Corporate Information Chairman s Statement Profile of the Board of Directors Statement of Corporate Governance...

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2 Content (Company No D) Corporate Information... 2 Chairman s Statement... 3 Profile of the Board of Directors... 5 Statement of Corporate Governance... 8 Statement of Internal Control.. 13 Audit Committee Report Statement of Directors Responsibilities 18 Other Compliance Information 19 Financial Statements.. 21 Analysis of Shareholdings. 79 List of Properties Notice of Annual General Meeting.. 82 Proxy Form

3 Corporate Information Board of Directors Shahabuddin Bin Lee Seng Pun Dato' Eow Kwan Hoong Lee Seng Hoong Leom Chit Lim Jit Teng Chow Pak Lim Syed Abdullah Bin Syed Abd Kadir Dato Mohamad Suparadi Bin Md Noor Chairman Executive Director Executive Director Executive Director Non Independent, Non-Executive Director Non-Executive Director Non-Executive Director (Company No D) Chan Feoi Chun Company Secretaries Ng Yen Hoong (LS ) Wong Peir Chyun (MAICSA ) Audit Committee Syed Abdullah Bin Syed Abd Kadir - Chairman Dato Mohamad Suparadi Bin Md Noor - Member Chan Feoi Chun - Member Nomination Committee Dato Mohamad Suparadi Bin Md Noor - Chairman Syed Abdullah Bin Syed Abd Kadir - Member Remuneration Committee Syed Abdullah Bin Syed Abd Kadir - Chairman Dato' Eow Kwan Hoong - Member Chan Feoi Chun - Member Auditors Baker Tilly Monteiro Heng Chartered Accountants (AF 0117) Baker Tilly MH Tower Level 10, Tower 1, Avenue 5 Bangsar South City Kuala Lumpur, Malaysia. Tel No : Fax No : Non-Executive Director Stock Exchange Listing The Main Board of the Bursa Malaysia Securities Berhad Registrar Tricor Investor Services Sdn Bhd Level 17, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, Kuala Lumpur. Tel No : Fax No : Registered Office Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, Kuala Lumpur, Malaysia Tel No : Fax No : Corporate Business Office Lot 30745, Jalan Pandan Indah, Pandah Indah, Kuala Lumpur. Tel No : Fax No :

4 Chairman s Statement (Company No D) On behalf of the Board of Directors of Versatile Creative Berhad ( VCB ), I hereby present the Annual Report and Audited Financial Statements of the Group and of the Company for the financial year ended 31 December Business Environment In 2012 the Malaysian economy performed better, buoyed by strong domestic demand and higher investment inflow. The Malaysian GDP posted a growth of 5.6% (2011: 5.1%) while the manufacturing sector grew marginally at 4.8% (2011: 4.7%). For the year 2013, the Malaysian GDP is forecasted to grow between 5% to 6%, driven by continued domestic demand and a mild recovery in the global environment. The Group expects to maintain its performance going into However, concerns remain with regards to the pace of global recovery. Any significant deterioration would adversely impact our performance. Financial Performance Revenue for the Group increased by 11% to 60.8 million for the year ended 31 December 2012 compared to 54.8 million in the previous year. All business segments registered positive growth with contributions from both existing and new customers. The Group recorded a profit after tax of 2.1 million as compared to a loss after tax of 6.3 million mainly attributable to contributions from higher revenue recorded and the write backs of certain provisions no longer required as a result of improving business environment. The current year s result also included a deferred tax write back of 0.8 million as compared to a deferred tax charge of 0.3 million in the previous year. During the year the Group elected to measure all of its lands and buildings using the revaluation model under MFRS 116 Property, Plant and Equipment. This adoption has resulted in a revaluation surplus of million as at 31 December Net assets as at 31 December 2012 stood at 61.6 million (31 December 2011: 48.6 million). Operations Review During the year, the Group secured additional sales by expanding into non-traditional markets as part of its strategy to widen its customer base. The Company would continue to focus on its efforts to contain rising costs and to enhance its productivity through selective investments in equipment, automation and training. Appreciation On behalf of the Board and the management team, I wish to express our gratitude to our valued stakeholders, our valued customers, business partners and staff for their support and confidence in us. Shahabuddin Bin Lee Seng Pun Chairman 3

5 Chairman s Statement Financial Highlights Revenue 60,756 54,785 57,518 52,574 65,825 Profit/(Loss)before tax 1,395 (5,854) (1,150) 1,556 (13,750) Shareholders' funds/net assets 61,552 48,630 54,335 54,547 52,927 (Company No D) Revenue ('000) ,000 60,000 40,000 20,000 65,825 52,574 57,518 54,785 60, ,556 1,395 Profit/(Loss) before tax ('000) ,000 15,000 20,000 25,000 13,750 1,150 5,854 Shareholders' funds/net assets ('000), ,000 90,000 80,000 60,000 40,000 20,000 52,927 54,547 54,335 48,630 61,552 4

