SIME DARBY PROPERTY BERHAD (Incorporated in Malaysia)

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1 REPORTS AND FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE A7/py

2 LEGAL FORM Public company limited by shares PLACE OF INCORPORATION AND DOMICILE Malaysia DIRECTORS Tan Sri Dato Sri Abdul Wahid Omar (Chairman) Dato Sri Amrin Awaluddin Dato Rohana Tan Sri Mahmood Datuk Tong Poh Keow Tengku Datuk Seri Ahmad Shah Alhaj ibni Almarhum Sultan Salahuddin Abdul Aziz Shah Alhaj Dato Johan Ariffin Dato Jaganath Derek Steven Sabapathy Datuk Dr Mohd Daud Bakar Dato Seri Ahmad Johan Mohammad Raslan Datin Norazah Mohamed Razali SECRETARY Moriami binti Mohd AUDITORS PricewaterhouseCoopers (No. AF: 1146) Chartered Accountants REGISTERED OFFICE Level 10, Block G No. 2, Jalan PJU 1A/7A Ara Damansara, PJU 1A Petaling Jaya Selangor Darul Ehsan

3 CONTENTS Pages Directors Report 1-6 Statement by Directors 7 Statutory Declaration 7 Independent Auditors Report 8-12 Financial Statements Statements of Comprehensive Income Statements of Financial Position Statements of Changes in Equity Statements of Cash Flows Notes to the Financial Statements

4 DIRECTORS REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017 The Directors have pleasure in presenting their Report together with the audited financial statements of the Group and of the Company for the financial year ended 30 June PRINCIPAL ACTIVITIES The Company is principally engaged in the business of investment holding, property development and provision of management services. The principal activities of the subsidiaries, joint ventures and associates are stated in Note 44 to the financial statements. There have been no significant changes in the nature of these activities during the financial year other than the discontinuing operations as disclosed in Note 15 to the financial statements. CORPORATE PROPOSAL On 27 February 2017, the Board of Directors of Sime Darby Berhad, the Company s immediate holding company, announced that it had approved the proposal to create three stand-alone listed entities which will be pure plays in the plantation, property and trading & logistics sectors on the Main Market of Bursa Malaysia Securities Berhad (Bursa Securities) with the aim of unlocking sustainable value ( The Proposal ). The Proposal involves the restructuring of share capital of the Company including redemption of redeemable preference share via issuance new shares in the Company, restructuring of intercompany borrowings, transfer of certain assets including land and the distribution of Sime Darby Berhad s entire shareholding in the Company to the shareholders of Sime Darby Berhad. Upon the completion of the Proposal, the Company will be listed on the Main Market of Bursa Securities. The completion of the Proposal is subjected to the approval of the Securities Commission, Bursa Securities and shareholders of Sime Darby Berhad. FINANCIAL RESULTS The results of the Group and of the Company for the financial year ended 30 June 2017 were as follows: Group Company RM 000 RM 000 Profit before taxation 836, ,954 Taxation (154,547) (15,912) Profit for the financial year from continuing operations 682, ,042 Profit for the financial year from discontinuing operations 26,838 - Profit for the financial year 709, ,042 Profit for the financial year attributable to owners of: - the Company - from continuing operations 607, ,042 - from discontinuing operations 16, non-controlling interests 85,072 - Profit for the financial year 709, ,042 In the opinion of the Directors, the results of the operations of the Group and of the Company during the financial year were not substantially affected by any item, transaction or event of a material and unusual nature, except as disclosed in the notes to the financial statements. 1

5 DIRECTORS REPORT DIVIDENDS Since the end of the previous financial year, the Company had declared and paid the following dividend: RM 000 Interim single tier dividend of RM0.05 per ordinary share paid on 28 June 2017 in respect of the financial year ended 30 June ,000 The Directors do not recommend the payment of a final dividend in respect of the financial year ended 30 June RESERVES AND PROVISIONS All material transfers to or from reserves and provisions during the financial year are shown in the financial statements. SHARE CAPITAL During the financial year, the Company had increased its issued and paid-up share capital from RM1,010,409,022 to RM1,089,185,964 comprising 1,000,000,000 ordinary shares and 1,405,496,300 redeemable preference shares ( RPS ), by way of the issuance of 288,704,200 new RPS of RM0.01 each at an issue price of RM1.00 per share for cash and 75,889,900 new RPS with an issue price of RM1.00 per share for cash. The redeemable preference shares issued shall carry the rights as disclosed in Note 30 to the financial statements. As at the reporting date, the total issued share capital of the Company is RM2,405,496,300. The Companies Act 2016 ( 2016 Act ) which came into effect on 31 January 2017 has repealed the Companies Act, The 2016 Act has abolished the concept of par or nominal value of shares and hence, the share premium, capital redemption reserve and authorised capital are abolished. In accordance with section 618(2) of the 2016 Act, any amount standing to the credit of the Company s share premium account and capital redemption reserve become part of the Company s share capital upon commencement of the Act. Notwithstanding this provision, the Company may within 24 months from the date of the 2016 Act came into effect, use the amount standing to the credit of its share premium accounts totaling RM1,316,310,336 for purposes as set out in Section 618(3) of the Act. There is no impact on the number of shares in issue or the entitlement of the holders of the Company s shares. 2

