TURIYA BERHAD - MalaysiaStock.Biz

TURIYA BERHADSuite 7.3, 7th Floor, Wisma Chase Perdana, Changkat Semantan

Damansara Heights, 50490 Kuala Lumpur, MalaysiaTel: 03-2718 3800 Fax: 03-2732 7150 Website: www.turiya.com.my

(55576-A)

TUR

IYA BER

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DA

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UA

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RT 2015

(55576-A)

TURIYA beRhAd (55576-A)AnnuAl RepoRt 2015 �

ConTenTs2457

101117233637

40163164165169170173

Corporate profileCorporate StructureFive-Year Financial HighlightsChairman’s StatementCorporate InformationDirectors’ profileAudit Committee ReportStatement on Corporate GovernanceStatement on Directors’ ResponsibilityStatement on Risk Management and Internal ControlFinancial Statementslist of propertieslocation of operationsAnalysis of Shareholdingsother Informationnotice of the Annual General MeetingStatement Accompanying notice of Annual General Meetingproxy Form

� TURIYA beRhAd (55576-A)AnnuAl RepoRt 2015

CoRpoRATe pRofIle

TURIYA beRhAd (“turiya” and/or the “Company”) (www.turiya.com.my) has a history that dates back to 1961 when it was established as a private limited company known as Sitt tatt Sdn Bhd. After more than 20 years of growth and expansion, tuRIYA was listed on the Main Board of Bursa Malaysia Securities Berhad on 19 october 1984. As at 31 March 2015, tuRIYA has an authorized share capital of RM500 million and an issued and paid up share capital of RM228.7 million.

From its beginning as a company dealing in commodities, building materials, engine lubricants and forwarding services, tuRIYA started its growth strategy by expanding into industrial gases in 1974 via a joint venture with Air products & Chemicals, Inc uSA (which was subsequently disposed in January 2007). thereafter, the Company ventured into industrial chemicals, label printing and welding electrodes.

In 2003, tuRIYA diversified its business further into the semiconductor plating services, specialty chemical manufacturing for electroplating process and production of electroplating equipments through the acquisition of three Singapore companies, namely pyramid Manufacturing Industries pte ltd (“pyramid”), CeM Machinery pte ltd (which was disposed on 1 october 2014) and pMI plating Services pte ltd (which was dissolved on 10 March 2011).

Wisma Chase Perdana


CoRpoRATe pRofIle(ConT’d)

pyramid (www.cempyramid.com) is principally involved in the manufacturing, distribution, research and development of specialty chemical products for the electroplating processes in the semiconductor industry. these products have wide applications in the semiconductor and electroplating industry whilst pyramid’s propriety electroplating process serves many leading customers in the semiconductor, electronics and automotive sectors. pyramid is continuously exploring its Research and Development activities in the semiconductor chemical solutions and offers various solutions for specific customer requests. While electroplating remains as its core business, pyramid is continues to serve both in upstream and downstream activities as well as other industries where it shares common applications. pyramid’s capability in formulating the chemistry according to customer requirements is one of its key competencies.

In 2005, CeM’s wholly owned subsidiary, Wuxi CeM electronics equipment Co. ltd., commenced its operations to serve a niche semiconductor market in China. It has discontinued its operations since end of March 2015.

Due to the cyclical nature and uncertainty in the semiconductor business, the Company diversified its earnings base into property investment. In 2009, the Company completed its acquisition of Wisma Chase perdana (WCp). WCp is an office building strategically located next to Gate 2 , Istana negara in Damansara Heights, Kuala lumpur totaling 245,238 square feet and currently 98% tenanted. It is also in the proximity of the new pusat Bandar Damansara MRt station which is nearing completion. this building provides the Company a long term sustainable rental income. In addition, this investment has resulted in capital appreciation of the property.

Moving forward, tuRIYA will seek to diversify its business into other profitable growth sectors. this will provide the Company a sound base to generate a robust yet sustainable earning in the future.

Factory of Pyramid Manufacturing IndustriesPte. Ltd.

Factory/Corporate Office of Wuxi CEM Electronics Equipment Co., Ltd, P.R. China


CoRpoRATe sTRUCTURe


fIve-YeAR fInAnCIAl hIghlIghTs

financial Year ended 31 March(RM’000) 2015 2014 2013 2012 2011

Note: # As restated.

turnover – Continuing operations 26,819 32,219 34,784 35,983 39,844– Discontinued operations - - - - -

profit/(loss) for the financial year attributable to:equity holders of the Company 1,230 Minority interest 51

paid-up Capital 228,728 228,728 228,728 228,728 228,728

total tangible Assets 184,666 189,254 198,782 210,733 218,132

Shareholders’ Fund 126,800 125,161 152,683 166,119 175,778

earnings/(loss) per Share (sen) 0.54 (11.84)

net Assets per ordinary Share Attributable to equity Holders of the Company (sen) 55 55 67 73 77

net tangible Assets per Share (sen) 54 53 53 56 61

(27,087) (15,567) (20,431) (157) (316) (1,120) (686) (166)

(6.81) (8.93) (0.07)

#


fIve-YeAR fInAnCIAl hIghlIghTs (ConT’d)


on behalf of the board of directors, I present the Annual Report together with the Audited financial statements of Turiya berhad (“Turiya” or “the Company”) and its group of Companies for the financial year ended 31 March 2015.

bUsIness oveRvIeW

the global economy expanded at a moderate pace in 2014, with uneven growth across and within regions. As the year progressed, downside risks to global growth re-emerged as a consequence of geopolitical developments in eastern europe and the Middle east, weaker than expected economic activity in several major economies, and rising concerns over the growth prospects of a number of commodity-producing emerging economies amid the significant decline in energy prices in the latter part of 2014. the revenue of the Company was not spared by these developments.

However the Groups’ sustained effort in ensuring operational efficiencies brought positive earnings for the financial year. the Group will continue to strive towards better results moving forward while aiming to diversify its revenue stream.

ChAIRMAn’s sTATeMenT


ChAIRMAn’s sTATeMenT (ConT’d)

For the Financial Year under review:

the Group recorded a revenue of RM26.82 million for the financial year ended 31 March 2015 as compared to RM32.22 million recorded in the preceding financial year. this represents a decline of RM5.4 million or 16.76% which was mainly due to lower sales as a result of the disposal of CeM Machinery pte ltd, an indirect wholly-owned subsidiary of turiya in the semiconductor segment.

Revenue in the investment property has improved mainly due to higher occupancy rate and increase in rental rates.

the decline in the health care sector is due to the cessation of a management contract while operation is under review.

the Group experienced a gain of RM0.91 million as compared to a loss of RM28.21 million reported in the preceding financial year. For the first time the Group saw a positive operational result since year 2007. Years of consolidation of the business with a continuous review of operational efficiencies has placed the Group on the right path to a positive growth.

dIvIdend

the Board of Directors does not recommend payment of any dividend for the current financial year.

sIgnIfICAnT CoRpoRATe eXeRCIses

the following significant corporate exercise and event took place during the financial year.

(i) on 1 october 2014, turiya had announced that turiya technologies pte ltd, a wholly- owned subsidiary of the Company has disposed of its entire issued and paid-up share capital in its wholly-owned subsidiary, CeM Machinery pte ltd (“CeM”) to Mr R. Kalaichelvan for a nominal consideration of Singapore Dollar two (SGD 2.00). the disposal is in line with the strategic direction of the Group to cut loss making operations in order to focus on businesses and ventures which are viable and profitable in the mid to long term.

fInAnCIAl oveRvIeW

2015 2014 Changes RM Million RM Million %

total Revenue 26.82 32.22 (16.76)

profit/(loss) for the Financial Year 0.91 (28.21) 103.23


ChAIRMAn’s sTATeMenT (ConT’d)

fUTURe pRospeCTs

the World Semiconductor trade Statistics forecasts a continued growth in the world semiconductor market in year 2015 to increase by 3.3% as compared with 2014. the management will remain focused on operational efficiency and effective cost management to maintain the Group’s competitive edge in the semiconductor industry.

While committed to improving its revenue and market share from the cyclical nature of semiconductor industry, the Group will also continue to seek alternative sources of revenue streams with particular emphasis on businesses with strong growth prospect and sustainability.

CoRpoRATe soCIAl ResponsIbIlITY

Corporate social responsibility being an intrinsic value upheld by responsible corporate citizens and corporation, the Group endeavours to reach out to the underprivileged society by way of contributions through non-profit non-governmental organizations. the Group also continues to demonstrate its emphasis on environmental conservation, improving air quality and reducing waste in its business.

CoRpoRATe goveRnAnCe

In line with good corporate governance principles and practices, the Board of Directors will continue to enhance its role by upholding its business accountability, transparency and responsibility to safeguard the interest of all investors and preserve shareholders value.

ACKnoWledgeMenTs

on behalf of the Board of Directors, I wish to acknowledge the resignation of Mr tawfeeq Mohamed Mohamed Rafeea Bastaki from the Board during the year and wish to express our thanks for his contribution to the Group during his tenure as Independent non-executive Director.

I would also like to welcome Mr. Ravindra Anant Khot to the Board and look forward to his contribution to the Group.

on behalf of the Board of Directors, I wish to record my appreciation and gratitude to the regulatory bodies, our valued customers, suppliers, bankers, business associates and especially our shareholders for their continuing support and confidence in the Group.

I would also like to express my sincere appreciation to my fellow colleagues on the Board, the management team and staff for their dedication to the Group.

TAn sRI dATUK dR. MohAn sWAMI, J.P. executive Chairman

�0 TURIYA beRhAd (55576-A)AnnuAl RepoRt 2015

CoRpoRATe InfoRMATIon

boARd of dIReCToRs• Executive Chairman Tan sri datuk dr. Mohan swami, J.P.

• Independent Non-Executive Directors hj. Jalalullail bin othman @ osman Mr. Jayapalasingam Kandiah Mr. Khaled Yusuf Abdulla AbdulKarim Janahi Mr. Ravindra Anant Khot (appointed on 24 November 2014) Mr. Tawfeeq Mohamed Mohamed Rafeea bastaki (resigned on 24 November 2014)

• Non-Independent Non-Executive Director Ms. gomathi @ Usha nathan A. vaidyanathan

eXeCUTIve CoMMITTee• Committee Members– tan Sri Datuk Dr. Mohan Swami, J.P. (Chairman)– Hj. Jalalullail Bin othman @ osman

AUdIT CoMMITTee• Committee Members– Mr. Jayapalasingam Kandiah (Chairman)– Ms. Gomathi @ usha nathan A. Vaidyanathan– Hj. Jalalullail Bin othman @ osman – Mr. tawfeeq Mohamed Mohamed Rafeea Bastaki (resigned on 24 November 2014)– Mr. Ravindra Anant Khot (appointed on 24 November 2014)

noMInATIon CoMMITTee• Committee Members– Hj. Jalalullail Bin othman @ osman (Chairman) – Ms. Gomathi @ usha nathan A. Vaidyanathan– Mr. Jayapalasingam Kandiah

ReMUneRATIon CoMMITTee• Committee Members– Ms. Gomathi @ usha nathan A. Vaidyanathan (Chairman)– tan Sri Datuk Dr. Mohan Swami, J.P.– Hj. Jalalullail Bin othman @ osman

InvesTMenT CoMMITTee• Committee Members– Hj. Jalalullail Bin othman @ osman (Chairman) – tan Sri Datuk Dr. Mohan Swami, J.P.

RIsK MAnAgeMenT CoMMITTee• Committee Members– Hj. Jalalullail Bin othman @ osman (Chairman) – Ms. Gomathi @ usha nathan A. Vaidyanathan– Mr. Jayapalasingam Kandiah

CoMpAnY seCReTARY• Ms. Wong Youn Kim (MAICSA 7018778)

AUdIToRs• baker Tilly AC (AF 001826) Chartered Accountants Baker tilly MH tower level 10, tower 1, Avenue 5 Bangsar South City 59200 Kuala lumpur telephone : 03-2297 1000 Facsimile : 03-2282 9980

RegIsTeRed offICe• Suite 7.3, 7th Floor Wisma Chase perdana Changkat Semantan Damansara Heights 50490 Kuala lumpur telephone : 03-2718 3800 Facsimile : 03-2094 1073

pRInCIpAl plACe of bUsInesses• Malaysia Turiya berhad Suite 7.3, 7th Floor Wisma Chase perdana Changkat Semantan Damansara Heights 50490 Kuala lumpur telephone : 03-2718 3800 Facsimile : 03-2732 7150

• singapore Turiya Technologies pte. ltd. no. 87, tuas Avenue 1 Singapore 639519. telephone : 65-6862 1900 Facsimile : 65-6861 5418/ 65-6863 1733

• U.s.A. Amcare labs International Inc. u. Amcare labs International c/o BusinessSuites Harborplace 111 S. Calvert St. Suite 2700 Box 672, Baltimore, MD. 21202 telephone : 410-385 5200 Facsimile : 410-385 5201

shARe RegIsTRAR• symphony share Registrars sdn. bhd. level 6, Symphony House pusat Dagangan Dana 1 Jalan pJu 1A/46 47301 petaling Jaya Selangor Darul ehsan telephone : 03-7841 8000 Facsimile : 03-7841 8151/52

pRInCIpAl bAnKeRs• CIMB Bank Berhad• Bank Kerjasama Rakyat Malaysia Berhad• united overseas Bank ltd., Singapore• Bank of China, people’s Republic of China

sToCK eXChAnge lIsTInglisted on the Main Board of Bursa Malaysia Securities Berhad on19 october 1984.

Sector : Industrial productsStock name : tuRIYAStock code : 4359

TURIYA beRhAd (55576-A)AnnuAl RepoRt 2015 ��

dIReCToRs’ pRofIle

tan Sri Datuk Dr. Mohan Swami, J.p., a Malaysian, aged 64, was appointed to the Board of turiya Berhad (“turiya”) on 23 november 1994. He was subsequently appointed the executive Deputy Chairman of turiya on 2 April 1997. there were several re-designations until 25 August 2008 when he was appointed as the executive Chairman till to-date. He is also the Chairman of the executive Committee and a member of the Investment Committee and Remuneration Committee of turiya.

tan Sri Datuk Dr. Mohan Swami graduated in Medicine from Mysore university (India) and commenced his career in 1978 in Sabah, Malaysia. He became the Assistant Director of Medical Services in 1980 and later went on to establish the largest private group medical practice in Sabah.

Between 1996 and 2000, tan Sri Datuk Dr. Mohan Swami was actively involved in International Conferences and was a member of many overseas business delegations led by various government leaders and the prime Minister of Malaysia. He headed the Business Delegation of the G15 Conference in Harare, Zimbabwe in november 1996. He was appointed as the Honorary Consul for the Republic of Botswana in Malaysia in 1999, a position he holds till to-date. He was also a member of the national economic Consultative Council II (MApen II).

In 2011 perdana university, a public private partnership project was established through Academic Medical Centre Sdn Bhd and he serves as the Chairman of the Board of Governors.

tan Sri Datuk Dr. Mohan Swami was awarded the Brandlaureate, (the Brand Icon leadership Award) in 2011 and is recognised as one of Malaysia’s leading philanthropist (Forbes Asia, July 2012). In April 2013, he was appointed as the Chancellor of the Swami Rama Himalayan university in India.

He is also on the Board of epsom properties ltd (India), a company listed on the Bombay Stock exchange and Chennai Stock exchange.

He is deemed a major shareholder of the Company by virtue of his 100% equity interest held in empire Holdings ltd. He does not have any family relationship with any other director and/or major shareholder of the Company nor does he has any conflict of interest with the Company.

tan Sri Datuk Dr. Mohan Swami has not been convicted for any offence within the past 10 years.

TAn sRI dATUK dR. MohAn sWAMI, J.P.executive Chairman

�� TURIYA beRhAd (55576-A)AnnuAl RepoRt 2015

hJ. JAlAlUllAIl bIn oThMAn @ osMAnIndependent non-executive Director

dIReCToRs’ pRofIle (ConT’d)

Hj. Jalalullail Bin othman @ osman, a Malaysian, aged 48, was appointed to the Board of turiya as an Independent non-executive Director on 23 June 2008. He is the Chairman of the nomination Committee, Investment Committee and Risk Management Committee. He is also a member of the Audit Committee, Remuneration Committee and executive Committee of turiya.

He holds a Bachelor of law from Queen Mary & Westfield College, university of london and possesses the Certificate of legal practice.

He has over 23 years of experience in legal practice. He was admitted to the Malaysian Bar in 1992 and thereafter commenced his employment with Messrs. Shook lin & Bok. He was admitted as a partner of SlB in January 2001 and was subsequently made a Senior partner in January 2004.

presently, he is the Chairman of the banking and finance standing committee for ASIA lAW to promote and advance the banking and finance area of practice in the Asia pacific region, a member of the International Centre for excellence in Islamic Finance, an organization under the auspices of BnM and also a member of the technical and Issues Committee of the Malaysian Accounting Standards Board, an independent authority to develop and issue accounting and financial reporting standards in Malaysia. Furthermore, he is a member of the technical committee of the Malaysian Institute of Accountants and also a member of the Senate of perdana university.

Hj. Jalalullail is currently also an Independent non-executive Director of Deutsche trustees Malaysia Berhad.

He does not have any family relationship with any other director and/or any major shareholder of the Company nor does he has any conflict of interest with the Company.

He has not been convicted of any offence within the past 10 years.



Mr. Jayapalasingam Kandiah, a Malaysian, aged 67, was appointed to the Board of turiya as an Independent non-executive Director on 24 november 2011. He is a member of the nomination Committee and Risk Management Committee of the Company. on 20 February 2013, he was re-designated as the non-Independent non-executive Director of turiya. He was re-designated to the Board of turiya as an Independent non-executive Director on 19 May 2014. He is the Chairman of the Audit Committee and also a member of the nomination Committee and Risk Management Committee of the Company.

Mr. Jayapalasingam is a member of the Malaysian Institute of Certified public Accountants, Malaysian Institute of Accountants and holds a Bachelor of law Degree from university of london and possesses the Certificate of legal practice.

He has been in practice as a Chartered Accountant since 1975 and is currently a partner in noordin Jaafar Chartered Accountants, member firm of nexia International. He is currently the review partner overseeing transaction services including insolvencies, mergers and restructuring.



JAYApAlAsIngAM KAndIAhIndependent non-executive Director



Mr. Ravindra Anant Khot, an Indian, aged 52, was appointed to the Board of turiya Berhad as Independent non-executive Director on 24 november 2014. He holds a Bachelor of Commerce (Financial Accounting), university of Bombay, India and fellow Chartered Accountant from the Institute of Chartered Accountants of India. He is presently the Chief operating officer of Ithmaar Bank B.S.C with direct reporting to the Chief executive officer, he has more than 29 years of experience in banking and financial services industry. prior to joining Ithmaar Bank B.S.C. in June 2007, he has held several senior management positions as Vice president, Financial Administration in tAIB Bank BSC (c); Senior Manager of Financial Services in pricewaterhouseCoopers, principal Consultant in oracle Financial Services, Senior Vice president, Group Financial Controller in Bahrain Middle east Bank BSC (c). He started his professional career in 1986 with pricewaterhouseCoopers.

He serves as Director on the following companies:

• Board member of Solidarity Group Holdings BSC (c), Bahrain• Board member of Faisal private Bureau, Switzerland• Board member of Cityview Real estate Development BSC (c), Bahrain• Board member of Shamil Finance luxembourg, luxembourg• Board member of Chase perdana Sdn Bhd, Malaysia• Board member of empire Holdings limited, Seychelles



RAvIndRA AnAnT KhoTIndependent non-executive Director



Mr. Khaled Yusuf Abdulla Abdulkarim Janahi, a Bahraini, aged 57, was appointed to the Board of turiya Berhad as Independent non-executive Director on 27 June 2014. He holds a Bachelor of Science degree in Computer Science and Accountancy from the university of Manchester, uK and a Fellow of the Institute of Chartered Accountants in england and Wales. He has more than 27 years of working experience in banking sector. Currently he is the Group Chief executive of Dar Al-Maal Al-Islami trust (DMI trust, Chairman of Faisal private Bank (Switzerland, DMI Administrative Services, Islamic Investment Company of the Gulf (Bahamas) ltd., Solidarity Group, naseej and Ithmaar Development Company, Bahrain. He is also the Chairman of the executive Committee and member of the Board of Saudi takaful Company, Saudi Arabia. Also a member of the Board of Ithmaar Bank B.S.C.,Bahrain, Faisal Islamic Bank of egypt and Centre for International Business and Management (CIBAM) at the university of Cambridge.

He serves as Director of Ithmaar Bank B.S.C., Bahrain.



KhAled YUsUf AbdUllA AbdUlKARIM JAnAhI Independent non-executive Director



Ms. usha nathan, a Malaysian, aged 45, was appointed to the Board of turiya on 1 March 1999 as an Alternate Director and subsequently appointed as non-executive Director of the Company on 16 January 2001. thereafter on 13 July 2005, she was re-designated as an Independent non-executive Director of turiya. on 10 July 2014, she was re-designated as non-Independent non-executive Director of turiya. She is the Chairman of the Remuneration Committee and also a member of the Audit Committee, nomination Committee and Risk Management Committee of the Company.

She holds a Bachelors Degree in Business Administration from the International Islamic university, Malaysia.

She joined Chase perdana Sdn Bhd (“CpSB”), a sister company of turiya on 1 September 1994 in the Corporate Affairs & Business Development Department. prior to joining CpSB, she was attached to a pharmaceutical multinational company in the product Development Department.

She is currently also a non-executive Director of epsom properties limited, a company listed on Bombay Stock exchange and Chennai Stock exchange.

She does not have any family relationship with any other director and/or any major shareholder of the Company nor does she has any conflict of interest with the Company.

She has not been convicted for any offence within the past 10 years.

goMAThI @ UshA nAThAn A. vAIdYAnAThAnnon-Independent non-executive Director


AUdIT CoMMITTee RepoRT

TeRMs of RefeRenCe

obJeCTIves

the principal objective of the Audit Committee (or the “Committee”) is to assist the Board of Directors in the effective discharge of its responsibilities for corporate governance, financial reporting to shareholders and the public and to monitor the system of internal controls of the Company.

other objectives of the Audit Committee are to:

(a) provide greater emphasis on the audit function by increasing the objectivity and independence of the external and Internal Auditors and providing a forum for discussion that is independent of the Management;

(b) maintain through regularly scheduled meetings a direct line of communication between the Board and the external Auditors, Internal Auditors and financial management; and

(c) strengthen the role of non-executive Directors by improving their knowledge and understanding of the Company’s operation.

the Audit Committee will endeavor to adopt certain practices aimed at maintaining appropriate standards of responsibilities, integrity and accountability to all the Company’s shareholders

CoMposITIon

ChairmanMr. Jayapalasingam Kandiah Independent Non-Executive Director

Committee MembersHj. Jalalullail Bin othman @ osmanIndependent Non-Executive Director

Ms. Gomathi @ usha nathan A. VaidyanathanNon-Independent Non-Executive Director

Mr. tawfeeq Mohamed Mohamed BastakiIndependent Non-Executive Director (Resigned on 24 November 2014)

Mr. Ravindra Anant KhotIndependent Non-Executive Director (Appointed on 24 November 2014)


AUdIT CoMMITTee RepoRT (ConT’d)

MeMbeRshIp

the Audit Committee shall be appointed by the Directors among their number (pursuant to a resolution of the Board of Directors) which fulfils the following requirements:

(a) the Audit Committee must be composed of no fewer than three (3) members, where the majority of them should not be:

• executive Directors of the Company or any related corporation; or • Any person having a relationship which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the functions of the Audit Committee.

(b) all the committees members must be non-executive Directors, with majority of them being Independent Directors; and

(c) at least one (1) member of the Audit Committee:

• must be a member of the Malaysian Institute of Accountants (MIA); or • if he is not a member of MIA, he must has at least three (3) years’ working experience; and he must has passed the examination specified in part 1 of the 1st Schedule of the Accountant Act, 1967; or he must be a member of one of the association of accountants specified in part II of the 1st Schedule of the Accountant Act, 1967.

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

the members of the Audit Committee shall elect a Chairman from among their number who shall be an Independent Director.

In the event of any vacancy in the Audit Committee resulting in the non-compliance of items (a) to (c) above, the vacancy must be filled within three (3) months of that event.

the Board of Directors must review the term of office and performance of the Audit Committee and each of its members at least once every three (3) years to determine whether the Audit Committee and its members have carried out their duties in accordance with the terms of Reference.

fUnCTIons of The AUdIT CoMMITTee

the functions of the Audit Committee are as follows:

(a) review the following and report the same to the Board of Directors:

• with the external Auditors, the Audit plan; • with the external Auditors, their evaluation of the system of internal controls; • with the external Auditors, their Audit Report; • the assistance given by the Company’s employees to the external Auditors; and

TURIYA beRhAd (55576-A)AnnuAl RepoRt 2015 19

AUdIT commITTee RepoRT (conT’d)

FUncTIonS oF The AUdIT commITTee (cont’d)

• 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;

(b) to consider the appointment of external Auditors, the audit fee and any questions of resignation or dismissal;

(c) to discuss with external Auditors before the audit commences, the nature and scope of the audit, and ensure coordination where more than one audit firm is involved;

(d) to review the quarterly and year-end financial statements of the Company, focusing particularly on:

• any changes in accounting policies and practices; • significant adjustments arising from the audit; • review the reasons for the major fluctuations in financial statement balances for the current year compared to prior years; • review for any unusual circumstances or situations reflected in the financial statements, including identifying any marginal operations; • review the nature of any unusual or significant commitments or contingent liabilities; • review of any significant differences between the Annual Report and other reports, such as reports to the regulatory agencies; • review for any significant differences in format or disclosure from industry norms; • the going concern assumption; and • compliance with accounting standards and other legal requirements;

(e) to review the external Auditors’ Management letter and Management’s response;

(f) to consider the major findings of internal investigations, if any, and Management’s response; and

(g) to do the following where an internal audit function exists:

• review the adequacy of the scope, functions, competency and resources of the internal audit functions, and necessary authority to carry out its work; • review the internal audit programme and the results of the internal audit process and where necessary, ensure that appropriate action is taken on the recommendations of the internal audit function; • monitor the implementation of the audit recommendations to ensure that all the key risks and controls have been addressed; • review the outsourced internal Audit Department’s audit methodology in assessing and rating risks of auditable areas and to ensure that all high and critical risk areas are audited annually; • being informed of resignations of staff members and provide them the opportunity to submit reasons for resigning; and • performance appraisal of the Head of Internal Audit.


