ANNUAL REPORT 2015 - ChartNexusir.chartnexus.com/trc/docs/ar/2015.pdf · ANNUAL REPORT 2015 ... Analysis of Shareholdings 123 Analysis of Warrant A Holdings 126 ... Hong Leong Bank

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TRC SYNERGY BERHAD(413192-D)

ANNUAL REPORT

2015

www.trc.com.my

TRC Business CentreJalan Andaman Utama

68000 AmpangSelangor

Tel: 603-4103 8000Fax: 603-4108 7016

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CONTENTSChairman’s Statement 02Corporate Information 05Profile of Directors 06Corporate Structure 08Statement on Corporate Governance 09Statement on Risk Management and Internal Control 18Audit Committee Report 21

FINANCIAL STATEMENTS 25

List of Properties 122Analysis of Shareholdings 123Analysis of Warrant A Holdings 126Analysis of Warrant B Holdings 128Notice of Sixteenth Annual General Meeting 130Statement Accompanying Notice of Annual General Meeting 134Proxy Form

To become a large and diversified conglomerate with core business in

construction, property development, privatization of government projects

and oil and gas.

OURVISION

1

CONTENTSChairman’s Statement 02Corporate Information 05Profile of Directors 06Corporate Structure 08Statement on Corporate Governance 09Statement on Risk Management and Internal Control 18Audit Committee Report 21

FINANCIAL STATEMENTS 25

List of Properties 122Analysis of Shareholdings 123Analysis of Warrant A Holdings 126Analysis of Warrant B Holdings 128Notice of Sixteenth Annual General Meeting 130Statement Accompanying Notice of Annual General Meeting 134Proxy Form

To become a large and diversified conglomerate with core business in

construction, property development, privatization of government projects

and oil and gas.

OURVISION

2

CHAIRMAN’S STATEMENTTRC SYNERGY BERHAD . ANNUAL REPORT 2015

2

Dear Shareholders,

On behalf of the Board of Directors, I am pleased to present the Annual Report and Audited Financial Statement of TRC Synergy Berhad (“the Company” or “TRCS”) for the financial year ended 31 December 2015.

Overview

For the period under review, TRCS and its subsidiary companies (“the Group”) has delivered a reasonable performance despite the challenging economic environment. This is largely due to its strength and market position in the construction industry. We are confident that with the strong platform that we have built through the years the group’s growth will be sustainable.

16,558

22,844

13,848

11,281

38,242

‘11 ‘12 ‘13 ‘14 ‘15

309,575

312,229

324,525

326,385

356,140

‘11 ‘12 ‘13 ‘14 ‘15

0.66

0.66 0.68

0.68

0.74

‘11 ‘12 ‘13 ‘14 ‘15‘11 ‘12 ‘13 ‘14 ‘15

400,763

566,102

820,747

814,956

767,986

reveNUe(rM’000)

PrOFiT BeFOre TAXATiON(rM’000)

SHAreHOLDerS’FUND

(rM’000)

NeT TANGiBLe ASSeTS Per SHAre

(rM)

33

GrOUP PerFOrMANce

The year 2015 has been another year of consistent performance for the Group, delivering sustainable profitability growth and return to our shareholders. Compared to the preceding year, the Group’s revenue in the current year was RM767.9 million down 5.7%, however the operating profit and profit before tax, net of foreign exchange gain or loss was up 63.1% to RM19.8 million and 90.7% to RM20.3 million, respectively.

The improved profitability amidst a challenging environment is a tribute to the resilience and strength of the Group’s business strategies management team.

Construction remains the major revenue contributor for the period under review. This division managed to secure RM239.51 million worth of new projects in 2015. Going forward for 2016, we expect the construction industry to remain challenging and competitive. We are however, confident of better years ahead as we have a strong balance of skills, knowledgeable and experience staff which is critical to the success of our business. This is especially so with the successful completion of the MRT and LRT projects.

2015 has been an encouraging year for the Group’s property development division. Apart from its existing development projects, the division has been awarded and collaborated with the government to build government housing scheme “PPA1M” Putrajaya worth RM292million. This is part of the initiative taken by the Group to help the government in providing affordable housing to its staff. Meanwhile, the sales of the existing project at Impian Senibong (Phase 2) in Permas Jaya, Johor comprising of 243 units of apartments is progressing well despite a challenging market environment with the introduction of various cooling measures and the GST in April 2015. The project is expected to be completed in the third quarter of this year. As for the Transit Oriented Development (TOD) at Station 2 LRT Ara Damansara, a joint land development with Prasarana Malaysia Bhd (PMB), the initial related infrastructure works for the Park and Ride facility has commenced and is expected to be completed in June 2016. The proposed mix development comprising hotel, service apartments, offices and retail outlets is to be launch in phases with the first phase comprising 648 units of apartment is expected to launched by end of 2016. The development is expected to generate a GDV in excess of RM800million.

Moving forward, the division hope to maintain and build on this growth momentum. The division will be aggressively looking at joint ventures with the land owners as part of its core strategy while at the same time also be looking for new land banks at strategic locations.

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ecONOMic OUTLOOk

In accordance with the 2015 – 2016 economic report the civil engineering subsector moderated to 1.3% from 6.2% in the preceding year following the completion of some major infrastructure projects. However, construction projects in the O&G industry, which stated in 2015, such as piping and associated facilities at Petronas LNG Complex (PLC) Bintulu, as well as Pengerang Deepwater Petroleum Terminal with marine facilities and jetty, helped to cushion the moderation in growth of the subsector. The huge land reclamation activity in Southern Johor also supported the subsector. Furthermore the Pan Borneo Highway, Bintulu-Samalaju road, LRT 3 and MRT projects will continue to support construction growth over the medium term.

DiviDeND

The Board of Directors have recommended the payment of a first and final single tier dividend of 0.65 sen per share, for the year ended 31 December 2015, amounting to RM3,123,231.00.

AckNOwLeDGeMeNT AND APPreciATiON

On behalf of the Board, I would like to record our deepest appreciation to the Board of Directors particularly to our respected Group Managing Director for his vast experience and wisdom that proved fundamental in steering the Company’s towards success. We are also fortunate to be supported by a large pool of dedicated senior management and employees of the Group. Their continuous support and commitment are really commendable.

The Board is pleased to welcome Dato’ Ar. Nur Haizi Binti Abdul Hai who has been appointed as Independent Non Executive Director to the Board of TRC Synergy Berhad on 1 July 2015. Dato’ Ar. Nur Haizi’s 34 years working experience with Public Works Department will stand her in good stead as Independent Director of the Company.

The Board also would like to thank our valued shareholders, government authorities, business associates, clients and bankers for their support, trust and confidence in the Group.

Thank you.

General (r) Tan Sri Dato’ Seri Mohd Shahrom Bin Dato’ Hj Nordin (Chairman)28 April 2016

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CHAIRMAN’S STATEMENTTRC SYNERGY BERHAD . ANNUAL REPORT 2015

CONT’D

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CORPORATE INFORMATIONTRC SYNERGY BERHAD . ANNUAL REPORT 2015

Board of directorsGeneral (R) Tan Sri Dato’ Seri Mohd Shahrom Bin Dato’ Hj NordinChairman (Senior Independent, Non-Executive Director)

Tan Sri Dato’ Sri Sufri bin Hj Mohd Zin(Managing Director)

Dato’ Abdul Aziz bin Mohamad(Executive Director)

Dato’ Ar. Nur Haizi Binti Abdul Hai(Independent Non-Executive Director (Appointed on 1st July 2015))

Noor Zilan bin Mohamed Noor(Independent Non-Executive Director)

Abdul Rahman bin Ali(Independent Non-Executive Director)

cOMPANy SecreTAryAbdul Aziz bin Mohamed(LS 007370)

reGiSTereD OFFice /PriNciPAL PLAce OF BUSiNeSSTRC Business CentreJalan Andaman Utama68000 Ampang, SelangorTel No. : 603-4103 8000Fax No. : 603-4108 7016E-mail : [email protected]

BrANcH OFFiceLot 3626, Block 16, KCLDTaman Timberland, Lorong Rock 293200 Kuching, SarawakTel No. : 082-239998Fax No. : 082-421998

weBSiTe www.trc.com.my

AUDiTOrSAljeffriDean (AF-1366)2-5-13, 5th Floor, Menara KLHNo. 2, Jalan Kasipillay51200 Kuala Lumpur

SHAre reGiSTrArMega Corporate Services Sdn BhdLevel 15-2, Sheraton Imperial CourtJalan Sultan Ismail, 50774 Kuala LumpurTel : 03-26924271Fax : 03-27325388 & 03-27325399

PriNciPAL BANkerSHong Leong Bank BerhadAlliance Bank Malaysia BerhadHSBC Bank Malaysia BerhadAffin Bank BerhadAmBank (M) BerhadMalayan Banking BerhadUnited Overseas Bank BerhadRHB Bank BerhadCIMB Bank BerhadStandard Chartered Bank Malaysia Berhad

SOLiciTOrSMessrs Noorzilan & PartnersMessrs C.C. Choo, Hazila & TeongMessrs Zain Megat & MuradMessrs Jeff Leong, Poon & WongMessrs Adam Bachek & Associates

STOck eXcHANGe LiSTiNGBursa Malaysia Securities BerhadMain Market (Construction)Stock No.s : 5054, 5054 WA, 5054 WB

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PROFILE OF DIRECTORSTRC SYNERGY BERHAD . ANNUAL REPORT 2015

Standing - From left to rightDATO ’ ABDUL Aziz BiN MOHAMADTAN Sri DATO ’ Sri SUFri BiN Hj MOHD ziNNOOr ziLAN BiN MOHAMeD NOOrDATO’ Ar. NUr HAizi BiNTi ABDUL HAiABDUL rAHMAN BiN ALi

SittingGeNerAL (r) TAN Sri DATO ’ Seri

MOHD SHAHrOM BiN DATO ’ Hj NOrDiN

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GeNerAL (r) TAN Sri DATO ’ Seri MOHD SHAHrOM BiN DATO ’ Hj NOrDiNCHAIRMAN, SENIOR INDEPENDENTNON-ExECUTIvE DIRECTOR,68 yEARS oF AGE – MALAySIAN

General (R) Tan Sri Dato’ Seri Mohd Shahrom Bin Dato’ Hj Nordin was appointed as a Director on 25 March 2004. He then was re-designated as Chairman of the Company on 1 April 2015.

After his secondary education, he was selected for officer Cadet training at the Royal Military College, Sungai Besi in 1966 and was commissioned as a Second Lieutenant into the Royal Malay Regiment in 1968. General (R) Tan Sri Dato’ Seri Mohd Shahrom has served in various appointments at command, staff, training and the diplomatic services levels and he was the Chief of the Malaysia Army from 1st January 2003 to 15 September 2003. Prior to that appointment he was the Chief of Staff at the Armed Forces Headquarters. Currently he is the Executive Director (Defence and Aerospace Manufacturing) of the National Aerospace & Defence Industries Sdn Bhd (NADI). He is also a Director of SME Ordnance Sdn Bhd (SMEO) a subsidiary company of the NADI Group of Companies.

General (R) Tan Sri Dato’ Seri Mohd Shahrom is also the Chairman to the Audit Committee and the Senior Independent Non-Executive Director of the Company. He is also the Chairman of yayasan TRC.

During the financial year ended 31 December 2015 he attended all five Board of Directors Meetings held.

TAN Sri DATO ’ Sri SUFri BiN Hj MOHD ziNMANAGING DIRECTOR60 YEARS OF AGE – MALAYSIAN

Tan Sri Dato’ Sri Sufri Bin Hj Mohd Zin is the founder of TRC Group. He was appointed as the Managing Director of TRC Synergy Berhad on 29 March 2002. He was the Executive Chairman of the Company before being re-designated as Managing Director. He is also the Managing Director of the Group’s subsidiary Companies.

Tan Sri Dato’ Sri Sufri graduated from MARA Institute of Technology in 1982, with a Diploma in Business Studies. He began his career with Standard Chartered Bank before joining Bank Bumiputera Malaysia Berhad as an international banking division officer. He pursued a Bachelor Degree in Jurisprudence at Universiti Malaya before pursuing a Master Degree in Business Law at Universiti Kebangsaan Malaysia in 2014.

In August 2009, Tan Sri Dato’ Sri Sufri was selected as one of the winners of the Outstanding Entrepreneurship Award organized by Enterprise Asia. Tan Sri Dato’ Sri Sufri achieved a personal milestone when he was honored as the CEO of the Year by the Construction Industry Development Board (CIDB) in 2009.

Tan Sri Dato’ Sri is the vice President and Council Member of Master Builder Association Malaysia (2014-2016), a member of the Road Engineering Association of Asia and Australia (REAAA) and the Corporate Advisor to Persatuan Kontraktor-Kontraktor Melayu Malaysia (Cawangan Wilayah Persekutuan). He is a Board Member to Tun Hussein Onn University Malaysia, CEO Faculty and Industry Advisory Council (IAG) Poleteknik Education Department (2015 – 2017). Tan Sri is also a Trustee of Yayasan TRC. In June 2015 he was conferred with the Panglima Setia Mahkota which carries the title of Tan Sri from His Majesty Yang Dipertuan Agong.

During the Financial year ended 31 December 2015 he attended all five Board of Directors Meetings held during the year.

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PROFILES OF DIRECTORSTRC SYNERGY BERHAD . ANNUAL REPORT 2015

CONT’D

DATO ’ ABDUL Aziz BiN MOHAMADExECUTIvE DIRECTOR57 YEARS OF AGE – MALAYSIAN

Dato’ Abdul Aziz Bin Mohamad was appointed as an Executive Director of the Company on 29 March 2002. He joined TRC Group’s, Trans Resources Corporation Sdn Bhd as a Senior Contract Executive in 1994 and now holds the post of Chief Executive officer (CEo) of that subsidiary company.

He had his early education in the Malay College Kuala Kangsar (MCKK) and graduated from Trent Polytechnic in Nottingham, England in 1983. He is a Quantity Surveyor by profession and a member of the Royal Institution of Surveyors, Malaysia. He started his career as an Assistant Quantity Surveyor in England with Rider Hunt and Partners in 1982 and later joined Jabatan Kerja Raya (JKR) in 1983 as a Quantity Surveyor until subsequently joining TRC. Dato’ Abdul Aziz is also a Board Member of Yayasan Ulul Albab, a Trustee of Yayasan TRC and a Board Member of Universiti Malaysia Terengganu.

yBhg Dato’ Abdul Aziz attended all five Board of Directors Meetings held during the financial year ended 31 December 2015.

DATO’ Ar. NUr HAizi BiNTi ABDUL HAiINDEPENDENT NON–ExECUTIvE DIRECTOR61 YEARS OF AGE – MALAYSIAN(Appointed on 1 July 2015)

Dato’ Ar. Nur Haizi Binti Abdul Hai was appointed as a Director of the Company on 1st July 2015. She graduated from Universiti Teknologi Malaysia in 1978 with a Degree in Architecture. After graduation, she joined the Public Works Department, Malaysia and entrusted to hold various posts starting with a Design Architect in 1978. She retired from the Public Works Department in 2012 after 34 years of service and her last position was Deputy Director General III.

While in the Public Works Department, she was involved at various stages as a designer/architect, Project Manager, Project Director in various high profile and mega projects implemented by the Department some of which have become National Landmarks locally and overseas.

Dato’ Ar. Nur Haizi attended two Board of Directors Meetings held during the financial year ended 31 December 2015.

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PROFILES OF DIRECTORSTRC SYNERGY BERHAD . ANNUAL REPORT 2015

CONT’D

Note:-

Save as disclosed,

1. none of the Directors have:-i. any family relationship with any director and/or substantial shareholders of the Company;ii. any conflict of interest with the Company; andiii. any conviction for offences (other than traffic offences) within the past ten (10) years.

2. none of the Directors holds directorship in other public companies.

NOOr ziLAN BiN MOHAMeD NOOrINDEPENDENT NON–ExECUTIvE DIRECTOR56 YEARS OF AGE – MALAYSIAN

Noor Zilan Bin Mohamed Noor was appointed as a Director of the Company on 13 May 2002. He graduated from ITM in 1983 with a Diploma in Law. He then joined United Malayan Banking Corporation as a Trainee Executive officer before pursuing for further studies in the United Kingdom in 1984 and graduated from City of London Polytechnics with LLB (Hons) majoring in Business Law in 1987. Subsequently, he went on to read Law at Lincoln’s Inn and was called to the English Bar in 1988 and upon returning to Malaysia he was then called and admitted to the Malaysian Bar in 1989 as an Advocate & Solicitor. He then worked as a Legal Assistant before starting his own law firm in 1991 and is now a Senior Practitioner with an established law firm in Kuala Lumpur specializing in the area of Corporate Law, Banking, Building and Construction Law apart from civil & criminal litigation.

Noor Zilan is a member of the Audit Committee and the Chairman to the Nomination Committee and Remuneration Committee. He attended all five Board of Directors Meetings held during the financial year ended 31 December 2015.

ABDUL rAHMAN BiN ALiINDEPENDENT NON–ExECUTIvE DIRECTOR59 YEARS OF AGE – MALAYSIAN

Abdul Rahman Bin Ali was appointed as a Director of the Company on 13 May 2002. He graduated from University of Malaya in 1982 with a Degree in Accounting. He is currently a Chartered Accountant of the Malaysian Institute of Accountants. Upon graduated, he started his training with financial institution for a number of years before joining public accountancy practice. In 1994, he set up his own accounting firm by the name A. Rahman & Associates and later become a partner of AKN Arif in 1996. Abdul Rahman is a member of the Audit Committee, Nomination Committee and Remuneration Committee. He attended all five Board of Directors Meetings held during the financial year ended 31 December 2015.

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10

Trc iNTerNATiONALPTe LTD

(LL04510)

100%

TrANS reSOUrceS cOrPOrATiON SDN BHD

(120265-P)

100%

ADS PrOjek SDN BHD(1021828-M)

100%

Trc iNFrA SDN BHD(645178-P)

100%

Trc LAND SDN BHD(444162-W)

100%

Trc (AUST) PTy LTD(137500611)

100%

TrceNerGy SDN BHD(616448-K)

100%


30%Trc SArAwAk SDN BHD(621714-W)

90%Trc (B) SDN BHD(RC/00008574)

40%PeTrOBrU (B) SDN BHD(AGo / RC / 6613 /06)

100%LiPUTAN SUTerASDN BHD(637939-H)

100%Trc DeveLOPMeNTSDN BHD(309248-U)

33.33%PreTTy SALLy HOLDiNGS PTy LTD(137500611)

60%PeTrOBrU BUiLDSDN BHD(RC/00007517)

34%DeLTA GArDeNLiMiTeD(11524/08P)

100%Trc cONcreTeiNDUSTrieS SDN BHD(151401-v)

100%Trc LAND(cAMBODiA) LiMiTeD(6234/09E)

100%SwAN SyNerGy DeveLOPMeNTS PTy LTD(ACN 151511018)

CORPORATE STRUCTURETRC SYNERGY BERHAD . ANNUAL REPORT 2015

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TRC SYNERGY BERHAD . ANNUAL REPORT 2015

STATEMENT ON CORPORATE GOVERNANCE

The Board of Directors of TRC Synergy Berhad (“the Board”) recognizes the importance of upholding and maintaining a high standard of corporate governance and committed to ensure the same are practiced throughout the Company and its subsidiaries (“TRC Group” or “the Group”). This has been accepted by the Board as the Group’s key responsibilities in order to protect and enhance long term shareholder value and the financial performance of TRC Group. The Board will continuously evaluate the Group’s corporate governance practices and procedures, and where appropriate will adopt and implement all the Principles as enshrined in the Malaysian Code on Corporate Governance 2012 (“The Code”).

The Board is pleased to present the report on how the Group has applied the Principles and the extent to which it has complied with the recommendations set out in the Code.

1. ESTABLISH CLEAR ROLES AND RESPONSIBILITIES OF THE BOARD AND MANAGEMENT

1.1 Clear functions of the Board and Management

The Board has overall responsibility in the stewardship of the Group’s direction and its performance inclusive of corporate governance, strategic planning and maintaining effective control over financial and operational matters. The Board is also primarily responsible for determining the Company’s strategic objective and policies and to monitor the progress toward achieving the objectives and policies.

To ensure the effectiveness in discharging its duties and responsibilities, the Board has also delegated certain responsibilities to the Management and the committees appointed by the Board. The delegation of authority includes responsibility for developing business plans, budgets and company strategies; identifying and managing operational risks and formulating strategies for managing these risks and managing the company's financial and operational mechanisms. In this regard the Board is guided by a Board Charter which outline the roles and responsibilities of Directors and other functions as recommended by the Code.

The Board also delegates the authority and responsibility for managing the day-to-day business activities of the Group to the Group Managing Director and the Executive Director who are responsible for overseeing the business development, implementation of the corporate strategies and business plans, policies and controls.

1.2 Clear roles and responsibilities of the Board

The Company is led and governed by the Board of Directors headed by the Group Managing Director who has detailed knowledge and vast experience in the construction industry. The rest of the Board members possess a wide range of skill and experiences ranging from construction, finance, architecture, legal and general management discipline suitable for managing the Group businesses. A brief profile of each Director is presented in this Annual Report on pages 7 to 9.

The primary role of the Board is to provide overall strategic guidance on the corporate governance and management of the business affairs of the Group in order to safeguard shareholders’ interest and the assets of the Group.

In discharging its fiduciary duties, the Board has established and delegated certain responsibilities to the following (3) Board Committees, namely:-

i. Audit Committeeii. Nominating Committeeiii. Remuneration Committee

1.3 Ethical standard through Code of Conduct

The Board acknowledges and recognizes the importance of establishing a sound corporate culture which stimulates ethical conducts that pervades throughout the Group. To facilitate the observation and application of the desired culture, the Board had formalized a Code of Conduct in May 2013.

The Board will review its Code of Conduct where necessary to meet the needs of the Group and to address the changing conditions of its business environment.

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STATEMENT ON CORPORATE GOVERNANCECONT’D

1.4 Strategies promoting sustainability

The Board always upholds the decent intention of the Government and the initiative of the Bursa Malaysia to inculcate the culture of corporate social responsibility (“CSR”) among the public listed companies. Since inception the Group has undertaken numerous CSR activities in its own capacity with an intention to share the company’s profitability with the public. Moving forward, the group acknowledges the need to move beyond CSR whereby the emphasis should also covers sustainability. Initial steps have been taken by the Group to raise awareness and understanding of sustainability among its senior management and the necessary to gradually shift their mindset and focus in implementing the Group business activities.

A number of activities have been organized in 2015 which aimed to promote environmental awareness among staff and workers at the Group project sites. The activities which strategized into the following three categories have been well accepted and adapted by the project staffs and workers:-

i. A series of campaigns which covers effective waste management and erosion and sediment control;ii. Trainings on environmental awareness which covers waste management; erosion and sediment control;

pollution on environment and environmental aspect and impact; andiii. Incentive and award were introduced to motivate staffs and workers.

1.5 Access to information and advice

In performing their duties, all Directors have unrestricted and timely access to all information pertaining the Group’s business and affairs whether as a full Board or in their individual capacity in carrying out their duties and responsibilities effectively. The Chairman undertakes primary responsibility for organizing information to be distributed to the Board. They also have direct access to the advice and services of the Company Secretary, senior management, internal and external auditors and other independent professional at all times and at the Company’s expense.

On quarterly basis, the Company Secretary notifies the Directors and Principal Officers of the Company of the close period for trading the Company’s shares pursuant to Chapter 14 of the MMLR. The Company Secretary also circulates relevant guidelines and updates on statutory and regulatory requirements from time to time to the Board and if necessary table it to the Board meetings.

1.6 QualifiedandcompetentCompanySecretary

The Board members also have direct access to the advice and services of the Company Secretary who is responsible for ensuring the relevant meeting procedures, governance matters, applicable rules and statutory regulations are adhered to. The Company Secretary will also advise the Board on any new statutory requirements and oversee adherence with Board policies and procedures. He also brief and update the Board on the proposed contents and timing of material announcements to be made to regulators. He attends all Board and Board Committees meetings as well as shareholders meeting and ensure that meetings are properly convened and that accurate and proper records of the proceedings are resolutions passed are taken and maintained accordingly.

The Group Secretarial Department is led by Abdul Aziz Mohamed, a Licensed Secretary under Section 139(A)(b) of the Companies Act 1965. He graduated from International Islamic University in 1996 with a Bachelor of Laws. He has been working in secretarial department of several public listed companies under various positions since 1996.

1.7 Board Charter

In May 2013, the Board adopted a Board Charter which outlines the roles and responsibilities of Directors and other functions as recommended by the Code. The Board Charter shall be periodically reviewed in line with the needs of the Company and any new regulations and recommendations that may have impact on the discharge of the Board responsibilities. The Charter is available at the Company’s website for public viewing.

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2. STRENGTHEN COMPOSITION

2.1 Nominating Committee

The Company has established its Nominating Committee in May 2002 which currently comprises of two (2) members all of whom are Independent Non-Executive Directors. The members of the Nominating Committee are as follows:-

a) Noor Zilan Bin Mohamed Noorb) Abdul Rahman Bin Ali

The Nominating Committee which has been appointed by the Board, is primarily empowered by its terms of reference in carrying out the function, amongst others, to review annually the required mixed of skills, experience and other qualities of the Directors and to recommend new appointments, if any, to the Board. The Committee is also set for assessing the effectiveness and continually seeks ways to upgrade the effectiveness of the Board as a whole, the committees of the Board and the contribution of each existing individual Director.

During the year 2015, the Committee met three (3) times and has made the necessary assessment, review and recommendation to the Board on the following:-

i. Assessed the effectiveness of the Board as a whole and its mix of skills, experience, size and composition;ii. Assessed the independence of its Independent Directors;iii. Review the training programmed participated by all Board Members;iv. Reviewed and recommended the re-election of the Directors;v. Recommended the re-designation of Directors pursuant to the recommendation 3.4 of the Code;vi. Recommended the increase of the Company’s Board size to a reasonable number;vii. Recommended to consider the appointment of female representative to the Board; andviii. Recommended the appointment of a new Board Member.

2.2 Remuneration policies and procedures

Remuneration Committee

The Board acknowledges that the level or remuneration of the Directors and senior management should reflect the level of responsibility and contributions toward the successful and efficient running of the Group’s activities.

To assist in discharging its duties, the Board has established a Remuneration Committee in May 2002 which currently comprises of two (2) members, all of whom are Independent Non-Executive Directors. The members of the Remuneration Committee are as follows:-

a) Noor Zilan Bin Mohamed Noorb) Abdul Rahman Bin Ali

The Committee is primarily responsible in the development, review and recommendation of fair remuneration package for Executive Directors in all its forms, drawing from outside advice as necessary.

The duties of the Remuneration Committee are among others, to review the remuneration package of each individual Executive Directors in order to attract and retain competent executives who can add value to the Company. The determination of remuneration packages of non-executive directors should be a matter of the Board. The individuals concerned should abstain from discussion of their own remuneration.

During the financial year ended 31 December 2015, one (1) meeting was held to review and discuss the remuneration of the Directors before recommending them for the Board’s approval.


14


Remuneration Packages

The aggregate remuneration of the Directors received and receivable from the Company and its subsidiaries during the financial year ended 31 December 2015 are as follows:-

Category Fees(RM)

Salaries(RM)

EPF & SOCSO(RM)

Bonus(RM)

Executive Directors - 2,340,000 421,620 1,230,000Non-Executive Director 159,000 - - -Total 159,000 2,340,000 421,620 1,230,000

The remuneration paid to the Directors, analysed into the following bands, is as follows:-

Range of remuneration

Number of Executive Directors

Number of Non-Executive

DirectorsLess than RM 50,000 - 3RM50,001 – RM100,000 - 1RM100,001 – RM1,500,000* - -RM1,500,001 – RM1,550,000 1 -RM1,550,001 – RM2,400,000* - -RM2,400,001 – RM2,450,000 1 -* No Directors within this range of remuneration.

3. REINFORCE OF INDEPENDENCE

3.1 Annual Assessment of Independence

The Board through the Nominating Committee assessed the independence of Independent Directors on an annual basis purportedly to provide broad, unbiased and balanced assessment on proposals initiated by the Executive Directors and the senior management of the Group. They also contribute by the exercise of independent judgment and objective participation in the proceeding and decision making process of the Board. Their differing backgrounds collectively bring with them extensive experience augur well with this process.

