Ipmuda - AR 2018 (Part 1)

(Company Number: 22146-T)
Transforming and Rejuvenating Growth
IPMUDA BERHAD (22146-T)

ANNUAL REPORT 2018
9th Floor, Maju Tower, No. 1001, Jalan Sultan Ismail,
50250 Kuala Lumpur, Malaysia
Tel : +603 2719 2828 Fax : +603 2719 2818 www.ipmuda.com.my
IPMUDA_AR(18)CovA3_FINAL.indd 1 29/10/2018 12:17 PM

Notice of Annual General Meeting .......................... 2
Statement Accompanying
Notice of Annual General Meeting........................... 7
Corporate Data ......................................................... 8
Profile of Board Directors ........................................... 9
Key Management Profile ......................................... 13
Chairman’s Statement ............................................ 15
Sustainability Statement .......................................... 16
Management Discussion and Analysis ................. 19
table of
CONTENTS
Corporate Governance Overview Statement ........ 24
Audit Committee Report ......................................... 42
Statement on Risk Management
and Internal Control ................................................ 46
Additional Compliance Information ...................... 51
List of Properties Held .............................................. 53
Statement of Shareholdings ................................... 57
Proxy Form
Financial Statements
2 A N N U A L R E P O R T 2 0 1 8
Notice of
Annual General Meeting
NOTICE IS HEREBY GIVEN that the Forty-Third (43rd) Annual General Meeting of Ipmuda Berhad will be held
at Multaqam Hall, Level 10, Maju Tower, 1001 Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia on Friday
07 December 2018 at 9.00 a.m. for the following purposes:-
AS ORDINARY BUSINESS
1. To receive and adopt the Audited Financial Statements for the financial Resolution 1
period ended 30 June 2018 and the Directors’ and Auditors’ Reports thereon.
2. T o approve the payment of Directors’ Fees of RM207,350.00 for the financial Resolution 2
period ended 30 June 2018.
3. To approve the additional payment of Directors’ benefits payable to the Resolution 3

Non-Executive Directors up to an amount of RM20,000.00 from 01 November
2018 to 07 December 2018 (the date of the 43rd Annual General Meeting
in 2018).
4. To approve the payment of Directors’ benefits payable to the Non-Executive Resolution 4

Directors up to an amount of RM80,000.00 from 08 December 2018 until
the next Annual General Meeting of the Company in 2019.
5. To re-elect the following Director retiring under Article 101 of the Company’s
Articles of Association:
(a) Dato’ Maarof bin H.A. Rahman Resolution 5
6. To re-elect the following Directors retiring under Article 107 of the Company’s
Articles of Association:
(a) Dato’ Sim Choo Thiam Resolution 6

(b) Datuk David Rashid bin Ghazalli Resolution 7
(c) Puan Nazariah binti Ibrahim Resolution 8
7. To re-appoint Messrs Crowe Malaysia (formerly known as Messrs Crowe Resolution 9

Horwath) as Auditors of the Company for the ensuing year and to authorise
the Board of Directors to fix their remuneration.
AS SPECIAL BUSINESS
To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions:
8. RETENTION OF INDEPENDENT NON-EXECUTIVE DIRECTORS
(a) “THAT subject to the passing of Ordinary Resolution 5, authority Resolution 10

be and is hereby given to Dato’ Maarof bin H.A. Rahman who has
served as an Independent Non-Executive Director of the Company
for a cumulative term of more than twelve (12) years, to continue to
act as an Independent Non-Executive Director of the Company.”

(b) “THAT authority be and is hereby given to Dato’ Ahmad Bakri bin Resolution 11
Shabdin who has served as an Independent Non-Executive Director
of the Company for a cumulative term of more than twelve (12) years,
to continue to act as an Independent Non-Executive Director of the
Company.”
A N N U A L R E P O R T 2 0 1 8 3
Notice of
[cont’d]
9. AUTHORITY TO THE DIRECTORS TO ISSUE AND ALLOT SHARES PURSUANT TO

SECTION 75 AND SECTION 76 OF THE COMPANIES ACT 2016
“ THAT subject always to the Companies Act 2016, the Articles of Association Resolution 12
of the Company and the approvals of the relevant governmental/regulatory
authorities, the Directors be and are hereby empowered, pursuant to Section
75 and Section 76 of the Companies Act 2016, to issue and allot shares
in the Company at any time and upon such terms and conditions and
for such purposes as the Directors may, in their absolute discretion deem
fit, provided that the aggregate number of shares issued pursuant to this
resolution does not exceed 10% of the total number of issued shares of
the Company for the time being and that the Directors be and are also
empowered to obtain the approval from Bursa Malaysia Securities Berhad
for the listing of and quotation for the additional shares so issued and that
such authority shall continue in force until the conclusion of the next Annual
General Meeting of the Company.”
10. To transact any other business for which due notice shall have been given.
BY ORDER OF THE BOARD

CHAN LAI CHOON
(MAICSA 0809269)
Secretary
Kuala Lumpur
31 October 2018
NOTES:
1. A member of the Company entitled to attend and vote at the abovementioned meeting is entitled
to appoint a proxy or not more than two (2) proxies, to attend and vote in his stead. A proxy may but
need not be a member of the Company. There shall be no restriction as to the qualification of the
proxy. Where a member appoints two (2) proxies, he shall specify the proportion of his shareholdings
to be represented by each proxy.

2. Where a Member of the Company is an authorised nominee as defined under the Securities Industry
(Central Depositories) Act, 1991, it may appoint at least one (1) proxy but not more than two (2)
proxies in respect of each securities account it holds with ordinary shares of the Company standing
to the credit of the said securities account.
3. Where a Member of the Company is an exempt authorised nominee which holds ordinary shares in
the Company for multiple beneficial owners in one securities account (“omnibus account”), there
is no limit to the number of proxies which the exempt authorised nominee may appoint in respect
of each omnibus account it holds.
4. Where an authorised nominee appoints two (2) proxies, or where an exempt authorised nominee
appoints two (2) or more proxies, the proportion of shareholdings to be represented by each proxy
must be specified in the instrument appointing the proxies.

5. The instrument appointing a proxy, in the case of an individual, shall be signed by the appointer or by
his attorney duly authorised in writing, and in the case of a corporation, shall be either given under
its common seal or under the hand of an officer or attorney of the corporation duly authorised.
4 A N N U A L R E P O R T 2 0 1 8
Notice of
[cont’d]
NOTES: (Cont’d)
6. The instrument appointing the proxy must be deposited at the Registered Office of the Company at
9th Floor, Maju Tower, 1001 Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia, not less than forty-eight
(48) hours before the time set for holding the meeting or any adjournment thereof.
7. Pursuant to 8.29(A) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all
the resolutions set out in the Notice shall be put to vote by way of poll.
8. For the purposes of determining a member who shall be entitled to attend and vote at the
forthcoming 43rd Annual General Meeting of the Company, the Company shall be requesting the
Record of Depositors as at 30 November 2018. Only a depositor whose name appears in the Record
of Depositors as at 30 November 2018 shall be entitled to attend and vote at this meeting as well as
for appointment of proxy/proxies to attend and vote in his stead.
(A) Explanatory Notes on Ordinary Business
(1) Ordinary Resolution 2
The shareholders had at the 42nd Annual General Meeting approved the payment of Directors’
Fees of RM158,400.00 to Non-Executive Directors for the financial year ended 31 December
2016.
The Board is seeking an increase in the directors fees to RM207,350.00 for the financial
period ended 30 June 2018 due to the Company’s change in the financial year end from 31
December 2017 to 30 June 2018 which was announced to Bursa Malaysia Securities Berhad
on 19 December 2017 and the Companies Commission of Malaysia had on 13 February 2018
granted the Company an extension of time until 31 December 2018 to hold the Company’s
2018 Annual General Meeting under Section 340(4) of the Companies Act 2016.
(2) Ordinary Resolutions 3 and 4 (Agenda No. 3 and 4)
Section 230(1) of the CA 2016 provides that “fees” of the directors and “any benefits” payable to
the directors of a listed company and its subsidiaries shall be approved at a general meeting.
In this respect, the Board wishes to seek shareholders’ approval for the following payments to
Non-Executive Directors (“NEDs”) at the 43rd Annual General Meeting (“43rd AGM”):
(i) Ordinary Resolution 3 on the additional payment of Directors’ benefits up to the amount
of RM20,000.00 comprise of meeting allowances payable for attendance of the NEDs
at Board and Board Committee Meetings for the period from 01 November 2018 to 07
December 2018 (the date of this 43rd AGM).The previous amount of RM60,000.00 Directors’
benefits approved at the 42nd Annual General Meeting held on 25 May 2017 was insufficient
due to the Company’s change in financial year end from 31 December 2017 to 30 June
2018.
(ii) Ordinary Resolution 4 on payment of Directors’ benefits up to the amount of RM80,000.00

also comprise of meeting allowances payable for attendance of the NEDs. The aforesaid
Directors’ benefits are computed based on the number of scheduled meetings and
unscheduled meetings (where necessary) for Board, Board Committee meetings and
general meetings, assuming full attendance by all the NEDs. The amount also includes a
contingency sum to cater to unforeseen circumstance such as the appointment of any
additional Director.
In the event, where the payment of Directors’ benefits payable during the above period exceeded
the estimated amount sought at this 43rd AGM, shareholders’ approval will be sought at the
next Annual General Meeting.

A N N U A L R E P O R T 2 0 1 8 5
Notice of
[cont’d]
(B) Explanatory Notes On Special Business:
(1) Ordinary Resolutions 10 and 11 – Retention of Dato’ Maarof bin H.A. Rahman and Dato’ Ahmad
Bakri bin Shabdin as Independent Non-Executive Directors [Agenda No. 8 (a) and 8(b)]
Practice 4.2 of the Malaysian Code on Corporate Governance 2017 states that the tenure of
an independent director should not exceed a cumulative term of nine (9) years. Nonetheless,
Practice 4.2 also states that the Board should justify and seek annual shareholders’ approval if
the Board intends to retain an independent director beyond nine years. If the Board continues to
retain the independent director after the twelfth year, the Board should seek annual shareholders’
approval through a two-tier voting process.
The Nomination Committee has assessed the independence of Dato’ Maarof bin H.A. Rahman
and Dato’ Ahmad Bakri bin Shabdin who each has served as an Independent Non-Executive
Director of the Company for a cumulative term of more than twelve (12) years, and the Board
has recommended to retain them as Independent Non-Executive Directors of the Company
based on the following justifications:-
(i) Both of them fulfil the criteria of an Independent Director pursuant to the Main Market Listing
Requirements of Bursa Malaysia Securities Berhad and are able to bring independent
and objective judgement to the Board.
(ii) Both of them are familiar with the Company’s business operations with their years of
experience in the Company, thus enabling them to contribute actively and effectively
during deliberations or discussions at the Board Meetings.
(iii) Their length of service on the Board do not in any way interfere with their exercise of
independent judgement. They have remained objective and independent in expressing
their views and participating in deliberations and decision-making of the Board and
Board Committees.
(iv) They have devoted sufficient time and commitment to discharge their responsibilities as
Independent Non-Executive Directors.
(v) Both of them have exercised due care and diligence during their tenure as Independent
Directors of the Company and carried out their duties in the interest of the Company and
shareholders.
As recommended by Practice 4.2 of the Malaysian Code on Corporate Governance 2017,

the Board will seek approval from the shareholders of the Company through a two-tier voting
process at this 43rd AGM to retain Dato’ Maarof bin H.A. Rahman and Dato’ Ahmad Bakri bin
Shabdin as Independent Non-Executive Directors.
The proposed Ordinary Resolutions 10 and 11, if passed, will enable Dato’ Maarof bin H.A.
Rahman and Dato’ Ahmad Bakri bin Shabdin to retain as Independent Non-Executive Directors
of the Company.
6 A N N U A L R E P O R T 2 0 1 8
Notice of
[cont’d]
(B) Explanatory Notes On Special Business: (Cont’d)
(2) Ordinary Resolution 12 - Authority to the Directors to issue and allot shares pursuant to Section
75 and Section 76 of the Companies Act 2016
The proposed Ordinary Resolution 12 is proposed pursuant to Section 75 and Section 76 of the
Companies Act 2016, and if passed, will empower the Directors of the Company from the date
of the above Annual General Meeting, authority to issue and allot shares in the Company up
to an amount not exceeding 10% of the total number of issued shares of the Company for the
time being for such purposes as the Directors deem fit and in the interest of the Company. This
authority will, unless revoked or varied by the Company in general meeting, will expire at the
conclusion of the next Annual General Meeting of the Company.
The general mandate is a renewal of the mandate that was approved by the shareholders at
the last Annual General Meeting held on 25 May 2017. The renewal of the general mandate is
to provide flexibility to the Company to issue new shares without the need to convene separate
general meeting to obtain its shareholders’ approval so as to avoid incurring additional cost
and time. The purpose of this general mandate is for possible fund-raising exercises including
but not limited to further placement of shares for purpose of funding current and/or future
investment projects, working capital and/or acquisitions.
The extended approval of 14 June 2017 given by Bursa Malaysia Securities Berhad to the
Company vide their letter dated 19 January 2017 to complete the Private Placement of up to
7,246,950 new ordinary shares in the Company representing up to 10% of the issued and paid-
up share capital of the Company had lapsed after 14 June 2017. No new shares were issued/
placed out pursuant to the Private Placement.
A N N U A L R E P O R T 2 0 1 8 7
Statement Accompanying Notice of

(Pursuant to Paragraph 8.27(2) of Bursa Malaysia Securities Berhad Main Market Listing Requirements)
Details of individuals who are standing for election as Directors
There were no individuals standing for election as Directors (other than those Directors who are standing
for re-election as Directors) at the 43rd Annual General Meeting of the Company.
8 A N N U A L R E P O R T 2 0 1 8
Corporate
Data
BOARD OF DIRECTORS SHARE REGISTRAR
Tan Sri Abu Sahid bin Mohamed Symphony Share Registrars Sdn. Bhd.
Executive Chairman Level 6, Symphony House
Block D13, Pusat Dagangan Dana 1
Dato’ Sim Choo Thiam Jalan PJU 1A/46
Managing Director 47301 Petaling Jaya, Selangor Darul Ehsan
Tel : 03-7849 0777
Dato’ Maarof bin H.A. Rahman Fax : 03-7841 8151/8152
Senior Independent Non-Executive Director
Dato’ Ahmad Bakri bin Shabdin AUDITORS

Independent Non-Executive Director
Crowe Malaysia
Datuk David Rashid bin Ghazalli Level 16 Tower C
Independent Non-Executive Director Megan Avenue II
12 Jalan Yap Kwan Seng
Puan Nazariah binti Ibrahim 50450 Kuala Lumpur
Independent Non-Executive Director
PRINCIPAL BANKERS
SECRETARY
Malayan Banking Berhad
Ms Chan Lai Choon (MAICSA 0809269) Bank Islam Malaysia Berhad
Bank Kerjasama Rakyat Malaysia Berhad
REGISTERED OFFICE
STOCK EXCHANGE LISTING
9th Floor Maju Tower
1001 Jalan Sultan Ismail Bursa Malaysia Securities Berhad
50250 Kuala Lumpur Main Board
Tel : 03-2719 2828
(Stock Code: 5673)
Fax : 03-2719 2818
WEBSITE
www.ipmuda.com.my
A N N U A L R E P O R T 2 0 1 8 9
Profile of
Board of Directors
Tan Sri Abu Sahid bin Mohamed was appointed to the Board of Ipmuda
TAN SRI ABU SAHID on 22 April 1997.
BIN MOHAMED
Tan Sri Abu Sahid is presently the Group Executive Chairman of the Maju
Executive Chairman Group of Companies. He has been the driving force behind the growth
of the Maju Group in all its activities over the past 41 years. He has made
Age/Gender: 67/Male
the Maju Group well diversified with activities in Construction, Property
Nationality: Malaysian Development, Infrastructure, Services and Manufacturing.
Tan Sri Abu Sahid also serves as the Group Executive Chairman of
Bright Focus Berhad. He does not hold directorship in other public listed
companies.
Tan Sri Abu Sahid is also a director of various other private limited companies
in Malaysia.
He is a major shareholder of the Company.
Save as disclosed above, he does not have any family relationship with
any Director and/or other major shareholder of the Company and does
not have any conflict of interest with the Company
He has not been convicted for any offence within the past five years. There
were no sanctions and/or penalties imposed on him by any relevant
regulatory bodies during the financial period.
Dato’ Stephen Sim was appointed Director and Managing Director on 25

