JERASIA-Annual Report 2016 PDF

Annual Report 2016
II
JERA SI A CAPI TAL BER HA D (5 0 3 2 4 8 - A) | A N N U A L REP O RT 2 0 1 6
Cont 002 | Corporate

Structure
004 | Corporate
Information
006 | Directors’
Profile
009 | Senior Management

Profile
005 | Group Financial 010 | Chairman’s

Highlights Statement
001
JE R A S I A CAPI TAL B E R H AD (503248-A) | ANNU AL R E PORT 2 0 1 6
ntents
014 | Corporate Social
Responsibility
Statement
016 | Audit Committee

Report
030 | Statement on Risk 100 | List of
Management and
Internal Control
033 | Statement
of Directors’
Properties
102 | Analysis of
Shareholdings
Responsibility
019 | Statement 035 | Financial 104 | Notice of Annual

on Corporate Reports General Meeting
Governance
• | Form of Proxy
002
corpor
structu
003
100% Jerasia Apparel Sdn Bhd

(156513-X)
100% Jerasia Brands Sdn Bhd

(156588-T)
100% Jerasia Fashion Sdn Bhd

(360850-V)
rate 100% Canteran Apparel Sdn Bhd

(211117-M)
ure
100% Canteran Apparel (Cambodia) Co Ltd
(788/03E)
100% Jerasia Haulage Sdn Bhd

(409828-T)
100% Jerasia Inspiration Sdn Bhd

(6523-D)
004
corporate
Information
Board of Directors Auditors
Dato’ Nik Mohamed Din bin sj grant thornton
Datuk Nik Yusoff (AF: 0737)
Independent Non-Executive Chairman Level 11, Sheraton Imperial Court
Jalan Sultan Ismail
Datuk Yap Fung Kong 50250 Kuala Lumpur
Executive Deputy Chairman Tel : 03 2692 4022
Fax : 03 2691 5229
Pronob Kumar Sen Gupta Email : info@my.gt.com
Group Managing Director
Dato’ Tan Yik Huay

Independent Non-Executive Director Secretaries
Wong Kwai Yin (MAICSA 7008652)
Dato’ Dr Yong Yuan Tan
Tan Sook Mei (LS 02892)
Non-Independent Non-Executive Director
Dato’ Sri Mohd Haniff

bin Abd Aziz
Solicitors
Non-Independent Non-Executive Director Logan Sabapathy & Co
Andrew Hong Tat Beng

Independent Non-Executive Director Principal Bankers
ALLIANCE Bank
Registered Office Malaysia Berhad
Suite 1008, 10 th Floor HSBC Bank Malaysia Berhad

Wisma Lim Foo Yong RHB Bank Berhad
86, Jalan Raja Chulan
50200 Kuala Lumpur United Overseas Bank
Tel : 03-2143 3823 (Malaysia) Berhad
Fax : 03-2143 3827
Stock Exchange Listing

Share Registrar Bursa Malaysia
Tricor Investor & Issuing Securities Berhad
House Services Sdn Bhd (11324-H) Main Market
Unit 32-01, Level 32, Tower A
Vertical Business Suite
Avenue 3, Bangsar South Website
No.8, Jalan Kerinchi www.jerasia.biz
59200 Kuala Lumpur
Tel : 03-2783 9299
Fax : 03-2783 9222
005
Group Financial
Highlights
2012 2013 2014 2015 2016*
RM Million RM Million RM Million RM Million RM Million
Revenue 316.6 320.9 320.9 337.2 503.6
Profit before tax 12.3 10.1 5.0 10.9 9.2
Profit after tax 8.4 7.0 3.3 10.0 7.1
SEN SEN SEN SEN SEN
Dividend per share 3.0 - - - -
Revenue Profit Before Tax Profit After Tax

RM Million RM Million RM Million
316.6
320.9
320.9
337.2
503.6
12.3
10.1
5.0
10.9
9.2
8.4
7.0
3.3
10.0
7.1
12 13 14 15 16* 12 13 14 15 16* 12 13 14 15 16*

(15mths) (15mths) (15mths)
* The Group changed its financial year end from 31 March to 30 June with effect from this financial period ended 30 June 2016 and
accordingly, the results for the financial period are for 15 months.
006
Directors’
Profile
Dato’ Nik Mohamed Din Datuk Yap Fung Kong
bin Datuk Nik Yusoff Executive Deputy Chairman
Independent Non-Executive Chairman

Datuk Yap Fung Kong, aged 66, male, a Malaysian, is
currently the Executive Deputy Chairman of the Company.
Dato’ Nik Mohamed Din bin Datuk Nik Yusoff, aged 73,
male, a Malaysian, is an Independent Non-Executive He was appointed to the Board on 28 March 2000. Datuk
Chairman of the Company. He is also the Chairman of the Yap holds a Bachelor of Economics (Honours) Degree
Remuneration Committee and a member of the Audit and from University of Malaya. He served with the Ministry of
Nominating Committees. Dato’ Nik Mohamed Din was International Trade and Industry (“MITI”) from 1973 to 1984,
appointed to the Board on 30 April 2001. He is a Barrister- in various capacities leading to being the Head of the Textiles
at-Law from Lincoln’s Inn, London. He was a Magistrate Unit in the International Trade Division, responsible for
with the Malaysian Judicial Services from 1968 to 1969 Malaysia’s multilateral and bilateral textiles negotiations.
and practised as a lawyer with Mah Kok & Din from 1970 In 1984, Datuk Yap left MITI and subsequently became an
to 1983. From 1984 to 1988, he was a stockbroker and Executive Director of Tai Wah Garment Manufacturing Bhd
Chairman of OSK & Partners Sdn Bhd. He was Chairman (“Tai Wah”). He left Tai Wah in 1991 and founded Canteran
of the Kuala Lumpur Stock Exchange (now known as Apparel Sdn Bhd. Datuk Yap has in the past, served as
Bursa Malaysia Securities Berhad) from 1985 to 1988 and President of Malaysian Textile Manufacturers Association,
Executive Chairman from 1988 to 1998.
Chairman of the Asean Federation of Textile Industries and
is also a founding member of Malaysian Textile and Apparel
He is currently the Non-Independent Non-Executive
Chairman of Ventures International Berhad and OSK Centre.
Holdings Berhad.
He does not have any family relationship with any director
He is also a Director of Federation of Public Listed and/or major shareholder of Jerasia Capital Berhad and he
Companies and Datin Sri Ting Sui Ngit Foundation. has no conflict of interest with the Company.
He does not have any family relationship with any director Datuk Yap has no convictions for offences within the
and/or major shareholder of Jerasia Capital Berhad and he past five years. There were no public sanction or penalty
has no conflict of interest with the Company. imposed on him by any relevant regulatory bodies during
the financial period.
Dato’ Nik Mohamed Din has no convictions for offences
within the past five years. There were no public sanction or
penalty imposed on him by any relevant regulatory bodies
during the financial period.
007
Asian Chemical Fibers Industry Federation and also past
PRONOB KUMAR SEN GUPTA Chairman of Pembangunan Sumber Manusia Bhd.
Group Managing Director

and/or major shareholder of Jerasia Capital Bhd and he
Mr Pronob Kumar Sen Gupta, aged 50, male, a Malaysian, is
has no conflict of interest with the Company.
currently the Group Managing Director and also a member
of the Remuneration Committee of the Company. He was
Dato’ Tan has no convictions for offences within the past five
appointed to the Board on 24 March 2006.
years. There were no public sanction or penalty imposed on
him by any relevant regulatory bodies during the financial
He has been a Director of various subsidiaries in the
period.
Jerasia Group, since he joined in 2000. He holds a Bachelor
of Science Degree in Economics (Accounting) from the
University of London. Mr Sen Gupta is involved in the
Strategic Planning, Business Development, Corporate and Dato’ Dr Yong Yuan Tan
Finance matters for the Jerasia Group. Prior to joining the Non-Independent Non-Executive Director
Jerasia Group in 2000, he was an Account Relationship
Manager in the Corporate Banking Division with a local Dato’ Dr Yong Yuan Tan, aged 75, male, a Singaporean, is
commercial bank. currently the Non-Independent Non-Executive Director
of the Company. He is also a member of the Audit and
He does not have any family relationship with any director Nominating Committees. Dato’ Dr Yong was appointed to
and/or major shareholder of Jerasia Capital Bhd and he the Board on 28 March 2000.
He holds a Doctorate in Chemistry from the University
Mr. Sen Gupta has no convictions for offences within the of Singapore which he obtained in 1970 and was a Post
past five years. There were no public sanction or penalty Doctoral Research Fellow for 3 years at the University
imposed on him by any relevant regulatory bodies during of Sussex, United Kingdom from 1968 – 1970. He has
the financial period. more than 20 years of hands-on experience in the
textile and apparel industry. He was elected as member
of the Executive Committee of the Malaysian Textiles
Dato’ Tan Yik Huay Manufacturers’ Association (“MTMA”) from 1988 to 1996.
He was also elected as the Deputy Chairman of Malaysian
Independent Non-Executive Director
Textiles & Apparel Centre (“MATAC”) from 1994 to 1999.
Dato’ Tan Yik Huay, aged 73, male, a Malaysian, is an

He was appointed as a member of the Academic Advisory
Independent Non-Executive Director of the Company. Dato’
Panel to the Textile Technology Department, Faculty of
Tan was appointed to the Board on 20 April, 2000 and is
Applied Science at the University Technology of Mara
currently the Chairman of Audit and Nominating Committees.
(“UiTM”) from 1 November 2003 to 30 November 2005. UiTM
He is also a member of the Remuneration Committee.
also appointed Dato’ Dr Yong as an External Examiner to
the Bachelor Degree Program at the same Department for
Dato’ Tan is a Fellow of the Chartered Association of
the same time period. He was also appointed as Chairman
Certified Accountants, United Kingdom and a Fellow of
of Working Group on ‘size designation for clothing’ in 2005
the Institute of Chartered Secretaries and Administrators,
under the Industry Standard Committee on textile and
United Kingdom. He is also a member of the Malaysian
apparel, established under the Standard Development and
Institute of Accountants and a life member of the Malaysian
Infrastructure managed by SIRIM Berhad.
Association of Certified Public Accountants.
He is presently the Managing Director of a private limited
He joined the textile industry in 1973 as the Finance Manager
company manufacturing polymer plastic flexible packaging
and later Executive Director of the Pen Group of Companies,
in Thailand.
an international integrated textile group. He was the
Managing Director of Pen Apparel Sdn Bhd. a member of
the TAL Group of Hong Kong until end January 2005 and
and/or major shareholder of Jerasia Capital Bhd and he
currently a Non-Executive Director of the said company.
Currently, Dato’ Tan is the Vice President of the Malaysian

Dato’ Dr Yong has no convictions for offences within the
Textile Manufacturers’ Association (MTMA) and Council
past five years. There were no public sanction or penalty
of Malaysian Textile and Apparel Centre of which he
imposed on him by any relevant regulatory bodies during
is a founder member. Dato’ Tan was past Chairman of
008
Directors’
Profile
Dato’ Sri Mohd Haniff Andrew Hong Tat Beng

Bin Abd Aziz Independent Non-Executive Director
Non-Independent Non-Executive Director
Mr Andrew Hong Tat Beng, 52, Malaysian, is an Independent
Dato’ Sri Mohd Haniff Bin Abd Aziz, aged 62, male, a Non-Executive Director of the Company. He was appointed
Malaysian, is currently Non-Independent Non-Executive to the Board on 22 May 2014 and is currently a member of
Director of the Company. He was appointed to the Board the Audit and Nominating Committees.
on 28 March 2000.
He holds the Masters of Management from Open University
He holds a Bachelor of Economics (Honours) Degree from Malaysia (OUM) which he obtained in 2013 and Diploma
the University of Malaya which he obtained in 1975. of Technology in Operations Management – International
Trade option from British Columbia of Institute of
He served the Ministry of International Trade and Industry Technology, Canada obtained in 1987.
(“MITI”) for 19 years until he opted for an early retirement
in 1994. During his term at MITI, he served as Assistant He served the Malaysian Textile Manufacturers Association
Director of the Ministry from 1975 to 1978 before serving in (MTMA) as its Chief Executive Office for 10 years until he
the Permanent Mission of Malaysia to the United Nations opted for early retirement in June 2014. He also served as
in Geneva from 1978 to 1981 and was later reassigned as the Advisor for the Trans Pacific Partnership Agreement for
Malaysian Trade Commissioner to the Philippines from the Ministry of International Trade and Industry (MITI) from
1981 to 1987 and then to Thailand from 1987 to 1991. He was March 2013 to March 2014. He was also the Advisor for the
the Director of the Malaysian External Trade Development Malaysian Textile Manufacturers Association (MTMA) and
Corporation (formerly known as Malaysian Export Trade also the past Permanent Secretary General for the ASEAN
Centre) from 1991 to 1994. Federation of Textiles Industries.
Dato’ Sri Mohd Haniff sits on the Board of Euro Holdings Mr Hong was also the Secretary General for the Asian
Berhad. Chemical Fibres Industry Federation (ACFIF).
He does not have any family relationship with any director He does not have any family relationship with any director
and/or major shareholder of Jerasia Capital Berhad and he and/or major shareholder of Jerasia Capital Berhad and he
has no conflict of interest with the Company. has no conflict of interest with the Company.
Dato’ Sri Mohd Haniff has no convictions for offences Mr Hong has no convictions for offences within the past five
within the past five years. There were no public sanction or years. There were no public sanction or penalty imposed on
penalty imposed on him by any relevant regulatory bodies him by any relevant regulatory bodies during the financial
during the financial period. period.
009
Liew Wai San SENIOR MANAGEMENT

Financial Controller
Ms Liew Wai San, aged 39, female, Malaysian, was
Profile
appointed as the Financial Controller of Jerasia Capital
Ms Lim joined MCL Corporation Bhd (MCL) Group in 1996
Bhd (JCB) Group in May 2015.
as an Executive Secretary and was transferred and re-
designated as Personnel Executive in April 1998. She was
Ms Liew, a Chartered Accountant, is a Member of the Malaysian
promoted to the position of Assistant Manager – Human
Institute of Accountants and a Fellow Member of the Association
Resource and Administration in September 1999 and was
of Chartered Certified Accountants, United Kingdom.
subsequently promoted to Manager in April 2003 and is
currently the Head of Human Resource and Administration.
She started her career in 2002 in the auditing and
subsequently, moved to the private sector in the Accounts
Ms Lim does not have any family relationship with any
and Finance Department. Ms Liew joined the JCB Group
director and/or major shareholder of JCB. She has no
in 2007 as an Accountant. She was promoted to Financial
conflict of interest with the Company and has had no
Controller in May 2015.
convictions for offences with the past five years. There
were no public sanction or penalty imposed on her by any
Ms Liew does not have any family relationship with any
relevant regulatory bodies during the financial period.
director and/or major shareholder of JCB. She has no
were no public sanction or penalty imposed on her by any
Yap Vee-Kin
Head of Retail
Mr Yap Vee-Kin, aged 37, male, Malaysian, was appointed as the
Head of Retail in May 2015. He holds a Bachelor in Information
Ong Peck Choo Technology from Charles Sturt University, Australia.
Head of Performance Management & Support
He began his career in 2000 in Technical Support before
Ms Ong Peck Choo, aged 46, female, Malaysian, is currently
joining Jerasia Capital Bhd (JCB) Group in 2007 as the
the Head of Performance Management & Support for the
Nike Brand Manager. His primary role is to oversee the
Jerasia Capital Bhd (JCB) Group.
retail division and to ensure that all retail brands operate
effectively and efficiently.
Ms Ong a Chartered Accountant, is a Member of the
Malaysian Institute of Accountants and also a Member
Mr Yap is the nephew of Datuk Yap Fung Kong, who is the
of CPA Australia (Certified Practising Accountants). She
Executive Deputy Chairman and major shareholder of
holds a Bachelor of Business (Majoring in Accounting) from
Jerasia Capital Berhad (JCB). Save as disclosed, he does
Royal Melbourne Institute of Technology (RMIT) University,
not have any family relationship with other directors and/
Australia which she obtained in 1993.
or major shareholder of JCB nor does he have any conflict
of interest with the Company. He has had no convictions
She began her career in 1994 as an internal auditor with
for offences within the past five years. There were no
Arab-Malaysian Corporation Berhad Group. In 1998, Ms
public sanction or penalty imposed on him by any relevant
Ong joined MCL Corporation Bhd (MCL) Group as an
regulatory bodies during the financial period.
Assistant Accounts Manager. She continued her career with
the JCB Group following the reverse takeover of MCL. She
became the Group Accountant in January 2008 and moved
to her current position in 2015.
Seow Yuan Hui
General Manager, Export/Manufacturing
Ms Ong does not have any family relationship with any Mr Seow Yuan Hui, aged 32, male, Malaysian, joined the
director and/or major shareholder of JCB. She has no Jerasia Capital Bhd (JCB) Group in November 2010.
convictions for offences with the past five years. There He graduated from the University of Bath, United Kingdom
were no public sanction or penalty imposed on her by any with a Master of Engineering (Hons) in Mechanical
relevant regulatory bodies during the financial period. Engineering in 2004. After graduating, he acquired
invaluable experience as an Analyst for Accenture Malaysia
over a period of approximately two years. From 2007, he
Samantha Lim Siew Kee worked on specific project consultancies in the garment
Head of Human Resource & Administration manufacturing industry in Malaysia. He then joined
Canteran Apparel Sdn Bhd which is the Manufacturing and
Ms Samantha Lim Siew Kee, aged 55, female, Malaysian,
Export Division for the Group as General Manager.
was appointed as Head of Human Resource and
Administration in January 2008.
Mr Seow does not have any family relationship with
any director and/or major shareholder of JCB. He has
She pursued her secretarial studies at Pitmans Central
no conflict of interest with the Company and has had no
College in London after completing her A Levels. Following
her return, she started her career as a Private Secretary
were no public sanction or penalty imposed on him by any
to a Senior Partner at Price Waterhouse Coopers in 1987.
010
Chairm
State
011
an’s
ment Financial Performance
The current financial period ended 30 June 2016 covered
a period of 15 months due to the change in the Group’s
reporting date from 31 March to 30 June. This change
Dear Valued was envisaged to ensure continued and enhanced
operational and administrative efficiencies arising from
Shareholders, the implementation of Goods and Services Tax (‘GST’) on

1 April 2015. It is to be noted however, that with this change
On behalf of the Board in reporting date, any comparisons between this 15 months
financial period to previous financial periods of 12 months
of Directors, it gives
must take due cognizance of the differential in duration.
The financial period under review was indeed a challenging

me great pleasure to one, both in the domestic Malaysian as well as the
international trading environment. The Group, however,
present to you the demonstrated resilience to achieve a total turnover of
RM503.61 million over the 15 months in question. Profit
Annual Report and before tax was recorded at RM9.17 million. Turnover for
the Group had, in the first four quarters of this financial
Audited Financial period, increased by 15.4% to reach RM389.25 million from

RM337.23 million from the last 12 month financial period.
Statements of the Despite external shocks, the domestic economy is expected
Jerasia Capital Berhad

to grow. Bank Negara Malaysia (‘BNM’) projects the growth
rate at 4.0 – 4.5%. Nevertheless, as stated in BNM’s
Annual Report 2015, “the pace of expansion in domestic
(‘JCB’) Group for the demand, however, is expected to be more moderate amid
ongoing adjustments by consumers and investors to the
financial period ended challenging economic environment. Private consumption
growth is projected to trend below its long-term average, as
30 June 2016. households continue to make expenditure adjustments in

response to the lingering effects of the GST implementation,
and changes in administered prices. Household spending
will also be affected by weaker consumer sentiments due
to the uncertain conditions in the labour and financial
markets.”
012
Chairman’s
Statement
The global economy continues to be clouded by five quarters. In comparison for the 12 month period ended
uncertainties. Oil and commodity prices remain at low 31 March 2016, this division grew by 8.05% to RM216.70
levels while the currency markets were volatile and this million as compared to the previous 12 month period,
volatility still remains going forward. The recent historic totaling RM200.55 million.
Brexit referendum, of which its actual impact on the global
economy has not been fully appraised yet, all suggests Throughout the course of this 15 month financial period,
that it is well advised for the Group to adopt a prudent and the Group made strategic changes by closing smaller
vigilant approach. and older boutiques and relocating to better, bigger
locations. In Kuching, our Mango The Hills was relocated
and expanded to a new mall, Vivacity Megamall. The Group
Review of Operations also introduced the Mango Man, Mango Kids and Violeta by
Mango labels to the Kuching community.
Retail division
During the financial period ended 30 June, the Group’s The Group also unveiled Terranova’s sister brand, Calliope,
retail division attained a turnover of RM272.08 million for to the Malaysian market. The first Calliope store in Vivacity
Megamall, Kuching has been met with overwhelming
response and the Group has two more Calliope stores
slated to open in the greater Kuala Lumpur area.
In June 2016, the Group launched the first TRIO Basic store
in Batu Pahat and was met with a very promising response,
which in turn, encouraged us to open another TRIO
Basic boutique in Bintulu, Sarawak in August 2016. The
TRIO Basic concept was created as a gateway to smaller
townships across Malaysia, and with a 1,000-1,500 square
feet store, we are able to focus our product selection in
TRIO Basic to that of the most attractive, both in terms of
pricing and design. With this introduction of TRIO Basic, the
Group is now able to expand the TRIO brand further around
Malaysia, all the while lowering cost but still offering
customers the most attractive range of our TRIO products
at the best competitive values.
At this opportune time where there are many new upcoming

malls nationwide, the Group will, where feasible, maintain
its path of aggressively expanding to enable enhanced
growth in our retail division.
Manufacturing and Export Division

The manufacturing and export division recorded a turnover
of RM231.53 million for the financial period ended 30 June
2016. For the first four quarters of this financial period,
the division registered an increase of 26.2% to RM172.55
million as compared to turnover of the previous 12 months
financial period ended 31 March 2015 of RM136.68 million.
The manufacturing and export division has improved upon
its performance largely due to strong and continuing
support from its current customer base. In addition, Teddy
S.p.A, for which the retail division has a successful and
growing relationship, marketing the Terranova and Calliope
labels in Malaysia, has in the current financial period
013
successfully embarked on a manufacturing relationship

with the Group’s Cambodian manufacturing operations.
This is expected to see significant growth in the coming
financial quarters.
The Group will continue to commit towards growing the

manufacturing and export division to realize and maximize
its full potential, particularly at this point in time where
the current strength of the US Dollar is favourable towards
exports.
Future Prospects
With the continuing uncertainties in both the domestic and
international environment, the Group has increased its
level of vigilance and prudence. It is deepening its approach
of working more strategically and closely with its long
standing business partners to achieve mutually beneficial
success. The Group continues to take a long term positive
view of its future prospects.
Dividend
The Board does not propose any dividend for this financial
period.
Acknowledgement
On behalf of the Board of Directors, I wish to thank all
shareholders, business associates, clients, suppliers,
bankers, government authorities, and statutory bodies for
their confidence and support in JCB. Finally, I would like
to thank my fellow board members, the Management, and
the staff for their invaluable contribution and commitment
to the Group.
Dato’ Nik Mohamed Din bin Datuk Nik Yusoff

