JMR Conglomeration Bhd. - MalaysiaStock.Biz Audit Committee Report ... (BEM). Dato’ Ir. Goh also...

JMR Conglomeration Bhd.592280-W

日马集团股份有限公司

ANNUAL REPORT I 2016

Contents

Financial Statements

Corporate Information

Group Corporate Structure

Directors’ Profile

Chairman’s Statement

Statement on Corporate Governance

Audit Committee Report

Statement on Risk Management and Internal Control

Other Information

Directors’ Report

Statement by Directors

Declaration by the Director

Independent Auditors’ Report to the Members

Statements of Comprehensive Income

Statements of Financial Position

Statements of Changes in Equity

Statements of Cash Flows

Notes to the Financial Statements

Supplementary information - disclosure on realised and unrealised profits/losses

Group Properties

Analysis of Shareholdings

Notice of Annual General Meeting

Statement Accompanying Notice of Annual General Meeting

Form of Proxy

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Corporate Information

Board of Directors

Dato’ Ir. Goh Nai Kooi @ Gah Mai Kwai Group Executive ChairmanDato’ Ir. Dr. Goh Yong Chee Group Managing DirectorTham Yen Thim Non-Independent and Non-Executive DirectorIr. Boey Cheng Hai Independent and Non-Executive DirectorDato' Abdul Rahman Bin Ahmad Senior Independent and Non-Executive DirectorTan Yen Yeow Independent and Non-Executive DirectorLim Tze Ming Executive Director

Audit Committee

Tan Yen Yeow ChairmanDato' Abdul Rahman Bin Ahmad MemberIr. Boey Cheng Hai Member

Nomination Committee

Tan Yen Yeow ChairmanDato' Abdul Rahman Bin Ahmad MemberTham Yen Thim Member

Remuneration Committee

Tan Yen Yeow ChairmanDato' Abdul Rahman Bin Ahmad MemberIr. Boey Cheng Hai Member

Registered Office

39, Salween Road10050 PenangMalaysiaTel : 604-210 9828Fax : 604-210 9827

Auditors

PKFChartered AccountantsLevel 33, Menara 1MKKompleks 1 Mont KiaraNo. 1, Jalan KiaraMont Kiara50480 Kuala LumpurTel : 603-6203 1888Fax : 603-6201 8880

Stock Exchange Listing

Main Market of Bursa MalaysiaSecurities BerhadStock Name : JMRStock Code : 7043

Domicile

Malaysia

Share Registrar

Insurban Corporate Services Sdn Bhd149, Jalan Aminuddin BakiTaman Tun Dr. Ismail60000 Kuala LumpurMalaysiaTel : 603-7729 5529Fax : 603-7728 5948

Principal Bankers

Hong Leong Bank BerhadHSBC Bank Malaysia BerhadMalayan Banking BerhadPublic Bank BerhadRHB Bank BerhadUnited Overseas Bank (Malaysia) BerhadOCBC Al-Amin Bank Berhad

Corporate Office

65, Sri Bahari Road10050 PenangMalaysiaTel : 604-264 4993Fax : 604-264 5122

Company Secretary

Ooi Yoong Yoong(MAICSA No. 7020753)

JMR Conglomeration Bhd. 592280-W | Annual Report 2016

2

Group Corporate Structure

JMR Conglomeration Bhd.(592280-W)

100%JMR Manufacturing Sdn. Bhd. (194470-X)

100%Lean Seng Chan (Quarry) Sdn. Bhd.(95565-T)

100%Great Marvel Sdn. Bhd.(862733-M)

100%JMR Resources Management Sdn. Bhd. (874916-H)

100%Great Marvel Development Sdn. Bhd.(1116513-U)

100%Multilight Sdn. Bhd. (73511-V)

100%Sunnyside Landscape Sdn. Bhd. (862735-T)

100%JCB (UK) Limited.(9141099)

100%Link Lex (M) Sdn. Bhd.(39783-P)

100%Rantronics Sdn. Bhd.(170882-W)

100%JMR Quarry (Kedah) Sdn. Bhd. (666889-T)

85.7%Tag Steel Holdings Sdn Bhd(441245-W)

50%JMR-Hosna Bina Sdn. Bhd. (152844-P)

50%Diligent Success Sdn. Bhd. (538999-A)

98.60%Fook Lye Enterprises (M) Sdn. Bhd.

(38250-H)

50%Nanometric Electronics Sdn. Bhd.

(184325-H)

20%JML (Quarry) Sdn. Bhd.

(1018483-K)


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Directors’ Profile

Dato' Ir. Goh Nai Kooi @ Gah Mai Kwai, DSPN80 years of age, MalaysianGroup Executive Chairman

Dato' Ir. Goh Nai Kooi @ Gah Mai Kwai, DSPN, was appointed Group Executive Chairman of the Board of JMR Conglomeration Bhd. in 2004. He graduated with a Bachelor of Science (Engineering). He has had more than 40 years of experience in the area of civil and structural engineering. He is a member of the Institute of Engineers Malaysia (IEM), the Institute of Engineers Singapore (IES) and registered as a Professional Engineer with the Board of Engineers Malaysia (BEM). Dato’ Ir. Goh also participates actively in social associations and professional institutions.

By any standards, Dato’ Ir. Goh is a successful businessman who has combined his training as an engineer with an inborn keen business sense in the construction and development industry. These attributes have chiefly guided Dato’ Ir. Goh through several economic downturns. He is always among the pioneering few to tap new avenues of opportunities.

Dato’ Ir. Goh is responsible in guiding and overseeing the operation, business activities and performance of the entire Group including heading the Group’s business expansion and marketing programs.

Dato’ Ir. Goh also sits on the board of several private companies. Dato’ Ir. Goh is the father of Dato’ Ir. Dr. Goh Yong Chee. He has no conflict of interest with the Company and he is free from any offence in the past ten (10) years other than traffic offences.

Dato’ Ir. Dr. Goh Yong Chee, DSPN52 years of age, MalaysianGroup Managing Director

Dato’ Ir. Dr. Goh Yong Chee, DSPN, was appointed Group Managing Director of the Board of JMR Conglomeration Bhd. in 2004. He completed his undergraduate and postgraduate studies in the United States of America. He has had more than 20 years of experience in the area of civil and structural engineering. He is a corporate member of the Institute of Engineers Malaysia (IEM), the Asean Federation of Engineering Organizations (AFEO) and registered as a Professional Engineer with the Board of Engineers Malaysia (BEM) and AFEO. Dato’ Ir. Dr. Goh is also actively participating in social associations and professional institutions. He is representing the Company to sit on the executive boards of Penang Chinese Chamber of Commerce and Penang Master Builders & Building Materials Dealers Association.

Dato’ Ir. Dr. Goh is responsible in managing and administrating the operations and business activities of the entire Group.

Dato’ Ir. Dr. Goh also sits on the board of several private companies. Dato’ Ir. Dr. Goh is the son of Dato’ Ir. Goh Nai Kooi. He has no conflict of interest with the Company and he is free from any offence in the past ten (10) years other than traffic offences.

Tham Yen Thim, DJN, PJK85 years of age, MalaysianNon-Independent and Non-Executive DirectorMember of Nomination Committee

Tham Yen Thim, DJN, PJK, was appointed Non-Executive Director of the Board of JMR Conglomeration Bhd. in 2004. He completed his education in Malaysia. Presently, Mr. Tham has been actively involved in jewellery business owned by his family for more than 50 years. He is also a member of the steering committee of the association of jewellery in Malaysia.

Mr. Tham plays an active role in overseeing and advising the Group on its performance and business activities including its business expansion programs.

Mr. Tham also sits on the board of several private companies. None of his family members has direct or indirect relationship with any director and/or major shareholder of the Company. He has no conflict of interest with the Company and he is free from any offence in the past ten (10) years other than traffic offences.