Further to the above, the Board has assessed the independence of General (R) Tan Sri Dato’ Seri Mohd Shahrom bin Dato’ Hj Nordin, Noor Zilan bin Mohamed Noor and Abdul Rahman bin Ali and determined that all three (3) Independent Non-Executive Directors who had served on the Board remain objective and independent in expressing their views and in participating in deliberations and decision making of the Board and Board Committees.

3.2 Tenure of Independent Directors

The Board acknowledges the recommendation from the Code that the tenure of the Independent Director should not exceed a cumulative term of nine (9) years. However, an Independent Director may continue to serve on the Board upon reaching the nine year limit subject to the Independent Director’s re-designation as a Non-Independent Non-Executive Director. In the event the Board intends to retain the Director as Independent Director after serving a cumulative term of nine (9) years, the Board must justify the decision and seek shareholders’ approval at general meeting.

Notwithstanding the above, The Company does not have term limits for the independent directors as the Board believes that the independent judgment and ability to act in the best interest of the Company will not be compromised and impaired with their long tenure with the Company. Their understanding and adequate knowledge with the Group affairs coupled with their personal continuous training augur well with the effective direction and planning intended by the Company. The Board believes that valuable contribution can be obtained from Directors who have over a period of time developed valuable insight of the Group and its activities. Their experiences enable them to discharge their duties and responsibilities independently and effectively in the decision making process of the Board notwithstanding their tenure on the Board.


15


Further to the above explanation, the Board agreed to recommend General (R) Tan Sri Dato’ Seri Mohd Shahrom bin Dato’ Hj Nordin, Noor Zilan bin Mohamed Noor and Abdul Rahman bin Ali to continue to act as Independent Non-Executive Directors of the Company based on the following justifications:-

i. They are independent of management and free from any business or other kind of relationship which could interfere with the exercise of independent judgment or the ability to act in the best interest of the Company;

ii. They do not have direct or indirect interest in the Company and its subsidiaries; iii. They are fully complied with the criteria as independent directors as prescribed under Main Market

Listing Requirements; andiv. They have exercise due care during their tenure as Independent Directors of the Company and carried

out their duties in the interest of the Company and shareholders.

3.3 Shareholders’ approval for re-appointment of Independent Directors

The Company will seek its shareholders’ approval at its Nineteenth (19th) Annual General Meeting (“AGM”) to recommend General (R) Tan Sri Dato’ Seri Mohd Shahrom bin Dato’ Hj Nordin, Noor Zilan bin Mohamed Noor and Abdul Rahman bin Ali who have served as Board Members for a cumulative term of more than nine (9) years to continue to serve as Independent Non-Executive Directors pursuant to the justification mentioned in para 3.2 above.

3.4 Separation of position of the Chairman and Managing Director

The Board recognizes the importance of having clear division of power and responsibilities between the Chairman and the Managing Director to ensure an appropriate balance of power and role; responsibility and accountability at Board level.

Therefore, in compliance with the Code, the Company had in April 2015 re-designated General (R) Tan Sri Dato’

Seri Mohd Shahrom Bin Dato’ Hj Nordin, one of the Independent Non-Executive Directors and also unrelated to the Group Managing Director as well as the Executive Director as Chairman of the Company. Therefore, the role of the Chairman and the Managing Director are separated and unrelated to each other.

3.5 Board Composition and Balance

The Board currently consists of six (6) members comprising two (2) Executive Directors and four (4) Independent Non-Executive Directors. The Company fulfills the prescribed requirement of having at least one-third (1/3) of the Board Members as Independent Non-Executive Directors as stated in Paragraph 15.02 of the Listing Requirements of Bursa Malaysia.

Currently, the Company does not have Board Policy in formalizing its approach to boardroom diversity. The Board however, strongly support and concur to the initiative to have women participation in the Board as well as in its senior management team. In 2015, the Company appointed Dato’ Ar. Nur Haizi Binti Abdul Hai (f) as its additional Director and Puan Siti Sarlina Binti Abdul Rahman (f) as Deputy Chief Executive Officer to its wholly-owned subsidiary company.

As recommended by the Nominating Committee, the Board of the view that the present members of the Board are considered sufficient in addressing the issues affecting the Group. The Board however will continuously evaluate its size and may increase it to a suitable number for the effective discharge of its roles and responsibilities.

3.6 Appointment and Re-election of the Board

The Company has a formal and transparent procedure for the appointment of new Directors and re-election of Directors. These aspects are spelt out clearly in the Company’s Articles of Association. Besides, The Nomination Committee reviews and recommends any proposed appointments before the same are approved by the Board.


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All the newly appointed Directors are subject to election by shareholders at the AGM subsequent to their appointment.

As for the re-election of Directors, the Articles of Association of the Company provides at least one-third (1/3) of the Directors are required to retire by rotation at each financial year and are eligible to offer themselves for re-election at the AGM. All Directors shall retire from office once at least in each three (3) years.

At the last Annual General Meeting held on 26 May 2015, Tan Sri Dato’ Sri Sufri bin Mohd Zin retired and was elected to the Board. At this AGM, Dato’ Abdul Aziz bin Mohamad and Gen (R) Tan Sri Dato’ Seri Mohd Shahrom bin Dato’ Hj Nordin shall retire from office and be eligible for re-election pursuant to Article 84 of the Company’s Article of Association and Dato’ Ar. Nur Haizi Binti Abdul Hai shall retire from office and be eligible for re-election pursuant to Article 91 of the Company’s Article of Association .

4. FOSTER COMMITMENT

4.1 Time commitment

The Board is satisfied with the level of time commitment and focus given by the Directors toward fulfilling their roles and responsibilities as Directors of the Company as none of them holds directorship in other public companies.

Meetings schedule for the whole year are planned in advance to enable the Directors to plan ahead and to make the necessary preparation before attending the meetings. The Company Secretary will disseminate the tentative Board meeting dates as well as the AGM date in early January for Board Members early planning and preparation.

The Board agreed to meet at least four (4) times in a year and additional meetings are convened as and when

necessary. During the financial year ended 31 December 2015, the Board met five (5) times and the attendance record for each Director is as follows:-

NameNo. of Meeting

Attended% of

Attendance General (R) Tan Sri Dato’ Seri Mohd Shahrom bin Dato’ Hj Nordin 5/5 100Tan Sri Dato’ Sri Sufri bin Hj Mohd Zin 5/5 100Dato’ Abdul Aziz bin Mohamad 5/5 100Dato’ Ar. Nur Haizi Binti Abdul Hai (Appointed on 1st July 2015) 2/5 40Noor Zilan Bin Mohamed Noor 5/5 100Abdul Rahman bin Ali 5/5 100

In the meetings, the Board deliberated and considered matters relating to the financial performance, key business and operational issues and business plans of the Group.

In the intervals between Board meetings, any matters requiring urgent Board decisions will be sought via circular resolutions which are supported with all the relevant information and explanations for an informed decision to be made.

Besides attending Board meetings, the Directors also would have special sessions with the Group’s operation unit whereby the necessary briefing and updates on issues and progress of the projects undertaken by the Group will be discussed and disseminated.

In the selection and appointment of new directors, the Board has agreed that time commitment will be one of the determining factor for selection. An informal discussion between the representative of the Board and the identified candidates will be held prior to the appointment to ascertain the capability and time commitment of the candidate.


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4.2 Directors’ training

The Board believes that continuous training is essential to the Board members to ensure that they are updated with appropriate skills and knowledge to enable them to discharge their duties effectively. Therefore, they are encouraged to attend training programmes to supplement their knowledge in various fields relevant to them.

During the financial year ended 31 December 2015, the Directors have attended among others the following training programmes and seminars:-

Directors Training ProgrammeGeneral (R) Tan Sri Dato’ Seri Mohd Shahrom Bin Dato’ Hj Nordin

LEAD THE CHANGE: Getting Women on Boards

Tan Sri Dato’ Sri Sufri Bin Hj Mohd Zin

i) International Federation of Asian and Western Pacific Contractors’ Association Convention

ii) LEAD THE CHANGE: Getting Women on BoardsDato’ Abdul Aziz Bin Mohamad Bank Negara Malaysia’s 2014 Annual Report/Financial Stability and

Payment Systems Report BriefingDato’ Ar. Nur Haizi Binti Abdul Hai Mandatory Accreditation Programme (MAP)Noor Zilan Bin Mohamed Noor NilAbdul Rahman Bin Ali i) 2015 National Conference Governance, Risk and Control

ii) MIA Conference 2015iii) Seminar Bajet 2016iv) MIA-IFAC Regional SMP Forumv) Pesidangan Cukai Malaysia 2015vi) Nurturing Excellence in the Public Sector Auditing

Noor Zilan bin Mohamed Noor did not attend any training programme during the year due to work commitments.

Apart from that, frequent visit to the operational projects sites and occasional trips to meet overseas suppliers and consultants and active participation on the relevant association have equipped the Executive Directors with the latest information and technologies in the industry.

All Directors have successfully attended the Mandatory Accreditation Programme prescribed by Bursa Malaysia.

5. UPHOLD INTEGRITY IN FINANCIAL REPORTING

5.1 Compliancewithapplicablefinancialreportingstandards

In presenting the Company’s financial statements and quarterly results to shareholders and other interested parties, the Board aims to present a balanced and understandable assessment of the Group’s financial position and prospects.

The Board is responsible for ensuring that the financial statements give a true and fair view of the financial position of the Group and of the Company as at the accounting period. In preparing the financial statements, the Directors have ensured that financial statements have been drawn up in accordance with Financial Reporting Standard and the Companies Act 1965.

The Audit Committee assists the Board by reviewing the Group’s annual financial statements and quarterly results to ensure completeness, accuracy and adequacy prior to release to Bursa Malaysia and Securities Commission.

The Statement explaining the Directors’ responsibilities for preparing the annual audited financial statements pursuant to paragraph 15.27(a) of the Listing Requirements is set out on page 21 of the Annual Report.


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5.2 Assessment of suitability and independence of external auditors

The Audit Committee also reviews the suitability and independence of the external auditors and recommends their re-appointment to the Board. In this regard, the Board is guided by the policies and procedures for the selection and appointment of external auditors which was approved by the Board in May 2013.

Board statement on suitability and independence of External Auditors

The Board is responsible for the appointment of the External Auditors, with appropriate skills, knowledge and experience subject to shareholder ratification at the Company’s Annual General Meeting. The independence of the External Auditors is a key element of the Company’s policy, the selection criteria will ensure that External Auditors are independent and have the relevant expertise and skill for such an appointment.

As recommended by the Audit Committee and pursuant to the policy and procedure adopted by the Company particularly the following selection criteria, the Audit Committee as well as the Board are satisfied with the External Auditors’ technical competency and audit independence:-

- The auditor being registered as an auditor or authorized audit company under Section 8 of the Companies Act, 1965;

- The independence of the External Audit firm from the Company and ability to maintain independence throughout the engagement;

- There being no conflict of interest situations that could be affect the independence of the External Auditor;

- Arrangements that are proposed to enable partner rotation and succession planning;- Professional competency, experience and integrity of key personnel;- The thoroughness of audit approach and methodology; and- Cost effectiveness

Therefore, Messrs AljeffriDean (Firm No.: AF1366) which has been the Company’s external auditors since 2010 is suitable to resume its role as the Company’s External Auditors. The External Auditors have also conformed and given written assurance to the Board of their independence in providing both audit and non-audit services for the year ended 31 December 2015.

5.3 Relationship with External Auditors

Through the Audit Committee, the Board has established a transparent and appropriate relationship with the Group’s internal and external auditors in seeking their advice and towards ensuring compliance with the applicable Approved Accounting Standards. The external auditors are invited to attend the Audit Committee meeting and to the Board meeting on a need basis as and when deemed appropriate.

6. RECOGNISE AND MANAGE RISK

6.1 Sound framework to manage risk

The Board has ultimate responsibility for reviewing and managing risk inherent to the activities undertaken by the Group. The risk management system is overseen and managed by senior management staffs that report direct to the Board. In the periodic management meetings, key risks and mitigating measures are deliberated. Besides, Audit Committee also reviews the key risks identified on a regular basis to ensure the protection of the Group’s assets and shareholders’ interest. Risk management is regarded by the Board to be an integral part of the business operations of the Group.

The key features of the Group’s system of risk management and internal control are reported in the Statement on Risk Management and Internal Control on pages 22 to 24 of this Annual Report.

6.2 Internal Audit Function

The Board is fully aware of the importance of the internal audit function and has established the Internal Audit Department for the Group in 2004. Detailed explanation on its establishment and activities are furnished on page 23 of this Annual Report.


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7. ENSURE TIMELY AND HIGH QUALITY DISCLOSURE

The Board recognize the importance of timely and proper dissemination of relevant corporate and other information to shareholders, regulators and investing public. The Board always ensure that the shareholders are well informed of the financial performance and major corporate activities of the Company. Such information are communicated to shareholders and investors through various disclosures and announcements to the relevant parties including the quarterly financial results, annual reports and where appropriate, circular and press release.

Besides the above, shareholders, investors and members of the public may also obtain updated information on the Group by accessing to the Company’s website at www.trc.com.my. In 2015, the Company was selected to be one of the winners under tow (2) micro categories namely for Best Company for Investor Relations and Best Investor Relation Website in conjunction with the 5th Malaysian Investor Relations Award 2015 undertaken by NASDAQ in partnership with Malaysian Investor Relations Association (MIRA).

8. STRENGTHEN RELATIONSHIP BETWEEN COMPANY AND SHAREHOLDERS

8.1 EffectiveCommunication

The Board is fully aware that the key element of good corporate governance is the effective communication and proper dissemination of all important issues and major development concerning the Company to all shareholders and investors. Effective communication channels with the Company’s shareholders, investors and the public are maintained through the dissemination of press releases, timely announcements and disclosures made to Bursa Malaysia.

During the financial year ended 31 December 2015, the Company organized a number of meetings and briefings with financial analysts to establish better understanding of the Company’s objective and performance and to convey other information that may affect shareholders interest.

The Company also has a cordial relationship with reporters who have been playing a very effective role in conveying the Group’s information to the public, shareholders and investors. Press releases are also occasionally organized to clarify on certain matters related to the Company and its operating unit.

The Board has also appointed General (R) Tan Sri Dato’ Seri Mohd Shahrom Bin Dato’ Hj Nordin as the Senior Independent Non-Executive Director whom investors and shareholders may direct their concern on any matters pertaining to the Group activities.

The Company’s AGM remains the primary channel of communication with the Company’s shareholders in particular private investors. At each AGM and Extraordinary General Meeting shareholders are encouraged and given sufficient time and opportunity to participate in the proceedings, to raise questions and participate in discussions pertaining the operation and financial aspects of the Group. They may seek clarifications on the Group’s performance, major development as well as on the resolutions being proposed. All Board members, senior management as well as the Company’s external auditors are available to respond to shareholders relevant questions raised at the meeting.

A key channel of communication used to provide the Company’s shareholders and investors with information which include its business, financials and other key activities is the Annual Report. The Company’s Annual Report, the content of which are prescribed by the MMLR surely will provide its shareholders and investors with the overview of the Company’s performance and will be the basis of further communication and dialogue between the Company and the shareholders during the AGM.

8.2 Encouraging Poll Voting

As recommended by the Code, during last year’s AGM the Company for the first time introduced poll voting for all resolutions put forward. The voting process was done smoothly and it was assisted by the Company’s Share Registrar. The Board would consider to continue with poll voting in the forthcoming AGM.


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ADDITIONAL COMPLIANCE INFORMATION

In compliance with the Listing Requirements, the following information is provided:-

Utilization of proceeds

For the financial year ended 31 December 2015, there was no proceed raised from any exercise.

Share buybacks

The Company has not undertaken any share buyback exercise during the financial year ended 31 December 2015.

Option, Warrants or Convertible Securities

During the financial year ended 31 December 2015, the Company did not issue any shares pursuant to any Options, Warrants or Convertible Securities.

American Depository Receipt (ADR) / Global Depository Receipt (GDR)

The Company has not sponsored any ADR or GDR Programme.

Sanctions and / or penalties

There were no sanction and/or penalty imposed on the Company and its subsidiaries, Directors or Management by the relevant regulatory bodies during the financial year ended 31 December 2015.

Non-Audit Fees

The non-audit fees paid to external auditors amounting to RM7,000.00 for the financial year ended 31 December 2015.

Variation of Results

There was no material variation between the audited results for the financial year ended 31 December 2015 with the unaudited results announced.

ProfitGuarantee

There was no profit guarantee given by the Company during the financial year ended 31 December 2015.

Material Contracts

There was no material contracts between the Company and its subsidiaries involving Directors and major shareholders’ interests during the financial year ended 31 December 2015.

Recurrent Related Party Transaction

The Company did not enter into any recurrent related party transaction which requires the shareholders’ mandate during the financial year ended 31 December 2015.


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STATEMENT OF DIRECTORS’ RESPONSIBILITY IN RELATION TO THE FINANCIAL STATEMENTS

The Board is responsible to ensure that the financial statements are prepared in accordance with the provision of the Companies Act, 1965 and applicable approved accounting standards in Malaysia so as to ensure a true and fair view of the state of affairs of the Group and the Company as at the end of each financial year and of their results and their cash flows for that financial year then ended. The Board is also responsible to maintain accounting records that disclose with reasonable accuracy the financial position of the Group and the Company, and which enable them to ensure that the financial statements comply with the Companies Act, 1965.

The Directors have general responsibilities for taking such steps that are reasonably available to them to safeguard the assets of the Group, and to prevent and detect fraud and other irregularities.

The Directors are satisfied that in preparing the financial statements of the Group for the financial year ended 31 December 2015, the Group has adopted appropriate accounting policies and applied them prudently and consistently. They are also satisfied that reasonable and prudent judgments and estimates were made and all applicable Approved Accounting Standards in Malaysia have been followed accordingly.


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STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

The Board of Directors of the Company (“the Board”) is pleased to provide the following statement, which outline the nature and scope of risk management and system of internal control of the Company and its subsidiaries (“the Group”) during the financial year 2015. This statement is prepared pursuant to paragraph 15.26(b) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Listing Requirements”) and guided by the latest Statement on Risk Management and Internal Control : Guidelines for Directors of Listed Issuers (“the Guideline”).

BOARD RESPONSIBILITY

The Board acknowledges its overall responsibility for maintaining the effectiveness and adequacy of the Group’s system of Internal Control and risk management which includes the establishment of an appropriate control and risk management framework as ongoing process for reviewing and monitoring the adequacy and integrity of these systems. The whole control process will cover not only financial aspects but also control relating to operations, risk management, compliance with statutory rules and regulatory guidelines to sustain ethical values and to promote effective governance structure.

The internal control system also involves the core business and its key management, including the Board, and is designed to safeguard the Group’s business objectives and to manage the risk to which it is exposed. The system of Internal Control also aims to :-

i) safeguard shareholders’ interest and the assets of the Group;ii) ensure that proper documentation and accounting records are maintained; andiii) ensure that the documentation and financial information generated by the system is reliable.

The Board is fully aware that this system, by its nature, can only provide reasonable and not absolute assurance against the risk of material misstatement of financial information and records or against financial losses due to fraud and error. These systems are designed to manage and mitigate, rather than eliminate, the risk of failure to achieve business objectives of the Group.

The Board’s responsibility for internal control does not cover those of the associated companies which are separately managed.

RISK MANAGEMENT

The Board views risk management as an important process in the pursuit of the Group’s corporate governance agenda. It is an ongoing process which involves different levels of management to identify, evaluate, monitor, manage and mitigate the risks that may affect the achievement of its business and corporate objectives.

The Group has in place an on-going process for identifying, evaluating, monitoring and managing the significant risks affecting the achievement of its business objectives. This is an on-going process, subject to regular review by the Board, and accords with the Guideline.

The Group adopts a decentralised approach to risk management by encouraging participation of all employees in such a manner that the employees take ownership and responsibility for risks at their respective levels. The process of risk management and policy implementation is overseen by the senior management and report to the Board through the Audit Committee. The risk management framework is also embodied in the Quality Policy in accordance with ISO 9001 : 2008 practised by a wholly-owned subsidiary of the Company which is the major revenue contributor to the Group.

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INTERNAL CONTROL

The key elements of the Group’s internal control system are described below:-

Internal Audit Function

The Board is fully aware of the importance of the internal audit function and has established the Internal Audit Department for the Group in 2004. The main objective of this department is to review the key business processes and controls and to assists the Audit Committee in the discharge of its duties and responsibilities. Its role is to provide independent and objective reports on the organization, management, accounting and other records, accounting policies and internal controls to the Audit Committee and the Board. As required by the Listing Requirements, the Internal Auditors report directly to the Audit Committee and is independent of the activities its audits. They provide periodic reports to the Audit Committee on the outcome of the audit works conducted by them which would be reviewed and evaluated by the Audit Committee.

Internal audit works are carried out pursuant to the annual audit plan approved by the Audit Committee as well as the Board. The internal audit process provides an assessment of the adequacy, efficiency and effectiveness of the Group’s existing internal control system and recommends improvements in control. The results of the audit reviews are reported periodically to the Audit Committee. In addition, the internal auditors also carried out follow-up visits to ensure recommendations for improving control systems are implemented. The presence of the internal audit function has provided the necessary level of assurance as to the effectiveness and credibility of the Group’s system of internal control.

Throughout the financial year ended 31 December 2015, the Internal Audit Department has undertaken several independent audit assignments pursuant the approved audit plan. The details of the internal audit activities are reported on pages 27 and 28 of this Annual Report.

None of the weaknesses or issues identified during the review for the financial year ended 31 December 2015 has resulted in non-compliance with any relevant policies or procedures, listing requirements and other recommended industry practices that require disclosure in the Company’s Annual Report.

Quality Policy The main revenue contributor of the Group has a clear and well documented Quality Policy in accordance with ISO 9001 : 2008. This policy and the related procedures are communicated to the respective staff members. Amongst the salient features of the Quality Policy are as follows:-

i) Internal Quality Audits are conducted at planned intervals to determine whether the Quality Management System is effectively implemented and maintained and conforms to the established system requirements of Internal Standard, ISO 9001:2008.

ii) On an annual basis, an overall Internal Quality Audit Plan is devised encompassing every departments and projects, taking into consideration the status and importance of relevant process, areas to be audited as well as results of previous audits.

iii) Qualified Internal Quality Auditors will be assigned with audit works in accordance with the Internal Quality Audit Plan where the reports shall be examined and analyzed and reported to the management during Management Review Board Meeting.

iv) As part of the Quality Management System, the management shall meet on monthly basis to discuss and deliberate all issues relating to the business of the Group.

v) The Audit Committee is accessible to the relevant reports produced in relation to the Quality Management and if the need arise, the matter shall be further discussed in the Board Meeting.

Line of Reporting

Clear definition to the terms of reference including functions, authorities and responsibilities of the committees established by the Board for all aspects of the business have been established within the Group. This also includes detailed job description and specification provided to each employee of the Group which is further reiterated through a well-defined organizational structure.

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROLCONT’D

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Dissemination of Information within the Group

Regular and comprehensive information is provided to management covering financial performance and key business indicators, key operating statistics/ indicators, key business risks, legal, environmental and regulatory matters. Key matters affecting the Group are brought to the attention of the Audit Committee and are reported to the Board on a regular basis.

Detail Budgeting Process

A detailed budgeting process has been implemented where operating units prepare budgets for their project which will be deliberated in the management meeting. A monthly monitoring of results against budget, with major variances being explained and deliberated. If necessary, management action and follow up would be initiated.

Audit Committee

The Audit Committee, on behalf of the Board, regularly reviews and holds discussions with the management and external auditors on the matters relating to internal control and corporate governance of the Group.

The Report on the Audit Committee set out on pages 25 to 28 of this Annual Report contains further details on the activities undertaken by the Audit Committee in 2015.

Board

The Board holds regular discussions with the Audit Committee, management and external auditors and reads their reports on matters relating to internal controls and deliberates on their recommendations for implementation.

The Directors have taken the necessary steps, as are reasonably open to them, to ensure that adequate systems of internal controls are in place to adequately safeguard the assets of the Group through the prevention and detection of fraud and other irregularities and material misstatements in the financial statements.

The Directors believe that the system of internal control is operating effectively and considered adequate to safeguard the Group business operations, and that the risks taken are at an acceptable level within the context of the business environment of the Group.

The Board is not aware of significant weaknesses in the internal control system that will substantially affect the business operations which could result in material losses to the Group.

Managing Director and Chief Financial Officer Assurance

The Managing Director and the Chief Financial Officer of the Group had provided assurance to the Board that the Group’s risk management and internal control system in all material aspects are operating adequately and effectively.

Compliance

Pursuant to paragraph 15.23 of the Listing Requirements the external auditors have reviewed this statement for inclusion in the Annual Report.

This statement is made in accordance with the Malaysian Code on Corporate Governance 2012, Paragraph 15.26(b) of the Main Market Listing Requirements and Practice Note 9 issued by Bursa Malaysia Securities Berhad. It is also made in accordance with the resolution given by the Board of Directors on 28 March 2016.

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROLCONT’D

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AUDIT COMMITTEE REPORT

The Board of Directors of TRC Synergy Berhad is pleased to present the report of the Audit Committee for the financial year ended 31 December 2015.

1. MEMBERS OF THE AUDIT COMMITTEE

The Audit Committee of the Company comprises of the following members. All of them are Independent Non Executive Directors.

Chairman: General (R) Tan Sri Dato’ Seri Mohd Shahrom Bin Dato’ Hj Nordin(Senior Independent Non-Executive Director)

Member: i) Noor Zilan bin Mohamed Noor (Independent Non-Executive Director)ii) Abdul Rahman Bin Ali (Independent Non-Executive Director) (Member of the Malaysian Institute of Accountants)

Secretary :Abdul Aziz Bin Mohamed(Company Secretary)

The detailed profiles of the Audit Committee Members can be found on pages 7 and 9 of this Annual Report.

2. TERMS OF REFERENCE

i. Composition

The Board of Directors shall elect an Audit Committee from amongst themselves (pursuant to a resolution of the Board of Directors) and must be comprised of not less than three (3) members all of them must be Non-Executive Directors with a majority of them being Independent Directors. An Alternate Director (if any) shall not be appointed as a member of the Audit Committee.

The members of the Audit Committee shall elect a Chairman from amongst themselves. All members of the Audit Committee, including the Chairman, will hold office only so long as they serve as Directors of the Company. Should any member of the Audit Committee cease to be a Director of the Company, his membership in the Audit Committee would cease forthwith.

If the members of the Audit Committee for any reason be reduced to below three (3), the Board of Directors shall within three (3) months of that event, appoint such number of the new members as may be required to make up the minimum number of three (3) members.

All members of the Audit Committee are Independent Non-Executive Directors and one of them namely Abdul Rahman Ali is a member of the Malaysian Institute of Accountants (MIA).

ii. Objectives

The primary objectives of the Audit Committee are:

a. To provide assistance to the Board in fulfilling its fiduciary responsibilities particularly relating to business ethics, policies and practices and financial management and control.

b. To provide greater emphasis on the audit functions by increasing the objectivity and independence of external and internal auditors and providing a forum for discussion that is independent of the management.

c. To maintain through regularly scheduled meetings a direct line of communication between the Board and the external auditors, internal auditors and financial management.

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AUDIT COMMITTEE REPORTCONT’D

iii. Duties and responsibilities

The duties and responsibilities of the Audit Committee shall be:

a. To consider the appointment of the external auditors, audit fee and any questions of resignation or dismissal.

b. To discuss with the external auditor before the audit commences the nature and scope of the audit, and ensure co-ordination where more than one audit firm is involved.

c. To review the quarterly results and year-end financial statements before submission to the board, focusing particularly on:

i. any changes in accounting policies and practicesii. major judgmental areasiii. significant adjustments resulting from the auditiv. the going concern assumptionv. compliance with accounting standardsvi. compliance with the stock exchange and legal requirements

d. To discuss problems and reservations arising from the interim and final audits, and any matters the auditor may wish to discuss (in the absence of management where necessary).

e. To review the internal audit programme, consider the major findings of internal audit investigations and management’s response, and ensure co-ordination between the internal and external auditors.

f. To keep under review the effectiveness of the internal control systems and in particular review the external auditor’s management letter and management’s response.

g. to review any related party transactions and conflict of interest situations that may arise within the Group including any transactions, procedure or course of conduct that raises questions of management integrity.

h. To carry out such other functions as stipulated in the Bursa Malaysia Securities Listing Requirements and other functions as may be agreed to by the Audit Committee and the Board of Directors.

iv. Authority

The Committee is authorised by the Board to investigate any activity within the terms of reference. It is authorized to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee.

