar (South)

Sdn. Bhd.

100%Kesar Sdn. Bhd.

100%Kamdar Holdings

Sdn. Bhd.

100%Kamdar Stores

Sdn. Bhd.

100%Mint Saga (M)

Sdn. Bhd.

100%Beauty Gallant

Sdn. Bhd.

100%Orisea Trade

Sdn. Bhd.

Corporate Structure


Profile of Key Senior Management

HAMENDRA A/L B.M.KAMDARAge 65, MalaysianExecutive Director, Subsidiaries of the Group

Mr Hamendra has over 45 years experience in the textile and textile-related industries. After completing his Senior Cambridge in 1970, he joined Kesar as a Sales Executive in 1972 and in 1976 became a director of Kesar.

He was appointed as an Executive Director of KGMB on 10 November 2004 and resigned on 24 April 2015. He is also a director of Kamdar Sdn Bhd, Kamdar Holdings Sdn Bhd, Kamdar Stores Sdn Bhd, Kamdar (B) Sdn Bhd, Mint Saga (M) Sdn Bhd, Kesar Sdn Bhd, Orisea Sdn Bhd, Beauty Gallant Sdn Bhd, Pusat Membeli-belah Kamdar Sdn Bhd and Pusat Membeli-belah (Penang) Sdn Bhd under the KGMB Group.

In February 2018, he was redesignated as a Consultant for the Group.

He does not have any directorship in public companies and listed issuers. He has family relationship with a substantial shareholder of KGMB. He has no conflict of interest with KGMB and has no conviction for offences within the past 5 years except for traffic offences, if any.

DATO’ JUGAL KISHOR SHIVLAL59, MalaysianGeneral Manager (Operations & Human Resources)

Dato’ Jugal Kishor Shivlal serves as General Manager (Operations & Human Resources).

He joined Kamdar in December 1992 as a manager and over the years has gained extensive knowledge of retail operations. He is responsible for managing the operations of all branches and manage the human resource function for the company. He was appointed as key senior management on 1 May 2012.

He graduated with a Advanced Diploma in Logistics Management from Chartered Institute of Logistics and Transport in 2011 and an Executive MBA in Retail Management from Open University Malaysia in 2013.


ANBALAGAN GOVINDARAJOO54, MalaysianRegional Manager (East Coast & South branches)

Mr Anbalagan Govindarajoo first joined Kamdar in 1992 as Store Supervisor and promoted as Branch Manager in 1993. He was appointed as East Coast Regional Manager in 2006. He left the company in June 2016 and rejoined in March 2017 as Regional Manager for the East Coast and Southern Branches. He is responsible for managing the marketing efforts and daily operations in the East Coast and South of Malaysia.

He graduated from University Malaya with a degree in Economics and Management.


K AMDARKAMDAR GROUP (M) BERHAD

100%Kamdar (B)Sdn. Bhd.

100%Kamdar Sdn. Bhd.

100%Pusat Membeli-belahKamdar Sdn. Bhd.

100%Pusat Membeli-belahKamdar (Penang)

Sdn. Bhd.

100%Kamdar (South)

Sdn. Bhd.

100%Kesar Sdn. Bhd.

100%Kamdar Holdings

Sdn. Bhd.

100%Kamdar Stores

Sdn. Bhd.

100%Mint Saga (M)

Sdn. Bhd.

100%Beauty Gallant

Sdn. Bhd.

100%Orisea Trade

Sdn. Bhd.

Corporate Structure


Management Discussion and Analysis

CORPORATE PROFILE

Kamdar Group (M) Berhad operates a chain of Fabric and Clothing based department stores throughout Malaysia with 28 retail stores. We also have a wholesale business that supplies fabrics to other retailers as well as fashion houses, decorators, designers and to hotels, hospitals, service apartments and homes. We also have investments in properties most of which are used for the purpose of the trading operations or rented out.

The retail market has been facing challenging times over the last few years since the introduction of the Goods and Service Tax and the inflation caused by the decline in the value of the ringgit and disruptive e-commerce and online shopping. Together with the increasing cost of doing business this continues to impact our turnover and profitability.

In dealing with these challenges, our strategy has been to reduce unprofitable branches as well as streamline operations and reduce cost wherever possible. In the long-run we seek to reinvent our business format and delivery systems. We have taken steps to refresh our Brand Image and Positioning as well as relocate and improve the outlook of our stores to remain relevant in the ever changing market.

FINANCIAL REVIEW

Revenue

The Group’s revenue for the financial year ended 31 March 2018 (“FYE 2018”) was RM175.63 million compared to RM165.17 million in the financial year ended 31 December 2016 (“FYE 2016”). The increase in revenue was mainly due to the change of our financial year end from 31 December to 31 March. Thus, our current audited consolidated financial statement was a 15-month FYE 2018.

The Group is organised into two major business units based on their products and services. The revenue breakdown is tabulated below:

Business Unit FYE 2018 (RM) FYE 2016 (RM)

Retailing textile and textile based products 175,012,120 163,379,783

Investment 617,854 1,793,026

Total 175,629,974 165,172,809

Profitability

Our financial performance FYE 2018 (RM) FYE 2016 (RM)

Revenue 175,629,974 165,172,809

Profit before tax (“PBT”) 6,912,011 4,581,667

Profit after tax (“PAT”) 3,085,131 1,650,072

PBT margin 3.94% 2.77%

PAT margin 1.76% 1.00%

The PAT in FYE 2018 increased by 87.27% to RM3.09 million as compared to RM1.65 million in FYE 2016 mainly due to higher revenue, gross profit and other income recorded in the FYE 2018.

Management Discussion and Analysis (Cont’d)

Other income

Other income in FYE2018 increased to RM4.62 million compared to RM2.05 million in FYE 2016 mainly due to an insurance claim of RM1.59 million, rental income of RM1.04 million, fair value gain on investment properties of RM1.03 million, interest income of RM0.32 million and realised gain on foreign exchange of RM0.56 million.

Administrative, Selling and Other Expenses

FYE 2018 (RM) FYE 2016 (RM)

Selling expenses 3,003,303 3,301,644

Administrative expenses 57,336,127 53,378,248

Other expenses 1,342,381 1,647,082

Total 61,681,811 58,326,974

Total selling, administrative and other expenses increased to RM61.68 million as compared to the preceding year of RM58.33 million mainly due to a 15-month FYE 2018.

Taxes

The Group’s income tax expense was RM3.83 million in FYE 2018.The effective tax payable for FYE 2018 was highin comparison to the profit of the group mainly due to the non-availability of Group tax relief in respect of losses suffered by the trading companies against the gains achieved by other companies and also due to some expenses that are non-tax deductible.

Financial Position and Liquidity

Cash Flows

FYE 2018 (RM) FYE 2016 (RM)

Operating activities 28,589,873 (11,702,078)

Investing activities (3,333,541) (1,881,220)

Financing activities (21,983,644) 13,910,988

Net changes in cash and cash equivalents 3,272,688 327,690

Our Group’s net cash and cash equivalents increased by RM3.27 million as at 31 March 2018. With the RM28.60 million of cash generated from operating activities, the cash generated has been spent on capital expenditure of RM3.80 million, as well as the repayment of bankers’ acceptance and borrowings of RM18.11 million and RM4.97 million respectively during the reporting period.

Total Assets

Non-current assets largely comprising property, plant and equipment and investment properties, marginally increased to RM184.26 million as at 31March 2018 from RM184.14 million as at 31st December 2016. This mainly due to the addition in capital expenditure of RM3.80 million and increase in fair value gain on investment properties of RM1.03 million and mitigated by the depreciation and amortisation expenses of RM4.23 million during the reporting period.


Management Discussion and Analysis

CORPORATE PROFILE

Kamdar Group (M) Berhad operates a chain of Fabric and Clothing based department stores throughout Malaysia with 28 retail stores. We also have a wholesale business that supplies fabrics to other retailers as well as fashion houses, decorators, designers and to hotels, hospitals, service apartments and homes. We also have investments in properties most of which are used for the purpose of the trading operations or rented out.

The retail market has been facing challenging times over the last few years since the introduction of the Goods and Service Tax and the inflation caused by the decline in the value of the ringgit and disruptive e-commerce and online shopping. Together with the increasing cost of doing business this continues to impact our turnover and profitability.

In dealing with these challenges, our strategy has been to reduce unprofitable branches as well as streamline operations and reduce cost wherever possible. In the long-run we seek to reinvent our business format and delivery systems. We have taken steps to refresh our Brand Image and Positioning as well as relocate and improve the outlook of our stores to remain relevant in the ever changing market.

FINANCIAL REVIEW

Revenue

The Group’s revenue for the financial year ended 31 March 2018 (“FYE 2018”) was RM175.63 million compared to RM165.17 million in the financial year ended 31 December 2016 (“FYE 2016”). The increase in revenue was mainly due to the change of our financial year end from 31 December to 31 March. Thus, our current audited consolidated financial statement was a 15-month FYE 2018.

The Group is organised into two major business units based on their products and services. The revenue breakdown is tabulated below:

Business Unit FYE 2018 (RM) FYE 2016 (RM)

Retailing textile and textile based products 175,012,120 163,379,783

Investment 617,854 1,793,026

Total 175,629,974 165,172,809

Profitability

Our financial performance FYE 2018 (RM) FYE 2016 (RM)

Revenue 175,629,974 165,172,809

Profit before tax (“PBT”) 6,912,011 4,581,667

Profit after tax (“PAT”) 3,085,131 1,650,072

PBT margin 3.94% 2.77%

PAT margin 1.76% 1.00%

The PAT in FYE 2018 increased by 87.27% to RM3.09 million as compared to RM1.65 million in FYE 2016 mainly due to higher revenue, gross profit and other income recorded in the FYE 2018.


Other income

Other income in FYE2018 increased to RM4.62 million compared to RM2.05 million in FYE 2016 mainly due to an insurance claim of RM1.59 million, rental income of RM1.04 million, fair value gain on investment properties of RM1.03 million, interest income of RM0.32 million and realised gain on foreign exchange of RM0.56 million.

Administrative, Selling and Other Expenses

FYE 2018 (RM) FYE 2016 (RM)

Selling expenses 3,003,303 3,301,644

Administrative expenses 57,336,127 53,378,248

Other expenses 1,342,381 1,647,082

Total 61,681,811 58,326,974

Total selling, administrative and other expenses increased to RM61.68 million as compared to the preceding year of RM58.33 million mainly due to a 15-month FYE 2018.

Taxes

The Group’s income tax expense was RM3.83 million in FYE 2018.The effective tax payable for FYE 2018 was highin comparison to the profit of the group mainly due to the non-availability of Group tax relief in respect of losses suffered by the trading companies against the gains achieved by other companies and also due to some expenses that are non-tax deductible.

Financial Position and Liquidity

Cash Flows

FYE 2018 (RM) FYE 2016 (RM)

Operating activities 28,589,873 (11,702,078)

Investing activities (3,333,541) (1,881,220)

Financing activities (21,983,644) 13,910,988

Net changes in cash and cash equivalents 3,272,688 327,690

Our Group’s net cash and cash equivalents increased by RM3.27 million as at 31 March 2018. With the RM28.60 million of cash generated from operating activities, the cash generated has been spent on capital expenditure of RM3.80 million, as well as the repayment of bankers’ acceptance and borrowings of RM18.11 million and RM4.97 million respectively during the reporting period.

Total Assets

Non-current assets largely comprising property, plant and equipment and investment properties, marginally increased to RM184.26 million as at 31March 2018 from RM184.14 million as at 31st December 2016. This mainly due to the addition in capital expenditure of RM3.80 million and increase in fair value gain on investment properties of RM1.03 million and mitigated by the depreciation and amortisation expenses of RM4.23 million during the reporting period.



Total Assets (cont’d)

The current assets decreased to RM333.74 million as at 31 March 2018 from 350.46 million as at 31 December 2016, largely due to the decrease in inventories by 15.42 million as at 31 March 2018. The lower level of inventories recorded as at quarter end was due to March was the non-festive season to the Group’s business and better inventory management control.

Total Liabilities

Total liabilities mainly comprising borrowings, trade and other payables, and deferred tax liabilities, which decreased by 15.09% to RM111.40 million as at 31 March 2018 comparing to 31 December 2016. The decrease was largely due to the repayment of bankers’ acceptance of RM18.11 million during the reporting period.

The Group’s gearing ratio (Debt-to-equity ratio) is about 0.39 times as at FYE 2018 as compared to 0.48 times in the preceding year.

Shareholders’ Equity

Shareholders’ equity increased by RM3.09 million in FYE2018 due to PAT of RM3.09 million in FYE 2018.

Capital Management, Future Commitments and Funding services

The Group’s total capital commitments authorised and contracted for shop/office building amounted to RM0.06 million as at FYE 2018 as disclosed in Note 33 of the consolidated financial statements in this Annual Report.

A capital expenditure of RM5.00 million is budgeted for improvement of existing outlets and refurbishment of new outlets.

The Group finances its capital expenditure through cash generated from operations, short term and long term debt provided by licenced banks.

Future outlook

With the change in Government, the prudent spending and an expansionary economic policy should benefit the nation. The improvement in oil prices should buoy the economy. In time it is expected market sentiment should improve and overall consumption should increase. However we maintain a cautiously optimistic outlook. Meanwhile we continue to explore various possibilities for business expansion regionally and internationally.

Dividend

The Group does not have any dividend policy. The directors do not recommend any final dividend for the year ended 31 March 2018.

KAMAL KUMAR KISHORCHANDRA KAMDAR

Chairman/Managing Director

Statement of Sustainability

The Board of Directors acknowledges the importance of sustainability related issues and strive to fulfill the expectation of its stakeholders by enhancing its governance, social, environmental, and economic performance while ensuring the sustainability and operational success of the Company.

Sustainability at Kamdar is about the creation of value over time, for all our stakeholders, through an integrated approach to environmental, social and governance challenges and opportunities.

We align our operation with best practices and internationally recognized standards. Our sustainability agenda is focused on issues that are most material to our businesses and our stakeholders. In addressing our sustainability impacts and by better meeting society’s needs and expectation, we believe that we will also improve the long-term competitiveness and relevance of our businesses. Ultimately, it means that we are committed to being a responsible company that builds sustainable businesses. We make it a point to be will prepared for the challengers we face now, as well as those we may face in the future.

Kamdar recognizes the co-relationship between business growth and social well-being and welfare. Therefore, in fulfilling its corporate responsibility so to the community in which it conducts its business, Kamdar is obligated to nourish and improve the quality of the society at large.

Economic

Kamdar is committed to the economic viability and sustainability of its business. We aim to deliver sustainable long-term value and growth to our shareholders.

a) To deliver long-term growth, the company continuously explores, new business opportunities and maintains a pipeline of upcoming projects, including investment in our existing properties and new acquisitions

b) We apply a holistic, proactive and disciplined approach to the management of our portfolio and capital. Long-term consideration is built into our investment and business decisions. We ensure asset and service reliability by adopting best practices for the management and maintenance of assets, creating an efficient and cost effective supply chain.

c) We apply new and proven technologies and methodologies which increase efficiency, reduce costs and drive revenue growth, from point of sales to accounting software to warehouse management systems and analytical tools used in analyzing sales and future directions

d) We have initiated sales on ecommerce platforms from our own website to online marketplaces.

Environmental

a) Kamdar is committed to implementing environmentally friendly work processes while raising the environment awareness among its employees.

b) To responsibly manage and reduce our impact on the environment as well as to effectively manage environmental risks where we operate. We strive to procure products that are more environmentally friendly from factories that are less impactful on the environment and which comply with local regulations regarding waste management.

c) We comply with local regulations on the usage of single use plastic bags and encourage the use of recycled and recyclable bags.

d) We reduce our reliance on plastic and paper products and packaging and have introduced more energy saving measures including LED lighting in our stores.



Total Assets (cont’d)

The current assets decreased to RM333.74 million as at 31 March 2018 from 350.46 million as at 31 December 2016, largely due to the decrease in inventories by 15.42 million as at 31 March 2018. The lower level of inventories recorded as at quarter end was due to March was the non-festive season to the Group’s business and better inventory management control.

Total Liabilities

Total liabilities mainly comprising borrowings, trade and other payables, and deferred tax liabilities, which decreased by 15.09% to RM111.40 million as at 31 March 2018 comparing to 31 December 2016. The decrease was largely due to the repayment of bankers’ acceptance of RM18.11 million during the reporting period.

The Group’s gearing ratio (Debt-to-equity ratio) is about 0.39 times as at FYE 2018 as compared to 0.48 times in the preceding year.

Shareholders’ Equity

Shareholders’ equity increased by RM3.09 million in FYE2018 due to PAT of RM3.09 million in FYE 2018.

Capital Management, Future Commitments and Funding services

The Group’s total capital commitments authorised and contracted for shop/office building amounted to RM0.06 million as at FYE 2018 as disclosed in Note 33 of the consolidated financial statements in this Annual Report.

A capital expenditure of RM5.00 million is budgeted for improvement of existing outlets and refurbishment of new outlets.

The Group finances its capital expenditure through cash generated from operations, short term and long term debt provided by licenced banks.

Future outlook

With the change in Government, the prudent spending and an expansionary economic policy should benefit the nation. The improvement in oil prices should buoy the economy. In time it is expected market sentiment should improve and overall consumption should increase. However we maintain a cautiously optimistic outlook. Meanwhile we continue to explore various possibilities for business expansion regionally and internationally.

Dividend

The Group does not have any dividend policy. The directors do not recommend any final dividend for the year ended 31 March 2018.


Chairman/Managing Director

Statement of Sustainability

The Board of Directors acknowledges the importance of sustainability related issues and strive to fulfill the expectation of its stakeholders by enhancing its governance, social, environmental, and economic performance while ensuring the sustainability and operational success of the Company.

Sustainability at Kamdar is about the creation of value over time, for all our stakeholders, through an integrated approach to environmental, social and governance challenges and opportunities.

We align our operation with best practices and internationally recognized standards. Our sustainability agenda is focused on issues that are most material to our businesses and our stakeholders. In addressing our sustainability impacts and by better meeting society’s needs and expectation, we believe that we will also improve the long-term competitiveness and relevance of our businesses. Ultimately, it means that we are committed to being a responsible company that builds sustainable businesses. We make it a point to be will prepared for the challengers we face now, as well as those we may face in the future.

Kamdar recognizes the co-relationship between business growth and social well-being and welfare. Therefore, in fulfilling its corporate responsibility so to the community in which it conducts its business, Kamdar is obligated to nourish and improve the quality of the society at large.

Economic

Kamdar is committed to the economic viability and sustainability of its business. We aim to deliver sustainable long-term value and growth to our shareholders.

a) To deliver long-term growth, the company continuously explores, new business opportunities and maintains a pipeline of upcoming projects, including investment in our existing properties and new acquisitions

b) We apply a holistic, proactive and disciplined approach to the management of our portfolio and capital. Long-term consideration is built into our investment and business decisions. We ensure asset and service reliability by adopting best practices for the management and maintenance of assets, creating an efficient and cost effective supply chain.

c) We apply new and proven technologies and methodologies which increase efficiency, reduce costs and drive revenue growth, from point of sales to accounting software to warehouse management systems and analytical tools used in analyzing sales and future directions

d) We have initiated sales on ecommerce platforms from our own website to online marketplaces.

Environmental

a) Kamdar is committed to implementing environmentally friendly work processes while raising the environment awareness among its employees.

b) To responsibly manage and reduce our impact on the environment as well as to effectively manage environmental risks where we operate. We strive to procure products that are more environmentally friendly from factories that are less impactful on the environment and which comply with local regulations regarding waste management.

c) We comply with local regulations on the usage of single use plastic bags and encourage the use of recycled and recyclable bags.

d) We reduce our reliance on plastic and paper products and packaging and have introduced more energy saving measures including LED lighting in our stores.


Statement of Sustainability (Cont’d)

Welfare

a) We regard the health and safety our people as top priority, and exercise our duty of care by providing a working environment that exceeds regulatory obligation for our employees and others who work or visit our premises. We are also committed to enforcing safe working practices within our sphere of influence.

b) Kamdar is actively involved in developing and training of its employees, and providing manager training for graduates from colleges and universities.

c) To ensure the health and safety of our personnel we provide medical insurance and encourage regular medical check-ups and exercise to keep healthy.

Social

a) We regularly support and assist socially beneficial programs including providing clothes and uniforms to social welfare organisations and causes.

Governance

We maintain high standards of professional behavior and integrity from all levels in the company from the Directors to Management to the sales personnel and aim to be best in class for governance practices.

Corporate Governance Overview Statement

The Board of Directors of Kamdar Group (M) Berhad (“Kamdar” or “the Company”) is committed to cultivating a responsible organisation by instilling corporate conscience through excellence in Corporate Governance (“CG”) standards at all times. This includes accountability and transparency which is observed throughout the Group as a fundamental part of building a sustainable business and discharging its responsibilities to protect and enhance shareholders’ value and the financial performance of the Group.

The Board believes that good governance will help to realize long-term shareholders value, whilst taking into account the interest of other stakeholders. The Board evaluates and continues to enhance the existing corporate governance practices in order to remain relevant with developments in market practice and regulations.

The Board is pleased to set out below the manner in which the Group has applied the three (3) main principles in the Malaysian Code on Corporate Governance (“MCCG 2017”) known as Board Leadership and Effectiveness (Principle A), Effective Audit and Risk Management (Principle B) and Integrity in Corporate Reporting and Meaningful Relationship with Stakeholders (Principle C) and the application of the Main Market Listing Requirments (“MMLR”) of Bursa Malaysia Securities Berhad throughout the financial year ended 31 March 2018.

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS

1. BOARD RESPOBSIBILITIES

1.0 Every company is headed by a board, which assumes responsibility for the company’s leadership and is collectively responsible for meeting the objectives and goals of the company.

The Board has the overall responsibility to protect and enhance shareholders’ value. The Board is explicitly responsible, amongst others, for establishing and communicating the strategic plan and overseeing the proper conduct of the Group’s businesses, and for supervising its affairs to ensure its success within a framework of acceptable risks and effective control and in compliance with relevant laws, regulations, guidelines and directives in the countries which it operates in.

The Board delegates and confers some of its authorities and discretion to the Chairman/Group Managing Director (“GMD”), Executive Director and Management as well as on properly constituted Board Committees comprising mainly/exclusively Non-Executive Directors.

The Board believes that for its current size, it is more expedient for the two (2) roles to be held by the same person as long as there is pertinent check balance to ensure no one person in the Board has unfettered powers to make major decision for the Company. As such the Board is of the view that the significant contribution of Non-Executive Directors which is made up of 60% of the current Board’s size, provides for the relevant checks and balance.

The Chairman is responsible for the Group’s future business and strategy plan, setting goal to achieve the mission and vision. He provides leadership and governance of the Board, ensuring its effectiveness and assumes the formal role as the leader in chairing all Board meetings and shareholders’ meetings. He leads the Board in overseeing Management and principally ensures that the Board fulfils its obligations and as required under the relevant legislations.

Some of the specific responsibilities of the Chairman include: -i) Manage Board meetings and boardroom dynamics by promoting a culture of openness and

debate where Directors are encouraged to provide their views;ii) Work closely with the Executive Directors to ensure provision of accurate, timely and clear

information to facilitate the Board to perform effectively, able to make informed decisions and to monitor the effective implementation of the Board’s decisions;

iii) To provide his view and decision objectively;


Statement of Sustainability (Cont’d)

Welfare

a) We regard the health and safety our people as top priority, and exercise our duty of care by providing a working environment that exceeds regulatory obligation for our employees and others who work or visit our premises. We are also committed to enforcing safe working practices within our sphere of influence.

b) Kamdar is actively involved in developing and training of its employees, and providing manager training for graduates from colleges and universities.

c) To ensure the health and safety of our personnel we provide medical insurance and encourage regular medical check-ups and exercise to keep healthy.

Social

a) We regularly support and assist socially beneficial programs including providing clothes and uniforms to social welfare organisations and causes.

Governance

We maintain high standards of professional behavior and integrity from all levels in the company from the Directors to Management to the sales personnel and aim to be best in class for governance practices.

Corporate Governance Overview Statement

The Board of Directors of Kamdar Group (M) Berhad (“Kamdar” or “the Company”) is committed to cultivating a responsible organisation by instilling corporate conscience through excellence in Corporate Governance (“CG”) standards at all times. This includes accountability and transparency which is observed throughout the Group as a fundamental part of building a sustainable business and discharging its responsibilities to protect and enhance shareholders’ value and the financial performance of the Group.

The Board believes that good governance will help to realize long-term shareholders value, whilst taking into account the interest of other stakeholders. The Board evaluates and continues to enhance the existing corporate governance practices in order to remain relevant with developments in market practice and regulations.

The Board is pleased to set out below the manner in which the Group has applied the three (3) main principles in the Malaysian Code on Corporate Governance (“MCCG 2017”) known as Board Leadership and Effectiveness (Principle A), Effective Audit and Risk Management (Principle B) and Integrity in Corporate Reporting and Meaningful Relationship with Stakeholders (Principle C) and the application of the Main Market Listing Requirments (“MMLR”) of Bursa Malaysia Securities Berhad throughout the financial year ended 31 March 2018.

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS

1. BOARD RESPOBSIBILITIES

1.0 Every company is headed by a board, which assumes responsibility for the company’s leadership and is collectively responsible for meeting the objectives and goals of the company.

The Board has the overall responsibility to protect and enhance shareholders’ value. The Board is explicitly responsible, amongst others, for establishing and communicating the strategic plan and overseeing the proper conduct of the Group’s businesses, and for supervising its affairs to ensure its success within a framework of acceptable risks and effective control and in compliance with relevant laws, regulations, guidelines and directives in the countries which it operates in.

The Board delegates and confers some of its authorities and discretion to the Chairman/Group Managing Director (“GMD”), Executive Director and Management as well as on properly constituted Board Committees comprising mainly/exclusively Non-Executive Directors.

The Board believes that for its current size, it is more expedient for the two (2) roles to be held by the same person as long as there is pertinent check balance to ensure no one person in the Board has unfettered powers to make major decision for the Company. As such the Board is of the view that the significant contribution of Non-Executive Directors which is made up of 60% of the current Board’s size, provides for the relevant checks and balance.

The Chairman is responsible for the Group’s future business and strategy plan, setting goal to achieve the mission and vision. He provides leadership and governance of the Board, ensuring its effectiveness and assumes the formal role as the leader in chairing all Board meetings and shareholders’ meetings. He leads the Board in overseeing Management and principally ensures that the Board fulfils its obligations and as required under the relevant legislations.

Some of the specific responsibilities of the Chairman include: -i) Manage Board meetings and boardroom dynamics by promoting a culture of openness and

debate where Directors are encouraged to provide their views;ii) Work closely with the Executive Directors to ensure provision of accurate, timely and clear

information to facilitate the Board to perform effectively, able to make informed decisions and to monitor the effective implementation of the Board’s decisions;

iii) To provide his view and decision objectively;


Corporate Governance Overview Statement (Cont’d)

1. BOARD RESPOBSIBILITIES (cont’d)

iv) Ensure meetings of the shareholders are conducted in an open and proper manner with appropriate opportunity for them to ask questions; and

v) As Group’s official spokesperson.

The duties of GMD include implementation of decisions and policies approved by Board, overseeing and running the Group’s day to day business, and also coordinating business and strategic decisions.

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

The Board Committees include the Audit Committee, Nominating Committee and Remuneration Committee. The Board Committees exercise transparency and full disclosure in their proceedings. Where necessary, issues deliberated by the Board Committees are presented to the Board with appropriate recommendations.

The Non-Executive Directors are independent from Management. Their roles are to provide a balance view, to constructively challenge Management and monitor the success of Management in delivering the approved targets and business plans within the risk appetite set by the Board. They have direct access to the Management at all levels, and they engage with the external and internal auditors to address matters concerning Management and oversight of the Company’s business and operations.

The Board assumes the following key responsibilities:

• ReviewingandadoptingtheCompany’sstrategicplans• OverseeingtheconductoftheCompany’sbusiness• Identifyingprincipalrisksandensuringtheimplementationofappropriateinternalcontrols

and mitigation measures• Successionplanning• Overseeingthedevelopmentandimplementationofashareholdercommunicationspolicy

for the Company• Reviewing the adequacy and the integrity of themanagement information and internal

controls system of the Company.

The Board is mindful of the importance of business sustainability and, in conducting the Group’s business, the impact on the environmental, social, health and safety, staff welfare and governance aspects are taken into consideration. The Board takes heed of go green and energy saving by implementing several measures on sustainability.

Uphold Integrity in Financial Reporting

The Board is responsible for ensuring that financial statements prepared for each financial year give a true and fair view of the Group’s state of affairs. The Directors took due care and reasonable steps to ensure that requirements of accounting standards were fully met. Quarterly financial statements were reviewed by the Audit Committee and approved by the Board of Directors prior to their release to Bursa Securities.



The Directors are satisfied that in preparing the financial statements of the Group and of the Company for the financial year ended 31 March 2018. The Group has changed its financial year ending from 31 December to 31 March starting from 1 January to 31 March 2018. The Group has used appropriate accounting policies and applied them consistently. The Directors are also of the view that relevant approved accounting standards have been followed in the preparation of these financial statements. The Responsibilities Statement by Directors pursuant to the MMLR is set out in this Annual Report.

Qualified and competent Company Secretary

The Directors have the unrestricted access to the advice and services of the Company Secretary to enable them to discharge their duties effectively. The Board is regularly updated and advised by the Company Secretary on new regulatory requirements and directives from time to time.

The Company Secretary is a qualified Chartered Secretary, under the prescribed body as permitted by Companies Act 2016. The appointment and removal of the Company Secretary is under the purview of the Board of Directors.

Access to information and advice

The Directors have full and unrestricted access to all information pertaining to the Company’s business and affairs so as to enable them to discharge their responsibilities. Prior to the Board meetings, the Directors are provided with the agenda together with the Board papers on issues to be discussed. A record of the Board’s deliberation of issues discussed and conclusion reached are recorded in the minutes of the meeting by the company secretary. After the meeting, the minutes are circulated to the Board and Board Committee members in a timely manner.

The Board, whether as a full Board or in their individual capacity, has the right to engage independent professional advice, if necessary, at the Group’s expense. In addition, all Directors have access to the advice and services of the Company Secretary, who is responsible for ensuring that the Board meeting procedures and applicable rules and regulations are adhered to.

2.0 There is demarcation of responsibilities between the board, board committees and management. There is clarity in the authority of the board, its committees and individual directors.

Board Charter

The Board is guided by a Board Charter which sets out the principles governing the Board of Directors of the Company and adopts the principles of good governance and practice in accordance with applicable laws, rules and regulations in Malaysia. The Board Charter also sets out the respective roles and responsibilities of the Board, board committees, individual directors and managements; and issues and decisions reserved for the Board.

The Board will periodically review the Board Charter and make any changes whenever necessary. The Board Charter is published on the Company’s corporate website at http://www.kamdar.com.my/ /. The Board Charter was last reviewed on 13 July 2018.




iv) Ensure meetings of the shareholders are conducted in an open and proper manner with appropriate opportunity for them to ask questions; and

v) As Group’s official spokesperson.

The duties of GMD include implementation of decisions and policies approved by Board, overseeing and running the Group’s day to day business, and also coordinating business and strategic decisions.

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

The Board Committees include the Audit Committee, Nominating Committee and Remuneration Committee. The Board Committees exercise transparency and full disclosure in their proceedings. Where necessary, issues deliberated by the Board Committees are presented to the Board with appropriate recommendations.

The Non-Executive Directors are independent from Management. Their roles are to provide a balance view, to constructively challenge Management and monitor the success of Management in delivering the approved targets and business plans within the risk appetite set by the Board. They have direct access to the Management at all levels, and they engage with the external and internal auditors to address matters concerning Management and oversight of the Company’s business and operations.

The Board assumes the following key responsibilities:

• ReviewingandadoptingtheCompany’sstrategicplans• OverseeingtheconductoftheCompany’sbusiness• Identifyingprincipalrisksandensuringtheimplementationofappropriateinternalcontrols

and mitigation measures• Successionplanning• Overseeingthedevelopmentandimplementationofashareholdercommunicationspolicy

for the Company• Reviewing the adequacy and the integrity of themanagement information and internal

controls system of the Company.

The Board is mindful of the importance of business sustainability and, in conducting the Group’s business, the impact on the environmental, social, health and safety, staff welfare and governance aspects are taken into consideration. The Board takes heed of go green and energy saving by implementing several measures on sustainability.

Uphold Integrity in Financial Reporting

The Board is responsible for ensuring that financial statements prepared for each financial year give a true and fair view of the Group’s state of affairs. The Directors took due care and reasonable steps to ensure that requirements of accounting standards were fully met. Quarterly financial statements were reviewed by the Audit Committee and approved by the Board of Directors prior to their release to Bursa Securities.



The Directors are satisfied that in preparing the financial statements of the Group and of the Company for the financial year ended 31 March 2018. The Group has changed its financial year ending from 31 December to 31 March starting from 1 January to 31 March 2018. The Group has used appropriate accounting policies and applied them consistently. The Directors are also of the view that relevant approved accounting standards have been followed in the preparation of these financial statements. The Responsibilities Statement by Directors pursuant to the MMLR is set out in this Annual Report.

Qualified and competent Company Secretary

The Directors have the unrestricted access to the advice and services of the Company Secretary to enable them to discharge their duties effectively. The Board is regularly updated and advised by the Company Secretary on new regulatory requirements and directives from time to time.

The Company Secretary is a qualified Chartered Secretary, under the prescribed body as permitted by Companies Act 2016. The appointment and removal of the Company Secretary is under the purview of the Board of Directors.

Access to information and advice

The Directors have full and unrestricted access to all information pertaining to the Company’s business and affairs so as to enable them to discharge their responsibilities. Prior to the Board meetings, the Directors are provided with the agenda together with the Board papers on issues to be discussed. A record of the Board’s deliberation of issues discussed and conclusion reached are recorded in the minutes of the meeting by the company secretary. After the meeting, the minutes are circulated to the Board and Board Committee members in a timely manner.

The Board, whether as a full Board or in their individual capacity, has the right to engage independent professional advice, if necessary, at the Group’s expense. In addition, all Directors have access to the advice and services of the Company Secretary, who is responsible for ensuring that the Board meeting procedures and applicable rules and regulations are adhered to.

2.0 There is demarcation of responsibilities between the board, board committees and management. There is clarity in the authority of the board, its committees and individual directors.

Board Charter

The Board is guided by a Board Charter which sets out the principles governing the Board of Directors of the Company and adopts the principles of good governance and practice in accordance with applicable laws, rules and regulations in Malaysia. The Board Charter also sets out the respective roles and responsibilities of the Board, board committees, individual directors and managements; and issues and decisions reserved for the Board.

The Board will periodically review the Board Charter and make any changes whenever necessary. The Board Charter is published on the Company’s corporate website at http://www.kamdar.com.my/ /. The Board Charter was last reviewed on 13 July 2018.



3.0 The Board is committed to promoting good business conduct and maintaining a healthy corporate culture that engenders integrity, transparency and fairness. The board, management, employees and other stakeholders are clear on what is considered acceptable behaviour and practice in the company.

Directors’ Code of Ethics and Whistleblowing Policy

The Board of Directors has conducted themselves in an ethical manner while executing their duties and functions and complied with the Company Directors’ Code of Ethics recommended by the MCCG. The said Code establish a standard of ethical behaviour for the directors to uphold such as the spirit of responsibility and social responsibility in line with the legislation, regulations and guidelines for administrating the Company.

The Company has also adopted Whistleblowing policy to safeguard the Company’s interest and also to protect the whistleblower interest. The policy spells out the types of misconduct, malpractice and irregularity, and how the reporting and investigations will be carried out. The Company expects all employees to observe the policy in the conduct of day to day business.

The Directors’ Code of Ethics and Whistleblowing Policy can be viewed at the Company’s website at http://www.kamdar.com.my/. The Directors’ Code of Ethics and Whistleblowing Policy was last reviewed on 13 July 2018.

2. BOARD COMPOSITION

4.0 Board decisions are made objectively in the best interests of the company taking into account diverse perspectives and insights.

The Board comprises of a Chairman/GMD, an Executive Director, a Non-Independent Non-Executive Director and two (2) Independent Non-Executive Directors. The profiles of the Directors are set out in the Directors’ Profile of this Annual Report.

The Group is led by an effective Board which comprises members with skills from a diverse blend of professional ranging from entrepreneur, legal, finance and accounting backgrounds. The Board views its current composition encompasses a balance mix of skills and strength in qualities which are relevant to enable the Board to discharge its responsibilities in an effective and competent manner.

The Board Committees comprises of Audit Committee, Nominating Committee and Remuneration Committee. The Board Committees exercise transparency and full disclosure in their proceedings. Where necessary, issues deliberated by the Board Committees are presented to the Board with appropriate recommendations.

5.0 Stakeholders are able to form an opinion on the overall effectiveness of the board and individual directors.

The Nominating Committee (“NC”) is responsible for identifying and recommending new nominees to our Board as well as committees of the Board. For new appointments to the Board, the NC shall consider diversity of skills, expertise, cultural background, age, gender and experience in evaluating the appointment of Directors. The Company believes in providing equal opportunity to all candidates based on merit.

