completed projects - i3investor

19 ANNUAL REPORT 2020

Birch The Plaza & CommercialPenang Times Square, Penang

GDV : RM350 million

The View Twin TowersBatu Uban, Penang

GDV : RM108 million

Moonlight BayBatu Ferringhi, Penang

GDV: RM180 million

Aston VillaBukit Mertajam, Penang

GDV: RM67 million

Plaza IvoryBukit Gambier, Penang

GDV: RM87 million

Tanjung Park Tanjung Tokong, Penang

GDV: RM102 million

Birch Regency & Commercial Penang Times Square, Penang

GDV: RM300 million

Palace HillBukit Gambier, Penang

GDV: RM40 million

Zen @ The ViewBatu Uban, Penang

GDV: RM15 million

PROJECTS REVIEW

Completed Projects

Golden Eagle Award 2019

• EminentEagle01

Sin Chew Business Excellence Awards 2018

• PropertyExcellenceAward04

03Kwong Wah Yit Poh Dr. Sun Yat-sen Spirit Awards 2018

• GoldCorporateAward

06

07

CSR Malaysia Awards 2018

• CompanyoftheYearAward(PropertyDeveloper – Northern Region)

StarProperty.my Awards 2018

• SmallisBigAward(BestSmall Home Development) - Tropicana Bay Residences

02StarProperty.my Awards 2019

• MeritinPoseidonAward(BestWaterfrontDevelopment) – Penang World City

05Nanyang Siang Pau 95th Anniversary Outstanding Business Award

•OutstandingDeveloperAward

2018-2020

21

7

3 4

5 6

Established in 1999, Ivory Properties Group Berhad is a full-fledged property development consortium with exceptional design-build-property management capabilities and international real estate advisory services.

We have a highly professional and dedicated team of landscape architects, planners, interior designers, architectural technologists and multimedia artists as well as an innovative construction team with robust backgrounds. Leading them is a prudent project management team with countless years of invaluable experience and is known for their shrewd business acumen.

Through solid teamwork and our longstanding commitment to deliver excellent services, our projects are prestigious and are a resounding success. The awards and achievements received over the years are a testimony to our credibility which is built on quality innovation, commitment and hard work demonstrated by every Ivorian.

AWARDS AND ACHIEVEMENTS

20IVORY PROPERTIES GROUP BERHAD Registration No.: 200401034702 (673211-M)

2017Kwong Wah Yit Poh Centennial Awards 2017

• Dr.SunYat-senExcellenceAward


• HonoursAwardinTheNorthernStarAward-PenangTimes Square

CSR Awards 2017

• CompanyoftheYearAward(Overall)

PropertyGuru Asia Property Awards Malaysia

• BestCondoDevelopment(Penang)–CityResidence

Sin Chew Business Excellence Awards 2017

• PropertyExcellenceAward

Sin chew Business Excellence Awards 2017

• CSRExcellenceAward

2016Asia Pacific Property Awards 2016

• HighlyCommended forOfficeArchitecture - IvoryTower


• ExcellenceAward in TheNiche&UniqueAwardsCategory - Moonlight Bay

CSR Awards 2016

• Company of theYearAward underSustainabilityExcellence Category

2015The Golden Eagle Award 2015

• EminentEagleCategory

South East Asia Property Awards Malaysia 2015

• HighlyCommended for BestMid-RangeCondoDevelopment (North Malaysia) – The Latitude


• Highly Commended for Best Luxury CondoDevelopment (North Malaysia)

– Tropicana Bay Residences

Kwong Wah Yit Poh Centennial Awards 2015

• Dr Sun Yat-sen Outstanding Enterprise Award(Winner)

2014The Golden Eagle Award 2014

• EminentEagleCategory

Asia Pacific Property Awards in Association with Maybank

• HighlyCommendedforBestResidentialHigh-RiseArchitecture Malaysia – The Wave


• HighlyCommendedforBestHousingDevelopment(North Malaysia)

– Island Resort Bungalows


• HighlyCommended for BestMid-RangeCondoDevelopment (North Malaysia)

– The Latitude

2013The Asset Triple A Transaction Banking Awards 2013

• BestRealEstateStructuredTradeFinanceSolution,Malaysia

2012INPenang Awards 2012

• TopDevelopers

INPenang Awards 2012

• TopF&BHubs

2011The Edge Malaysia

• TopPropertyDevelopersAwards(IvoryAssociatesSdn. Bhd. ranked in Top 30 List under Qualitative Attributes for Product Quality, Innovation & Creativity, Value Creation for Buyers, Image and Expertise)

Asia Pacific Property Awards 2011 In Association with Bloomberg Television

• HighlyCommendedforBestLeisureDevelopment – Moonlight Bay

International Standard Quality (ISQ) Awards

• QualityPropertyDeveloper&Contractor

NST Property

• SCCheah’sChoiceAwards2011 – Best Penang Developer

AWARDS AND ACHIEVEMENTS21 ANNUAL REPORT 2020

2010The Edge Malaysia

• Top Property Developers Awards 2010 (IvoryAssociates Sdn Bhd ranked in Top 30 List under Qualitative Attributes for Product Quality, Innovation & Creativity, Value Creation for Buyers, Image and Expertise)

Trane Energy Efficiency Leader Award 2010 for Environmental Sustainability, Energy and Operational Efficiency

Kwong Wah Yit Poh Centennial Awards 2010

• Dr Sun Yat-sen Outstanding Enterprise Award(Winner)

Asia Pacific Property Awards in Association with Bloomberg Television

• HighlyCommendedforBestMixedUseDevelopment – Penang Times Square

2008Asia Pacific Super Excellence Brand 2008 (Winner)

The Malaysian Construction Industry Excellence Awards 2008 (CIDB)

2007In Penang My Preferred 2nd Home Property 2007 by MarketSource Publishing (Winner)

The Golden Bull Award 2007

• Malaysia100OutstandingSMEs(Top100Winners)

Penang International Expo 2007

• BestDecoratedBooth

1st Top 50 Enterprise Awards Malaysia 2007 (Platinum Award Winner)

AWARDS AND ACHIEVEMENTS

2006The Golden Bull Award 2006

• Malaysia100OutstandingSMEs(3rdRunner-up)

Business Superbrands Malaysia Status 2006

The International Real Estate Federation (FIABCI) Malaysian Chapter



4th Asia Pacific / Malaysia e-Entrepreneur Excellence Award 2005 (Winner)

The Enterprise 50 Award 2005 (Top 50 Winners)


• Malaysia100OutstandingSMEs(1stRunner-up)

SME Business of the Year Award 2004 (Winner)

Keris Award 2004 (Winner)

Penang State Landscape Competition 2004 (1st Runner-up)




SUSTAINABILITY REPORT

ABOUT THIS REPORT

Our reporting approach is based on the framework and guidance provided by Global Reporting Initiative (“GRI”). This report was developed with reference to Bursa Malaysia Securities Berhad’s (“Bursa Securities”) Sustainability Reporting Guide and has been prepared in accordance with the “core” option of the GRI Standards. This includes adhering to the GRI Principles for defining report content:

(i) Stakeholder Inclusiveness – being responsive to stakeholder expectations and interest(ii) Sustainability Context – presenting performance in the wider sustainability context(iii) Materiality – focusing on issues where we can have the greatest impact and that are most important to our

business stakeholders(iv) Completeness – including all information that is of significant economic, environmental and social impact to

enable stakeholders to assess the Company’s performance

Ivory Properties Group Berhad and its subsidiary companies (“the Group”) is dedicated to promoting sustainability especially with the rising concern for the environment and staff welfare.

The Group is dedicated to include a broader sustainability agenda to its professional activities and it aims to achieve good sustainability practice, to reduce the environmental impacts of all its activities and to help its customers to do the same. This report covers all activities undertaken by the Group – from construction, property development to project management as well as customer experience journey.

ABOUT IVORY

Since its inception in 1999, the Group has always strived to live true to its tagline “Building a Better World for Our Future Generations”. The Group offers a range of property types including medium to high-end apartments, luxury condominiums, semi-detached houses and bungalows, boutique gated communities, retail and commercial units and has to date delivered over 5,000 of residential and commercial units to its valued customers. Gearing up for an exciting year, the Group is carrying its reputation as a trusted developer into the Klang Valley.

Listed on the Main Market of Bursa Securities since 28 July 2010, Ivory Properties Group Berhad’s track record is proven with the numerous awards it has bagged over the years. The number of awards the Group has won are testimonies of its achievements – with the latest addition of the Golden Eagle Awards 2019 added to the shelf amongst its ever growing collection of past awards such as, the StarProperty.my Awards 2019, StarProperty.my Awards 2018, Kwong Wah Yit Poh Dr. Sun Yat-sen Spirit Awards 2018, Sin Chew Business Excellence Awards 2018, Nanyang Siang Pau 95th Anniversary Outstanding Business Award 2018 and CSR Malaysia Awards 2018, to name a few.

The core businesses of the Group are:

(i) Property development - The Group’s real estate development process consist of all aspects of the real estate equation from site

acquisition, planning, architecture, design, marketing and sales.

(ii) Construction contract - Our services incorporate the activities such as project management, building construction, renovation,

interior design and property management.


OUR PURPOSE

Vision:

To be a premier real estate developer that enhances people’s quality of living and go beyond their dreams.

Mission:

To transform neighbourhoods by creating iconic projects and experiences. Our brand name will also be sustained and enhanced as a company that is at the forefront of urban lifestyle living.

OUR CORE VALUES

Integrity and Professionalism• Westrivetomaintainintegrityandhonestyinouractionsanddecisions• Wewillalwaysdoourbestfortheinterestofourstakeholders

Innovative and Design Driven • Weembracechangestostayrelevantintheconstantlychangingmarket• Wecelebrateoursuccessesbutarerelentlesslydissatisfied• Westriveforcontinuousimprovementandinnovation

Customer Centric• Weleverageourstrengthandcapabilitiesacrossourorganisationtodeliverthebestservicestoourcustomers

Excellence • Westriveforexcellenceineverythingwedo• Wehavethepassiontowinandremainhumble

Citizenship• Weholdourselvestobecontributingcitizensinourcommunity,whereweservecompassionatelyandlive

ethically

THE IVORY MODEL

Our business model is anchored in a long-term vision to enhance people’s quality of living. It is achieved by these three pillars:

• Focus• Differentiation• Verticalintegration

Focus

Our Group focuses on allocating capital in specific core sectors and geographical regions that have potential for growth. Our experience allows us to focus on core sectors such as premium residential and commercial sectors. As we see high rise and urbanisation as the future of living, we focus on developing and managing high rise developments in local urban areas that have high potential. These may include areas with public infrastructures and open spaces.

Differentiation

To enhance the quality of living, our Group’s value proposition is to create iconic projects where people can live, work and play within a community, and experience an urban lifestyle. All our investments in capabilities and assets are aimed to create different points of differentiation that would increase the value we are providing for our customers.



Vertical Integration

Vertical integration allows the Group to control every link in the value chain – from assembling land and designing to construction and marketing. It also fosters collaboration along the value chain, enabling processes and decision making to be agile.

SUSTAINABILITY STRATEGY

The Group is aware of the current market trend and seeks to operate its business with the aim of developing quality products that can best fulfil customer satisfactions and the changing demands. In responding to the rising needs to practice sustainability across all its business activities, the Group is mindful of every actions and decisions and their subsequent impacts. As well as ensuring we are delivering value to all our stakeholders, we strive to reduce impact on the environment, lead positive change in the communities where we have a presence and endeavour to be a force for good.

Ivory’s business model is operated by having the principle of sustainability in mind. The Group’s sustainability strategy was developed by considering the business strategy encompassing the economic, social and environmental dimensions in order to pave the way for sustained business growth.

We are determind to safeguard the Group’s future and to generate profitable growth in the long-run through far-reaching strategic decisions and initiatives. Essentially, these initiatives and progress are reviewed regularly to analyse the significance, suitability and measure the targeted achievement.

In financial year ended 31 March 2020 (“FY2020”), we have made progress in terms of customer satisfaction. Across the defect liability period for our City Residence project, we have managed defects via online appointments. This allowed us to engage with customers and respond quickly.

From an environmental stand point, we have recycled paper waste from the office and put the funds into charitable use.

From a social stand point, we have ensured initiatives are done internally (employees) and externally (community). For our employees, we have organised study trips to major cities in the world such as Hanoi, Dubai and Athens. Workplace counselling sessions have also been organised to provide support to our employees not only in terms of their career, but also their daily life. Taking advantage of Penang as a city with parks and hills, regular outdoor activities have also been organised for our employees.

In terms of our community, we have ensured that annual corporate social responsibility events are organised. With the recent Covid-19 pandemic, we have contributed by donating safety kits (face masks and hand sanitisers) to the community as well as our customers; food supply to the poor while supporting local businesses. We have also invested in drone technology that has helped government sectors to keep the community safe.

For financial year ending 31 March 2021 (“FY2021”), we have decided to take up eight (8) material issues. This is to ensure that we can make a bigger impact towards those matters that are important to our stakeholders. These material issues are climate change, waste disposal, product quality, customer satisfaction, supply chain, anti-corruption, health and safety, and employee management.

GOVERNANCE OF SUSTAINABILITY

A robust sustainability governance structure is in place in the Group to identify, drive and execute sustainability initiatives across the Group. The establishment of a Sustainability Governance panel is built on a three-tier structure involving the Board of Directors, Sustainability Steering Committee and Sustainability Sub-Working Groups. This enhances the confidence of our shareholders, business partners, and employees with a responsible management of sustainability on economic, environmental and societal aspects serve as the backbone of the operation; while risk management adds long-term value to the business plan.



SUSTAINABILITYSTEERING

COMMITTEE ECONOMY ENVIRONMENT SOCIAL

SUSTAINABILITYSUB-WORKING

GROUPS

BOARD OFDIRECTORS

Sustainability Structure Roles and Responsibility

Board of Directors The Board oversees the overall sustainability performance of the Group

Sustainability Steering Committee (“SSC”)

The SSC is chaired by an Executive Director to formulate sustainability policies and drive the sustainability efforts and initiatives while ensuring consistency with the Group’s Sustainability Strategy and Business Strategy

Sustainability Sub-Working Groups

Sustainability Sub-Working Groups are the sub-working groups of SSC established to carry out the following:(i) Set sustainability priorities and goals(ii) Develop and implement sustainability programmes (iii) Advise on sustainability opportunities and innovations (iv) Track, monitor and analyse sustainability metrics and measures(v) Address and manage challenges and constraints to the sustainability

initiatives(vi) Work on quality, health, safety and environmental issues of the Group

STAKEHOLDER ENGAGEMENT

Working in tandem with various stakeholder groups strengthens the Group’s ability to address sustainability issues. Through active and transparent lines of communication and engagement with the stakeholders, the Group is able to gauge and prepare for the changing expectations of its diverse stakeholder group and work towards positive development in the interests of all stakeholders.

Stakeholder Engagement Approach & Objectives

Customer- People who buy, lease and

occupy our projects

- Encourage customer interaction through face-to-face interaction such as roadshows and exhibitions

- Improve customer retention through quality workmanship and timely delivery of projects

- Enhance customer service and experience through Ivory VIP privilege programmes and appreciation events

- Increase customer satisfaction with prompt response to inquiries and complaints

- Procure database and conduct survey with regards to sustainability perceptions and priorities



Stakeholder Engagement Approach & Objectives

Employees- People who work directly

for Ivory

- Stimulate career development and progression through training, seminars and workshop

- Increase employee retention and loyalty by rewarding long service employees, organising study trips and employee privilege programmes

- Provide employee support intervention, fair compensation and workplace counselling to increase staff motivation

- Ensure workplace is healthy and safe by providing safety gears and conducting regular inspection

- Encourage volunteerism via community programmes (Ivorycares)

Suppliers/ Contractors/ Consultants - Companies who provide

goods, services- and materials as part of our

supply chain

- Implement common code of ethics and conduct- Conduct service and performance evaluation regularly- Carry out transparent work tender and award- Execute legal compliance contracts- Increase cost-saving practice- Conduct company background check

Regulators/ Statutory bodies- Legislative bodies and

authorities

- Active engagement with regulatory bodies- ISO certification- Compliance with regulatory requirements – Occupational Safety and

Health Act 1994 (Act 514), Emergency Response Team, Workplace Health and Safety Officers

- Public disclosure of our annual sustainability reports- Conduct regulatory compliance training - Manage security issues, public nuisance and waste management- Conduct lawful labour practices

Community - People who live around our

projects

- Develop awareness and understanding in the community we live in through community outreach and strategic partnership

- Provide financial support and donation in kind for local charity programmes and activities

Media partners/ Bankers- Companies that influence

Ivory’s public image

- Updates on financial result releases and corporate development material- Corporate announcements and project updates- Prompt and transparent communications- Maintaining good rapport during conferences and events

Non-governmental organisation- Independent bodies that

address social or political issue

- Provide support in terms of partnership - Conduct occasional meetings to discuss and share biodiversity and other

environmental concerns

Investors and other stakeholders- Those who have financial

investment in our business (security holders)

- Engagement by sharing expansion plans base on sustainable and responsible investment

- Presentation of short and long-term goals- Uphold business integrity, compliance and conduct - Holding investor focused presentations, meetings and discussions

MATERIAL MATTERS AND KEY AREAS

For FY2020, the Group established its sustainability goals to be achieved by FY2021 in order to provide an approach to operate sustainably, and to communicate the approach for all functions to follow. The goals cover economic, social and environmental aspects, to be able to respond to stakeholders’ expectations.



This year, the Group reassessed the list of material sustainability matters identified in FY2019, taking into consideration each matter’s level of impact, risk, influence on decision making and relevance in FY2020. Other key parameters taken into consideration for the reassessment were:

- Issues highlighted by the senior management; - GRI Standards; and- Sustainability matters prioritised by peer industry.

The Group initiated the materiality assessment survey among its stakeholders, including customers, employees, consultants, contractors and suppliers to collect insights in order to fine-tune its drive towards responsible growth.

MATERIAL FACTORS – ENVIRONMENTAL

1. Climate Change

Why it is important to us to reduce the environmental footprint of our operations

Climate change has the potential to significantly disrupt our business and the environment we operate in, causing the planet to become fragile. The Group’s construction works is conducted in a manner that minimises environmental impact in line with the motto, “Building a Better World for Our Future Generations.”

Our construction work methods are focused on maximising fuel, energy, water and other resources consumption as efficient as possible.

The survey concluded that out of 57 responses, 51% agreed that the Group’s current effort at managing its operations affecting climate change is acceptable.

How we are positioned to drive change

The Group has started to adopt rainwater harvesting system for its projects. The aim is to collect and store rainwater for use, independent from, or supplemental to the main water supply for usage in common areas. Our ongoing project, The Wave, will also carry this feature and this system is slated to be included in all upcoming developments.

SUSTAINABILITY MATERIALITY ASSESSMENT

Importance to Ivory

Imp

ort

ance

to

Sta

keho

lder

sLo

w

Low High

Hig

h

Health &Safety

ECONOMIC

ENVIRONMENT

SOCIALSupply Chain

EmployeeManagement

WasteDisposal

CustomerSatisfaction

Climate Change

ProductQuality

Anti - Corruption



Our progress to date

In FY2021, the Group will continue to work towards minimising environmental degradation in terms of its construction processes by reducing carbon footprint without compromising quality, and explore green designs that focus on the importance of biodiversity. Regular reviews, process improvements and quality control assessments are ensuring that the Group’s processes remain in compliance and are continually enhanced.

Target for 2021 Key initiatives to be implemented

To ensure at least two (2)deve lopment p ro jec ts a re considered green and efficient

• TomeetgreenstandardssuchasGBIorGreenREforatleasttwo(2)development projects

2. Waste Disposal

Why it is important to preserve natural resources

The construction industry relies on finite natural resources to build and develop buildings. These resources risk being depleted and we need to find sustainable solutions in order to secure a cleaner and greener tomorrow.

Based on the survey findings, 49% revealed that the Group’s effort in waste disposal management for its operation is commendable. In view of that, the Group is looking into new methods of waste disposal for its construction sites and in its corporate offices.


Since FY2020, the Group has been increasing its efforts on proper waste management during operations and promotes 3R practices (reduce, reuse and recycle).

The Group adopted internal initiative to send paper materials to registered contractor for recycling and proper disposal. Proceeds from the sales were channeled to its charitable arm, Ivorycares to carry out community programmes.


In FY2021, the Group will continue to spearhead green initiatives in its offices as well as on-site. As we position to scale up our operations, we also seek to increase the amount of waste being recycled as much as possible. It has plans to participate in more green initiatives within the Group as well as outreach programmes to educate the public on the right way of waste disposal.


To increase percentage of waste being recycled

• Schedulewastesdisposalbyregisteredcontractorstoapprovedpremisesof treatment and disposal facilities

• Ensuringconstructionanddomesticwastesaresegregatedforrecyclingbased on hazardous categories

MATERIAL FACTOR – ECONOMIC

3. Customer Satisfaction

Why it is important to go the extra mile for our customers

Customer satisfaction is the most integral part of the Group’s success. Stakeholders’ feedback is collected to review its performance in terms of customer service and product quality. The management will take into account customers’ preferences and expectations for frontline improvement and strengthening the Group’s brand name, “Ivory”, and upholding its reputation in the long term. A hotline was set up as a trial to test engagement with purchasers where our team was able to provide more immediate response to defects rectification. We identified ways to improve the system which can be implemented in the next project handover process.



The survey indicated that 58% of customers are satisfied with the products and services offered by the Group. The Group strives to offer its customers not only the best quality product but building long-term trust and commitment to ensure a continuous relationship.


Defects are important aspect in this industry and having products that are high quality is considered a must for customers. In its pursuit of providing the best possible experiences for customers, the Group took the initiative in FY2020 by introducing online appointments to manage defects. Apart from this initiative, the Group is also seeking to provide other exclusive lifestyle experiences for its customers.


In FY2021, the Group will focus on minimising defects incidents while improving the overall system to become fully digitalise to ensure a more seamless experience to gain higher customer satisfaction. The Group will also look into different initiatives that provide additional value and conveniences for its customers.


To reduce customer complaints by 50%

• Toincorporatesustainablematerialsandtechnologiesthatwillenhancethe customer’s experience and lifestyle

• Reducedefectrectificationtime• Improvedifferentcustomertouchpointssuchasrateofreplyandsales

gallery services• Introducedigitalinitiativesandcommunityexperiencesinnewprojects

to improve customers’ lives• Aftersalesservicessuchassecuritymonitoring

4. Supply Chain

Why it is important to have strong supplier network

In terms of supply chain, the Group will operate with integrity to establish a profound standard operating policies and procedures advocating the usage of sustainable materials. The Group’s brand name is subject to high quality standards that the Group also develops in cooperation with its suppliers.

In our survey findings, 61% of respondents agreed that the Group is on the right path in managing a sustainable supply chain. The Group has policies, procedures and best practices in place to deliver products and services of remarkable quality. Our construction works will include sustainable materials wherever they are cost-effective to offer the customers with reasonably priced products.


In FY2020, the Group has implemented a proper supplier management structure and handling process on a project basis. The process included improving the paperwork and reporting system.


In FY2021, the Group aims towards incorporating more sustainable building practices and materials for all development projects. Among the approaches are sourcing for local suppliers and sharing of knowledge with them, integrating sustainability criteria into tendering process and ensure that materials acquired are sustainable and of high quality.




To increase sustainable materials across the supply chain

• ImplementefforttoidentifyandadjusttheGroup’sprocurementpracticesthat can potentially cause or contribute to negative impacts in the supply chain

• Sourcingfromafewcapablelocalsuppliersandshareknowledgewiththem

• Acknowledginggoodsuppliers• Settingdeliverypricesinadvance• Integratingsustainabilitycriteriaintotenderingprocess• Selectingprojectstotestprefabrication

5. Anti-Corruption

Why it is important to maintain integrity

The Group is committed to good corporate governance and conducting business dealings with integrity. Practices of bribery and corruption of all forms are prohibited in the Group’s daily operations and the Group takes strong stance against such acts.

The survey results concurred that 59% agreed that the Group’s operating is in compliance with the anti-corruption practices.


In FY2020, the Group has implemented the Whistleblowing structure in its operations. The Group has also recently adopted the Anti-Bribery and Anti-Corruption Policy which will further safeguard its business operations.


In FY2021, the Group aims to achieve full compliance on the newly adopted policy and have zero corruption cases in the Group on an annual basis. The top management team is aware of the importance of always doing the true and right thing. Adhering to strict and transparent business conduct, each employee and person associated with the Group will be educated on the content and implications of the Anti-Bribery and Anti-Corruption Policy.


To achieve 100% compliance with the Anti-Bribery and Anti-Corruption Policy

• Toeducateandcollectsignaturesfromallemployeestoadheretothepolicy

• Formulatingaproperstructuretominimisechancesofcorruption

MATERIAL FACTOR – SOCIAL

6. Product Quality

Why it is important to maintain the standard of quality

Quality of products and services directly affect stakeholders, and customers in particular. The continuous improvement of product quality is the main goal of the Group’s quality assurance. To offer customers with the best products, the Group has established comprehensive quality assurance and management processes.

In the survey, 54% commended on the Group’s product quality. The Group often deploy a range of different quality measures to check compliance with quality standards, such as construction monitoring and defects checking before handing over of keys to the purchasers.




In FY2020, we have introduced an appointment booking system via WhatsApp for owners to file request for defects checking for City Residence at Tanjung Tokong. The defects team was able to attend to these request in a more prompt manner while each defect rectification request was recorded for quality improvement purposes for future projects.


In FY2021, the Group is targeting to minimise the number of defects to less than half of the total number of units in a project. The introduction of the WhatsApp booking system has garnered positive response from the home owners as a much convenient and preferred option. Plans are underway to devise a proper digital system to manage defects instead of the traditional method of filling in form. A Key Performance Indicator (“KPI”) system will also be introduced for the persons-in-charge who are handling the defects efficiently, apart from having regular quality control meetings.


To reduce defects submission by 50%

• Toadoptadigitaldefectsystemthatcanbeusedbybothpurchaser,contractor and developer

• AssignakeypersonandimplementKPIsystemtomonitorprojectquality• Ensuringaccountability and responsibilityof checkingandmanaging

defects during each construction stage

7. Health and Safety

Why it is important to take care of our employees and the communities like our family

The Group prioritises on maintaining a safe and healthy work environment for its workforce. The Group’s Health and Safety Policy goes beyond the requirements of the Occupational Safety and Health Act 1994 (“OSHA”) to ensure that all staff members work under safe conditions. The Group’s operations are governed by an internally established occupational safety, health and environmental management system, which is compliant with the international standards of ISO14001. The Group also believes in providing a comfortable and conducive working environment for its employees.

The result of the survey showed that 84% agreed that the Group is doing its part in ensuring the health and safety of its employees.

In FY2020, the Group adopted Covid-19 preventive measures in order to safeguard employees and visitors’ health. Counselling sessions are held to provide aid to staff members to help with physical, emotional and mental health issues to improve their sense of well-being, alleviate feelings of distress and resolve crises that may be affecting their job performance.

To safeguard the work environment, several safety measures are taken:

(i) Quarterly evaluation on workplace equipment and layout report by safety officers(ii) Notice and circulation to remind staff on proper workplace practices(iii) First-aid kits and fixture of emergency fire equipment at all floors(iv) Mandatory fire drills conducted annually to prepare staff for emergency evacuations(v) First-aid training for nominated safety officers represented by each department


In FY2020, the free workplace counselling session was made available for all employees for them to share their problems. Since FY2019, regular after-work exercise sessions were also organised for all employees to take part in [however, it was stopped since the Government introduced the Movement Control Order (“MCO”) in March 2020]. The Group has also donated a heavy duty and high technology drone to the Civil Defence Force that will greatly improve the efficiency in their rescue mission, therefore enhancing



the safety procedures of the community. Apart from these exercises, the Group has also donated food supply to the needy during the MCO period while safety kits consisting of a face mask and sanitiser spray were made available for all customers who sign up for viewing of show units.


In FY2021, the Group will focus on having zero injury and fatality in all its project sites, having put in place various measures and monitoring these measures regularly. The Group’s Safety and Health Committee will also hold regular discussion and constantly keep up to date with the industry’s best practices while putting them into implementation.


To achieve zero fatality and injury on-site

• Provideclearinstructionsandregularsafetytrainingforstaff• Conductregularsafetyassessmentandenforceobligatorysafetygears

at construction sites

8. Employee Management

Why it is important to build leaders

The Group’s employee benefit packages are reviewed from time to time to determine further improvements base on the Group’s performance. Besides the basic benefits such as annual leaves, medical coverage and other allowances, the Group also encourages self-development in its staff and rewards them with various opportunities that will enhance their skills. The Group projects an image that associate its brand name with environmental awareness, education and engagement through frequent seminars, trainings and study trips for its employees.

The survey has shown that 52% of the respondents commended the Group on its employee management skill. Among the factors contributing to the success of the Group is the workforce which is committed to achieving the Group’s goals and objectives.

The Group’s objectives are to create a motivated and engaging workforce that is capable of recognising opportunities and welcome new challenges. Through yearly performance review, employees are made known about their strengths and weakness as well as set new goals for the next year. The Group also provide rewarding and training programmes to upgrade employees’ skills, knowledge, and increase market exposure.


In FY2020, the Company has appointed a female Independent Non-Executive Director to sit on the Board, therefore placing emphasis on gender diversity. Also in the same year, the Group has rewarded eligible employees to participate in overseas study trips to Greece, Dubai and Vietnam.



The Group practices inclusivity regardless of race and religion when it comes to employment criterion. Employees are given equal opportunity and salary based on their experience, skills and productivity. Our goal is to produce employees who are the brightest and the best across the business.

Since inception, the Group has been presenting long-service awards to employees who have taken the Group to the next level over the years. These awards are given out on a 5-year, 10-year and 15-year basis. The Group is also actively granting internship programme to college and university students to help them gain industry experience.

OUR CURRENT WORKFORCE AT A GLANCE

Headcount

Board representation Female representation in management

Gender split269 35% 65%

1:5 40%

34%

RACE AGE

16%

63%

21%

49%

10%

7%Malay Under 30

Chinese 30-50

Indian Over 50

Others


In FY2021, the Group will strive towards introducing more comprehensive benefit package that will be rewarding to both the business and its employees.


To achieve at least 65% of commendation in the Group’s employee management skill

• Tocreateanemployeeengagementscore• Toimplementrecognitionandawards• To achieve amore balancedmale and female representation in

management positions • Rewardemployeesorteamswhosubmitconstructiveideaswhichare

adopted by the Group• Tointroduceflexibleworkingarrangements



Dear fellow shareholders,

The year 2019 proved to be another challenging year for Ivory Properties Group Berhad with the property market plagued by gloomy outlook amidst an anticipated global recession. The year 2020 began with an unprecedented global pandemic with the outbreak of COVID-19, which further tumbled the global economy and set a cautious mode on household spending and investment decisions despite various incentives provided by market players, the government and financial institutions to stimulate the property market. The current situation has turned the property market to a buyer-market, resulting in compressed margins and higher marketing costs.

Group’s business

Ivory Properties Group Berhad and its subsidiary companies (“the Group”) is principally involved in property development and construction and its related activities.

The property development division with a land bank (including joint venture development rights) of approximately 84 acres in Penang and Klang Valley comprises five (5) upcoming development projects, namely, The Millennium at Batu Uban, Penang, The Gardens at Batu Ferringhi, Penang, Crown Penang at Bandar Tanjong Pinang, Penang, Grand Connaught at Taman Connaught, Kuala Lumpur, Avenue 8 at Sungai Besi, Kuala Lumpur and 53.8 acres of land at Jesselton Hill, Penang which was disposed in 2015, pending fulfilment of conditions precedent set in the Sale and Purchase Agreement. With the exception of the land to be disposed of, these upcoming projects offer various range of product mix from resort homes and mid to high-end condominiums to commercial elements like service apartment/suites, hotel, retail space, office suites, and shop offices. These upcoming development projects, together with the on-going project at Penang Times Square (“PTS”), will be the main income drivers and growth catalyst of the Group for the next five (5) to seven (7) years.

FINANCIAL RESULTS AND FINANCIAL CONDITIONS

Business and Economic Conditions

The COVID-19 pandemic is inflicting high and rising human costs worldwide, and the necessary protection measures have severely impacted economic activity. The global economy is therefore projected to contract sharply to register negative growth in 2020.

Malaysia’s Movement Control Order (“MCO”), in the same way, has also dampened domestic economic activity. Malaysia’s Gross Domestic Product (“GDP”) for 2020 is projected to shrink around 3%, due to spill over from the global slowdown and the pandemic containment measures which have resulted in significant output losses. All Malaysians are braced to face a challenging year ahead.

LETTER TO SHAREHOLDERS AND MANAGEMENT DISCUSSION AND ANALYSIS


Group Financial Performance

The Group recorded a revenue and gross profit of RM62.5 million and RM16.7 million respectively for financial year ended 31 March 2020, representing a year-on-year decrease of 61% and 71% respectively from financial year ended 31 March 2019. The lower revenue for the year was due to slower construction activities at both Phase 3 of PTS and the sewerage treatment plant (“STP”) rationalisation work at Taman Connaught, Kuala Lumpur. The property development division and construction division contributed 83% and 17%, respectively of the total revenue.

The substantial reduction in revenue caused the Group a pre-tax losses of RM17.8 million despite various efforts from the management to reduce operating costs. The pre-tax losses were partly mitigated or cushioned by the following: • Loweradministrativeexpenses;• Higherotherincome;• Lowerfinancingcosts,partiallyduetoadoptionofnewamendmenttoMFRS123whereinterestcostisbeing

re-allocated and capitalised in inventories; and• Highercontributionsfromtheshareofprofitoftheequity-accountedjointventure(“JV”)company,fromaloss

of RM1.3 million to a profit of RM2.3 million. The Group recorded a net loss after tax of RM19.4 million compared to a profit of RM0.4 million a year ago. Despite being in a loss position, tax expenses were from the profit-making subsidiaries where group relief was not available and deferred tax asset was not recognised and reversed when future profits are not probable.

SHARE PERFORMANCE

Financial Year Ended 31 March

2020 (“FY2020”)


2019 (“FY2019”)


2018 (“FY2018”)


2017 (“FY2017”)


2016 (“FY2016”)

Year high (RM) 0.215 0.375 0.595 0.620 0.480

Year low (RM) 0.115 0.195 0.270 0.350 0.315

Year close (RM) 0.115 0.200 0.270 0.570 0.360

Trading volume 80,951,500 47,743,700 81,619,100 204,911,000 60,996,200

Market Capitalisation (RM) 58,809,567 98,015,946 132,321,527 279,345,446 160,389,730



Review of Operations

FY2020 ended with a halt in construction and the closure of sales galleries and show units amidst the country’s unprecedented lockdown and MCO due to COVID-19. The Group’s performance ended on a flat note without much surprise.

No new project was launched during the financial year while the Group focused on completing the current on-going development project and construction at PTS phase 3 and the STP rationalisation works at Taman Connaught, Kuala Lumpur.

PTS phase 3 has reached approximately 81% completion and is expected to deliver vacant possession to owners by the third quarter of 2021. On completion, the 4-storey commercial podium, together with existing commercial spaces at PTS phases 1 & 2 totalling about 1,714,265 square feet, will be one of the largest shopping malls in Penang; while the 312 units in 32-storey single block of The Wave Service Suites will be one of the tallest buildings in George Town, complementing the demand for serviced suites within the brand new PTS.

Riding on the government’s initiatives to assist homeowners under the Home Ownership Campaign 2019 (“HOC”) where stamp duty exemptions were given for residential properties sold during the period from 1 January 2019 to 31 December 2019, the Group managed to sell a total of 30 units completed properties worth RM9.4 million during the financial year, bringing the completed properties inventory value down by 16% to RM61.5 million compared to RM73.0 million at the beginning of the financial year. City Residence and Plaza Ivory retail spaces made up the bulk of the sales. The Group continues to leverage on the benefits of digital marketing on various social media platforms to increase brand awareness during the financial year. The Group also participated in a number of sizeable roadshows, property exhibitions and events to enforce its presence in Penang property market. Concerted marketing initiatives will continue to unlock the remaining inventories of the Group.

For long-term growth, the Group had on 11 November 2019 and 29 June 2020, entered into three (3) conditional Sale and Purchase Agreements (“SPA”) for the acquisition of three parcels of land. The first Sale and Purchase Agreement was to purchase 2 acres of freehold land at Bandar Tanjong Pinang, Penang and the latter to acquire 4.89 acres of two adjoining freehold land, directly opposite Queensbay Mall at Bayan Lepas, Penang. These lands are strategically located in a well-established affluent neighbourhood of Persiaran Bayan Indah. Meanwhile, the Group is focusing its resources on planning for new projects for launching, scheduled from the first quarter of 2021 onwards. The design and planning team has been working with consultants to design and shape the projects to achieve optimal efficiency between the selling price and costs while the Sales and Marketing department, under the supervision of our Group Chief Executive Officer, has been crafting marketing strategies that best suit the current challenging situation.

Taking into consideration all the negative impacts of a generally sluggish economy, the Group is preparing for the worst by streamlining internal operations to keep the overheads at a manageable level. The management is also continuously reviewing strategic partnership agreements to explore opportunities for more strategic alliances, exploring opportunities to leverage on cashflow and pursuing investment prospects for the long-term growth of the Group. The SPA and Supplemental Agreement to the SPA entered into by Sunlink Properties Sdn. Bhd (“SPSB”), a wholly-owned subsidiary of the Company, to acquire 64 acres of leasehold land in Sitiawan, Perak have been rescinded by a notice (“Notice”) served to the Vendor on 9 June 2020.

Pursuant to the Notice, SPSB has demanded from the Vendor the refund of a total sum of RM42,674,007.36 paid under the SPA together with agreed liquidated damages of RM13,385,813.75.



Segmental Financial Performance

(i) Property Development Division

Property development continues to be the key driver in both revenue and operating profit, accounting for 83% of the Group’s total revenue. Total revenue generated from the property division decreased by 66% from RM151.20 million recorded in financial year ended 31 March 2019 (“FY2019”) to RM52.0 million for the current financial year. 78% or RM40.4 million of the revenue was contributed by ongoing project, The Wave and Commercial at PTS phase 3, 18% from sales of completed properties and the remaining 4% from property management activities. PTS phase 3 is close to completion with Certificate of Completion and Compliance (“CCC”) targeted to be obtained by the third quarter of 2021. The sales of completed properties mainly came from City Residence, Plaza Ivory, and low medium cost apartment at Desa Indah, Relau, Penang.

Total net profit contributed from the joint venture company under equity accounting was RM2.3 million up to

the date of completion of the Shares Sale Agreement on 13 November 2019 compared to a shared net loss of RM1.3 million reported in FY2019.

