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Page 1: LIVE BETTER! - Symphony Life Berhad · 67 _____ Financial Statements 154 _____ Analysis of Shareholdings ... • Served as the Group Chief Executive of Sime Darby Berhad and on the

LIVEBETTER!

Annual Report 2017Annual Report 2017

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VISIONA dynamic lifestyle brand creating better living by design

MISSIONWe build quality and innovative properties focusing on value creation and customer satisfaction

CORE VALUESCOMMITMENTWe deliver on our promise to customers, partners, employees and stakeholders

HIGH PERFORMANCEWe set high standards for people, processes, productivity and quality

ORIGINALITYWe incorporate innovation in our delivery

RESPONSIVENESSWe adapt to changes in customers’ lifestyle needs

UNITYWe practice teamwork, believe in respect and work in harmony

SERVICE-FOCUSEDOur customers come first

COVER RATIONALE: The Symphony Life’s swishes with fireworks symbolise the outcome of our priority. Our customers always come first and our developments are the living proof of our commitment to deliver our promise to customers, partners, employees and stakeholders to live better!

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TABLE OF CONTENTS

4 ___________ Milestones 6 ___________ Our Products 10 ___________ Board of Directors 12 ___________ Board of Directors’ Profiles 18 ___________ Chairman’s Statement 22 ___________ Management Review 28 ___________ Key Senior Management 29 ___________ Management 30 ___________ Corporate Information 31 ___________ Group Corporate Structure 32 ___________ Five-year Financial Performance

36 ___________ Statement on Corporate Social Responsibility

40 ___________ Group Corporate Calendar 42 ___________ Statement on Corporate Governance 57 ___________ Statement on Risk Management and

Internal Control 61 ___________ Audit Committee Report 65 ___________ Additional Compliance Information 66 ___________ Statement of Directors’ Responsibility

67 ___________ Financial Statements

154 ___________ Analysis of Shareholdings 156 ___________ Analysis of Warrant Holdings 158 ___________ Properties Owned by Symphony Life

Group 163 ___________ Notice of Annual General Meeting1 67 ___________ Statement Accompanying Notice of

Annual General Meeting

___________ Form of Proxy

1

TWY@MONT KIARA

Scan here to know more about Symphony Life Berhad

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FOCUSING ON THE SMART AND VIBRANT COMMUNITY

Scan here to know more about Union Suites

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MILESTONES

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MILESTONES

4

1964Incorporated as a private limited company on 15 July 1964

1970SLaunched the fi rst township development in Klang Valley - the 350-acre Taman Midah, Cheras

1973Listed on Bursa Malaysia on 5 December 1973

Built the tallest offi ce/retail building in Kuala Lumpur - Campbell Complex

1975Developed the fi rst condominium in Kuala Lumpur - Bolton Court

1980S-1990SUnderwent an aggressive expansion and diversifi cation plan into various businesses from food franchising and retailing to quarrying and liquid bulk terminal operations

Also involved in fi nancial services, systems integration, equipment trading, hotel and rental, manufacturing of cement activities, among others

1992Developed Bolton Industrial Park in Batu Caves, Selangor

1996Built Hotel Midah in Kuala Lumpur

1997Completed the largest shopping mall in Langkawi Island - Langkawi Fair Shopping Complex

2000Launched mixedtownship developmentin Taman Tasik Prima,Puchong

1964 - 2017

TWY@MONT KIARATHE WHARF

STAR RESIDENCES

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MILESTONES

5

2001Launched the fi rst high-enddevelopment, Tijani,within the luxuriousBukit Tunku enclave inKuala Lumpur

2006Underwent fi nancial housekeeping with returned focus to property development

2007Ventured into Penang with the launch of Surin condominium in Tanjung Bungah

2010Launched the fi rst urban rejuvenation development 6Ceylon in the heart of Kuala Lumpur

Launched the award winning mixed commercial development The Wharf Residence at Taman Tasik Prima, Puchong

Launched the fi nal phase of signature Tijani development - Arata in Kuala Lumpur

2012Embarked on fi rst build-then-sell development, Desiran Bayu in Taman Sri Rampai, Wangsa Maju, Kuala Lumpur

Launched Tijani Ukay, a high-end development bearing the signature Tijani trademark

2013Rebranded as Symphony Life Berhad

2014Completed Arata, 6Ceylon and Desiran Bayu

Launched Elevia Residences in Taman Tasik Prima, and the award winning TWY@Mont Kiara and Star Residences in the heart of Kuala Lumpur

Ventured into the fi rst offi ce development in Section 13, Petaling Jaya

2015-2016Launched Tijani Raja Dewa, maiden project in Kota Bharu, located in one of themost sought after location in Kota Bharu, Kelantan

Completed Towers 8, 18 and 28 of The Wharf Residence, Puchong

Completed Tijani Ukay located in Ampang, Selangor

2017Launched Union Suites in Bandar Sunway, the heart of education land

UNION SUITES

SIGNAL HILL

TIJANI RAJA DEWA

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KEDAH

COMPLETED PROJECTAmanjaya TownshipSaffron I & IITYPE: Single Storey

Terrace House

ON GOING PROJECTAmanjaya TownshipSaffron IIITYPE: Single Storey

Terrace House

UPCOMING PROJECTAmanjaya TownshipAnggun & Avani TYPE: Semi-D &

Bungalow

PENANG

COMPLETED PROJECTSurin PenangTYPE: Condominium

KELANTAN

ON GOING PROJECTTijani Raja Dewa, Kota BharuTYPE: Condominium,

Terrace House & Semi-D

SELANGOR

COMPLETED PROJECTSummer Homes, Taman Tasik Prima, PuchongTYPE: 21/2 Storey Semi-D &

3 Storey Townhouse

The Wharf Residence, Taman Tasik Prima, PuchongTYPE: Serviced Apartment

Elevia Residences, Taman Tasik Prima, PuchongTYPE: Villa &

Condominium

Tijani Ukay, AmpangTYPE: Zero-Lot Bungalow

& Bungalow

ON GOING PROJECTUnion Suites, Bandar SunwayTYPE: SOHO

Menara Symphony, Petaling JayaTYPE: Office & Retail

Development

UP COMING PROJECTThe Wharf, Taman Tasik Prima, PuchongTYPE: Retail Mall & SOHO

RRI Subang AirportRoad, SubangTYPE: Retail Shop &

Serviced Apartment

U10, Shah AlamTYPE: Townhouse &

Rumah Selangorku

OUR PRODUCTS

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OUR PRODUCTS

6

PENISULAR MALAYSIA, SABAH & SARAWAK

PENANG

KEDAH

NEGERISEMBILAN

SELANGOR

KUALA LUMPUR

KELANTAN

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KUALALUMPUR

COMPLETED PROJECTTijani 2 North, Bukit TunkuTYPE: Condominium

Arata, Bukit TunkuTYPE: Condominium

6Ceylon, Bukit CeylonTYPE: Serviced Apartment

Desiran Bayu, Sri RampaiTYPE: 3 Storey Terrace

House

ON GOING PROJECTStar Residences, KLCCTYPE: Serviced

Apartment & Retail Development

TWY, Mont KiaraTYPE: Duplex Serviced

Apartment

UP COMING PROJECTMont Kiara 2TYPE: Serviced Apartment

CherasTYPE: Serviced Apartment

& Retail Shop

NEGERISEMBILAN

COMPLETED PROJECTLavender Heights-Ceria HomeTYPE: Single Storey

Terrace House

Lavender Heights-Business SquareTYPE: 2 & 3 Storey Shop

Office

SABAH

UP COMING PROJECTSignal Hill, Kota KinabaluTYPE: Serviced Apartment

& Landed Villa

OUR PRODUCTS

7

SABAH

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Scan here to know more about our products

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HARMONISINGGREEN EFFORTS

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Scan here to know more about Elevia Residences

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BOARD OFDIRECTORS

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BOARD OF DIRECTORS

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TAN SRI AZMAN YAHYANon-IndependentExecutive Chairman

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BOARD OF DIRECTORS

11

TAN SRI NIK MOHAMEDBIN NIK YAACOBIndependent Non-Executive Director

DATO’ ROBERTTEO KENG TUANIndependent Non-Executive Director

CHIN JIT PYNGNon-Independent Non-Executive Director

LEE SIEW CHOONGIndependent Non-Executive Director

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1 3

2 4

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1

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3

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BOARD OFDIRECTORS'PROFILES

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BOARD OF DIRECTORS' PROFILES

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TAN SRI AZMAN YAHYAExecutive ChairmanNon-Independent Executive DirectorMalaysian, Age 53

JOINED THE BOARD• 23 June 2005

EDUCATION/QUALIFICATION• First class honours degree in Economics from the

London School of Economics and Political Science• Member of the Institute of Chartered Accountants

in England and Wales• Member of the Malaysian Institute of Accountants• Fellow of the Malaysian Institute of Banks

EXPERIENCE/PREVIOUS CAREER APPOINTMENTS• Appointed by the Government of Malaysia in 1998

to set-up and head Danaharta, the national asset management company and subsequently became its Chairman until 2003

• Chairman of the Corporate Debt Restructuring Committee (CDRC) which was set-up by Bank Negara Malaysia to mediate and assist in the debt restructuring of viable companies until its closure in 2002

• Investment banking with Amanah Merchant Bank• Finance with the Island & Peninsular Group• Auditing with KPMG in London

OTHER OFFICES/MEMBERSHIPS• Chairman of the Motorsports Association of Malaysia• Chairman of Sepang International Circuit• Member of Capital Market Advisory Group, Securities

Commission• Member of the Special Economic Committee of the

Prime Minister’s Department

PUBLIC COMPANIES DIRECTORSHIPS• Chairman of Ranhill Holdings Berhad• Director of Khazanah Nasional Berhad• Director of Ekuiti Nasional Berhad• Director of AIA Group Limited

NUMBER OF BOARD MEETINGS ATTENDED IN THE FINANCIAL YEAR• All the six (6) meetings

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BOARD OF DIRECTORS' PROFILES

13

TAN SRI NIK MOHAMEDBIN NIK YAACOBIndependent Non-Executive Director Chairman of the Remuneration Committee Member of the Audit Committee Member of the Nominating Committee Malaysian, Age 68

JOINED THE BOARD• 14 July 2005

EDUCATION/QUALIFICATION• Diploma in Mechanical Engineering• B.E. (Hons) Degree from Monash University• Master in Business Management from the Asian

Institute of Management• Advanced Management Programme at Harvard

University

EXPERIENCE/PREVIOUS CAREER APPOINTMENTS• Served as the Group Chief Executive of Sime Darby

Berhad and on the Boards of the Sime Darby group of companies from 1993 until his retirement in June 2004

• Previously the Chairman of the Advisory Council of National Science Centre and Chairman of the Board of UiTM

• Served as a member of the INSEAD East Asian Council, National Council for Scientific Research and Development, Coordinating Council for the Public-Private Sectors in the Agricultural Sector, National Coordinating Committee on Emerging Multilateral Trade Issues and the Industrial Coordinating Council

• Previously a representative for Malaysia in the Apec Business Advisory Council and the Asia-Europe Business Forum

OTHER OFFICE• Executive Director of Yayasan Kepimpinan Perdana

(Perdana Leadership Foundation)

PUBLIC COMPANIES DIRECTORSHIPS• Director of Scomi Group Berhad• Director of Scomi Energy Services Berhad• Director of Guocoland (Malaysia) Berhad

NUMBER OF BOARD MEETINGS ATTENDED IN THE FINANCIAL YEAR• All the six (6) meetings

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BOARD OF DIRECTORS' PROFILES

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DATO’ ROBERTTEO KENG TUANIndependent Non-Executive DirectorMember of the Audit CommitteeMember of the Nominating CommitteeMember of the Remuneration CommitteeMalaysian, Age 67

JOINED THE BOARD• 8 April 2004

EDUCATION/QUALIFICATION• Chartered Accountant • Member of the Malaysian Institute of Accountants • Fellow of the Institute of Chartered Accountants in

England and Wales• Member of the Malaysian Institute of Certified

Public Accountants (MICPA)• Associate of the Institute of Taxation, England (IOT)

EXPERIENCE/PREVIOUS CAREER APPOINTMENTS• Presently the Managing Partner of RSM Malaysia,

a professional public accounting firm, which is a member of RSM International with its executive office located in London, England

• Approximately forty (40) years experience in taxation matters, specialised in corporate tax consultancy work in addition to audit and financial matters

• Undertaken Special Administrator appointments by Pengurusan Danaharta Nasional Berhad for certain public listed companies

• Involved in the restructuring of corporations including some of which are listed on the Bursa Malaysia Securities Berhad

• Served as a Director on the Board of Kejora Harta Bhd. from 2004 until its delisting in 2006

OTHER OFFICES/MEMBERSHIP• President of Malaysian-German Chamber of

Commerce & Industry• Vice Chairman of Malaysia Australia Business Council• Council Member of Tan Sri Tan Foundation

PUBLIC COMPANY DIRECTORSHIP• Director of Malaysia Smelting Corporation Berhad

NUMBER OF BOARD MEETINGS ATTENDED IN THE FINANCIAL YEAR• All the six (6) meetings

BOARD OFDIRECTORS'PROFILES (CONT'D)

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BOARD OF DIRECTORS' PROFILES

15

LEE SIEW CHOONGIndependent Non-Executive DirectorChairman of the Audit CommitteeChairman of the Nominating CommitteeMalaysian, Age 75

CHIN JIT PYNGNon-Independent Non-Executive DirectorMember of the Remuneration CommitteeMalaysian, Age 61

JOINED THE BOARD• 28 March 2001

EDUCATION/QUALIFICATION• Bachelor of Science Degree majoring in Computer

Studies from Brighton Polytechnic, U.K.

EXPERIENCE/PREVIOUS CAREERAPPOINTMENTS• Presently the Founder/Advisor of Silverlake Innovation

Partners Sdn. Bhd.• Professionally engaged with IBM for more than

thirteen (13) years and responsible for a number of strategic project implementations, including projects for the national telecommunications company as

well as the biggest commercial bank in Malaysia gaining specifically, in-depth knowledge of electronic banking services and branch automation and generally, knowledge on the banking and finance applications software sector

PUBLIC COMPANY DIRECTORSHIP• Director of PanGlobal Berhad

NUMBER OF BOARD MEETINGSATTENDED IN THE FINANCIAL YEAR• All the six (6) meetings

JOINED THE BOARD• 23 June 2005

EDUCATION/QUALIFICATION• Bachelor of Laws (Honours) Degree from Singapore• Called to the Malaysian Bar in 1968

EXPERIENCE/PREVIOUS CAREER APPOINTMENTS• From 1968 until 1984, practiced law under the name

of Ariffin & Ooi, subsequently Rashid & Lee and finally in 2003 as Shahrizat Rashid & Lee till 2016

PUBLIC COMPANIES DIRECTORSHIPS• Director of KAF Trustee Berhad• Director of KAF Investment Bank Berhad

NUMBER OF BOARD MEETINGSATTENDED IN THE FINANCIAL YEAR• All the six (6) meetings

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Notes:-None of the Directors of the Company has any family relationship with any Director and/or Major Shareholder of the Company, nor any conflict of interest with the Company. They have not been convicted of any offences within the past five (5) years other than traffic offences, if any.

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ILLUMINATING THE CITY WITH EXCLUSIVITY

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Scan here to know more about Star Residences

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CHAIRMAN’S STATEMENT

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BEING RESILIENT AND ADAPTABLE

A lot has been said about the diffi cult economic conditions aff ecting property developers and being primarily in the higher end of the segment, Symphony Life Berhad (“SymLife”) have had its share of trials and tribulations. The Group has had to be very focused in executing our strategies for the year, and even though we are by no means out of the woods yet, the Group’s resilience and adaptability have resulted in a better set of numbers and a signifi cant improvement over the previous fi nancial year.

CHAIRMAN’SSTATEMENT

UNION SUITES

AZMAN YAHYAExecutive Chairman

GROSS SALES VALUE

RM413MILLION

THE GROUP’S RESILIENCE AND ADAPTABILITY HAVE RESULTED IN A BETTER SET OF NUMBERS

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CHAIRMAN’S STATEMENT

19

At the beginning of the year, the Group was faced with a daunting task of selling all its remaining unsold inventories which reached a high of more than RM200 million in value, to complete its ongoing projects within the agreed timeframe and to launch the new projects into a soft market. All three tasks involved signifi cant cash resources and we are happy to report that with astute cash management and support from our bankers, we have been able to achieve them. We managed to reduce unsold inventories by half by the end of the fi nancial year, our existing projects have all proceeded well with minimal delays, if any, and we have also managed to launch our long awaited project in Bandar Sunway.

Arguably, the biggest highlight of the year for us was registering a record unbilled sales of just under RM1 billion, which will provide earnings clarity to the group over the next 3 years.

OTHER HIGHLIGHTS OF THE YEAR

Despite the diffi cult market conditions, there were several other notable achievements that we are proud to highlight.

(1) The Group achieved actual Gross Sales Value of RM413 million which is commendable in the current property market.

(2) The Group managed to sell RM75 million worth of the higher priced products at Tijani Ukay, Ampang and Desiran Bayu, Sri Rampai projects through a more concerted and targeted eff ort using various innovative off ers.

(3) The Group also utilised its good relationship with the banks to buy back and refi nance all the RM150 million outstanding Islamic Medium Term Notes (sukuk) issued to date. This exercise allowed the Group to save future costs of about RM1.5 million while releasing the security made up of land and cash for immediate use.

CHALLENGES FACED

Without a doubt, our biggest challenge was our purchasers’ ability to secure fi nancing for their purchases. Purchasers have had their applications turned down so many times that many are now unwilling to sign the sale and purchase agreements before securing a loan. This challenge will continue to be faced by potential buyers in the near future unless there is some form of relaxation by the lenders.

We also faced many delays in getting the approvals for our projects from the relevant authorities. Although some of these delays can be a blessing due to the present soft market conditions, they may also deprive us of capitalising on certain opportunities when they do come. We are therefore engaging more with the authorities to ensure that these delays are addressed and mitigated and that future developments will not be hampered.

China’s control on capital outfl ows out of China has aff ected many developers who has targeted the China market as their prime source of sales. To a certain extent, this is also true for Star Residences, our RM2.8 billion joint venture project in the KLCC area. However, our marketing team has done a remarkable job in continually bringing in sales from China, Taiwan and Korea through strategic tie-ups with various local agents and direct sales eff orts in these countries.

UNION SUITES

ELEVIA RESIDENCES

UNION SUITES

THE GROUP SOLD

RM75 MILLION WORTH OF HIGHER PRICED PRODUCTS

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CHAIRMAN’SSTATEMENT (CONT'D)

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CHAIRMAN’S STATEMENT

CORPORATE SOCIAL RESPONSIBILITY

The Group had another busy year in terms of Corporate Social Responsibility (“CSR”) related activities which included fi nancial contributions, fundraising, material donations, event sponsorship and training. Many of these initiatives were run either through the SymLife Sports Club or through specifi c training programmes by our training department. A detailed statement of all our CSR initiatives can be found on pages 36 to 39 of this Annual Report.

WHAT THE FUTURE HOLDS

It is diffi cult to see when the property market will rebound but we expect the current subdued market to remain muted for the next 12 to 24 months with little signs of recovery. During the fi nancial year, the Ringgit also fell dramatically against the US Dollar to a low of RM4.50. Ringgit has recently trended upwards but is still far away from the heady days before 2016. The fall in Ringgit has a dual impact on our business as how it moves in the current fi nancial year will have an impact on our costs and revenues. While we have locked in our construction costs for existing projects, our future launches will still be subject to prevailing prices and will determine the margins we can make on a project. However, a weaker Ringgit makes our products cheaper for overseas buyers and we hope this will have a positive eff ect on our future sales.

We are also closely monitoring what our peers and competitors do to mitigate the high loan rejection rates by the banks. Larger developers with stronger balance sheets are able to off er some form of fi nancing to their customers but for mid-sized developers like us, the options are often limited. Therefore, innovative sales methods and promotions play a big role for us to win customers. Tailoring our future launches to specifi c needs of our targeted customers like Union Suites, Bandar Sunway, is also an exercise we have embarked on and we hope to launch more of these types of developments in the future.

THE WHARF RESIDENCE20

TIJANI RAJA DEWA

WE ARE INNOVATING OUR PRODUCTS TO MAKE THEM MORE AFFORDABLE

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CHAIRMAN’S STATEMENT

The current buzzword for property development now is aff ordable housing and many large property developers have shifted their focus towards this segment of the market. While we are operating in a predominantly higher end market, we are innovating our products to make them more aff ordable. We are also accelerating our lower and mid range projects in Bandar Amanjaya, Sungai Petani.

A WORD OF APPRECIATION

As always, I would like to record my deep appreciation to the Board of Directors whom, under the various functions and roles, has served and guided the Group in terms of corporate strategies, governance and risk. The Audit Committee has played an exceptional role, not only in its traditional function of checks and balances, but also as an invaluable resource centre from where the management can count on intellectual and professional advice on the many issues faced by the Group.

I also extend my appreciation to all staff of the Group whose dedication and perseverance has helped us improve our performance signifi cantly from the previous year, despite the tough market conditions. I am committed to providing the staff with the most conducive working environment and competitive packages to ensure that the best are recruited in line with our aspiration of making SymLife the “Employer of Choice”.

Finally, to the shareholders of SymLife, we maintain our resolve to reward shareholders in good and challenging times. Given the better set of results we achieved in FY2017, we have proposed a higher dividend for your approval. I believe and hope that our eff orts in streamlining and building a solid foundation for the Group will allow us to manage the challenging few years and prosper in the long-run.

Until next year, I humbly remain….

AZMAN YAHYAExecutive Chairman

TWY WATER VILLAS

STAR RESIDENCES

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TIJANI RAJA DEWA

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REVIEW OF FY2017

For FY2017, the Group saw revenues increase by more than 60% to RM232.7 million from RM144.3 million in FY2016. This increase was mainly due to the higher income recognition from ongoing projects which has high take-up rates, namely TWY@Mont Kiara and Elevia Residences, and from the sale of completed inventories.

Profi t Before Tax (“PBT”) increased by 93% to RM33.9 million from RM17.6 million previously, contributed mainly from our joint venture company Alpine Return Sdn. Bhd., the developer of Star Residences.

Profi t After Tax increased by 175% to RM30.3 million from RM11.0 million previously, giving an earnings-per-share of 11.3 sen.

Cash and bank balances decreased by half to RM44.7 million due mainly to the utilisation of our cash deposit in the Islamic Medium Term Notes (sukuk) sinking fund account to redeem the sukuk as part of the refi nancing exercise.

Shareholders’ equity, however, increased to RM610.0 million from RM583.9 million at the beginning of the fi nancial year. Net Tangible Assets (“NTA”) per share increased by RM0.09 to RM2.16.

GROUP REVENUE INCREASED BYMORE THAN

60%PROFIT AFTER TAXINCREASED BY

175%

MANAGEMENTREVIEW

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MANAGEMENT REVIEW

TWY@MONT KIARA

STAR RESIDENCES

22

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MANAGEMENT REVIEW

PROJECTS REVIEW

Tijani Ukay, Ampang, Selangor

This low-density project in Ampang remains the biggest contributor to the Group’s revenue in FY2017. Sales have picked up due to greater eff orts by our sales team to make the product more accessible to our buyers such as our “rent-to-buy” scheme, which has proven to be quite popular, resulting in an increase in revenue to RM59.3 million from RM25.3 million previously.

Our emphasis for this year will be to sell off all remaining inventories by off ering more easy-ownership schemes for our potential buyers.

Star Residences, KLCC, Kuala Lumpur

Star Residences in the KLCC area is a 50:50 joint venture development with UM Land Berhad with an expected GDV of RM2.8 billion consisting 3 towers of luxury apartments; namely Residential Tower 1 (“RT1”), Residential Tower 2 (“RT2”), Residential Tower 3 (“RT3”) and 5 blocks of signature retail spaces.

RT1 has seen a take-up of more than 95% and RT2 has sales and bookings of about 80%. Star Residences also signed a management agreement with The Ascott Group, one of the world’s biggest service apartment operator to manage a minimum of 250 units in RT3, which will be named the Ascott Star Residences. We expect the demand for units in this tower to be high due to this association with Ascott when we launch RT3 in the third quarter of 2017.

The sales in the Signature Retail is about 60% and this is expected to pick-up with the expected signing of major international names as key tenants. The project team has engaged professional retail consultants to manage this component of the development.

For FY2017, this project was the highest contributor to the Group’s earnings by way of our share in the jointly-controlled company, Alpine Return Sdn. Bhd. Our share of the PBT in FY2017 was RM20.9 million as compared to RM3.4 million in FY2016.

TWY@Mont Kiara, Kuala Lumpur

TWY@Mont Kiara is the fi rst phase of our project in the Mont Kiara area of Kuala Lumpur comprising 484 units of furnished all-duplex condominiums. The GDV for this project is about RM430.0 million and sales to date has been excellent with a take-up rate of more than 95%.

TWY@Mont Kiara is the second biggest contribution to revenue with RM45.1 million from RM25.2 million for the previous year. We expect TWY@Mont Kiara to remain as one of the major revenue and profi t contributors to the Group in the coming years.

Phase 2 of this Mont Kiara development has recently been approved for development. However, we have decided to relook into the type of off erings to be developed at this site, taking into account the prevailing market conditions.

TWY@MONT KIARA

TIJANI UKAY

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NET TANGIBLE ASSETS PER SHARE INCREASED TO

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Taman Tasik Prima (“TTP”), Puchong, Selangor

TTP is at the tail end of its development life with the completion of Tower 28 of The Wharf Residence. The take-up of the penultimate phase Elevia Residences with a Gross Development Value (“GDV”) of RM130.0 million consisting 34 units of 2 ½ storey villas and 128 units of condominiums has been encouraging, with a total take-up rate of more than 70%.

We obtained the approval for the construction of the planned fi nal phase of The Wharf development i.e. The Wharf Mall and the last SOHO tower but this approval was given with certain strict conditions which will aff ect the commencement of work for this phase. We are still negotiating with the local authorities to waive or defer these conditions and hope some compromise will be achieved soon. Nevertheless, we expect some delay in the construction of this fi nal phase of our TTP development.

TTP recorded almost a doubling in revenue due to the advanced stage of completion of Elevia Residences to RM42.1 million from RM21.9 million previously.

Bandar Amanjaya, Sg. Petani, Kedah

Bandar Amanjaya, our 1,500-acre township in Sungai Petani, came in with a strong contribution this fi nancial year, anchored by the development of 417 units of single storey terrace houses with a GDV of about RM70.0 million.

For FY2017, the project registered a more than trebling of revenue to RM41.1 million from RM9.9 million in FY2016.

Amanjaya will be the focus of our aff ordable homes development due to the available landbank and the expected demand from civil servants in and around the Sungai Petani, northern Penang area for aff ordable homes.

Desiran Bayu, Sri Rampai, Kuala Lumpur

Desiran Bayu is our fi rst Build-Then-Sell (“BTS”) project comprising 70 units of superlink terrace houses in the Sri Rampai area of Kuala Lumpur, with a GDV of about RM110.0 million. The project has been completed and more than 90% of our units have been taken-up.

MANAGEMENTREVIEW (CONT'D)

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MANAGEMENT REVIEW

TIJANI RAJA DEWA

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For FY2017, the project registered a slight decrease in revenue to RM15.9 million from RM17.0 million previously. We expect the remaining 3 units to be sold in the next fi nancial year.

Tijani Raja Dewa, Kota Bharu, Kelantan

Tijani Raja Dewa, the fi rst phase of our joint venture project in Kota Bharu, was launched in April 2015 and consists of 150 units of condominiums, 29 units of super-link terrace houses and 26 units of semi-detached houses with an estimated GDV of RM180.0 million.

Sales have slowed down after the initial rush by the mostly local buyers. Surprisingly, the sales of the more expensive semi-detached units were more encouraging than the relatively cheaper condominium units. Overall sales have reached 40% while construction is ongoing. We expect sales to pick-up once the superstructure is more visible. The sales and marketing team is looking at a more diverse target audience to sell this project.

For the FY2017, the project registered a signifi cantly higher revenue of RM13.4 million from RM4.0 million previously.

OTHERS PROJECTS

Our two other tail-end projects namely Arata, Bukit Tunku and Lavender Heights, Senawang contributed RM6.2 million in combined revenue.

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MANAGEMENT REVIEW

OTHERS

The remaining businesses in the Group namely The Langkawi Fair Shopping Mall and tribute income from our quarry registered a stable revenue of RM8.5 million.

NEW LAUNCH

We launched our latest project Union Suites, Bandar Sunway in April 2017 and sales and bookings have been very encouraging with about 200 bookings in the fi rst month.

This development is on a 2.6-acre piece of land, adjacent to the Sunway South Quay development, comprising 626 units of mainly small fully furnished apartments targeted for students, parents of students and investors due to its proximity to several established universities and medical centres in the Sunway vicinity. The estimated GDV is about RM430.0 million.

PROJECT PIPELINE

We have several projects that are still in various stages of approvals from the various authorities. We have also taken the opportunity of a slow market to replan some of these projects to better suit our target customers.

(1) Subang Airport Road, Subang, Selangor

This project is a joint venture arising from the purchase of a 3.2-acre piece of land from Kwasaland by the landowner and is part of the huge RRI land development. The concept will be a mixed development with retail and residential components that is expected to do well due to its visibility along Jalan Lapangan Terbang Subang with an estimated GDV of about RM200.0 million.

(2) Mont Kiara 2, Kuala Lumpur

This project is the second phase of TWY@Mont Kiara which sits on a 2.2-acre piece of land located across Jalan Segambut from TWY@Mont Kiara. The concept will be diff erent from TWY@Mont Kiara but will continue to include innovative features that would diff erentiate our product in a very mature location. The estimated GDV is about RM400.0 million.

(3) Section U10, Shah Alam, Selangor

This joint venture project is located within a rapidly growing corridor along the Shah Alam-Batu Arang highway with notable developments such as Sunway Alam Suria, Cahaya SPK and Nusa Rhu in its immediate vicinity. The 25-acre development will be purely residential consisting of approximately 300 units of townhouses and apartments with an estimated GDV of about RM150.0 million.

(4) Signal Hill, Kota Kinabalu, Sabah

This project is our maiden foray into Sabah in the sought after location of Signal Hill. We have received the necessary approvals but we have now reworked the whole planning and ready to submit the amended plans to the local authorities soon to meet current market demands. We target this project to be launched in the next fi nancial year.

This project sits on a 10-acre piece of land with an estimated GDV of RM450.0 million consisting 2 tower blocks of luxury condominiums and 3-storey landed luxury villas.

SIGNAL HILL

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TRANQUIL SANCTUARY IN THE HEART OF THE CITY

Scan here to know more about Tijani Raja Dewa

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KEY SENIORMANAGEMENT

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KEY SENIOR MANAGEMENT

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HAZURIN HARUNChief Financial Officer

MICHAEL BUChief Operating Officer, Project

TAN SRI AZMAN YAHYAExecutive Chairman

STEWART TEWChief Operating Officer

Aged 58, Mr. Michael graduated with a Bachelor of Science in Civil Engineering from Louisiana State University, USA. Before joining the Group in 2013, Mr. Michael served as Chief Operating Officer of Engineering & Construction at Malaysian Resources Corporation Berhad (MRCB). Prior to that, he was the Senior General Manager of Property at Putrajaya Perdana Bhd. He has more than 30 years of experience in construction and development projects. Mr. Michael is also a Green Building Index (GBI) accredited facilitator. His involvement in development covers overall conceptualisation, sales, administration and completion of large mixed development projects as well as management and maintenance of residential and commercial buildings. His current portfolio includes project planning, development and implementation, contract management as well as managing and administering projects undertaken by the Group. Mr. Michael does not hold any directorship in public companies and public listed companies. He does not have any family relationship with any Director and/or Major Shareholder of the Company, nor any conflict of interest with the Company. He has not been convicted of any offences within the past five (5) years other than traffic offences, if any.

> > >

Aged 50, Mr. Stewart graduated with a Bachelor in Civil Engineering from Universiti Putra Malaysia (UPM). He was a past winner of the Institute of Engineers Malaysia Gold Medal Award. He brings with him 26 years of working experience in property development. Prior to joining the Group, Mr. Stewart was attached to Guocoland (M) Sdn. Bhd. for 17 years where he was involved in senior management’s role in project development and sales & marketing. He subsequently joined WCT Land Sdn. Bhd. as General Manager, Marketing & Sales. He joined the Group in 2013 and presently oversees the Group’s Sales & Marketing and Customer Relationship Management departments. He is the Director of Kejora Harta Bhd. He does not have any family relationship with any Director and/or Major Shareholder of the Company, nor any conflict of interest with the Company. He has not been convicted of any offences within the past five (5) years other than traffic offences, if any.

Aged 47, En. Hazurin graduated with a Bachelor of Arts (Honours) in Accounting from Sheffield Hallam University in 1994 and completed his Association of Chartered Certified Accountants (ACCA) examinations in 1995. He started his career as an auditor in Pricewaterhouse Coopers in 1996 and subsequently joined Pengurusan Danaharta Nasional Berhad in 1999 as an Operations Executive. In 2005, he joined Pembinaan BLT Sdn. Bhd., a company owned by the Minister of Finance Inc. as Financial Controller. He then joined the Group in 2006 as Chief Financial Officer. En. Hazurin is a Fellow of ACCA and a member of the Malaysian Institute of Accountants. He is the Director of Kejora Harta Bhd. He does not have any family relationship with any Director and/or Major Shareholder of the Company, nor any conflict of interest with the Company. He has not been convicted of any offences within the past five (5) years other than traffic offences, if any.

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MANAGEMENT

MANAGEMENT

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TOMY GOHDirector, Human Resources & Administration

FROM LEFT TO RIGHT

AZLINA OZAIRDirector, Corporate Services

YONG YUET LANGeneral Manager, Commercial

KOAY BENG HOCKFinancial Controller

CHOW THAI HINGGeneral Manager, Project

PAMELA TANGeneral Manager, Sales Admin & Customer Relationship Management

JOSEPHINE LIMCompany Secretary

ANGELA ONGGeneral Manager, Sales and Marketing

EDDIE LOHManager, Internal Audit

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CORPORATE INFORMATION

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CORPORATE INFORMATION

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BOARD OF DIRECTORSTAN SRI MOHAMED AZMAN BIN YAHYANon-IndependentExecutive Chairman

TAN SRI NIK MOHAMED BIN NIK YAACOBIndependent Non-Executive Director

DATO’ ROBERT TEO KENG TUANIndependent Non-Executive Director

CHIN JIT PYNGNon-Independent Non-Executive Director

LEE SIEW CHOONGIndependent Non-Executive Director

AUDIT COMMITTEELEE SIEW CHOONGChairman

TAN SRI NIK MOHAMED BIN NIK YAACOB

DATO’ ROBERT TEO KENG TUAN

SECRETARIESLIM SENG YON(MAICSA 0815774)ALAN CHAN CHEE MING(LS 0009838)

AUDITORSMessrs. Ernst & Young(AF No.: 0039)Chartered AccountantsLevel 23A, Menara MileniumJalan DamanlelaPusat Bandar Damansara50490 Kuala LumpurTel : (03) 7495 8000Fax : (03) 2095 5332

SHARE REGISTRARSymphony Share Registrars Sdn. Bhd. (378993-D)Level 6, Symphony HousePusat Dagangan Dana 1Jalan PJU 1A/4647301 Petaling JayaSelangor Darul EhsanTel : (03) 7849 0777Fax : (03) 7841 8151/8152

PRINCIPAL BANKERSAffi n Bank BerhadBank Islam Malaysia BerhadOCBC Bank (Malaysia) BerhadPublic Bank Berhad

REGISTERED OFFICELevel 9, Symphony HouseDana 1 Commercial CentreJalan PJU 1A/4647301 Petaling JayaSelangor Darul EhsanTel : (03) 7844 6888Fax : (03) 7844 6868

BUSINESS ADDRESSLevel 9, Symphony HouseDana 1 Commercial CentreJalan PJU 1A/4647301 Petaling JayaSelangor Darul EhsanTel : (03) 7844 6888Fax : (03) 7844 6868Website : www.symphonylife.my

STOCK EXCHANGE LISTINGMain Market of Bursa Malaysia Securities BerhadStock Code : SYMLIFEStock No. : 1538

ELEVIA RESIDENCES

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GROUPCORPORATE STRUCTUREPRINCIPAL SUBSIDIARIES AND JOINTLY CONTROLLED ENTITIESAS AT 31 MARCH 2017

GROUP CORPORATE STRUCTURE

31

PROPERTY DEVELOPMENT AND INVESTMENT

Brilliant Armada Sdn. Bhd. Dexview Sdn. Bhd. GLM Property Development Sdn. Bhd. Keat Ann Realty Sdn. Bhd. Kejora Harta Bhd. Kejora Harta Development Sdn. Bhd. Kejora Harta Properties Sdn. Bhd. Ketapang Realty Sdn. Bhd. Langkawi Fair Sdn. Bhd. Midah Istimewa Sdn. Bhd. Midah Jaya Realty Sdn. Bhd. Prestige Capital Sdn. Bhd. Prima Nova Harta Development Sdn. Bhd. Prima Panorama (M) Sdn. Bhd. Senawang Mewah Sdn. Bhd. Symphony Union Suites Sdn. Bhd.

(formerly known as Symphony Crescent Sdn. Bhd.)

Tijani (Bukit Tunku) Sdn. Bhd. TWY Development Sdn. Bhd. Vistayu Sdn. Bhd. Vital Capacity Sdn. Bhd. 51G Development Sdn. Bhd. Alpine Return Sdn. Bhd. Alpine Land Sdn. Bhd. Jakel Land Sdn. Bhd.

QUARRYING AND CONSTRUCTION

Kenneison Brothers Construction Sdn. Bhd.

PROPERTY MANAGEMENT

Goldenprop Management Sdn. Bhd. Symphony Sales and Marketing Sdn. Bhd. Symphony Assets Management Sdn. Bhd. Symphony Projects Management Sdn. Bhd.

INVESTMENT HOLDINGS

Symphony Estates Sdn. Bhd. Cahadinar Sdn. Bhd. Kenneison Brothers Sdn. Bhd. Majestic Focus Sdn. Bhd.