6 Profile of The Board of Directors (Company No D) Shahabuddin Bin Abdullah (Chairman and Non-Independent Executive Director, Malaysian), aged 70, was appointed to the Board of VCB and elected as Chairman on 28 October He graduated from the University of Malaya with a Bachelor of Arts (Hons) Degree in 1966 and started his career as Production Controller with Metal Box Malaysia Bhd ( Metal Box ), a company which was principally involved in packaging. He was promoted to Branch Manager in He was appointed as Director of Metal Box, Security Printing Bhd and Plasticon Bhd in He has held various positions in the group including that of Operations Director, Manufacturing Director, Technical and Strategic Planning Director during his career with Metal Box. Encik Shahabuddin has more than thirty (30) years of experience in the printing and packaging industry and with his extensive knowledge and experience, he has contributed to the sound management and progress of the company. He is the brother of Mr Lee Seng Hoong and is deemed to be the Major shareholder of VCB by virtue of his wife's (Noor Azmi bte Ahmad) 30% shareholding in Wisefield Resources Sdn Bhd, which owns 100% of Versatile Credit & Leasing Sdn Bhd. He has no conflict of interest with VCB and has no convictions for any offences within the past 10 years other than traffic offences. Dato Eow Kwan Hoong (Non-Independent Executive Director, Malaysian), aged 60, was appointed to the Board on 28 October He was appointed as an Executive Director of Versatile Paper Boxes Sdn Bhd and its subsidiaries in He is a member of the Malaysian Institute of Accountants as well as a fellow member of the Chartered Institute of Management Accountants, (CIMA) United Kingdom. He joined the Lion Group as an Accounts Manager in After serving the Group for 17 years and holding the post of Group Chief Accountant, he resigned in December 1997 and joined IRIS Corporation Berhad. Currently, he holds Directorships in IRIS Corporation Berhad, Delloyd Ventures Berhad and Lion Forest Industries Berhad. In addition, he also sits on the Boards of several Malaysian private limited companies. In April 2013, he was appointed as a council member of the CIMA Council of the United Kingdom. He is also the Chairman of the South East Asia Regional Board of CIMA. He has no family relationship with any other Director and/or substantial shareholder of VCB. He has no conflict of interest with VCB and has no convictions for any offences within the past 10 years other than traffic offences. Lee Seng Hoong (Non-Independent Executive Director, Malaysian), aged 64, was appointed to the Board on 28 October He was appointed as an Executive Director of Versatile Paper Boxes Sdn Bhd and its subsidiaries in He holds a Bachelor of Economics (Hons) Degree from the University of Malaya. He started his career as an Officer with Standard Chartered Bank, Malaysia in 1973 and has served the Bank in various capacities including lending, trade finance, branch and retail banking. In 1989, he was seconded to Hong Kong as a Senior Business Analyst responsible for the implementation of the Bank Group's core deposits processing system. He returned to Malaysia in 1992 and headed the project which successfully implemented the system for the Bank in Malaysia. In 1994, he was appointed as Head of the Cards Division, responsible for the Bank's credit cards business in Malaysia. He left the Bank in 1996 and represented IRIS Technologies (M) Sdn Bhd as an independent consultant in 1997 on the Multi-Purpose Card Advisory Panel formed by Bank Negara Malaysia to advise the Government on the drafting of the Concept Request for Proposal in relation to the national Multi-Purpose Card project. He has retired from his position as the Executive Director, Operations for IRIS Corporation Berhad. He is the brother of Encik Shahabuddin Bin Abdullah. He has no conflict of interest with VCB and has no convictions for any offences within the past 10 years other than traffic offences. 5

7 Profile of The Board of Directors Leom Chit Lim Jit Teng (Non-Independent Executive Director, Malaysian), aged 59, was appointed to the Board on 28 October He worked in the colour separation industry for 15 years before setting up Imagescan Creative Sdn Bhd ("Imagescan") in 1992 with a small capital and a team of eight (8) supporting staff. He is actively involved in the management and operation of the business. Imagescan grew over the years and today has a diverse clientele which include international advertising agencies and overseas publishing houses. He continues to play an important role in the formulation of corporate plans and setting the directions of Imagescan. He has no family relationship with any other Director and/or substantial shareholder of VCB. He has no conflict of interest with VCB and has no convictions for any offences within the past 10 years other than traffic offences. (Company No D) Chow Pak Lim (Non-Independent Non-Executive Director, Malaysian), aged 58, was appointed to the Board on 28 October He started his career with Versatile in 1973 as a sales personnel and rose through rank and file to his current position. He has extensive experience in the manufacturing and trading of paper box packaging and offset printing, having worked in the printing and packaging industry for more than thirty (30) years. He has no family relationship with any other Director and/or substantial shareholder of VCB. He has no conflict of interest with VCB and has no convictions for any offences within the past 10 years other than traffic offences. Syed Abdullah Bin Syed Abd Kadir (Independent Non-Executive Director, Malaysian), aged 59, was appointed to the Board on 28 October 2003 and is also the Senior Independent Non-Executive Director. He graduated with a double degree in Bachelor of Science (Engineering Production) and Bachelor of Commerce (Economics) from the University of Birmingham, United Kingdom in He has extensive experience in the banking and financial services sector, having worked in a commercial bank (Hongkong and Shanghai Banking Corporation Ltd), a merchant bank (Bumiputera Merchant Bankers Berhad) and a public listed company (Amanah Capital Partners) with subsidiaries involved in, among others, discount house, money broking, unit trusts, finance companies and fund management operations. Presently, he is also a Director of IRIS Corporation Berhad, YTL Corporation Berhad, YTL Power International Berhad, YTL E-Solutions Berhad, Extiva Communications Sdn Bhd and Stenta Films (M) Sdn. Bhd. He has no family relationship with any other Director and/or substantial shareholder of VCB. He has no conflict of interest with VCB and has no convictions for any offences within the past 10 years other than traffic offences. 6

