CONTENTSekovest.listedcompany.com/misc/ar2014.pdfin accordance with Article 82 of the Company’s...

www.ekovest.com.my 1

NOTICE OF THE TWENTY-NINTH ANNUAL GENERAL MEETING 02

STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING 05

CORPORATE INFORMATION 06

EXECUTIVE CHAIRMAN’S STATEMENT 08

MANAGING DIRECTOR’S STATEMENT 15

CORPORATE SOCIAL RESPONSIBILITY 18

DIRECTORS’ PROFILE 19

STATEMENT ON CORPORATE GOVERNANCE 23

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL 30

AUDIT COMMITTEE’S REPORT 32

CONTENTS

NOTICE OF THE TWENTY-NINTHANNUAL GENERAL MEETING

AGENDA

1. To lay the Audited Financial Statements for the financial year ended 30 JUNE 2014 together withthe Reports of the Directors and the Auditors thereon.

2. To re-elect the following Directors who retire in accordance with Article 82 of the Company’s Articles of Association:

i) Tan Sri Dato’ Lim Kang Hoo

ii) Datuk Lim Keng Cheng

iii) Madam Lim Hoe 3. To re-elect Mr. Khoo Nang Seng @ Khoo Nam Seng who retires in accordance with Section 129 (6) of the Companies Act, 1965. 4. To approve the payment of Directors’ Fees for the financial year ended 30 JUNE 2014.

5. To declare a First and Final Single Tier Dividend of 2 sen per share in respect of the financial year

ended 30 JUNE 2014.

6. To re-appoint Messrs. Mazars as Auditors and to authorise the Directors to fix their remuneration.

7. As Special Business, to consider and if thought fit, to pass the following resolutions with or withoutmodifications:-

ORDINARY RESOLUTION 1CONTINUING IN OFFICE AS INDEPENDENT NON-EXECUTIVE DIRECTOR

“THAT approval be and is hereby given for Ms. Kang Hui Ling who has served as an IndependentNon-Executive Director of the Company for a cumulative term of more than 9 years, to continue toact as an Independent Non-Executive Director of the Company”.

ORDINARY RESOLUTION 2AUTHORITY PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965

“THAT subject always to the Companies Act, 1965, the Articles of Association of the Company andthe approvals of the Bursa Malaysia Securities Berhad and other relevant governmental / regulatoryauthorities, where such approvals are necessary, the Directors be and are hereby authorised, pursuant to Section 132D of the Companies Act, 1965, to issue shares in the Company from timeto time and upon such terms and conditions and for such purposes as the Directors may deem fit,provided that the aggregate number of shares to be issued pursuant to this resolution does not exceed 10% of the issued share capital of the Company for the time being, and that such authorityshall continue in force until the conclusion of the next Annual General Meeting”.

EKOVEST BERHAD ANNUAL REPORT 2014 2

NOTICE IS HEREBY GIVEN THAT the Twenty-Ninth AnnualGeneral Meeting of the Companywill be held at Grand SeasonsHotel, 72 Jalan Pahang, 53000Kuala Lumpur on Monday, 29th December 2014 at 11.30 a.m.for the purpose of transacting the following businesses:-

PLEASE REFEREXPLANATORY

NOTE A

RESOLUTION 1

RESOLUTION 2

RESOLUTION 3

RESOLUTION 4

RESOLUTION 5

RESOLUTION 6

RESOLUTION 7

RESOLUTION 8

RESOLUTION 9

NOTICE OF THE TWENTY-NINTH ANNUAL GENERAL

MEETING

ORDINARY RESOLUTION 3

PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATEDPARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

“THAT authority be and is hereby given pursuant to paragraph 10.09 of the Main Market Listing Requirements of the Bursa Malaysia Securities Berhad for the Company and its subsidiaries to enterinto recurrent related party transactions of a revenue or trading nature as stated in section 2.4 of theCircular to Shareholders dated 8 December 2014 with the related parties listed in section 2.3 of theCircular which are necessary for the day-to-day operations, in the ordinary course of business, madeon at arm’s length basis and on normal commercial terms which are not more favourable than thosenormally available to the public and are not to the detriment of the minority shareholders;

AND THAT the authority conferred by this Mandate shall commence immediately upon the passingof this resolution and is subject to annual renewal. In this respect the authority shall only continueto be in force until:-

a) the conclusion of the next Annual General Meeting of the Company at which time the authority will lapse, unless the authority is renewed by a resolution passed at that Annual General Meeting;

b) the expiration of the period within which the next Annual General Meeting after the date it is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (but not extending to such extensions as may be allowed pursuant to Section 143(2) of the Companies Act, 1965); or

c) revoke or varied by resolution passed by the shareholders in general meeting,

whichever is the earlier”.

8. To transact any other matter for which due notices have been given in accordance with the Company’s Articles of Association and the Companies Act, 1965.

NOTICE IS ALSO HEREBY GIVEN THAT subject to the approval of the shareholders at the Twenty-Ninth Annual GeneralMeeting, the First and Final Single Tier Dividend of 2 sen per share will be paid on 18 March 2015 to members whosenames appear in the Record of Depositors on 27 February 2015.

FURTHER NOTICE IS HEREBY GIVEN THAT a Depositor shall qualify for entitlement only in respect of:

i. Shares transferred into the Depositor’s Securities Account before 4.00 p.m. on 27 February 2015 in respect of ordinarytransfers; and

ii. Shares bought on the Bursa Malaysia on a cum entitlement basis according to the Rules of the Bursa Malaysia Securities Berhad.

By Order of the Board

Lim Thiam Wah, ACISChartered SecretaryKuala Lumpur8 December 2014


RESOLUTION 10


NOTICE OF THE TWENTY-NINTH ANNUAL GENERALMEETING

Notes:

1. Only depositors whose names appear in the General Meeting Record of Depositors as at 18 December 2014 shall be entitled toattend and vote at the Annual General Meeting.

2. A member shall be entitled to appoint not more than two (2) proxies to attend and vote at the same meeting provided that where amember appoints two (2) proxies, the appointment shall be invalid unless he specifies the proportions of his shareholdings to be represented by each proxy.

3. A proxy may but need not be a member of the Company and the provisions of Section 149 (1)(b) of the Companies Act, 1965 shallnot apply to the Company. There shall be no restriction as to the qualification of a proxy.

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

5. If the appointor is a corporation, the proxy form must be executed under its common seal or under the hand of an officer or attorneyduly authorised.

6. To be valid, the proxy form, duly completed must be deposited at the Registered Office not less than 48 hours before the time forholding the meeting or any adjournment thereof.

Explanatory notes on Special Business:-

i. The Proposed Resolution 8, if passed, will allow Ms. Kang Hui Ling to continue in office as Independent Non-Executive Director

The Malaysian Code on Corporate Governance 2012 recommended that approval of shareholders be sought in the event that theCompany intends to retain a person as an Independent Director, a person who has served in that capacity for more than 9 years.

The Board has assessed and recommended that Ms. Kang Hui Ling who has served as Independent Non-Executive Director of theCompany for more than 9 years, to continue to act as Independent Non-Executive Director, subject to shareholders’ approval at theforthcoming Annual General Meeting of the Company.

Key justifications for her recommendation to continue as Independent Non-Executive Director are as follows:

a. Fulfils the independent director criteria set out in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.b. Relevant experience and expertise as set out in her profile on page 20. c. Long service with the Company enhances her knowledge and understanding of the business operations of the Group which

enable her to contribute actively and effectively during deliberations or discussion at Audit Committee and Board Meetings.

ii. The Proposed Resolution 9, if passed, will empower the Directors of the Company to issue and allot shares in the Company up toan aggregate amount not exceeding 10% of the issued share capital of the Company for the time being for such purposes as theyconsider would be in the interest of the Company. This authority unless revoked or varied at a general meeting will expire at the nextAnnual General Meeting. As at the date of this notice, no new shares in the Company were issued pursuant to the mandate grantedto the Directors at the last Annual General Meeting held on 27 December 2013 and which will lapse at the conclusion of the Twenty-Ninth Annual General Meeting. The general mandate will provide flexibility to the Company for any possible fund raising activities including but not limited for further placing of shares for purpose of funding future investment(s), working capital and/or acquisitions.

iii. The Proposed Resolution 10, if passed, will authorise the Group to enter into recurrent related party transactions as specifiedin the Circular to Shareholders dated 8 December 2014, provided that such transactions are of a revenue or trading naturewhich are necessary for the Group’s day-to-day operations and are in the ordinary course of business made at on arm’slength basis and on normal commercial terms which are not more favourable to the related parties than those generallyavailable to the public and are not detrimental to the minority shareholders of the Company. This authority, unlessrevoked or varied at a general meeting, will expire at the next Annual General Meeting of the Company.

Explanatory Note A:-

This Agenda is meant for discussion only as under the provision of Section 169(1) of the Companies Act,1965 the Audited Financial Statements do not require formal approval of the shareholders and hence,the matter will not be put forward for voting.

Particulars of Directors who are standing for

election at the Twenty-NinthAnnual General Meeting.

There is no Director standing for election at the Twenty-Ninth

Annual General Meeting.

