YFG Berhad. (Company No W) (Incorporated in Malaysia) and its subsidiaries Reissued financial statements for the year ended 30 June 2014

Transcription

1 YFG Berhad (Company No W) (Incorporated in Malaysia) and its subsidiaries Reissued financial statements for the year ended 30 June 2014

2 1 YFG Berhad (Company No W) (Incorporated in Malaysia) and its subsidiaries Directors report for the year ended 30 June 2014 The Directors hereby submit their report and the audited reissued financial statements of the Group and of the Company for the financial year ended 30 June Principal activities The Company is principally engaged in investment holding and provision of management services, whilst the principal activities of the subsidiaries are as stated in Note 5 to the reissued financial statements. There has been no significant change in the nature of these activities during the financial year. Results Group Company (Loss)/Profit for the year attributable to : Owners of the Company (14,417,383) 584,281 Non-controlling interests (6,467) - (14,423,850) 584,281 Reserves and provisions There were no material transfers to or from reserves and provisions during the financial year under review except as disclosed in the reissued financial statements. Dividend No dividend was paid since the end of the previous financial year and the Directors do not recommend any dividend to be paid for the financial year under review.

3 Company No W 2 Directors of the Company Directors who served since the date of the last report are : Lim Chong Ling Rezal Zain Bin Abdul Rashid Ting Keng Fui Dr. Roslan Bin A Ghaffar (Appointed on ) Soo Hon Chong (Appointed on ) Chee Hor Wooi (Appointed on ) Lim Choong Yik (Resigned on ) Dato Ir. Abdul Rashid Bin Ahmad (Resigned on ) Geh Yean Chang (Resigned on ) Thye Fook Keong (Resigned on ) Dr. Loh Leong Hua (Resigned on ) Directors interests in shares The interests and deemed interests in the ordinary shares, warrants and options over shares of the Company and of its related corporations (other than wholly-owned subsidiaries) of those who were Directors at financial year end (including the interests of the spouses and/or children of the Directors who themselves are not Directors of the Company) as recorded in the Register of Directors Shareholdings are as follows : Interest in the Company Number of ordinary shares of 0.10 each Balance as at Bought (Sold) Balance as at Dato Ir. Abdul Rashid Bin Ahmad Interest in the Company : - own 2,449, ,449,995 Lim Chong Ling Interest in the Company : - own 22,616,900 1,030,000-23,646,900 - others # 900, ,000 Geh Yean Chang Interest in the Company : - own 22,355, ,355,400 Deemed interest in the Company : - own 7,686, ,686,000 Rezal Zain Bin Abdul Rashid Interest in the Company : - own 8,140, ,140,995

4 Company No W 3 Directors interests in shares (continued) Number of ordinary shares of 0.10 each Balance as at Bought (Sold) Balance as at Thye Fook Keong Deemed interest in the Company : - own 11,029,000 - (11,029,000) - Lim Choong Yik Interest in the Company : - own 9,300, ,000-10,000,000 - others # 1,700,000 1,300,000-3,000,000 Dr.Loh Leong Hua Interest in the Company : - own 300, ,000 (299,200) 700,800 Ting Keng Fui Interest in the Company : - own 1,643,600 1,029,000-2,672,600 - others # 789, ,900 Warrants over shares in the Company Number of warrants over ordinary shares of 0.10 each Balance as at Bought (Sold) Balance as at Lim Chong Ling Interest in the Company : - own 10,168,282 - (1,976,000) 8,192,282 - others # 450, ,000 Geh Yean Chang Interest in the Company : - own 11,017, ,017,341 Deemed interest in the Company : - own 3,843, ,843,000 Rezal Zain Bin Abdul Rashid Interest in the Company : - own 5,295, ,295,494

5 Company No W 4 Directors interests in shares (continued) Number of warrants over ordinary shares of 0.10 each Balance as at Bought (Sold) Balance as at Thye Fook Keong Deemed interest in the Company : - own 6,043,500 - (6,043,500) - Lim Choong Yik Interest in the Company : - own - 1,109,000-1,109,000 Ting Keng Fui Interest in the Company : - own 863, ,500-1,417,900 - others # 434, ,850 # These are shares and warrants held in the name of the spouses and children and are regarded as interest of the Directors in accordance with Section 134(12)(c) of the Companies Act, Options over shares in the Company Exercise Price () Number of options over ordinary shares of 0.10 each At Granted (Exercised) At Dato Ir. Abdul Rashid Bin Ahmad - own ,000,000-2,000,000 Lim Chong Ling - own ,200,000-8,200,000 Rezal Zain Bin Abdul Rashid - own ,000,000-1,000,000 Geh Yean Chang - own ,200,000-7,200,000 Thye Fook Keong - own ,000,000-1,000,000 Lim Choong Yik - own ,000,000-1,000,000