In addition, the Nominating Committee assesses the effectiveness of the Board as a whole and the Board Committees, and also the contribution of each Director. The assessment of the Board is based on specific criteria, covering areas such as the Board structure, Board operations, roles and responsibilities of the Board, the Board Committee and the Chairman’s role and responsibilities.


2. BOARD COMPOSITION (cont’d)

The Board, through the Nominating Committee, reviews periodically its required mix of skills and experience and other qualities, including core competencies, which Non-Executive Directors should bring to the Board. All assessments and evaluations carried out by the Nominating Committee in the discharge of all its functions are properly documented. This assessment is done on yearly basis.

The Committee is empowered by its terms of reference to carry out duties and responsibilities as follows:

a) To examine the size of the Board to ensure its effectiveness in discharging its duties and responsibilities, and ensure every Directors shall be subject to retirement at least once in every 3 years;

b) To review annually the Board’s mix of skills and experience and other qualities including core competencies which Non-Executive Director should bring to the Board;

c) To recommend suitable continuing educational training to existing and new Directors;

d) To ensure an election of directors shall take place each year and that all directors shall retire from office once at least in each 3 years but shall be subjected to eligible for re-election;

e) To recommend to the Board, suitable candidates to fill the Board, Audit, Nomination, Remuneration and other Board Committees;

The Committee is satisfied with the current size of the Board and with the mix of qualifications, skills and experience among the Board members.

The members of the Nominating Committee whom are majority Independent Non-Executive Directors are as follows:-

Name Position

Simon @ Flam Fernandez Chairman Rajesh Kumar A/L Gejinder Nath Member Pragna A/P K M Kamdar Member

The Committee met once time during the financial year. None of the Independent Non-Executive Directors had served the Company for more than 9 years.

FOSTERCOMMITMENT

Time Commitment

All Board members are required to notify the Chairman or any new directorships notwithstanding that the Listing Requirements of Bursa Securities allow a Director to sit on the boards of 5 listed issuers. Such notification is expected to include an indication of time that will be spent on the new appointment. During the financial year ended 2018, the Board met 7 times to deliberate on a variety of matters of the Company. Additional meetings may be convened on an ad-hoc basis when urgent and important decisions are required to be made in between scheduled meeting.




3.0 The Board is committed to promoting good business conduct and maintaining a healthy corporate culture that engenders integrity, transparency and fairness. The board, management, employees and other stakeholders are clear on what is considered acceptable behaviour and practice in the company.

Directors’ Code of Ethics and Whistleblowing Policy

The Board of Directors has conducted themselves in an ethical manner while executing their duties and functions and complied with the Company Directors’ Code of Ethics recommended by the MCCG. The said Code establish a standard of ethical behaviour for the directors to uphold such as the spirit of responsibility and social responsibility in line with the legislation, regulations and guidelines for administrating the Company.

The Company has also adopted Whistleblowing policy to safeguard the Company’s interest and also to protect the whistleblower interest. The policy spells out the types of misconduct, malpractice and irregularity, and how the reporting and investigations will be carried out. The Company expects all employees to observe the policy in the conduct of day to day business.

The Directors’ Code of Ethics and Whistleblowing Policy can be viewed at the Company’s website at http://www.kamdar.com.my/. The Directors’ Code of Ethics and Whistleblowing Policy was last reviewed on 13 July 2018.

2. BOARD COMPOSITION

4.0 Board decisions are made objectively in the best interests of the company taking into account diverse perspectives and insights.

The Board comprises of a Chairman/GMD, an Executive Director, a Non-Independent Non-Executive Director and two (2) Independent Non-Executive Directors. The profiles of the Directors are set out in the Directors’ Profile of this Annual Report.

The Group is led by an effective Board which comprises members with skills from a diverse blend of professional ranging from entrepreneur, legal, finance and accounting backgrounds. The Board views its current composition encompasses a balance mix of skills and strength in qualities which are relevant to enable the Board to discharge its responsibilities in an effective and competent manner.

The Board Committees comprises of Audit Committee, Nominating Committee and Remuneration Committee. The Board Committees exercise transparency and full disclosure in their proceedings. Where necessary, issues deliberated by the Board Committees are presented to the Board with appropriate recommendations.

5.0 Stakeholders are able to form an opinion on the overall effectiveness of the board and individual directors.

The Nominating Committee (“NC”) is responsible for identifying and recommending new nominees to our Board as well as committees of the Board. For new appointments to the Board, the NC shall consider diversity of skills, expertise, cultural background, age, gender and experience in evaluating the appointment of Directors. The Company believes in providing equal opportunity to all candidates based on merit.

In addition, the Nominating Committee assesses the effectiveness of the Board as a whole and the Board Committees, and also the contribution of each Director. The assessment of the Board is based on specific criteria, covering areas such as the Board structure, Board operations, roles and responsibilities of the Board, the Board Committee and the Chairman’s role and responsibilities.



The Board, through the Nominating Committee, reviews periodically its required mix of skills and experience and other qualities, including core competencies, which Non-Executive Directors should bring to the Board. All assessments and evaluations carried out by the Nominating Committee in the discharge of all its functions are properly documented. This assessment is done on yearly basis.

The Committee is empowered by its terms of reference to carry out duties and responsibilities as follows:

a) To examine the size of the Board to ensure its effectiveness in discharging its duties and responsibilities, and ensure every Directors shall be subject to retirement at least once in every 3 years;

b) To review annually the Board’s mix of skills and experience and other qualities including core competencies which Non-Executive Director should bring to the Board;

c) To recommend suitable continuing educational training to existing and new Directors;

d) To ensure an election of directors shall take place each year and that all directors shall retire from office once at least in each 3 years but shall be subjected to eligible for re-election;

e) To recommend to the Board, suitable candidates to fill the Board, Audit, Nomination, Remuneration and other Board Committees;

The Committee is satisfied with the current size of the Board and with the mix of qualifications, skills and experience among the Board members.

The members of the Nominating Committee whom are majority Independent Non-Executive Directors are as follows:-

Name Position

Simon @ Flam Fernandez Chairman Rajesh Kumar A/L Gejinder Nath Member Pragna A/P K M Kamdar Member

The Committee met once time during the financial year. None of the Independent Non-Executive Directors had served the Company for more than 9 years.

FOSTERCOMMITMENT

Time Commitment

All Board members are required to notify the Chairman or any new directorships notwithstanding that the Listing Requirements of Bursa Securities allow a Director to sit on the boards of 5 listed issuers. Such notification is expected to include an indication of time that will be spent on the new appointment. During the financial year ended 2018, the Board met 7 times to deliberate on a variety of matters of the Company. Additional meetings may be convened on an ad-hoc basis when urgent and important decisions are required to be made in between scheduled meeting.




The Board meeting attendance record of each director is as follows:

Name and Designation AttendanceKamal Kumar Kishorchandra Kamdar(Chairman/GMD)

6/6

Chia Lee Hoon(Executive Director)

6/6

Rajesh Kumar A/L Gejinder Nath(Independent Non-Executive Director)

5/6

Simon @ Flam Fernandez (Independent Non-Executive Director)

6/6

Pragna A/P K M Kamdar (Non-Independent Non-Executive Director)

6/6

The agenda for each Board meeting and papers relating to the agenda items are circulated to all Directors at least 5 days before the meeting so as to provide sufficient time for the Directors to review the Board papers and seek clarification, if any.

Directors’ training

All the directors have completed the Mandatory Accreditation Programme within the stipulated time frame required in the Listing Requirements.

The Directors are aware of their obligation and will continue to attend suitable training to equip and enhance themselves with the knowledge to facilitate themselves in discharging their duties and responsibilities diligently with integrity.

During the financial year under review, the Directors had participated in the Following training programmes;-

No. Name of Directors Date Training attended

1. Kamal Kumar Kishorchandra Kamdar

25Octto27Oct2017

18th Asia-Pacific Re-tailers Convention & Exhibition (APRCE)

2017

2. Chia Lee Hoon 21 Mar 2017

14 Dec 2017

25Octto27Oct2017

GST Audit FrameworkHow to Manage Im-pairment of Various

Assets18th Asia-Pacific Re-tailers Convention & Exhibition (APRCE)

2017

3. Simon @ Flam Fernandez 7 & 8 August 2017 MIA Public Practice Programme 2017



Re-election

Under Article 109 of the Company’s Articles of Association, the Directors appointed during the year shall retire at the Annual General Meeting (“AGM”) and be eligible for re-election. According to Article 102 of the Company’s Article of Association of the Company one-third of the Board members shall retire from office at the AGM. Further, all the Directors are required to retire from office at least once in every three (3) years. However, the retiring Directors are eligible for re-election at the meeting at which they retire.

The election of each director is voted on separately. To assist shareholders in their decision, sufficient information such as personal profile, meetings attendance and their shareholdings in the Group of each Director standing for election are furnished in the Annual Report accompanying the Notice of Annual General Meeting.

3. REMUNERATION

6.0 The level and composition of remuneration of directors and senior management take into account the company’s desire to attract and retain the right talent in the board and senior management to drive the company’s long-term objectives. The remuneration policies and decisions are made through a transparent and independent process.

The Remuneration Committee (“RC”) reviews and proposes, subject to the approval of our Board on the remuneration policy and terms and conditions of service of each Director for his services as member of the Board as well as Committees of the Board. Nevertheless, the remuneration of Non-Executive Directors is a matter for the Board decision as a whole. Relevant directors are required to abstain from deliberation and voting decisions in respect of his individual remuneration. The remuneration of Directors is to determine at levels which enables the Company to attract and retain Directors with the relevant experience and expertise to manage the business of the Group effectively. The RC reviews the Board remuneration policy and terms of conditions of service of each Director annually taking into consideration market conditions and comparisons, responsibilities held, business strategy, long term objectives and the overall financial performance of the Group.

The Board will then recommend the Directors’ fees and other benefits payable to Directors to the shareholders for approval at the Annual General Meeting.

The members of the Remuneration Committee comprise majority of Independent Non-Executive Directors as follows:-

Name PositionRajesh Kumar A/L Gejinder Nath Chairman – Independent Non-ExecutivePragna A/P K.M Kamdar Member – Non - Independent Non - ExecutiveSimon @ Flam Fernandez Member – Independent Non-Executive

The Committee met once during the financial year and was attended by all its members.




The Board meeting attendance record of each director is as follows:

Name and Designation AttendanceKamal Kumar Kishorchandra Kamdar(Chairman/GMD)

6/6

Chia Lee Hoon(Executive Director)

6/6

Rajesh Kumar A/L Gejinder Nath(Independent Non-Executive Director)

5/6

Simon @ Flam Fernandez (Independent Non-Executive Director)

6/6

Pragna A/P K M Kamdar (Non-Independent Non-Executive Director)

6/6

The agenda for each Board meeting and papers relating to the agenda items are circulated to all Directors at least 5 days before the meeting so as to provide sufficient time for the Directors to review the Board papers and seek clarification, if any.

Directors’ training

All the directors have completed the Mandatory Accreditation Programme within the stipulated time frame required in the Listing Requirements.

The Directors are aware of their obligation and will continue to attend suitable training to equip and enhance themselves with the knowledge to facilitate themselves in discharging their duties and responsibilities diligently with integrity.

During the financial year under review, the Directors had participated in the Following training programmes;-

No. Name of Directors Date Training attended

1. Kamal Kumar Kishorchandra Kamdar

25Octto27Oct2017

18th Asia-Pacific Re-tailers Convention & Exhibition (APRCE)

2017

2. Chia Lee Hoon 21 Mar 2017

14 Dec 2017

25Octto27Oct2017

GST Audit FrameworkHow to Manage Im-pairment of Various

Assets18th Asia-Pacific Re-tailers Convention & Exhibition (APRCE)

2017

3. Simon @ Flam Fernandez 7 & 8 August 2017 MIA Public Practice Programme 2017



Re-election

Under Article 109 of the Company’s Articles of Association, the Directors appointed during the year shall retire at the Annual General Meeting (“AGM”) and be eligible for re-election. According to Article 102 of the Company’s Article of Association of the Company one-third of the Board members shall retire from office at the AGM. Further, all the Directors are required to retire from office at least once in every three (3) years. However, the retiring Directors are eligible for re-election at the meeting at which they retire.

The election of each director is voted on separately. To assist shareholders in their decision, sufficient information such as personal profile, meetings attendance and their shareholdings in the Group of each Director standing for election are furnished in the Annual Report accompanying the Notice of Annual General Meeting.

3. REMUNERATION

6.0 The level and composition of remuneration of directors and senior management take into account the company’s desire to attract and retain the right talent in the board and senior management to drive the company’s long-term objectives. The remuneration policies and decisions are made through a transparent and independent process.

The Remuneration Committee (“RC”) reviews and proposes, subject to the approval of our Board on the remuneration policy and terms and conditions of service of each Director for his services as member of the Board as well as Committees of the Board. Nevertheless, the remuneration of Non-Executive Directors is a matter for the Board decision as a whole. Relevant directors are required to abstain from deliberation and voting decisions in respect of his individual remuneration. The remuneration of Directors is to determine at levels which enables the Company to attract and retain Directors with the relevant experience and expertise to manage the business of the Group effectively. The RC reviews the Board remuneration policy and terms of conditions of service of each Director annually taking into consideration market conditions and comparisons, responsibilities held, business strategy, long term objectives and the overall financial performance of the Group.

The Board will then recommend the Directors’ fees and other benefits payable to Directors to the shareholders for approval at the Annual General Meeting.

The members of the Remuneration Committee comprise majority of Independent Non-Executive Directors as follows:-

Name PositionRajesh Kumar A/L Gejinder Nath Chairman – Independent Non-ExecutivePragna A/P K.M Kamdar Member – Non - Independent Non - ExecutiveSimon @ Flam Fernandez Member – Independent Non-Executive

The Committee met once during the financial year and was attended by all its members.



3. REMUNERATION (cont’d)

7.0 Stakeholders are able to assess whether the remuneration of directors and senior management is commensurate with their individual performance, taking into consideration the company’s performance.

Remuneration policy and procedures

The Directors’ remuneration package is linked to the experience, scope of duty and responsibility, seniority, performance and industrial practices. The remuneration of Executive Directors consists of basic salary, among others bonus, whereas the Non-Executive Directors receive fixed director fees. Details of the Directors’ remuneration in aggregate for financial period ended 2018 are tabulated as below:

Company

Fees Salary / other emoluments Bonus Benefit

in kind Total

RM RM RM RM RM

Executive DirectorKamal Kumar Kishorchandra Kamdar

- 3,000 - - 3,000

Chia Lee Hoon - - - - -

Independent DirectorSimon @ Flam Fernandez 60,000 3,500 - - 63,500

Rajesh Kumar A/L Gejinder Nath 60,000 3,000 - - 63,000

Pragna A/P K M Kamdar 60,000 2,400 - - 62,400

Total 180,000 11,900 - - 191,900

Group


in kind Total

RM RM RM RM RM


1,210,000 406,200 - 45,551 1,661,751

Chia Lee Hoon 5,000 290,430 - 2,250 297,680




Total 1,395,000 705,530 - 47,801 2,148,331



The Remuneration Committee reviews and recommends the Executive Directors’ remuneration package by assessing their KPI and also refers to market of similar industry and its size as a benchmark. An appropriate remuneration package is designed to retain and attract calibre directors to discharge their duty with integrity, to grow and lead the Company.

PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT

1. AUDIT COMMITTEE

8.0 There is an effective and independent audit committee. The board is able to objectively review the audit and risk management committee’s findings and recommendations. The company’s financial statement is a reliable source of information

The Audit Committee (“AC”) is relied upon by the Board to, amongst others, provide advice in the areas of financial reporting, external audit, internal control process, review of related party transactions as well as conflict of interest situations. The AC also undertakes to provide oversight on the risk management processes/ framework of the Group.

The AC is chaired by an Independent Director and consists majority of Independent Directors. The AC has full access to both the internal and external auditors who, in turn, have access at all times to the Chairman of the AC. The role of the AC and the number of meetings held during the financial year as well as the attendance record of each member are set out in the AC Report in the Annual Report.

The details of the Terms or Reference of the AC are available for reference at the Company’s website at http://www.kamdar.com.my/.

Details of the activities carried out by the AC for the financial year ended 31 March 2018 are set out in the AC Report in the Annual Report.

2. RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK

9.0 Company makes informed decisions about the level of risk they want to take and implement necessary controls to pursue their objectives. The board is provided with reasonable assurance that adverse impact arising from a foreseeable future event or situation on the company’s objectives is mitigated and managed.

The Board has overall responsibility for maintaining a sound system of internal control and risk management that provide a reasonable assurance of effective and efficient operations, and compliance with the relevant laws and regulations as well as with internal procedures and guidelines. The Statement on Risk Management and Internal Control as disclosed in this Annual Report provides an overview of the risk management and internal control framework adopted by the Company for the current financial year.

10.0 Company has an effective governance, risk management and internal control framework and

stakeholders are able to assess the effectiveness of such a framework.

The internal audit function is carried out in-house by an Internal Audit Executive who reports directly to the AC.




7.0 Stakeholders are able to assess whether the remuneration of directors and senior management is commensurate with their individual performance, taking into consideration the company’s performance.

Remuneration policy and procedures

The Directors’ remuneration package is linked to the experience, scope of duty and responsibility, seniority, performance and industrial practices. The remuneration of Executive Directors consists of basic salary, among others bonus, whereas the Non-Executive Directors receive fixed director fees. Details of the Directors’ remuneration in aggregate for financial period ended 2018 are tabulated as below:

Company


in kind Total

RM RM RM RM RM


- 3,000 - - 3,000

Chia Lee Hoon - - - - -




Total 180,000 11,900 - - 191,900

Group


in kind Total

RM RM RM RM RM


1,210,000 406,200 - 45,551 1,661,751

Chia Lee Hoon 5,000 290,430 - 2,250 297,680




Total 1,395,000 705,530 - 47,801 2,148,331



The Remuneration Committee reviews and recommends the Executive Directors’ remuneration package by assessing their KPI and also refers to market of similar industry and its size as a benchmark. An appropriate remuneration package is designed to retain and attract calibre directors to discharge their duty with integrity, to grow and lead the Company.

PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT

1. AUDIT COMMITTEE

8.0 There is an effective and independent audit committee. The board is able to objectively review the audit and risk management committee’s findings and recommendations. The company’s financial statement is a reliable source of information

The Audit Committee (“AC”) is relied upon by the Board to, amongst others, provide advice in the areas of financial reporting, external audit, internal control process, review of related party transactions as well as conflict of interest situations. The AC also undertakes to provide oversight on the risk management processes/ framework of the Group.

The AC is chaired by an Independent Director and consists majority of Independent Directors. The AC has full access to both the internal and external auditors who, in turn, have access at all times to the Chairman of the AC. The role of the AC and the number of meetings held during the financial year as well as the attendance record of each member are set out in the AC Report in the Annual Report.

The details of the Terms or Reference of the AC are available for reference at the Company’s website at http://www.kamdar.com.my/.

Details of the activities carried out by the AC for the financial year ended 31 March 2018 are set out in the AC Report in the Annual Report.

2. RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK

9.0 Company makes informed decisions about the level of risk they want to take and implement necessary controls to pursue their objectives. The board is provided with reasonable assurance that adverse impact arising from a foreseeable future event or situation on the company’s objectives is mitigated and managed.

The Board has overall responsibility for maintaining a sound system of internal control and risk management that provide a reasonable assurance of effective and efficient operations, and compliance with the relevant laws and regulations as well as with internal procedures and guidelines. The Statement on Risk Management and Internal Control as disclosed in this Annual Report provides an overview of the risk management and internal control framework adopted by the Company for the current financial year.

10.0 Company has an effective governance, risk management and internal control framework and

stakeholders are able to assess the effectiveness of such a framework.

The internal audit function is carried out in-house by an Internal Audit Executive who reports directly to the AC.



2. RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK (cont’d)

The Statement on Risk Management and Internal Control furnished in the Annual Report pro-vides an overview on the state of internal controls within the Group, in an effort to manage and mitigate risks.

The Board is aware of the need to establish corporate disclosure policies and procedures to enable comprehensive, accurate and timely disclosures of material information relating to the Company anditssubsidiariestobemadetotheregulators,shareholdersandstakeholders.Onthisbasis,theBoard has formalized pertinent policies and procedures not only to comply with the disclosure requirements as stipulated in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, but also setting out the persons authorised and responsible to approve and disclose material information to regulators, shareholders and stakeholders.

The release of material information will be made publicly via Bursa Malaysia Securities Berhad. Members of the public can also obtain the full financial results and the Company’s announcements from the Bursa Malaysia Securities Berhad’s website.

The Company’s website at http://www.kamdar.com.my/. is regularly updated and provides relevant information on the Company which is accessible to the public to make informed investment decision.

PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS

1. COMMUNICATION WITH STAKEHOLDERS

11.0 There is continuous communication between the company and stakeholders to facilitate mutual understanding of each other’s objectives and expectations. Stakeholders are able to make informed decisions with respect to the business of the company, its policies on governance, the environment and social responsibility.

The Company values dialogues with the investors and is constantly striving to improve the communication with the public. The Board believes that an effective investor relation is essential in enhancing shareholders’ value and therefore ensures that shareholders are kept well informed of major development of the Company. Such information is disseminated via the Company’s Annual Report, various disclosures and announcements to Bursa Securities and the Company’s web site http://www.kamdar.com.my/

The AGM is the principal forum for dialogue between the Company and the shareholders. The Board provides the opportunity for shareholders to raise questions pertaining to issues in the financial performance and business plan of the Group. The Board takes the opportunity to present a comprehensive review of the progress and performance of the Company and provides answers to the questions raised by the shareholders during the general meeting.


2. CONDUCT OF GENERAL MEETINGS

12.0 Shareholders are able to participate, engage the board and senior management effectively and make informed voting decisions at general meetings.

The Group is of the view that General Meetings are important platforms to engage with its shareholders as well as to address their concerns. The Group encourage shareholders to attend and participate in the AGM by providing adequate advance notice and holding the AGM at a readily accessible location. The location of the AGM is customarily nestled in the Company which is easily assessible through public transportation. The resolution of the General Meetings is conducted via poll voting.

The key element of the Company’s dialogue with its shareholders is the opportunity to gather views of, and answer questions from, both the individual and institutional investors on all aspects relevant to the Company at the Annual General Meeting. It is also a requirement for the Company to send the Notice of the Annual General Meeting and related circular to its shareholders at least twenty-one (21) days before the meeting. At the Annual General Meeting, shareholders are encouraged to ask questions both about the resolutions being proposed or about the Group’s operations in general to seek more information. Where it is not possible to provide immediate answers, the Chairman will undertake to furnish the shareholders with a written answer after the Annual General Meeting.

COMPLIANCE STATEMENT

Saved as disclosed above, the Board is satisfied that throughout the financial year ended 31 March 2018, the Company has applied the principles and recommendations of the corporate governance set out in MCCG, where necessary and appropriate.

This Statement is made at the Board of Directors’ Meeting held on 13 July 2018.



2. RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK (cont’d)

The Statement on Risk Management and Internal Control furnished in the Annual Report pro-vides an overview on the state of internal controls within the Group, in an effort to manage and mitigate risks.

The Board is aware of the need to establish corporate disclosure policies and procedures to enable comprehensive, accurate and timely disclosures of material information relating to the Company anditssubsidiariestobemadetotheregulators,shareholdersandstakeholders.Onthisbasis,theBoard has formalized pertinent policies and procedures not only to comply with the disclosure requirements as stipulated in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, but also setting out the persons authorised and responsible to approve and disclose material information to regulators, shareholders and stakeholders.

The release of material information will be made publicly via Bursa Malaysia Securities Berhad. Members of the public can also obtain the full financial results and the Company’s announcements from the Bursa Malaysia Securities Berhad’s website.

The Company’s website at http://www.kamdar.com.my/. is regularly updated and provides relevant information on the Company which is accessible to the public to make informed investment decision.

PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS

1. COMMUNICATION WITH STAKEHOLDERS

11.0 There is continuous communication between the company and stakeholders to facilitate mutual understanding of each other’s objectives and expectations. Stakeholders are able to make informed decisions with respect to the business of the company, its policies on governance, the environment and social responsibility.

The Company values dialogues with the investors and is constantly striving to improve the communication with the public. The Board believes that an effective investor relation is essential in enhancing shareholders’ value and therefore ensures that shareholders are kept well informed of major development of the Company. Such information is disseminated via the Company’s Annual Report, various disclosures and announcements to Bursa Securities and the Company’s web site http://www.kamdar.com.my/

The AGM is the principal forum for dialogue between the Company and the shareholders. The Board provides the opportunity for shareholders to raise questions pertaining to issues in the financial performance and business plan of the Group. The Board takes the opportunity to present a comprehensive review of the progress and performance of the Company and provides answers to the questions raised by the shareholders during the general meeting.


2. CONDUCT OF GENERAL MEETINGS

12.0 Shareholders are able to participate, engage the board and senior management effectively and make informed voting decisions at general meetings.

The Group is of the view that General Meetings are important platforms to engage with its shareholders as well as to address their concerns. The Group encourage shareholders to attend and participate in the AGM by providing adequate advance notice and holding the AGM at a readily accessible location. The location of the AGM is customarily nestled in the Company which is easily assessible through public transportation. The resolution of the General Meetings is conducted via poll voting.

The key element of the Company’s dialogue with its shareholders is the opportunity to gather views of, and answer questions from, both the individual and institutional investors on all aspects relevant to the Company at the Annual General Meeting. It is also a requirement for the Company to send the Notice of the Annual General Meeting and related circular to its shareholders at least twenty-one (21) days before the meeting. At the Annual General Meeting, shareholders are encouraged to ask questions both about the resolutions being proposed or about the Group’s operations in general to seek more information. Where it is not possible to provide immediate answers, the Chairman will undertake to furnish the shareholders with a written answer after the Annual General Meeting.

COMPLIANCE STATEMENT

Saved as disclosed above, the Board is satisfied that throughout the financial year ended 31 March 2018, the Company has applied the principles and recommendations of the corporate governance set out in MCCG, where necessary and appropriate.

This Statement is made at the Board of Directors’ Meeting held on 13 July 2018.



Audit Committee’s Report

The primary objective of the Audit Committee is to assist the Board in the effective discharge of its fiduciary responsibilities for corporate governance, financial reporting process and internal control system.

The Audit Committee have adopted practices aimed at maintaining appropriate standards of responsibility, integrity and accountability to all the Company’s shareholders.

The Board of Directors of Kamdar Group (M) Berhad (“the Board”) is pleased to present the Audit Committee Report for the financial perod ended 31 March 2018.

COMPOSITION AND MEETINGS

Based on paragraph 15.09 (1) the Main Market Listing Requirement, the Company must appoint an audit committee from amongst its directors which fulfills the following requirements:

a. the audit committee must be composed of not fewer than 3 members;b. all the audit committee members must be non-executive directors, with a majority of them being independent

directors; and c. at least one member of the audit committee – i. must be a member of the Malaysian Institute of Accountant (“MIA”); or ii. if he is not a member of the MIA, he must have at least 3 years’ working experience and – - he must have passed the examinations specified in Part 1 of the First Schedule of the Accountant

Act 1967; or - he must be a member of one of the Associations of accountants specified in Part II of the First

Schedule of the Accountants Act 1967; or iii. fulfils such other requirements as prescribed or approved by the Exchange.

As at the date of this Annual Report, the Audit Committee (“AC”) comprises three (3) Directors as follows:

ChairmanSimon @ Flam Fernandez - Independent Non-Executive Director MembersRajesh Kumar A/L Gejinder Nath - Independent Non-Executive Director Pragna A/P K M Kamdar - Non-Independent Non-Executive Director

The AC Chairman, Mr. Simon @ Flam Fernandez is a member of Malaysian Institute of Accountants (MIA) and hence, complies with paragraph 15.09(1)(c) of the Main Market Listing Requirement of Bursa Malaysia Securities Berhad.

Audit Committee’s Report (Cont’d)

The Audit Committee met five (5) times during the financial period ended 31 March 2018 and the details of attendance of the Audit Committee are as follows:

Name of Director Attendance

Simon @ Flam Fernandez 5/5

Rajesh Kumar A/L Gejinder Nath 5/5

Pragna A/P K M Kamdar 5/5

Details of the members of the Audit Committee are contained in the Profile of Directors set out in this Annual Report.

SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE

In accordance with the terms of reference of the Audit Committee, the following activities were undertaken by the Audit Committee during the financial period ended 31 March 2018, including the deliberation on and review of:

(a) the unaudited quarterly financial statements of the Group to ensure that they are in compliance with the requirements of relevant authorities, prior to submission to the Board for their approval and release of the Group's results to Bursa Securities.

(b) the annual audited financial statements of the Group and of the Company prior to submission to the Board of Directors for consideration and approval.

(c) the External Auditors’ report in relation to audit and accounting issues arising from the audit; matters arising from the audit of the Group in meetings with the External Auditors without the presence of the executive Board members and management.

(d) the internal audit plan, the internal audit report of the group and the recommendations arising from the reviews conducted by the outsourced internal auditor.

(e) the related party transactions and potential conflict of interest situation that may have arisen within the Company or Group.

(f) the re-appointment of External Auditors and their audit fees, before the recommendation to the Board of Directors for approval.

(g) the internal audit function of the Group in the following areas:-

i) review the understanding of the internal auditors’ accountability to the AC and their understanding of the Group’s business and risk environment;

ii) review the scope of audit work, adequacy of resources and access to information;iii) review the competency of the internal auditors;iv) review the timely communication and handling of the audit findings to AC, recommendations thereof

and monitoring of such recommendations; andv) review the performance of the internal auditors and quality of their internal audit plan.


Audit Committee’s Report

The primary objective of the Audit Committee is to assist the Board in the effective discharge of its fiduciary responsibilities for corporate governance, financial reporting process and internal control system.

The Audit Committee have adopted practices aimed at maintaining appropriate standards of responsibility, integrity and accountability to all the Company’s shareholders.

The Board of Directors of Kamdar Group (M) Berhad (“the Board”) is pleased to present the Audit Committee Report for the financial perod ended 31 March 2018.

COMPOSITION AND MEETINGS

Based on paragraph 15.09 (1) the Main Market Listing Requirement, the Company must appoint an audit committee from amongst its directors which fulfills the following requirements:

a. the audit committee must be composed of not fewer than 3 members;b. all the audit committee members must be non-executive directors, with a majority of them being independent

directors; and c. at least one member of the audit committee – i. must be a member of the Malaysian Institute of Accountant (“MIA”); or ii. if he is not a member of the MIA, he must have at least 3 years’ working experience and – - he must have passed the examinations specified in Part 1 of the First Schedule of the Accountant

Act 1967; or - he must be a member of one of the Associations of accountants specified in Part II of the First

Schedule of the Accountants Act 1967; or iii. fulfils such other requirements as prescribed or approved by the Exchange.

As at the date of this Annual Report, the Audit Committee (“AC”) comprises three (3) Directors as follows:

ChairmanSimon @ Flam Fernandez - Independent Non-Executive Director MembersRajesh Kumar A/L Gejinder Nath - Independent Non-Executive Director Pragna A/P K M Kamdar - Non-Independent Non-Executive Director

The AC Chairman, Mr. Simon @ Flam Fernandez is a member of Malaysian Institute of Accountants (MIA) and hence, complies with paragraph 15.09(1)(c) of the Main Market Listing Requirement of Bursa Malaysia Securities Berhad.


The Audit Committee met five (5) times during the financial period ended 31 March 2018 and the details of attendance of the Audit Committee are as follows:

Name of Director Attendance

Simon @ Flam Fernandez 5/5

Rajesh Kumar A/L Gejinder Nath 5/5

Pragna A/P K M Kamdar 5/5

Details of the members of the Audit Committee are contained in the Profile of Directors set out in this Annual Report.

SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE

In accordance with the terms of reference of the Audit Committee, the following activities were undertaken by the Audit Committee during the financial period ended 31 March 2018, including the deliberation on and review of:

(a) the unaudited quarterly financial statements of the Group to ensure that they are in compliance with the requirements of relevant authorities, prior to submission to the Board for their approval and release of the Group's results to Bursa Securities.

(b) the annual audited financial statements of the Group and of the Company prior to submission to the Board of Directors for consideration and approval.

(c) the External Auditors’ report in relation to audit and accounting issues arising from the audit; matters arising from the audit of the Group in meetings with the External Auditors without the presence of the executive Board members and management.

(d) the internal audit plan, the internal audit report of the group and the recommendations arising from the reviews conducted by the outsourced internal auditor.

(e) the related party transactions and potential conflict of interest situation that may have arisen within the Company or Group.

(f) the re-appointment of External Auditors and their audit fees, before the recommendation to the Board of Directors for approval.

(g) the internal audit function of the Group in the following areas:-

i) review the understanding of the internal auditors’ accountability to the AC and their understanding of the Group’s business and risk environment;

ii) review the scope of audit work, adequacy of resources and access to information;iii) review the competency of the internal auditors;iv) review the timely communication and handling of the audit findings to AC, recommendations thereof

and monitoring of such recommendations; andv) review the performance of the internal auditors and quality of their internal audit plan.



INTERNAL AUDIT FUNCTION

During the financial year ended 31 March 2018, the Group’s internal audit function was carried out in-house by an Internal Audit Executive (“IAE”). The IAE reviews and improves the existing internal control processes and assist in identifying and managing the Group’s risks and the control procedures to manage those risks and to assist the AC in obtaining the assurance quality in relation to the effectiveness of the system of internal control implemented by the Management.

During the financial year under review, the IAE carried out an independent internal audit review on the Inventory Management which covers the adequacy and effectiveness of the Company and its internal control and compliance with the Company’s policies and procedures over the following business processes / areas:

• InventoryPhysicalCount• InventoryTrackingSystem• StockArrangement• StockLevelMonitoring• WarehouseControlandAccess• ShippingorDeliveryControl• MonitoringofGoodsReceiving• EvaluationoftheInternalControlSystem

The total cost incurred for the internal audit service for the financial year was RM83,090.67.

Statement on Risk Management andInternal Control

INTRODUCTION

THE Board is pleased to present its Statement on Risk Management and Internal Control which outlines the nature and scope of the risk management and internal control of the Group for the financial year 31 March 2018. This statement is issued in line with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad on the Group’s compliance with the Principles and Best practices relating to risk management and internal control as stipulated in the Malaysian Code of Corporate Governance 2017 (“the Code”)

BOARD OF DIRECTORS’ RESPONSIBILITIES

The Board of Directors affirms its overall responsibility for the Group’s system of internal controls, including the assurance of its adequacy and integrity, and its alignment with business objectives. However, it should be noted that control systems are designed to manage, rather than to totally eliminate, associated risks and as such, can only provide reasonable but not absolute assurance against material loss or failure.

RISK MANAGEMENT

The Board has established an ongoing process for identifying, evaluating, monitoring and managing the key risks faced by the Group in its achievement of objectives and strategies which encompasses the following:

• Principles of the risk management framework• Approach to risk management• Approach in reviews and monitoring key risks• Ongoing reviews of the internal control system

In providing oversight of risk management framework and policies of the Group, the Board is assisted by the Audit and Risk Management Committee (“ARMC”) to:

• ensure that Management maintains a sound risk management and internal controls to safeguard shareholders’ investments and the Group’s assets: and

• determine the nature and extent of key risks which the Group is willing to take in achieving its strategic objectives.

Key management staff and Heads of Department are delegated with the responsibility of identifying and managing risks related to their functions and departments.

The Management also convened a Risk Management meeting to assess, discuss and deliberate on key risks of the Group so as to improve on the control environment. Key risks are assessed together with recommendations for their mitigation. The Board and Management practices proactive identification of key risks on a regular basis. This process has been in place for the duration of the financial year.

The risk management process is affected through the following mechanisms and measures, by which the Board obtains timely and accurate information of all major control issues in relation to internal controls, regulatory compliance and risk-taking:



INTERNAL AUDIT FUNCTION

During the financial year ended 31 March 2018, the Group’s internal audit function was carried out in-house by an Internal Audit Executive (“IAE”). The IAE reviews and improves the existing internal control processes and assist in identifying and managing the Group’s risks and the control procedures to manage those risks and to assist the AC in obtaining the assurance quality in relation to the effectiveness of the system of internal control implemented by the Management.

During the financial year under review, the IAE carried out an independent internal audit review on the Inventory Management which covers the adequacy and effectiveness of the Company and its internal control and compliance with the Company’s policies and procedures over the following business processes / areas:

• InventoryPhysicalCount• InventoryTrackingSystem• StockArrangement• StockLevelMonitoring• WarehouseControlandAccess• ShippingorDeliveryControl• MonitoringofGoodsReceiving• EvaluationoftheInternalControlSystem

The total cost incurred for the internal audit service for the financial year was RM83,090.67.

