Beruflich Dokumente
Kultur Dokumente
Annual Report
www.abric.com
(187259-W)
2015
CONTENTS
Letter to Shareholders
Financial Calendar
Corporate Information
22
28
31
34
Directors Report
35
42
44
46
48
51
55
114
Statement by Directors
115
Statutory Declaration
115
116
List of Properties
119
120
Analysis of Shareholdings
122
125
128
Form of Proxy
abric.com
Letter to Shareholders
Dear Shareholders,
On 2 April 2015, Abric Bhd announced the completion of the disposal of the two entities in
China, namely Abric (Shanghai) Co., Ltd and Abric Commerce (China) Co., Ltd, which denotes the
full completion of the divestment of the entire security seals business.
We have been actively seeking and identifying new businesses to acquire in order to enable
Abric to regularise its Practice Note 16 status. 2015 was a challenging year due to the weakening
of Ringgit against other major currencies, compounded with the uncertainties arising from the
oil price fluctuations.
On 11 November 2015, an application was submitted to request for an extension of time to
submit the regularisation plan. We have successfully obtained an extension of six months to
10 June 2016. Despite our intense effort in working towards the regularisation plan, we are of
the view that the economic uncertainties will continue to persist. In view of this, the Board has
on 18 January 2016 announced a proposed distribution and delisting exercise representing an
expedient way to distribute all the Groups cash reserves back to entitled shareholders.
For the financial year ended 31 December 2015, the Group registered revenue of RM1.29
million. The loss for the financial year was RM2.02 million which was mainly attributed to the
fair value adjustments from the investment properties.
On behalf of the Board of Directors, I would like to express my sincere thanks and appreciation
for your continued support.
Dato Ong Eng Lock, JP
Executive Chairman
abric.com
2014
2013
2012
2011
1,288
1,132
1,010
74,611
70,598
70,798
79,503
(6,643)
(3,463)
1,901
3,808
6,325
(5,901)
(4,239)
1,781
3,663
6,138
3,877
73,010
368
(2,024)
68,771
2,149
3,072
5,380
2,015
78,290
11,352
12,890
14,549
(2,024)
69,250
1,347
2,562
5,146
96,753
144,944
101,883
103,675
97,174
1,448
8,275
31,121
34,914
33,857
Share capital
42,155
30,864
29,716
29,716
29,716
88,003
77,865
50,010
45,930
45,268
(591)
(758)
(1.45)
69.78
1.36
2.58
5.20
63.30
78.46
50.49
46.37
45.70
0.02
0.11
0.62
0.76
0.75
(35.41)
1.01
21.32
8.12
6.06
abric.com
Financial Calendar
FINANCIAL YEAR 2015
6 January 2015
12 January 2015
14 January 2015
15 January 2015
16 January 2015
19 January 2015
27 January 2015
27 February 2015
27 February 2015
13 March 2015
20 March 2015
Change of address
2 April 2015
14 April 2015
30 April 2015
22 May 2015
22 May 2015
28 May 2015
29 May 2015
12 June 2015
26 June 2015
7 July 2015
14 July 2015
abric.com
21 August 2015
14 September 2015
17 September 2015
15 October 2015
11 November 2015
24 November 2015
24 November 2015
24 November 2015
Change of Registrar
24 November 2015
1 December 2015
2 December 2015
14 December 2015
abric.com
Corporate Information
BOARD OF DIRECTORS
DATO ONG ENG LOCK, JP
Executive Chairman
BOARD COMMITTEES
AUDIT COMMITTEE
Chairman
Ir. Hon Hin See
REMUNERATION COMMITTEE
Chairman
Soong Chee Keong
Members
Soong Chee Keong
Brian Ong Zhong Hwey
NOMINATION COMMITTEE
Chairman
Ir. Hon Hin See
Members
Dato Ong Eng Lock, JP
Ir. Hon Hin See
Member
Soong Chee Keong
Members
Dato Ong Eng Lock, JP
Adeline Ong Ying Hwey
Ir. Hon Hin See
OPTION COMMITTEE
Chairman
Soong Chee Keong
abric.com
COMPANY SECRETARY
LEGAL ADVISERS
PRINCIPAL BANKERS
AmIslamic Bank Berhad
United Overseas Bank (Malaysia) Berhad
REGISTERED OFFICE
Unit 30-01, Level 30, Tower A
Vertical Business Suite, Avenue 3
Bangsar South
No. 8, Jalan Kerinchi
59200 Kuala Lumpur
Tel : +603 2783 9191
Fax : +603 2783 9111
REGISTRAR
WEBSITE
www.abric.com
EMAIL
abhd@abric.com
AUDITORS
PricewaterhouseCoopers (AF1146)
Level 10, 1 Sentral
Jalan Rakyat
Kuala Lumpur Sentral
50706 Kuala Lumpur, Malaysia
Tel : +603 2173 1188
Fax : +603 2173 1288
Abric Berhad (187259-W)
abric.com
abric.com
Ir. Hon Hin See was appointed to the Board on 23 May 2001.
He completed the Council of Engineering Part II Examination
(UK) and is a member of the Institution of Engineers Malaysia
and Association of Consulting Engineers, Malaysia. Ir. Hon is
a Registered Professional Engineer in Malaysia and has more
than 35 years of experience in building industries. He joined
Perunding Hashim and NEH Sdn. Bhd. as a Mechanical Engineer
in 1980. Subsequently, he was appointed as its Associate
Director in 1992 and Board Director in 1994. Ir. Hon does not
have any directorship in other public listed companies.
abric.com
During the financial year under review, the Board consisted of six (6) members, comprising
three (3) Executive Directors, two (2) Independent Non-Executive Directors and one (1)
Non-Independent Non-Executive Director.
This composition fulfils the requirements as set out under the Main Market Listing
Requirements (Listing Requirements) of Bursa Malaysia Securities Berhad (Bursa),
which stipulate that at least two (2) Directors or one-third of the Board, whichever is
higher, must be Independent. The profile of each Director is set out on pages 7 to 8 of
this Annual Report. The Directors, with their diverse backgrounds and specialisations,
collectively bring with them a wide range of experience and expertise in areas such as
engineering, entrepreneurship, finance, taxation, accounting and audit, economics.
The Board recognises the key role it plays in charting the strategic direction of the Company
and has assumed the following principal responsibilities in discharging its fiduciary and
leadership functions:
reviewing and adopting a strategic plan for the Company, 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 a process to provide for the orderly
succession of senior management personnel and members of the Board;
overseeing the development and implementation of a shareholder communications
policy; and
reviewing the adequacy and integrity of the Groups internal control and
management information systems.
abric.com
To ensure that the direction and control of the Group are in the hands of the Board, the
Board has adopted a formal schedule of matters that are reserved for its decision, which
include:
1.2
Audit Committee
Nominating Committee
Remuneration Committee
Risk Management Committee
The Committees are authorised by the Board to deal with and to deliberate on matters
delegated to them within their terms of reference. The Chairman of the respective
Committees will report to the Board on the outcome of the Committee meetings and
the minutes will be included in the Board Papers for Boards notification. The ultimate
responsibility for decision making, however, lies with the Board.
The details of respective Committees terms of reference are available for reference at the
Companys website at www.abric.com.
1.3
The Groups Codes of Ethics are set out in the Groups Employee Handbook. To inculcate
good ethical conduct, the Group has established a Code of Conduct for employees, which
has been communicated to all levels of employees in the Group. The details of the Code of
Ethics and Conduct are available for reference at the Companys website at www.abric.com.
The Board has also formalised a whistle-blowing policy, with the aim to provide an avenue
for raising concerns related to possible breach of business conduct, non-compliance of
laws and regulatory requirements as well as other malpractices. The Board recognises the
importance of adhering to the Code of Ethics and has taken measures to put in place a
process to ensure its compliance. The details of the whistle-blowing policy are available
for reference at the Companys website at www.abric.com.
10
abric.com
1.4
Sustainability of Business
The Board is mindful of the importance of business sustainability and, in conducting the
Groups business, the impact on the environmental, social and governance aspects is taken
into consideration. The Group also embraces sustainability in its operations and supply
chain, through its own actions as well as in partnership with its stakeholders, including
suppliers, customers and other organisations.
1.5
The Directors have individual and independent access to the advice and dedicated support
services of the Company Secretary in ensuring the effective functioning of the Board.
The Directors may seek advice from the Management on issues under their respective
purview. The Directors may also interact directly with the Management, or request
further explanation, information or updates on any aspect of the Companys operations
or business concerns from them.
In addition, the Board may seek independent professional advice at the Companys
expense on specific issues to enable it to discharge its duties in relation to matters being
deliberated. Individual Directors may also obtain independent professional or other
advice in furtherance of their duties, subject to the approval of the Chairman or the Board,
depending on the quantum of the fees involved.
1.6
Company Secretary
The Board is supported by qualified and competent Company Secretary who is responsible
for providing information and advice to the Board and its Committees on issues relating to
compliance with laws, rules, procedures and regulations affecting the Group and Company.
The Company Secretary updates the Board regularly on regulatory changes/revision. She
also ensures that proceedings of Board and Committee Meetings are minuted accurately.
1.7
Board Charter
The Board Charter sets out the role, functions, composition, operation and processes of
the Board, thus ensuring that all Board members acting on behalf of the Company are
aware of their duties and responsibilities as Board members.
The Board Charter has been endorsed by the Board and it subject to review by the Board
from time to time, to ensure that the Company remains at the forefront of best practices
in corporate governance.
The details of the Board Charter are available for reference at the Companys website at
www.abric.com.
11
abric.com
Nomination Committee
The Nomination Committee comprises two (2) Independent Non-Executive Directors. The
members of the Nomination Committee are:
To formulate the nomination, selection and succession policies/criteria for the Chief
Executive Officer, members of the Board and Board Committees.
(b)
(c)
(d)
(e)
To assist the Board in reviewing on an annual basis the required mix of skills and
experience and other qualities including core competencies which each of the
directors should bring to the Company.
(f)
(g)
To determine the core competencies and skills required of Board members to best
serve the business and operations of the Group as a whole.
(h)
12
abric.com
(i)
(j)
(k)
During the financial year, the Nomination Committee met once where all of the Committee
members attended. The Nomination Committee conducted its annual evaluation on the
effectiveness of the Board, the contribution of each director and the independence of
the Independent Directors. The annual appraisal was conducted via questionnaires. The
Boards effectiveness was assessed in the areas of composition, board strategy, board
meetings, corporate and financial reporting, risk management and investors relations.
The review criteria for assessing the Directors individual performance was largely focused
on their meeting attendance, competencies, experience, knowledge and commitment,
contribution to interaction, constructive expression of views and issues, quality of input
and understanding of role as Directors.
2.2
Remuneration Committee
The Remuneration Committee is entrusted with the role of determining and recommending
suitable policies in respect of remuneration packages for Executive Directors and Senior
Management of the Group to ensure that rewards commensurate with their experience
and individual performance.
The Non-Executive Directors are paid monthly fees. The Board as a whole determines the
remuneration of Non-Executive Directors based on experience and level of responsibility
undertaken. Each individual Director abstains from discussion pertaining to his own
remuneration.
13
abric.com
Directors fees are approved at the AGM. The aggregate remuneration of Directors for
the financial year ended 31 December 2015, distinguished between Executive and NonExecutive Directors are set out as below:
Executive Directors
Total
RM
RM
RM
2,931,112
2,931,112
Non-Executive Directors
144,000
144,000
Total
144,000
2,931,112
3,075,112
Fees
Salaries
& Other
Emoluments
The amount is inclusive of salary, bonus, allowances, benefits-in-kind and Employee Provident
Fund (employers contribution).
The remuneration paid to Directors during the year, analysed into bands of RM50,000,
which complies with the disclosure requirements under the Listing Requirements is as
follows:
Number of Directors
Executive
Non-Executive
450,001 - 500,000
1,200,001 - 1,250,000
Total
Note: Successive bands of RM50,000 are not shown entirely as they are not represented.
14
abric.com
The Independent Non-Executive Directors are not employees and they do not participate
in the day-to-day management as well as the daily business of the Group. They bring an
external perspective, help develop proposals on strategy, scrutinise the performance of
Management in meeting approved goals and objectives, and monitor the risk profile of
the Groups business and the reporting of quarterly business performances.
The Board is satisfied with the level of independence demonstrated by all the Independent
Non-Executive Directors and their ability to act in the best interest of the Group.
3.2
One of the recommendation of the Corporate Governance states that the tenure of an
independent director should not exceed a cumulative term of nine years. However, the
Nomination Committee and the Board have determined at the annual assessment carried
out that Ir. Hon Hin See, who has served on the Board for more than nine years, remain
objective and independent in expressing his views and in participating in deliberations and
decision making of the Board and Board Committees. The length of his services on the
Board does not in any way interfere with his exercise of independent judgment and ability
to act in the best interests of the Company.
3.3
Soong Chee Keong has offered himself for re-appointment as Director of the Company
at the 26th Annual General Meeting. The Board is satisfied with the skills, contribution
and independent judgment that Soong Chee Keong brings to the Board. In view thereof,
the Board recommends and supports his re-appointment as Independent Non-Executive
Director of the Company which is tabled for shareholders approval at the forthcoming
26th Annual General Meeting of the Company.
3.3
The position of Chairman and Chief Executive Officer are held by two different individuals.
The Chairman is primarily responsible for the leadership of the Board and ensures
effectiveness of the Board while the Chief Executive Officer manages the business and
implements the Boards decisions. The distinct and separate role of the Chairman and
Chief Executive Officer, with a clear division of responsibilities, ensure a balance of power
and authority, such that no one individual has unfettered powers of decision-making.
15
abric.com
3.4
The size of the Board is appropriate given the complexity of the Companys business, and
the significant time demands placed on the Independent Non-Executive Directors who
also serve as Members of Board Committees. The six (6) members of the Board of whom
three (3) are Executive Director, two (2) are Independent Non-Executive Directors and one
(1) Non-Independent Non-Executive Director are persons of high calibre and integrity, and
they possess the appropriate skills, knowledge, experience and competencies to address
key risks and major issues relating to the Companys policies and strategies. The Directors
more than adequately fulfil the standards of fit and proper for appointment as Directors
as established by the Board.
Notwithstanding that the Board does not comprise majority Independent Directors
where the Chairman is not an Independent Director as recommended in the Code, the
Independent Directors are independent of management and free from any business
relationship, which could materially interfere with their independent judgment. Their role
is to provide independent view, advice and judgment to ensure a balanced and unbiased
decision-making process as well as to safeguard the interest of public shareholders.
This represents a satisfactory alternative to the requirement of the recommended best
practices of having the majority Board members to be Independent Directors where the
Chairman of the Board is non independent, with appropriate representations of minority
interest through the Independent Non-Executive Directors. Nevertheless, the Board may
increase the number of Independent Directors in the coming years to ensure the balance
of power and authority on the Board.
3.5
Diversity Policy
The Board recognises the importance of diversity in its composition in ensuring its
effectiveness and good corporate governance. Although the Board has yet to establish any
diversity policy, two (2) members or 33.3% of the Board are women. The Board provides
equal opportunity to suitable candidates who has the skills, experience, competency and
other qualities regardless of gender.
