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ABRIC BERHAD

Annual Report

www.abric.com
(187259-W)

2015

Annual Report 2015

CONTENTS
Letter to Shareholders

Five-Year Group Financial Highlights

Financial Calendar

Corporate Information

Board of Directors Prole

Statement on Corporate Governance

Audit Committee Report

22

Statement on Risk Management and Internal Control

28

Statement on Risk Management

31

Corporate Social Responsibility

34

Directors Report

35

Statements of Prot or Loss

42

Statements of Comprehensive Income

44

Statements of Financial Position

46

Statements of Changes in Equity

48

Statements of Cash Flows

51

Notes to the Financial Statements

55

Supplementary Information Disclosure on Realised and


Unrealised Prots/(Losses)

114

Statement by Directors

115

Statutory Declaration

115

Independent Auditors Report

116

List of Properties

119

Additional Compliance Information

120

Analysis of Shareholdings

122

Analysis of Warrant Holdings

125

Notice of Twenty-Sixth Annual General Meeting

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

ANNUAL REPORT 2015

abric.com

Five-Year Group Financial Highlights


Year Ended 31 December
2015

2014

2013

2012

2011

1,288

1,132

1,010

74,611

70,598

70,798

79,503

OPERATING RESULTS (RM000)


Revenue
- continuing operations
- discontinued operations
Profit/(Loss) before taxation from
continuing operations

(6,643)

(3,463)

1,901

3,808

6,325

Profit/(Loss) after taxation from


continuing operations

(5,901)

(4,239)

1,781

3,663

6,138

Profit/(Loss) from discontinued


operations

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

Equity attributable to the owners of


the Company

88,003

77,865

50,010

45,930

45,268

Profit/(Loss) for the year


EBITDA
Net profit/(loss) attributable to
owners of the Company

(591)

(758)

KEY BALANCE SHEET DATA (RM000)


Total assets
Total borrowings

SHARE INFORMATION (SEN)


Basic earnings per share

(1.45)

69.78

1.36

2.58

5.20

Net assets per share

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

FINANCIAL RATIO (TIMES)


Gearing
Price earning

Abric Berhad (187259-W)

abric.com

Financial Calendar
FINANCIAL YEAR 2015

6 January 2015

Additional listing announcement Conversion of Warrants to Ordinary


Shares

12 January 2015

Additional listing announcement Conversion of Warrants to Ordinary


Shares

14 January 2015

Practice Note 16 monthly announcement

15 January 2015

Additional listing announcement Conversion of Warrants to Ordinary


Shares

16 January 2015

Announcement on sale and purchase agreement in relation to the


acquisition of all that individual parcel unit no. 41-18, Level 41,
measuring approximately 2,917 square feet, comprised in a 45-storey
commercial building with 2-storey basement carparks comprising of
offices, retail units and car park levels known as Q Sentral (Property)

19 January 2015

Additional listing announcement Conversion of Warrants to Ordinary


Shares

27 January 2015

Additional listing announcement Conversion of Warrants to Ordinary


Shares

27 February 2015

Quarterly report on consolidated results for the financial period ended


31/12/2014

27 February 2015

Practice Note 16 monthly announcement

13 March 2015

Practice Note 16 monthly announcement

20 March 2015

Change of address

2 April 2015

Announcement on the Full Completion of the Proposed Disposal of the


entire core business of Abric

14 April 2015

Practice Note 16 monthly announcement

30 April 2015

Annual Audited Accounts - 31 December 2014

22 May 2015

Quarterly report on consolidated results for the financial period ended


31/3/2015

22 May 2015

Practice Note 16 monthly announcement

28 May 2015

Notice of meeting on 25th Annual General Meeting

29 May 2015

Announcement on Annual Report 2014

12 June 2015

Practice Note 16 monthly announcement

26 June 2015

Outcome of meeting on 25th Annual General Meeting

7 July 2015

Announcement on the completion of the acquisition of the Property

14 July 2015

Practice Note 16 monthly announcement

ANNUAL REPORT 2015

abric.com

FINANCIAL YEAR 2015


21 August 2015

Practice Note 16 monthly announcement

21 August 2015

Quarterly report on consolidated results for the financial period ended


30/6/2015

14 September 2015

Practice Note 16 monthly announcement

17 September 2015

Change of registered address

15 October 2015

Practice Note 16 monthly announcement

11 November 2015

Application for extension of time to submit regularisation plan to the


Securities Commission pursuant to Paragraph 8.03 and Practice Note 16
of the Main Market Listing Requirements of Bursa Malaysia Securities
Berhad

24 November 2015

Quarterly report on consolidated results for the financial period ended


30/9/2015

24 November 2015

Practice Note 16 monthly announcement

24 November 2015

Change of Registrar

24 November 2015

Change in Principal Officer

1 December 2015

Appointment of Adviser for the Proposed Regularisation Plan

2 December 2015

Extension of time to submit regularisation plan to the Securities


Commission granted by Bursa Malaysia Securities Berhad

14 December 2015

Practice Note 16 monthly announcement

Abric Berhad (187259-W)

abric.com

Corporate Information

BOARD OF DIRECTORS
DATO ONG ENG LOCK, JP
Executive Chairman

IR. HON HIN SEE


Independent Non-Executive Director

ADELINE ONG YING HWEY


Chief Executive Officer

SOONG CHEE KEONG


Independent Non-Executive Director

CAROLINE ONG XING HWEY


Executive Director

BRIAN ONG ZHONG HWEY


Non-Independent Non-Executive Director

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

RISK MANAGEMENT COMMITTEE


Chairman
Ir. Hon Hin See
Members
Adeline Ong Ying Hwey
Caroline Ong Xing Hwey

ANNUAL REPORT 2015

OPTION COMMITTEE
Chairman
Soong Chee Keong

abric.com

COMPANY SECRETARY

LEGAL ADVISERS

Kuan Hui Fang MIA 16876


Joanne Toh Joo Ann LS 0008574

Foong & Partners


In Association with WongPartnership LLP
13-1 Menara 1MK
Kompleks 1 Mont Kiara
No 1 Jalan Kiara
Mont Kiara
50480 Kuala Lumpur, Malaysia
Tel : +603 6419 0822
Fax : +603 6419 0823

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

STOCK EXCHANGE LISTING


Main Market of Bursa Malaysia Securities Berhad
Listed Since
: 11 January 1999
Stock Code
: 7061
Stock Name
: ABRIC
Warrant Code : 7061WB
Warrant Name : ABRIC-WB

REGISTRAR

WEBSITE

Unit 32-01, Level 32, Tower A


Vertical Business Suite, Avenue 3
Bangsar South
No. 8, Jalan Kerinchi
59200 Kuala Lumpur
Tel : +603 2783 9299
Fax : +603 2783 9222

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

Board of Directors Profile


DATO ONG ENG LOCK, JP
Executive Chairman
58 years of age
Malaysian

Dato Ong Eng Lock, is the founder of ABRIC. He started his


sales and marketing career at the industrial consumables
and equipment division of Gadelius Sdn. Bhd., a Swedish
multinational company. He subsequently joined United
Engineers (M) Bhd as a Project Manager, where he was involved
in turn-key engineering projects and services for the plantation
and oil & gas industries. In 1983, Dato Ong successfully
patented a plastic security seal, which remains one of the bestselling seals in the world today. Dato Ong holds an MBA from
the UK and is a Fellow of the Chartered Management Institute.
The spouse of Dato Ong is indirectly a major shareholder of
ABRIC Berhad via ABRIC Capital Sdn. Bhd. pursuant to Section
6A of the Companies Act, 1965. The children of Dato Ong,
Adeline Ong Ying Hwey, Brian Ong Zhong Hwey and Caroline
Ong Xing Hwey are directors of ABRIC Berhad. Dato Ong does
not have any directorship in other public listed companies.

ADELINE ONG YING HWEY


Chief Executive Officer
35 years of age
Malaysian

Adeline Ong Ying Hwey was appointed to the Board on 16 April


2007. She holds both B.A. and MEng degrees in Manufacturing
Engineering from Cambridge University. She also holds a
MA from Cambridge University and has obtained the ACCA
Certified Diploma in Accounting and Finance. She started her
career in 2002 when she joined Citibank Malaysia. Adeline is
the daughter of Dato Ong Eng Lock, the Executive Chairman
of ABRIC Berhad and a sibling of Brian Ong Zhong Hwey and
Caroline Ong Xing Hwey, both directors of the Company. Adeline
does not have any directorship in other public listed companies.

CAROLINE ONG XING HWEY


Executive Director
28 years of age
Malaysian

Caroline Ong Xing Hwey was appointed to the Board on 1 March


2012 as the alternate director of Brian Ong Zhong Hwey. On 19
August 2014, Caroline was appointed as Executive Director.
Caroline graduated with a B.A. (cum laude) from the University
of Pennsylvania where she majored in Economics and minored
in East Asian Area Studies. She later completed an MBA at the
Sad Business School, Oxford University on a Sad Business
Foundation scholarship. Caroline started her career as an analyst
at Accenture, advising government-linked companies including
Celcom Axiata Berhad and Malaysia Airlines System Berhad on
Customer Relationship Management practices, before joining
ABRIC in 2012 as a Business Development Manager. She is
the daughter of Dato Ong Eng Lock, the Executive Chairman
of ABRIC Berhad, and a sibling of Adeline Ong Ying Hwey and
Brian Ong Zhong Hwey, both directors of the Company. Caroline
does not have any directorship in other public listed companies.

ANNUAL REPORT 2015

abric.com

IR. HON HIN SEE


Independent Non-Executive
Director
57 years of age
Malaysian

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.

SOONG CHEE KEONG


Independent Non-Executive
Director
46 years of age
Malaysian

Soong Chee Keong joined ABRIC in February 1999 as General


Manager of Corporate Finance and was subsequently appointed
to the Board on 16 February 2000 as Executive Director. On 1
May 2007, Soong was redesignated from Executive Director
to Non-Independent Non-Executive Director. He was further
redesignated to Independent Non-Executive Director on 2 May
2009. Soong started his career in financial audit in 1993 at BDO
Binder. In 1995, he joined the Corporate Finance Department
of Bumiputra Merchant Bankers Berhad and was involved
in advising on mergers and acquisitions, initial public offers,
equity restructuring and project feasibility studies. He is a fellow
member of the Association of Chartered Certified Accountant
(ACCA) and a member of the Malaysia Institute of Accountants
(MIA). Soong also sits on the Board of Century Logistics Holdings
Berhad and Taliworks Corporation Berhad.

BRIAN ONG ZHONG HWEY


Non-Independent NonExecutive Director
33 years of age
Malaysian

Brian Ong Zhong Hwey was appointed to the Board on 1 March


2012. Brian graduated with a B.A. (cum laude, distinction
in major) in Economics and International Studies from Yale
University and holds a M.Sc. in Management Science and
Engineering from Stanford University. He served on the
Yale Deans Advisory Committee and was the co-founder
of Captology.tv at Stanford. He previously worked for Dr. KS
Jomo, United Nation Assistant Secretary-General for Economic
Development. Brian is currently based in Shanghai, where he
runs Bon Day!, an Internet startup backed by two founding
members of Tencent. Brian is the son of Dato Ong Eng Lock, the
Executive Chairman of ABRIC Berhad, and a sibling of Adeline
Ong Ying Hwey and Caroline Ong Xing Hwey, both directors of
the Company. Brian does not have any directorship in other
public listed companies.

Abric Berhad (187259-W)

abric.com

Statement on Corporate Governance


The Board of ABRIC recognises the need to maintain high standards of corporate governance and
strives to achieve this objective by enhancing shareholders value with corporate accountability
and transparency. Thus the Board is committed to ensure that the corporate governance is in
line with the principles and recommendations of the Malaysian Code on Corporate Governance
2012 (the Code). Set out herewith are the Corporate Governance principles and practices that
were applied during the financial year ended 31 December 2015.
Principle 1 - Establish Clear Roles and Responsibilities of the Board and Management
1.1

Clear Functions of the Board and Management

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.

ANNUAL REPORT 2015

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

corporate plans and programmes;


annual budgets, including major capital commitments;
new ventures;
material acquisitions and disposals of undertakings and properties; and
changes to the management and control structure within the Company and its
subsidiaries, including key policies.

Clear Roles and Responsibilities


To assist in the discharge of its stewardship role, the Board has established the following
Committees:



Audit Committee
Nominating Committee
Remuneration Committee
Risk Management Committee

refer to pages 22 to 27 of this Annual Report


refer to pages 12 to 13 of this Annual Report
refer to pages 13 to 14 of this Annual Report
refer to pages 31 to 33 of this Annual Report

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

Code of Ethics and Conduct

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.