Phase 4 of PTS, comprising hotel/service suites on top of a 3-storey commercial podium, was sold to an en bloc purchaser (“Purchaser”) in 2016. However, at the request of the Purchaser, construction work was put on hold to enable the Purchaser to resolve their finances. No profit was recognised in the accounts and the 10% deposit paid by the Purchaser amounting to RM40.6 million was reflected as contract liabilities in the financial position of the Group.

The deferred revenue is expected to contribute positively to the earnings of the Group in the next three years

after the en bloc purchaser resolves its finances and when collections are evidenced by progressive claims in accordance with schedule of billing.

The division’s future performance is supported by an unbilled sale of RM450 million from PTS phase 3 and phase 4.

(ii) Construction Division

The construction division focused on in-house jobs to complete PTS phase 3 where revenue was eliminated at Group level. Additionally, work done on STP rationalisation during the financial year amounted to RM10.6 million.

The division’s future performance is supported by its balance order book of RM35.3 million as of the year end.

(iii) Investment Holding Division

Income stream from the investment holding division comprises dividend income received from subsidiary companies which was eliminated at Group level. The share of profits from the joint venture operations of Penang World City project at Bayan Lepas, Penang was recorded as income from property development division.

On 1 November 2019, Ivory Utilities Sdn Bhd, a wholly-owned subsidiary of the Company, entered into a Shares Sale Agreement (“SSA”) to dispose 45% of its equity shareholdings in Tropicana Ivory Sdn Bhd for RM56.1 million cash to Hemat Tuah Sdn Bhd. The SSA was completed on 13 November 2019 and the disposal has not only unlocked the investment but also eliminated the joint venture (“JV”) company’s requirement for cash injections.



CONSOLIDATED STATEMENT OF FINANCIAL POSITION

FY2020RM’000

FY2019RM’000

Variance RM’000

Non-current Assets 59,053 102,661 (43,608)

Current Assets 667,849 586,495 81,354

Total Assets 726,902 689,156 37,746

Non-current Liabilities 38,088 43,068 (4,980)

Current Liabilities 295,133 233,033 62,100

Total Liabilities 333,221 276,101 57,120

Owners’ Equity 393,962 413,327 (19,365)

Total Equity 393,681 413,055 (19,374)

Current Ratio (times) 2.26 2.52 (0.26)

Net Assets Per Share Attributable to Equity Holders 0.80 0.84 (0.04)

Impacted by the gloomy economy, collections from customers have been challenging. After due assessment of expected credit loss of all assets, the Group maintained a healthy financial position with the current ratio of 2.26 times. Total assets increased 6% year-on-year to RM726.9 million caused by an increase in property development costs partially offset by the disposal of investment in the JV company of RM38.1 million. Owners’ equity slipped by 5% to RM394.0 million consumed by net losses for the year under review and net assets per share slipped by 5% to RM0.80 per share correspondingly.

CAPITAL ExPENDITURE

The Group spent RM0.9 million for capital expenditure in FY2020 (FY2019: RM4.2 million) where 43% was for setting up sales office cum sales gallery, in preparation for new projects launching.

Current working capital

FY2020RM’000

FY2019RM’000

Current Assets

Inventories 407,493 265,442

Contract assets 6,665 43,496

Contract costs 3,755 5,389

Trade and other receivables 219,837 200,005

Current tax assets 2,075 2,885

Short-term investment 17,408 48,251

Cash and cash equivalent 10,616 21,027

667,849 586,495

Current Liabilities

Loan and borrowings 48,929 87,638

Lease liabilities 115 -

Trade and other payables 184,109 101,238

Contract liabilities 61,793 40,587

Current tax liablities 187 3,570

295,133 233,033

Working Capital 372,716 353,462

Current Ratio (times) 2.26 2.52



The Group’s working capital increased by RM19.2 million, or 5%, from RM353.5 million a year ago to RM372.7 million as of 31 March 2020. With current ratio of 2.26 times, the Group maintains a healthy working capital.However, the current market conditions could slow down collections and the Group needs to constantly monitor and manage its trade receivables to ensure sufficient cash flows to support its obligations to suppliers, employees and the relevant authorities.

STATEMENT OF CASH FLOWS

CONSOLIDATED CASH FLOW ANALYSIS

FY2020RM’000

FY2019RM’000

Net Cash used in Operating Activities (27,680) (69,282)

Net Cash from Investing Activities 68,788 102,930

Net Cash Used in Financing Activities (51,949) (34,301)

Net Decrease in Cash and Cash Equivalents (10,841) (653)

Cash and Cash Equivalents at Beginning of Year 20,504 21,157

Cash and Cash Equivalents at End of Year 9,663 20,504

Operating Activities

Cash used in operating activities was RM27.7 million in FY2020 compared to RM69.3 million in FY2019, owing to losses during the year under review and utilisation of funds for working capital purposes. Changes in assets and liabilities decreased operating cash flows during the year under review due to slower collections and additional payments made under the JV arrangement.

Investing Activities

Cash provided by investing activities was RM68.8 million compared to RM102.9 million generated in the preceding year. The surplus cash was made from the disposal of investment in the JV company, together with a higher withdrawal of short-term investment and lower placement of deposit.

Financing Activities

Net cash used in financing activities during the year under review amounted to RM51.9 million compared to RM34.3 million in the preceding year. Financing activities include scheduled payments under finance lease, payments made against term loan, revolving credits and bridging loan facility including the interest paid under such obligations.

Gathering from the above, total cash and cash equivalents was at RM9.7 million as of 31 March 2020, a reduction of RM10.8 million from the preceding year’s balance of RM20.5 million. The Group believes that its cash and cash equivalents and borrowing capacity will provide adequate liquidity to meet its ordinary operating requirements and to fund its obligations for at least the next twelve (12) months.

DIVIDENDS

No dividend has been declared for the financial year under review.



CAPITAL STRUCTURE AND CAPITAL MANAGEMENT

FY2020RM’000

FY2019RM’000

Shareholders’ Fund 393,962 413,327

Total Borrowings/Debt 84,160 127,942

Less: Cash & Cash Equivalents 10,616 21,027

Net Debt 73,544 106,915

Debt-to-equity (times) 0.21 0.31

Net Debt-to-equity (times) 0.19 0.26

The Group’s total borrowings decreased by 34% from RM127.9 million reported a year ago to RM84.2 million. Non-current borrowings formed 42% or RM35.2 million of the total borrowings, of which 36% is due for repayment after two (2) years.

Therefore, the debt-to-equity ratio decreased from 0.31 times a year ago to 0.21 times in the current year and provided room for further leveraging for new projects. The Group will continue to focus on improving its working capital management and optimising its capital structure.

FINANCIAL HIGHLIGHTS

Group Five-Year Financial Highlights

As per Respective Years' Audited Financial Statements

Year Ended FY2020 FY2019 FY2018 FY2017 FY2016

Financial Results RM’000

Revenue 62,522 160,558 238,073 372,851 423,007

Gross Profit 16,650 56,803 61,241 42,401 68,075

(Loss)/Profit Before Tax (17,848) 8,048 21,059 12,404 17,750

(Loss)/Profit Attributable to owners of the Company

(19,365) 468 13,447 9,159 10,543

Financial Position RM’000

Total cash and cash equivalents 10,616 21,027 21,157 57,909 52,776

Total assets 726,902 689,156 712,345 802,255 919,303

Total borrowings 84,160 127,942 138,507 169,363 252,082

Total net tangible assets 389,995 409,369 424,648 444,526 413,089

Share Capital 226,440 226,440 226,440 226,440 204,164

Equity Attributable to owners of the Company 393,962 413,327 428,587 444,777 413,342

Financial Ratio

Basic/(loss) earnings per share (sen) (3.95) 0.10 2.74 1.92 2.37

Dividend Per Share (sen) - 2.5 - - -

Net assets per share attributable to owners of the Company (RM) 0.80 0.84 0.87 0.91

0.93

Return on equity (%) (4.92) 0.11 3.14 2.06 2.52%

Debt-to-equity ratio (times) 0.21 0.31 0.32 0.38 0.61

Dividend pay-out ratio (%) - 27 - - -



GROUP FY2020 SUMMARY

Financial Quarter Ended

31.03.2020 (“4Q”)


31.12.2019 (“3Q”)


30.09.2019 (“2Q”)


30.06.2019 (“1Q”)

RM’000

Revenue 23,440 2,114 13,478 23,490

(Loss)/Profit before tax (10,574) 954 (4,208) (4,020)

(Loss)/Profit attributable to owners of the Company (12,573) 920 (3,214) (4,498)

Paid-up capital 226,440 226,440 226,440 226,440

Equity attributable to owners of the Company 393,962 406,535 405,615 408,829

Total assets 727,202 629,320 638,567 648,754

Total net tangible assets 389,995 402,569 401,649 404,867

Basic/(loss) earnings per share (sen) (2.57) 0.19 (0.66) (0.92)

Net assets per share attributable to owners of the Company (RM) 0.80 0.83 0.83 0.83

FY2020

Revenue (RM’000)

(Loss)/Profit Before Tax (RM’000)

(Loss)/Profit Attributable to the Owners of the

Company(RM’ 000)

Equity Attributable to the Owners of the Company

(RM’ 000)

62,522 (17,848) (19,365) 393,962

1. FY2020 62,522 1. FY2020 (17,848) 1. FY2020 (19,365) 1. FY2020 393,962

2. FY2019 160,558 2. FY2019 8,048 2. FY2019 468 2. FY2019 413,327

3. FY2018 238,073 3. FY2018 21,059 3. FY2018 13,447 3. FY2018 428,587

4. FY2017 372,851 4. FY2017 12,404 4. FY2017 9,159 4. FY2017 444,777

5. FY2016 423,007 5. FY2016 17,750 5. FY2016 10,543 5. FY2016 413,342

423,

007

372,

851

238,

073

160,

558

62,5

22

2016 2017 2018 2019 2020

413,

342

444,

777

428,

587

413,

327

393,

962

2016 2017 2018 2019 2020 2016 2017 2018 2019 2020

17,7

50

12,4

04

21,0

59

8,04

8

(17,

848)

2016 2017 2018 2019 2020

10,5

43

9,15

9

13,4

47

468

(19,

365)

RM’000 RM’000 RM’000 RM’000



VALUE ADDED STATEMENT

Value added statement shows the total wealth created by the Group and its distribution to various stakeholders, with balance retained in the Group for reinvestment and future growth.

FY2020RM’000

FY2019RM’000

Value added:

Total Revenue 62,522 160,558

Purchase of goods and services (65,013) (107,068)

Other income 11,850 11,500

Share of results in associate (16) (14)

Share of results in joint ventures 2,296 (1,325)

Total Value Added for Distribution 11,639 63,651

Value Distributed:

Employees

Salaries & other staff costs 20,144 27,822

Government

Corporate taxation & real property gains tax 1,526 7,599

Providers of capital

Dividend - 12,252

Finance costs 5,067 10,404

Non-controlling interest (9) (19)

Reinvestment and growth

Depreciation & amortisation 4,276 5,125

Retained profits (19,365) 468

Total Distributed 11,639 63,651

Reconciliation:

Profit for the year (19,365) 468

Add: Depreciation & amortisation 4,276 5,125

Finance costs 5,067 10,404

Salaries & other staff costs 20,144 27,822

Taxation 1,526 7,599

Dividend - 12,252

Non-controlling interests (9) (19)

Total Value Added 11,639 63,651

RISK MANAGEMENT

As the Group moves forward, it recognises its vulnerability to some key anticipated risks that may have a material effect on operations. The Board is committed to put in place sound risk management policies to identify, manage, monitor, and mitigate the risks. Enterprise Risk Management (“ERM”) is carried out every year to plan, organise, lead, and control the activities of the Group in order to minimise the effects of risk on the Group’s capital and earnings.



The main risk factors identified and initiative taken to mitigate its impact on the Group’s performance are as follows:

(i) Liquidity risks

Liquidity risk is the risk that a business will not be able have insufficient funds to meet its financial commitments on time. The Group acknowledges that in the current market conditions, liquidity risks are to be carefully managed and monitored.

The Group exercises close monitoring and control of liabilities so as not to drain cash flow unnecessarily and

maintain sufficient cash to meet short term commitments. Financial policies and credit risk management are always subject to constant review and assessment to ensure the effectiveness of the monitoring process.

(ii) Credit Risk and high Customer concentration Risk

Credit risk is the risk of loss associated with the counter party’s inability to fulfil its payment obligations. For financial assets, it is typically the gross carrying amount, net of any amounts offset, and any impairment losses. High customers concentration risk is the risk of having a few major customers that account for more than 10% of the Group’s total turnover for the year. High customer concentration risk exerts downward pricing pressure and escalating credit risk, which will affect the cash flow of the Group if the major customers are not paying timely. The Group takes various initiatives to enhance its relationship with these major customers and establish partnering on possible area of collaboration while at the same time working hard to increase its customer base.

Though highly concentrated, the contracts signed with the major customers are long term until the completion of the project.

(iii) Acquisition and investment risks

Acquisition and investment risks are risks which are associated with any investment decision. The final returns from the investment depend on a spectrum of unknown factors. Planning or approval risk, duration risk, joint venture partner risk (the risk that a partner in the project cannot meet its obligations or disagrees on the way forward) are some of the risks that change according to market circumstances. The Group has set up a feasibility study working group to study and review the viability of each potential investment and proposal, and senior management places concerted efforts together with legal advisors to carefully craft quality contracts in mitigating any foreseeable risks.

(iv) Financial risks

The Group is fully aware that it is a challenge to secure new financing facilities or to renew its financing facilities when they fall due. The restrictive covenants associated with borrowings may also limit or otherwise materially and adversely affect the Group. Maintaining strong financial performance, diversifying income sources and limiting borrowings are some of the measures to mitigate financial risk of the Group.

(v) Market Risk

The Group’s revenue and profitability were exposed to the risk of uncertainties arising from global and local economic conditions and the challenging property market. Recognising this, the Group embraces changes and strive for continuous innovation to create differentiation and remain relevant in the marketplace.



FORWARD-LOOKING STATEMENT

Malaysia’s Gross Domestic Product (“GDP”) expanded 4.3% from a year ago, the weakest since the global financial crisis a decade ago. In end of March 2020, the World Bank has lowered its GDP target for Malaysia to -0.1% in 2020 from the previous target of 4.5%, against a backdrop of growing uncertainties over the duration and overall impact of the Covid-19 pandemic. There are evidenced concerns over the speed of recoverability of small medium enterprises which is the main driver of domestic economy after the impact of Covid-19 pandemic which led to a close to three-month suspension of business activities.

This will definitely dampen the demand for property. The Group hopes that with the support of Central Bank’s monetary policy and government’s stimulus plans to address the adverse impact from the Covid-19 pandemic, the property market will find its holding point to produce a healthy growth rate gradually.

Acknowledging a weak financial economy with shrinking private consumption, and gloomy global and domestic economic outlook, the Group is understandably cautious towards new projects launches and business ventures while maintaining and ensuring long-term sustainable performance.

APPRECIATION

I would like to express my sincere appreciation to our shareholders, valued customers, business partners, associates, government departments and agencies, vendors, suppliers, and all stakeholders, for their continued trust, unwavering support, and confidence in the Group. A special thanks to the senior management and staff for their strong commitment, hard work, and dedication in helping the Group to sustain its business agenda. Last but not least, I would like to thank my fellow Board members for their valuable guidance and contribution to the Group.

Dato’ Low Eng HockChief Executive Officer



Dr. Asairinachan @ Aravinachan A/L Kunjamboo (“Dr. Asairinachan”) was appointed as our Company’s Chairman on 8 February 2013. Dr. Asairinachan is also a Member of our Audit and Risk Management Committee.

Graduated with Bachelor of Science Honours Degree from Universiti Sains Malaysia in 1972, Dr. Asairinachan also holds a Master of Science from Imperial College, London and a Doctor of Business Administration from the University of South Australia. His other academic credentials include postgraduate qualifications in Management (Diploma from Malaysian Institute of Management) and Accounting and Finance (Certified Diploma from ACCA).

Dr. Asairinachan is an Environmental Consultant by profession with over 40 years of extensive experience. He started his career with Dewan Bandaraya Kuala Lumpur (“DBKL”) in 1972 and served DBKL for 22 years, as head of operations in the sewerage department. He joined Indah Water Konsortium Sdn Bhd in 1994 as a Senior Manager and served in various capacities before being appointed as Executive Director responsible for Operations and Engineering services. He stepped down from the position in 2000 and currently manages a company which provides consultancy and training services in waste water management.

Dr. Asairinachan does not have any conflict of interest with our Company and he has no family relationship with any Director and/or major shareholder of our Company. Other than our Company, Dr. Asairinachan does not hold any directorship in public companies and public listed companies. He has no conviction for any offences within the past five years and does not have any public sanction or penalty imposed by the relevant bodies during the financial year ended 31 March 2020.

DR ASAIRINACHAN @ ARAVINACHAN A/L KUNJAMBOO

Chairman / Independent Non-Executive Director

Age Gender Nationality

72 Male Malaysian

Date of Appointment as a Director

12 March 2010

Dato’ Low Eng Hock (“Dato’ Low”) was appointed as the Group Chief Executive Officer (“CEO”) of our Company on 12 March 2010. Dato’ Low also sits in our Remuneration Committee.

Dato’ Low has immeasurable experience in property development, building and construction industries. As founder and Group CEO, he is instrumental in charting the growth, development and success of our Group. He oversees all operations and business activities of our Group to ensure that they achieve the desired results and consistent with the Group’s direction.

Dato’ Low graduated with a Bachelor Degree in Engineering with Distinction from Concordia University, Montreal, Canada in 1985. He is also a member of the Institution of Engineers, Malaysia. His foray into the industry started with a civil engineering contracting company where he took charge of several reputable and large scale infrastructure projects, all of which were completed successfully. Dato’ Low’s career in property development began from his participation in the RM500 Million Penang Gold Coast mixed development project adjacent to Queensbay, Penang in 1996.

Under the leadership of Dato’ Low, Ivory Associates Sdn. Bhd., the first company in our Group was formed in 1999. Since then, under his progressive vision, pragmatic approach and proven leadership, our Group has grown into an established and major property developer in Malaysia.

Dato’ Low does not have any conflict of interest with our Company. Other than Mr. Ooi Choi Kiat (“Mr Ooi”), who is his brother in-law and Mr. Low Wei Shane who is his son, Dato’ Low has no other family relationship with any Director and/or major shareholder of our Company. Other than our Company, Dato’ Low does not hold any directorship in public companies and public listed companies. He has no conviction for any offences within the past five years and does not have any public sanction or penalty imposed by the relevant bodies during the financial year ended 31 March 2020.

DATO’ LOW ENG HOCKGroup Chief Executive Officer


57 Male Malaysian


12 March 2010

BOARD OF DIRECTORS46IVORY PROPERTIES GROUP BERHAD Registration No.: 200401034702 (673211-M)

Mr. Low Wei Shane (“Mr Low”) graduated with a Bachelor of Planning (Hons) degree from the University of New South Wales, Australia in 2015. He went on to obtain his Master of Property and Development degree from the same university in the following year. In 2018, he graduated with a Master of Business Administration degree from the Australian Graduate School of Management at UNSW Business School and London Business School.

He joined our Company as a Development Director in May 2018. He is responsible for overseeing the day-to-day development process of the Group’s projects, which includes town planning, feasibility studies, project management and land acquisitions. He gained work experiences in town planning through his attachment with our Company between 2011 and 2016.

Mr. Low does not have any conflict of interest with our Company. He is the son of our Group CEO, Dato’ Low and nephew of Mr. Ooi who is a Non-Independent Non-Executive Director of our Company. Other than Dato’ Low and Mr. Ooi, Mr. Low has no other family relationship with any Director and/or major shareholder of our Company.

Mr. Low does not hold any directorship in public companies and public listed companies other than our Company. He has no conviction for any offences within the past five years and does not have any public sanction or penalty imposed by the relevant bodies during the financial year ended 31 March 2020.

LOW WEI SHANEExecutive Director


28 Male Malaysian


3 September 2018

BOARD OF DIRECTORS

Mdm. Tan Soo Mooi (“Mdm. Tan”) is the Chairman of our Audit and Risk Management Committee and a member of our Nominating and Remuneration Committees. She was appointed to the said positions on 16 October 2019.

Mdm. Tan graduated from University of Malaya with Bachelor Degree in Accounting (Honour) and obtained professional accounting qualification from Malaysian Institute of Certified Public Accountants. She is a Chartered Accountant registered with Malaysia Institute of Accountants. Mdm. Tan started her career as an Auditor in 1992 where she gained audit experiences in trading, manufacturing and stockbroking industries. After two years as an Auditor, she then switched her career path to commercial industries by joining subsidiary companies of public listed companies as an Accountant from 1994 to 1998. Mdm. Tan subsequently joined a multinational corporation in 1998 as Deputy Finance Manager before being promoted as its Group Financial Controller, a position she assumed until her leaving in 2017. Mdm. Tan also sat on the Board of group of companies in Malaysia and Thailand since 2011. Her job responsibilities in the commercial industries were primarily in the fields of accounting, finance, taxation, internal control, corporate governance, purchasing and administration. Presently Mdm. Tan works as an independent financial consultant.

Mdm. Tan also sits on the Board of Muar Ban Lee Group Berhad and Tek Seng Holdings Berhad which are companies listed on Bursa Malaysia Securities Berhad, as their Independent Non-Executive Director.

Mdm. Tan does not have any conflict of interest with our Company and she has no family relationship with any Director and/or major shareholder of our Company. She has no conviction for any offences within the past five years and does not have any public sanction or penalty imposed by the relevant bodies during the financial year ended 31 March 2020.

TAN SOO MOOIIndependent Non-Executive Director


53 Female Malaysian


16 October 2019


Mr. Ooi Choi Kiat (“Mr. Ooi”) is a member of our Nominating Committee. Mr. Ooi graduated in 1983 with a Bachelor of Housing, Building and Planning from Universiti Sains Malaysia, Penang. Following his graduation, he began working with a construction company as a Project Manager. In 1989, he left the Company to establish a building contractor company which he manages till today. Mr. Ooi has extensive experience in infrastructure projects including highway and bridge construction, earthworks, waterworks and telecommunications facilities mainly in the Klang Valley.

Mr. Ooi does not have any conflict of interest with our Company. Other than Dato’ Low, who is his brother in-law and Mr. Low who is his nephew, Mr. Ooi has no family relationship with any Director and/or major shareholder of our Company.

Other than our Company, Mr. Ooi does not hold any directorship in public companies and public listed companies. He has no conviction for any offences within the past five years and does not have any public sanction or penalty imposed by the relevant bodies during the financial year ended 31 March 2020.

OOI CHOI KIATNon-Independent Non-Executive Director


63 Male Malaysian


12 March 2010

Mr. Lim Hock Siu (“Mr. Lim”) is the Chairman of our Nominating and Remuneration Committees and a member of our Audit and Risk Management Committee.

Mr. Lim started his career in 1978 with Syarikat Soon Theam (now known as Kenanga Investment Bank Berhad). He later joined Expandite Sdn Bhd (“Expandite”), a global company involved in the supply of specialty chemicals to the construction industry.

Following the merger of Expandite with Fosroc Sdn Bhd, a world leader in the delivery of tailored construction solutions for construction projects, Mr. Lim served in several capacities and seniority before assuming the position of Regional Sales Manager of the merged company, Fosroc Expandite Sdn Bhd (“Fosroc Expandite”) in 2004. Mr. Lim was promoted to Northern Region Branch Manager of Fosroc Expandite and held the position until his leaving in 2009. Today, Mr. Lim manages an established private company which supplies specialty chemicals to the construction industry.

Mr. Lim does not have any conflict of interest with our Company and he has no family relationship with any Director and/or major shareholder of our Company. Other than our Company, Mr. Lim does not hold any directorship in public companies and public listed companies. He has no conviction for any offences within the past five years and does not have any public sanction or penalty imposed by the relevant bodies during the financial year ended 31 March 2020.

LIM HOCK SIUIndependent Non-Executive Director


64 Male Malaysian


12 March 2010

BOARD OF DIRECTORS


Mr. Lee Chin Aik (“Mr Lee”) joined our Group in June 2011 as Financial Controller, and was later promoted to the position of Chief Financial Officer in September 2011, before assuming his position as Personal Assistant on 1 May 2013. Mr. Lee was an Executive Director of our Company between April 2017 and March 2018. Currently, Mr. Lee is holding the position of Senior Personal Assistant to Group Chief Executive Officer (“CEO”).

A Chartered Accountant of Malaysian Institute of Accountant since 1999, Mr. Lee graduated with a Bachelor of Accountancy from Universiti Utara Malaysia. He started his career with a reputable international accounting firm in 1995. In June 2000, he joined a property development company listed on Bursa Malaysia Securities Berhad as its Group Accountant and was subsequently promoted to Financial Controller. After 6 years with the Company, he moved on to join a veteran shipbuilding company, as its Financial Controller cum Director to manage its financial matters and operations management before joining our Group.

Mr. Lee does not have any conflict of interest with our Company and he has no family relationship with any Director and/or major shareholder of our Company. Mr. Lee does not hold any directorship in public companies and public listed companies. He has no conviction for any offences within the past five years and does not have any public sanction or penalty imposed by the relevant bodies during the financial year ended 31 March 2020.

LEE CHIN AIKSenior Personal Assistant to

Group Chief Executive Officer

KEY SENIOR MANAGEMENT


50 Male Malaysian

Ms. Ju Siew Lee (“Ms Ju”) joined our Group as Group Financial Controller in September 2015 and was promoted to her current position on 1 February 2016.

A Chartered Accountant and as head of the Finance Department, Ms. Ju is responsible for our Group’s financial and management reporting, treasury function, tax and corporate finance including corporate restructuring exercises.

Ms. Ju is a qualified Management Accountant of The Chartered Institute of Management Accountants, United Kingdom and a Chartered Accountant of the Malaysian Institute of Accountants. She has extensive working experiences in accounting, finance, and corporate finance through her attachment to accounting and auditing firm in Singapore and as the Group Financial Controller of Malton Berhad, prior to joining our Group.

Having immeasurable experience in property development companies, she brought with her a robust knowledge of the industry to our Group.

Ms. Ju does not have any conflict of interest with our Company and she has no family relationship with any Director and/or major shareholder of our Company. Ms. Ju does not hold any directorship in public companies and public listed companies. She has no conviction for any offences within the past five years and does not have any public sanction or penalty imposed by the relevant bodies during the financial year ended 31 March 2020.

JU SIEW LEEChief Financial Officer


50 Female Malaysian


Mr. Chan Keng Hung (“Mr Chan”) joined our Group in his current position on 3 April 2017 to assist the Group CEO in business development. The role comprises initiating and assessing development opportunities for the Group, coordinating across departments to formulate planning strategies for new development projects and overseeing implementation of these strategies.

Mr. Chan is a Chartered Accountant of the Chartered Accountants Australia New Zealand and Malaysia Institute of Accountants. He graduated with Bachelor of Commerce and Administration from Victoria University of Wellington, New Zealand.

He started his career in 1995 in the audit division of an esteemed international accounting firm and moved to its corporate advisory division in 1997. For career advancement, he left the firm to join a public listed company (“PLC”) as Personal Assistant to Group CEO in 2005 to spearhead new business development. Following retirement of the Group CEO from the PLC, Mr. Chan joined him to restructure a retail business at the Malaysia-Thai border. In 2009, he joined a property development company involved in the city waterfront property development in Kota Kinabalu as Personal Assistant to its Group CEO. He was responsible for multi-discipline assignments involved in property development, leasing, tourism and green building fields before he left the company to join our Group in 2017.

Mr. Chan has vast experience in business restructuring and project management for various business disciplines which will bring new perspectives to maintain the Group’s innovative edge as the main driving force for future earning’s growth.

Mr. Chan does not have any conflict of interest with our Company and he has no family relationship with any Director and/or major shareholder of our Company. He does not hold any directorship in public companies and public listed companies. He has no conviction for any offences within the past five years and does not have any public sanction or penalty imposed by the relevant bodies during the financial year ended 31 March 2020.

CHAN KENG HUNGPersonal Assistant to Group Chief

Executive Officer (Business Development)


48 Male Malaysian

Dr. Yeong Siew Yan (“Dr. Yeong”) joined our Group in 2004 as Assistant Project Planner and was promoted to Project Planner in the following year to monitor and follow up on authorities’ approvals. In 2007, he was promoted to Assistant Manager of our Development Planning Department and thereafter to Project Director (Development and Design) in 2010 to oversee development planning, as well as the graphic and multimedia design teams of our Group.

In 2012, Dr. Yeong was promoted to Deputy General Manager (Property Development) to oversee the Penang World City project under Tropicana Ivory Sdn. Bhd. and moved on to become its General Manager in the same year. On 15 May 2013, he was appointed as Deputy Chief Operating Officer of our Group. A graduate in Bachelor of Science (Honours) in Urban and Regional Planning from Universiti Sains Malaysia in 2001 and a holder of Master of Science in Planning in 2003, Dr. Yeong was conferred the degree of Doctor of Philosophy in 2019. Dr. Yeong is a qualified Town Planner and a corporate member of the Malaysian Institute of Planner and the Board of Town Planners Malaysia.

As the Deputy Chief Operating Officer of our Group, Dr. Yeong assists in overseeing daily operations of our Group and develop strategies for all aspects, including future developments of our Group.

Dr. Yeong does not have any conflict of interest with our Company and he has no family relationship with any Director and/or major shareholder of our Company. Dr. Yeong does not hold any directorship in public companies and public listed companies. He has no conviction for any offences within the past five years and does not have any public sanction or penalty imposed by the relevant bodies during the financial year ended 31 March 2020.

DR. YEONG SIEW YANDeputy Chief Operating Officer


43 Male Malaysian



Mr. Koay Hock Beng (“Mr Koay”) joined our Group in 2004 as Assistant Town Planner and was promoted to Project Planner in 2007. In 2010, he was promoted to Project and Planning Manager of our Project & Planning Department and in 2018 he was further promoted to Assistant Director of Project and Planning Department, a position which he holds till today. Mr. Koay graduated with a degree in Land Administration and Development (Hons) from Universiti Teknologi Malaysia (“UTM”) in 2001. Mr. Koay also holds a diploma in Urban and Regional Planning from UTM which he obtained in 1999.

As the Assistant Director of our Company’s Project and Planning Department, Mr. Koay is responsible for co-ordinating and proactively manages the overall planning of the Group’s development projects and submissions to the relevant authorities, work progresses and status, implementation and completion. Over the years, he has accumulated immeasurable experiences in managing diverse range of our Group’s projects particularly high-rise and mixed developments.

Mr. Koay does not have any conflict of interest with our Company and he has no family relationship with any Director and/or major shareholder of our Company. Mr. Koay does not hold any directorship in public companies and public listed companies. He has no conviction for any offences within the past five years and does not have any public sanction or penalty imposed by the relevant bodies during the financial year ended 31 March 2020.

KOAY HOCK BENGAssistant Director of Project and Planning


43 Male Malaysian


Mr. Wong Siew Chong (“Mr. Wong”) joined our Group on 16 April 2013 as Chief Development Officer to oversee all development projects from conceptual design to project handover.

He brought with him vast experience in architectural design and real estate activities. Mr Wong has directed, managed and led multi-disciplinary international consortium for intricate world-renowned projects in Malaysia and the United Arab Emirates.

Mr. Wong pursued his architectural study at Tunghai University, Taiwan and started his career as a design architect in Taiwan in 1995. He returned to Malaysia in 1996 and joined Penas Realty Sdn. Bhd. as a Design Architect. Mr. Wong has played multiple roles in envisioning, implementing and completing mega projects. He travelled frequently to the Middle East to explore business opportunities in the property business.

In 2005, Mr. Wong joined Tamouh Investments LLC, a business incorporated in Abu Dhabi, the United Arab Emirates as a pioneer employee and Deputy Project Director. He led a multi-disciplinary international consortium to deliver the first master plan and urban guideline for a multi-billion dollar island development project in Abu Dhabi. After delivering the master plan in 2006, he concentrated on the first property development project on the island, Marina Square Abu Dhabi, which is a mixed development comprising office tower, hotel, residential towers and waterfront shopping facing a marina. Following completion of the projects, he returned to Malaysia in 2012.

Mr. Wong does not have any conflict of interest with our Company and he has no family relationship with any Director and/or major shareholder of our Company. Mr. Wong does not hold any directorship in public companies and public listed companies. He has no conviction for any offences within the past five years and does not have any public sanction or penalty imposed by the relevant bodies during the financial year ended 31 March 2020.

WONG SIEW CHONGChief Development Officer


53 Male Malaysian



CORPORATE GOVERNANCE OVERVIEW STATEMENT

The Board of Directors (“Board”) of Ivory Properties Group Berhad (“Company”) views corporate governance as a fundamental process contributing towards achieving long term shareholder value, taking into account the interest of other stakeholders. Amidst an increasingly challenging operating environment, the Board continuously strives to refine the Group’s corporate governance practices and processes to meet these challenges.

The Company’s Corporate Governance Framework is premised upon the following statutory provisions, best practices and guidelines:-

(a) Companies Act 2016;(b) Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) (“Listing

Requirements”);(c) Malaysian Code on Corporate Governance issued in 2017 (“MCCG”) by Securities Commission Malaysia;

and(d) Bursa Securities Corporate Governance Guide 3rd Edition.

The Board has taken initiative in line with Bursa Securities enhanced corporate governance disclosure requirements which are set out in Paragraph 15.25 and Practice Note 9 of the Listing Requirements, introduced in line with the MCCG. Pursuant to these disclosure requirements, the Board has taken the necessary steps to set out a summary of the Group’s corporate governance practices during the financial year ended 31 March 2020 (“FY2020”) in this Corporate Governance Overview Statement (“CG Overview Statement”). In addition to this, the application of each of the Practices set out in the MCCG is disclosed in the Corporate Governance Report (“CG Report”) which is released together with this Annual Report to Bursa Securities and make available on the Company’s website at www.ivory.com.my.

PRINCIPLE A – BOARD LEADERSHIP AND EFFECTIVENESS

I. Board Responsibilities

The Company currently comprises five (5) male Directors and one (1) female Director. The Board is of the view that the current composition is strong, committed and dynamic with the right mix of skills and balance to contribute to the achievement of the Group’s objectives. The Directors collectively, with their different background and specialisation, bring with them a diverse wealth of experience and expertise in areas such as business, finance, construction, regulatory and operations which are relevant to the Group.

The Board is responsible for the leadership, oversight and overall management of the Company and has developed corporate objectives and position descriptions including the limits to Management’s responsibilities, which the Management is aware and is responsible for meeting.

The Board has a formal schedule of matters reserved to itself for decision, which includes the overall Group strategy and direction, investment policy, major capital expenditures, consideration of significant financial matters and review of the financial and operating performance of the Group.

The Board’s role is to oversee the performance of the Management to determine whether the business is properly managed. The Board gets updates from the Management at the quarterly Board meetings when reviewing the unaudited quarterly financial results. During such meetings, the Board participated actively in the discussion on the performance of the Group and assessed the performance of the Management.

The principal responsibilities of the Board include the following:

(a) Determining strategic direction and business plan;(b) Overseeing the proper conduct of the Group’s business;(c) Review and approve new investments, divestments, joint ventures and any other corporate exercises

including raising or restructuring of equity or debt capital;(d) Examining its own size and composition to determine the impact on the Board’s effectiveness and

reviews the appointment of key personnel including the Company Secretaries; (e) Identifying principal risks and ensuring the implementation of systems to manage the risks;





(f) Ensuring investor relations are emphasised through various platforms including proper regulatory announcements, disclosures, meetings and media releases;

(g) Reviewing and providing guidance on the Company’s and the Group’s annual budgets, development of risk policies, major capital expenditures, acquisitions and disposals;

(h) Monitoring corporate performance and the conduct of the Group’s business and to ensure compliance with best practices and principles of corporate governance;

(i) Review, approve and monitor appropriate systems to manage principal risks. The Board undertakes this responsibility through the Audit and Risk Management Committee (“ARMC”);

(j) Reviewing and ensuring the adequacy and integrity of the internal control systems and identifying principal risks and ensuring the implementation of appropriate internal controls and mitigation measures;

(k) Ensuring a proper succession plan is in place;(l) Monitoring material litigation;(m) Reviewing the financial reports and related Bursa Securities announcements;(n) Approving dividend policy and payment of dividends;(o) Appointing external auditors (subject to shareholders’ approval); and(p) Considering and reviewing the social, ethical and environmental impact of the Group’s activities and

determining, monitoring and reviewing standards and policies to guide the Group in this regard.

As part of its efforts to ensure the effective discharge of its duties, the Board has delegated certain functions to the Executive Directors, representing the Management, as well as to certain Committees with each operating within its clearly defined Terms of Reference (“TOR”). The Chairman of each Committee will report to the Board on the outcome of the Committee’s meetings which also include the key issues deliberated at the Committee’s meetings. Notation of Minutes of the Committees’ meetings are a permanent agenda of the Board Meeting and confirmed Minutes are circulated to the Directors. The Board reviews the Committees’ authority and TOR from time to time to ensure its relevance and to enhance its efficacy. The TOR of the Board Committees are available at the Company’s website at www.ivory.com.my.

For the day-to-day operations, the Board has delegated its authorities and responsibilities to the Management team led by the Group Chief Executive Officer (“CEO”). The functions delegated to the Management team by the Board are, inter alia, as follows:

(a) Implementation of business plans and strategies, policies and decisions approved by the Board;(b) Managing the daily conduct of the business and affairs of the Group;(c) Communicating matters of concern to the Board for information and/or decision; and(d) Representing the Group in its dealing with the government authorities and other external parties.

Directors’ Responsibilities in relation to the financial statements

The Board aims to provide and present a clear, balanced and comprehensive assessment of the Group’s financial performance and prospects, primarily through the annual and quarterly financial statements to Shareholders as well as the Management Discussion and Analysis in this Annual Report. The Board is assisted by the ARMC to oversee the Group’s financial reporting processes, ensure its compliance with applicable financial reporting standards and regulatory requirements as well as the quality of its financial reporting. The financial statements are reviewed by the ARMC prior to recommending them to the Board for announcement and issuance to shareholders.




Directors’ Responsibilities in Relation to the Financial Statements

The Board is responsible for ensuring that the financial statements give a true and fair view of the state of affairs of the Group and of the Company as at the end of the financial year and of the results of their operations and cash flows for the year ended on that date. The Directors have ensured that the financial statements of the Group and of the Company are drawn up in accordance with the requirements of Malaysian Financial Reporting Standards and the provisions of the Companies Act 2016. In preparing the financial statements, the Directors have selected and applied consistently suitable accounting policies and made reasonable and prudent judgment and estimates. The Directors also have a general responsibility for taking reasonable steps to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

Roles and Responsibilities between the Chairman and the CEO

The Chairman, Dr. Asairinachan @ Aravinachan A/L Kunjamboo and the Group CEO, Dato’ Low Eng Hock, both hold separate positions.