RIghTs of The AUdIT CoMMITTee

the Audit Committee shall, wherever necessary and reasonable for the Company to perform its duties, in accordance with a procedure to be determined by the Board of Directors and at the cost of the Company:

(a) have authority to investigate any matter within its terms of Reference;(b) have the resources which are required to perform its duties;(c) have full and unrestricted access to any information pertaining to the Company;(d) have direct communication channels with the external Auditors and person(s) carrying out the internal audit function or activity (if any);(e) be able to obtain independent professional or other advice;(f) be able to convene meetings with external Auditors, the Internal Auditors or both excluding the attendance of other directors and employees of the listed issuer whenever deemed necessary;(g) review the Company’s business ethics code, the method of monitoring compliance with the code and the disposition of reported exceptions; and(h) review policies to avoid conflicts of interest and review past or proposed transactions between the Company and members of Management.

InTeRnAl AUdIT fUnCTIon

(a) Company must establish an internal audit function which is independent of the activities it audits.

(b) Company must ensure its internal audit functions reports directly to the Audit Committee.

the costs incurred in discharging the internal audit function for the financial year ended 31 March 2015 amounted to RM75,537.00.

MeeTIngs And MInUTes the Committee shall meet as frequently as the Chairman shall decide in order to discharge its duties but not less than four (4) times a year.

In addition, the Chairman is required to call for a meeting of the Committee if requested to do so by any Committee members; any executive Director, or the Internal or external Auditors.

two (2) members of the Audit Committee shall constitute a quorum, of whom the majority are Independent Directors.

the Company Secretary shall serve as the Secretary of the Committee. the Secretary shall be responsible for keeping the minutes of meetings of the Committee, circulating them to the Committee members and other members of the Board of Directors and for following up outstanding matters.



MeeTIngs And MInUTes (cont’d) By invitation of the Audit Committee, the other Directors and/or employees of the Company are required to attend any particular Audit Committee meeting specific to relevant issues.

Representatives of the external Auditors are to be in attendance at meetings where matters relating to the audit of the statutory accounts and/or the external Auditors are to be discussed.

the Senior Management and/or other appropriate officers may be invited to attend, except for those portions of the meetings where their presence is considered inappropriate, as determined by the Committee Chairman.

AUdIT CoMMITTee MeeTIngs

there were five (5) Audit Committee meetings held during the financial year ended 31 March 2015 and the details of attendance are as set out below:

Audit Committee Member designation in the Company Attendance Mr. Jayapalasingam Kandiah Independent non-executive Director 5/5

Ms. Gomathi @ usha nathan non-Independent non-executive Director 5/5 A. Vaidyanathan

Hj. Jalalullail Bin othman Independent non-executive Director 5/5 @ osman

Mr. tawfeeq Mohamed Mohamed Independent non-executive Director 2/2 Rafeea Bastaki (Resigned on 24 November 2014) Mr. Ravindra Anant Khot Independent non-executive Director 1/1 (Appointed on 24 November 2014)




sUMMARY of ACTIvITIes of The AUdIT CoMMITTee

During the financial year, the main activities of the Committee included reviews of the quarterly results and the audited financial statements of the Group. the financial statements were reviewed in the presence of the external Auditors together with their report, comments and advice to ensure compliance with the applicable approved accounting standards and the provisions of the Companies Act, 1965.

All internal audit reports covering financial, operational audits and compliance audits and their findings were discussed at the Committee meetings. the Committee also reviewed and approved the annual internal audit plan, held prior discussions with the external Auditors before the commencement of the statutory audit and reviewed the external Auditors’ Management letter. the Audit Committee had also reviewed the terms of reference of the Audit Committee and recommended appropriate changes to the Board of Directors for approval following amendments to the Main Market listing Requirements of Bursa Malaysia Securities Berhad in relation thereto.

the Group outsoucred its Internal Audit Department functions which reports directly to the Committee. Its principal responsibility is to conduct periodic audits in order to review the Group’s internal control system and to assess the implementation of audit recommendations. the main objective of the internal audit activity is to provide reasonable assurance that the internal control system is operating satisfactorily to safeguard the Company’s assets and shareholders’ interests.

the outsourced internal audit activities are conducted by the lefis Consulting Sdn. Bhd. based on approved Audit plan and any ad-hoc assignments as requested by the Board or Management from time to time.

Major findings and concerns of the outsourced Internal Audit firm are documented in the audit reports, which are tabled and discussed at the Audit Committee meetings together with appropriate corrective measures that are to be taken by the Management. Follow-up audits are conducted to assess the implementation status of audit recommendations by management.

sTATeMenT bY AUdIT CoMMITTeeIn RelATIon To The eMploYees’ shARe sCheMe of The CoMpAnY

the Company has not implemented any employee share option scheme during the financial year ended 31 March 2015.


sTATeMenT on CoRpoRATe goveRnAnCe

The Group’s policy is to achieve high standards of business integrity in all its activities. This includes a commitment to comply with the highest standards of corporate governance throughout the Group.

the Board of Directors (the “Board”) of turiya Berhad has taken measures to ensure that the principles and recommendations of corporate governance as set out in the Malaysian Code on Corporate Governance 2012 (the “Code”) are consistently applied to the business operations of the Group to protect and enhance the shareholders’ value and promote the long term value of the Group. Where a specific recommendation has not been observed during the financial year under review, reasons for such non-observation are disclosed in this Statement.

the Board has approved and is pleased to make this statement, which sets out how the Group has applied the principles and recommendations articulated in the Code throughout the financial year ended 31 March 2015, unless otherwise specified.

1. Roles And ResponsIbIlITIes

1.1 board Responsibilities

the Board is responsible for determining the Company’s overall strategic directions as well as the development and control of the business operations of the Group, and ultimately the enhancement of long-term shareholders’ value. the Board has a schedule of matters reserved specifically for its decision which includes, among others, approval of annual and quarterly results, acquisitions and disposals as well as material agreements, major capital expenditures, annual budgets and strategic and business plans. to enhance accountability, the Board has established clear roles and responsibilities to be effective stewards and guardians of the Company, which are set out in the Board Charter uploaded in the Company’s website in line with the recommendation 1.7 of the Code.

the Group has established a framework to identify training plans for staff, based on competency profiling that is reviewed annually to continuously train and develop Management and staff to increase their levels of competency, skill, efficiency and productivity. the Board through its nomination Committee has issued a directive to the Senior Management to establish a succession-planning framework for the Board’s deliberation for an orderly succession of Senior Management. An Internal Audit function was formalized within the organization structure to assist the Board through the Audit Committee to provide assurance on the adequacy and integrity of the Group’s internal control systems and management information systems, including systems for compliance with applicable laws, rules, regulations, directives and guidelines. It shall also include identifying principal risks and implementing appropriate systems to manage those risks.


sTATeMenT on CoRpoRATe goveRnAnCe (ConT’d)

1. Roles And ResponsIbIlITIes (cont’d)

1.2 Clear Roles and Responsibilities

Responsibilities of the Board Committees

the Board has delegated specific responsibilities to six Board appointed Committees, namely executive Committee, Audit Committee, nomination Committee, Remuneration Committee, Investment Committee and Risk Management Committee, details of which are set out below. their respective scope of authorities and responsibilities are clearly defined in their terms of reference which have been approved by the Board.

a) executive Committee (“exco”)

the Board has set up an exco to assist the Board in the effective supervision and administration of the Group to expedite and enhance the effectiveness of the implementation of important decisions made in the best interest of the Company. the exco operates under a clearly defined terms of reference. the exco comprises of not less than (2) two members from the Board and (2) two members from the Management. the present members of exco are tan Sri Datuk Dr. Mohan Swami, J.p. and Hj. Jalalullail Bin othman @ osman (non-voting member). the exco oversees and monitors the operations and management of the Group and deals with a wide range of matters, including the review and evaluate any proposal for capital expenditure/acquisition/disposal of assets/investment. the exco reviews budgets and strategic plans arising out of ordinary course of business for recommendation to the Board.

b) nomination Committee

the nomination Committee comprises two (2) Independent non-executive Directors and one (1) non-Independent non-executive Director. this Committee is empowered to bring recommendations to the Board as to the appointment of any new executive or non-executive Director, provided that the Chairman of the nomination Committee, in developing such recommendations, consults all Directors and reflects that consultation in his recommendation brought before the Board.

the nomination Committee is chaired by Hj. Jalalullail Bin othman @ osman and its members are Mr. Jayapalasingam Kandiah and Ms. Gomathi @ usha nathan A. Vaidyanathan.

the nomination Committee has written terms of reference as follows:

• to recommend to the Board suitable candidates for Board appointments; • to recommend to the Board suitable members for appointments to Board Committees; • to review the required mix of skills, experiences and other qualities, including core competencies required of the Board from non-executive Directors; and




1.2 Clear Roles and Responsibilities (cont’d)

b) nomination Committee (cont’d)

• to assess the effectiveness of the Board as a whole, the Committees of the Board and the contributions of each individual Director; • to recommend to the Board the continuation of office of Independent Directors whose tenure as Independent Director has exceeded a cumulative term of nine (9) years; and • to facilitate relevant induction programmes for newly appointed Directors as well as continuing education programmes for existing Directors.

the nomination Committee also ensures that the Board has an appropriate balance of skills, experiences and other qualities, including core competencies that the executive or non-executive Directors should bring to the Board. For this purpose, the nomination Committee reviews the profile of the required skills and attributes of the Board members. this profile is used to assess the suitability of the candidacy of executive or non-executive Directors put forward by the Directors and/or outside consultants. As far as gender diversity is concerned, the Board does not have a specific policy on setting targets for women candidates. the evaluation of suitability of candidates is based on candidates’ competency, time commitment, character, integrity, contribution and performance.

the Board, through the nomination Committee, conducts an annual self-evaluation on its effectiveness as a whole, each individual Director and the different committees established by the Board. In relation to the year under review, the Board save for the interested Directors, is of the opinion that Hj. Jalalullail Bin othman @ osman, Ms. Gomathi @ usha nathan A. Vaidyanathan and Mr. Ravindra Anant Khot, the Directors who are seeking re-election at the forthcoming Annual General Meeting, have continued to give effective counsel and commitment to the Group and thus accordingly recommends their re-election at the forthcoming Annual General Meeting in August 2015.

throughout the Directors’ tenure in office, they are kept updated by the management on the Group’s business, the competitive and regulatory environments in which it operates and other changes. the Directors are advised of their legal and other obligations as a Director of a listed company, both in writing and face-to-face meetings with the Group’s Company Secretary upon their appointment to the Board. they are reminded of these obligations each year and are encouraged to attend training courses at the Company’s expense.




c) Remuneration Committee

the Remuneration Committee comprises one (1) Independent non-executive Director, one (1) non-Independent non-executive Director and one (1) executive Director. the Remuneration Committee’s principal objective is to develop, review and recommend to the Board fair remuneration packages inclusive of the annual salaries, incentive arrangements, service arrangements and other employment conditions for the executive Directors. Information prepared by independent consultants and appropriate survey data on the remuneration practices of comparable companies are taken into consideration.

the Remuneration Committee is chaired by Ms. Gomathi @ usha nathan A. Vaidyanathan and its members are Hj. Jalalullail Bin othman @ osman and tan Sri Datuk Dr. Mohan Swami, J.p.

the Remuneration Committee has written terms of reference as follows:

• Setting up of the policy framework on the remuneration packages and benefits for executive Directors in line with current trends in the industry; and • to review the annual remuneration packages of each individual executive Director so as to attract and retain competent executives who can add value to the Company.

the executive Director will not be present when matters affecting his own remuneration arrangements are being considered. the determination of remuneration packages of non-executive Directors, shall be a matter for the Board collectively. the individuals concerned shall abstain from discussion of their own remuneration.

d) Audit Committee

the composition and functions of the Audit Committee are set out in the Audit Committee Report of this Annual Report.

e) Investment Committee

the Investment Committee consists of two (2) members comprising an executive Director and an Independent non-executive Director. presently, the Committee is chaired by Hj. Jalalullail Bin othman @ osman and the other member is tan Sri Datuk Dr. Mohan Swami, J.p.

the function of the Committee is to review and appraise investment proposals of the Group and assess their viability before recommending to the Board for approval.





f) Risk Management Committee

the Risk Management Committee consists of three (3) members comprising two (2) Independent non-executive Directors and one (1) non-Independent non-executive Director. presently, the Committee is chaired by Hj. Jalalullail Bin othman @ osman and its members are Mr. Jayapalasingam Kandiah and Ms. Gomathi @ usha nathan A. Vaidyanathan. the Committee is responsible for identifying and evaluating the principal risks through formalized strategies and appropriate risk management policies and procedures.

1.3 promoting ethical standards

the Board has formalized a Directors’ Code of ethics, setting out the standards of conduct expected from the Directors. Basically Directors of a Company shall at all times act in good faith and in the best interest of the Company as stipulated in Section 132 of the Companies Act, 1965 (the “Act”) and shall observe the following Directors’ Code of ethics:

a) observe High standards of corporate governance outlined in the Code, Main Market listing Requirements (“listing Requirements”) of Bursa Malaysia Securities Berhad (“Bursa Malaysia”), the Act and the Capital Market Services Act, 2007;

b) not to misuse information gained in the course of their duties for personal gain or any other purpose and not to promote private interests or those related/connected persons, firms, businesses or other organization;

c) Directors shall adhere to the regulatory requirements on trading in the Company’s shares and insider trading.

1.4 promoting sustainability

the Board is responsible to ensure that the Group’s strategies promote sustainability and the impact on the environmental, social and governance aspects are taken into consideration in conducting the Group’s business.

Mindful of the need to be socially responsible, the Group has always reached out to the under-privileged through provision of financial assistance via various non-profit non- governmental organizations.




1.5 Access to Information and Advice

1.5.1 supply of Information

each Board member receives regular reports, including a comprehensive review and analysis of the Group’s performance. the Board meeting agenda and a full set of Board papers for each agenda item to be discussed are made available to the Directors prior to the meeting. they will be circulated in sufficient time to enable the Directors to obtain further explanations, where necessary, in order to be briefed properly before the meeting.

Guidelines are in place in terms of content, presentation and delivery of Board papers for each Board meeting, so as to provide the Directors with sufficient information to make informed decisions. the Board has unrestricted access to all information within the Company, whether collectively or individually, in furtherance of their duties.

the Board is accorded the absolute right to consult experts or obtain external assistance for independent professional advice, where necessary, and all such expenses shall be borne by the Company.

the Directors also have access to the advice and services of the Group’s Company Secretary who is responsible for ensuring that Board procedures are followed.

1.5.2 board Meetings

the Board meets regularly on quarterly basis with additional meetings convened as and when necessary. the Board approvals are sought via circular resolutions on operational matters that require urgent Board’s decisions. At each Board meeting, there is a full financial reporting and business review and discussion, including monitoring the performance to date against the budgets and financial plans that were previously approved by the Board. Sufficient information is provided to enable the Board to make informed decisions.

Board papers are prepared for each Board meeting incorporating both qualitative and quantitative information for discussions and decisions. Minutes of all Board proceedings are certified as true records by the Chairman of the meetings and are properly kept.




name of directors designation Attendance

tan Sri Datuk Dr. Mohan executive Chairman 5/5 Swami, J.P.

Ms. Gomathi @ usha non-Independent 5/5 nathan A. Vaidyanathan non-executive Director

Hj. Jalalullail Bin othman Independent 5/5 @ osman non-executive Director

Mr. Jayapalasingam Kandiah Independent 5/5 non-executive Director

Mr. Khaled Yusuf Abdulla Independent 2/4 AbdulKarim Janahi non-executive Director (Appointed on 27 June 2014)

Mr. tawfeeq Mohamed Independent 2/2 Mohamed Rafeea Bastaki non-executive Director (Resigned on 24 November 2014)

Mr. Ravindra Anant Khot Independent 1/1 (Appointed on 24 November 2014) non-executive Director


1.5 Access to Information and Advice (cont’d)

1.5.2 board Meetings (cont’d)

there were a total of five (5) Board meetings held during the financial year ended 31 March 2015. Details of the Directors’ attendance at Board meetings are as follows:

2. sTRengThenIng CoMposITIon

2.1 board balance

the Board consists of six (6) members comprising an executive Chairman, four (4) Independent non-executive Directors and one (1) non-Independent non-executive Director. no individual or group of individuals dominates the Board’s decision making process.


2. sTRengThenIng CoMposITIon (cont’d)

2.1 board balance (cont’d)

the Company considers that its complement of non-executive Directors provides an effective Board with a mix of industry-specific knowledge and broad business and commercial experiences. It enables the Board to provide clear and effective leadership to the Company and to bring informed and independent judgement to many aspects of the Company’s strategies and performances so as to ensure that the highest standards of conduct and integrity are maintained by the Company on a global basis. profiles of the Board members are set out in the Directors’ profile of this Annual Report.

the Board has complied with the requirement of the listing Requirements of Bursa Malaysia that at least two (2) Directors or one-third (1/3) of the Board, whichever is higher, must be Independent and the requirement of the Code that the Board must comprise a majority of Independent Directors where the Chairman of the Board is a non Independent Director, as four (4) out of six (6) of its Board members are Independent, which is higher than the prescribed minimum requirements. the Company recognizes the contributions of non-executive Directors as equal Board members in the development of the Company’s strategies, their role in representing the interests of minority shareholders and providing a balanced and independent view to the Board. All non- executive Directors are free from any form of relationships that could interfere with their independent judgment.

the Board has taken an alternative view to the best practice requiring the Company to identify in its Annual Report a Senior Independent non-executive Director to whom concerns may be conveyed. the Board does not consider it necessary to make such an appointment based on the fact that shareholders already have fundamental rights to direct any areas of concern to any member of the Board, each of whom are assessable to the shareholders.

2.2 Appointment to the board

the Group adopts a policy that the nomination Committee shall review any nomination of new Director(s) to the Board before making a proposal to the Board for decision. new appointments follow a formal and transparent selection process. the Company Secretary will ensure that all appointments are properly made, complying with legal and regulatory requirements and make the necessary disclosures.

Annual performance and evaluation of the effectiveness of the Board, Board Committees and individual Director has been carried out. the board was satisfied with the mix of skills, experience, independence, knowledge and the diversity representation of the Board and its Committees. the Board noted the recommendation to conduct orientation session for the newly appointed Board members including a site visit to major subsidiaries’ operation.




Range of Remuneration per Annum executive non-executive

up to RM50,000 4 RM50,001 to RM100,000 - - RM100,001 to RM150,000 - 1 RM150,001 to RM200,000 - 1 RM200,001 to RM250,000 - - RM300,001 to RM350,000 - - RM1,200,001 to RM1,300,000 1 -

number of directors

the Remuneration Committee considers that it is crucial to link a significant proportion of the total executive remuneration package to individual and corporate performance. It is the Committee’s policy to review the proportion of the total remuneration package linked to performance to align the executive performance and reward with the interests of the shareholders.


2.3 Re-election the Articles of Association of the Company provide that any person appointed as Director, either to fill a casual vacancy or as an addition to the Board shall retire from office at the close of the next Annual General Meeting (“AGM”) but shall be eligible for re-election. the Articles also provide that one-third of the other Directors shall be subject to retirement by rotation and may offer themselves for re-election each year at the AGM provided always that all Directors shall retire from office at least once every three years.

2.4 Re-appointment

Directors over the age of seventy years shall be required to offer themselves for re- appointment annually in accordance with the section 129 of the Act at the AGM.

2.5 directors Remuneration

the policy of the Remuneration is in line with the Group’s overall practice on compensations and benefits. this is to reward employees competitively, taking into account performance, market comparisons and competitive pressures in the industry. Whilst not seeking to maintain a strict market position, it takes into account comparable roles in similar organisations.

Details of the remuneration of the Directors of the Company, whose remuneration are analysed into bands of RM50,000 during the financial year ended 31 March 2015, are indicated below:




2.5 directors Remuneration (cont’d)

Remuneration policy and arrangements are subject to regular reviews to achieve this objective and to ensure that the Group can attract and retain executives of high caliber in a competitive business environment.

the Board shall determine the fees payable to non-executive Directors subject to shareholders’ approval at the Annual General Meeting of the Company.

the remuneration packages of the Directors for the financial year ended 31 March 2015 by category are as follows:

Remuneration packages executive directors non-executive directors

Directors’ fees - 216,000 Salary & other emoluments 1,059,388 - Benefits-in-kind - 67,787 Meeting allowances 2,500 10,625 other allowances 214,200 77,026

ToTAl 1,259,388 371,438

Total per Annum for the financial Yearended 31 March 2015 (RM)

the Group maintains a Directors’ and officers liability Insurance to indemnify Directors and officers of the Group against any liability incurred by them in carrying out their duties while holding office. the said persons, however, shall not be covered and indemnified in the event of any negligence, fraud, breach of trust proven against them. 3. ReInfoRCIng IndependenCe

the Independent Directors play a pivotal role in corporate accountability and provide unbiased and independent views and objective judgment to the Board’s deliberation and decision making process, which mitigate risks arising form undue influence form interested parties. this is reflected in their membership of the various Board Committees and attendance of meetings as detailed above.

the Board takes cognizance of the Code’s recommendation that the tenure of an Independent Director should not exceed a cumulative term of nine years. However an Independent Director may in the interest of the Company, continue to serve on the Board upon reaching the ninth year limit subject to the Independent Director’s re-designation as a non-Independent Director. In the event the Board intends to retain the Director as Independent Director, who has served in that capacity for a period of exceeding nine years, the Board will justify and seek the shareholders’ approval.


4. fosTeRIng CoMMITMenT

4.1 Time Commitment

As stipulated in the Code, the Directors are fully aware of their duties and shall dedicate sufficient time and effort to carry out their responsibilities. Besides attending meetings of the Board, Board Committees and AGM, each Director is expected to commit time as and when required to discharge the relevant duties. the Meetings dates are planned ahead of schedule and commitments are obtained from the Directors on their availability.

In line with the listing Requirements of Bursa Malaysia, the Directors have adhered to the restrictions on the number of directorships in public and non-public listed companies which ensures the Directors’ commitment, resources and time are sufficiently focused on the affairs of the Company in order for them to function effectively and efficiently.

4.2 directors’ Training

All the Directors of the Company except for the newly appointed Directors, have attended and completed the Mandatory Accreditation programme prescribed by Bursa Malaysia.

the Group Chief Financial officer and external Auditors also briefed the Board members on changes to the Malaysian Financial Reporting Standards that affects the Group’s financial statements during the financial year under review. In addition, Mr Jayapalasingam Kandiah attended the 2015 Audit Committee Conference.

In this regards, the Board will continue to undergo relevant training programmes to further enhance their skills and knowledge to keep abreast with the latest development in the industry and regulatory requirements on an ongoing basis.

5. Uphold InTegRITY In fInAnCIAl RepoRTIng

Role of Audit Committee in the financial Reporting

the Directors are responsible to present a fair assessment of the Group’s financial performance and business prospects, primarily through its annual audited financial statements, quarterly reports to Bursa Securities and Annual Report to the shareholders. the Board is assisted by the Audit Committee to scrutinise financial reporting for disclosure to ensure accuracy, adequacy and completeness and to oversee the Group’s internal audit functions relating to the assurance of the adequacy and integrity of internal controls and monitoring of risks affecting the Group’s operations.




5. Uphold InTegRITY In fInAnCIAl RepoRTIng (cont’d)

Role of Audit Committee in the financial Reporting (cont’d)

the role of the Audit Committee in relation to the external Auditors and details of the responsibilities, activities and attendance of Audit Committee members at its regular meetings held during the financial year are set out in the Audit Committee Report of this Annual Report. the Company always maintains a close and transparent relationship with its external Auditors in seeking professional advice and ensuring compliance with the applicable approved accounting standards in Malaysia.

In assessing the independence of the external Auditors, the Audit Committee requires written assurance confirming that they are and have been independent throughout the audit engagement with the Company pursuant to the independence criteria set out by the International Federation of Accountants and the Malaysian Institute of Accountants.

6. ReCognIse And MAnAge RIsKs

Information on the Group’s internal controls system and risk management is presented in the Statement on Internal Control as set out in this Annual Report.

7. TIMelY And hIgh QUAlITY dIsClosURe

the Board is aware of the timely and high quality disclosure of material information to the public is an integral part of the corporate governance framework and shall ensure compliance with the disclosure requirements as set out in the listing Requirements of Bursa Malaysia.

procedures have been established to ensure that material and price-sensitive information are handled in a controlled manner to ensure that the prescribed guidelines are strictly adhered to.

8. sTRengTenIng RelATIonshIp beTWeen CoMpAnY And shAReholdeRs 8.1 Communication and engagement with shareholders and prospective Investors

the Board recognises the importance of an effective channel of communication between the Board, the shareholders and the general investing public. the Company strives to promote and encourage bilateral communications with its shareholders through General Meetings and ensures that information is disseminated to investors, analysts and the general investing public in a timely manner. the Company also strives to maintain and promote transparency in its business activities by continually updating shareholders and investing public of any corporate developments and events pursuant to the Corporate Disclosure policy of the listing Requirements of Bursa Malaysia.



