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OUR VISION & MISSION

Leveraging on the experience and expertise amassed over the years and constantly acquiring new knowledge,
we strive to achieve success in our business undertakings and are committed to deliver exceptional value to our
customers, business partners, shareholders and other stakeholders.

A Promising Future

Rationale
Over forty years ago, EcoFirst began with a vision; to be the leading, pioneers and builders of innovative businesses in the
region. Today the sun shines splendidly over the horizon, illuminating The Road ahead and instilling with certainty that the time
for rejoice draws ever nearer. Milestone after milestone, EcoFirst has proven its worthiness through both dedication and hard
work in the fields of property development and property management, bio organic technology as well as natural resources.
Now, that vision perceived over forty years ago is more vivid than ever before and beyond The Road, we can clearly see A
Promising Future.

Table of
Contents
2
5
6
8
14
15
21
22
24

Notice of Annual General Meeting


Statement Accompanying Notice of
Annual General Meeting
Corporate Information
Chairmans Statement
Board of Directors
Directors Prole
Five-Year Group Statistics
Milestone Highlights
Corporate Governance Statement

31
32
33
37
39
104
105

Statement of Directors Responsibility


Other Information
Audit Committee Report
Statement on Risk Management and
Internal Control
Financial Statements
Particulars of Group Properties
Analysis of Shareholdings
Form of Proxy

NOTICE OF FORTY-FIRST
ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Forty-First Annual General Meeting of the Company will be held at Ballroom 1,
Level 5, The Summit Hotel, Subang USJ, Persiaran Kewajipan, USJ1, 47600 UEP Subang Jaya, Selangor Darul Ehsan
on Thursday, 27 November 2014 at 10.00 a.m. to transact the following business:AGENDA
AS ORDINARY BUSINESS
a.

To receive the Audited Financial Statements for the financial year ended 31 May 2014 together with the
Directors and Auditors Reports thereon.

(See note 1
of explanatory
notes on
Ordinary
Business)

b.

To approve the Directors fees for the financial year ended 31 May 2014.

(Resolution 1)

c.

To re-elect Dato Tiong Kwing Hee who retires by rotation in accordance with Article 113 of the Companys
Articles of Association.

(Resolution 2)

d.

To consider and, if thought fit, to pass the following Ordinary Resolution pursuant to Section 129(6) of
the Companies Act 1965:-

(Resolution 3
see note 2
of explanatory
notes on
Ordinary
Business)

THAT Dato Syed Ariff Fadzillah Bin Syed Awalluddin who has attained the age of seventy (70) years and
retires pursuant to Section 129 of the Companies Act 1965, be and is hereby re-appointed as Director of
the Company to hold office until the conclusion of the next Annual General Meeting.
e.

To re-appoint Messrs Russell Bedford LC & Company as Auditors of the Company to hold office until the
conclusion of the next Annual General Meeting and to authorise the Directors to fix their remuneration.

(Resolution 4)

AS SPECIAL BUSINESS
To consider and, if thought fit, to pass the following Ordinary Resolutions :f.

Continuation in Office as Independent Non-Executive Director, pursuant to Recommendation 3.3 of the


Malaysian Code on Corporate Governance 2012:THAT Dato Amos Siew Boon Yeong who has served the Board as an Independent Non-Executive
Director of the Company for a cumulative term of more than nine (9) years since 27 October 2005, to
continue to act as an Independent Non-Executive Director of the Company.

g.

Authority to Allot and 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 Main Market Listing
Requirements of Bursa Malaysia Securities Berhad (Bursa Securities) and the approvals of the relevant
governmental and/or regulatory authorities (if any), the Directors be and are hereby authorized to issue
shares in the Company at any time, upon such terms and conditions, for such purposes and to such
person or persons as the Directors may deem fit, provided that the aggregate number of shares issued
pursuant to this resolution does not exceed 10% of the issued share capital of the Company at the time
of issue AND THAT the Directors be also empowered to obtain the approval of Bursa Securities for the
listing of and quotation for the additional shares so issued on Bursa Securities AND THAT such authority
shall continue to be in force until the conclusion of the next Annual General Meeting of the Company.

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

(Resolution 5
see note 1
of explanatory
notes on
Special
Business)
(Resolution 6
see note 2
of explanatory
notes on
Special
Business)

NOTICE OF FORTY-FIRST
ANNUAL GENERAL MEETING
h.

Proposed Share Buy-Back


THAT Subject to Section 67A of the Companies Act 1965, provisions of the Memorandum and Articles
of Association of the Company, the Main Market Listing Requirements of Bursa Securities and any other
relevant authorities, the Directors of the Company be and are hereby authorised to exercise the power of
the Company to purchase such amount of ordinary shares of RM0.10 each in the Company from time to
time through Bursa Securities subject further to the following:
i.

the aggregate number of shares purchased does not exceed 10% of the total issued and paid-up
ordinary share capital of the Company (Purchased Shares) at the point of purchase(s);

ii.

the maximum funds to be allocated by the Company for the purpose of purchasing the Purchased
Shares shall not exceed the share premium account of the Company at the time of the purchase(s);
and

iii.

the authority conferred by this resolution will commence immediately upon passing of this resolution
and will continue to be in force until;

(Resolution 7
see note 3
of explanatory
notes on
Special
Business)

a. the conclusion of the next AGM of the Company following the Forty-First AGM at which the
ordinary resolution was passed, at which time it shall lapse unless the authority is renewed
either unconditionally or subject to conditions; or
b. the expiration of the period within which the next AGM of the Company subsequent to the date
it is required to be held pursuant to Section 143(1) of the Companies Act 1965 but shall not
extend to such extension as may be allowed pursuant to Section 143(2) of the Companies Act
1965; or
c. revoked or varied by ordinary resolution passed by the shareholders of the Company at a
general meeting
whichever occurs first.
THAT the Directors of the Company be and are hereby authorised to take all such steps and do all acts
and deeds, and to execute, sign and deliver on behalf of the Company, all necessary documents to give
full effect to and for the purpose of completing or implementing the Share Buy-Back in the manner set
out in Section 2 of the Circular, which would include the maximum funds to be allocated by the Company
for this purpose.
AND THAT following completion of the Share Buy-Back, the Directors be and are hereby empowered to:


cancel or retain as treasury shares, any or all of the Companys shares so purchased, or
resell on Bursa Securities; or
distribute as dividends to the Companys shareholders; or
subsequently cancel, any or all of the treasury shares

with full power to assent to any condition, revaluation, modification, variation and/or amendment in
any manner as may be required by any relevant authority or otherwise as they may deem fit in the best
interests of the Company.
BY ORDER OF THE BOARD
UYUN ABDUL JABAR (MIA 9113)
Secretary
Kuala Lumpur
5 November 2014

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Annual Report 2014

NOTICE OF FORTY-FIRST
ANNUAL GENERAL MEETING
Notes relating to Proxy:(i)

In respect of deposited securities, only members whose names appear in the Record of Depositors on 20 November 2014 (General Meeting Record of Depositors)
shall be eligible to attend, speak and vote at this meeting.
A member entitled to attend and vote at the meeting is entitled to appoint not more than one (1) proxy to attend and vote in his stead. A proxy need not be a
member of the Company and Section 149(1) of the Companies Act 1965 shall not apply.
Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities
account (omnibus account), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account
it holds.
The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or if the appointer is a corporation,
either under seal or under the hand of an officer or attorney duly authorised.
The original instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power
or authority shall be deposited at the Registered Office of the Company at Level 8, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling
Jaya, Selangor Darul Ehsan not less than forty-eight (48) hours before the time for holding the meeting or adjourned meeting.

(ii)
(iii)
(iv)
(v)

Explanatory notes on Ordinary Business:


1.

Agenda (a) is meant for presentation and discussion only as under the provisions of Section 169(1) of the Companies Act
1965 and Article 67 of the Companys Articles of Association (A&A), the audited financial statements do not need the formal
approval of shareholders and hence the matter will not be put forward for voting.

2.

Agenda (d) is for the re-election of Dato Syed Ariff as Director of the Company under Section 129 of the Companies Act 1965.
As Dato Syed Ariff will also be an Independent Director of the Company, pursuant to the Recommendation 3.1 of the Malaysian
Code on Corporate Governance 2012, the Board is pleased to disclose that the Nominating Committee has conducted an
assessment on the independence of Dato Syed Ariff and finds him fit and able to bring independent and objective judgement
to the Board, without conflict of interest or undue influence from interested parties.

Explanatory notes on Special Business:


1. Agenda (f) Approval to Continue in Office as Independent Non-Executive Director

The Board of Directors has via the Nominating Committee conducted a performance evaluation and assessment on Dato
Amos Siew Boon Yeong who has served as an Independent Non-Executive Director of the Company for a cumulative term of
more than nine (9) years since 27 October 2005. The Board hereby recommends that Dato Amos Siew continues to act as
Independent Non-Executive Director of the Company based on the following justifications:(i)

He has fulfilled the criteria under the definition of Independent Director as stated in the Main Market Listing Requirements,
and therefore is able to bring independent and objective judgement to the Board;

(ii) He has served the Board for more than nine (9) years and therefore understands the Companys business operations
which enables him to bring in valuable recommendations and directions for the Companys operations;
(iii) He has contributed time and responsibilities towards the effective governance of the Board; and
(iv) He has exercised due care and diligence in an independent manner during his tenure and carried out his fiduciary duty in
the best interest of the Company and shareholders.

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

NOTICE OF FORTY-FIRST
ANNUAL GENERAL MEETING
2. Agenda (g) Authority to Allot and Issue Shares pursuant to Section 132D of the Companies Act 1965

The Ordinary Resolution proposed under Resolution 6, if passed, will renew the authority given to the Directors of the Company
to issue and allot new shares in the Company at any time, to such person or persons, upon such terms and conditions and
for such purposes as the Directors may, in their absolute discretion, deem fit (General Mandate), provided that the number
of shares issued pursuant to this General Mandate, when aggregated with the nominal value of any such shares issued during
the preceding twelve (12) months, does not exceed 10% of the nominal value of total issued share capital of the Company at
the time of issue. This renewed General Mandate, unless revoked or varied at a general meeting, will expire at the conclusion
of the next annual general meeting (AGM) of the Company.

The General Mandate procured and approved in the preceding year 2013 which was not exercised by the Company during
the year, will expire at the forthcoming Forty-First AGM of the Company.

With this renewed General Mandate, the Company will be able to raise funds expeditiously for the purpose of funding future
investment, working capital and/or acquisition(s) without having to convene a general meeting to seek shareholders approval
when such opportunities or needs arise.

3. Agenda (h) Proposed Share Buy-Back


Shareholders are advised to refer to the Proposed Share Buy-Back Circular dated 5 November 2014, which is circulated
together with the Annual Report 2014.

STATEMENT ACCOMPANYING NOTICE


OF ANNUAL GENERAL MEETING

PURSUANT TO PARAGRAPH 8.27 OF THE MAIN MARKET LISTING REQUIREMENTS

Further details of the following Directors standing for re-election/re-appointment are set out in the Directors Profile Section of the
Annual Report 2014:
(a) Dato Tiong Kwing Hee
(b) Dato Syed Ariff Fadzillah Bin Syed Awalluddin
(c) Dato Amos Siew Boon Yeong

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

Corporate
Information
BOARD OF DIRECTORS

CHAIRMAN / INDEPENDENT
NON-EXECUTIVE DIRECTOR
Dato Syed Ariff Fadzillah
bin Syed Awalluddin

PRESIDENT / NONINDEPENDENT EXECUTIVE


DIRECTOR
Dato (Dr.) Teoh Seng Foo

GROUP CHIEF EXECUTIVE


OFFICER / NON-INDEPENDENT
EXECUTIVE DIRECTOR
Dato Tiong Kwing Hee

INDEPENDENT
NON-EXECUTIVE DIRECTOR
Dato Amos Siew Boon Yeong

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

COMPANY SECRETARY
Nuruluyun binti Abdul Jabar

AUDITORS

Russell Bedford LC & Company


10th Floor, Bangunan Yee Seng
15, Jalan Raja Chulan
50200 Kuala Lumpur

SHARE REGISTRAR

INDEPENDENT
NON-EXECUTIVE DIRECTOR
Dato Boey Chin Gan

ALTERNATE DIRECTOR TO
DATO (DR.) TEOH SENG FOO
Teoh Seng Kian

Symphony Share Registrars Sdn. Bhd.


Level 6, Symphony House
Pusat Dagangan Dana 1
Jalan PJU 1A/46
47301 Petaling Jaya
Selangor Darul Ehsan
Tel : +603 - 7841 8000
Fax: +603 - 7841 8151/8152

REGISTERED OFFICE
Level 8, Symphony House
Pusat Dagangan Dana 1
Jalan PJU 1A/46
47301 Petaling Jaya
Selangor Darul Ehsan
Tel : +603 - 7841 8000
Fax : +603 - 7841 8199

STOCk EXCHANGE LISTING


Bursa Malaysia Securities Berhad
Main Market

WEBSITE

www.ecofirst.com.my
ECOFIRST CONSOLIDATED BHD (15379-V)
Annual Report 2014

CHAIRMANS STATEMENT

On behalf of the Board of Directors of EcoFirst


Consolidated Bhd (the Company), I hereby present
to you the Annual Report and the Audited Financial
Statements of the Company and the Group for the
Financial Year Ended 31 May 2014.

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

CHAIRMANS STATEMENT
Performance Review
The Group continued its upward financial performance trend for the 4th consecutive year with a profit before tax of RM33.12 million,
representing a 24% increase over the preceding years performance of RM26.71 million. The improved performance was mainly
due to the materialisation of efforts taken in the past years to restructure the Groups bank borrowings, resulting in the granting of
principal and interest waivers upon restructuring conditions being met during the financial year under review. The Group, under the
new management, had entered into restructuring agreements with the lending financial institutions to restructure the loans pegged
to the two malls, into long term loans to match the cash flow generated from the malls. Going forward, the Group was able to better
manage its loan commitments and at the same time be accorded waivers for good conduct of the loans.
During the financial year under review, the Group managed to recover long outstanding debts of approximately RM12.73 million
which contributed to the Groups financial performance in the said period. The said amount was provided as doubtful debts in
prior years and arising from the recoverability of these debts, these provisions were no longer required and hence reversed and
recognized as profit in the current years financial statements.
Both the Groups malls comprising South City Plaza (SCP) in Seri Kembangan, Selangor and 1Segamat Mall (1Segamat)
in Segamat, Johor continued to contribute recurring rental income and property management fees. The Groups new property
development project in Ipoh, Perak known as Upper East@Tiger Lane is projected to contribute positively to the Group in the next
financial year.
Corporate Exercise
In June 2014, the Company received shareholders approval for the cancellation of RM0.40 of the par value of each existing ordinary
share of RM0.50 of the Company and reduction of share premium which has been completed and announced on 21 August 2014.
This exercise gives rise to a clean balance sheet arising from the resultant reduction and elimination of accumulated losses. With a
stronger balance sheet, the Company is now poised to scale greater heights.
At the same time, the Group also embarked on a private placement of 80,000,000 new ordinary shares of RM0.10 each at an
issue price of RM0.25 per placement share together with 136,000,000 new free detachable warrants (the said placement shares
and warrants) and a free warrant issue of 65,013,983 warrants to existing shareholders after the reduction of share capital and
share premium (the said free warrants) which was completed on 18 September 2014 with a listing of and quotation for the said
placement shares and warrants and the said free warrants that debuted on the Main Market of Bursa Malaysia.
The private placement exercise raised RM20 million which has been earmarked to be used substantially for business expansion and
upgrading of the Groups investment properties.
In addition, an employees share option scheme has also been established effectively on 22 August 2014 which serves to retain and
reward eligible employees including non-executive directors whose services are vital to the continuous growth of the Group.
Operational Review
The Groups retail mall in Segamat, Johor continues
to be a thriving mall with 100% occupancy. Due to
persistent high demand for retail space, the Group
plans to construct an additional level to the current
three levels of retail floors. This will allow for higher
sustainable earnings for the Group in the future.
We have also expanded the carpark bays to the
external area adjacent to the mall to accommodate
the ever increasing footprint at 1Segamat. An
additional 155 bays are now available in addition
to the existing 510 bays at the mall itself hence
making patrons trip to 1Segamat a much more
pleasant and hassle free experience.

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

CHAIRMANS STATEMENT
With over 200 tenants and a hive of varied activities constantly being organized at the mall, we have created a shopping mall
environment of a different kind for the population in Segamat and its surrounding areas. We are proud to have won the challenge
trophy for the Best Decoration, Cleanliness and Lighting competition (commercial category) at the Segamat District Council level, in
conjunction with the 57th Merdeka celebrations this year.

The Groups other retail mall known as SCP in Seri


Kembangan, Selangor has during the financial year
under review, seen the opening of more food and
beverage, fashion and services outlets to cater for
the improving footprint of the mall. We have seen
an increase in the mall patronization as compared to
previous years arising from increased occupancy as
well as better and more events being held at the mall
aimed at attracting more crowd. The SCOPE@SCP
continues to accommodate handphone accessories
wholesalers and with an area covering 105,000 sq.ft.,
it is the largest handphone accessories centre in the
country. SCP is also well known for its China porcelain,
antique and tea traders amongst connoisseurs of such
items.
Other major tenants at SCP consist of Giant hypermarket, a 30 lane bowling centre, snooker centres and a family amusement and
karaoke centre amongst others.
Future plans for SCP include giving it a new lease of life by undertaking progressive refurbishment works to rejuvenate the mall for
a revitalized feel and at the same time to improve the tenant trade mix.

10

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

CHAIRMANS STATEMENT
The Group acquired two pieces of prominent lands during the financial year under review. The acquisition of the first piece consisting
of 7.5 acres in Ipoh, Perak has been completed. The project known as Upper East@Tiger Lane is located at Jalan Kelab Golf, Ipoh
and consists of 529 units of high-end condominiums spread over five 12-storey blocks. Construction works have commenced
and profit contribution is expected to come on stream in the next financial year. The demand for this development has been highly
encouraging with sixty percent booked for sale at the pre-launch stage and we expect it to be fully sold before the end of the year.

The second piece of prime land is situated in Ulu Kelang, Selangor and measures approximately 62 acres. This land has been
earmarked for an exclusive high-end commercial and residential development. Once the acquisition of the said land is completed,
the Group is looking at a five year development plan for this land.
The acquisition of the abovementioned two lands marks a huge turning point for the Group. With a projected gross development
value of more than RM2.0 billion planned on the said land bank, the Groups profitability for the coming years look bright and
promising.
Industry Overview and Prospects
The Malaysian property scene appears sustainable albeit at a slower rate against the backdrop of tighter lending by banks,
introduction of goods and services tax and potential interest rate hikes. The Groups choice of undertaking boutique developments
can largely withstand these challenges as buyers seeking for niche properties in sought after locations would see value in such
properties and consider such properties as attractive and secured investments.
Property development looks set to become the major contributor for the Group in the near future, starting with its existing high-end
boutique mixed development of its lands in Ipoh and Ulu Kelang whilst efforts to source for new pockets of land continue to further
augment the Groups land bank for high-end boutique developments. Recurring rental income from the two malls will form the base
of the Groups operations.
Corporate and Social Responsibility
The Groups main objective in its corporate social responsibility programmes is to innovate and develop economically sustainable
solutions that serve the communities.
The Groups two shopping malls provide a sanctuary for members of the communities in which they are located, cater to the
interests of the society and provide a venue for the organization of activities and events such as exhibitions, concerts, campaigns
and competitions. The malls also utilize their avenues to engage the surrounding communities with corporate social responsibility
programmes and playing host to charitable events such as Save Earth Day, charity singing contests, crime prevention & anti-drug
campaigns, blood donation drive organised by hospitals, Lions Club and other charitable societies, children sports and family day
and various other events for the underprivileged. Together with National Kidney Foundation of Malaysia and certain hospitals, we
co-organized free health screening campaigns to promote better health awareness. We also organized a mid-autumn celebration

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

11

CHAIRMANS STATEMENT
where patrons from old folks home and special needs children were invited to celebrate. A childrens rights awareness campaign
programme organized by the State Welfare Department was hosted by us at our mall premises, amongst other community based
activities that we work together with local government bodies.

As part of employee development to nurture staff competency and enhance personal development, we continually conduct
internal and external training programmes. These programmes are tailored to cover different areas such as personal and leadership
development, motivational, technical knowledge, functional and others.
Evaluating employee performance is carried out via an annual appraisal process which allows for two-way communication
between employee and superior on work goals and personal enhancement. Through this engagement process, gaps or areas of
improvement are identified and clear development plans are discussed with superiors to close the assessed gaps. This represents
a key component to ensure the quality of manpower within the workplace.
In acknowledging the importance of work-life balance for the health and wellbeing of employees, team bonding and recreational
activities were arranged for staff to foster team spirit and teamwork, promote good camaraderie and improve communication
between all levels of employees. Staff welfare is taken care of by providing a conducive working environment. We offer weekly
wellness program for staff to reduce health risk and be physically and mentally fit for work. Safety, health and security of employees
are in line with company policies and regulations at all times.

12

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Annual Report 2014

CHAIRMANS STATEMENT

Acknowledgement
On behalf of the Board of Directors, I would like to take this opportunity to thank our Independent Director Mr Lim Een Hong for
his invaluable contribution to the Board during the tenure of his directorship. At the same time, my appreciation also goes to the
management team and all employees of the Group for your perseverance and dedication over the past year. We seek this continued
commitment to work together to achieve our mission of growth and excellence in the road ahead leading to a promising future.
My appreciation also goes to our valued shareholders, clients, bankers and business associates for your unwavering support over
the years as we continue to build bigger and better dreams for the benefit of all stakeholders.
Last but not least, I wish to extend my sincere thanks to my fellow Board members for your invaluable counsel and contribution
towards the betterment of the Group.

Dato Syed Ariff Fadzillah Bin Syed Awalluddin


Chairman

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Annual Report 2014

13

BOARD OF DIRECTORS

Sitting from left: Dato (Dr.) Teoh Seng Foo, Dato Syed Ariff Fadzillah bin Syed Awalluddin and Dato Tiong Kwing Hee
Standing from left: Mr. Teoh Seng Kian, Dato Amos Siew Boon Yeong and Dato Boey Chin Gan

1 Dato Syed Ariff Fadzillah


bin Syed Awalluddin
(Chairman/Independent
Non-Executive Director)
Malaysian

2 Dato (Dr.) Teoh Seng Foo

3 Dato Tiong Kwing Hee

4 Dato Amos Siew Boon Yeong

5 Dato Boey Chin Gan

6 Mr. Teoh Seng Kian

(Independent Non-Executive
Director)
Malaysian

14

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

(President/Non-Independent
Executive Director)
Malaysian

(Independent Non-Executive
Director)
Malaysian

(Group Chief Executive


Officer/Non-Independent
Executive Director)
Malaysian

(Alternate Director to
Dato (Dr.) Teoh Seng Foo)
Malaysian

DIRECTORS PROFILE

Dato Syed Ariff Fadzillah bin Syed Awalluddin


(Chairman/Independent Non-Executive Director)
Malaysian

Dato Syed Ariff Fadzillah bin Syed Awalluddin, aged 71, was appointed to the Board on 27 January 2006. He was re-designated
to Chairman/Independent Non-Executive Director on 1 December 2009. He is also the Chairman of the Nominating Committee and
a member of the Remuneration Committee and Audit Committee.
He holds a Bachelor of Arts degree in History from University Malaya. He also holds a Diploma in Development Administration and
a Master of Arts in International Relations.
He started his career as an Assistant District Officer in Kulim, Kedah in 1967. He was an Assistant Secretary in the Public Service
Commission, Kuala Lumpur between 1970 and 1972 before being transferred to the Ministry of Foreign Affairs. Prior to retiring
in November 2001, he served as the Ambassador of Malaysia to the Kingdom of Thailand from 1996 to 2001, Ambassador to
the Republic of Korea with joint accreditation to Mongolia (1992 to 1995) and Ambassador of Malaysia to Fiji with concurrent
accreditations to Tuvalu, Tonga, Western Samoa, Kiribati and Nauru (1998 and 1991). His other foreign assignments include
postings to Indonesia, Libya and Canada. He was also the Deputy Permanent Representative of the Permanent Mission of Malaysia
to the United Nations between 1982 and 1986. From 1991 to 1992, he served as the Undersecretary of the Ministry of Foreign
Affairs in charge of Southeast Asia and South Pacific.
He also sits as director on the boards of MNRB Holdings Berhad, MNRB Retakaful Berhad, Malaysian Reinsurance Berhad and
Berjaya Auto Berhad.
He has no family relationship with any other Director and/or major shareholder of the Company. He has not entered into any
transaction, whether directly or indirectly, which has a conflict of interest with the Company and has no convictions for offences,
other than traffic offences (if any), within the past ten (10) years.
He has attended all five (5) Board meetings held during the financial year ended 31 May 2014.