8 Profile of The Board of Directors (Company No D) Dato' Mohamad Suparadi Bin Md Noor (Independent Non-Executive Director, Malaysian), aged 54, was appointed to the Board on 28 October He started his career as Assistant Accountant with Bank Bumiputra (M) Berhad in In 1988, he became a Dealer Representative in BBMB Securities Sdn Bhd. Subsequently, he became a remisier in SJ Securities Sdn Bhd in Since 2002, he was appointed as the Chairman of National Sports Complex, Bukit Jalil. Currently, he is the Chairman of Chart Plus (M) Sdn Bhd and CPS Master Sdn Bhd and a Director of IRIS Corporation Berhad. He has no family relationship with any other Director and/or substantial shareholder of VCB. He has no conflict of interest with VCB and has no convictions for any offences within the past 10 years other than traffic offences. Chan Feoi Chun (Independent Non-executive Director, Malaysian), age 60, was appointed to the Board on 23 January He is a Fellow of the Chartered Institute of Management Accountants, UK (CIMA), a Member of Malaysian Institute of Accountants and a Graduate of the Institute of Chartered Secretaries and Administrators UK (ICSA). He also holds a Master of Business Studies (Banking & Finance) from University College Dublin, Ireland. He is an independent non-executive director of Perisai Petroleum Teknologi Berhad and Iris Corporation Berhad. He is currently employed as the Chief Executive Officer of Swiss Garden International Vacation Club Bhd. He held various senior positions in PJD Holdings Berhad Group of Companies. Prior to joining the PJD Group in 1994, he held senior management positions in the financial services Group of MBF Holdings. He is currently a Regional Board Member for South East Asia, CIMA. He has no family relationship with any other Director and/or substantial shareholder of VCB. He has no conflict of interest with VCB and has no convictions for any offences within the past 10 years other than traffic offences. 7

9 Statement of Corporate Governance The Board of Directors fully appreciates the importance of adopting high standards of corporate governance within the Group. In this regard, the Board is fully committed to the maintenance of high standards of corporate governance by supporting and implementing the best practices of the Malaysian Code on Corporate Governance ( Code ). The Board is pleased to provide the following statement, which outlines the main corporate governance practices that were in place throughout the financial year. Principle Statements The following statements set out how the Company has applied the principles in Part 1 of the Code. (Company No D) A. Directors The Board The Group recognises the important role played by the Board of Directors in setting out the direction and operations of the Group and ultimately the enhancement of long-term shareholder value. To fulfill this role, the Board is responsible for the overall corporate governance of the Group, including its strategic direction, establishing goals for management and monitoring the achievement of these goals, formulation of policies and overseeing and monitoring the investments and business of the Group. Meetings The Board schedules to meet at least four (4) times a year at quarterly intervals with additional meetings convened when necessary. The Board meetings will deliberate upon and consider a variety of matters including the Group's financial results, major investments and strategic decisions and the business plan and directions of the Group. The Board receives documents on matters requiring its consideration prior to and in advance of the meetings. All proceedings from the Board meetings are minuted. Details of each Director s meeting attendances during financial year are as follows: Number of Board Meetings Directors Attended Shahabuddin Bin Lee Seng Pun Chairman 4/4 Dato Eow Kwan Hoong Executive Director 4/4 Lee Seng Hoong Executive Director 4/4 Leom Chit Lim Jit Teng Executive Director 4/4 Chow Pak Lim Non-Independent, 3/4 Non-Executive Director Syed Abdullah Bin Syed Abd Kadir Independent Non-Executive Director 4/4 Dato' Mohamad Suparadi Bin Md Noor Independent Non-Executive Director 4/4 Chan Feoi Chun Independent Non-Executive Director 4/4 8

