SHL CONSOLIDATED BHD. Report/SHL Annual Report 201… · ANNUAL REPORT 2015 SHL CONSOLIDATED BHD. (293565-W) w w w . s h l c b . c o m . m y 6th Floor, Wisma Sin Heap Lee, 346, Jalan

ANNUAL REPORT 2015

SHL CONSOLIDATED BHD. (293565-W)

w w w . s h l c b . c o m . m y

6th Floor, Wisma Sin Heap Lee,346, Jalan Tun Razak,50400 Kuala Lumpur.Tel : 603 - 2163 7788Fax : 603 - 2163 1391

SHL

CO

NSO

LID

AT

ED

BH

D. (293565-W

)

A

nnual Report 2015

S o a r i n g A h e a d

Contents

Notice of Annual General Meeting

CorporateInformation

Board of Directors’ Profile

CorporateStructure

Group FinancialHighlights

Chairman’sStatement

Statement on Corporate Governance

Statement onInternal Control

Risk ManagementStatement

Audit CommitteeReport

Corporate SocialResponsibility

Financial Statements

Analysis of Shareholdings

List of Properties Proxy Form

03 06 08 12

13 15 17 27

29 32 36 37

117 119

Soaring Ahead

The theme for this year’s cover is soaring ahead. It signifies the efforts put in by the Company to build a strong foundation for the management team to soar ahead in achieving sustainable performance.

3SHL CONSOLIDATED BHD

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 21st Annual General Meeting of SHL Consolidated Bhd (the Company) will be held at Ballroom 1, Level 1, Corus Hotel Kuala Lumpur, Jalan Ampang, 50450 Kuala Lumpur, on Thursday, 3 September 2015 at 11.30 a.m. for the purpose of transacting the following businesses :-

AS ORDINARY BUSINESS

1. To receive the Audited Financial Statements for the financial year ended 31 March 2015 together with the Reports of the Directors and the Auditors thereon.

2. To declare a Final Single-Tier Dividend of 8 sen per share in respect of the financial year ended 31 March 2015.

3. To approve the payment of Directors’ fees for the financial year ended 31 March 2015.

4. To re-elect the following Directors who retire in accordance with Article 88 of the Company’s Articles of Association:

i. Y.A.M. Tengku Abdul Samad Shah Ibni Almarhum Sultan Salahuddin Abdul Aziz Shah ii. Dato’ Ir. Yap Chong Lee

5. To re-appoint Messrs Khoo Wong & Chan as Auditors of the Company until the conclusion of the next Annual General Meeting and to authorise the Directors to fix their remuneration.

AS SPECIAL BUSINESS

To consider and, if thought fit, to pass the following Ordinary Resolutions:

6. Proposed Shareholders’ Mandate for recurrent related party transactions of a revenue or trading nature as set out in Sections 2.3 of the Circular to Shareholders dated 11 August 2015 (Proposed Shareholders’ Mandate)

“THAT subject always to Bursa Malaysia Securities Berhad’s Main Market Listing Requirements, approval be and is hereby given to the Company and its subsidiaries (SHL Group) to enter into recurrent related party transactions of a revenue or trading nature with those related parties as set out in Section 2.3 of the Circular to Shareholders dated 11 August 2015, which are necessary for the day to day operations in the ordinary course of business and are carried out at arms’ length basis on normal commercial terms of the SHL Group on terms not more favourable to the Related Parties than those generally available to the public and are not detrimental to minority shareholders of the Company and such approval shall continue to be in force until:

i. the conclusion of the next Annual General Meeting of the Company (AGM) at which time it will lapse, unless by a resolution passed at the AGM the mandate is again renewed;

ii. the expiration of the period within which the next AGM after the date it is required to be held pursuant to Section 143(1) of the Act, (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or

iii. revoked or varied by resolution passed by the shareholders in a general meeting,

whichever is the earlier,

AND THAT the Directors of the Company be and are hereby authorised to complete and do all such acts and things as they may consider expedient or necessary to give effect to the Proposed Shareholders’ Mandate.”

Please refer to Note 2

Resolution 1

Resolution 2

Resolution 3Resolution 4

Resolution 5

Resolution 6

4 ANNUAL REPORT 2015

7. Authority to Directors to issue shares

“THAT pursuant to Section 132D of the Companies Act, 1965, the Directors be and are hereby empowered to issue shares in the Company, at any time and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion deem fit, provided that the aggregate number of shares issued pursuant to this resolution in any one financial year does not exceed ten (10) per cent of the issued capital of the Company for the time being and that the Directors be and are also empowered to obtain approval for the listing of and quotation for the additional shares so issued on Bursa Malaysia Securities Berhad and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company”.

8. To transact any other ordinary business of which due notice shall have been given.

Resolution 7

NOTICE OF ANNUAL GENERAL MEETING (cont’d)

NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT

NOTICE IS ALSO HEREBY GIVEN that the Final Single-Tier Dividend of 8 sen in respect of the financial year ended 31 March 2015, if approved, will be paid on 30 September 2015 to depositors registered in the Record of Depositors of the Company on 15 September 2015.

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

i. Shares transferred into the Depositor’s Securities Account before 4.00 p.m. on 15 September 2015 in respect of transfers; and

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

By Order of the Board

WINNIE CHOK KWEE WAH (MACS 00550)LIM CHEW SUAN (MAICSA 7008940)Secretaries

Kuala Lumpur11 August 2015

NOTE 1:

A member of the Company entitled to attend and vote at the Annual General Meeting may appoint any person as his/her proxy to attend and vote in his/her stead. Where a member appoints two proxies, the appointments shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 6th Floor, Wisma Sin Heap Lee, 346, Jalan Tun Razak, 50400 Kuala Lumpur not less than forty-eight (48) hours before the time set for the Annual General Meeting. Where the Proxy Form is executed by a corporation, it must be either under its Common Seal or under the hand of an attorney duly authorised.

For the purpose of determining a member who shall be entitled to attend, speak and vote at the Annual General Meeting, the Company shall be requesting for the Record of Depositors as at 27 August 2015. Only a depositor whose name appears in the Record of Depositors as at 27 August 2015 shall be entitled to attend, speak and vote at the 21st Annual General Meeting or appoint a proxy / proxies to attend and vote instead of him.


NOTICE OF ANNUAL GENERAL MEETING (cont’d)

NOTE 2:

To receive the Audited Financial Statements for the financial year ended 31 March 2015 together with the Reports of the Directors and the Auditors thereon.

This agenda is meant for discussion only as the provision of Section 169(1) of the Companies Act, 1965 does not require shareholders’ approval for the Audited Financial Statements. Henceforth, this item is not put forward for voting.

NOTE 3:

Resolution pertaining to the Proposed Shareholders’ Mandate for recurrent related party transactions of a revenue or trading nature.

The Ordinary Resolution 6 proposed under item 6 is to seek a fresh shareholders’ mandate for the recurrent related party transactions comprising the shareholders’ mandate which has been obtained on 4 September 2014 as well as additional recurrent related party transactions. Further information on the Proposed Shareholders’ Mandate is set out in the Circular to Shareholders dated 11 August 2015, which is despatched together with this Annual Report 2015.

NOTE 4:

Resolution pursuant to Section 132D of the Companies Act, 1965.

i. The Ordinary Resolution 7 proposed under item 7 is to seek a fresh general mandate which will empower the Directors to issue shares in the Company up to an amount not exceeding in total ten percent (10%) of the issued capital of the Company for such purposes as the Directors consider would be in the best interest of the Company in order to avoid any delay and cost involved in convening a general meeting to approve such issue of shares. This authority, unless revoked or varied by the Company at a General Meeting, will expire at the conclusion of the next Annual General Meeting of the Company.

ii. This general mandate will provide flexibility to the Company for any possible fund raising activities, including but not limited to further placement of shares, for purpose of funding current and/or future investment project(s), working capital and/or acquisitions as well as any strategic opportunities involving equity deals which require the Company to allot and issue new shares on urgent basis.

iii. The Company has not issued any shares pursuant to Section 132D of the Companies Act, 1965 under the previous general mandate which has been obtained on 4 September 2014 and which will lapse at the conclusion of the 21st AGM to be held on 3 September 2015.

ANNUAL REPORT 2015

CORPORATE INFORMATION

BOARD OF DIRECTORS

Non-Independent Non-Executive ChairmanY.A.M. Tengku Abdul Samad Shah Ibni Almarhum Sultan Salahuddin Abdul Aziz Shah

Executive DirectorsDato’ Yap Teiong ChoonDato’ Ir. Yap Chong Lee

Non-Independent Non-Executive DirectorsWong Tiek FongWong Yew Mei (alternate director to Wong Tiek Fong)

Senior Independent Non-Executive DirectorSouren Norendra

Independent Non-Executive DirectorNg Chin Hoo

AUDIT COMMITTEE

Souren Norendra (Chairman) Wong Tiek Fong Ng Chin Hoo

REMUNERATION COMMITTEE

Souren Norendra (Chairman)Dato’ Yap Teiong ChoonNg Chin Hoo

NOMINATION COMMITTEE

Souren Norendra (Chairman)Wong Tiek Fong Ng Chin Hoo

SECRETARIES Winnie Chok Kwee Wah (MACS 00550)Lim Chew Suan (MAICSA 7008940)

REGISTERED OFFICE

6th Floor, Wisma Sin Heap Lee346, Jalan Tun Razak50400 Kuala LumpurTel: 603-2163 7788Fax: 603-2163 1391E-mail: [email protected]: www.shlcb.com.my

SHARE REGISTRAR

Bina Management (M) Sdn BhdLot 10, The Highway CentreJalan 51/205, 46050 Petaling JayaSelangor Darul EhsanTel : 603-7784 3922Fax : 603-7784 1988

AUDITORS

Khoo Wong & ChanChartered Accountants8.06-8.08, 8th Floor, Plaza First Nationwide161, Jalan Tun H. S. Lee, 50000 Kuala Lumpur

PRINCIPAL BANKERS

Malayan Banking BerhadHong Leong Bank BerhadCIMB Bank BerhadBangkok Bank BerhadOCBC Bank (Malaysia) Berhad United Overseas Bank (Malaysia) Bhd

STOCK EXCHANGE LISTING

Main Market of Bursa Malaysia Securities Berhad



BOARD OF DIRECTORS’ PROFILE

Y.A.M. Tengku Abdul Samad Shah Ibni Almarhum Sultan Salahuddin Abdul Aziz Shah(Non-Independent Non-Executive Chairman)(Age 62, Malaysian)

Tengku Abdul Samad Shah was appointed to the Board on 1 March 1995. He had his early education in Victoria Institution, Kuala Lumpur and attended the Wolaroi College NSW, Australia from 1970 to 1972.

He is currently the Chairman of the Company and a Director of several subsidiaries of the Company. He does not have any directorships in other public companies.

Tengku Abdul Samad Shah attended all Board Meetings held during the financial year ended 31 March 2015.

He has never been convicted of any offence within the past ten (10) years. He has no family relationship with any Director and/or major shareholder of the Company nor has he any conflict of interest with the Company.

Dato’ Yap Teiong Choon(Executive Director)(Age 62, Malaysian)

Dato’ Yap was appointed to the Board on 1 March 1995. He had his early education in Victoria Institution, Kuala Lumpur. He obtained a Bachelor of Commerce with double majors in Economics and Accounting in 1976 and a Master in Commerce with Honours majoring in Advance Accounting from the University of Canterbury, New Zealand in 1977. He is a Chartered Accountant by profession and is a member of the Malaysian Institute of Accountants, the New Zealand Society of Accountants, a Fellow of the Institute of Certified Public Accountants of Singapore and the Australian Society of Certified Practicing Accountants.

He started his career with Messrs Hanafiah, Raslan and Mohamad in 1977 and subsequently left the accounting profession in 1982 and has since been managing the Sin Heap Lee Group of Companies. He is presently an Executive Director and a Director of all subsidiaries of the Company. He is also an Executive Director of Amplefield Limited, a Singapore public-listed company involved in engineering process out-sourcing operations.

Dato’ Yap is a member of the Remuneration Committee of the Company. He attended all Board Meetings held during the financial year ended 31 March 2015.

He is the brother of Dato’ Ir. Yap Chong Lee, an Executive Director of the Company. He has never been convicted of any offence within the past ten (10) years nor has he any conflict of interest with the Company.


Dato’ Ir. Yap Chong Lee(Executive Director)(Age 61, Malaysian)

Dato’ Ir. Yap was appointed to the Board on 1 March 1995. He obtained a Bachelor of Technology majoring in Civil and Structural Engineering from Bradford University, England in 1978, a Master of Science majoring in Construction Management from Birmingham University, England in 1979 and a Postgraduate Certified Diploma in Accounting and Finance, England in 1979. He is a Fellow of both the Institution of Engineers, Malaysia and the Association of Consulting Engineers, Malaysia.

His working career began in 1979, with a consulting engineering firm, Sepakat Setia Perunding (Sendirian) Berhad and was subsequently appointed as a Director of the firm in 1990. He has been involved in the management of Sin Heap Lee Group of Companies since May 1982. He is presently an Executive Director and a Director of all subsidiaries of the Company. He does not have any directorships in other public companies.

Dato’ Ir. Yap attended all Board Meetings held during the financial year ended 31 March 2015.

He is the brother of Dato’ Yap Teiong Choon, an Executive Director of the Company. He has never been convicted of any offence within the past ten (10) years nor has he any conflict of interest with the Company.

Wong Tiek Fong(Non-Independent Non-Executive Director)(Age 53, Malaysian)

Mr Wong was appointed to the Board on 1 April 2004. He obtained a Diploma in Commerce (Financial Accounting) from Tunku Abdul Rahman College, Kuala Lumpur in 1985. He is a Chartered Accountant by profession and a member of the Malaysian Institute of Accountants, the Chartered Tax Institute of Malaysia and a fellow of the Association of Chartered Certified Accountants, United Kingdom.

His career began in 1985 with a firm of Chartered Accountants, Messrs Khoo Wong & Chan as an Audit Senior where he gained wide experience in corporate auditing and taxation of diverse industries. Prior to joining SHL Group in May 1989 as a Financial Accountant responsible for the financial accounting and management of SHL Group, he was attached to KPMG, a firm of Chartered Accountants, as an Audit Senior. Subsequently, he was promoted as the Financial Controller of SHL Group in May 1995. Presently, he is the Chief Financial Officer of SHL Group and a Director of several subsidiaries of the Company. He does not have any directorships in other public companies.

Mr Wong is a member of the Audit Committee and Nomination Committee of the Company. He attended all Board Meetings held during the financial year ended 31 March 2015.


BOARD OF DIRECTORS’ PROFILE (cont’d)



Souren Norendra(Senior Independent Non-Executive Director)(Age 45, Malaysian)

Mr Souren Norendra was appointed to the Board on 24 February 2010. He completed his secondary education at the Methodist Boys School, Kuala Lumpur and then proceeded to England where he read law and attained his LLB (Hon) from the University of Hull in 1992. He obtained his Certificate of Legal Practice (CLP) from University Malaya and was called to the Malaysian Bar in 1995.

He has been practicing as an advocate and solicitor in the firm of Messrs Norendra & Yap since being called to the Bar and is now a Partner of the firm. His areas of specialty are in corporate and conveyancing law.

Mr Souren is the Chairman of the Audit Committee, Nomination Committee and Remuneration Committee of the Company. He attended all Board Meetings held during the financial year ended 31 March 2015.


Ng Chin Hoo(Independent Non-Executive Director)(Age 55, Malaysian)

Mr Ng was appointed to the Board on 2 December 2013. He obtained his Bachelor of Commerce (Commercial Law & Accounting) from University of Melbourne, Australia in 1983. He is a Chartered Accountant by profession and is a member of the Malaysian Institute of Accountants, a member of the Institute of Certified Public Accountants of the Australian Society of Certified Practicing Accountants and a member of the Institute of Chartered Secretaries and Administrators.

Mr. Ng has wide experience in management consulting and financial management primarily gained working for KPMG Management Consulting in England and Malaysia. Mr Ng was an Executive Director of KPMG Management Consulting as well as Limited Partner with KPMG. Since leaving KPMG, Mr. Ng has held various senior positions in listed companies.

Mr Ng is a member of the Audit Committee, Nomination Committee and Remuneration Committee of the Company. He attended all Board Meetings held during the financial year ended 31 March 2015.



Wong Yew Mei(Non-Independent Non-Executive Director)(Age 57, Malaysian)

Ms Wong was appointed as an alternate director to Mr Wong Tiek Fong on 2 April 2004. She obtained a Diploma in Technology (Building) from Tunku Abdul Rahman College, Kuala Lumpur in 1982 and a Master degree in Business Administration, University of East Asia, Macau in 1988.

In 1982, she joined Messrs Hashim & Lim, a quantity surveying consulting firm in Kuala Lumpur in which she was exposed to all aspects of quantity surveying works on residential, hotels and high-rise buildings. In October 1986, she joined SHL Group as an Estimator and was involved in feasibility studies and estimates for the SHL Group’s property development and construction projects. She was promoted as the Budget Controller for SHL Group in December 1988 and appointed as a Director of several subsidiaries of the Company in 1999. She does not have any directorships in other public companies.

She attended four (4) out of five (5) Board Meetings held during the financial year ended 31 March 2015.

She has never been convicted of any offence within the past ten (10) years. She has no family relationship with any Director and/or major shareholder of the Company nor has she any conflict of interest with the Company.



CORPORATE STRUCTURE

INVESTMENT AND SERVICES

100%

100%

100%

60%

Integrated Management Corporation Sdn. Bhd.

SHL Corporate Services Sdn. Bhd.

SHL Realty Sdn. Bhd.

Goodstock Land Sdn. Bhd.

SUPPLY AND LOGISTICS

100%

100%

100%

100%

Sin Heap Lee Company Sdn. Berhad

Sin Heap Lee Brickworks Sdn. Bhd.

Kajang Granite Quarry Sdn. Bhd.

Senick Sdn. Bhd.

CONSTRUCTION

100%

100%

100%

Sin Heap Lee Construction Sdn. Bhd.

SHL Infra Sdn. Bhd.

Soil-Mech Drillers Sdn. Bhd.

DEVELOPMENT

100%

100%

100% 100%

100%

30%

100%

Ho Sin & Son Enterprise Sdn. Bhd.

Goodstock (Tawau) Sdn. Bhd.

Sin Heap Lee Development Sdn. Bhd.

Mayang Kiara Sdn. Bhd.

100%

100%

Sukma Pesona Sdn. Bhd.

Wilayah Builders Sdn. Bhd.

SHL-M Sdn. Bhd.

Sungai Long Golf Resort Berhad

OPT Ventures Sdn. Bhd.


GROUP FINANCIAL HIGHLIGHTS

REVENUE( RM Million )

PROFIT BEFORE TAXAT ION( RM Million )

EARNINGS PER SHARE(Sen)

SHAREHOLDERS’ EQUITY( RM Million )

2011 2012 2013 2014 2015 2015

20152015

250

200

150

100

50

02011 2012 2013 2014

2011 2012 2013 2014 2011 2012 2013 2014

720

600

480

360

240

120

0

190.2

78.0

182.1

205.3

47.5

25.337.5

80.0

11.30 7.6414.40

24.09

548.1 557.0 577.4 594.9

230.6

42.7

123.2

694.4

140

100

120

80

60

40

20

0

50

40

30

20

10

0



CHAIRMAN’S STATEMENT

The Malaysian economy registered a higher growth rate at 6.0% in 2014 as compared to 4.7% in previous year, mainly driven by strong domestic demand. Growth in the construction sector at 11.6% (2013: 10.9%) was in line with the continued uptrend in the non-residential sub-sector, underpinned by current and new infrastructure projects. The healthy growth in the residential sub-sector is mainly attributable to the continued economic development in the Klang Valley, Johor and Penang.

Overview


CHAIRMAN’S STATEMENT (cont’d)

Financial Review

Buoyed by the strong improvement in the Malaysian economic performance, our Group recorded higher revenue of RM230.56 million and profit before taxation of RM123.23 million (2014: revenue of RM205.29 million and profit before taxation of RM80.04 million). The good take-up rate of our Group’s Rawang Industrial Corporate Park in Sungai Choh, Selangor and the introduction of a new housing development project namely Goodview Heights in Bandar Sungai Long South, Selangor, have contributed significantly to our Group’s financial performance. The sharing of profit from OPT Ventures Sdn Bhd, our Group’s associate company and the recognition of fair value gain arising from the revaluation of our Group’s properties have further improved our Group’s financial bottom line.

Operations Review

Our Group’s property development segment continues to be the significant contributor to our Group’s net profit by registering a higher revenue of RM215.02 million (2014: RM188.43 million). This is mainly due to the strong demand for our houses and industrial factories in Goodview Heights, Bandar Sungai Long and Sungai Choh, all development projects situated in Selangor.

Our Company has engaged a professional valuer to appraise the fair value of our Group’s properties as at 31 March 2015, resulting in our Group registering a fair value gain of RM5.09 million for our Group’s properties under the category of Investment Properties (2014: Nil) credited as Other Operating Income and a fair value gain of RM44.14 million for our Group’s properties under the category of Property, Plant and Equipment (2014: Nil) credited as Other Comprehensive Income, both gain registered in our Group Statement of Comprehensive Income.

Dividend

Our Company has previously paid a first interim single-tier dividend of 7 sen per share in December 2014 and a second interim single-tier dividend of 10 sen per share in June 2015 for the financial year ended 31 March 2015.

Subject to the approval by our Company’s shareholders at the forthcoming Annual General Meeting, our Board of Directors is pleased to recommend a final single-tier dividend of 8 sen per share in respect of the financial year ended 31 March 2015.

Prospect

The Klang Valley property market will remain as the primary focus for our Group future economic expansion, given the concentration of the economic activities and population migration in this region. With a sustainable financial footing, it is anticipated that our Group will be able to navigate through the current challenging conditions of the Malaysian economy.

Going forward, we will concentrate on affordable homes and landed properties at Alam Budiman in Shah Alam, Goodview Heights in Bandar Sungai Long South, Kajang and Bandar Sungai Long, Selangor.

Acknowledgement and Appreciation

On behalf of our Board of Directors, I would like to extend our sincere appreciation to our management and staff for their untiring effort, dedication and loyalty extended during the year and look forward to their valuable contribution to our Group in the future.

I would like to express my gratitude to all our shareholders, customers, bankers, suppliers, contractors, business associates and government agencies for their confidence and continued support to our Group.

Y.A.M. Tengku Abdul Samad ShahIbni Almarhum Sultan Salahuddin Abdul Aziz ShahChairman

Kuala Lumpur15 July 2015


CORPORATE GOVERNANCE STATEMENT

The Board of Directors of SHL Consolidated Bhd (SHL) recognises the importance of maintaining the highest standards in Corporate Governance (CG) which are essential to the stability and sustainability of the Group’s performance and maximisation of shareholder value.

This statement describes SHL’s CG practices during the Financial Year 2015 with reference to the Malaysian Code on Corporate Governance 2012. It sets out 8 principles and 26 recommendations on good corporate governance that the Company should apply.

1. Establish clear roles and responsibilities

1.1 Clear functions of the Board and Management

The Board oversees the Group’s business and its performance. Its primary functions are to:

i review and approve the corporate policies, strategies, budgets and financial plans of the Group;

ii monitor financial performance including approval of the annual and interim financial reports;

iii approve major funding proposals, investments, acquisitions and divestment proposals;iv review the Group’s performance and the adequacy and effectiveness of the framework

and processes for internal controls, risk management, financial reporting and compliance; and

v assume responsibility for good corporate governance.

To facilitate effective management, certain functions of the Board have been delegated to various board committees, which review and make recommendations to the Board on specific areas. There are currently three standing board committees appointed by the Board, namely:

i Audit Committee (AC); ii Nomination Committee; and iii Remuneration Committee.