6 DIRECTORS REPORT DIRECTORS The Directors who have held office since the end of the previous financial year are as follows: Tan Sri Dato Sri Abdul Wahid Omar (Chairman) (Appointed on 25 July 2017) Dato Sri Amrin Awaluddin (Appointed on 12 July 2017) Dato Rohana Tan Sri Mahmood Datuk Tong Poh Keow Tengku Datuk Seri Ahmad Shah Alhaj ibni Almarhum Sultan Salahuddin Abdul Aziz Shah Alhaj Dato Johan Ariffin Dato Jaganath Derek Steven Sabapathy Datuk Dr Mohd Daud Bakar (Appointed on 12 July 2017) Dato Seri Ahmad Johan Mohammad Raslan (Appointed on 12 July 2017) Datin Norazah Mohamed Razali (Appointed on 12 July 2017) Tan Sri Dato Abdul Ghani Othman (Resigned on 12 July 2017) Tan Sri Dato Seri Mohd Bakke Salleh (Resigned on 12 July 2017) Zainal Abidin Jamal (Resigned on 12 July 2017) Mohamad Idros Mosin (Resigned on 12 July 2017) Dato Jauhari Hamidi (Resigned on 12 July 2017) In accordance with Article 92(a) of the Company s Constitution, Tengku Datuk Seri Ahmad Shah Alhaj ibni Almarhum Sultan Salahuddin Abdul Aziz Shah Alhaj and Dato Johan Ariffin retire by rotation at the forthcoming Annual General Meeting and, being eligible, have offered themselves for re-election. In accordance with Article 92(e) of the Company s Constitution, Tan Sri Dato Sri Abdul Wahid Omar, Dato Sri Amrin Awaluddin, Datuk Dr Mohd Daud Bakar, Dato Seri Ahmad Johan Mohammad Raslan and Datin Norazah Mohamed Razali who were appointed since the date of the last Annual General Meeting retire at the forthcoming Annual General Meeting and, being eligible, have offered themselves for re-election. DIRECTORS BENEFITS Since the end of the previous financial year, no Director has received or become entitled to receive any benefit (other than benefits disclosed as Directors remuneration in Note 7(a) to the financial statements) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which he is a member, or with a company in which he has a substantial financial interest except for any benefits which may be deemed to have arisen from the transactions disclosed in Note 40 to the financial statements. Except as disclosed in this Directors Report, neither during nor at the end of the financial year was the Company or any subsidiaries a party to any arrangement whose object was to enable the Directors to acquire benefits through the acquisition of shares in, or debentures of the Company or any other body corporate, other than the option over ordinary shares of the immediate holding company, Sime Darby Berhad. The Directors and Officers of the Group and the Company are covered by Directors and Officers liability insurance for any liability incurred in the discharge of their duties, provided that they have not acted fraudulently or dishonestly or derived any personal profit or advantage. The insurance is maintained on a group basis by Sime Darby Berhad and the total premium paid by Sime Darby Berhad group during the financial year amounted to RM861,906. 3

7 DIRECTORS REPORT DIRECTORS INTERESTS According to the Register of Directors Shareholdings, particulars of interests of Directors, who held office at the end of the financial year, in shares of the Company s immediate holding company during the financial year covered by the financial statements were as follows: As at 1 July 2016 Acquired Disposed Number of ordinary shares As at 30 June 2017 Sime Darby Berhad (Immediate holding company) Datuk Tong Poh Keow 31, ,000 Dato Johan Ariffin (Deemed interest) Sime Darby Berhad (Immediate holding company) Datuk Tong Poh Keow Type of Grant GPS DPS Number of ordinary shares granted under Sime Darby Berhad s PBESS As at As at 1 July 2016 Granted Lapsed 30 June ,600 76, (39,300) (38,200) 39,300 38,200 In August 2016, the first grant lapsed as the vesting conditions which include performance targets were not met. No grant under the Performance-Based Employee Share Scheme ( PBESS ) were made during the financial year as the Sime Darby Group s Long Term Incentive Plan ( LTIP ) is pending review and subsequent approval by the Nomination & Remuneration Committee of Sime Darby Berhad ( NRC ). Under the PBESS, ordinary shares in the Company s immediate holding company are granted to eligible employees and executive Directors of the Group. The grants under the PBESS to the Directors of the Company comprise the Group Performance Shares ( GPS ) and Division Performance Shares ( DPS ). Both shares will be vested only upon fulfilment of vesting conditions which include achievement of service period and performance targets. The total number of shares to be vested from the number of shares granted varies depending on the level of achievement of the performance targets as determined by the NRC. The details of the shares granted under the PBESS and its vesting conditions are disclosed in Note 45 to the financial statements. Other than as disclosed above, none of the Directors in office at the end of the financial year had any interest in shares in, or debentures of, the Company or its related corporations during the financial year. 4