Abric Berhad (187259-W)

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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

Access to Information and Advice

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

ANNUAL REPORT 2015

abric.com

Principle 2 - Strengthen Composition of the Board


2.1

Nomination Committee

The Nomination Committee comprises two (2) Independent Non-Executive Directors. The
members of the Nomination Committee are:

Ir. Hon Hin See - Chairman


Soong Chee Keong - Member

The duties and responsibilities of the Nomination Committee are as follows:(a)

To formulate the nomination, selection and succession policies/criteria for the Chief
Executive Officer, members of the Board and Board Committees.

(b)

To recommend to the Board suitable candidates for directorships to be filled by the


shareholders or the Board. To formulate and implement a transparent procedure
for proposing new candidates to the Board and Board Committees.

(c)

In making its recommendations to consider the candidates character, skills,


knowledge, expertise and experience, professionalism, integrity, competencies,
commitment, contribution and time to effectively discharge his/her role, in the
case of candidates for the position of independent directors, the candidates ability
to discharge such responsibilities/function as are expected from independent
directors.

(d)

To formulate the criteria to assess the independence of the independent directors.

(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)

To assist the Board in nominating the membership of other Board Committee


members.

(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)

To recommend to the Board to justify and seek shareholders approval where an


Independent Director is retained as an independent director after his tenure has
exceeded a cumulative term of nine (9) years.

Abric Berhad (187259-W)

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abric.com

(i)

To review Board balance including the participation of Non-Executive and


Independent Directors on Board, and to determine if additional Board members are
required.

(j)

To facilitate Board induction, determine appropriate training and orientation needs


for Directors.

(k)

To ensure an appropriate framework and plan for Board Succession.

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.

There was no new appointment of Director during the financial year.

2.2

Remuneration Committee

The Remuneration Committee consists of two (2) Independent Non-Executive Directors


and one (1) Executive Director. The members of the Remuneration Committee are:


Soong Chee Keong - Chairman


Dato Ong Eng Lock - Member
Ir. Hon Hin See - Member

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.

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ANNUAL REPORT 2015

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

50,000 and below

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.

Abric Berhad (187259-W)

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abric.com

Principle 3 - Reinforce Independence of the Board



3.1 Annual Assessment of Independence

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

Tenure of Independent Directors

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

Shareholders Approval for the Re-appointment of Non-Executive Directors

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

Separation of Positions of the Chairman and Chief Executive Officer

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.

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ANNUAL REPORT 2015

abric.com

3.4

Composition of the Board

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.

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Principle 4 - Foster Commitment of Directors



4.1 Time commitment

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

Dato Ong Eng Lock

5 out of 5

100%

Adeline Ong Ying Hwey

4 out of 5

80%

Caroline Ong Xing Hwey

3 out of 5

60%

Ir. Hon Hin See

5 out of 5

100%

Soong Chee Keong

5 out of 5

100%

Brian Ong Zhong Hwey

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.

To facilitate the Directors scheduling, an annual meeting calendar is prepared and


circulated to them before the beginning of every year. It provides the scheduled dates for
meetings of the Board, Board Committees, and the Annual General Meeting.

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.

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Details of training attended by Directors during the financial year ended 31 December
2015 are shown below:
Training/Conference/Seminar/Workshop

Date

Private Equity forum

16 March 2015

Audit Oversight Board: Conversation with Audit Committees

7 May 2015

PN 16 Company : Disclosure of Material Information

22 May 2015

Board Chairman Series Part 2: Leadership Excellence from the


Chair

28 July 2015

CG Breakfast Series with Directors: Bringing the Best Out in


Boardrooms

31 July 2015

CG Breakfast Series with Directors: How to Maximise Internal


Audit

9 September 2015

CG Breakfast Series with Directors: Future of Auditor Reporting


The Game Changer for Boardroom

2 November 2015

Deloitte TaxMax the 41st Series Seminar

4 November 2015

Principle 5 - Uphold Integrity in Financial Reporting by the Company

It is the Boards commitment to present a balanced and meaningful assessment of the


Groups financial performance and prospects at the end of each reporting period and
financial year, primarily through the quarterly announcement of Groups results to Bursa,
the annual financial statements of the Group and Company as well as the Report of the
Board of Directors and review of the Groups operations in the Annual Report, where
relevant.

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.
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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:






Calibre of the external audit firm


Quality processes/performance
Audit team
Independence and objectivity
Audit scope and planning
Audit fees
Audit communications

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.

In addition to the assessment conducted by the Audit Committee, a separate assessment


on the external auditors was conducted by Management.

Principle 6 - Recognise and Manage Risks of the Group


6.1

Sound Framework to Manage Risks

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.

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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

Internal Audit Function

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.

Principle 7 - Ensure Timely and High Quality Disclosure



The Group communicates regularly with shareholders and investors through the Annual Report,
Quarterly Financial Reports, and various announcements made through the Groups Corporate
Website.
The Annual Report is the key channel of communication with shareholders and investors, which
incorporates comprehensive and sufficient details about financial results, and activities of the
Group throughout the year. As part of cost-saving initiatives and in support of the Governments
effort to increase IT awareness among members of the public, the Group has initiated Annual
Report in CD format to shareholders since year 2008. Notice of the AGM and other information
is distributed together with the CD to shareholders. Notwithstanding that, shareholders may
also request for printed copies of the Annual Report. The Annual Report is also made available
on the Groups website.
The Groups Corporate Website at www.abric.com makes available latest information about the
Group for the benefit of the shareholders and investors as well as members of the public.

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Principle 8 - Strengthen Relationship Between the Company and its Shareholders


8.1

Shareholder Participation at General Meeting


The Annual General Meeting (AGM), which is the principal forum for shareholder
dialogue, allows shareholders to review the Groups performance via the Companys
Annual Report and pose questions to the Board for clarification. At the AGM, shareholders
participate in deliberating resolutions being proposed or on the Groups operations in
general. At the last AGM, a question & answer session was held where the Chairman of
the meeting invited shareholders to raise questions with responses from the Board and
Senior Management.

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

Communication and Engagement with Shareholders and Prospective Investors

The Board recognises the importance of being transparent and accountable to


the Companys shareholders and prospective investors. The various channels of
communications are through meetings with institutional shareholders and investment
communities, quarterly announcements on financial results to Bursa, relevant
announcements and circulars, when necessary, the Annual and Extraordinary General
Meetings.

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.
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Audit Committee Report


1.

COMPOSITION OF AUDIT COMMITTEE


Name of Director

Designation

Ir. Hon Hin See

Chairman of Audit Committee


Independent Non-Executive Director

Soong Chee Keong

Independent Non-Executive Director

Brian Ong Zhong Hwey

Non Independent Non-Executive Director

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

Composition of Audit Committee

The Audit Committee shall be appointed amongst the Board of Directors and shall:
(a)
(b)
(c)

Consist of not less than three (3) members;


All members must be Non-Executive Directors, with a majority of them being
Independent Directors; and
At least one (1) member of the Committee must be the member of MIA
or such other qualifications or experience as approved by Bursa Malaysia
Securities Berhad.

The Chairman of the Audit Committee shall be an Independent Director.

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

Authority and Duties


(a)

The Committee is authorised to investigate any activities within its terms of


reference and shall have unrestricted access to both the Internal and External
Auditors and to all employees of the Group. The Committee is also authorised
by the Board to obtain external legal or other independent professional
advice as necessary.
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(b)

To review:

The quarerly results and year end financial statements, prior to


approval by the Board of Directors, focusing particularly on:
(i)
(ii)
(iii)

23

Changes in or implementation of major accounting policy changes;


Significant and unusual events; and
Compliance with accounting standards and other legal requirements;

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)

Recommend the nomination of a person or persons as External Auditors.

(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.

In order to form a quorum in respect of a meeting of an Audit Committee, the


majority of the members present must be Independent Directors. Any questions
arising at any meeting shall be decided by a majority of votes and in case of equality
of votes, the Chairman shall have a second or casting vote.

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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.

Except in the case of an emergency, reasonable notice of every meeting shall be


given in writing and the notice of each meeting shall be served to any member
entitled personally or by sending it via fax or through post or by courier or by email
to such member to his registered address as appearing in the Register of Directors,
as the case may be.

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

Ir. Hon Hin See

5 out of 5

100%

Soong Chee Keong

5 out of 5

100%

Brian Ong Zhong Hwey

5 out of 5

100%

In addition to the Committee members, representatives of the Management, Internal and


External Auditors attended the meetings at the invitation of the Committee.

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.

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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

Reviewed the Groups quarterly results before recommending to the Board


for their approval and release of the Groups results to the Bursa Securities
focusing on the following areas, where relevant:
-
-
-
-

4.2

Reviewed the audited financial statements of ABRIC Berhad and its


subsidiaries with the External Auditor before recommending to the Board for
their approval.
In the review of the annual financial statements, the Committee discussed
with the Management and the External Auditor regarding the accounting
policies and standards that were applied and their judgement of the items
that may affect the financial statements.

External Audit

25

Listing Requirements of Bursa Securities;


Provisions of the Companies Act, 1965;
Applicable approved accounting standards; and
Other legal and regulatory requirement.

Reviewed with the External Auditors their Audit Planning Memorandum


covering the audit objectives and approach, current developments, key audit
areas, consideration of fraud, internal control, independent policies and
procedures and recent technical pronouncements and regulations.

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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

Reviewed and deliberated audit reports and follow-up reports prepared by


the Internal Auditors.
Reviewed the recommendations by the Internal Auditor and appraised the
adequacy and effectiveness of Management response in resolving the audit
issues reported.

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.

INTERNAL AUDIT FUNCTION

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.

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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

Compliance with the provisions of Paragraph 8.03 of the


Main Market Listing Requirements of Bursa Malaysia
Securities Berhad

The cost incurred in maintaining the outsourced Internal Audit function for the financial
year ended 31 December 2015 amounted to RM15,000.

6.

STATEMENT IN RELATION TO THE ALLOCATION OF OPTIONS PURSUANT TO ESOS


BY LAWS

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.

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Statement on Risk Management and Internal Control


INTRODUCTION
The Board recognises the importance of maintaining a sound system of internal control in order
to safeguard shareholders investment and the Groups assets.
The Board is pleased to provide the following Statement on Risk Management and Internal
Control: Guidelines for Directors of Listed Issuers which outlines the nature and scope of internal
controls of the Group during the year pursuant to paragraph 15.26(b) of the Main Market Listing
Requirements of Bursa Securities and as guided by the Statement on Risk Management and
Internal Control: Guidelines for Directors of Listed Issuers. To this end, the Board also ensures
that the external auditors review the Statement on Risk Management and Internal Control:
Guidelines for Directors of Listed Issuers and report the results thereof to the Board annually.
BOARDS RESPONSIBILITY
The Board affirms its overall responsibility for the Groups systems of internal control which
includes the establishment of an appropriate control environment and risk management
framework as well as for reviewing the adequacy and integrity of such internal control system.
Due to the limitations that are inherent in any system of internal control, such system put in place
within the Group can only manage risks to an acceptable level rather than eliminate the risk of
failure to achieve the business objectives of the Group. Accordingly, such a system of internal
control can only provide reasonable but not absolute assurance against material misstatement
or loss.
RISK MANAGEMENT AND INTERNAL CONTROL STRUCTURE
The Board recognises that risk management is an integral part of the Groups business
operations and that the identification and management of risks will affect the achievement of
the Groups business objectives. During the financial year, the Management assisted the Board
in the implementation of the Boards policies and procedures relating to risk management of
the Group.
The following represents some of the key elements of the Groups risk management and internal
control structure:
(i)

An organisational structure in the Group with formally defined lines of responsibility,


segregation of duties and delegation of authority;

(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;

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(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)

Monthly financial reporting by the subsidiaries to the holding company;

(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.
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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

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Statement on Risk Management


The Group has in place an on-going process of identifying, evaluating and managing the risk
faced by the Group in pursuing its business objectives and strategies throughout the financial
year.
1.

2.

COMPOSITION OF RISK MANAGEMENT COMMITTEE (RMC)


Name of Director

Designation

Ir. Hon Hin See

Chairman of Risk Management Committee


Independent Non-Executive Director

Adeline Ong Ying Hwey

Chief Executive Officer

Caroline Ong Xing Hwey

Executive Director

TERMS OF REFERENCE
2.1

Authority and Duties

The role of the RMC shall be as follows:


(a)
(b)
(c)
(d)
(e)
(f)
(g)

31

Identification of the nature and extent of risks facing the Company;


Evaluation of the likelihood of such risks materialising;
Assessment of Companys ability to reduce the incidence of risks and their
impact on the business;
Delineation of the extent and category of risks acceptable for the company to
bear;
Assessment of the cost of operating particular controls relative to benefits
obtainable in managing the related risks;
Recommendation of actions to the Board of Directors; and
Monitoring the adequacy of risk management framework implemented.