Statement on Risk Management andInternal Control

INTRODUCTION

THE Board is pleased to present its Statement on Risk Management and Internal Control which outlines the nature and scope of the risk management and internal control of the Group for the financial year 31 March 2018. This statement is issued in line with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad on the Group’s compliance with the Principles and Best practices relating to risk management and internal control as stipulated in the Malaysian Code of Corporate Governance 2017 (“the Code”)

BOARD OF DIRECTORS’ RESPONSIBILITIES

The Board of Directors affirms its overall responsibility for the Group’s system of internal controls, including the assurance of its adequacy and integrity, and its alignment with business objectives. However, it should be noted that control systems are designed to manage, rather than to totally eliminate, associated risks and as such, can only provide reasonable but not absolute assurance against material loss or failure.

RISK MANAGEMENT

The Board has established an ongoing process for identifying, evaluating, monitoring and managing the key risks faced by the Group in its achievement of objectives and strategies which encompasses the following:

• Principles of the risk management framework• Approach to risk management• Approach in reviews and monitoring key risks• Ongoing reviews of the internal control system

In providing oversight of risk management framework and policies of the Group, the Board is assisted by the Audit and Risk Management Committee (“ARMC”) to:

• ensure that Management maintains a sound risk management and internal controls to safeguard shareholders’ investments and the Group’s assets: and

• determine the nature and extent of key risks which the Group is willing to take in achieving its strategic objectives.

Key management staff and Heads of Department are delegated with the responsibility of identifying and managing risks related to their functions and departments.

The Management also convened a Risk Management meeting to assess, discuss and deliberate on key risks of the Group so as to improve on the control environment. Key risks are assessed together with recommendations for their mitigation. The Board and Management practices proactive identification of key risks on a regular basis. This process has been in place for the duration of the financial year.

The risk management process is affected through the following mechanisms and measures, by which the Board obtains timely and accurate information of all major control issues in relation to internal controls, regulatory compliance and risk-taking:


Statement on Risk Management andInternal Control (Cont’d)

RISK MANAGEMENT (cont’d)

• InternalAuditandRiskManagementFunctions

The Board acknowledges the importance of Internal Audit and Risk Management functions and has appointed an Internal Audit Executive, in house to conduct an internal audit on the inventory management system and had presented its findings together with recommendations and Management action plan to the Audit and Risk Management Committee for review.

The Group also undertook self-assessment of functional risk and controls by the operational heads to provide Management and the Audit Committee with sufficient assurance that the system of internal controls were operating effectively.

• FinancialPerformancePlanning,ReviewandTracking

The Board of Directors, together with the Management, will formulate the yearly business plan and annual budgets for the consideration of the Board. Business plan will set out the business objectives, strategies and targets while budgeted data are used to monitor the performance on an ongoing basis. Key business risks are identified during the business planning process and are reviewed regularly during the year.

Regular periodic meetings of the Board, Board Committees and Senior Management represent the main platform through which the Group’s performance and conduct is assessed and monitored. The daily operations of the business are entrusted to the Management team.

• OperationalMonitoringandControls

The Group ensures that regular and comprehensive information is provided to Management, covering financial and operational performance and key business indicators, for effective monitoring and decision making. This is supplemented by regular visits to operating units by members of the Senior Management.

The Board also ensures that all recurrent related party transactions are dealt in accordance with the Listing Requirements. These recurrent related party transactions are subject to review by the Audit Committee and the Board at their respective meetings.

• ControlEnvironment

The Board is committed towards maintaining a strong control structure and environment for the proper conduct of the Group’s business operations and towards achieving a sound system of internal control. The control processes in place are as follows:

✳ The Group has a comprehensive Human Resource Policy which defines the rules, regulations, remuneration structure and employment procedure applicable to all the employees within the Group. Job functions for the Management and employees in the Group are clearly defined to provide well defined roles and responsibilities for the enhancement of the Group’s performance.

✳ Investments and projects are subject to formal review and authorization procedures where the Chairman and the Board of Directors will review significant projects before making recommendations to the Board for consideration and approval.


INTERNAL CONTROL STRUCTURE

The Board is aware of the importance of a sound internal control structure towards promoting good corporate governance. In this respect, the Board has established appropriate control structure and process for identifying, evaluating, monitoring, and managing key risks that may affect the achievement of business objectives. The Board maintains ultimate responsibility over the Group’s systems of internal controls which has been delegated to the Management for effective implementation.

The Group has put in place the following to support the control structure and process:-

• OrganisationStructure

There is a well defined organisation structure with scopes of responsibility, clear lines of accountability, and appropriate levels of delegated authority. There is a process of hierarchical reporting which provides for a documented and auditable trail of accountability.

• GroupPoliciesandProcedures

The Group has in place standard operating procedures and controls to ensure regular and comprehensive information is provided to Management, covering financial and operational performance and key business indicators, for effective monitoring and decision making. Delegation of authorities including authorization limits are clearly defined to ensure accountability and responsibility.

The Board continues to review and implement measures to strengthen the internal control environment of the Group.

REVIEW OF THE STATEMENT BY EXTERNAL AUDITORS

As required by paragraph 15.23 of the Listing Requirement, the External Auditors have reviewed this Statement on Internal Control for inclusion in the Annual Report of the Group for the year ended 31 March 2018 and reported to the Board that nothing has come to their attention that causes them to believe that this Statement is inconsistent with their understanding of the process adopted by the Board in reviewing the adequacy and effectiveness of the risk Management and internal control system.

CONCLUSION

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

This statement is made in accordance with a resolution of the Board dated 13 July 2018.



RISK MANAGEMENT (cont’d)

• InternalAuditandRiskManagementFunctions

The Board acknowledges the importance of Internal Audit and Risk Management functions and has appointed an Internal Audit Executive, in house to conduct an internal audit on the inventory management system and had presented its findings together with recommendations and Management action plan to the Audit and Risk Management Committee for review.

The Group also undertook self-assessment of functional risk and controls by the operational heads to provide Management and the Audit Committee with sufficient assurance that the system of internal controls were operating effectively.

• FinancialPerformancePlanning,ReviewandTracking

The Board of Directors, together with the Management, will formulate the yearly business plan and annual budgets for the consideration of the Board. Business plan will set out the business objectives, strategies and targets while budgeted data are used to monitor the performance on an ongoing basis. Key business risks are identified during the business planning process and are reviewed regularly during the year.

Regular periodic meetings of the Board, Board Committees and Senior Management represent the main platform through which the Group’s performance and conduct is assessed and monitored. The daily operations of the business are entrusted to the Management team.

• OperationalMonitoringandControls

The Group ensures that regular and comprehensive information is provided to Management, covering financial and operational performance and key business indicators, for effective monitoring and decision making. This is supplemented by regular visits to operating units by members of the Senior Management.

The Board also ensures that all recurrent related party transactions are dealt in accordance with the Listing Requirements. These recurrent related party transactions are subject to review by the Audit Committee and the Board at their respective meetings.

• ControlEnvironment

The Board is committed towards maintaining a strong control structure and environment for the proper conduct of the Group’s business operations and towards achieving a sound system of internal control. The control processes in place are as follows:

✳ The Group has a comprehensive Human Resource Policy which defines the rules, regulations, remuneration structure and employment procedure applicable to all the employees within the Group. Job functions for the Management and employees in the Group are clearly defined to provide well defined roles and responsibilities for the enhancement of the Group’s performance.

✳ Investments and projects are subject to formal review and authorization procedures where the Chairman and the Board of Directors will review significant projects before making recommendations to the Board for consideration and approval.


INTERNAL CONTROL STRUCTURE

The Board is aware of the importance of a sound internal control structure towards promoting good corporate governance. In this respect, the Board has established appropriate control structure and process for identifying, evaluating, monitoring, and managing key risks that may affect the achievement of business objectives. The Board maintains ultimate responsibility over the Group’s systems of internal controls which has been delegated to the Management for effective implementation.

The Group has put in place the following to support the control structure and process:-

• OrganisationStructure

There is a well defined organisation structure with scopes of responsibility, clear lines of accountability, and appropriate levels of delegated authority. There is a process of hierarchical reporting which provides for a documented and auditable trail of accountability.

• GroupPoliciesandProcedures

The Group has in place standard operating procedures and controls to ensure regular and comprehensive information is provided to Management, covering financial and operational performance and key business indicators, for effective monitoring and decision making. Delegation of authorities including authorization limits are clearly defined to ensure accountability and responsibility.

The Board continues to review and implement measures to strengthen the internal control environment of the Group.

REVIEW OF THE STATEMENT BY EXTERNAL AUDITORS

As required by paragraph 15.23 of the Listing Requirement, the External Auditors have reviewed this Statement on Internal Control for inclusion in the Annual Report of the Group for the year ended 31 March 2018 and reported to the Board that nothing has come to their attention that causes them to believe that this Statement is inconsistent with their understanding of the process adopted by the Board in reviewing the adequacy and effectiveness of the risk Management and internal control system.

CONCLUSION

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

This statement is made in accordance with a resolution of the Board dated 13 July 2018.


Other Disclosure Requirements Pursuant to the Listing Requirements of Bursa Securities

1. UTILISATION OF PROCEEDS FROM CORPORATE EXERCISE

The Company did not undertake any corporate exercise during the financial year, hence no proceeds were raised therefrom.

2. AUDIT AND NON-AUDIT FEES

(a) Amount of audit fees paid or payable to the Company’s auditors incurred by the Company and on a group basis are RM32,000 and RM137,090 respectively.

(b) There were no non-audit fees paid or payable to the Company’s auditors incurred by the Company and on a group basis.

3. MATERIAL CONTRACTS AND CONTRACTS RELATING TO LOANS

There were no material contracts entered into by the Company and its subsidiaries which involved Directors’ or major shareholders’ interest (not being contracts entered into in the ordinary course of business) during the financial year ended 31 March 2018.

4. RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE AND TRADING NATURE

The recurrent related party transactions of the Company during the year amounted to RM346,849 with details as stated in Note 27 to the financial statements.

Directors’ Report

The Directors have pleasure in submitting their report and the audited financial statements of the Group and of the Company for the financial period from 1 January 2017 to 31 March 2018. Principal activities The principal activity of the Company is investment holding. The principal activities of the subsidiaries are disclosed in Note 17 to the financial statements.

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

Change of financial year end

The financial year end of the Company has been changed from 31 December to 31 March and this is the first set of financial statements prepared to end on the new accounting date. As a result of this, the audited financial statements are prepared for a period of 15 months from 1 January 2017 to 31 March 2018.

ResultsGroup Company

RM RMProfit/(Loss) for the financial period attributable to:Owners of the Company 3,085,131 (638,035)

Reserves and provisions

There were no material transfers to or from reserves and provisions during the financial period.

Dividends

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

The Directors do not recommend any dividend for the financial period from 1 January 2017 to 31 March 2018.

Directors The directors of the Company in office during the financial period and during the period from the end of the financial period to the date of this report are:

Kamal Kumar Kishorchandra KamdarRajesh Kumar A/L Gejinder NathChia Lee HoonSimon @ Flam Fernandez Pragna A/P K.M. Kamdar

The names of the directors of the Company’s subsidiaries since the beginning of the financial period to the date of this report, excluding those who are already listed above are:

Hamendra A/L B.M. KamdarParesh A/L Bhanulal Shantilal


Other Disclosure Requirements Pursuant to the Listing Requirements of Bursa Securities

1. UTILISATION OF PROCEEDS FROM CORPORATE EXERCISE

The Company did not undertake any corporate exercise during the financial year, hence no proceeds were raised therefrom.

2. AUDIT AND NON-AUDIT FEES

(a) Amount of audit fees paid or payable to the Company’s auditors incurred by the Company and on a group basis are RM32,000 and RM137,090 respectively.

(b) There were no non-audit fees paid or payable to the Company’s auditors incurred by the Company and on a group basis.

3. MATERIAL CONTRACTS AND CONTRACTS RELATING TO LOANS

There were no material contracts entered into by the Company and its subsidiaries which involved Directors’ or major shareholders’ interest (not being contracts entered into in the ordinary course of business) during the financial year ended 31 March 2018.

4. RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE AND TRADING NATURE

The recurrent related party transactions of the Company during the year amounted to RM346,849 with details as stated in Note 27 to the financial statements.

Directors’ Report

The Directors have pleasure in submitting their report and the audited financial statements of the Group and of the Company for the financial period from 1 January 2017 to 31 March 2018. Principal activities The principal activity of the Company is investment holding. The principal activities of the subsidiaries are disclosed in Note 17 to the financial statements.


Change of financial year end


ResultsGroup Company

RM RMProfit/(Loss) for the financial period attributable to:Owners of the Company 3,085,131 (638,035)

Reserves and provisions

There were no material transfers to or from reserves and provisions during the financial period.

Dividends

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

The Directors do not recommend any dividend for the financial period from 1 January 2017 to 31 March 2018.

Directors The directors of the Company in office during the financial period and during the period from the end of the financial period to the date of this report are:

Kamal Kumar Kishorchandra KamdarRajesh Kumar A/L Gejinder NathChia Lee HoonSimon @ Flam Fernandez Pragna A/P K.M. Kamdar

The names of the directors of the Company’s subsidiaries since the beginning of the financial period to the date of this report, excluding those who are already listed above are:

Hamendra A/L B.M. KamdarParesh A/L Bhanulal Shantilal


Directors’ Report (Cont’d)

Directors’ interest in shares

The shareholdings in the Ordinary Shares of the Company and of its related corporations (other than wholly-owned subsidiaries) of those who were directors at the end of the financial period, as recorded in Register of Director’s Shareholding kept by the Company under Section 59 of the Companies Act, 2016 in Malaysia were as follows:

Number of Ordinary Shares Balance at Balance at

In the Company 1.1.2017 Bought Sold 31.3.2018Direct interest:Kamal Kumar Kishorchandra Kamdar 56,468,715 - - 56,468,715

By virtue of his interest in shares of the Company, Kamal Kumar Kishorchandra Kamdar is also deemed to be interested in the shares of all the subsidiaries of the Company to the extent that the Company and the holding company respectively have an interest pursuant to Section 8 of the Companies Act, 2016 in Malaysia.

None of the other directors in office at the end of the financial period had any interest in shares of the Company and its related companies during the financial period.

Directors' benefits

Since the end of the previous financial year, no director of the Company has received nor become entitled to receive any benefit by reason of a contract made by the Company or a related corporation with the directors or with a firm of which the director is a member, or with a company in which the director has a substantial financial interest other than as disclosed in Note 27 to the financial statements.

There were no arrangements during or at the end of the financial period, which had the object of enabling the directors to acquire benefits by means of the acquisition of shares in, or debentures of the Company or any other body corporate.

Directors’ remuneration and fees

Directors’ remuneration and fees of the Group and of the Company excluding other emoluments amounted to RM2,600,930 and RM180,000 respectively as disclosed in Note 7 to the financial statements.

Indemnity and insurance for director, officer or auditor

There was no indemnity given to or insurance effected for any director, officer or auditor of the Group and of the Company.

Issue of shares and debentures

There were no changes in the share capital of the Company during the financial period.

On 31 January 2017, the Companies Act, 2016 in Malaysia became effective and rendered the par value regime no longer applicable. This has resulted in the Company’s share capital no longer having a par value and the authorised share capital no longer relevant at the date of the report.

There were no debentures issued during the financial period.


Options granted over unissued shares

No options were granted to any person to take up unissued shares of the Company during the financial period.

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

(i) proper action had been taken in relation to the writing off of bad debts and the making of provision for doubtful debts and have satisfied themselves that no known bad debts and that adequate provision had been made for doubtful debts; and

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

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

(i) which would necessitate the writing off of bad debts or render the amount of the provision for doubtful debts inadequate to any substantial extent; or

(ii) which would render the value attributed to current assets in the financial statements of the Group and of the Company misleading; or

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

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

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

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

(ii) any contingent liability in respect of the Group and of the Company that has arisen since the end of the

financial period.

No contingent liability 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 period which, in the opinion of the Directors, will or may substantially affect the ability of the Group and of the Company to meet their obligations as and when they fall due other than as disclosed in Note 34 to the financial statements. In the opinion of the Directors, the financial performance of the Group and of the Company for the financial period from 1 January 2017 to 31 March 2018 have not been substantially affected by any item, transaction or event of a material and unusual nature nor has any such item, transaction or event occurred in the interval between the end of the financial period and the date of this report.



Directors’ interest in shares

The shareholdings in the Ordinary Shares of the Company and of its related corporations (other than wholly-owned subsidiaries) of those who were directors at the end of the financial period, as recorded in Register of Director’s Shareholding kept by the Company under Section 59 of the Companies Act, 2016 in Malaysia were as follows:

Number of Ordinary Shares Balance at Balance at

In the Company 1.1.2017 Bought Sold 31.3.2018Direct interest:Kamal Kumar Kishorchandra Kamdar 56,468,715 - - 56,468,715

By virtue of his interest in shares of the Company, Kamal Kumar Kishorchandra Kamdar is also deemed to be interested in the shares of all the subsidiaries of the Company to the extent that the Company and the holding company respectively have an interest pursuant to Section 8 of the Companies Act, 2016 in Malaysia.

None of the other directors in office at the end of the financial period had any interest in shares of the Company and its related companies during the financial period.

Directors' benefits

Since the end of the previous financial year, no director of the Company has received nor become entitled to receive any benefit by reason of a contract made by the Company or a related corporation with the directors or with a firm of which the director is a member, or with a company in which the director has a substantial financial interest other than as disclosed in Note 27 to the financial statements.

There were no arrangements during or at the end of the financial period, which had the object of enabling the directors to acquire benefits by means of the acquisition of shares in, or debentures of the Company or any other body corporate.

Directors’ remuneration and fees

Directors’ remuneration and fees of the Group and of the Company excluding other emoluments amounted to RM2,600,930 and RM180,000 respectively as disclosed in Note 7 to the financial statements.

Indemnity and insurance for director, officer or auditor

There was no indemnity given to or insurance effected for any director, officer or auditor of the Group and of the Company.

Issue of shares and debentures

There were no changes in the share capital of the Company during the financial period.


There were no debentures issued during the financial period.


Options granted over unissued shares

No options were granted to any person to take up unissued shares of the Company during the financial period.

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

(i) proper action had been taken in relation to the writing off of bad debts and the making of provision for doubtful debts and have satisfied themselves that no known bad debts and that adequate provision had been made for doubtful debts; and

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

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

(i) which would necessitate the writing off of bad debts or render the amount of the provision for doubtful debts inadequate to any substantial extent; or

(ii) which would render the value attributed to current assets in the financial statements of the Group and of the Company misleading; or

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

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

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

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

(ii) any contingent liability in respect of the Group and of the Company that has arisen since the end of the

financial period.

No contingent liability 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 period which, in the opinion of the Directors, will or may substantially affect the ability of the Group and of the Company to meet their obligations as and when they fall due other than as disclosed in Note 34 to the financial statements. In the opinion of the Directors, the financial performance of the Group and of the Company for the financial period from 1 January 2017 to 31 March 2018 have not been substantially affected by any item, transaction or event of a material and unusual nature nor has any such item, transaction or event occurred in the interval between the end of the financial period and the date of this report.



Auditors The auditors, Messrs PKF, have indicated their willingness to continue in office.

The remuneration of auditors of the Group and of the Company amounted to RM137,090 and RM32,000 respectively as disclosed in Note 6 to the financial statements.

Signed on behalf of the Directorsin accordance with a resolution of the Board,

KAMAL KUMAR KISHORCHANDRAKAMDAR

CHIA LEE HOON

Kuala Lumpur13 July 2018

Statement by Directors and Statutory Declaration

STATEMENT BY DIRECTORS PURSUANT TO SECTION 251(2) OF THE COMPANIES ACT, 2016 IN MALAYSIA

In the opinion of the Directors, the accompanying financial statements as set out on pages 42 to 116 are drawn up in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act, 2016 in Malaysia, so as to give a true and fair view of the financial position of the Group and of the Company as at 31 March 2018 and of their financial performance and their cash flows for the financial period from 1 January 2017 to 31 March 2018.



CHIA LEE HOON


STATUTORY DECLARATION PURSUANT TO SECTION 251(1)(b) OF THE COMPANIES ACT, 2016 IN MALAYSIA

I, KAMAL KUMAR KISHORCHANDRA KAMDAR, being the director primarily responsible for the financial management of KAMDAR GROUP (M) BERHAD, do solemnly and sincerely declare that to the best of my knowledge and belief, the financial statements as set out on pages 42 to 116 are in my opinion correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960 in Malaysia.

Subscribed and solemnly declared by the above named at Kuala Lumpur in Wilayah Persekutuan on 13 July 2018

)))


Before me,

COMMISSIONER FOR OATHS



Auditors The auditors, Messrs PKF, have indicated their willingness to continue in office.

The remuneration of auditors of the Group and of the Company amounted to RM137,090 and RM32,000 respectively as disclosed in Note 6 to the financial statements.



CHIA LEE HOON


Statement by Directors and Statutory Declaration

STATEMENT BY DIRECTORS PURSUANT TO SECTION 251(2) OF THE COMPANIES ACT, 2016 IN MALAYSIA

In the opinion of the Directors, the accompanying financial statements as set out on pages 42 to 116 are drawn up in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act, 2016 in Malaysia, so as to give a true and fair view of the financial position of the Group and of the Company as at 31 March 2018 and of their financial performance and their cash flows for the financial period from 1 January 2017 to 31 March 2018.



CHIA LEE HOON


STATUTORY DECLARATION PURSUANT TO SECTION 251(1)(b) OF THE COMPANIES ACT, 2016 IN MALAYSIA

I, KAMAL KUMAR KISHORCHANDRA KAMDAR, being the director primarily responsible for the financial management of KAMDAR GROUP (M) BERHAD, do solemnly and sincerely declare that to the best of my knowledge and belief, the financial statements as set out on pages 42 to 116 are in my opinion correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960 in Malaysia.

Subscribed and solemnly declared by the above named at Kuala Lumpur in Wilayah Persekutuan on 13 July 2018

)))


Before me,

COMMISSIONER FOR OATHS


Independent Auditors’ Report

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of KAMDAR GROUP (M) BERHAD, which comprise the statements of financial position as at 31 March 2018 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 period from 1 January 2017 to 31 March 2018, and notes to the financial statements, including a summary of significant accounting policies, as set out on pages 42 to 116.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Group and of the Company as at 31 March 2018, and of their financial performance and their cash flows for the financial period from 1 January 2017 to 31 March 2018 in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act, 2016 in Malaysia.

Basis for Opinion

We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report.

We are independent of the Group and of the Company in accordance with the By-Laws (on Professional Ethics, Conduct and Practice) of the Malaysian Institute of Accountants (“By-Laws”) and the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (“IESBA Code”), and we have fulfilled our other ethical responsibilities in accordance with the By-Laws and the IESBA Code.

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements for the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

(i) Inventory existence and carrying value(Refer to Note 19 to the financial statements)

The Group holds significant amount of inventory amounting to RM119,663,260 which represent 36% of the Group’s assets as at the financial period ended 31 March 2018. These inventories mainly consist of textiles and apparel related goods placed in the Group’s branches and warehouses. As the business of the textile industry is volatile with constant change in consumer demand in taste and trend, there is risk that consumer appetite for textile and apparel designs may diminish with time. Additionally, the existence and carrying value of the inventories held, relies on the integrity of the Group’s internal controls in inventory management.

The assessment of the adequacy of inventory write-downs as a result of potential obsolescence and valuing inventories at the lower of cost and net realisable value are significant audit risk areas due to the inherent uncertainty on commercial realisation, risk of invalid inventory selling prices in valuation, and the sheer volume of inventory involved.

Independent Auditors’ Report (Cont’d)

Key Audit Matters (Cont’d)

Our procedures included:

(a) Testing the methodology for calculating the write-downs, challenging the appropriateness and consistency of judgements and assumptions, and considering the nature and suitability of historical data used in estimating these amounts.

(b) Obtaining an understanding on the processes to identify specific problems in inventory management and historical loss rates.

(c) Attending inventory counts at selected branches and warehouses to observe and test check counts of certain items performed by the management.

Information Other than the Financial Statements and Auditors’ Report Thereon

The Directors are responsible for the other information. The other information comprises the Chairman’s Statement and Management Discussion and Analysis, Audit Committee Report, Statement on Corporate Governance, Statement on Risk Management and Internal Control and Directors’ Report but does not include the financial statements of the Group and of the Company and our auditors’ report thereon.

Our opinion on the financial statements of the Group and of the Company does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements of the Group and of the Company, our responsibility is to read the other information and, in doing so, consider whether the information is materially inconsistent with the financial statements of the Group and of the Company or our knowledge obtained in the audit or otherwise appears to be materially misstated.

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

Responsibilities of the Directors for the Financial Statements

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

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


Independent Auditors’ Report

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of KAMDAR GROUP (M) BERHAD, which comprise the statements of financial position as at 31 March 2018 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 period from 1 January 2017 to 31 March 2018, and notes to the financial statements, including a summary of significant accounting policies, as set out on pages 42 to 116.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Group and of the Company as at 31 March 2018, and of their financial performance and their cash flows for the financial period from 1 January 2017 to 31 March 2018 in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act, 2016 in Malaysia.

Basis for Opinion

We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report.

We are independent of the Group and of the Company in accordance with the By-Laws (on Professional Ethics, Conduct and Practice) of the Malaysian Institute of Accountants (“By-Laws”) and the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (“IESBA Code”), and we have fulfilled our other ethical responsibilities in accordance with the By-Laws and the IESBA Code.

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements for the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

(i) Inventory existence and carrying value(Refer to Note 19 to the financial statements)

The Group holds significant amount of inventory amounting to RM119,663,260 which represent 36% of the Group’s assets as at the financial period ended 31 March 2018. These inventories mainly consist of textiles and apparel related goods placed in the Group’s branches and warehouses. As the business of the textile industry is volatile with constant change in consumer demand in taste and trend, there is risk that consumer appetite for textile and apparel designs may diminish with time. Additionally, the existence and carrying value of the inventories held, relies on the integrity of the Group’s internal controls in inventory management.

The assessment of the adequacy of inventory write-downs as a result of potential obsolescence and valuing inventories at the lower of cost and net realisable value are significant audit risk areas due to the inherent uncertainty on commercial realisation, risk of invalid inventory selling prices in valuation, and the sheer volume of inventory involved.


Key Audit Matters (Cont’d)

Our procedures included:

(a) Testing the methodology for calculating the write-downs, challenging the appropriateness and consistency of judgements and assumptions, and considering the nature and suitability of historical data used in estimating these amounts.

(b) Obtaining an understanding on the processes to identify specific problems in inventory management and historical loss rates.

(c) Attending inventory counts at selected branches and warehouses to observe and test check counts of certain items performed by the management.

Information Other than the Financial Statements and Auditors’ Report Thereon

The Directors are responsible for the other information. The other information comprises the Chairman’s Statement and Management Discussion and Analysis, Audit Committee Report, Statement on Corporate Governance, Statement on Risk Management and Internal Control and Directors’ Report but does not include the financial statements of the Group and of the Company and our auditors’ report thereon.

Our opinion on the financial statements of the Group and of the Company does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements of the Group and of the Company, our responsibility is to read the other information and, in doing so, consider whether the information is materially inconsistent with the financial statements of the Group and of the Company or our knowledge obtained in the audit or otherwise appears to be materially misstated.

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

Responsibilities of the Directors for the Financial Statements

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

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



Auditors’ Responsibilities for the Audit of the Financial Statements

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

As part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

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

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s and of the Company’s internal control.

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

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

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

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


Auditors’ Responsibilities for the Audit of the Financial Statements (cont’d)

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

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

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

Other Matters

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

The comparative figures were audited by another firm of auditors who expressed an unmodified opinion on those statements on 10 April 2017.

PKF BRIAN WONG WYE PONGAF 0911 02610/04/2019 JCHARTERED ACCOUNTANTS CHARTERED ACCOUNTANT




Auditors’ Responsibilities for the Audit of the Financial Statements

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

As part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

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

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s and of the Company’s internal control.

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

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

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

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


Auditors’ Responsibilities for the Audit of the Financial Statements (cont’d)

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

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

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

Other Matters

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

The comparative figures were audited by another firm of auditors who expressed an unmodified opinion on those statements on 10 April 2017.

PKF BRIAN WONG WYE PONGAF 0911 02610/04/2019 JCHARTERED ACCOUNTANTS CHARTERED ACCOUNTANT



Statements of Financial Position as at 31 March 2018

Group Company

31.3.2018Restated

31.12.2016 31.3.2018 31.12.2016 Note RM RM RM RM

ASSETSNon-current assetsProperty, plant and

equipment 11 122,054,286 124,394,712 - -Investment properties 12 53,090,000 37,395,000 - -Prepaid land lease

payments 13 8,576,775 5,931,996 - -Capital work-in-

progress 14 - 15,869,500 - -Available for sale

investment 15 - - - -Goodwill 16 373,506 373,506 - -Investment in

subsidiaries 17 - - 256,430,002 256,430,002Deferred tax assets 18 163,000 175,000 - -

184,257,567 184,139,714 256,430,002 256,430,002

Current assetsInventories 19 119,663,260 135,083,868 - -Trade and non-trade

receivables 20 13,085,985 14,546,698 31,145 29,418Tax recoverable 2,415,493 3,167,278 - -Short term deposits with

licensed banks 21 5,651,021 5,495,299 - -Cash and bank balances 22 8,661,730 8,028,441 111,224 179,308

149,477,489 166,321,584 142,369 208,726

TOTAL ASSETS 333,735,056 350,461,298 256,572,371 256,638,728

Statements of Financial Position as at 31 March 2018 (Cont’d)

Group Company

31.3.2018Restated

31.12.2016 31.3.2018 31.12.2016Note RM RM RM RM

EQUITY AND LIABILITIES

Equity attributable to owners of the Company

Share capital 23 197,990,002 197,990,002 197,990,002 197,990,002Reserves 24 24,347,099 21,261,968 4,224,480 4,862,515TOTAL EQUITY 222,337,101 219,251,970 202,214,482 202,852,517

Non-current liabilities

Borrowings 25 50,823,040 49,456,140 15,433,171 16,298,734Deferred tax

liabilities 18 1,891,679 2,256,061 - -52,714,719 51,712,201 15,433,171 16,298,734

Current liabilitiesTrade and non-trade

payables 26 14,923,700 15,042,253 38,215,132 36,851,189Borrowings 25 43,556,156 64,109,235 670,128 619,512Tax payable 203,380 345,639 39,458 16,776

58,683,236 79,497,127 38,924,718 37,487,477TOTAL

LIABILITIES 111,397,955 131,209,328 54,357,889 53,786,211TOTAL EQUITY

AND LIABILITIES 333,735,056 350,461,298 256,572,371 256,638,728


Statements of Financial Position as at 31 March 2018

Group Company

31.3.2018Restated

31.12.2016 31.3.2018 31.12.2016 Note RM RM RM RM

ASSETSNon-current assetsProperty, plant and

equipment 11 122,054,286 124,394,712 - -Investment properties 12 53,090,000 37,395,000 - -Prepaid land lease

payments 13 8,576,775 5,931,996 - -Capital work-in-

progress 14 - 15,869,500 - -Available for sale

investment 15 - - - -Goodwill 16 373,506 373,506 - -Investment in

subsidiaries 17 - - 256,430,002 256,430,002Deferred tax assets 18 163,000 175,000 - -

184,257,567 184,139,714 256,430,002 256,430,002

Current assetsInventories 19 119,663,260 135,083,868 - -Trade and non-trade

receivables 20 13,085,985 14,546,698 31,145 29,418Tax recoverable 2,415,493 3,167,278 - -Short term deposits with

licensed banks 21 5,651,021 5,495,299 - -Cash and bank balances 22 8,661,730 8,028,441 111,224 179,308

149,477,489 166,321,584 142,369 208,726

TOTAL ASSETS 333,735,056 350,461,298 256,572,371 256,638,728

Statements of Financial Position as at 31 March 2018 (Cont’d)

Group Company

31.3.2018Restated

31.12.2016 31.3.2018 31.12.2016Note RM RM RM RM

EQUITY AND LIABILITIES

Equity attributable to owners of the Company

Share capital 23 197,990,002 197,990,002 197,990,002 197,990,002Reserves 24 24,347,099 21,261,968 4,224,480 4,862,515TOTAL EQUITY 222,337,101 219,251,970 202,214,482 202,852,517

Non-current liabilities

Borrowings 25 50,823,040 49,456,140 15,433,171 16,298,734Deferred tax

liabilities 18 1,891,679 2,256,061 - -52,714,719 51,712,201 15,433,171 16,298,734

Current liabilitiesTrade and non-trade

payables 26 14,923,700 15,042,253 38,215,132 36,851,189Borrowings 25 43,556,156 64,109,235 670,128 619,512Tax payable 203,380 345,639 39,458 16,776

58,683,236 79,497,127 38,924,718 37,487,477TOTAL

LIABILITIES 111,397,955 131,209,328 54,357,889 53,786,211TOTAL EQUITY

AND LIABILITIES 333,735,056 350,461,298 256,572,371 256,638,728


Statements of Profit or Loss and Other Comprehensive Income for The FinancialPeriod from 1 January 2017 to 31 March 2018

Group Company31.3.2018 31.12.2016 31.3.2018 31.12.2016

Note RM RM RM RM

Revenue 3 175,629,974 165,172,809 - -Cost of sales 4 (107,250,953) (101,292,225) - -Gross profit 68,379,021 63,880,584 - -Other income 5 4,623,837 2,050,375 762,080 605,000Administrative

expenses (57,336,127) (53,378,248) (371,076) (392,161)Distribution costs (3,003,303) (3,301,644) - -Other expenses (1,342,381) (1,647,082) - -Profit from

operations 6 11,321,047 7,603,985 391,004 212,839Finance costs 8 (4,409,036) (3,022,318) (902,033) (766,096)Profit/(loss) before

tax 6,912,011 4,581,667 (511,029) (553,257)Tax expense 9 (3,826,880) (2,931,595) (127,006) (96,847)Profit/(Loss) and total

comprehensive income/(loss) for the period/year 3,085,131 1,650,072 (638,035) (650,104)

Profit/(Loss) for the period/year attributable to:

Owners of the Company 3,085,131 1,650,072 (638,035) (650,104)

Total comprehensive income/(loss) attributable to:


Earnings per share:Basic (sen per share) 10 1.56 0.83

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Statements of Profit or Loss and Other Comprehensive Income for The FinancialPeriod from 1 January 2017 to 31 March 2018

Group Company31.3.2018 31.12.2016 31.3.2018 31.12.2016

Note RM RM RM RM

Revenue 3 175,629,974 165,172,809 - -Cost of sales 4 (107,250,953) (101,292,225) - -Gross profit 68,379,021 63,880,584 - -Other income 5 4,623,837 2,050,375 762,080 605,000Administrative

expenses (57,336,127) (53,378,248) (371,076) (392,161)Distribution costs (3,003,303) (3,301,644) - -Other expenses (1,342,381) (1,647,082) - -Profit from

operations 6 11,321,047 7,603,985 391,004 212,839Finance costs 8 (4,409,036) (3,022,318) (902,033) (766,096)Profit/(loss) before

tax 6,912,011 4,581,667 (511,029) (553,257)Tax expense 9 (3,826,880) (2,931,595) (127,006) (96,847)Profit/(Loss) and total

comprehensive income/(loss) for the period/year 3,085,131 1,650,072 (638,035) (650,104)

Profit/(Loss) for the period/year attributable to:


Total comprehensive income/(loss) attributable to:


Earnings per share:Basic (sen per share) 10 1.56 0.83

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Statements of Changes in Equityfor The Financial Period from 1 January 2017 to 31 March 2018 (Cont’d)

Non-distributable Distributable

Share Retained Totalcapital earnings equity

Note RM RM RM

CompanyAt 1 January 2016 197,990,002 5,512,619 203,502,621Total comprehensive loss

for the financial year - (650,104) (650,104)

At 31 December 2016 197,990,002 4,862,515 202,852,517Total comprehensive loss

for the financial period - (638,035) (638,035)

At 31 March 2018 197,990,002 4,224,480 202,214,482

Statements of Cash Flowsfor The Financial Periodfrom 1 January 2017 to 31 March 2018

Group Company1.1.2017

to31.3.2018

1.1.2016 to

31.12.2016

1.1.2017to

31.3.2018

1.1.2016 to

31.12.2016 Note RM RM RM RM

Cash flows from operating activities

Profit/(Loss) before tax 6,912,011 4,581,667 (511,029) (553,257)Adjusted for:Amortisation of prepaid land

lease payments 155,221 92,194 - -Depreciation of property, plant

and equipment 4,232,489 3,754,872 - -Deposit written off 5,099 - - -(Gain)/Loss on disposal

of property, plant and equipment (7,733) 149,140 - -

Fair value gain on investment properties (1,025,000) (790,000) - -

Impairment loss on receivables 310,729 108,742 - -Impairment loss on receivables

no longer required - (40,197) - -Interest expense 5,658,116 4,437,757 902,033 766,096Interest income (315,482) (160,923) - -Inventories written down 3,759,608 1,649,133 - -Property, plant and equipment

written off 748,816 136,514 - -Reversal of inventories written

down - (203,821) - -Unrealised loss on foreign

exchange - 794,233 - -Operating profit before

working capital changes 20,433,874 14,509,311 391,004 212,839


Statements of Changes in Equityfor The Financial Period from 1 January 2017 to 31 March 2018 (Cont’d)