6 Company No W 5 Directors interests in shares (continued) Exercise Price () Number of option over ordinary shares of 0.10 each At Granted (Exercised) At Dr. Loh Leong Hua - own ,000,000-1,000,000 Ting Keng Fui - own ,000,000-1,000,000 Directors benefits Since the end of the previous financial year, no Director of the Company has received nor become entitled to receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by Directors as shown in the reissued financial statements of the Company and its related corporations) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which the Director is a member, or with a company in which the Director has a substantial financial interest. There were no arrangements during and at the end of the financial year which had the object 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 apart from the issue of the Employees Share Option Scheme ( ESOS ) of the Company. Issue of shares and debentures During the financial year, the Company increased its authorised share capital from 100,000,000 divided into 1,000,000,000 ordinary shares of 0.10 each to 500,000,000 divided into 5,000,000,000 ordinary shares of 0.10 each. There were no other changes in the authorised, issued and paid-up capital of the Company and no debentures were issued during the financial year. Options granted over unissued shares No options were granted to any person to take up unissued shares of the Company during the year apart from the issue of warrants and options pursuant to ESOS. Warrant During the financial year 2011, the Company issued 304,534,998 free warrants ( Warrants ) to subscribers of renounceable Rights Issue ( Rights Shares ) of 203,023,332 new ordinary shares of 0.10 each in the Company on the basis of three (3) Warrants for every two (2) Rights Shares subscribed for.

7 Company No W 6 Warrant (continued) Each warrant carries the entitlement, at any time during the exercise period, to subscribe for one (1) new ordinary share of 0.10 each in the Company at the exercise price of 0.13 per ordinary share, subject to adjustments in accordance with the provisions of the Deed Poll which is to be satisfied in cash. Any warrant not exercised during the exercise period will lapse and thereafter ceases to be valid for any purpose. The exercise period of the warrant will expire on 27 March No warrant was exercised during the financial year. As at the end of reporting date, 304,534,998 warrants remained unexercised. Employees share option scheme At the Extraordinary General Meeting held on 31 July 2013, the Company s shareholders approved the establishment of an ESOS of not more than 15% of the issued and paid-up share capital of the Company. The salient features of the scheme are, inter alia, as follows: i) The maximum number of new ordinary shares of 0.10 each in the Company ( the Shares ) to be allotted and issued pursuant to the exercise of the options that may be granted under the scheme shall not, in aggregate, exceed fifteen percent (15%) of the prevailing issued and paid-up share capital (excluding treasury shares) of the Company throughout the duration of the scheme. ii) iii) iv) Eligible to Malaysian citizen employees who have been confirmed in service and have served the Group on a continuous full time basis for a period of not less than twelve months prior to the date of offer and is on the payroll of any company within the Group. The maximum allowable allotment to the Director and senior management of the Group shall not be more than fifty percent (50%) of the options available under the scheme. The maximum allocation to an eligible employee who, either singly or collectively through persons connected with him holds twenty percent (20%) or more of the issued and paidup capital of the Company (excluding treasury shares), does not exceed ten percent (10%) of the total number of Shares to be issued under the scheme. The scheme shall be in force for a period of five (5) years commencing from the date after the scheme is in full compliance, and the Board has the absolute discretion to extend the duration of the scheme for up to further period of five (5) years provided that the Company serves appropriate notice on each Grantee and/or make the necessary announcements. v) The option price shall be determined by the Board upon recommendation of the ESOS Committee and shall fixed at higher of the five (5)-day weighted average market price of the Shares at the date of offer, with a discount of not more than ten percent (10%) or the par value of the Shares of 0.10 each.

8 Company No W 7 Employees share option scheme (continued) vi) The options would be exercisable during the option period in accordance with the maximum percentage of the options exercisable, in aggregate, in each year commencing from the date of offer as detailed below : Maximum percentage of options exercisable in each year commencing from the date of offer Year 1 Year 2 Year 3 Year 4 Year 5 Eligible Employee 20% 20% 20% 20% 20% The options offered to take up unissued ordinary shares of 0.10 each and the exercise price is as follows : Date of offer Exercise price Number of options over ordinary shares of 0.10 each Lapsed due At to Granted Exercised resignation At August ,306,200 - (1,380,200) 53,926,000 The Company has been granted exemption by the Companies Commission of Malaysia from having to disclose in this report the names of option holders who were granted less than 1,000,000 options to take up unissued ordinary shares of 0.10 each during the financial year. This information has been separately filed with the Companies Commission of Malaysia. The names of the option holders who have been granted options to subscribe for 1,000,000 or more ordinary shares of 0.10 each during the financial year are as follows : Name of option holder Grant date Exercise price Number of options over ordinary shares of 0.10 each Lim Chong Ling ,200,000 Geh Yean Chang ,200,000 Choy Ping Keong ,200,000 Ho Wing Na ,200,000 Phang Tuck Lim ,000,000 Tan Ai Leng ,000,000 Tan Eng Leng ,000,000 Dato Ir Abdul Rashid Bin Ahamd ,000,000 Yeong Yoke Lan ,140,000 Lim Choong Yik ,000,000 Lim Pooi Pei ,000,000 Loh Leong Hua ,000,000 Low Li San ,000,000 Rezal Zain Bin Abdul Rashid ,000,000 Thye Fook Keong ,000,000 Ting Keng Fui ,000,000