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.

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3.

RISK MANAGEMENT FRAMEWORK

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

Organisation & Management risk


Customer risk
Supplier risk
Information & IT risk
System failure risk

Cash ow/Liquidity risk


Credit risk
Foreign exchange risk
Interest rate risk

Competitor risk
Product & technology risk
Process risk

Economic risk
Political risk
Regulatory risk

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4.

RISK MANAGEMENT PROCESS

The risk management process in place requires Management to comprehensively identify


and assess all types of risks in terms of likelihood and magnitude of impact as well as to
identify and evaluate the adequacy of mechanisms in place to manage, mitigate, avoid or
transfer these risks. The process encompasses assessments and evaluations at business
unit level before being examined on a Group perspective.

5. MEETINGS

33

The RMC held one (1) meeting during the financial year ended 31 December 2015 and all
members attended the meeting.

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Corporate Social Responsibility


The Group is driven by the belief that in pursuit of our business objectives, we need to strike
a balance between profitability and our contribution to the environment and society in which
we operate. With such belief, the Group is committed and uses its best endeavour to integrate
Corporate Social Responsibility (CSR) practices into its day to day business operations.
BUSINESS ENVIRONMENT
The Group recognises the impact of its day to day business on the environment. As such, the
Group is committed by implementing environmentally friendly work processes while raising the
environmental awareness among its staff.
WORKPLACE
We try our utmost to create a conducive and learning organisation to promote growth and
work satisfaction for all our employees. We provide our employees with continuing training
programmes to enhance job performance and career development.
Creating a safe working environment and ensuring adherence to safety practices is also of the
paramount importance to the Group. The Groups Occupational Safety and Health Policy are
implemented to ensure that the safety and health of all employees at the workplace is not
compromised. As part of our commitment to provide a safe workplace, we regularly carry out
health and safety programmes such as fire drills, safety checks on equipment, first aid training,
and building evacuation exercises.
DIVERSITY
The Group currently does not have a policy on diversity of the workforce in terms of gender, age
and ethnicity. However, the Board provides equal opportunity to suitable candidates who has
the skills, experience, competency and other qualities regardless of gender.
The profile of the Groups workforce as at 31 December 2015 are as follows:

AGE
DIVERSITY

36% - 50 & above


18% - 40 to 49
18% - 30 to 39
27% - 20 to 29

ETHNIC
DIVERSITY

9% - Malay
82% - Chinese
9% - Indian

GENDER
DIVERSITY

36% - Male
64% - Female

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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

(Loss)/ Profit for the year

35

ANNUAL REPORT 2015

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.

Abric Berhad (187259-W)

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

ANNUAL REPORT 2015

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

Dato Ong Eng Lock

3,000,000

1,679,300

4,679,300

Ong Ying Hwey, Adeline

2,500,000

1,399,400

3,899,400

Ong Zhong Hwey, Brian

1,000,000

559,700

1,559,700

Ong Xing Hwey, Caroline

1,000,000

559,700

1,559,700

31,226,700

6,118,074

37,344,774*@

Shares in the Company


Registered in name of
Directors

Deemed interest
Dato Ong Eng Lock

No. of warrants
As of
1.1.2015

Acquired

Disposed

As of
31.12.2015

Dato Ong Eng Lock

1,679,300

(1,679,300)

Ong Ying Hwey, Adeline

1,399,400

(1,399,400)

Ong Zhong Hwey, Brian

559,700

(559,700)

Ong Xing Hwey, Caroline

559,700

(559,700)

9,718,074*#

(9,718,074)

Registered in name of
Directors

Deemed interest
Dato Ong Eng Lock

Abric Berhad (187259-W)

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

ANNUAL REPORT 2015

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.

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


(a)

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.

Abric Berhad (187259-W)

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.

DATO ONG ENG LOCK, JP


ONG YING HWEY, ADELINE
DIRECTOR DIRECTOR
Kuala Lumpur
9 March 2016

41

ANNUAL REPORT 2015

abric.com

Statements of Profit or Loss


For the year ended 31 December 2015


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

Fair value adjustments on


investment properties

(4,100,000)

376,902

Gain on disposal of
subsidiary companies

83,071,351

Other operating income

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)

Upkeep of facilities expenses

(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)

Realised loss on foreign


exchange
Fair value loss on forward
contracts
Property, plant and
equipment:
Depreciation

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)

(Loss)/Profit before tax

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

(Loss)/Profit for the


year from continuing
operations

Abric Berhad (187259-W)

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

(Loss)/Profit for the year


Attributable to:
Owners of the Company:
Continued operations
Discontinued operations

(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

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


43

ANNUAL REPORT 2015

abric.com

Statements of Comprehensive Income


For the year ended 31 December 2015


Note

(Loss)/Profit for the year

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

Release of reserves upon


disposal of subsidiary
companies

(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

Items that may be


reclassified subsequently
to profit or loss

Total comprehensive (loss)/


income for the year,
net of tax

Abric Berhad (187259-W)

44

abric.com

The Group


Note

2015

2014

RM

RM

Total comprehensive income attributable to:


Owners of the Company
Continued operations
Discontinued operations

(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

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


45

ANNUAL REPORT 2015

abric.com

Statements of Financial Position


As of 31 December 2015


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

Abric Berhad (187259-W)

46

abric.com


Note

The Group

The Company

2015

2014

2015

2014

RM

RM

RM

RM

EQUITY AND LIABILITIES


Capital and Reserves
Share capital

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

Equity attributable to the


owners of the Company
Non-Current Liabilities
Hire-purchase payables

22

Commodity Murabahah
Term Financing-i
(CMTF-i)

23

2,584,000

Long-term borrowings

24

1,180,809

1,226,724

Deferred tax liabilities

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

Liabilities classified as held


for sale
Total Liabilities
Total Equity and Liabilities

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

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


47

ANNUAL REPORT 2015

Release of reserves upon


disposal of subsidiary
companies

Exchange differences on
translating foreign
operations

Total comprehensive loss for


the year, net of tax

11,291,047

42,155,032

Issuance of shares pursuant


to exercise of warrants

As of 31 December 2015

Transaction with owners of


the Company:

30,863,985

5,442,306

631,522

4,810,784

RM

RM

Adjustment to deferred tax


due to change in tax rate

Other comprehensive
income/(loss):

Loss for the year

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

Statements of Changes in Equity


For the year ended 31 December 2015

Abric Berhad (187259-W)

48

49

ANNUAL REPORT 2015

Exchange differences
on translating foreign
operations

Total comprehensive income


for the year, net of tax

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)

(2,962,813) (9,094,289) (12,057,102)

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

Capital Warrant Revaluation


reserve reserve
reserve

- (2,435,187) (2,010,982)

30,863,985 4,810,784 (5,241,310)

Special dividend in respect


of the year ended 31
December 2014 (Note 29)

As of 31 December 2014

Acquisition of additional
shares from noncontrolling interests

Issuance of shares pursuant


to exercise of warrants

1,148,235

Revaluation reserve arising


from reclassification
of property, plant and
equipment to investment
properties

Transaction with owners of


the Company:

RM

Translation
Share adjustment
premium
account

29,715,750 4,746,554 (3,598,247) 2,010,982

RM

Release of reserves upon


disposal of subsidiary
companies

Other comprehensive
income/(loss):

Profit for the year

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)

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
Special dividend in respect of
financial year ended
31 December 2014 (Note 29)
As of 31 December 2014

(64,230)

30,863,985

4,810,784

766,797

(42,146,032) (42,146,032)
39,131,059

75,572,625

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


Abric Berhad (187259-W)

50

abric.com

Statements of Cash Flows


For the year ended 31 December 2015

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:

- Net loss on disposal


Fair value adjustments on
investment properties
Finance costs
Write back of accruals

4,100,000

(376,902)

263,243

1,718,075

18,557

142,561

(3,144,957)

(3,144,957)

Unrealised loss on foreign exchange

834,094

Allowance for doubtful debts in


respect of trade receivables

534,836

Allowance for slow-moving


inventories

1,603,986

Waiver of debt by subsidiary


companies

(1,506,387)

Income tax (credit)/expense


Interest income
Impairment of investment in
subsidiary companies
Gain on disposal of subsidiary
companies

(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

ANNUAL REPORT 2015

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

Working capital changes:


Inventories

(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

Abric Berhad (187259-W)

52

abric.com

The Group

The Company

2015

2014

2015

2014

RM

RM

RM

RM

Proceeds from borrowings

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)

Finance costs paid

(263,243)

(1,718,075)

(18,557)

(142,561)

Payment of hire-purchase
payables

(107,141)

(1,137,395)

(16,648)

Proceeds from issuance


of shares pursuant to
exercise of warrants

11,291,047

1,148,235

11,291,047

1,148,235

Dividends paid

(42,146,032)

(42,146,032)

Increase in restricted cash

(64,732,675)

(64,732,675)

Net cash used in financing


activities

(102,677,585) (14,287,604)

(97,122,865)

(9,082,726)

NET (DECREASE)/INCREASE
IN CASH AND CASH
EQUIVALENTS

(111,155,667) 110,575,814 (110,885,111) 115,168,271

CASH AND CASH


EQUIVALENTS AT
BEGINNING OF YEAR
Effect of changes in
exchange rates
CASH AND CASH
EQUIVALENTS AT END
OF YEAR
53

ANNUAL REPORT 2015

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

Note (b): Acquisition of non-controlling interest


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

Less: Derecognition of the 40% non-controlling interest

(9,094,289)

Loss arising from the acquisition, recognised in equity

2,962,813

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


Abric Berhad (187259-W)

54

ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)

abric.com

NOTES TO THE FINANCIAL STATEMENTS


Notes
to the Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2015
For the year ended 31 December 2015
1

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.

BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS


The financial statements of the Group and the Company have been prepared in accordance with the
Malaysian Financial Reporting Standards (MFRS), International Financial Reporting Standards and
the requirements of the Companies Act, 1965 in Malaysia.
The financial statements have been prepared under the historical cost convention, as modified by
the fair value measurement of investment properties.
As described in Note 31, the Company had, on 18 January 2016, made an announcement to Bursa
Malaysia on its proposal to undertake a cash distribution of RM0.43 for each ordinary share in the
Company, and thereafter, undertake a delisting from the Official List of the Main Market of Bursa
Malaysia (collectively, Proposed Distribution and Delisting). Upon the completion of the Proposed
Distribution and Delisting, the Board of Directors intends to sell the remaining assets of the
Company and voluntarily wind-up the Company. An extraordinary general meeting will be convened
at a later date to seek for the shareholders approval on the Proposed Distribution and Delisting, and
the Board of Directors expects to complete this exercise by the second half of 2016 upon approval
from the shareholders and the other relevant authorities.
Accordingly, the financial statements have been prepared on a non-going concern basis in view of
the Directors intention to wind up the Company.

20
55

ANNUAL REPORT 2015

ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)

abric.com

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
2

BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS (CONTINUED)


The preparation of financial statements in conformity with MFRS requires the use of certain critical
accounting estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses during the reported period. It also requires Directors to exercise
their judgment in the process of applying the Group and the Companys accounting policies.
Although these estimates and judgment are based on the Directors best knowledge of current
events and actions, actual results may differ. The areas involving a higher degree of judgment or
complexity, or areas where assumptions and estimates are significant to the financial statements are
disclosed in Note 4.
(a)

Standards, amendments to published standards and interpretations that are effective


The new accounting standards, amendments and improvements to published standards and
interpretations that are effective for the Group and the Companys financial year beginning
on or after 1 January 2015 are as follows:
x

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)

Amendments to MFRS 119 Defined Benefits Plans: Employee Contributions

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

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
2

BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS (CONTINUED)


(b)

Standards, amendments to published standards and interpretations to existing standards


that are applicable to the Group and the Company but not yet effective
(i)

Effective for annual periods beginning on or after 1 January 2016


x
x
x
x
x

(ii)

Effective for annual periods beginning on or after 1 January 2018


x
x

(iii)

Amendments to MFRS 11 Accounting for Acquisitions of Interests in Joint


Operations
Amendments to MFRS 116 and MFRS 138 Clarification of Acceptable
Methods of Depreciation and Amortisation
Amendments to MFRS 10 Consolidated Financial Statements & MFRS 128
Investment in associates and joint ventures - Sale or contribution of assets
between an investor and its associates/ joint ventures
Amendments to MFRS 127 Separate Financial Statements - Equity
accounting in separate financial statements
Annual Improvements to MFRSs 2012 - 2015 Cycle (Amendments to MFRS
5 Non-current Assets Held for sale and Discontinued Operations, MFRS 7
Financial Instruments: Disclosures, MFRS 119 Employee Benefits,
MFRS 134 Interim Financial Reporting)

MFRS 15 Revenue
MFRS 9 Financial instruments

Effective for annual periods beginning on or after 1 January 2019


x

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

ANNUAL REPORT 2015

ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)

abric.com

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
2

BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS (CONTINUED)


(b)

Standards, amendments to published standards and interpretations to existing standards


that are applicable to the Group and the Company but not yet effective (continued)
There is now a new expected credit losses model on impairment for all financial assets that
replaces the incurred loss impairment model used in MFRS 139. The expected credit losses
model is forward-looking and eliminates the need for a trigger event to have occurred before
credit losses are recognised.