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15

DIRECTORS PROFILE

Dato (Dr.) Teoh Seng Foo

(President/Non-Independent Executive Director)


Malaysian

Dato (Dr.) Teoh Seng Foo, aged 58 was appointed to the Board on 5 May 1997. He was re-designated from the position of an
Executive Deputy Chairman to President/Non-Independent Executive Director on 1 December 2009. He is also the Chairman of the
Executive and Remuneration Committees.
An accountant by profession, Dato Teoh is a Chartered Accountant of the Malaysian Institute of Accountants, a Chartered
Management Accountant and Fellow Member of the Chartered Institute of Management Accountants, United Kingdom. Dato Teoh
is also a Chartered Global Management Accountant.
Dato Teoh has wide corporate experience, having held senior management positions in multi-national corporations such as Intel
Technology, Woodward & Dickerson Inc., Coopers & Lybrand (now Pricewaterhouse Coopers) and Esquel Group.
Dato Teoh was conferred the Honorary Doctorate in Business Administration by University of Abertay Dundee, United Kingdom. He
is also a Patron of the University of Abertay Foundation based in United Kingdom.
Dato Teoh currently holds board position as the President of Meda Inc. Berhad.
He is a brother to Teoh Seng Aun and Teoh Seng Kian (who is also his alternate director), who are major shareholders of the
Company. Apart from the above, he has no other family relationship with any other Director and/or major shareholder of the
Company.
He has not entered into any transaction, whether directly or indirectly, which has a conflict of interest with the Company, other than
those disclosed in the notes accompanying the financial statements, and has no convictions for offences, other than traffic offences
(if any), within the past ten (10) years.
He has attended all the five (5) Board meetings held during the financial year ended 31 May 2014.

16

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Annual Report 2014

DIRECTORS PROFILE

Dato Tiong Kwing Hee

(Group Chief Executive Officer/Non-Independent Executive Director)


Malaysian

Dato Tiong Kwing Hee, aged 56, first joined the Board as an Alternate Director on 18 September 2008 and subsequently appointed
as Executive Director/Chief Executive Officer on 2 January 2009. He is currently the Group Chief Executive Officer of the Company.
He is also a member of management committee, namely Executive Committee and the Risk Management Committee.
He obtained a Bachelor of Arts (Hons) majoring in Business Administration from Hanover College, United States of America in 1982
and a Master Degree in Business Economics from Miami University, United States of America in 1983.
He started his career with Sim Lim Holdings Berhad in 1983 as Executive Officer in charge of corporate finance and was promoted
to Manager in 1984 and General Manager in 1985. He left Sim Lim Holdings Berhad in 1987 following his venture into the timber
industry and became a shareholder cum director of marketing in Wansuria Sdn Bhd. He was a substantial shareholder in London
Pacific Ltd, a company listed on the New Zealand Stock Exchange between 1988 and 1994. In 1994, he left the timber industry
when he sold off his stake in Wansuria Sdn Bhd. In 1995, he joined D-Systems Pte Ltd, a Singapore based company with exclusive
distribution rights of drywall system from United States of America for Asia Pacific region, as the Chief Executive Officer. In 1997, he
was head hunted on a two (2) years contract as an Executive Director of a listed company to prepare that company for a corporate
restructuring.
During the course of his career, he has been directly involved in various industrial sectors including corporate finance, financial
services, manufacturing, plantations, property, construction, education, leisure, entertainment and mineral resources. He has
extensive hands-on experience, knowledge and exposure in international business, corporate planning, restructuring and corporate
turnaround.
Dato Tiong is also currently the Executive Director of Mercury Industries Berhad.
He has no family relationship with any other Director and/or major shareholder of the Company. He has not entered into any
transaction, whether directly or indirectly, which has a conflict of interest with the Company, other than those disclosed in the notes
accompanying the financial statements, and has no convictions for offences, other than traffic offences (if any), within the past ten
(10) years.
He has attended all the five (5) Board meetings held during the financial year ended 31 May 2014.

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

17

DIRECTORS PROFILE

Dato Amos Siew Boon Yeong


(Independent Non-Executive Director)
Malaysian

Dato Amos Siew Boon Yeong, aged 56, was appointed to the Board on 27 October 2005. He is also the Chairman of the Audit
Committee and a member of the Remuneration Committee.
He qualified as a Certified Public Accountant in 1984 and is currently a member of the Malaysian Institute of Certified Public
Accountants, a Chartered Accountant with the Malaysian Institute of Accountants and an associate member of the Chartered Tax
Institute of Malaysia. He is also a Certified Financial Planner and is a member of the Financial Planning Association of Malaysia.
He started his auditing career and professional training with the accounting firm, Coopers & Lybrand in 1978 before establishing his
own practice in 1988. He is currently the sole practitioner of the public accounting firm, Messrs. Siew Boon Yeong & Associates.
He has vast experiences in auditing, tax planning, corporate finance and financial planning and has been involved in numerous
assignments on merger and acquisitions, debt restructuring and liquidation.
He is also a Director of SEG International Bhd.
He has no family relationship with any other Director and/or major shareholder of the Company. He has not entered into any
transaction, whether directly or indirectly, which has a conflict of interest with the Company and has no convictions for offences,
other than traffic offences (if any), within the past ten (10) years.
He has attended all the five (5) Board meetings held during the financial year ended 31 May 2014.

18

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

DIRECTORS PROFILE

Dato Boey Chin Gan

(Independent Non-Executive Director)


Malaysian

Dato Boey Chin Gan, aged 49 was appointed to the Board on 1 April 2009. He is also a member of the Audit and Nominating
Committees.
He obtained the Bachelor of Arts (Honours) from the University Kebangsaan Malaysia (UKM).
Dato Boey is very active in the social economic development of the country. He has served as the Press Secretary to the Minister
of Housing and Local Government of Malaysia for eleven (11) years from 1993 to 2004. In 2004, Dato Boey was the Kedah State
Assemblyman. Dato Boey has vast experiences and extensive knowledge in administrative and strategic planning by virtue of his
long service in government sectors.
He has no family relationship with any other Director and/or major shareholder of the Company. He has not entered into any
transaction, whether directly or indirectly, which has a conflict of interest with the Company and has no convictions for offences,
other than traffic offences (if any), within the past ten (10) years.
He has attended four (4) out of five (5) Board meetings held during the financial year ended 31 May 2014.

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

19

DIRECTORS PROFILE

Mr. Teoh Seng Kian

(Alternate Director to Dato (Dr.) Teoh Seng Foo)


Malaysian

Mr. Teoh Seng Kian, aged 54, was appointed as Alternate Director to Dato (Dr.) Teoh Seng Foo, the President, on 1 December
2009.
He graduated with a Bachelor of Engineering (Mechanical) degree from Australia in 1984. He started his career with an Australian
company specializing in manufacturing of building materials. Upon returning to Malaysia, he served as a director in a company
involved in quarrying and infrastructure construction. He is currently the Group Managing Director of Meda Inc. Berhad.
He is a major shareholder of the Company and is deemed to have an interest in all the shares held by the Company in the
subsidiaries by virtue of his substantial interest in shares of the Company. He is a brother to Dato (Dr.) Teoh Seng Foo, the President
of the Company and Teoh Seng Aun, who is a major shareholder of the Company. Apart from the above, he has no other family
relationship with any other Director and/or major shareholder of the Company.
He has not entered into any transaction, whether directly or indirectly, which has a conflict of interest with the Company, other than
those disclosed in the notes accompanying the financial statements, and has no convictions for offences, other than traffic offences
(if any), within the past ten (10) years.

20

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

FIVE-YEAR GROUP STATISTICS

Revenue
(RM Million)

2014

Profit / (Loss) Before Tax and


Non-controlling Interests
(RM Million)

2014

24.4

2013
2012

33.1

2013

76.4
160.5

Shareholders Funds
(RM Million)

26.7

2012

2014

180.3

2013

150.3

2012

15.4

2011

25.0

2011

9.5

2011

2010

21.1

2010

(41.4)

2010

130.0
118.6
105.2

Year Ended 31 May


2014

2013

2012

2011

2010

Revenue

(RM Million)

24.4

76.4

160.5

25.0

21.1

Profit / (Loss) Before Tax and


Non-controlling Interests

(RM Million)

33.1

26.7

15.4

9.5

(41.4)

Profit / (Loss) Attributable to Shareholders

(RM Million)

30.1

24.3

10.9

8.8

(41.4)

Shareholders Funds

(RM Million)

180.3

150.3

130.0

118.6

105.2

Total Assets Employed

(RM Million)

440.5

403.1

440.2

414.4

358.7

Earnings / (Loss) Per 50 Sen Share

(Sen)

4.6

3.7

1.7

1.4

(6.4)

Net Assets Per 50 Sen Share

(RM)

0.28

0.23

0.20

0.18

0.16

Weighted Average Number of Shares


(50 Sen Per Share) in Issue During the Year
(000)
650,148

650,148

650,148

650,148

650,148

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

21

MILESTONE HIGHLIGHTS

22

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

MILESTONE HIGHLIGHTS

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

23

CORPORATE GOVERNANCE STATEMENT


The Board of Directors (Board) of EcoFirst Consolidated Bhd (the Company) supports the Principles and Recommendations as
promulgated by the Malaysian Code on Corporate Governance 2012 (the Code); and recognises the importance of enhancing
shareholders value through building a sustainable business by implementing and maintaining high standards of corporate
governance in managing the business affairs of the Company.
The Board is pleased to report herewith on how the Code has been applied throughout the Company, and to a certain extent the
Company and its subsidiaries (the Group).
PRINCIPLE 1 - ESTABLISH CLEAR ROLES AND RESPONSIBILITIES
1.1

Establish clear functions reserved for the Board and those delegated to Management
The Board has established clear functions between the Board and the Management, where the Board is effectively
responsible, but not limited to the following functions:a) Setting Vision and Mission, and strategic plans for the Group. Such plans would include the formulation of budgets
and forecasts;
b) Approval of financial statements, both for regulatory and management reporting;
c) Setting dividend policy for shareholders;
d) Appointment of auditors, both external and internal, and the company secretary. The external auditors shall then be
recommended for approval by the shareholders;
e) Succession planning for both the Board and the Senior Management of the Group;
f)

Setting authority limits within which Management decisions are to be made, in line with good corporate governance
and the applicable limits imposed by regulatory bodies;

g) Approval of significant changes in the internal accounting policies and procedures; and
h) Ascertaining the risk management framework and internal control system for the Group.
Further details of the Boards key roles and responsibilities are outlined in Paragraph 1.2 below.
The Executive Directors and the Management are then tasked with implementing the strategies, policies and decisions of
the Board, overseeing the administration and management of the day-to-day operations of the business, for sustainability
and growth of the Group. Budgets and projections are implemented and monitored on a regular basis by the Board to
ensure that the Companys goals are met.
1.2

Establish clear roles and responsibilties in discharging its fiduciary and leadership functions
The Board recognises the key roles it plays in charting the strategic direction of the Group and has assumed the following
principal responsibilities in discharging its fiduciary and leadership functions:

24

Reviewing and adopting a strategic plan for the Group addressing the sustainability of the Groups business;

Overseeing the conduct of the Groups business and evaluating whether or not its businesses are being properly
managed;

Identifying principal business risks faced by the Group and ensuring the implementation of appropriate internal
controls and mitigating measures to address such risks;

Ensuring that all candidates appointed to senior management positions are of sufficient calibre, including having in
place programmes to provide for the orderly succession of senior management personnel and members of the Board;

Overseeing the development and implementation of shareholder communications policy;

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

CORPORATE GOVERNANCE STATEMENT


PRINCIPLE 1 - ESTABLISH CLEAR ROLES AND RESPONSIBILITIES (continued)
1.2

Establish clear roles and responsibilties in discharging its fiduciary and leadership functions (continued)

Reviewing the adequacy and integrity of the Groups internal control and management information systems; and

Determining the remuneration of Executive Directors and recommending the fees of Non-Executive Directors of
the Company for shareholders approval, with the individuals concerned abstaining from discussions of their own
remuneration.

To assist in the discharge of its stewardship roles, the Board has established board committees, namely the Audit
Committee, Remuneration Committee and Nominating Committee to examine specific matters within their respective
terms of reference as approved by the Board and each committee head reports to the Board with their recommendations.
The ultimate responsibility for decision making, however, lies with the Board.
1.3

Formalise ethical standards through a code of conduct and monitoring of its compliance
The Code of Ethics and Conduct, which is formulated to enhance the standard of corporate governance and promote
ethical conduct, is to be observed by the Directors and employees of the Group.
The Board recognizes the importance on adherence to the said Code and takes measures to put in place a process to
ensure its compliance.

1.4

Groups strategies to promote sustainability


The Board is mindful of the importance of business sustainability and, in developing the corporate strategy of the Group,
its impact on the environmental, social and governance aspects are taken into consideration. The Groups activities on
corporate and social responsibilities for the year under review are disclosed in the Chairmans Statement of this Annual
Report.

1.5

Allows the Board access to information and advice


The Board is allowed access to all information pertaining to the Group, at the Companys expense, including the appointed
external service providers, namely the Companys Internal and External Auditors and Company Secretary.
The Management supplies the Board with relevant information and reports on financial, operational, corporate, regulatory,
business development and audit matters; either for Board meetings or upon specific requests by the Board. Such
information is provided in a timely manner to allow for sufficient time for dissemination and understanding by Board
members.
During the financial year under review, the Board met five (5) times, with details of attendance of each member as outlined
in the Directors Profile Section of this Annual Report.

1.6

The Board has to be supported by a suitably qualified and competent Company Secretary
The Board recognises that the Company Secretary is a central source of information for the provision of relevant advice on
compliance and policy issues as set out by the Board and external regulatory bodies, such as Bursa Malaysia Securities
Berhad (Bursa Securities), the Suruhanjaya Syarikat Malaysia and the Securities Commission.
The Group is supported by a Company Secretary, who is externally appointed, as the Board may benefit from her
experience gained in providing corporate secretarial services to other public listed companies.

1.7

The Board should formalise, periodically review and make public its Board Charter
The Board has established the Board Charter as a source of reference to the Board in the fulfilment of its roles, duties and
responsibilities, which are in line with the recommendations of the Code.
The Board reviews this Board Charter from time to time, and will make amendments where necessary, consistent to the
Boards objectives, current laws and regulations and best practice.

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

25

CORPORATE GOVERNANCE STATEMENT


PRINCIPLE 2 - STRENGTHEN COMPOSITION OF THE BOARD
2.1

Establishment of a Nominating Commitee


The Nominating Committee comprises wholly of Non-Executive Directors, and its members, as at the date of this Annual
Report are as follows:

Dato Syed Ariff Fadzillah bin Syed Awalluddin


Dato Amos Siew Boon Yeong
Dato Boey Chin Gan

-
-
-

Chairman/Independent Non-Executive
Independent Non-Executive
Independent Non-Executive

Dato Syed Ariff is also the Senior Independent Director, identified by the Board to whom shareholders can channel their
concerns to, via the Companys website: www.ecofirst.com.my.
During the year, the Nominating Committee met once on 25 July 2013, to review and recommend to the Board the annual
assessment of the Board, the board committees, the individual Directors and the re-election of Directors.
2.2

Nominating Committee to develop, maintain and review criteria to be used in the recruitment process and
annual assessment of Directors
Part of the terms of reference of the Nominating Committee includes the following responsibilities:


assessment and recommendation to the Board the candidature of new Directors;


appointment of Directors to board committees;
review of Boards and Senior Managements succession planning; and
outlining training programmes for the Board.

The Nominating Committee has implemented a formal and transparent selection process for the identification of new
Directors, which includes assessment of ideal composition of the Board, and the suitability of the candidate in meeting
the needs of the Board and the Company. During the year under review, no new Directors were appointed by the Board.
Similarly, the appointment of Directors to the board committees would be made under a similar formal and transparent
process, taking into account the Directors competencies, commitment and ability to contribute effectively. During the
year, the Nominating Committee has recommended the appointment of Dato Syed Ariff to the Audit Committee of the
Company.
The Nominating Committee has formalised a practical and transparent succession planning process for the Board, where
amongst others, each Director is requested to identify names of persons suitable as board members, for submission and
review by the Nominating Committee.
The Nominating Committee has also set broad criteria for each Director to achieve during the year. Details of these
programmes are outlined in Paragraph 2.3 below.
The Nominating Committee is currently in the midst of formalising its diversity policy with regards to gender, race and age
of both the Board and the Companys workforce. At the moment, the Board is of the opinion that the current composition
of the Board is balanced and effective, with a good mix of skills and experience from the different background of both
Executive and Non-Executive Directors. Details of the profiles of the Board are available on the Directors Profile Section
of this Annual Report.
2.3

Establish formal and transparent remuneration policies and procedures for the Board
The Board has established a Remuneration Committee to oversee the function of remunerating the Board in a manner that
attracts, retains and motivates Directors, and its membership comprise of :

26

Dato (Dr.) Teoh Seng Foo


Dato Syed Ariff Fadzillah bin Syed Awalluddin
Dato Amos Siew Boon Yeong

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

-
-
-

Chairman/Non-Independent Executive
Independent Non-Executive
Independent Non-Executive

CORPORATE GOVERNANCE STATEMENT


PRINCIPLE 2 - STRENGTHEN COMPOSITION OF THE BOARD (continued)
2.3

Establish formal and transparent remuneration policies and procedures for the Board (continued)
The components of Directors remuneration are structured so as to link rewards to corporate and individual performance
in the case of Executive Directors. The Remuneration Committee shall also adopt the recently approved employees share
option scheme to add to the remuneration of its Executive Directors.
In the case of Non-Executive Directors, the level of remuneration reflects the experience and level of responsibilities
undertaken by the individual Non-Executive Director concerned. In addition, the Company is undertaking a review on the
market rates of fees paid to Non-Executive Directors.
During the financial year under review, one (1) Remuneration Committee meeting was held and attended by all its members.
The Remuneration Committee reviewed and recommended to the Board, the remuneration for the Executive Directors of
the Company and further recommended the Non-Executive Directors fees to the Board for shareholders approval at the
Companys Annual General Meeting.
Details of the remuneration of the Board for the financial year under review are as follows:1. Aggregate remuneration of the Directors categorised into appropriate components:
Fee
(RM)

Remuneration and others


(RM)

Total
(RM)

974,950

974,950

151,800

151,800

Executive Directors
Non-Executive Directors

2. The number of Directors of the Company in each remuneration band is as follows:Range of Remuneration

Number of Director
Executive

Non-Executive

Nil

1*

Below RM50,000

RM450,001 to RM500,000

RM500,001 to RM550,000

* Alternate Director

PRINCIPLE 3 - REINFORCE INDEPENDENCE OF THE BOARD


3.1

Assessment of the Independent Directors


At present, the Board of the Company is made up of five (5) Directors, with three (3) being Independent. The Nominating
Committee has formalised an assesment policy and procedure for the Independent Directors, to ensure that these Directors
continue to be independent and bring objective judgement to the Board. As the Nominating Committee comprise wholly
of Independent Directors, the assessment is thus carried out by the Non-Independent Directors, namely the President and
Chief Executive Officer (CEO).
Similarly, for the re-election of Independent Directors, the Non-Independent Directors together with other Independent
Directors who are not named in the re-election has undertaken assessment of the state of independence of the Independent
Directors.
For this year, Dato Syed Ariff is standing for re-election as Director of the Company pursuant to Section 129 of the
Companies Act 1965, and the basis for recommending Dato Syed Ariff as Independent Director can be found in
explanatory notes on Ordinary Business to the Notice of the Annual General Meeting (AGM).
ECOFIRST CONSOLIDATED BHD (15379-V)
Annual Report 2014

27

CORPORATE GOVERNANCE STATEMENT


PRINCIPLE 3 - REINFORCE INDEPENDENCE OF THE BOARD (continued)
3.2&
3.3

Tenure of Independent Director should not exceed a cumulative term of nine (9) years and must justify and
seek shareholders approval to retain as an Independent Director
For this year, Dato Amos Siew would have served the Board as an Independent Director for more than nine (9) years, since
his appointment on 27 October 2005. The Board, based on recommendation and assessment made by the Nominating
Committee is recommending to the shareholders to retain Dato Amos Siews directorship as independent due to the
reasons as highlighted in the explanatory notes on Special Business to the Notice of the AGM.

3.4

Positions of the Chairman and the CEO should be held by two (2) different individuals, and the Chairman must
be a Non-Executive Director
The Board is pleased to report that the Company has identified separate individuals holding the positions of the Chairman
and CEO. The Chairman, namely Dato Syed Ariff, who is also an Independent Non-Executive Director, is responsible for
the orderly conduct and effectiveness of the Board, whereas Dato Tiong as the CEO, is responsible for the implementation
of the Boards policies and decisions, and maintaining the operational conduct of the Group.

3.5

Where the Chairman is not an Independent Director, the majority of the Board must comprise of Independent
Directors
Notwithstanding that the Board is headed by an Independent Chairman, the Board itself comprise majority of Independent
Directors.

PRINCIPLE 4 - FOSTER COMMITMENT OF DIRECTORS


4.1

Time commitment and protocals for new Directors


The Board of the Company acknowledges the need to devote sufficient time to carry out their responsibilities for the
Company. It is also the Boards policy for Directors to notify the Chairman before accepting any new directorships
notwithstanding that the Listing Requirements allow a Director to sit on the boards of five (5) listed issuers. Such notification
is expected to include an indication of time expected to be spent on the new appointment.