16
abric.com
During the financial year ended 31 December 2015, five (5) Board Meetings were held.
Details of the attendance of the Directors at Board Meetings held during the year are as
follows:
Name of Director
Attendance
Percentage
5 out of 5
100%
4 out of 5
80%
3 out of 5
60%
5 out of 5
100%
5 out of 5
100%
5 out of 5
100%
To ensure that the Directors have the time to focus and fulfil their roles and responsibilities
effectively, one criterion as agreed by the Board for determining candidates for the pool of
potential Directors is that they must be able to commit sufficient time to the Company.
The Directors are required to submit an update on their other directorships and
shareholdings to the Company Secretary on a regular basis. Such information is used to
monitor the number of directorship held by the Directors and to notify the Companies
Commission of Malaysia accordingly.
All the Directors of the Company do not held more than 5 directorships in public listed
companies.
4.2 Training
17
The Board encourages its Directors to attend talks, seminars, workshops and conferences
to enable them to carry out their roles effectively as directors in discharging their
responsibilities towards corporate governance, operational and regulatory issues.
abric.com
Details of training attended by Directors during the financial year ended 31 December
2015 are shown below:
Training/Conference/Seminar/Workshop
Date
16 March 2015
7 May 2015
22 May 2015
28 July 2015
31 July 2015
9 September 2015
2 November 2015
4 November 2015
The Board is responsible for ensuring that the financial statements give a true and fair
view of the state of affairs of the Group and the Company as at the end of the reporting
period and of their results and cash flows for the period then ended. In assisting the
Board to discharge its duties on financial reporting, the Board has established an Audit
Committee, comprising wholly of Independent Non-Executive Directors. The composition
of the Audit Committee, including its roles and responsibilities, are set out in the Audit
Committee Report on pages 22 to 27 of this Annual Report.
One of the key responsibilities of the Audit Committee in its specific terms of reference is
to ensure that the financial statements of the Group and Company comply with applicable
financial reporting standards in Malaysia and provisions of the Companies Act, 1965, as
the case may be. Such financial statements comprise of the quarterly financial report
announced to Bursa and the annual statutory financial statements.
Abric Berhad (187259-W)
18
abric.com
The Board understands its role in upholding the integrity of financial reporting by the
Company. Accordingly, the Audit Committee, which assists the Board in overseeing the
financial reporting process of the Company, will adopt a policy for the types of nonaudit services permitted to be provided by the external auditors, including the need for
the Audit Committees approval in writing before such services can be provided by the
external auditors.
The Audit Committee had assessed the suitability and the independence of the external
auditors on the following areas:
Further to the assessment conducted, the Audit Committee had obtained 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 terms of all relevant professional and regulatory requirements.
The Audit Committee is satisfied with the competence and independence of the external
auditors and had recommended their re-appointment for the financial year ending 31
December 2016.
The Audit Committee had assessed the caliber, performance, strength of the audit team,
the independence and objectivity of the external auditors.
The Audit Committee also assessed the adequacy of the audit scope and planning and the
fees charged.
The Company has in place a Risk Management Framework which is expected to provide a
systematic approach to identify, assess, monitor as well as manage risk across the Group.
19
abric.com
The Company continues to maintain and review its internal control procedures to ensure,
as far as possible, the protection of its assets and its shareholders investments.
The details of the key features of the Risk Management Framework are set out in the
Statement on Risk Management and Internal Control of the Group as set out on pages 28
to 30 of this Annual Report.
6.2
The internal audit function is independent of the operations of the Group and provides
reasonable assurance that the Groups system of internal control is satisfactory and
operating effectively. The internal auditors adopt a risk-based approach towards the
planning and conduct of audits, which are consistent with the Groups framework in
designing, implementing and monitoring its internal control system. An Internal Audit
Plan, setting out the internal audit work expected to be carried out for a year, is tabled to
the Audit Committee at the beginning of the year.
The internal audit function was performed by an external consultant during the year
to identify and assess the principal risks and to review the adequacy and effectiveness
of the internal controls of the Group. Areas for improvement were highlighted and
the implementation of recommendations was monitored. None of the internal control
weaknesses have resulted in any material losses, contingencies or uncertainties that
would require disclosure in the Annual Report.
20
abric.com
At the announcement of the AGM, the Chairman shall inform the shareholders the
substantive resolutions put forth for shareholders approval and encourage the voting
of all substantive resolutions by polling pursuant to the Code. To assist the shareholders
in exercising their rights, the Chairman shall read out the provisions of the Articles of
Association on the shareholders rights to demand a poll vote.
The Notice of AGM is circulated at least twenty-one (21) days before the date of the
meeting to enable shareholders to go through the Annual Report and papers supporting
the resolutions proposed. All the resolutions set out in the Notice of the last AGM were
put to vote by show of hands and duly passed. The outcome of the AGM was announced
to Bursa on the same meeting day.
8.2
To maintain a high level of transparency and to effectively address any issues or concerns,
the Group has a dedicated electronic mail, i.e. abhd@abric.com to which stakeholders can
direct their queries or concerns.
The Board had appointed Ir. Hon Hin See as the Senior Independent Director to whom
shareholders concerns may be conveyed.
This statement on Corporate Governance is made at the Board of Directors Meeting held on 9
March 2016.
21
abric.com
Designation
In line with the Corporate Governance Code, all three (3) members of the Audit Committee
are Non-Executive Directors. Two (2) members are Independent Directors and one (1)
member is Non Independent Director. Soong Chee Keong is a member of the ACCA and
the MIA. In this respect, ABRIC Berhad is in compliance with Paragraph 15.09(1)(c) of the
MMLR.
2.
TERMS OF REFERENCE
2.1
The Audit Committee shall be appointed amongst the Board of Directors and shall:
(a)
(b)
(c)
In the event of any vacancy on the Audit Committee resulting in the non-compliance
of the above, the Board shall within three (3) months appoint new members as
required to make up the minimal numbers.
2.2
22
abric.com
(b)
To review:
23
With the External Auditors, the audit plan, their evaluation of the
system of internal controls and their audit report;
The assistance given by the employees to the External Auditors;
Any letter of resignation from the External Auditors of the Company;
Whether there is reason (supported by grounds) to believe that the
Companys External Auditor is not suitable for re-appointment;
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 work;
The internal audit programme, processes, the results of the internal
audit, programme, processes or investigation undertaken and whether
or not appropriate action is taken on the recommendations of the
internal audit function; and
Any related party transaction and conflict of interest situation that
may arise within the Company or Group including any transaction,
procedure or course of conduct that raises questions of management
integrity.
(c)
(d)
Such other matters as the Committee may from time to time determine.
2.3
Meetings
The Committee shall meet on at least four (4) times each year. The Chairman shall
convene a meeting of the Committee if requested to do so by any member, the
Management or the Internal or External Auditors to consider any matter within the
scope and responsibilities of the Committee.
abric.com
The Company Secretary shall act as the Secretary of the Committee and shall be
responsible for sending out notices of meetings and preparing and keeping the
minutes of meetings.
Participants may be invited from time to time to attend the meetings depending
on the nature of the subject under review. These participants may include the
Directors, General Managers, Division Heads, representatives from the Finance,
Internal and External Auditors, and officers of subsidiary companies.
The Committee should meet with the External and/or Internal Auditors without
Executive Board members present at least twice a year.
3.
ATTENDANCE AT MEETING
The Audit Committee held a total of five (5) meetings during the financial year ended 31
December 2015 and the details of attendance of the Committee members are as follows:
Name of Director
Attendance
Percentage
5 out of 5
100%
5 out of 5
100%
5 out of 5
100%
The External Auditor attended two (2) Audit Committee meetings in financial year ended
31 December 2015 to present the auditors review reports on the unaudited quarterly
report for fourth quarter 2014, Auditors Report on the annual audited financial statements
for the financial year ended 31 December 2014 and Audit Planning Memorandum for the
financial year ended 31 December 2015.
24
abric.com
Deliberations during the Audit Committee meetings, including the issues discussed and the
rationale for decisions, were recorded. Minutes of Audit Committee meetings were tabled
for confirmation at the next Audit Committee meeting and subsequently distributed to
the Board for notation.
The Audit Committee Chairman briefed the Board of Directors on matters discussed at
every Audit Committee meeting. The Chairman is also responsible to update the Board
about Committee activities and make appropriate recommendations when necessary.
This is to ensure that the Board is aware of matters that may significantly impact the
financial condition or affairs of the business.
4.
SUMMARY OF ACTIVITIES
The Committee carried out the following activities during the financial year ended 31
December 2015 in discharging its duties and responsibilities as stipulated in its Terms of
Reference:
4.1
Financial Results
4.2
External Audit
25
abric.com
4.3
Reviewed with the External Auditor the results and issues arising from their
audit of the year end financial statements and their resolution of such issues
highlighted in their report to the Committee.
Noted the Review Report of the External Auditors to the Board on the
Statement on Risk Management and Internal Control.
Reviewed their performance and independence before recommending to the
Board their re-appointment and remuneration.
Internal Audit
4.4 Others
Reviewed the draft Annual Report for the year ended 31 December 2014,
including Audit Committee Report and Statement on Internal Control and
recommended to the Board for consideration and approval.
5.
The Group has outsourced its Internal Audit function to a professional services firm whose
primary responsibility is to independently assure the Board, through the Audit Committee,
that the systems of internal control are functioning effectively and reliably.
The outsourced Internal Audit function focuses on the key areas of operations, adopting a
risk-based approach in the planning and conduct of its audits.
The Internal Audit reports, incorporating the audit recommendations and management
responses with regards to audit findings relating to the weaknesses in the systems and
controls of the respective operations audited, were issued to the Audit Committee and
the Management of the respective operations.
The Internal Auditors also followed up with the Management on the implementation of
the agreed audit recommendations. The extent of compliance is reported to the Audit
Committee on a regular basis. The Audit Committee in turn reviews the effectiveness of
the system on internal controls in operation and reports the results thereon to the Board.
26
abric.com
The Board, in striving for continuous improvement, will put in place appropriate action
plans, where necessary, to further enhance the Groups systems of internal control.
Business function under review for the year ended 31 December 2015 is as tabulated
below:
Operating Unit
Auditable Functions
ABRIC Berhad
The cost incurred in maintaining the outsourced Internal Audit function for the financial
year ended 31 December 2015 amounted to RM15,000.
6.
The Audit Committee reported that they have verified that no options were allocated
during the financial year ended 31 December 2015.
The Executives Share Option Scheme (ESOS) for eligible employees and Directors
(including Non-Executive Directors) of the Group, which was effective on 4 March 2011,
had expired on 3 March 2016.
This Audit Committee Report is approved by the Board of Directors in accordance with the
resolution of the Board of Directors dated 9 March 2016.
27
abric.com
(ii)
Clear Group business objectives are communicated to employees at all levels. The intranet
is used as an effective means of communication and sharing of knowledge;
28
abric.com
(iii)
Quarterly review of the performance of the Groups business by the Board, which also
covers the assessment of the impact of changes in business and competitive environment;
(iv)
Active participation and involvement by the Chief Executive Officer in the day-to-day
running of the major businesses and regular discussions with the Senior Management of
smaller business units on operational issues;
(v)
(vi)
Training and development programmes are established to ensure that staffs are kept up to
date with the necessary skills and competencies to carry out their responsibilities;
(vii) The Employee Handbook which governs the ethical standards and conduct at work has
been established for all employees.
The above processes serve to ensure that there is a platform for the timely identification,
evaluation and management of significant risks affecting the businesses.
The internal controls of the Group are further supported by formalised limits of authority for
different management levels. Matters beyond the formalised limits of authority for Management
are referred upward to the Board for approval. Support functions like Finance and Operation
Control, Internal Audit, Secretarial, Finance and Administration also play a vital role in the overall
control and risk management processes of the Group.
Recognising the importance of having risk management processes and practices, the Board
is taking measures to formalise a structured framework to enable Management to identify,
evaluate, control, monitor and report to the Board the principal business risks faced by the
Group on an ongoing basis, including remedial measures to be taken to address the risks.
INTERNAL AUDIT FUNCTION
The independent internal audit function is outsourced to a professional service firm which
carries out the internal audit reviews based on the approved internal audit plan. The results of
the audits and presented to the Audit Committee at their quarterly meetings.
Follow up reviews were also carried out to assess the status of implementation of management
action plans. The results of these follow up reviews were also highlighted to the Audit Committee
at their quarterly meetings.
The internal audit function adopts an approach that focuses on major business units and
functions in the Group for the purpose of identifying areas to be audited by internal audit on a
prioritised basis, vis--vis the business risks inherent in the business units concerned.
29
abric.com
CONCLUSION
The Board has received assurance from the Chief Executive Officer and the Chief Financial
Officer that the risk management and the internal control system of the Group is operating
adequately and effectively in all material aspects.
As required by Paragraph 15.23 of the MMLR, the external auditors have reviewed this
Statement. Their review was performed in accordance with Recommended Practice
Guide (RPG) 5 issued by the Malaysian Institute of Accountants. RPG 5 does not require
the external auditors to form an opinion on the adequacy and effectiveness of the risk
management and internal control systems of the Group.
The Board is of the view that the system of internal controls in place for the year under review
and up to the date of issuance of this Annual Report is sound and sufficient to safeguard the
shareholders investment, the interest of stakeholders and the Groups assets.
This Statement on Risk Management and Internal Control is made in accordance with the
resolution of the Board of Directors dated 9 March 2016
30
abric.com
2.
Designation
Executive Director
TERMS OF REFERENCE
2.1
31
2.2
Meetings
Meeting of the committee shall be held at least one (1) time a year and the Chairman
may call a meeting of the committee if any committee member makes a request.
Two (2) members present shall constitute a quorum and the Chairman may
nominate any of the two (2) members to chair the meeting in his absence.
All employees of the Group are directed to give full assistance to the Committee and
the Committee is granted the authority to obtain external assistance as and when
required.
abric.com
3.
The RMC recognises that businesses face risks when operating in their dynamic
environments. As such, control systems need to be established to measure and manage
the likelihood of the risks to acceptable levels as well as minimise the consequences that
may arise as a result of exposure to these risks. In designing the control systems, the cost
of control should also be managed corresponding to the significance of the risk factors.
The RMC delineated risks in four (4) main categories, together with the proposed measures
to address the risks. Action items to mitigate these risks together with the personnel
responsible to execute the follow-up measures were also recommended by the RMC. The
risk categories are as follows:
Management
Risks
Financial
Risks
Product and
Services Risks
Political and
Economic Stability
Competitor risk
Product & technology risk
Process risk
Economic risk
Political risk
Regulatory risk
32
abric.com
4.
5. MEETINGS
33
The RMC held one (1) meeting during the financial year ended 31 December 2015 and all
members attended the meeting.
abric.com
AGE
DIVERSITY
ETHNIC
DIVERSITY
9% - Malay
82% - Chinese
9% - Indian
GENDER
DIVERSITY
36% - Male
64% - Female
34
abric.com
Directors Report
The Directors of ABRIC BERHAD have pleasure in submitting their report pursuant to Section
169(15) of the Companies Act, 1965 thereafter and the audited financial statements of the
Group and of the Company for the year ended 31 December 2015.