TWY@MONT KIARA

51%

50% + 1 SHARE

100%

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75%

51%

50% + 1 SHARE

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SYMPHONY LIFE BERHAD

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FIVE-YEARFINANCIALPERFORMANCE

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FIVE-YEAR FINANCIAL PERFORMANCE

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2017 2016 2015 2014 2013 RM'000 RM'000 RM'000 RM'000 RM'000

Revenue 232,690 144,279 286,121 392,358 408,073Profit before tax 33,911 17,581 54,550 65,559 111,118Profit after taxation attributable to shareholders of the company 31,822 13,194 43,910 52,340 87,478Total assets 1,193,065 1,135,355 1,125,712 1,091,011 1,058,625Shareholders' funds 609,573 583,906 584,827 549,789 498,076Paid-up capital 310,000 310,000 310,000 310,000 310,000Earnings per share (sen) 11.28 4.68 15.57 19.03 32.95Gross dividend per share (sen)- Final 3.00 2.00 5.00 4.00 8.75 [1]

Net dividend proposed/paid 9,288 5,640 14,098 11,282 17,924 [2]

Return on shareholders' funds (%) 5.22 2.26 7.51 9.52 17.56Dividend cover 3.43 2.34 3.11 4.64 4.88Net assets per share (RM) 2.16 2.07 2.07 1.95 1.85

[1] Based on the final dividend of 3 sen and dividend-in-specie of 1 treasury share for every 20 SymLife shares (closing share price of the Company as at 31 July 2013 was RM1.15)

[2] Based on the final dividend of 3 sen (less 25% taxation) amounted to approximately RM6.045 million and the dividend-in-specie amounted to approximately RM11.879 million.

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REVENUERM'000

PROFIT BEFORE TAXRM'000

TOTALASSETSRM'000

NET ASSETS PER SHARERM

UNION SUITES

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INSPIRING HEARTSAND ENLIVENING DREAMS

Scan here to know more about TWY Duplex Condos

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STATEMENT ON CORPORATE SOCIAL RESPONSIBILITYFOR THE FINANCIAL YEAR ENDED 31 MARCH 2017

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STATEMENT ON CORPORATE SOCIAL RESPONSIBILITY

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SYMPHONY LIFE BERHAD (“SYMLIFE”) HAS BEEN AROUND FOR OVER 50 YEARS AND IN THAT TIME, WE HAVE BEEN COMPASSIONATE IN OUR DEALINGS WITH THE HUMAN AND ENVIRONMENTAL ASPECTS OF THINGS.

In line with the core values embodied in our corporate culture, our staff are committed towards working for the betterment of the society and the environment. Our varied meaningful Corporate Social Responsibility (“CSR”) engagements are proof of this. With wide experience gained over the years, we will undoubtedly continue our eff orts in making a diff erence to the lives of the people, who work at SymLife, as well as to our beloved community.

SymLife maintained the four (4) Core Initiatives covering Human Capital Development, People Welfare, Communication and Engagement and Community Service for the Financial Year ended 31 March 2017.

HUMAN CAPITAL DEVELOPMENTTraining and Development – Strengthening The Organisation

At SymLife, employees are our assets and we recognise employees’ need for continual development in order to remain relevant, grow in their roles and be eff ective in a rapidly changing and demanding environment. In order to achieve this, we have ensured that training and development opportunities are accessible to everyone.

In addition to that, to encourage employees to attend training, training and development requirements are included as one of their Key Performance Index (KPI) and forms part of each employee’s Balanced Scorecard. Besides catering and conducting training programmes based on the required competencies stated in the Corporate Scorecard, employees are also given the discretion to select programmes that they wish to attend to further enhance the competency which they think they require.

For FY2017, SymLife invested approximately RM100,000 on developing comprehensive training courses for all job levels to further enhance the skill sets and knowledge of the staff . These programmes range from job-related technical training to soft skills, leadership, management and administrative courses.

A total of 53 internal and external courses were organised by SymLife encompassing both functional training as well as soft skills training as we continue to progress in becoming a learning organisation.

New Hire Orientation ProgrammeSymLife’s New Hire Orientation Programme gives our new employees a one and a half day experience of getting to know the organisation they work for and help them understand what they should expect from the organisation. This programme gives them a general overview of the Group’s Vision, Mission and Core Values as well as the Group’s aspirations, its corporate culture and who makes up the organisation.

Employee Appreciation AwardsSymLife recognises that any accomplishments it achieves are due in part to the hard work and dedication of its employees. During the year under review, Long Service Awards were given to its employees during the SymLife Sports Club’s Appreciation Dinner to recognise the value of loyal and dedicated long-serving employees. Awards were given to employees who have served the company for 5, 10 and 20 years.

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STATEMENT ON CORPORATE SOCIAL RESPONSIBILITY

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WORKFORCE WELL -BEINGIn an eff ort to promote a fun, healthy and conducive working environment, SymLife Sports Club (“SSC”) and Symphony Life Safety and Health Committee (“SLSHC”) carried out a range of interactive activities for the members to engage with one another, as well as raise awareness on community matters. For the fi nancial year ended 31 March 2017, below were the activities that were organised:

Health Screening ProgrammeOn 28 September 2016, a health screening session was held for employees and the public at Ground Floor, Symphony House. This annual event which was jointly organised with the National Kidney Foundation (NKF) has been receiving good turnouts since its introduction three years ago. The purpose of the programme is to encourage early detection and prevention of kidney diseases. This invaluable service conveniently provides an avenue to the employees and the general public to assess their health condition and help to raise awareness on the importance of healthy lifestyle.

Staff Team BuildingThis year, about 60 participants made an exciting trip to Port Dickson for a team building programme. Held on 11-12 March 2017, this weekend retreat was fi lled with fun team building activities, which included indoor and outdoor games, that were aimed to enhance the team spirit and develop a stronger relationship amongst the staff .

Blood Donation CampaignSLSHC in collaboration with Pusat Darah Negara (PDN) carried out its yearly blood donation on 3 June 2016 at Ground Floor, Symphony House. This campaign was organised to create awareness of the need for regular blood donations to ensure quality, safety and availability of blood and blood products for patients in need.

The event received overwhelming response from individuals who were determined to do a good cause and help save lives. Our heartfelt appreciation to the blood donors who waited patiently for their turns, and not forgetting the medical team, who handled the blood transfusion process seamlessly. It was a successful event as we managed to collect about hundred blood bags at the end of the day.

Appreciation Dinner SSC had organised an appreciation dinner to mark the end of its 2016/2017 term. Besides awarding all winning teams who participated in SSC’s games competition, the Employee Appreciation Awards were also presented to recognise the staff that excelled and served the company for 5, 10 and 20 years.

COMMUNICATIONEmployee Engagement SurveyThe Employee Engagement Survey is conducted on a yearly basis to gauge the engagement level of employees at SymLife. It explores the relationship between organisational practices, communication, work-life balance, leadership, work, discretionary eff ort and employee engagement. It also serves as a platform for all employees to provide important feedback to senior management on areas that are progressing well and those which require further improvement.

For the year under review, SymLife continued to perform satisfactorily with an engagement score of about 80%. The high engagement score is a refl ection of the company’s commitment to listen and address the employees’ feedbacks.

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STATEMENT ON CORPORATE SOCIAL RESPONSIBILITY (CONT'D)FOR THE FINANCIAL YEAR ENDED 31 MARCH 2017

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STATEMENT ON CORPORATE SOCIAL RESPONSIBILITY

Internal Communication ProgrammeIn an eff ort to keep the employees engaged with the latest update of the company’s news and events, initiatives such as ‘Industry Update‘ and ‘Snapshots of Events’ were introduced. These updates are shared and circulated to all the staff via email on a weekly basis.

The company’s intranet is also used as a medium to communicate and announce on any progress and updates involving the employees of the Group as well as distribute information to employees on an ‘as-needed’ basis. There is also a ‘Resource Centre’ in the company’s intranet to enable employees to access the relevant procedures of the company.

This internal communication medium is important to ensure all employees are well informed with the current development in the property market as well as the company’s latest activity with internal or external parties. It also serves as a boundless sharing platform to unite all employees across all departments and divisions and ensures that employees are all aligned with the Group’s objectives and procedures.

COMMUNITY PROGRAMMESThe SymLife Customer Relationship Management (“CRM”) team carried out several key short-and-long term CSR initiatives and awareness programmes.

Sponsorship for PUSPANITA MPKB-BRI Kota Bharu’s Charity Fundraising On 28 October 2016, SymLife contributed RM2,500 to a charity event organised by the PUSPANITA MPKB-BRI in Kota Bharu to help raise funds for their charitable causes to assist deserving communities in and around Kota Bharu. The dazzling event managed to raise a tidy sum for the ‘Tabung Biro PUSPANITA MPKB-BRI’ to be channeled to its various initiatives including, Clean Water Programmes for Villages, Basic Necessities for Orphanages and Old Folks Homes, to name a few.

Contribution of White Sticks for Visually-Impaired StudentsOn 14 November 2016, SymLife donated 180 pieces of white sticks worth RM5,000 to students at Sekolah Menengah Kebangsaan Pendidikan Khas, Setapak and Sekolah Kebangsaan Pendidikan Khas, Jalan Batu, Kuala Lumpur. The SymLife team toured both facilities and mingled with the students and teachers. The Principals of the respective schools gave a comprehensive presentation on the role of such schools, teaching-learning techniques, and challenges faced by these students. Most inspiring were the stories from the students themselves on their aspirations, achievements and hobbies.

Community Run – ‘Symphony Life That 70’s Run’ @ Taman Tasik Prima, PuchongFor the fi rst time ever, under SymLife’s Health and Wellness campaign, a community run was organised at the Taman Tasik Prima (“TTP”) Township. On 15 January 2017, over 1,000 participants from the Klang Valley and other parts of Malaysia registered for the fun run. The 70’s theme was the pulling factor for the TTP residents, expatriates as well as ardent runners. SymLife’s management and staff turned up in full force to show their support. It was refreshing to see runners of all ages in retro attire enjoying the sporting event especially at the two checkpoints, where they moved and grooved to the funky music of that era encouraged by the dancers on stage.

A few professional runners made it to the fi nish line in less than half an hour to the amazement of the cheering crowd. With the catchy music, upbeat entertainment, fabulous prizes and excellent sporting spirit, SymLife’s community run proved to be a fun and healthy outing for all. A repeat of this success is in the horizon.

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Free Health-Screening and TalkAs part of SymLife’s Health and Wellness campaign for the general public, a free health-screening counter was set-up to conduct the necessary health checks at BizWalk in Taman Tasik Prima, Puchong, where ‘Symphony Life That 70’s Run’ was taking place. The public took advantage of this rare opportunity and signed up for the basic health-screening. A talk on Arthritis, Rheumatism and related disorders was also part of the agenda to create awareness of these conditions that are known to Malaysians but not quite understood. During the workshop sessions, qualifi ed presenters from Arthritis Foundation Malaysia highlighted the signs, causes, prevention and treatment of arthritic and rheumatic disorders.

Cash Contribution to Business Unusual II Charity EventOn 18 February 2017, SymLife contributed RM5,000 to a joint fundraising event called Business Unusual II organised by The Peak Malaysia, Young President’s Organisation (YPO) and PINTAR Foundation at The Club, G Tower in Kuala Lumpur. The aim of this charitable event was to ensure the sustainability of PINTAR Foundation’s (benefi ciary of the funds raised) running its educational programmes focusing on students from rural and underperforming schools nationwide, including Sabah and Sarawak. The funds will also help in the running of the foundation. The successful event helped raise around RM249,000 (in cash and in-kind) from ticket sales, personal donations and corporate contributions.

Upgrading of Waiting Area @ Hospital Raja Perempuan Zainab II, Kota Bharu, KelantanThe upgrading works of the waiting area at the Pediatric Intensive Care Unit, aptly known as PICU at Hospital Raja Perempuan Zainab II (“HRPZ II”) in Kota Bharu was duly completed on 30 March 2017. SymLife subsidised approximately RM20,000 to the project. With the enhancement, the area can now accommodate more parents/guardians of young patients seeking medical care there. As treatments may take days, weeks and at times months, having a comfortable waiting area in the day and a resting area at night, will allow concerned relatives a safer and more comfortable wait.

SymLife’s team stumbled upon the area by chance during their visit in early 2015. They had toured the facility during the distribution of care packs to young patients, as well as presenting electrical items and furniture to the Hospital damaged by the fl oods earlier. After some fact fi nding from relevant parties, the team discovered that sprucing up the location would be absolutely benefi cial to all.

Before it was refurbished, the space was part of a corridor crammed between two old buildings sectioned off only by low brick walls and metal grilles. The area had since undergone a major transformation and it now looks rather impressive with its soothing resort-like appearance - much to the delight of the management, hospital staff and the general public. The approximately 175 square feet (29’ X 6’) area boasts a brand new ceiling and entrances dividing the male and female sections. The electric fans and aluminum-louvered screen panels allow for good ventilation.

A special handing over ceremony was organised by the management and staff of HRPZ II on 11 April 2017 to commemorate the occasion and relevant parties from HRPZ II, SymLife and members of the media attended the event.

SymLife will carry on with the pursuit of more meaningful CSR initiatives, and be a role model of a Corporate Citizen in aiding the underprivileged and in contributing towards the well-being of the society. Environmental causes will be carried out in the near future. It has been a rewarding endeavour for all involved in concluding these campaigns and we look forward to another meaningful year.

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MAY 2016• The Group showcased their

property off erings in a series of roadshows at Publika, Solaris Dutamas and Ampang Point, Kuala Lumpur.

• As part of the Customer Appreciation Programme, the Group hosted a movie screening of Captain America-Civil War for 6Ceylon owners.

• The acquisition of the leasehold land held under H.S.(D) No. 315409, P.T. No. 363 located in Pekan Penaga, District of Petaling, Selangor Darul Ehsan between Symphony Union Suites Sdn. Bhd. (f.k.a Symphony Crescent Sdn. Bhd.) and Mr. Ow Chee Cheoon and Mr. Ng Kit Heng, had been completed.

JUNE 2016• The Group participated in

an iProperty.com Expo at Mid Valley Megamall, Kuala Lumpur and a roadshow at AEON in Setiawangsa to promote their property off erings, namely Tijani Ukay and Elevia Residences.

JULY 2016• An event “Getting to Know Your

Neighbours” with a Poolside Party theme was held at Tijani Ukay, Ampang in an eff ort to promote good relationship between the residents.

• In conjunction with the Hari Raya celebrations, the Group organised Open House events at their two developments - Tijani Ukay, Ampang and Tijani Raja Dewa, Kota Bharu.

• Symphony Life on 27 July 2016 announced the fi rst and fi nal single-tier dividend of 2.0 sen per ordinary share for the fi nancial year ended 31 March 2016.

• The Joint Development on four (4) pieces of land located in Signal Hill, Kota Kinabalu via the Project Development Agreement between Brilliant Armada Sdn. Bhd. and Mobuild Sdn. Bhd. has become unconditional.

AUGUST 2016• On 31 August 2016, the Group

invited Dato’ Joey Yap, a Feng Shui Consultant to deliver an exclusive talk on ‘5 Quick Feng Shui Fixes to Create Harmony and Wealth in Your Home’ at Elevia Residences.

• Symphony Life’s 53rd Annual General Meeting was held at Holiday Inn Kuala Lumpur Glenmarie in Shah Alam on 24 August 2016. All resolutions were duly approved by the shareholders of the Company.

• The Group conducted a series of roadshows at AEON, Sunway Pyramid and participated in Wangsa Walk Exhibition to showcase their property off erings.

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SEPTEMBER 2016• A roadshow was held at Aeon

in Kota Bharu to highlight and promote Tijani Raja Dewa project.

• Four (4) wholly-owned dormant/inactive subsidiaries of SymLife namely Kenneison Properties Sdn. Bhd., Kenneison RI Sdn. Bhd., Multivenue Sdn. Bhd. and Traders Acceptances Sdn. Bhd. were wound up by way of member’s voluntary winding-up pursuant to Section 254(1)(b) of the Companies Act, 1965.

OCTOBER 2016• Dato’ Joey Yap, a Feng Shui

Consultant conducted a Feng Shui assessment with his 70 students at Tijani Ukay, Ampang. Due to the project’s unique location, Tijani Ukay was chosen as one of the assessment sites for the fi nal graduating module of the Feng Shui Series.

NOVEMBER 2016• A series of roadshow featuring

the Group’s projects i.e. TWY@Mont Kiara, Tijani Ukay and Arata were held at Publika in Solaris Dutamas.

• The Group organised a press advertisement event to showcase their limited edition of TWY’s Waterfront Villas on 26-27 November 2016.

JANUARY 2017• On 15 January 2017, over 1,000

participants took part in a community run - ‘Symphony Life That 70’s Run’ which was held at Taman Tasik Prima, Puchong. This event was part of SymLife’s Health and Wellness Campaign to promote a healthy lifestyle.

• In conjunction with the Lunar New Year festivities, the Group organised Chinese New Year Open House at Elevia Residences’ Sales Gallery on 14-15 January 2017.

FEBRUARY 2017• Union Suites’ private preview

was held at Symphony House, Ara Damansara for existing purchasers and registrants on 18-19 February 2017 and 25-26 February 2017.

MARCH 2017• The Group participated in PH

Property Expo by Property Hunter (East Malaysia’s top property site) at Sabah Trade Centre to showcase their projects in Mont Kiara (TWY) and Bandar Sunway (Union Suites).

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The Board of Directors (”the Board”) of Symphony Life Berhad (”the Company” or “SymLife”) remains fi rmly committed to upholding the highest standards of corporate governance practice throughout the Company and its group of companies (“the Group”) as a fundamental part of discharging its responsibilities to safeguard shareholders’ investment and ultimately enhance shareholders’ value and raise the performance of the Group.

In implementing its governance system and ensuring compliance with the Main Market Listing Requirements (“the MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”), the Board has been guided by the recommendations of the Malaysian Code on Corporate Governance 2012 (“the Code”).

This Corporate Governance Statement sets out the manner in which the Group has applied its corporate governance framework, in particular, the principles and recommendations of the Code during the fi nancial year ended 31 March 2017. The Board believes that it has in all material aspects complied with the principles and recommendations outlined in the Code, except otherwise stated.

A. BOARD OF DIRECTORS

Duties and responsibilities of the Board

SymLife is helmed and managed by an experienced Board with a wide range of expertise to address and manage the complexities of the Group’s operations. This broad spectrum of skills and experience ensures the Group is under the guidance of an accountable and competent Board. The Directors recognise the key roles they play in charting the strategic direction, development and control of the Group. In discharging their duties, the Board has assumed the following principal responsibilities:-

(i) Review and approve the Group’s annual corporate strategic plans that promote long term sustainability, and to monitor the implementation of these plans;

(ii) Oversee the conduct of the business and to evaluate whether the business is being properly managed; (iii) Identify principal risks aff ecting the Group’s business and ensure the implementation of appropriate

systems to monitor and manage these risks; (iv) Review the adequacy and integrity of internal control systems including systems for compliance with

applicable laws, regulations, rules, directives and guidelines; (v) Implement succession planning for business continuity; and (vi) Maintain eff ective communication with stakeholders including shareholders and general public.

Group Authority Limits

Apart from the Board’s specifi c principal responsibilities, the Board has also established authority limit guidelines. The purpose of this is to ensure that the Board and Management are clearly aware of where the limits of responsibility lie and that due consideration is given to issues at the appropriate level. Matters which are reserved for the Board’s approval as well as operational management matters and its delegation of powers to the relevant level of authority accorded to the Board Committees, the Executive Chairman and the Management are expressly set out in the Group’s Delegated Authority Limits (“DAL”) approved by the DAL”) approved by the DALBoard. This DAL ensure that the governance of the Group is in its hands.

Key matters reserved for the collective decision of the Board include, but not limited to the following:- (a) Approval of the Group’s Corporate Plan, annual operating plan and strategic direction of the Group; (b) Approval of the Quarterly Financial Statements and the Annual Director’s Report and statutory accounts; (c) Approval of any interim dividend, recommendation of the fi nal dividend and the Company’s dividend

policy; (d) Approval of the Group’s annual budget and amendments to that budget thereon; (e) Appointment or removal of the Company Secretary; (f) Recommendation to shareholders for the appointment, re-appointment or removal of the external

auditors; (g) Approval for the establishment of the Board Committees, their terms of reference (i.e. membership and

authority), reviewing their activities and, where appropriate, ratifying their decisions; (h) Major investments and fi nancial decisions; (i) Changes to the management and control structure within the Group, including key policies and

procedures and their discretionary authority limits;

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(j) Approval of any signifi cant change in the accounting policies and practices; (k) Approval of the Risk Management Policies and Procedures and Risk Management Framework for the

Group.

Board Charter

In furtherance to the Group’s DAL Policy, the Board has also formally adopted a Board Charter. The Board Charter which was established and approved by the Board on 17 November 2012, clearly sets out the roles, functions, composition, operation and processes of the Board.

The objectives of the Board Charter are to ensure that all Board members are aware of their duties and responsibilities as Board members, the various legislations and regulations aff ecting their conduct and that the highest standards of Corporate Governance are applied in all dealings by the Board Members individually and/or on behalf of the Company.

The Board Charter will be reviewed periodically to ensure that any updates on the relevant laws and regulations are duly incorporated. The Board Charter was updated and last reviewed by the Board on 24 May 2017.

The Board Charter is made available on the Company’s corporate website at www.symphonylife.my.

Gender Diversity

The Group recognises the importance of a diverse workforce and strictly adheres to the practice of non-discrimination of any form, whether based on age, gender, race, ethnicity or religion, throughout the organisation. As such, the Group supports diversity by recruiting according to skills, knowledge, experience, talents and ability rather than based on gender, race and ethnicity. This includes the selection of Board members.

The current structure of gender, ethnicity and age of the employees of the Group are as follows:-

GENDER ETHNICITY AGE Male 54.2% Malay 51.5% 20 to 29 14.6% Female 45.8% Chinese 42.7% 30 to 39 29.7% Indian 5.3% 40 to 49 29.2% Others 0.5% 50 and above 26.5%

In relation to Board diversity, the Board believes that it is not necessary to set any targets on the number of female directors but will make the necessary appointments based on merit and contribution to the overall working of the Board. The Board regards that a diverse Board is important and will take into consideration not only candidate’s background, skills, experience, gender, ethnic or race, but also whether he/she will be a right fi t into the existing Board.

In addition, the Group believes that it is of utmost importance that the Board is composed of the best-qualifi ed individuals to ensure the Company has an eff ective composition of the Board that is confi dent in its ability to discharge their duties eff ectively in the best interests of the Company and shareholders.

Succession Planning

The Board takes a signifi cant role in ensuring continuity in leadership for key management positions in the Group, particularly Chief Operating Offi cer (“COO”) and Chief Financial Offi cer (“CFO”) positions. To achieve this, the Board, with the assistance of the Nominating Committee, oversees the development of the Group’s succession plan, which involves ongoing mentoring and training of employees to equip them with the necessary skills and competence in leadership roles.

Besides this, the Board is also responsible in ensuring the orderly identifi cation and selection of new directors in the event of a vacancy at the Board level, whether such vacancy exists by reason of an anticipated retirement, an unanticipated departure, an expansion for the size of the Board, or otherwise.

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As such, in 2017, the Board had, with the assistance of the Nominating Committee and the Group Human Resources Department, developed a succession plan for Board members and Senior Management. The plan entailed amongst others, the criteria in identifying and assessing suitable successors and candidates, the process and procedures in appointing the selected candidates as well as the succession programmes in developing the identifi ed Senior Management candidates.

Senior Management

The Executive Chairman, in discharging his day-to-day management of the Company, is assisted by a team of Senior Management staff , each having an accountable and well defi ned role to carry out the various business and risk strategies, compensation and other policies in accordance to the directions as set out by the Board. The clear segregation of responsibilities amongst the Senior Management team provides a check and balance system for its day-to-day operations.

In addition, the Group’s Corporate Scorecard, comprising fi nancial and non-fi nancial measures and targets for each fi nancial year are set and approved by the Board to be achieved by the Management, led by the Executive Chairman. The remuneration framework and bonus matrices for the Group and the Management are designed to ensure that reward is measurably linked to the achievements of these targets.

The remuneration of Senior Management as well as other employees of the Company consists of fi xed and variable remuneration. Fixed remuneration refers to basic salary and other fi xed allowances which commensurate with the role and position of an individual staff , including professional experience, qualifi cations, responsibilities and job complexity.

The variable remuneration refers to discretionary bonus which is cash based. The pool for the variable remuneration is determined by fi nancial measures such as the Group’s overall performance, achievement of selected fi nancial targets, market trends and economic outlook. The awarding of the variable remuneration to individual staff is determined by the performance and contribution of individual staff and the business units or departments in terms of business achievement. Poor achievement in the fi nancial and non-fi nancial targets of the Group as well as the individual staff will result in reduction or forfeiture of the variable remuneration.

For the fi nancial year ended 31 March 2017, the total remuneration paid out to key Senior Management is as set out below:-

TYPE OF REMUNERATION NO. OF KEY SENIOR MANAGEMENT STAFF AMOUNT (RM) Fixed and Variable 4 3,515,901

Board Composition and Balance

Our Company’s Constitution under Article 82, limits the number of Board members to not more than fi fteen (15). As at the date of this Statement, the Board comprises of fi ve (5) members:-

- One (1) Executive Chairman - One (1) Non-Independent Non-Executive Director and - Three (3) Independent Non-Executive Directors (“INEDs”)

From the above, it can be seen that the Board comprises only one (1) Executive Director, and a strong presence of four (4) Non-Executive Directors, of whom three (3) i.e. more than half of the Board Members are Independent Non-Executive Directors; which is above the prescribed minimum of one-third of the membership of the Board to be Independent Board Members as stipulated in Paragraph 15.02 of the MMLR. The presence of a majority of Independent Non-Executive Directors provides eff ective check and balance in the functioning of the Board.

Despite the Chairman being an executive member of the Board, the Board’s 60% of INEDs meets the Code’s recommendation that the Board must comprise a majority of Independent Directors where the Chairman is not an Independent Director.

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In addition, whilst the Code recommends that the role of the Chairman and the CEO to be separate, the presence of independent oversight by the INEDs is suffi cient to ensure the balance of accountability and authority within the Board. Furthermore, the Chairman is ably supported and assisted by the key senior management team, comprising two COOs and the CFO of the Company, in the management of the day-to-day business operations of the Group. Besides that, the Chairman also brings with him considerable experience in the Group’s businesses and provides leadership for the Board in considering and setting the overall strategies and objectives of the Group.

Therefore, the Board is of the view that it is in the best interest of the Company to maintain the above arrangement so that the Board could have the benefi t of a Chairman who is knowledgeable about the businesses of the Group, capable of guiding discussions at Board Meetings and able to brief the Board in a timely manner on key issues and developments.

As mentioned, the role of INEDs who do not engage in the day-to-day management of the Company, is crucial in upholding the principles of good corporate governance. The current INEDs are of varied experience and technical background including from the legal and accounting fraternities and multinational stewardship at the highest levels. The breadth of experience and knowledge provides not only the necessary balance of power and authority to the Board as part of a good governance structure but also strengthens the Board with unbiased and independent views and insights, valuable advice and unwavering judgement, taking into consideration the interests of all stakeholders.

The Board has delegated specifi c responsibilities to various Board committees, including the Audit, Nominating and Remuneration Committees, which operate within their respective approved terms of reference. These committees assist the Board in making informed decisions through proper evaluations and in-depth deliberations on selected issues. However, the ultimate responsibility for the fi nal decision on all matters, lies with the Board after considering the recommendations by the committees. For the day-to-day operations of the Company to be run smoothly, the Board has also delegated some of its authority to certain levels of Management.

A brief write-up on the background of the members of the Board, as at the date of this statement, is represented from pages 12 to 15 of this Annual Report.

Board Meetings

The Board meets at least fi ve (5) times a year with additional meetings convened as and when necessary. Board Meetings for each fi nancial year are scheduled in advance to facilitate the Directors to plan ahead and fi t the Board Meetings into their respective schedules. In the intervals between Board Meetings, any matter requiring urgent Board decisions and approvals are sought through circular resolutions. These circular resolutions will then be supported with all the relevant information and explanations required for an informed decision to be made by the Board.

During the fi nancial year ended 31 March 2017, the Board met a total of six (6) times respectively. Details of the attendance of each Director at these meetings are as follows:-

DIRECTORS DESIGNATION NO OF BOARD MEETINGS ATTENDED

Tan Sri Mohamed Azman bin Yahya Executive Chairman 6 out of 6 Tan Sri Nik Mohamed bin Nik Yaacob Independent Non-Executive Director 6 out of 6 Mr. Chin Jit Pyng Non-Independent Non-Executive Director 6 out of 6 Dato’ Robert Teo Keng Tuan Independent Non-Executive Director 6 out of 6 Mr. Lee Siew Choong Independent Non-Executive Director 6 out of 6

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Directors’ commitment, resources and time allocated to the Company are evident from the attendance record, where the Directors attended all six (6) Board Meetings held during the fi nancial year ended 31 March 2017; hence complying with Paragraph 15.05 of Listing Requirements of Bursa Securities which requires none of the Directors to be absent for more than 50% of the total Board Meetings held during the fi nancial year.

To assist the Board in retaining full and eff ective control of the Company, the Board deliberates on a formal agenda and schedule of matters arising for approval or notation during these Board Meetings.

During the fi nancial year ended 31 March 2017, the Board reviewed and/or approved and considered, amongst other matters, the following:-

• Group’s strategic and business plans • Financial results and performance of the Group • Quarterly Operating Reports • Directors’ Report and the Audited Financial Statements • Annual Report Statements for inclusion in the Annual Report • Budgets, Corporate Scorecards and dividends • Related party transactions • Internal controls and key risks of the Group • Acquisition and disposal of assets or investment of the Group • The Renewal of Declaration of Solvency in respect of Implementation of Share Buy Back.

All proceedings of the Board Meetings are duly recorded in the minutes of each meeting and signed minutes of each Board Meeting are properly kept by the Company Secretaries.

Supply of Information

The Board has full and timely access to complete information pertaining to the Group’s state of aff airs, with all relevant supporting fi nancial and non-fi nancial information.

All Directors are given ample notice for each Board Meeting and are provided with the agendas and a set of Board papers that contains relevant and material information prior to each meeting so that the Board is accorded suffi cient time to appraise the proposals or information. The Board is able to seek further information and clarifi cation from the Management at all times in order to make informed decisions.

Formal agendas together with a comprehensive set of meeting papers, consisting of the minutes of the previous meeting, management reports and proposals, are forwarded to the Directors at least fi ve (5) days, or shorter period where it is unavoidable, prior to Board Meetings.

The Management conducts detailed briefi ngs at the meetings and where necessary, professional and independent opinions are also made available to the Directors either in the form of written opinions or the physical presence of the professionals, by invitation, at the meetings to fi eld queries by the Directors. This ensures that the Directors have comprehensive understanding of the issues deliberated at the meetings.

Minutes of every Board Meetings are circulated to each Director prior to the confi rmation of the minutes at the following Board Meeting. The Board also receives minutes of all sub-committee meetings so as to ensure that all Directors are kept informed of the Committees’ activities.

Company Secretaries

All Directors have unrestricted access to the advice and services of the Company Secretaries to enable them to discharge their duties eff ectively. The Company Secretaries, who are all qualifi ed, experienced and competent, advise the Board on updates relating to new statutory and regulatory requirements pertaining to the duties and responsibilities of the Directors.

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The Company Secretaries undertake, inter-alia, the following functions:-

• Advise the Directors and Management Team of their duties and responsibilities and obligations to disclose their interest in securities, prohibition on dealing of securities during the closed period, restriction on disclosure of price sensitive information, disclosure of any confl ict of interest and related party transaction as well as disclosure of necessary information as required under the relevant legal and regulatory requirements.

• Prepare the agenda with the Chairman and notify all Directors of the Board and Board Committee meetings.

• Attend all Board and Board Committee meetings and ensure that all meetings are properly convened and proceedings of the Board and Board Committee meetings and decisions thereof are properly recorded and maintained at the registered offi ce of the Company and made available for inspection, if required.

• Communicating decisions of the Board and Board Committees to the Management Team for necessary action, and to follow-up on proposals or matters tabled at the Board or Board Committee meetings.

• Ensure the execution of all relevant assessments for Directors, the Board and Board Committees, such as independence and Board Eff ectiveness Evaluation.

• Identify and arrange suitable training programmes for the Directors to ensure that the Directors are kept abreast of the latest enhancement in corporate governance and changes in the legal and regulatory framework.

• Advise the Board on its obligatory requirements to disclose material information.

• Ensure the appointment of new Directors, re-election, re-appointment, retention and resignation of Directors are in accordance with the relevant legislations, regulations and best corporate governance practices.

Access to Senior Management, Information and Independent Professional Advice

The Board also has full access to senior management and unrestricted access to information relating to the business and aff airs of the Company for the discharge of its duties. Directors may take independent professional advice at the Company’s expense in the furtherance of their duties.

Appointment to the Board Appointment to the Board

The Nominating Committee has been entrusted with the responsibilities for proposing and recommending the right candidates to the Board for appointments. In evaluating the appointment of a Director to the Board, the Nominating Committee will review the skills, experience and core competencies of the candidate that are required by the Board. The Nominating Committee will source for the candidate and evaluate a suitable candidate with the required credentials before recommending for appointment to the Board.

There was no appointment of Director to the Board during the fi nancial year ended 31 March 2017.

In addition, the Nominating Committee also has the function of assessing the eff ectiveness of the Board, reviewing the skills and competencies of individual Directors and the composition of the various Committees of the Board.

The composition of the Nominating Committee are detailed on page 51 in this statement.

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Board and Board Committee Eff ectiveness Assessment

The Nominating Committee facilitates and organises the yearly Board Eff ectiveness Assessment and Evaluation of the Board of Directors and Board Committees. The objective is to improve the Board’s eff ectiveness, identify gaps, maximise strengths and address weaknesses of the Board. The overall evaluation process and assessment are conducted by the Nominating Committee, before being tabled and communicated to the Board.

The broad performance indicators on which Board eff ectiveness are evaluated include board composition and structure, board administration, operations and interactions, board roles and responsibilities as well as board conduct.

The Board Committees’ eff ectiveness and performance criteria were evaluated on roles and scope, frequency of meetings, supply of suffi cient and timely information and also overall eff ectiveness and effi ciency of the Board Committees. With regard to the individual performance of the respective Directors, the performance indicators include their meeting attendance, their interactive contributions, understanding of their roles and responsibilities and their quality of input.

For the fi nancial year ended 31 March 2017, the Board has, through the Nominating Committee, reviewed the skills mix and experience of the individual Directors, assessed the eff ectiveness of the Board Committees and the Board as a whole and made an assessment of the performance of the Executive Chairman.

The Board also reviewed the term of offi ce and performance of the Audit Committee and each of the members and was satisfi ed that the Audit Committee and members have carried out their duties in accordance with their terms of reference.

Retirement and Re-election of Directors

In accordance with the Company’s Articles of Association, all Directors who were appointed by the Board during the fi nancial year may only hold offi ce until the next Annual General Meeting (“AGM”) subsequent to their appointment and shall then be eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation at the AGM. The Articles also provide that one-third of the Directors are subject to retirement by rotation at every AGM but are eligible for re-election provided always that all Directors including the Executive Directors shall retire from offi ce at least once in every three years.

The retiring Directors who are seeking re-election and/or re-appointment would be subject to a performance assessment carried out by the Board through the Nominating Committee, which would then submit its recommendations to the shareholders for approval.

At the 54th AGM, Tan Sri Nik Mohamed bin Nik Yaacob will retire and being eligible, will off er himself for re-election in accordance with Article 83 of the Company’s Articles of Association.

At the 53rd AGM of the Company held on 24 August 2016, Mr. Lee Siew Choong who was above the age of 70 was re-appointed pursuant to Section 129(6) of the Companies Act 1965 and his term of offi ce will end at the conclusion of the 54th AGM. He has off ered himself for re-appointment. Under the new Companies Act 2016 which came into force on 31st January 2017, there is no longer any age limit for Directors.

Assessment of Independent Directors

The Board recognises the importance of independence and objectivity in the decision-making process. During the year, the Board assessed the independence of the Non-Executive Directors. The Board and its Nominating Committee have upon their annual assessment, concluded that each of the three Independent Non-Executive Directors continues to demonstrate conduct and behaviour that are essential indicators of independence, and that each of them continues to fulfi l the defi nition and criteria of independence as set out in the MMLR.

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Tenure of Independent Directors

The Board noted the Code recommends that the tenure of an Independent Director should not exceed a cumulative term of nine (9) years. The Board and the Nominating Committee have deliberated on the said recommendation and hold the view that a Director’s independence cannot be determined solely with reference to tenure of service. Board composition should refl ect a balance between eff ectiveness on the one hand, and the need for renewal and fresh perspectives on the other.

The Board and the Nominating Committee have also determined that Tan Sri Nik Mohamed bin Nik Yaacob, Dato’ Robert Teo Keng Tuan and Mr. Lee Siew Choong, who have served on the Board as Independent Directors, each exceeding a cumulative term of nine (9) years, remain unbiased, objective and independent in expressing their opinions and in participating in decision making of the Board. The length of their service on the Board has not in any way interfered with their objective and independent judgement in carrying out their roles as members of the Board and Board Committees.

Furthermore, their pertinent expertise, skills and detailed knowledge of the Group’s businesses and operations have enabled them to make signifi cant contributions actively and eff ectively to the Company’s decision making during deliberations or discussions.

As such, in view of the reasons stated above, Recommendation 3.2 (assessment criteria for independence of Directors should include tenure) and Recommendation 3.3 (the Board is allowed to seek shareholders’ approval for Independent Directors after nine (9) years tenure to remain as an Independent Director) of the Code have not been adopted.

In addition to that, for the fi nancial year ended 31 March 2017, each of the INEDs had also provided confi rmation of their independence to the Board based on its policy on criteria of assessing independence in line with the defi nition of “Independent Directors” prescribed by the MMLR.

In this respect, the Board has approved the continuation of Tan Sri Nik Mohamed bin Nik Yaacob, Dato’ Robert Teo Keng Tuan and Mr. Lee Siew Choong as Independent Directors of the Company, as they continued to be objective and independent-minded in their participation in deliberations and decision making of the Board and the Board Committees, and also demonstrated conduct and behaviour that are essential indicators of independence as defi ned under the MMLR of Bursa Malaysia. The Board believes that it is in the best position to identify, evaluate and determine whether an Independent Director can continue acting in the best interests of the Company and bringing independent and professional judgements to Board deliberations.

Training and Development of Directors

Recognising the demands of their role as Directors, the Directors of the Company continued to equip themselves with relevant professional advancement, particularly in the corporate regulatory developments and current developments of the industry. All the Directors have attended the Mandatory Accreditation Programme and fulfi lled the Continuing Education Programme requirements as prescribed by the MMLR.

The Directors are also encouraged to attend courses and seminars conducted by professionals that are relevant to the Company’s operations and businesses.

The Directors are regularly updated on the Group’s businesses and the competitive and regulatory environment in which the Group operates. Seminars were conducted in-house by external consultants on various topics for the Board and these sessions were held together with Senior Management in order to encourage open discussions and comments.