10 Statement of Corporate Governance (Company No D) Board Committees The Board of Directors delegates certain responsibilities to the Nomination Committee, the Remuneration Committee and the Audit Committee. All committees have written terms of reference and operating procedures, and the Board receives reports of their proceedings and deliberations. The Chairmen of the various committees will report to the Board the outcome of the Committee meetings and such reports are incorporated in the minutes of the full Board meeting. These committees were formed in order to enhance business and operational efficiency as well as efficacy. The Board retains full responsibility for the direction and control of the Company and of the Group. Board Committee Nomination Committee The Nomination Committee comprised two Independent Directors, Dato Mohamad Supardi Bin Md Noor (Chairman) and Syed Abdullah Bin Syed Abd Kadir. During the coming year 2013, the Committee plans to meet more regularly to ensure that Company strives to comply with the guidelines and recommendations in the revised Malaysian Code of Corporate Governance. Board Committee Audit Committee The Audit Committee comprised three Independent Directors, Syed Abdullah Bin Syed Abd Kadir (Chairman), Dato Mohamad Supardi Bin Md Noor and Chan Feoi Chun (who is a member of the Malaysian Institute of Accountants). Please refer to the Audit Committee Report and the Statement of Internal Control for more details of the Audit Committee roles and activities. Board Balance As at the date of this statement, the Board consists of eight (8) members comprising three (3) Independent Non-Executive Directors, one (1) Non-Independent Non-Executive Director and four (4) Executive Directors. The concept of independence adopted by the Board is in tandem with the definition of an Independent Director based on the Listing Requirements of Bursa Malaysia. The key elements for fulfilling the criteria are the appointment of Directors who are not members of management (Non-Executive Directors) and who are free of any relationship which could interfere with the exercise of independent judgment or the ability to act in the best interests of the Company. The Board is satisfied that the current Board composition fairly reflects the interests of minority shareholders in the Company. Supply of Information The Board recognises that the decision making process is highly contingent on the strength of information furnished. As such, Directors have unrestricted access to any information pertaining to the Company. The Chairman plays a key role in ensuring that all Directors have full and timely access to information with Board papers circulated in advance of the Board meetings. This ensures that Directors have sufficient time to appreciate issues deliberated at the Board meetings and expedites the decision making process. A comprehensive balance of financial and non-financial information is encapsulated in the papers covering strategic, operational, regulatory, marketing and human resources issues. Every Director has also unhindered access to the advice and services of the Company Secretaries. The Board believes that the current Company Secretaries are capable of carrying out their duties to ensure the effective functioning of the Board. The Audit Committee reviews issues of accounting policies and presentations for external financial reporting and ensures that an objective professional relationship is maintained with the external auditors. Detailed periodic briefings on the industry outlook and Company performance are also conducted for the Directors to ensure that the Board is well informed on the latest market and industry trends. 9

11 Statement of Corporate Governance Appointments to the Board Appointment process The proposed appointment of new member(s) of the Board is recommended by the Nomination Committee, which is made up of two Non-Executive Directors. The terms of reference of the Nomination Committee are as follow: To assess and recommend to the Board, the minimum requirements for the Board such as required mix of skills, experience, qualification and other core competencies required of a Director. To assess the suitability of candidates for appointment as members of the Board. (Company No D) To recommend the proposed appointment of new member(s) to the Board. To recommend to the Board, the members of any committees proposed to be established by the Board. To assess the effectiveness of the Board as a whole, the committees of the Board and the contribution of each individual Director through annual reviews. To consider and recommend any other measures for enhancing the effectiveness of the Board. The Board appoints its members through a formal process, which is consistent with the Articles of Association of the Company. The Company Secretaries will ensure that all appointments are properly made, and that legal and regulatory obligations are met. The Board believes that the current composition of the Board brings the required mix of skills and core competencies required for the Board to discharge its duties effectively. Director's Training All the Directors of the Company have completed the Mandatory Accreditation Programme prescribed by Bursa Malaysia. During the course of the year, they received briefings and updates on the Group s businesses, operations, risk management, internal controls, finance and any new or changes to the companies and other relevant legislation, rules and regulations. The Directors are encouraged to attend briefings, conferences, forums, trade fairs (locally and internationally), seminars and training to keep abreast with the latest developments in the industry and to enhance their skills and knowledge. Amongst the training and seminar courses attended by some of the directors were as follows: MasterClass Series: Good To Great. The Winning MindSet Programme. The Malaysian Code on Corporate Governance Making the Most of the Chief Financial Officer Role Everyone s Responsibility. Governance, Risk Management and Compliance What Directors Should Know. Corporate Governance/Enterprise Risk Management, Personal Data Protection Act, 2010 and Competition Act The Directors will undertake to continue to attend relevant trainings and seminars courses in 2013 to enhance their skills and knowledge for the purpose of discharging their duties and responsibilities. 10

