Annual Report 2014

ANNUAL REPORT 2014

CONTENTS

CENTURY BOND BHD. 228669-V (Incorporated in Malaysia)

Corporate Information

Notice Of 22nd Annual General Meeting

Profile Of Directors

Chairman’s Statement

Audit Committee Report

Additional Compliance Information

Statement Of Corporate Governance

Statement On Risk Management And Internal Control

Directors’ Report

Statement By Directors

Statutory Declaration

Independent Auditors’ Report

Statements Of Financial Position

Statements Of Profit Or Loss

Statements Of Profit Or Loss And Other Comprehensive Income

Consolidated Statement Of Changes In Equity

Statements Of Cash Flows

Notes To The Financial Statements

List Of Properties

Analysis Of Shareholdings

Proxy Form

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CORPORATE INFORMATION

BOARD OF DIRECTORSMr Lai Poh Fye Chairman, Independent Non- Executive DirectorMr Tan Siew Kim Managing DirectorMr Kuan Hai Ngon Executive DirectorMdm Tan Sui Moi Executive DirectorDatuk Tan Boon Leng Executive DirectorMdm Tan Seok Kim Executive DirectorMr Tan Sew Kee Non Independent Non-Executive DirectorMr Yoong How Kiat Senior Independent Non-Executive DirectorMr Lim Kai Siang Independent Non-Executive Director

AUDIT COMMITTEE SECRETARIESMr Lim Kai Siang - Chairman Mr Lee Wee Hee (MAICSA 0773340)Mr Lai Poh Fye - Member Ms Pow Juliet (MAICSA 7020821)Mr Yoong How Kiat - Member

NOMINATION COMMITTEE REGISTERED OFFICEMr Yoong How Kiat - Chairman Suite 5.11 & 5.12, 5th Floor, Menara TJB,Mr Lim Kai Siang - Member No.9, Jalan Syed Mohd. Mufti,Mr Lai Poh Fye - Member 80000 Johor Bahru, Johor . Tel: 07-224 2823 Fax: 07-223 0229

AUDITORS PRINCIPAL PLACE OF BUSINESSKPMG (AF 0758) PLO 97,98 & 99, Jalan Cyber 5,Level 14, Menara Ansar, Senai Industrial Estate III,65, Jalan Trus, 81400 Senai, Johor.80000 Johor Bahru, Johor

SHARE REGISTRAR PRINCIPAL BANKERSShareWorks Sdn. Bhd. (229948-U) CIMB Bank BerhadNo. 2-1, Jalan Sri Hartamas 8 United Overseas Bank (Malaysia) Bhd.Sri Hartamas, 50480 Kuala Lumpur Tel: 03-6201 1120 Fax: 03-6201 3121

WEB-SITE STOCK EXCHANGE LISTINGwww.centurybond.com Main Market of Bursa Malaysia Securities Berhad

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NOTICE OF 22ND ANNUAL GENERAL MEETING


NOTICE IS HEREBY GIVEN THAT the 22nd Annual General Meeting of Century Bond Bhd. will be held at the Orchid Room, Level 6, Berjaya Waterfront Hotel Johor Bahru, 88 Jalan Ibrahim Sultan, Stulang Laut, 80300 Johor Bahru, Johor Darul Takzim on Friday, the 26th day of September, 2014 at 11.00 am for the following purposes: AGENDAAS ORDINARY BUSINESS

1. To receive the Audited Financial Statements for the year ended 31 March 2014 Resolution 1 together with the Reports of the Directors and Auditors thereon.

2. To approve the payment of a Final Single Tier Dividend of 2.0 sen per share in respect Resolution 2 of the financial year ended 31 March 2014.

3. To re-elect the following Directors retiring by rotation pursuant to Article 117 of the Company's Articles of Association:- i) Mr Lim Kai Siang Resolution 3 ii) Madam Tan Sui Moi Resolution 4 iii) Madam Tan Seok Kim Resolution 5

4. To re-appoint Messrs KPMG as Auditors of the Company for the ensuing year and Resolution 6 to authorise the Directors to fix their remuneration.

AS SPECIAL BUSINESS

To consider and if thought fit, to pass the following resolutions:-

ORDINARY RESOLUTION 5. To approve the payment of a sum totalling RM126,000 as Directors' fees for the Resolution 7 financial year ended 31 March 2014.

ORDINARY RESOLUTION 6. PROPOSED RETENTION OF INDEPENDENT DIRECTOR "THAT Mr Lai Poh Fye be retained and remain as an Independent Director of the Resolution 8 Company in accordance with the Malaysian Code of Corporate Governance 2012." ORDINARY RESOLUTION 7. “THAT pursuant to Section 129(6) of the Companies Act, 1965, Mr Tan Sew Kee Resolution 9 who is over the age of 70 years and retires pursuant to Section 129(2) of the Companies Act, 1965 be and is hereby re-appointed as a Director of the Company to hold office until the next annual general meeting of the Company.” 8. To transact any other business for which due notice shall have been given in accordance with the Company's Articles of Association and/or the Companies Act, 1965.

BY ORDER OF THE BOARD

LEE WEE HEE (MAICSA 0773340)POW JULIET (MAICSA 7020821)Secretaries

Date : 4 September 2014

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NOTICE OF 22ND ANNUAL GENERAL MEETING


NOTES :(i) A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy may but need not be a member of the Company and need not be an advocate, an approved company auditor or a person approved by the Registrar of Companies. Notwithstanding this, a member entitled to attend and vote at the Meeting is entitled to appoint any person as his proxy to attend and vote instead of him at the Meeting. There shall be no restriction as to the qualification of the proxy. A proxy appointed to attend and vote at the Meeting shall have the same rights as the member to speak at the Meeting.

(ii) A member shall be entitled to appoint up to two (2) proxies only to attend and vote at the same meeting and where a member appoints more than one proxy, the appointments shall be invalid unless he specifies the proportions of his holding to be represented by each proxy.

(iii) Where a member is an Authorised Nominee as defined under the Securities Industry (Central Depositories) Act 1991, he may appoint at least one (1) proxy in respect of each Securities Account he holds with ordinary shares of the Company standing to the credit of the said Securities Account. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibus account”) there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.

(iv) The instrument appointing a proxy shall be in writing in the common form or any form approved by the Directors under the hand of the appointor or his attorney duly authorised in writing.

(v) The instrument appointing a proxy, together with the power of attorney (if any) under which it is signed or a certified copy thereof, shall be deposited at the Registered Office of the Company situated at Suite 5.11 & 5.12, 5th Floor, Menara TJB, No. 9, Jalan Syed Mohd. Mufti, 80000 Johor Bahru, Johor at least forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in such instrument proposes to vote.

(vi) In respect of deposited securities, only members whose names appear on the Record of Depositors on 19 September 2014, shall be eligible to attend the meeting or appoint proxy(ies) to attend and/or vote on his behalf.

Explanatory Notes on Special Business

(vii) Directors' Fees The Proposed Ordinary Resolution 7, if passed, will authorise the payment of Directors' fees pursuant to Article 111 of the Articles of Association.

(viii) Proposed Retention of Independent Director The proposed Ordinary Resolution 8, if passed, will allow Mr Lai Poh Fye to be retained and continue acting as an Independent Director to fullfil the requirements of Paragraph 3.04 of Bursa Malaysia's Main Market Listing Requirements and in line with the recommendation No 3.2 of the Malaysian Code of Corporate Governance 2012. The full details of the Board's justification and recommendations for the retention of Mr Lai Poh Fye as an Independent Director is set out in Section 3 of the Board's Corporate Governance Statement in the 2014 Annual Report on Page 20.

(ix) Re-appointment of Director The Proposed Ordinary Resolution 9, will result in the re-appointment of Mr Tan Sew Kee, a Director who is over the age of 70 years to hold office until the next annual general meeting of the Company. Pursuant to Section 129(6) of the Companies, Act, 1965, the resolution to re-appoint Mr Tan Sew Kee requires a majority of not less than three fourth of such members of the Company as being entitled so to do vote in person or by proxy.


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PROFILE OF DIRECTORS

MR LAI POH FYE, a Malaysian, aged 66, is the Chairman of Century Bond Bhd. ("CBB"). He was appointed as director of the Company on 29 August 2003. He was elected and assumed the position of Chairman of the Board on 29 November 2012. He is also a member of the Board’s Audit Committee and Nomination Committee.

He is a Barrister-at-law (England) of The Honourable Society of Lincoln's Inn and was called to the Malaysian Bar on 28 August 1973. He is currently the senior partner of Messrs Jackson & Masacorale. Mr Lai does not hold any other directorship in any other public companies.

He attended four out of five Board Meetings held during the financial year ended 31 March 2014. Save as disclosed under Note 23 of the Audited Financial Statements for the financial year ended 31 March 2014, he does not have any conflict of interest with CBB. He has no family relationship with any of the directors and/or major shareholders of CBB. He has no convictions for offences within the past 10 years. He does not hold any shares of the Company.

MR TAN SIEW KIM, a Malaysian, aged 64, is the Managing Director of the CBB group. He was appointed as director of the Company on 1 June 2000.

He has vast business and technical hands-on experience in the paper packaging industry garnered over the past 41 years in the industry. Mr Tan does not hold any other directorship in any other public companies.

He attended all the five Board Meetings held during the financial year ended 31 March 2014. Save as disclosed under Note 23 of the Audited Financial Statements for the financial year ended 31 March 2014, he does not have any conflict of interest with CBB. He is the brother of Mr Tan Sew Kee and Mdm Tan Sui Moi, both of whom are directors and major shareholders of the Company. Mdm Tan Seok Kim and Datuk Tan Boon Leng, the directors and major shareholders of the Company are the niece and nephew of Mr Tan Siew Kim. He has no convictions for offences within the past 10 years. He directly holds 2,619,900 ordinary shares of RM0.50 each in the Company. He is also deemed interested in 60,660,700 ordinary shares of RM0.50 each in the Company through C B Equities Sdn. Bhd. by virtue of Section 6A of the Companies Act, 1965.

DATUK TAN BOON LENG, a Malaysian, aged 49, is the Executive Director of the Company. He was appointed as director of the Company on 29 March 1996.

He has over 31 years of business experience and contributed to the growth and expansion of the business of the Group and its subsidiaries especially in the areas of sales and marketing of the Group’s products. He is also an Independent Non Executive Director and member of the Audit Committee and Remuneration Committee of N2N Connect Berhad, a company listed on the Ace Market of Bursa Malaysia Securities Berhad.

He attended four out of five Board Meetings held during the financial year ended 31 March 2014. Save as disclosed under Note 23 of the Audited Financial Statements for the financial year ended 31 March 2014, he does not have any conflict of interest with CBB. He is the brother of Mdm Tan Seok Kim and the son of Mr Tan Sew Kee, the directors and major shareholders of the Company. He is also the nephew of Mr Tan Siew Kim and Mdm Tan Sui Moi, both directors and major shareholders of the Company. He has no convictions for offences within the past 10 years. He directly holds 50,000 ordinary shares of RM0.50 each in the Company. He is deemed interested in 60,660,700 ordinary shares of RM0.50 each in the Company through C B Equities Sdn. Bhd. by virtue of Section 6A of the Companies Act, 1965.


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MDM TAN SUI MOI, a Malaysian, aged 66, is the Executive Director of CBB. She was appointed as director of the Company on 29 March 1996.

She has over 40 years of business and working experience and contributed to the growth and expansion of the business of the Group and its subsidiaries. Her current responsibilities include overall responsibility for the Group’s financial and administrative management. Mdm Tan does not hold any other directorship in any other public companies.

She attended all the five Board Meetings held during the financial year ended 31 March 2014. Save as disclosed under Note 23 of the Audited Financial Statements for the financial year ended 31 March 2014, she does not have any conflict of interest with CBB. She is the sister of Mr Tan Sew Kee and Mr Tan Siew Kim, both the directors and major shareholders of the Company. Mdm Tan Seok Kim and Datuk Tan Boon Leng, both directors and major shareholders of the Company are the niece and nephew of Mdm Tan Sui Moi. She has no convictions for offences within the past 10 years. She directly holds 1,639,000 ordinary shares of RM0.50 each in the Company. She is also deemed interested in 60,660,700 ordinary shares of RM0.50 each in the Company through C B Equities Sdn. Bhd. by virtue of Section 6A of the Companies Act, 1965.

MDM TAN SEOK KIM, a Malaysian, aged 50, is the Executive Director of CBB. She was appointed as director of the Company on 29 March 1996.

She graduated with a Degree in Business Administration (major in finance) from University of Central Arkansas in the United States of America in 1987. She has over 27 years of experience in the field of sales and marketing and has contributed to the growth and expansion of the business of the Group and its subsidiaries especially the Group’s household care products and adhesive products division. She does not hold any other directorship in any other public companies.

She attended all the five Board Meetings held during the financial year ended 31 March 2014. Save as disclosed under Note 23 of the Audited Financial Statements for the financial year ended 31 March 2014, she does not have any conflict of interest with CBB. She is the sister of Datuk Tan Boon Leng and the daughter of Mr Tan Sew Kee, the directors and major shareholders of the Company. She is also the niece of Mr Tan Siew Kim and Mdm Tan Sui Moi, both directors and major shareholders of the Company. She has no convictions for offences within the past 10 years. She directly holds 349,500 ordinary shares of RM0.50 each in the Company. She is also deemed interested in 60,660,700 ordinary shares of RM0.50 each in the Company through C B Equities Sdn. Bhd. by virtue of Section 6A of the Companies Act, 1965.

MR KUAN HAI NGON, a Malaysian, aged 62, is the Executive Director of CBB. He was appointed as director of the Company on 29 March 1996.

He has over 42 years of hands-on business and technical experience in the packaging industry and contributed to the growth and expansion of the business of the Group and its subsidiaries. His main responsibilities in the Group involves the effective functioning and operation of the procurement and production processes. Mr Kuan does not hold any other directorship in any other public companies.

He attended all the five Board Meetings held during the financial year ended 31 March 2014. Save as disclosed under Note 23 of the Audited Financial Statements for the financial year ended 31 March 2014, he does not have any conflict of interest with CBB. He has no family relationship with any of the directors and/or major shareholders of CBB. He has no convictions for offences within the past 10 years. He is deemed interested in 60,660,700 ordinary shares of RM0.50 each in the Company through C B Equities Sdn. Bhd. by virtue of Section 6A of the Companies Act, 1965 and also deemed interested in 332,800 ordinary shares of RM0.50 each in the Company held by his spouse Mdm Chai Choo Hiang pursuant to Section 134(12)(b) of Companies Act, 1965.


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MR TAN SEW KEE, a Malaysian, aged 76, is the Non Executive Director of CBB. He was appointed as director of the Company on 29 August 2003.

He started his career in Tebrau Finance Sdn. Bhd. in 1970 and was there for a period of 25 years before he left as a managing director. In 1983, he joined Polypulp Paper Industries Bhd as Director and he was with Polypulp for a period of 12 years before he retired. He does not hold any other directorship in any other public companies.

He attended all the five Board Meetings held during the financial year ended 31 March 2014. Save as disclosed under Note 23 of the Audited Financial Statements for the financial year ended 31 March 2014, he does not have any conflict of interest with CBB. He is the brother of Mr Tan Siew Kim and Mdm Tan Sui Moi, both directors and major shareholders of the Company. Mdm Tan Seok Kim and Datuk Tan Boon Leng, directors and major shareholders of the Company are the daughter and son respectively of Mr Tan Sew Kee. He has no convictions for offences within the past 10 years. He directly holds 8,043,066 ordinary shares of RM0.50 each in the Company.

MR LIM KAI SIANG, a Malaysian, aged 53, is the Independent Non Executive Director of CBB. He was appointed as director of the Company on 11 November 2010 and was appointed as Chairman of the Audit Committee on 29 November 2012. He is also a member of the Board’s Nomination Committee.

He graduated from the University of Malaya with a Bachelor of Accounting (Honours) degree in 1986. He is a Chartered Accountant of the Malaysian Institute of Accountants and a Fellow Member of the Chartered Tax Institute of Malaysia.

He has over 27 years of experience in auditing and business consultancy. He set up his own practice of Lim Kai Siang & Co. (AF 1034) in 1996 providing statutory audit, tax compliance and related services for companies engaged in trading, manufacturing, servicing and other industries. The firm also provides professional services such as due diligence review for corporate takeover exercise and acted as reporting accountants for listing exercise. The firm was appointed as external auditors to a company listed in the ACE Market of the Bursa Malaysia for the financial years 2004 to 2009. He does not hold any other directorship in any other public listed companies.

He attended all the five Board Meetings held during the financial year ended 31 March 2014. Save as disclosed under Note 23 of the Audited Financial Statements for the financial year ended 31 March 2014, he does not have any conflict of interest with CBB. He has no family relationship with any of the directors and/or major shareholders of CBB. He has no convictions for offences within the past 10 years. He does not hold any shares of the Company.

MR YOONG HOW KIAT, a Malaysian, aged 48, is the Independent Non Executive Director of CBB. He was appointed as director of the Company on 17 November 2011. He is a member of the Audit Committee of the Company and identified as the Senior Independent Non Executive Director of CBB on 29 November 2012. He is the Chairman of the Board’s Nomination Committee.

He is a Barrister-at-law from Middle Temple and is currently the partner of Messrs H.K. Yoong. Mr Yoong does not hold any other directorship in any other public companies.

He has over 20 years of legal practice since 1992. Areas of practice include civil and criminal litigation, arbitration, labour and industrial dispute, conveyancing, corporate and commercial works and intellectual property.