8. sTRengTenIng RelATIonshIp beTWeen CoMpAnY And shAReholdeRs (cont’d) 8.1 Communication and engagement with shareholders and prospective Investors (cont’d)

the primary modes of dissemination of information to the shareholders on the Group’s business, corporate affairs and financial information consists of Annual Reports, press releases, quarterly reports and company announcements which can be accessed from the Company’s website. In order to maintain high level of transparency and to effectively address any issues of concern from anyone, the Company has a dedicated electronic mail, i.e. [email protected].

pertinent corporate information of the Group and its business activities are available at http://www.turiya.com.my.

8.2 shareholders’ participation at AgM

AGM represents the principal forum for dialogue and interaction with the shareholders. Beside the usual agenda for the AGM, the Board presents the progress and performance of the businesses as contained in this Annual Report and provides opportunity for shareholders to raise questions pertaining to the financial reporting and business activities of the Group. Directors are available to provide responses to questions from the shareholders during these meetings. At the previous AGM, the executive Chairman also shared with the shareholders on the responses by the Company submitted in advance to queries raised by the Minority Shareholder Watchdog Group (“MSWG”).

notice of AGM is circulated to shareholders at least 21 days prior to the date of the meeting together with explanatory notes describing the effects of any proposed resolutions to be tabled under special business. All the resolutions set out in the notice of the last AGM were put to vote by show of hands and were duly passed and approved. the outcome was announced to Bursa on the same day of the AGM.


the Act places responsibility on the Directors to ensure that the financial statements provide a true and fair view of the financial position of the Group and the Company as at 31 March 2015 and of their financial performance and cash flows for the financial year then ended.

the Board is satisfied that in preparing the financial statements of the Group for the financial year ended 31 March 2015, the Group has conformed to the appropriate accounting policies and applied them consistently and prudently and that measures have been taken to ensure that the accounting records are properly kept in accordance with the law.

the Directors also have the general responsibility to take such steps to safeguard the assets of the Group and to prevent and detect fraud and other irregularities relevant to preparation and fair presentation of financial statements that are free from material misstatement.

sTATeMenT on dIReCToRs’ ResponsIbIlITYIn RespeCT of The AnnUAl AUdITed fInAnCIAl sTATeMenTs(pursuant to paragraph 15.26(a) of the listing Requirements of Bursa Malaysia)


STATeMeNT ON RISK MANAGeMeNTANd INTeRNAL CONTROL

ReSpONSIbILITY

the Board has the overall responsibility to establish a sound risk management framework and internal control system by adopting best practices, instilling good risk management and implementing strong internal control systems to ensure key risk areas are managed to achieve our Group’s business objectives.

the Board recognizes that the Group’s system of internal control is designed to manage rather than eliminate the risk of failure to achieve the Group’s objectives. Hence, it can only provide reasonable and not absolute assurance against material misstatement of management and financial information or against financial losses and fraud.

KeY pROCeSSeS

the Group has in place policies that serve as the guiding principles to inculcate a working culture that places high importance on professionalism, integrity and good governance. to that end, the management has put in place a sound internal control system with financial authority limits, standard operating procedures and risk management processes.

1. RISK MANAGeMeNT

the Group has put in place an ongoing risk management process of identifying, documenting, evaluating, monitoring and managing significant risks affecting the achievement of its business objectives throughout the financial year up to the date of approval of this statement for inclusion in the annual report. An annual review of risk profile is carried out as an integral part of the annual strategic planning cycle and accordingly certain changes to the risk management and internal control process have been made. the group has employed the service of a professional services firm to provide further training on enterprise risk management that the group faces. this involved identifying the type of risk within an enterprise, measuring those potential risks and proposing means to hedge, insure or mitigate some of the risks that impacts the future earnings of the enterprise this said process is reviewed by the Board and in accordance with the Statement on Risk Management and Internal Control: Guidelines for Directors of listed Issuers.

the reviews cover matters such as responses to significant risks identified, changes to internal control systems and output from monitoring processes. the Risk Management profile is reported to the Audit Committee, which dedicates separate time for discussion of this subject. Further discussion is also held with the relevant business units and departments.

each of the business and functional unit in Malaysia is required to document the type of enterprise risks, the inherent risk rating, identifying existing controls in place, the residual risks and the rating as well as action plan to mitigate the residual risk. the Managementare accountable to the Board for the implementation of strategies, policies and procedures to achieve an effective risk management framework. In addition, the Internal Audit adopts a risk-based approach when carrying out its internal audit review.

38 TURIYA beRhAd (55576-A)AnnuAl RepoRt 2015

STATeMeNT ON RISK MANAGeMeNT ANdINTeRNAL CONTROL (CONT’d)

2. INTeRNAL CONTROL

the process of internal control has been designed to enable the Board to monitor the Group’s overall financial and operational activities, identify principal risks and ensure appropriate systems are in place to manage these risks. the Board and Management have established a process of continuously enhancing the system of internal control as and when there are changes to the business environment or regulatory guidelines.

In addition to ensuring compliances to a clearly defined delegation of authorities and responsibilities (to operating units), quarterly and comprehensive information are provided to the management. these include financial performance and key business indicators, a detailed budgetary process and close monitoring of results against budget, with major variances being followed up and management actions taken, where necessary. Visits by Management to operating units as well as findings from Internal Audit reviews also provide sources of information for monitoring of controls.

the framework of the Group’s system of internal control and key procedures include:

• A Management structure with clearly defined lines of responsibility and appropriate levels of delegation. • Key functions such as finance, credit control, treasury, human resources and legal matters are controlled centrally. • the Management determines the applicability of risk monitoring and reporting procedures and is responsible for the identification and evaluation of significant risks applicable to their areas of business together with the design and operation of suitable internal control. • Clear definitions of limits of authority and responsibilities have been approved by the Board and subject to annual reviews and enhancements. • Corporate values, which emphasise on ethical behaviour and quality services, are set out in the Group’s employee Handbook and the Board Charter. • on a yearly basis, all the business units within the Group draw up their budget for the Board’s approval and the performance is monitored.

3. INTeRNAL AUdIT FUNCTION

the Group’s internal audit function is outsourced to a professional services firm, to assist the Board and Audit Committee in providing an independent assessment on the adequacy and effectiveness of the Group’s internal control system.

During the financial year ended 31 March 2015, an internal audit was carried out and the findings of the internal audit, including the recommendation on corrective actions, were presented to the Audit Committee. A follow up review will be conducted to ensure that corrective actions are properly implemented based on the agreed action plan.

Based on the internal audit review conducted, none of the weaknesses noted have resulted in any material losses, contingencies or uncertainties that would require separate disclosure in this annual report.


3. INTeRNAL AUdIT FUNCTION (cont’d) CONCLUSION

the Board has reviewed the risk management and internal control system and is satisfied that the risk management and internal control system of the Group in place for the year under review is generally adequate and effective.

the Board has also received assurance from the executive Chairman and the General Manager – Finance that the Group’s risk Management and internal control system is operating adequately and effectively, in all material aspects, based on the risk Management and internal control system of the Group.

the Group’s system of internal control will continue to be reviewed, added to or updated in line with changes in the operating environment to ensure its continuing effectiveness. 4. ReVIeW OF The STATeMeNT bY eXTeRNAL AUdITORS

As required by paragraph 15.23 of Bursa Securities listing Requirements, the external auditors have conducted a limited assurance engagement on this Statement on Risk Management and Internal Control. their limited assurance engagement was performed in accordance with ISAe3000, Assurance engagement other than Audits or Review of Historical Financial Information and Recommended practice Guide (“RpG”) 5, Guidance for Auditors on the Review of Directors’ Statement on Internal Control included in the Annual Report.

Based on their procedures performed, the external auditors have reported to the Board that nothing has come to their attention that causes them to believe that this statement is not prepared, in all material aspects, in accordance with disclosure required by paragraphs 41 and 42 of the Statement of Risk Management and Internal Control: Guidance for Directors of listed Issuers to be set out, nor is factually inaccurate. RpG 5 does not require the external auditors to consider whether this Statement covers all risks and controls, or to form an opinion on the adequacy and effectiveness of the Group’s risk and control system.

STATeMeNT ON RISK MANAGeMeNT ANdINTeRNAL CONTROL (CONT’d)


fInAnCIAl sTATeMenTs41

45

45

46

49

51

53

55

57

58

61

Directors’ Report

Statement by Directors

Statutory Declaration

Independent Auditors’ Report to the Members

Statements of profit or loss and other Comprehensive Income

Consolidated Statement of Financial position

Statement of Financial position

Consolidated Statement of Changes in equity

Statement of Changes in equity

Statements of Cash Flows

notes to the Financial Statements


dIRecToRs’ RepoRT

the directors hereby submit their report and the audited financial statements of the Group and of the Company for the financial year ended 31 March 2015.

pRINcIpAL AcTIVITIes

the Company is principally involved in the business of letting properties and property management, investment holding and the provision of management consultancy services to its subsidiaries.

the principal activities of the subsidiaries are set out in note 13 to the financial statements. there have been no significant changes in the nature of these activities during the financial year.

ResULTs

Group company RM RM

profit/(loss) for the financial year 913,858 Attributable to: owners of the Company 1,229,974non-controlling interests -

913,858

ReseRVes ANd pRoVIsIoNs

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

bAd ANd doUbTFUL debTs

Before the statements of profit or loss and other comprehensive income and statements of financial position of the Group and the Company were made out, the directors took reasonable steps to ascertain that action had been taken in relation to the writing off of bad debts and the making of provision for doubtful debts, and have satisfied themselves that all known bad debts had been written off and that adequate provision had been made for doubtful debts.

At the date of this report, the directors are not aware of any circumstances which would render the amount written off for bad debts or the amount of provision for doubtful debts in the financial statements of the Group and of the Company inadequate to any substantial extent.

(5,566,649)

(5,566,649) (316,116)

(5,566,649)


cURReNT AsseTs

Before the statements of profit or loss and other comprehensive income and statements of financial position of the Group and the Company were made out, the directors took reasonable steps to ensure that any current assets which were unlikely to be realised in the ordinary course of business including their values as shown in the accounting records of the Group and of the Company had 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 which would render the values attributed to the current assets in the financial statements of the Group and of the Company misleading. VALUATIoN MeThods

At the date of this report, the directors are not aware of any circumstances 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.

coNTINGeNT ANd oTheR LIAbILITIes

As at the date of this report, there does not exist:-

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

(ii) any contingent liability of the Group and of the Company which has arisen since the end of the financial year.

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

chANGe oF cIRcUMsTANces

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

ITeMs oF AN UNUsUAL NATURe

In the opinion of the directors:

(i) the results of the operations of the Group and of the Company for the financial year were not substantially affected by any item, transaction or event of a material and unusual nature other than as disclosed in the financial statements; and

(ii) there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely to affect substantially the results of the operations of the Group and of the Company for the financial year in which this report is made.

dIRecToRs’ RepoRT (coNT’d)



IssUe oF shARes ANd debeNTURes

During the financial year, no shares or debentures were issued by the Company.

dIRecToRs oF The compANY

the directors in office since the date of the last report are as follows:

tan Sri Datuk Dr. Mohan Swami, J.P.Gomathi @ usha nathan A. Vaidyanathantuan Hj. Jalalullail Bin othman @ osmanJayapalasingam KandiahKhaled Yusuf Abdulla Abdulkarim JanahiRavindra Anant Khot (Appointed on 24 November 2014)tawfeeq Mohamed Mohamed Rafeea Bastaki (Resigned on 24 November 2014)

dIRecToRs’ INTeResT

the interests of the directors in office at the end of the financial year in the shares of the Company and its related corporations during the financial year according to the registers of directors’ shareholding required to be kept under Section 134 of the Companies Act, 1965, are as follows:

As at As at 1.4.2014 bought sold 31.3.2015

The company direct InterestJayapalasingam Kandiah 70,000 - - 70,000

deemed Interest* tan Sri Datuk Dr. Mohan Swami, J.P. 152,485,087 - - 152,485,087# #

Number of ordinary shares of Rm 1 each

As at As at 1.4.2014 bought sold 31.3.2015

Ultimate holding company– empire holdings Limitedtan Sri Datuk Dr. Mohan Swami, J.P. (“tSDDMS”) 1 - - 1

Number of ordinary shares of Usd1 each

* Deemed interested in Turiya by virtue of TSDDMS’s interest in Empire Holdings Limited, a major shareholder of Turiya which is 100% owned by TSDDMS.

# 35,833,590 shares (15.67%) are held by Empire Holdings Limited and 116,651,497 shares (51%) are held by Shamil Bank of Bahrain B.S.C (C) where Empire Holdings Limited is the beneficiary, which is 100% owned by TSDDMS.



dIRecToRs’ INTeResT (cont’d)

the other directors in office at the end of the financial year did not have any interest in shares in the Company and its related corporations during the financial year.

dIRecToRs’ beNeFITs

Since the end of the previous financial year, no director of the Company has received or become entitled to receive any benefit (other than benefits included in the aggregate amount of the emoluments received or due and receivable by the directors as disclosed in note 7 to the financial statements or the fixed salary of a full time employee of the Company) by reason of a contract made by the Company or a related corporation with the director or with a firm of which the director is a member, or with a company in which the director has a substantial financial interest.

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

ULTIMATe hoLdING coMpANY

the directors regard empire Holdings limited, a company incorporated in the Republic of Seychelles as an International Business Company, as the ultimate holding company of the Company.

AUdIToRs

the auditors, Messrs. Baker tilly AC, have expressed their willingness to continue in office.

Signed on behalf of the Board in accordance with a resolution of the directors dated 24 July 2015.

TAN sRI dATUK dR. MohAN sWAMI, J.P. JAYApALAsINGAM KANdIAh


sTATemenT bY dIRecToRs

We, the undersigned, being two of the directors of the Company, do hereby state that, in the opinion of the directors, the accompanying financial statements as set out on pages 49 to 161 are drawn up in accordance with the Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of 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 2015 and of their financial performance and cash flows for the financial year then ended.

the supplementary information set out on page 162 has been prepared in accordance with the Guidance on Special Matter no. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants and presented based on the format as prescribed by Bursa Malaysia Securities Berhad.

Signed on behalf of the Board in accordance with a resolution dated 24 July 2015.

pursuant to Section 169 (15) of the Companies Act, 1965.

JAYAPALAsInGAm KAndIAhTAn sRI dATUK dR. mohAn sWAmI, J.P.

sTATUToRY decLARATIon

I, tie Choon Keat, being the officer primarily responsible for the financial management of turiya Berhad, do solemnly and sincerely declare that to the best of my knowledge and belief, the financial statements as set out on pages 49 to 161 and the supplementary information as set out on page 162 are 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 atKuala lumpur in the Federal territoryon 24 July 2015.

Before me,

Zulkifla Mohd Dahlim (W541)Commission for oaths

pursuant to Section 169 (16) of the Companies Act, 1965.

TIe choon KeAT


INdepeNdeNT AUdIToRs’ RepoRT to the Members of turiya Berhad

RepoRT oN The FINANcIAL sTATeMeNTs

We have audited the financial statements of turiya Berhad, which comprise the statements of financial position as at 31 March 2015 of the Group and of the Company, and the statements of profit or loss and other comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company for the financial year then ended, and a summary of significant accounting policies and other explanatory information, as set out on pages 49 to 162.

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 the 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 controls as the directors determine are necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance 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 controls relevant to the Company’s preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal controls. 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 at 31 March 2015 and of their financial performance and cash flows for the financial year then ended in accordance with the Malaysian Financial Reporting Standard, International Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia.


INdepeNdeNT AUdIToRs’ RepoRT to the Members of turiya Berhad (Cont’d)

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 Companies Act, 1965 in Malaysia 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 Companies Act, 1965 in Malaysia.

(b) We have considered the financial statements and the auditors’ reports of all the subsidiaries of which we have not acted as auditors.

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

(d) except for the subsidiary with a qualified audit opinion in the auditors’ report as indicated in note 13 to the financial statements, the auditors’ reports on the financial statements of the remaining subsidiaries did not contain any qualification or any adverse comment made under Section 174(3) of the Companies Act, 1965 in Malaysia.

oTheR RepoRTING RespoNsIbILITIes

the supplementary information set out on page 162 is disclosed to meet the requirement of Bursa Malaysia Securities Berhad (“Bursa Securities”) and is not part of the financial statements. the directors are responsible for the preparation of the supplementary information in accordance with the Guidance on Special Matter no.1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants (“MIA Guidance”) and the directive of Bursa Securities. In our opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Securities.


INdepeNdeNT AUdIToRs’ RepoRTto the Members of turiya Berhad (Cont’d)

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 contents of this report.

bAKeR TILLY AcAF 001826 Chartered Accountants

Kuala lumpur24 July 2015

Lee KoNG WeNG2967/07/15 (J)

Chartered Accountant


sTATeMeNTs oF pRoFIT oR Loss ANd oTheR coMpReheNsIVe INcoMe

For the Financial Year ended 31 March 2015 Group company 2015 2014 2015 2014 Note RM RM RM RM

continuing operations Revenue 4 26,818,986 32,219,447 12,339,122 11,799,752 Cost of sales 5

Gross profit 15,278,557 19,067,080 10,026,026 9,506,068 other income 706,519 1,599,531 22,002 2,485,951 Administrative expenses Selling and distribution expenses - - other expenses

profit/(Loss) from operations 5,119,658 Finance costs Share of results of joint venture - - - -

profit/(Loss) before tax from continuing operations 6 1,006,918 tax (expense)/credit 8 400

profit/(Loss) for the financial year from continuing operations 913,858 discontinued operations loss for the financial year from discontinued operation 9 - - -

profit/(Loss) for the financial year 913,858

other comprehensive income, net of tax: Items that may be reclassified subsequently to profit or loss: Foreign currency translation differences 826,269 239,289 - - Reclassification of foreign currency translation reserve to profit or loss on repayment of related company balances and disposal of subsidiary - -

346,802 - -

Total comprehensive income/(loss) for the financial year 1,260,660

(11,540,429) (13,152,367) (2,313,096) (2,293,684)

(9,492,427) (14,302,241) (3,797,715) (4,339,191) (403,050) (755,750) (969,941) (23,125,736) (7,842,055) (34,166,321)

(17,517,116) (1,591,742) (26,513,493) (4,112,740) (4,394,887) (3,975,307) (4,237,385)

(21,912,003) (5,567,049) (30,750,878) (93,060) (1,876,857) (1,872,616)

(23,788,860) (5,566,649) (32,623,494)

(4,417,893)

(28,206,753) (5,566,649) (32,623,494)

(479,467) (857,123)

(617,834)

(28,824,587) (5,566,649) (32,623,494)


The annexed notes form an integral part of, and should be read in conjunction with, these financial statements.

Group company 2015 2014 2015 2014 Note RM RM RM RM

profit/(Loss) attributable to: owners of the Company 1,229,974 non-controlling interests - -

profit/(Loss) for the financial year 913,858

Total comprehensive income/ (loss) attributable to: owners of the Company 1,638,947 non-controlling interests - -

Total comprehensive income/(loss) for the financial year 1,260,660

basic earnings/(loss) per ordinary share attributable to owners of the company: (sen per share) From continuing operations 0.54 From discontinued operation - From continuing and discontinued operations 10 0.54

diluted earnings/(loss) per ordinary share attributable to owners of the company: (sen per share) From continuing operations 0.54 From discontinued operation - From continuing and discontinued operations 10 0.54

sTATeMeNTs oF pRoFIT oR Loss ANdoTheR coMpReheNsIVe INcoMe (coNT’d)For the Financial Year ended 31 March 2015

(27,086,699) (5,566,649) (32,623,494) (316,116) (1,120,054)

(28,206,753) (5,566,649) (32,623,494)

(27,522,737) (5,566,649) (32,623,494) (378,287) (1,301,850)

(28,824,587) (5,566,649) (32,623,494)

(10.59) (1.25)

(11.84)

(10.59) (1.25) (11.84)


2015 2014 Note RM RM

AsseTs Non-current assets property, plant and equipment 11 13,152,906 14,059,743 Investment property 12 140,477,458 140,477,458 Investment in joint venture 14 3 3 Intangible assets 15 3,713,537 3,641,778 other investment 16 12,500,002 12,500,002 169,843,906 170,678,984

current assets

Inventories 18 745,476 1,275,039 trade receivables 19 4,587,382 5,367,301 other receivables, deposits and prepayments 20 11,141,605 12,594,654 Deposits with licensed bank 21 412,080 402,711 Cash and bank balances 1,649,314 2,577,133

total current assets 18,535,857 22,216,838

ToTAL AsseTs 188,379,763 192,895,822

coNsoLIdATed sTATeMeNT oFFINANcIAL posITIoN

As at 31 March 2015


coNsoLIdATed sTATeMeNT oFFINANcIAL posITIoN (coNT’d)As at 31 March 2015



eqUITY ANd LIAbILITIes equity attributable to owners of the company Share capital 22 228,728,426 228,728,426 Reserves 23 126,799,652 125,160,705 Non-controlling interests

Total equity 125,815,097 124,554,437

Liabilities

Non-current liabilities

Deferred tax liabilities 17 2,024,581 1,931,400 Borrowings 27 46,332,468 50,309,749

total non-current liabilities 48,357,049 52,241,149

current liabilities

trade payables 24 621,605 1,505,005 Amount due to holding company 25 303,655 1,213,655 other payables and accruals 26 6,796,680 6,419,204 Borrowings 27 6,482,837 6,961,830 tax payable 2,840 542

total current liabilities 14,207,617 16,100,236

Total liabilities 62,564,666 68,341,385

ToTAL eqUITY ANd LIAbILITIes 188,379,763 192,895,822

(101,928,774) (103,567,721)

(984,555) (606,268)


sTATeMeNT oF FINANcIAL posITIoNAs at 31 March 2015


AsseTs Non-current assets property, plant and equipment 11 8,438,940 8,906,396 Investment property 12 140,477,458 140,477,458 Subsidiaries 13 16,915,495 26,383,888 other investment 16 12,500,002 12,500,002

178,331,895 188,267,744

current assets

trade receivables 19 25,434 237,482 other receivables, deposits and prepayments 20 5,966,667 4,863,426 Deposits with licensed bank 21 412,080 402,711 Cash and bank balances 694,125 459,982

7,098,306 5,963,601

ToTAL AsseTs 185,430,201 194,231,345



sTATeMeNT oF FINANcIAL posITIoN (coNT’d)As at 31 March 2015


eqUITY ANd LIAbILITIes equity attributable to owners of the company Share capital 22 228,728,426 228,728,426 Reserves 23

Total equity 127,998,841 133,565,490 Liabilities

Non-current liabilities

Deferred tax liabilities 17 1,832,276 1,832,276 Borrowings 27 46,302,253 50,309,749

total non-current liabilities 48,134,529 52,142,025

current liabilities

trade payables 24 26,736 13,368 Amount due to subsidiaries 13 1,260,016 306,556 Amount due to holding company 25 303,655 1,213,655 other payables and accruals 26 3,698,928 3,273,302 Borrowings 27 4,007,496 3,716,949 total current liabilities 9,296,831 8,523,830 Total liabilities 57,431,360 60,665,855 ToTAL eqUITY ANd LIAbILITIes 185,430,201 194,231,345

(100,729,585) (95,162,936)


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sTATeMeNT oF chANGes IN eqUITYFor the Financial Year ended 31 March 2015

At 1 April 2014 228,728,426 52,050,206 166,188,984 loss for the financial year, representing total comprehensive loss for the financial year - -

At 31 March 2014 228,728,426 52,050,206 133,565,490 loss for the financial year, representing total comprehensive loss for the financial year - -

At 31 March 2015 228,728,426 52,050,206 127,998,841

Non- distributable share share Accumulated Total capital premium losses equity RM RM RM RM


(114,589,648)

(32,623,494) (32,623,494)

(147,213,142)

(5,566,649) (5,566,649)

(152,779,791)


sTATeMeNTs oF cAsh FLoWsFor the Financial Year ended 31 March 2015

Group company 2015 2014 2015 2014 Note RM RM RM RM

cAsh FLoWs FRoM opeRATING AcTIVITIes profit/(loss) before tax from: – continuing operations 1,006,918 – discontinued operations - - -

Adjustments for : Amortisation of intangible assets 8,808 25,568 - - Amount due from subsidiary written off - - 2,043,861 - Bad debts written off 958 349,901 958 - Bad debts recovered - - - Intangible assets written off 63,019 - - - Depreciation of property, plant and equipment 825,901 1,160,720 467,456 527,492 Gain on disposal of property, plant and equipment - - - Gain on winding up of a subsidiary - - - Gain on reclassification of translation reserve from other comprehensive income - - Gain on disposal of subsidiary 13 - - - Impairment loss on goodwill - 21,839,692 - - Impairment loss on anount due from subsidiaries - - 4,106,086 - Impairment loss on other receivables 351,892 - - - Impairment loss on investment in subsidiary - - 1,691,150 32,398,055 Impairment of property, plant and equipment 35,257 - - - Interest expenses 4,112,740 4,557,795 3,975,307 4,237,385 Interest income - Inventories written off - 366,616 - - loss on disposal of subsidiary - 3,868,278 - - loss on winding up of subsidiary - - - 1,767,748 property, plant and equipment written off 330,163 477,869 - 518 Waiver of amount due to subsidiary - - - unrealised foreign exchange (gain)/loss 648,941 - -

operating profit before working capital changes carried down 6,235,556 6,100,973 6,717,769 5,672,264

(21,912,003) (5,567,049) (30,750,878) (4,294,767)

(9,460)

(10,167) (95,862)

(171,143) (857,123) (308,324)

(10,421) (25,192) (22,653)

(2,485,403) (45)


STATeMeNTS OF CASh FLOWS (CONT’d)For the Financial Year ended 31 March 2015

Group Company 2015 2014 2015 2014 Note RM RM RM RM

CASh FLOWS FROM OPeRATING ACTIVITIeS (cont’d) Operating profit before working capital changes brought down 6,235,556 6,100,973 6,717,769 5,672,264

Changes in working capital: payables 426,771 366,848 Receivables 1,509,463 5,220,651 Inventories 529,563 481,355 - -

Cash generated from operations 8,212,694 4,517,483 6,252,389 3,687,765 tax refunded - 950 - 950 tax paid - Interest paid

net cash from/(used in) operating activities 4,107,747 2,300,246

CASh FLOWS FROM INVeSTING ACTIVITIeS Interest received 10,421 25,192 - 22,653 Additions of investment property - - purchase of property, plant and equipment 11 - proceeds from disposal of property, plant and equipment 32,446 - - - net cash outflow from disposal of subsidiaries 9, 13 - - Repayment/(Advances to) from subsidiaries - - 1,627,296

net cash (used in)/from investing activities 1,627,296

Balance carried down 4,018,807 3,927,542 2,509,233

(61,888) (7,285,496) (892,151) (2,351,347)

(4,830) (135,670) (400) (4,100,117) (4,557,795) (3,952,143) (4,237,385)

(175,032) (549,070)

(461,093) (461,093)

(86,735) (82,561) (14,440)

(45,072) (48,611)

(1,507,283)

(88,940) (567,073) (1,960,163)

(742,105)


STATeMeNTS OF CASh FLOWS (CONT’d)For the Financial Year ended 31 March 2013


CASh FLOWS FROM FINANCING ACTIVITIeS

(Repayment to)/Advances from holding company 6,127,000 6,127,000 Repayment of other bank borrowing - - Advances from subsidiaries - - 942,919 139,110 payment of finance lease - - -Repayment of term loan

net cash (used in)/from financing activities 1,991,781 2,818,643

Net (decrease)/increase in cash and cash equivalents 1,249,676 243,512 309,410 Cash and cash equivalents at beginning of the financial year 285,805 862,693 553,283 effect of exchange rate fluctuations 466,377 - -

Cash and cash equivalents at the end of the financial year (A) 285,805 1,106,205 862,693


NOTe TO The STATeMeNTS OF CASh FLOWS:

A. CASh ANd CASh eQUIVALeNTS

Cash and cash equivalents included in the statements of cash flows comprise the following amounts: Group Company 2015 2014 2015 2014 Note RM RM RM RM

Bank overdrafts 27 (2,468,708) (2,694,039) - - Deposits with licensed bank 21 412,080 402,711 412,080 402,711 Cash and bank balances 1,649,314 2,577,133 694,125 459,982 (407,314) 285,805 1,106,205 862,693

(910,000) (910,000) (550,842) (687,752)

(512) (3,716,949) (3,447,467) (3,716,949) (3,447,467)

(5,178,303) (3,684,030)

(1,159,496) (234,261) (729,610)

(407,314)

Balance brought down 4,018,807 (742,105) 3,927,542 2,509,233


NoTes To The FINANcIAL sTATeMeNTs– 31 March 2015

1. coRpoRATe INFoRMATIoN

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

the registered office and principal place of business of the Company are both located at Suite 7.3, 7th Floor, Wisma Chase perdana, Changkat Semantan, Damansara Heights, 50490 Kuala lumpur.

the ultimate holding company is empire Holdings limited, a company incorporated in the Republic of Seychelles as an International Business Company.

the Company is principally involved in the business of letting properties and property management, investment holding and the provision of management consultancy services to its subsidiaries.

the principal activities of the subsidiaries are set out in note 13. there have been no significant changes in the nature of these activities during the financial year.

the financial statements of the Company were authorised for issue by the Board of Directors in accordance with a resolution dated 24 July 2015.

