Moving Ahead GROWING STRONGER. (Company No W) Tadmax Resources Berhad

Transcription

1 Tadmax Resources Berhad (Company No W) Moving Ahead GROWING STRONGER

2 Table of Contents 002 Board of Directors 003 Corporate Information 004 Corporate Structure 005 Chairman's Statement 008 Management Discussion & Analysis 018 Profile of Directors 022 Profile of Key Senior Management 024 Statement on Corporate Governance 036 Audit and Risk Management Committee Report 040 Statement on Risk Management and Internal Control 044 Additional Compliance Information 046 Statement of Directors' Responsibilities 047 Financial Statements and Reports 129 List of Properties 131 Analysis of Shareholdings 133 Notice of AGM Insert Form of Proxy 047 Financial Statements

3 Board of Directors Standing (from left to right): Derek John Fernandez Tan Peng Koon Dato Samsudin bin Abu Hassan Datuk Noel John A/L M Subramaniam Dato Che Rashidi bin Che Omar Datuk Gan Seong Liam Sitting (from left to right): Datuk Aldillan bin Anuar Tan Sri Datuk Dr Abdul Samad bin Haji Alias Datuk Seri Anuar bin Adam 002

4 Corporate Information BOARD OF DIRECTORS Tan Sri Datuk Dr Abdul Samad bin Haji Alias Chairman, Independent Non-Executive Director Datuk Seri Anuar bin Adam Managing Director Datuk Aldillan bin Anuar Deputy Managing Director Dato Che Rashidi bin Che Omar Executive Director Datuk Gan Seong Liam Executive Director Datuk Noel John A/L M Subramaniam Executive Director Dato Samsudin bin Abu Hassan Independent Non-Executive Director Tan Peng Koon Independent Non-Executive Director Derek John Fernandez Independent Non-Executive Director AUDIT AND RISK MANAGEMENT COMMITTEE Derek John Fernandez Chairman Tan Peng Koon Member Dato Samsudin bin Abu Hassan Member NOMINATION AND REMUNERATION COMMITTEE Tan Sri Datuk Dr Abdul Samad bin Haji Alias Chairman Tan Peng Koon Member Derek John Fernandez Member COMPANY SECRETARIES Chew Mei Ling MAICSA Pow Tuck Weng MIA 8046 REGISTERED OFFICE No. 2D, Jalan SS 6/6 Kelana Jaya Petaling Jaya Selangor Darul Ehsan Tel: / 5008 Fax: Website: SHARE REGISTRAR ShareWorks Sdn Bhd No. 2-1, Jalan Sri Hartamas 8 Sri Hartamas Kuala Lumpur Tel: Fax: AUDITORS SJ Grant Thornton (AF 0737) Level 11, Sheraton Imperial Court Jalan Sultan Ismail Kuala Lumpur Tel: Fax: PRINCIPAL BANKERS United Overseas Bank (Malaysia) Bhd Malaysia Building Society Berhad Hong Leong Bank Berhad Malayan Banking Berhad Alliance Bank Malaysia Berhad SOLICITORS Fernandez & Selvarajah 12B, 2nd & 3rd Floor Jalan Yong Shook Lin Petaling Jaya Selangor Darul Ehsan Tel: /0867 Fax: STOCK EXCHANGE LISTING Main Market of Bursa Malaysia Securities Berhad 003

5 Corporate Structure Tadmax Resources Berhad (Company No W) 100% WAWASAN METRO BINA SDN BHD 100% TADMAX ENERGY SDN BHD 100% GANGGARAK DEVELOPMENT SDN BHD 100% TADMAX INDAH POWER SDN BHD (formerly known as Kirana Abadi Sdn Bhd) 100% TADMAX BUILDERS SDN BHD 100% TADMAX PMC SDN BHD 100% TADMAX BUILDERS (LABUAN) SDN BHD 70% TADMAX PERMAI SDN BHD 100% TADMAX CONCRETE (LABUAN) SDN BHD 100% TADMAX COASTAL SDN BHD 100% ARUS GLOBAL SDN BHD 100% TADMAX PROPERTIES SDN BHD 100% SUFFOLK PTE LTD (SINGAPORE) 90% PT TRIMEGAH KARYA UTAMA (INDONESIA) 100% PLATINUM FRIGATE SDN BHD 100% WEALTH GATE PTE LTD (SINGAPORE) 90% PT MANUNGGAL SUKSES MANDIRI (INDONESIA) PROPERTY DEVELOPMENT & CONSTRUCTION & INVESTMENT ENERGY / POWER INDUSTRIAL SUPPLIES TIMBER / PLANTATION OTHERS 004

6 Chairman s Statement Dear Shareholders, On behalf of the Board of Directors of Tadmax Resources Berhad, I have the pleasure of presenting to you the Annual Report and Audited Financial Statements of the Group and the Company for the financial year ended 31 December The Property Development and Construction business segment recorded almost a threefold increase in revenue The Industrial Supplies business segment recorded a healthy profit before tax In expanding the Group s earning base, the Company recently received a conditional Letter of Award from the Government of Malaysia, through the Energy Commission ( EC ), for the development of a new 1,000-1,200MW combined cycle gas-fired power plant In rewarding our shareholders, during the financial year under review, the Company issued bonus shares on the basis of one (1) bonus share for every ten (10) existing shares held. This correspondingly increased the total issued shares of the Company from 445,231,746 to 489,707,094 shares. The theme of our 2016 Annual Report Moving Ahead Growing Stronger reflects the good progress of the Group in the current financial year with a solid platform for near-term to medium-term growth contributed by the Property Development and Construction business segment whilst the Energy business segment provide the platform for the medium-term to long-term growth of the Group. 005

7 Chairman s Statement Mizumi Residences launched in Q RESULT corporate governance customer satisfaction During the financial year under review, the Group achieved consolidated revenue of RM42 million, a growth of more than three fold over the preceding financial year. Approximately two-thirds of the consolidated revenue for the current financial year under review was contributed by the Property business segment whilst the remainder came from the Industrial Supplies business segment. The Group places great importance on corporate integrity, business ethics and good governance. With the objective of practising good corporate governance, the Group has formed the Audit and Risk Management Committee and Nomination and Remuneration Committee. The Group is committed to maintaining corporate transparency and disseminates information about new developments through various channels, including press releases, its corporate website, results briefings and participation in investor conferences. The Group is committed to building quality and affordable projects. In keeping with its mission to enhance customer satisfaction, the Group will, wherever possible, ensure that attractive design concepts and features are also environmentally friendly for its developments. The Management conducts regular reviews of its businesses and services so that improvements can be made on a continuous basis. 006