12 Statement of Corporate Governance (Company No D) B. Directors' remuneration The Directors' remuneration is structured to attract, retain and motivate Directors of the quality required to manage the business of the Company and to align the interests of the Directors with those of the shareholders. The Board appointed a Remuneration Committee with the following terms of reference: To review and recommend to the Board the terms of engagement and the remuneration packages of the Executive Directors To review the performance of the Executive Directors To review and recommend to the Board the revisions and improvements of remuneration packages, fringe benefits, perquisites and bonuses as considered appropriate for the Group's Executive Directors. The Remuneration Committee meeting was held once subsequent to the financial year and was attended by all the members of the Committee. Details of the Directors remuneration Details of remuneration paid to Directors of the Group for the financial year ended 31 December 2012, are as follows:- Basic salary Bonuses Fees Others Total Non-Executive ,348-81,348 Executive 463,620-51, ,620 Total 463, , ,968 Remuneration (per annum) Non-Executive Executive 50,000 - below 5-50, , , , , , , ,000-1 Executive Directors may receive bonuses based on the achievement of specific goals related to the performance of the operating results. Non-Executive Directors do not receive any performance related remuneration. 11

13 Statement of Corporate Governance C. Shareholders The Board acknowledges the need for shareholders to be informed of all material business matters affecting the Group. In addition to the various announcements made, the timely release of financial results on a quarterly basis provides shareholders and the investing public with an overview of the Group's performance and operations. In addition, the Board encourages full participation by shareholders at every Annual General Meeting and Extraordinary General Meeting of the Company and opportunity will be given to the shareholders to ask questions and seek clarification on the Group's business activities and financial performance. (Company No D) D. Accountability and Audit Financial Reporting The Board aims to provide and present a balanced and meaningful assessment of the Group's financial performance and prospects at the end of the financial year, primarily through the annual financial statements and quarterly announcement of results to the shareholders as well as the Chairman's statement and review of operations in the annual report. The Board is assisted by the Audit Committee to oversee the Group's financial reporting processes and the quality of its financial reporting. In preparing the financial statements, the Directors have selected and applied consistently suitable accounting policies and made reasonable and prudent judgments and estimates. The Directors also have a general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and irregularities. Relationship with the Auditors Key features underlying the relationship of the Audit Committee with the external auditors are included in the Audit Committee's terms of reference. A summary of the activities of the Audit Committee during the year are set out in the Audit Committee Report. Compliance Statement Save and except where stated otherwise, the Company has complied throughout the financial year with all the best practices of corporate governance. E. Corporate Social Responsibilities The Company recognizes its social obligation to society and strives for a balanced approach between fulfilling its key business objectives and contributing to society and the environment. In its continuous effort to improve and promote safety in the workplace and its surrounding environment, the Company organized a VCB Safety Day in conjunction with the World Day for Safety and Health at Work celebrated by the International Labour Organization. Various activities and talks were conducted to promote and improve safety awareness for employees, members of their family and the public. The Company continuously strives to identify ways to make its manufacturing processes more environmentally friendly. These demonstrate the Company s commitment and seriousness in taking on its corporate social responsibility through its daily business operations. The Company also encourages and support its employees to actively engage in CSR-related activities. 12

14 Statement of Internal Control (Company No D) Introduction Paragraph 15.26(b) of the Bursa Malaysia Listing Requirements require the Board of Directors of public listed companies to include in its annual reports a statement about the state of internal controls of the listed issuer as a group. The Board of Directors ( the Board ) of Versatile Creative Berhad ( Versatile or the Group ) is committed to maintaining a sound system of internal control in the Group and is pleased to provide the following statement, which outlines the nature and scope of internal control of the Group during the financial year. Board Responsibility The Board of Directors of Versatile acknowledges the importance of the systems of internal control and affirms that it is their responsibility to maintain a sound system of internal control including review of its adequacy and integrity in safeguarding the Group's value. In this respect, the Board of Directors assumes its responsibility for identifying principal risks, ensuring the implementation of appropriate systems to manage these risks and reviewing the adequacy and integrity of the Group's internal control system. However, it should be noted that such system of internal control is designed to manage rather than eliminate the risk of failure to achieve business objectives. Therefore these systems can only provide reasonable and not absolute assurance against material misstatements or losses. Risk Management Risk management forms an integral part of the Group s business operations. The process of identifying, evaluating, monitoring and managing significant risks is embedded in the various work processes and procedures of the respective operational functions and management team. Any significant issues and controls implemented were discussed at the regular operations and monthly management meetings. Internal Controls The process of identifying, evaluating and managing significant risks faced by the Group was dealt with as part of the operations management, which was carried out by the subsidiaries' Managing Directors and senior management continuously throughout the year under review and is subject to on-going improvement. Meetings are held regularly at the Group's management level to review changes in the business environment and its impact on the operations. Corporate issues and matters discussed at the Group's management levels are brought to the attention of the Board of Directors for further deliberation to ensure that risks are appropriately considered and addressed. Business strategies are reviewed and refined at the same time to ensure that strategies are in-line with the corporate expectation. In order to assist the Board of Directors in reviewing the internal control system of the Group, the Audit Committee is tasked to review the compliance, control and audit issues with the assistance of both internal and external auditors. Issues and findings from the reviews are reported by the Audit Committee to the Board of Directors and steps are taken to improve the internal control system. Furthermore, the Group's key controls include the management review of performance of the Group to the Board of Directors. In addition, annual budget is prepared, approved and used as a yardstick of measurement of the Group's performance. Weaknesses in Internal Controls that Result in Material Losses There were no material losses incurred during the current financial year as a result of weaknesses in internal control. Management continues to take measures to strengthen the control environment. Based on the above, the Board of Directors is of the opinion that the internal controls in place are adequate. This statement is made pursuant to a resolution of the Board of Directors dated 26 April