The Board, through its assessment process, will continue to evaluate and determine the training needs of its Directors on an ongoing basis, by determining areas that would best strengthen their contributions to the Board.

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During the fi nancial year, the Directors attended various courses and seminars as listed below:-

BRIEFING/CONFERENCE/FORUM/SEMINAR/TRAINING/ DIRECTORS WORKSHOP ATTENDED

Tan Sri Mohamed Azman bin Yahya Khazanah Megatrends Forum 2016 Companies Bill 2015 Khazanah Global Lectures by Dame Dr. Jane Goodall Strata Management Workshop SCxSC Digital Finance Conference 2016 Luncheon Talk on “How Conglomerates in Southeast Asia Can Live Long and Prosper” Securities Commission: Global Emerging Markets

Regulatory Conference 2017 2017 Global Transformation Forum (GTF’17)

Tan Sri Nik Mohamed bin Nik Yaacob Companies Bill 2015 Strata Management Workshop

Dato’ Robert Teo Keng Tuan Audit Committee Workshop G: Enterprise Risk Management (ERM)

National Tax Conference 2016 Forum on Key Audit Matters Strata Management Workshop Launch of the AGM Guide & CG Breakfast Series: “How

To Leverage on AGMs for Better Engagement with Shareholders”

2016 Budget Seminar – A Positive Outlook

Chin Jit Pyng Companies Bill 2015

Lee Siew Choong Ring The Bell For Gender Equality Companies Bill 2015

Code of Conduct

The Group has in place a Code of Conduct that is applicable to all staff and Directors of the Group. The Code of Conduct is essentially a set of rules to govern the standards of good conduct and ethics within the Group and in the Group’s relationship with external parties in upholding and preserving the good name of the Group.

Directors’ and Offi cers’ Indemnity

The Company has in place a liabilities insurance policy for Directors and Offi cers in respect of any liability incurred by them in the discharge of their duties while holding offi ce as Directors and Offi cers of the Company. The said policy does not, however, indemnify a Director or a member of Management if he is proven to have acted negligently, fraudulently or dishonestly, or in breach of duty or trust.

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B. BOARD COMMITTEES

The Board delegates certain responsibilities to the respective Committees of the Board which operates with specifi c terms of references to support and assist the Board in discharging its fi duciary responsibilities. These Committees have been accorded with the necessary authority to analyse the relevant issues and report to the Board with their proceedings and deliberations. Where Committees have no authority to make decisions on matters reserved for the Board, recommendations would be highlighted to the Board for approval.

(1) Audit Committee

The Board is assisted by the Audit Committee, whose composition, roles and functions and summary of its activities during the fi nancial year are set out in the Audit Committee Report on pages 61 to 64 of this Annual Report.

During the fi nancial year, the Committee held six (6) meetings. The details of attendance of the Committee members were as follows:-

NO. AUDIT COMMITTEE MEMBERS MEETING ATTENDANCE 1 Mr. Lee Siew Choong (Chairman) 6 out of 6 2 Tan Sri Nik Mohamed bin Nik Yaacob 6 out of 6 3 Dato’ Robert Teo Keng Tuan 6 out of 6

The Board also reviewed the term of offi ce and performance of the Audit Committee and each of the members and was satisfi ed that the Audit Committee and members have carried out their duties in accordance with their terms of reference.

(2) Nominating Committee

The Nominating Committee was established by the Board with the responsibility of overseeing the selection and assessment of Directors i.e. ensuring that the Board has the appropriate balance and size, and the required mix of skills, experience and other core competencies; and is also responsible for considering and recommending the appointment of new Directors to the Board.

Nominating Committee members

The current Nominating Committee members are as follows:-

Mr. Lee Siew Choong (Chairman) Independent Non-Executive Director Tan Sri Nik Mohamed bin Nik Yaacob Independent Non-Executive Director Dato’ Robert Teo Keng Tuan Independent Non-Executive Director

Statement on Activities

During the fi nancial year under review, the Nominating Committee met twice and all the members of the Committee attended the meeting. The Committee has carried out an assessment on the eff ectiveness of the Board as a whole, the Committees of the Board, the Executive Chairman and the Individual Director.

The assessment on the Individual Director was based on the contribution and performance of Directors on their competency, time commitment, integrity and experience in meeting the needs of the Group and suggestions to enhance Board eff ectiveness. This assessment was jointly conducted by the Executive Chairman and the Nominating Committee. The evaluation process on Individual Director also includes self-review assessment on their independence status.

From the assessments, the Nominating Committee believes that the Board refl ects a good mix of skills with diff erent professional backgrounds, knowledge, fi nancial and business expertise, experience and qualifi cations to enable the Board to provide clear and eff ective leadership to the Group.

The Terms of Reference of the Nominating Committee is available on the Company’s website.

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(3) Remuneration Committee

The Remuneration Committee was established by the Board with the responsibility of recommending the salary and other benefi t packages - policy and framework of Directors, including Executive Directors; as well as the basis for bonus and salary increments for the executives of the Group. However, it is nevertheless the responsibility of the Board to approve the remuneration packages of the Directors.

Remuneration Committee members

The current Remuneration Committee members are as follows:-

Tan Sri Nik Mohamed bin Nik Yaacob (Chairman) Independent Non-Executive Director Dato’ Robert Teo Keng Tuan Independent Non-Executive Director Mr. Chin Jit Pyng Non-Independent Non-Executive Director

The Committee is responsible for recommending to the Board the appropriate remuneration of the Executive and Non-Executive Directors.

Individual Directors do not participate in discussions or decisions concerning their remuneration packages.

Statement on Activities

During the fi nancial year under review, the Remuneration Committee met once and all the members of the Committee attended the meeting. The Committee has reviewed the performance and recommended the remuneration of the Executive Director. The Committee also considered and recommended to the Board the proposed bonus payment for employees of the Group for the year ended 31 March 2016.

The Terms of Reference of the Remuneration Committee is available on the Company’s website.

C. DIRECTORS’ REMUNERATION

Remuneration Procedure

The Remuneration Committee is responsible for the recommendation of salary and other benefi t packages - policy and framework of Directors, including Executive Directors. However, it is nevertheless the responsibility of the Board to approve the remuneration packages of these Directors.

The remuneration packages of the Executive Director(s) are linked to their individual performance and of the Group and include salaries, benefi ts and performance-related/incentive pay which are subject to the Group’s fi nancial performance. Any salary reviews would take into account of market salary ranges as well as being broadly comparable and competitively in line with those awarded by similar companies.

As for the Non-Executive Directors, the Board considers their responsibility and time commitments, taking into account the number of Board Meetings, membership of Board Committees and all additional work and contribution towards the Group.

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Details of Directors’ Remuneration

The details of the remuneration of the Directors of the Company for the fi nancial year under review are as follows:-

BASIC SALARIES, DIRECTORS BONUS AND EPF FEES & ALLOWANCES BENEFITS-IN-KIND TOTAL RM RM RM RM

Executive Tan Sri Mohamed

Azman bin Yahya 1,578,000 - 150,826 1,728,826 TOTAL 1,578,000 - 150,826 1,728,826

Non-Executive Tan Sri Nik Mohamed bin Nik Yaacob - 77,000 2,898 79,898 Dato' Robert Teo Keng Tuan - 76,500 - 76,500 Chin Jit Pyng - 69,000 - 69,000 Lee Siew Choong - 83,500 - 83,500 TOTAL - 306,000 2,898 308,898

D. SHAREHOLDERS

Communication with Shareholders and Investors

The Board acknowledges the importance of maintaining transparency and accountability to its shareholders and its investors and to timely disseminate material information of the Group’s performance and any signifi cant developments aff ecting the Group.

A key channel of communication used to provide its shareholders and investors with information which include its business, fi nancials and other key activities is the Annual Report of the Company, which contents are continuously enhanced to take into account developments amongst others in corporate governance practices.

The public announcement via Bursa Securities, namely the Quarterly and Annual fi nancial results provide an overview of the Group’s fi nancial performance and operations to its shareholders, institutional shareholders and investors.

The Executive Chairman and the Chief Financial Offi cer also, from time to time conduct briefi ngs for business analysts, large shareholders, corporate partners and fi nancial institutions to keep them informed of the various activities and initiatives undertaken by the Group. Exclusive and adhoc interviews are also given to the media to disseminate information to the public through the printed press.

The Company also has in place a Communications Guidelines to facilitate communications that is coordinated and consistent as well as open and responsive. As stated in the guidelines, for any event which involves media coverage, the authorised spokespersons are the Executive Chairman, the Chief Financial Offi cer and the Chief Operating Offi cer.

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The Company actively updates its website (www.symphonylife.my) with the latest information on the corporate and business aspects of the Group. Press releases, announcements to Bursa Securities, analysts’ briefi ngs and quarterly results of the Group are also made available on the website and this helps to promote accessibility of information to the Company’s shareholders and all other market participants.

Details of the Senior Independent Non-Executive Director to whom concerns regarding the Group may be conveyed are as follows:-

Post : Mr. Lee Siew Choong c/o Secretarial Department Level 9, Symphony House Dana 1 Commercial Centre Jalan PJU 1A/46 47301 Petaling Jaya Selangor Darul Ehsan Fax : (603) 7844 6886

General Meetings

The General Meetings, i.e. Annual General Meetings (“AGMs”) and Extraordinary General Meetings (“EGMs”) remain the principal forum for dialogue with all shareholders who are encouraged and are given suffi cient opportunity to enquire about the Group’s activities and prospects as well as to communicate their expectations and concerns. Shareholders are encouraged to participate in the Question and Answer sessions on the resolutions being proposed or about the Group’s operations in general. Shareholders who are unable to attend are allowed to appoint proxies in accordance with the Company’s Articles to attend and vote on their behalf. The members of the Board, Senior Management as well as the External Auditors of the Company are also present to respond to any questions raised during the meeting.

Poll Voting

In line with the MMLR, the Company will, at its forthcoming 54th Annual General Meeting, conduct poll voting for all the resolutions set out in the notice of the meeting. In order to expedite the verifi cation and counting of the votes, the poll voting will be conducted via electronic means. The Company has appointed an independent external scrutineer to validate all the votes at the coming meeting.

Whistle Blowing Policy

As part of its commitment to uphold the highest standards of ethics, integrity and accountability, the Group also has in place a Whistle Blowing Policy. This is essentially a mechanism to enable the employees and members of the Board to disclose internally any serious malpractice or misconduct without fear of reprisal. This policy provides a safe and acceptable platform for employees and other members of the Group to channel their concerns about illegal, unethical or improper business conduct aff ecting the Group and its employees.

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E. ACCOUNTABILITY AND AUDIT

Financial Reporting

The Board seeks to present a balanced, clear and understandable assessment of the Group’s fi nancial position and prospects. In presenting the annual fi nancial statements and quarterly announcements of the Group’s fi nancial performance to shareholders, the Board is primarily responsible for ensuring that all applicable accounting and regulatory standards have been complied with. The Directors also have the responsibility to take steps that are reasonably available to them to safeguard the assets of the Group and prevent any fraud or irregularities.

The Statement by Directors pursuant to Section 251(2) of the Companies Act, 2016 is set out on page 74 of this Annual Report.

Related Party Transactions

An internal compliance framework exists to ensure the Company meets its obligations under the MMLR, including obligations relating to related party transactions and recurrent related party transactions.

The Board of Directors, through its Audit Committee, reviews all related party transactions and confl ict of interest situations, if any, on a quarterly basis. A Director who has an interest in a transaction, must abstain from deliberating and voting on the relevant resolution, in respect of such transaction at the meeting of the Board of Directors and at the AGM or EGM convened to consider the said matter.

Assessment of Suitability and Independence of the External Auditors

The Audit Committee supports the Board in its responsibility to oversee the fi nancial reporting and the eff ectiveness of the internal control of the Company.

The Company, through the Audit Committee, has an appropriate and transparent relationship with the External Auditors. In the course of audit of the Group’s fi nancial statements, the External Auditors have highlighted to the Audit Committee and the Board, matters that require the Board’s attention. Audit Committee meetings are attended by the External Auditors for purposes of presenting their audit plan and report, and for presenting their comments on the audited fi nancial statements.

The Audit Committee conducts a yearly assessment of the suitability and independence of the External Auditors. The assessment of the suitability of the External Auditor is conducted jointly by the Audit Committee and the Chief Financial Offi cer on the professional conduct, skills, performance, experience, quality control in audit reviews and timeliness of the auditors in conducting audit of the Company.

For the year under review, the Audit Committee had reviewed the suitability and independence of the external auditors and was satisfi ed that the external auditors had carried out their work independently and as such, had recommended for their re-appointment. The Board, upon concurrence with the outcome of the assessment, approved the re-appointment of the External Auditor based on the Audit Committee’s recommendation subject to the approval by the shareholders at the AGM.

The External Auditors had also provided a confi rmation of their independence to the Audit Committee that they are and have been independent throughout the conduct of the audit engagement in accordance with the terms of relevant professional and regulatory requirements.

Key features for the relationship of the Audit Committee with both the internal and external auditors and summary of the activities of the Audit Committee during the fi nancial year are set out in the Audit Committee Report on pages 61 to 64 of this Annual Report.

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STATEMENT ON CORPORATE GOVERNANCE (CONT'D)

Internal Control and Internal Audit Function

The Board has overall responsibilities for corporate governance and the development of sound internal control system for the Group to achieve its objectives within the acceptable risk profi le as well as safeguarding shareholders’ interest and the Group’s assets.

To assist the Board in maintaining a sound system of internal control, the Group has in place an adequately resourced Internal Audit department. The activities of this department were reported regularly to the Audit Committee which provides the Board with suffi cient assurance regarding the adequacy and eff ectiveness of the system of internal control.

The Group’s Statement on Risk Management and Internal Control is set out on pages 57 to 60 of this Annual Report.

Corporate Sustainability

The Board acknowledges that to achieve long-term sustainability, the Group must ensure that the interest of all stakeholders, other than shareholders, such as employees, customers, contractors, consultants and the communities in which the Group serves are safeguarded. The Group’s approach and commitment towards the protection of the welfare of these stakeholders are reported in the Corporate Social Responsibility Statement appearing on pages 36 to 39 of this Annual Report.

Further, to ensure that essential elements of corporate sustainability is embedded in the Group’s operating functions and processes, the Board will be establishing a Sustainability Policy to address the key sustainability issues which are Environmental Sustainability, Social Sustainability and Governance Sustainability.

F. STATEMENT OF COMPLIANCE WITH THE BEST PRACTICES OF THE CODE

The Board is satisfi ed that the Company has, in all material aspects, complied with the principles and recommendations of the Code for the fi nancial year ended 31 March 2017, except as otherwise stated.

The Statement on Corporate Governance is made in accordance with the resolution of the Board of Directors dated 8 June 2017.

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STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROLFOR THE YEAR ENDED 31 MARCH 2017

INTRODUCTIONThe Board of Directors (“Board”) recognises that both the internal and external environment within which the Group operates, has become more complex and demands strong corporate governance.

The Board is committed to nurture and preserve throughout the Group a sound system of risk management and internal controls and good corporate governance practices.

In this Statement, the Group refers to the Company and its subsidiary companies but exclude associated companies and jointly-controlled entities whereby the Board does not have any direct control over their operations.

BOARD’S RESPONSIBILITYThe Board affi rms its overall responsibility for the Group’s system of risk management and internal control and in reviewing the adequacy and integrity of the system.

The Audit Committee (“AC”) supports the Board in monitoring the Group’s risk exposures and the operating eff ectiveness of the underlying risk management and internal control system. The AC is supported by the Internal Audit (“IA”) department, who provides an independent assessment on the eff ectiveness of the risk management framework and reports to the Board on a quarterly basis.

The Risk Management Committee (“RMC”) is responsible for the establishment and enforcement of the risk management and internal control framework.

The RMC reports in a timely manner to the AC the top ten (10) risks of the Group and the mitigating actions taken.Due to the limitations inherent in any such system, the risk management and internal control are designed to manage rather than eliminate risk and to provide reasonable but not absolute assurance against material misstatement of management and fi nancial losses or fraud.

The Management is accountable to provide reasonable assurance to the Board that the risk management practice and internal control system are implemented and monitored.

During the fi nancial year under review, the Board has actively reviewed the risk management processes and responsibilities and assessed the extent of reasonableness of the assurance that all the identifi ed risks were monitored and managed within a tolerable level.

MANAGEMENT’S RESPONSIBILITYThe Management is responsible in ensuring the day-to-day management of the Group’s activities and its key responsibilities of risk management are as follows:-

• Identify and evaluate the risks aff ecting the Group in carrying out its business objectives and strategies;• Monitor the risk management and internal control system; and• Implement the policies that are approved by the Board.

RISK MANAGEMENT FRAMEWORK AND INTERNAL CONTROL SYSTEMThe RMC was established by the Board and empowered by its terms of reference on the implementation of risk management and internal control within the established framework to assist the Board to oversee the overall compliance with applicable laws and regulations, internal policies and approved limits.

The Group has put in place and established risk management framework to provide a holistic view of the risk and compliance management within the Group for managing risks aff ecting its business and operations.

Under the risk management framework, the Group has an established and structured process for identifi cation, analysis and monitoring. Continual review of the risks and its eff ectiveness of risk mitigation strategies and internal control at the departmental and Group level.

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

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The Group adopts the risk assessment rating matrix in assessing risks. The risk assessment register is the end result of the assessment on the signifi cance/magnitude of impact and likelihood of occurrence of each potential business processes/risks from each department.

The risk registers are updated and reviewed to respond to the changes in the business environment throughout the fi nancial year. Appropriate steps are taken to mitigate the key risk areas by the risk owners and implemented to safeguard shareholders’ investment and the Group’s assets.

Risk management and internal control processes are embedded into the Group’s culture to create risk awareness and greater understanding of the importance of risk management and to ensure that its principles are embedded in key operational processes and structures of the Group to achieve a sound system of risk management and eff ective management of potential opportunities and adverse eff ects.

RISK IDENTIFICATION

• Identify, understand and assess risk area

RISK PLANNING

• Decision on control procedures• Risk avoidance and contingency plan

RISK MONITORING

• Monitored on an ongoing basis

RISK ANALYSIS

• Evaluate risk likelihood of occurance and impact on the organisation

• Analyse and prioritise risk list identifying those risks that need the most urgent attention

RISK MANAGEMENT STRUCTURE

Board of Directors

Audit Committee

Risk Management Committee

Internal Audit

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KEY INTERNAL CONTROL PROCESSESThe key elements of the Group’s system of internal control comprise the following:-

Organisation StructureThe roles and responsibilities, the levels of authority and lines of accountability of the Board and management have been clearly defi ned. The Management, led by the Executive Chairman, is responsible for the execution of the Group’s strategies and day-to-day business. There is a defi ned organisational structure within the Group. Each department has clearly defi ned roles and responsibilities, levels of authority and lines of accountability.

Management meetings are held monthly for the respective departments to review operational, business development and fi nancial performance. The proceedings of these meetings are minuted for further action and reference.

The Group has an organisation structure with defi ned lines and responsibility and appropriate reporting structure including proper approval and authorisation limits for approving capital expenditure and expenses within the Group.

In addition, there is an established and eff ective segregation of duties via independent checks, reviews and reconciliation activities to prevent human errors, fraud and abuses.

Audit Committee (“AC”)The Board has assigned the AC with the duty of reviewing and monitoring the eff ectiveness of the Group’s risk management and internal control system. The AC comprises only Non-Executive and Independent Directors. The AC reviews the Group’s fi nancial reporting process, risk management, internal control system, audit process and the Group’s process of monitoring the compliance with internal and external regulations.

Further details of the activities undertaken by the AC are set out in the AC Report on pages 61 to 64 of this Annual Report.

Delegated Authority LimitThe Group has adopted the Delegated Authority Limit matrix to provide a sound system for authorisation and accountability within the Group and facilitates timely decision making. The limits are regularly reviewed and approved by the Management or the Board in accordance with their limits of authority, to ensure alignment with business, operational and structural changes.

Formalised Policies, Processes and ProceduresClear and formalised standard operating policies, processes and procedures are in place to ensure compliance with internal controls and the relevant laws and regulations. Internal policies and procedures are documented through a series of manuals for all major operations of the Group. Regular reviews are conducted to ensure documentation and processes are updated to align with evolving business and operational needs.

Internal Audit (“IA”)An in-house IA department was set up to independently, objectively and regularly evaluate the adequacy and eff ectiveness of governance, risk management and internal control processes in the Group. Audit engagements are carried out based on the annual audit plan approved by the AC.

Using a risk based audit approach, the IA department assesses the selected areas under the audit scope with regard to risk exposures, compliance towards the approved policies and procedures and relevant laws and regulations and also against best practices. If there is any signifi cant gaps identifi ed in the governance processes, risk management processes and controls during the engagements, the IA department provides recommendations to Management to improve their design and eff ectiveness, where applicable.

Follow up reviews are conducted to ensure that the Management had implemented the agreed corrective actions or improvements. Audit reports when issued, are distributed to the AC and tabled at the quarterly AC meetings for deliberation.

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STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL (CONT'D)FOR THE YEAR ENDED 31 MARCH 2017

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STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

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Secretarial and LegalThe Secretarial and Legal Department, plays a pivotal role in advising the Management on secretarial and legal matters as and when requested, so that the interests of the Group are protected. The Board is briefed through reports presented on a quarterly basis on material litigation and any changes in law aff ecting the Group’s operations.

Staff Performance SystemThe Group has a competency framework that is guided by its vision, mission and core values which clearly articulates the knowledge, skills, abilities and behavioural expectations of its employees. In order to drive and sustain a high-performing workforce, the employees’ achievements are appraised under the Performance Management System with reference to the Group Corporate Scorecard on an annual basis.

BOARD’S STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROLFor the fi nancial year under review, based on the above, the Board is of the view that the Group’s system of risk management and internal control is operating adequately and eff ectively in all material aspects, suffi cient to safeguard shareholders’ investment and the Group’s assets.

No signifi cant control failures or weaknesses that would result in material losses and required disclosure in the Group’s Annual Report were identifi ed during the review. The Board together with the Management will continue to review and strengthen the current system of risk management and internal control of the Group.

The Board has received assurance from the Executive Chairman and the Chief Financial Offi cer that the Group’s risk management and internal control system is operating adequately and eff ectively, in all material aspects, based on the risk management and internal control of the Group.

REVIEW OF THE STATEMENT BY EXTERNAL AUDITORSPursuant to paragraph 15.23 of the Bursa Malaysia Securities Berhad Main Market Listing Requirement, the External Auditors have performed limited assurance procedures on this Statement on Risk Management and Internal Control pursuant to the scope set out in the Recommended Practice Guide (“RPG”) 5 (Revised), Guidance for Auditors on Engagements to Report on the Statement on Risk Management and Internal Control included in the Annual Report issued by the Malaysian Institute of Accountants (“MIA”) for inclusion in the Annual Report of the Group for the year ended 31 March 2017, and reported to the Board that nothing has come to their attention that causes them to believe the statement is not prepared, in all material respects, in accordance with the disclosures required by paragraphs 41 and 42 of the Statement on Risk Management and Internal Control: Guidelines for Directors of Listed Issuers, nor is the Statement factually inaccurate.

This Statement on Risk Management and Internal Control made in accordance with the resolution of the Board of Directors meeting held on 8 June 2017.

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AUDIT COMMITTEE REPORT

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COMMITTEEREPORT

The Board of Symphony Life Berhad is pleased to present the Audit Committee Report which provides insights into how the Audit Committee discharged its functions for the fi nancial year ended 31 March 2017.

COMPOSITIONThe Audit Committee is established by the Board of Directors (“Board”) and comprises of three (3) members, all of them are Independent Non-Executive Directors. The Company has complied with Paragraph 15.09 of Bursa Malaysia Securities Berhad Main Market Listing Requirements (“Listing Requirements”), which requires all members of the Audit Committee to be Non-Executive Directors with a majority of the members being Independent Directors.

The members of the Audit Committee are as follows:-

NAME OF MEMBERS DESIGNATION DIRECTORSHIP

Mr. Lee Siew Choong Chairman Independent Non-Executive DirectorTan Sri Nik Mohamed bin Nik Yaacob Member Independent Non-Executive DirectorDato’ Robert Teo Keng Tuan Member Independent Non-Executive Director

Dato’ Robert Teo Keng Tuan, an Audit Committee member is a Chartered Accountant by profession and a member of the Malaysian Institute of Accountants. The requirement of paragraph 15.09 (1)(c)(i) of the Listing Requirements which stipulated that at least one (1) member of the Audit Committee must be a member of the Malaysian Institute of Accountants has been met.

No Alternate Director is appointed as a member of the Audit Committee.

The details of the Audit Committee members’ profi le are shown in the Board of Directors’ profi le.

The Board reviews the terms of offi ce of the Audit Committee members and its assessment on their eff ectiveness were conducted by the Nomination Committee. The Board is satisfi ed that the Audit Committee members had discharged their functions, duties and responsibilities in accordance with the Audit Committee’s Terms of Reference, in supporting the Board to ensure the Group uphold the relevant Corporate Governance standards.

MEETINGSThe Audit Committee was scheduled to meet at least once every quarter, with none of the scheduled meetings being cancelled.

The Audit Committee papers were distributed to the members in advance with suffi cient notifi cation. A total of six (6) meetings were held during the fi nancial year ended 31 March 2017.

NUMBER OF MEETINGSNO. NAME OF MEMBERS HELD ATTENDED

1. Mr. Lee Siew Choong (Chairman) 6 62. Tan Sri Nik Mohamed bin Nik Yaacob 6 63. Dato’ Robert Teo Keng Tuan 6 6

The Executive Chairman was invited to attend the Audit Committee meetings to facilitate clarifi cations on audit and operational issues that were being raised concerning the Group. The Head of Finance, the Head of Internal Audit and certain members of the Management were also invited to attend the said meetings.

Deliberations during the Audit Committee meetings on issues tabled, rationale adopted and decisions taken were minuted. The minutes of the meetings were tabled for confi rmation at the following Audit Committee meeting. The signed minutes of the meetings were kept by the Company Secretary who acted as the Secretary to the Audit Committee.

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AUDITCOMMITTEEREPORT (CONT'D)

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AUDIT COMMITTEE REPORT

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In addition to the above meetings, the Audit Committee also held two (2) separate private meetings with the External Auditors without the presence of the Executive Chairman and the Management, including the Company Secretary. The External Auditors were given unrestricted access to information, full support and cooperation in the course of the audit.

The Audit Committee Chairman briefed the Board on any signifi cant matters raised by the External Auditors and Internal Auditors.

The Chairman of the Audit Committee was kept abreast of matters and issues that aff ected the Group, whether positively or negatively, through frequent correspondences and meetings with Senior Management, Head of Internal Audit and External Auditors.

TERMS OF REFERENCEThe Audit Committee is guided by its Terms of Reference, which were reviewed and amended during the fi nancial year to refl ect the changes by the recent amendments to the Bursa Malaysia Securities Berhad Main Market Listing Requirements. It is available for reference on the Company’s website at www.symphonylife.my.

SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE DURING THE YEARThe Audit Committee carried out the following activities for the fi nancial year ended 31 March 2017, as summarised below:-

(a) Financial Reporting and Annual Report In overseeing the Group’s fi nancial reporting, the Audit Committee reviewed the quarterly fi nancial results

and annual audited fi nancial statements of the Group, before recommending to the Board at the subsequent Board Meeting for approval and the release of the Group’s fi nancial results to Bursa Malaysia.

In reviewing the fi nancial information, the Audit Committee had deliberated with Management to ensure that the following areas, where relevant, had been complied with:-

(i) any change in or implementation of accounting policies and practices; (ii) signifi cant adjustments arising from the audit, if any; (iii) signifi cant and unusual events; and (iv) other legal and regulatory requirements, e.g. Main Market Listing Requirements of Bursa Malaysia

Securities Berhad, Provisions of the Companies Act 2016 and the Malaysian Financial Reporting Standards issued by the Malaysian Accounting Standards Board.

The Audit Committee had also reviewed the status of accounting provisions and estimates, changes made to reserves, changes in accounting policies and signifi cant judgemental accounting matters aff ecting its interim and audited fi nancial statements.

(b) External Audit The Audit Committee reviewed and evaluated the External Auditors’ audit plan (which included an annual

review of the Statement on Risk Management and Internal Control) for the fi nancial year ended 31 March 2017. The audit plan covered its engagement team, concept of materiality, independence, objectivity and the areas of audit emphasis.

In the meetings with the External Auditors, the Audit Committee had reviewed on the adequacy and eff ectiveness of the remedial actions taken by the Management in resolving any issue.

In addition, the Audit Committee also discussed the latest changes to the accounting standards and issues that may impact the fi nancial statements and sought further clarifi cation on the new or revised audit standards requirements.

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The Audit Committee also reviewed key issues raised by the External Auditors arising from its audit in its management letter including Management’s responses/actions taken on the resolution of the issues.

For evaluation of the External Auditors, assessment via questionnaires were used as a tool to obtain input from the Company’s personnel who had direct engagement with the External Auditors. The Audit Committee, jointly with the Chief Financial Offi cer, had reviewed the annual assessment conducted on the eff ectiveness of the External Auditors. The assessment was based on the following criteria:-

• the overall comprehensiveness of the external audit scope and plan vis-a-vis the objective of the engagement;

• the timeliness and the quality of communication as contemplated under the plan; • the competency of the external audit staff (i.e. whether there was an approximate mix of experienced

and junior audit staff ) and adequacy of resources to complete the scope as outlined in the plan; and • the independence and the objectivity of the audit.

The Audit Committee was satisfi ed with the outcome of the assessment on the External Auditors of their suitability, in which they had demonstrated their independence, objectivity and professionalism during the course of audit that they had provided to the Group and therefore, had recommended to the Board to approve their re-appointment.

Highlight of the assessment of the External Auditors was also set out in the Statement on Corporate Governance on page 42 of this Annual Report.

The External Auditors had provided a written assurance on 8 June 2017 to the Audit Committee that they had been independent throughout the audit engagement for the fi nancial year ended 31 March 2017, in accordance with the terms of all relevant professional and regulatory requirements.

(c) Internal Audit The Audit Committee had approved the annual internal audit plan to ensure that there was adequate scope

and comprehensive coverage in the audits carried out over the activities of the Symphony Life Group which is in line with the Group’s risk profi le. This also ensured that all high risk areas are audited at least once annually.

The Internal Audit reports were tabled at the Audit Committee quarterly meetings for review and the Head of Internal Audit presented the following deliberation:-

• the progress of achievement of approved annual audit plan; • key fi ndings from the internal audit reports and the internal audit recommendations proposed and the

Management’s response to the recommendations. In deliberating the recommendations, the Audit Committee also gave its input for improvement in the areas of weaknesses identifi ed in the reports;

• results of investigations performed by the internal auditors and the representations made; and • followed up on the outstanding issues which have yet to be resolved to ensure that they have been

properly addressed.

Senior Management offi cers were invited to attend the meetings as and when it was necessary to brief the Audit Committee on matters relating to their areas of responsibility. Where applicable, the Audit Committee had directed the Management to rectify and improve the control procedures based on the auditors’ recommendations.

The Audit Committee also reviewed the eff ectiveness and performance of the Internal Audit Department in regards to its functions, competency, resource requirements, training and authority in carrying out its duties.

During the fi nancial year, the Audit Committee reviewed and deliberated on the revision made to the Internal Audit Charter and recommended the same to the Board for approval.

In addition, the Audit Committee also reviewed the Audit Committee report for the fi nancial year ended which was presented by the Head of Internal Audit.

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AUDITCOMMITTEEREPORT (CONT'D)

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AUDIT COMMITTEE REPORT

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(d) Risk Management The Audit Committee had reviewed and discussed with the Management on the Group’s risk profi le on a

quarterly basis with primary focus on signifi cant risks of the Group.

As part of the risk management responsibilities, the Audit Committee also reviewed the Statement on Risk Management and Internal Control for the fi nancial year ended 31 March 2016 for inclusion in the Annual Report.

The aforesaid matter is further elaborated in detail under a separate statement called Statement on Risk Management and Internal Control on pages 57 to 60 of this Annual Report.

(e) Related Party Transactions As part of the Listing Requirements, the Audit Committee reviewed the Internal Audit reports on Related

Party Transactions (“RPT”) and confl ict of interest situation on a quarterly basis, including any transaction, procedure or course of conduct that raises questions of Management's integrity.

The Internal Audit department presented its quarterly independent review results on RPT confi rming that all RPTs had been conducted on an arm’s length basis.

TRAININGDuring the year, all members of the Audit Committee have attended trainings relevant to their functions. These trainings are detailed under the Statement on Corporate Governance on pages 42 to 56 of this Annual Report.

INTERNAL AUDIT FUNCTIONThe Board of Directors commits to seek adequate assurance on the eff ectiveness of the Group’s internal control system. In this regard, it has established an in-house Internal Audit Department (“IAD”) to carry out the Group’s overall internal audit function.

As an oversight function, the IAD is tasked to review, appraise and validate the eff ectiveness of internal control.

The main function of the IAD includes reviewing, assessing, commenting and prescribing recommendations on the adequacy and eff ectiveness of the Group’s internal control system, risk management, governance processes and compliance with statutory requirements and established procedures.

The Board has put in place an Internal Audit Charter, which was reviewed by the Audit Committee, to guide the IAD in its objectives and scope of authority. The internal audit function fully abides by the provisions of its charter.

The Head of Internal Audit reports functionally to the Audit Committee and administratively to the Executive Chairman.

The IAD uses risk-based audit methodology in assessing and auditing higher risk activities for the audit areas, ensuring that these areas are audited annually.

The internal audit activities were performed in-house at a total cost of RM0.168 million for the fi nancial year ended 31 March 2017.

None of the internal control weaknesses have resulted in any material losses, contingencies or uncertainties that would require disclosure in the Annual Report.

This Audit Committee Report is made in accordance with the resolution of the Board of Directors’ meeting held on 8 June 2017.

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ADDITIONAL COMPLIANCE INFORMATION

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COMPLIANCE INFORMATION

To comply with the Listing Requirements of Bursa Securities, the following additional information is provided:-

(i) Material Contracts Save as otherwise disclosed in Note 40 to the Financial Statements pertaining to the interest of Tan Sri

Mohamed Azman bin Yahya, during the fi nancial year ended 31 March 2017, there were no material contracts outside the ordinary course of business entered into by the Company and its subsidiaries, involving the interest of the Directors or Major Shareholders.

(ii) Utilisation of Proceeds There were no proceeds raised from corporate proposals during the fi nancial year ended 31 March 2017.

(iii) Share Buybacks The details of the shares bought back during the fi nancial year were as follows:-

NO. OF SHARES LOWEST HIGHEST AVERAGE NO OF BOUGHT BACK PRICE PAID PRICE PAID COST TOTAL CUMULATIVE AND RETAINED AS PER SHARE PER SHARE PER SHARE COST TREASURY MONTH TREASURY SHARES (RM) (RM) (RM) (RM) SHARES HELD

Apr-16 - - - - - 408,329 May-16 10,000 0.70 0.70 0.70 7,054 418,329 Nov-16 10,000 0.67 0.67 0.67 6,752 428,329 20,000 13,806

(iv) Options, Warrants or Convertible Securities The Company has not issued any options, warrants or convertible securities in respect of the fi nancial year

ended 31 March 2017.

(v) American Depository Receipt (“ADR”) or Global Depositor Receipt (“GDR”) ProgrammeDuring the fi nancial year, the Company did not sponsor any ADR or GDR programme.

(vi) Imposition of Sanctions/Penalties There were no public sanctions and/or penalties imposed on the Company and its subsidiaries, Directors

or Management arising from any signifi cant breach of the rules/guidelines/legislation by the relevant regulatory bodies during the fi nancial year.

(vii) Non-Audit Fees The amount of non-audit fees paid or payable to the external auditors, Messrs. Ernst & Young by the

Company and its subsidiaries for the fi nancial year ended 31 March 2017 is RM8,000.

(viii) Profi t Estimate, Forecast or Projection There is no material variance between the results for the fi nancial year and the unaudited results previously

announced by the Company. The Company did not issue any profi t estimate, forecast or projection for the fi nancial year.

(ix) Profi t Guarantee There is no profi t guarantee received by the Company during the fi nancial year.

(x) Revaluation of Landed Properties The Company does not adopt a policy on regular revaluation.

(xi) Recurrent Related Party Transaction of Revenue or Trading Nature The list of recurrent related party transactions of a revenue or trading nature entered into by the Group is

disclosed in Note 40 to the Financial Statements. For the fi nancial year ended 31 March 2017, no shareholders mandate was required for the recurrent related party transactions of a revenue or trading nature entered into by the Symphony Life Group pursuant to Paragraph 10.09 (1)(b) of the Listing Requirement of Bursa Securities.

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STATEMENT OF DIRECTORS’ RESPONSIBILITYIN RESPECT OF THE AUDITED FINANCIAL STATEMENTS

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STATEMENT OF DIRECTORS’ RESPONSIBILITY

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The Directors acknowledge their responsibilities to ensure that the annual audited fi nancial statements of the Group and of the Company are drawn up in accordance with the requirements of the applicable approved Financial Reporting Standards issued by the Malaysian Accounting Standards Board and the provisions of the Companies Act, 2016 to give a true and fair view of the state of aff airs of the Group and of the Company at the end of the fi nancial year and of the results and cash fl ows of the Group and the Company for the fi nancial year.

In the preparation of the fi nancial statements, the Directors have:-

• adopted appropriate accounting policies which are consistently applied;• made judgements and estimates that are prudent and reasonable;• ensure applicable approved accounting standards have been followed; and• prepared fi nancial statements on the going concern basis as the Directors have a reasonable expectation,

having made enquiries, that the Group and the Company have adequate resources to continue in operational existences in the foreseeable future.

The Directors are also responsible for taking reasonable steps to safeguard the assets of the Group and of the Company and, in that context, to have proper regard to the establishment of appropriate systems of internal control with a view to prevent and detect fraud and other irregularities.

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FINANCIALSTATEMENTS

68 ___________ Directors’ Report 74 ___________ Statement by Directors 74 ___________ Statutory Declaration 75 ___________ Independent Auditors’ Report 79 ___________ Statements of Comprehensive Income 80 ___________ Statements of Financial Position 82 ___________ Statements of Changes in Equity 84 ___________ Statements of Cash Flows 86 ___________ Notes to the Financial Statements

Scan here for 2017 Annual Report’s pdf

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DIRECTORS’REPORT

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DIRECTORS’ REPORT

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The directors have pleasure in presenting their report together with the audited fi nancial statements of the Group and of the Company for the fi nancial year ended 31 March 2017.

