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KAMDAR GROUP (M) BERHAD (Co. No. 577740-A)

(Incorporated in Malaysia) AND ITS SUBSIDIARIES

REPORTS AND FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 MARCH 2019

(In Ringgit Malaysia)

2 KAMDAR GROUP (M) BERHAD | ANNUAL REPORT 2019

KAMDAR GROUP (M) BERHAD (Co. No. 577740-A)

(Incorporated in Malaysia) AND ITS SUBSIDIARIES

REPORTS AND FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 MARCH 2019

(In Ringgit Malaysia)


[ contents ]corporate Information

notice of Annual General Meeting

Directors’ Profile

Profile of Key senior Management

corporate structure

Management Discussion and Analysis

sustainability statement

corporate Governance overview statement

Audit committee’s Report

statement on Risk Management and Internal control

other Disclosure Requirements Pursuant to the Listing Requirements of Bursa securities

Directors’ Report

statement by Directors and statutory Declaration

Independent Auditors’ Report

statements of Profit And Loss And other comprehensive Income

statements of Financial Position

statements of changes in equity

statements of cash Flows

notes to the Financial statements

Group’s Properties

Analysis of shareholdings

Form of Proxy

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corporate Information

BOARD OF DIRECTORSKamal Kumar Kishorchandra Kamdar – Chairman / Managing DirectorChia Lee Hoon – Executive Director Simon @ Flam Fernandez – Independent Non-Executive DirectorPragna A/P K M Kamdar – Non-Independent Non-Executive DirectorVicknaraj A/L Jayaraj – Independent Non-Executive Director (Appointed on 7 December 2018)Rajesh Kumar A/L Gejinder Nath – Independent Non-Executive Director (Retired on 10 September 2018)

AUDIT COMMITEEChairman Simon @ Flam FernandezMembersVicknaraj A/L JayarajPragna A/P K M Kamdar

REMUNERATION COMMITEEChairman Vicknaraj A/L JayarajMembersPragna A/P K M KamdarSimon @ Flam Fernandez

NOMINATING COMMITTEEChairman Simon @ Flam FernandezMembersVicknaraj A/L JayarajPragna A/P K M Kamdar

COMPANY SECRETARIES

Lim Seck Wah (MAICSA NO.: 0799845)M. Chandrasegaran A/L S. Murugasu(MAICSA NO.: 0781031)


corporate Information (cont'd)

REGISTERED OFFICELevel 15-2, Bangunan Faber Imperial CourtJalan Sultan Ismail 50250 Kuala LumpurTel: 03-26924271Fax: 03-27325388

SHARE REGISTRAR

MEGA CORPORATE SERVICES SDN. BHD. (Company No.: 187984-H)Level 15-2, Bangunan Faber Imperial CourtJalan Sultan Ismail 50250 Kuala LumpurTel : 03-26924271Fax: 03-27325388

PRINCIPAL BANKERSAffin Bank BerhadAmBank BerhadBank Islam Malaysia BerhadCIMB Bank BerhadHong Leong Bank BerhadMalayan Banking BerhadOCBC Bank (Malaysia) BerhadPublic Bank BerhadRHB Bank BerhadStandard Chartered Bank Malaysia BerhadUnited Overseas Bank (M) Berhad

SOLICITORSAmrit & CompanyStella Soo Geok Choo & CoJoseph Chambers Advocates & Solicitors Thomas Philip Advocates & Solicitors Ramadass & Associates

AUDITORSPKF Malaysia (AF 0911)Chartered Accountants

HEAD OFFICENo. 113, Jalan Tuanku Abdul Rahman,50100 Kuala Lumpur.Tel: 03-2602 0562Email: [email protected]: www.kamdar.com.my

STOCK EXCHANGE LISTINGMain Market of Bursa Malaysia Securities Berhad

STOCK CODE: KAMDARSTOCK NUMBER: 8672

5ANNUAL REPORT 2019 | KAMDAR GROUP (M) BERHAD

notice of Annual General Meeting

KAMDAR GROUP (M) BERHADCompany No. 577740-A

(Incorporated in Malaysia)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Seventeenth Annual General Meeting (“AGM”) of the members of the Company will be held at Royal Selangor Club, Grand Ballroom, 1st Floor, Jalan Raja, 50704 Kuala Lumpur on Wednesday, 11 September 2019 at 10.00 a.m. for the following purposes:-

AGENDAAS ORDINARY BUSINESS

1. To receive the Audited Financial Statements for the financial year ended 31 March 2019 together with the Directors’ and Auditors’ Reports thereon.

2. To approve the payment of Directors’ fees and benefits totaling to RM159,217.00 for the financial year ended 31 March 2019.

OrdinaryResolution 1

3. To approve the payment of Directors’ fees and benefits of up to RM256,750.00 for the period from 1 April 2019 until the next AGM to be held in year 2020 and the Directors’ Fees be payable monthly in arrears.


4. To re-elect the following directors retiring pursuant to the Company’s Articles of Association and being eligible, has offered themselves for re-election: -

-Simon @ Flam Fernandez (Article 102)OrdinaryResolution 3

-Vicknaraj A/L Jayaraj (Article 109) OrdinaryResolution 4

5. To re-appoint Messrs PKF Malaysia as Auditors of the Company and to authorise the Directors to fix their remuneration.


AS SPECIAL BUSINESS To consider, and if thought fit, to pass the following Resolution:


notice of Annual General Meeting (cont'd)

6. AUTHORITY TO ALLOT SHARES PURSUANT TO SECTION 75 (1) OF THE COMPANIES ACT, 2016

“That pursuant to Section 75 (1) of the Companies Act, 2016 and subject to the approvals of the relevant governmental and/or regulatory authorities, the Directors be and are hereby empowered to issue new shares in the Company from time to time 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 issued share capital of the Company thereat AND THAT such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company AND THAT the Directors be and are hereby also authorised to obtain the approval from Bursa Malaysia Securities Berhad for the listing and quotation of the additional shares so allotted.”

Ordinary Resolution 6

7. PROPOSED ADOPTION OF A NEW CONSTITUTION OF THE COMPANY IN PLACE OF THE EXISTING MEMORANDUM & ARTICLES OF ASSOCIATION (“PROPOSED NEW CONSTITUTION”)

“THAT approval be and is hereby given to abolish the existing Memorandum and Articles of Association of the Company with immedi-ate effect and in place thereof, the proposed new Constitution of the Company as set out in Appendix II of the Circular to Shareholders dated 31 July 2019 accompanying the Company’s Annual Report for the financial year ended 31 March 2019 be and is hereby adopted as the Constitution of the Company AND THAT the Directors of the Company be and are hereby authorised to assent to any modifications, variations and/or amendments as may be required by the relevant authorities and to do all acts and things and take all such steps as may be considered necessary to give full effect to the foregoing.”

Special Resolution

8. To transact any other business which may properly be transacted at an Annual General Meeting for which due notice shall have been given.

By order of the Board

LIM SECK WAH (MAICSA 0799845)M. CHANDRASEGARAN A/L S. MURUGASU (MAICSA 0781031) Company Secretaries Dated this: 31 July 2019Kuala Lumpur


notice of Annual General Meeting (cont'd)

Notes:

1. For the purpose of determining a member who shall be entitled to attend and vote at the Annual Gen-eral Meeting, the Company shall be requesting the Record of Depositors as at 4 September 2019. Only a depositor whose name appears on the Record of Depositors as at 4 September 2019 shall be entitled to attend the said meeting or appoint proxies to attend, speak and vote on his/her stead.

2. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his/her stead. A member may appoint up to two proxies to attend the same meeting provided that he specifies the proportion of his shareholding to be represented by each proxy. A proxy may but need not be a member of the Company and a member may appoint any person to be his proxy.

3. Where a member is an authorised nominee as defined under the Security Industry (Central Deposi-tories) Act, 1991, 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.

4. A member who is an exempt authorized nominee is entitled to appoint multiple proxies for each omnibus account it holds.

5. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorized in writing or, if the appointer is a corporation, either under the Corporation’s Common Seal or under the hand of an officer or attorney so authorized.

6. The Form of Proxy must be deposited at the Registered Office of the Company at Level 15-2, Ban-gunan Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur not less than 48 hours before the time set for holding the meeting or any adjournment thereof.

7. Explanatory Notes To Special Businesses

7.1 Resolution Pursuant to Section 75 (1) of the Companies Act, 2016

The proposed Ordinary Resolution no. 6 is a renewal of the mandate given to the Company by the shareholders at the previous Annual General Meeting held on 10 September 2018, if duly passed, will give the Directors of the Company the flexibility to issue and allot new shares in the Company up to an amount not exceeding in total 10% of the issued share capital of the Company for such purposes as the Directors consider would be in the interest of the Company. This author-ity, unless revoked or varied at a general meeting, will expire at the conclusion of next Annual General Meeting of the Company.

The Company continues to consider opportunities to broaden its earnings potential. If any of the expansion/ diversification proposals involves the allotment of new shares, the Directors, under certain circumstance when the opportunity arises, would have to convene a general meeting to approve the issue of new shares even though the number involved may be less than 10% of the issued capital.

In order to avoid any delay and costs involved in convening a general meeting to approve such issue of shares, it is thus considered appropriate that the Directors be empowered to allot shares in the Company, up to any amount not exceeding in total 10% of the issued share capital of the Company thereat. The renewed authority will provide flexibility to the Company for the allotment of shares for the purpose of funding future investment, working capital and/ or acquisitions.

No shares have been issued and allotted by the Company since obtaining the said authority from its shareholders at the last Annual General Meeting held on 10 September 2018.


Director's ProfileDIRECTORS’ PROFILE

1. KAMAL KUMAR KISHORCHANDRA KAMDAR – Chairman / Managing

Director

Mr. Kamal Kumar, a Malaysian, aged 49. He graduated with an LLB (Hons) Degree from Leicester University, and completed the Barrister at Law at Middle Temple, United Kingdom. He was previously a manager of Kamdar Sdn. Bhd. He is also a director of several private limited companies. He was appointed as a Non-Independent Non-Executive Director of Kamdar Group (M) Berhad (“KGMB”) on 16 February 2005 and re-designated to Executive Director on 5 June 2008 and was subsequently re-designated to Managing Director on 27 May 2011. On 24 April 2015, he was appointed as Chairman of the Board. He is also a director of all the subsidiaries under the KGMB Group. He does not hold any directorship in any other public companies or listed issuers.

He holds 57,118,715 shares in KGMB. He is a sibling to Pragna A/P K M Kamdar and has family relationship with substantial shareholders of KGMB. He has no conflict of interest with KGMB and has no convictions for offences within the past five years nor any public sanction or penalty imposed by any regulatory bodies during the financial year.

He had attended all the 5 Board Meetings held during the financial year.

2. CHIA LEE HOON – Executive Director

Ms. Chia Lee Hoon, a Malaysian, age 56. She is a Certified Chartered Accountant, a member of the Association of Chartered Certified Accountants (ACCA) since 2005 and a member of Malaysian Institute of Accountants (MIA) since 2006. She joined Kamdar as an Accounts Clerk in 1987. She gained vast experience in accounting and was promoted to Group Finance Manager in 2003. She is presently the Group Financial Controller and is responsible for the financial management of KGMB and its group and had been serving the Group for the past thirty (30) years.

She was appointed as an Executive Director of KGMB on 2 March 2009 but resigned on 18 May 2011. Subsequently, she was appointed as an Executive Director of KGMB on 24 April 2015 which she is currently holding. She does not hold any directorship in any other public companies or listed issuers.


Director's Profile (cont'd)DIRECTORS’ PROFILE (CONT’D)

She does not hold any shares in KGMB. She has no family relationship with other directors or major shareholders of KGMB. She has no conflict of interest with KGMB and has no convictions for offences within the past five years nor any public sanction or penalty imposed by any regulatory bodies during the financial year.

She had attended all the 5 Board Meetings held during the financial year.

3. VICKNARAJ A/L JAYARAJ – Independent Non-Executive Director

Mr. Vicknaraj A/L Jayaraj, a Malaysian, age 51. He graduated with a Bachelor of Letters and Law (Hons) and CLP (Malaysia) from University of Leicester, United Kingdom. He was admitted to the Malaysian Bar in December 1994 and has been in continuous practice as an Advocate & Solicitor. His main areas of practice include civil, commercial, corporate litigation. Apart from litigation practice, he also undertakes corporate and commercial advisory services. He is currently a partner of the legal firm of Messrs. Vicknaraj, R.D Ratnam, Rajesh Kumar & Associates. He is an Adjudicator empanelled with Asian International Arbitration Centre (formerly KLRCA) and Mediator. He was appointed as an Independent Non-Executive Director of KGMB on 7 December 2018. He is the Chairman of the Remuneration Committee and a member of the Nominating and Audit Committee. He does not hold any directorship in any other public companies or listed issuers.

He does not hold any shares in KGMB. He has no family relationship with other directors or major shareholders of KGMB. He has no conflict of interest with KGMB and has no convictions for offences within the past five years nor any public sanction or penalty imposed by any regulatory bodies during the financial year. He had attended 1 out of 1 Board Meeting held during the financial year since his appointment as a Board Member.

4. SIMON @ FLAM FERNANDEZ – Independent Non-Executive Director

Mr. Simon @ Flam Fernandez, a Malaysian, age 67. He is a Chartered Accountant and a member of the Institute of Chartered Accountants of England and Wales.

DIRECTORS’ PROFILE (CONT’D)

He started his career since the graduation until December 1984 as Audit Senior in Leigh Sorene and Lawson and Gainsford Elliot, United Kingdom (UK). In January 1985 till October 1994, he joined Schiavi Pole Brett and Fuller Gowing in UK as Audit Manager. In December 1994 to July 1997, he was with HSS Integrated Sdn. Bhd. as Finance Manager. In August 1997 to May 2000, he worked as Chief Financial Officer in Polyfelt Asia (Manufacturing) Sdn. Bhd. and from September 2000 to April 2003, he worked as SAP Consultant with Magnus Management Consultants Sdn. Bhd. Thereafter, he worked as a Project Manager / System Designer from May 2003 till June 2005. In July 2005, he joined Servicom Holdings Sdn. Bhd. as Group Chief Financial Officer, until 31st May 2016. He was appointed as an Independent Non-Executive Director of KGMB on 15 September 2015. He is the Chairman of the Audit and Nominating Committees and a member of the Remuneration Committee. He does not hold any directorship in any other public companies or listed issuers.

He does not hold any shares in KGMB. He has no family relationship with other directors or major shareholders of KGMB. He has no conflict of interest with KGMB and has no convictions for offences within the past five years nor any public sanction or penalty imposed by any regulatory bodies during the financial year.


5. PRAGNA A/P K M KAMDAR – Non-Independent Non-Executive Director

Ms. Pragna, a Malaysian, aged 51. She graduated in 2010 with CES Certificate, SAEA. She started her career in 2004 as Real Estate Agent, ERA until 2012. From 2012 till 2014, she worked with Dennis Wee Group as Real Estate Agent. She was appointed as a Non-Independent Non-Executive Director of KGMB on 2 March 2016. She is a member of the Audit, Nominating and Remuneration Committees.

She does not hold any directorship in any other public companies or listed issuers. She holds 9,913,256 shares in KGMB. She is a sibling to Kamal Kumar Kishorchandra Kamdar and has family relationship with substantial shareholders of KGMB. She has no conflict of interest with KGMB and has no convictions for offences within the past five years nor any public sanction or penalty imposed by any regulatory bodies during the financial year. She had attended 4 out of 5 Board Meetings held during the financial year.


Director's Profile (cont'd)DIRECTORS’ PROFILE (CONT’D)

He started his career since the graduation until December 1984 as Audit Senior in Leigh Sorene and Lawson and Gainsford Elliot, United Kingdom (UK). In January 1985 till October 1994, he joined Schiavi Pole Brett and Fuller Gowing in UK as Audit Manager. In December 1994 to July 1997, he was with HSS Integrated Sdn. Bhd. as Finance Manager. In August 1997 to May 2000, he worked as Chief Financial Officer in Polyfelt Asia (Manufacturing) Sdn. Bhd. and from September 2000 to April 2003, he worked as SAP Consultant with Magnus Management Consultants Sdn. Bhd. Thereafter, he worked as a Project Manager / System Designer from May 2003 till June 2005. In July 2005, he joined Servicom Holdings Sdn. Bhd. as Group Chief Financial Officer, until 31st May 2016. He was appointed as an Independent Non-Executive Director of KGMB on 15 September 2015. He is the Chairman of the Audit and Nominating Committees and a member of the Remuneration Committee. He does not hold any directorship in any other public companies or listed issuers.

He does not hold any shares in KGMB. He has no family relationship with other directors or major shareholders of KGMB. He has no conflict of interest with KGMB and has no convictions for offences within the past five years nor any public sanction or penalty imposed by any regulatory bodies during the financial year.


5. PRAGNA A/P K M KAMDAR – Non-Independent Non-Executive Director

Ms. Pragna, a Malaysian, aged 51. She graduated in 2010 with CES Certificate, SAEA. She started her career in 2004 as Real Estate Agent, ERA until 2012. From 2012 till 2014, she worked with Dennis Wee Group as Real Estate Agent. She was appointed as a Non-Independent Non-Executive Director of KGMB on 2 March 2016. She is a member of the Audit, Nominating and Remuneration Committees.

She does not hold any directorship in any other public companies or listed issuers. She holds 9,913,256 shares in KGMB. She is a sibling to Kamal Kumar Kishorchandra Kamdar and has family relationship with substantial shareholders of KGMB. She has no conflict of interest with KGMB and has no convictions for offences within the past five years nor any public sanction or penalty imposed by any regulatory bodies during the financial year. She had attended 4 out of 5 Board Meetings held during the financial year.


Profile of Key senior ManagementPROFILE OF KEY SENIOR MANAGEMENT HAMENDRA A/L B.M.KAMDAR Age 66, Malaysian Executive Director, Subsidiaries of the Group Mr Hamendra has over 46 years experience in the textile and textile-related industries. After completing his Senior Cambridge in 1970, he joined Kesar as a Sales Executive in 1972 and in 1976 became a director of Kesar. He was appointed as an Executive Director of KGMB on 10 November 2004 and resigned on 24 April 2015. He is also a director of Kamdar Sdn. Bhd., Kamdar Holdings Sdn. Bhd., Kamdar Stores Sdn. Bhd., Kamdar (B) Sdn. Bhd., Mint Saga (M) Sdn. Bhd., Kesar Sdn. Bhd., Orisea Sdn. Bhd., Beauty Gallant Sdn. Bhd., Pusat Membeli-belah Kamdar Sdn. Bhd. and Pusat Membeli-belah (Penang) Sdn. Bhd. under the KGMB Group. In February 2018, he was redesignated as a Consultant for the Group. He does not have any directorship in public companies and listed issuers. He has family relationship with a substantial shareholder of KGMB. He has no conflict of interest with KGMB and has no conviction for offences within the past 5 years nor any public sanction or penalty imposed by any regulatory bodies during the financial year. DATO’JUGAL KISHOR SHIVLAL Age 60, Malaysian General Manager (Operations & Human Resources) Dato’ Jugal serves as General Manager (Operations & Human Resources), responsible for managing the operations of all branches and manage the human resource function of the group. He was appointed as key senior management in 1 May 2012. He graduated with an Advanced Diploma in Logistics Management from Chartered Institute of Logistics and Transport in 2011 and an Executive MBA in Retail Management from Open University Malaysia in 2013. He does not have any directorship in public companies and listed issuers. He has no conflict of interest with KGMB and has no conviction for offences within the past 5 years nor any public sanction or penalty imposed by any regulatory bodies during the financial year.


Profile of Key senior Management (cont'd)

ANBALAGAN GOVINDARAJOO Age 54, Malaysian Regional Manager (East Coast & South branches) Mr Anbalagan Govindarajoo first joined Kamdar in 1992 as Store Supervisor and promoted as Branch Manager in 1993. He was appointed as East Coast Regional Manager in 2006. He left the company in June 2016 and rejoined in March 2017 as Regional Manager for the East Coast and Southern Branches. He is responsible for managing the marketing efforts and daily operations in the East Coast and South of Malaysia. He graduated from University Malaya with a degree in Economic and Management. He does not have any directorship in public companies and listed issuers. He has no conflict of interest with KGMB and has no conviction for offences within the past 5 years nor any public sanction or penalty imposed by any regulatory bodies during the financial year.


corporate structure

100% Kamdar Sdn. Bhd.

100% Kamdar (South)

Sdn. Bhd.

100% Kesar Sdn. Bhd.

100% Kamdar Holdings

Sdn. Bhd.

100% Kamdar Stores

Sdn. Bhd.

100% Mint Saga (M) Sdn. Bhd.

100% Kamdar (B) Sdn. Bhd.

100%Beauty Gallant

Sdn. Bhd.

100%Orisea Trade

Sdn. Bhd.

100% Pusat Membeli-belah

Kamdar Sdn. Bhd.

100% Pusat Membeli-belah

Kamdar (Penang) Sdn. Bhd.


Management Discussion and Analysis

OVERVIEW OF THE GROUP’S BUSINESS AND OPERATION Kamdar Group (M) Berhad operates a chain of department stores that provide fashion and furnishing fabrics, home décor products and clothing apparel throughout Malaysia. We also conduct a wholesale business supplying products to other retailers, fashion houses, decorators and designers. We regularly supply to hotels, hospitals, service apartments and homes. Further we have investments in properties most of which are used for the purpose of the trading operations or rented out. In the current economic climate there has been a further slowdown in the local and global economy. This has led to reduced consumption and with consumer spending primarily focused on food and essentials in supermarkets and hypermarkets, many sectors of business including ours are experiencing challenges dealing with decline in business turnover. Margins are being squeezed through intense discounting especially by low price models of business like hypermarkets and through hefty clearance sales all around. Increased labour wages and other operation costs are affecting profitability. There is a constant shift in consumers’ demand, tastes and preferences. E-commerce and online shopping are growing as a preferred mode of shopping for consumers and brick and mortar stores see further erosion in market share. New concept stores and lifestyle stores are replacing the simple models of businesses that have been successfully operating till now. Against the backdrop of these challenging operating environment, we continue to take active measures to weather these changes and we are continually taking steps towards evolving and changing to meet the future business climate. a) We continuously refresh the stores and product designs so as to remain

attractive to the younger demographics in the face of intense competition. b) Our priorities in the future will be enhancing product offerings, as well as

optimizing network of stores by improving the service delivery and customer experience.

c) We will deliver long-term growth by opening new concept and large format stores which will be done progressively as well as relocating stores in areas that are growing in economic relevance.


Management Discussion and Analysis (cont'd)

d) New models of marketing are being explored and experimented with, including dealers networks and joint ventures.

e) In adopting best practices for the management and maintenance of assets, we undertake investment in our existing properties and new acquisitions to enhance value and returns and utility of the properties.

f) By creating an efficient and cost effective supply chain, thereby ensuring efficiency and service reliability, we strive to better service our customers which enables customer acquisition and retention.

g) We are nurturing and enhancing our human capital through ongoing training and personal development programmes to enhance the productivity and efficiency and value addition to the business by the human capital currently employed by the company.

h) We nurture a holistic, proactive and disciplined approach to the management of our cash, assets and inventory portfolio as well as capital. Long-term consideration is built into our investment and business decisions to preserve, enhance and grow the equity of the company.

i) We will further enhance sales on E-commerce platforms from our own website to online marketplaces.

j) We have embarked into project sales by approaching hotels, hospitals, developers to capture new markets.

k) The Group continuously explores new business opportunities and maintains a pipeline of upcoming projects.

l) We seek to acquire agencies and exclusive distributorship rights for Brands especially from overseas. We have obtained sole and exclusive distributorship for Malaysia for Lux Innerwear, which is a well-known brand from India which already has a market presence for Malaysian retailers.

FINANCIAL REVIEW Revenue The Group’s revenue for the financial year ended 31 March 2019 (“FY 2019”) was RM117.09 million compared to RM175.63 million in FY 2018. The decrease in revenue was mainly to closure of 2 stores and declined turnover of it existing stores and wholesales business and due to 15 months business in the last financial period.



The Group is organised into two major business units based on their products and services. The revenue breakdown is tabulated below:

Business Unit FY 2019 (RM’000)

FY 2018 (RM’000)

Retailing textile and textile based products 116,737 175,012

Investment 350 618

Total 117,087 175,630

Profitability

Our financial performance FY 2019 (RM’000)

FY 2018 (RM’000)

Revenue 117,087 175,630

Profit before tax (“PBT”) 1,587 6,912

Profit after tax (“PAT”) 223 3,085

PBT margin 1.36% 3.94%

PAT margin 0.19% 1.76%

The PAT in FY 2019 decreased by 92.77% to RM0.22 million as compared to RM3.09 million in FY2018 mainly due to decrease in turnover and other income recorded in the FY 2018. Other income Other income in FY2019 decreased to RM2.88 million compared to RM4.62 million in FY 2018 as previous year’s other income had included an insurance claim of RM1.59 million.