Non-distributable Distributable

Share Retained Totalcapital earnings equity

Note RM RM RM

CompanyAt 1 January 2016 197,990,002 5,512,619 203,502,621Total comprehensive loss

for the financial year - (650,104) (650,104)

At 31 December 2016 197,990,002 4,862,515 202,852,517Total comprehensive loss

for the financial period - (638,035) (638,035)

At 31 March 2018 197,990,002 4,224,480 202,214,482

Statements of Cash Flowsfor The Financial Periodfrom 1 January 2017 to 31 March 2018


to31.3.2018

1.1.2016 to

31.12.2016

1.1.2017to

31.3.2018

1.1.2016 to


Cash flows from operating activities

Profit/(Loss) before tax 6,912,011 4,581,667 (511,029) (553,257)Adjusted for:Amortisation of prepaid land

lease payments 155,221 92,194 - -Depreciation of property, plant

and equipment 4,232,489 3,754,872 - -Deposit written off 5,099 - - -(Gain)/Loss on disposal


Fair value gain on investment properties (1,025,000) (790,000) - -

Impairment loss on receivables 310,729 108,742 - -Impairment loss on receivables

no longer required - (40,197) - -Interest expense 5,658,116 4,437,757 902,033 766,096Interest income (315,482) (160,923) - -Inventories written down 3,759,608 1,649,133 - -Property, plant and equipment

written off 748,816 136,514 - -Reversal of inventories written

down - (203,821) - -Unrealised loss on foreign

exchange - 794,233 - -Operating profit before

working capital changes 20,433,874 14,509,311 391,004 212,839


Statements of Cash Flowsfor The Financial Periodfrom 1 January 2017 to 31 March 2018 (Cont’d)


to31.3.2018

1.1.2016 to

31.12.2016

1.1.2017to

31.3.2018

1.1.2016 to


Operating profit before working capital changes 20,433,874 14,509,311 391,004 212,839

Decrease/(Increase) in inventories 11,661,000 (10,638,421) - -

Decrease/(Increase) in receivables 1,144,885 (642,109) (1,727) 6,710

(Decrease)/Increase in payables (118,553) (10,658,804) 13,428 (1,907,933)Cash generated from/(used

in) operations 33,121,206 (7,430,023) 402,705 (1,688,384)Interest paid (961,598) (722,107) - -Tax refunded 173,130 1,013,920 - 3,790Tax paid (3,742,865) (4,563,868) (104,325) (93,000)Net cash from/(used in)

operating activities 28,589,873 (11,702,078) 298,380 (1,777,594)Cash flows from investing

activitiesInterest received 315,482 160,923 - -Proceeds from disposal

of property, plant and equipment 189,767 19,000 - -

Purchase of property, plant and equipment (i) (1,038,290) (1,913,018) - -

Capital work-in-progress incurred (2,800,500) (148,125) - -

Net cash used in investing activities (3,333,541) (1,881,220) - -


to31.3.2018

1.1.2016 to

31.12.2016

1.1.2017to

31.3.2018

1.1.2016 to


Cash flows from financing activities

Net (repayment)/drawdown of bankers' acceptance (18,106,043) 10,753,327 - -

Advances from a subsidiary - - 1,350,515 3,027,433Interest paid (4,696,518) (3,715,650) (902,033) (766,096)Repayment of finance lease

liabilities (268,381) (92,197) - -Drawdown/(Repayment) of

term loans 1,243,020 7,109,379 (814,946) (550,887)Placement of short term

deposits (155,722) (143,871) - -Net cash (used in)/from

financing activities (21,983,644) 13,910,988 (366,464) 1,710,450Net increase/(decrease)

in cash and cash equivalents 3,272,688 327,690 (68,084) (67,144)

Cash and cash equivalents at 1 January 2017/2016 (1,219,627) (1,547,317) 179,308 246,452

Cash and cash equivalents at 31 March 2018/ 31 December 2016 (ii) 2,053,061 (1,219,627) 111,224 179,308





to31.3.2018

1.1.2016 to

31.12.2016

1.1.2017to

31.3.2018

1.1.2016 to


Operating profit before working capital changes 20,433,874 14,509,311 391,004 212,839

Decrease/(Increase) in inventories 11,661,000 (10,638,421) - -

Decrease/(Increase) in receivables 1,144,885 (642,109) (1,727) 6,710

(Decrease)/Increase in payables (118,553) (10,658,804) 13,428 (1,907,933)Cash generated from/(used

in) operations 33,121,206 (7,430,023) 402,705 (1,688,384)Interest paid (961,598) (722,107) - -Tax refunded 173,130 1,013,920 - 3,790Tax paid (3,742,865) (4,563,868) (104,325) (93,000)Net cash from/(used in)

operating activities 28,589,873 (11,702,078) 298,380 (1,777,594)Cash flows from investing

activitiesInterest received 315,482 160,923 - -Proceeds from disposal

of property, plant and equipment 189,767 19,000 - -

Purchase of property, plant and equipment (i) (1,038,290) (1,913,018) - -

Capital work-in-progress incurred (2,800,500) (148,125) - -

Net cash used in investing activities (3,333,541) (1,881,220) - -


to31.3.2018

1.1.2016 to

31.12.2016

1.1.2017to

31.3.2018

1.1.2016 to


Cash flows from financing activities

Net (repayment)/drawdown of bankers' acceptance (18,106,043) 10,753,327 - -

Advances from a subsidiary - - 1,350,515 3,027,433Interest paid (4,696,518) (3,715,650) (902,033) (766,096)Repayment of finance lease

liabilities (268,381) (92,197) - -Drawdown/(Repayment) of

term loans 1,243,020 7,109,379 (814,946) (550,887)Placement of short term

deposits (155,722) (143,871) - -Net cash (used in)/from

financing activities (21,983,644) 13,910,988 (366,464) 1,710,450Net increase/(decrease)

in cash and cash equivalents 3,272,688 327,690 (68,084) (67,144)

Cash and cash equivalents at 1 January 2017/2016 (1,219,627) (1,547,317) 179,308 246,452

Cash and cash equivalents at 31 March 2018/ 31 December 2016 (ii) 2,053,061 (1,219,627) 111,224 179,308




Notes:

(i) Purchase of property, plant and equipment

Group1.1.2017

to31.3.2018

1.1.2016 to

31.12.2016RM RM

Purchase of property, plant and equipment during the financial period/year, at cost 1,622,913 2,149,777

Less: Property, plant and equipment financed under hire purchase (584,623) (236,759)

Cash payments made to purchase property, plant and equipment 1,038,290 1,913,018

(ii) Cash and cash equivalents

Cash and cash equivalents comprise the following:


to 31.3.2018

1.1.2016 to

31.12.2016

1.1.2017 to

31.3.2018

1.1.2016 to

31.12.2016RM RM RM RM

Cash and bank balances 8,661,731 8,028,441 111,224 179,308Less: Bank overdrafts

(Note 25) (6,608,670) (9,248,068) - -2,053,061 1,219,627 111,224 179,308

(iii) Reconciliation of liabilities arising from financing activities

Non-cash

1 January 2017 Cash flows acquisition 31 March 2018 RM RM RM RM

GroupBankers’ acceptance 49,254,333 (18,106,043) - 31,148,290Term loans 54,813,208 1,243,020 - 56,056,228Finance lease

liabilities 249,766 (268,381) 584,623 566,008104,317,307 (17,131,404) 584,623 87,770,526

CompanyAmounts owing to

subsidiaries 35,463,548 1,350,515 - 36,814,063

Notes to the Financial Statementsas at 31 March 2018

1. Basis of preparation

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

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates the realisation of assets and settlement of liabilities in the normal course of business.

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

(a) Standards issued and effective

On 1 January 2017, the Group and the Company have adopted the following MFRS amendments, issued by the Malaysian Accounting Standards Board (“MASB”) that are mandatory for annual financial periods beginning on or after 1 January 2017.

Description

Effective for annual periods

beginning on or after

• Annual Improvements to MFRS 2014 - 2016 cycle- Amendments to MFRS 12, Disclosure of Interests in Other

Entities 1 January 2017• Amendments to MFRS 107, Statement of Cash Flows: Disclosure

Initiative 1 January 2017• Amendments to MFRS 112, Income Taxes: Recognition of Deferred

Tax Assets for Unrealised Losses 1 January 2017

The Directors expect that the adoptions of amended MFRS above will have no impact on the financial statements of the Group and Company.

(b) Standards issued but not yet effective

The Group and the Company has not adopted the following standards and interpretations that the have been issued but not yet effective:

Description



• Annual Improvements to MFRS 2014 - 2016 cycle- Amendments to MFRS 1, First-time Adoption of Malaysian

Financial Reporting Standards 1 January 2018- Amendments to MFRS 128, Investment in Associates and

Joint Ventures 1 January 2018• Annual Improvements to MFRS 2015 - 2017 cycle

- Amendments to MFRS 3, Business Combinations 1 January 2019- Amendments to MFRS 11, Joint Arrangements 1 January 2019



Notes:

(i) Purchase of property, plant and equipment

Group1.1.2017

to31.3.2018

1.1.2016 to

31.12.2016RM RM

Purchase of property, plant and equipment during the financial period/year, at cost 1,622,913 2,149,777

Less: Property, plant and equipment financed under hire purchase (584,623) (236,759)

Cash payments made to purchase property, plant and equipment 1,038,290 1,913,018

(ii) Cash and cash equivalents

Cash and cash equivalents comprise the following:


to 31.3.2018

1.1.2016 to

31.12.2016

1.1.2017 to

31.3.2018

1.1.2016 to

31.12.2016RM RM RM RM

Cash and bank balances 8,661,731 8,028,441 111,224 179,308Less: Bank overdrafts

(Note 25) (6,608,670) (9,248,068) - -2,053,061 1,219,627 111,224 179,308

(iii) Reconciliation of liabilities arising from financing activities

Non-cash

1 January 2017 Cash flows acquisition 31 March 2018 RM RM RM RM

GroupBankers’ acceptance 49,254,333 (18,106,043) - 31,148,290Term loans 54,813,208 1,243,020 - 56,056,228Finance lease

liabilities 249,766 (268,381) 584,623 566,008104,317,307 (17,131,404) 584,623 87,770,526

CompanyAmounts owing to

subsidiaries 35,463,548 1,350,515 - 36,814,063

Notes to the Financial Statementsas at 31 March 2018

1. Basis of preparation

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

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates the realisation of assets and settlement of liabilities in the normal course of business.

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

(a) Standards issued and effective

On 1 January 2017, the Group and the Company have adopted the following MFRS amendments, issued by the Malaysian Accounting Standards Board (“MASB”) that are mandatory for annual financial periods beginning on or after 1 January 2017.

Description



• Annual Improvements to MFRS 2014 - 2016 cycle- Amendments to MFRS 12, Disclosure of Interests in Other

Entities 1 January 2017• Amendments to MFRS 107, Statement of Cash Flows: Disclosure

Initiative 1 January 2017• Amendments to MFRS 112, Income Taxes: Recognition of Deferred

Tax Assets for Unrealised Losses 1 January 2017

The Directors expect that the adoptions of amended MFRS above will have no impact on the financial statements of the Group and Company.

(b) Standards issued but not yet effective

The Group and the Company has not adopted the following standards and interpretations that the have been issued but not yet effective:

Description



• Annual Improvements to MFRS 2014 - 2016 cycle- Amendments to MFRS 1, First-time Adoption of Malaysian

Financial Reporting Standards 1 January 2018- Amendments to MFRS 128, Investment in Associates and

Joint Ventures 1 January 2018• Annual Improvements to MFRS 2015 - 2017 cycle

- Amendments to MFRS 3, Business Combinations 1 January 2019- Amendments to MFRS 11, Joint Arrangements 1 January 2019


Notes to the Financial Statementsas at 31 March 2018 (Cont’d)

Description



- Amendments to MFRS 112, Income Taxes 1 January 2019- Amendments to MFRS 123, Borrowing Costs 1 January 2019

• Amendments to MFRS 2, Share-based Payment: Classification and Measurement of Share-based Payment Transactions 1 January 2018

• Amendments to MFRS 2, Share-based Payment 1 January 2020• Amendment to MFRS 3, Business Combinations 1 January 2020• Amendments to MFRS 4, Insurance Contracts: Applying MFRS 9

Financial Instrument with MFRS 4 Insurance Contracts 1 January 2018• Amendments to MFRS 6, Exploration for and Evaluation of

Mineral Resources 1 January 2020• MFRS 9, Financial Instruments 1 January 2018• Amendments to MFRS 9, Financial Instruments: Prepayment

Features with Negative Compensation 1 January 2019• Amendment to MFRS 14, Regulatory Deferral Accounts 1 January 2020• MFRS 15, Revenue from Contract with Customers 1 January 2018• Clarifications to MFRS 15, Revenue from Contract with Customers 1 January 2018• MFRS 16, Leases 1 January 2019• MFRS 17, Insurance Contracts 1 January 2021• Amendments to MFRS 101, Presentation of Financial Statements 1 January 2020• Amendments to MFRS 108, Accounting Policies, Changes in

Accounting Estimates and Errors 1 January 2020• Amendments to MFRS 119, Employee Benefits: Plan Amendment,

Curtailment or Settlement 1 January 2019• Amendments to MFRS 10, Consolidated Financial Statements and

MFRS 128 Investment in Associates and Joint Venture: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture Deferred

• Amendments to MFRS 128, Investment in Associates and Joint Ventures: Long-term Interests in Associates and Joint Venture 1 January 2019

• Amendments to MFRS 134, Interim Financial Reporting 1 January 2020• Amendment to MFRS 137, Provisions, Contingent Liabilities and

Contingent Assets 1 January 2020• Amendment to MFRS 138, Intangible Assets 1 January 2020• Amendments to MFRS 140, Investment Property: Transfers of

Investment Property 1 January 2018• Amendments to IC Interpretation 12, Service Concession

Arrangements 1 January 2020• Amendments to IC Interpretation 19, Extinguishing Financial

Liabilities with Equity Instruments 1 January 2020• Amendments to IC Interpretation 20, Stripping Costs in the

Production Phase of a Surface Mine 1 January 2020• IC Interpretation 22, Foreign Currency Transactions and Advance

Consideration 1 January 2018• Amendments to IC Interpretation 22, Foreign Currency

Transactions and Advance Consideration 1 January 2020• IC Interpretation 23, Uncertainty over Income Tax Treatments 1 January 2019• Amendments to IC Interpretation 132, Intangible Assets – Web Site

Costs 1 January 2020

1. Basis of preparation (cont’d)

(b) Standards issued but not yet effective (cont’d)



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

MFRS 9 Financial Instruments

MFRS 9 (IFRS 9 issued by IASB in July 2014) replaces earlier versions of MFRS 9 and introduces a package of improvements which includes a classification and measurement model, a single forward looking ‘expected loss’ impairment model and a substantially reformed approach to hedge accounting. MFRS 9 when effective will replace MFRS 139 Financial Instruments: Recognition and Measurement.

MFRS 9 retains but simplifies the mixed measurement model and establishes three primary measurement categories for financial assets: amortised cost, fair value through other comprehensive income and fair value through profit or loss. The basis of classification depends on the entity’s business model and the contractual cash flow characteristics of the financial asset. Investments in equity instruments are required to be measured at fair value through profit or loss with the irrevocable option at inception to present changes in fair value in other comprehensive income not recycling. There is now a new expected credit losses model that replaces the incurred loss impairment model used in MFRS 139. For financial liabilities there were no changes to classification and measurement except for the recognition of changes in own credit risk in other comprehensive income, for liabilities designated at fair value through profit or loss. MFRS 9 relaxes the requirements for hedge effectiveness by replacing the bright line hedge effectiveness tests. It requires an economic relationship between the hedged item and hedging instrument and for the ‘hedged ratio’ to be the same as the one management actually uses for risk management purposes. Contemporaneous documentation is still required but is different to that currently prepared under MFRS 139.

Based on the analysis of the Group’s and of the Company’s financial assets and liabilities as at 31 March 2018 on the basis of facts and circumstances that existed at that date, the Directors of the Group and of the Company have assessed the impact of MFRS 9 to the Group’s and the Company’s consolidated financial statements as follows:

(i) Classification and measurement

Based on its assessment, the Group and the Company believe that the new classification requirements will have no material impact on the Group’s and the Company’s financial assets and financial liabilities.

(ii) Impairment

The Group and the Company have chosen to apply the simplified approach prescribed by MFRS 9, which requires a lifetime expected credit loss to be recognised from initial recognition of the trade and other receivables, including financial assets. Due to the strong creditworthiness of the Group’s and of the Company’s receivables, the Group and the Company believe that the new impairment model will not have any significant impact on the Group’s and the Company’s financial statements.




Description



- Amendments to MFRS 112, Income Taxes 1 January 2019- Amendments to MFRS 123, Borrowing Costs 1 January 2019

• Amendments to MFRS 2, Share-based Payment: Classification and Measurement of Share-based Payment Transactions 1 January 2018

• Amendments to MFRS 2, Share-based Payment 1 January 2020• Amendment to MFRS 3, Business Combinations 1 January 2020• Amendments to MFRS 4, Insurance Contracts: Applying MFRS 9

Financial Instrument with MFRS 4 Insurance Contracts 1 January 2018• Amendments to MFRS 6, Exploration for and Evaluation of

Mineral Resources 1 January 2020• MFRS 9, Financial Instruments 1 January 2018• Amendments to MFRS 9, Financial Instruments: Prepayment

Features with Negative Compensation 1 January 2019• Amendment to MFRS 14, Regulatory Deferral Accounts 1 January 2020• MFRS 15, Revenue from Contract with Customers 1 January 2018• Clarifications to MFRS 15, Revenue from Contract with Customers 1 January 2018• MFRS 16, Leases 1 January 2019• MFRS 17, Insurance Contracts 1 January 2021• Amendments to MFRS 101, Presentation of Financial Statements 1 January 2020• Amendments to MFRS 108, Accounting Policies, Changes in

Accounting Estimates and Errors 1 January 2020• Amendments to MFRS 119, Employee Benefits: Plan Amendment,

Curtailment or Settlement 1 January 2019• Amendments to MFRS 10, Consolidated Financial Statements and

MFRS 128 Investment in Associates and Joint Venture: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture Deferred

• Amendments to MFRS 128, Investment in Associates and Joint Ventures: Long-term Interests in Associates and Joint Venture 1 January 2019

• Amendments to MFRS 134, Interim Financial Reporting 1 January 2020• Amendment to MFRS 137, Provisions, Contingent Liabilities and

Contingent Assets 1 January 2020• Amendment to MFRS 138, Intangible Assets 1 January 2020• Amendments to MFRS 140, Investment Property: Transfers of

Investment Property 1 January 2018• Amendments to IC Interpretation 12, Service Concession

Arrangements 1 January 2020• Amendments to IC Interpretation 19, Extinguishing Financial

Liabilities with Equity Instruments 1 January 2020• Amendments to IC Interpretation 20, Stripping Costs in the

Production Phase of a Surface Mine 1 January 2020• IC Interpretation 22, Foreign Currency Transactions and Advance

Consideration 1 January 2018• Amendments to IC Interpretation 22, Foreign Currency

Transactions and Advance Consideration 1 January 2020• IC Interpretation 23, Uncertainty over Income Tax Treatments 1 January 2019• Amendments to IC Interpretation 132, Intangible Assets – Web Site

Costs 1 January 2020





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

MFRS 9 Financial Instruments

MFRS 9 (IFRS 9 issued by IASB in July 2014) replaces earlier versions of MFRS 9 and introduces a package of improvements which includes a classification and measurement model, a single forward looking ‘expected loss’ impairment model and a substantially reformed approach to hedge accounting. MFRS 9 when effective will replace MFRS 139 Financial Instruments: Recognition and Measurement.

MFRS 9 retains but simplifies the mixed measurement model and establishes three primary measurement categories for financial assets: amortised cost, fair value through other comprehensive income and fair value through profit or loss. The basis of classification depends on the entity’s business model and the contractual cash flow characteristics of the financial asset. Investments in equity instruments are required to be measured at fair value through profit or loss with the irrevocable option at inception to present changes in fair value in other comprehensive income not recycling. There is now a new expected credit losses model that replaces the incurred loss impairment model used in MFRS 139. For financial liabilities there were no changes to classification and measurement except for the recognition of changes in own credit risk in other comprehensive income, for liabilities designated at fair value through profit or loss. MFRS 9 relaxes the requirements for hedge effectiveness by replacing the bright line hedge effectiveness tests. It requires an economic relationship between the hedged item and hedging instrument and for the ‘hedged ratio’ to be the same as the one management actually uses for risk management purposes. Contemporaneous documentation is still required but is different to that currently prepared under MFRS 139.

Based on the analysis of the Group’s and of the Company’s financial assets and liabilities as at 31 March 2018 on the basis of facts and circumstances that existed at that date, the Directors of the Group and of the Company have assessed the impact of MFRS 9 to the Group’s and the Company’s consolidated financial statements as follows:

(i) Classification and measurement

Based on its assessment, the Group and the Company believe that the new classification requirements will have no material impact on the Group’s and the Company’s financial assets and financial liabilities.

(ii) Impairment

The Group and the Company have chosen to apply the simplified approach prescribed by MFRS 9, which requires a lifetime expected credit loss to be recognised from initial recognition of the trade and other receivables, including financial assets. Due to the strong creditworthiness of the Group’s and of the Company’s receivables, the Group and the Company believe that the new impairment model will not have any significant impact on the Group’s and the Company’s financial statements.




(b) Standards issued but not yet effective (cont’d) MFRS 9 Financial Instruments (cont’d)

(iii) Hedge accounting

As the Group and the Company do not apply hedge accounting, applying the hedging requirements of MFRS 9 will not have a significant impact on the Group’s and the Company’s consolidated financial statements.

The assessment is based on currently available information and may be subject to changes arising from further reasonable and supportable information being made available to the Group and the Company in the financial year ending 31 March 2019 when the Group and the Company adopt MFRS 9.

MFRS 15 Revenue from Contracts with Customers

MFRS 15 replaces MFRS 118 Revenue, MFRS 111 Construction Contracts and related IC Interpretations. The Standard deals with revenue recognition and establishes principles for reporting useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers.

Revenue is recognised when a customer obtains control of a good or service and thus has the ability to direct the use and obtain the benefits from the good or service. The core principle in MFRS 15 is that an entity recognises revenue to depict the transfer of promised goods or services to the customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

An entity recognises revenue in accordance with the core principle by applying the following steps:

(1) Identify the contracts with a customer;(2) Identify the performance obligation in the contract;(3) Determine the transaction price;(4) Allocate the transaction price to the performance obligations in the contract; and(5) Recognise revenue when the entity satisfies a performance obligation.

The Group and the Company intend to adopt the standard using modified retrospective approach which means that the cumulative impact of the adoption will be recognised in retained earnings as of 1 April 2018 and that comparatives will not be restated.

MFRS 15 also includes new disclosures that would result in an entity providing users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows from contracts with customers.

Based on the assessment, the Group and the Company do not expect the application of MFRS 15 to have a significant impact on its consolidated financial statements.

The assessment is based on currently available information and may be subject to changes arising from further reasonable and supportable information being made available to the Group and the Company in financial year ending 31 March 2019 when the Group and the Company adopt MFRS 15.




MFRS 16 Leases

MFRS 16, which upon the effective date will supersede MFRS 117 Leases, introduces a single lessee accounting model and requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. Specifically, under MFRS 16, a lessee is required to recognise a right-of-use asset representing its right to use the underlying leased asset and a lease liability representing its obligation to make lease payments. Accordingly, a lessee should recognise depreciation of the right-of-use asset and interest on the lease liability, and also classifies cash repayments of the lease liability into a principal portion and an interest portion and presents them in the statement of cash flows. Also, the right-of-use asset and the lease liability are initially measured on a present value basis. The measurement includes non-cancellable lease payments and also includes payments to be made in optional periods if the lessee is reasonably certain to exercise an option to extend the lease, or not to exercise an option to terminate the lease. This accounting treatment is significantly different from the lessee accounting for leases that are classified as operating leases under the predecessor standard, MFRS 117.

In respect of the lessor accounting, MFRS 16 substantially carries forward the lessor accounting requirements in MFRS 117. Accordingly, a lessor continues to classify its leases as operating leases or finance leases, and to account for those two types of leases differently.

The Group and the Company are currently assessing the impact of adopting MFRS 16 on its consolidated financial statements.

(c) Basis of measurement

The financial statements have been prepared on the historical cost basis other than as disclosed in Note 2 to the financial statements.

(d) 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 and of the Company’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) Income Taxes

There are certain transactions and computations for which the ultimate tax determination may be different from the initial estimate. The Group and the Company recognise 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 year in which such determination is made.




(b) Standards issued but not yet effective (cont’d) MFRS 9 Financial Instruments (cont’d)

(iii) Hedge accounting

As the Group and the Company do not apply hedge accounting, applying the hedging requirements of MFRS 9 will not have a significant impact on the Group’s and the Company’s consolidated financial statements.

The assessment is based on currently available information and may be subject to changes arising from further reasonable and supportable information being made available to the Group and the Company in the financial year ending 31 March 2019 when the Group and the Company adopt MFRS 9.

MFRS 15 Revenue from Contracts with Customers

MFRS 15 replaces MFRS 118 Revenue, MFRS 111 Construction Contracts and related IC Interpretations. The Standard deals with revenue recognition and establishes principles for reporting useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers.

Revenue is recognised when a customer obtains control of a good or service and thus has the ability to direct the use and obtain the benefits from the good or service. The core principle in MFRS 15 is that an entity recognises revenue to depict the transfer of promised goods or services to the customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

An entity recognises revenue in accordance with the core principle by applying the following steps:

(1) Identify the contracts with a customer;(2) Identify the performance obligation in the contract;(3) Determine the transaction price;(4) Allocate the transaction price to the performance obligations in the contract; and(5) Recognise revenue when the entity satisfies a performance obligation.

The Group and the Company intend to adopt the standard using modified retrospective approach which means that the cumulative impact of the adoption will be recognised in retained earnings as of 1 April 2018 and that comparatives will not be restated.

MFRS 15 also includes new disclosures that would result in an entity providing users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows from contracts with customers.

Based on the assessment, the Group and the Company do not expect the application of MFRS 15 to have a significant impact on its consolidated financial statements.

The assessment is based on currently available information and may be subject to changes arising from further reasonable and supportable information being made available to the Group and the Company in financial year ending 31 March 2019 when the Group and the Company adopt MFRS 15.




MFRS 16 Leases

MFRS 16, which upon the effective date will supersede MFRS 117 Leases, introduces a single lessee accounting model and requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. Specifically, under MFRS 16, a lessee is required to recognise a right-of-use asset representing its right to use the underlying leased asset and a lease liability representing its obligation to make lease payments. Accordingly, a lessee should recognise depreciation of the right-of-use asset and interest on the lease liability, and also classifies cash repayments of the lease liability into a principal portion and an interest portion and presents them in the statement of cash flows. Also, the right-of-use asset and the lease liability are initially measured on a present value basis. The measurement includes non-cancellable lease payments and also includes payments to be made in optional periods if the lessee is reasonably certain to exercise an option to extend the lease, or not to exercise an option to terminate the lease. This accounting treatment is significantly different from the lessee accounting for leases that are classified as operating leases under the predecessor standard, MFRS 117.

In respect of the lessor accounting, MFRS 16 substantially carries forward the lessor accounting requirements in MFRS 117. Accordingly, a lessor continues to classify its leases as operating leases or finance leases, and to account for those two types of leases differently.

The Group and the Company are currently assessing the impact of adopting MFRS 16 on its consolidated financial statements.

(c) Basis of measurement

The financial statements have been prepared on the historical cost basis other than as disclosed in Note 2 to the financial statements.

(d) 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 and of the Company’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) Income Taxes

There are certain transactions and computations for which the ultimate tax determination may be different from the initial estimate. The Group and the Company recognise 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 year in which such determination is made.




(d) Critical accounting estimates and judgements (cont’d)

(ii) Depreciation of Property, Plant and Equipment

The estimates for the residual values, useful lives and related depreciation charges for the property, plant and equipment and investment properties 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 and the Company anticipate that the residual values of its property, plant and equipment will be insignificant. As a result, residual values are not being taken into consideration for the computation of the depreciable amount.

Changes in the expected level of usage and technological development could impact the economic useful lives and the residual values of these assets, therefore future depreciation charges could be revised.

(iii) Impairment of Non-financial Assets

When the recoverable amount of an asset is determined based on the estimated 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) Write-down for 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) Impairment of Trade and Non-trade Receivables

An impairment loss is recognised when there is an objective evidence that a financial asset is impaired. Management specifically reviews its trade and non-trade receivables and analyses its 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 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 amount of receivables.




(vi) Deferred Tax Assets and Liabilities

Deferred tax implications arising from the changes in corporate income tax rates are measured with reference to the estimated realisation and settlement of temporary differences in the future periods in which the tax rates are expected to apply, based on the tax rates enacted or substantively enacted at the reporting date. While management’s estimates on the realisation and settlement of temporary differences are based on the available information at the reporting date, changes in business strategy, future operating performance and other factors could potentially impact on the actual timing and amount of temporary differences realised and settled. Any difference between the actual amount and the estimated amount would be recognised in the profit or loss in the period in which actual realisation and settlement occurs.

(vii) Provision for liabilities

Provision for liabilities are based on management’s judgement on the likelihood of liabilities crystallising and best estimates on the amounts required to settle the liabilities arising from legal and constructive obligations. A change in circumstances which could cause estimates to change include changes in market trends and conditions, regulatory environment, employees’ behaviours and other factors that may change the amount of provisions in the statement of financial position. The difference between the actual amount and the estimated amount would be recognised in the profit or loss in the period in which the change occurs.

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

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

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 and the Company 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.





(ii) Depreciation of Property, Plant and Equipment

The estimates for the residual values, useful lives and related depreciation charges for the property, plant and equipment and investment properties 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 and the Company anticipate that the residual values of its property, plant and equipment will be insignificant. As a result, residual values are not being taken into consideration for the computation of the depreciable amount.

Changes in the expected level of usage and technological development could impact the economic useful lives and the residual values of these assets, therefore future depreciation charges could be revised.

(iii) Impairment of Non-financial Assets

When the recoverable amount of an asset is determined based on the estimated 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) Write-down for 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) Impairment of Trade and Non-trade Receivables

An impairment loss is recognised when there is an objective evidence that a financial asset is impaired. Management specifically reviews its trade and non-trade receivables and analyses its 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 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 amount of receivables.




(vi) Deferred Tax Assets and Liabilities

Deferred tax implications arising from the changes in corporate income tax rates are measured with reference to the estimated realisation and settlement of temporary differences in the future periods in which the tax rates are expected to apply, based on the tax rates enacted or substantively enacted at the reporting date. While management’s estimates on the realisation and settlement of temporary differences are based on the available information at the reporting date, changes in business strategy, future operating performance and other factors could potentially impact on the actual timing and amount of temporary differences realised and settled. Any difference between the actual amount and the estimated amount would be recognised in the profit or loss in the period in which actual realisation and settlement occurs.

(vii) Provision for liabilities

Provision for liabilities are based on management’s judgement on the likelihood of liabilities crystallising and best estimates on the amounts required to settle the liabilities arising from legal and constructive obligations. A change in circumstances which could cause estimates to change include changes in market trends and conditions, regulatory environment, employees’ behaviours and other factors that may change the amount of provisions in the statement of financial position. The difference between the actual amount and the estimated amount would be recognised in the profit or loss in the period in which the change occurs.

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

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

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 and the Company 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.





(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 units 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 amount of goodwill.

(x) Carrying Amount of Investment in Subsidiaries

Investments in subsidiaries are reviewed for impairment annually in accordance with its accounting policy as disclosed in Note 2(h)(ii) to the financial statements, or whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable.

Significant judgement is required in the estimation of the present value of future cash flows generated by the subsidiaries, which involves uncertainties and are significantly affected by assumptions and judgements made regarding estimates of future cash flows and discount rates. Changes in assumptions could significantly affect the carrying amount of investments in subsidiaries.



2. Summary of significant accounting policies

(a) Basis of Consolidation

The Group’s financial statements consolidate the audited financial statements of the Company and all of its subsidiaries, which have been prepared in accordance with the Group’s accounting policies. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group. The financial statements of the Company and of its subsidiaries are all drawn up to the same reporting period.

All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group transactions are eliminated in full.

Subsidiaries are consolidated from the date on which control is transferred to the Group and are no longer consolidated from the date that control ceases.

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

Business combination involving entities under common control

A business combination involving entities under common control is a business combination in which all of the combining entities are ultimately controlled by the same party or parties both before and after the business combination, and that control is not transitory. The assets and liabilities obtained are measured at the carrying amounts as recorded by the entity being combined at the combination date.

These consolidated financial statements incorporate the results of business combinations using the merger accounting method. In the consolidated financial statements of the merged enterprise, the cost of the merger should be cancelled against the nominal values of the shares/paid-up capital received. The difference between the cost of the merger and nominal values of the shares/paid-up capital received will remain and continue to be classified as part of equity of the Group and would be adjusted against suitable reserve in future, where appropriate. The combination date is the date on which one combining entity effectively obtains control of the other combining entities.

The accompanying consolidated financial statements present the financial information of the Company and its subsidiaries as if the Group had been in existence as a single economic enterprise throughout the periods presented and as if its wholly-owned incorporated subsidiary, were transferred to the Company as of 1 January 2004. Assets, liabilities, revenue and expenses of the Company as shown in their individual financial statements for the period prior to the legal formation of the Company were combined or aggregated and consolidated and combined in preparing the consolidated and combined financial statements.




(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 units 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 amount of goodwill.

(x) Carrying Amount of Investment in Subsidiaries

Investments in subsidiaries are reviewed for impairment annually in accordance with its accounting policy as disclosed in Note 2(h)(ii) to the financial statements, or whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable.

Significant judgement is required in the estimation of the present value of future cash flows generated by the subsidiaries, which involves uncertainties and are significantly affected by assumptions and judgements made regarding estimates of future cash flows and discount rates. Changes in assumptions could significantly affect the carrying amount of investments in subsidiaries.



2. Summary of significant accounting policies

(a) Basis of Consolidation

The Group’s financial statements consolidate the audited financial statements of the Company and all of its subsidiaries, which have been prepared in accordance with the Group’s accounting policies. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group. The financial statements of the Company and of its subsidiaries are all drawn up to the same reporting period.

All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group transactions are eliminated in full.

Subsidiaries are consolidated from the date on which control is transferred to the Group and are no longer consolidated from the date that control ceases.

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

Business combination involving entities under common control

A business combination involving entities under common control is a business combination in which all of the combining entities are ultimately controlled by the same party or parties both before and after the business combination, and that control is not transitory. The assets and liabilities obtained are measured at the carrying amounts as recorded by the entity being combined at the combination date.

These consolidated financial statements incorporate the results of business combinations using the merger accounting method. In the consolidated financial statements of the merged enterprise, the cost of the merger should be cancelled against the nominal values of the shares/paid-up capital received. The difference between the cost of the merger and nominal values of the shares/paid-up capital received will remain and continue to be classified as part of equity of the Group and would be adjusted against suitable reserve in future, where appropriate. The combination date is the date on which one combining entity effectively obtains control of the other combining entities.

The accompanying consolidated financial statements present the financial information of the Company and its subsidiaries as if the Group had been in existence as a single economic enterprise throughout the periods presented and as if its wholly-owned incorporated subsidiary, were transferred to the Company as of 1 January 2004. Assets, liabilities, revenue and expenses of the Company as shown in their individual financial statements for the period prior to the legal formation of the Company were combined or aggregated and consolidated and combined in preparing the consolidated and combined financial statements.



2. Summary of significant accounting policies (cont’d)

(a) Basis of Consolidation (cont’d)

Business combination involving entities not under common control

(i) Business Combination and Goodwill

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interest in the acquiree. For each business combination, the Group elects whether it measures the non-controlling interest in the acquiree either at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition costs incurred are expensed and included in administrative expenses.

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

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

Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Subsequent changes in the fair value of the contingent consideration which is deemed to be an asset or liability will be recognised in accordance with MFRS 139 either in profit or loss or as a change to other comprehensive income. If the contingent consideration is classified as equity, it will not be remeasured. Subsequent settlement is accounted for within equity. In instances where the contingent consideration does not fall within the scope of MFRS 139, it is measured in accordance with the appropriate MFRS.

Goodwill in initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interest over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognised in profit or loss. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquire are assigned to those units.

Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the operation disposed of and the portion of the cash-generating unit retained.




(ii) Subsidiaries

Subsidiaries are entities, including structured entities, controlled by the Group or the Company. Control exists when the Group or the Company is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Potential voting rights are considered when assessing control only when such rights are substantive. Besides, the Group or the Company considers it has de facto power over an investee when, despite not having the majority of voting rights, it has the current ability to direct the activities of the investee that significantly affect the investee’s return.