PRINCIPAL ACTIVITIES
The principal activities of the Company are investment holding and provision of administrative
services.
The principal activities of the subsidiary companies are disclosed in Note 16 to the financial
statements.
There have been no significant changes in the nature of the activities of the Company and of its
subsidiary companies except for the completion of the disposal of the remaining subsidiaries in
China as disclosed in Note 12 to the financial statements.
RESULTS OF OPERATIONS
The results of operations of the Group and of the Company for the financial year are as follows:
The Group
The Company
RM
RM
(6,642,999)
2,345,241
Continuing operations:
(Loss)/ Profit before tax from continuing operations
Taxation
(Loss)/ Profit for the year from continuing operations
741,639
39,707
(5,901,360)
2,384,948
Discontinued operations:
Profit for the financial year from discontinued operations
35
3,876,957
(2,024,403)
2,384,948
abric.com
The Group
RM
Attributable to:
Owners of the Company:
Continued operations
Discontinued operations
(5,901,360)
3,876,957
(2,024,403)
DIVIDENDS
Since the end of the previous year, a single tier tax exempt special dividend of 30 sen per ordinary
share of RM0.30 each amounting to RM42,146,032 in respect of the financial year ended 31
December 2014 was paid by the Company on 6 February 2015.
The Directors do not recommend the payment of a final dividend in respect of the year ended
31 December 2015.
RESERVES AND PROVISIONS
There were no material transfers to or from reserves or provisions during the year other than
those disclosed in the financial statements.
ISSUE OF SHARES AND DEBENTURES
During the year, the issued and paid-up ordinary share capital of the Company was increased by
RM11,291,047 by way of allotment and issuance of 37,636,824 new ordinary shares of RM0.30
each from the exercise of ABRIC Warrants 2011/2016. The proceeds arising from the exercise of
these warrants amounted to RM11,291,047.
There were no other changes in the authorised, issued and paid-up capital of the Company
during the year except as disclosed above.
There were no debentures issued during the year.
36
abric.com
SHARE OPTIONS
No options have been granted under the Executives Share Option Scheme (ESOS) at the end
of the year.
WARRANTS 2011/2016
The Warrants 2011/2016 are constituted by a Deed Poll dated 23 February 2011. The Warrants
2011/2016 are listed on the Main Market of Bursa Malaysia Securities Berhad with effect from
13 April 2011.
Each warrant entitles its holder the right to subscribe for 1 new ordinary shares of RM0.30 each
in the Company at any time from 8 April 2011 up to the expiry date on 7 April 2016, at an
exercise price of RM0.30 payable in cash. Any Warrant not exercised by the expiry of the exercise
period will lapse and cease to be valid for all purposes.
The ordinary shares issued from the exercise of Warrants 2011/2016 shall rank pari passu in all
respects with the existing issued ordinary shares of the Company except that they shall not be
entitled to any dividends, rights, allotments and/or other distributions, the entitlement date of
which is prior to the date of allotment of the new shares arising from the exercise of Warrants
2011/2016.
There were 37,636,824 Warrants being exercised during the year.
At the end of the year, 8,061,976 Warrants of the Company remain outstanding.
DIRECTORS
The following Directors served on the Board of the Company since the date of the last report:
Dato Ong Eng Lock
Soong Chee Keong
Ir. Hon Hin See
Ong Ying Hwey, Adeline
Ong Zhong Hwey, Brian
Ong Xing Hwey, Caroline
In accordance with Article 99 of the Companys Articles of Association, Dato Ong Eng Lock and
Mr Soong Chee Keong retire by rotation and, being eligible, offer themselves for re-election.
37
abric.com
DIRECTORS INTERESTS
The shareholdings in the Company of those who were Directors at the end of the year as
recorded in the Register of Directors Shareholdings kept by the Company under Section 134 of
the Companies Act, 1965, are as follows:
No. of ordinary shares of RM0.30 each
As of
1.1.2015
Acquired
Disposed
As of
31.12.2015
3,000,000
1,679,300
4,679,300
2,500,000
1,399,400
3,899,400
1,000,000
559,700
1,559,700
1,000,000
559,700
1,559,700
31,226,700
6,118,074
37,344,774*@
Deemed interest
Dato Ong Eng Lock
No. of warrants
As of
1.1.2015
Acquired
Disposed
As of
31.12.2015
1,679,300
(1,679,300)
1,399,400
(1,399,400)
559,700
(559,700)
559,700
(559,700)
9,718,074*#
(9,718,074)
Registered in name of
Directors
Deemed interest
Dato Ong Eng Lock
38
abric.com
Held through Abric Capital Sdn. Bhd., a company in which Dato Ong Eng Lock is a substantial
shareholder.
Includes 4,679,300 ordinary shares of RM0.30 each in the Company treated as interest of the Director
by virtue of direct shareholdings of his spouse, Datin Tai Mee Yong who is not herself a Director in the
Company pursuant to Section 134(12)(c) of the Companies (Amendment) Act, 2007.
Includes 1,679,300 warrants in the Company treated as interest of the Director by virtue of direct
shareholdings of his spouse, Datin Tai Mee Yong who is not herself a Director in the Company pursuant
to Section 134(12)(c) of the Companies (Amendment) Act, 2007.
By virtue of the above Directors interest in the shares of the Company, the abovementioned
Directors are also deemed to have an interest in the shares of the subsidiary companies to the
extent that the Company has an interest.
Other than as disclosed above, the other Directors do not have any other interest in the shares
of the Company and of its related companies during and at the end of the year.
Since the end of the previous year, none of the Directors of the Company has received or become
entitled to receive any benefit (other than the benefit included in the aggregate amount of
emoluments received or due and receivable by directors as disclosed in Note 8 to the financial
statements or the fixed salary of full-time employees 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.
During and at the end of the year, no arrangement subsisted to which the Company was a party
whereby Directors of the Company might acquire benefits by means of the acquisition of shares
in, or debentures of, the Company or any other body corporate.
OTHER STATUTORY INFORMATION
Before the statements of profit or loss, statements of comprehensive income and statements
of financial position of the Group and of the Company were made out, the Directors took
reasonable steps:
(a)
to ascertain that proper action had been taken in relation to the writing off of bad debts
and the making of allowance for doubtful debts and satisfied themselves that no known
bad debts need to be written off and that adequate allowance 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 estimated realisable values.
39
abric.com
At the date of this report, the Directors are not aware of any circumstances other than the
matters described in Note 2 to the financial statements:
(a)
which would require the writing off of bad debts or render the amount of the allowance for
doubtful debts in the financial statements of the Group and of the Company inadequate to
any substantial extent; or
(b)
which would render the values attributed to current assets in the financial statements of
the Group and of the Company misleading; or
(c)
which have arisen and render adherence to the existing method of valuation of assets or
liabilities of the Group and of the Company misleading or inappropriate; or
(d)
not otherwise dealt with in this report or financial statements which would render any
amount stated in the financial statements of the Group and of the Company misleading.
any charge on the assets of the Group and of the Company which has arisen since the end
of the year which secures the liability of any other person; or
(b)
any contingent liability of the Group and of the Company which has arisen since the end
of the year.
No contingent or other liability has become enforceable or is likely to become enforceable within
the period of twelve months after the end of the year which, in the opinion of the Directors, will
or may substantially affect the ability of the Group and of the Company to meet their obligations
as and when they fall due.
In the opinion of the Directors:
(a)
the results of the operations of the Group and of the Company for the financial year have
not been substantially affected by any item, transaction or event of a material and unusual
nature; and
(b)
no item, transaction or event of a material and unusual nature other than the matters
discussed in Note 31 to the financial statements has arisen in the interval between the
end of the year and the date of this report, which is likely to affect substantially the results
of operations of the Group and of the Company for the year in which this report is made.
40
abric.com
AUDITORS
The auditors, PricewaterhouseCoopers, have expressed their willingness to continue in office.
Signed on behalf of the Board in accordance with a resolution of the Directors dated
9 March 2016.
41
abric.com
Note
The Group
The Company
2015
2014
2015
2014
RM
RM
RM
RM
Continuing operations:
Revenue
1,288,350
1,132,151
Interest income
3,199,638
158,827
3,199,638
158,827
(4,100,000)
376,902
Gain on disposal of
subsidiary companies
83,071,351
26,085
3,144,957
1,506,387
(887,005)
Impairment of investment in
subsidiary companies
Staff costs
10
(940,126)
(404,528)
(93,419)
(78,746)
Directors remuneration
(3,480,746)
(2,050,840)
(2,709,472)
(1,775,490)
(202,492)
(310,606)
(45,988)
(15,930)
Rental of premises
(109,080)
(14,738)
(109,080)
(2,143)
(940,178)
2,101
(940,178)
(13,350)
(13,350)
(417,934)
(416,838)
(71,023)
(156,385)
(298,110)
(77,643)
14
Written off
Net loss on disposal
Other operating expenses
(55,278)
(130,582)
(55,278)
(1,287,920)
(143,337)
(898,638)
(400,179)
Finance costs
(263,243)
(628,101)
(18,557)
(142,561)
10
(6,642,999)
(3,462,861)
2,345,241
80,326,741
Taxation
11
741,639
(776,076)
39,707
(294,687)
(5,901,360)
(4,238,937)
2,384,948
80,032,054
42
abric.com
Note
The Group
The Company
2015
2014
2015
2014
RM
RM
RM
RM
3,876,957
73,009,699
(2,024,403) 68,770,762
2,384,948
80,032,054
Discontinued operations:
Profit for the year from
discontinued operations
12
(5,901,360)
(4,238,937)
3,876,957
73,489,301
(2,024,403) 69,250,364
Non-controlling interests:
Discontinued operations
(479,602)
(2,024,403) 68,770,762
(Loss)/Earning per ordinary
share attributable to
owners of the Company
(sen)
Basic
Continuing operations
13
Discontinued operations
13
Total
(4.24)
(4.28)
2.79
74.06
(1.45)
69.78
Diluted
Continuing operations
13
(4.24)
(4.28)
Discontinued operations
13
2.79
74.06
(1.45)
69.78
Total
abric.com
Note
The Group
The Company
2015
2014
2015
2014
RM
RM
RM
RM
(2,024,403) 68,770,762
2,384,948
80,032,054
Other comprehensive
income/(loss)
Item that will not be
reclassified subsequently
to profit or loss
Adjustment to deferred tax
due to change in tax rate
Reclassification of property,
plant and equipment to
investment properties, net
of deferred tax liabilities
1,096,997
4,386,789
1,096,997
4,386,789
(258,295)
(2,640,818)
Exchange differences
on translating foreign
operations
32,681
1,084,447
(225,614)
(1,556,371)
(1,153,020) 71,601,180
2,384,948
80,032,054
44
abric.com
The Group
Note
2015
2014
RM
RM
(5,029,977)
140,744
3,876,957
71,674,480
(1,153,020) 71,815,224
Non-controlling interests
Discontinued operations
(214,044)
(1,153,020) 71,601,180
abric.com
Note
The Group
The Company
2015
2014
2015
2014
RM
RM
RM
RM
ASSETS
Non-Current Assets
Property, plant and
equipment
14
5,420,597
1,100,341
740,330
121,303
Investment properties
15
11,700,000
15,800,000
Investment in subsidiary
companies
16
1,967,001
1,967,001
17,120,597
16,900,341
2,707,331
2,088,304
9,385,712
10,779,184
23,602,291
14,323,093
369,078
84,887
212,060
Current Assets
Receivables
18
Tax recoverable
Cash and bank balances
Assets classified as held
for sale
Total Assets
19
12
69,878,056 116,301,048
69,063,864 115,216,300
79,632,846 127,165,119
92,878,215 129,539,393
879,023
96,753,443 144,944,483
1,000,000
95,585,546 132,627,697
46
abric.com
Note
The Group
The Company
2015
2014
2015
2014
RM
RM
RM
RM
20
42,155,032
30,863,985
42,155,032
30,863,985
Reserves
21
45,847,761
47,000,781
47,093,588
44,708,640
88,002,793
77,864,766
89,248,620
75,572,625
91,698
198,839
22
Commodity Murabahah
Term Financing-i
(CMTF-i)
23
2,584,000
Long-term borrowings
24
1,180,809
1,226,724
17
111,367
1,907,982
1,383,874
5,917,545
7,191,268
56,498,839
6,336,926
55,538,424
Current Liabilities
Payables
25
Borrowings
26
12
175,508
4,265,134
1,516,648
7,366,776
60,763,973
6,336,926
57,055,072
398,199
7,366,776
61,162,172
6,336,926
57,055,072
8,750,650
67,079,717
6,336,926
57,055,072
96,753,443 144,944,483
95,585,546 132,627,697
Exchange differences on
translating foreign
operations
11,291,047
42,155,032
As of 31 December 2015
30,863,985
5,442,306
631,522
4,810,784
RM
RM
Other comprehensive
income/(loss):
As of 1 January 2015
The Group
Share
premium
Share
capital
(5,466,924)
(225,614)
32,681
(258,295)
(5,241,310)
RM
Translation
adjustment
account
135,275
(631,522)
766,797
RM
Warrant
reserve
5,773,446
1,096,997
1,096,997
4,676,449
RM
Revaluation
reserve
39,963,658
(2,024,403)
(2,024,403)
41,988,061
RM
Retained
earnings
88,002,793
11,291,047
(1,153,020)
32,681
(258,295)
1,096,997
(2,024,403)
77,864,766
RM
Total
abric.com
48
49
Exchange differences
on translating foreign
operations
RM
RM
792,124
64,230
766,797
- (64,230)
- (1,643,063) (2,010,982)
831,027
RM
(178,866)
178,866
RM
Other
reserve
4,676,449
(2,962,813)
71,261,346
2,010,982
69,250,364
15,835,560
RM
41,988,061
59,318,485
RM
Total
1,084,447
4,386,789
(2,640,818)
1,148,235
(214,044) 71,601,180
292,323
(26,765)
(479,602) 68,770,762
9,308,333
RM
77,864,766
(42,146,032)
77,864,766
- (42,146,032)
1,148,235
71,815,224
792,124
4,386,789
(2,614,053)
69,250,364
50,010,152
RM
Attributable
NonRetained to owners of controlling
earnings the Company
interests
- (42,146,032)
4,386,789 (178,866)
4,386,789
289,660
RM
- (2,435,187) (2,010,982)
As of 31 December 2014
Acquisition of additional
shares from noncontrolling interests
1,148,235
RM
Translation
Share adjustment
premium
account
RM
Other comprehensive
income/(loss):
As of 1 January 2014
The Group
Share
capital
abric.com
abric.com
Share
capital
Share
premium
Warrant
reserve
Distributable
Retained
earnings
Total
RM
RM
RM
RM
RM
30,863,985
4,810,784
766,797
39,131,059
75,572,625
2,384,948
2,384,948
The Company
As of 1 January 2015
Total comprehensive income for
the year, net of tax:
Profit for the year
Transactions with owners of the
Company:
Issuance of shares pursuant to
exercise of warrants
11,291,047
631,522
11,291,047
As of 31 December 2015
42,155,032
5,442,306
135,275
41,516,007
89,248,620
As of 1 January 2014
29,715,750
4,746,554
831,027
1,245,037
36,538,368
80,032,054
80,032,054
1,148,235
64,230
1,148,235
(631,522)
(64,230)
30,863,985
4,810,784
766,797
(42,146,032) (42,146,032)
39,131,059
75,572,625
50
abric.com
The Group
The Company
2015
2014
2015
2014
RM
RM
RM
RM
(5,901,360)
(4,238,937)
2,384,948
80,032,054
3,876,957
73,009,699
- Depreciation
417,934
6,364,993
71,023
156,385
- Written off
298,110
3,383,979
55,278
130,582
55,278
OPERATING ACTIVITIES
(Loss)/Profit for the year from:
- Continuing operations
- Discontinued operations
Adjustments for:
Property, plant and equipment:
4,100,000
(376,902)
263,243
1,718,075
18,557
142,561
(3,144,957)
(3,144,957)
834,094
534,836
1,603,986
(1,506,387)
(741,639)
1,436,606
(39,707)
294,687
(3,199,638)
(191,254)
(3,199,638)
(158,827)
887,005
(739,419) (75,404,104)
(4,715,491)
51
8,805,653
- (83,071,351)
(3,854,496)
(3,223,873)
abric.com
The Group
The Company
2015
2014
2015
2014
RM
RM
RM
RM
(278,213)
Receivables
1,393,472
(8,399,502)
810,979
(12,562)
(3,568,259) 13,512,740
(3,870,802)
2,096,550
(6,890,278) 13,640,678
(6,914,319)
(1,139,885)
Payables
Cash (used in)/generated from
operations
Tax paid
Tax refunded
Net cash (used in)/from operating
activities
(281,877)
(165,723)
(212,060)
88,638
(7,172,155) 13,563,593
(7,126,379)
(1,139,885)
INVESTING ACTIVITIES
Proceeds from disposal of property,
plant and equipment
Interest received
Purchase of property, plant and
equipment (Note (a))