There is a clear division of responsibilities between the Chairman (Non-Executive) and the Group CEO (Executive) to ensure a balance of power and authority, such that no one individual has unfettered powers of decision making.

The distinct and separate roles of the Chairman and Group CEO promote accountability and facilitate division of responsibilities between them. The Group CEO focuses on the day-to-day operations and management of the Group while the Independent Non-Executive Chairman leads the Board in the oversight of Management.

Company Secretary

The Board is supported by the Company Secretaries who facilitate overall compliance with the Listing Requirements and Companies Act 2016 and other relevant laws and regulations.

The Company Secretaries also ensure that all obligations required by the regulatory authorities and under the Listing Requirements are fulfilled in a timely manner. The Board is regularly updated and advised by the Company Secretaries on any new statutory and regulatory requirements in relation to their duties and responsibilities.

The Board recognises that the Company Secretaries are suitably qualified and capable of carrying out the duties required. The Board is satisfied with the service and support rendered by the Company Secretaries in the discharge of their functions.

Brief profile of the existing Company Secretaries are as follows:

Ms. Thum Sook Fun, FCIS, C.A. (M), FCCA

Ms. Thum Sook Fun (“Ms. Thum”) is a Chartered Secretary by profession. Ms. Thum is a Fellow member of the Malaysian Association of the Institute of Chartered Secretaries and Administrators (“MAICSA”) and also a Fellow member of the Association of Chartered Certified Accountants (“ACCA”). She is also a member of Malaysian Institute of Accountants (“MIA”). She has more than 20 years of professional experience in the field of corporate secretarial with working knowledge of many industries. Ms. Thum is also the named Company Secretary for a number of public listed companies and private limited companies.

Ms. Thum has been the Joint Company Secretary of the Company since 2 May 2017.





Company Secretary

Ms. Low Seow Wei, ACIS

Ms. Low Seow Wei (“Ms. Low”) is a Chartered Secretary by profession. Ms. Low is an Associate member of MAICSA. She has more than 15 years’ experience in the Corporate Secretarial practice. Ms. Low is also the named Company Secretary for a number of public listed companies and private limited companies.

Ms. Low has been the Joint Company Secretary of the Company since 2 May 2017.

The Board has ready and unrestricted access to the advice and services of the Company Secretaries, who are considered capable of carrying out the duties to which the post entails. The Board may seek advice from the Management on issues under their respective purview. The Board may also interact directly with the Management, or request further explanation, information or updates on any aspect of the Group’s operations or business concerns.

Board Meetings and Access to Information

Directors were given due notices of proposed meetings held during the financial year. Board Meeting materials were shared and sent electronically to Board members prior to such meetings. Directors also participated in Board Meetings and Committee Meetings in person or via conference call. Minutes of the meetings are recorded and confirmed minutes are circulated to all members of the Board.

Additionally, throughout the year, the Board was furnished with ad-hoc reports/updates to ensure that it is appraised of key business, financial, operational, corporate, legal, and regulatory and industry matters, as and when the need arises. Members of Senior Management had given full support to the Board for all information on the Group’s affairs to assist the Directors on the proper discharge of their duties, whenever necessary. The external auditors or advisers are invited to attend the meetings of Board and Board Committees to report on matters within their expertise, knowledge and provide clarity on the agenda being discussed including details on recommendations to assist the Directors in making independent and informed decisions.

A full year meeting schedule which sets out the meeting dates is circulated to the Directors before the commencement of next calendar year to allow the Directors to plan ahead in attending such meetings.

Board Meetings are scheduled every quarter with additional meetings to be convened as and when required. Urgent and important matters are resolved by way of written resolutions and clarifications are provided to the Directors where necessary. During the financial year under review, the Board met a total of 5 times. The attendance of the Directors who held office during the financial year is set out below:

DirectorsAttendanceat Meeting

Percentage ofAttendance

Executive Directors(a) Dato’ Low Eng Hock(b) Mr. Low Wei Shane

5/55/5

100%100%

Non-Executive Directors(a) Dr. Asairinachan @ Aravinachan A/L Kunjamboo(b) Mr. Lim Hock Siu(c) Mr. Ooi Choi Kiat(d) Mdm. Tan Soo Mooi (appointed w.e.f. 16 October 2019)(e) Mr. Loh Chye Teik (demised on 25 August 2019)

5/55/55/52/22/2

100%100%100%100%100%





Board Meetings and Access to Information

The Board is satisfied with the level of time commitment given by the Directors of the Company towards fulfilling their duties and responsibilities. All the Directors have complied with the minimum 50% attendance requirement in respect of Board Meeting as stipulated in the Listing Requirements. In the intervals between Board Meetings, for any matters requiring Board’s decisions, the Board’s approvals are obtained through written resolutions. A summary of such resolutions passed by way of written resolutions are then circulated to the Directors and noted at the next Board Meeting.

Senior management staff may be invited to attend Board meetings to provide the Board with detailed explanations and clarifications on certain matters that are tabled to the Board. All Directors have unrestricted access to information of the Group. The Directors may interact directly with the Management, or request for further explanation, information or updates on any aspect of the Group’s operations or business concerns from the Management. In this way, the Board has full access to all information on the Group’s affairs to enable the proper discharge of its duties.

All deliberations and decisions made at Board meetings are recorded by the Company Secretaries including whether any Directors abstained from voting or deliberating on a particular matter. Minutes of the meeting are circulated to the Chairman of the Meeting and the Management for review and comments before the minutes of the Board meeting are confirmed at the next Board meeting.

Seeking of Professional Advisory Services

Where applicable, the Directors whether as a full board or in their individual capacity, are encouraged to seek independent professional advice from the following parties:-

(a) For corporate and/or governance matters, the Company Secretaries and Senior Management;(b) For audit and/or audit-related matters, any representatives of the audit engagement team of the external

auditors or the internal auditors and Chief Financial Officer of the Company;(c) For any other specific issues where professional advice is required to enable the Board to discharge

its duties in connection with specific matters, the Board may proceed to do so, with prior consultation of the Group CEO, in relation to the quantum of fees to be incurred.

Board Charter

The Company has adopted a Board Charter (“Charter”) which sets out the role, duties, functions and responsibilities of the Board, Board Committees and Management so that there is a structured guide with regards to the various responsibilities including the need for Directors to carry out their leadership and supervisory role and in discharging their duties towards the Group and the Board. The demarcation of roles established in the Charter is the reference point (in relation to the Directors and Board’s roles, powers, duties and functions) to guide Board activities and help to reinforce the supervisory role of the Board.

The Board will review the Charter from time to time to ensure its compliance with relevant rules and regulations and remains relevant and effective. The Charter is made available on the Company’s website at www.ivory.com.my.





Code of Conduct and Ethics

The Directors are governed by a Code of Conduct and Ethics which sets out the standards of conduct expected from Directors to advocate good corporate behaviour in a professional, honest and ethical manner. The Code of Conduct and Ethics covers 3 broad areas, Corporate Governance, Relationship with Shareholders, Employees, Creditors, Customers and Regulatory Authorities, Social Responsibilities and the Environment. For employees, the Group’s Handbook for Employees (“Handbook”) covers the general employment terms and conditions, compensation and benefits, proprietary information, conflict of interest, indulging in private businesses, acceptance of gifts, grievance procedures, disciplinary action, occupational safety and health and sexual harassment.

Through the Code of Conduct and Ethics and the Handbook, the Board sets the tone for proper ethical behaviour expected of the Board members and the employees. Details of the Code of Conduct and Ethics is available at the Company’s website at www.ivory.com.my.

The Company has recently put in place a Whistle Blowing Policy which provides and facilitates a mechanism for the employees, vendors, suppliers, contractors, partners and associates of the Group to report concerns about any suspected and/or known misconduct, wrongdoings, corruption, fraud, wastage and/or abuse within the Group in a confidential manner. The Whistle Blowing Policy is available on the Company’s website at www.ivory.com.my.

Additionally, the Company also adopted a Grievances Procedure which was made available within the Group to support employees to release any information where there is evidence of illegal, immoral conduct, malpractices or dangers in the Group.

In line with amendments made to the Listing Requirements in relation to anti-corruption measures, an Anti-Bribery and Anti-Corruption Policy (“ABACP”) has been adopted by the Company which sets out the parameters to prevent the occurrence of bribery and corrupt practices and to maintain integrity and work ethics in the conduct of the Group’s business and operations. The ABACP provides guidance to all employees and associates of the Group relating to acts of bribery and corruption.

Succession Planning

The Board recognises that succession planning is an ongoing process designed to ensure that the Group identifies and develops a talent pool of employees through mentoring, training and job rotation for high level management positions that become vacant due to retirement, resignation, death or disability and/or new business opportunities.

The Board, through the Nominating Committee (“NC”), is responsible for the succession planning of the Directors of the Company. A Succession Planning Policy has been adopted by the Company in this connection.

The Board, with the assistance of the NC and working with the Group CEO and Human Resources department, oversees executive officer development and corporate succession plan for the Group CEO to provide for continuity in Senior Management. The succession plan covers identification of internal candidates, development plans for internal candidates and appropriate identification of external candidates if necessary. The succession plan will be regularly reviewed and updated to ensure the Group re-assess the hiring needs and determine the development progress of selected candidates.




II. Board Compositions

The Board is of the view that its composition and size is adequate for the effective discharge of its functions and responsibilities. The appointment of Mdm. Tan Soo Mooi in the Board is evidenced of the Board’s support of gender diversity in the boardroom as recommended by the MCCG. With its diversity of qualifications and skills, and the governance structure of the Committees and Board, the Board has been able to provide clear and effective collective leadership to the Group and has delivered informed and independent judgment to the Group’s strategy and performance to ensure that the highest standards of conduct and integrity are always at the core of the Group’s undertakings. None of the Non-Executive Directors participate in the day-to-day management of the Group.

As part of its efforts to ensure the effective discharge of its duties, the Board has delegated certain functions and responsibilities to the respective Board Committee such as the ARMC, NC and Remuneration Committee (“RC”) which all comprise wholly or majority Independent Directors. The presence of the Independent Non-Executive Directors both in the Board and Committees is essential in providing unbiased and impartial opinion, advice and judgment to Board deliberations to ensure that the interests, not only of the Group, but also of its shareholders, employees, customers, suppliers and other communities with which the Group conducts its business are well-represented and taken into account.

The Board must justify and seek shareholders’ approval in the event that it retains a Director as an Independent Non-Executive Director (“INED”), a person who has served in that capacity for more than nine (9) years. The assessment of the independence of each of its INED is undertaken annually according to set criteria as prescribed by the Listing Requirements. As recommended by the MCCG, the tenure of directorship of not more than nine (9) years form part of the assessment criteria for independence of a Director, where specific tenures of the Directors were duly reviewed and confirmed for suitability by the NC and the Board. The relevant processes and procedures have been provided for in the Charter.

Both Dr. Asairinachan @ Aravinachan A/L Kunjamboo and Mr. Lim Hock Siu have served as INED of the Company for a cumulative term of more than nine (9) years. However, following an assessment by the NC and the Board, the Board recommended that the INED continue to serve as INED subject to approval of the shareholders at the Company’s forthcoming Annual General Meeting (“AGM”) as:

(a) they have fulfilled the criteria under the definition of Independent Director as stated in the Listing Requirements and will thus be able to function as a check and balance, and bring an element of objectivity to the Board;

(b) their vast experiences in their related fields have enhanced the Board’s diverse set of experience, expertise and independent judgement;

(c) they have been with the Company for a cumulative term of more than nine (9) years and have good knowledge of the Company’s business operations and the property development market;

(d) they have devoted sufficient time and attention to their professional obligations for informed and balanced decision making;

(e) they have exercised due care during their tenure as INED of the Company and carried out their professional duties in the best interest of the Company and its shareholders; and

(f) they have confirmed and declared in writing that they are Independent and had satisfied all the criterias of Independent Director set out in Paragraph 1.01 of the Listing Requirements.





Board Committees

The Board is supported by relevant Board Committees viz the ARMC, NC and RC. These Committees play a significant part in reviewing matters within each Committee’s TOR, and facilitating the Board’s discharge of its duties and responsibilities. Each of these Committees have specific TOR, scope and specific authorities to review matters tabled before the Committees prior to decisions by the Board as a whole. The ARMC comprises of wholly INEDs whereas the NC and RC comprise a majority INEDs.

Nominating Committee

The NC, which was established by the Board on 9 July 2010, comprises entirely of Non-Executive Directors, a majority of whom are independent:

(a) Mr. Lim Hock Siu - Chairman (INED)(b) Mdm. Tan Soo Mooi - Member (INED)(c) Mr. Ooi Choi Kiat - Member (Non-INED)

Mdm. Tan Soo Mooi, an INED, was appointed as a member of the NC on 16 October 2019 to fill up the vacancy due to the demise of the late Mr. Loh Chye Teik, to be in compliance with the TOR of the NC.

The NC operates within defined TOR that has been drawn up in accordance with the best practices prescribed by the MCCG.

Having regard to the operations of the Group viz-a-viz the size and composition of the Board, the Board has dispensed with the formality of appointing a Senior INED from amongst the Board Members. Any concerns from the shareholders can be conveyed to any of the INED of the Board.

During FY2020, the NC met twice with full attendance by its members.

The key activities carried out by the NC during the FY2020 are summarised as follows:-

(a) The NC conducted an annual assessment on the effectiveness of the Board as a whole, the various Board Committees as well as contribution of each individual Director;

(b) The NC conducted its annual assessment on the Independent Directors as well as to review and recommend to the Board the INEDs who have served for a cummulative term of more than 9 years to continue to act as INED of the Company;

(c) The NC had also reviewed the character, integrity and competency of the Directors, Group CEO and Chief Financial Officer;

(d) The NC had reviewed the effectiveness of the Audit Committee as a whole and each of its members;

(e) The NC had duly considered and recommended the re-election of the Directors who are subject to retirement by rotation at the forthcoming AGM of the Company. Apart from the qualifications and competencies of the retiring Directors, the NC’s review on the proposed re-election of Directors took into account the mix of skills, experience and contribution brought to the Board;

(f) Nominated and recommended to the Board, the appointment of Mdm. Tan Soo Mooi as an INED of the Company to fill the vacancy left by the late Mr. Loh Chye Teik;





Nominating Committee

(g) The NC reviewed the Key Performance Indicators and appraisal of the Executive Directors and Key Senior Management for the financial year ended 31 March 2019;

(h) The NC reviewed and endorsed the Key Performance Indicators set for the Executive Directors and Key Senior Management for FY2020; and

(i) The NC reviewed the job scope of Executive Directors for the period from 1 July 2019 to 31 March 2020.

Board Appointment Pursuant to the TOR of the NC, the NC is tasked to identify, nominate and orientate new Directors and to

make recommendations to the Board for the appointment of Directors. While the Board is responsible for the appointment of new Directors, the NC is delegated with the role of screening and conducting an initial selection, which includes external and independent searches, before making a recommendation to the Board. The NC reviews the candidate for appointment as Director based on the mix of skills, expertise, working experience, professionalism, integrity and the ability to discharge their expected duties and responsibilities.

The appointment process for INED during the FY2020 includes the identification and screening of potential candidates by the Group CEO, submission of the proposed candidate to the NC for deliberation and thereafter the final recommendation to the Board for endorsement and approval.

Board Diversity Policy

The Board recognises the importance of diversity in its composition to ensure effectiveness and good corporate governance. The NC and Board regularly review the composition of the Board to ensure proper discharge of its functions and obligations. The Group does not adopt any formal gender diversity policy in the selection of new Board candidates and female candidates in the workforce. The evaluation of the suitability of candidates as a new Board member or as a member of the workforce is strictly based on the candidate’s competency, skills, character, time commitment, knowledge, expertise, professionalism, suitability and character of the person in meeting the needs of the Group, regardless of gender, ethnicity and age. All Directors are appointed on a robust process, merit and in line with the standards as set out in Paragraph 2.20A of the Listing Requirements. Nonetheless, the Board is supportive of gender diversity in the boardroom composition as recommended by the MCCG and has appointed Mdm. Tan Soo Mooi to the Board with effect from 16 October 2019. Currently, the Board comprises qualified professionals with diverse background and specialisations. Together, they bring in considerable knowledge, judgment and experience to the Board to provide right guidance to the Management team. The profile of each Director can be found in this Annual Report.

Board Evaluation and Effectiveness Assessment

The Chairman of the NC oversees the overall evaluation process and responses were reviewed and analysed by the NC, before it was tabled and communicated to the Board. In addition, the individual Directors also conducted self-assessments, the results of which were also shared with the Board. The Board agreed on the action points moving forward including specific training needs.





Training and Development of Directors

The NC and the Board assess the training needs of each of its Directors on an ongoing basis, by determining areas that would best strengthen their contributions to the Board. Amongst others, trainings include:

(a) Regular briefings/updates (some by external advisors) on various matters including those relating to the statutory and governance matters; and

(b) The Board has taken steps to ensure that its members have ongoing access to appropriate continuing education programmes.

Although the Board does not have a policy requiring each Director to attend a specific number and types of training sessions each year, to keep abreast with industry developments and trends, the Directors are encouraged to attend various external professional programmes deemed necessary to ensure that they are kept abreast on various issues facing the changing business environment within which the Group operates, in order to fulfil their duties as Directors. Any Director appointed to the Board is required to complete the Mandatory Accreditation Programme (“MAP”) within four (4) months from the date of appointment. All Directors including Mdm. Tan Soo Mooi have attended the MAP.

During FY2020, the Directors have attended several relevant courses as below:

Directors Seminars/Workshops/Courses

Dr Asairinachan@ AravinachanA/L Kunjamboo

• CyberSecurityintheBoardroom–AcceleratingfromAcceptancetoAction

• TheCoolerEarth–SustainabilitySummit• EvaluatingEffectiveInternalAuditFunction–AuditCommittee’sGuide

on How to • CorporateLiabilityunderSection17AoftheMalaysianAnti-Corruption

Commission Act 2009 and its Mitigation Actions

Dato’ Low Eng Hock • MoneyLendersAct1951(2011Amendment)

Mr. Low Wei Shane • NavigatingCorporateLiability• MoneyLendersAct1951(2011Amendment)

Mdm. Tan Soo Mooi (appointed w.e.f.16 October 2019)

• AntiMoneyLaunderingAct2019• MicrosoftExcel2013Advance• MarketOutlook• EvaluatingeffectiveInternalAuditFunction–AuditCommittee’sGuide

on How to • CorporateLiabilityunderSection17AoftheMalaysianAnti-Corruption


Mr. Ooi Choi Kiat • Corporate LiabilityProvision under theMalaysianAnti-CorruptionCommission Act 2009: Mitigating a New Risk for your Company

Mr. Lim Hock Siu • CaseStudyWorkshopforIndependentDirectors• CorporateLiabilityunderSection17AoftheMalaysianAnti-Corruption


The Company Secretaries circulate relevant guidelines on statutory and regulatory requirements from time to time to the Board for their reference and information. The external auditors also brief the Board on any changes to the Malaysian Financial Reporting Standards that affect the Company’s financial statements during the year. Upon review, the Board concluded that the Directors’ Trainings for FY2020 were adequate.




III. Remuneration

Remuneration of Directors and Senior Management

The RC is authorised by the Board to establish a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual Directors and Key Senior Management. The remuneration of Directors shall be the ultimate responsibility of the full Board after considering the recommendations of the RC.

The RC guided by the Remuneration Policy is responsible for, inter alia, recommending to the Board the remuneration structure as well as the remuneration packages of the Executive Directors and Key Senior Management. The Remuneration Policy addresses the remuneration package, composition of the remuneration, manner of payment and annual review of the remuneration. The Remuneration Policy of Directors and Key Senior Management are available on the Company’s website at www.ivory.com.my. The RC also discusses and reviews the key performance indicators of the Executive Directors and Key Senior Management which is used as a basis for performance assessment. Directors’ remuneration is based upon individual contributions, experience, responsibilities and core competencies with the quantum sufficient to attract, retain and motivate Directors of the quality required to manage the businesses of the Group and to align the interest of the Directors with those of the shareholders.

The Executive Directors are not entitled to annual fee or allowance nor entitled to receive any meeting allowances for the Board and Board Committees Meetings they attend. All Non-Executive Directors are paid fixed annual fees and meeting allowance for the Board and Board Committee Meetings they attend, which are determined by the Board as a whole and subject to approval from the shareholders annually.

As for the Key Senior Management, the Head of Human Resources Department shall perform remuneration benchmarking of Key Senior Management on a regular basis and present the results of the benchmarking exercise to the Group CEO along with recommendations. Such process shall be carried out to ensure that the remuneration of Key Senior Management commensurate with the general market standard and trend and takes into account key considerations listed above.

The authority of taking a decision on the remuneration package of Key Senior Management is delegated to the Group CEO. The remuneration of the Key Senior Management is reviewed annually by the RC and recommended to the Board of Directors for approval.

The principal objective of the TOR of the RC is to achieve a balance between setting the level and structure of remuneration package of Executive Directors so as to be able to attract and retain the best against its interest in not paying excessive remuneration.

The RC’s TOR is available on the Company’s website at www.ivory.com.my.

During FY2020, the RC had carried out the following activities:

(a) reviewed and assessed the performance and the remuneration package of the Executive Directors and Key Senior Management; and

(b) reviewed and assessed the Directors’ fees and benefits payable for FY2020.




III. Remuneration

Remuneration Committee

The RC, which was established by the Board on 9 July 2010, comprises the following:

(a) Mr. Lim Hock Siu - Chairman (INED)(b) Mdm. Tan Soo Mooi - Member (INED)(c) Dato’ Low Eng Hock - Member (Group CEO)

Mdm. Tan Soo Mooi, an INED, was appointed as a member of the RC on 16 October 2019 to fill the vacancy left by the late Mr. Loh Chye Teik.

The remuneration received by each of the current Executive Directors and Non-Executive Directors during FY2020 is set out below:

1. Executive Directors

Benefits- in-kind Other andDirectors Salary Bonus EPF Emoluments Perquisites Total (RM) (RM) (RM) (RM) (RM) (RM)

Dato’ Low Eng Hock 2,802,000 700,500 424,620 36,000 38,364 4,001,484Mr.LowWeiShane 110,962 20,000 18,882 25,800 – 175,644

Total 2,912,962 720,500 443,502 61,800 38,364 4,177,128

2. Non-Executive Directors

COMPANy GROuP Other OtherDirectors Fees Allowances Total Fees Allowances Total (RM) (RM) (RM) (RM) (RM) (RM)

Dr.Asairinachan 55,000 7,800 62,800 55,000 7,800 62,800 @ Aravinachan A/L Kunjamboo Mdm. Tan Soo Mooi 20,625 1,200 21,825 20,625 1,200 21,825 (appointed w.e.f. 16 October 2019)Mr. Ooi Choi Kiat 40,000 7,800 47,800 60,000 7,800 67,800Mr. Lim Hock Siu 40,000 3,000 43,000 40,000 3,000 43,000Mr. Loh Chye Teik 18,750 1,000 19,750 18,750 1,000 19,750 (demised on 25 August 2019)

Total 174,375 20,800 195,175 214,375 20,800 215,175

The summary of the remuneration for all Directors is as set out in Note 24 of the Audited Financial Statements of this Annual Report.




III. Remuneration

Remuneration Committee

3. Senior Management

The remuneration and remuneration bands of the top five Senior Management during FY2020 is set out in the table below:

Other Benefits-Salary Bonus EPF Emoluments in-kind Total(RM) (RM) (RM) (RM) (RM) (RM)

1,602,000 252,500 231,180 72,000 80,150 2,237,830

Range of Remuneration 300,001- 350,001- 400,001- 700,001- 350,000 400,000 450,000 750,000

Number of Senior Management 1 2 1 1

The Board is of the opinion that the disclosure of the remuneration of the top five Senior Management on named basis would not be in the best interest of the Group due to confidentiality concern. Furthermore, these disclosures would be disadvantageous to the Group, given the competitiveness in the market for talent and the confidentiality of remuneration packages as the Group maintains a lean management team.

The Board ensures that the remuneration of the top five Senior Management commensurates with individual performance and the performance of the Group, with due consideration to attracting, retaining and motivating Senior Management to lead and run the Group successfully.

PRINCIPLE B – EFFECTIVE AuDIT AND RISK MANAGEMENT

I. Audit and Risk Management Committee The ARMC of the Company which assists the Board in amongst others, overseeing the Group’s risk

management and internal control system comprises the following members:

(a) Mdm. Tan Soo Mooi - Chairman (INED)(b) Dr Asairinachan @ Aravinachan A/L Kunjamboo - Member (INED)(c) Mr. Lim Hock Siu - Member (INED)

Mdm. Tan Soo Mooi, an INED, was appointed as the Chairman of the ARMC on 16 October 2019 to fill up the vacancy left by the late Mr. Loh Chye Teik.

The Company complied with Practice 8.1 of the MCCG which stipulates that the Chairman of the ARMC is not the Chairman of the Board. The ARMC consists wholly of Independent Directors. The ARMC Report is set out separately in this Annual Report.

Under the TOR of the ARMC, the members should be financially literate and able to understand matters under the purview of the Committee including the financial reporting process and its composition and performance are reviewed by the NC annually and recommended to the Board for approval.




I. Audit and Risk Management Committee

The ARMC members acknowledge the need for continuous education trainings. For the year under review, the Chairman of the ARMC attended trainings on anti money laundering, microsoft excel, market outlook and internal audit.

Full details of the ARMC’s duties and responsibilities are stated in its TOR which is available on the Company’s website at www.ivory.com.my.

The Board, through its ARMC maintains a formal and transparent relationship with its external auditors. The ARMC assessed the performance and effectiveness of the external auditors annually, considering amongst others, their qualifications, effectiveness of the audit process, quality of service and their independence and had recommended the re-appointment of the external auditors for shareholders’ consideration at the forthcoming AGM. The TOR of the ARMC provided that a former key audit partner is to observe a cooling-off period of at least two (2) years before being appointed as a member of the ARMC, consistent with Practice 8.2 of the MCCG

In the course of their audit, the external auditors highlighted to the ARMC matters pertaining to financial reporting. Private dialogue sessions between them were held twice during FY2020 without the presence of the Management and Executive Directors, to discuss any issues that may require the attention of the ARMC.

II. Risk Management and Internal Control Framework

The Board understands the principal risks of all aspects of the business that the Group is engaged in, recognising that business decisions require the incurrence of risk. To achieve a proper balance between risks incurred and potential returns to shareholders, the Board ensures that there are in place systems that effectively monitor and manage these risks with a view to long term viability of the Group.

The Board is fully aware of its overall responsibility of continuosly maintaining a system of internal control, which covers not only financial controls but also operational and compliance controls as well as risk management, and the need to review its effectiveness regularly in order to safeguard shareholders’ investments and the Company’s assets. The internal control system is designed to identify the risks to which the Group is exposed to and mitigate the impacts thereof to meet the particular needs of the Group.

The ARMC undertook an annual assessment of the performance of the internal auditors through a performance checklist. The checklist includes inter alia, the scope and functions of internal auditors, regular reviews on effectiveness of the financial, operational and compliance controls and processes, test of effectiveness of the governance and risk management framework and policies, manpower, budget and competency of the internal auditors, input on developing action plans to monitor risks, detection and investigation of fraud. The ARMC was satisfied with the performance of the internal auditors during the financial year under review.

As an effort to enhance the system of internal control, the Board together with the assistance of external professional Internal Audit firm undertake to review the existing risk management process in place within the various business operations, with the aim of formalising the risk management functions across the Group. This function also acts as a source to assist the ARMC and the Board in strenghtening and improving current management and operating style in pursuit of best practices.




II. Risk Management and Internal Control Framework

Internal Audit Function

The Group’s internal audit function (“IAF”) is outsourced to a professional accounting and consulting firm, BDO Governance Advisory Sdn Bhd (“BDO”) which adopts internal audit standards and best practices based on the International Professional Practices Framework, endorsed by the Institute of Internal Auditors Malaysia. The IAF team is headed by an Executive Director - Advisory, who is a member of the Malaysian Institute of Certified Public Accountants and Malaysian Institute of Accountants and is assisted by three staff which includes a manager during the financial year under review.

None of the internal audit personnel has any relationship or conflict of interest that could impair their objectivity and independence in conducting their internal audit functions. The IAF provides the ARMC with reasonable assurance on the adequacy and integrity of the Group’s internal control systems.

Details of the Groups’ internal control system and risk management framework are set out under Statement on Risk Management and Internal Control and ARMC Report in this Annual Report.

PRINCIPLE C - INTEGRITy IN CORPORATE REPORTING AND MEANINGFuL RELATIONSHIP WITH STAKEHOLDERS

Communications with Stakeholders and Conduct of General Meeting

The Board is aware that the shareholders have legitimate rights to know how the Company is doing and endeavours to provide timely disclosure to shareholders and all required/material announcements will be released immediately when matters are triggered.

Investor Relations (“IR”) is an essential part of the Group’s Corporate Governance Framework which ensures that all stakeholders, including the domestic and international investment community, receive relevant, timely and comprehensive information about the Group.

The Group’s dedicated IR function is committed to providing effective and open two-way communication to improve disclosure and transparency. Contact details of key IR spokespersons of the Group are as follows:

Ms Ju Siew LeeTel: 04-2108000 (Ext 702)

Ms Winnie YeohTel: 04-2108000 (Ext 810)

In maintaining the commitment of effective communication with shareholders, the Group adopts the practice of comprehensive, timely and continuing disclosures of information to its shareholders as well as to the general investing public. The practice of disclosure of information is not just established to comply with the requirements of the Listing Requirements, it also adopts the recommendations of the MCCG with regards to strengthening engagement and communication with shareholders. Where possible and applicable, the Group also provides disclosure of additional information on a voluntary basis. The Group believes that consistently maintaining an appropriate level of disclosure and extensive communication with its shareholders is vital to shareholders and investors to make informed investment decisions.

Another key avenue of communication with its shareholders is the Company’s AGM, which provides a useful forum for shareholders to engage directly with the Company’s Directors. At each AGM, the Directors of the Company would be present at the meeting to answer any questions that the shareholders may ask. The Chairman of the meeting will provide time for the shareholders to ask questions for each agenda in the notice of the AGM. The external auditors will also be present at the AGM to answer any questions that the shareholders may ask. The shareholders were also able to meet with the Directors after the meeting.



PRINCIPLE C - INTEGRITy IN CORPORATE REPORTING AND MEANINGFuL RELATIONSHIP WITH STAKEHOLDERS

Communications with Stakeholders and Conduct of General Meeting

I. Communication with Stakeholders

The Company is committed to ensure that timely, accurate and complete information about the Group is provided equally to its shareholders, stakeholders and to the general investing public. Timely information is critical towards building and maintaining the Group’s corporate credibility, market integrity and promotes investor confidence.

The Company also engages with its stakeholders through various platforms including announcements via Bursa LINK, press conferences, press releases to the media and engagement through the investor relations function.

II. Conduct of General Meetings

General meetings are the important platform for the shareholders to engage directly with the Board and Key Senior Management and to exercise their rights in the Company, either through the AGM or Extraordinary General Meetings.

Shareholders are invited to general meetings through a notice of meeting that specify the venue, day and hour of the meeting, as well as the businesses of the meeting. The Company Secretaries, by order of the Board, served notice of last AGM to all shareholders of the Company more than 28 days prior to the AGM, in order to provide information to the shareholders with regards to, amongst others, the businesses to be resolved at the AGM, their entitlement to attend the AGM, the right to appoint a proxy and also the qualifications of a proxy. Concurrently, the notice of AGM is advertised in a nationally circulated English daily newspaper. In order to facilitate informed decision by the shareholders, notice of meeting is also accompanied by explanatory notes on the businesses to further explain the purpose and nature of the businesses of the meeting.

The Directors present themselves at previous General Meetings. The ARMC Chairman, the NC Chairman and the RC Chairman were advised that questions relating to the Committee under their purview will be addressed by them accordingly. In addition, the Key Senior Management were also present during the General Meetings to address questions and issues related to their portfolios. The external auditors will be present at the AGM to respond to any queries from shareholders on the audit conducted, the preparation and content of the auditors’ report, the accounting policies adopted by the Company, and the independent audit review of the Company’s financial position.

All resolutions set out in the notice of general meetings, or in any notice of resolution which may properly be moved and is intended to be moved at any general meeting, will be voted by poll as required by the Listing Requirements since 1 July 2016. Poll voting will reflect shareholders’ views more accurately and fairly by ensuring that every vote is recognised in accordance with the principle of “one share one vote”.

The Company’s General Meetings are held at centrally located and easily accessible location. As for voting in absentia and remote shareholders’ participation, the existing proxy form which allow shareholders to appoint proxies or Chairman of meeting as their proxies are alternative measure adopted by the Company. Shareholders are allowed to appoint any person(s) as their proxies to attend, participate, speak and vote in his/her stead at general meetings.

This CG Overview Statement is made in accordance with the resolution of the Board of Directors dated 29 June 2020.



AUDIT AND RISK MANAGEMENT COMMITTEE REPORT

The Audit and Risk Management Committee (“ARMC”) of the Company was established on 9 July 2010 to serve as a committee of the Board of Directors of the Company (“the Board”) and to assist the Board in fulfilling its statutory duties and fiduciary responsibilities.

Consistent with Step Up Practice 8.4 of the Malaysian Code on Corporate Governance 2017 the ARMC comprises solely of Independent Non-Executive Directors. Newly appointed ARMC Chairman, Mdm. Tan Soo Mooi is a member of the Malaysian Institute of Accountants. Mdm. Tan Soo Mooi was appointed on 16 October 2019 to fill up the vacancy left by the late Mr. Loh Chye Teik (“Mr. Loh”) as the ARMC Chairman after the demise of Mr. Loh on 25 August 2019. None of the ARMC members are alternate Director. Accordingly, the Company complies with Paragraph 15.09 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Listing Requirements”).

Chairman

Mdm. Tan Soo Mooi - Independent Non-Executive Director

Members

Dr. Asairinachan @ Aravinachan A/L Kunjamboo - Chairman/Independent Non-Executive DirectorMr. Lim Hock Siu - Independent Non-Executive Director

ARMC MEETINGS

During the financial year ended 31 March 2020, a total of five (5) meetings were held, i.e., in May, July, August, November 2019 and February 2020. The attendance of the Members was as follows:

Attendance at Percentage of Meeting Attendance (%)

(a) Mdm.Tan Soo Mooi (appointed w.e.f 16 October 2019) 2/2 100(b) Dr. Asairinachan @ Aravinachan A/L Kunjamboo 5/5 100(c) Mr. Lim Hock Siu 5/5 100(d) Mr. Loh Chye Teik (demised on 25 August 2019) 2/2 100

The Group Chief Executive Officer, the Chief Financial Officer and certain members of the Management Team were also invited to attend the ARMC meetings to assist in clarifying matters raised at the meeting.

Minutes of the ARMC meetings were recorded and tabled for confirmation at the next following meeting and subsequently circulated to the Board for notation. The Chairman reports to the Board the discussions undertaken and made recommendations for the Board’s consideration and decision.

AuTHORITy AND DuTIES OF THE ARMC

The ARMC is governed by its Terms of Reference which is available on the Company’s website at www.ivory.com.my.


SuMMARy OF ACTIVITIES OF THE ARMC

The ARMC assists the Board in fulfilling its overseeing responsibilities. The ARMC’s overall responsibilities encompass the processes of audit, corporate accounting, financial reporting, system of internal control, regulatory and legal compliances and risk management practices and procedures of the Group.

The activities carried out by the ARMC for the financial year ended 31 March 2020 were summarised as follows:-

Financial Reporting

(a) Reviewed the quarterly unaudited financial reports for the financial quarters ended June, September, December 2019 and March 2020 and the annual audited financial statements of the Group and its related notes to financial statements for the financial year ended 31 March 2019 as well as appropriate announcements to Bursa Malaysia Securities Berhad (“Bursa Securities”) before recommending to the Board for approval.

(b) In the review of the quarterly unaudited financial reports and annual audited financial statements, the ARMC discussed with the Management and the external auditors, amongst others, the major accounting principles and policies that were applied and the reasonableness of their judgments and estimations made in connection with the preparation of the financial statements and the clarity of disclosures of the same.

(c) Confirmed with the Management and the external auditors that the Company’s and Group’s financial reporting and disclosure are in compliance with applicable Listing Requirements, provisions of the Companies Act, 2016, applicable International Financial Reporting Standards, approved accounting standards issued by the Malaysian Accounting Standard Board and any other relevant legal and regulatory requirements.

External Audit

(a) Reviewed and endorsed the audit plan presented by the external auditors which comprised amongst others, the engagement team, audit strategy, audit methodology, audit materiality, preliminary audit risk assessment, general extent of the auditors’ audit examinations, timetable and scope of audit work for the year.

(b) Considered and reviewed, where applicable, the significant impact on the Group’s financial statements as a result of new accounting standards issued by the Malaysian Accounting Standards Board as highlighted by the external auditors.

(c) Considered and noted key findings from external auditors on the financial statements for financial year ended 31 March 2019 for the necessary corrective actions to be taken by the Management.

(d) Considered and reviewed the external auditors evaluations of the Group’s internal control to ensure effective and efficient processes and controls were in place for the overall quality of the Group’s financial reporting. The ARMC took into consideration the external auditor’s view on method used to account for significant or unusual transactions where the accounting treatment is open to interpretation or requires certain judgments when assessing the reasonableness of the management judgments and estimates in adopting the appropriate accounting treatment.

(e) Met with the external auditors without the presence of the Executive Directors and management staff twice in the financial year to discuss issues of concern to the external auditors. The issues discussed were then highlighted by the ARMC Chairman to the Board.

(f) Reviewed the External Auditors’ Policy and recommended the same to the Board for approval.



SuMMARy OF ACTIVITIES OF THE ARMC

External Audit

(g) Reviewed and considered the performance and independence of the external auditors for the financial year through a performance and independence checklist. The checklist includes inter alia, the external auditors’ quality of service, audit team, independence and objectivity, scope of audit and planning, audit fees, non-audit services provided by the external auditors to the Group and the fees and audit communications. The Chief Financial Officer, Group Accountant and other employees involved were also invited to share their views and any issues in respect of the performance of the external auditors during the financial year. In addition, the external auditors also provided written assurance that they have been independent throughout the term of their audit engagement in accordance with the terms of the relevant professional and regulatory requirements including the by-laws of the Malaysian Institute of Accountants. The lead audit engagement partner responsible for the Company’s financial statements is subject to a maximum seven (7) year rotation period and rotation has taken place three times since the Company’s initial engagement of the external auditors. The ARMC was satisfied with the performance and independence of the external auditors and recommended their re-appointment to the Board for financial year ended 31 March 2020.