8 Chairman s Statement corporate social responsibility Under the Group s Corporate Social Responsibility (CSR) objective to balance shareholders value, enhance the welfare of its employees, optimise impact on the community and minimize negative influences to the environment in which it operates, the Group has undertaken the following:- Affordable Homes As part of the Group s CSR, the Group has continued to work with the Federal and Local Government in attaining its aspirations of making available affordable-cost apartments to low and middle income earners. Besides the existing affordable-cost apartments being built in Ganggarak at Labuan Federal Territory, the Group has committed to also develop 1,520 affordable-cost apartments in Taman Metropolitan, Kepong, Wilayah Persekutuan Kuala Lumpur. Employees Welfare The Group acknowledges the need to provide a healthy and balanced lifestyle for its employees. We integrate health, safety and environmental (HSE) considerations into all aspects of our business operations and processes as far as applicable and provide regular training and reviews to ensure the safety and overall wellbeing of our people. The Group makes it a point to organize regular gathering of employees for the purposes of encouraging interaction, improving cohesiveness and forging better relationships amongst one another. Last but not least, the Group invests in the development of its human capital by providing Continuous Professional Development Programmes to improve knowledge, professional conduct and to provide the latest developments in the employee s respective disciplines. In-house training were arranged and conducted every quarter during the current financial year. Commitment to Customers In view of our commitment to provide only the best for our customers, quality remains the main thrust of all our products and delivery of services. We will actively promote the values behind our CSR strategy to ensure it is embedded in the spirit of our business and enhance value creation in our society and community at large. prospects The prospects for the Group will be supported by the overall growth in demand for residential properties, where the shrinking size of households, combined with continued growth in incomes and population, as well as rapid urbanisation, are expected to remain as important drivers of the overall demand for residential properties, especially in major urban areas. We expect prices of residential properties in good locations would still hold and the demand for affordable homes would increase in The prospects of the Group are expected to improve in terms of revenue with the subscription and acquisition of 100% equity interest in Wawasan Metro Bina Sdn Bhd ( WMB ) during the financial year. The Company is presently undertaking a Proposed Rights Issue with Warrants which will provide the Group with additional cash flow for the Group s working capital requirements. Based on the above, the Group is confident of achieving improved financial performance in the coming financial year ending 31 December directorate There were several changes to the Board since the last Annual General Meeting. Y Bhg Dato Faizal bin Abdullah who has been in the Group since 26 May 1999, had resigned from the Board on 1 August 2016 to pursue his personal interests. I would like to express our sincere appreciation for his invaluable contributions and guidance to the Group Ready-mixed concrete plant in Ganggarak, Federal Territory of Labuan during his term of office. I would like to take this opportunity to welcome Y Bhg Datuk Gan Seong Liam who joined the Board on 12 August 2016 and the appointment of Y Bhg Datuk Aldillan bin Anuar as the Deputy Managing Director of the Group since 23 February I am sure we will benefit from the experience and expertise that each of them brings to the Group. tribute I wish to thank both our business partners and vendors for their commitment and cooperation as well as our valued customers, principals, contractors, agents, associates, suppliers, distributors and shareholders for their continued support and confidence in us. I would like to express the Board s appreciation to the Management and staff for their unwavering resolve, hard work and commitment towards the advancement of Tadmax Resources Berhad and the Group. I would also like to take this opportunity to thank my fellow directors for their dedication and commitment over the past twelve months. Tan Sri Datuk Dr Abdul Samad bin Haji Alias Chairman 30 March

9 Management Discussion & Analysis The following management discussion and analysis is a review of the business and operations, current financial year financial results and conditions, risks and uncertainties and outlook for Tadmax Resources Berhad Group ( TRB, the "Group", the Company ) and should be read in conjunction with the Company s audited financial statements and the accompanying notes for the financial year ended 31 December This management discussion and analysis also provides analysis for the operating performance of the Group s business segments, as well as a discussion of the cash flow, impact of risk and outlook of the businesses and operations. TRB s STRATEGIC DIRECTION The Group is steadfast in its aim to maximise shareholders value through the long-term sustainable growth of its businesses. With property the core of its operations, the Group strives to strengthen its property business in Malaysia. We will continue to provide innovative property concepts, enhance property quality, and upgrade asset management levels. Meanwhile, we seek to improve overall asset performance and to maximise value by evaluating and strategically adjusting our mix of properties to be available for sale and investment from time to time. To satisfy our needs for medium-term and long-term developments and to generate reasonable returns for shareholders, we also seek to acquire strategic landed assets in Malaysia at opportunistic times and reasonable prices by adhering to a criteria which is based on development potential vis-à-vis acquisition costs. Through a pool of professional talents specialising in different business areas including investment, operations, finance and risk management, the Group will further enhance its operational efficiency and effectiveness, and strengthen its risk management capacity to deal with unforeseen market changes. We continue to exercise prudence in seeking ways to strengthen our financial capabilities. By adhering to our fundamental financial policy of maintaining a healthy debt equity ratio and our policy of seeking access to diversified sources of fundings, we strive to maintain strong liquidity and sufficient financial resources to flexibly respond to acquisition and investment opportunities as they arise, and gather momentum for growth on a long-term and sustainable basis. In carrying out the Group s strategic direction, TRB s Management defines its role as having five fundamental responsibilities: 1. To support the development and execution of a sound and strategic plan for each of its operating businesses. 2. To regularly monitor the development and execution of business plans within each operating businesses. 3. To ensure TRB is well governed as a public listed company. 4. To prudently manage its capital in order to augment the growth in its core operating businesses. 5. To identify profitable operating businesses with a view to complement and/or expand its existing businesses and/ or expand its earnings base. An artist impression of Mizumi Residences at Kepong 008

10 Management Discussion & Analysis 2016 Corporate Events Highlights In expanding the Group s existing business in property development, on 17 March 2016, the Company announced an agreement to subscribe for 55% equity interest in Wawasan Metro Bina Sdn Bhd, a property development company to undertake residential development in Kepong, Wilayah Persekutuan Kuala Lumpur ( Proposed Development ). The acquisition outlay was at a subscription price of RM550,000 in cash. With the objective of strengthening its foothold in the property development business, TRB has chosen to obtain complete control of WMB s operations. TRB, on 22 July 2016 acquired the remaining 45% equity interest for a total purchase price of RM42 million. The purchase price was arrived at after taking into account among other things the issued development order for the Proposed Development of 1,520 units of affordable apartments and another 1,512 units of condominium; the Gross Development Value of close to RM1.0 billion of the Proposed Development; the ability for the construction of the Proposed Development to commence immediately and the location of the Proposed Development (a location where similar property development projects are still unable to fulfill the current market s demands). Since end February 2017, the Company has launched the sale of two out of the three blocks of condominiums under the name Mizumi Residences following the receipt of the advertising permit and developer s license. The condominium units comprising 901 square feet, 932 square feet, and 1,027 square feet in built up area per unit are available for sale from RM388,000 per unit onwards. All units are designed with living and dining areas with three rooms and at least two bathrooms with full facilities and is expected to be completed latest by year end of year As of the date of this annual report approximately 80% of the available units have been booked for the two blocks. The immediate surroundings of the Proposed Development comprise mainly residential and recreational developments and is located next to the 95-hectare Kepong Metropolitan Park, a popular recreational park for the local residents to roam. In rewarding TRB s shareholders for their continuous support and loyalty to the Group, on 27 April 2016, the Company announced the proposal to undertake the issuance of 44,475,744 bonus shares to be credited as fully paid-up, on the basis of one bonus shares for every ten existing TRB s shares held. Bursa Malaysia Securities Berhad had through its letter of 3 May 2016 approved the listing of and quotation for the 44,475,744 bonus shares on the Main Market of Bursa Malaysia Securities Berhad to be issued pursuant to the proposed bonus issue whilst our shareholders approved the same at the Extraordinary General Meeting held on 24 May ,475,348 new ordinary shares of RM0.50 each were issued, listed and quoted on the Main Market of Bursa Malaysia Securities Berhad on 10 June In enabling the Group to leverage on its 60 acres land in Pulau Indah, Selangor Darul Ehsan ( the Land ) for subsequent identified use, on 24 June 2016, the Company and the purchaser have mutually and amicably agreed to terminate the sale and purchase agreement ( SPA ) on the disposal of 100% shareholdings in a wholly owned subsidiary of the Company, Kirana Abadi Sdn Bhd (now renamed as Tadmax Indah Power Sdn Bhd), represented by two ordinary shares of RM1.00 each, who in turn owns the Land. The termination of the SPA discharges each other from the further performance of any of the terms and conditions of the SPA through the execution of a Mutual Termination Agreement ( Mutual Termination ). The execution of the Mutual Termination led to the SPA becoming null and void and neither party shall have any claims whatsoever, directly or indirectly against the other in respect of the SPA and any monies received by TRB shall be refunded to the purchaser, free of interest. On 24 June 2016, the Group entered into a sale and purchase agreement for the en bloc sale of Block C, Phase II housing development known as Ganggarak Permai located in the Federal Territory of Labuan comprising 260 units of affordable residential apartments complete with common facilities for a total disposal consideration of RM49,999,976. Block C consists of two (2) layout types and sizes, each measuring 800 sq ft and 850 sq ft per unit. The terms of the sale and purchase agreement mandates the delivery of vacant possession within thirty six (36) months from the date of the sale and purchase agreement. Together with this en bloc disposal, the Group has cumulatively sold 780 parcels or representing half of all the available affordable residential apartments in Ganggarak Permai since its maiden launch in April In expanding the Group s earning base, the Company recently received a conditional Letter of Award from the Government of Malaysia, through the Energy Commission ( EC ), for the development of a new 1,000MW - 1,200MW combined cycle gas-fired power plant ( the CCGT Project ) which will be situated on land located in Pulau Indah, Selangor Darul Ehsan. The conditional Letter of Award dated 2 August 2016 is subject to various conditions precedents including finalising the terms of the agreements and approvals relating to the CCGT Project with relevant government agencies. On 14 October 2016, the EC had approved the Company s application to increase the capacity of the CCGT Project from 1,000MW to 1,000MW - 1,200MW. The development of this project will be undertaken by a SPV company, Tadmax Indah Power Sdn Bhd (formerly known as Kirana Abadi Sdn Bhd). An artist impression of Ganggarak Permai 009