9 Company No W 8 Other statutory information Before the reissued financial statements of the Group and of the Company were made out, the Directors took reasonable steps to ascertain that : i) all known bad debts have been written off and adequate provision made for doubtful debts, and ii) any current assets which were unlikely to be realised in the ordinary course of business have been written down to an amount which they might be expected so to realise. At the date of this report, the Directors are not aware of any circumstances : i) that would render the amount written off for bad debts, or the amount of the provision for doubtful debts, in the Group and in the Company inadequate to any substantial extent, or ii) iii) iv) that would render the value attributed to the current assets in the reissued 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, or not otherwise dealt with in this report or the reissued financial statements, that would render any amount stated in the reissued financial statements of the Group and of the Company misleading. At the date of this report, there does not exist : i) any charge on the assets of the Group or of the Company that has arisen since the end of the financial year and which secures the liabilities of any other person, or ii) any contingent liability in respect of the Group or of the Company that has arisen since the end of the financial year. No contingent liability or other liability of any company in the Group has become enforceable, or is likely to become enforceable within the period of twelve months after the end of the financial year which, in the opinion of the Directors, will or may substantially affect the ability of the Group and of the Company to meet their obligations as and when they fall due. In the opinion of the Directors, except for the impairment loss on trade and other receivables as disclosed in Note 19 to the reissued financial statements, the financial performance of the Group and of the Company for the financial year ended 30 June 2014 have not been substantially affected by any item, transaction or event of a material and unusual nature nor has any such item, transaction or event occurred in the interval between the end of that financial year and the date of this report. Subsequent events The details of such events are disclosed in Note 27 to the reissued financial statements.

10 Company No W 9 Auditors The auditors, Messrs KPMG, have indicated their willingness to accept re-appointment. Signed on behalf of the Board of Directors in accordance with a resolution of the Directors : Lim Chong Ling. Soo Hon Chong Shah Alam, Date : 22 September 2015

11 10 YFG Berhad (Company No W) (Incorporated in Malaysia) and its subsidiaries Consolidated statement of financial position as at 30 June 2014 Assets Note Property, plant and equipment 3 16,309, ,074 Investment properties 4 2,224,535 4,237,743 Investment in associates 6 1,384,421 1,421,767 Other investments 7-29 Deferred tax assets 8 2,555,048 2,778,000 Total non-current assets 22,473,933 9,192,613 Trade and other receivables 9 103,724, ,881,768 Current tax assets 5,339 4,750 Cash and cash equivalents 10 6,046,379 6,751, ,776, ,638,165 Asset classified as held for sale ,829 - Total current assets 110,181, ,638,165 Total assets 132,655, ,830,778

12 Company No W 11 Consolidated statement of financial position as at 30 June 2014 (continued) Equity Note Share capital 12 54,473,317 54,473,317 Reserves 13 (29,571,978) (16,010,835) Total equity attributable to owners of the Company 24,901,339 38,462,482 Non-controlling interests (109,796) (103,329) Total equity 24,791,543 38,359,153 Liabilities Loans and borrowings , ,822 Total non-current liabilities 448, ,822 Loans and borrowings 14 30,098,461 14,440,289 Trade and other payables 15 77,312,995 65,760,195 Current tax payables 3,851 5,319 Total current liabilities 107,415,307 80,205,803 Total liabilities 107,863,764 80,471,625 Total equity and liabilities 132,655, ,830,778 The notes on pages 23 to 93 are an integral part of these reissued financial statements.