Chairman
014
Corporate Social
Responsibility
Statement
Jerasia Capital Berhad (“JCB”) as a Group believes that the fundamental principles of good
corporate governance and responsibility lie in the fact that organisations should place a
firm commitment towards Corporate Social Responsibility (“CSR”) activities. JCB’s vision
in CSR is based on being a socially responsible and caring corporate citizen, which places
a strong weightage towards achieving a balance between profitability and contributions.
Our CSR philosophy integrates our social and environmental The Group also strives to reduce the amount of
responsibilities into our business strategies for the natural resources used, by using electronic means of
sustainable growth of the Company, which is in line with communication instead of paper, and minimising travel
the CSR Framework for Public Listed Companies launched which emits carbon emissions by using video conferencing
by Bursa Malaysia Securities Berhad (“Bursa Securities”). and Skype whenever possible.
The Group emphasises CSR on four main focal areas,

which are the Environment, the Community, the Workplace The Community
and the Marketplace, in no order of priority.
During the course of the year, JCB made donations to
orphanages for them to be able to provide for the under-
privileged children.
The Environment
JCB understands that to be socially responsible and play The Group also has an internship programme for
an actual role in preserving the environment, it is essential undergraduates who have an interest in the fashion retail
to operate in an environmentally conscious manner. industry. From a timeframe of 1-3 months, the programme
Whenever and wherever possible, the Group has made exposes our interns to the wide value-chain spectrum of
efforts to reduce the impact of our business activity on the the fashion industry to provide them a hands-on learning
environment, especially in significant areas of impact such experience.
as electricity usage.
In September 2015, the yearly haze that blankets over
JCB continues to support the Earth Hour campaign, a Malaysia was exceptionally bad, with Pollutant Standards
yearly event that encourages communities worldwide to turn Index (PSI) readings reaching very unhealthy levels of over
off non-essential lights for one hour. All our boutiques in 200. The Group distributed N95 masks to employees of the
shopping malls across Malaysia reduced the number of lights Group, as well as to the students and staff of University
on the retail floor or windows for Earth Hour on 19 March.
015
Corporate Social
Responsibility
Statement
Kuala Lumpur, so that they will be protected from the

hazardous conditions brought about by the haze should it
be necessary that they carry out their duties outdoors.
The Workplace
JCB is committed in its social responsibilities at the
workplace by having in place a safety committee to oversee
the safety, health and welfare at work for all employees
and sending staff for workshops on safety in order to
ensure that working conditions are in compliance with the
requirements of the Occupational Safety and Health Act
1994 (OSHA).
In addition, JCB prioritises the welfare of its staff and

has made commitments towards enhancing academic
advancements for its staff as well as providing the
necessary medical financial aid.
Subsequent to the financial period ended 30 June 2016,

the Group was presented with an award by the Employees
Provident Fund (EPF) at their recent Appreciation Ceremony
on 29th September 2016. This Certificate of Appreciation
was awarded to the Group for having outstanding records,
diligently and responsibly contributing to the EPF on behalf
of the employer as well as its employees.
The Marketplace
JCB recognises that attention to good corporate governance
ensures that business sustainability is developed and
maintained. In line with this, the Group’s Code of Conduct
serves as the standard for business ethics and conduct
of the Group, creating a corporate culture in which the
business of the Group is conducted in an ethical and
professional manner and where the highest standards of
professionalism are upheld.
Furthermore, the Group emphasises and encourages the

usage of paper bags instead of plastic bags in an effort to
“go green”.
In line with our corporate policies on promoting business

sustainability through good corporate social responsibility,
JCB fully intends to continue to explore new opportunities
to increase our contribution to the community. Our
commitment and sincerity in giving something back to the
communities in which we operate will continue to remain
steadfast and consistent.
016
Audit Committee
Report
The Board of Directors of Jerasia Capital Berhad is pleased to present the Audit Committee Report for the financial period
ended 30 June 2016.
I. COMPOSITION
The Audit Committee (AC) comprises of four members, all of whom are Non-Executive Directors (NEDs), three being
Independent NEDs. This meets the requirements of paragraph 15.09(1)(b) of the Main Market Listing Requirements
of Bursa Malaysia Securities Berhad (MMLR). The AC Chairman, Dato’ Tan Yik Huay is a Fellow of the Chartered
Association of Certified Accountants, United Kingdom, a member of the Malaysian Institute of Accountants and a
life member of the Malaysian Association of Certified Public Accountants. As such, Jerasia complies with paragraph
15.09(1)(c)(i) of the MMLR.
The AC comprised of the following NEDs during the financial period ended 30 June 2016:-
Chairman : Dato’ Tan Yik Huay (Independent NED)

Members : Dato’ Nik Mohamed Din bin Datuk Nik Yusoff (Independent NED)
Dato’ Dr Yong Yuan Tan (Non-Independent NED)
Mr Andrew Hong Tat Beng (Independent NED)
II. MEETINGS AND MINUTES

During the financial period ended 30 June 2016, the AC held a total of six (6) meetings. The details of attendance of
the AC members are as follows:-
Members of the Audit Committee Number of Meetings Attended

Dato’ Tan Yik Huay 6/6
Dato’ Nik Mohamed Din bin Datuk Nik Yusoff 4/6
Dato’ Dr Yong Yuan Tan 6/6
Mr Andrew Hong Tat Beng 6/6
Deliberations during the AC meetings were recorded. Minutes of the AC meetings were tabled for confirmation at
the following AC meeting and subsequently presented to the Board for notation. The Chairman of the AC reports on
key issues discussed at each meeting to the Board.
The Chairman of the AC had engaged on a continuous basis with the Management, Internal Auditor and the External
Auditors, in order to keep abreast of matters and issues pertaining to the Group. The AC Chairman also conveyed to
the Board matters of significant concern as and when raised by the External Auditors or Internal Auditor.
III. AUTHORITY AND DUTIES

The terms of reference of the AC which laid down its functions and duties is accessible via the Company’s website
at www.jerasia.biz.
017
Audit Committee
Report
IV. SUMMARY OF ACTIVITIES AND WORK DURING THE FINANCIAL PERIOD ENDED 30 JUNE 2016
During the financial period ended 30 June 2016, the activities and work of the AC included the following:-
1. Financial Reporting
The AC reviewed the quarterly financial results and annual audited financial statements of the Group, and
duly recommended them to the Board for approval.
In the review of the quarterly financial results and annual audited financial statements, the AC focused
particularly on any changes in or implementation of major accounting policies changes, significant, unusual
events and compliance with accounting standards and other legal requirements. The AC’s recommendations
were presented at the Board meetings for approval.
2. External Audit
a. The AC undertook an assessment to assess the performance, suitability and independence of the
External Auditors and its fees. The External Auditors provide a declaration of its compliance with
the relevant ethical requirements regarding professional independence. Being satisfied with the
performance, suitability and the audit independence of the external auditors, the AC recommended
for the Board’s approval the appointment of Messrs SJ Grant & Thornton as External Auditors of
the Company.
b. The AC reviewed and approved the provision of non-audit services by External Auditors and its fees. In
considering that the nature of non-audit services will not impair the independence and objectivity of
the External Auditors, the AC approved the provision of the non-audit services by the external auditors.
c. The AC reviewed with the external auditors the results of the annual audited financial statement,
management letter and management’s response to the findings of the External Auditors and also the
Auditors’ report to the shareholders.
d. The AC reviewed with the external auditors, the annual Statement on Risk Management and Internal
Control for inclusion in the 2015 Annual Report.
e. The AC also discussed and followed up on resolutions on audit issues and recommendations of the
external auditors arising from annual audit.
f. The AC deliberated on the proposed change of financial reporting period of the Company and its
subsidiaries from 31 March 2016 to 30 June 2016. Having had the Management consulted the tax
consultants and external auditors on the proposed change and satisfied itself that there will not
be material issues resulting from the change, the AC recommended to the Board for approval the
proposed change of financial reporting period.
g. The AC reviewed with the external auditors the statutory audit plan for the financial period ended
30 June 2016 and the proposed fees for the statutory audit and review of the Statement on Risk
Management and Internal Control. The AC also approved the statutory audit plan for the financial
period ended 30 June 2016.
018
Audit Committee
Report
h. The AC held two private meetings with the external auditors where the external auditors were given
opportunities to raise issues or areas of concern, if any, without the presence of executive Board
members and the Management. During the private session with the external auditors, it was noted
that the external auditors had a professional and good working relationship with Management.
3. Internal Audit
a. The AC reviewed internal audit reports prepared by the Internal Audit function on findings and
recommendations with respect to systems and control deficiencies and follow up reports on
outstanding issues arising from prior audits. The AC reviewed the audit findings and recommendations
to improve any deficiencies or non-compliance, and the Management’s responses thereto.
b. The AC reviewed the internal audit plan for the financial period ending 30 June 2017 and determined
that audit coverage be expanded. The AC thereafter approved the revised internal audit plan with
expanded audit coverage.
c. The AC reviewed the adequacy of the scope, functions, competency and resources of the internal
audit functions and whether it has the necessary authority to carry out its work.
INTERNAL AUDIT FUNCTION

The internal audit function is performed in-house. It reports functionally to the AC. Internal Audit undertakes functions
based on the audit plan that is reviewed and approved by the AC.
The internal audit function adopts a risk based auditing approach, prioritising audit assignments based on the group’s
business activity, risk management and past audit findings. It reviews the key controls and its adequacy in responding to
risks within the organisation’s governance, operations and information system, assess principal risks and plans of action
to address these risks and recommends improvements to the existing systems and controls. In addition, Internal Audit
performs follow-ups on outstanding issues arising from prior audits.
During the financial period ended 30 June 2016, internal audit function had completed and reported audit assignments
covering reviews of the Corporate Risk Register, Goods and Services tax administration for the retail and manufacturing
divisions, insurance coverage, enterprise risk management policy & procedures and its applications, and follow up on
outstanding issues arising from prior audits. The total costs incurred for the Internal Audit function in respect of the
financial period ended 30 June 2016 was approximately RM73,900.
019
statement oN corporate
governance
The Board of Directors of Jerasia Capital Berhad is committed to maintain good corporate governance for long-term
sustainable growth and to safeguard, protect and enhance shareholders’ value.
This Statement on Corporate Governance aims to provide insights to the shareholders and investors on the corporate
governance practices of the Company for the financial period ended 30 June 2016.
1 ESTABLISH CLEAR ROLES AND RESPONSIBILITIES

1.1 Clear Functions Of The Board And Management
The Board of Directors (“Board”) is responsible for the overall governance of the Company and for overseeing
the management and business affairs. All Board members are expected to show good stewardship and act in
a professional manner, as well as uphold the core values of integrity and enterprise with due regard to their
fiduciary duties and responsibilities.
The Board has delegated certain responsibilities to the Board Committees, all of which operate within defined
terms of reference to assist the Board in the execution of its duties and responsibilities. The respective
Committees report to the Board on matters discussed and deliberated and makes recommendations to the
Board for final decision. The Board Committees include the Audit Committee, the Nomination Committee
and the Remuneration Committee.
The Executive Directors, representing the Management, are committed to and responsible for the
management of the Company’s business to ensure that the Company operates within a framework of
prudent and effective controls.
1.2 Clear Roles And Responsibilities

The Board has wide responsibilities which are discharged in the best interest of the Company. Among the key
responsibilities of the Board are as described below:-
a. Reviewing and adopting the Company’s strategic plans

The Board discharged its role in leading the directions of the Group, satisfying itself that the
management has continued to drive business growth and promotes sustainability, safeguarding the
welfare of the people and community within a harmonious state of the environment.
b. Overseeing the conduct of the Company’s business

The Executive Directors are responsible for the day-to-day management of the business and
operations of the Group. Management’s performance, under the leadership of the Executive Deputy
Chairman and Group Managing Director, is assessed by the Board through updates of the Group’s
operating drivers and financial performance during each reporting period. The Board is also kept
informed of key strategic initiatives, material operational issues, if any, and the Group’s performance.
020
STATEMENT ON CORPORATE
GOVERNANCE
c. Identifying principal risks and ensuring the implementation of appropriate internal controls and
mitigation measures
A statement featuring the Group’s risk management framework and internal control system is
included in pages 30 to 32 of this Annual Report.
d. Succession planning
In discharging its responsibility on succession planning, the Board receives updates on succession
planning which is a continuous process that takes place in the Group. In line with the expressed
succession planning goals, the Group consistently develops human capital. Emphasis will continue
to be placed on assessing leadership and management potential of employees for all key positions
including senior management positions. The succession planning process identifies and fosters the
next generation of leaders through mentoring and training, so they are ready to take the helm when
the time comes. Leaders are held accountable for the development of their people.
e. Overseeing the development and implementation of a shareholder communications policy for the
Company
The main features of the Company’s shareholder communication process is described on page 29 of
this Annual Report.
f. Reviewing the adequacy and the integrity of the management information and internal control
system of the Company
The Board is ultimately responsible for the adequacy and integrity of the Company’s internal control
system. Details pertaining to the Group’s internal control system is available in the Statement on Risk
Management and Internal Control of this Annual Report.
1.3 Code of conduct

The Jerasia Group, its Directors, Management and employees firmly believe in creating a corporate
culture to operate the businesses of the Group in an ethical manner and to uphold the highest standards
of professionalism and exemplary corporate conduct. The Board has established a Code of Conduct for
Directors and employees (“Code”). The Code serves to outline the standards of business conduct and ethical
behaviour which the Directors and employees should possess in discharging their duties and responsibilities.
The Code is published on the Company’s website at www.jerasia.biz.
1.4 STRATEGIES PROMOTING SUSTAINABILITY

The Company aims to promote sustainability by giving attention to environmental, social and governance
responsibilities. The Company understands that due diligence must be paid in order to develop and ensure
a sustainable future. A detailed report on the Company’s sustainability activities appears in the Corporate
Social Responsibility Statement.
021
GOVERNANCE
1.5 ACCESS TO INFORMATION AND ADVICE

All Directors are provided with Board meeting dossiers with sufficient notice to enable them to obtain a
comprehensive understanding of the issues to be deliberated upon and enable them to discharge their
duties effectively. They also have unrestricted access to all information with regard to the activities of the
Group and with the senior management. All members of the Board have access to the advice and services of
independent professional advisors, where necessary.
1.6 QUALIFIED AND COMPETENT COMPANY SECRETARY

The Board is regularly updated and appraised by the Company Secretary on new regulations issued by the
regulatory authorities.
The Company Secretary attends and ensures that all Board meetings are properly convened, and that proper
minutes of deliberations and decisions of the Board and Board Committees are recorded.
The Company Secretary works closely with Management to ensure timely and appropriate information flow
within and to the Board.
1.7 BOARD CHARTER

The Board Charter sets out the key values and principles of the Company, the composition, roles and
responsibilities of the Board. It also sets out the division of responsibilities between the Chairman and
Group Managing Director, Board and Management as well as the different committees established by the
Board. It acts as a source reference and primary induction literature to provide insights to prospective Board
members and senior management.
The Board Charter is available at the Company’s website at www.jerasia.biz.
2 STRENGTHEN COMPOSITION
2.1 NOMINATION COMMITTEE
The Nomination Committee (NC) comprises exclusively of the following Non-Executive Directors, a majority
of whom are independent:-
• Dato’ Tan Yik Huay (Chairman)

• Dato’ Nik Mohamed Din bin Datuk Nik Yusoff (Member)
• Dato’ Dr Yong Yuan Tan (Member)
• Mr Andrew Hong Tat Beng (Member)
The terms of reference of the NC which spells out its duties and responsibilities is accessible via the
Company’s website at www.jerasia.biz.
022
GOVERNANCE
The NC met four (4) times during the financial period ended 30 June 2016. The details of attendance of the
NC members are as follows:-
Members of the Nomination Committee Number of Meetings Attended

Dato’ Tan Yik Huay 4/4
Dato’ Nik Mohamed Din bin Datuk Nik Yusoff 3/4
Dato’ Dr Yong Yuan Tan 4/4
Mr Andrew Hong Tat Beng (Appointed on 14/7/2015) 2/2
During the financial period ended 30 June 2016, the activities of the NC included the following:-
(i) Review of candidate for appointment as a NC member

The NC reviewed and recommended for the Board’s approval, the appointment of Mr Andrew Hong
Tat Beng, an Independent Non-Executive Director as a member of the NC. The NC’s consideration
of criteria on selection of candidate for appointment as a member of the NC included experience,
professionalism, integrity, time commitment and ability to discharge functions and responsibilities
when expected.
(ii) Review of redesignation of positions

The NC reviewed and recommended for the Board’s approval, the redesignation of the position of
Datuk Yap Fung Kong from Group Managing Director to Executive Deputy Chairman following the
intention of Dato’ Dr Yong Yuan Tan to be redesignated from Non-Independent Non-Executive Deputy
Chairman to Non-Independent Non-Executive Director of the Company.
The NC also reviewed and recommended for the Board’s approval, the redesignation of position of Mr
Pronob Kumar Sen Gupta from Deputy Group Managing Director to Group Managing Director.
(iii) Review of Directors proposed for re-election/re-appointment

The NC reviewed and recommended to the Board, those retiring Directors who were eligible to stand
for re-election/re- appointment at the 15th Annual General Meeting of the Company.
The NC assessed the independence of the Independent Directors.
(iv) Board Assessment

The NC conducted an annual assessment and evaluation of the Board, Board Committees and
individual Directors including review of the board composition, mix of skills, independence and
diversity (including gender diversity) required to meet the needs of the Company.
(v) Review the performance of Audit Committee

The NC reviewed the term of office and performance of the Audit Committee (AC) and its members
and recommended for the Board’s approval, the continuation of service of the existing members of
the AC.
023
GOVERNANCE
(vi) Review of Executive Directors

The NC reviewed and recommended for the Board’s approval, the re-appointment of Executive
Directors whose contract of service were due for renewal.
Annual assessment
The NC conducts annually, assessments of the Board members, Board Committees and the individual
directors. The assessment involves individual directors and committee members completing separate
evaluation questionnaires covering areas which include, amongst others, the Board composition and
structure, operations, roles and responsibilities, skills and competencies, and performance/contribution of
the Board Committees. The process also assessed individual Director’s contribution to interaction, quality of
input and understanding of roles and responsibilities as a Director. The criteria for the evaluation are guided
by the Corporate Governance Guide – Towards Boardroom Excellence. The NC reviewed the overall results
of the assessment conducted and thereafter tabled the same to the Board for deliberation.
Boardroom Diversity
The Directors have a diverse set of skills, experience and knowledge necessary to govern the Group.
Together, they bring a wide range of competencies, capabilities, skills and relevant business experience to
lead the Group.
The Board is aware of the gender diversity initiatives and targets established by the Malaysian Government.
When appointing a Director, the NC and the Board will always evaluate and match the criteria of the candidate
to the Board based on experience, expertise, skills, competency, knowledge and potential contribution, and
also giving due consideration for boardroom diversity objectives.
The Board does not set any specific target for boardroom diversity but will work towards achieving the
appropriate boardroom diversity. The Board believes in providing equal opportunities to candidates based on
merit. Female representation will be considered when suitable candidates are identified.
In addition, the NC considers the following criteria in the board nomination and election process of directors:-
• Professionalism.
• Integrity.
• Time commitment.
• Ability to discharge functions and responsibilities expected.
024
GOVERNANCE
2.2 REMUNERATION COMMITTEE

The Remuneration Committee comprises of the following Directors, a majority of whom are Independent Non-
Executive Directors:-
• Dato’ Nik Mohamed Din bin Datuk Nik Yusoff (Chairman)
• Dato’ Tan Yik Huay (Member)
• Mr Pronob Kumar Sen Gupta (Member)
The Board recognises that the levels of remuneration should be sufficient to attract and retain the Executive
Directors needed to run the Company professionally and successfully. The remuneration package is structured
to reward individual performances. Non-Executive Directors are paid director’s fees for serving as Directors and/
or Chairman on the Board and its Committees. The Directors’ fees are approved at the annual general meeting by
shareholders.
The Remuneration Committee is responsible for recommending to the Board the framework of Executive Directors’
remuneration and the remuneration package of each Executive Director. Executive Directors do not participate in
decisions regarding their own remuneration package. Directors’ fees are approved at the Annual General Meeting
by the shareholders. The Remuneration Committee held one meeting during the financial period ended 30 June
2016 which was attended by all members.
Details of the aggregate remuneration of the Directors during the financial period ended 30 June 2016 are as
follows:-
Defined
Contribution
Fees Salaries Bonus Plans Total
RM RM RM RM RM
Received On Group Basis

Executive Directors - 1,950,000 60,000 242,042 2,252,042
Received from the Company

Non-Executive Directors 170,000 - - - 170,000
Received On Group Basis Received from the Company

Remuneration Bands (RM) No. of Executive Directors No. of Non-Executive Directors
Not exceeding 50,000 - 5

1,050,001 to 1,100,000 1 -
1,150,001 to 1,200,000 1 -
025
GOVERNANCE
3 REINFORCE INDEPENDENCE
3.1 ASSESSMENT OF INDEPENDENCE
1. The Board recognises the importance of independence and objectivity in its decision making process.
The Independent Non-Executive Directors play a crucial role of bringing objectivity to the decisions
made by the Board. They provide independent judgement and objectivity without being subordinated
to operational considerations. They help to ensure that the interests of all stakeholders are taken into
account. The Board assess the independence of an Independent Director through the Assessment of
Independence of Independent Directors under the annul Board evaluation process. The assessment
of independence is based on the criteria prescribed under the Main Market Listing Requirements.
During the financial period, none of the Independent Directors disclosed any relationships and/
or transactions that could interfere with their independent judgements or ability to act in the best
interest of the Company.
3.2 TENURE OF INDEPENDENT DIRECTORS