15 Statement of Internal Control Internal Audit Function Sterling Business Alignment Consulting Sdn Bhd ( Sterling ), an independent internal audit service provider, supports the Audit Committee, and by extension, the Board, by providing independent assurance on the effectiveness of the Group s system of internal controls. Sterling submits audit report and plan status for review and approval to the Audit Committee which included the reports with the recommended corrective measures on risks identified, if any, for implementation by the management of the business units and operation. The internal audit work plan, which reflects the risk profile of the Group s major business sectors is periodically reviewed and approved by the Audit Committee. (Company No D) For the financial year ended 31 December 2012, the total costs incurred for the outsourced internal audit function is 38,000. Review of Statement by the External Auditors The external auditors have reviewed this Statement on Internal Control for inclusion in this Annual Report and had reported to the Board that nothing has come to their attention that causes them to believe that the statement is inconsistent with their understanding of the process adopted by the Board in reviewing the adequacy and integrity of the system of internal control. CONCLUSION For the year under review, the Board is of the opinion that the internal control system currently in place is adequate and effective to safeguard the Group s interests and assets. For the coming year, the Board will continually assess the adequacy and effectiveness of the Group s system of internal control and to strengthen it, as and when necessary. This statement is made in accordance with the resolution passed by the Board dated 26 April

16 Audit Committee Report (Company No D) Membership The present members of the Audit Committee (the Committee ) comprise: Syed Abdullah bin Syed Abd Kadir Dato' Mohamad Suparadi bin Md Noor Chan Feoi Chun Terms of Reference The primary function of the Audit Committee is to assist the Board of Directors in fulfilling the following oversight objectives on the Group's activities: a. Risk Management To review the adequacy and effectiveness of risk management, internal control and governance systems instituted in the Group. b. Internal Audit Function To review the adequacy of the scope of the audits conducted by the Internal Auditors. c. External Audit To evaluate the external auditors' audit plans, scope of their audits and their audit reports. The performance of the external auditors and make recommendations to the Board of Directors on their appointment and remuneration. d. Audit Reports Internal and external audit reports to ensure that remedial actions are taken by management on significant lapses in controls and procedures that are identified. Significant internal and external audit findings and management's responses. e. Financial Reporting To review the quarterly and annual financial statements of the Group for recommendation to the Board of Directors for approval, focusing particularly on: - changes in or implementation of new accounting policies and practices; - significant and unusual events; and - compliance with the applicable approved accounting standards and other legal and regulatory requirements. f. Related Party Transactions Any related party transactions that may arise within the Group. g. Other Matters Such other matters as the Committee considers appropriate or as authorised by the Board of Directors. 15

17 Audit Committee Report Meeting The Committee convened four (4) meetings, and the attendance of each committee member is as follows:- Directors Attended Syed Abdullah Bin Syed Abd Kadir Chairman 4/4 Dato' Mohamad Suparadi Bin Md Noor Member 4/4 Chan Feoi Chun Member 4/4 (Company No D) The meetings were appropriately structured through the use of agendas, which were distributed to members with sufficient notification. Summary of activities during the financial year During the year, the Committee has carried out its duties in accordance with its terms of reference. The main activities undertaken by the Committee were as follows: Reviewed the external auditors' scope of work and audit plans for the year. Prior to the audit, representatives from the external auditors presented their audit strategy and plan. Reviewed with the external auditors the results of the audit, the audit report and the management letter, including management's response. Consideration and recommendation to the Board for approval of the audit fees payable to the external auditors. Reviewed independence, objectivity and effectiveness of services provided by the external auditors. Reviewed the internal audit reports, which highlighted the audit issues, recommendations and management's response. Discussed with management actions taken to improve the system of internal control based on improvement opportunities identified in the internal audit reports. Reviewed the application of corporate governance principles and the extent of the Group's compliance with the best practices set out under the Malaysian Code on Corporate Governance for the purpose of preparing the Corporate Governance Statement and Statement on Internal Control pursuant to the Listing Requirements. Reviewed the annual report and the audited financial statements of the Company prior to submission to the Board for their consideration and approval. The review was to ensure that the audited financial statements were drawn up in accordance with the provisions of the Companies Act 1965 and the applicable approved accounting standards for entities other than private entities issued by the Malaysian Accounting Standards Board. Any significant issues resulting from the audit of the financial statements by the external auditors were deliberated. Reviewed the quarterly unaudited financial results announcements before recommending them for the Board's approval. In respect of the quarterly and year end financial statements, reviewed the Company's compliance with the Listing Requirements of the Bursa Malaysia, Financial Reporting Standards and other relevant legal and regulatory requirements. Reviewed the related party transactions entered into by the Group. 16