13 12 YFG Berhad (Company No W) (Incorporated in Malaysia) and its subsidiaries Consolidated statement of profit or loss and other comprehensive income for the year ended 30 June 2014 Note Revenue ,196, ,780,649 Cost of contracts 18 (147,983,836) (124,780,447) Gross profit 3,212,743 11,000,202 Administrative expenses (7,359,804) (6,788,103) Other operating expenses (11,041,218) (2,822,795) Other operating income 1,159, ,086 Results from operating activities (14,028,631) 2,058,390 Finance income 122, ,231 Finance costs 22 (161,826) (221,426) Share of losses of equity accounted investees, net of tax (37,346) (32,508) (Loss)/Profit before tax 19 (14,105,285) 1,990,687 Tax (expense)/income 23 (318,565) 2,711,440 (Loss)/Profit for the year (14,423,850) 4,702,127 Other comprehensive expense, net of tax Items that are or may be reclassified subsequently to profit or loss Foreign currency translation differences for foreign operation (720) - Total comprehensive (expense)/income for the year (14,424,570) 4,702,127

14 Company No W 13 Consolidated statement of profit or loss and other comprehensive income for the year ended 30 June 2014 (continued) (Loss)/Profit for the year attributable to : Note Owners of the Company (14,417,383) 4,602,409 Non-controlling interests (6,467) 99,718 (Loss)/Profit for the year (14,423,850) 4,702,127 Total comprehensive (expense)/income for the year attributable to : Owners of the Company (14,418,103) 4,602,409 Non-controlling interests (6,467) 99,718 Total comprehensive (expense)/income for the year (14,424,570) 4,702,127 Basic and diluted (loss)/earnings per ordinary share (sen) 24 (2.37) 0.76 The notes on pages 23 to 93 are an integral part of these reissued financial statements.

15 14 YFG Berhad (Company No W) (Incorporated in Malaysia) and its subsidiaries Consolidated statement of changes in equity for the year ended 30 June 2014 Attributable to owners of the Company Non-distributable Share capital Warrant reserve Translation reserve Share option reserve Accumulated losses Total Noncontrolling interests Total equity At 1 July ,473,317 8,070, ,832 - (28,886,253) 33,860,073 (203,047) 33,657,026 Profit for the year representing total comprehensive income for the year ,602,409 4,602,409 99,718 4,702,127 At 30 June 2013/1 July ,473,317 8,070, ,832 - (24,283,844) 38,462,482 (103,329) 38,359,153 Other comprehensive expense for the year Foreign currency translation differences in a foreign operation - - (720) - - (720) - (720) Loss for the year (14,417,383) (14,417,383) (6,467) (14,423,850) Total comprehensive expense for the year - - (720) - (14,417,383) (14,418,103) (6,467) (14,424,570) Transactions with owners of the Company Share-based payment transactions , , ,960 At 30 June ,473,317 8,070, , ,960 (38,701,227) 24,901,339 (109,796) 24,791,543 The notes on pages 23 to 93 are an integral part of these reissued financial statements.

16 15 YFG Berhad (Company No W) (Incorporated in Malaysia) and its subsidiaries Consolidated statement of cash flows for the year ended 30 June 2014 Cash flows from operating activities Note (Loss)/Profit before tax from continuing operations (14,105,285) 1,990,687 Adjustments for : Depreciation of property, plant and equipment 3 327, ,243 Depreciation of investment properties 4 55,989 2,900 Share of results of associates, net of tax 37,346 32,508 Gain on disposal of : - plant and equipment 19 (16,583) (2,997) - a subsidiary 19 (799,824) - Loss on disposal of other investments 29 - Finance costs 22 2,606,839 1,104,109 Finance income 19 (122,518) (186,231) Write off of plant and equipment 80,617 - Share-based payment transactions 856,960 - Operating (loss)/profit before changes in working capital (11,078,727) 3,129,219 Changes in working capital : Trade and other receivables (843,059) (23,894,144) Trade and other payables 2,960,303 20,950,511 Cash (used in)/generated from operations (8,961,483) 185,586 Income tax paid (97,670) (43,038) Net cash (used in)/from operating activities (9,059,153) 142,548

17 Company No W 16 Consolidated statement of cash flows for the year ended 30 June 2014 (continued) Cash flows from investing activities Note Withdrawal/(Placement) of deposits pledged 886,940 (126,229) Proceeds from disposal of : - a subsidiary, net of cash and cash equivalents disposed 28 4,799, plant and equipment 24,120 3,000 Purchase of property, plant and equipment A (6,862,152) (148,441) Interest received 122, ,231 Purchase of investment property 4 (2,447,610) - Net cash used in investing activities (3,476,360) (85,439) Cash flows from financing activities Interest paid (2,606,839) (1,104,109) Drawdown of bank borrowings, net 9,531,011 2,155,535 Repayment of finance lease liabilities (165,942) (98,595) Net cash from financing activities 6,758, ,831 Net (decrease)/increase in cash and cash equivalents (5,777,283) 1,009,940 Cash and cash equivalents at 1 July 2,513,814 1,503,874 Cash and cash equivalents at 30 June B (3,263,469) 2,513,814