5www.ekovest.com.my

STATEMENTACCOMPANYINGNOTICE OFANNUALGENERALMEETING

CORPORATE INFORMATION

BOARD OF DIRECTORS

6EKOVEST BERHAD ANNUAL REPORT 2014

Tan Sri Dato’ Lim Kang Hoo(Executive Chairman)

Datuk Lim Keng Cheng(Managing Director)

Khoo Nang Seng @ Khoo Nam Seng(Executive Director)

Lim Hoe(Executive Director)

Kang Hui Ling(Senior Independent & Non-Executive Director)

Lim Ts-Fei(Independent & Non-Executive Director)

Dr. Wong Kai Fatt(Independent & Non-Executive Director)

Chow Yoon Sam(Independent & Non-Executive Director)

Lee Wai Kuen(Independent & Non-Executive Director)

Lim Chen Herng(Alternate Director to Tan Sri Dato’ Lim Kang Hoo)

Wong Khai Shiang(Alternate Director to Madam Lim Hoe)

Lim Ding Shyong(Alternate Director to Datuk Lim Keng Cheng)

REGISTERED OFFICEGround Floor, Wisma EkovestNo. 118 Jalan Gombak53000 Kuala LumpurTel : 03-40215948Fax : 03-40214027

SECRETARYLim Thiam Wah, ACIS

PRINCIPAL PLACE OF BUSINESSGround Floor, Wisma EkovestNo. 118 Jalan Gombak53000 Kuala LumpurTel : 03-40215948 Fax : 03-40214027

CORPORATE INFORMATION


LEGAL FORM AND PLACE OF INCORPORATIONA public listed company

incorporated in Malaysia under Companies Act1965 and limited by shares

DOMICILEMalaysia

LISTING STATUSListed on Bursa Malaysia Main Market

WEBSITEwww.ekovest.com.my

REGISTRARSSectrars Services Sdn Bhd

No. 28-1, Jalan Tun Sambanthan 3Brickfields 50470 Kuala Lumpur

Tel : 03-22746133 Fax : 03-22741016

AUDITORSMazars

Chartered AccountantsWisma Selangor Dredging7th Floor, South Block142-A Jalan Ampang50450 Kuala Lumpur

Tel : 03-21615222 Fax : 03-21613909

PRINCIPAL BANKERS

AmBank BerhadHong Leong Bank BerhadMalayan Banking BerhadPublic Bank Berhad

Kuwait Finance House (Malaysia) Berhad

Tan Sri Dato’ Lim Kang HooExecutive Chairman

This year has been an exciting and eventful year for us. Many of the goals that were set at the beginning of the year wereaccomplished by our team. Implementation of various corporate exercises as well as the commencement of the constructionof the DUKE Phase-2 and the launching of our EkoCheras back in end-2013 has propelled the image of Ekovest in beinga key player in the construction and property development industry.

Our core values and philosophy that we had adopted since our inception not only proved to be the key success factor forwhere we are today but also to ensure that our growth remains sustainable. In addition, the size, track record and capabilityof Ekovest at this time would also attract more investors and investment funds to take a closer look at our counter.

For FYE 30 June 2014, the Group recorded profit after tax of RM13.2 million on the back of a revenue of RM229.1 million.Although lower than previous year’s profit after tax of RM50.04 million and revenue of RM141.0 million, the overall resultsof our Group remains satisfactory given that the bulk of the billings for 2014, comprised mainly of our construction contractworks which are in its early stages of implementation.


Dear valued shareholders,

On behalf of the board of directors of Ekovest Berhad, I would liketo present to you our Annual Report and the Group’s Audited Financial Statements for the financial year ended (“FYE”) 30 June2014.

EXECUTIVE CHAIRMAN’S STATEMENT


From the revenue of RM229.1 million, approximatelyRM137.5 million or 60% are derived from construction activities whilst RM89.4 million or 39% were derived fromthe DUKE, our toll concession asset. The increase in revenueis mainly due to the consolidation of 12 months financial performance of the DUKE instead of the 2 months financialperformance in our previous FYE 30 June 2013. However,the decrease in the overall consolidated profit after tax of ourGroup is due to the high finance cost incurred for the fundingof development and construction of the DUKE.

On the corporate front, we had raised RM244.4 million fromour rights issue which had been completed in June 2014.Major portion of the proceeds raised have been utilised forthe acquisition of the remaining 30% interest in the DUKEfrom MRCB whilst the remaining balance from the proceedshas been earmarked for working capital purposes. We aredelighted to have 100% interest in the DUKE under ourGroup and this will give us full control over its operations andmanagement. With steady traffic volume growth over thepast few years, we remain positive on the outlook of theDUKE.

The rights issue had also boosted our Group’s financialstrength and I am proud to state that our market capitalisation had breached the RM1.0 billion mark. I wouldlike to personally thank all of our shareholders for the confidence and believe that you have in our Group. The sizeto which we have grown would give us better opportunitiesto bid for mega projects in the future.

Moving forward for FYE 2015, our construction side remainsbusy and is on track to deliver the RM1.18 billion DUKEPhase-2. We have received overwhelming support eversince the launch of our EkoCheras development and ourteam is currently gearing up to launch our other five (5) property development projects located in northern KualaLumpur City Center which is expected to have a gross development value of RM3.24 billion. As for the DUKE, weexpect traffic volume to have a steady growth this year and long-term prospect remains favourable, especially after theopening of the DUKE Phase-2 due in 2016.

We have been and will continue to work even harder and willbe on the lookout for opportunities to further enhance and unlock our assets value. I acknowledge that with uncertainties in both the local and international economies,there will be challenges and roadblocks that we will face inthe coming years. But with patience, hard work and our business philosophy together with the experience, commitment and diversity of our senior management team,I am fairly certain that Ekovest will remain a role model andkey player in the industry for years to come and the longterm prospect of Ekovest remains bright.

As we continue to strive for excellence, we remain committed to our responsibilities as a corporate citizen. Wecontinue to be actively involved and have been workingclosely with schools to assist and contribute towards the improvement of infrastructure. We believe that having a comfortable and conducive environment is vital in the learning process.

The Board recognises the importance and advantages ofadopting good corporate governance. It is our commitmentto meet all governance standards as part of our responsibilityof being a public listed company.

As part of our commitment to return value to our shareholders, the Board had on 29 August 2014 recommended, subject to the approval of the shareholdersbeing obtained, a first and final single tier dividend of 2 senper ordinary share.

I wish to express my most sincere appreciation to my fellowBoard members for their support, commitment and contributions and our senior management who has beenworking tirelessly to propel the Group to new heights by providing their valuable input, recommendations, servicesand assistance to the Group. I would also like to express mypersonal gratitude to all employees of Ekovest Group fortheir continued dedication and commitment.

Thank you to all our customers, clients, business associates,bankers and the various government and local authoritiesfor their continuing support and confidence in our Group’sability to deliver projects that was entrusted to us.

Last but not least, thank you to our esteemed shareholdersfor your trust, patience, unwavering commitment and continuous confidence in our Group. We hold the responsibility that you have entrusted to us in high regard aswe shall endeavour to deliver an even better FYE 2015. I look forward to a very exciting and prosperous year aheadfor the Ekovest Group.

Tan Sri Dato’ Lim Kang HooExecutive Chairman28 November 2014

Tahun ini merupakan tahun yang amat mengujakan dan penuh bermakna bagi kami semua. Kebanyakan matlamat yangditetapkan pada awal tahun ini berjaya dicapai. Penyerapan pelbagai aktiviti korporat dan pembinaan untuk DUKE Fasa 2telah pun dimulakan. Pelancaran EkoCheras di hujung tahun 2013 telah memartabatkan lagi imej Ekovest dalam menjadipemain utama industri pembinaan dan pembangunan hartanah di Malaysia.

Nilai dan falsafah teras yang didukung sejak penubuhan syarikat ini bukan sahaja terbukti sebagai faktor kejayaan kamipada hari ini, malah memastikan pertumbuhan mampan dan berterusan. Tambahan itu, saiz syarikat, rekod serta kemampuan Ekovest sekarang mampu menarik minat lebih ramai pelabur dan dana pelaburan.

Untuk tahun kewangan berakhir 30 Jun 2014, Kumpulan ini telah mencatatkan keuntungan selepas cukai sebanyak RM13.2juta di atas hasil sebanyak RM229.1 juta. Walaupun lebih rendah berbanding tahun sebelumnya di mana keuntungan selepas cukai sebanyak RM50.04 juta dengan hasil sebanyak RM141.0 juta, keputusan secara menyeluruh Kumpulan inidi tahap yang memuaskan memandangkan kerja-kerja kontrak pembinaan berada pada fasa permulaan.


Tan Sri Dato’ Lim Kang HooPengerusi Eksekutif

Para pemegang saham yang dihormati,

Bagi pihak Lembaga Pengarah Ekovest Berhad, saya dengan sukacitanya membentangkan Laporan Tahunan dan Penyata Kewangan Kumpulan Teraudit untuk tahun kewangan berakhir 30 Jun 2014.