The Malaysian Code on Corporate Governance 2012 (“MCCG 2012”) recommends that the tenure of
independent directors should not exceed a cumulative term of nine years. Upon completion of the nine years,
an Independent Director may continue to serve on the Board subject to re-designation of the Independent
Director as a Non-Independent Director. However, if the Board intends to retain an Independent Director who
has served for a continuous period of more than nine years in a similar capacity, then the Board must justify
and seek shareholders’ approval before the said Independent Director can continue to act in such capacity
as set out in Recommendation 3.3 of the MCCG 2012.
The Board is of the view that the independence of the Independent Directors should not be determined solely
by their tenure of service. The Company nominates and appoints individuals of high calibre and integrity
and does not believe that a term of more than nine years can impair the independence of such individuals.
Dato’ Nik Mohamed Din bin Datuk Nik Yusoff and Dato’ Tan Yik Huay, who have served on the Board for more
than nine years, have incumbent knowledge of the Company’s and Group’s activities and corporate history
and provide invaluable contributions to the Board. They provide unbiased and balanced views to the Group’s
strategic direction and governance.
The Board through the NC, has assessed the independence of the Independent Non-Executive Directors
based on criteria set out in the Listing Requirements of Bursa Malaysia Securities Berhad taking into account
the individual Director’s ability to exercise independent and objective judgment at all times.
The NC and Board had determined that the two Independent Directors who have served on the Board for
more than nine years, remain objective and independent with the following justifications:-
• Both have confirmed and declared that they are Independent Directors as defined under the MMLR.
• Neither have any conflicts of interest with the Company.
• Both Directors do not participate in the day-to-day management of the Jerasia Group and they remain
free of any business relationship with the Company which could reasonably be perceived to interfere
with their exercise of independent judgement.
026
GOVERNANCE
• Both Directors bring their independent judgement to bear on the decision-making process of the
Group to ensure a fully balanced and unbiased deliberation process is in place to safeguard the
interest of shareholders.
The Board was satisfied with the level of independence demonstrated by all Independent Non-Executive
Directors and hence, had retained them as Independent Non-Executive Directors of the Company.
3.3 SEGREGATION OF POSITIONS OF CHAIRMAN AND MANAGING DIRECTOR

The Board has segregated the roles and responsibility for the running of the Board and the management of
the Group’s business.
The Chairman of the Board is Dato’ Nik Mohamed Din bin Datuk Nik Yusoff, an Independent Non-Executive
Director, who focuses on leadership and ensuring effectiveness of the Board.
The Group Managing Director is Mr Pronob Kumar Sen Gupta, who together with Datuk Yap Fung Kong,
the Executive Deputy Chairman manage the Group’s business, operations and implementation of the
Board’s decisions.
3.4 COMPOSITION OF THE BOARD

The Board is led and managed by experienced Board members from diverse backgrounds with a wide range
of expertise. It has seven (7) members, comprising two (2) Executive Directors and five (5) Non-Executive
Directors. Amongst the Non-Executive Directors, three (3) are Independent Non-Executive Directors
including the Chairman. This fulfills the prescribed requirement for one-third of the Board to be independent
as stated in the MMLR.
4 FOSTER COMMITMENT
4.1 TIME COMMITMENT
The Board meets at quarterly intervals with additional meetings convened when urgent and important
decisions need to be taken between scheduled meetings. Six (6) Board meetings were held during the
financial period ended 30 June 2016, with attendance of the Board members as follows:-
MEMBERS OF THE BOARD NUMBER OF MEETINGS ATTENDED

Dato’ Nik Mohamed Din bin Datuk Nik Yusoff 4 out of 6 meetings
Datuk Yap Fung Kong 6 out of 6 meetings
Mr Pronob Kumar Sen Gupta 6 out of 6 meetings
Dato’ Tan Yik Huay 6 out of 6 meetings
Dato’ Dr Yong Yuan Tan 6 out of 6 meetings
Dato’ Sri Mohd Haniff bin Abd Aziz 6 out of 6 meetings
Mr Andrew Hong Tat Beng 6 out of 6 meetings
The Board is satisfied with the level of commitment given by the Directors towards fulfilling their roles and
responsibilities.
027
GOVERNANCE
4.2 DIRECTORS’ TRAINING

The Board understands the importance of continuing education to ensure all Directors are equipped with
the necessary skills and knowledge to better fulfill their responsibilities. The Board acknowledges that
Directors’ training is an ongoing process and is mindful of the need for continuous training to keep abreast of
industry developments and trends. The Directors are encouraged to attend training sessions and seminars in
accordance with their respective needs in discharging their duties as Directors. Each Director can determine
the areas of training that he may require for personal development as a Director or as a member of a Board
Committee.
During the financial period, all Directors of the Company attended a course on Income Tax and Goods and
Services Tax Update, which was conducted in-house. In addition, Directors continuously receive briefings
and updates on the Group’s businesses and operations, new developments in the business environment,
corporate governance and new regulatory requirements. The Board continues to assess the training needs
of its Directors.
5 UPHOLD INTEGRITY IN FINANCIAL REPORTING

5.1 COMPLIANCE WITH APPLICABLE FINANCIAL REPORTING STANDARDS
In presenting the annual financial statements and quarterly announcements to shareholders, the Board of
Directors aims to present a balanced and a clear assessment of the Group’s financial position and prospects.
To this end, the Audit Committee (AC) reviews the quarterly and annual financial statements of the Company
and the Group prior to submission to the Board of Directors for consideration and approval to ensure
compliance with applicable financial reporting standards.
5.2 ASSESSMENT OF SUITABILITY AND INDEPENDENCE OF EXTERNAL AUDITORS

The Board maintains a transparent and professional relationship with the External Auditors through the
Audit Committee. Under existing practices, the AC met the external auditors twice during this financial
period to discuss their audit plan and their audit findings on the Company’s annual financial statements.
In addition, the AC will also have private meetings with the external auditors without the presence of the
Management to enable exchange of views on issues requiring attention.
The AC had undertaken an assessment on the suitability and independence of the external auditors.
In its assessment, the AC considered several factors, which included the adequacy of experience and
resources of the firm and the professional staff assigned to the audit and the level of non-audit services
rendered by the external auditors to the Company. The external auditors provided a declaration of its
compliance with the relevant ethical requirements regarding professional independence. Being satisfied
with the performance, suitability and the audit independence of the external auditors, the AC recommended
for the Board’s approval the appointment of Messrs SJ Grant & Thornton as external auditors of the Company.
028
GOVERNANCE
The amount of external audit fees and non-audit fees incurred for the financial period ended 30 June 2016
were as follows:-
Fee incurred Audit Fee (RM’000) Non-Audit Fee (RM’000)
The Company 20 10
The Group 188 47
The non-audit services were in respect of verification of inventories held on hand for claiming special refunds
pursuant to the requirements of the Goods and Services Tax Act 2014, review of an overseas subsidiary
statutory auditor’s work, review of sales verification to shopping mall management and statement of risk
management and internal control.
6 RECOGNISE AND MANAGE RISKS

6.1 SOUND FRAMEWORK TO MANAGE RISKS
The Board is responsible for establishing and maintaining a sound risk management and internal control
system to ensure that the shareholders’ investments and assets of the Company are safeguarded. The Board
through its Audit Committee evaluates the adequacy and effectiveness of the internal control system by
reviewing audit findings, recommendations of internal auditor, management responses and actions taken
on lapses.
An overview of the Group’s internal controls system and risk management framework is detailed in the
Statement on Risk Management and Internal Control.
The Company continues to maintain and review its internal control procedures to ensure, as far as possible,
its assets and its shareholders’ investments are protected.
6.2 INTERNAL AUDIT FUNCTION

The internal audit function is carried out by the Internal Audit Department that reports functionally to the AC,
and is further detailed in the Audit Committee Report.
029
GOVERNANCE
7 ENSURE TIMELY AND HIGH QUALITY DISCLOSURE

7.1 CORPORATE DISCLOSURE
The Board acknowledges the importance to provide shareholders and investors with comprehensive, timely
and accurate disclosures relating to the Company. Investor relations activities such as interviews by the
press from time to time are attended by the Chairman and/or Executive Directors to explain the Group’s
strategy, performance and major developments. The Company has also identified persons authorized and
responsible for the handling of material information.
The Company observed the Corporate Disclosure Guide issued by Bursa Malaysia Securities Berhad as well
as adhering to and complying with the disclosure requirements of the MMLR.
8 STRENGTHEN RELATIONSHIP BETWEN THE COMPANY AND SHAREHOLDERS

8.1 SHAREHOLDER PARTICIPATION AT GENERAL MEETINGS
The Company provides information to shareholders regarding details of the Annual General Meeting (AGM),
their entitlement to attend the AGM, the right to appoint a proxy as well as the qualifications of a proxy. All
relevant information is disclosed to shareholders in advance of the AGM to allow shareholders sufficient
time to go through and enable them to exercise their rights.
8.2 EFFECTIVE COMMUNICATION AND PROACTIVE ENGAGEMENT

The Board views the AGM as the principal forum for dialogue with shareholders. The Chairman and Board
members are in attendance at the AGM to provide explanations to all shareholder queries during the open
question and answer session on matters relating to the resolutions being proposed as well as the Group’s
business and affairs.
The Board appreciates feedback from their valued shareholders and in this regard, investor relations aim
to serve as a channel for shareholders to provide such feedback and views on the Group’s performance and
direction.
OTHER INFORMATION
MATERIAL CONTRACTS
There were no material contracts subsisting as at the end of the financial period or entered into since the end of the previous
financial year, by the Company or its subsidiaries, which involved the interest of the Directors and major shareholders.
030
STATEMENT ON RISK MANAGEMENT AND

INTERNAL CONTROL
In relation to risk management and internal control, the Board of Directors (the “Board”) of Jerasia Capital Berhad are
pleased to furnish the Statement on Risk Management and Internal Control which has been prepared in accordance with
the Guidelines for Directors of Listed Issuers under Bursa Securities Main Market Listing Requirement.
BOARD’S RESPONSIBILITIES
The Board, with assistance from the Executives and Senior Management has established an effective risk management
framework and internal control systems. The control framework is embedded into the processes, structures and culture
of the Group. However, the Board recognises that such systems are designed to manage risks rather than eliminate them,
and can provide only a reasonable and not absolute assurance against any material misstatement, loss or irregularities.
The Board has received assurances from the Executive Deputy Chairman and the Group Managing Director that the risk
management and internal control systems are operating adequately and effectively, in all material aspects, based on the
risk management and internal control framework of the Group.
The Board has delegated to the Audit Committee to review the risk management and internal control processes and reports.
KEY ELEMENTS OF RISK MANAGEMENT AND INTERNAL CONTROL SYSTEMS

The key elements of the Group’s risk management and internal control systems are described below:
• Policies and standard operating procedures are clearly defined documented and appropriately communicated to
all levels. These policies and procedures are reviewed regularly and updated when necessary, to meet operational,
changes in business environment and reporting needs.
• Clearly defined delegation of responsibilities to the Board Committees and the Management, including organisational
structure and appropriate authority limits. The limits of delegated authority are reviewed periodically and updated
when necessary.
• The Board holds regular meetings where pertinent matters are highlighted and discussed, thus ensuring that the
Board maintains an effective supervision over appropriate controls and risk issues. The Board is also kept updated
on the Group’s activities during regular meetings.
• The Board and the Audit Committee reviews the financial performance and cash flow reports of the Group on a
quarterly basis.
• Comprehensive information is provided to the Board and the Audit Committee for monitoring of performance
against strategic plans, covering all key financial and operational indicators.
• The Audit Committee reviews risk management and internal control issues identified in internal audit reports and
External Auditors’ management letters.
• There are periodic internal audit reviews of the key activities of the Group’s businesses and business units to assess
the adequacy and effectiveness of internal control.
031

INTERNAL CONTROL
• The Internal Audit Department reviews all operational and financial areas of the Group and ensures that procedural
compliances are met and carried out.
• A whistleblowing policy was put in place subsequent to the financial period to facilitate and encourage whistleblowing.
This policy ensures that there are appropriate, transparent and confidential feedback channels available to
employees and stakeholders, and when necessary, to raise concerns about any possible improprieties, improper
conduct or other malpractices occurring within the Group.
During the financial period under review, some deficiencies in internal control were identified. However, as these
deficiencies did not materially impacted the Group’s business or operations in any way, they were not included in this
statement. Nevertheless, measures to correct these deficiencies have been taken or are being taken.
RISK MANAGEMENT FUNCTION

The Board, in fulfilling its responsibilities, has established an operational organisational structure with clearly defined lines
of accountability and delegated authority. A process of hierarchical reporting is also in place to provide for a documented
and auditable trail of accountability. In addition, all employees are instilled with a risk awareness culture, which emphasizes
the need for strong corporate governance, effective communication, commitment to compliance with laws, regulations and
internal controls, and integrity in all responsibilities.
The Group has in place an ongoing process for identifying, evaluating and managing any significant risks faced by the Group
throughout the financial period under review. The level of risk tolerance of the Group is expressed through the use of a risk
impact and likelihood matrix. The Group will only accept a commercial level of risk that will provide reasonable assurance
on the long term profitability and sustainability of the Group.
The Management also periodically reviews areas of risk associated with the Group’s business and operations including
financial risk, operational risk and strategic risk to ensure the corporate objectives and strategies are achieved within the
acceptable risk parameters. A risk profile of the Group had been developed, which together with a summary of the key
findings and corresponding action plans, are presented and discussed at the Audit Committee and Board meetings.
The Board through the Audit Committee, who is assisted by the Internal Audit Department, periodically reviews these
processes as well as the risk management framework as an ongoing commitment to continuously strengthen the risk
management and control environment of the Company.
During the financial period, all departments have updated the respective risk profiles, reviewed internal control systems
and proposed internal control processes to enhance efficiencies of the daily operations which is in turn, reviewed by the
Internal Audit Department and reported to the Audit Committee on a timely manner.
INTERNAL AUDIT FUNCTION

The Group has adequately resourced the internal audit function which acts independently and whose primary responsibility
is to assure the Board, through the Audit Committee, that the internal control systems function operate at different levels
of effectiveness.
032

INTERNAL CONTROL
The Head of Internal Audit/Monitoring and Compliance annually submits the internal audit plan to the Audit Committee
for review and approval. The internal audit plan consists of the work schedule for the next financial year. The internal audit
plan is developed based on prioritization of the audit universe using a risk-based approach. Any significant deviation from
the approved plan will be communicated to the Audit Committee and/or Management through periodic activity reports.
On a quarterly basis, the Head of Internal Audit/Monitoring and Compliance presents to the Audit Committee on the
internal audit reports in accordance with its approved plan. Included in the audit reports, there are recommended corrective
measures on deficiencies in internal control, if any, for Management to be implemented. The Internal Audit Department
also reports on other matters that are required and/or requested by the Board and/or Audit Committee.
REVIEW OF STATEMENT BY EXTERNAL AUDITORS

As required by paragraph 15.23 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the External
Auditors, Messrs SJ Grant Thornton, have reviewed this Statement on Risk Management and Internal Control in accordance
with the Recommended Practice Guide 5 (Revised) issued by the Malaysian Institute of Accountants, for inclusion in the
Annual Report for the financial period from 1 April 2015 to 30 June 2016 and reported to the Board that nothing has come to
their attention that causes them to believe that the Statement is inconsistent with their understanding of the processes that
the Board has adopted in the review of the adequacy and effectiveness of risk management and internal control systems
within the Group. RPG5 (Revised) does not require the External Auditors to consider whether this Statement covers all risk
and controls, or to form an opinion on the adequacy and effectiveness of the risk management and internal control system
of the Group including the assessment and opinion by the Board and management thereon.
CONCLUSION
The Board is of the view that the risk management framework and internal control systems that have been instituted are
satisfactory and adequate to provide reasonable assurance to safeguard the Group’s assets and shareholders’ investments,
and as a result there were no material losses incurred during the financial period under review.
The Statement on Risk Management and Internal Control is made in accordance with a resolution of the Board dated
4 October 2016.
033
Statement of Directors’
Responsibility for Preparing the Financial Statements
• made judgements and estimates that are reasonable

and prudent; and
• prepared the financial statements on a going
concern basis.
The Directors are responsible to ensure that the Group and

the Company keep accounting records which disclose the
financial position of the Group and of the Company with
reasonable accuracy, enabling them to ensure that the
financial statements comply with the Act.
The Directors are required by the Companies Act, 1965 The Directors are responsible for taking such steps as are
(“the Act”) to prepare financial statements for each reasonably open to them to safeguard the assets of the
financial year which have been made out in accordance Group and the Company, and to detect and prevent fraud
with applicable Malaysian Financial Reporting Standards and other irregularities.
(“MFRSs”), International Financial Reporting Standards
(“IFRSs”) and the requirements of the Act.
The Directors are responsible to ensure that the financial

statements give a true and fair view of the state of affairs
of the Group and of the Company at the end of the financial
year, and of the results and cash flows of the Group and of
the Company for the financial year.
In preparing the financial statements, the Directors have:-
• adopted appropriate accounting policies and applied

them consistently;
034
035
Financial
reports
036 | Directors’
Report
043 | Statements of
Financial Position
046 | Statements of
Cash Flows
040 | Statement by 044 | Statements of 048 | Notes to the

Directors Profit or Loss Financial
and Other Statements
Comprehensive
040 | Statutory Income
Declaration 099 | Disclosure of
Realised and
045 | Statements of Unrealised Profits
041 | Independent Changes in Equity or Losses
Auditors’ Report
036
Directors’
Report
FOR THE FINANCIAL PERIOD FROM 1 APRIL 2015 TO 30 JUNE 2016
The Directors have pleasure in submitting their report together with the audited financial statements of the Group and of
the Company for the financial period from 1 April 2015 to 30 June 2016.
PRINCIPAL ACTIVITIES
The principal activities of the Company are investment holding and the provision of management consultancy services to
subsidiaries within the Group. The principal activities of its subsidiaries are disclosed in Note 6 to the financial statements.
There have been no significant changes in the nature of the activities of the Company and its subsidiaries during the
financial period.
RESULTS
Group Company
RM RM
Profit for the financial period attributable to owners of the Company 7,112,460 109,690
DIVIDENDS
There were no dividends proposed, declared or paid by the Company since the end of the previous financial year.
RESERVES AND PROVISIONS

There were no material transfers to or from reserves or provisions during the financial period, except for those disclosed
in the financial statements.
DIRECTORS
The Directors in office since the date of the last report are as follows:-
Dato’ Nik Mohamed Din bin Datuk Nik Yusoff

Datuk Yap Fung Kong
Pronob Kumar Sen Gupta
Dato’ Tan Yik Huay
Dato’ Dr Yong Yuan Tan
Dato’ Sri Mohd Haniff bin Abd Aziz
Andrew Hong Tat Beng
037
Directors’
Report
DIRECTORS’ INTERESTS
In accordance to the Register of Directors’ Shareholdings, the beneficial interests of those who were Directors at the end
of the financial period in the shares of the Company are as follows:-
Number of ordinary shares of RM1 each

At At
Direct Interests 1.4.2015 Bought Sold 30.6.2016
Datuk Yap Fung Kong 23,205,004 - - 23,205,004

Dato’ Dr Yong Yuan Tan 12,810,000 - - 12,810,000
Dato’ Sri Mohd Haniff bin Abd Aziz 10,980,002 - - 10,980,002
Dato’ Tan Yik Huay 120,000 - - 120,000
Andrew Hong Tat Beng 28,000 - (28,000) -
Dato’ Nik Mohamed Din bin Datuk Nik Yusoff 10,000 - - 10,000
By virtue of their interests in the shares of the Company, Datuk Yap Fung Kong and Dato’ Dr Yong Yuan Tan are deemed
to have an interest in the shares in the subsidiaries to the extent the Company has an interest under Section 6A of the
Companies Act 1965.
DIRECTORS’ BENEFITS
During and at the end of the financial period, no arrangements subsisted to which the Company is a party, with the object
or objects of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in or debentures
of the Company or any other body corporate.
Since the end of the previous financial year, no Director has received or become entitled to receive any benefit (other than
benefits included in the aggregate amount of emoluments received or due and receivable by Directors or the fixed salary
of a full time employee of the Company as shown in the notes to the financial statements) by reason of a contract made by
the Company or a related corporation with the Director or with a firm of which the Director is a member, or with a company
in which the Director has a substantial financial interest.
ISSUE OF SHARES AND DEBENTURES

There was no issuance of shares or debentures during the financial period.
038
Directors’
Report
OTHER STATUTORY INFORMATION

Before the financial statements of the Group and of the Company were made out, the Directors took reasonable steps:-
(a) to ascertain that action had been taken in relation to the writing off of bad debts and the making of provision for
doubtful debts and satisfied themselves that all known bad debts had been written off and no provision for doubtful
debts was required; and

(b) to ensure that any current assets which were unlikely to be realised in the ordinary course of business including
their values as shown in the accounting records of the Group and of the Company have been written down to an
amount which they might be expected so to realise.
At the date of this report, the Directors are not aware of any circumstances:-
(a) which would render it necessary to make any provision for doubtful debts in the financial statements of the Group
and of the Company or the amount written off for bad debts 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 which 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 the report or the financial statements which would render any amount stated in the
financial statements 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 financial period
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 financial period.
In the opinion of the Directors:-
(a) 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 financial period which, in the opinion of the Directors, will or may affect the ability of the
Group and of the Company to meet their obligations as and when they fall due;
(b) the results of operations of the Group and of the Company during the financial period were not substantially affected
by any item, transaction or event of a material and unusual nature; and
(c) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the
financial period and the date of the report which is likely to affect substantially the results of the operations of the
Group and of the Company in the financial period in which this report is made.
039
Directors’
Report
AUDITORS
The Auditors, Messrs SJ Grant Thornton, have expressed their willingness to continue in office.
Signed on behalf of the Board of Directors in accordance with the Directors’ resolution dated 4 October 2016.
DATUK YAP FUNG KONG

Director
PRONOB KUMAR SEN GUPTA

Director

Kuala Lumpur
040
STATEMENT BY
DIRECTORS
PURSUANT TO SECTION 169(15) OF THE COMPANIES ACT, 1965
In the opinion of the Directors, the financial statements set out on pages 43 to 98 are drawn up in accordance with Malaysian
Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act,
1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 30 June
2016 and of their financial performance and cash flows for the financial period from 1 April 2015 to 30 June 2016.
In the opinion of the Directors, the information set out on page 99 to the financial statements had been compiled in
accordance with the Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in
the Context of Disclosures Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, issued by the Malaysian
Institute of Accountants, and presented based on the format prescribed by Bursa Malaysia Securities Berhad.
Signed on behalf of the Board of Directors in accordance with the Directors’ resolution dated 4 October 2016.