8 DIRECTORS REPORT STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS a. Before the financial statements of the Group and of the Company were made out, the Directors took reasonable steps: i. to ascertain that proper action had been taken in relation to the writing off of bad debts and the impairment for doubtful debts, and satisfied themselves that all known bad debts had been written off and adequate impairment has been made for doubtful debts; and ii. to ensure that any current assets, which were unlikely to realise in the ordinary course of business, their values as shown in the accounting records of the Group and of the Company, have been written down to amounts which they might be expected to realise. b. At the date of this Report, the Directors are not aware of any circumstances: i. which would render the amounts written off for bad debts or the amounts of impairment for doubtful debts in the financial statements of the Group and of the Company inadequate to any substantial extent; or ii. iii. which would render the values attributed to current assets in the financial statements of the Group and of the Company misleading; or which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate. c. As at the date of this Report: i. there are no charges on the assets of the Group and of the Company which have arisen since the end of the financial year to secure the liability of any other person; and ii. there are no contingent liabilities in the Group and in the Company which have arisen since the end of the financial year other than those arising in the ordinary course of business. d. At the date of this Report, the Directors are not aware of any circumstances not otherwise dealt with in the Report or financial statements which would render any amount stated in the financial statements misleading. e. In the opinion of the Directors: i. no contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial year which will or may substantially affect the ability of the Group and of the Company to meet their obligations as and when they fall due; and ii. no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this Report which is 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, except as disclosed in Note 49 to the financial statements. 5

9 DIRECTORS REPORT HOLDING COMPANIES The Directors regard Sime Darby Berhad, Permodalan Nasional Berhad and Yayasan Pelaburan Bumiputra as its immediate, penultimate and ultimate holding companies respectively. All companies are incorporated in Malaysia. AUDITORS The audit fees for services rendered by the auditors to the Group and the Company for the financial year ended 30 June 2017 are disclosed in Note 7 and Note 15(c) to the financial statements. The Auditors, PricewaterhouseCoopers, have expressed their willingness to continue in office. Signed on behalf of the Board of Directors of Sime Darby Property Berhad and dated on 24 August TAN SRI DATO SRI ABDUL WAHID OMAR CHAIRMAN DATUK TONG POH KEOW DIRECTOR Petaling Jaya 24 August

10 STATEMENT BY DIRECTORS PURSUANT TO SECTION 251(2) OF THE COMPANIES ACT, 2016 We, Tan Sri Dato Sri Abdul Wahid Omar and Datuk Tong Poh Keow, two of the Directors of Sime Darby Property Berhad, do hereby state that, in the opinion of the Directors, the accompanying financial statements set out on pages 13 to 208 are drawn up so as to give a true and fair view of the financial position of the Group and of the Company as at 30 June 2017 and financial performance of the Group and of the Company for the financial year ended 30 June 2017 in accordance with the Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act, 2016 in Malaysia. Signed on behalf of the Board of Directors of Sime Darby Property Berhad and dated on 24 August TAN SRI DATO SRI ABDUL WAHID OMAR CHAIRMAN DATUK TONG POH KEOW DIRECTOR Petaling Jaya STATUTORY DECLARATION PURSUANT TO SECTION 251(1) OF THE COMPANIES ACT, 2016 I, Ho Ee Lay, the officer primarily responsible for the financial management of Sime Darby Property Berhad, do solemnly and sincerely declare that, the financial statements set out on pages 13 to 208 are, to the best of my knowledge and belief, correct and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, HO EE LAY (MIA 5323) CHIEF FINANCIAL OFFICER Subscribed and solemnly declared by the abovenamed at Subang Jaya in the state of Selangor Darul Ehsan on 24 August Before me: Before me: COMMISSIONER FOR OATHS COMMISSIONER FOR OATHS 7

11 INDEPENDENT AUDITORS REPORT TO THE MEMBER OF (Company No P) REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS Our opinion In our opinion, the financial statements of Sime Darby Property Berhad ( the Company ) and its subsidiaries ( the Group ) give a true and fair view of the financial position of the Group and of the Company as at 30 June 2017, and of their financial performance and their cash flows for the financial year then ended in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia. What we have audited We have audited the financial statements of the Group and of the Company, which comprise the statements of financial position of the Group and of the Company as at 30 June 2017, and the statements of comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company for the financial year then ended, and notes to the financial statements, including a summary of significant accounting policies, as set out on pages 13 to 208. Basis for opinion We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing. Our responsibilities under those standards are further described in the Auditors responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence and other ethical responsibilities We are independent of the Group and of the Company in accordance with the By-Laws (on Professional Ethics, Conduct and Practice) of the Malaysian Institute of Accountants ( By-Laws ) and the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants ( IESBA Code ), and we have fulfilled our other ethical responsibilities in accordance with the By-Laws and the IESBA Code. PricewaterhouseCoopers (AF 1146), Chartered Accountants, Level 10, 1 Sentral, Jalan Rakyat, Kuala Lumpur Sentral, P.O. Box 10192, Kuala Lumpur, Malaysia T: +60 (3) , F: +60 (3) , 8

12 INDEPENDENT AUDITORS REPORT TO THE MEMBER OF (CONTINUED) (Company No P) REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED) Information other than the financial statements and auditors report thereon The Directors of the Company are responsible for the other information. The other information comprises Directors Report, but does not include the financial statements of the Group and of the Company and our auditors report thereon. Our opinion on the financial statements of the Group and of the Company does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements of the Group and of the Company, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements of the Group and of the Company or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Directors for the financial statements The Directors of the Company are responsible for the preparation of the financial statements of the Group and of the Company that give a true and fair view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia. The Directors are also responsible for such internal control as the Directors determine is necessary to enable the preparation of financial statements of the Group and of the Company that are free from material misstatement, whether due to fraud or error. In preparing the financial statements of the Group and of the Company, the Directors are responsible for assessing the Group s and the Company s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so. 9