He attended all the five Board Meetings held during the financial year ended 31 March 2014. Save as disclosed under Note 23 of the Audited Financial Statements for the financial year ended 31 March 2014, he does not have any conflict of interest with CBB. He has no family relationship with any of the directors and/or major shareholders of CBB. He has no convictions for offences within the past 10 years. He does not hold any shares of the Company.


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CHAIRMAN'S STATEMENT

Dear Shareholders,

On behalf of the Board of Directors of Century Bond Bhd., I am pleased to present the Annual Report and Audited Financial Statements for the financial year ended 31 March 2014.

PERFORMANCE & FINANCIAL REVIEW

During the financial year under review the Century Bond Bhd. Group’s performance was affected by various challenges. The uncertainties and uneven recovery in the global and domestic economy affected sentiment.

Intense competition, higher raw material costs and over capacity plagued the packaging industry.

Against this backdrop, the Group recorded a total revenue of RM170.080 million for the financial year ended 2014 which represents a marginal decrease of 8.97% compared to RM186.841 million recorded in financial year ended 2013.

Group’s profit after tax for the financial year ended 31 March 2014 was RM18.448 million compared to RM20.557 million in the preceding year.

The Group’s earning per share decreased from 15.96 sen for financial year ended 2013 to 14.35 sen for the financial year ended 2014.

On a segmental basis the revenue from the paper packaging division decreased from RM157.906 million to RM144.194 million due to lower sales volume achieved. Revenue for plastic packaging division decreased from RM15.170 million to RM14.697 million due to lower sales volume. Revenue for the contract manufacturing and packaging division decreased from RM 10.455 million to RM8.724 million due to lower sales volume.

The Group’s net asset per share has improved from RM1.26 for financial year ended 2013 to RM1.37 for financial year ended 2014.

CORPORATE SOCIAL RESPONSIBILITY STATEMENT

Century Bond Bhd., as a responsible corporate entity is mindful of the need to ensure that it conducts itself and its business practices based on ethical values and respect for the community, employees, the environment, shareholders and other stakeholders.

The Group recognizes the importance of contributing towards environmental conservation and sustainability in our operations and continued to initiate improvements in its operations to mitigate and minimize any adverse impact towards environmental conservation.

The Group continues to explore ways in which to achieve the efficient usage of resources and materials to reduce wastage, identify creative ways to re-use and recycle and promote opportunities for recycling.

The Group’s human resources policies and practices especially occupational safety and health issues were continuously stressed upon to ensure that the well being of the Group’s employees are adequately addressed.

The Group’s policies ensure that fair employment opportunities, in-house skills enhancements and training are provided for career growth opportunities within the Group.


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CHAIRMAN'S STATEMENT

Century Bond Bhd. will continue to conduct and enhance its business practices in an open and transparent manner based on good ethical and moral values with due consideration and respect to the community, employees, the environment, shareholders and other stakeholders.

The Board has also taken cognizance of the Sustainability Programme for Corporate Malaysia launched by YAB Prime Minister on 23 November 2010 and the issuance by Bursa Malaysia Securities Berhad, of the Guide For Directors on Powering Business Sustainability.

The Board will endeavour to take appropriate steps and implement measures to enhance awareness of sustainability and embed sustainability practices within the Group.

DIVIDEND

Century Bond Bhd.’s dividend payout policy is structured to provide investors with reasonable dividend payouts, bearing in mind the funding requirements of the Group’s business needs and capital growth. The Board is pleased to recommend for your approval a second and final single tier dividend of 2.0 sen per ordinary share in respect of the financial year ended 31 March 2014 at the forthcoming 2014 Annual General Meeting.

PROSPECTS

The Group’s core attention and focus will be maintained in the paper packaging division which is the key driver of growth. While other avenues and opportunities will continue to be explored and identified, the Group is mindful that in the prevailing market conditions, caution will be exercised.

The Group’s business for the next financial year will remain difficult and challenging. Local business confidence and sentiment continue to remain weak and uncertain, affected by local events. Going forward, the Group will closely monitor and take appropriate measures to insulate and adapt to the ever changing operating conditions.

The Group will maintain its competitive edge in so far as the economic situation permits.

APPRECIATION

On behalf of the Board, I would like to express our utmost appreciation to the management and staff for their dedication, commitment and untiring contributions, and to our bankers, business partners, advisers, suppliers, distributors, customers and consumers for their continued support and loyalty to the Company. Our appreciation also goes out to the relevant regulatory authorities, the various government agencies and local authorities. I also wish to put on record my sincere gratitude to my fellow Directors for their counsel and support.

I would also like to express the Board’s appreciation to Mr Ho Saw Leong, who resigned as a Non-Independent Non-Executive Director of the Company on 29 May 2014.

Lastly on behalf of the Group, our thanks and appreciation goes out to all our shareholders for their continued support and confidence in us.

Lai Poh FyeChairman


AUDIT COMMITTEE REPORT

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COMPOSITION AND MEETINGS

The Audit Committee of Century Bond Bhd. comprises of the following Directors:

Mr Lim Kai Siang (Independent Non-Executive Director) - ChairmanMr Lai Poh Fye (Independent Non-Executive Director) - MemberMr Yoong How Kiat (Independent Non-Executive Director) - Member

The Audit Committee held five meetings during the financial year ended 31March 2014 and the details of the attendance of the Audit Committee members are as follows:

Member of Audit Committee

Mr Lim Kai Siang

Mr Lai Poh Fye

Mr Yoong How Kiat

TERMS OF REFERENCE

I. COMPOSITION

1. The Audit Committee shall be appointed by the Board of Directors and shall be comprised of a minimum of three (3) Directors subject to a maximum of five (5) Directors or such number as may be determined by the Board of Directors from time to time.

2. All the Audit Committee members must be Non-Executive Directors, with a majority of them being Independent Directors as defined in Bursa Malaysia Securities Berhad Listing Requirements.

3. The members of the Audit Committee shall elect a Chairman from among themselves who shall be an Independent Director; and

4. At least one (1) member of the Audit Committee: i) must be a member of the Malaysian Institute of Accountants (“MIA”), or ii) if he is not a member of the MIA, he must have at least 3 years’ working experience and: (a) he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act, 1967; or (b) he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Accountants Act, 1967. iii) fulfills such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad.

5. No Alternate Director shall be appointed as a member of the Audit Committee.

II. POLICY

It is the policy of CBB to establish an Audit Committee to provide assistance to the Board in relation to fulfillment of the Board’s statutory as well as fiduciary responsibilities and ensure that the internal and external audit functions of the CBB Group are being carried out adequately and effectively.

Attendance

5/5

4/5

5/5



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III. FUNCTIONS

The Audit Committee shall review, report and make recommendations to the Board on the following matters:

1. The appointment of the external auditors, the audit fee and any questions of re-appointment, resignation or dismissal and in particular to assess the suitability and independence of the external auditors on an annual basis.

2. To discuss with the external auditors before the audit commences, the nature and scope of the audit.

3. To review with the external auditors; • the audit plan and the audit reports; • his evaluation of the system of internal controls; • his audit report; • his management letter and management’s response; • the assistance given by the Company's employees to the external auditors; • to discuss problems and reservations arising from the interim and final audit, and any matter the auditors may wish to discuss (in the absence of management where necessary).

4. To review: • the Statement of Financial Position, Statement of Profit or Loss and Statement of Profit or Loss and Other Comprehensive Income of the Company and the consolidated Statement of Financial Position, Statement of Profit or Loss and Statement of Profit or Loss and Other Comprehensive Income of the Group and thereafter to submit them to the Directors of the Company; • the quarterly and year-end financial statements of the Company and Group prior to the approval of the Board of Directors, focusing particularly on: i) changes in or implementation of major accounting policies and practices ii) significant adjustments arising from the audit; iii) the going concern assumption; iv) compliance with accountings standards and other legal requirements. • Any related party transaction and conflict of interest situation that may arise within the Company or Group including any transaction, procedure or course of conduct that raises questions of management integrity.

5. Establishment of an internal audit function which is independent of the activities it audits and in relation thereto: • ensure that the internal audit function reports directly to the Audit Committee; • review the adequacy of the scope, functions, competency and resources of the internal audit functions and that it has the necessary authority to carry out its works; • review the internal audit programme, the results of the internal audit programme, processes or investigation undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function; • review any appraisal or assessment of the performance of members of the internal audit function; • approve any appointment or termination of senior staff members of the internal audit function; • inform itself of changes in personnel of the internal audit staff members and make available the opportunity for resigning staff members to submit his reasons for resigning. • Conduct regular reviews and appraisals of the effectiveness of the governance, risk management and internal control processes within the company.



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6. To propose best practices on disclosure in financial results and annual reports of the Company in line with the principles and spirit set out in the Malaysian Code of Corporate Governance, other applicable laws, rules, directives and guidelines.

IV. AUTHORITY

The Audit Committee is authorised by the Board to: 1. investigate any matter or activity within its terms of reference; 2. have the resources which are required to perform its duties; 3. have full and unrestricted access to any information pertaining to the Company and Group; 4. have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity (if any); 5. obtain independent professional or other advice when needed and to secure the attendance of third parties with relevant experience and expertise if it considers this necessary; and 6. convene meetings with the external auditors, the internal auditors or both, excluding the attendance of the other directors and employees of the Company, whenever deemed necessary.

V. PROCEDURE OF AUDIT COMMITTEE

The Audit Committee regulates its own procedures which include: 1. the calling of meetings which includes provision for the Audit Committee to meet with the external auditors at least twice a year and if deemed necessary without the presence of any executive Board member; 2. the notice to be given of such meetings; 3. the voting and proceedings of such meetings; 4. the keeping of minutes; and 5. the custody, protection and inspection of such minutes.

VI. INTERNAL AUDIT FUNCTION

The Audit Committee, on behalf of the Board, assumes the responsibility to review and monitor the effectiveness as well as the adequacy of the Group’s internal control system. The Group has outsourced the internal audit function to external consultants, which reports to the Audit Committee and assists the Board of Directors in monitoring and managing risk and internal controls.

An Internal Audit Plan is presented and approved by the Audit Committee on an annual basis to ensure that the internal audit direction is in line with the Audit Committee’s expectations. The scope of the Internal Audit function covers all the significant companies and business units in the Group. Internal audit reports, which outline the audit issues, control weaknesses, recommendations and management’s action plan to improve the system of internal control, are issued to the Audit Committee for consideration. The Audit Committee then reports to the Board significant issues that require the Board’s attention.

The total cost incurred for the internal audit function of the Group for the financial year ended 31 March 2014 was RM33,221.



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SUMMARY OF THE ACTIVITIES OF THE AUDIT COMMITTEE

The activities of the Audit Committee during the financial year ended 31 March 2014 included the following:

1. Reviewed and recommended the unaudited interim quarterly financial reports for the Board’s approval prior to their release to Bursa Malaysia Securities Berhad.

2. Prior to the commencement of the audit of the Group’s Financial Statements, reviewed the External Auditors Review Memorandum and Audit Plan.

3. Discussed on updates of new developments on accounting standards issued by the Malaysian Accounting Standards Board.

4. Reviewed related party transaction that arose within the Group, including transactions, procedures and processes.

5. Reviewed the Audited Financial Statements and the External Auditors’ findings and recommendations and the Management’s response.

6. Reviewed the External Auditors’ observation and evaluation of the system of internal control.

7. Reviewed internal audit plan and periodic internal audit findings reports.

8. Considered and recommended the re-appointment of External Auditors for the shareholders’ approval.

9. Reviewed Audit Committee Report and Statement of Risk Management and Internal Control.

10. Reviewed and made recommendations on best practices in line with the Malaysian Code of Corporate Governance 2012.

11. Reviewed and made recommendations to the Board to revise the Terms of Reference of the Audit Committee.


ADDITIONAL COMPLIANCE INFORMATION

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1. SHARE BUYBACKS During the financial year ended 31 March 2014, there were no share buybacks by the Company.

2. OPTIONS, WARRANT OR CONVERTIBLE SECURITIES There were no options, warrants or convertible securities issued during the financial year ended 31 March 2014.

3. DEPOSITORY RECEIPT PROGRAMME During the financial year ended 31 March 2014, the Company did not sponsor any Depository Receipt Programme. 4. IMPOSITION OF SANCTIONS/PENALTIES There were no material sanctions/penalties imposed on the Company and its subsidiaries, Directors or management by the relevant regulatory bodies during the financial year ended 31 March 2014.

5. NON-AUDIT FEES The non-audit fees incurred by the Company and its subsidiaries and payable to the external auditors, Messrs KPMG and its affiliates for the financial year ended 31 March 2014 are as follow: (1) KPMG Malaysia RM35,000 (2) Local affiliates of KPMG Malaysia RM71,600

6. PROFIT ESTIMATE, FORECAST OR PROJECTION The Company did not release any profit estimate, forecast or projection during the financial year ended 31 March 2014.

7. PROFIT GUARANTEE There were no profit guarantee given by the Company in respect of the financial year ended 31 March 2014.

8. MATERIAL CONTRACTS There were no material contracts entered by the Group involving the Directors and/or major shareholders of the Group during the financial year ended 31 March 2014 other than those disclosed in related party transactions under Note 23 to the Financial Statements on pages 80 and 81.

9. CONTRACT RELATING TO LOAN There were no contracts relating to loan by the Company and its subsidiaries in respect of the preceding item.

10. RECURRENT RELATED PARTY TRANSACTIONS (“RRPTs”) RRPTs entered into by the Company and the Group are disclosed under Note 23 to the Financial Statements on pages 80 and 81.


STATEMENT OF CORPORATE GOVERNANCE

15

Corporate Governance sets out the framework and process by which institutions, through their Board of Directors and Senior Management, regulate their business activities. It balances safe and sound business operations with compliance of the relevant laws and regulations.

The Board of Directors of Century Bond Bhd, ("CBB") recognises the impact of corporate governance in safeguarding stakeholders' interests as well as enhancing shareholder value, and strives to ensure that high standards of corporate governance is observed and practiced throughout the Group. To this end, the Malaysian Code of Corporate Governance 2012 (“MCCG 2012” or “the Code”) and the Listing Requirements of Bursa Malaysia Securities Berhad forms the benchmarks for CBB’s corporate governance practices.

The Board is pleased to set out below the manner in which the Group has applied the Corporate Governance Principles and Recommendations set out in the Code and the extent to which the Company has complied during the financial year under review.

1. Establishment of Clear Roles and Responsibilities

The Board is responsible for the overall performance and management of the Group, focusing mainly on the following six specific responsibilities:

- the setting of the Group’s strategic direction - control and oversight of the Group’s business - risk management - succession planning - development and implementation of plans to enhance and sustain the long term shareholders value - ensuring the integrity of the Group’s processes and control systems

The Board maintains specific Board committees with clear responsibilities and terms of reference to assist the Board in carrying out its stewardship role and function, and fulfilling its fiduciary responsibilities.

• Oversight of Group’s Business

Currently, the day-to-day management of the business operations of the Group is headed by the Managing Director and supported by the Executive Directors and a team of Senior Management Executives. Their performance under the leadership of the Managing Director and Executive Directors is assessed by the Board based on the financial and management reports tabled during its quarterly reporting periods. The Board is also kept informed of the Group’s strategic direction initiatives, significant operational and regulatory challenges faced by the Group during its meetings.

The Board’s functioning is outlined in the Board Charter adopted on 19 July 2011 which sets out clear roles and responsibilities for the Board and Management.

The Board had during the financial year reviewed the Board Charter and subsequently after the financial year end adopted a revised Board Charter taking into consideration the up-dated principles and recommendations under MCCG 2012. The Board Charter is available and can be viewed at the Company’s website at www.centurybond.com.



16

• Access to Information and Advice

The Board members have full and unrestricted access to the information on the Group’s business and affairs to enable them to discharge their duties and responsibilities effectively. All Directors have access to the Management and may interact directly with the management or request further explanations, request for information in relation to any areas of the Group’s operations or business.

All Directors also have full and unrestricted access to the advice and services of the Company Secretaries and may obtain independent professional advice at the Company’s expense in order to discharge their duties effectively. The Board is regularly updated on new guidelines, directions and new regulatory issues affecting the Group by the Company Secretaries. The Board is satisfied with the support and performance provided by the Company Secretaries in assisting the Board to discharge its duties.

• Risk Management System

Risk management is embedded in the Group’s management system and is a responsibility of every employee as the Group firmly believes that risk management is critical for the Group’s continued profitability and the enhancement of shareholder value. The Group with the assistance of an external consultant has an ongoing process for identifying, evaluating and managing the significant risks faced by the Group throughout the financial year under review. The process is reviewed by the Board and is in accordance with the guidelines for directors on internal control, the Statement on Internal Control : Guidance for Directors of Public Listed Companies.

• Shareholder Communication Policy

The Board recognizes the importance of communications to its shareholders and investors ensuring that they are well informed of the Group’s performances and latest developments. As such, the Group disseminates information to its shareholders and investors through its Annual Report, circulars, quarterly financial results and various announcements from time to time. The shareholders and investors may obtain the Company’s latest announcements via the website of Bursa Malaysia at www.bursamalaysia.com. The Company also maintains its website at www.centurybond.com containing business, investor and product information for access by the general public. The Board’s Shareholders Communication Policy which forms part of the Board Charter is also accessible on its website.

The Group’s Annual General Meeting serves as a principal forum for dialogue with shareholders. Shareholders are encouraged to raise questions pertaining to the operations and financials of the Group.

• Integrity of Management Information and Internal Control

The Board is overall responsible for maintaining and ensuring the integrity of a sound system of Internal Control which supports effective and efficient operations to safeguard shareholders interests and the Group’s business and assets. The Board’s Statement on Risk Management and Internal Control of the Group is set out on page 24 of the Annual Report.