(h) Considered the audit fees and non-audit fees incurred/paid to the external auditors and their affiliated firms for the financial years ended 31 March 2019 and 31 March 2020. The non-audit fees comprised general tax advisory services on retainer basis, services for annual tax compliances, review of Statement on Risk Management and Internal Control and review of Housing Development Account.

Internal Audit and Risk Management

Reviewed and evaluated the performance and functions of the internal auditors for the financial year through an evaluation checklist which includes inter alia the scope and functions of the internal auditors, internal auditors understanding of the Group’s business and its industry, manpower, budget, competency and performance of the internal auditors.

(a) Assessed the adequacy and effectiveness of the Enterprise Risk Management (“ERM”) framework, the systems of internal controls and the appropriateness of Management’s responses to key risk areas and proposed recommendations for improvements to be implemented.

(b) Reviewed and approved the annual audit plan proposed by the internal auditors and recommended by the Audit and Risk Management Committee Working Group (“ARMC Working Group”) to ensure the adequacy of the scope and coverage of work.

(c) Reviewed the ERM reports, internal audit reports, the audit issues therein, recommendations and Management’s response before proposing that those control weaknesses be rectified and recommendations for improvements be implemented. The ARMC Working Group which comprises of Executive Director, Chief Financial Officer, Deputy Chief Operating Officer, Senior Personal Assistant to Group Chief Executive Officer and General Manager (Strategic Planning) discussed the ERM reports, internal audit reports, audit issues, recommendations and Management’s response, prior to circulation of the same to the ARMC for review.

(d) Reviewed and recommended for approval of the Board the Risk Management Framework Policy.

(e) Reviewed and recommended for approval of the Board the Statement on Risk Management and Internal Control.



SuMMARy OF ACTIVITIES OF THE COMMITTEE

Related Party Transactions

(a) Reviewed the recurrent related party transactions of a revenue or trading nature and other related party transactions entered into by the Group. The Directors provided and updated the Group all persons connected with them to assist the Group in monitoring and identifying any potential related party transactions or conflict of interest situations within the Group. Lists of all recurrent related party and other related party transactions containing details of the related parties, date of transactions, nature of transactions and amount of transactions were compiled and provided to the ARMC on quarterly basis to assist the ARMC in the review of the transactions. In reviewing related party transactions, the ARMC ensured that the transactions are fair and were conducted on terms not more favourable to the related parties than those generally available to the public, and are not to the detriment of the minority shareholders. The ARMC also considered if the actual value of recurrent related party transactions entered into by the Company, exceed the estimated value of the recurrent related party transactions disclosed in the circular to shareholders by 10% or more, where immediate announcement is required. The ARMC sought explanations and clarifications on the transactions where necessary during the Meetings. As additional monitoring measure for the Group, the Code of Conduct and Ethics of Directors provides inter alia, that a Director should seek to avoid engaging in any business or work which may be in competition or in conflict directly or indirectly with the business of the Group. Full and prior disclosure of any conflict or potential conflict must be made to the Board. Where an actual or potential conflict does arise, a Director should refrain from participating in the debate and/or vote on the matter, and in the extreme case of continuing material conflict of interest, should resign from the Board.

(b) Discussed and approved draft circular to shareholders in relation to the proposed renewal of shareholders’ mandate for recurrent related party transactions of a revenue or trading nature.

(c) Reviewed the procedures and practices adopted by the Group for review of recurrent related party transactions, any outstanding receivables due by related parties to the Group which exceeded the credit terms and the statement to be included in the circular to shareholders on renewal of shareholders’ mandate for recurrent related party transactions.

Corporate Governance

(a) Reviewed the Master Training Plan for Board of Directors and employees and budget allocation for the training for year 2020.

(b) Reviewed and recommended the ARMC Report for inclusion in the Annual Report for approval of the Board.

INTERNAL AuDIT FuNCTION

During the financial year ended 31 March 2020, BDO Governance Advisory Sdn Bhd, an independent firm of consultants, has carried out the internal audit function of the Group in order to assist the ARMC in discharging its duties and responsibilities. The internal audit function is independent of the activities or operation of the Group. The principal role of the internal audit function is to undertake independent, regular and systematic reviews of the system of internal control to provide reasonable assurance that such system continues to operate satisfactorily and effectively.

The summary of internal audit activities is delineated as follows:-

(a) Reviewed the existing system of internal controls and governance processes of the Group;

(b) Conducted audit reviews of the Group’s system of internal controls on reliability and integrity of financial and operational information, safeguarding of assets, efficiency of operations, compliance with established policies as well as procedures and statutory requirements;



INTERNAL AuDIT FuNCTION

(c) Provided recommendations to the Management to assist the operations management and Group in improving and accomplishing its internal control requirements;

(d) Issued internal audit reports incorporating audit recommendations and Management’s responses in relation to audit findings on internal control weaknesses to the ARMC and the respective operations management;

(e) Performed follow-up reviews to ensure that corrective actions were implemented effectively; and

(f) Presented the internal audit report to the ARMC on half-yearly basis.

The total cost incurred for maintaining the internal audit function of the Group for the financial year ended 31 March 2020 is RM20,000.00.

Further details of the activities of the internal audit are set out in the Statement on Risk Management and Internal Control in this Annual Report.

This ARMC Report is issued in accordance with a resolution of the Board of Directors dated 29 June 2020.



INTRODuCTION

The Malaysian Code on Corporate Governance 2017 requires listed companies to maintain a sound risk management and system of internal controls to safeguard shareholders’ investment and the Group’s assets.

Guided by the Statement on Risk Management and Internal Control: Guidelines for Directors of Listed Issuers, the Board of Directors of Ivory Properties Group Berhad is pleased to present the Statement on Risk Management and Internal Control which is prepared in accordance with Paragraph 15.26(b) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

RESPONSIBILITy FOR RISK MANAGEMENT AND INTERNAL CONTROL

The Board recognises its overall responsibility for the Group’s systems of internal control and for reviewing the adequacy and integrity of those systems. In view of the limitations that are inherent in any systems of internal control, the systems of internal control are designed to manage risk within tolerable levels rather than eliminate the risk of failure to achieve business objectives. Hence, such system by its nature can only provide reasonable and not absolute assurance against material misstatement, error or losses.

The Board has established an ongoing process for identifying, evaluating and managing the significant risks faced, or potentially exposed to, by the Group in pursuing its business objectives. This process has been in place throughout the financial year and up to the date of approval of the Annual Report. The adequacy and effectiveness of this process have been continually reviewed by the Board and are in accordance with the Internal Control Guidance.

RISK MANAGEMENT

The Group has in place an Enterprise Risk Management (“ERM”) system as an integral part of the Group’s daily operations and long term strategic management practice. This ERM system is a continuous and systematic method to identify, assess, respond and monitor significant risks affecting the Group’s business and achievement of its objectives. Risks may be associated with a variety of internal or external factors including control breakdowns, disruption in information systems, competition, natural catastrophe and regulatory requirements. Existing and planned controls are also considered in the ERM exercise.

The Group’s Audit and Risk Management Working Group includes representatives from management. The Audit and Risk Management Working Group meets quarterly to review the effectiveness of the risk management process and reports arising from risk management activities.

To foster greater ownership and effective management of risks, the respective Heads of Departments are primarily responsible for the identification, evaluation and management of major risks affecting their own business units including the design and implementation of suitable controls on a continuous basis.

The entire ERM process is reviewed by the top management in which significant risks which may inflict the Group in the ensuing 12 months are re-evaluated according to their likelihood of occurrence and severity of consequence. The ERM process encompasses the processes for the identification, assessment, management and monitoring of risks which could impact the objectives of the Group. Existing controls to mitigate and manage these risks are then re-evaluated, re-assessed and strengthened.

Risk management is integrated into the Group’s daily operations and a risk based evaluation is taken into consideration for the Group’s decision making and strategic planning.

STATEMENT ON RISK MANAGEMENTAND INTERNAL CONTROL


INTERNAL AuDIT

The Board outsourced its internal audit function to an independent professional accounting and consulting firm, BDO Governance Advisory Sdn Bhd as part of its efforts to provide adequate and effective internal control systems. The performance of internal audit function is carried out as per the annual audit plan approved by the Audit and Risk Management Committee (“ARMC”).

On a half yearly basis, the internal auditors report to the ARMC on internal audit findings and recommend remedial action plans for possible improvement for the audited areas. The highlighted internal audit findings are followed-up by the internal auditors as well as to ensure the control weaknesses, if any, are properly identified and addressed by the Management.

During the financial year, the internal audit function reviewed the internal controls in the key activities of the Group’s businesses based on the annual internal audit plan approved by the ARMC. The internal audit adopted a risk-based approach and prepared its plan based on the risk profiles of the major business units in the Group. Opportunities for improvement to the system of internal control were identified and presented to the ARMC via internal audit reports, whilst Management formulated the relevant action plans to address the issues noted.

A total of 2 internal audit reviews were conducted by BDO Governance Advisory Sdn. Bhd. for the financial year ended 31 March 2020.

The audit focused on high risk areas to ensure that an adequate action plan has been in place to improve the internal controls. The audit ascertains that the risks are effectively mitigated by the controls. The highlighted areas will be followed up closely to determine the extent of which their recommendations have been implemented by the Management.

INTERNAL CONTROL

Apart from risk management and internal audit, the Group has put in place the following key elements of internal control:

• An organisation structurewithwell-defined scope of responsibilities, clear lines of accountability, andappropriate levels of delegated authority;

• Aprocessofhierarchicalreportingwhichprovidesadocumentedandauditabletrailofaccountability;• A set of documented internal control policies and procedureswhich is subject to regular review and

improvement;• Comprehensive information is provided quarterly tomanagement, covering financial and operational

performance and key business indicators, for effective monitoring and decision making;• Monitoringofresultsagainstprojectbudget,withmajorvariancesbeingfollowedupandmanagementaction

taken, where necessary; and• QuarterlyvisitstooperatingunitsbymembersoftheBoardandseniormanagement.

The Group’s system of internal control does not extend to its associate and joint venture companies as the Group does not have full management control over them. However, the Group’s interest is represented through the Board of these associate and joint venture companies.

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL


REVIEW OF THIS STATEMENT By EXTERNAL AuDITORS

The external auditors have reviewed this Statement on Risk Management and Internal Control pursuant to the scope set out in the Audit and Assurance Practice Guide (“AAPG”) 3, Guidance for Auditors on Engagements to Report on the Statement on Risk Management and Internal Control included in the Annual Report issued by the Malaysian Institute of Accountants (“MIA”) for inclusion in the Annual Report of the Company for the year ended 31 March 2020, and reported to the Board that nothing has come to their attention that cause them to believe that the statement intended to be included in the Annual Report of the company, in all material respects:

(a) has not been prepared in accordance with the disclosures required by paragraphs 41 and 42 of the Statement on Risk Management and Internal Control: Guidelines for Directors of Listed Issuers; or

(b) is factually inaccurate.

AAPG 3 does not require the external auditors to consider whether the Directors’ Statement on Risk Management and Internal Control covers all risks and controls, or to form an opinion on the adequacy and effectiveness of the Group’s risk management and internal control system including the assessment and opinion by the Board of Directors and management thereon. The external auditors are also not required to consider whether the processes described to deal with material internal control aspects of any significant problems disclosed in the Annual Report will, in fact, remedy the problems.

CONCLuSION

The Board has received assurance from Group Chief Executive Officer and Chief Financial Officer that the Group’s risk management and internal control systems have been operating adequately and effectively, in all material aspects, during the financial year under review and up to date of this statement. Taking this assurance into consideration, the Board is of the view that there were no significant weaknesses in the current system of internal control of the Group that may have material impact on the operations of the Group for the financial year ended 31 March 2020. The Board and the Management will continue to take necessary measures and ongoing commitment to strengthen and improve the Group’s internal control environment and risk management.

This Statement on Risk Management and Internal Control is issued in accordance with a resolution of the Directors dated 29 June 2020.

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL


ADDITIONAL COMPLIANCE INFORMATION

AuDIT FEES AND NON-AuDIT FEES

The amount of audit fees and non-audit fees incurred/paid to the external auditors of the Group, or a firm or corporation affiliated to the external auditors of the Group, for the financial year ended 31 March 2020 are as follows:-

Group Company

(i) Audit fees incurred/paid to external auditors 155,000 53,000

(ii) Non-audit fees incurred/paid to : § external auditors 5,000 5,000§ firm/corporation affiliated to the external auditors 43,600 12,000

Total non-audit fees 48,600^ 17,000^

Percentage (%) of non-audits 31% 32%

Notes:

^ comprises general tax advisory services on retainer basis and services for annual tax compliances and review of Statement on Risk Management and Internal Control.

MATERIAL CONTRACTS

Other than those disclosed in Note 33 to the audited financial statements in this Annual Report, there were no material contract (not being contracts entered into in the ordinary course of business) entered into by the Company and its subsidiaries involving the interest of the Company’s Directors and/or its major shareholders either still subsisting as at 31 March 2020 or entered into since the end of the previous financial period ended 31 March 2019.

RECuRRENT RELATED PARTy TRANSACTIONS OF A REVENuE OR TRADING NATuRE

At the Annual General Meeting held on 30 August 2019, the Company obtained shareholders’ mandate to allow the Directors and/or major shareholders of the Company and its subsidiary companies to enter into recurrent related party transactions of a revenue or trading nature. There were no recurrent related party transactions conducted during the financial year ended 31 March 2020 pursuant to the shareholders’ mandate.

STATEMENTSFINANCIAL

78 Directors’ Report

82 Consolidated Statement of Financial Position

84 Consolidated Statement of Profit or Loss and Other Comprehensive Income

85 Consolidated Statement of Changes in Equity

86 Consolidated Statement of Cash Flows

89 Statement of Financial Position

90 Statement of Profit or Loss and Other Comprehensive Income

91 Statement of Changes in Equity

92 Statement of Cash Flows

95 Notes to the Financial Statements

174 Statement by Directors

175 Statutory Declaration

176 Independent Auditors’ Report


DIRECTORS’ REPORTfor the year ended 31 March 2020

The Directors hereby submit their report and the audited financial statements of the Group and of the Company for the financial year ended 31 March 2020.

PRINCIPAL ACTIVITIES

The Company is principally engaged in investment holding activities and provision of management and marketing services whilst the principal activities of the subsidiaries are as stated in Note 7 to the financial statements. There has been no significant change in the nature of these activities during the financial year.

SuBSIDIARIES The details of the Company’s subsidiaries are disclosed in Note 7 to the financial statements.

RESuLTS

Group Company RM’000 RM’000

(Loss)/Profit for the year attributable to :

Owners of the Company (19,365) 29,503 Non-controllinginterests (9) –

(19,374) 29,503

RESERVES AND PROVISIONS

There were no material transfers to or from reserves and provisions during the financial year under review.

DIVIDEND

Since the end of the previous financial year, the Directors do not recommend any dividend to be paid for the financial year under review.

DIRECTORS OF THE COMPANy

Directors who served during the financial year until the date of this report are :

Dr. Asairinachan @ Aravinachan A/L Kunjamboo Dato’ Low Eng HockTan Soo Mooi (Appointed on 16 October 2019)Ooi Choi KiatLim Hock SiuLow Wei ShaneLoh Chye Teik (Deceased on 25 August 2019)


DIRECTORS’ OF THE SuBSIDIARIES

The other Directors of the subsidiaries (other than Directors of the Company) who served during the financial year until the date of this report are :

Loh Chin ChuenChow Kah HongLow Wei Sheen (Appointed on 31 March 2020)Dato’ Muhamad Firdaus Bin Azhar (Resigned on 19 July 2019)Tan Kim Hee (Resigned on 15 November 2019)Ng Chee Chau (Resigned on 15 November 2019)Ang Kung San (Resigned on 31 March 2020)Mohamad Mazi Bin Ibrahim (Resigned on 10 May 2020)

DIRECTORS’ INTERESTS IN SHARES

The interests and deemed interests in the shares of the Company and of its related corporations (other than wholly-owned subsidiaries) of those who were Directors at financial year end (including the interests of the spouses or children of the Directors who themselves are not Directors of the Company) as recorded in the Register of Directors’ Shareholdings are as follows :

Number of ordinary shares At At 1 April 31 March 2019 Bought Sold 2020

Interests in the Company :

Dr. Asairinachan @ Aravinachan A/L Kunjamboo -own 45,000 – – 45,000

Dato’ Low Eng Hock -own 212,403,750 – (2,500,000) 209,903,750 -others* 25,728,404 2,500,000 – 28,228,404

Ooi Choi Kiat -own 28,149,097 – – 28,149,097 -others* 2,137,500 – – 2,137,500

Lim Hock Siu -own 195,750 – – 195,750

* These are shares held in the name of spouse and are treated as interests of the Directors also in accordance with the Companies Act.

By virtue of his interests in the shares of the Company, Dato’ Low Eng Hock is also deemed interested in the shares of the subsidiaries during the financial year to the extent that Ivory Properties Group Berhad has an interest.

None of the other Directors holding office at 31 March 2020 had any interest in the shares of the Company and of its related corporations during the financial year.

DIRECTORS’ REPORTFOR ThE yEAR ENDED 31 MARCh 2020


DIRECTORS’ BENEFITS

Since the end of the previous financial year, no Director of the Company has received nor become entitled to receive any benefit (other than those fees and other benefits included in the aggregate amount of remuneration received or due and receivable by Directors as shown in the financial statements) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which the Director is a member, or with a company in which the Director has a substantial financial interest, other than certain Directors who have substantial financial interests in companies which transacted with certain companies in the Group in the ordinary course of business as disclosed in Note 33 to the financial statements.

There were no arrangements during and at the end of the financial year which had the object of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.

ISSuE OF SHARES AND DEBENTuRES

There were no changes in the issued and paid-up capital of the Company during the financial year.

There were no debentures issued by the Company during the financial year.

OPTIONS GRANTED OVER uNISSuED SHARES

No options were granted to any person to take up unissued shares of the Company during the financial year.

INDEMNITy AND INSuRANCE COSTS

During the financial year, the total sum insured and premium paid for Directors and officers of the Company were RM10,000,000 and RM21,850 respectively. There were no indemnity or insurance effected for the auditors of the Company.

OTHER STATuTORy INFORMATION

Before the financial statements of the Group and of the Company were made out, the Directors took reasonable steps to ascertain that :

i) all known bad debts have been written off and adequate provision made for doubtful debts, and

ii) any current assets which were unlikely to be realised in the ordinary course of business have been written down to an amount which they might be expected so to realise.

At the date of this report, the Directors are not aware of any circumstances :

i) that would render the amount written off for bad debts or the amount of the provision for doubtful debts in the Group and in the Company inadequate to any substantial extent, or

ii) that would render the value attributed to the current assets in the financial statements of the Group and of the Company misleading, or

iii) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate, or

iv) not otherwise dealt with in this report or the financial statements that would render any amount stated in the financial statements of the Group and of the Company misleading.



OTHER STATuTORy INFORMATION (CONT’D)

At the date of this report, there does not exist :

i) any charge on the assets of the Group or of the Company that has arisen since the end of the financial year and which secures the liabilities of any other person, or

ii) any contingent liability in respect of the Group or of the Company that has arisen since the end of the financial year.

No contingent liability or other liability of any company in the Group has become enforceable, or is likely to become enforceable within the period of twelve months after the end of the financial year which, in the opinion of the Directors, will or may substantially affect the ability of the Group and of the Company to meet their obligations as and when they fall due.

In the opinion of the Directors, except for the impairment loss on amounts due from subsidiaries as disclosed in Note 23 to the financial statements under net loss on impairment of financial instruments of the Company, the financial performance of the Group and of the Company for the financial year ended 31 March 2020 have not been substantially affected by any item, transaction or event of a material and unusual nature nor has any such item, transaction or event occurred in the interval between the end of that financial year and the date of this report.

SIGNIFICANT EVENTS

The details of such event are disclosed in Note 34 to the financial statements.

SuBSEquENT EVENTS

The details of such events are disclosed in Note 35 to the financial statements.

AuDITORS

The auditors, KPMG PLT, have indicated their willingness to accept re-appointment.

The auditors’ remuneration is disclosed in Note 23 to the financial statements.

Signed on behalf of the Board of Directors in accordance with a resolution of the Directors :

…………………………………...............Dato’ Low Eng HockDirector

…………………………………...............Ooi Choi KiatDirector

Penang,

Date : 7 August 2020



CONSOLIDATED STATEMENT Of FINANCIAL POSITIONas at 31 March 2020

Note 2020 2019 RM’000 RM’000

Assets

Property, plant and equipment 3 33,130 36,192 Right-of-useassets 4 552 – Investment properties 5 13,493 14,860 Intangible assets 6 3,686 3,686 Investments in associates 8 582 598 Investmentsinjointventures 9 – 38,091 Deferred tax assets 10 7,610 9,234

Total non-current assets 59,053 102,661

Inventories 11 407,493 265,442 Contract assets 12 6,665 43,496 Contract costs 12 3,755 5,389 Trade and other receivables 13 219,837 200,005 Current tax assets 2,075 2,885 Short-term investments 14 17,408 48,251 Cash and cash equivalents 15 10,616 21,027

Total current assets 667,849 586,495

Total assets 726,902 689,156

Equity

Share capital 16 226,440 226,440 Retained earnings 167,522 186,887 Equity attributable to owners of the Company 393,962 413,327

Non-controlling interests (281) (272)

Total equity 393,681 413,055


Note 2020 2019 RM’000 RM’000

Liabilities

Loans and borrowings 17 35,231 40,304 Leaseliabilities 464 – Deferred tax liabilities 10 2,393 2,764

Total non-current liabilities 38,088 43,068

Loans and borrowings 17 48,929 87,638 Leaseliabilities 115 – Trade and other payables 18 184,109 101,238 Contract liabilities 12 61,793 40,587 Current tax liabilities 187 3,570

Total current liabilities 295,133 233,033 Total liabilities 333,221 276,101 Total equity and liabilities 726,902 689,156

The notes on pages 95 to 173 are an integral part of these financial statements.

CONSOLIDATED STATEMENT Of FINANCIAL POSITIONAS AT 31 MARCh 2020

(CONT’D)



CONSOLIDATED STATEMENT Of PROfIT OR LOSSAND OThER COMPREhENSIVE INCOMEfor the year ended 31 March 2020

Note 2020 2019 RM’000 RM’000

Revenue 19 62,522 160,558Cost of sales 20 (45,872) (103,755)

Gross profit 16,650 56,803 Other income 10,341 7,956Selling and marketing expenses (2,675) (3,624)Administrative expenses (37,670) (42,662)Net gain/(loss) on impairment of financial instruments 23 843 (684)Other expenses (4,059) (1,542)

Results from operating activities (16,570) 16,247

Finance income 21 1,509 3,544Finance costs 22 (5,067) (10,404)

Net finance costs (3,558) (6,860)

Share of profit/(loss) of equity-accounted investees, net of tax - associates (16) (14) - joint ventures 2,296 (1,325)

2,280 (1,339)

(Loss)/Profit before tax 23 (17,848) 8,048

Tax expense 25 (1,526) (7,599) (Loss)/Profit representing total comprehensive (expense)/income for the year (19,374) 449

(Loss)/Profit for the year representing total comprehensive (expense)/income for the year attributable to :

Owners of the Company (19,365) 468 Non-controlling interests (9) (19)

Total comprehensive (expense)/income for the year (19,374) 449

Basic/Diluted (loss)/earnings per ordinary share (sen) 26 (3.95) 0.10


CONSOLIDATED STATEMENT Of ChANgES IN EquITyfor the year ended 31 March 2020

Attributable to owners of the Company Non- Share Retained controlling Total capital earnings Total interests equity RM’000 RM’000 RM’000 RM’000 RM’000 At 1 April 2018 226,440 198,671 425,111 (253) 424,858

Profit representing total comprehensive incomefortheyear – 468 468 (19) 449

Distribution to owners of the Company - Dividend to owners oftheCompany(Note27) – (12,252) (12,252) – (12,252)

At 31 March 2019/1 April 2019 226,440 186,887 413,327 (272) 413,055 Loss representing total comprehensive expense fortheyear – (19,365) (19,365) (9) (19,374)

At 31 March 2020 226,440 167,522 393,962 (281) 393,681

Note 16



CONSOLIDATED STATEMENT Of CASh FLOWSfor the year ended 31 March 2020

Note 2020 2019 RM’000 RM’000

Cash flows from operating activities

(Loss)/Profit before tax (17,848) 8,048

Adjustments for :Depreciation of : - property, plant and equipment 3 3,848 4,744 -right-of-useassets 4 50 – - investment properties 5 378 381Finance income 21 (1,509) (3,544)Finance costs 22 5,067 10,404Inventories written down 3,732 2,027Write off of property, plant and equipment 104 427Gain on disposal of : - property, plant and equipment (16) (22) -investmentproperties (34) – -investmentinjointventure 23,34 (2,850) –Net (gain)/loss on impairment of financial instruments 23 (843) 684Share of loss in associates, net of tax 16 14Share of (profit)/loss in joint ventures, net of tax (2,296) 1,325Unrealisedgainfromdownstreamsalestojointventure – (1,794)

Operating (loss)/profit before changes in working capital (12,201) 22,694

Change in inventories (142,273) 1,144Change in contract assets 36,831 (35,434)Change in contract costs 1,634 4,279Change in trade and other receivables (18,989) (59,359)Change in trade and other payables 88,958 (38,322)Change in contract liabilities 21,206 40,587 Cash used in operations (24,834) (64,411) Tax paid (2,846) (4,871) Net cash used in operating activities (27,680) (69,282)


Note 2020 2019 RM’000 RM’000

Cash flows from investing activities

Acquisition of property, plant and equipment A (909) (3,666)Interest received 1,509 3,544Proceeds from disposal of : - property, plant and equipment 35 82 -investmentproperties 160 – -investmentinjointventure 34 37,150 –Withdrawal of short-term investments, net 30,843 14,532Redemptionofpreferencessharesinajointventure B – 88,438

Net cash from investing activities 68,788 102,930

Cash flows from financing activities

DividendpaidtoownersoftheCompany 27 – (12,252)Interest paid 22 (7,714) (10,404)Repayment of finance lease liabilities, net E (1,007) (1,571)Repayment of term loans E (41,479) (4,684)Repayment of revolving credits E (1,726) (5,390)Paymentofleaseliabilities D,E (23) –

Net cash used in financing activities (51,949) (34,301)

Net decrease in cash and cash equivalents (10,841) (653)

Cash and cash equivalents at beginning of year 20,504 21,157

Cash and cash equivalents at end of year C 9,663 20,504

NOTES :

A. Acquisition of property, plant and equipment

2020 2019 RM’000 RM’000

Total acquisitions during the year (Note 3) 909 4,223Less:Acquisitionbymeansoffinanceleases – (557)

Total cash acquisitions 909 3,666

B. Redemption of preference shares in a joint venture

2019 RM’000

Total redemption during the year 119,204Less : Redemption by way of completed development properties and affordable quota (30,766)

Total cash redemption 88,438

CONSOLIDATED STATEMENT Of CASh FLOWSFOR ThE yEAR ENDED 31 MARCh 2020

(CONT’D)


NOTES (CONT’D) :

C. Cash and cash equivalents

Cash and cash equivalents included in the consolidated statement of cash flows comprise the following consolidated statement of financial position amounts :

Note 2020 2019 RM’000 RM’000

Short-term deposits 15 90 4,564Cash and bank balances 15 10,526 16,463Bank overdrafts 17 (953) (523) 9,663 20,504

D. Cash outflows for leases as a lessee

Note 2020 2019 RM’000 RM’000

Included in net cash from operating activities :

Paymentrelatingtoshort-termleases 23 76 –Paymentrelatingtoleasesoflow-valueassets 23 64 –

Included in net cash from financing activities :

Interestpaidinrelationtoleaseliabilities 22 13 –Paymentofleaseliabilities 23 –

Total cash outflows for leases 176 –

E. Reconciliation of movement of liabilities of cash flows arising from financing activities

Net At Net changes Acquisition 31 March changes At from by means 2019/ Acquisition from At 1 April financing of finance 1 April of new financing 31 March 2018 cash flows lease 2019 lease cash flows 2020 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Termloans 119,803 (4,684) – 115,119 – (41,479) 73,640Finance lease liabilities 3,204 (1,571) 557 2,190 – (1,007) 1,183Leaseliabilities – – – – 602 (23) 579Revolvingcredits 15,500 (5,390) – 10,110 – (1,726) 8,384

138,507 (11,645) 557 127,419 602 (44,235) 83,786


CONSOLIDATED STATEMENT Of CASh FLOWSFOR ThE yEAR ENDED 31 MARCh 2020(CONT’D)


STATEMENT Of FINANCIAL POSITIONas at 31 March 2020

Note 2020 2019 RM’000 RM’000

Assets

Property, plant and equipment 3 22,056 22,733 Investment properties 5 12,122 12,402 Investments in subsidiaries 7 194,262 192,922 Investments in associates 8 639 639 Other receivables 13 145,288 124,664

Total non-current assets 374,367 353,360

Inventories 11 31,471 31,471 Trade and other receivables 13 17,857 21,570 Currenttaxassets 176 – Short-term investments 14 45 2,598 Cash and cash equivalents 15 1,699 1,527

Total current assets 51,248 57,166 Total assets 425,615 410,526

Equity

Share capital 16 226,440 226,440 Retained earnings 151,087 121,584 Total equity 377,527 348,024

Liabilities

Loans and borrowings 17 15,132 17,179

Total non-current liabilities 15,132 17,179

Loans and borrowings 17 2,055 2,007 Trade and other payables 18 30,901 42,530 Currenttaxliabilities – 786

Total current liabilities 32,956 45,323 Total liabilities 48,088 62,502 Total equity and liabilities 425,615 410,526



STATEMENT Of PROfIT OR LOSSAND OThER COMPREhENSIVE INCOMEfor the year ended 31 March 2020

Note 2020 2019 RM’000 RM’000

Revenue 19 50,191 59,216Costofsales 20 – –

Gross profit 50,191 59,216

Other income 3,092 4,293Selling and marketing expenses (2,144) (2,052)Administrative expenses (13,492) (14,700)Net loss on impairment of financial instruments 23 (14,030) (4,562)Other expenses (176) (5,831)

Results from operating activities 23,441 36,364

Finance income 21 9,271 7,454Finance costs 22 (3,097) (4,475)

Net finance income 6,174 2,979

Profit before tax 23 29,615 39,343

Tax expense 25 (112) (808)

Profit representing total comprehensive income for the year 29,503 38,535



STATEMENT Of ChANgES IN EquITyfor the year ended 31 March 2020

Attributable to owners of the Company Share Retained Total capital earnings equity RM’000 RM’000 RM’000

At 1 April 2018 226,440 95,301 321,741

Profit representing total comprehensive incomefortheyear – 38,535 38,535

Distribution to owners of the Company -DividendtoownersoftheCompany(Note27) – (12,252) (12,252)

At 31 March 2019/1 April 2019 226,440 121,584 348,024

Profit representing total comprehensive incomefortheyear – 29,503 29,503

At 31 March 2020 226,440 151,087 377,527

Note 16



STATEMENT Of CASh FLOWSfor the year ended 31 March 2020

Note 2020 2019 RM’000 RM’000

Cash flows from operating activities

Profit before tax 29,615 39,343

Adjustments for :Depreciation of : - property, plant and equipment 3 1,173 1,217 - investment properties 5 280 280Finance income 21 (9,271) (7,454)Finance costs 22 3,097 4,475Inventorieswrittendown – 776Writeoffofproperty,plantandequipment – 1Lossondisposalofproperty,plantandequipment 15 –Impairment loss on investments in subsidiaries 23 160 5,054Net loss on impairment of financial instruments 23 14,030 4,562

Operating profit before changes in working capital 39,099 48,254

Changeininventories – (11,271)Change in trade and other receivables (30,941) (46,969)Change in trade and other payables (11,629) (51,720)

Cash used in operations (3,471) (61,706)

Tax paid (1,074) (6)

Net cash used in operating activities (4,545) (61,712)

Cash flows from investing activities

Acquisition of property, plant and equipment A (525) (670)Interest received 9,271 7,454Withdrawal of short-term investments, net 2,553 2,742Proceedsfromdisposalofproperty,plantandequipment 14 –Increase in investments in subsidiaries (1,500) (4,900)Redemptionofpreferencesharesinasubsidiary B – 73,000

Net cash from investing activities 9,813 77,626 Cash flows from financing activities

DividendpaidtoownersoftheCompany 27 – (12,252)Interest paid 22 (3,097) (4,475)Repayment of term loans E (1,519) (1,336)Repayment of finance lease liabilities, net E (480) (384)

Net cash used in financing activities (5,096) (18,447)

Net increase/(decrease) in cash and cash equivalents 172 (2,533)

Cash and cash equivalents at beginning of year 1,527 4,060

Cash and cash equivalents at end of year C 1,699 1,527


NOTES :

A. Acquisition of property, plant and equipment

2020 2019 RM’000 RM’000

Total acquisitions during the year (Note 3) 525 937Less:Acquisitionbymeansoffinanceleases – (267)

Total cash acquisitions 525 670

B. Redemption of preference shares in a subsidiary

2019 RM’000

Total redemption during the year 93,976Less : Redemption by way of affordable quota (20,976) Total cash redemption 73,000

C. Cash and cash equivalents

Cash and cash equivalents included in the statement of cash flows comprise the following statement of financial position amounts :

Note 2020 2019 RM’000 RM’000

Short-termdeposits 15 – 500Cash and bank balances 15 1,699 1,027

1,699 1,527

D. Cash outflows for leases as a lessee

Note 2020 2019 RM’000 RM’000

Included in net cash from operating activities:

Paymentrelatingtoshort-termleases 23 58 –Paymentrelatingtoleasesoflow-valueassets 23 59 –

Total cash outflows for leases 117 –

STATEMENT Of CASh FLOWSFOR ThE yEAR ENDED 31 MARCh 2020

(CONT’D)


NOTES (CONT’D) :

E. Reconciliation of movement of liabilities of cash flows arising from financing activities

Net At Net changes Acquisition 31 March changes At from by means 2019/ from At 1 April financing of finance 1 April financing 31 March 2018 cash flows lease 2019 cash flows 2020 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Termloans 19,197 (1,336) – 17,861 (1,519) 16,342Finance lease liabilities 1,442 (384) 267 1,325 (480) 845

20,639 (1,720) 267 19,186 (1,999) 17,187


STATEMENT Of CASh FLOWSFOR ThE yEAR ENDED 31 MARCh 2020(CONT’D)


Ivory Properties Group Berhad is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the Main Market of Bursa Malaysia Securities Berhad. The addresses of the principal place of business and registered office of the Company are as follows :

Principal place of business

Ivory Tower @ Penang Times Square81-11-1 Jalan Dato’ Keramat10150 George TownPenang

Registered office

Suite 18.05, MWE Plaza 8, Lebuh Farquhar10200 George Town Penang

The consolidated financial statements of the Company as at and for the financial year ended 31 March 2020 comprise the Company and its subsidiaries (together referred to as the “Group” and individually referred to as “Group entities”) and the Group’s interests in associates and joint ventures.

The Company is principally engaged in investment holding activities and provision of management and marketing services whilst the principal activities of the subsidiaries are as stated in Note 7 to the financial statements.

These financial statements were authorised for issue by the Board of Directors on 7 August 2020.

1. BASIS OF PREPARATION

(a) Statement of compliance

The financial statements of the Group and of the Company have been prepared in accordance with Malaysian Financial Reporting Standards (“MFRSs”), International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia.

The following are accounting standards, interpretations and amendments of the MFRSs that have been issued by the Malaysian Accounting Standards Board (“MASB”) but have not been adopted by the Group and the Company :

MFRSs, interpretations and amendments effective for annual periods beginning on or after 1 January 2020• AmendmentstoMFRS3,Business Combinations - Definition of a Business• AmendmentstoMFRS101,Presentation of Financial Statements and MFRS 108, Accounting

Policies, Changes in Accounting Estimates and Errors - Definition of Material• AmendmentstoMFRS9,Financial Instruments, MFRS 139, Financial Instruments: Recognition

and Measurement and MFRS 7, Financial Instruments: Disclosures - Interest Rate Benchmark Reform

MFRSs, interpretations and amendments effective for annual periods beginning on or after 1 June 2020• AmendmenttoMFRS16,Leases - Covid-19 - Related Rent Concessions

NOTES TO ThE FINANCIAL STATEMENTS



1. BASIS OF PREPARATION (CONT’D)

(a) Statement of compliance (Cont’d)

MFRSs, interpretations and amendments effective for annual periods beginning on or after 1 January 2021• MFRS17,Insurance Contracts

MFRSs, interpretations and amendments effective for annual periods beginning on or after 1 January 2022• AmendmentstoMFRS1,First-time Adoption of Malaysian Financial Reporting Standards (Annual

Improvements to MFRS Standards 2018-2020) • AmendmentstoMFRS3,Business Combinations - Reference to the Conceptual Framework• AmendmentstoMFRS9,Financial Instruments (Annual Improvements to MFRS Standards 2018-

2020)• AmendmentstoIllustrativeExamplesaccompanyingMFRS16,Leases (Annual Improvements to

MFRS Standards 2018-2020)• AmendmentstoMFRS101,Presentation of Financial Statements - Classification of Liabilities as

Current or Non-current • AmendmentstoMFRS116,Property, Plant and Equipment - Proceeds before Intended Use• AmendmentstoMFRS137,Provisions, Contingent Liabilities and Contingent Assets - Onerous

Contracts - Cost of Fulfilling a Contract• AmendmentstoMFRS141,Agriculture (Annual Improvements to MFRS Standards 2018-2020)

MFRSs, interpretations and amendments effective for annual periods beginning on or after a date yet to be confirmed• Amendments toMFRS10,Consolidated Financial Statements and MFRS 128, Investments

in Associates and Joint Ventures - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture

The Group and the Company plan to apply the abovementioned accounting standards, interpretations and amendments where applicable, in the respective financial years when the abovementioned accounting standards, interpretations and amendments become effective.

The initial application of the accounting standards, interpretations or amendments is not expected to have any material financial impacts to the current period and prior period financial statements of the Group and the Company.

(b) Basis of measurement

The financial statements have been prepared on the historical cost basis other than as disclosed in Note 2.

(c) Functional and presentation currencies

These financial statements are presented in Ringgit Malaysia (“RM”), which is the Company’s functional currency. All financial information is presented in RM and has been rounded to the nearest thousand, unless otherwise stated.



