TRC SYNERGY BERHAD ( D) (Incorporated in Malaysia) Directors' Report and Audited Financial Statements 31 December 2015

Transcription

1 () Directors' Report and Audited Financial Statements 31 December 2015

2 () STATUTORY FINANCIAL STATEMENTS - 31 DECEMBER 2015 INDEX PAGES DIRECTORS' REPORT 1-8 STATEMENT BY DIRECTORS 9 STATUTORY DECLARATION 9 REPORT OF THE AUDITORS STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 13 & 14 CONSOLIDATED STATEMENT OF FINANCIAL POSITION 15 & 16 COMPANY STATEMENT OF FINANCIAL POSITION 17 & 18 STATEMENT OF CHANGES IN EQUITY - GROUP 19 & 20 STATEMENT OF CHANGES IN EQUITY - COMPANY 21 & 22 CONSOLIDATED STATEMENT OF CASH FLOWS 23 & 24 COMPANY STATEMENT OF CASH FLOWS 25 & 26 NOTES TO THE FINANCIAL STATEMENTS SUPPLEMENTARY FINANCIAL INFOATION 129 ON THE BREAKDOWN OF REALISED AND UNREALISED PROFITS OR LOSSES

3 Corporate Information Board of Directors : Gen. (R) Tan Sri Dato' Seri Mohd Shahrom Bin Dato' Hj Nordin : Tan Sri Dato' Sri Sufri Bin Hj Mohd Zin : Dato' Abdul Aziz Bin Mohamad : Dato' AR. Nur Haizi Binti Abdul Hai : Abdul Rahman Bin Ali : Noor Zilan Bin Mohamed Noor Secretary : Abdul Aziz Bin Mohamed Auditors : AljeffriDean Chartered Accountants Bankers : Hong Leong Bank Berhad : Affin Bank Berhad : AmBank (M) Berhad : Malayan Banking Berhad : United Overseas Bank Berhad : RHB Bank Berhad : CIMB Bank Berhad : Standard Chartered Bank Malaysia Berhad : Alliance Bank Malaysia Berhad : HSBC Bank Malaysia Berhad Registered Office/ : TRC Business Centre, Principal Place of Business Jalan Andaman Utama, Ampang, Selangor Darul Ehsan.

4 DIRECTORS' REPORT 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 31 December PRINCIPAL ACTIVITIES The principal activities of the Company are investment holding, general contractors for supplying labour and provision of corporate, administrative and financial support services to its subsidiaries. The principal activities of the subsidiaries are as disclosed in Note 17 to the financial statements. There have been no significant changes in the nature of the principal activities during the financial year. RESULTS Group Company Profit net of tax 30,828,708 17,679,521 Profit attributable to : Equity holders of the Company 30,352,004 17,679,521 Non-controlling interests 476,704-30,828,708 17,679,521 RESERVES AND PROVISIONS There were no material transfers to or from reserves or provisions during the financial year other than as disclosed in the financial statements. 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. DIVIDENDS The amount of dividend paid by the Company during the year in respect of the financial year ended 31 December 2014, was as follows : First and final single tier dividend of 0.18 sen per share, on 480,497,023 ordinary shares, paid on 15 June ,895 1

5 DIVIDENDS (CONT'D) At the forthcoming Annual General Meeting, a provisional single tier dividend in respect of the financial year ended 31 December 2015, of 0.65 sen per share on 480,497,023 ordinary shares amounting to a dividend payable of 3,123,231 will be proposed for shareholders' approval. The financial statements for the current financial year do not reflect this proposed dividend. Such dividend, if approved by the shareholders, will be accounted for in equity as an appropriation of retained earnings in the financial year ending 31 December DIRECTORS The names of the directors of the Company in office since the date of the last report and at the DIRECTORS date of this report are : Gen. (R) Tan Sri Dato' Seri Mohd Shahrom Bin Dato' Hj Nordin Tan Sri Dato' Sri Sufri Bin Hj Mohd Zin Dato' Abdul Aziz Bin Mohamad Dato' AR. Nur Haizi Binti Abdul Hai (Appointed on ) Abdul Rahman Bin Ali Noor Zilan Bin Mohamed Noor DIRECTORS' BENEFITS During and at the end of the financial year, no arrangements subsisted to which the Company is a DIRECTORS' party, with the object BENEFITS or objects of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate. Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than benefits included in the aggregate amount of emoluments received or due and receivable by the directors as shown in Note 10 of the financial statements or the fixed salary of a full time employee) by reason of a contract made by the Company or a related corporation with any director or with a firm of which he is a member, or with a company in which he has a substantial financial interest, as required by Section 169 (8) of the Companies Act,

6 DIRECTORS' INTERESTS According to the register of directors' shareholdings, the interests of directors in office at the end of the financial year in shares in the Company and its related corporations during the financial year were as follows : Number of Ordinary Shares of At At The Company Acquired Sold Direct Interest : Tan Sri Dato' Sri Sufri Bin Hj Mohd Zin 47,531, ,531,517 Dato' Abdul Aziz Bin Mohamad 13,658, ,658,217 Deemed Interest : Tan Sri Dato' Sri Sufri Bin Hj Mohd Zin # 118,075, ,075,200 Dato' Abdul Aziz Bin Mohamad # 118,075, ,075,200 # Deemed interested by virtue of their substantial shareholdings in TRC Capital Sdn. Bhd. and Kolektif Aman Sdn. Bhd. 3