17

2. Strengthen Composition

The Board currently consists of nine (9) members, comprising five (5) Executive Directors, one (1) Non- Executive Director and three (3) Independent Non-Executive Directors.

CBB is led and managed by an experienced Board of Directors with a wide and varied spectrum of expertise that ensures accountability and competence. The Executive Directors are overall responsible for implementing the strategies and decisions of the Board, overseeing the Group’s day-to-day operations and businesses, whilst the Independent Non-Executive Directors provide their independent view, unbiased judgment and knowledge to the management as well as safeguarding the interests of the shareholders. Non-Executive Directors do not participate in the day-to-day management of the Group.

The Board has also adopted a Code of Ethics and Conduct for Company Directors to enhance the standards of Corporate Governance and behavior.

Nomination Committee

The Board has established a Nomination Committee comprised exclusively of Independent Non-Executive Directors as follows:

• Chairman Mr Yoong How Kiat – Senior Independent Non-Executive Director

• Members Mr Lai Poh Fye – Independent Non-Executive Director Mr Lim Kai Siang – Independent Non-Executive Director

The Chairman of the Nomination Committee is the Senior Independent Non-Executive Director as recommended under the Code.

The primary responsibilities of the Nomination Committee are as follows:

• To oversee the selection criteria and recruitment process and recommend to the Board, candidates for all directorship to be filled by the shareholders or the Board taking into consideration the candidates’:

- competencies, commitment, contribution and performance; - professionalism; - integrity; and - in the case of candidates for the position of Independent Non-Executive Directors, the candidates’ ability to discharge such responsibilities/functions as expected from Independent Non-Executive Directors.

including formalising its stand and approach to boardroom diversity.

• To consider, in making its recommendations, candidates for directorships proposed by the Managing Director and, within the bounds of practicability, by any other senior executive or any director or shareholder.

• To recommend to the Board, directors to fill the seats on Board Committee.



18

• To review on an annual basis the appropriateness of the Board’s size, composition and balance and in particular to ensure the required mixture of skills and experience and other qualities, including core competencies which non-executive directors should bring to the Board, are present.

• To oversee the development, maintenance and review of the criteria to be used in the recruitment process and the annual review and assessment of the effectiveness of the Board as a whole, the committees of the Board, and the contributions of each individual director, including an assessment of the independence of the Independent Non-Executive Directors and their length of tenure in office in line with the recommendations of the Code.

• To make assessment, consider justifications and make recommendations on the elements of independence of an Independent Director should the Board wish to retain as an Independent Director, a person who has served in that capacity for more than nine years.

• To review Board’s succession plans and facilitate induction and training programmes.

The Nomination Committee has adopted a formal assessment mechanism to assess the effectiveness of the Board as a whole, the Board Committees and the contribution of each individual Director, including the independence of the Independent Non-Executive Directors. In accordance with the mechanism adopted, the Nomination Committee has conducted the review of the Board’s effectiveness as a whole, the performance of the Board Committees and the performance of each individual Director.

Based on the assessment made by the Nomination Committee immediately after the financial year end, the Board is satisfied with its existing size, structure and composition. The Board is also of the view that the current mix of skills, experience and qualities of the existing Board members are appropriate to enable the Board to carry out its responsibilities effectively.

In accordance with the Company’s Articles of Association, at least one-third (1/3) of the Directors shall be subjected to retirement by rotation at each Annual General Meeting (“AGM”) and all the Directors shall retire at least once in every three (3) years. All Directors who retire from office shall be eligible for re-election. Directors who are appointed by the Board during the financial year are subject to re-election by the shareholders at the next AGM held following their appointments.

Directors who are seventy (70) years of age and above are required to submit themselves for re-appointment annually in accordance with Section 129 of the Companies Act, 1965.

The Directors, due to retire at the forthcoming 2014 Annual General Meeting are:

- Mr Lim Kai Siang, Independent Non-Executive Director. - Madam Tan Sui Moi, Executive Director. - Madam Tan Seok Kim, Executive Director.

Based on the review by the Nomination Committee on the respective contributions of the retiring Directors, the Board is recommending that the said Directors be re-elected as Directors of the Company.

Mr Tan Sew Kee who is over the age of 70 will be retiring as Director pursuant to Section 129(2) of the Companies Act, 1965 and is submitting himself for re-appointment as a Director pursuant to Section 129(6) of the Companies Act, 1965.

Based on the review by the Nomination Committee on the contributions by Mr Tan Sew Kee, the Board is recommending the re-appointment of Mr Tan Sew Kee as a Director pursuant to Section 129(6) of the Companies Act, 1965.



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Remuneration Policy

The Board as a whole decides on the remuneration policy for its Executive and Non-Executive Directors with the relevant interested Directors concerned abstaining from deliberations and voting on the decisions in respect of his/her remuneration.

Director’s fees and any changes are approved by the shareholders at the AGM based on the recommendation of the Board.

The Board has not established a Remuneration Committee, which is a deviation from the recommendations of the Code. The Board is of the opinion that the remuneration of the Directors being highly sensitive and important should be addressed by the Board as a whole.

The aggregate Directors’ remuneration paid or payable to all Directors of the Group categorized into appropriate components for the financial year ended 31 March 2014 are as follows:

Fee

Bonuses

Salary & Allowances

EPF

Total

The number of Directors whose total remuneration fell within the following bands for the financial year ended 31 March 2014 was as follow:

Below 50,000

50,001 – 300,000

300,001 – 350,000

350,001 – 400,000

400,001 – 450,000

450,001 – 500,000

500,001 – 550,000

550,001 – 600,000

600,001 – 650,000

650,001 – 700,000

126,000

-

-

-

126,000

-

338,000

2,103,721

190,716

2,632,437

126,000

338,000

2,103,721

190,716

2,758,437

No. of ExecutiveDirectors

-

1

-

2

1

1

-

-

-

1

No. of Non-ExecutiveDirectors

4

-

-

-

-

-

-

-

-

-

Range of RemunerationRM

Non-ExecutiveDirectors

RM

ExecutiveDirectors

RMTotalRM



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3. Reinforce Independence

The Board had subsequent to its financial year end carried out an assessment of the independence of its Independent Directors in accordance with the policy and procedures adopted.

The assessment carried out by the Nomination Committee apart from looking at the criteria and definition of an Independent Director set out under the Listing Requirements of the Main Market of Bursa Malaysia Securities Berhad, also considers:

- whether the Independent Directors have developed, established or maintained any significant relationship with the Executive Directors and Major Shareholders; - whether the Independent Directors have engaged in any transactions with the Group; and - whether the Independent Directors have devoted sufficient time commitment and desire to serve.

Both the Nomination Committee and the Board based on the assessment carried out has concluded that the independence of all the Independent Non-Executive Directors of the Company has not been compromised or impaired in anyway.

The Board also notes that Mr Lai Poh Fye who was appointed as an Independent Non-Executive Director on 29 August 2003 will have served for a period of more than a cumulative period of nine years by 26 September 2014 (the proposed date for the 2014 Annual General Meeting).

Pursuant to Recommendation 3.3 of the Code and notwithstanding his long tenure in office, the Board based on the review and recommendations made by the Nomination Committee, is unanimous in its opinion that Mr. Lai’s independence has not been compromised or impaired in any way after having noted the following considerations during its assessment and review of Mr Lai’s independence:

- Mr Lai continues to fulfill the criteria and definition of an Independent Director as set out under Paragraph 1.01 of Bursa Malaysia’s Main Market Listing Requirements.

- During his tenure in office, Mr Lai has not developed, established or maintained any significant relationship with the Executive Directors or Major Shareholders which would impair his independence.

- During his tenure in office, Mr Lai has not transacted or entered into any transactions with the Group, the Executive Directors or Major Shareholders within the scope and meaning as set forth under Paragraph 4 of Practice Note 13 of Bursa Malaysia Main Market Listing Requirements.

- During his tenure in office, Mr Lai has not been offered or granted any options by the Group. Other than Director’s fees paid which had been the norm and been duly disclosed in the Annual Reports, no other incentives or benefits of whatsoever nature had been paid to him by the Group.

Accordingly the Board strongly recommends to retain Mr Lai as an Independent Non-Executive Director and will be tabling an Ordinary Resolution to shareholders at the forthcoming 2014 Annual General Meeting for the purpose.

• Separation of positions of the Chairman and Managing Director

The positions of Chairman and Managing Director are separately held by Mr Lai Poh Fye and Mr. Tan Siew Kim respectively.

The separation of the positions of Chairman and Managing Director promotes and ensures accountability and transparency in their respective roles and responsibilities.



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4. Foster Commitment

• Time Commitment

The Board based on its annual assessment carried out by the Nomination Committee is satisfied with the time commitments given by its Directors as evidenced by the attendance record of the Directors at Board and Committee meeting as set out below:

Note: AC – Audit Committee; NC – Nomination Committee.

• Directors’ Training

The Directors of the Company have attended the Mandatory Accreditation Programme (“MAP”) conducted by Bursatra Sdn Bhd in compliance with the Listing Requirements. The Directors were encouraged to attend relevant training programmes/seminars/briefings to further enhance their skills and knowledge in the latest statutory and regulatory requirements as well as to keep abreast with the business development to assist them in discharging their duties as Directors.

During the year all the Directors have attended an in house training – Strategic Risk For PLC Directors conducted by Smart Business Consulting. The following Non Executive Directors have also attended the following seminars during the financial year 2014:

Mr Lai Poh Fye Chairman- Independent Non-Executive Director 4/5 4/5 1/1

Mr Tan Siew Kim Managing Director 5/5 - -

Datuk Tan Boon Leng Executive Director 4/5 - -

Mdm Tan Sui Moi Executive Director 5/5 - -

Mdm Tan Seok Kim Executive Director 5/5 - -

Mr Kuan Hai Ngon Executive Director 5/5 - -

Mr Tan Sew Kee Non-Independent Non-Executive Director 5/5 - -

Mr Ho Saw Leong Non-Independent Non-Executive Director 5/5 - -

Mr Lim Kai Siang Independent Non-Executive Director 5/5 5/5 1/1

Mr Yoong How Kiat Senior Independent Non-Executive Director 5/5 5/5 1/1

Position AttendanceName of DirectorACBoard NC

Mr Lai Poh Fye Personal Data Protection Act 2010 and its Implications Conducted by the Johor Bar and Bar Council.

Risk Management & Internal Control Workshops for Audit Committee Members Organised by Bursa Malaysia Berhad

Seminar on Islamic Finance Conducted by the Johor Bar and Bar Council.

SeminarDirector



22

5. Uphold Integrity In Financial Reporting

The Board is responsible for ensuring the proper maintenance of the accounting records of the Group. The Group’s financial reporting in the form of quarterly and annual financial statements present a balanced and understandable assessment of the Group’s position and prospects. The Audit Committee assists the Board in ensuring the information disclosed is accurate, adequate and complies with all applicable Financial Reporting standards.

The Board’s Audit Committee has adopted a policy and procedure to assess the suitability and independence of its external auditors. As part of these procedures, the external auditors will be required to make a declaration to the Audit Committee and Board to confirm that they are and have been independent throughout the conduct of the audit engagement.

The Audit Committee and Board following this review are satisfied with the independence of the external auditors and recommend their re-appointment at the forthcoming AGM.

Statement of Directors’ Responsibility in Relation to the Financial Statements

The Directors are responsible for the preparation of the Annual Audited Financial Statements which give a true and fair view of the state of affairs of the Group and will ensure that they are presented in accordance with the provisions of the Companies Act, 1965 and the applicable approved accounting standards in Malaysia.

In the preparation of the financial statements for the financial year ended 31 March 2014, the Directors are satisfied that the Group had used appropriate accounting policies that are consistently applied and supported by reasonable and prudent judgment and estimates.

Mr Yoong How Kiat Pengurusan Bangunan Berstrata kepada Badan Pengurusan Bersama (JMB) & Perbadanan Pengurusan (MC), Peringkat Majlis Bandaraya Johor Bahru Conducted by Majlis Bandaraya Johor Bahru.

Risk Management & Internal Control Workshops for Audit Committee Members Organised by Bursa Malaysia Berhad.

2013 Audit Committee Institute Breakfast Roundtable Series Conducted by KPMG.

Mr Lim Kai Siang 2014 Budget Seminar Conducted by Chartered Tax Institute of Malaysia.

2014 Budget Seminar - Key Budget Changes & their Implications Conducted by Malaysian Institute of Accountants.

Seminar Percukaian Kebangsaan 2013 Conducted by Lembaga Hasil Dalam Negeri Malaysia.

Breaking New Ground: Landmark Decisions on Reinvestment Allowance and Capital Allowance Conducted by Chartered Tax Institute of Malaysia.

SeminarDirector



23

6. Recognize and Manage Risks

As mentioned earlier, risk management is embedded in the Group’s management system and is every employee’s responsibility as the Group firmly believes that risk management is critical for the Group’s continued profitability and the enhancement of shareholder value.

The Group’s Internal Audit function has been outsourced to an external consultant which reports directly to the Audit Committee.

The Internal Audit function currently reviews and appraises the risk management and internal control processes of the Group. The Statement on Risk Management and Internal Control set out on page 24 of this Annual Report provides an overview of the Group’s approach to ensuring the effectiveness of the risk management and internal processes within the Group.

7. Ensure Timely and High Quality Disclosure

The Board acknowledges the importance of ensuring that it has in place appropriate corporate disclosure policies and procedures which leverage on information technology as recommended by the Code.

The Company currently observes and complies with the disclosure requirements as set out in Bursa Malaysia’s Main Market Listing Requirements, guided by Bursa’s Corporate Disclosure Guide (Issued on 22 September 2011).

The Board has adopted a formal Corporate Disclosure Policy forming part of the Board’s Charter.

8. Strengthen Relationship between Company and Shareholders

As stated earlier, the Board recognizes the importance of communications with its shareholders and will take additional measures to encourage shareholders’ participation at general meetings as recommended by the Code.

These include the Chairman highlighting to shareholders and proxy holders, their right to speak up at general meetings, conducting of poll voting in respect of resolutions involving related party transactions and a review of the performance of the Company during Annual General Meetings.

Compliance Statement

The Board recognizes and views that Corporate Governance is an ongoing process and is of the view that the Company has substantially complied with the recommendations of the Code and will take appropriate steps towards embracing the Principles and Recommendations under the Code at a pace and time frame consistent with the size, priority and dynamics of the Group.


24

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

INTRODUCTIONThe Board acknowledges the importance of maintaining a sound system of internal control and effective risk management as part of its ongoing efforts to practice good corporate governance. The Board is committed to practicing good standards of corporate governance and observing best practices, and will continue to improve on current practices. The Board is pleased to provide the following statement, which outlines the nature and scope of internal control of the Group during the financial year ended 31 March 2014.

BOARD OF DIRECTORS’ RESPONSIBILITIES The Board affirms its responsibility for the Group’s system of internal control, which includes the establishment of an effective control environment and appropriate internal control framework as well as to review its adequacy and integrity. Due to limitations inherent in any internal control system, such a system is designed to manage rather than eliminate the risk of failure to achieve business objectives and corporate objectives. Accordingly, the system can only provide reasonable but not absolute assurance against material misstatement or loss.

RISK MANAGEMENTRisk management is embedded in the Group’s management system and is every employee’s responsibility as the Group firmly believes that risk management is critical for the Group’s continued profitability and the enhancement of shareholder value. The Group has an ongoing process for identifying, evaluating and managing the significant risks faced by the Group throughout the financial year under review and up to the date of approval of this statement. The process is regularly reviewed by the Board and is in accordance with the guidelines for directors on internal control, the Statement on Risk Management and Internal Control: Guidance for Directors of Public Listed Companies.

SYSTEM OF INTERNAL CONTROLThe Board has engaged a professional firm to conduct internal audit on the adequacy and integrity of the system on internal control for the Group. The professional firm independently reviews the Group’s internal control system and reports to the Audit Committee. The Executive Directors, through direct involvement in the operations, regular review of operational data including production, marketing and financial data, also contribute to a better control environment in the Group. Furthermore, the Executive Directors will inform the Board of any significant unresolved matters, which require the Board’s intervention or Board level decision making.

ASSURANCE FROM THE MANAGEMENTThe Board has also received reasonable assurance from the Managing Director (“MD”) and the Head of Finance, that the Group’s risk management and internal control system are operating adequately and effectively, in all material respects, based on the risk management model adopted by the Group.

CONCLUSIONThe Board believes that the development of the system of internal control is an ongoing process and continues to take steps to improve the internal control system. During the year under review, no material weaknesses have been identified which would result in any material losses, contingencies or uncertainties that would require disclosure in the Annual Report. The Board is of view that the current system control in place throughout the Group is sufficient to safeguard the Group’s interest. This statement is also based on the consideration of the audit work performed on the records of the Company. The Board continues to take appropriate measures and ongoing commitment to strengthen the internal control environment and processes. Nevertheless, Management continues to take measures to strengthen the internal controls in the organisation.


25

DIRECTORS’ REPORT

The Directors have pleasure in submitting their report and the audited financial statements of the Group and of the Company for the financial year ended 31 March 2014.

Principal activities

The principal activities of the Company are investment holding and provision of management services. The principal activities of the subsidiaries are disclosed in Note 5 to the financial statements. There has been no significant change in the nature of these activities during the financial year.

Results Group Company RM RM Profit for the year attributable to: Owners of the Company 17,224,183 8,090,392 Non-controlling interests 1,223,349 --

18,447,532 8,090,392

Reserves and provisionsThere were no material transfers to or from reserves and provisions during the financial year under review except as disclosed in the financial statements.