PENYATA PENGERUSI EKSEKUTIF

Dari hasil RM229.1 juta, lebih kurang RM137.5 juta atau60% diperolehi dari aktiviti pembinaan manakala sebanyakRM89.4 juta atau 39% adalah hasil daripada aset konsesi tol Duta Ulu-Kelang Expressway (“DUKE”) kami. Peningkatan dalam hasil pada tahun kewangan ini disebabkan penyatuan prestasi kewangan 12 bulan bagiDUKE berbanding gabungan 2 bulan prestasi kewanganDUKE pada tahun kewangan berakhir 30 Jun 2013.Walaubagaimanapun, penurunan dalam keuntungan selepas cukai bagi Kumpulan secara keseluruhan disebabkan oleh kos kewangan yang tinggi untuk membiayai pembangunan dan pembinaan DUKE.

Di persada korporat, kami berjaya menghasilkan perolehansebanyak RM244.4 juta dari terbitan hak yang selesai dalambulan Jun 2014. Majoriti dari perolehan itu telah digunakanuntuk membiayai pengambilalihan 30% kepentingan DUKEdari MRCB dan selebihnya telah diperuntukan untuk perbelanjaan modal. Kami berasa bangga untuk memilikiDUKE sepenuhnya dan ini akan membolehkan kami mengawal operasi dan pengurusannya secara menyeluruh.Dengan kadar pertumbuhan trafik yang stabil dalam beberapa tahun ini, kami kekal positif dengan prospek masahadapan DUKE.

Terbitan hak ini juga telah melonjakkan kekuatan kewanganKumpulan ini dan saya berbangga untuk menyatakan permodalan pasaran kami telah mencecah RM1.0 bilion.Saya ingin mengucapkan terima kasih kepada kesemua pemegang saham kami kerana yakin dengan potensiKumpulan kami. Keutuhan posisi kewangan kami akanmemberi peluang untuk kami membida kontrak projek-projek mega di masa hadapan.

Mara ke tahun kewangan 2015, bahagian pembinaan kamimasih sibuk dan berkejar untuk menyiapkan DUKE Fasa 2 dengan nilai kontrak sebanyak RM1.18 bilion. Kami jugatelah mendapat sokongan yang memberangsangkan semenjak pelancaran EkoCheras dan kami sedang sediauntuk bersiap sedia untuk melancarkan 5 projek pembangunan hartanah di pusat Kuala Lumpur yang dijangka akan mempunyai nilai pembangunan kasar sebanyak RM3.24 bilion. Kami menjangkakan bilangan trafikDUKE akan berkembang tahun ini dan harapan jangka masalama tampak cerah dengan pembukaan DUKE Fasa 2 ditahun 2016.

Kami akan sentiasa terus bekerja keras dan pada masa yangsama akan mencari peluang untuk memantapkan dan menaikan nilai aset kami. Namun, dengan ketidakpastiankeadaan ekonomi tempatan dan antarabangsa, pasti terdapat halangan dan cabaran di hari muka. Tetapi dengankesabaran, dedikasi dan falsafah perniagaan kami yang dipadankan dengan pengalaman, komitmen dan

kepelbagaian kemahiran pihak pengurusan kanan kami,saya pasti Ekovest akan menjadi contoh dan pemain utamadi tahun-tahun akan datang.

Dalam usaha mencapai kebestarian, kami tetap kukuh dengan tanggungjawab kami sebagai warga korporat. Kamiakan kekal aktif dalam berkerjasama dengan sekolah-sekolah untuk membantu dan menyumbang dalam kelengkapan infrastruktur yang diperlukan. Kami percayayang suasana selesa dan sesuai amat penting dalam prosespembelajaran.

Lembaga Pengarah memahami kepentingan dan kelebihanmengamalkan system tadbir urus korporat yang lengkap.Ianya merupakan komitmen kami untuk memenuhi semuapiawaian tadbir urus korporat yang menjadi sebahagian daripada tanggungjawab sebagai sebuah syarikat awamyang tersenarai.

Sebagai usaha kami mengembalikan nilai kepada pemegang saham, Lembaga Pengarah telah pada 29 Ogos2014 mencadangkan dividen satu peringkat pertama danakhir sebanyak sebanyak 2 sen bagi setiap saham biasabernilai RM0.50 sesaham, tertaluk atas kelulusan pemegangsaham.

Saya ingin melahirkan penghargaan saya kepada para Lembaga Pengarah untuk sokongan, komitmen serta sumbangan yang diberikan. Tidak lupa juga kepada pihak pengurusan kanan yang tidak kunjung penat bekerja untukmemajukan Kumpulan kami ke tahap yang lebih tinggi. Sayajuga ingin merakamkan penghargaan kepada kakitanganKumpulan Ekovest untuk dedikasi dan komitmen yangberterusan.

Terima kasih kepada pelanggan, rakan niaga, pihak bankdan semua badan kerajaan untuk sokongan yang keyakinanmereka terhadap Kumpulan kami dalam menyiapkan projekprojek yang telah diamanahkan kepada kami.

Akhir sekali, terima kasih kepada kesemua pemegangsaham kami atas kepercayaan, kesabaran dan komitmenyang diberikan. Kami berpegang teguh kepada amanahyang dihulurkan dan kami akan terus berusaha untuk mencapai kejayaan yang lebih besar pada tahun kewangan 2015. Semoga tahun depan lebih menarik dan menguntungkan bagi Kumpulan Ekovest.

Tan Sri Dato’ Lim Kang HooPengerusi Eksekutif28 November 2014


丹斯里拿督林刚河(执行主席)


尊敬的股东们

我谨此代表怡克伟士有限公司(Ekovest Berhad)董事局，

向您提呈截至2014年6 月30日的财政年度(以下简称财政年

度)的财政年报及已经过审核稽查的集团财务报告。

今年是本公司成果丰盈的一年，许多在年头订下的目标已在团队努力下完成。各项企业营运活动及DUKE大道第二期工程计划的启动和2013年中推介的“亿国城”计划已把怡克伟士集团的形象推高至另一高峰，成为建筑及产业发展工业界的主流企业之一。

我们创业时拟订的核心价值观及营运理念，不仅在我们今日达致的成就中获得印证是一个主要的成功因素，更能确保集团来来的成长能持续长虹。

此外，怡克伟士集团如今宠大的规模、良好的记录及卓越的能力，将能吸引更多股市投资者及投资基金紧密关注我们更感兴趣。

执行

主席献词

本集团在2014年6月30日止的财政年度里，创下了2 亿 2910 万令吉的营业收入，税后盈利达1320万令吉。虽然税后盈利比去年1亿410万令吉的营业收入带来的5004 万令吉税后盈利低，不过，整体上，集团的业绩表现仍然令人满意，因为我们所获得的大部分建筑工程合约仍处于初期阶段。

上述2 亿2910万令吉营业额中，大约1 亿3750万令吉即60%是来自建筑业务，8940万令吉或39%是来自DUKE 大道特许经营的过路费收入。这收入的增加主要是因为整合DUKE 大道过去十二个月的财务表现，而不是像2013年截至6月30日财政年度一样只计算2 个月财务表现。不过，集团整体的税前盈利减低也是由于过去在兴建和发展DUKE 大道时耗费了不菲的财务费用。

企业营运方面，我们于2014年6 月完成了发售股权的工作，筹获了2 亿4440万令吉。大部分筹获的资金用于向MRCB 收购它在DUKE 大道的剩余30% 股权，其余筹获的资金则已规纳为营运资本。我们对集团能100% 有DUKE 大道的股权感到欢欣，因为这将让我们能全面掌控DUKE 的营运及管理工作。凭过去数年该大道稳健的交通使用量增幅，我们正面看待DUKE未来的潜能。

上述股票认购权发行也提升了集团的财务实力，我感到骄傲地告诉大家，集团的市值在上述售股活动后，已突破了10亿令吉大关。我要感谢所有股东对集团的信任与信心，因为有关发售新股的反应极之成功，而且超额认购。集团的茁壮及规模，使我们在未来参与超级大计划的投标时，拥有更高的成功机会。

迈向2015年财政年度，我们的建筑业务持续繁忙，而且将会依期递交耗资11亿8000万令吉的DUKE Phase-2 计划（DUKE 大道第二阶段计划）。我们自从推介“亿国城”发展计划以来获得热烈的支持及反应，我们的团队正如火如荼地准备推介另5 项产业发展计划，这些产业计划位于吉隆坡市中心北部，总发展值预料达32亿4000万令吉。至于DUKE 大道，我们预料交通使用量今年会有单位数增幅，长期的潜能乐观及有利，尤其是在 DUKE Phase-2 的路段在2016年开放后更是如此。

我们将努力不懈，不断地寻找商机以进一步强化我们的资产总值。我了解存在于本地经济及国际经济的未知数因素使然下，未来几年市场将会面对挑战，我们必须面对它，不过凭集团上下包括经验丰富、才华多元并称职投入的高层管理团队一起达致共识下，我近乎肯定的相信，怡克伟士集团将能凭集团的毅力、努力及在商业理念的护航下，在未来多年持续成为领域里的典范和主力，集团的潜能与前景也将是康庄光明的。