Management Discussion and Analysis (cont'd)Administrative, Selling and Other Expenses

FY 2019 (RM’000)

FY 2018 (RM’000)

Selling expenses 2,303 3,003

Administrative expenses 43,537 57,336

Other expenses 598 1,342

Total 46,438 61,681

Total selling, administrative and other expenses decreased to RM46.44 million as compared to the preceding year of RM61.68 million mainly due to lower operating costs and 15 month business in FY 2018. Taxes The Group’s income tax expense was RM1.36 million in FY 2019.The effective tax payable for FY 2019 was higher comparison to the profit of the group mainly due to the non-availability of Group tax relief in respect of losses suffered by the trading companies against the gains achieved by other companies and also due to some expenses that are non-tax deductible. Financial Position and Liquidity Cash Flows

FY 2019 (RM’000)

FY 2018 (RM’000)

Operating activities 9,070 27,341

Investing activities (536) (3,334)

Financing activities (11,308) (20,734)

Net changes in cash and cash equivalents (2,774) 3,273


Management Discussion and Analysis (cont'd)Our Group’s net cash and cash equivalents decreased by RM2.77 million as at 31 March 2019, largely contributed by the RM11.66 million used in financing activities constituted mainly from the repayment of bankers’ acceptance and term loan of RM8.85 million and RM3.15 million respectively, and RM0.54 million of cash used in investing activities which largely incurred on purchasing of property, plant and equipment during the reporting period. However, the decrease of cash was offset by the RM9.07 million of cash generated from operating activities. Total Assets Non-current assets largely constituted of property, plant and equipment and investment properties, which marginally decreased to RM182.33 million as at 31 March 2019 from RM184.26 million and partially offset by the additions of property, plant and equipment amounted RM1.52 million during the reporting period. The current assets decreased to RM139.55 million as at 31 March 2019 from RM149.48 million as at 31 March 2018, largely due to the decrease in cash and bank balances and fixed deposits by RM6.30 million to primarily fund the financing and investing activities during the reporting period which will be explained below, as well as the drop in trade receivables of RM4.53 million as at 31 March 2018 to RM4.25 million as at 31 March 2019, which was in line with the decreased revenue during the reporting period. Total Liabilities Total liabilities mainly comprising borrowings, trade and other payables, and deferred tax liabilities, which decreased by 10.84% to RM99.32 million as at 31 March 2019 comparing to RM111.40 million as at 31 March 2018. The decrease was largely due to the net repayment of borrowing of RM12 million during the reporting period. The Group’s gearing ratio (Debt-to-equity ratio) is about 0.35 times as at 31 March 2019 as compared to 0.39 times in the preceding year. Shareholders’ Equity Shareholders' equity increased by RM0.22 million in FY2019 due to PAT of RM0.22 million in FY 2019.


Capital Management, Future Commitments and Funding services The Group’s total capital commitments authorised and contracted for shop/office building amounted to RM0.61 million as at 31 March 2019 as disclosed in Note.32 of the consolidated financial statements in this Annual Report. A capital expenditure of RM5.00 million is budgeted for improvement of existing outlets and refurbishment of new outlets. The Group finances its capital expenditure through cash generated from operations, short term and long term debt provided by licenced banks. Future outlook With the implementation of the National Entrepreneurship Policy, an initiative taken by the Government, we believe that this should be the catalyst of driving business growth. With this and the confidence that the economy will eventually recover and rebound with vigour, the outlook would be optimistic but nevertheless it would be innovation-driven. With the introduction of a new economic model which advocates shared prosperity, with a target to provide a “decent standard of living for all Malaysians” by 2030, it underlines better purchasing power for the people. This will lead to increased consumption and retail spending in the coming future. Dividend

The Group does not have any dividend policy. The directors do not recommend any final dividend for the year ended 31 March 2019.

KAMAL KUMAR KISHORCHANDRA KAMDAR Chairman/Managing Director



statement of sustainability

STATEMENT OF SUSTAINABILITY

The Board of Directors of Kamdar Group (M) Berhad aspires to achieve excellence in sustainability by integrating sustainable practices into every one of our business activities in line with the Group’s vision and core values. The Board strives to deliver sustainable value to stakeholders through principles, policies, objectives and strategies to achieve the operational success of the Company.

Sustainability at Kamdar is about the creation of value over time, for all our stakeholders, through an integrated approach to environmental, social and governance challenges and opportunities.

We align our operation with best practices and internationally recognized standards. Our sustainability agenda is focused on issues that are most material to our businesses and our stakeholders. In addressing our sustainability impacts and by better meeting society’s needs and expectation, we believe that we will also improve the long-term competitiveness and relevance of our businesses. Ultimately, it means that we are committed to being a responsible company that builds sustainable businesses. We make it a point to be well prepared for the challengers we face now, as well as those we may face in the future.

Kamdar recognises the co-relationship between business growth and social well-being and welfare. Therefore, in fulfilling its corporate responsibility to the community in which it conducts its business, Kamdar will continue to develop its lifestyle retail concept business model vigilantly, with the focus on select private labels and is committed to nourish and improve the quality of the society at large.

Economic

Kamdar is committed to the economic viability and sustainability of its business. We aim to deliver sustainable long-term value and growth to our shareholders.

a) Kamdar continuously explores new business opportunities and maintains a pipeline of upcoming projects, including investment in our existing properties and new acquisitions.

b) Kamdar enhances the value of our fixed assets by refurbishing our buildings and stores and finding alternative economic uses of these assets

c) By adopting best practices for the management and maintenance of assets, creating an efficient and cost effective supply chain, thereby ensuring efficiency and productive use of assets and servicee enhancement.


d) We nurture a holistic, proactive and disciplined approach to the management of our assets, portfolio and capital. Long-term consideration is built into our investment and business decisions.

e) Technology is the key enabler and source of disruption to our business strategies in the long term. Hence we continue to apply new and proven technologies and methodologies which increase efficiency, reduce costs and drive revenue growth, from point of sales to accounting software to warehouse management systems and analytical tools used in analyzing sales and future directions.

f) Kamdar invests in training and workshops to train and enhance the quality of the human capital we employ towards better skills productivity and service standards.

Environmental

a) Kamdar is committed to implementing environmentally friendly work processes while raising the environment awareness among its employees.

b) To responsibly manage and reduce our impact on the environment as well as to effectively manage environmental risks where we operate. We strive to procure products that are more environmentally friendly from factories that are less impactful on the environment and which comply with local regulations regarding waste management.

c) We comply with local regulations on the usage of single use plastic bags and encourage the use of recycled and recyclable bags. We have also introduced paper bags to our customers which are environmentally friendly. We also strive to reduce the use of damaging packaging materials. We try to reduce our reliance on plastic and paper products.

d) In the stores we have introduced more energy saving measures like lowering the use of escalators and air-conditioners and introducing the use of LED lighting in our stores.

Welfare

a) In terms of occupational health and safety, it is one of our key priorities to ensure that our occupational health, safety and environmental management system complies with the industry’s requirements and appropriate trainings are provided. The working environment exceeds regulatory obligation for our employees and others who work or visit our premises. We are also committed to enforcing safe working practices within our sphere of influence.

b) Kamdar is actively involved in developing and training of its employees, and providing manager training for graduates from colleges and universities.

statement of sustainability (cont'd)


statement of sustainability (cont'd)

c) We would also be providing training for ‘Train the Trainer’ programme to some senior employees to become certified trainers who would then be conducting regular trainings within the organization to improve the moral and standards of the employees.

d) We plan to undertake several initiatives to ensure accelerated growth in behavioral, technical and functional competencies with an emphasis on increasing employee value proposition, motivating our employees and instill behavioral values and develop a strong commitment to strive.

e) To ensure the health and safety of our personnel we provide medical insurance and encourage regular medical check-ups and exercise to keep healthy.

Social

We regularly support and assist socially beneficial programs including providing clothes and uniforms to social welfare organisations and causes. Special discounts are given to organisations donating for charitable contributions as our share to the community.

Governance

The Group is committed to conducting its businesses in compliance with local laws and regulations and with integrity, transparency and accountability and is against corruption in all its forms, which all our directors and employees are required to abide. We maintain high standards of professional behavior and integrity from all levels in the company from the Directors to Management to the sales personnel and aim to be best in class for governance practices.


corporate Governance overview statement

The Board of Directors of Kamdar Group (M) Berhad (“Kamdar” or “the Company”) is committed to cultivating a responsible organisation by instilling corporate conscience through excellence in Corporate Governance (“CG”) standards at all times. This includes accountability and transparency which is observed throughout the Group as a fundamental part of building a sustainable business and discharging its responsibilities to protect and enhance shareholders’ value and the financial performance of the Group.

The Board believes that good governance will help to realize long-term shareholders value, whilst taking into account the interest of other stakeholders. The Board evaluates and continues to enhance the existing corporate governance practices in order to remain relevant with developments in market practice and regulations.

The Board is pleased to set out below the manner in which the Group has applied the three (3) main principles in the Malaysian Code on Corporate Governance (“MCCG 2017”) known as Board Leadership and Effectiveness (Principle A), Effective Audit and Risk Management (Principle B) and Integrity in Corporate Reporting and Meaningful Relationship with Stakeholders (Principle C) and the application of the Main Market Listing Requirments (“MMLR”) of Bursa Malaysia Securities Berhad throughout the financial year ended 31 March 2019.

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS

I. BOARD RESPOBSIBILITIES

1.0 Every company is headed by a board, which assumes responsibility for the company’s leadership and is collectively responsible for meeting the objectives and goals of the company.

The Board has the overall responsibility to protect and enhance shareholders’ value. The Board is explicitly responsible, amongst others, for establishing and communicating the strategic plan and overseeing the proper conduct of the Group’s businesses, and for supervising its affairs to ensure its success within a framework of acceptable risks and effective control and in compliance with relevant laws, regulations, guidelines and directives in the countries which it operates in.

The Board delegates and confers some of its authorities and discretion to the Chairman/Group Managing Director (“GMD”), Executive Director and Management as well as on properly constituted Board Committees comprising exclusively Non-Executive Directors.


corporate Governance overview statement (cont'd)

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT'D)

I. BOARD RESPOBSIBILITIES (CONT'D)

1.0 Every company is headed by a board, which assumes responsibility for the company’s leadership and is collectively responsible for meeting the objectives and goals of the company. (cont'd)

The Board believes that for its current size, it is more expedient for the two (2) roles to be held by the same person as long as there is pertinent check balance to ensure no one person in the Board has unfettered powers to make major decision for the Company. As such the Board is of the view that the significant contribution of Non-Executive Directors which is made up of 60% of the current Board’s size, provides for the relevant checks and balance.

The Chairman is responsible for the Group’s future business and strategy plan, setting goal to achieve the mission and vision. He provides leadership and governance of the Board, ensuring its effectiveness and assumes the formal role as the leader in chairing all Board meetings and shareholders’ meetings. He leads the Board in overseeing Management and principally ensures that the Board fulfils its obligations and as required under the relevant legislations.

Some of the specific responsibilities of the Chairman include: -i) Manage Board meetings and boardroom dynamics by promoting a culture of

openness and debate where Directors are encouraged to provide their views;ii) Work closely with the Executive Directors to ensure provision of accurate,

timely and clear information to facilitate the Board to perform effectively, able to make informed decisions and to monitor the effective implementation of the Board’s decisions;

iii) To provide his view and decision objectively;iv) Ensure meetings of the shareholders are conducted in an open and proper

manner with appropriate opportunity for them to ask questions; andv) As Group’s official spokesperson.

The duties of GMD include implementation of decisions and policies approved by Board, overseeing and running the Group’s day to day business, and also coordinating business and strategic decisions.

The role of the Executive Director and Management is to support the GMD and implement the running of the general operations and financial business of the Company, in accordance with the delegated authority of the Board.





1.0 Every company is headed by a board, which assumes responsibility for the company’s leadership and is collectively responsible for meeting the objectives and goals of the company. (cont'd)

The Board Committees include the Audit Committee, Nominating Committee and Remuneration Committee. The Board Committees exercise transparency and full disclosure in their proceedings. Where necessary, issues deliberated by the Board Committees are presented to the Board with appropriate recommendations.

The Non-Executive Directors are independent from Management. Their roles are to provide a balance view, to constructively challenge Management and monitor the success of Management in delivering the approved targets and business plans within the risk appetite set by the Board. They have direct access to the Management at all levels, and they engage with the external and internal auditors to address matters concerning Management and oversight of the Company’s business and operations.

The Board assumes the following key responsibilities:

♦♦ Reviewing and adopting the Company’s strategic plans♦♦ Overseeing the conduct of the Company’s business ♦♦ Identifying principal risks and ensuring the implementation of appropriate internal

controls and mitigation measures♦♦ Succession planning♦♦ Overseeing the development and implementation of a shareholder communications

policy for the Company♦♦ Reviewing the adequacy and the integrity of the management information and

internal controls system of the Company.

The Board is mindful of the importance of business sustainability and, in conducting the Group’s business, the impact on the environmental, social, health and safety, staff welfare and governance aspects are taken into consideration. The Board takes heed of go green and energy saving by implementing several measures on sustainability.



Uphold Integrity in Financial Reporting

The Board is responsible for ensuring that financial statements prepared for each financial year give a true and fair view of the Group’s state of affairs. The Directors took due care and reasonable steps to ensure that requirements of accounting standards were fully met. Quarterly financial statements were reviewed by the Audit Committee and approved by the Board of Directors prior to their release to Bursa Securities.

The Directors are satisfied that in preparing the financial statements of the Group and of the Company for the financial year ended 31 March 2019, the Group has used appropriate accounting policies and applied them consistently. The Directors are also of the view that relevant approved accounting standards have been followed in the preparation of these financial statements. The Responsibilities Statement by Directors pursuant to the MMLR is set out in this Annual Report.

Qualified and competent Company Secretary

The Directors have the unrestricted access to the advice and services of the Company Secretary to enable them to discharge their duties effectively. The Board is regularly updated and advised by the Company Secretary on new regulatory requirements and directives from time to time.

The Company Secretary is a qualified Chartered Secretary, under the prescribed body as permitted by Companies Act 2016. The appointment and removal of the Company Secretary is under the purview of the Board of Directors.

Access to information and advice

The Directors have full and unrestricted access to all information pertaining to the Company’s business and affairs so as to enable them to discharge their responsibilities. Prior to the Board meetings, the Directors are provided with the agenda together with the Board papers on issues to be discussed. A record of the Board’s deliberation of issues discussed and conclusion reached are recorded in the minutes of the meeting by the company secretary. After the meeting, the minutes are circulated to the Board and Board Committee members in a timely manner.

The Board, whether as a full Board or in their individual capacity, has the right to engage independent professional advice, if necessary, at the Group’s expense. In addition, all Directors have access to the advice and services of the Company Secretary, who is responsible for ensuring that the Board meeting procedures and applicable rules and regulations are adhered to.





2.0 There is demarcation of responsibilities between the board, board committees and management. There is clarity in the authority of the board, its committees and individual directors.

Board Charter

The Board is guided by a Board Charter which sets out the principles governing the Board of Directors of the Company and adopts the principles of good governance and practice in accordance with applicable laws, rules and regulations in Malaysia. The Board Charter also sets out the respective roles and responsibilities of the Board, board committees, individual directors and managements; and issues and decisions reserved for the Board.

The Board has periodically reviewed the Board Charter and had made changes whenever necessary. The Board Charter is published on the Company’s corporate website at http://www.kamdar.com.my

3.0 The Board is committed to promoting good business conduct and maintaining a healthy corporate culture that engenders integrity, transparency and fairness. The board, management, employees and other stakeholders are clear on what is considered acceptable behaviour and practice in the company.

Directors’ Code of Ethics and Whistleblowing Policy

The Board of Directors has conducted themselves in an ethical manner while executing their duties and functions and complied with the Company Directors’ Code of Ethics recommended by the MCCG. The said Code establish a standard of ethical behaviour for the directors to uphold such as the spirit of responsibility and social responsibility in line with the legislation, regulations and guidelines for administrating the Company.

The Company has also adopted Whistleblowing policy to safeguard the Company’s interest and also to protect the whistleblower interest. The policy spells out the types of misconduct, malpractice and irregularity, and how the reporting and investigations will be carried out. The Company expects all employees to observe the policy in the conduct of day to day business.




I. BOARD RESPOBSIBILITIES (CONT'D) 3.0 The Board is committed to promoting good business conduct and

maintaining a healthy corporate culture that engenders integrity, transparency and fairness. The board, management, employees and other stakeholders are clear on what is considered acceptable behaviour and practice in the company. (cont'd)

The Board periodically reviews the Code of Ethics and Whistleblowing Policy and make changes whenever necessary.

The Directors’ Code of Ethics and Whistleblowing Policy can be viewed at the Company’s website at http://www.kamdar.com.my

II. BOARD COMPOSITION

4.0 Board decisions are made objectively in the best interests of the company taking into account diverse perspectives and insights.

The Board comprises of a Chairman/GMD, an Executive Director, a Non-Independent Non-Executive Director and two (2) Independent Non-Executive Directors. The profiles of the Directors are set out in the Directors’ Profile of this Annual Report.

The Group is led by an effective Board which comprises members with skills from a diverse blend of professional ranging from entrepreneur, legal, finance and accounting backgrounds. The Board views its current composition encompasses a balance mix of skills and strength in qualities which are relevant to enable the Board to discharge its responsibilities in an effective and competent manner.

The Board Committees comprises of Audit Committee, Nominating Committee and Remuneration Committee. The Board Committees exercise transparency and full disclosure in their proceedings. Where necessary, issues deliberated by the Board Committees are presented to the Board with appropriate recommendations.




II. BOARD COMPOSITION (cont'd)

5.0 Stakeholders are able to form an opinion on the overall effectiveness of the board and individual directors.

The Nominating Committee (“NC”) is responsible for identifying and recommending new nominees to our Board as well as committees of the Board. For new appointments to the Board, the NC shall considers diversity of skills, expertise, cultural background, age, gender and experience in evaluating the appointment of Directors. The Company believes in providing equal opportunity to all candidates based on merit.

In addition, the Nominating Committee assesses the effectiveness of the Board as a whole and the Board Committees, and also the contribution of each Director. The assessment of the Board is based on specific criteria, covering areas such as the Board structure, Board operations, roles and responsibilities of the Board, the Board Committee and the Chairman’s role and responsibilities.

The Board, through the Nominating Committee, reviews periodically its required mix of skills and experience and other qualities, including core competencies, which Non-Executive Directors should bring to the Board. All assessments and evaluations carried out by the Nominating Committee in the discharge of all its functions are properly documented. This assessment is done on yearly basis.

The Committee is empowered by its terms of reference to carry out duties and responsibilities as follows:

a) To examine the size of the Board to ensure its effectiveness in discharging its duties and responsibilities, and ensure every Directors shall be subject to retirement at least once in every 3 years;

b) To review annually the Board’s mix of skills and experience and other qualities including core competencies which Non-Executive Director should bring to the Board;

c) To recommend suitable continuing educational training to existing and new Directors;

d) To ensure an election of directors shall take place each year and that all directors shall retire from office once at least in each 3 years but shall be subjected to eligible for re-election;

e) To recommend to the Board, suitable candidates to fill the Board, Audit, Nomination, Remuneration and other Board Committees;





5.0 Stakeholders are able to form an opinion on the overall effectiveness of the board and individual directors.

The Committee is satisfied with the current size of the Board and with the mix of qualifications, skills and experience among the Board members.

The members of the Nominating Committee whom are majority Independent Non-Executive Directors are as follows:-

Name Position

Simon @ Flam Fernandez Chairman Vicknaraj A/L Jayaraj Member Pragna A/P K M Kamdar Member

The Committee met once time during the financial year.

None of the Independent Non-Executive Directors had served the Company for more than 9 years.

FOSTER COMMITMENT

Time Commitment

All Board members are required to notify the Chairman or any new directorships notwithstanding that the Listing Requirements of Bursa Securities allow a Director to sit on the boards of 5 listed issuers. Such notification is expected to include an indication of time that will be spent on the new appointment. During the financial year ended 2019, the Board met 5 times to deliberate on a variety of matters of the Company. Additional meetings may be convened on an ad-hoc basis when urgent and important decisions are required to be made in between scheduled meeting.





5.0 Stakeholders are able to form an opinion on the overall effectiveness of the board and individual directors. (cont'd)

The Board meeting attendance record of each director is as follows:

Name and Designation AttendanceKamal Kumar Kishorchandra Kamdar(Chairman/GMD)

5/5

Chia Lee Hoon(Executive Director)

5/5

Rajesh Kumar A/L Gejinder Nath(Independent Non-Executive Director)(Retired at AGM held on 10 September 2018

2/3

Vicknaraj A/L Jayaraj (Independent Non-Executive Director)(Appointed on 7 December 2018

1/1

Simon @ Flam Fernandez (Independent Non-Executive Director)

5/5

Pragna A/P K M Kamdar (Non-Independent Non-Executive Director)

4/5

The agenda for each Board meeting and papers relating to the agenda items are circulated to all Directors at least 5 days before the meeting so as to provide sufficient time for the Directors to review the Board papers and seek clarification, if any.

Directors’ training

All the directors have completed the Mandatory Accreditation Programme within the stipulated time frame required in the Listing Requirements.

The Directors are aware of their obligation and will continue to attend suitable training to equip and enhance themselves with the knowledge to facilitate themselves in discharging their duties and responsibilities diligently with integrity.





5.0 Stakeholders are able to form an opinion on the overall effectiveness of the board and individual directors. (cont'd) Directors’ training (cont'd)

During the financial year under review, the Directors had participated in the following training programmes:-

No. Name of Directors Date Training attended

1. Chia Lee Hoon 22 November 2018

12 & 13 December 2018

PKF Tax Seminar 2019MIA - Detailed Analysis and Application of the Three New Standards: MFRS9, MFRS15 & MFRS16

2. Simon @ Flam Fernandez

2 & 3 April 2018

22 November 2018

29 January 2019

Audit Quality Enhancement Programme for SMPs 2018Limited Liabilities

Partnership (LLP)with Tax Issuesand Companies Act 2016 Updates

Anti Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 – Role of Accountants as Effective Gatekeepers





5.0 Stakeholders are able to form an opinion on the overall effectiveness of the board and individual directors. (cont'd)

Re-election

Under Article 109 of the Company’s Articles of Association, the Directors appointed during the year shall retire at the Annual General Meeting (“AGM”) and be eligible for re-election. According to Article 102 of the Company’s Article of Association of the Company one-third of the Board members shall retire from office at the AGM. Further, all the Directors are required to retire from office at least once in every three (3) years. However, the retiring Directors are eligible for re-election at the meeting at which they retire.

The election of each director is voted on separately. To assist shareholders in their decision, sufficient information such as personal profile, meetings attendance and their shareholdings in the Group of each Director standing for election are furnished in the Annual Report accompanying the Notice of Annual General Meeting.

III. REMUNERATION

6.0 The level and composition of remuneration of directors and senior management take into account the company’s desire to attract and retain the right talent in the board and senior management to drive the company’s long-term objectives. The remuneration policies and decisions are made through a transparent and independent process.

The Remuneration Committee (“RC”) reviews and proposes, subject to the approval of our Board on the remuneration policy and terms and conditions of service of each Director for his services as member of the Board as well as Committees of the Board. Nevertheless, the remuneration of Non-Executive Directors is a matter for the Board decision as a whole. Relevant directors are required to abstain from deliberation and voting decisions in respect of his individual remuneration. The remuneration of Directors is to determine at levels which enables the Company to attract and retain Directors with the relevant experience and expertise to manage the business of the Group effectively.




III. REMUNERATION (cont'd)

6.0 The level and composition of remuneration of directors and senior management take into account the company’s desire to attract and retain the right talent in the board and senior management to drive the company’s long-term objectives. The remuneration policies and decisions are made through a transparent and independent process. (cont'd)

The RC reviews the Board remuneration policy and terms of conditions of service of each Director annually taking into consideration market conditions, responsibilities held, business strategy, long term objectives and the overall financial performance of the Group.

The Board will then recommend the Directors’ fees and other benefits payable to Directors to the shareholders for approval at the Annual General Meeting.

The members of the Remuneration Committee comprise majority of Independent Non-Executive Directors as follows:-

Name PositionVicknaraj A/L Jayaraj Chairman - Independent Non-ExecutivePragna A/P K M Kamdar Member - Non - Independent Non - ExecutiveSimon @ Flam Fernandez Member - Independent Non-Executive

The Committee met once during the financial year and was attended by all its members.


corporate Governance overview statement (cont'd)PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT'D)

III. REMUNERATION (cont'd)

7.0 Stakeholders are able to assess whether the remuneration of directors and senior management is commensurate with their individual performance, taking into consideration the company’s performance.

Remuneration policy and procedures

The Directors’ remuneration package is linked to the experience, scope of duty and responsibility, seniority, performance and industrial practices. The remuneration of Executive Directors consists of basic salary, among others bonus, whereas the Non-Executive Directors receive fixed director fees. Details of the Directors’ remuneration in aggregate for financial period ended 2019 are tabulated as below:

Company

Fees Salary Other emoulutions

Benefit-in-kind Total

RM RM RM RM RM

Executive Director Kamal Kumar Kishorchandra Kamdar - - 1,400 - 1,400

Chia Lee Hoon - - - - -

Independent Director Simon @ Flam Fernandez 48,000 - 2,400 - 50,400

Vicknaraj A/L Jayaraj - - 500 - 500

Pragna A/P K M Kamdar 48,000 - 300 - 48,300

Rajesh Kumar A/L Gejinder Nath 20,000 - 600 20,600

Total 116,000 - 5,200 - 121,200


corporate Governance overview statement (cont'd)Group

Fees Salary Other emoulutions

Benefit-in-kind Total

RM RM RM RM RM

Executive Director Kamal Kumar Kishorchandra Kamdar 5,000 1,440,000 1,400 23,950 1,470,350

Chia Lee Hoon 5,000 217,500 - 4,067 226,567

Independent Director Simon @ Flam Fernandez 48,000 - 2,400 - 50,400

Vicknaraj A/L Jayaraj - - 500 - 500

Pragna A/P K M Kamdar 48,000 - 300 - 48,300Rajesh Kumar A/L Gejinder Nath 20,000 - 600 20,600

Total 126,000 1,657,500 5,200 28,017 1,816,717

The Remuneration Committee reviews and recommends the Executive Directors’ remuneration package by assessing their KPIs. An appropriate remuneration package is designed to retain and attract calibre directors to discharge their duty with integrity, to grow and lead the Company.

Details on the top three Senior Management’s remuneration in bands of RM50,000 are as follows:-

Range of Remuneration (RM)

Name of Senior Management

HAMENDRA KAMDAR A/L B M KAMDAR

DATO’JUGAL KISHOR SHIVLAL

ANBALAGAN GOVINDARAJOO

100,001 – 150,000 x

150,001 – 200,000 x

250,001 – 300,000 x


PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT

I. AUDIT COMMITTEE

8.0 There is an effective and independent audit committee. The board is able to objectively review the audit and risk management committee’s findings and recommendations. The company’s financial statement is a reliable source of information

The Audit Committee (“AC”) is relied upon by the Board to, amongst others, provides advice in the areas of financial reporting, external audit, internal control process, review of related party transactions as well as conflict of interest situations. The AC also undertakes to provide oversight on the risk management processes/framework of the Group.