11 Management Discussion & Analysis 2016 Corporate Events Highlights In recognition of the efforts and to reward TRB Group s employees, on 22 September 2016, the Company offered 8,906,000 share options to eligible and selected employees and directors through the Company s Employees Share Option Scheme ( ESOS ) of which directors were offered 5,600,000 share options. 8,796,000 share options were accepted by the employees and directors. The vesting periods on the options offered were maximum 50% options exercisable in the 1st year from the date of offer and the balance unexercised to be exercised in the 2nd year ie. after the 1st anniversary. Arising from this ESOS options offered, the Company and Group recognized an employee benefit expense of RM351,840 in both the Income Statement of the Company and the Group in the current financial year. In meeting the Group s funding requirements specifically for its CCGT Project and the property development project in Ganggarak, Federal Territory of Labuan, on 15 November 2016, the Company proposed to undertake a private placement in accordance with section 132D of the Companies Act, 1965, entailing the issuance of up to 49,850,300 new ordinary shares held in TRB ( TRB Share(s) ) ( Placement Shares ), representing approximately 10% of the issued and paid-up share capital of the Company assuming all Treasury Shares held are resold and the full exercise of all of the outstanding 8,796,000 ESOS options at an issue price to be determined and announced at a later date ( Proposed Private Placement ). Bursa Malaysia Securities Berhad had through its letter dated 5 December 2016, approved the listing of and quotation for up to 49,850,300 new TRB Shares, subject to compliance with the relevant provisions of the Listing Requirements. At an indicative issue price of RM0.40, the total gross proceeds from Placement Shares would amount to approximately RM19.6 million. At the date of the release of this Annual Report, the Proposed Private Placement is pending the identification of placee(s) to subscribe for the Placement Shares. To further augment the Company s cash position and provide the opportunity for existing shareholders to further increase their equity participation in the Company and benefit from any potential capital appreciation arising thereof, the Company has decided to raise additional capital of between RM50 million to RM87.7 million. The Company, thus on 7 December 2016 announced a proposal to undertake a renounceable rights issue of up to 219,341,357 new ordinary shares of in TRB ( Rights Shares ) together with up to 383,847,374 free detachable warrants ( Warrants ) on the basis of two (2) Rights Shares for every five (5) TRB Shares held together with seven (7) Warrants for every four (4) Rights Shares subscribed on an entitlement date and at an issue price to be determined later ( Proposed Rights Issue with Warrants ). The Company proposed to utilize the proceeds towards part payment of the total purchase price for the 45% equity interest in WMB, working capital for its new property development project in Taman Metropolitan, Kepong in Wilayah Persekutuan Kuala Lumpur, repayment of bank borrowings and future investment in the acquisition of land for its Property Development business segment in line with TRB s strategic directions. The Proposed Rights Issue with Warrants is conditional upon the following being obtained: (a) Bursa Malaysia Securities Berhad ( Bursa Securities ) for the admission of the Warrants to the Official List of Bursa Securities, listing of and quotation for the Rights Shares and Warrants to be issued pursuant to the Proposed Rights Issue with Warrants; and listing of and quotation for the new TRB Shares to be issued pursuant to the exercise of the Warrants on the Main Market of Bursa Securities. Bursa Securities had granted its approval vide its letter dated 30 March 2017; and (b) Approval of the shareholders of TRB for the Proposed Rights Issue with Warrants at an Extraordinary General Meeting to be convened. Barring any unforeseen circumstances and subject to receipt of all relevant approvals, the Proposed Rights Issue with Warrants is expected to be completed in the third quarter of KEY BUSINESS SEGMENTS REVIEW At present, TRB s key businesses include property development and construction related activities complemented by industrial supplies. For the current financial year, the Group s financial results are segmented into four separate operating business segments as summarized below : a) Property Development and Construction b) Industrial Supplies c) Timber and Palm Oil Plantation d) Investment Holding & Others Segmental Revenue Breakdown Business Segments Financial Year 31 December 2016 (RM'000) Financial Year 31 December 2015 (RM'000) Growth % Property Development & Construction 29,080 7, % Industrial Supplies 13,282 5, % Total Revenue 42,362 13, % There was no Revenue from Timber and Palm Oil Plantation business segment as the Group has yet to undertake any activity on its assets. 010