The delegation of authority by the Board to the Committees enables the Board to achieve operational efficiency by empowering these Committees to decide on matters within their respective written terms of reference and/or limits of delegated authority and yet allow the Board to maintain control over major policies and decisions.

The functions of the Chairman and the Executive Directors are separately and clearly defined. The Chairman is responsible for running the Board and ensures that all Directors receive sufficient relevant information on financial and non-financial matters to enable them to participate actively in the Board decisions. The Executive Directors are responsible for the day-to-day management of the business as well as the implementation of Board’s policies and decisions.

1.2 Clear roles and responsibilities

The Board has discharged its responsibilities in the best interests of the Group in pursuit of its corporate objective. The following are among the key responsibilities of the Board:

i. Reviewing and adopting the Group’s strategic plans

The Management presents the annual strategic plans and budget to the Board for reviewing and approval. The Board challenges the Management’s assumptions and views, to ensure that there are achievable and workable.

The Board conducts mid-year review of the budget by comparing against the actual year-to-date performance.


CORPORATE GOVERNANCE STATEMENT (cont’d)

ii. Overseeing the conduct of the Group’s business

The Executive Directors are responsible for the day-to-day management of the business and operations of the Group. They are supported by the Management Committees. The Board is kept informed of key strategic initiatives and significant operational issues and the Group’s performance on regular basis.

iii. Identifying principal risks and ensuring the implementation of appropriate systems to manage them

The Board has overall responsibility to ensure that the Group has the capability and necessary framework to manage risks in new and existing businesses with the risks appetite that the Group undertakes to achieve its corporate objectives.

The Risk Management Committee (RMC) advises the Audit Committee (AC) and the Board on areas of high risk faced by the Group and the adequacy of compliance and control throughout the group. The AC reviews the risk management policies formulated by the Management and makes relevant recommendations to the Board for approval. Details on the RMC and the Group’s Enterprise Risk Management (ERM) framework are set out in the Corporate Governance Statement and Risk Management Statement of this Annual Report.

iv. Succession planning

The Board believes in carrying out succession planning for itself and the Chairman is to ensure continuity of leadership. Board renewal is a continuing process and in this regard, the Nomination Committee (NC) reviews the composition of the Board, which includes its size and mix and recommends to the Board the selection and appointment of new Directors, whether in addition to the existing Board members or as replacement of retiring Board members, with a view to identifying any gaps in the Board’s skills set taking into account the Group’s business operations. The Board will be able to function smoothly notwithstanding any resignation or retirement of any Director given the present number of members and mix of competencies on the Board.

The Board is satisfied that the NC has discharged its functions effectively and efficiently.

v. Overseeing the development and implementation of a communication policy for the Group

The Group recognises the importance of being accountable to its investors and as such has maintained an active and constructive communication policy to enable the Board and Management to communicate effectively with its shareholders, stakeholders and the public generally.

The timely release of quarterly financial results of the Group and the issue of the Group’s

Annual Reports provide regular information on the state of affairs of the Group. These, together with the announcement to Bursa Malaysia Securities Berhad, circulars to shareholders and, where appropriate, ad-hoc press statements and interviews are the principal channels for dissemination of information to its shareholders, stakeholders and the public generally.

In addition, the Group has established a web site at www.shlcb.com.my, which shareholders can access for information.

vi. Reviewing the adequacy and integrity of management information and internal control system of the Group

The Board is ultimately responsible for the adequacy and integrity of the Group’s internal control system. Details pertaining to the Group’s internal control system and the review of its effectiveness are set out in the Internal Control Statement and Risk Management Statement respectively of this Annual Report.


1.3 Formalised ethical standards through Code of Ethics

The Group has adopted a Code of Ethics to regulate the standards and ethical conduct of the Group’s employees and provides a communicable and understandable framework for all staff to observe these values and principles.

The Code of Ethics covers all aspects of the Group’s business operations, such as confidentiality of information, dealings in securities, gifts, gratuities or bribes, dishonest conduct and sexual harassment.

1.4 Strategies promoting sustainability

The Board continues to place great emphasis on corporate sustainability in the areas of workplace, environment and community. A detailed report on sustainability activities appears in the Corporate Social Responsibility Statement of this Annual Report.

1.5 Access to information and advice

The Directors are authorised to seek any information from management/employees, who are required to cooperate with any request made by the Directors.

The Directors shall have full and unlimited access to any information pertaining to the Group.

The Directors shall have direct communication channels with the internal and external auditors and with senior management of the Group and shall be able to convene meetings with the external auditors whenever deemed necessary.

The Directors can obtain, at the expense of the Group, external legal or other independent professional advice they consider necessary.

1.6 QualifiedandcompetentCompanySecretaries

The Company Secretaries attend all Board and Committee meetings and ensure that all Board procedures are followed. The Company Secretaries also ensure that the Company complies with all applicable statutory and regulatory rules. Together with the Management, the Company Secretaries also assist the Board Chairman, the Board and Committees to implement and strengthen corporate governance practices and processes, including facilitating orientation for newly appointed Directors and appointments to Committees, and continuing training and development for the Directors. On an ongoing basis, the Directors have separate and independent access to the Company Secretaries.

1.7 Board Charter

The Board’s Charter clearly sets out the roles and responsibilities of the Board and Board Committees and the processes and procedures for convening their meetings. It serves as a reference and primary induction literature providing prospective and existing Board members and Management insight into the fiduciary and leadership functions of the Directors of SHL. The Board reviews its charter regularly and publishes the board charter on the corporate website.

2. Strengthen composition

2.1 Nomination Committee

The Committee’s responsibility, among others, is to identify and recommend the right candidate with the necessary skills, experience and competencies to be filled in the Board and Board Committees. Recruitment matters are discussed in depth by the Committee before the entire Board makes the final decision on new appointments.




The Nomination Committee comprises of three (3) non-executive directors, as follows:

1. Mr. Souren Norendra – Chairman2. Mr. Ng Chin Hoo; and3. Mr. Wong Tiek Fong.

The terms of reference undertaken by the NC during the financial year, were as follows:

i. identifying, reviewing and recommending candidates for appointment as Directors of the Company;

ii. re-nominating retiring Directors for re-appointment at annual general meetings (AGMs) and determining annually the independence of Directors;

iii. deciding the assessment process and implementing a set of objective performance criteria to be applied from year to year for evaluation of the Board’s performance;

iv. evaluating the Board’s effectiveness as a whole and each Director’s contribution to its effectiveness in accordance with the assessment process and performance criteria; and

v. ensuring an appropriate framework and succession plans for members of the Board.

2.2 Develop, maintain and review criteria for recruitment and annual assessment of Directors

i. Criteria and process for recruitment or appointment of Directors

Selection of candidates to be considered for appointment as Directors is facilitated through recommendations from the Directors, external parties including the Company’s contacts in the finance, legal, accounting, construction and property development professions. The NC interviews the short listed candidates before formally considering and recommending them for appointment to the Board and where applicable, to the Committees.

In reviewing and recommending to the Board any new Director appointments, the NC considers:

a. the candidate’s independence, in the case of the appointment of an Independent Non-Executive Director;

b. the composition requirements for the Board and Committees (if the candidate is proposed to be appointed to any of the Committees);

c. the candidate’s age, track record, experience and capabilities and such other relevant factors as may be determined by the NC which would contribute to the Board’s collective skills; and

d. any competing time commitments if the candidate has multiple board representations.

ii. Annual assessment

The Group has in place a formal process for assessment of the effectiveness of the Board as a whole and the contribution by each Director to the effectiveness of the Board. The NC assesses the Board’s performance as a whole annually, using objective and appropriate quantitative and qualitative criteria which were recommended by the NC and approved by the Board. When assessing the overall Board performance, the NC takes into consideration the feedback from individual Directors on areas relating to the Board’s competencies and effectiveness.

The results of the overall evaluation of the Board by the NC including its recommendation,

if any, for improvements are presented to the Board.

The annual evaluation process for the individual Directors’ performance comprises three parts:

a. background information concerning the Directors including their attendance records at Board and Committee meetings;

b. questionnaires for completion by all individual Board members; andc. NC’s evaluation based on certain assessment parameters.


The questionnaires and the assessment parameters were recommended by the NC and approved by the Board. The completed questionnaires are then reviewed by the NC before the NC completes its evaluation of the individual Directors. When deliberating on the performance of a particular Director who is also a member of the NC, that member abstains from the discussions in order to avoid any conflict of interests. The results of the individual evaluation of the Directors are also used by the NC to review, where appropriate, the composition of the Board and Committees, and to support its proposals, if any, for appointment of new members and its recommendations for the re-appointment and re-election of retiring Directors. Comments from the Directors, if any, concerning the Board as a whole and the general performance of the Directors, are also presented to the Board.

iii. Gender diversity

Currently the Board has one female Director and considers recruiting one more in the future.

2.3 Remuneration policies

The Remuneration Committee consists of two (2) Independent Non-Executive Directors and one (1) Non-Independent Executive Director, as follows:

1. Mr. Souren Norendra – Chairman;2. Mr. Ng Chin Hoo; and3. Dato’ Yap Teiong Choon

Duties and responsibilities of the Remuneration Committee include:

i. to recommend the remuneration framework for Non-Executive Directors;ii. to recommend the remuneration package of Executive Directors; iii. to ensure individual directors abstain from making decisions in respect of their individual

remuneration; andiv. to ensure that the remuneration packages are competitive in attracting and retaining

directors capable of meeting the Company’s needs.

During the financial year ended 31 March 2015, the Remuneration Committee met one (1) time during the year and was attended by all its members. They discuss and review the Executive and Non-Executive Directors’ Remuneration, whereupon recommendations are submitted to the Board for approval.

The Board as a whole determines the remuneration of Non-Executive Directors and each individual Director abstains from the Board’s decision on his own remuneration. All the Directors are paid annual Directors’ fees and traveling allowance for Board Meetings that they have attended. The Directors’ fees are approved by the shareholders at the AGM.

The details of Directors’ remuneration paid and payable to the Directors of the Group for the financial year ended 31 March 2015, by category and in successive bands of RM50,000/- are as follows:

Non-Executive Directors Executive Non- Directors Independent Independent Total RM RM RM RM

Fees 50,000 50,000 50,000 150,000 Salaries 1,164,000 - 504,240 1,668,240 Bonuses 291,000 - 75,717 366,717 EPF 104,220 - 55,589 159,809 Benefits in kind & Allowances 44,000 14,000 29,800 87,800 TOTAL 1,653,220 64,000 715,346 2,432,566




Range of remuneration Number of Directors Non- Independent Independent Executive Non-Executive Non-Executive

Below RM50,000 - 2 - RM100,001 to RM150,000 - - 1 RM200,001 to RM250,000 - - 1 RM250,001 to RM300,000 - - - RM300,001 to RM350,000 - - 1 RM800,001 to RM850,000 2 - -

3. Reinforce Independence

3.1 Annual Assessment of Independence

The NC reviews the independence of Directors annually in accordance to the guidelines set out in the Malaysian Code on Corporate Governance 2012.

When considering the independence of the Directors, the NC also reviews the Independence Directors’ other directorships, the annual declaration regarding their independence, the Directors’ disclosures of interests in transactions, and any other relationships between the Group and the Directors which may interfere with the Directors’ exercise of objective or independent judgment.

3.2 Tenure of Independent Directors

The Board has adopted a nine-year policy for Independent Non-Executive Directors, which is implemented on a gradual basis to ensure the continued effective functioning of the Board.

3.3 Shareholders’ approval for the re-appointment of Independent Non-Executive Directors

None of Independent Non-Executive Director has served for more than 9 years. Therefore, shareholders’ approval for the re-appointment at the forthcoming Annual General Meeting is not required.

3.4 Separation of positions of the Chairman and Executive Directors

The functions of the Chairman and the Executive Directors are separately and clearly defined. The Chairman is responsible for running the Board and ensures that all Directors receive sufficient relevant information on financial and non-financial matters to enable them to participate actively in the Board decisions. The Executive Directors are responsible for the day-to-day management of the business as well as the implementation of Board’s policies and decisions.

3.5 Composition of the Board

The Board of Directors comprises six (6) members which includes two (2) Executive Directors, two (2) Non-Independent Non-Executive Directors (including the Chairman) and two (2) Independent Non-Executive Directors.

The Non-Independent Non-Executive Directors are to provide the Group unbiased and independent view and judgement, after taking into consideration the interest of the shareholders, employees, suppliers and customers. The presence of Independent Non-Executive Directors of the calibre necessary to carry sufficient weight in all decisions made by the Board ensures that there is proper check and balance in the Board. Although all Directors have an equal responsibility for the Group’s business and affairs, the role of Independent Non-Executive Directors is particularly important in ensuring that the strategies proposed by the Executive Directors are fully discussed and examined, with due regard to risk management.


The Board meets at least five (5) times a year, with additional meetings convened when necessary to review matters that require the Board’s urgent attention and decision. Meetings are scheduled at the beginning of each calendar year to enable the Board members to plan their schedules accordingly. During the financial year ended 31 March 2015, the Board met on five (5) occasions, where a formal agenda are forwarded to all Directors at least two (2) weeks before the meetings.

All issues raised and discussed and decisions made at the Board Meetings are minuted, and are circulated to all Directors for their perusal prior to the confirmation of such minutes at the following Board Meetings.

The attendance of each Director at the Board Meeting held during the financial year ended 31 March 2015 was as follows:

No. of meetings attended by directors during their Director tenureinoffice

Y.A.M. Tengku Abdul Samad Shah Ibni Almarhum Sultan Salahuddin Abdul Aziz Shah 5/5 Dato’ Yap Teiong Choon 5/5 Dato’ Ir. Yap Chong Lee 5/5 Wong Tiek Fong 5/5 Souren Norendra 5/5 Ng Chin Hoo 5/5 Wong Yew Mei (by Invitation) 4/5

4. Foster Commitment

4.1 Time commitment

When considering the nomination of Directors for appointment or re-election/re-appointment, the NC also takes into account the competing time commitments faced by Directors with multiple board representations. An analysis of the directorships held by the Directors is reviewed annually by the NC. Based on the analysis and the Directors’ commitment and contributions to the Group which are also evident in their level of attendance and participation at Board and Committee meetings, the NC is satisfied that all Directors are able to carry out and have been adequately carrying out their duties as a Director of the Group.

4.2 Directors’ training

The Directors have participated and continue to undergo the relevant training programmes to further enhance their skill and knowledge as well as the latest statutory and/or regulatory requirements in discharging their fiduciary duties to the Company.

Training programmes attended by the Directors during the financial year ended 31 March 2015 are as follows:

i. Understanding and Application of Goods and Services Tax;ii. Managing Stress with Colour Therapy; andiii. Winner’s Mindset.

Some of the Directors are not able to participate in the continuing education programme as they are very actively involved in the group corporate and operational matters and due to their inability to identify any relevant courses that provide specific property development methodologies, business models and delivery systems pertaining to property development industry.




5. Upholdintegrityinfinancialreporting

5.1 Compliancewithapplicablefinancialreportingstandards

The Board presents to shareholders a balanced and clear assessment of the Company’s performance, position and prospects.

The Audit Committee reviewed the quarterly, annual report and the audited financial statements of the Company prior to submission to the Board for their consideration and approval. The review was to ensure that the audited financial statements were drawn up in accordance with the provisions of the Companies Act, 1965, the Listing Requirements of Bursa Malaysia Securities Berhad and the applicable approved accounting standards approved by the Malaysian Accounting Standards Board (MASB).

Executives Directors and the Chief Financial Officer provide assurance to the Board that adequate processes and controls are in place for an effective and efficient financial statement, that appropriate accounting policies had been adopted and applied consistently and that the relevant financial statements give a true and fair view of the state of affairs of the Group in compliance with the Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act,1965.

5.2 Assessment of suitability and independence of external auditors

The Audit Committee reviews the independence and objectivity of the external auditors and the services provided, including non-audit services annually and is satisfied that the external auditors is competent and with audit independence.

6. Recognise and manage risks

6.1 Sound framework to manage risks

The Board has established an ongoing process for identifying, evaluating and managing significant risks faced by the Group. This process has been in place throughout the year and up to the date of approval of the annual report and financial statements. The Board fully supports the contents of the Internal Control Guidance and through the Audit Committee, continually reviews the adequacy and effectiveness of the risk management process within the various operating business units.

Details on the Group’s ERM framework are set out in this Risk Management Statement of this Annual Report.

6.2 Internal audit function

The Board has established an internal audit function within the Group, which is led by the Head of Internal Audit who reports directly to the AC. Details of the Group’s internal control system and framework are set out in the Internal Control Statement together with the Risk Management Statement and AC Report of this Annual Report respectively.

7. Ensure timely and high quality disclosure

7.1 Corporate Disclosure Policy

To comply with the Bursa Malaysia Listing Requirements, corporate disclosure policies and procedures have been in place to guide all employees pertaining to corporate disclosure requirements. Clear roles and responsibilities of directors, management and employees are provided together with levels of authority. Only authorised spokespersons are allowed to handle and disclose material information. Persons responsible for preparing the disclosure will conduct due diligence and proper verification before disclosure is made to investing public.


7.2 Leverage on information technology for effective dissemination of information

The Board is mindful of its obligation to provide timely and fair disclosure of material information to shareholders. Shareholders are kept abreast of result and other material information concerning the Group through regular and timely dissemination of information. The Group website at www.shlcb.com.my contains information about the Group including all publicly disclosed financial information, corporate announcements, annual reports and profiles of the Group.

8. Strengthen relationship between the Group and its shareholders

8.1 Encourage shareholder participation at general meetings

SHL dispatches its notice of AGM to shareholders at least 21 days before the AGM by enclosing the notice of AGM, which provides information to the shareholders with regard to, details of the AGM, their entitlement to attend the AGM, the right to appoint a proxy and also the qualifications of a proxy. Since 2013 AGM, SHL has removed the limitation on the number of proxies to be appointed by an exempt authorised nominee with shares in the Company for multiple beneficial owners in one securities account to allow greater participation of beneficial owners of shares at general meetings of the Group.

8.2 Encourage poll voting

The Chairman will announce before the start of all general meetings the right of the shareholders to demand a poll in accordance with the Company’s Articles of Association. The Board will consider putting substantive resolutions to vote by poll and make an announcement of the details results showing the number of votes cast for and against each resolution when required.

8.3 Effective communication and proactive engagement

At the AGM, all Directors were present in person to engage directly with, and be accountable to the shareholders for their stewardship of the Group. The Chairman invited shareholders to raise questions pertaining to the Group’s accounts and other items for adoption at the meeting, before putting a resolution to vote. The Directors, Chief Financial Officer (CFO), Management and external auditors were in attendance to respond to the shareholders’ queries. The Executive Directors and CFO also shared with the shareholders in relation to the Group’s response to questions submitted in advance of the AGM by the Minority Shareholders Watchdog Group.

COMPLIANCE STATEMENT

The Board is satisfied that the Company has complied with the principles and recommendations of the Malaysian Code on Corporate Governance 2012.

This Statement is made in accordance with the resolution of the Board dated 15 July 2015.

OTHER INFORMATION REQUIRED BY THE MAIN MARKET LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD (“BURSA SECURITIES”)

1. Utilisation of Proceeds

There were no proceeds raised by the Company from any corporate proposal during the financial year.




2. Share Buy-Backs

The Company has obtained the Share Buy-Back Mandate from its shareholders on 4 September 2014 and which will lapse at the conclusion of the forthcoming AGM unless approval for its renewal is obtained from the Shareholders at the forthcoming AGM. The Company has decided not to renew the Share Buy-Back Mandate in the forthcoming AGM, as such the existing Mandate will lapse at the conclusion of the forthcoming AGM.

The Company has not purchased, resold or cancelled any of its own shares during the 12 months preceding the date of this Annual Report, and also does not hold any of its own shares as treasury shares.

3. Options or Convertible Securities

The Company has not issued any options or convertible securities during the financial year.

4. Depository Receipt Programme

During the financial year, the Company did not sponsor any Depository Receipt Programme.

5. Imposition of Sanctions and/or Penalties

There were no sanctions and/or penalties imposed on the Company and its subsidiaries, directors or management by the relevant regulatory bodies during the financial year.

6. Non-audit Fees

No non-audit fees have been paid to the external auditors during the financial year.

7. ProfitEstimate,ForecastorProjectionorunauditedresults

There were no variances of 10% or more between the results for the financial year and the unaudited results.

8. ProfitGuarantee

During the financial year, there were no profit guarantees given by the Company.

9. MaterialContractsInvolvingDirectors’andMajorShareholders’Interests

Besides the recurrent related party transactions covered under the Shareholders’ Mandate duly granted by shareholders at the last Annual General Meeting, the Company has not entered into any other contract with any directors and/or major shareholders of the Company nor any persons connected to directors and/or major shareholders of the Company.

10. Revaluation Policy

The Group adopts the policy to revalue land and/or buildings held as property, plant and equipment at least once in every 5 years or at such shorter period as may be considered to be appropriate based on the advice of external professional valuers and appraisers and/or Directors’ valuation.

Any surplus or deficit arising from the revaluation exercise is to be dealt with in the revaluation reserve, except that a deficit is charged to the income statement to the extent that it is in excess of any surplus held in the former relating to previous revaluation of the same asset. On disposal of revalued assets, amounts in revaluation reserve relating to those assets are transferred to retained profits.

Investment properties are stated at fair value and any gains or losses arising from changes in fair values are included in the income statement in the period in which they arise.


INTERNAL CONTROL STATEMENT

The Board is committed to maintaining a sound internal control system. Every business unit under the Group has implemented its own control processes under the leadership of the Executive Directors, who are responsible for good business and regulatory governance. The following statement outlines the nature and scope of the Group’s internal control in 2015.

Board’s Responsibility

The Directors acknowledge their ultimate responsibility for the Group’s system of internal control and risk management and for reviewing the adequacy and integrity of the system but the purview does not cover its associated company where the Group does not have full management control. However, the Group’s interest is served through representation on the board of associated company. The system of internal control covers risk management, operational, organisational, financial and compliance controls to safeguard the Group’s assets and shareholders’ investments. The system is designed to manage rather than eliminate the risk of failure to achieve business objectives, and can only provide reasonable and not absolute assurance against material misstatement or loss.

In 2015, the adequacy and effectiveness of internal controls were reviewed by the Audit Committee and the Group’s risk management and internal control system are operating adequately and effectively.

Risk Management

The Board has established an ongoing process for identifying, evaluating and managing significant risks faced by the Group. This process has been in place throughout the year and up to the date of approval of the annual report and financial statements. The Board fully supports the contents of the Internal Control Guidance and through the Audit Committee, continually reviews the adequacy and effectiveness of the risk management process within the various operating business units.

The Group Management is responsible for the management of risk, developing, operating and monitoring the system of internal control and providing assurance to the Board that it has done so in accordance with the policies adopted by the Board.

KEY INTERNAL CONTROL PROCESSES

1. Authority and Responsibility

i. Certain responsibilities are delegated to Board Committees through clearly defined Terms of Reference which are reviewed annually.

ii. The authorisation limits of Management are reviewed from time to time by the Board.

2. Planning, Monitoring and Reporting

i. An annual planning and budgetary exercise is undertaken requiring all divisions to prepare business plans and budgets for the forthcoming year, which are deliberated and approved by the Board before implementation.

ii. There are regular Board and Management meetings to assess, review and monitor performances and controls in all facets of operations.

iii. Senior Management meet on a regular basis with managers of business units to consider the Group’s operational, business development, financial performance and risk related matters.

iv. Executive Directors and the CFO are required to assure the Board that adequate processes and controls are in place for an effective and efficient financial statement including the consolidated condensed financial statements. Executive Directors and the CFO also assure that appropriate accounting policies have been adopted and applied consistently to give a true and fair view of the state of affairs of the Group in compliance with the Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia.

3. Policies and Procedures

Standard Operating Policies and Procedures are systematically documented, revised and made available to guide staff in their day-to-day work.