SIGNIFICANT ACCOUNTING POLICIES


The principal accounting policies applied in the preparation of these consolidated financial
statements are set out below:
(a)

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

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
3

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(a)

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)

Investments in subsidiaries in separate financial statements


In the Companys separate financial statements, investments in subsidiaries are carried at
cost less accumulated impairment losses. On disposal of investments in subsidiaries, the
difference between the disposal proceeds and the carrying amounts of the investments are
recognised in profit or loss.
The amounts due from subsidiaries of which the Company does not expect repayment in the
foreseeable future are considered as part of the Companys investments in the subsidiaries.

(d)

Property, plant and equipment


Property, plant and equipment are stated at cost less accumulated depreciation and
impairment losses. The cost of an item of property, plant and equipment initially recognised
includes its purchase price and any cost that is directly attributable to bringing the asset to
the location and condition necessary for it to be capable of operating in the manner intended
by management. Costs also include borrowing costs that are directly attributable to the
acquisition, construction or production of a qualifying asset (refer to accounting policy Note
3(r) on borrowing costs).
Subsequent costs are included in the assets carrying amount or recognised as a separate
asset, as appropriate, only when it is probable that future economic benefits associated with
the item will flow to the Group and the cost of the item can be measured reliably. The
carrying amount of the replaced part is derecognised. All other repairs and maintenance are
recognised as expenses in profit or loss during the year in which they are incurred.
Gains and losses on disposals are determined by comparing the net disposal proceeds with
the carrying amount and are included in profit or loss.

24
59

ANNUAL REPORT 2015

ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)

abric.com

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
3

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(d)

Property, plant and equipment (continued)


Depreciation of property, plant and equipment, other than freehold land and capital work-inprogress, which are not depreciated, are depreciated on the straight-line method to allocate
the cost or the revalued amounts, to their residual values over their estimated useful lives
summarised as follows:
Freehold buildings and improvements
Long-term leasehold land and buildings

4%
Over the remaining
lease term of 60 years
5% - 20%
10% - 20%
10% - 20%
20% - 25%
20% - 50%

Plant and machinery


Office equipment, furniture and fittings
Leasehold improvements
Motor vehicles
Computer software and equipment

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

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
3

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(e)

Investment properties (continued)


The fair value of investment property reflects, among other things, rental income from
current leases and other assumptions that market participants would make when pricing the
property under current market conditions. The fair value also reflects, on a similar basis, any
cash outflows that could be expected in respect of the property. Some of those outflows are
recognised as a liability, including finance lease liabilities in respect of leasehold land
classified as investment property; others, including contingent rent payments, are not
recognised in the financial statements.
Subsequent expenditure is capitalised to the assets carrying amount only when it is
probable that future economic benefits associated with the expenditure will flow to the Group
and the cost of the item can be measured reliably. All other repairs and maintenance costs
are expensed when incurred. When part of an investment property is replaced, the carrying
amount of the replaced part is derecognised.
Changes in fair values are recognised in profit or loss. Investment properties are
derecognised either when they have been disposed of or when the investment property is
permanently withdrawn from use and no future economic benefit is expected from its
disposal.
Where the Group disposes of a property at fair value in an arms length transaction, the
carrying value immediately prior to the sale is adjusted to the transaction price, and the
adjustment is recorded in profit or loss as a net gain/loss from fair value adjustment on
investment property.
If an item of owner-occupied property becomes an investment property because its use has
changed, any difference resulting between the carrying amount and the fair value of such a
property at the date of transfer is treated in the same way as a revaluation under MFRS 116
Property, Plant and Equipment. Any resulting increase in the carrying amount of the
property is recognised in profit or loss to the extent that it reverses a previous impairment
loss, with any remaining increase credited directly to other comprehensive income in
revaluation surplus reserve. Any resulting decrease in the carrying amount of the property is
initially charged in other comprehensive income against any previously recognised
revaluation surplus reserve, with any remaining decrease charged to profit or loss.

26
61

ANNUAL REPORT 2015

ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)

abric.com

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
3

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(f)

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)

Research and development


Research expenditure is recognised as an expense when incurred. Costs incurred
on development projects (relating to the design and testing of new or improved
products) are recognised as intangible assets when the following criteria are
fulfilled:
x
x
x
x
x
x

it is technically feasible to complete the intangible asset so that it will be


available for use or sale;
management intends to complete the intangible asset and use or sell it;
there is an ability to use or sell the intangible asset;
it can be demonstrated how the intangible asset will generate probable
future economic benefits;
adequate technical, financial and other resources to complete the
development and to use or sell the intangible asset are available; and
the expenditure attributable to the intangible asset during its development
can be reliably measured.

27
Abric Berhad (187259-W)

62

ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)

abric.com

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
3

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(f)

Intangible assets (continued)


(ii)

Research and development (continued)


Other development expenditures that do not meet these criteria are recognised as
an expense when incurred. Development costs previously recognised as an
expense are not recognised as an asset in subsequent period.
Capitalised development costs recognised as intangible assets are amortised from
the point at which the asset is ready for use on a straight-line basis over its useful
life, not exceeding 5 years.

(g)

Impairment of non-financial assets


Assets that have an indefinite useful life, for example goodwill or intangible assets not ready
to use, are not subject to amortisation and are tested annually for impairment. Assets that
are subject to amortisation are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An impairment
loss is recognised for the amount by which the carrying amount of the asset exceeds its
recoverable amount. The recoverable amount is the higher of an assets fair value less
costs to sell and value in use. For the purposes of assessing impairment, assets are
grouped at the lowest levels for which there is separately identifiable cash flows (cashgenerating units). Non-financial assets other than goodwill that suffered an impairment are
reviewed for possible reversal of the impairment at each reporting date.
The impairment loss is charged to profit or loss unless it reverses a previous revaluation in
which case it is charged to the revaluation surplus. Impairment losses on goodwill are not
reversed. In respect of other assets, any subsequent increase in recoverable amount is
recognised in profit or loss unless it reverses an impairment loss on a revalued asset in
which case it is taken to revaluation surplus reserve.

(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

ANNUAL REPORT 2015

ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)

abric.com

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
3

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(h)

Financial assets (continued)


(ii)

Recognition and initial measurement


Regular purchases and sales of financial assets are recognised on the trade-date,
the date on which the Group commits to purchase or sell the asset.

(iii)

Subsequent measurement - gains and losses


Loans and receivables are subsequently carried at amortised cost using the
effective interest method.

(iv)

Subsequent measurement - Impairment of financial assets


Assets carried at amortised cost
The Group assesses at the end of the reporting period whether there is objective
evidence that a financial asset or group of financial assets is impaired. A financial
asset or a group of financial assets is impaired and impairment losses are incurred
only if there is objective evidence of impairment as a result of one or more events
that occurred after the initial recognition of the asset (a loss event) and that loss
event (or events) has an impact on the estimated future cash flows of the financial
asset or group of financial assets that can be reliably estimated.
Evidence of impairment may include indications that the debtors or a group of
debtors is experiencing significant financial difficulty, default or delinquency in
interest or principal payments, the probability that they will enter bankruptcy or other
financial reorganisation, and where observable data indicate that there is a
measurable decrease in the estimated future cash flows, such as changes in
arrears or economic conditions that correlate with defaults.
The amount of the loss is measured as the difference between the assets carrying
amount and the present value of estimated future cash flows (excluding future credit
losses that have not been incurred) discounted at the financial assets original
effective interest rate. The assets carrying amount of the asset is reduced and the
amount of the loss is recognised in profit or loss. If loans and receivables has a
variable interest rate, the discount rate for measuring any impairment loss is the
current effective interest rate determined under the contract. As a practical
expedient, the Group may measure impairment on the basis of an instruments fair
value using an observable market price.

29
Abric Berhad (187259-W)

64

ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)

abric.com

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
3

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(h)

Financial assets (continued)


(iv)

Subsequent measurement - Impairment of financial assets (continued)


Assets carried at amortised cost (continued)
If, in a subsequent period, the amount of the impairment loss decreases and the
decrease can be related objectively to an event occurring after the impairment was
recognised (such as an improvement in the debtors credit rating), the reversal of
the previously recognised impairment loss is recognised in profit or loss.
When an asset is uncollectible, it is written off against the related allowance
account. Such assets are written off after all the necessary procedures have been
completed and the amount of the loss has been determined.

(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)

Offsetting financial instruments


Financial assets and liabilities are offset and the net amount presented in the statement of
financial position when there is a legally enforceable right to offset the recognised amounts
and there is an intention to settle on a net basis, or realize the asset and settle the liability
simultaneously. The legally enforceable right must not be contingent on future events and
must be enforceable in the normal course of business and in the event of default, insolvency
or bankruptcy.

(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

ANNUAL REPORT 2015

ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)

abric.com

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
3

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(k)

Financial guarantee contracts


Financial guarantee contracts are contracts that require the Group or the Company to make
specified payments to reimburse the holder for a loss it incurs because a specified debtor
fails to make payments when due, in accordance with the terms of a debt instrument.
Financial guarantee contracts are recognised as a financial liability at the time the guarantee
is issued. The liability is initially measured at fair value and subsequently at the higher of the
amount determined in accordance with MFRS 137 Provisions, Contingent Liabilities and
Contingent Assets and the amount initially recognised less cumulative amortisation, where
appropriate.
The fair value of financial guarantees is determined as the present value of the difference in
net cash flows between the contractual payments under the debt instrument and the
payments that would be required without the guarantee, or the estimated amount that would
be payable to a third party for assuming the obligations.

(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

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
3

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(n)

Disposal groups held-for-sale


Disposal groups are classified as assets held for sale when their carrying amount is to be
recovered principally through a sale transaction and a sale is considered highly probable.
They are stated at the lower of carrying amount and fair value less costs to sell.

(o)

Cash and cash equivalents


For the purpose of the statement of cash flows, cash equivalents are held for the purpose of
meeting short-term cash commitments rather than for investment or other purposes. Cash
and cash equivalents comprise cash on hand, deposits held at call with banks and bank
overdrafts. In the statement of financial position, banks overdrafts are shown within
borrowings in current liabilities.

(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

ANNUAL REPORT 2015

ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)

abric.com

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
3

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(q)

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)

Share issue costs


Incremental costs directly attributable to the issue of new shares or options are
deducted against share premium account.

(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)

Purchase of own shares


Where the Company or its subsidiaries purchases the Companys equity share
capital (treasury shares), the consideration paid, including any directly attributable
incremental external costs, net of tax, is included in equity attributable to the
Companys equity holders as treasury shares until they are cancelled, reissued or
disposed of. Where such shares are subsequently sold or reissued, any
consideration received, net of any directly attributable incremental transaction costs
and the related tax effects, is included in equity attributable to the Companys equity
holders.

(r)

Borrowings and borrowing costs


Borrowings are recognised initially at fair value, net of transaction costs incurred.
Borrowings are subsequently carried at amortised cost; any difference between initial
recognised amount and the redemption value is recognised in profit or loss over the period
of the borrowings using the effective interest method.
Preference shares, which are mandatorily redeemable on a specific date, are classified as
liabilities. The dividends on these preference shares are recognised as finance cost in profit
or loss.
Borrowings are classified as current liabilities unless the Group has an unconditional right to
defer settlement of the liability for at least 12 months after the end of the reporting period.