2. bAsIs oF pRepARATIoN

(a) statement of compliance

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

the financial statements of the Group and of the Company have been prepared under the historical cost basis, except as disclosed in the significant accounting policies in note 3.

the preparation of financial statements in conformity with MFRSs requires the use of certain critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reported period. It also requires directors to exercise their judgement in the process of applying the Group’s and the Company’s accounting policies. Although these estimates and judgement are based on the directors’ best knowledge of current events and actions, actual results may differ.

the areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 2(c).


NoTes To The FINANcIAL sTATeMeNTs (coNT’d)– 31 March 2015

2. bAsIs oF pRepARATIoN (cont’d)

(a) statement of compliance (cont’d)

New MFRss, Amendments/Improvements to MFRss and New Ic Interpretations (“Ic Int”)

(i) AdoptionofAmendments/ImprovementstoMFRSsandNewICInt the Group and the Company had adopted the following amendments/improvements to MFRSs and new IC Int that are mandatory for the current financial year: Amendments/Improvements to MFRSs MFRS 10 Consolidated Financial Statements MFRS 12 Disclosure of Interests in other entities MFRS 127 Separate Financial Statements MFRS 132 Financial Instruments: presentation MFRS 136 Impairment of Assets MFRS 139 Financial Instruments: Recognition and Measurement new IC Int IC Int 21 levies

the adoption of the above amendments/improvements to MFRSs and new IC Int did not have any significant effect on the financial statements of the Group and of the Company. (ii) NewMFRSsandAmendments/Improvements toMFRSs thatare issued, butnotyeteffectiveandhavenotbeenearlyadopted the Group and the Company have not adopted the following new MFRSs and amendments/improvements to MFRSs that have been issued by the Malaysian Accounting Standards Board (“MASB”) as at the date of authorisation of these financial statements but are not yet effective for the Group and the Company:

effective for financial periods beginning on or after

new MFRSs MFRS 9 Financial Instruments 1 January 2018 MFRS 15 Revenue from Contracts with Customers 1 January 2017





New MFRss, Amendments/Improvements to MFRss and New Ic (cont’d)

(ii) NewMFRSsandAmendments/Improvements toMFRSs thatare issued, butnotyeteffectiveandhavenotbeenearlyadopted(cont’d)

effective for financial periods beginning on or after

Amendments/Improvements to MFRSs MFRS 1 First-time Adoption of Malaysian Financial Reporting Standards 1 July 2014 MFRS 2 Share-based payment 1 July 2014 MFRS 3 Business Combinations 1 July 2014 MFRS 5 non-current Asset Held for Sale and Discontinued operations 1 January 2016 MFRS 7 Financial Instruments: Disclosures 1 January 2016 MFRS 8 operating segments 1 July 2014 MFRS 10 Consolidated Financial Statements 1 January 2016 MFRS 11 Joint Arrangements 1 January 2016 MFRS 12 Disclosure of Interests in other entities 1 January 2016 MFRS 13 Fair Value Measurement 1 July 2014 MFRS 101 presentation of Financial Statements 1 January 2016 MFRS 116 property, plant and equipment 1 July 2014/ 1 January 2016 MFRS 119 employee Benefits 1 July 2014/ 1 January 2016 MFRS 124 Related party Disclosures 1 July 2014 MFRS 127 Separate Financial Statements 1 January 2016 MFRS 128 Investments in Associates and Joint Ventures 1 January 2016 MFRS 138 Intangible Assets 1 July 2014/ 1 January 2016 MFRS 140 Investment property 1 July 2014 MFRS 141 Agriculture 1 January 2016

A brief discussion on the above significant new MFRSs and amendments/ improvements to MFRSs are summarised below. Due to the complexity of these new standards, the financial effects of its adoption are currently still being assessed by the Group and the Company.





(ii) New MFRSs andAmendments/Improvements to MFRSs that are issued, butnotyeteffectiveandhavenotbeenearlyadopted(cont’d)

MFRS9FinancialInstruments

MFRS 9 introduces a package of improvements which includes a classification and measurement model, a single forward-looking ‘expected loss’ impairment model and a substantially-reformed approach to hedge accounting.

Classification and Measurement MFRS 9 introduces an approach for classification of financial assets which is driven by cash flow characteristics and the business model in which an asset is held. the new model also results in a single impairment model being applied to all financial instruments.

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

Impairment MFRS 9 introduces a new, expected-loss impairment model that will require more timely recognition of expected credit losses. Specifically, this Standard requires entities to account for expected credit losses from when financial instruments are first recognised and to recognise full lifetime expected losses on a more timely basis. the model requires an entity to recognise expected credit losses at all times and to update the amount of expected credit losses recognised at each reporting date to reflect changes in the credit risk of financial instruments. this model eliminates the threshold for the recognition of expected credit losses, so that it is no longer necessary for a trigger event to have occurred before credit losses are recognised.








MFRS9FinancialInstruments(cont’d)

Hedge Accounting MFRS 9 introduces a substantially-reformed model for hedge accounting, with enhanced disclosures about risk management activity. the new model represents a significant overhaul of hedge accounting that aligns the accounting treatment with risk management activities, enabling entities to better reflect these activities in their financial statements. In addition, as a result of these changes, users of the financial statements will be provided with better information about risk management and the effect of hedge accounting on the financial statements.

MFRS15RevenuefromContractswithCustomers

the core principle of MFRS 15 is that an entity recognises revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity recognises revenue in accordance with the core principle by applying the following steps: • Identify the contracts with a customer. • Identify the performance obligation in the contract. • Determine the transaction price. • Allocate the transaction price to the performance obligations in the contract. • Recognise revenue when (or as) the entity satisfies a performance obligation.

MFRS 15 also includes new disclosures that would result in an entity providing users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows from contracts with customers.






MFRS15RevenuefromContractswithCustomers(cont’d)

the following MFRSs and IC Interpretations will be withdrawn on the application of MFRS 15:

MFRS 111 Construction Contracts MFRS 118 Revenue IC Interpretation 13 Customer loyalty programmes IC Interpretation 15 Agreements for the Construction of Real estate IC Interpretation 18 transfers of Assets from Customers IC Interpretation 131 Revenue – Barter transactions Involving Advertising Services

AmendmentstoMFRS3BusinessCombinations

Amendments to MFRS 3 clarifies that when contingent consideration meets the definition of financial instrument, its classification as a liability or equity is determined by reference to MFRS 132 Financial Instruments: presentation. It also clarifies that contingent consideration that is classified as an asset or a liability shall be subsequently measured at fair value at each reporting date and changes in fair value shall be recognised in profit or loss.

In addition, amendments to MFRS 3 clarifies that MFRS 3 excludes from its scope the accounting for the formation of all types of joint arrangements (as defined in MFRS 11 Joint Arrangements) in the financial statements of the joint arrangement itself.

AmendmentstoMFRS7FinancialInstruments:Disclosures

Amendments to MFRS 7 provides additional guidance to clarify whether servicing contracts constitute continuing involvement for the purposes of applying the disclosure requirements of MFRS 7.

the Amendments also clarify the applicability of Disclosure – offsetting Financial Assets and Financial liabilities (Amendments to MFRS 7) to condensed interim financial statements.







AmendmentstoMFRS8OperatingSegments

Amendments to MFRS 8 requires an entity to disclose the judgements made by management in applying the aggregation criteria to operating segments. this includes a brief description of the operating segments that have been aggregated and the economic indicators that have been assessed in determining that the aggregated operating segments share similar economic characteristics.

the Amendments also clarifies that an entity shall provide reconciliations of the total of the reportable segments’ assets to the entity’s assets if the segment assets are reported regularly to the chief operating decision maker.

AmendmentstoMFRS11JointArrangements

Amendments to MFRS 11 clarifies that when an entity acquires an interest in a joint operation in which the activity of the joint operation constitutes a business, as defined in MFRS 3 Business Combinations, it shall apply the relevant principles on business combinations accounting in MFRS 3, and other MFRSs, that do not conflict with MFRS 11. Some of the impact arising may be the recognition of goodwill, recognition of deferred tax assets/liabilities and recognition of acquisition-related costs as expenses. the Amendments do not apply to joint operations under common control and also clarify that previously held interests in a joint operation are not re-measured if the joint operator retains joint control.

AmendmentstoMFRS13FairValueMeasurement

Amendments to MFRS 13 relates to the IASB’s Basis for Conclusions which is not an integral part of the Standard. the Basis for Conclusions clarifies that when IASB issued IFRS 13, it did not remove the practical ability to measure short-term receivables and payables with no stated interest rate at invoice amounts without discounting, if the effect of discounting is immaterial.

the Amendments also clarifies that the scope of the portfolio exception of MFRS 13 includes all contracts accounted for within the scope of MFRS 139 Financial Instruments: Recognition and Measurement or MFRS 9 Financial Instruments, regardless of whether they meet the definition of financial assets or financial liabilities as defined in MFRS 132 Financial Instruments: Presentation.







AmendmentstoMFRS101PresentationofFinancialStatements

Amendments to MFRS 101 improves the effectiveness of disclosures. the Amendments clarifies guidance on materiality and aggregation, the presentation of subtotals, the structure of financial statements and the disclosure of accounting policies.

AmendmentstoMFRS116Property,PlantandEquipment

Amendments to MFRS 116 clarifies the accounting for the accumulated depreciation/amortisation when an asset is revalued. It clarifies that:

– the gross carrying amount is adjusted in a manner that is consistent with the revaluation of the carrying amount of the asset; and – the accumulated depreciation/amortisation is calculated as the difference between the gross carrying amount and the carrying amount of the asset after taking into account accumulated impairment losses.

Amendments to MFRS 116 prohibits revenue-based depreciation because revenue does not reflect the way in which an item of property, plant and equipment is used or consumed.

AmendmentstoMFRS124RelatedPartyDisclosures

Amendments to MFRS 124 clarifies that an entity providing key management personnel services to the reporting entity or to the parent of the reporting entity is a related party of the reporting entity.

AmendmentstoMFRS127SeparateFinancialStatements

Amendments to MFRS 127 allows a parent and investors to use the equity method in its separate financial statements to account for investments in subsidiaries, joint ventures and associates, in addition to the existing options.






(ii) NewMFRSsandAmendments/Improvements toMFRSs thatare issued, butnotyeteffectiveandhavenotbeenearlyadopted(cont’d)

Amendments toMFRS10ConsolidatedFinancialStatementsandMFRS 128InvestmentsinAssociatesandJointVentures

these Amendments address an acknowledged inconsistency between the requirements in MFRS 10 and those in MFRS 128, in dealing with the sale or contribution of assets between an investor and its associate or joint venture.

the main consequence of the Amendments is that a full gain or loss is recognised when a transaction involves a business (whether it is housed in a subsidiary or not), as defined in MFRS 3 Business Combinations. A partial gain or loss is recognised when a transaction involves assets that do not constitute a business, even if these assets are housed in a subsidiary.

Amendments to MFRS 10 Consolidated Financial Statements, MFRS 12 Disclosuresof Interests inOtherEntitiesandMFRS128 Investments in AssociatesandJointVentures

these Amendments addresses the following issues that have arisen in the application of the consolidation exception for investment entities:

– exemption from presenting consolidated financial statements – the Amendments clarifies that the exemption from presenting consolidated financial statements applies to a parent entity that is a subsidiary of an investment entity, when the investment entity measures all of its subsidiaries at fair value. – Consolidation of intermediate investment entities – the Amendments clarifies that only a subsidiary is not an investment entity itself and provides support services to the investment entity is consolidated. All other subsidiaries of an investment entity are measured at fair value. – policy choice for equity accounting for investments in associates and joint ventures - the Amendments allows a non-investment entity that has an interest in an associate or joint venture that is an investment entity, when applying the equity method, to retain the fair value measurement applied by the investment entity associate or joint venture to its interest in subsidiaries, or to unwind the fair value measurement and instead perform a consolidation at the level of the investment entity associate or joint venture.




(b) Functional and presentation currency

the individual financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). the consolidated financial statements are presented in Ringgit Malaysia (“RM”), which is also the Company’s functional currency. All financial information presented in RM has been rounded to the nearest RM, unless otherwise stated.

(c) significant Accounting estimates and Judgements

Significant areas of estimation uncertainty and critical judgements used in applying accounting principles that have significant effect on the amount recognised in the financial statements are described in the following notes:

(i) tax expense (note 8) – significant judgement is required in determining the capital allowances and deductibility of certain expenses when estimating the provision for taxation. there were transactions during the ordinary course of business for which the ultimate tax determination of whether additional taxes will be due is uncertain. the Group recognises liabilities for tax based on estimates of assessment of the tax liability due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current tax and deferred tax in the periods in which the outcome is known.

(ii) Depreciation of property, plant and equipment (note 11) – the cost of property, plant and equipment is depreciated on a straight line method over the assets’ useful lives. Management estimates the useful lives of these property, plant and equipment and investment properties to be within 3 to 47 years. Changes in the expected level of usage could impact the economic useful lives and the residual values of these assets, therefore future depreciation charges could be revised.

(iii) Impairment of investment in subsidiaries, other investment and goodwill (note 13, 15 and 16) – significant judgement is used in the estimation of the present value of future cash flows generated by the cash-generating units which involve uncertainties and are based on assumptions used and judgement made regarding estimates of future cash flows and discount rate.

(iv) Write down of inventories to net realisable value (note 18) – reviews are made periodically by the management on damaged, obsolete and slow moving inventories. these reviews require judgement and estimates. possible changes in these estimates could result in revisions to the valuation of inventories.




(c) significant Accounting estimates and Judgements (cont’d)

(v) Impairment loss on trade and other receivables (note 19 and 20) – the Group assesses at each reporting date whether there is any objective evidence that a receivable is impaired. Allowances are applied where events or changes in circumstances indicate that the balances may not be collectable. to determine whether there is objective evidence of impairment, the Group considers factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments. Where the expectation is different from the original estimate, such difference will impact the carrying amount of receivables at the reporting date. As mentioned in note 20, the Group has deposit of approximately RM4.8 million (2014: RM6 million) with Crestino International limited. the Group has assessed that the deposit is recoverable due to the security placed on the deposit.

(vi) Fair value of investment property (note 12) – the measurement of the fair value of the investment properties performed by management is based on an independent professional valuation with reference to the direct comparison method, being comparison of current prices in an active market for similar properties in the same location and condition and where necessary, adjusting for location, terrain, size, present market trends and other differences. the management believes that the chosen valuation techniques and assumptions are appropriate in determining the fair value of the Group’s investment property.

3. sIGNIFIcANT AccoUNTING poLIcIes

(a) basis of consolidation

(i) Subsidiaries

Subsidiaries are entities, including unincorporated entities, controlled by the Group. Control exists when the Group is exposed, or has rights, to variable returns from its involvement with the entities and has the ability to affect those returns through its power over the entities.

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



3. sIGNIFIcANT AccoUNTING poLIcIes (cont’d)

(a) basis of consolidation (cont’d)

(ii) AccountingforBusinessCombinations

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

the Group has changed its accounting policy with respect to accounting for business combinations.

Acquisition on or after 1 April 2011

For acquisition on or after 1 April 2011, the Group measures goodwill at the acquisition date as: (i) the fair value of the consideration transferred; plus (ii) the recognised amount of any non-controlling interests in the acquiree; plus (iii) If the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; less (iv) the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.

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

the consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss.

Costs related to the acquisition, 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.

Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for within equity. otherwise, subsequent changes to the fair value of the contingent consideration are recognised in profit or loss.

When share-based payment awards (replacement awards) are required to be exchanged for awards held by the acquiree’s employees (acquiree’s awards) and relate to past services, then all or a portion of the amount of the acquirer’s replacement awards is included in measuring the consideration transferred in the business combination. this determination is based on the market-based value of the replacement awards compared with the market-based value of the acquiree’s awards and the extent to which the replacement awards relate to past and/or future service.





(ii) AccountingforBusinessCombinations(cont’d)

Acquisitions between 1 April 2006 and 1 April 2011

For acquisitions between 1 April 2006 and 1 April 2011, goodwill represents the excess of the cost of the acquisition over the Group’s interest in the recognised amount (generally fair value) of the identifiable assets, liabilities and contingent liabilities of the acquiree. When the excess was negative, a gain on bargain purchase was recognised immediately in profit or loss.

transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurred in connection with business combinations were capitalised as part of the cost of the acquisition.

Acquisitions prior 1 April 2006

For acquisitions prior 1 April 2006, goodwill represents the excess of the cost of the acquisition over the Group’s interest in the fair values of the net identifiable assets and liabilities.

(iii) AccountingforAcquisitionsofNon-controllingInterests

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) LossofControl

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

prior to 1 April 2011, if the Group retained any interest in the previous subsidiary, such interest was measured at the carrying amount at the date that control was lost and this carrying amount would be regarded as cost on initial measurement of the investment.





(v) Non-controllingInterests

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 consolidated 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 financial year between non-controlling interests and the owners of the Company.

Since 1 April 2011, 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. this change in accounting policy is applied prospectively in accordance with the transitional provisions of the standard.

prior to 1 April 2011, where losses applicable to the non-controlling interests exceed their interests in the equity of a subsidiary, the excess, and any further losses applicable to the non-controlling interests, were charged against the Group’s interest except to the extent that the non-controlling interests had a binding obligation to, and was able to, make additional investment to cover the losses. If the subsidiary subsequently reported profits, the Group’s interest was allocated with all such profits until the non-controlling interests’ share of losses previously absorbed by the Group had been recovered.

(vi) TransactionsEliminatedonConsolidation

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

(b) Joint Ventures

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

In the Company’s financial statements, an investment in a joint venture is stated at cost less impairment losses, if any, unless the investment is classified as held for sale (or included in a disposal group that is classified as held for sale).




(b) Joint Ventures (cont’d)

the Group’s interest in joint ventures is accounted for in the consolidated financial statements using the equity method of accounting. under the equity method, an investment in a joint venture is initially recognised at cost. thereafter, the consolidated financial statements include the Group’s share of the profit or loss and other comprehensive income of the joint ventures, after adjustments to align the accounting policies with those of the Group, from the date that the investee becomes a joint venture.

the Group’s share of the profit or loss of the joint ventures during the financial year is included in the consolidated financial statements, after adjustments to align the accounting policies with those of the Group, from the date that joint control commences until the date that joint control ceases.

the Group’s investment in joint ventures is recorded at cost inclusive of goodwill and adjusted thereafter for accumulated impairment loss and the post acquisition change in the Group’s share of net assets of the joint venture.

When the Group’s share of losses exceeds its interest in a joint venture, the carrying amount of that interest (including any long-term interests that, in substance, form part of the Group’s net investment in the joint venture) is reduced to nil and the recognition of further losses is discontinued except to the extent that the Group has a legal or constructive obligation or has made payments on behalf of the investee. Should the joint venture subsequently report profits, the Group will only resume to recognise its share of profits after its share of profits equals to the share of losses previously not recognised.

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

the Group recognises the portion of gains or losses on the sale of assets by the Group to the joint venture that is attributable to the other venturers. the Group does not recognise its share of profits or losses from the joint venture that result from the purchase of assets by the Group from the joint venture until it resells the assets to an independent party. However, a loss on the transaction is recognised immediately if the loss provides evidence of a reduction in the net realisable value of current assets or an impairment loss. When necessary, in applying the equity method, adjustments are made to the financial statements of the joint ventures to ensure consistency of accounting policies with those of the Group.




(b) Joint Ventures (cont’d)

unrealised gains on transactions between the Group and its joint venture are eliminated to the extent of the Group’s interest in the joint venture; unrealised losses are also eliminated unless the transaction provides evidence on impairment of the asset transferred. Where necessary, in applying the equity method, adjustments are made to the financial statements of the joint venture to ensure consistency of accounting policies with those of the Group.

upon disposal of such investment, the difference between the net disposal proceeds and its carrying amount is included in profit or loss.

(c) Goodwill on business combination

Goodwill arises on the acquisition of subsidiaries.

the goodwill represents the excess of the cost of the acquisition over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquiree.

Goodwill is measured at cost and is not amortised but tested for impairment at least annually or more frequently when there is objective evidence of impairment.

Goodwill is allocated to cash generating units and is tested annually for impairment or more frequently if events or changes in circumstances indicate that it might be impaired.

In respect of equity accounted investees, the carrying amount of goodwill is included in the carrying amount of the investment. the entire carrying amount of the investment is tested for impairment when there is objective evidence of impairment.

(d) Foreign currencies

(i) ForeignCurrencyTransactions

In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional currency (foreign currencies) are recorded in Ringgit Malaysia using the exchange rates prevailing at the dates of the transactions. Monetary items denominated in foreign currencies at the reporting date are translated to the functional currencies at the exchange rates on the reporting date. non-monetary items denominated in foreign currencies are not retranslated at 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.




(d) Foreign currencies (cont’d)

(i) ForeignCurrencyTransactions(cont’d)

Foreign currency differences arising on settlement of monetary items and on retranslation of monetary items at the reporting date are recognised in profit or loss except for exchange differences arises on monetary items that form part of the Group’s net investment in foreign operation. these are initially taken directly to the foreign currency translation reserve within equity until the disposal of the foreign operations, at which time they are recognised in profit or loss. exchange differences arising on monetary items that form part of the Company’s net investment in foreign operations are recognised in profit or loss in the Company’s separate financial statements or the individual financial statements of the foreign operation, as appropriate.

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

(ii) Foreign Operations Denominated in Functional Currencies other than RinggitMalaysia

the results and financial position of foreign operations that have a functional currency different from the presentation currency (RM) of the consolidated financial statements are translated into RM as follows:-

(i) Assets and liabilities for each reporting date presented are translated at the closing rate prevailing at the reporting date; (ii) Income and expenses are translated at average exchange rates for the year, which approximates the exchange rates at the dates of the transactions; and (iii) All resulting exchange differences are taken to other comprehensive income.

Goodwill and fair value adjustments arising on the acquisition of foreign operations on or after 1 April 2006 are treated as assets and liabilities of the foreign operations and are recorded in the functional currency of the foreign operations and translated at the closing rate at the reporting date. Goodwill and fair value adjustments which arose on the acquisition of foreign subsidiaries before 1 April 2006 are deemed to be assets and liabilities of the parent company and are recorded in RM at the rate prevailing at the date of acquisition.

upon disposal of a foreign subsidiary, the cumulative amount of translation differences at the date of disposal of the subsidiary is taken to the consolidated profit or loss.