18 Company No W 17 Consolidated statement of cash flows for the year ended 30 June 2014 (continued) A. Purchase of property, plant and equipment During the year, the Group acquired property, plant and equipment with an aggregate cost of 15,970,712 (2013 : 148,441) of which 516,783 (2013 : Nil) was acquired by means of finance lease and 8,591,777 (2013 : Nil) is owing to the vendor of the property (Note 15.2(iii)). B. Cash and cash equivalents Cash and cash equivalents included in the consolidated statement of cash flows comprise the following consolidated statement of financial position amounts : Note Deposits placed with licensed banks 10 3,350,893 5,248,189 Cash and bank balances 10 2,695,486 1,503,458 Bank overdrafts 14 (5,958,955) - 87,424 6,751,647 Less: Deposits pledged 10 (3,350,893) (4,237,833) (3,263,469) 2,513,814 The notes on pages 23 to 93 are an integral part of these reissued financial statements.

19 18 YFG Berhad (Company No W) (Incorporated in Malaysia) Statement of financial position as at 30 June 2014 Assets Note Property, plant and equipment 3 287, ,492 Investment in subsidiaries 5 36,181,349 35,900,069 Investment in associates 6 329, ,701 Deferred tax assets 8 329,000 - Total non-current assets 37,127,923 36,554,262 Trade and other receivables 9 20,781,439 18,282,114 Cash and cash equivalents ,612 1,395,311 Total current assets 20,916,051 19,677,425 Total assets 58,043,974 56,231,687 Equity Share capital 12 54,473,317 54,473,317 Reserves 13 2,113, ,677 Total equity attributable to owners of the Company 56,587,235 55,145,994 Liabilities Loans and borrowings 14 80,715 69,144 Total non-current liabilities 80,715 69,144 Loans and borrowings 14 41,967 32,004 Trade and other payables 15 1,334, ,355 Current tax payables - 2,190 Total current liabilities 1,376,024 1,016,549 Total liabilities 1,456,739 1,085,693 Total equity and liabilities 58,043,974 56,231,687 The notes on pages 23 to 93 are an integral part of these reissued financial statements.

20 19 YFG Berhad (Company No W) (Incorporated in Malaysia) Statement of profit or loss and other comprehensive income for the year ended 30 June 2014 Continuing operations Note Revenue 17 5,489,984 4,276,164 Administrative expenses (5,131,582) (3,734,746) Other operating expenses (100,266) (236,813) Other operating income Results from operating activities 258, ,605 Finance income 7,471 39,572 Finance costs 22 (4,368) (6,087) Profit before tax , ,090 Tax income/(expense) ,942 (54,050) Profit for the year representing total comprehensive income for the year 584, ,040 The notes on pages 23 to 93 are an integral part of these reissued financial statements.

21 20 YFG Berhad (Company No W) (Incorporated in Malaysia) Statement of changes in equity for the year ended 30 June 2014 Attributable to owners of the Company Non-distributable Share Share option Warrant Accumulated Total capital reserve reserve losses At 1 July ,473,317-8,070,177 (7,681,540) 54,861,954 Profit for the year representing total comprehensive income for the year , ,040 At 30 June 2013/ 1 July ,473,317-8,070,177 (7,397,500) 55,145,994 Profit for the year representing total comprehensive income for the year , ,281 Transactions with owners of the Company Share-based payment transactions - 856, ,960 At 30 June ,473, ,960 8,070,177 (6,813,219) 56,587,235 The notes on pages 23 to 93 are an integral part of these reissued financial statements.

22 21 YFG Berhad (Company No W) (Incorporated in Malaysia) Statement of cash flows for the year ended 30 June 2014 Cash flows from operating activities Note Profit before tax from continuing operations 261, ,090 Adjustments for : Depreciation of plant and equipment 3 129,710 41,768 Finance income 19 (7,471) (39,572) Finance costs 22 4,368 6,087 Loss on disposal of an associate 19-20,799 Share-based payment transactions 575,680 - Write off of plant and equipment 79,967 - Operating profit before changes in working capital 1,043, ,172 Changes in working capital : Trade and other receivables (2,499,325) 2,185,356 Trade and other payables 351,702 (1,287,371) Cash generated (used in)/from operations (1,104,030) 1,265,157 Income tax paid (8,248) (2,291) Net cash (used in)/from operating activities (1,112,278) 1,262,866 Cash flows from investing activities Proceeds from disposal of an associate - 1 Purchase of plant and equipment A (111,276) (71,160) Interest received 7,471 39,572 Net cash used in investing activities (103,805) (31,587)

23 Company No W 22 Statement of cash flows for the year ended 30 June 2014 (continued) Cash flows from financing activities Note Interest paid (4,368) (6,087) Repayment of finance lease liabilities (40,248) (30,285) Net cash used in financing activities (44,616) (36,372) Net (decrease)/increase in cash and cash equivalents (1,260,699) 1,194,907 Cash and cash equivalents at 1 July 1,395, ,404 Cash and cash equivalents at 30 June B 134,612 1,395,311 Note A. Purchase of plant and equipment During the financial year, the Company acquired plant and equipment with an aggregate cost of 173,058 (2013 : 71,160) of which 61,782 (2013 : Nil) was acquired by means of finance lease. B. Cash and cash equivalents Cash and cash equivalents included in the statement of cash flows comprise the following statement of financial position amounts : Note Deposit placed with a licensed bank 10-1,010,356 Cash and bank balances , , ,612 1,395,311 The notes on pages 23 to 93 are an integral part of these reissued financial statements.