INTERNAL CONTROL STATEMENT (cont’d)

4. Audits

i. The Internal Audit Department assesses compliance with policies and procedures as well as relevant laws and regulations. In addition, it examines and evaluates the effectiveness and efficiency of the Group’s internal control system.

ii. Regular internal audit visits to monitor compliance with procedures and assess the integrity of financial information provided.

iii. Yearly audit is carried out by Moody International in relation to the ISO 9001:2008 Quality Management System for the Group’s construction unit to ensure that product and service quality are continuously improved and comply with international standards.

iv. In determining the independence of External Auditors, the Audit Committee (AC) reviewed all aspects of its relationships with them including the processes, policies and safeguards adopted by the Group and External Auditors relating to audit independence. The AC also considered the nature of the provision of the non-audit services and fees in 2014 and is of the opinion that such non-audit services and fees did not impair or threaten the audit independence. Based on the review, the AC is of the opinion that External Auditors is independent for the purpose of the Group’s statutory audit.

5. Staff Competency

Hiring and termination guidelines are in place while training and development programmes are conducted to ensure that staff are competent and kept up to date with the necessary competencies to carry out their respective duties towards achieving the Group’s objectives.

6. Conduct of Staff

i. A Code of Ethics is established for all employees, which defines the ethical standards and conduct of work required.

ii. Protection of confidential information is used by the Group to avoid leakage and improper use of such information.

iii. Segregation of duties is practiced to reduce the risk of error and fraud.

7. Insurance

i. The Group’s assets are adequately covered against any mishap that could result in material loss. A yearly policy renewal exercise is undertaken in which Management reviews the coverage based on the prevailing market price for the same or similar item, where applicable.

Review of this Statement

Pursuant to paragraph 15.23 of the Main Market Listing Requirements, the External Auditors have reviewed this Statement and the Risk Management Statement for inclusion in the 2015 Annual Report, and reported to the Board that nothing has come to their attention that causes them to believe that the Statements are inconsistent with their understanding of the process adopted by the Board in reviewing the adequacy and integrity of the system of internal control. Both statements were approved by the Board on 15 July 2015.

Conclusion

The Board is of the view that the system of internal control and risk management are in place for the year under review, and up to the date of approval of this Statement and the Risk Management Statement, are sound and sufficient to safeguard shareholders’ investment, the interests of customers, regulators, employees and other stakeholders, and the Group’s assets. The Board has received assurance from Executive Directors and the CFO that the Group’s risk management and internal control system are operating adequately and effectively, in all material aspects, based on the risk management model adopted by the Group.


RISK MANAGEMENT STATEMENT

Risk management continues to play an important part in the Group’s business activities and is an essential component of its planning process. The Board has overall responsibility to ensure that the Group has the capability and necessary framework to manage risks in new and existing businesses and that business plans and strategies accord with the risks appetite that the Group undertakes to achieve its corporate objectives. To assist the Board in its risk management oversight, the Audit Committee has been authorised by the Board to provide oversight and review on matters relating to the risk management policies and systems of the Group.

The Audit Committee’s risk management function is assisted by a Group Risk Management Committee (RMC), whose members comprise senior management. The RMC is responsible for ensuring the effectiveness of the risk management framework of the Group, the objective of which is to provide enterprise risks involved in property investment, development, construction and management activities and a systematic process for identification, assessment, management and reporting of such risks on a consistent and reliable basis. The RMC is mandated to focus on key strategic risks whilst also to ensure that the business units are responsible for the day-to-day tracking, monitoring and control of risks within their operations.

The RMC had established a formal risk management framework. Within this framework, significant business risks are identified, assessed, evaluated, monitored, managed, and reported on a regular basis. The risk governance structure of the Group is regularly reviewed against international standards and best practices in risk management.

Enterprise Risk Management Framework

The formalisation of the enterprise risk management framework involved the following initiatives:

1. A formal risk policy and guidelines have been established and communicated to all employees throughout the Group.

2. A risk management structure which outlines the lines of reporting and responsibility at the Board, Audit Committee, Risk Management Committee and management levels have been established. The risk management structure enhances risk oversight and monitoring process.

3. Chief Risk Officers have been appointed to continuously carry out their responsibilities to identify, assess and prioritise the risks faced by the Group based on the likelihood of occurrence and magnitude of impact and also to assist management in identifying procedures or steps to be taken to manage or control these risks.

4. The Group Management’s implementation of a group-wide risk assessment process identifies the key risks facing each business, the potential impact and likelihood of those risks occurring, the control effectiveness and the action plans being taken to manage those risks to the desired level. The risk profile for the Group and individual business units is produced by an automated risk management system, and together with the risk registers, are reported through the Risk Management Committee to the Audit Committee on a half yearly basis. The Chairman of the Audit Committee reports the significant risks and control issues to the Board for its consideration.

5. Ongoing risk management education and training is provided at management and staff levels.


RISK MANAGEMENT STATEMENT (cont’d)

Managing Corporate Risks

1. Operational

Operational Risks relate to the effectiveness and efficiency of people, the integrity of internal control system and processes and external factors that affect day to day operations. The Group manages operational risks by focusing on prevention and corrective management through compliance with operating manuals, standard operating procedures, internal control and guidelines on limits of authority. At Group level, the residual operational risks are:

i. ProjectManagementRisks

The Group has clearly defined procedures for monitoring, managing and controlling major projects. The respective operating business heads review and report the progress of major projects and significant business activities to the Executive Directors on a regular basis. Significant issues are brought to the attention of the Audit Committee, the Risk Management Committee and the Board of Directors.

ii. Human Resources Risks

The Group believes in following competitive and attractive human resource practices, especially in the areas of staff recruitment, talent development and compensation. The Group believes in building a talent-pool to increase the availability of experienced and capable employees to fill key business leadership positions in the company.

iii. Crisis Risks

The Group has business continuity plans in place for responding to crises and emergencies in ways that will ensure quick recovery and resumption of critical business functions. The Group regularly reviews its emergency response and business continuity plans and conducts tests and exercises from time to time to ensure its workability and relevance. The Group regularly reviews the type, scope and adequacy of insurance coverage that it buys, taking into account, the availability of such cover, its costs and the likelihood of occurrence and magnitude of risk involved.

2. Competition

The Group is exposed to stiff competition from other construction and property development companies. Intense competition may result in highly competitive pricing in order to secure sales of the Group’s property development projects, which may consequently affect the financial performance of the Group.

In order to stay competitive, the Group shall constantly update itself on the latest market conditions, sustaining Group’s track record and continuing in maintaining its competitive edge in terms of cost efficiency, service quality, reliability and innovativeness. Applying energy saving and other technologically advanced green features will enhance the Group niche position in the construction and property development industries.

3. Supply and Cost of Raw Materials

The main raw materials used by the Group include steel bars, pre-mixed and ready mixed concrete, sand, aggregates, cement, plywood, timber and other building materials, which are sourced and procured locally and overseas. Any increase of building material prices will affect the property development cost and also the selling price of property. To mitigate the price risk, detailed planning and budgeting prior to calling for tendering of property development projects is put in place to ensure lowest tender price is awarded. However, there is no assurance that any future shortage in raw materials and/or increase to the cost of raw materials will not have a material adverse impact on the Group.


4. Cost Overruns

The implementation of the property development projects involves the Group carrying out internal costing and budgeting estimates of raw materials, sub-contracting costs and other related costs and overheads based on the indicative pricing or quotations given by our suppliers and sub-contractors as well as our own estimate of costs.

However, there are a number of circumstances that could lead to additional costs not previously factored into the contract value or selling price of the properties, which include, unforeseen circumstance such as adverse soil conditions, unfavourable weather conditions or unexpected construction constraints at the worksite and fluctuations in the prices of raw materials and sub-contractors’ services as well as additional costs incurred that may not have been foreseen at the initial stage of planning for the construction or property development project.

To mitigate the risk of cost overruns, detailed planning and budgeting are implemented in the Group’s property development projects.

5. Government Regulations and Controls

The operations of the Group’s property development division are subject to government regulations, among others, the Environment, Health and Safety and the requirements of local municipal councils. These regulations, acts and requirements are to control and protect workers and individual consumers as well as to set minimum standards for the construction and property development industries.

Typically, these laws and regulations provide for substantial fines and potential criminal prosecution

for any breach. Any breach of these laws can result in permit revocation, cessation of or restriction in operations rendering remedial work required.

The Group has strictly complied and will continue to comply with these laws and regulations, however, there can be no assurance that changes to the present laws, regulations or policies or the introduction of new ones will not adversely affect the Group’s business.

The Board is satisfied that there is an ongoing process of identifying, evaluating and managing significant risks that may affect the achievement of the Group’s business objectives. The system of internal control will continue to be reviewed and updated in line with changes in the operating environment.

RISK MANAGEMENT STATEMENT (cont’d)


AUDIT COMMITTEE REPORT

MEMBERSHIPS AND MEETINGS

The Audit Committee (AC) comprises the following Directors, all of whom are Non-Executive Directors.

1. Mr. Souren Norendra – Chairman; 2. Mr. Wong Tiek Fong; and 3. Mr. Ng Chin Hoo.

The Audit Committee met five (5) times during the financial year ended 31st March 2015. The attendances of the AC Members were as follows:

No. of meetings attended by directors during their tenure NameofMembers inoffice

Souren Norendra 5/5Wong Tiek Fong 5/5Ng Chin Hoo 5/5

The Secretary was present in all the meetings. Representatives of the External Auditors and the Head of Internal Audit also attended the meetings upon invitation.

TERMS OF REFERENCE

Objectives

The primary objectives of the Audit Committee are:

i. to assist the Board in the discharge of its responsibilities by reviewing the adequacy and integrity of the Company’s and the Group’s internal control systems, risk assessment and management information systems for compliance with applicable laws, regulations, rules, directives and guidelines;

ii. to reinforce the independence of the external auditors and thereby help ensure that they will have free rein in the audit process and to provide, by way of regular meetings, a line of communication between the Board and the external auditors;

iii. to provide emphasis on the internal audit function by increasing the objectivity and independence of the internal auditors and provide a forum for discussion that is independent of management; and

iv. to review related party transactions entered into by the Company and the Group to ensure that such transactions are undertaken on the Group’s normal commercial terms and that the internal control procedures with regards to such transactions are sufficient.

Composition

The Board shall elect and appoint Committee members from amongst their numbers, comprising no fewer than three (3) Directors, all the audit committee members must be non-executive directors, with majority of them being independent directors. The Board shall at all times ensure that at least one (1) member of the Committee shall be:

i. a member of the Malaysian Institute of Accountants (MIA); or


ii. if he or she is not a member of MIA, he must have at least three (3) years of working experience and:- he or she must have passed the examinations specified in Part I of the 1st Schedule of the

Accountants Act 1967; or- he or she must be a member of the associations of accountants specified in Part II of the 1st

schedule of the Accountants Act 1967.iii. fulfils such other requirements as prescribed or approved by the Exchange.

If a member of the Committee resigns, dies or for any reason ceases to be a member with the result that the number of members is reduced to below three (3), the Board shall within three (3) months of the event appoint such number of new members as may be required to fill the vacancy.

The Chairman of the Committee shall be an independent non-executive Director. No alternate Director of the Board shall be appointed as a member of the Committee.

The Board shall review the terms of office of each of its members at least once (1) every three (3) years.

Quorum and Committee’s Procedures

Meetings shall be conducted at least five (5) times annually, or more frequently as circumstances dictate.

In order to form a quorum for the meeting, the majority of the members present must be independent non-executive Directors. In the absence of the Chairman, the members present shall elect a Chairman for the meeting from amongst the members present.

The Company Secretary shall be appointed Secretary of the Committee (the Secretary). The Secretary, in conjunction with the Chairman, shall draw up an agenda, which shall be circulated together with the relevant supporting papers, at least two (2) weeks prior to each meeting to the members of the Committee.

The Committee shall meet at least two (2) times a year with the Head of Internal Audit and the External Auditors in separate sessions to discuss any matters with the Committee without the presence of any executive member of the Board.

The Committee may, as and when deemed necessary, invite other Board members, senior management and other person to attend the meetings. The Executive Director, the Chief Financial Officer and the Head of Internal Audit shall normally attend meetings.

The Chairman shall submit an annual report to the Board summarising the Committee’s activities during the year and the related significant results and findings.

The Committee shall regulate the manner of proceedings of its meetings, having regard to normal conventions on such matter.

Authority

The Committee is authorised to seek any information it requires from employees, who are required to cooperate with any request made by the Committee.

The Committee shall have full and unlimited access to any information pertaining to the Group.

The Committee shall have direct communication channels with the internal and external auditors and with senior management of the Group and shall be able to convene meetings with the external auditors whenever deemed necessary.

The Committee shall have the resources that are required to perform its duties. The Committee can obtain, at the expense of the Company, external legal or other independent professional advice it considers necessary.

AUDIT COMMITTEE REPORT (cont’d)



Responsibilities and Duties

In fulfilling its primary objectives, the Committee shall undertake the following responsibilities and duties:

i. to consider the appointment of the external auditors, the audit fee and any questions of resignation or dismissal;

ii. to discuss with the external auditors before the audit commences, the nature and scope of the audit, and ensure co-ordination where more than one audit firm is involved;

iii. to review the quarterly and annual financial statement of the Group, focusing particularly on:a. any changes in accounting policies and practices;b. significant accounting adjustments arising from the audit;c. the going concern assumption; andd. compliance with accounting standards and other legal requirements.

iv. to discuss problems and reservations arising from the interim and final audits, and any matter the auditors may wish to discuss (in the absence of management where necessary);

v. to review the external auditors’ management letter and management’s response;

vi. in relation to the internal audit function:a. review the adequacy of the scope, functions, competency and resources of the internal audit

function, and that it has the necessary authority to carry out its work;b. review the internal audit program and results of the internal audit process and where necessary

ensure that appropriate action is taken on the recommendations of the internal audit function; c. review any appraisal or assessment of the performance of members of the internal audit function;d. approve any appointment or termination of senior staff members of the internal audit function;

ande. inform itself of resignations of internal audit staff members and provide the resigning staff member

an opportunity to submit his reasons for resigning. vii. to consider any related party transactions that may arise within the Company or Group;

viii. to consider the major findings of internal investigations and management’s response;

ix. to consider other topics as defined by the Board; and

x. to review procedures in place to ensure that the Group is in compliance with the Companies Act, 1965, Listing Requirements of Bursa Malaysia Securities Berhad and other legislative and reporting requirements.

SUMMARY OF ACTIVITIES DURING THE FINANCIAL YEAR

The main activities undertaken by the Committee were as follows:

i. Reviewed the external auditors’ scope of work and audit plans for the year. Prior to the audit, representatives from the external auditors presented their audit strategy and plan.

ii. Reviewed with the external auditors the results of the audit, the audit report and the management letter, including management’s response.

iii. Consideration and recommendation to the Board for approval of the audit fees payable to the external auditors as disclosed in Note 6 to the financial statements.

iv. Reviewed the independence and objectivity of the external auditors and the services provided, including non-audit services.


v. Reviewed the internal audit department’s resources requirements, programmes and plans for the financial year under review and the annual assessment of the internal audit department’s performance.

vi. Reviewed the internal audit reports, which highlighted the audit issues, recommendations and management’s response. Discussed with management actions taken to improve the system of internal control based on improvement opportunities identified in the internal audit reports.

vii. Recommended to the Board improvement opportunities in internal control, procedures and risk management.

viii. Met with the external auditors and internal auditors at least once a year without the presence of any executive Board member.

ix. Reviewed the annual report and the audited financial statements of the Company prior to submission to the Board for their consideration and approval. The review was to ensure that the audited financial statements were drawn up in accordance with the provisions of the Companies Act, 1965 and the applicable approved accounting standards approved by the Malaysian Accounting Standards Board (MASB).

x. Reviewed the Company’s compliance in particular the quarterly and annual financial statements with the Listing Requirements of Bursa Malaysia Securities Berhad, MASB and other relevant legal and regulatory requirements.

xi. Reviewed pertinent issues of the Group which had a significant impact on the results of the Group which included enhancement and further development in existing products and services offered, cost rationalisation measures, reorganisation of business units and human resource development.

xii. Reviewed the quarterly financial statements before recommending the same for the Board’s approval. The review and discussions were conducted with the Chief Financial Officer.

xiii. Reviewed on a quarterly basis the related party transactions entered into by the Group.

xiv. Reviewed the extent of the Group’s compliance with the provisions set out under the Malaysian Code on Corporate Governance 2012 for the purpose of preparing the Corporate Governance Statement and Statement on Internal Control pursuant to the Listing Requirements of Bursa Malaysia Securities Berhad. Recommended to the Board action plans to address the identified gaps between the Group’s existing corporate governance practices and the prescribed corporate governance principles and best practices under the Code.

INTERNAL AUDIT FUNCTION

The internal audit department is independent of the activities or operations of other operating units. The principal role of the department is to undertake independent regular and systematic reviews of the systems of internal control, risk management and governance frameworks within the Group so as to provide reasonable assurance that such systems continue to operate satisfactorily and effectively. It is the responsibility of the internal audit department to provide the Audit Committee with independent and objective reports on the state of internal control of the various operating units within the Group and the extent of compliance of these units with the Group’s established policies and procedures as well as relevant statutory requirements.

Further details of the activities of the internal audit department are set out in the Internal Control Statement.

During the financial year, the cost involved in performing in-house internal audit function is approximately RM224,000/-.

STATEMENT ON SHARE ISSUANCE SCHEME BY THE COMMITTEE

There is no Share Issuance Scheme established for the employees during the year ended 31 March 2015.



CORPORATE SOCIAL RESPONSIBILITY

As part of our commitment to be a responsible corporate citizen, the Group continues to place great emphasis on corporate social responsibility and embarked on its mission by focusing on three primary areas namely Workplace, Environment and Community.

Workplace

We believe that employees are a crucial asset and major contributor to our success. The Group sponsors employees to attend external seminars, occupational safety and health training as well as management and financial skill upgrading programmes to strengthen their competencies, skills and knowledge with the aim to embed the high standard required to enhance work quality and achieve optimal job performance.

Health and safety is given the highest priority within the Group’s operations. Benefits extended to all employees include accident and disability insurance, maternity/paternity leave and medical coverage for employees’ non-working spouses. At construction sites, all employees, contractors and sub-contractors are required to comply with good safety practices and be properly attired with safety devices.

To encourage unity and teamwork among all employees, sports activities and trips were organised to encourage employees to mingle and interact with one another to foster goodwill and build closer working relationships.

Environment

As a responsible property developer, the Group is committed to preserve the environment and minimise any harmful environmental impact by conforming to the regulations set by the Department of Environment. Before starting any major property development projects, the Group engages independent consultants to conduct environment impact assessments in accordance with the Environment Quality Act.

In order to conserve energy and prevent global warming, the Group has introduced ways of cutting electricity consumption by turning off light and air conditioners during lunch break and to reduce waste, the Group encourages the use of recycled papers.

GST Seminar at Sungai Long Golf & Country Club, Bandar Sungai Long, Kajang.

Community

The Group contributed in cash and in kind to underprivileged and disable groups.


FINANCIAL STATEMENTS

Directors’ Report 38

Statement by Directors 42

Statutory Declaration 42

Independent Auditors’ Report 43

Statements of Comprehensive Income 45

Statements of Financial Position 46

Statements of Changes in Equity 48

Statements of Cash Flows 50

Notes to the Financial Statements 52


Your Directors have pleasure in submitting the Directors’ report and the audited financial statements of the Group and of the Company for the year ended 31 March 2015.

Principal activities

SHL Consolidated Bhd. is an investment holding company and it provides strategic, financial and corporate planning services. SHL Consolidated Bhd. and its subsidiaries are an integrated commercial and residential property development group which are also involved in granite quarrying and manufacturing of aggregates, general building construction, earthworks, infrastructure works, renting out of plant and machineries, the ownership and operation of a golf resort, the manufacture of clay bricks, supply of finished brickworks of wall and other brick structures, the provision of professional construction management and geo-technical services, the marketing and distribution of building materials, rental of properties and money lending business.

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

Financial results

Group Company RM’000 RM’000

Profit before taxation 123,230 51,455Malaysian taxation (19,038) (6)

Profit for the year 104,192 51,449Other comprehensive income, net of tax 42,036 -

Total comprehensive income for the year 146,228 51,449

Total comprehensive income for the year attributable to:• equity holders of the Company 145,488 51,449• non-controlling interests 740 -

146,228 51,449

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, other than those disclosed in the financial statements.

DIRECTORS’ REPORTfor the year ended 31 March 2015


Dividends

The amounts of dividends declared, paid and proposed since the end of the previous financial year were as follows:-

RM’000

Dividends paid:• Second interim single-tier dividend of 7 Sen per share in respect of financial year ended 2014 16,948• Final single-tier dividend of 5 Sen per share in respect of financial year ended 2014 12,106• First interim single-tier dividend of 7 Sen per share in respect of financial year ended 2015 16,949

46,003

Dividend declared:• Second interim single-tier dividend of 10 Sen per share in respect of financial year ended 2015 24,212Dividend proposed:• Final single-tier dividend of 8 Sen per share in respect of financial year ended 2015 19,370

Movements of reserves and provisions

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

Share capital

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

Share options

There were no share options granted during the financial year or unissued shares under option at the end of the financial year, in respect of shares in the Company.

Directors

The Directors in office since the date of the last report are:-

Y.A.M. Tengku Abdul Samad Shah Ibni Almarhum Sultan Salahuddin Abdul Aziz Shah Dato’ Yap Teiong Choon Dato’ Ir. Yap Chong Lee Wong Tiek Fong Wong Yew Mei [Alternate Director to Wong Tiek Fong] Souren Norendra Ng Chin Hoo

DIRECTORS’ REPORTfor the year ended 31 March 2015 (cont’d)


Directors’ interests

According to the Register of Directors’ Shareholdings, particulars of interests in the shares in the Company and its related corporations during the financial year of those Directors holding office at the end of the financial year are as follows:-

Ordinary shares of RM1/- each 1 April 31 MarchCompany 2014 Addition Disposal 2015

Direct

Dato’ Yap Teiong Choon 5,283,869 - 1,000,000 4,283,869Dato’ Ir. Yap Chong Lee 3,235,519 - - 3,235,519Wong Tiek Fong 73,800 16,200 10,000 80,000Wong Yew Mei [Alternate Director to Wong Tiek Fong] 236,150 - - 236,150

Indirect

Y.A.M. Tengku Abdul Samad Shah Ibni Almarhum Sultan Salahuddin Abdul Aziz Shah 21,222,437 - - 21,222,437Dato’ Yap Teiong Choon 57,659,844 1,000,000 - 58,659,844Dato’ Ir. Yap Chong Lee 91,225,143 3,600,000 - 94,825,143

By virtue of their interests in the Company, the following Directors are also deemed to be interested in the shares of all the subsidiaries to the extent of the shares held by the Company, and there were no changes in these interests.

Dato’ Yap Teiong Choon Dato’ Ir. Yap Chong Lee

Directors’ benefits

Since the end of the previous financial year, no Director of the Company has received or become entitled to receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by Directors shown in the financial statements, or the fixed salary of a full-time employee of the Company) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which the Director is a member, or with a company in which the Director has a substantial financial interest, other than those disclosed in the financial statements.

Neither during nor at the end of the financial year, was the Company a party to any arrangements whose object is to enable the Directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.

Other statutory information

Before the statements of comprehensive income and statements of financial position of the Group and of the Company were made out, the Directors took reasonable steps:

(a) to ascertain the action taken in relation to the writing off of bad debts and the making of provision for doubtful debts and had satisfied themselves that there were no known bad debts and that adequate provision had been made for doubtful debts; and



Other statutory information (Continued)

(b) to ensure that any current assets which were unlikely to realise their book values in the ordinary course of business had been written down to their expected realisable values.

