as tahps group celebrates its one hundred and seventh year ... - 2048251317085.pdf...mr. lim ke hun...

As TAHPS Group celebrates its one hundred and seventh year, we move forward to higher

phases of growth. The strength of the company has always been focus centric in the

property and plantation industries, both of which are the core ventures under the Group.

TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 2014 1

We ENDEAVOR, SUCCESS Follows...

TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 20142

A journey that has taken One Hundred And Seven Years to shape, TAHPS Group is still delivering excellence in all its endeavors. With our integrity and constant commitment to excellence, we strive for high value creations and outstanding deliverables. These fundamentals has shaped our company and given us new perspective. With the many favourable activities this past year, TAHPS Group once again steps up to deliver outstanding results.

Contents

Notice of the 103rd Annual General Meeting

Corporate Information

Profile of Directors

Group Structure

Five-Year Financial Highlights

Statement By The Executive Management Committee

Statement on Corporate Governance

Statement on Risk Management and Internal Control

Audit Committee Report

Financial Statements

Analysis of Shareholdings

Properties Held by The Group

Proxy Form

0608101213141620212398

100



Notice of the 103rd Annual General MeetingNOTICE IS HEREBY GIVEN that the 103rd Annual General Meeting of the Company will be held at Eugenia Room, Sime Darby Convention Centre, 1A Jalan Bukit Kiara 1, 60000 Kuala Lumpur on Wednesday, 18 June 2014 at 2.30 p.m. to transact the following business:-

ORDINARY BUSINESS

1. To receive the Audited Financial Statements for the financial year ended 31 March 2014 and the Reports of the Directors’ and Auditors’ thereon. 2. To approve the payment of a first and final dividend of 35 sen per share single tier tax (Resolution 1) exempt for the financial year ended 31 March 2014.

3. To approve the payment of Directors’ Fees amounting to RM450,500 in respect of the (Resolution 2) financial year ended 31 March 2014. [2013: RM144,000] 4. To re-elect the following Directors, who are retiring pursuant to Article 98 of the Company’s Articles of Association, who being eligible offer themselves for re-election:-

i) Mr Lim Kai Hee (Resolution 3) ii) Mr Lim Ke Hun (Resolution 4) iii) Ms Lim Wan Yee (Resolution 5)

5. To re-elect Dr Chin Yoong Kheong as Director, pursuant to Article 103 of the Company’s (Resolution 6) Articles of association, who being eligible offer himself for re-election.

6. To re-appoint Messrs Khoo Wong & Chan as Auditors and to authorise the Directors to (Resolution 7) determine their remuneration.

7. To transact any other business which due notice shall have been given in accordance with the Companies Act, 1965.

NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT

NOTICE IS HEREBY GIVEN THAT the first and final dividend of 35 sen per share single tier tax exempt for the financial year ended 31 March 2014, if approved, will be paid on 23 July 2014. The entitlement date for the dividend payment is 2 July 2014.

A Depositor shall qualify for entitlement to the dividend only in respect of:

a. Shares transferred into the depositor’s securities account before 4.00 p.m. on 2 July 2014 in respect of transfer; and

b. Shares bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of the Bursa Malaysia Securities Berhad.

By Order of the BoardWONG WAI FOONG (MAICSA NO. 7001358)LIM HOOI MOOI (MAICSA NO. 0799764)

Secretaries

27 May 2014Kuala Lumpur

Notice of the 103rd Annual General Meeting


Notes:-

i) A member of the Company entitled to attend and vote at this Meeting is entitled to appoint a proxy or attorney or other duly authorised representative to attend and vote in his stead. A proxy may, but need not be a member of the Company. A member may appoint any person to be his proxy and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.

ii) A member of the Company who is an authorised nominee as defined in the Securities Industry (Central Depositories) Act, 1991 (“SICDA”) may appoint not more than two (2) proxies in respect of each securities account it holds in ordinary shares of the Company standing to the credit of the said securities account.

iii) For a member of the Company who is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one (1) securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. An exempt authorised nominee refers to an authorised nominee defined under SICDA which is exempted from compliance with the provisions of subsection 25A(1) of SICDA.

iv) Where a member or the authorized nominee appoints two (2) proxies, or where an exempt authorized nominee appoints two (2) or more proxies, the proportion of shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies.

v) The instrument appointing a proxy shall be in writing signed by the appointor or his attorney duly authorised in writing, or if the appointor is a corporation, either under its common seal or signed by an officer or attorney duly authorised.

vi) The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting.

vii) For the purpose of determining a member who shall be entitled to attend and vote at the meeting, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd to make available to the Company a Record of Depositors as at 11 June 2014 and only a depositor whose name appears on the Record of Depositors shall be entitled to attend the meeting or appoint proxies to attend and vote in his stead.