(Advances to)/Repayment of
advances from subsidiary
companies
Net cash inflow arising from disposal
of discontinued operations
(Note 12(v))
Purchase of intangible assets
Net cash (used in)/from investing
activities
1,118,607
3,199,638
191,254
3,199,638
158,827
(5,091,580)
(3,986,781)
(745,330)
- (10,090,177)
3,067,059
586,012 114,110,023
-
(133,278)
(1,305,928) 111,299,825
1,000,000 122,164,996
-
(6,635,867) 125,390,882
52
abric.com
The Group
The Company
2015
2014
2015
2014
RM
RM
RM
RM
3,617,040
Repayment of borrowings
(4,135,541)
(1,569,307)
(1,500,000)
(1,090,298)
- (12,057,102)
Note
FINANCING ACTIVITIES
Acquisition of additional
shares from noncontrolling interests
(Note (b))
Repayment of CMTF-i
(2,584,000)
Repayment to subsidiary
companies
(2,571,000)
(8,998,102)
(263,243)
(1,718,075)
(18,557)
(142,561)
Payment of hire-purchase
payables
(107,141)
(1,137,395)
(16,648)
11,291,047
1,148,235
11,291,047
1,148,235
Dividends paid
(42,146,032)
(42,146,032)
(64,732,675)
(64,732,675)
(102,677,585) (14,287,604)
(97,122,865)
(9,082,726)
NET (DECREASE)/INCREASE
IN CASH AND CASH
EQUIVALENTS
28
115,861,048
5,646,030
115,216,300
48,029
29,627
4,705,381 116,251,471
4,331,189 115,216,300
abric.com
Note (a): Purchases of property, plant and equipment by the Group and the Company during
the financial year were through the following:
The Group
Payment by cash
The Company
2015
2014
2015
2014
RM
RM
RM
RM
5,091,580
3,986,781
745,330
Financed by hire-purchase
409,928
275,532
5,091,580
4,396,709
745,330
275,532
The Group had, in the financial year ended 31 December 2014, acquired the remaining
40% equity interest in Abric Eastern International Ltd, not already owned by Abric
Worldwide Sdn Bhd, a subsidiary of the Company, for a cash consideration amounting
to THB113.0 million (equivalent to RM12,057,102). The effects of the acquisition are
as set out below:
2014
RM
Purchase consideration of the 40% equity interest
12,057,102
(9,094,289)
2,962,813
54
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
GENERAL INFORMATION
The Company is a public limited liability company, incorporated and domiciled in Malaysia, and listed
on the Main Market of Bursa Malaysia Securities Berhad.
The principal activities of the Company are investment holding and provision of administrative
services.
The principal activities of the subsidiary companies are disclosed in Note 16.
There have been no significant changes in the nature of the activities of the Company and of its
subsidiary companies except for the completion of the disposal of the remaining subsidiaries in
China as disclosed in Note12 to the financial statements.
The Companys registered office is located at Unit 30-01, Level 30, Tower A, Vertical Business
Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia.
The Companys principal place of business is located at D5-5-5, Solaris Dutamas, No. 1, Jalan
Dutamas 1, 50480 Kuala Lumpur, Malaysia.
The financial statements of the Group and of the Company have been authorised by the Board of
Directors for issuance on 9 March 2016.
20
55
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
Annual Improvements to MFRSs 2010-2012 Cycle (Amendments to MFRS 2 Sharebased Payment, MFRS 3 Business Combinations, MFRS 8 Operating Segments,
MFRS 13 Fair Value Measurement, MFRS 116 Property, Plant and Equipment,
MFRS 124 Related Party Disclosures and MFRS 138 Intangible Assets)
Annual Improvements to MFRSs 2011-2013 Cycle (Amendments to MFRS 1 Firsttime Adoption of Financial Reporting Standards, MFRS 3 Business Combinations,
MFRS 13 Fair Value Measurement and MFRS 140 Investment Property)
The adoption of these new and revised MFRSs did not result in significant changes in the
accounting policies of the Group and of the Company and has no significant effect on the
financial performance or position of the Group and of the Company.
21
Abric Berhad (187259-W)
56
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
(ii)
(iii)
MFRS 15 Revenue
MFRS 9 Financial instruments
MFRS 16 Leases
The initial application of the above mentioned MFRSs, amendments and IC interpretations
are not expected to have a significant impact to the financial statements of the Group and
the Company except for MFRS 9 Financial Instruments (effective from 1 January 2018)
which will replace MFRS 139 Financial Instruments: Recognition and Measurement. The
complete version of MFRS 9 was issued in November 2015. MFRS 9 retains but simplifies
the mixed measurement model in MFRS 139 and establishes three primary measurement
categories for financial assets: amortised cost, fair value through profit or loss and fair value
through other comprehensive income ("OCI"). The basis of classification depends on the
entity's business model and the contractual cash flow characteristics of the financial asset.
Investments in equity instruments are always measured at fair value through profit or loss
with a irrevocable option at inception to present changes in fair value in OCI (provided the
instrument is not held for trading). A debt instrument is measured at amortised cost only if
the entity is holding it to collect contractual cash flows and the cash flows represent principal
and interest.
For liabilities, the standard retains most of the MFRS 139 requirements. These include
amortised cost accounting for most financial liabilities, with bifurcation of embedded
derivatives. The main change is that, in cases where the fair value option is taken for
financial liabilities, the part of a fair value change due to an entitys own credit risk is
recorded in other comprehensive income rather than the income statement, unless this
creates an accounting mismatch.
22
57
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control.
The Group controls an entity when the Group is exposed to, or has rights to, variable returns
from its involvement with the entity and has the ability to affect those returns through its
power over the entity. Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are deconsolidated from the date that control ceases.
The Group applies the acquisition method to account for business combinations. The
consideration transferred for the acquisition of a subsidiary is the fair values of the assets
transferred, the liabilities incurred to the former owners of the acquiree and the equity
interests issued by the Group. The consideration transferred includes the fair value of any
asset or liability resulting from a contingent consideration arrangement. Identifiable assets
acquired and liabilities and contingent liabilities assumed in a business combination are
measured initially at their fair values at the acquisition date. The Group recognises any noncontrolling interest in the acquiree on an acquisition- by-acquisition basis, either at fair value
or at the non-controlling interests proportionate share of the recognised amounts of
acquirees identifiable net assets.
The excess of the consideration transferred, the amount of any non-controlling interest in
the acquiree and the acquisition-date fair value of any previous equity interest in the
acquiree over the fair value of the identifiable net assets acquired is recognised as goodwill.
If the total of consideration transferred, non-controlling interest recognised and previously
held interest measured is less than the fair value of the net assets of the subsidiary acquired
in the case of a bargain purchase, the difference is recognised directly in the income
statement.
Acquisition-related costs are expensed as incurred.
If the business combination is achieved in stages, the acquisition date fair value of the
acquirers previously held equity interest in the acquiree is remeasured to fair value at the
acquisition date, any gains or losses arising from such re-measurement are recognised in
profit or loss.
23
Abric Berhad (187259-W)
58
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
Subsidiaries (continued)
Any contingent consideration to be transferred by the Group is recognised at fair value at
the acquisition date. Subsequent changes to the fair value of the contingent consideration
that is deemed to be an asset or liability is recognised in accordance with MFRS 139 either
in profit or loss or as a change to other comprehensive income. Contingent consideration
that is classified as equity is not remeasured, and its subsequent settlement is accounted for
within equity.
(b)
Disposal of subsidiaries
When the Group ceases to have control, any retained interest in the entity is re-measured to
its fair value at the date when control is lost, with the change in carrying amount recognised
in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently
accounting for the retained interest as an associate, joint venture or financial asset. In
addition, any amounts previously recognised in other comprehensive income in respect of
that entity are accounted for as if the Group had directly disposed of the related assets or
liabilities. This may mean that amounts previously recognised in other comprehensive
income are reclassified to profit or loss.
(c)
(d)
24
59
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
4%
Over the remaining
lease term of 60 years
5% - 20%
10% - 20%
10% - 20%
20% - 25%
20% - 50%
Residual values and useful lives of assets are reviewed, and adjusted if appropriate, at the
end of the reporting period.
At the end of the reporting period, the Group assesses whether there is any indication of
impairment. If such indications exist, an analysis is performed to assess whether the
carrying amount of the asset is fully recoverable. A write down is made if the carrying
amount exceeds the recoverable amount. See accounting policy Note 3(g) on impairment of
non-financial assets.
(e)
Investment properties
Investment properties, comprising principally land and office buildings, are held for long term
rental yields or for capital appreciation or both, and are not occupied by the Group.
Investment property is measured initially at its cost, including related transaction costs and
borrowing costs if the investment property meets the definition of qualifying asset.
After initial recognition, investment property is carried 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. Valuations are performed 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 property being valued.
25
Abric Berhad (187259-W)
60
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
26
61
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
Intangible assets
(i)
Goodwill
Goodwill arises on the acquisition of subsidiaries and represents the excess of the
aggregate of the acquisition date fair value of consideration transferred, the amount
of any non-controlling interest in the acquiree and the acquisition-date fair value of
any previous equity interest in the acquiree over the net of the acquisition date fair
value of the identifiable assets acquired and liabilities assumed. If the fair value of
consideration transferred, the amount of non-controlling interest and the fair value of
previously held interest in the acquiree are less than the fair value of the net
identifiable assets of the acquiree, the resulting gain is recognised in the profit or
loss.
For the purpose of impairment testing, goodwill acquired in a business combination
is allocated to each of the cash generating units (CGUs), or groups of CGUs, that
is expected to benefit from the synergies of the combination. Each unit or group of
units to which the goodwill is allocated represents the lowest level within the entity
at which the goodwill is monitored for internal management purposes. Goodwill is
monitored at the operating segment level.
Goodwill impairment reviews are undertaken annually or more frequently if events
or changes in circumstances indicate a potential impairment. The carrying value of
goodwill is compared to the recoverable amount, which is the higher of value in use
and the fair value less costs to sell. Any impairment is recognised immediately as an
expense and is not subsequently reversed.
(ii)
27
Abric Berhad (187259-W)
62
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
(g)
(h)
Financial assets
(i)
Classification
The Group classifies its financial assets in the following categories: at fair value
through profit or loss, loans and receivables and available-for-sale. The
classification depends on the purpose for which the financial assets were acquired.
Management determines the classification at initial recognition.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market. They are included in current
assets, except for maturities greater than 12 months after the end of the reporting
period. These are classified as non-current assets. The Groups loans and
receivables comprise receivables and cash and bank balances in the statements
of financial position (Notes 18 and 19).
28
63
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
(iii)
(iv)
29
Abric Berhad (187259-W)
64
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
(v)
De-recognition
Financial assets are de-recognised when the rights to receive cash flows from the
investments have expired or have been transferred and the Group has transferred
substantially all risks and rewards of ownership.
Receivables that are factored out to banks and other financial institutions with
recourse to the Group are not derecognised until the recourse period has expired
and the risks and rewards of the receivables have been fully transferred. The
corresponding cash received from the financial institutions is recorded as
borrowings.
(i)
(j)
Warrant reserve
Proceeds from issuance of warrants, net of issuance costs, are credited to warrant reserve.
Warrants reserve is transferred to the share premium account upon the exercise of the
warrants. Warrants reserve in relation to unexercised warrants at the expiry of the warrants
period is transferred to retained earnings.
30
65
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
(l)
Leases
A lease is an agreement whereby the lessor conveys to the lessee in return for a payment,
or series of payments, the right to use an asset for an agreed period of time.
(i)
Accounting by lessee
Operating leases
Leases of assets where a significant portion of the risks and rewards of ownership
are retained by the lessor are classified as operating leases. Payments made under
operating leases (net of any incentives received from the lessor) are charged to
profit or loss on the straight line basis over the lease period.
(ii)
Accounting by lessor
Operating leases
When assets are leased out under an operating lease, the asset is included in the
statement of financial position based on the nature of the asset. Lease income is
recognised over the term of the lease on a straight-line basis.
(m)
Trade receivables
Trade receivables are amounts due from customers for merchandise sold or services
performed in the ordinary course of business. If collection is expected in one year or less (or
in the normal operating cycle of the business if longer), they are classified as current assets.
If not, they are presented as non-current assets.
Trade receivables are recognised initially at fair value and subsequently measured at
amortised cost using the effective interest method, less provision for impairment.
31
Abric Berhad (187259-W)
66
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
(o)
(p)
Trade payables
Trade payables are obligations to pay for goods or services that have been acquired in the
ordinary course of business from suppliers. Accounts payable are classified as current
liabilities if payment is due within one year or less (or in the normal operating cycle of the
business if longer). If not, they are presented as non-current liabilities.
Trade payables are recognised initially at fair value and subsequently measured at
amortised cost using the effective interest method.
32
67
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
Share capital
(i)
Classification
Ordinary shares and non-redeemable preference shares with discretionary
dividends are classified as equity. Other shares are classified as equity and/or
liability according to the economic substance of the particular instrument. See
accounting policy Note 3(r) on borrowings.