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

(a) which would render it necessary to write off any bad debts or the amount of the provision for doubtful debts inadequate to any substantial extent or the values attributed to current assets of the Group and of the Company misleading; and

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

In the interval between the end of the financial year and the date of this report:

(a) no item, transaction or event of a material and unusual nature has arisen which, in the opinion of the Directors, would substantially affect the results of the operations of the Group and of the Company for the current financial year; and

(b) no charge has arisen on the assets of the Group and of the Company which secures the liability of any other person nor has any contingent liability arisen in the Group and in the Company.

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

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 which would render any amount stated in the financial statements misleading.

Ultimate holding company

The Company is not a subsidiary of another corporation at the end of the financial year.

Auditors

Messrs. Khoo Wong & Chan have indicated their willingness to continue in office.

On behalf of the Board,

________________________________________Dato’ Yap Teiong Choon

________________________________________Dato’ Ir. Yap Chong Lee

Kuala Lumpur,15 July 2015



We, Dato’ Yap Teiong Choon and Dato’ Ir. Yap Chong Lee being the Directors of SHL Consolidated Bhd. do hereby state on behalf of the Board of Directors that in our opinion, the financial statements set out on pages 45 to 116 give a true and fair view of the financial position of the Group and of the Company as at 31 March 2015 and of their financial performance, changes in equity and cash flows for the year ended on that date in accordance with Financial Reporting Standards and the requirements of the Companies Act 1965 in Malaysia.

The information set out in Note 39 to the financial statements has been prepared in accordance with the 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.

On behalf of the Board,

Dato’ Yap Teiong Choon Dato’ Ir. Yap Chong Lee


I, Wong Tiek Fong, I/C No. 620620-06-5161, being the Director primarily responsible for the accounting records and financial management of SHL Consolidated Bhd. do solemnly and sincerely declare that the financial statements set out on pages 45 to 116 are to the best of my knowledge and belief, correct and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared by )Wong Tiek Fong I/C No. 620620-06-5161 )at Kuala Lumpur in the Federal Territory )on 15 July 2015 ) Wong Tiek Fong

Before me,

Mohan A.S. Maniam (W521)Commissioner for Oaths

STATEMENT BY DIRECTORS

STATUTORY DECLARATION


INDEPENDENT AUDITORS’ REPORTto the members of SHL Consolidated Bhd.

Report on the Financial Statements

We have audited the accompanying financial statements of SHL Consolidated Bhd., which comprise the statements of financial position as at 31 March 2015 of the Group and of the Company, and the statements of comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company for the year then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages 45 to 116.

Directors’ Responsibility for the Financial Statements

The Directors of the Company are responsible for the preparation of financial statements so as to give a true and fair view in accordance with Financial Reporting Standards and the requirements of the Companies Act 1965 in Malaysia. The Directors are also responsible for such internal control as the Directors determine is 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 judgment, 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 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 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 give a true and fair view of the financial position of the Group and of the Company as at 31 March 2015 and of their financial performance, changes in equity and cash flows for the year then ended in accordance with Financial Reporting Standards and the requirements of the Companies Act 1965 in Malaysia.


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 have been properly kept in accordance with the provisions of the said Act.

(b) WearesatisfiedthatthefinancialstatementsofthesubsidiariesthathavebeenconsolidatedwiththeCompany’sfinancialstatementsareinformandcontentappropriateandproperforthepurposesof the preparation of the financial statements of theGroup andwe have received satisfactoryinformation and explanations required by us for those purposes.

(c) Ourauditreportsonthefinancialsstatementsofthesubsidiariesdidnotcontainanyqualificationorany adverse comment made under Section 174(3) of the Act.

Other Reporting Responsibilities

The supplementary information set out in Note 39 is disclosed to meet the requirement of Bursa Malaysia Securities Berhad and is not part of the financial statements. The Directors are responsible for thepreparationof thesupplementary information inaccordancewithGuidanceonSpecialMatterNo.1,DeterminationofRealisedandUnrealisedProfitsorLossesintheContextofDisclosurePursuanttoBursaSecuritiesBerhadListingRequirements,asissuedbytheMalaysianInstituteofAccountants(MIAGuidance)and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information isprepared, inallmaterial respects, inaccordancewith theMIAGuidanceandthedirectiveofBursaMalaysia 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.

Khoo Wong & Chan Wong Fen KongChartered Accountants Partner(AF: 0736) 683/3/17(J/PH) Chartered Accountant


INDEPENDENT AUDITORS’ REPORTto the members of SHL Consolidated Bhd. (cont’d)


STATEMENTS OF COMPREHENSIvE INCOME for the year ended 31 March 2015

Group Company Note 2015 2014 2015 2014 RM’000 RM’000 RM’000 RM’000

Revenue 5 230,564 205,291 47,022 42,231Cost of sales (121,677) (111,777) - -

Gross profit 108,887 93,514 47,022 42,231Other operating income 18,059 12,613 4,854 2,472Distribution costs (8,730) (12,665) - -Administration expenses (7,853) (5,899) (421) (501)Impairment loss on property, plant and equipment - (14,142) - -

Profit from operations 110,363 73,421 51,455 44,202Finance costs (83) (137) - -Profit from associate 12,950 6,758 - -

Profit before taxation 6 123,230 80,042 51,455 44,202Taxation 7 (19,038) (21,221) (6) (2)

Profit for the year 104,192 58,821 51,449 44,200

Other comprehensive income:• effect of a change in imposition of tax rate relating to revaluation of land - (6,290) - -• revaluation surplus of land and buildings 44,135 - - -• income tax relating to revaluation surplus (2,099) - - -

Total comprehensive income for the year 146,228 52,531 51,449 44,200

Profit for the year attributable to:• equity holders of the Company 103,452 58,335 51,449 44,200• non-controlling interests 740 486 - -

104,192 58,821 51,449 44,200

Total comprehensive income for the year attributable to:• equity holders of the Company 145,488 52,045 51,449 44,200• non-controlling interests 740 486 - -

146,228 52,531 51,449 44,200

Sen SenEarnings per share 8 Basic and fully diluted 42.73 24.09

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



ASSETSNon-current assets

Property, plant and equipment 9 221,761 188,472 - -Prepaid lease payments 10 706 716 - -Investment in subsidiaries 11 - - 426,293 421,439Investment in associate 12 24,798 11,848 - -Investment properties 13 70,400 65,312 - -Land held for property development 14 3,909 9,088 - -Investments 15 7,725 7,732 - -Trust account 2,134 1,902 - -Deferred tax assets 16 6,332 1,825 - -

337,765 286,895 426,293 421,439

Current assets

Prepaid lease payments 10 10 10 - -Amounts due from subsidiaries 17 - - 98,911 96,702Property development costs 18 213,206 108,849 - -Inventories 19 13,003 10,756 - -Trade receivables 20 114,910 35,382 - -Other receivables 21 7,936 9,950 - 73Current tax assets 2,309 1,694 - -Cash and deposits 22 215,590 306,665 746 883

566,964 473,306 99,657 97,658

904,729 760,201 525,950 519,097

STATEMENTS OF FINANCIAL POSITION as at 31 March 2015



STATEMENTS OF FINANCIAL POSITION as at 31 March 2015 (cont’d)



EQUITY AND LIABILITIESEquity attributable to equity holders of the Company

Share capital 23 242,124 242,124 242,124 242,124Reserves 24 452,282 352,797 201,846 196,400

694,406 594,921 443,970 438,524Non-controlling interests 19,795 19,055 - -

TOTAL EQUITY 714,201 613,976 443,970 438,524

Non-current liabilities

Deferred tax liabilities 16 24,177 22,819 - -Finance lease liabilities 25 655 961 - -Club establishment fund 26 11,819 11,826 - -

36,651 35,606 - -

Current liabilities

Amounts due to subsidiaries 17 - - 81,944 80,544Trade payables 27 135,108 98,435 - -Other payables 28 10,842 9,846 34 27Current tax liabilities 7,303 1,472 2 2Finance lease liabilities 25 624 866 - -

153,877 110,619 81,980 80,573

TOTAL LIABILITIES 190,528 146,225 81,980 80,573

TOTAL EQUITY AND LIABILITIES 904,729 760,201 525,950 519,097


STATEMENTS OF CHANGES IN EQUITYfor the year ended 31 March 2015

Total attributable to equity holders Non-Group Note Share Share *Other Retained of the controlling Total2015 capital premium reserves profits Company interests equity RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 1 April 2014 242,124 1,225 (78,887) 430,459 594,921 19,055 613,976Total comprehensive income for the year - - 42,036 103,452 145,488 740 146,228Transfer within reserves:• realisation of revaluation surplus - - 14,662 (14,662) - - - Transaction with owners:• dividends 29 - - - (46,003) (46,003) - (46,003)

At 31 March 2015 242,124 1,225 (22,189) 473,246 694,406 19,795 714,201

2014

At 1 April 2013 242,124 1,225 (76,947) 410,977 577,379 18,569 595,948Total comprehensive income for the year - - (6,290) 58,335 52,045 486 52,531Transfer within reserves:• realisation of revaluation surplus - - 4,350 (4,350) - - - Transaction with owners:• dividends 29 - - - (34,503) (34,503) - (34,503)

At 31 March 2014 242,124 1,225 (78,887) 430,459 594,921 19,055 613,976

* Analysis of other reserves:

Revaluation Capital MergerGroup surplus reserves deficit Total2015 RM’000 RM’000 RM’000 RM’000

At 1 April 2014 40,537 11,040 (130,464) (78,887)Total comprehensive income for the year 42,036 - - 42,036Transfer within reserves:• realisation of revaluation surplus 14,662 - - 14,662

At 31 March 2015 97,235 11,040 (130,464) (22,189)

2014

At 1 April 2013 42,477 11,040 (130,464) (76,947)Total comprehensive income for the year (6,290) - - (6,290)Transfer within reserves:• realisation of revaluation surplus 4,350 - - 4,350

At 31 March 2014 40,537 11,040 (130,464) (78,887)



STATEMENTS OF CHANGES IN EQUITYfor the year ended 31 March 2015 (cont’d)

* Analysis of other reserves (continued):

Share Share *Other Retained TotalCompany capital premium reserves profits equity2015 Note RM’000 RM’000 RM’000 RM’000 RM’000

At 1 April 2014 242,124 1,225 27,738 167,437 438,524 Total comprehensive income or the year - - - 51,449 51,449 Transaction with owners: • dividends 29 - - - (46,003) (46,003)

At 31 March 2015 242,124 1,225 27,738 172,883 443,970

2014

At 1 April 2013 242,124 1,225 27,738 157,740 428,827 Total comprehensive income for the year - - - 44,200 44,200 Transaction with owners: • dividends 29 - - - (34,503) (34,503)

At 31 March 2014 242,124 1,225 27,738 167,437 438,524

*Analysis of other reserves:

Merger CapitalCompany reserve reserve Total2015 RM’000 RM’000 RM’000

At 1 April 2014 and 31 March 2015 4,377 23,361 27,738

2014

At 1 April 2013 and 31 March 2014 4,377 23,361 27,738




Cash flows from operating activitiesProfit before taxation 123,230 80,042 51,455 44,202

Adjustments for:Depreciation and amortisation 11,937 2,218 - -Gain on disposal of property, plant and equipment (16) (3,433) - -Reversal of impairment loss on subsidiaries - - (4,854) (2,472)Impairment loss on property, plant and equipment - 14,142 - -Derecognition of property, plant and equipment 1 409 - -Fair value gain on investment properties (5,088) - - -Derecognition of investments 4 - - -Gain on disposal of investments (5) - - -Interest expenses 80 157 - -Interest income (9,029) (8,475) (22) (11)Dividend income - - (47,000) (42,220)Profit from associate (12,950) (6,758) - -

Operating profit/(loss) before working capital changes 108,164 78,302 (421) (501)(Increase)/decrease in inventories and property development costs 30 (101,386) 2,910 - -(Increase)/decrease in receivables (77,514) 8,316 (2,136) (2,000)Increase/(decrease) in payables 37,669 63,146 1,407 (7,700)

Cash generated from/ (absorbed by) operations (33,067) 152,674 (1,150) (10,201)Tax paid (20,012) (15,060) (6) -Tax refunded 942 1,325 - 341

Net cash from/(used in) operating activities (52,137) 138,939 (1,156) (9,860)

STATEMENTS OF CASH FLOWSfor the year ended 31 March 2015



STATEMENTS OF CASH FLOWSfor the year ended 31 March 2015 (cont’d)



Cash flows from investing activitiesClaim received from trust account (232) (238) - -Purchase of:• property, plant and equipment 31 (761) (2,229) - -• land held for property development (39) (409) - -Proceeds from:• disposal of property, plant and equipment 16 4,743 - -• disposal of investments 8 - - -Interest received 9,029 8,475 22 11Dividends received - - 47,000 42,220

Net cash from/(used in) investing activities 8,021 10,342 47,022 42,231

Cash flows from financing activitiesProceeds/(Repayment) of club members’ deposits (7) 25 - -Payment of finance lease liabilities (869) (1,195) - -Interest paid (80) (157) - -Dividends paid to shareholders of the Company (46,003) (34,503) (46,003) (34,503)

Net cash from/(used in) financing activities (46,959) (35,830) (46,003) (34,503)

Net increase/(decrease) in cash and cash equivalents (91,075) 113,451 (137) (2,132)Cash and cash equivalents at 1 April 306,665 193,214 883 3,015

Cash and cash equivalents at 31 March 215,590 306,665 746 883

Analysis of cash and cash equivalentsCash and deposits 215,590 306,665 746 883


These notes form an integral part of and should be read in conjunction with the accompanying financial statements.

1. GENERAL INFORMATION

1.1 Principal activities

The Company is an investment holding company and it provides strategic, financial and corporate planning services.

The Group is an integrated commercial and residential property developer and is also involved in granite quarrying and manufacturing of aggregates, general building construction, earthworks, infrastructure works, renting out of plant and machineries, the ownership and operation of a golf resort, the manufacture of clay bricks, supply of finished brickworks of wall and other brick structures, the provision of professional construction management and geo-technical services, the marketing and distribution of building materials, rental of properties and money lending business.

1.2 Legal form and domicile

The Company is a public limited liability company, incorporated and domiciled in Malaysia and listed on the Main Market of Bursa Malaysia Securities Berhad.

1.3 Registered office and principal place of business

The addresses of the registered office and principal place of business are as follows:-

Registered office 6th Floor, Wisma Sin Heap Lee, 346 Jalan Tun Razak, 50400 Kuala Lumpur.

Principal place of business 16th Floor, Wisma Sin Heap Lee, 346 Jalan Tun Razak, 50400 Kuala Lumpur.

1.4 Authorisation for issue

The financial statements were authorised for issue by the Directors on 15 July 2015.

2. FINANCIAL RISK MANAGEMENT POLICIES

The Group and the Company’s financial risk management policies seek to ensure that adequate financial resources are available for the development of the Group and of the Company’s businesses whilst managing their risks. The Group and the Company operate within clearly defined guidelines that are approved by the Board and the Group and the Company’s policies are to forbid speculative transactions.

The main areas of financial risks faced by the Group and by the Company and the policies in respect of the major areas of treasury activity are set out as follows:

NOTES TO THE FINANCIAL STATEMENTS31 March 2015


NOTES TO THE FINANCIAL STATEMENTS31 March 2015 (cont’d)

2. FINANCIAL RISK MANAGEMENT POLICIES (CONTINUED)

2.1 Foreign currency risk

The Group and the Company are exposed to foreign currency risk as a result of their normal trading activities, where the currency denomination differs from the local currency, Ringgit Malaysia (RM). The Group and the Company’s policies are to keep their foreign currency risk exposure to an acceptable level.

2.2 Interest rate risk

The Group and the Company place surplus funds in the form of short-term deposits with reputable financial institutions to earn interest income based on prevailing market rates. The Group and the Company manage their interest rate risk by placing such funds for the maturity periods of 12 months or less.

The Group and the Company’s policies are to borrow principally on the floating rate basis but to retain a proportion of fixed rate debt. The objectives for the mix between floating and fixed rate borrowings are set to reduce the impact of an upward change in interest rates while enabling benefits to be enjoyed if interest rates fall.

2.3 Market risk

The Group and the Company’s principal exposure to market risk arises mainly from the changes in equity prices. The Group and the Company manage the risk of unfavourable changes by cautious review of the investments before investing and continuous monitoring of their performance and risk profiles.

2.4 Credit risk

The credit risk is controlled by the application of credit approvals, limits and monitoring procedures. This is done through reference to published credit ratings by prime financial institutions. In the absence of published ratings, an internal credit review is conducted if the credit risk is material.

2.5 Liquidity and cash flow risks

The Group and the Company seek to achieve a balance between certainty of funding even in difficult times for the markets or the Group and the Company and a flexible, cost-effective borrowing structure. This is to ensure that at the minimum, all projected net borrowing needs are covered by committed facilities. Also, the objective for debt maturity is to ensure that the amount of debt maturing in any one year is within the Group and the Company’s means to repay and refinance.

3. BASIS OF PREPARATION

3.1 Statement of compliance

The financial statements comply with Financial Reporting Standards (FRSs) and the provisions of the Companies Act 1965 in Malaysia. These financial statements also comply with the applicable disclosure provisions of the Listing Requirements of the Bursa Malaysia Securities Berhad.

3.2 Basis of measurement

The financial statements of the Group and of the Company have been prepared under the historical cost basis, unless otherwise indicated in the following significant accounting policies.



3. BASIS OF PREPARATION (CONTINUED)

3.3 Functional and presentation currency

The financial statements are presented in Ringgit Malaysia (RM), which is the Group and the Company=s functional currency. All financial information presented in RM had been rounded to the nearest thousand.

3.4 Use of estimates and judgements

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying amounts of assets and liabilities that are rarely apparent from other sources. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.

Estimates and judgements

The following are the estimates and judgements made by management in the process of applying the Group and the Company’s accounting policies that have the most significant effect on the amounts recognised in the financial statements.

(a) Estimated useful lives and impairment assessment of property, plant and equipment

The Group reviews annually the estimated useful lives and assesses for indicators of impairment of property, plant and equipment based on factors such as business plan and strategies, historical sector and industry trends, general market and economic conditions, expected level of usage and future technological developments and other available information. Future results of operations could be materially affected by changes in these estimates brought about by changes in the factors mentioned. An impairment or a reduction in the estimated useful lives of property, plant and equipment increases recorded impairment or depreciation and decreases property, plant and equipment or vice versa.

(b) Classification between investment properties and property, plant and equipment

The Group has developed certain criteria based on FRS 140 in making judgement whether a property qualifies as an investment property. Investment property is a property held for earning rentals or capital appreciation or both. Judgement is made on an individual property basis to determine whether the property qualifies as an investment property.

(c) Fair values of investment properties and property, plant and equipment

Fair values of investment properties and land and buildings classified as property, plant and equipment are determined by the Directors by comparing their current value with recent sale of similar properties in the vicinity with appropriate adjustments made to differences in location, floor area and other relevant factors before arriving at the fair values of the properties. The determination of appropriate adjustments to the recent sale value involves a degree of judgement before arriving at the respective properties’ fair values.



3. BASIS OF PREPARATION (CONTINUED)

3.4 Use of estimates and judgements (continued)

Estimates and judgements (continued)

(d) Property development and construction contracts

The Group recognises property development and contract revenue and costs in profit or loss by using the percentage of completion method. The percentage of completion is determined by reference to surveys of work performed.

Significant judgement is required in determining the percentage of completion, the extent of property development and contract costs incurred, the estimated total property development and contract revenue and costs, as well as the recoverability of the development and contract projects. In making the judgement, the Group evaluates it by relying on past experience and the work of specialists.

(e) Legal proceedings

The Group reviews outstanding legal proceedings to assess the need for provisions in the financial statements by considering the following factors:

• Nature of the litigation, claim or assessment; • Legal processes and potential level of damages in the jurisdiction where the litigation, claim or assessment has been brought; • Progress of the legal proceedings; • Opinions or views of legal counsel and other advisers; • Experience of similar cases; and • Decision as to how the Group will respond to the litigation, claim or assessment.

Application of accounting principles to legal proceedings is inherently difficult, given the complex nature of the facts and law involved as it requires the Group to make determinations about various factual and legal matters beyond its control.

The Group recognises provision in the statement of financial position for pending litigation when:

• An unfavourable outcome is probable; and • A reliable estimate of the amount can be made.

In instances where the above criteria remain unmet, a contingent liability may be disclosed in notes to the financial statements.

4. SIGNIFICANT ACCOUNTING POLICIES

4.1 Financial Reporting Standards (FRSs)

A. Amendments to FRSs and IC Interpretation (‘Standards’) that are effective for current financial year

The following Standards are applicable to the Group and the Company, which are effective for the Group and the Company’s financial year beginning on 1 April 2014:-

Amendments to FRS 132 Financial Instruments: Presentation Amendments to FRS 136 Impairment of Assets Amendments to FRS 139 Financial Instruments: Recognition and Measurement IC Interpretation 21 Levies



4. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

4.1 Financial Reporting Standards (FRSs) (continued)

A. Amendments to FRSs and IC Interpretation (‘Standards’) that are effective for current financial year (continued)

The impact of the initial application is summarised below:-

Standards Impact of initial application

Amendments to FRS 132 The amendments to FRS 132 clarify the following requirements for offsetting financial instruments:

• the meaning of “currently has a legally enforceable right to set-off”; and • that some gross settlement systems may be considered equivalent to net settlement

The amendments are to be applied retrospectively. The initial application of the amended FRS 132 has immaterial impact on the Group and the Company’s financial statements.

Amendments to FRS 136 The amendments clarify that recoverable amount (determined based on fair value less costs of disposal) is required to be disclosed only when an impairment loss is recognised or reversed. In addition, there are new disclosure requirements about fair value measurement when impairment or reversal of impairment is recognised, for example:-

• The level of the fair value hierarchy within which the fair value measurement is categorised; and

• The valuation technique used for fair value measurement categorised within levels 2 and 3 of the fair value hierarchy, and the key valuation assumptions made.

The initial application of the amendments has immaterial impact on the Group and the Company’s financial statements.

Amendments to FRS 139 The amendments provide relief from discontinuing hedge accounting in a situation where a derivative, which has been designated as a hedging instrument, is novated to effect clearing with a central counterparty as a result of laws or regulations, if specific conditions are met.


IC Interpretation 21 This interpretation clarifies that an entity recognises a liability for a levy when the activity that triggers payment, as identified by the relevant legislation, occurs. For a levy that is triggered upon reaching a minimum threshold, the interpretation clarifies that no liability should be anticipated before the specified minimum threshold is reached.






B. New FRSs, Amendments to FRSs and Improvements to FRSs (‘Standards’) that are yet to be effective for current financial year

No early adoption is made by the Group and the Company on the following Standards that are expected to have application to the Group and the Company’s operations. These Standards have been issued by the MASB, but yet to be effective:-

Effective for financial periods beginning on or after 1 July 2014 Amendments to FRS 119 Employee Benefits Annual Improvements to FRS 2010 – 2012 Cycle Annual Improvements to FRS 2011 – 2013 Cycle Effective for financial periods beginning on or after 1 January 2016 Amendments to FRS 10 Consolidated Financial Statements Amendments to FRS 11 Joint Arrangements Amendments to FRS 12 Disclosure of Interests in Other Entities Amendments to FRS 101 Presentation of Financial Statements Amendments to FRS 116 Property, Plant and Equipment Amendments to FRS 127 Separate Financial Statements Amendments to FRS 128 Investment in Associates and Joint Ventures Annual Improvements to FRSs 2012 – 2014 Cycle Effective for financial periods beginning on or after 1 January 2018 FRS 9 Financial Instruments

The expected impact of the initial application is summarised below:-


Amendments to FRS 119 The amendments provide a practical expedient in accounting for contributions from employees or third parties to defined benefit plans.