The Committee is empowered by the Board to retain persons having special competence as necessary to

assist the Committee in fulfilling its responsibilities.

v. Meeting and Minutes

The Audit Committee shall not hold less than three (3) meetings a year and the quorum for each meeting shall be two (2) members.

Minutes of each meeting shall be kept at the registered office and distributed to each member of the Committee and also to the other members of the Board. The Committee Chairman shall report on each meeting to the Board.

The Company Secretary acted as the secretary for the Committee at all the meetings held. Other Directors and senior management of the Group were also present at the meeting upon invitation. The Committee also invited the representative of the External Auditors to attend the meeting whenever necessary so that private session independent of the management could be held.

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3. SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE

During the financial year ended 31 December 2015, the Audit Committee met five times. The details of the attendance of the members of the Audit Committee are as follows:-

No. Audit Committee Attendance1 General (R) Tan Sri Dato’ Seri Mohd Shahrom Bin Dato’ Hj Nordin (Chairman) 5/52 Abdul Rahman Bin Ali 5/53 Noor Zilan bin Mohamed Noor 5/5

During the financial year, the Audit Committee carried out the following review :-

- The quarterly unaudited financial results and the annual audited financial statements of the Company and Group and make recommendation to the Board of Directors for approval prior to the release of the results and audited financial statements to Bursa Malaysia. The review was to ensure compliance with statutory reporting requirements and appropriate resolution of all accounting and audit matters requiring significant judgment.

- The external auditors’ fees and to recommend their reappointment to the Board.

- Measures implemented by management with regard to risk management and internal control.

- The Statement of Corporate Governance and the Statement on Risk Management and Internal Control which area prepared in accordance with the provisions set out under the Malaysian Code on Corporate Governance, the extent of compliance with the said Code and its recommendation to the Board of Directors for inclusion in the Annual Report.

- The Audit Committee Report and its recommendation to the Board of Directors for inclusion in the Annual Report.

- The annual internal audit plan to ensure adequate scope and comprehensiveness of the activities and coverage on auditable entities with significant high risk.

- The internal audit reports issued by internal auditors and thereafter discuss the management’s actions taken to improve the system of internal control and any outstanding matters.

- Reviewed with the external auditors their audit plan and scope of works for the year and the results of the annual audit, their audit reports and Management Letter together with Management’s responses for the findings of the external auditors.

4. INTERNAL AUDIT FUNCTION

The Group’s internal audit function is performed by its in house Internal Audit Department which is guided by its Audit Charter and reports directly to the Audit Committee. The principal function of the Department is to assist Management to evaluate the effectiveness and efficiency of the internal control system and according to the Malaysia Code of Corporate Governance within the business units and projects of the Group. It also ascertains that adequate internal control is maintained to safeguard the assets of the Group and the shareholders interest.

Throughout the financial year, the Internal Audit Department has undertaken several independent audit assignments in accordance with the approved annual audit plan. Details of the activities performed by the Department during the financial year are as follow:-

• Prepared and developed a comprehensive annual audit plan taking into account the Group’s business expansion plan for consideration and approval by Audit Committee.

• Examined and reviewed the existing control over all significant Group operations and systems to ascertain reasonable assurance that the Group’s objective and goals are met efficiently and economically.


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• Conducted operational audit and recommended appropriate control measures for improvement on weaknesses or deficiencies identified.

• Reviewed the adequacy of scope, functions, aptitudes and resources of Internal Audit deemed necessary to carry out the audit.

• Reviewed the effectiveness of control for procurement and handling of material at all project sites including management and utilization of fixed assets within the Group.

• To complement with the Quality Management System in accordance with ISO 9001:2008.

• Continuous follow up of reviews on recommendation and outstanding issues to ensure both are implemented and resolved accordingly.

From the audit conducted, Internal Audit Department will prepare reports with independent opinion accordingly to the Audit Committee on risks area, weaknesses identified and the relevant recommendations. All recommendations shall be reviewed, discussed and communicated accordingly to the Management on rectifying weaknesses identified. The Department also established follow–up reviews to monitor and ensure that the recommendations agreed by the Audit Committee have been effectively implemented.

Going forward the Internal Audit Department will strengthen its capacity and efficiency for the better contribution to the Group pursuant to the Audit Charter and Internal Audit Plan which had been approved by the Audit Committee.

Total cost incurred for the Internal Audit Department for the financial year ended 31 December 2015 was RM 204,000.00.


FINANCIALCONTENTSDirectors’ Report 30

Statement by Directors 35

Statutory Declaration 35

Report of the Auditors 36

Statements of Profit or Loss and other Comprehensive Income

38

Consolidated Statement of Financial Position 39

Company Statement of Financial Position 40

Statement of Changes in Equity - Group 41

Statement of Changes in Equity - Company 43

Consolidated Statement of Cash Flows 44

Company Statement of Cash Flows 46

Notes to the Financial Statements 47

Supplementary Financial Information on the Breakdown of Realised and Unrealised Profits or Losses

119

30


DIRECTORS’ REPORT

The directors have pleasure in presenting their report together with the audited financial statements of the Group and of the Company for the financial year ended 31 December 2015.

PRINCIPAL ACTIVITIES

The principal activities of the Company are investment holding, general contractors for supplying labour and provision of corporate, administrative and financial support services to its subsidiaries.

The principal activities of the subsidiaries are as disclosed in Note 17 to the financial statements.

There have been no significant changes in the nature of the principal activities during the financial year.

RESULTS Group Company RM RM

Profit net of tax 30,828,708 17,679,521

Profit attributable to :Equity holders of the Company 30,352,004 17,679,521 Non-controlling interests 476,704 -

30,828,708 17,679,521

RESERVES AND PROVISIONS

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

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

DIVIDENDS

The amount of dividend paid by the Company during the year in respect of the financial year ended 31 December 2014, was as follows :

RMFirst and final single tier dividend of 0.18 sen per share, on 480,497,023

ordinary shares, paid on 15 June 2015. 864,895

At the forthcoming Annual General Meeting, a provisional single tier dividend in respect of the financial year ended 31 December 2015, of 0.65 sen per share on 480,497,023 ordinary shares amounting to a dividend payable of RM3,123,231 will be proposed for shareholders’ approval. The financial statements for the current financial year do not reflect this proposed dividend. Such dividend, if approved by the shareholders, will be accounted for in equity as an appropriation of retained earnings in the financial year ending 31 December 2016.

31


DIRECTORS

The names of the directors of the Company in office since the date of the last report and at the date of this report are :

Gen. (R) Tan Sri Dato’ Seri Mohd Shahrom Bin Dato’ Hj Nordin Tan Sri Dato’ Sri Sufri Bin Hj Mohd Zin Dato’ Abdul Aziz Bin Mohamad Dato’ Ar. Nur Haizi Binti Abdul Hai (Appointed on 1.7.2015)Abdul Rahman Bin Ali Noor Zilan Bin Mohamed Noor

DIRECTORS’ BENEFITS

During and at the end of the financial year, no arrangements subsisted to which the Company is a party, with the object or objects of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.

Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than benefits included in the aggregate amount of emoluments received or due and receivable by the directors as shown in Note 10 of the financial statements or the fixed salary of a full time employee) by reason of a contract made by the Company or a related corporation with any director or with a firm of which he is a member, or with a company in which he has a substantial financial interest, as required by Section 169 (8) of the Companies Act, 1965.

DIRECTORS’ INTERESTS

According to the register of directors’ shareholdings, the interests of directors in office at the end of the financial year in shares in the Company and its related corporations during the financial year were as follows :

|---------------- Number of Ordinary Shares of RM0.50 ---------------| At At

The Company 1.1.2015 Acquired Sold 31.12.2015

Direct Interest :

Tan Sri Dato’ Sri Sufri Bin Hj Mohd Zin 47,531,517 - - 47,531,517 Dato’ Abdul Aziz Bin Mohamad 13,658,217 - - 13,658,217

Deemed Interest :

Tan Sri Dato’ Sri Sufri Bin Hj Mohd Zin # 118,075,200 - - 118,075,200

Dato’ Abdul Aziz Bin Mohamad # 118,075,200 - - 118,075,200

# Deemed interested by virtue of their substantial shareholdings in TRC Capital Sdn. Bhd. and Kolektif Aman Sdn. Bhd.

DIRECTORS’ REPORTCONT’D

32



DIRECTORS’ INTERESTS (CONT’D)

|------------------- Number of Warrants A (2007/2017) -----------------|At At

The Company 1.1.2015 Acquired Exercised 31.12.2015

Tan Sri Dato’ Sri Sufri Bin Hj Mohd Zin 12,114,237 - - 12,114,237

Dato’ Abdul Aziz Bin Mohamad 2,349,014 - - 2,349,014

|------------------- Number of Warrants B (2011/2016)-----------------|At At

The Company 1.1.2015 Acquired Exercised 31.12.2015

Tan Sri Dato’ Sri Sufri Bin Hj Mohd Zin 9,074,303 - - 9,074,303

Dato’ Abdul Aziz Bin Mohamad 2,563,643 - - 2,563,643

Tan Sri Dato’ Sri Sufri Bin Hj Mohd Zin and Dato’ Abdul Aziz Bin Mohamad by virtue of their interest in shares in the Company are also deemed interested in shares of all the Company’s subsidiaries to the extent the Company has an interest.

None of the other directors in office at the end of the financial year had any interest in shares in the Company or its related corporations during the financial year.

WARRANTS A 2007/2017

A total of 30,800,000 free warrants were issued by the Company in conjunction with the Rights Issue in 2007. Each warrant is convertible into one new ordinary share of RM1.00 each at the exercise price of RM1.00 per ordinary share.

Consequential to the Bonus Issue in 2008, the Company had issued an additional 6,101,520 new Warrants 2007/2017 pursuant to the adjustments in accordance with the provision under the Deed Poll executed by the Company on 15 November 2006 constituting the Warrants (“Deed Poll”). The warrants are valid for a period of ten years and shall expire on 21 January 2017.

The exercise price of the existing Warrants A 2007/2017 were adjusted to RM0.50 each pursuant to the Share Split and Bonus Issue of shares in 2011. No Warrants A were exercised during the financial year and a total of 86,738,717 warrants remained outstanding as at 31 December 2015.

WARRANTS B 2011/2016

Consequential to the Share Split and Bonus Issue Exercise in 2011, the shareholders gave their approval for the Company to issue a bonus issue of warrants (Warrants B). Pursuant to the Deed Poll executed by the Company on 12 July 2011, 93,495,995 warrants were issued, and the said warrants are valid for a period of five years and shall expire on 25 July 2016.

Each warrants is exercisable into one new ordinary share of RM0.50 each at the exercise price of RM0.61 per ordinary share. No Warrants B 2011/2016 were exercised during the financial year and a total of 93,495,074 warrants remained outstanding as at 31 December 2015.

33


TREASURY SHARES

The Board obtained shareholders’ approval to undertake the purchase of up to 10% of the issued and paid up share capital of the Company. The shareholders of the Company, by a special resolution passed in a general meeting held on 26 May 2015, renewed their approval for the Company’s plan to repurchase 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 repurchase plan can be applied in the best interests of the Company and its shareholders.

OTHER STATUTORY INFORMATION

(a) Before the statements of profit or loss and other comprehensive income and statements of financial 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 satisfied 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 the allowance for doubtful debts inadequate to any substantial extent; and

(ii) the values attributed to the current assets in the financial 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 methods 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 the financial statements of the Group and of the Company which would render any amount stated in the financial statements misleading.

(e) As 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 financial 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 financial year, except as disclosed in Note 35 to the financial statements.

(f) In the opinion of the directors:

(i) no contingent liability or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial year which will or may affect the ability of the Group or of the Company to meet their obligations 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 financial year and the date of this report which is likely to affect substantially the results of the operations of the Group and of the Company for the financial year in which this report is made.


34


SIGNIFICANT AND SUBSEQUENT EVENTS

The significant and subsequent events are disclosed in Note 41 and Note 42 to the financial statements respectively.

AUDITORS

The retiring auditors, Messrs AljeffriDean, have expressed their willingness to be re-appointed in accordance with Section 172(2) of the Companies Act, 1965.

Signed on behalf of the Board in accordance with a resolution of the directors,

TAN SRI DATO’ SRI SUFRI BIN HJ MOHD ZIN

DATO’ ABDUL AZIZ BIN MOHAMAD

Kuala Lumpur, Malaysia.

Date : 28 March 2016


35


STATEMENT BY DIRECTORSPURSUANT TO SECTION 169(15) OF THE COMPANIES ACT, 1965

We, TAN SRI DATO’ SRI SUFRI BIN HJ MOHD ZIN and DATO’ ABDUL AZIZ BIN MOHAMAD, being two of the directors of TRC SYNERGY BERHAD, state that in the opinion of the directors, the accompanying financial statements set out on pages 38 to 118 are drawn up in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2015 and of the results and the cash flows of the Group and of the Company for the year then ended.

The supplementary information set out on page 119 has been presented in accordance with the directive issued by Bursa Malaysia Securities Berhad and prepared in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants and presented based on the format prescribed by Bursa Malaysia Securities Berhad.

Signed on behalf of the Board in accordance with a resolution of the directors,

TAN SRI DATO’ SRI SUFRI BIN HJ MOHD ZIN DATO’ ABDUL AZIZ BIN MOHAMAD

Kuala Lumpur, Malaysia.


STATUTORY DECLARATION PURSUANT TO SECTION 169(16) OF THE COMPANIES ACT, 1965

I, YEOH SOOK KENG, being the officer primarily responsible for the financial management of TRC SYNERGY BERHAD, do solemnly and sincerely declare that the accompanying financial statements set out on pages 38 to 118 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, l960.

Subscribed and solemnly declared by the abovenamedYEOH SOOK KENG at Kuala Lumpur in the FederalTerritory on 28 March 2016

Before me, YEOH SOOK KENG

GURDEEP SINGH A/L JAG SINGH (NO. W607)Commissioner for Oath

36


INDEPENDENT AUDITORS’ REPORTTO THE MEMBERS OF TRC SYNERGY BERHAD

Report On The Financial Statements

We have audited the financial statements of TRC Synergy Berhad which comprise the statements of financial position as at 31 December 2015 of the Group and of the Company, and the statements of profit or loss and other comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company for the financial year then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages 38 to 118.

Directors’ Responsibility for the Financial Statements

The directors of the Company are responsible for the preparation of financial statements that give a true and fair view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the Companies Act, 1965 in Malaysia, and for such internal control as the Directors determine are necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion, the financial statements have been properly drawn up in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards in Malaysia and the Companies Act, 1965 so as to give a true and fair view of the financial position of the Group and of the Company as of 31 December 2015 and of their financial performance and cash flows for the financial year then ended.

37


Report On Other Legal And Regulatory Requirements

In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following:

(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.

(b) We have considered the financial statements and the auditors’ reports of all the subsidiaries of which we have not acted as auditors, which are indicated in Note 17 to the financial statements.

(c) We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company’s financial statements are in form and content appropriate and proper for the purposes of the preparation of the financial statements of the Group and we have received satisfactory information and explanations required by us for those purposes.

(d) The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification or any adverse comment required to be made under Section 174(3) of the Act.

Other Reporting Responsibilities

The supplementary information set out on page 119 disclosed to meet the requirement of Bursa Malaysia Securities Berhad. 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 Profits 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 174 of the Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

AljeffriDean T. Nagarajan KMNA.F. No. 1366 No: 824/04/16 (J)Chartered Accountants Chartered Accountant

Kuala Lumpur, Malaysia


INDEPENDENT AUDITORS’ REPORTTO THE MEMBERS OF TRC SYNERGY BERHAD

CONT’D

38


STATEMENTS OF PROFIT OR LOSS ANDOTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2015

Group Company Note 2015 2014 2015 2014

RM RM RM RM

Revenue 3 767,986,181 814,955,887 18,473,006 13,255,349 Cost of sales 4 (717,896,436) (774,925,857) (4,463,516) (3,505,937)Grossprofit 50,089,745 40,030,030 14,009,490 9,749,412

Other income 5 19,091,110 2,564,973 9,741,358 925,836 Administrative expenses (31,489,175) (29,847,531) (8,687,261) (10,100,349)Operatingprofit 37,691,680 12,747,472 15,063,587 574,899

Finance income 6 5,130,645 4,936,209 2,703,325 2,638,319 Finance costs 7 (5,757,196) (6,219,695) (2,331) (2,556)Share of profit/(loss) of associates 1,176,398 (182,730) - -Profitbeforetax 8 38,241,527 11,281,256 17,764,581 3,210,662

Income tax expense 11 (7,412,819) (8,846,373) (85,060) 76,068

Profitnetoftax 30,828,708 2,434,883 17,679,521 3,286,730

Other comprehensive income, net of tax

Itemsthatareormaybereclassifiedsubsequentlytoprofitorloss:

Foreign currency translation differences for foreign operations 248,742 (341,550) - -

248,742 (341,550) - - Other comprehensive income/

(loss) for the year, net of tax 248,742 (341,550) - -

Total comprehensive income for the year 31,077,450 2,093,333 17,679,521 3,286,730

Profitattributableto:

Equity holders of the Company 30,352,004 3,519,245 17,679,521 3,286,730 Non - controlling interests 476,704 (1,084,362) - -

Profitfortheyear 30,828,708 2,434,883 17,679,521 3,286,730

Total comprehensive income attributable to :

Equity holders of the Company 30,619,785 3,181,319 17,679,521 3,286,730 Non - controlling interests 457,665 (1,087,986) - - Total comprehensive income for the year 31,077,450 2,093,333 17,679,521 3,286,730

Earning per share attributable to equity holders of the Company (sen)

- Basic 12 6.32 0.73

- Diluted 12 6.32 0.73

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

39


2015 2014 Note RM RM

ASSETS

NON-CURRENT ASSETS Investment properties 13 24,341,891 24,453,891 Property, plant and equipment 14 58,077,042 68,950,717 Properties held for development 15 50,277,629 46,770,899 Intangible assets 16 9,177 9,177 Investment in Subsidiaries 17 - - Investment in Associates 18 8,444,068 11,865,075 Other investments 19 28,004,203 25,831,892 Other receivables 20 - - Deferred tax assets 21 222,312 84,024

169,376,322 177,965,675 CURRENT ASSETS Property development costs 15 62,068,038 18,893,514 Inventories 22 471,603 698,851 Trade and other receivables 20 310,050,641 332,376,661 Other current assets 24 54,322,513 65,493,854 Cash and bank balances 25 189,954,268 173,497,282

616,867,063 590,960,162

TOTAL ASSETS 786,243,385 768,925,837

EQUITY AND LIABILITIES

EQUITY Share capital 26 240,248,512 240,248,512 Share premium 26 208,109 208,109 Other reserves 27 2,697,473 2,429,692 Retained earnings 28 112,986,195 83,499,086 Equity attributable to equity holders of the Company 356,140,289 326,385,399

Non-controlling interest 66,942 (390,723)Total equity 356,207,231 325,994,676

NON-CURRENT LIABILITIES Borrowings 29 12,925,480 20,749,887 Deferred tax liabilities 21 3,028,618 2,407,552

15,954,098 23,157,439 CURRENT LIABILITIES Borrowings 29 171,855,331 155,527,481 Trade and other payables 30 172,723,161 211,454,993 Other current liabilities 31 67,773,758 51,898,456 Taxation 1,729,806 892,792

414,082,056 419,773,722 Total liabilities 430,036,154 442,931,161 TOTAL EQUITY AND LIABILITIES 786,243,385 768,925,837

CONSOLIDATED STATEMENT OF FINANCIAL POSITIONAS AT 31 DECEMBER 2015


40


COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2015


2015 2014 Note RM RM

ASSETS

NON-CURRENT ASSETS Investment properties 13 - - Property, plant and equipment 14 1,650,738 2,056,524 Properties held for development 15 - - Intangible assets 16 - - Investment in Subsidiaries 17 104,924,619 102,412,304 Investment in Associates 18 - - Other investments 19 - -Other receivables 20 154,109,964 138,766,588 Deferred tax assets 21 137,381 84,024

260,822,702 243,319,440

CURRENT ASSETS Property development costs 15 - -Inventories 22 - -Trade and other receivables 20 913,497 886,233 Other current assets 24 - -Cash and bank balances 25 6,888,737 6,766,355

7,802,234 7,652,588

TOTAL ASSETS 268,624,936 250,972,028

EQUITY AND LIABILITIES

Equity attributable to equity holders of the Company Share capital 26 240,248,512 240,248,512 Share premium 26 208,109 208,109 Other reserves 27 - - Retained earnings 28 26,917,247 10,102,621 Total equity 267,373,868 250,559,242

NON-CURRENT LIABILITIES Borrowings 29 - -Deferred tax liabilities 21 - -

- -CURRENT LIABILITIES Borrowings 29 - -Trade and other payables 30 1,251,068 412,786 Other current liabilities 31 - -Taxation - -

1,251,068 412,786

Total liabilities 1,251,068 412,786 TOTAL EQUITY AND LIABILITIES 268,624,936 250,972,028

41


STATEMENT OF CHANGES IN EQUITY - GROUPFOR THE YEAR ENDED 31 DECEMBER 2015

|----

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42


STATEMENT OF CHANGES IN EQUITY - GROUPFOR THE YEAR ENDED 31 DECEMBER 2015CONT’D

|----

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423

8,53

7,70

2 13

9,67

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323,

827,

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43


STATEMENT OF CHANGES IN EQUITY - COMPANYFOR THE YEAR ENDED 31 DECEMBER 2015

|------- Non - distributable -------| Distributable Share Share Retained Total

Capital Premium Earnings Equity RM RM RM RM

Note (Note 26) (Note 26) (Note 28)

At 1 January 2015 240,248,512 208,109 10,102,621 250,559,242 Total comprehensive income - - 17,679,521 17,679,521 Dividends 34 - - (864,895) (864,895)Issue of ordinary shares pursuant to :

Warrants A - - - - Warrants B - - - -

At 31 December 2015 240,248,512 208,109 26,917,247 267,373,868

|------- Non - distributable -------| Distributable Share Share Retained Total

Capital Premium Earnings Equity RM RM RM RM

Note (Note 26) (Note 26) (Note 28)

At 1 January 2014 238,537,702 139,677 9,218,376 247,895,755 Total comprehensive income - - 3,286,730 3,286,730 Dividends 34 - - (2,402,485) (2,402,485)Issue of ordinary shares pursuant to :

ESOS 1,710,810 68,432 - 1,779,242 Warrants A - - - - Warrants B - - - -

At 31 December 2014 240,248,512 208,109 10,102,621 250,559,242


44


CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2015


Restated Note 2015 2014

RM RM

CASH FLOWS FROM OPERATING ACTIVITIES

Profit before taxation 38,241,527 11,281,256

Adjustments for :-

Bad debts written off 97,082 - Doubtful advances written off - 3,010 Gain on disposal of investment properties (62,440) - Unrealised gain on foreign exchange (17,892,543) (608,935) Dividend income - (649) Unrealised foreign exchange difference arising due to

retranslation of financial statements in foreign currency (6,260,311) 1,390,516 Depreciation of property, plant and equipment 13,196,352 13,353,590 Amortisation of leasehold land 5,891 5,891 Gain on disposal of property, plant and equipment (400,315) (405,486) Share of results of associates (1,176,398) 182,730 Interest expense 9,936,621 10,491,478 Interest income (5,130,645) (4,936,209) Property, plant and equipment written off 1,304 21,696 Preliminary expenses written off - 2,910 Distribution of loss from partnership 217,503 58,845 Distribution of capital loss from partnership 155,618 -

OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 30,929,246 30,840,643

Inventories 227,248 617,945 Receivables 49,309,779 48,945,497 Payables (22,856,530) 1,817,553 Property development project costs (43,026,381) 7,511,836 Cash generated from operations 14,583,362 89,733,474

Taxation paid (7,137,156) (9,431,471) Tax refund 2,217,691 - Interest paid (9,936,621) (10,491,478) Interest received 5,130,645 4,936,209

Net cash generated from operating activities 4,857,921 74,746,734

45


CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2015

CONT’D

Restated Note 2015 2014

RM RM

CASH FLOWS FROM INVESTING ACTIVITIES

Dividend received - 649 Associate company 5,163,412 (183,255) Proceeds from disposal of investment properties 174,440 - Purchase of property, plant and equipment 33 (2,973,692) (10,290,582) Proceeds from disposal of property, plant and equipment 4,874,349 614,427 Additional investment properties - (6,429,745) Net cash generated from/(used in) investing activities 7,238,509 (16,288,506) CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds on share premium from ESOS and warrants exercised - 68,432 Proceeds from ESOS exercised - 1,710,810 Fixed deposits (27,222,987) 4,846,351 Proceeds/(Repayment) of short term borrowings 7,007,924 (11,958,606) Repayment of long term borrowings (7,824,407) (19,087,788) Dividend paid (864,895) (2,402,485) Net cash used in financing activities (28,904,365) (26,823,286)

Net (decrease)/increase in cash and cash equivalents (16,807,935) 31,634,942 Effectsofforeignexchangeratechanges 118,497 (135,837) Cash and cash equivalents at the beginning of the year 69,761,670 38,262,565 Cash and cash equivalents at the end of the year 25 53,072,232 69,761,670


46


COMPANY STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2015


Note 2015 2014 RM RM

CASH FLOWS FROM OPERATING ACTIVITIES Profit before taxation 17,764,581 3,210,662

Adjustments for :-

Unrealised (gain)/loss on foreign exchange (8,946,287) 2,084,717 Dividend income (10,000,000) (6,000,000) Depreciation of property, plant and equipment 405,786 495,401 Gain on disposal of investment in subsidiary (1,703) - Interest income (2,703,325) (2,638,319)

OPERATING LOSS BEFORE WORKING CAPITAL CHANGES (3,480,948) (2,847,539)

Receivables (275) (325) Payables 838,282 (41,674) Cash used in operations (2,642,941) (2,889,538)

Taxation paid (204,000) (511,456) Tax refund 38,594 - Interest received 2,703,325 2,638,319

Net cash used in operating activities (105,022) (762,675)

CASH FLOWS FROM INVESTING ACTIVITIES

Dividend received 10,000,000 6,000,000 Additional investment in subsidiaries (2,512,319) (3,805,218) Proceeds from disposal of investment in subsidiary 1,707 - Other receivables (6,397,593) (426,275) Net cash generated from investing activities 1,091,795 1,768,507

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds on share premium from ESOS and warrants exercised - 68,432 Proceeds from ESOS exercised - 1,710,810 Fixed deposits (164,909) (150,959) Dividend paid (864,895) (2,402,485) Net cash used in financing activities (1,029,804) (774,202)

Net (decrease)/increase in cash and cash equivalents (43,031) 231,630 Effectsofforeignexchangeratechanges 504 (122) Cash and cash equivalents at the beginning of the year 1,427,044 1,195,536 Cash and cash equivalents at the end of the year 25 1,384,517 1,427,044

47


NOTES TO THE FINANCIAL STATEMENTS 31 DECEMBER 2015

1. CORPORATE INFORMATION

The principal activities of the Company are investment holding, general contractors for supplying labour and provision of corporate, administrative and financial support services to its subsidiaries. The principal activities of the subsidiaries are disclosed in Note 17 to the financial statements.

The number of employees of the Company as at year end is 70 (2014: 68). The number of employees of the Group as at year end is 973 (2014: 1,116).

The Company is a public limited liability company, incorporated and domiciled in Malaysia.

The Company is listed on the Main Market of Bursa Malaysia Securities Berhad and produces financial statements available for the public use.

The registered office and principal place of business of the Company is located at TRC Business Centre, Jalan Andaman Utama, 68000 Ampang, Selangor Darul Ehsan.

The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the directors on 28 March 2016.

2. SIGNIFICANT ACCOUNTING POLICIES

2.1 Basis of Preparation

The financial statements of the Company have been prepared in accordance with Malaysian Financial Reporting Standards (“MFRSs”), International Financial Reporting Standards (“IFRSs”) and the Companies Act, 1965 in Malaysia. At the beginning of the current financial year, the Group and the Company adopted Amendments to MFRSs and Issues Committee (“IC”) Interpretations which are mandatory for the financial periods beginning on or after 1 January 2015 as disclosed in Note 2.2(a).

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

The financial statements are presented in Ringgit Malaysia (RM) which is the Company’s functional currency.