Investment in subsidiaries is stated at cost less impairment losses in the Company’s statement of financial position, unless the investment is held for sales or distribution. The cost of investment includes transaction cost. Where an indication of impairment exists, the carrying amount of the subsidiary is assessed and written down immediately to its recoverable amount. Upon the disposal of investment in a subsidiary, the difference between the net disposal proceeds and its carrying amount is included in profit or loss.

(iii) Loss of control

Upon the loss of control of a subsidiary, the Group derecognises the assets and liabilities of the subsidiary, any non-controlling interests and the other components of the equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised in profit or loss.

If the Group retains any interest in the previous subsidiary company, then such interest is measured at fair value at the date that control is lost. Subsequently, it is accounted for as an the equity accounted investee or as an available-for-sale financial asset depending on the level of influence retained.

(b) Foreign currencies

(i) Functional and presentation currency

The individual financial statements of the Group and of the Company are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The financial statements are presented in Ringgit Malaysia (“RM”), which are the Group’s and the Company’s functional currency.

(ii) Foreign currency transactions

Transactions in foreign currencies are measured in the respective functional currencies of the Group and of the Company and are recorded on initial recognition in the functional currencies at exchange rates approximating those ruling at the transaction dates.





Business combination involving entities not under common control

(i) Business Combination and Goodwill

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interest in the acquiree. For each business combination, the Group elects whether it measures the non-controlling interest in the acquiree either at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition costs incurred are expensed and included in administrative expenses.

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

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

Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Subsequent changes in the fair value of the contingent consideration which is deemed to be an asset or liability will be recognised in accordance with MFRS 139 either in profit or loss or as a change to other comprehensive income. If the contingent consideration is classified as equity, it will not be remeasured. Subsequent settlement is accounted for within equity. In instances where the contingent consideration does not fall within the scope of MFRS 139, it is measured in accordance with the appropriate MFRS.

Goodwill in initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interest over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognised in profit or loss. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquire are assigned to those units.

Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the operation disposed of and the portion of the cash-generating unit retained.




(ii) Subsidiaries

Subsidiaries are entities, including structured entities, controlled by the Group or the Company. Control exists when the Group or the Company is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Potential voting rights are considered when assessing control only when such rights are substantive. Besides, the Group or the Company considers it has de facto power over an investee when, despite not having the majority of voting rights, it has the current ability to direct the activities of the investee that significantly affect the investee’s return.

Investment in subsidiaries is stated at cost less impairment losses in the Company’s statement of financial position, unless the investment is held for sales or distribution. The cost of investment includes transaction cost. Where an indication of impairment exists, the carrying amount of the subsidiary is assessed and written down immediately to its recoverable amount. Upon the disposal of investment in a subsidiary, the difference between the net disposal proceeds and its carrying amount is included in profit or loss.

(iii) Loss of control

Upon the loss of control of a subsidiary, the Group derecognises the assets and liabilities of the subsidiary, any non-controlling interests and the other components of the equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised in profit or loss.

If the Group retains any interest in the previous subsidiary company, then such interest is measured at fair value at the date that control is lost. Subsequently, it is accounted for as an the equity accounted investee or as an available-for-sale financial asset depending on the level of influence retained.

(b) Foreign currencies

(i) Functional and presentation currency

The individual financial statements of the Group and of the Company are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The financial statements are presented in Ringgit Malaysia (“RM”), which are the Group’s and the Company’s functional currency.

(ii) Foreign currency transactions

Transactions in foreign currencies are measured in the respective functional currencies of the Group and of the Company and are recorded on initial recognition in the functional currencies at exchange rates approximating those ruling at the transaction dates.




(b) Foreign currencies (cont’d)

(ii) Foreign currency transactions (cont’d)

Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Non-monetary items denominated in foreign currencies that are measured at historical cost are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items denominated in foreign currencies measured at fair value are translated using the exchange rates at the date when the fair value was determined.

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

Exchange differences arising on the translation of non-monetary items carried at fair value are included in profit or loss for the period except for the differences arising on the translation of non-monetary items in respect of which gains and losses are recognised directly in equity.

The principal exchange rates for every unit of foreign currency ruling used at reporting date are as follows:

31.3.2018 31.12.2016RM RM

1 United States Dollar 3.863 4.484

(c) Revenue and other income

Revenue and other income is recognised to the extent that it is probable that the economic benefits associated with the transaction will flow to the Group and the Company and the amount of revenue or other income can be reliably measured. Revenue and other income is measured at the fair value of consideration received or receivable.

(i) Sale of goods

Revenue relating to sale of goods is recognised net of sales returns and discount upon the transfer of risk and rewards of ownership of the goods to the customers. Revenue is not recognised to the extent where there are significant uncertainties regarding recovery of the consideration due, associated costs or the possible return of goods.

(ii) Rental income

Rental income is recognised on accrual basis unless collectability is in doubt.



(c) Revenue and other income (cont’d)

(iii) Interest income

Interest income is recognised in the profit or loss on time proportion basis taking into account the principal outstanding and the effective rate over the period to maturity, when it is determined that such income will accrue to the Group and the Company.

(iv) Management fees

Management fees are recognised on an accrual on basis when services are rendered.

(d) Employee benefits expense

(i) Short term employee benefits

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

(ii) Defined contribution plans

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

(e) Borrowing costs

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

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

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




(b) Foreign currencies (cont’d)

(ii) Foreign currency transactions (cont’d)

Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Non-monetary items denominated in foreign currencies that are measured at historical cost are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items denominated in foreign currencies measured at fair value are translated using the exchange rates at the date when the fair value was determined.

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

Exchange differences arising on the translation of non-monetary items carried at fair value are included in profit or loss for the period except for the differences arising on the translation of non-monetary items in respect of which gains and losses are recognised directly in equity.

The principal exchange rates for every unit of foreign currency ruling used at reporting date are as follows:

31.3.2018 31.12.2016RM RM

1 United States Dollar 3.863 4.484

(c) Revenue and other income

Revenue and other income is recognised to the extent that it is probable that the economic benefits associated with the transaction will flow to the Group and the Company and the amount of revenue or other income can be reliably measured. Revenue and other income is measured at the fair value of consideration received or receivable.

(i) Sale of goods

Revenue relating to sale of goods is recognised net of sales returns and discount upon the transfer of risk and rewards of ownership of the goods to the customers. Revenue is not recognised to the extent where there are significant uncertainties regarding recovery of the consideration due, associated costs or the possible return of goods.

(ii) Rental income

Rental income is recognised on accrual basis unless collectability is in doubt.



(c) Revenue and other income (cont’d)

(iii) Interest income

Interest income is recognised in the profit or loss on time proportion basis taking into account the principal outstanding and the effective rate over the period to maturity, when it is determined that such income will accrue to the Group and the Company.

(iv) Management fees

Management fees are recognised on an accrual on basis when services are rendered.

(d) Employee benefits expense

(i) Short term employee benefits

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

(ii) Defined contribution plans

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

(e) Borrowing costs

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

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

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




(f) Tax expense

(i) Current tax

Current tax is the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for a period. Current tax liability or assets for the current and prior periods shall be measured at the amount expected to be paid to, or recovered from, the tax authorities, using the tax rates (and tax laws) that have been enacted or substantially enacted at the end of the reporting period.

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

(ii) Deferred tax

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 credit to the extent that it is probable that future taxable profit will be available against which deductible temporary differences, unused tax losses and unused tax credit 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, except for investment properties carried at fair value model.

Where investment properties are carried at their fair value in accordance with the accounting policy set out in Note 2(j) to the financial statements, the amount of deferred tax recognised is measured using the tax rates that would apply on sale of those assets at their carrying value at the reporting date unless the property is depreciable and is held with the objective to consume substantially all of the economic benefits embodied in the property over time, rather than through sale.



(f) Tax expense (cont’d)

(ii) Deferred tax (cont’d)

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 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.

(g) Earnings per ordinary share

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

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

Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, adjusted for own shares held, for the effects of all dilutive potential ordinary shares, which comprise convertible notes and share options granted to employees.

(h) Impairment

(i) Impairment of financial assets

The Group and the Company assess at the end of each reporting period whether there is any objective evidence that a financial asset or group of financial assets measured at amortised cost is impaired. If any such evidence exists, the Group and the Company measure its impairment loss as the difference between the assets carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate.

Objective evidence of impairment for a portfolio of receivables could include the Group’s and the Company's past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period and observable changes in national or local economic conditions that correlate with default on receivables.

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




(f) Tax expense

(i) Current tax

Current tax is the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for a period. Current tax liability or assets for the current and prior periods shall be measured at the amount expected to be paid to, or recovered from, the tax authorities, using the tax rates (and tax laws) that have been enacted or substantially enacted at the end of the reporting period.

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

(ii) Deferred tax

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 credit to the extent that it is probable that future taxable profit will be available against which deductible temporary differences, unused tax losses and unused tax credit 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, except for investment properties carried at fair value model.

Where investment properties are carried at their fair value in accordance with the accounting policy set out in Note 2(j) to the financial statements, the amount of deferred tax recognised is measured using the tax rates that would apply on sale of those assets at their carrying value at the reporting date unless the property is depreciable and is held with the objective to consume substantially all of the economic benefits embodied in the property over time, rather than through sale.



(f) Tax expense (cont’d)

(ii) Deferred tax (cont’d)

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 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.

(g) Earnings per ordinary share

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

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

Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, adjusted for own shares held, for the effects of all dilutive potential ordinary shares, which comprise convertible notes and share options granted to employees.

(h) Impairment

(i) Impairment of financial assets

The Group and the Company assess at the end of each reporting period whether there is any objective evidence that a financial asset or group of financial assets measured at amortised cost is impaired. If any such evidence exists, the Group and the Company measure its impairment loss as the difference between the assets carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate.

Objective evidence of impairment for a portfolio of receivables could include the Group’s and the Company's past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period and observable changes in national or local economic conditions that correlate with default on receivables.

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




(h) Impairment (cont’d)

(i) Impairment of financial assets (cont’s)

If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed to the extent that the carrying amount of the asset does not exceed its amortised cost at the reversal date. The amount of such reversal is recognised in profit or loss.

(ii) Impairment of non-financial assets

The Group and the Company assess at the end of each reporting period whether there is an indication that an asset may be impaired. If any such indication exists, the Group and the Company shall estimate the recoverable amount of the asset.

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

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

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

An assessment is made at the end of each reporting period as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased.

A previously recognised impairment loss for an asset other than goodwill is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset shall be increased to its recoverable amount. The increase cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised previously.

A reversal of an impairment loss for an asset other than goodwill shall be recognised immediately in profit or loss, unless the asset is carried at revalued amount.



(i) Property, plant and equipment

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

Subsequent to the initial recognition, property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses, if any. When significant parts of property, plant and equipment are required to be replaced in intervals, the Group and the Company recognises such parts as individual assets with specific useful lives and depreciation, respectively. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the property, plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in profit or loss as incurred.

Freehold land has an unlimited useful life and therefore not depreciated.

Capital work-in-progress is not depreciated as these assets are not available for use. Depreciation will commence on these assets when they are ready for their intended use.

Depreciation of the other property, plant and equipment is provided for straight-line method and reducing balance method basis over the estimated useful lives of the assets, at the following annual rates:

Freehold buildings 2%Long term/Short term leasehold buildings over remaining lease period Plant and machineries 10%Motor vehicles 20% Equipment, furniture, fittings and renovation 5% - 50%

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

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal.

Any gain or loss on derecognition of the asset is included in the profit or loss in the year the asset is derecognised.

(j) Investment properties

Investment properties which are owned or held under a leasehold interest to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services or for administrative purposes.

Investment properties are initially measured at cost, including transaction cost. Cost includes expenditures that are directly attributable to the acquisition of the investment property. The cost of self-constructed investment property includes the cost of materials and direct labour, any other costs directly attributable to bring the investment property to a working condition for their intended use and capitalised borrowing costs.




(h) Impairment (cont’d)

(i) Impairment of financial assets (cont’s)

If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed to the extent that the carrying amount of the asset does not exceed its amortised cost at the reversal date. The amount of such reversal is recognised in profit or loss.

(ii) Impairment of non-financial assets

The Group and the Company assess at the end of each reporting period whether there is an indication that an asset may be impaired. If any such indication exists, the Group and the Company shall estimate the recoverable amount of the asset.

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

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

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

An assessment is made at the end of each reporting period as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased.

A previously recognised impairment loss for an asset other than goodwill is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset shall be increased to its recoverable amount. The increase cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised previously.

A reversal of an impairment loss for an asset other than goodwill shall be recognised immediately in profit or loss, unless the asset is carried at revalued amount.



(i) Property, plant and equipment

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

Subsequent to the initial recognition, property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses, if any. When significant parts of property, plant and equipment are required to be replaced in intervals, the Group and the Company recognises such parts as individual assets with specific useful lives and depreciation, respectively. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the property, plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in profit or loss as incurred.

Freehold land has an unlimited useful life and therefore not depreciated.

Capital work-in-progress is not depreciated as these assets are not available for use. Depreciation will commence on these assets when they are ready for their intended use.

Depreciation of the other property, plant and equipment is provided for straight-line method and reducing balance method basis over the estimated useful lives of the assets, at the following annual rates:

Freehold buildings 2%Long term/Short term leasehold buildings over remaining lease period Plant and machineries 10%Motor vehicles 20% Equipment, furniture, fittings and renovation 5% - 50%

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

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal.

Any gain or loss on derecognition of the asset is included in the profit or loss in the year the asset is derecognised.

(j) Investment properties

Investment properties which are owned or held under a leasehold interest to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services or for administrative purposes.

Investment properties are initially measured at cost, including transaction cost. Cost includes expenditures that are directly attributable to the acquisition of the investment property. The cost of self-constructed investment property includes the cost of materials and direct labour, any other costs directly attributable to bring the investment property to a working condition for their intended use and capitalised borrowing costs.




(j) Investment properties (cont’d)

Subsequent to initial recognition, investment properties are measured at fair value and are revalued annually and are included in the statement of financial position at their open market values. Any gain or loss resulting from either a change in the fair value or the sale of an investment property is immediately recognised in profit or loss in the period in which they arise. The fair values are determined by external professional valuers with sufficient experience with respect to both the location and the nature of the investment property and supported by market evidence. Where the fair value of the investment property under construction is not reliably determinable, the investment property under construction is measured at cost until either its fair value becomes reliably determinable or construction is complete, whichever is earlier.

Investment properties are derecognised when either they are disposed of or when they are permanently withdrawn from use and no future economic benefit is expected from the disposal. Any gain or loss on the retirement or disposal of an investment property is recognised in the profit or loss in the financial period of retirement or disposal.

Transfers are made to or from investment property only when there is a change in use. For a transfer from investment property to owner-occupied property, the deemed cost for subsequent accounting is the fair value at the date of change. When an item of property, plant and equipment is transferred to investment property following a change in its use, any difference arising at the date of transfer between the carrying amount of the item immediately prior to transfer and its fair value is recognised directly in equity as a revaluation of property, plant and equipment. However, if a fair value gain reverses a previous impairment loss, the gain is recognised in profit or loss. Upon disposal of an investment property, any surplus previously recorded in equity is transferred to retained earnings; the transfer is not made through profit or loss.

(k) Goodwill on consolidation

Goodwill is initially measured at cost. Following initial recognition, goodwill is measured at cost less accumulated impairment losses.

For the purpose of impairment testing, goodwill acquired is allocated, from the acquisition date, to each of the Group’s cash-generating units or groups of cash-generating units that are expected to benefit from the synergies of the combination.

The cash-generating unit to which goodwill has been allocated is tested for impairment annually and whenever there is an indication that the cash-generating unit may be impaired, by comparing the carrying amount of the cash-generating unit, including the allocated goodwill, with the recoverable amount of the cash-generating unit. Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognised in the profit or loss. Impairment losses recognised for goodwill are not reversed in subsequent periods.

Where goodwill forms part of a cash-generating unit and part of the operation within that cash-generating unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative fair values of the operations disposed of and the portion of the cash-generating unit retained.



(k) Goodwill on consolidation (cont’d)

Goodwill and fair value adjustments arising on the acquisition of foreign operation on or after 1 January 2006 are treated as assets and liabilities of the foreign operations and are recorded in the functional currency of the foreign operations and translated in accordance with the accounting policy set out in Note 2(b) to the financial statements.

Goodwill and fair value adjustments which arose on acquisitions of foreign operation before 1 January 2006 are deemed to be assets and liabilities of the Group and are recorded in RM at the rates prevailing at the date of acquisition.

(l) Financial assets

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

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

The Group and the Company determine the classification of their financial assets at initial recognition, and categorised as loans and receivables.

(i) Loans and receivables

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

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

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

(ii) Available-for-sale

Available-for-sale financial assets are financial assets that are designated as available for sale or are not classified in any of the three preceding categories.

After initial recognition, available-for-sale financial assets are measured at fair value. Any gains or losses from changes in fair value of the financial assets are recognised in other comprehensive income, except that impairment losses, foreign exchange gains and losses on monetary instruments and interest calculated using the effective interest method are recognised in profit or loss. The cumulative gain or loss previously recognised in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment when the financial asset is derecognised. Interest income calculated using the effective interest method is recognised in profit or loss. Dividends on an available-for-sale equity instrument are recognised in profit or loss when the Group’s and the Company’s right to receive payment is established.




(j) Investment properties (cont’d)

Subsequent to initial recognition, investment properties are measured at fair value and are revalued annually and are included in the statement of financial position at their open market values. Any gain or loss resulting from either a change in the fair value or the sale of an investment property is immediately recognised in profit or loss in the period in which they arise. The fair values are determined by external professional valuers with sufficient experience with respect to both the location and the nature of the investment property and supported by market evidence. Where the fair value of the investment property under construction is not reliably determinable, the investment property under construction is measured at cost until either its fair value becomes reliably determinable or construction is complete, whichever is earlier.

Investment properties are derecognised when either they are disposed of or when they are permanently withdrawn from use and no future economic benefit is expected from the disposal. Any gain or loss on the retirement or disposal of an investment property is recognised in the profit or loss in the financial period of retirement or disposal.

Transfers are made to or from investment property only when there is a change in use. For a transfer from investment property to owner-occupied property, the deemed cost for subsequent accounting is the fair value at the date of change. When an item of property, plant and equipment is transferred to investment property following a change in its use, any difference arising at the date of transfer between the carrying amount of the item immediately prior to transfer and its fair value is recognised directly in equity as a revaluation of property, plant and equipment. However, if a fair value gain reverses a previous impairment loss, the gain is recognised in profit or loss. Upon disposal of an investment property, any surplus previously recorded in equity is transferred to retained earnings; the transfer is not made through profit or loss.

(k) Goodwill on consolidation

Goodwill is initially measured at cost. Following initial recognition, goodwill is measured at cost less accumulated impairment losses.

For the purpose of impairment testing, goodwill acquired is allocated, from the acquisition date, to each of the Group’s cash-generating units or groups of cash-generating units that are expected to benefit from the synergies of the combination.

The cash-generating unit to which goodwill has been allocated is tested for impairment annually and whenever there is an indication that the cash-generating unit may be impaired, by comparing the carrying amount of the cash-generating unit, including the allocated goodwill, with the recoverable amount of the cash-generating unit. Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognised in the profit or loss. Impairment losses recognised for goodwill are not reversed in subsequent periods.

Where goodwill forms part of a cash-generating unit and part of the operation within that cash-generating unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative fair values of the operations disposed of and the portion of the cash-generating unit retained.



(k) Goodwill on consolidation (cont’d)

Goodwill and fair value adjustments arising on the acquisition of foreign operation on or after 1 January 2006 are treated as assets and liabilities of the foreign operations and are recorded in the functional currency of the foreign operations and translated in accordance with the accounting policy set out in Note 2(b) to the financial statements.

Goodwill and fair value adjustments which arose on acquisitions of foreign operation before 1 January 2006 are deemed to be assets and liabilities of the Group and are recorded in RM at the rates prevailing at the date of acquisition.

(l) Financial assets

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

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

The Group and the Company determine the classification of their financial assets at initial recognition, and categorised as loans and receivables.

(i) Loans and receivables

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

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

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

(ii) Available-for-sale

Available-for-sale financial assets are financial assets that are designated as available for sale or are not classified in any of the three preceding categories.

After initial recognition, available-for-sale financial assets are measured at fair value. Any gains or losses from changes in fair value of the financial assets are recognised in other comprehensive income, except that impairment losses, foreign exchange gains and losses on monetary instruments and interest calculated using the effective interest method are recognised in profit or loss. The cumulative gain or loss previously recognised in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment when the financial asset is derecognised. Interest income calculated using the effective interest method is recognised in profit or loss. Dividends on an available-for-sale equity instrument are recognised in profit or loss when the Group’s and the Company’s right to receive payment is established.




(l) Financial assets (cont’d)

(ii) Available-for-sale (cont’d)

Investments in equity instruments whose fair value cannot be reliably measured are measured at cost less impairment loss.

Available-for-sale financial assets are classified as non-current assets unless they are expected to be realised within 12 months after the reporting date.

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

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

(m) Inventories

Inventories, which consist of textile and textile based products, are stated at the lower of cost and net realisable value.

The cost of inventories comprises the original cost of purchase price and incidental costs incurred in bringing the inventories to their present location and condition. Cost is generally determined on a first-in-first-out basis.

Net realisable value represents the estimated selling price in the ordinary course of business less the estimated costs necessary to make sale. Write-down to net realisable value and inventory losses are recognised as an expense when it occurred and any reversal is recognised in profit or loss in the period in which it occurs.

(n) Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and on hand, deposits with financial institution with original maturities of less than three months, highly liquid investments that are readily convertible to known amount of cash and which are subject to an insignificant risk of changes in value.



(o) Financial liabilities

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

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

Financial liabilities measured at amortised cost

The Group’s and the Company's financial liabilities include trade and non-trade payables and borrowings.

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

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

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

Financial guarantee contracts

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

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




(l) Financial assets (cont’d)

(ii) Available-for-sale (cont’d)

Investments in equity instruments whose fair value cannot be reliably measured are measured at cost less impairment loss.

Available-for-sale financial assets are classified as non-current assets unless they are expected to be realised within 12 months after the reporting date.

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

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

(m) Inventories

Inventories, which consist of textile and textile based products, are stated at the lower of cost and net realisable value.

The cost of inventories comprises the original cost of purchase price and incidental costs incurred in bringing the inventories to their present location and condition. Cost is generally determined on a first-in-first-out basis.

Net realisable value represents the estimated selling price in the ordinary course of business less the estimated costs necessary to make sale. Write-down to net realisable value and inventory losses are recognised as an expense when it occurred and any reversal is recognised in profit or loss in the period in which it occurs.

(n) Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and on hand, deposits with financial institution with original maturities of less than three months, highly liquid investments that are readily convertible to known amount of cash and which are subject to an insignificant risk of changes in value.



(o) Financial liabilities

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

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

Financial liabilities measured at amortised cost

The Group’s and the Company's financial liabilities include trade and non-trade payables and borrowings.

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

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

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

Financial guarantee contracts

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

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




(p) Leases

(i) Classification

A lease is recognised as a finance lease if it transfers substantially to the Group and the Company all the risks and rewards incidental to ownership. Leases of land and buildings are classified as operating or finance leases in the same way as leases of other assets and the land and buildings elements of a lease of land and buildings are considered separately for the purpose of lease classification. All leases that do not transfer substantially all the risks and rewards are classified as operating leases, with the following exceptions:

- Property held under operating leases that would otherwise meet the definition of an investment property is classified as an investment property, is accounted for as if held under a finance lease as described in Note 2(j) to the financial statements; and

- Land held for own use under an operating lease, the fair value of which cannot be measured separately from the fair value of a building situated thereon at the inception of the lease, is accounted for as being held under a finance lease, unless the building is also clearly held under an operating lease.

(ii) Finance Leases - the Group as Lessee

Assets acquired by way of hire purchase or finance leases are stated at an amount equal to the lower of their fair values and the present value of the minimum lease payments at the inception of the leases, less accumulated depreciation and impairment losses. The corresponding liability is in the statements of financial position as borrowings. In calculating the present value of the minimum lease payments, the discount factor used is the interest rate implicit in the lease, when it is practicable to determine; otherwise, the Group’s incremental borrowing rate is used. Any initial direct costs are also added to the carrying amounts of such assets.

Lease payments are apportioned between the finance costs and the reduction of the outstanding liability. Finance costs, which represent the difference between the total leasing commitments and the fair value of the assets acquired, are recognised as an expense in the profit or loss over the term of the relevant lease so as to produce a constant periodic rate of charge on the remaining balance of the obligations for each accounting period.

The depreciation policy for leased assets is in accordance with that for the depreciable property, plant and equipment as described in Note 2(i) to the financial statements.

(iii) Operating Leases - the Group as Lessee

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



(p) Leases (cont’d)

(iii) Operating Leases - the Group as Lessee (cont’d)

In the case of a lease of land and buildings, the minimum lease payments or the up-front payments made are allocated, whenever necessary, between the land and the buildings element in proportion to the relative fair values for leasehold interests in the land element and buildings element of the lease at the inception of the lease. The up-front payment represents prepaid lease payments and are amortised on a straight-line basis over the lease term.

(iv) Operating Leases - the Group as Lessor

Assets leased out under operating leases are presented in the statements of financial position according to the nature of the assets. Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term.

(q) Provisions

A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation and the amount of the obligation can be estimated reliably.

Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of economic resources will be required to settle the obligation, the provision is reversed. Where the effect of the time value of money is material, provision are discounted using a current pre tax rate that reflects, where appropriate, the risk specific the liability and the present value of the expenditure expected to be required to settle the obligation.

(r) Contingencies

(i) Contingent liabilities

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




(p) Leases

(i) Classification

A lease is recognised as a finance lease if it transfers substantially to the Group and the Company all the risks and rewards incidental to ownership. Leases of land and buildings are classified as operating or finance leases in the same way as leases of other assets and the land and buildings elements of a lease of land and buildings are considered separately for the purpose of lease classification. All leases that do not transfer substantially all the risks and rewards are classified as operating leases, with the following exceptions:

- Property held under operating leases that would otherwise meet the definition of an investment property is classified as an investment property, is accounted for as if held under a finance lease as described in Note 2(j) to the financial statements; and

- Land held for own use under an operating lease, the fair value of which cannot be measured separately from the fair value of a building situated thereon at the inception of the lease, is accounted for as being held under a finance lease, unless the building is also clearly held under an operating lease.

(ii) Finance Leases - the Group as Lessee

Assets acquired by way of hire purchase or finance leases are stated at an amount equal to the lower of their fair values and the present value of the minimum lease payments at the inception of the leases, less accumulated depreciation and impairment losses. The corresponding liability is in the statements of financial position as borrowings. In calculating the present value of the minimum lease payments, the discount factor used is the interest rate implicit in the lease, when it is practicable to determine; otherwise, the Group’s incremental borrowing rate is used. Any initial direct costs are also added to the carrying amounts of such assets.

Lease payments are apportioned between the finance costs and the reduction of the outstanding liability. Finance costs, which represent the difference between the total leasing commitments and the fair value of the assets acquired, are recognised as an expense in the profit or loss over the term of the relevant lease so as to produce a constant periodic rate of charge on the remaining balance of the obligations for each accounting period.

The depreciation policy for leased assets is in accordance with that for the depreciable property, plant and equipment as described in Note 2(i) to the financial statements.

(iii) Operating Leases - the Group as Lessee

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



(p) Leases (cont’d)

(iii) Operating Leases - the Group as Lessee (cont’d)

In the case of a lease of land and buildings, the minimum lease payments or the up-front payments made are allocated, whenever necessary, between the land and the buildings element in proportion to the relative fair values for leasehold interests in the land element and buildings element of the lease at the inception of the lease. The up-front payment represents prepaid lease payments and are amortised on a straight-line basis over the lease term.

(iv) Operating Leases - the Group as Lessor

Assets leased out under operating leases are presented in the statements of financial position according to the nature of the assets. Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term.

(q) Provisions

A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation and the amount of the obligation can be estimated reliably.

Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of economic resources will be required to settle the obligation, the provision is reversed. Where the effect of the time value of money is material, provision are discounted using a current pre tax rate that reflects, where appropriate, the risk specific the liability and the present value of the expenditure expected to be required to settle the obligation.

(r) Contingencies

(i) Contingent liabilities

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




(r) Contingencies (cont’d)

(ii) Contingent assets

When an inflow of economic benefit of an asset is probable where it arises from past events and where existence will be confirmed only by the occurrence or non-occurrence of one of more uncertain future events not wholly within the control of the entity, the asset is not recognised in the statement of financial position but is being disclosed as a contingent asset. When the inflow of economic benefit is virtually certain, then the related asset is recognised.

(s) Operating segments

For management purposes, the Group and the Company are organised into operating segments based on types of services. The management of the Group and of the Company regularly reviews the segment results in order to allocate resources to the segments and to assess the segment performance. Additional disclosures on each of these segments are shown in Note 29 to the financial statements, including the factors used to identify the reportable segments and the measurement basis of segment information.

(t) Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Group and of the Company after deducting all of its liabilities. Ordinary shares are recorded at the proceeds received, net of directly attributable incremental transaction costs. Dividends on ordinary shares are recognised from equity in the period in which they are declared.


3. RevenueGroup

1.1.2017 to

31.3.2018

1.1.2016 to

31.12.2016RM RM

Sales of goods 175,012,120 163,379,783Rental income 617,854 1,793,026

175,629,974 165,172,809

4. Cost of salesGroup

1.1.2017to

31.3.2018

1.1.2016 to

31.12.2016RM RM

Inventories, at 1 January 135,083,868 125,890,759Purchases 89,145,218 107,726,148Custom duties 113,880 105,256Carriage inwards 1,220,268 1,170,213Marine insurance 101,899 68,278Bankers’ acceptance interest 1,249,080 1,415,439

226,914,213 236,376,093

Inventories, at 31 March 2018/31 December 2016 (119,663,260) (135,083,868)107,250,953 101,292,225




(r) Contingencies (cont’d)

(ii) Contingent assets

When an inflow of economic benefit of an asset is probable where it arises from past events and where existence will be confirmed only by the occurrence or non-occurrence of one of more uncertain future events not wholly within the control of the entity, the asset is not recognised in the statement of financial position but is being disclosed as a contingent asset. When the inflow of economic benefit is virtually certain, then the related asset is recognised.

(s) Operating segments

For management purposes, the Group and the Company are organised into operating segments based on types of services. The management of the Group and of the Company regularly reviews the segment results in order to allocate resources to the segments and to assess the segment performance. Additional disclosures on each of these segments are shown in Note 29 to the financial statements, including the factors used to identify the reportable segments and the measurement basis of segment information.

(t) Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Group and of the Company after deducting all of its liabilities. Ordinary shares are recorded at the proceeds received, net of directly attributable incremental transaction costs. Dividends on ordinary shares are recognised from equity in the period in which they are declared.


3. RevenueGroup

1.1.2017 to

31.3.2018

1.1.2016 to

31.12.2016RM RM

Sales of goods 175,012,120 163,379,783Rental income 617,854 1,793,026

175,629,974 165,172,809

4. Cost of salesGroup

1.1.2017to

31.3.2018

1.1.2016 to

31.12.2016RM RM

Inventories, at 1 January 135,083,868 125,890,759Purchases 89,145,218 107,726,148Custom duties 113,880 105,256Carriage inwards 1,220,268 1,170,213Marine insurance 101,899 68,278Bankers’ acceptance interest 1,249,080 1,415,439

226,914,213 236,376,093

Inventories, at 31 March 2018/31 December 2016 (119,663,260) (135,083,868)107,250,953 101,292,225



5. Other income


to31.3.2018

1.1.2016 to

31.12.2016

1.1.2017to

31.3.2018

1.1.2016 to

31.12.2016RM RM RM RM

Impairment loss on receivables no longer required

- 40,197 - -

Interest income 315,482 160,923 - -Insurance claim* 1,594,169 278,736 - -Fair value gain

on investment properties 1,025,000 790,000 - -

Gain on disposal of property, plant and equipment 7,733 - - -

Management fee - - 730,000 605,000Other income 74,077 100,368 32,080 -Realised gain on foreign

exchange 561,054 66,500 - -Rental income 1,046,322 613,651 - -

4,623,837 2,050,375 762,080 605,000

* Insurance claim was in respect of a fire incident that occurred in August 2014.


6. Profit from operations


to31.3.2018

1.1.2016to

31.12.2016

1.1.2017to

31.3.2018

1.1.2016to

31.12.2016RM RM RM RM

Profit from operations is arrived at aftercharging/(crediting):

Amortisation of prepaid land lease payments 155,221 92,194 - -

Auditors’ remuneration 137,090 155,000 32,000 35,000Annual listing fee - - 40,000 20,000Depreciation of property,

plant and equipment 4,232,489 3,754,872 - -Deposit written off 5,099 - - -Directors’ fee 780,000 5,000 180,000 -Interest expense 4,639,464 4,437,757 902,033 766,096Inventories written down 3,759,608 1,649,133 - -(Loss)/Gain on disposal


Unrealised loss on foreign exchange - 794,233 - -

Impairment of receivables 310,729 108,742 - -Property, plant and

equipment written off 748,816 136,514 - -Fair value gain on

investment properties (1,025,000) (790,000) - -Realised gain on foreign

exchange (561,054) (66,500) - -Reversal of inventories

written down - (203,821) - -Reversal of impairment

loss of receivables - (40,197) - -



5. Other income


to31.3.2018

1.1.2016 to

31.12.2016

1.1.2017to

31.3.2018

1.1.2016 to

31.12.2016RM RM RM RM

Impairment loss on receivables no longer required

- 40,197 - -

Interest income 315,482 160,923 - -Insurance claim* 1,594,169 278,736 - -Fair value gain

on investment properties 1,025,000 790,000 - -

Gain on disposal of property, plant and equipment 7,733 - - -

Management fee - - 730,000 605,000Other income 74,077 100,368 32,080 -Realised gain on foreign

exchange 561,054 66,500 - -Rental income 1,046,322 613,651 - -

4,623,837 2,050,375 762,080 605,000

* Insurance claim was in respect of a fire incident that occurred in August 2014.