The AC is chaired by an Independent Director and consists majority of Independent Directors. The AC has full access to both the internal and external auditors who, in turn, have access at all times to the Chairman of the AC. The role of the AC and the number of meetings held during the financial year as well as the attendance record of each member are set out in the AC Report in the Annual Report.

The details of the Terms or Reference of the AC are available for reference at the Company’s website at http://www.kamdar.com.my

Details of the activities carried out by the AC for the financial year ended 31 March 2019 are set out in the AC Report in the Annual Report.

II. RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK

9.0 Company makes informed decisions about the level of risk they want to take and implement necessary controls to pursue their objectives. The board is provided with reasonable assurance that adverse impact arising from a foreseeable future event or situation on the company’s objectives is mitigated and managed.

The Board has overall responsibility for maintaining a sound system of internal control and risk management that provide a reasonable assurance of effective and efficient operations, and compliance with the relevant laws and regulations as well as with internal procedures and guidelines. The Statement on Risk Management and Internal Control as disclosed in this Annual Report provides an overview of the risk management and internal control framework adopted by the Company for the current financial year.



PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT (CONT'D)

II. RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK (CONT'D)

10.0 Company has an effective governance, risk management and internal control framework and stakeholders are able to assess the effectiveness of such a framework.


The internal audit function is carried out in-house by an Internal Audit Executive who reports directly to the AC.

The Statement on Risk Management and Internal Control furnished in the Annual Report provides an overview on the state of internal controls within the Group, in an effort to manage and mitigate risks.

The Board is aware of the need to establish corporate disclosure policies and procedures to enable comprehensive, accurate and timely disclosures of material information relating to the Company and its subsidiaries to be made to the regulators, shareholders and stakeholders. On this basis, the Board has formalized pertinent policies and procedures not only to comply with the disclosure requirements as stipulated in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, but also setting out the persons authorised and responsible to approve and disclose material information to regulators, shareholders and stakeholders.

The release of material information will be made publicly via Bursa Malaysia Securities Berhad. Members of the public can also obtain the full financial results and the Company’s announcements from the Bursa Malaysia Securities Berhad’s website.

The Company’s website at http://www.kamdar.com.my is regularly updated and provides relevant information on the Company which is accessible to the public to make informed investment decision.



PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS

I. COMMUNICATION WITH STAKEHOLDERS

11.0 There is continuous communication between the company and stakeholders to facilitate mutual understanding of each other’s objectives and expectations. Stakeholders are able to make informed decisions with respect to the business of the company, its policies on governance, the environment and social responsibility.

The Company values dialogues with the investors and is constantly striving to improve the communication with the public. The Board believes that an effective investor relation is essential in enhancing shareholders’ value and therefore ensures that shareholders are kept well informed of major development of the Company. Such information is disseminated via the Company’s Annual Report, various disclosures and announcements to Bursa Securities and the Company’s website http://www.kamdar.com.my

The AGM is the principal forum for dialogue between the Company and the shareholders. The Board provides the opportunity for shareholders to raise questions pertaining to issues in the financial performance and business plan of the Group. The Board takes the opportunity to present a comprehensive review of the progress and performance of the Company and provides answers to the questions raised by the shareholders during the general meeting.

II. CONNDUCT OF GENERAL MEETINGS

12.0 Shareholders are able to participate, engage the board and senior management effectively and make informed voting decisions at general meetings.

The Group is of the view that General Meetings are important platforms to engage with its shareholders as well as to address their concerns. The Group encourage shareholders to attend and participate in the AGM by providing adequate advance notice and holding the AGM at a readily accessible location. The location of the AGM is customarily nestled in the Company which is easily assessible through public transportation. The resolution(s) in General Meetings is conducted via poll voting.



PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS (CONT'D)

II. CONNDUCT OF GENERAL MEETINGS (CONT'D)

12.0 Shareholders are able to participate, engage the board and senior management effectively and make informed voting decisions at general meetings. (cont'd)

The key element of the Company’s dialogue with its shareholders is the opportunity to gather views of, and answer questions from, both the individual and institutional investors on all aspects relevant to the Company at the Annual General Meeting. It is also a requirement for the Company to send the Notice of the Annual General Meeting and related circular to its shareholders at least twenty-one (21) days before the meeting. At the Annual General Meeting, shareholders are encouraged to ask questions both about the resolutions being proposed or about the Group’s operations in general to seek more information.

COMPLIANCE STATEMENT

Saved as disclosed above, the Board is satisfied that throughout the financial year ended 31 March 2019, the Company has applied the principles and recommendations of the corporate governance set out in MCCG, where necessary and appropriate.

This Statement is made at the Board of Directors’ Meeting held on 15 July 2019.


Audit committee Report

The primary objective of the Audit Committee is to assist the Board in the effective discharge of its fiduciary responsibilities for corporate governance, financial reporting process and internal control system.

The Audit Committee have adopted practices aimed at maintaining appropriate standards of responsibility, integrity and accountability to all the Company’s shareholders.

The Board of Directors of Kamdar Group (M) Berhad (“the Board”) is pleased to present the Audit Committee Report for the financial year ended 31 March 2019.

COMPOSITION AND MEETINGS

Based on paragraph 15.09 (1) the Main Market Listing Requirement, the Company must appoint an audit committee from amongst its directors which fulfills the following requirements:

a. the audit committee must be composed of not fewer than 3 members;b. all the audit committee members must be non-executive directors, with a majority of them

being independent directors; and c. at least one member of the audit committee – i. must be a member of the Malaysian Institute of Accountant (“MIA”); or ii. if he is not a member of the MIA, he must have at least 3 years’ working experience

and – - he must have passed the examinations specified in Part 1 of the First Schedule

of the Accountant Act 1967; or- he must be a member of one of the Associations of accountants specified in Part

II of the First Schedule of the Accountants Act 1967; or iii. fulfils such other requirements as prescribed or approved by the Exchange.

As at the date of this Annual Report, the Audit Committee (“AC”) comprises three (3) Directors as follows:

ChairmanSimon @ Flam Fernandez - Independent Non-Executive Director MembersVicknaraj A/L Jayaraj - Independent Non-Executive Director Pragna A/P K M Kamdar - Non-Independent Non-Executive Director

The AC Chairman, Mr. Simon @ Flam Fernandez is a member of Malaysian Institute of Accountants (MIA) and hence, complies with paragraph 15.09(1)(c) of the Main Market Listing Requirement of Bursa Malaysia Securities Berhad.


Audit committee Report (cont'd)

The Audit Committee met four (4) times during the financial year ended 31 March 2019 and the details of attendance of the Audit Committee are as follows:

Name of Director Attendance

Simon @ Flam Fernandez 4/4

Vicknaraj A/L Jayaraj (Appointed on 7 December 2018) 1/1

Rajesh Kumar A/L Gejinder Nath (Retired at AGM held on 10 September 2018) 2/2

Pragna A/P K M Kamdar 3/4

Details of the members of the Audit Committee are contained in the Profile of Directors set out in this Annual Report.

SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE

In accordance with the terms of reference of the Audit Committee, the following activities were undertaken by the Audit Committee during the financial year ended 31 March 2019, including the deliberation on and review of:

(a) the unaudited quarterly financial statements of the Group to ensure that they are in compliance with the requirements of relevant authorities, prior to submission to the Board for their approval and release of the Group’s results to Bursa Securities.

(b) the annual audited financial statements of the Group and of the Company prior to submission to the Board of Directors for consideration and approval.

(c) the External Auditors’ report in relation to audit and accounting issues arising from the audit; matters arising from the audit of the Group in meetings with the External Auditors without the presence of the executive Board members and management.

(d) the internal audit report of the group and the recommendations arising from the reviews conducted by the outsourced internal auditor.

(e) the related party transactions and potential conflict of interest situation that may have arisen within the Company or Group.

(f) the re-appointment of External Auditors and their audit fees, before the recommendation to the Board of Directors for approval.


Audit committee Report (cont'd)

INTERNAL AUDIT FUNCTION

During the financial year ended 31 March 2019, the Group’s internal audit functions were undertaken by internal team of the Company. This is complimented by an outsource independent professional firm namely, EnrichVision Resources Advisory Sdn. Bhd. The internal auditor review and improve its existing internal control process and assist in identifying and managing the Group’s risks and the control procedures, to manage those risks and to assist the AC in obtaining the assurance on the effectiveness of the system of internal control implemented by the Management.

During the financial year under review, the Internal Auditors carried out an independent internal audit review on the Inventory Management which covers the adequacy and effectiveness of the Company and its internal control and compliance with the Company’s policies and procedures over the following business processes / areas:

•♦ Inventory Physical Count•♦ Inventory Tracking System•♦ Stock Arrangement•♦ Warehouse Control and Access•♦ Shipping or Delivery Control•♦ Receiving Monitoring

The total cost incurred for the internal audit service for the financial year was RM10,560.



INTRODUCTION

The Board is pleased to present its Statement on Risk Management and Internal Control which outlines the nature and scope of the risk management and internal control of the Group for the financial year ended 31 March 2019. This statement is issued in line with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad on the Group’s compliance with the Principles and Best practices relating to risk management and internal control as stipulated in the Malaysian Code of Corporate Governance 2017 (“the Code”).

BOARD OF DIRECTORS’ RESPONSIBILITIES

The Board of Directors affirms its overall responsibility for the Group’s system of internal controls, including the assurance of its adequacy and integrity, and its alignment with business objectives. However, it should be noted that control systems are designed to manage, rather than to totally eliminate, associated risks and as such, can only provide reasonable but not absolute assurance against material loss or failure.

RISK MANAGEMENT

The Board has established an ongoing process for identifying, evaluating, monitoring and managing the key risks faced by the Group in its achievement of objectives and strategies which encompasses the following:

•♦ Principles of the risk management framework•♦ Approach to risk management•♦ Approach in reviews and monitoring key risks•♦ Ongoing reviews of the internal control system

In providing oversight of risk management framework and policies of the Group, the Board is assisted by the Audit and Risk Management Committee (“ARMC”) to:

•♦ ensure that Management maintains a sound risk management and internal controls to safeguard shareholders’ investments and the Group’s assets: and

•♦ determine the nature and extent of key risks which the Group is willing to take in achieving its strategic objectives.

Key management staff and Heads of Department are delegated with the responsibility of identifying and managing risks related to their functions and departments.


statement on Risk Management and Internal control (cont'd)

The Management also convened a Risk Management meeting to assess, discuss and deliberate on key risks of the Group so as to improve on the control environment. Key risks are assessed together with recommendations for their mitigation. The Board and Management practices proactive identification of key risks on a regular basis. This process has been in place for the duration of the financial year.

The risk management process is affected through the following mechanisms and measures, by which the Board obtains timely and accurate information of all major control issues in relation to internal controls, regulatory compliance and risk-taking:

•♦ Internal Audit and Risk Management Functions

The Group also undertook self-assessment of functional risk and controls by the operational heads to provide Management and the Audit Committee with sufficient assurance that the system of internal controls were operating effectively.

The activities carried out by the internal audit division as below:-•♦ Carried out stock audit assignments.•♦ Carried out standard operating procedures audit.•♦ Reviewed and analysed certain business processes, reported inadequate controls,

reported ineffective, and make recommendations to improve their effectiveness.

•♦ Financial Performance Planning, Review and Tracking

The Board of Directors, together with the Management, will formulate the yearly business plan and annual budgets for the consideration of the Board. Business plan will set out the business objectives, strategies and targets while budgeted data are used to monitor the performance on an ongoing basis. Key business risks are identified during the business planning process and are reviewed regularly during the year.

Regular periodic meetings of the Board, Board Committees and Senior Management represent the main platform through which the Group’s performance and conduct is assessed and monitored. The daily operations of the business are entrusted to the Management team.

•♦ Operational Monitoring and Controls

The Group ensures that regular and comprehensive information is provided to Management, covering financial and operational performance and key business indicators, for effective monitoring and decision making. This is supplemented by regular visits to operating units by members of the Senior Management.



•♦ Operational Monitoring and Controls (cont'd)

The Board also ensures that all recurrent related party transactions are dealt in accordance with the Listing Requirements. These recurrent related party transactions are subject to review by the Audit Committee and the Board at their respective meetings.

•♦ Control Environment

The Board is committed towards maintaining a strong control structure and environment for the proper conduct of the Group’s business operations and towards achieving a sound system of internal control. The control processes in place are as follows:

*♦ The Group has a comprehensive Human Resource Policy which defines the rules, regulations, remuneration structure and employment procedure applicable to all the employees within the Group. Job functions for the Management and employees in the Group are clearly defined to provide well defined roles and responsibilities for the enhancement of the Group’s performance.

*♦ Investments and projects are subject to formal review and authorization procedures where the Chairman and the Board of Directors will review significant projects before making recommendations to the Board for consideration and approval.

INTERNAL CONTROL STRUCTURE

The Board is aware of the importance of a sound internal control structure towards promoting good corporate governance. In this respect, the Board has established appropriate control structure and process for identifying, evaluating, monitoring, and managing key risks that may affect the achievement of business objectives. The Board maintains ultimate responsibility over the Group’s systems of internal controls which has been delegated to the Management for effective implementation.

The Group has put in place the following to support the control structure and process:-

•♦ Organisation Structure

There is a well defined organisation structure with scopes of responsibility, clear lines of accountability, and appropriate levels of delegated authority. There is a process of hierarchical reporting which provides for a documented and auditable trail of accountability.


statement on Risk Management and Internal control (cont'd)

INTERNAL CONTROL STRUCTURE (CONT'D)

•♦ Group Policies and Procedures

The Group has in place standard operating procedures and controls to ensure regular and comprehensive information is provided to Management, covering financial and operational performance and key business indicators, for effective monitoring and decision making. Delegation of authorities including authorization limits are clearly defined to ensure accountability and responsibility.

The Board continues to review and implement measures to strengthen the internal control environment of the Group.

REVIEW OF THE STATEMENT BY EXTERNAL AUDITORS

As required by paragraph 15.23 of the Listing Requirement, the External Auditors have reviewed this Statement on Internal Control for inclusion in the Annual Report of the Group for the year ended 31 March 2019 and reported to the Board that nothing has come to their attention that causes them to believe that this Statement is inconsistent with their understanding of the process adopted by the Board in reviewing the adequacy and effectiveness of the risk Management and internal control system.

CONCLUSION

The Board is of the view that the risk management and internal control systems are satisfactory and have not resulted in any material losses, contingencies or uncertainties that would require disclosure in the Group’s Annual Report. The Board continues to take pertinent measures to sustain and, where required, to improve the Group’s risk Management and internal control systems in meeting the Group’s strategic objectives.

This statement is made in accordance with a resolution of the Board dated 15 July 2019.


other Disclosure Requirements Pursuant to the Listing Requirements of Bursa securities OTHER DISCLOSURE REQUIREMENTS PURSUANT TO THE LISTING REQUIREMENTS OF BURSA SECURITIES

1. UTILISATION OF PROCEEDS FROM CORPORATE EXERCISE

The Company did not undertake any corporate exercise during the financial year, hence no proceeds were raised therefrom.

2. AUDIT AND NON-AUDIT FEES

(a) Amount of audit fees paid or payable to the Company’s auditors incurred by the Company and on a group basis are RM27,000.00 and RM145,000.00 respectively.

(b) There were non-audit fees RM5,000 paid or payable to the Company’s auditors incurred by the Company and on a group basis.

3. MATERIAL CONTRACTS AND CONTRACTS RELATING TO LOANS

There were no material contracts entered into by the Company and its subsidiaries which involved Directors’ or major shareholders’ interest (not being contracts entered into in the ordinary course of business) during the financial year ended 31 March 2019.

4. RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE AND TRADING NATURE

The recurrent related party transactions of the Company during the year amounted to RM Nil with details as stated in Note 26 to the financial statements.


Director's ReportThe Directors have pleasure in submitting their report and the audited financial statements of the Group and of the Company for the financial year ended 31 March 2019.

Principal activities The principal activity of the Company is investment holding. The principal activities of the subsidiaries are disclosed in Note 16 to the financial statements.

There has been no significant change in the nature of these activities during the financial year.

ResultsGroup

RMCompany

RM

Profit for the financial year attributable to: Owners of the Company 223,359 (27,542,476)

Reserves and provisions

There were no material transfers to or from reserves and provisions during the financial year other than those disclosed in the financial statements.

Dividends

No dividend has been paid or declared by the Company since the end of the previous financial period.

The Directors do not recommend any dividend for the financial year ended 31 March 2019.

Directors The directors who held office during the financial year and during the period from the end of the financial period to the date of this report are:Kamal Kumar Kishorchandra Kamdar Chia Lee Hoon Simon @ Flam Fernandez Pragna A/P K M Kamdar Vicknaraj A/L Jayaraj Appointed on 7 December 2018Rajesh Kumar A/L Gejinder Nath Retired on 10 September 2018


Director's Report (cont'd)Directors (cont'd)

The names of the directors of the Company’s subsidiaries since the beginning of the financial year to the date of this report, excluding those who are already disclosed are:

Hamendra A/L B.M. Kamdar Paresh A/L Bhanulal Shantilal

Directors’ interest in shares

The shareholdings in the ordinary shares of the Company and of its related corporations (other than wholly-owned subsidiaries) of those who were directors at the end of the financial period, as recorded in Register of Directors’ Shareholding kept by the Company under Section 59(3) of the Companies Act, 2016 in Malaysia were as follows:

Number of Ordinary SharesBalance at Balance at

In the Company 1.4.2018 Bought Sold 31.3.2019Direct interest: Kamal Kumar Kishorchandra Kamdar 56,468,715 - - 56,468,715Pragna A/P K M Kamdar 9,913,256 - - 9,913,256

By virtue of his interest in shares of the Company, Kamal Kumar Kishorchandra Kamdar is also deemed to be interested in the shares of the subsidiaries of the Company to the extent of the Company’s interest, in accordance with Section 8 of the Companies Act, 2016 in Malaysia.

The other directors in office at the end of the financial year, did not hold any interest in the ordinary shares of the Company and related corporations during the financial year, according to the register required to be kept under Section 59 of the Companies Act, 2016 in Malaysia.

Directors' benefits

Since the end of the previous financial period, no director of the Company has received nor become entitled to receive any benefit (other than a benefit included in aggregate amount of emoluments 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 directors 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 as disclosed in Note 26 to the financial statements.

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


Director's Report (cont'd)

Directors’ remuneration and fees

Directors’ remuneration and fees of the Group and of the Company excluding other emoluments amounted to RM2,052,032 and RM121,200 respectively as disclosed in Note 6 to the financial statements.

Indemnity and insurance for directors, officers and auditor

There was no indemnity given to or insurance effected for any directors, officers, or auditor of the Group and of the Company.

Issue of shares and debentures

There were no changes in the share capital of the Company during the financial year.

There were no debentures issued during the financial year.

Options granted over unissued shares

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

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) proper action had been taken in relation to the writing off of bad debts and the making of provision for doubtful debts and have satisfied themselves that all known bad debts had been written off and that adequate provision had been 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.


Director's Report (cont'd)

Other statutory information (cont’d)

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

(i) which would necessitate the writing off of bad debts or render the amount of the provision for doubtful debts inadequate to any substantial extent; or

(ii) which would render the value attributed to 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, which would render any amount stated in the financial statements of the Group and of the Company misleading.

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

(i) any charge on the assets of the Group and 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 and of the Company that has arisen since

the end of the financial year.

No contingent liability or other liability of the Group and of the Company 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 other than as disclosed in Note 33 to the financial statements. In the opinion of the Directors, the results of the operations of the Group and of the Company for the financial year ended 31 March 2019 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 the financial year and the date of this report.


Director's Report (cont'd)Auditors The auditors, Messrs PKF, have indicated their willingness to continue in office.

The auditors’ remuneration of the Group and of the Company amounted to RM150,000 and RM32,000 respectively for the financial year ended 31 March 2019.

Signed on behalf of the Directorsin accordance with a resolution of the Board,

KAMAL KUMAR KISHORCHANDRA KAMDAR CHIA LEE HOON

Kuala Lumpur25 July 2019


STATEMENT BY DIRECTORS PURSUANT TO SECTION 251(2) OF THE COMPANIES ACT, 2016 IN MALAYSIA

In the opinion of the Directors, the accompanying financial statements as set out on pages 63 to 153 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 at 31 March 2019 and of their financial performance and their cash flows for the financial year ended on that date.

Signed on behalf of the Directorsin accordance with a resolution of the Board,

KAMAL KUMAR KISHORCHANDRA KAMDAR CHIA LEE HOON

Kuala Lumpur

25 July 2019

statement by Directors

statutory DeclarationSTATUTORY DECLARATION PURSUANT TO SECTION 251(1)(b) OF THE COMPANIES ACT, 2016 IN MALAYSIA

I, KAMAL KUMAR KISHORCHANDRA KAMDAR, being the director primarily responsible for the financial management of KAMDAR GROUP (M) BERHAD, do solemnly and sincerely declare that to the best of my knowledge and belief, the financial statements as set out on pages 63 to 153 are in my opinion correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960 in Malaysia.

KAMAL KUMAR KISHORCHANDRA KAMDAR

Before me,

COMMISSIONER FOR OATHS

)))

Subscribed and solemnly declared by the above-named at Kuala Lumpur in Wilayah Persekutuan on 25 July 2019


Independent Auditors' Report

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of KAMDAR GROUP (M) BERHAD, which comprise the statements of financial position as at 31 March 2019 of the Group and of the Company, and the statements of profit or loss and other comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company for the financial year ended 31 March 2019, and notes to the financial statements, including a summary of significant accounting policies, as set out on pages 63 to 153.

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 2019, and of their financial performance and their cash flows for the financial 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 report.

We are independent of the Group and 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’ Code of Ethics for Professional Accountants (“IESBA Code”), and we have fulfilled our other ethical responsibilities in accordance with the By-Laws and the IESBA Code.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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 as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.


Independent Auditors' Report (cont'd)

Key Audit Matters (continued)

(i) Impairment of investment in subsidiaries

(Refer to Note 16 to the financial statements)

According to paragraph 9 of MFRS 136, Impairment of Assets, the Group shall assess at the end of each reporting date whether there is any indication that an asset may be impaired. If any such indication exists, the entity shall estimate the recoverable amount of the asset for impairment assessment.

During the course of our audit, we noted that the carrying amounts of the costs of investment in certain subsidiaries, namely, Kamdar Sdn. Bhd., Pusat Membeli-Belah Kamdar Sdn. Bhd., Pusat Membeli-Belah Kamdar (PG) Sdn. Bhd. and Kamdar (South) Sdn. Bhd., amounted to RM72,619,917 which are lower than the net assets value of the respective subsidiaries as at 31 March 2019 which indicate the existence of a potential impairment.

In assessing the impairment of these assets, the Directors have compared their carrying amounts with their recoverable amounts. The asset’s recoverable amount is the higher of an asset’s fair value less costs to sell and its value-in-use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flow, described as cash-generating units (“CGU”).

The Directors’ assessment of the recoverable amounts are determined by the profit forecasts of the respective CGU to support its value-in-use calculations. As such, the recoverable amounts are more than its value-in-use for Pusat Membeli-Belah Kamdar Sdn. Bhd., Pusat Membeli-Belah Kamdar (PG) Sdn. Bhd. and Kamdar (South) Sdn. Bhd. except for Kamdar Sdn. Bhd. whereby the Directors have made an impairment of RM62,492,856 as disclosed in Note 16 to the financial statements.

The profit forecasts are based on assumptions using management’s estimation and judgement which is inherently uncertain therefore, significant audit risk has been identified.



Key Audit Matters (continued)

(i) Impairment of investment in subsidiaries (continued) (Refer to Note 16 to the financial statements) (continued)

Our audit procedures performed includes the following:

(a) made enquiries with the appropriate personnel to evaluate the basis of the cash flow projections.

(b) gained an understanding of the business model that the Directors are pursuing, including obtained evidences based on past experiences.

(c) review of concluded sales subsequent to the financial year end and considered the memorandum of understanding signed with various parties as at the date of this report.

(d) evaluated the appropriateness of the methodology used in estimating value-in-use as part of our procedures.

(e) critically challenged the key estimates and assumptions used including performed sensitivity analysis around the key drivers of the cash flow projections in particular, the revenue and cost estimation, checked the reliability of the management past forecast and also verified the discount rate used against independent sources.

(f) evaluated the disclosures made in the notes to the financial statements, including the judgements and the uncertainties.

(g) discussed the issues relating to the impairment assessment with the Directors.

(ii) Inventory existence and carrying value

(Refer to Note 18 to the financial statements)

The Group holds significant amount of inventory amounting to RM121,619,499 which represent 38% of the Group’s assets as at 31 March 2019. These inventories mainly consist of textiles and apparel related goods placed in the Group’s branches and warehouses. As the business of the textile industry is volatile with constant change in consumer demand in taste and trend, there is risk that consumer appetite for textile and apparel designs may diminish with time. Additionally, the existence and carrying value of the inventories held, relies on the integrity of the Group’s internal controls in inventory management. As such, there were inventory written down amounting to RM1,038,533 as disclosed in the Note 18 to the financial statements.



(ii) Inventory existence and carrying value (cont'd)

(Refer to Note 18 to the financial statements) (continued)

The assessment of the adequacy of inventory write-downs as a result of potential obsolescence and valuing inventories at the lower of cost and net realisable value are significant audit risk areas due to the inherent uncertainty on commercial realisation, risk of invalid inventory selling prices in valuation, and the sheer volume of inventory involved.

Our procedures included:

(a) Testing the methodology for calculating the write-downs, challenging the appropriateness and consistency of judgements and assumptions, and considering the nature and suitability of historical data used in estimating these amounts.

(b) Obtaining an understanding on the processes to identify specific problems in inventory management and historical loss rates.

(c) Attending inventory counts at selected branches and warehouses to observe and test check counts of certain items performed by the management.