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Directors’ Profile (cont’d)

Dato' Abdul Rahman Bin Ahmad, DSPN, DJN, PKT, PJK81 years of age, MalaysianSenior Independent and Non-Executive DirectorMember of Audit, Nomination and Remuneration Committee

Dato' Abdul Rahman Bin Ahmad, DSPN, DJN, PKT, PJK, was appointed Non-Executive Director of the Board of JMR Conglomeration Bhd. in 2004. On 28 March 2008, he was redesignated as Senior Independent and Non-Executive Director. He obtained his education in Malaysia. Dato' Abdul Rahman worked in the Land Department in the Penang State Government as Deputy Director, after serving for 4 years he was transferred to the Ministry of Education for 2 years and then to Ministry of Lands & Mines as Director of Federal Land before his retirement in October 1984.

Dato' Abdul Rahman acts as a business advisor to the Group and at the same time taking the lead in handling all matters in connection with the local authorities.

Dato' Abdul Rahman also sits on the board of several private companies. None of his family members has direct or indirect relationship with any director and/or major shareholder of the Company. He has no conflict of interest with the Company and he is free from any offence in the past ten (10) years other than traffic offences.

Ir. Boey Cheng Hai, PJK78 years of age, MalaysianIndependent and Non-Executive DirectorMember of Audit and Remuneration Committee

Ir. Boey Cheng Hai, PJK, was appointed Independent Non-Executive Director of the Board of JMR Conglomeration Bhd. in 2004. He graduated with a Bachelor of Science degree in Mechanical Engineering. He is a Corporate Member of the Institute of Engineers Malaysia (IEM) and the Asean Federation of Engineering Organizations (AFEO). He is a Professional Engineer registered with the Board of Engineers Malaysia (BEM) and also a Registered Visiting Engineer (Steam 1) with the Machinery Department of Malaysia.

His career took off as an engineer in the sugar cane and oil palm industries in Malaysia. Later, he was promoted to management position. He was the Chief Engineer for PPB Oil Palms Berhad before his retirement.

Ir. Boey advises the Group on matters pertaining to investing activities involving heavy machinery and equipment including the related expansion programs.

Ir. Boey also sits on the board for several private companies. None of his family members has direct or indirect relationship with any director and/or major shareholder of the Company. He has no conflict of interest with the Company and he is free from any offence in the past ten (10) years other than traffic offences.

Tan Yen Yeow46 years of age, MalaysianIndependent and Non-Executive DirectorChairman of Audit, Nomination and Remuneration Committee

Tan Yen Yeow was appointed Independent Non-Executive Director of the Board of JMR Conglomeration Bhd. in 2013. He is a member of the Malaysian Institute of Accountants, The Institute of Internal Auditors Malaysia and the Chartered Tax Institute of Malaysia.

Mr. Tan began his professional career with KPMG in 1990 as an articled student under the MICPA programme. After serving for 9 years at KPMG, he left and set up his audit firm, Tan Yen Yeow & Company in 2001. He has been involved in providing professional services which include auditing, internal auditing and risk management.

Mr. Tan chairs the Audit, Remuneration and Nomination Committees of the Group. He is actively overseeing the Group's corporate governance matters, accounting and management functions.

Mr. Tan presently holds directorship in Ewein Berhad and also sits on the board of two private companies. None of his family members has direct or indirect relationship with any director and/or major shareholder of the Company. He has no conflict of interest with the Company and he is free from any offence in the past ten (10) years other than traffic offences.


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Directors’ Profile (cont’d)

Lim Tze Ming33 years of age, MalaysianExecutive Director

Lim Tze Ming was appointed Executive Director of the Board of JMR Conglomeration Bhd. in 2014. He is a member of the Malaysian Institute of Accountants.

Mr. Lim was attached to public accounting firms prior to joining the Group in 2010. He has vast experience in accounting, tax, audit, finance and budgetary control. He joined the Group as Accountant and subsequently he was promoted to the position of Account Manager in 2015. He is responsible for the Group’s corporate and finance functions.

Mr. Lim does not have any other directorships of public companies. None of his family members has direct or indirect relationship with any director and/or major shareholder of the Company. He has no conflict of interest with the Company and he is free from any offence in the past ten (10) years other than traffic offences.


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Chairman’s Statement

The primary business of JMR Conglomeration Bhd. (‘JMR’) includes the manufacturing of asphaltic concrete, quarrying and property development. Basing on the current business activities and its capabilities, JMR is confident to maintain its current performance, even as the world economy stumbled since 2015, by staying true to our Core Values in operating our business.

On behalf of the Board of Directors, I am pleased to present our inaugural Annual Report of JMR Conglomeration Bhd and its subsidiaries for the financial year ended 31 March 2016.

• Marvel View


7

“ Our Belief - Your Trust, Our People and the Success ”

• Bukit Perak Quarry

• Langkawi Premix Plants


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Chairman’s Statement (cont’d)

Operations Overview

Since its listing in 2004, JMR expanded its business activities from the field of manufacturing of construction material namely asphaltic concrete and aggregates to property development and others as well; and, since its involvement in the property development, it has also firmly established itself as an up and coming reputable property developer in the region.

The manufacturing sector contributed about 60% of the revenue in the current financial year.

• Completed Roadwork

On quarrying, the performance is in according to the forecasted figures. About the asphaltic concrete business, JMR has started the operation of its batch mix asphaltic concrete plants at a borrowed quarry site and the additional plant in Langkawi.

SA65 Taman Perdana, a total anticipated GDV of about RM 400 millions, was launched in March 2012 and currently we are at Phase 3 of the 4-phase roadmap. In the current financial year, the property development sector contributes about 38% of the Group’s revenue.

Core Values

• VALUE

This is our guiding principle which defines our contribution to the company. We realize the value of building a legacy within the organization that would endure the ebb and flow of the business cycle. Therefore, the management and staff alike are empowered to chart their progress and growth in the company. At every level, innovation and resourcefulness is encouraged and nurtured in order to make incremental improvements in our operations, service and products.

• DIGNITY, INTEGRITY AND FULFILMENT

We tap the potential of our staff and entrust them with responsibilities whilst supporting and commending their efforts in order to attract and retain an agile and talented workforce that is able to respond to the needs of the company and its customers.

• TRUST

By giving full disclosure of our company, we intend to earn the trust and confidence of our shareholders and investors alike.

• DISCIPLINE

Acknowledging our responsibilities to our shareholders, the company will continue to practice business and financial prudence by approaching all projects by weighing all avenues exhaustively, tapping into a balance of tried and true strategies and amalgamating these with new practices that would enhance our rate of success and minimize the impact of external factors.


Financial Overview

JCB and its subsidiaries (“the Group”) recorded a revenue of RM 56.83 millions for the financial year ended 2015; recorded a revenue of RM 29.52 millions for the present financial year ended 2016. Therefore, the profit before exceptional items and tax of RM 6.93 millions was recorded for the current financial year.

• T2 Terrace


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• B3 Bungalow • T2 Terrace Interior

• Bicycle Treasure Hunt

• B3 Bungalow Interior

Dividend

The Directors do not recommend the payment of any dividend for the financial year ended 31 March 2016.

Acknowledgement

On behalf of the Board, I would like to thank the Directors, the management and the staff of the Group for their dedication, commitment and contribution to strengthen the sustainability of the Group in the past year. I would like to also express my sincere thanks to the shareholders, bankers, clients and associates for their support for continued growth. I am confident that with our strong corporate culture and assets, our Group is certain to manoeuvre through this very challenging market environment and gear ourselves for the next level of achievements in the coming years.

Dato’ Ir. Goh Nai Kooi @ Gah Mai Kwai, DSPNGroup Executive Chairman


Prospects

We will continue to strengthen our manufacturing business. After putting up the two new plants, we are currently in the planning stage for another asphaltic concrete manufacturing facility in Penang State. About quarrying, the quarry at Bukit Perak Kedah has begun its implementation process; and, we continued with the planning process for our existing quarry at Juru Penang to ascertain its future, Marvel City.

We will continue to launch Phase 3 of SA65 Taman Perdana and the commercial development, Marvel View, located at the site next to the Butterworth Ferry Terminal in the upcoming financial year.