2.2 Statement of Compliance

(a) Adoption of Amendments to MFRSs and IC Interpretation

The accounting policies adopted by the Group and the Company are consistent with those adopted in the previous year, except as follows :-

Amendments to MFRS 119, Employee Benefits - Defined Benefit Plans : Employee Contributions

Annual Improvements to MFRS 2010 - 2012 Cycle

Annual Improvements to MFRS 2011 - 2013 Cycle

The adoption of the above pronouncements did not have any impact on the financial statements of the Group and the Company.

(b) Standardsissuedbutnotyeteffective

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

48


NOTES TO THE FINANCIAL STATEMENTS 31 DECEMBER 2015CONT’D

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

2.2 Statement of Compliance (Cont’d)

(b) Standardsissuedbutnotyeteffective(Cont’d)

MFRSs, Interpretations and amendments effective for annual periods beginning on or after 1January 2016

* Amendments to MFRS 12, Disclosure of Interest in Other Entities - Investment Entities : Applying the Consolidation Exception

* MFRS 14, Regulatory Deferral Accounts

* Amendments to MFRS 101, Presentation of Financial Statements - Disclosure Initiative

* Amendments to MFRS 11, Joint Arrangements - Accounting for Acquisitions of Interests in Joint Operations

* Amendments to MFRS 116, Property, Plant and Equipment and MFRS 138, Intangible Assets - Clarification of Acceptable Methods of Depreciation and Amortisation

* Amendments to MFRS 116, Property, Plant and Equipment and MFRS 141, Agriculture - Agriculture: Bearer Plants

* Amendments to MFRS 127, Equity Method in Separate Financial Statements

* Amendments to MFRS 128, Investment in Associates - Investment Entities : Applying the Consolidation Exception

* Amendments to MFRS 10, Consolidated Financial Statements - Investment Entities: Applying the Consolidation Exception

* Amendments to MFRS 10, Sale or Contribution of Assets between an Investor and its Associate or Joint Venture

* Annual improvements to MFRS 2012 - 2014 Cycle

MFRSs, Interpretations and amendments effective for annual periods beginning on or after 1January 2018

* MFRS 9, Financial Instruments (2014)

* MFRS 15, Revenue from Contracts with Customers

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

MFRS 15, Revenue from Contracts with Customers

MFRS 15 replaces the guidance in MFRS 111, Construction Contracts, MFRS 118, Revenue, IC Interpretation 13, Customer Loyalty Programmes, IC Interpretation 15, Agreements for Construction of Real Estate, IC Interpretation 18, Transfers of Assets from Customers and IC Interpretation 131, Revenue - Barter Transactions Involving Advertising Services. Upon adoption of MFRS 15, it is expected that the timing of revenue recognition might be different as compared with the current practices.

49



CONT’D


2.2 Statement of Compliance (Cont’d)

(b) Standardsissuedbutnotyeteffective(Cont’d)

MFRS 9, Financial Instruments

MFRS 9 replaces the guidance in MFRS 139. Financial Instruments: Recognition and Measurement on the classification and measurement of financial assets. Upon adoption of MFRS 9, financial assets will be measured at either fair value or amortised cost.

The Group is currently assessing the financial impact of these Standards and plan to adopt these Standards on the required effective date.

2.3 SummaryofSignificantAccountingPolicies

(a) Basis of Consolidation

(i) Subsidiaries

Subsidiaries are entities, including unincorporated entities, controlled by the Group. Control exists when the Group has the ability to exercise its power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable are taken into account.

The Group controls an entity when;

* the Group is expose, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

* Potential voting rights are considered when assessing control only when such rights are substantive.

* The Group considers it has de facto power over an investee when, despite not having the majority of voting rights , its has the current ability to direct the activities of the investee that significantly affect the investee’s return.

Investments in subsidiaries are measured in the Company’s statement of financial position at cost less any impairment losses. The cost of investments includes transaction costs.

The accounting policies of subsidiaries are changed when necessary to align them with the policies adopted by the Group.

(ii) Business combinations

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

50




2.3 SummaryofSignificantAccountingPolicies(Cont’d)

(a) Basis of Consolidation (Cont’d)

(ii) Business combinations (Cont’d)

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

* the fair value of the consideration transferred; plus

* the recognised amount of any non-controlling interests in the acquiree; plus

* if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; less

* the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.

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

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

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

(iii) Accounting for acquisitions of non-controlling interests

The Group treats all changes in its ownership interest in a subsidiary that do not result in a loss of control as equity transactions between the Group and its non-controlling interest holders. Any differences between the Group’s share of net assets before and after the change, and any consideration received or paid, is adjusted to or against Group reserves.

Business combinations arising from transfers of interests in entities that are under the control of the shareholder that controls the Group are accounted for as if the acquisition had occrued at the beginning of the earliest comparative period presented or, if later, at the date that common control was established; for this purpose comparatives are restated. The assets and liabilities acquired are recognised at the carrying amounts recognised previously in the Group controlling shareholder’s consolidated financial statements. The components of equity of the acquired entities are added to the same components within Group equity and resulting gain/loss is recognised directly in equity.

(iv) Loss of control

Upon the loss of control of a subsidiary, the Group derecognises the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised in profit or loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently it is accounted for as an equity-accounted investee or as an available-for-sale financial asset depending on the level of influence retained.

51



CONT’D




(v) Non-controlling interests

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

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

(vi) Transactions eliminated on consolidation

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

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

(vii) Joint arrangements

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

Joint arrangements are classified and accounted for as follows :

* A joint arrangement is classified as “joint operation” when the Group or the Company has rights to the assets and obligations for the liabilities relating to an arrangement. The Group and the Company account for each of its share of the assets, liabilities and transactions, including its share of those held or incurred jointly with the other investors, in relation to the joint operation.

* A joint arrangement is classified as “joint venture” when the Group has rights only to the net assets of the arrangements. The Group accounts for its interest in the joint venture using the equity method. Investments in joint venture are measured in the Group’s statement of financial position at cost less any impairment losses, unless the investment is classified as held for sale or distribution. The cost of investment includes transaction costs.

(viii) Associates

An associate is an entity, not being a subsidiary or a joint venture, in which the Group has significant influence. An associate is equity accounted for from the date the Group obtains significant influence until the date the Group ceases to have significant influence over the associate.

52






(viii) Associates (Cont’d)

The Group’s investments in associates are accounted for using the equity method. Under the equity method, the investment in associates is measured in the statement of financial position at cost plus post -acquisition changes in the Group’s share of net assets of the associates. Goodwill relating to associates is included in the carrying amount of the investment. Any excess of the Group’s share of the net fair value of the associate’s identifiable assets, liabilities and contingent liabilities over the cost of the 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 profit or loss for the period in which the investment is acquired.

When the Group’s share of losses in an associate equals or exceeds its interest in the associates, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.

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

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

After application of the equity method, the Group determines whether it is necessary to recognise an additional impairment loss on the Group’s investment in its associates. The Group determines at each reporting date whether there is any objective evidence that the investment in associate is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the amount in profit or loss.

The financial statements of the associates are prepared as of the same reporting date as the Company. Where necessary, adjustments are made to bring the accounting policies in line with those of the Group.

In the Company’s separate financial statements, investment in associates are stated at cost less impairment losses. On disposal of such investment, the difference between net disposal proceeds and their carrying amounts is included in profit or loss.

(b) 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 benefit from the synergies of the combination.

53



CONT’D



(b) Goodwill (Cont’d)

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

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

(c) Inventories

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

Cost is determined using the first in, first out method. The cost of raw materials comprises costs of purchase. The costs of finished goods and work-in-progress comprise costs of raw materials, direct labour, other direct costs and appropriate proportions of manufacturing overheads based on normal operating capacity. The cost of unsold properties comprises cost associated with the acquisition of land, direct costs and appropriate proportions of common costs.

Net realisable value represents the estimated selling price in the ordinary course of business, less all estimated costs of completion and applicable variable selling expenses. In arriving at the net realisable value, due allowances is made for all obsolete and slow moving items.

(d) Property, Plant and Equipment and Depreciation

All items of property, plant and equipment are initially recorded at cost. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

Subsequent to recognition, property, plant and equipment are stated at cost less accumulated depreciation and impairment losses, if any. The policy for recognition and measurement of impairment losses is in accordance with No. 2.3 (i).

Certain freehold and leasehold land and buildings are stated at revalued amount, which is the fair value at the date of the revaluation less any accumulated impairment losses. Fair value is determined from market-based evidence by appraisal that is undertaken by professionally qualified valuers. Revaluations are performed with sufficient regularity to ensure that the fair value of a revalued asset does not differ materially from that which would be determined using fair values at the statement of financial position date. Any revaluation surplus is credited to the revaluation reserve included within equity, except to the extent that it reverses a revaluation decrease for the same asset previously recognised in profit or loss, in which case the increase is recognised in profit or loss to the extent of the decrease previously recognised. A revaluation deficit is first offset against unutilised previously recognised revaluation surplus in respect of the same asset and the balance is thereafter recognised in profit or loss. Upon disposal or retirement of an asset, any revaluation reserve relating to the particular asset is transferred directly to retained earnings.

54





(d) Property, Plant and Equipment and Depreciation (Cont’d)

Freehold land is not depreciated as it has an infinite life. Leasehold land is amortised over the maximum period of 83 to 99 years. Building under construction are not depreciated as these assets are not yet available for use. Other property, plant and equipment are depreciated on a straight line basis to write off the cost of the assets to their residual values over their estimated useful lives, at the following annual rates :

Renovation - 10%Buildings - 2%Plant, machinery and tools - 10%Furniture and fittings - 10%Motor vehicles - 20%Office equipment and computers - 20%Telecommunication equipment - 20%

The residual values, useful life and depreciation method are reviewed at each financial 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 benefits 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 benefits are expected from its use or disposal. Gains or losses on disposal are determined by comparing the proceeds with the carrying amount of the related asset and are included in the profit or loss.

(e) Leases

Assets acquired by way of hire purchase or finance leases are stated at an amount equal to the lower of their fair values and the present value of the minimum lease payments at the inception of the leases, less accumulated depreciation and impairment losses. The corresponding liability is included in the balance sheet as borrowings.

In calculating the present value of the minimum lease payments, the discount factor used is the interest rate implicit in the lease, when it is practicable to determine; otherwise, the Group’s incremental borrowing rate is used. Any initial direct costs are also added to the carrying amount of such assets.

Lease payments are apportioned between the finance costs and the reduction of the outstanding liability. Finance costs, which represent the difference between the total leasing commitments and the fair value of the assets acquired, are recognised in the profit or loss over the term of the relevant lease so as to produce a constant periodic rate of charge on the remaining balance of the obligations for each accounting period.

The depreciation policy for leased assets is in accordance with that for depreciable property, plant and equipment as described in Note 2.3(d).

(f) Investment Properties

(i) Investment property carried at fair value

Investment properties are properties which are owned or held under a leasehold interest to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services or for administrative purposes.

55



CONT’D



(f) Investment Properties (Cont’d)

(i) Investment property carried at fair value (Cont’d)

Investment properties are measured initially at cost and subsequently at fair value with any change therein recognised in profit or loss for the period in which they arise. Where the fair value of the investment property under construction is not reliably determinable, the investment property under construction is measured at cost until either its fair value becomes reliably determinable or construction is complete, whichever is earlier.

Cost includes expenditure that is directly attributable to the acquisition of the investment property. The cost of self-constructed investment property includes the cost of materials and direct labour, any other costs directly attributable to bringing the investment property to a working condition for their intended use and capitalised borrowings costs.

An investment property is derecognised on its disposal, or when it is permanently withdrawn from use and no future economic benefits are expected from its disposal. The difference between the net disposal proceeds and the carrying amount is recognised in profit or loss in the period in which the item is derecognised.

(ii) Reclassificationto/frominvestmentproperty

When an item of property, plant and equipment is transferred to investment property following a change in its use, any difference arising at the date of transfer between the carrying amount of the item immediately prior to transfer and its fair value is recognised directly in equity as a revaluation of property, plant and equipment. However, if a fair value gain reverses a previous impairment loss, the gain is recognised in profit or loss. Upon disposal of an investment property, any surplus previously recorded in equity is transferred to retained earnings; the transfer is not made through profit or loss.

When the use of a property changes such that it is reclassified as property, plant and equipment or inventories, its fair value at the date reclassification becomes its cost for subsequent accounting.

(g) Foreign Currencies

(i) Functional and Presentation Currency

The individual financial 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 financial statements are presented in Ringgit Malaysia (“RM”), which is also the Company’s functional currency.

(ii) Foreign Currency Transactions

In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional currency (foreign currencies) are recorded in the functional currencies using the exchange rates prevailing at the dates of the transactions. At each statement of financial position date, monetary items denominated in foreign currencies are retranslated at the rates prevailing on the statement of financial position 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 retranslated.

56





(g) Foreign Currencies (Cont’d)

(ii) Foreign Currency Transactions (Cont’d)

Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in profit or loss for the period except for exchange differences arising on monetary items that form part of the Group’s and the Company’s net investment in foreign operation. Exchange differences arising on monetary items that form part of the Group’s and the Company’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 profit or loss. Exchange differences arising on monetary items that form part of the Group’s and the Company’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 profit or loss for the period. Exchange differences arising on monetary items that form part of the Group’s and the Company’s net investment in foreign operation, regardless of the currency of the monetary item, are recognised in profit or loss in the Group’s and the Company’s financial statements or the individual financial statements of the foreign operation, as appropriate.

Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in profit or loss for the period except for the differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognised directly in equity. Exchange differences arising from such non-monetary items are also recognised directly in equity.

The principal exchange rates for every unit of foreign currency ruling at statement of financial position date are as follows :-

2015 2014 RM RM

United States Dollar 4.30 3.50Euro Dollar 4.69 4.25Australian Dollar 3.14 2.85Brunei Dollar 3.05 2.64Singapore Dollar 3.04 2.64

The assets and liabilities of foreign operations are translated into RM at the rate of exchange ruling at the reporting date and income and expenses are translated at exchange rates at the dates of the transactions. The exchange differences arising on the translation are taken directly to other comprehensive income. On disposal of a foreign operations, the cumulative amount recognised on other comprehensive income and accumulated in equity under foreign currency translation reserve relating to that particular foreign operation is recognised in the profit or loss.

(h) Borrowing Costs

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

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

57



CONT’D



(h) Borrowing Costs (Cont’d)

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

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

(i) Impairmentofnon-financialassets

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

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

In assessing value in use, the estimated future cash flows expected to be generated by the asset are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Where the carrying amount of an asset exceeds its recoverable amount, the asset is written down to its recoverable amount. Impairment losses recognised in respect of a CGU or groups of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to those units of groups or units and then, to reduce the carrying amount of the other assets in the unit or groups of units on a pro-rate basis.

Impairment losses are recognised in profit or loss except for assets that are previously revalued where the revaluation was taken to other comprehensive income. In this case the impairment is also recognised in other comprehensive income up to the amount of any previous revaluation.

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

(j) Financial Assets

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

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

The Group and the Company determine the classification of their financial assets at initial recognition, and the categories include financial assets at fair value through profit or loss, loans and receivables, held to maturity investments and available for-sale financial assets.

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(j) Financial Assets (Cont’d)

(i) Financialassetsatfairvaluethroughprofitorloss

Financial assets are classified as financial assets at fair value through profit 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), contingent consideration in a business combination, or financial assets acquired principally for the purpose of selling in the near term.

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

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

(ii) Loans and receivables

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

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

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

(iii) Held-to-maturity investments

Held-to-maturity investments category comprises debt instruments that are quoted in an active market and the Group and the Company has the positive intention and ability to hold them to maturity.

Financial assets categorised as held-to-maturity investments are subsequently measured at amortised cost using the effective interest method.

(iv) Available-for-salefinancialassets

Available-for-sale category comprises investment in equity and debt securities instruments that are not held for trading.

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CONT’D



(j) Financial Assets (Cont’d)

(iv) Available-for-salefinancialassets(Cont’d)

Investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are measured at cost. Other financial assets categorised as available-for-sale are subsequently measured at their fair values with the gain or loss recognised in other comprehensive income, except for impairment losses, foreign exchange gains and losses arising from monetary items and gains and losses of hedged items attributable to hedge risks of fair value hedges which are recognised in profit or loss. On derecognition, the cumulative gain or loss recognised in other comprehensive income is reclassified from equity into profit or loss. Interest calculated for a debt instrument using the effective interest method is recognised in profit or loss.

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

Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the period generally established by regulation or convention in the market place concerned. All regular way purchases and sales of financial 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.

(k) Impairmentoffinancialassets

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

(i) Tradeandotherreceivablesandotherfinancialassetscarriedatamortisedcost

To determine whether there is objective evidence that an impairment loss on financial assets has been incurred, the Group and the Company consider factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments. For certain categories of financial assets, such as trade receivables, assets that are assessed not to be impaired individually are subsequently assessed for impairment on a collective basis based on similar risk characteristics. Objective evidence of impairment for a portfolio of receivables could include the Group’s and the Company’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period and observable changes in national or local economic conditions that correlate with default on receivables.

If any such evidence exists, the amount of impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable becomes uncollectible, it is written off against the allowance account.

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

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(k) Impairmentoffinancialassets(Cont’d)

(ii) Unquoted equity securities carried at cost

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

(l) Cash and Cash Equivalents

Cash and cash equivalents comprise cash at bank and on hand, demand deposits, and short-term, highly liquid investments that are readily convertible to known amount of cash and which are subject to an insignificant risk of changes in value. These also include bank overdraft that form an integral part of the Group’s cash management.

(m) Construction Contract

Where the outcome of a 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.

Contract revenue comprises the initial amount of revenue agreed in the contract and variations in contract work, claims and incentive payments to the extent that it is probable that they will result in revenue and they are capable of being reliably measured.

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

(n) 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 classified within non-current assets and is stated at cost less any accumulated impairment losses, if any.

Land held for property development is reclassified 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.

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CONT’D



(n) Land Held For Property Development and Property Development Costs (Cont’d)

(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 financial outcome of a development activity can be reliably estimated, property development revenue and expenses are recognised in the profit or loss for the development units sold and determined by reference to the stage of completion of the development activity at the statement of financial position date. 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 financial outcome of a development activity cannot be reliably estimated, property development revenue is recognised only to the extent of property development costs incurred that is 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.

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 profit or loss over billings to purchasers is classified as accrued billings within trade receivables and the excess of billings to purchasers over revenue recognised in profit or loss is classified as progress billings within trade payables.

(o) Financial Liabilities

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

Financial liabilities, are recognised in the statement of financial position when, and only when, the Group and the Company become a party to the contractual provisions of the financial instrument. Financial liabilities are classified as either financial liabilities at fair value through profit or loss or other financial liabilities.

(i) Financialliabilitiesatfairvaluethroughprofitorloss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit 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 profit or loss. Net gains or losses on derivatives include exchange differences.

The Group and the Company have not designated any financial liabilities as at fair value through profit or loss.

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(o) Financial Liabilities (Cont’d)

(ii) Otherfinancialliabilities

The Group’s and the Company’s other financial 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 effective interest method.

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

For other financial liabilities, gains and losses are recognised in profit or loss when the liabilities are derecognised, and through the amortisation process.

A financial liability is derecognised when the obligation under the liability is extinguished. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of new liability, and the difference in the respective carrying amounts is recognised in profit or loss.

(p) Equity Instruments

Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in the period in which they are declared.

The transaction costs of an equity transaction are accounted for as a deduction from equity, net of tax. Equity transaction costs comprise only those incremental external costs directly attributable to the equity transaction which would otherwise have been avoided.

(q) Warrants

Issue of ordinary shares upon exercise of the warrant are treated as new subscription of ordinary shares for the consideration equivalent to the exercise price of the warrants.

(r) Provision for Liabilities

Provision for liabilities are recognised when the Group has a present obligation as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount can be made. Provisions are reviewed at each statement of financial position date and adjusted to reflect the current best estimate. Where the effect of the time value of money is material, the amount of a provision is the present value of the expenditure expected to be required to settle the obligation. Provision are discounted using a current pre-tax rate that reflects, where appropriate the risks specific to the liability. When discounting is used, the increase in provision due to passage of time is recognised as finance cost.

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CONT’D



(s) EmployeeBenefits

(i) ShortTermBenefits

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 and the Company. 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) DefinedContributionPlans

Defined contribution plans are post-employment benefit plans under which the Group and the Company pays fixed contributions into separate entities or funds and will have no legal or constructive obligation to pay further contributions if any of the funds do not hold sufficient assets to pay all employee benefits relating to employee services in the current and preceding financial years. Such contributions are recognised as an expense in the profit or loss as incurred. As required by law, companies in Malaysia make such contributions to the Employees Provident Fund (“EPF”).

(t) Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured at the fair value of consideration received or receivable.

(i) Sale of goods

Revenue from sale of goods is recognised upon the transfer of significant risk and rewards of ownership of the goods to the customer. Revenue is not recognised to the extent where there are significant uncertainties regarding recovery of the consideration due, associated costs or the possible return of goods.

(ii) Construction contracts

Revenue from construction contracts is accounted for using the stage of completion method as described in Note 2.3(m).

(iii) Sale of development properties

Revenue from sale of properties is accounted for using the stage of completion method as described in Note 2.3(n)(ii).

(iv) Interest income

Interest income is accrued on a time basis, by reference to the principal outstanding and at effective interest rate applicable, which is the rate that exactly discount estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount.

(v) Rental income

Rental income is accounted for on a straight-line basis over the lease terms. The aggregate cost of incentives provided to lessees are recognised as a reduction of rental income over the lease term on a staright-line basis.

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(t) Revenue (Cont’d)

(vi) Dividend income

Dividend income is recognised when the right to receive payment is established.

(vii) Management fees

Management fees are recognised when services are rendered.

(viii) Rendering of services

Revenue from services rendered is recognised in profit or loss in proportion to the stage of completion of the transaction at the end of the reporting period. The stage of completion is assessed by reference to surveys of work performed.

(u) Income Taxes

(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 profit or loss except to the extent that the tax relates to items recognised outside profit or loss, either in other comprehensive income or directly in equity.

(ii) Deferred tax

Deferred tax is provided using the liability method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred tax liabilities are recognised for all temporary differences, except :

- where 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, affects neither accounting profit nor taxable profit or loss.

- in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, 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 difference 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, affects neither the accounting profit nor taxable profit or loss; and

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CONT’D



(u) Income Taxes (Cont’d)

(ii) Deferred tax (Cont’d)

- in respect of deductible temporary differences 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 temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences 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 sufficient taxable profit 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 profit 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.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying 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 offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax relate to the same taxable entity and the same taxation authority.

(iii) Good and Services Tax (“GST”)

The net amount of GST being the difference between output and input of GST, payable to or receivable from the respective authorities at the reporting date, is included in trade and other payables or trade and other receivables in the statements of financial position.

(v) Contingencies

(i) Contingent liabilities

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

(ii) Contingent assets

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

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(w) Financial Guarantee Contracts

A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due.

Financial guarantee contracts are recognised initially as a liability at fair value, net of transaction costs. Subsequent to initial recognition, financial guarantee contracts are recognised as income in profit or loss over the period of the guarantee. If the debtor fails to make payment relating to financial 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.

As at reporting date, no values are placed on corporate guarantees provided by the Group to secure bank loans and other banking facilities granted to its subsidiaries where such loans and banking facilities are fully collateralised by fixed and floating charges over the property, plant and equipment and other assets of the subsidiaries and where the directors regard the value of the credit enhancement provided by the corporate guarantees is minimal.

(x) Fair Value Measurements

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 in the principal market for the asset or liability or 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 by the Group.

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

The Group use valuation techniques that are appropriate in the circumstances and for which sufficient date 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 financial statements are categorised within the fair value hierarchy based on the lowest level input that is significant to the fair value measurement as a whole.

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group determine whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the financial year end.

(y) Earning Per Ordinary Share

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

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

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CONT’D



(y) Earning Per Ordinary Share (Cont’d)

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

(z) Operating Segments

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. All operating segments’ operating results are reviewed regularly by the chief operating decision maker, which in this case is the Chief Executive Officer of the Group, to make decisions about resources to be allocated to the segment and to assess its performance, and for which discrete financial information is available.

(zi) OffsettingFinancialInstruments

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously.

2.4 SignificantAccountingEstimatesandJudgements

Estimates, assumptions concerning the future and judgements are made in the preparation of the financial statements. They affect the application of the Group’s accounting policies, reported amounts of assets, liabilities, income and expenses, and disclosures made. They are assessed on an on-going basis and are based on historical experience and other relevant factors, including expectations of future events that are believed to be reasonable under the circumstances.

The key assumptions concerning the future and other key source of estimation or uncertainty at the date of statement of financial position, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are set out below.

(i) Depreciation of property, plant and equipment

The Group and the Company 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 differ 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 affected 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 affected by changes in these factors and circumstance. A reduction in the estimated useful lives of the property, plant and equipment would increase the recorded expenses and decrease the non-current assets. The carrying amounts of the Group’s and of the Company’s property, plant and equipment at 31 December 2015 are disclosed in Note 14 to the financial statements.

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2.4 SignificantAccountingEstimatesandJudgements(Cont’d)

(ii) Estimation of fair value of properties

In the absence of current prices in an active market for similar properties, the Group considers information from a variety of sources, including :

(a) current prices in an active market for properties of a different nature, condition or location (or subject to different lease or other contracts), adjusted to reflect differences; or

(b) recent prices of similar properties based on less active market, with adjustments to reflect any changes in economic conditions since the date of the transactions that occurred at those prices.

(iii) Impairment of goodwill on consolidation

The Group determines whether goodwill is impaired at least on an annual basis, in accordance with the accounting policy disclosed in Note 2.3(i). This requires an estimation of the value in use of the cash-generating units to which the goodwill is allocated. Estimating the value in use requires the Group to make an estimate of the expected future cash flows from the cash-generating unit and also to choose a suitable discount rate in order to calculate the present value of those cash flows. The carrying amount of the Group’s goodwill on consolidation at 31 December 2015 is disclosed in Note 16 to the financial statements.

(iv) Income taxes/Deferred tax liabilities

Significant judgement is involved in determining the Group 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 recognised tax liabilities based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recognised, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

(v) Property development

The Group recognises property development revenue and expenses in profit or loss for the development units sold 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.

Significant judgment 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 the recoverability of the property development costs. In making the judgement, the Group evaluates based on past experience and by relying on the work of specialists.

(vi) Impairment of property development cost and investment properties

The Group and the Company carried out the impairment test based on a variety of estimation including the value-in-use of the investment properties and property development costs. Estimating the value-in-use required the Group and the Company to make an estimate of the expected future cash flows from these assets and also to choose a suitable discount rate in order to calculate the present value of those cash flows. The carrying amount of investment properties and property development costs of the Group and the Company as at 31 December 2015 were disclosed in Note 13 and 15 to the financial statements respectively.

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CONT’D



(vii) Deferred tax assets

Deferred tax assets are recognised for all unabsorbed tax losses and deductible temporary differences to the extent it is probable that taxable profit will be available against which the losses and deductible temporary differences can be utilised. Significant management judgment is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with future tax planning strategies. The total carrying values of unrecognised tax losses and deductible temporary differences of the Group were disclosed in Note 21 to the financial statements.

(viii) Construction contracts

The Group and the Company recognises contract revenue and contract costs as revenue and expenses respectively in profit or loss using the stage of completion method. The stage of completion is determined by reference to the proportion of contract costs incurred for work performed to date to the estimated total contract costs.

Significant judgment is required in determining the stage of completion, the extent of the contract costs incurred, the estimated total contract revenue and costs, as well as the recoverability of the construction contracts. In making the judgment, the Group evaluate based on past experience and by relying on the work of specialists.

(x) Contingent liabilities

Determination of the treatment of contingent liabilities in the financial statements is based on the management’s view of the expected outcome of the applicable contingency.

(xi) Impairment of non-financial assets

The Group assesses whether there are any indicators of impairment on all non-financial assets at each reporting date. Non-financial assets are tested for impairment when indications of potential impairment exist. Indicators of impairment which could trigger an impairment review include evidence of obsolescence or physical damage, significant fall in market values, significant underperformance relative to historical or projected future operating results, significant changes in the use of assets or the strategy of the business, significant adverse industry or economic changes. While the Group believes that the assumptions when determining recoverable amounts are appropriate and reasonable, significant changes in the assumptions may materially affect the assessment of recoverable amounts and may lead to future impairments changes. Any resulting impairment loss could have a material adverse impact on the Group’s financial position and results of operations.