7 DIRECTORS' INTERESTS (CONT'D) Number of Warrants A (2007/2017) At At The Company Acquired Exercised Tan Sri Dato' Sri Sufri Bin Hj Mohd Zin 12,114, ,114,237 Dato' Abdul Aziz Bin Mohamad 2,349, ,349, Number of Warrants B (2011/2016) At At The Company Acquired Exercised Tan Sri Dato' Sri Sufri Bin Hj Mohd Zin 9,074, ,074,303 Dato' Abdul Aziz Bin Mohamad 2,563, ,563,643 4

8 DIRECTORS' INTERESTS (CONT'D) Tan Sri Dato' Sri Sufri Bin Hj Mohd Zin and Dato' Abdul Aziz Bin Mohamad by virtue of their interest in shares in the Company are also deemed interested in shares of all the Company's subsidiaries to the extent the Company has an interest. None of the other directors in office at the end of the financial year had any interest in shares in the Company or its related corporations during the financial year. WARRANTS A 2007/2017 A total of 30,800,000 free warrants were issued by the Company in conjunction with the Rights Issue in Each warrant is convertible into one new ordinary share of 1.00 each at the exercise price of 1.00 per ordinary share. Consequential to the Bonus Issue in 2008, the Company had issued an additional 6,101,520 new Warrants 2007/2017 pursuant to the adjustments in accordance with the provision under the Deed Poll executed by the Company on 15 November 2006 constituting the Warrants ("Deed Poll"). The warrants are valid for a period of ten years and shall expire on 21 January The exercise price of the existing Warrants A 2007/2017 were adjusted to 0.50 each pursuant to The theconversion Holder Share Split of ratio each and Bonus for ESOS every Issue Option 1.00 of shares isnominal entitled value tono subscribe Warrants of ICULS for Awas were 2.40 adjusted exercised New during the financial from Subdividend 1.20 year to Shares and a total for the of 86,738,717 exercise ofwarrants each ESOS remained Optionoutstanding at the Exercise as at Price 31 December of each. WARRANTS B 2011/2016 Consequential to the Share Split and Bonus Issue Exercise in 2011, the shareholders gave their approval for the Company to issue a bonus issue of warrants (Warrants B). Pursuant to the Deed Poll executed by the Company on 12 July 2011, 93,495,995 warrants were issued, and the said warrants are valid for a period of five years and shall expire on 25 July Each warrants is exercisable into one new ordinary share of 0.50 each at the exercise price of 0.61 per ordinary share. No Warrants B 2011/2016 were exercised during the financial year and a total of 93,495,074 warrants remained outstanding as at 31 December

9 TREASURY SHARES The Board obtained shareholders' approval to undertake the purchase of up to 10% of the issued and paid up share capital of the Company. The shareholders of the Company, by a special resolution passed in a general meeting held on 26 May 2015, renewed their approval for the Company's plan to repurchase its own ordinary shares. The directors of the Company are committed to enhancing the value of the Company for its shareholders and believe that the repurchase plan can be applied in the best interests of the Company and its shareholders. OTHER STATUTORY INFOATION (a) Before the statements of profit or loss and other comprehensive income and statements of financial position of the Group and of the Company were made out, the directors took reasonable steps: (i) (ii) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate allowance had been made for doubtful debts; and to ensure that any current assets which were unlikely to realise their values as shown in the accounting records in the ordinary course of business had been written down to an amount which they might be expected so to realise. (b) At the date of this report, the directors are not aware of any circumstances which would render: (i) (ii) the amount written off for bad debts or the amount of the allowance for doubtful debts inadequate to any substantial extent; and the values attributed to the current assets in the financial statements of the Group and of the Company misleading. (c) (d) At the date of this report, the directors are not aware of any circumstances which have arisen which would render adherence to the existing methods of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate. At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or the financial statements of the Group and of the Company which would render any amount stated in the financial statements misleading. 6

10 OTHER STATUTORY INFOATION (CONT'D) (e) As at the date of this report, there does not exist: (i) (ii) any charge on the assets of the Group or of the Company which has arisen since the end of the financial year which secures the liabilities of any other person; or any contingent liability of the Group or of the Company which has arisen since the end of the financial year, except as disclosed in Note 35 to the financial statements. (f) In the opinion of the directors: (i) (ii) no contingent liability 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 affect the ability of the Group or of the Company to meet their obligations when they fall due; and 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. SIGNIFICANT AND SUBSEQUENT EVENTS The significant and subsequent events are disclosed in Note 41 and Note 42 to the financial statements respectively. 7