Explanatory Notes :

Agenda No.1This item is meant for discussion only. The provision of Section 169 of the Companies Act, 1965 requires that the audited financial statements and the Reports of the Directors and Auditors thereon be laid before the Company at its Annual General Meeting. As such, this Agenda item is not a business which requires a resolution to be put to vote by shareholders.

Agenda No. 3Included in the Directors’ Fees of RM450,500 is a sum of RM80,000 payable to Datuk Kudus Bin Alias, who has resigned as a Director of the Company on 17 April 2014, in appreciation for his services as a Director of the Company since 1987.


Corporate Information

BOARD OF DIRECTORSExecutive Directors (Non-Independent)Mr. Lim Ke HunMr. Lim Kee ChoonMr. Lim Kean BoonMs Lim Wan Yee

Non-Executive Directors (Independent)Datuk Abdul Kudus bin Alias (resigned on 17 April 2014)Tan Sri Datuk Yong Poh KonMr. Yap KoonDr Chin Yoong Kheong

Non-Executive Directors (Non-Independent)Mr. Lim Kai HeeMdm Chang Wee Yon(Alternate Director to Ms Lim Wan Yee)

REGISTERED OFFICELevel 18, The Gardens North TowerMid Valley CityLingkaran Syed Putra59200 Kuala LumpurMalaysiaTel : 603-2264 8888

SHARE REGISTRARTricor Investor Services Sdn BhdLevel 17, The Gardens North TowerMid Valley CityLingkaran Syed Putra59200 Kuala LumpurMalaysiaTel : 603-2264 3883

STOCK EXCHANGE LISTINGBursa Malaysia Securities Berhad- Main MarketStock code: 2035

Website: www.tahps.com.my

AUDITORSKhoo Wong & ChanChartered Accountants8.06-8.08, 8th FloorPlaza First Nationwide161, Jalan Tun H.S. Lee50000 Kuala LumpurMalaysiaTel: 603-2078 3893

COMPANY SECRETARIESLim Hooi Mooi (MAICSA No : 0799764)Wong Wai Foong (MAICSA No : 7001358)

PRINCIPAL BANKERSAlliance Bank Malaysia BerhadCIMB Bank Berhad United Overseas Bank (Malaysia) Berhad

BOARD COMMITTEESAudit CommitteeMr. Yap Koon (Chairman)Datuk Abdul Kudus bin Alias (resigned on 17 April 2014)Dr Chin Yoong Kheong

Executive Management Committee (EXCO)Mr. Lim Ke HunMr. Lim Kee ChoonMr. Lim Kean BoonMs Lim Wan Yee

Nomination CommitteeTan Sri Datuk Yong Poh Kon (Chairman)Datuk Abdul Kudus bin Alias (resigned on 17 April 2014)Mr. Yap KoonDr Chin Yoong Kheong

Remuneration CommitteeDr Chin Yoong Kheong (Chairman)Datuk Abdul Kudus bin Alias (resigned on 17 April 2014)Tan Sri Datuk Yong Poh KonMr. Yap Koon Risk Management CommitteeMr. Lim Ke HunMr. Lim Kee ChoonMr. Lim Kean BoonMs Lim Wan Yee



MR. LIM KE HUN (*)(A1)Age 63, Malaysian. Non-Independent Non-Executive Director since 3 May 1994. Redesignated as Executive Director on 1 December 2002. Member of the EXCO and Risk Management Committee. Director of The Ayer Hitam Development Sdn Bhd, Cendana Maju Construction Sdn Bhd, Bukit Hitam Development Sdn Bhd, BBP Management Services Sdn Bhd, Ayer Hitam Resorts Sdn Bhd and Yee Seng Plantations Sdn Bhd. Graduated from The Chartered Institute of Marketing of London, United Kingdom. Sits on the board of several private companies.

MR. LIM KEE CHOON (A3)Age 58, Malaysian. Non-Independent Non-Executive Director since 10 August 1994. Redesignated as Executive Director on 1 December 2002. Member of the EXCO and Risk Management Committee. Director of The Ayer Hitam Development Sdn Bhd, Cendana Maju Construction Sdn Bhd, Bukit Hitam Development Sdn Bhd, BBP Management Services Sdn Bhd, Ayer Hitam Resorts Sdn Bhd and Yee Seng Plantations Sdn Bhd. Trustee of Alzheimer’s Disease Foundation Malaysia and Yayasan Lim Yee Hoh. Graduated with degrees in Law and Commerce from University of Melbourne in 1978.