6. Profit from operations


to31.3.2018

1.1.2016to

31.12.2016

1.1.2017to

31.3.2018

1.1.2016to

31.12.2016RM RM RM RM

Profit from operations is arrived at aftercharging/(crediting):

Amortisation of prepaid land lease payments 155,221 92,194 - -

Auditors’ remuneration 137,090 155,000 32,000 35,000Annual listing fee - - 40,000 20,000Depreciation of property,

plant and equipment 4,232,489 3,754,872 - -Deposit written off 5,099 - - -Directors’ fee 780,000 5,000 180,000 -Interest expense 4,639,464 4,437,757 902,033 766,096Inventories written down 3,759,608 1,649,133 - -(Loss)/Gain on disposal


Unrealised loss on foreign exchange - 794,233 - -

Impairment of receivables 310,729 108,742 - -Property, plant and

equipment written off 748,816 136,514 - -Fair value gain on

investment properties (1,025,000) (790,000) - -Realised gain on foreign

exchange (561,054) (66,500) - -Reversal of inventories

written down - (203,821) - -Reversal of impairment

loss of receivables - (40,197) - -



7. Employee benefits expense


to31.3.2018

1.1.2016 to

31.12.2016

1.1.2017to

31.3.2018

1.1.2016to

31.12.2016RM RM RM RM

Staff costs- Salaries 23,066,142 23,147,987 - -- Contribution to defined

contribution plan 3,005,235 2,434,456 - -- Other employee benefit

expenses 2,047,940 1,322,498 - -28,119,317 26,904,941 - -

Directors’ remunerationExecutive Directors- Fees 1,225,000 10,000 - -- Salaries and other

emoluments 1,092,850 2,064,000 - -- Contribution to defined

contribution plan 103,080 222,480 - -- Other emoluments 64,457 22,637 - 2,400

2,485,387 2,319,117 - 2,400

Non-Executive Directors- Fees 180,000 135,871 180,000 135,871- Other emoluments 11,900 4,800 11,900 4,800

191,900 140,671 191,900 140,671

30,796,604 29,364,729 191,900 143,071

8. Finance costs


to31.3.2018

1.1.2016 to

31.12.2016

1.1.2017to

31.3.2018

1.1.2016 to

31.12.2016RM RM RM RM

Interest expense on:- term loans 3,412,998 2,287,881 902,033 766,096- bank overdrafts 961,598 722,107 - -- finance lease liabilities 34,440 12,330 - -

4,409,036 3,022,318 902,033 766,096


9. Tax expense

Group Company 1.1.2017

to 31.3.2018

1.1.2016 to

31.12.2016

1.1.2017 to

31.12.2018

1.1.2016 to

31.12.2016RM RM RM RM

Current tax expense- current 3,946,661 3,104,151 127,006 93,721- under/(over) provision in

prior year 232,601 (125,935) - 3,1264,179,262 2,978,216 127,006 96,847

Deferred tax (Note 18)- current (1,573,079) (9,621) - -- under/(over) provision in

prior year 1,220,697 (37,000) - -(352,382) (46,621) - -

3,826,880 2,931,595 127,006 96,847

Reconciliation of effective tax expense:

Profit/(loss) before tax 6,912,011 4,581,667 (511,029) (553,257)

Tax calculated at statutory rate of 24% 1,658,883 1,099,600 (122,647) (132,782)

Non-deductible expenses 605,211 2,203,416 257,352 226,503Non-taxable income (117,262) (189,600) (7,699) -Utilisation of deferred tax

assets - (18,886) - -Income subject for real

property gain tax 226,750 - - -2,373,582 3,094,530 127,006 93,721

Under/(over) provision of tax in prior year 232,601 (125,935) -

3,126

Under/(over) provision of deferred tax in prior year 1,220,697 (37,000) - -

3,826,880 2,931,595 127,006 96,847



7. Employee benefits expense


to31.3.2018

1.1.2016 to

31.12.2016

1.1.2017to

31.3.2018

1.1.2016to

31.12.2016RM RM RM RM

Staff costs- Salaries 23,066,142 23,147,987 - -- Contribution to defined

contribution plan 3,005,235 2,434,456 - -- Other employee benefit

expenses 2,047,940 1,322,498 - -28,119,317 26,904,941 - -

Directors’ remunerationExecutive Directors- Fees 1,225,000 10,000 - -- Salaries and other

emoluments 1,092,850 2,064,000 - -- Contribution to defined

contribution plan 103,080 222,480 - -- Other emoluments 64,457 22,637 - 2,400

2,485,387 2,319,117 - 2,400

Non-Executive Directors- Fees 180,000 135,871 180,000 135,871- Other emoluments 11,900 4,800 11,900 4,800

191,900 140,671 191,900 140,671

30,796,604 29,364,729 191,900 143,071

8. Finance costs


to31.3.2018

1.1.2016 to

31.12.2016

1.1.2017to

31.3.2018

1.1.2016 to

31.12.2016RM RM RM RM

Interest expense on:- term loans 3,412,998 2,287,881 902,033 766,096- bank overdrafts 961,598 722,107 - -- finance lease liabilities 34,440 12,330 - -

4,409,036 3,022,318 902,033 766,096


9. Tax expense

Group Company 1.1.2017

to 31.3.2018

1.1.2016 to

31.12.2016

1.1.2017 to

31.12.2018

1.1.2016 to

31.12.2016RM RM RM RM

Current tax expense- current 3,946,661 3,104,151 127,006 93,721- under/(over) provision in

prior year 232,601 (125,935) - 3,1264,179,262 2,978,216 127,006 96,847

Deferred tax (Note 18)- current (1,573,079) (9,621) - -- under/(over) provision in

prior year 1,220,697 (37,000) - -(352,382) (46,621) - -

3,826,880 2,931,595 127,006 96,847

Reconciliation of effective tax expense:

Profit/(loss) before tax 6,912,011 4,581,667 (511,029) (553,257)

Tax calculated at statutory rate of 24% 1,658,883 1,099,600 (122,647) (132,782)

Non-deductible expenses 605,211 2,203,416 257,352 226,503Non-taxable income (117,262) (189,600) (7,699) -Utilisation of deferred tax

assets - (18,886) - -Income subject for real

property gain tax 226,750 - - -2,373,582 3,094,530 127,006 93,721

Under/(over) provision of tax in prior year 232,601 (125,935) -

3,126

Under/(over) provision of deferred tax in prior year 1,220,697 (37,000) - -

3,826,880 2,931,595 127,006 96,847



9. Tax expense (cont’d)

The Group has unabsorbed capital allowances and unutilised tax losses available for set off against future taxable profits as follows:

Group1.1.2017

to31.3.2018

1.1.2016 to

31.12.2016RM RM

Unabsorbed business losses 1,240,046 1,240,046Unutilised capital allowances 401,049 408,249

1,641,095 1,648,295

10. Earnings per share

Basic earnings per share is calculated by dividing profit for the year attributable to owners of the Company by the weighted average number of ordinary shares in issue during the financial period.

Group 31.3.2018 31.12.2016

Profit for the financial period/year attributable to owners of the Company (RM) 3,085,131 1,650,072

Weighted average number of ordinary sharesin issue (units) 197,990,002 197,990,002

Basic earnings per share (sen) 1.56 0.83

There are no diluted earnings per share disclosed as there were no dilutive potential ordinary shares.

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9. Tax expense (cont’d)

The Group has unabsorbed capital allowances and unutilised tax losses available for set off against future taxable profits as follows:

Group1.1.2017

to31.3.2018

1.1.2016 to

31.12.2016RM RM


1,641,095 1,648,295

10. Earnings per share

Basic earnings per share is calculated by dividing profit for the year attributable to owners of the Company by the weighted average number of ordinary shares in issue during the financial period.

Group 31.3.2018 31.12.2016

Profit for the financial period/year attributable to owners of the Company (RM) 3,085,131 1,650,072

Weighted average number of ordinary sharesin issue (units) 197,990,002 197,990,002

Basic earnings per share (sen) 1.56 0.83

There are no diluted earnings per share disclosed as there were no dilutive potential ordinary shares.

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11. Property, plant and equipment (cont’d)

(i) The net carrying amount of certain land and buildings of the subsidiaries amounting to RM122,236,028 (2016: RM95,625,606) are charged to licensed banks as security for banking facilities granted to the subsidiaries as disclosed in Note 25 to the financial statements.

(ii) The strata title deed of land and building of a subsidiary amounting to RM3,391,553 (2016: RM3,415,473) are yet to be issued by relevant authorities.

(iii) Assets held under finance lease:

Group31.3.2018 31.12.2016

RM RMDetails of assets under finance lease are:

Motor vehicles-additions during the financial year 507,573 236,759-net carrying amount 609,096 268,247

Leased assets are pledged as security for the related finance lease liabilities.

12. Investment properties Group

31.3.2018 31.12.2016RM RM

Fair value

At 1 January 2017/2016 37,395,000 36,605,000Fair value adjustment 1,025,000 790,000Transfer from capital work-in-progress 18,670,000 -Transfer to prepaid land lease payments (2,800,000) -Transfer to property, plant and equipment (1,200,000) -At 31 March 2018/31 December 2016 53,090,000 37,395,000

Carrying amount 53,090,000 37,395,000


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11. Property, plant and equipment (cont’d)

(i) The net carrying amount of certain land and buildings of the subsidiaries amounting to RM122,236,028 (2016: RM95,625,606) are charged to licensed banks as security for banking facilities granted to the subsidiaries as disclosed in Note 25 to the financial statements.

(ii) The strata title deed of land and building of a subsidiary amounting to RM3,391,553 (2016: RM3,415,473) are yet to be issued by relevant authorities.

(iii) Assets held under finance lease:

Group31.3.2018 31.12.2016

RM RMDetails of assets under finance lease are:

Motor vehicles-additions during the financial year 507,573 236,759-net carrying amount 609,096 268,247

Leased assets are pledged as security for the related finance lease liabilities.

12. Investment properties Group

31.3.2018 31.12.2016RM RM

Fair value

At 1 January 2017/2016 37,395,000 36,605,000Fair value adjustment 1,025,000 790,000Transfer from capital work-in-progress 18,670,000 -Transfer to prepaid land lease payments (2,800,000) -Transfer to property, plant and equipment (1,200,000) -At 31 March 2018/31 December 2016 53,090,000 37,395,000

Carrying amount 53,090,000 37,395,000



12. Investment properties (cont’d)

Investment properties comprise the following:Group

31.3.2018 31.12.2016RM RM

Freehold land 28,590,000 16,945,000Freehold buildings 12,500,000 6,050,000Leasehold land 8,400,000 9,700,000Leasehold buildings 3,600,000 4,700,000

53,090,000 37,395,000

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

Group31.3.2018 31.12.2016

RM RM

Rental income 711,854 1,582,900Direct operating expenses 164,186 100,453

As at 31 March 2018, certain investment properties of the Group with total carrying amount of RM21,600,000 (2016: RM25,400,000) are charged to local banks as security for banking facilities granted to the Group as mentioned in Note 25 to the financial statements.

The fair values of the investment properties of the Group are estimated based on an independent valuers’ assessment of the current prices in an active market for the respective properties within each vicinity carried out as at the financial period end. There has been no change to the valuation technique during the financial period.

Fair value measurements of the investment properties were categorised as follows:

GroupLevel 2

31.3.2018 31.12.2016RM RM

Recurring fair value measurements:Freehold land 28,590,000 16,945,000Freehold buildings 12,500,000 6,050,000Leasehold land 8,400,000 9,700,000Leasehold buildings 3,600,000 4,700,000

53,090,000 37,395,000



Level 2 Fair Value

Level 2 fair value of land and buildings have been generally derived during sales comparison approach. Sales price of comparable properties in close proximity are adjusted for differences in key attributes such as property site. The most significant input into this valuation approach is price per square foot of comparable properties

13. Prepaid land lease payments Group

31.3.2018 31.12.2016RM RM

CostAt 1 January 2017/2016 7,056,562 7,056,562Transfer from investment properties 2,800,000 -At 31 March 2018/31 December 2016 9,856,562 7,056,562

AmortisationAt 1 January 2017/2016 1,124,566 1,032,372Amortisation during the period/year 155,221 92,194At 31 March 2018/31 December 2016 1,279,787 1,124,566

Carrying amountAt 31 March 2018/31 December 2016 8,576,775 5,931,996

As at 31 March 2018, the unexpired lease period of the long leasehold lands are more than 50 years.

The Group has parcels of land with a carrying amount of RM8,054,113 (2016: RM5,398,580) of which the land titles are pledged as security for banking facilities granted to certain subsidiaries.

14. Capital work-in-progressGroup

31.3.2018 31.12.2016RM RM

At 1 January 2017/2016 15,869,500 15,721,375Additions during the financial period/year 2,800,500 148,125Transfer to investment property (18,670,000) -At 31 March 2018/31 December 2016 - 15,869,500




Investment properties comprise the following:Group

31.3.2018 31.12.2016RM RM

Freehold land 28,590,000 16,945,000Freehold buildings 12,500,000 6,050,000Leasehold land 8,400,000 9,700,000Leasehold buildings 3,600,000 4,700,000

53,090,000 37,395,000

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

Group31.3.2018 31.12.2016

RM RM

Rental income 711,854 1,582,900Direct operating expenses 164,186 100,453

As at 31 March 2018, certain investment properties of the Group with total carrying amount of RM21,600,000 (2016: RM25,400,000) are charged to local banks as security for banking facilities granted to the Group as mentioned in Note 25 to the financial statements.

The fair values of the investment properties of the Group are estimated based on an independent valuers’ assessment of the current prices in an active market for the respective properties within each vicinity carried out as at the financial period end. There has been no change to the valuation technique during the financial period.

Fair value measurements of the investment properties were categorised as follows:

GroupLevel 2

31.3.2018 31.12.2016RM RM

Recurring fair value measurements:Freehold land 28,590,000 16,945,000Freehold buildings 12,500,000 6,050,000Leasehold land 8,400,000 9,700,000Leasehold buildings 3,600,000 4,700,000

53,090,000 37,395,000



Level 2 Fair Value

Level 2 fair value of land and buildings have been generally derived during sales comparison approach. Sales price of comparable properties in close proximity are adjusted for differences in key attributes such as property site. The most significant input into this valuation approach is price per square foot of comparable properties

13. Prepaid land lease payments Group

31.3.2018 31.12.2016RM RM

CostAt 1 January 2017/2016 7,056,562 7,056,562Transfer from investment properties 2,800,000 -At 31 March 2018/31 December 2016 9,856,562 7,056,562

AmortisationAt 1 January 2017/2016 1,124,566 1,032,372Amortisation during the period/year 155,221 92,194At 31 March 2018/31 December 2016 1,279,787 1,124,566

Carrying amountAt 31 March 2018/31 December 2016 8,576,775 5,931,996

As at 31 March 2018, the unexpired lease period of the long leasehold lands are more than 50 years.

The Group has parcels of land with a carrying amount of RM8,054,113 (2016: RM5,398,580) of which the land titles are pledged as security for banking facilities granted to certain subsidiaries.

14. Capital work-in-progressGroup

31.3.2018 31.12.2016RM RM

At 1 January 2017/2016 15,869,500 15,721,375Additions during the financial period/year 2,800,500 148,125Transfer to investment property (18,670,000) -At 31 March 2018/31 December 2016 - 15,869,500



15. Available for sale investmentGroup

31.3.2018 31.12.2016RM RM

Unquoted investment outside Malaysia 286,824 286,824Less: Impairment loss (286,824) (286,824)

- -

16. GoodwillGroup

31.3.2018 31.12.2016RM RM

At 1 January 2016/2017/31 March 2018/31 December 2016 373,506 373,506

Impairment test for goodwill

Goodwill has been allocated to the Group’s CGU, being Kesar Sdn. Bhd., which is in the textiles business. No impairment loss was acquired for the goodwill on consolidation at its recoverable value was in excess of its carrying values.

Key assumptions used in value-in-use calculations

The recoverable amount for the goodwill was based on its value in use. Value in use was determined by discounting the future cash flows generated from the continuing operation of business acquired and was based on the following key assumptions:

(i) Cash flows were projected based on actual operating results and a three-year business plan.

(ii) Revenue was estimated to decrease by 50% in year 2019, and thereafter increase by 10% per annum for the next 2 years.

(iii) Expenses were projected to increase by approximately 3% per annum.

A pre-tax discount rate of 10% was applied in determining the recoverable amount of the unit. The discount rate was estimated based on the Group’s existing rate of borrowing.

The values assigned to the key assumptions represent management’s assessment of future trends in the industry and are based on external and internal sources. A reasonably possible change in a key assumption does not have any significant difference to the recoverable amount.

Sensitivity to change in assumptions

With regards to the assessment of the value-in-use of the CGU relating to trading in textiles products, management believes there are possible changes in key assumptions which could cause the carrying value of the CGU to exceed its recoverable amount. The estimated CGU relating to recoverable amount for the unit exceeds its carrying amount by approximately RM2.9 million (2016: RM1.5 million).


17. Investment in subsidiaries Company

31.3.2018 31.12.2016RM RM

Unquoted shares, at cost 256,430,002 256,430,002

The details of the subsidiaries, all of which are incorporated in Malaysia, are as follows:

Name of companies

Effective ownership interest and voting

interest Principal activities

Principal place of business/

Country of incorporation

2018 2016% %

Kamdar Sdn. Bhd. 100 100 Retail of textile and textile-based products

Malaysia

Pusat Membeli-Belah Kamdar Sdn. Bhd.

100 100 Letting of properties Malaysia

Pusat Membeli-Belah Kamdar (Penang) Sdn. Bhd.


Kamdar (South) Sdn. Bhd. 100 100 Retail of textile and textile-based products

Malaysia

Kesar Sdn. Bhd. 100 100 Importers, exporters, retailer and wholesaler of textile and textile-based products

Malaysia

Kamdar Holdings Sdn. Bhd. 100 100 Letting of properties Malaysia

Kamdar Stores Sdn. Bhd. 100 100 Letting of properties Malaysia

Mint Saga (M) Sdn. Bhd. 100 100 Retail and letting of properties

Malaysia

Kamdar (B) Sdn. Bhd. 100 100 Dormant Malaysia

Subsidiary of Pusat Membeli-Belah Kamdar Sdn. Bhd.Beauty Gallant Sdn. Bhd. 100 100 Letting of properties Malaysia

Subsdiary of Kesar Sdn. Bhd.Orisea Trade Sdn. Bhd. 100 100 Letting moveable and

immoveable assetsMalaysia



15. Available for sale investmentGroup

31.3.2018 31.12.2016RM RM

Unquoted investment outside Malaysia 286,824 286,824Less: Impairment loss (286,824) (286,824)

- -

16. GoodwillGroup

31.3.2018 31.12.2016RM RM

At 1 January 2016/2017/31 March 2018/31 December 2016 373,506 373,506

Impairment test for goodwill

Goodwill has been allocated to the Group’s CGU, being Kesar Sdn. Bhd., which is in the textiles business. No impairment loss was acquired for the goodwill on consolidation at its recoverable value was in excess of its carrying values.

Key assumptions used in value-in-use calculations

The recoverable amount for the goodwill was based on its value in use. Value in use was determined by discounting the future cash flows generated from the continuing operation of business acquired and was based on the following key assumptions:

(i) Cash flows were projected based on actual operating results and a three-year business plan.

(ii) Revenue was estimated to decrease by 50% in year 2019, and thereafter increase by 10% per annum for the next 2 years.

(iii) Expenses were projected to increase by approximately 3% per annum.

A pre-tax discount rate of 10% was applied in determining the recoverable amount of the unit. The discount rate was estimated based on the Group’s existing rate of borrowing.

The values assigned to the key assumptions represent management’s assessment of future trends in the industry and are based on external and internal sources. A reasonably possible change in a key assumption does not have any significant difference to the recoverable amount.

Sensitivity to change in assumptions

With regards to the assessment of the value-in-use of the CGU relating to trading in textiles products, management believes there are possible changes in key assumptions which could cause the carrying value of the CGU to exceed its recoverable amount. The estimated CGU relating to recoverable amount for the unit exceeds its carrying amount by approximately RM2.9 million (2016: RM1.5 million).


17. Investment in subsidiaries Company

31.3.2018 31.12.2016RM RM

Unquoted shares, at cost 256,430,002 256,430,002

The details of the subsidiaries, all of which are incorporated in Malaysia, are as follows:

Name of companies

Effective ownership interest and voting

interest Principal activities

Principal place of business/

Country of incorporation

2018 2016% %

Kamdar Sdn. Bhd. 100 100 Retail of textile and textile-based products

Malaysia

Pusat Membeli-Belah Kamdar Sdn. Bhd.


Pusat Membeli-Belah Kamdar (Penang) Sdn. Bhd.


Kamdar (South) Sdn. Bhd. 100 100 Retail of textile and textile-based products

Malaysia

Kesar Sdn. Bhd. 100 100 Importers, exporters, retailer and wholesaler of textile and textile-based products

Malaysia

Kamdar Holdings Sdn. Bhd. 100 100 Letting of properties Malaysia

Kamdar Stores Sdn. Bhd. 100 100 Letting of properties Malaysia

Mint Saga (M) Sdn. Bhd. 100 100 Retail and letting of properties

Malaysia

Kamdar (B) Sdn. Bhd. 100 100 Dormant Malaysia

Subsidiary of Pusat Membeli-Belah Kamdar Sdn. Bhd.Beauty Gallant Sdn. Bhd. 100 100 Letting of properties Malaysia

Subsdiary of Kesar Sdn. Bhd.Orisea Trade Sdn. Bhd. 100 100 Letting moveable and

immoveable assetsMalaysia



18. Deferred tax assets

The components and movements of deferred tax assets and liabilities during the financial period/year are as follows:

Group31.3.2018 31.12.2016

RM RM

At 1 January 2017/2016 2,081,061 2,127,682Recognised in profit or loss (1,573,079) (9,621)Under/(over) provision in prior year 1,220,697 (37,000)At 31 March 2018/31 December 2016 1,728,679 2,081,061

Presented as follows as disclosed in the statement of financial position:Deferred tax asset (163,000) (175,000)Deferred tax liabilities 1,891,679 2,256,061

1,728,679 2,081,061

The components of recognised deferred tax (asset)/liabilities are made up of temporary differences arising from:

Group31.3.2018 31.12.2016

RM RMReal property (loss)/gain tax on investment properties (499,328) 635,253Revaluation on property, plant and equipment upon transfer

to investment properties 338,090 338,090Fair value adjustment in acquisition of subsidiaries 790,353 717,572Excess of property, plant and equipment carrying amounts

over tax base 1,606,095 1,681,119Trade receivables (267,000) (294,000)Inventories (112,000) (804,442)Unabsorbed business losses (117,611) (117,611)Unutilised capital allowances (9,920) (74,920)

1,728,679 2,081,061

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

31.3.2018 31.12.2016RM RM


1,641,095 1,648,295


19. InventoriesGroup

31.3.2018 31.12.2016RM RM

At cost:Trading goods 119,663,260 135,083,868

Recognised in profit or loss:Inventories written down 3,759,608 1,649,133Reversal of inventories written down - (203,821)

20. Trade and non-trade receivables

Group Company31.3.2018 31.12.2016 31.3.2018 31.12.2016

RM RM RM RMTrade:Trade receivables 10,237,286 11,118,755 - -Less: ImpairmentAt 1 Jan 2017/2016 (1,251,009) (1,257,542) - -Addition during the

period/year (210,680) (33,664) - -Reversal of

impairment loss - 40,197 - -At 31 March/31

December (1,461,689) (1,251,009) - -

8,775,597 9,867,746 - -

Non-trade:Non-trade

receivables 839,847 1,322,917 - -Less: ImpairmentAt 1 Jan 2017/2016 (75,078) - - -Addition during the

period/year (100,049) (75,078) - -At 31 March/31

December (175,127) (75,078) - -664,720 1,247,839 - -

Deposits 1,805,213 2,221,313 - -GST receivables 969,496 511,491 31,145 29,418Prepayments 870,959 698,309 - -

4,310,388 4,678,952 31,145 29,418

13,085,985 14,546,698 31,145 29,418



18. Deferred tax assets

The components and movements of deferred tax assets and liabilities during the financial period/year are as follows:

Group31.3.2018 31.12.2016

RM RM

At 1 January 2017/2016 2,081,061 2,127,682Recognised in profit or loss (1,573,079) (9,621)Under/(over) provision in prior year 1,220,697 (37,000)At 31 March 2018/31 December 2016 1,728,679 2,081,061

Presented as follows as disclosed in the statement of financial position:Deferred tax asset (163,000) (175,000)Deferred tax liabilities 1,891,679 2,256,061

1,728,679 2,081,061

The components of recognised deferred tax (asset)/liabilities are made up of temporary differences arising from:

Group31.3.2018 31.12.2016

RM RMReal property (loss)/gain tax on investment properties (499,328) 635,253Revaluation on property, plant and equipment upon transfer

to investment properties 338,090 338,090Fair value adjustment in acquisition of subsidiaries 790,353 717,572Excess of property, plant and equipment carrying amounts

over tax base 1,606,095 1,681,119Trade receivables (267,000) (294,000)Inventories (112,000) (804,442)Unabsorbed business losses (117,611) (117,611)Unutilised capital allowances (9,920) (74,920)

1,728,679 2,081,061

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

31.3.2018 31.12.2016RM RM


1,641,095 1,648,295


19. InventoriesGroup

31.3.2018 31.12.2016RM RM

At cost:Trading goods 119,663,260 135,083,868

Recognised in profit or loss:Inventories written down 3,759,608 1,649,133Reversal of inventories written down - (203,821)

20. Trade and non-trade receivables

Group Company31.3.2018 31.12.2016 31.3.2018 31.12.2016

RM RM RM RMTrade:Trade receivables 10,237,286 11,118,755 - -Less: ImpairmentAt 1 Jan 2017/2016 (1,251,009) (1,257,542) - -Addition during the

period/year (210,680) (33,664) - -Reversal of

impairment loss - 40,197 - -At 31 March/31

December (1,461,689) (1,251,009) - -

8,775,597 9,867,746 - -

Non-trade:Non-trade

receivables 839,847 1,322,917 - -Less: ImpairmentAt 1 Jan 2017/2016 (75,078) - - -Addition during the

period/year (100,049) (75,078) - -At 31 March/31

December (175,127) (75,078) - -664,720 1,247,839 - -

Deposits 1,805,213 2,221,313 - -GST receivables 969,496 511,491 31,145 29,418Prepayments 870,959 698,309 - -

4,310,388 4,678,952 31,145 29,418

13,085,985 14,546,698 31,145 29,418



20. Trade and non-trade receivables (cont’d)

Included in trade receivable is the amount of RM81,882 (2016: RM114,830) due from companies in which a person connected with a director has interest.

The credit period granted by the Group ranges from 0 days to 120 days (2016: 0 days to 120 days). Other credit terms are assessed and approved by the management on a case-by-case basis.

21. Short term deposits with licensed banks

The short term deposits with licensed banks are pledged to licensed banks as security for banking facilities granted to the Group. The short term deposits are maturing in July 2019 (2016: July 2018).

The effective interest rates for short term deposits with licensed banks ranged from 2.55% to 3.35% (2016: 2.50% to 3.30%) per annum.

22. Cash and bank balances

The foreign currency profile of cash and bank balances are as follows:

Group Company 31.3.2018 31.12.2016 31.3.2018 31.12.2016 RM RM RM RM

United States Dollar 23,249 14,006 - -Ringgit Malaysia 8,638,481 8,014,435 111,224 179,308

8,661,730 8,028,441 111,224 179,308

23. Share capital

Group and Company31.3.2018 31.12.2016 31.3.2018 31.12.2016

Number of Ordinary Shares RM RM

Authorised n/a 500,000,000 n/a 500,000,000*

Issued and fully paidAt 31 March 2018 197,990,002 197,990,002 197,990,002 197,990,002*

* Par value of RM1 each



24. Reserves Group Company

31.3.2018 Restated31.12.2016 31.3.2018 31.12.2016

RM RM RM RMShare premium - - - -Merger reserve (176,470,000) (176,470,000) - -Revaluation reserve 6,423,728 6,423,728 - -

Total non-distributable (170,046,272) (170,046,272) - -Retained earnings 194,393,371 191,308,240 4,224,480 4,862,515

24,347,099 21,261,968 4,224,480 4,862,515

Group

Merger reserve

Merger deficit arose from the business combination of entities under common control where the amount of the Group’s equity ownership of the entities exceeded their acquisition costs.

Revaluation reserve

The revaluation reserve represents increases in fair value of land and buildings, net of tax, and decrease to the extent that such decreases relate to an increase on the same asset previously recognised in other comprehensive income.

Retained earnings

The Groups’ and the Company’s adopted the Single Tier Income Tax System in which the Group and the Company may declare the payment of the dividends out of its retained earnings of which subject to the availability of profits.



20. Trade and non-trade receivables (cont’d)

Included in trade receivable is the amount of RM81,882 (2016: RM114,830) due from companies in which a person connected with a director has interest.

The credit period granted by the Group ranges from 0 days to 120 days (2016: 0 days to 120 days). Other credit terms are assessed and approved by the management on a case-by-case basis.

21. Short term deposits with licensed banks

The short term deposits with licensed banks are pledged to licensed banks as security for banking facilities granted to the Group. The short term deposits are maturing in July 2019 (2016: July 2018).

The effective interest rates for short term deposits with licensed banks ranged from 2.55% to 3.35% (2016: 2.50% to 3.30%) per annum.

22. Cash and bank balances

The foreign currency profile of cash and bank balances are as follows:

Group Company 31.3.2018 31.12.2016 31.3.2018 31.12.2016 RM RM RM RM

United States Dollar 23,249 14,006 - -Ringgit Malaysia 8,638,481 8,014,435 111,224 179,308

8,661,730 8,028,441 111,224 179,308

23. Share capital

Group and Company31.3.2018 31.12.2016 31.3.2018 31.12.2016

Number of Ordinary Shares RM RM

Authorised n/a 500,000,000 n/a 500,000,000*

Issued and fully paidAt 31 March 2018 197,990,002 197,990,002 197,990,002 197,990,002*

* Par value of RM1 each



24. Reserves Group Company

31.3.2018 Restated31.12.2016 31.3.2018 31.12.2016

RM RM RM RMShare premium - - - -Merger reserve (176,470,000) (176,470,000) - -Revaluation reserve 6,423,728 6,423,728 - -

Total non-distributable (170,046,272) (170,046,272) - -Retained earnings 194,393,371 191,308,240 4,224,480 4,862,515

24,347,099 21,261,968 4,224,480 4,862,515

Group

Merger reserve

Merger deficit arose from the business combination of entities under common control where the amount of the Group’s equity ownership of the entities exceeded their acquisition costs.

Revaluation reserve

The revaluation reserve represents increases in fair value of land and buildings, net of tax, and decrease to the extent that such decreases relate to an increase on the same asset previously recognised in other comprehensive income.

Retained earnings

The Groups’ and the Company’s adopted the Single Tier Income Tax System in which the Group and the Company may declare the payment of the dividends out of its retained earnings of which subject to the availability of profits.



25. Borrowings

Group Company 31.3.2018 31.12.2016 31.3.2018 31.12.2016

Current Note RM RM RM RMSecuredBankers’ acceptance (a) 21,761,000 23,781,000 - -Bank overdrafts (a) 3,467,236 3,640,652 - -Term loans (b) 5,619,655 5,537,136 670,128 619,512Finance lease liabilities (c) 179,541 69,698 - -

31,027,432 33,028,486 670,128 619,512

UnsecuredBankers’ acceptance (a) 9,387,290 25,473,333 - -Bank overdrafts (a) 3,141,434 5,607,416 - -

12,528,724 31,080,749 - -

Total current 43,556,156 64,109,235 670,128 619,512

Non-currentTerm loans (b) 50,436,573 49,276,072 15,433,171 16,298,734Finance lease liabilities (c) 386,467 180,068 - -Total non-current 50,823,040 49,456,140 15,433,171 16,298,734

Total 94,379,196 113,565,375 16,103,299 16,918,246

(a) Bankers’ acceptance and bank overdrafts

As at 31 March 2018, the bankers’ acceptance and bank overdraft bore average effective interest rates of borrowings of the Group are ranged from 2.50% to 7.60% (2016: 1.50% to 8.60%) and 7.47% to 7.60% (2016: 8.35% to 8.60%) per annum respectively and are secured by:

(i) Fixed charge over certain subsidiaries’ landed properties;(ii) Negative pledge over the assets of certain subsidiaries;(iii) A pledge of short term deposits of certain a subsidiary;(iv) Joint and several guarantees by the Directors; and(v) Corporate guarantees by the Company and its subsidiaries.


25. Borrowings (cont’d)

(b) Term loans

The remaining maturities of the term loans are as follows:

Group Company 31.3.2018 31.12.2016 31.3.2018 31.12.2016

RM RM RM RMWithin one year 5,619,655 5,537,136 670,128 619,512More than one

year and less than five years 16,295,985 15,135,484 3,005,224 3,870,787

Five years and more 34,140,588 34,140,588 12,427,947 12,427,947

56,056,228 54,813,208 16,103,299 16,918,246

The term loans of the Group bear interest at a rate of 4.62% to 5.47% (2016: 4.37% to 6.35%) per annum and are secured by the following:

(i) Legal charge on certain subsidiaries’ landed properties; (ii) Assignment of rental proceeds over the abovementioned properties;(iii) Joint and several guarantees by the Directors; and (iv) Corporate guarantee by the Company.

(c) Finance lease liabilitiesGroup

31.3.2018 31.12.2016RM RM

Minimum finance lease payments:Repayable within one year 202,500 79,122Repayable between one to five years 407,017 196,820

609,517 275,942Less: Future finance charges (43,509) (26,176)Present value of finance lease liabilities 566,008 249,766

Present value of finance lease liabilities:Repayable within one year 179,541 69,698Repayable between one to five years 386,467 180,068

566,008 249,766Representing finance lease liabilities:Current 179,541 69,698Non-current 386,467 180,068

566,008 249,766

The effective interest rate are ranged from 4.25% to 5.27% (2016: 4.26% to 5.06%) per annum.



25. Borrowings

Group Company 31.3.2018 31.12.2016 31.3.2018 31.12.2016

Current Note RM RM RM RMSecuredBankers’ acceptance (a) 21,761,000 23,781,000 - -Bank overdrafts (a) 3,467,236 3,640,652 - -Term loans (b) 5,619,655 5,537,136 670,128 619,512Finance lease liabilities (c) 179,541 69,698 - -

31,027,432 33,028,486 670,128 619,512

UnsecuredBankers’ acceptance (a) 9,387,290 25,473,333 - -Bank overdrafts (a) 3,141,434 5,607,416 - -

12,528,724 31,080,749 - -

Total current 43,556,156 64,109,235 670,128 619,512

Non-currentTerm loans (b) 50,436,573 49,276,072 15,433,171 16,298,734Finance lease liabilities (c) 386,467 180,068 - -Total non-current 50,823,040 49,456,140 15,433,171 16,298,734

Total 94,379,196 113,565,375 16,103,299 16,918,246

(a) Bankers’ acceptance and bank overdrafts

As at 31 March 2018, the bankers’ acceptance and bank overdraft bore average effective interest rates of borrowings of the Group are ranged from 2.50% to 7.60% (2016: 1.50% to 8.60%) and 7.47% to 7.60% (2016: 8.35% to 8.60%) per annum respectively and are secured by:

(i) Fixed charge over certain subsidiaries’ landed properties;(ii) Negative pledge over the assets of certain subsidiaries;(iii) A pledge of short term deposits of certain a subsidiary;(iv) Joint and several guarantees by the Directors; and(v) Corporate guarantees by the Company and its subsidiaries.


25. Borrowings (cont’d)

(b) Term loans

The remaining maturities of the term loans are as follows:

Group Company 31.3.2018 31.12.2016 31.3.2018 31.12.2016

RM RM RM RMWithin one year 5,619,655 5,537,136 670,128 619,512More than one

year and less than five years 16,295,985 15,135,484 3,005,224 3,870,787

Five years and more 34,140,588 34,140,588 12,427,947 12,427,947

56,056,228 54,813,208 16,103,299 16,918,246

The term loans of the Group bear interest at a rate of 4.62% to 5.47% (2016: 4.37% to 6.35%) per annum and are secured by the following:

(i) Legal charge on certain subsidiaries’ landed properties; (ii) Assignment of rental proceeds over the abovementioned properties;(iii) Joint and several guarantees by the Directors; and (iv) Corporate guarantee by the Company.

(c) Finance lease liabilitiesGroup

31.3.2018 31.12.2016RM RM

Minimum finance lease payments:Repayable within one year 202,500 79,122Repayable between one to five years 407,017 196,820

609,517 275,942Less: Future finance charges (43,509) (26,176)Present value of finance lease liabilities 566,008 249,766

Present value of finance lease liabilities:Repayable within one year 179,541 69,698Repayable between one to five years 386,467 180,068

566,008 249,766Representing finance lease liabilities:Current 179,541 69,698Non-current 386,467 180,068

566,008 249,766

The effective interest rate are ranged from 4.25% to 5.27% (2016: 4.26% to 5.06%) per annum.



26. Trade and non-trade payables

Group Company31.3.2018 31.12.2016 31.3.2018 31.12.2016

RM RM RM RMCurrent:Trade:Trade payables 4,251,584 5,089,851 - -Sub-total trade 4,251,584 5,089,851 - -

Non-trade:Non-trade payables 2,747,934 4,002,221 407,114 431,800Amounts owing to subsidiaries - - 36,814,063 35,463,548Advances from customers 6,440 29,106 - -Accruals 4,635,670 5,096,992 985,808 950,008Deposits 2,146,058 85,505 - -Amount due to a director 900,635 610,000 - -GST payable 67,428 128,578 8,147 5,833Provision for legal claim (Note 34) 167,951 - - -Sub-total non-trade 10,672,116 9,952,402 38,215,132 36,851,189

14,923,700 15,042,253 38,215,132 36,851,189

Trade payables of the Group comprise amounts outstanding for trade purchases. The credit periods granted to the Group range from 14 days to 120 days (2016: 14 days to 120 days). No interest is charged on the trade payables’ outstanding balances. The Group has financial risk management policies in place to ensure that all the payables are paid within the pre-agreed credit terms.

(a) Amounts owing to subsidiaries

The amounts owing to subsidiaries are as follows:Company

31.3.2018 31.12.2016RM RM

Current:Kamdar Sdn. Bhd. 27,541,620 26,179,975Pusat Membeli-Belah Kamdar Sdn. Bhd. 3,545,750 3,545,750Pusat Membeli-Belah Kamdar (Penang) Sdn. Bhd. 1,993,000 1,993,000Kesar Sdn. Bhd. 3,733,693 3,744,823

36,814,063 35,463,548

(b) Non-trade payables and accruals

Non-trade payables and accruals comprise mainly balances outstanding and accruals for ongoing costs.


27. Significant related party transactions

(a) The Company has related party transactions with the following companies:

31.3.2018 31.12.2016RM RM

GroupWith related parties:Sales of textile product and fabrics to related

companies 250,419 266,777Purchases of textile product from a company

connected with a director 96,430 131,373Rental expenses paid/payable to a company in

which a director has interest - 60,000Rental expenses paid/payable to a person connected

with a director - 21,600

CompanyManagement fees received/receivable from

subsidiaries 703,000 605,000

The significant balances with related parties are disclosed in Notes 20 and 26 to the financial statements.

The Directors are of the opinion that the transactions above have been entered into in the normal course of business and have been established on terms and conditions mutually agreed between the relevant parties.

(b) The remuneration of the Directors during the financial period/year is disclosed in Note 7 to the financial statements.