Dividends

Since the end of the previous financial year, the Company paid:

i) an interim ordinary dividend of 2.0 sen per ordinary share less tax at 25% totalling RM1,800,000 (1.5 sen net per ordinary share) in respect of the financial year ended 31 March 2013 on 30 April 2013;

ii) a final ordinary dividend of 1.0 sen per ordinary share less tax at 25% totalling RM900,000 (0.75 sen net per ordinary share) and 2.0 sen tax exempt per ordinary share totalling RM2,400,000 in respect of the financial year ended 31 March 2013 on 22 October 2013; and

iii) an interim single tier dividend of 2.0 sen per ordinary share totalling RM2,400,000 in respect of the financial year ended 31 March 2014 on 6 January 2014.

The Directors recommended a final single tier dividend of 2.0 sen per ordinary share totalling RM2,400,000 in respect of the year ended 31 March 2014 subject to the approval of the shareholders at the forthcoming Annual General Meeting. These financial statements do not reflect this proposed final ordinary dividend, which will be accounted for in the statement of changes in equity as an appropriation of retained earnings in the year ending 31 March 2015.

Directors of the CompanyDirectors who served since the date of the last report are:

Mr. Tan Sew KeeMr. Tan Siew KimMdm. Tan Sui MoiDatuk Tan Boon LengMdm. Tan Seok KimMr. Kuan Hai NgonMr. Lai Poh FyeMr. Lim Kai SiangMr. Yoong How KiatMr. Ho Saw Leong (resigned on 29 May 2014)


26

DIRECTORS’ REPORT

Directors’ interests in shares

The interests and deemed interests in the shares of the Company and of its related corporations of those who were Directors at financial year end (including the interests of the spouses or children of the Directors who themselves are not Directors of the Company) as recorded in the Register of Directors’ Shareholdings are as follows: Number of ordinary shares of RM0.50 each At At 1 April 31 MarchName of Directors Interest 2013 Bought Sold 2014

Company

Mr. Tan Sew Kee Direct 7,631,566 588,445 -- 8,220,011Mr. Tan Siew Kim Direct 2,619,900 -- -- 2,619,900 Deemed 60,660,700 -- -- 60,660,700Mdm. Tan Sui Moi Direct 1,639,000 -- -- 1,639,000 Deemed 60,660,700 -- -- 60,660,700Datuk Tan Boon Leng Direct 50,000 -- -- 50,000 Deemed 60,660,700 -- -- 60,660,700Mdm. Tan Seok Kim Direct 349,500 -- -- 349,500 Deemed 60,660,700 -- -- 60,660,700Mr. Kuan Hai Ngon Deemed 60,660,700 -- -- 60,660,700 Deemed* 332,800 -- -- 332,800Mr. Ho Saw Leong Direct 554,810 -- -- 554,810 Number of ordinary shares of RM1.00 each At At 1 April 31 MarchName of Directors Interest 2013 Bought Sold 2014

Holding company- C B Equities Sdn. Bhd.

Mr. Tan Siew Kim Direct 9,559 -- -- 9,559Mdm. Tan Sui Moi Direct 3,772 -- -- 3,772 Deemed* 1,080 -- -- 1,080Datuk Tan Boon Leng Direct 2,603 -- -- 2,603Mdm. Tan Seok Kim Direct 1,630 -- -- 1,630Mr. Kuan Hai Ngon Direct 1,366 -- -- 1,366

Number of ordinary shares At At 1 April 31 MarchName of Directors Interest 2013 Bought Sold 2014

Subsidiaries- Esteem Packaging Pte. Ltd.

Mr. Tan Siew Kim Deemed 600,000 -- -- 600,000Mdm. Tan Sui Moi Deemed 600,000 -- -- 600,000Datuk Tan Boon Leng Deemed 600,000 -- -- 600,000Mdm. Tan Seok Kim Deemed 600,000 -- -- 600,000Mr. Kuan Hai Ngon Deemed 600,000 -- -- 600,000


27

DIRECTORS’ REPORT

Number of ordinary shares of RM1.00 each At At 1 April 31 MarchName of Directors Interest 2013 Bought Sold 2014

Subsidiaries- Prestige Packages (Perlis) Sdn. Bhd.

Mr. Tan Siew Kim Deemed 1,400,000 -- -- 1,400,000Mdm. Tan Sui Moi Deemed 1,400,000 -- -- 1,400,000Datuk Tan Boon Leng Deemed 1,400,000 -- -- 1,400,000Mdm. Tan Seok Kim Deemed 1,400,000 -- -- 1,400,000Mr. Kuan Hai Ngon Deemed 1,400,000 -- -- 1,400,000

- Ready Chemical (M) Sdn. Bhd.

Mr. Tan Siew Kim Deemed 470,000 -- -- 470,000Mdm. Tan Sui Moi Deemed 470,000 -- -- 470,000Datuk Tan Boon Leng Deemed 470,000 -- -- 470,000Mdm. Tan Seok Kim Deemed 470,000 -- -- 470,000Mr. Kuan Hai Ngon Deemed 470,000 -- -- 470,000 Direct** 10,000 -- -- 10,000

- Panoramic Packages Sdn. Bhd.

Mr. Tan Siew Kim Deemed 120,000 -- -- 120,000Datuk Tan Boon Leng Deemed 120,000 -- -- 120,000Mr. Kuan Hai Ngon Deemed 120,000 -- -- 120,000 * Held by spouse** Held in trust for a subsidiary, Multiview Enterprises Sdn. Bhd.

By virtue of their substantial shareholdings in the Company, Mr. Tan Siew Kim, Mdm. Tan Sui Moi, Datuk Tan Boon Leng, Mdm. Tan Seok Kim and Mr. Kuan Hai Ngon are deemed to have interests in the ordinary shares of all the wholly-owned subsidiaries of the Company as disclosed in Note 5 to the financial statements.

None of the other Directors holding office at 31 March 2014 had any interest in the ordinary shares of the Company and of its related corporations during the financial year.

Directors’ benefits

Since the end of the previous financial year, no Director of the Company has received nor become entitled to receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by Directors as shown in the financial statements) by reason of a contract made by the Company or a related corporation with the 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, except as disclosed in Note 23 to the financial statements.

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

Issue of shares

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


28

DIRECTORS’ REPORT

Options granted over unissued shares

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

Other statutory information

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

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

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

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

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

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

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

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

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

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

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

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

In the opinion of the Directors, the financial performance of the Group and of the Company for the financial year ended 31 March 2014 have not been substantially affected by any item, transaction or event of a material and unusual nature nor has any such item, transaction or event occurred in the interval between the end of that financial year and the date of this report.


29

DIRECTORS’ REPORT

Auditors

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

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

Tan Siew Kim

Datuk Tan Boon Leng

Johor Bahru

Date: 18 July 2014


30

STATEMENT BY DIRECTORS

Statement by Directors pursuant toSection 169(15) of the Companies Act, 1965

In the opinion of the Directors, the financial statements set out on pages 34 to 81 are drawn up in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 31 March 2014 and of their financial performance and cash flows for the financial year then ended.

In the opinion of the Directors, the information set out in Note 24 on page 82 to the financial statements has been compiled in accordance with Guidance on Special Matter No.1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosures Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, issued by the Malaysian Institute of Accountants, and presented based on the format prescribed by Bursa Malaysia Securities Berhad.

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

Tan Siew Kim

Datuk Tan Boon Leng

Johor Bahru

Date: 18 July 2014


31

STATUTORY DECLARATION

Statutory declaration pursuant toSection 169(16) of the Companies Act, 1965

I, Teo Ling Whatt, the officer primarily responsible for the financial management of CENTURY BOND

BHD., do solemnly and sincerely declare that the financial statements set out on pages 34 to 82 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 the above named in Johor Bahru in the State of Johor on 18 July 2014.

Teo Ling Whatt

Before me:

Norani bt. Hj KhalidCommissioner for OathsJ-140


32

INDEPENDENT AUDITORS’ REPORT

Report on the Financial Statements

We have audited the financial statements of Century Bond Bhd., which comprise the statements of financial position as at 31 March 2014 of the Group and of the Company, and the statements of profit or loss and other comprehensive income, changes in equity and cash flows of the Group and of the Company for the financial year then ended, and a summary of significant accounting policies and other explanatory information, as set out on pages 34 to 81.

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 Malaysian Financial Reporting Standards, International 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 about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’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 entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion, the financial statements give a true and fair view of the financial position of the Group and of the Company as of 31 March 2014 and of their financial performance and cash flows for the year then ended in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia.


33

INDEPENDENT AUDITORS’ REPORT

Report on Other Legal and Regulatory Requirements

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

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

(b) We have considered the accounts and the auditors’ reports of the subsidiaries of which we have not acted as auditors, which are indicated in Note 5 to the financial statements.

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

(d) The audit reports on the accounts of the subsidiaries did not contain any qualification or any adverse comment made under Section 174(3) of the Act.

Other Reporting Responsibilities

Our audit was made for the purpose of forming an opinion on the financial statements taken as a whole. The information set out in Note 24 on page 82 to the financial statements has been compiled by the Company as required by the Bursa Malaysia Securities Berhad Listing Requirements and is not required by the Malaysian Financial Reporting Standards or International Financial Reporting Standards. We have extended our audit procedures to report on the process of compilation of such information. In our opinion, the information has been properly compiled, in all material respects, in accordance with the Guidance on Special Matter No.1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosures Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, issued by the Malaysian Institute of Accountants and presented based on the format prescribed by Bursa Malaysia Securities Berhad.

Other Matters

This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

KPMG Tan Teck EngFirm Number: AF 0758 Approval Number: 2986/05/16 (J)Chartered Accountants Chartered Accountant

Johor Bahru

Date: 18 July 2014


34

STATEMENTS OF FINANCIAL POSITION AS AT 31 MARCH 2014

Assets Property, plant and equipment 3 38,213,653 40,459,632 3,642 4,774 Prepaid lease payments 4 3,927,391 4,022,504 -- -- Investments in subsidiaries 5 -- -- 36,460,646 36,460,646 Deferred tax assets 6 27,013 76,910 -- --

Total non-current assets 42,168,057 44,559,046 36,464,288 36,465,420

Inventories 7 29,835,775 25,468,976 -- -- Trade and other receivables 8 54,798,360 48,018,847 1,515 1,515 Due from subsidiaries 9 -- -- 10,253,442 11,947,160 Tax recoverable 913,346 1,257,713 -- 87,522 Cash and cash equivalents 10 82,805,876 76,865,424 19,857,158 17,365,841

168,353,357 151,610,960 30,112,115 29,402,038 Assets classified as held for sale 11 -- 468,418 -- --

Total current assets 168,353,357 152,079,378 30,112,115 29,402,038

Total assets 210,521,414 196,638,424 66,576,403 65,867,458

Equity Share capital 12 60,000,000 60,000,000 60,000,000 60,000,000 Reserves 12 103,909,647 90,955,087 6,282,723 3,892,331

Total equity attributable to owners of the Company 163,909,647 150,955,087 66,282,723 63,892,331 Non-controlling interests 5 6,754,974 5,687,148 -- --

Total equity 170,664,621 156,642,235 66,282,723 63,892,331

Liabilities Deferred tax liabilities 6 4,275,146 4,438,944 -- -- Loans and borrowings 13 86,672 271,712 -- --

Total non-current liabilities 4,361,818 4,710,656 -- --

Trade and other payables 14 27,634,154 26,843,374 213,593 175,127 Loans and borrowings 13 4,948,234 4,327,475 -- -- Dividend payable 517,787 2,025,000 -- 1,800,000 Taxation 2,394,800 2,089,684 80,087 --

Total current liabilities 35,494,975 35,285,533 293,680 1,975,127

Total liabilities 39,856,793 39,996,189 293,680 1,975,127

Total equity and liabilities 210,521,414 196,638,424 66,576,403 65,867,458

Group Company Note 2014 2013 2014 2013 RM RM RM RM

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


35

STATEMENTS OF PROFIT OR LOSS FOR THE YEAR ENDED 31 MARCH 2014

Revenue Goods sold 169,925,396 186,735,552 -- -- Membership fee income 154,511 105,200 -- -- Management fee income -- -- 420,000 540,000 Dividend income -- -- 8,067,250 4,230,000

170,079,907 186,840,752 8,487,250 4,770,000 Cost of goods sold (133,930,092) (148,745,148) -- --

Gross profit 36,149,815 38,095,604 8,487,250 4,770,000

Other income 3,588,311 4,307,081 19,176 19,802 Distribution expenses (6,930,408) (7,711,588) -- -- Administrative expenses (7,556,651) (7,114,214) (648,186) (595,719)Other expenses (1,395,010) (1,636,673) -- --

Results from operating activities 23,856,057 25,940,210 7,858,240 4,194,083

Finance income 1,151,962 964,674 644,243 521,336 Finance costs (165,107) (255,277) -- --

Net finance income 986,855 709,397 644,243 521,336

Profit before tax 15 24,842,912 26,649,607 8,502,483 4,715,419

Tax expense 16 (6,395,380) (6,092,972) (412,091) (175,209)

Profit for the year 18,447,532 20,556,635 8,090,392 4,540,210

Profit attributable to: Owners of the Company 17,224,183 19,152,061 8,090,392 4,540,210 Non-controlling interests 1,223,349 1,404,574 -- --


Basic and diluted earnings per ordinary share (sen) 17 14.35 15.96

Group Company Note 2014 2013 2014 2013 RM RM RM RM



36

STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MARCH 2014


Other comprehensive income, net of taxItems that are or may be reclassified subsequently to profit or lossForeign currency translation differences for foreign operations/ Other comprehensive income for the year, net of tax 1,792,641 231,758 -- --

Total comprehensive income for the year 20,240,173 20,788,393 8,090,392 4,540,210

Total comprehensive income attributable to: Owners of the Company 18,654,560 19,383,819 8,090,392 4,540,210 Non-controlling interests 1,585,613 1,404,574 -- --

Total comprehensive income for the year 20,240,173 20,788,393 8,090,392 4,540,210

Group Company 2014 2013 2014 2013 RM RM RM RM



37

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2014

A

ttrib

utab

le to

ow

ners

of t

he C

ompa

ny

N

on-d

istr

ibut

able

D

istr

ibut

able

Non

-

Shar

e Tr

ansl

atio

n R

etai

ned

co

ntro

lling

To

tal

Not

e ca

pita

l re

serv

e ea

rnin

gs

Tota

l in

tere

sts

equi

ty

RM

R

M

RM

R

M

RM

R

M

Gro

upA

t 1 A

pril

2012

60,0

00,0

00

(384

,518

) 76

,755

,786

13

6,37

1,26

8

4,50

7,57

4

140,

878,

842

Fore

ign

curre

ncy

trans

latio

n d

iffer

ence

s for

fore

ign

oper

atio

ns/

To

tal o

ther

com

preh

ensiv

e in

com

e fo

r the

yea

r

--

231,

758

--

23

1,75

8

--

231,

758

Prof

it fo

r the

yea

r

--

--

19,1

52,0

61

19,1

52,0

61

1,40

4,57

4

20,5

56,6

35

Tota

l com

preh

ensiv

e in

com

e fo

r the

yea

r

--

231,

758

19

,152

,061

19

,383

,819

1,

404,

574

20

,788

,393

Co

ntrib

utio

ns b

y an

d di

strib

utio

ns t

o ow

ners

of t

he C

ompa

ny

Div

iden

ds to

ow

ners

of t

he C

ompa

ny

18

--

--

(4,8

00,0

00)

(4,8

00,0

00)

--

(4,8

00,0

00)

D

ivid

ends

to n

on-c

ontro

lling

inte

rests

--

--

--

--

(225

,000

) (2

25,0

00)

To

tal t

rans

actio

ns w

ith o

wne

rs o

f the

Com

pany

--

--

(4,8

00,0

00)

(4,8

00,0

00)

(225

,000

) (5

,025

,000

)

At 3

1 M

arch

201

3

60,0

00,0

00

(152

,760

) 91

,107

,847

15

0,95

5,08

7

5,68

7,14

8

156,

642,

235

Fore

ign

curre

ncy

trans

latio

n d

iffer

ence

s for

fore

ign

oper

atio

ns/

To

tal o

ther

com

preh

ensiv

e in

com

e fo

r the

yea

r

--

1,43

0,37

7

--

1,43

0,37

7

362,

264

1,

792,

641

Prof

it fo

r the

yea

r

--

--

17,2

24,1

83

17,2

24,1

83

1,22

3,34

9

18,4

47,5

32

Tota

l com

preh

ensiv

e in

com

e fo

r the

yea

r

--

1,43

0,37

7

17,2

24,1

83

18,6

54,5

60

1,58

5,61

3

20,2

40,1

73

Cont

ribut

ions

by

and

distr

ibut

ions

to

owne

rs o

f the

Com

pany

D

ivid

ends

to o

wne

rs o

f the

Com

pany

18

--

--

(5

,700

,000

) (5

,700

,000

) --

(5

,700

,000

)

Div

iden

ds to

non

-con

trolli

ng in

tere

sts

--

--

--

--

(5

17,7

87)

(517

,787

)

Tota

l tra

nsac

tions

with

ow

ners

of t

he C

ompa

ny

--

--

(5

,700

,000

) (5

,700

,000

) (5

17,7

87)

(6,2

17,7

87)

At 3

1 M

arch

201

4

60,0

00,0

00

1,27

7,61

7

102,

632,

030

16

3,90

9,64

7

6,75

4,97

4

170,

664,

621

T

he a

ccom

pany

ing

note

s for

m a

n in

tegr

al p

art o

f the

fina

ncia

l sta

tem

ents

.