11 AUDITORS The retiring auditors, Messrs AljeffriDean, have expressed their willingness to be re-appointed in accordance with Section 172(2) of the Companies Act, Signed on behalf of the Board in accordance with a resolution of the directors,.. TAN SRI DATO' SRI SUFRI BIN HJ MOHD ZIN. DATO' ABDUL AZIZ BIN MOHAMAD Kuala Lumpur, Malaysia. Date : 28 March

12 STATEMENT BY DIRECTORS PURSUANT TO SECTION 169(15) OF THE COMPANIES ACT, 1965 We, TAN SRI DATO' SRI SUFRI BIN HJ MOHD ZIN and DATO' ABDUL AZIZ BIN MOHAMAD, being two of the directors of TRC SYNERGY BERHAD, state that in the opinion of the directors, the accompanying financial statements set out on pages 13 to 128 are drawn up in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2015 and of the results and the cash flows of the Group and of the Company for the year then ended. The supplementary information set out on page 129 has been presented in accordance with the directive issued by Bursa Malaysia Securities Berhad and prepared in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants and presented based on the format prescribed by Bursa Malaysia Securities Berhad. Signed on behalf of the Board in accordance with a resolution of the directors,. TAN SRI DATO' SRI SUFRI BIN HJ MOHD ZIN.. DATO' ABDUL AZIZ BIN MOHAMAD Kuala Lumpur, Malaysia. Date : 28 March 2016 STATUTORY DECLARATION PURSUANT TO SECTION 169(16) OF THE COMPANIES ACT, 1965 I, YEOH SOOK KENG, being the officer primarily responsible for the financial management of TRC SYNERGY BERHAD, do solemnly and sincerely declare that the accompanying financial statements set out on pages 13 to 128 are in my opinion correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, l960. Subscribed and solemnly declared by the abovenamed YEOH SOOK KENG at Kuala Lumpur in the Federal Territory on 28 March 2016 Before me,..... YEOH SOOK KENG.. Commissioner for Oath 9

13 INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TRC SYNERGY BERHAD Report On The Financial Statements We have audited the financial statements of TRC Synergy Berhad which comprise the statements of financial position as at 31 December 2015 of the Group and of the Company, and the statements of profit or loss and other comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company for the financial year then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages 13 to 128. Directors' Responsibility for the Financial Statements The directors of the Company are responsible for the preparation of financial statements that give a true and fair view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the Companies Act, 1965 in Malaysia, and for such internal control as the Directors determine are necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors' Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 10

14 INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TRC SYNERGY BERHAD (CONT'D) Opinion In our opinion, the financial statements have been properly drawn up in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards in Malaysia and the Companies Act, 1965 so as to give a true and fair view of the financial position of the Group and of the Company as of 31 December 2015 and of their financial performance and cash flows for the financial year then ended. Report On Other Legal And Regulatory Requirements In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following: (a) (b) (c) (d) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act. We have considered the financial statements and the auditors' reports of all the subsidiaries of which we have not acted as auditors, which are indicated in Note 17 to the financial statements. We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company's financial statements are in form and content appropriate and proper for the purposes of the preparation of the financial statements of the Group and we have received satisfactory information and explanations required by us for those purposes. The auditors' reports on the financial statements of the subsidiaries were not subject to any qualification or any adverse comment required to be made under Section 174(3) of the Act. Other Reporting Responsibilities The supplementary information set out on page 129 disclosed to meet the requirement of Bursa Malaysia Securities Berhad. The Directors are responsible for the preparation of the supplementary information in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants ("MIA Guidance") and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad. 11

15 INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TRC SYNERGY BERHAD (CONT'D) Other Matters This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report. AljeffriDean A.F. No Chartered Accountants T. Nagarajan KMN No: 824/04/16 (J) Chartered Accountant Kuala Lumpur, Malaysia Date : 28 March

16 STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2015 Group Company Note Revenue 3 767,986, ,955,887 18,473,006 13,255,349 Cost of sales 4 (717,896,436) (774,925,857) (4,463,516) (3,505,937) Gross profit 50,089,745 40,030,030 14,009,490 9,749,412 Other income 5 19,091,110 2,564,973 9,741, ,836 Administrative expenses (31,489,175) (29,847,531) (8,687,261) (10,100,349) Operating profit 37,691,680 12,747,472 15,063, ,899 Finance income 6 5,130,645 4,936,209 2,703,325 2,638,319 Finance costs 7 (5,757,196) (6,219,695) (2,331) (2,556) Share of profit/(loss) of associates 1,176,398 (182,730) - - Profit before tax 8 38,241,527 11,281,256 17,764,581 3,210,662 Income tax expense 11 (7,412,819) (8,846,373) (85,060) 76,068 Profit net of tax 30,828,708 2,434,883 17,679,521 3,286,730 Other comprehensive income, net of tax Items that are or may be reclassified subsequently to profit or loss : Foreign currency translation differences for foreign operations 248,742 (341,550) ,742 (341,550) - - Other comprehensive income/ (loss) for the year, net of tax 248,742 (341,550) - - Total comprehensive income for the year 31,077,450 2,093,333 17,679,521 3,286,730 13