33
Abric Berhad (187259-W)

68

ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)

abric.com

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
3

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(r)

Borrowings and borrowing costs (continued)


General and specific borrowing costs directly attributable to the acquisition, construction or
production of qualifying assets, which are assets that necessarily take a substantial period
of time to get ready for their intended use or sale, are added to the cost of those assets, until
such time as the assets are substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their
expenditure on qualifying assets is deducted from the borrowing costs eligible for
capitalisation.
All other borrowing costs are recognised in profit or loss in the period in which they are
incurred.
Fees paid on the establishment of loan facilities are recognised as transaction costs of the
loan to the extent that it is probable that some or all of the facility will be drawn down. In this
case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that
it is probable that some or all of the facility will be drawn down, the fee is capitalised as a
pre-payment for liquidity services and amortised over the period of the facility to which it
relates.

(s)

Current and deferred income tax


The tax expense for the year comprises current and deferred tax. Tax is recognised in profit
or loss, except to the extent that it relates to items recognised in other comprehensive
income or directly in equity. In this case the tax is also recognised in other comprehensive
income or directly in equity, respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or
substantively enacted at the end of the reporting period in the countries where the Groups
subsidiaries and associates operate and generate taxable income.
Management periodically evaluates positions taken in tax returns with respect to situations
in which applicable tax regulation is subject to interpretation. It establishes provisions where
appropriate on the basis of amounts expected to be paid to the tax authorities. This liability
is measured using the single best estimate of the most likely outcome.
Deferred tax is recognised, using the liability method, on temporary differences arising
between the amounts attributed to assets and liabilities for tax purposes and their carrying
amounts in the financial statements. However, deferred tax is not accounted for if it arises
from initial recognition of an asset or liability in a transaction other than a business
combination that at the time of the transaction affects neither accounting nor taxable profit or
loss. Deferred tax is determined using tax rates (and tax laws) that have been enacted or
substantively enacted by the end of the reporting period and are expected to apply when the
related deferred tax asset is realised or the deferred tax liability is settled.

34
69

ANNUAL REPORT 2015

ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)

abric.com

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
3

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(s)

Current and deferred income tax (continued)


Deferred tax assets are recognised to the extent that it is probable that taxable profit will be
available against which the deductible temporary differences, unused tax losses or unused
tax credits can be utilised.
Deferred and income tax assets and liabilities are offset when there is a legally enforceable
right to offset current tax assets against current tax liabilities and when the deferred income
tax assets and liabilities relate to taxes levied by the same taxation authority on either the
taxable entity or different taxable entities where there is an intention to settle the balances
on a net basis.

(t)

Employee benefits
(i)

Short term employee benefits


Wages, salaries, paid annual leave and sick leave, bonuses, and non-monetary
benefits are accrued in the period in which the associated services are rendered by
employees of the Group.

(ii)

Post-employment pension benefits


The Group has various post-employment pension benefit schemes in accordance
with local conditions and practices in the countries in which it operates. These
benefits plans are either defined contribution or defined benefit plans.
A defined contribution plan is a pension plan under which the Group pays fixed
contributions into a separate entity (a fund) and will have no legal or constructive
obligations to pay further contributions if the fund does not hold sufficient assets to
pay all employees benefits relating to employee service in the current and prior
periods.
Defined contribution plans
The Groups contributions to defined contribution plans are charged to profit or loss
in the period to which they relate. Once the contributions have been paid, the Group
has no further payment obligations. Prepaid contributions are recognised as an
asset to the extent that a cash refund or a reduction in the future payments is
available.

35

Abric Berhad (187259-W)

70

ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)

abric.com

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
3

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(t)

Employee benefits (continued)


(ii)

Post-employment pension benefits (continued)


Defined benefit plans
The Groups ESOS allows the employees to acquire shares in the Company. The
total fair value of share options granted to eligible employees is recognised as an
employee cost in profit or loss with a corresponding increase in the equity
compensation reserve within equity over the vesting period and taking into account
the probability that the options will vest.
The fair value of the share options is measured at grant date taking into account, if
any, the market vesting conditions upon which the options were granted but
excluding the impact of any non-market vesting conditions. Non-market vesting
conditions are included in assumptions about the number of options that are
expected to become exercisable on vesting date.
At the end of each reporting period, the Group revises its estimates of the number of
share options that are expected to become exercisable on vesting date. It
recognises the impact of the revision of original estimates, if any, in profit or loss,
and a corresponding adjustment to equity over the remaining vesting period. The
equity amount is recognised in the equity compensation reserve until the option is
exercised, upon which it will be transferred to share premium, or until the option
expires, upon which it will be transferred directly to capital reserve.
The proceeds received net of any directly attributable transaction costs are credited
to equity when the options are exercised.
As of 31 December 2015, no options have been granted under the ESOS.

36
71

ANNUAL REPORT 2015

ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)

abric.com

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
3

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(u)

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)

Contingent assets and liabilities


The Group does not recognise contingent assets and liabilities other than those arising from
business combinations, but discloses its existence in the financial statements. A contingent
liability is a possible obligation that arises from past events whose existence will be
confirmed by the occurrence or non-occurrence of one or more uncertain future events
beyond the control of the Group or a present obligation that is not recognised because it is
not probable that an outflow of resources will be required to settle the obligation. A
contingent liability also arises in the extremely rare case where there is a liability that cannot
be recognised because it cannot be measured reliably.
However, contingent liabilities do not include financial guarantee contracts. A contingent
asset is a possible asset that arises from past events whose existence will be confirmed by
the occurrence or non-occurrence of one or more uncertain future events beyond the control
of the Group. The Group does not recognise contingent assets but discloses its existence
where inflows of economic benefits are probable, but not virtually certain.

37
Abric Berhad (187259-W)

72

ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)

abric.com

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
3

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(w)

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)

Lease rental income


Lease rental income is recognised on an accrual basis in accordance with the
substance of the relevant agreements unless collectability is in doubt, in which case
the recognition of such income is suspended.

(iii)

Interest income
Interest income is recognised using the effective interest method.

(x)

Foreign currencies
(i)

Functional and presentation currency


Items included in the financial statements of each of the Groups entities are
measured using the currency of the primary economic environment in which the
entity operates (the functional currency). The financial statements are presented in
Ringgit Malaysia, which is the Companys functional and presentation currency.

(ii)

Transactions and balances


Foreign currency transactions are translated into the functional currency using the
exchange rates prevailing at the dates of the transactions or valuation where items
are remeasured. Foreign exchange gains and losses resulting from the settlement
of such transactions and from the translation at year-end exchange rates of
monetary assets and liabilities denominated in foreign currencies are recognised in
profit or loss, except when deferred in other comprehensive income as qualifying
cash flow hedges and qualifying net investment hedges.

38
73

ANNUAL REPORT 2015

ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)

abric.com

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
3

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(x)

Foreign currencies (continued)


(ii)

Transactions and balances (continued)


Foreign exchange gains and losses that relate to borrowings and cash and cash
equivalents are presented in profit or loss within other operating expenses. All other
foreign exchange gains and losses are presented in profit or loss within other
operating expenses.
Changes in the fair value of monetary securities denominated in foreign currency
classified as available for sale are analysed between translation differences
resulting from changes in the amortised cost of the security and other changes in
the carrying amount of the security. Translation differences related to changes in
amortised cost are recognised in profit or loss, and other changes in carrying
amount are recognised in other comprehensive income.
Translation differences on non-monetary financial assets and liabilities such as
equities held at fair value through profit or loss are recognised in profit or loss as
part of the fair value gain or loss. Translation differences on non-monetary financial
assets, such as equities classified as available for sale, are included in other
comprehensive income.

(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

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
3

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(x)

Foreign currencies (continued)


(iii)

Group companies (continued)


On consolidation, exchange differences arising from the translation of any net
investment in foreign entities, and of borrowings and other financial instruments
designated as hedges of such investments, are recognised in other comprehensive
income. When a foreign operation is partially disposed of or sold, such exchange
differences that were recorded in equity are recognised in the profit or loss as part
of the gain or loss on sale.

(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.

CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY


In the process of preparing the financial statements and applying the Groups accounting policies,
management makes judgements and estimations that can significantly affect the amount recognised
in the financial statements. These judgements and estimations include:
Basis of preparation of the financial statements
The Company made an announcement on 18 January 2016 to undertake a Proposed Distribution
and Delisting, subject to the approval by the shareholders and the relevant authorities, as disclosed
in Note 2 and Note 31 to the financial statements. Upon completion of the Proposed Distribution and
Delisting, the Directors intend to sell the remaining assets of the Company and voluntarily wind-up
the Company. Accordingly, the financial statements for the current financial year have been
prepared on a non-going concern basis.
The property, plant and equipment and investment properties of the Group and the investment in
subsidiaries companies of the Company continue to be classified as non-current assets as the
Group and the Company have not entered into an active programme to locate a buyer nor have
these assets been actively marketed for sale, as at the reporting date. The borrowings which are
due more than 12 months continue to be classified as non-current liabilities as at the reporting date
as the Group has the discretion to defer payment of these borrowings for more than 12 months, and
the Group has no intention to make early repayment of the borrowings if the approvals from the
shareholders and other relevant authorities are not obtained.

40
75

ANNUAL REPORT 2015

ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)

abric.com

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
4

CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY


(CONTINUED)
Estimated useful lives of property, plant and equipment
The Group reviews the estimated useful lives of property, plant and equipment at the end of each
reporting period. During the current year, the Directors are of the opinion that the estimated useful
lives of property, plant and equipment are appropriate.
Fair value of investment properties
The fair value of the investment property is determined by the Directors based on current prices in an
active market for the property and valuation performed by registered independent valuers. The
Directors review the estimated fair value of the investment property at the end of each reporting period
or when there is an indication of changes in fair value. Gains or losses arising from the changes in fair
value will be recognised in profit or loss in the year which they arise. Refer to Note 15 for further
details.
Recoverability of investment in subsidiary companies
Management exercises its judgement in estimating the recoverable amounts of such assets. As at
31 December 2015, the Company has recognised an impairment loss on its investment in subsidiary
companies of nil (2014: RM887,005). Refer to Note 12 for further details.

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

Abric Berhad (187259-W)

76

ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)

abric.com

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
6

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

ANNUAL REPORT 2015

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

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
9

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

(LOSS)/PROFIT BEFORE TAX FROM CONTINUING OPERATIONS


(Loss)/Profit before tax from continuing operations is arrived at after the following credits/(charges):
The Group
2015
2014
RM
RM
Rental income from investment
properties
Waiver of debt by subsidiary companies
Property, plant and equipment:
- Depreciation
- Written off
- Net loss on disposal
Investment properties:
- Fair value adjustments
Realised (loss)/ gain on foreign
exchange
Rental of premises
Auditors remunerations:
Statutory audit:
- Auditors of the Company
- Other auditors
Non-audit services:
- Auditors of the Company
Impairment of investment in
subsidiary companies

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

Abric Berhad (187259-W)

78

ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)

abric.com

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
10

(LOSS)/PROFIT BEFORE TAX FROM CONTINUING OPERATIONS (CONTINUED)


The details of staff costs (excluding Directors remuneration) are analysed as follows:
The Group
2015
2014
RM
RM
Wages, salaries and bonuses
Defined contribution plans
Other short-term employee benefits

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

The details of Directors remuneration are disclosed in Note 8.