MR. LIM KEAN BOON (*)(A1)Age 56, Malaysian. BA (Hons), MSc (Econs), DIC. Non-Independent Non-Executive Director since 28 September 2000. Redesignated as Executive Director on 1 May 2003. Member of the EXCO and Risk Management Committee. Director of The Ayer Hitam Development Sdn Bhd, Cendana Maju Construction Sdn Bhd, Bukit Hitam Development Sdn Bhd, BBP Management Services Sdn Bhd, Ayer Hitam Resorts Sdn Bhd and Yee Seng Plantations Sdn Bhd. He is also a Director of several private companies.

MS LIM WAN YEE (#)(A2)Age 48, Malaysian. Non-Independent Non-Executive Director since 18 May 1994. Redesignated as Executive Director on 1 December 2002. Member of the EXCO and Risk Management Committee. Director of The Ayer Hitam Development Sdn Bhd, Cendana Maju Construction Sdn Bhd, Bukit Hitam Development Sdn Bhd, BBP Management Services Sdn Bhd, Ayer Hitam Resorts Sdn Bhd and Yee Seng Plantations Sdn Bhd. Graduated with a Masters degree from the London School of Economics, University of London. Appointed as Director of Bee Guan Sdn Bhd since November 2003.

DATUK ABDUL KUDUS BIN ALIAS (resigned on 17 April 2014)Age 83, Malaysian. Independent Non-Executive Director of TAHPS Group Berhad since 29 July 1987. Member of the Audit Committee, Nomination Committee and Remuneration Committee. Director of Pernec Corporation Bhd from 1987 to 2003; and its Chief Executive Officer from 1988 to 1993; Director of Ganad Corporation Bhd from 1994 to 2011; and Director of Malaysian Credit Finance Bhd from 1994 to 1997. Had served in the Royal Malaysia Police for 34 years and was the Deputy Inspector General before retiring at the age of 55. Studied Public Administration at the Royal Melbourne Institute of Technology, Australia and attended several overseas training programmes in United Kingdom and U.S.A. Manager in a stock broking firm and a Director of China Press Ltd from year 1987 to 1993. Not related to any Director and/or major shareholder of the Company.

TAN SRI DATUK YONG POH KONAge 69, Malaysian. Independent Non-Executive Director. Appointed as member of the Board on 24 March 2004. Chairman of the Nomination Committee and member of the Remuneration Committee. Graduated from the University of Adelaide with First Class Honours in Mechanical Engineering in 1968. He is the Managing Director of Royal Selangor International Sdn. Bhd. and is a director of Nestle (Malaysia) Berhad, RAM Holdings Berhad and Selangor Pewter (Holdings) Berhad. Tan Sri Datuk Yong is also the Immediate Past President of Federation of Malaysian Manufacturers (FMM). He has served in the past as a Board Member of Bank Negara Malaysia, Malaysian Communications and Multimedia Commission and is currently a Board Member of EPF. He is also a member of the Economic Council. Not related to any Director and/or major shareholder of the Company and does not have any interest in the securities of the Company or its subsidiaries.



Note:

* Brothers – Family relationship# Daughter of Madam Chang Wee Yon (Substantial shareholder – indirect interest)A1 Person associated with Lim Yee Teck (deceased) (Substantial shareholder of the Company) A2 Person associated with Bee Guan Sdn Bhd (Substantial shareholder of the Company) pursuant

to Section 6A (4) of the Companies Act 1965A3 Person associated with Lim Enterprises Sdn Bhd (Substantial shareholder of the Company)

pursuant to Section 6A (4) of the Companies Act 1965

MR. YAP KOONAge 62, Malaysian. Independent Non-Executive Director since 16 October 2009 and appointed as Chairman of the Audit Committee on 26 November 2009. Member of the Nomination Committee and Remuneration Committee. He is a Certified Public Accountant and is a Member of The Malaysian Institute of Accountants since 1988. He started his working career in 1975 and since then has worked for two substantial Malaysian conglomerates, firstly involved in the automobile assembly and distribution industry, and secondly, involved in the diversified activities of a conglomerate. He was employed as Financial Control Manager in the first job and as Chief Accountant in the second job where he was later promoted as General Manager – Finance. In the second job he was re-designated to be General Manager – Operations in the employer’s China operations. Currently, he works as a freelance Financial Consultant. He is not related to any Director and/or major shareholder of the Company and does not have any interest in the securities of the Company or its subsidiaries.

MR. LIM KAI HEE (*)(A1)Age 65, Malaysian. Non-Independent Non-Executive Director. He has been a member of the Group since 3 May 1994. Director of The Ayer Hitam Development Sdn Bhd and Cendana Maju Construction Sdn Bhd as well as a Working Committee and Tender Committee member for both of these subsidiaries. He has extensive experience in the areas of property investment, strategic planning, business development and operational management. He is also a Director of several private companies. Graduate from The Chartered Institute of Marketing, London and The Institute of Administrative Management, London, United Kingdom.