4.2

Access to appropriate continuing education programmes


The Board, via the Nominating Committee, continues to identify and has attended appropriate briefings, seminars,
conferences and courses to keep abreast of their respective areas of expertise and enhance their skills through appropriate
continuing education programmes.
The Board is pleased to report that all Directors have completed the Mandatory Accreditation Programme except for Mr
Lim Een Hong who did not attend any training during the year. During the period under review, the Directors have attended
the following programmes:Name
Dato Syed Ariff Fadzillah Bin Syed
Awalluddin

28

Programme

Date

Risk Management Forum Embracing


Risks for Long-Term Corporate Success
Boosting Your Risk Governance

4 June 2013

Risk Appetite and Risk Tolerance

29 June 2013

Dato (Dr.) Teoh Seng Foo

Navigating The Global Economic Fragility:


Implications On Malaysian Business

22 October 2013

Dato Tiong Kwing Hee

Making A Difference

4 July 2013

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

CORPORATE GOVERNANCE STATEMENT


PRINCIPLE 4 - FOSTER COMMITMENT OF DIRECTORS (continued)
4.2

Access to appropriate continuing education programmes (continued)


Name
Dato Tiong Kwing Hee

Programme

Date

Dreaming Big - Doing The Impossible

13 August 2013

Enhancing Corporate Governance

1 October 2013

Out-Of-The-Box Leadership

28 April 2014

Slope Management Seminar ~ Overcoming


Challenges & The Way Forward

7 May 2014

National Tax Conference 2013

24 & 25 June 2013

Seminar Percukaian Kebangsaan 2013

31 October 2013

MIA Conference 2013

26 & 27 November 2013

Dato Boey Chin Gan

Highlights of 2014 Budget and


Tax Developments

7 November 2013

Teoh Seng Kian (Alternate Director


to Dato (Dr.) Teoh Seng Foo)

Government Intervention in Business:


Some Public Policy Issues

12 November 2013

Dato Amos Siew Boon Yeong

Apart for the abovementioned programmes, the Company Secretary keeps the Board abreast on the relevant guidelines
on statutory and regulatory requirements from time to time at Board meetings. The External and Internal Auditors also
briefed the Board members on any changes to the Malaysian Financial Reporting Standards and internal audit guidelines
that affect the financial statements and internal controls of the Group.
PRINCIPLE 5 - UPHOLD INTEGRITY IN FINANCIAL REPORTING BY COMPANY
5.1

Financial statements must comply with applicable financial reporting standards


The Board acknowledges its responsibility for the quality, correctness and completeness of the financial statements of
the Company and the Group, hence sufficient time and efforts are put aside to review and to ensure that the financial
statements are prepared in accordance with applicable financial reporting standards.
In order to achieve this objective, the Board has entrusted the Audit Committee in ensuring that this responsibility is carried
out effectively. The Audit Committee, which is headed by Dato Amos Siew, who himself is a qualified member of the
Malaysian Institute of Accountants, reviews the financial statements not only against past results but with the inclusion of
budgeted and forecast figures as well.
A Statement by Directors on their responsibilities in preparing the Annual Financial Statements is set out in page 31.

5.2

Policies and procedures to assess the suitability and independence of External Auditors
The Board upholds the integrity of financial reporting by the Company, and hence the Audit Committee has established
procedures in assessing the suitability and independence of the External Auditors. Amongst others, such procedures
include the following:

The provision of written assurance by the External Auditors, confirming that they are, and have been, independent
throughout the conduct of the audit engagement with the Company in accordance with the independence criteria set
out by the Malaysian Institute of Accountants.

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

29

CORPORATE GOVERNANCE STATEMENT


PRINCIPLE 5 - UPHOLD INTEGRITY IN FINANCIAL REPORTING BY COMPANY (continued)
5.2

Policies and procedures to assess the suitability and independence of External Auditors (continued)

The scrutiny of non-audit services prior to acceptance of any appointment. The Audit Committee undertakes to
rigorously review the terms of the non-audit services, to determine if such services would impair the independence of
the External Auditors.

The annual assessment formally adopted by the Audit Committee on the suitability and independence of External
Auditors.

Having separate sessions with External Auditors without the presence of Management to allow for frank and candid
dialogue with the External Auditors.

PRINCIPLE 6 - RECOGNISE AND MANAGE RISKS


6.1

Sound framework to manage risks


The Board affirms its overall responsibility for the Group on the implementation of an effective risk management system,
and internal control system. The Board via the Audit Committee ensures that actions are taken to review the adequacy,
integrity and effectiveness of these systems. Details of the risk management framework and its corresponding action plans
taken to mitigate the risks are outlined in the Statement on Risk Management and Internal Control Section of this Annual
Report.

6.2

Establish an internal audit function


The Board, through the Audit Committee, has appointed Internal Auditors to review the implementation of the internal
control systems to ensure that the system is viable and robust. Further details of the activities of the Internal Auditors are
available in the Audit Committee Report Section of this Annual Report.
The Audit Committee also undertakes an annual assessment of the suitability and performance of the Internal Auditors,
including the qualifications of the team and resources available, and holds separate sessions with the Internal Auditors
without the presence of Management to allow for frank and candid dialogue.

PRINCIPLE 7 - ENSURE TIMELY AND HIGH QUALITY DISCLOSURE


7.1

Implementation of appropriate corporate disclosure policies and procedures


The Board is aware of the need to establish an internal corporate disclosure policies and procedures which are practical
and in compliance with the disclosure requirements imposed by Bursa Malaysia Listing Requirements.
The Board has also ensured that apart for the regulatory requirement of public announcements via the Bursa Link, the
Annual Report, being a key source of information which is available for each shareholder, contains easy and comprehensive
details of the business, the financial performance of the Company and corporate policies and procedures.
In addition, and as outlined further below, the Company has a dedicated website that discloses the necessary corporate
reports and information for the publics viewing.
Whilst the Board attempts to be as transparent as possible in its corporate disclosure policies and procedures, it must be
mindful of the legal and regulatory framework surrounding the release of material and price-sensitive information. Therefore
certain information, such as release of corporate proposals, financial results and other market sensitive details will not be
disseminated to the shareholders without first making the official announcement to the Bursa Link for public release.

7.2

Leverage on information technology for effective dissemination of information


In the Company, a dedicated website - www.ecofirst.com.my - is in place where employees alongside the public can
access to, where pertinent information, such as the ones listed below, are displayed:


30

The Companys Vision and Mission statement


The Companys latest financial performance
Corporate Social Responsibility activities taken by the Company
Message from the CEO

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

CORPORATE GOVERNANCE STATEMENT


PRINCIPLE 8 - STRENGTHEN RELATIONSHIP BETWEEN COMPANY AND SHAREHOLDERS
8.1

Shareholders participation at general meetings


The Board acknowledges the importance of general meetings as an avenue for the shareholders not only to exercise their
rights to vote, but to be heard as well. As such, the Board has taken steps to encourage shareholders participation by
implementing the following steps:

Notices for the general meetings are issued on timely manner, ahead of the twenty-one (21) days notice requirement
as stipulated by Bursa Securities. The additional time given to shareholders allows them to make necessary
arrangements to attend and participate either in person, by corporate representative, by proxy or by attorney.

Adequate questions and answers time is allocated for each resolution to be passed, where shareholders are given the
opportunity to seek clarification on matters pertaining to the Company.

The Management and External Auditors are also invited to attend the general meetings, and are available to answer
to queries relating to the respective subject matter.

The Board, through their appointed share registrars shall consider the adoption of electronic voting to facilitate greater
shareholder participation.
8.2

Poll voting
The electronic voting, once adopted would enhance poll voting. For the moment, shareholders are informed of their rights
to demand for a poll voting at the commencement of the general meeting.

8.3

Effective communication and proactive engagements with shareholders


The Board recognises the importance of direct engagement with shareholders to provide a better appreciation of the
Companys objectives, quality of its management and challenges, whilst making the Company aware of shareholders
expectations and concerns. As such, the Company has via its website, included a Contact Us link where shareholders
and the public can direct their queries to.

STATEMENT OF DIRECTORS
RESPONSIBILITY IN PREPARING
THE ANNUAL FINANCIAL STATEMENTS
The Directors are legally required, in accordance with the Companies Act 1965, to prepare financial statements, which present a
true and fair view of the state of affairs, and of the results of the operations of the Group and the Company and in preparing the
financial statements for the financial year ended 31 May 2014, the Directors have:


ensured compliance with applicable approved accounting standards in Malaysia;


adopted and consistently applied appropriate accounting policies; and
made judgements and estimates that are prudent and reasonable.

The Directors are responsible for ensuring that proper accounting records are maintained, which disclose with reasonable accuracy,
the financial position of the Group and also to ensure that the financial statements comply with applicable approved accounting
standards in Malaysia. In addition, the Board is responsible for the proper safeguarding of the Groups assets and to take reasonable
steps for the prevention and detection of fraud and other irregularities.

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

31

OTHER INFORMATION
Material Contracts
There were no material contracts subsisting at the end of the financial year or entered into since the end of the previous financial
year by the Company or its subsidiaries, which involved the interests of the Directors and major shareholders other than contracts
entered into in the normal course of business.
Non-Audit Fees
Other than the following, there were no non-audit fees paid to the External Auditors during the financial year:Auditors

Services Amount Paid

RM000

Messrs Russell Bedford LC & Company

Review of the Statement on Risk Management and Internal Control

Messrs Russell Bedford LC & Company

Review of the Supplemental Information on the Disclosure of


Realised and Unrealised Profits or Losses

2
7

Share Buy-Back
The Company did not implement any share buy-back scheme during the financial year.
Depository Receipt Programme
The Company did not sponsor any depository receipt programme during the financial year.
Sanctions and/or Penalties
There were no public sanctions and/or penalties imposed on the Company and its subsidiaries, directors or management by the
relevant regulatory bodies during the financial year.
Variation in Results
There was no material variation between the audited results and the unaudited results previously released for the financial year
ended 31 May 2014.
Profit Guarantee
The Company did not make any arrangement during the financial year which requires profit guarantee.
Options, Warrants or Convertible Securities
There were no options or convertible securities issued or exercised during the financial year.
Utilisation of Proceeds Raised from Corporate Proposal
On 20 June 2014, the Company has received shareholders approval on the corporate exercises as disclosed in Note 30 of the
Financial Statements.
As at 25 September 2014, the Company has received total proceeds of RM20 million pursuant to the private placement with
warrants as disclosed in Note 30(d) of the Financial Statements, out of which RM1.4 million has been utilised.
Recurrent Related Party Transaction of a Revenue Nature
There was no recurrent related party transaction of a revenue nature, which requires shareholders mandate during the financial year.

32

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

AUDIT COMMITTEE REPORT


MEMBERSHIP
The Audit Committee comprises wholly of Independent Non-Executive Directors as follows:Dato Amos Siew Boon Yeong
Dato Boey Chin Gan
Dato Syed Ariff Fadzillah bin Syed Awalluddin
Lim Een Hong

Chairman

-
-

Appointed on 25 April 2014


Resigned on 7 April 2014

MEETINGS & ATTENDANCES


A total of five (5) meetings of the Audit Committee were held during the financial year ended 31 May 2014. The meetings were
appropriately structured through the use of agendas, which were distributed in advance to all the members of the Audit Committee.
Attendances of each member were as follows and the Company Secretary attended all the meetings during the year:Members

Total Attendance

% of Attendance

Dato Amos Siew Boon Yeong

5/5

100

Dato Boey Chin Gan

4/5

80

Lim Een Hong

4/4

100

Terms of Reference of the Audit Committee


Constitution
The Terms of Reference of the Audit Committee were established by the Board on 26 April 1994. Subsequently, amendments
were made to the terms of reference and approvals were sought at the Companys Board Meetings held on 29 March 2001 and 26
March 2008.
Objective
The objective of the Audit Committee is to assist the Board in fulfilling its responsibilities for the accounting and internal control
systems, the financial reporting procedures, the audit process and compliance with the Listing Requirements.
Membership
The Audit Committee shall be appointed by the Board from amongst the Directors of the Company and shall consist of not less than
three (3) members. All the Audit Committee members must be non-executive directors, with a majority of them being Independent
Directors. At least one (1) member of the Audit Committee:
a)

must be a member of the Malaysian Institute of Accountants; or

b)

if he is not a member of the Malaysian Institute of Accountants, he must have at least three (3) years working experience and:
he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967; or
i)
ii) he must be a member of one (1) of the associations of accountants specified in Part II of the 1st Schedule of the
Accountants Act 1967; or
iii) fulfils such other requirements as prescribed or approved by Bursa Securities.

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

33

AUDIT COMMITTEE REPORT


No alternate director shall be appointed as a member of the Audit Committee. The members of the Audit Committee shall select a
Chairman from among their numbers who shall be an Independent Director.
If a member of the Audit Committee resigns, dies or for any other reason ceases to be a member with the result that the number of
members is reduced below three (3), the Board shall, within three (3) months of that event, appoint such number of new members
as may be required to make up the minimum number of three (3) members.
The term of office and performance of the Audit Committee and each of its members shall be reviewed by the Board, via the
Nominating Committee, every year to determine whether the Audit Committee members have carried out their duties effectively and
in accordance with the terms of reference.
Authority
The Audit Committee shall, in accordance with a procedure determined by the Board 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;

e)

be able to obtain independent professional or other advice; and

f)

be able to convene meetings with the external auditors, the internal auditors or both, excluding the attendance of other
directors and employees of the Company, whenever deemed necessary.

Functions
The functions of the Audit Committee shall be to review the following and report the same to the Board:
a)

the appointment of external auditors, the audit fee and any questions of resignation or dismissal including the nomination of
person or persons as external auditors;

b)

with the external auditors, their audit plans and audit reports;

c)

with the external auditors, their evaluation of the system of internal controls and risk management;

d)

the assistance given by the Companys employees to the external auditors;

e)

the adequacy of the scope, functions, competency and resources of the internal audit functions and that it has the necessary
authority to carry out its works;

f)

the internal audit programme, processes, the results of the internal audit programme, processes or investigations undertaken
and whether or not appropriate action is taken on the recommendations of the internal audit function;

g)

the quarterly results and year end financial statements, prior to the approval by the Board, focusing particularly on:
i)
changes in or implementation of major accounting policy changes;
ii) significant and unusual events; and
iii) compliance with accounting standards and other legal requirements;

h)

any related party transactions 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;

i)

whether there is reason (supported by grounds) to believe that the Companys external auditor is not suitable for re-appointment;
and

j)

the allocation of options pursuant to a share scheme for employees at the end of each financial year.

34

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

AUDIT COMMITTEE REPORT


Meetings
Meetings shall be held not less than four (4) times a year. The external auditors may request a meeting if they consider that one
(1) is necessary. The Chairman shall convene a meeting whenever any member of the Audit Committee requests for a meeting by
giving not less than three (3) clear days notice thereof unless such requirement is waived by all members. However, consent from
member that is overseas is not required. Written notice of the meeting together with the agenda shall be given to the members of
the Audit Committee.
In order to form a quorum in respect of a meeting of an Audit Committee, the majority of members present must be Independent
Directors and any decision shall be by a simple majority. The Chairman shall not have a casting vote.
In the event that the Chairman is unable to attend a meeting, a member of the Audit Committee shall be nominated as Chairman of
the meeting. The nominated Chairman shall be an Independent Chairman.
The Audit Committee may invite other directors and employees to the meeting to brief the Committee on issues that are incorporated
into agenda.
Reporting Procedure
The Secretary of the Audit Committee shall circulate the minutes of meetings of the Audit Committee to all members of the Board.
SUMMARY OF ACTIVITIES DURING THE FINANCIAL YEAR
The Audit Committee carried out the following duties in accordance with its terms of reference:

Reviewed the External Auditors scope of work and audit plans for the year. Prior to the audit, representatives from the External
Auditors presented their audit strategy and plan.

Reviewed with the External Auditors, major issues arising from the audit.

Reviewed the internal audit programme and reports, which highlighted the audit issues, recommendations and managements
response. The members of the Audit Committee were briefed on pertinent audit issues findings and observations by the
Internal Auditors at the meetings of the Audit Committee. The Audit Committee also discussed the management actions taken
to improve the system of internal control based on recommendations made in the internal audit reports.

Recommended to the Board areas of improvement opportunities in internal control systems and procedures.

Reviewed the quarterly unaudited financial results for announcements purposes before recommending them for the Boards
approval.

Reviewed the draft audited financial statements of the Group and of the Company prior to submission to the Board for their
consideration and approval.

Reviewed related party transactions entered into by the Group.

Reviewed the Audit Committee Report and the Statement on Risk Management and Internal Control for insertion into the
Companys Annual Report.

Met with the External and Internal Auditors, in the absence of management, to discuss problems and reservations (if any)
arising from their audits.

Reviewed the applicability of certain new accounting standards on the financials of the Group.

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

35

AUDIT COMMITTEE REPORT


STATEMENT ON EMPLOYEES SHARE OPTION SCHEME (ESOS)
The Committee will verify the ESOS allocation in compliance with the criteria as stipulated in the by-laws of ESOS of the Company,
if any.
INTERNAL AUDIT FUNCTION AND ACTIVITIES
The internal audit function is outsourced to an independent professional consultancy firm entrusted with the role of providing
independent and systematic reviews on the systems of internal control of the Group. The internal audit function provides an
independent and objective feedback to the Audit Committee and the Board on the adequacy, effectiveness and efficiency of the
internal control system within the Group.
Throughout the financial year under review, the Internal Auditors has carried out the internal audit works on the main business
operations of the Group, ie property investment, property management and property development, and assignments which were in
accordance with the annual internal audit plan as approved by Audit Committee.
Upon completion of each audit cycle, the Internal Auditors would report to the Audit Committee on their audit findings, their
recommendations of corrective actions to be taken by the management together with the managements responses in relation
thereto. The Internal Auditors would also conduct follow-up reviews on previously reported issues during the audit cycles and
the results of their observations would be reported to the Audit Committee accordingly. At the request of the Audit Committee,
the Internal Auditors may re-visit previously audited business operations to further assess the system of internal controls and the
procedures implemented.
There was no material internal control failure reported in respect of internal audit works carried out during the financial year under
review that would have resulted in any significant loss to the Group.

36

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

STATEMENT ON RISK MANAGEMENT


AND INTERNAL CONTROL
Introduction
The Malaysian Code on Corporate Governance requires listed companies to maintain a sound system of risk management and
internal controls to safeguard shareholders investments and the Groups assets. The Bursa Malaysia Securities Berhads (Bursa
Securities) Main Market Listing Requirements require directors of public listed companies to include a statement in their annual
reports on the state of their risk management and internal controls. The Bursa Securities Statement on Risk Management and
Internal Control: Guidelines for Directors of Listed Issuers (Guidelines) provides guidance for compliance with these requirements.
Set out below is the Boards Statement on Risk Management and Internal Control, which has been prepared in accordance with
the Guidelines.
Boards Responsibilities
The Board maintains a system of risk management and internal controls to safeguard shareholders investments and the Groups
assets. The Board is committed to establish an appropriate control environment and also to review the adequacy and integrity
of the system of risk management and internal controls. Due to the limitations inherent in any system of risk management and
internal controls, these systems, though implemented, are designed to manage, rather than to eliminate the risk of failure to
achieve corporate objectives. Accordingly, the systems can only provide reasonable but not absolute assurance against material
misstatement or loss.
The Board confirms that there is an underlying and ongoing process in the Group for the identification, evaluation and mitigation of
its significant risks. The Board further confirmed that these processes are being regularly reviewed and accords with the Statement
on Risk Management and Internal Control: Guidelines for Directors of Listed Issuers.
The Board has undertaken a review of the adequacy and effectiveness of the risk management and internal control system and
concluded that the risk management and internal control system is adequate and effective. Further, the Board has obtained
assurance from the Chief Executive Officer that the Groups 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.
Risk Management Framework
The Board recognises that risk management is an integral part of the Groups business operations and has put in place the
Risk Management Framework within the Group as an ongoing process for identifying, evaluating, monitoring and managing the
significant risk affecting the achievement of its business objectives.
The Group established its risk framework with the aim of mitigating or minimising such risks. A database of risk records was
compiled and the critical risks (present and future) the Group faced and management action plans to manage these risks were
communicated to the Board.
Internal Audit Function
The Group has outsourced the internal audit function to an independent professional firm. The internal audit function reports directly
to the Audit Committee to provide feedback regarding the adequacy and integrity of the Groups system of internal control. The
internal audit function reviews the key activities of the Group based on the annual audit plan approved by the Audit Committee.
The Audit Committee reviews the audit plan, together with internal audit reports to obtain the necessary level of assurance with
respect to the adequacy of the internal controls as required by the Board. The Audit Committee presents its findings to the Board
on a quarterly basis or as appropriate.
During the financial year, the cost incurred for the internal audit function amounted to approximately RM44,200.

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

37

STATEMENT ON RISK MANAGEMENT


AND INTERNAL CONTROL
Other Risks and Control Processes
In addition to the risk management and internal audit function, the Board has put in place an organisational structure with formally
defined lines of responsibility and delegation of authority, allowing internal checks and balances. This includes a Procurement &
Quality Assurance standard operational procurement manual. These procedures are relevant to the Group and provide continuous
assurance to top management and the Board. The Group has also developed and made available to employees an Employee
Handbook.
Quarterly updates of the financial results of the Group are provided to the Audit Committee and the Board for assessment of
the performance of the Group. Management meetings, which involve Executive Directors and selected executive personnel, are
regularly held in order to identify and address any problems encountered by the Group, so that appropriate actions could be taken
to address the issues.
Review of Statement by External Auditors
Based on the procedures performed, the External Auditors have reviewed this statement for inclusion in the Annual Report 2014 and
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 respects, in accordance with the disclosures required by Paragraphs 41 and 42 of the Statement on Risk Management and
Internal Control: Guidelines for Directors of Listed Issuers to be set out, nor is factually inaccurate.
This statement is made in accordance with the resolution passed by the Board of Directors on 25 September 2014.

38

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

Financial
Statements
Contents
40
44
44
45
47
48
49
50
52

Directors Report
Statement by Directors
Statutory Declaration
Report of the Independent Auditors
Statements of Comprehensive Income
Statements of Financial Position
Statements of Changes in Equity
Statements of Cash Flows
Notes to the Financial Statements

DIRECTORS REPORT
The directors submit their report and the audited financial statements of the Group and the Company for the financial year ended
31 May 2014.
Principal activities
The principal activities of the Company consist of investment holding and provision of management services. The principal activities
of the subsidiaries are disclosed in Note 12 to the financial statements.
There have been no significant changes in the nature of these activities during the financial year.
Financial results

Group
RM000

Company
RM000

30,160
Net profit for the year


Attributable to:

8,935

Owners of the Company


Non-controlling interests

30,107
53

8,935
-

30,160

8,935

In the opinion of the directors, the results of the operations of the Group and the Company during the financial year have not been
substantially affected by any item, transaction or event of a material and unusual nature.
Dividends
No dividend has been paid or declared by the Company since the end of the previous financial year. The directors also do not
recommend any dividend payment in respect of the current financial year.
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.
Issue of shares and debentures
The Company has not issued any new shares or debentures during the financial year.
Share options
No options have been granted by the Company to any parties during the financial year to take up unissued shares of the Company.
No shares have been issued during the financial year by virtue of the exercise of any option to take up unissued shares of the
Company. As at the end of the financial year, there were no unissued shares of the Company under options.