17 STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2015 (CONT'D) Profit attributable to : Group Company Note Equity holders of the Company 30,352,004 3,519,245 17,679,521 3,286,730 Non - controlling interests 476,704 (1,084,362) - - Profit for the year 30,828,708 2,434,883 17,679,521 3,286,730 Total comprehensive income attributable to : Equity holders of the Company 30,619,785 3,181,319 17,679,521 3,286,730 Non - controlling interests 457,665 (1,087,986) - - Total comprehensive income for the year 31,077,450 2,093,333 17,679,521 3,286,730 Earning per share attributable to equity holders of the Company (sen) - Basic Diluted The accompanying notes form an integral part of the financial statements. 14

18 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2015 ASSETS NON-CURRENT ASSETS Note Investment properties 13 24,341,891 24,453,891 Property, plant and equipment 14 58,077,042 68,950,717 Properties held for development 15 50,277,629 46,770,899 Intangible assets 16 9,177 9,177 Investment in Subsidiaries Investment in Associates 18 8,444,068 11,865,075 Other investments 19 28,004,203 25,831,892 Other receivables Deferred tax assets ,312 84, ,376, ,965,675 CURRENT ASSETS Property development costs 15 62,068,038 18,893,514 Inventories , ,851 Trade and other receivables ,050, ,376,661 Other current assets 24 54,322,513 65,493,854 Cash and bank balances ,954, ,497, ,867, ,960,162 TOTAL ASSETS 786,243, ,925,837 15

19 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2015 (CONT'D) EQUITY AND LIABILITIES EQUITY Note Share capital ,248, ,248,512 Share premium , ,109 Other reserves 27 2,697,473 2,429,692 Retained earnings ,986,195 83,499,086 Equity attributable to equity holders of the Company 356,140, ,385,399 Non-controlling interest 66,942 (390,723) Total equity 356,207, ,994,676 NON-CURRENT LIABILITIES Borrowings 29 12,925,480 20,749,887 Deferred tax liabilities 21 3,028,618 2,407,552 15,954,098 23,157,439 CURRENT LIABILITIES Borrowings ,855, ,527,481 Trade and other payables ,723, ,454,993 Other current liabilities 31 67,773,758 51,898,456 Taxation 1,729, , ,082, ,773,722 Total liabilities 430,036, ,931,161 TOTAL EQUITY AND LIABILITIES 786,243, ,925,837 The accompanying notes form an integral part of the financial statements. 16

20 COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2015 ASSETS NON-CURRENT ASSETS Note Investment properties Property, plant and equipment 14 1,650,738 2,056,524 Properties held for development Intangible assets Investment in Subsidiaries ,924, ,412,304 Investment in Associates Other investments Other receivables ,109, ,766,588 Deferred tax assets ,381 84, ,822, ,319,440 CURRENT ASSETS Property development costs Inventories Trade and other receivables , ,233 Other current assets Cash and bank balances 25 6,888,737 6,766,355 7,802,234 7,652,588 TOTAL ASSETS 268,624, ,972,028 17

21 COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2015 (CONT'D) EQUITY AND LIABILITIES Note Equity attributable to equity holders of the Company Share capital ,248, ,248,512 Share premium , ,109 Other reserves Retained earnings 28 26,917,247 10,102,621 Total equity 267,373, ,559,242 NON-CURRENT LIABILITIES Borrowings Deferred tax liabilities CURRENT LIABILITIES Borrowings Trade and other payables 30 1,251, ,786 Other current liabilities Taxation - - 1,251, ,786 Total liabilities 1,251, ,786 TOTAL EQUITY AND LIABILITIES 268,624, ,972,028 The accompanying notes form an integral part of the financial statements. 18

22 STATEMENT OF CHANGES IN EQUITY - GROUP FOR THE YEAR ENDED 31 DECEMBER 2015 Attributable to Equity Holders of the Company Non-Distributable Distributable Non Share Share Other Retained Controlling Total Capital Premium Reserves Earnings Total Interests Equity Note (Note 26) (Note 26) (Note 27) (Note 28) At 1 January ,248, ,109 2,429,692 83,499, ,385,399 (390,723) 325,994,676 Warrants A Warrants B Dividends (864,895) (864,895) - (864,895) Foreign currency translation difference for foreign operations , ,781 (19,039) 248,742 Other comprehensive income for the year Profit for the year ,352,004 30,352, ,704 30,828,708 Total comprehensive income for the year ,781 30,352,004 30,619, ,665 31,077,450 At 31 December ,248, ,109 2,697, ,986, ,140,289 66, ,207,231 19