DR. CHIN YOONG KHEONGAge 56, Malaysian. BA (Hons) Economics, Fellow of the Institute of Chartered Accountants in England and Wales, DBA, CPA and CFC. Appointed as Independent Non-Executive Director on 1 January 2014. Chairman of the Remuneration Committee, member of the Audit Committee and Nomination Committee. Dr. Chin has just retired as a partner of a Big 4 accounting firm on 31 December 2013, after having served the firm for more than 34 years in the UK, Vietnam and Malaysia. He is also the Independent Non-Executive Director of Otto Marine Ltd, a shipping company listed in the Singapore Stock Exchange. Not related to any Director and/or major shareholder of the Company and does not have any interest in the securities of the Company or its subsidiaries.

MADAM CHANG WEE YON (A2)[ALTERNATE DIRECTOR TO MS LIM WAN YEE] Age 70, Malaysian. Alternate Director to Ms Lim Wan Yee since 25 July 1994.

ADDITIONAL INFORMATION ON THE BOARD OF DIRECTORS

Conflict of interestAll the Directors have no conflict of interest with the Company.

Convictions for offences (within the past 10 years, other than traffic offences)None of the Directors has any convictions for offences.

Interest in securities of the Company and its subsidiariesDirectors’ interests in the securities of the Company and its subsidiaries are disclosed in the Directors’ Report and on page 99 of the Annual Report.

100%

100%

Group Structureas at 31 March 2014

TAHPS Group Berhad (37-K)

Investment HoldingPlantationShare Capital : RM 74,853,075

Bukit Hitam Development Sdn. Bhd. (203394-W)

Property Development

Share Capital : RM 40,000,002

BBP Management Services Sdn. Bhd. (735463-P)

Property Management Services

Share Capital : RM 2

Cendana Maju Construction Sdn. Bhd. (507624-A)

Dormant


100%

The Ayer Hitam Development Sdn. Bhd. (83880-A)

Property Development


100%

Ayer Hitam Resorts Sdn. Bhd. (752188-K)100%

100%

!

Yee Seng Plantations Sdn. Berhad. (6587-P)

Plantation


DormantShare Capital : RM 2

!


Five Year Financial Highlights

Year ended 31 March 2010 2011 2012 2013 2014

Revenue RM’000 87,136 22,717 24,107 51,751 98,445Profit Before Taxation RM’000 30,329 17,542 13,716 15,760 60,894Profit After Taxation RM’000 23,179 11,079 10,422 14,695 46,378Paid-up Capital RM’000 74,853 74,853 74,853 74,853 74,853Shareholders’ Funds RM’000 417,692 424,646 427,867 434,785 468,132Earnings Per Share - basic sen 30.97 14.80 13.92 19.63 61.96Net Assets Per Share RM 5.58 5.67 5.72 5.81 6.25Net Dividends Per Share sen 12 10 10 20 35Share Price at 31 March RM 3.42 4.41 4.80 5.04 7.00Dividend Yield - Net % 3.51 2.27 2.08 3.97 5.00

120,000

100,00087,136

22,717 24,107

51,751

98,445

Revenue (RM’000)

80,000

60,000

40,000

20,000

2010 2011 2012 2013 20140

480,000

417,692424,646 427,867

434,785

468,132

Shareholders’ Funds (RM’000)

460,000

440,000

420,000

400,0002010 2011 2012 2013 2014

6.30

5.585.67 5.72

5.81

6.25

Net Assets Per Share (RM’000)

6.10

5.90

5.70

5.502010 2011 2012 2013 2014

60,000

70,000

30,329

17,54213,716

15,760

60,894

Profit Before Taxation (RM’000)

50,000

40,000

30,000

20,000

2010 2011 2012 2013 201410,000


Statement by the ExecutiveManagement Committee


On behalf of the Board of Directors, we are pleased to present the Annual Report of TAHPS Group Berhad and its subsidiaries (Group) for the financial year ended 31 March 2014.

Financial ResultsThe Group performed commendably during the financial year ended 31 March 2014. The property segment registered strong results whilst the plantation segment improved on higher production.

Group Performance 2014 2013 Change

Revenue (RM’million) 98.4 51.8 +90%Profit before tax (RM’million) 60.9 15.8 +285% Earnings per share (sen) 62.0 19.6 +216%Net Assets per share (RM) 6.25 5.81 +8%

• Revenue increased by RM46.6 million or 90% mainly due to the progress of construction works of the BP:Newtown shop offices and higher plantation revenue.

• Profit before tax increased by RM45.1 million in tandem with the higher percentage of completion for the property development projects.

• The balance sheet continues to improve with shareholders’ funds increasing from RM434.8 million to RM468.1 million.

Review of Operations

Property DevelopmentRevenue from the property development segment totalled RM87.1 million, an increase of RM44.0 million against the previous financial year. Phase 1 of the 124 units of BP:Newtown shop offices was fully sold and is nearing completion while Phase 2 is expected to complete towards the end of 2014.