(xii) Impairment of loans and receivables

The Group assesses at each reporting date whether there is any objective evidence that a financial asset is impaired. To determine whether there is objective evidence of impairment, the Group considers factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments.

Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated based on historical loss experience for assets with similar credit risk characteristics. The carrying amount of the Group’s loans and receivable at the reporting date is disclosed in Note 20.

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(xiii) Impairment of investment in subsidiaries and plant and equipment

The management determines whether the carrying amount of its investments in subsidiaries and plant and equipment are impaired at each reporting date. This involves measuring the recoverable amounts which includes fair value less costs to sell. Based on the opinion of the directors, adequate impairment loss has been recognised in profit or loss of the Group.

3. REVENUE

Group Company Restated

2015 2014 2015 2014RM RM RM RM

Construction contracts 666,278,055 680,799,870 - -Sales of construction materials 60,210,526 89,130,051 - -Development revenue 28,902,830 36,910,402 - -Rental of motor vehicle and machinery 12,132,921 7,468,976 - -Servicing of motor vehicle 461,849 646,588 - -Rendering of services - - 4,933,006 3,715,349Dividend income from subsidiaries - - 10,000,000 6,000,000Management fees from subsidiaries - - 3,540,000 3,540,000

767,986,181 814,955,887 18,473,006 13,255,349

4. COST OF SALES

Group Company Restated

2015 2014 2015 2014RM RM RM RM

Construction contract costs 633,672,890 657,026,940 - -Sales of construction materials 68,043,080 100,662,939 - -Rental of motor vehicle and machinery 7,019,891 4,168,770 - -Servicing of motor vehicle 158,429 283,148 - -Property development costs 4,538,630 9,278,123 - -Cost of services rendered 4,463,516 3,505,937 4,463,516 3,505,937

717,896,436 774,925,857 4,463,516 3,505,937

Included in the property development costs are finance costs amounting to RM233,587 (2014: RM1,230,862), and director’s remuneration amounting to RM176,184 (2014: RM Nil).

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CONT’D

5. OTHER INCOME

Group Company 2015 2014 2015 2014

RM RM RM RM

Unrealised gain on foreign exchange 17,892,543 608,935 8,946,287 -Dividend income from quoted investment - 649 - -Gain on disposal of property, plant and

equipment 400,315 405,486 - -Rental of premises 522,630 1,062,968 793,368 925,596 Miscellaneous 213,182 486,935 - 240 Gain on disposal of investment properties 62,440 - - -Gain on disposal of investment in subsidiary - - 1,703 -

19,091,110 2,564,973 9,741,358 925,836

6. FINANCE INCOME

Group Company 2015 2014 2015 2014

RM RM RM RM

Interest from subsidiary company - - 2,506,202 2,456,535 Short term deposit 951,524 517,657 - - Fixed deposit 2,316,109 2,507,935 197,123 181,784 Interest overdue account 1,835,243 1,906,767 - -Others 27,769 3,850 - -

5,130,645 4,936,209 2,703,325 2,638,319

7. FINANCE COSTS

Group Company 2015 2014 2015 2014

RM RM RM RM

Bank overdraft interest 1,772,305 1,678,001 - - Banker acceptance interest 39,397 32,625 - - Hire purchase interest 505,566 683,672 - - Term loan interest 2,144,509 2,287,820 - - Loan interest - others 1,161,997 1,163,238 - - Others 133,422 374,339 2,331 2,556

5,757,196 6,219,695 2,331 2,556

72



8. PROFIT BEFORE TAXATION

Profit before tax has been arrived at after charging/(crediting) :

Group Company 2015 2014 2015 2014

RM RM RM RM

Directors’ remuneration 4,875,349 3,865,694 991,200 717,802 Auditors’ remuneration - statutory audit 241,618 226,000 20,000 20,000 - other services 7,000 7,000 7,000 7,000 - over provision - (6,600) - - Depreciation of property, plant and

equipment 13,196,352 13,353,590 405,786 495,401 Property, plant and equipment written off 1,304 21,696 - - Rental of premises 2,997,988 5,070,036 394,368 394,368 Rental of vehicle, heavy machinery and

equipment 2,726,351 5,866,708 48,000 48,000 Distribution of loss from partnership 217,503 58,845 - - Doubtful advance written off - 3,010 - - Preliminary expenses written off - 2,910 - - Amortisation of leasehold land 5,891 5,891 - - Unrealised loss on foreign exchange - - - 2,084,717 Employee benefits expenses 70,408,120 68,143,687 11,525,130 9,851,329 Allowance for doubtful debts 97,082 - - - Non - executive directors’ remuneration 159,000 84,000 159,000 84,000 Distribution of capital loss from partnership 155,618 - - - Rental income (522,630) (1,062,968) (793,368) (925,596)Gain on disposal of property, plant and

equipment (400,315) (405,486) - - Gain on disposal of investment properties (62,440) - - - Unrealised gain on foreign exchange (17,892,543) (608,935) (8,946,287) - Dividend income from quoted investment - (649) - - Gain on disposal of investment in subsidiary - - (1,703) -

9. EMPLOYEE BENEFITS EXPENSES

Group Company 2015 2014 2015 2014

RM RM RM RM

Wages and salaries 64,286,335 62,610,688 10,276,633 8,792,132 Social security contributions 338,518 344,877 31,154 32,332 Contributions to defined contribution plan 5,783,267 5,188,122 1,217,343 1,026,865

70,408,120 68,143,687 11,525,130 9,851,329

Included in employee benefits expenses of the Group and of the Company are executive directors’ remuneration amounting to RM4,875,349 (2014: RM3,865,694) and RM991,200 (2014: RM717,802) respectively as further disclosed in Note 10.

73



CONT’D

10. DIRECTORS’ REMUNERATION

Group Company 2015 2014 2015 2014

RM RM RM RM

Executive directors’ remuneration (Note 9):Salary 3,198,356 3,041,231 545,000 520,000 Other emoluments 1,676,993 824,463 446,200 197,802

4,875,349 3,865,694 991,200 717,802

Non-executive directors’ remuneration (Note 8) :Fees 159,000 84,000 159,000 84,000 Other emoluments - Bonus - - - -

159,000 84,000 159,000 84,000

The number of directors of the Company whose total salary during the year fell within the following bands is analysed below :

Number of Directors 2015 2014

Executive directors :

RM1,500,001 - RM2,000,000 1 1 RM2,000,001 - RM2,500,000 1 1

Non-executive directors :

RM20,001 - RM30,000 3 2 RM30,001 - RM40,000 - 1 RM80,001 - RM90,000 1 -

11. INCOME TAX EXPENSE

Group Company 2015 2014 2015 2014

RM RM RM RM

Current income tax 6,431,828 8,499,743 137,525 -Foreign taxation 783,135 471,018 - -Transferred to deferred taxation (Note 21) 482,778 (107,135) (53,357) (75,760)

Under/(Over) provision in prior years:

Deferred taxation (Note 21) - (308) - (308)Malaysian income tax (284,922) (16,945) 892 -Total income tax expense 7,412,819 8,846,373 85,060 (76,068)

74



11. INCOME TAX EXPENSE (Cont’d)

Current income tax is calculated at the statutory tax rate of 25% (2014: 25%) of the estimated assessable profit for the year. Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions. During the current financial year, the income tax rate applicable to subsidiaries in Australia is at 30% (2014 : 30%) and subsidiaries in Cambodia and Brunei is at 20% and 18.50% (2014 : 20% and 18.50%) respectively.

The Company has unabsorbed tax losses and unabsorbed capital allowances of approximately RM78,758 (2014: RM78,758) and RM750,367 (2014 : RM477,992) respectively as at 31 December 2015 for offsetting against future taxable income.

A reconciliation of income tax expense applicable to profit before taxation at the statutory income tax rate to income tax expense at the effective income tax rate of the Group and of the Company is as follows:

2015 2014 Group RM RM


Taxation at Malaysian statutory tax rate of 25% (2014: 25%) 9,227,073 3,520,078 Under/(Over) provision in prior years (284,922) (16,945)Income not subject to tax (5,268,058) (1,056,869)Expenses not deductible for tax purposes 4,576,700 3,798,680 Under/(Over) provision of deferred tax - (308)Deferred tax asset not recognised in respect of current year’s tax losses 7,319 3,257,544 Effect of changes in tax rate in foreign jurisdictions 130,234 (655,807)Utilisation of tax losses and capital allowances (419,153) -Double taxation relief (11,737) -Group relief claimed (544,637) -Income tax expense for the year 7,412,819 8,846,373

2015 2014 Company RM RM


Taxation at Malaysian statutory tax rate of 25% (2014: 25%) 4,441,145 802,666 Income not subject to tax (4,736,999) (1,500,000)Expenses not deductible for tax purposes 380,022 621,574 Under provision of tax in prior year 892 -Over provision of deferred tax - (308)Income tax expense for the year 85,060 (76,068)

12. EARNINGS PER SHARE

(a) Basic

Basic earnings per share amounts are calculated by dividing profit for the year attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares in issue during the financial year.

75



CONT’D

12. EARNINGS PER SHARE

(a) Basic (Cont’d)

2015 2014 RM RM

Profit attributable to ordinary equity holders of the Company 30,352,004 3,519,245

Weighted average number of ordinary shares in issue 480,497,023 478,977,274

2015 2014 sen sen

Basic earning per share for:Profit for the year 6.32 0.73

(b) Diluted

For the purposes of calculating diluted earnings per share, the profit for the year attributable to ordinary equity holders of the Company and the weighted average number of ordinary shares in issue during the financial year have been adjusted for the dilutive effects of all potential ordinary shares, i.e. warrants.

2015 2014 RM RM

Profit attributable to ordinary equity holders of the Company 30,352,004 3,519,245

Weighted average number of ordinary shares in issue 480,497,023 478,977,274

Effects of dilution :Warrants - -

Adjusted weighted average number of ordinary shares in issue and issuable 480,497,023 478,977,274

The average market value of the Company’s shares for purpose of calculating the dilutive effect of warrants was based on quoted market prices for the period during which the warrants were outstanding.

2015 2014 sen sen

Diluted earnings per share for :

Profit for the year 6.32 0.73

76



13. INVESTMENT PROPERTIES

Group 2015 2014

RM RM

At 1 January 24,453,891 18,024,146 Net gain from fair value adjustments - - Additions - 6,429,745 Disposal (112,000) - At 31 December 24,341,891 24,453,891

Investment properties comprise a number of commercial properties that are leased to the Company, subsidiary companies and third parties, and residential properties that are leased to third parties. The subsequent renewal of the leases are negotiated with the lessee and on average renewal period of 3 years.

Valuation of investment properties

Investment properties are stated at fair value which is based on comparison approach whereby the value of the property is determined by comparing it with recent sales and/or listings of similar properties in the vicinity, or if not available, within similar localities. However, there has been no valuation performed by an independent valuer during the financial year.

2015 2014 RM RM

At fair value :

Freehold land 6,429,745 6,429,745 Freehold land and buildings 17,461,146 17,461,146 Leasehold land and building with unexpired lease period of more than 50 years 451,000 563,000

24,341,891 24,453,891

Total carrying value of properties amounting to RM23,890,891 (2014: RM6,429,745) have been charged to financial institution as security for the bank facilities granted to the subsidiary companies.

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

2015 2014 RM RM

Rental income 820,000 616,103

Direct operating expenses :

- income generating properties 112,420 109,998

- non income generating properties - 9,353

77



CONT’D

13. INVESTMENT PROPERTIES (CONT’D)

Fair Value Information

Fair value of investment properties are categorised as follows :

2015 RM

Level 1 Level 2 Level 3 Total

Group

Land - 6,429,745 - 6,429,745

Land and buildings - 17,912,146 - 17,912,146 - 24,341,891 - 24,341,891

2014 RM

Level 1 Level 2 Level 3 Total

Group

Land - 6,429,745 - 6,429,745

Land and buildings - 18,024,146 - 18,024,146 - 24,453,891 - 24,453,891

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 entity can access at the measurement date.

Level 2 fair value

Level 2 fair value is estimated using inputs other than quoted prices included within Level 1 that are observable for the investment property, either directly or indirectly.

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

Level 3 fair value

Level 3 fair value is estimated using unobservable inputs for the investment property.

Transfer between Level 1 and 2 fair value

There is no transfer between Level 1 and 2 fair values during the financial year.

78



14.

PRO

PERT

Y, P

LAN

T AN

D EQ

UIP

MEN

T

At 31

Dec

embe

r 201

5 - G

roup

Fu

rnitu

re

Bui

ldin

g Fr

eeho

ld L

ease

hold

Le

aseh

old

Free

hold

P

lant

and

Mot

or

Office

an

d un

der

Tele

com

mun

icatio

n To

ols a

nd

land

b

uild

ings

la

nd

bui

ldin

gs

mac

hine

ry

vehi

cles

equi

pmen

t fi

tting

s co

nstr

uctio

n R

enov

atio

n Co

mpu

ters

eq

uipm

ent

equi

pmen

t To

tal

Cost

/Valu

atio

n

RM

RM

RM

RM

RM

RM

RM

RM

RM

RM

RM

RM

RM

RM

At 1

Janu

ary

2015

1,0

80,15

61,1

50,00

057

0,000

7,098

,854

90,20

4,320

27,81

5,970

3,676

,955

2,578

,447

3,388

,379

2,376

,315

443,9

2321

,162

1,282

,126

141,6

86,60

7 Ad

ditio

ns

--

--

3,440

,943

2,052

,381

241,5

6545

,307

438,8

9125

,145

9,397

-11

6,552

6,370

,181

Writ

ten o

ff -

--

-(1

50,60

8)(7

3,494

)(1

8,429

)-

--

--

-(2

42,53

1) Ex

chan

ge

diffe

renc

e -

--

-16

8,780

350,0

4033

,971

953

-18

,882

33,97

781

119

9,443

806,8

57 Tr

ansfe

r fro

m/

(to) p

rope

rty

deve

lopm

ent

costs

-

--

--

--

-(3

,896)

--

--

(3,89

6) D

ispos

als

--

--

(7,72

2,530

)(1

,430,9

38)

--

--

--

(276

,570)

(9,43

0,038

) At

31 D

ecem

ber

2015

1,0

80,15

61,1

50,00

057

0,000

7,098

,854

85,94

0,905

28,71

3,959

3,934

,062

2,624

,707

3,823

,374

2,420

,342

487,2

9721

,973

1,321

,551

139,1

87,18

0

Accu

mul

ated

De

prec

iatio

n

At 1

Janu

ary

2015

-

118,2

9599

,454

267,6

2947

,683,2

9218

,272,4

403,1

61,24

41,3

06,36

5-

1,288

,685

233,8

9416

,433

288,1

5972

,735,8

90 D

epre

ciatio

n ch

arge

for t

he

year

-

23,27

15,8

9116

0,721

8,508

,906

3,613

,588

243,3

2424

1,086

-21

1,388

77,18

11,5

3511

5,352

13,20

2,243

Writ

ten o

ff -

--

-(1

50,59

2)(7

3,493

)(1

7,142

)-

--

--

-(2

41,22

7) Ex

chan

ge

diffe

renc

e -

--

-48

,735

218,2

4921

,305

317

-6,6

5719

,119

396

54,45

836

9,236

Disp

osals

-

--

-(3

,547,4

80)

(1,33

0,163

)-

--

--

-(7

8,361

)(4

,956,0

04)

At 31

Dec

embe

r 20

15

-14

1,566

105,3

4542

8,350

52,54

2,861

20,70

0,621

3,408

,731

1,547

,768

-1,5

06,73

033

0,194

18,36

437

9,608

81,11

0,138

Net

Carry

ing

Amou

nt

At 31

Dec

embe

r 20

15

1,080

,156

1,008

,434

464,6

556,6

70,50

433

,398,0

448,0

13,33

852

5,331

1,076

,939

3,823

,374

913,6

1215

7,103

3,609

941,9

4358

,077,0

42

79



CONT’D

14.

PRO

PERT

Y, P

LAN

T AN

D EQ

UIP

MEN

T (C

ON

T’D)

At 31

Dec

embe

r 201

4 - G

roup

Fu

rnitu

re

Bui

ldin

g Fr

eeho

ld L

ease

hold

Le

aseh

old

Free

hold

P

lant

and

Mot

or

Office

an

d un

der

Tele

com

mun

icatio

n To

ols a

nd

land

b

uild

ings

la

nd

bui

ldin

gs

mac

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ry

vehi

cles

equi

pmen

t fi

tting

s co

nstr

uctio

n R

enov

atio

n Co

mpu

ters

eq

uipm

ent

equi

pmen

t To

tal

Cost

/Valu

atio

n

RM

RM

RM

RM

RM

RM

RM

RM

RM

RM

RM

RM

RM

RM

At 1

Janu

ary

2014

1,0

80,15

61,1

50,00

057

0,000

7,098

,854

81,97

8,811

25,38

9,095

3,727

,736

2,585

,419

829,4

762,3

73,81

938

0,182

21,05

51,2

47,21

412

8,431

,817

Addi

tions

-

--

-8,9

32,83

73,5

51,27

573

,104

54,20

02,5

58,90

3-

89,38

6-

9,090

15,26

8,795

Writ

ten o

ff -

--

-(7

,579)

(64,0

90)

(128

,327)

(61,2

98)

--

(4,60

3)-

-(2

65,89

7) Ex

chan

ge

diffe

renc

e -

--

-36

,310

45,86

64,4

4212

6-

2,496

3,958

107

25,82

211

9,127

Disp

osal

s -

--

-(7

36,05

9)(1

,106,1

76)

--

--

(25,0

00)

--

(1,86

7,235

) At

31 D

ecem

ber

2014

1,0

80,15

61,1

50,00

057

0,000

7,098

,854

90,20

4,320

27,81

5,970

3,676

,955

2,578

,447

3,388

,379

2,376

,315

443,9

2321

,162

1,282

,126

141,6

86,60

7

Acc

umul

ated

De

prec

iatio

n

At 1

Janu

ary

2014

-

95,02

493

,563

106,9

0839

,528,1

5415

,933,8

612,8

95,70

91,1

33,32

0-

1,078

,192

192,2

7414

,956

160,5

6761

,232,5

28 D

epre

ciatio

n ch

arge

for t

he

year

-

23,27

15,8

9116

0,721

8,680

,150

3,465

,916

390,8

4723

4,049

-20

9,712

66,13

41,4

3312

1,357

13,35

9,481

Writ

ten o

ff

--

--

(7,57

8)(4

6,124

)(1

27,78

0)(6

1,041

)-

-(1

,678)

--

(244

,201)

Exch

ange

di

ffere

nce

--

--

9,692

24,95

62,4

6837

-78

12,1

6344

6,235

46,37

6 D

ispos

als

--

--

(527

,126)

(1,10

6,169

)-

--

-(2

4,999

)-

-(1

,658,2

94)

At 31

Dec

embe

r 20

14

-11

8,295

99,45

426

7,629

47,68

3,292

18,27

2,440

3,161

,244

1,306

,365

-1,2

88,68

523

3,894

16,43

328

8,159

72,73

5,890

Net

Car

ryin

g Am

ount

At 31

Dec

embe

r 20

14

1,080

,156

1,031

,705

470,5

466,8

31,22

542

,521,0

289,5

43,53

051

5,711

1,272

,082

3,388

,379

1,087

,630

210,0

294,7

2999

3,967

68,95

0,717

80



14. PROPERTY, PLANT AND EQUIPMENT (CONT’D)

At 31 December 2015 - Company Furniture Office

andfittings equipment Renovation Total RM RM RM RM

At 1 January 2015 2,055,408 757,959 1,937,019 4,750,386 Additions - - - - At 31 December 2015 2,055,408 757,959 1,937,019 4,750,386

Accumulated Depreciation

At 1 January 2015 991,745 750,855 951,262 2,693,862 Charge for the year 205,541 6,543 193,702 405,786 At 31 December 2015 1,197,286 757,398 1,144,964 3,099,648

Net Carrying Amount

At 31 December 2015 858,122 561 792,055 1,650,738

At 31 December 2014 - Company

Furniture Officeandfittings equipment Renovation Total

RM RM RM RM

At 1 January 2014 2,055,408 757,959 1,937,019 4,750,386 Additions - - - - At 31 December 2014 2,055,408 757,959 1,937,019 4,750,386

Accumulated Depreciation

At 1 January 2014 786,204 654,697 757,560 2,198,461 Charge for the year 205,541 96,158 193,702 495,401 At 31 December 2014 991,745 750,855 951,262 2,693,862

Net Carrying Amount

At 31 December 2014 1,063,663 7,104 985,757 2,056,524

(a) Revaluation

Certain freehold and leasehold land and buildings of the subsidiary company were revalued by an independent professional valuer, KGV - International Property Consultants (M) Sdn. Bhd., using the open market valuation basis. The valuers adopted two approaches which are comparison approach and cost approach to arrive at their opinion of the present market value.

Under comparison approach, the value of the property is determined by comparing it with recent sales and/or listings of similar properties in the vicinity, or if not available, within similar localities. Under cost approach, an indication of value is obtained by adding to the estimated value of the land, taken as vacant, the depreciated reproduction or replacement cost of the building and other improvements.

81



CONT’D

14. PROPERTY, PLANT AND EQUIPMENT (CONT’D)

(a) Revaluation (Cont’d)

The carrying amount of land and buildings were adjusted to reflect the revaluations and the resultant surpluses were credited to revaluation reserve.

There have been no valuation performed by an independent valuer during the financial year.

Had the land and building affected been carried at their historical costs less accumulated depreciation, the carrying amounts of the revalued assets that would have been included in the financial statements at the end of the year are as follows :-

2015 2014 RM RM

Leasehold land 406,863 418,351 Freehold land and buildings 3,349,878 3,427,372 Leasehold land and buildings 438,897 453,397

4,195,638 4,299,120

(b) Security

Certain land and buildings of a subsidiary company with a net carrying value of RM2,743,501 (2014:RM1,269,936) have been charged to financial institutions as security for various credit facilities granted to a subsidiary company.

(c) Assets acquired under hire purchase arrangements

The net carrying amounts of property, plant and equipment of the Group acquired under hire purchase arrangements are as follows :-

2015 2014 RM RM

Plant and machinery 10,977,377 17,528,672 Motor vehicles 5,226,921 6,430,606 Tools and equipments 414,075 469,925

16,618,373 24,429,203

82



15. PROPERTIES HELD FOR DEVELOPMENT AND PROPERTY DEVELOPMENT COSTS

(a) Land Held for Property Development

Freehold Freehold land land and building Total

Group RM RM RM

Cost

At 1 January 2015 11,816,945 34,953,954 46,770,899 Effect of movements in exchange rates - 3,506,730 3,506,730 At 31 December 2015 11,816,945 38,460,684 50,277,629

Cost

At 1 January 2014 11,816,945 35,767,005 47,583,950 Effect of movements in exchange rates - (813,051) (813,051)At 31 December 2014 11,816,945 34,953,954 46,770,899

Included in the land held for property development is a land and building amounting to RM38,209,026 (2014: RM34,702,296) being charged as security for borrowing facility granted by a financial institution as disclosed in Note 29 to the financial statements.

(b) Property Development Costs

Group 2015 2014

RM RM Brought forward

- Land 16,301,696 16,301,696 - Development costs 169,602,704 152,239,573

185,904,400 168,541,269 Incurred during the year

- Land costs transferred from property, plant and equipment 3,896 - - Development costs 47,549,654 17,363,131

233,457,950 185,904,400 Recognised in income statement

Brought forward (166,973,394) (142,098,427) Current year (4,560,765) (24,874,967)

(171,534,159) (166,973,394)

Effect of movements in exchange rates 144,247 (37,492) Total 62,068,038 18,893,514

Included in property developments cost incurred during the financial year is finance cost amounting to RM337,331 (2014 : RM1,059,333) and director’s remuneration amounting to RM180,000 (2014 : RM Nil).

83



CONT’D

16. INTANGIBLE ASSETS

Group Goodwill Total

RM RM

At 1 January 2015 9,177 9,177 Amortisation - - At 31 December 2015 9,177 9,177

At 1 January 2014 9,177 9,177 Amortisation - - At 31 December 2014 9,177 9,177

(a) Impairment test for goodwill on consolidation

Goodwill on consolidation has been allocated for impairment testing purposes to the individual entities which is also the cash-generating units (“CGUs”) identified.

(b) Key assumptions used to determine recoverable amount

The recoverable amount of a CGU is determined based on value-in-use calculations using cash flow projections based on financial budgets approved by the Directors covering a five-year term. Cash flows beyond five year are projected based on assumptions that the fifth year cash flow will be generated by the respective CGUs perpetually. Discounts rate used is based on the pre-tax weighted average cost of capital.

17. INVESTMENT IN SUBSIDIARIES

Group Company 2015 2014 2015 2014

RM RM RM RM

Unquoted shares, at cost - - 82,248,093 81,748,107 Amounts due from subsidiaries - - 22,676,526 20,664,197

- - 104,924,619 102,412,304

Amounts due from subsidiary companies are unsecured, interest free and are repayable on demand.

84



17. INVESTMENT IN SUBSIDIARIES (CONT’D)

(a) The details of the subsidiary companies are as follows :-

Country of Effective Principal Incorporation Interest (%) Activities

Held by the Company : 2015 2014

Trans Resources Corporation Sdn. Bhd. Malaysia 100 100 Construction

TRC Land Sdn. Bhd. Malaysia 100 100 Property development

TRC Energy Sdn. Bhd. Malaysia 100 100 Oil and gas

TRC Infra Sdn. Bhd. Malaysia 100 100 Dormant

* TRC (Aust) Pty Ltd Australia 100 100 Construction and property development

ADS Projek Sdn. Bhd. Malaysia 100 100 Property development

*** TRC International Pte Ltd Malaysia 100 100 Investment holding

Held through subsidiaries :

* Swan Synergy Developments Pty Ltd Australia 100 100 Construction and property development

TRC Development Sdn. Bhd. Malaysia 100 100 Property development and project management

* TRC Land (Cambodia) Limited Kingdom of Cambodia

100 100 Commercial and trading operations, property investment and construction

Held through subsidiaries :

Liputan Sutera Sdn. Bhd. Malaysia 100 100 Dormant

TRC Concrete Industries Sdn. Bhd. Malaysia 100 100 Manufacture of ready mixed concrete

** TRC (B) Sdn. Bhd. Brunei Darussalam

90 90 Construction and property development

** Petrobru Build Sdn. Bhd. ***

Brunei Darussalam

60 60 Dormant

** TRC (Sarawak) Sdn. Bhd. Malaysia 100 100 Construction

* The Swan Synergy Unit Trust Australia 100 100 Property development

* The financial statements of TRC (Aust) Pty Ltd, Swan Synergy Developments Pty Ltd, The Swan Synergy Unit Trust and TRC Land (Cambodia) Limited have not been audited due to certain exemptions given by the respective countries.

** Audited by another firm of auditors.

*** The financial statements of TRC International Pte Ltd, and Petrobru Build Sdn. Bhd. have not been consolidated with the financial statements of the Group as the Directors are of the opinion that there will be of no real value in view of the insignificant effect on the financial statements of the Group.

85



CONT’D


(b) Reorganisation of the Group Structure

TRC (Aust) Pty Ltd, a wholly-owned subsidiary of the Company has on 30 January 2015 completed the acquisition of 600 ordinary shares, representing 100% of the total issued and paid-up share capital of Swan Synergy Developments Pty Ltd which is also a wholly-owned subsidiary of the Company, for a total cash consideration of AUD600 (RM1,707).