40

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

DIRECTORS REPORT
Directors
The directors of the Company in office since the date of the last report are:
Dato Syed Ariff Fadzillah Bin Syed Awalluddin
Dato (Dr.) Teoh Seng Foo
Dato Tiong Kwing Hee
Dato Amos Siew Boon Yeong
Dato Boey Chin Gan
Teoh Seng Kian (Alternate to Dato (Dr.) Teoh Seng Foo)
Lim Een Hong

- Resigned on 7 April 2014

Directors interests
The interests in the Company and its related companies of those who were directors at the end of the financial year, as recorded in
the Register of Directors Shareholdings kept under Section 134 of the Companies Act 1965, are as follows:

Number of ordinary shares of RM0.50 each

Balance as at
Balance as at

1.6.2013
Bought
Sold
31.5.2014
Direct interest
Dato (Dr.) Teoh Seng Foo
9,190,500
-
-
9,190,500
Teoh Seng Kian (Alternate to
Dato (Dr.) Teoh Seng Foo)
78,502,632
4,152,100
-
82,654,732
Dato Tiong Kwing Hee
28,541,400
4,152,800
-
32,694,200

Other shareholdings in which directors


are deemed to have interests #
Dato (Dr.) Teoh Seng Foo
3,000,000
-
-
Teoh Seng Kian (Alternate to
Dato (Dr.) Teoh Seng Foo)
2,495,300
-
-

3,000,000
2,495,300

# Disclosure of interest pursuant to Section 134(12) of the Companies Act 1965.


None of the other directors in office at the end of the financial year, had held shares or have beneficial interest in shares of the
Company and its related companies during the financial year, according to the register required to be kept under Section 134 of the
Companies Act 1965.
Directors benefits
Since the end of the previous financial year, no director has received or become entitled to receive any benefit (other than a
benefit included in the aggregate amount of emoluments received or due and receivable by the directors as shown in the financial
statements or the fixed salary of a full time employee of the Company) by reason of a contract made by the Company or a related
corporation with the director or with a firm of which the director is a member, or with a company in which the director has a
substantial financial interest.
There were no arrangements during or at the end of the financial year, which had the object of enabling directors to acquire benefits
by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

41

DIRECTORS REPORT
Other statutory information
Before the financial statements of the Group and the Company were made out, the directors took reasonable steps:
(a)

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 had satisfied themselves that all known bad debts had been written off and that adequate provision had been
made for doubtful debts; and

(b)

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

At the date of this report, the directors are not aware of any circumstances:
(a)

which would render the amount written off for bad debts or the amount of the provision for doubtful debts in the financial
statements of the Group and the Company inadequate to any substantial extent;

(b)

which would render the values attributed to current assets in the financial statements of the Group and the Company
misleading; and

(c)

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

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

no item, transaction or event of a material and unusual nature has arisen which, in the opinion of the directors, would
substantially affect the results of the operations of the Group and the Company for the financial year in which this report is
made; and

(b)

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

No contingent or other liability of the Group and 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 the Company to meet their obligations as and when they fall due.
At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or the financial
statements, which would render any amount stated in the financial statements misleading.

42

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

DIRECTORS REPORT
Auditors
The auditors, Messrs Russell Bedford LC & Company, have indicated their willingness to continue in office.
Signed on behalf of the Board
in accordance with a resolution of the directors,

DATO (DR.) TEOH SENG FOO

DATO TIONG KWING HEE


Seri Kembangan, Selangor Darul Ehsan
Dated: 25 September 2014

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

43

STATEMENT BY DIRECTORS
The directors of ECOFIRST CONSOLIDATED BHD state that, in the opinion of the directors, the accompanying financial statements
are drawn up in accordance with the provisions of the Companies Act 1965 and the Financial Reporting Standards, the Approved
Accounting Standards for Entities Other Than Private Entities 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 May 2014, and of their financial performance and their cash flows for the year ended
on that date.
The supplementary information set out in Note 35, which is not part of the financial statements, is prepared in all material respects,
in accordance with Guidance on Special Matter No.1 Determination of Realised and Unrealised Profits or Losses in the Context of
Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements as issued by the Malaysian Institute of Accountants
and the directive of Bursa Malaysia Securities Berhad.

Signed on behalf of the Board


in accordance with a resolution of the directors,

DATO (DR.) TEOH SENG FOO

DATO TIONG KWING HEE


Seri Kembangan, Selangor Darul Ehsan
Dated: 25 September 2014

STATUTORY
DECLARATION

I, DATO TIONG KWING HEE, being the director primarily responsible for the financial management of ECOFIRST CONSOLIDATED
BHD, do solemnly and sincerely declare that to the best of my knowledge and belief, the accompanying financial statements 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 by the above named DATO TIONG KWING HEE at Kuala Lumpur in Wilayah Persekutuan on
25 September 2014
DATO TIONG KWING HEE
Before me,
MOHAN A.S. MANIAM
No. W521
COMMISSIONER FOR OATHS
Kuala Lumpur, Wilayah Persekutuan

44

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

REPORT OF THE INDEPENDENT AUDITORS

TO THE MEMBERS OF ECOFIRST CONSOLIDATED BHD (Incorporated in Malaysia)

1.

Report on the financial statements


We have audited the accompanying financial statements which comprise the statements of financial position of the Group
and of the Company as at 31 May 2014, and the related statements of comprehensive income, changes in equity and cash
flows for the year then ended, and a summary of significant accounting policies and other explanatory information.

1.1

Directors responsibility for the financial statements


The directors of the Company are responsible for the preparation and fair presentation of these financial statements in
accordance with the Companies Act 1965 (Act) and the Financial Reporting Standards, the Approved Accounting Standards
for Entities Other Than Private Entities in Malaysia, and for such internal control as the directors determine is necessary to
enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

1.2

Auditors responsibility
It is our responsibility to form an independent opinion, based on our audit, on these financial statements and to report our
opinion solely to you, as a body, in accordance with Section 174 of the Act, and for no other purpose. We do not assume
responsibility towards or accept liability to any other person for the content of this report.
We conducted our audit in accordance with the Approved Standards on Auditing in Malaysia. Those standards require that
we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial
statements are free from material misstatement.
An audit involves performing procedures to obtain evidence about the amounts and disclosures in the financial statements.
The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement
of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal
control relevant to the entitys preparation and fair presentation of the financial statements 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 entitys
internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness
of accounting estimates made by management, 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.

1.3

Opinion
In our opinion, the financial statements have been properly drawn up in accordance with the Act and the Financial Reporting
Standards, the Approved Accounting Standards for Entities Other Than Private Entities 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 May 2014, and of their financial performance and
their cash flows for the year ended on that date.

2.

Report on other legal and regulatory requirements


In accordance with the requirements of the Act, we also report on the following:
(a)

In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and
by its subsidiaries have been properly kept in accordance with the provisions of the Act.

(b)

We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Companys
financial statements are in form and content appropriate and proper for the purposes of the preparation of the
Groups financial statements and we have received satisfactory information and explanations required by us for those
purposes.

(c)

The auditors reports on the financial statements of the subsidiaries were not subject to any qualification material in
relation to the Groups financial statements and did not include any comment made under Section 174(3) of the Act.

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

45

REPORT OF THE INDEPENDENT AUDITORS


TO THE MEMBERS OF ECOFIRST CONSOLIDATED BHD (Incorporated in Malaysia)

3.

Other reporting responsibilities


The supplementary information set out in Note 35 is disclosed to meet the requirement of Bursa Malaysia Securities
Berhad and is not part of the financial statements. The directors are responsible for the preparation of the supplementary
information in accordance with Guidance on Special Matter No. 1 Determination of Realised and Unrealised Profits or
Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements as issued by the
Malaysian Institute of Accountants (MIA Guidance) and the directive of Bursa Malaysia Securities Berhad. In our opinion,
the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and the directive
of Bursa Malaysia Securities Berhad.

RUSSELL BEDFORD LC & COMPANY


CHIN KIM CHUNG
AF 1237 2006/09/16 (J/PH)
CHARTERED ACCOUNTANTS PARTNER
Kuala Lumpur
Dated: 25 September 2014

46

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

STATEMENTS OF COMPREHENSIVE INCOME


FOR THE YEAR ENDED 31 MAY 2014


Note

2014
RM000

Group
2013
RM000

2014
RM000

Company
2013
RM000

Revenue
Cost of sales

4
5

24,449
(10,491)

76,365
(45,198)

880
-

687
-

Gross profit
Other operating income
Distribution costs
Administration expenses
Other operating expenses

13,958
45,773
(561)
(14,711)
(5,973)

31,167
33,557
(1,716)
(12,130)
(17,557)

880
13,659
-
(3,101)
-

687
4,396
(2,767)
(21,266)

Profit/(Loss) from operations


Finance costs

38,486
(5,369)

33,321
(6,615)

11,438
(2,450)

(18,950)
(3,095)

Profit/(Loss) before tax


Income tax expense

7
8

33,117
(2,957)

26,706
(2,938)

8,988
(53)

(22,045)
-

Net profit/(loss) for the year

30,160

23,768

8,935

(22,045)

Other comprehensive income:




Available-for-sale financial assets:
- (Loss)/Gain on fair values changes
(26)
352
(26)
337
- Reclassification adjustments
relating to derecognition
-
(4,334)
-
(3,759)
Exchange differences on
translation of financial statements
of foreign subsidiaries
(3)
3
-
Other comprehensive loss
for the year, net of tax

(29)

(3,979)

(26)

(3,422)

Total comprehensive
income/(loss) for the year

30,131

19,789

8,909

(25,467)

Net profit/(loss) attributable to:


Owners of the Company
Non-controlling interests

30,107
53

24,278
(510)

8,935
-

(22,045)
-


Total comprehensive income/
(loss) attributable to:
Owners of the Company
Non-controlling interests

30,160

23,768

8,935

(22,045)

30,078
53

20,299
(510)

8,909
-

(25,467)
-

30,131

19,789

8,909

(25,467)

4.63

3.73

Basic earnings per share (sen)

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

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

47

STATEMENTS OF FINANCIAL POSITION


AS AT 31 MAY 2014


Note
Group
Company

2014
2013
2014
2013

RM000
RM000
RM000
RM000
Non current assets
Plant and equipment
10
5,029
5,237
579
639
Investment properties
11
381,561
380,676
-
12
-
-
33,077
33,077
Investment in subsidiaries
Other financial assets
13
2,348
2,321
2,310
2,283
14
-
-
-
Intangible asset

388,938
388,234
35,966
35,999

Current assets
Inventories
15
8
9
-
16
24,710
5,309
-
Property development costs
Trade receivables
17
3,095
5,808
-
Other receivables, deposits and
prepayments
18
19,208
2,016
285,229
289,943
Tax recoverable
70
329
2
262
Fixed deposits with licensed banks
19
1,734
511
-
Cash and bank balances
20
2,785
845
225
123

51,610

14,827

285,456

290,328

Total assets
440,548
403,061
321,422
326,327


Share capital
21
325,074
325,074
325,074
325,074
Reserves
22
(144,729)
(174,807)
(224,823)
(233,732)
Equity attributable to owners of
the Company
180,345
150,267
100,251
91,342
Non-controlling interests
13,941
13,528
-
194,286
163,795
100,251
91,342
Total equity

Non current liabilities
Hire purchase liabilities
23
344
353
199
268
Borrowings
24
115,183
89,080
22,846
35,914
Trade payables
25
-
716
-
Other payables
26
-
-
225
295
Deferred tax liabilities
27
2,781
-
-

118,308

90,149

23,270

36,477

Current liabilities
Trade payables
25
5,445
17,761
-
Other payables and accruals
26
86,602
88,593
196,898
194,998
Hire purchase liabilities
23
102
89
69
65
Borrowings
24
4,620
6,436
934
3,445
Tax payable
31,185
36,238
-

127,954

149,117

197,901

198,508

Total liabilities

246,262

239,266

221,171

234,985

Total equity and liabilities

440,548

403,061

321,422

326,327

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

48

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

Total comprehensive
income/(loss) for the year
(3,982)

(3,982)

24,278

24,278

20,299

(3,979)

24,278

(510)

(510)

19,789

(3,979)

23,768

295,727

325,074

812

(26)
7

(3)
(441,275)

30,107

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

-
-
-
325,074
-
-
-
325,074

Net loss for the year


Other comprehensive loss for the year

Total comprehensive loss for the year

At 31 May 2013

Net profit for the year


Other comprehensive loss for the year

Total comprehensive income/(loss) for the year

At 31 May 2014

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

325,074

At 1 June 2012

295,727

-
-

295,727

-
-

295,727

Company

Share
Share

capital
premium

RM000
RM000

At 31 May 2014

Disposal of a subsidiary

Total comprehensive
income/(loss) for the year

13,941

360

53

194,286

360

30,131

812

(26)

-
(26)

838

(3,422)

-
(3,422)

4,260

(521,362)

8,935

8,935
-

(530,297)

(22,045)

(22,045)
-

(508,252)

100,251

8,909

8,935
(26)

91,342

(25,467)

(22,045)
(3,422)

116,809

Fair value
adjustment
Accumulated
Total
reserve
losses
equity
RM000
RM000
RM000

180,345

30,078

At 31 May 2013
325,074
295,727
838
10
(471,382)
150,267
13,528
163,795

Net profit for the year
-
-
-
-
30,107
30,107
53
30,160
Other comprehensive
loss for the year
-
-
(26)
(3)
-
(29)
-
(29)

Net profit for the year


Other comprehensive
income/(loss) for the year

Group
Foreign

Equity



Fair value exchange
attributable


Share
Share adjustment translation Accumulated
to owners Non-controlling
Total

capital premium
reserve
reserve
losses of the Company
interests
equity

RM000
RM000
RM000
RM000
RM000
RM000
RM000
RM000

At 1 June 2012
325,074
295,727
4,820
7
(495,660)
129,968
14,038
144,006

STATEMENTS OF CHANGES IN EQUITY


FOR THE YEAR ENDED 31 MAY 2014

49

STATEMENTS OF CASH FLOWS


FOR THE YEAR ENDED 31 MAY 2014


Group
Company

2014
2013
2014
2013

RM000
RM000
RM000
RM000
Cash flows from/(used in) operating activities

Profit/(Loss) before taxation
33,117
26,706
8,988
(22,045)
Adjustments for:
Accretion of implicit interest in retention sums receivable
-
(29)
-
Allowance for doubtful debts of
- subsidiaries
-
-
-
8,661
- others
113
6,144
-
44
Allowance for doubtful debts no longer required
(12,734)
(1,704)
(284)
(571)
-
-
(82)
(94)
Amortisation of financial guarantee liabilities
Amortisation of financial liabilities carried at
amortised cost
445
1,212
-
Bad debts written off
4
-
-
Depreciation
1,050
910
129
189
Fair value adjustments on:
- investment properties
(340)
(25,048)
-
- quoted instrument designated as financial
assets at fair value through profit or loss
-
28
-
27
Gain on disposal of
- plant and equipment
(93)
(88)
-
(37)
- other financial assets
-
(4,256)
-
(3,685)
- investment in subsidiaries
(2,686)
(186)
(2)
Gross dividend income
(367)
(64)
(367)
(162)
Impairment losses on
- plant and equipment
-
204
-
-
- investment in subsidiaries
-
-
-
12,561
Interest expense
4,924
5,403
2,450
3,095
Interest income
(54)
(26)
(21)
(11)
Inventories written off
-
25
-
Inventories written down
-
93
-
Plant and equipment written off
193
5
-
Provision for litigation damages
3,111
5,140
-
Unrealised gain on foreign exchange
(3)
-
-
Waiver of debts by a subsidiary
-
-
-
(25)
Waiver of term loan and interest
(29,270)
-
(13,270)
Operating (loss)/profit before working
capital changes

(2,590)

14,469

(2,459)

(2,053)

Decrease/(Increase) in inventories
(Increase)/Decrease in trade and other receivables
(Decrease)/Increase in trade and other payables
(Increase)/Decrease in development costs
Increase in designated bank accounts for
repayment of borrowings

1
(1,378)
(2,157)
(19,861)

(83)
40,974
(34,348)
12,877

-
93
843
-

240
(238)
-

(1,270)

Cash (used in)/generated from operations

(27,255)

33,889

(1,523)

(2,051)

(5,176)
206

(5,876)
-

-
206

(32,225)

28,013

(1,317)

(2,051)

Income tax paid


Income tax refunded
Net cash (used in)/from operating activities

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

50

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

STATEMENTS OF CASH FLOWS


FOR THE YEAR ENDED 31 MAY 2014

Group
2014
RM000

2013
RM000

Company
2014
2013
RM000
RM000

Cash flows from/(used in) investing activities



Net dividends received
312
16
312
114
Increase in investment properties
(17)
(574)
-
Increase in fixed deposit pledged
(1,223)
(511)
-
54
26
21
11
Interest received
Proceeds from disposal of
- other financial assets
-
5,732
-
4,985
- plant and equipment
211
222
-
86
- investment in subsidiaries (Note 12)
(1)
11
2
(1,169)
(3,066)
(69)
(73)
Payments for plant and equipment
Net cash (used in)/from investing activities
(1,833)
1,856
266
5,123

Cash flows from/(used in) financing activities

Interest paid
(5,459)
(5,403)
(2,450)
(3,095)
Proceeds from term loan
57,030
-
-
Repayments from subsidiaries
-
-
19,247
3,387
Repayments of hire purchase liabilities
(100)
(316)
(65)
(267)
Repayments of term loans
(16,743)
(25,150)
(15,579)
(3,431)
Net cash from/(used in) financing activities

34,728

(30,869)

1,153

(3,406)

Net increase/(decrease) in cash and cash equivalents

670

(1,000)

102

(334)

Cash and cash equivalents at beginning of year

845

1,845

123

457

1,515

845

225

123

Cash and cash equivalents at end of year

Cash and cash equivalents comprise:


Cash and bank balances
2,785
845
225
123
Fixed deposit with licensed banks
1,734
511
-

4,519

1,356

225

123

Less:

Fixed deposit pledged
(1,734)
(511)
-
Designated bank accounts for repayment of borrowings
(1,270)
-
-

(3,004)

(511)

1,515

845

225

123

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

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

51

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

1.

General information
The principal activities of the Company consist of investment holding and provision of management services. The principal
activities of the subsidiaries are disclosed in Note 12.
There have been no significant changes in the nature of these activities during the financial year.
The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is listed on the Main Market of
Bursa Malaysia Securities Berhad.
The registered office is located at Level 8, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya,
Selangor Darul Ehsan.
The principal place of business is located at 1.61 First Floor, South City Plaza, Persiaran Serdang Perdana, Seksyen 1, 43300
Seri Kembangan, Selangor Darul Ehsan.
The financial statements were approved and authorised for issue by the board of directors on 25 September 2014.

2.

Principal accounting policies


2.1

Statement of compliance
The financial statements of the Group and the Company have been prepared and presented in accordance with the
provisions of the Companies Act 1965 and the Financial Reporting Standards, the Approved Accounting Standards
for Entities Other Than Private Entities issued by the Malaysian Accounting Standards Board.

2.2

52

Basis of preparation of the financial statements


2.2.1

Basis of accounting

The financial statements of the Group and the Company have been prepared under the historical cost
convention and any other bases described in the significant accounting policies as summarised in Note 2.2.3.

The Group and the Company have adopted the new and revised Financial Reporting Standards (FRSs),
amendments to published standards and IC Interpretations that become mandatory for the current reporting
period. The adoption of these new and revised FRSs and IC Interpretations does not result in significant
changes in accounting policies of the Group and the Company other than the following:
i.

FRS 10 Consolidated Financial Statements (effective for financial periods beginning on or after 1
January 2013)

FRS 10 changes the definition of control. An investor controls an investee when it is exposed, or has
rights, to variable returns from its involvement with the investee and has the ability to affect those returns
through its power over the investee. It establishes control as the basis for determining which entities
are consolidated in the consolidated financial statements and sets out the accounting requirements
for the preparation of consolidated financial statements. It replaces all the guidance on control and
consolidation in FRS 127 Consolidated and separate financial statements and IC Interpretation 112
Consolidation special purpose entities.

The adoption of FRS 10 has no significant impact to the financial statements of the Group.

ii.

FRS 13 Fair Value Measurement (effective for financial periods beginning on or after 1 January 2013)

FRS 13 aims to improve consistency and reduce complexity by providing a precise definition of fair
value and a single source of fair value measurement and disclosure requirements for use across FRSs.
The requirements do not extend the use of fair value accounting but provide guidance on how it should
be applied where its use is already required or permitted by other standards. The enhanced disclosure
requirements are similar to those in FRS 7 Financial Instruments: Disclosure, but apply to all assets
and liabilities measured at fair value, not just financial ones.

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

2.

Principal accounting policies (continued)


2.2

Basis of preparation of the financial statements (continued)


2.2.1

Basis of accounting (continued)


ii.

FRS 13 Fair Value Measurement (effective for financial periods beginning on or after 1 January 2013)
(continued)

The Group and the Company have applied FRS 13 prospectively. The new disclosures are included
throughout the Groups and the Companys financial statements for the financial year ended 31 May
2014.

iii.

The revised FRS 127 Separate Financial Statements (effective for financial periods beginning on or
after 1 January 2013)

The revision includes the provisions on separate financial statements that are left after the control
provisions of FRS 127 have been included in the new FRS 10.

The adoption of FRS 127 has no financial impact to the financial statements of the Company.

iv.

Amendments to FRS 101 Presentation of Financial Statements (effective for financial periods
beginning on or after 1 January 2013)

The amendments require entities to separate items presented in other comprehensive income (OCI)
in the statement of comprehensive income into two groups, based on whether or not they may be
recycled to profit or loss in the future. The amendments do not affect which items are presented in OCI.

The adoption of FRS 101 has no financial impact to the financial statements of the Group and the
Company.

The Group and the Company have not adopted the new standards, amendments to published standards and
interpretations that have been issued but not yet effective. These new standards, amendments to published
standards and interpretations do not result in significant changes in accounting policies of the Group and the
Company upon their initial application other than the following:
i.

FRS 9 Financial instruments (effective for a date yet to be confirmed)

FRS 9 requires all recognised financial assets that are within the scope of FRS 139 Financial
Instruments: Recognition and Measurement to be subsequently measured at amortised cost or fair
value. Specifically, debt investments that are held within a business model whose objective is to collect
the contractual cash flows, and that have contractual cash flows that are solely payments of principal
and interest on the principal outstanding are generally measured at amortised cost at the end of
subsequent accounting periods. All other debt investments and equity investments are measured
at their fair values at the end of subsequent accounting periods with changes in fair value being
recognised in profit or loss.

The most significant effect of FRS 9 regarding the classification and measurement of financial liabilities
relates to the accounting for changes in the fair value of a financial liability (designated as at fair value
through profit or loss) attributable to changes in the credit risk of that liability. Specifically, under FRS 9,
for financial liabilities that are designated as at fair value through profit or loss, the amount of change
in the fair value of the financial liability that is attributable to changes in the credit risk of that liability
is presented in OCI, unless the recognition of the effects of changes in the liabilitys credit risk in OCI
would create or enlarge an accounting mismatch in profit or loss. Changes in fair value attributable to
a financial liabilitys credit risk are not subsequently reclassified to profit or loss.

The Group and the Company are in the process of making an assessment of the financial impact that
may arise from the adoption of FRS 9.

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

53

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

2.

Principal accounting policies (continued)


2.2

54

Basis of preparation of the financial statements (continued)


2.2.2

Malaysian Financial Reporting Standards (MFRS Framework)

On 19 November 2011, the Malaysian Accounting Standards Board (MASB) issued a new MASB approved
accounting framework, the Malaysian Financial Reporting Standards. The MFRS Framework is to be
applied by all Entities Other Than Private Entities for annual periods beginning on or after 1 January 2012
with the exception of entities that are within the scope of MFRS 141 Agriculture and IC Interpretation 15
Agreements for Construction of Real Estate including its parent, significant investor and venturer (herein
called Transitioning Entities).

Transitioning Entities are allowed to defer adoption of the new MFRS Framework for an additional four years.
Consequently, adoption of the MFRS Framework by Transitioning Entities will be mandatory for annual periods
beginning on or after 1 January 2017. The Group falls within the scope definition of Transitioning Entities and
accordingly will be required to prepare financial statements using the MFRS Framework in its first MFRS
financial statements for the financial year ending 31 May 2018.