1. BASIS OF PREPARATION (CONT’D)

(d) use of estimates and judgements

The preparation of the financial statements in conformity with MFRSs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

There are no significant areas of estimation uncertainty and critical judgements in applying accounting policies that have significant effect on the amounts recognised in the financial statements other than those disclosed in the following notes :

• Note10–recognitionofdeferredtaxassets• Note11–valuationofcompleteddevelopmentproperties• Note19–revenue

2. SIGNIFICANT ACCOuNTING POLICIES

The accounting policies set out below have been applied consistently to the periods presented in these financial statements and have been applied consistently by Group entities, unless otherwise stated.

Arising from the adoption of MFRS 16, Leases, there are changes to the accounting policies applied to lease contracts entered into by the Group entities as compared to those applied in previous financial statements. The impact arising from the changes are disclosed in Note 36.

(a) Basis of consolidation

(i) Subsidiaries

Subsidiaries are entities, including structured entities, controlled by the Company. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

The Group controls an entity when it is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Potential voting rights are considered when assessing control only when such rights are substantive. The Group also considers it has de facto power over an investee when, despite not having the majority of voting rights, it has the current ability to direct the activities of the investee that significantly affect the investee’s return.

Investment in subsidiaries are measured in the Company’s statement of financial position of cost less any impairment losses, unless the investment is classified as held for sale or distribution. The cost of investment includes transaction costs.



2. SIGNIFICANT ACCOuNTING POLICIES (CONT’D)

(a) Basis of consolidation (Cont’d)

(ii) Business combinations

Business combinations are accounted for using the acquisition method from the acquisition date, which is the date on which control is transferred to the Group.

For new acquisitions, the Group measures the cost of goodwill at the acquisition date as :

• thefairvalueoftheconsiderationtransferred;plus• therecognisedamountofanynon-controllinginterestsintheacquiree;plus• ifthebusinesscombinationisachievedinstages,thefairvalueoftheexistingequityinterest

in the acquiree; less• thenet recognisedamount (generally fairvalue)of the identifiableassetsacquiredand

liabilities assumed.

When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss.

For each business combination, the Group elects whether it measures the non-controlling interests in the acquiree either at fair value or at the proportionate share of the acquiree’s identifiable net assets at the acquisition date.

Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred.

(iii) Associates

Associates are entities, including unincorporated entities, in which the Group has significant influence, but not control, over the financial and operating policies.

Investments in associates are accounted for in the consolidated financial statements using the equity method less any impairment losses, unless it is classified as held for sale or distribution. The cost of the investment includes transaction costs. The consolidated financial statements include the Group’s share of the profit or loss and other comprehensive income of the associates, after adjustments if any, to align the accounting policies with those of the Group, from the date that significant influence commences until the date that significant influence ceases.

When the Group’s share of losses exceeds its interest in an associate, the carrying amount of that interest including any long-term investments is reduced to zero, and the recognition of further losses is discontinued except to the extent that the Group has an obligation or has made payments on behalf of the associate.

When the Group ceases to have significant influence over an associate, any retained interest in the former associate at the date when significant influence is lost is measured at fair value and this amount is regarded as the initial carrying amount of a financial asset. The difference between the fair value of any retained interest plus proceeds from the interest disposed of and the carrying amount of the investment at the date when equity method is discontinued is recognised in the profit or loss.




(a) Basis of consolidation (Cont’d)

(iii) Associates (Cont’d)

When the Group’s interest in an associate decreases but does not result in a loss of significant influence, any retained interest is not remeasured. Any gain or loss arising from the decrease in interest is recognised in profit or loss. Any gains or losses previously recognised in other comprehensive income are also reclassified proportionately to profit or loss if that gain or loss would be required to be reclassified to profit or loss on the disposal of the related assets or liabilities.

Investments in associates are measured in the Company’s statement of financial position at cost less any impairment losses, unless the investment is classified as held for sale or distribution. The cost of investment includes transaction costs.

(iv) Joint arrangements

Joint arrangements are arrangements of which the Group has joint control, established by contracts requiring unanimous consent for decisions about the activities that significantly affect the arrangements’ returns.

Joint arrangements are classified and accounted for as follows :

• Ajointarrangementisclassifiedas“jointoperation”whentheGrouportheCompanyhasrights to the assets and obligations for the liabilities relating to an arrangement. The Group accounts for each of its share of the assets, liabilities and transactions, including its share of those held or incurred jointly with the other investors, in relation to the joint operation.

• Ajointarrangementisclassifiedas“jointventure”whentheGrouphasrightsonlytothenet assets of the arrangements. The Group accounts for its interest in the joint venture using the equity method.

(v) Non-controlling interests

Non-controlling interests at the end of the reporting period, being the equity in a subsidiary not attributable directly or indirectly to the equity holders of the Company, are presented in the consolidated statement of financial position and statement of changes in equity within equity, separately from equity attributable to the owners of the Company. Non-controlling interests in the results of the Group is presented in the consolidated statement of profit or loss and other comprehensive income as an allocation of the profit or loss and the comprehensive income for the year between non-controlling interests and owners of the Company.

Losses applicable to the non-controlling interests in a subsidiary are allocated to the non-controlling interests even if doing so causes the non-controlling interests to have a deficit balance.

(vi) Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.

Unrealised gains arising from transactions with equity-accounted associates and joint ventures are eliminated against the investment to the extent of the Group’s interest in the investees. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.




(b) Financial instruments

(i) Recognition and initial measurement

A financial asset or a financial liability is recognised in the statement of financial position when, and only when, the Group or the Company becomes a party to the contractual provisions of the instrument.

A financial asset (unless it is a trade receivable without significant financing component) or a financial liability is initially measured at fair value plus or minus, for an item not at fair value through profit or loss, transaction costs that are directly attributable to its acquisition or issuance. A trade receivable without a significant financing component is initially measured at the transaction price.

An embedded derivative is recognised separately from the host contract where the host contract is not a financial asset, and accounted for separately if, and only if, the derivative is not closely related to the economic characteristics and risks of the host contract and the host contract is not measured at fair value through profit or loss. The host contract, in the event an embedded derivative is recognised separately, is accounted for in accordance with policy applicable to the nature of the host contract.

(ii) Financial instrument categories and subsequent measurement

Financial assets

Categories of financial assets are determined on initial recognition and are not reclassified subsequent to their initial recognition unless the Group or the Company changes its business model for managing financial assets in which case all affected financial assets are reclassified on the first day of the first reporting period following the change of the business model.

(a) Amortised cost

Amortised cost category comprises financial assets that are held within a business model whose objective is to hold assets to collect contractual cash flows and its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. The financial assets are not designated as fair value through profit or loss. Subsequent to initial recognition, these financial assets are measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.

Interest income is recognised by applying effective interest rate to the gross carrying amount except for credit impaired financial assets (see Note 2(k)(i)) where the effective interest rate is applied to the amortised cost.




(b) Financial instruments (Cont’d)

(ii) Financial instrument categories and subsequent measurement (Cont’d)

Financial assets (Cont’d)

(b) Fair value through profit or loss

All financial assets not measured at amortised cost are measured at fair value through profit or loss. This includes derivative financial assets (except for a derivative that is a designated and effective hedging instrument). On initial recognition, the Group or the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortised cost or at fair value through other comprehensive income as at fair value through profit or loss if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

Financial assets categorised as fair value through profit or loss are subsequently measured at their fair value. Net gains or losses, including any interest or dividend income, are recognised in the profit or loss.

All financial assets, except for those measured at fair value through profit or loss, are subject to impairment assessment (see Note 2(k)(i)).

Financial liabilities

The categories of financial liabilities at initial recognition are as follows :

Amortised cost

Financial liabilities not categorised as fair value through profit or loss are subsequently measured at amortised cost using the effective interest method.

Interest expense is recognised in the profit or loss. Any gains or losses on derecognition are also recognised in the profit or loss.

(iii) Financial guarantee contracts

A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due in accordance with the original or modified terms of a debt instrument.

Financial guarantees issued are initially measured at fair value. Subsequently, they are measured at higher of :

• theamountofthelossallowance;and• theamountinitiallyrecognisedless,whenappropriate,thecumulativeamountofincome

recognised in accordance to the principles of MFRS 15, Revenue from Contracts with Customers.

Liabilities arising from financial guarantees are presented together with other provisions.




(b) Financial instruments (Cont’d)

(iv) Derecognition

A financial asset or part of it is derecognised when, and only when, the contractual rights to the cash flows from the financial asset expire or transferred, or control of the asset is not retained or substantially all of the risk and rewards of ownership of the financial asset are transferred to another party. On derecognition of a financial asset, the difference between the carrying amount of the financial asset and the sum of the consideration received (including any new asset obtained less any new liability assumed) is recognised in the profit or loss.

A financial liability or a part of it is derecognised when, and only when, the obligation specified in the contract is discharged, cancelled or expires. A financial liability is also derecognised when its terms are modified and the cash flows of the modified liability are substantially different, in which case, a new financial liability based on modified terms is recognised at fair value. On derecognition of a financial liability, the difference between the carrying amount of the financial liability extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.

(v) Offsetting

Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group or the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and liability simultaneously.

(c) Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured at cost less any accumulated depreciation and any accumulated impairment losses.

Cost includes expenditures that are directly attributable to the acquisition of the asset and any other costs directly attributable to bringing the asset to working condition for its intended use, and the costs of dismantling and removing the items and restoring the site on which they are located. The cost of self-constructed assets also includes the cost of materials and direct labour. For qualifying assets, borrowing costs are capitalised in accordance with the accounting policy on borrowing costs.

Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.

When significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

The gain or loss on disposal of an item of property, plant and equipment is determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and is recognised net within “other income” and “other expenses” respectively in profit or loss.




(c) Property, plant and equipment (Cont’d)

(ii) Subsequent costs

The cost of replacing a component of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the component will flow to the Group or the Company, and its cost can be measured reliably. The carrying amount of the replaced component is derecognised to profit or loss. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.

(iii) Depreciation

Depreciation is based on the cost of an asset less its residual value. Significant components of individual assets are assessed, and if a component has a useful life that is different from the remainder of that asset, then that component is depreciated separately.

Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment from the date that they are available for use. Property, plant and equipment under construction are not depreciated until the assets are ready for their intended use.

The estimated useful lives for the current and comparative period are as follows :

Buildings 7 - 50 yearsOffice equipment, furniture and fittings 5 - 10 yearsSite equipment and machinery 5 - 10 yearsMotor vehicles 5 yearsRenovation 10 years

Depreciation methods, useful lives and residual values are reviewed at the end of the reporting period, and adjusted as appropriate.




(d) Leases

The Group has applied MFRS 16 using the modified retrospective approach, under which the cumulative effect of initial application is recognised as an adjustment to retained earnings at 1 April 2019. Accordingly, the comparative information presented for 2019 has not been restated - i.e. it is presented, as previously reported under MFRS 117, Leases and related interpretations.

Current financial year

(i) Definition of a lease

A contract is, or contains, a lease if the contract conveys a right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether :

• thecontract involvestheuseofan identifiedasset- thismaybespecifiedexplicitlyorimplicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified;

• thecustomerhastherighttoobtainsubstantiallyalloftheeconomicbenefitsfromuseofthe asset throughout the period of use; and

• thecustomerhastherighttodirecttheuseoftheasset.Thecustomerhasthisrightwhenithas the decision-making rights that are most relevant to changing how and for what purpose the asset is used. In rare cases where the decision about how and for what purpose the asset is used is predetermined, the customer has the right to direct the use of the asset if either the customer has the right to operate the asset; or the customer designed the asset in a way that predetermines how and for what purpose it will be used.

At inception or on reassessment of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease and non-lease component on the basis of their relative stand-alone prices. However, for leases of properties in which the Group is a lessee, it has elected not to separate non-lease components and will instead account for the lease and non-lease components as a single lease component.

(ii) Recognition and initial measurement

(a) As a lessee

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the respective Group entities’ incremental borrowing rate. Generally, the Group entities use their incremental borrowing rate as the discount rate.




(d) Leases (Cont’d)

Current financial year (Cont’d)

(ii) Recognition and initial measurement (Cont’d)

(a) As a lessee (Cont’d)

Lease payments included in the measurement of the lease liability comprise the following :

• fixedpayments,includingin-substancefixedpaymentslessanyincentivesreceivable;• variableleasepaymentsthatdependonanindexorarate,initiallymeasuredusing

the index or rate as at the commencement date;• theexercisepriceunderapurchaseoptionthattheGroupisreasonablycertainto

exercise; and• penaltiesforearlyterminationofaleaseunlesstheGroupisreasonablycertainnotto

terminate early.

The Group excludes variable lease payments that linked to future performance or usage of the underlying asset from the lease liability. Instead, these payments are recognised in profit or loss in the period in which the performance or use occurs.

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low-value assets. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

(b) As a lessor

When the Group acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease.

To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease.

If an arrangement contains lease and non-lease components, the Group applies MFRS 15 to allocate the consideration in the contract based on the stand-alone selling prices.

(iii) Subsequent measurement

(a) As a lessee

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.




(d) Leases (Cont’d)

Current financial year (Cont’d)

(iii) Subsequent measurement (Cont’d)

(a) As a lessee (Cont’d)

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a revision of in-substance fixed lease payments, or if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, or if the Group changes its assessment of whether it will exercise a purchase, extension or termination option.

When the lease liability is remeasured, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

(b) As a lessor

The Group recognises lease payments received under operating leases as income on a straight-line basis over the lease term as part of “revenue” and “other income”.

Previous financial year

As a lessee

(i) Finance lease

Leases in terms of which the Group or the Company assumed substantially all the risks and rewards of ownership were classified as finance leases. Upon initial recognition, the leased asset was measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset was accounted for in accordance with the accounting policy applicable to that asset.

Minimum lease payments made under finance leases were apportioned between the finance expense and the reduction of the outstanding liability. The finance expense was allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent lease payments were accounted for by revising the minimum lease payments over the remaining term of the lease when the lease adjustment was confirmed.

(ii) Operating lease

Leases, where the Group or the Company did not assume substantially all the risks and rewards of ownership were classified as operating leases and the leased assets were not recognised on the statements of financial position.

Payments made under operating leases were recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives received were recognised in profit or loss as an integral part of the total lease expense, over the term of the lease. Contingent rentals were charged to profit or loss in the reporting period in which they were incurred.




(e) Intangible assets

Development rights

Development rights are amortised based on the stage of completion of property development projects. Amortisation is recognised in profit or loss.

(f) Investment property

Investment property carried at cost

Investment properties are properties which are owned or held under a leasehold interest to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services or for administrative purposes. These include freehold land and leasehold land which in substance is a finance lease held for a currently undetermined future use. Investment properties initially and subsequently measured at cost are accounted for similarly to property, plant and equipment.

Transfer between investment property, property, plant and equipment and inventories do not change the carrying amount and the cost of the property transferred.

(g) Inventories

Inventories are measured at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.

(i) Properties under construction

Properties under construction comprise costs associated with the acquisition of land and all costs that are directly attributable to development activities or that can be allocated on a reasonable basis to such activities.

Properties under construction not recognised as an expense are recognised as an asset.

(ii) Completed development properties

Cost of completed development properties is determined on a specific identification basis and includes cost of land, direct building costs and other related development costs.

(iii) quota on low medium cost (“LMC”) and affordable housing

The LMC and affordable quota represents the remaining tradable quota available to the Group granted by the local council arising from the Group’s development of low and medium cost housing projects as well as quota acquired from external parties.




(h) Contract asset/Contract liability

A contract asset is recognised when the Group’s or the Company’s right to consideration is conditional on something other than the passage of time. A contract asset is subject to impairment in accordance to MFRS 9, Financial Instruments (see Note 2(k)(i)).

A contract liability is stated at cost and represents the obligation of the Group or the Company to transfer goods or services to a customer for which consideration has been received (or the amount is due) from the customers.

(i) Contract cost

(i) Incremental cost of obtaining a contract

The Group or the Company recognises incremental costs of obtaining contracts when the Group or the Company expects to recover these costs.

(ii) Costs to fulfil a contract

The Group or the Company recognises a contract cost that relates directly to a contract or to an anticipated contract as an asset when the cost generates or enhances resources of the Group or the Company, will be used in satisfying performance obligations in the future and it is expected to be recovered.

These contracts costs are initially measured at cost and amortised on a systematic basis that is consistent with the pattern of revenue recognition to which the assets relates. An impairment loss is recognised in the profit or loss when the carrying amount of the contract cost exceeds the expected revenue less expected cost that will be incurred. Where the impairment condition no longer exists or has improved, the impairment loss is reversed to the extent that the carrying amount of the contracts cost does not exceed the amount that would have been recognised had there been no impairment loss recognised previously.

(j) Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, balances and deposits with banks, including balances maintained pursuant to the Housing Developers (Housing Development Account) (Amendment) Regulations 2002, and highly liquid investments which have an insignificant risk of changes in fair value with original maturities of three months or less, and are used by the Group and the Company in the management of their short-term commitments. For the purpose of the statements of cash flows, cash and cash equivalents are presented net of bank overdrafts.

(k) Impairment

(i) Financial assets

The Group and the Company recognise loss allowances for expected credit losses on financial assets measured at amortised cost, contract assets and lease receivables. Expected credit losses are a probability-weighted estimate of credit losses.

The Group and the Company measure loss allowances at an amount equal to lifetime expected credit loss, except for debt securities that are determined to have low credit risk at the reporting date, cash and bank balance and other debt securities for which credit risk has not increased significantly since initial recognition, which are measured at 12-month expected credit loss. Loss allowances for trade receivables, contract assets and lease receivables are always measured at an amount equal to lifetime expected credit loss.




(k) Impairment (Cont’d)

(i) Financial assets (Cont’d)

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating expected credit loss, the Group and the Company consider reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group’s historical experience and informed credit assessment and including forward-looking information, where available.

Lifetime expected credit losses are the expected credit losses that result from all possible default events over the expected life of the asset, while 12-month expected credit losses are the portion of expected credit losses that result from default events that are possible within the 12 months after the reporting date. The maximum period considered when estimating expected credit losses is the maximum contractual period over which the Group and the Company are exposed to credit risk.

The Group and the Company estimate the expected credit losses on trade receivables with reference to historical credit loss experience.

An impairment loss in respect of financial assets measured at amortised cost is recognised in profit or loss and the carrying amount of the asset is reduced through the use of an allowance account.

At each reporting date, the Group and the Company assess whether financial assets carried at amortised cost are credit impaired. A financial asset is credit impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

The gross carrying amount of a financial asset is written off (either partially or full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Group or the Company determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s or the Company’s procedures for recovery amounts due.

(ii) Other assets

The carrying amounts of other assets (except for inventories, contract assets and deferred tax assets) are reviewed at the end of each reporting period to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash-generating units.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs of disposal. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or cash-generating unit.




(k) Impairment (Cont’d)

(ii) Other assets (Cont’d)

An impairment loss is recognised if the carrying amount of an asset or its related cash-generating unit exceeds its estimated recoverable amount.

Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of cash-generating units are allocated to reduce the carrying amounts of the assets in the cash-generating unit (groups of cash-generating units) on a pro rata basis.

Impairment losses recognised in prior periods are assessed at the end of each reporting period for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount since the last impairment loss was recognised. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. Reversals of impairment losses are credited to profit or loss in the financial year in which the reversals are recognised.

(l) Equity instruments

Instruments classified as equity are measured at cost on initial recognition and are not remeasured subsequently.

Ordinary shares

Ordinary shares are classified as equity.

(m) Employee benefits

(i) Short-term employee benefits

Short-term employee benefit obligations in respect of salaries, annual bonuses, paid annual leave and sick leave are measured on an undiscounted basis and are expensed as the related service is provided.

A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

(ii) State plans

The Group’s contributions to statutory pension funds are charged to profit or loss in the financial year to which they relate. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available.




(n) Provisions

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost.

(o) Revenue and other income

(i) Revenue from contracts with customers

Revenue is measured based on the consideration specified in a contract with a customer in exchange for transferring goods or services to a customer, excluding amounts collected on behalf of third parties. The Group or the Company recognises revenue when (or as) it transfers control over a product or service to customer. An asset is transferred when (or as) the customer obtains control of the asset.

The Group or the Company transfers control of a good or service at a point in time unless one of the following over time criteria is met :

(a) the customer simultaneously receives and consumes the benefits provided as the Group or the Company performs;

(b) the Group’s or the Company’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or

(c) the Group’s or the Company’s performance does not create an asset with an alternative use and the Group or the Company has an enforceable right to payment for performance completed to date.

(ii) Rental income

Rental income from property is recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives granted are recognised as an integral part of the total rental income, over the term of the lease. Rental income from sub-leased property is recognised as other income.

(iii) Dividend income

Dividend income is recognised in profit or loss on the date that the Group’s or the Company’s right to receive payment is established, which in the case of quoted securities is the ex-dividend date.

(iv) Interest income

Interest income is recognised as it accrues using the effective interest method in profit or loss except for interest income arising from temporary investment of borrowings taken specifically for the purpose of obtaining a qualifying asset which is accounted for in accordance with the accounting policy on borrowing costs.




(p) Borrowing costs

Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method.

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised as part of the cost of those assets.

The capitalisation of borrowing costs as part of the cost of a qualifying asset commences when expenditure for the asset is being incurred, borrowing costs are being incurred and activities that are necessary to prepare the asset for its intended use or sale are in progress. Capitalisation of borrowing costs is suspended or ceases when substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are interrupted or completed.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

(q) Income tax

Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in profit or loss except to the extent that it relates to a business combination.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted by the end of the reporting period, and any adjustment to tax payable in respect of previous financial years.

Deferred tax is recognised using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities in the statement of financial position and their tax bases. Deferred tax is not recognised for the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the end of the reporting period.

The amount of deferred tax recognised is measured based on the expected manner of realisation or settlement of the carrying amount of the assets and liabilities, using tax rates enacted or substantively enacted at the reporting date. Deferred tax assets and liabilities are not discounted.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same taxation authority on the same taxable entity, or on different tax entities, but they intend to settle current tax assets and liabilities on a net basis or their tax assets and liabilities will be realised simultaneously.

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised. Deferred tax assets are reviewed at the end of each reporting period and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.




(r) Earnings per ordinary share

The Group presents basic and diluted earnings per share data for its ordinary shares (“EPS”).

Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period, adjusted for own shares held.

Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, adjusted for own shares held, for the effects of all dilutive potential ordinary shares.

(s) Operating segments An operating segment is a component of the Group that engages in business activities from which it

may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. Operating segment’s results are reviewed regularly by the chief operating decision maker (“CODMs”), which in this case is the Chief Executive Officer of the Group, to make decisions about resources to be allocated to the segment and to assess its performance, and for which discrete financial information is available.

(t) Contingencies

Contingent liabilities

Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is not recognised in the statements of financial position and is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events, are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.

(u) Fair value measurements

Fair value of an asset or a liability, except for share-based payment and lease transactions, is determined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The measurement assumes that the transaction to sell the asset or transfer the liability takes place either in the principal market or in the absence of a principal market, in the most advantageous market.

For non-financial asset, the fair value measurement takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. Fair value is categorised into different levels in a fair value hierarchy based on the input used in the valuation technique as follows:

Level 1 : quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group can access at the measurement date.

Level 2 : inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 : unobservable inputs for the asset or liability.

The Group recognises transfers between levels of the fair value hierarchy as of the date of the event or change in circumstances that caused the transfers.



3. PROPERTy, PLANT AND EquIPMENT

Office Site equipment, equipment Capital furniture and Motor work-in- Buildings and fittings machinery vehicles Renovation progress Total RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Group

Cost

At 1 April 2018 31,534 7,939 30,332 6,751 2,566 1,878 81,000

Additions – 35 603 623 – 2,962 4,223Disposals – (18) (326) (71) – – (415)Writeoff – (57) (4,783) – – – (4,840)Reclassification 4,840 – – – – (4,840) –

At 31 March 2019/ 1April2019 36,374 7,899 25,826 7,303 2,566 – 79,968

Additions – 16 – – 395 498 909Disposals – – – (286) (50) – (336)Writeoff – (777) – – (2,179) – (2,956)Reclassification – 23 – – (23) – –

At 31 March 2020 36,374 7,161 25,826 7,017 709 498 77,585

Depreciation and impairment loss

At 1 April 2018

Accumulated depreciation 2,246 5,869 24,708 4,511 1,070 – 38,404 Accumulated impairmentloss 4,000 – – – 1,396 – 5,396

6,246 5,869 24,708 4,511 2,466 – 43,800

Depreciation fortheyear 803 426 2,710 779 26 – 4,744Disposals – (18) (266) (71) – – (355)Writeoff – (54) (4,359) – – – (4,413)

At 31 March 2019


7,049 6,223 22,793 5,219 2,492 – 43,776



3. PROPERTy, PLANT AND EquIPMENT (CONT’D)


Group

Depreciation and impairment loss (Cont’d)

At 1 April 2019


7,049 6,223 22,793 5,219 2,492 – 43,776

Depreciation fortheyear 1,322 383 1,376 733 34 – 3,848Disposals – – – (286) (31) – (317)Writeoff – (676) – – (2,176) – (2,852)Reclassification – 13 – – (13) – –

At 31 March 2020

Accumulated depreciation 4,371 5,943 24,169 5,666 306 – 40,455 Accumulated impairmentloss 4,000 – – – – – 4,000

8,371 5,943 24,169 5,666 306 – 44,455

Carrying amounts

At 1 April 2018 25,288 2,070 5,624 2,240 100 1,878 37,200

At 31 March 2019/ 1April2019 29,325 1,676 3,033 2,084 74 – 36,192

At 31 March 2020 28,003 1,218 1,657 1,351 403 498 33,130





Company

Cost

At1April2018 22,444 914 – 3,818 73 – 27,249 Additions – 22 575 296 – – 893Transfer from asubsidiary – – 44 – – – 44Disposals – (1) – – – – (1)Writeoff – (1) – – – – (1)

At 31 March 2019/ 1April2019 22,444 934 619 4,114 73 – 28,184

Additions – 7 – – – 518 525Transfer to asubsidiary – – – – (23) – (23)Disposals – – – – (50) – (50)Writeoff – (29) – – – – (29)

At31March2020 22,444 912 619 4,114 – 518 28,607

Depreciation

At1April2018 1,906 325 – 1,970 34 – 4,235 Depreciation fortheyear 449 95 34 632 7 – 1,217Disposals – (1) – – – – (1)

At 31 March 2019/ 1April2019 2,355 419 34 2,602 41 – 5,451 Depreciation fortheyear 449 92 62 567 3 – 1,173Transfer to asubsidiary – – – – (13) – (13)Disposals – – – – (31) – (31)Writeoff – (29) – – – – (29)

At31March2020 2,804 482 96 3,169 – – 6,551

Carrying amounts

At1April2018 20,538 589 – 1,848 39 – 23,014

At 31 March 2019/ 1April2019 20,089 515 585 1,512 32 – 22,733

At31March2020 19,640 430 523 945 – 518 22,056




3.1 Leased equipment and motor vehicles

At 31 March 2020, the net carrying amounts of leased equipment and motor vehicles of the Group and of the Company were RM1,291,000 (2019 : RM2,337,000) and RM929,000 (2019 : RM1,431,000) respectively.

3.2 Security The leased equipment and motor vehicles secure lease obligations (see Note 17).

At 31 March 2020, buildings of the Group and of the Company with a carrying amount of RM19,640,000 (2019 : RM20,089,000) have been pledged to secure banking facilities granted to the Group and to the Company (see Note 17).

3.3 Motor vehicles held in trust

At 31 March 2020, included in property, plant and equipment of the Group and of the Company are motor vehicles held in trust by a Director of the Company with a carrying amount of RM256,000 (2019 : RM374,000).

4. RIGHT-OF-uSE ASSETS

Office building RM

Group

At1April2019 –Addition 602Depreciation (50)

At 31 March 2020 552

The Group leases an office building that runs up to 3 years, with an option to renew the lease after that date.

4.1 Extension option

The lease of office building contains an extension option exercisable by the Group up to 2 years before the end of the contract period. Where practicable, the Group seeks to include extension options in new leases to provide operational flexibility. The extension option held is exercisable only by the Group and not by the lessor. The Group assesses at lease commencement whether it is reasonably certain to exercise the extension option. The Group reassesses whether it is reasonably certain to exercise the option if there is a significant event or significant change in circumstances within its control.

The extension option of the lease is currently included in the lease term as the Group assessed that it is reasonably certain to exercise the extension option, which is supported by the high historical rate of extensions exercised by the Group. Hence, as at 31 March 2020, there are no potential future lease payments not included in lease liabilities.



4. RIGHT-OF-uSE ASSETS (CONT’D)

4.2 Judgements and assumptions in relation to lease

The Group assesses at lease commencement by applying judgement whether it is reasonably certain to exercise the extension option. Group entities consider all facts and circumstances including their past practice and any cost that will be incurred to change the asset if an option to extend is not taken, to help them determine the lease term.

The Group also applied judgement and assumptions in determining the incremental borrowing rate of the lease. Group entities first determine the closest available borrowing rates before using judgement to determine the adjustments required to reflect the term, security, value or economic environment of the lease.

5. INVESTMENT PROPERTIES

Freehold Freehold Freehold residential commercial buildings lots retail lots Total RM’000 RM’000 RM’000 RM’000

Group

Cost

At 1 April 2018/31 March 2019/ 1 April 2019 12,069 1,055 4,329 17,453Disposal – – (168) (168)Reclassificationtoinventories – (925) – (925)

At 31 March 2020 12,069 130 4,161 16,360

Depreciation

At 1 April 2018 1,273 64 875 2,212 Depreciation for the year 273 21 87 381 At 31 March 2019/1 April 2019 1,546 85 962 2,593

Depreciation for the year 273 21 84 378Disposal – – (42) (42)Reclassificationtoinventories – (62) – (62) At 31 March 2020 1,819 44 1,004 2,867

Carrying amounts

At 1 April 2018 10,796 991 3,454 15,241

At 31 March 2019/1 April 2019 10,523 970 3,367 14,860

At 31 March 2020 10,250 86 3,157 13,493



5. INVESTMENT PROPERTIES (CONT’D)

Freehold buildings RM’000

Company

Cost

At 1 April 2018/31 March 2019/1 April 2019/31 March 2020 14,000

Depreciation

At 1 April 2018 1,318

Depreciation for the year 280 At 31 March 2019/1 April 2019 1,598

Depreciation for the year 280

At 31 March 2020 1,878

Carrying amounts

At 1 April 2018 12,682

At 31 March 2019/1 April 2019 12,402

At 31 March 2020 12,122

Investment properties comprise a number of buildings, residential lots and commercial retail lots that are leased to third parties or are currently vacant. No contingent rents are charged. The carrying amount of freehold buildings of the Company is higher than the Group as they were acquired from a subsidiary at a higher cost.

During the financial year, the Group has transferred a property from investment properties to inventories following the change in intention by management.

At 31 March 2020, investment properties of the Group and of the Company with a carrying amount of RM12,628,000 (2019 : RM13,092,000) and RM12,122,000 (2019 : RM12,402,000) respectively, have been pledged to secure banking facilities granted to the Group and to the Company (see Note 17).




The following are recognised in profit or loss :

2020 2019 RM’000 RM’000

Group Lease income 502 539Direct operating expenses : - income generating investment properties 679 747 - non-income generating investment properties 126 82

Company

Lease income 471 480Direct operating expenses : - income generating investment properties 676 676

The operating lease payments to be received are as follows :

Group Company 2020 2019 2020 2019 RM’000 RM’000 RM’000 RM’000

Less than one year 487 502 461 471Onetotwoyears 514 – 504 –Twotothreeyears 505 – 504 –

Total undiscounted lease payments 1,506 502 1,469 471

Fair value information

Fair value of investment properties is categorised as follows :

2020 2019 Level 3 Level 3 RM’000 RM’000

Group Investment properties 20,135 21,320

Company

Investment properties 14,000 14,000




Valuation processes applied by the Group for Level 3 fair value

The fair value of investment properties is determined using the following key methods :

- Latest available market information and recent experience and knowledge in the location and category of property being valued;

- Comparison of the Group’s and of the Company’s investment properties with similar properties that were published for sale within the same locality or other comparable localities; and

- Enquiries from relevant property valuers and real estate agents on market conditions and changing market trends.

6. INTANGIBLE ASSETS

Development rights RM’000

Group

Cost


Carrying amounts


7. INVESTMENTS IN SuBSIDIARIES

Note 2020 2019 RM’000 RM’000

Company

Cost of investment 202,420 200,920Less : Impairment loss 7.1 (8,158) (7,998)

194,262 192,922

During the financial year, the Company subscribed an additional 1,500,000 ordinary shares in Ivory Meadows Sdn. Bhd. for a total cash consideration of RM1,500,000.

7.1 Impairment loss

During the current and previous financial years, the Company recognised impairment losses on certain investments in subsidiaries as these subsidiaries are unlikely to turn profitable in the foreseeable future.



7. INVESTMENTS IN SuBSIDIARIES (CONT’D)

Details of the subsidiaries are as follows :

Name of entityCountry of

incorporation Principal activities

Effective ownership interest and

voting interest2020

%2019

%

Ivory Associates Sdn. Bhd. (“IASB”)

Malaysia Property development and construction activities

100 100

Ivory Gleneary Sdn. Bhd. (“IGSB”)

Malaysia Property development 100 100

Ivory Square Sdn. Bhd. (“ISSB”)*


Ivory Meadows Sdn. Bhd. (“IM”)*

Malaysia Property holding for future development

100 100

Ivory Property Management Services Sdn. Bhd. (“IPMS”)*

Malaysia Property management services 100 100

G & A Consultancy Sdn. Bhd. (“G&A”)*

Malaysia Engineering and architectural consultancy services

100 100

Ivory Indah Sdn. Bhd. (“IISB”)


100 100

Ivory Furniture & Interior Sdn. Bhd. (“IFSB”)*

Malaysia Interior designer and contractor in interior decoration and furnishing

100 100

Ivory Times Square Sdn. Bhd. (“ITS”)*

Malaysia Property development, tenancy management services, sub-letting of properties and providing utilities services

100 100

Ivory Utilities Sdn. Bhd. (“IUSB”)

Malaysia Investment holding 100 100

Sunlink Properties Sdn. Bhd. (“Sunlink”)*


100 100




Details of the subsidiaries are as follows (Cont’d) :




voting interest2020

%2019

%

Ivory Media Sdn. Bhd. (“IMD”)*

Malaysia Advertising services and sub-letting of properties. Became dormant during the financial year.

100 100

Ivory Residence Sdn. Bhd. (“IRSB”)


100 100

Ivory View Sdn. Bhd. (“IWSB”)*


100 100

Ivory Villas Sdn. Bhd. (“IVSB”)


TTG Holdings Sdn. Bhd. (“TTGH”)*


Ivory Place Sdn. Bhd. (“IPSB”)^

Malaysia Dormant 70 70

G Ivory Sdn. Bhd. (“G Ivory”)*


Ivory World City Sdn. Bhd. (“IWC”)*


Alshem Development Sdn. Bhd. (“ADSB”)*


Ikhlas Johan Sdn. Bhd. (“IJSB”)*


Ivory Continental Sdn. Bhd. (“ICSB”)*


100 100




Details of the subsidiaries are as follows (Cont’d) :




voting interest2020

%2019

%

Subsidiary of IASB

Tanjong Tokong Garden Development Sendirian Berhad (“TTGD”)*


Subsidiary of IJSB

Ivory Tres Venture Sdn. Bhd. (“ITV”) (formerly known as Ivory Koagro Tres Venture Sdn. Bhd.)* #


Ivory Uno Venture Sdn. Bhd. (“IUV”) (formerly known as Ivory Koagro Uno Venture Sdn. Bhd.)* #


Ivory Dos Venture Sdn. Bhd. (“IDV”) (formerly known as Ivory Koagro Dos Venture Sdn. Bhd.)* #


* Not audited by KPMG PLT.

# On 1 August 2019, Ikhlas Johan Sdn. Bhd. completed the acquisition of the remaining 50% entity interests in these joint ventures. Consequently, these entities became wholly-owned subsidiaries of Ikhlas Johan Sdn. Bhd..

^ The non-controlling interests in the subsidiary is not material to the Group and hence, no further information is disclosed.



8. INVESTMENTS IN ASSOCIATES

2020 2019 RM’000 RM’000

Group

Investment in shares 639 649Share of post-acquisition reserves (57) (51)

582 598

Company

Investment in shares 639 639

Details of the associates are as follows :




voting interest2020

%2019

%

Park Vue Realty Sdn. Bhd. (“PVR”)

Malaysia Investment holding and money lenders

45 45

Associate of IGSB

George Town Bids Sdn. Bhd.

Malaysia Provision of management and regeneration activities for George Town business improvement district. The Company was struck off during the financial year.

– 20

Both the associates are not material to the Group and hence, no further information is disclosed.

9. INVESTMENTS IN JOINT VENTuRES

2020 2019 RM’000 RM’000

Group

Investmentinshares – 113Shareofpost-acquisitionreserves – 37,978

– 38,091



9. INVESTMENTS IN JOINT VENTuRES (CONT’D)

Details of the joint ventures are as follows :




voting interest2020

%2019

%

Joint ventures of Ikhlas Johan Sdn Bhd

Ivory Tres Venture Sdn. Bhd. (“ITV”) (formerly known as Ivory Koagro Tres Venture Sdn. Bhd.) #


Ivory Uno Venture Sdn. Bhd. (“IUV”) (formerly known as Ivory Koagro Uno Venture Sdn. Bhd.) #


Ivory Dos Venture Sdn. Bhd. (“IDV”) (formerly known as Ivory Koagro Dos Venture Sdn. Bhd.) #


Joint venture of Ivory utilities Sdn. Bhd.

Tropicana Ivory Sdn. Bhd. (“TISB”) ^

Malaysia Property development – 45

# On 1 August 2019, Ikhlas Johan Sdn. Bhd. completed the acquisition of the remaining 50% equity interests in these joint ventures. Consequently, these entities became wholly-owned subsidiaries of Ikhlas Johan Sdn. Bhd..

^ On 1 November 2019, Ivory Utilities Sdn. Bhd. (“IUSB”) entered into a share sale agreement with a third party to dispose of its entire 45% equity interest in Tropicana Ivory Sdn. Bhd. (see Note 34(b)).