28. Financial guarantees

Company31.3.2018 31.12.2016

RM RMUnsecured:Corporate guarantees given to licensed banks for credit

facilities granted to the subsidiaries 78,597,677 96,397,364



26. Trade and non-trade payables

Group Company31.3.2018 31.12.2016 31.3.2018 31.12.2016

RM RM RM RMCurrent:Trade:Trade payables 4,251,584 5,089,851 - -Sub-total trade 4,251,584 5,089,851 - -

Non-trade:Non-trade payables 2,747,934 4,002,221 407,114 431,800Amounts owing to subsidiaries - - 36,814,063 35,463,548Advances from customers 6,440 29,106 - -Accruals 4,635,670 5,096,992 985,808 950,008Deposits 2,146,058 85,505 - -Amount due to a director 900,635 610,000 - -GST payable 67,428 128,578 8,147 5,833Provision for legal claim (Note 34) 167,951 - - -Sub-total non-trade 10,672,116 9,952,402 38,215,132 36,851,189

14,923,700 15,042,253 38,215,132 36,851,189

Trade payables of the Group comprise amounts outstanding for trade purchases. The credit periods granted to the Group range from 14 days to 120 days (2016: 14 days to 120 days). No interest is charged on the trade payables’ outstanding balances. The Group has financial risk management policies in place to ensure that all the payables are paid within the pre-agreed credit terms.

(a) Amounts owing to subsidiaries

The amounts owing to subsidiaries are as follows:Company

31.3.2018 31.12.2016RM RM

Current:Kamdar Sdn. Bhd. 27,541,620 26,179,975Pusat Membeli-Belah Kamdar Sdn. Bhd. 3,545,750 3,545,750Pusat Membeli-Belah Kamdar (Penang) Sdn. Bhd. 1,993,000 1,993,000Kesar Sdn. Bhd. 3,733,693 3,744,823

36,814,063 35,463,548

(b) Non-trade payables and accruals

Non-trade payables and accruals comprise mainly balances outstanding and accruals for ongoing costs.


27. Significant related party transactions

(a) The Company has related party transactions with the following companies:

31.3.2018 31.12.2016RM RM

GroupWith related parties:Sales of textile product and fabrics to related

companies 250,419 266,777Purchases of textile product from a company

connected with a director 96,430 131,373Rental expenses paid/payable to a company in

which a director has interest - 60,000Rental expenses paid/payable to a person connected

with a director - 21,600

CompanyManagement fees received/receivable from

subsidiaries 703,000 605,000

The significant balances with related parties are disclosed in Notes 20 and 26 to the financial statements.

The Directors are of the opinion that the transactions above have been entered into in the normal course of business and have been established on terms and conditions mutually agreed between the relevant parties.

(b) The remuneration of the Directors during the financial period/year is disclosed in Note 7 to the financial statements.

28. Financial guarantees

Company31.3.2018 31.12.2016

RM RMUnsecured:Corporate guarantees given to licensed banks for credit

facilities granted to the subsidiaries 78,597,677 96,397,364



29. Operating lease arrangements

The Group as lessor

The Group has entered into operating lease agreements to lease out certain of its investment properties. The future minimum lease payments receivable under operating leases contracted for as of the reporting date but not recognised as receivables, are as follows:

Group31.3.2018 31.12.2016

RM RMNot later than one year 2,068,821 2,329,845Later than one year and not later than five years 6,317,662 7,829,578

8,386,483 10,159,423

The Group as lessee

The Group has entered into operating lease agreements for the use of land and premises. The future aggregate minimum lease payments under operating leases contracted for as of the reporting date but not recognised as liabilities are as follows:

Group31.3.2018 31.12.2016


18,191,272 9,123,856

30. Operating segments

(i) Business segment

For management purposes, the Group is organised into two major business units based on their products and services, which comprises the following:

Business segments Business activitiesTextile Retailing textile and textile based products within the retailing

industry

Investment and management

Investment holding company and providing management services

Management monitors the operating results of its business units separately for the purpose of making decisions about resources allocation and performance assessment. Segment performance is evaluated based on operating profit or loss which, in certain respects as explained in the table below, is measured differently from operating profit or loss in the consolidated financial statements.

Transfer prices between operating segments are on an arm’s length basis in a manner similar to transaction with third parties.


30. Operating segments (cont’d)

(i) Business segment (cont’d)

The following is an analysis of the Group’s revenue and results by reportable segments:

Textile

Investment and

management Total Elimination ConsolidatedNote RM RM RM RM RM

31.3.2018RevenueExternal revenue 175,012,120 617,854 175,629,974 - 175,629,974Inter-segment revenue (a) 24,403,600 11,475,000 35,878,600 (35,878,600) -

Total revenue 199,415,720 12,092,854 211,508,574 (35,878,600) 175,629,974

ResultsInterest income 256,903 289,007 545,910 (230,428) 315,482Finance costs 4,409,036 230,428 4,612,464 (230,428) 4,409,036Depreciation and

amortisation (2,595,221) (1,792,489) (4,387,710) - (4,387,710)Other non-cash

(expense)/income (b) (4,937,351) (4,509,069) (9,446,420) 3,610,000 (5,836,420)Income tax (expense)/

income (313,942) (2,533,179) (2,847,121) (979,759) (3,826,880)Segmental (loss)/gain (c) (1,303,437) 12,599,101 11,295,664 (4,116,979) 7,178,685

AssetsAdditional to non-

current assets other than deferred tax assets (d) 1,622,913 2,800,500 4,423,413 - 4,423,413

Segment assets (e) 225,265,742 563,012,849 788,278,591 (457,122,028) 331,156,563

Liabilitiy

Segment liabilities (f) 70,475,320 47,808,565 118,283,885 (103,360,165) 14,923,720



29. Operating lease arrangements

The Group as lessor

The Group has entered into operating lease agreements to lease out certain of its investment properties. The future minimum lease payments receivable under operating leases contracted for as of the reporting date but not recognised as receivables, are as follows:

Group31.3.2018 31.12.2016


8,386,483 10,159,423

The Group as lessee

The Group has entered into operating lease agreements for the use of land and premises. The future aggregate minimum lease payments under operating leases contracted for as of the reporting date but not recognised as liabilities are as follows:

Group31.3.2018 31.12.2016


18,191,272 9,123,856

30. Operating segments

(i) Business segment

For management purposes, the Group is organised into two major business units based on their products and services, which comprises the following:

Business segments Business activitiesTextile Retailing textile and textile based products within the retailing

industry

Investment and management

Investment holding company and providing management services

Management monitors the operating results of its business units separately for the purpose of making decisions about resources allocation and performance assessment. Segment performance is evaluated based on operating profit or loss which, in certain respects as explained in the table below, is measured differently from operating profit or loss in the consolidated financial statements.

Transfer prices between operating segments are on an arm’s length basis in a manner similar to transaction with third parties.




The following is an analysis of the Group’s revenue and results by reportable segments:

Textile

Investment and


31.3.2018RevenueExternal revenue 175,012,120 617,854 175,629,974 - 175,629,974Inter-segment revenue (a) 24,403,600 11,475,000 35,878,600 (35,878,600) -

Total revenue 199,415,720 12,092,854 211,508,574 (35,878,600) 175,629,974

ResultsInterest income 256,903 289,007 545,910 (230,428) 315,482Finance costs 4,409,036 230,428 4,612,464 (230,428) 4,409,036Depreciation and

amortisation (2,595,221) (1,792,489) (4,387,710) - (4,387,710)Other non-cash

(expense)/income (b) (4,937,351) (4,509,069) (9,446,420) 3,610,000 (5,836,420)Income tax (expense)/

income (313,942) (2,533,179) (2,847,121) (979,759) (3,826,880)Segmental (loss)/gain (c) (1,303,437) 12,599,101 11,295,664 (4,116,979) 7,178,685


current assets other than deferred tax assets (d) 1,622,913 2,800,500 4,423,413 - 4,423,413

Segment assets (e) 225,265,742 563,012,849 788,278,591 (457,122,028) 331,156,563

Liabilitiy

Segment liabilities (f) 70,475,320 47,808,565 118,283,885 (103,360,165) 14,923,720





Textile

Investment and


31.12.2016:

RevenueExternal revenue 163,379,783 1,793,026 165,172,809 - 165,172,809Inter-segment revenue (a) 20,424,472 11,286,000 31,710,472 (31,710,472) -

Total revenue 183,804,255 13,079,026 196,883,281 (31,710,472) 165,172,809

ResultsInterest income 160,923 - 160,923 - 160,923Finance costs (2,075,104) (2,362,653) (4,437,757) - (4,437,757)Depreciation and

amortisation (2,083,801) (398,984) (2,482,785) (1,364,281) (3,847,066)Other non-cash

(expense)/income (b) (2,289,515) 1,589,857 (699,658) (1,104,086) (1,803,744)Income tax (expense)/

income (926,818) (2,792,056) (3,718,874) 787,279 (2,931,595)Segmental (loss)/gain (c) (1,459,170) 9,670,701 8,211,531 (2,284,625) 5,926,906


current assets other than deferred tax assets (d) 2,149,777 148,125 2,297,902 - 2,297,902

Segment assets (e) 240,310,929 551,839,224 792,150,153 (445,031,133) 347,119,020

LiabilitySegment liabilities (f) 64,208,905 47,170,870 111,379,775 (96,337,522) 15,042,253

Transfer price between operating segments are on negotiated basis.




Notes to the nature of adjustments and eliminations to arrive at amounts reported in the consolidated financial statements:

(a) Inter-segment revenues are eliminated on consolidation.

(b) Other non-cash (expenses)/income consist of the following item as presented in the respective notes to the financial statements:

Group31.3.2018 31.12.2016

RM RM

Impairment loss on receivables (310,729) (108,742)Inventories written down (3,759,608) (1,649,133)Impairment loss on receivables no longer required - 40,197Unrealised loss on foreign exchange - (794,233)Gain/(Loss) on disposal of property, plant and

equipment 7,733 (149,140)Reversal of inventories written down - 203,821Fair value (loss)/gain on investment properties (1,025,000) 790,000Property, plant and equipment written off (748,816) (136,514)

(5,836,420) (1,803,744)

(c) The following items are added (deducted from)/to segment profit/(loss) to arrive at “Profit after tax” presented in the consolidated statement of profit or loss and other comprehensive:

Group31.3.2018 31.12.2016

RM RM

Segment profit 7,178,685 5,926,906Interest income 315,482 160,923Interest expense (4,409,036) (4,437,757)Profit after tax 3,085,131 1,650,072





Textile

Investment and


31.12.2016:

RevenueExternal revenue 163,379,783 1,793,026 165,172,809 - 165,172,809Inter-segment revenue (a) 20,424,472 11,286,000 31,710,472 (31,710,472) -

Total revenue 183,804,255 13,079,026 196,883,281 (31,710,472) 165,172,809

ResultsInterest income 160,923 - 160,923 - 160,923Finance costs (2,075,104) (2,362,653) (4,437,757) - (4,437,757)Depreciation and

amortisation (2,083,801) (398,984) (2,482,785) (1,364,281) (3,847,066)Other non-cash

(expense)/income (b) (2,289,515) 1,589,857 (699,658) (1,104,086) (1,803,744)Income tax (expense)/

income (926,818) (2,792,056) (3,718,874) 787,279 (2,931,595)Segmental (loss)/gain (c) (1,459,170) 9,670,701 8,211,531 (2,284,625) 5,926,906


current assets other than deferred tax assets (d) 2,149,777 148,125 2,297,902 - 2,297,902

Segment assets (e) 240,310,929 551,839,224 792,150,153 (445,031,133) 347,119,020

LiabilitySegment liabilities (f) 64,208,905 47,170,870 111,379,775 (96,337,522) 15,042,253

Transfer price between operating segments are on negotiated basis.




Notes to the nature of adjustments and eliminations to arrive at amounts reported in the consolidated financial statements:

(a) Inter-segment revenues are eliminated on consolidation.

(b) Other non-cash (expenses)/income consist of the following item as presented in the respective notes to the financial statements:

Group31.3.2018 31.12.2016

RM RM

Impairment loss on receivables (310,729) (108,742)Inventories written down (3,759,608) (1,649,133)Impairment loss on receivables no longer required - 40,197Unrealised loss on foreign exchange - (794,233)Gain/(Loss) on disposal of property, plant and

equipment 7,733 (149,140)Reversal of inventories written down - 203,821Fair value (loss)/gain on investment properties (1,025,000) 790,000Property, plant and equipment written off (748,816) (136,514)

(5,836,420) (1,803,744)

(c) The following items are added (deducted from)/to segment profit/(loss) to arrive at “Profit after tax” presented in the consolidated statement of profit or loss and other comprehensive:

Group31.3.2018 31.12.2016

RM RM

Segment profit 7,178,685 5,926,906Interest income 315,482 160,923Interest expense (4,409,036) (4,437,757)Profit after tax 3,085,131 1,650,072





Notes to the nature of adjustments and eliminations to arrive at amounts reported in the consolidated financial statements (continued):

(d) Additions to non-current assets other than deferred tax assets consist of:

Group31.3.2018 31.12.2016

RM RM

Property, plant and equipment 1,622,913 2,149,777Capital work-in-progress 2,800,500 148,125

4,423,413 2,297,902

(e) The following items are added to segment assets to arrive at total assets reported in the consolidated statement of financial position:

Group

31.3.2018 31.12.2016RM RM

Segment assets 331,156,563 347,119,020Deferred tax assets 163,000 175,000Tax recoverable 2,415,493 3,167,278Total assets 333,735,056 350,461,298

(f) The following items are added to segment liabilities to arrive at total liabilities reported in the consolidated statement of financial position:

Group

31.3.2018 31.12.2016RM RM

Segment liabilities 14,923,720 15,042,253Deferred tax liabilities 1,891,679 2,256,061Borrowings 94,379,196 113,565,375Tax payable 203,380 345,639Total liabilities 111,397,975 131,209,328



(ii) Geographical information

Non-current assets information and revenue information by geographical segment is not presented as the Group’s activities are conducted principally in Malaysia.

Non-current assets information mentioned above consist of the following items as presented in the statements of financial position:

Group31.3.2018 31.12.2016

RM RM

Property, plant and equipment 122,054,286 124,394,712Investment properties 53,090,000 37,395,000Prepaid land lease payments 8,576,775 5,931,996Capital work-in-progress - 15,869,500Goodwill 373,506 373,506

184,094,567 183,964,714

(iii) Information about major customers

The Group does not have any revenue from a single external customer which represents 10% or more of the Group’s revenue.





Notes to the nature of adjustments and eliminations to arrive at amounts reported in the consolidated financial statements (continued):

(d) Additions to non-current assets other than deferred tax assets consist of:

Group31.3.2018 31.12.2016

RM RM

Property, plant and equipment 1,622,913 2,149,777Capital work-in-progress 2,800,500 148,125

4,423,413 2,297,902

(e) The following items are added to segment assets to arrive at total assets reported in the consolidated statement of financial position:

Group

31.3.2018 31.12.2016RM RM

Segment assets 331,156,563 347,119,020Deferred tax assets 163,000 175,000Tax recoverable 2,415,493 3,167,278Total assets 333,735,056 350,461,298

(f) The following items are added to segment liabilities to arrive at total liabilities reported in the consolidated statement of financial position:

Group

31.3.2018 31.12.2016RM RM

Segment liabilities 14,923,720 15,042,253Deferred tax liabilities 1,891,679 2,256,061Borrowings 94,379,196 113,565,375Tax payable 203,380 345,639Total liabilities 111,397,975 131,209,328



(ii) Geographical information

Non-current assets information and revenue information by geographical segment is not presented as the Group’s activities are conducted principally in Malaysia.

Non-current assets information mentioned above consist of the following items as presented in the statements of financial position:

Group31.3.2018 31.12.2016

RM RM

Property, plant and equipment 122,054,286 124,394,712Investment properties 53,090,000 37,395,000Prepaid land lease payments 8,576,775 5,931,996Capital work-in-progress - 15,869,500Goodwill 373,506 373,506

184,094,567 183,964,714

(iii) Information about major customers

The Group does not have any revenue from a single external customer which represents 10% or more of the Group’s revenue.



31. Financial instruments

Categories of financial instrument

The table below provides an analysis of financial instruments categorised as follows:(a) Loan and receivables (“L&R”); and(b) Financial liabilities measured at amortised cost (“FL”).

Carryingamount L&R FL

RM RM RM31.3.2018GroupFinancial assetsTrade and non-trade receivables

(excluding prepayments) 12,215,026 12,215,026 -Short term deposits with licensed

banks 5,651,021 5,651,021 -Cash and bank balances 8,661,730 8,661,730 -

26,527,777 26,527,777 -

Financial liabilitiesTrade and non-trade payables (excluding provision and GST) 14,688,321 - 14,688,321Borrowings 94,379,197 - 94,379,196

109,067,518 - 109,067,51731.12.2016GroupFinancial assetsTrade and non-trade receivables (excluding prepayments) 13,848,389 13,848,389 -Short term deposits with licensed


27,372,129 27,372,129 -Financial liabilitiesTrade and non-trade payables (excluding provision and GST) 14,913,675 - 14,913,675Borrowings 113,565,375 - 113,565,375

128,479,050 - 128,479,050


31. Financial instruments (cont’d)

Categories of financial instrument (cont’d)


RM RM RM31.3.2018CompanyFinancial assetsTrade and non-trade receivables 31,145 31,145 -Cash and bank balances 111,224 111,224 -

142,369 142,369 -Financial liabilitiesTrade and non-trade payables (excluding GST) 38,206,985 - 38,206,985Borrowings 16,103,299 - 16,103,299

54,310,284 - 54,310,284

31.12.2016CompanyFinancial assetsTrade and non-trade receivables 29,418 29,418 -Cash and bank balances 179,308 179,308 -


53,763,602 - 53,763,602



31. Financial instruments

Categories of financial instrument

The table below provides an analysis of financial instruments categorised as follows:(a) Loan and receivables (“L&R”); and(b) Financial liabilities measured at amortised cost (“FL”).


RM RM RM31.3.2018GroupFinancial assetsTrade and non-trade receivables

(excluding prepayments) 12,215,026 12,215,026 -Short term deposits with licensed


26,527,777 26,527,777 -

Financial liabilitiesTrade and non-trade payables (excluding provision and GST) 14,688,321 - 14,688,321Borrowings 94,379,197 - 94,379,196

109,067,518 - 109,067,51731.12.2016GroupFinancial assetsTrade and non-trade receivables (excluding prepayments) 13,848,389 13,848,389 -Short term deposits with licensed


27,372,129 27,372,129 -Financial liabilitiesTrade and non-trade payables (excluding provision and GST) 14,913,675 - 14,913,675Borrowings 113,565,375 - 113,565,375

128,479,050 - 128,479,050





RM RM RM31.3.2018CompanyFinancial assetsTrade and non-trade receivables 31,145 31,145 -Cash and bank balances 111,224 111,224 -


54,310,284 - 54,310,284

31.12.2016CompanyFinancial assetsTrade and non-trade receivables 29,418 29,418 -Cash and bank balances 179,308 179,308 -


53,763,602 - 53,763,602





Net gains and losses arising from financial instruments

Group Company31.3.2018 31.12.2016 31.3.2018 31.12.2016

RM RM RM RMNet (losses)/gains arising on:Financial assets measured at loan and

receivablesImpairment loss on trade receivables 310,729 108,742 - -Deposit written off 5,099 - - -Reversal of impairment loss on trade

receivables - (40,197) - -Interest income 315,482 160,923 - -Realised (loss)/gain on foreign

exchange 492,671 66,500 - -Unrealised (loss)/gain on foreign

exchange - 794,233 - -Financial liabilities measured at

amortised cost

Realised loss on foreign exchange 68,383 - - -Unrealised loss on foreign exchange - - - -

1,192,364 1,090,201 - -

Financial risk management objectives and policies The Group and the Company are exposed to financial risks arising from their operations and the use of financial instruments. The key financial risks include credit risk, interest rate risk, liquidity risk and foreign currency risk.

The Group’s and the Company’s financial risk management policy seeks to ensure that adequate financial resources are available for the development of the Group’s and of the Company’s businesses whilst managing its credit risk, interest rate risk, liquidity risk and foreign currency risk.

The following sections provide details regarding the Group’s and the Company’s exposure to the above mentioned financial risks and the objectives, policies and processes for the management of these risks.



Credit risk

The Group’s exposure to credit risk, or the risk of counterparties defaulting, arises mainly from trade 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 cash and bank balances), the Group minimises credit risk by dealing exclusively with high credit rating counterparties.

The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of the trade 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 might 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 has no major concentration of credit risk and manages these risks by monitoring credit ratings and limiting the aggregate financial exposure to any individual counterparty.

Exposure to credit risk

As the Group does not hold any collateral, the maximum exposure to credit risk is represented by the carrying amount of the financial assets as at the end of the reporting period.

Ageing analysis

The ageing analysis of the Group’s trade receivables as at reporting date are as follows:

Gross Individual Carryingamount impairment amount

RM RM RMGroup31.3.2018 Not past due: 1,061,674 - 1,061,674Past due:- 1 to 30 days 808,474 - 808,474- 31 to 120 days 3,344,324 - 3,344,324- more than 120 days 5,022,814 (1,461,689) 3,561,125

10,237,286 (1,461,689) 8,775,597





Net gains and losses arising from financial instruments

Group Company31.3.2018 31.12.2016 31.3.2018 31.12.2016

RM RM RM RMNet (losses)/gains arising on:Financial assets measured at loan and

receivablesImpairment loss on trade receivables 310,729 108,742 - -Deposit written off 5,099 - - -Reversal of impairment loss on trade

receivables - (40,197) - -Interest income 315,482 160,923 - -Realised (loss)/gain on foreign

exchange 492,671 66,500 - -Unrealised (loss)/gain on foreign

exchange - 794,233 - -Financial liabilities measured at

amortised cost

Realised loss on foreign exchange 68,383 - - -Unrealised loss on foreign exchange - - - -

1,192,364 1,090,201 - -

Financial risk management objectives and policies The Group and the Company are exposed to financial risks arising from their operations and the use of financial instruments. The key financial risks include credit risk, interest rate risk, liquidity risk and foreign currency risk.

The Group’s and the Company’s financial risk management policy seeks to ensure that adequate financial resources are available for the development of the Group’s and of the Company’s businesses whilst managing its credit risk, interest rate risk, liquidity risk and foreign currency risk.

The following sections provide details regarding the Group’s and the Company’s exposure to the above mentioned financial risks and the objectives, policies and processes for the management of these risks.



Credit risk

The Group’s exposure to credit risk, or the risk of counterparties defaulting, arises mainly from trade 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 cash and bank balances), the Group minimises credit risk by dealing exclusively with high credit rating counterparties.

The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of the trade 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 might 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 has no major concentration of credit risk and manages these risks by monitoring credit ratings and limiting the aggregate financial exposure to any individual counterparty.

Exposure to credit risk

As the Group does not hold any collateral, the maximum exposure to credit risk is represented by the carrying amount of the financial assets as at the end of the reporting period.

Ageing analysis

The ageing analysis of the Group’s trade receivables as at reporting date are as follows:


RM RM RMGroup31.3.2018 Not past due: 1,061,674 - 1,061,674Past due:- 1 to 30 days 808,474 - 808,474- 31 to 120 days 3,344,324 - 3,344,324- more than 120 days 5,022,814 (1,461,689) 3,561,125

10,237,286 (1,461,689) 8,775,597




Credit risk (cont’d)

Ageing analysis (cont’d)


RM RM RMGroup31.12.2016 Not past due: 5,089,013 - 5,089,013Past due:- 1 to 30 days 580,338 - 580,338- 31 to 120 days 815,315 - 815,315- more than 120 days 4,634,089 (1,251,009) 3,383,080

11,118,755 (1,251,009) 9,867,746

The impairment is determined based on estimated irrecoverable amounts from the sale of goods, determined by reference to past default experience.

Trade receivables that are neither past due nor impaired

A significant portion of trade receivables that are neither past due nor impaired are regular customers that have been transacting with the Group. The Group uses ageing analysis to monitor the credit quality of the trade receivables. Any receivables having significant balances past due, which are deemed to have higher credit risk, are monitored individually.

Trade receivables that are past due but not impaired

The Group believes that no impairment allowance is necessary in respect of these trade receivables. They are substantially companies with good collection track record and no recent history of default.

Financial guarantee

The fair value of financial guarantees provided by the Company to banks to secure obligations under finance lease granted to certain subsidiaries with nominal amount of RM78,597,677 (2016: RM96,397,364) are negligible because the actual interest charged by the banks are not materially different from the borrowing costs of the subsidiaries and the outstanding borrowings are adequately secured by properties of the subsidiaries in which their market values upon realisation are expected to be higher than the outstanding borrowing amounts.



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 rate. The Group’s exposure to interest rate risk arises mainly from interest-bearing financial assets and liabilities. The Group’s policies are 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.

In respect of interest-earning financial assets and interest-bearing financial liabilities, the following table indicates its effective interest rates at the reporting date and the periods in which they mature or are reprice.

Effective interest rates and repricing analysis

Group

Effective interest rate per annum

Within 1 year

1 - 5 years

More than 5 years Total

31.3.2018 % RM RM RM RMFinancial assetsShort term deposits

with licensed banks 2.75 - 3.15 5,651,021 - - 5,651,021

Financial liabilitiesBorrowings- Bankers’ acceptance 1.50 - 8.60 (31,148,290) - - (31,148,290)- Bank overdrafts 8.35 - 8.60 (6,608,670) - - (6,608,670)- Term loans 4.50 - 5.47 (5,619,655) (16,295,985) (34,140,588) (56,056,228)- Finance lease

liabilities 4.26 - 5.06 (179,541) (386,467) - (566,008)

(43,556,156) (16,682,452) (34,140,588) (94,379,196)

(37,905,135) (16,682,452) (34,140,588) (88,728,175)Group 31.12.2016Financial assetsShort term deposits



liabilities 4.26 - 5.06 (69,698) (180,068) - (249,766)

(64,109,235) (15,315,552) (34,140,588) (113,565,375)

(58,613,936) (15,315,552) (34,140,588) (108,070,076)




Credit risk (cont’d)

Ageing analysis (cont’d)


RM RM RMGroup31.12.2016 Not past due: 5,089,013 - 5,089,013Past due:- 1 to 30 days 580,338 - 580,338- 31 to 120 days 815,315 - 815,315- more than 120 days 4,634,089 (1,251,009) 3,383,080

11,118,755 (1,251,009) 9,867,746

The impairment is determined based on estimated irrecoverable amounts from the sale of goods, determined by reference to past default experience.

Trade receivables that are neither past due nor impaired

A significant portion of trade receivables that are neither past due nor impaired are regular customers that have been transacting with the Group. The Group uses ageing analysis to monitor the credit quality of the trade receivables. Any receivables having significant balances past due, which are deemed to have higher credit risk, are monitored individually.

Trade receivables that are past due but not impaired

The Group believes that no impairment allowance is necessary in respect of these trade receivables. They are substantially companies with good collection track record and no recent history of default.

Financial guarantee

The fair value of financial guarantees provided by the Company to banks to secure obligations under finance lease granted to certain subsidiaries with nominal amount of RM78,597,677 (2016: RM96,397,364) are negligible because the actual interest charged by the banks are not materially different from the borrowing costs of the subsidiaries and the outstanding borrowings are adequately secured by properties of the subsidiaries in which their market values upon realisation are expected to be higher than the outstanding borrowing amounts.



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 rate. The Group’s exposure to interest rate risk arises mainly from interest-bearing financial assets and liabilities. The Group’s policies are 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.

In respect of interest-earning financial assets and interest-bearing financial liabilities, the following table indicates its effective interest rates at the reporting date and the periods in which they mature or are reprice.

Effective interest rates and repricing analysis

Group


Within 1 year

1 - 5 years


31.3.2018 % RM RM RM RMFinancial assetsShort term deposits



liabilities 4.26 - 5.06 (179,541) (386,467) - (566,008)

(43,556,156) (16,682,452) (34,140,588) (94,379,196)

(37,905,135) (16,682,452) (34,140,588) (88,728,175)Group 31.12.2016Financial assetsShort term deposits



liabilities 4.26 - 5.06 (69,698) (180,068) - (249,766)

(64,109,235) (15,315,552) (34,140,588) (113,565,375)

(58,613,936) (15,315,552) (34,140,588) (108,070,076)




Interest rate risk (cont’d)

Effective interest rates and repricing analysis (cont’d)

Company


Within 1 year

1 - 5 years


31.3.2018 % RM RM RM RMFinancial liabilityBorrowing-Term loans 4.50 - 4.60 670,128 3,005,224 12,427,947 16,103,299

Company31.12.2016Financial liabilityBorrowing- Term loans 4.50 - 4.60 619,512 3,870,787 12,427,947 16,918,246

Interest rate risk sensitivity analysis

The following table details the sensitivity to a reasonably possible change in the interest rates as at the end of the reporting period, with all other variables held constant, on the Group’s equity and profits:

Group Company31.3.2018 31.12.2016 31.3.2018 31.12.2016Increase/

(Decrease)Increase/

(Decrease)Increase/

(Decrease)Increase/

(Decrease)RM RM RM RM

Effects on profit after taxation

Increase of 25 basis point 16,858 20,533 30,596 32,145

Decrease of 25 basis point (16,858) (20,533) (30,596) (32,145)

Effects on equity





Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group and the Company manages liquidity risk by maintaining adequate reserves and banking facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities, and monitoring and maintaining a level of cash and cash equivalents deemed adequate by management to finance the Group’s and the Company’s operations and to mitigate the effects of fluctuations in cash flows.

It is not expected that the cash flows included in the maturity analysis could significant earlier, or at significantly different amounts.




Interest rate risk (cont’d)

Effective interest rates and repricing analysis (cont’d)

Company


Within 1 year

1 - 5 years


31.3.2018 % RM RM RM RMFinancial liabilityBorrowing-Term loans 4.50 - 4.60 670,128 3,005,224 12,427,947 16,103,299

Company31.12.2016Financial liabilityBorrowing- Term loans 4.50 - 4.60 619,512 3,870,787 12,427,947 16,918,246

Interest rate risk sensitivity analysis

The following table details the sensitivity to a reasonably possible change in the interest rates as at the end of the reporting period, with all other variables held constant, on the Group’s equity and profits:

Group Company31.3.2018 31.12.2016 31.3.2018 31.12.2016Increase/

(Decrease)Increase/

(Decrease)Increase/

(Decrease)Increase/

(Decrease)RM RM RM RM

Effects on profit after taxation



Effects on equity





Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group and the Company manages liquidity risk by maintaining adequate reserves and banking facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities, and monitoring and maintaining a level of cash and cash equivalents deemed adequate by management to finance the Group’s and the Company’s operations and to mitigate the effects of fluctuations in cash flows.

It is not expected that the cash flows included in the maturity analysis could significant earlier, or at significantly different amounts.


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Foreign currency risk

The Group is exposed to foreign currency risk on transactions and balances that are denominated in currencies other than United States Dollar (“USD”). Foreign currency risk is monitored closely on an ongoing basis to ensure that the net exposure is at an acceptable level.

The Group’s functional assets held in USD presentation in RM exposure to foreign currency is as follows:

Group31.3.2018 31.12.2016

RM RMFinancial assetCash and bank balances 23,249 14,006Net currency exposure 23,249 14,006

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:

Group31.3.2018 31.12.2016Increase/

(Decrease)Increase/

(Decrease)RM RM

Effects on profit after taxation:USD/RMStrengthen by 10% 1,767 1,064Weaken by 10% (1,767) (1,064)



Fair values

The financial assets and financial liabilities maturing within the next 12 months approximated their fair values due to the relatively short term maturity of the financial instruments, except for amount due to a director, as it is not practical to estimate the fair value due principally to a lack of fixed repayment term entered by the parties involved and without incurring excessive costs. The Directors are of the opinion that the carrying amounts recorded at the statement of financial position date do not differ significantly from the values that would eventually be recovered.

The aggregate fair values and the carrying amount of the financial assets and financial liabilities carried on the statement of financial position as at 31 March are as below:

Fair value hierarchy

The table below analyses financial instrument carried at fair value, by valuation method. The different levels have been defined as follows:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.Level 2: Inputs other than quoted prices included within Level 1 that are observable for assets or liabilities,

either directly (i.e. as prices) or indirectly (i.e. derived from prices).Level 3: Input for the assets or liabilities that are not based on observable market data (unobservable

inputs).

The financial assets and financial liabilities maturing within the next twelve (12) months approximated their fair values due to the relatively short-term maturity of the financial instruments.

The fair values of obligations under finance leases and fixed rate term loan are determined by discounting the relevant cash flows using current interest rates for similar instruments as at the end of the reporting period.

The carrying amount of the variable term loan approximated its fair value as the instruments bears interest at variable rates.

Fair value is defined as the amount at which the financial instrument could be exchanged in a current transaction between knowledgeable wiling parties in an arm’s length transaction, other than in a force sale or liquidation.

31.3.2018 31.12.2016Carrying Fair Carrying Fair

amount value amount valueRM RM RM RM

Group Level 2 Level 2Financial liability:Finance lease liabilities 566,008 566,008 249,766 249,766




Foreign currency risk

The Group is exposed to foreign currency risk on transactions and balances that are denominated in currencies other than United States Dollar (“USD”). Foreign currency risk is monitored closely on an ongoing basis to ensure that the net exposure is at an acceptable level.

The Group’s functional assets held in USD presentation in RM exposure to foreign currency is as follows:

Group31.3.2018 31.12.2016

RM RMFinancial assetCash and bank balances 23,249 14,006Net currency exposure 23,249 14,006

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:

Group31.3.2018 31.12.2016Increase/

(Decrease)Increase/

(Decrease)RM RM

Effects on profit after taxation:USD/RMStrengthen by 10% 1,767 1,064Weaken by 10% (1,767) (1,064)



Fair values

The financial assets and financial liabilities maturing within the next 12 months approximated their fair values due to the relatively short term maturity of the financial instruments, except for amount due to a director, as it is not practical to estimate the fair value due principally to a lack of fixed repayment term entered by the parties involved and without incurring excessive costs. The Directors are of the opinion that the carrying amounts recorded at the statement of financial position date do not differ significantly from the values that would eventually be recovered.

The aggregate fair values and the carrying amount of the financial assets and financial liabilities carried on the statement of financial position as at 31 March are as below:

Fair value hierarchy

The table below analyses financial instrument carried at fair value, by valuation method. The different levels have been defined as follows:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.Level 2: Inputs other than quoted prices included within Level 1 that are observable for assets or liabilities,

either directly (i.e. as prices) or indirectly (i.e. derived from prices).Level 3: Input for the assets or liabilities that are not based on observable market data (unobservable

inputs).

The financial assets and financial liabilities maturing within the next twelve (12) months approximated their fair values due to the relatively short-term maturity of the financial instruments.

The fair values of obligations under finance leases and fixed rate term loan are determined by discounting the relevant cash flows using current interest rates for similar instruments as at the end of the reporting period.

The carrying amount of the variable term loan approximated its fair value as the instruments bears interest at variable rates.

Fair value is defined as the amount at which the financial instrument could be exchanged in a current transaction between knowledgeable wiling parties in an arm’s length transaction, other than in a force sale or liquidation.

31.3.2018 31.12.2016Carrying Fair Carrying Fair

amount value amount valueRM RM RM RM

Group Level 2 Level 2Financial liability:Finance lease liabilities 566,008 566,008 249,766 249,766



32. Capital management

The primary objective of the Group’s and the Company capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximise shareholder value.

The Group and the Company manages its capital structure and makes adjustments to it in light of changes in economic conditions. To maintain or adjust the capital structure, the Group and the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new share capital. No changes were made in the objective, policies or processes during the financial period from 1 January 2017 to 31 March 2018 and financial year ended 31 December 2016.

Under the requirements of Bursa Malaysia Practice Note 17, the Group is required to maintain a consolidated Shareholders’ equity equal to or not less than 25% of the issued and paid up capital (excluding treasury shares). The Group has complied with this requirement.

The debt to equity ratio of the Group and the Company as at the end of the reporting period was as follows:

Group Company31.3.2018 31.12.2016 31.3.2018 31.12.2016

RM RM RM RM

Borrowings 94,379,196 113,565,375 16,103,299 16,918,246Less: Cash and bank

balances (8,661,730) (8,028,441) (111,224) (179,308)Net debt 85,717,466 105,536,934 15,992,075 16,738,938Total equity 222,337,101 219,251,970 202,214,482 202,852,517Total capital 308,054,567 324,788,904 218,206,557 219,591,455

Gearing ratio (times) 0.39 0.48 0.08 0.08

The debt to equity ratio is calculated as net debt divided by total capital. Net debt is calculated based on borrowings less cash and cash equivalents. Total capital is calculated as equity plus net debt.

33. Capital commitment

Group31.3.2018 31.12.2016

RM RMCapital expenditureAuthorised and contracted for:‐ Shop/office building 54,520 2,800,500


34. Prior year adjustment

Share premium

The external auditors had conducted a review of the opening balances in accordance with ISA 710 – Comparative Information – Corresponding figures and Comparative Financial Statements. Based on the findings of the review, merger accounting has been used during the acquisition of Kamdar Sdn, Bhd. and Pusat Membeli-belah Kamdar Sdn Bhd. Share premium, which should be recognised as part of merger reserve, has however remained in the account. As such, the share premium was overstated by RM110,000.

The management has made The following adjustments arising therefrom as a prior period adjustment in accordance with the requirements of MFRS 108 - Accounting Policies, Changes in Accounting Estimates and Errors as a correction of errors.