PRINCIPAL ACTIVITIES

The principal activities of the Company are property development, property investment and investment holding.

The principal activities of the subsidiaries and associates are set out in Notes 21 and 22 to the fi nancial statements respectively.

There were no signifi cant changes in the nature of these principal activities during the fi nancial year.

RESULTS

GROUP COMPANY RM’000 RM’000

Profi t for the year 30,259 14,827

Attributable to:Equity holders of the Company 31,822 14,827Non-controlling interests (1,563) - 30,259 14,827

There were no material transfers to or from reserves or provisions during the fi nancial year other than as disclosed in the statements of changes in equity.

In the opinion of the directors, the results of the operations of the Group and of the Company during the fi nancial year were not substantially aff ected by any item, transaction or event of a material and unusual nature.

DIVIDENDS

The amount of dividend paid by the Company since 31 March 2016 was as follows:

In respect of the fi nancial year ended 31 March 2016 as reported in the directors’ report for that fi nancial year:

RM’000

First and fi nal single-tier dividend in respect of the fi nancial year ended 31 March 2016 of 2 sen per share paid on 28th September 2016 5,640

At the forthcoming Annual General Meeting, a fi rst and fi nal single-tier dividend of 3 sen per share in respect of the fi nancial year ended 31 March 2017, amounting to RM9.30 million will be proposed for shareholders’ approval. The fi nancial statements for the current fi nancial year do not refl ect the proposed dividend. Such dividend, if approved by the shareholders, will be accounted for in equity as an appropriation of retained profi ts for the fi nancial year ending 31 March 2018.

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DIRECTORS’ REPORT

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EMPLOYEE SHARE TRUST SCHEME

The Employee Share Trust Scheme ("ESTS" or "Scheme") was approved by the Board of Directors on 31 July 2007 to purchase up to 15 million issued ordinary shares ("ESTS Shares") of the Company. The commencement date of the ESTS was 1 October 2007 and shall be in force for a period of 3 years ("ESTS Period"). In year 2010, the ESTS Period was extended for a period of 2 years. In year 2012, it was further extended for a period of 2 years. In year 2014, the ESTS was subsequently extended for a further period of 3 years.

The ESTS would provide an opportunity for eligible employees who had contributed to the growth and development of the Group to participate in the equity of the Company.

The main features of the ESTS, inter-alia, are as follows:

(a) Benefi ciaries of the ESTS are eligible employees who are full-time employees under the category of executives of the Group, which may include Executive Directors of the Company, who have been in employment with the Company for at least 6 months and are on the payroll of the Company and its subsidiaries during the ESTS Period.

(b) The aggregate number of shares to be acquired under the ESTS shall not exceed 15 million of the issued ordinary shares of the Company for the time being and the amount required to purchase the fi rst tranche of 10 million issued ordinary shares of the Company shall not exceed RM14 million.

(c) The Scheme shall be in force for a period of 3 years, eff ective from 1 October 2007.

(d) The benefi ciaries shall be entitled to any distribution rights (including but not limited to dividends, bonus and rights issues but shall exclude cash capital repayments) in relation to the ESTS Shares. However, such dividends, if any, are automatically waived in favour of the Company as settlement of any cost incurred in implementing and maintaining the Scheme.

(e) The benefi ciaries shall not be entitled to any voting rights in relation to the ESTS Shares as the voting rights lie with the appointed Trustee who shall take into consideration the recommendations of the adviser appointed by the ESTS Committee before voting.

(f) The award to the benefi ciaries is through the realisation of any gains arising from the disposal of the ESTS Shares held in the ESTS Trust (as further defi ned in Note 33 to the fi nancial statements). The net gains from such disposal after repayment of the corresponding portion of the loan granted by the Company are to be allocated to the benefi ciaries based on the benefi ciaries’ achievement of their respective performance targets as determined by the Company.

The Company appointed RHB Trustees Berhad as the Trustee of the Scheme and entered into a Trust Deed on 24 September 2007.

Subsequently, the following were entered into to amend certain clauses/defi nitions of the Scheme:

(a) First Supplemental Deed dated 10 February 2009 to amend the defi nition of "Eligible Employees" to exclude the Executive Directors and persons connected to the Executive Directors;

(b) Second Supplemental Deed dated 12 March 2009 to extend the maturity period of the ESTS for a further 2 years to 30 September 2012;

(c) Third Supplemental Deed dated 18 September 2012 to extend the maturity period of the ESTS for a further 2 years to 30 September 2014; and

(d) Fourth Supplemental Deed dated 12 November 2013 to extend the maturity period of the ESTS for a further 3 years to 30 September 2017.

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EMPLOYEE SHARE TRUST SCHEME (CONT’D)

The Board had on 3 February 2009 resolved to increase the total shares to be purchased under the ESTS by 5 million to 20 million ordinary shares and the amount required to purchase the total shares shall not exceed RM19 million.

On 26 May 2010, the Board further resolved to increase the total shares to be purchased under the ESTS to 25 million ordinary shares and the amount required to purchase the shares shall not exceed RM25 million. Subsequently on 28 April 2011, the Board further resolved to increase the amount required to purchase the ESTS Shares from RM25 million to RM27 million.

On 30 October 2013, the Trustee received 1,312,499 ordinary shares of the Company being dividend-in-specie by way of distribution of treasury shares on the basis of one (1) treasury share for every twenty (20) existing ESTS Shares held. Further details are disclosed in Note 33 to the fi nancial statements.

DIRECTORS

The directors of the Company in offi ce since the date of the last report and at the date of this report are:

Tan Sri Mohamed Azman bin YahyaTan Sri Nik Mohamed bin Nik YaacobDato’ Robert Teo Keng TuanChin Jit PyngLee Siew Choong

The names of the directors of the subsidiaries of the Company since the beginning of the fi nancial year to the date of this report, not including those directors listed above are:

Stewart Tew Peng EngBu Teng ChengHazurin bin HarunKoay Beng HockFu Ka Onn Chou Kits’ngDato’ Soo Sze ChingHasniruddin bin HassimTang Juang YewHong Eng HockPong Wah CheongChoi Swee Ping

DIRECTORS’ BENEFITS

Neither at the end of the fi nancial year, nor at any time during that year, did there subsist any arrangement to which the Company was a party, whereby the directors might acquire benefi ts by means of acquisition of shares in or debentures of the Company or any other body corporate.

Since the end of the previous fi nancial year, no director has received or become entitled to receive a benefi t (other than benefi ts included in the aggregate amount of emoluments received or due and receivable by the directors as shown in Note 7 to the fi nancial statements or the fi xed salary of a full-time employee of the Company) by reason of a contract made by the Company or a related corporation with any director or with a fi rm of which the director is a member, or with a company in which the director has a substantial fi nancial interest, except as disclosed in Note 40 to the fi nancial statements.

The total amount of premium for Directors’ and offi cers’ insurance of the Company as at fi nancial year end is RM40,290.

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DIRECTORS’ INTERESTS

According to the register of directors’ shareholdings, the interests of directors in offi ce at the end of the fi nancial year in shares/warrants of the Company and its related corporations during the fi nancial year were as follows:

NUMBER OF ORDINARY SHARES 1 APRIL DURING THE YEAR 31 MARCH 2016 BOUGHT SOLD 2017

The Company

Direct interest:Tan Sri Mohamed Azman bin Yahya 8,715,000 - - 8,715,000Chin Jit Pyng 12,570,270 - - 12,570,270

Indirect interest:Tan Sri Mohamed Azman bin Yahya 60,165,000 - - 60,165,000Chin Jit Pyng 8,820,000 - - 8,820,000Dato’ Robert Teo Keng Tuan 11,025 - - 11,025

NUMBER OF WARRANTS 2013/2020 1 APRIL DURING THE YEAR 31 MARCH 2016 BOUGHT SOLD 2017

Direct interest:Tan Sri Mohamed Azman bin Yahya 17,178,749 - - 17,178,749Chin Jit Pyng 2,218,562 - - 2,218,562Lee Siew Choong 500,000 - (500,000) -

Indirect interest:Tan Sri Mohamed Azman bin Yahya 12,541,250 - - 12,541,250Chin Jit Pyng 600,000 - - 600,000Dato’ Robert Teo Keng Tuan 2,756 - - 2,756

By virtue of his interest in the shares of the Company, Tan Sri Mohamed Azman bin Yahya is deemed to be interested in the shares of all the subsidiaries of the Company to the extent that the Company has an interest.

None of the other director in offi ce at the end of the fi nancial year had any interest in the shares/warrants of the Company or its related corporations during the fi nancial year.

TREASURY SHARES

During the fi nancial year, the Company purchased 20,000 of its issued ordinary shares from the open market at an average price of RM0.69 per share. The total consideration paid for the purchase was RM13,800. The purchase transactions were fi nanced by internally generated funds. The shares purchased are being held as treasury shares in accordance with Section 127 of the Companies Act, 2016.

Of the total 310,000,000 (2016: 310,000,000) issued and fully paid ordinary shares as at 31 March 2017, 428,329 (2016: 408,329) are held as treasury shares by the Company. As at 31 March 2017, the number of ordinary shares in issue less the treasury shares is 309,571,671 (2016: 309,591,671).

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DIRECTORS’REPORT (CONT’D)

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DIRECTORS’ REPORT

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WARRANTS 2013/2020

On 19 November 2013, the Company issued 107,407,888 Warrants ("the Warrants") pursuant to the resolution where one Warrant is granted for every four existing ordinary shares held by the shareholders. The Warrants include 12,500,000 free warrants and 17,500,000 free warrants granted to the Employee Share Trust Scheme and to the directors of the Company respectively. Each Warrant entitled the holder to subscribe for 1 new ordinary share at an exercise price of RM1.10 each.

The main features of the Warrants are as follows:

(i) Each Warrant entitles the registered holder at any time during the exercise period to subscribe for one new ordinary share in the Company at an exercise price of RM1.10.

(ii) The Warrants shall be exercisable at any time within 7 years commencing on and including the date of the issuance of the Warrants. Any Warrants which are not exercised during the exercise period shall thereafter lapse and cease to be valid.

(iii) The exercise price and the number of Warrants are subject to adjustment in the event of alteration to the share capital of the Company in accordance with the provisions set out in the deed poll.

(iv) All new ordinary shares to be issued arising from the exercise of the Warrants shall rank pari passu in all respects with the then existing ordinary shares of the Company except that such new ordinary shares shall not be entitled to any dividends, rights, allotments and other distributions on or prior to the date of allotment of the new ordinary shares arising from the exercise of the Warrants.

INDEMNIFICATION OF AUDITORS

No indemnity has been paid to the auditors of the Company.

OTHER STATUTORY INFORMATION

(a) Before the statements of comprehensive income and statements of fi nancial position of the Group and of the Company were made out, the directors took reasonable steps:

(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts and satisfi ed themselves that all known bad debts had been written off and that adequate allowance had been made for doubtful debts; and

(ii) to ensure that any current assets which were unlikely to realise their values as shown in the accounting records in the ordinary course of business had been written down to an amount which they might be expected so to realise.

(b) At the date of this report, the directors are not aware of any circumstances which would render:

(i) the amount written off for bad debts or the amount of allowance for doubtful debts in these fi nancial statements inadequate to any substantial extent; and

(ii) the values attributed to the current assets in the fi nancial statements of the Group and of the Company misleading.

(c) At the date of this report, the directors are not aware of any circumstances which have arisen which would render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.

(d) At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or fi nancial statements of the Group and of the Company which would render any amount stated in the fi nancial statements misleading.

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DIRECTORS’ REPORT

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OTHER STATUTORY INFORMATION (CONT’D)

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

(i) any charge on the assets of the Group or of the Company which has arisen since the end of the fi nancial year which secures the liabilities of any other person; or

(ii) any contingent liability of the Group or of the Company which has arisen since the end of the fi nancial year.

(f) In the opinion of the directors:

(i) no contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the end of the fi nancial year which will or may aff ect the ability of the Group or of the Company to meet their obligations as and when they fall due; and

(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the fi nancial year and the date of this report which is likely to aff ect substantially the results of the operations of the Group or of the Company for the fi nancial year in which this report is made.

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR

Details of the signifi cant events during the fi nancial year are disclosed in Note 41 to the fi nancial statements.

AUDITORS

The auditors, Ernst & Young, have expressed their willingness to continue in offi ce.

Auditors’ remuneration are disclosed in Note 9 to the fi nancial statements.

Signed for and on behalf of the Board in accordance with a resolution of the directors dated 8 June 2017.

Tan Sri Mohamed Azman bin Yahya Chin Jit Pyng

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STATEMENT BY DIRECTORSPURSUANT TO SECTION 251(2) OF THE COMPANIES ACT, 2016

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STATEMENT BY DIRECTORS

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We, Tan Sri Mohamed Azman bin Yahya and Chin Jit Pyng, being two of the directors of Symphony Life Berhad, do hereby state that, in the opinion of the directors, the accompanying fi nancial statements as set out on pages 79 to 152 are drawn up in accordance with the requirements of the Companies Act, 2016 and applicable Financial Reporting Standards in Malaysia so as to give a true and fair view of the fi nancial position of the Group and of the Company as at 31 March 2017 and of their results and cash fl ows for the year then ended.

Further to the statement by directors pursuant to Section 251(2) of the Companies Act, 2016, the information set out in Note 47 on page 153 to the fi nancial statements have been prepared in accordance with the Guidance on Special Matter No.1, Determination of Realised and Unrealised Profi ts or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad’s Main Market Listing Requirements, as issued by the Malaysian Institute of Accountants.

Signed for and on behalf of the Board in accordance with a resolution of the directors dated 8 June 2017.

Tan Sri Mohamed Azman bin Yahya Chin Jit Pyng

STATUTORYDECLARATIONPURSUANT TO SECTION 251(1)(b) OF THE b) OF THE bCOMPANIES ACT, 2016

I, Hazurin bin Harun, being the offi cer primarily responsible for the fi nancial management of Symphony Life Berhad, do solemnly and sincerely declare that the accompanying fi nancial statements as set out on pages 79 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.

Subscribed and solemnly declared bythe abovenamed Hazurin bin Harun atKuala Lumpur in the Federal Territory Hazurin bin Harunon 8 June 2017

Before me,YM Tengku Fariddudin bin Tengku SulaimanNo. W533Commissioner of Oath

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INDEPENDENT AUDITORS’ REPORTTO THE MEMBERS OF SYMPHONY LIFE BERHAD (INCORPORATED IN MALAYSIA)

INDEPENDENT AUDITORS’ REPORT

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REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS

Opinion

We have audited the fi nancial statements of Symphony Life Berhad, which comprise the statements of fi nancial position as at 31 March 2017 of the Group and of the Company, and the statements of comprehensive income, statements of changes in equity and statements of cash fl ows of the Group and of the Company for the year then ended, and notes to the fi nancial statements, including a summary of signifi cant accounting policies, as set out on pages 79 to 152.

In our opinion, the accompanying fi nancial statements give a true and fair view of the fi nancial position of the Group and of the Company as at 31 March 2017, and of their fi nancial performance and cash fl ows for the year then ended in accordance with Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia.

Basis of 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 fi nancial statements section of our report. We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion.

Independence and other ethical responsibilities

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 fulfi lled our other ethical responsibilities in accordance with the By-Laws and the IESBA Code.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most signifi cance in our audit of the fi nancial statements of the Group and of the Company for the current year. These matters were addressed in the context of our audit of the fi nancial statements of the Group and of the Company as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have fulfi lled the responsibilities described in the Auditors’ responsibilities for the audit of the fi nancial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the fi nancial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis of our audit opinion on the accompanying fi nancial statements.

Recognition of revenue and cost on property development projects(Refer to Note 3 and 4 to the fi nancial statements)

A signifi cant proportion of the Group’s revenues and profi ts are derived from property development contracts which span more than one accounting period. For the fi nancial year ended 31 March 2017, property development revenue of RM223.10 million and cost of sales of RM172.37 million accounted for approximately 96% and 100% of the Group’s revenue and cost of sales respectively. The Group uses the percentage-of-completion method in accounting for these property development contracts.

We identifi ed revenue and cost of sales from property development activities as areas requiring audit focus as signifi cant management’s judgement and estimates are involved in estimating the total property development costs which include the common infrastructure costs (which is used to determine the percentage of completion and gross profi t margin of the property development activities undertaken by the Group).

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INDEPENDENT AUDITORS’ REPORT (CONT’D)TO THE MEMBERS OF SYMPHONY LIFE BERHAD (INCORPORATED IN MALAYSIA)

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Key Audit Matters (cont’d)

Recognition of revenue and cost on property development projects (cont’d)

To address these areas of audit focus, we performed, amongst others, the following procedures:

1. We obtained an understanding of the internal controls over the accuracy and timing of revenue recognised in the fi nancial statements, including controls performed by management in estimating the total property development cost, profi t margin and percentage-of-completion of the property development activities;

2. For signifi cant property development phase, we read the sale and purchase agreements entered into with the customers to obtain an understanding of the specifi c terms and conditions;

3. We evaluated the assumptions applied in estimating the total property development cost including the provisions and allocations of common infrastructure costs for the property development projects by examining documentary evidence such as letters of award issued to contractors to support the total budgeted costs. We also considered the historical accuracy of management’s forecasts for the similar property development projects in evaluating the estimated total property development costs;

4. We evaluated the determination of percentage-of-completion by examining supporting evidence such as contractors’ progress claims and suppliers’ invoices; and

5. We observed the progress of the property development phases by performing site visit and examined physical progress reports. We also discussed the status of on-going property development phases with management, fi nance personnel and project offi cials.

Impairment review of goodwill(Refer to Note 20 to the fi nancial statements)

As at 31 March 2017, the carrying amount of goodwill recognised by the Group amounted to RM10.33 million. This goodwill relates to the subsidiaries principally engaged in property development activities. The Group is required to perform annual impairment test of the cash generating units (CGUs) or groups of CGUs to which this goodwill has been allocated. The Group estimated the recoverable amount of its CGUs or groups of CGUs to which the goodwill is allocated based on value-in-use (VIU).

Due to the signifi cance of the amount and the complexity and subjectivity involved in the annual impairment test, we consider this impairment test to be an area of audit focus. In addressing this area of focus, we performed, amongst others, the following procedures:

(a) Obtained an understanding of the relevant internal controls over estimating the recoverable amount of the CGUs or groups of CGUs;

(b) Evaluated the assumptions applied in the determination of estimated selling prices of future development projects in light of supporting evidence such as transactions from National Property Information Centre and external market outlook report;

(c) Evaluated the assumptions applied in estimating the expected take up rate for each development phase by comparing to the actual take up rate of similar completed development phases in previous years; and

(d) Considered the historical accuracy of management’s estimates of profi ts (and the resulting cash fl ows) for similar completed property development activities in previous years.

We have also evaluated the adequacy of the Group’s disclosures of each key assumption on which the Group has based its cash fl ow projections. Key assumptions are those to which the recoverable amount is most sensitive, as disclosed in Note 20 to the fi nancial statements.

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INDEPENDENT AUDITORS’ REPORT

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Key Audit Matters (cont’d)

Information other than the fi nancial statements and auditors’ report thereon

The directors of the Company are responsible for the other information. The other information comprises the directors’ report, but does not include the fi nancial statements of the Group and of the Company and our auditors’ report thereon, which we obtained prior to the date of this auditors’ report, and the other information included in Group’s 2017 Annual Report, which is expected to be made available to us after the date of this auditors’ report.

Our opinion on the fi nancial 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 fi nancial 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 fi nancial 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 on the directors’ report that we obtained prior to the date of this auditors’ report, we conclude that there is a material misstatement of this directors’ report, we are required to report that fact. We have nothing to report in this regard.

When we read the other information included in the Group’s 2017 Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to the directors of the Company and take appropriate action.

Responsibilities of the directors for the fi nancial statements

The directors of the Company are responsible for the preparation of fi nancial statements of the Group and of the Company that give a true and fair view in accordance with Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia. The directors are also responsible for such internal control as the directors determine is necessary to enable the preparation of fi nancial statements of the Group and of the Company that are free from material misstatement, whether due to fraud or error.

In preparing the fi nancial 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.

Auditor’s responsibilities for the audit of the consolidated fi nancial statements

Our objectives are to obtain reasonable assurance about whether the fi nancial 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 infl uence the economic decisions of users taken on the basis of these fi nancial 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 fi nancial 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 suffi cient 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 eff ectiveness of the entity’s internal control.

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INDEPENDENTAUDITORS’ REPORT (CONT’D)TO THE MEMBERS OF SYMPHONY LIFE BERHAD (INCORPORATED IN MALAYSIA)

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INDEPENDENT AUDITORS’ REPORT

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Auditor’s responsibilities for the audit of the consolidated fi nancial statements (cont’d)

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

• 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 signifi cant doubt on the Group’s or 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 fi nancial statements of the Group and of the Company or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group or the Company to cease to continue as a going concern.

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

• Obtain suffi cient appropriate audit evidence regarding the fi nancial information of the entities or business activities within the Group to express an opinion on the fi nancial 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 signifi cant audit fi ndings, including any signifi cant defi ciencies in internal control that we identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the directors, we determine those matters that were of most signifi cance in the audit of the fi nancial 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 benefi ts of such communication.

OTHER REPORTING RESPONSIBILITIES

The supplementary information set out in Note 47 on page 153 is disclosed to meet the requirement of Bursa Malaysia Securities Berhad and is not part of the fi nancial statements. The directors are responsible for the preparation of the supplementary information in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profi ts or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants ("MIA Guidance") and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad.

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.

Ernst & Young Kua Choo KaiAF: 0039 No. 2030/03/18(J)Chartered Accountants Chartered Accountant

Kuala Lumpur, Malaysia8 June 2017

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STATEMENTS OF COMPREHENSIVE INCOMEFOR THE FINANCIAL YEAR ENDED 31 MARCH 2017

STATEMENTS OF COMPREHENSIVE INCOME

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GROUP COMPANY 2017 2016 2017 2016 NOTE RM’000 RM’000 RM’000 RM’000

Revenue 3 232,690 144,279 21,197 9,420Cost of sales 4 (172,369)(172,369) (91,121) (91,121) - -Gross profi t 60,321 53,158 21,197 9,420Other income 5 14,930 14,446 21,770 21,590 Employee benefi ts expense 6 (20,740) (15,695) (6,221) (4,444)Depreciation and amortisation 8 (2,186) (2,276) (194) (285)Other expenses 9 Other expenses 9 (29,432)(29,432) (26,162) (26,162) (7,556)(7,556) (6,431) (6,431)Operating profi t 22,893 23,471 28,996 19,850 Other investing activities results 10 (2,395) (4,659) (2,338) (4,401)Share of results of associates and jointly controlled entities 11 20,860 3,408 - - Finance costs 12 (7,447) (7,447) (4,639) (4,639) (9,006) (9,006) (9,680) (9,680)Profi t before taxation 33,911 17,581 17,652 5,769 Income tax 13 (3,652)(3,652) (6,594) (6,594) (2,825)(2,825) (2,555) (2,555)Profi t net of tax 30,259 10,987 14,827 3,214 Other comprehensive income - - - - Total comprehensive income

for the year 30,25930,259 10,987 14,82714,827 3,214

Profi t attributable to:Equity holders of the Company 31,822 13,194 14,827 3,214 Non-controlling interests (1,563)(1,563) (2,207) - - (2,207) - - 30,25930,259 10,987 14,827 14,827 3,214

Total comprehensive income attributable to:Equity holders of the Company 31,822 13,194 14,827 3,214 Non-controlling interests (1,563)(1,563) (2,207) - - (2,207) - - 30,25930,259 10,987 14,827 14,827 3,214

Earnings per share attributable to equity holders of the Company (sen)- basic, profi t for the year 14 11.28 4.68

The accompanying accounting policies and explanatory information form an integral part of the fi nancial statements.

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STATEMENT OF FINANCIAL POSITIONAS AT 31 MARCH 2017

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STATEMENT OF FINANCIAL POSITION

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2017 2016 NOTE RM’000 RM’000

Group

AssetsNon-current assetsProperty, plant and equipment 16 96,595 79,684 Land held for property development 17(a) 221,775 213,079 Investment properties 18 40,215 41,100 Land use rights 19 18 28 Goodwill 20 10,327 10,327 Investment in associate 22 - - Investment in jointly controlled entities 23 46,715 20,855 Investment securities 24 10,504 12,897 Other receivable 26 - 18,519 Deferred tax assets 37 12,50912,509 9,960 438,658438,658 406,449

Current assetsProperty development costs 17(b) 342,699 367,788 Inventories 25 82,211 34,351 Investment securities 24 188 190 Trade and other receivables 26 209,957 154,871 Other current assets 27 58,436 54,557 Tax recoverable 16,170 15,269 Cash and bank balances 29 44,746 44,746 101,880 754,407754,407 728,906 Total assets 1,193,065 1,193,065 1,135,355

Equity and liabilitiesEquity attributable to equity holders of the CompanyShare capital 30 310,000 310,000 Treasury shares 30 (351) (337)Capital reserve 31 30,815 30,815 Other reserves 31 (30,414) (29,913)Retained profi ts 32 324,967 298,785 Shares held by ESTS Trust 33 Shares held by ESTS Trust 33 (25,444)(25,444) (25,444) (25,444)Shareholders’ equity 609,573 583,906 Non-controlling interests Non-controlling interests (1,673)(1,673) (673) (673)Total equity Total equity Total equity 607,900 607,900 583,233

Non-current liabilitiesBorrowings 34 246,285 288,940 Deferred income 35 41,792 45,609 288,077 334,549 Current liabilitiesTrade and other payables 35 159,187 130,766 Other current liabilities 36 - 14,720 Borrowings 34 132,189 65,685 Current tax payable Current tax payable 5,7125,712 6,402 297,088 297,088 217,573 Total liabilities 585,165 585,165 552,122 Total equity and liabilities 1,193,0651,193,065 1,135,355

The accompanying accounting policies and explanatory information form an integral part of the fi nancial statements.

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STATEMENT OF FINANCIAL POSITION

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2017 2016 NOTE RM’000 RM’000

Company

AssetsNon-current assetsProperty, plant and equipment 16 437 599 Investment in subsidiaries 21 516,589 489,690Investment in associate 22 - 2 Investment in jointly controlled entities 23 27,000 22,000 Investment securities 24 6,721 9,060 Deferred tax assets 37 42 42 550,789550,789 521,393

Current assetsTrade and other receivables 26 112,990 128,175 Other current assets 27 426 1,846 Cash and bank balances 29 15,39615,396 68,277 128,812128,812 198,298 Total assets 679,601679,601 719,691

Equity and liabilitiesEquity attributable to equity holders of the CompanyShare capital 30 310,000 310,000 Treasury shares 30 (351) (337)Capital reserve 31 10,815 10,815 Other reserves 31 2,275 2,275 Retained profi ts 32 209,458 200,271 Shares held by ESTS Trust 33 Shares held by ESTS Trust 33 (25,444)(25,444) (25,444) (25,444)Shareholders’ equity Shareholders’ equity 506,753506,753 497,580 Total equity Total equity Total equity 506,753 506,753 497,580

Non-current liabilityBorrowings 34 Borrowings 34 80,00080,000 150,000 80,00080,000 150,000 Current liabilitiesTrade and other payables 35 21,466 54,017 Borrowings 34 71,300 18,000 Current tax payable 82 94 92,84892,848 72,111 Total liabilities 172,848172,848 222,111 Total equity and liabilities 679,601679,601 719,691

The accompanying accounting policies and explanatory information form an integral part of the fi nancial statements.

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STATEMENTS OF CHANGES IN EQUITYFOR THE FINANCIAL YEAR ENDED 31 MARCH 2017

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GROUP COMPANY 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000

Cash fl ows from operating activities

Profi t before taxation 33,911 17,581 17,652 5,769 Adjustments for: Amortisation of land use rights 10 10 - - Amortisation of investment properties 942 953 - - Depreciation of property, plant and equipment 1,234 1,313 194 285 Dividend income (1,337) (852) (14,791) (5,261) Net gain on disposals of property, plant and equipment (77) (553) - (180) Interest expense 7,447 4,639 9,006 9,680 Interest income (6,109) (5,091) (21,678) (20,233) Loss on fi nancial assets at fair value through profi t or loss 2,395 4,667 2,338 4,440 Allowance for doubtful debts 259 7 4 31 Property, plant and equipment written off 26 - 3 - Net (gain)/loss arises from derecognition of investment in associate - (8) - 32 Share of results of jointly controlled entities (20,860) (3,408) - - Unwinding of interest 1,481 2,855 - - Unwinding of deferred income 2,650 1,565 - - Waiver of debts due to subsidiaries - - - (71) Write back of allowance for doubtful debts (118)(118) (152) (152) - (469) (469)Operating profi t/(loss) before working capital changes 21,854 23,526 (7,272) (5,977)Changes in working capital: Land held for property development (8,694) 442 - - Property development costs (34,621) (39,685) - - Inventories 15,094 18,445 - - Receivables (42,060) 71,469 16,604 63,567 Payables 7,214 (52,793) (32,551) 11,719 Interest paid (7,447) (4,639) (9,006) (9,680)Interest received 6,109 5,091 21,678 20,233 Net taxes paid (7,792) (7,792) (13,816) (13,816) (2,837) (2,837) (2,545) (2,545)Net cash (used in)/generated from operating activities (50,343) (50,343) 8,040 (13,384)(13,384) 77,317

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GROUP COMPANY 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000

Cash fl ows from investing activities

Dividends received from:- subsidiary - - 14,349 4,500 - equity instrument (quoted) 1,337 852 442 761 Additional subscription of shares by non-controlling interest in subsidiaries 62 - - - Additional subscription of shares in a jointly controlled entity (5,000) (2,000) (5,000) (2,000)Additional subscription of shares in subsidiaries - - (26,899) - Proceeds from disposals of:- property, plant and equipment 421 901 - 180 - investment in associate - 68 - 68 Subsequent expenditure on investment properties (57) (360) - - Purchase of property, plant and equipment (21,749)(21,749) (15,260) (15,260) (35)(35) (612) (612)Net cash (used in)/generated from investing activities (24,986) (24,986) (15,799) (15,799) (17,143) (17,143) 2,897

Cash fl ows from fi nancing activities

Net drawdown/(repayment) of:- term loans 94,155 44,150 80,000 (23,300)- other short term borrowings 78,300 (26,300) 53,300 (26,300)- islamic medium term notes (150,000) - (150,000) - Uplifts/(Placements) of short term deposits with licensed banks 67,911 (28,734) 65,776 (26,584)Dividend paid (5,640) (14,098) (5,640) (14,098)Purchase of treasury shares Purchase of treasury shares (14)(14) (17) (17) (14) (14) (17) (17)Net cash generated from/(used in) fi nancing activities fi nancing activities 84,712 84,712 (24,999) (24,999) 43,422 43,422 (90,299) (90,299)

Net increase/(decrease) in cash and cash equivalents 9,383 (32,758) 12,895 (10,085)Cash and cash equivalents at beginning of the fi nancial year 32,703 32,703 65,461 2,501 2,501 12,586 Cash and cash equivalents at end of the fi nancial year (Note 29) 42,08642,086 32,703 15,396 15,396 2,501

The accompanying accounting policies and explanatory information form an integral part of the fi nancial statements.

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1. Corporate information

The Company is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the Main Market of the Bursa Malaysia Securities Berhad. The registered offi ce and principal place of business of the Company are located at Level 9, Symphony House, Dana 1 Commercial Centre, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan.

The principal activities of the Company are property development, property investment and investment holding.

The principal activities of the subsidiaries and associates are as set out in Notes 21 and 22.

There were no signifi cant changes in the nature of these principal activities during the fi nancial year.

The fi nancial statements, which are presented in Ringgit Malaysia, were authorised for issue by the Board of Directors in accordance with a resolution of the directors on 8 June 2017.

2. Signifi cant accounting policies

2.1 Basis of preparation

The fi nancial statements of the Group and of the Company have been prepared in accordance with Financial Reporting Standards and the requirements of the Companies Act, 2016 in Malaysia. At the beginning of the current fi nancial year, the Group and the Company adopted new and revised FRSs which are mandatory for fi nancial periods beginning on or after 1 January 2016 as described fully in Note 2.2.

The fi nancial statements have been prepared on the historical cost basis except as disclosed in the accounting policies below.

The fi nancial statements are presented in Ringgit Malaysia (RM) and all values are rounded to the nearest thousand (RM’000) except when otherwise indicated.

2.2 Changes in accounting policies

On 1 April 2016, the Group and the Company adopted the following new and amended FRSs which are eff ective for annual fi nancial periods beginning on or after 1 January 2016.

Description

• Annual Improvements to FRSs 2012-2014 Cycle • Amendments to FRS 116 and FRS 138: Clarifi cation of Acceptable Methods of Depreciation and Amortisation • Amendments to FRS 11: Accounting for Acquisitions of Interests in Joint Operations • Amendment to FRS 101: Disclosure Initiatives • Amendment to FRS 10, FRS 12 and FRS 128: Investment Entities: Applying the Consolidation Exception • Amendments to FRS 127: Equity Method in Separate Financial Statements • FRS 14: Regulatory Deferral Accounts

Adoption of the above amendments to standards did not have any material eff ect on the fi nancial performance or position of the Group and of the Company.

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2. Signifi cant accounting policies (cont’d)

2.3 Standards issued but not yet eff ective

The standards and interpretations that are issued but not yet eff ective up to the date of issuance of the Group’s and the Company’s fi nancial statements are disclosed below. The Group and the Company intend to adopt these standards, if applicable, when they become eff ective.

EFFECTIVE FOR ANNUAL PERIODS BEGINNING ON DESCRIPTION OR AFTER

• FRS 107: Disclosures Initiatives (Amendments to FRS 107) 1 January 2017 • FRS 112: Recognition of Deferred Tax for Unrealised Losses (Amendments to FRS 112) 1 January 2017 • FRS 2: Classifi cation and Measurement of Share-based Payment Transactions (Amendments to FRS 2) 1 January 2018 • FRS 9: Financial Instruments 1 January 2018 • MFRS 15: Revenue from Contracts with Customers 1 January 2018 • Amendments to FRS 1: First-time Adoption of Malaysian Financial Reporting Standards 1 January 2018 • Amendments to FRS 12: Disclosure of Interests in Other Entities 1 January 2018 • Amendments to FRS 128: Investments in Associates and Joint Ventures 1 January 2018 • Amendments to FRS 140: Transfer of Investment Property 1 January 2018Transfer of Investment Property 1 January 2018Transfer of Investment Property • IC Interpretation 22: Foreign Currency Transactions and Advance Consideration 1 January 2018 • FRS 16: Leases 1 January 2019 • Amendments to FRS 10 and FRS 128: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture Deferred

The Directors expect that the adoption of the above standards and interpretation will have no material impact on the fi nancial statements in the period of initial application except as discussed below:

FRS 9 Financial Instruments

In November 2014, Malaysian Accounting Standards Board ("MASB") issued the fi nal version of FRS 9: Financial Instruments which refl ects all phases of the fi nancial instruments project and replaces FRS 139: Financial Instruments: Recognition and Measurement and all previous versions of FRS 9. The standard Financial Instruments: Recognition and Measurement and all previous versions of FRS 9. The standard Financial Instruments: Recognition and Measurementintroduces new requirements for classifi cation and measurement, impairment and hedge accounting. FRS 9 is eff ective for annual periods beginning on or after 1 January 2018, with early application permitted. Retrospective application is required, but comparative information is not compulsory. The adoption of FRS 9 will have an eff ect on the classifi cation and measurement of the Group’s and of the Company’s fi nancial assets, but no impact on the classifi cation and measurement of the Group’s and of the Company’s fi nancial liabilities.

FRS 16 Leases

FRS 16 will replace FRS 117: Leases, IC Interpretation 4: Determining whether an Arrangement contains a Lease, IC Interpretation 115: Operating Lease-Incentives and IC Interpretation 127: Evaluating the Substance of Transactions Involving the Legal Form of a Lease. FRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leases under a single on-balance sheet model similar to the accounting for fi nance leases under FRS 117.

At the commencement date of a lease, a lessee will recognise a liability to make lease payments and an asset representing the right to use the underlying asset during the lease term. Lessees will be required to recognise interest expense on the lease liability and the depreciation expense on the right-of-use asset.

Lessor accounting under FRS 16 is substantially the same as the accounting under FRS 117. Lessors will continue to classify all leases using the same classifi cation principle as in FRS 117 and distinguish between two types of leases: operating and fi nance leases.

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2. Signifi cant accounting policies (cont’d)

2.3 Standards issued but not yet eff ective (cont’d)

FRS 16 Leases (cont’d)

FRS 16 is eff ective for annual periods beginning on or after 1 January 2019. Early application is permitted but not before an entity applies MFRS 15. A lessee can choose to apply the standard using either a full retrospective or a modifi ed retrospective approach. The Group is currently assessing the impact of adopting FRS 16 and plans to adopt the new standard on the required eff ective date.

Amendments to FRS 10 and FRS 128: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture

The amendments clarify that:

- gains and losses resulting from transactions involving assets that do not constitute a business, between investor and its associate or joint venture are recognised in the entity’s fi nancial statements only to the extent of unrelated investors’ interests in the associate or joint venture; and

- gains and losses resulting from transactions involving the sale or contribution of assets to an associate of a joint venture that constitute a business is recognised in full.

The amendments are to be applied prospectively to the sale or contribution of assets occurring in annual periods beginning on or after a date to be determined by Malaysian Accounting Standards Board. Earlier application is permitted. These amendments are not expected to have any impact on the Group.

Malaysian Financial Reporting Standards ("MFRS Framework")

On 19 November 2011, the MASB issued a new MASB approved accounting framework, the MFRS Framework. The MFRS Framework comprises Standards as issued by the International Accounting Standards Board ("IASB") that are eff ective on 1 January 2012. It also comprises new/revised Standards that will be eff ective after 1 January 2012. All other Standards under the FRS framework where no new/revised Standards that will be eff ective after 1 January 2012 will transition to MFRS Framework with no further amendments.

The MFRS Framework is to be applied by all entities other than private entities with the exception of entities that are within the scope of MFRS 141: Agriculture and IC Interpretation 15: Agreements for Construction of Real Estates, including its parent, signifi cant investor and venturer ("Transitioning Entities").

On 8 September 2015, the MASB announced that the eff ective date of MFRS 15: Revenue from Contracts with Customers will be deferred to annual periods beginning on or after 1 January 2018. As a result, the eff ective date for Transitioning Entities to apply the Malaysian Financial Reporting Standards (MFRSs) will also be deferred to annual periods beginning on or after 1 January 2018.