Also in the pipeline, JMR has initiated a guarded and gated medium-rise residential project, code name Casa Perdana, at one of the remaining land areas at Taman Perdana. And, the planning of the “Mid-way Mall” at Taman Perdana will commence after Casa Perdana’s.

• Marvel City


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Statement On Corporate Governance

The Board of Directors of the Company recognises and subscribes to the importance of the principles and best practices set out in the Malaysian Code on Corporate Governance 2012 ("the Code") as a key factor towards achieving an optimal governance framework and maximising the shareholder value of the Company.

The following report details the manner in which the Group has applied the principles and recommendations of good corporate governance set out in the Code and except as stated otherwise, its compliance with the same as well as the relevant provisions in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Listing Requirements”).

ROLES AND RESPONSIBLILITY OF THE BOARD

The Board has the overall stewardship responsibilities of providing strategic leadership, overseeing the business conduct, identification and management of principal risks, ensuring the adequacy and integrity of internal control systems, establishing a succession plan and developing and implementing and investor relations program.

The Board has delegated specific responsibilities to three (3) committees, namely, the Audit Committee, Remuneration Committee and the Nomination Committee, of which discharge the duties and responsibilities within their respective Terms of Reference. The actual decision is the responsibility of the Board after considering the recommendations of the respective committee.

The role of the Chairman and the Group Managing Director are distinct and separated. Each has a clearly accepted division of responsibilities and there is a balance of power and authority and that no individual has unfettered powers of decision. The Chairman is primarily responsible for ensuring the Board effectiveness and conduct whist the Group Managing Director has the responsibility over the operational and business units, organizational effectiveness and implementation of the Board policies, directives and strategies.

The Company’s Code of Ethics and Code of Conduct are set out in Company’s Employment Handbook, which covers matters in relation to conflict of interest, entertainment and gifts, misuse of position and insider trading. The directors and employees of the Group are expected to adhere to the standard of ethics and conducts set out therein.

The Company also has in place a Whistleblowing Policy which is aimed at protecting the integrity, transparency, impartiality and accountability where the Group conducts its business operations. The Whistleblowing Policy provides a structured reporting channel and guidance to all employees and external parties to whistleblow without the fear of victimisation. The Whistleblowing Policy is available for access on the Company’s intranet and corporate website.

The Board has established clear functions reserved for the Board and those delegated to Management in the Board Charter (the “Charter”) which serves as a reference point for Board’s activities. The Charter shall provide guidance for Directors and Management on the responsibilities of the Board, its Committees and requirements of Directors.

STRENGTHEN COMPOSITION

The Board of Directors and Board Balance

The current Board consists of seven (7) members, comprising three (3) Executive Directors, one (1) Non-Independent Non-Executive Directors and three (3) Independent Non-Executive Directors, which is in compliance with Paragraph 15.02 of Listing Requirements in respect of the board composition.

The Board members with a diverse wealth of experience as well as skills and knowledge, which include accountancy, finance, technical, real estate development and property management. A brief profile of each Director is presented on pages 4 to 6 of this Annual Report. The presence of the Independent Non-Executive Directors are particularly important to provide independent advice and judgment to ensure a balanced and unbiased decisions making process and takes into account of the long term interests of the Group as well as to safeguard the interest of its shareholders.

The Board has appointed Dato’ Abdul Rahman Bin Ahmad to act as the Senior Independent and Non-Executive Director and any concerns of the minority shareholders of the Company in relation to the Group can be conveyed to him.

Access to Information and Advice

The Board of Directors has full and unrestricted access to all information pertaining to the Group. All Directors will receive an agenda and a full set of Board papers in a timely manner prior to the Board meeting to enable the Directors to obtain further explanations, where necessary, in order to be properly briefed before the meeting. Minutes of the Board Committees are also tabled at the Board meetings for the Board’s information and deliberation before it was signed by the Chairman of the meeting. During Board meetings, the senior management staff are invited to provide the necessary details on matters discussed, when necessary.


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Statement On Corporate Governance (cont’d)

Access to Information and Advice (cont'd)

All the Directors have full access to the advice and services of the Company Secretary who is responsible for ensuring that Board meeting procedures are followed and that applicable rules and regulations are complied well. The Board of Directors, whether as a full board or in their individual capacity may seek independent professional advice, where necessary and under appropriate circumstances at the Company’s expense in furtherance of their duties.

Nomination Committee

The Nomination Committee comprises of the following directors:-

ChairmanTan Yen Yeow Independent and Non-Executive Director

MembersDato’ Abdul Rahman Bin Ahmad Senior Independent and Non-Executive Director

Tham Yen ThimNon-Independent and Non-Executive Director

The Committee exclusively comprised of Non-Executive Director with a majority of whom are Independent Directors.

The Nomination Committee is empowered by the Board and its terms of reference to propose new nominees for the Board’s approval. The Committee also assesses the effectiveness and performance of the Board as a whole, the Committees of the Board and the individual assessment of Board Members. The Nomination Committee had met one (1) time and attended by all the members for the financial year under review.

Appointment of Directors

The Company has in place a formal procedure for the appointment of new Directors. All new nominees to the Board, will first be reviewed and considered by the Nomination Committee before the proposed appointment is recommended to the Board of Directors for approval.

Re-election of Directors

Pursuant to Section 129 (6) of the Malaysian Companies Act, 1965, Directors who are over the age of seventy (70) years shall retire at every Annual General Meeting and may offer themselves for re-appointment to hold office until the next Annual General Meeting.

In accordance with Article 109 of the Articles of Association of the Company, one-third of the Directors, or, if their number is not a multiple of three, the number nearest to one third with minimum of one, shall retire from office and an election of Directors shall take place, provided always that each Director shall retire at least once in every three (3) years but shall be eligible for re-election.

Remuneration Committee

The Remuneration Committee comprises of the following directors:-


MembersDato’ Abdul Rahman Bin Ahmad Senior Independent and Non-Executive Director

Ir. Boey Cheng HaiIndependent and Non-Executive Director

The Committee consists entirely of Non-Executive Director. The Committee is responsible for recommending the remuneration framework for Directors as well as the remuneration packages of Executive Directors to the Board. The remuneration package for Executive Director is structured on the basis of linking rewards to corporate and individual performance. In the case of Non-Executive Directors, the remuneration package is determined by the extent of responsibilities undertaken by the respective Non-Executive Director. The Remuneration Committee’s objective is to ensure that there is a competitive remuneration framework in place to reward, attract, motivate, and retain the directors who contribute to success of the Company. Directors’ fees are subject to shareholders’ approval at the forthcoming annual general meeting. The Remuneration Committee had met one (1) time for the financial year under review.


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Remuneration Committee (cont'd)

Aggregate remuneration of Directors categorised into appropriate components for the financial year ended 31 March 2016:-

Items Executive DirectorsRM’000

Non-Executive DirectorsRM’000

Fees 18 65Salaries and Other Emoluments 626 10Bonus 47 -

Number of Directors whose remuneration falls under each range:-

Number of DirectorsRange of RemunerationRM

Executive Directors Non-Executive Directors

50,000 and below - 450,001 to 100,000 1 -300,001 to 350,000 2 -

The Remuneration Committee had met once and attended by all members for the financial year under review.

Audit Committee

The details on the composition, term of reference and summary of activities of the Audit Committee are set out on pages 17 to 19 of this Annual Report.

REINFORE INDEPENDENCE OF THE BOARD

The tenure of an Independent Director should not exceed a cumulative term of nine (9) years. However, an Independent Director may continue to serve the Board subject to his re-designation as an Independent Director. The Board must justify and seek shareholders’ approval in the event that it retains a Director as an Independent Director, a person who has served in that capacity for more than nine (9) years. As at to-date, the Board has carried out an assessment of the Independent Directors and determined that Dato’ Abdul Rahman Bin Ahmad who has served as Senior Independent Director of the Company for a cumulative of more than nine (9) years, he bring sound, independent and objective judgement to board deliberations through active participation in discussions in decision making by the Board. Dato’ Rahman has satisfied the criteria of independence and ability recognized by the Board. The Board had thus determined that Dato’ Rahman should continue to serve as independent Director.