执行

主席献词


在致力追求卓越的业绩表现的同时，我们不忘身为企业公民的社会责任。我们持续积极地履行企业社会责任，和学校紧密配合，援助与协助提升基本设施，因为我们坚信，一个舒适及完善的教育环境，才能栽培优秀的国家未来栋梁。

董事局也认同采纳良好的企业监管的好处及重要性，我们承诺致力遵守企业监管的标准，以履行我们作为一家挂牌企业的责任。

为了履行承诺回馈我们的股东，董事局在2014年8月29日献议，若获得股东大会批准，每股面值RM0.50 的普通股，将获派发2 仙的单层终期股息。

我们要感谢所有的消费人、客户、商业伙伴、融资的公司及马来西亚政府各部门和地方政府当局，不断的全力支持我们，并对赋予本集团工程计划和对本集团能达标完成计划的能力，充满信心。

最后，我要感谢股东们对集团和我们的信任、谅解、支持及信心。我们承诺在重视您们赋予我们的责任及竭尽所能在2015年财政年度，交出一个更亮丽的成绩表-更标青的财政年报及财务报告。

我们对怡克伟士集团康庄的前景，充满期待。

丹斯里拿督林刚河

执行主席2014年11月28日

Innovative for Greater Value

Construction has been our forte, having completed various projects all around Malaysia. Amongst notable projects whichEkovest had participated as the turnkey contractor includes the Universiti Malaysia Sabah (UMS), Universiti Tun HusseinOnn in Batu Pahat, Johor, the DUKE and more recently, the DUKE Phase-2. We were also involved in the fitting out of thePetronas Twin Towers and in various infrastructure construction projects such as the Labuan Financial Park, Kuala LumpurInternational Airport, Kuala Lumpur Sentral Station and Putrajaya Federal Government offices. Looking back at our accomplishment and experience, this industry will remain to be our main revenue contributor.


This year has been a very encouraging year for us. The acquisitionof the entire interest in the Duta-Ulu Kelang Expressway (“DUKE”),the commencement of construction for DUKE Phase-2 as well asthe launch of EkoCheras in end-2013 has propelled the image ofour Company to new heights. Although we have yet to harvest thefruits from the positive progress, I can assure you that we are onthe right track to ensure that our growth can be sustainable in yearsto come.

Dear valued shareholders,

Datuk Lim Keng ChengManaging Director

Managing Director’SStatement

Innovative for Greater Value (Cont’d)

Thanks to our innovative methods and value engineeringprocesses, we have managed to be one of the key players to be able to offer competitive pricing in order to return value to our stakeholders. As for our ongoing projects,the DUKE Phase-2 is progressing well with approximately20% of the project being completed to-date. Barring unforeseen circumstances, we expect the DUKE Phase-2 tobe fully completed and tollable by end of year 2016.

The works for the Proposed Fourth Lane Widening betweenBukit Lanjan KM22 to Jalan Duta Toll Plaza KM29, PackageB and the Proposed Fourth Lane Widening between Nilai (U)Interchange KM285.6 and Nilai KM280.4, Package D areexpected to be completed in December 2014. We are proudto be part of the construction and engineering team that has participated to deliver improved connectivity between KualaLumpur city center and major urban hubs in the Klang Valley.

Prospects for our construction division remain positive. Fromthe latest Economic Report 2014/2015 released by the Ministry of Finance, we note that the construction sectorcontinued to register a double-digit growth of 14.3% during the first half of 2014 with 19,649 construction projects undertaken valued at RM50.1 billion. The higher construction activity was led by the residential and non-residential subsectors, while growth in the civil engineeringsubsector moderated following the completion of somemajor projects. Key projects which are expected to boostgrowth include the ongoing MY Rapid Transit (MRT) Line 2project and light rail transit (LRT) 13 extension, expansion ofKuantan Port, construction of West Coast Expressway, Sungai Besi - Ulu Kelang Elevated Expressway (SUKE),Damansara - Shah Alam Elerated Expressway (DASH), PanBorneo Highway and Central Spine Road from Bentong toKuala Krai.

We are continuously evaluating and participating in the tendering for new construction projects. However, we haveto be careful and selective in our evaluation to ensure thatwe can return maximum value not only to the client, but toour shareholders as well. Nonetheless, the construction ofthe RM1.182 billion DUKE Phase-2 as well as the construction of our EkoCheras development will keep ourconstruction division busy for the next few years. Theprogress of both these projects further accentuate ourstrength and expertise in the construction industry.

Rejuvenating Northern Kuala Lumpur

This year has been a very cautious year for property developers. Home buyers and investors remain scepticalwith the various cooling measures introduced to curb rising

property prices and speculative activities. Nonetheless, webelieve that the market is still in need of supply of residentialunits to cater and support the development and urbanisationof Kuala Lumpur.

Despite the challenges and uncertainties faced in the industry, we are delighted to have received overwhelming response from the public for the launch of our maidenEkoCheras project in September 2013. To-date, a total of938 units from the three (3) tower residential block have beensold. We expect that the sales from the residential blockswould contribute to our revenue and profitability until thecompletion of EkoCheras in 2018. As part of the EkoCherasdevelopment, we would also have a 4-level shopping malland one (1) 38-storey hotel tower with 260 rooms which wewill retain to enjoy future rental income. We are also lookingfor prospective multinationals to make our 21-storey officetower their home in EkoCheras. We believe that these commercial spaces and hotel would be an ideal long terminvestment in view of the connectivity and easy access thatEkoCheras provides.

Our property development division has been busy gearingup to launch several other strategic projects on our Group’sremaining 22 acres landbank located in Setapak and Gombak area. We are extremely excited by the prospectsof our property development division as a substantial portionof our Group’s land bank is located within the vicinity of theRiver of Life project with easy access through the existingDUKE and DUKE Phase-2. Our vision of creating a worldclass riverfront development along the Gombak River is gaining momentum and we are looking to deliver some ofthe most vibrant commercial and residential in this area.

The next development project slated to be launched is theEkoTitiwangsa mixed development project located alongJalan Pahang, Kuala Lumpur. EkoTitiwangsa will consist ofcommercial space and serviced apartments with an estimated gross development value of RM560.0 million. TheEkoTitiwangsa together with our EkoPark Place, EkoQuay,EkoAvenue and our flagship EkoGateway, will provide a holistic development plan to transform and modernise northern Kuala Lumpur city center. With the low entry pointin which we acquired our lands previously, we look forwardto unlock the full potential of these landbanks in the future.Our entire land bank in northern Kuala Lumpur is expectedto deliver an estimated gross development value of RM3.24billion over the next 10 years.

Although we are anxious with some of the cooling measuresto curb speculation and rising house prices, we believe thatour long term presence and commitment towards redeveloping northern Kuala Lumpur will not only enable usto ensure reasonable return to our stakeholders but also tothe community around the development.


Managing Director’SStatement

Value Beyond Miles

With foresight and proper infrastructure planning, we wereable to provide some of the most vital alignment to link northern Kuala Lumpur. The DUKE and DUKE Phase-2 hasbeen well received with much positive feedback from roadusers and we are humbled by some of the compliments received. The 18 kilometers DUKE expressway have manage to deliver value to users on the benefits it bringswith time savings that cannot be measured in monetaryterms. Our constant engagement with the public has provento provide a solution that eases traffic woes and we look forward to provide city dwellers with alternative routes thatbring value beyond miles.

Our enthusiasm to deliver innovation and break boundarieshas also led to our DUKE Phase-2 being the pioneer to provide direct access to park and ride facilities under theproposed Segambut toll plaza. To support this concept andto ensure that the facility remains vibrant and provides a safeenvironment for users, we are also encouraged to provideand promote commercial activities within the area. This concept is part of the entire masterplan to integrate transportation system within Klang Valley which includeslinking of various expressways with public transportationsystem. The development pace of which Kuala Lumpur hasexperienced requires these linkages to ensure that traffic dispersal system is effective and sustainable for futuregrowth.

On the financing of the DUKE Phase-2, I am pleased to report that our subsidiary, Konsortium Lebuhraya Utara-Timur (KL) Sdn Bhd, had in December 2013 issuedRM2,300 million in nominal value Islamic medium term notesand RM180 million redeemable secured junior bonds to partfinance the construction of the DUKE Phase-2. The sukukand junior bonds have been accorded ratings of AA-IS andA- with stable outlook, respectively by Malaysian Rating Corporation Berhad (“MARC”). This rating has also beenreaffirmed by MARC in November 2014.

In terms of traffic volume, we expect that it would grow further in the next financial year albeit at a slower pace. Wehave experienced some peak hour congestion at interchanges and exit points and are exploring ways to minimise this effect. Nonetheless, we believe that these bottlenecks can be resolved in the long term and will not hinder future traffic growth on our DUKE, especially whenour DUKE Phase-2 is open to traffic. Further, short term solution which includes allowing contraflows will be introduced to ease traffic flow during peak hours.

Prospect of the toll concession remains very positive andupon completion of the DUKE Phase-2, the entire 34 kilometres DUKE is expected to be an attractive alternativeand a primary access for the upcoming developments in

Northern Klang Valley and will be a major east-west link inthe northern corridor that will provide vital link for connectivityaround the Kuala Lumpur city centre.