12 Management Discussion & Analysis KEY BUSINESS SEGMENTS REVIEW (CONT D) Segmental Operating (Loss) / Profit Breakdown Business Segments Financial Year 31 December 2016 (RM'000) Financial Year 31 December 2015 (RM'000) Changes Inc/(Dec) % Property Development & Construction (3,478) (3,056) 13.8% Industrial Supplies 1,213 (177) (785%) Timber & Palm Oil Plantation - (9) (100%) Investment Holding & Others (9,874) 71,312 (113.8%) Total Operating (Loss) / Profit (12,139) 68,070 (117.8%) Property Development and Construction The Property Development and Construction business segment recorded almost a threefold increase in revenue at RM29 million for FY2016 from RM7.7 million in the preceding year. The strong growth was due to higher revenue arising from higher percentage completion achieved from the ongoing property development project namely Ganggarak Permai at Federal Territory of Labuan. During the current financial year, Phase 1 of the project which was launched in April 2015 comprising 520 units of affordable apartments achieved 36.4% completion (31 December 2015 : 10.6%) whilst Phase 2A of the project which was sold in June 2016 and comprising 260 units of affordable apartments achieved 12.2% (31 December 2015 : nil %). Ganggarak Permai - Construction Work-in-Progress (Phase 2A) The newly acquired property development company, Wawasan Metro Bina Sdn Bhd which owns the project at Taman Metropolitan, Kepong in Wilayah Persekutuan Kuala Lumpur received its development order on 12 July 2016 approving the proposed residential development of 3 blocks of affordable apartments consisting of 1,520 units (Phase 1) and 3 blocks of condominiums consisting of 1,512 units (Phase 2) on a land parcel situated at H.S.(D) Lot PT 26890, Jalan Metro Perdana Barat, Taman Metropolitan, Kepong, Mukim Batu, Daerah Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur. The estimated gross development value of the Project is approximately RM981 million and the estimated gross development cost is approximately RM735 million. In arranging for the bridging financing and the launching of condominiums under Phase 2, named Mizumi Residences, expenditures of approximately RM2.78 million were incurred during the financial year. The expenditure encompasses substantially the cost of arranging financing of approximately RM1.5 million followed by marketing cost of approximately RM0.6 million and staff cost of another RM0.5 mlllion. In financing the construction of Mizumi Residences, Wawasan Metro Bina Sdn Bhd has secured RM170 million banking facility from United Overseas Bank (Malaysia) Bhd. With the receipt of the advertising permit and developer s license in February 2017, Phase 2 of the project was duly launched at the end February The high expenditure incurred by Wawasan Metro Bina Sdn Bhd as mentioned in the preceding paragraph has resulted in the higher loss of RM3.48 million vis-à-vis RM3.06 million reported in the preceding year. Industrial Supplies The Industrial Supplies business segment is principally involved in the production and supply of ready-mixed concrete is located at Ganggarak in Federal Territory of Labuan and commenced business sometime in July The internal service function was originally established to support its Property Development and Construction business segment located in Federal Territory of Labuan but has now grown to provide supplies to third parties with its excess capacity. The plant comprises two lines and has a monthly production capacity in excess of 3,000 cubic metres. In addition, the Industrial Supplies business segment also undertakes the supply of building and other related materials where its portion of revenue was reported at RM2.2 million (31 December 2015 : RM2.8 million). Ready-mixed concrete was supplied to the Group s property development project in Federal Territory of Labuan and also to third parties. The latter contributes approximately 40% of overall sales of ready-mixed concrete. During the current financial year, revenue increased by 144% to register at RM13.28 million vis-a-vis RM5.44 million in the preceding year. The substantial increase was contributed by a full year revenue recorded in the current financial year (vis-à-vis six months revenue in the preceding year) and further augmented by higher average monthly off-take of approximately 2,300 metric tonne achieved in current financial year vis-à-vis approximately 1,300 metric tonne in the preceding financial year. 011

13 Management Discussion & Analysis KEY BUSINESS SEGMENTS REVIEW (CONT D) Industrial Supplies The Industrial Supplies business segment recorded a healthy profit before tax of RM1.21 million in the current financial year as compared to a loss of RM177,000 reported in the preceding financial year. The significant improvement in the profitability by approximately 8 times was significantly contributed by higher revenue, improved gross margin from 17% to 24% in the current financial year arising from the changes in the design mix for different grades of concrete which led to lower production costs and also the sourcing of raw materials from various sources at relatively lower prices. Furthermore, during the initial commencement of business operation, the business incurred higher operating costs in the preceding year in relation to the revenue generated. Investment Holding & Others An operating loss of RM9.87 million was recorded in the current financial year by the Investment Holding and Others business segment vis-a-vis an operating profit of RM71.3 million in the preceding financial year. For the current year, the main expenditure incurred were salaries and related staff costs, making up approximately 35% of the operating losses followed by depreciation and amortization, making up approximately 26% of the operating losses, corporate exercise expenditure and expenses in relation to the procurement of bank borrowings, making up approximately 9% of the operating losses and the remainder representing other general and administrative expenditures. The preceding year recorded an operating profit of RM71.3 million mainly due to the recognition of a non recurring profit on disposal of subsidiaries of RM147.6 million, set off by write off of goodwill of RM67.8 million and the remaining representing administration expenses of approximately RM8.5 million, which amount substantially comprised salaries and related staff costs, depreciation and amortization. PRESENT CHALLENGES The present challenges faced by the Group s business segments are summarized below:- Property Development and Construction business segment Ganggarak Permai The property development project in Ganggarak, Federal Territory of Labuan has been facing continuous challenges since inception. The challenges include unpredictable weather, restrictions imposed on supplies of raw materials by the relevant authorities and difficulties in securing construction labourers due to the tight rules laid down by the relevant authorities in the recruitment of foreign labourers. Despite being the first project of affordable housing for the Rakyat, the above challenges persist to date. The Management is managing the project to the best of its ability under the current constraints and is constantly liaising with the authorities in endeavoring to address the matters. This inevitably may lead to delays by the appointed contractor in delivering the project in accordance to the executed construction timeline and Ganggarak Permai - Construction Work-in-Progress (Phase 1 ) such delays would result in the payment of liquidated ascertained damages ( LAD ) to the Group. In turn, the delay by the appointed contractor will result in the corresponding delay in the handling over of vacant possession to the end purchasers. The quantum of the LAD payable to end purchasers is not ascertainable at this stage but the Group s exposure to this LAD payable to the end purchasers is adequately covered by the LAD payable by the appointed contractor. Mizumi Residences The launch of various property development projects within and outside Klang Valley has resulted in increased competition. It poses a challenge to the Group in the aspects of marketing and sales of its property development project in Taman Metropolitan, Kepong, Wilayah Persekutuan Kuala Lumpur. From the purchasers perspective, they will have more choices to choose from. Other challenges faced are the securing of end financing by end purchasers with the tightening of lending rules imposed by Bank Negara Malaysia. The Group however, believes that these challenges will be mitigated by the Group offering competitive pricing of its condominium and further supported by the Project s favourable location which is in the heart of Kepong, Wilayah Persekutuan Kuala Lumpur and next to the 95-hectare Kepong Metropolitan Park, a popular recreational park for the local residents. Energy business segment The challenges presently faced include the identification of qualified technical joint venture partners, negotiating with various agencies including the Energy Commission on tariff rates and securing all the required approvals from various government agencies for the implementation of the CCGT Project. There is also a need to appoint the appropriate engineering, procurement, construction and commissioning ( EPCC ) contractors and the evaluation of the most efficient equipment supplies. To mitigate all the identified risks, the Group has and will be engaging and employing a team of professionals with vast experience particularly in the Energy business segment. Furthermore, all the necessary insurance coverage precautions will be taken to mitigate any unexpected delays while the contractors would be required to provide all the necessary undertakings to mitigate the risks involved in project delivery. 012