Accordingly, the Board recommends that Dato’ Rahman seek shareholders’ approval to continue to be designated as Independent Director at the forthcoming Annual General Meeting of the Company in accordance with the recommendation of the Code.

The position of Chairman and Group Managing Director are held by different individuals. The Chairman, Dato’ Ir. Goh Nai Kooi @ Gah Mai Kwai is an executive member of the Board and is not an independent director by virtue of his substantial interest in the Company. However, the Board believes that he is well placed to act on behalf of the shareholders in their best interest and it is not necessary to nominate an independent non-executive director as Chairman at this juncture. However, the Board will continuously review and evaluate the recommendation of the Code.

FOSTER COMMITMENT OF THE DIRECTORS

The Board meets at least four (4) times a year, scheduled well in advance before the end of the preceding financial year to facilitate the Directors in planning their meeting schedule for the year. Additional meetings are convened when urgent and important decisions need to be made between scheduled meetings. Board and Board Committees’ papers are prepared by Management to provide relevant facts and analysis for the convenience of Directors. The agenda, relevant reports and Board papers are furnished to the Directors and Board Committee members in advance to allow for sufficient time for Directors to promote effective discussions and decision-making during meetings. At the quarterly Board meetings, the Board reviews the business performance of the Group and discusses major operational and financial issues. The Chairman of the Audit Committee informs the Directors at each Board meeting of any salient matters noted which require the Board’s notice or direction. All pertinent issues discussed at Board meetings in arriving at the decisions and conclusions are properly recorded by the Company Secretary by way of minutes of meetings.


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Board Meetings

The Board met four (4) times during the financial year ended 31 March 2016. The attendance record of the Directors are disclosed as follows:-

Directors AttendanceDato’ Ir. Goh Nai Kooi @ Gah Mai Kwai 4/4Dato’ Ir. Dr. Goh Yong Chee 4/4Tham Yen Thim 4/4Ir. Boey Cheng Hai 4/4Dato’ Abdul Rahman Bin Ahmad 4/4Tan Yen Yeow 4/4Lim Tze Ming 4/4

This attendance confirms members of the Board who hold multiple board representations are able to devote sufficient time to discharge their responsibilities adequately.

Directors’ Training

All the Directors have successfully completed the Mandatory Accreditation Programme as prescribed by Listing Requirements. The Directors will continue to undergo other relevant training programmes to further enhance their skills and knowledge to effectively discharge their duties as Directors. The Board of Directors also received updates and briefings, particularly on regulatory, changes in regulatory framework, industry technology, including information on significant changes in business risks and procedures, accounting, construction and property development activities.

Throughout the financial year under review, the Directors attended various training programmes covering areas that included relevant industry updates, new developments in business environment and financial updates which they have, collectively or individually, considered as useful in discharging their stewardship responsibilities. For the year under review, the Directors attended the following conference seminars and training programme:-

Course Title Organiser DateCapital Allowances – Principle And Latest

DevelopmentsMalaysian Institute of Accountants 9 July 2015

Mandatory Accreditation Programme for Directors of Public Listed Companies

Bursatra Sdn Bhd 29, 30 July 2015

Whats Next After GST Jabatan Kastam Diraja Malaysia (Seberang Jaya)

7 October 2015

Budget 2016 Tax Seminar BDO Tax Services Sdn Bhd 5 November 2015Transition to ISO 9001 : 2015 SGS (M) Sdn Bhd 22 March 2016

UPHOLD INTEGRITY IN FINANCIAL REPORTING

Financial Reporting

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 of the Company as at the end of the financial year. This shall include their operation results and cash flows for the year then ended as well. In preparing the financial statements, the Directors have ensured that applicable approved Financial Reporting Standards for entities other than private entities issued by the Malaysian Accounting Standards Board and the provisions of the Companies Act, 1965 have been applied.

The Board is assisted by the Audit Committee to oversee the Group’s financial reporting process and the quality of its financial reporting. The Audit Committee, comprising wholly Independent and Non-Executive Directors, with the Senior Independent Director as the Committee Chairman, ensures that the financial statements of the Group and Company comply with applicable financial reporting standards in Malaysia.


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Relationship with External Auditors

The Board and the Audit Committee have always maintained a professional and transparent relationship with the External Auditors in seeking professional advice and ensuring compliance with appropriate accounting standards. The External Auditors are expected to report their findings to the Audit Committee and to discuss with the Board of Directors on matters that necessitate the Board’s attention.

The Company has in place a policy to assess the suitability and independence of external auditors. To this extent, performance review of the external auditors will be conducted annually. The external auditors have confirmed and provided their written assurance to the Audit Committee that they have not identified any breach of independence and are in compliance with the independent requirements set out in the by-laws (on Professional Ethics, Conduct and Practice) for Professional Accountants of Malaysian Institute of Accountants.

RECOGNISE AND MANAGE RISKS

Risk Management and Internal Audit function

Recognising the importance of risk management, the Board continuously reviews the Group’s risk management and internal control procedures to identify and assess key risks and controls and management’s plans to mitigate or eliminate the significant risks identified.

The Board engaged an independent professional accounting and consulting firm to carry out the independent internal audit functions which are reports directly to the Audit Committee. Through the Audit Committee, the Board has established transparent relationship with the internal auditors. Details of the Company’s internal control system and its framework including the scope of work during the financial year under review is provided in the Statement on Risk Management and Internal Control of the Group set out on pages 20 to 21 of this Annual Report.

ENSURE TIMELY AND HIGH QUALITY DISCLOSURE

The Board recognises the need for comprehensive, timely and accurate disclosures of all material Company information to the public so as to ensure a credible and responsible market in which participants conduct themselves with the highest standards of due diligence and investors have access to timely and accurate information to facilitate the evaluation of securities.

During the financial year under review, the Board has undertaken means of formalising its existing internal corporate disclosure policies and procedures not only to comply with the disclosure requirements as stipulated in the Listing Requirements, but also in setting out the protocols for disclosing material information to shareholders and stakeholders.

STRENGTHEN RELATIONSHIP BETWEEN COMPANY AND SHAREHOLDERS

Relationship with Shareholders

The Board recognises the need for transparency and accountability to the Company’s shareholders as well as regular communication with its shareholders, stakeholders and investors on the performance and major developments in the Company. Notice of the Annual General Meeting and Annual Report are sent out with sufficient notice before the date of the meeting. The Explanatory Notes on the proposed resolution under Special Business are provided to help the shareholders to decide on their vote on the resolution. Where Extraordinary General Meetings are held to obtain shareholders’ approval on certain business or corporate proposals, comprehensive circulars to shareholders would be sent within prescribed deadlines in accordance with regulatory and statutory provisions.

All shareholders, including private investors, have an opportunity to participate in discussion with the Board on matters relating to the Company’s operation and performance at the Company’s Annual General Meeting. Alternatively, they may obtain the Company’s latest announcement such as quarterly financial results, corporate announcements via the Bursa Malaysia Securities Berhad’s website at www.bursamalaysia.com. In addition, the Company maintains a website at www.jmr.com.my which is updated regularly for shareholders and the public to access information about the Group.


15


Annual General Meeting (“AGM”)

The AGM is the principal forum for dialogue and interaction with its shareholders. Shareholders are encouraged to participate in discussion pertaining to the operations and financial aspects of the Group. The Board members are available to respond to all queries and under take to provide clarification on issue raised by shareholders. The External Auditors are also present to provide their professional and independent clarification on queries raised by shareholders.

Shareholders are invited to ask questions regarding the resolutions being proposed before putting a resolution to vote as well as matters relating to the Group’s operations in general. All the resolutions set out in the Notice of the AGM were put to vote by poll and were duly passed. The outcome of the AGM was announced to Bursa on the same day.

COMPLIANCE WITH THE PRINCIPLES AND RECOMMENDATIONS OF THE CODE

For the year ended 31 March 2016, the Group has compiled substantially with the Principles and Recommendations of the Code insofar as applicable and described herein.

This statement is issued in accordance with a resolution of the Directors dated 11 July 2016.