PlantationThe plantation segment consolidated the full year results of Kretay Estate compared to eight months results in the previous financial year. Revenue increased to RM11.1 million from RM8.5 million in the previous year.

DividendsThe Board of Directors recommends the payment of a first and final dividend of 35 sen per share single tier tax exempt (2013: 12 sen per share single tier tax exempt and a special dividend of 8 sen per share tax exempt) for the financial year ended 31 March 2014 amounting to RM26.20 million (2013: RM14.97 million).

Corporate Social ResponsibilityThe Group continues its corporate social responsibility initiatives aimed at providing assistance and contributions to deserving charitable bodies as well as to undertake social community related projects.

OutlookThe Malaysian economy is expected to remain on a steady growth path in 2014, expanding by 4.5% – 5.5%. Domestic demand will remain the key driver of growth, albeit at a more moderate pace. The growth in the agriculture sector is expected to improve on account of higher production of palm oil as both yields and the number of matured palm trees increase. (source: BNM Annual Report 2013).

The Group’s property division is expected to continue to perform well with the construction of BP: Newtown (Phase 2) and the launching of the Foreston bungalows and Semi-Detached houses as well as the EPIC Suites serviced apartments.

Meanwhile, the plantation segment will perform satisfactorily despite the volatile CPO prices. After successfully completing the replanting of 160 hectares with high-yielding oil palm seedlings in 2013, the Group will further replant another 320 hectares in 2014.

AcknowledgementsThe Group welcomes the appointment of Dr. Chin Yoong Kheong, as an independent non-executive director, on 1 January 2014.

The Group bids farewell to Datuk Kudus bin Alias who resigned on 17 April 2014. Datuk Kudus served on the Board since 29 July 1987 and was a member of the Audit Committee, Nomination Committee and Remuneration Committee. We thank him for his contributions throughout the years and we wish him all the best.

On behalf of the Board, we would also like to thank our valued customers, business associates, the government authorities, our shareholders and our staff for their continuing support and contributions.

Executive Management Committee7 May 2014


Statement by the ExecutiveManagement Committee


The Board is committed to maintain high standards of stewardship throughout the Group to protect and enhance shareholders' value. It endeavours to adopt good business practices and to continuously improve on management systems and practices. The Board is pleased to report that it exercised good corporate governance in directing and managing the business and affairs of the Group throughout the financial year, consistent with the principles and recommendations outlined in the Malaysian Code on Corporate Governance 2012 (“the Code”).

The following describes how the Company has applied the principles and complied with the recommendations as set out in the Code.

1. The Board The Board is responsible, amongst others, for charting and communicating strategic direction and

corporate values of the Group, and supervising its affairs to ensure its success within a framework of acceptable risks and effective control and in compliance with the relevant laws, regulations and guidelines. It reviews management performance and ensures that the necessary financial and human resources are available to meet the Group’s objectives.

The Board adopts an active approach in discharging its responsibilities with the day-to-day responsibilities entrusted to the Management headed by the Executive Management Committee comprising the Executive Directors appointed by the Board. Other formal Board Committees established by the Board in accordance with the Code, i.e., the Audit Committee, the Nomination Committee, the Remuneration Committee and the Risk Management Committee, have assisted the Board in the discharge of its duties.

The Board approved a Board Charter in August 2013 that is aimed at ensuring that all Directors are aware of their duties and responsibilities as Board members and the various legislations and regulations affecting their conduct and that the principles and practices of good corporate governance are applied in their dealings in respect, and on behalf of, the Company. The Board Charter comprises, among others, well-defined terms of reference as well as the authority limits for the Board and its Committees, and the various relevant internal processes. The Board Charter will be updated from time to time to reflect changes to the Board’s policies, procedures and processes as well as amended relevant rules and regulations to ensure they remain consistent with the Board’s objectives, current legislations and best practice.

a) Board balance At the end of the financial year, the Board comprised nine Directors; four of whom are Executive

Directors and five are Non-Executive Directors. Four of the five Non-Executive Directors are independent. The number of independent directors complies with the Bursa Malaysia Listing Requirements which requires at least one third of the Board to be independent directors. The Directors have wide ranging experience and all have occupied or currently occupy senior positions in the public or private sectors. The independent Non-Executive Directors provide a strong independent element on the Board and also participate as members in the Audit Committee.

A brief profile of each Director is presented in the "Profile of Directors" section of this Annual Report.