River of Life

Following the appointment of Ekovest-MRCB JV Sdn Bhdas the Project Delivery Partner Agreement for the River ofLife Entry Point Project in 2011, upstream river cleaningworks are currently on-going while beautification works havealready commenced. For river cleaning works, we have submitted various alternative design proposals to the Government which has been accepted. These alternativedesigns are expected to bring substantial savings to the Government and this is again a testament of the strengthand expertise in value engineering that our team is capableof.

We have also successfully tendered for beautification worksworth approximately RM130.0 million at Precinct 7, one ofthe eleven precincts along the 10.7 kilometers River of Lifeproject, which comprises of the following nodes: SaintMary’s Cathedral, Leboh Pasar Besar, Dayabumi Promenade, L.R.T Pasar Seni, China Town/Petaling Street,Panggung Bandaraya, Masjid Jamek and Bangunan SultanAbdul Samad. Beautification works at Precinct 7 is alreadyon-going.

Stronger Together

To our business partners, associates and clients, thank youfor the trust and support you have placed in us. Thank youto all governmental agencies that have assisted and supported us, especially Kementerian Kerja Raya, Kementerian Wilayah Persekutuan, Economic Planning Unitof the Prime Minister’s Department, Unit Kerjasama AwamSwasta, Performance Management and Delivery Unit, Lembaga Lebuhraya Malaysia, Dewan Bandaraya KualaLumpur and Jabatan Kerja Raya.

Thank you to the senior management and all employees ofEkovest Berhad for their commitment, hardwork and perseverance throughout the year. With a team of diverseexperience and background, more obstacles can be overcomed. We are lucky to have these people as part ofthe Ekovest team.

Lastly, allow me to express my gratitude to the shareholdersof Ekovest Berhad for your unrelenting support over theyears which have inspired and encouraged us to achieve allthat we have thus far.

Datuk Lim Keng ChengManaging Director28 November 2014


CORPORATESOCIAL RESPONSIBILITY


The Group recognizes its social obligation to society and is striving for a balanced approach in fulfilling its key objectivesand the expectations of its stakeholders. Ekovest Group is actively involved in various programmes that would benefit thecommunity around us.

We believe education is an investment for our future generation. In line with our core expertise in construction activities, wehave been working closely with various schools and have assisted and contributed towards the improvement of infrastructureavailable in these schools. During the financial year, contributions were made to various schools to assist them in fulfillingtheir programme to improve the infrastructure, teaching aids and the well-being of its students.

In our efforts to promote sustainability and care for the environment, we have also considered and embedded certain environmental benchmarks in the conceptual master plan of our property development projects. During the year, we havemet the criteria and EkoCheras has been certified under Green Building Index. This is a key step for our other developmentsto emulate and to ensure that our Group promotes the efficient use of resources as well as reduce building impact on healthand the environment.

We have also sponsored several studies in an effort to educate the public on environmental matters impacting the use ofexpressways as well as on a transportation master plan to improve the integration and planning between roads and publictransportation such as the commuter and light rail transit. We are hopeful that these studies will be a useful tool for stakeholders to rely upon in fulfilling their objectives.

The Group is committed and will carry on its efforts further to enhance our corporate social responsibilities in order toprovide a meaningful contribution to the community around us and to promote a sustainable and eco-friendly development.

DIRECTORS’PROFILE

TAN SRI DATO’ LIM KANG HOOEXECUTIVE CHAIRMAN

TAN SRI DATO' LIM KANG HOO, aged 59, Malaysian, and has been on the Board of Directors of Ekovest Berhad since 30March 1988. He was appointed as Executive Chairman on 22 November 2010. Y.Bhg. Tan Sri Dato' Lim is a businessmanwith over 37 years of experience in the construction industry. He started his involvement in the construction industry soonafter completing his secondary education, assisting the family construction business. Later he teamed up with Mr. KhooNang Seng @ Khoo Nam Seng to form a civil engineering and construction partnership which grew to become what EkovestBerhad is today. At present, he is an Executive Director of Knusford Berhad, Non-Executive Director of PLS PlantationsBerhad and Executive Vice Chairman of Iskandar Waterfront City Berhad (formerly known as Tebrau Tegah Berhad) whichare public companies listed on the Bursa Malaysia and also a Director of several other private limited companies. His vastexperience in the construction industry had been instrumental to the growth and development of the Ekovest Berhad Group.

DATUK LIM KENG CHENGMANAGING DIRECTOR

DATUK LIM KENG CHENG, aged 52, Malaysian, was appointed as the Managing Director of Ekovest Berhad on 16 May2011. He has more than 31 years’ experience in diverse range of industries which includes building, civil, design and buildturnkey construction projects, machinery trading and property development, having started his career immediately after hishigh school education. He began his career as a director in a private limited infrastructure company and was responsiblebehind the success of the infrastructure works in Felda Sahabat, Sabah which is twice the size of Singapore. He alsosteered the construction of the Labuan Financial Park, a world-class offshore financial haven. Soon after, Datuk Lim oversawseveral design and build projects namely Universiti Malaysia Sabah (UMS) and Universiti Tun Hussein Onn in Batu Pahat,Johor whereby both projects were completed on time despite the technical and social challenges faced. He also led in the design and build project of the Iskandar Coastal Highway, a high profile infrastructure project in Iskandar Malaysia, Johor.With his vast experience in infrastructure projects, Datuk Lim also contributed significantly to the success of the Duta-UluKelang Expressway (DUKE) and was instrumental in the supplemental concession agreement for the extension of the DUKE.He is also the driving force behind Ekovest group role as the project delivery partner for the River of Life project. He is alsoa strong advocate of the government current push for the Greater Kuala Lumpur to be the country’s engine of growth. Hewas formerly an Executive Director of Iskandar Waterfront City Berhad (formerly known as Tebrau Tegah Berhad), a publiclisted investment holding company with its principal activities in property development, construction and property management services, and a former Executive Director cum Chief Executive Officer of Knusford Berhad, a public listedcompany principally engaged in machinery trading and reconditioning. Datuk Lim also holds directorship in several privatelimited companies, notably the master developer, Iskandar Waterfront Holdings Sdn Bhd.

MR. KHOO NANG SENG @ KHOO NAM SENGEXECUTIVE DIRECTOR

MR. KHOO NANG SENG @ KHOO NAM SENG, aged 74, Malaysian, is the co-founder of Ekovest Berhad and has beenan Executive Director of Ekovest Berhad since its incorporation on 2 January 1985. He was trained in Technical College,Kuala Lumpur in civil engineering. Upon graduation, he joined and served the Jabatan Kerja Raya for 6 years. In 1970, heventured into the construction business on his own. Subsequently, in 1972, he teamed up with Tan Sri Dato' Lim KangHoo to form a partnership which resulted in the Ekovest Berhad of today. At present, he is an Executive Director of KnusfordBerhad, a public company listed on the Main Market of Bursa Malaysia and also a director of several other private limitedcompanies. Together with Tan Sri Dato' Lim Kang Hoo, he has contributed significantly to the growth of the Ekovest BerhadGroup.


DIRECTORS’ PROFILE

MADAM LIM HOEEXECUTIVE DIRECTOR

MADAM LIM HOE, aged 62, Malaysian, was appointed as the Executive Director of Ekovest Berhad on 16 May 2011.Madam Lim has completed her secondary school education. Madam Lim joined Ekovest Berhad in 1988 and has sincerisen to the position of Senior General Manager. She has more than 40 years of working experience in various industries,gaining exposure in the field of finance, management, human resource and corporate matters. She is one of the pioneerstaff during the formative years of Ekovest Berhad. She is also a Director of several private limited companies.

MS. KANG HUI LINGSENIOR INDEPENDENT AND NON-EXECUTIVE DIRECTOR

MS. KANG HUI LING, aged 42, Malaysian, was appointed to the Board of Directors of Ekovest Berhad on 28 February2005. She holds a Bachelor of Accounting (Hons) Degree from University of Malaya in 1997. She is a member of theMalaysian Institute of Accountants and the Malaysian Institute of Certified Public Accountants. Since her graduation, sheacquired 4 years of audit experience in one of the big five audit firm. As audit senior associate, she also gained exposurein the field of operational audit and financial due diligence. Subsequently she joined a medium size multinational consultancyfirm as the Finance and Admin Manager where she was responsible for establishing and implementing the company’s accounting and operating policies and procedures. She is presently a partner of a professional firm registered with theMalaysian Institute of Accountants. She is also an independent non-executive director of PLS Plantations Berhad.

MS. LIM TS-FEIINDEPENDENT AND NON-EXECUTIVE DIRECTOR

MS. LIM TS-FEI, aged 51, Malaysian, was appointed to the Board of Directors of Ekovest Berhad on 16 May 2013. Shegraduated with a Degree in Bachelor of Law from the University of Hull, England and was called to the English Bar as a barrister in 1988. Upon her return to Malaysia, she commenced her chambering with Chye, Chow, Chung & Co., a legalfirm in Kuala Lumpur. She was called to the Malaysian Bar in 1989 and continued to practise as a legal assistance in thesame firm for eight years. She is presently a partner of the firm.