(ii)
(iii)
Dividend distribution
Distributions to holders of an equity instrument is recognised directly in equity and
the corresponding liability is recognised in the period in which the dividends are
approved.
(iv)
(r)
33
Abric Berhad (187259-W)
68
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
(s)
34
69
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
(t)
Employee benefits
(i)
(ii)
35
70
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
36
71
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
Provisions
Provisions are recognised when:
x
x
x
the Group has a present legal or constructive obligation as a result of past events;
it is probable that an outflow of resources will be required to settle the obligation; and
a reliable estimate of the amount can be made.
Where the Group expects a provision to be reimbursed by another party, the reimbursement
is recognised as a separate asset but only when the reimbursement is virtually certain.
Provisions are not recognised for future operating losses.
Where there are a number of similar obligations, the likelihood that an outflow will be
required in settlement is determined by considering the class of obligations as a whole. A
provision is recognised even if the likelihood of an outflow with respect to any one item
included in the same class of obligations may be small.
Provisions are measured at the present value of the expenditures expected to be required to
settle the obligation using a pre-tax rate that reflects current market assessments of the time
value of money and the risks specific to the obligation. The increase in the provision due to
passage of time is recognised as finance cost expense.
(v)
37
Abric Berhad (187259-W)
72
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the sale of
goods and services in the ordinary course of the Groups activities. Revenue is shown net of
goods and services tax, returns, rebates and discounts and after eliminating sales within the
Group.
The Group recognises revenue when the amount of revenue can be reliably measured, it is
probable that future economic benefits will flow to the entity and specific criteria have been
met for each of the Groups activities as described below. The Group bases its estimates on
historical results, taking into consideration the type of customer, the type of transaction and
the specifics of each arrangement.
(i)
Sale of goods
Revenue in respect of sales of goods is recognised upon delivery of products and
when the risks and rewards of ownership have passed.
(ii)
(iii)
Interest income
Interest income is recognised using the effective interest method.
(x)
Foreign currencies
(i)
(ii)
38
73
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
(iii)
Group companies
The results and financial position of all the Group entities (none of which has the
currency of a hyperinflationary economy) that have a functional currency different
from the presentation currency are translated into the presentation currency as
follows:
x
x
assets and liabilities for each statement of financial position presented are
translated at the closing rate at the date of that statement of financial position;
income and expenses for each statement of comprehensive income
presented are translated at average exchange rates (unless this average is
not a reasonable approximation of the cumulative effect of the rates prevailing
on the transaction dates, in which case income and expenses are translated
at the rate on the dates of the transactions); and
all resulting exchange differences are recognised as a separate component of
other comprehensive income.
Goodwill and fair value adjustments arising on the acquisitions of a foreign entity are
treated as assets and liabilities of the foreign entity and translated at the closing
rate. Exchange differences arising are recognised in other comprehensive income.
39
Abric Berhad (187259-W)
74
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
(y)
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided
to the chief operating decision-maker. The chief operating decision-maker, who is
responsible for allocating resources and assessing performance of the operating segments,
has been identified as the steering committee that makes strategic decisions.
40
75
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
REVENUE
An analysis of revenue is as follows:
The Group
2015
2014
RM
RM
The Company
2015
2014
RM
RM
Continuing operations
Property investment
- Rental income
1,288,350
1,132,151
41
76
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
SEGMENT REPORTING
Management has determined the operating segments based on the reports reviewed by the chief
operating decision-maker that are used to make strategic decisions. Following the disposal of its
manufacturing and marketing of security seals division (as disclosed in Note 12), the Group has its
operations only in the property investment division in Malaysia.
Revenue and segment assets in relation to the property investment division based on the
geographical location of customers and assets respectively are as follows:
Revenue by business segments
and geographical location
2015
2014
RM
RM
Continuing operations
Property investment in Malaysia:
Revenue
Segment assets
1,288,350
1,132,151
96,753,443 144,944,483
INTEREST INCOME
The Group
2015
2014
RM
RM
Interest income on fixed deposits
3,199,638
158,827
3,199,638
158,827
DIRECTORS REMUNERATION
The Group
2015
2014
RM
RM
Directors of the Company
Executive Directors:
Salaries and other emoluments
Non-executive Directors:
Fees
Directors of the subsidiary companies
Executive Directors:
Salaries and other emoluments
The Company
2015
2014
RM
RM
2,931,112
1,755,250
2,565,472
1,631,490
144,000
3,075,112
144,000
1,899,250
144,000
2,709,472
144,000
1,775,490
405,634
3,480,746
151,590
2,050,840
2,709,472
1,775,490
42
77
The Company
2015
2014
RM
RM
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
FINANCE COSTS
The Group
2015
2014
RM
RM
Interest expense on:
Short-term loans
Hire-purchase
Long-term loans
Bank overdrafts
Profit expense on CMTF-i
10
14,439
10,211
65,001
1,702
171,890
263,243
75,945
12,781
42,469
88,741
408,165
628,101
The Company
2015
2014
RM
RM
14,439
2,417
1,701
18,557
75,945
10,875
55,741
142,561
1,288,350
-
1,132,151
-
The Company
2015
2014
RM
RM
-
(417,934)
(298,110)
(55,278)
(416,838)
(77,643)
(130,582)
(4,100,000)
376,902
(2,143)
(109,080)
(940,178)
(14,738)
2,101
(109,080)
(940,178)
-
(160,000)
(6,497)
(155,500)
(4,921)
(115,000)
-
(115,000)
-
(5,000)
(200,000)
(5,000)
(200,000)
(71,023)
(55,278)
1,506,387
(156,385)
-
(887,005)
43
78
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
765,102
88,388
86,636
940,126
355,436
36,461
12,631
404,528
The Company
2015
2014
RM
RM
56,302
6,750
30,367
93,419
60,520
7,200
11,026
78,746
The remuneration of key management personnel, including Directors, during the year are as follows:
The Group
2015
2014
RM
RM
Wages, salaries and bonuses
Defined contribution plans
3,367,007
355,713
3,722,720
1,908,320
210,240
2,118,560
44
79
The Company
2015
2014
RM
RM
2,788,667
286,445
3,075,112
1,662,430
180,780
1,843,210
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
TAXATION
The Group
2015
2014
RM
RM
Continuing operations:
Corporation tax payable:
Current year:
Malaysia
Overprovision/(Underprovision)
in prior years - Malaysia
Deferred tax: (Note 17)
Origination and reversal of temporary
differences
Total income tax credit/ (expense)
(89,289)
(39,707)
42,021
(260,486)
39,707
(254,980)
42,021
(349,775)
39,707
(294,687)
(426,301)
(776,076)
39,707
(294,687)
699,618
741,639
The Company
2015
2014
RM
RM
(34,245)
(319,632)
(353,877)
(306,653)
(660,530)
45
Abric Berhad (187259-W)
80
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
TAXATION (CONTINUED)
A numerical reconciliation of income tax (expense)/credit applicable to profit/(loss) before tax at the
applicable statutory income tax rate to income tax (expense)/credit at the effective income tax rate
for continuing operations is as follows:
The Group
2015
2014
RM
RM
(Loss)/ Profit before tax:
Continuing operations
Discontinued operations
(6,642,999) (3,462,861)
2,345,241
3,876,957 73,670,229
(2,766,042) 70,207,368
2,345,241
80,326,741
80,326,741
691,511
(17,551,842)
699,618
1,164,986
(4,329)
18,851,026
898,714
21,144,435
(1,502,497)
(2,470,975)
(187,124)
(1,102,457)
42,021
(260,486)
(586,310) (20,081,685)
39,707
(254,980)
(354,000)
(125,280)
741,639
(1,436,606)
39,707
(294,687)
46
81
The Company
2015
2014
RM
RM
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
The Company
2015
2014
RM
RM
57,227
167,470
263,903
390,423
1,000,000
879,023
1,000,000
(398,199)
480,824
1,000,000
The assets and liabilities classified as held for sale as at 31 December 2014 were in respect
of the remaining entities in China which were not disposed of on that date. The disposal of
these entities were completed in the current financial year for a consideration of
RM1,000,000.
In the previous financial year, the Company recognised an impairment loss amounting to
RM887,005 in relation to its investment in a wholly owned subsidiary, on the basis that the
carrying value of this investment exceeded its recoverable amount which was based on the
disposal consideration of this entity.
47
Abric Berhad (187259-W)
82
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
(iii)
70,798,154
32,427
(32,826,888)
3,137,538
3,137,538
3,137,538
739,419
3,876,957
1,481,422
(19,289,801)
(5,948,155)
(1,430,472)
(13,460,588)
(1,089,974)
(1,733,875)
(660,530)
(2,394,405)
75,404,104
73,009,699
729,979
729,979
48
83
The Group
2015
RM
13,801,943
112,303,174
(11,672,439)
114,432,678
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
The following credit/(charges) have been included in arriving at profit before taxation of
discontinued operations:
The Group
2015
2014
RM
RM
Writeback of accruals
Depreciation of property, plant and equipment
Gain/(Loss) on foreign exchange
- Realised
- Unrealised
Rental of:
- Premises
- Office equipment
- Motor vehicles
Auditors remunerations:
Statutory audit:
- Auditors of the Company
- Other auditors
Allowance for doubtful debts in
respect of trade receivables
Allowance for slow-moving inventories
Loss on disposal of property, plant
and equipment
Property, plant and equipment written off
3,144,957
(7,335)
-
(5,948,155)
589,073
(834,094)
(633,572)
(30,400)
(44,796)
(114,500)
(198,449)
(534,836)
(1,603,986)
(130,582)
(3,306,336)
17,190,226
536,296
1,563,279
19,289,801
49
84
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
The following (charges)/credits have been included in arriving at profit before taxation of
discontinued operations: (continued)
Remuneration of Key Management Personnel
The remuneration of key management personnel, including Directors, during the year are as
follows:
The Group
2015
2014
RM
RM
Wages, salaries and bonuses
Defined contribution plans
(v)
The analysis of net cash inflows arising from the disposal of the subsidiary companies is as
follows:
The Group
2015
2014
RM
RM
Property, plant and equipment
Intangible assets
Goodwill of consolidation
Inventories
Receivables
Deferred tax assets
Cash and bank balances
Restricted cash
Long term and short term borrowings
Payables
Non-controlling interest
60,680
177,574
627,302
413,988
-
50
85
1,486,092
154,380
1,640,472
(760,668)
518,876
(258,295)
739,419
1,000,000
(413,988)
586,012
586,012
23,393,381
167,382
9,926,430
20,034,118
20,637,160
2,410,832
8,054,973
856,484
(21,185,421)
(10,893,906)
(26,765)
53,374,668
(2,614,053)
75,404,104
126,164,719
(10,000,000)
(8,054,973)
108,109,746
6,000,277
114,110,023
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
2014
RM
(5,901,360)
3,876,957
(2,024,403)
(4,238,937)
73,489,301
69,250,364
139,026,819
99,235,656
(4.24)
2.79
(1.45)
(4.28)
74.06
69.78
51
Abric Berhad (187259-W)
86
14
14
14
87
As at 31 December 2014
As at 1 January 2014
Additions
As
2014
Asatat11January
January
2014
Disposals
Additions
Additions
Disposal
of subsidiary
Disposals
Disposals
companiessubsidiary
(Note 12)
Disposal
Disposalofof
subsidiary
Write-offs
companies (Note 12)
companies
12)
Reclassified
as(Note
non-current
Write-offs
Write-offs
assets held as
fornon-current
sale (Note 12)
Reclassified
Reclassified
non-current
Reclassification
assets held foras
sale
(Note 12)
Transfer
investment
Reclassification
assetstoheld
for sale (Note 12)
properties
(Note
15)
Transfer
to investment
Reclassification
Translation
adjustment
propertiesto
(Note
15)
Transfer
investment
Translation adjustment
properties (Note 15)
As at 31 December 2014
Translation
adjustment
As
at 31 December
2014
52
52
52
14,258
379,379
Office
equipment,
Leasehold
Motor
furniture
Leasehold
improvements
vehicles
Leasehold
Motor
and
fittings
improvements
RM
RM
improvements
vehicles
RM
RM
RM
RM
14,021,068
8,651,618
84,126,162
3,220,058
279,673
1,959,099
338,911
2,293,99484,126,162
214,317 3,220,058
379,379
671,854
14,021,068
84,126,162
3,220,058
279,673
1,959,099
14,021,0688,651,618
8,651,618
279,673
(30,027)
(5,181,272)
(156,007)
338,911
2,293,994
214,317
379,379
671,854
338,911
2,293,994
214,317
379,379
(30,027)
(5,181,272)
(156,007)(30,027)
(5,181,272) -(14,574,501)
(67,891,569)
(3,316,929)
(66,506)
(392,755)
(205,925)
(13,221,256)
(114,908)
(14,574,501)
(67,891,569)
(3,316,929)
(66,506)
(392,755)
(14,574,501)
(67,891,569)
(66,506)
(205,925)
(13,221,256)
(114,908) (3,316,929) (205,925)
(13,221,256)
(114,908) (134,952)
(23,436)
-454,210(192,963)
(134,952)
(23,436)
454,210
- (134,952) --(192,963)
(23,436) (8,458,655)
(213,167)
-454,210
(192,963)
- (3,736)
8,89335,1568,470(8,458,655)
(213,167)
(3,736) 8,893
35,156
8,470
(8,458,655)
(213,167)
14,258
379,379
2,090,661
8,893
35,156
- (3,736)
14,258
379,379
2,090,661
NOTES
TO THE
FINANCIAL
FOR THE
YEAR
ENDED STATEMENTS
31 DECEMBER 2015 (CONTINUED)
NOTES
TOYEAR
THE ENDED
FINANCIAL
STATEMENTS
FOR
THE
31 DECEMBER
2015 (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
2,090,661
16,428
Capital
Computer
work-inCapital and
software
progress
work-inequipment
RM
progress
RM RM
Capital
work-in-
Total
progress
RM
Total
RM
RM
1,317,175
132,939
113,707,792
16,426
481,828
4,396,709
1,317,175
132,939
113,707,792
1,959,099
1,317,175
132,939
16,426
481,828
4,396,709
671,854
16,426 (5,367,306)
481,828
(156,007)
- (5,367,306)
(252,608)
(353,520)
(86,848,388)
(1,065,409)
(14,607,498)
(252,608)
(353,520)
(86,848,388)
(392,755)
(252,608)
(353,520)
(1,065,409)
(14,607,498)
(1,065,409)
- (158,388)
(261,247)
(158,388)
- (261,247)
- - (8,671,822)
(261,247)
84449,627
(8,671,822)
844
49,627
- -- 2,500,726
16,428
8,470 - 844
16,428
2,500,726
Computer
software
and
Computer
Motor
equipment
software
and
vehicles
RM
equipment
RMRM
To
(8,671,8