23 STATEMENT OF CHANGES IN EQUITY - GROUP FOR THE YEAR ENDED 31 DECEMBER 2015 (CONT'D) Attributable to Equity Holders of the Company Non-Distributable Distributable Non Share Share Other Retained Controlling Total Capital Premium Reserves Earnings Total Interests Equity Note (Note 26) (Note 26) (Note 27) (Note 28) At 1 January ,537, ,677 2,767,618 82,382, ,827, , ,524,586 ESOS 1,710,810 68, ,779,242-1,779,242 Warrants A Warrants B Dividends (2,402,485) (2,402,485) - (2,402,485) Foreign currency translation difference for foreign operations - - (337,926) - (337,926) (3,624) (341,550) Other comprehensive income for the year Profit for the year ,519,245 3,519,245 (1,084,362) 2,434,883 Total comprehensive income for the year - - (337,926) 3,519,245 3,181,319 (1,087,986) 2,093,333 At 31 December ,248, ,109 2,429,692 83,499, ,385,399 (390,723) 325,994,676 The accompanying notes form an integral part of the financial statements. 20

24 STATEMENT OF CHANGES IN EQUITY - COMPANY FOR THE YEAR ENDED 31 DECEMBER 2015 Non - distributable Distributable Share Share Retained Total Capital Premium Earnings Equity Note (Note 26) (Note 26) (Note 28) At 1 January ,248, ,109 10,102, ,559,242 Total comprehensive income ,679,521 17,679,521 Dividends (864,895) (864,895) Issue of ordinary shares pursuant to : Warrants A Warrants B At 31 December ,248, ,109 26,917, ,373,868 21

25 STATEMENT OF CHANGES IN EQUITY - COMPANY FOR THE YEAR ENDED 31 DECEMBER 2015 (CONT'D) Non - distributable Distributable Share Share Retained Total Capital Premium Earnings Equity Note (Note 26) (Note 26) (Note 28) At 1 January ,537, ,677 9,218, ,895,755 Total comprehensive income - - 3,286,730 3,286,730 Dividends (2,402,485) (2,402,485) Issue of ordinary shares pursuant to : ESOS 1,710,810 68,432-1,779,242 Warrants A Warrants B At 31 December ,248, ,109 10,102, ,559,242 The accompanying notes form an integral part of the financial statements. 22

26 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2015 Restated Note CASH FLOWS FROM OPERATING ACTIVITIES Profit before taxation 38,241,527 11,281,256 Adjustments for :- Bad debts written off 97,082 - Doubtful advances written off - 3,010 Gain on disposal of investment properties (62,440) - Unrealised gain on foreign exchange (17,892,543) (608,935) Dividend income - (649) Unrealised foreign exchange difference arising due to retranslation of financial statements in foreign currency (6,260,311) 1,390,516 Depreciation of property, plant and equipment 13,196,352 13,353,590 Amortisation of leasehold land 5,891 5,891 Gain on disposal of property, plant and equipment (400,315) (405,486) Share of results of associates (1,176,398) 182,730 Interest expense 9,936,621 10,491,478 Interest income (5,130,645) (4,936,209) Property, plant and equipment written off 1,304 21,696 Preliminary expenses written off - 2,910 Distribution of loss from partnership 217,503 58,845 Distribution of capital loss from partnership 155,618 - OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 30,929,246 30,840,643 Inventories 227, ,945 Receivables 49,309,779 48,945,497 Payables (22,856,530) 1,817,553 Property development project costs (43,026,381) 7,511,836 Cash generated from operations 14,583,362 89,733,474 Taxation paid (7,137,156) (9,431,471) Tax refund 2,217,691 - Interest paid (9,936,621) (10,491,478) Interest received 5,130,645 4,936,209 Net cash generated from operating activities 4,857,921 74,746,734 23

27 CONSOLIDATED STATEMENT OF CASH FLOWS (CONT'D) FOR THE YEAR ENDED 31 DECEMBER 2015 CASH FLOWS FROM INVESTING ACTIVITIES Restated Note Dividend received Associate company 5,163,412 (183,255) Proceeds from disposal of investment properties 174,440 - Purchase of property, plant and equipment 33 (2,973,692) (10,290,582) Proceeds from disposal of property, plant and equipment 4,874, ,427 Additional investment properties - (6,429,745) Net cash generated from/(used in) investing activities 7,238,509 (16,288,506) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds on share premium from ESOS and warrants exercised - 68,432 Proceeds from ESOS exercised - 1,710,810 Fixed deposits (27,222,987) 4,846,351 Proceeds/(Repayment) of short term borrowings 7,007,924 (11,958,606) Repayment of long term borrowings (7,824,407) (19,087,788) Dividend paid (864,895) (2,402,485) Net cash used in financing activities (28,904,365) (26,823,286) Net (decrease)/increase in cash and cash equivalents (16,807,935) 31,634,942 Effects of foreign exchange rate changes 118,497 (135,837) Cash and cash equivalents at the beginning of the year 69,761,670 38,262,565 Cash and cash equivalents at the end of the year 25 53,072,232 69,761,670 The accompanying notes form an integral part of the financial statements. 24