10. DEFERRED TAX ASSETS/(LIABILITIES)

Recognised deferred tax assets/(liabilities)

Deferred tax assets and liabilities are attributable to the following :

Assets Liabilities Net 2020 2019 2020 2019 2020 2019 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Group

Property, plant and equipment 66 170 (130) (163) (64) 7Inventories 3,621 1,969 (11,457) (7,290) (7,836) (5,321)Contractcosts 46 72 – – 46 72Contractliabilities 10,923 7,552 – – 10,923 7,552Taxlosscarry-forwards – 2,368 – – – 2,368Capital allowance carry-forwards 794 432 – – 794 432Provisions 1,354 1,360 – – 1,354 1,360

Tax assets/(liabilities) 16,804 13,923 (11,587) (7,453) 5,217 6,470

Setoffoftax (9,194) (4,689) 9,194 4,689 – –

Net tax assets/(liabilities) 7,610 9,234 (2,393) (2,764) 5,217 6,470

Movement in temporary differences during the year

Recognised At Recognised At in profit 31 March in profit At 1 April or loss 2019/ or loss 31 March 2018 (Note 25) 1 April 2019 (Note 25) 2020 RM’000 RM’000 RM’000 RM’000 RM’000

Group

Property, plant and equipment (217) 224 7 (71) (64)Inventories (6,814) 1,493 (5,321) (2,515) (7,836)Contract costs 122 (50) 72 (26) 46Contract liabilities 7,622 (70) 7,552 3,371 10,923Taxlosscarry-forwards 2,572 (204) 2,368 (2,368) –Capital allowance carry-forwards 2,199 (1,767) 432 362 794Provisions 59 1,301 1,360 (6) 1,354

5,543 927 6,470 (1,253) 5,217



10. DEFERRED TAX ASSETS/(LIABILITIES) (CONT’D)

unrecognised deferred tax assets

Deferred tax assets have not been recognised in respect of the following items (stated at gross) :

2020 2019 RM’000 RM’000

Group

Tax loss carry-forwards 67,304 43,893Capital allowance carry-forwards 8,627 8,302Provisions 9,979 11,145

85,910 63,340

Company Tax loss carry-forwards 1,808 2,787Capital allowance carry-forwards 681 446Provisions – 596

2,489 3,829

Deferred tax assets are only recognised to the extent that it is probable that future taxable profits will be available against which these assets can be utilised.

Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profits will be available against which the Group and the Company can utilise the benefits therefrom.

Significant judgements and assumptions

Assumptions on generation of future taxable profits depend on management’s estimates of future cash flows, which are closely linked to the outcome of future projects. Judgement is also required on the application of income tax legislation. These judgements and assumptions are subject to risks and uncertainty, hence there is a possibility that changes in circumstances will alter expectations, which may impact the amount of unrecognised tax losses and capital allowances, and hence the amount of deferred tax assets recognised in the statements of financial position.

Effective from year of assessment 2019 as stipulated in the Finance Act 2018, the tax loss carry-forwards as at 31 March 2019 and thereafter will only be available for carry forward for a period of 7 consecutive years. Any amounts not utilised upon expiry of the 7 years will be disregarded. During the financial year, the Group has derecognised all deferred tax assets previously recognised in respect of tax loss carry-forwards, judging by the current economic situation as disclosed in Note 34(e) to the financial statements, which casts doubt on the Group entities ability to utilise the tax loss carry-forwards prior to expiry.

The comparative figures have been restated to reflect the revised tax loss carry-forwards, capital allowance carry-forwards and provisions available to the Group and to the Company.



11. INVENTORIES

Note 2020 2019 RM’000 RM’000

Group

At cost :Properties under construction 11.1 304,657 151,098Completed development properties 11.2 19,474 58,598LMC and affordable quota 24,881 24,881

349,012 234,577

At net realisable value :Completed development properties 11.2 41,991 14,375LMC and affordable quota 16,490 16,490

58,481 30,865

407,493 265,442

Company

At cost :LMC and affordable quota 14,981 14,981

At net realisable value :LMC and affordable quota 16,490 16,490

31,471 31,471

Significant judgements and assumptions

During the financial year, the Group has written down certain inventories to their net realisable value to cater for revision in selling prices downwards to stimulate demand and lower potential realisable values of unsold completed development properties in light of the current economic situation as disclosed in Note 34(e) to the financial statements. The amounts of inventories written down of RM3,732,000 (2019 : RM2,027,000) and Nil (2019 : RM776,000) were recognised in other expenses of the Group and the Company respectively.



11. INVENTORIES (CONT’D)

11.1 Properties under construction

2020 2019 RM’000 RM’000

Group

Freehold land 223,216 73,278Development costs 81,441 77,820

304,657 151,098

Security

At 31 March 2020, properties under construction of the Group with a carrying amount of RM120,262,000 (2019 : RM120,600,000) have been pledged to secure banking facilities granted to the Group (see Note 17).

11.2 Completed development properties

Security

At 31 March 2020, completed development properties of the Group with a carrying amount of RM10,776,000 (2019 : RM11,960,000) have been pledged to secure banking facilities granted to the Group (see Note 17).

12. CONTRACT WITH CuSTOMERS

12.1 Contract assets/(liabilities)

2020 2019 RM’000 RM’000

Group

Contract assets 6,665 43,496

Contract liabilities (61,793) (40,587)

The contract assets primarily relate to the Group’s rights to consideration for work completed on construction contracts and/or property development activities but not yet billed at the reporting date. The amount will be billed on achievement of billing milestones as per the contracts.

The contract liabilities primarily relate to the advance consideration received from customers for construction contracts and/or property development activities, which revenue is recognised over time during the construction and/or development of properties. The contract liabilities are expected to be recognised as revenue over a period of 2 to 3 years.

The changes in contract assets and contract liabilities during the current and previous financial years were mainly due to the recognition of revenue and progress billings raised.



12. CONTRACT WITH CuSTOMERS (CONT’D)

12.2 Contracts costs

2020 2019 RM’000 RM’000

Group Cost to obtain a contract 228 303Cost to fulfil a contract 3,527 5,086

3,755 5,389

Cost to obtain a contract

Cost to obtain a contract primarily comprises incremental commission fees paid to sales agents as a result of obtaining contracts and they are recoverable.

Capitalised commission fees are amortised when the related revenues are recognised. In 2020, the amount of amortisation was RM75,000 (2019 : RM208,000).

Cost to fulfil a contract

Land and its related acquisition costs that are attributable to units sold are presented as contract fulfilment costs.

These costs are amortised when the related revenues are recognised. In 2020, the amount of amortisation is RM1,559,000 (2019 : RM4,072,000).

13. TRADE AND OTHER RECEIVABLES

Note 2020 2019 RM’000 RM’000

Group

Trade

Amountduefromajointventure 13.1 – 5,117Trade receivables 13.2 123,965 66,385

123,965 71,502

Non-trade

Amountsduefromjointventures 13.1 – 25Other receivables 13.3 2,052 5,458Indirect tax refundable 906 1,620Deposits 13.4 60,894 49,322Prepayments 13.5 32,020 72,078

95,872 128,503

219,837 200,005



13. TRADE AND OTHER RECEIVABLES (CONT’D)

Note 2020 2019 RM’000 RM’000

Company

Non-current

Non-trade

Amounts due from subsidiaries 13.6 145,288 124,664

Current

Trade

Amounts due from subsidiaries 13.6 3,022 1,298

Non-trade

Amounts due from subsidiaries 13.6 3,317 10,297Amountsduefromjointventures 13.1 – 25Other receivables 253 699Deposits 13.4 11,262 9,079Prepayments 3 172

14,835 20,272

17,857 21,570

163,145 146,234

13.1 Amounts due from joint ventures

The trade amount due from a joint venture of the Group was retention sum of RM Nil (2019 : RM5,117,000) relating to construction work-in-progress. Retention sum was unsecured, interest free and has been collected during the current financial year.

The non-trade amounts due from joint ventures were unsecured, interest free and repayable on demand.

13.2 Trade receivables

Included in trade receivables is an amount of RM39,000 (2019 : RM131,000) due from a company in which a Director of the Company has substantial financial interest.

13.3 Other receivables

Included in other receivables of the Group is an amount of RM18,000 (2019 : RM62,000) due from a company in which a Director of the Company has substantial financial interest.



13. TRADE AND OTHER RECEIVABLES (CONT’D)

13.4 Deposits

(i) Included in deposits of the Group and of the Company is an amount of RM700,000 (2019 : RM700,000) being payment made for the purchase of LMC quota.

(ii) Included in deposits of the Group and of the Company is an amount of RM10,000,000 (2019 : RM13,000,000) and RM8,000,000 (2019 : RM8,000,000) respectively, being refundable earnest deposits paid to tender for potential development projects.

(iii) Included in deposits of the Group is an amount of RM48,656,000 (2019 : RM33,636,000) being deposit paid for the acquisition of development land.

13.5 Prepayments

Included in prepayments of the Group is an amount of RM26,315,000 (2019 : RM65,670,000) being proprietor entitlement paid to land owners for the development of joint venture projects. An amount of RM41,622,000 has been transferred to development costs during the financial year following the deemed sale of land to the Group.

13.6 Amounts due from subsidiaries

The non-current non-trade amounts due from subsidiaries are unsecured, bear interest rate at 5.5% (2019 : 6.1%) per annum and are unlikely to be realised within twelve months after the end of the reporting period.

The current trade amounts due from subsidiaries are unsecured, interest free and subject to normal trade terms.

The current non-trade amounts due from subsidiaries are unsecured, interest free and repayable on demand, except for an amount of RM2,114,000 (2019 : RM3,109,000) which bears interest rate at 5.5% (2019 : 6.1%) per annum.

14. SHORT-TERM INVESTMENTS

2020 2019 RM’000 RM’000

Group Fixed deposits with licensed banks with tenure more than 3 months 15,294 14,934Unit trust money market funds 2,114 33,317

17,408 48,251

Company

Unit trust money market funds 45 2,598

Included in fixed deposits with licensed banks are RM15,294,000 (2019 : RM14,934,000) pledged to secure banking facilities granted to the Group and to the Company (see Note 17), of which an amount of RM1,832,000 (2019 : RM1,771,000) was held in trust by a Director of the Company.



15. CASH AND CASH EquIVALENTS

2020 2019 RM’000 RM’000

Group

Short-term deposits 90 4,564Cash and bank balances 10,526 16,463

10,616 21,027

Company

Short-termdeposits – 500Cash and bank balances 1,699 1,027

1,699 1,527

Included in cash and bank balances of the Group is an amount of RM2,308,000 (2019 : RM3,581,000) held under Housing Development Account as required under the Housing Developers (Housing Development Account) (Amendment) Regulations 2002.

16. SHARE CAPITAL

2020 2019 Number Number of shares Amount of shares Amount ’000 RM’000 ’000 RM’000

Group and Company

Issued and fully paid shares with no par value classified as equity instruments 490,080 226,440 490,080 226,440

Ordinary shares

The holders of ordinary shares are entitled to receive dividends as declared from time to time, and are entitled to one vote per share at meetings of the Company.



17. LOANS AND BORROWINGS

2020 2019 RM’000 RM’000

Group

Non-current

Secured :Term loans 34,601 39,121Finance lease liabilities 630 1,183

35,231 40,304

Current

Secured :Term loans 39,039 75,998Finance lease liabilities 553 1,007Bank overdrafts 953 523Revolving credits 8,384 10,110

48,929 87,638

84,160 127,942

Company

Non-current

Secured : Term loans 14,732 16,334Finance lease liabilities 400 845 15,132 17,179

Current

Secured : Term loans 1,610 1,527Finance lease liabilities 445 480

2,055 2,007 17,187 19,186



17. LOANS AND BORROWINGS (CONT’D)

17.1 Securities

Term loans and bank overdrafts

The Group’s and the Company’s term loans and/or bank overdrafts are secured by way of :

i) first party legal charge or assignment over the Group’s and the Company’s buildings, investment properties and/or inventories (see Notes 3, 5 and 11);

ii) a debenture incorporating fixed and floating charge over the Group’s present and future assets;

iii) fixed deposits (see Note 14);

iv) corporate guarantees by the Company and its subsidiaries;

v) joint and several guarantees by certain Directors of the Company;

vi) third party legal charge over inventories of certain subsidiaries;

vii) project account of certain subsidiaries; and

viii) assignment of sales proceed of certain projects.

Revolving credits

The Group’s revolving credits are secured by way of :

i) third party first legal charges over inventories of certain subsidiaries;

ii) assignment of all sales/rental proceeds of charged properties;

iii) fixed deposits (see Note 14);

iv) memorandum of charge over the Joint Account;

v) corporate guarantee by the Company; and

vi) irrevocable and unconditional Standby Letter of Credit from Bank of East Asia.



17. LOANS AND BORROWINGS (CONT’D)

17.2 Finance lease liabilities

Finance lease liabilities are payable as follows :

2020 2019 Present Present Future value of Future value of minimum minimum minimum minimum lease lease lease lease payments Interest payments payments Interest payments RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Group

Less than one year 591 (38) 553 1,082 (75) 1,007Between one and five years 650 (20) 630 1,241 (58) 1,183 1,241 (58) 1,183 2,323 (133) 2,190

Company

Less than one year 471 (26) 445 527 (47) 480Between one and five years 409 (9) 400 880 (35) 845 880 (35) 845 1,407 (82) 1,325



18. TRADE AND OTHER PAyABLES

Note 2020 2019 RM’000 RM’000

Group

Trade

Trade payables 161,492 68,617

Non-trade

Amount due to a Director 18.1 24 441Other payables 18.2 12,249 23,807Indirect tax payable 20 120Accrued expenses 10,324 8,253

22,617 32,621

184,109 101,238

Company

Trade

Amountsduetosubsidiaries 18.1 – 489

Non-trade

Amounts due to subsidiaries 18.1 28,941 39,362Amount due to a Director 18.1 24 441Other payables 18.2 1,193 1,002Indirect tax payable 12 16Accrued expenses 731 1,220

30,901 42,041

30,901 42,530

18.1 Amounts due to subsidiaries and a Director

The trade amounts due to subsidiaries were unsecured, interest free and subject to normal trade terms.

The non-trade amounts due a Director are unsecured, interest free and repayable on demand.

The non-trade amounts due to subsidiaries are unsecured, repayable on demand, except for an amount of RM28,078,000 (2019 : RM39,178,000) which bears interest at 5.5% (2019 : 6.1%) per annum.



18. TRADE AND OTHER PAyABLES (CONT’D)

18.2 Other payables

(i) Included in other payables of the Group is an amount of RM7,500,000 (2019 : RM7,500,000) being deposit received for the disposal of a freehold land, which has not been completed pending settlement of the litigation case as disclosed in Note 32 to the financial statements.

(ii) Included in other payables of the Group is an amount of RM Nil (2019 : RM10,000,000) being the deposit received for the disposal of an investment in joint venture. The disposal was completed on 13 November 2019. (see Note 34(b)).

(iii) Included in other payables of the Group is an amount of RM14,000 (2019 : RM4,000) due to a company in which a Director of the Company has substantial financial interest.

19. REVENuE


Revenue from contracts with customers

Over time-Saleofdevelopmentproperties 40,396 107,347 – –- Project management fees 2,128 11,046 54 4,736-Constructioncontracts 10,555 9,390 – –- Management fees fromsubsidiaries – – 6,637 8,380

53,079 127,783 6,691 13,116

At a point in time- Sale of completed developmentproperties 9,443 19,079 – –-LMCquota – 13,696 – –

9,443 32,775 – –

62,522 160,558 6,691 13,116

Other revenue

- Dividend income fromsubsidiaries – – 43,500 46,100

Total revenue 62,522 160,558 50,191 59,216

All the revenue of the Group and of the Company are derived solely in Malaysia.


NOTES TO ThE FINANCIAL STATEMENTS19

. R

EV

EN

uE

(CO

NT

’D)

19.1

N

atur

e o

f g

oo

ds

and

ser

vice

s

The

follo

win

g in

form

atio

n re

flect

s th

e ty

pic

al t

rans

actio

ns o

f the

Gro

up a

nd t

he C

omp

any

:

Nat

ure

of

go

od

so

r se

rvic

es

Tim

ing

of

reco

gni

tio

no

r m

etho

d u

sed

to

reco

gni

sed

rev

enue

Sig

nifi

cant

pay

men

t te

rms

Vari

able

elem

ent

inco

nsid

erat

ion

Ob

ligat

ion

for

retu

rns

or

refu

nds

War

rant

y

Dev

elop

men

tp

rop

ertie

sR

even

ue i

s re

cog

nise

d o

ver

time

usin

g th

e co

st i

ncur

red

m

eth

od

. T

he

se c

on

tra

cts

w

ould

mee

t the

no

alte

rnat

ive

use

and

the

Gro

up h

as ri

ghts

to

pay

men

t fo

r w

ork

per

form

ed.

Bas

ed o

n m

ilest

on

e p

rog

ress

b

illin

gs s

ubm

itted

to

cust

omer

s w

hich

are

app

rove

d by

acc

redi

ted

ar

chite

cts,

and

are

sub

ject

ed t

o a

cred

it p

erio

d o

f 30

day

s fo

r co

mm

erci

al p

roje

cts

and

21

day

s fo

r re

sid

entia

l pro

ject

s.

Reb

ates

are

giv

en t

o cu

stom

ers

and

leg

al

fee

s ar

e b

orn

e o

n b

ehal

f of p

urch

aser

s.

Not

ap

plic

able

.D

efec

t lia

bilit

y pe

riod

of

2 ye

ars

for

resi

den

tial

pro

ject

s an

d 1

2 to

18

mon

ths

for c

omm

erci

al

pro

ject

s ar

e g

iven

to

the

cust

omer

s.

Con

stru

ctio

nco

ntra

cts

Rev

enue

is

reco

gni

sed

ove

r tim

e us

ing

the

cost

inc

urre

d

met

hod

.

Ba

sed

on

ag

ree

d m

ile

sto

ne

pro

gre

ss b

illin

gs

sub

mitt

ed t

o cu

stom

ers

whi

ch a

re a

pp

rove

d

by

accr

edit

ed a

rch

itec

ts,

and

ar

e su

bje

cted

to

a cr

edit

per

iod

of

30

day

s.

Not

ap

plic

able

.N

ot a

pp

licab

le.

Def

ect

liab

ility

per

iod

of

2 y

ears

is

give

n to

cu

stom

ers.

Com

ple

ted

dev

elop

men

tp

rop

ertie

s

Rev

enue

is

reco

gnis

ed u

pon

d

eliv

ery

of p

rop

ertie

s w

here

th

e co

ntro

l of

the

pro

per

ties

pas

ses

to t

he b

uyer

s.

Cre

dit p

erio

d of

30

- 60

days

from

in

voic

e d

ate.

Not

ap

plic

able

.N

ot a

pp

licab

le.

Not

ap

plic

able

.

Pro

ject

man

agem

ent

fees

and

man

agem

ent

fees

Rev

enue

is

reco

gni

sed

ove

r tim

e as

and

whe

n th

e se

rvic

es

are

per

form

ed.

Cre

dit

per

iod

of

30 d

ays

fro

m

invo

ice

dat

e.N

ot a

pp

licab

le.

Not

ap

plic

able

.N

ot a

pp

licab

le.

LMC

quo

taR

even

ue is

rec

ogni

sed

whe

n th

e go

ods

are

del

iver

ed a

nd

acce

pte

d b

y th

e cu

stom

ers.

Cre

dit

per

iod

of

14 d

ays

fro

m

invo

ice

dat

e.N

ot a

pp

licab

le.

Not

ap

plic

able

.N

ot a

pp

licab

le.



19. REVENuE (CONT’D)

19.2 Transaction price allocated to the remaining performance obligations

The following table shows revenue from performance obligations that are unsatisfied (or partially unsatisfied) at the reporting date. The disclosure is only providing information for contracts that have a duration of more than one year.

2021-2022 RM’000

Group

Sale of development properties 90,497Construction contracts 35,133

125,630

The above revenue does not include variable consideration other than rebates given to customers and legal fees borne on behalf of purchasers, as applicable.

The Group applies the following practical expedients :

• exemptionondisclosureofinformationonremainingperformanceobligationsthathaveoriginalexpected durations of one year or less.

• exemptionnottoadjustthepromisedamountofconsiderationfortheeffectsofasignificantfinancing component when the period between the transfer of a promised good or service to a customer and when the customer pays for that good or service is one year or less.

19.3 Significant judgements and assumptions arising from revenue recognition

The Group applied the following judgements and assumptions that significantly affect the determination of the amount and timing of revenue recognised from contracts with customers :

• TheGroupmeasured theperformanceof property development projects by comparing theactual costs incurred with the estimated total costs required to complete the development. Significant judgements are required to estimate the total contract costs to complete. In making these estimates, management relied on professionals’ estimates and also on past experience of completed projects. A change in the estimates will directly affect the revenue to be recognised.

• TheGroupmeasured theperformance of constructionwork doneby comparing the actualcosts incurred with the estimated total costs required to complete the construction. Significant judgements are required to estimate the total contract costs to complete. In making these estimates, management relied on professionals’ estimates and also on past experience of completed projects. A change in the estimates will directly affect the revenue to be recognised.



20. COST OF SALES


Propertydevelopment 30,125 66,419 – –Constructioncontracts 6,893 5,550 – –Completed development properties 7,915 19,328 – –Projectmanagement 939 5,356 – –LMCquota – 7,102 – –

45,872 103,755 – –

21. FINANCE INCOME


Interest income of financial assets calculated using the effective interest method that are : - at amortised cost 989 1,363 9,175 6,729 - at fair value through profit or loss 520 2,181 96 725

1,509 3,544 9,271 7,454

22. FINANCE COSTS


Interest expense of financial liabilities that are not at fair value through profit or loss - term loans 5,839 8,415 848 849 - finance lease liabilities 74 132 47 57 -bankoverdrafts 39 14 – – -subsidiaries – – 2,202 3,569Interest expense on leaseliabilities 13 – – –Otherfinancecosts 1,749 1,843 – –

7,714 10,404 3,097 4,475

Recognised in profit or loss 5,067 10,404 3,097 4,475Interest expense of financial liabilities that are not at fair value through profit or loss capitalised into qualifying assets: -inventories 2,647 – – –

7,714 10,404 3,097 4,475



23. (LOSS)/PROFIT BEFORE TAX

Group Company Note 2020 2019 2020 2019 RM’000 RM’000 RM’000 RM’000

(Loss)/Profit before tax is arrived at after charging/(crediting) :

Auditors’ remunerations- Audit fees - KPMG PLT 155 174 53 50 -Otherauditors 59 58 – –- Non-audit fees - current year - KPMG PLT 5 6 5 5 - Affiliate of KPMG PLT 44 38 12 12 - Other auditors 55 69 20 35 - prior year -AffiliateofKPMGPLT – 13 – 12 -Otherauditors 2 2 – –

Material expenses/(income)Depreciation of property, plant and equipment 3 3,848 4,744 1,173 1,217Impairment loss on investmentsinsubsidiaries – – 160 5,054Personnel expenses (including key management personnel) : - Wages, salaries and others 18,226 25,147 8,274 9,227 - Contributions to Employees Provident Fund 1,918 2,675 892 982Gain on disposal of investmentinjointventures (2,850) – – –

Expenses/(Income) arising from leasesExpenses relating to short-termleases a 76 – 58 –Expenses relating to leases oflow-valueassets a 64 – 59 –Rentalexpense – 360 – 182Rental income (2,605) (3,118) (2,066) (2,072)

Net (gain)/loss on impairment of financial instrumentsFinancial assets at amortised cost (843) 684 14,030 4,562

Note a The Group and the Company lease a number of properties and IT equipment with contract term of not more

than 1 year. These leases are short-term and/or leases of low value items. The Group and the Company have elected not to recognised right-of-use assets and lease liabilities for these leases.



24. KEy MANAGEMENT PERSONNEL COMPENSATION


Current Directors : - Fees 194 200 175 180 - Remuneration 4,615 5,092 4,198 4,344Past Directors : -Fees – 88 – 88 -Remuneration 258 – – –

5,067 5,380 4,373 4,612

Other key management personnel : - Salaries and others 2,158 2,431 1,866 2,136 - Short-term employee benefits 80 80 63 63

2,238 2,511 1,929 2,199

7,305 7,891 6,302 6,811

Other key management personnel comprise persons other than the Directors of Group entities, having authority and responsibility for planning, directing and controlling the activities of the Group entities either directly or indirectly.

The estimated monetary value of Directors’ benefits-in-kind of the Group and of the Company is RM38,000 (2019 : RM45,000).

25. TAX EXPENSE

Recognised in profit or loss


Income tax expense on continuing operations 1,526 7,599 112 808Share of tax of equity-accounted associatesandjointventures – (301) – –

Total income tax expense 1,526 7,298 112 808



25. TAX EXPENSE (CONT’D)

Major components of income tax expense include :

Group Company Note 2020 2019 2020 2019 RM’000 RM’000 RM’000 RM’000

Current tax expense

Current year 1,130 8,603 124 880Prior year (857) (77) (12) (72)

Total current tax recognised in profit or loss 273 8,526 112 808

Deferred tax expense

Origination and reversal of temporarydifferences 813 (1,658) – –Prioryear 440 731 – –

Total deferred tax recognised inprofitorloss 10 1,253 (927) – –

Share of tax of equity-accounted associates and jointventures – (301) – –

Total income tax expense 1,526 7,298 112 808



25. TAX EXPENSE (CONT’D)

Reconciliation of tax expense


(Loss)/Profit for the year (19,374) 449 29,503 38,535Total income tax expense 1,526 7,298 112 808

(Loss)/Profit excluding tax (17,848) 7,747 29,615 39,343

Income tax calculated using Malaysian tax rate of 24% (4,284) 1,859 7,108 9,442Non-deductible expenses 2,155 3,548 4,478 2,696Non-taxable income (1,345) (230) (11,140) (11,116)Effect of deferred tax assets notrecognised 5,417 1,467 – –Recognition of previously unrecognised deferred taxassets – – (322) (142)(Over)/Under provision in prior years (417) 654 (12) (72)

1,526 7,298 112 808

26. (LOSS)/EARNINGS PER ORDINARy SHARE

Basic (loss)/earnings per ordinary share

The calculation of basic (loss)/earnings per ordinary share was based on the (loss)/profit attributable to ordinary shareholders and a weighted average number of ordinary shares outstanding, calculated as follows :

Group 2020 2019 RM’000 RM’000

(Loss)/Profit attributable to ordinary shareholders (19,365) 468

Group 2020 2019 ’000 ’000

Weighted average number of ordinary shares at 31 March 490,080 490,080

Group 2020 2019 sen sen

Basic (loss)/earnings per ordinary share (3.95) 0.10

Diluted earnings per ordinary share

The diluted earnings per ordinary share is the same as basic earnings per ordinary share as there are no dilutive instruments as at the end of the current and previous financial years.



27. DIVIDEND

Dividend recognised by the Company :

Sen per share Total amount Date of payment RM’000

2019

First interim ordinary 2.5 12,252 17 October 2018

The Directors do not recommend any dividend to be paid for the financial year under review.

28. OPERATING SEGMENTS

The Group has three reportable segments, as described below, which are the Group’s strategic business units. The strategic business units offer different products and services, and are managed separately because they require different marketing strategies. For each of the strategic business units, the Chief Operating Decision Maker (“CODM”) (i.e. the Group’s Chief Executive Officer) reviews internal management reports at least on a quarterly basis. The following summary describes the operations in each of the Group’s reportable segments :

• Propertydevelopmentandmanagement : Includes property development activities, property management and tenancy management services.

• Constructioncontracts : Includes building and construction activities.• Investmentholdingandothers : Includes investment holding and others.

There are varying levels of integration between Property development and management and Construction contracts reportable segments. The Construction contracts segment provides construction services to the Property development and management segment. Inter-segment pricing is determined on negotiated basis.

Performance is measured based on segment profit before tax, as included in the internal management reports that are reviewed by the CODM. Segment profit is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries.

Segment assets The total of segment asset is measured based on all assets of a segment, as included in the internal

management reports that are reviewed by the CODM. Segment total asset is used to measure the return of assets of each segment.

Segment liabilities Segment liabilities information is neither included in the internal management reports nor provided regularly

to the CODM. Hence, no disclosure is made on segment liabilities.

Segment capital expenditure

Segment capital expenditure is the total cost incurred during the financial year to acquire property, plant and equipment, right-of-use assets, investment properties and intangible assets.



28. OPERATING SEGMENTS (CONT’D)

Property development Investment and Construction holding and management contract others Total RM’000 RM’000 RM’000 RM’000

2020 Segment (loss)/profit (9,742) (1,551) (6,555) (17,848)

Included in the measure of segment (loss)/profit are : Revenue from externalcustomers 51,967 10,555 – 62,522 Inter-segment revenue 2,462 26,331 50,137 78,930 Share of (loss)/profit of equity-accounted investees, net of tax -associates (16) – – (16) -jointventures 2,296 – – 2,296

Segment assets 603,916 49,295 73,691 726,902

Included in the measure of segment assets are : Additions to non-current assets other than financial instruments anddeferredtaxassets 1,006 – 505 1,511



28. OPERATING SEGMENTS (CONT’D) Property development Investment and Construction holding and management contract others Total RM’000 RM’000 RM’000 RM’000

2019

Segment profit/(loss) 25,593 (5,370) (12,175) 8,048

Included in the measure of segment profit/(loss) are : Revenue from externalcustomers 151,168 9,390 – 160,558 Inter-segment revenue 8,058 69,893 54,480 132,431 Share of loss of equity-accounted investees, net of tax -associates (14) – – (14) -jointventures (1,325) – – (1,325)

Segment assets 545,108 66,271 77,777 689,156

Included in the measure of segment assets are : Additions to non-current assets other than financial instruments and deferred tax assets 3,298 33 892 4,223

Geographical segments

No geographical information is presented as the Group’s business is operated solely in Malaysia.

Major customers

The following are major customers with revenue equal or more than 10% of the Group’s total revenue :

Revenue Segment 2020 2019 RM’000 RM’000

Customer A 21,759 54,297 Property development and management Customer B 12,051 9,482 Property development and management



29. FINANCIAL INSTRuMENTS

29.1 Categories of financial instruments

The table below provides an analysis of financial instruments categorised as follows :

(a) Amortised cost (“AC”); and(b) Fair value through profit or loss (“FVTPL”) - Mandatorily required by MFRS 9

Carrying amount AC FVTPL RM’000 RM’000 RM’000

2020

Financial assets

Group

Trade and other receivables (excluding prepayments andindirecttaxrefundable) 186,911 186,911 –Short-term investments 17,408 15,294 2,114Cashandcashequivalents 10,616 10,616 –

214,935 212,821 2,114

Company

Trade and other receivables (excludingprepayments) 163,142 163,142 –Short-terminvestments 45 – 45Cashandcashequivalents 1,699 1,699 –

164,886 164,841 45



29. FINANCIAL INSTRuMENTS (CONT’D)

29.1 Categories of financial instruments (Cont’d)

Carrying amount AC RM’000 RM’000

2020


Group

Loans and borrowings 84,160 84,160Trade and other payables (excluding indirect tax payable) 184,089 184,089

268,249 268,249

Company


48,076 48,076

Carrying amount AC FVTPL RM’000 RM’000 RM’000

2019

Financial assets

Group

Trade and other receivables (excluding prepayments andindirecttaxrefundable) 126,307 126,307 –Short-term investments 48,251 14,934 33,317Cashandcashequivalents 21,027 21,027 –

195,585 162,268 33,317

Company

Trade and other receivables (excludingprepayments) 146,062 146,062 –Short-terminvestments 2,598 – 2,598Cashandcashequivalents 1,527 1,527 –

150,187 147,589 2,598




29.1 Categories of financial instruments (Cont’d)

Carrying amount AC RM’000 RM’000

2019


Group


229,060 229,060

Company


61,700 61,700

29.2 Net gains and losses arising from financial instruments

2020 2019 RM’000 RM’000

Group

Net gains/(losses) on :

Financial assets at amortised cost 989 1,363Financial assets at fair value through profit or loss - Mandatorily required by MFRS 9 520 2,181Financial liabilities at amortised cost (5,054) (10,404) (3,545) (6,860)

Company

Net gains/(losses) on :

Financial assets at amortised cost 9,175 6,729Financial assets at fair value through profit or loss - Mandatorily required by MFRS 9 96 725Financial liabilities at amortised cost (3,097) (4,475) 6,174 2,979




29.3 Financial risk management

The Group has exposure to the following risks from its financial instruments :

• Creditrisk• Liquidityrisk• Interestraterisk

29.4 Credit risk

Credit risk is the risk of a financial loss if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Group’s exposure to credit risk arises principally from the individual characteristics of each customer, deposits made and financial guarantees given to banks for credit facilities granted to a land owner. The Company’s exposure to credit risk arises principally from loans and advances to subsidiaries and financial guarantees given to banks for credit facilities granted to subsidiaries and a land owner. There are no significant changes as compared to prior periods.

Trade receivables and contract assets

Risk management objectives, policies and processes for managing the risk

Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on customers requiring credit over a certain amount. The Group’s trade receivables and contract assets are predominantly property development customers. As at 31 March 2020, construction customers are minimal and comprise only 8% (2019: 11%) of total trade receivables and contract assets balance. Hence, no further disclosures are made in respect of construction customers.

For property development customers, purchasers are normally supported by end-financiers which are reputable banks in Malaysia. For self-financed purchasers, the Group extends credit based upon careful evaluation of the purchasers’ financial condition and credit history. Trade receivables are monitored on an ongoing basis by the Group’s credit control department.

At each reporting date, the Group assesses whether any of the trade receivables and contract assets are credit impaired.

The gross carrying amounts of credit impaired trade receivables and contract assets are written off (either partially or full) when there is no realistic prospect of recovery. This is generally the case when the Group determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off. Nevertheless, trade receivables and contract assets that are written off could still be subject to enforcement activities.

There are no significant changes as compared to previous year.




29.4 Credit risk (Cont’d)

Trade receivables and contract assets (Cont’d)

Exposure to credit risk, credit quality and collateral

As at the end of the reporting period, the maximum exposure to credit risk arising from trade receivables and contract assets are represented by the carrying amounts in the statement of financial position.

The Group generally does not receive and collateral and credit enhancement from purchasers. However, the Group mitigates its credit risk by maintaining its name as the registered owner of the properties until full settlement by the purchasers of the self-financed portion of the purchase consideration or upon undertaking of end-financing by the purchasers’ end-financiers.

Concentration of credit risk

The exposure of credit risk for trade receivables and contract assets as at the end of the current and previous reporting periods arose from the domestic property development industry.

As at 31 March 2020, the 2 (2019 : 2) major customers which contributed in aggregate, 54% (2019 : 40%) of the Group’s total revenue as disclosed in Note 28, combined in aggregate 54% (2019 : 44%) of the Group’s trade receivables and contract assets.

Recognition and measurement of impairment loss

In managing credit risk of trade receivables, the Group manages its debtors and takes appropriate actions (including but not limited to legal actions) to recover long overdue balances. Generally, trade receivables will pay within 30 days. The Group’s debt recovery process is as follows:

a) Above 30 days past due after credit term, the Group will start to initiate a structured debt recovery process which is monitored by the credit control department; and

b) If the customer does not abide by the agreed debt restructuring arrangement the Group will issue notice of termination to commence termination of contract and recovery of the properties sold in order to reduce the credit risk exposure.

The Group measures expected credit loss (“ECLs”) of trade receivables individually. Consistent with the debt recovery process, invoices which customers have defaulted on debt recovery arrangements are generally considered as credit impaired.

Loss rates are determined for each individual purchaser using past payment trends and other external information relating to the purchasers that are publicly available. In determining the loss rates for each individual purchaser, the Group also considers the value of properties sold that could be recovered upon termination of contracts which will reduce credit loss arising from the trade receivables.

The Group also considers differences between (a) economic conditions during the period over which the historic data has been collected, (b) current conditions and (c) the Group’s view of economic conditions over the expected lives of the receivables. Nevertheless, the Group believes that these factors are immaterial for the purpose of impairment calculation for the year.






Recognition and measurement of impairment loss (Cont’d)

The following table provides information about the exposure to credit risk and ECLs for trade receivables and contract assets which are grouped together as they are expected to have similar risk nature.

2020 Gross carrying Loss Net amount allowance balance RM’000 RM’000 RM’000

Group

Notpastdue 40,053 – 40,053Pastdue1-30days 537 – 537Pastdue31-60days 4,720 – 4,720Pastdue61-90days 10,677 – 10,677Pastduemorethan90days 74,643 – 74,643

130,630 – 130,630

Credit impaired

Individuallyimpaired 8,756 (8,756) –

139,386 (8,756) 130,630

Trade receivables 132,721 (8,756) 123,965Contractassets 6,665 – 6,665

139,386 (8,756) 130,630

Company

Notpastdue 1,111 – 1,111Pastdue1-30days 404 – 404Pastdue31-60days 245 – 245Pastdue61-90days 261 – 261Pastduemorethan90days 1,001 – 1,001

3,022 – 3,022







2019 Gross carrying Loss Net amount allowance balance RM’000 RM’000 RM’000

Group

Notpastdue 72,471 – 72,471Pastdue1-30days 3,341 – 3,341Pastdue31-60days 3,161 – 3,161Pastdue61-90days 17,315 – 17,315Pastduemorethan90days 18,710 – 18,710

114,998 – 114,998

Credit impaired

Individuallyimpaired 9,134 (9,134) –

124,132 (9,134) 114,998

Trade receivables 80,636 (9,134) 71,502Contractassets 43,496 – 43,496

124,132 (9,134) 114,998

Company

Notpastdue 831 – 831Pastdue1-30days 43 – 43Pastdue31-60days 181 – 181Pastdue61-90days 33 – 33Pastduemorethan90days 210 – 210 1,298 – 1,298

The Group did not receive any collaterals in respect of the credit impaired trade receivables.

There are trade receivables where the Group has not recognised any loss allowance as the Group manages its exposure to credit risk by maintaining its name as the registered owner of the properties until full settlement by the purchasers of the self-financed portion of the purchase consideration or upon undertaking of end-financing by the purchasers’ end-financiers.







The movements in the allowance for impairment losses in respect of trade receivables during the year is shown below.

Lifetime ECL RM’000

Group

Trade receivables credit impaired

Balance at 1 April 2018 8,804Net remeasurement of loss allowance 330

Balance at 31 March 2019/1 April 2020 9,134

Net remeasurement of loss allowance (378)

Balance at 31 March 2020 8,756

Cash and cash equivalents

The cash and cash equivalents are held with banks and financial institutions. As at the end of the reporting period, the maximum exposure to credit risk is represented by their carrying amounts in the statement of financial position.

These banks and financial institutions have low credit risks. In addition, some of the bank balances are insured by government agencies. Consequently, the Group and the Company are of the view that the loss allowance is not material and hence, it is not provided for.

Other receivables

Credit risks on other receivables of the Group are mainly arising from deposits paid for the acquisition of development land and tender for potential developments projects.

The Group monitors the exposure to credit risk on an individual basis and does not foresee any recoverability issue given that all payments are made based on signed contracts or agreements.

As at the end of the reporting period, the maximum exposure to credit risk is represented by their carrying amounts in the financial position.

As at the end of the reporting period, the Group did not recognise any allowance for impairment losses.





Investments

Investments are allowed only in liquid securities and only with counterparties that have a credit rating equal to or better than the Group.

As at the end of the reporting period, the Group and the Company have only invested in fixed deposits with licensed banks with tenure more than 3 months and unit trust money market funds.