(e) Revenue Recognition

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

(i) GoodsSold

Revenue from the sale of goods is measured at fair value of the consideration received or receivable, net of returns and allowances, trade discounts and volume rebates. Revenue is recognised upon delivery of goods when the significant risks and rewards of ownership have been transferred to the buyer, 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.

(ii) RentalIncome

Rental income is recognised on an accrual basis.

(iii) DividendIncome

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

(iv) InterestIncome

Interest income is recognised on an accrual basis using the effective interest method.

(v) ManagementFees

Management fees are recognised when services are rendered.

(vi) RenderingofServices

Revenue from the installation of plating machine/equipment is recognised by reference to the stage of completion at the reporting date. Stage of completion is determined by reference to actual costs incurred to date as a percentage of total estimated costs for each contract. Where the contract outcome cannot be measured reliably, revenue is recognised to the extent of the expenses recognised that are recoverable.

NoTes To The FINANcIAL sTATeMeNTs (coNT’d)– 31 March 2013NoTes To The FINANcIAL sTATeMeNTs (coNT’d)– 31 March 2015



(f) employee benefits

(i) ShortTermEmployeeBenefits

Wages, salaries, social security contributions and bonuses are recognised as an expense in the financial year in which the associated services are rendered by employees of the Group.

Short term accumulating compensated absences such as paid annual leave are recognised when services are rendered by employees that increase their entitlement to future compensated absences, and short term non-accumulating compensated absences such as sick leave are recognised when the absences occur.

(ii) DefinedContributionPlans

the Company and subsidiaries incorporated in Malaysia make contributions to a statutory provident fund and foreign subsidiaries make contributions to their respective countries’ statutory pension schemes and recognise the contribution payable:

(a) after deducting contribution already paid as liability; and (b) as an expense in the financial year in which the employees rendered their services.

(iii) TerminationBenefits

termination benefits are payable whenever an employee’s employment is terminated before the normal retirement date or whenever an employee accepts voluntary redundancy in exchange for these benefits.

the Group recognises termination benefits when it is demonstrably committed to either terminate the employment of current employees according to a detailed formal plan without possibility of withdrawal or to provide termination benefits as a result of a proposal to encourage voluntary redundancy. Benefits falling due more than 12 months after the reporting date are discounted to present value.

(g) borrowing costs

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

All other borrowings costs are recognised in profit or loss in the period in which they are incurred. Borrowing costs consist of interest and other costs that the Group incurred in connection with the borrowing of funds.





(h) Leases

(i) FinanceLease–theGroupasLessee

Assets acquired by way of finance leases where the Group assumes substantially all the benefits and risks of ownership are classified as property, plant and equipment.

Finance leases are capitalised at the inception of the lease at the lower of the fair value of the leased property and the present value of the minimum lease payments. each lease payment is allocated between the liability and finance charges. the corresponding finance lease obligations, net of finance charges, are included in borrowings. the interest element of the finance charge is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

property, plant and equipment acquired under finance lease is depreciated in accordance with the depreciation policy for property, plant and equipment.

(ii) OperatingLease–theGroupasLessee

operating lease payments are recognised as an expense on a straight-line basis over the term of the relevant lease. the aggregate benefit of incentive provided by the lessor is recognised as a reduction of rental expense over the lease term on a straight-line basis. the up-front payment for lease of land represents prepaid land lease payments and are amortised on a straight-line basis over the lease term.

(iii) OperatingLease–theGroupasLessor

Assets leased out under operating leases are presented on the statements of financial position according to the nature of the assets. Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease.

(i) Tax expense

tax expense in profit or loss represents the aggregate amount of current and deferred tax. Current tax is the expected amount payable in respect of taxable income for the financial year, using tax rates enacted or substantially enacted by the reporting date, and any adjustments recognised for prior financial years’ tax. When an item is recognised outside profit or loss, the related tax effect is recognised either in other comprehensive income or directly in equity.




(i) Tax expense (cont’d)

Deferred tax is recognised using the liability method, on all temporary differences between the tax base of assets and liabilities and their carrying amounts in the financial statements. Deferred tax is not recognised if the temporary difference arises from goodwill or from the initial recognition of an asset or liability in a transaction, which is not a business combination and at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred tax is measured at the tax rates that are expected to apply in the period in which the assets are realised or the liabilities are settled, based on tax rates and tax laws that have been enacted or substantially enacted by the reporting date.

Deferred tax assets are recognised only to the extent that there are sufficient taxable temporary differences relating to the same taxable entity and the same taxation authority to offset or when it is probable that future taxable profits will be available against which the assets can be utilised.

Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefits will be realised. unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profit will be available for the assets to be utilised.

Deferred tax assets relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transactions either in other comprehensive income or directly in equity and deferred tax arising from business combination is adjusted against goodwill on acquisition or the amount of any excess of the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over the acquisition cost.

(j) discontinued operations

A component of the Group is classified as “discontinued operations” when the criteria to be classified as held for sale have been met or it has been disposed of and such a component represents a separate major line of business or geographical area of operations. A component is deemed to be held for sale if its carrying amounts will be recovered principally through a sale transaction rather than through continuing use.

upon classification as held for sale, non-current assets and disposal groups are not depreciated and are measured at the lower of carrying amount and fair value less costs to sell. Any differences are recognised in profit or loss.




(k) property, plant and equipment and depreciation

property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Cost includes expenditure that are directly attributable to the acquisition of the asset. Subsequent costs are included in the assets’ carrying amount or recognised as separate asset as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. the costs of the day-to- day servicing of property, plant and equipment are recognised in profit or loss as incurred.

Freehold land has an unlimited useful life and therefore is not depreciated. Assets under construction included in property, plant and equipment are not depreciated as these assets are not yet available for use. Depreciation of other property, plant and equipment is provided for on a straight-line basis to write off the cost of each asset to its residual value over the estimated useful life, at the following annual rates:

leasehold buildings over the lease period of 8 to 47 years plant and machinery 6.6% – 20% Furniture and fittings 10% – 15% Motor vehicles 10% – 33.3% office machines and equipment 7.5% – 20% Sundry tools and equipment 10% – 20% Computer equipment 20% – 33.33%

the residual values, useful lives and depreciation method are reviewed at each reporting date to ensure that the amount, method and period of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benefits embodied in the items of property, plant and equipment.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. the difference between the net disposal proceeds, if any, and the net carrying amount is recognised in profit or loss.

Fully depreciated property, plant and equipment are retained in the financial statements until they are no longer in use and no further charge for depreciation is made in respect of these property, plant and equipment.




(l) Investment properties

Investment properties are properties which are held either to earn rental income or capital appreciation or for both and which are not substantially occupied for use by, or in the operation of the Group. Such properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at fair value. Fair value is arrived at by reference to market evidence of transaction of prices for similar properties and is performed by a registered independent valuer having an appropriate recognised professional qualification and recent experience in the location and category of the properties being valued.

Gains or losses arising from changes in the fair values of investment properties are recognised in profit or loss in the financial year in which they arise.

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

(m) other Intangible Assets

Intangible assets acquired separately are measured on initial recognition at cost. the cost of intangible assets acquired in a business combination is their fair values as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. the useful lives of intangible assets are assessed to be either finite or indefinite.

Intangible assets with finite lives are amortised on a straight-line basis over the estimated economic useful lives and assessed for impairment whenever there is an indication that the intangible asset may be impaired. the amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at each reporting date.

(n) Impairment of Non-financial Assets

the carrying amounts of non-financial assets other than investment properties carried at fair value, inventories and deferred tax assets are reviewed at each reporting date to determine whether there is any indication of impairment. If such an indication exists, the asset’s recoverable amount is estimated. the recoverable amount is the higher of fair value less costs of disposal and the value in use, which is measured by reference to discounted future cash flows and is determined on an individual asset basis, unless the asset does not generate cash flows that are largely independent of those from other assets. If this is the case, recoverable amount is determined for the cash-generating unit to which the asset belongs to.




(n) Impairment of Non-financial Assets (cont’d)

An impairment loss is recognised whenever the carrying amount of an item of asset exceeds its recoverable amount. An impairment loss is recognised as expense 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 units and then to reduce the carrying amount of the other assets in the unit (group of units) on a pro-rata basis.

Any subsequent increase in recoverable amount of an asset, other than goodwill, due to a reversal of impairment loss is restricted to the carrying amount that would have been determined (net of accumulated depreciation, where applicable) had no impairment loss been recognised in prior years. the reversal of impairment loss is recognised in profit or loss.

(o) Inventories

trading inventories, finished goods, inventories-in-transit, work-in-progress and raw materials are stated at the lower of cost determined on the first-in first-out basis and net realisable value after adequate provision has been made for all deteriorated, damaged, obsolete or slow moving inventories.

Cost of finished goods and work-in-progress includes cost of raw materials, direct labour and a proportion of manufacturing overheads. Cost of trading inventories, raw materials, inventories-in-transit and stores and spares includes the original purchase price and the incidental cost of bringing the inventories to their present locations and conditions.

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

(p) contract for Rendering of services

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

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

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




(p) contract for Rendering of services (cont’d)

When the total costs incurred on service contracts plus recognised profits (less recognised losses) exceed progress billings, the balance is shown as amount due from customers on contract. When the progress billings exceed costs plus recognised profits (less recognised losses), the balance is shown as amount due to customers on contract.

(q) Financial Assets

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

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

the Group and the Company determine the classification of their financial assets at initial recognition, and has categorised the financial assets as loans and receivables and available-for-sale financial assets.

(i) LoansandReceivables

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

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

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

(ii) Available-for-saleFinancialAssets

Available-for-sale are financial assets that are designated as available for sale or are not classified in financial assets at fair value through profit or loss, held- to-maturity investments and loans and receivables.




(q) Financial Assets (cont’d)

(ii) Available-for-saleFinancialAssets(cont’d)

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

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

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

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

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

the effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. the effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument, or where appropriate, a shorter period to the net carrying amount on initial recognition.

(r) Fair Value estimation of Unquoted equity securities

the fair values of unquoted equity securities that are not traded in an active market are determined by using a variety of methods and makes assumptions based on market conditions existing at each reporting date. Where appropriate, quoted market prices or dealer quotes for similar instruments are used. Valuation techniques, such as discounted cash flow analyses, are also used to determine the fair value of securities. However, if the probabilities of various estimates cannot be reasonably measured, the Company is precluded from measuring the instruments at fair value, and the financial instruments are measured at cost.




(s) Impairment of Financial Assets

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

(i) Trade and other Receivables and other Financial Assets Carried at AmortisedCost

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

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

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

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

(ii) Available-for-saleFinancialAssets

Significant or prolonged decline in fair value below cost, significant financial difficulties of the issuer or obligor, and the disappearance of an active trading market are considerations to determine whether there is objective evidence that investment securities classified as available-for-sale financial assets are impaired.




(s) Impairment of Financial Assets (cont’d)

(ii) Available-for-saleFinancialAssets(cont’d)

If an available-for-sale financial asset is impaired, an amount comprising the difference between its cost (net of any principal payment and amortisation) and its current value, less any impairment loss previously recognised in profit or loss, is transferred from equity to profit or loss.

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

(iii) UnquotedEquitySecuritiesCarriedatCost

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

(t) cash and cash equivalents

Cash and cash equivalents comprise cash at bank and on hand, and demand deposits that are readily convertible to known amount of cash and which are subject to an insignificant risk of changes in value. For the purpose of the statements of cash flows, cash and cash equivalents are presented net of bank overdraft.

(u) share capital

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

ordinary shares are recorded at the proceeds received, net of directly attributable incremental transaction costs. ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in the period in which they are declared.




(v) Financial Liabilities

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

Financial liabilities, within the scope of MFRS 139, are recognised in the statements of financial position when, and only when, the Group and the Company become a party to the contractual provisions of the financial instrument. Financial liabilities are classified as either financial liabilities at fair value through profit or loss or other financial liabilities.

(i) OtherFinancialLiabilities

the Group’s and the Company’s other financial liabilities include trade payables, other payables including deposits and accruals and borrowings.

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

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

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

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

(w) segment Reporting

For management purposes, the Group is organised into operating segments based on their products and services which are independently managed by their respective segment managers responsible for the performance of the respective segments under their charge. the segment managers report directly to the senior management of the Company who regularly review the segment results in order to allocate resources to the segments and to assess the segment performance. Additional disclosures on each of these segments are disclosed in note 30, including the factors used to identify the reportable segments and the measurement basis of segment information.




(x) Financial Guarantee contracts

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

Financial guarantee contracts are recognised initially as a liability at fair value, net of transaction costs. Subsequent to initial recognition, financial guarantee contracts are recognised as income in profit or loss over the period of the guarantee. If the debtor fails to make payment relating to financial guarantee contract when it is due and the Group and the Company, as the issuer, is required to reimburse the holder for the associated loss, the liability is measured at the higher of the best estimate of the expenditure required to settle the present obligation at the reporting date and the amount initially recognised less cumulative amortisation.

(y) provisions

provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be estimated reliably.

provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of economic resources will be required to settle the obligation, the provision is reversed. If the effect of the time value of money is material, provisions are discounted using a current pre tax rate that reflects, where appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

(z) contingencies

A contingent liability or asset is a possible obligation or asset that arises from past events and whose existence will be confirmed only by the occurrence or non- occurrence of uncertain future event(s) not wholly within the control of the Group.

Contingent liabilities or assets are not recognised in the statements of financial positions of the Group.

(aa) Fair Value Measurement

Fair value of an asset or 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 which must be accessible to by the Group.





(aa) Fair Value Measurement (cont’d)

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 the highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

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

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

• level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities; • level 2 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable; and • level 3 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by reassessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at each reporting date.

For the purpose of fair value disclosures, the Group had determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.


4. ReVeNUe

Revenue of the Group and of the Company comprise the following:

Group company 2015 2014 2015 2014 RM RM RM RM

Management fees 2,359,255 6,980,527 1,505,153 2,061,090 Interest income - 22,653 - 22,653 Sale of goods 13,625,762 14,556,225 - - Rendering of services - 944,033 - - Rental income from investment property 10,833,969 9,716,009 10,833,969 9,716,009

26,818,986 32,219,447 12,339,122 11,799,752

5. cosT oF sALes

Cost of sales of the Group and of the Company comprise of the following:


Manufacturing and trading goods 9,227,333 10,604,723 - - Service rendered - 253,960 - - Direct expenses on investment property 2,313,096 2,293,684 2,313,096 2,293,684

11,540,429 13,152,367 2,313,096 2,293,684



6. pRoFIT/(Loss) beFoRe TAX FRoM coNTINUING opeRATIoNs

profit/(loss) before tax from continuing operations is arrived at after charging/ (crediting):


Amortisation of intangible assets 8,808 25,568 - - Auditors’ remuneration – Audit services – current financial year 223,327 172,832 80,000 80,000 – under provision in prior financial year 50,670 - - - – other services by auditor of the Company 11,000 11,000 11,000 11,000 Amount due from subsidiaries written off - - 2,043,861 - Bad debts written off 958 349,901 958 - Depreciation of property, plant and equipment 825,901 1,160,720 467,456 527,492 employee benefits expenses [note 6 (a)] 6,113,798 8,154,423 2,116,898 2,043,498 Impairment loss on goodwill - 21,839,692 - - Impairment loss on other receivables 351,892 - - - Impairment loss on amount due from a subsidiary - - 4,106,086 - Impairment loss on investment in subsidiaries - - 1,691,150 32,398,055 Impairment of property, plant and equipment 35,257 - - - Intangible assets written off 63,019 - - - Interest expenses – bank overdrafts and other bank borrowings 4,080,913 4,375,833 3,952,143 4,221,625 – others 31,827 19,054 23,164 15,760




6. pRoFIT/(Loss) beFoRe TAX FRoM coNTINUING opeRATIoNs (cont’d)

profit/(loss) before tax from continuing operations is arrived at after charging/ (crediting): (cont’d)


non-executive directors’ remuneration (note 7) 373,610 387,532 361,609 375,531 operating leases: Rental of office and computer equipment 15,569 21,389 9,720 9,835 Rental of premises 286,924 987,621 - - property, plant and equipment written off 330,163 477,869 - 518 loss on winding up of a subsidiary - - - 1,767,748 Gain on reclassification of translation reserve from other comprehensive income - - Realised foreign exchange gain - - Recovery of bad debts - - - Inventories written off - 366,616 - - Gain on disposal of property, plant and equipment - - - Interest income - Reversal of impairment loss on trade receivables - - - unrealised foreign exchange (gain)/loss 648,941 - - Waiver of amount due to subsidiary - - -

(171,143) (857,123) (195,184) (117,028) (9,460)

(10,167) (10,421) (23,274) (22,653) (71,865) (5,351)

(2,485,403)



6. pRoFIT/(Loss) beFoRe TAX FRoM coNTINUING opeRATIoNs (cont’d)

(a) employee benefits expenses


Salaries, bonus and other staff related costs 5,520,368 7,428,233 1,882,376 1,823,564 Contributions to defined contribution plans 593,430 726,190 234,522 219,934 employee benefits expenses 6,113,798 8,154,423 2,116,898 2,043,498

Included in employee benefits expenses of the Group and of the Company are executive directors’ remuneration amounting to RM1,415,370 (2014: RM1,438,638). and RM1,259,388 (2014: RM1,258,328).

7. dIRecToRs’ ReMUNeRATIoN


Directors of the Company:

executive directors Salaries and other emoluments 1,271,742 1,295,010 1,115,760 1,114,700 Contributions to defined contribution plans 143,628 143,628 143,628 143,628

1,415,370 1,438,638 1,259,388 1,258,328

non-executive directors Fees 216,000 216,000 216,000 216,000 other emoluments 157,610 171,532 145,609 159,531

373,610 387,532 361,609 375,531 Director of the subsidiary:

executive directors Salaries and other emoluments 314,590 175,569 - - Contributions to defined contribution plans 29,314 20,015 - - 343,904 195,584 - -

2,132,884 2,021,754 1,620,997 1,633,859


Benefits provided to Directors

the estimated value of benefits provided to directors during the financial year by way of usage of the Group’s and of the Company’s plant and equipment are as follows:

Group/company 2015 2014 RM RM

estimated monetary value of benefits-in-kind 10,625 21,250

8. TAX eXpeNse/(cRedIT)

7. dIRecToRs’ ReMUNeRATIoN (cont’d)



Continuing operations: Current tax: Current financial year Malaysian taxation 5,840 4,178 - - overseas taxation - - -

5,840 4,059 - - prior financial year Malaysian taxation 1,430 40,522 40,340 overseas taxation - - - -

1,430 40,522 40,340

Deferred tax: (note 17) origination of temporary differences 85,790 1,832,276 - 1,832,276

85,790 1,832,276 - 1,832,276 tax expense/(credit) from continuing operations 93,060 1,876,857 1,872,616

Tax expense attributable to discontinued operations (Note 9) - 123,126 - - total tax expense/(credit) recognised in profit or loss 93,060 1,999,983 1,872,616

(119)

(400)

(400)

(400)

(400)


8. TAX eXpeNse/(cRedIT) (cont’d)

the reconciliation from the tax amount at statutory income tax rate to the Group’s and the Company’s tax expense/(credit) is as follows:

Domestic income tax is calculated at the Malaysian Statutory tax rate of 25% (2014: 25%) of the estimated assessable profit for the financial year. taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.



profit/(loss) before tax from continuing operations 1,006,918 loss before tax from discontinued operations - - -

1,006,918

tax at Malaysian statutory income tax rate of 25% 251,730 effect of different tax rates in foreign jurisdictions 1,895,931 - - non-allowable expenses 1,818,026 5,081,856 2,136,600 8,719,504 Deferred tax assets not recognised in the financial statements 152,660 850,426 - - overseas group relief set-off - 95,093 - - overseas tax incentive - - non-taxable income - tax effect of change in tax rates on investment property - 1,832,276 - 1,832,276 effect of changes in tax rate on opening balance of deferred tax - - utilisation of deferred tax assets not recognised in prior financial years

Current financial year expense 91,630 1,959,461 - 1,832,276

under/(over) provision in prior financial year: – current tax 1,430 40,522 40,340 – deferred tax - - - -

tax expense/(credit) 93,060 1,999,983 1,872,616

(21,912,003) (5,567,049) (30,750,878)

(4,294,767)

(26,206,770) (5,567,049) (30,750,878)

(6,551,693) (1,391,800) (7,687,700)

(422,159)

(116,789) (74,289) (846,338) (712,326) (627,014)

(1,790) (490)

(745,500) (456,023) (744,800) (404,300)

(400)

(400)


8. TAX eXpeNse/(cRedIT) (cont’d)

the Group has unutilised tax losses and unabsorbed capital allowances which can be carried forward to offset against future taxable income amounting to approximately RM12,942,710 (2014: RM21,534,550) and RM1,136,180 (2014: RM1,166,060) respectively.

the Company has unutilised tax losses and unabsorbed capital allowances which can be carried forward to offset against future taxable income amounting to approximately RM3,392,150 (2014: RM6,397,630) and RM1,136,180 (2014: RM1,132,360) respectively.

During the financial year, the Group and the Company utilised its brought forward unutilised tax losses and unabsorbed capital allowance to set off against its chargeable income resulting in a tax saving of approximately RM1,142,900 (2014: RM1,026,000) and RM1,142,200 (2014: RM805,800) respectively.

the Company has approximately RM1,437,975 (2014: RM1,437,975) in the tax exempt income account in respect of reinvestment allowance and chargeable income during the year of assessment 2000 (prior year basis) available for distribution by way of tax exempt dividend.

9. dIscoNTINUed opeRATIoNs

on 20 December 2013, Amcare labs International Inc. (“AlI”) entered into an agreement to dispose to the minority shareholders of Amcare Citogenix Services Biologicos ltda and Amcare Insitus Servicos Medicos e laboratoriais ltda the entire equity interest in Amcare do Brasil Consultoria ltda (“Amcare Brasil”), representing 90% of the entire corporate issued share capital of Amcare Brasil held by AlI, a 65% owned indirect subsidiary of the Company via Zeal International Holdings ltd., a wholly owned subsidiary of the Company which is classified within health care segment. the decision to sell the segment is in line with the strategic direction of the Group to streamline its operations in order to focus on its core businesses and ventures which are viable and profitable in the mid to long term business namely investment holding, investment property and semi-conductor.




9. dIscoNTINUed opeRATIoNs (cont’d)

Statement of profit or loss disclosure the results of Amcare Brasil Group for the financial years ended 31 March 2014 were as follows:

Group 2014 RM

Revenue 2,845,149 Cost of sales Gross profit 2,621,972 other income 1,918 Administrative expenses

Loss from operations Finance costs

Loss before tax tax expense

Loss after tax loss on disposal of subsidiaries

Loss for the financial year

(223,177)

(2,887,471)

(263,581) (162,908)

(426,489) (123,126)

(549,615) (3,868,278)

(4,417,893)




the loss from discontinued operations of RM nil (2014: RM4,417,893) was attributable to:

Group 2014 RM

owners of the Company (2,862,795) non-controlling interest (1,555,098)

(4,417,893)

Included in loss before tax from discontinued operations were:

Depreciation of property, plant and equipment 37,569 employee benefits expenses 1,087,721 Interest expenses – bank borrowings 162,908 operating leases: – rental of equipment 516 – rental of premises 226,754 unrealised foreign exchange loss 161,998 Interest income (1,918)

Statement of cash flows disclosure the cash flows attributable to Amcare Brasil Group are as follows:

operating 92,285 Investing (50,492) Financing (41,771)

net cash inflow 22

Group 2014 RM

2014 RM




effect of disposal on the consolidated statement of financial position of the Group in the previous financial year was as follows:

Group 2014 RM

Assets property, plant and equipment 814,694 Intangible assets 7,398,954 Receivables, deposits and prepayments 757,333 Cash and bank balances 48,612

9,019,593

Liabilities payables and accruals 4,183,893 other borrowings 572,407 4,756,300 total net assets 4,263,293 non-controlling interest (395,014) loss on disposal of discontinued operation (3,868,278)

total consideration received 1 less: Cash and cash equivalents of subsidiaries disposed (48,612) Disposal of discontinued operations, net of cash and cash equivalents disposed (48,611)



10. eARNINGs/(Loss) peR oRdINARY shARe

basic earnings/(loss) per ordinary share

Basic earnings or loss per share amounts are calculated by dividing profit or loss for the financial year from continuing or discontinued operations attributable to owners of the Company by the weighted average number of ordinary shares outstanding (excluding treasury shares) during the financial year.

the basic earnings/(loss) per share is calculated by dividing the Group’s profit/(loss) after tax and non-controlling interests by the weighted average number of ordinary shares in issue during the financial year.

Group 2015 2014 RM RM

profit/(Loss) attributable to owners of company

From continuing operations 1,229,974 (24,223,904) From discontinued operation - (2,862,795)

From continuing and discontinued operations 1,229,974 (27,086,699) Weigthed average number of ordinary shares for basic earnings per share computation 228,728,426 228,728,426 earnings/(Loss) per ordinary share (sen)

From continuing operations 0.54 (10.59) From discontinued operation - (1.25)

From continuing and discontinued operations 0.54 (11.84)

diluted profit/(loss) per ordinary share

the Group has no dilutive potential ordinary shares. As such, there is no dilution effect on the earnings/(loss) per ordinary share of the Group for the financial year.