The Code recommends that the tenure of an independent Director should not exceed a cumulative term of nine years. The Company does not have tenure limits for independent Directors and the Board is of the opinion that the ability of an independent Director to exercise independent and objective judgment in Board deliberations is not a function of his length of service as an independent Director. Both Datuk Abdul Kudus bin Alias and Tan Sri Datuk Yong Poh Kon have served on the Board as independent Directors, each exceeding a cumulative term of nine years. The Board is of the view that both the independent Directors meet the criteria for independent Directors as defined in the Listing Requirements and continue to exercise independent and objective judgment. Datuk Abdul Kudus bin Alias resigned from the Board subsequent to the financial year end on 17 April 2014.



b) Meetings Four board meetings were held during the financial year and the attendance of the Directors is as

follows:

Name No. of meetings attended

Executive Directors 1. Lim Ke Hun 4/4 2. Lim Kee Choon 4/4 3. Lim Kean Boon 4/4 4. Lim Wan Yee 3/4

Independent Non-Executive Directors 5. Datuk Abdul Kudus bin Alias 4/4 6. Tan Sri Datuk Yong Poh Kon 4/4 7. Yap Koon 4/4 8. Dr Chin Yoong Kheong 1/1

Non-Independent Non-Executive Director 9. Lim Kai Hee 4/4

c) Supply of Information Notice of meetings, setting out the agenda and accompanied by the relevant Board papers are given to

the Directors in sufficient time to enable the Directors to peruse, obtain additional information and seek further clarification on the matters to be deliberated. Any Director who wishes to seek independent professional advice in the furtherance of his duties may do so at the Company’s expense. Directors have access to all information and records of the Company and also the advice and services of the Company Secretary.

d) Appointments and Re-election The Board re-established the Nomination Committee on 29 May 2013. The Nomination Committee,

comprising Independent Non-Executive Directors, is responsible for identifying and recommending to the Board suitable nominees for appointment to the Board and Board Committees. In discharging its duties, the Committee has the liberty to obtain opinions or services from external sources. The Committee is also entrusted with the responsibility for assessing the effectiveness of the members of the Board.

The Articles of Association of the Company provide that at least one-third of the Directors are subject to retirement by rotation at each Annual General Meeting and that all Directors shall retire once in every three years. A retiring Director is eligible for re-election. The Articles of Association also provide that a Director who is appointed by the Board in the course of the year shall be subject to election at the next Annual General Meeting to be held following his appointment.

Directors over seventy years of age are required to submit themselves for re-appointment annually in accordance with Section 129(6) of the Companies Act, 1965.

e) Continuing Education Programme The Board will evaluate and determine the specific and continuous training needs for the Directors on

a regular basis. Continuous education is important in keeping Directors updated on regulatory and corporate governance developments, besides enhancing professionalism and knowledge of Directors in enabling them to discharge their duties more effectively. All Directors have fulfilled the requirements of the Directors’ training programme. The training courses attended by the Directors during the financial year were in relation to enterprise risk management, Bursa update briefing sessions on corporate governance and seminars on palm oil business.




2. Directors Remuneration The Board re-established the Remuneration Committee separately from the Nomination Committee in 2014

and the Committee met once during the financial year to consider the remuneration framework for Directors as well as senior key personnel. The Remuneration Committee, which comprises Independent Non-Executive Directors, will review and propose the remuneration of the Executive Directors. To assist the Committee in its function, the Committee may obtain the services of external parties in order to provide a fair determination of the salary. The remuneration that is proposed is based on industry standards and job responsibilities. The Remuneration Committee is also responsible for conducting reviews on the performance of the Directors concerned. The Board as a whole determines the remuneration of the Non-Executive Directors. The quantum proposed is tabled to the shareholders at the Annual General Meeting for their approval.

Details of the Directors’ remuneration for the financial year ended 31 March 2014 are as follows:

Aggregate remuneration Executive Directors Non-Executive Directors RM RM Fees 346,000 474,501 Note Salaries 1,872,000 - Other emoluments 224,640 28,900 Aggregate remuneration 2,442,640 503,401

Note: Includes an amount of RM80,000 for a long-serving Director.

Analysis of Remuneration in bands of RM50,000

Range of Remuneration No. of Directors (RM) Executive Directors Non-Executive Directors < 50,000 - 1 50,001 – 100,000 - 1 100,001 – 150,000 - 2 150,001 – 200,000 - 1 600,001 – 650,000 4 -

3. Relationship with Shareholders and Investors The Board acknowledges the importance of shareholders being informed of all material business and

corporate matters affecting the Group. This is achieved through the distribution of Annual Reports and quarterly announcements of the interim financial statements to Bursa Malaysia. Other announcements to Bursa Malaysia are made as and when required. The shareholders are encouraged and given the opportunity during the Annual General Meeting to ask questions regarding the operations of the Group. This is the main forum for dialogue between the Company and its shareholders where shareholders’ concerns may be conveyed to the Board.