18 Audit Committee Report (Company No D) Internal audit function The internal audit function is independent of the activities or operations of other operating units. The principal role of this function is to undertake independent, regular and systematic reviews of the risk management, internal control and governance systems so as to provide reasonable assurance that such systems continue to operate satisfactorily and effectively. It is the responsibility of the internal audit function to provide the Audit Committee with independent and objective reports on the state of internal controls and governance of the various operating units within the Group and the extent of compliance of the units with the Group's established policies and procedures as well as relevant statutory requirements. Composition The Board shall elect and appoint Committee members from amongst their number, comprising no fewer than three (3) Directors, the majority of which shall be Independent Non-Executive Directors of the Company. The Board shall at all times ensure that at least one (1) member of the Committee shall be a member of the Malaysian Institute of Accountants. If a member of the Committee resigns, dies or for any reason ceases to be a member with the result that the number of members is reduced below three (3), the Board shall within three (3) months of the event appoint such number of new members as may be required to fill the vacancy. The Chairman of the Committee shall be an Independent Non-Executive Director. No alternate Director may be appointed as a member of the Committee. Quorum and Committee's procedures Meetings shall be conducted at least four (4) times annually, or more frequently as circumstances dictate. In order to form a quorum for the meeting, the majority of the members present must be Independent Non-Executive Directors. In the absence of the Chairman, the members present shall elect a Chairman for the meeting from amongst the members present. The Company Secretaries shall be appointed Secretaries of the Committee. The Committee may, as and when deemed necessary, invite other Board members and senior management members to attend the meetings. The Chairman shall submit an annual report to the Board summarising the Committee's activities during the year and the related significant results and findings. Authority The Committee is authorised by the Board to seek any information it requires from the employees, who are required to cooperate with any request made by the Committee. The Committee shall have full and unrestricted access to any information pertaining to the Group. The Committee shall have direct communication channels with the external auditors and with senior management of the Group and shall be able to convene meetings with the external auditors whenever it considers necessary. Responsibilities and duties In fulfilling its primary objectives, the Committee has undertaken their responsibilities and duties of reviewing with the external auditor, the audit scope and plan, including any changes to the planned scope of the audit plan and reviewing the adequacy of the internal audit scope and plan, functions and that it has necessary authority to carry out its work. 17

19 Statement of Directors Responsibilities The Directors are required by law to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Group and of the Company at the end of the financial year and of the results and cash flows of the Group and of the Company for the financial year then ended. The Directors consider that, in preparing the financial statements for the financial year ended 31 December 2012, the Group has used appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent. The Directors also consider that all applicable approved accounting standards have been followed. (Company No D) The Directors are responsible for ensuring that the Group and the Company keep accounting records which disclose with reasonable accuracy at any time the financial position of the Group and of the Company and which enable them to ensure that the financial statements comply with the provisions of the Companies Act, 1965 and the applicable approved accounting standards in Malaysia. The Directors are also responsible for taking reasonable steps to safeguard the assets of the Group and of the Company to prevent and detect fraud and other irregularities. This Statement is made pursuant to a resolution of the Board of Directors dated 26 April

20 Other Compliance Information (Company No D) Material Contracts There were no material contracts of the Company and its subsidiaries involving Directors and/or major shareholders entered into since the end of the previous financial year. Share Buybacks There were no share buybacks by the Company. Options, Warrants or Convertible Securities There were no options, warrants or convertible securities issued or exercised during the financial year. American Depository Receipt ( ADR ) or Global Depository Receipt ( GDR ) Programme The Company did not sponsor any ADR or GDR programme during the financial year. Imposition of Sanctions/Penalties There were no public sanctions and/or penalties imposed on the Company and its subsidiary companies, Directors or management during the year. Non-Audit Fees Paid to External Auditors or a firm or company affiliated to the auditors' firm Non-audit fees paid to external auditors or a firm or company affiliated to the auditors' firm has been disclosed under the notes to the financial statements. Variation in Results There were no profit estimates, forecasts or projections or unaudited results released which differ by 10% or more from the audited results. Profit Guarantees There were no profit guarantees received or given by the Company. Revaluation of Landed Properties The Group has elected to measure all of its lands and buildings using the revaluation model under MFRS116 Property, Plant and Equipment. This adoption has resulted in a revaluation surplus of million as at 31st December Contracts Relating to Loans There were no contracts relating to loans made by the Company in respect of the abovementioned contracts. 19

21 This page has been intentionally left bank 20

22 FINANCIAL STATEMENTS (Company No D) Contents Page No Directors Report 22 Financial Statements Statements Of Financial Position 27 Statements Of Comprehensive Income 28 Statements Of Changes In Equity 29 Statements Of Cash Flows 30 Notes To The Financial Statements 32 Supplementary Information On The Breakdown Of Realised And Unrealised Losses 74 Statement By Directors 75 Statutory Declaration 76 Independent Auditors Report 77 21