DATO’ sim January 2018.
choo thiam
Dato’ Stephen Sim is Founder and President of SCiTy Holdings Sdn Bhd.
Managing Director Incorporated in January 22, 2013. SCiTy specialises in Real Estate Property
Age/Gender: 48/Male Development & Construction in Malaysia and Australia. SCiTy has since
diversified into Boutique Holiday Resort, Boutique Classic Car Sales &
Nationality: Malaysian Marketing and Real Estate Sales & Marketing Agency.
Over 25 years of working experience on international corporate

entertainment industry, Dato’ Stephen Sim has managed to develop
and foster strong networking relationships within the Asia Pacific region
especially in Singapore, Malaysia, Thailand and Indonesia. He has vast
international experience in global entertainment, hospitality management,
resorts and gaming industry.
Prior to founding SCiTy Group, Dato’ Stephen Sim served as Senior Vice
President (Global Business Development) for the Seminole Gaming, an
international gaming company belonging to the Seminole Indian Tribe of
the State of Florida, USA.The Seminole Indian also owns worldwide branding
for Hard Rock International Inc.
In 2011, Dato’ Stephen Sim was the President of Silkstar Global Marketing
Incorporation. Silkstar was an Asia-based VIP Premium gaming marketing
company focused on the development of high value players from the Asian
region with the turnover of USD$1.8 bn.
10 A N N U A L R E P O R T 2 0 1 8
Profile of
Board of Directors
[cont’d]
As the Senior Vice President (AsiaPacific 2002 - 2010) of Las Vegas Sands
Corporation (ranked #241 in Fortune 500 in the year of 2016 with market
capital worth USD$47bn), Dato’ Stephen Sim oversaw the Implementation
& Development of International Business for the company especially in the
Asia Pacific Region.
Enrolled his tertiary education in Queensland University of Technology

(QUT), Brisbane, Queensland, Australia majoring in Information Technology.
He does not hold directorship in any public companies nor other public
listed companies.
Dato’ Stephen Sim is a major shareholder of the Company.
Save as disclosed above, he does not have any family relationship with
any Director and/or other major shareholder of the Company and does
not have any conflict of interest with the Company
He has not been convicted for offences within the past five years.There were
no sanctions and/or penalties imposed on him by any relevant regulatory
bodies during the financial period.
Dato’ Maarof bin H.A. Rahman was appointed to the Board on 02 July
DATO’ MAAROF BIN 2001. He is Chairman of the Nomination Committee and a Member of the
H.A. RAHMAN Audit Committee, Remuneration Committee and Risk and Management
Committee of the Company.
Senior Independent Non-
Executive Director He holds a B.A. Management degree and Master of Business Administration
Age/Gender: 62/Male degree from Webster University Geneva, Switzerland. Dato’ Maarof has a
total span of 15 years of various management levels with both public and
Nationality: Malaysian private sectors such as City Hall of Kuala Lumpur, Fisheries Development
Authority, Bloomingdale Advertising and Maser Sdn Bhd.
Currently, he is Managing Director of Libroff Sdn Bhd and has held the
position since 1989.The principal activities of Libroff Sdn Bhd are advertising,
marketing, communication and trading. He is also the Managing Director
of Libroff CSR Sdn Bhd, an energy saving company. He is a Director of
Libroff Printing Sdn Bhd, a wide format digital printing company for indoor
and outdoor display and Libroff Communication Sdn Bhd, an event
management and communication company.
Dato’ Maarof does not hold directorship in any public companies nor other
public listed companies.
He does not have any family relationship with any Director and/or major
shareholder of the Company and does not have any conflict of interest
with the Company.
A N N U A L R E P O R T 2 0 1 8 11
Profile of
Board of Directors
[cont’d]
Dato’ Ahmad Bakri bin Shabdin was appointed to the Board on 16

DATO’ AHMAD BAKRI December 1999. He is Chairman of the Audit Committee and Remuneration
BIN SHABDIN Committee and a member of the Nomination Committee and Risk
Management Committee of the Company.
Independent
Non-Executive Director Dato’ Ahmad Bakri holds a Bachelor of Arts degree and a Post-Graduate
Diploma in Public Administration from University of Malaya and a Master
Age/Gender: 74/Male of Arts in Marketing Education degree from University of Lancaster. He was
formerly the Vice-President, Corporate Affairs & Marketing Department of
Nationality: Malaysian the Multimedia Development Corporation Sdn Bhd.
Upon graduation from University of Malaya in 1966, he joined the civil service
as Assistant District Office in the District Office in Kelang, Selangor and retired
from the civil service in February 1999. During his 33 years of service, he held
a number of positions, which included Director-General of the Malaysian
Tourism Board, Deputy Secretary-General in the Prime Minister’s Department
and Secretary-General in the Ministry of Youth and Sports.
Dato’ Ahmad Bakri does not hold directorship in any public companies
nor other public listed companies.
with the Company.
Datuk David Rashid was appointed to the Board on 25 January 2018. He is

DATUK DAVID RASHID Chairman of the Risk Management Committee of the Company. He holds
BIN GHAZALLI a BSc in Banking and Finance from the University of Wales, Cardiff.
Independent He established a track record over a 25 year period of generating

Non-Executive Director and completing various corporate transactions such as privatisations,
acquisitions, rights issues, initial public listings, debt raising and other
Age/Gender: 53/Male financial transactions valued at more than RM10 billion with multinationals,
conglomerates and other corporate entities in Malaysia, South-East Asia
Nationality: Malaysian
and Australia.
Positions previously held by him are Senior Manager Corporate Finance

- Utama Wardley Berhad (1991-1995), Senior Manager - Citicorp Capital
(1995-1996), Managing Director /CEO - Sanda Plastics Berhad (1996-1997),
Corporate/Business Development Director - Maju Holdings Sdn Bhd (1998-
2001), CEO - MAA Corporate Advisory Sdn Bhd (2001-2013), Executive
Director, Precise Petroleum 2013-2015.
He is currently the Managing Director of Cayla Consulting Group (Asia)

Sdn Bhd, a post he held since 2015 until present.
Datuk David Rashid does not hold directorship in any public companies
nor other public listed companies.
with the Company.
12 A N N U A L R E P O R T 2 0 1 8
Profile of
Board of Directors
[cont’d]
Puan Nazariah was appointed to the Board on 28 September 2018. She is a

PUAN NAZARIAH Member of the Audit Committee, Nomination Committee and Remuneration
BINTI IBRAHIM Committee of the Company. She is a Fellow Member of the Association of
Chartered Certified Accountants and a Member of the Malaysian Institute
Independent of Accountants (MIA).
Non-Executive Director
She held various positions in Tenaga Nasional Berhad since 1 October
Age/Gender: 57/Female
1982. Her last position held was Group Accountant from 1 March 2014 to
Nationality: Malaysian 28 February 2017.
She does not hold directorship in any public companies nor other public
listed companies.
Puan Nazariah does not have any family relationship with any Director and/
or major shareholder of the Company and does not have any conflict of
interest with the Company.
She has not been convicted for offences within the past five years.There were
no sanctions and/or penalties imposed on her by any relevant regulatory
A N N U A L R E P O R T 2 0 1 8 13
Key Senior
Management Profile
Please refer to his Director’s profile appearing in Page 9 to 10 of the Annual

DATO’ SIM Report.
CHOO THIAM
Managing Director
Age/Gender: 48/Male
ENCIK NOR SHAHMIR Encik Nor Shahmir was appointed the Chief Operating Officer of the
BIN NOR SHAHID Company on 01 April 2018.
Chief Operating Officer He holds a Bachelor degree in Accounting (Hons) from the International
Islamic University Malaysia and is a Member of the Malaysian Institute of
Age/Gender: 48/Male Accountants.
Encik Nor Shahmir has held various senior positions in development bank,
investment banks and commercial banks. He was the Senior Vice President/
Head of Banking for Export-Import Bank of Malaysia Berhad (EXIM Bank)
from 2011 to 2018 prior to joining the Company. From 2009 to 2011, he was
the Senior Vice President of Client Coverage for MIDF Amanah Investment
Bank Berhad and from 2006 to 2009, he was based in Bahrain and Qatar
with al Khalij Commercial Bank as the Head of Debt Capital Markets.
Encik Nor Shahmir is a seasoned professional with experience in providing

stewardship in managing business involving Cross-Border Banking, Financial
Advisory, international and regional Project Finance, Corporate Finance,
Islamic Debt Capital Market, Syndications and Investment Banking. He
also possesses vast credit, financial, analytical and risk management
experience, enabling him to provide invaluable input to the Company.
Encik Nor Shahmir does not hold any directorship in public companies
and listed issuers.
with the Company.
He has not been convicted for any offences within the past five years.
There were no sanctions and/or penalties imposed on him by any relevant
14 A N N U A L R E P O R T 2 0 1 8
Profile of
Board of Directors
[cont’d]
Encik Syed Naufal Shahabudin was appointed the Chief Financial Officer
ENCIK SYED NAUFAL of the Company on 01 March 2018.
SHAHABUDIN BIN
SYED ABDUL JABBAR He holds a Bachelor of Science in Economics majoring in Monetary
Economics (Honours) from the London School of Economics and Political
SHAHABUDIN
Science, University of London in 1993 and Master of Business Administration
in Strategic Management from the International Islamic University of
Chief Financial Officer Malaysia.
Age/Gender: 48/Male Encik Syed Naufal Shahabudin became a Certified Public Accountant
awarded by the Malaysian Institute of Certified Public Accountants whilst
he started his career with Ernst & Young in 1994 as Trainee Accountant. At
the end of 1998, he joined Bank Negara Malaysia as a Senior Executive.
He then joined KPMG in 2005 as Audit Manager and later moved to Bank
Muamalat, a subsidiary of DRB Berhad as Vice President, Finance. He
left Bank Muamalat to join Agrobank as Chief Financial Officer in 2012.
Subsequently he joined Credit Guarantee Corporation Malaysia Berhad
as Chief Financial Officer on 15 February 2016.
Encik Syed Naufal Shahabudin does not hold any directorship in public
companies and listed issuers.
with the Company.
Encik Vijia was initially appointed as Special Officer to Managing Director

encik VIJIASELVAM on 29 January 2018 and subsequently re-designated to Chief Corporate
A/L K.T. NAYAGAM Services of the Company on 11 April 2018.
He graduated with a Diploma in Computer Studies from Institute of

Chief Corporate Services Advanced Computer Technology in 1982. A system programmer by training,
Encik Vijia has spent close to 20 years implementing business processes
Age/Gender: 55/Male and work flow for the plantation industry and lately construction industry.
Nationality: Malaysian This task revolves in streamlining finance and operation divisions, relooking
into accounting practices, making information available and moving the
whole organization towards refined cost management.
He was the Senior Business Manager of CSA Berhad from 1984 to 1997.
He holds the position of Executive Director of TD Technologies Sdn Bhd
since 1997 and is responsible for the performance of the company and
managing licensing and development of activity Based Management
Engine, manpower management for client change management and
R&D development roadmap and directions. He also sits on the board of
Director of First Zanzibar Sdn Bhd since 2001 where he assists and manages
the consulting team across Malaysia and Indonesia.
Encik Vijia does not hold any directorship in public companies and listed
issuers.
with the Company.
A N N U A L R E P O R T 2 0 1 8 15
“On behalf of the Board

of Directors, I am pleased
to present the Report and
Financial Statements of
Ipmuda Berhad and the
Group for the 18 months
financial period ended 30th
June 2018”
Chairman’s
This financial period has been an eventful one for
Ipmuda. We embarked on a transformation journey
where we revisited our processes and business
Statement
model. This has resulted in a much leaner and an brings with him in-depth experience in the corporate
altogether different organisation that is both flexible finance industry. Puan Nazariah is a Fellow of the
and agile, making it an ideal platform to work Association of Certified Chartered Accountants
towards being a solutions provider rather than just and previously served as the Group Accountant of
a trading house. Tenaga Nasional Berhad.
This year has seen us hitting the “Reset” button, The Board and I wish to express our sincere thanks
moving away from the traditional, Buy-Store-Sell to to Dato’ Abu Talib bin Mohamed who had served
a more efficient and seamless, direct-to-customer the Board since 22nd April 1997. Dato’Talib had been
site akin to a Just-In-Time model. We have also with me, giving the Board and myself his full support
centralised many of our back office and support which I hold very dear to my heart, from that very
functions which has already made the Company first day. We respect his wish to leave the Board and
more efficient and able to effectively serve its to take on a more relaxed pace. We wish him good
business partners. health and the very best in his future endeavours.
I am pleased to inform shareholders that we have We would also like to thank both Dato’ Yap Wee
in place, an experienced team of professionals as Leong and En Mohd Faiq bin Abu Sahid who have
Key Management to drive the company forward. served the Board since 2015. Both have left the
Members of this team bring with them a wide range Board on 25th January 2018 to spend more time
of skills and experience which augurs well for the with their other directorships within the Maju Group
Group as it prepares itself for growth. of Companies.
Leading this new team, please allow me and my My utmost gratitude goes to the staff of the Ipmuda
fellow Board Members to welcome Dato’ Stephen Group who have worked hard to make the start of
Sim Choo Thiam to the Board of Ipmuda Berhad. the transformation journey possible. I am aware
Dato’ Stephen has an impeccable background in of the numerous sacrifices made by the many
real estate, property development and construction. individuals involved.
He also has over 25 years of experience in the
international corporate entertainment industry. I would also like to take this opportunity to extend
Dato’ Stephen has helmed the Ipmuda Group as our sincere gratitude to the Company’s valued
Managing Director from January 2018. The Board shareholders, business partners, customers, suppliers
and I extend our utmost support to Dato’ Stephen and bankers for their continued support and
to carry out his duties. confidence in the group.
Assisting Dato’ Stephen are the following Key We are already finalising the implementation of our
Management members. En Nor Shahmir Nor SAP-based Enterprise Resource Planning system
Shahid serves as our Chief Operating Officer and which will further improve our service delivery, control
En Syed Naufal Shahabudin is our Chief Financial and efficiency. With this more-competitive and lithe
Officer. Both En Shahmir and En Naufal have held Ipmuda in place, I can foresee a brighter medium-
senior positions in the banking industry. Assisting to long-term growth for the Group moving forward.
Dato’ Stephen with the transformation process is
En Vijiaselvam who is our Chief Corporate Services.
En Vijiaselvam comes from the IT industry and has
overseen many transformation programmes. The Thank you.
Board welcomes the new key management and
looks forward to a leaner and profitable Ipmuda
Berhad Group of Companies. Tan Sri Abu Sahid bin Mohamed
Executive Chairman
The Board and I would also wish to welcome Datuk Ipmuda Berhad
David Rashid Ghazalli and Puan Nazariah binti
Ibrahim to the Board of Ipmuda Berhad. Datuk David 18 October 2018
16 A N N U A L R E P O R T 2 0 1 8
Sustainability
Statement
We affirm our commitment to sustainability by disclosing our approach and presenting a concise statement
of our efforts in the period. We wish to state that our transformation journey was a necessity borne out of
the need for our business sustainability. This is evidenced in the rationalisation and restructuring efforts
taken to ensure sustainable growth.
APPROACH
Our advocacy towards sustainability is focused around the following areas :
• Business Sustainability
• Environmental Sustainability
• Social Sustainability
Material sustainability matters will be considered and addressed should it be of significant impact to the
abovementioned areas. These matters will also be considered material if it greatly influences the decision
making of stakeholders involved.
Key Senior Management are tasked to ensure that efforts are made to address sustainability in the business
planning as well as in the daily operations of the Company.
We have incorporated sustainability in our strategic planning process and it is now one of the key
considerations in our business planning and budgeting.
This is evidenced in our 3-year business plan where we have adopted the following 4 main strategic
objectives as its foundation.
• Ensure Sustainable Growth

• Ensure Operational Efficiency and Effectiveness
• Enhance Human Capital
• Leveraging IT (IT Business Platform)
Sustainability matters will be identified and addressed both at this stage and also during regular Senior
Management Committee meetings. We also believe that sustainability should be second nature and not
just a set of rigid rules.
We present below various efforts taken during the period.