If the amount of the contributions is independent of the number of years of service, an entity is permitted to recognise such contributions as a reduction in the service cost in the period in which the related service is rendered, instead of attributing the contributions to the periods of service.

However, if the amount of the contributions is dependent on the number of years of service, an entity is required to attribute those contributions to periods of service using the same attribution method required by FRS 119 for the gross benefit (i.e. either based on the plan’s contribution formula or on a straight-line basis).

The amendments are to be applied retrospectively. The initial application of the amended FRS 132 is expected to have immaterial impact on the Group and the Company’s financial statements.





B. New FRSs, Amendments to FRSs and Improvements to FRSs (‘Standards’) that are yet to be effective for current financial year (continued)

The expected impact of the initial application is summarised below (continued):-


Annual Annual Improvements contain amendments to the following Improvements to FRSs: FRSs that are expected to have application to the Group and • 2010-2012 Cycle the Company:• 2011-2013 Cycle

Annual Improvements to FRSs 2010-2012 Cycle:• FRS 3 Business Combinations• FRS 8 Operating Segments• FRS 116 Property, Plant and Equipment• FRS 124 Related Party Disclosures• FRS 138 Intangible Assets

Annual Improvements to FRSs 2011-2013 Cycle:• FRS 3 Business Combinations• FRS 13 Fair Value Measurement• FRS 140 Investment Property

The initial application of these improvements has immaterial impact on the Group and the Company’s financial statements.

Amendments to FRS 10 The amendments address an acknowledged inconsistency and FRS 128 between the requirements in FRS 10 Consolidated Financial Statements and those in FRS 128, in dealing with the sale or distribution of assets between an investor and its associate or joint venture.

The main consequences of the amendments are as follows:-

• a full gain or loss is recognised when a transaction involves a business (whether it is housed in a subsidiary or otherwise), as defined in FRS 3 Business Combinations; and

• a partial gain or loss is recognized when a transaction involves assets that contain no business, even if these assets are housed in subsidiary.

The amendments are to be applied prospectively. The initial application of the amendments is expected to have immaterial impact on the Group and the Company’s financial statements.








Amendments to FRS 11 The amendments clarify that when an entity acquires an interest in a joint operation in which the activity of the joint operation constitutes a business, as defined in FRS 3 Business Combinations, it shall apply the relevant accounting principles on business combinations in FRS 3, and other FRSs. Some of the impact arising may be the recognition of goodwill, recognition of deferred tax and recognition of acquisition- related costs as expenses.

The amendments has no application to joint operations under common control.


Amendments to FRS 101 The amendments aim to improve the effectiveness of disclosures and are designed to encourage companies to apply professional judgement in determining the information (including where and in what order) to be disclosed in the financial statements.

The amendments mark the completion of the five, narrow-focus improvements to disclosure requirements.


Amendments to FRS 116 There are 2 amendments to FRS 116:

• The amendments issued in July 2014 prohibit entities from using a revenue-based-depreciation method for items of property, plant and equipment.

• The amendments issued in September 2014 define a bearer plant and require biological assets that meet the definition of a bearer plant to be accounted for as property, plant and equipment in accordance with FRS 116, instead of FRS 141.









Amendments to FRS 127 The amendments allow a parent and investor to use the equity method in its separate financial statement to account for investments in subsidiaries, joint ventures and associates, in addition to the existing options.

The amendments are to be applied retrospectively. The initial application of the amendments is expected to have immaterial impact on the Group and the Company’s financial statements.

Annual Improvements to Annual Improvements to FRSs 2012-2014 Cycle that are FRSs 2012-2014 Cycle expected to have application to the Group and the Company:

• FRS 5 Non-current Assets Held for Sale and Discontinued Operations

• FRS 7 Financial Instruments: Disclosures• FRS 119 Employee benefits• FRS 134 Interim Financial Reporting

The initial application of these improvements is expected to have immaterial impact on the Group and the Company’s financial statements.

FRS 9 FRS 9 published in July 2014, replaces the existing guidance in FRS 139 Financial Instruments: Recognition and Measurement.

FRS 9 carries forward the guidance on recognition and derecognition of financial instruments from FRS 139, but it introduces:

• A revised guidance on the classification and measurement of financial instruments,

• A new expected credit loss model for calculating impairment on financial assets, and

• A new general hedge accounting requirements.

FRS 9 carries forward the guidance on recognition and derecognition of financial instruments from FRS 139.

The Directors of the Group and the Company anticipate that the application of FRS 9 may have a material impact on amounts reported in respect of the Group and the Company’s financial assets and financial liabilities. However, it is impracticable to provide a reasonable estimate of the effect until the Group and the Company undertake a detailed review.




4.2 Malaysian Financial Reporting Standards (MFRSs)

To converge with International Financial Reporting Standards (‘IFRSs’) in 2012, the MASB had on 19 November 2011, issued a new MASB approved accounting framework, the Malaysian Financial Reporting Standards (‘MFRSs’), which is mandatory for financial periods beginning on or after 1 January 2012, with the exception of transitioning entities.

Transitioning entities (TE) include:

(a) entities that are within the scope of:

• MFRS 141 Agriculture; and • IC Interpretation 15 Agreements for Construction of Real Estate

(b) the parent, significant investor and venture of entities as stated in (a) above.

On 30 June 2012, the MASB has announced that, all TEs are allowed to further defer the adoption of the new MFRS Framework for an additional two years in view of the imminent changes in the agriculture and revenue standards by the International Accounting Standards Board (IASB). As a result, adoption of the MFRS Framework by TEs is mandatory for financial periods beginning on or after 1 January 2015.

On 2 September 2014, the MASB has issued the following standards:-

• MFRS 15 Revenue from Contracts with Customers;• Amendments to MFRS 116 Property, Plant and Equipment; and• Amendments to MFRS 141 Agriculture

Following the issuance of the above standards, the MASB has also announced that the transitioning entities shall be required to apply the MFRS Framework for annual periods beginning on or after 1 January 2017.

The Group and the Company qualify as a transitioning entity and thus expects to adopt the MFRS Framework for the financial period beginning on or after 1 April 2017. The Group and the Company are making an assessment of the financial impact and effects on disclosures and measurement ensuing from such convergence.

4.3 Consolidated financial statements

(i) Subsidiaries

Subsidiaries are those entities controlled by the Company. Control is achieved when the Company:-

• has power over the investee;• is exposed, or has rights, to variable returns from its involvement with the investee; and• has the ability to use its power to affect its returns.

The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Subsidiaries are consolidated using the acquisition method of accounting, except for those subsidiaries acquired under common control.




4.3 Consolidated financial statements (continued)

(i) Subsidiaries (continued)

Under the acquisition method of accounting, the consideration transferred is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. Contingent consideration is measured at fair value as part of the consideration transferred with subsequent adjustment resulting from events after the acquisition date recognised in profit or loss. Acquisition related costs are recognised as expenses in profit or loss in the period in which they are incurred.

If a business combination is achieved in stages, the previously held equity interest in the acquiree is remeasured to the acquisition-date fair value. Any resulting gain or loss is recognised in profit or loss.

Non-controlling interests that are present ownership interests entitling their holders to a proportionate share of the acquiree’s net assets in the event of liquidation may be initially measured either:

• at fair value; or• at the non-controlling interests’ proportionate share of the recognised amounts of the

acquiree’s identifiable net assets.

The choice of measurement is made on a transaction-by-transaction basis. Other types of non-controlling interest are measured at fair value.

Identifiable assets acquired, liabilities and contingent liabilities assumed in a business combination are measured initially at acquisition-date fair value. Any excess of (a) over (b) below is recognised as goodwill in the statements of financial position:-

(a) the sum of:

• the fair value of consideration transferred;• the amount of non-controlling interests in the acquiree (if any); and• the fair value of Group’s previously held equity interests in the acquiree (if any).

(b) the Group’s share of the fair value of the identifiable net assets acquired at the acquisition date.

In instances where (b) exceeds (a), the excess is recognised as a gain on bargain purchase directly in profit or loss on the acquisition date.

All intragroup transactions, balances and unrealised gains and losses are eliminated in full. Intragroup unrealised losses may indicate an impairment that requires recognition in the consolidated financial statements.

Loss of control

Upon a loss of control, 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 gain or loss arising from the loss of control of a subsidiary is recognised in profit or loss and measured as the difference between:





(i) Subsidiaries (continued)

Loss of control (continued)

• aggregate of the fair value of the consideration received and the fair value of any retained interest and

• previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests.

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.

Transactions with non-controlling interests

Non-controlling interests represent that portion of the profit or loss and net assets of a subsidiary attributable to equity interests that are not owned, directly or indirectly by the Group. It is measured at:-

• the non-controlling interests’ share of the fair value of the subsidiary’s identifiable assets and liabilities at the acquisition date; and

• changes in the subsidiary’s equity since that date.

Total comprehensive income is attributed to the Group and the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

Changes in the Group=s ownership interest in a subsidiary without loss of control are accounted for as equity transactions. In such circumstances, the carrying amounts of the controlling and non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling interests is adjusted and the fair value of consideration paid or received is recognised directly in equity and attributed to the Group.

(ii) Business combination under common control

Business combinations under common control are accounted for using the predecessor method of merger accounting. Under the predecessor method of merger accounting, the profit or loss and other comprehensive income include the results of each of the combining entities from the earliest date presented or from the date when these entities came under the control of the common controlling party (if later).

The assets and liabilities of the combining entities are recognised basing on the carrying amounts from the perspective of the common controlling party, or the combining entities if the common controlling party prepares no consolidated financial statements.

The difference in the cost of combination over the aggregate carrying amounts of the assets and liabilities of the combining entities as at the date of the combination is recognised directly in equity. Transaction costs for the combination are recognised as expenses in the profit or loss.





(iii) Associates

Associates are entities in which the Group is in a position to exercise significant influence. Significant influence is the power to participate in the financial and operating policy decisions, but has no control over those policies.

Investments in associates are accounted for in the consolidated financial statements using the equity method of accounting and are initially measured at cost. The Group’s investment in associates includes goodwill identified on acquisition net of any accumulated impairment loss.

The Group assesses at each reporting date whether there is any objective evidence that an investment in the associate is impaired. If this is the case, the Group measures the amount of impairment as the difference between the recoverable amount of the associate and its carrying amount and recognises the amount in profit or loss.

The Group’s share of its associates’ post-acquisition profits or losses is recognised in the profit or loss, and its share of post-acquisition movements in reserves is recognised in other comprehensive income. Where necessary, adjustments are made to the results and net assets of associates to ensure consistency of accounting policies with those of the Group. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment.

When the Group’s share of losses in an associate equals or exceeds its interest in the associate, the Group discontinues recognising further losses, unless it has incurred obligations or made payments on behalf of the associate.

Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

When significant influence ceases, the disposal proceeds, if any, and the fair value of any retained investment are compared to the carrying amount of the investment as at that date. The difference together with any accumulated exchange differences that relate to the associate is recognised in the profit or loss as gain or loss on disposal of the associate. The remaining investment retained in the previous associate is subsequently accounted for as an available-for-sale financial asset in accordance with FRS 139.

4.4 Revenue recognition

Revenue is recognised to the extent that:-

• it is probable that the economic benefits will flow to the Group and the Company; and • it can be reliably measured.

The following specific recognition criteria must also be met before revenue is recognised:-

(i) Investment income

Dividend income from investments is recognised in profit or loss when the right to receive is established.




4.4 Revenue recognition (continued)

The following specific recognition criteria must also be met before revenue is recognised (continued):-

(ii) Income from property development and construction contracts

The Group recognises property development and construction contracts revenues using the percentage of completion method as described in Notes 4.17 and 4.18 respectively.

(iii) Interest income and rental income

Interest income and rental income are recognised on an accrual basis.

(iv) Income from sales of goods and services

Sales of goods are recognised when a Group entity has delivered products to the customer; the customer has accepted the products and collectibility of the related receivables is reasonably assured.

Sales of services are recognised in the accounting period in which the services are rendered, by reference to completion of the specific transaction assessed on the basis of the actual service provided as a proportion of the total services to be provided.

4.5 Employee benefits

(i) Short-term benefits

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

(ii) Defined contribution plans

As required by law, the Group and the Company make contributions to the state pension scheme, the Employees Provident Fund (“EPF”). Such contributions are recognised as expenses in profit or loss as incurred.

4.6 Borrowing costs

Borrowing costs incurred to finance the construction of any qualifying assets are capitalised as part of the cost of the assets during the period of time that is required to complete and prepare the asset for its intended use.

All other borrowing costs are recognised as expenses in profit or loss in which they are incurred.

4.7 Income taxes

Income tax expense represents the sum of the current tax and deferred tax.

Current tax and deferred tax are recognised in profit or loss except to the extent that they relate to a business combination or items recognised directly in equity or in other comprehensive income.




4.7 Income taxes (continued)

Current tax

The current tax is the amount of income taxes payable in respect of the taxable profit for a period. The Group and the Company’s liabilities for current tax are calculated using tax rates that have been enacted or substantively enacted by the reporting date.

Deferred tax

Deferred tax is recognised in full, using the liability method, on temporary differences arising between the carrying amounts of assets and liabilities in the financial statements and their tax bases. No deferred tax is recognised for the temporary differences arising from:-

• the initial recognition of goodwill;• the initial recognition of assets or liabilities in a transaction other than a business combination

and that affects neither accounting or taxable profit or loss. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised. Deferred tax asset 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 asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the assets is realised.

Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Group and the Company intend to settle their current tax assets and liabilities on a net basis.

4.8 Foreign currencies

The financial statements are presented in Ringgit Malaysia (RM).

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. At the reporting date, non-monetary items are translated at historical rates or rates prevailing when the fair value of the assets was determined. Monetary items are translated at the closing rate.

Foreign exchange gains and losses resulting from the settlement of such transactions and from there translation of monetary assets and liabilities at closing rate are recognised in profit or loss, except for foreign currency translation differences arising on the retranslation of available-for-sale equity instruments, which are recognised in other comprehensive income.

Foreign currency translation differences for non-monetary items such as investment properties held at fair value through profit or loss, are recognised in profit or loss as part of the fair value gain or loss. Foreign currency translation differences for non-monetary items such as property, plant and equipment at valuation are recognised directly in equity or profit or loss, where appropriate, as part of the revaluation surpluses or deficits.




4.8 Foreign currencies (continued)

The exchange rate used for the main foreign currency in the Group and in the Company is as follows:-

Period end rate 2015 2014 RM RM

United States (US$1) 3.71 3.27

4.9 Revaluations

The Group and the Company adopt the policy to revalue the land and/or buildings held as property, plant and equipment at least once in every 5 years or at such shorter period as may be considered to be appropriate based on the advice of external professional valuers and appraisers and / or Directors’ valuation.

A revaluation surplus is recognised in other comprehensive income and accumulated in equity under revaluation surplus, except to the extent that it reverses a revaluation decrease of the same asset previously recognised in profit or loss, in which case the increase is recognised in profit or loss.

A revaluation deficit is recognised in profit or loss, except to the extent that it offsets an existing surplus on the same asset carried in the revaluation surplus, in which case the decrease is recognised in other comprehensive income and it reduces the amount accumulated in equity under revaluation surplus.

On disposal of revalued asset, amount in revaluation surplus relating to that asset is transferred to retained profits.

4.10 Fair value measurement

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

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

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




4.10 Fair value measurement (continued)

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

Level 1 inputs are unadjusted quoted prices in active market for identical assets or liabilities

Level 2 inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities either directly or indirectly

Level 3 Inputs that are unobservable for the asset or liability

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

4.11 Impairment of assets

(i) Non-financial assets

The carrying amounts of assets, except construction contracts, property development costs, inventories, deferred tax assets and financial assets, are assessed for impairment when there is an indication that the assets might be impaired. For goodwill and intangible assets with indefinite useful life, the recoverable amount is estimated at each reporting date.

Impairment is measured by comparing the carrying amounts of the assets with their recoverable amounts. The recoverable amount is the higher of an asset’s fair value less costs of disposal and its value in use, which is measured by reference to discounted future cash flows. Recoverable amounts are estimated for individual assets, or if it is impossible, for the cash-generating unit (CGU). For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”). The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to cash-generating units that are expected to benefit from the synergies of the combination.

An impairment loss is recognised in profit or loss immediately, unless the asset is measured at revalued amount. Any impairment loss of a revalued asset is treated as a revaluation decrease to the extent of previously recognised revaluation surplus for the same asset.

Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis.

In respect of goodwill, no reversal is made for impairment loss previously recognised. In respect of other assets, subsequent increase in the recoverable amount of an asset is treated as reversal of the previous impairment loss. It is recognised to the extent of the carrying amount of the asset that would have determined (net of amortisation and depreciation) had no impairment loss been recognised. The reversal is recognised in profit or loss immediately, unless the asset is measured at revalued amount. A reversal of an impairment loss on a revalued asset is recognised in other comprehensive income and it increases the amount accumulated in equity under revaluation surplus. However, to the extent that an impairment loss on the same revalued asset was previously recognised as an expense in profit or loss, a reversal of that impairment loss is recognised as income in profit or loss.




4.11 Impairment of assets (continued)

(ii) Financial assets

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

Available-for-sale financial assets

(a) Quoted instruments:

• Equity instruments:

In the case of equity investments classified as available-for-sale, objective evidence of impairment includes:

• significant financial difficulty of the issuer or obligor;

• information about significant changes with an adverse effect that has taken place in the technological, market, economic or legal environment in which the issuer operates, and indicates that the cost of the investment in equity instrument may by impaired; and

• significant or prolonged decline in the fair value of the investment below its costs.

If an available-for-sale financial asset is impaired, an amount comprising the difference between its acquisition cost and its current fair value, less any impairment loss previously recognised in profit or loss, is transferred from other comprehensive income and recognised in profit or loss.

No reversal of impairment losses in profit or loss on available-for-sale equity investments in the subsequent periods. Increase in fair value, if any, subsequent to impairment loss is recognised in other comprehensive income.

• Debt instruments:

In the case of debt instruments classified as available-for-sale, impairment is assessed basing on the same criteria as financial assets measured at amortised cost. However, the amount recognised for impairment is the cumulative loss measured as the difference between the amortised cost and the current fair value, less any impairment loss on that investment previously recognised in profit or loss.

Further interest income continues to be accrued based on the reduced carrying amount of the asset, using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. The interest income is recognised as part of finance income.

If a subsequent year, the fair value of a debt instrument increases and the increase can be objectively related to an event occurring after the impairment loss was recognised, the previously recognised impairment loss is reversed in profit or loss.




4.11 Impairment of assets (continued)

(ii) Financial assets (continued)

Available-for-sale financial assets (continued)

(b) Unquoted instruments:

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 measured 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.

No reversal is made for such impairment losses in subsequent periods.

Loans and receivables

To assess whether there is objective evidence that an impairment loss on financial assets has been incurred, the Group and the Company consider factors such as:-

• probability of insolvency;• 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 to be unimpaired individually are subsequently assessed for impairment on a collective basis based on similar risk characteristics. Objective evidence of impairment for a portfolio of receivables includes:-

• the Group 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 derecognised from 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 is equal to or below its amortised cost at the reversal date. The amount of reversal is recognised in profit or loss.




4.12 Property, plant and equipment

Property, plant and equipment are measured at cost and valuation less accumulated depreciation and impairment losses.

Depreciation is recognised in profit or loss on a straight line basis over the estimated useful lives of items of property, plant and equipment, except those leased under finance lease, where applicable. If there is no reasonable certainty that the ownership will be transferred to the Group by the end of the lease term, an item of property, plant and equipment is depreciated over the shorter of its useful life and the lease term.

No depreciation is recognised for golf course and club house.

Plant and machinery directly related to production is depreciated on a unit of production method whereby the rate used is based on the production during the period bears to the total estimated production to be obtained from the relevant asset. The principal annual rates adopted are as follows:-

Buildings - 2%Plant & machinery - 5% to 20%Motor vehicles - 20%Furniture, fittings & equipment - 10% to 20%

On derecognition or disposal of an item of property, plant and equipment, the difference between net disposal proceeds, if any, and its carrying amount is recognised in profit or loss.

Expenditure incurred to replace a component of an item of property, plant and equipment that is recognised separately, including major inspection and overhaul expenditure, is capitalised. Other subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the item of property, plant and equipment. All other expenditure is recognised in profit or loss as an expense as incurred.

4.13 Investments in subsidiaries and associates

Investments in subsidiaries and associates are measured at cost less accumulated impairment losses.

On loss of control of a subsidiary or significant influence of an associate, the difference between the fair value of considerations received, if any, and its carrying amount is recognised as gain or loss on derecognition in profit or loss.

4.14 Investment properties

Investment properties are measured initially at cost, including transaction costs. The carrying amount includes the cost of replacing part of an existing investment property at the time that cost is incurred if the recognition criteria are met; and excludes the costs of day-to-day servicing of an investment property. Subsequent to initial recognition, investment properties are measured at fair value, which reflects market conditions at the reporting date. Gains or losses arising from changes in the fair values of investment properties are recognised in profit or loss in the period which they arise.

Investment property is derecognised when either it has been disposed of or when investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gain or loss on the disposal or retirement of an investment property is recognised in profit or loss in the period of disposal or retirement. Transfer is made to investment property when, and only when, there is a change in use, evidenced by ending of owner-occupation, commencement of an operating lease to another party or ending of construction or development. Transfers are made from investment property when, and only when, there is a change in use, evidenced by commencement of owner-occupation or commencement of development with a view to sale.




4.14 Investment properties (continued)

For a transfer from investment property to owner-occupied property or inventories, the deemed cost of property for subsequent accounting is its fair value at the date of change in use. If the property occupied by the Group and by the Company as an owner-occupied property becomes an investment property, the Group and the Company account for such property in accordance with the policy stated under property, plant and equipment up to the date of change in use. For a transfer from inventories to investment property, any difference between the fair value of the property at that date and its previous carrying amount is recognised in profit or loss. When the Group and the Company complete the construction or development of a self-constructed investment property, any difference between the fair value of the property at that date and its previous carrying amount is recognised in profit or loss.

4.15 Goodwill

Goodwill is measured at cost less accumulated impairment losses.

Goodwill arising from a business combination represents the excess of (a) over (b):-

(a) the sum of:

• the fair value of consideration transferred; • the amount of non-controlling interests in the acquiree (if any); and • the fair value of the Group’s previously held equity interest in the acquiree

(b) the Group’s share of the fair value of the identifiable net assets acquired at the acquisition date.

Goodwill is allocated to each of the Group’s cash-generating units that are expected to benefit from the synergies of the combination, for the purposes of impairment testing.

In disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

4.16 Exploration cost

Exploration cost is recognised as an expense as incurred. When a decision is taken that a quarry property is economically feasible and should be developed for commercial production, all further directly attributable exploration cost is recognised as tangible assets to the extent that such expenditure is expected to generate future economic benefits. Exploration cost is derecognised to profit or loss when it is determined that:

• further exploration activities will yield no commercial quantities of reserves, or• no further exploration drilling is planned; or• the right to explore in the specific area has expired or is surrendered.

Capitalised exploration cost is measured at cost less accumulated impairment losses.

4.17 Property development activities

Property development revenue

The Group recognises property development revenue using the percentage of completion method, determined primarily by reference to surveys of work performed. Where property development outcome is unable to be reliably determined, property development revenue is recognised only to the extent of the recoverable costs. Revenue recognition commences when legal binding sale and purchase agreement is signed on property unit.




4.17 Property development activities (continued)

Property development revenue (continued)

Additional revenue due to variation in development work is recognised if it is probable that the customer will approve the variation and the amount can be reliably measured.

Land held for property development

Land held for property development is measured at cost less accumulated impairment losses. Costs associated with the acquisition of land include the purchase price of the land, professional fees, stamp duties, commissions, conversion fees and other relevant levies.

Such asset is transferred to property development costs when development activities have commenced and when it can be demonstrated that the development activities can be completed within the normal operating cycle.