The maximum exposure to credit risk is represented by the carrying amounts in the statement of financial position.

There is no history of default on these investments and there are no indicators that they may default. The Group and the Company are of the view that the loss allowance is not material and hence, it is not provided for.

Financial guarantees


The Group and/or the Company provide unsecured financial guarantees to banks in respect of banking facilities granted to certain subsidiaries and a land owner. The Group and/or the Company monitor the ability of the subsidiaries and land owner to service their loans on an individual basis.


The Group’s and the Company’s maximum exposure to credit risk amounts to RM36,670,000 (2019 : RM39,990,000) and RM103,304,000 (2019 : RM148,311,000) respectively, representing the outstanding banking facilities to certain subsidiaries and land owner as at the end of the reporting period.

The financial guarantees are provided as credit enhancements to the subsidiaries’ and land owner’s secured loans.


The Group and/or the Company assume that there is a significant increase in credit risk when a subsidiary’s or land owner’s financial position deteriorates significantly. The Group and/or the Company consider a financial guarantee to be credit impaired when :

• Thesubsidiaryorthelandownerisunlikelytorepayitscreditobligationtothebankinfull;or• Thesubsidiaryorthelandowneriscontinuouslylossmakingandishavingadeficitshareholders’

fund.

The Group and/or the Company determine the probability of default of the guaranteed loans individually using internal information available.

As at the end of the reporting period, there was no indication that any subsidiary or land owner would default on repayment. Consequently, the Group and/or the Company are of the view that the loss allowance is not material and hence, it is not provided for.





Inter-company balances

Risk management objective policies and processes for managing the risk

The Company provides unsecured advances to subsidiaries. The Company monitors the ability of the subsidiaries to repay the advances on an individual basis. The Group and the Company also provided unsecured advances to joint ventures. Nevertheless, the balances are not material.


As at the end of the reporting period, the maximum exposure to credit risk is represented by their carrying amounts in the statement of financial position.

Advances provided are not secured by any collateral or supported by any other credit enhancements.


Generally, the Company considers advances to subsidiaries to have low credit risk. The Company assumes that there is a significant increase in credit risk when a subsidiary’s financial position deteriorates significantly. As the Company is able to determine the timing of payments of the subsidiaries’ advances when they are payable, the Company considers the advances to be in default when the subsidiaries are not able to pay when demanded. The Company considers a subsidiary’s advance to be credit impaired when :

• ThesubsidiaryisunlikelytorepayitsadvancetotheCompanyinfull;• Thesubsidiary’sadvanceisoverdueformorethan365days;or• Thesubsidiaryiscontinuouslylossmakingandishavingadeficitshareholders’fund.

The Company determines the probability of default for these advances individually using internal information available.

The following table provides information about the exposure to credit risk and ECLs for subsidiaries’ advances.

2020 Gross Impairment carrying Loss Net amount allowance balance RM’000 RM’000 RM’000

Company

Lowcreditrisk 148,605 – 148,605Creditimpaired 23,719 (23,719) –

172,324 (23,719) 148,605





Inter-company balances (Cont’d)


2019 Gross Impairment carrying Loss Net amount allowance balance RM’000 RM’000 RM’000

Company

Lowcreditrisk 134,961 – 134,961Creditimpaired 9,689 (9,689) – 144,650 (9,689) 134,961

The movements in the allowance for impairment losses of subsidiaries’ advances during the year is as follows :

2020 2019 RM’000 RM’000

Company

At beginning of year 9,689 5,467Net remeasurement of loss allowance 14,030 4,222 At end of year 23,719 9,689

The significant increase in net remeasurement of loss allowance is primarily due to a subsidiary which business venture was not successful and hence the advances might no longer be recoverable.

29.5 Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s exposure to liquidity risk arises principally from its various payables, loans and borrowings.

The Group maintains a level of cash and cash equivalents and bank facilities deemed adequate by management to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they fall due.

It is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at significantly different amounts.



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29.6 Interest rate risk

The Group’s investment in fixed rate financial instruments are exposed to a risk of change in their fair value due to changes in interest rates. The Group’s variable rate borrowings are exposed to a risk of change in cash flows due to changes in interest rates. Short-term receivables and payables are not significantly exposed to interest rate risk.


The Group adopts a policy of ensuring that exposure to loans and borrowings are kept at a minimum.

Exposure to interest rate risk

The interest rate profile of the Group’s and of the Company’s significant interest-bearing financial instruments, based on carrying amounts as at the end of the reporting period is as follows :


Group

Fixed rate instruments

Financial assets 15,384 19,498 147,402 128,273Financial liabilities (1,183) (2,190) (28,923) (40,503)

14,201 17,308 118,479 87,770

Floating rate instruments

Financial assets 2,114 33,317 45 2,598Financial liabilities (82,977) (125,752) (16,342) (17,861)

(80,863) (92,435) (16,297) (15,263)

Interest rate risk sensitivity analysis

(a) Fair value sensitivity analysis for fixed rate instruments

The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss. Therefore, a change in interest rates at the end of the reporting period would not affect profit or loss.




29.6 Interest rate risk (Cont’d)

Interest rate risk sensitivity analysis (Cont’d)

(b) Cash flow sensitivity analysis for variable rate instruments

A change of 100 basis points (“bp”) in interest rates at the end of the reporting period would have (decreased)/increased post-tax profit or loss by the amounts shown below. This analysis assumes that all other variables remain constant.

Profit or loss 100 bp 100 bp increase decrease RM’000 RM’000

Group

2020

Floating rate instruments (615) 615

2019


Company

2020


2019


29.7 Fair value information

The carrying amounts of cash and cash equivalents, short-term investments, short-term receivables and payables and short-term borrowings reasonably approximate their fair values due to the relatively short-term nature of these financial instruments.

The carrying amounts of non-current amounts due from subsidiaries also approximate fair values upon discounting the expected future cash flows at a pre-tax that reflects current market assessments of the time value of money and the risks specific to the assets.




29.7 Fair value information (Cont’d)

The table below analyses financial instruments not carried at fair value for which fair value is disclosed, together with their fair values and carrying amounts shown in the statement of financial position.

Fair value of financial instruments not carried at fair value Total fair Carrying Level 1 Level 2 Level 3 Total value amount RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

2020


Group

Termloans – – (73,640) (73,640) (73,640) (73,640)Financeleaseliabilities – – (1,195) (1,195) (1,195) (1,183) – – (74,835) (74,835) (74,835) (74,823)

Company

Termloans – – (16,342) (16,342) (16,342) (16,342)Financeleaseliabilities – – (851) (851) (851) (845) – – (17,193) (17,193) (17,193) (17,187)

2019

Group



Company


Level 3 fair value

Fair values for term loans and finance lease liabilities are determined using the discounted cash flows valuation technique based on the current market rate of borrowing of the Group.



30. CAPITAL MANAGEMENT

The Group’s objectives when managing capital are to maintain a strong capital base and safeguard the Group’s ability to continue as a going concern, so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Directors monitor and are determined to maintain an optimal debt-to-equity ratio that complies with debt covenants and regulatory requirements.

There were no changes in the Group’s approach to capital management during the financial year.

31. CAPITAL COMMITMENTS

2020 2019 RM’000 RM’000

Capital expenditure commitmentsContracted but not provided for Acquisition of land 152,701 100,222

32. CONTINGENT LIABILITIES NOT CONSIDERED REMOTE

Litigations

IB Capital Sdn. Bhd. (“the Plaintiff”) v Ivory Indah Sdn. Bhd. (“IISB”) & CIMB Islamic Bank Berhad

On 29 January 2014, the Plaintiff had filed a suit against IISB seeking a declaration that the transfer of land held under Geran No. 1272, Lot No. 2838, Mukim 18, Daerah Timor Laut, Negeri Pulau Pinang (“Land”) from Krishna Kumar T.N. Sharma (the previous registered land owner) to IISB and the charge of the land by IISB to CIMB Islamic Bank Berhad is null and void and alternatively for payment of a sum of RM10,256,000 as at 31 August 2008 with interest and damages.

On 23 July 2015, the Court of Appeal upon IISB’s appeal, had struck out the Plaintiff’s Writ and Statement of Claim with costs upon the grounds of there not being a proper Cause of Action against IISB.

As the court of Appeal had “Struck Out” the case, this litigation had no material impact to the Group until 17 October 2017 when the Federal Court allowed the Plaintiff’s appeal against the Striking Out of their case by the Court of Appeal and the case is to proceed to full trial at the Penang High Court.

Our solicitors have been served with an Application by the Plaintiff to “Re-Amend” their “Statement of Claim” (“Re-Amendment Application”) and our solicitors have put on record that IISB is objecting to the Re-Amendment Application.

On 19 April 2019, the High Court dismissed the Plaintiff’s claims against IISB and CIMB Islamic Bank Berhad in its entirety with costs payable by the Plaintiff’s to IISB and CIMB Islamic Bank Berhad.

On 14 May 2019, the Plaintiff filed a Notice of Appeal to the Court of Appeal appealing against the entire decision of the High Court given on 19 April 2019.

On 6 May 2020, the Court of Appeal adjourned the hearing of the Appeal fixed on 6 May 2020 to 11 September 2020 due to the implementation of Movement Control Order (“MCO”) and Conditional Movement Control Order (“CMCO”) by the Government.

Management believes IISB has a good case in defending the claims.



33. RELATED PARTIES

Identity of related parties

For the purposes of these financial statements, parties are considered to be related to the Group if the Group or the Company has the ability, directly or indirectly, to control or jointly control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group or the Company and the parties are subject to common control. Related parties may be individuals or other entities.

Related parties also include key management personnel defined as those persons having authority and responsibility for planning, directing and controlling the activities of the Group either directly or indirectly and entity that provides key management personnel services to the Group. The key management personnel includes all the Directors of the Group and certain members of senior management of the Group.

The Group has related party relationship with its subsidiaries, associates, joint ventures and key management personnel.

Significant related parties transactions

Related party transactions have been entered into in the normal course of business under negotiated terms. The significant related party transactions of the Group and the Company are shown below. The balances related to the below transactions are shown in Notes 13 and 18.

2020 2019 RM’000 RM’000

Group

A. Associates

- Rental charged (26) (23)

B. Joint ventures

- Progressbillingscharged – (11,913)- Commissionincome – (895)- Securityservices – (282)- Cleaningcharges – (58)



33. RELATED PARTIES (CONT’D)

Significant related parties transactions (Cont’d)

2020 2019 RM’000 RM’000

Company

A. Subsidiaries

- Commissionincome – (3,840)- Management fees charged (6,637) (8,380)- Rental charged (1,306) (1,306)- (Disposal)/Purchase of property, plant and equipment (10) 44- Administrativefees – 168- Security services (217) (976)- Cleaning charges 72 72- Rental payable 40 30- Utilitiescharges – 162- Dividend income (43,500) (46,100)- Interest income (9,163) (6,648)- Interest expense 2,202 3,569

B. Associates - Rental charged (26) (23)

C. Joint ventures

- Commissionincome – (895)- Securityservicescharged – (7)



33. RELATED PARTIES (CONT’D)

Significant related parties transactions (Cont’d)

The following transactions with Directors and key management personnel were carried out under negotiated terms which the Board of Directors, after deliberation, believed to be in the best interests of the Group.

2020 2019 RM’000 RM’000

Group

Progress billings charged to :

- Directors and key management personnel of the Group and of the Company (1,686) (844)- Close family members of Directors of the Company (96) (193)

Rental charged to a company in which certain Directors of the Company have interests in (21) (41)

RentalchargedbyDirectorsoftheCompany – 32

Cleaning fees charged to a company in which certain Directors of the Company have interests in (74) (66)

Electricity expenses charged to a company in which certain DirectorsoftheCompanyhaveinterestsin – (49)

Professional fees paid to a person connected to a Director of the Company 40 301

There were no other transactions with key management personnel and Directors of the Group other than the remuneration package paid to them as disclosed in Note 24 to the financial statements.



34. SIGNIFICANT EVENTS

a) On 1 August 2019, Ikhlas Johan Sdn. Bhd., a wholly-owned subsidiary of the Company, completed the acquisition of 1 ordinary share each in Ivory Tres Venture Sdn. Bhd. (“ITV”) (formerly known as Ivory Koagro Tres Venture Sdn. Bhd.), Ivory Uno Venture Sdn. Bhd. (“IUV”) (formerly known as Ivory Koagro Uno Venture Sdn. Bhd.) and Ivory Dos Venture Sdn. Bhd. (“IDV”) (formerly known as Ivory Koagro Dos Venture Sdn. Bhd.) representing 50% equity interests in each of these entities, from the existing joint venture shareholder for a consideration of RM1.00 each.

Following the above acquisition of shares, ITV, IUV and IDV became wholly-owned subsidiaries of the Company. These subsidiaries are not material to the Group and hence, the impacts from these acquisitions are not disclosed.

b) On 1 November 2019, IUSB entered into a share sale agreement with a third party to dispose of its entire 45% equity interest in Tropicana Ivory Sdn. Bhd. for a total cash consideration of RM56,089,000. The disposal was completed on 13 November 2019.

The disposal had the following effect on the Group’s financial statements :

2020 RM’000

Consideration received during the year, satisfied in cash 46,089

Less : Direct expenses (7,256)Real Property Gains Tax (“RPGT”) paid (1,683)

Net cash inflow during the year 37,150 Add :Consideration received in previous year 10,000

Less: Investment in joint venture (40,388)RPGT payable (3,912)

Gain on disposal 2,850

Disposal - direct expenses

The Group incurred direct expenses of RM7,256,000 comprise mainly legal and professional fees and state authority consent fee. The direct expenses have been netted off against the gain on disposal which was recognised as other income in the Group’s consolidated statement of profit or loss and other comprehensive income.

c) On 11 November 2019, Ivory Meadows Sdn. Bhd., a wholly-owned subsidiary of the Company, entered into a Sale and Purchase Agreement (“SPA”) with a third party for the proposed acquisition of a piece of freehold land in Bandar Tanjong Pinang, Daerah Timor Laut, Negeri Pulau Pinang, measuring approximately 8,093 square metres (2 acres), for a total purchase consideration of RM65,000,000.

As at 31 March 2020, the completion of the purchase of the land is subject to fulfilment of conditions as stipulated in the SPA.



34. SIGNIFICANT EVENTS (CONT’D)

d) Litigation (previously disclosed as contingent liabilities)

Alform System Sdn. Bhd. v Ivory Associates Sdn. Bhd. (“IASB”)

IASB appointed Alform as its sub-contractor in a project known as Penang Times Square (Phase 3) Project (“The Wave”) to carry out system formwork. Alform gave a Malayan Banking Berhad’s Performance Bank Guarantee dated 10 November 2017 in the guaranteed sum of RM493,000 to IASB under the contract. Due to Alform’s non-performance, IASB terminated the contract. Alform alleged that IASB has wrongfully and prematurely terminated the contract and claimed against IASB special damages in the sum of RM1,880,000. IASB counterclaimed against Alform for its breach of contract.

On 25 January 2019, the Penang High Court granted Alform an interim prohibitory injunction against IASB from calling the Performance Bank Guarantee.

IASB appealed against the High Court order. On 25 April 2019, the Court of Appeal allowed IASB’s appeal and the High Court order given on 25 January 2019 was dismissed with costs of RM15,000.

On 17 May 2019, IASB demanded from Malayan Banking Berhad for the sum guaranteed and the said bank honoured its guarantee and paid to IASB.

The Court fixed a case management on 31 May 2019 for Alform to file an application to amend its Writ and Statement of Claim as Alform intends to amend its claims to include the Performance Bank Guarantee sum of RM493,000.

The Court directed Alform to file the Amended Writ and Statement of Claim by 14 June 2019, IASB to file Amended Defence and Counterclaim by 28 June 2019 and thereafter, Alform to file Amended Reply by 12 July 2019.

The Court fixed 5 August 2019 as the next case management date for parties to comply with pre-trial directions, namely to file Bundle of Pleadings, Statement of Agreed Facts and Issues to be Tried.

On 15 August 2019, both parties had reached a global settlement on this matter and consent judgment had been recorded. All the related impacts resulting from the settlement had been recorded in the financial statements of the Group during the financial year.

e) The coronavirus (Covid-19) pandemic was announced by the World Health Organisation in March 2020 given the outbreak of the virus in countries across the world including Malaysia. The Covid-19 pandemic has resulted in disruptions to businesses and various macro-economic impacts.

While the Group and the Company consider that the effects related to this outbreak to be an adjusting event as it was a condition that existed as at 31 March 2020, the end of the reporting period, and have made certain adjustments to the current year financial statements as disclosed in Notes 10 and 11, management believes the impacts will only be more pervasive to the Group and to the Company in the next financial year given the close proximity between the outbreak and the end of the current reporting period.

As at the date of the financial statements are authorised for issuance, market sentiment has further dipped as a direct consequence of the Covid-19 outbreak and movement restrictions imposed by the Malaysian Government. Post year-end sales of inventories are anticipated to be slow while there are certain delays in the progress of projects on hand. At this juncture, it is not practicable for the Group and the Company to further estimate the exact financial effect of Covid-19. Notwithstanding this, with the financial strength of Group and of the Company, there is no reason for the Directors to believe that there is any significant uncertainty on the ability of the Group and of the Company to continue as a going concern until the situation recovers. The Group and the Company are actively monitoring and managing their operations to minimise any impacts that may arise from Covid-19.



35. SuBSEquENT EVENTS

a) On 9 June 2020, Sunlink Properties Sdn. Bhd. (“SPSB”), a wholly-owned subsidiary of the Company, through its solicitors, Messrs. Zaid Ibrahim & Co served a notice (“the Notice”) to the solicitors of Remco Engineering & Construction Sdn. Bhd. (“Remco”), Messrs. Effendi & Co, amongst others, to exercise its rights to rescind the SPA entered on 31 October 2017 in respect of the proposed land acquisition (“Rescission”).

The Rescission was due to the encroachment on the said land by an adjacent temple and underground water pipe, where Remco has failed to perform its obligation to deliver vacant possession of the land by 31 December 2019 to SPSB and, accordingly, failed to fulfil its legal responsibilities under the SPA.

Pursuant to the Notice, SPSB has demanded Remco the refund of a total sum of RM42,674,000, being all monies paid by SPSB to Remco together with liquidated damages of RM13,386,000 in accordance with certain clauses in the SPA.

The solicitors are of the opinion that SPSB has a fair to reasonable good ground to rescind the SPA on the grounds that Remco has failed to perform its obligation to deliver vacant possession. Pursuant to the SPA, SPSB is entitled to demand specific performance against Remco wherein all costs and expenses incurred in seeking such remedy shall be borne by Remco.

b) On 19 June 2020, the Company completed the acquisition of 30 ordinary shares in Ivory Place Sdn. Bhd. (“IPSB”) from its non-controlling shareholder, representing the remaining 30% equity interests, for a total consideration of RM30.

Following the above acquisition of shares, IPSB became a wholly-owned subsidiary of the Company.

c) On 29 June 2020, IUSB entered into conditional SPAs with third parties for the proposed acquisition of two (2) pieces of adjoining freehold land in Daerah Barat Daya, Negeri Pulau Pinang measuring approximately 19,800 square meters feet, for a total purchase consideration of RM142,795,000.

As at the date of the financial statements are authorised for issuance, the completion of the purchase of the land is subject to fulfilment of conditions as stipulated in the SPAs.



36. SIGNIFICANT CHANGES IN ACCOuNTING POLICIES

During the year, the Group and/or the Company adopted MFRS 16, Leases and amendments to MFRS 123, Borrowing Costs.

i) MFRS16, Leases

Definition of a lease

On transition to MFRS 16, the Group elected to apply the practical expedient to grandfather the assessment of which transactions are leases. It applied MFRS 16 only to contracts that were previously identified as leases. Contracts that were not identified as leases under MFRS 117 and IC Interpretation 4, Determining whether an Arrangement contains a Lease were not reassessed. Therefore, the definition of a lease under MFRS 16 has been applied only to contracts entered into or changed on or after 1 April 2019.

As a lessee

The Group applied the practical expedient to exempt from recognising right-of-use assets and liabilities for leases with less than 12 months of lease term as at 1 April 2019 and leases of low-value assets. Hence, as all of the Group’s leases either have a remaining lease term of less than 12 months or are leases of low-value assets, there are no impacts arising from the adoption of MFRS 16 except for certain new disclosures required by the standard.

Furthermore, as the Group applied the requirements of MFRS 16 retrospectively with the cumulative effect of initial application at 1 April 2019, there are no adjustments made to the prior period presented as well.

As a lessor

Group entities who is an intermediate lessor reassessed the classification of a sublease previously classified as an operating lease under MFRS 117 and concluded that the sublease is an operating lease under MFRS 16.

ii) Amendments to MFRS 123, Borrowing Costs

The amendments to MFRS 123, Borrowing Costs clarify that when a qualifying asset is ready for its intended use or sale, an entity treats any outstanding borrowing made specifically to obtain that qualifying asset as part of general borrowings.

The Group applied the amendments prospectively and the borrowing costs capitalised to qualifying assets at Group level as at 31 March 2020 amounted to RM2,647,000 (see Note 22).


STATEMENT by DIRECTORSpursuant to Section 251(2) of the Companies Act 2016

In the opinion of the Directors, the financial statements set out on pages 82 to 173 are drawn up in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as of 31 March 2020 and of their financial performance and cash flows for the financial year then ended.

Signed on behalf of the Board of Directors in accordance with a resolution of the Directors :

…………………………………...............Dato’ Low Eng HockDirector

…………………………………...............Ooi Choi KiatDirector

Penang,



STATUTORy DECLARATIONpursuant to Section 251(1)(b) of the Companies Act 2016

I, Dato’ Low Eng Hock, the Director primarily responsible for the financial management of Ivory Properties Group Berhad, do solemnly and sincerely declare that the financial statements set out on pages 82 to 173 are, to the best of my knowledge and belief, correct and I make this solemn declaration conscientiously believing the declaration to be true, and by virtue of the Statutory Declarations Act 1960.

Subscribed and solemnly declared by the abovenamed Dato’ Low Eng Hock, NRIC: 630322-02-5769, at George Town in the State of Penang on 7 August 2020.

…………………………………...............Dato’ Low Eng Hock

Before me :

GOH SuAN BEENo. P125(Commissioner for Oaths)Penang


INDEPENDENT AuDITORS’ REPORTto the members of Ivory Properties Group Berhad

REPORT ON THE AuDIT OF THE FINANCIAL STATEMENTS

Opinion

We have audited the financial statements of Ivory Properties Group Berhad, which comprise the statements of financial position as at 31 March 2020 of the Group and of the Company, and the statements of profit or loss and other comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, as set out on pages 82 to 173.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Group and of the Company as at 31 March 2020, and of their financial performance and their cash flows for the year then ended in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia.

Basis for Opinion

We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our auditors’ report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence and Other Ethical Responsibilities

We are independent of the Company in accordance with the By-Laws (on Professional Ethics, Conduct and Practice) of the Malaysian Institute of Accountants (“By-Laws”) and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards) (“IESBA Code”), and we have fulfilled our other ethical responsibilities in accordance with the By-Laws and the IESBA Code.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the Group and of the Company for the current year. These matters were addressed in the context of our audit of the financial statements of the Group and of the Company as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Revenue and cost recognition on the sale of properties under construction

Refer to Note 2(o)(i) (Significant accounting policy - Revenue from contracts with customers) and Note 19 (Revenue) to the financial statements.

The key audit matter

The Group recognises revenue relating to properties under construction based on the stage of completion. Significant judgements are applied for revenue recognition, amongst others include:

(i) Probability of collection of consideration from purchasers, especially cash and foreign purchasers.

(ii) Measurement of stage of completion used for revenue recognition, in particular, relating to the estimation of thetotalbudgeteddevelopmentcostsusedinthecalculationofstageofcompletion(inputmethod–costincurred).


REPORT ON THE AuDIT OF THE FINANCIAL STATEMENTS (CONT’D)

Key Audit Matters (Cont’d)

Revenue and cost recognition on the sale of properties under construction (Cont’d)

How the matter was addressed in our audit

We performed the following audit procedures, among others :

• We reviewed contractswithmajor customers and relevant supporting documents and assessed theappropriateness of revenue recognition under MFRS 15;

• WereviewedtheGroup’sassessmentrelatingtotheprobabilityofcollectionofconsiderationfrompurchasers,in particular for purchasers without financiers, i.e. cash purchasers and foreign purchasers;

• WetestedtheGroup’scontrolsbycheckingforevidenceofreviewsandapprovalsoverdevelopmentcosts,setting budgets and authorising and recording of actual costs incurred;

• Wecomparedthearchitectcertificateagainststageofcompletionofprojectstoascertainthereasonablenessof percentage of completion recognised in profit or loss;

• Wechallenged the assumptionsused in deriving at the estimatesof development costs. This includescomparing the actual margins achieved of previous similar completed projects to estimates and compared the estimated costs to suppliers’ agreements or tenders and considered allowance for cost increase included in these estimates;

• Weagreedasampleofcostsincurredtodatetoinvoicesand/orprogressclaims,checkingthatthesecostswere allocated to the appropriate projects, and met the definition of development costs; and

• Weevaluatedtheaccuracyofprofitsbeingrecognisedinprofitorloss,includingassessinganyforeseeablelosses due to cost overruns and/or delays arising from late delivery of vacant possession to purchasers by reviewing the contractual delivery dates of the signed agreements against the Group’s estimated delivery dates and progress reports.

Valuation of completed development properties

RefertoNote2(g)(Significantaccountingpolicy–Inventories)andNote11(Inventories)tothefinancialstatements.


Completed development properties should be stated at the lower of cost and net realisable value. In view of the uncertainties in the current property market and effects of Covid-19, demand for properties (both commercial buildings and private residences) has been fairly stagnant due to investors’ lack of confidence in the economy and property market. Hence, there is considerable doubt as to whether the Group and the Company are able to realise their completed development properties at their carrying amounts.

INDEPENDENT AuDITORS’ REPORTTO ThE MEMbERS OF IVORy PROPERTIES gROuP bERhAD



Key Audit Matters (Cont’d)

Valuation of completed development properties (Cont’d)



• Wedeterminedthatthecostshavebeenappropriatelyallocatedonaspecificidentificationbasisorwherethe item was brought forward from last year, the cost of the unit agreed with last year;

• Weassessedunitssoldduringtheyearbyverifyingtosaleandpurchaseagreements;

• Wecomparedcostpersquarefeettothesellingpricepersquarefeetforpropertieswithinthevicinityandascertained the realisable values of the completed development properties;

• Wereviewedthevaluationreports/updatesonthecurrentmarketvaluesofcompleteddevelopmentpropertiesassessed by valuers;

• WeevaluatedthecompetencyandindependenceofthevaluersengagedbytheGroupandascertainedthatthe basis (of valuation) used by the valuers is reasonable;

• Whereinternalornon-observabledatawereused,weassessedthereasonablenessofthekeyassumptionsagainst management’s records and other supporting documents in determining the market values.

Valuation of trade receivables

Refer toNote2(k)(i) (Significantaccountingpolicy – Impairmentof financial assets),Note13 (Tradeandotherreceivables) and Note 29.4 (Financial Instruments : Credit risk - Trade receivables)


In view of the uncertainties in the current property market and effects of Covid-19, trade receivables balances which are past due more than 90 days have increased significantly as compared to prior year. Judgements and estimates are involved in determining the expected credit loss (“ECL”) of receivables, which are increasingly crucial under the current economic conditions.



• Wetestedtheaccuracyofthetradereceivables’ageing;

• Weassessedthecollectabilityofmaterialpastduebalancesbytakingintoconsiderationthecustomers’payment trend, amounts collected after the end of the reporting period and other supporting evidence; and

• Weassessedmanagement’s process in identifying and impairing trade receivables and challenged theadequacy of the impairment losses recorded by the Group by comparing them against our expectations under the ECL model of MFRS 9.




Information Other than the Financial Statements and Auditors’ Report Thereon

The Directors of the Company are responsible for the other information. The other information comprises the information included in the annual report, but does not include the financial statements of the Group and of the Company and our auditors’ report thereon.

Our opinion on the financial statements of the Group and of the Company does not cover the annual report and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements of the Group and of the Company, our responsibility is to read the annual report and, in doing so, consider whether the annual report is materially inconsistent with the financial statements of the Group and of the Company or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of the annual report, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the Financial Statements

The Directors of the Company are responsible for the preparation of financial statements of the Group and of the Company that give a true and fair view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia. The Directors are also responsible for such internal control as the Directors determine is necessary to enable the preparation of financial statements of the Group and of the Company that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements of the Group and of the Company, the Directors are responsible for assessing the ability of the Group and of the Company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements of the Group and of the Company as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with approved standards on auditing in Malaysia and International Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• IdentifyandassesstherisksofmaterialmisstatementofthefinancialstatementsoftheGroupandoftheCompany, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtainanunderstandingofinternalcontrolrelevanttotheauditinordertodesignauditproceduresthatareappropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Group and of the Company.

• Evaluatetheappropriatenessofaccountingpoliciesusedandthereasonablenessofaccountingestimatesand related disclosures made by the Directors.




Auditors’ Responsibilities for the Audit of the Financial Statements (Cont’d)

• ConcludeontheappropriatenessoftheDirectors’useofthegoingconcernbasisofaccountingand,basedon the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group or of the Company to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements of the Group and of the Company or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group or the Company to cease to continue as a going concern.

• Evaluatetheoverallpresentation,structureandcontentofthefinancialstatementsoftheGroupandoftheCompany, including the disclosures, and whether the financial statements of the Group and of the Company represent the underlying transactions and events in a manner that gives a true and fair view.

• Obtainsufficientappropriateauditevidenceregardingthefinancialinformationoftheentitiesorbusinessactivities within the Group to express an opinion on the financial statements of the Group. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with the Directors, we determine those matters that were of most significance in the audit of the financial statements of the Group and of the Company for the current year and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our auditors’ report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGuLATORy REquIREMENTS

In accordance with the requirements of the Companies Act 2016 in Malaysia, we report that the subsidiaries of which we have not acted as auditors are disclosed in Note 7 to the financial statements.

OTHER MATTER

This report is made solely to the members of the Company, as a body, in accordance with Section 266 of the Companies Act 2016 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

…………………………………............... …………………………………...............KPMG PLT Dato’ Ooi Kok SengLLP0010081-LCA & AF0758 Approval Number : 02432/05/2021 JChartered Accountants Chartered Accountant

Penang




GROUP PROPERTIESas at 31 March 2020

Location

Approximate Age of

Building (years)

Description/Existing use

Build-upArea

(sq. ft.)

ApproximateLandArea

(sq. ft.) Tenure

CarryingAmount

as at31 March 2020

(RM’000)year of

Acquisition

Phase 3, 4 and 5 of PenangTimes Square erected on part of landknown as No. H.S. (D) 19170, Lot 10024,Seksyen 10, Bandar George Town,Daerah Timor Laut, Pulau Pinang.

N/A Phase 3 iscurrently

underdevelopment- Residential

andCommercialand Phases

4 and 5are for futuredevelopment

N/A 229,725 Freehold 77,897 2005, 2008,2009, 2011

Ivory Tower81-11-1, Jalan Dato’ Keramat,10150 George Town, Pulau Pinangerected on part of land known asNo. H.S. (D) 19170, Lot 10024,Seksyen 10, Bandar George Town,Daerah Timor Laut, Pulau Pinang.

6 Office forown use

48,766 N/A Freehold 19,640 2013

Birch House73, Birch House, Jalan Dato’ Keramat,10150 George Town, Pulau Pinangerected on part of land known asNo. H.S. (D) 19170, Lot 10024,Seksyen 10, Bandar George Town,Daerah Timor Laut, Pulau Pinang.

112 Commercial 18,710 18,140 Freehold 10,249 2008

Plaza Birch77-9-7, Plaza Birch, Jalan Dato’ Keramat,10150 George Town, Pulau Pinangerected on part of land known asNo. H.S. (D) 19170, Lot 10024,Seksyen 10, Bandar George Town,Daerah Timor Laut, Pulau Pinang.

11 Residential 1,130 N/A Freehold 254 2010

Phase 1 of Penang Times Square77-2-18 & 77-2-21,Jalan Dato’ Keramat,10150 George Town, Pulau Pinangerected on part of land known asNo. H.S. (D) 19170, Lot 10024,Seksyen 10, Bandar George Town,Daerah Timor Laut, Pulau Pinang.

11 Commercial 980 N/A Freehold 865 2011

Seri Taman Tanjung108-15-08 & 108-B-01,Persiaran Lengkuas, 10470 Pulau Pinangerected on land known asNo. Geran 70643,Lot 1598, Seksyen 2,Bandar Tanjong Tokong,Daerah Timor Laut, Pulau Pinang.

16 Residential and

Commercial with Car

Parking Bays

34,789 N/A Freehold 1,079 2004 &2005


Location

Approximate Age of

Building (years)

Description/Existing use

Build-upArea

(sq. ft.)

ApproximateLandArea

(sq. ft.) Tenure

CarryingAmount

as at31 March 2020

(RM’000)year of

Acquisition

Plaza Ivory2-2-12A & 2-2-28,Halaman Bukit Gambir,11700 Pulau Pinang erected onland known as No. Geran 2608,Lot 10320, Mukim 13,Daerah Timor Laut, Pulau Pinang.

15 Commercial with Car

Parking Bays

32,615 N/A Freehold 1,300 2006

Island Resort Club Houseerected on part of landknown as No. Hakmilik 10307,Lot 342, Seksyen 2,Bandar Batu Ferringgi,Daerah Timor Laut, Pulau Pinang.

7 Club House 13,724 67,533 Freehold 4,130 2013

Sitiawan Sales Galleryerected on part of land known asPN 361197, Lot 54140,Mukim of Sitiawan, Daerah Manjung,Perak.

1 Sales Gallery 5,740 50,848 Leasehold 3,978 2019

No. Hakmilik 1272, Lot 2838,Mukim 18, Daerah Timor Laut,Pulau Pinang.

N/A Development Land *

N/A 2,344,088 Freehold 58,929 2013

178,321

* Ivory Indah Sdn Bhd, a wholly-owned subsidiary of the Company has entered into a Sale and Purchase Agreement (“Agreement”) to dispose of the land in financial period 2015. The sale transaction is currently in progress pending fulfilment of the Conditions Precedent stated under the Agreement.

GROUP PROPERTIESAS AT 31 MARCh 2020


ANALySIS Of ShAREhOLDINgSas at 30 July 2020

Class of Shares : Ordinary shares Voting Right : 1 vote per ordinary share

1. ANALySIS By SIZE OF SHAREHOLDINGS

No. of % of total No. of % of totalSize of shareholdings shareholders shareholders shares issued capital

Less than 100 199 4.64 8,587 0.00100 to 1,000 367 8.56 175,408 0.041,001 to 10,000 1,652 38.54 10,913,782 2.2310,001 to 100,000 1,777 41.46 61,303,427 12.51100,001 to less than 286 6.67 222,706,900 45.44 5% of issued shares 5% and above of issued shares 5 0.12 194,971,625 39.78 TOTAL 4,286 100.00 490,079,729 100.00

2. THIRTy LARGEST SECuRITIES ACCOuNT HOLDERS

No. of % of totalName shares issued capital

1. AMSEC Nominees (Tempatan) Sdn Bhd 48,738,766 9.95 Pledged Securities Account for Low Eng Hock

2. MIDF Amanah Investment Nominees (Tempatan) Sdn Bhd 47,265,455 9.64 Pledged Securities Account for Low Eng Hock

3. Maybank Nominees (Tempatan) Sdn Bhd 36,610,000 7.47 Pledged Securities Account for Low Eng Hock

4. Kenanga Nominees (Tempatan) Sdn Bhd 34,129,000 6.96 Pledged Securities Account for Low Eng Hock

5. Kenanga Nominees (Tempatan) Sdn Bhd 28,228,404 5.76 Pledged Securities Account for Khoo Siew Siew

6. JF Apex Nominees (Tempatan) Sdn Bhd 23,862,962 4.87 Pledged Securities Account for Teow Wooi Huat

7. RHB Nominees (Tempatan) Sdn Bhd 23,860,000 4.87 Bank of China (Malaysia) Berhad Pledged Securities Account for Low Eng Hock

8. Ooi Choi Kiat 19,599,097 4.00

9. Alliancegroup Nominees (Tempatan) Sdn Bhd 17,800,000 3.63 Pledged Securities Account for Lee Foo San

10. RHB Nominees (Tempatan) Sdn Bhd 15,300,000 3.12 Pledged Securities Account for Low Eng Hock

11. NLY Development Sdn Bhd 7,157,100 1.46


2. THIRTy LARGEST SECuRITIES ACCOuNT HOLDERS (CONT’D)

No. of % of totalName shares issued capital

12. HLB Nominees (Tempatan) Sdn Bhd 6,750,000 1.38 Pledged Securities Account for Ooi Choi Kiat

13. RHB Nominees (Tempatan) Sdn Bhd 6,250,000 1.28 Pledged Securities Account for Choong Lye Fong

14. RHB Nominees (Tempatan) Sdn Bhd 5,405,000 1.10 Pledged Securities Account for Tan Boon Yew

15. Alliancegroup Nominees (Tempatan) Sdn Bhd 4,000,000 0.82 Pledged Securities Account for Low Eng Hock

16. TA Nominees (Tempatan) Sdn Bhd 3,484,000 0.71 Pledged Securities Account for Lee Chuan Hwa

17. Lee Ann Nee 2,932,200 0.60

18. Tohtonku Sdn Berhad 2,276,100 0.46

19. Maybank Nominees (Tempatan) Sdn Bhd 2,137,500 0.44 Pledged Securities Account for Low Hooi Bee

20. Public Nominees (Tempatan) Sdn Bhd 1,800,000 0.37 Pledged Securities Account for Ooi Choi Kiat

21. Chow Swee Yong 1,559,800 0.32

22. Kenanga Nominees (Tempatan) Sdn Bhd 1,480,000 0.30 Pledged Securities Account for Tan Kim Ee

23. Kenanga Nominees (Tempatan) Sdn Bhd 1,327,900 0.27 Pledged Securities Account for Khoo Poh Chye

24. Tan Kim Hee 1,236,300 0.25

25. Tan Beng Teong 1,200,000 0.24

26. CGS-CIMB Nominees (Tempatan) Sdn Bhd 1,128,100 0.23 Pledged Securities Account for Mak Ngia Ngia @ Mak Yoke Lum

27. Teow Chee Chow 1,095,500 0.22

28. Kenanga Nominees (Tempatan) Sdn Bhd 1,000,000 0.20 Pledged Securities Account for Yau Kok Seng

29. TA Nominees (Tempatan) Sdn Bhd 966,000 0.20 Pledged Securities Account for Tan Sin Lam

30. Tan Bee Choon 900,000 0.18

ANALySIS Of ShAREhOLDINgSAS AT 30 JuLy 2020


3. SuBSTANTIAL SHAREHOLDERS

Direct Interest Indirect Interest No. of % of No. of % of shares issued shares issuedName held capital held capital

1. Dato’ Low Eng Hock 209,903,750 42.83 28,228,404# 5.762. Ooi Choi Kiat 28,149,097 5.74 2,137,500# 0.443. Datin Khoo Siew Siew 28,228,404 5.76 209,903,750# 42.83

# Deemed interested by virtue of his/her spouses shareholdings in the Company.

4. DIRECTORS’ SHAREHOLDINGS

Direct Interest Indirect Interest No. of % of No. of % of shares issued shares issuedName held capital held capital

1. DrAsairinachan@ 45,000 0.01 – – Aravinachan A/L Kunjamboo 2. Dato’ Low Eng Hock 209,903,750 42.83 28,228,404^ 5.763. LowWeiShane – – – –4. TanSooMooi – – – – (Appointed w.e.f. 16 October 2019)5. Ooi Choi Kiat 28,149,097 5.74 2,137,500^ 0.446. LimHockSiu 195,750 0.04 – –

^ Held in the name of spouse and is treated as interest of the Director in accordance with Section 59(11)(c) of the Companies Act 2016.