DATUK YAP FUNG KONG PRONOB KUMAR SEN GUPTA
Director Director
Kuala Lumpur
STATUTORY
DECLARATION
PURSUANT TO SECTION 169(16) OF THE COMPANIES ACT, 1965
I, Pronob Kumar Sen Gupta, being the Director primarily responsible for the financial management of Jerasia Capital
Berhad, do solemnly and sincerely declare that to the best of my knowledge and belief, the financial statements set
out on pages 43 to 98 and the financial information set out on page 99 are correct and I make this solemn declaration
conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960.
Subscribed and solemnly declared by )

the abovenamed at Kuala Lumpur in )
the Federal Territory this day of )
4 October 2016. )
PRONOB KUMAR SEN GUPTA
Director
Before me:
S.ARULSAMY (W.490)
Commissioner for Oaths
041
INDEPENDENT AUDITORS’
REPORT
TO THE MEMBERS OF JERASIA CAPITAL BERHAD (Incorporated in Malaysia) Company No: 503248 - A
Report on the Financial Statements

We have audited the financial statements of Jerasia Capital Berhad, which comprise statements of financial position as
at 30 June 2016 of the Group and of the Company, and statements of profit or loss and other comprehensive income,
statements of changes in equity and statements of cash flows of the Group and of the Company for the financial period
from 1 April 2015 to 30 June 2016, and a summary of significant accounting policies and other explanatory information, as
set out on pages 43 to 98.
Directors’ Responsibility for the Financial Statements

The Directors of the Company are responsible for the preparation of financial statements so as give a true and fair
view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and
the requirements of the Companies Act, 1965 in Malaysia. The Directors are also responsible for such internal control
as the Directors determine is necessary to enable the preparation of financial statements that are free from material
misstatements, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit
in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement
of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control
relevant to the entity’s preparation of financial statements that gives a true and fair view in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s
internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness
of accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements give a true and fair view of the financial position of the Group and of the Company
as at 30 June 2016 and of their financial performance and cash flows for the financial period from 1 April 2015 to 30 June
2016 in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the
requirements of the Companies Act, 1965 in Malaysia.
042
INDEPENDENT AUDITORS’
REPORT
TO THE MEMBERS OF JERASIA CAPITAL BERHAD (Incorporated in Malaysia) Company No: 503248 - A
Report on Other Legal and Regulatory Requirements

In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following:-
(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and
its Malaysian subsidiaries have been properly kept in accordance with the provisions of the Act.
(b) We have considered the financial statements and the auditors’ report of the subsidiary of which we have not acted
as auditors which is indicated in Note 6 to the financial statements.
(c) We are satisfied that the accounts of the subsidiaries that have been consolidated with the Company’s financial
statements are in form and content appropriate and proper for the purposes of the preparation of the financial
statements of the Group and we have received satisfactory information and explanations required by us for those
purposes.
(d) The auditor’s reports on the accounts of the subsidiaries did not contain any qualification or any adverse comment
made under Section 174 (3) of the Act.
Other Reporting Responsibilities
The supplementary information set out on page 99 is disclosed to meet the requirements of Bursa Malaysia Securities
Berhad and is not part of the financial statements. The Directors are responsible for the preparation of the supplementary
information in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or
Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the
Malaysian Institute of Accountants (“MIA Guidance”) and the directive of Bursa Malaysia Securities Berhad. In our opinion,
the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and the directive
of Bursa Malaysia Securities Berhad.
Other Matters
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies
Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of
this report.

SJ GRANT THORNTON SUNG FONG FUI
(NO. AF: 0737) (NO: 2971/08/17(J))
CHARTERED ACCOUNTANTS CHARTERED ACCOUNTANT
Kuala Lumpur
4 October 2016
043
STATEMENTS OF
FINANCIAL POSITION as at 30 JUNE 2016
Group Company
Note 30.6.2016 31.3.2015 30.6.2016 31.3.2015
RM RM RM RM
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment 4 62,632,110 42,905,002 - -
Intangible assets 5 30,827,441 30,030,402 - -
Investment in subsidiaries 6 - - 101,892,628 101,892,628
Deferred tax assets 7 1,270,927 1,533,293 - -
Total non-current assets 94,730,478 74,468,697 101,892,628 101,892,628
CURRENT ASSETS
Inventories 8 82,128,234 62,944,145 - -
Trade and other receivables 9 94,703,426 78,053,948 2,000 2,000
Tax recoverable 491,777 - - -
Cash and bank balances 9,822,897 10,227,947 38,023 56,333
Total current assets 187,146,334 151,226,040 40,023 58,333
TOTAL ASSETS 281,876,812 225,694,737 101,932,651 101,950,961
EQUITY AND LIABILITIES

EQUITY
Equity attributable to owners of the Company:
Share capital 10 82,046,114 82,046,114 82,046,114 82,046,114
Foreign exchange translation reserve (1,049,559) (1,739,228) - -
Retained earnings 60,945,867 53,833,407 11,509,445 11,399,755
TOTAL EQUITY 141,942,422 134,140,293 93,555,559 93,445,869
NON-CURRENT LIABILITIES
Deferred tax liabilities 7 1,125,385 783,718 - -
Bank borrowings (unsecured) 11 12,319,291 6,744,449 - -
Total non-current liabilities 13,444,676 7,528,167 - -
CURRENT LIABILITIES
Trade and other payables 12 36,055,050 17,578,106 34,500 32,500
Tax payable - 280,821 - -
Amount due to subsidiaries 13 - - 8,342,592 8,472,592
Bank borrowings (unsecured) 11 90,434,664 66,167,350 - -
Total current liabilities 126,489,714 84,026,277 8,377,092 8,505,092
TOTAL LIABILITIES 139,934,390 91,554,444 8,377,092 8,505,092
TOTAL EQUITY AND LIABILITIES 281,876,812 225,694,737 101,932,651 101,950,961
The accompanying notes form an integral part of the financial statements.

044
STATEMENTS OF PROFIT OR LOSS AND

OTHER COMPREHENSIVE INCOME
Group Company
1.4.2015 1.4.2014 1.4.2015 1.4.2014
to to to to
Note 30.6.2016 31.3.2015 30.6.2016 31.3.2015
RM RM RM RM
Revenue 14 503,609,566 337,232,251 480,000 300,000

Cost of sales (348,649,934) (233,570,002) - -
Gross profit 154,959,632 103,662,249 480,000 300,000
Other operating income 3,172,392 6,248,857 - -
Selling and distribution expenses (32,612,891) (28,382,747) - -
Other operating expenses (111,585,678) (68,041,847) (370,310) (268,444)
Finance costs (4,765,223) (2,579,680) - -
Profit before tax 15 9,168,232 10,906,832 109,690 31,556
Tax expense 16 (2,055,772) (878,323) - (181)
Profit for the financial period/year 7,112,460 10,028,509 109,690 31,375
Other comprehensive income, net of tax

Foreign exchange translation reserve 689,669 733,400 - -
Total comprehensive income for the

financial period/year attributable to
owners of the Company 7,802,129 10,761,909 109,690 31,375
Earnings per share attributable to owners

of the Company (sen) :-
- Basic and diluted 17 8.67 12.22

045
STATEMENTS OF
CHANGES IN EQUITY FOR THE FINANCIAL PERIOD FROM 1 APRIL 2015 TO 30 JUNE 2016
Attributable to owners of the Company

Non-distributable Distributable
Foreign
exchange
Share translation Retained Total
capital reserve earnings equity
Group RM RM RM RM
Balance as at 1 April 2014 82,046,114 (2,472,628) 43,804,898 123,378,384

Profit for the financial year - - 10,028,509 10,028,509
Other comprehensive income - 733,400 - 733,400
Total comprehensive income for the financial year - 733,400 10,028,509 10,761,909
Balance as at 31 March 2015 82,046,114 (1,739,228) 53,833,407 134,140,293
Profit for the financial period - - 7,112,460 7,112,460
Other comprehensive income - 689,669 - 689,669
Total comprehensive income for the financial period - 689,669 7,112,460 7,802,129
Balance as at 30 June 2016 82,046,114 (1,049,559) 60,945,867 141,942,422
Company
Balance as at 1 April 2014 82,046,114 - 11,368,380 93,414,494
Profit/Total comprehensive income for the
financial year - - 31,375 31,375
Balance as at 31 March 2015 82,046,114 - 11,399,755 93,445,869
Profit/Total comprehensive income for the
financial period - - 109,690 109,690
Balance as at 30 June 2016 82,046,114 - 11,509,445 93,555,559

046
STATEMENTS OF
CASH FLOWS
Group Company
1.4.2015 1.4.2014 1.4.2015 1.4.2014
to to to to
Note 30.6.2016 31.3.2015 30.6.2016 31.3.2015
RM RM RM RM
OPERATING ACTIVITIES
Profit before tax 9,168,232 10,906,832 109,690 31,556
Adjustments for:-
Bad debts written off 61,006 181,455 - -
Depreciation of property, plant and equipment 13,748,139 8,837,124 - -
Dividend income - - (480,000) (300,000)
Gain on disposal of property, plant and
equipment (6,185) (54,416) - -
Interest expense 4,765,223 2,579,680 - -
Interest income (13,657) (2,329) - -
Inventories written off - 201,449 - -
Inventories written down - 166,008 - -
Property, plant and equipment written off 97,445 152,640 - -
Unrealised gain on foreign exchange (561,133) (4,510,596) - -
Operating profit/(loss) before working

capital changes 27,259,070 18,457,847 (370,310) (268,444)
Changes in working capital:-

Inventories (17,876,266) (67,593) - -
Receivables (12,249,165) (8,808,023) - -
Payables 15,028,465 (3,236,310) 2,000 5,500
Cash generated from/(used in) operations 12,162,104 6,345,921 (368,310) (262,944)

Tax (paid)/refunded (2,224,337) (1,910,432) - 34,859
Net cash from/(used in) operating activities 9,937,767 4,435,489 (368,310) (228,085)
INVESTING ACTIVITIES
Dividend received - - 480,000 300,000
Interest received 13,657 2,329 - -
Subsidiaries - - (130,000) (50,000)
Purchase of intangible assets (797,039) (846,239) - -
Purchase of property, plant and equipment (33,458,589) (12,809,783) - -
Proceeds from disposal of property, plant and
equipment 23,241 54,420 - -
Net cash (used in)/from investing activities (34,218,730) (13,599,273) 350,000 250,000
047
STATEMENTS OF
CASH FLOWS
Group Company
1.4.2015 1.4.2014 1.4.2015 1.4.2014
to to to to
Note 30.6.2016 31.3.2015 30.6.2016 31.3.2015
RM RM RM RM
FINANCING ACTIVITIES
Net proceeds of term loans 8,396,113 7,450,832 - -
Net proceeds of bankers’ acceptances 5,825,000 3,048,000 - -
Net (repayments)/proceeds of revolving credits (1,550,000) 4,250,000 - -
Net proceeds of trust receipts 15,637,915 2,929,906 - -
Interest paid (4,765,223) (2,579,680) - -
Net cash from financing activities 23,543,805 15,099,058 - -
CASH AND CASH EQUIVALENTS

Net changes (737,158) 5,935,274 (18,310) 21,915
Effect of changes in exchange rate 277,907 29,142 - -
Brought forward 9,139,954 3,175,538 56,333 34,418
Carried forward A 8,680,703 9,139,954 38,023 56,333
NOTE TO STATEMENTS OF CASH FLOWS
A. CASH AND CASH EQUIVALENTS
Cash and cash equivalents included in the statements of cash flows comprise the following amounts:-
Group Company
Note 30.6.2016 31.3.2015 30.6.2016 31.3.2015
RM RM RM RM
Cash and bank balances 9,822,897 10,227,947 38,023 56,333

Bank overdrafts 11 (1,142,194) (1,087,993) - -
8,680,703 9,139,954 38,023 56,333

048
NOTES TO THE FINANCIAL

STATEMENTS
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 registered office is located at Suite 1008, 10th Floor, Wisma Lim
Foo Yong, No. 86, Jalan Raja Chulan, 50200 Kuala Lumpur. The principal place of business of the Company is located
at No. 2-8, Lorong 6E/91, Taman Shamelin Perkasa, Batu 3 1/2, Jalan Cheras, 56100 Kuala Lumpur.
The principal activities of the Company are investment holding and the provision of management consultancy
services to subsidiaries within the Group. The principal activities of its subsidiaries are disclosed in Note 6 to the
financial statements respectively.
There have been no significant changes in the nature of the activities of the Company and its subsidiaries during
The financial statements were authorised for issue by the Board of Directors in accordance with the Directors’
resolution dated 4 October 2016.
2. BASIS OF PREPARATION
2.1 Statement of Compliance
The financial statements of the Group and of the Company have been prepared in accordance with Malaysian
Financial Reporting Standards (“MFRSs”), International Financial Reporting Standards (“IFRSs”) and the
requirements of the Companies Act, 1965 in Malaysia.
2.2 Basis of Measurement

The financial statements of the Group and of the Company are prepared under the historical cost convention,
unless otherwise disclosed in the significant accounting policies.
Historical cost is generally based on the fair value of the consideration given in exchange for goods and
services.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The fair value measurement is based
on the presumption that the transaction to sell the asset or transfer the liability takes place either in the
principal market for the asset or liability, or in the absence of a principal market, in the most advantageous
market for the asset or liability. The principal or the most advantageous market must be accessible to by
the Group.
The fair value of an asset or a liability is measured using the assumptions that market participants would
use when pricing the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial market takes into account a market participant’s ability to
generate economic benefits by using the asset in its highest and best use or by selling it to another market
participant that would use the asset in its highest and best use.
049

STATEMENTS
2. BASIS OF PREPARATION (CONT’D)

2.2 Basis of Measurement (Cont’d)
The Group and the Company use valuation techniques that are appropriate in the circumstances and for
which sufficient data are available to measure fair value, maximising the use of relevant observable inputs
and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are
categorised within the fair value hierarchy, described as follows, based on the lowest level input that is
significant to their fair value measurement as a whole:-
Level 1 - Quoted (unadjusted) market prices in active markets for the identical assets.
Level 2 - Valuation techniques for which the lowest level input that is significant to their fair
value measurement is directly or indirectly observable.
Level 3 - Valuation techniques for which the lowest level input that is significant to their fair
value measurement is unobservable.
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group and
the Company determine whether transfers have occurred between levels in the hierarchy by re-assessing
categorisation (based on the lowest level input that is significant to their fair value measurement as a whole)
at the end of each reporting period.
For the purpose of fair value disclosures, the Group and the Company have determined classes of assets
and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of fair
value hierarchy as explained above.
2.3 Functional and Presentation Currency

The financial statements are presented in Ringgit Malaysia (“RM”) which is the Company’s functional
currency and all values are rounded to the nearest RM except when otherwise stated.
050

STATEMENTS

2.4 Adoption of Amendments to MFRSs and IC Interpretations (“IC Int”)
The Group and the Company have consistently applied the accounting policies set out in Note 3 to the
financial statements to all periods presented in these financial statements, except for the changes below.
At the beginning of current financial period, the Group and the Company have adopted amendments
to MFRSs and IC Int which are mandatorily effective for the accounting period that begins on or after
1 April 2015.
Initial application of the amendments to the standards and IC Int did not have material impact to the financial
statements.
2.4.1 Annual Improvement to MFRS 2010-2012 Cycle

MFRS 13 Fair Value Measurement
It clarifies that the basis for conclusion that short-term receivables and payables with no stated
interest rates can be measured at invoice amounts when the effect of discounting is immaterial.
2.4.2 Annual Improvements to MFRSs 2011 – 2013 Cycle

MFRS 13 Fair Value Measurement
The amendment clarifies that the portfolio exception in MFRS 13 can be applied not only to the
financial assets and financial liabilities, but also to other contracts within the scope of MFRS 9 (or
MFRS 139, as applicable).
The adoption of amendments does not have material impact on the Company’s financial statements.
2.5 Standards Issued But Not Yet Effective

At the date of authorisation of these financial statements, certain new standards, amendments and
interpretations to existing standards have been published by the Malaysian Accounting Standards Board but
are not yet effective, and have not been adopted by the Company.
Management anticipates that all of these relevant pronouncements will be adopted in the Company’s
accounting policies for the first period beginning after the effective date of the pronouncement. Information
on new standards, amendments and interpretations that are expected to be relevant to the Company’s
financial statements is provided below. Certain other new standards and interpretations have been issued
but are not expected to have a material impact on the Company’s financial statements.
051

STATEMENTS

2.5 Standards Issued But Not Yet Effective (Cont’d)
MFRS 9 Financial Instruments – effective 1 January 2018
MFRS 9 replaces MFRS 139 Financial Instruments: Recognition and Measurement and all previous version
of MFRS 9. The new standard introduces extensive requirements and guidance for classification and
measurement of financial assets and financial liabilities which fall under the scope of MFRS 9, new “expected
credit loss model” under the impairment of financial assets and greater flexibility has been allowed in hedge
accounting transactions. Upon adoption of MFRS 9, financial assets will be measured at either fair value or
amortised cost. It is also expected that the Group’s investment in unquoted shares will be measured at fair
value through other comprehensive income.
The adoption of MFRS 9 will result in a change in accounting policy. The Company is currently assessing the
impact of MFRS 9 and plans to adopt the new standard on the required effective date.
MFRS 15 Revenue from Contracts with Customers – effective 1 January 2018

MFRS 15 presents new requirements for the recognition of revenue, replacing the guidance of MFRS 111
Construction Contracts, MFRS 118 Revenue, IC Int 13 Customer Loyalty Programmes, IC Int 15 Agreements
for Construction of Real Estate, IC Int 18 Transfers of Assets from Customers and IC Int 131 Revenue –
Barter Transaction Involving Advertising Services. The principles in MFRS 15 provide a more structured
approach to measuring and recognising revenue. It establishes a new five-step model that will apply to
revenue arising from contracts with customers. Under MFRS 15 revenue is recognised at an amount that
reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or
services to a customer.
MFRS 16 Leases – effective 1 January 2019

MFRS 16 replaces MFRS 117 Leases. MFRS 16 eliminates the distinction between finance and operating
leases for lessees. As off-balance sheet will no longer be allowed except for some limited practical
exemptions, all leases will be brought onto the statement of financial position by recognising a “right-of-
use” asset and a lease liability. In other words, for a lessee that has material operating leases, the assets and
liabilities reported on its statement of financial position are expected to increase substantially.
Amendments to MFRS 107 Statement of Cash Flows: Disclosure Initiative – effective 1 January 2017
The amendments require entities to provide disclosures that enable users of financial statements to
evaluate changes in liabilities arising from financial activities, including changes from cash flows and non-
cash changes. The disclosure requirement could be satisfied in various ways, and one method is by providing
reconciliation between the opening and closing balances in the statement of financial position for liabilities
arising from financing activities.
052

STATEMENTS

2.6 Significant Accounting Estimates and Judgements
Estimates, assumptions concerning the future and judgements are made in the preparation of the financial
statements. They affect the application of the Group’s and of the Company’s accounting policies and reported
amounts of assets, liabilities, income and expenses, and disclosures made. Estimates and underlying
assumptions are assessed on an on-going basis and are based on experience and relevant factors, including
expectations of future events that are believed to be reasonable under the circumstances. The actual results
may differ from the judgements, estimates and assumptions made by management, and will seldom equal
the estimated results.
2.6.1 Estimation Uncertainty

Information about significant judgements, estimates and assumptions that have the most significant
effect on recognition and measurement of assets, liabilities, income and expenses are discussed
below.
Useful lives of depreciation assets

Property, plant and equipment are depreciated on a straight line basis over their estimated useful
lives. Management estimates the useful lives of the property, plant and equipment to be within 5
to 99 years and reviews the useful lives of depreciable assets at the end of each reporting period.
At 30 June 2016, management assesses that the useful lives represent the expected utility of the
assets to the Company. The carrying amounts are disclosed in Note 4 to the financial statements.
Actual results, however, may vary due to change in the expected level of usage and technological
developments, which may result in the adjustment to the Group’s and to the Company’s assets.
A 1% difference in the expected useful lives of the property, plant and equipment from the
management’s estimates would result in an insignificant impact.
Impairment of loans and receivables

The Group assesses at each reporting date whether there is any objective evidence that a financial
asset is impaired. Factors such as probability of insolvency or significant financial difficulties of the
receivables and default or significant delay in payments are considered in determining whether there
is objective evidence of impairment. Where there is objective evidence of impairment, the amount and
timing of future cash flows are estimated based on historical loss experience for assets with similar
credit risk characteristics. If the expectation is different from the estimation, such difference will
impact the carrying value of receivables.
A 1% difference in the impairment made in loans and receivables from the management’s estimates
would result in an insignificant impact.
053

STATEMENTS

2.6 Significant Accounting Estimates and Judgements (Cont’d)
2.6.1 Estimation Uncertainty (Cont’d)
Impairment of goodwill
An impairment loss is recognised for the amount by which the asset’s or cash-generating unit’s
carrying amount exceeds its recoverable amount. To determine the recoverable amount, management
estimates expected future cash flows from each cash-generating unit and determines a suitable
interest rate in order to calculate the present value of those cash flows. In the process of measuring
expected future cash flows management makes assumptions about future operating results. The
actual results may vary, and may cause adjustments to the Group’s assets.
In most cases, determining the applicable discount rate involves estimating the appropriate
adjustment to market risk and the appropriate adjustment to asset-specific risk factors.
The carrying amount of goodwill as at the reporting date is disclosed in Note 5 to the financial
statements.
A 1% difference in the goodwill from the management’s estimates would result in an insignificant impact.
Impairment of entrance fees

The useful life of entrance fee is assessed to be infinite. Intangible assets with infinite useful life are
carrying on cost and subject to impairment review at least annually. The impairment test of entrance
fee is assessed on brand basis, amalgamating all the individual entrance fees.
An impairment loss is recognised for the amount by which the asset’s or cash-generating unit’s
carrying amount exceeds its recoverable amount. To determine the recoverable amount, management
estimates expected future cash flows from each cash-generating unit and determines a suitable
interest rate in order to calculate the present value of those cash flows. In the process of measuring
expected future cash flows management makes assumptions about future operating results. The
actual results may vary, and may cause adjustments to the Group’s assets.
In most cases, determining the applicable discount rate involves estimating the appropriate
adjustment to market risk and the appropriate adjustment to asset-specific risk factors.
The carrying amount of entrance fees as at the reporting date is disclosed in Note 5 to the financial
statements.
A 1% difference in the entrance fees from the management’s estimates would result in an insignificant
impact.
054

STATEMENTS

2.6.1 Estimation Uncertainty (Cont’d)
Deferred Tax Assets
Deferred tax assets are recognised for all deductible temporary differences, unutilised tax losses,
unabsorbed capital allowances and unused tax credits to the extent that it is probable that taxable
profit will be available against which all the deductible temporary differences, unutilised tax losses
and unabsorbed capital allowances can be utilised. Significant management judgement is required
to determine the amount of deferred tax assets that can be recognised, based upon the likely timing
and level of future taxable profits together with future tax planning strategies.
Assumptions about generation of future taxable profits depend on management’s estimates of future
cash flows. These depend on estimates of future production and sales volume, operating costs, capital
expenditure, dividends and other capital management transactions. Judgement is also required
about application of income tax legislation. These judgements and assumptions are subject to risks
and uncertainties, hence there is a possibility that changes in circumstances will alter expectations,
which may impact the amount of deferred tax assets recognised in the statements of financial position
and the amount of unrecognised tax losses and unrecognised temporary differences.
The carrying amount of deferred tax assets as at the reporting date is disclosed in Note 7(a) to the
financial statements.
A 1% difference in the deferred tax assets from the management’s estimates would result in an
insignificant impact.
Inventories
Inventories are measured at the lower of cost and net realisable value. In estimating net realisable
values, management takes into account the most reliable evidence available at the time the estimates
are made. The realisation of these inventories may be affected by market-driven changes that may
occur in the future.
The carrying amount of inventories at the end of the reporting date is disclosed in Note 8 to the
financial statements.
A 1% difference in the inventories from the management’s estimates would result in an insignificant
impact.
055