13 INDEPENDENT AUDITORS REPORT TO THE MEMBER OF (CONTINUED) (Company No P) REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED) Auditors responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements of the Group and of the Company as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with approved standards on auditing in Malaysia and International Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: (a) (b) (c) Identify and assess the risks of material misstatement of the financial statements of the Group and of the Company, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group s and the Company s internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors. 10

14 INDEPENDENT AUDITORS REPORT TO THE MEMBER OF (CONTINUED) (Company No P) REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED) Auditors responsibilities for the audit of the financial statements (continued) (d) (e) (f) Conclude on the appropriateness of the Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group s or the Company s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the financial statements of the Group and of the Company or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Group or the Company to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the financial statements of the Group and of the Company, including the disclosures, and whether the financial statements of the Group and of the Company represent the underlying transactions and events in a manner that achieves fair presentation. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial statements of the Group. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS In accordance with the requirements of the Companies Act 2016 in Malaysia, we report that the subsidiaries of which we have not acted as auditors, are disclosed in Note 44 to the financial statements. 11

15 INDEPENDENT AUDITORS REPORT TO THE MEMBER OF (CONTINUED) (Company No P) OTHER MATTER This report is made solely to the member of the Company, as a body, in accordance with Section 266 of the Companies Act 2016 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report. PRICEWATERHOUSECOOPERS (No. AF : 1146) Chartered Accountants AZIZAN BIN ZAKARIA (No. 2930/05/18 (J)) Chartered Accountant Kuala Lumpur 24 August

16 STATEMENTS OF COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017 Group Note Continuing operations Revenue 6 2,564,399 2,590,737 3,253,933 Operating expenses 7 (2,229,529) (2,162,808) (2,630,546) Other operating income 8 164, , ,227 Other (losses)/gains 9 (772) 5,384 (100) Operating profit 498, , ,514 Share of results of joint ventures ,952 (19,053) (74,953) Share of results of associates 11 39,701 24,348 14,291 Profit before interest and taxation 817, , ,852 Finance income 12 22,765 18,343 24,406 Finance costs 13 (3,604) (38,630) (104,828) Profit before taxation 836, , ,430 Taxation 14 (154,547) (210,289) (150,577) Profit for the financial year from continuing operations 682, , ,853 Discontinuing operations Profit for the financial year from discontinuing operations 15 26, ,915 98,367 Profit for the financial year 709, , ,220 Profit for the financial year attributable to owners of: - the Company - from continuing operations 607, , ,809 - from discontinuing operations 16, ,149 59, , , ,829 - non-controlling interests 85,072 81,533 68, , , ,220 Sen Sen Sen Basic/diluted earnings per share attributable to owners of the Company - from continuing operations from discontinuing operations

17 STATEMENTS OF COMPREHENSIVE INCOME Group Note Profit for the financial year 709, , ,220 Other comprehensive income/(loss) Continuing operations Items which will subsequently be reclassified to profit or loss (net of tax): Currency translation differences 67,892 (108,476) 69,234 Available-for-sale financial assets: - net changes in fair value 21 (2,389) (3,369) (5,574) Share of other comprehensive (loss)/income of associates 11 (3,282) 555 (3,655) 62,221 (111,290) 60,005 Items which are reclassified to profit or loss (net of tax): Currency translation differences - disposal of subsidiaries 48 (6,382) (9,664) - - liquidation of subsidiaries - (5,110) 857 (6,382) (14,774) 857 Total other comprehensive income/(loss) 55,839 (126,064) 60,862 Total comprehensive income for the financial year 764, , ,082 Total comprehensive income for the financial year attributable to owners of: - the Company - from continuing operations 658, , ,585 - from discontinuing operations 16, ,149 59, , , ,605 - non-controlling interests 90,214 79,546 67, , , ,082 14

18 STATEMENTS OF COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017(CONTINUED) Company Note Revenue 6 790, , ,386 Operating expenses 7 (393,902) (347,161) (445,883) Other operating income 8 116, , ,500 Other (losses)/gains 9 (12) (1) 10 Operating profit 512, , ,013 Finance income , , ,970 Finance costs 13 (126,408) (143,799) (117,118) Profit before taxation 602, , ,865 Taxation 14 (15,912) (23,803) (25,549) Profit for the financial year 587, , ,316 Other comprehensive loss Item which will subsequently be reclassified to profit or loss (net of tax): Available-for-sale financial assets: - net changes in fair value 21 (2,389) (3,369) (5,574) Total comprehensive income for the financial year 584, , ,742 The accompanying notes form an integral part of these financial statements. 15