(c) Non-controlling interest in subsidiary

The Group’s subsidiary that has material non-controlling interest (“NCI”) is as follows :

TRC (B) Sdn. Bhd. In RM

Year ended 31 December 2015

NCI percentage of ownership interest and voting interest 10% Carrying amount of NCI 66,942

Year ended 31 December 2014

NCI percentage of ownership interest and voting interest 10% Carrying amount of NCI (390,723)

Summarised financial information on subsidiaries with material NCI :

(i) Summarised statement of profit or loss and other comprehensive income

TRC (B) Sdn. Bhd. Forthefinancial

year ended 31 December 2015 2014

RM RM

Revenue 48,992,996 76,391,569

Profit/(Loss) before tax 4,767,038 (11,341,898) Income tax expense - 498,275

Profit/(Loss) for the financial year 4,767,038 (10,843,623)

Other comprehensive income - - Foreign currency translation - -

Total comprehensive income 4,767,038 (10,843,623)

Total comprehensive income allocated to NCI 457,665 (1,087,986)

86




(ii) Summarised statement of financial position



RM RM Current

Assets 58,164,106 62,133,995 Liabilities (58,231,078) (67,927,271)

Total current net (liabilities)/assets (66,972) (5,793,276)

Non - current

Assets 2,594,509 3,744,160 Liabilities - -

Total non-current net assets 2,594,509 3,744,160

Net assets/(liabilities) 2,527,537 (2,049,116)

(iii) Summarised statement of cash flows



RM RM Cash flows from operating activities

Cash generated from operations 578,517 9,855,390 Interest paid (464,997) (789,042) Interest received 5,240 4,676 Net cash generated from operating activities 118,760 9,071,024

Net cash generated from/(used in) investing activities 727,152 (38,042)

Net cash used in financing activities (210,760) (367,416)

87



CONT’D


(iii) Summarised statement of cash flows (cont’d)



RM RM

Net increase in cash and cash equivalents 635,152 8,665,566

Foreign currency translation (628,035) (557,628) Cash and cash equivalents at beginning of the financial year 10,403,576 2,295,638 Cash and cash equivalents at end of the financial year 10,410,693 10,403,576

18. INVESTMENT IN ASSOCIATES

Group Company 2015 2014 2015 2014

RM RM RM RM

Unquoted shares, at cost 10,870,750 14,902,148 - -

Share of post - acquisition reserves :

Share of loss of associates (1,066,027) (2,242,425) - -Share of exchange reserve (1,360,655) (794,648) - -

8,444,068 11,865,075 - -

Details of the associates of the Group are as follows :-

Name of Company Country of

Incorporation Principal Activity

Equity Interest

2015 2014

Pretty Sally Holdings Pty Ltd Australia Property development

33.33% 33.33%

Delta Garden Limited Kingdom of Cambodia Property development

34% 34%

PetroBru (B) Sdn. Bhd. Brunei Darussalam Dormant 40% 26%

PSH Investment Pty Ltd Australia Dormant 33.33% 33.33%

Mae Synergy Pty Ltd Australia Project management

18.89% -

Under the Australian Standards, Pretty Sally Holdings Pty Ltd is not required to prepare a group consolidated financial statements because it is a proprietary limited company in Australia.

88



18. INVESTMENT IN ASSOCIATES (CONT’D)

Details of the associates of the Group are as follows :- (Cont’d)

The financial year end of PetroBru (B) Sdn. Bhd. is on 30 September and all associate companies in Australia are on 30 June. For the purpose of applying the equity method of accounting, the unaudited financial statements of the associates have been used and appropriate adjustments have been made for the effects of significant transaction between their financial years to 31 December 2015. All the associates except those incorporated in Australia, and Delta Garden Limited (exempted from being audit by the respective countries law) are audited by other firm of auditors.

The carrying amount of investment in PetroBru (B) Sdn. Bhd., an associate company of TRC Energy Sdn. Bhd. (“TRCE”), has been reduced from RM6,900,000 to RM1,035,000 due to revocation of balance payable to vendors amounting to RM5,865,000 as mentioned in Note 30 to the financial statements. In addition, equity interest in the associate company was increased from 26% to 40% during the financial year as a result of acquiring 14% of shares from the vendors in consideration of settlement of advance owing by the vendors to TRCE.

The summarised financial information of the associates, not adjusted for the proportion of ownership interest held by the Group, is as follows :

Group 2015 2014

RM RM Assets and liabilities:

Total assets 153,688,760 98,083,080 Total liabilities (168,322,667) (96,198,919)

Results :

Revenue 142,457,615 9,127,832 Profit/(loss) for the year 4,633,319 (486,322)

19. OTHER INVESTMENTS

Group Company 2015 2014 2015 2014

RM RM RM RM

Investment in partnership 27,860,203 25,687,892 - - Corporate membership, at cost 144,000 144,000 - -

28,004,203 25,831,892 - -

89



CONT’D

20. TRADE AND OTHER RECEIVABLES

Group Company 2015 2014 2015 2014

RM RM RM RM Current

Trade receivables

Third parties 149,660,683 178,783,604 - -

Construction contracts :Retention sums (Note 23) 121,231,738 115,891,907 - -

270,892,421 294,675,511 - -

Group Company 2015 2014 2015 2014

RM RM RM RM Other receivables

Deposits 4,142,160 3,837,800 2,000 2,000 Prepayments 1,365,565 2,247,886 3,000 3,000 Tax recoverable 6,770,559 8,635,105 897,622 870,633 Loans to associates 13,035,738 11,458,586 - - Other receivables 13,844,198 11,521,773 10,875 10,600 Other receivables, net 39,158,220 37,701,150 913,497 886,233

Total 310,050,641 332,376,661 913,497 886,233

Non-current

Other receivables

Subsidiaries - - 154,109,964 138,766,588 - - 154,109,964 138,766,588

(a) Trade receivables

Trade receivables are non-interest bearing except for an amount of RM47,466,622 (2014: RM44,932,289) which is subject to 5% (2014: 5%) interest per annum and are receivable generally on 30 to 90 days (2014: 30 to 90 days) terms. They are recognised at their original invoice amounts which represent their fair values on initial recognition.

90



20. TRADE AND OTHER RECEIVABLES (CONT’D)

(a) Trade receivables (Cont’d)

Ageing analysis of trade receivables

The ageing analysis of the Group’s trade receivables is as follows :-

2015 2014 RM RM

Neither past due nor impaired 125,958,314 124,156,082 1 to 30 days past due not impaired 21,628,464 83,939,651 31 to 60 days past due not impaired 21,947,676 30,474,544 61 to 90 days past due not impaired 1,865,382 44,932,288 Over 90 days past due not impaired 99,492,585 11,172,946

270,892,421 294,675,511 Impaired - -

270,892,421 294,675,511

Receivables that are past due but not impaired

The Group has trade receivables amounting to RM144,934,107 (2014: RM170,519,429) that are past due at the reporting date but not impaired.

(b) Amounts due from subsidiaries (non - current)

Amount due from subsidiaries are unsecured, repayable on demand and are subject to interest of 1% - 3% (2014: 1% - 3%) per annum.

(c) Amount due from associates

Amount due from associates are unsecured, non-interest bearing and are repayable on demand except for Delta Garden Limited which is subject to interest of Nil (2014: 11%) per annum and is repayable within five years.

91



CONT’D

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92



21. DEFERRED TAXATION (CONT’D)

Company As at

1 January 2014

RM

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or loss RM

Over provision in

prior years RM

As at 31 December

2014 RM

Recognised inprofit

or loss RM

As at 31 December

2015 RM

Deferred tax (assets)/ liabilities :

Property, plant and equipment (7,956) (75,760) (308) (84,024) (53,357) (137,381)

(7,956) (75,760) (308) (84,024) (53,357) (137,381)

The deferred tax assets and liabilities have not been recognised are as follows :-

Group Company 2015 2014 2015 2014

RM RM RM RM Deferred tax assets :

Business losses carried forward 257,578 254,886 - - Unabsorbed capital allowances carried forward 25,762 - - -

283,340 254,886 - -

Deferred tax liabilities :

Accelerated capital allowances (24,232) - - -

Net deferred tax assets 259,108 254,886 - -

Deferred tax assets have not been recognised in the financial statements in respect of the business losses and unabsorbed capital allowances as it is not probable that future taxable profit will be available against which they can be utilised.

22. INVENTORIES

Group 2015 2014

RM RM Cost

Raw materials 151,485 379,407 Completed properties 320,118 319,444

471,603 698,851

During the year, the amount of inventories recognised as an expense in cost of sales of the Group was RM Nil (2014: RM225,423). Included in cost of sales of the Group is finance cost amounting to RM Nil (2014: RM4,484).

93



CONT’D

23. DUE FROM/(TO) CUSTOMERS ON CONTRACTS

Group 2015 2014

RM RM

Construction costs incurred to date 4,069,016,091 3,686,723,160 Attributable profits 245,143,869 303,136,079

4,314,159,960 3,989,859,239

Less : Provision for foreseeable losses (799,624) (1,187,492)4,313,360,336 3,988,671,747

Less : Progress billings (4,322,159,909) (3,972,167,000)(8,799,573) 16,504,747

Due from customers on contract (Note 24) 54,322,513 65,493,854 Due to customers on contract (Note 31) (63,122,086) (48,989,107)

(8,799,573) 16,504,747

Advances received on contracts, included within trade payables (Note 30) 4,732,554 34,238,184

Retention sums on contract, included within trade receivables (Note 20) 121,231,738 115,891,907

The cost incurred to date on construction contracts include the following charges made during the financial year.

Group 2015 2014

RM RM

Depreciation of property, plant and equipment 9,216,007 6,385,531 Project finance charges 5,138,170 4,081,392 Rental of premises 2,807,004 4,873,260 Hiring and transport charges 21,088,229 19,217,290

24. OTHER CURRENT ASSETS

Group Company 2015 2014 2015 2014

RM RM RM RM

Amount due from customers on contract (Note 23) 54,322,513 65,493,854 - -

54,322,513 65,493,854 - -

94



25. CASH AND CASH EQUIVALENTS

Group Company 2015 2014 2015 2014

RM RM RM RM

Cash on hand and at banks 61,172,641 69,970,650 384,517 427,044

Deposits :

Short term deposits with licensed banks 13,169,023 15,278,900 - -

Fixed deposits with licensed banks 115,612,604 88,247,732 6,504,220 6,339,311

Total cash and cash equivalents 189,954,268 173,497,282 6,888,737 6,766,355

Cash at banks earns interest at floating rates based on daily bank deposit rates. Short-term deposits are placed for varying periods of between one day and two weeks depending on the immediate cash requirements of the Group, and earn interests at the respective short-term deposit rates. The weighted average effective interest rate as at 31 December 2015 for the Group was 0.28% - 3.20% (2014: 0.28% - 3.20%) per annum.

Fixed deposits are placed for varying periods of between one month and twelve months (2014: one month and twelve months) depending on the immediate cash requirements of the Group and the Company, and earn interests at the respective fixed deposit rates. The weighted average effective interest rate as at 31 December 2015 for the Group and the Company ranges from 0.45% - 3.45% (2014: 0.10% - 3.45%) per annum.

Included in cash at banks of the Group are amounts of RM4,977,213 (2014: RM2,835,922) held pursuant to Section 7A of the Housing Developers (Control and Licensing) Act, 1966 and are restricted from use in other operations.

Deposits with other financial institutions of the Group and the Company amounting to RM111,155,210 (2014: RM83,932,223) and RM5,504,220 (2014: RM5,339,311) respectively are pledged as securities for borrowings (Note 29).

For the purpose of the statements of cash flow, cash and cash equivalents comprise the following as at the statement of financial position date :

Group Company 2015 2014 2015 2014

RM RM RM RM

Cash and bank balances 61,172,641 69,970,650 384,517 427,044 Fixed deposits with licensed banks 4,457,394 4,315,509 1,000,000 1,000,000 Short term deposit with licensed bank 13,169,023 15,278,900 - -Bank overdrafts (25,726,826) (19,803,389) - -

Total cash and cash equivalents 53,072,232 69,761,670 1,384,517 1,427,044

95



CONT’D

26. SHARE CAPITAL AND SHARE PREMIUM

Number of ordinaryshares of Amount

RM0.50 each RM0.50 each 2015 2014 2015 2014

RM RM Authorised share capital

At 1 January/31 December 1,000,000,000 1,000,000,000 500,000,000 500,000,000

Number of ordinary

Shares ofRM0.50 each Amount

Share capital

(issued and fully paid)

Share capital


Share premium

Total share

capital and share premium

RM RM RM

1 January 2015 480,497,023 240,248,512 208,109 240,456,621

Ordinary shares issued during the year :Pursuant to Warrant A - - - -Pursuant to Warrant B - - - -

At 31 December 2015 480,497,023 240,248,512 208,109 240,456,621

Number of ordinary

Shares ofRM0.50 each Amount

Share capital


Share capital


Share premium

Total share

capital and share premium

RM RM RM

1 January 2014 477,075,403 238,537,702 139,677 238,677,379

Ordinary shares issued during the year :Pursuant to Warrant A - - - -Pursuant to Warrant B - - - -Pursuant to ESOS 3,421,620 1,710,810 68,432 1,779,242

At 31 December 2014 480,497,023 240,248,512 208,109 240,456,621

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.

96



26. SHARE CAPITAL AND SHARE PREMIUM (CONT’D)

Warrants A 2007/2017

A total of 30,800,000 free warrants were issued by the Company in conjunction with the Rights Issue in 2007. Each warrant is exercisable into one new ordinary share of RM1.00 each at the exercise price of RM1.00 per ordinary share.

Consequential to the Bonus Issue in 2008, the Company had issued an additional 6,101,520 new Warrants 2007/2017 pursuant to the adjustments in accordance with the provision under the Deed Poll executed by the Company on 15 November 2006 constituting the Warrants (“Deed Poll”).

The exercise price of the existing Warrants A 2007/2017 were adjusted to RM0.50 each pursuant to the Share Split and Bonus Issue of shares in 2011. No Warrants A were exercised during the financial year and a total of 86,738,717 warrants remained outstanding as at 31 December 2015.

The warrants are valid for a period of ten years and shall expire on 21 January 2017.

The salient features of the Warrants 2007/2017 are as follows :-

(i) 30,800,000 free Warrants are issued in conjunction with the Rights Issue to the Entitled Shareholders on the basis of 1 free Warrant attached to every 1 Rights Share and RM1.00 nominal value of ICULS subscribed. The warrants are immediately detached upon issuance and traded on Bursa Malaysia Securities Berhad separately. The warrants are traded in board lots of 100 units each carrying the right to subscribe for 100 new TRCS shares;

(ii) each Warrants entitles the registered holders at any time during the exercise period of ten (10) years from the date of first issue of the Warrants to subscribe for one (1) ordinary share of RM1.00 at an exercise price of RM1.00. Subsequent to the Share Split and Bonus Issue of shares in 2011, each Warrants is exercisable into one new ordinary share of RM0.50 each at the exercise price of RM0.50;

(iii) the exercise price and/or the number of the Warrants outstanding may be adjusted in accordance with the provisions set out in the Deed Poll;

(iv) upon expiry of the exercise period, any unexercised rights will lapse and cease to be valid for any purposes; and

(v) The new ordinary shares to be allotted and issued upon exercise of the Warrants shall rank pari passu in all respects with the existing ordinary shares of the Company except that they will not be entitled to any dividends, rights, allotments and other distributions the entitlement date of which precedes or falls on the relevant conversion date.

Set out below are details of the free warrants issued by the Company :

Number of warrants A 2007/2017Exercise At At

Issuance date Expiry date price 1.1.2015 Exercised 31.12.2015 RM/share

20.1.2007 21.1.2017 0.50 86,738,717 - 86,738,717

97



CONT’D

26. SHARE CAPITAL AND SHARE PREMIUM (CONT’D)

Warrants B 2011/2016

Consequential to the Share Split and Bonus Issue Exercise in 2011, the shareholders gave their approval for the Company to issue a bonus issue of warrants (Warrants B). Pursuant to the Deed Poll executed by the Company on 12 July 2011, 93,495,995 warrants were issued, and the said warrants are valid for a period of five years and shall expire on 25 July 2016.

Each warrants is exercisable into one new ordinary share of RM0.50 each at the exercise price of RM0.61 per ordinary share. During the financial year, no Warrants B 2011/2016 were exercised and a total of 93,495,074 warrants remained outstanding as at 31 December 2015.

The salient features of the Warrants B 2011/2016 are as follows :-

(i) 93,495,995 free Warrants are issued in registered form and constituted by a Deed Poll dated 12 July 2011 executed by the Company (“Deed Poll”). Each Warrant carries the entitlement, at any time during the Exercise Period, to subscribe for one (1) new Subdivided Shares at the Exercise Price of RM0.61, subject to adjustment in accordance with the provisions of the Deed Poll;

For the purpose of trading on the Bursa Securities, one (1) board lot of Warrants shall comprise 100 Warrants carrying the right to subscribe for 100 new Subdivided Shares at any time during the Exercise Period;

(ii) each Warrants entitles the registered holders at any time during the exercise period of five (5) years from the date of first issue of the Warrants to subscribe for one (1) new subdivided share of RM0.50 at an exercise price of RM0.61;

(iii) the exercise price and/or the number of the Warrants outstanding may be adjusted in accordance with the provisions set out in the Deed Poll;

(iv) upon expiry of the exercise period, any unexercised rights will lapse and cease to be valid for any purposes; and

(v) The new ordinary shares to be allotted and issued upon exercise of the Warrants shall rank pari passu in all respects with the existing ordinary shares of the Company except that they will not be entitled to any dividends, rights, allotments and other distributions the entitlement date of which precedes or falls on the relevant conversion date.

Set out below are details of the bonus issue of warrants issued by the Company :

Number of warrants 2011/2016Exercise At At

Issuance date Expiry date price 1.1.2015 Exercised 31.12.2015 RM/share

25.7.2011 25.7.2016 0.61 93,495,074 - 93,495,074

98



27. OTHER RESERVES

Group Foreign

Currency Translation

Reserve RM

Asset Revaluation

Reserve RM

Total RM

At 1 January 2015 (1,382,436) 3,812,128 2,429,692

Other comprehensive income :

Group 833,788 - 833,788 Associates (566,007) - (566,007) At 31 December 2015 (1,114,655) 3,812,128 2,697,473

At 1 January 2014 (1,044,510) 3,812,128 2,767,618

Other comprehensive income :

Group (44,268) - (44,268) Associates (293,658) - (293,658) At 31 December 2014 (1,382,436) 3,812,128 2,429,692

(a) Asset revaluation reserve

The asset revaluation reserve is used to record increases in the fair value of the asset and decreases to the extent that the such decrease relates to an increase on the same asset previously recognised in equity.

(b) Foreign currency translation reserve

The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign operations whose functional currencies are different from that of the Group’s presentation currency. It is also used to record the exchange differences arising from monetary items which form part of the Group’s net investment in foreign operations, where the monetary item is denominated in either the functional currency of the reporting entity or the foreign operation.

28. RETAINED EARNINGS

The Company is able to distribute dividends out of its entire retained earnings under the single-tier system.

99



CONT’D

29. BORROWINGS

Group Company 2015 2014 2015 2014

RM RM RM RM Secured :

Short term borrowings

Bankers’ acceptance 51,819,000 25,465,000 - - Bank overdrafts 25,726,826 19,803,389 - - Revolving credit 12,232,363 12,232,363 - - Revolving loan 20,000,000 20,000,000 - - Invoice financing 9,047,532 33,504,363 - - Term loan 6,324,000 6,324,000 - - Promissory note financing 7,207,584 3,733,560 - - Trust receipt 16,874,369 9,044,410 - - Market rate loan 18,057,875 16,418,550 - - Hire purchase payables (Note 32) 4,565,782 9,001,846 - -

171,855,331 155,527,481 - -

Secured :

Long term borrowings

Term loan 9,917,000 16,241,000 - - Hire purchase payables (Note 32) 3,008,480 4,508,887 - -

12,925,480 20,749,887 - - Total borrowings 184,780,811 176,277,368 - -

(i) Bank overdrafts

The bank overdrafts of the subsidiary companies are subject to interest at rates ranging from 0.70% to 2.0% (2014: 1.0% to 2.0%) per annum above the banks’ base lending rates.

(ii) Bankers’ acceptance

The bankers’ acceptance are subject to commissions at rates of approximately 0.70% -1.0% (2014: 0.75% to 1.0%) per annum and interest rates of 0.70% - 2.0% (2014: 0.70% - 2.0%) per annum above the banks’ cost of funds.

(iii) Obligations under finance leases

These obligations are secured by a corporate guarantee from the holding company and a charge over the leased assets (Note 14). The average discount rate implicit in the leases ranges from 2.16% - 3.36% (2014: 2.10% to 4.00%) per annum.

100



29. BORROWINGS (CONT’D)

(iv) Other short term trade facilities

The domestic factoring facility is subject to a flat charge of RM Nil (2014: RM10,000).

The above facilities are secured by :-

(a) Existing Open All Monies Facilities Agreement;(b) Legal Deed of Assignment of Contract Proceeds;(c) Letter of Irrevocable Instruction by the subsidiary ;(d) Certain fixed deposits of the subsidiary;(e) A corporate guarantee by the Company; and(f) Jointly and personal guarantee by the directors of the subsidiary.(g) A first legal charge over the property held under H. S.(M) 14713, PT 4855, Bandar Ulu Kelang, Taman Andaman

Ukay, Daerah Gombak, Negeri Selangor.

(v) Term loan

The term loan is subject to interest rates of 1.50% to 2.20% (2014: 1.50% to 2.20%) per annum above the banks’ cost of funds. The term loan is secured by :-

(a) Facilities Agreement; (b) Charge over Cash Deposit of RM5,800,000;(c) All Monies Corporate Guaratee from the Company;(d) Letter of Negative Pledge; (e) Letter of Undertaking from the Company;(f) A corporate guarantee by the Company; (g) Sale and Purchase Agreement; and(h) All Monies Legal Charge or All Monies Deed of Assignment over a piece of vacant land identified as

Geran 314188, Lot 73971, Section U3 @ At the Juction of Jalan Lapangan Terbang Subang Baru & Jalan Lapangan Terbang Subang Lama, Section U3, Shah Alam, Selangor.

(i) A first legal charge over the property held under H. S.(M) 14713, PT 4855, Bandar Ulu Kelang, Taman Andaman Ukay, Daerah Gombak, Negeri Selangor.

(vi) Revolving loan

The revolving loan is subject to interest rate of 0.75% (2014: 0.75%) per annum above the bank’s cost of funds.

The revolving loan is secured by :-

(a) Corporate Guarantee from the Company;(b) Blanket Counter Indemnity from the subsidiary;(c) Trade Financing General Agreement; (d) Letter of Negative Pledge from the subsidiary; (e) Letter of Undertaking from the Company; and (f) Time Deposit totalling up to RM8.4 million.

101



CONT’D


(vii) Revolving credit

The revolving credit is subject to interest rate of 1.00% - 1.50% (2014: 1.00% - 1.50%) per annum above the bank’s cost of funds.

The revolving credit is secured by :-

(a) Corporate Guarantee from the Company;(b) Trade Finance General Agreement;(c) Master Trust Receipt Agreement;(d) Irrevocable and unconditional letter of instruction; (e) Irrevocable letter of payment notification; (f) Assignment of performance bonds;(g) Pledge of fixed deposit of RM8.0 million by way of sinking fund.(h) Legal assignment of contract proceeds; and (i) Letter of Set - Off.

(viii) Promissory Note Financing

The promissory note financing is subject to interest rate of 0.70% (2014: 0.70%) per annum above the bank’s effective cost of fund.

The promissory note financing is secured by :-

(a) Existing Open All Monies Facilities Agreement; (b) Corporate guarantee from the Company;(c) Existing letter of set off over 1st party fixed deposits; (d) Upfront placement of fixed deposits of the subsidiary; and(e) Two parties Deed of Assignment of Contract Proceeds.

(ix) Invoice Financing

The invoice financing is subject to interest rates of 0.85% to 1.50% (2014: 0.85% to 1.50%) per annum plus bank’s cost of funds.

The invoice financing is secured by :-

(a) Existing Letter of Set - Off;(b) Existing All Monies Corporate Guarantee; and(c) Existing Letter of Negative Pledge.

(x) Trust Receipt

The trust receipt is subject to interest rate currently at 0.60% (2014: 0.10%) for each month or part thereof.

The trust receipt is secured by :-

(a) Corporate guarantee from the Company;(b) Blanket counter Indemnity; (c) Third party Blanket counter Indemnity; (d) Letter of negative pledge;(e) Facilities agreement;(f) The deposit of 10% of facilities amount;(g) Letter of set off;(h) Legal assignment of contract proceeds;(i) Letter of undertaking;(j) Irrevocable Letter of Instruction; and(k) Irrevocable Letter of Authorisation.

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(xi) Market Rate Loan

The market rate loan is subject to interest rate of 2.32% (2014: 2.71%) per annum. However, the rates are indicative and subject to change for a reset period of three months. The facility is secured by :

(a) an unlimited guarantee on general security interest by a subsidiary company;(b) term deposit of a subsidiary;(c) a first registered mortgage over non-residential real property located at 588, Swan Street Richmond VIC

3121; and(d) first ranking charge over all present and after acquired property of certain subsidiary companies.

30. TRADE AND OTHER PAYABLES

Group Company 2015 2014 2015 2014

RM RM RM RM Trade payables

Third parties 152,915,974 161,629,783 - -

Advances received (Note 23) 4,732,554 34,238,184 - -

Trade payables, net 157,648,528 195,867,967 - -

Other payables

Vendor - associate acquired * - 5,865,000 - -

Accruals 1,705,345 1,278,978 276,470 155,120 Other payables 13,369,288 8,443,048 974,598 257,666

15,074,633 15,587,026 1,251,068 412,786 Total trade and other payables 172,723,161 211,454,993 1,251,068 412,786

Trade payables are non - interest bearing and the normal trade credit terms granted to the Group range from one month to three months.

* Pursuant to Settlement Agreement and Supplementary Shareholders’ Agreement both dated 12 May 2015, TRC Energy Sdn. Bhd. (“TRCE”) and the vendors have agreed to revoke the Sale and Purchase Agreement (“Agreement”) dated 23 November 2007 and release each other from their obligations under the Agreement.

Through the Settlement Agreement, the vendors also have agreed to transfer 3,500 units ordinary shares of Brunei Dollar One (BND 1.00) each to TRCE, representing fourteen percent (14%) of the total issued shares of PetroBru (B) Sdn. Bhd. in consideration of settlement of advances (“Settlement Sum”) due and owing by the vendors to TRCE amounting to RM1,620,800. In consideration of the vendors transferring the shares, the Settlement Sum is deemed to be paid as full and all the advances made by the vendors to PetroBru (B) Sdn. Bhd. shall be assigned to TRCE.

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CONT’D

31. OTHER CURRENT LIABILITIES

Group 2015 2014

RM RM

Amount due to customers for contract (Note 23) 63,122,086 48,989,107

Progress billings in respect of property development 4,651,672 2,909,349 67,773,758 51,898,456

32. HIRE PURCHASE PAYABLES

Future minimum lease payments under finance leases together with the present value of the net minimum lease payments are as follows :

Group 2015 2014

RM RM Future minimum lease payments :

Not later than one year 4,833,921 9,453,205

Later than one year and not later than two years 2,523,051 3,529,445 Later than two years and not later than five years 584,057 1,129,984 Total future minimum lease payments 7,941,029 14,112,634 Less : Future finance charges (366,767) (601,901) Present value of finance lease liabilities 7,574,262 13,510,733 Analysis of present value of finance lease liabilities : Not later than one year 4,565,782 9,001,846 Later than one year and not later than two years 2,436,820 3,400,760 Later than two years and not later than five years 571,660 1,108,127

7,574,262 13,510,733

Amount due within 12 months (4,565,782) (9,001,846)

Amount due after 12 months 3,008,480 4,508,887

33. CASH PURCHASE OF PROPERTY, PLANT AND EQUIPMENT

Group Company 2015 2014 2015 2014

RM RM RM RM

Purchase of property, plant and equipment 6,370,181 15,268,795 - - Less : Financed by hire purchase arrangement (3,396,489) (4,978,213) - -

2,973,692 10,290,582 - -

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34. DIVIDENDS

Dividends in respectof Year

Dividends Recognised in Year

2015 2014 2015 2014 RM RM RM RM

Recognised during the year :

First and final single tier dividend for 2014: 0.18 sen per share on 480,497,023 ordinary shares - 864,895 864,895 2,402,485

At the forthcoming Annual General Meeting, a provisional single tier dividend in respect of the financial year ended 31 December 2015, of 0.65 sen per share on 480,497,023 ordinary shares amounting to a dividend payable of RM3,123,231 will be proposed for shareholders’ approval. The financial statements for the current financial year do not reflect this proposed dividend. Such dividend, if approved by the shareholders, will be accounted for in equity as an appropriation of retained earnings in the financial year ending 31 December 2016.

35. CONTINGENCIES

(a) Contingent liabilities Group Company

2015 2014 2015 2014 RM RM RM RM

Secured

Bank guarantees

Performance bond 182,947,107 166,607,446 47,500,000 47,500,000 Advance bond 32,543,400 45,620,900 - -Tender bond 2,630,000 250,000 - -Supplier/Maintenance/Securities 1,078,480 937,850 - -

219,198,987 213,416,196 47,500,000 47,500,000

The bank guarantees are secured by fixed deposits of the Group and the Company and a corporate guarantee by the Company and a subsidiary company.