28 COMPANY STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2015 Note CASH FLOWS FROM OPERATING ACTIVITIES Profit before taxation 17,764,581 3,210,662 Adjustments for :- Unrealised (gain)/loss on foreign exchange (8,946,287) 2,084,717 Dividend income (10,000,000) (6,000,000) Depreciation of property, plant and equipment 405, ,401 Gain on disposal of investment in subsidiary (1,703) - Interest income (2,703,325) (2,638,319) OPERATING LOSS BEFORE WORKING CAPITAL CHANGES (3,480,948) (2,847,539) Receivables (275) (325) Payables 838,282 (41,674) Cash used in operations (2,642,941) (2,889,538) Taxation paid (204,000) (511,456) Tax refund 38,594 - Interest received 2,703,325 2,638,319 Net cash used in operating activities (105,022) (762,675) CASH FLOWS FROM INVESTING ACTIVITIES Dividend received 10,000,000 6,000,000 Additional investment in subsidiaries (2,512,319) (3,805,218) Proceeds from disposal of investment in subsidiary 1,707 - Other receivables (6,397,593) (426,275) Net cash generated from investing activities 1,091,795 1,768,507 25

29 COMPANY STATEMENT OF CASH FLOWS (CONT'D) FOR THE YEAR ENDED 31 DECEMBER 2015 CASH FLOWS FROM FINANCING ACTIVITIES Note Proceeds on share premium from ESOS and warrants exercised - 68,432 Proceeds from ESOS exercised - 1,710,810 Fixed deposits (164,909) (150,959) Dividend paid (864,895) (2,402,485) Net cash used in financing activities (1,029,804) (774,202) Net (decrease)/increase in cash and cash equivalents (43,031) 231,630 Effects of foreign exchange rate changes 504 (122) Cash and cash equivalents at the beginning of the year 1,427,044 1,195,536 Cash and cash equivalents at the end of the year 25 1,384,517 1,427,044 The accompanying notes form an integral part of the financial statements. 26

30 NOTES TO THE FINANCIAL STATEMENTS 31 DECEMBER CORPORATE INFOATION The principal activities of the Company are investment holding, general contractors for supplying labour and provision of corporate, administrative and financial support services to its subsidiaries. The principal activities of the subsidiaries are disclosed in Note 17 to the financial statements. The number of employees of the Company as at year end is 70 (2014: 68). The number of employees of the Group as at year end is 973 (2014: 1,116). The Company is a public limited liability company, incorporated and domiciled in Malaysia. The Company is listed on the Main Market of Bursa Malaysia Securities Berhad and produces financial statements available for the public use. The registered office and principal place of business of the Company is located at TRC Business Centre, Jalan Andaman Utama, Ampang, Selangor Darul Ehsan. The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the directors on 28 March SIGNIFICANT ACCOUNTING POLICIES 2.1. Basis of Preparation The financial statements of the Company have been prepared in accordance with Malaysian Financial Reporting Standards ("MFRSs"), International Financial Reporting Standards ("IFRSs") and the Companies Act, 1965 in Malaysia. At the beginning of the current financial year, the Group and the Company adopted Amendments to MFRSs and Issues Committee ("IC") Interpretations which are mandatory for the financial periods beginning on or after 1 January 2015 as disclosed in Note 2.2(a). The financial statements have been prepared on the historical cost basis except as disclosed in the accounting policies below. The financial statements are presented in Ringgit Malaysia () which is the Company's functional currency. 27

31 2. SIGNIFICANT ACCOUNTING POLICIES (CONT'D) 2.2. Statement of Compliance (a) Adoption of Amendments to MFRSs and IC Interpretation The accounting policies adopted by the Group and the Company are consistent with those adopted in the previous year, except as follows :- Amendments to MFRS 119, Employee Benefits - Defined Benefit Plans : Employee Contributions Annual Improvements to MFRS Cycle Annual Improvements to MFRS Cycle The adoption of the above pronouncements did not have any impact on the financial statements of the Group and the Company. (b) Standards issued but not yet effective The followings are accounting standards, amendments and interpretations of the MFRS framework that have been issued by the Malaysian Accounting Standards Board ("MASB") but have not been adopted by the Group and the Company. MFRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2016 * Amendments to MFRS 12, Disclosure of Interest in Other Entities - Investment Entities : Applying the Consolidation Exception * MFRS 14, Regulatory Deferral Accounts * * Amendments to MFRS 101, Presentation of Financial Statements - Disclosure Initiative Amendments to MFRS 11, Joint Arrangements - Accounting for Acquisitions of Interests in Joint Operations 28

32 2. SIGNIFICANT ACCOUNTING POLICIES (CONT'D) 2.2. Statement of Compliance (Cont'd) (b) Standards issued but not yet effective (Cont'd) MFRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2016 (Cont'd) * * * * * * * Amendments to MFRS 116, Property, Plant and Equipment and MFRS 138, Intangible Assets - Clarification of Acceptable Methods of Depreciation and Amortisation Amendments to MFRS 116, Property, Plant and Equipment and MFRS 141, Agriculture - Agriculture: Bearer Plants Amendments to MFRS 127, Equity Method in Separate Financial Statements Amendments to MFRS 128, Investment in Associates - Investment Entities : Applying the Consolidation Exception Amendments to MFRS 10, Consolidated Financial Statements - Investment Entities: Applying the Consolidation Exception Amendments to MFRS 10, Sale or Contribution of Assets between an Investor and its Associate or Joint Venture Annual improvements to MFRS Cycle MFRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2018 * * MFRS 9, Financial Instruments (2014) MFRS 15, Revenue from Contracts with Customers The initial application of the abovementioned accounting standards, amendments and interpretations are not expected to have any material impacts to the financial statements of the Group and the Company except as mentioned below: 29