4. Accountability and Audit

a) Financial Reporting The Board acknowledges its responsibility to present a balanced and meaningful report to the

shareholders regarding the financial position of the Group and Company. In line with this, the Board makes available the financial results through quarterly announcements of the interim financial statements to Bursa Malaysia. On an annual basis the shareholders are made aware of the financial position of the Company through its Annual Report which includes, among other things, a statement on the performance and future prospects of the Group.

b) Internal Controls The Group's system of internal controls is outlined in the Statement on Risk Management and Internal

Controls in this Annual Report.

c) Relationship with Auditors The Audit Committee and the Board have established formal and transparent arrangements and

appropriate relationship with the Group's auditors, both external and internal. The Audit Committee met with the External Auditors without the executive board members present during the financial year.


5. Statement on Directors’ Responsibility The Directors are required by the Companies Act, 1965 (“the Act”) to prepare financial statements for

each financial year which give a true and fair view of the state of affairs of the Group and the Company at the end of the year and the results of the Group and the Company for the year. As required by the Act and the Listing Requirements of Bursa Malaysia, the financial statements have been prepared in accordance with the provisions of the Act and applicable approved accounting standards in Malaysia.

The Directors consider that in preparing the financial statements for the year ended 31 March 2014 set out in this Annual Report, the Group has used appropriate accounting policies that were consistently applied and supported by reasonable and prudent judgments and estimates. The Directors have the responsibility for ensuring that the Group and the Company keep accounting records which disclose with reasonable accuracy the financial position of the Group and the Company and enabled them to ensure that the financial statements comply with the Act.

6. Additional Compliance Information The following information is disclosed in compliance with the Listing Requirements of Bursa Malaysia:

a) Utilisation of Proceeds The Company did not raise funds through any corporate proposals during the financial year.

b) Share Buy-back The Company did not carry out any share buy-back during the financial year.

c) Options, Warrants or Convertible Securities The Company did not issue any options, warrants or convertible securities during the financial year.

d) Depository Receipt Programme The Company did not participate in any Depository Receipt Programme.

e) Sanctions/Penalties Imposed There were no sanctions/penalties imposed during the financial year on the Company and its

subsidiaries, Directors or management by the relevant regulatory bodies.

f) Non-Audit Fees The amount of non-audit fees incurred for services rendered by the external auditors, and firms

affiliated to them, during the financial year amounted to RM22,700.

g) Variation in Results There is no material variance between the results for the financial year and the unaudited results

previously announced. The Company did not make or release any profit estimate, forecast or projection for the financial year.

h) Profit Guarantees There were no profit guarantees given by the Company during the financial year.

i) Material Contracts There were no material contracts entered into by the Company and its subsidiaries which involve

Directors’ and major shareholders’ interest subsisting at the end of the previous financial year or entered into during the financial year. There were no contracts relating to a loan by the Company and its subsidiaries in respect of material contracts.

j) Revaluation Policy The Company does not adopt any revaluation policy on landed properties.



Board's ResponsibilityThe Board recognizes the importance for maintaining a sound system of internal controls that supports the achievement of the organization's objectives. The system of internal controls cover not only financial controls but also operational and compliance controls, as well as risk management.

The Board affirms its overall responsibility for the Group's system of internal controls and risk management, and for reviewing the adequacy and integrity of those systems. The systems are designed to manage rather than eliminate the risk of failure to achieve business objectives and provide only reasonable and not absolute assurance against material misstatement or loss. Notwithstanding this, ongoing reviews are continuously carried out to ensure the effectiveness of the systems.

Risk ManagementThe Board affirms that the Group has in place an on-going process for identifying, evaluating, monitoring and managing the significant risks affecting the business during the financial year. A Risk Management Committee, comprising Executive Directors, oversees the risk management framework for the Group. Periodic risk assessments are conducted for the Company and its subsidiaries. The risk profiles were discussed with management and provide a basis for systematic management of key risks, controls and the responsibilities associated with managing these risks. A risk management team for each company in the Group is entrusted with the responsibility for continuously reviewing and managing the risk profiles identified. The Risk Management Committee met twice during the financial year to review the key risks identified for the property development segment and the plantations segment.

Key Elements of Internal Control SystemThe key processes that the Board has established in reviewing the adequacy and integrity of the Group's systems of internal controls include the following:

• An organizational structure with clearly defined lines of responsibility and delegation of authority to provide a documented and auditable trail of accountability.

• Regular internal audit visits, which involve independent evaluation of the effectiveness of internal controls and highlighting significant risks impacting the Group to the Audit Committee. The annual internal audit plan is reviewed and approved by the Audit Committee.

• Regular Board meetings where important matters are highlighted, discussed and decided upon, thereby ensuring that the Board maintains full and effective supervision over key issues.

• The Audit Committee reviews the quarterly results and the year end financial statements of the Group before presenting to the Board for approval prior to providing the reports to Bursa Malaysia for public release.