A N N U A L R E P O R T 2 0 1 8 17
Sustainability
Statement
[cont’d]
BUSINESS SUSTAINABILITY
As described, we have incorporated the consideration for sustainability in our strategic planning. This
leads to our 3-year business plan and its related corporate key performance indicators, which ultimately
supports the Vision and Mission of the group. Cognizant that the main purpose of a corporation is to be
profitable and to generate returns for the shareholders, the following are some of the activities carried out
during the period.
• Unified Vision and Mission - Senior Management and Operation Heads have adopted a group-wide
Vision and Mission, which ensures that all entities in the group work towards a common goal. Many
shared KPI’s will ensure cooperation from various departments within the group.
• Non-Value-add Functions – The transformation identified and addressed areas such as duplicated
roles, underutilised warehouses, idle non-core assets and non-productive overheads.
• Branding – We have developed our own brand of Sanitaryware & Fittings (Ortolani) and Architectural
Hardware (Concorde). Having these brands specified in projects better ensures that we reap rewards
from our marketing effort.
• We have identified the need to focus on the marketing of finishing products (which carries healthier
margins).
• Customer and Supplier Engagement – Through a process of managed engagement, our customers
and panel of suppliers were kept informed of our transformation journey and of our need to centralise
all our sales and purchases under a single entity. This has proven to be an effective Customer
Relationship Management / Supplier Relationship Management initiative.
• New Enterprise Resource Planning System (ERP) – We are implementing a new ERP system which
has a mobile application front end. This will allow the sales force to obtain quotations and confirm
orders from their smart devices. The new ERP also informs management on up to date information
and better control over operations. We are committed to leverage on IT as an enabler for our business
moving forward.
ENVIRONMENTAL SUSTAINABILITY - PRODUCTS
Products that we sell are not solely the responsibility of the manufacturer. As a distributor, we play a role in
ensuring that quality and environmentally friendly products are made available to our customers. We have
policies in place for pre-selecting suppliers and also processes to receive feedback on product quality.
• Environment – we have water saving faucets equipped with the latest aerators to volumize water flow,
rainwater harvesting systems and products made from recycled materials. Our pre-selection process
of supplier favours those which has MS ISO 14001 certification.
• Quality Products – Our product selection team with industry expertise pre-selects suppliers and
eventually the product itself. This ensures products perform to their specification which avoids
unnecessary repair and/or replacement.
• Industrialised Building System – We promote the use of Industrialised Building System products
(Lightweight Blocks, Sections, etc.), which has been proven to reduce site environmental impact.
• Energy Efficiency – We promote the use of energy saving products such as rockwool and fiberglass
insulation, insulated glazing units, low-e glass, metallized aluminium insulation foils, aluminium/steel
sun shades and energy saving water heaters.
18 A N N U A L R E P O R T 2 0 1 8
Sustainability
Statement
[cont’d]
SOCIAL SUSTAINABILITY - WORKFORCE
We recognise the importance of the contribution that a well taken-cared of employee can bring to the
Company. Our 3-year business plan addresses workforce sustainability through skills development, talent
management, staff retention and succession planning strategies. In the period, we have carried out the
following:
• Office Environment – We renovated our offices to ensure that staff are working in an up to date, bright
and tidy environment that is conducive to their productivity and effectiveness.The addition of various
informal discussion area at our KL office has truly brightened the work space.
• Quality of Life - Our Sales force now works from home. Apart from scheduled meetings and briefings,
they are no longer required to clock in. Initial feedback is positive as most find that missing the
morning traffic and an early start with customers is an effective use of their time.
• Performance Based - KPI system for evaluation is being implemented to ensure that performers are
duly identified, recognised and rewarded accordingly.
• Training Needs Analysis – Training needs analysis is currently being carried to ensure that staff have
the required skills and knowledge to carry out their role and function.
• High Potential Employees – A process is being implemented to identify and grow a pool of high
potential employees for future management roles.
• Re-Training – Restructuring and centralisation had resulted in some roles being redundant. Affected
staff were re-trained for alternate roles. The experience from this augur well for future training needs.
• Succession Planning – We are putting in place a succession planning process to ensure continuity
for all key positions.
• Staff Social Club – The Company support a staff run club called “Ipmuda United” which organises
weekend and after work walks and “makan evenings”. This allows for better integration of staff from
the various departments, making for a more harmonious and co-operative workspace.The Company
contributes a matching amount to the club to enable staff to carry out activities.
SOCIAL SUSTAINABILITY - PUBLIC INTEREST & CORPORATE SOCIAL RESPONSIBILITY (CSR)
To be aware that we do not operate in isolation, but as a part of a community, the group proactively seeks
to contribute and support public interest by supporting Corporate Social Responsibility activities such as:
• Industry Bodies – we are a corporate member of both Building Materials Distributors Association of
Malaysia (BMDAM) and Master Builders Association of Malaysia (MBAM). These bodies represent
members to engage in strategic discussions with various regulators in the industry. Our representatives
are actively involved in events and discussions organised.
• Standards Writing – we have staff involved in Technical Committees organised by SIRIM to assist in
the formulation of Malaysian Standards.
• CSR – Kuala Gandah Elephant Sanctuary. We organised a day trip for our staff and their invitees to
help with the cleaning of the enclosures. This event brought about environmental and conservation
awareness. Kuala Gandah suffered a flood the previous year and we took this opportunity to recycle
some of our excess furniture by donating it to the sanctuary.
• CSR – Fiesta Final World Cup. We co-sponsored a screening of the live telecast of the World Cup
Final at Dataran Merdeka on 15th July 2018. This event brought supporters of all nationality, ethnicity,
walks-of-life and ages for an amazing evening without barriers, apart from the passionate support
for their team of choice.
• CSR – The Company sponsored iftar meals for orphans during Ramadhan. Our staff were encouraged
to volunteer to host and serve our guests. We held these sessions at our Chairman’s private residence.
A N N U A L R E P O R T 2 0 1 8 19
Management Discussion
and Analysis
OVERVIEW OF BUSINESS
Ipmuda is basically a building materials trading company. We function as a hub that matches our many
suppliers to our set of customers. As such, our customers are provided with a vast choice of products,
making us a sourcing centre for their building material and finishing product requirement.
Ipmuda has a history of over 43 years and has gone through and survived many economic cycles. This is
mainly due to the sheer momentum of the Group and the support of its loyal business partners.
Albeit global growth for 2017 experienced some positive upswing, the momentum petered out towards
the 4th quarter. The Jan to Jun 2018 period was wrought by weak global indicators, the latest of which had
the World Bank putting global growth rate at 3.1% for 2018. The World Bank indicates that this growth will
slow gradually over the next 2 years.
World Bank has cut its 2018 forecast for Malaysia to 4.9% in October from an estimate of 5.4% in April.
The construction industry post GE14 was inundated with news of mega project deferments and
renegotiations. This affected many manufacturers and contractors involved in the supply chain.
The impact to Ipmuda is moderate as most major contractors and developers are already sourcing supply
of general building materials from manufacturers directly and in some cases, importing finishing goods
themselves.
This 18-month period has been challenging for the Ipmuda Group. Escalating costs, reducing margins,
new players, evolving business practices and models, and other challenges has affected not only us, but
other trading houses in the industry.
A check reveals that although there has been growth in our national construction GDP over the recent
years, many building materials traders have not enjoyed similar numbers in their trading business.
20 A N N U A L R E P O R T 2 0 1 8
and Analysis
[cont’d]
RESULT TREND
18 mths Annualised Restated

RM’000 2018 2018 2016 2015 2014 2013 2012
REVENUE* 492,329 328,220 422,276 556,693 635,532 628,072 657,156

COST OF SALES 453,971 302,647 384,116 509,030 578,203 572,075 604,618
gross profit 38,358 25,572 38,160 47,663 57,329 55,997 52,538
other income 15,359 10,239 11,157 16,903 14,840 20,304 7,922
Administrative Expenses (34,430) (22,953) (26,276) (27,062) (27,712) (26,983) (25,829)

Selling and Marketing (19,774) (13,183) (16,032) (15,299) (15,361) (15,287) (16,100)
Expenses
Other Operating (32,368) (21,579) (4,487) (10,041) (3,207) (18,363) (8,404)
Expenses
Finance Cost (7,627) (5,085) (5,159) (5,858) (5,670) (5,725) (4,140)
(Loss)/Profit Before (40,482) (26,988) (2,637) 6,306 20,219 9,943 5,987

Taxation
Gross Profit Margin, % 7.79% 7.79% 9.04% 8.56% 9.02% 8.92% 7.99%
Net allowance for 29,605 – 2,513 948 (62) 15,366 3,605

impairment losses on
receivables
* Result for the 18 months ended 30 June 2018 and the restated 31st December 2016 exclude the operation on
constructing and assembling industrial control instruments within the contracting segment, which is presented
as a disposal group classified as held for sale at the end of the reporting period.
REVENUE
The main decline in revenue is attributable to the softening of the property market over the period. This
softening was a result of imminent oversupply and by financial institutions tightening on their property
related lending.
We are classifying our constructing and assembling industrial control instruments business as held for
sale following the Groups’ plan to divest it. This has reduced our sales by RM61.5M as well as profit before
tax of RM552K.
The focus away from “high volume low margin” products has also affected revenue volume. Sales person
are now incentivised to sell higher margin items and they are encouraged to optimise the credit given to
customers. Conversely, high margin products would normally require a longer “gestation” period before
sales is made.
A N N U A L R E P O R T 2 0 1 8 21
and Analysis
[cont’d]
GROSS PROFIT MARGINS
Gross margins have improved over 2013 to 2016 due to the focus on finishing products. We have been
working on improving sales of our finishing products through both our Specialist trading companies,
Ipmuda Tiles and Sanitarywares Sdn Bhd and Ipmuda Architectural Products Sdn Bhd.
The efforts of both these subsidiaries will be continued once the operations are eventually transferred to
a single building materials trading company.
The gross profit margin was affected adversely in the 6th quarter due partly to the clearance of stocks from
warehouses that we intend to monetise.This was done in anticipation of disposal of these non-core assets.
SALES OF PROPERTY
During the period we sold one major property. This was the factory land & building in Rawang which we
used to manufacture cabinetry until 2016 when we closed it down. We sold the property for RM12 Million.
OWN BRAND
We are developing our own brand of products. Having these brands ensures that we can reap the rewards
of our marketing efforts. The following are our brands:
Ortolani – Sanitarywares, faucets and bathroom accessories

Concorde – Architectural ironmongery
We received the approval for the registration of our new Ortolani logo.
SOLE AGENCY PRODUCTS
Apart from our own brands, we also represent brands such as nahm, Ottone Meloda, Geesa and Duraset.
Duraset – Architectural ironmongery from Taiwan

Ottone Meloda – Faucets and bathroom fittings from Italy
Geesa – Bathroom fitting and accessories from the Netherlands
nahm – Sanitarywares from the Villeroy & Boch Group
We have increased our efforts to push all our own and sole agency products into the market through our
specialised marketing teams. This effort will be enhanced post our transformation as we will have a single
team focused on specifications of all our own and sole agency products.
This team will approach developers, specifiers of both private and government projects to ensure that our
products and solutions are presented and offered. Cognizant of the changing market demand towards
more competitively priced products, we have developed products to suite all ranges of projects.
PROPERTY DEVELOPMENT
Our Kondominium Kristal development in Kota Kinabalu is almost fully sold. With only a single unit left of
the 95 units built, we are looking to launch the 2nd phase of Kondominium Kristal in 2019.

Apart from the 2nd phase of Kondominium Kristal, we will be developing another property from our land bank.
22 A N N U A L R E P O R T 2 0 1 8
and Analysis
[cont’d]
CLOSURE OF BRANCHES
We continued our efforts on closing unprofitable branches throughout the year, however our transformation
program addressed this in one quick blow. As we have made all our sales offices virtual, we have
removed ourselves from having to have a physical office presence. Henceforth, we are now able to have
representation anywhere within the country.
EXPENSES
Administrative expenses have moderated downwards. This is due to the centralisation of many of the
groups function, closure of branches and warehouses and the natural attrition of our head count. Our
head count has reduced from 429 on 1st January 2017 to 285 on 30th June 2018. This was in part, due to
staff being unable to relocate during the centralisation exercise.
IMPAIRMENT LOSSES ON RECEIVABLES
We have taken a prudent approach and have provided an impairment of RM28.5 million on our receivables
in 2018.
looking forward
The construction industry with its pervasive multiplier effect will remain one of the major growth drivers for
the country.
We foresee that apart from the continued backing of mega projects, the Government will focus effort
on fulfilling its promise of providing affordable housing. For this, we have our new business development
team and a refreshed range of products and solutions in place, ready to tackle these upcoming projects.
2019 will still be challenging for the construction market. The growth will still be underpinned by the civil
engineering sub sector and news of the continuing of the MRT2 and other mega projects will augur well
for the market. As explained at the start, most of this supply are drawn directly from the manufacturers. We
will still have to rely on the projects resulting from these mega projects to cascade down
As such, there is a need for Ipmuda to diversify and to find additional income streams to supplement its
trading income. Taking advantage of this subdued market, we are poised to :
“Reorganise Our Way to Performance”.
(1) Changing our Business Model and Sales Mix

(2) Regionalisation
(3) Development
(4) Human Resource
We are changing our business model from being just a run-of-the-mill “Trading House” that provide materials
to an organisation that strives to be a “Solutions Provider”. Apart from focusing on directly delivery, we will
also be focusing on biasing our sales mix towards finishing products as this will allow us to increase the
range of products and solutions.
We have begun actively sourcing products and solutions regionally for our customers as well as looking
for expansion of our business regionally. Marketing and sourcing teams have been organised to scour
the region for supply as well as business.
We have earmarked some of our non-core properties for development. These developments will draw its
supply of materials and finishing products from the Group.
ANNUAL REPORT 2016 13
A N N U A L R E P O R T 2 0 1 8 23
Operations
Structure Management Discussion
and Analysis
[cont’d]
Through reorganisation we will be able to manage with our existing support staff headcount. We are
however actively seeking to increase our salesforce numbers. There will be marked improvement in our
salesforce to support headcount ratio.
In early 2018, we embarked on a transformation journey that has seen us examine our processes, structure
and business model. We are already halfway through the first phase of the transformation programme and
looking back, although laborious and painful, this journey is a necessity to ensure a sustainable future.
TRADING GENERAL BUILDING PRODUCTS INVESTMENT HOLDING
Ipmuda Berhad Glorious Future Sdn Bhd

Ipmuda Utara Sdn Bhd Toriki Metal Engineering Sdn Bhd
Ipmuda Selatan Sdn Bhd Eager Vest Sdn Bhd
Ipmuda Timuran Sdn Bhd Modular Equity Sdn Bhd
Ipmuda Borneo Sdn Bhd Armor Master Sdn Bhd
Ipmuda Mulu Sdn Bhd Victory Rally Sdn Bhd
Ipmuda Buildermart Sdn Bhd Better Living Grand Sdn Bhd
Roset-BLG Sdn Bhd
TRADING SPECIALTY PRODUCTS

HOME IMPROVEMENT
Ipmuda Tiles & Sanitarywares Sdn Bhd

Ipmuda Architectural Products Sdn Bhd Roset Interiors Sdn Bhd
Ipmuda Edar Sdn Bhd
Global Allied Sdn Bhd
SPECIALIST CONTRACTING
WAREHOUSING Johnson Pacific Pte Ltd

Control Instruments (M) Sdn Bhd
Homemart Distribution Centre Sdn Bhd
PROPERTY DEVELOPMENT
Ipmuda Properties Sdn Bhd
Organisational Structure
24 A N N U A L R E P O R T 2 0 1 8
Corporate Governance
Overview Statement
The Board of Directors (Board) of Ipmuda Berhad (the Company) fully support the principles and best
practices as set out in the Malaysian Code on Corporate Governance 2017 (MCCG 2017), launched on
26 April 2017, which the Company will endeavour to adopt in making good corporate governance an
integral part of its business dealings and culture.