NOTeS TO The FINANCIAL STATeMeNTS (CONT’d)– 31 March 2015

11. PROPeRTY, PLANT ANd eQUIPMeNT

equipment, Plant and tools, plant Furniture equipment Group Land and and and Motor under buildings machinery fittings vehicles construction Total 2015 RM RM RM RM RM RM

Cost At 1 April 2014 18,585,572 6,893,187 1,598,094 1,271,087 329,274 28,677,214 Additions - 42,176 9,099 71,456 - 122,731 Disposals - - - Disposal of subsidiary - - - Written off - - - - translation difference 316,226 54,132 128,250 4,747 889 504,244

At 31 March 2015 18,356,004 3,146,756 1,735,443 1,236,654 - 24,474,857 Accumulated depreciation At 1 April 2014 5,014,073 6,434,435 1,361,210 1,252,887 - 14,062,605 Charge for the financial year 637,782 124,029 50,389 13,701 - 825,901 Disposals - - - Disposal of subsidiary - - - - translation difference 105,833 60,798 121,062 1,877 - 289,570

At 31 March 2015 5,757,688 2,828,326 1,532,661 1,164,214 - 11,282,889

Accumulated impairment loss At 1 April 2014 554,866 - - - - 554,866 Charge for the financial year - 35,257 - - - 35,257 Disposal of subsidiary - - - - translation difference 3,805 - - -

At 31 March 2015 - 39,062 - - - 39,062 Net carrying amount At 31 March 2015 12,598,316 279,368 202,782 72,440 - 13,152,906

(113,295) (110,636) (223,931) (545,794) (3,729,444) (4,275,238) (330,163) (330,163)

(97,401) (104,251) (201,652) (3,693,535) (3,693,535)

(545,792) (545,792) (9,074) (5,269)



11. PROPeRTY, PLANT ANd eQUIPMeNT (cont’d)

equipment, Plant and tools, plant Furniture equipment Group Land and and and Motor under buildings machinery fittings vehicles construction Total 2014 RM RM RM RM RM RM

Cost At 1 April 2013 18,698,707 8,249,431 1,873,519 1,265,968 282,518 30,370,143 Additions - 42,793 5,200 - 34,568 82,561 Disposal of subsidiaries - - Written off - - - translation difference 349,971 317,050 78,285 5,119 12,188 762,613

At 31 March 2014 18,585,572 6,893,187 1,598,094 1,271,087 329,274 28,677,214 Accumulated depreciation At 1 April 2013 4,300,563 6,833,317 1,446,563 1,173,109 - 13,753,552 Charge for the financial year 682,426 311,995 91,246 75,053 - 1,160,720 Disposal of subsidiaries - - Written off - - - translation difference 58,994 259,211 70,943 4,725 - 393,873

At 31 March 2014 5,014,073 6,434,435 1,361,210 1,252,887 - 14,062,605

Accumulated impairment loss At 1 April 2013 533,123 - - - - 533,123 translation difference 21,743 - - - - 21,743

At 31 March 2014 554,866 - - - - 554,866 Net carrying amount At 31 March 2014 13,016,633 458,752 236,884 18,200 329,274 14,059,743

(463,106) (389,655) (67,183) (919,944) (1,326,432) (291,727) (1,618,159)

(27,910) (65,324) (12,016) (105,250) (904,764) (235,526) (1,140,290)




Analysis of land and buildings:

Freehold land buildings Total Group RM RM RM

2015

At cost At 1 April 2014 554,866 18,030,706 18,585,572 Disposal of subsidiary - translation difference 325,298 316,226

At 31 March 2015 - 18,356,004 18,356,004 Accumulated depreciation At 1 April 2014 - 5,014,073 5,014,073 Charge for the financial year - 637,782 637,782 translation difference - 105,833 105,833

At 31 March 2015 - 5,757,688 5,757,688 Accumulated impairment loss At 1 April 2014 554,866 - 554,866 Disposal of subsidiary - translation difference -

At 31 March 2015 - - - Net carrying amount At 31 March 2015 - 12,598,316 12,598,316

(545,794) (545,794) (9,072)

(545,792) (545,792) (9,074) (9,074)



Analysis of land and building (cont’d):

Freehold land buildings Total Group RM RM RM

2014

At cost At 1 April 2013 533,123 18,165,584 18,698,707 Disposal of subsidiaries - translation difference 21,743 328,228 349,971 At 31 March 2014 554,866 18,030,706 18,585,572 Accumulated depreciation At 1 April 2013 - 4,300,563 4,300,563 Charge for the financial year - 682,426 682,426 Disposal of subsidiaries - translation difference - 45,223 45,223 At 31 March 2014 - 5,014,073 5,014,073 Accumulated impairment loss At 1 April 2013 533,123 - 533,123 translation difference 21,743 - 21,743 At 31 March 2014 554,866 - 554,866 Net carrying amount At 31 March 2014 - 13,016,633 13,016,633

(463,106) (463,106)

(14,139) (14,139)





Analysis of equipment, tools, plant and machinery:

Office machines Sundry Group and tools and Computer Plant and equipment equipment equipment machinery Total 2015 RM RM RM RM RM

Cost At 1 April 2014 577,997 1,475,316 1,806,599 3,033,275 6,893,187 Additions 40,498 - 1,678 - 42,176 Disposal - - Disposal of subsidiary - - translation difference 26,448 66,120 54,132

At 31 March 2015 536,720 1,541,436 977,145 91,455 3,146,756 Accumulated depreciation At 1 April 2014 487,725 1,251,324 1,763,916 2,931,470 6,434,435 Charge for the financial year 10,362 67,424 29,350 16,893 124,029 Disposal of subsidiary - - Disposal - - - translation difference 21,920 59,367 60,798

At 31 March 2015 422,606 1,378,115 964,184 63,421 2,828,326 Accumulated impairment loss At 1 April 2014 - - - - - Charge for the financial year 9,954 - - 25,303 35,257 translation difference 1,074 - 2,731 3,805

11,028 - - 28,034 39,062

Net carrying amount At 31 March 2015 103,086 163,321 12,961 - 279,368

(108,223) (5,072) (113,295) (829,437) (2,900,007) (3,729,444) (1,695) (36,741)

(826,868) (2,866,667) (3,693,535) (97,401) (97,401) (2,214) (18,275)



Analysis of equipment, tools, plant and machinery (cont’d):

Office machines Sundry Group and tools and Computer Plant and equipment equipment equipment machinery Total 2014 RM RM RM RM RM

Cost At 1 April 2013 649,739 1,742,945 1,809,875 4,046,872 8,249,431 Additions 37,334 - 3,307 2,152 42,793 Disposal of subsidiaries - - Written off - - translation difference 21,773 70,731 44,712 179,834 317,050

At 31 March 2014 577,997 1,475,316 1,806,599 3,033,275 6,893,187 Accumulated depreciation At 1 April 2013 530,560 1,156,882 1,664,832 3,481,043 6,833,317 Charge for the financial year 21,966 94,229 74,290 121,510 311,995 Disposal of subsidiaries - - Written off - - translation difference 18,516 49,017 41,314 150,364 259,211

At 31 March 2014 487,725 1,251,324 1,763,916 2,931,470 6,434,435 Net carrying amount At 31 March 2014 90,272 223,992 42,683 101,805 458,752

(338,360) (51,295) (389,655) (130,849) (1,195,583) (1,326,432)

(48,804) (16,520) (65,324) (83,317) (821,447) (904,764)




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(a) the buildings of the Group and of the Company have been pledged to a licensed bank for banking facilities granted to the Group.

(b) In the previous financial year, plant and equipment under construction relates to fabrication of a new machine.

(c) During the financial year, the Group and the Company acquired property, plant and equipment with aggregate cost of RM122,731 (2014: RM82,561) and RM nil (2014: RM14,440) respectively of which are satisfied as follows:

Group Company 2015 2014 2015 2014 RM RM RM RM

Cash payments 86,735 82,561 - 14,440 Finance lease 35,996 - - -

122,731 82,561 - 14,440

(d) property, plant and equipment acquired under finance lease arrangements are as follows:

Group/Company 2015 2014 RM RM

net carrying amount office machines and equipment 34,934 -




At fair value At beginning of the financial year 140,477,458 140,016,365 Additions - 461,093

At end of the financial year 140,477,458 140,477,458

the investment property is pledged to a licensed bank for term loan granted to the Company as mentioned in note 27. Rental income generated from and direct operating expenses incurred on investment property are as follows:


Rental income 10,833,969 9,716,009 Direct operating expenses – generated rental income 2,313,096 2,293,684

Fair value hierarchy disclosures for investment properties have been provided in note 34.

the estimated fair value of the investment property performed by management is based on an independent professional valuation with reference to the direct comparison method, being comparison of current prices in an active market for similar properties in the same location and condition and where necessary, adjusting for location, terrain, size, present market trends and other differences. the most significant input into this valuation is price per square foot of comparable properties.

12. INVeSTMeNT PROPeRTY

the investment property of the Group and of the Company is the Wisma Chase perdana building. the fair value of the said property as at 31 March 2015 was approximately RM140.5 million (2014: RM140.5 million). the fair value was arrived at after taking into consideration the valuation conducted by an external professional firm of surveyors and valuers using the comparison method.


13. SUbSIdIARIeS

Company 2015 2014 RM RM

unquoted shares, at cost At beginning of the financial year 37,007,739 42,175,487 Written off - Winding up of subsidiary -

At end of the financial year 37,007,739 37,007,739 less: Accumulated impairment loss At beginning of the financial year Additions Written off - 3,400,000 At end of the financial year 57 1,691,207 Amount due from subsidiaries 134,658,399 138,329,556 less : Allowance for impairment loss At beginning of the financial year Addition At end of the financial year

16,915,438 24,692,681

16,915,495 26,383,888

the amount due from subsidiaries is non-trade in nature, unsecured and interest free. the settlement of the amount is neither planned nor likely to occur in the foreseeable future. As this amount is, in substance, a part of the Company’s net investment in the subsidiaries, it is stated at cost less accumulated impairment loss.


Amount due to subsidiaries note

Interes bearing (a) 792,101 - non-interest bearing (b) 467,915 306,556 1,260,016 306,556

(3,400,000) (1,767,748)

(35,316,532) (35,177,459) (1,691,150) (3,539,073)

(37,007,682) (35,316,532)

(113,636,875) (84,777,893) (4,106,086) (28,858,982) (117,742,961) (113,636,875)


13. SUbSIdIARIeS (cont’d)

the management performed an impairment test for the Company’s investment in subsidiaries and due from subsidiaries in view of the continuing losses of the subsidiaries. Full impairment on investments in certain subsidiaries and amount due from certain subsidiaries amounting to RM1,691,150 (2014: RM3,539,073) and RM4,106,086 (2014: RM3,589,372) respectively was recognised as those subsidiaries had become inactive during the financial year. In the previous financial year, an impairment of RM25,269,610 was also recognised on amount due from a subsidiary to its recoverable amounts. the recoverable amount had been determined based on a value in use calculation using cash flow projections from financial budgets approved by management covering a five-year period. the pre-tax discount rate applied to the cash flow projections and the forecasted growth rate used to extrapolate cash flow projections beyond the five-year period are 12.33% and 2.00% respectively.

Amount due to subsidiaries:

(a) Amounts due to subsidiaries consist of advances and recoverable expenses which are non-trade in nature, unsecured, bears interest at rate of 6.00% (2014: nil) per annum, expected to be settled in cash and is repayable on demand. (b) Amounts due to subsidiaries consist of advances and recoverable expenses which are non-trade in nature, unsecured, interest free and expected to be settled in cash and is repayable on demand.

the particulars of the subsidiaries are as follows:

Sitt tatt Marketing Sdn. Bhd. Malaysia 100% 100% Dormant

turiya technologies Republic of 100% 100% Investment holding pte. ltd. ** Singapore turiya-CH Management Malaysia 51% 51% provision of Services Sdn. Bhd. management services

turiya technologies (M) Malaysia 100% 100% Domant Sdn. Bhd. * Iconic Global limited ** Republic of 75% 75% Investment holding Singapore Zeal International Holdings Republic of 100% 100% Investment holding ltd. Ç Seychelles

Country of Name of company incorporation 2015 2014 Principal activities

effective ownershipinterest/ Voting

rights

Principal place ofbusiness/







rights


Subsidiaries of Turiya Technologies Pte. Ltd. CeM Machinery pte. ltd. ** Republic of - 100% Manufacturing of Singapore industrial machinery

pyramid Manufacturing Republic of 100% 100% Manufacturing and Industries pte. ltd. ** Singapore trading in chemicals

palmpath pte. ltd. ^ Republic of 100% 100% Dormant Singapore Subsidiary of Pyramid Manufacturing Industries Pte. Ltd. Wuxi CeM electronics people’s Republic 100% - Ceased operation equipment Co. ltd. * of China during the financial year

Subsidiary of CEM Electronics Machinery Pte. Ltd. Wuxi CeM electronics people’s Republic - 100% Manufacturing of equipment Co. ltd. * of China industrial machinery and chemicals

Subsidiary of Iconic Global Limited

thye Seng trading Company Republic of 100% 100% Dormant private limited ^ Singapore Subsidiary of Zeal International Holdings Ltd Amcare Group International British Virgin 72% 72% Investment holding ltd. ç Islands

Subsidiary of Amcare Group International Ltd. Alliance Health partners Inc. ç British Virgin 72% 72% Investment holding Islands

Subsidiary of Alliance Health Partners Inc.

Amcare lab International united States of 65% 65% establishment of global Inc. *ø America network of laboratory medicine systems




Subsidiaries of Amcare Labs International Inc. Amcare labs emirates British Virgin 65% 65% Dormant limited * ç Islands



rights


@ under members’ voluntary winding up * Audited by firms of auditors other than Baker tilly AC ** Audited by independent member firm of Baker tilly International in the respective countries ^ Deregistered via strike off on 12 May 2015 ç not required to be audited under the local laws and regulations. ø Subsidiary with auditors’ report that contained a qualified opinion on the basis of the matter described below: Amcare labs International Inc. (“AlI”)’s investments in Amcare do Brasil Consultoria ltda., Amcare Citogenix Servicos Biologicos ltda., and Amcare InSitus Servicos Medicos e leboratoriais ltda., which were disposed of during the financial year ended 31 March 2014, are consolidated with AlI and AlI’s share of net loss from discontinued operations of uSD2,164,604 included in the consolidated statement of comprehensive income/(loss) for the financial year ended 31 March 2014. the auditors were unable to obtain sufficient appropriate evidence about AlI’s share of Amcare do Brasil Consultoria ltda., Amcare Citogenix Servicos Biologicos ltda., and Amcare InSitus Servicos Medicos e laboratoriais ltda.’s net loss from discontinued operations because the auditors were denied access to the financial information of these subsidiaires. Consequently, the auditors were unable to determine whether any adjustments to the consolidated statements of comprehensive income/(loss), changes in equity and cash flows for the financial year ended 31 March 2014 were necessary. this caused the auditors to qualify their audit opinion on the consolidated financial statements for the financial year ended 31 March 2014. Since the prior financial year results of operations affect opening retained earnings, they were unable to determine whether adjustments to the opening retained earnings might be necessary for the financial year ended 31 March 2015. their opinion on the current financial year’s consolidated financial statements was also modified because of the possible effect of this matter on the comparability of the current financial year’s figures and the corresponding figures.




the auditors’ report dated 18 July 2014 on the financial statements of the Group for the financial year ended 31 March 2014 included a qualified opinion on the consolidated statement of profit or loss and other comprehensive income of the Group. the audited financial statements of Amcare Do Brasil Consultoria ltda, Amcare Citogenix Servicos Biologicos ltda and Amcare InSitus Servicos Medicos e laboratoriais ltda, for the financial year ended 31 March 2014 were not available and the said subsidiaries were disposed on 20 December 2013. the financial statements of the Group had been consolidated using the unaudited management financial statements of the said subsidiaries.

the auditors were unable to obtain sufficient appropriate audit evidence on the appropriateness of the results of the said subsidiaries for the financial year ended 31 March 2014 that were included in the consolidated statement of profit or loss and other comprehensive income of the Group. In addition, the loss on disposal of the subsidiaries amounting to RM3,868,278 was also accounted for using the unaudited management financial statements of the said subsidiaries. the auditors were also unable to obtain sufficient appropriate audit evidence on the said loss on disposal of the subsidiaries of RM3,868,278. Consequently, the auditors were unable to determine whether any adjustments to these amounts were necessary.

Since the abovementioned subsidiaries were disposed of in the previous financial year, all the results of the subsidiaries together with loss on disposal have been recognised within the loss for the financial year from discontinued operation in the consolidated statement of profit or loss and other comprehensive income in the previous financial year and is included in the retained earnings of the Group as at 31 March 2014. As such, the abovementioned subsidiaries have no impact on the consolidated financial statements for the financial year ended 31 March 2015.



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the financial information of Iconic Global limited, turiya-CH Management Services Sdn. Bhd. and Amcare labs International Inc. and its subsidiaries before intra-group elimination of the subsidiaries that have material nCI as of the reporting date are as follows:

Amcare Turiya-Ch Labs Iconic Management International Global Services Inc. and its Limited Sdn. bhd. subsidiaries RM RM RM

2015

Assets and liabilities non-current assets - 4,984 3,861 Current assets 5,461 675,850 2,181 Current liabilities

net (liabilities)/assets 381,315 Results Revenue - 1,322,159 351,892 (loss)/profit for the financial year 17,521 total comprehensive (loss)/income 17,521

Cash flows used in operating activities Cash flows used in investing activities - - Cash flows from/(used in) financing activities 172,280 - net decrease in cash and cash equivalents Dividends paid to nCI - - -

(6,013,623) (299,519) (1,535,209)

(6,008,162) (1,529,167)

(412,218) (623,744) (417,676) (684,549)

(173,218) (137,296) (414,170) (1,678) (532,606) (938) (138,974) (946,776)



the financial information of Iconic Global limited, turiya-CH Management Services Sdn. Bhd. and Amcare labs International Inc. and its subsidiaries before intra-group elimination of the subsidiaries that have material nCI as of the reporting date are as follows: (cont’d)

Amcare Turiya-Ch Labs Iconic Management International Global Services Inc. and its Limited Sdn. bhd. subsidiaries RM RM RM

2014

Assets and liabilities non-current assets - 13,902 5,658 Current assets 38,386 630,832 1,821,731 Current liabilities

net (liabilities)/assets 363,794 Results Revenue - 2,385,965 3,753,978 (loss)/profit for the financial year 121,548 total comprehensive (loss)/income 121,548

Cash flows (used in)/from operating activities 44,179 945,005 Cash flows used in investing activities - - Cash flows from/(used in) financing activities 621,389 8,904 net (decrease)/increase in cash and cash equivalents 53,083 815,970

Dividends paid to nCI - - -

there are no significant restrictions on the Company’s ability to access or use the assets and settle the liabilities of the Group.


(5,397,310) (280,940) (2,563,900)

(5,358,924) (736,511)

(626,411) (2,879,922) (626,411) (3,527,673)

(659,254) (48,612)

(80,423) (37,865)




Disposal of subsidiary

on 1 october 2014, the Company’s wholly-owned subsidiary, turiya technologies pte. ltd. (“ttpl”) had disposed of the entire issued and paid-up share capital in its wholly-owned subsidiary, CeM Machinery pte. ltd. (“CeM”) to Mr. R. Kalaichelvan for a total cash consideration of RM5 only. As a result, CeM ceased to be a subsidiary of the Company.

effect of disposal on the financial position of the Group is as follows:

2015 RM

Assets property, plant and equipments 35,911 Intangible asset 3,731 Receivables, deposits and prepayments 385,679 Cash and bank balances 45,077

470,398 Liability payables and accruals (470,393) total net asset 5 Reclassification of translation reserve to profit or loss (308,324) Gain on disposal of subsidiary 308,324

total cash consideration 5 less: Cash and cash equivalents of subsidiary disposed (45,077)

Disposal of subsidiary, net of cash and cash equivalents disposed (45,072)



Interest held by Zeal International Holdings Ltd.

Health Invest British Virgin 50% 50% Web based electronic International ltd. Islands medical records

country of Nature of Name of company incorporation 2015 2014 relationship


rights


the Group has not recognised losses related to Health Invest International ltd., totalling RM20,875 (2014: RM40,552) in the current financial year and RM2,312,240 (2014: RM2,291,365) cumulatively, since the Group has no obligation in respect of these losses.

the Group’s joint venture is not material individually or in aggregate to the financial position, financial performance and cash flows of the Group.

there are no contingent liabilities that are incurred jointly with other investors.

the particulars of the joint venture are as follows:

14. INVeSTMeNT IN JOINT VeNTURe


unquoted share 3 3


15. INTANGIbLe ASSeTS

Goodwill on Club consolidation Patent membership Total RM RM RM RM

Group 2015

(i) Cost At 1 April 2014 180,048,228 371,075 32,746 180,452,049 Disposal of subsidiary - - Written off - translation difference 8,193,524 780 88 8,194,392

At 31 March 2015 188,241,752 - - 188,241,752

(ii) Accumulated amortisation At 1 April 2014 - 304,702 - 304,702 Charge during the financial year - 8,808 - 8,808 Disposal of subsidiary - - Written off - - translation difference - 673 - 673

At 31 March 2015 - - - -

(iii) Accumulated impairment loss At 1 April 2014 176,481,876 - 23,693 176,505,569 Written off - - Charge during the financial year - - - - translation difference 8,046,339 - 63 8,046,402

At 31 March 2015 184,528,215 - - 184,528,215

Net carrying amount At 31 March 2015 3,713,537 - - 3,713,537


(11,476) (11,476) (360,379) (32,834) (393,213)

(7,745) (7,745) (306,438) (306,438)

(23,756) (23,756)


15. INTANGIbLe ASSeTS (cont’d)


Goodwill on Club consolidation Patent membership Total RM RM RM RM

Group 2014

(i) Cost At 1 April 2013 188,366,930 356,534 31,462 188,754,926 Disposal of subsidiaries (16,235,577) - - (16,235,577) translation difference 7,916,875 14,541 1,284 7,932,700 At 31 March 2014 180,048,228 371,075 32,746 180,452,049 (ii) Accumulated amortisation At 1 April 2013 - 267,721 - 267,721 Charge during the financial year - 25,568 - 25,568 translation difference - 11,413 - 11,413

At 31 March 2014 - 304,702 - 304,702 (iii) Accumulated impairment loss At 1 April 2013 156,603,858 - 22,763 156,626,621 Disposal of subsidiaries (8,836,622) - - (8,836,622) Charge during the financial year 21,839,692 - - 21,839,692 translation difference 6,874,948 - 930 6,875,878

At 31 March 2014 176,481,876 - 23,693 176,505,569 Net carrying amount At 31 March 2014 3,566,352 66,373 9,053 3,641,778


15. INTANGIbLe ASSeTS (cont’d)

(a) Impairment tests for goodwill

Goodwill on acquisition is allocated to the Group’s cash-generating units (“CGu”), business segment as follows:


Semi-conductor 3,713,537 3,566,352

Goodwill is tested annually for impairment, including in the year of its initial recognition, as well as when there are indicators of impairment. Impairment losses are recognised when the carrying amount of the cash generating unit to which the goodwill has been allocated exceeds its recoverable amount. Impairment loss is recognised in the consolidated statement of profit or loss and other comprehensive income and subsequent reversal is not allowed.

the recoverable amount of semi-conductor segment is determined based on value-in-use calculations using cash flow projections based on financial budgets approved by management covering a five-year period. Cash flows beyond the five- year period are extrapolated using the growth rates stated below. the following describes each key assumption on which management has based its cash flow projections to undertake impairment testing of goodwill:-

(i) Budgeted gross margin the budgeted gross margin of 33% (2014: 30% to 47%) is based on the management’s expectation of market developments in the industry.

(ii) Growth rate Growth rate of 2% (2014: nil to 2%) was extrapolated for cash flows beyond the 5-year period as the management does not anticipate significant growth.

(iii) Discount rate the pre-tax discount rate used of 12.33% (2014: 12.33% to 14.02%) which reflected specific risks of chemical trading and manufacturing of semiconductor equipment segment in the Republic of Singapore and the people’s Republic of China.

the management believes that no reasonable change in the above key assumptions would cause the carrying amount of the goodwill to exceed its recoverable amounts.



the components of deferred tax assets and liabilities prior to offsetting are as follows:


unabsorbed capital allowances unutilised tax losses - - - Investment property * 1,832,276 1,832,276 1,832,276 1,832,276 Difference between the carrying amounts of property, plant and equipment and their tax bases 200,505 116,854 (8,200) 14,430

2,024,581 1,931,400 1,832,276 1,832,276

16. OTheR INVeSTMeNT


At 1 April 2014/2013 1,931,400 95,240 1,832,276 - Recognised in profit or loss (note 8) 85,790 1,832,276 - 1,832,276 translation difference 7,391 3,884 - -

At 31 March 2,024,581 1,931,400 1,832,276 1,832,276


Available-for-sale financial assets unquoted shares, at cost At 1 April 2014/2013 and 31 March 2015/2014 12,500,002 12,500,002


Included is an amount of RM12,500,000 representing equity interest of 2.08% (2014: 2.08%) in Academic Medical Centre Sdn. Bhd., a company incorporated in Malaysia.

17. deFeRRed TAx LIAbILITIeS

*TherateappliedtocomputethedeferredtaxisbasedonRealPropertyGainTaxof5%.

(8,200) (14,430) (8,200) (14,430) (3,300)


2015 2014 RM RM

Group unutilised tax losses, unabsorbed capital allowances and others 14,046,100 22,642,300 Company unutilised tax losses, unabsorbed capital allowances and others 4,495,500 7,474,500

Included in unutilised tax losses of the Group is an amount of RM4,923,281 which will expire in the year 2034.


17. deFeRRed TAx LIAbILITIeS (cont’d)

the deferred tax assets of the Company and certain subsidiaries not recognised in the financial statements are in respect of the following temporary differences:

18. INVeNTORIeS


At cost: Finished goods 500,543 731,285 Raw materials 244,933 543,754 745,476 1,275,039

Cost of inventories recognised as expense and included in cost of sales during the financial year amounted to RM9,227,333 (2014: RM10,604,723).


2015 2014 RM RM

Group trade receivables 4,587,382 5,220,264 Due from customer on construction contracts * - 147,037

4,587,382 5,367,301 less: Allowance for impairment loss - -

4,587,382 5,367,301 * Due from customer on construction contracts Aggregate costs incurred and profit recognised (less losses recognised) to date on uncompleted construction contracts - 1,175,131 less: progress billings - (1,028,094)

- 147,037

Company trade receivables 25,434 237,482

Included in trade receivables of the Group is an amount of RM1,229,033 (2014: RM1,192,196) owing by companies in which the Company and/or a director has substantial financial interest.