Information Other than the Financial Statements and Auditors’ Report Thereon

The Directors are responsible for the other information. The other information comprises the Chairman’s Statement, Management Discussion and Analysis, Audit Committee Report, Corporate Governance Overview, Statement on Risk Management and Internal Control, Sustainability Report and Directors’ 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 other information 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 other information and, in doing so, consider whether the other information 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 other information, 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 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 are 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 Group’s and the Company’s ability 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:

• Identify and assess the risks of material misstatement of the financial statements of the Group and of the Company, 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.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s and of the Company’s internal control.



Auditors’ Responsibilities for the Audit of the Financial Statements (continued)

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors.

• Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s and the Company’s ability 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 and the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements of the Group and of the Company, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities 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 compiled 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, related safeguards.

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 report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.



Other Matters

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.

PKF SHARINAH BINTI MOHAMED IQBALAF 0911 03285/10/2020 JCHARTERED ACCOUNTANTS CHARTERED ACCOUNTANT

Kuala Lumpur

25 July 2019


statements of Profit And Loss And other comprehensive Income

KAMDAR GROUP (M) BERHAD (Co. No. 577740-A) (Incorporated in Malaysia) AND ITS SUBSIDIARIES

The accompanying notes form an integral part of the financial statements. 16

STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR ENDED 31 MARCH 2019 Group Company

1.4.2018 to

31.3.2019

1.1.2017 to

31.3.2018

1.4.2018 to

31.3.2019

1.1.2017 to

31.3.2018 Note RM RM RM RM Revenue 3 117,087,002 175,629,974 35,699,000 - Cost of sales 4 (68,516,493) (107,250,953) - -

Gross profit 48,570,509 68,379,021 35,699,000 - Other income 5 2,877,382 4,623,837 281,667 762,080 Administrative

expenses (42,776,850) (57,025,398) (62,773,897) (371,076) Distribution costs (2,303,321) (3,003,303) - - Other expenses (598,722) (1,342,381) - - Net loss on impairment

of financial assets (760,351) (310,729)

Profit/(Loss) from operations 5,008,647 11,321,047 (26,793,230) 391,004

Finance costs 7 (3,421,566) (4,409,036) (727,072) (902,033)

Profit/(Loss) before tax 1,587,081 6,912,011 (27,520,302) (511,029)

Tax expense 8 (1,363,722) (3,826,880) (22,174) (127,006)

Profit/(Loss) and total comprehensive income/(loss) for the year/period 223,359 3,085,131 (27,542,476) (638,035)

Profit/(Loss) for the

year/period attributable to:

Owners of the Company 223,359 3,085,131 (27,542,476) (638,035)

Total comprehensive

income/(loss) attributable to:


Earnings per share: Basic (sen per share) 9 0.11 1.56




1.4.2018 to

31.3.2019

1.1.2017 to

31.3.2018

1.4.2018 to

31.3.2019

1.1.2017 to

31.3.2018 Note RM RM RM RM Revenue 3 117,087,002 175,629,974 35,699,000 - Cost of sales 4 (68,516,493) (107,250,953) -


expenses (43,537,201) (57,336,127) (62,773,897) (371,076) Distribution costs (2,303,321) (3,003,303) - - Other expenses (598,722) (1,342,381) - -

Profit/(loss) from operations 5,008,647 11,321,047 (26,793,230) 391,004

Finance costs 7 (3,421,566) (4,409,036) (727,072) (902,033)


Tax expense 8 (1,363,722) (3,826,880) (22,174) (127,006)





Total comprehensive





statements of Financial Position



STATEMENTS OF FINANCIAL POSITION AS AT 31 MARCH 2019 Group Company 2019 2018 2019 2018 Note RM RM RM RM ASSETS Non-current assets Property, plant and

equipment 10 120,084,953 122,054,286 - - Investment

properties 11 53,260,000 53,090,000 - - Prepaid land lease

payments 12 8,453,084 8,576,775 - - Capital work-in-

progress 13 - - - - Other investment 14 - - - - Goodwill 15 373,506 373,506 - - Investment in

subsidiaries 16 - - 193,937,146 256,430,002 Deferred tax assets 17 158,000 163,000 - -

182,329,543 184,257,567 193,937,146 256,430,002 Current assets Inventories 18 121,619,499 119,663,260 - - Trade and non-trade

receivables 19 7,530,042 13,085,985 31,106 31,145 Tax recoverable 2,394,355 2,415,493 25,863 - Deposits with

licensed banks 20 1,635,663 5,651,021 - - Cash and bank

balances 21 6,373,091 8,661,730 19,462 111,224

139,552,650 149,477,489 76,431 142,369

TOTAL ASSETS 321,882,193 333,735,056 194,013,577 256,572,371




1.4.2018 to

31.3.2019

1.1.2017 to

31.3.2018

1.4.2018 to

31.3.2019

1.1.2017 to





Finance costs 7 (3,421,566) (4,409,036) (727,072) (902,033)


Tax expense 8 (1,363,722) (3,826,880) (22,174) (127,006)





Total comprehensive





statements of Financial Position (cont'd)



STATEMENTS OF FINANCIAL POSITION AS AT 31 MARCH 2019 (CONT’D) Group Company 2019 2018 2019 2018 Note RM RM RM RM EQUITY AND

LIABILITIES Equity attributable

to owners of the Company

Share capital 22 197,990,002 197,990,002 197,990,002 197,990,002 Reserves 23 24,570,458 24,347,099 (23,317,996) 4,224,480

Total equity 222,560,460 222,337,101 174,672,006 202,214,482 Non-current

liabilities Borrowings 24 48,527,890 50,823,040 14,822,512 15,433,171 Deferred tax liabilities 17 1,826,906 1,891,679 - -

50,354,796 52,714,719 14,822,512 15,433,171 Current liabilities Trade and non-trade

payables 25 14,150,290 14,923,700 3,857,600 38,215,132 Borrowings 24 34,648,050 43,556,156 661,459 670,128 Tax payable 168,597 203,380 - 39,458

48,966,937 58,683,236 4,519,059 38,924,718

Total liabilities 99,321,733 111,397,955 19,341,571 54,357,889

TOTAL EQUITY AND LIABILITIES 321,882,193 333,735,056 194,013,577 256,572,371




1.4.2018 to

31.3.2019

1.1.2017 to

31.3.2018

1.4.2018 to

31.3.2019

1.1.2017 to





Finance costs 7 (3,421,566) (4,409,036) (727,072) (902,033)


Tax expense 8 (1,363,722) (3,826,880) (22,174) (127,006)





Total comprehensive





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statements of changes in equity (cont'd)


The accompanying notes form an integral part of the financial statements.

20

STATEMENTS OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 31 MARCH 2019 (CONT’D) Non-

distributable

Distributable

Share

capital

Retained profits/

(Accumulated losses)

Total equity

Note RM RM RM Company At 1 January 2017 197,990,002 4,862,515 202,852,517 Total comprehensive loss

for the financial period

-

(638,035)

(638,035)

At 31 March 2018 197,990,002 4,224,480 202,214,482 Total comprehensive loss

for the financial year

-

(27,542,476)

(27,542,476)

At 31 March 2019 197,990,002 (23,317,996) 174,672,006



5

STATEMENTS OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 31 MARCH 2019 (CONT’D) Distributable

Share

capital

Retained profits/

(Accumulated losses)

Total equity

RM RM RM Company At 1 January 2017 197,990,002 4,862,515 202,852,517 Total comprehensive loss

for the financial period

-

(638,035)

(638,035)

At 31 March 2018 197,990,002 4,224,480 202,214,482 Total comprehensive loss

for the financial year

-

(27,542,476)

(27,542,476)

At 31 March 2019 197,990,002 (23,317,996) 174,672,006


statements of cash Flows



21

STATEMENTS OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2019 Group Company

1.4.2018 to

31.3.2019

1.1.2017 to

31.3.2018

1.4.2018 to

31.3.2019

1.1.2017 to

31.3.2018 Note RM RM RM RM Cash flows from

operating activities Profit/(Loss) before tax 1,587,081 6,912,011 (27,520,302) (511,029) Adjustment for: Amortisation of prepaid

land lease payments 123,691 155,221 - - Bad debts written off 1,049,430 - - - Depreciation of property,

plant and equipment 3,246,956 4,232,489 - - Deposit written off - 5,099 - - (Gain on disposal of

property, plant and equipment (40,016) (7,733) - -

Fair value gain on investment properties (170,000) (1,025,000) - -

Impairment loss on receivables 760,351 310,729 - -

Impairment loss on receivables no longer required (1,083,322) - - -

Impairment loss on investment in subsidiaries - - 62,492,856 -

Interest expense 4,765,999 5,658,116 727,072 902,033 Interest income (339,442) (315,482) - - Inventories written down 1,038,533 3,759,608 - - Property, plant and

equipment written off 203,043 748,816 - - Reversal of inventories

written down - - - - Unrealised loss on foreign

exchange - - - - Operating profit before

working capital changes 11,142,304 20,433,874 35,699,626 391,004



6

STATEMENTS OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2019 Group Company

1.4.2018 to

31.3.2019

1.1.2017 to

31.3.2018

1.4.2018 to

31.3.2019

1.1.2017 to


operating activities Profit/(Loss) before tax: 1,587,081 6,912,011 (27,520,302) (511,029) Adjustment for: Amortisation of prepaid

land lease payments 123,691 155,221 - - Bad debts written off 1,049,430 - - - Depreciation of property,

plant and equipment 3,246,956 4,232,489 - - Deposit written off - 5,099 - - Gain on disposal of

property, plant and equipment (40,016) (7,733) - -

Fair value gain on investment properties (170,000) (1,025,000) - -

Impairment loss on receivables 760,351 310,729 - -

Impairment loss on receivables no longer required (1,083,322) - - -

Impairment loss on investment in subsidiaries - - 62,492,856 -

Interest expense 4,765,999 5,658,116 727,072 902,033 Interest income (339,442) (315,482) - - Inventories written down 1,038,533 3,759,608 - - Property, plant and

equipment written off 203,043 748,816 - - Reversal of inventories

written down - - - - Unrealised loss on foreign

exchange - - - - Operating profit before

working capital changes 11,142,304 20,433,874 35,699,626 391,004


statements of cash Flows (cont'd)



22

STATEMENTS OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2019 (CONT’D) Group Company

1.4.2018 to

31.3.2019

1.1.2017 to

31.3.2018

1.4.2018 to

31.3.2019

1.1.2017 to

31.3.2018 Note RM RM RM RM

(Increase)/Decrease in inventories (2,994,772) 11,661,000 -

Decrease/(Increase) in receivables 4,829,483 1,144,885 39 (1,727)

(Decrease)/Increase in payables (773,410) (118,553) (38,643) 13,428

Cash generated from operations 12,203,605 33,121,206 35,661,022 402,705

Interest paid (1,344,433) (961,598) - Tax refunded 703,859 173,130 12,861 - Tax paid (2,140,999) (3,742,865) (100,356) (104,324)

Net cash from operating activities 9,422,032 28,589,873 35,573,527 298,381

Cash flows from investing activities

Interest received 339,442 315,482 - - Purchase of property,

plant and equipment (i) (950,888) (1,038,290) - - Proceeds from disposal

of property, plant and equipment 75,238 189,767 - -

Capital work-in-progress incurred - (2,800,500) - -

Net cash used in investing activities (536,208) (3,333,541) - -



7

STATEMENTS OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2019 (CONT’D) Group Company

1.4.2018 to

31.3.2019

1.1.2017 to

31.3.2018

1.4.2018 to

31.3.2019

1.1.2017 to

31.3.2018 Note RM RM RM RM

(Increase)/Decrease in inventories (2,994,772) 11,661,000 - -

Decrease/(Increase) in receivables 4,829,483 1,144,885 39 (1,727)

(Decrease)/Increase in payables (773,410) (118,553) (38,643) 13,428

Cash generated from operations 12,203,605 33,121,206 35,661,022 402,705

Interest paid (1,696,740) (2,210,678) - - Tax refunded 703,859 173,130 12,861 - Tax paid (2,140,999) (3,742,865) (100,356) (104,324)

Net cash from operating activities 9,069,725 27,340,793 35,573,527 298,381

Cash flows from investing activities

Interest received 339,442 315,482 - - Acquisition of property,

plant and equipment (i) (950,888) (1,038,290) - - Proceeds from disposal

of property, plant and equipment 75,238 189,767 - -

Capital work-in-progress incurred - (2,800,500) - -

Net cash used in investing activities (536,208) (3,333,541) - -





23

STATEMENTS OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2019 (CONT’D) Group Company 1.4.2018

to 31.3.2019

1.1.2017 to

31.3.2018

1.4.2018 to

31.3.2019

1.1.2017 to


financing activities

Net (repayment)/ drawdown of bankers' acceptance (8,850,141) (18,106,043) - -

(Repayment to)/Advances from a subsidiary - - (34,318,889) 1,350,515

Interest paid (3,421,566) (4,696,518) (727,072) (902,033) Repayment of finance

lease liabilities (249,008) (268,381) - - (Repayment)/Drawdown

of term loans (3,154,786) 1,243,020 (619,328) (814,947) Uplift/(Placement) of

short-term deposits 4,015,358 (155,722) - -

Net cash (used in)/from financing activities (11,660,143) (21,983,644) (35,665,289) (366,465)

Net (decrease)/increase in cash and cash equivalents (2,774,319) 3,272,688 (91,762) (68,084)

Cash and cash equivalents at 1 April 201/1 January 2017 2,053,061 (1,219,627) 111,224 179,308

Cash and cash equivalents at 31 March (ii) (721,258) 2,053,061 19,462 111,224



8

STATEMENTS OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2019 (CONT’D) Group Company 1.4.2018

to 31.3.2019

1.1.2017 to

31.3.2018

1.4.2018 to

31.3.2019

1.1.2017 to


financing activities

Interest paid (3,069,259) (3,447,438) (727,072) (902,033) Net repayment of

bankers' acceptance (8,850,141) (18,106,043) - - (Repayment to)/

Advances from a subsidiary - - (34,318,889) 1,350,515

Repayment of finance lease liabilities (249,008) (268,381) - -

(Repayment)/Drawdown of term loans (3,154,786) 1,243,020 (619,328) (814,947)

Uplift/(Placement) of deposits with licensed banks 4,015,358 (155,722) - -

Net cash used in financing activities (11,307,836) (20,734,564) (35,665,289) (366,465)

Net (decrease)/increase in cash and cash equivalents (2,774,319) 3,272,688 (91,762) (68,084)

Cash and cash equivalents at 1 April 2018/1 January 2017 2,053,061 (1,219,627) 111,224 179,308

Cash and cash equivalents at 31 March (ii) (721,258) 2,053,061 19,462 111,224





24

STATEMENTS OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2019 (CONT’D) Notes: (i) Acquisition of property, plant and equipment

Group

1.4.2018 to

31.3.2019

1.1.2017 to

31.3.2018 RM RM Acquisition of property, plant and equipment 1,515,888 1,622,913 Less: financed through hire purchase (565,000) (584,623)

Cash payments on acquisition of property, plant and equipment

950,888

1,038,290

(ii) Cash and cash equivalents

Cash and cash equivalents comprise the following:

Group Company

1.4.2018 to

31.3.2019

1.1.2017 to

31.3.2018

1.4.2018 to

31.3.2019

1.1.2017 to

31.3.2018 RM RM RM RM Cash and bank

balances 6,373,091 8,661,731 19,462 111,224 Less: Bank overdrafts

(Note 24) (7,094,349) (6,608,670) - -

(721,258) 2,053,061 19,462 111,224



9

STATEMENTS OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2019 (CONT’D) Notes: (i) Acquisition of property, plant and equipment

Group

1.4.2018 to

31.3.2019

1.1.2017 to

31.3.2018 RM RM Acquisition of property, plant and equipment 1,515,888 1,622,913 Less: financed through hire purchase (565,000) (584,623)

Cash payments on acquisition of property, plant and equipment

950,888

1,038,290

(ii) Cash and cash equivalents

Cash and cash equivalents comprise the following:

Group Company

1.4.2018 to

31.3.2019

1.1.2017 to

31.3.2018

1.4.2018 to

31.3.2019

1.1.2017 to

31.3.2018 RM RM RM RM Cash and bank

balances 6,373,091 8,661,731 19,462 111,224 Less: Bank overdrafts

(Note 24) (7,094,349) (6,608,670) - -

(721,258) 2,053,061 19,462 111,224





25

STATEMENTS OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2019 (CONT’D) (iii) Reconciliation of liabilities arising from financing activities

1.4.2018 Cash flows Non-cash

acquisition 31.3.2019 Group RM RM RM RM Bankers’

acceptance

31,148,290 (8,850,141)

- 22,298,149 Term loans 56,056,228 (3,154,786) - 52,901,442 Finance lease

liabilities

566,008 (249,008)

565,000 882,000 87,770,526 (12,253,935) 565,000 76,081,591

Company Amounts owing

to subsidiaries

36,814,063 (34,318,889) - 2,495,174 Term loan 16,103,299 (619,328) - 15,483,971

52,917,362 (34,938,217) - 17,979,145



acceptance

49,254,333 (18,106,043)

- 31,148,290 Term loans 54,813,208 1,243,020 - 56,056,228 Finance lease

liabilities

249,766 (268,381)

584,623 566,008 104,317,307 (17,131,404) 584,623 87,770,526


to subsidiaries

35,463,548 1,350,515 - 36,814,063 Term loan 16,918,246 (814,947) - 16,103,299

52,381,794 535,568 - 52,917,362



10

STATEMENTS OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2019 (CONT’D) (iii) Reconciliation of liabilities arising from financing activities



acceptance

31,148,290 (8,850,141)

- 22,298,149 Term loans 56,056,228 (3,154,786) - 52,901,442 Finance lease

liabilities

566,008 (249,008)

565,000 882,000

87,770,526 (12,253,935) 565,000 76,081,591


to subsidiaries

36,814,063 (34,318,889) - 2,495,174 Term loan 16,103,299 (619,328) - 15,483,971

52,917,362 (34,938,217) - 17,979,145



acceptance

49,254,333 (18,106,043)

- 31,148,290 Term loans 54,813,208 1,243,020 - 56,056,228 Finance lease

liabilities

249,766 (268,381)

584,623 566,008

104,317,307 (17,131,404) 584,623 87,770,526


to subsidiaries

35,463,548 1,350,515 - 36,814,063 Term loan 16,918,246 (814,947) - 16,103,299

52,381,794 535,568 - 52,917,362


notes to the Financial statements

KAMDAR GROUP (M) BERHAD (Co. No. 577740-A) (Incorporated in Malaysia) AND ITS SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS AS AT 31 MARCH 2019

1

1. Basis of preparation

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

The accompanying financial statements have been prepared assuming that the Group and the Company will continue as going concerns which contemplates the realisation of assets and settlement of liabilities in the normal course of business.

These financial statements are presented in the Ringgit Malaysia (“RM”), which is the Group’s and the Company’s functional and presentation currency.

(a) Standards issued and effective

On 1 April 2018, the Group and the Company have also adopted the following amended MFRSs which are mandatory for annual financial periods beginning on or after 1 January 2018.

Description

Effective for annual periods

beginning on or after

• Annual improvements to MFRSs 2014-2016 cycle - Amendments to MFRS 1, First-time Adoptions

of Malaysian Financial Reporting Standards 1 January 2018

- Amendments to MFRS 128, Investment in Associates and Joint Ventures 1 January 2018

• Amendments to MFRS 2, Share-based Payment: Classification and Measurements of Share-based Payment Transactions 1 January 2018

• Amendments to MFRS 4, Insurance Contracts: Applying MFRS 9 Financial Instrument with MFRS 4 Insurance Contracts 1 January 2018

• MFRS 9, Financial Instruments 1 January 2018 • MFRS 15, Revenue from Contract with Customers 1 January 2018 • Clarifications to MFRS 15, Revenue from Contracts

with Customers 1 January 2018 • Amendments to MFRS 140, Investment Property:

Transfer of Investment property 1 January 2018 • IC Interpretation 22, Foreign Currency Transactions

and Advance Consideration 1 January 2018 The Directors expect that the adoption of the new and amended MFRSs and interpretation above will have no impact on the financial statements of the Company. The changes of accounting policies for the Company for the newly effective standards has been stated in Note 1(c).



2

1. Basis of preparation (cont’d)

(b) Standards issued but not yet effective

The Group and the Company have not adopted the following standards and interpretations that have been issued but not yet effective:

Description



• Annual improvements to MFRSs 2015 - 2017 cycle - Amendments to MFRS 3, Business Combinations 1 January 2019 - Amendments to MFRS 11, Joint Arrangements 1 January 2019 - Amendments to MFRS 112, Income Taxes 1 January 2019 - Amendments to MFRS 123, Borrowing Costs 1 January 2019

• Amendments to MFRS 119, Employee Benefits: Plan Amendment, Curtailment and Settlement 1 January 2019

• Amendments to References to the Conceptual Framework in MFRS Standards

- Amendments to MFRS 2, Share-Based Payment 1 January 2020 - Amendments to MFRS 3, Business Combinations 1 January 2020 - Amendments to MFRS 6, Exploration for and

Evaluation of Mineral Resources 1 January 2020 - Amendments to MFRS 14, Regulatory Deferral

Accounts 1 January 2020 - Amendments to MFRS 101, Presentation of

Financial Statements 1 January 2020 - Amendments to MFRS 108, Accounting Policies,

Changes in Accounting Estimates and Errors 1 January 2020 - Amendments to MFRS 134, Interim Financial

Reporting 1 January 2020 - Amendments to MFRS 137, Provisions, Contingent

Liabilities and Contingent Assets 1 January 2020 - Amendments to MFRS 138, Intangible Assets 1 January 2020 - Amendments to IC Interpretation 12, Service

Concession Arrangements 1 January 2020 - Amendments to IC Interpretation 19, Extinguishing

Financial Liabilities with Equity Instruments 1 January 2020 - Amendments to IC interpretation 20, Stripping Costs

in the Production Phase of a Surface Mine 1 January 2020 - Amendments to IC Interpretation 22, Foreign

Currency Transactions and Advance Consideration 1 January 2020

- Amendments to IC Interpretation 132, Intangible Assets - Web Site Costs 1 January 2020

notes to the Financial statements (cont'd)



3


(b) Standards issued but not yet effective (cont’d)

Description



• MFRS 16, Leases 1 January 2019 • Amendments to MFRS 10, Consolidated Financial

Statements and MFRS 128 Investment in Associate and Joint Ventures: Sales or Contribution of Assets Between an Investor and its Associate or Joint Venture Deferred

• Amendments to MFRS 9, Financial Instruments: Prepayment Features with Negative Compensation 1 January 2019

• Amendments to MFRS 128, Investment in Associates and Joint Ventures: Long-term Interests in Associates and Joint Ventures 1 January 2019

• MFRS 17, Insurance Contracts 1 January 2021 • IC Interpretation 23, Uncertainty over Income Tax

Treatments 1 January 2019 • Amendments to MFRS 3, Business Combinations:

Definition of a Business 1 January 2020 • Amendments to MFRS 101, Presentation of Financial

Statements and MFRS 108, Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Material 1 January 2020




4


(b) Standards issued but not yet effective (cont’d)

The initial application of the abovementioned accounting standards, amendments or interpretations are not expected to have any material impacts to the financial statement of the Group and the Company except as mentioned below:

MFRS 16 Leases

MFRS 16, which upon the effective date will supersede MFRS 117 Leases, introduces a single lessee accounting model and requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. Specifically, under MFRS 16, a lessee is required to recognise a right-of-use asset representing its right to use the underlying leased asset and a lease liability representing its obligation to make lease payments. Accordingly, a lessee should recognise depreciation of the right-of-use asset and interest on the lease liability, and also classifies cash repayments of the lease liability into a principal portion and an interest portion and presents them in the statement of cash flows. Also, the right-of-use asset and the lease liability are initially measured on a present value basis. The measurement includes non-cancellable lease payments and also includes payments to be made in optional periods if the lessee is reasonably certain to exercise an option to extend the lease, or not to exercise an option to terminate the lease. This accounting treatment is significantly different from the lessee accounting for leases that are classified as operating leases under the predecessor standard, MFRS 117. In respect of the lessor accounting, MFRS 16 substantially carries forward the lessor accounting requirements in MFRS 117. Accordingly, a lessor continues to classify its leases as operating leases or finance leases, and to account for those two types of leases differently. The Group and the Company are assessing the application of MFRS 16.

(c) Explanation on change in accounting policy

MFRS 15 Revenue from Contracts with Customers In the current financial year, the Group and the Company have adopted MFRS 15 Revenue from Contracts with Customers (“MFRS 15”) effective for the annual financial period beginning on or after 1 January 2018. The date of initial application is as of the beginning of the MFRS reporting period in which the Company first applies MFRS 15, i.e. 1 January 2018.




5


(c) Explanation on change in accounting policy (cont’d)

MFRS 15 Revenue from Contracts with Customers (cont’d)

The core principle in MFRS 15 is that an entity recognises revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenue is recognised when a customer obtains control of goods or services, i.e. when the customer has the ability to direct the use of (or prevent other entities from directing the use of), and obtain substantially all of the remaining benefits (or prevent other entities from obtaining the benefits) from the goods and services. The Group and the Company elect to retrospectively apply MFRS 15 to contracts that are not complete at the date of initial application and recognise the cumulative effect of initially applying MFRS 15 as an adjustment to the opening balance of the retained earnings (or other component or equity, as appropriate) of the annual reporting period that includes the date at initial application.

MFRS 9 Financial instrument

In the current financial year, the Group and the Company have adopted MFRS 9 Financial Instruments (“MFRS 9”) effective for the annual financial period beginning on or after 1 January 2018. The date of initial application is as of the beginning of the MFRS reporting period in which the Company first applies MFRS 9, i.e. 1 January 2018. (i) Under adoption of MFRS 9, the classification of financial assets is

driven by cash flow characteristics and the business model in which an asset is held. The new model also results in a single impairment model being applied to all financial instruments.

In essence, if a financial asset is a simple debt instrument and the objective of the entity’s business model within which it is held to collects its contractual cash flows, the financial asset is measured at amortised cost. In contrast, if that asset is held in a business model the objective of which is achieved by both collecting contractual cash flows and selling financial assets, then the financial asset is measured at fair value in the statements of financial position, and amortised cost information is provided through profit or loss. If the business model is neither of these, then fair value information is increasingly important, so it is provided both in the profit or loss and in the statements of financial position.