14 Management Discussion & Analysis FINANCIAL REVIEW (I) REVIEW OF 2016 FINANCIAL RESULTS AND SEGMENTAL PERFORMANCE The summary of the consolidated operating performance for the financial year is given below: Particulars Financial Year 31 December 2016 (RM'000) % of Revenue Financial Year 31 December 2015 (RM'000) % of Revenue Changes Inc/(Dec) % Revenue 42,362 13, % Cost of Sales (38,127) (12,222) 212% Gross Profit 4,235 10% 957 7% 343% Other Income 1, % Total Income 5,291 1, % Expenses: Sales & Marketing Expenses (788) 2% (752) 6% 5% Personnel Expenses (5,963) 14% (5,833) 44% 2% General & Administrative Expenses (6,779) 16% (3,698) 28% 83% Operating Loss before Depreciation, Amortization and Finance Cost (8,239) (8,739) (6%) Depreciation & Amortisation (3,900) 9% (3,010) 23% 30% Finance Cost (982) 2% (356) 3% 176% Operating Loss Before Non-Recurring Items (13,121) (12,105) 8% Non Recurring Items: Net Gain on Disposal of Subsidiaries - 147,653 Goodwill Written Off - (67,834) (Loss)/Profit Before Tax (13,121) 67,714 (119%) Tax Expense (917) (448) (Loss)/Profit After Tax (14,038) 67,266 (121%) For the year ended 31 December 2016, consolidated revenue increased by 221% to RM42.3 million, from RM13.2 million in the preceding financial year. Revenue from the Property Development & Construction business segment increased by RM21.3 million or 276% whilst Industrial Supplies business segment revenue increased by RM7.8 million or 144%. The reasons of the increase are explained hereinabove in the preceding section under Key Business Review. Gross profit margin registered a respectable increase from 7% to 10%, contributed mainly by the improved gross profit margin of the Industrial Supplies business segment which improved from 17% to 24% due to the changes in the design mix for different grades of concrete and the sourcing of raw materials from various sources at relatively lower prices leading to lower production cost. During the financial year, other income increased by 80% to RM1.06 million contributed by higher interest income earned of RM0.13 million, late interest charged and forfeiture of booking deposits on property purchasers totalling RM0.16 million and recovery of expenses incurred from a contractor of RM0.17 million. General & Administrative expenses for the current financial year totalled RM6.8 million as compared to RM3.7 million for the preceding corresponding year. The increase was contributed firstly by its newly acquired property development company, Wawasan Metro Bina Sdn Bhd which incurred general and administrative expenditures of approximately RM0.3 million (31 December 2015 : RM nil), secondly by higher general and administrative expenses incurred by the Group s Industrial Supplies business segment of approximately RM1.1 million as the current financial year was a full year operation vis-à-vis the six months operation in the preceding financial year and thirdly by expenses incurred in relation to the arranging of bank borrowings of approximately RM2.0 million, set off by the lower legal and professional fees incurred in the current financial year of RM0.6 million by its Property Development business segment in Ganggarak, Federal Territory of Labuan. 013

15 Management Discussion & Analysis FINANCIAL REVIEW (CONT D) Working Capital (I) (II) REVIEW OF 2016 FINANCIAL RESULTS AND SEGMENTAL PERFORMANCE (CONT D) The three largest expenditure items for the financial year ended 31 December 2016 comprised of management fees for the Industrial Supplies business segment of RM1.1 million, expenses incurred in relation to the arranging of bank borrowings of approximately RM2.0 million and corporate exercise expenses cum professional fees of approximately RM1.1 million. These items comprised of approximately 47% of the total general and administrative expenses of the Group. Depreciation and amortization in the current financial year was higher vis-à-vis the preceding year mainly due to the commencement of the amortization of the Group s leasehold land located at Pulau Indah, Selangor Darul Ehsan of approximately RM0.6 million in the current financial year (31 December 2015 : RM nil) and the remainder RM0.3 million was contributed by the capital expenditure additions during the financial year of approximately RM2.0 million. The non-recurring items are profit on disposal of subsidiaries of RM147.6 million set-off by goodwill written off of RM67.8 million as reported in the preceding financial year. FINANCIAL CONDITIONS - LIQUIDITY INDICATORS AND CAPITAL RESOURCES The following table provides a summary of the Group s financial indicators and capital resources for the financial year ended 31 December 2016 in comparison with the preceding financial year ended 31 December 2015: Financial Year 2016 (RM 000) 2015 (RM 000) Total Assets 475, ,482 Working Capital 48,540 57,689 Acid-Test Ratio (44,417) 25,156 Total Liabilities 196,908 99,000 Shareholders Fund 250, ,303 Total Assets Total Assets have increased by approximately 21% contributed mainly by the inclusion of a leasehold land located in Taman Metropolitan, Kepong, Wilayah Persekutuan Kuala Lumpur measuring approximately 40,819.5 square metres amounting to RM87.4 million which includes the development costs incurred up to 31 December One major item in the Total Assets is the Timber Concession Rights which carries a value of RM218 million in which the Group is presently negotiating with a prospective purchaser to dispose off the Timber Concession Rights along with the land. Working Capital is calculated by taking the Group s current assets less current liabilities. Working Capital is an indicator of both the Group s efficiency and its short term financial health. The Group s Working Capital is fairly healthy despite declining by approximately RM9 million or 16% due mainly to the procurement and utilization of bank borrowings of RM20 million obtained by the Group since March 2016 with the short term objective of financing the Group s investment and for working capital requirements. Acid-Test Ratio Acid-Test Ratio is an indicator whether the Group has sufficient short-term assets to cover its immediate liabilities. This ratio shows a significant decline from positive to negative as at end of the current financial year. On the face of it, this indicates unfavourable signs in relation to the financial health of the Group. However, further analysis of the reasons below for the decline and the actions taken should address any causes for concern. The reasons for the decline was mainly attributable to the significant increase in the current liabilities as at end of the current financial year vis-à-vis the end of the preceding financial year by approximately RM70 million. This increase was attributed to the increased Trade Payables of approximately RM13 million, increased Other Payables of approximately RM35 million and lastly increased Bank Borrowings of approximately RM24 million. Higher Trade Payables are contributed mainly by the increased activities of the property development and construction business segment with a small proportion contributed by the Industrial Supplies business segment. The increase in Other Payables was due mainly to a sum of RM34 million, representing the balance purchase consideration payable to the Vendors of Wawasan Metro Bina Sdn Bhd in relation to the Company s acquisition of the remaining 45% equity interests in Wawasan Metro Bina Sdn Bhd for RM42 million inked in July Lastly, the increased Bank Borrowings was to finance the Group s investment and working capital requirements and also includes the bridging facility for its property development business segment of approximately RM5.5 million. The Company has taken early pro-active steps to address the above negative Acid-Test Ratio by undertaking the Proposed Private Placement and Proposed Rights Issue with Warrants. Both the above corporate exercises will enable the Group to raise long term funds of between RM70 million (on minimum scenario basis) to RM107 million (on a maximum scenario basis), both based on the issue of shares of TRB at an indicative issue price of RM0.40 per share. For further details, kindly refer to the 2016 Corporate Events Highlights hereinabove. Furthermore, the Group is also looking into monetizing one of its excess property investments in financing its working capital needs and/or augment its cash flow to meet future investment needs. 014