DR. WONG KAI FATTINDEPENDENT AND NON-EXECUTIVE DIRECTOR

DR. WONG KAI FATT, aged 67, Malaysian, was appointed to the Board of Directors of Ekovest Berhad on 16 May 2013.He graduated with a Bachelor of Medicine, Bachelor of Surgery from the University of Singapore in 1972. He worked inJohor Bahru General Hospital and Ipoh General Hospital for three years before venturing into his own private practice inKuala Lumpur.

MR. CHOW YOON SAMINDEPENDENT AND NON-EXECUTIVE DIRECTOR

MR. CHOW YOON SAM, aged 68, Malaysian, was appointed to the Board of Directors of Ekovest Berhad on 16 May 2013.He graduated with a Bachelor of Engineering Degree (Civil) Hons from the Universiti Malaya in 1971. He was a member ofthe Institute of Engineers Malaysia and Board of Engineers Malaysia. During his tenure with Felda, he was the Project Engineer on design and construction of Felda oil palm mills and rubber factories. Subsequently he was the Deputy Directorof engineering involved in administration and management of Felda development projects. In 1990 to 1994 he was ProjectConsultant and Project Manager for Felda joint venture projects. In Felda Ekovest Sdn Bhd he was the Senior General Manager from 1994-2004. He is also an independent non-executive director of Iskandar Waterfront City Berhad (formerlyknown as Tebrau Teguh Berhad).



MR. LEE WAI KUENINDEPENDENT AND NON-EXECUTIVE DIRECTOR

MR. LEE WAI KUEN, aged 48, Malaysian was appointed to the Board of Directors of Ekovest Berhad on 7 October 2013.He holds a Law Degree from London University and MBA Degree from Heriot-Watt University. He was an Executive Directorof Protech Yu (Asia) Sdn Bhd, subsidiary of Goldis Berhad from 2007 to 2010. He was involved in the day to day operationof the aquaculture business, in charge of farm development, farm operating and marketing. Prior to his involvement in theaquaculture industry, he was attached with Bumi Hiway & Selia Group of Companies as Head of Legal Department. He hasmore than 19 years of legal and corporate experience in companies involved in the field of property development, construction and road concession. He is currently the Executive Director of Aqua Genesis Sdn Bhd and KL Fish MarketSdn Bhd which are involved in the aquaculture and supply chain for quality seafood. He is also an independent non-executivedirector of Knusford Berhad.

MR. LIM CHEN HERNGALTERNATE DIRECTOR TO TAN SRI DATO’ LIM KANG HOO

MR. LIM CHEN HERNG, aged 28, Malaysian was appointed to the Board of Directors of Ekovest Berhad on 27 February2014. He graduated with a Degree in Business Management from Royal Holloway, University of London in 2008. He hasbeen with the family business since 2008, with management exposure into the property development, construction, financeand oil and gas industry. Currently, he is an Executive Director of Knusford Berhad and he also sits on the board of severalprivate limited companies, most notably the master developer, Iskandar Waterfront Holdings Sdn Bhd.

MR. WONG KHAI SHIANGALTERNATE DIRECTOR TO LIM HOE

MR. WONG KHAI SHIANG, aged 36, Malaysian was appointed to the Board of Directors of Ekovest Berhad on 27 February2014. He obtained a Bachelor Degree in Civil Engineering from University of Birmingham, United Kingdom in 2000. He has13 years’ experience in the construction and property development industry. Upon graduating, he began his career withEkovest Group as an Engineer. He is currently the Head of Sales and Marketing of Ekovest Group’s property division andis instrumental in leading the sales and marketing activities of Ekovest’s property development projects.

MR. LIM DING SHYONGALTERNATE DIRECTOR TO DATUK LIM KENG CHENG

MR. LIM DING SHYONG, aged 27, Malaysian was appointed to the Board of Directors of Ekovest Berhad on 27 February2014. He graduated with a Bachelor of Engineering in Engineering with Business Management and a Master of Science inRobotics from King’s College London. He has been a Project Engineer in Ekovest Berhad since 1 February 2012. He iscurrently involved in the planning, design and construction of the extension of Duta Ulu Kelang Expressway (“DUKE Phase-2”) and in Ekovest – MRCB Construction Sdn Bhd, which has been appointed as the Swiss Challenge Contractorfor the proposed improvement and beautification works at Precinct 7 under the River of Life project. He is also actively involved in the sales and marketing activities of EkoCheras, Ekovest’s maiden property development project in Cheras.



Conflict of interest

There is no conflict of interest between the Directors and the Group except for the recurrent related party transactionswhere the Directors have interest, as disclosed in the Note 34 of the Audited Financial Statements.

Conviction for offences

None of the Directors have been convicted for any offences (except traffic offences) within the last 10 years.

Family Relationship

No Director has family relationship with other Directors or major shareholders except for:

Tan Sri Dato’ Lim Kang Hoo and Madam Lim Hoe are siblings.

Datuk Lim Keng Cheng is a nephew to Tan Sri Dato’ Lim Kang Hoo and Madam Lim Hoe.

Mr Lim Chen Herng is a son of Tan Sri Dato’ Lim Kang Hoo, nephew to Madam Lim Hoe and cousin to Datuk Lim KengCheng and Mr Wong Khai Siang.

Mr Wong Khai Shiang is a son of Madam Lim Hoe, nephew to Tan Sri Dato’ Lim Kang Hoo and cousin to Datuk Lim KengCheng and Mr Lim Chen Herng.

Mr Lim Ding Shyong is a son of Datuk Lim Keng Cheng and grandnephew to Tan Sri Dato’ Lim Kang Hoo and Madam LimHoe. He is also a nephew to Mr Lim Chen Herng and Mr Wong Khai Shiang.


STATEMENT ONCORPORATE GOVERNANCE

The Board of Directors of Ekovest Berhad (“Board”) recognises the importance of good corporate governance and is committed to maintain high standard of corporate governance to protect and enhance shareholders value as well as tosupport the long-term strategic objective of the Group. In this regard, the Board supports the principles and recommendations as set out in the Malaysian Code on Corporate Governance 2012 (“MCCG 2012”) as issued by the Securities Commission Malaysia (“SC”).

This statement, which is made pursuant to Paragraph 15.25 of the Main Market Listing Requirements of Bursa MalaysiaSecurities Berhad (“Bursa Securities”) (“MMLR”), set out the manner in which the Board has adopted the MCCG 2012and the extent to which the Board has applied the principles and recommendations of the MCCG 2012 during the financialyear ended 30 June 2014.

A. BOARD OF DIRECTORS

1. ROLES AND RESPONSIBILITIES

The objective of the principles stated in the MCCG 2012 sets out the fundamental structures for effective functioningof the board. Towards this end, the Board has formalized its terms of reference in its Board Charter outlining thefundamental structure and functions of the Board. The Board Charter is available in our Groups website atwww.ekovest.com.my for stakeholders’ information.

Principally, the responsibilities of the board cover the areas of strategic plan, risk management, succession planning,investor relation and system of internal control of the Group. The Board acknowledges these responsibilities fordirecting and ensuring the Group is properly managed and continuously improves its performance. The Board delegates certain responsibilities to Board Committees operating within defined terms of reference to assist theBoard in the execution of its duties and responsibilities. The respective Committees report to the Board on mattersdiscussed and deliberated and makes recommendations to the Board for final decision. The Board Committee includes the Audit Committee, Remuneration Committee and Nomination Committee.

2. BOARD COMPOSITION AND INDEPENDENCE

The current composition of the Board comprises of highly qualified and experienced individuals and their combinedexpertise and business experience provides insights and diversity of perspective to lead and guide the Group inan increasing complex and competitive business environment. The profiles of the members of the Board are setout on pages 19 to 21 of this Annual Report.

As at the date of this statement, the Board has nine (9) members comprising the Executive Chairman, the ManagingDirector, two (2) Executive Directors and five (5) Independent Non-Executive Directors. During the year, we hadalso appointed three (3) Alternate Directors. In this regard, the Board’s composition complies with paragraph 15.02of the MMLR whereby at least one-third (1/3) of the Board to be independent. Further, as our Board is headed bythe Executive Chairman, the Board is currently represented by majority of Independent Non-Executive Directors(5/9) which provides unbiased, objective and independent view, advise and judgment to ensure proper check andbalance in the Board. The Board will also conduct annual assessment on the independence of its Independent Directors focusing on events that would affect their ability to continue to bring in independent and objective judgment during board deliberation.

In addition, the Board recognises the importance of gender diversity in the board and encourages female participation in the board. Presently, the Board has three (3) female members, which makes up of one third (1/3)of the board composition.

Conventionally, the Executive Chairman, Managing Director and Executive Directors are responsible for the Groupbusiness operations while the Non-Executive and Independent Directors play a pivotal role by bringing objectivejudgment and views into the Board’s deliberation and decision making processes. The roles of the Executive Chairman and Managing Director are assumed by different directors. Ms Kang Hui Ling has been identified as theSenior Independent Non-Executive Director providing another channel of communication for the shareholders.