(a) Credit terms of trade receivables

trade receivables are non-interest bearing and are generally on 30 to 60 days (2014: 30 to 60 days) terms.


19. TRAde ReCeIVAbLeS


19. TRAde ReCeIVAbLeS (cont’d)

(b) Aging analysis of trade receivables


neither past due nor impaired 1,806,026 1,692,783 17,183 550 1 to 30 days past due but not impaired 748,072 1,110,742 5,236 91,731 31 to 60 days past due but not impaired 164,060 456,540 1,870 91,166 61 to 90 days past due but not impaired 173,090 362,799 - 47,006 91 to 120 days past due but not impaired 46,850 112,095 - 7,029 More than 121 days past due but not impaired 1,649,284 1,485,305 1,145 -

2,781,356 3,527,481 8,251 236,932 Impaired - - - -

4,587,382 5,220,264 25,434 237,482

Receivables that are neither past due nor impaired

trade receivables that are neither past due nor impaired are credit worthy debtors with good payment records with the Group and the Company.

none of the Group’s and the Company’s trade receivables that are neither past due nor impaired have been renegotiated during the financial year.

Receivables that are past due but not impaired

the Group and the Company have trade receivables amounting to RM2,781,356 (2014: RM3,527,481) and RM8,251 (2014: RM236,932) respectively that are past due at the reporting date but not impaired.

no impairment loss on trade receivables has been made as, in the opinion of the management, the debts would be collected in full within the next twelve months.



19. TRAde ReCeIVAbLeS (cont’d)

(b) Aging analysis of trade receivables (cont’d)

Receivables that are impaired

the movements of the allowance accounts used to record the impairment loss are as follows:

At 1 April 2014/2013 - 387,109 Written off - (323,435) Reversal (note 6) - (71,865) translation differences - 8,191

At 31 March - -


trade receivables that are individually determined to be impaired at the reporting date relate to debtors that are in significant financial difficulties and have defaulted on payments. these receivables are not secured by any collateral or credit enhancements. the Group and the Company have no debtors that are collectively determined to be impaired at the reporting date.


20. OTheR ReCeIVAbLeS, dePOSITS ANd PRePAYMeNTS


other receivables, deposits and prepayments 21,570,303 21,443,758 6,138,479 5,035,238 less: Allowance for impairment loss (a)

11,141,605 12,594,654 5,966,667 4,863,426

(10,428,698) (8,849,104) (171,812) (171,812)


20. OTheR ReCeIVAbLeS, dePOSITS ANd PRePAYMeNTS (cont’d)


the other receivables, deposits and prepayments comprise:

external parties 112,553 1,250,432 2,381 2,329 A company in which the Company and a director has financial interest (b) 5,338,163 4,461,176 5,286,190 4,488,476 Joint venture (b) 148,935 107,602 64,484 22,016 Related company (b) 189,275 132,483 189,275 132,483 Deposits (c) 4,951,485 6,437,324 111,400 110,900 prepayments 401,194 205,637 312,937 107,222

11,141,605 12,594,654 5,966,667 4,863,426

(a) the movements of the allowance accounts used to record the impairment loss are as follows:


At 1 April 2014/2013 8,849,104 8,371,236 171,812 171,812 Charge during the financial year 351,892 - - - translation difference 1,227,702 477,868 - -

At 31 March 10,428,698 8,849,104 171,812 171,812

other receivables that are individually determined to be impaired at the reporting date relate to debtors that are in significant financial difficulties. these receivables are not secured by any collateral or credit enhancements.

(b) the amounts are non-trade in nature, unsecured, interest free, and repayable on demand in cash.



20. OTheR ReCeIVAbLeS, dePOSITS ANd PRePAYMeNTS (cont’d)

(c) Included in the Group deposits is a balance of RM4,800,000 (2014: RM6,000,000) placed by turiya technologies pte. ltd. (“turiya tech”), a wholly owned subsidiary of the Company with Crestino International limited (“Crestino”) pursuant to a Memorandum of understanding (“Mou”) entered with Crestino on 9 May 2008 to participate in the business of constructing and operating palm oil mills (“Business”) in Indonesia. the parties subsequently entered into a supplemental agreement on 7 november 2008 to extend the option period to a further six months expiring on 7 May 2009. the said option period was subsequently extended to 6 July 2009 and again extended to 31 December 2011. Subsequently, the said option period was further extended to 31 December 2012. In addition, the supplementary agreement entered on 1 December 2011 further provides that should the funding for the palm oil mills are not secured within the next twenty four months from 31 December 2012, Crestino will arrange for the repayment of the deposit to turiya tech. on 31 December 2014, the supplementary agreement was further extended for a period of 12 months effective from 31 December 2014 and shall expire on 30 December 2015.

pursuant to the Mou, the Company deposited the RM20 million (“the Said Sum”) with Messrs. Shook lin and Bok and on the instructions of the Company, the Said Sum was remitted to Ithmaar Development Company (“IDC”) on 12 May 2008. IDC has agreed in principal to finance the Business and the deposit of the Said Sum is a pre-condition for such financing. During year 2008, the deposit with IDC was taken over by empire Holdings limited (“eHl”), the holding company of the Company. Subsequently, the amount owing by eHl to Crestino was settled via disposal of eHl’s indirect subsidiary to Crestino.

In the event that Crestino and turiya tech are not able to agree upon the manner and the terms and conditions for turiya tech’s participation in the Business and/or the formal agreements in relation to such participation are not executed by the parties within the option period, Crestino shall immediately procure and ensure the refund of the Said Sum to turiya tech and the Mou shall cease.

Also, in the event that Crestino fails to, refuses or neglects to secure the refund of the Said Sum in accordance with aforesaid, turiya tech shall have the right to assume full control and ownership of Crestino and the business and the mills without further consideration or value being payable by turiya tech and further that Crestino shall fully and effectively transfer, and assign all of its rights, title and interest in the business and the mills to turiya tech without further consideration and value being payable by turiya tech.

pending the resolution of the above, Crestino has entered into a Memorandum of Deposit with turiya tech on 7 June 2010 to provide security for the deposit of the Said Sum by pledging shares of its subsidiary as security with the proviso that turiya tech’s approval need to be obtained if the land of the company is to be disposed or used for any other purpose. As at 31 December 2014, the subsidiary has sufficient net assets after accounting for the value of the land.



21. dePOSITS WITh LICeNSed bANKS

the deposits with licensed bank of the Group and the Company bear effective interest at rate of 2.30% (2014: 2.00% to 2.30%) per annum with maturity period of 1 day (2014: 1 day to 3 days).

22. ShARe CAPITAL


the holders of ordinary share are entitled to receive dividends from time to time and are entitled to one vote per share at meeting of the Company. All shares rank equally with regards to the Company’s residual assets.

23. ReSeRVeS


Authorised: 450,000,000 ordinary shares of RM1 each 450,000,000 450,000,000 50,000,000 irredeemable convertible preference shares of RM1 each 50,000,000 50,000,000 500,000,000 500,000,000 Issued and fully paid: 228,728,426 ordinary shares of RM1 each 228,728,426 228,728,426


Share premium * 52,050,206 52,050,206 52,050,206 52,050,206 Foreign currency translation reserve * 6,852,529 6,443,556 - - Accumulated losses

*Thesereservesarenotavailablefordistributionasdividends.

(a) Share premium the share premium arose from the issue of the Company’s shares at a premium.

(160,831,509) (162,061,483) (152,779,791) (147,213,142)

(101,928,774) (103,567,721) (100,729,585) (95,162,936)



other payables 3,969,739 3,653,832 1,553,620 1,399,116 Accruals 894,079 1,039,332 212,446 148,146 Rental and utilities deposits 1,932,862 1,726,040 1,932,862 1,726,040

6,796,680 6,419,204 3,698,928 3,273,302

Included in other payables of the Group and of the Company are amounts of RM1,757,016 (2014: RM1,318,141) and RM1,330,546 (2014: RM1,318,141) owing to related companies. these amounts are non-trade in nature, unsecured, interest free, expected to be settled in cash and are repayable on demand.

23. ReSeRVeS (cont’d)

(b) Foreign currency translation reserve

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

24. TRAde PAYAbLeS

the normal trade credit terms granted by the trade payables are generally ranging from 30 to 60 days (2014: 30 to 60 days).

25. AMOUNT dUe TO hOLdING COMPANY

the amount is non-trade in nature, unsecured, interest free and repayable on demand in cash.

26. OTheR PAYAbLeS ANd ACCRUALS




27. bORROWINGS

Group and Company 2015 2014 RM RM

Within 12 months 4,007,496 3,716,949 More than 1 year but up to 2 years 4,320,755 4,007,496 More than 2 years but up to 3 years 4,658,500 4,320,755 More than 3 years but up to 4 years 5,022,647 4,658,500 More than 4 years but up 5 years 5,415,258 5,022,647 After 5 years 26,885,093 32,300,351 50,309,749 54,026,698


Non-current term loan – secured 46,302,253 50,309,749 46,302,253 50,309,749 Finance lease liabilities – Singapore Dollar 30,215 - - - 46,332,468 50,309,749 46,302,253 50,309,749

Current term loan – secured 4,007,496 3,716,949 4,007,496 3,716,949 Bank overdrafts – secured – Singapore Dollar 2,468,708 2,694,039 - - Bank line of credit – unsecured – united States Dollar - 550,842 - - Finance lease liabilities – Singapore Dollar 6,633 - - -

6,482,837 6,961,830 4,007,496 3,716,949 52,815,305 57,271,579 50,309,749 54,026,698

Term Loan

the term loan is repayable as follows:



27. bORROWINGS (cont’d)

the term loan of the Group and of the Company is secured by:

(a) legal charge over building known as Wisma Chase perdana, held under lot 51452, Changkat Semantan, Damansara Heights, 50490 Kuala lumpur (note 11 and 12); and (b) deed of assignment over rental proceeds of the 26 strata office units and car parks in Wisma Chase perdana.

the term loan bear interest at an interest rate of 7.55% (2014: 7.55%) per annum.

bank Overdrafts

the bank overdrafts of the Group are secured by:

(a) corporate guarantee by the Company; and (b) a legal charge over a subsidiary’s property.

the bank overdrafts bear interest at a rate of 6.00% (2014: 6.00%) per annum.

bank Line of Credit

the bank line of credit bore interest at a rate of 2.32% per annum in the previous financial year.

Finance Lease Liabilities

Finance lease liabilities are payable as follows:


Future minimum lease payments 42,267 - less: Future finance charges (5,419) -

total present value of minimum lease payments 36,848 -

payable within one year Future minimum lease payments 8,597 - less: Future finance charges (1,964) -

present value of minimum lease payments 6,633 -

payable more than 1 year but not more than 5 years Future minimum lease payments 33,670 - less: Future finance charges (3,455) -

present value of minimum lease payments 30,215 -

total present value of minimum lease payments 36,848 -

the finance lease liabilities bear effective interest at a rate of 3.00% (2014: nil) per annum.


28. OPeRATING LeASe ARRANGeMeNTS

(a) the Group as lessee

total future minimum lease payments under non-cancellable operating lease in relation to the land and building, computer and office equipments of the Company and a subsidiary are as follows:


payable within 1 year 129,562 147,684 6,480 6,480 payable after 1 year but not later than 5 years 498,271 494,776 5,940 12,420 payable after 5 years 2,774,490 2,533,957 - - 3,402,323 3,176,417 12,420 18,900

the Group leases land and office equipment under operating leases. the leases run for a period of between 5 and 30 years.

29. ReLATed PARTY dISCLOSUReS

(a) Identity of Related Party

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

the Group and the Company have a related party relationship with its subsidiaries, joint venture, key management personnel, related company, related parties and persons connected to directors. Related company refers to subsidiary of holding company. Related parties refer to companies in which certain directors of the Company have substantial financial interests.



29. ReLATed PARTY dISCLOSUReS (cont’d)

(b) Related Party Transactions and balances

In addition to the transactions disclosed elsewhere in the financial statements, the Group and the Company had the following transactions with related parties during the financial year:

Company 2015 2014 RM RM

Transactions with subsidiaries

turiya-CH Management Services Sdn. Bhd. – Management fees paid/payable 819,948 1,494,816

Zeal International Holdings ltd – Interest income received/receivable - 19,837

Arcline Sdn. Bhd. – Waiver of amount due to subsidiary - (2,485,403)

turiya technologies pte. ltd. – Interest paid/payable 10,541 -

Transactions with a company in which the Company and a director has substantial financial interest

Academic Medical Centre Sdn. Bhd. – Management fees received/receivable 1,505,153 2,061,099 – Rental of office received/receivable 48,154 47,203

Transactions with related company

Chase perdana Sdn. Bhd. (“CpSB”) (The Company and CPSB have a common holding company ) – Rental of office received/receivable 228,593 228,242



Transactions with a company in which the Company and a director has financial interest

Academic Medical Centre Sdn. Bhd. – Management fees received/receivable 1,505,153 2,335,409 – Rental of office received/receivable 48,154 47,203


29. ReLATed PARTY dISCLOSUReS (cont’d)

(b) Related Party Transactions and balances (cont’d)

In addition to the transactions disclosed elsewhere in the financial statements, the Group and the Company had the following transactions with related parties during the financial year: (cont’d) Group 2015 2014 RM RM

Transactions with related company Chase perdana Sdn. Bhd. (“CpSB”) (the Company and CpSB have a common holding company ) – Management fees received/receivable 502,210 891,149 – Rental of office received/receivable 228,593 228,242

(c) Compensation of Key Management Personnel

Key management personnel includes personnel having authority and responsibility for planning, directing and controlling activities of the entity, including directors of the Group and of the Company.

the remuneration of the key management personnel (including directors) is as follows:


Information on related party balances are disclosed in notes 13, 19, 20, 25 and 26.


Salaries and other employee benefits 1,959,942 2,599,116 1,477,869 1,490,231 Contribution to statutory provident fund 172,942 177,125 143,628 143,628 estimated monetary value of benefits-in-kind 10,625 21,250 10,625 21,250

2,143,509 2,797,491 1,631,622 1,655,109

Included in the key management personnel compensation are: Directors’ remuneration and fees of the Company 1,620,997 1,633,859 1,620,997 1,633,859 Directors’ remuneration of subsidiaries 511,887 387,895 - - estimated monetary value of benefits-in-kind 10,625 21,250 10,625 21,250

2,143,509 2,043,004 1,631,622 1,655,109


30. SeGMeNT INFORMATION

For management purposes, the Group is organised into business segments based on their products and services. the Group’s chief operation decision maker reviews the information of each business segment on monthly basis for the purposes of resource allocation and assessment of segment performance. therefore, the Group’s reportable segments under MFRS 8 are as follows:

Investment holding Investment holding and provision of management consultancy services. Investment property Rental of office lots. Semi conductor Manufacturing industrial machineries, chemicals trading. Health care provision of medical laboratory management and testing.

Segment Revenue and Results

the accounting policies of the reportable segments are the same as the Group’s accounting policies described in note 3. Segment result represents profit before tax, interest income and finance cost of the segment. Inter-segment transactions are entered in the ordinary course of business based on terms mutually agreed upon by the parties concerned.

Segment Assets

Segment assets are measured based on all assets (including goodwill) of the segment, excluding investment in joint venture, deferred tax assets and current tax assets.

Segment Liabilities Segment liabilities are measured based on all liabilities, excluding current tax liabilities, borrowings and deferred tax liabilities.

Information about Major Customers

Revenue from major customers with revenue equal or more than 10% of the Group revenue are as follows:

Investment property segment 2015 2014 RM RM

Customer A 6,761,206 6,377,398




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31. FINANCIAL RISK MANAGeMeNT ObJeCTIVeS ANd POLICIeS

the Group and the Company are exposed to financial risks arising from their operations and the use of financial instruments. the key financial risks include interest rate risk, credit risk, liquidity risks, and foreign currency risk.

the Board of Directors reviews and agrees policies and procedures for the management of these risks, which are executed by the division heads and heads of departments within the Group and the Company. the Audit Committee provides independent oversight to the effectiveness of risk management process.

the following sections provide details regarding the Group’s and the Company’s exposure to the above-mentioned financial risks and the objectives, policies and processes for the management of these risks.

(a) Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of the Group’s financial instruments will fluctuate because of changes in market interest rates. the Group’s exposure to interest rate relates to interest bearing financial assets and liabilities.

Interest bearing financial assets include fixed deposits with licensed banks which are placed for better yield returns than cash at banks. the deposits placed with licensed banks at fixed rate expose the Group to fair value interest rate risk.

the Group’s interest bearing financial liabilities comprise finance lease liabilities, bank overdrafts, bank line of credit and term loan. the bank overdrafts, bank line of credit and term loan totalling RM52,778,457 (2014: RM57,271,579) at floating rate expose the Group to cash flow interest rate risk. the finance lease liabilities at fixed rate expose the Group to fair value interest rate risk.

Sensitivity analysis for interest rate risk

At the reporting date, an increase/decrease of 50 basis points in interest rate, with all other variables held constant, the Group’s profit net of tax would increase or decrease by approximately RM198,900 (2014: RM214,800), arising mainly as a result of lower/ higher interest expenses on floating rate loans and borrowings.

(b) Credit Risk

Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty default on its obligations. the Group’s and the Company’s exposure to credit risk arises primarily from trade and other receivables.

the Group has a credit policy in place and the exposure to credit risk is managed through the application of credit approvals, credit limits and monitoring procedures.




31. FINANCIAL RISK MANAGeMeNT ObJeCTIVeS ANd POLICIeS (cont’d)

(b) Credit Risk (cont’d)

the Company provides unsecured loans and advances to subsidiaries and joint venture. the maximum exposure to credit risk is represented by their carrying amounts in the statements of financial position as at the end of the financial year. the Company also has exposure to credit risk arising from the corporate guarantee provided by the Company to the banks on the subsidiaries’ banking facilities.

As at the end of the financial year, an amount of RM117,742,961 and RM9,866,653 (2014: RM113,636,875 and RM8,677,292) was impaired in respect of loans and advances to subsidiaries and joint venture respectively. the Company does not specifically monitor the ageing of the advances to the subsidiaries and joint ventures.

Credit risk concentration profile

there is no significant concentration of credit risk with any single party other than the deposits recoverable as disclosed in note 20 as at the reporting date.

the Group determines concentration of credit risk by monitoring the country of its trade receivables on an ongoing basis. the credit risk concentration profile of the Group’s net trade receivables at the reporting date are as follows:


by country Republic of Singapore 2,381,951 2,810,232 people’s Republic of China 950,964 980,354 Malaysia 1,254,467 1,429,678

4,587,382 5,220,264



(b) Credit Risk (cont’d)

Financial guarantee

the Company provides financial guarantees to banks in respect of banking facilities granted to certain subsidiaries.

the Company monitors on an ongoing basis the repayments made by the subsidiaries and their financial performance.

the maximum exposure to credit risk amounts to RM2,468,708 (2014: RM3,244,881) representing the outstanding banking facilities of the subsidiaries at the reporting date. At the reporting date, there was no indication that the subsidiaries would default on its repayment.

the financial guarantee has not been recognised as the fair value on initial recognition was immaterial.

(c) Liquidity Risk

liquidity risk is the risk that the Group will encounter difficulty in meeting financial obligations when they fall due. the Group’s exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. the Group’s objective is to maintain a balance between continuity of funding and flexibility through use of stand-by credit facilities.

the Group’s and the Company’s liquidity risk management policy is to manage its debt maturity profile, operating cash flows and the availability of funding so as to ensure that refinancing, repayment and funding needs are met. In addition, the Group and the Company maintain sufficient levels of cash and available banking facilities at a reasonable level to its overall debt position to meet their working capital requirement.



31.

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(d) Foreign Currency Risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign currency rates.

the Group and the Company has transactional currency exposures arising from sales or purchases that are denominated in a currency other than the respective functional currencies of the Group, primarily Ringgit Malaysia, China Renminbi (“RMB”) and Singapore Dollar (“SGD”). the foreign currency in which these transactions are denominated is mainly in united States Dollar (“uSD”). the Company has advances from its subsidiary denominated in Singapore Dollar (“SGD”).

the Group is also exposed to currency translation risk arising from its net investments in foreign operations. the Group’s net investment in Singapore and China is not hedged as currency positions in SGD and RMB are considered to be long-term in nature.

Foreign exchange exposures in transactional currencies other than functional currencies of the operating entities are kept to an acceptable level.

the Group’s foreign currency exposure profiles are as follows:

USd Total RM RM

2015 Financial Assets Cash and cash equivalents 700,993 700,993 trade receivables 1,220,135 1,220,135 1,921,128 1,921,128

Financial liabilities trade and other payables (334,766) (334,766) Currency exposure on net financial assets 1,586,362 1,586,362


the Company’s foreign currency exposure profiles is as follows:

2015 2014 RM RM PAT LAT

Group uSD/SGD – weaken 2% (2014: 1%) 26,334 (26,302) – strengthen 2% (2014: 1%) (26,334) 26,302



(d) Foreign Currency Risk (cont’d)

USd Total RM RM

2014 Financial Assets Cash and cash equivalents 730,721 730,721 trade receivables 1,916,104 1,916,104 other receivables and deposits 2,019,757 2,019,757 4,666,582 4,666,582

Financial liabilities trade and other payables (946,398) (946,398) Borrowing (550,842) (550,842)

Currency exposure on net financial assets 3,169,342 3,169,342

Sensitivity analysis for foreign currency risk

the table below demonstrates the sensitivity to a reasonable change in key foreign currency rate with all variables held constant, of the Group’s and of the Company’s profit/(loss) net of tax (“pAt/lAt”).

SGd Total RM RM

2015 Financial liabilities Amount due to a subsidiary, represent currency exposure on net financial assets (792,101) (792,101)



32. CATeGORIeS OF FINANCIAL INSTRUMeNTS

the following table analyses the financial assets and liabilities in the statements of financial position by class of financial instruments to which they are assigned, and therefore by the measurement basis.

Loans and receivables Total RM RM

Group 2015

Financial assets trade receivables 4,587,382 4,587,382 other receivables and deposits 10,740,411 10,740,411 Deposits with licensed bank 412,080 412,080 Cash and bank balances 1,649,314 1,649,314 17,389,187 17,389,187

Financial liabilities at amortised cost Total RM RM

Financial liabilities trade payables 621,605 621,605 Amount due to holding company 303,655 303,655 other payables and accruals 6,796,680 6,796,680 Borrowings 52,815,305 52,815,305 60,537,245 60,537,245

2015 2014 RM RM LAT LAT

Company SGD/RM – weaken 4% (2014: nil) (23,763) - – strengthen 4% (2014: nil) 23,763 -


(d) Foreign Currency Risk (cont’d)



32. CATeGORIeS OF FINANCIAL INSTRUMeNTS (cont’d)

the following table analyses the financial assets and liabilities in the statements of financial position by class of financial instruments to which they are assigned, and therefore by the measurement basis (cont’d). Loans and receivables Total RM RM

Group 2014

Financial assets trade receivables 5,367,301 5,367,301 other receivables and deposits 12,389,017 12,389,017 Deposits with licensed banks 402,711 402,711 Cash and bank balances 2,577,133 2,577,133

20,736,162 20,736,162


Financial liabilities trade payables 1,505,005 1,505,005 Amount due to holding company 1,213,655 1,213,655 other payables and accruals 6,419,204 6,419,204 Borrowings 57,271,579 57,271,579

66,409,443 66,409,443


Company 2015

Financial assets trade receivables 25,434 25,434 other receivables and deposits 5,653,730 5,653,730 Deposits with licensed bank 412,080 412,080 Cash and bank balances 694,125 694,125 6,785,369 6,785,369




Company 2015

Financial liabilities trade payables 26,736 26,736 Amount due to subsidiaries 1,260,016 1,260,016 Amount due to holding company 303,655 303,655 other payables and accruals 3,698,928 3,698,928 Borrowings 50,309,749 50,309,749 55,599,084 55,599,084


Company 2014

Financial assets trade receivables 237,482 237,482 other receivables and deposits 4,756,204 4,756,204 Deposits with licensed banks 402,711 402,711 Cash and bank balances 459,982 459,982

5,856,379 5,856,379


Financial liabilities trade payables 13,368 13,368 Amount due to subsidiaries 306,556 306,556 Amount due to holding company 1,213,655 1,213,655 other payables and accruals 3,273,302 3,273,302 Borrowings 54,026,698 54,026,698 58,833,579 58,833,579

32. CATeGORIeS OF FINANCIAL INSTRUMeNTS (cont’d)

the following table analyses the financial assets and liabilities in the statements of financial position by class of financial instruments to which they are assigned, and therefore by the measurement basis (cont’d).


33. FAIR VALUe OF FINANCIAL INSTRUMeNTS

the methods and assumptions used to determine the fair value of the following classes of financial assets and liabilities are as follows:

(a) Cash and cash equivalents, trade and other receivables and payables

the carrying amounts of cash and cash equivalents, trade and other receivables and payables are reasonable approximation of fair values due to short term nature of these financial instruments.