16 Management Discussion & Analysis FINANCIAL REVIEW (CONT D) (II) FINANCIAL CONDITIONS - LIQUIDITY INDICATORS AND CAPITAL RESOURCES (CONT D) Total Liabilities Total Liabilities have increased by 99% or approximately RM98 million vis-à-vis the preceding financial year contributed mainly by RM34 million, representing the balance purchase consideration payable to the Vendors of Wawasan Metro Bina Sdn Bhd, secondly, higher deferred tax of approximately RM12.6 million arising mainly from the recognition of deferred tax of approximately RM13.1 million associated with the leasehold land in Taman Metropolitan, Kepong, Wilayah Persekutuan Kuala Lumpur and thirdly increased bank borrowing of approximately RM39.6 million which was applied towards financing the Group s investment and working capital requirements and also includes the bridging facility and term loan in financing the Group s property development and construction business segment. Share Capital Structure At 31 December 2016, shareholders equity was approximately RM250 million as compared to RM264 million at 31 December The reduction by approximately RM14 million was the direct result of a net loss registered in the current financial year as explained hereinabove in the preceding section under Financial Review. On 27 April 2016 the Company announced the proposed bonus issue which entailed the issuance of 44,475,744 bonus shares to be credited as fully paid-up, on the basis of one (1) bonus share for every ten (10) existing shares of the Company held by the shareholders of the Company. Bursa Malaysia Securities Berhad had through its letter of 3 May 2016 approved the listing of and quotation for the 44,475,744 bonus shares on the Main Market of Bursa Malaysia Securities Berhad. The issue of the bonus shares were approved by the Company s shareholders at the Extraordinary General Meeting which was convened on 24 May On 9 June 2016, the bonus issue amounting to 44,475,348 new ordinary shares of RM0.50 each ( Bonus Shares ) were credited as fully paid up and were listed and quoted on the Main Market of Bursa Malaysia Securities Berhad with effect from 10 June The Bonus Shares issued resulted in the decrease in the retained profits by an amount of approximately RM22.24 million but set-off by share capital increase of the same amount. At an Extraordinary General Meeting held on 11 April 2013, the Company s shareholders had approved TRB s Employees Share Option Scheme ( ESOS ) in granting of options to eligible and selected employees and directors of the Company and Group to subscribe for new ordinary shares in the Company. The ESOS was implemented on 14 November On 22 September 2016, a total of 8,906,000 ESOS options (of which Directors portion was 5,600,000 ESOS options) were offered to 43 eligible and selected employees at the exercise price of RM0.50 each where the vesting period is maximum 50% ESOS options exercisable in the 1st year of the date of offer and the balance unexercised eligible to be exercised in the 2nd year of the date of offer ie. after the 1st anniversary. Of the ESOS options offered, 41 eligible and selected employees accepted the ESOS options amounting to 8,796,000 ESOS options (of which Directors portion was 5,600,000 ESOS options). CAPITAL EXPENDITURES AND OFF-BALANCE SHEET ARRANGEMENTS During the current financial year, capital expenditures incurred amounted to approximately RM2.0 million of which RM1.1 million was incurred by the Group s Industrial Supplies business segment for the setting up of a second line of a batching plant and purchase of mixers trucks. The capital expenditures were financed by hire purchase facility of approximately RM1.0 million whilst the remainder from internally generated funds. The Company has no off-balance sheet arrangements as at 31 December 2016 or as of the date of this report. RISKS AND UNCERTAINTIES The Group s businesses, financial conditions, results of operations and growth prospects are subject to risks and uncertainties, directly or indirectly in the environment it operates. Besides the general inherent risk of changes in general economics and business conditions, unfavourable changes in local government policies, risk of weather conditions, changes in cost of labour and constraints in labour supply, the risk factors set out below are those that could result in the Group s businesses, financial conditions, results of operations or growth prospects differing from expected results. Such factors are by no means exhaustive or comprehensive, and there may be other risks in addition to those shown below which are not known to the Group. New Business Ventures To balance and mitigate the inherent risks associated with the cyclical nature of property development, or generally, the Group is committed to balancing, strengthening and expanding its business portfolio through diversification. The Group will explore ways to create new sources of revenue by making ventures into new business sectors which provides steady cash flows and revenues. Substantial Capital Requirements and Liquidity Substantial additional funds for the establishment of the Group s current and planned operations and businesses are required. Whilst no assurances can be given that the Group will be able to fully raise the additional funding that may be required for such activities, the Company is confident of meeting its commitments through other identifiable means. 015

17 Management Discussion & Analysis RISKS AND UNCERTAINTIES (CONT D) Regulatory Requirements The current or future operations of the Group requires permits from various governmental authorities, and such operations are and will be governed by laws and regulations governing energy, development, production, taxes, labour standards, land use, environmental protection, site safety and other matters. Highly Competitive Markets The Group s principal business operations face increased competition across the markets in which they operate. New market entrants and intensified price competition among existing market players could affect the Group s businesses and results of operations. Competition risks faced by the Group include: a) an increasing number of developers undertaking property investments and development in the Group s targeted markets, which may affect the market share and returns of the Group; and b) Significant competition and pricing pressure from other developers. The above are being mitigated by the Group s plan to acquire land banks at much sought after locations and after undertaking the necessary market studies. On pricing, the Group is committed to price its products competitively. Head Office and Supporting Functions As the Group s businesses becomes more diversified and systematised, accompanying risks become increasingly varied. Further challenged by increasing operating costs and shortage of resources, the Management has identified automation through information technology as one of the key measures to support the growing operating environment. A series of Information Technology enhancement exercises were carried out during the financial year to increase the level of operating efficiency. IT resources were consolidated to be managed centrally to gain significant investment savings and to improve service levels. Remote operation centres such as Federal Territory of Labuan and Kepong, Wilayah Persekutuan Kuala Lumpur now operate via servers in the Head Office without incurring additional hardware, licensing or other overheads. These services can also be scaled to serve future expanding projects in other locations. The Management team foresees that more initiatives on Information Technology and automation will continue to be progressively implemented to support the growing business operation and will contribute greatly in optimizing resource usage, ensure integrity and most importantly, increase competitiveness. DIVIDEND POLICY At this point in time, the Company does not have any dividend policy but the Board intends to establish a Dividend Policy in the near term. On this subject, the Board is committed to a policy of providing consistent dividend streams to shareholders whilst ensuring that the strong Financial Position of the Group is maintained and further to also retain flexibility to meet its businesses financial needs. FORWARD-LOOKING STATEMENTS Forward-looking statements are based on current expectations of future events. Shareholders and investors should realise that unknown risks or uncertainties could materialize. OUTLOOK BY BUSINESS SEGMENTS Property Development and Construction The Group s products comprise condominiums and affordable homes with greater focus on the recently launched affordable condominiums and apartments in Kepong, Wilayah Persekutuan Kuala Lumpur. For condominiums, the net selling price starts from RM388,000 onwards or equivalent to approximately RM420 per square feet onwards which the Group believes is competitively priced and expected to be favourably received. Furthermore, its strategic location close to or integrated with transport hubs such as Mass Rapid Transit ( MRT ), KTM Commuter Station, LRT and/ or highways at established townships are also very much in demand by purchasers. Hence, the results of its recent property development launch of Mizumi Residences in Taman Metropolitan, Kepong, Wilayah Persekutuan Kuala Lumpur has proven to be a successful strategy adopted by the Group. Robust networking, access controls, system recoveries and support mechanisms were introduced to increase accessibility, security and integrity of the systems. This is realised via the introduction of new servers, networking and backup equipment, with supplementary supporting structures introduced. In line with the initiative of better governance, systematic work processes were incorporated into policies and procedures to reduce errors, uphold consistency and ensure integrity. Mizumi Residences - Sales gallery 016