Property development costs

Property development costs are measured at lower of cost and net realisable value. 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 including borrowing costs.

Property development costs on property units sold are recognised as expenses in the period in which they are incurred to match the attributable revenue recognised. If estimates of costs to complete property development (including costs to be incurred over the defects liability period) indicate losses, the expected losses are recognised as expenses fully in profit or loss.

Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion inclusive of expected loss and selling expenses.

Property development costs expected to be incurred on property development are based on estimates of total property development costs at completion. These estimates are reviewed and revised periodically throughout the lives of the property development and adjustments to costs resulting from such revisions are recognised in the accounting period in which the revisions are made.

Accrued and progress billings

The excess of revenue recognised in profit or loss over the billings to purchasers is presented as an asset and classified as accrued billings.

The excess of billings to purchasers over revenue recognised in profit or loss is presented as a liability and classified as progress billings.

Completed property units

Completed property units that remain unsold are transferred to inventories.

The accounting policy in respect of inventories are set out in Note 4.19.

Transfer of land

Where a land classified as property, plant and equipment is measured at valuation, such land is transferred to land held for property development and/or property development costs at its carrying amount as surrogate cost.




4.18 Construction contracts

Contract revenue

The Group recognises contract revenue using the percentage of completion method, determined primarily by reference to surveys of work performed.

A prudent estimate of the profit attributable to work performed is recognised once the outcome of the contract work can be assessed with reasonably certainty. Where contract work outcome is unable to be reliably determined, revenue is recognised to the extent of the recoverable costs and no profit is recognised. In all cases, expected losses are recognised as expenses fully in profit or loss.

Profits expected to be realised on contract work are based on estimates of total revenues and cost at completion. These estimates are reviewed and revised periodically throughout the lives of the contract works and adjustments to profits resulting from such revisions are recognised in the accounting period in which the revisions are made.

Claim for additional contract revenue is recognised if it is probable that the claim will result in additional revenue and the amount can be reliably estimated.

Amount due from/to contract customers

Construction contracts measured at costs plus attributable profits less expected losses and progress billings are presented as an asset and classified as amount due from contract customers.

The excess of progress billings over costs plus attributable profits less expected losses is presented as a liability and classified as amount due to contract customers.

Costs consist of direct materials, direct labour, direct overhead, sub-contract charges and attributable expenses.

4.19 Inventories

Inventories are measured at the lower of cost and net realisable value. Cost is determined on the following bases:-

Category Basis

Completed property units Specific identification and/or relative sale valueBuilding materials, raw materials, FIFO (first-in-first-out) goods for resale and spare partsWork in progress and finished goods Weighted average

Cost of completed property units comprises direct cost of construction and proportionate land and development costs.

Cost comprises materials, direct labour cost and an appropriate proportion of production overheads.

Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.




4.20 Financial instruments

Financial instruments are any contracts that give rise to both:-

• a financial asset of one entity; and• a financial liability or equity instrument of another entity

Financial instruments are offset when the Group and the Company have:-

• a legally enforceable right to set off the recognised amounts; and• an intention either to settle on a net basis, or to realise the asset and settle the liability

simultaneously

(i) Financial assets

The Group and the Company classify their financial assets at initial recognition into four categories, based on the nature and purpose of the financial assets:-

• Financial assets at fair value through profit or loss • Available-for-sale financial assets • Held-to-maturity investments • Loans and receivables

At the reporting date, the Group and the Company have only financial assets categorised as the following:-

Category Nature and purpose

(a) Available-for-sale Financial assets that are either: financial assets • designated as available-for-sale upon initial recognition; or • precluded from classifying into any of the other three categories.

Available-for-sale financial assets include equity and debt securities.

(b) Loans and Financial assets with fixed or determinable payments that are receivables unquoted in an active market.

Initial recognition and measurement

Financial assets are recognised 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 transactions costs.




4.20 Financial instruments (continued)

(i) Financial assets (continued)

Subsequent recognition and measurement

Category Recognition and measurement principle

(a) Available-for-sale These financial assets are subsequently measured at fair value. financial assets Any gains or losses from changes in fair value of the financial assets are recognised in other comprehensive income, except the following which are recognised in profit or loss:

• impairment losses;• foreign exchange gains and losses on debt instruments;• gains and losses of hedged items attributable to hedge risks of fair value hedges;• interest calculated for a debt instrument using the effective interest method.

The cumulative gain or loss previously recognised in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment when the financial asset is derecognised.

Investment in equity instruments that have no quoted market price in an active market and whose fair value are unable to be reliably determined are measured at cost less accumulated impairment losses.

(b) Loans and These financial assets are measured at amortised cost using receivables effective interest method, less impairment.

Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired, and through the amortisation process.

Derecognition

A financial asset is derecognised when, and only when:-

• the contractual rights to the cash flows from the financial asset expire; or• the financial asset is transferred to another party without retaining control or substantially

all risks and rewards of the asset.

On derecognition of a financial asset, the difference between the carrying amount and the sum of the consideration received (including any new asset obtained less any new liability assumed) and any cumulative gain or loss that had been recognised in other comprehensive income is recognised in the profit or loss.




4.20 Financial instruments (continued)

(ii) Financial liabilities

The Group and the Company classify their financial liabilities at initial recognition into two categories, based on the nature and purpose for which they are issued:-

• Financial liabilities at fair value through profit or loss • Financial liabilities at amortised cost

At the reporting date, the Group and the Company have only financial liabilities categorised as financial liabilities at amortised cost.

Financial liabilities at amortised cost

Accounting principle Methodology

Classification These are financial liabilities other than those classified into financial liabilities at fair value through profit or loss.

Financial liabilities at amortised cost include amounts due to subsidiaries, trade payables, other payables, finance lease liabilities and club establishment fund.

Initial recognition and Financial liabilities at amortised cost are recognised when, and Measurement only when, the Group and the Company become a party to the contractual provisions of the financial instrument.

When financial liabilities at amortised cost are recognised initially, they are measured at fair value plus transactions costs.

Subsequent recognition Financial liabilities at amortised cost are subsequently and measurement measured at amortised cost using the effective interest method.

Gains and losses are recognised in profit or loss when the liabilities are derecognised, and through the amortisation process.

Derecognition A financial liability is derecognised when, and only when, the obligation specified in the contract is discharged, cancelled or expires.

On derecognition of a financial liability, the difference between the carrying amount of the financial liability extinguished or transferred to another party and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.

(iii) Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Group and the Company after deducting all of its liabilities. 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.




4.21 Financial guarantee contracts

The Group and the Company have issued corporate guarantee to banks for borrowings of its subsidiaries. These guarantees are financial guarantees as they require the Group and the Company to reimburse the banks if the subsidiaries fail to make principal or interest payments when due in accordance with the terms of their borrowings.

Financial guarantees are initially measured at their fair values plus transaction costs in the statements of financial position. Subsequent to initial measurement, financial guarantees are amortised to profit or loss over the period of the subsidiaries= borrowings, unless it is probable that the Group and the Company will reimburse the bank for an amount higher than the unamortised amount. In this case, an estimate of the obligation is made and recognised as a provision in the statements of financial position.

4.22 Leases

(i) Finance leases

Leases in which the Group and the Company assume substantially all the risks and rewards of ownership are classified as finance leases. An item of property, plant and equipment leased by way of finance lease is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments at the inception of the lease.

In calculating the present value of the minimum lease payments, the discount rate is the interest rate implicit in the lease, if this is practicable to determine; otherwise, the incremental borrowing rate of the Group and the Company is used.

(ii) Operating leases

Leases under which all the risks and benefits of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are recognised as expenses in profit or loss on a straight line basis over the lease term.

Leasehold land held for own use is classified as an operating lease and the up-front payment represents prepaid lease payments. These up-front payments are recognised as expenses in profit or loss to match the inflow of benefits accrued.

Leasehold buildings held for own use remain classified as property, plant and equipment as they are finance leases, where substantially all the risks and rewards incidental to their ownership is transferred to the Group and the Company. The leasehold buildings are depreciated on a straight line basis over their lease terms.

4.23 Provisions

Provisions are recognised in the statement of financial position when the Group and the Company have a present legal or constructive obligation as a result of past events, when it is probable that an outflow of resources will be required to settle the obligation and when a reliable estimate of the amount can be made.

4.24 Cash and cash equivalents

Cash and cash equivalents consist of bank balances, deposits repayable on demand and highly liquid investments that are readily convertible to known amounts of cash and subject to insignificant risk of changes in value, against which the bank overdrafts are deducted.



5. REvENUE Group Company

2015 2014 2015 2014 RM’000 RM’000 RM’000 RM’000

Property development 215,021 188,429 - -Sales of goods 4,929 7,862 - -Services rendered 8,032 6,018 - -Dividend income - - 47,000 42,220Others 2,582 2,982 22 11

230,564 205,291 47,022 42,231

Revenue of the Group represents sales of goods and services derived from the principal activities, net of discounts, allowances, sales and service taxes.

Revenue of the Company represents dividend and interest income.

6. PROFIT BEFORE TAxATION

This is arrived at:- Group Company

2015 2014 2015 2014 RM’000 RM’000 RM’000 RM’000

After charging all expenses including:Directors’ fee 146 120 146 120Auditors’ remuneration:-Audit fees: • current year 119 113 20 17 • adjustments for prior years 12 8 - -Other professional fees 65 60 13 1Staff costs:Directors’ emoluments:

• salaries and bonus 2,237 1,858 - - • defined contribution plans 180 158 - - • others 131 127 14 9

2,548 2,143 14 9

Other employees’ emolumentsand benefits:

• salaries and bonus 12,300 10,380 - - • defined contribution plans 1,311 1,108 - - • others 1,329 1,067 - -

14,940 12,555 - -



6. PROFIT BEFORE TAxATION (CONTINUED) Group Company

2015 2014 2015 2014 RM’000 RM’000 RM’000 RM’000

Rent of land and buildings 48 48 27 160Finance lease interest 80 157 - -Depreciation 11,927 2,196 - -Derecognition of property, plant and equipment 1 409 - -Amortisation of prepaid lease payments 10 22 - -Derecognition of investments 4 - - -Allowance for impairment on receivables 19 19 - -Impairment of receivables 2,382 - - -Property development expenses:

• property development costs 111,438 98,107 - - • inventories 2,661 3,446 - - • adjustment for previous year expenses - 9 - -

114,099 101,562 - -Direct operating expenses of investment properties which generated rental income 723 873 - -Direct operating expenses of investment properties which generated no rental income 7 7 - -

And crediting all income including:Gross dividends from subsidiaries - - 47,000 42,220Rent of land and buildings from investment properties 2,483 3,026 - -Interest income 9,029 8,475 22 11Refund of quit rent overpaid 3,588 - - -Gain on disposal of property, plant and equipment 16 3,433 - -Fair value gain on investment properties 5,088 - - -Gain on disposal of investments 5 - - -Reversal of allowance for impairment on receivables 8 9 - -Reversal of impairment loss on subsidiaries (included in other operating income) - - 4,854 2,472



7. TAxATION

Group Company 2015 2014 2015 2014 RM’000 RM’000 RM’000 RM’000

Malaysian:Current tax expense/(income):

• current year 24,364 15,938 6 2• adjustment for previous year (78) (94) - -

24,286 15,844 6 2

Deferred tax expense/(income):Origination and reversal oftemporary differences:

• current year (200) 5,684 - -• adjustment for previous year (5,048) (2) - -

(5,248) 5,682 - -Effect of a change in imposition oftax rates - (305) - -

(5,248) 5,377 - -

19,038 21,221 6 2

The tax reconciliation is as follows:- Group Company

2015 2014 2015 2014 RM’000 RM’000 RM’000 RM’000

Taxation based on Malaysian application statutory tax rate of 25% 30,808 20,011 12,864 11,051Disallowable expenses for tax purposes:• impairment loss on property, plant and equipment - 3,535 - -• others 1,122 592 105 125Non-taxable income for tax purposes:• profit from associate (3,238) (1,689) - -• gain on disposal of property, plant and equipment (4) (849) - -• others (2,731) (92) (12,963) (11,174)Taxes for previous year (5,126) (96) - -Effect of a change in imposition oftax rates - (305) - -Effects of differential tax rates ondeferred tax assets and liabilities (66) - - -Unrecognised deferred tax assets - 65 - -Benefit from previously unrecogniseddeferred tax assets (1,777) - - -Others 50 49 - -

Taxation recognised in profit or loss 19,038 21,221 6 2



7. TAxATION (CONTINUED)

Benefit from previously unrecognised deferred tax assets is used to reduce tax expenses as follows:-

Group 2015 2014 RM’000 RM’000

Unabsorbed capital allowances:• current tax expense 1,626 -• deferred tax expense 151 -

1,777 -

In the Budget speech 2014, the Government announced the reduction of corporate income tax rate from 25% to 24% with effect from year of assessment 2016. Consequently, deferred tax assets and liabilities are measured using this tax rate.

8. EARNINGS PER SHARE

The calculation of basic earnings per share of the Group is based on the net profit attributable to ordinary shareholders amounting to approximately RM103,452,000/- (2014: RM58,335,000/-) and the number of ordinary shares outstanding during the financial year of 242,124,000 (2014: 242,124,000).

Diluted earnings per shareFully diluted earnings per share is the same as basic earnings per share as it is considered that there are no dilutive potential ordinary shares.

9. PRoPERTy, PLANT AND EquIPmENT

Freehold Furniture, land & Plant & motor fittings &Group buildings machinery vehicles equipment Total2015 RM’000 RM’000 RM’000 RM’000 RM’000

Cost/valuation:At 1 April 2014 146,328 75,609 7,372 5,359 234,668Additions 95 178 573 236 1,082Disposals - - (195) - (195)Derecognition - (112) (3) (294) (409)Revaluation surplus 44,135 - - - 44,135

At 31 March 2015 190,558 75,675 7,747 5,301 279,281

Accumulated depreciation:At 1 April 2014 800 21,967 5,843 3,444 32,054Charge for the year 200 10,686 657 384 11,927Disposals - - (195) - (195)Derecognition - (112) (3) (293) (408)

At 31 March 2015 1,000 32,541 6,302 3,535 43,378



9. PRoPERTy, PLANT AND EquIPmENT (CoNTINuED)


Accumulated impairmentlosses:At 1 April 2014 - 14,142 - - 14,142Charge for the year - - - - -

At 31 March 2015 - 14,142 - - 14,142

Carrying amount:At 31 March 2015 189,558 28,992 1,445 1,766 221,761


Cost/valuation:At 1 April 2013 163,615 74,799 7,439 4,047 249,900Additions 93 810 572 1,315 2,790Disposals (1,310) - (621) - (1,931)Derecognition (408) - (18) (3) (429)Transfer to property development cost (16,140) - - - (16,140)Transfer from land held for property development 478 - - - 478

At 31 March 2014 146,328 75,609 7,372 5,359 234,668

Accumulated depreciation:At 1 April 2013 600 21,137 5,659 3,103 30,499Charge for the year 200 830 823 343 2,196Disposals - - (621) - (621)Derecognition - - (18) (2) (20)

At 31 March 2014 800 21,967 5,843 3,444 32,054

Accumulated impairment losses:At 1 April 2013 - - - - -Charge for the year - 14,142 - - 14,142

At 31 March 2014 - 14,142 - - 14,142

Carrying amount:At 31 March 2014 145,528 39,500 1,529 1,915 188,472




Analysis of valuation of land & buildings:

Group 2015 2014 RM’000 RM’000

Freehold land and buildings:• at cost - 2,162• at 2015/2010 valuation 190,558 144,166

190,558 146,328

Fair value measurement of freehold land and buildings

The fair values of the freehold land and buildings of the Group at the reporting date analysed by the various levels within the fair value hierarchy are as follows:

Group 2015 2014 RM’000 RM’000

Fair value hierarchy:Level 1 - -Level 2 - 144,166Level 3 190,558 -

190,558 144,166

Level 2 fair value

The fair values of freehold land and buildings are determined by an external independent professional valuer on 31 March 2010.

The valuations are based on the sales comparable approach that made reference to observed market price in other similar property transactions.

Level 2 fair value has been generally derived using the sales comparison approach. Sale price of comparable properties in close proximity are adjusted for differences in key attributable such as property type, size, location, tenure, title restrictions and other relevant characteristics. The most significant input into this valuation approach is price per square foot of comparable properties.

Level 3 fair value

The Group’s freehold land and buildings are revalued by Directors on 31 March 2015 based on the valuation performed by an external independent professional valuer.

Estimation uncertainty and key assumptions

The following key assumptions are made by the Directors in arriving at the fair values of the Group’s freehold land and buildings:-

• comparison of the Group’s freehold land and buildings with similar properties that were listed for sale within the same locality or other comparable localities;

• consideration of the viability for future development; and• reference to the relevant property valuers and real estate agents on market conditions and

changing market trends.




Level 3 fair value is determined using unobservable inputs for the land and buildings, i.e. price per square foot.

Significant changes in the estimated market value per square foot in isolation, would result in a significant higher/(lower) fair value of the properties.

The reconciliation for level 3 of the fair value hierarchy is as follows:-

Group 2015 2014 RM’000 RM’000

At 1 April - -Transfer from level 2 and revalue during the year 190,463 -Addition 95 -

At 31 March 190,558 -

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.

The change in the inputs to valuation has attributed to the current transfer of fair value from level 2 to level 3.

If the freehold land and buildings had been carried under the cost model, they would have been recognised at the following amounts:-

Group 2015 2014 RM’000 RM’000

Freehold land and buildings:At cost 24,699 24,015Accumulated depreciation 3,258 3,092

Carrying amount 21,441 20,923

The carrying amounts of assets leased under finance lease arrangements are as follows:-

Group 2015 2014 RM’000 RM’000

Plant and machinery 856 1,369Motor vehicles 1,350 1,528

2,206 2,897




Impairment tests for plant and machinery

In previous year, the Group conducted a review on the recoverable amount of the plant and machinery as a result of the unfavourable economic performance of a manufacturing plant. The recoverable amount was the higher of the plant and machinery’s fair value less costs of disposal and their value in use. The review had resulted in recognition of impairment loss totalling RM14,142,000/- in 2014.

The estimated recoverable amount of plant and machinery was based on value in use calculation. The Group estimated value in use using a discounted cash flow model. The key assumptions used were as follows:-

• the pre-tax discount rate applied to cash flow projections was 5.00% per annum;

• the projected cash flows extrapolated using growth rates at an interval of 2 years were as follows:

• selling price increased by 3.00% to 5.00% • variable costs increased by 7.00% to 8.00% • fixed costs increased by 10.00%

• other commercial assumptions relating to plant and machinery had been made based on historic trends adjusted for management’s estimates on the economic condition.

Sensitivity to changes in assumptions

The level of impairment was prominently dependent upon judgement used in arriving at cash flows, future growth rates and the discount rates applied to cash flow projections. The impact on the impairment charge of applying different assumptions to the growth rates used to calculate cash flow projections and in the pre-tax discount rates would be as follows:-

Increase/(decrease) impairment resulting from a 1% change to:-

Group 2014

1% 1% increase decrease RM’000 RM’000

• Discount rate 2,529 (2,830)• Growth rate (534) 797

Change in accounting estimate – depreciation of plant and machinery

Certain plant and machinery directly related to production is depreciated on a unit of production method whereby the rate used is based on the production during the period bears to the total estimated production to be obtained from the plant and machinery and the estimated useful lives of the plant and machinery.

The estimated useful lives of the plant and machinery have been reviewed and changed as follows:-

• original estimation - 20 years • revised estimation - 2 to 5 years

The above review and change of the estimated useful lives of the plant and machinery takes into consideration of the primary economic and operational factors of business plan and strategies, expected level of usage and future technological developments.




The impact of the change in accounting estimate of depreciation of plant and machinery is provided below:-

Group 2015 Increase/ (decrease)Statement of comprehensive income RM’000

Cost of sales 9,215Profit before tax (9,215)Total comprehensive income for the year (9,215)

10. PREPAID LEASE PAYMENTS

Long Short leasehold leaseholdGroup land land Total2015 RM’000 RM’000 RM’000

Carrying amount:At 1 April 2014 726 - 726Amortisation for the year (10) - (10)

At 31 March 2015 716 - 716

Analysed between:Current 10 - 10Non-current 706 - 706

716 - 716

2014

Carrying amount:At 1 April 2013 739 255 994Amortisation for the year (13) (9) (22)Transfer to property development costs - (246) (246)

At 31 March 2014 726 - 726

Analysed between:Current 10 - 10Non-current 716 - 716

726 - 726



11. INvESTMENT IN SUBSIDIARIES

Unquoted shares Company

2015 2014 RM’000 RM’000

At cost:At 1 April and 31 March 450,900 450,900

Accumulated impairment losses:At 1 April 29,461 31,933Reversal (4,854) (2,472)

At 31 March 24,607 29,461

Carrying amount:At 31 March 426,293 421,439

Details of the subsidiaries, all of which are incorporated in Malaysia, are as follows:-

Issued Effective Name of company equity capital holding Principal activities RM 2015 2014 % %

§ Sin Heap Lee Development 90,000,000 100 100 Property development Sdn. Bhd.

§ Sin Heap Lee Construction 90,000,000 100 100 Building construction Sdn. Bhd. works, earthworks and infrastructure works, renting out of plant and machineries, construction management services and money lending business

§ Integrated Management 1,000,000 100 100 Provision of professional Corporation Sdn. Bhd. management services in commercial and industrial studies and planning, construction management and financial services

§ Sin Heap Lee Company 3,900,000 100 100 Rental of properties, Sdn. Berhad marketing agent of bricks and building materials

§ Sin Heap Lee Brickworks 30,000,000 100 100 Manufacturing of clay- Sdn. Bhd. bricks, supply of finished brickworks of wall and other brick structures



11. INvESTMENT IN SUBSIDIARIES (CONTINUED)

Issued Effective Name of company equity capital holding Principal activities RM 2015 2014 % %

SHL Realty Sdn. Bhd. 3,000,000 100 100 Property investment

SHL Corporate Services 3,000,000 100 100 Providing strategic, Sdn. Bhd. financial and corporate planning services

Goodstock (Tawau) 2,000,002 100 100 Property development Sdn. Bhd.

Wilayah Builders Sdn. Bhd. 9,000,000 100 100 Property development Ho Sin & Son Enterprise 1,000,000 100 100 Property development Sdn. Bhd.

Mayang Kiara Sdn. Bhd. 50,000 100 100 Property development

Sukma Pesona Sdn. Bhd. 500,000 100 100 Property development

SHL Infra Sdn. Bhd. 4,000,000 100 100 Earthworks and infrastructure works

Kajang Granite Quarry 5,000,000 100 100 Granite quarrying and Sdn. Bhd. manufacturing of aggregates

Soil-Mech Drillers Sdn. Bhd. 250,000 100 100 Property maintenance services

Senick Sdn. Bhd. 5 100 100 Granite quarrying and manufacturing of aggregates

Goodstock Land Sdn. Bhd. 1,500,000 60 60 Letting of properties

Subsidiary of Sin Heap Lee Development Sdn. Bhd.

SHL-M Sdn. Bhd. 45,000,000 100 100 Property development

Subsidiary of SHL-M Sdn. Bhd.

* Sungai Long Golf Resort 5,000,000 100 100 Golf resort operator Berhad

Notes:

§ Subsidiaries which are consolidated using merger method of accounting. * A wholly-owned subsidiary of SHL-M Sdn. Bhd.



11. INvESTMENT IN SUBSIDIARIES (CONTINUED)

Reversal of impairment loss on subsidiaries

During the financial year, the Company has conducted a review on its subsidiaries’ recoverable amounts.

As a result, a reversal of impairment loss totalling RM4,854,000/- (2014: RM2,472,000/-) is recognised in light of the improved performance of the subsidiaries under review.