24 23 YFG Berhad (Company No W) (Incorporated in Malaysia) and its subsidiaries Notes to the reissued financial statements YFG Berhad is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the Main Market of Bursa Malaysia Securities Berhad. The address of the principal place of business and registered office of the Company is as follows : No.6, Jalan Tiang U8/92 Perindustrian Bukit Jelutong Seksyen U Shah Alam Selangor Darul Ehsan The consolidated reissued financial statements of the Company as at and for the financial year ended 30 June 2014 comprise the Company and its subsidiaries (together referred to as the Group and individually referred to as Group entities ) and the Group s interest in associates. The reissued financial statements of the Company as at and for the financial year ended 30 June 2014 do not include other entities. The Company is principally engaged in investment holding and provision of management services, whilst the principal activities of the subsidiaries are as stated in Note 5 to the reissued financial statements. These reissued financial statements are prepared under the directive of Securities Commission issued to the Company on 13 May These reissued financial statements were authorised for issue by the Board of Directors on 22 September As disclosed in Note 33, these reissued financial statements superseded the previous amended financial statements which were authorised for issue by the Board of Directors on 5 November 2014.

25 Company No W Basis of preparation (a) Statement of compliance The reissued financial statements of the Group and of the Company have been prepared in accordance with Malaysian Financial Reporting Standards ( MFRS ), International Financial Reporting Standards and the Companies Act, 1965 in Malaysia. The following are accounting standards, amendments and interpretations 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 2014 Amendments to MFRS 10, Consolidated financial statements: Investment Entities Amendments to MFRS 12, Disclosure of Interests in Other Entities: Investment Entities Amendments to MFRS 127, Separate financial statements (2011): Investment Entities Amendments to MFRS 132, Financial Instruments: Presentation - Offsetting Financial Assets and Financial Liabilities Amendment to MFRS 136, Impairment of Assets - Recoverable Amount Disclosures for Non-Financial Assets Amendments to MFRS 139, Financial Instruments : Recognition and Measurement - Novation of Derivatives and Continuation of Hedge Accounting IC Interpretation 21, Levies MFRSs, Interpretations and amendments effective for annual periods beginning on or after 1 July 2014 Amendments to MFRS 1, First-time Adoption of Malaysian Financial Reporting Standards (Annual Improvements Cycle) Amendments to MFRS 2, Share-based Payment (Annual Improvements Cycle) Amendments to MFRS 3, Business Combinations (Annual Improvements Cycle and Cycle) Amendments to MFRS 8, Operating Segments (Annual Improvements Cycle) Amendments to MFRS 13, Fair Value Measurement (Annual Improvements Cycle and Cycle) Amendments to MFRS 116, Property, Plant and Equipment (Annual Improvements Cycle) Amendments to MFRS 119, Employee Benefits Defined Benefit Plans: Employee Contributions Amendments to MFRS 124, Related Party Disclosures (Annual Improvements Cycle) Amendments to MFRS 138, Intangible Assets (Annual Improvements Cycle)* Amendments to MFRS 140, Investment Property (Annual Improvements Cycle)

26 Company No W Basis of preparation (continued) (a) Statement of compliance (continued) MFRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2016 Amendments to MFRS 5, Non-current Assets Held for Sale and Discontinued Operations (Annual Improvements Cycle) Amendments to MFRS 7, Financial Instruments: Disclosures (Annual Improvements Cycle) Amendments to MFRS 10, Consolidated Financial Statements and MFRS 128, Investments in Associates and Joint Ventures Sale or Contribution of Assets between an Investor and its Associate or Joint Venture Amendments to MFRS 10, Consolidated Financial Statements, MFRS 12, Disclosure of Interests in Other Entities and MFRS 128, Investments in Associates and Joint Ventures Investment Entities: Applying the Consolidation Exception Amendments to MFRS 11, Joint Arrangements - Accounting for Acquisition of Interest in Joint Operations MFRS 14, Regulatory Deferred Accounts Amendments to MFRS 101, Presentation of Financial Statements Disclosure Initiative Amendments to MFRS 116, Property, Plant and Equipment - Clarification of Acceptable Methods of Depreciation Amendments to MFRS 116, Property, Plant and Equipment and MFRS 141, Agriculture Agriculture: Bearer Plants Amendments to MFRS 119, Employee Benefits (Annual Improvements Cycle) Amendments to MFRS 127, Separate Financial Statements Equity Method in Separate Financial Statements Amendments to MFRS 134, Interim Financial Reporting (Annual Improvements Cycle) MFRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2017 MFRS 15, Revenue for Contracts with Customers MFRS 15, Revenue for Contracts with Customers MFRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2018 MFRS 9, Financial Instruments (2014) The Group and the Company plan to apply the abovementioned accounting standards, amendments and interpretations, as applicable: from the annual period beginning on 1 July 2014 for those accounting standards, amendments or interpretations that are effective for annual periods beginning on or after 1 January 2014 and 1 July from the annual period beginning on 1 July 2016 for those accounting standards, amendments or interpretations that are effective for annual periods beginning on or after 1 January 2016.