38

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2014

Company

At 1 April 2012 60,000,000 4,152,121 64,152,121

Profit and total comprehensive income for the year -- 4,540,210 4,540,210

Contributions by and distributions to owners of the Company

Dividends to owner of the Company/Total transactions with the owner of the Company 18 -- (4,800,000) (4,800,000)

At 31 March 2013 60,000,000 3,892,331 63,892,331

Profit and total comprehensive income for the year -- 8,090,392 8,090,392

Contributions by and distributions to owners of the Company

Dividends to owner of the Company/Total transactions with the owner of the Company 18 -- (5,700,000) (5,700,000)

At 31 March 2014 60,000,000 6,282,723 66,282,723

Attributable to owners of the Company Distributable Share Retained Total Note capital earnings equity RM RM RM



39

STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH 2014

Cash flows from operating activities

Profit before tax 24,842,912 26,649,607 8,502,483 4,715,419

Adjustments for:-

Bad debts written off 23,523 100,098 -- -- Depreciation and amortisation 5,388,337 5,140,023 1,132 1,134 Finance costs 165,107 255,277 -- -- (Gain)/Loss on disposal of: - property, plant and equipment 13,494 (285,106) -- -- - asset classified as held for sale (95,582) -- -- -- - a subsidiary (148,910) (160,391) -- -- Dividend income -- -- (8,067,250) (4,230,000) Finance income (1,151,962) (964,674) (644,243) (521,336) Impairment loss on/(Reversal of): - property, plant and equipment 293,270 461,624 -- -- - receivables 53,136 (157,640) -- -- Reversal of allowance for slow moving inventories (858,668) (323,160) -- -- Unrealised gain on foreign exchange (1,374,394) (968,397) -- --

Operating profit/(loss) before changes in working capital 27,150,263 29,747,261 (207,878) (34,783)

Changes in inventories (3,508,131) 4,232,642 -- -- Changes in trade and other receivables (6,707,264) 322,418 1,693,718 (15) Changes in trade and other payables 3,957,815 11,726,248 38,466 (2,983) Changes in due from/(to) subsidiaries -- -- -- 8,021,418

Cash generated from operations 20,892,683 46,028,569 1,524,306 7,983,637

Interest paid (165,107) (255,277) -- -- Tax paid (5,859,798) (6,074,120) (244,482) (256,540)

Net cash from operating activities 14,867,778 39,699,172 1,279,824 7,727,097




40

STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH 2014

Cash flows from investing activities

Acquisition of property, plant and equipment (3,252,658) (7,051,901) -- -- Proceeds from disposal of: - property, plant and equipment 61,952 630,000 -- -- - assets classified as held for sale 564,000 -- -- -- Disposal of a subsidiary 2 2 -- -- Dividend received -- 2 8,067,250 -- Interest received 1,151,962 964,674 644,243 521,336

Net cash (used in)/from investing activities (1,474,742) (5,457,225) 8,711,493 521,336

Cash flows from financing activities

Repayment of term loan -- (187,912) -- -- Net proceeds from short term borrowings 809,950 (2,882,404) -- -- Repayment of finance lease liabilities (176,940) (242,100) -- -- Dividends paid to owners of the Company (7,725,000) (4,800,000) (7,500,000) (4,800,000)

Net cash used in financing activities (7,091,990) (8,112,416) (7,500,000) (4,800,000)

Net increase in cash and cash equivalents 6,301,046 26,129,531 2,491,317 3,448,433

Exchange differences on translation of the financial statement of foreign subsidiaries (163,303) (33,204) -- --

Cash and cash equivalents at 1 April 76,668,133 50,571,806 17,365,841 13,917,408

Cash and cash equivalents at 31 March 82,805,876 76,668,133 19,857,158 17,365,841

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

Cash and bank balances 37,447,930 33,934,788 121,784 98,809 Deposits with licensed banks 45,357,946 42,930,636 19,735,374 17,267,032 Bank overdrafts -- (197,291) -- --

82,805,876 76,668,133 19,857,158 17,365,841




41

NOTES TO THE FINANCIAL STATEMENTS

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

Principal place of businessPLO 97, 98 & 99Jalan Cyber 5Senai Industrial Estate Phase III81400 SenaiJohor, Malaysia

Registered officeSuite 5.11 & 5.12, 5th FloorMenara TJBNo. 9, Jalan Syed Mohd Mufti80000 Johor BahruJohor, Malaysia

The consolidated financial statements of the Company as at and for the year ended 31 March 2014 comprise the Company and its subsidiaries (together referred to as the “Group”). The financial statements of the Company as at and for the financial year ended 31 March 2014 do not include other entities.

The principal activities of the Company are investment holding and provision of management services. The principal activities of the subsidiaries are disclosed in Note 5.

The holding and ultimate holding company is C B Equities Sdn. Bhd., a company incorporated in Malaysia.

These financial statements were authorised for issue by the Board of Directors on 18 July 2014.

1. Basis of preparation

(a) Statement of compliance

The financial statements of the Group and of the Company have been prepared in accordance with Malaysian Financial Reporting Standards (“MFRS”), International Financial Reporting Standards and the Companies Act, 1965 in Malaysia.

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

MFRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2014

• Amendments to MFRS 10, Consolidated Financial Statements: Investment Entities • Amendments to MFRS 12, Disclosure of Interests in Other Entities: Investment Entities • Amendments to MFRS 127, Separate Financial Statements (2011): Investment Entities • Amendments to MFRS 132, Financial Instruments: Presentation – Offsetting Financial Assets and Financial Liabilities • Amendments to MFRS 136, Impairment of Assets – Recoverable Amount Disclosures for Non-Financial Assets • Amendments to MFRS 139, Financial Instruments: Recognition and Measurement – Novation of Derivatives and Continuation of Hedge Accounting • IC Interpretation 21, Levies


42


(a) Statement of compliance (continued)

MFRSs, Interpretations and amendments effective for annual periods beginning on or after 1 July 2014

• Amendments to MFRS 1, First-time Adoption of Malaysian Financial Reporting Standards (Annual Improvements 2011-2013 Cycle) • Amendments to MFRS 2, Share-based Payment (Annual Improvements 2010-2012 Cycle) • Amendments to MFRS 3, Business Combinations (Annual Improvements 2010-2012 Cycle and 2011- 2013 Cycle) • Amendments to MFRS 8, Operating Segments (Annual Improvements 2010-2012 Cycle) • Amendments to MFRS 13, Fair Value Measurement (Annual Improvements 2010-2012 Cycle and 2011- 2013 Cycle) • Amendments to MFRS 116, Property, Plant and Equipment (Annual Improvements 2010-2012 Cycle) • Amendments to MFRS 119, Employee Benefits – Defined Benefit Plans: Employee Contributions • Amendments to MFRS 124, Related Party Disclosures (Annual Improvements 2010-2012 Cycle) • Amendments to MFRS 138, Intangible Assets (Annual Improvements 2010-2012 Cycle) • Amendments to MFRS 140, Investment Property (Annual Improvements 2011-2013 Cycle)

MFRSs, Interpretations and amendments effective for a date yet to be confirmed

• MFRS 9, Financial Instruments (2009) • MFRS 9, Financial Instruments (2010) • MFRS 9, Financial Instruments – Hedge Accounting and Amendments to MFRS 9, MFRS 7 and MFRS 139 • Amendments to MFRS 7, Financial Instruments: Disclosures – Mandatory Effective Date of MFRS 9 and Transition Disclosures

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

The initial application of these standards, amendments and interpretations are not expected to have any material financial impacts to the current and prior periods financial statements of the Group and the Company upon their first adoption.

(b) Basis of measurement

These financial statements have been prepared on the historical cost basis except as disclosed in Note 2.

(c) Functional and presentation currency

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


43


(d) Use of estimates and judgements

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

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

There are no significant areas of estimation uncertainty and critical judgements in applying accounting policies that have significant effect on the amounts recognised in the financial statements.

2. Significant accounting policies

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

(a) Basis of consolidation

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

The Group adopted MFRS 10, Consolidated Financial Statements in the current financial year. This resulted in changes to the following policies:

• Control exists when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. In the previous financial years, control exists when the Group has the ability to exercise its power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

• Potential voting rights are considered when assessing control only when such rights are substantive. In the previous financial years, potential voting rights are considered when assessing control when such rights are presently exercisable.

• The Group considers it has de facto power over an investee when, despite not having the majority of voting rights, it has the current ability to direct the activities of the investee that significantly affect the investee’s return. In the previous financial years, the Group did not consider de facto power in its assessment of control.

The change in accounting policy has been made retrospectively and in accordance with the transitional provision of MFRS 10. The adoption of MFRS 10 has no significant impact to the financial statements of the Group.

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


44


(a) Basis of consolidation (continued)

(ii) Business combinations

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

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

• the fair value of the consideration transferred; plus • the recognised amount of any non-controlling interests in the acquiree; plus • if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; less • the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.

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

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

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

(iii) Acquisitions of non-controlling interests

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

(iv) Loss of control

Upon the loss of control of a subsidiary, the Group derecognises the assets and liabilities of the former subsidiary, any non-controlling interests and the other components of equity related to the former subsidiary from the consolidated statement of financial position. Any surplus or deficit arising on the loss of control is recognised in profit or loss. If the Group retains any interest in the former 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.


45


(a) Basis of consolidation (continued)

(v) Non-controlling interests

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

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

(vi) Transactions eliminated on consolidation

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

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

(b) Foreign currency

(i) Foreign currency transactions

Transactions in foreign currencies are translated to the functional currency of Group entities at exchange rates at the dates of the transactions.

Monetary assets and liabilities denominated in foreign currencies at the end of the reporting period are retranslated to the functional currency at the exchange rate at that date.

Non-monetary assets and liabilities denominated in foreign currencies are not retranslated at the end of the reporting date except for those that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined.

Foreign currency differences arising on retranslation are recognised in profit or loss, except for differences arising on the retranslation of available-for-sale equity instruments or a financial instrument designated as a hedge of currency risk, which are recognised in other comprehensive income.

(ii) Operations denominated in functional currencies other than Ringgit Malaysia

The assets and liabilities of operations denominated in functional currencies other than RM, including goodwill and fair value adjustments arising on acquisition, are translated to RM at exchange rates at the end of the reporting period. The income and expenses of foreign operations, excluding foreign operations in hyperinflationary economies, are translated to RM at exchange rates at the dates of the transactions.


46


(b) Foreign currency (continued)

(ii) Operations denominated in functional currencies other than Ringgit Malaysia (continued)

Foreign currency differences are recognised in other comprehensive income and accumulated in the foreign currency translation reserve (“FCTR”) in equity. However, if the operation is a non-wholly- owned subsidiary, then the relevant proportionate share of the translation difference is allocated to the non-controlling interests. When a foreign operation is disposed of such that control, significant influence or joint control is lost, the cumulative amount in the FCTR related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal.

When the Group disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non- controlling interests. When the Group disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

In the consolidated financial statements, when settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign exchange gains and losses arising from such a monetary item are considered to form part of a net investment in a foreign operation and are recognised in other comprehensive income, and are presented in the FCTR in equity.

(c) Financial instruments

(i) Initial recognition and measurement

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

A financial instrument is recognised initially, at its fair value plus, in the case of a financial instrument not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial instrument.

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

(ii) Financial instrument categories and subsequent measurement

The Group and the Company categorise financial instruments as follows:

Financial assets

(a) Financial assets at fair value through profit or loss

Fair value through profit or loss category comprises financial assets that are held for trading, including derivatives (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument) or financial assets that are specifically designated into this category upon initial recognition.


47


(c) Financial instruments (continued)

(ii) Financial instrument categories and subsequent measurement (continued)

(a) Financial assets at fair value through profit or loss (continued)

Derivatives that are linked to and must be settled by delivery of unquoted equity instruments whose fair values cannot be reliably measured are measured at cost.

Other financial assets categorised as fair value through profit or loss are subsequently measured at their fair values with the gain or loss recognised in profit or loss.

(b) Held-to-maturity investments

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

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

(c) Loans and receivables

Loans and receivables category comprises debt instruments that are not quoted in an active market.

Financial assets categorised as loans and receivables are subsequently measured at amortised cost using the effective interest method.

(d) Available-for-sale financial assets

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

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

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


48



(ii) Financial instrument categories and subsequent measurement (continued)

Financial liabilities

All financial liabilities are subsequently measured at amortised cost other than those categorised as fair value through profit or loss.

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

Derivatives that are linked to and must be settled by delivery of unquoted equity instruments whose fair values cannot be reliably measured are measured at cost.

Other financial liabilities categorised as fair value through profit or loss are subsequently measured at their fair values with the gain or loss recognised in profit or loss.

(iii) Financial guarantee contracts

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

Financial guarantee contracts are classified as deferred income and are amortised to profit or loss using a straight-line method over the contractual period or, when there is no specified contractual period, recognised in profit or loss upon discharge of the guarantee. When settlement of a financial guarantee contract becomes probable, an estimate of the obligation is made. If the carrying value of the financial guarantee contract is lower than the obligation, the carrying value is adjusted to the obligation amount and accounted for as a provision.

(iv) Regular way purchase or sale of financial assets

A regular way purchase or sale is a purchase or sale of a financial asset under a contract whose terms require delivery of the asset within the time frame established generally by regulation or convention in the marketplace concerned.

A regular way purchase or sale of financial assets is recognised and derecognised, as applicable, using trade date accounting. Trade date accounting refers to:

(a) the recognition of an asset to be received and the liability to pay for it on the trade date, and (b) derecognition of an asset that is sold, recognition of any gain or loss on disposal and the recognition of a receivable from the buyer for payment on the trade date.


49



(v) Derecognition

A financial asset or part of it is derecognised when, and only when the contractual rights to the cash flows from the financial asset expire or 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 equity is recognised in profit or loss.

A financial liability or a part of it is derecognised when, and only when, the obligation specified in the contract is discharged or 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.

(d) Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured at cost less any accumulated depreciation and any accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset and any other costs directly attributable to bringing the asset to working condition for its intended use, and the costs of dismantling and removing the items and restoring the site on which they are located. The cost of self-constructed assets also includes the cost of materials and direct labour. For qualifying assets, borrowing costs are capitalised in accordance with the accounting policy on borrowing costs. Cost also may include transfers from equity of any gain or loss on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment.

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

The cost of property, plant and equipment recognised as a result of a business combination is based on fair value at acquisition date and in accordance to Note 2(q).

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

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

(ii) Subsequent costs

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


50


(d) Property, plant and equipment (continued)

(iii) Depreciation

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

Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment. Buildings are depreciated on a straight- line basis over 20 to 50 years. Freehold land is not depreciated. Property, plant and equipment under construction are not depreciated until the assets are ready for their intended use.

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

Plant and machinery 10 - 12 1/2 years Office equipment, furniture, fittings and electrical installation 4 - 10 years Motor vehicles 5 years Depreciation methods, useful lives and residual values are reviewed at end of the reporting period and adjusted as appropriate.

(e) Leased assets

(i) Finance lease

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

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

(ii) Operating lease

Leases, where the Group or the Company does not assume substantially all the risks and rewards of ownership are classified as operating leases and, except for property interest held under operating lease, the leased assets are not recognised in the statement of financial position of the Group or the Company. Property interest held under an operating lease, which is held to earn rental income or for capital appreciation or both, is classified as investment property.

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

Leasehold land which in substance in an operating lease is classified as prepaid lease payments.


51


(f) Inventories

Inventories are measured at the lower of cost and net realisable value.

The cost of inventories is measured based on first-in first-out basis, and includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition. In the case of work-in-progress and finished goods, cost includes an appropriate share of production overheads based on normal operating capacity.

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

(g) Non-current assets held for sale or distribution to owners

Non-current assets, or disposal group comprising assets and liabilities that are expected to be recovered primarily through sale or distribution to owners rather than through continuing use, are classified as held for sale or distribution.

Immediately before classification as held for sale or distribution, the assets, or components of a disposal group, are remeasured in accordance with the Group’s accounting policies. Thereafter generally the assets, or disposal group are measured at the lower of their carrying amount and fair value less costs of disposal.

Any impairment loss on a disposal group is first allocated to goodwill, and then to remaining assets and liabilities on pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets, employee benefit assets and investment property, which continue to be measured in accordance with the Group’s accounting policies. Impairment losses on initial classification as held for sale or distribution and subsequent gains or losses on remeasurement are recognised in profit or loss. Gains are not recognised in excess of any cumulative impairment loss.

Intangible assets and property, plant and equipment once classified as held for sale or distribution are not amortised or depreciated. In addition, equity accounting of equity-accounted associates ceases once classified as held for sale or distribution.

(h) Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, balances and deposits with banks and highly liquid investments which have an insignificant risk of changes in fair value. For the purpose of the statement of cash flows, cash and cash equivalents are presented net of bank overdrafts and pledged deposits.

(i) Impairment

(i) Financial assets

All financial assets (except for financial assets categorised as fair value through profit or loss and investments in subsidiaries) are assessed at each reporting date whether there is any objective evidence of impairment as a result of one or more events having an impact on the estimated future cash flows of the asset. Losses expected as a result of future events, no matter how likely, are not recognised. For an investment in an equity instrument, a significant or prolonged decline in the fair value below its cost is an objective evidence of impairment. If any such objective evidence exists, then the impairment loss of the financial asset is estimated.


52


(i) Impairment (continued)

(i) Financial assets (continued)

An impairment loss in respect of loans and receivables and held-to-maturity investments is recognised in profit or loss and is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the asset’s original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account.

An impairment loss in respect of available-for-sale financial assets is recognised in profit or loss and is measured as the difference between the asset’s acquisition cost (net of any principal repayment and amortisation) and the asset’s current fair value, less any impairment loss previously recognised. Where a decline in the fair value of an available-for-sale financial asset has been recognised in the other comprehensive income, the cumulative loss in other comprehensive income is reclassified from equity to profit or loss.