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1. Basis of preparation (cont’d) (c) Explanation on change in accounting policy (cont’d)

MFRS 9 Financial instrument (cont’d)

(ii) New expected-loss impairment model that will require more timely

recognition of expected credit losses. Specifically, this Standard requires entities to account for expected credit losses from when financial instruments are first recognised and to recognise full lifetime expected losses on a more timely basis. The model requires an entity to recognised expected credit losses at all times and to update the amount of expected credit losses recognised at each reporting date to reflect changes in the credit risk of financial instruments. This model eliminates the threshold for the recognition of expected credit losses, so that it is no longer necessary for a trigger event to have occurred before credit losses are recognised.

(d) Basis of measurement

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

(e) Critical accounting estimates and judgements Estimates and judgements are continually evaluated by the Directors and management and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The estimates and judgements that affect the application of the Group’s and of the Company’s accounting policies and disclosures, and have a significant risk of causing a material adjustment to the carrying amounts of assets, liabilities, income and expenses are discussed below: (i) Income Taxes

There are certain transactions and computations for which the ultimate tax determination may be different from the initial estimate. The Group and the Company recognise tax liabilities based on its understanding of the prevailing tax laws and estimates of whether such taxes will be due in the ordinary course of business. Where the final outcome of these matters is different from the amounts that were initially recognised, such difference will impact the income tax and deferred tax provisions in the year in which such determination is made.




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(e) Critical accounting estimates and judgements (cont’d)

(ii) Depreciation of Property, Plant and Equipment

The estimates for the residual values, useful lives and related depreciation charges for the property, plant and equipment and investment properties are based on commercial and production factors which could change significantly as a result of technical innovations and competitors’ actions in response to the market conditions. The Group and the Company anticipate that the residual values of its property, plant and equipment will be insignificant. As a result, residual values are not being taken into consideration for the computation of the depreciable amount. Changes in the expected level of usage and technological development could impact the economic useful lives and the residual values of these assets, therefore future depreciation charges could be revised.

(iii) Impairment of Non-financial Assets

When the recoverable amount of an asset is determined based on the estimated value in use of the cash-generating unit to which the asset is allocated, the management is required to make an estimate of the expected future cash flows from the cash-generating unit and also to apply a suitable discount rate in order to determine the present value of those cash flows.

(iv) Written down for Inventories

Reviews are made periodically by management on damaged, obsolete and slow-moving inventories. These reviews require judgement and estimates. Possible changes in these estimates could result in revisions to the valuation of inventories.

(v) Provision for expected credit losses (“ECLs”) of trade receivables

The Group and the Company use a provision matrix to calculate ECLs for trade receivables and contract assets. The provision rates are based on the payment profiles of sales over a period of 36 months before the end of the reporting period and the corresponding historical credit losses experienced within this period.




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(v) Provision for expected credit losses (“ECLs”) of trade receivables (cont’d) The provision matrix is initially based on the Group’s and Company’s historical observed default rates. The Group and the Company will calibrate the matrix to adjust the historical credit loss experience with forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. The historical observed default rates are updated and changes in the forward-looking estimates are analysed at every end of the reporting period.

(vi) Deferred Tax Assets and Liabilities

Deferred tax implications arising from the changes in corporate income tax rates are measured with reference to the estimated realisation and settlement of temporary differences in the future periods in which the tax rates are expected to apply, based on the tax rates enacted or substantively enacted at the reporting date. While management’s estimates on the realisation and settlement of temporary differences are based on the available information at the reporting date, changes in business strategy, future operating performance and other factors could potentially impact on the actual timing and amount of temporary differences realised and settled. Any difference between the actual amount and the estimated amount would be recognised in the profit or loss in the period in which actual realisation and settlement occurs.

(vii) Provision for liabilities Provision for liabilities are based on management’s judgement on the likelihood of liabilities crystallising and best estimates on the amounts required to settle the liabilities arising from legal and constructive obligations. A change in circumstances which could cause estimates to change include changes in market trends and conditions, regulatory environment, employees’ behaviours and other factors that may change the amount of provisions in the statement of financial position. The difference between the actual amount and the estimated amount would be recognised in the profit or loss in the period in which the change occurs.




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(viii) Classification between Investment Properties and Owner Occupied Properties

The Group and the Company determine whether a property qualifies as an investment property, and has developed criteria in making that judgement. Investment property is a property held to earn rentals or for capital appreciation or both. Therefore, the Group and the Company consider whether a property generates cash flows largely independent of the other assets held by the Group and the Company.

Some properties comprise a portion that is held to earn rentals or for capital appreciation and another portion that is held for use in the production or supply of goods or services or for administrative purposes. If these portions could be sold separately (or leased out separately under a finance lease), the Group and the Company account for the portions separately. If the portions could not be sold separately, the property is an investment property only if an insignificant portion is held for use in the production or supply of goods or services or for administrative purposes.

Judgement is made on an individual property basis to determine whether ancillary services are so significant that a property does not qualify as investment property.

(ix) Impairment of Goodwill

Goodwill is tested for impairment annually and at other times when such indicators exist. This requires management to estimate the expected future cash flows of the cash-generating units to which goodwill is allocated and to apply a suitable discount rate in order to determine the present value of those cash flows. The future cash flows are most sensitive to budgeted gross margins, growth rates estimated and discount rate used. If the expectation is different from the estimation, such difference will impact the carrying amount of goodwill.





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(x) Carrying Amount of Investment in Subsidiaries

Investments in subsidiaries are reviewed for impairment annually in accordance with its accounting policy as disclosed in Note 2(h)(ii) to the financial statements, or whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable.

Significant judgement is required in the estimation of the present value of future cash flows generated by the subsidiaries, which involves uncertainties and are significantly affected by assumptions and judgements made regarding estimates of future cash flows and discount rates. Changes in assumptions could significantly affect the carrying amount of investments in subsidiaries.

2. Summary of significant accounting policies

(a) Basis of consolidation

The Group’s financial statements consolidate the audited financial statements of the Company and all of its subsidiaries, which have been prepared in accordance with the Group’s accounting policies. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group. The financial statements of the Company and of its subsidiaries are all drawn up to the same reporting period.

All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group transactions are eliminated in full.

Subsidiaries are consolidated from the date on which control is transferred to the Group and are no longer consolidated from the date that control ceases.




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2. Summary of significant accounting policies (cont’d)

(a) Basis of Consolidation (cont’d) Changes in the Company owners’ ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. In such circumstances, the carrying amounts of the controlling and non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling interest is adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the parent. Business combination involving entities under common control A business combination involving entities under common control is a business combination in which all of the combining entities are ultimately controlled by the same party or parties both before and after the business combination, and that control is not transitory. The assets and liabilities obtained are measured at the carrying amounts as recorded by the entity being combined at the combination date. These consolidated financial statements incorporate the results of business combinations using the merger accounting method. In the consolidated financial statements of the merged enterprise, the cost of the merger should be cancelled against the nominal values of the shares/paid-up capital received. The difference between the cost of the merger and nominal values of the shares/paid-up capital received will remain and continue to be classified as part of equity of the Group and would be adjusted against suitable reserve in future, where appropriate. The combination date is the date on which one combining entity effectively obtains control of the other combining entities. The accompanying consolidated financial statements present the financial information of the Company and its subsidiaries as if the Group had been in existence as a single economic enterprise throughout the periods presented and as if its wholly-owned incorporated subsidiary, were transferred to the Company as of 1 January 2004. Assets, liabilities, revenue and expenses of the Company as shown in their individual financial statements for the period prior to the legal formation of the Company were combined or aggregated and consolidated and combined in preparing the consolidated and combined financial statements.




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(a) Basis of consolidation (cont’d)

Business combination involving entities not under common control (cont’d)

(i) Business Combination and Goodwill

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interest in the acquiree. For each business combination, the Group elects whether it measures the non-controlling interest in the acquiree either at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition costs incurred are expensed and included in administrative expenses.

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree.

If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through profit or loss.

Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Subsequent changes in the fair value of the contingent consideration which is deemed to be an asset or liability will be recognised in accordance with MFRS 139 either in profit or loss or as a change to other comprehensive income. If the contingent consideration is classified as equity, it will not be remeasured. Subsequent settlement is accounted for within equity. In instances where the contingent consideration does not fall within the scope of MFRS 139, it is measured in accordance with the appropriate MFRS.

Goodwill in initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interest over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognised in profit or loss. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquire are assigned to those units.




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(i) Business Combination and Goodwill (cont’d)

Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the operation disposed of and the portion of the cash-generating unit retained.

(ii) Subsidiaries

Subsidiaries are entities, including structured entities, controlled by the Group or the Company. Control exists when the Group or the Company 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. Besides, the Group or the Company consider 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 is stated at cost less impairment losses in the Company’s statement of financial position, unless the investment is held for sales or distribution. The cost of investment includes transaction cost. Where an indication of impairment exists, the carrying amount of the subsidiary is assessed and written down immediately to its recoverable amount. Upon the disposal of investment in a subsidiary, the difference between the net disposal proceeds and its carrying amount is included in profit or loss.

(iii) Loss of control

Upon the loss of control of a subsidiary, the Group derecognises the assets and liabilities of the subsidiary, any non-controlling interests and the other components of the equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised in profit or loss.

If the Group retains any interest in the previous subsidiary company, then such interest is measured at fair value at the date that control is lost. Subsequently, it is accounted for as an the equity accounted investee or as an available-for-sale financial asset depending on the level of influence retained.




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(iv) 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 are eliminated against the investment to the extent of the Group’s interest in the associates and jointly controlled entities. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

(b) Foreign currencies

(i) Functional and presentation currency

The individual financial statements of the Group and of the Company are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The financial statements are presented in Ringgit Malaysia (“RM”), which are the Group’s and the Company’s functional currency.

(ii) Foreign currency transactions

Transactions in foreign currencies are measured in the respective functional currencies of the Group and of the Company and are recorded on initial recognition in the functional currencies at exchange rates approximating those ruling at the transaction dates.

Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Non-monetary items denominated in foreign currencies that are measured at historical cost are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items denominated in foreign currencies measured at fair value are translated using the exchange rates at the date when the fair value was determined.

Exchange differences arising on the settlement of monetary items or on translating monetary items at the reporting date are recognised in profit or loss except for exchange differences arising on monetary items that form part of the Group’s and the Company’s net investment in foreign operations, which are recognised initially in other comprehensive income and accumulated under foreign currency translation reserve in equity. The foreign currency translation reserve is reclassified from equity to the profit or loss of the Group and of the Company on disposal of the foreign operation.




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2. Summary of significant accounting policies (cont’d) (b) Foreign currencies (cont’d)

(ii) Foreign currency transactions (cont’d)

Exchange differences arising on the translation of non-monetary items carried at fair value are included in profit or loss for the period except for the differences arising on the translation of non-monetary items in respect of which gains and losses are recognised directly in equity. The principal exchange rates for every unit of foreign currency ruling used at reporting date are as follows: 2019 2018 RM RM

1 United States Dollar 4.081 3.863

(c) Revenue and other income

(i) Sales of goods

The Group sells a range of textiles, readymade garments and furnishing products to local customers. The sales contract identifies the following services which is sales of goods. As such, there is only one performance obligation identified in the contract.

As the performance obligation is satisfied at a point in time when the Group transfers control of the goods to the customer, whereby the goods are delivered to the customer, revenue is also recognised at point in time and based on the selling price of goods specified in the contract.

No element of financing is deemed present as the sales are made with a credit term of 30 to 90 days, which is consistent with the market practice.

(ii) Rental income

Rental income from investment properties are recognised on a straight-line basis over the term of lease. As the customer simultaneously receives and consumes the benefits during the contract period, the revenue is recognised over time.




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(c) Revenue and other income (cont’d)

(iii) Interest income

Interest income is recognised in the profit or loss on time proportion basis taking into account the principal outstanding and the effective rate over the period to maturity, when it is determined that such income will accrue to the Group and the Company.

(iv) Management fees Management fees are recognised on an accrual on basis when services are rendered.

(v) Dividend income Dividend income is recognised when the shareholder’s right to receive payment is established.

(d) Employee benefits expense

(i) Short-term benefits

Wages, salaries, paid annual leave, bonuses and social security contributions are recognised as expenses in the financial year in which the associated services are rendered by employees of the Group and of the Company. Short-term accumulating compensated absences such as paid annual leave are recognised when services are rendered by the employees that increase their entitlement to future compensated absences, and short term non-accumulating compensated absences such as sick leave are recognised when the absences occur.

(ii) Defined contribution plans

The Group and the Company’s contribution to defined contribution plans are charged to the profit or loss in the period to which they relate. Once the contribution have been paid, the Group and the Company have no further liability in respect of the defined contribution plans.




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(e) Borrowing costs

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 added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sales.

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.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

(f) Tax expense (i) Current tax

Current tax is the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for a period. Current tax liability or assets for the current and prior periods shall be measured at the amount expected to be paid to, or recovered from, the tax authorities, using the tax rates (and tax laws) that have been enacted or substantially enacted at the end of the reporting period. Current taxes are recognised in profit or loss except to the extent that the tax relates to items recognised outside profit or loss, either in other comprehensive income or directly in equity.

(ii) Deferred tax

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax liabilities are recognised for all taxable temporary differences other than those that arise from goodwill or excess of the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over the business combination costs or from the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit.




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(f) Tax expense (cont’d) (ii) Deferred tax (cont’d)

Deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credit to the extent that it is probable that future taxable profit will be available against which deductible temporary differences, unused tax losses and unused tax credit can be utilised. The carrying amounts of deferred tax assets are reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient future taxable profits will be available to allow all or part of the deferred tax assets to be utilised. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled, based on the tax rates that have been enacted or substantively enacted at the end of the reporting period, except for investment properties carried at fair value model. Where investment properties are carried at their fair value in accordance with the accounting policy set out in Note 2(j) to the financial statements, the amount of deferred tax recognised is measured using the tax rates that would apply on sale of those assets at their carrying value at the reporting date unless the property is depreciable and is held with the objective to consume substantially all of the economic benefits embodied in the property over time, rather than through sale. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred income taxes relate to the same taxation authority. Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transactions either in other comprehensive income or directly in equity and deferred tax arising from a business combination included in the resulting goodwill or excess of the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over the business combination costs.




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(g) Earnings per ordinary share

The Group presents basic and diluted earnings per share (“EPS”) data for its ordinary shares. 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, which comprise convertible notes and share options granted to employees.

(h) Impairment

Unless specifically disclosed below, the Group and the Company generally applied the following accounting policies retrospectively. Nevertheless, as permitted by MFRS 9, Financial Instruments, the Company elected not to restate the comparatives.

Current financial year The Group and the Company recognise loss allowances for expected credit losses on financial assets measured at amortised cost, 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 cash and bank balances. Loss allowances for trade receivables are always measured at an amount equal to lifetime expected credit loss. 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 and the Company’s historical experience and informed credit assessment and including forward-looking information, where available.




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(h) Impairment (cont’d)

Current financial year (cont’d) Lifetime expected credit losses are the expected credit losses that result from all possible default events over the expected life of the asset, which 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 using a provision matrix 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 amount. 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 and the Company determine 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 and the Company’s procedures for recovery amounts due.




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Previous financial year

(i) Impairment of financial assets

The Group and the Company assess at each reporting date whether there is any objective evidence that a financial asset is impaired. Trade and non-trade receivables and other financial assets carried at amortised cost. To determine whether there is objective evidence that an impairment loss on financial assets has been incurred, the Group and the Company consider factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments. For certain categories of financial assets, such as trade receivables, assets that are assessed not to be impaired individually are subsequently assessed for impairment on a collective basis based on similar risk characteristics. Objective evidence of impairment for a portfolio of receivables could include the Group’s and the Company's past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period and observable changes in national or local economic conditions that correlate with default on receivables. If any such evidence exists, the amount of impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the financial asset’s effective interest rate. The impairment loss is recognised in profit or loss. The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable becomes uncollectible, it is written off against the allowance account.




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Previous financial year (cont’d)

(i) Impairment of financial assets (cont’d) If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed to the extent that the carrying amount of the asset does not exceed its amortised cost at the reversal date. The amount of reversal is recognised in profit or loss.

(ii) Impairment of non-financial assets

The Group and the Company assess at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when an annual impairment assessment for an asset is required, the Group and the Company make an estimate of the asset’s recoverable amount.

An asset’s recoverable amount is the higher of an asset’s fair value less costs to sell and its value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units (“CGUs”)).

In assessing value in use, the estimated future cash flows expected to be generated by the asset 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. Where the carrying amount of an asset exceeds its recoverable amount, the asset is written down to its recoverable amount. Impairment losses recognised in respect of a CGU or groups of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to those units or groups of units and then, to reduce the carrying amount of the other assets in the unit or groups of units on a pro-rata basis. Impairment losses are recognised in profit or loss except for assets that are previously revalued where the revaluation was taken to other comprehensive income. In this case the impairment is also recognised in other comprehensive income up to the amount of any previous revaluation.




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(ii) Impairment of non-financial assets (cont’d)

An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increase cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised previously. Such reversal is recognised in profit or loss unless the asset is measured at revalued amount, in which case the reversal is treated as a revaluation increase. Impairment loss on goodwill is not reversed in a subsequent period.

(i) Property, plant and equipment

All items of property, plant and equipment are initially recorded at cost. The cost of an item of property, plant and equipment is recognised as an asset if, and only if, it is probable that future economic benefits associated with the item will flow to the Group and the Company and the cost of the item can be measured reliably. Subsequent to the initial recognition, property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses, if any. When significant parts of property, plant and equipment are required to be replaced in intervals, the Group and the Company recognise such parts as individual assets with specific useful lives and depreciation, respectively. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the property, plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in profit or loss as incurred. Freehold land has an unlimited useful life and therefore not depreciated.




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(i) Property, plant and equipment (cont’d) Depreciation of the other property, plant and equipment is provided for straight-line method and reducing balance method basis over the estimated useful lives of the assets, at the following annual rates: Freehold buildings 2% Long term/Short term leasehold buildings over remaining lease period Plant and machineries 10% Motor vehicles 20% Equipment, furniture, fittings and renovation 5% - 50% The carrying amount of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. The residual value, useful life and depreciation method are reviewed at each financial year end, and adjusted prospectively, if appropriate. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on derecognition of the asset is included in the profit or loss in the year the asset is derecognised.

(j) Investment properties

Investment 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. Investment properties are initially measured at cost, including transaction cost. Cost includes expenditures that are directly attributable to the acquisition of the investment property. The cost of self-constructed investment property includes the cost of materials and direct labour, any other costs directly attributable to bring the investment property to a working condition for their intended use and capitalised borrowing costs.




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(j) Investment properties (cont’d) Subsequent to initial recognition, investment properties are measured at fair value and are revalued annually and are included in the statement of financial position at their open market values. Any gain or loss resulting from either a change in the fair value or the sale of an investment property is immediately recognised in profit or loss in the period in which they arise. The fair values are determined by external professional valuers with sufficient experience with respect to both the location and the nature of the investment property and supported by market evidence. Where the fair value of the investment property under construction is not reliably determinable, the investment property under construction is measured at cost until either its fair value becomes reliably determinable or construction is complete, whichever is earlier. Investment properties are derecognised when either they are disposed of or when they are permanently withdrawn from use and no future economic benefit is expected from the disposal. Any gain or loss on the retirement or disposal of an investment property is recognised in the profit or loss in the financial period of retirement or disposal. Transfers are made to or from investment property only when there is a change in use. For a transfer from investment property to owner-occupied property, the deemed cost for subsequent accounting is the fair value at the date of change. When an item of property, plant and equipment is transferred to investment property following a change in its use, any difference arising at the date of transfer between the carrying amount of the item immediately prior to transfer and its fair value is recognised directly in equity as a revaluation of property, plant and equipment. However, if a fair value gain reverses a previous impairment loss, the gain is recognised in profit or loss. Upon disposal of an investment property, any surplus previously recorded in equity is transferred to retained earnings; the transfer is not made through profit or loss.

(k) Goodwill on consolidation

Goodwill is initially measured at cost. Following initial recognition, goodwill is measured at cost less accumulated impairment losses. For the purpose of impairment testing, goodwill acquired is allocated, from the acquisition date, to each of the Group’s cash-generating units or groups of cash-generating units that are expected to benefit from the synergies of the combination.



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(k) Goodwill on consolidation (cont’d)

The cash-generating unit to which goodwill has been allocated is tested for impairment annually and whenever there is an indication that the cash-generating unit may be impaired, by comparing the carrying amount of the cash-generating unit, including the allocated goodwill, with the recoverable amount of the cash-generating unit. Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognised in the profit or loss. Impairment losses recognised for goodwill are not reversed in subsequent periods.

Where goodwill forms part of a cash-generating unit and part of the operation within that cash-generating unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative fair values of the operations disposed of and the portion of the cash-generating unit retained. Goodwill and fair value adjustments arising on the acquisition of foreign operation on or after 1 January 2006 are treated as assets and liabilities of the foreign operations and are recorded in the functional currency of the foreign operations and translated in accordance with the accounting policy set out in Note 2(b) to the financial statements. Goodwill and fair value adjustments which arose on acquisitions of foreign operation before 1 January 2006 are deemed to be assets and liabilities of the Group and are recorded in RM at the rates prevailing at the date of acquisition.

(l) Financial assets

Current financial year Categories of financial assets are determined on initial recognition and are not reclassified subsequent to their initial recognition unless the Group and the Company change their 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.




27


(l) Financial assets (cont’d)

Current financial year (cont’d)

(i) Amortised costs

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 where the effective interest rate is applied to the amortised cost.

(ii) Fair value through profit or loss

All financial assets not measured at amortised cost as described above 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 and 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 and equity investments measured at fair value through other comprehensive income, are subject to impairment assessment.




28



Previous financial year Financial assets are recognised in the statements of financial position when, and only when, the Group and the Company become a party to the contractual provisions of the financial instrument.

When financial assets are recognised initially, they are measured at fair value, plus, in the case of financial assets not at fair value through profit or loss, directly attributable transaction costs.

The Group and the Company determine the classification of their financial assets at initial recognition, and categorised as loans and receivables.

(i) Loans and receivables

Financial assets that are non-derivative with fixed or determinable payments that are not quoted in an active market are classified as loans and receivables.

Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired, and through the amortisation process.

Loans and receivables are classified as current assets, except for those having maturity dates later than 12 months after the reporting date which are classified as non-current.

(ii) Available-for-sale

Available-for-sale financial assets are financial assets that are designated as available for sale or are not classified in any of the three preceding categories.




29



Previous financial year (cont’d) (ii) Available-for-sale (cont’d)

After initial recognition, available-for-sale financial assets are measured at fair value. Any gains or losses from changes in fair value of the financial assets are recognised in other comprehensive income, except that impairment losses, foreign exchange gains and losses on monetary instruments and interest calculated using the effective interest method are recognised in profit or loss. The cumulative gain or loss previously recognised in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment when the financial asset is derecognised. Interest income calculated using the effective interest method is recognised in profit or loss. Dividends on an available-for-sale equity instrument are recognised in profit or loss when the Group’s and the Company’s right to receive payment is established.

Investments in equity instruments whose fair value cannot be reliably measured are measured at cost less impairment loss.

Available-for-sale financial assets are classified as non-current assets unless they are expected to be realised within 12 months after the reporting date.

A financial asset is derecognised when the contractual right to receive cash flows from the asset has expired. On derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that had been recognised in other comprehensive income is recognised in profit or loss.

(m) Inventories

Inventories, which consist of textile and textile based products, are stated at the lower of cost and net realisable value. The cost of inventories comprises the original cost of purchase price and incidental costs incurred in bringing the inventories to their present location and condition. Cost is generally determined on a first-in-first-out basis. Net realisable value represents the estimated selling price in the ordinary course of business less the estimated costs necessary to make sale. Write-down to net realisable value and inventory losses are recognised as an expense when it occurred and any reversal is recognised in profit or loss in the period in which it occurs.




30


(n) Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and on hand, deposits with financial institution with original maturities of less than three months, highly liquid investments that are readily convertible to known amount of cash and which are subject to an insignificant risk of changes in value.

(o) Financial liabilities

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

(i) Fair value through profit or loss

Fair value through profit or loss category comprises financial liabilities that are derivatives (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument), contingent consideration in a business combination and financial liabilities that are specifically designated into this category upon initial recognition.

On initial recognition, the Group and the Company may irrevocably designate a financial liability that otherwise meets the requirements to be measured at amortised cost as at fair value through profit or loss:

(a) if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise;

(b) a group of financial liabilities or assets and financial liabilities is managed and its performance is evaluated on a fair value basis, in accordance with a documented risk management or investment strategy, and information about the Group and the Company is provided internally on that basis to the Group’s and the Company’s key management personnel; or

(c) if a contract contains one or more embedded derivatives and the host is not a financial asset in the scope of MFRS 9, where the embedded derivative significantly modifies the cash flows and separation is not prohibited.

Financial liabilities categorised as fair value through profit or loss are subsequently measured at their fair value with gains or losses, including any interest expense are recognised in the profit or loss.

For financial liabilities where it is designated as fair value through profit or loss upon initial recognition, the Group and the Company recognise the amount of change in fair value of the financial liability that is attributable to change in credit risk in the other comprehensive income and remaining amount of the change in fair value in the profit or loss, unless the treatment of the effects of changes in the liability’s credit risk would create or enlarge an accounting mismatch.




31


(o) Financial liabilities (cont’d)

Current financial year (cont’d)

(ii) Amortised cost

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

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


Financial liabilities are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability.

Financial liabilities are recognised in the statements of financial position when, and only when, the Group and the Company become a party to the contractual provisions of the financial instrument. Financial liabilities are classified as financial liabilities measured at amortised cost. Financial liabilities measured at amortised cost The Group’s and the Company's financial liabilities include trade and non-trade payables and borrowings.