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2. Signifi cant accounting policies (cont’d)

2.3 Standards issued but not yet eff ective (cont’d)

Malaysian Financial Reporting Standards ("MFRS Framework") (cont’d)

The Group falls within the scope defi nition of Transitioning Entities and have opted to defer adoption of the new MFRS Framework. Accordingly, the Group will be required to prepare fi nancial statements using the MFRS Framework in its fi rst MFRS fi nancial statements for the fi nancial year ending 31 March 2019. In presenting its fi rst MFRS fi nancial statements, the Group will be required to restate the comparative fi nancial statements to amounts refl ecting the application of MFRS Framework. The majority of the adjustments required on transition will be made, retrospectively, against opening retained profi ts.

The Group considers that it is achieving its scheduled milestones and expects to be in a position to fully comply with the requirements of the MFRS Framework for the fi nancial year ending 31 March 2019.

The subsidiaries within the Group which do not fall within the scope of Transitioning Entities have adopted the MFRS Framework. As the Group and the Company fall within the scope of Transitioning Entities, adjustments have been made to refl ect the consolidated fi nancial statements under FRSs.

MFRS 15: Revenue from Contracts with Customers

MFRS 15 establishes a new fi ve-step models that will apply to revenue arising from contracts with customers. MFRS 15 will supersede the current revenue recognition guidance including MFRS 118: Revenue, MFRS 111: Construction Contracts and the related interpretations when it becomes eff ective.

The core principle of MFRS 15 is that an entity should recognise revenue which depict the transfer of promised goods or services to customers in an amount that refl ects the consideration to which the entity expects to be entitled in exchange for those goods or services.

Under MFRS 15, an entity recognises revenue when (or as) a performance obligation is satisfi ed, i.e. when “control” of the goods or services underlying the particular performance obligation is transferred to the customer.

Either a full or modifi ed retrospective application is required for annual periods beginning on or after 1 January 2018 with early adoption permitted. The Group is currently assessing the impact of adopting MFRS 15 and plans to adopt the new standard on the required eff ective date.

2.4 Summary of signifi cant accounting policies

(a) Basis of consolidation

The consolidated fi nancial statements comprise the fi nancial statements of the Company and its subsidiaries as at the reporting date. The fi nancial statements of the subsidiaries used in the preparation of the consolidated fi nancial statements are prepared for the same reporting date as the Company. Consistent accounting policies are applied for like transactions and events in similar circumstances.

The Company controls an investee if and only if the Company has all the following:

(i) Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee);

(ii) Exposure, or rights, to variable returns from its investment with the investee; and

(iii) The ability to use its power over the investee to aff ect its returns.

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2. Signifi cant accounting policies (cont’d)

2.4 Summary of signifi cant accounting policies (cont’d)

(a) Basis of consolidation (cont’d)

Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

(i) The contractual arrangement with the other vote holders of the investee;

(ii) Rights arising from other contractual arrangements; and

(iii) The Group’s voting rights and potential voting rights.

The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated fi nancial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.

Profi t or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having defi cit balance. When necessary, adjustments are made to the fi nancial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash fl ows relating to transactions between members of the Group are eliminated in full on consolidation.

Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions.

If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, non-controlling interest and other components of equity while any resultant gain or loss is recognised in profi t or loss. Any investment retained is recognised at fair value.

(b) Business combinations

Acquisitions of subsidiaries 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 interests in the acquiree. The Group elects on a transaction-by-transaction basis whether to measure the non-controlling interests in the acquiree either at fair value or at the proportionate share of the acquiree’s identifi able net assets. Transaction costs incurred are expensed and included in administrative expenses.

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 FRS 139 either in profi t or loss or as a change to other comprehensive income. If the contingent consideration is classifi ed 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 FRS 139, it is measured in accordance with the appropriate FRS.

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2. Signifi cant accounting policies (cont’d)

2.4 Summary of signifi cant accounting policies (cont’d)

(b) Business combinations (cont’d)

When the Group acquires a business, it assesses the fi nancial assets and liabilities assumed for appropriate classifi cation 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 profi t or loss.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests over the net identifi able assets acquired and liabilities assumed. If this consideration is lower than fair value of the net assets of the subsidiary acquired, the diff erence is recognised in profi t or loss. The accounting policy for goodwill is set out in Note 2.4(e).

(c) Investment in subsidiaries

A subsidiary is an entity over which the Group has all the following:

(i) Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee);

(ii) Exposure, or rights, to variable returns from its investment with the investee; and

(iii) The ability to use its power over the investee to aff ect its returns.

In the Company’s separate fi nancial statements, investments in subsidiaries are accounted for at cost less impairment losses. On disposal of such investments, the diff erence between net disposal proceeds and their carrying amounts is included in profi t or loss.

(d) Investment in associates and joint ventures

An associate is an entity in which the Group has signifi cant infl uence. Signifi cant infl uence is the power to participate in the fi nancial and operating policy decisions of the investee but is not control or joint control over those policies.

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control.

The considerations made in determining signifi cant infl uence or joint control are similar to those necessary to determine control over subsidiaries.

On acquisition of an investment in associate or joint venture, any excess of the cost of investment over the Group’s share of the net fair value of the identifi able assets and liabilities of the investee is recognised as goodwill and included in the carrying amount of the investment. Any excess of the Group’s share of the net fair value of the identifi able assets and liabilities of the investee over the cost of investment is excluded from the carrying amount of the investment and is instead included as income in the determination of the Group’s share of the associate’s or joint venture’s profi t or loss for the period in which the investment is acquired.

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2. Signifi cant accounting policies (cont’d)

2.4 Summary of signifi cant accounting policies (cont’d)

(d) Investment in associates and joint ventures (cont’d)

An associate or a joint venture is equity accounted for from the date on which the investee becomes an associate or a joint venture.

Under the equity method, on initial recognition the investment in an associate or a joint venture is recognised at cost, and the carrying amount is increased or decreased to recognise the Group’s share of the net assets of the associate or joint venture since the date of acquisition.

Goodwill relating to the associate or joint venture is included in the carrying amount of the investment and is not tested for impairment individually.

The statement of profi t or loss refl ects the Group’s share of the results of operations of the associate or joint venture. Any change in OCI of those investees is presented as part of the Group’s OCI. In addition, when there has been a change recognised directly in the equity of the associate or joint venture, the Group recognises its share of any changes, when applicable, in the statement of changes in equity. Unrealised gains and losses resulting from transactions between the Group and the associate or joint venture are eliminated to the extent of the interest in the associate or joint venture.

The aggregate of the Group’s share of profi t or loss of an associate and a joint venture is shown on the face of the statement of profi t or loss outside operating profi t and represents profi t or loss after tax and non-controlling interests in the subsidiaries of the associate or joint venture.

The fi nancial statements of the associate or joint venture are prepared for the same reporting period as the Group. When necessary, adjustments are made to bring the accounting policies in line with those of the Group.

After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its investment in its associate or joint venture. At each reporting date, the Group determines whether there is objective evidence that the investment in the associate or joint venture is impaired. If there is such evidence, the Group calculates the amount of impairment as the diff erence between the recoverable amount of the associate or joint venture and its carrying value, and then recognises the loss as ‘Share of profi t of an associate and a joint venture’ in the statement of profi t or loss.

Upon loss of signifi cant infl uence over the associate or joint control over the joint venture, the Group measures and recognises any retained investment at its fair value. Any diff erence between the carrying amount of the associate or joint venture upon loss of signifi cant infl uence or joint control and the fair value of the retained investment and proceeds from disposal is recognised in profi t or loss.

In the Company’s separate fi nancial statements, investments in associates and joint ventures are accounted for at cost less impairment losses. On disposal of such investments, the diff erence between net disposal proceeds and their carrying amounts is included in profi t or loss.

(e) Goodwill

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 that are expected to benefi t from the synergies of the combination.

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 profi t or loss. Impairment losses recognised for goodwill are not reversed in subsequent periods.

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2. Signifi cant accounting policies (cont’d)

2.4 Summary of signifi cant accounting policies (cont’d)

(e) Goodwill (cont’d)

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.

(f) Property, plant and equipment and depreciation

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 benefi ts associated with the item will fl ow to the Group and the cost of the item can be measured reliably.

Subsequent to initial recognition, property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses except for the revaluation of certain freehold land. These freehold land of the Group have not been revalued since. The Directors have not adopted a policy of regular revaluation of such asset and no later valuation has been recorded.

Freehold land has an unlimited useful life and therefore is not depreciated.

Depreciation of other property, plant and equipment is provided for on a straight-line basis to write off the cost of each asset to its residual value over the estimated useful life, at the following annual rates:

Leasehold land 59 to 99 years Buildings and improvements 2% - 10% Offi ce equipment, furniture, fi xtures and fi ttings 10% - 25% Motor vehicles 15% - 20% Plant, machinery and equipment 7.5% - 40% Renovations 10% - 25% Quarry development 2 years

Work-in-progress included in property, plant and equipment are not depreciated as these assets are not yet available for use.

The residual values, useful life and depreciation method are reviewed at each fi nancial year-end to ensure that the amount, method and period of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benefi ts embodied in the items of property, plant and equipment.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefi ts are expected from its use or disposal. The diff erence between the net disposal proceeds, if any, and the net carrying amount is recognised in profi t or loss and the unutilised portion of the revaluation surplus on that item is taken directly to retained profi ts.

Development cost is incurred in relation to the development of quarry operations and is stated at cost less accumulated amortisation. Development cost incurred is written off on a straight-line basis over the economic useful lives of the quarry site upon commencement of extraction. The development is normally undertaken in phases and the useful lives of each phase is approximately two years.

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2. Signifi cant accounting policies (cont’d)

2.4 Summary of signifi cant accounting policies (cont’d)

(g) Investment properties

Investment properties are properties which are held either to earn rental income or for capital appreciation or for both. Such properties are measured initially at cost, including transaction costs. Investment properties are stated at cost less accumulated depreciation and impairment.

Amortisation of investment properties are provided for on a straight-line basis to write off the cost of each asset to its residual value over the estimated useful life, at the following annual rates:

Buildings and improvements 2% - 10% Offi ce equipment, furniture, fi xtures and fi ttings 10% - 25% Plant, machinery and equipment 10% Renovations 10%

A property interest under an operating lease is classifi ed and accounted for as an investment property on a property-by-property basis when the Group holds it to earn rentals or for capital appreciation or both. Any such property interest under an operating lease classifi ed as an investment property is carried at cost less accumulated depreciation.

Investment properties are derecognised when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefi t is expected from its disposal. Any gains or losses on the retirement or disposal of an investment property are recognised in profi t or loss in the year in which they arise.

(h) Land held for property development and property development costs

(i) Land held for property development

Land held for property development consists of land where no development activities have been carried out or where development activities are not expected to be completed within the normal operating cycle. Such land is classifi ed within non-current assets and is stated at cost less any accumulated impairment losses.

Land held for property development is reclassifi ed as property development costs at the point when development activities have commenced and where it can be demonstrated that the development activities can be completed within the normal operating cycle.

(ii) Property development costs

Property development costs comprise all costs that are directly attributable to development activities or that can be allocated on a reasonable basis to such activities.

When the fi nancial outcome of a development activity can be reliably estimated, property development revenue and expenses are recognised in the profi t or loss by using the stage of completion method. The stage of completion is determined by the proportion that property development costs incurred for work performed to date bear to the estimated total property development costs.

Where the fi nancial outcome of a development activity cannot be reliably estimated, property development revenue is recognised only to the extent of property development costs incurred that are probable will be recoverable, and property development costs on properties sold are recognised as an expense in the period in which they are incurred.

Any expected loss on a development project, including costs to be incurred over the defects liability period, is recognised as an expense immediately.

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2. Signifi cant accounting policies (cont’d)

2.4 Summary of signifi cant accounting policies (cont’d)

(h) Land held for property development and property development costs (cont’d)

(ii) Property development costs (cont’d)

Property development costs not recognised as an expense are recognised as an asset, which is measured at the lower of cost and net realisable value.

The excess of revenue recognised in the profi t or loss over billings to purchasers is classifi ed as accrued billings within other current assets and the excess of billings to purchasers over revenue recognised in the profi t or loss is classifi ed as progress billings within other current liabilities.

(i) Construction contracts

Where the outcome of a construction contract can be reliably estimated, contract revenue and contract costs are recognised as revenue and expenses respectively by using the stage of completion method. The stage of completion is measured by reference to the proportion of contract costs incurred for work performed to date to the estimated total contract costs.

Where the outcome of a construction contract cannot be reliably estimated, contract revenue is recognised to the extent of contract costs incurred that it is probable will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred.

When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.

When the total of costs incurred on construction contracts plus, recognised profi ts (less recognised losses), exceeds progress billings, the balance is classifi ed as amount due from customers on contracts. When progress billings exceed costs incurred plus, recognised profi ts (less recognised losses), the balance is classifi ed as amount due to customers on contracts.

(j) Impairment of non-fi nancial assets

The carrying amounts of the Group’s assets, other than investment properties, construction contract assets, property development costs, inventories, deferred tax assets and non-current assets (or disposal groups) held for sale, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated to determine the amount of impairment loss.

For goodwill, intangible assets that have an indefi nite useful life and intangible assets that are not yet available for use, the recoverable amount is estimated at each reporting date or more frequently when indicators of impairment are identifi ed.

For the purpose of impairment testing of these assets, recoverable amount is determined on an individual asset basis unless the asset does not generate cash fl ows that are largely independent of those from other assets. If this is the case, recoverable amount is determined for the cash-generating unit (CGU) to which the asset belongs to. Goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s CGUs, or groups of CGUs, that are expected to benefi t from the synergies of the combination, irrespective of whether other assets or liabilities of the Group are assigned to those units or groups of units.

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2. Signifi cant accounting policies (cont’d)

2.4 Summary of signifi cant accounting policies (cont’d)

(j) Impairment of non-fi nancial assets (cont’d)

An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash fl ows are discounted to their present value using a pre-tax discount rate that refl ects current market assessments of the time value of money and the risks specifi c to the asset. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. Impairment losses recognised in respect of a CGU or groups of CGUs are allocated fi rst 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 profi t 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.

Impairment loss on goodwill is not reversed in a subsequent period. An impairment loss for an asset other than goodwill is reversed if, and 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. The carrying amount of an asset, other than goodwill, is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of amortisation or depreciation) had no impairment loss been recognised for the asset in prior years. A reversal of impairment loss for an asset, other than goodwill, is recognised in profi t or loss, unless the asset is carried at revalued amount, in which case, such reversal is treated as a revaluation increase.

(k) Inventories

Inventories are stated at lower of cost and net realisable value.

The costs of completed properties, determined on the specifi c identifi cation basis, comprise cost of land, construction and appropriate development expenditure.

Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

(l) Fair value measurement

The Group measures fi nancial instruments, such as, derivatives fi nancial assets at fair value at each reporting date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

(i) In the principal market for the asset or liability; or (ii) In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible to by the Group.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

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2. Signifi cant accounting policies (cont’d)

2.4 Summary of signifi cant accounting policies (cont’d)

(l) Fair value measurement (cont’d)

A fair value measurement of a non-fi nancial asset takes into account a market participant’s ability to generate economic benefi ts by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which suffi cient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the fi nancial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is signifi cant to the fair value measurement as a whole:

(i) Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities (ii) Level 2 - Valuation techniques for which the lowest level input that is signifi cant to the fair value measurement is directly or indirectly observable (iii) Level 3 - Valuation techniques for which the lowest level input that is signifi cant to the fair value measurement is unobservable

For assets and liabilities that are recognised in the fi nancial statements on a recurring basis, the Group determines whether transfers have occurred between Levels in the hierarchy by reassessing categorisation (based on the lowest level input that is signifi cant to the fair value measurement as a whole) at the end of each reporting period.

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

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

(m) Financial assets

The Group and the Company determine the classifi cation of their fi nancial assets at initial recognition, and the categories include fi nancial assets at fair value through profi t or loss, loans and receivables, held-to-maturity investments and available-for-sale fi nancial assets.

(i) Financial assets at fair value through profi t or loss

Financial assets are classifi ed as fi nancial assets at fair value through profi t or loss if they are held for trading or are designated as such upon initial recognition. Financial assets held for trading are derivatives (including separated embedded derivatives) or fi nancial assets acquired principally for the purpose of selling in the near term.

Subsequent to initial recognition, fi nancial assets at fair value through profi t or loss are measured at fair value. Any gains or losses arising from changes in fair value are recognised in profi t or loss. Net gains or net losses on fi nancial assets at fair value through profi t or loss do not include exchange diff erences, interest and dividend income. Exchange diff erences, interest and dividend income on fi nancial assets at fair value through profi t or loss are recognised separately in profi t or loss as part of other losses or other income.

Financial assets at fair value through profi t or loss could be presented as current or non-current. Financial assets that are held primarily for trading purposes are presented as current whereas fi nancial assets that are not held primarily for trading purposes are presented as current or non-current based on the settlement date.

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2. Signifi cant accounting policies (cont’d)

2.4 Summary of signifi cant accounting policies (cont’d)

(m) Financial assets (cont’d)

(ii) Loans and receivables

Financial assets with fi xed or determinable payments that are not quoted in an active market are classifi ed as loans and receivables.

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

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

(iii) Held-to-maturity investments

Financial assets with fi xed or determinable payments and fi xed maturity are classifi ed as held-to-maturity when the Group has the positive intention and ability to hold the investment to maturity.

Subsequent to initial recognition, held-to-maturity investments are measured at amortised cost using the eff ective interest method. Gains and losses are recognised in profi t or loss when the held-to-maturity investments are derecognised or impaired, and through the amortisation process.

Held-to-maturity investments are classifi ed as non-current assets, except for those having maturity within 12 months after the reporting date which are classifi ed as current.

(iv) Available-for-sale fi nancial assets

Available-for-sale fi nancial assets are fi nancial assets that are designated as available for sale or are not classifi ed in any of the three preceding categories.

After initial recognition, available-for-sale fi nancial assets are measured at fair value. Any gains or losses from changes in fair value of the fi nancial assets are recognised in other comprehensive income, except that impairment losses, foreign exchange gains and losses on monetary instruments and interest calculated using the eff ective interest method are recognised in profi t or loss. The cumulative gain or loss previously recognised in other comprehensive income is reclassifi ed from equity to profi t or loss as a reclassifi cation adjustment when the fi nancial asset is derecognised. Interest income calculated using the eff ective interest method is recognised in profi t or loss.

Dividends on an available-for-sale equity instrument are recognised in profi t 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 fi nancial assets are classifi ed as non-current assets unless they are expected to be realised within 12 months after the reporting date.

A fi nancial asset is derecognised when the contractual right to receive cash fl ows from the asset has expired. On derecognition of a fi nancial asset in its entirety, the diff erence 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 profi t or loss.

Regular way purchases or sales are purchases or sales of fi nancial assets that require delivery of assets within the period generally established by regulation or convention in the marketplace concerned. All regular way purchases and sales of fi nancial assets are recognised or derecognised on the trade date i.e., the date that the Group and the Company commit to purchase or sell the asset.

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2. Signifi cant accounting policies (cont’d)

2.4 Summary of signifi cant accounting policies (cont’d)

(n) Impairment of fi nancial assets

The Group and the Company assess at each reporting date whether there is any objective evidence that a fi nancial asset is impaired.

(i) Trade and other receivables and other fi nancial assets carried at amortised cost

To determine whether there is objective evidence that an impairment loss on fi nancial assets has been incurred, the Group and the Company consider factors such as the probability of insolvency or signifi cant fi nancial diffi culties of the debtor and default or signifi cant delay in payments. For certain categories of fi nancial 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 diff erence between the asset’s carrying amount and the present value of estimated future cash fl ows discounted at the fi nancial asset’s original eff ective interest rate. The impairment loss is recognised in profi t or loss.

The carrying amount of the fi nancial asset is reduced by the impairment loss directly for all fi nancial 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.

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 profi t or loss.

(ii) Unquoted equity securities carried at cost

If there is objective evidence (such as signifi cant adverse changes in the business environment where the issuer operates, probability of insolvency or signifi cant fi nancial diffi culties of the issuer) that an impairment loss on fi nancial assets carried at cost has been incurred, the amount of the loss is measured as the diff erence between the asset’s carrying amount and the present value of estimated future cash fl ows discounted at the current market rate of return for a similar fi nancial asset. Such impairment losses are not reversed in subsequent periods.

(iii) Available-for-sale fi nancial assets

Signifi cant or prolonged decline in fair value below cost, signifi cant fi nancial diffi culties of the issuer or obligor, and the disappearance of an active trading market are considerations to determine whether there is objective evidence that investment securities classifi ed as available-for-sale fi nancial assets are impaired.

If an available-for-sale fi nancial asset is impaired, an amount comprising the diff erence between its cost (net of any principal payment and amortisation) and its current fair value, less any impairment loss previously recognised in profi t or loss, is transferred from equity to profi t or loss.

Impairment losses on available-for-sale equity investments are not reversed in profi t or loss in the subsequent periods. Increase in fair value, if any, subsequent to impairment loss is recognised in other comprehensive income. For available-for-sale debt investments, impairment losses are subsequently reversed in profi t or loss if an increase in the fair value of the investment can be objectively related to an event occurring after the recognition of the impairment loss in profi t or loss.

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2. Signifi cant accounting policies (cont’d)

2.4 Summary of signifi cant accounting policies (cont’d)

(o) Leases

(i) As lessee

Finance leases, which transfer to the Group substantially all the risks and rewards incidental to ownership of the leased item, are capitalised at the inception of the lease at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments. Any initial direct costs are also added to the amount capitalised. Lease payments are apportioned between the fi nance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged to profi t or loss. Contingent rents, if any, are charged as expenses in the periods in which they are incurred.

Lease assets are depreciated over the estimated useful life of the asset. However, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life and the lease term.

Operating lease payments are recognised as an expense in profi t or loss on a straight-line basis over the lease term. The aggregate benefi t of incentives provided by the lessor is recognised as a reduction of rental expense over the lease term on a straight-line basis.

(ii) As lessor

Leases where the Group retains substantially all the risks and rewards of ownership of the asset are classifi ed as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same bases as rental income.

(p) Financial liabilities

Financial liabilities are classifi ed according to the substance of the contractual arrangements entered into and the defi nitions of a fi nancial liability.

Financial liabilities, within the scope of FRS 139, are recognised in the statements of fi nancial position when, and only when, the Group and the Company become a party to the contractual provisions of the fi nancial instrument. Financial liabilities are classifi ed as either fi nancial liabilities at fair value through profi t or loss or other fi nancial liabilities.

(i) Financial liabilities at fair value through profi t or loss

Financial liabilities at fair value through profi t or loss include fi nancial liabilities held for trading and fi nancial liabilities designated upon initial recognition as at fair value through profi t or loss.

Financial liabilities held for trading include derivatives entered into by the Group and the Company that do not meet the hedge accounting criteria. Derivative liabilities are initially measured at fair value and subsequently stated at fair value, with any resultant gains or losses recognised in profi t or loss. Net gains or losses on derivatives include exchange diff erences.

The Group and the Company have not designated any fi nancial liabilities as at fair value through profi t or loss.

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2. Signifi cant accounting policies (cont’d)

2.4 Summary of signifi cant accounting policies (cont’d)

(p) Financial liabilities (cont’d)

(ii) Other fi nancial liabilities

The Group’s and the Company’s other fi nancial liabilities include trade payables, other payables and loans and borrowings.

Trade and other payables are recognised initially at fair value plus directly attributable transaction costs and subsequently measured at amortised cost using the eff ective interest method.

Loans and borrowings are recognised initially at fair value, net of transaction costs incurred, and subsequently measured at amortised cost using the eff ective interest method. Borrowings are classifi ed as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

For other fi nancial liabilities, gains and losses are recognised in profi t or loss when the liabilities are derecognised, and through the amortisation process.

A fi nancial liability is derecognised when the obligation under the liability is extinguished. When an existing fi nancial liability is replaced by another from the same lender on substantially diff erent terms, or the terms of an existing liability are substantially modifi ed, such an exchange or modifi cation is treated as a derecognition of the original liability and the recognition of a new liability, and the diff erence in the respective carrying amounts is recognised in profi t or loss.

(q) Financial guarantee contracts

A fi nancial guarantee contract is a contract that requires the issuer to make specifi ed payments to reimburse the holder for a loss it incurs because a specifi ed debtor fails to make payment when due.

Financial guarantee contracts are recognised initially as a liability at fair value, net of transaction costs. Subsequent to initial recognition, fi nancial guarantee contracts are recognised as income in profi t or loss over the period of the guarantee. If the debtor fails to make payment relating to fi nancial guarantee contract when it is due and the Group, as the issuer, is required to reimburse the holder for the associated loss, 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 initially recognised less cumulative amortisation.

(r) 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 sale. Investment income earned on the temporary investment of specifi c borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in profi t or loss in the period they are incurred. Borrowing costs consist of interest and other costs that the Group and the Company incurred in connection with the borrowing of funds.

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2. Signifi cant accounting policies (cont’d)

2.4 Summary of signifi cant accounting policies (cont’d)

(s) Income tax

(i) Current tax

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date.

Current taxes are recognised in profi t or loss except to the extent that the tax relates to items recognised outside profi t or loss, either in other comprehensive income or directly in equity.

(ii) Deferred tax

Deferred tax is provided using the liability method on temporary diff erences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for fi nancial reporting purposes.

Deferred tax liabilities are recognised for all temporary diff erences, except:

- where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, aff ects neither the accounting profi t nor taxable profi t or loss; and

- in respect of taxable temporary diff erences associated with investments in subsidiaries, associates and interests in joint ventures, where the timing of the reversal of the temporary diff erences can be controlled and it is probable that the temporary diff erences will not reverse in the foreseeable future.

Deferred tax assets are recognised for all deductible temporary diff erences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profi t will be available against which the deductible temporary diff erences, and the carry forward of unused tax credits and unused tax losses can be utilised except:

- where the deferred tax asset relating to the deductible temporary diff erence arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, aff ects neither the accounting profi t nor taxable profi t or loss; and

- in respect of deductible temporary diff erences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are recognised only to the extent that it is probable that the temporary diff erences will reverse in the foreseeable future and taxable profi t will be available against which the temporary diff erences can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that suffi cient taxable profi t will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profi t will allow the deferred tax assets to be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date.

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2. Signifi cant accounting policies (cont’d)

2.4 Summary of signifi cant accounting policies (cont’d)

(s) Income tax (cont’d)

(ii) Deferred tax (cont’d)

Deferred tax relating to items recognised outside profi t or loss is recognised outside profi t or loss. Deferred tax items are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity and deferred tax arising from a business combination is adjusted against goodwill on acquisition.

Deferred tax assets and deferred tax liabilities are off set, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

(iii) Goods and Services Tax (“GST”)

The net amount of GST, being the diff erence between output and input of GST, is included as part of receivables or payables in the statements of fi nancial position.

(t) Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outfl ow of economic resources 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 refl ect the current best estimate. If it is no longer probable that an outfl ow of economic resources will be required to settle the obligation, the provision is reversed. If the eff ect of the time value of money is material, provisions are discounted using a current pre-tax rate that refl ects, where appropriate, the risks specifi c to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a fi nance cost.

(u) Employee benefi ts

(i) Short term benefi ts

Wages, salaries, bonuses and social security contributions are recognised as an expense in the year in which the associated services are rendered by employees of the Group. Short term accumulating compensated absences such as paid annual leave are recognised when services are rendered by 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) Defi ned contribution plans

Defi ned contribution plans are post-employment benefi t plans under which the Group pays fi xed contributions into statutory pension scheme. Such contributions are recognised as an expense in the profi t or loss as incurred. As required by law, companies in Malaysia make such contributions to the Employees Provident Fund.

(iii) Equity compensation benefi ts

The Company established the Employee Share Trust Scheme (“ESTS” or “Scheme”) for the benefi t of eligible employees.

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2. Signifi cant accounting policies (cont’d)

2.4 Summary of signifi cant accounting policies (cont’d)

(u) Employee benefi ts (cont’d)

(iii) Equity compensation benefi ts (cont’d)

Pursuant to the Scheme, a trustee was appointed, who is entitled from time to time to accept fi nancial assistance from the Company, upon such terms and conditions as the Company and the trustee may agree, to purchase the Company’s shares from the open market for the purpose of the Scheme.

The shares repurchased are measured and carried at cost of acquisition on initial recognition and subsequently thereon. The ESTS Shares are consolidated into the Group’s consolidated fi nancial statements as a deduction from equity and classifi ed as "Shares held by ESTS Trust". Dividends received by the ESTS Shares are to be paid back to the Company as deduction against the aggregate of dividends paid and proposed by the Company.

(v) Foreign currencies

(i) Functional and presentation currency

The individual fi nancial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated fi nancial statements are presented in Ringgit Malaysia (RM), which is also the Company’s functional currency.

(ii) Foreign currency transactions

In preparing the fi nancial statements of the individual entities, transactions in currencies other than the entity’s functional currency are recorded in the functional currencies using the exchange rates prevailing at the dates of the transactions. At each reporting date, monetary items denominated in foreign currencies are retranslated at the rates prevailing on the reporting date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not translated.

Exchange diff erences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in profi t or loss for the period except for exchange diff erences arising on monetary items that form part of the Group’s net investment in foreign operation. Exchange diff erences arising on monetary items that form part of the Group’s net investment in foreign operation, where that monetary item is denominated in either the functional currency of the reporting entity or the foreign operation, are initially taken directly to the foreign currency translation reserve within equity until the disposal of the foreign operations, at which time they are recognised in profi t or loss.

Exchange diff erences arising on monetary items that form part of the Group’s net investment in foreign operation, where that monetary item is denominated in a currency other than the functional currency of either the reporting entity or the foreign operation, are recognised in profi t or loss for the period. Exchange diff erences arising on monetary items that form part of the Company’s net investment in foreign operation, regardless of the currency of the monetary item, are recognised in profi t or loss in the Company’s fi nancial statements or the individual fi nancial statements of the foreign operation, as appropriate.

Exchange diff erences arising on the translation of non-monetary items carried at fair value are included in profi t or loss for the period except for the diff erences arising on the retranslation of non-monetary items in respect of which gains and losses are recognised directly in equity. Exchange diff erences arising from such non-monetary items are also recognised directly in equity.

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2. Signifi cant accounting policies (cont’d)

2.4 Summary of signifi cant accounting policies (cont’d)

(w) Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefi ts will fl ow to the Group and the revenue can be reliably measured. The following specifi c recognition criteria must also be met before revenue is recognised:

(i) Sale of properties

Revenue from sale of properties under development is accounted for by the stage of completion method as described in Note 2.4(h)(ii).

Sale of completed property units is recognised when the risk and reward associated with ownership transfers to the property purchasers.

(ii) Construction contracts

Revenue from construction contracts is accounted for by the stage of completion method as described in Note 2.4(i).

(iii) Rental income

Rental income from investment property is recognised on a straight-line basis over the term of the lease. The aggregate cost of incentives provided to lessees is recognised as a reduction of rental income over the lease term on a straight-line basis.

(iv) Sale of goods

Revenue is recognised net of sales taxes and upon transfer of signifi cant risks and rewards of ownership to the buyer. Revenue is not recognised to the extent where there are signifi cant uncertainties regarding recovery of the consideration due, associated costs or the possible return of goods.

(v) Property management

Property management income is recognised as and when the services are performed.

(vi) Dividend income

Dividend income is recognised when the Group’s right to receive payment is established.

(vii) Interest income

Interest income is recognised on an accrual basis using the eff ective interest method.

(viii) Tribute income

Tribute income is recognised as and when ultimate collection is certain.

(x) Contingencies

A contingent liability or asset is a possible obligation or asset that arises from past events and whose existence will be confi rmed only by the occurrence or non-occurrence of uncertain future event(s) not wholly within the control of the Group.

Contingent liabilities and assets are not recognised in the statement of fi nancial position of the Group.

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2. Signifi cant accounting policies (cont’d)

2.4 Summary of signifi cant accounting policies (cont’d)

(y) Land use rights

Land use rights are initially measured at cost. Following initial recognition, land use rights are measured at cost less accumulated amortisation and accumulated impairment losses. The land use rights are amortised over their lease terms.

(z) Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and on hand that are readily convertible to known amount of cash and which are subject to an insignifi cant risk of changes in value. These also include bank overdrafts that form an integral part of the Group’s cash management.

(aa) Segment reporting

For management purposes, the Group is organised into operating segments based on their products and services which are independently managed by the respective segment managers responsible for the performance of the respective segments under their charge. The segment managers report directly to the management of the Company who regularly review the segment results in order to allocate resources to the segments and to assess the segment performance. These segmental information are reviewed by the chief operating decision maker. Additional disclosures on each of these segments are shown in Note 46, including the factors used to identify the reportable segments and the measurement basis of segment information.

(ab) Treasury shares

When shares of the Company, that have not been cancelled, recognised as equity are reacquired, the amount of consideration paid is recognised directly in equity. Reacquired shares are classifi ed as treasury shares and presented as a deduction from total equity. No gain or loss is recognised in profi t or loss on the purchase, sale, issue or cancellation of treasury shares. When treasury shares are reissued by resale, the diff erence between the sales consideration and the carrying amount is recognised in equity.

(ac) Warrants

The issue of ordinary shares upon exercise of the warrants are treated as new subscriptions of ordinary shares for the consideration equivalent to the warrants exercise price and subsequently be classifi ed as equity.

(ad) Current versus non-current classifi cation

The Group presents assets and liabilities in statement of fi nancial position based on current/non-current classifi cation. An asset is current when it is:

(i) Expected to be realised or intended to sold or consumed in normal operating cycle

(ii) Held primarily for the purpose of trading

(iii) Expected to be realised within twelve months after the reporting period

Or

(iv) Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

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2. Signifi cant accounting policies (cont’d)

2.4 Summary of signifi cant accounting policies (cont’d)

(ad) Current versus non-current classifi cation (cont’d)

All other assets are classifi ed as non-current.

A liability is current when:

(i) It is expected to be settled in normal operating cycle

(ii) It is held primarily for the purpose of trading

(iii) It is due to be settled within twelve months after the reporting period

Or

(iv) There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

The Group classifi es all other liabilities as non-current.

Deferred tax assets and liabilities are classifi ed as non-current.

2.5 Signifi cant accounting judgements and estimates

(a) Critical judgements made in applying accounting policies

The following is the judgement made by management in the process of applying the Group’s accounting policies that has the most signifi cant eff ect on the amounts recognised in the fi nancial statements:

(i) Classifi cation of property

Investment property comprises land and buildings (principally offi ces and retail property) that are not occupied substantially for use by, or in the operations of, the Group, nor for sale in the ordinary course of business, but are held primarily to earn rental income and capital appreciation. These buildings are substantially rented to tenants and not intended to be sold in the ordinary course of business.

(ii) Operating lease commitments – the Group as lessor

The Group has entered into commercial property leases on its investment property portfolio. The Group has determined that it retains all the signifi cant risks and rewards of ownership of these properties and so accounts for the contracts as operating leases.

(b) Key sources of estimation uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that may have signifi cant risks of causing material adjustments to the carrying amounts of assets and liabilities within the next fi nancial year are discussed below:

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2. Signifi cant accounting policies (cont’d)

2.5 Signifi cant accounting judgements and estimates (cont’d)

(b) Key sources of estimation uncertainty (cont’d)

(i) Impairment of investment securities and other investments

The management determines whether the carrying amounts of its investment securities and other investments are impaired at reporting date. This involves measuring the recoverable amounts which include fair value less costs to sell and valuation techniques. Valuation techniques include amongst others, discounted cash fl ows analysis and in some cases, based on published analysts’ reports and current market indicators and estimates that provide reasonable approximations to the computation of recoverable amounts.

(ii) Property development

The Group recognises property development revenue and expenses in the statements of comprehensive income by using the stage of completion method. The stage of completion is determined by the proportion that property development costs incurred for work performed to date bear to the estimated total property development costs.

Signifi cant judgement is required in determining the stage of completion, the extent of the property development costs incurred, the estimated total property development revenue and costs, as well as the recoverability of the property development projects. In making the judgement, the Group evaluates based on past experience and by relying on the work of specialists.

(iii) Useful lives of property, plant and equipment

The Group estimates the useful lives of property, plant and equipment based on the period over which the assets are expected to be available for use. The estimated useful lives of property, plant and equipment are reviewed periodically and are updated if expectations diff er from previous estimates due to physical wear and tear, technical or commercial obsolescence and legal or other limits on the use of the relevant assets.

In addition, the estimation of the useful lives of property, plant and equipment are based on the internal technical evaluation and experience with similar assets. It is possible, however, that future results of operations could be materially aff ected by changes in the estimates brought about by changes in factors mentioned above. The amounts and timings of recorded expenses for any period would be aff ected by changes in these factors and circumstances. A reduction in the estimated useful lives of the property, plant and equipment would increase the recorded expenses and decrease the non-current assets.

(iv) Income taxes

Signifi cant estimation is involved in determining the group-wide provision for income taxes. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for expected tax issues based on estimates of whether additional taxes will be due. Where the fi nal tax outcome of these matters is diff erent from the amounts that were initially recognised, such diff erences will impact the income tax and deferred tax provisions in the period in which such determination is made.

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2. Signifi cant accounting policies (cont’d)

2.5 Signifi cant accounting judgements and estimates (cont’d)

(b) Key sources of estimation uncertainty (cont’d)

(v) Deferred tax assets

Deferred tax assets are recognised for all unabsorbed tax losses to the extent that it is probable that taxable profi ts will be available against which the losses can be utilised. Signifi cant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profi ts together with future tax planning strategies. Further details are provided for in Note 37.

(vi) Impairment of loans and receivables

The Group assesses at each reporting date whether there is any objective evidence that a fi nancial asset is impaired. To determine whether there is objective evidence of impairment, the Group considers factors such as the probability of insolvency or signifi cant fi nancial diffi culties of the debtor and default or signifi cant delay in payments.

Where there is objective evidence of impairment, the amount and timing of future cash fl ows are estimated based on historical loss experience for assets with similar credit risk characteristics. The carrying amount of the Group’s loans and receivables at the reporting date is disclosed in Note 26.

(vii) Impairment of goodwill

The Group determines whether goodwill is impaired at least on an annual basis. This requires an estimation of the value in use of the cash-generating units (""CGU"") to which goodwill is allocated. Estimating a value in use amount requires management to make an estimate of the expected future cash fl ows from the CGU and also to choose a suitable discount rate in order to calculate the present value of those cash fl ows. The carrying amount of goodwill in respect of subsidiaries as at 31 March 2017 was RM10,327,000 (2016: RM10,327,000). Further details are disclosed in Note 20.

(viii) Disposal consideration

The fair value of the disposal consideration (Note 26(c)) is calculated and estimated based on the net present value computation of the amount receivables over a period of 4 years discounted at a rate of 8% per annum. Had the discounted rate increase or decrease by 50 basis points, the net interest accreted would be higher/lower by approximately RM Nil (2016: RM243,000).