In presenting its first MFRS financial statements, the Group will be required to adjust the comparative financial
statements prepared under FRS to amounts reflecting the application of the MFRS Framework. The majority
of the adjustments required on transition will be made, retrospectively, against opening accumulated losses.

The Group is expected to fully comply with the requirements of the MFRS Framework for the financial year
ending 31 May 2018.

2.2.3

Significant accounting policies

Basis of consolidation

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

All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group
transactions are eliminated in full.

Acquisitions of subsidiaries are accounted for by applying the acquisition method. Identifiable assets acquired
and liabilities assumed in a business combination are measured initially at their fair values at the acquisition
date. Acquisition related costs are recognised as expenses in the reporting periods in which the costs are
incurred and the services are received.

In business combinations achieved in stages, previously held equity interests in the acquiree are remeasured
to fair value at the acquisition date and any corresponding gain or loss is recognised in profit or loss.

The Group elects for each individual business combination, whether non-controlling interest in the acquiree (if
any) is recognised on the acquisition date at fair value, or at the non-controlling interests proportionate share
of the acquirees net identifiable assets.

Any excess of the sum of the fair value of the consideration transferred in the business combination, the
amount of non-controlling interest in the acquiree (if any), and the fair value of the Groups previously held
equity interest in the acquiree (if any), over the net fair value of the acquirees net identifiable assets and
liabilities is recorded as goodwill in the statement of financial position. In instances where the latter amount
exceeds the former, the excess is recognised as a gain on bargain purchase in profit or loss on the acquisition
date.

Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control,
and continue to be consolidated until the date that such control ceases.

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

2.

Principal accounting policies (continued)


2.2

Basis of preparation of the financial statements (continued)


2.2.3

Significant accounting policies (continued)

Basis of consolidation (continued)

Non-controlling interest represents the equity in subsidiaries not attributable, directly or indirectly, to owners
of the Company, and is presented within equity in the consolidated statement of financial position, separately
from equity attributable to owners of the Company. Non-controlling interests in the results of the Group is
presented in the consolidated statement of comprehensive income as an allocation of the profit or loss and
the comprehensive income for the reporting period between non-controlling interests and the owners of
the Company. Losses applicable to the non-controlling interests in a subsidiary are allocated to the noncontrolling interests even if doing so causes the non-controlling interests to have a deficit balance.

Changes in the Company owners ownership interest in a subsidiary that do not result in a loss of control
are accounted for as equity transactions. In such circumstances, the carrying amounts of the controlling
and non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary.
Any difference between the amount by which the non-controlling interest is adjusted and the fair value of the
consideration paid or received is recognised directly in equity and attributable to owners of the parent.

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 loss. Subsequently, it is
accounted for as equity accounted investee or as an available-for-sale financial asset depending on the level
of influence retained.

Revenue and income recognition

Revenue from management services rendered is recognised in profit or loss when the services are rendered.

Revenue from property development is recognised in accordance with the accounting policy disclosed under
development property and costs.

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

Interest income is recognised as it accrues (using the effective interest rate method) unless collectibility is in
doubt.

Revenue from sale of goods is measured at the fair value of the consideration receivable and is recognised
in profit or loss upon delivery of goods and when the risks and rewards of ownership have passed to the
customers.

Rental income is recognised as it accrues unless collectibility is in doubt.

Foreign currencies
(i)

Functional and presentation currency

The individual financial statements of each entity in the Group are measured using the currency of the
primary economic environment in which the entity operates (functional currency). The consolidated
financial statements are presented in Ringgit Malaysia (RM), which is also the Companys functional
currency and all values are rounded to the nearest thousand (RM000) except when otherwise indicated.

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

55

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

2.

Principal accounting policies (continued)


2.2

Basis of preparation of the financial statements (continued)


2.2.3

Significant accounting policies (continued)

Foreign currencies (continued)


(ii)

Foreign currency transactions

Transactions in foreign currencies are measured in the respective functional currencies of the Company
and its subsidiaries and are recorded on initial recognition in the functional currencies at exchange
rates approximating those ruling at the transaction dates. Monetary assets and liabilities denominated
in foreign currencies are translated at the rate of exchange ruling at the reporting date. Non-monetary
items denominated in foreign currencies that are measured at historical cost are translated using the
exchange rates as at the dates of the initial transactions. Non-monetary items denominated in foreign
currencies measured at fair value are translated using the exchange rates at the date when the fair
value was determined.

Exchange differences arising on the settlement of monetary items or on translating monetary items at
the reporting date are recognised in profit or loss except for exchange differences arising on monetary
items that form part of the Groups net investment in foreign operations, which are recognised initially
in other comprehensive income and accumulated under foreign currency translation reserve in equity.
The foreign currency translation reserve is reclassified from equity to profit or loss of the Group on
disposal of the foreign operation.

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

(iii)

Foreign operations

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

The principal exchange rates for every unit of foreign currency ruling at the reporting date used are as follows:


United States Dollar

2014
RM
3.22

2013
RM
3.09

Employee benefits

56

(i)

Short term benefits

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

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

2.

Principal accounting policies (continued)


2.2

Basis of preparation of the financial statements (continued)


2.2.3

Significant accounting policies (continued)

Employee benefits (continued)


(ii)

Defined contribution plans

Obligations for contributions to defined contribution plans such as Employees Provident Fund are
recognised as an expense in profit or loss as incurred.

Income tax

Income tax on the profit or loss for the reporting period comprises current and deferred tax. Current tax is
the expected amount of income taxes payable in respect of the taxable profit for the reporting period and is
measured using the tax rates that have been enacted at the reporting date.

Deferred tax is provided for, using the liability method, on temporary differences at the reporting date
between the tax bases of assets and liabilities and their carrying amounts in the financial statements. In
principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets
are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent
that it is probable that taxable profit will be available against which the deductible temporary differences,
unused tax losses and unused tax credits can be utilised.

Deferred tax is measured at the tax rates that are expected to apply in the reporting period when the asset
is realised or the liability settled, based on tax rates that have been enacted or substantively enacted at
the reporting date. Where investment properties are carried at their fair value, the amount of deferred tax
recognised is measured using the tax rates that would apply on sale of those assets at their carrying value at
the reporting date unless the property is depreciable and is held with the objective to consume substantially
all of the economic benefits embodied in the property over time, rather than through sale. Deferred tax is
recognised in the profit or loss, except to the extent that it relates to items recognised directly in equity
or other comprehensive income, in which case it is recognised in equity or other comprehensive income
respectively.

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

Impairment of non-financial assets

The carrying amount of assets subject to accounting for impairment are reviewed at each reporting date to
determine whether there is any indication of impairment. If any such indication exists, the assets recoverable
amount is estimated. An impairment loss is recognised whenever the carrying amount of an asset or the
cash-generating unit to which it belongs exceeds its recoverable amount. Impairment losses are recognised
in profit or loss in the reporting period in which it arises, unless, the asset is carried at a revalued amount, in
which case the impairment loss is accounted for as a revaluation decrease to the extent that the impairment
loss does not exceed the amount held in asset revaluation reserve for the same asset.

The recoverable amount is the greater of the assets net selling price and its value in use. In assessing value
in use, estimated future cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset. For an
asset that does not generate largely independent cash inflows, the recoverable amount is determined for the
cash-generating unit to which the asset belongs.

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

57

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

2.

Principal accounting policies (continued)


2.2

58

Basis of preparation of the financial statements (continued)


2.2.3

Significant accounting policies (continued)

Impairment of non-financial assets (continued)

An impairment loss in respect of goodwill is not reversed. In respect of other assets, an impairment loss
is reversed if there has been a change in the estimates used to determine the recoverable amount. An
impairment loss is reversed only to the extent that the assets carrying amount does not exceed the carrying
amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been
recognised. The reversal is recognised in the profit or loss, unless the asset is carried at revalued amount, in
which case, such reversal is treated as a revaluation increase.

Plant and equipment and depreciation

Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses,
if any.

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

Gain or loss arising from the disposal of an asset is determined as the difference between the net disposal
proceeds and the carrying amount of the asset and is recognised in profit or loss.

Depreciation on plant and equipment is calculated on a straight line basis to write off the cost of each asset
to its residual value over the following estimated useful life:

Machinery, equipment and vehicles


Renovation and signage

The residual values, useful life 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 plant and equipment.

Development property and costs

3 - 15 years
5 years

(i)

Land held for property development

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

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

(ii)

Property development costs

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

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

2.

Principal accounting policies (continued)


2.2

Basis of preparation of the financial statements (continued)


2.2.3

Significant accounting policies (continued)

Development property and costs (continued)


(ii)

Property development costs (continued)

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

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

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

Property development costs not recognised as an expense is recognised as an asset, which is


measured at the lower of cost and net realisable value.

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

Investment properties

Investment properties are properties which are held either to earn rental income or for capital appreciation
or for both. Such properties are measured initially at cost, including transaction costs. Subsequent to initial
recognition, investment properties are stated at fair value. Fair value is based on active market prices, adjusted,
if necessary, for any difference in the nature, location or condition of the specific asset. If this information is
not available, the Group uses alternative valuation methods, such as recent prices on less active markets or
discounted cash flow projections.

The fair value of investment properties reflects, among other things, rental income from current leases and
assumptions about rental income from future leases based on current market conditions. The fair value
also reflects, on a similar basis, any cash outflows that could be expected in respect of the property. Some
of those outflows are recognised as a liability, including finance lease liabilities in respect of leasehold land
classified as investment property; others, including contingent rent payments, are not recognised in the
financial statements.

Valuations are performed annually as of the reporting date by professional valuers who hold recognised and
relevant professional qualifications and have recent experience in the location and category of the investment
properties being valued.

A gain or loss arising from a change in the fair value of investment properties is recognised in profit or loss for
the reporting period in which it arises.

A property interest under an operating lease is classified and accounted for as an investment property on a
property by property basis when the Group holds it to earn rentals or for capital appreciation or both. Any
such property interest under an operating lease classified as an investment property is carried at fair value.

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

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

59

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

2.

Principal accounting policies (continued)


2.2

60

Basis of preparation of the financial statements (continued)


2.2.3

Significant accounting policies (continued)

Investment properties (continued)

Investment properties are derecognised when either they have been disposed of or when the investment
property is permanently withdrawn from use and no future economic benefit 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 reporting period in which they arise.

Investment in subsidiaries

Subsidiaries are those companies controlled by the Company. Control exists when the Company has the
rights, or exposed, to variable returns from its involvement with the entity and has the ability to affect those
returns through its power over the entity. Potential voting rights are considered when assessing control only
when such rights are substantive. The Company considers it has de facto power over an investee when,
despite not having the majority of voting rights, it has the current ability to direct the activities of the investee
that significantly affect the investees return.

The Companys investment in subsidiaries is stated at cost less impairment losses, if any.

Intangible assets

Intangible assets including trademark licence acquired separately are measured on initial recognition at cost.
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 assets 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.

Intangible assets with indefinite useful lives are not amortised but tested for impairment annually or more
frequently if the events or changes in circumstances indicate that the carrying value may be impaired either
individually or at the cash-generating unit level. The useful life of an intangible asset with an indefinite life is
also reviewed annually to determine whether the useful life assessment continues to be supportable.

Inventories

Inventories are stated at the lower of cost and net realisable value. Cost of inventories is determined on the
weighted average basis. Net realisable value represents the estimated selling prices less all estimated costs
to completion and costs to be incurred in marketing, selling and distribution.

Costs of trading merchandise comprise the cost of purchase plus the cost of bringing the inventories to their
present location and condition.

Leases

Assets acquired under leases which transfer substantially all the risks and rewards incident to ownership of
the assets are capitalised under plant and equipment. The assets and the corresponding lease obligations
are recorded at their fair values or, if lower, at the present value of the minimum lease payments of the leased
assets at the inception of the respective leases.

Finance costs, which represent the difference between the total lease commitments and the fair values of
the assets acquired, are charged to profit or loss over the term of the relevant lease periods so as to give a
constant periodic rate of charge on the remaining balance of the obligations for each reporting period.

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

2.

Principal accounting policies (continued)


2.2

Basis of preparation of the financial statements (continued)


2.2.3

Significant accounting policies (continued)

Leases (continued)

All other leases which do not meet such criteria are classified as operating leases. Lease payments under
operating leases are recognised as expense in profit or loss on a straight line basis over the terms of the
relevant lease.

Plant and equipment acquired under hire purchase arrangements

Plant and equipment acquired under hire purchase arrangements are capitalised in the financial statements
and the corresponding obligations treated as liabilities. Finance charges are allocated to profit or loss to give
a constant periodic rate of interest on the remaining hire purchase liabilities.

Provisions

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 risk 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.

Borrowing costs

Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly attributable to the
acquisition, construction or production of the asset. Capitalisation of borrowing costs commences when the
activities to prepare the asset for its intended use or sale are in progress and the expenditures and borrowing
costs are incurred. Borrowing costs are capitalised until the assets are substantially completed for their
intended use or sale.

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

Segment information

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

Financial instruments

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

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

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.

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

61

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

2.

Principal accounting policies (continued)


2.2

62

Basis of preparation of the financial statements (continued)


2.2.3

Significant accounting policies (continued)

Financial instruments (continued)

Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual
arrangement. Interest, dividends and gains and losses relating to a financial instrument classified as a liability,
are reported as expense or income.

Distributions to holders of financial instruments classified as equity are charged directly to equity. Financial
instruments are offset when the Company has legal enforceable right to offset and intends to settle either on
a net basis or realise the asset and settle the liability simultaneously.

Financial assets are classified as either at fair value through profit or loss, loans and receivables, held to
maturity investments, or available-for-sale, as appropriate. Financial liabilities are classified as either at fair
value through profit or loss (derivative financial liabilities) or at amortised cost (borrowings and trade and other
payables), as appropriate.
(i)

Loans and receivables

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

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

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

(ii)

Financial assets at fair value through profit or loss

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

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

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

(iii)

Available-for-sale financial assets

Available-for-sale are financial assets that are designated as available-for-sale or are not classified in
any of the three preceding categories.

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

2.

Principal accounting policies (continued)


2.2

Basis of preparation of the financial statements (continued)


2.2.3

Significant accounting policies (continued)

Financial instruments (continued)


(iii)

Available-for-sale financial assets (continued)

After initial recognition, available-for-sale financial assets are measured at fair value. Any gains or
losses in fair value of the financial assets are recognised in other comprehensive income, except for
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 accumulated 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. Dividends on available-for-sale
equity instruments are recognised in profit or loss when the Groups and the Companys right to receive
payment is established.

Investment 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.

(iv)

Payables

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

(v)

Interest bearing borrowings

Borrowings are recognised initially at fair value, adjusted for directly attributable 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.

(vi)

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

(vii)

Equity instruments

Equity instruments issued by the Company are recorded at the fair value of the proceeds received
net of direct issue costs. Ordinary shares are classified as equity. Dividends on ordinary shares are
recognised in equity in the reporting period in which they are approved.

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

63

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

2.

Principal accounting policies (continued)


2.2

64

Basis of preparation of the financial statements (continued)


2.2.3

Significant accounting policies (continued)

Financial instruments (continued)

A financial asset or part of it is derecognised when, and only when the contractual rights to the cash flows
from the financial asset expire or the financial asset is transferred to another party without retaining control or
substantially all risks and rewards of the asset. On derecognition of a financial asset, the difference between
the carrying amount and the sum of the consideration received (including any new asset obtained less any
new liability assumed) and any cumulative gain or loss that had been recognised in equity is recognised in
profit or loss.

A financial liability or a part of it is derecognised when, and only when, the obligation specified in the contract
is discharged or cancelled or expires. On derecognition of a financial liability, the difference between carrying
amount of the financial liability extinguished or transferred to another party and the consideration paid,
including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.

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 amortised cost

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 on similar risk characteristics. Objective
evidence of impairment for a portfolio of receivables could include the Groups and the Companys past
experience of collecting payments, an increased 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 assets carrying amount and the present value of estimated future cash flows discounted at the
financial assets 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 through the use of an
allowance account. When a receivable becomes uncollectible, it is written off against the allowance
account.

If in a subsequent period, the amount of impairment loss decreases and the decrease can be
related objectively to an event occurring after 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-sale financial assets

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.

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

2.

Principal accounting policies (continued)


2.2

3.

Basis of preparation of the financial statements (continued)


2.2.3

Significant accounting policies (continued)

Impairment of financial assets (continued)


(ii)

Available-for-sale financial assets (continued)

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

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 (fair value cannot be reliably determined) has been
incurred, the amount of the loss is measured as the difference between the assets carrying amount
and the present value of estimated future cash flows discounted at the current market rate of return for
a similar financial asset.

Impairment losses 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.

Statements of cash flows

Statements of cash flows are prepared using the indirect method.

Cash equivalents are short term, highly liquid investments that are readily convertible to known amount of
cash and which are subject to insignificant risk of changes in value. For the purpose of the statements of cash
flows, cash and cash equivalents are presented net of pledged fixed deposits and designated bank accounts
for repayment of borrowings.

Critical accounting estimates and judgements


In the preparation of the financial statements, the directors are required to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of financial statements
and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Estimates and judgements are continually evaluated by the directors and are based on historical experience and other factors,
including expectations of future events that are believed to be reasonable under the circumstances.
In the process of applying the Groups accounting policies, which are described above, management is of the opinion that
there are no instances of application of judgement which are expected to have a significant effect on the amounts recognised
in the financial statements.
Management believes that there are no key assumptions made concerning the future, and other key sources of estimation
uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets
and liabilities within the next reporting period other than as follows:
(i)

Property development
The Group recognises property development revenue and expenses in profit or loss by using the stage of completion
method. The stage of completion is determined by the proportion that property development costs incurred for work
performed to date bear to the estimated total property development costs.

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

65

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

3.

Critical accounting estimates and judgements (continued)


(i)

Property development (continued)


Significant judgement is required in determining the stage of completion, the extent of the property development costs
incurred, the estimated total property development revenue and costs, as well as the recoverability of the property
development costs. In making the judgement, the Group evaluates based on past experience and by relying on the
work of specialists.
The carrying amount of assets of the Group arising from property development activities are disclosed in Note 16.

(ii)

Provision for litigation damages


A subsidiary of the Group, Pujian Development Sdn Bhd (PDSB) was served with a writ of summons by 24 purchasers
seeking rescission of the Sale and Purchase Agreements entered into with PDSB in respect of the shop units in South
City Plaza. The Court has awarded the plaintiff claims and has fixed the decision date on 25 August 2014 for the
assessment of damages and subsequently postponed to 4 November 2014 for trial. In determining the provision of
damages to be paid to the purchasers, significant assumptions have been made in relation to the period covered and
interest rate used to calculate the interest on the purchase consideration received for the shop units.
The carrying amount of the provision is disclosed in Note 26.

(iii)

Fair values of investment properties


The fair values of investment properties are determined by independent firm of professional valuers. Significant
judgements are involved in determining the fair values by using the various methods of valuation as disclosed in Note
34. Any changes in fair values of these investment properties are being recognised in profit or loss.

4.

Revenue

Group

Company
2014
2013
RM000
RM000

2014
RM000

2013
RM000

Dividends
Property development and investment
Sale of goods
Services

367
21,437
14
2,631

64
74,315
52
1,934

367
-
-
513

162
525

24,449

76,365

880

687

2014
RM000

2013
RM000

Property development and investment


Sale of goods
Services

10,063
14
414

44,903
67
228

10,491

45,198

5.

Cost of sales

66

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

Group

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

6.

Finance costs

Group
2014
RM000

2013
RM000

Company
2014
2013
RM000
RM000

Amortisation of financial liabilities


carried at amortised cost
Interest expenses on:
- hire purchase
- term loans

445

1,212

22
5,437

19
5,384

13
2,437

12
3,083

5,904

6,615

2,450

3,095

(68)
(467)

-
-

-
-

5,369

6,615

2,450

3,095

Less: Amount capitalised in:


- Property development costs (Note 16)
- Land held for property development (Note 18)

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

67

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

7.



Profit/(Loss) before tax


Group

Company
2014
2013
RM000
RM000

2014
RM000

2013
RM000

-
113

-
6,144

-
-

8,661
44

168
12
4
1,050
54
152
921

161
4
-
910
51
152
866

49
1
-
129
54
152
705

48
5
189
51
152
650

28

27

-
-
-
-
115
193
146
3,111

204
-
25
93
626
5
27
5,140

-
-
-
-
-
-
-
-

12,561
-

50
46
3,692
5,295

64
46
3,253
6,230

86
17
1,050
-

87
19
929
-

-
-
340

29
-
25,048

-
82
-

94
-

Profit/(Loss) before tax is arrived at after charging:


Allowance for doubtful debts
- subsidiaries
- others
Auditors remuneration
- auditors of the Company
- current year
- under provision in prior years
Bad debts written off
Depreciation
Directors estimated cash value of benefits in kind
Directors fees
Directors other emoluments
Fair value adjustments on
quoted instrument designated as
financial assets at fair value
through profit or loss
Impairment losses on
- plant and equipment
- investment in subsidiaries
Inventories written off
Inventories written down
Loss on revocation of retail units sold
Plant and equipment written off
Liquidated ascertained damages
Provision for litigation damages
Rental of
- premises
- equipment
Staff costs
Tax penalty interest
And crediting:
Accretion of implicit interest
in retention sums receivable
Amortisation of financial guarantee liabilities
Fair value adjustments on investment properties

68

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

7.



Profit/(Loss) before tax (continued)


Group

Profit/(Loss) before tax is arrived at after crediting:



Allowance for doubtful debts no longer required
- other receivables
- subsidiary
Gross dividend income from
- Malaysia
- investment in a subsidiary
- other unquoted investments
- Foreign
- other quoted investments
Gain/(loss) on foreign exchange
- realised
- unrealised
Gain on disposal of
- other financial assets
- plant and equipment
- investment in subsidiaries
Interest income from
- short term deposits
- fixed deposit with licensed banks
Liquidated ascertained damages
no longer required
Waiver of:
- term loan and interest
- debts by a subsidiary

Company
2014
2013
RM000
RM000

2014
RM000

2013
RM000

12,734
-

1,704
-

270
14

571
-

-
312

-
14

-
312

98
14

55

50

55

50

(4)
3

42
-

-
-

-
93
2,686

4,256
88
186

-
-
2

3,685
37
-

32
22

11
15

21
-

11
-

516

60

29,270
-

-
-

13,270
-

25

Staff costs comprise:




Group

Company
2014
2013
RM000
RM000

2014
RM000

2013
RM000

Defined contribution plan


Salaries, wages and allowances
Other employee related expenses

376
3,150
166

332
2,781
140

103
900
47

94
792
43

3,692

3,253

1,050

929

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

69

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

7.

Profit/(Loss) before tax (continued)

The number of directors of the Company where total remuneration during the financial year falls within the following bands is
analysed as follows:


2014
2013
Executive directors:
Nil
RM450,001 to RM500,000
RM500,001 to RM550,000

1
1
1

1
2
-

Non executive directors:


Below RM50,000

Loss on revocation of retail units sold


In financial year 2011, the directors have decided to retain all retail units under construction in Segamat, Johor for leasing
purposes. During the current and previous reporting periods, Tashima Development Sdn Bhd, a subsidiary, had obtained
mutual agreement with certain purchasers to revoke the sale and purchase agreements entered into previously and has
refunded the purchase consideration received in respect of the said retail units.
The loss arising from the various revocation of retail units sold are as follows:


2014
RM000

2013
RM000

Revenue reversed
Cost reversed
Consideration waived/(paid) for revocation

(649)
199
335

(350)
107
(383)

(115)

(626)

8.