27 Company No W Basis of preparation (continued) (a) Statement of compliance (continued) from the annual period beginning on 1 July 2017 for those accounting standards, amendments or interpretations that are effective for annual periods beginning on or after 1 January from the annual period beginning on 1 July 2018 for those accounting standards, amendments or interpretations that are effective for annual periods beginning on or after 1 January The initial application of the above-mentioned accounting standards, amendments and interpretations are not expected to have any material financial impacts to the financial statements of the Group and of the Company except as mentioned below: MFRS 15, Revenue from Contracts with Customers MFRS 15 replaces MFRS 118, Revenue and introduces a new revenue recognition model for contracts with customers and new disclosure requirements. The adoption of MFRS 15 will result in a change in accounting policy. The Group is currently assessing the financial impact that may arise from the adoption of MFRS 15. (b) Going concern The reissued financial statements of the Group and of the Company have been prepared on the historical cost basis, except as those disclosed in Note 2 and on the assumption that the Group and the Company are going concerns. The Group incurred a loss of 14,423,850 for the year ended 30 June Subsequent to the financial year end, two development projects of the Group with total trade receivables, retention sums and amounts owing by the contract customers amounting to 37 million as at 30 June 2014 were terminated. Arising from these terminations, the Group had paid on one performance bond called upon amounting to 5.7 million. These terminations have caused a strain on the Group s and the Company s cash flows and have affected their normal operations and ability to attain sufficient positive cash flows. Consequently, certain subsidiaries of the Company were not able to repay their due banking facilities. Nevertheless, they were given indulgence by the lender bank until 23 December 2015 for the Company to complete its proposed issuance of Redeemable Convertible Notes ( RCN ) to a third party investor for a principal amount of up to 100 million. If the issuance of the RCN were not approved by relevant authorities or shareholders or if the conditions of the RCN subscription agreement were not fulfilled and not completed timely, the Group and the Company may not have sufficient funds to service the banking facilities and to discharge their liabilities. These factors have cast significant doubt upon the Group s and the Company s ability to continue as a going concern.

28 Company No W Basis of preparation (continued) (b) Going concern (continued) The reissued financial statements of the Group and the Company have been prepared on a going concern basis which is dependent on the successful completion of the proposed issuance of the RCN, continuing financial support from their bankers and creditors and the ability of the Group to continue to secure and complete profitable construction contracts. The Directors are of the view that the Group and the Company will achieve their business plans, successfully challenge the above contract terminations with favorable outcomes and successfully issue the RCN; and with the continued support of the Group s and Company s bankers and creditors, the going concern assumption applied in the preparation of the reissued financial statements is appropriate. Without the successful completion of the proposed issuance of RCN, financial support from the bankers and creditors and the achievement of sufficient positive cash flows by the Group and the Company, they may be unable to realise their assets and discharge their liabilities in the normal course of business. Consequently, adjustments may be required to the recoverability and classification of recorded asset amounts or to amounts and classification of liabilities. (c) Functional and presentation currency These reissued financial statements are presented in Ringgit Malaysia ( ), which is the Company s functional currency. All financial information is presented in, unless otherwise stated. (d) Use of estimates and judgements The preparation of the reissued financial statements in conformity with MFRSs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. There are no significant areas of estimation uncertainty and critical judgements in applying accounting policies that have significant effect on the amounts recognised in the reissued financial statements other than as disclosed in Note 1(b) - going concern basis of preparation of the financial statements, Note 2(n)(i) - revenue recognition on construction contracts, Note 8 - recognition of deferred tax assets and Note 9 - impairment on trade and other receivables. 2. Significant accounting policies The accounting policies set out below have been applied consistently to the periods presented in these reissued financial statements and have been applied consistently by Group entities, unless otherwise stated.