Trade and non-trade payables are recognised initially at fair value plus directly attributable transaction costs and are subsequently measured at amortised cost using the effective interest method. Borrowings are recognised initially at fair value, net of transaction costs incurred, and subsequently measured at amortised cost using the effective interest method. Borrowings are classified as current liabilities unless the Group and the Company have an unconditional right to defer settlement of the liability for at least 12 months after the reporting date. For other financial liabilities, gains and losses are recognised in the profit or loss when the liabilities are derecognised, and through the amortisation process.





32


(o) Financial liabilities (cont’d)


Financial guarantee contracts Financial guarantee contracts issued by the Group and the Company are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Subsequently, the liability is measured at the higher of the best estimate of the expenditure required to settle the present obligation at the reporting date and the amount recognised less cumulative amortisation. A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.

(p) Leases

(i) Classification

A lease is recognised as a finance lease if it transfers substantially to the Group and the Company all the risks and rewards incidental to ownership. Leases of land and buildings are classified as operating or finance leases in the same way as leases of other assets and the land and buildings elements of a lease of land and buildings are considered separately for the purpose of lease classification. All leases that do not transfer substantially all the risks and rewards are classified as operating leases, with the following exceptions:

- Property held under operating leases that would otherwise meet

the definition of an investment property is classified as an investment property, is accounted for as if held under a finance lease as described in Note 2(j) to the financial statements; and

- Land held for own use under an operating lease, the fair value of

which cannot be measured separately from the fair value of a building situated thereon at the inception of the lease, is accounted for as being held under a finance lease, unless the building is also clearly held under an operating lease.




33

2. Summary of significant accounting policies (cont’d) (p) Leases (cont’d)

(ii) Finance Leases - the Group as Lessee Assets acquired by way of hire purchase or finance leases are stated at an amount equal to the lower of their fair values and the present value of the minimum lease payments at the inception of the leases, less accumulated depreciation and impairment losses. The corresponding liability is in the statements of financial position as borrowings. In calculating the present value of the minimum lease payments, the discount factor used is the interest rate implicit in the lease, when it is practicable to determine; otherwise, the Group’s incremental borrowing rate is used. Any initial direct costs are also added to the carrying amounts of such assets. Lease payments are apportioned between the finance costs and the reduction of the outstanding liability. Finance costs, which represent the difference between the total leasing commitments and the fair value of the assets acquired, are recognised as an expense in the profit or loss over the term of the relevant lease so as to produce a constant periodic rate of charge on the remaining balance of the obligations for each accounting period. The depreciation policy for leased assets is in accordance with that for the depreciable property, plant and equipment as described in Note 2(i) to the financial statements.

(iii) Operating Leases - the Group as Lessee Operating lease payments are recognised as an expense on a straight-line basis over the term of the relevant lease. The aggregate benefit of incentives provided by the lessor is recognised as a reduction of rental expense over the lease term on a straight-line basis. In the case of a lease of land and buildings, the minimum lease payments or the up-front payments made are allocated, whenever necessary, between the land and the buildings element in proportion to the relative fair values for leasehold interests in the land element and buildings element of the lease at the inception of the lease. The up-front payment represents prepaid lease payments and are amortised on a straight-line basis over the lease term.




34

2. Summary of significant accounting policies (cont’d) (p) Leases (cont’d)

(iv) Operating Leases - the Group as Lessor

Assets leased out under operating leases are presented in the statements of financial position according to the nature of the assets. Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term.

(q) Provisions

A provision is recognised if, as a result of a past event, the Company 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 and the amount of the obligation can be estimated reliably. Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of economic resources will be required to settle the obligation, the provision is reversed. Where the effect of the time value of money is material, provision are discounted using a current pre tax rate that reflects, where appropriate, the risk specific the liability and the present value of the expenditure expected to be required to settle the obligation.

(r) Contingencies (i) 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 outflow of economic benefits is remote.




35


(r) Contingencies (cont’d)

(ii) Contingent assets When an inflow of economic benefit of an asset is probable where it arises from past events and where existence will be confirmed only by the occurrence or non-occurrence of one of more uncertain future events not wholly within the control of the entity, the asset is not recognised in the statement of financial position but is being disclosed as a contingent asset. When the inflow of economic benefit is virtually certain, then the related asset is recognised.

(s) Operating segments For management purposes, the Group and the Company are organised into operating segments based on types of services. The management of the Group and of the Company regularly reviews the segment results in order to allocate resources to the segments and to assess the segment performance. Additional disclosures on each of these segments are shown in Note 29 to the financial statements, including the factors used to identify the reportable segments and the measurement basis of segment information.

(t) Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Group and of the Company after deducting all of its liabilities. Ordinary shares are recorded at the proceeds received, net of directly attributable incremental transaction costs. Dividends on ordinary shares are recognised from equity in the period in which they are declared.




36

3. Revenue

Group Company 1.4.2018

to 31.3.2019

1.1.2017 to

31.3.2018

1.4.2018 to

31.3.2019

1.1.2017 to

31.3.2018 RM RM RM RM

Revenue from contract customers

Sales of goods 116,801,806 175,012,120 - - Rental income 285,196 617,854 - - Dividend income - - 35,699,000 -

117,087,002 175,629,974 35,699,000 -

Timing of

revenue recognition:

- At a point in

time

116,801,806 175,012,120 35,699,000 - - Over-time 285,196 617,854 - -

117,087,002 175,629,974 35,699,000 -




37

4. Cost of sales Group 1.4.2018

to 31.3.2019

1.1.2017 to

31.3.2018 RM RM Inventories, at 1 April/January 119,663,260 135,083,868 Purchases 67,322,489 89,145,218 Custom duties 917,101 113,880 Carriage inwards 860,465 1,220,268 Marine insurance 28,244 101,899 Bankers’ acceptance interest 1,344,433 1,249,080

190,135,992 226,914,213 Inventories, at 31 March (121,619,499) (119,663,260)

68,516,493 107,250,953

5. Other income

Group Company 1.4.2018

to 31.3.2019

1.1.2017 to

31.3.2018

1.4.2018 to

31.3.2019

1.1.2017 to

31.3.2018 RM RM RM RM Impairment loss on

receivables no longer required 1,083,322

- - -

Interest income 339,442 315,482 - - Insurance claim* 161,684 1,594,169 - - Fair value gain on

investment properties 170,000 1,025,000 - -

Gain on disposal of property, plant and equipment 41,742 7,733 - -

Management fee - - 281,667 730,000 Other income 17,134 74,077 - 32,080 Realised gain on

foreign exchange 30,102 561,054 - - Rental income 1,033,956 1,046,322 - -

2,877,382 4,623,837 281,667 762,080

* Insurance claim was in respect of a fire incident that occurred in August 2014.




38

6. Employee benefits expense

Group Company

1.4.2018 to

31.3.2019

1.1.2017 to

31.3.2018

1.4.2018 to

31.3.2019

1.1.2017 to

31.3.2018 RM RM RM RM Staff costs - Salaries 17,004,566 23,066,142 - - - Contribution to defined

contribution plan 1,881,168 3,005,235 - - - Other employee benefit

expenses 679,664 2,047,940 - -

19,565,398 28,119,317 - -

Directors’ remuneration and fees

Executive Directors - Fees 10,000 1,225,000 - - - Salaries and other

emoluments 1,657,050 1,092,850 - - - Contribution to defined

contribution plan 109,620 103,080 - - - Other emoluments 30,562 64,457 1,400 -

1,807,232 2,485,387 1,400 -

Non-Executive Directors - Fees 121,000 180,000 116,000 180,000 - Other emoluments 123,800 11,900 3,800 11,900

244,800 191,900 116,000 191,900

2,052,032 2,677,287 121,200 191,900

21,617,430 30,796,604 121,200 191,900




39

7. Finance costs

Group Company

1.4.2018 to

31.3.2019

1.1.2017 to

31.3.2018

1.4.2018 to

31.3.2019

1.1.2017 to

31.3.2018 RM RM RM RM Interest expense on: - term loans 3,028,787 3,412,998 727,072 902,033 - bank overdrafts 352,307 961,598 - - - finance lease liabilities 40,472 34,440 - -

3,421,566 4,409,036 727,072 902,033

8. Tax expense

Group Company

1.4.2018 to

31.3.2019

1.1.2017 to

31.3.2018

1.4.2018 to

31.3.2019

1.1.2017 to

31.3.2018 RM RM RM RM

Tax expense - current 1,632,544 3,946,661 26,136 127,006 - (over)/under provision

in prior period/year (209,049) 232,601 (3,962) -

1,423,495 4,179,262 22,174 127,006

Deferred tax (Note 17) - current 229,866 (1,573,079) - - - (over)/under provision

in prior period/year (289,639) 1,220,697 - -

(59,773) (352,382) - -

1,363,722 3,826,880 22,174 127,006




40

8. Tax expense (cont’d)

Reconciliation of tax expense

Group Company

1.4.2018 to

31.3.2019

1.1.2017 to

31.3.2018

1.4.2018 to

31.3.2019

1.1.2017 to

31.3.2018 RM RM RM RM


Tax calculated at statutory rate of 24% 380,899 1,658,883 (6,604,872) (122,647)

Non-deductible expenses 11,307,672 605,211 15,198,768 257,352

Non-taxable income (9,834,661) (117,262) (8,567,760) (7,699) Income subject for

real property gain tax 8,500 226,750 - -

1,862,410 2,373,582 26,136 127,006 (Over)/Under

provision of tax in prior period/year (209,049) 232,601 (3,962) -

(Over)/Under provision of deferred tax in prior period/year (289,639) 1,220,697 - -

1,363,722 3,826,880 22,174 127,006



41

9. Earnings per share

Basic earnings per share is calculated by dividing profit for the year attributable to owners of the Company by the weighted average number of ordinary shares in issue during the financial year/period. Group 2019 2018 Profit for the financial year/period attributable to

owners of the Company (RM) 223,359

3,085,131

Weighted average number of ordinary shares in issue (units) 197,990,002

197,990,002

Basic earnings per share (sen) 0.11 1.56

There are no diluted earnings per share disclosed as there were no dilutive potential ordinary shares.



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44

10. Property, plant and equipment (cont’d)

(i) The net carrying amount of certain land and buildings of the subsidiaries amounting to RM94,257,606 (2018: RM95,411,915) are charged to licensed banks as security for banking facilities granted to the subsidiaries as disclosed in Note 24 to the financial statements.

(ii) The strata title deed of land and building of a subsidiary amounting to RM3,391,553 (2018: RM3,391,553) are yet to be issued by relevant authorities.

(iii) Property, plant and equipment of the Group acquired under hire purchase

installment plans with carrying amount as follows: Group 2019 2018 RM RM Motor vehicles 1,324,025 1,008,925

Leased assets are pledged as security for the related finance lease liabilities.

11. Investment properties

Group 2019 2018 Fair value RM RM At 1 April 2018/1 January 2017 53,090,000 37,395,000 Fair value adjustment 170,000 1,025,000 Transfer from capital work-in-progress - 18,670,000 Transfer to prepaid land lease payments - (2,800,000) Transfer to property, plant and equipment - (1,200,000)

At 31 March 53,260,000 53,090,000

Carrying amount 53,260,000 53,090,000

Investment properties comprise the following: Group 2019 2018 RM RM Freehold land 28,590,000 28,590,000 Freehold buildings 12,500,000 12,500,000 Leasehold land 8,470,000 8,400,000 Leasehold buildings 3,700,000 3,600,000

53,260,000 53,090,000




45

11. Investment properties (cont’d)

The following are recognised in profit or loss in respect of investment properties:

Group 2019 2018 RM RM Rental income 159,050 711,854 Direct operating expenses 6,790 164,186

As at 31 March 2019, certain investment properties of the Group with total carrying amount of RM21,600,000 (2018: RM21,600,000) are charged to local banks as security for banking facilities granted to the Group as mentioned in Note 24 to the financial statements. The fair values of the investment properties of the Group are estimated based on an independent valuers’ assessment of the current prices in an active market for the respective properties within each vicinity carried out as at the financial period end. There has been no change to the valuation technique during the financial year/period.

Fair value measurements of the investment properties were categorised as follows:

Group 2019 2018 Level 2 RM RM Recurring fair value measurements: Freehold land 28,590,000 28,590,000 Freehold buildings 12,500,000 12,500,000 Leasehold land 8,470,000 8,400,000 Leasehold buildings 3,700,000 3,600,000

53,260,000 53,090,000

Level 2 Fair Value

Level 2 fair value of land and buildings have been generally derived during sales comparison approach. Sales price of comparable properties in close proximity are adjusted for differences in key attributes such as property site. The most significant input into this valuation approach is price per square foot of comparable properties.



KAMDAR GROUP (M) BHD. (Co. No. 577740-A) (Incorporated in Malaysia) AND ITS SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS AS AT 31 MARCH 2019

46

12. Prepaid land lease payments Group 2019 2018 RM RM Cost At 1 April 2018/1 January 2017 9,856,562 7,056,562 Transfer from investment properties - 2,800,000

At 31 March 9,856,562 9,856,562

Amortisation At 1 April 2018/1 January 2017 1,279,787 1,124,566 Amortisation during the year/period 123,691 155,221

At 31 March 1,403,478 1,279,787

Carrying amount At 31 March 8,453,084 8,576,775

As at 31 March 2019, the unexpired lease period of the leasehold lands range from 35 - 91 years. The Group has parcels of land with a carrying amount of RM7,938,990 (2018: RM8,054,113) of which the land titles are pledged as security for banking facilities granted to certain subsidiaries as disclosed in Note 24 to the financial statements.

13. Capital work-in-progress Group 2019 2018 RM RM

At 1 April 2018/1 January 2017 - 15,869,500 Additions during the financial year/period - 2,800,500 Transfer to investment property - (18,670,000)

At 31 March - -

14. Other investment

Group Financial assets measured at fair value through

profit or loss 2019 2018

RM RM

Unquoted investment outside Malaysia 286,824 286,824 Less: Impairment loss (286,824) (286,824)

- -




47

15. Goodwill Group 2019 2018 RM RM

At 1 April 2018/1 January 2017/31 March 373,506 373,506

Impairment test for goodwill Goodwill has been allocated to the Group’s CGU, being Kesar Sdn. Bhd., which is in the textiles business. No impairment loss was recognised for the goodwill on consolidation as its recoverable value was in excess of its carrying values.

Key assumptions used in value-in-use calculations

The recoverable amount for the goodwill was based on its value-in-use. Value-in-use was determined by discounting the future cash flows generated from the continuing operation of business acquired and was based on the following key assumptions: (i) Cash flows were projected based on actual operating results and a three-year

business plan.

(ii) Revenue was estimated to remain for the next 3 years.

(iii) Expenses were projected to increase by approximately 3% per annum. A pre-tax discount rate of 5% (2018: 10%) was applied in determining the recoverable amount of the unit. The discount rate was estimated based on the Group’s weighted average cost of capital rate (“WACC”). The values assigned to the key assumptions represent management’s assessment of future trends in the industry and are based on external and internal sources. A reasonably possible change in a key assumption does not have any significant difference to the recoverable amount. Sensitivity to change in assumptions With regards to the assessment of the value-in-use of the CGU relating to trading in textiles products, management believes there are possible changes in key assumptions which could cause the carrying value of the CGU to exceed its recoverable amount. The estimated CGU relating to recoverable amount for the unit exceeds its carrying amount by approximately RM740,000 (2018: RM2.9 million).




48

16. Investment in subsidiaries

Company 2019 2018 RM RM Unquoted shares, at cost 256,430,002 256,430,002 Less: Impairment

At 1 April 2018/1 January 2017 - - Addition 62,492,856 -

At 31 March 62,492,856 -

193,937,146 256,430,002

The details of the subsidiaries, all of which are incorporated in Malaysia, are as

follows:

Name of companies

Effective ownership interest and voting

interest Principal activities

Principal place of

business/ Country of

incorporation 2019 2018 % % Kamdar Sdn. Bhd. 100 100 Retail of textile and

textile-based products

Malaysia

Pusat Membeli-Belah Kamdar Sdn. Bhd.

100 100 Letting of properties Malaysia

Pusat Membeli-Belah Kamdar (Penang) Sdn. Bhd.


Kamdar (South) Sdn. Bhd. 100 100 Retail of textile and textile-based products

Malaysia

Kesar Sdn. Bhd. 100 100 Importers, exporters, retailer and wholesaler of textile and textile-based products

Malaysia

Kamdar Holdings Sdn. Bhd. 100 100 Letting of properties Malaysia Kamdar Stores Sdn. Bhd. 100 100 Letting of properties Malaysia Mint Saga (M) Sdn. Bhd. 100 100 Retail and letting of

properties Malaysia

Kamdar (B) Sdn. Bhd. 100 100 Dormant Malaysia




49

16. Investment in subsidiaries (cont’d)

Name of companies

Effective ownership interest and voting

interest Principal activities

Principal place of business/ Country of

incorporation 2019 2018 % % Subsidiary of Pusat

Membeli-Belah Kamdar Sdn. Bhd.

Beauty Gallant Sdn. Bhd.


Subsdiary of Kesar Sdn. Bhd.

Orisea Trade Sdn. Bhd. 100 100 Letting moveable and immoveable assets

Malaysia

17. Deferred tax (assets)/liabilities

The components and movements of deferred tax assets and liabilities during the financial period/year are as follows: Group 2019 2018 RM RM At 1 April 2018/1 January 2017 1,728,679 2,081,061 Recognised in profit or loss 229,866 (1,573,079) (Over)/Under provision in prior period/year (289,639) 1,220,697

At 31 March 1,668,906 1,728,679

Presented as follows as disclosed in the statement

of financial position:

Deferred tax assets (158,000) (163,000) Deferred tax liabilities 1,826,906 1,891,679

1,668,906 1,728,679




2

17. Deferred tax (assets)/liabilities (cont’d) The components and movements of deferred tax assets and liabilities during the financial period/year are as follows:

Property, plant and

equipment RM Deferred tax

liabilities of the Group

At 1 April 2018 2,867,780 Recognised in profit

or loss

(558,277)

At 31 March 2019 2,309,503

At 1 January 2017 1,986,297 Recognised in profit

or loss

881,483

At 31 March 2018 2,867,780

Investment properties

Provisions

Unabsorbed capital

allowance Total RM RM RM RM Deferred tax

assets of the Group

At 1 April 2018 (163,000) (976,101) - (1,139,101) Recognised in profit

or loss 5,000 580,575 (87,071) 498,504

At 31 March 2019 (158,000) (395,526) (87,071) (640,597)

At 1 January 2017 (175,000) (382,000) (65,000) (622,000) Recognised in profit

or loss 12,000 (594,101) 65,000 (517,101)

At 31 March 2018 (163,000) (976,101) - (1,139,101)




50

18. Inventories Group 2019 2018 At cost: RM RM Trading goods 121,619,499 119,663,260 Recognised in profit or loss: Inventories written down 1,038,533 3,759,608

19. Trade and non-trade receivables

Group Company 2019 2018 2019 2018 Trade: RM RM RM RM Trade receivables 5,390,474 10,237,286 - -

Less: Impairment - - At 1 April

2018/1 January 2017 (1,461,689) (1,251,009) - -

Addition during the year/period (760,351) (210,680) - -

Reversal of impairment loss 1,083,322 - - -

At 31 March (1,138,718) (1,461,689) - -

4,251,756 8,775,597 - -

Non-trade: Non-trade

receivables 374,947 839,847 - -

Less: Impairment At 1 January

2017/2016 (175,127) (75,078) - - Addition

during the period/year - (100,049) - -

At 31 March (175,127) (175,127) - -

199,820 664,720 - - Deposits 1,452,514 1,805,213 - - GST receivables 769,986 969,496 1,691 1,726 Prepayments 855,966 870,959 29,415 29,419

3,278,286 4,310,388 31,106 31,145

7,530,042 13,085,985 31,106 31,145




51

19. Trade and non-trade receivables (cont’d)

The credit period granted by the Group ranges from 0 days to 120 days (2018: 0 days to 120 days). Other credit terms are assessed and approved by the management on a case-by-case basis.

Included in trade receivable is the amount of RMNil (2018: RM81,882) due from companies in which a person connected with a director has interest. Significant related party transactions have been disclosed in Note 26 to the financial statements.

20. Deposits with licensed banks

The deposits with licensed banks are pledged to licensed banks as security for banking facilities granted to the Group. The deposits are maturing in June 2020 (2018: July 2019). The effective interest rates for deposits with licensed banks are at 3.35% (2018: 2.55% to 3.35%) per annum.

21. Cash and bank balances The foreign currency profile of cash and bank balances are as follows:

Group Company 2019 2018 2019 2018 RM RM RM RM United States Dollar 23,233 23,249 - - Ringgit Malaysia 6,349,858 8,638,481 19,462 111,224

6,373,091 8,661,730 19,462 111,224 22. Share capital

Group and Company 2019 2018 2019 2018

Number of Ordinary

Shares RM RM Issued and fully paid

At 31 March 197,990,002 197,990,002 197,990,002 197,990,002




5

23. Reserves Group Company

2019 2018 2019 2018 RM RM RM RM Merger reserve (176,470,000) (176,470,000) - - Revaluation reserve 6,423,728 6,423,728 - -

Total non-distributable (170,046,272) (170,046,272) - -

Retained profits/ (Accumulated

losses) 194,616,730 194,393,371 (23,317,996) 4,224,480

24,570,458 24,347,099 (23,317,996) 4,224,480

Merger reserve

Merger deficit arose from the business combination of entities under common control where the amount of the Group’s equity ownership of the entities exceeded their acquisition costs.

Revaluation reserve

The revaluation reserve represents increases in fair value of land, net of tax, and decrease to the extent that such decreases relate to an increase on the same asset previously recognised in other comprehensive income.

Retained profits

The Groups’ and the Company’s adopted the Single Tier Income Tax System in which the Group and the Company may declare the payment of the dividends out of its retained earnings of which subject to the availability of profits.




53

24. Borrowings Group Company 2019 2018 2019 2018 Current Note RM RM RM RM Secured Bankers’

acceptance (a) 22,298,149 21,761,000

- - Bank overdrafts (a) 7,094,349 3,467,236 - - Term loans (b) 4,971,821 5,619,655 661,459 670,128 Finance lease

liabilities (c)

283,731 179,541

- -

34,648,050 31,027,432 661,459 670,128

Unsecured Bankers’

acceptance (a) - 9,387,290

- - Bank overdrafts (a) - 3,141,434 - -

- 12,528,724 - -

Total current 34,648,050 43,556,156 661,459 670,128

Non-current Term loans (b) 47,929,621 50,436,573 14,822,512 15,433,171 Finance lease

liabilities (c)

598,269 386,467

- -

Total non-current 48,527,890 50,823,040 14,822,512 15,433,171

Total 83,175,940 94,379,196 15,483,971 16,103,299

(a) Bankers’ acceptance and bank overdrafts

As at 31 March 2019, the Group’s bankers’ acceptance and bank overdraft bore average effective interest rates ranged from 4.85% to 8.65% (2018: 2.50% to 7.60%) and 4.85% to 9.40% (2018: 7.47% to 9.39%) per annum respectively and are secured by: (i) Fixed charge over certain subsidiaries’ landed properties; (ii) Negative pledge over the assets of certain subsidiaries; (iii) A pledge of short-term deposits of certain a subsidiary; (iv) Joint and several guarantees by the Directors; and (v) Corporate guarantees by the Company and its subsidiaries.




54

24. Borrowings (cont’d)

(b) Term loans

The remaining maturities of the term loans are as follows:

Group Company 2019 2018 2019 2018 RM RM RM RM Within one year 4,971,821 5,619,655 661,459 670,128 More than one

year and less than five years 15,306,815 16,295,985 2,989,964 3,005,224

Five years and more 32,622,806 34,140,588 11,832,548 12,427,947

52,901,442 56,056,228 15,483,971 16,103,299

The term loans of the Group and of the Company bear interest at a rate of 4.37% to 6.35% and 4.37% to 4.50% (2018: 4.62% to 5.47% and 4.37% to 4.50%) per annum and are secured by the following:

(i) Legal charge on certain subsidiaries’ landed properties; (ii) Assignment of rental proceeds over the abovementioned properties; (iii) Joint and several guarantees by the Directors; and (iv) Corporate guarantee by the Company.

(c) Finance lease liabilities

Group 2019 2018

RM RM Minimum finance lease payments: Repayable within one year 320,418 202,500 Repayable between one to five years 640,315 407,017

960,733 609,517 Less: Future finance charges (78,733) (43,509)

Present value of finance lease liabilities 882,000 566,008

Present value of finance lease liabilities: Repayable within one year 283,731 179,541 Repayable between one to five years 598,269 386,467

882,000 566,008

Representing finance lease liabilities: Current 283,731 179,541 Non-current 598,269 386,467

882,000 566,008




54


(b) Term loans

The remaining maturities of the term loans are as follows:

Group Company 2019 2018 2019 2018 RM RM RM RM Within one year 4,971,821 5,619,655 661,459 670,128 More than one

year and less than five years 15,306,815 16,295,985 2,989,964 3,005,224

Five years and more 32,622,806 34,140,588 11,832,548 12,427,947

52,901,442 56,056,228 15,483,971 16,103,299

The term loans of the Group and of the Company bear interest at a rate of 4.37% to 6.35% and 4.37% to 4.50% (2018: 4.62% to 5.47% and 4.37% to 4.50%) per annum and are secured by the following:

(i) Legal charge on certain subsidiaries’ landed properties; (ii) Assignment of rental proceeds over the abovementioned properties; (iii) Joint and several guarantees by the Directors; and (iv) Corporate guarantee by the Company.

(c) Finance lease liabilities

Group 2019 2018

RM RM Minimum finance lease payments: Repayable within one year 320,418 202,500 Repayable between one to five years 640,315 407,017

960,733 609,517 Less: Future finance charges (78,733) (43,509)

Present value of finance lease liabilities 882,000 566,008

Present value of finance lease liabilities: Repayable within one year 283,731 179,541 Repayable between one to five years 598,269 386,467

882,000 566,008

Representing finance lease liabilities: Current 283,731 179,541 Non-current 598,269 386,467

882,000 566,008


55


(c) Finance lease liabilities (cont’d)

The effective interest rates are ranged from 4.52% to 6.78% (2018: 4.25% to 5.27%) per annum.