33 2. SIGNIFICANT ACCOUNTING POLICIES (CONT'D) 2.2. Statement of Compliance (Cont'd) (b) Standards issued but not yet effective (Cont'd) MFRS 15, Revenue from Contracts with Customers MFRS 15 replaces the guidance in MFRS 111, Construction Contracts, MFRS 118, Revenue, IC Interpretation 13, Customer Loyalty Programmes, IC Interpretation 15, Agreements for Construction of Real Estate, IC Interpretation 18, Transfers of Assets from Customers and IC Interpretation 131, Revenue - Barter Transactions Involving Advertising Services. Upon adoption of MFRS 15, it is expected that the timing of revenue recognition might be different as compared with the current practices. MFRS 9, Financial Instruments MFRS 9 replaces the guidance in MFRS 139, Financial Instruments: Recognition and Measurement on the classification and measurement of financial assets. Upon adoption of MFRS 9, financial assets will be measured at either fair value or amortised cost. The Group is currently assessing the financial impact of these Standards and plan to adopt these Standards on the required effective date. 2.3 Summary of Significant Accounting Policies (a) Basis of Consolidation (i) Subsidiaries Subsidiaries are entities, including unincorporated entities, controlled by the Group. Control exists when the Group has the ability to exercise its power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable are taken into account. The Group controls an entity when; * the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. 30

34 2. SIGNIFICANT ACCOUNTING POLICIES (CONT'D) 2.3 Summary of Significant Accounting Policies (Cont'd) (a) Basis of Consolidation (Cont'd) (i) Subsidiaries (Cont'd) * * Potential voting rights are considered when assessing control only when such rights are substantive. The Group considers it has de facto power over an investee when, despite not having the majority of voting rights, its has the current ability to direct the activities of the investee that significantly affect the investee's return. Investments in subsidiaries are measured in the Company's statement of financial position at cost less any impairment losses. The cost of investments includes transaction costs. The accounting policies of subsidiaries are changed when necessary to align them with the policies adopted by the Group. (ii) Business combinations Business combinations are accounted for using the acquisition method from the acquisition date, which is the date on which control is transferred to the Group. For new acquisition, the Group measures the cost of goodwill at the acquisition date as : * the fair value of the consideration transferred; plus * * * the fair recognised value of amount the consideration of any non-controlling transferred; interests plus in the acquiree; plus if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; less the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed. When the exceed is negative, a bargain purchase gain is recognised immediately in profit or loss. 31

35 2. SIGNIFICANT ACCOUNTING POLICIES (CONT'D) 2.3 Summary of Significant Accounting Policies (Cont'd) (a) Basis of Consolidation (Cont'd) (ii) Business combinations (Cont'd) For each business combination, the Group elects whether it measures the noncontrolling interests in the acquiree either at fair value or at the proportionate share of the acquiree's identifiable net assets at the acquisition date. Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred. (iii) Accounting for acquisitions of non-controlling interests The Group treats all changes in its ownership interest in a subsidiary that do not result in a loss of control as equity transactions between the Group and its noncontrolling interest holders. Any differences between the Group's share of net assets before and after the change, and any consideration received or paid, is adjusted to or against Group reserves. Business combinations arising from transfers of interests in entities that are under the control of the shareholder that controls the Group are accounted for as if the acquisition had occrued at the beginning of the earliest comparative period presented or, if later, at the date that common control was established; for this purpose comparatives are restated. The assets and liabilities acquired are recognised at the carrying amounts recognised previously in the Group controlling shareholder's consolidated financial statements. The components of equity of the acquired entities are added to the same components within Group equity and resulting gain/loss is recognised directly in equity. (iv) Loss of control Upon the loss of control of a subsidiary, the Group derecognises the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised in profit or loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently it is accounted for as an equity-accounted investee or as an available-for-sale financial asset depending on the level of influence retained. 32

36 2. SIGNIFICANT ACCOUNTING POLICIES (CONT'D) 2.3 Summary of Significant Accounting Policies (Cont'd) (a) Basis of Consolidation (Cont'd) (v) Non-controlling interests Non-controlling interests at the end of the reporting period, being the equity in a subsidiary not attributable directly or indirectly to the equity holders of the Company, are presented in the consolidated statement of financial position and statement of changes in equity within equity, separately from equity attributable to the owners of the Company. Non-controlling interests in the results of the Group is presented in the consolidated statement of comprehensive income as an allocation of the profit or loss and the comprehensive income for the year between non-controlling interests and the owners of the Company. (vi) Transactions eliminated on consolidation (vii) Joint arrangements * Losses applicable to the non-controlling interests in a subsidiary are allocated to the non-controlling interests even if doing so causes the non-controlling interests to have a deficit balance. Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with associates are eliminated against the investment to the extent of the Group's interest in the associates. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. Joint arrangements are arrangements of which the group has joint control, established by contracts requiring unanimous consent for decisions about the activities that significantly affect the arrangements' returns. Joint arrangements are classified and accounted for as follows : A joint arrangement is classified as "joint operation" when the Group or the Company has rights to the assets and obligations for the liabilities relating to an arrangement. The Group and the Company account for each of its share of the assets, liabilities and transactions, including its share of those held or incurred jointly with the other investors, in relation to the joint operation. 33