19 STATEMENTS OF FINANCIAL POSITION AS AT 30 JUNE 2017 Group Note NON-CURRENT ASSETS Property, plant and equipment , , , ,656 Prepaid lease rentals Investment properties , , , ,173 Inventories 25 1,227,225 1,247,630 1,273,330 1,195,413 Joint ventures 10 1,967,983 1,408, , ,699 Associates , , , ,736 Available-for-sale financial assets 21 46,341 48,730 52,099 57,673 Intangible assets 22 5,386 5,878 6,676 7,190 Deferred tax assets , , , ,634 Trade and other receivables 24 61,275 89,181 55,198 76,053 Contract assets 26-1,440, , ,410 5,197,946 6,478,867 5,409,338 4,639,778 CURRENT ASSETS Inventories 25 4,579,438 4,360,070 3,266,987 2,508,374 Prepaid lease rentals Trade and other receivables , ,692 1,249, ,026 Contract assets , , , ,159 Tax recoverable 27,818 41,167 63,055 26,488 Cash held under Housing Development Accounts , , , ,173 Bank balances, deposits and cash , , , ,568 6,532,911 6,474,105 5,792,721 4,339,108 Assets held for sale 29 2,222, , ,262 8,755,777 6,474,105 5,926,431 4,477,370 TOTAL ASSETS 13,953,723 12,952,972 11,335,769 9,117,148 16

20 STATEMENTS OF FINANCIAL POSITION AS AT 30 JUNE 2017 (CONTINUED) Group Note EQUITY Share capital 30 2,405,496 1,010,409 1,004,741 1,001,696 Share premium 31-1,030, , ,919 Contribution from immediate holding company 36 1,500,000 1,500,000 1,500,000 1,500,000 Reserves 32 94,691 44, , ,341 Retained earnings 2,322,990 1,748,533 1,127, ,851 Equity attributable to owner of the company 6,323,177 5,333,857 4,269,861 3,483,807 Non-controlling interests , , ,741 39,519 TOTAL EQUITY 6,587,901 5,508,367 4,375,602 3,523,326 NON-CURRENT LIABILITIES Borrowings ,727 1,953,307 1,630,109 1,127,302 Provisions , , Contract liabilities , , , ,577 Deferred tax liabilities 23 33, , ,291 54,370 Loans due to related companies 36 2,229,691 2,335,984 2,721,834 2,551,493 Other payables , ,624,103 4,983,790 4,737,472 3,996,511 CURRENT LIABILITIES Trade and other payables 37 2,047,605 2,230,150 1,969,871 1,378,446 Borrowings , , ,400 73,880 Provisions 35 15,983 17,152 19,676 18,952 Contract liabilities 26 11,495 3,434 3,743 5,599 Tax payable 39,121 22,694 41,596 36,274 2,344,358 2,460,815 2,139,286 1,513,151 Liabilities associated with assets held for sale 29 1,397,361-83,409 84,160 3,741,719 2,460,815 2,222,695 1,597,311 TOTAL LIABILITIES 7,365,822 7,444,605 6,960,167 5,593,822 TOTAL EQUITY AND LIABILITIES 13,953,723 12,952,972 11,335,769 9,117,148 17

21 STATEMENTS OF FINANCIAL POSITION AS AT 30 JUNE 2017 (CONTINUED) Company Note NON-CURRENT ASSETS Property, plant and equipment 17 3,025 5,177 11,560 16,133 Inventories , ,200 5,419 3,953 Subsidiaries 20 3,303,493 2,261,459 1,702,305 1,416,342 Joint ventures 10 28,910 28,910 17,410 11,660 Associates 11 45, , , ,639 Available-for-sale financial assets 21 46,341 48,730 52,099 57,673 Intangible assets 22 5,081 5,712 6,507 6,920 Deferred tax assets 23 14,007 10,097 15,387 17,855 Trade and other receivables 24 50,000 15, ,719,404 3,092,046 2,304,016 2,016,175 CURRENT ASSETS Inventories , , , ,785 Trade and other receivables 24 4,904,411 5,003,585 4,782,005 3,844,699 Contract assets 26 7,422 28,862 92, ,155 Tax recoverable - 3,670 3,336 - Cash held under Housing Development Accounts 27 84, ,081 98, ,278 Bank balances, deposits and cash ,618 31,940 54,901 15,682 5,349,236 5,417,988 5,290,044 4,418,599 Assets held for sale , ,798,275 5,417,988 5,290,044 4,418,599 TOTAL ASSETS 9,517,679 8,510,034 7,594,060 6,434,774 18

22 STATEMENTS OF FINANCIAL POSITION AS AT 30 JUNE 2017 (CONTINUED) Company Note EQUITY Share capital 30 2,405,496 1,010,409 1,004,741 1,001,696 Share premium 31-1,030, , ,919 Contribution from immediate holding company 36 1,500,000 1,500,000 1,500,000 1,500,000 Reserves 32 5,451 7,840 11,209 16,783 Retained earnings 1,914,677 1,377, , ,370 TOTAL EQUITY 5,825,624 4,926,377 3,874,959 3,607,768 NON-CURRENT LIABILITIES Borrowings , , ,600 - Loans due to related companies 36 2,070,257 2,130,422 2,385,744 2,198,582 Other payables ,210,257 2,354,422 2,671,804 2,199,351 CURRENT LIABILITIES Trade and other payables 37 1,394,204 1,159, , ,345 Borrowings 34 84,000 70,000 54,400 - Tax payable 3, ,310 1,481,798 1,229,235 1,047, ,655 TOTAL LIABILITIES 3,692,055 3,583,657 3,719,101 2,827,006 TOTAL EQUITY AND LIABILITIES 9,517,679 8,510,034 7,594,060 6,434,774 The accompanying notes form an integral part of these financial statements. 19