16

Audit Committee Report

Members of the Audit Committee

The Audit Committee comprises the following directors:-


MembersDato’ Abdul Rahman Bin AhmadSenior Independent and Non-Executive Director

Ir. Boey Cheng HaiIndependent and Non-Executive Director

Terms of Reference

Membership

The Audit Committee shall comprise at least three (3) Non-Executive Directors appointed by the Board of Directors. All the members of the Audit Committee must be Non-Executive Directors, with a majority of them being Independent Directors. All members of the Audit Committee shall be financially literate and at least one (1) member:-

i. must be a member of the Malaysian Institute of Accountants; orii. if he is not a member of the Malaysian Institute of Accountants, he must have at least three (3) years’ working experience and; • he must have passed the examinations specified in Part 1 of the 1st Schedule of the Accountants Act 1967; or • he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Accountants Act 1967; oriii. fulfills such other requirements as prescribed by Bursa Malaysia Securities Berhad.

The members of the Audit Committee shall elect a Chairman from amongst their members who must be an Independent, Non-Executive Director. No Alternate Director can be appointed as a member of the Audit Committee.

In the event of any vacancy in the Committee, the Board must fill the vacancy within three (3) months, appoint such number of new members as may be required to make up the minimum of three (3) members.

Meeting and Minutes

The Audit Committee shall meet at least four (4) times a year. In order to form a quorum in respect of a meeting of an Audit Committee, the majority of members present must be Independent Directors.

The Committee may invite the External and Internal Auditors, any other Directors or senior management staffs of the Company to be in attendance during the meetings to assist in its deliberations.

Upon request by the External Auditors, the Chairman shall convene a meeting of the Committee to consider any matters the External Auditors believe should be brought to the attention of the Directors or the shareholders of the Company. The Audit Committee shall meet the External Auditors without the presence of any Executive Directors or Senior Management, at least twice a year.

The Company Secretary shall be the Secretary of the Audit Committee. Minutes of each meeting shall be distributed to each member of the Audit Committee and all members of the Board. The Audit Committee Chairman shall report each meeting to the Board.


17

Audit Committee Report (cont’d)

Authority of Audit Committee

The Committee is empowered by the Board to investigate any activity within its term of reference. It shall:-

• Have authority to investigate any matter within its terms of reference.• Have full and unrestricted access to any information pertaining to the Group, and all employees are directed to co-operate with any

request made by the Committee.• Have direct communication channels with both the External and Internal Auditors or any person(s) carrying out the internal audit

functions or activities.• Seek independent professional advice, whenever required.• Have the resources which are required to perform its duties.

Duties of Audit Committee

The duties of the Audit Committee are as follows:-

• To monitor any potential conflict of interest situation that may arise within the Group, including any transaction, procedure or course of conduct that raises the questions of management integrity.

• To review announcements, quarterly reports and the annual financial statements before submission to the Board for approval.• To determine with Internal Auditors, the function and scope of internal audit and to review reports and findings by Internal Auditors,

in the absence of management staff if deemed necessary.• To review the assistance given by the Company’s employees to the External Auditors.• To review with External Auditors, the annual audit plan which states the scope and nature of their audit, their audit findings and audit

report.• To review with the Internal and External Auditors, their evaluation of internal control systems, their management letters and

management’s response, in the absence of management staff if deemed necessary.• To report promptly to the Bursa Malaysia Securities Berhad on any matter reported by it to the Board of Directors which has not been

satisfactorily resolved and resulting in a breach of the relevant rules and regulations.• To recommend and review the appointment and resignation of the Internal and External Auditors and their fees.• Other functions as may be agreed by the Audit Committee and the Board of Directors hereafter.

Summary of Activities

There were four (4) Audit Committee meetings held during the financial year. The following details the attendance record of the Audit Committee members:-

Members AttendanceTan Yen Yeow 4/4Dato’ Abdul Rahman Bin Ahmad 4/4Ir. Boey Cheng Hai 4/4

The activities of the Audit Committee during the financial year under review are as follows:-

• Reviewed the audit plan, the nature and scope of the audit with the Internal and External Auditors and their related fees.• The Committee meets with the External Auditors without Executive Board Members present twice during the financial year under

review.• Discussed the audit findings and recommendations made by the Internal and External Auditors on systems of internal control,

reviewed Management Letter, and follow up with corrective action taken by the Management.• Reviewed the unaudited quarterly report of the Group and annual financial statements before recommendation to the Board for

consideration and approval.• Reviewed the Group compliance with the Bursa Malaysia Securities Berhad Main Market Listing Requirements, Financial Reporting

Standards issued by the Malaysian Accounting Standards Board and other relevant legal and regulatory requirements.• Reviewed the Audit Committee’s Report and Statement on Risk Management and Internal Control for inclusion in the Annual Report.


18

Audit Committee Report (cont’d)

Internal Audit Function

The Company’s internal audit function is carried out by BDO Governance Advisory Sdn. Bhd., an independent professional accounting and consulting firm. It reports directly and provides the Committee with independent and objective assurance on the adequacy and integrity of its system of internal controls and the extent of compliance towards the Group’s existing policies and procedures, applicable laws and regulations.

The total cost incurred in relation to the conduct of the internal audit functions of the Group during the financial year ended 31 March 2016 amounted to RM30,749.


19

Statement On Risk Management And Internal Control

INTRODUCTION

The Malaysian Code of Corporate Governance 2012 requires listed companies to maintain a sound system risk management and internal control to safeguard shareholders’ investment and the Group’s assets.

Guided by the Statement on Risk Management and Internal Control: Guidelines for Directors of Listed Issuers, the Board of Director of JMR Conglomeration Berhad is pleased to present the Statement on Risk Management and Internal Control which is prepared in accordance with Paragraph 15.26(b) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

RESPONSIBILITY FOR RISK MANAGEMENT AND INTERNAL CONTROL

The Board recognises its overall responsibility for the Group’s risk management and internal control for reviewing the adequacy and integrity of those systems. In view of the limitations that are inherent in any systems of risk management and internal control, the said systems are designed to manage risk within tolerable levels rather than eliminate the risk of failure to achieve business objectives. Hence, such system by its nature can only provide reasonable and not absolute assurance against material misstatement, error or losses.

The Board has established an ongoing process for identifying, evaluating and managing the significant risks faced, or potentially exposed to, by the Group in pursuing its business objectives. The Board regards risk management activities as an integral part of the Group’s business practices, which is carried out throughout the year under review and not in isolation.

RISK MANAGEMENT

The Board and the management practice proactive significant risks identification in the processes and activities of the Group, particularly in major proposed transactions, changes in nature of activities and/or operating environment, or venturing into new operating environment which may entail different risks, and put in place the appropriate risk response strategies and controls until those risks are managed to, and maintained at, a tolerance level acceptable by the Board.

As part of the risk management process, a Risk Management Framework had been established, and it summarised the risk management methodology, approach and processes, roles and responsibilities, and various risk management concept. A Risk Management Working Committee comprising heads of department lead by the Group Managing Director is established to manage and mitigate the risks faced by the Group. This process has been in place throughout the financial year and up to the date of approval of the annual report. The adequacy and effectiveness of this process have been continually reviewed by the Board and are in accordance with the said Guidelines in respect of risk management and internal control.

INTERNAL AUDIT

The Board acknowledges the importance of internal audit function and has outsourced its internal audit function to an independent professional accounting and consulting firm, BDO Governance Advisory Sdn Bhd as part of its efforts to provide adequate and effective internal control systems. The performance of internal audit function is carried out as per the annual audit plan approved by the Audit Committee.

The internal audit adopts a risk-based approach in developing its audit plan which addresses all the core auditable areas of the Group based on their risk profile. The audit focuses on high risk area to ensure that an adequate action plan has in place to improve the internal controls. The audit ascertains that the risks are effectively mitigated by the controls.

On a half yearly basis or earlier as appropriate, the internal auditors report to the Audit Committee on areas for improvement. During the financial year, the internal auditors carried out reviews on the following areas to assess the adequacy and effectiveness of internal controls process, i.e. procurement and management of information system. The internal auditors highlighted their observations of the controls, recommendations and management action plans have been reported to the Audit Committee. The highlighted areas will be followed up closely to determine the extent of their recommendations that have been implemented by the management.