29 Company No W Significant accounting policies (continued) (a) Basis of consolidation (i) Subsidiaries Subsidiaries are entities, including unincorporated entities, controlled by the Company. The financial statements of subsidiaries are included in the consolidated reissued financial statements from the date that control commences until the date control ceases. The Group adopted MFRS 10, Consolidated financial statements in the current financial year. This resulted in changes to the following policies: Control exists 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. In the previous financial years, 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. Potential voting rights are considered when assessing control only when such rights are substantive. In the previous financial years, potential voting rights are considered when assessing control when such rights are presently exercisable. The Group considers it has de facto power over an investee when, despite not having the majority of voting rights, it has the current ability to direct the activities of the investee that significantly affect the investee s return. In the previous financial years, the Group did not consider de facto power in its assessment of control. The change in accounting policy has been made retrospectively and in accordance with the transitional provision of MFRS 10. The adoption of MFRS 10 has no significant impact to the reissued financial statements of the Group. Investments in subsidiaries are measured in the Company 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 investments includes transaction costs. (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. 2. Significant accounting policies (continued)

30 Company No W 29 (a) Basis of consolidation (continued) (ii) Business combinations (continued) For new acquisitions, the Group measures the cost of goodwill at the acquisition date as : the fair value of the consideration transferred; plus the recognised amount of any non-controlling interests 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 excess is negative, a bargain purchase gain is recognised immediately in profit or loss. 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) 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 non-controlling interest holders. Any difference 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. (iv) Loss of control Upon the loss of control of a subsidiary, the Group derecognises the assets and liabilities of the former subsidiary, any non-controlling interests and the other components of equity related to the former 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 former 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. 2. Significant accounting policies (continued)

31 Company No W 30 (a) Basis of consolidation (continued) (v) Associates Associates are entities, including unincorporated entities, in which the Group has significant influence, but not control, over the financial and operating policies. Investments in associates are accounted for in the consolidated reissued financial statements using the equity method less any impairment losses, unless it is classified as held for sale or distribution. The cost of the investment includes transaction costs. The consolidated financial statements include the Group s share of the profit or loss and other comprehensive income of the associates, after adjustments if any, to align the accounting policies with those of the Group, from the date that significant influence commences until the date that significant influence ceases. When the Group s share of losses exceeds its interest in an associate, the carrying amount of that interest including any long-term investments is reduced to zero, and the recognition of further losses is discontinued except to the extent that the Group has an obligation or has 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 in 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. When the Group s interest in an associate decreases 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 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. Investments in associates are measured in the Company 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 the investments includes transaction costs.

32 Company No W Significant accounting policies (continued) (a) Basis of consolidation (continued) (vi) 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 profit or loss and other comprehensive income as an allocation of the profit or loss and the comprehensive income for the year between non-controlling interests and owners of the Company. 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. (vii) Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated reissued financial statements. Unrealised gains arising from transactions with equity-accounted 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. (b) Foreign currency (i) Foreign currency transactions Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the end of the reporting period are retranslated to the functional currency at the exchange rate at that date. Non-monetary assets and liabilities denominated in foreign currencies are not retranslated at the end of the reporting date except for those that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Foreign currency differences arising on retranslation are recognised in profit or loss.

33 Company No W Significant accounting policies (continued) (b) Foreign currency (continued) (ii) Operations denominated in functional currencies other than Ringgit Malaysia The assets and liabilities of operations denominated in functional currencies other than, including goodwill and fair value adjustments arising on acquisition, are translated to at exchange rates at the end of the reporting period, except for goodwill and fair value adjustments arising from business combinations before 1 July 2011 which are treated as assets and liabilities of the Company. The income and expenses of foreign operations, are translated to at exchange rates at the dates of the transactions. Foreign currency differences are recognised in other comprehensive income and accumulated in the foreign currency translation reserve (FCTR) in equity. However, if the operation is a non-wholly-owned subsidiary, then the relevant proportionate share of the translation difference is allocated to the noncontrolling interests. When a foreign operation is disposed of such that control, significant influence or joint control is lost, the cumulative amount in the FCTR related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Group disposes of only part of its interest in a subsidiary that includes a foreign operation, the relevant proportion of the cumulative amount is reattributed to non-controlling interests. When the Group disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss. In the consolidated reissued financial statements, when settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign exchange gains and losses arising from such a monetary item are considered to form part of a net investment in a foreign operation and are recognised in other comprehensive income, and are presented in the FCTR in equity. (c) Financial instruments (i) Initial recognition and measurement A financial asset or a financial liability is recognised in the statement of financial position when, and only when, the Group or the Company becomes a party to the contractual provisions of the instrument. A financial instrument is recognised initially, at its fair value plus, in the case of a financial instrument not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial instrument.