44
79

ANNUAL REPORT 2015

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

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
11

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

Discontinued operations: (Note 12)


Corporation tax payable:
Current year:
Malaysia
Foreign
Deferred tax
Origination and reversal of temporary
differences

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

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
11

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

Tax expense at statutory


tax rate of 25% (2014: 25%)
Tax effects of:
Different tax rates in other tax
jurisdictions
Change in tax rate
Income not subject to tax
Expenses not deductible for tax
purposes
Over/(Under)provision of
estimated tax payable in prior years
Deferred tax assets
not recognised
Tax credit/(expense)

(6,642,999) (3,462,861)
2,345,241
3,876,957 73,670,229

(2,766,042) 70,207,368
2,345,241

ANNUAL REPORT 2015

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

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
12

DISCONTINUED OPERATIONS AND DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE


In the previous financial year, the Group has disposed of substantially its manufacturing, distribution
and sale of security seals business, which represented the entire core business of the Group. The
Group has, in the current financial year, completed the disposal of the remaining entities in China
(China entities) in relation to this business.
Accordingly, the results of the disposal companies, including the China entities, have been classified
as discontinued operations in the financial statements, in accordance with MFRS 5 Non-current
Assets Held for Sale and Discontinued Operations.
Following the above disposals, the Group had triggered the cash criterion pursuant to paragraph
8.03(1) and Practice Note 16 (PN 16) of the Main Market Listing Requirements of Bursa Malaysia
Securities Berhad (Bursa Securities) (Listing Requirements). The Company had on 9 December
2014 notified Bursa Securities of its condition and Bursa Securities had vide its letter dated 11
December 2014 notified the Company that it was a cash company pursuant to Paragraph 8.03(1)
and PN16 of the Listing Requirements.
(i)

Statement of financial position disclosures


The Group
2015
2014
RM
RM
Assets:
Property, plant and equipment
Investment in subsidiary
companies
Inventories
Receivables
Cash and bank balances
Total assets classified as
held for sale
Liabilities:
Payables

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

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
12

DISCONTINUED OPERATIONS AND DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE


(CONTINUED)
Disposal of manufacturing, distribution and sale of security seals business (continued)
(ii)

Statements of comprehensive income disclosures


The results of the entities disposed have been classified as discontinued operations and are
analysed as follows:
The Group
2015
2014
RM
RM
Revenue
Investment income
Raw materials and consumables used
Net changes in inventories of finished goods
and work-in-progress
Staff costs
Depreciation of property, plant and equipment
Directors remuneration
Other operating income/ (expenses)
Finance costs
Loss before tax from discontinued operations
Income tax expense
Loss after tax from discontinued operations
Gain on disposal of subsidiary companies
Profit for the year from discontinued operations

(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

Statements of cash flows disclosures


The cash flows attributable to the entities disposed are as follows:
2015
RM
Operating activities
Investing activities
Financing activities

729,979

729,979

Net cash flows

48
83

ANNUAL REPORT 2015

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

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
12

DISCONTINUED OPERATIONS AND DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE


(CONTINUED)
Disposal of manufacturing, distribution and sale of security seals business (continued)
(iv)

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)

The details of staff costs are analysed as follows:


The Group
2015
2014
RM
RM
Wages, salaries and bonuses
Defined contribution plans
Other short-term employee benefits

17,190,226
536,296
1,563,279

19,289,801

49

Abric Berhad (187259-W)

84

ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES

(Incorporated in Malaysia)
abric.com

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
12

DISCONTINUED OPERATIONS AND DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE


(CONTINUED)
Disposal of manufacturing, distribution and sale of security seals business (continued)
(iv)

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
-

Net assets disposed


Release of reserves upon disposal of subsidiary companies
Gain from disposal of discontinued operations
Net disposal consideration (after transaction costs)
Less: Amount receivable on escrow
Less: Cash and cash equivalent disposed
Add: Transaction costs (not paid as at previous year end)
Net cash inflow on disposal

50
85

1,486,092
154,380

1,640,472

ANNUAL REPORT 2015

(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

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
13

EARNINGS/(LOSS) PER ORDINARY SHARE


(a)

Basic earnings/(loss) per ordinary share


Basic earnings/(loss) per ordinary share of the Group is calculated by dividing profit/(loss)
for the year attributable to owners of the Company by the weighted average number of
ordinary shares outstanding during the financial year.
2015
RM
(Loss)/ Profit attributable to owners of the Company:
Loss from continuing operations
Profit from discontinued operations

Weighted average number of ordinary shares in issue


Basic (loss)/earnings per share (sen):
Continuing operations
Discontinued operations
Total
(b)

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

Diluted earnings/(loss) per ordinary share


The effects of diluted earnings per share for the current and previous financial year are not
illustrated as they were anti-dilutive. Therefore, the diluted earnings per share is the same
as the basic earnings per share.

51
Abric Berhad (187259-W)

86

14

14
14

NOTES TO THE FINANCIAL STATEMENTS

87

ANNUAL REPORT 2015

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

PROPERTY, PLANT AND EQUIPMENT

PROPERTY, PLANT AND EQUIPMENT


PROPERTY, PLANT AND EQUIPMENT
Property,plant
plant
and
equipment
consist
the following:
Property,
and
equipment
consist
of the of
following:
Property, plant and equipment consist of the following:
Freehold
Office
Freehold
land, land,
Leasehold
equipment,
Freehold
Office
Leasehold
buildingsland,
and
land
and
Plant
and
furniture
Leaseholdland and
equipment,
buildings and
Plant
and
The Group
improvements
buildings
machinery
and
fittings
buildings and
land and
Plant and
furniture
The Group
improvements
RM
RMbuildings
RM machinery
RM
The Group
improvements
buildings
machinery
and fittings
RM
RM RM
RM RM
Cost
RM
RM
Cost
Cost

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

PROPERTY, PLANT AND EQUIPMENT


PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following:
Property, plant and equipment consist of the following:

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

NOTES TO THE FINANCIAL STATEMENTS


NOTES
TOYEAR
THE ENDED
FINANCIAL
STATEMENTS
FOR
THE
31 DECEMBER
2015 (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)

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

Abric Berhad (187259-W)

88

89

14
14

14

AND ITS SUBSIDIARY COMPANIES

Accumulated depreciation

RM

RM

RM

RM

RM

RM

ANNUAL REPORT 2015

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

Accumulated impairment 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

Accumulated impairment loss

PROPERTY, PLANT AND EQUIPMENT (CONTINUED)


Freehold
Office
PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
Leasehold
Freehold land,
Office equipment,
land, andLeasehold
buildings
land and
Plantequipment,
andOffice furniture
Leasehold
Freehold
buildings
and
land and
Plant andmachinery
furniture and Leasehold
Motor
The Group
improvements
buildings
fittings improvements
land,
Leasehold
equipment,
The Group
improvements
buildings
machinery
and
fittings
improvements
vehicles
RM
RM
RM
RM
buildings and RM land and
Plant and
furniture
Leasehold
Motor
RM
RM
RM
RM
RM
RM
The Group
improvements
buildings
machinery
and fittings improvements
vehicles
Accumulated
depreciation

NOTES TO THE FINANCIAL STATEMENTS


FOR
THE
31 DECEMBER
2015 (CONTINUED)
NOTES
TOYEAR
THE ENDED
FINANCIAL
STATEMENTS
FOR THE YEAR
ENDED
31 DECEMBER
2015 (CONTINUED)
PROPERTY,
PLANT
AND EQUIPMENT
(CONTINUED)

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

PROPERTY, PLANT AND EQUIPMENT (CONTINUED)


PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

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

NOTES TO THE FINANCIAL STATEMENTS


FOR
THE
31 DECEMBER
2015 (CONTINUED)
NOTES
TOYEAR
THE ENDED
FINANCIAL
STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)

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

Abric Berhad (187259-W)

90

ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)

abric.com

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
14

PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

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

ANNUAL REPORT 2015

ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)

abric.com

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
14

PROPERTY, PLANT AND EQUIPMENT (CONTINUED)


(i)

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)

Depreciation charge for the year is allocated as follows:


The Group
2015
2014
RM
RM
Continuing operations
Discontinued operations
(Note 12)

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

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
15

INVESTMENT PROPERTIES (CONTINUED)


The direct operating expenses arising from the investment properties that generated rental income
which was recognised during the financial year amounted to RM110,764 (2014: RM167,862)
respectively.
As of 31 December 2015, the investment properties of the Group have been pledged as security to
financial institutions as disclosed in Notes 23 and 24 respectively.

16

INVESTMENT IN SUBSIDIARY COMPANIES


The Company
2015
2014
RM
RM
Unquoted shares - at cost

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)

Statement of Cash Flows:


Operating activities
Investing activities
Financing activities
Net cash flows

58
93

ANNUAL REPORT 2015

ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)

abric.com

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
16

INVESTMENT IN SUBSIDIARY COMPANIES (CONTINUED)


The subsidiary companies, all incorporated in Malaysia except as otherwise indicated, are as
follows: (continued)

Name of Company

Effective equity
interest
2015
2014
%
%

Principal activities

Direct Subsidiary Companies


Abric (Shanghai) Co., Ltd. *
(Incorporated in the Peoples
Republic of China)

100.0

Disposed in 2015

Abric Commerce (China) Co. Ltd. *


(Incorporated in the Peoples
Republic of China)

100.0

Disposed in 2015

Abric Properties Sdn. Bhd.

100.0

100.0

Property investment holding

Abric One Sdn. Bhd.

100.0

100.0

Dormant

100.0

100.0

Dormant

Indirect Subsidiary Companies


Abric (Hong Kong) Ltd. *
(Incorporated in Hong Kong)
*

Audited by a firm other than the member firm of PricewaterhouseCoopers International


Limited.

59
Abric Berhad (187259-W)

94

ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)

abric.com

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
17

DEFERRED TAX (LIABILITIES)/ASSETS

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)

Revaluation reserve (Note 21)


Disposal of subsidiary companies (Note 12)
At end of year

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)

Deferred tax liabilities (before and after offsetting)


Temporary differences arising from:
Property, plant and equipment
Investment properties

(12,031)
(6,689)
(99,336) (1,901,293)

(111,367) (1,907,982)

Deferred tax liabilities (after offsetting)

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

ANNUAL REPORT 2015

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

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
18

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.

CASH AND BANK BALANCES

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

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
19

CASH AND BANK BALANCES (CONTINUED)


Included in cash and bank balances of the Group at the end of the reporting period is an amount of
RM440,000 (2014: RM440,000) which has been earmarked for the purpose of 2 months principal
repayment of Commodity Murabahah Term Financing-i as disclosed in Note 23.
Included in the deposits with licensed bank of the Group and the Company at the end of the
reporting period is an amount of RM64,732,675 (2014: RM Nil) which is placed in a custodian
account pursuant to paragraph 8.03(4) of the Main Market Listing Requirements of Bursa Malaysia
Securities Berhad.

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

The Group and The Company


Number of ordinary shares
of RM0 30
. each
Amount
2015
2014
2015
2014
RM
RM
500,000,000 500,000,000 150,000,000 150,000,000

102,879,950

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)

Options exercised by all the grantees;

(ii)

Options remaining exercisable by all the grantees; and

(iii)

Unexpired offers of Options pending acceptance by all the Eligible Persons;

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

ANNUAL REPORT 2015

ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)

abric.com

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
20

SHARE CAPITAL (CONTINUED)


Share Options (Continued)

The salient features of the ESOS were as follows (Continued):


(b)

the ESOS shall be in force for a duration of five years;

(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;

the Option price shall be based on the higher of the following:


(i)

(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

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
20

SHARE CAPITAL (CONTINUED)


Warrants
The number of warrants which remain unexercised at the end of the reporting period are as
follows:
The Group and
The Company
2015
2014
Number
Number
At beginning of year
Exercised during the year

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

ANNUAL REPORT 2015

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

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
21

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)

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
22

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

COMMODITY MURABAHAH TERM FINANCING-i (CMTF-i)


The Group
2015
2014
RM
RM
Outstanding loan principal
Less: Capitalisation of transaction cost
Less: Amount due within 12 months (Note 26)
Non-current portion
Analysis of non-current portion:
Between 1 - 2 years

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

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
23

COMMODITY MURABAHAH TERM FINANCING-i (CMTF-i) (CONTINUED)


On 30 December 2011, Abric Properties Sdn. Bhd., a wholly-owned subsidiary company, was
granted RM13.0 million Commodity Murabahah Term Financing-i (CMTF-i) to fully settle the
combined outstanding balance of the credit facilities under Abric Worldwide Sdn. Bhd. and Abric
International Sdn. Bhd. of up to RM13.0 million.
The CMTF-i is repayable via 59 equal monthly principal installments of RM217,000 and one final
principal payment of RM197,000. Profit is to be served on a monthly basis based on the following:
(i)

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.

The CMTF-i is secured by the following:


(i)

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)

a corporate guarantee of the Company.

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

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
24

LONG-TERM BORROWINGS - SECURED


The Group
2015
2014
RM
RM
Outstanding loan principal
Less: Portion due within the next 12 months (Note 26)

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

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
26

BORROWINGS CURRENT PORTION


The Group
2015
2014
RM
RM
Secured
CMTF-i - current portion (Note 23)
Long-term borrowings (Note 24)
Hire-purchase payables (Note 22)

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

FINANCIAL RISK MANAGEMENT


(i)

Capital risk management


The objective of the Groups and of the Companys capital management is to safeguard
the Groups and the Companys ability to continue as a going concern while maximising
the return to shareholders through the optimisation of debt and equity balance. The
Groups overall strategy remains unchanged during the financial year.
The capital structure of the Group and of the Company consists of net debts (borrowings
offset by cash and bank balances) and equity of the Group and of the Company
(comprising issued capital, reserves and non-controlling interests).
The Groups senior management reviews the capital structure of the Group on regular
basis. As part of this review, senior management considers the cost of capital and risk
associated with each class of capital.

69
Abric Berhad (187259-W) 104

ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)

abric.com

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
27

FINANCIAL RISK MANAGEMENT (CONTINUED)


(i)

Capital risk management (continued)


The gearing ratio at the end of the reporting period is as follows:
The Group
2015
2014
RM
RM
Debt (i)
Cash and bank balances
Net cash position
Equity (ii)
Debt to equity ratio

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)

Debt is defined as hire-purchase payables, CMTF-i, and borrowings as disclosed


in Notes 22, 23, 24 and 26.