20

Statement On Risk Management And Internal Control (cont’d)

INTERNAL CONTROL

Apart from risk management and internal audit, the Group has put in place the following key elements of internal control:

• An organization structure with well-defined scopes of responsibility, clear lines of accountability, and appropriate levels of delegated authority;

• A process of hierarchical reporting which provides a documented and auditable trail of accountability; • A set of documented internal policies and procedures which is subject to regular review and improvement;• Regular and comprehensive information provided to management, covering financial and operational performance and key business

indicators, for effective monitoring and decision making;• Monthly monitoring of results against budget, with major variances being followed up and management action taken, where necessary;

and• Regular visits to operating units by members of the Board and senior management.

REVIEW OF THIS STATEMENT BY EXTERNAL AUDITORS

As required by Paragraph 15.23 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the external auditors have reviewed this Statement on Risk Management and Internal Control. Their review was performed in accordance with Recommended Practice guide (“RPG”) 5 issued by the Malaysian Institute of Accountants. RPG 5 does not require the external auditors to form an opinion on the adequacy and effectiveness of the risk management and internal control systems of the Group.

CONCLUSION

The Board has received assurance from the Group Managing Director that the Group’s risk management and internal control systems have been operating adequately and effectively, in all material aspects, during the financial year under review and up to date of this statement. Taking this assurance into consideration, the Board is of the view that there were no significant weaknesses in the current systems of risk management and internal control of the Group that may have material impact on the operations of the Group for the financial year ended 31 March 2016. The Board and the management will continue to take necessary measures and ongoing commitment to strengthen and improve its internal control environment and risk management. This statement is issued in accordance with a resolution of the Directors dated 11 July 2016.


21

Other Information

Utilisation of Proceeds Raised from Corporate Proposal

During the financial year, there were no proceeds raised by the Group from any corporate proposals.

Share Buybacks

The Company did not enter into any share buybacks transactions during the financial year.

Options or Convertible Securities

No options or convertible securities were exercised during the financial year.

Depository Receipt Programme

The Company did not sponsor any depository receipt programme during the financial year.

Imposition of Sanctions and Penalties

There were no sanctions nor material penalties imposed on the Company and its subsidiaries, Directors or Management by the relevant regulatory bodies during the financial year.

Non-Audit Fees

There were no non-audit fees paid to the External Auditors by the Group during the financial year.

Profit Guarantee

There were no profit guarantees given by the Company during the financial year.

Profit Estimates, Forecast or Projections

The Company did not issue any profit estimates, forecast or projections. There was no significant variance between the audited results for the financial year and the unaudited results previously released by the Group.

Material Contracts Involving Directors and Major Shareholders

There were no material contracts (not being contracts entered into in the ordinary course of business) entered into by the Company and/or its subsidiaries, involving Directors’ and major shareholders’ interests during the financial year.

Revaluation Policy on Landed Properties

The Company and the Group does not adopt a policy on regular revaluation of its landed properties.


22

Directors' Report

The Directors have pleasure in submitting their report and the audited financial statements of the Group and of the Company for the financial year ended 31 March 2016.

Principal activities The Company is principally involved in investment holding and providing management services. The principal activities of its subsidiaries are as disclosed in Note 15 to the financial statements.

There have been no significant changes in the nature of the activities of the Group and of the Company during the financial year.

Results Group Company

RM RMProfit for the financial year attributable to:Owners of the Company 4,741,971 1,602,495Non-controlling interests 7,891 -

4,749,862 1,602,495

Reserves and provisions

There were no material transfers to or from reserves and provisions during the financial year other than those disclosed in the financial statements.

Dividends

In the previous financial year, the Directors declared an interim single tier exempt dividend of 3 sen per share on 126,784,397 ordinary shares amounting to RM3,803,532 that was paid on 27 April 2015. No other dividend has been paid or declared by the Company since then. The Directors do not recommend any final dividend to be paid in respect of the current financial year.

Directors The Directors who have held office since the date of the last report are:

Dato’ Ir. Goh Nai Kooi @ Gah Mai KwaiDato’ Ir. Dr. Goh Yong CheeTham Yen ThimIr. Boey Cheng HaiDato’ Abdul Rahman Bin AhmadTan Yen Yeow Lim Tze Ming


23

Directors' Report (cont’d)

Directors’ interest in shares

The shareholdings in the Ordinary Shares of the Company and of its related corporations (other than wholly-owned subsidiaries) of those who were Directors at the end of the financial year, as recorded in Register of Director’s Shareholding kept by the Company under Section 134 of the Companies Act, 1965 in Malaysia, were as follows:

Number of ordinary shares of RM1 eachBalance at Balance at

The Company 01.04.2015 Bought Sold 31.03.2016

Direct interest:Dato’ Ir. Dr. Goh Yong Chee 2,957,300 - - 2,957,300Dato’ Ir. Goh Nai Kooi @ Gah Mai Kwai 6,585,650 2,564,300 - 9,149,950Ir. Boey Cheng Hai 491,846 2,000,000 - 2,491,846Tham Yen Thim 334,000 - - 334,000

Indirect interest:= Dato’ Ir. Dr. Goh Yong Chee 65,393,877 - - 65,393,877+ Dato’ Ir. Goh Nai Kooi @ Gah Mai Kwai 69,226,577 931,300 - 70,157,877

Number of ordinary shares of RM1 eachJMR Consolidated Holdings Sdn. Bhd. Balance at Balance at(Holding Company) 01.04.2015 Bought Sold 31.03.2016

Direct interest:Dato’ Ir. Goh Nai Kooi @ Gah Mai Kwai 7,682,471 629,009 - 8,311,480Dato’ Ir. Dr. Goh Yong Chee 1,575,783 - - 1,575,783Dato’ Abdul Rahman Bin Ahmad 629,009 - 629,009 -

Indirect interest:+ Dato’ Ir. Goh Nai Kooi @ Gah Mai Kwai 65,106,298 - - 65,106,298= Dato’ Ir. Dr. Goh Yong Chee 70,733,558 - - 70,733,558# Tham Yen Thim 5,736,477 - - 5,736,477

+ Deemed interest through corporate shareholders and his spouse and daughter.= Deemed interest through corporate shareholders and his spouse.# Deemed interest through corporate shareholders.

By virtue of their interests in the shares of the Company and the holding company, the Directors mentioned above are also deemed to be interested in the shares of all the subsidiaries of the Company and holding company to the extent that the Company and the holding company respectively have an interest.

None of the other Directors in office at the end of the financial year had any interest in shares of the Company and its related companies during the financial year.

Directors' benefits

Since the end of the previous financial year, no Director of the Company has received nor become entitled to receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by Directors as shown in the financial statements) by reason of a contract made by the Company or a related corporation with the Directors or with a firm of which the Director is a member, or with a company in which the Director has a substantial financial interest other than as disclosed in Note 28 to the financial statements.


24


Directors’ benefits (continued)

There were no arrangements during or at the end of the financial year, which had the object of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of the Company or any other body corporate.

Issue of shares and debentures

There were no changes in the authorised, issued and paid-up capital of the Company during the financial year.

There were no debentures issued during the financial year.

Options granted over unissued shares

No options were granted to any person to take up unissued shares of the Company during the financial year.

Other statutory information Before the financial statements of the Group and of the Company were made out, the Directors took reasonable steps to ascertain that:

(i) proper action had been taken in relation to the writing off of bad debts and the making of provision for doubtful debts and have satisfied themselves that there are no known bad debts and that adequate provision had been made for doubtful debts; and

(ii) all current assets have been stated at the lower of cost and net realisable value.

At the date of this report, the Directors are not aware of any circumstances:

(i) which would necessitate the writing off of bad debts or render the amount of the provision for doubtful debts inadequate to any material extent; or

(ii) which would render the value attributed to current assets in the financial statements of the Group and of the Company misleading; or

(iii) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate; or

(iv) not otherwise dealt with in this report or the financial statements, which would render any amount stated in the financial statements of the Group and of the Company misleading.