Non-controlling interests in subsidiary

The Group’s subsidiary that has material non-controlling interests (‘NCI’) is as follows:-

• Name of subsidiary : Goodstock Land Sdn. Bhd. • NCI percentage of ownership interest and : 40% (2014: 40%) voting interest

Group 2015 2014 RM’000 RM’000

Carrying amount of NCI 19,795 19,055

Profits allocated to NCI 740 486

Summarised financial information before intra-group elimination:

Group 2015 2014 RM’000 RM’000

Non-current assets 45,754 45,071Current assets 6,900 5,460Non-current liabilities (2,939) (2,735)Current liabilities (228) (158)

Net assets 49,487 47,638

Revenue 2,606 2,509Profit for the year 1,849 1,215Total comprehensive income for the year 1,849 1,215

Cash flows from operating activities 2,456 1,116Cash flows from investing activities 175 130Cash flows from financing activities - -

Dividends paid to NCI - -



12. INvESTMENT IN ASSOCIATE Group

2015 2014 RM’000 RM’000

Unquoted shares, at cost 1,305 1,305Share of post-acquisition profits 23,493 10,543

24,798 11,848

Share of net assets 24,798 11,848

There is no goodwill in the associate’s own financial statements and on the acquisition of the Group’s interest in the associate.

Details of associate are as follows:-

Name of company Effective holding Principal activities (Incorporated in Malaysia) 2015 2014 % %

Opt Ventures Sdn. Bhd. 30 30 Property development

The following amounts represent the Group’s share of assets, liabilities and profit or loss of the associate:

Group 2015 2014 RM’000 RM’000

Assets 51,676 35,053Liabilities (26,878) (23,205)

Net tangible assets 24,798 11,848

Revenue 53,977 34,713

Profit for the year 12,950 6,758

13. INvESTMENT PROPERTIES

Group 2015 2014 RM’000 RM’000

At 1 April 65,312 67,112Fair value gain 5,088 -Transfer to land held for property development - (1,800)

At 31 March 70,400 65,312



13. INvESTMENT PROPERTIES (CONTINUED)

Fair value measurement

The fair values of investment properties are determined by an external independent professional valuer (2014: the Directors) based on the sales comparable approach that reflects the recent transaction prices for the similar properties which have been sold or are being offered for sale.

The fair value measurement of investment properties are classified as level 3 in the fair value hierarchy.

Level 3 fair value of investment properties 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 type, size, location, tenure, title restrictions and other relevant characteristics.

Significant increase/(decrease) in estimated market value per square foot in isolation, would result in a significant higher/(lower) fair value of properties.

There have been no transfer between level 2 and level 3 during the financial year.

In estimating the fair value of the properties, the highest and best use of the properties is different from their current use as these properties are held for long-term investment purposes.

14. LAND HELD FOR PROPERTY DEvELOPMENT

Land DevelopmentGroup costs costs Total2015 RM’000 RM’000 RM’000

At cost:At 1 April 2014 8,619 469 9,088Additions 4 35 39Transfer to property development costs (4,820) (398) (5,218)

At 31 March 2015 3,803 106 3,909

2014

At cost:At 1 April 2013 6,948 409 7,357Additions 4 405 409Transfer from investment properties 1,800 - 1,800Transfer to property, plant and equipment (133) (345) (478)

At 31 March 2014 8,619 469 9,088



15. INvESTMENTS Group

2015 2014 RM’000 RM’000

Unquoted in Malaysia, at cost:• redeemable preference shares 7,701 7,701• shares - 7• club membership 24 24

7,725 7,732

16. DEFERRED TAx ASSETS AND LIABILITIES

Deferred tax assets and liabilities recognised in the statement of financial position after appropriate offsetting are as follows:-

Group 2015 2014 RM’000 RM’000

Deferred tax assets (6,332) (1,825)Deferred tax liabilities 24,177 22,819

17,845 20,994

The deferred tax assets and liabilities are offset as:- • the Group and the Company have a legally enforceable right to set off current tax assets against current tax liabilities; and

• they relate to taxes levied by the same authority on the Group and on the Company.

Deferred tax assets of the Group are recognised when the realisation of the related tax benefits through the future taxable profits is probable based on recent history of results of the Group.

The movements and components of deferred tax assets and liabilities before appropriate offsetting are as follows:-

Revaluation Land held Property, surplus on unabsorbed Property for plant and land and Unutilised capital Reinvestment Investment development propertyGroup equipment buildings tax losses allowances allowances properties costs development Total2015 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 1 April 2014 13,086 8,508 (48) (1,452) - 2,371 (792) (679) 20,994Amount recognised in:• profit or loss (3,086) (25) (103) 1,408 (3,000) 1,268 (2,389) 679 (5,248)• other comprehensive income - 2,099 - - - - - - 2,099

At 31 March 2015 10,000 10,582 (151) (44) (3,000) 3,639 (3,181) - 17,845



16. DEFERRED TAx ASSETS AND LIABILITIES (CONTINUED)

Revaluation Land held Property, surplus on unabsorbed Property for plant and land and Unutilised capital Reinvestment Investment development propertyGroup equipment buildings tax losses allowances allowances properties costs development Total2014 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 1 April 2013 13,605 2,246 (50) (7,113) - 2,364 (962) (763) 9,327Amount recognised in:• profit or loss (519) (28) 2 5,661 - 7 170 84 5,377• other comprehensive income - 6,290 - - - - - - 6,290

At 31 March 2014 13,086 8,508 (48) (1,452) - 2,371 (792) (679) 20,994

Unrecognised deductible temporary differences

The amounts of deductible temporary differences for which no deferred tax assets have been recognised in the statement of financial position are as follows:-

Group 2015 2014 RM’000 RM’000

Unabsorbed capital allowances 3,117 9,822Unutilised tax losses 4,110 4,627

7,227 14,449

The above deductible temporary differences have no expiry date. No deferred tax assets have been recognised in respect of these deductible temporary differences because it is improbable that future profit will be available against which the Group can utilise the benefits therefrom.

17. AMOUNTS DUE FROM/(TO) SUBSIDIARIES

The unsecured outstanding amounts are non-interest-bearing and repayable on demand.

18. PROPERTY DEvELOPMENT COSTS


At cost:At 1 April 2014 65,121 425,552 490,673Additions 4 216,613 216,617Transfer from land held for propertydevelopment 4,820 398 5,218Transfer to inventories (658) (5,382) (6,040)Reclassification (218) 218 -Derecognition on completion of projects (12,042) (169,032) (181,074)

At 31 March 2015 57,027 468,367 525,394



18. PROPERTY DEvELOPMENT COSTS (CONTINUED)


Cost recognised in profit or loss:At 1 April 2014 15,779 366,045 381,824Charge for the year 4,503 106,935 111,438Derecognition on completion of projects (12,042) (169,032) (181,074)

At 31 March 2015 8,240 303,948 312,188

Carrying amount:At 31 March 2015 48,787 164,419 213,206

2014

At cost:At 1 April 2013 88,317 560,693 649,010Additions 393 101,499 101,892Transfer from:• property, plant and equipment 16,140 - 16,140• prepaid lease payments 246 - 246Transfer to inventories (115) (3,465) (3,580)Derecognition on completion of projects (39,860) (233,175) (273,035)

At 31 March 2014 65,121 425,552 490,673

Cost recognised in profit or loss:At 1 April 2013 38,945 517,807 556,752Charge for the year 16,694 81,413 98,107Derecognition on completion of projects (39,860) (233,175) (273,035)

At 31 March 2014 15,779 366,045 381,824

Carrying amount:At 31 March 2014 49,342 59,507 108,849

19. INvENTORIES Group

2015 2014 RM’000 RM’000

At cost:Completed property units 9,006 5,627Building materials 2,767 1,353Raw materials 123 143Goods for resale 187 187Work in progress 382 226Finished goods - 2,237Spare parts 538 983

13,003 10,756



20. TRADE RECEIvABLES Group

2015 2014 RM’000 RM’000

Amount due from associate 1,351 6,359Trade debtors 113,686 27,667

115,037 34,026Less: Allowance for impairment (127) (141)

114,910 33,885Amount due from customers for contract works - 1,497

114,910 35,382

Trade receivables are non-interest-bearing and are generally on 14 to 90-day (2014: 14 to 90-day) terms except amount due from associate of RM5,007,000/- in 2014. They are recognised at their original invoice amounts which represent their fair values on initial recognition.

The contractual terms of the amount due from associate of RM5,007,000/- are as follows:-

2015 2014

Interest rate - 4.50% per annum Repayment terms - Bullet repayment extended to 14 November 2014

The amount due from customers for contract works are as follows:- Group

2015 2014 RM’000 RM’000

Cost - 1,497Attributable profits/(losses) - -

Amount due from customers for contract works - 1,497

Analysed as:-Amount due from customers for contract works - 1,497



20. TRADE RECEIvABLES (CONTINUED)

Ageing analysis of trade receivables

The ageing analysis of trade receivables is as follows:-

Group 2015 2014 RM’000 RM’000

Neither past due nor impaired 113,013 21,482

Past due unimpaired:

• 1 to 30 days past due 327 3,173• over 30 days past due 1,570 9,230

1,897 12,403Impaired 127 141

115,037 34,026

Receivables that are neither past due nor impaired

Trade receivables that are neither past due nor impaired are creditworthy debtors with good payment records with the Group.

None of the Group’s trade receivables that are neither past due nor impaired have been renegotiated during the financial year.

Receivables that are past due unimpaired

Trade receivables that are past due unimpaired relate to customers that have good track record with the Group. Based on past experiences and no adverse information to date, the Directors of the Group are of the opinion that no allowance for impairment is necessary in respect of these balances as there has been no significant change in the credit quality and the balances are still considered fully collectible.

Receivables that are impaired

These receivables are impaired individually at the reporting date. The movements of the allowance accounts used to record the impairment are as follows:-

Group 2015 2014 RM’000 RM’000

Movements in allowance accounts: At 1 April 141 152 Charge for the year 19 19 Derecognition (25) (21)Reversal (8) (9)

At 31 March 127 141

Trade receivables that are individually determined to be impaired at the reporting date relate to debtors that:

• are in significant financial difficulties and; • have defaulted on payments.

These receivables are unsecured by any collateral or credit enhancements.



21. OTHER RECEIvABLES Group Company

2015 2014 2015 2014 RM’000 RM’000 RM’000 RM’000

Advances 76 86 - -Deposits 6,302 7,850 - 53Other debtors 441 985 - -

6,819 8,921 - 53Prepayments 1,117 1,029 - 20

7,936 9,950 - 73

The unsecured advances are non-interest-bearing and repayable on demand.

22. CASH AND DEPOSITS


Deposits with:

• licensed banks 135,017 258,058 626 606• other financial institutions 50,208 30,221 - -

185,225 288,279 626 606

Cash and bank balances:

• housing development accounts 13,901 9,692 - -• others 16,464 8,694 120 277

30,365 18,386 120 277

215,590 306,665 746 883

Housing Development Accounts are held and maintained pursuant to Section 7A of the Housing Development Act, 1966. These accounts are restricted from use in other operations.

23. SHARE CAPITAL

Number of ordinary shares of RM1/- each Amount Amount 2015 2014 2015 2014 ‘000 ‘000 RM’000 RM’000

Authorised 1,000,000 1,000,000 1,000,000 1,000,000

Issued and fully paid 242,124 242,124 242,124 242,124



24. RESERvES Group Company

2015 2014 2015 2014 RM’000 RM’000 RM’000 RM’000

Non-distributable:Share premium 1,225 1,225 1,225 1,225Revaluation surplus 97,235 40,537 - -Merger reserve - - 4,377 4,377Capital reserves 11,040 11,040 23,361 23,361Merger deficit (130,464) (130,464) - -

(20,964) (77,662) 28,963 28,963Distributable:Retained profits 473,246 430,459 172,883 167,437

452,282 352,797 201,846 196,400

24.1 Share premium

Share premium represents premium on shares issued by the Company.

24.2 Revaluation surplus

Revaluation surplus represents the surpluses arising from the revaluation of land and buildings of the subsidiaries net of related tax effects, if any.

24.3 Merger reserve

The premium on the shares issued by the Company was credited to merger reserve where relief is available under Section 60 of the Companies Act 1965. On consolidation, the merger reserve is dealt with as merger adjustment by elimination.

24.4 Capital reserves

Capital reserves of the Company represent gains arising from the disposal of investments in subsidiaries on Group restructuring.

Capital reserve of the Group represents share premium of the subsidiaries and reserve capitalised by a subsidiary for bonus issue of shares.

24.5 Merger deficit

Merger deficit represents the difference between the nominal value of shares issued by SHL Consolidated Bhd. to effect the merger and the nominal value of the shares acquired from the merged entities and is arrived at as follows:-

RM’000

Nominal value of 176,263,799 ordinary shares of RM1/- each issued by SHL Consolidated Bhd. 176,264Nominal value of 45,800,000 ordinary shares of RM1/- each acquired (45,800)

Merger deficit 130,464



25. FINANCE LEASE LIABILITIES Group

2015 2014 RM’000 RM’000

Minimum lease payments:• 1 year or less 677 942• 5 years or less but over 1 year 690 1,011

1,367 1,953

Future finance charge on finance leases (88) (126)

Present value of finance lease liabilities 1,279 1,827

Present value of finance lease liabilities:• 1 year or less 624 866• 5 years or less but over 1 year 655 961

1,279 1,827

The repayment periods of the finance lease liabilities range from 3 to 5 years (2014: 3 to 7 years) at the inception of the leases. Interest is levied at rates ranging from 4.18% to 6.97% (2014: 4.33% to 6.97%) per annum. The finance lease liabilities are effectively secured as the rights to the leased assets revert to the lessor in the event of default.

26. CLUB ESTABLISHMENT FUND

Club establishment fund represents refundable deposits due to the members of the golf resort.

27. TRADE PAYABLES Group

2015 2014 RM’000 RM’000

Trade payables 92,601 55,009Progress billings 42,507 43,426

135,108 98,435

Trade payables are non-interest-bearing and are normally on 30 to 75-day (2014: 30 to 75-day) terms.

28. OTHER PAYABLES Group Company

2015 2014 2015 2014 RM’000 RM’000 RM’000 RM’000

Accrued expenses 4,294 2,541 21 22Others 6,548 7,305 13 5

10,842 9,846 34 27



29. DIvIDENDS Group Company

2015 2014 2015 2014 RM’000 RM’000 RM’000 RM’000

Paid:In respect of financial year ended 31 March 2015: • First interim single-tier dividend of 7 Sen per share 16,949 - 16,949 -

In respect of financial year ended 31 March 2014: • First interim dividend of 7 Sen gross per share less tax - 12,712 - 12,712 • Second interim single-tier dividend of 7 Sen per share 16,948 - 16,948 - • Final single-tier dividend of 5 Sen per share 12,106 - 12,106 -

In respect of financial year ended 31 March 2013: • Final dividend of 12 Sen gross per share less tax - 21,791 - 21,791

46,003 34,503 46,003 34,503

Declared:In respect of financial year ended 31 March 2015/2014: • Second interim single-tier dividend of 10 sen (2014: 7 Sen) per share 24,212 16,949 24,212 16,949

Proposed:In respect of financial year ended 31 March 2015: • Final single-tier dividend of 19,370 - 19,370 - 8 sen per share

In respect of financial year ended 31 March 2014: • Final single-tier dividend of 5 Sen per share - 12,106 - 12,106

No recognition is made on the dividend proposed until it has been approved at the Annual General Meeting. The amount will be recognised as an appropriation of retained profits in the year in which it is approved.



30. ANALYSIS OF MOvEMENT OF INvENTORIES AND PROPERTY DEvELOPMENT COSTS

Group 2015 2014 RM’000 RM’000

Net movement 101,386 (2,910)Transfer from/(to):• property, plant and equipment - 16,140• prepaid lease payments - 246• land held for property development 5,218 -

106,604 13,476

31. ANALySIS oF PuRChASE oF PRoPERTy, PLANT AND EquIPmENT

Group 2015 2014 RM’000 RM’000

Cash payment 761 2,229Finance lease arrangement 321 561

1,082 2,790

32. CAPITAL MANAGEMENT

The primary objective of the management of the Group and the Company’s capital structure is to maintain an efficient mix of debt and equity in order to achieve a low cost of capital, while taking into account the desirability of retaining financial flexibility to pursue business opportunities and adequate access to liquidity to mitigate the effect of unforeseen events on cash flows.

The Directors regularly review the Group and the Company’s capital structure and make adjustments to reflect economic conditions, business strategies and future commitments.

The Group and the Company monitor capital using a gearing ratio, which is total debt divided by total capital.

The Group and the Company are in no breach of any gearing covenants during the financial years ended 31 March 2015 and 31 March 2014. In the same period, no significant changes were made in the objectives, policies and processes relating to the management of the Group and the Company’s capital structure.



32. CAPITAL MANAGEMENT (CONTINUED)


Finance lease liabilities 1,279 1,827 - -

Total debts 1,279 1,827 - -

Share capital 242,124 242,124 242,124 242,124Reserves 452,282 352,797 201,846 196,400

Total capital 694,406 594,921 443,970 438,524

Gearing ratio (times) 0.002 0.003 - -

33. FINANCIAL INSTRUMENTS

33.1 Liquidity risk

Liquidity risk refers to the risk that the Group and the Company will encounter difficulty in meeting financial obligations when they fall due.

The table below summarises the maturity profile of the Group and the Company’s financial liabilities as at the reporting date based on contractual undiscounted repayment obligations:-

Within One to More thanGroup one year five years five years Total2015 RM’000 RM’000 RM’000 RM’000

Financial liabilities:Non-interest-bearing:• Trade payables 92,601 - - 92,601• Other payables 10,842 - - 10,842• Club establishment fund - - 11,819 11,819

103,443 - 11,819 115,262

Interest-bearing:• Finance lease liabilities: ○ principal 624 655 - 1,279 ○ interest 46 42 - 88

670 697 - 1,367



33. FINANCIAL INSTRUMENTS (CONTINUED)

33.1 Liquidity risk (continued)

Within One to More thanGroup one year five years five years Total2014 RM’000 RM’000 RM’000 RM’000

Financial liabilities:Non-interest-bearing:• Trade payables 55,009 - - 55,009• Other payables 9,846 - - 9,846• Club establishment fund - - 11,826 11,826

64,855 - 11,826 76,681

Interest-bearing:• Finance lease liabilities: • principal 866 961 - 1,827 • interest 73 53 - 126

939 1,014 - 1,953

Within One to More thanCompany one year five years five years Total2015 RM’000 RM’000 RM’000 RM’000

Financial liabilities:Non-interest-bearing:• Amount due to subsidiaries 81,944 - - 81,944• Other payables 34 - - 34

81,978 - - 81,978

2014

Financial liabilities: Non-interest-bearing: • Amount due to subsidiaries 80,544 - - 80,544 • Other payables 27 - - 27

80,571 - - 80,571




33.2 Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of financial instruments will fluctuate due to changes in market interest rates.

Sensitivity analysis for interest rate risk

No sensitivity analysis has been presented as the Group and the Company’s exposure to interest rate risk on the following interest-bearing instruments is insignificant:-

# Fixed rate instruments

These comprise short-term deposits and finance lease liabilities. The effective interest rates during the year are as follows:-

Group Company

2015 2014 2015 2014 % % % %

Short-term deposits 2.00 – 3.85 2.75 – 3.50 2.90 – 3.60 2.75 – 3.16Finance lease liabilities 4.18 – 6.97 4.33 – 6.97 - -

33.3 Credit risk

Credit risk is the potential loss from a transaction in the event of default by the counterparty.

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; and

• utilised amounts of RM4,052,000/- (2014: RM831,000/-) relating to a corporate guarantee given by the Company to banks for credit facilities granted to subsidiaries, as disclosed in Note 35 to the financial statements.

Credit risk is controlled by the application of credit approvals, setting of counterparty limits and monitoring procedures. Credit risk is minimised given the Group and the Company’s policies of selecting only counterparties with high credit worthiness.

The Group has no significant concentrations of credit risk with any single counterparty.

33.4 Fair values of financial instruments

The fair value of a financial instrument 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.

As at the reporting date, the fair values of the Group and the Company’s financial instruments approximate their carrying amounts unless it is impracticable to determine these values with sufficient reliability.




33.4 Fair values of financial instruments (continued)

Unquoted equity securities

No fair value information has been disclosed for investment in unquoted securities of the Group as it is impracticable to estimate their fair values of the unquoted securities of the Group in the absence of quoted market prices in an active market. The Group believes that the carrying amounts represent recoverable amounts and the Group has no intention to dispose of the unquoted securities at the reporting date.

Methods and assumptions used to estimate fair values

The following methods and assumptions are used to estimate the fair value of each class of financial instruments:

Financial instruments Fair values determination

• Trade and other receivables The carrying amounts of these financial instruments • Cash and deposits approximate fair values due to the relatively short-term• Trade and other payables maturity of these instruments.• Amounts due from/(to) Subsidiaries

• Finance lease liabilities The carrying amounts of short-term finance lease liabilities approximate fair values because of the short period to maturity of these instruments.

The fair values of long-term finance lease liabilities are estimated based on the current rates available for finance lease liabilities with the same maturity profile. The carrying amount of the long-term finance lease liabilities are reasonable approximations of fair values due to the insignificant impact of discounting.

• Trust account The carrying amounts of these financial instruments • Club establishment approximate fair values, which represent the estimated fund amounts of the Group would receive or refund to members upon termination of investment contract.




33.5 Fair value hierarchy

No fair value hierarchy is presented as the Group and the Company have no financial instruments that are measured at fair value subsequent to initial measurement.

33.6 Financial instruments by category

The table below provides an analysis of financial instruments categorised as follows:-

Available Financial for-sale Loans liabilities at Total financial and amortised carryingGroup Note assets receivables cost amount2015 RM’000 RM’000 RM’000 RM’000

Financial assets:• Investments 15 7,725 - - 7,725• Trust account - 2,134 - 2,134• Trade receivables 20 - 114,910 - 114,910• Other receivables 21 - 6,819 - 6,819• Cash and deposits 22 - 215,590 - 215,590

7,725 339,453 - 347,178

Financial liabilities:• Finance lease liabilities 25 - - 1,279 1,279• Club establishment fund 26 - - 11,819 11,819• Trade payables 27 - - 92,601 92,601• Other payables 28 - - 10,842 10,842

- - 116,541 116,541

Available Financial for-sale Loans liabilities at Total financial and amortised carryingGroup Note assets receivables cost amount2014 RM’000 RM’000 RM’000 RM’000

Financial assets:• Investments 15 7,732 - - 7,732• Trust account - 1,902 - 1,902• Trade receivables 20 - 33,885 - 33,885• Other receivables 21 - 8,921 - 8,921• Cash and deposits 22 - 306,665 - 306,665

7,732 351,373 - 359,105

Financial liabilities:• Finance lease liabilities 25 - - 1,827 1,827• Club establishment fund 26 - - 11,826 11,826• Trade payables 27 - - 55,009 55,009• Other payables 28 - - 9,846 9,846

- - 78,508 78,508




33.6 Financial instruments by category (continued)

The table below provides an analysis of financial instruments categorised as follows:-

Available Financial for-sale Loans liabilities at Total financial and amortised carryingCompany Note assets receivables cost amount2015 RM’000 RM’000 RM’000 RM’000

Financial assets:• Amounts due from subsidiaries 17 - 98,911 - 98,911• Other receivables 21 - - - -• Cash and deposits 22 - 746 - 746

- 99,657 - 99,657

Financial liabilities:• Amounts due to subsidiaries 17 - - 81,944 81,944• Other payables 28 - - 34 34

- - 81,978 81,978

Available Financial for-sale Loans liabilities at Total financial and amortised carryingCompany Note assets receivables cost amount2014 RM’000 RM’000 RM’000 RM’000

Financial assets:• Amounts due from subsidiaries 17 - 96,702 - 96,702• Other receivables 21 - 53 - 53• Cash and deposits 22 - 883 - 883

- 97,638 - 97,638

Financial liabilities:• Amounts due to subsidiaries 17 - - 80,544 80,544• Other payables 28 - - 27 27

- - 80,571 80,571



34. COMMITMENTS

Non-cancellable operating lease commitments - Group as lessor: Group

2015 2014 RM’000 RM’000

Future minimum rental receivable:• 1 year or less 1,535 1,406• 5 years or less but over 1 year 1,432 349

2,967 1,755

The Group entered into commercial property leases on its portfolio of investment properties consisting of commercial buildings. These leases have non-cancellable lease terms of 3 years (2014: 3 years).