23 VERSATILE CREATIVE BERHAD (Incorporated in Malaysia) AND ITS SUBSIDIARIES DIRECTORS' REPORT The directors hereby submit their report together with the audited financial statements of Versatile Creative Berhad ( the Company ) and its subsidiaries ( the Group ) for the financial year ended 31st December PRINCIPAL ACTIVITIES The principal activity of the Company is investment holding. The principal activities of the subsidiaries are disclosed in Note 7 to the financial statements. There have been no significant changes in the nature of these principal activities during the financial year. RESULTS GROUP COMPANY Profit/(Loss) for the financial year 2,136,844 (490,758) Attributable to: Owners of the Company 2,136,844 (490,758) Non-controlling interests 2,136,844 (490,758) DIVIDEND No dividend was paid or declared by the Company since the end of the previous financial year. The directors do not recommend the payment of any dividend in respect of the financial year ended 31st December RESERVES AND PROVISIONS There were no material transfers to or from reserves and provisions during the financial year other than as disclosed in the financial statements. BAD AND DOUBTFUL DEBTS Before the statements of comprehensive income and statements of financial position of the Group and of the Company were made out, the directors took reasonable steps to ascertain that action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts, and had satisfied themselves that all known bad debts had been written off and that adequate allowance had been made for doubtful debts. At the date of this report, the directors are not aware of any circumstances that would render the amount written off for bad debts, or the amount of the allowance for doubtful debts, in the financial statements of the Group and of the Company inadequate to any substantial extent. 22

24 CURRENT ASSETS Before the statements of comprehensive income and statements of financial position of the Group and of the Company were made out, the directors took reasonable steps to ensure that any current assets, other than debts, which were unlikely to be realised in the ordinary course of business, their values as shown in the accounting records of the Group and of the Company had been written down to an amount that they might be expected to be realised. At the date of this report, the directors are not aware of any circumstances that would render the values attributed to the current assets in the financial statements of the Group and of the Company misleading. VALUATION METHODS At the date of this report, the directors are not aware of any circumstances which have arisen which render adherence to the existing methods of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate. CONTINGENT AND OTHER LIABILITIES At the date of this report, there does not exist:- (i) (ii) any charge on the assets of the Group and of the Company that has arisen since the end of the financial year which secures the liabilities of any other person, or any contingent liability in respect of the Group and of the Company that has arisen since the end of the financial year. No contingent liabilities or other liabilities of the Group and of the Company has become enforceable, or is likely to become enforceable within the period of twelve months after the end of the financial year which, in the opinion of the directors, will or may substantially affect the ability of the Group and of the Company to meet their obligations as and when they fall due. CHANGE OF CIRCUMSTANCES At the date of this report, the directors are not aware of any circumstances, not otherwise dealt with in this report or the financial statements of the Group and of the Company that would render any amount stated in the financial statements misleading. ITEMS OF AN UNUSUAL NATURE The results of the operations of the Group and of the Company for the financial year were not, in the opinion of the directors, substantially affected by any item, transaction or event of a material and unusual nature. No item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and at the date of this report likely to affect substantially the results of the operations of the Group and of the Company for the financial year in which this report is made. 23

25 ISSUE OF SHARES AND DEBENTURES The Company did not issue any shares and debenture during the financial year. DIRECTORS The names of the directors of the Company in office since the date of the last report and at the date of this report are:- Shahabuddin bin Lee Seng Pun Dato Eow Kwan Hoong Lee Seng Hoong Chow Pak Lim Leom Chit Lim Jit Teng Syed Abdullah bin Syed Abd Kadir Dato Mohamad Suparadi bin Md Noor Chan Feoi Chun Chong Khek Ah Appointed on and resigned on DIRECTORS INTERESTS According to the Register of Directors Shareholdings kept by the Company under Section 134 of the Companies Act, 1965, the interests of those directors who held office at the end of the financial year in shares in the Company and its related corporations during the financial year ended 31st December 2012 are as follows:- Number of ordinary shares of 1/- each At At / Bought Sold Date of appointment Direct interest: Chow Pak Lim 4,514, ,000 3,010,700 1,902,079 Leom Chit Lim Jit Teng 3,265, ,265,552 Chan Feoi Chun 50, ,000 Chong Khek Ah 5,000 6,000-11,000 Indirect interests: Chow Pak Lim * 197, ,000 Deemed interest: Chow Pak Lim ** 2,962, ,000 2,505,196 Shahabuddin bin Lee Seng Pun *** 22,837, ,837,821 * Miss Au Lai Yoong is the wife of Chow Pak Lim. In accordance with Section 134(12)(c) of the Companies Act, 1965, the interests of Miss Au Lai Yoong in the shares of the Company shall also be treated as the interests of Chow Pak Lim. ** Deemed interested by virtue of shares held by persons connected to Chow Pak Lim. 24

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