49,6
2,500,7
(158,3
(86,848,3
(14,607,4
113,707,7
4,396,7
(5,367,3
abric.com
14
14
Additions
As at 1 January 2015
Disposals
Additions
Write-offs
Disposals
Write-offs
As at 31 December 2015
As at 31 December 2015
The Group
The Group
Cost
Cost
As at 1 January 2015
3,704,5903,704,590-3,704,590
3,704,590
Freehold land
buildings land
and
Freehold
improvements
buildings and
RM
improvements
RM
53
53
14,258
14,258(14,258)
(14,258)
379,379
745,330
379,379
745,330(379,379)
(379,379)
745,330
745,330
Office
equipment,
Office
furniture
Leasehold
equipment,
andfurniture
fittings improvements
Leasehold
RM improvements
RM
and fittings
RM
RM
2,090,661
620,060
2,090,661
(1,467,288)
620,060
(1,467,288)
1,243,433
1,243,433
Motor
vehicles
Motor
RM
vehicles
RM
16,428
21,600
16,428
21,600-38,028
38,028
Computer
software
and
Computer
equipment
software
and
RM
equipment
RM
2,500,726
5,091,580
2,500,726
(1,467,288)
5,091,580
(393,637)
(1,467,288)
(393,637)
5,731,381
5,731,381
Total
RM
Total
RM
abric.com
88
89
14
14
14
Accumulated depreciation
RM
RM
RM
RM
RM
RM
As of 31 December 2014
As of 31 December 2014
companies
(Note 2014
12)
As
at 1 January
Disposal
of subsidiary
companies
12)
Disposal
of (Note
subsidiary
As of 31 December 2014
companies (Note 12)
Disposal
of subsidiary
As at 1 January
2014
As at 1 Januaryimpairment
2014
Accumulated
loss
14,975,485
54
54
54
14,975,485
(14,975,485)
14,975,485
- -
(14,975,485)
(14,975,485)
- -
As
at
1 January
January
2014
4,256,5701,777,063
1,777,063
50,261,976
155,503
Accumulated
depreciation
As
at 1
2014
4,256,570
50,261,976
2,017,183 2,017,183
155,503
1,421,501
Charge
forthe
theyear
year
781,686 179,971179,971
269,027
31,218
Charge
for
781,686
4,506,8254,506,825
269,027
31,218
366,112
As
at 1 January
2014
4,256,570
1,777,063
50,261,976
2,017,183
155,503
1,421,501
Disposals
(25,043)
(3,937,068)
Disposals
(25,043)
(3,937,068)
(156,006)
Charge for the year
781,686
179,971
4,506,825
269,027
31,218
366,112
Disposal
of
subsidiary
Disposal
of
subsidiary
Disposals
(25,043)
(3,937,068)
(156,006)
companies
(Note
(5,229,176)
(40,460,405)
(2,236,426) (2,236,426)
(66,505)
(258,303)
companies
(Note12)12)
(5,229,176)
(40,460,405)
(66,505)
Disposal
of subsidiary
Reclassification
425,434
companies (Note 12)
(5,229,176)
(40,460,405)
(2,236,426)
(66,505)
(258,303)
Reclassification
425,434 (425,434)
(425,434)
- -Write-offs
(205,925)
(10,288,517)
(55,655)
-Reclassification
425,434
(425,434)
Write-offs
(205,925)
(10,288,517)
(55,655)
Reclassified as non-current
Write-offs
(205,925)
(10,288,517)
(55,655)
Reclassified
assale
non-current
assets
held
for
(Note
12)
(86,955)
(14,206)
Reclassified as non-current
assets held
for sale (Note 12)
(86,955)
(14,206)
Transfer
to
investment
assets held for sale (Note 12)
(86,955)
(14,206)
properties
(Note
15)
(1,531,600)
(113,892)
Transfer
toinvestment
investment
Transfer
to
Translation
(3,546)
4,14433,147
7,409properties
(Note15)
15)
-(1,531,600)
(1,531,600)
- (113,892)
properties adjustment
(Note
(113,892)
(3,546)
Translation
adjustment
4,144
33,147
Translation adjustment
(3,546)
4,144
33,147
7,409
As at 31 December 2014
13,070
6,324
1,380,713
As at
at 31
2014
13,070
6,324
1,380,713
As
31 December
December
2014
13,070
6,324
NOTES
TOin THE
FINANCIAL STATEMENTS
(Incorporated
Malaysia)
FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
RM
(4,118,117)
RM
Total
RM
60,561,397
6,364,993
60,561,397
(4,118,117)
6,364,993
(11,223,519)
(101,161)
14,975,485
(101,161)
(1,645,492)
-- - (1,645,492)
41,806
652
41,806
1,400,385
-278 1,400,385
Capital
work-inprogress
Total RM
(48,479,522)
(228,707)
-- - (48,479,522)
-(11,223,519)
(673,422)
RM
progress
RM
671,601
230,154
--- -
Computer
Capitaland
software
work-inequipment
Capital
progress
work-in- RM
14,975,485
- - (14,975,485)
- (14,975,485)
- -
652-
7,409
652
278
278
1,380,713
(673,422)
-
(228,707)
(258,303)
-(228,707)
(673,422)
-
1,421,501
671,601
366,112
230,154
671,601
(156,006)
230,154-
Computer
Motor
software
and
vehicles
Computer
equipment
RM
software and
RM
equipment
60,561,3
6,364,9
(4,118,1
To
R
(14,975,48
14,975,4
(1,645,4
41,8
1,400,3
(101,1
(11,223,5
(48,479,5
abric.com
14
14
As of 31 December 2014
As of 31 December 2014
The Group
The Group
Accumulated depreciation
Accumulated
depreciation
As
at 1 January
2015
Charge
for the year
As at 1 January
2015
Disposals
Charge for the year
Write-offs
Disposals
Write-offs
As at 31 December 2015
As at 31 December 2015
Net book value
Net book value
As of 31 December 2015
As of 31 December 2015
3,630,498
3,630,498
Freehold land,
buildingsland,
and
Freehold
improvements
buildings and
RM
improvements
RM
74,09274,092-74,092
74,092
55
55
1,188
1,188
740,330
740,330
373,055
373,055
Office
equipment,
Office
furniture
Leasehold
equipment,
andfurniture
fittings improvements
Leasehold
RM improvements
RM
and fittings
RM
RM
13,070
6,324
257
80,876
13,070
6,324
25780,876(13,327)
(82,200)
(13,327)
(82,200)
5,000
5,000
1,024,692
1,024,692
709,948
709,948
Motor
vehicles
Motor
RM
vehicles
RM
1,380,713
250,036
1,380,713
(1,412,008)
250,036
(1,412,008)
218,741
218,741
25,077
25,077
16,150
16,150
Computer
software
and
Computer
equipment
software
and
RM
equipment
RM
278
12,673
278
12,673-12,951
12,951
5,420,597
5,420,597
1,100,341
1,100,341
Total
RM
Total
RM
1,400,385
417,934
1,400,385
(1,412,008)
417,934
(95,527)
(1,412,008)
(95,527)
310,784
310,784
abric.com
90
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
The Company
Office
equipment,
furniture
and fittings
RM
Motor
Leasehold
vehicles improvements
RM
RM
Total
RM
Cost
As at 1 January 2014
Additions
Disposal
Write-offs
22,364
275,532
(75,000)
(22,364)
22,364
275,532
(75,000)
(22,364)
200,532
(200,532)
200,532
745,330
745,330
(200,532)
745,330
745,330
20,207
2,157
154,228
(74,999)
(22,364)
20,207
156,385
(74,999)
(22,364)
79,229
66,023
(145,252)
79,229
5,000
71,023
(145,252)
5,000
5,000
As at 31 December 2015
740,330
740,330
As at 31 December 2014
121,303
121,303
As at 31 December 2014/
1 January 2015
Additions
Disposal
As at 31 December 2015
Accumulated Depreciation
As at 1 January 2014
Charge for the year
Disposal
Write-offs
As at 31 December 2014/
1 January 2015
Charge for the year
Disposal
As at 31 December 2015
Net Book Value
56
91
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
Included in property, plant and equipment of the Group and the Company are assets
acquired under hire-purchase arrangements with net book values amounting to
RM463,970 (2014: RM709,948) and nil (2014: RM121,303) respectively.
(ii)
As of 31 December 2015, motor vehicles with net book values amounting to RM1,024,692
(2014: RM709,948) are registered in the name of a Director and a major shareholder of the
Company, who hold the said assets in trust for the Group.
(iii)
15
417,934
416,838
417,934
5,948,155
6,364,993
The Company
2015
2014
RM
RM
71,023
71,023
156,385
156,385
INVESTMENT PROPERTIES
The Group
2015
2014
RM
RM
At fair value:
At beginning of year
Fair value (loss)/gain recognised in profit and loss
Fair value gain recognised in other comprehensive income
(Note 21)
Reclassification from property, plant and equipment (Note 14)
At end of year
15,800,000
(4,100,000)
11,700,000
2,624,298
376,902
5,772,470
7,026,330
15,800,000
The investment properties were valued based on valuations by an independent external valuer
who holds a recognised qualification and has relevant experience. The fair values of the
investment properties as at 31 December 2015 are based on Level 2 of the fair value hierarchy
and have been determined based on the market comparable approach using a certain unit of
comparison such as price per square foot which reflects the recent transaction prices for similar
properties within the same area, without any significant adjustments.
57
Abric Berhad (187259-W)
92
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
16
1,967,001
1,967,001
There were no subsidiaries with non-controlling interests (NCI) following the disposal of the
subsidiaries in the previous financial year.
Summarised financial information in respect of each of the Groups subsidiary companies that has
material non-controlling interests is set out below. The summarised financial information below
represents amounts before intragroup eliminations.
The Group
2015
2014
RM
RM
Statement of Profit or Loss:
Revenue
Net loss for the year
Net loss/Total comprehensive income attributable to:
Owners of the Company
Non-controlling interests
28,919,929
(1,185,851)
(711,511)
(474,340)
(1,185,851)
845,469
(3,768,072)
2,471,036
(451,567)
58
93
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
Name of Company
Effective equity
interest
2015
2014
%
%
Principal activities
100.0
Disposed in 2015
100.0
Disposed in 2015
100.0
100.0
100.0
100.0
Dormant
100.0
100.0
Dormant
59
Abric Berhad (187259-W)
94
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
The Group
2015
2014
RM
RM
At beginning of year
Credted/ (Charged) to profit or loss: (Note 11)
Property, plant and equipment
Investment properties
(1,907,982)
(5,342)
704,960
2,314,832
(6,689)
(419,612)
699,618
(426,301)
1,096,997
(1,385,681)
(2,410,832)
(111,367) (1,907,982)
Deferred tax balances are presented in the statements of financial position after appropriate
offsetting as follows:
The Group
2015
2014
RM
RM
Deferred tax liabilities
(111,367) (1,907,982)
(12,031)
(6,689)
(99,336) (1,901,293)
(111,367) (1,907,982)
The tax effects of deductible temporary differences, unused tax losses and unabsorbed capital
allowances which would give rise to net deferred tax assets are recognised to the extent that it is
probable that future taxable profits will be available against which the deductible temporary
differences, unused tax losses and unabsorbed capital allowances can be utilised. As of 31
December 2015, the unused tax losses and unabsorbed capital allowances, both of which have no
expiry date and for which the tax effects are not recognised in the financial statements due to
uncertainty of their realisation, are as follows:
The Group
2015
2014
RM
RM
Unused tax losses
Unabsorbed capital allowances
2,094,000
1,597,000
3,691,000
60
95
1,039,000
1,177,000
2,216,000
The Company
2015
2014
RM
RM
1,352,000
1,288,000
2,640,000
941,000
1,177,000
2,118,000
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
RECEIVABLES
The Group
2015
2014
RM
RM
Other receivables
Refundable deposits
Prepaid expenses
Amounts owing by subsidiary
companies
19
The Company
2015
2014
RM
RM
9,286,309
67,347
32,056
10,571,308
185,549
22,327
9,200,659
27,270
10,325
10,045,051
4,182
9,385,712
10,779,184
14,364,037
23,602,291
4,273,860
14,323,093
(i)
Other receivables are classified as loans and receivables and are therefore measured at
amortised cost. The other receivables balance is mainly in respect of the amount held in
escrow arising from the disposal of the core business by the Company as described in
Note 12. The amount is not past due as at the reporting date.
(i)
Amounts owing by subsidiaries which are denominated in Ringgit Malaysia, arose mainly
from assignment of debts, short-term advances and payment on behalf, are interest-free
and repayable on demand. There is no indicator of impairment in respect of these
balances as there is no historical risk of default in payment.
Unrestricted
Cash and bank balances
Restricted
Cash and bank balances
Deposits with licensed bank
The Group
2015
2014
RM
RM
The Company
2015
2014
RM
RM
4,705,381 115,861,048
4,331,189 115,216,300
440,000
64,732,675
440,000
-
65,172,675
440,000
69,878,056 116,301,048
64,732,675
64,732,675
69,063,864 115,216,300
Deposits with licensed banks of the Group earn interest at rates ranging from 3.6% to 4.20%
(2014: 3.65% to 4.00%) per annum.
61
Abric Berhad (187259-W)
96
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
20
SHARE CAPITAL
Authorised:
At beginning/end of year
Issued and fully paid:
At beginning of year
Issued during the year pursuant
to conversion of warrants
At end of year
99,052,500
30,863,985
29,715,750
37,636,824
3,827,450
140,516,774 102,879,950
11,291,047
42,155,032
1,148,235
30,863,985
Share Options
At an Extraordinary General Meeting held on 16 December 2010, the Company obtained approval
from its shareholders for the Executives Share Option Scheme (ESOS) for eligible employees and
Directors (including non-executive Directors) of the Group, which was effective on 4 March 2011
and expired on 3 March 2016. The ESOS was administered by the ESOS Committee and governed
by the ESOS Bylaws. No options have been granted under the ESOS at the end of the year.
The salient features of the ESOS were as follows:
(a)
at any point of time during the existence of the ESOS, the aggregate number of new
shares comprised in:
(i)
(ii)
(iii)
shall not exceed an amount equivalent to fifteen percent (15%) of the issued and paid-up
ordinary share capital (excluding treasury shares) of the Company at such time;
62
97
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
(c)
the eligibility for participation in the ESOS shall be at the discretion of the ESOS
Committee;
(d)
the ESOS Committee shall be entitled at its discretion to determine the number of new
shares to be comprised in an offer of Options made to an Eligible Person, and shall take
into consideration, amongst other factors, the Eligible Persons length of service, seniority
and individual performance in the Group;
(e)
no option shall be granted for less than 100 shares and always be in multiples of 100
shares and subject to the following:
(f)
(i)
the number of options allocated, in aggregate, to the Directors (including nonexecutive Directors) and senior management of the Group shall not exceed 50% of
the total options available under the ESOS; and
(ii)
the number of options allocated to any individual Director or executive who, either
singly or collectively through his/her associates (as defined in the Companies Act,
1965), holds 20% or more in the issued and paid-up share capital of the Company
shall not exceed 10% of the total options available under the ESOS;
(ii)
(g)
the 5-day weighted average market price of the Companys shares immediately
preceding the date of the Options is offered, with a discount that does not exceed
10% on the said 5-day weighted average market price which the Company may at
its discretion decide to give; and
the par value of the Companys shares of RM0.30 each; and
the new shares to be issued and allotted upon any exercise of the Options shall, upon
issuance, allotment, and full payment, rank pari passu in all respects with the Companys
shares except they shall not be entitled to any dividends, rights, allotments and/or other
distributions declared, the entitlement date of which is prior to the date of allotments of the
new shares.