An impairment loss in respect of unquoted equity instrument that is carried at cost is recognised in profit or loss and is measured as the difference between the financial 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.

Impairment losses recognised in profit or loss for an investment in an equity instrument classified as available for sale is not reversed through profit or loss.

If, in a subsequent period, 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 in profit or loss, the impairment loss is reversed, to the extent that the asset’s carrying amount does not exceed what the carrying amount would have been had the impairment not been recognised at the date the impairment is reversed. The amount of the reversal is recognised in profit or loss.

(ii) Other assets

The carrying amounts of other assets (except for inventories, deferred tax assets and assets arising from employee benefits and non-current assets (or disposal groups) classified as held for sale) are reviewed at the end of each reporting period to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For goodwill, and intangible assets that have indefinite useful lives or that are not yet available for use, the recoverable amount is estimated each period at the same time.

For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash-generating units. Subject to an operating segment ceiling test, for the purpose of goodwill impairment testing, cash-generating units to which goodwill has been allocated are aggregated so that the level at which impairment testing is performed reflects the lowest level at which goodwill is monitored for internal reporting purposes. The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to group of cash-generating units that are expected to benefit from the synergies of the combination.

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


53


(j) Impairment (continued)

(ii) Other assets (continued)

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

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

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

(j) Equity instruments

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

(i) Issue expenses

Costs directly attributable to issue of instruments classified as equity are recognised as a deduction from equity.

(ii) Repurchase, disposal and reissue of share capital

When share capital recognised as equity is repurchased, the amount of the consideration paid, including directly attributable costs, net of any tax effects, is recognised as a deduction from equity. Repurchased shares that are not subsequently cancelled are classified as treasury shares in the statement of changes in equity.

Where treasury shares are sold or reissued subsequently, the difference between the sales consideration net of directly attributable costs and the carrying amount of the treasury shares is recognised in equity, and the resulting surplus or deficit on the transaction is presented in share premium.

(k) Income tax

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

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


54


(k) Income tax (continued)

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

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

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

Unutilised reinvestment allowance and investment tax allowance, being tax incentives that is not a tax base of an asset, is recognised as a deferred tax asset to the extent that it is probable that the future taxable profits will be available against the unutilised tax incentive can be utilised.

(l) Revenue and other income

(i) Goods sold

Revenue from the sale of goods in the course of ordinary activities is measured at fair value of the consideration received or receivable, net of returns and allowances, trade discount and volume rebates. Revenue is recognised when persuasive evidence exists, usually in the form of an executed sales agreement, that the significant risks and rewards of ownership have been transferred to the customer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, and there is no continuing management involvement with the goods, and the amount of revenue can be measured reliably. If it is probable that discounts will be granted and the amount can be measured reliably, then the discount is recognised as a reduction of revenue as the sales are recognised.

(ii) Dividend income

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

(iii) Management fee income

Management fee income is recognised upon services rendered.

(iv) Interest income

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


55


(l) Revenue and other income (continued)

(v) Rental income

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

(vi) Membership fee income

The membership fee are recognised based on a receipt basis.

(m) Borrowing costs

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

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

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

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

(n) Employee benefits

(i) Short-term employee benefits

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

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

(ii) State plans

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


56


(o) Earnings per ordinary share

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

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

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

(p) Operating segments

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

(q) Fair value measurement

From 1 April 2013, the Group adopted MFRS 13, Fair Value Measurement which prescribed that fair value of an asset or a liability, except for share-based payment and lease transactions, is determined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The measurement assumes that the transaction to sell the asset or transfer the liability takes place either in the principal market or in the absence of a principal market, in the most advantageous market.

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

In accordance with the transitional provision of MFRS 13, the Group applied the new fair value measurement guidance prospectively, and has not provided any comparative fair value information for new disclosures. The adoption of MFRS 13 has not significantly affected the measurements of the Group’s assets or liabilities other than the additional disclosures.


57


3. Property, plant and equipment

Group At cost At 1 April 2012 21,243,357 48,311,429 7,034,489 1,762,306 78,351,581 Additions 76,218 6,781,003 65,811 128,869 7,051,901 Disposals/Written off -- -- (25,898) -- (25,898) Transfer to asset held for sale (520,002) -- -- -- (520,002) Exchange difference 13,232 119,066 1,727 -- 134,025 At 31 March 2013/ 1 April 2013 20,812,805 55,211,498 7,076,129 1,891,175 84,991,607 Additions 240,912 2,811,855 199,891 -- 3,252,658 Disposals/Written off -- (205,015) (99,545) -- (304,560) Exchange difference 58,290 154,634 3,872 -- 216,796 At 31 March 2014 21,112,007 57,972,972 7,180,347 1,891,175 88,156,501

Accumulated depreciation At 1 April 2012 4,284,106 27,844,231 4,617,828 907,804 37,653,969 Depreciation charge 1,013,947 3,277,644 436,971 316,348 5,044,910 Disposals/Written off -- -- (9,419) -- (9,419) Transfer to asset held for sale (51,584) -- -- -- (51,584) Exchange difference 665 99,070 1,086 -- 100,821 At 31 March 2013/ 1 April 2013 5,247,134 31,220,945 5,046,466 1,224,152 42,738,697 Depreciation charge 973,035 3,631,191 389,651 299,347 5,293,224 Disposals/Written off -- (129,569) (99,545) -- (229,114) Exchange difference 15,225 35,928 2,340 -- 53,493 At 31 March 2014 6,235,394 34,758,495 5,338,912 1,523,499 47,856,300

Accumulated impairment losses At 1 April 2012 -- 1,294,565 35,144 1,945 1,331,654 Impairment loss -- 461,624 -- -- 461,624 At 31 March 2013/ 1 April 2013 -- 1,756,189 35,144 1,945 1,793,278 Impairment loss -- 293,270 -- -- 293,270 At 31 March 2014 -- 2,049,459 35,144 1,945 2,086,548 Carrying amounts At 31 March 2014 14,876,613 21,165,018 1,806,291 365,731 38,213,653 At 31 March 2013 15,565,671 22,234,364 1,994,519 665,078 40,459,632

Landand

buildingsRM

Plantand

machineryRM

Officeequipment,furniture,

fittings andelectrical

installationRM

Motorvehicles

RMTotalRM



58

3. Property, plant and equipment (continued)

Company

At cost

At 1 April 2012/31 March 2013 11,324

At 1 April 2013/31 March 2014 11,324

Accumulated depreciation

At 1 April 2012 5,416 Depreciation charge 1,134

At 31 March 2013/1 April 2013 6,550 Depreciation charge 1,132

At 31 March 2014 7,682

Carrying amounts

At 31 March 2014 3,642

At 31 March 2013 4,774

Carrying amounts of land and buildings

At cost Buildings 13,476,613 14,165,671 Freehold land 1,400,000 1,400,000

14,876,613 15,565,671

Leased motor vehicles

At 31 March 2014, the net carrying amount of leased motor vehicles was RM301,859 (2013: RM530,708).

Security

The leased motor vehicles as discussed above secures lease obligations (see Note 13).

The property, plant and equipment of the Group with a carrying amount of RM5,137,698 (2013: RM5,219,418) are charged to banks as security for credit facilities as disclosed in Note 13.

Group 2014 2013 RM RM

Officeequipment,furniture

and fittingsRM



59

4. Prepaid lease payments

Group

At cost

At 1 April 2012/31 March 2013 6,642,178

At 1 April 2013/31 March 2014 6,642,178

Accumulated amortisation

At 1 April 2012 2,524,561 Amortisation charge 95,113

At 31 March 2013/1 April 2013 2,619,674 Amortisation charge 95,113

At 31 March 2014 2,714,787

Carrying amounts

At 31 March 2014 3,927,391

At 31 March 2013 4,022,504

5. Investments in subsidiaries

Unquoted shares, at cost 37,708,646 37,708,646 Less: Impairment loss (1,248,000) (1,248,000)

36,460,646 36,460,646

Details of the subsidiaries are as follows:

Effective Country of ownership interest Name of entity Principal activities incorporation and voting interest 2014 2013 % %

Eversynergy Sdn. Bhd. Property holdings Malaysia 100 100

Multiview Enterprises Sales and marketing of Malaysia 100 100 Sdn. Bhd. industrial packaging tapes, materials and machinery and household care products

Company 2014 2013 RM RM

Leaseholdland

unexpiredperiod less

than 50 yearsRM



60

5. Investments in subsidiaries (continued) Effective Country of ownership interest Name of entity Principal activities incorporation and voting interest 2014 2013 % %

Prestige Packages Sdn. Bhd. Manufacture and sale of Malaysia 100 100 multi-wall paper bags woven laminated bags and pulp moulded products

Cenbond Packages Sdn. Manufacturing and sale Malaysia 100 100 Bhd. (formerly known as of plastic moulded Southern Polymer Products products, packaging Sdn. Bhd.) products and paper products Pro-Art Printer Sdn. Bhd. Dormant Malaysia 100 100 CB Bags Sdn. Bhd. Investment holding Malaysia 100 100

Polyplus Packages Sdn. Bhd. Manufacture and sale of Malaysia 100 100 corrugated carton boxes Prestige Packages (Vietnam) In liquidation Vietnam 100 100 Co. Ltd.#

Subsidiaries of Prestige Packages Sdn. Bhd.

Imej Duta Sdn. Bhd. Property holdings Malaysia 100 100 Brandpak Industries Manufacture and Malaysia 100 100 Sdn. Bhd. marketing of stretch films, plastic bags and liners PT. Prestige Packages Manufacture and sale of Indonesia 100 100 Indonesia* cement paper bags

Cengreen Global Sdn. Bhd. Distribution of beauty and Malaysia 100 100 health products Esteem Packaging Pte. Ltd.* Trading in paper and Singapore 80 80 plastic packaging products Panoramic Packages Trading of carton boxes Malaysia 60 60 Sdn. Bhd.@



61

5. Investments in subsidiaries (continued) Effective Country of ownership interest Name of entity Principal activities incorporation and voting interest 2014 2013 % %

Subsidiaries of Multiview Enterprises Sdn. Bhd.

Multiview Packaging Manufacture and trading Malaysia 100 100 Sdn. Bhd. in industrial packaging tapes and related products

Prior Packaging Industries Manufacture and sale of Malaysia 100 100 Sdn. Bhd. expanded polyethylene foam and industrial carton staples Multiview (S) Pte. Ltd.* Sales and marketing of Singapore 100 100 household care products and packaging materials

Ready Chemical (M) Letting machineries Malaysia 78 78 Sdn. Bhd.

Macro Chemicals Sdn. Bhd. Contract manufacturing of Malaysia 100 100 adhesive and household care products

Imej Harmoni Sdn. Bhd. Property holdings Malaysia 100 100

Prestige Manila Venture Investment holding Malaysia -- 100 Sdn. Bhd.^

Philippine Cenbond In liquidation Philippines -- 51 Packaging Inc.^

Subsidiaries of CB Bags Sdn. Bhd.

Prestige Packages (Perlis) Manufacture and sale of Malaysia 70 70 Sdn. Bhd. cement paper bags

* Not audited by member firms of KPMG International. # Management accounts were used for the preparation of consolidated financial statements. In the opinion of the Directors, the results and the financial position as at 31 March 2014 the subsidiary is not material to the consolidated financial statements as the subsidiary is dormant during the year. ^ On 27 January 2014, Multiview Enterprises Sdn. Bhd. had disposed its entire equity interest in Prestige Manila Venture Sdn. Bhd. (“PMV”) to two (2) third parties for a cash consideration of RM2. Following the disposal, Philippine Cenbond Packaging Inc., a 51% owned subsidiary of PMV also ceased as a subsidiary of the Group. The effect of the disposal is not material to the Group. @ On 29 May 2014, Prestige Packages Sdn. Bhd. had disposed its entire equity interest in Panoramic Packages Sdn. Bhd. to two (2) third parties for a cash consideration of RM2. The effect of disposal is not material to the Group.



62

5. Investments in subsidiaries (continued) 5.1 Non-controlling interest in subsidiaries

The Group’s subsidiaries that have material non-controlling interests (“NCI”) are as follows:

NCI percentage of ownership interest and voting interest Carrying amount of NCI 4,104,770 2,598,610 51,594 6,754,974

Comprehensive income allocated to NCI 653,159 729,917 202,537 1,585,613

Summarised financial information before intra-group elimination

As at 31 March Non-current assets 162,684 1,345,239 Current assets 14,666,862 19,452,868 Current liabilities (1,109,980) (8,585,530) Non-current liabilities (37,000) (21,846)

Net assets 13,682,566 12,190,731

Year ended 31 March Revenue 15,284,619 21,434,652 Profit for the year 1,852,789 3,325,179 Total comprehensive income 1,852,789 4,127,497

Cash flows from operating activities 145,236 4,590,211 Cash flows used in investing activities (11,589) (377,872) Cash flows used in financing activities (750,000) --

Net (decrease)/increase in cash and cash equivalents (616,353) 4,212,339

Dividends paid to NCI -- 517,787

2014 Other Prestige subsidiaries Packages Esteem with (Perlis) Packaging immaterial Sdn. Bhd. Pte. Ltd. NCI Total

2014 Prestige Packages Esteem (Perlis) Packaging Sdn. Bhd. Pte. Ltd. RM RM

30% 20% RM RM RM RM



63

5. Investments in subsidiaries (continued) 5.1 Non-controlling interest in subsidiaries (continued)

NCI percentage of ownership interest and voting interest Carrying amount of NCI 3,548,933 2,190,082 (51,867) 5,687,148

Comprehensive income/ (expense) allocated to NCI 578,890 831,306 (5,622) 1,404,574

Summarised financial information before intra-group elimination

As at 31 March Non-current assets 339,264 922,500 Current assets 13,544,142 16,975,253 Current liabilities (1,971,629) (6,941,498) Non-current liabilities (82,000) (5,844)

Net assets 11,829,777 10,950,411

Year ended 31 March Revenue 17,309,575 23,854,038 Profit for the year 1,929,633 4,156,530 Total comprehensive income 1,929,633 4,216,178

Cash flows from operating activities 2,262,877 4,837,195 Cash flows used in investing activities (1,269) (1,093,671)

Net increase in cash and cash equivalents 2,261,608 3,743,524

Dividends paid to NCI 225,000 --

2013 Other Prestige subsidiaries Packages Esteem with (Perlis) Packaging immaterial Sdn. Bhd. Pte. Ltd. NCI Total

2013 Prestige Packages Esteem (Perlis) Packaging Sdn. Bhd. Pte. Ltd. RM RM

30% 20% RM RM RM RM



64

6. Deferred tax assets/(liabilities) Recognised deferred tax assets/(liabilities) The amounts determined after appropriate offsetting are as follows:

Deferred tax assets 27,013 76,910 Deferred tax liabilities (4,275,146) (4,438,944)

(4,248,133) (4,362,034)

Deferred tax liabilities and assets are offset above where there is a legally enforceable right to set off current tax assets against current tax liabilities and where the deferred taxes relate to the same taxation authority. Deferred tax assets and liabilities are attributable to the following:

Property, plant and equipment - capital allowances (2,722,884) (3,410,669) - revaluation (1,392,500) (1,308,500) Inventories 14,000 243,000 Trade receivables 157,000 32,000 Unabsorbed capital allowances -- 233,000 Unutilised tax losses -- 23,000 Others (303,749) (173,865)

(4,248,133) (4,362,034)

Unrecognised deferred tax assets

Deferred tax assets have not been recognised in subsidiaries in respect of the following items (stated at gross):

Taxable temporary differences 289,000 -- Unabsorbed capital allowances (594,000) -- Unutilised tax losses (847,000) (570,000)

(1,152,000) (570,000)

The unabsorbed capital allowances and unutilised tax losses do not expire under current tax legislation. Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profit will be available against which the subsidiary can utilise the benefits there from.






65

6. Deferred tax assets/(liabilities) (continued)

Movement in temporary differences during the year:

Group

Property, plant and equipment - capital allowances (3,410,669) 687,785 (2,722,884) - revaluation (1,308,500) (84,000) (1,392,500) Inventories 243,000 (229,000) 14,000 Trade receivables 32,000 125,000 157,000 Provision 67,910 (34,897) 33,013 Unabsorbed capital allowances 233,000 (233,000) -- Unutilised tax losses 23,000 (23,000) -- Others (241,775) (94,987) (336,762)

(4,362,034) 113,901 (4,248,133)

Property, plant and equipment - capital allowances (3,202,613) (208,056) (3,410,669) - revaluation (1,330,500) 22,000 (1,308,500) Inventories 29,000 214,000 243,000 Trade receivables 72,000 (40,000) 32,000 Provision -- 67,910 67,910 Unabsorbed capital allowances 177,000 56,000 233,000 Unutilised tax losses 30,000 (7,000) 23,000 Others (64,000) (177,775) (241,775)

(4,289,113) (72,921) (4,362,034)

7. Inventories

Raw materials 21,982,345 17,535,373 Work-in-progress 1,634,001 1,944,076 Finished goods 6,219,429 5,989,527

29,835,775 25,468,976

Recognised At in profit At 1 April or loss 31 March 2013 (Note 16) 2014 RM RM RM

Recognised At in profit At 1 April or loss 31 March 2012 (Note 16) 2013 RM RM RM




66

8. Trade and other receivables

Trade receivables 45,710,454 46,097,743 -- -- Other receivables, deposits and prepayments 9,087,906 1,921,104 1,515 1,515

54,798,360 48,018,847 1,515 1,515

Included in trade receivables of the Group are amounts due from a company in which a corporate shareholder of a subsidiary has substantial interest and company in which the Director’s close family member has substantial financial interest as follows:

Trade receivables 7,530,013 5,613,110

9. Due from subsidiaries

The amounts due from subsidiaries are non-trade in nature, unsecured, interest free and have no fixed terms of repayment.