Group

Income tax expense

Group
2014
RM000

2013
RM000

Company
2014
2013
RM000
RM000

Estimated income tax payable


Malaysia
- current year
- (under)/over provision in prior years
Deferred tax (Note 27)
- current year

-
(176)

(3,367)
429

-
(53)

(2,781)

(2,957)

(2,938)

(53)

70

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

8.

Income tax expense (continued)


A reconciliation of income tax expense applicable to profit/(loss) before tax at the statutory income tax rate to income tax
expense at the effective income tax rate is as follows:

Group

Profit/(Loss) before tax


Income tax using Malaysian tax
rate of 25% (2013: 25%)
Expenses not deductible for tax purposes
Income not subject to tax
Changes of tax rate for real property gain tax
Deferred tax assets not recognised
Utilisation of previously unrecognised deferred
tax assets
(Under)/Over provision of income tax in prior years
Income tax expense for the year
9.

Company
2014
2013
RM000
RM000

2014
RM000

2013
RM000

33,117

26,706

8,988

(22,045)

(8,279)
(755)
6,185
(2,781)
(334)

(6,677)
(3,579)
7,569
-
(1,815)

(2,247)
(708)
3,435
-
(480)

5,512
(6,229)
1,146
(429)

3,183
(176)

1,135
429

-
(53)

(2,957)

(2,938)

(53)

Basic earnings per share


Basic
Basic earnings per ordinary share is calculated based on the net profit attributable to ordinary shareholders and weighted
average number of ordinary shares in issue as follows:

Group
2014
RM000

2013
RM000

Net profit attributable to owners of the Company



30,107

24,278

000

000

Weighted average number of ordinary shares in issue



Basic earnings per ordinary share (sen)

650,148

650,148

4.63

3.73


Diluted
Diluted earnings per share is not presented in the financial statements since there are no dilutive potential ordinary shares as
at 31 May 2014 and 2013.

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

71

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

10. Plant and equipment




Renovation

and
Group
signage

RM000

Machinery,
equipment
and
vehicles
Total
RM000
RM000

Cost
At 1 June 2012
2,647
13,322
15,969
Additions
899
2,859
3,758
Disposals
-
(527)
(527)
-
(803)
(803)
Write offs
At 31 May 2013
Additions
Disposals
Write offs

3,546
688
-
(336)

14,851
465
(344)
(747)

18,397
1,153
(344)
(1,083)

At 31 May 2014
3,898
14,225
18,123


Accumulated depreciation
At 1 June 2012
749
6,860
7,609
Charge for the year
460
450
910
Disposals
-
(393)
(393)
Write offs
-
(543)
(543)
At 31 May 2013
Charge for the year
Disposals
Write offs

1,209
568
-
(150)

6,374
482
(226)
(740)

7,583
1,050
(226)
(890)

At 31 May 2014
1,627
5,890
7,517


Accumulated impairment losses
At 1 June 2012
-
5,628
5,628
Impairment during the year
113
91
204
Write offs
-
(255)
(255)
At 31 May 2013/2014
113
5,464
5,577


Net book value

At 31 May 2014
2,158
2,871
5,029
At 31 May 2013

72

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

2,224

3,013

5,237

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

10. Plant and equipment (continued)



Company
Renovation

RM000

Equipment
and vehicles
RM000

Total
RM000

Cost
At 1 June 2012
292
2,512
2,804
29
399
428
Additions
Disposals
-
(245)
(245)
At 31 May 2013
Additions
Written off
Disposals

321
-
-
-

2,666
69
(552)
(1)

2,987
69
(552)
(1)

At 31 May 2014
321
2,182
2,503


Accumulated depreciation
At 1 June 2012
53
2,302
2,355
Charge for the year
32
157
189
Disposals
-
(196)
(196)
At 31 May 2013
85
Charge for the year
32
Written off
-
Disposals

2,263
97
(552)
(1)

2,348
129
(552)
(1)

At 31 May 2014
117
1,807
1,924


Net book value
At 31 May 2014

204

375

579

At 31 May 2013

236

403

639

At the reporting date:


Plant and equipment under hire purchase arrangements are:


Group
Company
2014
2013
2014
2013
RM000
RM000
RM000
RM000
At carrying amount
Motor vehicles
477
474
273
349
During the reporting period, plant and equipment of the Group and the Company were acquired by means of the following:

2014
RM000

Group

2013
RM000

Company
2014
2013
RM000
RM000

Total additions
Other payables
Additions through hire purchase arrangements

1,153
210
(194)

3,758
(210)
(482)

69
-
-

428
(355)

Cash payments

1,169

3,066

69

73

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

73

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

11. Investment properties





Group
2014
RM000

2013
RM000

Long term leasehold retail units, commercial space and car park bays

At beginning of year
380,676
Additions through subsequent expenditure
- current year
16
- over recognised in prior years
-
529
Transferred from/(to) property development costs (Note 16)
Gain from fair value adjustments recognised in profit or loss
340
At end of year

356,192
574
(818)
(320)
25,048

381,561

380,676

The investment properties of the Group with carrying amount of RM381.6 million (2013: RM380.7 million) have been pledged
as collaterals to secure the banking facilities referred to in Note 24.
The following were recognised in profit or loss in respect of investment properties:



2014
RM000

Group
2013
RM000

Rental income
Direct operating expenses

17,216
(9,315)

14,466
(8,909)

The fair value information of investment properties is disclosed in Note 34.


12. Investment in subsidiaries


Company

2014
2013

RM000
RM000

Unquoted shares, at cost
At beginning of year
312,222
309,922
Disposals
(3,603)
Subscription of additional shares in a subsidiary
-
2,300
At end of year

308,619

312,222

Accumulated impairment losses


At beginning of year
Disposals
Impairment loss for the year

(279,145)
3,603
-

(266,584)
(12,561)

At end of year

(275,542)

(279,145)

Carrying amount

33,077

33,077

74

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

12. Investment in subsidiaries (continued)


The details of the subsidiaries are as follows:



Country of

incorporation




Issued and
paid up
share
capital
RM000
(unless
otherwise
indicated)

Groups
effective and
Principal
voting interest
activities
2014
2013
%
%

Subsidiaries of the Company




Pujian Development Sendirian Berhad
Malaysia
6,200
100
100


Property
development
and property
investment

EcoFirst Development Sdn Bhd


Malaysia
100
100
100

Investment
holding
company

EcoFirst Construction Sdn Bhd


Malaysia
2,550
-
100

Tashima Development Sdn Bhd
Malaysia
2,800
100
100


Construction
Property
development
and property
investment

Gangsa Etnik Sdn Bhd


Malaysia
500
68
68

Property
development

Panorama Tiara Sdn Bhd


Malaysia
3,000
69
69

Property
development

EcoFirst Products Sdn Bhd


Malaysia
1,500
-
70

Ceased
operation

Earth Revolution Sdn Bhd

51

Dormant

EcoFirst Fibaloy Sdn Bhd


Malaysia
1,700
51
51

Ceased
operation

Malaysia
#
100
100
Opal Horizon Sdn Bhd

Investment
holding

EcoFirst Biotech Sdn Bhd

Malaysia

Malaysia

250

51

52

52

Dormant

EcoFirst Laboratories Sdn Bhd


Malaysia
250
100
100

Ceased
operation

EcoFirst Agro Holdings Sdn Bhd


Malaysia
110
100
100

Investment
holding

EcoFirst Hartz Sdn Bhd


Malaysia
500
100
100

Ceased
operation

KE Management & Training Sdn Bhd


Malaysia
100
60
60

Ceased
operation

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

75

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

12. Investment in subsidiaries (continued)


The details of the subsidiaries are as follows:

Issued and

paid up
Groups

Country of
share
effective and
Principal

incorporation
capital
voting interest
activities

RM000
2014
2013


(unless
%
%

otherwise

indicated)

Subsidiaries of the Company

KE Management Services Sdn Bhd
Malaysia
#
100
100



Hasil Rezeki (M) Sdn Bhd
Malaysia
25
100
100

Gaydon Resources Limited
British Virgin
USD1
100
100

Islands

Fantasy Bowl Sdn Bhd
Malaysia
#
100
100



Sawitani Sdn Berhad
Malaysia
10,000
100
100


Jiddi Joned Enterprises Sdn Bhd
Malaysia
5,500
82.2
82.2



Berembang Sendirian Berhad
Malaysia
2,800
98.1
98.1



Mudek Sdn Bhd
Malaysia
2,800
89.3
89.3



Seri Jasin Sdn Bhd
Malaysia
1,946
98.3
98.3



Gabema Sdn Bhd
Malaysia
26
97.7
97.7



EcoFirst Products Worldwide Sdn Bhd
Malaysia
#
100
100

Curah Bahagia Sdn Bhd
Malaysia
2,500
100
100






76

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

General
insurance
agency
Dormant
Dormant
Bowling
alley
operator
Investment
holding
Ceased
operation
Ceased
operation
Ceased
operation
Ceased
operation
Ceased
operation
Dormant
Property
development

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

12. Investment in subsidiaries (continued)



Issued and

paid up
Groups

Country of
share
effective and
Principal

incorporation
capital
voting interest
activities

RM000
2014
2013


(unless
%
%

otherwise

indicated)

Subsidiaries of Pujian Development
Sendirian Berhad


Kilat Inspirasi Sdn Bhd
Malaysia
180
100
100
Dormant

Efex Trade & Exhibitions Sdn Bhd
Malaysia
#
100
100
Dormant

Budaya Fokus Sdn Bhd
Malaysia
500
100
100
Provision of

management


services

Southern Utilities
Malaysia
#
100
100
Ceased
Corporation Sdn Bhd
operation

Subsidiaries of EcoFirst

Agro Holdings Sdn Bhd

EcoFirst Agro-Industries Sdn Bhd
Malaysia
1,000
75
75
Investment

holding

EcoFirst-YPM Sdn Bhd
Malaysia
250
70
70
Dormant

Subsidiary of Gabema Sdn Bhd

Pengangkutan Gabema Sdn Bhd
Malaysia
65
90.2*
90.2*
Ceased

operation

Subsidiary of EcoFirst
Agro-Industries Sdn Bhd

J-Biotech EcoFirst Agro Sdn Bhd
Malaysia
1,000
52*
52*
Operation of

agriculture


related

businesses
# issued and paid up share capital of less than RM1,000
* the voting interest of the Group in the following subsidiaries are as follows:


2014
2013

%
%
Pengangkutan Gabema Sdn Bhd

92.3

92.3

J-Biotech EcoFirst Agro Sdn Bhd

70

70

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

77

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

12. Investment in subsidiaries (continued)


During the reporting period:
(i)

The Company disposed of all its holding of 2,550,000 ordinary shares of RM1 each, representing 100% of the issued
and paid up capital in a subsidiary, EcoFirst Construction Sdn Bhd, for a total cash consideration of RM1,000.

(ii)

The Company disposed of all its holding of 1,050,000 ordinary shares of RM1 each, representing 70% of the issued
and paid up capital in a subsidiary, EcoFirst Products Sdn Bhd, for a total cash consideration of RM1,000.

In the previous reporting period:


(i)

A subsidiary of the Company, Pujian Development Sendirian Bhd, disposed of all its holding of 10,000 ordinary shares
of RM1 each, representing 100% of the issued and paid up capital in an indirect subsidiary, SCP Management Sdn
Bhd, for a total cash consideration of RM11,698.

(ii)

The Company further subscribed for an additional 2,300,000 ordinary shares of RM1 each in Tashima Development
Sdn Bhd (Tashima), a direct subsidiary of the Company, by way of capitalisation of RM2,300,000 due from Tashima.

(iii)

The Company made an impairment loss of RM12.56 million on its investment in subsidiaries as the estimated
recoverable amount of the investment, based on the discounted cash flow from the subsidiaries activities, is less than
its carrying amount.

The disposal of subsidiaries had the following financial effects on the Groups financial statements:

2014
RM000

2013
RM000

Other receivables, deposits and prepayments


Cash and bank balances
Trade and other payables
Hire purchase liabilities

19
3
(2,616)
(90)

1
1
(176)
-

Net liabilities disposed of


Less: Cash consideration received

(2,684)
(2)

(174)
(12)

Gain on disposal of subsidiaries


(2,686)

Cash consideration received
2
Less: Cash and cash equivalents disposed of
(3)

(186)

Net cash (outflow)/inflow on disposal of subsidiaries

(1)

12
(1)
11


The subsidiaries have also contributed the following results to the Group prior to its disposal:



2014
2013

RM000
RM000
Net loss for the year

78

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

(222)

(1)

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

13. Other financial assets




Group
2014
RM000

2013
RM000

Company
2014
2013
RM000
RM000

Available-for-sale financial assets:


Foreign quoted equity instruments, at cost
398
345
398
345


Fair value adjustments

At beginning of year
838
4,848
838
4,287
Changes for the year
- recognised in
- profit or loss
-
(28)
-
(27)
- other comprehensive income
(26)
352
(26)
337
- reclassification adjustments
relating to derecognition
-
(4,334)
-
(3,759)

At end of year
Carrying amount of quoted
equity instruments

(26)

(4,010)

(26)

(3,449)

812

838

812

838

1,210

1,183

1,210

1,183

16,148
(15,010)

16,148
(15,010)

16,110
(15,010)

16,110
(15,010)

1,138

1,138

1,100

1,100

2,348

2,321

2,310

2,283

Available-for-sale financial assets:


Unquoted equity instruments, at cost:
At the beginning/end of year
Less: Accumulated impairment losses
Carrying amount of unquoted
equity instruments
Total carrying amount of other
financial assets

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

79

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

14. Intangible asset





Group

Trademark licence, at cost


At beginning/end of year

Accumulated amortisation
At beginning/end of year

Accumulated impairment losses
At beginning/end of year

Carrying amount

2014
RM000

2013
RM000

570

570

32

32

538

538

15. Inventories




Trading merchandise, at cost

Group

2014
RM000

2013
RM000

16. Property development costs



Group

2014
2013

RM000
RM000
At beginning of year:
Long term leasehold land
623
623
Freehold land
32,505
32,505
Development costs
105,362
78,456

138,490

111,584

Costs incurred during the year:


Freehold land
21,400
Development costs
399
26,586

21,799

26,586

Transferred (to)/from investment properties (Note 11)


- Long term leasehold land
- Development costs

(25)
(504)

320

(529)

320

80

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

16. Property development costs (continued)



Group

2014
2013

RM000
RM000
Reversal for completed projects:
Developments costs
(95,997)
(32,505)
Freehold land

(128,502)

Costs recognised in profit or loss:


At beginning of year
(133,181)
-
Disposal of a parcel of freehold land
Recognised during the year
(1,869)
128,502
Reversal for completed projects

(93,718)
(1,021)
(38,442)
-

At end of year

(6,548)

(133,181)

Carrying amount of property development costs

24,710

5,309

roperty development costs of the Group with carrying value of RM24.7 million (2013: RM3.2 million) have been charged as
P
collaterals to secure the banking facilities as referred to in Note 24.
Included in property development costs incurred during the financial year is interest expense of RM68,000 (2013: RM NIL).
17. Trade receivables

Group

2014
2013

RM000
RM000
Trade receivables
Less: Allowance for doubtful debts

16,860
(13,765)

27,451
(21,643)

3,095

5,808

The Groups normal trade credit term is 30 days (2013: 30 days).


The following table provides information on the trade receivables credit risk exposure.

Group

2014
2013

RM000
RM000
Not impaired or past due
1 - 30 days past due not impaired
31 - 60 days past due not impaired
61 - 90 days past due not impaired
More than 90 days past due not impaired

151
1,314
264
363
1,003

1,469
289
766
1,251
2,033


Impaired

3,095
13,765

5,808
21,643

16,860

27,451

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

81

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

17. Trade receivables (continued)


Trade receivables that are neither past due nor impaired are creditworthy debtors with good payment records with the Group.
The movements in the allowance for doubtful debts accounts for trade receivables that are individually impaired at reporting
date are as follows:

Group

2014
2013

RM000
RM000
At beginning of year
Allowance for the year
Allowance no longer required
Disposal of subsidiaries
Write offs

21,643
108
(7,829)
(157)
-

22,731
458
(1,066)
(480)

At end of year

13,765

21,643

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.
18. Other receivables, deposits and prepayments


Group

Company
2014
2013
RM000
RM000

2014
RM000

2013
RM000

Amount due from:


- third parties
- subsidiaries
Deposits and prepayments

35,700
-
23,628

40,616
-
8,642

33,366
333,213
726

33,466
344,573
719


Less: Allowance for doubtful debts

59,328
(40,120)

49,258
(47,242)

367,305
(82,076)

378,758
(88,815)

19,208

2,016

285,229

289,943

Group

Included under other receivables,


deposits and prepayments are:
- deposits and advances paid in
relation to the acquisition of mining rights
Less: allowance for doubtful debts

- Prepayment for term loan instalments
- Funds placed at stakeholder for property development
Down payment and interest paid for land held
for development

82

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

Company
2014
2013
RM000
RM000

2014
RM000

2013
RM000

4,916
(4,916)

4,916
(4,916)

-
-

564
-

564
1,065

564
-

564
-

14,967

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

18. Other receivables, deposits and prepayments (continued)



Included in down payment and interest paid for land held for development during the financial year is interest expense of
RM467,000 (2013: RM NIL).
The movements in the allowance for doubtful debts accounts for other receivables and deposits that are individually impaired
at reporting date are as follows:


Group

Company
2014
2013
RM000
RM000

2014
RM000

2013
RM000

At beginning of year
Allowance for the year
Allowance no longer required
Disposal of subsidiaries
Write offs

47,242
5
(4,905)
(462)
(1,760)

42,199
5,686
(638)
-
(5)

88,815
-
(284)
-
(6,455)

80,681
8,705
(571)
-

At end of year

40,120

47,242

82,076

88,815

Other receivables and deposits 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 amount due from subsidiaries represents unsecured interest free advances receivable on demand.
19. Fixed deposits with licensed banks
The weighted average interest rate and average maturity of fixed deposit with a licensed bank of the Group are as follows:

Group

2014
Weighted average interest rate (%)

Average maturity (days)

2013

2.58

2.20

132

365

The fixed deposits of the Group had been pledged to secure the following:

Group

2014
2013

RM000
RM000
Bank guarantee facilities
Borrowings (Note 24)

522
1,212

511
-

1,734

511

20. Cash and bank balances


Included under cash and bank balances is an amount of RM1,270,000 (2013: RM Nil) placed in designated bank accounts for
repayment of borrowings of the Group as referred to in Note 24.

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

83

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

21. Share capital









Group and Company


2014
2013
No. of
No. of
ordinary
ordinary
shares of
shares of
RM0.50
RM0.50
Group and Company
each
each
2014
2013
000
000
RM000
RM000

Authorised:
At beginning/end of year

2,000,000

2,000,000

1,000,000

1,000,000

Issued and fully paid:


At beginning/end of year

650,148

650,148

325,074

325,074

2014
RM000

2013
RM000

Company
2014
2013
RM000
RM000

(441,275)

(471,382)

(521,362)

(530,297)

Share premium
Fair value adjustment reserve
Foreign exchange translation reserve

295,727
812
7

295,727
838
10

295,727
812
-

295,727
838
-

296,546

296,575

296,539

296,565

22. Reserves



Accumulated losses

Group

Non distributable:


(144,729)
(174,807)
(224,823)
(233,732)

Share premium represents the excess of the consideration received over the nominal value of the shares issued by the
Company. The share premium is not distributed by way of cash dividends and may be utilised only in the manner set out in
Section 60(3) of the Companies Act 1965.
The Groups fair value adjustment reserve represents the cumulative fair value changes, net of tax, of available-for-sale financial
assets until they are disposed of or impaired.
23. Hire purchase liabilities


Group

Company
2014
2013
RM000
RM000

2014
RM000

2013
RM000

Amount outstanding
Less: Interest in suspense

494
(48)

490
(48)

290
(22)

369
(36)

Principal portion
Less: Portion due within one year

446
(102)

442
(89)

268
(69)

333
(65)

Non current portion

344

353

199

268

84

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

23. Hire purchase liabilities (continued)




Group

Company
2014
2013
RM000
RM000

2014
RM000

2013
RM000

Later than 1 year and not later than 2 years


Later than 2 years and not later than 5 years

109
235

94
259

72
127

69
199

344

353

199

268

The non current portion of the hire


purchase obligations is payable as follows:

he weighted average effective interest rate implicits in the hire purchase obligations of the Group and the Company is 4.94%
T
(2013: 4.48%) and 4.32% (2013: 4.32%) respectively per annum.
24. Borrowings


Group

Company
2014
2013
RM000
RM000

2014
RM000

2013
RM000

57,171
61,632

-
94,516

-
23,780

39,359

1,000

1,000

119,803

95,516

23,780

39,359

Less:
- Current portion of the term loans
included under current liabilities
- NCPS

(3,620)
(1,000)

(5,436)
(1,000)

(934)
-

(3,445)
-

(4,620)

(6,436)

(934)

(3,445)

115,183

89,080

22,846

35,914

Syndicated loan - secured


Term loans - secured
Non convertible preference shares issued to
non-controlling interests (NCPS)

Non current portion




Group

Company
2014
2013
RM000
RM000

2014
RM000

2013
RM000

2,969
69,414
42,800

6,089
19,167
63,824

761
2,618
19,467

4,089
11,334
20,491

115,183

89,080

22,846

35,914

The non current portion of the


term and syndicated loans is payable as follows:
Later than 1 year and not later than 2 years
Later than 2 years and not later than 5 years
Later than 5 years

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

85

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

24. Borrowings (continued)


The main features of the non convertible preference shares are as follows:
(i)

the shares do not carry any conversion rights and are not convertible to ordinary shares;

(ii)

the holders of the shares shall rank in priority to the ordinary shareholders on the dividend payables; and

(iii)

the shares shall not be redeemed except out of profits.

The weighted average effective interest rate per annum is as follows:




2014
%
Term loans - secured

6.56

Group Company
2013
2014
2013
%
%
%
6.92

6.60

7.37

During the reporting period, the Group secured total syndicated loan of RM82 million for project financing and is secured by
way of:
(i)

debenture by way of a fixed and floating charge on all the assets of two subsidiaries;

(ii)

assignment of two subsidiaries designated bank accounts and the credit balances therein;

(iii)

assignment of the Sale and Purchase agreement of a land held for property development;

(iv)

an assignment of all tenancies and rights, interests, title and benefits in the rental proceeds and/or other income as may
be derived from an investment properties of a subsidiary; and

(v)

a first legal charge over all shares of two subsidiaries.

The secured borrowings of the Group are also guaranteed by the Company and secured by:



2014
RM000
Investment properties (Note 11)
Property development costs (Note 16)
Fixed deposits with licensed banks (Note 19)
Designated bank accounts (Note 20)

86

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

381,561
24,710
1,212
1,270

Carrying amount
Group Company
2013
2014
2013
RM000
RM000
RM000
380,676
3,247
-
-

-
-
-
-

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

25. Trade payables



Group

2014
2013

RM000
RM000
Trade payables
Less: Portion due within one year

5,445
(5,445)

18,477
(17,761)

Non current portion

716


Group

2014
2013

RM000
RM000
The non current portion of trade payables is repayable as follows:
Later than 1 year and not later than 2 years

716

The normal trade credit period granted to the Group is 30 days (2013: 30 days).
26. Other payables and accruals


Group

Company
2014
2013
RM000
RM000

2014
RM000

2013
RM000

210

7,075
-
8

6,780
-
20

-
295
8

377
20

Amount payable for purchase of


plant and equipment
Deposits received from tenants
and purchasers of development properties
Financial guarantee liabilities
Unsecured interest free advances from third parties
Provision for contingencies in
respect of disposal of subsidiaries
Accrued interest
Real property gains tax liabilities accrued for
accounting purposes
Liquidated ascertained damages in respect
of property development projects
Provision for litigation damages
Profit guarantee liability
Tax penalties and interest accrued
for accounting purposes
Quit rent and assessment payables
Amount due to:
- third parties
- subsidiaries

337
1,010

337
13,492

337
566

337
13,492

13,730

11,592

616

616

2,814
11,940
2,189

3,068
8,829
2,189

-
-
2,189

2,189

26,685
2,836

24,434
3,331

-
-

16,020
-

11,192
-

2,975
189,974

2,473
175,632


Accruals

84,644
1,958

85,474
3,119

196,960
163

195,136
157


Less: Non current portion

86,602
-

88,593
-

197,123
(225)

195,293
(295)

Portion due within one year

86,602

88,593

196,898

194,998

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

87

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

26.