63
Abric Berhad (187259-W)
98
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
45,698,800 49,526,250
(37,636,824) (3,827,450)
8,061,976 45,698,800
At end of year
The warrants were listed on Bursa Malaysia Securities Berhad on 13 April 2011. Each warrant
entitles its holder the right to subscribe for one ordinary share of RM0.30 each in the Company at
any time up to the expiry date of 7 April 2016 at an exercise price of RM0.30 payable in cash.
21
RESERVES
The Group
2015
2014
RM
RM
Share premium
Translation adjustment account
Warrant reserve
Revaluation reserve
Retained earnings
5,442,306
4,810,784
5,442,306
(5,466,924) (5,241,310)
135,275
766,797
135,275
5,773,446
4,676,449
5,884,103
5,012,720
5,577,581
39,963,658 41,988,061 41,516,007
45,847,761 47,000,781 47,093,588
64
99
The Company
2015
2014
RM
RM
4,810,784
766,797
5,577,581
39,131,059
44,708,640
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
RESERVES (CONTINUED)
Translation adjustment account
Exchange differences arising on translation of the foreign operations are taken to the translation
adjustment account as described in the accounting policies.
Warrant reserve
Warrant reserve arose from the issuance of 49,526,250 warrants on the basis of one (1) warrant
per every two (2) existing shares held by the shareholders of the Company at the issue price of
RM0.30 per warrant on 13 April 2011, net of corporate proposal expenses of RM654,761.
The movements in the warrant reserve and number of warrants during the year are summarised
below:
The Group and
The Company
2015
2014
RM
RM
At beginning of year
Transfer to share premium pursuant to the exercise
of warrants
At end of year
Revaluation reserve
766,797
831,027
(631,522)
(64,230)
135,275
766,797
The Group
2015
2014
RM
RM
At beginning of year
Arising from revaluation of investment properties (Note 15)
Deferred tax liability relating to the revaluation (Note 17)
At end of year
4,676,449
1,096,997
5,773,446
289,660
5,772,470
(1,385,681)
4,676,449
Revaluation reserve arises from the reclassification of a leasehold land and building to investment
properties, as disclosed in Note 15. The revaluation reserve will be transferred directly to retained
earnings upon disposal of the asset.
65
Abric Berhad (187259-W) 100
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
abric.com
(Incorporated in Malaysia)
HIRE-PURCHASE PAYABLES
The Group
2015
2014
RM
RM
Total amount outstanding
Less: Interest-in-suspense
Principal portion
Less: Amount due within
12 months (Note 26)
Non-current portion
Analysis of non-current portion:
Between 1 - 2 years
Between 2 - 3 years
The Company
2015
2014
RM
RM
207,972
347,541
(14,109)
(24,320)
193,863
323,221
-
19,064
(2,416)
16,648
(102,165)
(124,382)
91,698
198,839
(16,648)
91,698
91,698
100,000
98,839
198,839
The interest rates implicit in these hire-purchase obligations range from 2.44% to 3.25% (2014:
2.44% to 3.25%) per annum.
23
66
101 ANNUAL REPORT 2015
5,221,000
(66,000)
5,155,000
(2,571,000)
2,584,000
2,584,000
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
the profit rate used for the computation of the Deferred Sale Price shall be an amount up
to a ceiling of 12.00% per annum above the banks Islamic Cost of Funds (iCOF)
calculated on the full Purchase Price for the entire duration of the Murabahah Period.
(ii)
In the event that the bank exercises its discretion to reduce the Deferred Sale Price under
the principle of ibra, the profit rate used for the computation of the Deferred Sale Price
shall be an amount equivalent to 2.00% per annum above the banks iCOF calculated on
the full Purchase Price for the entire duration of the Murabahah Period.
First Party Third legal charge on land and building under Title No. PN 124458 bearing
postal address Lot 196803 Hala Jati 12, Kawasan Perindustrian Taman Meru, Off Jalan
Jelapang, Ipoh as disclosed in Note 15.
(ii)
As disclosed in Note 19, cash and bank balances of the Group amounting to RM440,000 (2014:
RM440,000) have been earmarked for the purpose of 2 months principal repayments of the CMTFi. As the Company has repaid the remaining outstanding amount of CMTF-i in full during the
financial year, the Company is in the process of obtaining the release of the pledge of the bank
balance as at reporting date.
67
Abric Berhad (187259-W) 102
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
1,254,152
1,296,476
(73,343)
(69,752)
1,180,809
1,226,724
Non-current portion
Analysis of non-current portion:
Between 1 - 2 years
Between 2 - 3 years
Between 3 - 4 years
More than 4 years
77,118
81,088
85,262
937,341
1,180,809
40,343
77,118
81,088
1,028,175
1,226,724
Term loan of the Group amounting to RM1,254,152 (2014: RM1,296,476) bears interest of 5.1%
(2014: 4.85% to 5.1%) per annum and is secured by investment properties as disclosed in Note 15
and a corporate guarantee of the Company.
25
PAYABLES
The Group
2015
2014
RM
RM
Other payables
Accrued expenses
Tax liabilities
Dividend payable
6,366,549
807,300
17,419
7,191,268
68
103 ANNUAL REPORT 2015
13,287,935
1,025,165
39,707
42,146,032
56,498,839
The Company
2015
2014
RM
RM
5,728,459
608,467
6,336,926
12,645,336
707,349
39,707
42,146,032
55,538,424
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
Unsecured
Revolving credits
The Company
2015
2014
RM
RM
73,343
102,165
175,508
2,571,000
69,752
124,382
2,765,134
16,648
16,648
175,508
1,500,000
1,500,000
4,265,134
1,500,000
1,500,000
1,516,648
The bank credit facilities of the Group and of the Company bear interest at rates ranging from
4.85% to 7.85% per annum (2014: 4.85% to 7.85 per annum).
27
69
Abric Berhad (187259-W) 104
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
1,448,015
8,274,697
(69,878,056) (116,301,048)
(68,430,041) (108,026,351)
88,002,793 77,864,766
The Company
2015
2014
RM
RM
1,516,648
(69,063,864) (115,216,300)
(69,063,864) (113,699,652)
89,248,620
75,572,625
(i)
(ii)
(iii)
The Group is not subject to any externally imposed capital requirements as at the
reporting date.
(iv)
The debt to equity ratio of the Group and the Company is nil (2014: nil for the
Group and nil for the Company) as the Group and the Company are in a net cash
position of RM68,430,041 (2014: RM108,026,351) and RM69,063,864 (2014:
RM113,699,652) respectively.
70
105 ANNUAL REPORT 2015
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
Financial Assets
Loans and receivables:
Receivables (excluding
prepayment and tax
recoverable)
Cash and bank balances
Financial Liabilities
At amortised cost:
Payables (excluding tax
liabilities)
Hire-purchase payables
Borrowings
CMTF-i
(iii)
The Group
2015
2014
RM
RM
The Company
2015
2014
RM
RM
9,353,656 10,756,857
69,878,056 116,301,048
23,591,966 14,318,911
69,063,864 115,216,300
7,173,849
193,683
1,254,152
6,336,926
56,459,132
323,221
2,796,476
5,155,000
55,498,717
16,648
1,500,000
71
Abric Berhad (187259-W) 106
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
72
107 ANNUAL REPORT 2015
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
1-2
years
RM
2-3
years
RM
More
than
3 years
RM
Total
RM
7,173,849
7,173,849
134,753
134,753
134,753
1,245,930
1,650,189
109,556
7,418,158
98,416
233,169
134,753
1,245,930
207,972
9,032,010
6,336,926
6,336,926
134,753
6,471,679
134,753
134,753
134,753
134,753
1,245,930
1,245,930
1,650,189
7,987,115
2015
The Group
Non-interest
bearing:
Payables
Interest bearing:
Borrowings
Hire-purchase
payables
Total
The Company
Non-interest
bearing:
Payables
Financial
guarantee
Total
73
Abric Berhad (187259-W) 108
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
1-2
years
RM
2-3
years
RM
More
than
3 years
RM
Total
RM
56,459,132
56,459,132
1,644,754
134,753
134,753
1,380,683
3,294,943
139,560
2,892,680
61,136,126
108,745
2,693,856
2,937,354
99,236
233,989
1,380,683
347,541
5,586,536
65,688,152
55,498,717
55,498,717
1,510,000
1,510,000
19,064
19,064
3,027,433
60,055,214
2,828,609
2,828,609
134,753
134,753
1,380,683
1,380,683
7,371,478
64,399,259
2014
The Group
Non-interest
bearing:
Payables
Interest bearing:
Borrowings
Hire-purchase
payables
CMTF-i
Total
The Company
Non-interest
bearing:
Payables
Interest bearing:
Borrowings
Hire-purchase
payables
Financial
guarantee
Total
At the end of the reporting period, it was not probable that the counterparties to financial
guarantee contracts will claim under the contracts. Consequently, the fair value of the
financial guarantee contract is nil.
74
109 ANNUAL REPORT 2015
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
193,863
1,254,152
Carrying
amount
RM
The Company
Financial Liabilities
Hire-purchase payables
2015
Fair
value
RM
Carrying
amount
RM
203,600
1,458,171
323,221
5,155,000
1,296,476
2015
Fair
value
RM
Carrying
amount
RM
16,648
2014
Fair
value
RM
334,093
5,443,680
1,574,243
2014
Fair
value
RM
19,064
The fair values of these financial liabilities are estimated using discounted cash flows
based on current financing rates/profit rate for similar types of financing arrangements and
are categorised as Level 2 of the fair value hierarchy.
28
The Group
2015
2014
RM
RM
The Company
2015
2014
RM
RM
4,705,381 115,861,048
4,331,189 115,216,300
390,423
4,705,381 116,251,471
4,331,189 115,216,300
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
DIVIDEND
Dividends recognised as distribution to ordinary equity holders of the Company:
Group/Company
2015
2014
Gross
Amount of
Gross
Amount of
dividend
dividend
dividend
dividend
per share
(single-tier)
per share
(single-tier)
sen
RM
sen
RM
Special cash dividends paid
30.0
42,146,032
COMMITMENTS
(i)
(ii)
98,108
98,108
109,080
94,343
203,423
As of 31 December 2015, the Group and the Company have capital commitments in
respect of the purchase of property, plant and equipment not provided for in the financial
statements as follows:
The Group
2015
2014
RM
RM
Approved and contracted for
76
111 ANNUAL REPORT 2015
3,640,498
The Company
2015
2014
RM
RM
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
Based on ABRICs total issued and paid-up capital as at 15 January 2016 comprising
140,516,774 ABRIC Shares and 8,061,976 outstanding warrants 2011/2016 (Warrants)
as at 15 January 2016, the Proposed Distribution and Delisting will be for an amount of up
to RM63.9 million.
The Company intends to fund the Proposed Distribution and Delisting through its existing
cash reserves, including its cash reserves placed in the Custodian Account.
The split between the Proposed Capital Repayment and Proposed Special Dividend has
yet to be determined at this juncture. Accordingly, the details of the Proposed Capital
Repayment and Proposed Special Dividend will be announced at a later date upon
finalisation of the split.
The Proposed Distribution and Delisting will be undertaken in accordance with Paragraph
8.03(9) of the Listing Requirements which stipulates amongst others, that a Cash
Company must ensure that the amount placed in the Custodian Account are distributed to
its shareholders on a pro-rata basis as soon as practicable if the Cash Company does not
intend to maintain its listing at any time after it receives the Notice.
As a consequence of the Companys proposal to undertake the Proposed Distribution and
Delisting, the Company will have to undertake a delisting from the Official List of the Main
Market of Bursa Securities .
Upon completion of the Proposed Distribution and Delisting, the Board intends to sell the
remaining assets of ABRIC and voluntarily wind-up ABRIC. Shareholders of ABRIC will
then hold unlisted ABRIC Shares until the completion of the winding-up process and be
entitled to a further cash distribution arising from the recoverability of the remaining assets
including unutilised cash balance (net of liabilities) on a pro-rata basis
The Proposed Distribution and Delisting is subject to the following being obtained:
(i)
(ii)
(iii)
(iv)
ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)
abric.com
32
The Company
2015
2014
RM
RM
39,131,059
39,131,059
39,963,658
39,131,059
41,988,061
41,516,007
The determination of realised and unrealised profits is compiled based on Guidance of Special
Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of
Disclosure Pursuant to Bursa Securities Listing Requirements, issued by the Malaysian Institute of
Accountants on 20 December 2010.
The disclosure of realised and unrealised profits above is solely for the purposes of complying with
the disclosure requirements stipulated in the directive of Bursa Securities and should not be
applied for any other purposes.
78
113 ANNUAL REPORT 2015
(a)
32
The Company
2015
2014
RM
RM
39,131,059
39,131,059
39,963,658
39,131,059
41,988,061
41,516,007
The determination of realised and unrealised profits is compiled based on Guidance of Special
Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of
Disclosure Pursuant to Bursa Securities Listing Requirements, issued by the Malaysian Institute of
Accountants on 20 December 2010.
The disclosure of realised and unrealised profits above is solely for the purposes of complying with
the disclosure requirements stipulated in the directive of Bursa Securities and should not be
applied for any other purposes.
78
abric.com
Statement by Directors
The Directors of Abric Berhad state that, in their opinion, the accompanying financial statements
on pages 42 to 114 are drawn up in accordance with Malaysian Financial Reporting Standards,
International Financial Reporting Standards and the provisions of the Companies Act, 1965 in
Malaysia so as to give a true and fair view of the financial position of the Group and of the
Company as of 31 December 2015 and of the financial performance and the cash flows of the
Group and of the Company for the year ended on that date.
The supplementary information set out in Note 32, which is not part of the financial statements,
is prepared in all material aspects, in accordance with the Guidance on Special Matter No.
1 Determination of Realised and Unrealised Profits and 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 in accordance with a resolution of the Directors,
Statutory Declaration
I, Dato Ong Eng Lock, the Director primarily responsible for the financial management of Abric
Berhad, do solemnly and sincerely declare that the accompanying financial statements are, in
my opinion, correct and I make this solemn declaration conscientiously believing the same to be
true, and by virtue of the provisions of the Statutory Declarations Act, 1960.
DATO ONG ENG LOCK, JP
Subscribed and solemnly declared by the abovenamed Dato Ong Eng Lock, at Kuala Lumpur
this 9 March 2016.