37 2. SIGNIFICANT ACCOUNTING POLICIES (CONT'D) 2.3 Summary of Significant Accounting Policies (Cont'd) (a) Basis of Consolidation (Cont'd) (vii) Joint arrangements (cont'd) * the A joint fair value arrangement of the consideration is classifiedtransferred; "joint venture" plus when the Group has rights only to the net assets of the arrangements. The Group accounts for its interest in the joint venture using the equity method. Investments in joint venture are measured in the Group's statement of financial position at cost less any impairment losses, unless the investment is classified as held for sale or distribution. The cost of investment includes transaction costs. (viii) Associates An associate is an entity, not being a subsidiary or a joint venture, in which the Group has significant influence. An associate is equity accounted for from the date the Group obtains significant influence until the date the Group ceases to have significant influence over the associate. The Group's investments in associates are accounted for using the equity method. Under the equity method, the investment in associates is measured in the statement of financial position at cost plus post -acquisition changes in the Group's share of net assets of the associates. Goodwill relating to associates is included in the carrying amount of the investment. Any excess of the Group's share of the net fair value of the associate's identifiable assets, liabilities and contingent liabilities over the cost of the investment is excluded from the carrying amount of the investment and is instead included as income in the determination of the Group's share of the associate's profit or loss for the period in which the investment is acquired. When the Group's share of losses in an associate equals or exceeds its interest in the associates, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. When the Group ceases to have significant influence over an associate, any retained interest in the former associate at the date when significant influence is lost is measured at fair value and this amount is regarded as the initial carrying amount of a financial asset. The difference between the fair value of any retained interest plus proceeds from the interest disposed of and the carrying amount of the investment at the date when equity method is discontinued is recognised in the profit or loss. 34

38 2. SIGNIFICANT ACCOUNTING POLICIES (CONT'D) 2.3 Summary of Significant Accounting Policies (Cont'd) (a) Basis of Consolidation (Cont'd) (viii) Associates (Cont'd) When the Group's interest in an associate decrease but does not result in a loss of significant influence, any retained interest is not re-measured. Any gain or loss arising from the decrease in interest is recognised in profit or loss. Any gains or losses previously recognised in other comprehensive income are also reclassified proportionately to the profit or loss if that gain or loss would be required to be reclassified to profit or loss on the disposal of the related assets or liabilities. After application of the equity method, the Group determines whether it is necessary to recognise an additional impairment loss on the Group's investment in its associates. The Group determines at each reporting date whether there is any objective evidence that the investment in associate is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the amount in profit or loss. The financial statements of the associates are prepared as of the same reporting date as the Company. Where necessary, adjustments are made to bring the accounting policies in line with those of the Group. In the Company's separate financial statements, investment in associates are stated at cost less impairment losses. On disposal of such investment, the difference between net disposal proceeds and their carrying amounts is included in profit or loss. (b) Goodwill Goodwill is initially measured at cost. Following initial recognition, goodwill is measured at cost less accumulated impairment losses. For the purpose of impairment testing, goodwill acquired is allocated, from the acquisition date, to each of the Group's cash-generating units that are expected to benefit from the synergies of the combination. 35

39 2. SIGNIFICANT ACCOUNTING POLICIES (CONT'D) 2.3 Summary of Significant Accounting Policies (Cont'd) (b) Goodwill (Cont'd) The cash-generating unit to which goodwill has been allocated is tested for impairment annually and whenever there is an indication that the cash-generating unit be impaired, by comparing the carrying amount of the cash-generating unit, including the allocated goodwill, with the recoverable amount of the cash-generating unit. Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognised in the profit or loss. Impairment losses recognised for goodwill are not reversed in subsequent periods. Where goodwill forms part of a cash-generating unit and part of the operation within that cash-generating unit is disposed off, the goodwill associated with the operation disposed off is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed off in this circumstance is measured based on the relative fair values of the operations disposed off and the portion of the cash-generating unit retained. (c) Inventories Inventories are stated at lower of cost and net realisable value. Cost is determined using the first in, first out method. The cost of raw materials comprises costs of purchase. The costs of finished goods and work-in-progress comprise costs of raw materials, direct labour, other direct costs and appropriate proportions of manufacturing overheads based on normal operating capacity. The cost of unsold properties comprises cost associated with the acquisition of land, direct costs and appropriate proportions of common costs. Net realisable value represents the estimated selling price in the ordinary course of business, less all estimated costs of completion and applicable variable selling expenses. In arriving at the net realisable value, due allowances is made for all obsolete and slow moving items. 36