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

(i) any charge on the assets of the Group and of the Company that has arisen since the end of the financial year and which secures the liabilities of any other person except as disclosed in Note 25 to the financial statements; or

(ii) any contingent liability in respect of the Group and of the Company that has arisen since the end of the financial year except as

disclosed in Note 29 to the financial statements.

No contingent liability or other liability of the Group and of the Company has become enforceable, or is likely to become enforceable within the period of twelve months after the end of the financial year which, in the opinion of the Directors, will or may substantially affect the ability of the Group and of the Company to meet their obligations as and when they fall due. In the opinion of the Directors, the financial performance of the Group and of the Company for the financial year ended 31 March 2016 have not been substantially affected by any item, transaction or event of a material and unusual nature nor has any such item, transaction or event occurred in the interval between the end of the financial year and the date of this report.


25


Holding company

The Directors regard JMR Consolidated Holdings Sdn. Bhd., a company incorporated in Malaysia, as the holding company.

Auditors The auditors, Messrs PKF, have indicated their willingness to continue in office.

Signed on behalf of the Boardin accordance with a resolution of the Directors,

DATO’ IR. GOH NAI KOOI @ GAH MAI KWAI THAM YEN THIM

Penang

11 July 2016


26

Statement By DirectorsPursuant To Section 169 (15) Of The Companies Act, 1965 in Malaysia

In the opinion of the Directors, the accompanying financial statements as set out on pages 30 to 88 are drawn up in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia, so as to give a true and fair view of the financial position of the Group and of the Company as at 31 March 2016 and of their financial performance and cash flows for the financial year ended on that date.

The supplementary information as set out in Note 34 to the financial statements is disclosed to meet the requirement of Bursa Malaysia Securities Berhad. The Directors are responsible for the preparation of the supplementary information in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants (“MIA Guidance”) and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad.

Signed on behalf of the Boardin accordance with a resolution of the Directors,

DATO’ IR. GOH NAI KOOI @ GAH MAI KWAI THAM YEN THIM

Penang

11 July 2016

Statutory DeclarationPursuant To Section 169 (16) Of The Companies Act, 1965 in Malaysia

I, DATO’ IR. DR. GOH YONG CHEE being the Director primarily responsible for the financial management of JMR CONGLOMERATION BHD., do solemnly and sincerely declare that to the best of my knowledge and belief, the financial statements as set out on pages 30 to 88 are in my opinion correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared by the above named at GEORGETOWN in the State of PENANG on 11 July 2016

)))

DATO’ IR. DR. GOH YONG CHEE

Before me,

COMMISSIONER FOR OATHS


27

Independent Auditors’ ReportTo the members of JMR Conglomeration Bhd. and its Subsidiaries

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of JMR CONGLOMERATION BHD., which comprise the Statements of Financial Position as at 31 March 2016 of the Group and of the Company, and the Statements of Comprehensive Income, Statements of Changes in Equity and Statements of Cash Flows of the Group and of the Company for the financial year then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages 30 to 88.

Directors’ Responsibility for the Financial Statements

The Directors of the Company are responsible for the preparation of financial statements that give a true and fair view in accordance with Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia, and for such internal control as the Directors determine are necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal controls relevant to the entity’s preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements give a true and fair view of the financial position of the Group and of the Company as at 31 March 2016 and of their financial performance and their cash flows for the financial year then ended in accordance with Financial Reporting Standards, and the requirements of the Companies Act, 1965 in Malaysia.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following:

a) In our opinion, the accounting and other records and the registers required by the Companies Act, 1965 in Malaysia to be kept by the Company and its subsidiaries, of which we have acted as auditors, have been properly kept in accordance with the provisions of the Act.

b) We have considered the financial statements and the auditors’ reports of all the subsidiaries for which we have not acted as auditors in Note 15 to the financial statements.

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

d) The auditor reports on the financial statements of the subsidiaries did not contain any qualification or any adverse comment made under Section 174(3) of the Act.


28

Independent Auditors’ Report (cont’d)To the members of JMR Conglomeration Bhd. and its Subsidiaries

OTHER REPORTING RESPONSIBILITIES

The supplementary information set out in Note 34 to the financial statements is disclosed to meet the requirement of Bursa Malaysia Securities Berhad. The Directors are responsible for the preparation of the supplementary information in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants (“MIA Guidance”) and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad.

OTHER MATTERS

This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

PKF BRIAN WONG WYE PONGAF 0911 2610/04/17 (J)CHARTERED ACCOUNTANTS CHARTERED ACCOUNTANT

Kuala Lumpur11 July 2016


29

Statements Of Comprehensive IncomeFor The Financial Year Ended 31 March 2016

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

Group Company2016 2015 2016 2015

Note RM RM RM RM

Revenue 3 29,516,814 56,826,861 2,600,000 4,200,000Cost of sales 4 (17,941,773) (41,852,208) - -

Gross profit 11,575,041 14,974,653 2,600,000 4,200,000Other income 1,469,693 1,066,849 - -Distribution costs (66,574) (484,048) - -Administrative expenses (6,930,488) (12,248,267) (427,629) (952,547)Share of profit/(loss)of associates 1,838,580 (112,485) - -

Profit from operations 6 7,886,252 3,196,702 2,172,371 3,247,453Finance costs 7 (959,600) (657,658) - -

Profit before tax 6,926,652 2,539,044 2,172,371 3,247,453Tax expense 8 (2,176,790) (1,661,314) (569,876) -

Profit and total comprehensive income for the year 4,749,862 877,730 1,602,495 3,247,453

Profit for the year attributable to:Owners of the Company 4,741,971 877,819 1,602,495 3,247,453Non-controlling interests 7,891 (89) - -

4,749,862 877,730 1,602,495 3,247,453

Total comprehensive income attributable to:Owners of the Company 4,741,971 877,819 1,602,495 3,247,453Non-controlling interests 7,891 (89) - -

4,749,862 877,730 1,602,495 3,247,453

Earnings per share:Basic (sen per share) 9 3.74 0.69


30

Statements Of Financial PositionAs At 31 March 2016


Group Company2016 2015 2016 2015

Note RM RM RM RM

ASSETSNon-current assetsProperty, plant and equipment 10 25,393,544 18,049,081 - -Investment properties 11 13,505,406 13,630,303 3,676,000 3,676,000Prepaid lease payments on leasehold land 12 1,742,551 1,787,389 - -Land held for property development 13 32,860,949 29,215,649 - -Goodwill 14 592,354 592,354 - -Investments in subsidiaries 15 - - 84,296,837 91,439,948Investments in associates 16 896,925 738,345 559,769 559,769Trade and non-trade receivables 17 - - 2,423,951 2,600,482

74,991,729 64,013,121 90,956,557 98,276,199

Current assetsInventories 18 15,262,825 21,290,433 - -Property development costs 19 26,275,284 13,487,965 - -Trade and non-trade receivables 17 11,770,668 20,514,246 4,490,859 4,500Tax recoverable 2,087,979 2,047,971 - -Short term deposits with licensed banks 20 1,029,816 919,209 - -Cash and bank balances 21 3,412,910 5,399,075 263,943 534,150

59,839,482 63,658,899 4,754,802 538,650

TOTAL ASSETS 134,831,211 127,672,020 95,711,359 98,814,849


31

Statements Of Financial Position (cont’d)As At 31 March 2016


Group Company2016 2015 2016 2015

Note RM RM RM RM

EQUITY AND LIABILITIESEquity attributable to owners of the CompanyShare capital 22 126,784,397 126,784,397 126,784,397 126,784,397Accumulated losses (25,922,839) (30,664,918) (31,433,484) (33,035,979)

100,861,558 96,119,479 95,350,913 93,748,418Non-controlling interests 23 199,194 130,082 - -

TOTAL EQUITY 101,060,752 96,249,561 95,350,913 93,748,418

Non-current liabilitiesTrade and non-trade payables 24 - - - 941,018Borrowings 25 1,521,992 446,543 - -Deferred tax liabilities 26 785,688 800,270 - -