18 Management Discussion & Analysis OUTLOOK BY BUSINESS SEGMENTS (CONT D) Property Development and Construction As of the date of this Annual Report, approximately 80% of the available units have been booked for the two blocks that have been made available to the market. Based on the above favourable take up rate supported by the overall growth in the demand for residential properties, where the shrinking size of households, combined with continued growth in incomes and population, as well as rapid urbanisation, are expected to remain as important drivers of the overall demand for residential properties, especially in major urban areas, the prospects of the Group are expected to improve in terms of revenue with the launch of the Mizumi Residences. Industrial Supplies On the backdrop of the expected reduction in the off take of ready-mixed cement for the Group s property development project in Ganggarak, Federal Territory of Labuan as the construction project is now in its final stages of construction, the Group expects the revenue from the Industrial Supplies business segment to be lower in year 2017 as compared to the revenue achieved in the current financial year. There is however a likelihood, that a higher revenue will be achieved in year 2017 in the event the Group decides to launch the development of the other blocks of affordable apartment under phase 2B and phase 3 in the coming financial year or pick-up in the construction activities in the Federal Territory of Labuan. Energy The Energy business segment will not contribute to the near term profitability of the Group as it takes approximately five years before commercial operation commences. In the coming financial year 2017, the Group has targeted to complete a detailed feasibility study which would include environmental and social impact assessments and power system studies. Other works include the appointment of relevant professionals in carrying out among others geotechnical, topographical, bathymetric and hydrologic studies. The total estimated cost for the above including the detailed feasibility study for the CCGT Project submission is approximately RM27.0 million. The award of the CCGT Project by the Energy Commission would entail engineering and design works, civil works, electrical and mechanical supply and installation and the commissioning of the plants, of which the works to be carried out can only be reasonably determined upon the completion of the detailed feasibility study. The financial close for the development of the CCGT Project can only be reasonably determined upon the completion of various condition precedents such as the detailed feasibility study, obtaining the approval in-principle Combined cycle power plant from the Selangor State Government on local authority matters, the Department of Environment Malaysia, Port Klang Authority and entering into agreements with the relevant utility providers, such as single buyer, a government entity that prepares the power purchase agreement on behalf of TNB, Petronas Gas Berhad for the gas supply and transmission works agreement with TNB Transmission. Only upon obtaining these conditions precedent, would the Company obtain a Letter of Award from the Energy Commission. The above mentioned estimated cost of RM27.0 million will be partly funded by a portion of the proceeds expected to be received from the Proposed Private Placement (a sum of up to RM12.50 million has been earmarked) whilst the remainder is expected to be funded by a combination of bank borrowings and/or internally generated funds. Overall Based on the above, the Group is confident of achieving improvement in its financial performance in the coming financial year ending 31 December 2017 vis-à-vis the results of the current financial year, mainly from the anticipated positive contribution from the Group s new development project in Taman Metropolitan, Kepong known as MIZUMI RESIDENCES which is presently close to completing earthworks at site and to be followed by piling works. Meanwhile, the contribution from the Industrial Supplies business segment is expected to complement the Property business segment. At the same time, the Group is weighing its options in extracting the best value from its approximately 80,000 hectares of land located at the forest area in District of Jair, Regency of Boven Digoel in Papua, Indonesia. 017

19 Profile of Directors TAN SRI DATUK DR ABDUL SAMAD BIN HAJI ALIAS Independent Non-Executive Chairman DATUK SERI ANUAR BIN ADAM Managing Director Tan Sri Datuk Dr Abdul Samad bin Haji Alias, Malaysian, male, aged 74, was appointed to the Board on 15 May 2014 as an Independent Non-Executive Director. He assumed the position of Chairman on 19 June He is a professional accountant with a Bachelor s Degree in Commerce from the University of Western Australia and is a Fellow of the Institute of Chartered Accountants, Australia, a member of the Malaysian Institute of Accountants (MIA), as well as member of the Malaysian Institute of Certified Public Accountants ( MICPA ). He is also the Chairman of the Nomination and Remuneration Committee. He was the President of MICPA from 1999 to 2002 and had served as a member of the Malaysian Accounting Standards Board and Financial Reporting Foundation. From September 2000 to August 2005, he was the President of the Malaysian Institute of Accountants. He was also the first Malaysian to be elected to the 22-member board of the International Federation of Accountants. Currently, Tan Sri Datuk Dr Abdul Samad bin Haji Alias is a director and 14% shareholder in Gabungan Tiasa Sdn Bhd, a company connected to a major shareholder of the Company. Notwithstanding the above, Tan Sri Datuk Dr Abdul Samad bin Haji Alias has declared that he is independent of the Company s management and free from any business or other relationship which could interfere with the exercise of independent judgement or the ability to act in the best interest of the Company. He does not have any family relationship with any directors and/or major shareholder of TRB nor any conflict of interest in any business arrangement involving the Company. He has had no convictions for any offences (excluding traffic offences, if any) within the past five (5) years. Datuk Seri Anuar bin Adam, Malaysian, male, aged 72, was appointed to the Board on 30 October 2014 as Managing Director and is the largest substantial shareholder of TRB. Upon graduation from school, Datuk Seri Anuar bin Adam pursued a career in the army. He started his own business in 1975 as the Managing Director of Kelengkapan (M) Sdn Bhd and Satupadu Sdn Bhd whose principal activities were trading and manufacturing of automobile components. In 1982, Ingeback (M) Sdn Bhd was formed, a company specializing in systems buildings or IBS. The company has a varied track record from construction of stadiums, school complexes and most notably, 12,000 residential units. In 1988, he ventured into property development, initially building 3,000 units of houses (low and medium types). In 1992, he initiated and completed the Meru Valley Resort, a 27-hole golf course with a clubhouse, bungalows, townhouses and apartments over 500 acres of land in Jelapang, Ipoh. He has taken his skills and experience to Seychelles, Sri Lanka, Uruguay and Kazakhstan. In early 2000, he ventured into Pakistan, introducing them the technology of prefab housing and lifestyle housing development concept. The projects accomplished are the development of the Royal Palm Golf Course Lahore, the first professionally designed golf course in Pakistan and the DA Country & Golf Club, Karachi, the first and only night lighted golf course in Pakistan. Other projects in Pakistan are the Jacaranda Family Club (300,000 sq ft), Islamabad and the Mangla View Resort (324 acres). In 2009, seeking a change in business environment, he exited Pakistan to pursue opportunities closer to home. To date, he is heading the Group with investments both locally and regionally. He does not have any family relationship with any directors and/or major shareholder of TRB except with his son, Datuk Aldillan bin Anuar, nor any conflict of interest in any business arrangement involving the Company. He has had no convictions for any offences (excluding traffic offences, if any) within the past five (5) years. 018

20 Profile of Directors DATUK ALDILLAN BIN ANUAR Deputy Managing Director DATO CHE RASHIDI BIN CHE OMAR Executive Director (Plantation) Datuk Aldillan bin Anuar, Malaysian, male, aged 41, was appointed to the Board on 12 February 2014 as an Executive Director. Datuk Aldillan is the son of Datuk Seri Anuar bin Adam who is the major shareholder of the Company. On 23 February 2017, he was redesignated as Deputy Managing Director. Datuk Aldillan graduated with a Bachelors of Structural Engineering with Architecture from the University of Manchester, United Kingdom in Upon completing his degree, he joined Halcrow, an international and multidisciplinary engineering consultancy firm based in England. In 1999, upon his return to Malaysia, he joined their family owned business, Maxcorp Group of Companies, which are principally involved in construction, project management and property development businesses focused on Leisure, Resort and Housing. He was a key member in the initial planning and of 8,000 units low cost housing project in the state of Johor, Malaysia. From 2003 to 2008, he was based in Pakistan overseeing implementation of the Group s property projects with a GDV of RM 700 million in various parts of Pakistan. Datuk Aldillan is the son of Datuk Seri Anuar bin Adam, the Managing Director and a major shareholder of the Company, he does not have any family relationship with any directors and/or major shareholder of TRB nor any conflict of interest in any business arrangement involving the Company. He has had no convictions for any offences (excluding traffic offences, if any) within the past five (5) years. Dato Che Rashidi bin Che Omar, Malaysian, male, aged 68, was appointed to the Board on 22 June 2011 as an Independent Non-Executive Director. On 28 February 2012, he was redesignated as Executive Director (Plantation). He is also a member of the ESOS Committee. Dato Rashidi graduated with a Diploma in Plantation Management from Universiti Teknologi Mara. He began his career with FELDA as a Cadet Planter in 1968 and left as a Manager. In 1974, he joined Kuala Lumpur Kepong Berhad as Assistant Manager and left as Senior Manager. In 1989, he joined Austral Enterprise Berhad as a Senior Manager. In 1990, he joined Tradewinds (M) Berhad as a Manager in the Plantation Division and was subsequently promoted to General Manager in In 1996, he was seconded to Tradewinds Plantation Services Sdn Bhd and promoted to the position of Senior General Manager. In 1999, he became the Executive Director of Tradewinds Plantation Services Sdn Bhd. In 2002, he joined Lembaga Tabung Haji as its Plantation Director. He was the Managing Director of TH Plantations Berhad from 2003 to Dato Rashidi is currently on the Board of Loh & Loh Corporation Berhad and New Britain Palm Oil Limited. He does not have any family relationship with any directors and/or major shareholder of TRB nor any conflict of interest in any business arrangement involving the Company. He has had no convictions for any offences (excluding traffic offences, if any) within the past five (5) years. 019