25. Trade and non-trade payables

Group Company 2019 2018 2019 2018 Current: RM RM RM RM Trade: Trade payables 6,422,987 4,251,584 - -

6,422,987 4,251,584 - -

Non-trade: Non-trade payables 3,319,649 2,747,934 415,298 407,114 Amounts owing to

subsidiaries (Note a) - - 2,495,174 36,814,063 Advances from

customers 150,375 6,440 - - Accruals 2,336,506 4,635,670 947,128 985,808 Deposits 535,773 2,146,058 - - Amount due to a

director 1,385,000 900,635 - - GST payable - 67,428 - 8,147 Provision for legal

claim (Note 33) - 167,951 - -

7,727,303 10,672,116 3,857,600 38,215,132

14,150,290 14,923,700 3,857,600 38,215,132

Trade payables of the Group comprise amounts outstanding for trade purchases. The credit periods granted to the Group range from 14 days to 120 days (2018: 14 days to 120 days). No interest is charged on the trade payables’ outstanding balances. The Group has financial risk management policies in place to ensure that all the payables are paid within the pre-agreed credit terms.


55






6,422,987 4,251,584 - -





claim (Note 33) - 167,951 - -

7,727,303 10,672,116 3,857,600 38,215,132

14,150,290 14,923,700 3,857,600 38,215,132





55






6,422,987 4,251,584 - -





claim (Note 33) - 167,951 - -

7,727,303 10,672,116 3,857,600 38,215,132

14,150,290 14,923,700 3,857,600 38,215,132





56

25. Trade and non-trade payables (cont’d) (a) Amounts owing to/(from) subsidiaries

The amounts owing to/(from) subsidiaries are as follows:

Company 2019 2018 RM RM

Current: Kamdar Sdn. Bhd. (485,127) 27,541,620 Pusat Membeli-Belah Kamdar Sdn. Bhd. - 3,545,750 Pusat Membeli-Belah Kamdar (Penang)

Sdn. Bhd. (7,000) 1,993,000 Kesar Sdn. Bhd. 2,987,301 3,733,693

2,495,174 36,814,063

Significant related party transactions have been disclosed in Notes 26 to the financial statements.

26. Significant related party transactions

(a) The Group and the Company have related party transactions with the following companies:

2019 2018 Group RM RM With related parties: Sales of textile product and fabrics to

related companies - 250,419 Purchases of textile product from a

company connected with a director - 96,430 Company Management fees received/receivable from

subsidiaries 281,667 730,000

The significant balances with related parties are disclosed in Notes 19 and 25 to the financial statements.

The Directors are of the opinion that the transactions above have been entered into in the normal course of business and have been established on terms and conditions mutually agreed between the relevant parties.




57

26. Significant related party transactions (cont’d)

(b) Compensation of Key Management Personnel

Group Company 2019 2018 2019 2018

RM RM RM RM Short-term employee

benefits 2,509,574 2,677,287

121,200 191,000

Key management personnel comprise executive and non-executive directors and senior managements of the Group and of the Company who have authority and responsibility for planning, directing, and controlling the activities of the Group and of the Company, directly or indirectly.

27. Financial guarantees

Company 2019 2018 RM RM Unsecured: Corporate guarantees given to licensed banks for

credit facilities granted to the subsidiaries 82,293,940 78,597,677

28. Operating lease arrangements

The Group as lessor The Group has entered into operating lease agreements to lease out certain of its investment properties. The future minimum lease payments receivable under operating leases contracted for as of the reporting date but not recognised as receivables, are as follows:

Group 2019 2018 RM RM Not later than one year 158,300 121,900 Later than one year and not later than five years 137,400 140,700

295,700 262,600



58

28. Operating lease arrangements (cont’d) The Group as lessee The Group has entered into operating lease agreements for the use of land and premises. The future aggregate minimum lease payments under operating leases contracted for as of the reporting date but not recognised as liabilities are as follows:

Group 2019 2018 RM RM Not later than one year 4,854,586 7,731,534

29. Operating segments

(i) Business segment

For management purposes, the Group is organised into two major business units based on their products and services, which comprises the following: Business segments Business activities Textile Retailing textile and textile-based products within

the retailing industry Investment and

management Investment holding company and providing

management services

Management monitors the operating results of its business units separately for the purpose of making decisions about resources allocation and performance assessment. Segment performance is evaluated based on operating profit or loss which, in certain respects as explained in the table below, is measured differently from operating profit or loss in the consolidated financial statements.

Transfer prices between operating segments are at arm’s length basis in a manner similar to transaction with third parties.



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nt’d

)

The

follo

win

g is

an

anal

ysis

of t

he G

roup

’s re

venu

e an

d re

sults

by

repo

rtabl

e se

gmen

ts: (

cont

’d)

2018

N

ote

Text

ile

Inve

stm

ent

and

man

agem

ent

To

tal

El

imin

atio

n

Con

solid

ated

R

even

ue

R

M

R

M

R

M

R

M

R

M

Ext

erna

l rev

enue

175,

012,

120

61

7,85

4

175,

629,

974

-

17

5,62

9,97

4 In

ter-

segm

ent r

even

ue

(a)

24,4

03,6

00

11

,475

,000

35,8

78,6

00

(3

5,87

8,60

0)

-

Tota

l rev

enue

199,

415,

720

12

,092

,854

211,

508,

574

(3

5,87

8,60

0)

17

5,62

9,97

4

Res

ults

In

tere

st in

com

e

256,

903

28

9,00

7

545,

910

(2

30,4

28)

31

5,48

2 Fi

nanc

e co

sts

4,

409,

036

20

3,42

8

4,61

2,46

4

(203

,428

)

4,40

9,03

6 D

epre

ciat

ion

and

amor

tisat

ion

(2

,595

,221

)

(1,7

92,4

89)

(4

,387

,710

)

-

(4,3

87,7

10)

Oth

er n

on-c

ash

(exp

ense

)/inc

ome

(b)

(4,9

37,3

51)

(4

,509

,069

)

(9,4

46,4

20)

3,

610,

000

(5

,836

,420

) In

com

e ta

x (e

xpen

se)/i

ncom

e

(313

,942

)

(2,5

33,1

79)

(2

,847

,121

)

(979

,759

)

(3,8

26,8

80)

Seg

men

tal (

loss

)/gai

n (c

) (1

,303

,437

)

12,5

99,1

01

11

,295

,664

(4,1

16,9

79)

7,

178,

685

Ass

ets

Add

ition

al to

non

-cur

rent

ass

ets

othe

r tha

n de

ferr

ed ta

x as

sets

(d

) 1,

622,

913

2,

800,

500

4,

423,

413

-

4,

423,

413

Seg

men

t ass

ets

(e)

225,

265,

742

56

3,01

2,84

9

788,

278,

591

(4

57,1

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28)

33

1,15

6,56

3

Liab

ility

S

egm

ent l

iabi

litie

s (f)

70

,475

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47,8

08,5

65

11

8,28

3,88

5

(103

,360

,165

)

14,9

23,7

20

Tran

sfer

pric

e be

twee

n op

erat

ing

segm

ents

are

on

nego

tiate

d ba

sis.

no

tes

to th

e F

ina

nci

al s

tate

me

nts

(co

nt'd

)




61

29. Operating segments (cont’d)

(i) Business segment (cont’d) Notes to the nature of adjustments and eliminations to arrive at amounts reported in the consolidated financial statements: (a) Inter-segment revenues are eliminated on consolidation. (b) Other non-cash (expenses)/income consist of the following item as

presented in the respective notes to the financial statements:

Group 2019 2018 RM RM Impairment loss on receivables (760,351) (310,729) Inventories written down (1,038,533) (3,759,608) Impairment loss on receivables no

longer required 1,083,322

- Bad debts written off (1,049,430) - Gain on disposal of property, plant and

equipment 40,016

7,733 Fair value gain on investment

properties 170,000

(1,025,000) Property, plant and equipment written

off (203,043)

(748,816)

(1,758,019) (5,836,420)

(c) The following items are added to/(deducted from) segment profit to

arrive at “Profit after tax” presented in the consolidated statement of profit or loss and other comprehensive:

Group 2019 2018 RM RM Segment profit 3,305,483 7,178,685 Interest income 339,442 315,482 Interest expense (3,421,566) (4,409,036)

Profit after tax 223,359 3,085,131




62


(i) Business segment (cont’d)

Notes to the nature of adjustments and eliminations to arrive at amounts reported in the consolidated financial statements: (cont’d)

(d) Additions to non-current assets other than deferred tax assets consist

of:

Group 2019 2018 RM RM Property, plant and equipment 1,515,888 1,622,913 Capital work-in-progress - 2,800,500

1,515,888 4,423,413

(e) The following items are added to segment assets to arrive at total

assets reported in the consolidated statement of financial position:

Group 2019 2018 RM RM Segment assets 319,329,838 331,156,563 Deferred tax assets 158,000 163,000 Tax recoverable 2,394,355 2,415,493

Total assets 321,882,193 333,735,056

(f) The following items are added to segment liabilities to arrive at total

liabilities reported in the consolidated statement of financial position:

Group 2019 2018 RM RM Segment liabilities 14,150,290 14,923,700 Deferred tax liabilities 1,826,906 1,891,679 Borrowings 83,175,940 94,379,196 Tax payable 168,597 203,380

Total liabilities 99,321,733 111,397,955

(ii) Geographical information

Non-current assets information and revenue information by geographical segment is not presented as the Group’s activities are conducted principally in Malaysia.




63


(iii) Information about major customers

The Group does not have any revenue from a single external customer which represents 10% or more of the Group’s revenue.

30. Financial instruments

Categories of financial instrument

Current financial year

The table below provides an analysis of financial instruments categorised as follows: (a) Financial assets and liabilities measured at amortised cost (“AC”).

Carrying amount AC 2019 RM RM Group Financial assets Trade and non-trade receivables

(excluding prepayments and GST) 5,904,090 5,904,090

Short term deposits with licensed banks 1,635,663 1,635,663

Cash and bank balances 6,373,091 6,373,091

13,912,844 13,912,844

Financial liabilities Trade and non-trade payables

(excluding provision and GST) 14,150,290 14,150,290 Borrowings 83,175,940 83,175,940

97,326,230 97,326,230

Company Financial assets Cash and bank balances 19,462 19,462


(excluding provision and GST) 3,857,600 3,857,600 Borrowings 15,483,971 15,483,971

19,341,571 19,341,571




64

30. Financial instruments (cont’d) Categories of financial instrument (cont’d)


The table below provides an analysis of financial instruments categorised as follows: (a) Loan and receivables (“L&R”); and (b) Financial liabilities measured at amortised cost (“FL”).

Carrying amount L&R FL 2018 RM RM RM Group Financial assets Trade and non-trade receivables

(excluding prepayments and GST) 11,245,530 11,245,530 -

Short term deposits with licensed banks 5,651,021 5,651,021 -

Cash and bank balances 8,661,730 8,661,730 -

25,558,281 25,558,281 -


(excluding provision and GST) 14,688,321 - 14,688,321 Borrowings 94,379,196 - 94,379,196

109,067,517 - 109,067,517

Company Financial assets Cash and bank balances 111,224 111,224 -


(excluding GST) 38,206,985 - 38,206,985 Borrowings 16,103,299 - 16,103,299

54,310,284 - 54,310,284




65

30. Financial instruments (cont’d) Net gains and losses arising from financial instruments Group Company 2019 2018 2019 2018 RM RM RM RM Net (losses)/gains arising

on: Financial assets

measured at amortised cost

Impairment loss on trade receivables (760,351) - - -

Bad debts written off (1,049,430) - - - Impairment loss on trade

receivables no longer required 1,083,322 - - -

Interest income 339,442 - - - Financial assets

measured at loan and receivables

Impairment loss on trade receivables - (310,729) - - -

Deposit written off - (5,099) - - Interest income - 315,482 - - Financial liabilities

measured at amortised cost

Interest expense (4,765,999) (5,658,116) (727,072) (902,033)

(5,153,016) (5,658,462 ) (727,072) (902,033)




66

30. Financial instruments (cont’d)

Financial risk management objectives and policies

The Group and the Company are exposed to financial risks arising from their operations and the use of financial instruments. The key financial risks include credit risk, interest rate risk, liquidity risk and foreign currency risk.

The Group’s and the Company’s financial risk management policy seeks to ensure that adequate financial resources are available for the development of the Group’s and of the Company’s businesses whilst managing its credit risk, interest rate risk, liquidity risk and foreign currency risk. The following sections provide details regarding the Group’s and the Company’s exposure to the above-mentioned financial risks and the objectives, policies and processes for the management of these risks.

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 and the Company’s exposure to credit risk arises principally from the individual characteristics of each customer.

Trade receivables At each reporting date, the Group and the Company assess whether any of the trade receivables 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 and the Company determine that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay amounts subject to the write-off. Nevertheless, trade receivables and contract asset that are written off could still be subject to enforcement activities. There are no significant changes as compared to previous year. Credit risk concentration profile

The Group and the Company have no significant concentration of credit risk that may arise from exposure to a single customer or to a group of customers. Exposure to credit risk As the Group and the Company do not hold any collateral, the maximum exposure to credit risk is represented by the carrying amount of the financial assets as at the end of the reporting period.




67


Credit risk (cont’d)

Trade receivables (cont’d)

Recognition and measurement of impairment loss

The Company uses a provision matrix to measure ECLs of trade receivables and contract assets. Loss rates are based on actual credit loss experience over the past three (3) years. The Company also considers differences between (a) economic conditions during the period over which the historic data has been collected, (b) current conditions and (c) the Company’s view of economic conditions over the expected lives of the receivables. Nevertheless, the Company believes that these factors are immaterial for the purpose of impairment calculation for the financial year.

Ageing analysis

The ageing analysis of the Group’s trade receivables as at reporting date are as follows: Gross

carrying amount

Loss allowance

Carrying amount

Group RM RM RM 2019 Not past due 1,809,530 - 1,809,530 Past due: - 1 - 30 days 348,068 (8,103) 339,965 - 31 - 120 days - - - - more than 120 days 3,232,876 (1,130,615) 2,102,261

5,390,474 (1,138,718) 4,251,756


66


Financial risk management objectives and policies

The Group and the Company are exposed to financial risks arising from their operations and the use of financial instruments. The key financial risks include credit risk, interest rate risk, liquidity risk and foreign currency risk.

The Group’s and the Company’s financial risk management policy seeks to ensure that adequate financial resources are available for the development of the Group’s and of the Company’s businesses whilst managing its credit risk, interest rate risk, liquidity risk and foreign currency risk. The following sections provide details regarding the Group’s and the Company’s exposure to the above-mentioned financial risks and the objectives, policies and processes for the management of these risks.

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 and the Company’s exposure to credit risk arises principally from the individual characteristics of each customer.

Trade receivables At each reporting date, the Group and the Company assess whether any of the trade receivables 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 and the Company determine that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay amounts subject to the write-off. Nevertheless, trade receivables and contract asset that are written off could still be subject to enforcement activities. There are no significant changes as compared to previous year. Credit risk concentration profile

The Group and the Company have no significant concentration of credit risk that may arise from exposure to a single customer or to a group of customers. Exposure to credit risk As the Group and the Company do not hold any collateral, the maximum exposure to credit risk is represented by the carrying amount of the financial assets as at the end of the reporting period.


67






Ageing analysis


carrying amount

Loss allowance

Carrying amount


5,390,474 (1,138,718) 4,251,756


67






Ageing analysis


carrying amount

Loss allowance

Carrying amount


5,390,474 (1,138,718) 4,251,756




68



Trade receivables (cont’d) Ageing analysis (cont’d) Comparative information under MFRS 139, Financial instruments: Recognition and Measurement Previous financial year Gross

carrying amount

Individual impairment

Carrying amount

Group RM RM RM 2018 Not past due: 1,061,674 - 1,061,674 Past due: - 1 to 30 days 808,474 - 808,474 - 31 to 120 days 3,344,324 - 3,344,324 - more than 120 days 5,022,814 (1,461,689) 3,561,125

10,237,286 (1,461,689) 8,775,597

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. As at the end of the reporting period, the Group and the Company did not recognised any allowance for impairment losses. Financial guarantee

The fair value of financial guarantees provided by the Company to banks to secure obligations under finance lease granted to certain subsidiaries with nominal amount of RM82,293,940 (2018: RM78,597,677) are negligible because the actual interest charged by the banks are not materially different from the borrowing costs of the subsidiaries and the outstanding borrowings are adequately secured by properties of the subsidiaries in which their market values upon realisation are expected to be higher than the outstanding borrowing amounts.




69



Deposits

Credit risks on deposits are mainly arising from deposits paid for office buildings rented. These deposits will be refunded at the end of each lease terms. The Company manages the credit risk together with the leasing arrangement. 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. As at the end of the reporting period, the Group and the Company did not recognised any allowance for impairment losses.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rate. The Group’s exposure to interest rate risk arises mainly from interest-bearing financial assets and liabilities. The Group’s policies are to obtain the most favourable interest rates available. Any surplus funds of the Group will be placed with licensed financial institutions to generate interest income. In respect of interest-earning financial assets and interest-bearing financial liabilities, the following table indicates its effective interest rates at the reporting date and the periods in which they mature or are reprice. Effective interest rates and repricing analysis

Group

Effective interest rate per annum

Within 1 year

1 - 5 years

More

than 5 years Total

2019 % RM RM RM RM Financial

assets

Deposits with licensed banks 3.35 1,635,663 -

-

1,635,663




70


Interest rate risk (cont’d)

Effective interest rates and repricing analysis (cont’d)

Group


Within 1 year 1 - 5 years

More than 5 years Total

2019 % RM RM RM RM Financial

liabilities

Borrowings - Bankers’

acceptance 4.85 - 8.65 (22,298,149) - - (22,298,149) - Bank

overdrafts 4.85 - 9.40 (7,094,349) - - (7,094,349) - Term loans 4.37 - 6.35 (4,971,821) (15,306,815) (32,622,806) (52,901,442) - Finance

lease liabilities 4.52 - 6.78 (283,731) (598,269) - (882,000)

(34,648,050) (15,905,084) (32,622,806) (83,175,940)

(33,012,387) (15,905,084) (32,622,806) (81,540,277)

2018 Deposits with

licensed banks 2.55 - 3.35 5,651,021 -

-

5,651,021

Financial

liabilities

Borrowings - Bankers’

acceptance 2.50 - 7.60 (31,148,290) - - (31,148,290) - Bank

overdrafts 7.47 - 9.39 (6,608,670) - - (6,608,670) - Term loans 4.62 - 5.47 (5,619,655) (16,295,985) (34,140,588) (56,056,228) - Finance

lease liabilities 4.25 - 5.27 (179,541) (386,467) - (566,008)

(43,556,156) (16,682,452) (34,140,588) (94,379,196)

(37,905,135) (16,682,452) (34,140,588) (88,728,175)




71


Interest rate risk (cont’d)

Effective interest rates and repricing analysis (cont’d)


Within 1 year

1 - 5 years

More

than 5 years Total

Company % RM RM RM RM Financial

liabilities Borrowings - Term loan 4.62 661,459 2,989,964 11,832,548 15,483,971

2018 Financial

liabilities Borrowings - Term loan 4.50 - 4.60 670,128 3,005,224 12,427,947 16,103,299

Interest rate risk sensitivity analysis

The following table details the sensitivity to a reasonably possible change in the interest rates as at the end of the reporting period, with all other variables held constant, on the Group’s equity and profits:

Group Company 2019 2018 2019 2018 Increase/

(Decrease) Increase/



(Decrease) RM RM RM RM Effects on

profit after taxation

Increase of 25

basis point

154,927 168,584 29,420 30,596 Decrease of

25 basis point

(154,927) (168,584) (29,420) (30,596) Effects on

equity

Increase of 25

basis point

154,927 168,584 29,420 30,596 Decrease of

25 basis point

(154,927)

(168,584) (29,420) (30,596)



72

30. Financial instruments (cont’d) 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 and the Company manage liquidity risk by maintaining adequate reserves and banking facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities, and monitoring and maintaining a level of cash and cash equivalents deemed adequate by management to finance the Group’s and the Company’s operations and to mitigate the effects of fluctuations in cash flows.

It is not expected that the cash flows included in the maturity analysis could significant earlier, or at significantly different amounts.



no

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to th

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%

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Trad

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-

14

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14,1

50,2

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-

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ank

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-

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s 52

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4.

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158

24

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59

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leas

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ies

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4.52

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96

0,73

3

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64

0,31

5

-

97

,326

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11

2,92

2,32

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51,2

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64

25

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36,2

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2018

Trad

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de

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bles

14

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-

14

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14,6

88,3

21

-

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:

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e 31

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2.

50 -

7.60

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90

31

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-

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ank

over

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ts

6,60

8,67

0 7.

47 -

9.39

6,60

8,67

0

6,60

8,67

0

-

- - T

erm

loan

s 56

,056

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4.

62 -

5.47

70,2

31,8

28

5,

533,

346

25

,280

,566

39,4

17,9

16

- Fin

ance

leas

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566,

008

4.26

- 5.

27

60

9,51

7

202,

500

40

7,01

7

-

10

9,06

7,51

7

12

3,28

6,62

6

58,1

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25

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19

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25

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Trad

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54

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nts

(co

nt'd

)




75


Foreign currency risk The Group is exposed to foreign currency risk on transactions and balances that are denominated in currencies other than United States Dollar (“USD”). Foreign currency risk is monitored closely on an ongoing basis to ensure that the net exposure is at an acceptable level. The Group’s functional assets held in USD presentation in RM exposure to foreign currency is as follows:

Group 2019 2018 RM RM Financial asset Cash and bank balances 23,233 23,249

Net currency exposure 23,233 23,249

Foreign currency risk sensitivity analysis The following table details the sensitivity analysis to a reasonably possible change in the foreign currencies as at the end of the reporting period, with all other variables held constant:

Group 2019 2018 Increase/

(Decrease) Increase/ (Decrease)

RM RM Effects on profit after tax: USD/RM Strengthen by 10% 1,766 1,767 Weakened by 10% (1,766) (1,767)




29


Fair values

The financial assets maturing within the next 12 months approximated fair values due to the relatively short-term maturity of the financial instruments. Fair value hierarchy The table below analyses financial instrument carried at fair value, by valuation method. The different levels have been defined as follows: Level 1: Quoted prices (unadjusted) in active markets for identical assets or

liabilities. Level 2: Inputs other than quoted prices included within Level 1 that are

observable for assets or liabilities, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: Input for the assets or liabilities that are not based on observable market data (unobservable inputs).

2019 2018 Carrying Fair Carrying Fair amount value amount value RM RM RM RM Group Level 2 Level 2 Financial liability: Finance lease liabilities 882,000 882,000 566,008 566,008




30

31. Capital management

The primary objective of the Group’s and the Company’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximise shareholder value. The Group and the Company manage their capital structure and make adjustments to it in light of changes in economic conditions. To maintain or adjust the capital structure, the Group and the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new share capital. No changes were made in the objective, policies or processes during the financial year ended 31 March 2019 and financial period from 1 January 2017 to 31 March 2018. Under the requirements of Bursa Malaysia Practice Note 17, the Group is required to maintain a consolidated Shareholders’ equity equal to or not less than 25% of the issued and paid up capital (including treasury shares). The Group has complied with this requirement. The debt to equity ratio of the Group and the Company as at the end of the reporting period was as follows: Group Company 2019 2018 2019 2018 RM RM RM RM Borrowings 83,175,940 94,379,196 15,483,971 16,103,299 Less: Cash and

bank balances

(6,373,091) (8,661,730) (19,462) (111,224)

Net debt 76,802,849 85,717,466 15,464,509 15,992,075 Total equity 222,560,460 222,337,101 174,672,006 202,214,482

Total capital 299,363,309 308,054,567 190,136,515 218,206,557 Gearing ratio

(times)

0.26 0.28 0.08 0.07

The debt to equity ratio is calculated as net debt divided by total capital. Net debt is calculated based on borrowings less cash and cash equivalents. Total capital is calculated as equity plus net debt.




31

32. Capital commitment Group 2019 2018 RM RM Capital expenditure Authorised and contracted for: - Shop/office building 608,825 54,520

33. Contingent liability

Litigation with Mohamad Hafiz Bin Hamidun

Kamdar Sdn. Bhd. (“KSB”), a wholly owned subsidiary of Kamdar Group (M) Berhad was served with Writ of Summon and Statement of Claim dated 12 April 2017 by Mohamad Hafiz bin Hamidun (“Plantiff”) alleging misuse of his name without authorisation.

The Plaintiff claims to be a well-known singer and alleges that KSB has used his name on product sold in KSB without authorisation and passed off the goods. He is claiming for unquantified damages and for exemplary damages amounting to RM3,000,000 and aggravated amounting to RM2,000,000 and legal cost. On 14 May 2018 and 11 July 2018, the High Court of Malaya made judgement in favour of the plaintiff and awarded legal cost of RM67,951. The Plaintiff has elected for damages to be assessed in a separate proceeding. Subject to the Plaintiff’s evidential proof on losses suffered and the court’s discretion, at this stage, the possible award has been estimated to be at least RM100,000 by KSB’s legal counsel. The Group has made a provision for these sums amounting to RM167,951 as disclosed in Note 25 to the financial statements. KSB is currently appealing against the aforesaid decision.




1

34. General information

The Company is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the Main Market of Bursa Malaysia Securities Berhad. The Company is principally involved in investment holding. The principal activities of the subsidiaries are disclosed in Note 16 to the financial statements. There has been no significant change in the nature of these activities during the financial year. The registered office of the Company is located at Level 15-2, Bangunan Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur. The principal place of business of the Company is located at 113, Jalan Tuanku Abdul Rahman, 50100 Kuala Lumpur, Malaysia. The financial statements of the Group and of the Company were authorised for issue by the Board of Directors on 25 July 2019.