23 STATEMENTS OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017 Group 2017 Note Share capital Share premium Contributi on from immediate holding company Reserves Distributable Retained earnings Attributable to owner of the Company Non- Controlling interests Total equity At 1 July ,010,409 1,030,493 1,500,000 44,422 1,748,533 5,333, ,510 5,508,367 Profit for the financial year , ,029 85, ,101 Other comprehensive income ,697-50,697 5,142 55,839 Total comprehensive income for the financial year , , ,726 90, ,940 Transactions with owners: - issuance of shares 30, 31 78, , , ,594 - dividends on ordinary shares (50,000) (50,000) - (50,000) Transition to no-par value regime on 31 January , 31 1,316,310 (1,316,310) Transfer between reserves (428) At 30 June ,405,496-1,500,000 94,691 2,322,990 6,323, ,724 6,587,901 20

24 STATEMENTS OF CHANGES IN EQUITY Group 2016 Note Share capital Share premium Contribution from immediate holding company Reserves Distributable Retained earnings Attributable to owner of the Company Noncontrolling interests Total equity At 1 July ,004, ,323 1,500, ,499 1,127,298 4,269, ,741 4,375,602 Profit for the financial year , ,225 81, ,758 Other comprehensive loss (124,077) - (124,077) (1,987) (126,064) Total comprehensive (loss)/income for the financial year (124,077) 873, ,148 79, ,694 Transactions with owners: - issuance of shares 30, 31 5, , , ,838 - dividends on ordinary shares (250,000) (250,000) - (250,000) - dividends paid to non-controlling interests of subsidiaries (1,098) (1,098) - employee share scheme (4,653) - (4,653) - (4,653) - reversal of recharge from immediate holding company ,653-4,653-4,653 Disposal of subsidiaries (11,669) (11,669) Changes in ownership interest (1,990) (1,990) 1,990 - At 30 June ,010,409 1,030,493 1,500,000 44,422 1,748,533 5,333, ,510 5,508,367 21

25 STATEMENTS OF CHANGES IN EQUITY Group 2015 Note Share capital Share premium Contribution from immediate holding company Reserves Distributable Retained earnings Attributable to owner of the Company Noncontrolling interests Total equity At 1 July ,001, ,919 1,500, , ,851 3,483,807 39,519 3,523,326 Profit for the financial year , ,829 68, ,220 Other comprehensive income/(loss) ,776-61,776 (914) 60,862 Total comprehensive income for the financial year , , ,605 67, ,082 Transfer between reserves (382) Transactions with owner: - issuance of shares 30, 31 3, , , ,449 - dividends on ordinary shares (200,000) (200,000) - (200,000) - dividends paid to noncontrolling interests of subsidiaries (1,255) (1,255) - employee share scheme recharge from immediate holding company (208) - (208) - (208) At 30 June ,004, ,323 1,500, ,499 1,127,298 4,269, ,741 4,375,602 22

26 STATEMENTS OF CHANGES IN EQUITY Company 2017 Note Share capital Share premium Contribution from immediate holding company Reserves Distributable Retained earnings Total equity At 1 July ,010,409 1,030,493 1,500,000 7,840 1,377,635 4,926,377 Profit for the financial year , ,042 Other comprehensive loss (2,389) - (2,389) Total comprehensive (loss)/income for the financial year (2,389) 587, ,653 Transactions with owner: - issuance of shares 30, 31 78, , ,594 - dividends paid (50,000) (50,000) Transition to no-par value regime on 31 January , 31 1,316,310 (1,316,310) At 30 June ,405,496-1,500,000 5,451 1,914,677 5,825,624 23

27 STATEMENTS OF CHANGES IN EQUITY Company 2016 Note Share capital Share premium Contribution from immediate holding company Reserves Distributable Retained earnings Total equity At 1 July ,004, ,323 1,500,000 11, ,686 3,874,959 Profit for the financial year , ,949 Other comprehensive loss (3,369) - (3,369) Total comprehensive (loss)/income for the financial year (3,369) 737, ,580 Transactions with owner: - issuance of shares 30, 31 5, , ,838 - dividends paid (250,000) (250,000) - employee share scheme (3,787) - (3,787) - reversal of recharge from immediate holding company ,787-3,787 At 30 June ,010,409 1,030,493 1,500,000 7,840 1,377,635 4,926,377 24

28 STATEMENTS OF CHANGES IN EQUITY Company 2015 Note Share capital Share premium Contribution from immediate holding company Reserves Distributable Retained earnings Total equity At 1 July ,001, ,919 1,500,000 16, ,370 3,607,768 Profit for the financial year , ,316 Other comprehensive loss (5,574) - (5,574) Total comprehensive (loss)/income for the financial year (5,574) 168, ,742 Transactions with owner: - issuance of shares 30, 31 3, , ,449 - dividends paid (200,000) (200,000) - employee share scheme (57) - (57) - reversal of recharge from immediate holding company At 30 June ,004, ,323 1,500,000 11, ,686 3,874,959 The accompanying notes form an integral part of these financial statements. 25