21 Profile of Directors DATUK GAN SEONG LIAM Executive Director (Property Development) DATUK NOEL JOHN A/L M SUBRAMANIAM Executive Director Datuk Gan Seong Liam, Malaysian, male, aged 60, was appointed to the Board on 12 August 2016 as an Executive Director. Datuk Gan graduated in 1979 with 1st Class Honours in Civil Engineering from the University of Manchester, United Kingdom. He started his career as building engineer in PWD, Negeri Sembilan and also worked in Design and Research Department in PWD, Kuala Lumpur. Datuk Gan has ventured into property development since 1985 and owns a Class A contracting company. Datuk Gan was the Executive Director of Ganz Technologies Berhad, a rubber glove company listed in KLSE 2nd Board from 1994 to Datuk Gan is the Managing Director of one of the Group s Property Development company, Wawasan Metro Bina Sdn Bhd, with a current development project of Condominium at Kepong namely Mizumi Residences with a total GDV of approximately RM 1 billion. Wawasan Metro Bina Sdn Bhd is a 100% subsidiary of Tadmax Resources Berhad. He does not have any family relationship with any directors and/or major shareholder of TRB nor any conflict of interest in any business arrangement involving the Company. He has had no convictions for any offences (excluding traffic offences, if any) within the past five (5) years. Datuk Noel John A/L M Subramaniam, Malaysian, male, aged 69, was appointed to the Board on 12 February 2014 as a Non Independent & Non-Executive Director. On 30 October 2014, he was redesignated as Executive Director and ceased to be a member of the Audit Committee from the same date. Datuk Noel John has over 30 years experience in the financial and corporate fields. He has served previously as Board Member and Audit Member of a financial services company and as the Managing Director and Audit Member of a Construction Group. Prior to the above, he was with the Government of Singapore Administrative Service and the Monetary Authority of Singapore, Malaysian Industrial Development Finance Berhad (where he was involved in business and project development, economic research and project financing), TA Securities Berhad (as Senior VP of the International Desk involved with foreign Fund Managers) and the MBf Group (a financial services and construction group). He has been involved, since 1999, with Maxcorp Development Sdn Bhd, the parent company of the Maxcorp Group which is controlled by a major shareholder of the Company, having served as Director and currently as Advisor. Datuk Noel had his tertiary education at the University of Malaya, National University of Singapore and the Asian Institute of Management, Philippines. He holds a Class II Upper Honours Degree majoring in Economics and a Master s Degree in Management. He has served as an Executive Committee member of the Malaysian Economic Association and also as the Chairman of the Finance Committee and later Vice- President of the Royal Selangor Club. He has also served on the Finance Committee of the Subang National Golf Club. He does not have any family relationship with any directors and/or major shareholder of TRB nor any conflict of interest in any business arrangement involving the Company. He has had no convictions for any offences (excluding traffic offences, if any) within the past five (5) years. 020

22 Profile of Directors DATO SAMSUDIN BIN ABU HASSAN Independent Non-Executive Director TAN PENG KOON Independent Non-Executive Director DEREK JOHN FERNANDEZ Independent Non-Executive Director Dato Samsudin bin Abu Hassan, Malaysian, male, aged 61 was appointed to the Board on 25 August 2015 as an Independent Non-Executive Director. He is a Fellow Member of the Chartered Institute of Management Accountants (FCMA) (U.K.) (CIMA) and Chartered Global Management Accountant, USA (CGMA). He is a member of the Audit and Risk Management Committee and ESOS Committee. Dato Samsudin has vast all-round experience in corporate finance, investment banking especially Mergers & Acquisition s, stock / equity markets in various industries and investments both in Malaysia and overseas for the past 30 years. Dato Samsudin has been Director / CEO / Chairman of many public listed companies in Malaysia and overseas covering various industry sectors throughout his career of more than 35 years. Industry sectors where he was involved in include Trading, Retail, Manufacturing, Property Development, Hotel & Resorts, Engineering Services, Oil & Gas, Power Generation, Mining, Banking & Financial Services, etc. He does not have any family relationship with any directors and/or major shareholder of TRB nor any conflict of interest in any business arrangement involving the Company. He has had no convictions for any offences (excluding traffic offences, if any) within the past five (5) years. Tan Peng Koon, Malaysian, male, aged 46, was appointed to the Board on 10 February 2012 as an Independent Non- Executive Director. He is a member of the Audit and Risk Management Committee, a member of the Nomination and Remuneration Committee and also the Chairman of the ESOS Committee. He holds a Bachelor of Economics (Accounting) from Flinders University South Australia and is a Member of the CPA Australia. Mr Tan began his financial service industry career with RHB Bank Berhad, before moving to KAF Discount Berhad as a Manager in the area of Capital Markets. He later joined Phileo Allied Capital Partners Sdn Bhd in the Corporate Finance division as a Manager. From there he ventured into his own private corporate consultancy firm before joining Mulpha Capital Holdings Sdn Bhd. He was a Director of Mulpha International Berhad from 2004 to He became the Vice Chairman of Fiscalab Holdings Sdn Bhd since 2006 and Chairman of Sungei Wang Group Sdn Bhd from 2008 onwards. He also sits on the Board of several other private limited companies. He does not have any family relationship with any directors and/or major shareholder of TRB nor any conflict of interest in any business arrangement involving the Company. He has had no convictions for any offences (excluding traffic offences, if any) within the past five (5) years. Derek John Fernandez, Malaysian, male, aged 52 was appointed to the Board on 26 March A lawyer by profession, his academic qualifications include B.Sc. and LLB (Hons) from Monash University, Australia. He was admitted as a Barrister and Solicitor of the Supreme Court of Victoria, Australia in 1989 and then an Advocate and Solicitor of the High Court of Malaya in He was a legal assistant in Fernandez and Co from as well as a lecturer in Sunway College from and a Partner of K. Nadarajah and Partners from Currently, he is the Managing Partner in Fernandez & Selvarajah (Advocates & Solicitors). He was also a member of the Bar Council s sub committee on corporate and banking matters. He is Chairman of the Audit and Risk Management Committee and also a member of the Nomination and Remuneration Committee. He does not have any family relationship with any directors and/or major shareholder of TRB nor any conflict of interest in any business arrangement involving the Company. He has had no convictions for any offences (excluding traffic offences, if any) within the past five (5) years. Notes to Profile of Directors: 1) The details of Directors shareholdings in the Company are set out on page 131 of this Annual Report. 2) The number of board meetings attended by the Directors of the Company are set out on page 31 of this Annual Report. 021