This Corporate Governance Overview Statement (CG Statement) provides a summary of the corporate
governance practices of the Company during the financial period ended 30 June 2018 (FPE 2018) up till
the date of the CG Statement with reference to the three (3) key Principles of good corporate practices
as set out in the MCCG 2017 as follows:
(a) Principle A: Board Leadership and Effectiveness;

(b) Principle B: Effective Audit And Risk Management; and
(c) Principle C: Integrity in Corporate Reporting and Meaningful Relationship with Stakeholders.
This CG Statement is prepared in compliance with the Main Market Listing Requirements of Bursa Malaysia
Securities Berhad (Bursa Securities) and it is to be read together with the Company’s Corporate Governance
Report (CG Report) for FPE 2018 which is available on Bursa Securities website at www.bursamalaysia .com
and also the Company’s website at www.ipmuda.com.my. The CG Report provides the details on how
the Company has applied each Practice as set out in the MCCG 2017 during the period under review.
PRINCIPAL A: BOARD LEADERSHIP AND EFFECTIVENESS
1. Board Responsibilities
Board of Directors
The Board is responsible for the leadership, oversight and the long-term success of the Group. The
Board fully understands their collective responsibilities in guiding the business activities of the Group in
reaching an optimum balance of a sound and sustainable business operation in order to safeguard
shareholders’ value.
In discharging its fiduciary duties and leadership functions, it is imperative for the Board to govern
and set the strategic direction of the Company while exercising oversight on management. To
ensure the effective discharge of its function and duties in the best interest of the Company, the key
responsibilities of the Board include the following specific areas:
• Reviewing and adopting the overall strategic plans and programmes for the Company and
Group
• Overseeing and evaluating the conduct of business of the Company and Group whether the
business is being properly managed and sustained
• Identifying principal business risks faced by the Company and Group and ensuring the
implementation of appropriate internal controls and mitigating measures to address such risks
• Reviewing the adequacy and the integrity of the management information and internal control
systems of the Company and Group including systems for compliance with applicable laws,
regulations, rules, directives and guidelines;
• Ensuring that all candidates appointed to senior management positions are sufficient caliber,
including having in place a process to provide for the orderly succession of senior personnel
and members of the Board;
• Promote better investor relations and shareholders’ communications.
A N N U A L R E P O R T 2 0 1 8 25
Overview Statement
[cont’d]
PRINCIPAL A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D)
1. Board Responsibilities (Cont’d)
Board Charter and Code of Conduct and Ethics for Directors
As part of the governance process, the Board has formalised and adopted a Board Charter which
sets out a list of specific functions that are reserved for the Board. The Board Charter is the primary
document that elaborates on the fiduciary and leadership functions of the Directors. The Board
Charter addresses the following matters:
i. Board Membership, which includes composition, appointments and re-election and

independence of Directors;
ii. Role of the Board, which includes duties and responsibilities and matters reserved for the Board;
iii. Role of Chairman, Managing Director/Chief Executive Officer;
iv. Board Committees and Board Meetings;
v. Financial Reporting;
vi. Directors’ Remuneration;
vii. Directors’ Training and Continuing Education;
viii. Company Secretary;
ix. Investor Relations and Shareholders’ Communication;
x. Access to Information and Independent Advice; and
xi. Directors’ Code of Conduct and Ethics.
The formal schedule of matters reserved for the Board is set out in Section 3.2(b) of the Board Charter
whilst the Code of Conduct and Ethics for Directors (“the Code”) which is incorporated in the Board
Charter formalizes the standard of ethical values and behaviour that is expected of its Directors at
all times. The Code is set out in Section 7 of the Board Charter.
The current Board Charter approved in 2012 is available for reference at the Company’s website at
www.ipmuda.com.my. The Board Charter is reviewed from time to time to ensure its relevance and
compliance.
The Board reserves certain powers for itself and delegates other matters to Dato’ Sim Choo Thiam,
the Managing Director (MD), who was appointed on 25 January 2018 to replace David Chua Soon
Li, the former Chief Executive Officer (CEO), a non-Board member, who resigned on 30 January 2018.
The schedule of matters reserved for the Board’s decision includes key strategic, financial, operational,
compliance and governance issues as well as acquisition/disposal of assets, subject to regulatory
requirements.
The Board’s oversight on management is by delegating day-to-day management of the Group to the
MD. This delegation structure is further cascaded by the MD to the Senior Management Team. The
MD and Senior Management remain accountable to the Board for the authority being delegated
via a Senior Management Committee (SMC) which was established on 02 April 2018.
The various powers delegated to the Senior Management Team of the Company is based on the
Company’s Discretionary Authority Limit, which is also subject to periodic review based on changes
in organisation structure and business requirements for efficient decision making.
The SMC comprises the MD as Chairman and Ipmuda’s senior management team. The SMC meets
every fortnightly to review and monitor the performances of the Group’s operating divisions, review
shared initiatives and update the operational policies. The Board also keeps itself abreast of the
operational progress and/or issues and the mitigation plans through the tabling of the minutes of
the SMC Meetings at the quarterly Board meetings or at such earlier time as may be required from
time to time.
26 A N N U A L R E P O R T 2 0 1 8
Overview Statement
[cont’d]
Separation of the Position of Chairman and the MD
The roles of the Executive Chairman and MD of the Company are separate with clear division of
responsibilities between them to ensure balance of power and authority:
i. The Executive Chairman, Tan Sri Abu Sahid bin Mohamed, helms by providing leadership and
guidance to the Board in meeting corporate goals and manages the processes in ensuring
the Board discharges of its duties. He encourages a healthy debate on issues raised at Board
Meetings, and gives opportunity to Directors who wish to speak on motions, either for or against
them. He also ensures a smooth, open and constructive dialogue between the Board and the
Company’s shareholders.
ii. The MD has the overall responsibility for the day-to-day management of the Group’s business
and operations and implementation of the Board’s policies and decisions. He is responsible to
ensure due execution of strategic goals, effective operations within the Group, and to explain,
clarify and inform the Board on key matters pertaining to the Group. By virtue of his position as
a Board member, he also acts as the intermediary between the Board and Management.
The presence of the four (4) Independent Non-Executive Directors (INEDs) are not involved in the
day-to-day management of the Group but contribute their particular expertise and experience in
assisting the development of business strategy of the Group and to make insightful contribution to
the Board’s deliberations to ensure that the interest of all shareholders and general public are given
due consideration in the decision-making process. They also assist and ensure the Board adopts a
good corporate governance practice within the Group.
Details of the roles and responsibilities of the Executive Chairman and the MD are spelt out in the
Board Charter.
Company Secretary
The Company Secretary is qualified to hold the position under Section 235(2)(a) of the Companies
Act 2016 and is a member of the Malaysian Institute of Chartered Secretaries and Administrators.
The Directors have unlimited direct access to the advice and services of the Company Secretary as
well as access to all information within the Company and Group whether as a full board or in their
individual capacity.
The roles and responsibilities of the Company Secretary amongst others are as follows:
i. attend and ensure that all meetings are properly convened and ensure that the deliberations at
the meetings which include pertinent issues, substance of inquiries and responses, suggestions
and proposals are duly captured, recorded and minuted and the resolutions passed are
recorded properly and accurately and kept in the statutory books at the registered office of
the Company. Matters that required the necessary actions are communicated to the relevant
Management personnel. Also responsible for:
• facilitating Director’s induction and assisting in Directors’ training and development;

• monitoring corporate governance developments and advising the Board on all corporate
governance obligations and development in best practices;
• managing processes for shareholders’ meeting; and
• communicating with shareholders as appropriate.
ii. update and advise the Board on Board procedures and ensure that the applicable rules
and regulations for the conduct of the affairs of the Board are complied with and all matters
associated with the maintenance of the Board or otherwise required for its efficient operation.
A N N U A L R E P O R T 2 0 1 8 27
Overview Statement
[cont’d]
Company Secretary (Cont’d)
iii. ensure proper upkeep of statutory registers and records of the Company and Group.
iv. provides support to the Chairman to ensure the effective functioning of the Board and assist
the Chairman in preparation of conduct of meetings.
v. act as Secretary for all Board Committee Meetings and Senior Management Committee Meeting.
vi. advise and remind the Board and Senior Management on compliance of statutory and
regulatory requirements; and
vii. update and brief the Board on changes and/or new statutory and regulatory requirements.
In order to discharge the Company Secretary’s role effectively, the Company Secretary has been
continuously attending the necessary training programmes and conferences so as to keep herself
abreast with the latest developments in corporate governance realm and changes in regulatory
requirements that are relevant to her profession and enabling her to provide the necessary advisory
role to the Board.
Board Meeting and Meeting Materials
In order to discharge their responsibilities effectively, the Board meets regularly on a quarterly basis.
Additional or special Board meetings may be convened as and when necessary to consider
and deliberate on any urgent proposals or matters that require the Board’s expeditious review or
consideration. Such meetings will enable the Board members to effectively assess the viability of the
business and corporate proposals and the principal risks that may have significant impact on the
Group’s business or on its financial position and the mitigating factors. All Board approvals sought
are supported with all the relevant information and explanations required for an informed decision
to be made.
In the intervals between Board meetings, any matters requiring urgent Board decisions or approvals
will be sought via circular resolutions of the Directors and these are supported with all the relevant
information and explanations required for an informed decision to be made.
Prior to the Board Meetings, the Directors will be provided with the relevant agenda and Board
papers one week giving sufficient notice to the Board to enable them to have an overview of
matters to be discussed or reviewed at the meetings and to seek further clarifications, if any. The
Board papers provide, among others, the minutes of preceding meetings of the Board, summary of
dealings in shares by the directors or affected persons and directors’ circular resolutions, reports on
the Group’s financial statements, operations, any relevant corporate developments and proposals. As
for Committee Meetings, the Board committee members will be provided with the relevant agenda
and Committee meeting papers as per the terms of reference of the respective Board Committees.
Further, there is a schedule of matters reserved for Board’s deliberations and decision, including among
others, to review, evaluate, adopt and approve the policies and strategic plans for the Company and
the Group. The Board will ensure that the strategic plans of the Company and the Group supports
long term value creation, including strategies on economic, environmental and social considerations
underpinning sustainability as well as to review, evaluate and approve any material acquisitions and
disposals of undertakings and assets in the Group and any new major ventures.
28 A N N U A L R E P O R T 2 0 1 8
Overview Statement
[cont’d]
Board Meeting and Meeting Materials (Cont’d)
The Chairman of the Board Committees is responsible for informing the Board at the Board Meetings
of any salient matters noted by the Committees and which may require the Board’s direction.
As the Group’s quarterly results is one of the regular scheduled matters which are tabled to the Board
for approval at the quarterly Board meetings, the notices on the closed periods for dealings in the
securities of the Company are circulated to all Directors and principal officer who are deemed to
be privy to any sensitive information and knowledge in advance of whenever the closed period is
applicable based on the targeted date of announcement of the quarterly results of the Group.
Access to information and advice
The Directors have unrestricted access to the advice and services of the Company Secretary and
Senior Management staff in the Group to assist them in carrying out their duties.The Directors, whether
as a full Board or in their individual capacity, may seek independent professional advice at the
Company’s expense on specific issues and gain access to relevant information whenever required
to enable the Directors to discharge their duties more effectively.
Board Committees
The Board is assisted by its Committees, which have been established under defined Terms of
Reference, in accordance with the Main Market Listing Requirements and best practices prescribed
by the MCCG 2017 to assist the Board in discharging its responsibilities.The Committees are as follows:
– Audit Committee (“AC”);

– Nomination Committee (“NC”),;
– Remuneration Committee (RC”); and
– Risk Management Committee (“RMC”).
The Board Committees examine specific issues and the Chairman of the respective Board Committees
report to the Board on proceedings and outcome of the Board Committee meetings, together with
their recommendations, while the ultimate responsibility for decision making lies with the Board.
Time Commitment
The Board requires its members to devote sufficient time to the workings of the Board, to effectively
discharge their duties as Directors of the Company and to use their best endeavours to attend
meetings.
The Board meets every quarter, with the meeting scheduled well in advance before the commencement
of the calendar year to facilitate the Directors in managing their meeting plans. Additional meetings,
including special meetings are convened whenever necessary.
A N N U A L R E P O R T 2 0 1 8 29
Overview Statement
[cont’d]
Time Commitment (Cont’d)
A total of eight (8) Board Meetings were held during the financial period ended 30 June 2018. Details
of attendance by the Directors are as follows:
No. of meetings held No. of

Directors
during appointment meetings attended
Tan Sri Abu Sahid bin Mohamed 8 6
Dato’ Maarof bin H.A. Rahman 8 8
Dato’ Ahmad Bakri bin Shabdin 8 8
Dato’ Sim Choo Thiam
2 2
(Appointed on 25 January 2018)
Datuk David Rashid bin Ghazalli
2 2
Puan Nazariah binti Ibrahim
Not Applicable Not Applicable
(Appointed on 28 September 2018 )
Dato’ Mohd Azmi bin Mohd Amin
1/1 1/1
(Resigned on 27 March 2017)
Dato’ Yap Wee Leong
6 6
(Resigned on 25 January 2018)
Encik Mohd Faiq bin Abu Sahid
6 5
Dato’ Abu Talib bin Mohamed
8 4
(Resigned on 28 September 2018)
All the Directors holding office at the end of the financial period ended 30 June 2018 have
complied with the minimum attendance at Board meetings as stipulated by the Main Market Listing
Requirements of Bursa Malaysia Securities Berhad.
The dates of Board and board committee meetings as well as annual general meeting (AGM) are
scheduled before the beginning of each year. To assist Directors in planning their attendance, the
Company Secretary consults every Director before fixing the dates of these meetings.The Board meets
at least four times a year. Ad hoc meetings are also convened to deliberate on urgent substantive
matters.
Time Commitment of Accepting New Directorships
Directors are expected to have such expertise so as to qualify them to make a positive contribution
to the Board’s performance of its duties and to give sufficient time and attention to the affairs of
the Group. Any Director shall notify the Chairman before accepting any new directorship and the
notification shall include the indication of time that will be spent on the new appointment. The
aforesaid is set out in the approved Board Charter.
Directors’ commitment, resources and time allocated to the Company are evident from the attendance
record, where no Director was absent for more than 50% of the total Board Meetings held during
the financial period ended 30 June 2018, complying with Para 15.05 of the Main Market Listing
Requirements of Bursa Malaysia Securities Berhad.
In addition, for the financial period ended 30 June 2018, none of the Directors serve as a director on
other public listed companies in Bursa Malaysia Securities Berhad.
30 A N N U A L R E P O R T 2 0 1 8
Overview Statement
[cont’d]
Sustainability of Business
The Board recognises the importance of business sustainability and is committed to deliver long term
sustainable values to the stakeholders of the Group.The Group’s workplace, marketplace, community,
environment, social, cultural and governance aspects of business operations are an integral part of
the Company’s social obligation in conducting its business.
The Sustainability Statement is set out in pages 16 to 18 of the Annual Report.
Code of Conduct
In addition to the Code of Conduct and Ethics for Directors, the Group has also in place a Code
of Conduct and Ethics covering the general employment terms and conditions, compensation
and benefits, proprietary information, conflict of interest, indulging in private businesses and sexual
harassment to ensure all employees maintain and uphold a high standard of ethical and professional
conduct in the course of performance of their duties and responsibilities. This Code is embedded in
the Company’s Human Resources Handbook.
Whistleblowing
The Board is of the view that there is no necessity to establish a separate whistleblowing policy at this
point of time in light of the Whistle-blower Protection Act which came into effect in 2010 previously.
However, the Board will consider the relevant initiatives with the aim to provide an avenue for raising
concerns related to possible breach of business conduct, non-compliance of laws and regulatory
requirements as well as other malpractices.
The Board will consider and look into formulating policies and procedures on whistleblowing.
2. Board Composition and Balance
The Board currently has six (6) members, comprising one (1) Executive Chairman, one (1) Managing
Director with four (4) of the Directors being Independent Non-Executive Directors.The composition of
the Board complies with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad
which requires a minimum of two (2) directors or one-third (1/3) of the Board, whichever is higher,
to be independent directors and the MCCG 2017 where the Board has the majority presence of
independent directors.
Together, the Board has a good mix of business, corporate finance, accounting, administration and
experience to lead and control the Group. A brief profile of each Director is presented on pages 9
to 12 of the Annual Report.
The Board composition and size have been assessed by the Board through the Nomination Committee
and the Board believes that the current size and composition of the Board is adequate for facilitating
effective and objective decision making given the scope and nature of the Group’s business and
operations.
Subsequent to the FPE2018, Puan Nazariah binti Ibrahim was appointed an Independent Non-
Executive Director on 28 September 2018. The Independent Directors make up more than one-third
of the Board membership.
The presence of a majority of Independent Non-Executive Directors will serve to bring objective,
unbiased and independent views, advice and judgment to the decision making of the Board and
provide the necessary checks and balances to ensure that the interests of all shareholders and the
general public are given due consideration in the decision-making process.
A N N U A L R E P O R T 2 0 1 8 31
Overview Statement
[cont’d]
2. Board Composition and Balance (Cont’d)
The composition and size of the Board are reviewed from time to time to ensure appropriateness.The
Nomination Committee examines the size and composition of the Board with a view of determining
the impact of the number upon effectiveness and makes recommendations to the Board on what
it considers an appropriate size and composition for the Board.
Board Diversity
The Board is supportive of gender diversity on the Board and in senior management team. The
appointment of Puan Nazariah binti Ibrahim as Independent Non-Executive Director on 28 September
2018 is a testament of the Company’s support for gender diversity.
Whilst acknowledging the recommendation of the MCCG 2017 on gender diversity, the Board is
of the collective opinion that there is no necessity to adopt a formal gender diversity policy as the
Group is committed to provide fair and equal opportunities and nurturing diversity within the Group.
The Nomination Committee and the Board will consider gender diversity as part of its future selection
process and will look into increasing female board representation going forward.
The Board has always placed gender diversity as an agenda in strengthening the performance of
its Board and Board Committees.The Board is of the view that while it is important to promote gender
diversity, the normal selection criteria of a Director, based on effective blend of competencies, skills,
extensive experience and knowledge in areas identified by the Board, should remain a priority so as
not to compromise on qualification, experience and capabilities.
Nomination Committee
The Nomination Committee at the date of this CG Statement comprises three (3) Independent Non-
Executive Directors. The Members of the Nomination Committee are:
Dato’ Maarof bin H.A. Rahman – Chairman, Senior Independent Non-Executive Director
Dato’ Ahmad Bakri bin Shabdin – Member, Independent Non-Executive Director
Puan Nazariah binti Ibrahim – Member, Independent Non-Executive Director
(Appointed on 28 September 2018)
Dato’ Abu Talib bin Mohamed – Member, Non-Independent Non-Executive Director
The Nomination Committee met two times during the financial period.
The Committee is responsible for amongst others the following:
1. recommend candidates for appointments to our Board.The final decision for any appointment
remains the responsibility of the Board after considering the Committee’s recommendations.
2. conduct annual review of the structure, size and composition of the Board (including skills,
knowledge, experience and gender diversity) and the overall effectiveness of the Board on
an on-going basis and those Directors who are due for re-election/re-appointment at the
Company’s Annual General Meeting.
3. review and assess the independence of the Independent Directors annually, term of office and to
submit their relevant recommendation to the Board for the ultimate decision and endorsement.
Among the criteria considered for independency includes ability to exercise independent
comments, judgement and contribution constructively at all times for an effective Board.
32 A N N U A L R E P O R T 2 0 1 8
Overview Statement
[cont’d]
Nomination Committee (Cont’d)
Appointment to the Board and Re-election of Directors
The Board delegates to the Nomination Committee the responsibility of recommending the
appointment of any new Director.
The process for the appointment of a new director is summarised in the sequence as follows:
1. The candidate is identified upon the recommendation by the existing Directors, Senior
Management staff, shareholders and/or other consultants;
2. In evaluating the suitability of candidates to the Board, the Nomination Committee considers,
inter-alia, the competency, expertise and experience, commitment, contribution and integrity
of the candidates, and in the case of candidates proposed for appointment as Independent
Non-Executive Directors, the candidate’s independence.
3. Recommendation to be made by Nomination Committee to the Board, if the proposed
candidate is found to be suitable. This also includes recommendation for appointment as a
member of the various Board Committees, where necessary; and
4. Final decision to be made by the Board on the proposed new appointment, including
appointment to the various Board committees.
There were new appointment of directors i.e. Dato’ Sim Choo Thiam and Datuk David Rashid bin
Ghazalli and Puan Nazariah binti Ibrahim for the financial period under review.
The Company’s Articles of Association stipulate that newly appointed Directors shall hold office until
the next Annual General Meeting and shall then be eligible for re-election by shareholders and that
at least one third or the number nearest to one third of the Directors are required to retire by rotation
at every Annual General Meeting and be subject to re-election by shareholders. Dato’ Sim Choo
Thiam and Datuk David Rashid bin Ghazalli and Puan Nazariah binti Ibrahim have offered themselves
for re-election.
At the Company’s forthcoming 43rd Annual General Meeting, the Directors of the Company who
will be retiring by rotation pursuant to Article 101 of the Company’s Articles of Association is Dato’
Maarof bin H.A. Rahman. He has offered himself for re-election.
The Nomination Committee has assessed the performances of all the above Directors due for
re-election and re-appointment having regard to the individual’s experience, contributions and
performance and has made recommendation to the Board for their re-election and re-appointment to
be tabled for shareholders’ approval at the forthcoming 43rd Annual General Meeting.The Board has
endorsed the Nomination Committee’s recommendations.To assist the shareholders in their decision,
sufficient information such as personal profile, attendance of meetings and the shareholdings of the
Directors standing for re-election and re-appointment have been disclosed in this Annual Report.
Annual Assessment
The Nomination Committee reviews annually, the effectiveness of the Board and Board Committees
as well as the performance of individual Directors. The evaluation involves individual Directors and
Committee members completing separate evaluation questionnaires regarding the processes of
the Board and its Committees, their effectiveness and where improvements could be considered.
These assessments and comments were discussed at the Nomination Committee meeting which
were then reported by the Nomination Committee Chairman to the Board at the Board Meeting
held thereafter.
A N N U A L R E P O R T 2 0 1 8 33
Overview Statement
[cont’d]
Nomination Committee (Cont’d)
Annual Assessment (Cont’d)