Group PropertiesGROUP’S LANDED PROPERTIES

Registered Owner/ Postal Address

Title/Lot No. Brief Description/ Existing Use Audited as at 31.03.19

RM

Date of acquisition/ * Date of Certificate of Fitness Issued

Land Area

Sq Ft

Built up Area

Sq Ft

Tenure Approximate Age of Building

1. KSB Unit No. B3-7-25A, Taman Puteri (Venice Hill Condominium And Golf Resort) 43200 Cheras, Selangor

Parent Title No: CT 23206, Geran 47895 (formerly CT 23207) and 44134 (formerly CT23209)

Lot No: 4380, 4381 and 4383, Mukim of Ulu Langat, District of Ulu Langat, State of Selangor

Brief Description: Three (3) bedroom apartment

Existing Use: Unoccupied

82,906 27.05.1993 1,327.219

(Parent Lot)

1,538 Freehold 21 years

2. KSB Unit No. B3-10-22B, Taman Puteri (Venice Hill Condominium And Golf Resort) 43200 Cheras, Selangor

Parent Title No: CT23206, Geran 47895 (formerly CT23207) and 44134 (formerly CT23209)

Lot No: 4380, 4381 and 4383, Mukim of Ulu Langat, District of Ulu Langat, State of Selangor

Brief Description: Three (3) bedroom condominium

Existing Use: Unoccupied

77,046 27.05.1993 1,327,219 (Parent Lot)


3. PMBK No 4-6, Jalan Raja Musa Aziz 30300 Ipoh, Perak

Title No: Geran 22783, 8373 and 22784

Lot No: 1313N, 1314N and 8683U, Town of Ipoh, District of Kinta, State of Perak

Brief Description: 5 ½ storey detached building with a basement floor

Existing Use: Rented to KSB for retail use.

2,684,001 01.03.1991 5,908 36,882 Freehold 36 years

4. PMBK No. 68 Jalan Langgar, 05460 Alor Setar, Kedah3

Title No: 4(GRN 32748, 5(GRN 32749) and 6(GRN 32750)

Lot No: 4, 5, and 6, Section 19, Mukim of Kota Setar, Daerah Kota Setar, Kedah

Brief Description: Renovated intermediate three (3) adjoining units of three (3) storey terrace shop office with mezzanine floor


1,309,245

05.9.1990 6,000 15,240 Freehold 53 years

5. PMBK No. 15 and 16 Kompleks Seri Temin, Jalan Ibrahim, 08000 Sungai Petani, Kedah3

Title No: P.N. 370 and 371

Lot No: 20 and 21, and Section 46, Mukim and town of Sungai Petani, Kedah

Brief Description: Two (2) adjoining units of four (4) storey-terrace shop offices


931,246 *7.08.1986 2,800 11,200 Leasehold 99 years, expiring 4 October 2080

32 years

6. PMBK 761, 1463 and 1481, Off Jalan Muthu-palaniappa, 14000 Bukit Mertajam, Pulau Pinang

Title No: Geran 26220, H.S. (D) 12064 (previously known as H.S. (D) 227) and H.S.(D) 12078 (previously known as H.S.(D) 245)

Lot No: 761, 1463 and 1481, Section 3, Town of Bukit Mertajam, District of Seberang Perai Tengah, Pulau Pinang

Brief Description: Commercial development land

Existing Use: Rented to KSB for customer’s parking lot.

670,000 23.06.2000 11,117 Nil Freehold Not applicable


Group Properties (cont'd)GROUP’S LANDED PROPERTIES



RM


Land Area

Sq Ft

Built up Area

Sq Ft


7. PMBK (Penang) No 135, 137, 139, 141, 143, 145 and 147, Persiaran Bunga Raya, Langkawi Mall, Jalan Kelibang 07000 Kuah Langkawi, Kedah

Parent Title No: Grant 6787

Lot No: 1598 Mukim of Kuah District of Langkawi, State of Kedah.

Brief Description: Seven (7) adjoining units of 3-storey terrace shop offices


3,442,204 01.11.1998 8,899 26,697 Freehold 18 years

8. PMBK (Penang) Premise No.14, Jalan Burma, 10050 Pulau Pinang

Title No: Geran 12418

Lot No: 118, Section 15, Georgetown North-East District, Pulau Pinang

Brief Description: An intermediate five (5) storey commercial building


2,676,488 11.06.1992 7,255 26,571 Freehold 41 years

9. Kesar No.10 Jalan Pjs, Bandar Sunway, 41650 Petaling Jaya, Selangor

Title No: 4.5.(0)137518

Lot No: 109, Bandar Sunway, Petaling Jaya, Selangor.

Brief Description: Three(3) Storey Mid Terraced Shop/Office

Existing Use: Rented to Third Parties

3,700,000 23.11.2005

2,605 7,556 Leasehold expiring on 29 May 2099

21 years

10. Kesar Apt Unit Nos:

a) 98-19-19 and

b) 98-19-20,

19th Floor Sinar Bukit Dumbar, Jalan Faraday, 11600 Pulau Pinang

Parent Title No: Grant 63288

Lot No: 730 as subdivided from the amalgamation of Lot No: 79,80, 81, 85, 87 and part of Lot No: 144, Section 4 Town of Jelutong, North-East District, Pulau Pinang held under Parent Lot Title No: Geran 63288

Brief Description: A corner and its adjacent intermediate unit of three (3) bedroom medium cost apartments (2 units)

Existing Use: For apt unit No:98-19-19, the unit is rented to third party for residential use. For apt unit No:98-19-20, the unit is rented to staff for residential use

750,000 *23.11.1999 119,386 (Parent Lot)

700 sq ft per unit

Freehold 19 years

11. Kesar

Flat Unit Nos.

a. 3-17-2 b. 3-17-3

Pamgsapuri Pelangi, Lintang Macallum2, George Town, 10300 Pulau Pinang

State Tittle Nos. Pajaban negeri HBM50/M2/17/377 and HMB50/M2/376 Lot No. PT 282 Section 11E, Township of Georgetown, North East District Pulau Pinang

Brief Description Two (2) adjacent intermedale units, two (2) bedroom low cost medium cost flats Exiting Use: Rented to staff for residential use

123,474

*08.10.1994

160,312 (parent Lot)

573 sq ft per units

*Leasehold for 99 years expiring on 13 Octoer 2091

24 years

12. BGallant

Gedung Kamdar No.1763, Jalan Muthupalania-ppa14000 Bukit Mertajam, Seberang Prai Tengah, Pulau Pinang

Title No: H.S.(D) 23036 to H.S.(D) 23050, (formerly known as HS(D) 361-365)

Lot No: 1464 to Lot No. 1471 and Lot No. 1474 to 1480, Section 3, Town of Bukit Mertajam, District of Seberang Perai Tengah,Pulau Pinang

Brief Description: Five (5) storey shopping complex complete with sub basement car park


Rooftop space of building rented to third party.

5,090,769 23.06.2000 15,716 105,138 Freehold 23 years





RM


Land Area

Sq Ft

Built up Area

Sq Ft


13.

BGallant

No. 1 Persiaran PM 2/1 Pusat Bandar, Seri Manjung Seksyen 2, 32000 Seri Manjung, Perak

Title No:

HSD 18502 to HSD 18505

Lot No:

PT 25954 to PT 25957, Mukim Setiawan, Daerah Manjung, Negeri Perak

Brief Description: Five (5) storey shopping complex complete with sub basement car park


Rooftop space of building rented to third party.

4,836,750 *22.04.2005 11,000 44,000 Freehold 14 years

14

BGallant

No. 24-32, Medan Stesen 19/7 Station 18, 31650 Ipoh , Perak

Title No:

Lot No:

221173,221174, 221175, 221176, 221177

Brief Description: Five (5) nos double storey shop office


2,316,389 *29.07.2008 9,521 17,820 Leasehold for 99 years

10 years

15. Orisea

Factory Premise No. Plot 31, Hilir Sungai Keluang 1, Bayan Lepas Industrial Park (Phase IV), Bayan Lepas, 11900 Pulau Pinang

Title No:

No H.S.(D) 18976 (Previously H.S.(D) 8701)

Lot No: PT 2842 (also known as Lot No: 31, Bayan Lepas, Industrial Park, Phase IV), Mukim 12, District of Barat Daya, Pulau Pinang

Brief Description: Four (4) storey detached factory

Existing Use: Rented to Kesar for industrial use.

3,684,237 *21.11.1997 43,540 72,107 Leasehold for 60 years, expiring on 15 December 2054

22 years

16. KStores

No. 113, Jalan Tuanku Abdul Rahman, 50100, Kuala Lumpur

Title No: Geran 5561 & 10270

Lot No: 93 & 94, Section 36, Town of Kuala Lumpur, District of Kuala Lumpur, State of Wilayah Persekutuan, Kuala Lumpur

Brief Description: 7 ½ storey commercial building erected on two (2) contiguous plots of commercial land.


32,823,700 *10.06*2002 9,483




Registered Owner/

Postal Address Title/Lot No. Brief Description/ Existing Use Audited

as at 31.03.19

RM


Land Area

Sq Ft

Built up Area

Sq Ft


17.

KStores

No. 1 Jln Tun Fatimah, Bachang Utama, 75350 Melaka

HS(D) 51286 PT 5968 HS(D) 51287 PT 5969

Lot 6915 Melaka Tengah Mukim Bachang

Brief Description: 2 storey commercial building .


3,691,477 *23.09.2006 5,435 18,500 Leasehold 14 years

18.

KStores

No. 113, Jalan Tuanku Abdul Rahman, 50100, Kuala Lumpur

Title No: PN 73007

Lot No: 2436 Seksyen 13, in the Town of Shan Alam, District of Petaling, State of Selangor Darul Ehsan.

Brief Description: Vacant land

7,170,000

3 August 2011

43,562

Nil

Leasehold for 99 years expiring on 26 October 2103

No applicable

19

KStore

No. 289, Jalan Tuanku Abdul Rahman, 50100 Kuala Lumpur

Title O: GRN 6029

Lot No. 1965, Seksyen 0041 Bandar Kuala Lumpur. DaerahKuala Lumpur. Negeri Wilayah Persekutuan, Kuala Lumpur

Brief Description

4 ½ storey shop/office building

Existing use: Vacant

5,901,142 12.09.2013 1,485 8,463 Freehold 33 years

20 KStore

No. A1, A3, A5, A7, A9, A11, A13, A15, A17, Lorong Pasar Baru 2, Jalan Tun Ismail, 25000 Kuantan, Pahang

Tittle No: Geran No. 3828, 3829, 3830, 3831, 3832, 3833, 3834, 3835 and 3836 Lot No. 24700, 24701, 24702, 24703, 24704, 24705, 24706, 24707 and 24708 Daerah Kuantan, Mukim Kuala Kuantan, Pahang

Brief Description: 1 Unit of 4 Storey Commercial Shop Office and 8 units of 3 Storey Commercial Shop Office

Existing Use: Vacant

(under renovation)

18,800,000 *27.08.2014 17,606 55,281 Freehold 2 year

21.

KH No. 429, 431, 433 and 435, Jalan Tuanku Abdul Rahman, 50100, Kuala Lumpur

Title No: Geran 1029, 1030, 43326 (formerly known as Geran 34879), & 43327 (formerly known as Geran 34878)

Lot No: 710, 711, 2382 & 2383, Section 41, Town of Kuala Lumpur, District of Kuala Lumpur,

State of Wilayah Persekutuan, Kuala Lumpur

Brief Description: 6 ½ storey commercial building erected on four (4) contiguous plots of commercial land

Existing Use: Rented partially to third party

22,100,000

*10.06.2002

7,750

53,975

Freehold

20 years





RM


Land Area

Sq Ft

Built up Area

Sq Ft


22..

KH

No. 171-173, Jalan Tuanku Abdul Rahman, 50100 Kuala Lumpur

Title No: Geran 29507 Lot No: 148, Section 37, Town of Kuala Lumpur, District of Kuala Lumpur,

State of Wilayah Persekutuan, Kuala Lumpur

Brief Description: 7 storey commercial building

Existing Use: Rented to KSB

18,424,130

*30.6.2004

4,413

27,655

Freehold

21 years

23.

KH

No. 1-888A, 1-888B (1st Floor), 2-888A , 2-888B (2nd Floor), 3-888A and 3-888B (3rd Floor), Kompleks Bukit Jambul, Jalan Rumbia, Off Jalan Dr. Awang, 11900 Pulau Pinang

Title No: Master Titles GM1730, GM349, GM350, GM542, GM543, GM544, GM429 and GM430 Lot No. 1859, 1860, 1861, 4562, 4563, 4564, 624 and 625, in Mukim 13, District of Timur Laut, Pulau Pinang

Brief Description: 6 units of retail space


7,751,927

11.7.2002

1,098,247 (Parent lot)

105,745

Interest-in-perpetuity

21 years

24.

KH

E52-GA, E44-GB to E53-GB, E44-1A to E53-1A,E44-1B TO E53-1B, TAMAN PRIMA SAUJANA, 43000 Kajang, Selangor

Master Title Geran 30570, Lot 1779, Mukim of Kajang, District of Ulu Langat, State of Selangor

3 Sotrey Building

Existing Use:

Rented to KSB for retail use.

3,272,895

*25.10.2005

27,222

(Parcel Area)

29,740

Freehold

14 years

25 KH

No. PTB 22983, HSD 493447, Uda Business Centre, Pusat Bandar Tampoi, 81200 Johor Bahru, Johore.

Tittle No. H.S.(D) 493447 PTB 22983 Lot No. : No. PTB 22983, HSD 493447 Uda Business Centre Pusat Bandar Tampoi, 81200 Johor Bahru Johor

Brief Description: For (4) storey shop Office Existing Use: Rented to KSB for retail use.

3,878,206 *31.12.2012 2,952 11,000 Leasehold 6 years

26.

MS

No.1, Jalan 241, Section 51A, 46100 Petaling Jaya, Selangor Darul Ehsan

Title No: PN 6645 Lot No: 405, Section 32, Town of Petaling Jaya, District of Petaling, State of Selangor

Brief Description: Four (4)-storey office/ industrial building.

Existing Use: Rented to KSB for industrial use.

7,933,787

*10.06.2002

41,228

99,076

Leasehold for 99 years, expiring 6 August 2072

38 years


Analysis of shareholdings

ANALYSIS OF SHAREHOLDINGS AS AT 28 JUNE 2019 Issued Share Capital : RM197,990,002.00 Class of Shares : Ordinary Shares Voting Rights : One Vote Per Ordinary Share No. of Shareholders : 2,530 DISTRIBUTION OF SHAREHOLDINGS AS AT 28 JUNE 2019 Category No. of

Shareholders No. of Shares Percentage

Less than 100 99 2,445 0.00 100 – 1,000 1,962 472,334 0.24 1,001 – 10,000 311 1,376,055 0.69 10,001 – 100,000 107 3,382,841 1.71 100,001 – less than 5% of issued shares 47 82,358,728 41.60 5% and above of issued shares 4 110,397,599 55.76 Total 2,530 197,990,002 100.00 LIST OF SUBSTANTIAL SHAREHOLDERS AS AT 28 JUNE 2019 Direct Indirect No. Names No. of

Shares % No. of

Shares %

1. Kamal Kumar Kishorchandra Kamdar

57,118,715 28.85 - -

2. Bipinchandra A/L Balvantrai 56,278,884 28.43 955,171 0.48 (a) 3. Mehta Trupti Ratilal 955,171 0.48 56,278,884 28.43 (b) 4. Ansuya A/P Shantilal Rupani 14,732,755 7.44 - - 5. Pragna A/P K M Kamdar 9,913,256 5.01 - - DIRECTORS’ INTERESTS IN SHARES AS AT 28 JUNE 2019 Direct Indirect No. Names No. of

Shares % No. of

Shares %

1. Kamal Kumar Kishorchandra Kamdar 57,118,715 28.85 - - 2. Vicknaraj A/L Jayaraj - - - - 3. Chia Lee Hoon - - - - 4. Simon @ Flam Fernandez - - - - 5. Pragna A/P K M Kamdar 9,913,256 5.01 - - Note: (a) Indirect Interest by virtue of his wife’s (Mehta Trupti Ratilal) shareholding in the Company. (b) Indirect Interest by virtue of her husband’s (Bipinchandra A/L Balvantrai) shareholding in the

Company.


160 KAMDAR GROUP (M) BERHAD | ANNUAL REPORT 2019KAMDAR GROUP (M) BERHAD | ANNUAL REPORT 2019

Analysis of shareholdings (cont'd)

LIST OF TOP 30 SHAREHOLDERS/DEPOSITORS AS AT 28 JUNE 2019 Name No. of Shares

Held Percentage

1. BIPINCHANDRA A/L BALVANTRAI 37,611,178 19.00 2. AMSEC NOMINEES (TEMPATAN) SDN BHD– AMBANK (M)

BERHAD FOR KAMAL KUMAR KISHORCHANDRA KAMDAR 30,038,715 15.17 3. AMSEC NOMINEES (TEMPATAN) SDN BHD – PLEDGED

SECURITIES ACCOUNT - AMBANK (M) BERHAD FOR KAMAL KUMAR KISHORCHANDRA KAMDAR 24,080,000 12.16

4. BIPINCHANDRA A/L BALVANTRAI 18,667,706 9.43 5. AMSEC NOMINEES (ASING) SDN BHD – AMBANK (M)

BERHAD FOR ANSUYA A/P SHANTILAL RUPANI 8,809,800 4.45 6. GAUTAM KAMDAR A/L BIPINCHANDRA 7,889,500 3.98 7. AMSEC NOMINEES (TEMPATAN) SDN BHD – AMBANK (M)

BERHAD FOR PRAGNA A/P K M KAMDAR 7,577,300 3.83 8. ANSUYA A/P SHANTILAL RUPANI 5,922,955 2.99 9. HSBC NOMINEES (ASING) SDN BHD - EXEMPT AN FOR

CREDIT SUISSE (SWITZERLAND) LTD 5,867,500 2.96 10. PATEL VISHAKHA CHANDRAKANT 4,889,714 2.47 11. RINA KAMDAR A/P SHARADKUMAR 4,509,312 2.28 12. KHEW SIEW KEOW 3,621,072 1.83 13. KAMAL KUMAR KISHORCHANDRA KAMDAR 3,000,000 1.52 14. CIMB GROUP NOMINEES (ASING) SDN. BHD. - EXEMPT AN

FOR DBS BANK LTD (SFS) 2,610,400 1.32 15. RAJNIKANT A/L B.M KAMDAR 2,512,388 1.27 16. PRAGNA A/P K M KAMDAR 2,335,956 1.18 17. SATISHCHANDRE S/O PRAVINCHANDRE KEVALCHAND

DOSHI 2,000,000 1.01 18. KESHPREET SINGH SIDHU 1,856,900 0.94 19. HAMENDRA A/L B.M. KAMDAR 1,499,024 0.76 20. ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD -

PLEDGED SECURITIES ACCOUNT FOR INBAMANAY A/P M J ARUMANAYAGAM 1,412,400 0.71

21. JAIKISHIN A/L SHEWANDAS 1,395,100 0.70 22. SHARDA A/P NARAN DASS 1,362,063 0.69 23. SONAL DOMADIA 1,219,656 0.62 24. RHB NOMINEES (TEMPATAN) SDN BHD - PLEDGED

SECURITIES ACCOUNT FOR VIJAY KUMAR A/L MOHINDER LAL DUA 1,159,000 0.58

25. ALPA YASHESH PATEL 1,062,491 0.54 26. PUI BOON KENG 1,002,530 0.51 27. SAW PAIK PENG 1,000,000 0.50 28. MEHTA TRUPTI RATILAL 955,171 0.48 29. SURAJ KAMDAR 681,031 0.34 30. SOON PENG LEN 605,500 0.30 Total 187,154,362 94.52

LIST OF TOP 30 SHAREHOLDERS/DEPOSITORS AS AT 28 JUNE 2019 Name No. of Shares

Held Percentage

1. BIPINCHANDRA A/L BALVANTRAI 37,611,178 19.00 2. AMSEC NOMINEES (TEMPATAN) SDN BHD– AMBANK (M)

BERHAD FOR KAMAL KUMAR KISHORCHANDRA KAMDAR 30,038,715 15.17 3. AMSEC NOMINEES (TEMPATAN) SDN BHD – PLEDGED

SECURITIES ACCOUNT - AMBANK (M) BERHAD FOR KAMAL KUMAR KISHORCHANDRA KAMDAR 24,080,000 12.16

4. BIPINCHANDRA A/L BALVANTRAI 18,667,706 9.43 5. AMSEC NOMINEES (ASING) SDN BHD – AMBANK (M)

BERHAD FOR ANSUYA A/P SHANTILAL RUPANI 8,809,800 4.45 6. GAUTAM KAMDAR A/L BIPINCHANDRA 7,889,500 3.98 7. AMSEC NOMINEES (TEMPATAN) SDN BHD – AMBANK (M)

BERHAD FOR PRAGNA A/P K M KAMDAR 7,577,300 3.83 8. ANSUYA A/P SHANTILAL RUPANI 5,922,955 2.99 9. HSBC NOMINEES (ASING) SDN BHD - EXEMPT AN FOR

CREDIT SUISSE (SWITZERLAND) LTD 5,867,500 2.96 10. PATEL VISHAKHA CHANDRAKANT 4,889,714 2.47 11. RINA KAMDAR A/P SHARADKUMAR 4,509,312 2.28 12. KHEW SIEW KEOW 3,621,072 1.83 13. KAMAL KUMAR KISHORCHANDRA KAMDAR 3,000,000 1.52 14. CIMB GROUP NOMINEES (ASING) SDN. BHD. - EXEMPT AN

FOR DBS BANK LTD (SFS) 2,610,400 1.32 15. RAJNIKANT A/L B.M KAMDAR 2,512,388 1.27 16. PRAGNA A/P K M KAMDAR 2,335,956 1.18 17. SATISHCHANDRE S/O PRAVINCHANDRE KEVALCHAND

DOSHI 2,000,000 1.01 18. KESHPREET SINGH SIDHU 1,856,900 0.94 19. HAMENDRA A/L B.M. KAMDAR 1,499,024 0.76 20. ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD -

PLEDGED SECURITIES ACCOUNT FOR INBAMANAY A/P M J ARUMANAYAGAM 1,412,400 0.71

21. JAIKISHIN A/L SHEWANDAS 1,395,100 0.70 22. SHARDA A/P NARAN DASS 1,362,063 0.69 23. SONAL DOMADIA 1,219,656 0.62 24. RHB NOMINEES (TEMPATAN) SDN BHD - PLEDGED

SECURITIES ACCOUNT FOR VIJAY KUMAR A/L MOHINDER LAL DUA 1,159,000 0.58

25. ALPA YASHESH PATEL 1,062,491 0.54 26. PUI BOON KENG 1,002,530 0.51 27. SAW PAIK PENG 1,000,000 0.50 28. MEHTA TRUPTI RATILAL 955,171 0.48 29. SURAJ KAMDAR 681,031 0.34 30. SOON PENG LEN 605,500 0.30 Total 187,154,362 94.52

KAMDAR GROUP (M) BERHAD (Company No: 577740 A) (Incorporated in Malaysia)

FORM OF PROXY (Before completing this form please refer to the notes below) I/We _____________________________________ I.C No./Co.No./CDS No.: ________________________ (Full name in block letters) of _____________________________________________________________________________________

(Full address)

being a member/members of KAMDAR GROUP (M) BERHAD hereby appoint the following person(s):- Name of proxy, NRIC No. & Address No. of shares to be

represented by proxy 1. 2. or failing him/her, the Chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the Seventeenth Annual General Meeting of the Company to be held at Royal Selangor Club, Grand Ballroom, 1st Floor, Jalan Raja, 50704 Kuala Lumpur on Wednesday, 11 September 2019 at 10.00 a.m. and at any adjournment thereof. My/our proxy/proxies is/are to vote as indicated below:-

RESOLUTIONS RELATING TO :- FIRST PROXY

SECOND PROXY

For Against For Against

Ordinary Resolution 1 – To approve payment of Directors’ Fees and benefits for the financial year ended 31 March 2019.

Ordinary Resolution 2 – To approve payment of Directors’ Fees and benefits for the period from 1 April 2019 until the next Annual General Meeting to be held in 2020.

Ordinary Resolution 3 – Re-election of Director, Simon @ Flam Fernandez

Ordinary Resolution 4 – Re-election of Director, Vicknaraj A/L Jayaraj

Ordinary Resolution 5 – To re-appoint Messrs PKF Malaysia as Auditors of the Company and to authorise the Board of Directors to fix their remuneration

Ordinary Resolution 6 – Authority to allot shares

Special Resolution 1 – Proposed New Constitution (Please indicate with a “√” or “X” in the space provided how you wish your vote to be cast. If no instruction as to voting is given, the proxy/proxies may vote or abstain from voting at his/her/their discretion). Dated this …....….. day of ……….………..…… 2019 ……………………………. Signature/Common Seal

No. of ordinary shares held

Notes: 1. For the purpose of determining a member who shall be entitled to attend and vote at the Annual General Meeting, the Company

shall be requesting the Record of Depositors as at 4 September 2019. Only a depositor whose name appears on the Record of Depositors as at 4 September 2019 shall be entitled to attend the said meeting or appoint proxies to attend, speak and vote on his/her stead.

2. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his/her stead. A member may appoint up to two proxies to attend the same meeting provided that he specifies the proportion of his shareholding to be represented by each proxy. A proxy may but need not be a member of the Company and a member may appoint any person to be his proxy.

3. Where a member is an authorised nominee as defined under the Security Industry (Central Depositories) Act, 1991, 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.

4. A member who is an exempt authorized nominee is entitled to appoint multiple proxies for each omnibus account it holds.

5. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorized in writing or, if the appointer is a corporation, either under the Corporation’s Common Seal or under the hand of an officer or attorney so authorized.

6. The Form of Proxy must be deposited at the Registered Office of the Company at Level 15-2, Bangunan Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur not less than 48 hours before the time set for holding the meeting or any adjournment thereof.

fold here for sealing ………………………………………………………………………………………………………………………

Affix Stamp Here

The Secretary KAMDAR GROUP (M) BERHAD (577740 A) Level 15-2, Bangunan Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur.

……………………………………………………………………………………………………………………… fold here

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