29 STATEMENTS OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017 Group Company Cash flows from operating activities Profit for the financial year from continuing operations 682, , , , , ,316 Adjustments for: Share of results of: - joint ventures (278,952) 19,053 74, associates (39,701) (24,348) (14,291) Depreciation of: - property, plant and equipment 47,960 47,083 44,671 2,461 6,452 7,282 - investment properties 6,802 10,447 14, Amortisation of: - prepaid lease rentals intangible assets 2,438 2,427 2,646 2,299 2,359 2,384 (Write-back of impairment)/ impairment of: - property, plant and equipment (16,052) 19, investment properties (1,878) - 4, Inventories written down 148, Write-offs of: - property, plant and equipment , investment properties , Net (gain)/loss on disposal of: - property, plant and equipment (1,084) (26,513) (109) (104) - (32) - investment properties (14,387) (4,400) (72,348) joint venture - - (157,248) intangible assets subsidiaries (130,359) (447,026) (6) assets held for sale - (39,711) (9,585) - (53,680) - Other non-cash items (note (a)) (15,609) 37,351 (12,884) 125, ,022 (409) 26

30 STATEMENTS OF CASH FLOWS Group Company Finance income (22,765) (18,343) (24,406) (216,447) (248,813) (190,970) Finance costs 3,604 38, , , , ,118 Taxation 154, , ,577 15,912 23,803 25,549 Unrealised foreign currency exchange losses Provisions 1,088 2,893 4, Write-back of payables and accruals - (8,101) (478) - (1,747) - 527, , , , , ,272 Changes in working capital: - inventories (431,273) (662,017) (781,976) (17,340) (189,419) 1,106 - trade and other receivables 50, ,694 (322,900) 36,365 43, ,215 - intercompany receivables (737,373) (381,272) (1,027,723) - contract assets 145,041 97,065 (284,526) 21,440 64,773 33,706 - trade and other payables 220,345 40, ,517 (8,587) (22,693) (60,361) - provisions and contract liabilities (5,679) 367 (3,831) intercompany payables ,841 (60,660) 231,768 Net changes in working capital (21,369) (241,002) (840,716) (379,654) (545,602) (709,289) Cash generated from/(used in) operations 506, ,764 (126,859) 263, ,542 (580,017) Tax paid (135,385) (140,695) (173,165) (11,558) (17,848) (34,727) Zakat paid (1,000) (1,000) (1,000) (1,000) (1,000) (1,000) Dividends received from a joint venture 119, Dividends received from associates 131,800 1,800 9, Operating cash flows generated from/(used in) continuing operations 621, ,869 (292,024) 250, ,694 (615,744) Operating cash flow used in discontinuing operations (127,380) (306,602) (229,451) Net cash generated from/(used in) operating activities 493,674 (120,733) (521,475) 250, ,694 (615,744) 27

31 STATEMENTS OF CASH FLOWS Group Company Cash flows from investing activities Finance income received 22,765 18,343 22, , , ,970 Proceeds from sale of: - property, plant and equipment 3,137 35, investment properties 15,852 4, , joint venture - 143,160 15, subsidiaries 222, , assets held for sale - 52,504 12,247-55,355 - Redemption of redeemable preference shares of joint venture 63, ,000 - Purchase of: - - property, plant and equipment (26,298) (49,180) (70,263) (309) (990) (2,657) - investment properties (109,344) (1,136) (1,336) intangible assets (1,937) (708) (2,319) (1,668) (643) (2,158) Advances to joint ventures/associates (53,374) (31,931) (39,380) (35,625) (26,931) (13,440) Subscription of shares in joint ventures (394,505) (631,532) (299,818) Investing cash flows (used in)/ generated from continuing operations (258,311) 127,038 (206,174) 176, , ,848 Investing cash flow from discontinuing operations 18,535 3,651 2, Net cash (used in)/ generated from investing activities (239,776) 130,689 (203,891) 176, , ,848 28

32 STATEMENTS OF CASH FLOWS Group Company Cash flows from financing activities Increase in: - share capital 78,777 5,668 3,045 78,777 5,668 3,045 - share premium 285, , , , , ,404 Drawdown of borrowings 171, , ,169-10, ,000 Repayment of borrowings (357,245) (108,044) (110,602) (70,000) (56,000) - Finance costs paid (171,204) (179,871) (161,402) (126,144) (146,336) (114,387) Shareholder advances from non-controlling interest 76, (Repayment of advances to)/advances from related companies (2,581) (678,264) 163,401 (59,688) (255,322) 187,162 (Repayment to)/advances from immediate holding company (83,027) 250, ,104 (83,027) 250, ,104 Dividends paid (50,000) (251,098) (201,255) (50,000) (250,000) (200,000) Purchase of additional interest in subsidiaries - (2,461) - (364,595) (568,415) (307,350) Financing cash flows (used in)/generated from continuing operations (50,751) (287,496) 549,864 (388,860) (449,161) 409,978 Financing cash flow (used in)/generated from discontinuing operations (12,081) 353, , Net cash flows (used in)/ generated from financing activities (62,832) 65, ,278 (388,860) (449,161) 409,978 Net increase/(decrease) in cash and cash equivalents 191,066 75,834 90,912 38,192 (2,021) (32,918) Exchange differences 32,078 10,709 (23,890) Cash and cash equivalents at the beginning of the financial year 906, , , , , ,960 Cash and cash equivalents at the end of the financial year (note (b)) 1,129, , , , , ,042 29