The Nomination Committee during the financial year has reviewed and assessed the mix of skills,
expertise and composition, size and experience of the Board, the performance and contribution of
each individual Director, reviewed the performance of the Audit Committee and its members and
the overall effectiveness of the Board and the Board Committees. Among the criteria considered
for independency includes ability to exercise independent comments, judgment, and contribution
constructively at all times for an effective Board.
The Nomination Committee had also assessed and recommended to the Board the retirement of
Directors eligible for re-election and re-appointment having regard to the individual’s experience,
contributions and performance.
The Nomination Committee had also assessed the Independence of Dato’ Ahmad Bakri bin Shabdin
and Dato’ Maarof bin H.A. Rahman who each has served as an Independent Non-Executive Director
of the Company for a cumulative term of more than 12 years, and has recommended to the Board
to retain them as Independent Non-Executive Directors of the Company based on the following
justifications:
(i) Both of them fulfil the criteria of an Independent Director pursuant to the Main Market Listing
Requirements of Bursa Malaysia Securities Berhad and is able to bring independent and
objective judgement to the Board;
(ii) Both of them are familiar with the Company’s business operations with their years of experience
in the Company, thus enabling them to contribute actively and effectively during deliberations
or discussions at the Board Meetings.
(iii) Their length of service on the Board do not in any way interfere with their exercise of independent
judgement. They have remained objective and independent in expressing their views and
participating in deliberations and decision-making of the Board and Board Committees.
(iv) They have devoted sufficient time and commitment to discharge their responsibilities as
Independent Non-Executive Directors.
(v) Both of them have exercised due care and diligence during their tenure as an Independent
Director of the Company and carried out their duties in the interest of the Company and
shareholders.
Hence, the Nomination Committee was of the opinion that the Board size and its composition
are adequate and all Directors had discharged their responsibilities in a commendable manner
and contributed to the overall effectiveness of the Board during the financial period and that the
requirements set out under Paragraph 2.20A of the Main Market Listing Requirements of Bursa
Malaysia Securities Berhad have been met based on the assessments done.
Based on the above activities undertaken by the Nomination Committee during the financial period
ended 30 June 2018, the Board considers that its Nomination Committee has discharged its duties
as required under Paragraph 15.08A(3) of the Main Market Listing Requirements of Bursa Malaysia
Securities Berhad.
34 A N N U A L R E P O R T 2 0 1 8
Overview Statement
[cont’d]
Tenure of Independent Directors
The Company does not have term limits for Independent Directors as the Board believes there
are significant advantages to be gained from the long-serving Directors who possess tremendous
insight and in-depth knowledge of the Company’s business and affairs coupled with their calibre,
qualifications, experience and personal qualities.
Practice 4.2 of the MCCG 2017 states that the tenure of an independent director should not exceed
a cumulative term of nine (9) years. Nonetheless, Practice 4.2 also states that the Board should justify
and seek annual shareholders’ approval if the Board intends to retain an independent director
beyond nine years. If the Board continues to retain the independent director after the twelfth year,
the Board should seek annual shareholders’ approval through a two-tier voting process.
Under the 2-tier voting process, shareholders’ votes will be cast in the following manner whereby the
resolution is deemed successful if both Tier 1 and Tier 2 votes support the resolution:-
• Tier 1: Only the *Large Shareholders of the Company vote; and
• Tier 2: Shareholders other than *Large Shareholders vote.
* Large Shareholders means a person who:
– is entitled to exercise, or control the exercise of, not less than 33% of the voting shares
in the Company;
– is the largest shareholder of voting shares in the Company;
– has the power to appoint or cause to be appointed a majority of the Directors of
the Company;
– has the power to make or cause to be made, decisions in respect of the business
or administration of the Company, and to give effect to such decisions or cause
them to be given effect to.
Notwithstanding that the following 2 Independent Non-Executive Directors tenure of service on the
Board have exceeded a cumulative term of more than twelve (12) years:
i. Dato’ Ahmad Bakri bin Shabdin – Appointed on 16 December 1999; and

ii. Dato’ Maarof bin H.A. Rahman – Appointed on 02 July 2001,
the Board has via the Nomination Committee assessed the independence of the 2 Independent
Non-Executive Directors and recommended to retain them as Independent Non-Executive Directors
of the Company based on the justifications mentioned above.
Dato’Ahmad Bakri bin Shabdin and Dato’ Maarof bin H.A. Rahman would abstain from any deliberation
or voting pertaining to his own independence at Board level.
In consideration of the above, the Board has recommended to seek the shareholders’ approval
through a two-tier voting process at the forthcoming 43rd Annual General Meeting (“AGM”) to retain
Dato’ Ahmad Bakri bin Shabdin and Dato’ Maarof bin H.A. Rahman as Independent Non-Executive
Directors of the Company.
A N N U A L R E P O R T 2 0 1 8 35
Overview Statement
[cont’d]
Directors’ Training
All Directors had attended the Mandatory Accreditation Programme (MAP) as required by Bursa
Malaysia Securities Berhad. Dato’ Sim Choo Thiam and Datuk David Rashid bin Ghazalli, appointed
on 25 January 2018, had completed their MAP on 09 to 10 April 2018 save for Puan Nazariah binti
Ibrahim who was appointed on 28 September 2018. The Nomination Committee will also assess the
training needs of the Directors from time to time to ensure the Directors are equipped with relevant
knowledge and skills to discharge their duties more effectively.
During the financial period ended 30 June 2018, all the Directors have attended training programmes
conducted in-house as mentioned below. They will continue to attend further training programmes
from time to time to keep abreast with the relevant changes and development in laws and regulations
as well as business development.The Board is updated by the Company Secretary on latest update/
amendments to the Main Market Listing Requirements and other regulatory requirements relating to
the discharge of the Directors’ duties and responsibilities.
Director Title
Tan Sri Abu Sahid bin Mohamed Enterprise Risk Management Awareness by
Institute of Enterprise Risk Practitioners
Dato’ Ahmad Bakri bin Shabdin Enterprise Risk Management Awareness by
Dato’ Maarof bin H.A. Rahman Enterprise Risk Management Awareness by
Dato’ Sim Choo Thiam
Completed MAP
Datuk David Rashid bin Ghazalli
Completed MAP
Puan Nazariah binti Ibrahim
Not Applicable
Dato’ Yap Wee Leong Enterprise Risk Management Awareness by
(Resigned on 25 January 2018) Institute of Enterprise Risk Practitioners
Encik Mohd Faiq bin Abu Sahid Enterprise Risk Management Awareness by
(Resigned on 25 January 2018) Institute of Enterprise Risk Practitioners
Dato’ Abu Talib bin Mohamed Enterprise Risk Management Awareness by
(Resigned on 28 September 2018) Institute of Enterprise Risk Practitioners
Dato’ Mohd Azmi bin Mohd Amin
Not Applicable
(Resigned on 27 March 2017)
36 A N N U A L R E P O R T 2 0 1 8
Overview Statement
[cont’d]
3. Remuneration
Remuneration Committee
The Remuneration Committee comprises three (3) Independent Non-Executive Directors. Members
of the Remuneration Committee are:
Dato’ Ahmad Bakri bin Shabdin – Chairman, Independent Non-Executive Director

Dato’ Maarof bin H.A. Rahman – Member, Senior Independent Non-Executive Director
Puan Nazariah binti Ibrahim – Member, Independent Non-Executive Director
Encik Mohd Faiq bin Abu Sahid – Member, Non-Independent Non-Executive Director
The Committee is responsible for making recommendations on the remuneration of Executive Directors
and Senior Management. The remuneration package will generally be structured according to the
skills, experience and performance of the Executive Directors to ensure the Group attracts and retains
the Directors needed to run the Group successfully. The determination of remuneration packages of
Non-Executive Directors is the responsibility of the Board as a whole. The remuneration package for
the Non-Executive Directors will depend on their contribution to the Group in terms of their knowledge
and experience. The Board recommends the Directors’ fees payable to Non-Executive Directors on a
yearly basis to the shareholders for approval at the Annual General Meeting.
The Remuneration Committee met once during the financial period.
The details on the Directors remuneration paid or payable made available from the Company and
its subsidiary companies for the financial period ended 30 June 2018 were as follows:
(a) Details of the Directors’ remuneration paid or payable for the financial period ended 30 June
2018 are as follows:
Salaries Defined
Directors’ and Other Contribution Benefits
Name of Fees Emoluments Plan in-kind Total
Director RM RM RM RM RM
Executive
Directors
Tan Sri Abu Sahid – 1,520,000 273,600 – 1,793,600
bin Mohamed
(Executive Chairman)
Dato’ Sim Choo Thiam – 498,065 59,768 – 557,833
(Managing Director)
(Appointed on
25 January 2018)
A N N U A L R E P O R T 2 0 1 8 37
Overview Statement
[cont’d]
3. Remuneration (Cont’d)
Remuneration Committee (Cont’d)
(a) Details of the Directors’ remuneration paid or payable for the financial period ended 30 June
2018 are as follows: (Cont’d)
Directors’ Meeting
Name of Fees Allowances Total
Director RM RM RM
Non-Executive Directors
Dato’ Ahmad Bakri bin Shabdin RM49,500 RM15,000 RM64,500
(Independent Non-Executive Director)
Dato’ Maarof bin H.A. Rahman RM39,600 RM15,000 RM54,600
(Senior Independent Non-Executive Director)
Datuk David Rashid bin Ghazalli RM12,000 RM2,000 RM14,000
(Independent Non-Executive Director)
(Appointed on 25.01.2018)
Dato’ Mohd Azmi bin Mohd Amin RM4,690 RM1,000 RM5,690
(Resigned on 27.03.2017)
Dato’ Yap Wee Leong RM21,080 RM6,000 RM27,080
(Non-Independent Non-Executive Director)
Mohd Faiq bin Abu Sahid RM21,080 RM5,000 RM26,080
(Non-Independent Non-Executive Director)
Dato’ Abu Talib bin Mohamed RM59,400 RM7,000 RM66,700
(Deputy Chairman)
Puan Nazariah binti Ibrahim Not Not Not
(Independent Non-Executive Director) Applicable Applicable Applicable
(Appointed on 28.09.2018)
38 A N N U A L R E P O R T 2 0 1 8
Overview Statement
[cont’d]
3. Remuneration (Cont’d)
Remuneration Committee (Cont’d)
(b) Remuneration of Senior Management
For the financial period ended 30 June 2018, the aggregate total remuneration paid to the
top five (5) Key Senior Management personnel, who are not Directors of the Company, which
comprises the current Chief Operating Officer (COO), Chief Financial Officer (CFO) and Chief
Corporate Services (CCS) and also the previous Chief Executive Officer (who resigned on 30
January 2018) and the re-designation of the previous Chief Financial Officer to Senior Vice
President - Accounts on 01 March 2018 and Director-Sales & Marketing to Senior Vice President
- Sales on 11 April 2018 are as follows:
Defined
Salaries and Contribution Benefits
Fee Other Emoluments Plan in-kind Total
Incurred RM RM RM RM
Senior 1,668,135 200,192 18,878 1,887,205
Management
The MCCG 2017 has recommended that the Company should disclose on a named basis, the
detailed remuneration of the top five (5) Key Senior Management. The Board has considered
and is of the opinion that the disclosure on the remuneration of the Key Senior Management is
not on a named basis as it is imperative for the Company to maintain employees’ remuneration
private and confidential to avoid unhealthy comparison which might lead to discontentment
among employees and an unharmonious working environment.
PRINCIPAL B: EFFECTIVE AUDIT AND RISK MANAGEMENT
1. Audit Committee
The Audit Committee (guided by its Terms of Reference [TOR]) assists the Board to review the adequacy
and integrity of the Group’s financial administration and reporting and internal control.
The AC as at the date of this CG Statement comprises three (3) members, all of whom are Independent
Non-Executive Directors. The members of AC are as follows:
Dato’ Ahmad Bakri bin Shabdin (Chairman – Independent Non-Executive Director)

Dato’ Maarof bin H.A. Rahman (Member – Senior Independent Non-Executive Director)
Puan Nazariah binti Ibrahim – (Member – Non-Independent Non-Executive Director)
Dato’ Abu Talib bin Mohamed (Member – Non-Independent Non-Executive Director)
The Chairman of AC is appointed by the Board and is not the Chairman of the Board.The composition,
authority as well as the duties and responsibilities of the AC are set out in its TOR approved by the
Board and is available on the Company’s website at www.ipmuda.com.my.
Collectively, the members of the AC possess a mix of skills, knowledge and experience and financial
literacy to enable them to discharge their duties and responsibilities pursuant to the TOR of the AC.
A N N U A L R E P O R T 2 0 1 8 39
Overview Statement
[cont’d]
PRINCIPAL B: EFFECTIVE AUDIT AND RISK MANAGEMENT (CONT’D)
1. Audit Committee (Cont’d)
Relationship with External Auditors
The Company maintains an appropriate and transparent relationship with the External Auditors in
seeking their professional advice and towards ensuring compliance with the accounting standards.
The Audit Committee met the External Auditors three times during the year under review without the
presence of management.This has allowed the Audit Committee and External Auditors to exchange
independent views on matters that require the Audit Committee’s attention.
The Audit Committee had undertaken an assessment on the suitability of the External Auditors via
assessment questionaires.The criteria for the External Auditors Assessment include quality of services,
sufficiency of resources, communication and interaction, independence, objectivity and professional
skepticism pursuant to the Company’s External Auditors Policy (EAP).The EAP has outlined has outlined
the guidelines and procedures for the assessment. The details of the EAP are available for reference
at the Company’s website at www.ipmuda.com.my.
To support the Audit Committee’s assessment of their independence, the External Auditors in their
Audit Review Memorandum had stated that they have continuously complied with the relevant ethical
requirements regarding independence throughout the audit of Ipmuda Berhad in accordance with
the International Federation of Accountants’ Code of Ethics for Professional Accountants and the
Malaysian Institute of Accountants’ By-Laws (On Professional Ethics, Conduct and Practice).
The External Auditors are not aware of any relationship between them and the Ipmuda Group that,
in their professional judgment, may reasonably be thought to impair their independence.
Hence based on the assessment on the suitability of the External Auditors by the Audit Committee,
the Board was satisfied with the External Auditors’ technical competency and audit independence
and approved the Audit Committee’s recommendation for shareholders’ approval to be sought at
the forthcoming 43rd Annual General Meeting on the re-appointment of Messrs Crowe Malaysia
(formerly Messrs Crowe Horwath) as External Auditors of the Company.
The amount of audit fees and non-audit fees paid or payable to the external Auditors for the financial
period ended 30 June 2018 were as follows:
Audit Fee Non-Audit Fee