STATEMENTS

2.6.2 Significant Management Judgement
The following are significant management judgements in applying the accounting policies of the
Group that have the most significant effect on the financial statements.
Deferred Tax Assets

The assessment of the probability of future taxable income in which deferred tax assets can be utilised
is based on the Group’s latest approved budget forecast, which is adjusted for significant non-taxable
income and expenses and specific limits to the use of any unutilised tax losses. The tax rules in the
numerous jurisdictions in which the Group operates are also carefully taken into consideration. If
a positive forecast of taxable income indicates the probable use of a deferred tax asset, especially
when it can be utilised without a time limit, that deferred tax asset is usually recognised in full. The
recognition of deferred tax assets that are subject to certain legal or economic limits or uncertainties
is assessed individually by management based on the specific facts and circumstances.
3. SIGNIFICANT ACCOUNTING POLICIES

The Group and the Company apply the significant accounting policies, as summarised below, consistently throughout
all periods presented in the financial statements, unless otherwise stated.
3.1 Consolidation
3.1.1 Basis of Consolidation
The Group financial statements consolidate the audited financial statements of the Company and
all of its subsidiaries, which have been prepared in accordance with the Group’s accounting policies.
Amounts reported in the financial statements of subsidiaries have been adjusted where necessary
to ensure consistency with the accounting policies adopted by the Group. The financial statements of
the Company and its subsidiaries are all drawn up to the same reporting date.
All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-
group transactions are eliminated in full.
Subsidiaries are consolidated from the date on which control is transferred to the Group and are no
longer consolidated from the date that control ceases.
Changes in the Company owners’ ownership interest in a subsidiary that do not result in a loss of
control are accounted for as equity transactions. In such circumstances, the carrying amounts of the
controlling and non-controlling interests are adjusted to reflect the changes in their relative interests
in the subsidiaries. Any difference between the amount by which the non-controlling interest is
adjusted and the fair value of the consideration paid or received is recognised directly in equity and
attributable to owners of the Company.
056

STATEMENTS
3. SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

3.1 Consolidation (Cont’d)
3.1.2 Business Combination and Goodwill
Business combinations are accounted for using the acquisition method. The cost of an acquisition is
measured as the aggregate of the consideration transferred, measured at acquisition date fair value
and the amount of any non-controlling interest in the acquiree. For each business combination, the
Group elects whether it measures the non-controlling interest in the acquiree either at fair value or
at the proportionate share of the acquiree’s identifiable net assets. Acquisition costs incurred are
expenses and included in other operating expenses.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for
appropriate classification and designation in accordance with the contractual terms, economic
circumstances and pertinent conditions as at the acquisition date. This includes the separation of
embedded derivatives in host contracts by the acquiree.
If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s
previously held equity interest in the acquiree is remeasured to fair value at the acquisition date
through profit or loss.
Any contingent consideration to be transferred by the acquirer will be recognised at fair value at
the acquisition date. Subsequent changes in the fair value of the contingent consideration which is
deemed to be an asset or liability will be recognised in accordance with MFRS 139 either in profit or
loss or as a change to other comprehensive income. If the contingent consideration is classified as
equity, it will not be remeasured. Subsequent settlement is accounted for within equity. In instances
where the contingent consideration does not fall within the scope of MFRS 139, it is measured in
accordance with the appropriate MFRS.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration
transferred and the amount recognised for non-controlling interest over the net identifiable assets
acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of
the subsidiary acquired, the difference is recognised in profit or loss.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses.
For the purpose of impairment testing, goodwill acquired in a business combination is, from the
acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit
from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned
to those units.
Where goodwill forms part of a cash-generating unit and part of the operation within that unit is
disposed of, the goodwill associated with the operation disposed of is included in the carrying amount
of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed
of in this circumstance is measured based on the relative values of the operation disposed of and the
portion of the cash-generating unit retained.
057

STATEMENTS

3.1 Consolidation (Cont’d)
3.1.3 Subsidiaries
Subsidiaries are entities, including structured entities, controlled by the Company. Control exists
when the Group is exposed, or has rights, to variable returns from its involvement with the entity and
has the ability to affect those returns through its power over the entity. Potential voting rights are
considered when assessing control only when such rights are substantive.
Besides, the Group considers it has de facto power over an investee when, despite not having
the majority of voting rights, it has the current ability to direct the activities of the investee that
significantly affect the investee’s return.
Investment in subsidiary is stated at cost less any impairment losses in the Company’s statement
of financial position, unless the investment is held for sale or distribution. The cost of investments
includes transaction costs. Where an indication of impairment exists, the carrying amount of the
subsidiary is assessed and written down immediately to its recoverable amount.
Upon the disposal of investment in a subsidiary, the difference between the net disposal proceeds
and its carrying amount is included in profit or loss.
3.1.4 Loss of Control

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

Non-controlling interest represent the equity in subsidiary not attributable, directly or indirectly, to
owners of the Company. It is presented separately in the statements of financial position, separate
from equity attributable to owners of the Company.
Losses applicable to non-controlling interests in a subsidiary are allocated to the non-controlling

interest even though it may result in deficit to non-controlling interest.
058

STATEMENTS

3.2 Property, Plant and Equipment
All property, plant and equipment are measured at cost less accumulated depreciation and less any
impairment losses. The cost of an item of property, plant and equipment is recognised as an asset if, and
only if, 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.
Cost includes expenditures that are directly attributable to the acquisition of the assets and any other costs
directly attributable to bring the asset to working condition for its intended use, cost of replacing component
parts of the assets, and the present value of the expected cost for the decommissioning of the assets after
their use. All other repair and maintenance costs are recognised in profit or loss as incurred.
Depreciation is recognised on the straight line method in order to write off the cost of each asset over its
estimated useful life. Freehold land is not depreciated. Other property, plant and equipment are depreciated
based on the estimated useful lives of the assets as follows:-
Long-term leasehold land Over the tenure of lease ranging from 60 to 99 years
Buildings 2% - 3%
Plant and machinery 10%
Electrical installations 10%
Furniture and fittings 20%
Office equipment 20%
Computers and software 20%
Motor vehicles 12.5%
Renovations 15%
The residual values, useful life and depreciation method are reviewed for impairment when events or changes
in circumstances indicate that the carrying amount may not be recoverable or at least annually to ensure
that the amount, method and period of depreciation are consistent with previous estimates and expected
trend of consumption of future economic benefits embodied in the items of property, plant and equipment.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits
are expected from its use or disposal. Gain or loss arising on the disposal of property, plant and equipment
are determined as the difference between the disposal proceeds and the carrying amount of the assets and
are recognised in profit or loss.
3.3 Intangible assets

For the purpose of impairment testing of intangible assets, the recoverable amount is determined for the
cash-generating unit (CGU) to which the asset belongs to. An asset’s recoverable amount is the higher of an
asset’s or CGU’s fair value less costs to sell and its value-in-use. In assessing value-in-use, the estimated
future cash flows are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset. The fair value is the
higher of the CGU’s earnings based valuation and net asset value.
059

STATEMENTS

3.3 Intangible assets (Cont’d)
Where the carrying amount of an intangible asset exceeds its recoverable amount, the asset is considered
impaired and is written down to its recoverable amount. An impairment loss on goodwill is not reversed.
3.3.1 Goodwill
Goodwill acquired in a business combination is initially measured at cost being the excess of the
cost of business combination over the Group’s interest in the net fair value of the identifiable assets,
liabilities and contingent liabilities. Following the initial recognition, goodwill is measured at cost less
impairment losses. Gain and loss on the disposal of an entity include the carrying amount of goodwill
relating to the entity sold.
3.3.2 Entrance fees

These represent entrance fees paid for rights to set up boutiques to market an international brand
of fashion garments and accessories. These entrance fees have an indefinite useful life based on
the contractual terms with the Principal of the said brand. Entrance fees are stated at cost less
impairment losses.
Subsequent increase in the recoverable amount of an intangible asset other than goodwill is treated
as reversal of the previous impairment loss and is recognised to the extent of the carrying amount of
the asset that would have been determined had no impairment loss been recognised. The reversal is
recognised in the profit or loss immediately.
3.4 Financial Instruments

Initial Recognition and Measurement
Financial assets and financial liabilities are recognised when the Group and the Company become a party to
the contractual provisions of the financial instruments.
Financial assets and financial liabilities are measured initially at fair value plus transactions costs, except
for financial assets and financial liabilities carried at fair value through profit or loss, which are measured
initially at fair value. Financial assets and financial liabilities are measured subsequently as described below.
3.4.1 Financial Assets

For the purpose of subsequent measurement, financial assets other than those designated and
effective as hedging instruments are classified into the following categories upon initial recognition:-

(a) loans and receivables;
(b) financial assets at fair value through profit or loss;
(c) held-to-maturity investments; and
(d) available-for-sale financial assets.
060

STATEMENTS

3.4 Financial Instruments (Cont’d)
3.4.1 Financial Assets (Cont’d)
The category determines subsequent measurement and whether any resulting income and expenses
is recognised in profit or loss or in other comprehensive income.
All financial assets except for those at fair value through profit or loss are subject to review for
impairment at least at end of each reporting period. Financial assets are impaired when there is any
objective evidence that a financial asset or a group of financial assets is impaired. Different criteria to
determine impairment are applied for each category of financial assets.
A financial asset or part of it is derecognised when, and only when, the contractual rights to the cash
flows from the financial asset expire or the financial asset is transferred to another party without
retaining control or substantially all risks and rewards of the asset. On derecognition of a financial
asset, the difference between the carrying amount and the sum of the consideration received
(including any new asset obtained less any new liability assumed) and any cumulative gain or loss
that had been recognised in equity is recognised in the profit or loss.
At the reporting date, the Group and the Company have not designated any financial assets at fair
value through profit or loss, held-to-maturity investments and available-for-sale financial assets.
The Group and the Company carry only loans and receivables on their statements of financial position.
Loans and Receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that
are not quoted in an active market. After initial recognitions, these are measured at amortised cost
using the effective interest method, less provision for impairment. Discounting is omitted where the
effect of discounting is immaterial. Gains or losses are recognised in profit or loss when the loans and
receivables are derecognised or impaired, and through the amortisation process. The Group’s and the
Company’s cash and cash equivalents, trade and other receivables (exclude prepayments) fall into
this category of financial instruments.
Loans and receivables are classified as current assets, except for those having maturity dates later
than 12 months after the reporting date which are classified as non-current assets.
3.4.2 Financial Liabilities

After the initial recognition, financial liability is classified as:-
(a) financial liability at fair value through profit or loss;

(b) other financial liabilities measure at amortised cost using the effective interest method; and
(c) financial guarantee contracts.
061

STATEMENTS

3.4 Financial Instruments (Cont’d)
3.4.2 Financial Liabilities (Cont’d)
A financial liability or a part of it is derecognised when, and only when, the obligation specified in the
contract is discharged or cancelled or expires. On derecognition of a financial liability, the difference
between the carrying amount of the financial liability extinguished or transferred to another party
and the consideration paid, including any non-cash assets transferred or liabilities assumed, is
recognised in profit or loss.
At the reporting date, the Group and the Company have not designated any financial liabilities at
fair value through profit or loss. The Group and the Company carry only other financial liabilities
measured at amortised cost on their statements of financial position.
Other Financial Liabilities Measured at Amortised Cost

The Group’s and the Company’s other financial liabilities include bank borrowings, amount due to
subsidiaries, trade and other payables.
Other financial liabilities are subsequently measured at amortised cost using the effective interest
method. Bank borrowings are classified as current liabilities unless the Group has right to defer
settlement of the liability for at least 12 months after the end of the reporting period.
Financial Guarantee Contracts

Financial guarantee contracts are issued by the Company for collateral and security deposits. Financial
guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs
that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured
at the higher of the best estimate of the expenditure required to settle the present obligation at the
reporting date and the amount recognised less cumulative amortisation.
3.4.3 Offsetting of Financial Instruments

Financial assets and financial liabilities are offset and the net amount reported in the statements of
financial position if, and only if, there is a currently enforceable legal right to offset the recognised
amounts and there is an intention to settle on a net basis, or to realise the assets and settle the
liabilities simultaneously.
062

STATEMENTS

3.5 Impairment of Assets
3.5.1 Financial Assets
The Group and the Company assess at each reporting date whether there is any objective evidence
that a financial asset or a group of financial assets is impaired. A financial asset or a group of financial
assets is deemed to be impaired if, and only if, there is objective evidence of impairment as a result
of one or more events that has occurred after the initial recognition of the asset (an incurred “loss
event”) and that loss event has an impact on the estimated future cash flows of the financial asset
or the 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 date 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.
Financial Assets Carried At Amortised Cost

For financial assets carried at amortised cost, the Group first assesses whether objective evidence
of impairment exists individually for financial assets that are individually significant, or collectively
for financial assets that are not individually significant. If the Group determines that no objective
evidence of impairment exists for an individually assessed financial asset, whether significant
or not, it includes the asset in a Group of financial assets with similar credit risk characteristics
and collectively assesses them for impairment. Financial assets that are individually assessed for
impairment and for which an impairment loss is, or continue to be, recognised are not included in a
collective assessment of impairment.
If there is objective evidence that an impairment loss has been incurred, the amount of the loss is
measured as the difference between the assets carrying amount and the present value of estimated
future cash flows (excluding future expected credit losses that have not yet been incurred). The
present value of the estimated future cash flows is discounted at the financial asset’s original effective
interest rate.
The carrying amount of the asset is reduced through the use of a provision account and the amount
of the loss is recognised in the profit or loss. Interest income continues to be accrued on the reduced
carrying amount and is accrued using the rate of interest used to discount the future cash flows for
the purpose of measuring the impairment loss. The interest income is recorded as part of finance
income in the profit or loss. Loans together with the associated provision are written off when there is
no realistic prospect of future recovery and all collateral has been realised or has been transferred to
the Group. If, in a subsequent financial year, the amount of the estimated impairment loss increases or
decreases due to an event occurring after the impairment was recognised, the previously recognised
impairment loss is increased or reduced by adjusting the provision account.
063

STATEMENTS

3.5 Impairment of Assets (Cont’d)
3.5.2 Non-financial Assets
At each reporting date, the Group reviews carrying amounts of its non-financial assets to determine
whether there is any indication of impairment. Non-financial assets are tested for impairment at
least once annually or more frequently if events or changes are in circumstances indicate that the
carrying amounts may be impaired either individually or at the cash-generating unit level. If any such
indication exists, or when annual impairment testing for an asset is required, the recoverable amount
is estimated and an impairment loss is recognised whenever the recoverable amount of the asset or
a cash-generating unit is less than its carrying amount. Recoverable amount of an asset or a cash-
generating unit is the higher of its fair value less costs to sell and its value-in-use.
In assessing value-in-use, estimated future cash flows are discounted to present value using a pre-
tax discount rate that reflects current market assessments of the time value of money and the risks
specific to the asset. Impairment losses of continuing operations are recognised in profit or loss in
those expense categories consistent with the function of the impaired asset. An impairment loss
is recognised as an expense in profit or loss immediately, unless the asset is carried at a revalued
amount. Any impairment loss of a revalued asset is treated as a revaluation decrease to the extent of
previously recognised revaluation surplus for the same asset.
An assessment is made at each reporting date as to whether there is any indication that previously
recognised impairment losses for an asset may no longer exist or may have decreased. If such
indication exists, the recoverable amount is estimated. A previously recognised impairment loss is
reversed only if there has been a change in the estimates used to determine the asset recoverable
amount. That increased amount cannot exceed the carrying amount that would have been determined,
net of depreciation, had no impairment loss been recognised for the asset in prior years.
All reversals of impairment losses are recognised as income immediately in profit or loss unless
the asset is carried at revalued amount, in which case the reversal in excess of impairment loss
previously recognised through profit or loss is treated as revaluation increase. After such a reversal,
depreciation charge is adjusted in future periods to allocate the revised carrying amount of the asset,
less any residual value, on a systematic basis over its remaining useful life.
3.6 Inventories
Inventories are stated at the lower of cost and net realisable value, after adequate allowance has been made
for deterioration, damage and obsolescence. Cost is determined on the weighted average or first-in, first-out
basis.
The cost of finished goods and work-in-progress where relevant includes direct materials, direct labour,
direct charges and appropriate variable production overheads.
Net realisable value represents the estimated selling price in the ordinary course of business less the
estimated costs necessary to make sale.
064

STATEMENTS

3.7 Leases
The determination of whether an arrangement is, or contains, a lease is based on the substance of the
arrangement at the inception date, whether fulfilment of the arrangement is dependent on the use of a
specific asset or asset or the arrangement conveys a right to use the asset, even if that right is not explicitly
specific in an arrangement.
3.7.1 Operating lease

Leases, where the Group does not assume substantially all the risks and rewards of ownership are
classified as operating leases and, except for property interest held under operating lease, the leased
assets are not recognised in the statements of financial position. Property interest held under an
operating lease, which is held to earn rental income or for capital appreciation or both, is classified
as investment property.
Payments made under operating leases are recognised in profit or loss on a straight-line basis over
the tenure of the lease. Lease incentives received are recognised in profit or loss as an integral part of
the total lease expense, over the tenure of the lease. Contingent rentals are charged to profit or loss
in the reporting period in which they are incurred.
3.8 Cash and Cash Equivalents

Cash and cash equivalents comprise cash on hand and bank balances which are readily convertible to known
amounts of cash and which are subject to an insignificant risk of changes in value.
Bank overdrafts are shown in current liabilities under bank borrowings in the statements of financial position.
3.9 Equity, Reserves and Distribution to Owners

An equity instrument is any contract that evidences a residual interest in the assets of the Company after
deducting all of its liabilities. Ordinary shares are equity instruments.
Share capital represents the nominal value of shares that have been issued.
Foreign currency translation difference arising on the translation of the Group’s foreign entities is included
in the foreign exchange translation reserve.
Retained earnings include all current and prior periods retained earnings.
Final dividends proposed by the Directors are not accounted for in shareholders’ equity as an appropriation
of retained earnings, until they have been approved by the shareholders in the general meeting. When these
dividends have been approved by the shareholders and declared, they are recognised as a liability.
Interim dividends are simultaneously proposed and declared, as the articles of association of the Company
grants the Directors the authority to declare interim dividends. Consequently, interim dividends are
recognised directly as a liability when they are proposed and declared.
065

STATEMENTS

3.9 Equity, Reserves and Distribution to Owners (Cont’d)
The distribution of non-cash assets to owners is recognised as dividend payable when the dividend was
approved by shareholders. The dividend payable is measured at the fair value of the shares to be distributed.
At the end of the financial period and on the settlement date, the Company reviews the carrying amount of
the dividend payable recognised in equity. When the Company settles the dividend payable, the difference
between the carrying amount of the dividend distributed and the carrying amount of the dividend payables is
recognised as a separate line item in profit or loss.
All transactions with owners of the Company are recorded separately with equity.
3.10 Revenue Recognition

Revenue is recognised to the extent that it is probable that the economic benefits associated with the
transaction will flow to the Group and the Company and the amount of revenue can be reliably measured.
3.10.1 Sale of Goods

Revenue relating to sale of goods is recognised net of sales returns and discounts upon the transfer
of risks and rewards of ownership of the goods to the customers. Revenue is not recognised to
the extent where there are significant uncertainties regarding recovery of the consideration due,
associated costs or the possible return of goods.
3.10.2 Interest Income

Interest income is recognised in the profit or loss on time proportion basis taking into account the
principal outstanding and the effective interest rate over the period to maturity, when it is determined
that such income will accrue to the Group.
3.10.3 Dividend Income

Dividend income is recognised when the right to receive payment has been established and no
significant uncertainty existed with regard to its receipt.
3.11 Foreign Currency Translation and Balances

The Group’s financial statements are presented in RM, which is also the Company’s functional currency.
3.11.1 Foreign currency transaction

Transactions in foreign currencies are initially recorded at the functional currency rates prevailing at
the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional
currency spot rate of exchange ruling at the reporting date.
All differences are taken to the profit or loss with the exception of all monetary items that forms part
of a net investment in a foreign operation. These are recognised in other comprehensive income until
the disposal of the net investment, at which time they are reclassified to profit or loss. Tax charges
and credits attributable to exchange differences on those monetary items are also recorded in other
comprehensive income.
066

STATEMENTS

3.11 Foreign Currency Translation and Balances (Cont’d)
3.11.1 Foreign currency transaction (Cont’d)
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated
using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at
fair value in a foreign currency are translated using the exchange rates at the date when the fair value
is determined. The gain or loss arising in translation of non-monetary items is recognised in line
with the gain or loss of the item that gave rise to the translation difference (translation differences
on items whose gain or loss is recognised in other comprehensive income or profit or loss is also
recognised in other comprehensive income or profit or loss respectively).
3.11.2 Operations denominated in functional currencies other than Ringgit Malaysia

Assets and liabilities of foreign subsidiary, including goodwill and fair value adjustments arising in
an acquisition, are translated at financial period end exchange rates. The income and expenses of
foreign subsidiaries are translated to RM at average rates during the financial period.
Foreign currency differences are recognised in other comprehensive income and accumulated in the
foreign exchange translation reserve, except to the extent that the translation difference is allocated
to non-controlling interest.
When a foreign subsidiary is disposed in its entirely or partially such that control, significant influence
or joint control is lost, the cumulative amount in the translation reserve related to that foreign
operation is reclassified to profit or loss as part of the gain or loss on disposal. If the Group disposed
part of its interest but retains control, then the relevant proportion of the cumulative amount is
reattributed to non-controlling interest. When the Group disposes only part of an associate company
or joint venture while retaining significant influence or joint control, the relevant proportion of the
cumulative amount is reclassified to profit or loss.
If the settlement of a monetary item receivable from or payable to a foreign subsidiary is neither
planned nor likely to occur in the foreseeable future, then foreign currency differences arising
from such item will form part of the net investment in the foreign subsidiary. Differences of such
nature are recognised in other comprehensive income and accumulated in the foreign exchange
translation reserve.
3.12 Tax Expense

Tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in profit or loss
except to the extent that it relates to a business combination or items recognised directly in equity or other
comprehensive income.
067

STATEMENTS

3.12 Tax Expense (Cont’d)
3.12.1 Current tax
Current tax is the expected tax payable or receivable on the taxable profit or loss for the financial
period, using tax rates enacted or substantively enacted by the end of the reporting period, and any
adjustment to tax payable in respect of previous financial years.
Current tax is recognised in the statements of financial position as a liability (or an asset) to the extent
that it is unpaid (or refundable).
3.12.2 Deferred tax