10. Cash and cash equivalents

Deposits with licensed banks 45,357,946 42,930,636 19,735,374 17,267,032 Cash and bank balances 37,447,930 33,934,788 121,784 98,809

82,805,876 76,865,424 19,857,158 17,365,841

11. Assets classified as held for sale

In prior year, the Group entered into an agreement to dispose a subsidiary’s freehold land and building. The disposal was completed on 31 May 2013.

The property held for sale comprise the following:

Freehold land -- 220,000 Building -- 248,418

-- 468,418







67

12. Capital and reserves

Share capital

Ordinary shares of RM0.50 each: Authorised 100,000,000 100,000,000 200,000,000 200,000,000

Issued and fully paid 60,000,000 60,000,000 120,000,000 120,000,000

Reserves

Non-distributable Translation reserve 1,277,617 (152,760) -- --

Distributable Retained earnings 102,632,030 91,107,847 6,282,723 3,892,331

103,909,647 90,955,087 6,282,723 3,892,331

Translation reserve

Translation reserve represents the exchange differences arising on translation of the financial statements of the foreign subsidiaries.

13 Loans and borrowings

Non-current Secured - Finance lease liabilities 86,672 271,712

Current Secured - Finance lease liabilities 188,100 180,000

Unsecured - Bank overdrafts -- 197,291 - Trust receipts 4,760,134 3,950,184

4,760,134 4,147,475

4,948,234 4,327,475

Total borrowings 5,034,906 4,599,187

Group/Company Group/Company Number of ordinary shares 2014 2013 2014 2013 RM RM





68

13. Loans and borrowings

The borrowings of the Group are secured by way of:

(i) fixed charge on certain buildings and a piece of leasehold industrial land of a subsidiary; and

(ii) debentures creating fixed and floating charges over the present and future assets of a subsidiary.

Finance lease liabilities

Finance lease liabilities are payable as follows:

Group

2014 Less than one year 208,392 20,292 188,100 Between one and five years 103,444 16,772 86,672

311,836 37,064 274,772

2013 Less than one year 208,392 28,392 180,000 Between one and five years 316,876 45,164 271,712

525,268 73,556 451,712

14. Trade and other payables

Trade payables 20,038,824 14,956,714 7,877 9,066 Other payables and accrued expenses 7,595,330 11,886,660 205,716 166,061

27,634,154 26,843,374 213,593 175,127

Included in trade and other payables of the Group are amounts due to companies in which certain Directors of the Group have substantial financial interest as follows:

Trade payables 394,711 141,604 Other payables 165,635 200,192

560,346 341,796

Present Future value of minimum minimum lease lease payments Interest payments RM RM RM





69

15. Profit before tax

Profit before tax is arrived at after charging/(crediting) Auditors’ remuneration: - Audit fees - Company’s auditors 216,000 218,000 35,000 35,000 - Other auditors 57,283 54,619 -- -- - Over provided in prior year (815) -- -- -- - Non-audit fees - KPMG Malaysia 35,000 35,000 35,000 35,000 - Local affiliates of KPMG Malaysia 71,600 68,800 5,000 5,000 Bad debts written off 23,523 100,098 -- -- Depreciation and amortisation 5,388,337 5,140,023 1,132 1,134 Personnel expenses (including key management personnel): - Contributions to state plans 589,758 534,936 21,646 20,281 - Wages, salaries and others 9,644,037 9,913,482 274,391 275,627 Reversal of allowance for slow moving inventories (858,668) (323,160) -- -- Impairment loss on/ (Reversal of): - property, plant and equipment 293,270 461,624 -- -- - receivables 53,136 (157,640) -- -- Rental of: - land and buildings 331,464 429,451 -- -- - machinery and equipment 243,449 176,974 -- -- - hostel 56,836 61,944 -- -- (Gain)/Loss on disposal of - property, plant and equipment 13,494 (285,106) -- -- - asset classified as held for sale (95,582) -- -- -- - a subsidiary (148,910) (160,391) -- -- Foreign exchange: - unrealised gain (1,374,394) (968,397) -- -- - realised loss/(gain) 129,589 (94,656) 24 (802) Rental income on: - land and building -- (57,200) -- -- - machinery and equipment -- (83,400) -- --

Key management personnel compensation

The key management personnel compensation are as follows:

Directors - Fees 126,000 96,000 126,000 96,000 - Remunerations 2,441,721 2,033,887 -- -- - Contributions to state plans 190,716 119,996 -- --

Total short-term employee benefits 2,758,437 2,249,883 126,000 96,000





70

16. Tax expense Recognised in profit or loss

Major components of income tax expense include:

Current tax expense - Malaysian tax - Current year 5,441,187 4,466,900 257,000 153,000 - Prior year 68,347 261,998 155,091 22,209

5,509,534 4,728,898 412,091 175,209 - Foreign tax - Current year 1,005,559 1,378,837 -- -- - Prior year (5,812) (87,684) -- --

999,747 1,291,153 -- --

6,509,281 6,020,051 412,091 175,209 Deferred tax (income)/expense - Origination and reversal of temporary differences (301,901) 406,021 -- -- - Prior year 188,000 (333,100) -- --

(113,901) 72,921 -- --

Total tax expense 6,395,380 6,092,972 412,091 175,209

Reconciliation of tax expense

Profit before tax 24,843 26,650 8,503 4,715

Income tax calculated using Malaysian tax rate of 25% 6,211 6,663 2,126 1,179 Non-deductible expenses 456 289 33 32 Effect of deferred tax assets not recognised 208 4 -- -- Effect of changes in tax rate* (167) -- -- -- Effect of different tax rates in foreign jurisdictions (330) (396) -- -- Tax incentives (225) (227) -- -- Non-taxable income (7) (52) (1,902) (1,058) Others (2) (30) -- --

6,144 6,251 257 153

Under/(Over) provided in prior years 251 (158) 155 22

Tax expense 6,395 6,093 412 175

* The Malaysian Budget 2014 announced the reduction of corporate tax rate to 24% with effect from year of assessment 2016. Consequently, deferred tax assets and liabilities which are expected to reverse in 2016 and beyond are measured using the tax rate of 24%.


RM’000 RM’000 RM’000 RM’000



71

17. Basic earnings per ordinary share Basic earnings per ordinary share

The calculation of basic earnings per ordinary share at 31 March 2014 was based on the profit attributable to ordinary shareholders and a weighted average number of ordinary shares outstanding calculated as follows:

Profit for the year attributable to owners 17,224,183 19,152,061

Weighted average number of ordinary shares

Weighted average number of ordinary shares at 31 March 120,000,000 120,000,000

Basic earnings per ordinary share (sen) 14.35 15.96

Diluted earnings per ordinary share

There are no dilutive potential ordinary shares.

18. Dividends Dividends recognised by the Company are:

2014 - Final, Single tier

Sen per Total Date share amount payment RM

2014 2013 - Final, net of tax 0.75 900,000 22 October 2013 2013 - Final, tax exempt 2.00 2,400,000 22 October 2013 2014 - Interim, single tier 2.00 2,400,000 6 January 2014

5,700,000

2013 2012 - Final, tax exempt 2.50 3,000,000 22 October 2012 2013 - Interim, net of tax 1.50 1,800,000 30 April 2013

4,800,000

After the reporting period, the following dividends were proposed by the Directors. These dividends will be recognised in subsequent financial period upon approval by the owners of the Company.

Sen per Total share amount RM

2.00 2,400,000


Group 2014 2013



72

19. Operating segments The Group has five reportable segments as described below. For each of the business segments, the Group Managing Director reviews internal management reports on a monthly basis.

The Group comprises the following main business segments:

• Paper packaging • Plastic packaging • Contract manufacturing and packing • Investment and property holding • Others division

Performance is measured based on segment profit before tax as the management believes that such information is the most relevant in evaluating the results of the operation.

Segment assets

The total of segment asset is measured based on all assets (including goodwill) of a segment, as included in the internal management reports that are reviewed by the Group Managing Director. Segment total asset is used to measure the return of assets of each segment.

Segment liabilities

Segment liabilities information is also included in the internal management reports provided to the Group Managing Director.

Segment capital expenditure

Segment capital expenditure is the total cost incurred during the financial year to acquire property, plant and equipment and intangible assets other than goodwill.


73

NOTES TO THE FINANCIAL STATEMENTS19

. Ope

ratin

g se

gmen

ts (c

ontin

ued)

Gro

upSe

gmen

t pro

fit

22,2

90

23,5

02

586

1,

825

1,

273

1,

175

8,

718

5,

485

(2

93)

(292

) 32

,574

31

,695

Incl

uded

in th

e m

easu

re o

f s

egm

ent p

rofit

/(los

s) a

re:

Rev

enue

from

ext

erna

l cus

tom

ers 1

44,1

94

157,

906

14

,697

15

,170

8,

724

10

,455

--

--

2,

465

3,

310

170

,080

18

6,84

1 B

ad d

ebts

writ

ten

off

(19)

--

--

(5

) (5

) (9

5)

--

--

--

--

(24)

(1

00)

Rev

ersa

l of/(

Impa

irmen

t los

s) o

n re

ceiv

able

s --

42

3

(53)

(6

9)

--

--

--

(196

) --

--

(5

3)

158

Impa

irmen

t los

s on

prop

erty

, p

lant

and

equ

ipm

ent

--

--

(293

) (4

62)

--

--

--

--

--

--

(293

) (4

62)

Rev

ersa

l of/(

Allo

wan

ce fo

r) s

low

mov

ing

inve

ntor

ies

643

51

5

16

8

--

--

--

--

200

(2

00)

859

32

3 D

epre

ciat

ion

and

amor

tisat

ion

(4,0

50)

(3,7

62)

(969

) (1

,005

) (1

63)

(167

) (1

58)

(158

) (4

8)

(48)

(5

,388

) (5

,140

)Fi

nanc

e co

sts

(142

) (2

10)

(18)

(4

4)

(5)

(1)

--

--

--

--

(165

) (2

55)

Fina

nce

inco

me

238

26

2

220

15

1

50

31

644

52

1

--

--

1,15

2

965

Not

incl

uded

in th

e m

easu

re o

f s

egm

ent p

rofit

but

pro

vide

d t

o G

roup

Man

agin

g D

irect

or:

Tax

expe

nse

(4,8

66)

(5,0

17)

(501

) (4

07)

(470

) (4

49)

(493

) (2

51)

(65)

31

(6

,395

) (6

,093

)

Segm

ent a

sset

s 17

7,38

0 1

55,0

54

23,5

94

24,3

76

20,4

14

22,4

41

74,2

18

73,6

92

1,92

7

2,19

5 2

97,5

33

277,

758

Incl

uded

in th

e m

easu

re o

f s

egm

ents

ass

ets a

re:

Add

ition

s to

non-

curr

ent a

sset

s o

ther

than

fina

ncia

l ins

trum

ent

and

def

erre

d ta

x as

sets

3,

158

6,

733

--

72

86

24

7

--

--

9

--

3,25

3

7,05

2

Segm

ent l

iabi

litie

s 65

,263

59

,371

6,

411

3,

942

4,

998

6,

487

4,

313

6,

456

58

7

497

81

,572

76

,753

20

14

2013

20

14

2013

20

14

2013

20

14

2013

20

14

2013

20

14

2013

R

M’0

00 R

M’0

00 R

M’0

00 R

M’0

00 R

M’0

00 R

M’0

00 R

M’0

00 R

M’0

00 R

M’0

00 R

M’0

00 R

M’0

00 R

M’0

00

C

ontr

act

Inve

stm

ent

Pa

per

Plas

tic

man

ufac

turi

ng

and

Oth

ers

pa

ckag

ing

pack

agin

g an

d pa

ckin

g pr

oper

ty h

oldi

ng

divi

sion

To

tal



74

19. Operating segments (continued) Reconciliation of reportable segment revenues, profit or loss, assets and other material items:

Profit or loss Total profit or loss for reportable segments 32,574 31,695 Unallocated expenses and consolidation adjustments (7,731) (5,045)

Consolidated profit before tax 24,843 26,650

2014 Total reportable segments 297,533 81,572 Elimination of inter-segment balances (87,011) (41,715)

Consolidated total 210,522 39,857

2013 Total reportable segments 277,758 76,753 Elimination of inter-segment balances (81,119) (36,756)

Consolidated total 196,639 39,997

20. Financial instruments20.1 Categories of financial instruments

All financial assets and liabilities are categorised as loans and receivables and other liabilities in accordance with the Company’s accounting policies as disclosed in Note 2(c).

20.2 Net gains and losses arising from financial instruments

Net gains/(losses) arising on: Loans and receivables 2,320,108 2,085,269 644,243 521,336 Financial liabilities measured at amortised cost (165,107) (255,277) -- --

2,155,001 1,829,992 644,243 521,336

20.3 Financial risk management

The Group has exposure to the following risks from its use of financial instruments:

• Credit risk • Liquidity risk • Market risk

20.4 Credit risk

Credit risk is the risk of a financial loss to the Group and Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Group and the Company’s exposure to credit risk arises principally from its receivables from third party customers.

Group 2014 2013 RM’000 RM’000

Group Segment Segment assets liabilities RM’000 RM’000




75

20. Financial instruments (continued)20.4 Credit risk (continued)

Receivables

Risk management objectives, policies and processes for managing the risk

Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis and credit evaluations are performed on customers requiring credit over a certain amount.

Exposure to credit risk, credit quality and collateral

As at the end of the reporting period, the maximum exposure to credit risk arising from receivables is represented by the carrying amounts in the statement of financial position.

Management has taken reasonable steps to ensure that receivables that are neither past due nor impaired are measured at their realisable values. A significant portion of these receivables are regular customers that have been transacting with the Group. The Group uses ageing analysis to monitor the credit quality of the receivables.

Impairment losses

The Group maintains an ageing analysis in respect of trade receivables only. The ageing of trade receivables as at the end of the reporting period was:

Group

2014 Not past due 27,481,264 -- 27,481,264 Past due 0 - 30 days 10,608,609 -- 10,608,609 Past due 31 - 60 days 4,946,209 (1,736) 4,944,473 Past due more than 60 days 2,821,677 (145,569) 2,676,108

45,857,759 (147,305) 45,710,454

2013 Not past due 27,769,138 -- 27,769,138 Past due 0 - 30 days 8,107,410 -- 8,107,410 Past due 31 - 60 days 4,674,259 (21,862) 4,652,397 Past due more than 60 days 5,669,977 (101,179) 5,568,798

46,220,784 (123,041) 46,097,743

The movements in the allowance for impairment losses of receivables during the financial year were:

At 1 April 123,041 284,635 Impairment loss recognised 77,809 69,033 Impairment loss reversed (24,673) (226,673) Impairment loss written off (28,872) (3,954)

At 31 March 147,305 123,041


Individual Gross impairment Net RM RM RM



76

20. Financial instruments (continued)20.4 Credit risk (continued)

Receivables

The allowances account in respect of trade receivables is used to record impairment losses. Unless the Group is satisfied that recovery of amount is possible, the amount considered irrecoverable is written off against the receivable directly.

In determining whether additional allowance is required to be made, the Group considers financial background of the customers, past transactions and other specific reasons causing these balances to be past due more than 60 days.

The trade receivables that are past due not impaired as at end of the statement of financial position are regular customers that have been transacting with the Group, the Group does not consider it necessary to impair the receivable amount.

Financial guarantees


The Company provides unsecured financial guarantees to banks in respect of banking facilities granted to certain subsidiaries. The Company monitors on an ongoing basis the results of the subsidiaries and repayments made by the subsidiaries.

Exposure to credit risk, credit quality and collateral

The maximum exposure to credit risk amounts to RM4,944,916 (2013: RM4,291,902) representing the outstanding banking facilities of the subsidiaries as at the end of the reporting period.

As at the end of the reporting period, there was no indication that any subsidiary would default on repayment.

Since the fair value on initial recognition for the financial guarantees was not material, it has not been recognised.

Balances due from subsidiaries


As at the end of the reporting period, the maximum exposure to credit risk is represented by their carrying amounts in the statement of financial position.

The Company does not specifically monitor the ageing of the amount due from subsidiaries. The Company monitors instead their individual financial position in assessing its credit risk.

Impairment losses

As at the end of the reporting period, there was no indication that the amounts due from subsidiaries are not recoverable.

20.5 Liquidity risk

Liquidity risk is the risk that the Group and the Company will not be able to meet its financial obligations as they fall due. The Group’s and the Company’s exposure to liquidity risk arises principally from its various payables, loans and borrowings.

The Group and the Company maintains a level of cash and cash equivalents and bank facilities deemed adequate by the management to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they fall due.



77

Group 2014 Non-derivative financial liabilities Trade and other payables 27,634,154 27,634,154 27,634,154 -- -- Finance lease liabilities 274,772 311,836 208,392 67,418 36,026 Trust receipts 4,760,134 4,760,134 4,760,134 -- --

32,669,060 32,706,124 32,602,680 67,418 36,026

2013 Non-derivative financial liabilities Trade and other payables 26,843,374 26,843,374 26,843,374 -- -- Bank overdrafts 197,291 197,291 197,291 -- -- Finance lease liabilities 451,712 525,268 208,392 237,468 79,408 Trust receipts 3,950,184 3,950,184 3,950,184 -- --

31,442,561 31,516,117 31,199,241 237,468 79,408

Company 2014 Non-derivative financial liabilities Trade and other payables 213,593 213,593 213,593 -- --

2013 Non-derivative financial liabilities Trade and other payables 175,127 175,127 175,127 -- --

20.6 Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and other prices that will affect the Group’s and the Company’s financial position or cash flows.