3. Revenue

GROUP COMPANY 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000

Sale of properties 222,450 116,841 - - Sale of land held for property development 649 17,026 - - Property management fees 540 763 - - Rental income and service charges 6,710 6,449 - - Dividend income: - subsidiaries - - 14,349 4,500 - quoted investments 445 765 442 761 Tribute income 1,896 2,435 - - Management fees Management fees - - 6,406 6,406 4,159 232,690 232,690 144,279 21,19721,197 9,420

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4. Cost of sales

GROUP COMPANY 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000

Cost of property development 154,593 71,163 - - Cost of inventories sold 17,776 22,396 - - Construction contract costs - (2,438) (2,438) - - 172,369 172,369 91,121 - -

5. Other income

Other income includes:

GROUP COMPANY 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000

Gain on disposals of property, plant and equipment 77 553 - 180 Interest income: - subsidiaries - - 16,684 15,517 - jointly controlled entities 1,680 1,576 3,360 3,152 - others 4,429 3,515 1,634 1,564 Rental income 331 303 - - Write back of allowance for doubtful debts 118 152 - 469 Bad debts recovered - 4 - - Liquidated ascertained damages recovered 1,250 - - - Unwinding of interest 1,481 2,855 - - Unwinding of deferred income 2,650 1,565 - - Dividend income 892 87 - -

6. Employee benefi ts expense

GROUP COMPANY 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000

Wages and salaries 17,142 12,346 5,545 3,036 Contributions to defi ned contribution plan 1,850 1,914 538 661 Social security contributions 109 112 12 12 Other benefi ts 1,639 1,639 1,323 126 735 20,740 20,740 15,695 6,221 6,221 4,444

Included in employee benefi ts expense of the Group and of the Company are executive directors’ remuneration amounting to RM1,578,000 (2016: RM1,628,000) and non-executive directors’ remuneration of RM309,000 (2016: RM290,000) as further disclosed in Note 7.

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7. Directors’ remuneration

GROUP/COMPANY 2017 2016 RM’000 RM’000

Executive: Salaries and other emoluments 1,578 1,578 1,628

Non-Executive: Other emoluments 93 74 Fees 216 216 309 290

Total directors’ remuneration 1,887 1,918 Estimated money value of benefi ts-in-kind Estimated money value of benefi ts-in-kind 151 146 Total directors’ remuneration including benefi ts-in-kind 2,038 2,038 2,064

The details of the remuneration received and receivable by the directors of the Company during the fi nancial year are as follows:

GROUP/COMPANY 2017 2016 RM’000 RM’000

Executive: Salaries and other emoluments 1,350 1,400 Contributions to defi ned contribution plan 228 228 Estimated money value of benefi ts-in-kind 151 146 1,729 1,774 Non-Executive: Other emoluments 93 74 Fees 216 216 2,038 2,038 2,064

The number of directors of the Company whose total remuneration during the fi nancial year fell within the following bands is tabled below:

NUMBER OF DIRECTORS 2017 2016

Executive directors: RM1,700,001 - RM1,750,000 1 - RM1,750,001 - RM1,800,000 - 1

Non-executive directors: RM50,001 - RM100,000 4 4

8. Depreciation and amortisation

GROUP COMPANY 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000

Depreciation of property, plant and equipment (Note 16) 1,234 1,313 194 285 Amortisation of investment properties (Note 18) 942 953 - - Amortisation of land use rights (Note 19) 10 10 - - 2,186 2,186 2,276 194 285

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9. Other expenses

The following amounts have been included in other expenses:

GROUP COMPANY 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000

Auditors’ remuneration: - statutory audit 347 347 53 53 - other services 8 8 8 8 Allowance for doubtful debts 259 7 4 31 Operating leases on minimum lease payments for land and buildings 1,535 1,952 1,063 964 Property, plant and equipment written off 26 - 3 -

Included in the other expenses of the Group is direct operating expenses (including repair and maintenance) arising from income generating investment properties amounting to RM2,009,000 (2016: RM1,994,000).

10. Other investing activities results

GROUP COMPANY 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000

Waiver of debts due to subsidiaries - - - (71) Net (gain)/loss arises from derecognition of investment in an associate - (8) - 32 Loss on fi nancial assets at fair value through profi t or loss 2,395 2,395 4,667 2,3382,338 4,440 2,395 2,395 4,659 2,338 2,338 4,401

11. Share of results of associates and jointly controlled entities

GROUP 2017 2016 RM’000 RM’000

Share of results (net of tax) of: - associates - - - jointly controlled entities - jointly controlled entities 20,86020,860 3,408 20,86020,860 3,408

12. Finance costs

GROUP COMPANY 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000

Finance costs/interest expense on: - Islamic medium term note 5,555 6,362 5,555 6,362 - revolving credits 3,831 3,267 2,374 2,498 - term loans 9,0279,027 5,720 1,0771,077 820 18,413 15,349 9,006 9,680 Less: Interest capitalised in - property, plant and equipment (Note 16) (1,523) (1,697) - - - land held for property development (Note 17(a)) (6,304) (6,187) - - - property development cost (Note 17(b)) (Note 17(b)) (3,139)(3,139) (2,826) (2,826) - - 7,447 7,447 4,639 9,006 9,006 9,680

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13. Income tax

GROUP COMPANY 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000

Continuing operations Malaysian income tax: - current year 6,411 7,542 3,035 2,714 - overprovision in prior years - overprovision in prior years (210)(210) (188) (188) (210) (210) (159) (159) 6,201 6,201 7,354 2,8252,825 2,555 Deferred taxation (Note 37): - relating to origination and reversal

of temporary diff erences (2,732) (796) - - - underprovision in prior years - underprovision in prior years 183 36 - - (2,549) (2,549) (760) (760) - - Total income tax expense Total income tax expense 3,652 3,652 6,594 2,825 2,825 2,555

Reconciliation between tax expense and accounting profi tReconciliation between tax expense and accounting profi t

The reconciliation between tax expense and the product of accounting profi t multiplied by the applicable corporate tax rate for the years ended 31 March 2017 and 2016 is as follows:

GROUP COMPANY 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000

Profi t before taxation 33,911 33,911 17,581 17,652 17,652 5,769

Taxation at Malaysian statutory tax rate of 24% (2016: 24%) 8,139 4,219 4,236 1,385 Income not subject to tax (626) (685) (3,550) (1,528) Expenses not deductible for tax purposes 5,759 6,101 2,319 2,824 Deferred tax assets not recognised during the year 300 1,101 30 33 Tax eff ects on share of results of associates and jointly controlled entities (5,006) (818) - - Deferred tax asset recognised during the year (3,577) - - - Utilisation of previously unrecognised deferred tax assets (1,058) (3,172) - - (Over)/underprovision in prior years: - income tax (210) (188) (210) (159) - deferred tax 183 36 - - Exemption based on incremental business chargeable income business chargeable income (252)(252) - - - Income tax expense for the year Income tax expense for the year 3,6523,652 6,594 2,825 2,825 2,555

Current income tax is calculated at the statutory tax rate of 24% (2016: 24%) of the estimated assessable profi t for the year. Income tax expense for the year in respect of the Company relates to non-business income.

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14. Earnings per share

Basic earnings per share amounts are calculated by dividing profi t for the year attributable to equity holders of the Company by weighted average number of ordinary shares in issue during the fi nancial year, excluding treasury shares and ESTS Shares held by the Company.

GROUP 2017 2016 RM’000 RM’000

Profi t attributable to equity holders of the Company Profi t attributable to equity holders of the Company 31,82231,822 13,194

Weighted average number of ordinary shares in issue (’000) Weighted average number of ordinary shares in issue (’000) 282,017282,017 282,037

SEN SEN

Basic earnings per share Basic earnings per share 11.28 4.68

There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of completion of these fi nancial statements.

The diluted earnings per share is not presented as the eff ect of the assumed conversion of warrants outstanding will be anti dilutive and as such, the diluted earnings per share is the same as the basic earnings per share. The Company has no other dilutive potential ordinary shares in issue as at end of the reporting period.

15. Dividends

GROUP/COMPANY TOTAL NET SEN AMOUNT PER SHARE RM’000

Year ended 31 March 2017

First and fi nal single-tier dividend in respect of the fi nancial year ended 31 March 2016, 2 sen paid on 28 September 2016 2.00 5,640 year ended 31 March 2016, 2 sen paid on 28 September 2016 2.00 5,640

Year ended 31 March 2016

First and fi nal single-tier dividend in respect of the fi nancial year ended 31 March 2015, 5 sen paid on 9 October 2015 5.00 14,098 year ended 31 March 2015, 5 sen paid on 9 October 2015 5.00 14,098

At the forthcoming Annual General Meeting, a fi rst and fi nal single-tier dividend of 3 sen per share in respect of the fi nancial year ended 31 March 2017, amounting to RM9.30 million will be proposed for shareholders’ approval.

The fi nancial statements for the current fi nancial year do not refl ect the proposed dividend. Such dividend, if approved by the shareholders, will be accounted for in equity as an appropriation of retained profi ts in the fi nancial year ending 31 March 2018.

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

OFFICE EQUIPMENT, FURNITURE, FIXTURES MOTOR AND FITTINGS VEHICLES RENOVATIONS TOTAL RM’000 RM’000 RM’000 RM’000

Company

Cost At 1 April 2015 1,890 1,425 2,769 6,084 Additions 4 608 - 612 Disposals - (1,421) - (1,421) Disposals - (1,421) - (1,421) At 31 March 2016 1,894 612 2,769 5,275 Additions 3 7 25 35 Disposals - (3) - (3) Written off (12) - (5) (17) Written off (12) - (5) (17)

At 31 March 2017 1,885 616 2,789 5,290 1,885 616 2,789 5,290

Accumulated depreciation At 1 April 2015 1,647 1,423 2,742 5,812 Charge for the year (Note 8) 122 156 7 285 Disposal - (1,421) - (1,421) Disposal - (1,421) - (1,421) At 31 March 2016 1,769 158 2,749 4,676 Charge for the year (Note 8) 65 123 6 194 Disposals - (3) - (3) Written off (12) - (2) (14) Written off (12) - (2) (14)

At 31 March 2017 1,822 278 2,753 4,853

Net carrying amountAt 31 March 2017 63 338 36 437

At 31 March 2016 125 454 20 599

The net book values of the property, plant and equipment pledged as securities for borrowings as disclosed in Note 34 are as follows:

GROUP 2017 2016 RM’000 RM’000

Leasehold land 42,197 58,150 Work-in-progress 37,61237,612 19,085 79,80979,809 77,235

Capitalised within property, plant and equipment of the year are fi nance cost of RM1,523,000 (2016: RM1,697,000).

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17. Land held for property development and property development costs

(a) Land held for property development

FREEHOLD LEASEHOLD DEVELOPMENT LAND LAND EXPENDITURE TOTAL RM’000 RM’000 RM’000 RM’000

Group

Cost At 1 April 2015 110,148 116,099 41,088 267,335 Additions - - 9,990 9,990 Disposals (188) (7,137) (3,481) (10,806) Transfer to property development costs (Note 17(b)) (12,517) - (4,192) (16,709) development costs (Note 17(b)) (12,517) - (4,192) (16,709) At 31 March 2016 97,443 108,962 43,405 249,810 Additions - - 8,917 8,917 Disposals (301) - (72) (373) Disposals (301) - (72) (373) At 31 March 2017 97,142 108,962 52,250 258,354 97,142 108,962 52,250 258,354

Accumulated impairment At 1 April 2015 43,219 137 176 43,532 Disposals (61) (137) (176) (374) Transfer to property development costs (Note 17(b)) (6,427) - - (6,427) development costs (Note 17(b)) (6,427) - - (6,427) At 31 March 2016 36,731 - - 36,731 Disposal (152) - - (152) Disposal (152) - - (152) At 31 March 2017 36,579 - - 36,579 36,579 - - 36,579

Carrying amount At 31 March 2017 60,563 108,962 52,250 221,775 60,563 108,962 52,250 221,775

At 31 March 2016 60,712 108,962 43,405 213,079

Capitalised within development expenditure of the year are fi nance costs of RM6,304,000 (2016: RM6,187,000).

Land held for property development of the Group with carrying amounts of RM157,077,000 (2016: RM171,790,000) are pledged as securities for borrowings as disclosed in Note 34.

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17. Land held for property development and property development costs (cont’d)

(b) Property development costs

FREEHOLD LEASEHOLD DEVELOPMENT LAND LAND EXPENDITURE TOTAL RM’000 RM’000 RM’000 RM’000

Group

Cumulative property development costs At 1 April 2015 96,015 107,257 886,503 1,089,775 Costs incurred during the year - 58,200 98,040 156,240 Transfer from land held for property development (Note 17 (a)) 6,090 - 4,192 10,282 Reversal for completed projects (30,467) (1,420) (311,134) (343,021) Transfer to inventories (370) - (1,344) (1,714) Transfer to inventories (370) - (1,344) (1,714) At 31 March 2016 71,268 164,037 676,257 911,562 Costs incurred during the year - 5,000 186,811 191,811 Disposals (208) - - (208) Transfer from property, plant and equipment - 1,539 1,695 3,234 Reversal for completed projects (8,498) (62,073) (485,649) (556,220) Transfer to inventories (93) (16,610) (47,979) (64,682) Reclassifi cation - (185) 185 - Reclassifi cation - (185) 185 - At 31 March 2017 62,469 91,708 331,320 485,497 62,469 91,708 331,320 485,497

Cumulative costs recognised in profi t or loss At 1 April 2015 (36,801) (43,319) (736,680) (816,800) Recognised during the year (1,360) (6,319) (62,316) (69,995) Reversal for completed projects 30,467 1,420 311,134 343,021 Reversal for completed projects 30,467 1,420 311,134 343,021 At 31 March 2016 (7,694) (48,218) (487,862) (543,774) Recognised during the year (14,372) (16,712) (124,160) (155,244) Reversal for completed projects 8,498 62,073 485,649 556,220 Reclassifi cation (1,341) - 1,341 - Reclassifi cation (1,341) - 1,341 - At 31 March 2017 (14,909) (2,857) (125,032) (142,798)(14,909) (2,857) (125,032) (142,798)

Property development costs at 31 March 2017 47,560 88,851 206,288 342,699 47,560 88,851 206,288 342,699

Property development costs at 31 March 2016 63,574 115,819 188,395 367,788

Capitalised within development expenditure of the year are fi nance costs of RM3,139,000 (2016: RM2,826,000).

The cost of land of the Group amounting to RM208,280,000 (2016: RM183,532,000) are charged to fi nancial institutions to secure credit facilities obtained as disclosed in Note 34.

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18. Investment properties

The investment properties consist of the following:

GROUP 2017 2016 RM’000 RM’000

Freehold land 9,030 9,030 Shopping Mall Shopping Mall 31,18531,185 32,070 40,215 40,215 41,100

FREEHOLD SHOPPING LAND MALL TOTAL RM’000 RM’000 RM’000

Cost At 1 April 2015 9,030 52,417 61,447 Addition from subsequent expenditure - 360 360 Addition from subsequent expenditure - 360 360 At 31 March 2016 9,030 52,777 61,807 Addition from subsequent expenditure - 57 57 Addition from subsequent expenditure - 57 57

At 31 March 2017 9,030 52,834 61,864 9,030 52,834 61,864

Accumulated amortisation At 1 April 2015 - 19,754 19,754 Amortisation during the year (Note 8) - 953 953 Amortisation during the year (Note 8) - 953 953 At 31 March 2016 - 20,707 20,707 Amortisation during the year (Note 8) - 942 942 Amortisation during the year (Note 8) - 942 942

At 31 March 2017 - 21,649 21,649 - 21,649 21,649

Net carrying amountAt 31 March 2017 9,030 31,185 40,215 9,030 31,185 40,215

At 31 March 2016 9,030 32,070 41,100

The carrying value of the investment properties of RM31,185,000 (2016: RM32,070,000) are pledged as securities for borrowings as disclosed in Note 34.

FREEHOLD SHOPPING LAND MALL TOTAL RM’000 RM’000 RM’000

Estimated fair valueAt 31 March 2017 25,395 51,200 76,595 25,395 51,200 76,595

At 31 March 2016 25,395 45,000 70,395

Fair value information

FRS 13 establishes a fair value hierarchy that categorises into three levels the inputs to valuation techniques used to measure fair value. The three levels are explained below:

Policy on transfer between levels The fair value of an asset to be transferred between levels is determined as of the date of the event or change

in circumstances that caused the transfer.

Level 1 fair value Level 1 fair value is derived from quoted price (unadjusted) in active markets for identical investment

properties that the Group can assess at the measurement date.

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19. Land use rights

GROUP SHORT TERM LAND USE RIGHTS RM’000

Net carrying amount At 1 April 2015 38 Amortisation for the year (Note 8) (10) At 31 March 2016 28 Amortisation for the year (Note 8) (10)

At 31 March 2017 18

20. Goodwill

GROUP 2017 2016 RM’000 RM’000

At 31 March/1 April 10,327 10,327

(a) Allocation of goodwill

Goodwill had been allocated to the Group’s Cash Generating Unit (“CGU”) according to the subsidiaries concerned.

2017 2016 RM’000 RM’000

Property development 8,475 8,475 Trading Trading 1,8521,852 1,852 10,327 10,327 10,327

(b) Key assumptions used in value-in-use calculations

The recoverable amount of a CGU is determined based on value-in-use calculations using cash fl ow projections based on fi nancial budgets approved by management covering a 5-year period. The key assumptions used for each of the CGU’s value-in-use calculations are:

PROPERTY DEVELOPMENT TRADING % %

At 31 March 2017

Gross margin 10% 10% - 20%

Growth rate 5% 5%

Discount rate 9% 10%

At 31 March 2016

Gross margin 10% 10% - 20%

Growth rate 5% 5%

Discount rate 9% 10%

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20. Goodwill (cont’d)

(b) Key assumptions used in value-in-use calculations (cont’d)

(i) Gross margin

The basis used to determine the value assigned to the budgeted gross margins is the average gross margins achieved in the year immediately before the budgeted year, adjusted for market and economic conditions and internal resource effi ciency.

(ii) Growth rate

The average growth rate used is based on the annual growth rate which is the industry average growth rate.

(iii) Discount rate

The post-tax discount rates, applied to post-tax cash fl ows, used for identifi ed CGU are on a basis that refl ect specifi c risks relating to the relevant business segments.

(c) Sensitivity to changes in assumptions

The management believes that no reasonably possible change in any of the above key assumptions would cause the carrying value of the goodwill to materially exceed its recoverable amount.

21. Investment in subsidiaries

COMPANY 2017 2016 RM’000 RM’000

Unquoted shares: - Ordinary shares, at cost 66,897 39,998 - Cumulative redeemable preference shares, at cost - Cumulative redeemable preference shares, at cost 451,277 451,277 451,277 518,174 491,275 Less: Accumulated impairment losses Less: Accumulated impairment losses (1,585)(1,585) (1,585) (1,585) 516,589 516,589 489,690

Details of the subsidiaries, all of which are incorporated in Malaysia unless otherwise stated, are as follows:

% OF OWNERSHIP % OF OWNERSHIP INTEREST HELD BY INTEREST HELD BY NON-CONTROLLING NAME OF THE GROUP INTERESTS PRINCIPAL SUBSIDIARIES 2017 2016 2017 2016 ACTIVITIES % % % %

Held by the Company:

Goldenprop Management 100 100 - - Property management Sdn. Bhd. services Kenneison Brothers Sdn. Bhd. 100 100 - - Investment holding Langkawi Fair Sdn. Bhd. 100 100 - - Rental of property Midah Jaya Realty Sdn. Bhd. 100 100 - - Property investment Noble Senawang Sdn. Bhd. 100 100 - - Share trading Prima Istimewa Sdn. Bhd. 100 100 - - Investment holding Primtrax Sdn. Bhd. 100 100 - - Investment holding Prima Panorama (M) Sdn. Bhd. - 100 - - Property development Symphony Assets - 100 - - Property management Management Sdn. Bhd. services

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21. Investment in subsidiaries (cont’d)

% OF OWNERSHIP % OF OWNERSHIP INTEREST HELD BY INTEREST HELD BY NON-CONTROLLING NAME OF THE GROUP INTERESTS PRINCIPAL SUBSIDIARIES 2017 2016 2017 2016 ACTIVITIES % % % %

Symphony Estates Sdn. Bhd. 100 100 - - Investment holding Symphony Projects - 100 - - Project management Management Sdn. Bhd. services Symphony Sales & Marketing - 100 - - Marketing services Sdn. Bhd. Tijani (Bukit Tunku) Sdn. Bhd. 100 100 - - Property development

Subsidiaries of Symphony Estates Sdn. Bhd.:

Brilliant Armada Sdn. Bhd. 51 51 49 49 Property development Cahadinar Sdn. Bhd. 100 100 - - Investment holding Dexview Sdn. Bhd. 50% + 50% + 50% - 50% - Property development 1 share 1 share 1 share 1 share Gaya Arena Sdn. Bhd. 100 100 - - Property trading and property development GLM Property Development 100 100 - - Property development Sdn. Bhd. Keat Ann Realty Sdn. Bhd. 100 100 - - Property development Kejora Harta Development 100 100 - - Property development Sdn. Bhd. Kejora Harta Properties 100 100 - - Property development Sdn. Bhd. Ketapang Realty Sdn. Bhd. 100 100 - - Property development Majestic Focus Sdn. Bhd. 100 100 - - Investment holding Midah Istimewa Sdn. Bhd. 100 100 - - Property development Midahmas Realty Sdn. Bhd. 100 100 - - Property investment Parkrose Holdings Sdn. Bhd. 100 100 - - Property development and property

investment Prestige Capital Sdn. Bhd. 100 100 - - Property investment Prima Panorama (M) 100 - - - Property development Sdn. Bhd. Senawang Mewah Sdn. Bhd. 100 100 - - Property development Symphony Union Suites 100 100 - - Property development Sdn. Bhd. (previously known as Symphony Crescent Sdn. Bhd.) Symphony Assets 100 - - - Property management Management Sdn. Bhd. services Symphony Projects 100 - - - Project management Management Sdn. Bhd. services Symphony Sales & Marketing 100 - - - Marketing services Sdn. Bhd. TWY Development Sdn. Bhd. 100 100 - - Property development Vistayu Sdn. Bhd. 75 55 25 45 Property investment and property

development Vital Capacity Sdn. Bhd. 51 51 49 49 Property development Winmin Builders Sdn. Bhd. 100 100 - - Property development 51G Development Sdn. Bhd. 50% + 50% + 50% - 50% - Property development 1 share 1 share 1 share 1 share

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21. Investment in subsidiaries (cont’d)

% OF OWNERSHIP % OF OWNERSHIP INTEREST HELD BY INTEREST HELD BY NON-CONTROLLING NAME OF THE GROUP INTERESTS PRINCIPAL SUBSIDIARIES 2017 2016 2017 2016 ACTIVITIES % % % %

Subsidiary of Cahadinar Sdn. Bhd.:

Kejora Harta Bhd. 100 100 - - Property development and investment holding

Subsidiary of Langkawi Fair Sdn. Bhd.:

Vista Wirama Sdn. Bhd. 100 100 - - Dormant

Subsidiary of Majestic Focus Sdn. Bhd.:

Prima Nova Harta 100 100 - - Property development Development Sdn. Bhd.

Subsidiary of Prima Istimewa Sdn. Bhd.:

Skyline Concepts Sdn. Bhd. 100 100 - - Ceased operations

Subsidiaries of Primtrax Sdn. Bhd.:

* Pele Development Limited 100 100 - - Dormant (Incorporated in Myanmar)

* Pele Investment Holdings 100 100 - - Dormant Limited (Incorporated in Myanmar)

Subsidiary of Skyline Concepts Sdn. Bhd.:

# Multivenue Sdn. Bhd. 100 100 - - Ceased operations

Subsidiaries of Kenneison Brothers Sdn. Bhd.:

Innovative Pavement 100 100 - - Ceased operations Technology Sdn. Bhd. Kenneison Brothers 100 100 - - Civil engineering and Construction Sdn. Bhd. construction works

# Kenneison Properties 100 100 - - Ceased operations Sdn. Bhd.

Kenneison Quarries Sdn. Bhd. 100 100 - - Ceased operations# Kenneison RI Sdn. Bhd. 100 100 - - Ceased operations

Power Gas Systems 98.2 98.2 1.8 1.8 Ceased operations Sdn. Bhd.

# Traders Acceptances 100 100 - - Ceased operations Sdn. Bhd.

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21. Investment in subsidiaries (cont’d)

% OF OWNERSHIP % OF OWNERSHIP INTEREST HELD BY INTEREST HELD BY NON-CONTROLLING NAME OF THE GROUP INTERESTS PRINCIPAL SUBSIDIARIES 2017 2016 2017 2016 ACTIVITIES % % % %

Subsidiary of Kenneison Brothers Construction Sdn. Bhd.:

Kenneison Engineering 100 100 - - Construction works Sdn. Bhd.

Subsidiary of Power Gas System Sdn. Bhd.:

LPG System Sdn. Bhd. 98.2 98.2 1.8 1.8 Ceased operations

* audited by a fi rm other than Ernst & Young.# subsidiaries under member's voluntary winding up as at 31 March 2017.

(a) Subscription of additional shares in subsidiaries

During the year, Vistayu Sdn. Bhd. (“VSB”) increased its issued and paid up capital from 100 ordinary shares of RM1.00 each to 250,000 ordinary shares of RM1.00 each by allotting 249,900 new ordinary shares at RM1.00 each to its existing shareholder and one non-controlling shareholder. Symphony Estates Sdn. Bhd. subscribed for 187,445 ordinary shares of RM1.00 each, resulting in an increase of the Group’s interest in VSB to 75%.

During the year, the Company acquired additional issued and paid up capital of Langkawi Fair Sdn. Bhd. and Symphony Estates Sdn. Bhd. of 13,500,000 ordinary shares of RM1.00 each and 13,400,000 ordinary shares of RM1.00 each for consideration of RM13,500,000 and RM13,400,000 respectively.

The above acquisition of additional issued and paid up capital in subsidiaries did not have any material impact to the Group as it involves acquisition of additional shares of wholly owned subsidiaries.

(b) Disposal of subsidiaries

During the year, the Company disposed off its entire shares in Symphony Sales & Marketing Sdn. Bhd., Symphony Projects Sdn. Bhd., Symphony Assets Management Sdn. Bhd. and Prima Panorama (M) Sdn. Bhd. to its wholly owned subsidiary, Symphony Estates Sdn. Bhd. ("SESB") for a consideration of RM2.00 respectively.

The above disposal of subsidiaries did not have any material impact to the Group as it involve internal reorganisation.

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21. Investment in subsidiaries (cont’d)

(b) Disposal of subsidiaries (cont’d)

The summarised fi nancial information presented below is the amount before inter-company elimination for material subsidiaries which have non-controlling interests that are individually not signifi cant but material in aggregate to the Group:

(i) Summarised statements of fi nancial position

51G BRILLIANT VITAL DEVELOPMENT DEXVIEW ARMADA CAPACITY VISTAYU SDN. BHD. SDN. BHD. SDN. BHD. SDN. BHD. SDN. BHD. TOTAL RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 31 March 2017

Non current assets - - - 20,210 89,727 109,937 Current assets 27,706 82,461 24,343 - 4,051 138,561 Cash and cash equivalent 256 1,269 33 108 - 1,666 equivalent 256 1,269 33 108 - 1,666 Total Assets 27,962 83,730 24,376 20,318 93,778 250,164

Current liabilities 23,704 67,878 24,376 5,375 66,886 188,219 Non-current liabilities 3,111 18,732 - 15,000 30,000 66,843 Total Liabilities 26,815 86,610 24,376 20,375 96,886 255,062 Net Assets/ (Liabilities) 1,147 (2,880) - (57) (3,108) (4,898) (Liabilities) 1,147 (2,880) - (57) (3,108) (4,898)

Equity attributable to owners of the Company 574 (1,440) - (29) (2,330) (3,225) Non-controlling interests 573 (1,440) - (28) (778) (1,673) interests 573 (1,440) - (28) (778) (1,673) 1,147 (2,880) - (57) (3,108) (4,898) 1,147 (2,880) - (57) (3,108) (4,898)

At 31 March 2016

Non current assets - 4 - 19,258 68,892 88,154 Current assets 27,693 44,892 9,532 - 704 82,821 Cash and cash equivalent 262 1,823 145 76 35 2,341 equivalent 262 1,823 145 76 35 2,341 Total Assets 27,955 46,719 9,677 19,334 69,631 173,316

Current liabilities 22,505 29,730 9,669 4,222 41,599 107,725 Non-current liabilities 3,111 19,021 - 15,000 30,000 67,132 Total Liabilities 25,616 48,751 9,669 19,222 71,599 174,857

Net Assets/ (Liabilities) 2,339 (2,032) 8 112 (1,968) (1,541) (Liabilities) 2,339 (2,032) 8 112 (1,968) (1,541)

Equity attributable to owners of the Company 1,170 (1,016) 4 57 (1,083) (868) Non-controlling interests 1,169 (1,016) 4 55 (885) (673) interests 1,169 (1,016) 4 55 (885) (673) 2,339 (2,032) 8 112 (1,968) (1,541) 2,339 (2,032) 8 112 (1,968) (1,541)

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21. Investment in subsidiaries (cont’d)

(b) Disposal of subsidiaries (cont’d)

(ii) Summarised statements of comprehensive income

51G BRILLIANT VITAL DEVELOPMENT DEXVIEW ARMADA CAPACITY VISTAYU SDN. BHD. SDN. BHD. SDN. BHD. SDN. BHD. SDN. BHD. TOTAL RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 31 March 2017

Revenue - 13,372 - - 1,435 14,807 Loss for the year (1,190) (851) (8) (170) (1,408) (3,627)

Equity attributable to owners of the Company (595) (426) (4) (86) (953) (2,064) Non-controlling interests (595) (425) (4) (84) (455) (1,563) interests (595) (425) (4) (84) (455) (1,563) (1,190) (851) (8) (170) (1,408) (3,627) (1,190) (851) (8) (170) (1,408) (3,627)

At 31 March 2016

Revenue - 3,996 - - - 3,996 Loss for the year (1,040) (2,150) (18) (84) (1,248) (4,540)

Equity attributable to owners of the Company (520) (1,075) (9) (43) (686) (2,333) Non-controlling interests (520) (1,075) (9) (41) (562) (2,207) interests (520) (1,075) (9) (41) (562) (2,207) (1,040) (2,150) (18) (84) (1,248) (4,540) (1,040) (2,150) (18) (84) (1,248) (4,540)

(iii) Summarised statements of cash fl ows

51G BRILLIANT VITAL DEVELOPMENT DEXVIEW ARMADA CAPACITY VISTAYU SDN. BHD. SDN. BHD. SDN. BHD. SDN. BHD. SDN. BHD. TOTAL RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 31 March 2017

Cash fl ows from operating activities (6) (554) (112) 32 24,512 23,872 Cash fl ows from investing activities - - - - (24,547) (24,547) Cash fl ows from fi nancing activities - - - - - - fi nancing activities - - - - - - Net (decrease)/ increase in cash and cash equivalents (6) (554) (112) 32 (35) (675) Cash and cash equivalents at beginning of the fi nancial year 262 1,823 145 76 35 2,341 fi nancial year 262 1,823 145 76 35 2,341 Cash and cash equivalents at end of the fi nancial year 256 1,269 33 108 - 1,666 fi nancial year 256 1,269 33 108 - 1,666

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21. Investment in subsidiaries (cont’d)

(b) Disposal of subsidiaries (cont’d)

(iii) Summarised statements of cash fl ows (cont’d)

51G BRILLIANT VITAL DEVELOPMENT DEXVIEW ARMADA CAPACITY VISTAYU SDN. BHD. SDN. BHD. SDN. BHD. SDN. BHD. SDN. BHD. TOTAL RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 31 March 2016

Cash fl ows from operating activities (30) (18,393) 12 (58) 15,998 (2,471) Cash fl ows from investing activities - 2 - - (16,404) (16,402) Cash fl ows from fi nancing activities - 19,868 - - 410 20,278 Net (decrease)/ increase in cash and cash equivalents (30) 1,477 12 (58) 4 1,405 Cash and cash equivalents at beginning of the fi nancial year 292 346 133 134 31 936 the fi nancial year 292 346 133 134 31 936 Cash and cash equivalents at end of the fi nancial year 262 1,823 145 76 35 2,341 fi nancial year 262 1,823 145 76 35 2,341

22. Investment in associate

GROUP COMPANY 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000

Unquoted shares, at cost 2 2 2 2 Share of post-acquisition losses (2) (2) (2) (2) (2)(2) - - - - 2

Details of associate, which is incorporated in Malaysia, are as follows:

PRINCIPAL EQUITY OWNERSHIP PROPORTION OF NAME OF ASSOCIATE ACTIVITY INTEREST VOTING POWER 2017 2016 2017 2016 % % % %

Held by the Company:

Marak Unggul Sdn. Bhd. Dormant 20 20 20 20

The associate has a fi nancial year-end of 31 December 2016 to be coterminous with those of the holding company’s fi nancial year-end. The fi nancial statements of the associate for the 3-month interim period ended 31 March 2017 have been used for the purpose of applying the equity method of accounting.

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22. Investment in associate (cont’d)

The summarised fi nancial information of the associate individually not material, adjusted for the proportion of ownership interest held by the Group is as follows:

GROUP 2017 2016 RM’000 RM’000

Assets and liabilities

Current assets, representing total assets Current assets, representing total assets 2 2

Current liabilities, representing total liabilities Current liabilities, representing total liabilities (2)(2) (2) (2)

Results Loss for the year - - Loss for the year - -

The Group has not recognised further losses relating to Marak Unggul where its share of losses exceed the Group’s interest and extent of the Group’s legal and constructive obligations in its investment in Marak Unggul. The cumulative losses of Marak Unggul as at end the fi nancial year was RM39,576,606 (2016: RM39,574,558). The Group has no obligation in respect of any of these losses. However should Marak Unggul be in a cumulative profi table position, the Group can recognise the share of the cumulative profi ts.

23. Investment in jointly controlled entities GROUP COMPANY 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000

Unquoted shares, at cost 27,000 22,000 27,000 22,000 Share of post-acquisition profi t/(loss) Share of post-acquisition profi t/(loss) 19,715 19,715 (1,145) (1,145) - - 46,715 46,715 20,855 27,000 27,000 22,000

Details of the jointly controlled entities are as follows:

COUNTRY OF EQUITY OWNERSHIP NAME OF JOINTLY INCORPORATION INTEREST PRINCIPAL CONTROLLED ENTITIES 2017 2016 ACTIVITIES % %

Alpine Return Sdn. Bhd.* Malaysia 50.0 50.0 Property development

Alpine Land Sdn. Bhd.* Malaysia 50.0 50.0 Property development

Jakel Land Sdn. Bhd. Malaysia 33.3 - Property development

The Group’s aggregate share of current assets, non-current assets, current liabilities and non-current liabilities, income and expenses of the jointly controlled entities are as follows:

* Audited by Ernst & Young, Malaysia

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23.

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24. Investment securities

GROUP COMPANY 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000

(i) Financial assets at fair value through profi t or loss

Non current Equity instrument (quoted in Malaysia) 6,497 6,497 8,890 6,242 6,242 8,580

Current Equity instrument (quoted in Malaysia) 188 190 - - Total fi nancial assets at fair value through profi t or loss value through profi t or loss 6,6856,685 9,080 6,2426,242 8,580

At market value Quoted shares: Non current 6,4976,497 8,890 6,242 6,242 8,580

Current 188 190 - -

(ii) Available-for-sale fi nancial assets

Non current

Equity instrument (unquoted in Malaysia) 10,000 10,000 - - Golf clubs corporate membership membership 1,0231,023 1,023 812 813 11,023 11,023 812 813 Less: Accumulated impairment losses - Unquoted shares (6,683) (6,683) - - - Golf clubs corporate membership (333) (333) (333) (333) (333) (333) (333) (333) (7,016) (7,016) (7,016) (7,016) (333)(333) (333) (333) Total available-for-sale fi nancial assets 4,007 4,007 4,007 479 480

Subtotal of current investment securities 188 190 - -

Subtotal of non current investment securities 10,504 10,504 12,897 6,721 6,721 9,060

Total investment securities 10,69210,692 13,087 6,721 6,721 9,060

The fair value of the available-for-sale fi nancial assets has not been disclosed as its fair value cannot be measured reliably due to the lack of quoted market price in an active market. The assumptions required for valuing this fi nancial instruments using valuation techniques by management would result in the range of fair value estimates to be signifi cant and the probability of the various estimates cannot be reasonably assessed. Accordingly, the carrying amount of these available-for-sale fi nancial assets continues to be stated at cost.

Certain quoted shares of the Group and of the Company with carrying values of RM6,088,000 (2016: RM8,366,000) and RM6,088,000 (2016: RM8,366,000) respectively were pledged as securities for credit facilities granted to the Group and the Company as disclosed in Note 34.

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25. Inventories GROUP 2017 2016 RM’000 RM’000

At cost: Completed properties 82,211 34,351

Completed properties of the Group amounting to RM51,174,000 (2016: RM14,518,000) were charged to fi nancial institutions to secure credit facilities granted to the Group and the Company as disclosed in Note 34.

26. Trade and other receivables GROUP COMPANY 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000

Non current Other receivable Disposal consideration Disposal consideration - 18,519 - -

Current Trade receivables Third parties 112,480 77,293 - - Retention sums 2,066 2,066 2,066 - - 114,546 79,359 - - Less: Allowance for doubtful debts (10,400) (10,400) (10,366) (10,366) - - Trade receivables, net 104,146 104,146 68,993 - -

Other receivables Amounts due from related parties: Subsidiaries - - 80,816 123,718 Jointly controlled entity Jointly controlled entity 68,99968,999 41,234 68,99968,999 41,234 68,999 41,234 149,815 164,952 Deposits 14,142 20,740 411 489 Disposal consideration 20,000 20,000 - - Sundry receivables 3,113 3,113 4,240 406 372 106,254 86,214 150,632 165,813

Less: Allowance for doubtful debts (443) (443) (336) (336) (37,642) (37,642) (37,638) (37,638) Other receivables, net 105,811 105,811 85,878 112,990 112,990 128,175

Trade and other receivables (current) 209,957 209,957 154,871 112,990112,990 128,175

Grand total 209,957 209,957 173,390 112,990 112,990 128,175

Ageing analysis of trade receivablesAgeing analysis of trade receivables

The ageing analysis of the Group’s total trade receivables is as follows: GROUP 2017 2016 RM’000 RM’000

Neither past due nor impaired 81,305 43,327 1 to 30 days past due not impaired 4,761 10,130 31 to 120 days past due not impaired 11,782 9,305 More than 121 days past due not impaired 6,298 6,231 22,841 25,666 Impaired 10,40010,400 10,366 114,546 114,546 79,359

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26. Trade and other receivables (cont’d)

Receivables that are neither past due nor impairedReceivables that are neither past due nor impaired

Trade receivables that are neither past due nor impaired are stakeholders sum and creditworthy debtors with good payment records with the Group.