Fee Incurred RM RM
The Company 210,200 7,000
The Group 646,318 7,000
Note:
* Inclusive of audit fees for two (2) Singapore subsidiaries.
The non-audit services rendered include review of the statement on risk management and internal
control.
The report of the Audit Committee for the financial period ended 30 June 2018 is set out on pages
42 to 45.
40 A N N U A L R E P O R T 2 0 1 8
Overview Statement
[cont’d]
PRINCIPAL B: EFFECTIVE AUDIT AND RISK MANAGEMENT (CONT’D)
2. Risk Management and Internal Control Framework
The Board is responsible for the Group’s risk management framework and system of internal control
and for reviewing their adequacy and integrity. Accordingly, the Directors are required to ensure
that an effective system of internal control, which provides reasonable assessment of effective and
efficient operations, internal financial controls and compliance with laws and regulations as well as
with internal procedures and guidelines are in place within the Group.
While acknowledging their responsibility for the system of internal control, the Directors are aware
that such a system is designed to manage rather than eliminate risks and therefore cannot provide
an absolute assurance against material misstatement or loss.
To assist the Board in maintaining a sound system of internal control for the purposes of safeguarding
the Company’s assets and the shareholders’ investments, the Group has in place, an adequately
resourced internal audit department. The activities of this department which reports regularly to the
AC provides the Board with much of the assurance it requires regarding the adequacy and integrity
of the system of internal control. As proper risk management is a significant component of a sound
system of internal control, the Group has also put in place risk management process to help the
Board in identifying, evaluating and managing risks. The implementation and maintenance of the
risk management process is carried out by the Risk Management Committee of the Group.

The Risk Management Committee currently comprises all Independent Directors as follows:
1. Datuk David Rashid bin Ghazalli – Chairman (Independent Non-Executive Director)

2. Dato’ Ahmad Bakri bin Shabin - Member (Independent Non-Executive Director)
3. Dato’ Maarof bin H.A.Rahman – Member (Senior Independent Non-Executive Director)
The details of the risk management and system of internal control of the Group are set out in the
Statement on Risk Management and Internal Control in this Annual Report.
PRINCIPAL C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH

STAKEHOLDERS
1. Communication with stakeholders
The Board recognizes the importance of being transparent and accountable to the Company’s
stakeholders and acknowledges the need for shareholders to be informed of all material business
matters affecting the Group. As such, the Board provides clear, comprehensive and timely information
to stakeholders via various disclosures and announcements, including the quarterly and annual
financial results which provide investors with up-to-date financial information of the Group. All the
announcements and other information about the Company are available on the Company’s website
which shareholders, investors and the public may access via www.ipmuda.com.my. In addition, the
Directors also facilitate engagement with shareholders through designated question and answer
sessions during the Company’s Annual General Meetings. The key matters discussed at the Annual
General Meeting are accessible for reference at the Company’s website at www.ipmuda.com.my.
While the Company endeavours to provide as much information as possible to its shareholders and
stakeholders, the Company is also wary of the legal and regulatory framework governing the release
of material and price-sensitive information.
Dato’ Maarof bin H.A. Rahman is the Senior Independent Non-Executive Director to whom minority
shareholders’ concern may be conveyed.
A N N U A L R E P O R T 2 0 1 8 41
Overview Statement
[cont’d]
PRINCIPAL C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH

STAKEHOLDERS (CONT’D)
2. Conduct of General Meetings
The Company’s AGM remains the principal forum for dialogue with shareholders and aims to ensure
that the AGM provides an important opportunity for effective communication with and constructive
feedback from them.
The Annual Report of the Company are distributed to all shareholders together with the notice of
Annual General Meeting, which notice is also advertised in the press, released to Bursa Malaysia
Securities Berhad via Bursa Link and posted on the website of the Company at www.ipmuda .com.my.
Each item of the special business included in the Notice of AGM is accompanied by an explanatory
statement on the proposed resolution to facilitate a better understanding and evaluation of issues
involved.
At each AGM, shareholders are encouraged to ask questions both about the resolutions being
proposed and the Group’s operations in general and thereafter to vote on all resolutions.
The External Auditors are also present to provide professional and independent clarification on issues
and concerns raised by the shareholders in connection with the Audited Financial Statements. The
Chairman, and/or the MD, COO and CFO will respond to shareholders’ questions at the AGM. The
other Directors will also respond when required.
Pursuant to the MCCG 2017, the Notice and agenda of AGM together with Form of Proxy will be
distributed to shareholders at least twenty-eight (28) days before the AGM, which gives sufficient
time to prepare themselves to attend the AGM personally or to appoint a proxy to attend and vote
on their behalf.
3. Poll Voting
All the resolutions passed by the shareholders at the previous AGM held on 25 May 2017 were voted
by way of a poll in accordance with the Paragraph 8.29A(1) of the Main Market Listing Requirements
of Bursa Securities. The shareholders were briefed on the voting procedures by the Share Registrar
namely, Messrs Symphony Share Registrars Sdn Bhd while the results of the poll were verified and
announced by the independent scrutineer, Messrs Symphony Corporatehouse Sdn Bhd.
The Chairman will announce the poll results of the AGM with details on the number of votes cast for
and against for each resolution and the respective percentage on the same day to Bursa Securities.
The Board will evaluate the feasibility of carrying out electronic polling at its general meetings in future
to facilitate a more efficient voting process and to ensure that the voting results are transparent and
accurate.
The Corporate Governance Overview Statement was approved by the Board of Directors on 30
October 2018.
42 A N N U A L R E P O R T 2 0 1 8
Audit Committee
Report
The Board of Directors is pleased to present the report of the Audit Committee for the financial period
ended 30 June 2018.
COMPOSITION
The present Audit Committee comprises of three (3) members all of whom are Independent Non- Executive
Directors.
MEMBERSHIP AND MEETINGS
The members of the Audit Committee (“AC”) during the financial period and up to the date of this AC
report are indicated below.
A total of seven (7) meetings were held during the financial period ended 30 June 2018. Details of
attendance of each Audit Committee member is as follows:
Number of Meetings attended
Dato’ Ahmad Bakri bin Shabdin 7/7

(Chairman – Independent Non-Executive Director)
Dato’ Maarof bin H.A. Rahman 7/7

(Member – Senior Independent Non-Executive Director)
Dato’ Abu Talib bin Mohamed 3/7

(Member – Non-Independent Non-Executive Director)
Puan Nazariah binti Ibrahim Not applicable

(Member – Non-Independent Non-Executive Director)
TERMS OF REFERENCE
The terms of reference of the Audit Committee is available for reference at the Company’s website at
www.ipmuda.com.my.
A N N U A L R E P O R T 2 0 1 8 43
Audit Committee
Report
[cont’d]
SUMMARY OF WORK OF THE AUDIT COMMITTEE
During the financial period ended 30 June 2018, the Audit Committee carried out its duties as set out in
its Terms of Reference and the activities of the Audit Committee included the following:
1. Reviewed the Audit Review Memorandum for the financial year ended 31 December 2016 prepared
by the External Auditors, which amongst others highlighted the salient accounting and audit issues
and the current status of the 2016 audit.
2. a. Reviewed the unaudited 4th quarterly results for the financial year ended 31 December 2016,
1st, 2nd, 3rd quarterly results for the financial year ended 31 December 2017.
b. Subsequently due to the change in the financial year end of the Company and Group from
31 December 2017 to 30 June 2018 on 19 December 2017, the unaudited quarterly results for
the 12 months ended 31 December 2017, 15 months ended 31 March 2018 and 18 months
ended 30 June 2018 were reviewed,
(collectively referred to as “the said Results”) and reported to the Board the Audit Committee’s review
of the said Results and hence recommended the same to the Board for their approval prior release
to Bursa Malaysia Securities Berhad. The Audit Committee concluded that the said results complied
with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and the Financial
Reporting Standards as confirmed by the Chief Financial Officer of the Company.
3. Reviewed the audited financial statements of the Company and Group for financial year ended
31 December 2016, the issues arising from the audit and their resolutions as well as the new format
of the Independent Auditors’ Report (effective 31 December 2016) which highlighted the key audit
matters prior to submission to the Board for their consideration and approval.
4. Reviewed the Audit Planning Memorandum of the Company and Group for the financial year ended
31 December 2017 and also for the financial period ended 30 June 2018 prepared by the External
Auditors (“APMs”), which amongst others highlighted the engagement and reporting requirements,
audit approach, areas of audit emphasis, significant event during the year, communication with
management and proposed audit fees in connection with the audit of the Group.
5. Arising from the APMs, the Audit Committee was also updated on the changes and amendments to
the Companies Act 2016 which was implemented on staggered basis with the first phase effective
from 31 January 2017.
6. Reported to the Board on significant audit issues and concerns discussed during the Audit Committee
meetings which have significant impact on the Group from time to time, for consideration and
deliberation by the Board.
7. Reviewed the recurrent related party transactions and also the Circular to Shareholders in connection
with the recurrent related party transactions entered into by the Company and the Group to ensure
that the transactions are carried out in the ordinary course of business, on normal commercial terms
which are not more favourable to the related parties than those generally available to the public
and are not to the detriment of the minority shareholders.
8. Reviewed and assessed the performance, suitability and independence of the External Auditors
pursuant to the External Auditors Policy of the Company. The Audit Committee undertook an annual
assessment to assess the performance, suitability and independence of the External Auditors based
on, amongst others, the quality of service, sufficiency of resources, communication and interaction,
as well as independence, objectivity and professional skepticism.
44 A N N U A L R E P O R T 2 0 1 8
Audit Committee
Report
[cont’d]
SUMMARY OF WORK OF THE AUDIT COMMITTEE (cont’d)
9. The External Auditors in their Audit Review Memorandum had stated that they have continuously
complied with the relevant ethical requirements regarding independence throughout the audit of
Ipmuda Berhad in accordance with the International Federation of Accountants’ Code of Ethics for
Professional Accountants and the Malaysian Institute of Accountants’ By-Laws (On Professional Ethics,
Conduct and Practice).
10. The External Auditors are not aware of any relationship between them and the Ipmuda Group that,
in their professional judgment, may reasonably be thought to impair their independence.
11. They have reviewed the non-audit services provided to Ipmuda Berhad during the financial period
ended 30 June 2018 and are not aware of any non-audit services that have compromised their
independence as External Auditors of Ipmuda Berhad.
12. Following the review of the External Auditors’ effectiveness and independence, the Audit Committee
is satisfied with the performance and the audit independence of the External Auditors. Hence, the
Audit Committee recommended to the Board on their appointment for approval of the shareholders
at the forthcoming Annual General Meeting.
13. Had three private sessions with the External Auditors without the presence of management.
14. Reviewed internal audit reports and internal audit memoranda presented by the Internal Audit
Department incorporating audit recommendations and management’s responses in relation to
audit findings on weaknesses in the systems and controls of various operating units.
15. Reviewed the follow up internal audit reports to ensure that the agreed internal audit recommendations
are effectively implemented.
16. Reviewed the performance of the Internal Audit Department for the financial period ended 30
June 2018 and overall the Audit Committee was satisfied with the performance of the Internal Audit
Department.
17. Noted and endorsed the internal audit time-table for year 2018.
18. Approved the Internal Audit Department Budget for financial year 2018-2019.
19. Reviewed the Audit Committee Report prior to submission of the same to the Board for consideration
and inclusion in the Annual Report of the Company.
A N N U A L R E P O R T 2 0 1 8 45
Audit Committee
Report
[cont’d]
INTERNAL AUDIT FUNCTION
The Internal Audit Department (“IAD”) was established since the 1980’s. The main role of the IAD is to
provide the Audit Committee with independent and objective reports on the effectiveness of the system
of internal control and the extent of compliance with established policies and procedures as well as the
relevant statutory requirements within the Group.
The IAD adopts a risk-based approach and carried out audits on the head office and subsidiaries based
on approved Internal Audit Plan or on ad hoc basis. The audits covered a comprehensive scope in the
areas of operations, finance/accounts and investigation.
The activities undertaken by the IAD during the financial period ended 30 June 2018 included the following:
1. Reviewed the existing systems, controls and governance processes of various operating units within
the Group.
2. Conducted audit reviews and evaluated risk exposures relating to the Group’s governance process
and system of internal control on reliability and integrity of financial and operational information,
safeguarding of assets, efficiency of operations, compliance with established policies and procedures
and statutory requirements.
3. Issued internal audit reports and internal audit memoranda incorporating audit recommendations
and management’s responses in relation to audit findings on weaknesses in the systems and controls
to the Audit Committee and the management of the respective operating units.
4. Attended Audit Committee Meetings to present the internal audit reports and internal audit
memoranda to the Audit Committee for deliberation and review.
5. Follow-up review to ensure that the agreed internal audit recommendations are effectively
implemented by the respective operating units.
6. Tabled Internal Audit Plan 2018 for the Audit Committee’s review and endorsement.
The IAD’s resources and manpower requirements are reviewed from time to time to ensure that it can carry
out its duties effectively.
The total cost incurred for the Group’s internal audit function during the financial period ended 30 June
2018 was RM457,751.
The Audit Committee Report was approved by the Board of Directors on 30 October 2018.
46 A N N U A L R E P O R T 2 0 1 8
Statement on
Risk Management and Internal Control
The Board of Directors is pleased to present the statement of risk management and internal control for
the financial period ended 30 June 2018 made in compliance with paragraph 15.26 (b) of the Main
Market Listing Requirements of Bursa Malaysia Securities Berhad and guided by the Statement on Risk
Management and Internal Control: Guidelines for Directors of Listed Issuers and Practices 9.1 and 9.2 of
the Malaysian Code on Corporate Governance 2017.
COMPOSITION AND MEETINGS
The Risk Management Committee comprise of three (3) Independent Non-Executive Directors* and five
(5) of Management, as follows:
Number of meetings attended
Board - Risk Management Committee
Datuk David Rashid bin Ghazalli* Not applicable

(Chairman-Independent Non-Executive Director)
Dato’ Ahmad Bakri bin Shabdin* Not applicable

(Member-Independent Non-Executive Director)

Dato’ Maarof bin H.A. Rahman* Not applicable
(Member-Senior Independent Non-Executive Director)
Management - Risk Management Committee

Lit Kin Cheong 1/1
(Head of Regional Sales-Member)
Chan Weng Yue 1/1

(Senior Vice President Accounts-Member)
David Chua Soon Li 1/1

(Ex- Group Chief Executive Officer-Chairman
resigned on 30 January 2018)

Cheah Chee Ngen 1/1
(Ex-Director Sales & Marketing-Member resigned on 31 July 2018)
Alan Kong Keng Kwang 1/1

(Ex-Managing Director, Ipmuda Selatan Sdn Bhd-Member
ceased contract on 30 April 2018)

There was one (1) Management - Risk Management Committee Meeting held during the financial period
under review.The Independent Non-Executive Directors* were appointed on 24 May 2018 (Board Meeting)
to serve as members of the Risk Management Committee.
TERMS OF REFERENCE
The Terms of Reference of the Risk Management Committee (“TOR”) was tabled, circulated and adopted
on 24 May 2018.
TOR is available for reference at the Company’s website at www.ipmuda.com.my.