Deferred tax is recognised using the liability method, providing for temporary differences between
the carrying amounts of assets and liabilities in the statements of financial position and their tax
bases. Deferred tax is not recognised for the temporary differences arising from the initial recognition
of goodwill, the initial recognition of assets and liabilities in a transaction that is not a business
combination and that affects neither accounting nor taxable profit or loss. Deferred tax is measured
at the tax rates that are expected to be applied to the temporary differences when they reverse, based
on the laws that have been enacted or substantively enacted by the end of the reporting period.
The amount of deferred tax recognised is measured based on the expected manner of realisation or
settlement of the carrying amount of the assets and liabilities, using tax rates enacted or substantively
enacted at the reporting date.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax
liabilities and assets, and they relate to income taxes levied by the same tax authority on the same
taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on
a net basis or their tax assets and liabilities will be realised simultaneously.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be
available against which the temporary difference can be utilised. Deferred tax assets are reviewed at
the end of each reporting period and are reduced to the extent that it is no longer probable that the
related tax benefit will be realised.
Unutilised reinvestment allowance and investment tax allowance, being tax incentives that is not a
tax base of an asset, is recognised as a deferred tax asset to the extent that it is probable that the
future taxable profits will be available against the unutilised tax incentive can be utilised.
3.13 Goods and Services Tax

Goods and Services Tax (“GST”) is a consumption tax based on value-added concept. GST is imposed on
goods and services at every production and distribution stage in the supply chain including importation
of goods and services, at the applicable tax rate of 6%. Input GST that the Company paid on purchases of
business inputs can be deducted from output GST.
068

STATEMENTS

3.13 Goods and Services Tax (Cont’d)
Revenues, expenses and assets are recognised net of the amount of GST except:-
(a) Where the GST incurred in a purchase of assets or services is not recoverable from the authority,
in which case the GST is recognised as part of the cost of acquisition of the assets or as part of the
expense item as applicable; and
(b) Receivables and payables that are stated with the amount of GST included.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of
receivables or payables in the statements of financial position.
3.14 Employee Benefits

3.14.1 Short Term Benefits
Wages, salaries, bonuses and social security contributions are recognised as an expense in the
period in which the associated services are rendered by employees of the Group and of the Company.
Short term accumulating compensated absences such as paid annual leave are recognised when
services are rendered by employees that increase their entitlement to future compensated absences,
and short term non-accumulating compensated absences such as sick leave are recognised when
the absences occur.
A provision is made for the estimated liability for leave as a result of services rendered by employees
up to the end of the reporting period.
3.14.2 Defined Contribution Plan

Defined contribution plans are post-employment benefit plans under which the Group and the
Company pay fixed contributions into separate entities of funds and will have no legal or constructive
obligation to pay further contribution if any of the funds do not hold sufficient assets to pay all
employee benefits relating to employee services in the current and preceding financial years.
Such contributions are recognised as an expense in the profit or loss as incurred. As required by law,
companies in Malaysia make such contributions to the Employees Provident Fund (“EPF”).
3.15 Earnings Per Ordinary Share

The Group presents basic and diluted Earnings Per Share (EPS) data for its ordinary shares.
Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Group based
on the weighted average number of ordinary shares outstanding during the financial period.
Diluted EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Group
based on the weighted average number of shares outstanding, for the effects of all dilutive potential ordinary
shares during the financial period.
069

STATEMENTS

3.16 Operating Segments
Operating segments are reported in a manner consistent with internal reporting provided to the Executive
Directors, who are responsible for allocating resources and assessing performance of the operating
segments, has been identified to make strategic decisions. Additional disclosures on each of these segments
are shown in Note 21 to the financial statements.
Segment revenues, expenses and results include transfer between segments. The price charged on
intersegment transactions are the same as those charged for similar goods to parties outside of the Group
in a negotiated basis. These transfers are eliminated on consolidation.
3.17 Contingencies
Where it is not probable that an inflow or an outflow of economic benefits will be required, or the amount
cannot be estimated reliably, the asset or the obligation is not recognised in the statements of financial
position and is disclosed as a contingent asset or contingent liability, unless the probability of inflow or
outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by
the occurrence or non-occurrence of one or more future events, are also disclosed as contingent assets or
contingent liabilities unless the probability of inflow or outflow of economic benefits is remote.
3.18 Borrowings Costs

Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are
capitalised as part of the cost of the assets during the period of time that is necessary to complete and
prepare the asset for its intended use or sale.
The capitalisation of borrowing costs as part of the cost of a qualifying asset commences when expenditure
for the asset is being incurred, borrowing costs are being incurred and activities that are necessary to
prepare the asset for its intended use or sale are in progress. Capitalisation of borrowing costs is suspended
or ceases when substantially all the activities necessary to prepare the qualifying asset for its intended use
or sale are interrupted or completed.
All other borrowing costs are expensed in the period in which they are incurred. Borrowing costs consist of
interest and other costs that the Group incurred in connection with the borrowing of funds.
3.19 Related Parties

A related party is a person or entity that is related to the Group and the Company. A related party transaction
is a transfer of resources, services or obligations between the Group and the Company and its related party,
regardless of whether a price is charged.
070

STATEMENTS

3.19 Related Parties (Cont’d)
(a) A person or a close member of that person family is related to the Group and the Company if that
person:-
(i) has control or joint control over the Group and the Company;
(ii) has significant influence over the Group and the Company; or
(iii) is a member of the key management personnel of the ultimate holding company or the Group
or the Company.
(b) An entity is related to the Group and the Company if any of the following condition applies:-
(i) the entity and the Company are the members of the same group;
(ii) the entity is an associates or joint venture of the Group or the Company;
(iii) both the Group or the Company and the entity are joint ventures of the same third party;
(iv) the Group or the Company is a joint venture of a third entity and the entity is an associate of
the same third entity;
(v) the entity is a post-employment benefit plan for the benefits of employees of either the Group
or the Company or an entity related to the Group and the Company;
(vi) the entity is controlled or jointly-controlled by a person identified in (a) above;
(vii) a person identified in (a)(i) above has significant influence over the entity or is a member of the
key management personnel of the entity or the ultimate holding company of the entity; or
(viii) the entity, or any member of a group of which it is a part, provides key management personnel
services to the Group or to the parent of the Group.
4. PROPERTY, PLANT AND EQUIPMENT
Long-term Plant Furniture Computers
Freehold leasehold and Electrical and Office and Motor
land land Buildings machinery installations fittings equipment software vehicles Renovations Total
Group RM RM RM RM RM RM RM RM RM RM RM
Cost
At 1 April 2014 950,800 4,572,600 15,109,034 16,445,912 2,295,554 26,316,006 2,648,672 3,043,894 3,641,649 22,761,526 97,785,647
Additions - - - 270,499 - 5,133,961 43,813 293,559 354,870 6,713,081 12,809,783
Disposals - - - (133,886) - - - - - - (133,886)
Written off - - - (197,047) - (746,561) (4,980) - - (325,950) (1,274,538)
Translation reserve - - - 801,368 175,799 16,752 54,559 - 62,289 501,688 1,612,455
At 31 March 2015 950,800 4,572,600 15,109,034 17,186,846 2,471,353 30,720,158 2,742,064 3,337,453 4,058,808 29,650,345 110,799,461
Additions - - 32,640 457,066 - 14,804,772 105,038 874,058 109,661 17,075,354 33,458,589
Disposals - - - (137,503) - - - (5,398) - - (142,901)
Written off - - - - - (650,323) (27,520) (19,844) - (811,606) (1,509,293)
At 30 June 2016 950,800 4,572,600 15,141,674 18,073,614 2,594,139 44,886,306 2,858,898 4,186,269 4,211,973 46,264,497 143,740,770
Accumulated
depreciation
At 1 April 2014 - 979,224 4,443,953 14,253,349 2,078,628 18,751,499 2,526,441 2,199,125 2,502,014 11,153,767 58,888,000
Charge for the
financial year - 75,042 302,182 641,034 115,168 3,170,479 54,429 323,742 256,729 3,898,319 8,837,124
Disposals - - - (133,882) - - - - - - (133,882)
Written off - - - (196,994) - (726,977) (4,979) - - (192,948) (1,121,898)
At 31 March 2015 - 1,054,266 4,746,135 15,211,117 2,355,024 21,207,581 2,626,194 2,522,867 2,821,027 15,350,248 67,894,459
Charge for the
financial period - 93,803 423,858 716,956 96,234 5,632,867 55,569 504,445 311,155 5,913,252 13,748,139
JE R A S I A CAPI TAL B E R H AD
Disposals - - - (122,607) - - - (3,238) - - (125,845)

Written off - - - - - (642,788) (27,518) (19,842) - (721,700) (1,411,848)
(503248-A)
At 30 June 2016 - 1,148,069 5,169,993 16,256,498 2,565,987 26,206,644 2,689,749 3,004,232 3,175,685 20,891,803 81,108,660
Net carrying
amount
At 30 June 2016 950,800 3,424,531 9,971,681 1,817,116 28,152 18,679,662 169,149 1,182,037 1,036,288 25,372,694 62,632,110
At 31 March 2015 950,800 3,518,334 10,362,899 1,975,729 116,329 9,512,577 115,870 814,586 1,237,781 14,300,097 42,905,002
STATEMENTS
| ANNU AL R E PORT 2 0 1 6
071
072

STATEMENTS
5. INTANGIBLE ASSETS
Entrance
fees Goodwill Total
Group RM RM RM
At cost
At 1 April 2014 6,007,376 23,176,787 29,184,163
Additions 846,239 - 846,239
At 31 March 2015/1 April 2015 6,853,615 23,176,787 30,030,402
Additions 797,039 - 797,039
At 30 June 2016 7,650,654 23,176,787 30,827,441
The entrance fees represent rights to set up and operate boutiques to market an international brand of fashion
apparel and accessories.
Key assumptions used in value-in-use calculations
The recoverable amount for intangible assets was based on its value-in-use. Value-in-use was determined by
discounting the future cash flows generated from the continuing operations of business acquired and entrance fees
and were based on the following key assumptions:-
(a) cash flows are projected based on actual operating results and a five-year business plan.
(b) the projected growth rate is 3% to 5%.
A pre-tax discount rate of 6.7% was applied in determining the recoverable amount.
The value assigned to the key assumptions represent the management’s assessment of future trends in the industry
and are based on external and internal consideration. A reasonably possible change in a key assumption does not
have any significant difference to the recoverable amount.
6. INVESTMENT IN SUBSIDIARIES
Company
30.6.2016 31.3.2015
RM RM
Unquoted shares:-
At cost 101,892,628 101,892,628
073

STATEMENTS
6. INVESTMENT IN SUBSIDIARIES (CONT’D)

The particulars of subsidiaries are as follows:-
Effective ownership Principal place of

interest and business/Country
Name of Company voting interest Principal activities of incorporation
30.6.2016 31.3.2015
% %
Jerasia Apparel Sdn. Bhd. 100 100 Wholeselling retailing and Malaysia
(156513 – X) manufacturing of fashion apparel
and accessories

Jerasia Brands Sdn. Bhd. 100 100 Wholeselling and retailing of Malaysia
(156588 – T) fashion apparel and accessories

Jerasia Fashion Sdn. Bhd. 100 100 Retailing of fashion apparel Malaysia
(360850 – V) and accessories

Canteran Apparel Sdn. Bhd. 100 100 Manufacturing and exporting of Malaysia
(211117 – M) garments and accessories

Canteran Apparel 100 100 Manufacturing and exporting of Cambodia
(Cambodia) Co. Ltd.* garments and accessories
(788/03E)
Jerasia Haulage Sdn. Bhd. 100 100 Dormant Malaysia

(409828 – T)

Jerasia Inspiration Sdn. Bhd. 100 100 Dormant Malaysia
(6523 – D)

* Company not audited by SJ Grant Thornton
074

STATEMENTS
7. DEFERRED TAX (ASSETS)/ LIABILITIES

Assets Liabilities Net Assets Liabilities Net
30.6.2016 30.6.2016 30.6.2016 31.3.2015 31.3.2015 31.3.2015
Group RM RM RM RM RM RM
Brought forward (1,533,293) 783,718 (749,575) (581,705) 842,601 260,896

(Over)/Under
provision in prior
years (Note 16) (3,553) 34,212 30,659 11,406 (38,160) (26,754)
(1,536,846) 817,930 (718,916) (570,299) 804,441 234,142
Recognised in
profit or loss
(Note 16) 265,919 307,455 573,374 (962,994) (20,723) (983,717)
Carried forward (1,270,927) 1,125,385 (145,542) (1,533,293) 783,718 (749,575)
(a) Recognised deferred tax (assets)/liabilities

The components of deferred tax (assets)/liabilities are made up of temporary differences arising from:-
Group
30.6.2016 31.3.2015
RM RM
Unutilised tax losses (1,747,328) (1,648,588)

Excess of property, plant and equipment’s
carrying amounts over their tax base 1,601,786 899,013
(145,542) (749,575)
Deferred tax assets were recognised to the extent that it is probable that future taxable profits will be
available against which the temporary difference can be utilised.
075

STATEMENTS
7. DEFERRED TAX (ASSETS)/ LIABILITIES (CONT’D)

(b) Unrecognised deferred tax assets
The following items were not recognised for deferred tax assets (stated at gross):-
Group
30.6.2016 31.3.2015
RM RM
Unutilised tax losses (57,963,940) (61,164,944)

Unabsorbed capital allowances (244,777) (244,777)
(58,208,717) (61,409,721)

Deferred tax assets of certain subsidiaries have not been recognised in respect of these items as it is not
probable that future taxable profits of the subsidiaries would be available against which the deductible
temporary differences could be utilised.
The deductible temporary differences do not expire under current tax legislation.

8. INVENTORIES
Group
30.6.2016 31.3.2015
RM RM
At carrying amount:-
Raw materials 2,542,593 2,887,251
Work-in-progress 36,787,625 35,439,040
Finished goods 42,798,016 24,617,854
82,128,234 62,944,145
During the financial period/year, inventories of the Group recognised as cost of sales amounted to RM240,588,866
(31.3.2015: RM130,708,764). The amount of written down and written off recognised as costs of sales are as follows:-
Group
1.4.2015 1.4.2014
to to
30.6.2016 31.3.2015
RM RM
Recognised in profit or loss:-

Inventories written off - 201,449
Inventories written down - 166,008
076

STATEMENTS
9. TRADE AND OTHER RECEIVABLES

Group Company
30.6.2016 31.3.2015 30.6.2016 31.3.2015
RM RM RM RM
Trade
Trade receivables 62,918,560 49,156,442 - -
Non-trade
Advance to suppliers 2,879,022 2,377,915 - -
Amount due from a supplier - 149,071 - -
Deposits 17,641,234 17,992,034 2,000 2,000
Prepayments 5,147,906 6,813,522 - -
Sundry receivables 6,116,704 1,564,964 - -
31,784,866 28,897,506 2,000 2,000
94,703,426 78,053,948 2,000 2,000
Trade receivables are non-interest bearing and are recognised at their original invoice amounts which represent
their fair values on initial recognition.
The Group’s trade credit terms granted to the trade receivables range from 30 days to 120 days (31.3.2015: 30 days
to 120 days). Other credit terms are assessed and approved by the management on a case-by-case basis.
10. SHARE CAPITAL

Group and Company
30.6.2016 31.3.2015
RM RM
Authorised:-
100,000,000 ordinary shares of RM1 each 100,000,000 100,000,000
Issued and fully paid:-

82,046,114 ordinary shares of RM1 each 82,046,114 82,046,114
077

STATEMENTS
11. BANK BORROWINGS (UNSECURED)

Group
30.6.2016 31.3.2015
RM RM
Non-current
Term loans 12,319,291 6,744,449
Current
Bank overdrafts 1,142,194 1,087,993
Bankers’ acceptances 21,086,000 15,261,000
Trust receipts 40,528,816 23,411,974
Term loans 5,827,654 3,006,383
Revolving credits 21,850,000 23,400,000
90,434,664 66,167,350
(a) The bank borrowings are supported by:-
(i) Corporate guarantee by the Company; and

(ii) Negative pledge over all present and future assets of the Group.
(b) The bank borrowings bear interest rates spread of between 1.00% and 1.75% (31.3.2015: 1.00% and 1.75%)
above the respective bankers’ base lending rates or cost of funds per annum.
(c) Term loans are repayable on a monthly basis over the installment period.
12. TRADE AND OTHER PAYABLES

Group Company
30.6.2016 31.3.2015 30.6.2016 31.3.2015
RM RM RM RM
Trade
Trade payables 14,311,007 7,939,345 - -
Non-trade
Accruals of expenses 5,308,652 2,959,841 34,500 32,500
Sundry payables 16,435,391 6,678,920 - -
21,744,043 9,638,761 34,500 32,500
36,055,050 17,578,106 34,500 32,500
Trade payables are unsecured, non-interest bearing and with the credit terms granted by suppliers ranges 14 days
to 90 days (31.3.2015: 14 days to 90 days).
078

STATEMENTS
13. AMOUNT DUE TO SUBSIDIARIES

The amount due to subsidiaries are non-trade related, unsecured, non-interest bearing and repayable on demand.
14. REVENUE
Group Company
1.4.2015 1.4.2014 1.4.2015 1.4.2015
to to to to
30.6.2016 31.3.2015 30.6.2016 31.3.2015
RM RM RM RM
Sales of goods 503,609,566 337,232,251 - -

Dividend income - - 480,000 300,000
503,609,566 337,232,251 480,000 300,000
15. PROFIT BEFORE TAX

Profit before tax is determined after charging/(crediting), amongst other items, the following:-
Group Company
1.4.2015 1.4.2014 1.4.2015 1.4.2015
to to to to
30.6.2016 31.3.2015 30.6.2016 31.3.2015
RM RM RM RM
Audit fees
- auditors of the Company
- current year 152,000 150,000 20,000 18,000
- underprovision in prior year - 500 - -
- secondary auditors 36,361 22,299 - -
Non-audit fees 47,000 10,000 10,000 10,000
Bad debts written off 61,006 181,455 - -
Depreciation of property, plant and equipment 13,748,139 8,837,124 - -
Property, plant and equipment written off 97,445 152,640 - -
Interest expenses
- bankers’ acceptances 1,470,454 765,430 - -
- bank overdrafts 77,330 65,656 - -
- revolving credits 1,484,009 1,225,039 - -
- term loans 924,186 174,432 - -
- trade cards 21,218 31,426 - -
- trust receipts 788,026 317,697 - -
Inventories written off - 201,449 - -
Inventories written down - 166,008 - -
Operating lease rental 685,912 393,026 - -
Rental of premises 53,832,013 32,540,731 - -
Rental of machinery - 2,050 - -
Realised (gain)/loss on foreign exchange (1,388,929) 1,459,850 - -
Unrealised gain on foreign exchange (561,133) (4,510,596) - -
Interest income (13,657) (2,329) - -
Gain on disposal of property, plant
and equipment (6,185) (54,416) - -
Dividend income - - (480,000) (300,000)
079

STATEMENTS
16. TAX EXPENSE

Group Company
1.4.2015 1.4.2014 1.4.2015 1.4.2015
to to to to
30.6.2016 31.3.2015 30.6.2016 31.3.2015
RM RM RM RM
Current tax
- current year 1,357,223 1,853,519 - -
- underprovision in prior years 94,516 35,275 - 181
Total current tax 1,451,739 1,888,794 - 181
Deferred tax (Note 7)
- origination and reversal of temporary
differences 573,374 (983,717) - -
- under/(over) provision in prior years 30,659 (26,754) - -
Total deferred tax 604,033 (1,010,471) - -
Tax expense 2,055,772 878,323 - 181
A reconciliation of income tax expense applicable to profit before tax at the statutory tax rate to income tax expense
at the effective tax rate of the Group and of the Company is as follows:-
Group Company
1.4.2015 1.4.2014 1.4.2015 1.4.2015
to to to to
30.6.2016 31.3.2015 30.6.2016 31.3.2015
RM RM RM RM
Profit before tax 9,168,232 10,906,832 109,690 31,556
Tax at Malaysian statutory rate of

24% (31.3.2015: 25%) 2,200,376 2,726,708 26,326 7,889
Tax effect in respect of:-
Non-allowable expenses 1,448,782 821,610 88,874 67,111
Underprovision of tax expense in prior
financial year 94,516 35,275 - 181
Deferred tax under provision in prior
financial years 30,659 (26,754) - -
Income not subject to tax (903,121) (1,312,824) (115,200) (75,000)
Effect of change in tax rate on opening
deferred tax - (7,838) - -
Deferred tax recognised at different tax rate - (90,880) - -
Movement on deferred tax assets not recognised (768,241) (1,237,245) - -
Effect of different tax rate (47,199) (29,729) - -
Tax expense 2,055,772 878,323 - 181
The above amounts are subject to the acceptance of the Inland Revenue Board of Malaysia and relevant tax
authorities of a foreign subsidiary.
080

STATEMENTS
17. EARNINGS PER SHARE

(a) The basic earnings per share has been calculated by dividing profit for the financial period/year attributable
to owners of the Company of RM7,112,460 (31.3.2015: RM10,028,509) to the weighted average number of
shares outstanding during the financial period/year of 82,046,114 (31.3.2015: 82,046,114).
(b) Diluted earnings per share equals basic earnings per share as there is no dilutive potential ordinary shares
outstanding during the financial period.
18. EMPLOYEE BENEFITS EXPENSE

Group
1.4.2015 1.4.2014
to to
30.6.2016 31.3.2015
RM RM
Salaries, bonus and other emoluments 64,674,827 47,078,219

Defined contribution plans 4,839,251 3,685,462
69,514,078 50,763,681
Key management personnel are those personnel having authority and responsibility for planning, directing and
controlling the activities of the entity either directly or indirectly.
Key management includes all the Executive Directors and Senior Executives of the Group and the Company.
The remuneration received by the key management personnel of the Group and of the Company which includes the
Non-Executive Directors during the financial period/year are as follows: -
Group Company
1.4.2015 1.4.2014 1.4.2015 1.4.2015
to to to to
30.6.2016 31.3.2015 30.6.2016 31.3.2015
RM RM RM RM
Executive Directors
- Salaries, bonus and other emoluments 2,252,042 1,815,020 - -
Non-Executive Directors
- Fees 170,000 112,500 170,000 112,500
Senior Executives
- Salaries, bonus and other emoluments 1,832,332 1,176,669 - -
Key management personnel compensation 4,254,374 3,104,189 170,000 112,500
081

STATEMENTS
19. RELATED PARTY TRANSACTIONS

The Group has related party relationship with its subsidiaries and key management personnel. Related party
transactions of the Group and the Company are as follows: -
(a) Significant related party transactions during the financial period/year are as follows:-
Company
1.4.2015 1.4.2014
to to
30.6.2016 31.3.2015
RM RM
Dividend received from subsidiaries 480,000 300,000
(b) The remuneration of key management personnel is disclosed in Note 18 to the financial statements.
(c) The outstanding balances arising from the related party transactions as at the reporting date are disclosed
in Note 13 to the financial statements.
20. OPERATING LEASE COMMITMENTS