None of the Group’s trade receivables that are neither past due nor impaired have been renegotiated during the fi nancial year.

Receivables that were past due but not impairedReceivables that were past due but not impaired

The receivables that are past due but not impaired are unsecured in nature. The directors are of the opinion that these debts should be realised in full without material losses in the ordinary course of business as these customers do not have any fi nancial diffi culties nor have defaulted on payments.

Receivables that are impairedReceivables that are impaired

The Group’s trade receivables that are impaired at the reporting date and the movement of the allowance for doubtful debts used to record the doubtful debts are as follows:

GROUP INDIVIDUALLY IMPAIRED 2017 2016 RM’000 RM’000

Trade receivables 10,400 10,366 Less: Allowance for doubtful debts (10,400) (10,400) (10,366) (10,366) - -

Movement in allowance for doubtful debts:

GROUP COMPANY 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000

Trade receivables At 1 April 2016/2015 10,366 10,511 - - Add/(less): Allowance during the year 152 7 - - Write back to profi t or loss (118) (118) (152) (152) - - At 31 March 10,400 10,400 10,366 - -

Other receivables At 1 April 2016/2015 336 336 37,638 38,076 Add/(less): Allowance during the year 107 - 4 31 Write back to profi t or loss Write back to profi t or loss - - - (469) (469) At 31 March 443 336 37,64237,642 37,638

(a) Credit risk

The Group’s primary exposure to credit risk arises through its trade receivables. The Group’s trading terms with its customers are mainly on credit. The credit period is generally for a period of one month, extending up to three months for major customers. Each customer has a maximum credit limit. The Group seeks to maintain strict control over its outstanding receivables and has a credit control department to mitigate and minimise credit risk. Overdue balances are reviewed regularly by senior management. In view of the aforementioned and the fact that the Group’s trade receivables relate to a large number of diversifi ed customers, there is no signifi cant concentration of credit risk. Trade receivables are non-interest bearing.

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26. Trade and other receivables (cont’d)

(b) Amounts due from related parties

Other balances with subsidiaries that are non-trade in nature attract interest rates ranging from 0% to 8.85% (2016: 0% to 8.85%) per annum. All balances with subsidiaries are repayable on demand.

Amounts due from a jointly controlled entity is repayable on demand and attracts interest rate at 7.85% (2016: 7.85%) per annum.

All other amounts due from related parties are non-interest bearing and are repayable on demand. All related party receivables are unsecured and are to be settled in cash.

Further details on related party transactions are disclosed in Note 40.

(c) Disposal consideration

GROUP 2017 2016 RM’000 RM’000

Amount receivable from disposal of property, plant and equipment:

By way of equal instalments 20,000 40,000 Less: Interest accretion - (1,481) (1,481) 20,00020,000 38,519

Maturity of receivable: Within 1 year 20,000 20,000 More than 1 year and less than 2 years More than 1 year and less than 2 years - 18,519 20,00020,000 38,519

Analysed as: Due within 12 months 20,000 20,000 Due after 12 months - 18,519 20,00020,000 38,519

The equal instalments are scheduled over a 4-year period.

Interest accretion is calculated and estimated based on discount rate of 8% (2016: 8%) per annum.

27. Other current assets

GROUP COMPANY 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000 Prepayments 2,082 2,264 426 1,846 Accrued billings in respect of property development costs property development costs 56,354 56,354 52,293 - - 58,436 58,436 54,557 426 1,846

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28. Due from customers on contracts

GROUP 2017 2016 RM’000 RM’000

Construction costs incurred to date 233,163 233,163 Attributable profi ts 11,226 11,226 11,226 244,389 244,389 Less: Progress billings (244,389) (244,389) (244,389) (244,389) - -

The construction of the above project has completed but pending fi nal certifi cation from the relevant parties.

29. Cash and cash equivalents

GROUP COMPANY 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000

Housing Development Accounts 13,384 10,524 1 1 Cash on hand and at banks 20,898 22,445 6,378 2,470 Deposits with licensed banks Deposits with licensed banks 10,46410,464 68,911 9,017 9,017 65,806 Cash and bank balances 44,74644,746 101,880 15,396 15,396 68,277

Deposits: Weighted average interest rates (%) 2.77 3.21 2.78 3.18

Weighted average maturity (days) 31 32 27 21

Cash under the Housing Development Accounts are held pursuant to Section 7A of the Housing Development (Control and Licensing) Act, 1966 and are therefore restricted from use in other operations.

Included in deposits of the Group and the Company are deposits of RM91,000 and RM Nil (2016: RM68,002,000 and RM65,776,000) pledged respectively to fi nancial institutions for credit facilities granted to certain subsidiaries, and hence are not available for general use.

Other information on fi nancial risks of cash and cash equivalents are disclosed in Note 42.

For the purposes of the statement of cash fl ows, cash and cash equivalents comprise the following at the reporting date:

GROUP COMPANY 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000

Cash and bank balances 44,746 101,880 15,396 68,277 Less:Fixed deposits pledged with licensed bank (91) (68,002) - (65,776) Bank overdraft (2,569) (2,569) (1,175) (1,175) - - Cash and cash equivalents 42,086 42,086 32,703 15,396 15,396 2,501

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30. Share capital and treasury shares

Group/Company

NUMBER OF ORDINARY SHARES AMOUNT 2017 2016 2017 2016 ’000 ’000 RM’000 RM’000

Authorised share capital At 1 April/31 March 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000

Issued and fully paid share capital

NUMBER OF ORDINARY SHARES <–––––––––– AMOUNT ––––––––> SHARE SHARE CAPITAL CAPITAL (ISSUED AND TREASURY (ISSUED AND TREASURY FULLY PAID) SHARES FULLY PAID) SHARES ’000 ’000 RM’000 RM’000

At 1 April 2015 310,000 388 310,000 (320) Purchase of treasury shares - 20 - (17) Purchase of treasury shares - 20 - (17) At 31 March 2016 310,000 408 310,000 (337) Purchase of treasury shares - 20 - (14) Purchase of treasury shares - 20 - (14)

At 31 March 2017 310,000 310,000 428 310,000310,000 (351)(351)

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All ordinary shares rank equally with regard to the Company’s residual assets.

Treasury shares

This relates to the acquisition cost of treasury shares net of the proceeds received on their subsequent sale or issuance.

The shareholders of the Company, by an ordinary resolution passed at the Annual General Meeting held on 24 August 2016, renewed their approval for the Company’s plan to purchase its own ordinary shares. The directors of the Company are committed to enhancing the value of the Company for its shareholders and believe that the purchase plan can be applied in the best interests of the Company and its shareholders.

During the fi nancial year, the Company purchased 20,000 of its issued ordinary shares from the open market at an average price of RM0.69 per share. The total consideration paid for the purchase was RM13,800. The purchase transactions were fi nanced by internally generated funds. The shares purchased are being held as treasury shares in accordance with Section 127 of the Companies Act, 2016.

Of the total 310,000,000 (2016: 310,000,000) issued and fully paid ordinary shares as at 31 March 2017, 428,329 (2016: 408,329) are held as treasury shares by the Company. As at 31 March 2017, the number of ordinary shares in issue less the treasury shares is 309,571,671 (2016: 309,591,671).

Warrants 2013/2020

The main features of the Warrants are as follows:

(i) Each Warrant entitles the registered holder at any time during the exercise period to subscribe for one new ordinary shares in the Company at an exercise price of RM1.10.

(ii) The Warrants shall be exercisable at any time within 7 years commencing on and including the date of the issuance of the Warrants. Any Warrants which are not exercised during the exercise period shall thereafter lapse and cease to be valid.

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30. Share capital and treasury shares (cont’d)

Warrants 2013/2020 (cont’d)

(iii) The exercise price and the number of Warrants are subject to adjustment in the event of alteration to the share capital of the Company in accordance with the provisions set out in the deed poll.

(iv) All new ordinary shares to be issued arising from the exercise of the Warrants shall rank pari passu in all respects with the then existing ordinary shares of the Company except that such new ordinary shares shall not be entitled to any dividends, rights, allotments and other distributions on or prior to the date of allotment of the new ordinary shares arising from the exercise of the Warrants.

The warrants are traded on the Bursa Malaysia Securities Berhad and no warrants were converted to ordinary shares during the fi nancial year.

31. Capital and other reserves

GROUP COMPANY CAPITAL OTHER CAPITAL OTHER RESERVES RESERVES RESERVES RESERVES RM’000 RM’000 RM’000 RM’000

As at 1 April 2015/31 March 2016 30,815 (29,913) 10,815 2,275 Additional subscription of shares by non-controlling interests in subsidiaries - (501) - - subsidiaries - (501) - -

As at 31 March 2017 30,815 (30,414) 10,815 2,27530,815 (30,414) 10,815 2,275

Cancellation of treasury shares 10,815 - 10,815 - Reserves on warrant issued to directors - 2,275 - 2,275 Premium on acquisition of non- controlling interest - (32,188) - - Additional subscription of shares by non-controlling interests in subsidiaries - (501) - - Eff ect on redemption of preference share in a subsidiary 20,000 - - - share in a subsidiary 20,000 - - - Total 30,815 (30,414) 10,815 2,275 Total 30,815 (30,414) 10,815 2,275

32. Retained profi ts

The Company may distribute dividends out of its retained profi ts as at 31 March 2017 under the single tier system.

33. Shares held by ESTS Trust

The Company established a trust (“ESTS Trust”) for its eligible executives pursuant to the establishment of an ESTS. The ESTS Trust is administered by an appointed Trustee. The Trustee will be entitled from time to time to accept fi nancial assistance from the Company upon such terms and conditions, as the Company and the Trustee may agree, to purchase shares in the Company from the open market for the purposes of this trust. The shares purchased for the benefi t of the Group’s employees are recorded as Shares held by ESTS Trust in the Group’s and the Company’s statements of fi nancial position as a deduction in arriving at the shareholders’ equity.

The main features of the ESTS, inter-alia, are as follows:

(a) Benefi ciaries of the ESTS are eligible employees who are full-time employees under the category of executives of the Group, which may include executive directors of the Company, who have been in employment with the Company for at least 6 months and are on the payroll of the Company and its subsidiaries during the ESTS Period.

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33. Shares held by ESTS Trust (cont’d)

(b) The aggregate number of shares to be acquired under the ESTS shall not exceed 15 million of the issued ordinary shares of the Company for the time being and the amount required to purchase the fi rst tranche of 10 million issued ordinary shares of the Company shall not exceed RM14 million.

(c) The Scheme shall be in force for a period of 3 years, eff ective from 1 October 2007.

(d) The benefi ciaries shall be entitled to any distribution rights (including but not limited to dividends, bonus and rights issues but shall exclude cash capital repayments) in relation to the ESTS Shares. However, such dividends, if any, are automatically waived in favour of the Company as settlement of any cost incurred in implementing and maintaining the Scheme.

(e) The benefi ciaries shall not be entitled to any voting rights in relation to the ESTS Shares as the voting rights lie with the appointed Trustee who shall take into consideration the recommendations of the adviser appointed by the ESTS Committee before voting.

(f) The award to the benefi ciaries is through the realisation of any gains arising from the disposal of the ESTS Shares held in the ESTS Trust. The net gains from such disposal, after repayment of the corresponding portion of the loan granted by the Company are to be allocated to the benefi ciaries based on the benefi ciaries’ achievement of their respective performance targets as determined by the Company.

The Company appointed RHB Trustees Berhad as the Trustee of the Scheme and entered into a Trust Deed on 24 September 2007.

Subsequently, the following were entered into to amend certain clauses/defi nitions of the Scheme:

(a) First Supplemental Deed dated 10 February 2009 to amend the defi nition of “Eligible Employees” to exclude the Executive Directors and persons connected to the Executive Directors;

(b) Second Supplemental Deed dated 12 March 2009 to extend the maturity period of the ESTS for a further 2 years to 30 September 2012;

(c) Third Supplemental Deed dated 18 September 2012 to extend the maturity period of the ESTS for a further 2 years to 30 September 2014; and

(d) Fourth Supplemental Deed dated 12 November 2013 to extend the maturity period of the ESTS for a further 3 years to 30 September 2017.

The Board had on 3 February 2009 resolved to increase the total shares to be purchased under the ESTS by 5 million to 20 million ordinary shares and the amount required to purchase the total shares shall not exceed RM19 million.

On 26 May 2010, the Board further resolved to increase the total shares to be purchased under the ESTS to 25 million ordinary shares and the amount required to purchase the shares shall not exceed RM25 million. Subsequently on 28 April 2011, the Board further resolved to increase the amount required to purchase the ESTS Shares from RM25 million to RM27 million.

On 30 October 2013, the Trustee received 1,312,499 ordinary shares of the Company being dividend-in-specie by way of distribution of treasury shares on the basis of one (1) treasury share for every twenty (20) existing ESTS Shares held.

NUMBER TOTAL OF SHARES CONSIDERATION ’000 RM’000

At 31 March 2016/31 March 2017 27,563 25,44427,563 25,444

2017 2016

Average share price per share (RM) Average share price per share (RM) 0.92 0.92

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34. Borrowings

GROUP COMPANY 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000

Short term borrowings

Secured: Bank overdrafts 2,569 1,175 - - Term loans 17,320 30,510 - - Revolving credits Revolving credits 112,300112,300 34,000 71,300 71,300 18,000 132,189 132,189 65,685 71,30071,300 18,000

Long term borrowings

Secured: Term loans 246,285 138,940 80,000 - Islamic Medium Term Note - 150,000 - 150,000 246,285 246,285 288,940 80,000 150,000 378,474378,474 354,625 151,300151,300 168,000

Total borrowings

Bank overdrafts 2,569 1,175 - - Term loans 263,605 169,450 80,000 - Revolving credits 112,300 34,000 71,300 18,000 Islamic Medium Term Note - 150,000 - 150,000 378,474378,474 354,625 151,300 151,300 168,000

Maturity of borrowings: Within 1 year 132,189 65,685 71,300 18,000 More than 1 year and less than 2 years 81,465 21,741 20,000 20,000 More than 2 years and less than 5 years 141,783 244,162 60,000 130,000 More than 5 years More than 5 years 23,037 23,037 23,037 - - 378,474 378,474 354,625 151,300 151,300 168,000

The bank overdrafts, term loans, revolving credits and Islamic Medium Term Note are secured by charges on certain assets of the Group and of the Company as follows:

(i) freehold land, leasehold land and buildings (ii) land held for property development (iii) development and completed properties (iv) present and future assets of certain subsidiaries (v) security sharing agreement and trust deed (vi) certain quoted investments

The borrowings are also secured by way of corporate guarantees given by the Company.

The repayment terms vary from a single repayment in full, monthly instalments to quarterly instalments over a period of more than fi ve years or by redemption of development units’ selling price of certain residential development of subsidiaries.

During the year, the Company had fully redeemed the Islamic Medium Term Note.

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34. Borrowings (cont’d)

Other information on fi nancial risks on borrowings are as follows:

WEIGHTED AVERAGE INTEREST RATE FAIR VALUE 2017 2016 2017 2016 TYPE % % MATURITY RM’000 RM’000

Group

Bank overdraft Floating 5.85 5.85 On demand 2,569 1,175 Term loans Floating 5.69 5.62 2017 - 2034 263,605 169,450 Revolving credits Floating 5.18 4.59 On demand 112,300 34,000 Islamic Medium Term Note Fixed - 4.20 2017 - 2019 - 150,000

Company

Term loans Floating 6.18 - 2018 - 2021 80,000 - Revolving credits Floating 5.21 4.45 On demand 71,300 18,000 Islamic Medium Term Note Fixed - 4.20 2017 - 2019 - 150,000

Other information on fi nancial risks of borrowings are disclosed in Note 42.

35. Trade, other payables and deferred income

GROUP COMPANY 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000

Trade payables Third parties (Note (a)) 82,948 42,596 - -

Other payables Amounts due to related parties (Note(b)): Subsidiaries - - 18,026 18,026 50,773 - - 18,026 50,773 Accruals 60,678 32,832 1,372 3,244 Sundry payables 14,461 54,238 2,068 - Amount due to a company related to a director (Note (c)) related to a director (Note (c)) 1,1001,100 1,100 - - 76,239 76,239 88,170 21,466 21,466 54,017 159,187 159,187 130,766 21,46621,466 54,017

Non-current Other payables Deferred income (Note (d)) Deferred income (Note (d)) 41,79241,792 45,609 - - 41,792 41,792 45,609 - -

Total trade and other payables 200,979 176,375 21,466 54,017 Add: Loans and borrowings (Note 34) 378,474 354,625 151,300 168,000 Less: Deferred income (41,792)(41,792) (45,609) (45,609) - - Total fi nancial liabilities carried at amortised cost 537,661537,661 485,391 172,766172,766 222,017

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35. Trade, other payables and deferred income (cont’d)

(a) Trade payables

Trade payables are generally non-interest bearing and the normal trade credit terms range from 30 to 90 (2016: 30 to 90) days.

(b) Amounts due to related parties

Amounts due to related parties are non-interest bearing and are repayable on demand. The amounts are unsecured and are to be settled in cash.

(c) Amount due to a company related to a director

Amount due to a company related to a director is non-interest bearing and is repayable on demand. The amount is unsecured and is to be settled in cash.

(d) Deferred income

GROUP 2017 2016 RM’000 RM’000

(i) Deferred income on disposal of property to a jointly controlled entity 31,293 33,943 (ii) Deferred lease income (ii) Deferred lease income 10,49910,499 11,666 41,79241,792 45,609

(i) Deferred income is in respect of unrealised profi t arising from the disposal of the land ("Mayang Land") to Alpine Return Sdn. Bhd. ("Alpine") in prior years. The income will be realised upon sale of the land when sold to third parties or when the Company disposes of its investment in Alpine. During the year, deferred income of RM2,650,000 (2016: RM1,565,000) was realised in proportion to the percentage of completion of the entire project in Alpine.

(ii) During the year, lease income of RM1,167,000 (2016: RM1,167,000) was realised on a straight line basis over the lease term.

Further details on related party transactions are disclosed in Note 40.

36. Other current liabilities GROUP 2017 2016 RM’000 RM’000

Progress billings in respect of property development costs - 14,720

37. Deferred taxation

GROUP COMPANY 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000

At 1 April 2016/2015 (9,960) (9,200) (42) (42) Recognised in profi t or loss (Note 13) (2,549)(2,549) (760) (760) - - At 31 March (12,509) (12,509) (9,960) (9,960) (42)(42) (42) (42)

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37. Deferred taxation (cont’d)

GROUP COMPANY 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000

Presented after appropriate off setting as follows:

Deferred tax assets (12,509) (12,509) (9,960) (9,960) (42) (42) (42) (42)

The components and movements of deferred tax liabilities and assets during the fi nancial year prior to off setting are as follows:

Deferred tax liabilities of the Group

FAIR VALUE ACCELERATED OF FREEHOLD CAPITAL LAND ON ALLOWANCES CONSOLIDATION TOTAL RM’000 RM’000 RM’000

At 1 April 2015 470 6,315 6,785 Recognised in profi t or loss 19 - 19 Recognised in profi t or loss 19 - 19 At 31 March 2016 489 6,315 6,804 Recognised in profi t or loss 7 - 7 Recognised in profi t or loss 7 - 7

At 31 March 2017 496 6,315 6,811 496 6,315 6,811

Deferred tax assets of the Group

UNUSED UNABSORBED DEFERRED TAX CAPITAL INCOME LOSSES ALLOWANCES PROVISIONS TOTAL RM’000 RM’000 RM’000 RM’000 RM’000

At 1 April 2015 (11,742) (3,704) (284) (255) (15,985) Recognised in profi t or loss 656 (1,430) (5) - (779) loss 656 (1,430) (5) - (779) At 31 March 2016 (11,086) (5,134) (289) (255) (16,764) Recognised in profi t or loss 916 (3,472) - - (2,556) or loss 916 (3,472) - - (2,556)

At 31 March 2017 (10,170) (8,606) (289) (255) (19,320)

Deferred tax of the Company

UNUSED UNABSORBED ACCELERATED TAX CAPITAL CAPITAL LOSSES ALLOWANCES PROVISIONS ALLOWANCES TOTAL RM’000 RM’000 RM’000 RM’000 RM’000

At 1 April 2015, 31 March 2016 and 31 March 2017 (116) (99) (47) 220 (42)

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37. Deferred taxation (cont’d)

Deferred tax assets have not been recognised in respect of the following items:

GROUP COMPANY 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000

Unused tax losses 33,904 47,560 27,263 27,263 Unabsorbed capital allowances 2,102 2,162 2,097 2,096 Other deductible temporary diff erences 39,004 39,004 43,350 440 314 75,010 75,010 93,072 29,800 29,800 29,673

The unused tax losses and unabsorbed capital allowances are available indefi nitely for off set against future taxable profi ts of the subsidiaries in which those items arose, subject to guidelines issued by the tax authority.

Deferred tax assets have not been recognised where it is not probable that future taxable profi ts will be available against which the subsidiaries can utilise the benefi ts as it is subject to the tax authorities allowing such utilisation against future taxable profi t arising from similar business activity.

38. Financial guarantee

Financial guarantee given to fi nancial institutions for credit facilities granted to subsidiaries is secured by charges as disclosed in Note 34.

39. Commitments

(a) Capital commitments GROUP 2017 2016 RM’000 RM’000

Approved and contracted for: Purchase of land - 46,560

(b) Operating lease commitments - as lessor

On 18 March 1996, Symphony Life Berhad had signed a non-cancellable lease arrangement on its freehold land in Cheras with Makro Cash & Carry Distribution (M) Sdn. Bhd., which has since been taken over by Tesco Stores (Malaysia) Sdn. Bhd., for a lease period of 30 years for an upfront rental income of RM35 million, and with an option to renew for another 30 years at the prevailing market rate.

40. Related party disclosures

GROUP COMPANY 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000

(a) Transactions with subsidiaries

- dividend income - - 14,349 4,500 - interest income receivables - - 16,684 15,517 - management fees - management fees - - 6,406 6,406 4,159

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40. Related party disclosures (cont’d)

GROUP COMPANY 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000

(b) Transactions with companies connected to a Director

Symphony Assets Sdn. Bhd.# - rental expense - rental expense (1,063)(1,063) (1,952) (1,952) (1,063)(1,063) (964) (964)

(c) Transactions with a jointly controlled entity

Alpine Return Sdn. Bhd. - interest on advances 1,680 1,576 3,360 3,152 - advances to 2,500 2,500 - 2,5002,500 -

# The company in which Tan Sri Mohamed Azman bin Yahya, a director of the Company, is deemed to have substantial interest.

Information regarding the outstanding balances arising from the related party transactions as at 31 March 2017 are disclosed in Notes 26 and 35.

(d) Compensation of key management personnel

The remuneration of members of key management other than directors during the year was as follows:

GROUP COMPANY 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000

Wages and salaries 1,360 1,385 851 867 Contributions to defi ned contribution plan 154 148 97 93 Social security contributions 2 2 2 1 Other benefi ts 271 240 176 142 1,787 1,787 1,775 1,1261,126 1,103

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity. Remuneration of directors is as disclosed in Note 7.

41. Signifi cant events during the fi nancial year

(a) The Company had on 21 November 2012 announced that its wholly-owned subsidiary, Symphony Estates Sdn. Bhd. (“SESB”) had entered into a Shareholders’ Agreement with Mobuild Sdn. Bhd. (“MSB”) to govern the material aspect of the proposed development of four (4) pieces of contiguous country lease land located at Daerah Kota Kinabalu, Sabah (“the Land”), including the planning, design, construction, fi nancing, management and sale of the individual units to be erected on the Land (“Proposed Joint Development”). The Proposed Joint Development will be carried out via a joint venture company, Brilliant Armada Sdn. Bhd. (“BASB”). MSB had on even date subscribed for 49% equity interest in BASB.

BASB had also on even date entered into a Project Development Agreement (“PDA”) with MSB to undertake the Proposed Joint Development.

The Company had on 19 July 2016 announced that the conditions precedent have been fulfi lled and as such the PDA had become unconditional.

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41. Signifi cant events during the fi nancial year (cont’d)

(b) On 8 October 2015, the Company announced that the Company had entered into a Development Agreement ("DA") with Majlis Kebajikan Dan Sukan Anggota - Anggota Kerajaan Malaysia ("MAKSAK") for the proposed development of a parcel of leasehold land measuring approximately 13,595 square metres held under PN 22976, Lot 51867, Mukim and District of Kuala Lumpur ("the Land") for a total consideration of RM100.081 million ("the Proposed Development"). The Land is located along Jalan Cheras.

The Company and MAKSAK have mutually agreed to extend the conditional period of the DA for a further period of six (6) months to expire on 7 October 2017.

42. Financial risk management objectives and policies

The Group and the Company are exposed to fi nancial risks arising from their operations and the use of fi nancial instruments. The key fi nancial risks include interest rate risk, liquidity risk and credit risk.

The Board of Directors reviews and agrees on the policies and procedures for the management of these risks, which are executed by the Chief Financial Offi cer. The Audit Committee provides independent oversight to the eff ectiveness of the risk management process.

It is, and has been throughout the current and previous fi nancial year, the Group’s policy that no derivatives shall be undertaken except for the use as hedging instruments where appropriate and cost-effi cient. The Group and the Company do not apply hedge accounting.

The following sections provide details regarding the Group’s and Company’s exposure to the above-mentioned fi nancial risks and the objectives, policies and processes for the management of these risks.

(a) Interest rate risk

Cash fl ow interest rate risk is the risk that the future cash fl ows of a fi nancial instrument will fl uctuate because of changes in market interest rates. Fair value interest rate risk is the risk that the value of a fi nancial instrument will fl uctuate due to changes in market interest rates. As the Group has no signifi cant interest-bearing fi nancial assets, the Group’s income and operating cash fl ows are substantially independent of changes in market interest rates. The Group’s interest-bearing fi nancial assets are mainly short-term in nature and have been mostly placed in fi xed deposits.

The Group has minimal exposure to interest rate risk at the reporting date. The table as disclosed in Note 34 sets out the carrying amounts, the weighted average eff ective interest rates ("WAEIR") as at the reporting date and the remaining maturities of the Group’s and of the Company’s fi nancial instruments that are exposed to interest rate risk.

Sensitivity analysis for interest rate riskSensitivity analysis for interest rate risk

At the reporting date, if interest rates had been 25 basis points lower/higher, with all other variables held constant, the Group’s profi t net of tax would have been RM451,000 (2016: RM654,000) higher/lower, arising mainly as a result of lower/higher interest expense on fl oating rate loans and borrowings.

(b) Foreign exchange risk

The Group has no material exposure to any foreign exchange risk.

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42. Financial risk management objectives and policies (cont’d)

(c) Liquidity risk

Liquidity risk is the risk that the Group or the Company will encounter diffi culty in meeting fi nancial obligations due to shortage of funds. The Group’s and the Company’s exposure to liquidity risk arises primarily from mismatches of the maturities of fi nancial assets and liabilities. The Group’s and the Company’s objective is to maintain a balance between continuity of funding and fl exibility through the use of stand-by credit facilities.

The Group manages its debt maturity profi le, operating cash fl ows and the availability of funding so as to ensure that refi nancing, repayment and funding needs are met. As part of its overall liquidity management, the Group maintains suffi cient levels of cash or cash convertible investments to meet its working capital requirements. In addition, the Group strives to maintain available banking facilities at a reasonable level to its overall debt position. As far as possible, the Group raises committed funding from both capital markets and fi nancial institutions and balances its portfolio with some short term funding so as to achieve overall cost eff ectiveness.

Analysis of fi nancial instruments by remaining contractual maturities

The table below summarises the maturity profi le of the Group’s and the Company’s liabilities at the reporting date based on contractual undiscounted repayment obligations.

ON DEMAND OR WITHIN ONE TO MORE THAN ONE YEAR FIVE YEARS FIVE YEARS TOTAL RM’000 RM’000 RM’000 RM’000

Group Financial liabilities: At 31 March 2017 Trade and other payables 159,187 - - 159,187 Loans and borrowings 146,766 249,594 31,231 427,591 Loans and borrowings 146,766 249,594 31,231 427,591 Total undiscounted fi nancial liabilities 305,953 249,594 31,231 586,778

At 31 March 2016 Trade and other payables 130,766 - - 130,766 Loans and borrowings 80,643 281,305 31,231 393,179 Loans and borrowings 80,643 281,305 31,231 393,179 Total undiscounted fi nancial liabilities 211,409 281,305 31,231 523,945

ON DEMAND OR WITHIN ONE TO ONE YEAR FIVE YEARS TOTAL RM’000 RM’000 RM’000

Company Financial liabilities: At 31 March 2017 Trade and other payables 21,466 - 21,466 Loans and borrowings 76,244 89,888 166,132 Loans and borrowings 76,244 89,888 166,132 Total undiscounted fi nancial liabilities 97,710 89,888 187,598

At 31 March 2016 Trade and other payables 54,017 - 54,017 Loans and borrowings 24,300 161,340 185,640 Loans and borrowings 24,300 161,340 185,640 Total undiscounted fi nancial liabilities 78,317 161,340 239,657

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42. Financial risk management objectives and policies (cont’d)

(d) Credit risk

The Group’s credit risk is primarily attributable to trade receivables. The Group trades only with recognised and creditworthy third parties. It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verifi cation procedures. In addition, receivable balances are monitored on an ongoing basis and the Group’s exposure to bad debts is not signifi cant. Since the Group trades only with recognised and creditworthy third parties, there is no requirement for collateral.

Exposure to credit riskExposure to credit risk

The credit risk of the trade and other receivables is disclosed in Note 26.

Credit risk concentration profi leCredit risk concentration profi le

The Group’s concentration of risk also includes the amount receivable as disclosed in Note 26 and the Group minimises its credit risk by continuous monitoring of receivable balances.

Financial assets that are neither past due nor impairedFinancial assets that are neither past due nor impaired

Information regarding trade and other receivables that are neither past due nor impaired is disclosed in Note 26.

Financial assets that are either past due or impairedFinancial assets that are either past due or impaired

Information regarding fi nancial assets that are either past due or impaired is disclosed in Note 26.

43. Fair values

The following are classes of fi nancial instruments that are not carried at fair value and whose carrying amounts are reasonable approximation of fair value:

NOTE Trade and other receivables 26 Trade and other payables 35

The carrying amounts of these fi nancial assets and liabilities are reasonable approximation of fair value due to their short-term nature.

Information regarding fair values of investment properties are disclosed in Note 18.

44. Financial instruments

(a) Financial assets at fair value through profi t or loss

As stipulated in Amendments to FRS 7 : Improving Disclosure about Financial Instruments, the Group and the Company are required to classify fair value measurement using a fair value hierarchy. The fair value hierarchy would have the following levels:

Level 1 - the fair value is measured using quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2 - the fair value is measured using inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)

Level 3 - the fair value is measured using inputs for the asset or liability that are not based on observable market data (unobservable inputs)

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44. Financial instruments (cont’d)

(a) Financial assets at fair value through profi t or loss (cont’d)

The following table presents other fi nancial assets and fi nancial liabilities that are measured at fair value:

LEVEL 1 LEVEL 2 LEVEL 3 TOTAL RM’000 RM’000 RM’000 RM’000

As at 31 March 2017 Group

Assets Financial asset at fair value through profi t or loss 6,685 - - 6,685 6,685 - - 6,685

Company

Assets Financial asset at fair value through profi t or loss 6,242 - - 6,242 6,242 - - 6,242

As at 31 March 2016 Group

Assets Financial asset at fair value through profi t or loss 9,080 - - 9,080 through profi t or loss 9,080 - - 9,080

Company

Assets Financial asset at fair value through profi t or loss 8,580 - - 8,580 through profi t or loss 8,580 - - 8,580

(b) Financial instrument classifi ed as loans and receivables

GROUP COMPANY 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000

Trade and other receivables (Note 26) 209,957 173,390 112,990 128,175 Cash and bank balances (Note 29) (Note 29) 44,74644,746 101,880 15,39615,396 68,277 Total loans and receivables 254,703254,703 275,270 128,386128,386 196,452

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45. Capital management

The primary objective of the Group’s capital management is to ensure that it maintains healthy capital ratios in order to support its business and maximise shareholders’ value.

The Group manages its capital structure and makes adjustments to it in light of changes in, amongst others, its operating environment and economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the fi nancial years ended 31 March 2017 and 31 March 2016.

The Group monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Group considers the net debt as loans and borrowings less cash and bank balances.

GROUP COMPANY 2017 2016 2017 2016 NOTE RM’000 RM’000 RM’000 RM’000

Loans and borrowings 34 378,474 354,625 151,300 168,000 Less: Cash and bank balances 29 (44,746) (44,746) (101,880) (101,880) (15,396) (15,396) (68,277) (68,277) Aggregate indebtedness 333,728 333,728 252,745 135,904135,904 99,723

Total equity attributable to the equity holders of the Company 609,573 609,573 583,906 506,753 506,753 497,580 Capital and net debt 943,301943,301 836,651 642,657 642,657 597,303

Gearing ratio 35% 30% 21% 17%

46. Segmental information

The Group predominantly carries out its operations in Malaysia. The Group’s operations is presented using the following business segments, reviewed by the chief operating decision maker:

Property development

Incorporating property development, property management and maintenance and property marketing consultancy.

Property investment

Incorporating property investment and property management and maintenance.

Construction and quarry operations

Incorporating construction works, quarry operations and receipt of tribute income.

Other operations

Other operations of the Group comprise other investments and investment holdings, none of which constitutes a separate reportable segment.

Segment revenue, expenses and results include transfers between business segments. These transfers are eliminated on consolidation.

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46. Segmental information (cont’d)

Business Segments

The following table provides an analysis of the Group’s revenue, results, assets and liabilities and other information by business segment:

CONSTRUCTION PROPERTY PROPERTY AND QUARRY OTHER DEVELOPMENT INVESTMENT OPERATIONS OPERATIONS ELIMINATIONS TOTAL RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

2017

Revenue External revenue 223,099 7,250 1,896 445 - 232,690 Inter-segment sales 1,037 - - 6,406 (7,443) - 1,037 - - 6,406 (7,443) - 224,136 7,250 1,896 6,851 (7,443) 232,690 224,136 7,250 1,896 6,851 (7,443) 232,690

Results Segment results 25,405 1,718 2,658 7,080 - 36,861 Unallocated corporate expenses (13,968) Finance costs (7,447) Other investing activities results (2,395) Share of results in jointly controlled entities 20,860 - - - - 20,860 20,860 - - - - 20,860 Profi t before taxation 33,911 Income tax (3,652)(3,652) Profi t for the year 30,25930,259

Assets Segment assets 980,486 2,047 576 134,562 - 1,117,671 Investments in jointly controlled entities 46,715 - - - - 46,715 Unallocated assets 28,67928,679 Total assets 1,193,065 1,193,065

Liabilities Segment liabilities 246,848 2,299 1,670 328,636 - 579,453

Unallocated liabilities 5,7125,712 Total liabilities 585,165585,165

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46. Segmental information (cont’d)

Business Segments (cont’d)

CONSTRUCTION PROPERTY PROPERTY AND QUARRY OTHER DEVELOPMENT INVESTMENT OPERATIONS OPERATIONS ELIMINATIONS TOTAL RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

2016

Revenue External revenue 133,867 7,212 2,435 765 - 144,279 Inter-segment sales 1,120 - - 4,159 (5,279) - sales 1,120 - - 4,159 (5,279) - 134,987 7,212 2,435 4,924 (5,279) 144,279 134,987 7,212 2,435 4,924 (5,279) 144,279

Results Segment results 23,060 2,502 2,625 6,478 - 34,665 Unallocated corporate expenses (11,194) Finance costs (4,639) Other investing activities results (4,659) Share of results in jointly controlled entities 3,408 - - - - 3,408 Profi t before taxation 17,581 Income tax (6,594) Income tax (6,594) Profi t for the year 10,987 Profi t for the year 10,987

Assets Segment assets 903,476 16,774 836 168,185 - 1,089,271 Investments in jointly controlled entities 20,855 - - - - 20,855 Unallocated assets 25,229 Total assets 1,135,355

Liabilities Segment liabilities 243,828 4,287 1,793 295,812 - 545,720 Unallocated liabilities 6,402 Total liabilities 552,122

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NOTES TO THE FINANCIAL STATEMENTS

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47. Supplementary explanatory note on disclosure of realised and unrealised profi ts

The breakdown of the retained earnings of the Group and of the Company as at 31 March 2017 into realised and unrealised profi ts is presented in accordance with the directive issued by Bursa Malaysia Securities Berhad dated 25 March 2011 and prepared in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profi ts or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants.

GROUP COMPANY 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000

Total retained earnings of the Company and its subsidiaries - Realised 297,380 291,057 209,500 200,313 - Unrealised (5,542) (5,542) (5,157) (5,157) (42) (42) (42) (42) 291,838 285,900 209,458 200,271

Total share of accumulated losses from:- Associated companies: - Realised (2) (2) - - Jointly controlled entities: - Realised 19,715 19,715 (1,145) (1,145) - - 311,551 284,753 209,458 200,271 Less: Consolidation adjustments Less: Consolidation adjustments 13,41613,416 14,032 - - Total retained earnings as per fi nancial statements 324,967 324,967 298,785 209,458 209,458 200,271

The determination of realised and unrealised profi ts as above is solely for complying with the disclosure requirements as stipulated in the directive of Bursa Malaysia Securities Berhad and should not be applied for any other purposes.

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ANALYSIS OFSHAREHOLDINGSAS AT 20 JUNE 2017

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ANALYSIS OF SHAREHOLDINGS

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Issued & Paid-up Capital : RM310,000,000Class of share : Ordinary Shares Voting rights : One vote per Ordinary Share

SHAREHOLDINGS DISTRIBUTION

NO. OF NO. OFSIZE OF SHAREHOLDINGS SHAREHOLDERS % SHARES * % * Less than 100 601 7.74 17,555 0.01100 – 1,000 523 6.74 211,731 0.071,001 – 10,000 4,771 61.48 17,382,269 5.6210,001 – 100,000 1,597 20.58 46,689,809 15.08100,001 to less than 5% of issued shares 266 3.43 178,530,172 57.675% and above of issued shares 2 0.03 66,730,135 21.56TOTAL 7,760 100.00 309,561,671 100.00TOTAL 7,760 100.00 309,561,671 100.00

* Excluding a total of 438,329 ordinary shares bought back by the Company and retained as treasury shares.