The summary of these adjustments are set out below: Group

As restated As audited31.12.2016 31.12.2016

RM RMStatement of financial position:Share premium - 110,000Merger deficit (176,470,00) (176,580,000)

35. Contingent liability

Litigation with Mohamad Hafiz Bin Hamidun

Kamdar Sdn Bhd (“KSB”), a wholly owned subsidiary of Kamdar Group (M) Berhad was served with Writ of Summon and Statement of Claim dated 12 April 2017 by Mohamad Hafiz bin Hamidun (“Plantiff ”) alleging misuse of his name without authorisation.

The Plaintiff claims to be a well-known singer and alleges that KSB has used his name on product sold in KSB without authorisation and passed off the goods. He is claiming for unquantified damages and for exemplary damages amounting to RM3,000,000 and aggravated amounting to RM2,000,000 and legal cost.

On 14 May 2018 and 11 July 2018, the High Court of Malaya made judgement in favour of the plaintiff and awarded legal cost of RM67,951. The Plaintiff has elected for damages to be assessed in a separate proceeding. Subject to the Plaintiff ’s evidential proof on losses suffered and the court’s discretion, at this stage, the possible award has been estimated to be at least RM100,000 by KSB’s legal counsel. The Group has made a provision for these sums amounting to RM167,951 as disclosed in Note 26 to the financial statements.

KSB nevertheless intends to appeal against the aforesaid decision.



32. Capital management

The primary objective of the Group’s and the Company capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximise shareholder value.

The Group and the Company manages its capital structure and makes adjustments to it in light of changes in economic conditions. To maintain or adjust the capital structure, the Group and the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new share capital. No changes were made in the objective, policies or processes during the financial period from 1 January 2017 to 31 March 2018 and financial year ended 31 December 2016.

Under the requirements of Bursa Malaysia Practice Note 17, the Group is required to maintain a consolidated Shareholders’ equity equal to or not less than 25% of the issued and paid up capital (excluding treasury shares). The Group has complied with this requirement.

The debt to equity ratio of the Group and the Company as at the end of the reporting period was as follows:

Group Company31.3.2018 31.12.2016 31.3.2018 31.12.2016

RM RM RM RM

Borrowings 94,379,196 113,565,375 16,103,299 16,918,246Less: Cash and bank

balances (8,661,730) (8,028,441) (111,224) (179,308)Net debt 85,717,466 105,536,934 15,992,075 16,738,938Total equity 222,337,101 219,251,970 202,214,482 202,852,517Total capital 308,054,567 324,788,904 218,206,557 219,591,455

Gearing ratio (times) 0.39 0.48 0.08 0.08

The debt to equity ratio is calculated as net debt divided by total capital. Net debt is calculated based on borrowings less cash and cash equivalents. Total capital is calculated as equity plus net debt.

33. Capital commitment

Group31.3.2018 31.12.2016

RM RMCapital expenditureAuthorised and contracted for:‐ Shop/office building 54,520 2,800,500


34. Prior year adjustment

Share premium

The external auditors had conducted a review of the opening balances in accordance with ISA 710 – Comparative Information – Corresponding figures and Comparative Financial Statements. Based on the findings of the review, merger accounting has been used during the acquisition of Kamdar Sdn, Bhd. and Pusat Membeli-belah Kamdar Sdn Bhd. Share premium, which should be recognised as part of merger reserve, has however remained in the account. As such, the share premium was overstated by RM110,000.

The management has made The following adjustments arising therefrom as a prior period adjustment in accordance with the requirements of MFRS 108 - Accounting Policies, Changes in Accounting Estimates and Errors as a correction of errors.

The summary of these adjustments are set out below: Group

As restated As audited31.12.2016 31.12.2016

RM RMStatement of financial position:Share premium - 110,000Merger deficit (176,470,00) (176,580,000)

35. Contingent liability

Litigation with Mohamad Hafiz Bin Hamidun

Kamdar Sdn Bhd (“KSB”), a wholly owned subsidiary of Kamdar Group (M) Berhad was served with Writ of Summon and Statement of Claim dated 12 April 2017 by Mohamad Hafiz bin Hamidun (“Plantiff ”) alleging misuse of his name without authorisation.

The Plaintiff claims to be a well-known singer and alleges that KSB has used his name on product sold in KSB without authorisation and passed off the goods. He is claiming for unquantified damages and for exemplary damages amounting to RM3,000,000 and aggravated amounting to RM2,000,000 and legal cost.

On 14 May 2018 and 11 July 2018, the High Court of Malaya made judgement in favour of the plaintiff and awarded legal cost of RM67,951. The Plaintiff has elected for damages to be assessed in a separate proceeding. Subject to the Plaintiff ’s evidential proof on losses suffered and the court’s discretion, at this stage, the possible award has been estimated to be at least RM100,000 by KSB’s legal counsel. The Group has made a provision for these sums amounting to RM167,951 as disclosed in Note 26 to the financial statements.

KSB nevertheless intends to appeal against the aforesaid decision.


36. General information

The Company is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the Main Market of Bursa Malaysia Securities Berhad.

The Company is principally involved in investment holding. The principal activities of the subsidiaries are disclosed in Note 17 to the financial statements.



The registered office of the Company is located at Level 15-2, Bangunan Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur.

The principal place of business of the Company is located at 83-85, Jalan Tuanku Abdul Rahman, 50100 Kuala Lumpur, Malaysia.

The financial statements of the Group and of the Company were authorised for issue by the Board of Directors on 13 July 2018.



36. General information

The Company is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the Main Market of Bursa Malaysia Securities Berhad.

The Company is principally involved in investment holding. The principal activities of the subsidiaries are disclosed in Note 17 to the financial statements.



The registered office of the Company is located at Level 15-2, Bangunan Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur.

The principal place of business of the Company is located at 83-85, Jalan Tuanku Abdul Rahman, 50100 Kuala Lumpur, Malaysia.

The financial statements of the Group and of the Company were authorised for issue by the Board of Directors on 13 July 2018.


Group’s Properties

Registered Owner/ Postal Address

Title/Lot No. Brief Description/ Existing Use Audited Fair value at 31.03.2018

Date of acquisition/ * Date of Certificate of Fitness Issued

LandArea

Built upArea

Tenure Approximate Age of Building

RM Sq Ft Sq Ft

1. KSB Unit No. B3-7-25A, Taman Puteri (Venice Hill Condominium And Golf Resort) 43200 Cheras, Selangor

Parent Title No: CT 23206, Geran 47895 (formerly CT 23207) and 44134 (formerly CT23209)

Lot No: 4380, 4381 and 4383, Mukim of Ulu Langat, District of Ulu Langat,State of Selangor

Brief Description: Three (3) bedroom apartment

Existing Use: Unoccupied

90,607 27.05.1993 1,327.219

(Parent Lot)

1,538 Freehold 20 years

2. KSB Unit No. B3-10-22B, Taman Puteri (Venice Hill Condominium And Golf Resort) 43200 Cheras, Selangor

Parent Title No: CT23206, Geran 47895 (formerly CT23207) and 44134 (formerly CT23209)

Lot No: 4380, 4381 and 4383, Mukim of Ulu Langat, District of Ulu Langat, State of Selangor

Brief Description: Three (3) bedroom condominium


84,203 27.05.1993 1,327,219 (Parent Lot)


3. PMBK No 4-6, Jalan Raja Musa Aziz 30300 Ipoh, Perak

Title No: Geran 22783, 8373 and 22784

Lot No: 1313N, 1314N and 8683U, Town of Ipoh, District of Kinta, State of Perak

Brief Description: 5 ½ storey detached building with a basement floor

Existing Use: Rented to KSB for retail use.

2,717,020 01.03.1991 5,908 36,882 Freehold 35 years

4. PMBKNo. 68 Jalan Langgar, 05460 Alor Setar, Kedah3

Title No: 4(GRN 32748, 5(GRN 32749) and 6(GRN 32750)

Lot No: 4, 5, and 6, Section 19, Mukim of Kota Setar, Daerah Kota Setar, Kedah

Brief Description: Renovated intermediate three (3) adjoining units of three (3) storey terrace shop office with mezzanine floor


1,316,314 05.9.1990 6,000 15,240 Freehold 52 years

5. PMBK No. 15 and 16 Kompleks Seri Temin, Jalan Ibrahim, 08000Sungai Petani, Kedah3

Title No: P.N. 370 and 371

Lot No: 20 and 21, and Section 46, Mukim and town of Sungai Petani, Kedah

Brief Description: Two (2) adjoining units of four (4) storey-terrace shop offices


960,941 *7.08.1986 2,800 11,200 Leasehold 99 years, expiring 4 October 2080

31 years

6. PMBK 761, 1463 and 1481, Off Jalan Muthu-palaniappa, 14000 Bukit Mertajam, Pulau Pinang

Title No: Geran 26220, H.S. (D) 12064 (previously known as H.S. (D) 227) and H.S.(D) 12078 (previously known as H.S.(D) 245)

Lot No: 761, 1463 and 1481, Section 3, Town of Bukit Mertajam, District of Seberang Perai Tengah, Pulau Pinang

Brief Description: Commercial development land

Existing Use: Rented to two (2) third parties (individuals) for commercial use purposes

670,000 23.06.2000 11,117 Nil Freehold Not applicable


Group’s Properties (Cont’d)



RM


LandArea

Sq Ft

Built up Area

Sq Ft




RM


LandArea

Sq Ft

Built up Area

Sq Ft


7. PMBK (Penang) No 135, 137, 139, 141, 143, 145 and 147, Persiaran Bunga Raya, Langkawi Mall, Jalan Kelibang 07000 KuahLangkawi, Kedah

Parent Title No: Grant 6787

Lot No: 1598 Mukim of Kuah District of Langkawi, State of Kedah.

Brief Description: Seven (7) adjoining units of 3-storey terrace shop offices


3,478,078 01.11.1998 8,899 26,697 Freehold 17 years

8. PMBK (Penang) Premise No.14, Jalan Burma, 10050 Pulau Pinang

Title No: Geran 12418

Lot No: 118, Section 15, Georgetown North-East District, Pulau Pinang

Brief Description: An intermediate five (5) storey commercial building

Existing Use: Rented to KSB for retail use at RM180,000

2,702,227 11.06.1992 7,255 26,571 Freehold 40 years

9. Kesar No.10 Jalan Pjs, Bandar Sunway, 41650 Petaling Jaya, Selangor

Title No: 4.5.(0)137518

Lot No: 109, Bandar Sunway, Petaling Jaya, Selangor.

Brief Description: Three(3) Storey Mid Terraced Shop/Office

Existing Use: Rented to Third Parties

3,600,000 23.11.2005 2,605 7,556 Leasehold expiring on 29 May 2099

20 years

10. Kesar Apt Unit Nos:

a) 98-19-19 and

b) 98-19-20,

19th Floor Sinar Bukit Dumbar, Jalan Faraday, 11600 Pulau Pinang


Lot No: 730 as subdivided from the amalgamation of Lot No: 79,80, 81, 85, 87 and part of Lot No: 144, Section 4 Town of Jelutong, North-East District, Pulau Pinang held under Parent Lot Title No: Geran 63288

Brief Description: A corner and its adjacent intermediate unit of three (3) bedroom medium cost apartments (2 units)

Existing Use: For apt unit No:98-19-19, the unit is rented to third party for residential use. For apt unit No:98-19-20, the unit is rented to staff for residential use

750,000 *23.11.1999 119,386 (Parent Lot)

700 sq ft per unit

Freehold 18 years

11. Kesar

Flat Unit Nos.

a. 3-17-2b. 3-17-3

Pamgsapuri Pelangi, Lintang Macallum2, George Town, 10300 Pulau Pinang

State Tittle Nos.

Pajaban negeriHBM50/M2/17/377 and HMB50/M2/376Lot No. PT 282Section 11E, Township of Georgetown, North EastDistrict Pulau Pinang

Brief DescriptionTwo (2) adjacent intermedale units, two (2) bedroom low cost medium cost flats

Exiting Use:Rented to staff for residential use

121,593 *08.10.1994 160,312 (parent Lot)

573 sqft per units

*Leasehold for 99 years expiring on 13 Octoer 2091

23 years

12. BGallant

Gedung Kamdar No.1763, Jalan Muthupalania-ppa14000 Bukit Mertajam, Seberang Prai Tengah, Pulau Pinang

Title No: H.S.(D) 23036 to H.S.(D) 23050, (formerly known as HS(D) 361-365)

Lot No: 1464 to Lot No. 1471 and Lot No. 1474 to 1480, Section 3, Town of Bukit Mertajam, District of Seberang Perai Tengah,Pulau Pinang

Brief Description: Five (5) storey shopping complex complete with sub basement car park

Existing Use: Rented to KSBfor retail use.

Rooftop space of building rented to third party.

5,179,403 23.06.2000 15,716 105,138 Freehold 22 years





RM


LandArea

Sq Ft

Built up Area

Sq Ft




RM


LandArea

Sq Ft

Built up Area

Sq Ft


7. PMBK (Penang) No 135, 137, 139, 141, 143, 145 and 147, Persiaran Bunga Raya, Langkawi Mall, Jalan Kelibang 07000 KuahLangkawi, Kedah


Lot No: 1598 Mukim of Kuah District of Langkawi, State of Kedah.

Brief Description: Seven (7) adjoining units of 3-storey terrace shop offices


3,478,078 01.11.1998 8,899 26,697 Freehold 17 years

8. PMBK (Penang) Premise No.14, Jalan Burma, 10050 Pulau Pinang

Title No: Geran 12418

Lot No: 118, Section 15, Georgetown North-East District, Pulau Pinang

Brief Description: An intermediate five (5) storey commercial building

Existing Use: Rented to KSB for retail use at RM180,000

2,702,227 11.06.1992 7,255 26,571 Freehold 40 years

9. Kesar No.10 Jalan Pjs, Bandar Sunway, 41650 Petaling Jaya, Selangor

Title No: 4.5.(0)137518

Lot No: 109, Bandar Sunway, Petaling Jaya, Selangor.

Brief Description: Three(3) Storey Mid Terraced Shop/Office

Existing Use: Rented to Third Parties

3,600,000 23.11.2005 2,605 7,556 Leasehold expiring on 29 May 2099

20 years

10. Kesar Apt Unit Nos:

a) 98-19-19 and

b) 98-19-20,

19th Floor Sinar Bukit Dumbar, Jalan Faraday, 11600 Pulau Pinang


Lot No: 730 as subdivided from the amalgamation of Lot No: 79,80, 81, 85, 87 and part of Lot No: 144, Section 4 Town of Jelutong, North-East District, Pulau Pinang held under Parent Lot Title No: Geran 63288

Brief Description: A corner and its adjacent intermediate unit of three (3) bedroom medium cost apartments (2 units)

Existing Use: For apt unit No:98-19-19, the unit is rented to third party for residential use. For apt unit No:98-19-20, the unit is rented to staff for residential use

750,000 *23.11.1999 119,386 (Parent Lot)

700 sq ft per unit

Freehold 18 years

11. Kesar

Flat Unit Nos.

a. 3-17-2b. 3-17-3

Pamgsapuri Pelangi, Lintang Macallum2, George Town, 10300 Pulau Pinang

State Tittle Nos.

Pajaban negeriHBM50/M2/17/377 and HMB50/M2/376Lot No. PT 282Section 11E, Township of Georgetown, North EastDistrict Pulau Pinang

Brief DescriptionTwo (2) adjacent intermedale units, two (2) bedroom low cost medium cost flats

Exiting Use:Rented to staff for residential use

121,593 *08.10.1994 160,312 (parent Lot)

573 sqft per units

*Leasehold for 99 years expiring on 13 Octoer 2091

23 years

12. BGallant

Gedung Kamdar No.1763, Jalan Muthupalania-ppa14000 Bukit Mertajam, Seberang Prai Tengah, Pulau Pinang

Title No: H.S.(D) 23036 to H.S.(D) 23050, (formerly known as HS(D) 361-365)

Lot No: 1464 to Lot No. 1471 and Lot No. 1474 to 1480, Section 3, Town of Bukit Mertajam, District of Seberang Perai Tengah,Pulau Pinang




5,179,403 23.06.2000 15,716 105,138 Freehold 22 years





LandArea

Built upArea


RM Sq Ft Sq Ft

13. BGallant

No. 1 Persiaran PM 2/1 Pusat Bandar, Seri Manjung Seksyen 2, 32000 Seri Manjung, Perak

Title No:

HSD 18502 to HSD 18505

Lot No:

PT 25954 to PT 25957, Mukim Setiawan, Daerah Manjung, Negeri Perak




4,913.000 *22.04.2005 11,000 44,000 Freehold 13 years

14 BGallant

No. 24-32, Medan Stesen 19/7 Station 18, 31650 Ipoh , Perak

Title No:

Lot No:

221173,221174, 221175, 221176, 221177

Brief Description: Five (5) nos double storey shop office


2,363,662 *29.07.2008 9,521 17,820 Leasehold for 99 years

9 years

15. Orisea

Factory Premise No. Plot 31, Hilir Sungai Keluang 1, Bayan Lepas Industrial Park (Phase IV), Bayan Lepas, 11900 Pulau Pinang

Title No:

No H.S.(D) 18976 (Previously H.S.(D) 8701)

Lot No: PT 2842 (also known as Lot No: 31, Bayan Lepas, Industrial Park, Phase IV), Mukim 12, District of Barat Daya, Pulau Pinang

Brief Description: Four (4) storey detached factory

Existing Use: Rented to Kesar for industrial use.

3,792,597 *21.11.1997 43,540 72,107 Leasehold for 60 years, expiring on 15December 2054

21 years

16. KStores

No. 113, Jalan Tuanku Abdul Rahman, 50100, Kuala Lumpur

Title No: Geran 5561 & 10270

Lot No: 93 & 94, Section 36, Town of Kuala Lumpur, District of Kuala Lumpur, State of Wilayah Persekutuan, Kuala Lumpur

Brief Description: 7 ½ storey commercial building erected on two (2) contiguous plots of commercial land.


33,207,857 *10.06*2002 9,483 70,110 Freehold 35 years

17. KStores

No. 1 Jln Tun Fatimah, Bachang Utama, 75350 Melaka

HS(D) 51286 PT 5968 HS(D) 51287 PT 5969

Lot 6915 Melaka Tengah Mukim Bachang

Brief Description: 2 storey commercial building .


3,746,045 *23.09.2006 5,435 18,500 Leasehold 11 years






LandArea

Built upArea


RM Sq Ft Sq Ft

18. KStores


Title No: PN 73007

Lot No: 2436 Seksyen 13, in the Town of Shan Alam, District of Petaling, State of Selangor Darul Ehsan.

Brief Description: Vacant land

Existing Use: Rented to thirdparty

7,100,000 3 August 2011 43,562 Nil Leasehold for 99 years expiring on 26 October 2103

No applicable

19 KStore

No. 289, Jalan Tuanku Abdul Rahman, 50100 Kuala Lumpur

Title O: GRN 6029

Lot No. 1965, Seksyen 0041 Bandar Kuala Lumpur. DaerahKuala Lumpur. Negeri Wilayah Persekutuan, Kuala Lumpur

Brief Description

4 ½ storey shop/office building

5,926,470 12.09.2013 1,485 8,463 Freehold 32 years

20 KStore

No. A1, A3, A5, A7, A9, A11, A13, A15, A17, Lorong Pasar Baru 2, Jalan Tun Ismail, 25000 Kuantan, Pahang

Tittle No: Geran No. 3828, 3829, 3830, 3831, 3832, 3833, 3834, 3835 and 3836

Lot No. 24700, 24701, 24702, 24703, 24704, 24705, 24706, 24707 and 24708Daerah Kuantan, Mukim Kuala Kuantan, Pahang

Brief Description: 1 Unit of 4 Storey Commercial Shop Office and 8 units of 3 Storey Commercial Shop Office



18,670,000 *27.08.2014 17,606 55,281 Freehold 1 year

21. KH No. 429, 431, 433 and 435, Jalan Tuanku Abdul Rahman, 50100, Kuala Lumpur

Title No: Geran 1029,1030, 43326 (formerly known as Geran 34879), & 43327 (formerly known as Geran 34878)

Lot No: 710, 711, 2382 & 2383, Section 41, Town of Kuala Lumpur, District of Kuala Lumpur,State of Wilayah Persekutuan, Kuala Lumpur

Brief Description: 6 ½ storey commercial building erected on four (4) contiguous plots of commercial land

Existing Use: Partially rented to third party

21,600,000 *10.06.2002 7,750 53,975 Freehold 19 years

22.. KH

No. 171-173,Jalan Tuanku Abdul Rahman, 50100 Kuala Lumpur

Title No: Geran 29507 Lot No: 148, Section 37, Town of Kuala Lumpur, District of Kuala Lumpur,

State of Wilayah Persekutuan, Kuala Lumpur

Brief Description: 7 storey commercial building


18,526,908 *30.6.2004 4,413 27,655 Freehold 20 years






LandArea

Built upArea


RM Sq Ft Sq Ft

18. KStores


Title No: PN 73007

Lot No: 2436 Seksyen 13, in the Town of Shan Alam, District of Petaling, State of Selangor Darul Ehsan.

Brief Description: Vacant land

Existing Use: Rented to thirdparty

7,100,000 3 August 2011 43,562 Nil Leasehold for 99 years expiring on 26 October 2103

No applicable

19 KStore

No. 289, Jalan Tuanku Abdul Rahman, 50100 Kuala Lumpur

Title O: GRN 6029

Lot No. 1965, Seksyen 0041 Bandar Kuala Lumpur. DaerahKuala Lumpur. Negeri Wilayah Persekutuan, Kuala Lumpur

Brief Description

4 ½ storey shop/office building

5,926,470 12.09.2013 1,485 8,463 Freehold 32 years

20 KStore

No. A1, A3, A5, A7, A9, A11, A13, A15, A17, Lorong Pasar Baru 2, Jalan Tun Ismail, 25000 Kuantan, Pahang

Tittle No: Geran No. 3828, 3829, 3830, 3831, 3832, 3833, 3834, 3835 and 3836

Lot No. 24700, 24701, 24702, 24703, 24704, 24705, 24706, 24707 and 24708Daerah Kuantan, Mukim Kuala Kuantan, Pahang

Brief Description: 1 Unit of 4 Storey Commercial Shop Office and 8 units of 3 Storey Commercial Shop Office



18,670,000 *27.08.2014 17,606 55,281 Freehold 1 year

21. KH No. 429, 431, 433 and 435, Jalan Tuanku Abdul Rahman, 50100, Kuala Lumpur

Title No: Geran 1029,1030, 43326 (formerly known as Geran 34879), & 43327 (formerly known as Geran 34878)

Lot No: 710, 711, 2382 & 2383, Section 41, Town of Kuala Lumpur, District of Kuala Lumpur,State of Wilayah Persekutuan, Kuala Lumpur

Brief Description: 6 ½ storey commercial building erected on four (4) contiguous plots of commercial land

Existing Use: Partially rented to third party

21,600,000 *10.06.2002 7,750 53,975 Freehold 19 years

22.. KH

No. 171-173,Jalan Tuanku Abdul Rahman, 50100 Kuala Lumpur

Title No: Geran 29507 Lot No: 148, Section 37, Town of Kuala Lumpur, District of Kuala Lumpur,

State of Wilayah Persekutuan, Kuala Lumpur

Brief Description: 7 storey commercial building


18,526,908 *30.6.2004 4,413 27,655 Freehold 20 years





LandArea

Built upArea


RM Sq Ft Sq Ft

23. KH

No. 1-888A, 1-888B (1st Floor), 2-888A , 2-888B (2nd Floor), 3-888A and 3-888B (3rd Floor), Kompleks Bukit Jambul, Jalan Rumbia, Off Jalan Dr. Awang, 11900 Pulau Pinang

Title No:Master Titles GM1730, GM349, GM350, GM542, GM543, GM544, GM429 and GM430

Lot No. 1859, 1860, 1861, 4562, 4563, 4564, 624 and 625, in Mukim 13, District of Timur Laut, Pulau Pinang

Brief Description: 6 units of retail space


7,910,130 11.7.2002 1,098,247(Parent lot)

105,745 Interest-in-perpetuity

20 years

24. KH

E52-GA, E44-GB to E53-GB, E44-1A to E53-1A,E44-1B TO E53-1B, TAMAN PRIMA SAUJANA, 43000 Kajang, Selangor

Master Title Geran 30570, Lot 1779, Mukim of Kajang, District of Ulu Langat, State of Selangor

3 Sotrey Building


3,391,553 *25.10.2005 27,222

(Parcel Area)


25 KH

No. PTB 22983, HSD 493447, Uda Business Centre,Pusat Bandar Tampoi, 81200 Johor Bahru, Johore.

Tittle No. H.S.(D) 493447 PTB 22983

Lot No. :No. PTB 22983, HSD 493447Uda Business CentrePusat Bandar Tampoi,81200 Johor BahruJohor

Brief Description: For (4) storey shop Office

3,931,957 *31.12.2012 2,952 11,000 Leaseholdfor 99 years, expiring12 April2110

5 years

26. MS

No.1, Jalan 241, Section 51A, 46100Petaling Jaya, Selangor Darul Ehsan

Title No: PN 6645

Lot No: 405, Section 32, Town of Petaling Jaya, District of Petaling, State of Selangor

Brief Description: Four (4)-storey office/ industrial building.

Existing Use: Rented to KSB for industrial use.

8,092,827 *10.06.2002 41,228 99,076 Leasehold for 99 years, expiring6 August 2072

37 years



Analysis Of Shareholdings As At 29 June 2018

Issued Share Capital : RM197,990,002Class of Shares : Ordinary Shares Voting Rights : One Vote Per Ordinary ShareNo. of Shareholders : 2,519

DISTRIBUTION OF SHAREHOLDINGS AS AT 29 JUNE 2018

Category No. of Shareholders No. of Shares PercentageLess than 100 91 2,186 0.00100 – 1,000 1,946 471,893 0.241,001 – 10,000 314 1,411,555 0.7110,001 – 100,000 116 3,583,541 1.81100,001 – less than 5% of issued shares 48 82,123,228 41.485% and above of issued shares 4 110,397,599 55.76Total 2519 197,990,002 100.00

LIST OF SUBSTANTIAL SHAREHOLDERS AS AT 29 JUNE 2018

Direct IndirectNo. Names No. of Shares % No. of Shares %1. Kamal Kumar Kishorchandra Kamdar 57,118,715 28.85 - -2. Bipinchandra A/L Balvantrai 56,278,884 28.43 955,171 0.48 (a)3. Mehta Trupti Ratilal 955,171 0.48 56,278,884 28.43 (b)4. Ansuya A/P Shantilal Rupani 14,732,755 7.44 - -5. Pragna A/P K M Kamdar 9,913,256 5.01 - -

DIRECTORS’ INTERESTS IN SHARES AS AT 29 JUNE 2018

Direct IndirectNo. Names No. of Shares % No. of Shares %1. Kamal Kumar Kishorchandra Kamdar 57,118,715 28.85 - -2. Rajesh Kumar A/L Gejinder Nath - - - -3. Chia Lee Hoon - - - -4. Simon @ Flam Fernandez - - - -5. Pragna A/P K M Kamdar 9,913,256 5.01 - -

Note:(a) Indirect Interest by virtue of his wife’s (Mehta Trupti Ratilal) shareholding in the Company.(b) Indirect Interest by virtue of her husband’s (Bipinchandra A/L Balvantrai) shareholding in the Company.


Analysis Of Shareholdings As At 29 June 2018

Issued Share Capital : RM197,990,002Class of Shares : Ordinary Shares Voting Rights : One Vote Per Ordinary ShareNo. of Shareholders : 2,519

DISTRIBUTION OF SHAREHOLDINGS AS AT 29 JUNE 2018

Category No. of Shareholders No. of Shares PercentageLess than 100 91 2,186 0.00100 – 1,000 1,946 471,893 0.241,001 – 10,000 314 1,411,555 0.7110,001 – 100,000 116 3,583,541 1.81100,001 – less than 5% of issued shares 48 82,123,228 41.485% and above of issued shares 4 110,397,599 55.76Total 2519 197,990,002 100.00

LIST OF SUBSTANTIAL SHAREHOLDERS AS AT 29 JUNE 2018

Direct IndirectNo. Names No. of Shares % No. of Shares %1. Kamal Kumar Kishorchandra Kamdar 57,118,715 28.85 - -2. Bipinchandra A/L Balvantrai 56,278,884 28.43 955,171 0.48 (a)3. Mehta Trupti Ratilal 955,171 0.48 56,278,884 28.43 (b)4. Ansuya A/P Shantilal Rupani 14,732,755 7.44 - -5. Pragna A/P K M Kamdar 9,913,256 5.01 - -

DIRECTORS’ INTERESTS IN SHARES AS AT 29 JUNE 2018

Direct IndirectNo. Names No. of Shares % No. of Shares %1. Kamal Kumar Kishorchandra Kamdar 57,118,715 28.85 - -2. Rajesh Kumar A/L Gejinder Nath - - - -3. Chia Lee Hoon - - - -4. Simon @ Flam Fernandez - - - -5. Pragna A/P K M Kamdar 9,913,256 5.01 - -

Note:(a) Indirect Interest by virtue of his wife’s (Mehta Trupti Ratilal) shareholding in the Company.(b) Indirect Interest by virtue of her husband’s (Bipinchandra A/L Balvantrai) shareholding in the Company.

Analysis Of Shareholdings As At 29 June 2018 (Cont’d)

LIST OF TOP 30 SHAREHOLDERS/DEPOSITORS AS AT 29 JUNE 2018

Name No. of Shares Held Percentage1. BIPINCHANDRA A/L BALVANTRAI 37,611,178 19.002. AMSEC NOMINEES (TEMPATAN) SDN BHD – KAMAL

KUMAR KISHORCHANDRA KAMDAR 30,038,715 15.173. AMSEC NOMINEES (TEMPATAN) SDN BHD – KAMAL

KUMAR KISHORCHANDRA KAMDAR 24,080,000 12.164. BIPINCHANDRA A/L BALVANTRAI 18,667,706 9.435. AMSEC NOMINEES (ASING) SDN BHD – ANSUYA A/P

SHANTILAL RUPANI 8,809,800 4.456. GAUTAM KAMDAR A/L BIPINCHANDRA 7,889,500 3.987. AMSEC NOMINEES (TEMPATAN) SDN BHD – PRAGNA

A/P K M KAMDAR 7,577,300 3.838. HSBC NOMINEES (ASING) SDN BHD

- EXEMPT AN FOR CREDIT SUISSE (SWITZERLAND) LTD 6,267,500 3.179. ANSUYA A/P SHANTILAL RUPANI 5,922,955 2.9910. PATEL VISHAKHA CHANDRAKANT 4,889,714 2.4711. RINA KAMDAR A/P SHARADKUMAR 4,493,312 2.2712. KHEW SIEW KEOW 3,621,072 1.8313. KAMAL KUMAR KISHORCHANDRA KAMDAR 3,000,000 1.5214. RAJNIKANT A/L B.M. KAMDAR 2,512,388 1.2715. PRAGNA A/P K M KAMDAR 2,335,956 1.1816. CIMB GROUP NOMINEES (ASING) SDN BHD – EXEMPT

AN FOR -DBS BANK LTD (SFS) 2,023,600 1.0217. SATISHCHANDRE S/O PRAVINCHANDRE KEVALCHAND

DOSHI 2,000,000 1.0118. SANGEETA KAUR SIDHU 1,856,900 0.9419. HAMENDRA A/L B.M. KAMDAR 1,499,024 0.7620. ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD –

PLEDGED SECURITIES ACCOUNT FOR INBAMANAY A/P M J ARUMANAYAGAM 1,412,400 0.71

21. JAIKISHIN A/L SHEWANDAS 1,395,100 0.7022. SHARDA A/P NARAN DASS 1,362,063 0.6923. SONAL DOMADIA 1,219,656 0.6224. RHB NOMINEES (TEMPATAN) SDN BHD – PLEDGED

SECURITIES ACCOUNT FOR VIJAY KUMAR A/L MOHINDER LAL DUA 1,159,000 0.59

25. ALPA YASHESH PATEL 1,062,491 0.5426. PUI BOON KENG 1,002,530 0.5127. SAW PAIK PENG 1,000,000 0.5028. MEHTA TRUPTI RATILAL 955,171 0.4829. SURAJ KAMDAR 681,031 0.3430. SOON PENG LEN 605,500 0.31

Total 186,951,562 94.42

No. of ordinary shares held

KAMDAR GROUP (M) BERHAD(Company No: 577740 A)

(Incorporated in Malaysia)

FORM OF PROXY (Before completing this form please refer to the notes below)

I/We __________________________________________ I.C No./Co.No./CDS No.: _____________________________(Full name in block letters)

of ________________________________________________________________________________________________(Full address)

being a member/members of KAMDAR GROUP (M) BERHAD hereby appoint the following person(s):-

Name of proxy, NRIC No. & Address No. of shares to be represented by proxy

1.

2.

or failing him/her, the Chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the Sixteenth Annual General Meeting of the Company to be held at Royal Selangor Club, Grand Ballroom, 1st Floor, Jalan Raja, 50704 Kuala Lumpur on Monday, 10 September 2018 at 10.00 a.m. My/our proxy/proxies is/are to vote as indicated below:-

RESOLUTIONS RELATING TO :-FIRST PROXY SECOND

PROXYFor Against For Against

Ordinary Resolution 1 – To approve payment of Directors’ Fees and benefits

Ordinary Resolution 2 – Re-election of Director, Kamal Kumar A/L Kishorchandra KamdarOrdinary Resolution 3 – To re-appoint Messrs PKF Malaysia as Auditors of the

Company and to authorise the Board of Directors to fix their remuneration

Ordinary Resolution 4 – Authority to allot shares

(Please indicate with a “P” or “X” in the space provided how you wish your vote to be cast. If no instruction as to voting is given, the proxy/proxies may vote or abstain from voting at his/her/their discretion).

Dated this …....….. day of ……….………..…… 2018

……………………………. Signature/Common Seal

Notes:1. For the purpose of determining a member who shall be entitled to attend and vote at the Annual General Meeting, the Company shall be requesting

the Record of Depositors as at 4 September 2018. Only a depositor whose name appears on the Record of Depositors as at 4 September 2018 shall be entitled to attend the said meeting or appoint proxies to attend, speak and vote on his/her stead.






This page is intentionally left blank.

No. of ordinary shares held

KAMDAR GROUP (M) BERHAD(Company No: 577740 A)

(Incorporated in Malaysia)

FORM OF PROXY (Before completing this form please refer to the notes below)

I/We __________________________________________ I.C No./Co.No./CDS No.: _____________________________(Full name in block letters)

of ________________________________________________________________________________________________(Full address)

being a member/members of KAMDAR GROUP (M) BERHAD hereby appoint the following person(s):-

Name of proxy, NRIC No. & Address No. of shares to be represented by proxy

1.

2.

or failing him/her, the Chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the Sixteenth Annual General Meeting of the Company to be held at Royal Selangor Club, Grand Ballroom, 1st Floor, Jalan Raja, 50704 Kuala Lumpur on Monday, 10 September 2018 at 10.00 a.m. My/our proxy/proxies is/are to vote as indicated below:-

RESOLUTIONS RELATING TO :-FIRST PROXY SECOND

PROXYFor Against For Against

Ordinary Resolution 1 – To approve payment of Directors’ Fees and benefits

Ordinary Resolution 2 – Re-election of Director, Kamal Kumar A/L Kishorchandra KamdarOrdinary Resolution 3 – To re-appoint Messrs PKF Malaysia as Auditors of the

Company and to authorise the Board of Directors to fix their remuneration

Ordinary Resolution 4 – Authority to allot shares

(Please indicate with a “P” or “X” in the space provided how you wish your vote to be cast. If no instruction as to voting is given, the proxy/proxies may vote or abstain from voting at his/her/their discretion).

Dated this …....….. day of ……….………..…… 2018

……………………………. Signature/Common Seal

Notes:1. For the purpose of determining a member who shall be entitled to attend and vote at the Annual General Meeting, the Company shall be requesting

the Record of Depositors as at 4 September 2018. Only a depositor whose name appears on the Record of Depositors as at 4 September 2018 shall be entitled to attend the said meeting or appoint proxies to attend, speak and vote on his/her stead.






The SecretaryKAMDAR GROUP (M) BERHAD (577740 A)Level 15-2, Bangunan Faber Imperial Court,Jalan Sultan Ismail,50250 Kuala Lumpur.

…………………………………………………………………………………………………………………………………

fold here

fold here for sealing…………………………………………………………………………………………………………………………………

Affix Stamp Here

The SecretaryKAMDAR GROUP (M) BERHAD (577740 A)Level 15-2, Bangunan Faber Imperial Court,Jalan Sultan Ismail,50250 Kuala Lumpur.

…………………………………………………………………………………………………………………………………

fold here

fold here for sealing…………………………………………………………………………………………………………………………………

Affix Stamp Here



www.kamdar.com.my

Level 15-2,

Bangunan Faber Imperial Court

Jalan Sultan Ismail,

50250, Wilayah Persekutuan,

Kuala Lumpur, Malaysia.

+603-2692 4271

+603-2732 5388

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