The Group had entered into several tenancy agreements for the rental of retail space and factories, resulting in
future rental commitment which can, subject to certain terms in the agreements, be revised accordingly or upon its
maturity based on prevailing market rates.
The Group has aggregate future commitments as at the end of each reporting period as follows:-
Group
30.6.2016 31.3.2015
RM RM
Not later than one (1) year 41,306,363 32,342,832

Later than one (1) year but not later than five (5) years 24,055,885 30,355,425
65,362,248 62,698,257
Certain lease rentals are subject to contingent rental, which are determined based on a percentage of sales
generated from boutiques.
082

STATEMENTS
21. OPERATING SEGMENTS

(a) Business Segments
The Group is organised into business units based on the nature of products and services, which comprises
the following:-
(i) Garment Manufacturing Manufacturing and exporting of garments and accessories

(ii) Retail Retailing of fashion apparel and accessories
(iii) Others Others include investment holding and dormant companies
Management monitors the operating results of its business units separately for the purpose of making
decisions about resource allocation and performance assessment. Segment performance is evaluated
based on operating profit or loss which, in certain respects as explained in the table below, is measured
differently from operating profit or loss in the financial statements.
Garment
Group Retail Manufacturing Others Elimination Note Total
30.6.2016 RM RM RM RM RM
Revenue
External sales 272,076,034 231,533,532 - - 503,609,566
Inter-segment sales - - 480,000 (480,000) (i) -
Total revenue 272,076,034 231,533,532 480,000 (480,000) 503,609,566
Results
Interest income 12,626 1,031 - - 13,657
Finance costs (3,123,302) (1,641,921) - - (4,765,223)
Depreciation (12,496,604) (1,251,535) - - (13,748,139)
Other non-cash income 29,767 379,100 - - (ii) 408,867
Tax expense (1,726,000) (321,120) - (8,652) (2,055,772)
Segment profit 5,393,052 2,088,998 83,011 (452,601) 7,112,460
Other information
Additions of
non-current assets 33,691,569 564,059 - - (iii) 34,255,628
Deferred tax assets 1,229,734 - - 41,193 1,270,927
Segment assets 149,714,288 125,620,691 102,206,173 (95,664,340) (iv) 281,876,812
Deferred tax liabilities 804,385 321,000 - - 1,125,385

Segment liabilities 76,473,813 67,947,041 8,531,592 (13,018,056) (v) 139,934,390
083

STATEMENTS
21. OPERATING SEGMENTS (CONT’d)

(a) Business Segments (Cont’d)
Garment
Group (Cont’d) Retail Manufacturing Others Elimination Note Total
31.3.2015 RM RM RM RM RM
Revenue
External sales 200,552,299 136,679,952 - - 337,232,251
Inter-segment sales - 132,405 300,000 (432,405) (i) -
Total revenue 200,552,299 136,812,357 300,000 (432,405) 337,232,251
Results
Interest income 1,848 481 - - 2,329
Finance costs (1,425,757) (1,153,923) - - (2,579,680)
Depreciation (7,273,311) (1,563,813) - - (8,837,124)
Other non-cash
(expenses)/income (701,498) 4,564,958 - - (ii) 3,863,460
Tax expense (817,865) (291) (181) (59,986) (878,323)
Segment profit 5,553,597 4,841,381 (306,483) (59,986) 10,028,509
Other information
Additions of
non-current assets 13,347,591 308,431 - - (iii) 13,656,022
Deferred tax assets 1,483,448 - - 49,845 1,533,293
Segment assets 114,545,111 111,145,830 102,192,522 (102,188,726) (iv) 225,694,737
Deferred tax liabilities 783,718 - - - 783,718

Segment liabilities 46,317,526 56,241,009 8,510,952 (19,515,043) (v) 91,554,444
084

STATEMENTS

(i) Inter-segment revenues are eliminated on consolidation.
(ii) Other non-cash (expenses)/income consist of the following items:-
1.4.2015 1.4.2014
to to
30.6.2016 31.3.2015
RM RM
Bad debt written off (61,006) (181,455)

Inventories written down - (166,008)
Inventories written off - (201,449)
Gain on disposal of property, plant and equipment 6,185 54,416
Property, plant and equipment written off (97,445) (152,640)
Unrealised gain on foreign exchange 561,133 4,510,596
408,867 3,863,460
(iii) Additions to non-current assets consist of the following items:-

30.6.2016 31.3.2015
RM RM
Property, plant and equipment 33,458,589 12,809,783

Intangible assets 797,039 846,239
34,255,628 13,656,022
(iv) The following items are adjusted from segments assets to arrive at total assets reported in the
consolidated statement of financial position:-
30.6.2016 31.3.2015
RM RM
Deferred tax 41,193 49,845

Investment in subsidiaries (82,515,841) (82,515,841)
Inventories (171,636) (207,687)
Inter-segment balances (13,018,056) (19,515,043)
(95,664,340) (102,188,726)
085

STATEMENTS

(v) The following items are adjusted from segments liabilities to arrive at total liabilities reported in the
consolidated statement of financial position:-
30.6.2016 31.3.2015
RM RM
Inter-segment balances (13,018,056) (19,515,043)
(b) Geographical Information

The Group’s revenue and non-current assets information based on geographical location are as follows:-
Revenue
1.4.2015 1.4.2014
to to
30.6.2016 31.3.2015
RM RM
Malaysia 272,791,874 200,552,299

Europe 69,649,544 11,020,125
United States of America 130,820,576 110,811,795
Japan 408,793 258,262
Singapore 29,938,779 14,589,770
503,609,566 337,232,251
Non-current assets
30.6.2016 31.3.2015
RM RM
Malaysia 93,330,767 72,921,744

Cambodia 1,399,711 1,546,953
94,730,478 74,468,697
(c) Major Customer’s Information

There was one major customer with revenue equivalent to 19% (31.3.2015: 21%) of the Group revenue
generated from garment manufacturing.
086

STATEMENTS
22. FINANCIAL INSTRUMENTS

22.1 Categories of Financial Instruments
The table below provides an analysis of financial instruments categorised as follows:-
(a) Loans and Receivables (“L&R”)
Carrying
amount L&R
Group RM RM
30.6.2016
Financial assets
Trade and other receivables (exclude prepayments) 89,555,520 89,555,520
Cash and bank balances 9,822,897 9,822,897
99,378,417 99,378,417
31.3.2015
Financial assets
Trade and other receivables (exclude prepayments) 71,240,426 71,240,426
Cash and bank balances 10,227,947 10,227,947
81,468,373 81,468,373

(b) Other Liabilities Measured At Amortised Cost (“AC”)
Carrying
amount AC
Group RM RM
30.6.2016
Financial liabilities
Trade payables and other payables 36,055,050 36,055,050
Bank borrowings (unsecured) 102,753,955 102,753,955
138,809,005 138,809,005
31.3.2015
Trade payables and other payables 17,578,106 17,578,106
Bank borrowings (unsecured) 72,911,799 72,911,799
90,489,905 90,489,905
087

STATEMENTS
22. FINANCIAL INSTRUMENTS (CONT’d)

22.1 Categories of Financial Instruments (Cont’d)
(a) Loans and Receivables (“L&R”)

Carrying
amount L&R
Company RM RM
30.6.2016
Financial assets
Other receivables 2,000 2,000
Cash and bank balances 38,023 38,023
40,023 40,023
31.3.2015
Financial assets
Other receivables 2,000 2,000
Cash and bank balances 56,333 56,333
58,333 58,333
(b) Other Liabilities Measured At Amortised Cost (“AC”)

Carrying
amount AC
Company RM RM
30.6.2016
Other payables 34,500 34,500
Amount due to subsidiaries 8,342,592 8,342,592
8,377,092 8,377,092
31.3.2015
Other payables 32,500 32,500
Amount due to subsidiaries 8,472,592 8,472,592
8,505,092 8,505,092
088

STATEMENTS
22. FINANCIAL INSTRUMENTS (CONT’d)

22.2 Financial Risk Management Objectives and Policies
Financial Risks
The Group is exposed to financial risks arising from their operations and the use of financial instruments.
Financial risk management policy is established to ensure that adequate resources are available for the
development of the Group’s business whilst managing its credit risk, liquidity risk, foreign currency risk and
interest rate risk. The Group operates within clearly defined policies and procedures that are approved by
the Board of Directors to ensure that the effectiveness of the risk management process. The Group does not
actively engage in the trading of financial assets for speculative purpose nor does it write options.
The main areas of financial risks faced by the Group and the Company and the policy in respect of the major
areas of treasury activities are set out as follows:-
(a) Credit Risk

Credit risk is the risk of a financial loss to the Group if a customer or counterparty to a financial
instrument fails to meet its contractual obligations. It is the Group’s policy to enter into financial
instrument with a diversity of creditworthy counterparties. The Group does not expect to incur
material credit losses of its financial assets or other financial instruments.
Concentration of credit risk exists when changes in economic, industry and geographical factors
similarly affect the group of counterparties whose aggregate credit exposure is significant in
relation to the Group’s total credit exposure. The Group’s transactions are entered into with diverse
creditworthy counterparties, thereby mitigate any significant concentration of credit risk.
It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit
verification and evaluation procedures. The Group does not offer credit terms without the approval of
the management.
The Group’s and the Company’s maximum exposure to credit risk is represented by the carrying
amount of trade and other receivables in Note 9 to the financial statements.
Following are the areas where the Group and the Company are exposed to credit risk:-
Receivables
With a credit policy in place to ensure the credit risk is monitored on an ongoing basis, management
has taken reasonable steps to ensure that receivables that are neither past due nor impaired are
stated at their realisable values. A significant portion of these receivables are regular customers that
have been transacting with the Group. The Group uses aging analysis to monitor the credit quality of
the receivables. Any receivables having significant balances past due more than credit terms granted
are deemed to have higher credit risk, and are monitored individually.
089

STATEMENTS
22. FINANCIAL INSTRUMENTS (CONT’D)

22.2 Financial Risk Management Objectives and Policies (Cont’d)
Financial Risks (Cont’d)
areas of treasury activities are set out as follows (Cont’d):-
(a) Credit Risk (Cont’d)

Following are the areas where the Group and the Company are exposed to credit risk (Cont’d):-
Receivables (Cont’d)
The aging analysis of trade receivables is as follows:-
Allowance for impairment loss

Individually Collectively
Gross impaired impaired Total Net
Group RM RM RM RM RM
30.6.2016
Within credit terms 62,612,025 - - - 62,612,025
Past due 1-60 days
but not impaired 306,418 - - - 306,418
Past due 61-120 days
but not impaired - - - - -
Past due more than
120 days but
not impaired 117 - - - 117
62,918,560 - - - 62,918,560
Allowance for impairment loss

Individually Collectively
Gross impaired impaired Total Net
31.3.2015
Within credit terms 48,719,839 - - - 48,719,839
Past due 1-60 days
but not impaired 374,835 - - - 374,835
Past due 61-120 days
but not impaired - - - - -
Past due more than
120 days but
not impaired 61,768 - - - 61,768
49,156,442 - - - 49,156,442
090

STATEMENTS


Following are the areas where the Group and the Company are exposed to credit risk (Cont’d):-
Receivables (Cont’d)
Trade receivables that are neither past due nor impaired are creditworthy customers with good
payment records with the Group. None of the Group’s trade receivables that are neither past due nor
impaired have been renegotiated during the financial period.
As at 30 June 2016, trade receivables of RM306,535 (31.3.2015: RM436,603) were past but not impaired.
These relate to a number of independent customers for whom there is no recent history of default.
Trade receivables that are neither past due nor impaired and neither past due or impaired are
disclosed above.
As at the reporting date, approximately 97% (31.3.2015: 96%) of trade receivables were due from 9
(31.3.2015: 8) customers.
Corporate guarantee
The maximum exposure to credit risk amounting to RM188,692,682 (31.3.2015: RM170,414,301),
representing unsecured corporate guarantees given to the licensed banks for banking facilities
granted to certain subsidiaries as at the end of the reporting period.
The Company monitors on an ongoing basis the financial results of the subsidiaries and repayments
made by the subsidiaries. As at the end of the reporting period, there was no indication that any
subsidiaries would default on repayment.
The corporate guarantee does not have a determinable effect on the terms of the banking facilities
due to the banks requiring parent’s guarantees as a pre-condition for approving the banking facilities
granted to subsidiaries. The actual terms of the banking facilities are likely to be the best indicator of
“at market” terms and hence the fair value of the banking facilities are equal to the banking facilities
amount received by the subsidiaries. As such, there is no value on the corporate guarantee to be
recognised in the financial statements.
Financial guarantee has not been recognised since the fair value on initial recognition was not
material.
There is also no present obligation, legal or constructive, as a result of past event and it is not probable
that an outflow of resources embodying economic benefits would be required to settle the obligation.
091

STATEMENTS


Cash and cash equivalents
The credit risk for cash and cash equivalents are considered negligible, since the counterparties are
reputable banks with high quality external credit ratings.
(b) Liquidity Risk

Liquidity risk is the risk that the Group and the Company will not be able to meet its financial
obligations as and when they fall due.
In managing its exposures to liquidity risk, the Group and the Company maintain a level of cash and
cash equivalents and banking facilities deemed adequate by the management to ensure, as far as
possible, that it will have sufficient liquidity to meet its liabilities as and when they fall due.
The Group and the Company aim at maintaining a balance of sufficient cash and deposits and flexibility
in funding by keeping diverse sources of committed and uncommitted banking facilities from banks.
The liquidity risks arise principally from its payables and bank borrowings.
The summary of the maturity profile based on contractual undiscounted repayment obligations are
as below:-
Maturity
Current Non-current
On demand/ Total
Carrying less than 1 to 2 2 to 5 contractual
amount 1 year years years cash flows
30.6.2016
Non-derivative
financial liabilities
Unsecured:-
Bank overdrafts 1,142,194 1,142,194 - - 1,142,194
Bankers’ acceptances 21,086,000 21,086,000 - - 21,086,000
Revolving credits 21,850,000 21,944,072 - - 21,944,072
Trust receipts 40,528,816 40,873,588 - - 40,873,588
Term loans 18,146,945 6,679,456 6,570,544 6,662,691 19,912,691
Trade and other payables 36,055,050 36,055,050 - - 36,055,050
Total undiscounted
financial liabilities 138,809,005 127,780,360 6,570,544 6,662,691 141,013,595
092

STATEMENTS

(b) Liquidity Risk (Cont’d)

as below:-
Maturity
Current Non-current
On demand/ Total
Group (Cont’d) RM RM RM RM RM
31.3.2015
Non-derivative
Unsecured:-
Bank overdrafts 1,087,993 1,087,993 - - 1,087,993
Bankers’ acceptances 15,261,000 15,261,000 - - 15,261,000
Revolving credits 23,400,000 24,614,460 - - 24,614,460
Trust receipts 23,411,974 23,547,635 - - 23,547,635
Term loans 9,750,832 3,504,825 3,163,887 4,003,800 10,672,512
Trade and other payables 17,578,106 17,578,106 - - 17,578,106
Total undiscounted
financial liabilities 90,489,905 85,594,019 3,163,887 4,003,800 92,761,706
093

STATEMENTS

(b) Liquidity Risk (Cont’d)

as below (Cont’d):-
Maturity
Current Non-current
On demand/ Total
Company RM RM RM RM RM
30.6.2016
Non-derivative
Unsecured:-
Other payables 34,500 34,500 - - 34,500
Amount due to
subsidiaries 8,342,592 8,342,592 - - 8,342,592
Total undiscounted
financial liabilities 8,377,092 8,377,092 - - 8,377,092
Maturity
Current Non-current
On demand/ Total
Company RM RM RM RM RM
31.3.2015
Non-derivative
Unsecured:-
Other payables 32,500 32,500 - - 32,500
Amount due to
subsidiaries 8,472,592 8,472,592 - - 8,472,592
Total undiscounted
financial liabilities 8,505,092 8,505,092 - - 8,505,092
The above amounts reflect the contractual undiscounted cash flows, which may differ from the
carrying amounts of financial liabilities at the reporting date.
094

STATEMENTS

(c) Foreign Currency Risk

The Group is exposed to foreign currency risk as a result of its normal trading activities, where the
currency denomination differs from the functional currency. The Group, inter-alia, manages its
foreign currency risk by entering into forward foreign exchange contracts as and when considered
necessary to limit its foreign exchange exposure. Exposure to currency risk as a whole is mitigated by
the operating environment which provides for a natural hedge. Most payments for foreign payables is
matched against receivables denominated in the same foreign currency.

USD SGD EURO HKD Total
30.6.2016
Financial assets 4,741,280 - - - 4,741,280
Financial liabilities (44,601,162) (42,173) (563,463) (165,861) (45,372,659)
Net exposure (39,859,882) (42,173) (563,463) (165,861) (40,631,379)

31.3.2015
Financial assets 14,086,073 1,189,932 - - 15,276,005
Financial liabilities (25,807,452) (66,029) - (92,305) (25,965,786)
Net exposure (11,721,379) 1,123,903 - (92,305) (10,689,781)
Foreign currency sensitivity analysis

The following table illustrates the sensitivity of profit or loss with regards to the Group’s financial
assets and financial liabilities and the RM/USD, RM/SGD, RM/EURO and RM/HKD exchange rate and
‘all other things’ being equal.
It assumes a +/- 3% (31.3.2015: +/- 2%) change of the RM/USD, +/- 2% (31.3.2015: +/- 1%) RM/
SGD, +/- 3% (31.3.2015: +/- 2%) RM/EURO and +/- 3% (31.3.2015: +/- 2%) RM/HKD exchange rate at
financial period end. This percentage has been determined based on the average market volatility
in exchange rates in the previous 12 months. The sensitivity analysis based on the Group’s foreign
currency financial instruments held at each reporting date and also takes into account exchange
contracts that offset from changes in currency exchange rates.
095

STATEMENTS

(c) Foreign Currency Risk (Cont’d)

If the RM had strengthened against the USD, SGD, EURO and HKD, then the impact would be as
follows:-
Effect on profit/(loss) for the financial period/year

30.6.2016 1,156,415 843 16,904 4,976 1,179,138

31.3.2015 234,428 (11,239) - 1,846 225,035
If the RM had weakened against the USD, HKD, SGD and EURO then the impact on profit for the
financial period would be the opposite effect.
Exposures to foreign exchange rates vary during the financial period depending on the volume of
overseas transactions. Nonetheless, the analysis above is considered to be representative of the
Group’s exposure to currency risk.
(d) Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of the Group’s and the Company’s
financial instruments will fluctuate due to changes in market interest rates.
The Group’s and the Company’s investments in fixed rate borrowings are exposed to a risk of change
in their fair value due to changes in interest rates. The Group’s and the Company’s floating rate
borrowings are exposed to a risk of change in cash flows due to changes in interest rates. Investments
in equity securities, short term receivables and payables are not significantly exposed to interest rate
risk.
Interest rate sensitivity analysis

At financial period end, the Group is exposed to changes in market interest rates through bank
borrowings at floating interest rates.
096

STATEMENTS

(d) Interest Rate Risk (Cont’d)

Interest rate sensitivity analysis (Cont’d)
The interest rate profile of the Group’s and of the Company’s significant interest-bearing financial
instruments, based on carrying amounts at end of the reporting date were as follows:-
Group
30.6.2016 31.3.2015
RM RM
Floating rate instruments

- Bankers’ acceptances 21,086,000 15,261,000
- Bank overdrafts 1,142,194 1,087,993
- Revolving credits 21,850,000 23,400,000
- Trust receipts 40,528,816 23,411,974
- Term loans 18,146,945 9,750,832
Total financial liabilities 102,753,955 72,911,799
Cash flow sensitivity analysis for floating rate instruments
The following table illustrates the sensitivity of profit to a reasonably possible change in interest
rates of +/-25 (31.3.2015: +/-25) basis points (“bp”). These changes are considered to be reasonably
possible based on observation of current market conditions. The calculations are based on a change
in the average market interest rate for each period, and the financial instruments held at each
reporting date that are sensitive to changes in interest rates. All other variables are held constant.
Group
Effect on profit for
the financial period/
year/Equity
+25 bp -25 bp
RM RM
30.6.2016 (256,885) 256,885

31.3.2015 (182,279) 182,279
097

STATEMENTS

(d) Interest Rate Risk (Cont’d)

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

The table below analyses financial instruments carried at fair value and those not carried at fair value for
which fair value is disclosed, together with their values and carrying amounts shown in the statements of
financial position.
Fair value of
financial instruments
not carried at Carrying
fair value amount
Level 3
Group RM RM
30.6.2016
Bank borrowings 104,958,545 102,753,955
31.3.2015
Bank borrowings 75,183,600 72,911,799
Financial instruments not carried at fair value
Type Description of valuation technique and inputs used

Bank borrowings Discounted cash flows using a rate based on the current market rate of
borrowings of the respective entities at the reporting date.
098

STATEMENTS

22.3. Fair Value of Financial Instruments (Cont’d)
Policy on transfer between levels
The fair value of an asset to be transferred between levels is determined as of the date of the event or change
in circumstances that caused the transfer.
23. CAPITAL MANAGEMENT

The Group’s objectives when managing capital is to maintain a strong capital base and safeguard the Group’s
ability to continue as a going concern, so as to maintain investors, creditors and market confidence and to sustain
future development of the business. The Directors monitor and determine to maintain an optimal gearing ratio that
complies with debt covenants and regulatory requirements.
The Group monitors capital using a gearing ratio, which are the total interest bearing borrowings over owners’
equity. The borrowings include term loans and other loans while owners’ equity refers to the equity attributable to
the owners of the Company.
Total capital managed at Group level is the shareholders’ funds as shown in the statements of financial position.
Group
30.6.2016 31.3.2015
RM RM
Total borrowings
- long term borrowings 12,319,291 6,744,449
- short term borrowings 90,434,664 66,167,350
102,753,955 72,911,799
Less: Cash and bank balances (9,822,897) (10,227,947)
Net debt 92,931,058 62,683,852
Total equity 141,942,422 134,140,293
Debt-to-equity ratio 65% 47%
24. COMPARATIVE INFORMATION

On 28 December 2015, the Company and its subsidaries had changed their financial year end from 31 March 2016 to
30 June 2016.
The comparative figures are for the period from 1 April 2014 to 31 March 2015. Consequently, the comparative
amounts for the statements of profit or loss and other comprehensive income, statements of changes in equity and
related notes to the financial statements are not comparable.
099