(ii)

Equity includes issued capital, reserves and non-controlling interests.

(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

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
27

FINANCIAL RISK MANAGEMENT (CONTINUED)


(ii)

Categories of financial instruments

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

Financial risk management objectives and policies


The operations of the Group are subject to a variety of financial risks, including foreign
currency risk, profit/interest rate risk, credit risk, liquidity risk and cash flow risk. The
Group has taken measures to minimise its exposure to risks and/or costs associated with
the financing, investing and operating activities.
Foreign currency risk management
As at 31 December 2015, the Group and the Company are not exposed to any material
foreign currency risk (2014: Nil) as the transactions and balances are mainly denominated
in Ringgit Malaysia.

71
Abric Berhad (187259-W) 106

ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)

abric.com

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
27

FINANCIAL RISK MANAGEMENT (CONTINUED)


(iii)

Financial risk management objectives and policies (continued)


Profit/Interest rate risk
The Group and the Company are exposed to profit/interest rate risk through the impact of
rate changes on profit/interest expense on the borrowings. The profit/interest rates for the
borrowings are disclosed in Notes 23, 24 and 26 respectively.
The interest rates for the hire-purchase obligations, which are fixed at the inception of the
financing arrangements, are disclosed in Note 22.
The Groups and the Companys exposure to profit/interest rates on financial liabilities are
detailed below. The sensitivity analysis below have been determined based on the
exposure to profit/interest rates for financial liabilities at the end of the reporting period. For
floating rate liabilities, the analysis is prepared assuming the amount of the liabilities at the
end of the reporting period will remain unchanged for the whole year. A 50 basis point
increase or decrease is used when reporting profit/interest rate risk internally to key
management personnel and represents managements assessment of the reasonably
possible change in interest rates.
A reasonable change in the interest rate will not have a material impact to the profit or
loss.
Credit risk
Credit risk is the risk of loss that may arise on outstanding financial instruments should a
counterparty default on its obligations.
The Group is exposed to credit risk mainly from other receivables. The Group extends
credit to its customers based upon careful evaluation on the customers financial condition
and credit history. The Group also seeks to invest cash assets safely and profitably. In this
regard, counterparties are assessed for credit risk and limits are set to minimise any
potential losses.
The Company is exposed to credit risk mainly arising from amounts due from subsidiary
companies. The Company monitors on an ongoing basis the results of the subsidiary
companies and repayments made by the subsidiary companies.
The Groups and the Companys exposure to credit risk in relation to their receivables,
should all their debtors fail to perform their obligations as of 31 December 2015, is the
carrying amount of these receivables as disclosed in the statements of financial position.
Management believes that the credit risk on bank balances and deposits with licensed
banks are limited as they are placed with credit worthy financial institutions.
Information regarding trade and other receivables that are neither past due nor impaired is
disclosed in Note 18.

72
107 ANNUAL REPORT 2015

ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)

abric.com

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
27

FINANCIAL RISK MANAGEMENT (CONTINUED)


(iii)

Financial risk management objectives and policies (continued)


Liquidity risk
Liquidity risk is the risk that an entity will encounter difficulty in meeting its financial
obligations due to a shortage of funds.
The Group practices prudent liquidity risk management to minimise the mismatch of
financial assets and financial liabilities and to maintain sufficient credit facilities for
contingent funding requirement of working capital.
The table below summarises the maturity profile of the Groups and the Companys
financial liabilities at the end of the reporting period based on contractual undiscounted
repayment obligations. The tables include both interest and principal cash flows.
Less
than
1 year
RM

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

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
27

FINANCIAL RISK MANAGEMENT (CONTINUED)


(iii)

Financial risk management objectives and policies (continued)


Liquidity risk (continued)
Less
than
1 year
RM

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

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
27

FINANCIAL RISK MANAGEMENT (CONTINUED)


(iii)

Financial risk management objectives and policies (continued)


Fair values of financial instruments
The carrying amounts of the financial instruments of the Group and of the Company stated
at amortised costs approximate their fair values because of the short maturity period of
these instruments, except as follows:
Carrying
amount
RM
The Group
Financial Liabilities
Hire-purchase payables
CMTF-i
Borrowings

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

CASH AND CASH EQUIVALENTS


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

Cash and bank balances


(unrestricted):
Continuing operations (Note 19)
Discontinued operations
(Note 12(i))

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 (187259-W) 110

ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)

abric.com

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
29

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

The special dividend was paid out on 6 February 2015.


The Directors do not recommend the payment of a final dividend in respect of the year ended 31
December 2015.
30

COMMITMENTS
(i)

As of 31 December 2015, the Group has lease commitments in respect of rental of


premises and equipment as follows:
Future Minimum
Lease Payments
The Group
2015
2014
RM
RM
Within 1 year
Within 2 - 5 years

(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

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
31

SIGNIFICANT SUBSEQUENT EVENT


(a)

Proposed Distribution and Delisting


On 18 January 2016, the Board of Directors of the Company (ABRIC) had announced on
Bursa Malaysia Securities Berhad that the Company proposes to undertake a cash
distribution of RM0.43 for every ABRIC Share to be implemented in the following manner:
(i)
(ii)

proposed capital reduction and repayment exercise under Section 64 of the


Companies Act, 1965 (Proposed Capital Repayment); and
special cash dividend (Proposed Special Dividend).

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)

the approval of ABRICs shareholders at an extraordinary general meeting to be


convened;
approval/consent of the financiers/creditors of ABRIC and its subsidiaries and
associates, if and where required;
the order by the High Court of Malaya confirming the Proposed Capital
Repayment; and
the approval or consent of any other relevant regulatory authorities and/or parties,
if applicable.
77
Abric Berhad (187259-W) 112

ABRIC BERHAD
AND ITS SUBSIDIARY COMPANIES
(Incorporated in Malaysia)

abric.com

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 DECEMBER 2015 (CONTINUED)
31

SIGNIFICANT SUBSEQUENT EVENT (CONTINUED)


(a)

Proposed Distribution and Delisting (continued)


The Proposed Capital Repayment and Proposed Special Dividend are inter-conditional
upon each other.
The Proposed Distribution and Delisting is not conditional upon any other proposals
undertaken or to be undertaken by the Company.

32

SUPPLEMENTARY INFORMATION - DISCLOSURE ON REALISED AND UNREALISED


PROFITS/(LOSSES)
The breakdown of the retained earnings of the Group and the Company as at 31 December 2015
and 2014, into realised and unrealised profits, pursuant to a directive issued by Bursa Malaysia
Securities Berhad (Bursa Securities) on 25 March 2010 and 20 December 2010 is as follows:
The Group
2015
2014
RM
RM
Total retained earnings/
(accumulated losses):
Realised
Unrealised
Less: Consolidation adjustments
Total retained earnings as per
statements of financial position

The Company
2015
2014
RM
RM

45,055,477 45,007,102 41,516,007


(4,636,292) (4,322,491)

40,419,185 40,684,611 41,516,007
(455,527)
1,303,450

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)

Proposed Distribution and Delisting (continued)


The Proposed Capital Repayment and Proposed Special Dividend are inter-conditional
abric.com
upon each other.
The Proposed Distribution and Delisting is not conditional upon any other proposals
undertaken or to be undertaken by the Company.

32

SUPPLEMENTARY INFORMATION - DISCLOSURE ON REALISED AND UNREALISED


PROFITS/(LOSSES)
The breakdown of the retained earnings of the Group and the Company as at 31 December 2015
and 2014, into realised and unrealised profits, pursuant to a directive issued by Bursa Malaysia
Securities Berhad (Bursa Securities) on 25 March 2010 and 20 December 2010 is as follows:
The Group
2015
2014
RM
RM
Total retained earnings/
(accumulated losses):
Realised
Unrealised
Less: Consolidation adjustments
Total retained earnings as per
statements of financial position

The Company
2015
2014
RM
RM

45,055,477 45,007,102 41,516,007


(4,636,292) (4,322,491)

40,419,185 40,684,611 41,516,007
(455,527)
1,303,450

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 Berhad (187259-W) 114

abric.com

Statement by Directors

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

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,

DATO ONG ENG LOCK, JP


ONG YING HWEY, ADELINE
DIRECTOR DIRECTOR
Kuala Lumpur
9 March 2016

Statutory Declaration

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

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

Independent Auditors Report

To the Members of Abric Berhad (Incorporated in Malaysia) (Company No. 187259W)

REPORT ON THE FINANCIAL STATEMENTS


We have audited the financial statements of Abric Berhad, which comprise the statements of
financial position of the Group and of the Company as of 31 December 2015 and the statements
of profit or loss, statements of comprehensive income, statements of changes in equity and
statements of cash flows of the Group and of the Company for the year then ended, and a
summary of significant accounting policies and other explanatory information, as set out on
pages 42 to 113.
Directors Responsibility for the Financial Statements
The Directors of the Company are responsible for the preparation of these financial statements
so as to give a true and fair view in accordance with Malaysian Financial Reporting Standards,
International Financial Reporting Standards and the requirements of the Companies Act, 1965 in
Malaysia. The Directors are also responsible for such internal control as the Directors determine
are necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with approved standards on auditing in Malaysia. Those
standards require that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial statements. The procedures selected depend on our judgement,
including the assessment of the risks of material misstatement of the financial statements,
whether due to fraud or error. In making those risk assessments, we consider internal control
relevant to the entitys preparation of the financial statements that give a true and fair view
in order to design audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the entitys internal control. An audit
also includes evaluating the appropriateness of accounting policies used and the reasonableness
of accounting estimates made by the Directors, as well as evaluating the overall presentation of
the financial statements.
We believe that the audit evidence that we have obtained is sufficient and appropriate to
provide a basis for our audit opinion.

Abric Berhad (187259-W) 116

abric.com

REPORT ON THE FINANCIAL STATEMENTS


Opinion
In our opinion, the financial statements give a true and fair view of the financial position of the
Group and of the Company as of 31 December 2015 and of their financial performance and
cash flows for the year then ended in accordance with Malaysian Financial Reporting Standards,
International Financial Reporting Standards and the requirements of the Companies Act, 1965
in Malaysia.
Emphasis of Matter
We draw attention to Note 2 to the financial statements, which refers to the intention of the
Board of Directors of Abric Berhad to wind up the Company subsequent to the completion of the
Proposed Distribution and Delisting, subject to the approval from the Companys shareholders
and other relevant authorities. These financial statements have therefore been prepared on a
non-going concern basis. Our opinion is not qualified in respect of this matter.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report
that:
(a)

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.

117 ANNUAL REPORT 2015

abric.com

OTHER REPORTING RESPONSIBILITY


The supplementary information set out in Note 32 on page 114 is disclosed to meet the
requirement of Bursa Malaysia Securities Berhad and is not part of the financial statements. The
Directors are responsible for the preparation of the supplementary information in accordance
with the Guidance on Special Matter No. 1 Determination of Realised and Unrealised Profits
or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing
Requirements as issued by the Malaysian Institute of Accountants (MIA Guidance) and the
directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information
is prepared in all material respects, in accordance with the MIA Guidance and the directive of
Bursa Malaysia Securities Berhad.
OTHER MATTER
This report is made solely to the members of the Company, as a body, in accordance with Section
174 of the Companies Act, 1965 in Malaysia and for no other purpose. We do not assume
responsibility towards any other person for the contents of this report.

PRICEWATERHOUSECOOPERS
(No. AF: 1146)
Chartered Accountants

NG GAN HOOI
(No. 2914/04/17 (J))
Chartered Accountant

Kuala Lumpur
9 March 2016

Abric Berhad (187259-W) 118

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

119 ANNUAL REPORT 2015

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

Additional Compliance Information


The information set below is disclosed in compliance with the MMLR of Bursa Securities:
STATEMENT ON DIRECTORS RESPONSIBILITY FOR PREPARING THE ANNUAL FINANCIAL
STATEMENTS
The Directors are required by the Companies Act, 1965 (Act) to prepare financial statements
for each financial year which give a true and fair view of the state of affairs of the Company and
the Group and their results for the financial year.
In preparing the financial statements for the financial year ended 31 December 2015, the
Directors have:
(i)
(ii)
(iii)

adopted the appropriate accounting policies, which are consistently applied;


made judgments and estimates that are reasonable and prudent; and
ensured that applicable approved accounting standards in Malaysia and provisions of the
Act are complied with.