(b) Borrowings

the carrying amounts of the current portion of borrowings are reasonable approximation of fair values due to the insignificant impact of discounting.

the carrying amount of long term floating rate loan approximates fair value as the loans will be re-priced to market interest rate on or near reporting date.

the fair value of finance lease liabilities is estimated using discounted cash flow analysis based on current lending rate of similar types of lease arrangements.

the carrying amounts and fair value of financial instruments, other than those with carrying amounts are reasonable approximation of fair value are as follows:


Group Company Carrying Fair Carrying Fair amount value amount value RM RM RM RM

2015 Financial liabilities term loan (non-current) 46,302,253 - 46,302,253 - Finance lease liabilities 36,848 36,800 - -

2014 Financial liabilities term loan (non-current) 50,309,749 - 50,309,749 -


Fair value measurement using 2015 Level 1 Level 2 Level 3 RM RM RM RM

Investment property (note 12) 140,477,458 - - 140,477,458


34. FAIR VALUe hIeRARChY

the following table provides the fair value measurement of the Group’s assets and liabilities as at 31 March:

Assets Measured at Fair Value

Group/Company

2014 Level 1 Level 2 Level 3 RM RM RM RM

Investment property (note 12) 140,477,458 - 140,477,458 -

Liabilities Measured at Fair Value

Group


term loan (non-current) 46,302,253 - 46,302,253 - Finance lease liabilities 36,800 - 36,800 -


term loan (non-current) 50,309,749 - 50,309,749 -



34. FAIR VALUe hIeRARChY (cont’d)

the following table provides the fair value measurement of the Group’s assets and liabilities as at 31 March: (cont’d)

Liabilities Measured at Fair Value (cont’d)

Company





In the current financial year, a valuation was performed in December 2014 and the directors have exercised judgement that there is no significant change in value at the reporting date. the fair value was therefore reclassified to level 3.

Description of valuation technique used and key unobservable inputs to valuation on insertment property measured at level 3 is as follows:

the following table shows a reconciliation of level 3 fair values.


At beginning of financial year transfer into level 3 - - At end of financial year 140,477,458 -

140,477,458 -

Policy on Transfer between Levels

the fair value of an asset to be transferred between levels is determined as of the date of the event or change in circumstances that caused the transfer.

During the financial year ended 31 March 2015 and 31 March 2014, there was no transfer between level 1 and level 2 of fair value measurement hierarchy.

Valuation technique Singificant unobservable inputs RM

Comparison method estimated price per square foot 616


35. CAPITAL MANAGeMeNT

the primary objective of the Group’s capital management is to ensure that it maintains healthy capital ratio 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 business and economic conditions. to maintain or adjust 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 and processes during the financial years ended 31 March 2014 and 31 March 2013.

the Group is not subject to any externally imposed capital requirements.

the Group monitors capital using a gearing ratio, which is total net debts divided by total equity. net debts is calculated as total debts (loans and borrowings) less cash and cash equivalents. total equity is calculated as share capital plus reserves and non-controlling interests. the Group’s and the Company’s gearing ratios as at the reporting date are as follows:


Borrowings 52,815,305 57,271,579 50,309,749 54,026,698 less: Cash and cash equivalents

net debts 50,753,911 54,291,735 49,203,544 53,164,005 total equity 125,815,097 124,554,437 127,998,841 133,565,490

Gearing ratio 0.40 0.44 0.38 0.40


(2,061,394) (2,979,844) (1,106,205) (862,693)


the following analysis of realised and unrealised accumulated losses of the Group and of the Company at 31 March 2015 and 31 March 2014 is presented in accordance with the directive issued by Bursa Malaysia Securities Berhad (“Bursa Malaysia”) dated 25 March 2010 and prepared in accordance with Guidance on Special Matter no. 1, DeterminationofRealisedandUnrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia ListingRequirements, as issued by the Malaysian Institute of Accountants.

the accumulated losses of the Group and the Company as at 31 March 2015 and 2014 are as follows:

the disclosure of realised and unrealised profit or loss above is solely for complying with the disclosure requirements stipulated in the directive of Bursa Malaysia and should not be applied for any other purposes.


total accumulated losses of the Company and its subsidiaries – realised – unrealised 39,588,830 34,183,478 34,813,227 34,813,227

Add: Consolidated adjustments 165,130,800 135,483,599 - -

total accumulated losses as per statements of financial position

SUPPLeMeNTARY INFORMATION ON The dISCLOSURe OF ReALISed ANd UNReALISed PROFITS OR LOSSeS

(365,551,139) (331,728,560) (187,593,018) (182,026,369)

(325,962,309) (297,545,082) (152,779,791) (147,213,142)

(160,831,509) (162,061,483) (152,779,791) (147,213,142)


LIsT of pRopeRTIes

Approx. Net Age of Carrying date of description existing Land Area buildings Amount Valuation/ Address of property Use Tenure ( sq. ft. ) ( Years ) ( RM ) Acquisition

As At 31 MARch 2015

Turiya berhad Wisma chase perdana Freehold office Freehold 241,803 30 149,302,238 12 December changkat semantan and office 2014 Damansara heights building 100 (Valuation) 50490 Kuala lumpur pyramid Manufacturing Industries pte. Ltd. 87 tuas Avenue 1 leasehold office leasehold 24,994 33 4,191,853 16 october singapore 639519 building and (30 + 30 1982 Factory yrs lease (Acquisition) expiring 2042) ToTAL 153,494,091


pYRAMId MANUfACTURING INdUsTRIes pTe. LTd.

• sINGApoRe no. 87, tuas Avenue 1 singapore 639519. tel : 65-6862 1900 Fax : 65-6861 5418/ 65-6863 1733

WUXI CeM eLeCTRoNICs eQUIpMeNT Co. LTd.

• p.R. ChINA no.12 chun lei Rd. Xishan economic Development Zone Wuxi, Jiangsu p.R. china 214101. tel : 86-510-8826 7788 Fax : 86-510-8826 7789

TURIYA TeChNoLoGIes pTe. LTd.


ICoNIC GLobAL LIMITed


pYRAMIdMANUfACTURINGINdUsTRIes pTe. LTd.


AMCARe LAbs INTeRNATIoNAL INC.

• U.s.A. u. Amcare labs International c/o Businesssuites harborplace 111 s. calvert st. suite 2700 Box 672 Baltimore, MD. 21202 tel: 410-385 5200 Fax: 410-385 5201

fACToRIes/pLANTs

LoCATIoN of opeRATIoNs

bRANChes/sALes offICes

WUXI CeM eLeCTRoNICs eQUIpMeNT Co. LTd.

• p.R. ChINA no.12 chun lei Rd. Xishan economic Development Zone Wuxi, Jiangsu p.R. china 214101. tel : 86-510-8826 7788 Fax : 86-510-8826 7789


ANALYsIs of shARehoLdINGs (oRdINARY shARes)As At 6 JulY 2015

shARe CApITAL foR oRdINARY shARes

Authorized capital : RM450,000,000.00Issued and paid-up share capital : RM228,728,426.00class of securities : ordinary shares of RM1.00 eachVoting Rights : on a poll, one vote per ordinary share held

dIsTRIbUTIoN sChedULe foR oRdINARY shARes

size of holdings No. of shareholders (%) Total shareholdings (%)

less than 100 76 1.78 2,099 0.00100 – 1,000 1,511 35.41 1,352,336 0.591,001 – 10,000 2,156 50.53 8,772,742 3.8410,001 - 100,000 457 10.71 13,872,399 6.07100,001 – 11,436,420 * 65 1.52 52,243,763 22.8411,436,421 and above ** 2 0.05 152,485,087 66.67 Total 4,267 100.00 228,728,426 100.00

No. of shares % of Issued Name of shareholders/depositors held shares

1. *Maybank nominees (Asing) sdn Bhd 116,651,497 51.00 Shamil Bank of Bahrain B.S.C. (C)2. empire holdings ltd 35,833,590 15.673. sekarajasekaran A/l Arasaratnam 10,407,300 4.554. Rabindra A/l harichandra 9,027,900 3.955. chelliah holdings sdn Bhd 6,000,000 2.626. chief Minister, state of sabah 6,000,000 2.627. public nominees (tempatan) sdn Bhd 3,962,600 1.73 [Pledged Securities Account for Chelliah Holdings Sdn Bhd (SRB/PDN/PMS)] 8. public nominess (tempatan) sdn Bhd 1,118,000 0.49 [Pledged Securities Account for Cheng Lin Chin (E-PBT)] 9. Kenanga nominees (tempatan) sdn Bhd 1,030,000 0.45 [Pledged Securities Account for Teh Siew Wah (021)] 10. citigroup nominees (tempatan) sdn Bhd 1,004,800 0.44 [Pledged Securities Account for Vijaya Alphonsus Rajadurai (471247)]

* Less than 5% of issued ordinary shares** 5% and above of issued ordinary shares

ThIRTY LARGesT oRdINARY shARehoLdeRs(As per Record of Depositors)

* *

*


No. of shares % of Issued Name of shareholders/depositors held shares

11. Ang suat hong @ Ang Bee chin 750,000 0.3312. Yeoh Kean choong 731,800 0.3213. pM nominees (tempatan) sdn Bhd 592,300 0.26 [Pledged Securities Account for Khoo Yee Tat (B)] 14. public nominees (tempatan) sdn Bhd 507,200 0.22 [Pledged Securities Account for Tan Teck Heng (E-JBU/PKL)]15. Achuthan A/l Alagan 450,000 0.2016. Arasalingam A/l sangarapillai 450,000 0.2017. cimsec nominees (tempatan) sdn Bhd 400,000 0.17 [Pledged Securities Account for Ng Geok Wah (B Brklang-CL)] 18. cimsec nominees (tempatan) sdn Bhd 363,000 0.16 [CIMB Bank for Yeo Ann Seck (MY0696)]19. ooi say hup 359,000 0.1620. cimsec nominees (tempatan) sdn Bhd 335,000 0.15 [CIMB Bank for Khor Hoe Guan (M57008)] 21. ooi say hup 332,500 0.1522. Maybank securities nominees (tempatan) sdn Bhd 321,000 0.14 [Pledged Securities Account for Sekarajasekaran A/L Arasaratnam (Margin)] 23. hee chul Johng 315,000 0.1424. Mohamed Idris Mohamed Aslam 310,000 0.1425. lai sook leong 291,800 0.1326. pang Kok eng 280,000 0.1227. Maybank nominees (tempatan) sdn Bhd 271,700 0.12 [Pledged Securities Account for Sekarajasekaran A/L Arasaratnam] 28. siah Gim eng 270,000 0.1229. RhB nominees (tempatan) sdn Bhd 265,600 0.12 [Pledged Securities Account for Ng Tiew Tee] 30. lim swee Ing 260,000 0.11

Total 198,891,587 86.96

ThIRTY LARGesT oRdINARY shARehoLdeRs (cont’d)(As per Record of Depositors)

* Maybank Nominees (Asing) Sdn. Bhd. – Shamil Bank of Bahrain B.S.C. (C), holds 116,651,497 Turiya Berhad’s shares on behalf of Empire Holdings Ltd as a chargee.

ANALYsIs of shARehoLdINGs (oRdINARY shARes) (CoNT’d)As At 6 JulY 2015


ANALYsIs of shARehoLdINGs (oRdINARY shARes) (CoNT’d)As At 6 JulY 2015

sUbsTANTIAL oRdINARY shARehoLdeRs(As per Register of Substantial Shareholders and excluding bare trustee)

Name of substantial No. of shares No. of sharesordinary shareholders direct Interest % Indirect Interest %

1. shamil Bank of Bahrain B.s.c. (c) *116,651,497 (a) 51.00 - -2. empire holdings ltd (“ehl”) *152,485,087 (b) 66.67 - - 3. tan sri Datuk Dr. Mohan swami, J.P. - - *152,485,087 (c) 66.674. Rabindra a/l harichandra (“Rh”) 9,027,900 3.95 *9,962,600 (d) 4.35

dIReCToRs’ INTeResTs IN oRdINARY shARes(As per Register of Directors’ Shareholdings)

Name of directors No. of shares No. of shares direct Interest % Indirect Interest %

1. tan sri Datuk Dr. Mohan swami, J.P. - - *152,485,087 (c) 66.67 (“TSDDMS”)2. Gomathi @ usha nathan A. Vaidyanathan - - - -3. hj Jalalullail Bin othman @ osman - - - -4. Jayapalasingam Kandiah 70,000 0.03 - -5. Khaled Yusuf Abdulla AbdulKarim Janahi - - - -6. Ravindra Anant Khot - - - -

* Notes: (a) Direct Interest of Shamil Bank of Bahrain B.S.C. (C) (A nominee of Ithmaar Development Company Limited (“IDC”) pursuant to the Shares Charge created by EHL in favour of IDC) is held as follows: 116,651,497 shares held through Maybank Nominees (Asing) Sdn. Bhd.

(b) Direct Interest of EHL is held as follows: 35,833,590 shares held under EHL ; and 116,651,497 shares held through Maybank Nominees (Asing) Sdn. Bhd. for Shamil Bank of Bahrain B.S.C. (C) (Beneficiary: EHL)

(c) Indirect Interest of TSDDMS is held as follows: Deemed interests in 152,485,087 shares by virtue that EHL is wholly owned by TSDDMS.

(d) Indirect Interest of RH is held as follows: Deemed interests in 9,962,600 shares by virtue of RH’s substantial shareholding in Chelliah Holdings Sdn Bhd.


shARe CApITAL foR IRRedeeMAbLe CoNVeRTIbLe pRefeReNCe shARes (“ICps”)

Authorized capital : RM50,000,000.00Issued and paid-up share capital : nilclass of securities : Icps of RM1.00 eachVoting Rights : no voting rights

ANALYsIs of shARehoLdINGs(IRRedeeMAbLe CoNVeRTIbLe pRefeReNCe shARes)As At 30.6.2014


oTheR InfoRmATIon

• Utilisation of Proceeds

there were no proceeds raised from any corporate exercises during the financial year ended 31 March 2015.

• ShARe bUYbAck

there was no share buyback exercise undertaken by the Company during the financial year ended 31 March 2015.

• oPTIonS, WARRAnTS oR conveRTIble SecURITIeS

there were no options, warrants or convertible securities issued during the financial year ended 31 March 2015.

• AmeRIcAn dePoSIToRY ReceIPT (“AdR”) oR GlobAl dePoSIToRY ReceIPT (“GdR”)

the Company has not sponsored any ADR or GDR programme during the financial year ended 31 March 2015

• SAncTIon And/oR PenAlTY ImPoSed

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

• non-AUdIT feeS

During the financial year ended 31 March 2015, there is RM11,000.00 non-audit fees paid to the external auditors.

• PRofIT GUARAnTee And vARIAnce In ReSUlTS

the Company did not provide any profit guarantee during the financial year ended 31 March 2015.

• vARIATIon In ReSUlTS

the Audited Financial Statements of the Company for the financial year ended 31 March 2015 contained in this Annual Report do not have material variance compared with the Quarterly Results of the Group that was announced to Bursa Securities on 29 May 2015.

• mATeRIAl conTRAcTS InvolvInG dIRecToRS And SUbSTAnTIAl ShAReholdeRS

the Company and its subsidiaries did not entered into any material contracts involving Directors and Substantial Shareholders during the financial year ended 31 March 2015.

• RevAlUATIon PolIcY on lAnded PRoPeRTIeS

the Group has adopted a policy of sufficient regularity revaluation of its landed properties.


NoTICe of ANNUAL GeNeRAL MeeTING

NoTICe Is heRebY GIVeN ThAT the thirty-Fifth Annual General Meeting of turiya Berhad (55576-A) will be held at the Dewan seroja, Kelab Golf perkhidmatan Awam, Bukit Kiara, off Jalan Damansara, 60000 Kuala lumpur on Wednesday, 26 August 2015 at 9.30 a.m. for the following purposes:

AGeNdA

As oRdINARY bUsINess:

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

2. to re-elect the following Directors, who are retiring pursuant to Article 107 of the company’s Articles of Association and being eligible, offer themselves for re-election:

(i) hj. Jalalullail Bin othman @ osman (ii) Ms. Gomathi @ usha nathan A. Vaidyanathan

3. to re-elect Mr. Ravindra Anant Khot, who is retiring pursuant to Article 97 of the company’s Articles of Association and being eligible, offer himself for re-election.

4. to re-appoint Messrs. Baker tilly Ac as the Auditors of the company for the ensuing year and to authorise the Directors to fix their remuneration.

As speCIAL bUsINess:

5. to consider and, if thought fit, to pass the following resolutions as ordinary Resolutions, with or without modifications:

(a) ordinary Resolution – Approval of directors’ fees “ThAT the Directors’ fees totaling RM216,000/- for the financial year ended 31 March 2015 be and is hereby approved.”

(b) ordinary Resolution – Authority to issue shares pursuant to section 132d of the Companies Act, 1965

“ThAT pursuant to section 132D of the companies Act, 1965 and subject to the Articles of Association of the company and the approvals of the relevant government/regulatory authorities, the Directors be and are hereby empowered to issue shares in the company from time to time and upon such terms and conditions and for such purposes as the Directors may deem fit provided that the aggregate number of shares issued pursuant to this resolution does not exceed ten per centum (10%) of the issued capital of the company for the time being ANd ThAT such authority shall continue to be in force until the conclusion of the next Annual General Meeting of the company.”

Resolution 1Resolution 2

Resolution 3

Resolution 4

Resolution 5

Resolution 6


NoTICe of ANNUAL GeNeRAL MeeTING (CoNT’d)

6. to transact any other business of the company for which due notice shall have been given.

By order of the Board

Wong Youn kim(MAIcsA 7018778)company secretary

4 August 2015Kuala lumpur

NoTes:

1. A member entitled to attend and vote at this meeting is entitled to appoint not more than two proxies to attend and vote in his/her stead and where a member appoints two proxies, the holder shall specify the proportion of his/her shareholding to be represented by each proxy. A proxy or attorney need not be a member of the company and the provision of section 149(1) (b) of the companies Act, 1965 shall not apply to the company. there shall be no restriction as to the qualification of the proxy.2. (i) Where a member is an authorized nominee as defined under the securities Industry (central Depositories) Act 1991, it may appoint at least one proxy but not more than two (2) proxies in respect of each securities account it holds with ordinary shares of the company standing to the credit of the said securities account; (ii) Where a member of the company is an exempt authorized nominee which holds ordinary shares in the company for multiple beneficial owners in one (1) securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorized nominee may appoint in respect of each omnibus account it holds. An exempt authorized nominees refers to an authorized nominee defined under the securities Industry (central Depositories) Act 1991 (“sIcDA”) which is exempted from compliance with the provisions of subsection 25A (1) of the sIcDA; (iii) Where a member or the authorized nominee appoints two (2) proxies, or where an exempt authorized nominee appoints two (2) or more proxies, the proportions of shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies; and (iv) A proxy appointed to attend and vote at a meeting of the company shall have the same rights as the member to speak at the meeting.3. the instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorized in writing, or if the appointor is a corporation, either under the corporation’s seal or under the hand of an officer or attorney duly authorized.4. the instrument appointing a proxy must be deposited at the Registered office of the company at suite 7.3, 7th Floor, Wisma chase perdana, changkat semantan, Damansara heights, 50490 Kuala lumpur not less than 48 hours before the appointed time of holding this meeting or any adjournment thereof.5. Depositors who appear in the Record of Depositors as at 17 August 2015 shall be regarded as Members of the company entitled to attend the 35th Annual General Meeting or appoint a proxy to attend and vote on his/her behalf.


NoTICe of ANNUAL GeNeRAL MeeTING (CoNT’d)

eXpLANAToRY NoTes foR AUdITed fINANCIAL sTATeMeNTs:

there is no provision in the companies Act, 1965 and the Articles of Association of the company that require the Audited Financial statements to be approved by the shareholders at the Annual General Meeting of the company. hence, it will not be put forward to the shareholders for voting.

eXpLANAToRY NoTes foR speCIAL bUsINess:

1. oRdINARY ResoLUTIoN oN AppRoVAL of dIReCToRs’ fees

the proposed Resolution no. 5 is in accordance with Article 101 of the company’s Articles of Association and if passed, will authorise the payment of Directors’ fees to the non-executive Directors of the company for their services rendered as Directors for the financial year ended 31 March 2015.

2. oRdINARY ResoLUTIoN oN AUThoRITY To IssUe shARes pURsUANT To seCTIoN 132d of The CoMpANIes ACT, 1965

the proposed Resolution no. 6, if passed, will give the Directors of the company authority to issue shares in the company up to an amount not exceeding 10% of the total issued capital of the company for the time being for such purposes as the Directors deem consider would be in the best interests of the company. this authority, unless revoked or varied by the shareholders of the company in general meeting, will expire at the conclusion of the next Annual General Meeting.

the authority will provide flexibility to the company for any possible fund raising activities, including but not limited to placing of shares, for purpose of funding current and/or future investment project(s), working capital and/or acquisitions.

As at the date of this notice, the company has not issued any new shares pursuant to the authority granted to the Directors at the last Annual General Meeting held on 22 August 2014 and thus, no proceeds were raised there-from.


sTATeMeNT ACCoMpANYING NoTICe of ANNUAL GeNeRAL MeeTING

1. The directors who are offering themselves for re-election at the Thirty-fifth Annual General Meeting are as follows:

Name position Age Nationality

(i) hj. Jalalullail Bin othman Independent 48 Malaysian @ osman non-executive Director

(ii) Ms. Gomathi @ usha non-Independent 45 Malaysian nathan A. Vaidyanathan non-executive Director

(iii) Mr. Ravindra Anant Khot Independent 52 Malaysian non-executive Director

For details on the Directors who are standing for re-election, please refer to the Directors’ Profile on pages 12, 14 & 16 of this Annual Report.

2. place, date and hour of the Thirty-fifth Annual General Meeting:

Dewan seroja, Kelab Golf perkhidmatan Awam, Bukit Kiara, off Jalan Damansara, 60000 Kuala lumpur on Wednesday, 26 August 2015 at 9.30 a.m.

3. Attendance of directors at board Meetings

there were five Board of Directors’ meetings held during the financial year ended 31 March 2015. Details of attendance of Directors are as follows:

Name Attendance

1. tan sri Datuk Dr. Mohan swami, J.P. 5/5 2. Ms. Gomathi @ usha nathan A. Vaidyanathan 5/5 3. hj. Jalalullail Bin othman @ osman 5/5 4. Mr. Jayapalasingam Kandiah 5/5 5. tawfeeq Mohamed Mohamed Fafeea Bastaki 2/2 (Resigned on 24 November 2014) 6. Khaled Yusuf Abdulla AbdulKarim Janahi 2/4 7. Ravindra Anant Khot (Appointed on 24 November 2014) 1/1

4. details of securities holdings in the Company and its subsidiaries for the directors seeking re-election (as at 6 July 2015)

hj. Jalalullail Bin othman @ osman, Ms. Gomathi @ usha nathan A. Vaidyanathan and Ravindra Anant Khot do not hold any securities in the company and its subsidiaries.


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pRoXY foRM

I/Weofbeing a member/members of Turiya berhad, hereby appoint (nRIc no: )of and / or(nRIc no: ) of or failing him/her, the chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the thirty-Fifth Annual General Meeting of turiya Berhad to be held at the Dewan seroja, Kelab Golf perkhidmatan Awam, Bukit Kiara, off Jalan Damansara, 60000 Kuala lumpur on Wednesday, 26 August 2015 at 9.30 a.m. and at any adjournment thereof.

You may indicate with an “ ” or “ ” in the boxes provided below how you wish your votes to be cast.

No. ResoLUTIoNs foR AGAINsT

1 to re-elect hj. Jalalullail Bin othman @ osman as a Director of the company. 2 to re-elect Ms. Gomathi @ usha nathan A. Vaidyanathan as a Director of the company. 3 to re-elect Mr. Ravindra Anant Khot as a Director of the company. 4 to re-appoint Messrs. Baker tilly Ac as Auditors and to authorise the Directors to fix their remuneration. 5 to approve the Directors’ fees for the financial year ended 31 March 2015. 6 to empower the Directors of the company to issue shares pursuant to section 132D of the companies Act, 1965.

number of shares heldcDs Account no.

Please take note that the Company shall accept the vote cast by your proxy as a valid vote whether or not your proxy has acted in accordance with your instructions.

Signed this day of 2015

Signature of Member/Common Seal

TURIYA BERHAD(55576-A)

the company secretaryTURIYA beRhAd (55576-A)suite 7.3, 7th Floor, Wisma chase perdana,changkat semantan, Damansara heights,50490 Kuala lumpur, Malaysia.

Affixstamp

Notes:1. A member entitled to attend and vote at this meeting is entitled to appoint not more than two proxies to attend and vote in his/her stead and where a member appoints two proxies, the holder shall specify the proportion of his/her shareholding to be represented by each proxy. A proxy or attorney need not be a member of the Company and the provision of section 149(1) (b) of the Companies Act, 1965 shall not apply to the Company. There shall be no restriction as to the qualification of the proxy.2. (i) Where a member is an authorized nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one proxy but not more than two (2) proxies in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account; (ii) Where a member of the Company is an exempt authorized nominee which holds ordinary shares in the Company for multiple beneficial owners in one (1) securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorized nominee may appoint in respect of each omnibus account it holds. An exempt authorized nominees refers to an authorized nominee defined under the Securities Industry (Central Depositories) Act 1991 (“SICDA”) which is exempted from compliance with the provisions of subsection 25A (1) of the SICDA;

2. (iii) Where a member or the authorized nominee appoints two (2) proxies, or where an exempt authorized nominee appoints two (2) or more proxies, the proportions of shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies; and (iv) A proxy appointed to attend and vote at a meeting of the Company shall have the same rights as the member to speak at the meeting. 3. The instrument appointing a proxy shall be in writing under the hand of the appoint or of his/her attorney duly authorized in writing, or if the appointor is a corporation, either under the corporation’s seal or under the hand of an officer or attorney duly authorized.4. The instrument appointing a proxy must be deposited at the Registered Office of the Company at Suite 7.3, 7th Floor, Wisma Chase Perdana, Changkat Semantan, Damansara Heights, 50490 Kuala Lumpur not less than 48 hours before the appointed time of holding this meeting or any adjournment thereof.5. Depositors who appear in the Record of Depositors as at 17 August 2015 shall be regarded as Members of the Company entitled to attend the 35th Annual General Meeting or appoint a proxy to attend and vote on his/her behalf.

TURIYA BERHAD - MalaysiaStock.Biz

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