STATEMENTS
DISCLOSURE OF REALISED AND UNREALISED PROFITS OR LOSSES

Bursa Malaysia Securities Berhad had on 25 March 2010 and 20 December 2010, issued directives requiring all listed
corporations to disclose the breakdown of retained earnings into realised and unrealised on a Group and Company basis,
as the case may be, in quarterly reports and annual audited financial statements.
The breakdown of retained earnings as at the reporting date that has been prepared by the Directors in accordance with
the directives from Bursa Malaysia Securities Berhad stated above and Guidance on Special Matter No. 1 issued on
20 December 2010 by the Malaysian Institute of Accountants are as follows:
Group Company
30.6.2016 31.3.2015 30.6.2016 31.3.2015
RM RM RM RM
Total retained earnings

- Realised 101,506,051 89,876,145 11,509,445 11,399,755
- Unrealised 706,675 5,260,171 - -
102,212,726 95,136,316 11,509,445 11,399,755
Less: Consolidation adjustments (41,266,859) (41,302,909) - -
Retained earnings as per financial statements 60,945,867 53,833,407 11,509,445 11,399,755
The disclosure of realised and unrealised profits or losses above is solely for complying with the disclosure requirements
stipulated in the directive by Bursa Malaysia Securities Berhad and should not be applied for any other purposes.
100
List of
properties
held by THE group
NET BOOK
APPROXIMATE VALUE
LAND AREA/ AS AT
TENURE/ BUILT UP DATE OF AGE OF 30 JUNE 2016
LOCATION/DESCRIPTION USAGE (SQ FT) ACQUISITION building (RM)
Canteran Apparel Sdn Bhd

1. HS (D) 17652 99 years’ leasehold 23,958/ 23.7.1994 29
PTB 2862 expiring in 2086/
Daerah Kluang, Johor 3 storey factory 63,851
and located at
28 Jalan Bakau
86000 Kluang, Johor
2,019,981
Daerah Kluang, Johor single storey office 21,284
and located at and factory
30 Jalan Bakau
86000 Kluang, Johor

Daerah Kluang, Johor 3 storey office and 19,023
and located at single storey factory
22 Jalan Bakau
86000 Kluang, Johor

Daerah Kluang, Johor 3 storey office and 19,023 2,724,681
and located at single storey factory
24 Jalan Bakau
86000 Kluang, Johor

Daerah Kluang, Johor single storey factory 10,224
and located at
26 Jalan Bakau
86000 Kluang, Johor
101
list of
properties
held by the group

NET BOOK
APPROXIMATE VALUE
LAND AREA/ AS AT
TENURE/ BUILT UP DATE OF AGE OF 30 JUNE 2016
LOCATION/DESCRIPTION USAGE (SQ FT) ACQUISITION building (RM)
6. HS (D) 37183 Freehold/ 50,739/ 8.5.1999 17

PTD 50039 2 storey office and 24,600
Daerah Kluang, Johor single storey factory
and located at
18 Jalan 20, Taman
Sri Kluang
86000 Kluang, Johor
3,641,797
7. HS (D) 37184 Freehold/ 55,688/ 8.5.1999 17
PTD 50040 2 storey office and 32,100
Daerah Kluang, Johor single storey factory
and located at
20 Jalan 20, Taman
Sri Kluang
86000 Kluang, Johor
Jerasia Brands Sdn Bhd
8. 2, 4 and 6 Lorong 6E/91 99 years’ leasehold 5,250/ 5.6.2000 33 1,742,823

Taman Shamelin Perkasa expiring in 2082/
Batu 3½, Jalan Cheras 3 units of 21,000
56100 Kuala Lumpur 4 storey office

9. 8 Lorong 6E/91 99 years’ leasehold 1,760/ 1.9.2002 33 555,894

Taman Shamelin Perkasa expiring in 2082/
Batu 3½, Jalan Cheras 4 storey office 7,040
56100 Kuala Lumpur
10. Unit 2-4-12, Block 2 99 years’ leasehold —/ 5.6.2000 33 94,967

4th Floor expiring in 2082/
Taman Shamelin Perkasa medium cost 1,023
Batu 3½, Jalan Cheras apartment/hostel
56100 Kuala Lumpur
11. 12, Jalan 5/91 99 years’ leasehold 12,750/ 1.7.2008 33 3,566,869

Shamelin Industrial Park expiring in 2082/
Batu 3½, Jalan Cheras 1½ storey 18,000
56100 Kuala Lumpur warehouse
102
Analysis of
Shareholdings
AS AT 5 OCTOBER 2016
SHARE CAPITAL
Authorised Share Capital : RM100,000,000
Issued and Paid-up Capital : RM82,046,114
Class of Shares : Ordinary shares of RM1.00 each
Voting Rights : One (1) vote per ordinary share
DISTRIBUTION OF SHAREHOLDINGS
NO. OF TOTAL
SIZE OF HOLDINGS HOLDERS HOLDINGS %
Less than 100 shares 1,967 73,318 0.09

100 to 1,000 shares 1,337 627,202 0.77
1,001 to 10,000 shares 814 3,600,436 4.39
10,001 to 100,000 shares 334 9,854,321 12.01
100,001 to less than 5% of issued shares 36 24,895,831 30.34
5% and above of issued shares 4 42,995,006 52.40
4,492 82,046,114 100.00
SUBSTANTIAL SHAREHOLDERS AS PER REGISTER OF SUBSTANTIAL SHAREHOLDERS
Direct Interest Deemed Interest

No. of % of No. of % of
Name Shares Shares Shares Shares
1. Datuk Yap Fung Kong 23,205,004 28.28 - -

2. Dato’ Dr Yong Yuan Tan 12,810,000 15.61 - -
3. Dato’ Sri Mohd Haniff bin Abd Aziz 10,980,002 13.38 - -
4. Datuk Foo Ton Hin 2,424,000 2.95 4,000,000(1) 4.88(1)
Note:-
(1) Deemed interest by virtue of shares held by his son.
DIRECTORS’ SHAREHOLDINGS AS PER REGISTER OF DIRECTORS’ SHAREHOLDINGS
Direct Interest Deemed Interest

No. of % of No. of % of
Name of Directors Shares Shares Shares Shares
Shares held in the Company

Dato’ Nik Mohamed Din bin Datuk Nik Yusoff 10,000 0.01 - -
Datuk Yap Fung Kong 23,205,004 28.28 - -
Pronob Kumar Sen Gupta - - - -
Dato’ Tan Yik Huay 120,000 0.15 - -
Dato’ Dr Yong Yuan Tan 12,810,000 15.61 - -
Dato’ Sri Mohd Haniff bin Abd Aziz 10,980,002 13.38 - -
Andrew Hong Tat Beng - - - -
103
Analysis of
Shareholdings
AS AT 5 OCTOBER 2016
30 LARGEST SECURITIES ACCOUNT HOLDERS
No. of % of
Name Shares Shares
1. Datuk Yap Fung Kong 23,205,004 28.28

2. Maybank Securities Nominees (Tempatan) Sdn Bhd 10,980,002 13.38
Pledged Securities Account For Dato’ Sri Mohd Haniff bin Abd Aziz (REM 851-Margin)
3. RHB Nominees (Asing) Sdn Bhd 4,500,000 5.48
Pledged Securities Account For Dato’ Dr Yong Yuan Tan
4. Dato’ Dr Yong Yuan Tan 4,310,000 5.25
5. Justin Foo Fang Sean 4,000,000 4.88
6. RHB Capital Nominees (Asing) Sdn Bhd 4,000,000 4.88
Pledged Securities Account For Dato’ Dr Yong Yuan Tan (CEB)
7. Teoh Cheng Hua 3,168,400 3.86
8. Datuk Foo Ton Hin 2,424,000 2.95
9. UOBM Nominees (Tempatan) Sdn Bhd 1,720,840 2.10
United Overseas Bank (Malaysia) Bhd (PCP)
10. Yeoh Phek Leng 1,035,000 1.26
11. Mah King Woon Sendirian Berhad 750,000 0.91
12. Cimsec Nominees (Tempatan) Sdn Bhd 705,000 0.86
Danaharta Managers Sdn Bhd
13. Ong Lian Choon 700,000 0.85
14. Mah Siew Hoe 600,000 0.73
15. Maybank Nominees (Tempatan) Sdn Bhd 481,800 0.59
Pledged Securities Account for Lam Fook Leong
16. HLIB Nominees (Tempatan) Sdn Bhd 431,500 0.53
Pledged Securities Account For Goh Ee Lik @ Goey Mee Pheng
17. Cimsec Nominees (Tempatan) Sdn Bhd 381,900 0.47
CIMB for Tan Bee Gaik (PB)
18. Keh Wee Kiet 346,800 0.42
19. Lim Kian Huat 312,000 0.38
20. Loo Lee Lian 300,000 0.37
21. Maybank Nominees (Tempatan) Sdn Bhd 288,700 0.35
Lee Choon Hong
22. Lim Guek Ching 280,000 0.34
23. Public Invest Nominees (Asing) Sdn Bhd 273,300 0.33
Exempt An For Phillip Securities Pte Ltd (Clients)
24. Chai En Wei 220,600 0.27
25. Kenanga Nominees (Tempatan) Sdn Bhd 210,000 0.26
Pledged Securities Account for Lee Sok Yong
26. Tan Kheng Aun 204,841 0.25
27. Kho Chew Chong 193,200 0.24
28. Chong Teck Seng 187,200 0.23
29. RHB Nominees (Tempatan) Sdn Bhd 178,700 0.22
Pledged Securities Account for Ng Kim Choo
30. Leau Kim Pun @ Liau Kim Pun 176,000 0.21
66,564,787 81.13
104
NOTICE OF ANNUAL
GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 16th Annual General Meeting (“AGM”) of Jerasia Capital Berhad (“the Company”) will
be held at Mutiara Room, Ground Floor, The Saujana Hotel Kuala Lumpur, Saujana Resort, Jalan Lapangan Terbang SAAS,
40150 Selangor on Wednesday, 23 November 2016 at 10.00 a.m. to transact the following business:
AGENDA
ORDINARY BUSINESS

1. To receive the Audited Financial Statements for the financial period ended 30 June 2016 and the (Please refer to
Reports of Directors and Auditors thereon. Explanatory
Note 1)

2. To approve the payment of Directors’ Fees amounting to RM212,500 for 15 months financial Resolution 1
period ended 30 June 2016 (12 months ended 31/3/2015 : RM170,000.00).
3. To re-elect Datuk Yap Fung Kong as a Director who retires by rotation in accordance with Article Resolution 2
81 of the Company’s Articles of Association.
4. To re-appoint Messrs. SJ Grant Thornton as Auditors of the Company and to authorise the Resolution 3
Directors to determine their remuneration.
SPECIAL BUSINESS

5. To consider and if thought fit, pass the following Ordinary Resolutions in accordance with Section
129(6) of the Companies Act, 1965:

(a) “THAT Dato’ Nik Mohamed Din bin Datuk Nik Yusoff who retires in accordance with Resolution 4
Section 129(2) of the Companies Act, 1965 be and is hereby re-appointed a Director of the
Company to hold office until the conclusion of the next Annual General Meeting.”
(b) “THAT Dato’ Dr Yong Yuan Tan who retires in accordance with Section 129(2) of the Resolution 5
Companies Act, 1965 be and is hereby re-appointed a Director of the Company to hold
office until the conclusion of the next Annual General Meeting.”
(c) “THAT Dato’ Tan Yik Huay who retires in accordance with Section 129(2) of the Companies Resolution 6
Act, 1965 be and is hereby re-appointed a Director of the Company to hold office until the
conclusion of the next Annual General Meeting.”
105
NOTICE OF ANNUAL
GENERAL MEETING
6. To consider and if thought fit, pass with or without modifications, the following Ordinary
Resolution:
Proposed Renewal of Authority for the Purchase by the Company of its Own Shares (“Proposed
Share Buy-Back”)
“THAT subject to the Companies Act, 1965 (“Act”), the Articles of Association of the Company and Resolution 7
the requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”), the Company be and
is hereby authorised to purchase such number of ordinary shares of RM1.00 each in the Company
as may be determined by the Directors from time to time through Bursa Securities upon such
terms and conditions as the Directors may deem fit in the interest of the Company provided that
the aggregate number of shares purchased pursuant to this resolution does not exceed ten per
centum of the total issued and paid-up share capital of the Company;
AND THAT an amount not exceeding the retained profits of the Company at the time of purchase
be allocated by the Company for the Proposed Share Buy-Back. The retained profits of the
Company stood at RM11,509,445 as at 30 June 2016. The Company does not have any share
premium reserves;
AND THAT the authority conferred by this resolution shall commence immediately upon the
passing of this resolution and shall continue to be in force until:
i. the conclusion of the next Annual General Meeting (“AGM”) of the Company, at which time
it will lapse, unless renewed by an ordinary resolution passed by the shareholders of the
Company in a general meeting;
ii. the expiry of the period within which the next AGM of the Company is required to be held
pursuant to Section 143(1) of the Act (but shall not extend to such extension as may be
allowed pursuant to Section 143(2) of the Act); or
iii. revoked or varied by an ordinary resolution passed by the shareholders of the Company in
a general meeting;
whichever is the earlier;
AND THAT the Directors be and are hereby authorised to act and to take all steps and do all
things as they may deem necessary or expedient in order to implement, finalise and give full
effect to the Proposed Share Buy-Back AND FURTHER THAT authority be and is hereby given
to the Directors to decide in their absolute discretion to either retain the shares purchased as
treasury shares to be either distributed as share dividends or resold on Bursa Securities or
subsequently cancelled, or to cancel the shares so purchased, or a combination of both.”
7. To transact any other business of which due notice has been given.
106
NOTICE OF ANNUAL
GENERAL MEETING
By Order of the Board
Wong Kwai Yin (MAICSA 7008652)

Tan Sook Mei (LS 02892)
Company Secretaries
Kuala Lumpur
27 October 2016
Explanatory notes on Ordinary Business

1. Agenda 1 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 and hence, Agenda 1 is not put forward for voting.
Explanatory notes on Special Business:

2. Ordinary Resolutions - Re-appointment of Directors in accordance with Section 129(6) of the Companies Act, 1965
The re-appointment of Dato’ Nik Mohamed Din bin Datuk Nik Yusoff, Dato’ Dr Yong Yuan Tan and Dato’ Tan Yik Huay,
persons over the age of 70 years, as Directors of the Company to hold office until the conclusion of the next AGM of
the Company shall take effect if the proposed Resolutions 4, 5 and 6 have been passed at the 16th AGM.
3. Ordinary Resolution - Proposed Share Buy-Back

The proposed resolution, if passed, will empower the Directors to purchase the Company’s own shares through Bursa
Malaysia Securities Berhad up to ten per centum of the issued and paid-up share capital of the Company. Detailed
information on the Proposed Share Buy-Back is set out in the Share Buy-Back Statement dated 27 October 2016.
Notes on Appointment of Proxy:

1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of him,
and that a proxy need not also be a member. A member may appoint any person as his proxy and the provisions of
Section 149(1)(b) of the Companies Act, 1965 shall not apply.
2. A member who is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991
may appoint at least one (1) but not more than two (2) proxies in respect of each securities account it holds with
ordinary shares of the Company standing to the credit of the said securities account.
3. Where a member is an exempt authorised nominee which holds ordinary shares in the Company for multiple
beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies which
the exempt authorised nominee may appoint in respect of each omnibus account it holds.
4. Where a member or the authorised nominee appoints more than one (1) proxy (subject always to a maximum of
two (2) proxies), or where an exempt authorised nominee appoints two (2) or more proxies, the proportions of
shareholdings to be represented by each proxy must be specified in order for the appointments to be valid.
5. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly
authorised in writing or, if the appointor is a corporation, either under the corporation’s common seal or under the
hand of an officer or attorney duly authorised.
6. The instrument appointing a proxy and the power of attorney or other authority, if any, must be deposited at the
office of the Share Registrar, Tricor Investor & Issuing House Services Sdn Bhd at Unit 32-01, Level 32, 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 holding the meeting.
7. Only members whose name appear in the Record of Depositors as at 16 November 2016 shall be eligible to attend,
speak and vote at the meeting or appoint a proxy to attend, speak and/or vote on his/her behalf.
Form of
(Incorporated in Malaysia)
proxy
CDS Account No.
I/We
(Full name as per NRIC/Certificate of Incorporation in capital letters)
Company No. / NRIC No. (new) (old)
of
(Full address)
being a member of JERASIA CAPITAL BERHAD, hereby appoint:
(Full name as per NRIC in capital letters)
NRIC No. (new) (old)
or failing him/her NRIC No. (new) (old)
(Full name as per NRIC in capital letters)
or failing him/her the Chairman of the Meeting as my/our proxy to attend and vote for me/us and on my/our behalf at the
16th Annual General Meeting of the Company to be held at Mutiara Room, Ground Floor, The Saujana Hotel Kuala Lumpur,
Saujana Resort, Jalan Lapangan Terbang SAAS, 40150 Selangor on Wednesday, 23 November 2016 at 10.00 a.m. and at any
adjournment thereof, and to vote as indicated below:
No. RESOLUTIONS For Against

1. Approval of Directors’ Fees
2. Re-election of Datuk Yap Fung Kong as Director
3. Re-appointment of Messrs. SJ Grant Thornton as Auditors
4. Re-appointment of Dato’ Nik Mohamed Din bin Datuk Nik Yusoff as Director
5. Re-appointment of Dato’ Dr Yong Yuan Tan as Director
6. Re-appointment of Dato’ Tan Yik Huay as Director
7. Proposed Renewal of Authority for the purchase by the Company of its own shares
Please indicate with a “X” in the appropriate space how you wish your votes to be cast. If you do not indicate how you wish your proxy to
vote on any resolution, the proxy will vote or abstain from voting at his or her discretion.
Dated this day of 2016 For appointment of two proxies, percentage of

shareholdings to be represented by the proxies:
No. of shares Percentage
Proxy 1
Number of shares held
Proxy 2
Signature(s)/Common Seal of Member(s) Total 100%
Notes:
1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of him, and that a proxy need not also be a
member. A member may appoint any person as his proxy and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply.
2. A member who is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991 may appoint at least one (1) but not more
than two (2) proxies in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.
3. Where a member is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account
(“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account
it holds.
4. Where a member or the authorised nominee appoints more than one (1) proxy (subject always to a maximum of two (2) proxies), or where an exempt
authorised nominee appoints two (2) or more proxies, the proportions of shareholdings to be represented by each proxy must be specified in order for the
appointments to be valid.
5. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a
corporation, either under the corporation’s common seal or under the hand of an officer or attorney duly authorised.
6. The instrument appointing a proxy and the power of attorney or other authority, if any, must be deposited at the office of the Share Registrar, Tricor
Investor & Issuing House Services Sdn Bhd at Unit 32-01, Level 32, 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 holding the meeting.
7. Only members whose name appear in the Record of Depositors as at 16 November 2016 shall be eligible to attend, speak and vote at the meeting or
appoint a proxy to attend, speak and/or vote on his/her behalf.
AFFIX STAMP
HERE
The Share Registrar
TRICOR INVESTOR & ISSUING HOUSE

SERVICES SDN. BHD. (11324-H)
Unit 32-01, Level 32, Tower A
Vertical Business Suite
Avenue 3, Bangsar South
No. 8, Jalan Kerinchi
59200 Kuala Lumpur
Nos 2-8, Lorong 6E/91, Taman Shamelin Perkasa, Batu 3 1/2 Jalan Cheras, 56100 Kuala Lumpur.
Tel No : +603-9283 7518 Fax No : +603-9283 7536
www.jerasia.biz

JERASIA-Annual Report 2016 PDF

Hochgeladen von

Dokumentinformationen

Originaltitel

Copyright

Verfügbare Formate

Dieses Dokument teilen

Dokument teilen oder einbetten

Freigabeoptionen

Stufen Sie dieses Dokument als nützlich ein?

Sind diese Inhalte unangemessen?

Copyright:

Verfügbare Formate

JERASIA-Annual Report 2016 PDF

Hochgeladen von

Copyright:

Verfügbare Formate

Annual Report 2016

Cont 002 | Corporate

009 | Senior Management

005 | Group Financial 010 | Chairman’s

016 | Audit Committee

019 | Statement 035 | Financial 104 | Notice of Annual

100% Jerasia Apparel Sdn Bhd

100% Jerasia Brands Sdn Bhd

100% Jerasia Fashion Sdn Bhd

rate 100% Canteran Apparel Sdn Bhd

100% Jerasia Haulage Sdn Bhd

100% Jerasia Inspiration Sdn Bhd

Dato’ Tan Yik Huay

Dato’ Sri Mohd Haniff

Andrew Hong Tat Beng

Suite 1008, 10 th Floor HSBC Bank Malaysia Berhad

Stock Exchange Listing

Revenue 316.6 320.9 320.9 337.2 503.6

Profit before tax 12.3 10.1 5.0 10.9 9.2

Profit after tax 8.4 7.0 3.3 10.0 7.1

SEN SEN SEN SEN SEN

Dividend per share 3.0 - - - -

Revenue Profit Before Tax Profit After Tax

12 13 14 15 16* 12 13 14 15 16* 12 13 14 15 16*

Independent Non-Executive Chairman

Asian Chemical Fibers Industry Federation and also past

PRONOB KUMAR SEN GUPTA Chairman of Pembangunan Sumber Manusia Bhd.

Group Managing Director

Dato’ Tan Yik Huay, aged 73, male, a Malaysian, is an

Currently, Dato’ Tan is the Vice President of the Malaysian

Dato’ Sri Mohd Haniff Andrew Hong Tat Beng

Liew Wai San SENIOR MANAGEMENT

Shareholders, the implementation of Goods and Services Tax (‘GST’) on

The financial period under review was indeed a challenging

Audited Financial period, increased by 15.4% to reach RM389.25 million from

Statements of the Despite external shocks, the domestic economy is expected

Jerasia Capital Berhad

30 June 2016. households continue to make expenditure adjustments in

At this opportune time where there are many new upcoming

Manufacturing and Export Division

successfully embarked on a manufacturing relationship

The Group will continue to commit towards growing the

Dato’ Nik Mohamed Din bin Datuk Nik Yusoff

The Group emphasises CSR on four main focal areas,

Kuala Lumpur, so that they will be protected from the

In addition, JCB prioritises the welfare of its staff and

Subsequent to the financial period ended 30 June 2016,

Furthermore, the Group emphasises and encourages the

In line with our corporate policies on promoting business

Chairman : Dato’ Tan Yik Huay (Independent NED)

II. MEETINGS AND MINUTES

Members of the Audit Committee Number of Meetings Attended

III. AUTHORITY AND DUTIES

INTERNAL AUDIT FUNCTION

1 ESTABLISH CLEAR ROLES AND RESPONSIBILITIES

1.2 Clear Roles And Responsibilities

a. Reviewing and adopting the Company’s strategic plans

b. Overseeing the conduct of the Company’s business

1.3 Code of conduct

1.4 STRATEGIES PROMOTING SUSTAINABILITY

1.5 ACCESS TO INFORMATION AND ADVICE

1.6 QUALIFIED AND COMPETENT COMPANY SECRETARY

1.7 BOARD CHARTER