DIRECTORS’ SHAREHOLDINGS AS PER THE REGISTER OF DIRECTORS NO. OF ORDINARY SHARES HELD DIRECT INDIRECTNO. NAME OF DIRECTORS INTEREST % * INTEREST % *

1 Tan Sri Mohamed Azman bin Yahya 8,715,000 2.82 60,165,0001 1 19.432 Chin Jit Pyng 12,570,270 4.06 8,820,000 2 2.853 Dato’ Robert Teo Keng Tuan - - 11,025 3 0.0044 Tan Sri Nik Mohamed bin Nik Yaacob - - - -5 Lee Siew Choong - - - -

Notes:-1 Deemed interested by virtue of his interest in Gajahrimau Capital Sdn. Bhd. pursuant to Section 8 of the Companies Act,

2016.2 Deemed interested by virtue of his interest in Billion Inspiration Sdn. Bhd. pursuant to Section 8 of the Companies Act,

2016.3 Deemed interested by virtue of his interest in BHP Corp. Sdn. Bhd. pursuant to Section 8 of the Companies Act, 2016.

* Excluding a total of 438,329 ordinary shares bought back by the Company and retained as treasury shares.

SUBSTANTIAL SHAREHOLDERS AS PER THE REGISTER OF SUBSTANTIAL SHAREHOLDERS

NO. OF ORDINARY SHARES HELD DIRECT INDIRECTNO. NAME OF SHAREHOLDERS INTEREST % * INTEREST % *

1 Gajahrimau Capital Sdn. Bhd. 60,165,000 19.43 - -2 RHB Trustees Berhad 27,562,499 8.90 - -3 Chin Jit Pyng 12,570,270 4.06 8,820,000 1 2.854 Tan Sri Mohamed Azman bin Yahya 8,715,000 2.82 60,165,000 2 19.43

Notes:-1 Deemed interested by virtue of his interest in Billion Inspiration Sdn. Bhd. pursuant to Section 8 of the Companies Act,

2016.2 Deemed interested by virtue of his interest in Gajahrimau Capital Sdn. Bhd. pursuant to Section 8 of the Companies Act,

2016.

* Excluding a total of 438,329 ordinary shares bought back by the Company and retained as treasury shares.

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ANALYSIS OF SHAREHOLDINGS

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THIRTY (30) LARGEST SHAREHOLDERS

NO. OFNO. NAME OF SHAREHOLDERS SHARES % *

1 ABB Nominee (Tempatan) Sdn. Bhd. 49,612,500 16.03 (Pledged Securities Account for Gajahrimau Capital Sdn. Bhd.)2 Affi n Hwang Nominees (Tempatan) Sdn. Bhd. 17,117,635 5.53 (RHB Trustees Berhad)3 Chin Jit Pyng 10,696,020 3.464 Gajahrimau Capital Sdn. Bhd. 10,552,500 3.415 Maybank Securities Nominees (Tempatan) Sdn. Bhd. 10,444,864 3.37 [RHB Trustees Berhad for Symphony Life Berhad (ESTS)]6 Billion Inspiration Sdn. Bhd. 8,820,000 2.857 Tan Sri Mohamed Azman bin Yahya 8,715,000 2.828 Maybank Nominees (Tempatan) Sdn. Bhd. 8,649,600 2.79 (Pledged Securities Account for Khoo Bee Lian)9 Lembaga Tabung Haji 7,883,700 2.5510 Lock Kai Sang 7,222,600 2.3311 Malpac Capital Sdn. Bhd. 5,512,500 1.7812 Lee Vincent 3,021,952 0.9813 Malpac Capital Sdn. Bhd. 2,730,000 0.8814 Ong Leong Huat 2,271,500 0.7315 Ho Sai Lon Mark 2,162,002 0.7016 Tan Yein Kim @ Tan Eng Kian 2,126,300 0.6917 CIMSEC Nominees (Tempatan) Sdn. Bhd. 2,000,000 0.65 (CIMB for Tan Kian Aik)18 Chin Jit Pyng 1,874,250 0.6119 Kwek Leng San 1,822,500 0.5920 Public Nominees (Tempatan) Sdn. Bhd. 1,714,000 0.55 (Pledged Securities Account for Ng Faai @ Ng Yoke Pei)21 Loh Lip Teck 1,500,000 0.4822 Siow Mon Mee 1,297,835 0.4223 Kenanga Nominees (Tempatan) Sdn. Bhd. 1,283,717 0.41 (Pledged Securities Account for Teh Siew Wah)24 Public Nominees (Tempatan) Sdn. Bhd. 1,260,000 0.41 (Pledged Securities Account for Ng Ngow @ Ng Soo Har)25 JF Apex Nominees (Tempatan) Sdn. Bhd. 1,176,200 0.38 (Pledged Securities Account for Quan Foong Leng)26 AMSEC Nominees (Asing) Sdn. Bhd. 1,101,015 0.36 [KGI Securities (Singapore) Pte. Ltd. for Lee Chee Seng]27 Kenanga Nominees (Tempatan) Sdn. Bhd. 1,085,431 0.35 (Pledged Securities Account for Cheong Chen Yue)28 Maybank Nominees (Tempatan) Sdn. Bhd. 1,030,000 0.33 (Pledged Securities Account for Tan Kian Ling)29 Maybank Nominees (Tempatan) Sdn. Bhd. 1,025,655 0.33 (Low Chee Kong)30 Tan Pan Kuang 976,815 0.32 TOTAL 176,686,091 57.08

* Excluding a total of 438,329 ordinary shares bought back by the Company and retained as treasury shares.

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156

Number of Warrants outstanding : 107,407,888 Warrants 2013/2020

WARRANT HOLDINGS DISTRIBUTION

NO. OF WARRANT NO. OFSIZE OF WARRANT HOLDINGS HOLDERS % WARRANTS %

Less than 100 993 16.20 32,093 0.03100 – 1,000 2,934 47.86 1,275,540 1.191,001 – 10,000 1,671 27.25 4,977,019 4.6310,001 – 100,000 426 6.95 14,206,257 13.23100,001 to less than 5% of issued warrants 103 1.68 45,126,455 42.015% and above of issued warrants 4 0.07 41,790,524 38.91TOTAL 6,131 100.00 107,407,888 100.00

DIRECTORS’ WARRANT HOLDINGS AS PER THE REGISTER OF DIRECTORS

NO. OF WARRANTS HELD DIRECT INDIRECTNO. NAME OF DIRECTORS INTEREST % INTEREST %

1 Tan Sri Mohamed Azman bin Yahya 17,178,749 15.99 12,541,250 1 11.682 Chin Jit Pyng 2,218,562 2.07 600,000 2 0.563 Dato’ Robert Teo Keng Tuan - - 2,756 3 0.0034 Tan Sri Nik Mohamed bin Nik Yaacob - - - -5 Lee Siew Choong - - - -

Notes:-1 Deemed interested by virtue of his interest in Gajahrimau Capital Sdn. Bhd. pursuant to Section 8 of the Companies Act,

2016.2 Deemed interested by virtue of his interest in Billion Inspiration Sdn. Bhd. pursuant to Section 8 of the Companies Act,

2016.3 Deemed interested by virtue of his interest in BHP Corp. Sdn. Bhd. pursuant to Section 8 of the Companies Act, 2016.

ANALYSIS OF WARRANT HOLDINGSAS AT 20 JUNE 2017

ANALYSIS OF WARRANT HOLDINGS

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THIRTY (30) LARGEST WARRANT HOLDERS

NO. OFNO. NAME OF WARRANT HOLDERS WARRANTS %

1 Tan Sri Mohamed Azman bin Yahya 17,178,749 15.992 ABB Nominee (Tempatan) Sdn. Bhd. 12,403,125 11.55 (Pledged Securities Account for Gajahrimau Capital Sdn. Bhd.) 3 Maybank Nominees (Tempatan) Sdn. Bhd. 6,497,650 6.05 (Low Chee Kong) 4 Maybank Nominees (Tempatan) Sdn. Bhd. 5,711,000 5.32 (Pledged Securities Account for Lim Geok Siew)5 CIMSEC Nominees (Tempatan) Sdn. Bhd. 4,694,700 4.37 (CIMB Bank for Low Chee Kong) 6 Low Chee Kong 4,184,900 3.907 Siow Mon Mee 2,086,708 1.948 Maybank Nominees (Tempatan) Sdn. Bhd. 1,862,300 1.73 (Pledged Securities Account for Lim See Siong) 9 Chin Jit Pyng 1,750,000 1.6310 Sia Sui Engan 1,473,050 1.3711 Malpac Capital Sdn. Bhd. 1,378,125 1.2812 Liew Sui Kum 1,214,100 1.1313 Chung Sow Leng 1,100,000 1.0214 Martin Shim Thau Kong 1,021,600 0.9515 Annette Cheah Beng Imm 699,600 0.6516 Malpac Capital Sdn. Bhd. 682,500 0.6417 AllianceGroup Nominees (Tempatan) Sdn. Bhd. 635,000 0.59 (Pledged Securities Account for Tan Kian Aik) 18 Kenanga Nominees (Tempatan) Sdn. Bhd. 623,200 0.58 (Pledged Securities Account for Tan Bee Yook) 19 AllianceGroup Nominees (Tempatan) Sdn. Bhd. 603,200 0.56 (Pledged Securities Account for Ooi Chin Hock) 20 Billion Inspiration Sdn. Bhd. 600,000 0.5621 Dharmendran A/L Kathiravelu 600,000 0.5622 Teng Chin Hing @ Teng Chin Fook 550,551 0.5123 Ho Sai Lon Mark 540,500 0.5024 Ng Chin Heng @ Ng Kok Seng 533,400 0.5025 Tan Aik Joo 507,400 0.4726 Lim Chun Chow 500,000 0.4727 Public Nominees (Tempatan) Sdn. Bhd. 476,800 0.44 (Pledged Securities Account for Foong Hon Beng) 28 Chin Jit Pyng 468,562 0.4429 You Seo Lian 457,700 0.4330 Annie Loo Yean Lay 400,003 0.37

TOTAL 71,434,423 66.51

ANALYSIS OF WARRANT HOLDINGS

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PROPERTIES OWNED BY SYMPHONY LIFE GROUP

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APPROXIMATE NET BOOK AGE OF VALUE AS AT LAND EXISTING USE/ BUILDING/ 31 MARCH AREA DESCRIPTION OF DATE OF YEARS 2017TITLE/LOT NO (Acres) BUILDING ACQUISITION (Tenure) BUILDING ACQUISITION (Tenure) BUILDING ACQUISITION (T ) RM’000

Geran 76450, Lot 20004 0.86 1 unit of completed 1983 3 1,714Seksyen 57, Bandar luxurious condominium (Freehold)Kuala Lumpur in Jalan Ceylon,Wilayah Persekutuan Kuala Lumpur

Lot 102269 2.85 Land held for mixed 2001 22/3/2108 65,800 Lot 102270 3.68 development 22/3/2108Lot 102271 3.70 in Puchong, Selangor 15/3/2111Lot 102272 4.35 15/3/2111Lot 100844 6.06 15/3/2111both in Mukim and Daerah 15/5/2111Petaling, Selangor

P.T. 5679 & P.T. 5710 0.18 2 units of completed 2001 2 1,300 townhouses in Taman (99 years lease Tasik Prima, Puchong, expiring on Selangor 15/5/2111)

PT 5390 HSD 209765 & 1.79 Land held for 1996 - 587PT 5426 HSD 209801 mixed development (Freehold)Lot 36732, P.T. 6030 & in Seremban, P.T. 2243 Negeri SembilanPekan Senawang,Mukim AmpanganDistrict of SerembanNegeri Sembilan

H.S.(D) 414, Lot P.T. 294 8.57 2 storey shopping 1997 20 31,185Mukim Kuah, District of complex located in (LeaseholdLangkawi, Kedah Kuah town, Kedah expiring on 30/12/2093)

P.T. 4476, H.S.(D) 92414, 10.60 Commercial land 1991 - 9,030Mukim Kuala Lumpur located at Taman (Freehold)District of Kuala Lumpur Midah, Jalan Cheras, Kuala Lumpur

Geran 78280 0.38 7 units of completed 2004 3 10,065M1-C/2/61 luxurious condominium (Freehold)M1-C/2/62 in Bukit Tunku, M1-C/3/66 Kuala LumpurM1-C/4/71M1-C/5/75M1-C/6/79M1-C/8/86Seksyen 71,Bandar Kuala LumpurWilayah Persekutuan

PROPERTIES OWNED BY SYMPHONY LIFE GROUP

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APPROXIMATE NET BOOK AGE OF VALUE AS AT LAND EXISTING USE/ BUILDING/ 31 MARCH AREA DESCRIPTION OF DATE OF YEARS 2017TITLE/LOT NO (Acres) BUILDING ACQUISITION (Tenure) BUILDING ACQUISITION (Tenure) BUILDING ACQUISITION (T ) RM’000

Lot 9018, Lot 9019, 13.68 Vacant agricultural 2000 99 years lease 18Lot 9020, Lot 9021 land located at, expiringLot 9022 & Lot 9038 Mukim Batu in 2059Mukim of Batu, District of Gombak,District of Gombak, SelangorSelangor

Lot PT 12269 to PT 12274 397.30 Quarry land for 2012 99 years lease 148,789Mukim and District of extraction of rock expiringUlu Langat, reserves together with in 2111Selangor offi ce and quarry buildings located at Mukim and District of Ulu Langat, Selangor

H.S.(D) 629 / 94 P.T. 23910 0.03 Land together with 1995 20 152 District of Kuala Muda, three storey offi ce (Freehold)Sungai Petani building located at District of Kuala Muda, Sungai Petani, Kedah

H.S.(D) 630 / 94 P.T. 23911 0.03 Land together with 1995 20 152District of Kuala Muda three storey offi ce (Freehold)Sungai Petani building located at District of Kuala Muda, Sungai Petani, Kedah

H.S.(D) 2770/95 P.T. 22389 255.57 Vacant development 1995 - 53,459 land intended for mixed (Freehold)H.S.(D) 4252/95 P.T. 22450 to development, all in theH.S.(D) 4262/95 P.T. 22460 District of Kuala Muda, Sungai Petani, KedahH.S.(D) 4110/95 P.T. 22461 to H.S.(D) 4157/95 P.T. 22508

H.S.(D) 4158/95 P.T. 22509 toH.S.(D) 4163/95 P.T. 22514

H.S.(D) 4165/95 P.T. 22516 toH.S.(D) 4171/95 P.T. 22522

H.S.(D) 4032/95 P.T. 22523 toH.S.(D) 4060/95 P.T. 22551

H.S.(D) 4070/95 P.T. 22561 toH.S.(D) 4088/95 P.T. 22579

H.S.(D) 4234/95 P.T. 22663 toH.S.(D) 4323/95 P.T. 22741

H.S.(D) 4337/95 P.T. 22755 toH.S.(D) 4348/95 P.T. 22766

H.S.(D) 4364/95 P.T. 22782 toH.S.(D) 4387/95 P.T. 22805

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PROPERTIES OWNED BY SYMPHONY LIFE GROUP

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APPROXIMATE NET BOOK AGE OF VALUE AS AT LAND EXISTING USE/ BUILDING/ 31 MARCH AREA DESCRIPTION OF DATE OF YEARS 2017TITLE/LOT NO (Acres) BUILDING ACQUISITION (Tenure) BUILDING ACQUISITION (Tenure) BUILDING ACQUISITION (T ) RM’000

H.S.(D) 4751/95 P.T. 23091 toH.S.(D) 4764/95 P.T. 23104 to

H.S.(D) 4993/95 P.T. 23513 toH.S.(D) 4994/95 P.T. 23514

H.S.(D) 4841/95 P.T. 23181 toH.S.(D) 4880/95 P.T. 23220

H.S.(D) 4721/95 P.T. 23436 toH.S.(D) 4745/95 P.T. 23460

H.S.(D) 4941/95 P.T. 23461 toH.S.(D) 4991/95 P.T. 23511

H.S.(D) 5156/95 P.T. 26049 toH.S.(D) 5397/95 P.T. 26290

H.S.(M) 390/94 P.T. 24207 toH.S.(M) 469/94 P.T. 24286

H.S.(M) 526/94 P.T. 24343 toH.S.(M) 537/94 P.T. 24354

H.S.(D) 5148/95 P.T. 24078

H.S.(M) 299/94 P.T. 24116 toH.S.(M) 372/94 P.T. 24189

H.S.(M) 1527/94 P.T. 25344 toH.S.(M) 1529/94 P.T. 25346

H.S.(M) 1531/94 P.T. 25348 toH.S.(M) 1532/94 P.T. 25349

H.S.(M) 5149/95 P.T. 25351

H.S.(D) 5892/95 P.T. 25366

H.S.(D) 5893/95 P.T. 25367

H.S.(D) 5896/95 P.T. 25370

H.S.(D) 5900/95 P.T. 25374 toH.S.(D) 5903/95 P.T. 25377

H.S.(D) 6191/95 P.T. 25385 toH.S.(D) 6194/95 P.T. 25388

H.S.(D) 6199/95 P.T. 25393 toH.S.(D) 6236/95 P.T. 25430

H.S.(D) 6339/95 P.T. 25533 toH.S.(D) 6387/95 P.T. 25581

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APPROXIMATE NET BOOK AGE OF VALUE AS AT LAND EXISTING USE/ BUILDING/ 31 MARCH AREA DESCRIPTION OF DATE OF YEARS 2017TITLE/LOT NO (Acres) BUILDING ACQUISITION (Tenure) BUILDING ACQUISITION (Tenure) BUILDING ACQUISITION (T ) RM’000

H.S.(D) 6388/95 P.T. 25582 toH.S.(D) 6590/95 P.T. 25784

H.S.(D) 6181/95 P.T. 26796

H.S.(D) 5906/95 P.T. 25785 toH.S.(D) 6169/95 P.T. 26048

H.S. (D) 561/94 P.T. 23842 0.04 Land together with 1995 20 1,520 two/three storey (Freehold)H.S.(D) 4404/95 P.T. 22900 0.03 offi ce building located at DistrictH.S.(D) 4405/95 P.T. 22901 0.03 of Kuala Muda, Sungai Petani, KedahH.S.(D) 4406/95 P.T. 22902 0.03

H.S.(D) 4413/95 P.T. 22909 0.06

H.S.(D) 4414/95 P.T. 22910 0.04

H.S.(D) 4415/95 P.T. 22911 0.04

H.S.(D) 4416/95 P.T. 22912 0.04

H.S.(D) 4418/95 P.T. 22914 0.03

H.S.(D) 4419/95 P.T. 22915 0.03

H.S.(D) 4420/95 P.T. 22916 0.03

H.S.(D) 120640 P.T. 2267 to 161.61 Vacant development 2006 - 14,130H.S.(D) 120647 P.T. 2274 land intended for mixed (Freehold)(Un-subdivided title - development, all in theH.S.(D) 90428 P.T. 48901) District of Kuala Muda, Sungai Petani, Kedah

No. Milik 71695 1.03 Vacant development 2008 - 26,846Lot no. 450 Seksyen 87A land intended for (Freehold)Kuala Lumpur development of luxury condominium location at Kuala Lumpur

PT 15283 (HSD 77573) 22.98 21 units of completed 2010 2 51,174 Seksyen 2, zero lot bungalows in (99 years leaseBandar Hulu Kelang, Ulu Kelang, Selangor expiring 2112)Daerah Gombak,Selangor

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APPROXIMATE NET BOOK AGE OF VALUE AS AT LAND EXISTING USE/ BUILDING/ 31 MARCH AREA DESCRIPTION OF DATE OF YEARS 2017TITLE/LOT NO (Acres) BUILDING ACQUISITION (Tenure) BUILDING ACQUISITION (Tenure) BUILDING ACQUISITION (T ) RM’000

Lot 57502 & Lot 57503 4.46 Land held for 2013 - 64,079Mukim Batu development in Mont’ (Freehold)Tempat Railway Kiara, Kuala LumpurLine Kepong,Kuala Lumpur

Geran 314187, Lot 73535 4.28 Land held for 2014 - 20,210Mukim Sungai Buloh development in Jalan (Freehold)Daerah Petaling, Lapangan TerbangSelangor Subang, Petaling Jaya, Selangor

Lot 10029 for PT 424 15.20 Land held for 2014 99 years lease 65,033(Hakmilik No. 11508) development in expiring 2113Lot 10030 for PT 425 Kota Bharu,(Hakmilik No. 11509) KelantanLot 10031 for PT 427(Hakmilik No. 11510)

H.S. (D) 299134 1.78 Commercial 2014 99 years lease 83,327PT 25 Seksyen 13 development in expiring 2113Town of Petaling Jaya Jalan Semangat,District of Petaling, Petaling Jaya, Selangor Selangor

H.S. (D) 315409 2.62 Land held for 2016 99 years lease 76,005PT 363 Pekan Penaga development in expiring 2115Town of Petaling Jaya Sunway, District of Petaling, SelangorSelangor

H.S.(D) 118800 P.T. 9597 0.28 4 units of completed 2014 2 6,392H.S.(D) 118809 P.T. 9606 3 storey link house (95 years leaseH.S.(D) 118852 P.T. 9653 in Sri Rampai, expiring 2110)H.S.(D) 118861 P.T. 9662 Kuala Lumpur

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NOTICE OF ANNUAL GENERAL MEETING

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GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 54th Annual General Meeting of the Company will be held at the Glenmarie Ballroom A, Holiday Inn Kuala Lumpur Glenmarie, No. 1, Jalan Usahawan U1/8, Seksyen U1, 40250 Shah Alam, Selangor Darul Ehsan on Wednesday, 23 August 2017 at 9.30 a.m. for the following purposes:-

AGENDA

As Ordinary Business:-

1. To receive the Audited Financial Statements for the fi nancial year ended 31 March 2017 together with the Reports of the Directors and Auditors thereon. (Please refer to Explanatory Note A)

2. To approve the payment of a fi rst and fi nal single-tier dividend of 3 sen per ordinary share for the fi nancial year ended 31 March 2017. (Please refer to Explanatory Note B)

3. To approve the payment of Directors’ benefi ts of RM24,500 to the Non-Executive Directors for the period from 31 January 2017 to 31 March 2017 AND the payment of Directors’ benefi ts to the Non-Executive Directors capped at a maximum amount of RM200,000 in aggregate for the fi nancial year ending 31 March 2018 and each subsequent fi nancial year end. (Please refer to Explanatory Note C)

4. To re-elect Tan Sri Nik Mohamed bin Nik Yaacob as a Director, who retires in accordance with Article 83 of the Company’s Articles of Association. (Please refer to Explanatory Note D)

5. To re-appoint Mr. Lee Siew Choong as a Director of the Company. (Please refer to Explanatory Note D)

6. To re-appoint Messrs. Ernst & Young as Auditors of the Company and to authorise the Directors to determine their remuneration.

As Special Business:-

To consider and if thought fi t, to pass the following Ordinary Resolutions:-

7. Authority to Allot and Issue Shares Pursuant to Section 75 of the Companies Act, 2016

“ THAT pursuant to Section 75 of the Companies Act, 2016 (“the Act”) and subject to the approvals of the relevant governmental/regulatory authorities, the Directors be and are hereby empowered to issue shares in the Company, at any time and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion deemed fi t, provided that the aggregate number of shares issued pursuant to this resolution does not exceed ten per centum (10%) of the total number of issued shares of the Company for the time being and that the Directors be and are also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on Bursa Malaysia Securities Berhad (“Bursa Securities”) and that such authority shall continue in force until the conclusion of the next Annual General Meeting (“AGM”) of the Company.”

8. Proposed Renewal of Authority for Purchase of Own Shares by the Company

“ THAT subject to the Act, the rules, regulations and orders made pursuant to the Act, provisions of the Company’s Memorandum and Articles of Association and the Main Market Listing Requirements of Bursa Securities and any other relevant authority, the Directors of the Company be and are hereby unconditionally and generally authorised to make purchases of ordinary shares in the Company’s total number of issued shares through Bursa Securities subject further to the following:-

Resolution 1

Resolution 2

Resolution 3

Resolution 4

Resolution 5

Resolution 6

Resolution 7

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(a) the maximum number of shares which may be purchased by the Company shall be equivalent to ten per centum (10%) of the total number of issued shares of the Company for the time being, quoted on Bursa Securities;

(b) the maximum fund to be allocated by the Company for the purpose of purchasing the shares shall not exceed the audited retained profi ts of the Company as at 31 March 2017;

(c) the authority conferred by this resolution will commence immediately upon the passing of this resolution and will expire at the conclusion of the next AGM of the Company (unless earlier revoked or varied by ordinary resolution of the shareholders of the Company in a general meeting or the expiration of the period within which the next AGM is required by law to be held, whichever occurs fi rst) but not so as to prejudice the completion of purchase(s) by the Company or any person before the aforesaid expiry date and, in any event, in accordance with the Main Market Listing Requirements of Bursa Securities or any other relevant authority;

(d) upon completion of the purchase(s) of the shares by the Company, the shares shall be dealt with by the Directors in any manner as prescribed by the Act, rules, regulations and orders made pursuant to the Act and the Main Market Listing Requirements of Bursa Securities and any other relevant authority for the time being in force;

AND THAT the Directors of the Company be and are hereby authorised to take all such steps and do all such acts (including the execution of any relevant documents) as are necessary or expedient to implement or to give eff ect to the aforesaid authorisation.”

9. To transact any other business for which due notice shall have been given.

NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT

NOTICE IS HEREBY GIVEN THAT the First and Final Single-Tier Dividend, if approved by the shareholders at the forthcoming Annual General Meeting, will be paid on 20 September 2017 to depositors registered in the Record of Depositors at the close of business on 6 September 2017. A depositor shall qualify for entitlement to the dividend only in respect of:-

a. Shares transferred into the depositor’s securities account before 4.00 p.m. on 6 September 2017 in respect of ordinary transfers; and

b. Shares bought on Bursa Securities on a cum entitlement basis according to the rules of Bursa Securities.

BY ORDER OF THE BOARD

Lim Seng Yon (MAICSA 0815774)Alan Chan Chee Ming (LS 0009838)Secretaries

26 July 2017Selangor Darul Ehsan

NOTICE OF ANNUAL GENERAL MEETING (CONT’D)

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NOTICE OF ANNUAL GENERAL MEETING

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Notes:-

1. A proxy may but need not be a member. There shall be no restriction as to the qualifi cation of the proxy.

2. The Form of Proxy, duly completed must be deposited at the registered offi ce of the Company not less than twenty-four (24) hours before the time appointed for holding the meeting or at any adjournment thereof. Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Securities requires all resolutions set out in the Notice of 54th Annual General Meeting to be put to vote by poll.

3. In the event a member(s) duly executes the Form of Proxy but does not name any proxy, such member(s) shall be deemed to have appointed the Chairman of the meeting as his/their proxy. You can also appoint the Chairman of the meeting as your proxy.

4. A member entitled to attend and vote at the meeting is entitled to appoint more than one (1) proxy as his/her proxy or proxies to attend and vote in his/her stead. Where a member appoints more than one (1) proxy, such appointment shall be invalid unless the member specifi es the proportion of the member’s shareholding to be represented by each proxy.

5. Where a member is an exempt authorised nominee, as defi ned under the Securities Industry (Central Depositories) Act, 1991, which holds ordinary shares in the Company for multiple benefi cial owners in one securities account (“Omnibus Account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each Omnibus Account it holds. The appointment of more than one (1) proxy in respect of any particular Omnibus Account shall be invalid unless the exempt authorised nominee specifi es the proportion of its shareholding to be represented by each proxy.

6. If the appointor is a corporation, the Form of Proxy must be executed under its common seal or under the hand of an offi cer or attorney duly authorised.

7. For the purpose of determining a member who shall be entitled to attend the meeting, the Company shall be requesting Bursa Malaysia Depository Sdn. Bhd. to issue a General Meeting Record of Depositors (“ROD”) as at 16 August 2017. Only a depositor whose name appears on the ROD as at 16 August 2017 shall be entitled to attend the said meeting or appoint proxy(ies) to attend and/or vote on such depositor’s behalf.

8. The lodging of the Form of Proxy does not preclude a member from attending and voting in person at the meeting should the member subsequently decide to do so.

Explanatory Note A

This item is meant for discussion only as the provision of Section 340(1)(a) of the Act does not require a formal approval of the shareholders for the Audited Financial Statements. Hence, this agenda is not put forward for voting.

Explanatory Note B

With reference to Section 131 of the Act, a company may only make a distribution to the shareholders out of profi ts of the company available if the company is solvent. On 24 May 2017, the Board has considered the amount of dividend and decided to recommend the same for the shareholders’ approval.

The Directors of the Company are satisfi ed that the Company will be solvent as it will be able to pay its debts as and when the debts become due within twelve (12) months immediately after the distribution is made on 20 September 2017 in accordance with the requirements under Section 132(2) and (3) of the Act.

Explanatory Note C

The payment of Directors’ benefi ts to the Non-Executive Directors comprise mainly of meeting allowances for Board and Board Committees, personal accident insurance, hospitalisation and surgical insurance and such other benefi ts which have been/may be approved by the Board of Directors. The proposed resolution, if passed, will allow the payment of Directors’ benefi ts to the Non-Executive Directors of the Company as and when incurred during the fi nancial year. The Company will seek shareholders’ approval at a general meeting in the event the proposed Directors’ benefi ts exceeds the RM200,000 threshold.

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Explanatory Note D

The Board through the Nominating Committee has undertaken an annual assessment on all the Directors, including Tan Sri Nik Mohamed bin Nik Yaacob (“Tan Sri Nik”) and Mr. Lee Siew Choong (“Mr. Lee”). Tan Sri Nik is seeking for re-election pursuant to Article 83 of the Company’s Articles of Association at the forthcoming AGM. Under the new Companies Act 2016, there is no longer any age limit for the Directors. Mr. Lee, who is above 70, was re-appointed as a Director at the 53rd AGM held on 24 August 2016 pursuant to Section 129(6) of the Companies Act, 1965 and to hold offi ce until the conclusion of the 54th AGM. Mr. Lee has off ered himself for re-appointment and the proposed Resolution 4, if passed, will enable him to continue to act as a Director of the Company and shall subject to retirement by rotation at a later stage.

Tan Sri Nik and Mr. Lee have remained unbiased, objective and independent-minded in their participations in deliberations and decision-making of the Board and Board Committees. On their performance assessment, the performance indicators include their meeting attendances, their interactive contributions, understanding of their roles and responsibilities and their quality of input.

Explanatory Notes on Special Business

Resolution 6 – Authority to Allot and Issue Shares Pursuant to Section 75 of the Act

The resolution, if passed, will give the Directors of the Company, from the date of the above AGM, authority to issue and allot shares of the Company at any time up to an aggregate amount not exceeding ten per centum (10%) of the total number of issued shares of the Company, for such purposes as the Directors may deem fi t and in the interest of the Company. The authority, unless revoked or varied by the Company in a general meeting, will expire at the conclusion of the next AGM of the Company. With the renewal of this authority, the Directors of the Company would be able to raise funds from the equity market at a shorter period of time and any delay arising from and cost involved in convening an extraordinary general meeting to approve such issuance of shares should be eliminated.

The authority will provide fl exibility to the Company for any possible fund raising activities, but not limited to placement of shares for the purpose of funding current and/or future investment project(s), working capital and/or acquisitions or strategic opportunities involving equity deals, which may require the allotment and issuance of new shares.

As at the date of this Notice, no new shares in the Company were issued pursuant to the authority granted to the Directors at the last AGM of the Company held on 24 August 2016 and accordingly no proceeds were raised.

Resolution 7 – Proposed Renewal of Authority for Purchase of Own Shares by the Company

The resolution, if passed, will empower the Directors of the Company to purchase the Company’s shares up to ten per centum (10%) of the total number of issued shares of the Company for the time being, quoted on Bursa Securities, by utilising the funds allocated which shall not exceed the audited retained profi ts of the Company. Further information on the Proposed Renewal of Authority for Purchase of Own Shares by the Company is set out in the Statement to Shareholders dated 26 July 2017 which is despatched together with the Company’s 2017 Annual Report.

NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF ANNUAL GENERAL MEETING (CONT’D)

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NOTICE OF ANNUAL GENERAL MEETING

STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETINGPURSUANT TO PARAGRAPH 8.27(2) OF THE LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD

DETAILS OF INDIVIDUALS WHO ARE STANDING FOR ELECTION AS DIRECTORS

No individual is seeking for election as a Director at the forthcoming 54th Annual General Meeting of the Company.

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THAIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.

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FORM OF PROXY

SYMPHONY LIFE BERHAD(Company No. 5572-H)

(Incorporated in Malaysia)

CDS Account No.No. of Shares HeldCurrent Contact/Tel. No.

I/We* NRIC No.(Full name in capital letters)

of (Full address)

being a member(s) of Symphony Life Berhad (“SymLife” or “Company”) hereby appoint:-

FULL NAME (IN CAPITAL LETTERS) NRIC/PASSPORT NO. NO. OF SHARES

ADDRESS

and/or *FULL NAME (IN CAPITAL LETTERS) NRIC/PASSPORT NO. NO. OF SHARES

ADDRESS

or failing him/her, the Chairman of the meeting* as my/our* proxy/proxies* to vote for me/us* and on my/our* behalf at the 54th Annual General Meeting of the Company to be held at the Glenmarie Ballroom A, Holiday Inn Kuala Lumpur Glenmarie, No. 1, Jalan Usahawan U1/8, Seksyen U1, 40250 Shah Alam, Selangor Darul Ehsan on Wednesday, 23 August 2017 at 9.30 a.m. and at any adjournment thereof.

NO. RESOLUTIONS FOR AGAINST

1. To approve the payment of fi rst and fi nal single-tier dividend2. To approve the payment of Directors’ benefi ts from 31 January 2017 to

31 March 2017 and the payment of Directors’ benefi ts capped at a maximum amount of RM200,000 in aggregate for the fi nancial year ending 31 March 2018 and each subsequent fi nancial year end

3. Re-election of Tan Sri Nik Mohamed bin Nik Yaacob as Director4. Re-appointment of Mr. Lee Siew Choong as Director5. Re-appointment of Messrs. Ernst & Young as Auditors6. Authority to Directors to allot and issue shares pursuant to Section 75 of the

Companies Act, 2016 7. Proposed renewal of authority for purchase of own shares by the Company

Please indicate with an “X” in the appropriate space how you wish your vote to be cast. If you do not do so, the proxy/proxies* will vote in accordance with his/her* discretion.

As witness my/our* hand(s) this day of 2017

Signature/Seal* Strike out whichever is not applicable.

Notes:-1. A proxy may but need not be a member. There shall be no restriction as to the qualifi cation of

the proxy.2. The Form of Proxy, duly completed must be deposited at the registered offi ce of the Company

not less than twenty-four (24) hours before the time appointed for holding the meeting or at any adjournment thereof. Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Securities requires all resolutions set out in the Notice of 54th Annual General Meeting to be put to vote by poll.

3. In the event a member(s) duly executes the Form of Proxy but does not name any proxy, such member(s) shall be deemed to have appointed the Chairman of the meeting as his/their proxy. You can also appoint the Chairman of the meeting as your proxy.

4. A member entitled to attend and vote at the meeting is entitled to appoint more than one (1) proxy as his/her proxy or proxies to attend and vote in his/her stead. Where a member appoints more than one (1) proxy, such appointment shall be invalid unless the member specifi es the proportion of the member’s shareholding to be represented by each proxy.

5. Where a member is an exempt authorised nominee, as defi ned under the Securities Industry (Central Depositories) Act, 1991, which holds ordinary shares in the Company for multiple benefi cial owners in one securities account (“Omnibus Account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each Omnibus Account it holds. The appointment of more than one (1) proxy in respect of any particular Omnibus Account shall be invalid unless the exempt authorised nominee specifi es the proportion of its shareholding to be represented by each proxy.

6. If the appointor is a corporation, the Form of Proxy must be executed under its common seal or under the hand of an offi cer or attorney duly authorised.

7. For the purpose of determining a member who shall be entitled to attend the meeting, the Company shall be requesting Bursa Malaysia Depository Sdn. Bhd. to issue a General Meeting Record of Depositors (“ROD”) as at 16 August 2017. Only a depositor whose name appears on the ROD as at 16 August 2017 shall be entitled to attend the said meeting or appoint proxy(ies) to attend and/or vote on such depositor’s behalf.

8. The lodging of the Form of Proxy does not preclude a member from attending and voting in person at the meeting should the member subsequently decide to do so.

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The Company SecretariesSYMPHONY LIFE BERHAD (5572-H)Level 9, Symphony HouseDana 1 Commercial CentreJalan PJU 1A/4647301 Petaling JayaSelangor Darul EhsanMalaysia

FOLD HERE

FOLD HERE

AFFIX STAMP

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OFFICE DIRECTORYSYMPHONY LIFE BERHAD (5572-H)

Level 9, Symphony HouseDana 1 Commercial CentreJalan PJU 1A/4647301 Petaling JayaSelangor Darul EhsanTel : + 603 7844 6888Fax : + 603 7844 6868Email : [email protected] : www.symphonylife.my

SYMPHONY LIFE STUDIO AND SALES OFFICES

SELANGOR SELANGOR

No. 26-1, Prima Bizwalk Business Park PT 363, Jalan PJS 9/1Jalan Tasik Prima 6/2 Bandar SunwayTaman Tasik Prima 47500 Subang Jaya 47150 Puchong Selangor Darul EhsanSelangor Darul Ehsan Tel : +6010 206 3388Tel : +603 8068 4030 Tel : +6019 991 3388Fax : +603 8068 2253 Fax : +603 7844 6868

SELANGOR KUALA LUMPUR

No. 20, Jalan Tijani 2/B No. J-G-12Taman Tijani Ukay No. 2, Jalan Solaris68000 Ampang Solaris Mont KiaraSelangor Darul Ehsan 50480 Kuala LumpurTel : +603 7844 6888 Tel : +603 6211 1119/1117Fax : +603 7844 6868 Fax : +603 6201 0570

KEDAH KELANTAN

No. 26 & 27 JKR 272Lengkok Cempaka 1 Jalan Raja Dewa 2/20Persiaran Cempaka 15150 Kota Bharu08000 Amanjaya Kelantan Darul NaimKedah Darul Aman Tel : +609 748 3688 Tel : +604 441 2020 Fax : +609 744 4688 Fax : +604 441 0618

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Symphony Life Berhad (5572-H)Level 9, Symphony HouseDana 1 Commercial CentreJalan PJU 1A/46 47301 Petaling JayaSelangor Darul EhsanTel : + 603 7844 6888 Fax : + 603 7844 6868

www.symphonylife.my