A N N U A L R E P O R T 2 0 1 8 47
Statement on
[cont’d]
BOARD RESPONSIBILITY
The Board of Directors of Ipmuda Berhad (“Board”) recognises the importance of sound system of risk
management and internal control to enhance shareholders’ interest, safeguard Group assets and to be
in compliance with laws and regulations. The Board has an overall responsibility for risk oversight and risk
management within the Group.The Risk Management Committee provides direction and has an oversight
role in the risk management process.
The Risk Management Committee had setup the Risk Management and Compliance Department (“RMCD”)
for establishment of the risk management function to strengthen the Group’s system of internal control.
The risk management and internal control system are designed to manage rather than to eliminate the
risk of failure to achieve business objectives and can only provide reasonableness, and not absolute
assurance against material misstatement or loss.
KEY RISK MANAGEMENT AND INTERNAL CONTROL PROCESSES
The Management, through its Risk Management Committee is entrusted with the task to assist the Board
to establish, implement and strengthen the risk management function across the Group.
1. Risk Management Function
The Risk Management Committee, was headed by the Ex-Chief Executive Officer is made up of senior
management from operations and various other functions and disciplines within the Group (since
May 2018: Independent Non-Executive Directors). The risk management framework encompasses
the following:
• Develop the risk management function organization structure;
• Develop the enterprise risk management framework, statement of risk appetite and tolerance;
• Establish operations work process flow to identify any shortfall, assess, monitor, provide remedial
actions and mitigate significant risk in an effective manner;
• Prioritize key risk areas to enable alignment of risk strategies in relation to the Group’s risk appetite
and manner in which key risk areas are addressed;
• Present risk reports for significant risk assessment review, monitoring and reporting of risk across
various functional divisions, business and support units.
RMCD was established subsequent after the financial period under review on 1 August 2018.The Risk
Management Committee endorsed the adoption of a Risk Management and Compliance Charter
on 27 August 2018. The Risk Management and Compliance Charter laid down the authority, duties,
scope and responsibilities of RMCD.
The Risk Management and Compliance Charter shall be reviewed from time to time to ensure its
relevance and compliance.
RMCD reports functionally to Risk Management Committee and is an independent division of the
Group. RMCD is responsible for monitoring risk management activities and, ensuring compliance
and effective implementation of policies.
The Governance Operating Chart has been recommended and approved by the Board on 21
August 2018.The chart served as the mechanism that shall be used by the Board and Management
to translate elements of the governance framework and policies into practices, procedures and job
responsibilities.
48 A N N U A L R E P O R T 2 0 1 8
Statement on
[cont’d]
KEY RISK MANAGEMENT AND INTERNAL CONTROL PROCESSES (cont’d)
2. Risk Management Process
The risk management process in which each key risk areas are identified, assessed, monitored,
reviewed and managed are outlined as follows:
Identification of key risk areas and the assessment as to their impact and likelihood of occurrence
are carried out through brainstorming and discussion across various functional divisions, business
and support units. In the risks identification of both the existing and emerging risks, the internal and
external environments in which the Group operates will be scanned and analysed. In assessing risk,
both qualitative and semi-quantitative methods will be used.
Key risk areas are prioritised through risk-mapping of identified risks basing on the information
gathered according to the severity of impact and occurrences in relation to the achievement of
business objectives.
Risks are managed through formulation of risks strategies. Key risk areas are reviewed for formulation
of risk response strategies/actions to mitigate the impact of the risk events. Risks would either be
reduced (through risk control processes), transferred (insurance coverage), retained (within risk
appetite for exploitation) or avoided (divestment).
Risk monitoring would be done by using performance measures, both financial and non-financial
indicators. Financial indicators can be gathered from the management accounts of the Group
while non-financial indicators could be gathered from the upward reporting process from the various
functional divisions, business and support units.
3. Principal Risks
The principal risks faced by the Group together with the risk management processes are summarised
as follows:
(i) Credit risk is the potential loss incurred as a result of defaults by customers or counterparties
arising mainly from trading activities. A centralised credit control division is set up to ensure credit
policies have prudent and comprehensive elements and, guidelines on credit verification and
assessment of customers are adhered to. Collaterals are also obtained on some circumstances
from certain customers to further mitigate credit risks. Clearly defined levels of authority are
in place to ensure the role of approving authorities commensurate with the level of decision
making. Periodic reviews and validation of credit worthiness of customers are also ongoing
to maintain strict control over the Group credit exposure. Reporting procedures and close
monitoring processes are also in place to identify potential distress customers for prompt action.
(ii) Operational risk arises from inadequate or ineffective internal process, people, systems and/
or external events. The day-to-day operational risks are managed through system of risk
management and internal control process to ensure compliance with policies, standard
operation procedures and the relevant laws and regulations. Guidelines for information
technologies related practices include disaster recovery plans, backup policies, data security
and security access are also in place to ensure data integrity and business continuity. Further
any proposal or introduction of new products, agency lines, business activities or development
plans are subject to vigorous and strict evaluation to assess the potential risks in relation to the
Group risks appetite and strategies.
(iii) Liquidity risk, arising mainly from general funding and business activities, is the risk that the
Group may not be able to maintain sufficient liquid assets to meet its financial commitments
and obligation when they mature or fall due. The Group strives to maintain sufficient levels of
cash and available banking facilities at a reasonable level to its overall debt position to meet
its working capital requirements.
A N N U A L R E P O R T 2 0 1 8 49
Statement on
[cont’d]
4. Policies and Procedures
Clear, formalised, documented internal policies and standard operating procedures shall be in place
to ensure compliance with internal controls, relevant laws and regulations. A list of identified laws
and regulations applicable to the Group is documented and maintained to facilitate compliance.
Regular reviews will be performed to ensure that documentation remain current and relevant.
5. Internal Audit
The internal audit function adopts a risk-based approach to provide the Audit Committee with
independent and objective reports on the state of internal control and the extent of compliance
with the established policies and procedures as well as relevant statutory requirements.
Internal Audit reports directly to the Audit Committee. Internal Audit plans its audit based on the
audit plan approved by the Audit Committee at the beginning of the year. The Audit Committee
reviews the report from Internal Audit, before reporting and making recommendations to the Board
in strengthening internal control. The Board remains committed in ensuring a sound system of risk
management and internal control. The Audit Committee presents its findings to the Board at least
once every quarter, or as appropriate.
6. Internal Control System
The Group internal control system encompasses policies, processes, task, behaviour and other aspects
of business activities that facilitate the following:
• an effective and efficient operation enabling it to respond appropriately to significant business,

operational, financial, compliance and other risk to achieve the Group’s objective;
• ensure the quality of internal and external reporting by way of the maintenance of proper
records and processes that generate timely, relevant and reliable information from within and
outside the Group;
• ensure compliance with applicable laws and regulations, and with internal policies with respect
to the conduct of the Group’s business activities; and
• reflect the Group’s control environment which incorporates the Group’s organisational structure,
governance activities, human resources policies and practices and its code of conduct. The
system will also include control activities, information and communications processes and the
continuing monitoring of the effectiveness of the system of internal control.
7. Key Internal Control Processes
Key elements of the Group’s system of internal control, policies and procedures that are in place are
as follows:
• There is in place an organisation structure, which formally defines lines of responsibility, delegation
of authority and appropriate segregation of duties.
• Clearly defined approving authority of managers and executives within the Group to facilitate
decision making at appropriate levels within the Group.
• Established strategic planning and budgeting process, where all operating units are to prepare
annual operating budget including capital and manpower budgets which are reviewed and
approved by the Board.
50 A N N U A L R E P O R T 2 0 1 8
Statement on
[cont’d]
7. Key Internal Control Processes (Cont’d)
Key elements of the Group’s system of internal control, policies and procedures that are in place are
as follows: (Cont’d)
• Effective reporting systems that ensure complete and accurate financial information for review
of monthly performance and variance by management.
• Actual performance compared with budget and previous year is reviewed quarterly with
detailed explanation of any material variances and their corrective actions.
• Policies and procedures of operating units and functional divisions are established, documented
and updated regularly to ensure compliance with internal controls and relevant laws and
regulation, as well as meeting the changing business environment.
• There are proper guidelines for hiring, termination and promotion, training programmes for
staff, annual performance appraisals and other relevant procedures in place to ensure staff
members are competent and adequately trained in discharging their roles and responsibilities.
8. Review on Adequacy and Effectiveness of the Risk Management and Internal Control System
The processes in which the Group adopted to monitor and review the adequacy and integrity of
the system of internal control include the following ongoing assessment:
• periodic examination of the business risks that impacted or likely to impact the Group and the
reporting by the various functional divisions, business and support units on the effectiveness
of the system of control is in place, highlighting any weakness and changes in risk profile; and
• periodic review of the state of internal control across various functional divisions, business and
support units by the internal audit function which reports the review conducted on a quarterly
basis to the Audit Committee.
The Board has reviewed the effectiveness, adequacy and integrity of the system of risk management
and internal controls in operation during the financial period through the monitoring process set out
above. There were no material losses incurred during the current financial period arising from the
weaknesses in internal control. Management continues to take measures to strengthen the control
environment.
The Board has received assurance from the Managing Director and Chief Financial Officer that the
Group’s risk management and internal control system is operating adequately and effectively in all
significant material aspects.
9. Review of the Statement by External Auditors
As required by paragraph 15.23 of the Listing Requirements, the external auditors have reviewed this
Statement on Risk Management and Internal Control. Their review was performed in accordance
with Recommended Practice Guide 5 (Revised) issued by the Malaysian Institute of Accountants
and has reported to the Board that nothing has come to their attention that causes them to believe
that this statement is inconsistent with their understanding of the process adopted by the Board in
the review of the adequacy and effectiveness of the risk management and internal controls within
the Group.
T he Statement on Risk Management and Internal Control Statement was approved by the Board of
Directors on 30 October 2018.
A N N U A L R E P O R T 2 0 1 8 51
Additional Compliance
Information
1. Utilisation of Proceeds
On 04 June 2015, KAF Investment Bank Berhad (“KAF”) on behalf of the Company had announced
a proposed private placement of up to 7,246,950 ordinary shares of RM1.00 each to third party
investors to be identified.
The following were announced by KAF on behalf of the Company to Bursa Malaysia Securites Berhad
(“Bursa Securities”) in relation to the extension of time for the Private Placement:
1. On 10 December 2015, KAF had announced that Bursa Securities vide their letter of 09 December
2015, approved the application for an extension of time for another six (6) months from 15
December 2015 until 14 June 2016 to complete the Private Placement.
2. On 07 June 2016, KAF had announced that Bursa Securities vide their letter of 07 June 2016,
approved the application for further extension of time for another six (6) months from 15 June
2016 until 14 December 2016 to complete the Private Placement.
3. On 19 January 2017, KAF announced that Bursa Securities vide their letter of 19 January 2017,
approved the application for further extension of time for another six (6) months from 15
December 2016 until 14 June 2017 to complete the Private Placement.
4. On 14 June 2017, KAF announced that the Private Placement will lapsed after 14 June 2017.
Hence no new shares were issued/placed out pursuant to the Private Placement.
2. Material Contracts
Save as disclosed below, there were no material contracts entered into by the Company and its subsidiaries
involving Directors’ and major shareholders’ interests which were still subsisting at the end of the financial
period under review or which were entered into since the end of the previous financial year:
• The Company has on 26 October 2018 entered into the following agreements:
(a) A Settlement Agreement with Maju Holdings Sdn Bhd (Co.No.: 40444-V) (“Maju Holdings”)
and its subsidiaries namely ASM Development Sdn Bhd (Co. No.: 114673-D) (“ASMD”) and
ASM Development (KL) Sdn Bhd (Co. No.: 204867-W) (“ASMDKL”) (collectively referred to
as “the Maju Group”) (“the SA”) to settle the aggregate sum of RM7,190,902.43 as at 30
September 2018 (inclusive of negotiated interest of RM250,000.00) owed by the Maju
Group to Ipmuda being trade receivables and other receivables (“the Debt”); and
(b) pursuant to the SA, the Company has on even date also entered into ten (10) Sale and
Purchase Agreements with ASMDKL for ten (10) units of properties in the project known as
MAJU KUALA LUMPUR (“the SPAs”) for the aggregate purchase price of RM6,652,000.00 only
(“the Proposed Acquisition”) as part settlement of the Debt,
and the balance of the Debt i.e. RM538,902.43 shall be settled by the assignment/transfer
of such additional units in MAJU KUALA LUMPUR to settle the shortfall OR Maju Holdings shall
settle the shortfall by way of cash.
(collectively referred to as “the Proposed Debt Settlement”).
The condition precedent of the SA has been met on 26 October 2018 and the SPAs have been
duly executed on even date.
Barring unforeseen circumstances, the Proposed Debt Settlement is expected to be completed

when vacant possession of the Units are delivered by ASMDKL which is expected to be in the First
Quarter 2022.
52 A N N U A L R E P O R T 2 0 1 8
Additional Compliance
Information
[cont’d]
3. Related Party Transactions
Significant related party transactions of the Group for the financial period ended 30 June 2018 are
disclosed in Note 42 - Significant Related Party Disclosures to Financial Statements. This also sets out
the recurrent transactions conducted during the period in accordance with the general mandate
obtained from the shareholders.
Directors’ Responsibility Statement

(pursuant to Section 15.26(a) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad)
The Board is responsible for ensuring that the financial statements give a true and fair view of the state of
affairs of the Group and the Company as at the end of the accounting period and of their results and
cash flows for the period then ended. In preparing the financial statements, the Directors have ensured
that applicable approved accounting standards in Malaysia and the provisions of the Companies Act
2016 have been applied.
A N N U A L R E P O R T 2 0 1 8 53
List of
Properties Held
as at 30 June 2018
Building Carrying
Age Tenure Land Area/ value @
(approx.) Existing (Expiry date Built-up area 30/6/2018
Location (years) Use of lease) (Sq metre) RM
1 12 Jalan Datoh 28* Office and Freehold 2,297 531,480

30000 Ipoh showroom
Perak Darul Ridzuan
2 Lot 1240, Lahat Lane – Residential Freehold 4,663 750,000

30200 Ipoh land
Perak Darul Ridzuan (vacant)
3 1, Jalan Hala Datoh 2 29 Shophouse Freehold 338 1,000,000

30000 Ipoh
Perak Darul Ridzuan
4 Lots CG9 & 10 39 Office Freehold 274 1,700,000

Plaza Pekeliling
50400 Kuala Lumpur
Wilayah Persekutuan
5 6, Jalan Penchala 27* Office and Leasehold 8,094 1,763,277

46050 Petaling Jaya warehouse 23.04.2066
Selangor Darul Ehsan
6 Lot 1618, Jalan Dewani 25 Office and Freehold 3,753/ 1,201,037

Off Jalan Tampoi warehouse 2,092
81100 Johor Bahru
Johor Darul Takzim
7 Lot 1619, Jalan Dewani 9 Office and Freehold 4,771 978,835

Off Jalan Tampoi warehouse
81100 Johor Bahru
Johor Darul Takzim
8 36K, Jalan Bukit Kecil 28 Office and Leasehold 821 343,551

21100 Kuala Terengganu warehouse 02.08.2069
Terengganu Darul Iman
9 Units 2-1-23, 24, 26, 27, 28 24 Office Leasehold 713 2,620,000

Harbour Trade Centre 11.08.2090
Gat Lebuh MacCallum
10300 Pulau Pinang
10 Units 2-7-16, 17, 31 24 Office Leasehold 712 1,000,000

Harbour Trade Centre 11.08.2090
Gat Lebuh MacCallum
10300 Pulau Pinang
54 A N N U A L R E P O R T 2 0 1 8
List of
Properties Held
[cont’d]
Building Carrying
11 84, Jalan Bertam 14 22* Shophouse Freehold 195 500,000

Taman Daya
81100 Johor Bahru
Johor Darul Takzim
12 3, Jalan Sutra Jaya 21 Shophouse Leasehold 149 150,000

2/1 Taman Sutra Jaya (vacant) 01.12.2092
08000 Sg Petani
Kedah Darul Aman
13 B-G-1,2, 3 & B-1-1, 2, 3 13 Apartment Freehold 1,111 1,420,000

& B-2-1, 2 & B-3-1, 2 (partially
Taman Pelangi Apartment vacant)
Melaka
14 Lot 199 Seksyen 43 – Development Freehold 1,358 23,000,000

Jalan Mayang land
Kuala Lumpur
Wilayah Persekutuan
15 A2-4, A3-3, A4-4 7* Apartment Freehold 177 75,000

Apartment Seri Kembangan (vacant)
Jalan Bukit Beruntung 7
Seksyen BB7, Bukit Beruntung 1
48300 Rawang
16 21, Jalan Kuala Kangsar 26 Office and Leasehold 12,141 1,205,573

Tasek Industrial Estate warehouse 30.09.2064
31400 Ipoh
Perak Darul Ridzuan
17 No. 1105, Block A 18 Office Leasehold 47 105,002

Pusat Dagang Setia Jaya 17.07.2091
9 Jalan PJS 8/9
46150 Petaling Jaya
18 Unit A-27-02 2 Condominium Freehold 150 640,000

Pine Residence
Paya Terubong, Mukim 13
Daerah Timur Laut
Pulau Pinang
19 3, Jalan Kilang 3 23* Factory Leasehold 2,149/ 400,000

Jelapang Industrial Estate and office 15.07.2036 279
30100 Ipoh
Perak Darul Ridzuan
20 1, Jalan 13/1 25* Showroom, Leasehold 20,773 10,056,884

46200 Petaling Jaya office and 06.01.2060
Selangor Darul Ehsan warehouse
A N N U A L R E P O R T 2 0 1 8 55
List of
Properties Held
[cont’d]
Building Carrying
21 3645, Jalan Bagan Dalam – Commercial Freehold 12,292 19,850,000