35. CONTINGENT LIABILITIES Group Company

2015 2014 2015 2014 RM’000 RM’000 RM’000 RM’000

Unsecured:Corporate guarantees given to bankers for banking facilities granted to subsidiaries - - 4,052 831



36. SEGMENT REPORTING

Management has determined the operating segments based on reports reviewed by the Board of Directors and the working group that makes strategic decisions.

Segment information is presented in respect of Group’s business. No segment reporting by geographical segments has been provided as the Group is primarily involved in business operations in Malaysia. Inter-segment pricing is determined according to the normal course of business and has been established under the terms that are no less favourable than those arranged with external customers. Segment revenue, results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

Investment and PropertyGroup services development Construction Trading Manufacturing Quarrying Consolidated2015 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

RevenueTotal revenue 32,148 215,382 230,827 68,138 36,079 3,932 586,506Inter segment revenue (21,568) (361) (230,793) (68,138) (35,082) - (355,942)

10,580 215,021 34 - 997 3,932 230,564

ResultsSegment results 7,270 67,899 6,418 7 7,496 3,613 92,703Unallocated income 9,030Unallocated expenses (399)

Operating profit 101,334Interest income 9,029Finance costs (83)Profit from associate 12,950Taxation (19,038)

Profit after taxation 104,192Non-controlling interests (740)

Profit for the year 103,452

AssetsSegment assets 238,729 373,796 12,512 2,444 48,706 2,153 678,340Investment in associate - 24,798 - - - - 24,798Unallocated assets 201,591

Total assets 904,729

LiabilitiesSegment liabilities 3,418 58,556 70,839 11,036 1,557 510 145,916Unallocated liabilities 44,612

Total liabilities 190,528

OthersCapital expenditure 355 581 185 - - - 1,121

Non-cash expenses:• depreciation and amortisation 1,116 356 257 - 10,208 - 11,937

Derecognition of property, plant and equipment - 1 - - - - 1



36. SEGMENT REPORTING (CONTINUED)

Investment and PropertyGroup services development Construction Trading Manufacturing Quarrying Consolidated2014 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

RevenueTotal revenue 23,373 190,052 88,015 32,735 39,801 3,568 377,544Inter segment revenue (14,376) (1,623) (88,012) (32,735) (35,507) - (172,253)

8,997 188,429 3 - 4,294 3,568 205,291

ResultsSegment results 1,308 48,115 89 11 8,387 3,388 61,298Unallocated income 4,138Unallocated expenses (490)

Operating profit 64,946Interest income 8,475Finance costs (137)Profit from associate 6,758Taxation (21,221)

Profit after taxation 58,821Non-controlling interests (486)

Profit for the year 58,335

AssetsSegment assets 199,486 158,874 24,104 2,293 61,793 2,200 448,750Investment in associate - 11,848 - - - - 11,848Unallocated assets 299,603

Total assets 760,201

LiabilitiesSegment liabilities 2,391 87,364 8,126 8,636 1,227 510 108,254Unallocated liabilities 37,971

Total liabilities 146,225

OthersCapital expenditure 1,959 1,235 5 - - - 3,199

Non-cash expenses:• depreciation and amortisation 1,202 474 288 - 242 12 2,218

Property, plant and equipment:• impairment loss - - - - 14,142 - 14,142• derecognition - 409 - - - - 409

37. RELATED PARTY DISCLOSURES

Identity of related partiesParties are considered to be related if:

• one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial or operational decision, or vice versa; or

• the Group and the Company and the party are subject to common control or common significant influence.



37. RELATED PARTY DISCLOSURES (CONTINUED)

Related parties may be individuals or other entities. The related parties of the Group and the Company are:

• Subsidiaries

Details of the subsidiaries are disclosed in Note 11 to the financial statements.

• Related corporations

Related corporations are in reference to the SHL Consolidated Berhad’s group of companies.

• Associates

Details of associate are disclosed in Note 12 to the financial statements.

• Key management personnel

Key management personnel are defined as those persons having authority and responsibility for planning, directing and controlling the activities of the Group and of the Company either directly or indirectly.

• Companies in which certain Directors have substantial financial interests

Entities in which certain Directors of the Company have significant influence in the financial and operating policy decision.

Related parties Relationship

Marusin Sdn. Bhd. A company in which Directors of the Company, Dato’ Yap Teiong Choon and Dato’ Ir. Yap Chong Lee have an interest.

Integrated Perunding Sdn. Bhd. A company in which a Director of the Company, Dato’ Ir. Yap Chong Lee has an interest.

Sepakat Setia Perunding A company in which a Director of the Company, (Sendirian) Bhd. Dato’ Ir. Yap Chong Lee has an interest.

Sejati Avenue Sdn. Bhd. A company in which a Director of the Company, Dato’ Ir. Yap Chong Lee has an interest.




37.1 Related party transactions

During the year, the Group and the Company undertook a number of transactions with certain related parties. The more significant transactions are described below:-

Transactions with subsidiaries:


Dividend income:Kajang Granite Quarry Sdn. Bhd. - - 7,000 3,000Wilayah Builders Sdn. Bhd. - - - 1,000Sin Heap Lee Construction Sdn. Bhd. - - - 5,000Sin Heap Lee Development Sdn. Bhd. - - 40,000 33,220

- - 47,000 42,220

Rental of premises:Goodstock Land Sdn. Bhd. - - 27 160

Unsecured corporate guarantees:Maximum principal amount of corporate guarantees given to bankers for banking facilities granted to:▪ Sin Heap Lee Company Sdn. Bhd. - - 8,900 8,900▪ Sin Heap Lee Brickworks Sdn. Bhd. - - 1,000 1,000▪ Sin Heap Lee Construction Sdn. Bhd. - - 57,000 57,000▪ Sin Heap Lee Development Sdn. Bhd. - - 6,000 6,000

- - 72,900 72,900

Transactions with companies in which certain Directors have substantial financial interests:


Income:Sales of goods: Sejati Avenue Sdn. Bhd. 677 4,026 - -

Expenses:Engineering consultancy services: Integrated Perunding Sdn. Bhd. 3,350 2,437 - - Sepakat Setia Perunding (Sendirian) Bhd. 440 1,122 - -




37.2 Related party balances Group Company

2015 2014 2015 2014 RM’000 RM’000 RM’000 RM’000

Amounts due from subsidiaries:Sin Heap Lee Development Sdn. Bhd. - - 97,695 87,895Sin Heap Lee Brickworks Sdn. Bhd. - - - 3,592SHL Corporate Services Sdn. Bhd. - - 1,216 1,215Kajang Granite Quarry Sdn. Bhd. - - - 3,000Wilayah Builders Sdn. Bhd. - - - 1,000

- - 98,911 96,702

Group Company

2015 2014 2015 2014 RM’000 RM’000 RM’000 RM’000

Amount due to subsidiary:Sin Heap Lee Construction Sdn. Bhd. - - 81,944 80,544

37.3 Directors’ remunerations

The aggregate amounts of remunerations received by the Directors of the Company during the financial year were as follows:-


Non-executive Directors 96 80 96 80Executive Directors 50 40 50 40

Total Directors’ fees 146 120 146 120

Non-executive Directors 739 643 14 9Executive Directors 1,809 1,500 - -

Total Directors’ other emoluments 2,548 2,143 14 9

Total Directors’ remunerations 2,694 2,263 160 129



38. COMPARATIvE INFORMATION

The following significant items of comparative information have been restated arising from a review of the disclosure requirements:

Group As previously As restated reported RM’000 RM’000

Notes to the financial statements:Investment properties (Note 13): Fair value hierarchy: ▪ Level 2 - 65,312▪ Level 3 65,312 -

Segment reporting (Note 36):▪ Investment and services 199,486 127,979▪ Property development 158,874 230,381

39. DISCLOSURE OF REALISED AND UNREALISED PROFITS

On 25 March 2010, Bursa Malaysia Securities Berhad (Bursa Malaysia) issued a directive to all listed issuers pursuant to Paragraphs 2.06 and 2.23 of Bursa Malaysia Main Market Listing Requirements. The directive requires all listed issuers to disclose the breakdown of the retained profits as at the end of the reporting period, into realised and unrealised profits or losses.

The breakdown of the retained profits of the Group and the Company as at 31 March 2015 and 31 March 2014, into realised and unrealised profits, pursuant to Bursa Malaysia Securities Berhad’s Directive Ref: LD26/10 dated 20 December 2010 is tabulated below:-


Total retained profits of the Company and subsidiaries:

• realised 482,555 445,048 172,883 167,437• unrealised 149,963 145,243 - -

632,518 590,291 172,883 167,437

Total shares of retained profits from associate:• realised 23,859 10,543 - -• unrealised (366) - - -

23,493 10,543 - -Less: Consolidated adjustments (182,765) (170,375) - -

Total retained profits 473,246 430,459 172,883 167,437



39. DISCLOSURE OF REALISED AND UNREALISED PROFITS (CONTINUED)

The determination of realised and unrealised profits is compiled based on Guidance of 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, issued by the Malaysian Institute of Accountants on 20 December 2010.

The disclosure of realised and unrealised profits above is solely for complying with the disclosure requirements stipulated in the directive of Bursa Malaysia and should be applied for this purpose only.


Location

Selangor Darul Ehsan

P.T. 20728 & Lot 27871 Mukim of CherasDistrict of Hulu Langat

P.T. 21147Mukim of CherasDistrict of Hulu Langat

P.T. 21062 Mukim of CherasDistrict of Hulu Langat

2½ Miles, Sungai Pelek43900 Sepang

Lot 64, 207, 208, 730, 1731, 1732, 1737 & P.T. 63/2Mukim and District of Sepang

Lot 1465, 1467, 1468 & 1471,P.T. 720 & 721Mukim and District of Sepang

Lot 1117, Mukim of SemenyihDistrict of Hulu Langat

Lot 2116, 3489, 58761-58790Mukim of CherasDistrict of Hulu Langat

P.T. 21023, 21226, 21911,39753 & 39754Mukim of CherasDistrict of Hulu Langat

Lot 4137Mukim of CherasDistrict of Hulu Langat

P.T. 1-491Mukim of Batang KaliDistrict of Hulu Selangor

Description &/orUsage

Golf Course, Club Houses, and Driving Range

Medical Centre

Food Court

Land and factory building

Clay reserve land

Clay reserve land

Agriculture land

Land held for future housing development

Land held for future development


Land held for future development

Tenure/ Age of

Building(Years)

Freehold22

Freehold5

Freehold5

Freehold18 & 25

Freehold

99 years lease

expiring in 2083/2084/2087

Freehold

Freehold

Freehold

99 years lease

expiring in 2067

99 years lease

expiring in 2089

Land Area

(Acres)

159.10

0.52

0.46

10.09

30.90

7.34

3.54

9.70

7.48

0.37

87.90

Net Book value

RM’000

159,668

22,000

2,180

14,278

5,158

706

931

3,856

6,817

1

8,642

Date of Acquisition/

Date of Revaluation

31-3-2015

31-3-2015

31-3-2015

31-3-2015

31-3-2015

31-3-2015

23-6-2009

24-9-19927-5-1990

19-12-1989

31-3-2000

15-1-1991

10-2-1999

LIST OF PROPERTIESAs at 31 March 2015


LIST OF PROPERTIESAs at 31 March 2015 (cont’d)

Date of Acquisition/

Date of Revaluation

4-4-197918-12-1986

31-3-1987

31-3-1994

19-2-2003

31-3-2015

1-12-19979-8-1997

31-3-2000

7-5-1998

19-2-2003

31-3-2015

31-3-2015

31-3-2000

Net Book value

RM’000

1

78

1,178

2,614

132,444

13,338

46,108

520

45,700

2,480

Land Area

(Acres)

10.69

2.98

4.87

3.00

196.43

9.62

12.46

0.03

0.23

101.49

Tenure/ Age of

Building(Years)

Freehold

Freehold

99 years lease

expiring in 2102

Freehold

Freehold

99 years lease

expiring in 2092

99 years lease

expiring in 2102

Freehold31

Freehold21

Freehold

Description &/orUsage



Commercial land held for future housing development


Ongoing development of housing scheme



Condominium unit

Commercial building

Agriculture land held for future development

Location

Selangor Darul Ehsan (cont’d)

P.T. 405, 412, 413, 1586, 2053 2302, 2305, 2349-2357, 2403 & 2404, Mukim of RawangDistrict of Gombak

P.T. 368-369, 392-395,1673-1674 & 34019-34040 Mukim and District of Petaling

P.T. 6595, 6596 & 6933Mukim Bukit RajahDistrict of Petaling

Lot 30571 & 30572Mukim of CherasDistrict of Hulu Langat

Lot 7989 & 7990, PT 10503, Lot 1340, Mukim of SemenyihDistrict of Hulu Langat

Lot 27902 & P.T. 55131Mukim of CherasDistrict of Hulu Langat

P.T. 6235, 6492, 6534, 6613, 6615, 6617, 20028, 20642 & 20643, Mukim Bukit RajahDistrict of Petaling

Wilayah Persekutuan

10B, Antah TowerJalan 3/57C, Off Jalan Kuching51200 Kuala Lumpur

Lot 251, Section 43Wilayah PersekutuanKuala Lumpur

Negeri Sembilan

Lot 493, 497, 499, 502, 503, 504, 505, 506, 507, 510, 580, 697, 698 & 699 Mukim of Parit TinggiDistrict of Kuala Pilah


ANALYSIS OF SHAREHOLDINGSAs at 30 June 2015

SHARE CAPITAL

Authorised Share Capital - RM1,000,000,000.00Issued and Fully Paid-up Capital - RM242,123,725.00Class of Shares - Ordinary Shares of RM1.00 EachVoting Right - One Vote Per Ordinary ShareNo. of Shareholders - 3,636

DISTRIBUTION OF SHAREHOLDINGS

No. of No. of Size of Shareholdings Shareholders % Shares %

Less than 100 337 9.27 14,680 0.01 100 - 1,000 506 13.92 375,689 0.16 1,001 - 10,000 2,349 64.60 7,603,202 3.14 10,001 - 100,000 375 10.31 10,660,050 4.40 100,001 and below 5% 66 1.82 111,362,185 45.99 5% and above 3 0.08 112,107,919 46.30

TOTAL 3,636 100.00 242,123,725 100.00

SUBSTANTIAL SHAREHOLDERS

NRIC No./ Direct Holdings Indirect Holdings

Name of Substantial Shareholders Registration No. No. of Shares % No. of Shares %

1 Y.A.M. Tengku Abdul Samad Shah 530927-10-5667 - - 21,222,437 8.77 Ibni Almarhum Sultan Salahuddin Abdul Aziz Shah 2 Dato’ Yap Teiong Choon 530218-10-5955 4,283,869 1.77 58,659,844 24.23 3 Dato’ Ir. Yap Chong Lee 540921-10-5761 3,235,519 1.34 94,825,143 39.16 4 Yap Teiong Choon Holdings Sdn Bhd 67870-U 3,411,944 1.41 54,247,900 22.41 5 Sin Heap Lee Holdings Sdn Bhd 67869-D 51,519,703 21.28 - - 6 Sin Heap Lee Capital Sdn Bhd 73421-H 43,976,500 18.16 - - 7 Taipan Equity Sdn Bhd 292562-W 21,222,437 8.77 - - 8 Unikburan Sdn Bhd 336994-X 16,611,716 6.86 - - 9 Yap Chong Lee Holdings Sdn Bhd 146380-A 15,490,388 6.40 - -

DIRECTORS’ SHAREHOLDINGS

Direct Holdings Indirect Holdings

Name of Directors NRIC No. No. of Shares % No. of Shares %

1 Y.A.M. Tengku Abdul Samad Shah 530927-10-5667 - - 21,222,437 8.77 Ibni Almarhum Sultan Salahuddin Abdul Aziz Shah 2 Dato’ Yap Teiong Choon 530218-10-5955 4,283,869 1.77 58,659,844 24.23 3 Dato’ Ir. Yap Chong Lee 540921-10-5761 3,235,519 1.34 94,825,143 39.16 4 Wong Tiek Fong 620620-06-5161 80,000 0.03 - - 5 Wong Yew Mei 580319-07-5586 236,150 0.10 - - 6 Souren Norendra 701228-10-5119 - - - - 7 Ng Chin Hoo 590514-08-5391 - - - -


ANALYSIS OF SHAREHOLDINGSAs at 30 June 2015 (cont’d)

LIST OF THE THIRTY (30) LARGEST SHAREHOLDERSAS AT 30 JuNE 2015

NRIC No./ No. of Names Registration No. Shares %

1 SIN HEAP LEE HOLDINGS SDN BHD 67869-D 51,519,703 21.28

2 SIN HEAP LEE CAPITAL SDN BHD 73421-H 43,976,500 18.16

3 UNIKBURAN SDN BHD 336994-X 16,611,716 6.86

4 AMSEC NOMINEES (TEMPATAN) SDN BHD 102918-T 12,000,000 4.96 Pledged Securities Account - Ambank (M) Berhad for Taipan Equity Sdn Bhd

5 HSBC NOMINEES (ASING) SDN BHD 4381-U 11,947,000 4.93 Exempt AN for JPMorgan Bank Luxembourg S.A. (JPM INTL BK LTD)

6 STEENSTED ENTERPRISE SDN BHD 118559-D 10,342,600 4.27

7 YAP CHONG LEE HOLDINGS SDN BHD 146380-A 9,246,150 3.82

8 TAIPAN EQUITY SDN BHD 292562-W 9,222,437 3.81

9 YAP SIN YAN & SONS SDN BHD 4555-W 8,403,939 3.47

10 SSP PROFESSIONAL SERVICES SDN BHD 93332-T 8,030,000 3.32

11 YAP CHONG LEE HOLDINGS SDN BHD 146380-A 6,244,238 2.58

12 YAP TEIONG CHOON HOLDINGS SDN BHD 67870-U 3,411,944 1.41

13 YTC GLOBAL SDN BHD 49941-A 2,728,197 1.13

14 DATO’ IR. YAP CHONG LEE 540921-10-5761 2,463,019 1.02

15 YAP TEONG SUAN 440427-10-5493 2,303,142 0.95

16 ENVIMATIC SDN BHD 251931-X 2,286,750 0.94

17 DATO’ YAP TEIONG CHOON 530218-10-5955 2,223,650 0.92

18 DATO’ YAP TEIONG CHOON 530218-10-5955 2,060,219 0.85

19 DATIN PHAN FOO BEAM 530301-08-6986 2,000,000 0.83

20 MAYBANK SECURITIES NOMINEES (TEMPATAN) SDN BHD 284597-P 1,804,550 0.75 Pledged Securities Account for Ng Peck Chin

21 KMB-WAJAR SERI SDN BHD 621146-W 1,510,000 0.62

22 DATO’ IR. YAP CHONG LEE 540921-10-5761 772,500 0.32

23 CITIGROUP NOMINEES (ASING) SDN BHD 263875-D 693,700 0.29 CBNY for Dimensional Emerging Markets Value Fund

24 GOH THONG BENG 401020-07-5219 660,000 0.27

25 KHER PEK CHOO 520301-10-5578 640,000 0.26

26 MAYBANK SECURITIES NOMINEES (TEMPATAN) SDN BHD 284597-P 510,000 0.21 Pledged Securities Account for Lim Bee Ying

27 YAP WENG YAU 831028-14-6261 500,000 0.21

28 YAP HONG ENG 351206-10-5014 375,000 0.15

29 YAP BOON HUNG 600704-10-5863 355,500 0.15

30 YAP BOON WAN 580830-10-5957 341,750 0.14

PROXYFORM

I/W e

NRIC No./Passport No./Company No. of

being a member of SHL CONSOLIDATED BHD. hereby appoint

NRIC No./Passport No. of

and/or

NRIC No./Passport No. of

Resolutions For Against

Resolution 1

Resolution 2

Resolution 3

Resolution 4

Resolution 5

Resolution 6

Resolution 7

Please indicate with ‘X ’ where appropriate against each resolution how you wish your votes to be cast. In the absenceof specif ic directions, the proxy may vote or abstain from voting on the resolutions as he/she may think f it.

Number of Shares Held

Signature(s)/Common Seal of the Corporation

Tel :

Date :

NOTES:

S H L C ONSO L IDAT ED B HD .(Company No: 293565-W )(Incorporated in M alaysia)

Proxy No. of Shares %

First Proxy

Second Proxy

W here a member appoints 2 proxies (refer toNote No. 2), please specif y the proportions ofthe member’s holdings to be represented byeach proxy.

or failing him/her the Chairman of the Meeting as my/our proxy to vote on my/our behalf at the 21st Annual General Meeting of the Company to be held on Thursday, 3 September 2015 at 11.30 a.m. and at any adjournment thereof, and to vote as indicated below: -

To approve the Final Single-Tier Dividend

To approve the payment of Directors’ fees

To re-elect Y.A.M. Tengku Abdul Samad Shah Ibni Almarhum Sultan Salahuddin Abdul Aziz Shah as Director of the Company

To re-elect Dato’ Ir. Yap Chong Lee as Director of the Company

To re-appoint Messrs Khoo Wong & Chan as Auditors of the Company and authorise the Directors to �x their remuneration

To approve the proposed Shareholders’ Mandate for SHL Group to enter into recurrent related party transactions of a revenue or trading nature

To approve the ordinary resolution pursuant to Section 132D of the Companies Act, 1965

i. A member of the Company entitled to attend and vote at the Annual General Meeting may appoint any person as his/her proxy to attend and vote in his/her stead.

ii. Where a member appoints two proxies, the appointments shall be invalid unless he speci�es the proportions of his holdings to be represented by each proxy.

iii. For corporate members, this proxy form must be executed under the common seal of the corporation or under the hand of its attorney.

iv. Unless voting instructions are indicated in the spaces provided above, the proxy may vote as he/she thinks �t.v. For this proxy to be valid, it must be lodged at the Registered O�ce of the Company at 6th Floor, Wisma Sin Heap Lee, 346,

Jalan Tun Razak, 50400 Kuala Lumpur, not less than 48 hours before the time appointed for holding the Annual General Meeting or at any adjournment thereof.

vi. Only a depositor whose name appears in the Record of Depositors as at 27 August 2015 shall be entitled to attend, speak and vote at the 21st Annual General Meeting or appoint a proxy / proxies to attend and vote instead of him.

Fold here

Fold here

S H L C onsolidated B hd. (293565-W )

6th Floor, W isma Sin Heap Lee346, Jalan Tun Razak50400 Kuala Lumpur

Please aff ix Stamp

ANNUAL REPORT 2015

SHL CONSOLIDATED BHD. (293565-W)

w w w . s h l c b . c o m . m y

6th Floor, Wisma Sin Heap Lee,346, Jalan Tun Razak,50400 Kuala Lumpur.Tel : 603 - 2163 7788Fax : 603 - 2163 1391

SHL

CO

NSO

LID

AT

ED

BH

D. (293565-W

)

A

nnual Report 2015

S o a r i n g A h e a d

Documents

SHL CONSOLIDATED BHD. Report/SHL Annual Report 201… · ANNUAL REPORT 2015 SHL CONSOLIDATED BHD. (293565-W) w w w . s h l c b . c o m . m y 6th Floor, Wisma Sin Heap Lee, 346, Jalan