A. BOARD OF DIRECTORS (CONT’D)

3. BOARD MEETINGS

The Board meets at least every quarter and other meetings are convened as and when necessary. All the proceedings at the Board meetings are properly minuted and confirmed by the Board members before beingsigned by the Chairman. The Board had devised a schedule of matters that shall be reserved for Board’s approvalcovering, inter alia, the acquisition and disposal of major assets, investment in projects, and corporate exerciseswhich are under the purview of the Bursa Securities or the SC. Matters requiring Board decisions and approvalduring the intervals between the Board meetings are circulated and approved through circular resolutions.

During the financial year under review, a total of nine (9) Board meetings were held and the record of attendancesof the Directors is as follow:-

Name of Director Total Meetings Attended

Tan Sri Dato’ Lim Kang Hoo 7/9Datuk Lim Keng Cheng 9/9Khoo Nang Seng @ Khoo Nam Seng 7/9Lim Hoe 9/9Kang Hui Ling 9/9Lim Ts-Fei 9/9Chow Yoon Sam 9/9Dr. Wong Kai Fatt 9/9Lee Wai Kuen (appointed on 7 October 2013) 7/7Leung Kok Keong (resigned on 7 October 2013) 1/2

All the Directors have complied with the minimum 50% attendance requirement in respect of Board meetings asstipulated in the MMLR.

4. ETHICS AND CODES

The Board is fully supportive of the principles of its Corporate Code of Conduct and expects the Company and itsemployees to uphold the same principles in its business activities.

5. SUPPLY OF INFORMATION

The Directors have full and unrestricted access to all information pertaining to the Group’s business and affairs, including amongst others, major financial, operational and corporate matters as well as activities and performanceof the Company. The agenda and Board papers containing information relevant to the business of Board meetingare circulated to Board members prior to each meeting to allow sufficient time for the Director to review, considerand obtain further explanations before the meeting, where necessary, on the issues to be discussed.

All Directors have unrestricted access to the advice and services of the Company Secretary and senior management and may seek independent professional advise, at the Company’s expense, when necessary, in furtherance of their duties. External advisers may also be invited to relevant Board meetings to furnish the Boardwith explanations and comments on the relevant agenda items tabled at Board meetings or to provide clarificationon issues that may be raised by any Directors.

The Chairman of the Audit Committee would report the outcome of the committee meetings to the Board andsuch reports are incorporated as part of the minutes of the Board meetings.


STATEMENT ONCORPORATE

GOVERNANCE


6. APPOINTMENT & RE-ELECTION TO THE BOARD

In accordance with the Company’s Articles of Association (“Articles”), all Directors who are appointed by the Boardto fill a casual vacancy or as an addition to the existing Directors are subject to re-election by shareholders at thenext Annual General Meeting (“AGM”). The Articles also provide that every Director is required to retire by rotationat least once every three years at the AGM and the Directors to retire in each year are the Directors who havebeen longest in office since their appointment or re-appointment. All retiring Directors are eligible to offer themselvesfor re-election at the AGM. Directors over 70 years of age will be subject for re-appointment annually in accordancewith Section 129(6) of the Companies Act, 1965.

The Board continuously reviews its size and composition with particular consideration on its impact on effectivefunctioning of the Board.

Any proposed candidate for the appointment as Director of the Board will be recommended by the NominationCommittee to the Board for deliberation.

7. Board Independence

Independence is important for ensuring objectivity and fairness in board’s decision making.

In order to uphold independence of independent directors, the Board has adopted the following recommendationof the Code as Board’s policies:-

• Subject to Board’s justification and shareholders’ approval, tenure of independent directors should not exceeda cumulative nine (9) years; and

• Undertake annual assessment of independence of its independent directors focusing on events that wouldaffect the ability of independent directors to continue bringing independent and objective judgment to boarddeliberation and the regulatory defintion of independent directors.

8. TRAINING

Board recognises the needs to attend trainings in order to enhance their skills and knowledge and to keep abreastwith the relevant change in laws, regulations and business environment so that they could discharge their dutieseffectively. During the year, the Company organised a training course titled ‘Share Valuation Techniques For Directors’ for the benefit of all the Directors and senior management. The Company will continue to organise development and training programmes for the benefit of Directors and in addition, the Directors individually areencouraged to equip themselves on the new developments in the business environment by attending other relevantcourses, trade fairs, seminars and conferences.

9. BOARD COMMITTEES

To assist the Board in the discharge of its oversight function, the Board has delegated certain responsibilities toBoard Committees namely the Audit Committee, Nomination Committee and Remuneration Committee. TheseCommittees ensure greater objectivity and independence are provided in the deliberations of specific agenda. TheChairman of the respective Board Committees would report to the Board during the Board meetings on mattersdeliberated in the respective Committees together with its recommendation. The ultimate responsibility for the finaldecision on all matters, however, rest with the entire Board.




9. BOARD COMMITTEES (CONT’D)

Audit Committee

The composition, terms of reference and summary of the Audit Committee activities during the financial year areset out separately in the Audit Committee Report on page 32 to 34 of this Annual Report.

Nomination Committee

The Nomination Committee comprise of 5 Independent Non-Executive Directors and the members of the Nomination Committee as at the date of this statement are as follows:

Ms Kang Hui Ling Chairman (Senior Independent and Non-Executive)

Ms Lim Ts-FeiDirector (Independent and Non-Executive)

Dr Wong Kai FattDirector (Independent and Non-Executive)

Mr Chow Yoon SamDirector (Independent and Non-Executive)

Mr Lee Wai KuenDirector (Independent and Non-Executive)

The terms of reference of the Nomination Committee are as follows:-

• Develop, maintain and review the criteria to be used in the recruitment of directors and annual appraisal of directors, board committee and board as a whole;

• Assess and recommend to the board the candidature of directors and appointment of directors to board committees based on the individual and the directors’ competencies, commitment, contribution and performance;

• Facilitate board induction and training programmes;

• Review the boardroom diversity and encourage female participation in the board;

• Develop the criteria to assess independence and apply these criteria upon admission, annually and when anynew interest or relationship develops;

• Examine and review the Board structure, size and composition with a view to present recommendations tothe Board on the optimum number of directors on the Board to ensure its effectiveness and to comply withregulatory requirements; and

• Recommend, if necessary, the service and employment contracts of executive directors including their jobdescriptions & terms of reference.

All Directors shall abstain when matters affecting their own interests are discussed.



GOVERNANCE



Remuneration Committee

The Remuneration Committee comprise of 5 Independent Non-Executive Directors and the members of the Remuneration Committee as at the date of this statement are as follows:-

Ms Kang Hui Ling Chairman (Senior Independent and Non-Executive)

Ms Lim Ts-FeiDirector (Independent and Non-Executive)

Dr Wong Kai FattDirector (Independent and Non-Executive)

Mr Chow Yoon SamDirector (Independent and Non-Executive)

Mr Lee Wai KuenDirector (Independent and Non-Executive)

The terms of reference of the Remuneration Committee are as follow:-

• To make recommendations to the Board, the remuneration, fees and other remuneration packages payableto executive directors;

• To recommend to the Board any performance related pay schemes for executive directors; and

• Assist the Board in ensuring the remuneration of the directors reflects the responsibility, expertise and commitment of the director concerned.

The remuneration for the Executive Directors is aligned to individual and corporate performance. All directors’ remunerations are determined by the Board as a whole while fee payable to Directors are subject to shareholders’approval.

Individual Directors do not participate in the deliberation and will abstain in the decision regarding their own remuneration package.

The details of Directors remuneration for the financial year ended 30 June 2014 are disclosed below.

The number of Directors with total remuneration falling into the following different bands is as follow:-

Remuneration Band (RM) No of Executive Directors Number of Non-Executive Directors

Up to 50,000 - 5600,001 to 650,000 1 -850,001 to 900,000 2 -2,050,001 to 2,100,000 1 -

Total 4 5





The aggregate remuneration of the Directors categorized into appropriate components is as follow:-

Non- Executive Executive Director Director Total (RM) (RM) (RM) %

Fees 80,000 61,300 141,300 3.15Salaries 3,528,000 - 3,528,000 78.72Bonuses 300,000 - 300,000 6.70EPF 459,360 - 459,360 10.25Estimated value of benefits-in-kind 53,000 - 53,000 1.18

Total 4,420,360 61,300 4,481,660 100.00

B. SHAREHOLDERS

1. COMMUNICATION WITH SHAREHOLDERS AND INVESTORS

The Group values the need and importance of effective and clear communication with shareholders and investors.As such, the Group ensures timely dissemination of information through appropriate communication channels toshareholders and investors to ensure that they are properly informed of major developments of the Group. Suchinformation is communicated to them through the Annual Report and the various disclosures and announcementsmade to Bursa Securities from time to time. The results of Ekovest Group are also published quarterly via BursaSecurities and these information and documents are accessible at www.bursamalaysia.com. The Company alsoattends to the requests of analyst and fund managers from time to time.

The Group maintains its website at www.ekovest.com.my and contains essential corporate information of theGroup for the interest of the general public. The Group believes that clear and consistent communication with investors promotes better appreciation of the Company’s business and activities and allows the Group’s businessand prospects to be evaluated fairly. The Group has also leveraged on its corporate website to communicate, disseminate and add depth to the governance reporting and information such as the board charter is availableon-line.