As at the date of the statements of financial position, the Group and the Company has unutilised bank guarantees facilities amounting to RM207,391,391 (2014: RM228,174,183) and RM2,500,000 (2014: RM2,500,000) respectively.

Group Company 2015 2014 2015 2014

RM RM RM RM Unsecured :

Corporate guarantees given to banks for credit facilities 166,722,936 159,769,192 165,371,627 159,262,344

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CONT’D

35. CONTINGENCIES (CONT’D)

(a) Contingent liabilities (Cont’d)

The total corporate guarantee facilities given to the Group and the Company amounting to RM327,941,029 (2014:RM334,020,960) and RM325,941,029 (2014: RM332,020,960) respectively.

The corporate guarantee does not have a determinable effect on the terms of the credit facilities due to the bank requiring parent guarantee as a pre-condition for approving the credit facilities granted to the subsidiaries. The actual terms of the credit facilities are likely to be the best indicator of “at market” terms and hence the fair value of the credit facilities amount received by the subsidiaries. As such, there is no value on the corporate guarantee to be recognised in the financial statements.

(b) Contingent asset

This represents the award granted by the Arbitrator to the Group amounting to RM2,209,335 against Carmichael Asia Sdn. Bhd. as mentioned in Note 43 of the financial statements. This amount has not been recognised in the financial statements.

36. RELATED PARTY TRANSACTIONS

For the purposes of these financial statements, parties are considered to be related to the Group if the Group or the Company has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group or the Company and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.

Related parties also include key management personnel defined as those persons having authority and responsibility for planning, directing and controlling the activities of the Group either directly or indirectly. The key management personnel include all the directors of the Group, and certain members of senior management of the Group.

The Group has related party relationship with its significant investors, subsidiaries and associates, directors and key management personnel.

In addition to the related party information disclosed elsewhere in the financial statements, the following significant transactions between the Group and related parties took place at terms agreed between the parties during the financial year.

106



36. RELATED PARTY TRANSACTIONS (CONT’D)

Group Company 2015 2014 2015 2014

RM RM RM RM a) Subsidiaries :

Sale of finished goods and services 19,834,129 25,218,148 - -

Infrastructural and external work 16,405,380 16,980,367 - -

Sub-contractors costs 13,816,564 - - -

Supply of labour 4,933,006 4,004,504 4,933,006 3,715,349

Management fees received 8,079,843 3,540,000 3,540,000 3,540,000

Rental charges 4,684,010 3,480,081 1,187,736 1,319,964

Food allowance 18,974 23,299 - -

Interest charges 6,772,057 4,414,876 2,506,202 2,456,535

Dividend 10,000,000 6,000,000 10,000,000 6,000,000

Disposal of property, plant and equipment 10,682,966 - - -

Security fee 22,109 - - -

Group Company 2015 2014 2015 2014

RM RM RM RM b) Associates :

Interest charges 1,833,356 1,884,767 - -

The directors are of the opinion that all the transactions above have been entered into in the normal course of business and have been established on terms and conditions that are not materially different from those obtainable in transactions with unrelated parties.

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CONT’D

36. RELATED PARTY TRANSACTIONS (CONT’D)

c) Compensation of key management personnel :

i) Directors Group Company

2015 2014 2015 2014 RM RM RM RM

Salary 3,198,356 3,041,231 545,000 520,000 Other emoluments 1,676,993 824,463 446,200 197,802

ii) Other key management personnel Group Company

2015 2014 2015 2014 RM RM RM RM

Salary 2,231,603 2,127,000 613,500 542,500 Other emoluments 1,302,060 766,616 289,427 191,835

Other key management personnel comprise persons other than the directors of Group entities, having authority and responsibility for planning, directing and controlling the activities of the Group entities either directly or indirectly.

For salaried key management personnel, the Group also make such contributions to the Employee Provident Fund (“EPF”) as required by law.

37. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Group and the Company are exposed to financial risks arising from their operations and the use of financial instruments. The key financial risks include credit risk, liquidity risk, market risk and foreign currency risk.

The Board of Directors reviews and agrees policies and procedures for the management of these risks, which are executed by the Chief Financial Officer. The audit committee provides independent oversight to the effectiveness of the risk management process.

The following section provides details regarding the Group and the Company’s exposure to the above-mentioned financial risks and the objectives, policies and process for the management of these risks.

(a) Market Risk

(i) Interest Rate Risk

Interest rate risk is the risk that fair value or future cash flows of the Group and the Company’s financial instruments will fluctuate because of changes in market interest rates.

The Group exposures to interest rate risk arises primarily from its loans and borrowings. The loans and borrowings are subject to fluctuation in the bank’s base lending rate.

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37. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONT’D)

(a) Market Risk (Cont’d)

(i) Interest Rate Risk (Cont’d)

The interest rate profile of the Group and the Company’s interest bearing financial instruments based on the carrying amounts as at the end of the reporting period is as follows :

Group Company 2015 2014 2015 2014

RM RM RM RM

Fixed rate instruments

Financial assets 183,039,207 153,944,244 6,504,220 6,339,311 Financial liabilities 7,574,262 13,510,733 - -

Floating rate instruments

Financial liabilities 177,206,549 162,766,635 - -

Fair value sensitivity analysis for fixed rate instruments

The Group and the Company do not account for any fixed rate financial assets and liabilities at fair value through profit or loss, and the Company do not designate derivatives as hedging instruments under a fair value hedge accounting model. Therefore, a change in interest rates at the end of the reporting period would not affect profit or loss.

Cash flow sensitivity analysis for variable rate instruments

An increase of 25 basis point at the end of the reporting period would have decreased profit before tax by the amount shown below and a decrease would have an equal but opposite effect. This analysis assumes that all other variables, in particular foreign currency rates, remain constant.

2015 2014 RM RM

Decrease in profit before taxation 440,878 406,917

(ii) Equity Price Risk

Market price is the risk that the fair value future cash flows of the Group and the Company financial instruments will fluctuate because of changes in market prices (other than interest or exchange rates).

The Group and the Company do not have any quoted equity investments and hence is not exposed to equity price risk.

(b) Credit risk

Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty default on its obligations. The Group and the Company’s exposure to credit risk arises primarily from trade and other receivables. For other financial assets (including cash and bank balances) the Group and the Company minimises credit risk by dealing exclusively with high credit rating counterparties.

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CONT’D


(b) Credit risk (cont’d)

The Group and the Company’s objective is to seek continual revenue growth while minimising losses incurred due to increased credit risk exposure. The Group and the Company trades only with recognised and creditworthy third parties. It is the Group and the Company’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis with the result that the Group and the Company’s exposure to bad debts is not significant.

Exposure to credit risk

At the reporting date, the Group and the Company’s maximum exposure to credit risk is represented by the carrying amount of each class of financial assets recognised in the statements of financial position with positive fair values.

Information regarding credit enhancements for trade and other receivables is disclosed in Note 20.

Financial 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 20. Deposits with banks and other financial institutions that are neither past due nor impaired are placed with or entered into with reputable financial institutions or companies with high credit ratings and no history of default.

Financial assets that are either past due or impaired

Information regarding financial assets that either past due or impaired is disclosed in Note 20.

Financial guarantees

The Group provides unsecured financial guarantees to banks in respect of borrowing facilities granted to certain subsidiaries. The Group monitors on an ongoing basis the results of the subsidiaries and repayments made by the subsidiaries.

Intercompany balances

The Company provides advances to its subsidiaries. The Company monitors the results of the subsidiaries regularly.

The maximum exposure to credit risk is represented by its carrying amount in the Company’s statement of financial position.

As at the end of the reporting period, there was no indication that the advances to those subsidiaries are not recoverable. The Company does not specifically monitor the ageing of the advances to its subsidiaries.

(c) Liquidity risk

Liquidity risk is the risk that the Group and the Company will encounter difficulty in meeting financial obligations due to shortage of funds. The Group and the Company’s exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. The Group and the Company’s objective is to maintain a balance between continuity of funding and flexibility through the financial support from related companies.

Analysis of financial instruments by remaining contractual maturities

The table below summarises the maturity profile of the Group and the Company’s liabilities at the reporting date based on contractual undiscounted repayment obligations.

110




(c) Liquidity risk (Cont’d)

2015 RM

On demand or within one year

One to fiveyears

Overfive years Total

Group RM RM RM RM

Financial liabilities :

Trade and other payables 172,723,161 - - 172,723,161 Other current liabilities 67,773,758 - - 67,773,758 Loans and borrowings 171,855,331 12,925,480 - 184,780,811

Total undiscounted financial liabilities 412,352,250 12,925,480 - 425,277,730

2015 RM


One to fiveyears


Company RM RM RM RM


Trade and other payables 1,251,068 - - 1,251,068 Other current liabilities - - - - Loans and borrowings - - - -

Total undiscounted financial liabilities 1,251,068 - - 1,251,068

2014 RM


One to fiveyears


Group RM RM RM RM


Trade and other payables 211,454,993 - - 211,454,993 Other current liabilities 51,898,456 - - 51,898,456 Loans and borrowings 155,527,481 20,749,887 - 176,277,368

Total undiscounted financial liabilities 418,880,930 20,749,887 - 439,630,817

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CONT’D


(c) Liquidity risk (Cont’d)

2014 RM


One to fiveyears


Company RM RM RM RM


Trade and other payables 412,786 - - 412,786 Other current liabilities - - - - Loans and borrowings - - - -

Total undiscounted financial liabilities 412,786 - - 412,786

(d) Foreign currency risk

Foreign currency risk is the risk that the fair value of future cash flows of the financial instruments will fluctuate because of changes in foreign exchange rates.

The Company has transactional currency exposure arising from advances to subsidiary that are denominated in a currency other than the respective functional currency of Company. The Group and Company also hold cash and cash equivalents denominated in foreign currencies for working capital purposes. The currencies giving rise to this risk are primarily USD Dollar (“USD”), Euro Dollar (“EURO”), Australian Dollar (“AUD”) and Singapore Dollar (“SGD”).

|---------------------- Denominated in ------------------|Denominated

inGROUP COMPANY

USD EURO SGD AUD RM RM RM RM

2015

Other receivables - - - 98,973,505 Cash and bank balances 8,021 862,262 280,267 5,447 Net exposure 8,021 862,262 280,267 98,978,952

2014

Other receivables - - - 88,295,543 Cash and bank balances 7,144 782,866 255,855 5,487 Net exposure 7,144 782,866 255,855 88,301,030

Sensitivity analysis for foreign currency risk

Below demonstrates the sensitivity to a reasonably possible change in the foreign currency exchange rates against Ringgit Malaysia, with all other variables held constant, of the Group’s and Company’s profit before taxation. A 10% strengthening of the RM against the following currencies at the end of the reporting period would have increased profit before taxation by the amount shown below and a corresponding decrease would have an equal but opposite effect.

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(d) Foreign currency risk (Cont’d)

Group Company 2015 2014 2015 2014

RM RM RM RM

AUD 545 549 9,897,895 8,830,103 USD 802 714 - - EURO 86,226 78,287 - - SGD 28,027 25,586 - -

Increase in profit before taxation 115,600 105,136 9,897,895 8,830,103

38. FAIR VALUE OF FINANCIAL INSTRUMENTS

Group Company 2015 2014 2015 2014

RM RM RM RM Financial assets

Investment in associates 8,444,068 11,865,075 - - Investment in subsidiaries - - 104,924,619 102,412,304 Other investments 28,004,203 25,831,892 - - Other receivables - - 154,109,964 138,766,588 Trade and other receivables 303,280,082 323,741,556 15,875 15,600 Other current assets 54,322,513 65,493,854 - - Cash and bank balances 189,954,268 173,497,282 6,888,737 6,766,355

Financial liabilities

Trade and other payables 172,723,161 211,454,993 1,251,068 412,786 Other current liabilities 67,773,758 51,898,456 - - Loans and borrowings 184,780,811 176,277,368 - -

Determination of fair value

Fair value is defined as the amount for which the financial instruments could be exchanged in a current transaction between knowledgeable willing parties in an arm’s length transaction, other than in a forced sale or liquidation.

The carrying amounts of financial instruments reported in the financial statements approximate their fair values.

39. CAPITAL MANAGEMENT

The primary objective of the Group’s and the Company’s capital management is to ensure that they maintain a strong credit rating and healthy capital ratios in order to support their business and maximise shareholders’ value.

The Group and the Company manage their capital structure and make adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group and the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the years ended 31 December 2015 and 31 December 2014.

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CONT’D

39. CAPITAL MANAGEMENT (CONT’D)

The Group and the Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Group and the Company did not maintain specific policy on the capital management.The Group and the Company includes within net debt/cash, loans and borrowings less cash and bank balances. Capital includes equity attributable to the owners of the Group and the Company less the fair value adjustment reserve.

Group Company 2015 2014 2015 2014

RM RM RM RM

Loans and borrowings 184,780,811 176,277,368 - -

Less : Cash and bank balances (189,954,268) (173,497,282) (6,888,737) (6,766,355)

Net (cash)/debt (5,173,457) 2,780,086 (6,888,737) (6,766,355)

Total equity 356,207,231 325,994,676 267,373,868 250,559,242

Less : - Fair value adjustment reserve (2,697,473) (2,429,692) - - Total capital employed 353,509,758 323,564,984 267,373,868 250,559,242

Capital and net cash/debt 358,683,215 326,345,070 274,262,605 257,325,597

Gearing ratio - 0.85% - -

40. SEGMENTAL INFORMATION

The Group’s reportable segments, as described below, are the Group’s strategic business units. The strategic business units offer different services and are managed separately because they require different marketing strategies. For each of the strategic business units, the Group’s Chief Executive Officer reviews internal management reports on at least a quarterly basis. Other business units are reported as ‘others’. The following summary describes the operations in each of the Group’s reportable segments :

* Construction activity * Property development

Performance is measured based on segment profit before tax, interest, depreciation and amortisation. Segment profit is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries.

Segment assets

Segment asset is measured based on all assets (including goodwill) of a segment and is used to measure the return of assets of each segment.

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40. SEGMENTAL INFORMATION (CONT’D)

Segment assets (Cont’d)

Operating segment information for the current financial year is as follows :

Construction Property Consolidated activity development Others adjustments Total

2015 RM RM RM RM RM

REVENUE 734,240,494 28,902,830 113,417,769 (108,574,912) 767,986,181

PROFIT BEFORE TAX 22,048,367 7,522,637 20,272,049 (11,601,526) 38,241,527

SEGMENT ASSETS 541,180,596 215,205,737 29,857,052 - 786,243,385

2014

REVENUE 706,833,597 36,910,402 137,798,675 (66,586,787) 814,955,887

PROFIT BEFORE TAX 12,022,958 7,223,888 7,182,111 (15,147,701) 11,281,256

SEGMENT ASSETS 566,770,357 125,674,734 76,480,746 - 768,925,837

Geographical Segments

2015 Malaysia Australia Brunei Cambodia Total RM RM RM RM RM

Revenue 719,016,427 (23,242) 48,992,996 - 767,986,181

Non Current Assets 91,902,204 38,209,026 2,594,509 - 132,705,739

2014

Revenue 737,160,989 1,403,329 76,391,569 - 814,955,887

Non Current Assets 101,738,228 34,702,296 3,744,160 - 140,184,684

Non current assets information presented above consist of the following items as presented in the consolidated statement of financial position.

2015 2014 RM RM

Property, plant and equipment 58,077,042 68,950,717 Properties held for development 50,277,629 46,770,899 Investment properties 24,341,891 24,453,891 Intangible assets 9,177 9,177

132,705,739 140,184,684

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CONT’D

40. SEGMENTAL INFORMATION (CONT’D)

Geographical Segments (Cont’d)

The construction activity and property development segments are managed on a worldwide basis. In presenting information on the basis of geographical segments, segment revenue is based on geographical location of customers. Segment assets are based on the geographical location of the assets. The amounts of non-current assets do not include financial instruments (including investments in associates) and deferred tax assets.

41. SIGNIFICANT EVENTS

New Projects Secured

(i) SSGP

The Group’s wholly-owned subsidiary company, Trans Resources Corporation Sdn. Bhd., has been awarded by Petronas Carigali Sdn. Bhd. with a Provision of Repair and Maintenance of Access Roads and Slope Stabilization Works within Right of Way (ROW) of Sabah Sarawak Gas Pipeline (SSGP) Project (Sarawak Locations) on 10 September 2015.

The contract is valued at RM61,587,113. The duration of the Contract is for two (2) years effective from 10 September 2015 until 9 September 2017, with the option to extend for an additional one (1) year until 9 September 2018.

(ii) PPA1M

In addition, the Group’s wholly owned subsidiary, TRC Land Sdn. Bhd. had on 4 December 2015 accepted the appointment as the developer for 1 Malaysia Civil Servant Housing Development (PPA1M) from Perbadanan Putrajaya (‘the Project’).

The Project which consist of 500 PPA1M residential units, 316 public residential units and 20 commercial units will be developed at a Gross Development Cost of RM292,741,302 in Precinct 18, Putrajaya.

42. SUBSEQUENT EVENTS

(a) Related Party Transaction

The Company’s wholly owned subsidiary, TRC (Aust) Pty Ltd had on 15 February 2016 sold one unit of office suit and 3 car spaces to the following related party. The details of the transactions are as follows :-

Name of the related party : Tan Sri Dato’ Sri Sufri Bin Hj Mohd Zin(Managing Director)

Project & type of property: East Edge Botanicca, 588 Swan Street,Burnley, Victoria 3121, Australia(Office Suite with Car Spaces)

Project held under: Lot 413A and P61, P62 & P63 onProposed plan of subdivison PS 517100Q/S88 being part of the land comprised in the Certificate of title volume 1109 folio 48

Build-up area: 147.6m

Sale Price (AUD): 10,652,720.00

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42. SUBSEQUENT EVENTS (CONT’D)

(b) New Project Secured

(i) New KL ATCC

The Company’s wholly owned subsidiary, Trans Resources Corporation Sdn Bhd (“TRC”) has received the Letter of Acceptance from Advanced Air Traffic Systems (M) Sdn. Bhd., in relation to the sub-contract known as “Proposed Development of New Kuala Lumpur Air Traffic Control Centre (New KL ATCC) Building and Associated Works at Kuala Lumpur International Airport (KLIA) and Other Locations for a sub-contract sum of RM88,000,000.

(ii) Brunei International Airport - Phase 1

TRC had on 15 March 2016 received the Letter of Acceptance dated 10 March 2016 from the Public Works Department, Ministry of Development Brunei Darussalam, in relation to the Tender for the contract known “Airfield Pavement Rehabilitation Works at Brunei International Airport-Phase 1” for a contract sum of BND 78,801,043 (RM231,147,100).

(iii) Pasar Seni Paid Link

TRC also had on 24 March 2016 accepted the award from Mass Rapid Transit Corporation Sdn. Bhd. in relation to the Construction and Completion of Pasar Seni Paid Link and Other Associated Works between Existing Pasar Seni LRT Station and Kuala Lumpur KTM Station for Project Mass Rapid Transit Lembah Kelang : Jajaran Sungai Buloh - Kajang for a total contract sum of RM103,800,000.

(iv) Package B : Renovation and Conservation Works to Block A & C, Bangunan Sultan Abdul Samad (BSAS)

Furthermore, on 28 March 2016, TRC accepted the award from Mass Rapid Transit Corporation Sdn Bhd in relation to the Package B: Renovation and Conservation Works Block A & C, Bangunan Sultan Abdul Samad (BSAS), including :

(a) Relocation of Craft Museum, “Karyaneka” Office, Craft Management Office and JWN Office to Block C, Bangunan Sultan Abdul Samad; and

(b) Relocation Craft Village and Artist Village to Dataran Underground for Projek Mass Rapid Transit Laluan 2 : Sg Buloh - Serdang - Putrajaya (SSP) for a total contract sum of RM74,398,000.

All the above mentioned projects will not have any effect on the issued and paid up share capital, substantial shareholders’ shareholdings, net assets per share and gearing of the Company and its subsidiaries.

The board of directors is of the opinion that the projects will contribute positively to the earnings and earnings per share of the Group in the future.

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CONT’D

43. LITIGATIONS

Save as disclosed below, the Company and its subsidiary companies are not involved in any material litigation, either as plaintiff or defendant, claims or arbitration and the Board does not have knowledge of any proceedings, pending or threatened against the Company and its subsidiary companies, or of any facts likely to give rise to any proceedings which might materially and adverse affect the financial position and business of the Company and/or its subsidiaries companies:-

(i) Arbitration between the Company’s subsidiary, Trans Resources Corporation Sdn. Bhd. (“TRC”) and Carmichael Asia Sdn. Bhd. (“Carmichael”)

On 18 August 2008, TRC, the wholly owned subsidiary of the Company, entered into a contract with Carmichael whereby TRC employed Carmichael for the manufacturer/procurement of two (2) units of fire-fighting engines (“Fire Fighting Units”) for the Sultan Mahmud Airport situated in Kuala Terengganu (“the Agreement”). Carmichael was to deliver the Fire Fighting Units by January 2009. However, they were only able to supply one (1) Fire Fighting Units. This has caused TRC to sources and obtain supply from another supplier, CME Edaran Sdn. Bhd., at a higher cost. TRC is claiming an amount of RM2,209,335 from Carmichael for breach of contract due to Carmichael’s failure to deliver the remaining Fire Fighting Unit within the prescribed date, resulting in TRC incurring additional cost for engaging another supplier. Carmichael is disputing the amount and both parties have agreed to proceed with the matter by way of arbitration as provided for in clause 25 of the Agreement.

The Arbitration process has just been completed whereby the Arbitrator has handed down an award in favour of TRC. Charmichael was requested to pay TRC RM2,209,335 together with cost of RM46,552.

In relation thereto, the necessary legal actions have been initiated in the High Court of Kuala Lumpur since early 2013 against Carmichael for the recovery of the abovementioned outstanding amount. The proceeding is ongoing.

118



44. COMPARATIVES

The following comparatives as at 31 December 2014 have been reclassified to conform with current year’s presentation.

As previously As restated stated

RM RM

(i) Consolidated Statement Of Cash Flows

Cash Flows From Operating Activities

Interest expenses 10,491,478 5,845,356 Interest paid (10,491,478) (5,845,356) Distribution of loss from partnership 58,845 -

Cash Flows from Investing Activities

Other investment - 58,845

(ii) Notes to the Financial Statements

Revenue

Group

Sales of construction materials 89,130,051 88,471,222 Rental of motor vehicle and machinery 7,468,976 8,127,805

Cost of Sales

Group

Sales of construction materials 100,662,939 105,114,857 Rental of motor vehicle and machinery 4,168,770 - Servicing of motor vehicle 283,148 -

119


SUPPLEMENTARY FINANCIAL INFORMATION ON THE BREAKDOWNOF REALISED AND UNREALISED PROFITS OR LOSSES

The breakdown of the retained earnings of the Group and of the Company as at 31 December 2015 into realised and unrealised earnings is presented as follows, in accordance with the directive issued by Bursa Malaysia Securities Berhad and prepared in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits 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 2015 2014 2015 2014

RM RM RM RM

Total retained earnings of the Company and its subsidiaries :

Realised 154,059,880 139,880,220 24,822,168 17,007,186 Unrealised 22,677,305 5,624,935 2,095,079 (6,904,565)

Total share of retained earnings from associates :

Realised (123,902) (1,300,299) - -Unrealised (372,305) (134,998) - -

176,240,978 144,069,858 26,917,247 10,102,621

Less : Consolidation adjustments (63,254,783) (60,570,772) - - Retained earnings as per financial statements 112,986,195 83,499,086 26,917,247 10,102,621

120


LIST OF PROPERTIES

NO LOCATION TENUREDESCRIPTION/EXISTING USE

APPROX AGEOF

BUILDINGSLAND AREA/

BUILD UP AREA

NET BOOK VALUE

31 DECEMBER

2015DATE OF

VALUATIONRM

1 Lot No.3626Section 16Kuching Central Land DistrictSarawak

60-year leaseholdexpiring

18/4/2059

4-storeyshop/office

17 years 2,214.2 sq ft/8,856.8 sq ft

1,008,434 30/11/2009

2 Lot No.PT19447Mukim of AmpanganDistrict of SerembanNegeri Sembilan

99-yearleaseholdexpiring

18/9/2095

Agriculture Land - 9.516 acres 464,655 21/9/2000

3 Developer’s Parcel No. 47(218)First and Second Floors of anIntermediate 4-storey shop/office buildingTaman Melawati Metro 1Phase 4 Town CentreSelangor

Freehold First and SecondFloors of 4-storey

shop/office

25 years 1,760.0 sq fteach

510,557 30/11/2009

4 4 Units of ApartmentsIdaman Senibong ApartmentTaman Bayu SenibongJohor Bahru, Johor

Leaseholdexpiring

21/1/2097

Apartments 10 1/2 years Varying from808.0 sq ft,815.0 sq ft

& 868.0 sq ft

451,000 20/07/2011

5 HS(D) 346773 PTD 166642Mukim of Plentung, District ofJohor Bahru, State of Johor(together with a double storeyterrace house erected thereon)

Freehold Double storeyterrace

12 years 239.6606sq metres

251,658 -

6 A part of HS(D) 310780 PTD 158256Mukim of Plentong, District ofJohor Bahru, State of Johor

Freehold Residentialland

- 27.636 acres 11,816,945 -

7 Mukim 2908, Lot 2265Mukim Dengkil,Daerah SepangSelangor Darul Ehsan

Freehold Agricultureland

- 2.6052 hectares 1,080,155 -

8 Shop Office & Corporate BuildingTRC Business CentreJalan Andaman Utama68000 AmpangSelangor Darul Ehsan

Freehold Shop Office 7 years Varying from1121 sq ft,1209 sq

ft, 1319 sq ft, 1344 sq ft,1370 sq ft, 1469 sq ft,1533 sq ft,1775 sq ft

& 2922.71 sq ft

23,621,093 14/10/2013

9 Geran 314188,Lot 73971Mukim Sungai BulohDaerah PetalingNegeri Selangor

Freehold Agricultureland

2 year 0.6946 hectares 6,429,745 -

10 Three Single & Double Storey Buildings588,Swan StreetRichmond,MelbourneAustralia

Freehold Three single & double

storey buildings

3 years Varying from481 sq meters to 1814 sq meters

38,209,026 -

121


ANALYSIS OF SHAREHOLDINGSAS AT 31 MARCH 2016

Authorised Share Capital : RM 500,000,000.00 divided into 1,000,000,000 shares of RM0.50 eachFully Paid-Up Capital : RM 240,248,511.50Issued Share Capital : 480,497,023 sharesClass of Shares : Ordinary Shares of RM0.50 eachVoting Rights : One Vote Per ordinary ShareNo. of Shareholders : 3,904

DISTRIBUTION OF SHAREHOLDINGS (As at 31 March 2016)

Category No. of Holders % No. of Shares %

Less than 100 81 2.07 3,370 0.00100 - 1,000 174 4.46 95,388 0.021,001 - 10,000 1,804 46.21 11,259,007 2.3410,001 - 100,000 1,631 41.78 51,508,075 10.72100,001 and less than 5% of issued shares 209 5.35 175,633,230 36.555% and above of the issued shares 5 0.13 241,997,953 50.36

Total 3,904 100.00 480,497,023 100.00

LIST OF SUBSTANTIAL SHAREHOLDERS (As at 31 March 2016)

No. Name Direct IndirectNo. of Shares % No. of Shares %

1 TRC Capital Sdn Bhd 59,553,600 12.39 - -2 Kolektif Aman Sdn Bhd 58,521,600 12.18 - -3 Dato’ Leong Kam Heng 47,971,947 9.98 - -4 Tan Sri Dato’ Sri Sufri Bin Hj Mohd Zin 47,531,517 9.89 118,075,200* 24.575 Lembaga Tabung Haji 44,849,952 9.33 - -6 Khoo Tew Choon 39,374,372 8.19 - -

* Deemed interested by virtue of his shareholdings in Kolektif Aman Sdn Bhd and TRC Capital Sdn Bhd

DIRECTORS’ INTEREST IN SHARES (As at 31 March 2016)

No. Name Direct IndirectNo. of Shares % No. of Shares %

1 Tan Sri Dato’ Sri Sufri Bin Hj Mohd Zin 47,531,517 9.89 118,075,200* 24.572 Dato’ Abdul Aziz Bin Mohamad 13,658,217 2.84 118,075,200* 24.57