INTEREST IN RELATED CORPORATIONS

Dato’ Low Eng Hock, by virtue of his interest in shares in the Company, is deemed interested in shares of all the Company’s related corporations to the extent that the Company has an interest. Save as disclosed above, none of the other Directors in office has any interest in shares in the Company’s related corporations as at 30 July 2020.

ANALySIS Of ShAREhOLDINgSAS AT 30 JuLy 2020


NOTICE IS HEREBy GIVEN that the Fifteenth (15th) Annual General Meeting (“AGM”) of Ivory Properties Group Berhad (“Company”) will be held on Wednesday, 23 September 2020 at 10.00 a.m., to be conducted entirely on a virtual basis via remote participation and electronic voting. The live streaming will be broadcast from Boardroom, Ivory Tower @ Penang Times Square, 81-11-1 Jalan Dato’ Keramat, 10150 George Town, Penang, Malaysia for the following purposes:-

AS ORDINARy BuSINESS

1. To receive the Audited Financial Statements for the financial year ended 31 March 2020 together with the Reports of the Directors and Auditors thereon.

(Please refer toExplanatory Note 2)

2. To approve the payment of Directors’ fees of RM174,375 per annum for Non-Executive Directors in respect of the financial year ended 31 March 2020.

Resolution 1

3. To approve the payment of benefit payable to the Directors up to an amount of RM200,000 from 23 September 2020 until the next AGM of the Company.

Resolution 2

4. To re-elect the following Directors who retire by rotation in accordance with Clause 167 of the Company’s Constitution and being eligible, offer themselves for re-election:-

(a) Dr. Asairinachan @ Aravinachan A/L Kunjamboo(b) Low Wei Shane

Resolution 3Resolution 4

5. To re-elect Tan Soo Mooi who retires in accordance with Clause 158 of the Company’s Constitution and being eligible, offers herself for re-election.

Resolution 5

6. To re-appoint Messrs. KPMG PLT as Auditors of the Company until the next AGM and to authorise the Directors to fix their remuneration.

Resolution 6

AS SPECIAL BuSINESS

To consider and, if thought fit, to pass the following resolutions, with or without modifications:-

7. Ordinary Resolution Authority to Issue and Allot Shares

“THAT subject always to the Companies Act 2016 (“the Act”), the Company’s Constitution, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) and approvals of the relevant Governmental and/or regulatory authorities, the Directors be and are hereby empowered to issue and allot shares in the Company pursuant to Sections 75 and 76 of the Act, at any time to such persons and upon such terms and conditions and for such purposes as the Directors may deem fit provided that the aggregate number of shares issued pursuant to this Resolution does not exceed 10% of the total number of issued shares of the Company for the time being and that the Directors be and are also empowered to obtain the approval from Bursa Securities for the listing of and quotation for the additional shares so issued AND THAT such authority shall continue to be in force until the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM is required to be held, whichever is earlier, unless such authority is revoked or varied by resolution passed by the shareholders in general meeting.”

Resolution 7

NOTICE Of ANNuAL gENERAL MEETINg


8. Ordinary Resolution Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party

Transactions of a Revenue or Trading Nature

“THAT subject always to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, approval be and is hereby given to the Company and its subsidiaries (“Ivory Group”) to enter into and give effect to specified recurrent related parties transactions of a revenue or trading nature of the Ivory Group with specified classes of Related Parties (as specified in Section 2.3 of the Circular to Shareholders dated 25 August 2020) which are necessary for the day-to-day operations, in the ordinary course of business and are carried out at arm’s length basis on normal commercial terms of Ivory Group which are not more favourable to the Related Parties than those generally available to the public and are not detrimental to minority shareholders of the Company and such approval shall continue to be in full force until:

(a) the conclusion of the next AGM following this AGM;(b) the expiration of the period within which the next AGM is required to be

held; or(c) revoked or varied by resolution passed by shareholders in a general meeting

whichever is earlier.

THAT authority be and is hereby given to the Directors of the Company to complete and do all such acts and things as they may consider necessary or expedient in the best interest of the Company (including executing all such documents as may be required) to give full effect to the transactions contemplated and or authorised by this Resolution.”

Resolution 8

9. Ordinary Resolution Proposed Retention of Independent Non-Executive Directors

(a) “THAT subject to the passing of Ordinary Resolution 3, approval be and is hereby given to Dr. Asairinachan @ Aravinachan A/L Kunjamboo, an Independent Non-Executive Director (“INED”) who has served as an INED of the Company for a cumulative term of more than nine (9) years, be retained and continue to act as an INED of the Company to hold office until the next AGM of the Company.”

(b) “THAT approval be and is hereby given to Lim Hock Siu, an INED who has served as an INED of the Company for a cumulative term of more than nine (9) years, be retained and continue to act as an INED of the Company to hold office until the next AGM of the Company.”

Resolution 9

Resolution 10

10. To consider any other business for which due notice shall have been given in accordance with the Act and the Company’s Constitution.

By Order of the Board,

Thum Sook Fun (SSM PC No. 201908000139, MIA 24701) Low Seow Wei (SSM PC No. 202008000437, MAICSA 7053500)Joint Company Secretaries

Penang, 25 August 2020



Explanatory Notes:-

1) Information for Shareholders/Proxies

1.1 As part of the initiatives and the safety measures to curb the spread of Coronavirus Disease 2019 (“COVID-19”), and having regard to the well-being and the safety of our shareholders, the 15th AGM will be conducted on a fully virtual basis through live streaming and online remote voting via Remote Participation and Voting facilities (“RPV”) which are available on Securities Services e-Portal (“SSeP”) at https://www.sshsb.net.my/login.aspx.

Please follow the procedures provided in the Administrative Guide for the 15th AGM in order to register, participate and vote remotely via the RPV.

1.2 The broadcast venue is strictly for the purpose of compliance with Section 327(2) of the Act which stipulates that the Chairman of the meeting shall be present at the main venue of the 15th AGM and in accordance with Clause 94 of the Company’s Constitution which allows a meeting of members to be held at more than one venue, using any technology or method that enables the members of the Company to participate and to exercise the members’ right to participate and vote at the general meeting.

1.3 As the 15th AGM will be conducted via a fully virtual meeting, a member entitled to participate and vote at the meeting may appoint up to two (2) proxies or the Chairman of the Meeting as his/her proxy(ies) to participate and vote in his or her stead, by indicating the voting instruction in the Form of Proxy: -

(a) A proxy may but need not to be a member of the Company. There shall be no restriction as to the qualification of the proxy.

(b) A proxy appointed to participate and vote at the meeting shall have the same rights as the member to participate at the meeting.

(c) Where a member appoints two (2) proxies, the appointment shall be invalid unless he or she specifies the proportion of his or her holdings to be represented by each proxy.

Pursuant to the Guidance on the Conduct of General Meetings for Listed Issuers issued by Securities Commission Malaysia, the right to speak is not limited to verbal communication only but includes other modes of expression. Therefore, all shareholders and proxies shall communicate with the Company via real time submission of typed texts through a text box within SSeP’s platform during the live streaming of the 15th AGM as the primary mode of communication. In the event of any technical glitch in this primary mode of communication, shareholders and proxies may email their questions to [email protected] during the 15th AGM. The questions and/or remarks submitted by the shareholders and/or proxies will be broadcasted and responded by the Chairman/Board/relevant adviser during the 15th AGM.

1.4 Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991 (“SICDA”), it may appoint at least one (1) proxy in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.

1.5 Where a member of the Company is an Exempt Authorised Nominee (“EAN”) which holds ordinary shares in the Company for multiple beneficial owners in one (1) Securities Account (“Omnibus Account”), there shall be no limit to the number of proxies which the EAN may appoint in respect of each Omnibus Account it holds. An EAN refers to an additional nominee defined under the SICDA which is exempted from compliance with the provisions of subsection 25A(1) of the SICDA.

1.6 The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, the proxy form must be executed under its Common Seal or under the hand of two (2) authorised officers, of whom shall be a Director, or of its attorney duly authorised in writing to act on behalf of the corporation.



Explanatory Notes (Cont’d):-

1) Information for Shareholders/Proxies (Cont’d)

1.7 The appointment of proxy(ies) may be made in hardcopy form or by electronic means as follows:-

(a) In Hardcopy Form

The Form of 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, must be deposited at the Company’s Registered Office at Suite 18.05, MWE Plaza, No. 8, Lebuh Farquhar, 10200 George Town, Pulau Pinang, Malaysia.

(b) By SSeP

The Form of Proxy can be electronically submitted via SSeP at https://www.sshsb.net.my.

in either case, at least forty-eight (48) hours before the time appointed for holding the 15th AGM or any adjournment thereof.

1.8 In respect of deposited securities, only a Depositor whose name appears on the Record of Depositors on 17 September 2020 (General Meeting Record of Depositors) shall be eligible to participate and vote at the meeting or appoint proxy to attend and/or vote on his/her behalf.

1.9 Pursuant to Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Securities, all resolutions set out in the Notice of the 15th AGM will be put to vote by way of a poll.

2) Item 1 of the AgendaAudited Financial Statements for the financial year ended 31 March 2020

This Agenda item is meant for discussion only, as the provision of Section 340(1)(a) of the Act does not require a formal approval for the Audited Financial Statements from the shareholders of the Company and hence, Agenda 1 is not put forward for voting.

3) Ordinary Resolution 1Payment of Directors’ fees

The proposed Directors’ fees of RM174,375 is to be paid to all Non-Executive Directors for the financial year

ended 31 March 2020.

The payment of Directors’ fees to all Non-Executive Directors in respect of financial year ended 31 March 2020 will only be made if the proposed Resolution 1 has been passed at the 15th AGM pursuant to Clause 182 of the Company’s Constitution and Section 230(1)(b) of the Act.

4) Ordinary Resolution 2Payment of benefits payable to the Directors

Section 230(1) of the Act provides amongst others, that the fees of the Directors and any benefits payable to the Directors of a listed company and its subsidiaries shall be approved at a general meeting.

The benefits payable to the Directors pursuant to Section 230(1)(b) of the Act has been reviewed by the Board of Directors of the Company, which recognises that the benefits payable are in the best interest of the Company for the applicable period from 23 September 2020 up to the conclusion of the next AGM. The benefits comprise of Directors and Officers Liability Insurance, benefits in kind and others for Directors and meeting allowances, which will only be accorded based on actual attendance of meetings by the Non-Executive Directors.




5) Ordinary Resolutions 3, 4 and 5Re-election of Directors

Clause 167 of the Company’s Constitution states that one-third (1/3) of the Directors shall retire from office and shall be eligible for re-election at each AGM. All Directors shall retire from office at least once in each three (3) years but shall be eligible for re-election.

Clause 158 of the Company’s Constitution states that the Directors may appoint a person who is willing to act as Director, either to fill a casual vacancy or as an additional Director, provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Company’s Constitution as the maximum number of Directors. A Director so appointed shall hold office only until the next following AGM and shall then be eligible for re-election, and shall not be taken into account in determining the Directors who are to retire by rotation at the meeting.

In determining the eligibility of the Directors to stand for re-election at the forthcoming 15th AGM, the Nominating Committee (“NC”) has assessed the Directors and was satisfied with the assessment.

The Board approved the NC’s recommendation for the re-election of the retiring Directors pursuant to Clauses 167 and 158 of the Company’s Constitution at the forthcoming 15th AGM of the Company. During a Board Meeting, all the retiring Directors have consented to their re-election, and abstained from deliberation as well as decision on their own eligibility to stand for re-election at the forthcoming 15th AGM.

6) Ordinary Resolution 6Re-appointment of Auditors

The Audit and Risk Management Committee (“ARMC”) has assessed the suitability and independence of the external auditors and recommended the re-appointment of Messrs. KPMG PLT as external auditors of the Company for the financial year ending 31 March 2021. The current auditors have expressed their willingness to continue in office. The ARMC and the Board had in their meetings held on 29 June 2020, considered the re-appointment of Messrs. KPMG PLT as external auditors of the Company and collectively agreed that Messrs. KPMG PLT has met the relevant criteria prescribed by Paragraph 15.21 of the Main Market Listing Requirements of Bursa Securities (“Listing Requirements”). The Board recommends the re-appointment of Messrs. KPMG PLT as external auditors of the Company to hold office until the conclusion of the next AGM.

7) Ordinary Resolution 7Authority to issue and allot shares

The Ordinary Resolution 7 is to seek renewal of the general mandate for the issue of shares pursuant to Sections 75 and 76 of the Act at the 15th AGM.

The Ordinary Resolution 7, if passed, will empower the Directors of the Company to issue and allot shares in the Company from time to time and for such purposes as the Directors consider would be in the interest of the Company up to an amount not exceeding 10% of the total number of issued shares of the Company for the time being. This authority will, unless revoked or varied by the Company in general meeting, expire at the next AGM of the Company or the period within which the next AGM of the Company is required to be held, whichever is the earlier.

The general mandate will provide flexibility to the Company for any possible fund raising activities, including but not limited to further placing of shares, for purpose of funding future investment projects, working capital and/or acquisitions as well as to avoid any delay and cost in convening general meetings to specifically approve such an issuance of shares.

As at the date of the Notice, no new shares in the Company were issued pursuant to the general mandate granted by the shareholders of the Company to the Directors at the last AGM held on 30 August 2019 and it will lapse at the conclusion of the 15th AGM to be held on 23 September 2020.




8) Ordinary Resolution 8 Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions of Revenue or

Trading Nature

The Ordinary Resolution 8, if passed, will allow Ivory Group to enter into recurrent related party transactions in the ordinary course of business with specified classes of related parties and avoid the necessity to convene separate general meetings from time to time to seek shareholders’ approval when such recurrent related party transactions occur. This would reduce substantial administrative time, inconveniences and expenses associated with the convening of such meetings. The shareholders’ mandate is subject to renewal on an annual basis.

Further information on the proposed Ordinary Resolution 8 is set out in the Circular to Shareholders dated 25 August 2020.

9) Ordinary Resolutions 9 and 10Proposed Retention of Independent Non-Executive Directors

The NC has assessed the independence of Dr. Asairinachan @ Aravinachan A/L Kunjamboo and Lim Hock Siu, who have served as INED of the Company for a cumulative term of more than nine (9) years and recommended them to continue to act as INED of the Company, as:

(a) they have fulfilled the criteria under the definition of Independent Director as stated in the Listing Requirements and will thus be able to function as a check and balance, and bring an element of objectivity to the Board;

(b) their vast experiences in their related fields have enhanced the Board’s diverse set of experience, expertise and independent judgment;

(c) they have been with the Company for a cumulative term of more than nine (9) years and have good knowledge of the Company’s business operations and the property development market;

(d) they have devoted sufficient time and attention to their professional obligations for informed and balanced decision making;

(e) they have exercised due care during their tenure as the INED of the Company and carried out their professional duties in the best interest of the Company and its shareholders; and

(f) they have confirmed and declared in writing that they are independent and had satisfied all the criteria of Independent Director set out in Paragraph 1.01 of the Listing Requirements.

The Ordinary Resolutions 9 and 10 if passed, will enable Dr. Asairinachan @ Aravinachan A/L Kunjamboo and Lim Hock Siu who have served more than nine (9) years to be retained and continue to act as the INED of the Company.

STATEMENT ACCOMPANyING NOTICE OF AGM PuRSuANT TO PARAGRAPH 8.27(2) OF THE LISTING REquIREMENTS

1. Details of individuals who are standing for election as Directors

No individual is standing for election as a Director at the forthcoming 15th AGM of the Company.

2. General mandate for issue of securities in accordance with Paragraph 6.03(3) of the Listing Requirements

Details of the general mandate to issue securities in the Company pursuant to Sections 75 and 76 of the Act are set out in Explanatory Note 7 of the Notice of the 15th AGM.


© 2020 SS E Solutions Sdn. Bhd. 202001010461 (1366781-T). All rights reserved.

ADMINISTRATIVE GUIDE

SECURITIES SERVICES e-PORTAL WHAT IS Securities Services e-Portal? Securities Services e-Portal (“e-Portal”) is an online platform that will allow both individual shareholders and body corporate shareholders through their appointed representatives, to - Submit proxy form electronically – paperless submission Register for remote participation and voting at meetings Attend and participate at meetings remotely via live streaming Vote online remotely on resolutions tabled at meetings

(referred to as “e-Services”) All users are to read, agree and abide to all the Terms and Conditions of Use and Privacy Policy as required throughout the e-Services. ENQUIRY

If you have any enquiries prior to the Fifteenth (“15th”) Annual General Meeting (“AGM”) of Ivory Properties Group Berhad with regards to the e-Services, please contact the following during office hours from 9.00 am to 5.00 pm from Monday to Friday, except on public holidays: -

SS E Solutions Sdn. Bhd. c/o Suite 18.05, MWE Plaza, No. 8 Lebuh Farquhar, 10200 George Town, Pulau Pinang General Line : +604-263 1966 Fax Number : +604-262 8544 Email : [email protected]

BEFORE THE MEETING

FIRST, register as a User of Securities Services e-Portal

ALL SHAREHOLDERS AND PROXIES MUST REGISTER AS USER OF SECURITIES SERVICES e-PORTAL BY 17 SEPTEMBER 2020.

Step 1 Visit https://www.sshsb.net.my/login.aspx Step 2 Register as a user - registration is free Step 3 Wait for our notification email which will be sent to you within one (1) working day Step 4 Verify your user account within seven (7) days of the notification email and log in to https://www.sshsb.net.my/login.aspx This is a ONE-TIME registration. If you are already a registered user of Securities Services e-Portal, you need not register again. Your email address is your User ID. © 2020 SS E Solutions Sdn. Bhd. 202001010461 (1366781-T). All rights reserved.






BEFORE THE MEETING



Step 1 Visit https://www.sshsb.net.my/login.aspx Step 2 Register as a user - registration is free Step 3 Wait for our notification email which will be sent to you within one (1) working day Step 4 Verify your user account within seven (7) days of the notification email and log in to https://www.sshsb.net.my/login.aspx This is a ONE-TIME registration. If you are already a registered user of Securities Services e-Portal, you need not register again. Your email address is your User ID.







BEFORE THE MEETING





SECOND, once you have successfully registered as a User of Securities Services e-Portal, log in to https://www.sshsb.net.my/login.aspx with your registered email and password to register for remote participation

at 15th AGM of Ivory Properties Group Berhad:

REGISTRATION FOR REMOTE PARTICIPATION AT MEETING

Meeting

Closing Date and Time for Registration for Remote Participation

15th AGM on Wednesday, 23 September 2020 at 10:00 a.m. 21 September 2020 at 10:00 a.m. Look for Ivory Properties Group Berhad under Company Name and 15th AGM on 23 September 2020 at 10:00 a.m. –

Registration for Remote Participation under Corporate Exercise/Event and click “>” to register for remote participation at the 15th AGM.

Step 1 Check if you are attending as – Individual shareholder Corporate or authorised representative of a body corporate For body corporates, the appointed corporate/authorised representative has to upload the evidence of authority (e.g.

Certificate of Appointment of Corporate Representative, Power of Attorney, letter of authority or other documents proving authority). All documents that are not in English or Bahasa Malaysia have to be accompanied by a certified translation in English in 1 file. The original evidence of authority and translation thereof, if required, have to be submitted to SS E Solutions Sdn Bhd at Suite 18.05, MWE Plaza, No. 8 Lebuh Farquhar, 10200 George Town, Penang for verification before the registration closing date and time stated above.

Step 2 Enter your CDS account number or the body corporate’s CDS account number. A copy of your e-Registration for remote participation can be accessed via My Records (refer to the left navigation panel). As the 15th AGM will be conducted on a fully virtual basis and only the Board of Directors and essential persons will be

present at the broadcast venue, we highly encourage all shareholders to remotely participate and vote at the meeting, failing which, please appoint the Chairman of the meeting as proxy or your own proxy(ies) to represent you.

PROXIES & CORPORATE REPRESENTATIVES

All appointed proxies and corporate representatives need not register for remote participation as indicated above but will need to register as Users of the Securities Services e-Portal by 17 September 2020. Upon processing the proxy forms, we will grant the proxy access to remote participation at the 15th AGM to which he/she is appointed for instead of the shareholder, provided that the proxy must be a registered user of the Securities Services e-Portal, failing which, the proxy or corporate representative will not be able to participate at the 15th AGM as the meeting will be conducted on a fully virtual basis.







BEFORE THE MEETING





SECOND, once you have successfully registered as a User of Securities Services e-Portal, log in to https://www.sshsb.net.my/login.aspx with your registered email and password to register for remote participation

at 15th AGM of Ivory Properties Group Berhad:

REGISTRATION FOR REMOTE PARTICIPATION AT MEETING

Meeting

Closing Date and Time for Registration for Remote Participation

15th AGM on Wednesday, 23 September 2020 at 10:00 a.m. 21 September 2020 at 10:00 a.m. Look for Ivory Properties Group Berhad under Company Name and 15th AGM on 23 September 2020 at 10:00 a.m. –

Registration for Remote Participation under Corporate Exercise/Event and click “>” to register for remote participation at the 15th AGM.

Step 1 Check if you are attending as – Individual shareholder Corporate or authorised representative of a body corporate For body corporates, the appointed corporate/authorised representative has to upload the evidence of authority (e.g.

Certificate of Appointment of Corporate Representative, Power of Attorney, letter of authority or other documents proving authority). All documents that are not in English or Bahasa Malaysia have to be accompanied by a certified translation in English in 1 file. The original evidence of authority and translation thereof, if required, have to be submitted to SS E Solutions Sdn Bhd at Suite 18.05, MWE Plaza, No. 8 Lebuh Farquhar, 10200 George Town, Penang for verification before the registration closing date and time stated above.

Step 2 Enter your CDS account number or the body corporate’s CDS account number. A copy of your e-Registration for remote participation can be accessed via My Records (refer to the left navigation panel). As the 15th AGM will be conducted on a fully virtual basis and only the Board of Directors and essential persons will be

present at the broadcast venue, we highly encourage all shareholders to remotely participate and vote at the meeting, failing which, please appoint the Chairman of the meeting as proxy or your own proxy(ies) to represent you.

PROXIES & CORPORATE REPRESENTATIVES

All appointed proxies and corporate representatives need not register for remote participation as indicated above but will need to register as Users of the Securities Services e-Portal by 17 September 2020. Upon processing the proxy forms, we will grant the proxy access to remote participation at the 15th AGM to which he/she is appointed for instead of the shareholder, provided that the proxy must be a registered user of the Securities Services e-Portal, failing which, the proxy or corporate representative will not be able to participate at the 15th AGM as the meeting will be conducted on a fully virtual basis.


ON THE DAY OF THE MEETING

Log in to https://www.sshsb.net.my/login.aspx with your registered email and password

JOINING THE LIVE STREAM MEETING (eLive)

Meeting eLive Access Date and Time 15th AGM on Wednesday, 23 September 2020 at 10:00 a.m. Wednesday, 23 September 2020 at 9:45 a.m.

Look for Ivory Properties Group Berhad under Company Name and 15th AGM on 23 September 2020 at 10:00 a.m. – Live

Streaming under Corporate Exercise/Event and click “>” to join the meeting The access to the live stream meeting will open on the abovementioned date and time. If you have any questions to raise, you may type them in the text box to transmit. The Chairman/Board/relevant adviser

will endeavour to broadcast your question and their answer during the 15th AGM. Do take note that the quality of the live streaming is dependent on the stability of the internet connection at the location of the user.

REMOTE ONLINE VOTING DURING THE MEETING (eVoting)

Meeting eVoting Access Date and Time

15th AGM on Wednesday, 23 September 2020 at 10:00 a.m. Wednesday, 23 September 2020 at 10:00 a.m. Look for Ivory Properties Group Berhad under Company Name and 15th AGM on 23 September 2020 at 10:00 a.m. –

Remote Voting under Corporate Exercise/Event and click “>” to remotely cast and submit the votes online for the resolutions tabled at the meeting

Step 1 Cast your votes by clicking on the radio buttons against each resolution. Step 2 Review your casted votes, confirm and submit the votes.

The access to eVoting will open on the abovementioned date and time. Your votes casted will apply throughout all the CDS accounts you represent as an individual shareholder, corporate/

authorised representative and proxy. Where you are attending as a proxy, and the shareholder who appointed you has indicated how the votes are to be casted, we will take the shareholder's indicated votes in the proxy form.

The access to eVoting will close when the Chairman announces the closing of all voting at the 15th AGM. A copy of your submitted eVoting can be accessed via My Records (refer to the left navigation panel).


ON THE DAY OF THE MEETING

Log in to https://www.sshsb.net.my/login.aspx with your registered email and password

JOINING THE LIVE STREAM MEETING (eLive)

Meeting eLive Access Date and Time 15th AGM on Wednesday, 23 September 2020 at 10:00 a.m. Wednesday, 23 September 2020 at 9:45 a.m.

Look for Ivory Properties Group Berhad under Company Name and 15th AGM on 23 September 2020 at 10:00 a.m. – Live

Streaming under Corporate Exercise/Event and click “>” to join the meeting The access to the live stream meeting will open on the abovementioned date and time. If you have any questions to raise, you may type them in the text box to transmit. The Chairman/Board/relevant adviser

will endeavour to broadcast your question and their answer during the 15th AGM. Do take note that the quality of the live streaming is dependent on the stability of the internet connection at the location of the user.

REMOTE ONLINE VOTING DURING THE MEETING (eVoting)

Meeting eVoting Access Date and Time

15th AGM on Wednesday, 23 September 2020 at 10:00 a.m. Wednesday, 23 September 2020 at 10:00 a.m. Look for Ivory Properties Group Berhad under Company Name and 15th AGM on 23 September 2020 at 10:00 a.m. –

Remote Voting under Corporate Exercise/Event and click “>” to remotely cast and submit the votes online for the resolutions tabled at the meeting

Step 1 Cast your votes by clicking on the radio buttons against each resolution. Step 2 Review your casted votes, confirm and submit the votes.

The access to eVoting will open on the abovementioned date and time. Your votes casted will apply throughout all the CDS accounts you represent as an individual shareholder, corporate/

authorised representative and proxy. Where you are attending as a proxy, and the shareholder who appointed you has indicated how the votes are to be casted, we will take the shareholder's indicated votes in the proxy form.

The access to eVoting will close when the Chairman announces the closing of all voting at the 15th AGM. A copy of your submitted eVoting can be accessed via My Records (refer to the left navigation panel).

✄PROXy FORM

CDS Account No. No. of Shares Held

*I/We NRIC/ Passport No. (Full Name in Capital Letters)

of (Full address in capital letters and telephone number)

being a member/members of IVORy PROPERTIES GROuP BERHAD (“the Company”) hereby appoint the following person(s):-

First Proxy

Name NRIC No. AddressNo. of shares or % of

shares to be represented

Second Proxy

Name NRIC No. AddressNo. of shares or % of

shares to be represented

or the Chairman of the meeting, as *my/our proxy to vote in *my/our name(s) on *my/our behalf at the Fifteenth (15th) Annual General Meeting (“AGM”) of the Company to be held on Wednesday, 23 September 2020 at 10.00 a.m. to be conducted entirely on a virtual basis via remote participation and electronic voting. The live streaming will be broadcast from Boardroom, Ivory Tower @ Penang Times Square, 81-11-1, Jalan Dato’ Keramat, 10150 George Town, Penang, Malaysia and at any adjournment thereof.

Please indicate with an ‘X’ in the space provided below how you wish your vote to be casted. In the absence of specific directions, your proxy will vote or abstain from voting at his/her discretion.

Ordinary Resolutions

First Proxy Second Proxy

For Against For Against

Ordinary Business

1. To approve the payment of Directors’ fees of RM174,375 for the financial year ended 31 March 2020.

2. To approve the payment of benefits payable to the Directors up to an amount of RM200,000 from 23 September 2020 until the next AGM of the Company.

3. To re-elect Dr. Asairinachan @ Aravinachan A/L Kunjamboo as a Director of the Company.

4. To re-elect Low Wei Shane as a Director of the Company.

5. To re-elect Tan Soo Mooi as a Director of the Company.

6. To re-appoint Messrs KPMG PLT as Auditors of the Company.

Special Business

7. To empower the Directors to issue and allot shares.

8. To renew Shareholders’ Mandate for recurrent related party transactions of a revenue or trading nature.

9. To retain Dr. Asairinachan @ Aravinachan A/L Kunjamboo as Independent Non-Executive Director of the Company.

10. To retain Lim Hock Siu as Independent Non-Executive Director of the Company. Note : Please note that the short description given above on the Resolutions to be passed do not in any way whatsoever reflect the intent

and purpose of the Resolutions. Shareholders are encouraged to refer to the Notice of Fifteen (15th) Annual General Meeting for the full purpose and intent of the Resolutions to be passed.

Dated this _________ day of ____________________ 2020.

_________________________________________________________ _________________________________________________________Signature of Shareholder Common Seal to be affixed here if Shareholder is a Corporation

Notes:1.1 As part of the initiatives and the safety measures to curb the spread of Coronavirus Disease 2019 (“COVID-19”), and having regard to the well-being and the safety of our

shareholders, the 15th AGM will be conducted on a fully virtual basis through live streaming and online remote voting via Remote Participation and Voting facilities (“RPV”) which are available on Securities Services e-Portal (“SSeP”) at https://www.sshsb.net.my/login.aspx.

Please follow the procedures provided in the Administrative Guide for the 15th AGM in order to register, participate and vote remotely via the RPV.

1.2 The broadcast venue is strictly for the purpose of compliance with Section 327(2) of the Act which stipulates that the Chairman of the meeting shall be present at the main venue of the 15th AGM and in accordance with Clause 94 of the Company’s Constitution which allows a meeting of members to be held at more than one venue, using any technology or method that enables the members of the Company to participate and to exercise the members’ right to participate and vote at the general meeting.

1.3 As the 15th AGM will be conducted via a fully virtual meeting, a member entitled to participate and vote at the meeting may appoint up to two (2) proxies or the Chairman of the Meeting as his/her proxy(ies) to participate and vote in his or her stead, by indicating the voting instruction in the Form of Proxy: -

a) A proxy may but need not to be a member of the Company. There shall be no restriction as to the qualification of the proxy.b) A proxy appointed to participate and vote at the meeting shall have the same rights as the member to participate at the meeting.c) Where a member appoints two (2) proxies, the appointment shall be invalid unless he or she specifies the proportion of his or her holdings to be represented by each

proxy.

Pursuant to the Guidance on the Conduct of General Meetings for Listed Issuers issued by Securities Commission Malaysia, the right to speak is not limited to verbal communication only but includes other modes of expression. Therefore, all shareholders and proxies shall communicate with the Company via real time submission of typed texts through a text box within SSeP’s platform during the live streaming of the 15th AGM as the primary mode of communication. In the event of any technical glitch in this primary mode of communication, shareholders and proxies may email their questions to [email protected] during the 15th AGM. The questions and/or remarks submitted by the shareholders and/or proxies will be broadcasted and responded by the Chairman/Board/relevant adviser during the 15th AGM.

1.4 Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991 (“SICDA”), it may appoint at least one (1) proxy in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.

1.5 Where a member of the Company is an Exempt Authorised Nominee (“EAN”) which holds ordinary shares in the Company for multiple beneficial owners in one (1) Securities Account (“Omnibus Account”), there shall be no limit to the number of proxies which the EAN may appoint in respect of each Omnibus Account it holds. An EAN refers to an additional nominee defined under the SICDA which is exempted from compliance with the provisions of subsection 25A(1) of the SICDA. 171ANNUAL REPORT 2017

Proxy Form for the Twelfth Annual General Meeting

IVORY PROPERTIES GROUP BERHAD (673211-M)

CDS Account No. No. of Shares Held

I/We NRIC/ Passport No. (Full Name in Capital Letters)of (Full address in capital letters and telephone number)being a member/members of IVORY PROPERTIES GROUP BERHAD (“the Company”) hereby appoint the following person(s):-

First ProxyName NRIC No. Address No. of shares or % of shares to be represented

Second ProxyName NRIC No. Address No. of shares or % of shares to be represented

or failing him/her/them, the Chairman of the meeting, as *my/our proxy to vote in *my/our name(s) on *my/our behalf at the Twelfth Annual General Meeting of the Company to be held at Auditorium, Ivory Tower @ Penang Times Square, 81-11-1, Jalan Dato’ Keramat, 10150 George Town, Penang on Tuesday, 29 August 2017 at 10.00 a.m. and at any adjournment thereof.

Please indicate with an ‘X’ in the space provided below how you wish your vote to be casted. In the absence of specific directions, your proxy will vote or abstain from voting at his/her discretion.

Ordinary ResolutionsFirst Proxy Second Proxy

For Against For Against1. To approve the payment of Directors’ fees of RM175,000 for the financial year ended 31 March

2017.2. To re-elect Dato’ Low Eng Hock as a Director of the Company.3. To re-elect Dr Asairinachan @ Aravinachan A/L Kunjamboo as a Director of the Company.4 To re-elect Dato’ Haji Arifin bin Haji Awang as a Director of the Company.5 To re-elect Lee Chin Aik as a Director of the Company.6. To re-appoint Messrs. KPMG PLT as Auditors of the Company. 7 To approve the payment of benefits payable to the Directors pursuant to Section 230(1)(b) of

the Companies Act, 2016. 8. To empower the Directors to issue and allot shares. 9. To renew Shareholders’ Mandate for recurrent related party transactions of a revenue or

trading nature.

Note : Please note that the short description given above on the Resolutions to be passed do not in any way whatsoever reflect the intent and purpose of the Resolutions. Shareholders are encouraged to refer to the Notice of Twelfth Annual General Meeting for the full purpose and intent of the Resolutions to be passed.

Dated this day of 2017.

Signature of Shareholder Common Seal to be affixed here if Shareholder is a Corporation

Notes:1.1 A member entitled to attend and vote at the Meeting is entitled to appoint two (2) proxies to attend and vote in his or her stead. A proxy may but need not be a member

of the Company and a member may appoint any person to be his proxy. There shall be no restriction as to the qualification of the proxy. A proxy appointed to attend and vote at the Meeting shall have the same rights as the member to speak at the Meeting.

1.2 Where a member appoint two (2) proxies, the appointment shall be invalid unless he or she specifies the proportion of his or her holdings to be represented by each proxy. 1.3 Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991 (“SICDA”), it may appoint at least one

(1) proxy in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account. 1.4 Where a member of the Company is an Exempt Authorised Nominee (“EAN”) which holds ordinary shares in the Company for multiple beneficial owners in one (1)

Securities Account (“Omnibus Account”), there shall be no limit to the number of proxies which the EAN may appoint in respect of each Omnibus Account it holds. An EAN refers to an additional nominee defined under the SICDA which is exempted from compliance with the provisions of subsection 25A(1) of the SICDA.

1.5 The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, the proxy form must be executed under its Common Seal or under the hand of its attorney.

1.6 For the proxy to be valid, the proxy form duly completed must be deposited at the Company’s Registered Office at Suite 18.05, MWE Plaza, No. 8 Lebuh Farquhar, 10200 George Town, Penang, Malaysia, not less than forty-eight (48) hours before the time appointed for holding the meeting or any adjournment thereof.

1.7 In respect of deposited securities, only a Depositor whose name appears on the Record of Depositors on 23 August 2017 (General Meeting Record of Depositors) shall be eligible to attend, speak and vote at the meeting or appoint proxy to attend and/or vote on his/her behalf.

1.8 Pursuant to Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set out in the Notice of the Twelfth AGM will be put to vote by way of a poll.

1.9 Any alteration in this form must be initialed. Personal Data PrivacyBy submitting the duly executed proxy form, the member and his/her proxy consent to the Company and/or its agents/service providers to collect, use and disclose the personal data therein in accordance with the Personal Data Protection Act 2010, for the purpose of the Annual General Meeting of the Company and any adjournment thereof.

IVORY PROPERTIES GROUP BERHAD Registration No.: 200401034702 (673211-M)

Joint Company SecretariesIvory Properties Group BerhadRegistration No. 200401034702 (673211-M)Suite 18.05, MWE PlazaNo. 8 Lebuh Farquhar10200 George TownPenang, Malaysia

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1st Fold Here

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AFFIXSTAMP

Notes (Cont’d): 1.6 The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation,

the proxy form must be executed under its Common Seal or under the hand of two (2) authorised officers, of whom shall be a Director, or of its attorney duly authorised in writing to act on behalf of the corporation.

1.7 The appointment of proxy(ies) may be made in hardcopy form or by electronic means as follows:-

a) In Hardcopy Form

The Form of 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, must be deposited at the Company’s Registered Office at Suite 18.05, MWE Plaza, No. 8, Lebuh Farquhar, 10200 George Town, Pulau Pinang, Malaysia.

b) By SSeP

The Form of Proxy can be electronically submitted via SSeP at https://www.sshsb.net.my.

in either case, at least forty-eight (48) hours before the time appointed for holding the 15th AGM or any adjournment thereof.

1.8 In respect of deposited securities, only a Depositor whose name appears on the Record of Depositors on 17 September 2020 (General Meeting Record of Depositors) shall be eligible to participate and vote at the meeting or appoint proxy to attend and/or vote on his/her behalf.

1.9 Pursuant to Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Securities, all resolutions set out in the Notice of the 15th AGM will be put to vote by way of a poll.

1.10 Any alteration in this form must be initialed.

Personal Data Privacy

By submitting the duly executed proxy form, the member and his/her proxy consent to the Company and/or its agents/service providers to collect, use and disclose the personal data therein in accordance with the Personal Data Protection Act 2010, for the purpose of the 15th AGM of the Company and any adjournment thereof.

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