Other payables and accruals (continued)

Group

Company
2014
2013
RM000
RM000

2014
RM000

2013
RM000

The non current portion of other


payables is repayable as follows:
Later than 1 year and not later than 2 years
Later than 2 years and not later than 5 years
Later than 5 years

-
-
-

-
-
-

60
122
43

70
152
73

225

295

The amount due to subsidiaries represents unsecured interest free advances repayable on demand.
The movements of provision for litigation damages are as follows:


Group

At beginning of year
Provision during the year
At end of year

Company
2014
2013
RM000
RM000

2014
RM000

2013
RM000

8,829
3,111

3,689
5,140

-
-

11,940

8,829


The provision was made in relation to the ongoing ligitations disclosed in Note 31(i).
27.

Deferred tax liabilities


Group

2014
2013

RM000
RM000
At beginning of year
Recognised in profit or loss (Note 8)
- current year

(2,781)

At end of year

(2,781)

27.1 Presented after appropriate offsetting as follows:




Deferred tax assets
13,067

Deferred tax liabilities
(15,848)

13,270
(13,270)

88

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

(2,781)

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

27.

Deferred tax liabilities (continued)


27.1 Presented after appropriate offsetting as follows: (continued)

Deferred tax assets of the Group are in respect of the following:



Group

2014
2013

RM000
RM000
Tax effects of unabsorbed capital allowances and unutilised
tax losses

13,067

13,270

The unused tax losses and unused tax credits are available indefinitely for offset against future taxable profit of the
subsidiaries in which those items arose.

Deferred tax liabilities of the Group are in respect of the following:


Group

2014
2013

RM000
RM000
Tax effects of excess of tax capital allowances over related
depreciation of property, plant and equipment
(13,067)
(13,270)
Fair value gain on investment properties
(2,781)

27.2

(15,848)

(13,270)

Deferred tax assets have not been recognised in respect of the following:

Group
Group

Company
2014
2013
RM000
RM000

2014
RM000

2013
RM000

Unabsorbed capital allowances


and unutilised tax losses
Other deductible temporary differences

111,004
34,804

142,448
21,712

27,751
8,701

35,612
5,428

145,808

164,160

36,452

41,040

Company
Group

Unabsorbed capital allowances


and unutilised tax losses

2014
RM000

2013
RM000

23,976

23,180

Company
2014
2013
RM000
RM000
5,994

5,795

Deferred tax assets have not been recognised as it is not probable that taxable profit will be available in the foreseeable
future to utilise these deferred tax benefits.

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

89

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

28.

Significant related party disclosures


(a)

Related party transactions

Significant transactions with related parties are as follows:



Related parties
Type of transactions

With subsidiaries


Accounting fee income


Management fee income
Rental expenses
Dividend income

Company
2014
2013
RM000
RM00
243
270
86
-

The directors are of the opinion that the terms and conditions and prices of the above transactions are not materially
different from that obtainable in transactions with unrelated parties.

(b)

Related party balances




Group and Company


2014
2013
RM000
RM000

Significant outstanding balances with companies


in which certain directors have interests
Name of company
Payable
Meda Inc Berhad
- profit guarantee liability
2,189

29.

250
275
87
98

2,189

(c)

Compensation of key management personnel

The key management personnel comprises mainly executive directors of the Company whose remuneration is
disclosed in Note 7.

Commitments
Group
Company

2014
2013
2014
2013

RM000
RM000
RM000
RM000

Operating lease commitments
The future minimum lease payments
under non cancellable operating
leases are as follows:
Not later than 1 year
528
78
539
229
Later than 1 year and not later than 2 years
723
39
689
222
Later than 2 years and not later than 5 years
925
43
916
258

2,176

160

2,144

709


Group

2014
2013

RM000
RM000
Land held for development
Contracted but not provided for

90

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

130,500

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

30.

Events subsequent to the reporting date


The shareholders of the Company had approved the following corporate exercises:
(a)

Capital reduction by cancellation of RM0.40 of the par value of each existing ordinary share of RM0.50 of the
Company and to be used to reduce the accumulated losses of the Company;

(b)

Reduction of share premium of the Company and the credit arising from the reduction will be used to further reduce
and eliminate the accumulated losses remaining in the Company after the capital reduction;

(c)

Amendments to Memorandum and Articles of Association of the Company to facilitate the change in the par value of
the ordinary shares of RM0.50 each in the Company resulting from the capital reduction;

(d)

Private placement with warrants which entails the issuance of up to 80,000,000 new ordinary shares of RM0.10 each
at an issue price of RM0.25 per placement share together with up to 136,000,000 new free detachable warrants on
the basis of seventeen (17) placement warrants for every ten (10) placement shares subscribed after the reduction of
capital and share premium;

(e)

Free warrants issue on the basis of one (1) free warrant for every ten (10) existing ordinary shares held after the
reduction of capital and share premium;

(f)

Establishment of an employees share option scheme of up to 15% of the total issued and paid up share capital of
the Company after reduction of capital and share premium; and

(g)

Acquisition of freehold land held for development by its subsidiary for a total purchase consideration of RM145
million.

As at the date of the financial statements, the Company had completed the transactions (a) to (f).
31.

Material litigations and claims



(i)

Pujian Development Sendirian Bhd (PDSB), a subsidiary, was served with a writ of summons by 24 purchasers
seeking rescission of the Sale and Purchase Agreements entered into with PDSB in respect of the shop units in the
South City Plaza. The Court has awarded the plaintiffs claims and has fixed the decision date on 25 August 2014 for
the assessment of damages and subsequently postponed to 4 November 2014 for trial. In determining the provision
of damages to be paid to the purchasers, significant assumptions have been made in relation to the period covered
and interest rate used to calculate the interest on the purchase consideration received for the shop units.

For accounting purposes, PDSB had made the necessary provision for the payment of interest in relation to the
purchase consideration received pending assessment of the High Court.

(ii)

The Inland Revenue Board (IRB) issued a writ of summons against each of the 4 subsidiaries, Mudek Sdn Bhd
(Mudek), Seri Jasin Sdn Bhd (Seri Jasin), Berembang Sendirian Berhad (Berembang) and Jiddi Joned Enterprises
Sdn Bhd (Jiddi Joned) individually for real property gains tax owed by the subsidiaries.

Mudek was successful in its application to set aside the judgement in default obtained earlier by IRB. The court has
dismissed IRBs application to renew the summons with costs on 3 October 2007. IRB has since filed and served
a fresh writ of summons of which the defence has been filed by Mudek on 22 May 2008. IRB applied for summary
judgement and was allowed by the court on 14 January 2011. Our appeal to the Court of Appeal was allowed on 25
February 2013 and the case was referred to the High Court. IRB then filed an application for leave at Federal Court
to seek an order to appeal to Federal Court against the decision of the Court of Appeal. Federal Court allowed IRBs
leave to appeal. The case is now pending the hearing of IRBs appeal in Federal Court.

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

91

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

31.

Material litigations and claims (continued)


32.

(ii)

In respect of Berembangs suit, the Plaintiffs application for summary judgement was heard on 12 July 2010 whereby
the application was dismissed on the basis that there are triable issues. The Plaintiff has filed an appeal to the Court
of Appeal which was dismissed on 22 November 2011. The case was referred to the High Court for full trial on 5
March 2012 at which the Judge dismissed the Plaintiffs suit for non compliance of order given by the Court and the
non-presence of the Plaintiffs lawyer at the time of trial. However, the Plaintiffs application to re-instate the summons
was allowed on 9 October 2012. Berembangs application for stay of proceedings and appeal against the decision
was dismissed on 24 April 2013 and the case was reverted to High Court which was fixed for hearing. At the hearing
on 28 May 2014, the Plaintiff withdrew the claim with liberty to file afresh and with no order as to cost as both parties
have mutually agreed to enter into a Settlement Agreement to resolve the matter.

The said four subsidiaries have initiated another legal proceeding against two parties for failure to release retention
sums representing part of the real property gains tax as mentioned above. The Court allowed the subsidiaries claim
against the first defendant but dismissed the action against the second defendant.

Both the subsidiaries and the 1st defendant have filed an appeal to the Court of Appeal respectively. The subsidiaries
appeal against the decision in respect of the 2nd defendant was allowed and damages are to be assessed. The Court
of Appeal has fixed 3 December 2014 for the hearing of the 1st defendants appeal.

For accounting purposes, all the amounts owed have been recognised for in the financial statements.

(iii)

The Inland Revenue Board (IRB) filed 2 legal suits against Tashima Development Sdn Bhd (Tashima) for the
recovery of income tax outstanding for assessment years 2000, 2001 and 2002. For the 1st legal suit, the court
allowed the IRBs summary judgement application for the recovery of income tax outstanding for assessment year
2000 on 4 January 2011. Tashimas appeal against the said decision was dismissed on 3 November 2011. For the
2nd legal suit, the court allowed IRBs summary judgement application for the recovery of income tax outstanding for
assessment year 2001 and 2002 on 12 February 2008. Tashimas appeal against the said decision was dismissed
on 18 July 2013. Currently, an appeal has been filed in the Court of Appeal against such dismissal and the Court of
Appeal has dismissed Tashimas appeal on 2 June 2014. Tashima has commenced instalment payments towards the
outstanding income tax.

For accounting purposes, all the amounts owed have been recognised for in the financial statements.

(iv)

The Company was served with a writ of summons by a co-operative based on an alleged Profit Guarantee Agreement
for the sum of RM1.5 million. The court had allowed ECBs application to strike out the summons on 19 September
2012. The plaintiff subsequently filed an appeal against the courts decision which was allowed on 30 May 2013. The
case is fixed for hearing on 27 to 30 October 2014.

The legal suit is still on going and the directors are of the opinion that the outcome of the suit will be favourable to the
Company. Accordingly, no provision is made for the amount claimed.

Segmental information
For management purposes, the Group is organised into business units based on their nature of business and has three
reportable operating segments as follows:

Business segments

Construction
Property investment/management/development
Investment and others
The above reportable segments operate in Malaysia.

92

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

32.

Segmental information (continued)


During the reporting period, the Group discontinued its operation in construction segment.
Management monitors the operating results of its business units as well as relying on the segment information as disclosed
below for the purpose of making decision about resource allocation and performance assessment.
The directors together with the management are of the opinion that all inter segment transactions have been entered into
in the normal course of business and have been established on terms and conditions that are not materially different from
those obtainable in transactions with unrelated parties.


Property

investment/
Investment

management/
and

development
others Eliminations Consolidated
31 May 2014
RM000
RM000
RM000
RM000

Revenue
Revenue from external customers
22,877
1,572
-
24,449
Inter-segment revenue
571
670
(1,241)

23,448
2,242
(1,241)
24,449

Results
Profit from operations before interest income
28,074
10,358
-
38,432
Interest income
33
21
-
54
Profit from operations
Finance costs

28,107
(2,915)

10,379
(2,454)

-
-

38,486
(5,369)

Profit before tax


Income tax expense

25,192
(2,904)

7,925
(53)

-
-

33,117
(2,957)

Net profit for the year


Non-controllling interests

22,288
-

7,872
(53)

-
-

30,160
(53)

Profit attributable to owners of the Company

22,288

7,819

30,107

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

93

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

32.

Segmental information (continued)



Property

investment/
Investment

management/
and

development
others Eliminations Consolidated
31 May 2014
RM000
RM000
RM000
RM000

Other information
Segment assets
433,504
7,044
-
440,548
Segment liabilities
194,891
51,371
-
246,262
Additions to non current assets
963
190
-
1,153
704
346
-
1,050
Depreciation
Non cash expenses other than depreciation
and amortisation
3,403
18
-
3,421
Amortisation of financial liabilities carried
at amortised cost
445
-
-
445
-
(367)
-
(367)
Dividend income
Fair value adjustments on investment properties
(340)
-
-
(340)
Allowance for doubtful debts no longer required
(9,747)
(2,987)
-
(12,734)
Gain on disposal of
- plant and equipment
-
(93)
-
(93)
- subsidiaries
-
(2,686)
-
(2,686)
Waiver of term loan and interest
(16,000)
(13,270)
-
(29,270)

Property

investment/ Investment
management/
and

Construction
development
others Eliminations Consolidated
31 May 2013
RM000
RM000
RM000
RM000
RM000

Revenue
Revenue from external customers
-
75,755
610
-
76,365
Inter-segment revenue
-
358
761
(1,119)

-
76,113
1,371
(1,119)
76,365

Results
Profit/(Loss) from operations
before interest income
(2,552)
34,552
1,266
-
33,266
Interest income
29
14
12
-
55

94

Profit/(Loss) from operations


Finance costs

(2,523)
(83)

34,566
(3,436)

1,278
(3,096)

-
-

33,321
(6,615)

Profit/(Loss) before tax


Income tax expense

(2,606)
39

31,130
(2,978)

(1,818)
1

-
-

26,706
(2,938)

Net profit/(loss) for the year


Non-controllling interests
Profit/(Loss) attributable to owners
of the Company

(2,567)
-

28,152
-

(1,817)
510

-
-

23,768
510

(2,567)

28,152

(1,307)

24,278

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

32.

Segmental information (continued)



Property

investment/ Investment
management/
and

Construction
development
others Eliminations Consolidated
31 May 2013
RM000
RM000
RM000
RM000
RM000

Other information
Segment assets
585
395,149
7,327
-
403,061
Segment liabilities
1,987
160,631
76,648
-
239,266
Additions to non current assets
154
1,457
2,721
-
4,332
37
551
322
-
910
Depreciation
Non cash expenses other than
depreciation and amortisation
2,447
8,576
588
-
11,611
Amortisation of
financial liabilities carried at
amortised cost
77
1,135
-
-
1,212
Dividend income
-
-
(64)
-
(64)
Fair value adjustments on:
- quoted instruments designated
as financial assets at
fair value through profit or loss
-
-
28
-
28
- investment properties
-
(25,048)
-
-
(25,048)
Allowance for doubtful debts no
longer required
-
(1,066)
(638)
-
(1,704)
(Gain)/Loss on disposal of
- plant and equipment
(33)
(22)
(33)
-
(88)
- other financial assets
-
-
(4,256)
-
(4,256)

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

95

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

33.

Financial instruments, financial risks and capital risk management


33.1 Categories of financial instruments

The following table sets out the financial instruments as at the reporting date:

Group


Financial assets
Available-for-sale:
- other financial assets
Loans and receivables:
- trade and other receivables
excluding prepayments
- fixed deposits with licensed banks
- cash and bank balances

Company
2014
2013
RM000
RM000

2014
RM000

2013
RM000

2,348

2,321

2,310

2,283

18,235
1,734
2,785

6,878
511
845

285,229
-
225

289,943
123


25,102
10,555
287,764
292,349


Financial liabilities
Amortised cost:
- borrowings
119,803
95,516
23,780
39,359
- hire purchase liabilities
446
442
268
333
- trade and other payables
excluding statutory liabilities
36,856
58,884
196,507
194,677

157,105

154,842

220,555

234,369

33.2 Financial risk management objectives and policies




96

The Groups overall financial risk management programme seeks to minimise potential adverse effects on financial
performance of the Group.
The Group does not hold or issue derivative financial instruments for speculative purposes.

There has been no change in the Groups exposure to these financial risks or the manner in which it manages and
measures the risk.

Interest rate risk management

The Groups primary interest rate risk relates to interest bearing debts. The Group manages its interest rate exposure
by maintaining a prudent mix of fixed and floating rate borrowings. The Group actively reviews its debt portfolio,
taking into account the investment holding period and nature of its assets. The information on maturity dates and
effective interest rates of financial liabilities are disclosed in their respective notes.

The sensitivity analysis below have been determined based on the exposure to interest rates for the banking facilities
at the reporting date. A 50 basis point increase or decrease is used when reporting interest rate risk internally to key
management personnel and represents managements assessment of the reasonably possible change in interest
rates.

A change of 50 basis points in interest rate with all other variables being held constant would have decrease or
increase the Group and the Companys profit/(loss) before tax by RM599,000 (2013: RM473,000) and RM119,000
(2013: RM197,000) respectively.

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

33.

Financial instruments, financial risks and capital risk management (continued)


33.2 Financial risk management objectives and policies (continued)

Liquidity risk management

The Group and the Company maintain sufficient cash and bank balances, and internally generated cash flows to
finance its activities. The Group and the Company finance their operations by a combination of equity and bank
borrowings.

The following tables detail the remaining contractual maturity for non-derivative financial liabilities. The tables have
been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the
Group and the Company can be required to pay.
Group
Contractual cash flows (including interest payments)

On
demand

Carrying or within Within 1 to Within 2 to More than

amount
Total
1 year
2 years
5 years
5 years
2014
RM000 RM000
RM000
RM000
RM000
RM000
Non interest bearing debts
Interest bearing debts
Hire purchase liabilities (fixed rate)

36,856 36,856
119,803 172,523
446
494

36,856
12,216
124

-
10,861
124

-
97,826
246

51,620
-

157,105 209,873

49,196

10,985

98,072

51,620

2013

Non interest bearing debts
58,884 58,947
58,168
779
-
Interest bearing debts
95,516 132,894
5,436
7,600
24,331
95,527
Hire purchase liabilities (fixed rate)
442
490
108
108
274

154,842 192,331

63,712

8,487

24,605

95,527

Company
Contractual cash flows (including interest payments)

On
demand

Carrying or within Within 1 to Within 2 to More than

amount
Total
1 year
2 years
5 years
5 years
2014
RM000 RM000
RM000
RM000
RM000
RM000
Non interest bearing debts
Interest bearing debts
Hire purchase liabilities (fixed rate)

196,507 196,507
23,780 40,391
268
290

196,507
2,254
79

-
2,254
79

-
6,763
132

29,120
-

220,555 237,188

198,840

2,333

6,895

29,120

2013

Non interest bearing debts
194,677 194,702
194,382
76
165
79
Interest bearing debts
39,359 52,119
3,445
4,428
14,178
30,068
Hire purchase liabilities (fixed rate)
333
369
79
79
211

234,369 247,190

197,906

4,583

14,554

30,147

In addition to the above, the Company provides financial guarantee to banks for the banking facilities granted to
subsidiaries as disclosed in Note 24 to the financial statements.

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

97

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

33.

Financial instruments, financial risks and capital risk management (continued)


33.2 Financial risk management objectives and policies (continued)

Foreign exchange risk

Foreign exchange risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in foreign exchange rates.

The Group and the Company operate mainly in Malaysia and transacts predominantly in Ringgit Malaysia (RM). As
such, its exposure to foreign exchange risk is minimal.

Market price risk

Market price risk is the risk that the fair value or future cash flows of the Groups financial instruments will fluctuate
because of changes in market prices (other than interest or exchange rates).

The Group and the Company are exposed to equity price risk arising from its investment in quoted equity instruments.
The quoted equity instruments are substantially listed on Hong Kong Exchange and Clearing Limited.

Management monitors the equity instruments on a portfolio basis. Material instruments within the portfolio are
managed on an individual basis and all buy and sell decisions are approved by the managing director of the Group.

A 5% changes in the market price of the quoted equity instruments at the end of the reporting period with all other
variables held constant would have the following changes on the performance of the Group and the Company:

Group


Other comprehensive income

98

2014
RM000

2013
RM000

60

59

Company
2014
2013
RM000
RM000
60

59

Credit risk management

The Groups credit risk is primarily attributable to its trade and other receivables. Credit risks are managed by the
application of credit approvals, limits and monitoring procedures. Credit risks are minimised and monitored via strictly
limiting the Groups associations to business partners with high creditworthiness. Trade receivables are monitored
on an ongoing basis via the Groups management reporting procedures. For other financial assets including cash
and bank balances, the Group minimises credit risk by dealing exclusively with high credit rating counterparties.
The Group performs ongoing credit evaluation of its customers and generally does not require collateral on account
receivables. At the reporting date, there were no significant concentrations of credit risk other than an amount due
from a subsidiary of RM266,000,000 (2013: RM270,000,000).

The Company provides unsecured financial guarantees to banks in respect of banking facilities granted to
subsidiaries. The maximum exposure to credit risk amounts to RM95,023,000 (2013: RM55,581,000) representing
the outstanding banking facilities of the subsidiaries as at reporting date.

The Company monitors on an ongoing basis the results of the subsidiaries and repayments made by the subsidiaries.

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

33.

Financial instruments, financial risks and capital risk management (continued)


33.3 Capital structure and equity

The Groups objectives when managing capital is to maintain a strong capital base and safeguard the Groups ability
to continue as a going concern, so as to maintain investor, creditor and market confidence and to sustain future
development of the business.

The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions
and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group
may adjust the amount of dividends paid to the shareholders, return capital to shareholders, issue new shares or sell
assets to reduce debts.

The Group monitors capital using a gearing ratio, which is net debt (total borrowings less cash and cash equivalents)
divided by total capital which comprises total equity plus net debt. The calculations of the Groups and the Companys
gearing ratios are as follows:
Group
Company
2014
2013
2014
2013
RM000
RM000
RM000
RM000

Borrowings
Less: Cash and cash equivalents

120,249
(4,519)

95,958
(1,356)

24,048
(225)

39,692
(123)

Net debt

115,730

94,602

23,823

39,569

Total equity

194,286

163,795

100,251

91,342

Total capital

310,016

258,397

124,074

130,911

0.37

0.37

0.19

0.30

Gearing ratio

34.

There were no changes in the Groups approach to capital management during the financial year.

Fair value measurements


34.1 Financial instruments not carried at fair value

The following table sets out the financial instruments not carried at fair value as at the reporting date:

Group


Financial assets
Loans and receivables:
- trade and other receivables
excluding prepayments
- fixed deposits with licensed banks
- cash and bank balances

2014
RM000

2013
RM000

18,235
1,734
2,785

6,878
511
845

Company
2014
2013
RM000
RM000

285,229
-
225

289,943
123


22,754
8,234
285,454
290,066

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

99

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

34.

Fair value measurements (continued)


34.1 Financial instruments not carried at fair value (continued)

Group

2014
RM000

2013
RM000

Company
2014
2013
RM000
RM000

Financial liabilities
Amortised cost:
- borrowings
119,803
95,516
23,780
39,359
446
442
268
333
- hire purchase liabilities
- trade and other payables
excluding statutory liabilities
36,856
58,884
196,507
194,677

157,105

154,842

220,555

234,369

For financial assets and liabilities not carried at fair value on the financial statements, the Group has ascertained that
their fair values were not materially different from their carrying amounts at reporting date.

The carrying amounts of cash and bank balances, receivables and payables, and other liabilities approximate their
respective fair values due to the respectively short-term maturity of these financial instruments.