33 STATEMENTS OF CASH FLOWS a. Other non-cash items: Group Company Provision/(Write-back of provision) for impairment of: - investments in subsidiaries ,361 (15,739) (49,881) - trade and other receivables (14,054) 35,573 (12,101) (697) 15,049 (9,025) - amounts due from subsidiaries and a related company (1,555) 1, , ,810 18,449 Write-offs/(gains) in respect of: - liquidated subsidiaries (855) 10 (98) (31,220) - investments in subsidiaries ,268 Bad debt written off (15,609) 37,351 (12,884) 125, ,022 (409) b. Cash and cash equivalents at the end of the financial year: Cash held under Housing Development Accounts (Note 27) 581, , ,072 84, ,081 98,141 Bank balances, deposits and cash (Note 28) 494, , , ,618 31,940 54,901 1,075, , , , , ,042 Cash held under assets held for sale (Note 29) 53,894-13, ,129, , , , , ,042 The accompanying notes form an integral part of these financial statements. 30

34 FOR THE FINANCIAL YEAR ENDED 30 JUNE GENERAL INFORMATION The Company is principally engaged in the business of investment holding, property development and provision of management services. The principal activities of the subsidiaries, joint ventures and associates are as stated in Note 44. There have been no significant changes in the nature of these activities during the financial year other than the discontinuing operations as disclosed in Note BASIS OF PREPARATION The financial statements of the Group and of the Company are prepared in accordance with the provisions of the Companies Act, 2016 and comply with the Malaysian Financial Reporting Standards ( MFRS ) and International Financial Reporting Standards. The financial statements have been prepared under the historical cost convention except as disclosed in the summary of principal accounting policies in Note 3. The financial statements are presented in Ringgit Malaysia in thousands (RM 000) unless otherwise stated. The financial statements of the Group and of the Company for the financial year ended 30 June 2017 are the first set of financial statements prepared in accordance with MFRS, including MFRS 1 Firsttime Adoption of MFRS. Subject to certain transition elections as disclosed in Note 47, the Group and the Company have consistently applied the same accounting policies in their opening MFRS statements of financial position as at 1 July 2014, being the transition date, and throughout all years presented, as if these policies had always been in effect. The impact of the transition to MFRS on the Group s and the Company s reported financial position, financial performance and cash flows, are disclosed in Note 47. The preparation of financial statements in conformity with MFRS requires the use of certain critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported period. The areas involving a higher degree of judgement or complexity or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4. The Group and the Company have also considered the new accounting pronouncements in the preparation of the financial statements. a. Accounting pronouncement that has been early adopted in preparing these financial statements The Group and the Company have early adopted MFRS 15 Revenue from Contracts with Customers in the current financial year. The core principle in MFRS 15 is that an entity recognises revenue to depict the transfer of promised goods and services to customers for an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenue is recognised when a customer obtains control of goods or services, i.e. when the customer has the ability to direct the use of and obtain the benefits from the goods or services. The impact of the adoption of MFRS 15 is shown in Note

35 2 BASIS OF PREPARATION (CONTINUED) b. Accounting pronouncements that are not yet effective and have not been early adopted in preparing these financial statements i. Interpretation and amendments that are effective on or after 1 July 2017, where their adoption is not expected to result in any significant changes to the Group s and Company s results or financial position. Disclosure Initiative (Amendments to MFRS 107) Recognition of Deferred Tax Assets for Unrealised Losses (Amendments to MFRS 112) Classification and Measurement of Share-based Payment Transactions (Amendments to MFRS 2) Applying MFRS 9 Financial Instruments with MFRS 4 Insurance Contracts (Amendments to MFRS 4) Annual Improvements to MFRSs Cycle Transfer of Investment Property (Amendments to MFRS 140) IC Interpretation 22 Foreign Currency Translations and Advance Consideration ii. Standards where the Group is currently assessing and has yet to quantify the potential impact. MFRS 9 Financial Instruments will replace MFRS 139 Financial Instruments: Recognition and Measurement. MFRS 9 replaces MFRS 139 Financial Instruments: Recognition and Measurement. The standard introduces new requirements for classification and measurement, impairment and hedge accounting, and will be effective for annual reporting periods beginning or after 1 January MFRS 16 Leases MFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases. It introduces a single lessee accounting model and requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. A lessee is required to recognise a right-of-use asset representing its right to use the underlying leased asset and a lease liability representing its obligation to make lease payments. MFRS 16 will be effective for annual reporting periods beginning on or after 1 January IC Interpretation 23 "Uncertainty over income tax treatments" IC Interpretation 23 provides guidance on how to recognise and measure deferred and current income tax assets and liabilities where there is uncertainty over a tax treatment. If an entity concludes that it is not probable that the tax treatment will be accepted by the tax authority, the effect of the tax uncertainty should be included in the period when such determination is made. An entity shall measure the effect of uncertainty using the method which best predicts the resolution of the uncertainty. IC Interpretation 23 will be effective for annual reporting periods beginning on or after 1 January

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