Before me
COMMISSIONER FOR OATHS
115 ANNUAL REPORT 2015
abric.com
abric.com
in our opinion, the accounting and other records and the registers required by the Act
to be kept by the Company and by the subsidiary companies of which we have acted as
auditors, have been properly kept in accordance with the provisions of the Act;
(b)
we have considered the financial statements and auditors reports of the subsidiary
companies, of which we have not acted as auditors, as disclosed in Note 16 to the financial
statements;
(c)
we are satisfied that the financial statements of the subsidiary companies that have
been consolidated with the financial statements of the Company are in form and content
appropriate and proper for the purposes of the preparation of the financial statements of
the Group, and we have received satisfactory information and explanations as required by
us for these purposes; and
(d)
the auditors reports on the financial statements of the subsidiary companies did not
contain any qualification or any adverse comment made under Section 174(3) of the Act.
abric.com
PRICEWATERHOUSECOOPERS
(No. AF: 1146)
Chartered Accountants
NG GAN HOOI
(No. 2914/04/17 (J))
Chartered Accountant
Kuala Lumpur
9 March 2016
abric.com
List of Properties
Location
Lot 196803
Hala Jati 12
Kawasan Perindustrian
Taman Meru Off
Jalan Jelapang
30020 Ipoh, Perak
Malaysia
J-8-6, J-8-7,
J-8-8
2 Jalan Solaris
Solaris Mont Kiara
50480 Kuala Lumpur
Malaysia
*
Build-up area
Net Book
Value/
fair value
Description/ Land Area/
Approximate as at 31
Date of
Existing
Build-up
Age of
December Acquisition/
Usage of
Area
Tenure and Building
2015
Date of
Properties
(sq. ft)
Expiry Date
(Years)
(RM)
valuation
Land and
buildings/
Office cum
warehouse/
factory
145,643/
142,000
Leasehold
for 60 years
expiring
on 21 June
2052
25
9,000,000 9 November
2005
Office/
Corporate
office
3,748*
Freehold
2,700,000
30
September
2012
abric.com
The Directors are responsible for ensuring that the Company and the Group keep accounting
records which disclose, with reasonable accuracy, the financial position of the Company and
of the Group and which enable them to ensure that the financial statements comply with the
Act. The Directors have the general responsibility for taking such steps as are reasonably open
to them to safeguard the assets of the Group and to prevent and detect fraud as well as other
irregularities.
OPTIONS, WARRANTS OR CONVERTIBLE SECURITIES
The Company did not issue any Options and Convertible Securities during the financial year
ended 31 December 2015.
During the year, the issued and paid-up ordinary share capital of the Company was increased by
RM11,291,047 by way of allotment and issuance of 37,636,824 new ordinary shares of RM0.30
each from the exercise of ABRIC Warrants 2011/2016. The proceeds arising from the exercise of
these warrants amounted to RM11,291,047.
The Executives Share Option Scheme (ESOS) for eligible employees and Directors (including
Non-Executive Directors) of the Group, which was effective on 4 March 2011, had expired on 3
March 2016.
SHARE BUY-BACK FOR THE FINANCIAL YEAR
There was no share buy-back exercise carried out by the Company for the financial year ended
31 December 2015.
Abric Berhad (187259-W) 120
abric.com
abric.com
Analysis of Shareholdings
as at 7 March 2016
:
:
:
:
:
RM150,000,000
RM42,571,312
Ordinary Shares of RM0.30 each
2,321
One (1) Vote per Ordinary Share
Size of Shareholdings
No. of Shares
22
529
0.000
506
455,871
0.321
1,375
6,387,600
4.501
353
10,896,200
7.680
63
57,355,600
40.418
2,321
66,808,574
47.080
141,904,374
100.000
Direct Interest
Deemed Interest
No. of Shares
No. of Shares
4,679,300
3.297
37,344,774 (1)
26.317
3,899,400
2.747
1,559,700
1.099
1,559,700
1.099
Note:
Deemed Interest through shares held by Abric Capital Sdn Bhd pursuant to Section 6(a)(4) of the Companies
Act, 1965 and shares held by spouse, Datin Tai Mee Yong pursuant to Section 134(12)(c) of the Companies
Act, 1965 as amended under Companies (Amendment) Act, 2007
abric.com
Direct Interest
Deemed Interest
No. of Shares
No. of Shares
34,143,100
24.060
32,665,474
23.019
4,679,300
3.297
4,679,300
3.297
37,344,774
(1)
26.317
32,665,474
(2)
23.019
Note:
(1) Deemed Interest through shares held by Abric Capital Sdn Bhd pursuant to Section 6(a)(4) of the
Companies Act, 1965 and shares held by spouse, Datin Tai Mee Yong pursuant to Section 134(12)(c) of
the Companies Act, 1965 as amended under Companies (Amendment) Act, 2007
(2) Deemed Interest through shares held by Abric Capital Sdn Bhd pursuant to Section 6(a)(4) of the
Companies Act, 1965
Name
No. of Shares
1.
34,143,100
24.060
2.
32,665,474
23.019
3.
Tan Ae Luh
5,030,000
3.544
4.
4,679,300
3.297
5.
4,679,300
3.297
6.
4,323,500
3.046
7.
3,899,400
2.747
8.
2,678,700
1.887
9.
2,167,800
1.527
10.
2,000,000
1.409
11.
1,784,300
1.257
12.
1,559,700
1.099
abric.com
No.
Name
No. of Shares
13.
1,559,700
1.099
14.
1,474,000
1.038
15.
1,300,000
0.916
16.
Lim Yu Jin
1,258,100
0.886
17.
1,251,900
0.882
18.
1,067,000
0.751
19.
966,000
0.680
20.
910,000
0.641
21.
900,000
0.634
22.
815,000
0.574
23.
764,000
0.538
24.
700,000
0.493
25.
691,100
0.487
26.
670,100
0.472
27.
650,000
0.458
28.
514,000
0.362
29.
505,000
0.355
30.
500,000
0.352
116,106,474
81.807
Total
abric.com
No. of Warrants
12
500
0.007
68
43,576
0.653
169
73
329
639,350
9.579
2,436,950
36.512
604,500
9.057
2,949,500
44.192
6,674,376
100.000
Direct Interest
Deemed Interest
No. of
Warrants
No. of
Warrants
abric.com
Name
No. of Shares
1.
1,625,000
24.346
2.
3.
950,000
14.233
374,500
5.611
4.
173,900
2.605
5.
170,400
2.553
6.
132,200
1.980
7.
128,000
1.917
8.
100,000
1.498
9.
100,000
1.498
10.
100,000
1.498
11.
100,000
1.498
12.
100,000
1.498
13.
91,000
1.363
14.
73,500
1.101
15.
70,000
1.048
16.
Ng Khai Fook
70,000
1.048
17.
Tan Tian Fu
64,300
0.963
18.
56,300
0.843
19.
Chew Po Li
50,800
0.761
20.
50,000
0.749
21.
Ker Aa Tin
50,000
0.749
22.
50,000
0.749
abric.com
No.
Name
No. of Shares
23.
50,000
0.749
24.
43,100
0.645
25.
42,250
0.633
26.
41,100
0.615
27.
40,000
0.599
28.
40,000
0.599
29.
40,000
0.599
30.
36,900
0.552
5,013,250
75.100
Total
abric.com
2.
[Resolution 1]
3.
To re-elect Dato Ong Eng Lock who retires under Article 99 of the
Companys Articles of Association.
[Resolution 2]
4.
[Resolution 3]
5.
[Resolution 4]
AS SPECIAL BUSINESS
To consider and if thought fit, to pass the following resolutions, with or
without modifications, as Ordinary Resolutions of the Company:6.
ORDINARY RESOLUTION I
AUTHORITY UNDER SECTION 132D OF THE COMPANIES ACT, 1965
[Please refer to
FOR THE DIRECTORS TO ISSUE SHARES
Explanatory Note 2]
THAT subject always to the Companies Act 1965, the Articles of
Association of the Company, the Main Market Listing Requirements
of Bursa Malaysia Securities Berhad (Bursa Securities) and the
approvals of the relevant governmental/regulatory authorities, the
Directors be and are hereby empowered, pursuant to Section 132D
of the Companies Act 1965, to issue shares in the Company from
time to time at such price, upon such terms and conditions, and for
such purposes as the Directors may in their absolute discretion deem
fit provided that the aggregate number of shares issued pursuant
[Resolution 5]
abric.com
to this Resolution does not exceed 10% of the nominal value of the
issued and paid-up share capital (excluding treasury shares) of the
Company for the time being AND THAT the Directors be and are also
empowered to obtain the approval from Bursa Securities for the
listing of and quotation for the additional shares so issued on the
Bursa Securities AND FURTHER THAT such authority shall continue
in force until the conclusion of the next Annual General Meeting of
the Company.
7.
ORDINARY RESOLUTION II
CONTINUATION IN OFFICE AS INDEPENDENT NON-EXECUTIVE
[Please refer to
DIRECTOR
Explanatory Note 3]
THAT approval be and is hereby given to Ir Hon Hin See who has
served as an Independent Non-Executive Director of the Company
for a cumulative term of more than nine years, to continue to act as
an Independent Non-Executive Director of the Company.
8.
[Resolution 6]
To transact any other business of which due notice have been given.
A member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy/
proxies to attend and vote in his stead. A proxy need not be a member of the Company and Section
149(1)(b) of the Companies Act, 1965 shall not apply to the Company. A member who appoints more
than one proxy shall specify the proportion of his shareholdings to be represented by each proxy.
Where a member of the company is an authorised nominee as defined under the Securities Industry
(Central Depositories) Act 1991 (Central Depositories Act), it may appoint at least one proxy in respect
of each securities account it holds with ordinary shares of the company standing to the credit of the said
securities account.
abric.com
Where a member of the Company is an exempt authorised nominee as defined under the Central
Depositories Act which holds ordinary shares in the Company for multiple beneficial owners in one (1)
securities account (omnibus account), there is no limit to the number of proxies which the exempt
authorised nominee may appoint in respect of each omnibus account it holds.
The instrument appointing a proxy shall be in writing and in the case of an individual shall be signed by
the appointer or by his attorney and in the case of a corporation shall be either under the Common Seal
or signed by its attorney or by an officer on behalf of the corporation.
The instrument appointing a proxy must be deposited at the Registered Office of the Company situated
at Unit 30-01, Level 30, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi,
59200 Kuala Lumpur not less than forty-eight (48) hours before the time appointed for the meeting or
any adjournment thereof, and in default, the instrument of proxy shall not be treated as valid.
Only members whose names appear in the Record of Depositors as at 30 March 2016 will be entitled
to attend, speak and vote at the meeting or appoint proxy(ies) to attend, speak and/or vote on their
behalf.
ii.
EXPLANATORY NOTES
1.
This item is meant for discussion only as the provision of Section 169(1) of the Companies Act,
1965 does not require a formal approval of the shareholders for the Audited Financial Statements.
Hence, this Agenda is not put forward for voting.
2.
The Ordinary Resolution proposed under Resolution 5 is the renewal of the mandate obtained
from the members at the last Annual General Meeting (the previous mandate). The previous
mandate was not utilised and accordingly no proceeds were raised.
The Ordinary Resolution proposed under Resolution 5, if passed, would provide flexibility to the
Directors to undertake fund raising activities, including but not limited to placement of shares
for the purpose of funding the Companys future investment project(s), working capital and/
or acquisition(s), by the issuance of shares in the Company to such persons at any time as the
Directors may deem fit provided that the aggregate number of shares issued pursuant to the
mandate does not exceed 10% of the nominal value of the issued and paid-up share capital
(excluding treasury shares) of the Company for the time being, without having to convene a
general meeting. This authority, unless revoked or varied by the Company in a general meeting
will expire at the conclusion of the next Annual General Meeting of the Company.
abric.com
3.
Pursuant to the Malaysian Code on Corporate Governance 2012, the Board has undertaken
independence assessment on Ir Hon Hin See who has served as Independent Non-Executive
Director of the Company for a cumulative term of more than nine (9) years at the forthcoming
Twenty-Sixth Annual General Meeting, and recommended him to continue act as Independent
Non-Executive Director of the Company.
Ir Hon Hin See fulfills the criteria of Independent Non-Executive Director pursuant to the Main
Market Listing Requirements of Bursa Securities. Although having served the Company for
a cumulative term of more than nine (9) years, he has remained objective and independent in
expressing his views and in participating in deliberations and decision making of the Board and
Board Committees. The length of his services on the Board does not in any way interfere with his
exercise of independent judgment and ability to act in the best interests of the Company.
The Ordinary Resolution proposed under Resolution 6 if passed, enable Ir Hon Hin See to continue
to act as Independent Non-Executive Director of the Company.
FORM OF PROXY
of Contact No.
being a member/members of ABRIC BERHAD hereby appoint
NRIC No. of
or failing whom, NRIC No.
of
or failing him, the Chairman of the Meeting as my/our proxy to vote for me/us and on my/our behalf, at the TwentySixth Annual General Meeting of the Company to be held at Dewan Tan Sri Hamzah, Royal Selangor Club, Kiara
Sports Annex, Jalan Bukit Kiara, O Jalan Damansara, 60000 Kuala Lumpur on Wednesday, 6 April 2016 at 10.00
a.m. and at any adjournment thereof, on the following resolutions referred to in the Notice of the Twenty-Sixth
Annual General Meeting.
Resolutions
Agenda
*For
*Against
ORDINARY BUSINESS
1.
To approve the payment of Directors fees for the financial year ended 31
December 2015.
2.
To re-elect Dato Ong Eng Lock who retires under Article 99 of the Companys
Articles of Association.
3.
To re-elect Soong Chee Keong who retires under Article 99 of the Companys
Articles of Association.
4.
AS SPECIAL BUSINESS
5.
6.
(*Please indicate with an X in the space provided above how you wish your vote to be cast. If no instruction as to voting is
given, the proxy will vote or abstain from voting at his/her discretion.)
Dated this
day of
2016.
Notes:1. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy/proxies to attend and vote in
his stead. A proxy need not be a member of the Company and Section 149(1)(b) of the Companies Act, 1965 shall not apply to the
Company. A member who appoints more than one proxy shall specify the proportion of his shareholdings to be represented by each
proxy.
2. Where a member of the company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991
(Central Depositories Act), it may appoint at least one proxy in respect of each securities account it holds with ordinary shares of the
company standing to the credit of the said securities account.
3. Where a member of the Company is an exempt authorised nominee as defined under the Central Depositories Act which holds ordinary
shares in the Company for multiple beneficial owners in one (1) securities account (omnibus account), there is no limit to the number
of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.
4. The instrument appointing a proxy shall be in writing and in the case of an individual shall be signed by the appointer or by his attorney
and in the case of a corporation shall be either under the Common Seal or signed by its attorney or by an officer on behalf of the
corporation.
5. The instrument appointing a proxy must be deposited at the Registered Office of the Company situated at Unit 30-01, Level 30, Tower A,
Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur not less than forty-eight (48) hours before
the time appointed for the meeting or any adjournment thereof, and in default, the instrument of proxy shall not be treated as valid.
6. Only members whose names appear in the Record of Depositors as at 30 March 2016 will be entitled to attend, speak and vote at the
meeting or appoint proxy(ies) to attend, speak and/or vote on their behalf.
AFFIX
STAMP
HERE
Registered Office
ABRIC BERHAD
Annual Report
www.abric.com
(187259-W)
2015