The fair values of the Groups and Companys other payables, term loans and hire purchase liabilities approximate
their carrying amount as these instruments were entered with interest rates which are reasonable approximation of
the market interest rates on or near reporting date.

The fair values of financial assets and financial liabilities are determined with standard terms and conditions.

34.2 Fair value of financial instruments by classes that are not carried at fair value and whose carrying amounts
are not approximation of fair value

The fair value of financial assets that are not carried at fair value and whose carrying amounts are not reasonable
approximation of fair value are as follows:

Group


Financial assets
Investment in unquoted equity instruments

100

2014
RM000

2013
RM000

1,138

1,138

Company
2014
2013
RM000
RM000
1,100

1,100

Fair value information has not been disclosed for the Groups investment in unquoted equity instruments that are
carried at cost because their fair value cannot be measured reliably. The Group do not have intention to dispose the
instruments in the near future.

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

34.

Fair value measurements (continued)


34.3 Financial instruments and non financial assets carried at fair value

Fair value hierarchy


The Group categorises fair value measurements using a fair value hierarchy that is dependent on the valuation inputs
used as follows:
Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical
assets or liabilities;
Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1
that are observable for the assets or liabilities, either directly (ie. prices) or indirectly (ie. derived from prices); and
Level 3 fair value measurements are those derived from valuation techniques that include inputs for the assets or
liabilities that are not based on observable market data (unobservable inputs).
The following table provides an analysis of each class of assets measured at fair value at the end of the reporting
period:
Group
2014
Fair value measurements at the end of the
reporting period using
Level 1
Level 2
Level 3
Total
RM000
RM000
RM000
RM000

Recurring fair value measurements


Other financial assets:
Quoted equity instruments
1,210
-
-
1,210


Non financial assets:
Investment properties
-
272,530
109,031
381,561
Group
2013
Fair value measurements at the end of the
reporting period using
Level 1
Level 2
Level 3
Total
RM000
RM000
RM000
RM000

Recurring fair value measurements


Other financial assets:
Quoted equity instruments
1,183
-
-
1,183
Non financial assets:
Investment properties

272,530

108,146

380,676

There were no transfers between these levels of fair values in the current and previous reporting period.

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

101

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

34.

Fair value measurements (continued)


34.3 Financial instruments and non financial assets carried at fair value (continued)

102

Valuation techniques used to derive Level 2 fair value

The fair value of investment properties under Level 2 were stated by the directors based on professional valuations
carried out by Mr Long Tian Chek, a registered valuer with Henry Butcher Malaysia Sdn Bhd in June 2014 by using
the comparison approach of valuation.

The comparison approach considers the sales of similar or substitute properties and related market data, and
establishes a value estimate by processes involving comparison. In general, the property being valued is compared
with sales of similar properties that have been transacted in the open market. Listing and offering may also be
considered. Valuation may be significantly affected by the timing and the characteristics (such as location, accessibility,
design, size, improvements and amenities) of the property transactions used for comparison.

Valuation techniques used to derive Level 3 fair value

Fair value of investment properties under Level 3 were stated by the directors based on professional valuations
carried out by Hj. Sukiman Bin Kasmin, a registered valuer with Henry Butcher Malaysia (Kluang) Sdn Bhd in July
2014 by using the investment method of valuation.

In the investment method of valuation, the capital value is derived from an estimate of the market rental value, in
which the subject property can reasonably be let for. Outgoings, such as property tax, repair and maintenance,
insurance and management fees, are then deducted from the annual rental income. The net annual income is then
capitalised at an appropriate current market yield to arrive at its capital value. The yield applied to net annual income
to determine fair value of the property is 6.55%. The significant unobservable inputs applied by the Company to arrive
at the yield are market rate of return of 6.25% and void rate of 8%. The estimated fair value would increase if both
the unobservable inputs reduce.

Valuations are performed annually by professional valuers who hold recognised and relevant professional qualifications
and have recent experience in the location and category of the investment properties being valued. Changes in Level
3 fair values are analysed by the management annually after obtaining valuation report from the valuers.

The following shows a reconciliation of Level 3 fair value:



2014
RM000

2013
RM000

At beginning of year
Additions through subsequent expenditure
- current year
- over recognised in prior yeas
Transferred from/(to) property development costs
Gain from fair value adjustments recognised in profit or loss

108,146

83,600

16
-
529
340

574
(818)
(320)
25,110

At end of year

109,031

108,146

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

NOTES TO THE FINANCIAL STATEMENTS


31 MAY 2014

35.

Supplementary information breakdown of retained profits/accumulated losses into realised and unrealised
The breakdown of the retained profits/accumulated losses of the Group and of the Company as at 31 May 2014 into realised
and unrealised is presented in accordance with the directive issued by Bursa Malaysia Securities Berhad dated 25 March
2010 and prepared in accordance with Guidance on Special Matter No.1, Determination of Realised and Unrealised Profits
or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the
Malaysian Institute of Accountants.

2014
RM000

Group
2013
RM000

Company
2014
2013
RM000
RM000

Total accumulated profits/(losses)


of the Company and its subsidiaries
- Realised
- Unrealised

(542,484)
30,964

(587,414)
33,481

(518,878)
(2,484)

(527,771)
(2,526)


Less: Consolidation adjustments

(511,520)
70,245

(553,933)
82,551

(521,362)
-

(530,297)
-

Accumulated losses as per financial statements

(441,275)

(471,382)

(521,362)

(530,297)

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

103

PARTICULARS OF GROUP PROPERTIES


The properties of the Group as at 31 May 2014 and their net book values (NBV) are indicated below:

Investment Properties

Sizes &
Usage

Title/Location

Company

Approximate
Age of
Building
(years)

Lease
Expiry
Date

Date of
Acquisition/
Revaluation

NBV
RM000

91 sq.
metres of
office space

B-04-10, Perdana Selatan,


Taman Serdang Perdana,
(Seksyen 1)
43300 Seri Kembangan,
Selangor Darul Ehsan.

Pujian
Development
Sendirian
Berhad

14

99-year
lease
expiring
9 Nov 2093

3.8.2006

130

150,417 sq.
metres of
commercial
space

PN No. 7393, Lot No. 1,


Pekan Serdang,
Daerah Petaling, Selangor.

Pujian
Development
Sendirian
Berhad

11

99-year
lease
expiring
9 Nov 2093

25.6.2014

271,286

55 sq.
metres of
commercial
space

PN No. 7393, Lot No. 1,


Pekan Serdang,
Daerah Petaling, Selangor.

Opal Horizon
Sdn Bhd

11

99-year
lease
expiring
9 Nov 2093

25.6.2014

268

60 sq.
metres of
commercial
space

PN No. 7393, Lot No. 1,


Pekan Serdang,
Daerah Petaling, Selangor.

Efex Trade &


Exhibitions
Sdn Bhd

11

99-year
lease
expiring
9 Nov 2093

25.6.2014

289

55 sq.
metres of
commercial
space

PN No. 7393, Lot No. 1,


Pekan Serdang,
Daerah Petaling, Selangor.

EcoFirst
Development
Sdn Bhd

11

99-year
lease
expiring
9 Nov 2093

25.6.2014

268

60 sq.
metres of
commercial
space

PN No. 7393, Lot No. 1,


Pekan Serdang,
Daerah Petaling, Selangor.

EcoFirst
Laboratories
Sdn Bhd

11

99-year
lease
expiring
9 Nov 2093

25.6.2014

289

45 sq.
metres of
commercial
space

PTD 1468,
Mukim Gemerah,
Segamat, Johor.
PTB 1283,
Bandar Segamat,
Segamat, Johor.

Tashima
Development
Sdn Bhd

99-year
lease
expiring
4 Jul 2100

1.7.2014

109,031

381,561

104

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

ANALYSIS OF SHAREHOLDINGS
Statistical Report of Holders of Shares As At 30 September 2014
As per Record of Depositors (ROD)
Class of Securities

Ordinary Share of RM0.10 each (Shares)

Authorised Share Capital

RM1,000,000,000.00

Issued and fully paid-up


share capital

RM73,014,765.40

Voting Rights
:

Shareholders
Every member present in person or by proxy or represented by attorney shall have one vote
and upon a poll, every such member shall have one vote for every share held.

No. of Shareholders

23,376

ANALYSIS OF SHAREHOLDINGS AS AT 30 SEPTEMBER 2014



Range of Shareholdings

Number of
Shareholders

Number
of Shares

Percentage (%)

Less than 100


100 1,000
1,001 10,000
10,001 100,000
100,001 less than 5% of issued shares
5% and above of issued shares

1,919
4,115
13,045
3,803
492
2

50,081
3,677,160
58,354,312
109,143,239
400,210,998
158,711,864

0.01
0.50
7.99
14.95
54.81
21.74

Total

23,376

730,147,654

100.00

LIST OF THIRTY LARGEST REGISTERED SHAREHOLDERS AS AT 30 SEPTEMBER 2014 AS PER ROD


Name of Shareholders

Number of Shares

Percentage (%)

1.

Maybank Nominees (Tempatan) Sdn Bhd


Yeoh Siok Choo

31,839,200

4.36

2.


3.

RHB Nominees (Tempatan) Sdn Bhd


OSK Capital Sdn Bhd For Tan Kim Seng

28,000,000

3.83

RHB Nominees (Tempatan) Sdn Bhd


Pledged Securities Account For Chen Sau Mou

26,000,000

3.56

4. RHB Nominees (Tempatan) Sdn Bhd


Pledged Securities Account For Looi Kwai Fong

26,000,000

3.56

5. RHB Capital Nominees (Tempatan) Sdn Bhd


Pledged Securities Account For Teoh Seng Aun (STG)

22,054,466

3.02

6.

Teoh Seng Kian

18,242,500

2.50

7.

RHB Capital Nominees (Tempatan) Sdn Bhd


Pledged Securities Account For Teoh Seng Kian (DHG)

16,751,432

2.29

8.

Maybank Securities Nominees (Tempatan) Sdn Bhd


Pledged Securities Account For Teoh Seng Kian (Margin)

16,000,000

2.19

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

105

ANALYSIS OF SHAREHOLDINGS
LIST OF THIRTY LARGEST REGISTERED SHAREHOLDERS AS AT 30 SEPTEMBER 2014 AS PER ROD (continued)

Name of Shareholders

Number of Shares

Percentage (%)

9.

Maybank Securities Nominees (Tempatan) Sdn Bhd


Pledged Securities Account For Teoh Seng Aun

15,000,000

2.05

10. Teoh Seng Aun

13,235,000

1.81

11. AMSEC Nominees (Tempatan) Sdn Bhd



Pledged Securities Account - Ambank (M) Berhad

For Teoh Seng Kian (SMART)

13,000,000

1.78

12. AMSEC Nominees (Tempatan) Sdn Bhd



Pledged Securities Account For One Sierra Sdn Bhd

12,685,600

1.74

13. Wawasan Fokus Sdn Bhd

11,416,500

1.56

14. AllianceGroup Nominees (Tempatan) Sdn Bhd



Pledged Securities Account For Tiong Kwing Hee (8088854)

11,000,000

1.51

15. AllianceGroup Nominees (Tempatan) Sdn Bhd



Pledged Securities Account For Tiong Kwing Hee (8068389)

10,672,100

1.46

16. EB Nominees (Tempatan) Sendirian Berhad


Pledged Securities Account For Teoh Seng Kian (SFC)

10,484,600

1.44

17. Mah Toe Hiong

9,381,900

1.28

18. RHB Capital Nominees (Tempatan) Sdn Bhd


Pledged Securities Account For Tiong Kwing Hee (DHG)

7,403,100

1.01

19. Maybank Nominees (Tempatan) Sdn Bhd


6,664,800
Tan Shie Horng

0.91

20. Maybank Securities Nominees (Tempatan) Sdn Bhd


Amara Investment Management Sdn Bhd For Teoh Seng Kian

6,325,000

0.87

21. EB Nominees (Tempatan) Sendirian Berhad


Pledged Securities Account For Teoh Seng Aun (SFC)

5,671,000

0.78

22. Teoh Seng Foo

5,525,000

0.76

23. Maybank Securities Nominees (Tempatan) Sdn Bhd



Amara Investment Management Sdn Bhd For Teoh Seng Aun

5,081,500

0.70

24. Tiong Kwing Hee

4,791,700

0.66

25. Soh Chin Loong

4,700,000

0.64

26. Pan Joy Marketing Sdn Bhd

4,413,300

0.60

27. Amsec Nominees (Tempatan) Sdn Bhd



Pledged Securities Account Ambank (M) Berhad For Teoh Seng Aun (SMART)

4,000,000

0.55

28. Ng Hock Heng

4,000,000

0.55

29. M & A Nominee (Tempatan) Sdn Bhd



Pledged Securities Account For Teoh Seng Aun (M&A)

3,715,000

0.51

30. Low Yew Kuan

3,500,000

0.48

106

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

ANALYSIS OF SHAREHOLDINGS
SUBSTANTIAL SHAREHOLDERS SHAREHOLDINGS AS AT 30 SEPTEMBER 2014
(based on the Register Of Substantial Shareholders Shareholdings)


No. of Shares Held

Name of Substantial Shareholders

Direct
Interest

Percentage
(%)

Indirect**
Interest

Teoh Seng Kian

86,954,732

11.91

2,495,300

Teoh Seng Aun

71,757,132

9.83

Percentage
(%)
0.34
-

DIRECTORS SHAREHOLDINGS AS AT 30 SEPTEMBER 2014


(based on the Register Of Directors Shareholdings)


Name of Directors
Dato Syed Ariff Fadzillah Bin Syed Awalluddin
Dato (Dr.) Teoh Seng Foo
Dato Tiong Kwing Hee

Direct
Interest
-

No. of Shares Held


Percentage
(%)

Indirect**
Interest

Percentage
(%)

8,190,500

1.12

1,315,000

0.18

33,866,900

4.64

Dato Amos Siew Boon Yeong

Dato Boey Chin Gan

Teoh Seng Kian


(Alternate Director to Dato (Dr.)
Teoh Seng Foo)

86,954,732

11.91

2,495,300

0.34

Notes:
**Deemed interest pursuant to Section 134(12)(c) of the Companies Act 1965 through their spouses.

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

107

ANALYSIS OF SHAREHOLDINGS
ANALYSIS OF WARRANTHOLDINGS AS AT 30 SEPTEMBER 2014
Total Number of Warrants Issued

201,013,983

Exercise Price of Warrants

RM0.30


Range of Warrantholdings
Less than 100
100 1,000
1,001 10,000
10,001 100,000
100,001 less than 5% of issued holdings
5% and above of issued holdings

Number of
Warrantholders

Number
of Warrants

Percentage (%)

1,826
16,356
3,634
426
68
3

37,382
6,122,925
10,358,911
12,915,024
35,579,741
136,000,000

0.02
3.05
5.15
6.42
17.70
67.66

22,313

201,013,983

100.00

Total

LIST OF THIRTY LARGEST REGISTERED WARRANTHOLDERS AS AT 30 SEPTEMBER 2014 AS PER ROD


Name of Warrantholders

Number of Warrants

Percentage (%)

RHB Nominees (Tempatan) Sdn Bhd


OSK Capital Sdn Bhd for Tan Kim Seng

47,600,000

23.68

2.

RHB Nominees (Tempatan) Sdn Bhd


Pledged Securities Account for Chen Sau Mou

44,200,000

21.99


3.

44,200,000

21.99

3,183,920

1.58

2,205,446

1.10

1.

RHB Nominees (Tempatan) Sdn Bhd


Pledged Securities Account for Looi Kwai Fong
Maybank Nominees (Tempatan) Sdn Bhd
Yeoh Siok Choo

4.

5.

RHB Capital Nominees (Tempatan) Sdn Bhd


Pledged Securities Account For Teoh Seng Aun (STG)

6.

Teoh Seng Kian

1,824,250

0.91

7.

RHB Capital Nominees (Tempatan) Sdn Bhd


Pledged Securities Account For Teoh Seng Kian (DHG)

1,675,143

0.83

8.

Maybank Securities Nominees (Tempatan) Sdn Bhd


Pledged Securities Account For Teoh Seng Kian (Margin)

1,600,000

0.80

9.

Maybank Securities Nominees (Tempatan) Sdn Bhd


Pledged Securities Account For Teoh Seng Aun

1,500,000

0.75

10. Teoh Seng Aun

1,323,500

0.66

11. AMSEC Nominees (Tempatan) Sdn Bhd


Pledged Securities Account - Ambank (M) Berhad
For Teoh Seng Kian (SMART)

1,300,000

0.65

108

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

ANALYSIS OF SHAREHOLDINGS
LIST OF THIRTY LARGEST REGISTERED WARRANTHOLDERS AS AT 30 SEPTEMBER 2014 AS PER ROD (continued)

Name of Warrantholders

Number of Warrants

Percentage (%)

12. AMSEC Nominees (Tempatan) Sdn Bhd



Pledged Securities Account For One Sierra Sdn Bhd

1,268,560

0.63

13. Wawasan Fokus Sdn Bhd

1,141,650

0.57

14. AllianceGroup Nominees (Tempatan) Sdn Bhd



Pledged Securities Account For Tiong Kwing Hee (8088854)

1,100,000

0.55

15. AllianceGroup Nominees (Tempatan) Sdn Bhd



Pledged Securities Account For Tiong Kwing Hee (8068389)

1,067,210

0.53

16. EB Nominees (Tempatan) Sendirian Berhad



Pledged Securities Account For Teoh Seng Kian (SFC)

1,048,460

0.52

17. Mah Toe Hiong

918,190

0.46

18. RHB Capital Nominees (Tempatan) Sdn Bhd



Pledged Securities Account For Tiong Kwing Hee (DHG)

740,310

0.37

19. Maybank Nominees (Tempatan) Sdn Bhd



Tan Shie Horng

659,770

0.33

20. Maybank Securities Nominees (Tempatan) Sdn Bhd


Amara Investment Management Sdn Bhd For Teoh Seng Kian

632,500

0.31

21. EB Nominees (Tempatan) Sendirian Berhad



Pledged Securities Account For Teoh Seng Aun (SFC)

567,100

0.28

22. Teoh Seng Foo

552,500

0.27

23. Maybank Securities Nominees (Tempatan) Sdn Bhd



Amara Investment Management Sdn Bhd For Teoh Seng Aun

508,150

0.25

24. Tiong Kwing Hee

479,170

0.24

25. Soh Chin Loong

470,000

0.23

26. Yap Eng Hwa

455,000

0.23

27. Pan Joy Marketing Sdn Bhd

441,330

0.22

28. Amsec Nominees (Tempatan) Sdn Bhd



Pledged Securities Account - Ambank (M) Berhad For Teoh Seng Aun (SMART)

400,000

0.20

29. M & A Nominee (Tempatan) Sdn Bhd



Pledged Securities Account For Teoh Seng Aun (M&A)

371,500

0.18

30. Low Yew Kuan

350,000

0.17

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

109

ANALYSIS OF SHAREHOLDINGS
SUBSTANTIAL WARRANTHOLDERS SHAREHOLDINGS AS AT 30 SEPTEMBER 2014


No. of Warrants Held

Name of Substantial Warrantholders
1. RHB Nominees (Tempatan) Sdn Bhd

OSK Capital Sdn Bhd for Tan Kim Seng
2.



3.

Direct
Interest

Percentage
(%)

Indirect
Interest

Percentage
(%)

47,600,000

23.68

RHB Nominees (Tempatan) Sdn Bhd


Pledged Securities Account for
Chen Sau Mou

44,200,000

21.99

RHB Nominees (Tempatan) Sdn Bhd


Pledged Securities Account for
Looi Kwai Fong

44,200,000

21.99

DIRECTORS WARRANTHOLDINGS AS AT 30 SEPTEMBER 2014




Name of Directors
Dato Syed Ariff Fadzillah Bin Syed Awalluddin
Dato (Dr.) Teoh Seng Foo
Dato Tiong Kwing Hee

Direct
Interest
-

No. of Warrants Held


Percentage
(%)
-

Indirect
Interest
-

Percentage
(%)
-

819,050

0.41

131,500

0.07

3,386,690

1.68

Dato Amos Siew Boon Yeong

Dato Boey Chin Gan

Teoh Seng Kian


(Alternate Director to
Dato (Dr.) Teoh Seng Foo)

110

ECOFIRST CONSOLIDATED BHD (15379-V)


Annual Report 2014

8,665,473

4.31

249,530

0.12

FORM OF PROXY
Number of shares held

Central Depository System Account No.

I/We ______________________________________________________________________ NRIC/Company No. ___________________



(FULL NAME IN BLOCK LETTERS)
of________________________________________________________________________________________________________________

(ADDRESS)
being a member of ECOFIRST CONSOLIDATED BHD, hereby appoint ___________________________________________________
____________________________________________________ of __________________________________________________________

(FULL NAME IN BLOCK LETTERS)
(ADDRESS)
or failing him/her, the CHAIRMAN OF THE MEETING* as my/our proxy to attend and vote for me/us on my/our behalf at the Forty-First
Annual General Meeting of the Company to be held at Ballroom 1, Level 5, The Summit Hotel, Subang USJ, Persiaran Kewajipan, USJ
1, 47600 UEP Subang Jaya, Selangor Darul Ehsan on Thursday, 27 November 2014 at 10.00 a.m. or at any adjournment thereof.
* please delete if you do not wish to have this option in the absence of your proxy.

NO

RESOLUTIONS

FOR

AGAINST

ORDINARY BUSINESS
1.

Approval of Directors Fees for the financial year ended 31 May 2014

2.

Re-election of Dato Tiong Kwing Hee as Director

3.

Re-appointment of Dato Syed Ariff Fadzillah Bin Syed Awalluddin as Director

4.

Re-appointment of Messrs Russell Bedford LC & Company as Auditors and to authorise


the Directors to fix their remuneration

SPECIAL BUSINESS
5.

Ordinary Resolution
Approval to continue in office for Dato Amos Siew Boon Yeong as Independent NonExecutive Director of the Company

6.

Ordinary Resolution
Authority to allot and issue shares pursuant to Section 132D of the Companies
Act 1965

Ordinary Resolution
Proposed Share Buy-Back

Please indicate with X in the space provided how you wish your proxy to vote. If no specific direction as to voting is given, the proxy will vote or abstain
from voting at his/her discretion.

Dated this .............. day of ................... 2014



.....................................................................
Signature of Shareholder / Common Seal

Notes:
(i)

In respect of deposited securities, only members whose names appear in the Record of Depositors on 20 November 2014 (General Meeting
Record of Depositors) shall be eligible to attend, speak and vote at this meeting.
(ii) A member entitled to attend and vote at the meeting is entitled to appoint not more than one (1) proxy to attend and vote in his stead. A proxy
need not be a member of the Company and Section 149(1) of the Companies Act 1965 shall not apply.
(iii) Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners
in one securities account (omnibus account), there is no limit to the number of proxies which the exempt authorised nominee may appoint in
respect of each omnibus account it holds.
(iv) The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or if the appointer
is a corporation, either under seal or under the hand of an officer or attorney duly authorised.
(v) The original instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified
copy of that power or authority shall be deposited at the Registered Office of the Company at Level 8, Symphony House, Pusat Dagangan Dana
1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan not less than forty-eight (48) hours before the time for holding the meeting or
adjourned meeting.

Fold here

STAMP

The Company Secretary


ECOFIRST CONSOLIDATED BHD (15379-V)
Level 8, Symphony House,
Pusat Dagangan Dana 1,
Jalan PJU 1A/46,
47301 Petaling Jaya,
Selangor Darul Ehsan,
Malaysia.

Fold here

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