Currency risk

The Group is exposed to foreign currency risk on sales and purchases that are denominated in a currency other than the functional currency of the Group. The currencies giving rise to this risk are primarily US Dollar (USD), Singapore Dollar (SGD), Indonesian Rupiah (Rupiah) and Euro Dollar (EUR).

The Group does not hedge its financial assets and liabilities denominated in foreign currencies.

Contractual Carrying interest rate/ Contractual Under 1 - 2 2 - 5 amount coupon cash flows 1 year years years RM % RM RM RM RM

-- 2.70 - 3.50 1.15 - 1.55

-- 7.85 2.70 - 3.50 1.15 - 1.55

20. Financial instruments (continued)20.5 Liquidity risk (continued)

Maturity analysis

The table below summarises the maturity profile of the Group’s and the Company’s financial liabilities as at the end of the reporting period based on undiscounted contractual payments:

--

--



78

20. Financial instruments (continued)20.6 Currency risk (continued)

Exposure to foreign currency risk

The Group’s exposure to foreign currency (a currency which is other than the currency of the Company) risk, based on carrying amounts as at the end of the reporting period was:

Denominated in

Group

2014 Trade receivables 413,078 647,173 -- -- Other receivables 1,701 -- 815 -- Cash and cash equivalents 3,584,919 9,115,584 588,908 -- Trade payables (3,598,147) -- -- (3,227,872) Other payables -- (61,304) -- -- Trust receipts (4,760,138) -- -- --

Net exposure (4,358,587) 9,701,453 589,723 (3,227,872)

2013 Trade receivables 2,312,864 477,952 -- -- Other receivables -- -- 7,553 -- Cash and cash equivalents 9,260,445 10,923,370 -- -- Trade payables (82,045) (1,967) -- (7,080,712) Other payables -- (411,419) -- -- Trust receipts (3,950,182) -- -- --

Net exposure 7,541,082 10,987,936 7,553 (7,080,712)

Currency risk sensitivity analysis

A 10% (2013: 10%) strengthening of the Ringgit Malaysia (“RM”) against the following currencies at the end of the reporting period would have increased/(decreased) equity and post-tax profit or loss by the amounts shown below. This analysis is based on foreign currency exchange rate variances that the Group considered to be reasonably possible at the end of the reporting period. This analysis assumes that all other variables, in particular interest rates, remained constant and ignores any impact of forecasted sales and purchases.

Denominated in

Group

2014 Profit or (loss) 326,984 (727,609) (44,229) 242,090

2013 Profit or (loss) (565,581) (824,095) (566) 531,053

A 10% (2013: 10%) weakening of Ringgit Malaysia against the above currencies at the end of the reporting period would have had equal but opposite effect on the above currencies to the amounts shown above, on the basis that all other variables remained constant.

USD SGD Rupiah EUR RM RM RM RM

USD SGD Rupiah EUR RM RM RM RM



79

20. Financial instruments (continued)20.6 Currency risk (continued)

Interest rate risk

The Group’s and the Company’s exposed to changes in interest rates relate primarily to short term deposits and borrowings.

There is no formal hedging policy with respect to interest rate exposure. Exposure to interest rate risk is monitored on an ongoing basis and the Group and the Company endeavour to keep the exposure to an acceptable level.

Exposure to interest rate risk

The interest rate profile of the Group’s and the Company’s significant interest-bearing financial instruments, based on carrying amounts as at the end of the reporting period was:

Fixed rate instruments Financial assets 45,357,946 42,930,636 19,735,374 17,267,032 Financial liabilities (5,034,906) (4,401,896) -- --

40,323,040 38,528,740 19,735,374 17,267,032

Floating rate instruments Financial liabilities -- (197,291) -- --

Interest rate risk sensitivity analysis

(a) Fair value sensitivity analysis for fixed rate instruments

The Group and Company does not account for any fixed rate financial assets and liabilities at fair value through profit or loss, and the Group and the Company does not designate derivatives as hedging instruments under a fair value hedge accounting model. Therefore, a change in interest rates at the end of the reporting period would not affect profit or loss.

(b) Cash flow sensitivity analysis for variable rate instruments

A change of 100 basis points (“bp”) in interest rates at the end of the reporting period would have increased (decreased) equity and post-tax profit or loss by the amounts shown below. This analysis is based on foreign currency exchange rate variances that the Group considered to be reasonably possible at the end of the reporting period. This analysis assumes that all other variables, in particular foreign currency rates, remained constant.

2013 Floating rate instruments (1,480) 1,480


Profit or loss 100 bp 100 bp increase decrease RM RM



80

20. Financial instruments (continued)20.7 Fair value information

The carrying amounts of cash and cash equivalents, short term receivables and payables and short term borrowings approximate fair values due to the relatively short term nature of these financial instruments.

Fair value of finance lease liabilities is not disclosed since it is not significant to the financial statements.

21. Capital management

The primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximise shareholder value.

The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the years ended 31 March 2014 and 31 March 2013.

Under the requirement of Bursa Malaysia Practice Note No. 17/2005, the Company is required to maintain a consolidated shareholders’ equity equal to or not less than the 25 percent of the issued and paid-up capital (excluding treasury shares) and such shareholders’ equity is not less than RM40 million. The Company has complied with this requirement.

22. Capital commitments

Property, plant and equipment Contracted but not provided for 1,706,410 864,588

23. Related parties

Identity of related parties

For the purposes of these financial statements, parties are considered to be related to the Group if the Group or the Company has the ability, directly or indirectly, to control or jointly control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group or the Company and the party are subject to common control. Related parties may be individuals or other entities.

Related parties also include key management personnel defined as those persons having authority and responsibility for planning, directing and controlling the activities of the Group either directly or indirectly. Key management personnel includes all the Directors of the Group, and certain members of senior management of the Group.

The Group has related party relationship with its holding company, significant investors, subsidiaries and key management personnel.




81

23. Related parties (continued)

Significant related party transactions

The significant related party transactions of the Group and the Company are shown below.

A. Subsidiaries

Dividend income -- -- 8,067,250 4,230,000 Management fee -- -- 420,000 540,000

B. Rental payable to Mr. Kuan Hai Ngon, Mdm. Tan Sui Moi and Mr. Tan Siew Kim 109,200 109,200 -- --

C. Companies in which the spouse of Mdm. Tan Seok Kim, an Executive Director of the Company has substantial financial interest

Purchases of printing block 172,378 210,591 -- --

D. Company in which a corporate shareholder of a subsidiary has substantial financial interest

Sale of paper bags 25,560,125 26,954,568 -- -- Rental payable 72,000 72,000 -- --

E. Companies in which a close family member of a certain Directors of the Company have substantial financial interest

Purchase of finished goods 441,296 440,213 -- -- Sales of finished goods 190,712 110,554 -- -- Services rendered 524,862 533,481 -- --




82

24. Supplementary financial information on the breakdown of realised and unrealised profits or losses

The breakdown of the retained earnings of the Group and of the Company as at 31 March, into realised and unrealised profits, pursuant to Paragraphs 2.06 and 2.23 of Bursa Malaysia Main Market Listing Requirements, are as follows:

Total retained earnings of the Company and its subsidiaries:

- realised 121,601,923 106,032,013 6,282,723 3,892,331 - unrealised (1,481,239) (2,085,137) -- --

120,120,684 103,946,876 6,282,723 3,892,331

Less: Consolidation adjustments (17,488,654) (12,839,029) -- --

Total retained earnings 102,632,030 91,107,847 6,282,723 3,892,331

The determination of realised and unrealised profits is based on the Guidance of Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosures Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, issued by the Malaysian Institute of Accountants on 20 December 2010.



83

LIST OF PROPERTIESA

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ANALYSIS OF SHAREHOLDINGS

84

SHARE CAPITAL AS AT 25 JULY 2014 Authorised capital : RM100,000,000 divided into 200,000,000 ordinary shares of RM0.50 eachIssued and paid up capital : RM60,000,000 divided into 120,000,000 ordinary shares of RM0.50 eachClass of shares : Ordinary shares of RM0.50 eachVoting rights : One (1) vote per ordinary share

DISTRIBUTION OF SHAREHOLDERS ACCORDING TO STATISTICAL SUMMARY OF THE RECORD OF DEPOSITORS AS AT 25 JULY 2014

0.0003 0.0800 4.1064 10.1105 28.4497 57.2531 100.0000

LIST OF 30 LARGEST SHAREHOLDERS ACCORDING TO THE RECORD OF DEPOSITORS AS AT 25 JULY 2014

34896,006

4,927,60012,132,65034,139,63068,703,766

120,000,000

Less than 100 shares100 to 1,000 shares1,001 to 10,000 shares10,001 to 100,000 shares100,001 to less than 5% of issued shares5% and above of issued sharesTOTAL

No. ofshareholders

9254887374682

1,594

60,660,7008,043,0665,957,1002,953,1002,619,900

1,700,0001,190,7001,090,000

932,000903,300870,000797,000

700,000

597,500595,900

C B EQUITIES SDN. BHD.TAN SEW KEEVERTICAL EXCEL SDN BHDLIM CHO HOONTAN SIEW KIMKENANGA NOMINEES (TEMPATAN) SDN BHDPLEDGED SECURITIES ACCOUNT FOR GAN SEM YAMYENG SEE KIMTAN SUI MOILIM SEN OONERADAMAI RESOURCES SDN. BHD.LOW WU SIRWONG WAI LUMCIMSEC NOMINEES (TEMPATAN) SDN BHDCIMB BANK FOR KOH KIN LIPCIMSEC NOMINEES (TEMPATAN) SDN BHDCIMB BANK FOR RICKOH CORPORATION SDN. BHD.KOH MOI LENG

50.55066.70264.96432.46092.1833

1.41670.99230.90830.77670.75280.72500.6642

0.5833

0.49790.4966

123456

789

10111213

14

15

No. Name of shareholders No. of shares % held

Size of shareholdings No. of shares % held


85


SUBSTANTIAL SHAREHOLDERS AS AT 25 JULY 2014(As per Register of Substantial Shareholders)

1 C B EQUITIES SDN. BHD. 60,660,700 50.55 - - 2 KUAN HAI NGON - - 60,660,700 * 50.55 3 DATUK TAN BOON LENG 50,000 0.04 60,660,700 * 50.55 4 TAN SEOK KIM (F) 349,500 0.29 60,660,700 * 50.55 5 TAN SIEW KIM 2,619,900 2.18 60,660,700 * 50.55 6 TAN SUI MOI (F) 1,639,000 1.37 60,660,700 * 50.55 7 TAN SEW KEE 8,043,066 6.70 - -

* Deemed interested in shares held by C B Equities Sdn. Bhd. by virtue of Section 6A of the Companies Act, 1965

No. Name of shareholders No. of shares % held

No. of shares held No. Name of shareholders Direct % Deemed % Interest Interest

554,600549,000

525,800

525,500415,000403,000

388,300

380,500378,000

360,000

355,000349,500343,100332,800318,210

95,788,576

TA NOMINEES (TEMPATAN) SDN BHDPLEDGED SECURITIES ACCOUNT FOR LIM SAI MOOITAN SUI MOIDB (MALSYSIA) NOMINEE (ASING) SDN BHDDEUTSCHE BANK AG SINGAPORE FOR BRITISH AND MALAYAN TRUSTEES LIMITED (YEOMAN 3-RIGHTS)HSBC NOMINEES (ASING) SDN BHDEXEMPT AN FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HBAP-SGDIV-ACCL)GOH SOON ANHO KIM LANHSBC NOMINEES (ASING) SDN BHDEXEMPT AN FOR CREDIT SUISSE (SG BR-TST-ASING)MALACCA EQUITY NOMINEES (TEMPATAN) SDN BHDEXEMPT AN FOR PHILLIP CAPITAL MANAGEMENT SDN BHD (EPF)TAN JIN TUANCIMSEC NOMINEES (TEMPATAN) SDN BHDCIMB BANK FOR SON TONG LEONGCIMSEC NOMINEES (TEMPATAN) SDN BHDCIMB BANK FOR SOON SEONG KEATTAN SEOK KIMYENG CHENG WAHCHAI CHOO HIANGHO SAW LEONG

0.46220.4575

0.4382

0.43790.34580.3358

0.3236

0.31710.3150

0.3000

0.29580.29130.28590.28850.2652

79.8241

16

1718

19

202122

23

2425

26

27282930

TOTAL


86


DIRECTORS’ SHAREHOLDINGS AS AT 25 JULY 2014(As per Register of Directors' Shareholding)

1 LAI POH FYE 2 LIM KAI SIANG 3 YOONG HOW KIAT 4 TAN SEW KEE 5 KUAN HAI NGON 6 DATUK TAN BOON LENG 7 TAN SEOK KIM (F) 8 TAN SIEW KIM 9 TAN SUI MOI (F)

* Deemed interested in shares held by C B Equities Sdn. Bhd. by virtue of Section 6A of the Companies Act, 1965

# Deemed interested in shares by virtue of interest held by spouse.

Interest In Related Corporations

- Ordinary shares of RM1.00 each in C B Equities Sdn. Bhd., the ultimate holding company.

1 TAN SIEW KIM 2 TAN SUI MOI (F) 3 TAN SEOK KIM (F) 4 DATUK TAN BOON LENG 5 KUAN HAI NGON

# Deemed interested in shares by virtue of interest held by spouse.

- Ordinary shares of RM1.00 each in Ready Chemical (M) Sdn. Bhd, a subsidiary company:-

1 KUAN HAI NGON

** Held in trust for Multiview Enterprises Sdn. Bhd.

No. of shares held No. Name of Directors Direct % Deemed % Interest Interest

No. of shares held in Century Bond Bhd. No. Name of Directors Direct % Deemed % Interest Interest

No. of shares held No. Name of Directors Direct % Deemed % Interest Interest

---

8,043,066-

50,000349,500

2,619,9001,639,000

---

6.70-

0.040.292.181.37

----

60,660,700 *332,800 #

60,660,700 *60,660,700 *60,660,700 *60,660,700 *

----

50.550.27

50.5550.5550.5550.55

9,5593,7721,6302,6031,366

47.7718.858.15

13.016.83

-1,080 #

---

-5.39

---

10,000 ** 1.67 - -

I/We (Nric No. )of (full address) a member / members of CENTURY BOND BHD. hereby appoint (Nric No. ) of (full address) orfailing him, (Nric No. )of (full address) as *my/our proxy to vote for *me/us and on *my/our behalf at the 22nd Annual General Meeting of theCompany to be held on Friday, the 26th day of September, 2014 at 11.00 am and at any adjournment thereofto vote as indicated below in respect of the following Resolutions:-ORDINARY BUSINESS FOR AGAINSTOrdinary Resolution 1 Receive the Audited Financial Statements Ordinary Resolution 2 Approval of final dividendOrdinary Resolution 3 Re-election of Mr Lim Kai SiangOrdinary Resolution 4 Re-election of Madam Tan Sui MoiOrdinary Resolution 5 Re-election of Madam Tan Seok KimOrdinary Resolution 6 Re-appointment of AuditorsSPECIAL BUSINESSOrdinary Resolution 7 Approval of Directors' feesOrdinary Resolution 8 Retention of Mr Lai Poh Fye as an Independent DirectorOrdinary Resolution 9 Re-appointment of Mr Tan Sew Kee

(Please indicate with an "X" in the space provided above on how you wish your vote to be cast. If you do not do so, the proxy will vote or abstain from voting at his discretion.

Dated this ______ day of __________________ 2014

No. of shares held : …………………………………………… Signature of member/s

NOTES :(i) A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy may but need not be a member of the Company and need not be an advocate, an approved company auditor or a person approved by the Registrar of Companies. Notwithstanding this, a member entitled to attend and vote at the Meeting is entitled to appoint any person as his proxy to attend and vote instead of him at the Meeting. There shall be no restriction as to the qualification of the proxy. A proxy appointed to attend and vote at the Meeting shall have the same rights as the member to speak at the Meeting.

(ii) A member shall be entitled to appoint up to two (2) proxies only to attend and vote at the same meeting and where a member appoints more than one proxy, the appointments shall be invalid unless he specifies the proportions of his holding to be represented by each proxy.

(iii) Where a member is an Authorised Nominee as defined under the Securities Industry (Central Depositories) Act 1991, he may appoint at least one (1) proxy in respect of each Securities Account he holds with ordinary shares of the Company standing to the credit of the said Securities Account. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibus account”) there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.

(iv) The instrument appointing a proxy shall be in writing in the common form or any form approved by the Directors under the hand of the appointor or his attorney duly authorised in writing.

(v) The instrument appointing a proxy, together with the power of attorney (if any) under which it is signed or a certified copy thereof, shall be deposited at the Registered Office of the Company situated at Suite 5.11 & 5.12, 5th Floor, Menara TJB, No. 9, Jalan Syed Mohd. Mufti, 80000 Johor Bahru, Johor at least forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in such instrument proposes to vote.

(vi) In respect of deposited securities, only members whose names appear on the Record of Depositors on 19 September 2014, shall be eligible to attend the meeting or appoint proxy(ies) to attend and/or vote on his behalf.

CENTURY BOND BHD.(Company No. 228669-V)(Incorporated in Malaysia)

P R O X Y F O R M

Annual Report 2014

Documents

mr lim kai siang resolution

mr lim kai siang member

madam tan seok kim resolution

madam tan sui moi resolution

respect resolution

financial year

mr lai poh fye member

johor darul takzim