2. GENERAL MEETINGS

The Company’s general meetings are an important avenue for dialogue with shareholders as it provides them withthe opportunity to seek clarification on the Group’s strategy, performance and major developments. Board members, senior management and the Group’s external auditor as well as the Company’s advisers, where relevant,are available to respond to shareholders queries during the AGM or EGM, as the case maybe. Notices of eachgeneral meeting are issued on a timely manner to all shareholders to ensure that they have sufficient time to prepareand digest issues to be raised during the meeting. As part of our agenda to ensure transparency, all queries receivedby the Minority Shareholders Watchdog Group are also presented in the general meeting for the benefit of all shareholders. The Board would ensure suitability of venue and timing of meeting and undertake other measuresto encourage shareholders’ participation in the meetings.

Shareholders have the right to demand a poll vote at general meetings and poll voting is mandated for all relatedparty transactions that require specific shareholders’ approval as per the MMLR.



GOVERNANCE

C. ACCOUNTABILITY AND AUDIT

1. FINANCIAL REPORTING

In presenting the annual audited financial statements and quarterly announcements of the unaudited consolidatedfinancial results to shareholders, the Board has taken reasonable steps to ensure a balance assessment of theGroup’s financial position and prospects. The integrity of financial reporting are influenced by the competency,quality and integrity of the management in charge of the preparation of financial reports and the competency, suitability and independence of external auditors. The Board is assisted by the Audit Committee in overseeing theGroup’s financial reporting process and the quality of its financial reporting.

2. RISK MANAGEMENT AND INTERNAL CONTROL

Board acknowledges that risk management is an integral part of good governance and that risks are inherent inall business activities. Therefore, the Group’s main objective in its risk management framework is to provide a structural means to identify, prioritize and manage the risks involved in all the Group’s activities. The Board recognizes that it is impossible to eliminate risk totally but the key to an effective risk management framework isto find the right balance between the cost and benefits of managing and treating risks, and the anticipated returnsthat will be derived from it.

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

3. RELATIONSHIP WITH EXTERNAL AUDITORS

The Group maintains a transparent relationship with the external auditors in seeking professional advise towardsensuring compliance with applicable financial reporting standards. As part of the Audit Committee reviewprocesses, the Audit Committee has obtained written assurance from the external auditors confirming that theyare, and have been, independent throughout the conduct of the audit engagement in accordance with the termsof all relevant professional and regulatory requirements. Annually, the Audit Committee also reviews the appointment, performance and remuneration of the external auditors before recommending them to the shareholders for re-appointment in the AGM.

D. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors are responsible for ensuring that:

I. The annual audited financial statements of the Group and of the Company are drawn up in accordance with theprovisions of the Companies Act, 1965 and applicable financial reporting standards so as to give a true and fairview of the state of affairs of the Group and the Company for the financial year under review; and

II. Proper accounting and other records are kept which enable the preparation of the financial statements with reasonable accuracy and taking reasonable steps to ensure that appropriate systems are in place to safeguardthe assets of the Group and to prevent and detect fraud and other irregularities.

In the preparation of the financial statements for the financial year ended 30 June 2014, the Directors have adoptedappropriate accounting policies and have applied them consistently in the financial statement with reasonable andprudent judgments and estimates. The Directors are also satisfied that all relevant approved accounting standardshave been followed in the preparation of the financial statements.


STATEMENT ONRISK MANAGEMENTAND INTERNAL CONTROL

1. INTRODUCTION

The Board of Ekovest Berhad (“the Board”) is pleased to present the following statement on Risk Management and Internal Control for the financial year ended 30 June 2014. This Statement is prepared pursuant to paragraph 15.26(b)of the Main Market Listing Requirements and guided by the “Statement on Risk Management and Internal Control – Guidelines for Directors of Listed Issuers” (“the Guidelines”) which was endorsed by the Bursa Securities.

2. BOARD'S RESPONSIBILITY

The Board understands the principal risks the Group is engaged in and acknowledges the importance of risk management and systems of internal control for safeguarding the shareholders’ investment and Group’s assets.

Principally, the Guideline suggests the Board to:

• Embed risk management in all aspects of the Group’s activities, which also encompasses subsidiaries of the Company; and

• Review risk management framework, processes, responsibilities and assessing whether the present policies andsystems provide reasonable assurance that risk is managed appropriately.

Collectively, the Board oversees and reviews the conduct of the Group’s business while Executive Directors and management execute measures and controls to ensure that risks are effectively managed.

3. RISK MANAGEMENT

The Group has an on-going process for identifying, evaluating and managing significant risks facing the organization.Functionally, all Executive Directors and senior management regularly identify and manage the business risks faced bythe Group in order to ensure that business operations are under control and corporate targets and objectives areachieved. This function is embedded and carried out as part of the Group’s operating and business managementprocesses. External and relevant professionals would be drawn on to assist and provide advices to the managementteam when necessary.

4. REVIEW MECHANISM

In order to ensure the objectivity of the review of the systems of internal control and risk management framework in theGroup, the Audit Committee is instituted by the Board to undertake this role. In conducting its review, the Audit Committee is assisted by the internal auditors who report to the Audit Committee quarterly on the state of control ofthe selected key functions. Additionally, the Audit Committee obtains feedback from the external auditors on the riskand control issues highlighted by them in the course of their statutory audit.

Management further supplements the Audit Committee review on control and risk assessment when presenting theirquarterly financial performance and results to the Audit Committee. With the management consultation, the Audit Committee reviews and analyses the interim financial results in corroboration with budget, management reports onoperations, its business development and the performance of its subsidiaries as well as deliberates the integrity of thefinancial results, annual report and audited financial statements before recommending to the Board to be presented tothe shareholders and public investors.

5. OTHER KEY ELEMENTS OF INTERNAL CONTROL

Other key elements of the system of internal control of the Group are as follows:

• Organisational structure outlining the lines of responsibilities and hierarchical structure for planning, executing, controlling and monitoring the business operations;


STATEMENT ON RISK MANAGEMENT

AND INTERNAL CONTROL

5. OTHER KEY ELEMENTS OF INTERNAL CONTROL (CONT’D)

Other key elements of the system of internal control of the Group are as follows: (Cont’d)

• Limit of authority and approval facilitating delegation of authority;

• Budgeting process and variances performance reporting for contract jobs are monitored by the Executive Directors;

• Written policies and procedures on key processes of the Group; and

• Monthly management reporting procedures for monitoring and tracking of performance of the Group.

6. MANAGEMENT RESPONSIBILITIES AND ASSURANCE

In accordance to the Bursa’s Guidelines, management is responsible to the Board for:

• identifying risks relevant to the business of the Group’s objectives and strategies implementation;

• designing, implementing and monitoring the risk management framework in accordance with the Group’s strategicvision and overall risk appetite; and

• identifying changes to risk or emerging risks, taking action as appropriate and promptly bringing these to the attention of the Board.

Before producing this Statement, the Board has received assurance from Managing Director and Chief Financial Officerthat, to the best of his knowledge that the Group’s risk management and internal control systems are operating adequately and effectively, in all material aspects.

7. BOARD ASSURANCE AND LIMITATION

In making this statement, the Board had considered the Bursa Securities’ Guidelines on Statement on Risk Managementand Internal Control.

For the financial year under review, the Board confirms that there is an ongoing process for identifying, evaluating andmanaging significant risks faced by the Group and the Board is satisfied that the existing level of systems of internalcontrol and risk management are effective to enable the Group to achieve its business objectives and there were nomaterial losses resulted from significant control weaknesses.

Nonetheless, the Board wishes to reiterate that risk management and internal control should be continuously improvedin line with the evolving business development. It should also be noted that risk management systems and systems ofinternal control are only designed to manage rather than eliminate risks of failure to achieve business objectives. Therefore, these systems can only provide reasonable but not absolute assurance against material misstatements,frauds and losses. During the current financial year, there were no major internal control weaknesses which led to material losses, contingencies or uncertainties that would require disclosure in this Annual Report.

8. REVIEW OF STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL BY EXTERNAL AUDITORS

The External Auditors had reviewed this Statement on Risk Management and Internal Control for inclusion in this annualreport for the year ended 30 June 2014 and have reported to your Board that nothing has come to their attention thatcauses them to believe that this Statement is inconsistent with their understanding of the process that the Board hasadopted in the review of the adequacy and integrity of the systems of internal control of the Group.


AUDITCOMMITTEE’SREPORT

The Board of Directors of Ekovest Berhad is pleased to present the Audit Committee Report for the financial year ended30 June 2014.

MEMBERS OF THE AUDIT COMMITTEE

The composition requirement of the Audit Committee members is in accordance with the regulatory requirements. TheAudit Committee Chairman has access to all the Executive Directors, senior management, external and internal Auditors.On a separate note, the Board is mindful of the Main Market Listing Requirements on the review of the terms of office andperformance of the Audit Committee and each of its members at least once every three (3) years. The review of the termsof office and performance of the Audit Committee and each of its members are carried out annually.

As at the date of this report, the Audit Committee comprises of 5 Independent Non-Executive Directors. During the finanacialyear under review, a total of seven (7) Audit Committee meetings were held and the record of attendances of the membersis as follows:-

Name of M

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