12100 Butterworth land
Pulau Pinang
22 Lots 3213 & 3214 21 Office and Leasehold 20,097 4,367,614

Lorong Jelawat Satu warehouse 03.12.2050
Seberang Jaya
Industrial Park
Pulau Pinang
23 Lot 758 – Rubber Freehold 14,285 667,000

Jalan Ayer Merah estate
Kulim
Kedah Darul Aman
24 1 & 3, Jalan IMJ 3 19 Office and Leasehold 803 380,437

Taman Industri warehouse 18.11.2095
Malim Jaya
75450 Melaka
25 No. 86, Jalan 1 20 Office and Freehold 143 147,382

Taman Sri Kluang warehouse
86000 Kluang
Johor Darul Takzim
26 No. 44, Jalan TSJ 8/1B 20 Office and Freehold 164 160,414
Taman Seremban Jaya warehouse
70450 Seremban
Negeri Sembilan Darul Khusus
27 PTD 129839 – Bungalow lot Freehold 816 175,000

Mukim Plentong (vacant)
Johor Bahru
Johor Darul Takzim
28 B4-22-31B, 22 Floor 13 Condominium Leasehold 101 150,000

Tower 4, Villa D’Savoy
Condo Park
A Famosa Resort
Alor Gajah, Melaka
29 No.187A, 187A-1 27 Shop-offices Freehold 143/ 600,000

and 187A-2 558
Jalan Skudai, Batu 4 1/2
Kampung Skudai
Kiri/Kanan
Johor Bahru
Johor Darul Takzim
30 Lot 125, A Famosa 7 Double storey Leasehold 711 360,000

Golf Resort detached 18.12.2094
Jalan Kemus house
Simpang Empat
78000 Alor Gajah
Melaka
56 A N N U A L R E P O R T 2 0 1 8
List of
Properties Held
[cont’d]
Building Carrying
31 8 Jalan Lingkaran 5 6* Double storey Leasehold 130 250,000

Taman Sri Tambak terrace shop 05.07.2093
Kluang
Johor Darul Takzim
32 No. 8723, 8724 and 8725 6* Single storey Leasehold 677/ 275,000
Jalan Siantan 2 terrace house 06.06.2094 261
Bandar Baru Bukit Mentok
24000 Kemaman
Terengganu Darul Iman
33 PT1890 Jalan Jamrud 1 1 Office and Leasehold 23,922 15,039,688

Kawasan Perusahaan Nilai 2 factory 02.03.2091
71800 Nilai
Negeri Sembilan Darul Khusus

Note:-
* The building age is from date of purchase as the actual age of the buildings cannot be ascertained.

A N N U A L R E P O R T 2 0 1 8 57
Statement of
Shareholdings
Total number of Issued Shares : 72,469,500

Class of Shares : Ordinary Shares
Number of Shareholders : 2,893 shareholders
Voting Rights : 1 Vote per ordinary share
DISTRIBUTION OF SHAREHOLDINGS AS AT 01 OCTOBER 2018
Percentage of No. of Percentage

Range of No. of Shareholders Issued of Issued
Shareholdings Shareholders (%) Shares Held Shares (%)
Less than 100 45 1.56 791 0.00

100 - 1,000 1,300 44.94 1,258,267 1.74
1,001 - 10,000 1,264 43.69 5,058,545 6.98
10,001 - 100,000 249 8.61 7,007,897 9.67
100,001 to less than 5% 29 1.00 12,783,800 17.64
of issued shares
5% and above of issued shares 6 0.21 46,360,200 63.97
TOTAL 2,893 100.01 72,469,500 100.00
THIRTY LARGEST SHAREHOLDERS AS AT 01 OCTOBER 2018

(as per Record of Depositors)
No. of Percentage
Issued of Issued
Shares Held Shares (%)
1. Mentari Maksima Sdn Bhd 12,050,300 16.63

2. Dutariang Sdn Bhd 10,064,300 13.89
3. Maju Holdings Sdn Bhd 8,715,000 12.03
4. CIMSEC Nominees (Tempatan) Sdn Bhd CIMB for 6,000,000 8.28
Sim Choo Thiam
5. Everest Champion Sdn Bhd 5,822,600 8.03
6. HLIB Nominees (Tempatan) Sdn Bhd Pledged 3,708,000 5.12
Securities Account for Abu Sahid Bin Mohamed
7. JF Apex Nominees (Tempatan) Sdn Bhd Pledged 1,914,400 2.64
8. TA Nominees (Tempatan) Sdn Bhd Pledged Securities 1, 557,000 2.15
Account for Lee Chee Ming
9. Kenanga Nominees (Tempatan) Sdn Bhd Pledged 1,302,200 1.80
Securities Account for Sim Choo Thiam
10. KOP Mantap Berhad 1,097,000 1.51
11. Koh Chai Seng 1,015,100 1.40
12. Citigroup Nominees (Tempatan) Sdn Bhd Pledged 582,600 0.80
13. Harmoni Sdn Bhd 552,800 0.76
14. Noor Azrina Binti Mohd Azmi 500,000 0.69
15. HLB Nominees (Tempatan) Sdn Bhd Pledged 417,300 0.58
58 A N N U A L R E P O R T 2 0 1 8
Statement of
Shareholdings
[cont’d]
THIRTY LARGEST SHAREHOLDERS AS AT 01 OCTOBER 2018 (cont’d)

(as per Record of Depositors)
No. of Percentage
Issued of Issued
Shares Held Shares (%)
16. HLB Nominees (Tempatan) Sdn Bhd Pledged Securities 330,000 0.46
Account for Surinder Singh A/L Wassan Singh
17. Smooth Operation Sdn Bhd 288,000 0.40
18. Maybank Nominees (Tempatan) Sdn Bhd 286,200 0.39
Chua Eng Ho Wa’a @ Chua Eng Wah
19. Tan Teck Peng 283,000 0.39
20. Gui Peng Kooi 260,000 0.36
21. Au Yang Tuan Kah 226,000 0.31
22. Chai Youn Nyok 215,100 0.30
23. Affin Hwang Nominees (Tempatan) Sdn Bhd Pledged 207,500 0.29
Securities Account for Goh Ah Lek
24. Low Hing Noi 200,000 0.28
25. Ruthlene Binti Abu Sahid 200,000 0.28
26. Teh Paik Chuan 185,000 0.26
27. CIMSEC Nominees (Tempatan) Sdn Bhd Pledged 170,100 0.23
Securities Account for Ker Chooi Ngoh
28. Chua Sewe Fua 150,000 0.21
29. Lee Yoke Pui 130,000 0.18
30. Lim Heng Suan 127,000 0.18
TOTAL
58,556,500 80.80
SUBSTANTIAL SHAREHOLDERS AS AT 01 OCTOBER 2018

(as per the Company’s Register of Substantial Shareholders)
No. of Issued
Shares Held Percentage
Direct Deemed of Issued
Interest Interest Shares (%)
1. Maju Holdings Sdn Bhd 8,715,000 – 12.03
2. Tan Sri Abu Sahid bin Mohamed 6,667,300 8,715,000 21.23
3. Dutariang Sdn Bhd 10,064,300 – 13.89
4. Num A/L Din Niam – 10,064,300 13.89
5. Dato’ Sim Choo Thiam 7,302,200 – 10.08
6. Everest Champion Sdn Bhd 5,822,600 – 8.03
7. Syahruban Binti Mohammad – 5,822,600 8.03
8. Mentari Maksima Sdn Bhd 12,050,300 – 16.63
9. Wong Kichin 10,000 12,050,300 16.64

A N N U A L R E P O R T 2 0 1 8 59
Statement of
Shareholdings
[cont’d]
DIRECTORS’ SHAREHOLDINGS AS AT 01 OCTOBER 2018

(as per the Company’s Register of Directors’ Shareholdings)
No. of Issued No. of Issued

Shares Held Percentage Shares Held Percentage
Direct of Issued Deemed of Issued
Name of Director Interest Shares (%) Interest Shares (%)
Tan Sri Abu Sahid Bin Mohamed 6,667,300 9.20 9,415,000 * 12.99
Dato’ Sim Choo Thiam 7,302,200 10.08 – –
By virtue of Tan Sri Abu Sahid Bin Mohamed’s interests of more than 20% in the Company, he is deemed
to have an interest in the shares of all the subsidiaries to the extent that the Company has an interest.
Other than as disclosed above, none of the other Directors have any interests in shares (direct or deemed
interests) in the Company and its related corporations.
Note:
* Deemed interested by virtue of his substantial shareholding in Maju Holdings Sdn Bhd and his spouse
and child’s shareholding in Ipmuda Berhad (“the Company”).
This page has been intentionally left blank
A N N U A L R E P O R T 2 0 1 8
Form of Proxy
I/We ______________________________________________________________________________________________________
of ________________________________________________________________________________________________________
being a member(s) of IPMUDA BERHAD holding ____________________________________________________________
shares hereby appoint ____________________________________________________________________________________
of ________________________________________________________________________________________________________
or failing him______________________________________________________________________________________________
of ________________________________________________________________________________________________________
as my/our proxy to vote for me/us on my/our behalf at the Forty-Third (“43rd”) Annual General Meeting of the
Company to be held at Multaqam Hall, Level 10, Maju Tower, 1001 Jalan Sultan Ismail, 50250 Kuala Lumpur,
Malaysia, on Friday 07 December 2018 at 9.00 a.m. and at any adjournment thereof, in the manner indicated
below:
RESOLUTION FOR AGAINST

1 Adoption of Audited Financial Statements and Reports Resolution 1
2 Approve payment of RM207,350.00 Directors’ Fees Resolution 2
3 Approve the additional payment of Directors’ benefits to the
Non-Executive Directors up to an amount of RM20,000.00 from 01
November 2018 to 07 December 2018 (the date of the 43rd Annual
General Meeting in 2018) Resolution 3
4 Approve the payment of Directors’ benefits payable to the Non-
Executive Directors up to an amount of RM80,000.00 from 08
December 2018 until the next Annual General Meeting of the
Company in 2019. Resolution 4
5 Re-election of the following Director retiring under Article 101 of the
Company’s Articles of Association:
(a) Dato’ Maarof bin H.A. Rahman Resolution 5
6 Re-election of the following Directors retiring under Article 107 of the
Company’s Articles of Association:
(a) Dato’ Sim Choo Thiam Resolution 6
(b) Datuk David Rashid bin Ghazalli Resolution 7
(c) Puan Nazariah binti Ibrahim Resolution 8
7 Re-appointment of Messrs Crowe Malaysia (formerly known as
Messrs Crowe Horwath) as Auditors of the Company for the ensuing
year and to authorise the Board of Directors to fix their remuneration. Resolution 9
8 Retention of Independent Non-Executive Directors:
(a) Retention of Dato’ Maarof bin H.A. Rahman as Independent
Non-Executive Director Resolution 10
(b) Retention of Dato’ Ahmad Bakri binShabdin as Independent
Non-Executive Director Resolution 11
9 Authority to the Directors to issue and allot shares pursuant to Section
75 and Section 76 of the Companies Act 2016 Resolution 12
Please indicate with “X” how you wish your vote to be cast. In the absence of specific directions, your Proxy will
vote or abstain as he thinks fit.
Dated this ___________________ day of ___________________ 2018
Signature: ___________________________________________
NOTES:

(1) A member of the Company entitled to attend and vote at the abovementioned meeting is entitled to appoint a proxy or not
more than two (2) proxies, to attend and vote in his stead. A proxy may but need not be a member of the Company. There shall
be no restriction as to the qualification of the proxy. Where a member appoints two (2) proxies, he shall specify the proportion of
his shareholdings to be represented by each proxy.
(2) Where a Member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act,
1991, it may appoint at least one (1) proxy but not more than two (2) proxies in respect of each securities account it holds with
ordinary shares of the Company standing to the credit of the said securities account.
(3) Where a Member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple
beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt
authorised nominee may appoint in respect of each omnibus account it holds.
(4) Where an authorised nominee appoints two (2) proxies, or where an exempt authorised nominee appoints two (2) or more
proxies, the proportion of shareholdings to be represented by each proxy must be specified in the instrument appointing the
proxies.
(5) The instrument appointing a proxy, in the case of an individual, shall be signed by the appointer or by his attorney duly authorised
in writing, and in the case of a corporation, shall be either given under its common seal or under the hand of an officer or attorney
of the corporation duly authorised.
(6) The instrument appointing the proxy must be deposited at the Registered Office of the Company at 9th Floor, Maju Tower, 1001
✄
Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia, not less than forty-eight (48) hours before the time set for holding the meeting
or any adjournment thereof.
Fold this flap for sealing
Then fold here
AFFIX
STAMP
The Company Secretary

IPMUDA BERHAD
9th Floor Maju Tower
1001 Jalan Sultan Ismail
50250 Kuala Lumpur
Malaysia
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(Company Number: 22146-T)

Transforming and Rejuvenating Growth

IPMUDA BERHAD (22146-T)

IPMUDA_AR(18)CovA3_FINAL.indd 1 29/10/2018 12:17 PM

3. To approve the additional payment of Directors’ benefits payable to the Resolution 3

4. To approve the payment of Directors’ benefits payable to the Non-Executive Resolution 4

(a) Dato’ Maarof bin H.A. Rahman Resolution 5

(a) Dato’ Sim Choo Thiam Resolution 6

7. To re-appoint Messrs Crowe Malaysia (formerly known as Messrs Crowe Resolution 9

8. RETENTION OF INDEPENDENT NON-EXECUTIVE DIRECTORS

(a) “THAT subject to the passing of Ordinary Resolution 5, authority Resolution 10

9. AUTHORITY TO THE DIRECTORS TO ISSUE AND ALLOT SHARES PURSUANT TO

BY ORDER OF THE BOARD

(A) Explanatory Notes on Ordinary Business

(1) Ordinary Resolution 2

(2) Ordinary Resolutions 3 and 4 (Agenda No. 3 and 4)

(ii) Ordinary Resolution 4 on payment of Directors’ benefits up to the amount of RM80,000.00

(B) Explanatory Notes On Special Business:

As recommended by Practice 4.2 of the Malaysian Code on Corporate Governance 2017,

(B) Explanatory Notes On Special Business: (Cont’d)

Statement Accompanying Notice of

Details of individuals who are standing for election as Directors

BOARD OF DIRECTORS SHARE REGISTRAR

Dato’ Ahmad Bakri bin Shabdin AUDITORS

He is a major shareholder of the Company.

Dato’ Stephen Sim was appointed Director and Managing Director on 25

Over 25 years of working experience on international corporate

Enrolled his tertiary education in Queensland University of Technology

Dato’ Stephen Sim is a major shareholder of the Company.

Dato’ Ahmad Bakri bin Shabdin was appointed to the Board on 16

Datuk David Rashid was appointed to the Board on 25 January 2018. He is

Independent He established a track record over a 25 year period of generating

Positions previously held by him are Senior Manager Corporate Finance

He is currently the Managing Director of Cayla Consulting Group (Asia)

Puan Nazariah was appointed to the Board on 28 September 2018. She is a

Please refer to his Director’s profile appearing in Page 9 to 10 of the Annual

Encik Nor Shahmir is a seasoned professional with experience in providing

Encik Vijia was initially appointed as Special Officer to Managing Director

He graduated with a Diploma in Computer Studies from Institute of

“On behalf of the Board

Our advocacy towards sustainability is focused around the following areas :

• Ensure Sustainable Growth

We present below various efforts taken during the period.

ENVIRONMENTAL SUSTAINABILITY - PRODUCTS

SOCIAL SUSTAINABILITY - WORKFORCE

SOCIAL SUSTAINABILITY - PUBLIC INTEREST & CORPORATE SOCIAL RESPONSIBILITY (CSR)

18 mths Annualised Restated

REVENUE* 492,329 328,220 422,276 556,693 635,532 628,072 657,156

Administrative Expenses (34,430) (22,953) (26,276) (27,062) (27,712) (26,983) (25,829)

(Loss)/Profit Before (40,482) (26,988) (2,637) 6,306 20,219 9,943 5,987

Net allowance for 29,605 – 2,513 948 (62) 15,366 3,605

GROSS PROFIT MARGINS

Ortolani – Sanitarywares, faucets and bathroom accessories

SOLE AGENCY PRODUCTS

Duraset – Architectural ironmongery from Taiwan

IMPAIRMENT LOSSES ON RECEIVABLES

“Reorganise Our Way to Performance”.

(1) Changing our Business Model and Sales Mix

TRADING GENERAL BUILDING PRODUCTS INVESTMENT HOLDING

Ipmuda Berhad Glorious Future Sdn Bhd

TRADING SPECIALTY PRODUCTS

Ipmuda Tiles & Sanitarywares Sdn Bhd

WAREHOUSING Johnson Pacific Pte Ltd

Homemart Distribution Centre Sdn Bhd