The Board has received written assurance from senior management that the system of internal controls was operating satisfactorily during the financial year and has not resulted in any material losses, contingencies or uncertainties that would require disclosure in the Annual Report.




COMPOSITIONThe Audit Committee during the financial year comprised the following:

Yap Koon - Independent Non-Executive Director, ChairmanDatuk Abdul Kudus bin Alias - Independent Non-Executive DirectorDr Chin Yoong Kheong - Independent Non-Executive Director (appointed on 1 January 2014)Tan Sri Datuk Yong Poh Kon - Independent Non-Executive Director (resigned on 1 January 2014)

TERMS OF REFERENCE

1. Members The Committee shall be appointed by the Board from amongst the Directors of the Company and shall

fulfill the following: a) not fewer than three members; b) all members must be Non-Executive Directors with a majority of them being independent directors; c) at least one member of the Audit Committee: i) must be a member of the Malaysian Institute of Accountants; or ii) if he is not a member of the Malaysian Institute of Accountants, must have at least three years’ working experience and: (a)(a) he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967. (b)(b) he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Accountants Act 1967. iii) fulfills such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad. d) no alternate director shall be appointed as an Audit Committee member; and e) one of the Audit Committee members who is an independent director shall be appointed Audit Committee Chairman by the members of the Audit Committee.

2. Quorum The majority of the members who must be independent directors present shall form a quorum. The

minimum quorum for the Audit Committee Meetings is two members present, and in such case, both of them must be independent directors to constitute a quorum.

3. Authority The Audit Committee is granted the authority to investigate any activity, within its terms of reference, and

have the resources which are required to perform its duties as well as full and unrestricted access to any information pertaining to the Company and its subsidiaries. The Audit Committee is empowered to obtain independent professional advice as necessary to assist the Audit Committee in fulfilling its responsibility. The Audit Committee shall also have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity.

The Audit Committee may regulate its own procedures, in particular: a) the calling of meetings, including the convening of such meetings with external auditors, the internal

auditors or both, excluding the attendance of other Directors and employees of the Company. The other Directors and employees can only attend such meetings upon Audit Committee’s invitation.

b) the notice to be given of such meetings c) the voting and proceedings of such meetings d) the keeping of minutes; and e) the custody, production and inspection of such minutes.



4. Functions and duties The duties and functions of the Committee shall be:

a) To recommend the nomination of a person and persons as external auditors and to review the re-appointment and or resignation of the external auditor, the scope and general extent of the external auditors’ audit examination and ensure co-ordination between internal and external auditors. The external auditors’ fee is arranged and reviewed by the Committee.

b) To review the quarterly results and annual financial statements before submission to the Board, to consider on matters such as:

• going concern assumption; • any changes in accounting policies and practices; • significant adjustments resulting from the audit and unusual events; • compliance with accounting standards; • compliance with stock exchange and legal requirements; • major judgemental areas.

c) To review the following and report the same to the Board: i Review of the audit plan, the evaluation of the system of internal controls and audit report with

the external auditors; ii The assistance given by the employees of the Company to the external auditors; iii The adequacy of the scope, functions, competency and resources of the internal audit

functions and that it has the necessary authority to carry out its work; iv The internal audit programme, processes, the results of the internal audit programme,

processes or investigation undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function;

v Any related party transaction and conflict of interest situation that may arise within the Company or Group including any transaction, procedures or course of conduct that raises questions of management’s integrity.

5. Meetings of the Audit Committee The Audit Committee convened four meetings during the financial year. Other members of senior

management, upon invitation by the Audit Committee, were also present at the meetings.

The attendance of each member of the Audit Committee is as follows:

Member No. of meetings attended Yap Koon (Chairman) 4/4 Datuk Abdul Kudus bin Alias 4/4 Dr Chin Yoong Kheong (appointed on 1 January 2014) 1/1 Tan Sri Datuk Yong Poh Kon (resigned on 1 January 2014) 3/4

6. Activities of the Committee The Audit Committee carried out the activities as outlined in its functions and duties during the year

under review.

7. Internal Audit Function The internal audit function is outsourced to a professional internal audit services firm with the

objective of assisting the Audit Committee in the discharge of its duties and responsibilities. Its roles are to independently review the system of internal controls established by the management, its adequacy and effectiveness vis-à-vis the objectives set and to make appropriate recommendations. Internal Audit will present its yearly Internal Audit Plan, which includes the scope and functions of the Internal Audit for consideration and approval of the Audit Committee. Costs incurred for the internal audit function during the financial year amounted to RM71,218.

The Audit Committee considers reports from Internal Audit and from management, before reporting and making recommendations to the Board on a quarterly basis or as appropriate.

8. Share Scheme for Employees The Company does not have a share scheme for employees and as such, no options were allocated

during the financial year.



Financial Statements

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