* Deemed interested by virtue of his shareholdings in Kolektif Aman Sdn Bhd and TRC Capital Sdn Bhd

122


ANALYSIS OF SHAREHOLDINGSAS AT 31 MARCH 2016CONT’D

LIST OF 30 LARGEST SHAREHOLDERS (As at 31 March 2016)

NO NAME OF SHAREHOLDER SHARES %

1. KENANGA NOMINEES (TEMPATAN) SDN BHD 59,553,600 12.39PLEDGED SECURITIES ACCOUNT FOR TRC CAPITAL SDN BHD

2. KENANGA NOMINEES (TEMPATAN) SDN BHD 58,521,600 12.18PLEDGED SECURITIES ACCOUNT FOR KOLEKTIF AMAN SDN BHD

3. LEMBAGA TABUNG HAJI 44,849,952 9.33

4. KENANGA NOMINEES (TEMPATAN) SDN BHD 42,638,397 8.87PLEDGED SECURITIES ACCOUNT FOR SUFRI BIN MHD ZIN

5. KENANGA NOMINEES (TEMPATAN) SDN BHD 36,434,404 7.58PLEDGED SECURITIES ACCOUNT FOR KHOO TEW CHOON

6. KENANGA NOMINEES (TEMPATAN) SDN BHD 23,546,715 4.90PLEDGED SECURITIES ACCOUNT FOR LEONG KAM HENG

7. KENANGA NOMINEES (TEMPATAN) SDN BHD 18,941,336 3.94PLEDGED SECURITIES ACCOUNT FOR YAP YON TAI

8. RHB CAPITAL NOMINEES (TEMPATAN) SDN BHD 17,376,800 3.62PLEDGED SECURITIES ACCOUNT FOR LEONG KAM HENG

9. ABDUL AZIZ BIN MOHAMAD 10,789,536 2.25

10. AMANAHRAYA TRUSTEES BERHAD 7,161,800 1.49PUBLIC ISLAMIC SELECT TREASURES FUND

11. KENANGA NOMINEES (TEMPATAN) SDN BHD 6,000,000 1.25PLEDGED SECURITIES ACCOUNT FOR MUHAMAD SHAHAIZI BIN ABDUL HAI

12. KHOO TENG SAN 5,515,147 1.15

13. NGIAM BUEY BUEY 4,620,297 0.96


15. CITIGROUP NOMINEES (TEMPATAN) SDN BHD 2,733,120 0.57PLEDGED SECURITIES ACCOUNT FOR SUFRI BIN MHD ZIN (473402)

16. OOI CHENG HUAT @ OOI PENG HUAT 2,459,320 0.51

17. CITIGROUP NOMINEES (TEMPATAN) SDN BHD 2,407,968 0.50PLEDGED SECURITIES ACCOUNT FOR LEONG KAM HENG (473525)

18. HLB NOMINEES (TEMPATAN) SDN BHD 2,289,680 0.48PLEDGED SECURITIES ACCOUNT FOR KHOO TEW CHOON

123


ANALYSIS OF SHAREHOLDINGSAS AT 31 MARCH 2016

CONT’D

LIST OF 30 LARGEST SHAREHOLDERS (As at 31 March 2016) (Cont’d)

NO NAME OF SHAREHOLDER SHARES %

19. SUFRI BIN MHD ZIN 2,160,000 0.45

20. HLB NOMINEES (TEMPATAN) SDN BHD 2,103,344 0.44PLEDGED SECURITIES ACCOUNT FOR LEONG KAM HENG

21. HLB NOMINEES (TEMPATAN) SDN BHD 2,028,000 0.42PLEDGED SECURITIES ACCOUNT FOR LEE CHIAH CHEANG

22. LIM CHIN SENG 1,900,000 0.40

23. CIMSEC NOMINEES (TEMPATAN) SDN BHD 1,887,120 0.39CIMB BANK FOR LEONG KAM HENG (M28001)

24. OON SOO SEE 1,850,000 0.39

25. AMANAHRAYA TRUSTEES BERHAD 1,756,900 0.37PUBLIC ISLAMIC TREASURES GROWTH FUND

26. KENANGA NOMINEES (ASING) SDN BHD 1,700,000 0.35PLEDGED SECURITIES ACCOUNT FOR TAN CHAN CHAI

27. CHIN YU NOMINEES PTY LTD 1,515,744 0.32

28. KENANGA NOMINEES (TEMPATAN) SDN BHD 1,113,000 0.23PLEDGED SECURITIES ACCOUNT FOR TAN PECK KEE

29. OOI CHIN SENG 1,100,040 0.23

30. MOHD ANUAR CHOON BIN ABDULLAH 1,095,100 0.23

TOTAL 368,917,601 76.78

124


ANALYSIS OF WARRANT A HOLDINGSAS AT 31 MARCH 2016

Number of Warrant : 86,738,717 10 years free detachable warrantsExercise Price : RM0.50 per the Company’s ShareVoting Rights : NilNo. of Warrants Holders : 616

DISTRIBUTION OF WARRANT HOLDINGS (As at 31 March 2016)

Category No. of Holders % No. of Warrant %

Less than 100 57 9.25 3,053 0.00100 - 1,000 21 3.41 7,058 0.011,001 - 10,000 161 26.14 886,358 1.0210,001 - 100,000 307 49.84 11,351,174 13.09100,001 and less than 5% of issued Warrants 66 10.71 34,145,080 39.375% and above of the issued Warrants 4 0.65 40,345,994 46.51

Total 616 100.00 86,738,717 100.00

LIST OF 30 LARGEST WARRANT HOLDERS (As at 31 March 2016)

NO NAME OF WARRANT HOLDER WARRANTS %

1. KOLEKTIF AMAN SDN. BHD. 17,510,400 20.19

2. SUFRI BIN MHD ZIN 11,059,200 12.75

3. TRC CAPITAL SDN. BHD. 7,430,400 8.57



6. LEONG KAM HENG 2,852,253 3.29

7. KHOO TENG SAN 2,759,609 3.18



10. KHOO TAT WAI 1,608,920 1.85

11. KHOO SHIAU HOON 1,182,818 1.36

12. KENANGA NOMINEES (TEMPATAN) SDN BHD 1,170,000 1.35GAN BOON GUAT (EM1-P88)

125


ANALYSIS OF WARRANT A HOLDINGSAS AT 31 MARCH 2016

CONT’D

LIST OF 30 LARGEST WARRANT HOLDERS (As at 31 March 2016) (Cont’d)


13. CHIONG KIN PENG 1,151,000 1.33


15. TAN CHAN CHAI 730,000 0.84

16. LEE POH ENG 720,000 0.83

17. CHIN YU NOMINEES PTY LTD 703,872 0.81

18. JF APEX NOMINEES (TEMPATAN) SDN BHD 693,400 0.80PLEDGED SECURITIES ACCOUNT FOR CHIA YONG FEI (STA 1)

19. TAN AH BAR 626,000 0.72

20. TAN KHOON KIAN 610,000 0.70

21. MAYBANK SECRITIES NOMINEES (TEMPATAN) SDN BHD 513,700 0.59PLEDGED SECURITIES ACCOUNT FOR TAN LAM AN (MARGIN)

22. TAN PECK KEE 470,000 0.54

23. CITIGROUP NOMINEES (TEMPATAN) SDN BHD 450,000 0.51PLEDGED SECURITIES ACCOUNT FOR SOO WEI HUN (474411)

24. MOHD RODZI BIN IBRAHIM 440,000 0.51

25. YEOH SOOK KENG 424,572 0.49

26. NGIAM BUEY BUEY 366,278 0.42

27. NG KOK CHENG @ NG KEE SENG 336,960 0.39

26. MAYBANK NOMINEES (TEMPATAN) SDN BHD 285,000 0.33PLEDGED SECURITIES ACCOUNT FOR TAN CHOON PING

28. TIEW SHWU PING 270,000 0.31

30. ANG HIOH 259,200 0.30

TOTAL 68,097,110 78.51

126


ANALYSIS OF WARRANT B HOLDINGSAS AT 31 MARCH 2016

Number of Warrant : 93,495,074 5 years free detachable warrantsExercise Price : RM0.61 per the Company’s ShareVoting Rights : NilNo. of Warrants Holders : 1,859

DISTRIBUTION OF WARRANT HOLDINGS (As at 31 March 2016)

Category No. of Holders % No. of Warrant %

Less than 100 314 16.89 15,012 0.02100 - 1,000 374 20.12 244,167 0.261,001 - 10,000 843 45.35 3,063,231 3.2810,001 - 100,000 267 14.36 9,969,542 10.66100,001 and less than 5% of issued Warrants 55 2.96 27,914,190 29.865% and above of the issued Warrants 6 0.32 52,288,932 55.93

Total 1,859 100.00 93,495,074 100.00

LIST OF 30 LARGEST WARRANT HOLDERS (As at 31 March 2016)


1. KENANGA NOMINEES (TEMPATAN) SDN BHD 11,910,720 12.74PLEDGED SECURITIES ACCOUNT FOR TRC CAPITAL SDN BHD

2. KENANGA NOMINEES (TEMPATAN) SDN BHD 11,704,320 12.52PLEDGED SECURITIES ACCOUNT FOR KOLEKTIF AMAN SDN BHD

3. LEMBAGA TABUNG HAJI 8,969,990 9.59




7. MUHAMAD SHAHAIZI BIN ABDUL HAI 4,080,000 4.36


9. RHB CAPITAL NOMINEES (TEMPATAN) SDN BHD 2,775,360 2.97PLEDGED SECURITIES ACCOUNT FOR LEONG KAM HENG


11. CIMSEC NOMINEES (TEMPATAN) SDN BHD 1,450,000 1.55PLEDGED SECURITIES ACCOUNT FOR SEE KWAN YEN (JLN SENGGET-CL)

127


ANALYSIS OF WARRANT B HOLDINGSAS AT 31 MARCH 2016

CONT’D

LIST OF 30 LARGEST WARRANT HOLDERS (As at 31 March 2016) (Cont’d)


12. NGIAM BUEY BUEY 924,059 0.99

13. CITIGROUP NOMINEES (TEMPATAN) SDN BHD 546,624 0.58PLEDGED SECURITIES ACCOUNT FOR SUFRI BIN MHD ZIN (473402))

14. TEOH BOON SEONG 545,800 0.58

15. MAYBANK SECURITIES NOMINEES (TEMPATAN) SDN BHD 500,000 0.53PLEDGED SECURITIES ACCOUNT FOR VINCENT PHUA CHEE EE

16. LIM BIAN HUAT 500,000 0.53

17. METRO BINA RESOURCES SDN BHD 500,000 0.53

18. CITIGROUP NOMINEES (TEMPATAN) SDN BHD 477,100 0.51PLEDGED SECURITIES ACCOUNT FOR LEONG KAM HENG (473525)

19. ABDUL AZIZ BIN MOHAMAD 405,736 0.43

20. HLB NOMINEES (TEMPATAN) SDN BHD 405,600 0.43PLEDGED SECURITIES ACCOUNT FOR LEE CHIAH CHEANG

21. CHAW SOON MUN 400,000 0.43

22. HLB NOMINEES (TEMPATAN) SDN BHD 387,936 0.41PLEDGED SECURITIES ACCOUNT FOR KHOO TEW CHOON

23. CIMSEC NOMINEES (TEMPATAN) SDN BHD 377,424 0.40CIMB BANK FOR LEONG KAM HENG(M28001)

24. HLB NOMINEES (TEMPATAN) SDN BHD 350,668 0.38PLEDGED SECURITIES ACCOUNT FOR LEONG KAM HENG

25. LEE CHOON HONG 349,100 0.37

26. YOUNG PEY FEEI 313,000 0.33

27. CHIN YU NOMINEES PTY LTD 303,148 0.32

28. HEE CHIN HUI 300,000 0.32

29. TAN WOO JIUNN 300,000 0.32

30. HAW ENG SENG 300,000 0.32

TOTAL 74,776,661 79.98

128


NOTICE OF NINETEENTH ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Nineteenth Annual General Meeting of the Company will be held at Tun Lanang 1 Ballroom, The Royale Chulan Kuala Lumpur, 5 Jalan Conlay 50450 Kuala Lumpur on Tuesday, the 24th day of May, 2016 at 11:00 a.m. for the purpose of transacting the following businesses:-

AGENDA

1 To receive and adopt the Audited Financial Statements, Report of the Directors and Report of the Auditors thereon for the year ended 31 December 2015.

(Please refer to Note 1)

2 To approve the payment of first and final single tier dividend of 0.65 sen per share for the year ended 31 December 2015.

Ordinary Resolution 1

3 To approve the payment of Directors’ Fees in respect of the financial year ended 31 December 2015.


4 To re-elect Dato’ Abdul Aziz bin Mohamad who shall retire as Director of the Company pursuant to Articles 84 of the Company’s Articles of Association.


5 To re-elect Gen (R) Tan Sri Dato’ Seri Mohd Shahrom bin Dato’ Hj Nordin who shall retire as Director of the Company pursuant to Articles 84 of the Company’s Articles of Association.


6 To re-elect Dato’ Ar. Nur Haizi Binti Abdul Hai who shall retire as Director of the Company pursuant to Articles 91 of the Company’s Articles of Association.


7 To re-appoint Messrs AljeffriDean as Auditors of the Company to hold office until the conclusion of the next Annual General Meeting and to authorise the Directors to fix their remuneration.


SPECIAL BUSINESS

To consider and if thought fit, to pass the following ordinary resolution, with or without modification:-

8 Authority to issue shares (Please refer to Note 3)

“THAT pursuant to Section 132D of the Companies Act, 1965, the Directors be and are hereby authorised to issue shares in the Company at any time until the conclusion of the next Annual General Meeting and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit provided that the aggregate number of shares to be issued does not exceed ten per centum (10%) of the issued and paid-up ordinary share capital of the Company for the time being, subject always to the approvals of the relevant regulatory authorities.”


9 Proposed renewal of authority for the company to purchase its own shares (Please refer to Note 4)

“THAT subject to compliance with all applicable rules, regulations and orders made pursuant to the Companies Act, 1965 (“Act”), provisions in the Company’s Memorandum and Articles of Association, the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) and any other relevant authorities, the Company be and is hereby authorised to purchase such number of ordinary shares of the company as may be determined by the Directors of the Company from time to time through Bursa Securities upon such terms and conditions as the Directors may deem fit and expedient in the interest of the Company PROVIDED THAT:-


129


NOTICE OF NINETEENTH ANNUAL GENERAL MEETINGCONT’D

(1) the aggregate number of shares purchased does not exceed ten per centum (10%) of the issued and paid-up share capital of the Company as quoted on Bursa Securities as at the point of purchase;

(2) the maximum fund to be allocated by the Company for the purpose of purchasing such number of ordinary shares shall not exceed the retained profit and share premium account of the Company. As at the financial year ended 31 December 2015, the audited retained profit and share premium of the Company stood at RM26,917,247.00 and RM208,109.00 respectively;

(3) The renewal of authority conferred by this resolution will commence immediately upon passing of this resolution and will continue to be in force until:-

(a) at the conclusion of the next AGM of the Company following the general meeting in which the authorization is obtained, at which time it shall lapse unless by ordinary resolution passed at that meeting, the authority is renewed either unconditionally or subject to conditions; or

(b) the expiration of the period within which the next AGM of the Company is required by law to be held; or

(c) revoked or varied by ordinary resolution passed by the shareholders of the Company in a general meeting.

whichever occurs first;

AND THAT upon completion of the purchase(s) of the ordinary shares of the Company, the Directors of the Company be and are hereby authorised to deal with the ordinary shares so purchased in the following manners:-

(a) to cancel the ordinary shares so purchased; or

(b) to retain the ordinary shares so purchased as treasury shares for distribution as dividend to shareholders and/or resell on Bursa Securities or subsequently cancelled; or

(c) to retain part of the ordinary shares so purchased as treasury shares and cancel the remainder; and

(d) in any other manner prescribed by the Act, rules, regulations and orders made pursuant to the Act, the Listing Requirements of Bursa Securities and any other relevant authorities for the time being in force.

AND THAT the Directors of the Company be and are hereby authorised to act and to take all such steps as they may deem necessary or expedient in order to implement, finalise and give full effect to the aforesaid share buy-back with full powers to assent to any conditions, modifications, variations, and/or amendments as may be required or imposed by the relevant authorities and to do all such acts and things (including executing all documents) as the Board may deem fit and expedient in the best interest of the Company.”

10 ContinuinginofficeasIndependentDirectors (Please refer to Note 5)

“That, approval be and is hereby given for General (R) Tan Sri Dato’ Seri Mohd Shahrom Bin Dato’ Hj Nordin who was served as an Independent Non-Executive Director of the Company since 25 March 2004 to continue to act as an Independent Non-Executive Director of the Company”


130


“That, approval be and is hereby given for Noor Zilan Bin Mohamed Noor who was served as an Independent Non-Executive Director of the Company since 13 May 2002 to continue to act as an Independent Non-Executive Director of the Company”


“That, approval be and is hereby given for Abdul Rahman Bin Ali who was served as an Independent Non-Executive Director of the Company since 13 May 2002 to continue to act as an Independent Non-Executive Director of the Company”


11 To transact any other business of which due notice shall be given in accordance with the Articles of Association of the Company and the Companies Act, 1965.

NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT

NOTICE IS HEREBY GIVEN, that a first and final single tier dividend of 0.65 sen per share in respect of the financial year ended 31 December 2015 will be paid on 16 June 2016 to shareholders whose names appear on the Company’s Register of Depositors on 31 May 2016.

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

a) Shares transferred into the Depositor’s Securities Account before 4.00pm on 31 May 2016 in respect of ordinary transfers; and

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

BY ORDER OF THE BOARD

ABDUL AZIZ MOHAMED (LS 007370)Secretary

Selangor Darul Ehsan28th April 2016

Notes:

1. Audited Financial Statements for the Year Ended 31 December 2015 The Audited Financial Statements is meant for discussion only as an approval from shareholders is not requited

pursuant to Section 169(1) of the Companies Act, 1965. Hence, this item of the Agenda is not put forward for voting by shareholders of the Company.

2. Appointment of Proxies

a. A proxy may but need not be a member of the Company and the provision of section 149 (1) (b) of the Act shall not apply to the Company.

b. To be valid the proxy form duly completed must be deposited at the registered office of the Company not less than forty-eight (48) hours before the time for holding the meeting or any adjournment thereof.

c. A member holding one thousand (1,000) ordinary shares or less may appoint only one (1) proxy to attend and vote at the meeting.

d. A member holding more than one thousand (1,000) ordinary shares may appoint up to two (2) proxies to attend and vote at the meeting.

e. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.


131


f. Where a member is an authorised nominee as defined under the Central Depositories Act, it may appoint at least one (1) proxy in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.

g. If the appointer is a corporation, the proxy form must be executed under its Common Seal or under the hand of its attorney.

h. Only members whose names appears in the Record of Depositors as at 18 May 2016 will be entitled to attend and vote at the meeting.

3. Authority for allotment of shares (Ordinary Resolution No. 7)

The proposed Ordinary Resolution 7 is a renewal of the General Mandate for the Directors to issue shares pursuant to Section 132D of the Companies Act, 1965.

The proposed Ordinary Resolution 7, if passed, will authorize the Directors of the Company, from the date of the above Annual General Meeting, to issue shares up to ten per centum (10%) of the issued and paid-up capital of the Company for the time being for such purposes as the Directors consider would be in the best interest of the Company. This authority, unless revoked or varied by the Company in general meeting, will expire at the conclusion of the next Annual General Meeting of the Company.

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 Eighteenth Annual General Meeting held on 26 May 2015 and which will lapse at the conclusion of the Nineteenth Annual General Meeting to be held on 24 May 2016.

The authority will provide flexibility to the Company for any possible fund raising activities, including but not limited to further placing of shares, for purpose of funding future investment project(s), working capital and/or acquisitions.

The rationale for this resolution is to eliminate the need to convene separate general meeting(s) from time to time to seek Shareholder approval as and when the Company issues new shares and thereby reducing administrative time and costs associated with the convening of such meeting(s).

4. Proposed renewal of authority for the Company to purchase its own shares (Ordinary Resolution No. 8)

The proposed adoption of the Ordinary Resolution 8 is to renew the authority granted by the shareholders of the Company at the Annual General Meeting held on 26 May 2015 to empower the Directors of the Company to purchase not more than 10% of the issued and paid-up share capital of the Company for the time being, for such purposes as they consider would be in the best interest of the Company. This authority, unless revoked or varied at a general meeting will expire at the conclusion of the next Annual General Meeting of the Company. Further information is set out in the Share Buy-Back Statement dated 28th April 2016 which is dispatched together with the Company’s 2015 Annual Report.

5. ContinuinginofficeasIndependentsDirectors(OrdinaryResolutionNo.9,10and11)

Pursuant to Malaysian Code on Corporate Governance 2012, it is recommended that approval of shareholders be sought in the event the Company intends to retain an Independent Director who has served in that capacity for more than nine (9) years.

The Board of Directors of the Company has assessed the independence of General (R) Tan Sri Dato’ Seri Mohd Shahrom Bin Dato’ Hj Nordin, Noor Zilan Bin Mohamed Noor and Abdul Rahman Bin Ali and recommended them to continue to act as Independent Non-Executive Directors of the Company based on the justification explained in page 10 of the Company’s 2015 Annual Report.

The proposed Resolution 9, Resolution 10 and Resolution 11, if passed will enable General (R) Tan Sri Dato’ Seri Mohd Shahrom Bin Dato’ Hj Nordin, Noor Zilan Bin Mohamed Noor and Abdul Rahman Bin Ali to continue in office as Independent Non-Executive Directors of the Company.


132


STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING

1. Directors who are standing for re-election at the 19th Annual General Meeting of TRC Synergy Berhad are:-

i. General (R) Tan Sri Dato’ Seri Mohd Shahrom Bin Dato’ Hj Nordin;ii. Dato’ Abdul Aziz bin Mohamad; andiii. Dato’ Ar. Nur Haizi Binti Abdul Hai

2. Details of Board of Directors’ Meeting:–

Five (5) Board Meetings were held during the financial year ended 31 December 2015, details of which are set out in the Statement on Corporate Governance.

3. Particulars of Directors standing for re-election at the 19th Annual General Meeting of TRC Synergy Berhad:-

Name General (R) Tan Sri Dato’ Seri Mohd Shahrom Bin Dato’ Hj Nordin

Age 68

Nationality Malaysian

Position in the Company Senior Independent, Non-Executive Director (Chairman)

Working experience/ Qualification/Occupation

Gen. (R) Tan Sri Dato’ Seri Mohd Shahrom is a graduate of the Royal Military College, Sungai Besi in 1996. Gen (R) Dato’ Seri Shahrom has served in various appointments at command, staff, training and the diplomatic services levels and he was the Chief of the Malaysia Army from 1st January 2003 to 15 September 2003.

The details of his profile can be viewed on page 7 of this Annual Report.

Name Dato’ Abdul Aziz bin Mohamad

Age 57


Position in the Company Executive Director


Dato’ Abdul Aziz Bin Mohamad is a graduate of Trent Polytechnic in Nottingham, England. He is a Quantity Surveyor by profession and a member of the Institution of Surveyors, Malaysia. He started his career as an Assistant Quantity Surveyor in England before joining Jabatan Kerja Raya (JKR) in 1983.

The details of his profile can be viewed on page 8 of this Annual Report.

Securities holdings in the Company and its subsidiaries as at 31 March 2016

13,658,217 (2.84%) (Direct Interest)118,075,200 (24.57%) (Indirect Interest)

Name Dato’ Ar. Nur Haizi Binti Abdul Hai

Age 62


Position in the Company Independent, Non-Executive Director


Dato’ Ar. Nur Haizi Binti Abdul Hai is a graduate of Universiti Teknologi Malaysia in architecture. After graduation, she joined Public Works Department, Malaysia and entrusted to hold various posts starting with Supervising Architect in 1978. She retired from the Public Works Department in 2012 after 34 years of service and her last position was Deputy Director General III.

The details of her profile can be viewed on page 8 of this Annual Report.

133


STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING

Cont’d

Saved as disclosed above,

1) none of the Directors have:-

i) any interest in the securities of the Company and its subsidiariesii) any family relationship with any director and/or substantial shareholders of the Company;iii) any conflict of interest with the Company; andiv) any conviction for offences (other than traffic offences) within the past ten (10) years.

2) none of the Directors holds directorship in other public companies.

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PROXY FORM

I/We, of

being a member/members of the above-named Company,

hereby appoint of

or failing whom, of

as my/our proxy to vote for me/us

and on my/our behalf at the Nineteenth Annual General Meeting of the Company, to be held at Tun Lanang 1 Ballroom, The Royale Chulan Kuala Lumpur, 5 Jalan Conlay 50450 Kuala Lumpur on Tuesday, 24 May 2016 at 11:00 a.m and at every adjournment thereof.

I/We direct my/our proxy to vote for or against the resolutions to be tabled at the Nineteenth Annual General Meeting as hereunder indicated.

RESOLUTIONS FOR AGAINSTORDINARY RESOLUTION 1 To approve the payment of first and final single tier dividend of 0.65 sen per share for

the year ended 31 December 2015.ORDINARY RESOLUTION 2 To approve the payment of Directors’ Fees in respect of the financial year ended 31

December 2015.ORDINARY RESOLUTION 3 To re-elect Dato’ Abdul Aziz bin Mohamad as Director of the CompanyORDINARY RESOLUTION 4 To re-elect Gen (R) Tan Sri Mohd Shahrom bin Dato’ Hj Nordin as Director of the

CompanyORDINARY RESOLUTION 5 To re-elect Dato’ Ar. Nur Haizi Binti Abdul Hai as Director of the CompanyORDINARY RESOLUTION 6 To reappoint Messrs AljeffriDean as the Auditors of the Company and to authorise the

Directors to fix their remunerationORDINARY RESOLUTION 7 To grant authority to the Directors to allot and issue shares pursuant to Section 132D

of the Companies Act, 1965.ORDINARY RESOLUTION 8 To approve the Proposed Renewal of Authority for Share Buy-Back.ORDINARY RESOLUTION 9 To approve General (R) Tan Sri Dato’ Seri Mohd Shahrom Bin Dato’ Hj Nordin to

continue to act as an Independent Non-Executive Director.ORDINARY RESOLUTION 10 To approve Noor Zilan Bin Mohamed Noor to continue to act as an Independent Non-

Executive Director.ORDINARY RESOLUTION 11 To approve Abdul Rahman Bin Ali to continue to act as an Independent Non-Executive

Director.

(Please indicate with an X in the space provided how you wish your vote to be cast on the resolution specified in the Notice of the Nineteenth Annual General Meeting. If this form of proxy is returned without any indication as to how the proxy shall vote, the proxy will vote or abstain from voting at his/her discretion.)

Dated this _______ day of May 2016.

Signature(s)/Common Seal of Member

Notes:1. A proxy may but need not be a member of the Company and the provision of section 149 (1) (b) of the Act shall not apply to the Company.2. To be valid the proxy form duly completed must be deposited at the registered office of the Company not less than forty-eight (48) hours

before the time for holding the meeting or any adjournment thereof.3. A member holding one thousand (1,000) ordinary shares or less may appoint only one (1) proxy to attend and vote at the meeting.4. A member holding more than one thousand (1,000) ordinary shares may appoint up to two (2) proxies to attend and vote at the meeting.5. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his holdings to

be represented by each proxy.6. Where a member is an authorised nominee as defined under the Central Depositories Act, it may appoint at least one (1) proxy in respect

of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.7. If the appointer is a corporation, the proxy form must be executed under its Common Seal or under the hand of its attorney.8. Only members whose names appears in the Record of Depositors as at 18 May 2016 will be entitled to attend and vote at the meeting.

TRC Synergy Berhad(413192-D)(Incorporated in Malaysia)

No. of Ordinary Shares held

1st fold here

2nd fold here

The Company secretary

TRC Synergy Berhad (413192-D)


68000 Ampang, Selangor

AFFIXSTAMP


ANNUAL REPORT

2015

www.trc.com.my


68000 AmpangSelangor

Tel: 603-4103 8000Fax: 603-4108 7016

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Documents

ANNUAL REPORT 2015 - ChartNexusir.chartnexus.com/trc/docs/ar/2015.pdf · ANNUAL REPORT 2015 ... Analysis of Shareholdings 123 Analysis of Warrant A Holdings 126 ... Hong Leong Bank