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

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IMPOSITION OF SANCTIONS AND/OR PENALTIES


There were no sanctions and/or penalties imposed on the Company, Directors or Management
by the relevant regulatory bodies during the financial year.
NON-AUDIT FEES
Non-audit fees paid to the External Auditors during the financial year ended 31 December 2015
was RM5,000.
MATERIAL CONTRACTS
There were no material contracts involving the Company and its subsidiaries with directors and
major shareholders of the Company either still subsisting at the end of the financial year ended
31 December 2015 or entered into since the end of the financial year.
DEPOSITORY RECEIPT PROGRAMME
The Company did not sponsor any Depository Receipt Programme in the financial year ended
31 December 2015.
VARIATION IN RESULTS
There were no variations of 10% or more between the audited results and unaudited results of
the Group for the financial year ended 31 December 2015.
PROFIT GUARANTEE
There was no profit guarantee neither received nor given by the Company during the financial
year ended 31 December 2015.
RECURRENT RELATED PARTY TRANSACTIONS (RRPTS) OF REVENUE NATURE
There were no RRPTs during the financial year ended 31 December 2015.

121 ANNUAL REPORT 2015

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Analysis of Shareholdings
as at 7 March 2016

Authorised Share Capital


Paid-up Share Capital
Class of Shares
No. of shareholders
Voting Rights

:
:
:
:
:

RM150,000,000
RM42,571,312
Ordinary Shares of RM0.30 each
2,321
One (1) Vote per Ordinary Share

DISTRIBUTION OF SHAREHOLDERS as at 7 March 2016


No. of Shareholders

Size of Shareholdings

No. of Shares

22

Less than 100 shares

529

0.000

506

100 1,000 shares

455,871

0.321

1,375

1,001 10,000 shares

6,387,600

4.501

353

10,001 100,000 shares

10,896,200

7.680

63

100,001 7,095,217 shares

57,355,600

40.418

7,095,218 and above of issued shares

2,321

66,808,574

47.080

141,904,374

100.000

DIRECTORS SHAREHOLDING as at 7 March 2016


Name

Direct Interest

Deemed Interest

No. of Shares

No. of Shares

Dato Ong Eng Lock, JP

4,679,300

3.297

37,344,774 (1)

26.317

Adeline Ong Ying Hwey

3,899,400

2.747

Brian Ong Zhong Hwey

1,559,700

1.099

Caroline Ong Xing Hwey

1,559,700

1.099

Ir Hon Hin See

Soong Chee Keong

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 Berhad (187259-W) 122

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LIST OF SUBSTANTIAL SHAREHOLDERS As at 7 March 2016


Name of Substantial Shareholders

Direct Interest

Deemed Interest

No. of Shares

No. of Shares

Pui Cheng Wui

34,143,100

24.060

Abric Capital Sdn Bhd

32,665,474

23.019

Dato Ong Eng Lock, JP

4,679,300

3.297

Datin Tai Mee Yong

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

30 LARGEST SHAREHOLDERS as at 7 March 2016


(Without aggregating securities accounts belonging to the same person)
No.

Name

No. of Shares

1.

Pui Cheng Wui

34,143,100

24.060

2.

Abric Capital Sdn Bhd

32,665,474

23.019

3.

Tan Ae Luh

5,030,000

3.544

4.

Ong Eng Lock

4,679,300

3.297

5.

Tai Mee Yong

4,679,300

3.297

6.

Chua Sim Neo @ Diana Chua

4,323,500

3.046

7.

Ong Ying Hwey, Adeline

3,899,400

2.747

8.

Teo Kwee Hock

2,678,700

1.887

9.

Maybank Nominees (Tempatan) Sdn Bhd


for Ting Poi Ling

2,167,800

1.527

10.

Grandeur Holdings Sdn Bhd

2,000,000

1.409

11.

DB (Malaysia) Nominee (Asing) Sdn Bhd


Exempt an for Bank of Singapore Limited

1,784,300

1.257

12.

Ong Xing Hwey, Caroline

1,559,700

1.099

123 ANNUAL REPORT 2015

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No.

Name

No. of Shares

13.

Ong Zhong Hwey, Brian

1,559,700

1.099

14.

Christina Tennant Chew

1,474,000

1.038

15.

Eng Yok Tin @ Seet Kim Lian

1,300,000

0.916

16.

Lim Yu Jin

1,258,100

0.886

17.

JF Apex Nominees (Tempatan) Sdn Bhd


Pledged Securities Account for Teo Siew Lai

1,251,900

0.882

18.

Maybank Nominees (Tempatan) Sdn Bhd


Pledged Securities Account for Fong Ying Kid

1,067,000

0.751

19.

Tham Wai Cheng @ Tham Kwee Cheng

966,000

0.680

20.

Malacca Equity Nominees (Tempatan) Sdn Bhd


Exempt an for Phillip Capital Management Sdn Bhd

910,000

0.641

21.

Kenanga Nominees (Tempatan) Sdn Bhd


Pledged Securities Account for Lam Chung Ming

900,000

0.634

22.

Woo Kon Fatt

815,000

0.574

23.

Sim Mui Khee

764,000

0.538

24.

Cimsec Nominees (Tempatan) Sdn Bhd


CIMB for Tan Kok Pin @ Kok Khong

700,000

0.493

25.

Chew Weng Yew

691,100

0.487

26.

Cimsec Nominees (Tempatan) Sdn Bhd


CIMB Bank for Lim Soon Chai

670,100

0.472

27.

Tan Mooi Swee

650,000

0.458

28.

Alliance Group Nominees (Tempatan) Sdn Bhd


Pledged Securities Account for Ng Yoke Yen

514,000

0.362

29.

Chong Hiong Lim

505,000

0.355

30.

Alliance Group Nominees (Tempatan) Sdn Bhd


Pledged Securities Account for Yap Swee Hang

500,000

0.352

116,106,474

81.807

Total

Abric Berhad (187259-W) 124

abric.com

Analysis of Warrant Holdings


as at 7 March 2016

DISTRIBUTION OF WARRANT HOLDERS as at 7 March 2016


No. of Warrant
holders

No. of Warrants

12

Size of Warrant holdings


Less than 100 warrants

500

0.007

68

100 1,000 warrants

43,576

0.653

169

1,001 10,000 warrants

73

10,001 100,000 warrants

100,001 333,717 warrants

333,718 and above of issued warrants

329

639,350

9.579

2,436,950

36.512

604,500

9.057

2,949,500

44.192

6,674,376

100.000

DIRECTORS WARRANT HOLDINGS As at 7 March 2016


Name

Direct Interest

Deemed Interest

No. of
Warrants

No. of
Warrants

Dato Ong Eng Lock, JP

Adeline Ong Ying Hwey

Brian Ong Zhong Hwey

Caroline Ong Xing Hwey

Ir Hon Hin See

Soong Chee Keong

125 ANNUAL REPORT 2015

abric.com

30 LARGEST WARRANT HOLDERS as at 7 March 2016


(Without aggregating securities accounts belonging to the same person)
No.

Name

No. of Shares

1.

Pui Cheng Wui

1,625,000

24.346

2.
3.

Lim Jit Hai

950,000

14.233

Goh Ten Fook

374,500

5.611

4.

Cimsec Nominees (Tempatan) Sdn Bhd


CIMB for Tan Kok Pin @ Kok Khong

173,900

2.605

5.

Maybank Nominees (Tempatan) Sdn Bhd


for Ting Poi Ling

170,400

2.553

6.

Lee Kok Hoong

132,200

1.980

7.

Ching Wei Kien

128,000

1.917

8.

Allen Ong Hou Ming

100,000

1.498

9.

Ding Hong Tem

100,000

1.498

10.

Ling Ting Lee

100,000

1.498

11.

Maybank Securities Nominees (Tempatan) Sdn Bhd


Pledged Securities Account for Premani Singam
A/P Veerasingam

100,000

1.498

12.

Tan Chek Siew

100,000

1.498

13.

Poh Siew Kuan

91,000

1.363

14.

Public Nominees (Tempatan) Sdn Bhd


Pledged Securities Account for Ng Ping Sin

73,500

1.101

15.

Lim Jit Chow

70,000

1.048

16.

Ng Khai Fook

70,000

1.048

17.

Tan Tian Fu

64,300

0.963

18.

Maybank Nominees (Tempatan) Sdn Bhd


Pledged Securities Account for Mak Kin Wah

56,300

0.843

19.

Chew Po Li

50,800

0.761

20.

Hoo Ah Bee @ Hor Peng Huat

50,000

0.749

21.

Ker Aa Tin

50,000

0.749

22.

Quay Chin Teik

50,000

0.749

Abric Berhad (187259-W) 126

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No.

Name

No. of Shares

23.

Ramlah Binti Ismail

50,000

0.749

24.

Maybank Nominees (Tempatan) Sdn Bhd


Pledged Securities Account for Mohd Sofian Bin
Abdullah

43,100

0.645

25.

Public Nominees (Tempatan) Sdn Bhd


Pledged Securities Account for Ding Swee Huo

42,250

0.633

26.

Yap Bun Yong

41,100

0.615

27.

Cheng Joo Lan

40,000

0.599

28.

Gan Tian Soo @ Gan Ah Kan

40,000

0.599

29.

Maybank Nominees (Tempatan) Sdn Bhd


for Nor Hasliza Binti Mohamad Noor

40,000

0.599

30.

Maybank Nominees (Tempatan) Sdn Bhd


for Mohd Sofian Bin Abdullah

36,900

0.552

5,013,250

75.100

Total

127 ANNUAL REPORT 2015

abric.com

Notice of Twenty-Sixth Annual General Meeting


NOTICE IS HEREBY GIVEN THAT the Twenty-Sixth Annual General Meeting of Abric Berhad will
be held at Dewan Tan Sri Hamzah, Royal Selangor Club, Kiara Sports Annex, Jalan Bukit Kiara, Off
Jalan Damansara, 60000 Kuala Lumpur, on Wednesday, 6 April 2016 at 10.00 a.m. to transact the
following businesses:AGENDA
1.

To receive the Audited Financial Statements for the financial


[Please refer to
year ended 31 December 2015 together with the Directors and Explanatory Note 1]
Auditors Reports thereon.

2.

To approve the payment of Directors fees for the financial year


ended 31 December 2015.

[Resolution 1]

3.

To re-elect Dato Ong Eng Lock who retires under Article 99 of the
Companys Articles of Association.

[Resolution 2]

4.

To re-elect Soong Chee Keong who retires under Article 99 of the


Companys Articles of Association.

[Resolution 3]

5.

To re-appoint Messrs PricewaterhouseCoopers as Auditors of the


Company and to authorise the Directors to fix their remuneration.

[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 Berhad (187259-W) 128

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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.

BY ORDER OF THE BOARD


JOANNE TOH JOO ANN (LS 0008574)
KUAN HUI FANG (MIA 16876)
Company Secretaries
Kuala Lumpur
Date: 15 March 2016
Notes:i.

NOTES ON APPOINTMENT OF PROXY:

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.

129 ANNUAL REPORT 2015

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.

Item 1 of the Agenda Ordinary Business


Audited Financial Statements for the financial year ended 31 December 2015

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.

Item 6 of the Agenda Special Business


Ordinary Resolution I
Resolution Pursuant To Section 132D of the Companies Act, 1965

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 Berhad (187259-W) 130

abric.com

3.

Item 7 of the Agenda Special Business


Ordinary Resolution II
Continuation in Office as Independent Non-Executive Director

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.

131 ANNUAL REPORT 2015

ABRIC BERHAD (187259-W)


(Incorporated in Malaysia)

FORM OF PROXY

(Before completing the form please refer to notes below)


I/We
(PLEASE USE BLOCK CAPITAL)

Number of shares held:


If more than 1 proxy, please specify number
of shares represented by each proxy
Name of Proxy 1:
Name of Proxy 2:
NRIC/Company No.

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.

To re-appoint Messrs PricewaterhouseCoopers as Auditors of the Company and


to authorise the Directors to fix their remuneration.

AS SPECIAL BUSINESS
5.

To authorise Directors to issue shares pursuant to Section 132D of the


Companies Act, 1965.

6.

To approve Ir Hon Hin See to continue to act as an Independent Non-Executive


Director.


(*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.

Signature of Shareholder or Common Seal

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.

Fold This Flap For Sealing

Then Fold Here

AFFIX
STAMP
HERE

Registered Office

ABRIC BERHAD (187259-W)

Unit 30-01, Level 30, Tower A


Vertical Business Suite, Avenue 3
Bangsar South
No. 8, Jalan Kerinchi
59200 Kuala Lumpur

1st Fold Here

ABRIC BERHAD

Annual Report

www.abric.com
(187259-W)

2015

Annual Report 2015

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