2,307,680 1,246,813 - 941,018

Current liabilitiesTrade and non-trade payables 24 10,520,136 16,428,336 119,881 3,916,808Borrowings 25 20,677,215 13,466,619 - -Tax payable 265,428 280,691 240,565 208,605

31,462,779 30,175,646 360,446 4,125,413

TOTAL LIABILITIES 33,770,459 31,422,459 360,446 5,066,431

TOTAL EQUITY AND LIABILITIES 134,831,211 127,672,020 95,711,359 98,814,849


32

Statements Of Changes In EquityFor The Financial Year Ended 31 March 2016


Attributable to equity holders of the Company Non-

distributable Distributable

NoteShare capital

Accumulated losses Total

Non-controlling interests Total

RM RM RM RM RMGroupAt 1 April 2014 126,784,397 (27,739,612) 99,044,785 135,578 99,180,363Profit for the financial year - 877,819 877,819 (89) 877,730Dividends 27 - (3,803,532) (3,803,532) - (3,803,532)Effect of change in stake of

investment in subsidiary - 407 407 (5,407) (5,000)

At 31 March 2015 126,784,397 (30,664,918) 96,119,479 130,082 96,249,561Profit for the financial year - 4,741,971 4,741,971 7,891 4,749,862Acquisition of subsidiary - - - 60,829 60,829Effect of change in stake of

investment in subsidiary - 108 108 392 500

At 31 March 2016 126,784,397 (25,922,839) 100,861,558 199,194 101,060,752

Non-distributable Distributable

Share Accumulatedcapital losses Total

Note RM RM RMCompanyAt 1 April 2014 126,784,397 (32,479,900) 94,304,497Profit for the financial year - 3,247,453 3,247,453Dividends 27 - (3,803,532) (3,803,532)

At 31 March 2015 126,784,397 (33,035,979) 93,748,418Profit for the financial year - 1,602,495 1,602,495

At 31 March 2016 126,784,397 (31,433,484) 95,350,913


33

Statements Of Cash FlowsAs At 31 March 2016


Group Company2016 2015 2016 2015

Note RM RM RM RM

Cash flows from operating activitiesProfit before tax 6,926,652 2,539,044 2,172,371 3,247,453Adjustments for:Amortisation of prepaid lease payments on leasehold land 44,838 44,839 - -Amortisation cost - - 81,176 624,839Bad debts written off 215,000 - - -Depreciation of:- property, plant and equipment 301,770 465,578 - -- investment properties 124,897 124,895 - -Deposits forfeited 5,000 - - -Impairment loss on- trade receivables 1,039,853 - - -- non-trade receivables 9,000 - - -Interest expense 959,600 657,658 - -Inventories written down - 6,265,684 - -Bargain purchase from acquisition of a subsidiary (352,552) - - -Property, plant and equipment written off 1,437 2,751 - -Share of (profit)/loss of associates (1,838,580) 112,485 - -Gain on disposal of:- property, plant and equipment - (431,000) - -Gross dividend income - - (2,600,000) (4,200,000)Interest income (99,628) (68,770) - -Reversal of impairment loss on trade receivables (23,000) (20,000) - -Unrealised loss on foreign exchange 7,282 - - -

Operating profit/(loss) before working capital changes 7,321,569 9,693,164 (346,453) (327,708)


34

Statements Of Cash Flows (cont’d)As At 31 March 2016


Group Company2016 2015 2016 2015

Note RM RM RM RM

Operating profit/(loss) before working capital changes 7,321, 569 9,693,164 (346,453) (327,708)

Decrease/(Increase) in inventories 6,088,588 (26,215,768) - -(Increase)/Decrease in property development costs (16,257,769) 22,728,590 - -Decrease in receivables 7,497,725 1,910,712 - -(Decrease)/Increase in payables (12,486,101) 161,223 (4,737,945) (759,635)Decrease/(Increase) in Housing and Development

accounts 668,612 (59,650) - -

Cash (used in)/from operations (7,167,376) 8,218,271 (5,084,398) (1,087,343)Interest received 10,683 59,269 - -Interest paid (796,369) (599,718) - -Tax refunded 1,874,170 462,333 - -Tax paid (4,120,813) (3,379,389) (537,916) -

Net cash (used in)/from operating activities (10,199,705) 4,760,766 (5,622,314) (1,087,343)

Cash flows from investing activitiesDividends received 1,700,000 - 2,600,000 4,200,000Interest received 88,945 9,501 - -Proceeds from disposal of:- property, plant and equipment - 431,000 - -- land held for development - 3,937,326 - -- shares in a subsidiary 500 - - -Payments for land held for property development (235,830) (6,209,115) - -Acquisition of an associate (20,000) - - -Acquisition of property, plant and equipment (698,757) (2,962,045) - -Net inflows/(outflows) in acquisition on subsidiaries 35,087 (5,000) (11,998) (545)Net advances to subsidiaries - - 2,764,105 (2,729,227)

Net cash from/(used in) investing activities 869,945 (4,798,333) 5,352,107 1,470,228


35

Statements Of Cash Flows (cont’d)As At 31 March 2016

Group Company2016 2015 2016 2015

Note RM RM RM RM

Cash flows from financing activitiesShort term deposits held as security (110,607) (9,501) - -Drawdown from borrowings 1,800,000 - - -Decrease in borrowings (2,381,627) (927,153) - -Interest paid (163,231) (57,940) - -

Net cash used in financing activities (855,465) (994,594) - -

Net (decrease)/increase in cash and cash equivalents (10,185,225) (1,032,161) (270,207) 382,885

Cash and cash equivalents at 1 April (6,845,839) (5,813,678) 534,150 151,265

Cash and cash equivalents at 31 March (i) (17,031,064) (6,845,839) 263,943 534,150

Notes: (i) Cash and cash equivalents

Cash and cash equivalents comprise the following:

Group Company2016 2015 2016 2015RM RM RM RM

Cash and bank balances * 2,878,522 4,196,075 263,943 534,150Less: Bank overdrafts (Note 25) (19,909,586) (11,041,914) - -

(17,031,064) (6,845,839) 263,943 534,150

* Net of bank balance under Housing and Development accounts (Note 21)



36

Notes To The Financial StatementsAt 31 March 2016

1. Basis of preparation

The financial statements of the Group and of the Company have been prepared in accordance with Financial Reporting Standards (“FRSs”) and the requirements of the Companies Act, 1965, in Malaysia.

The accompanying financial statements have been prepared assuming that the Group and the Company will continue as going concerns which contemplates the realisation of assets and settlement of liabilities in the normal course of business.

(a) Standards issued and effective

The following new and amended FRSs and IC Interpretations are mandatory for annual financial periods beginning on or after 1 April 2015.

Description

Effective for annual periods

beginning on or after

• Amendments to FRS 119: Defined benefit plans: Employee Contributions 1 July 2014

• Annual improvements to FRSs 2010 – 2012 cycle: - FRS 2, Share-based payment 1 July 2014 - FRS 3, Business combinations 1 July 2014 - FRS 8, Operating Segments 1 July 2014 - FRS 116, Property, plant and equipment 1 July 2014 - FRS 124, Related party disclosures 1 July 2014 - FRS 138, Intangible assets 1 July 2014• Annual improvements to MFRSs 2011 – 2013 cycle, amendments to

• FRS 3, Business combinations 1 July 2014• FRS 13, Fair value measurement 1 July 2014• FRS 140, Investment property 1 July 2014

The Directors expect that the adoption of the new and amended FRSs and IC Interpretations above will have no material impact on the financial statements in the period of initial application.

(b) Standards issued but not yet effective

The Group and the Company have not adopted the following standards and interpretations that have been issued but not yet effective:

Description



• FRS 14, Regulatory Deferral Accounts 1 January 2016• Amendments to FRS 10, Consolidated Financial Statements: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture 1 January 2016• Amendments to FRS 10, Consolidated Financial Statements: Investment Entities – Applying the Consolidation Exception 1 January 2016• Amendments to FRS 11, Joint Arrangements: Accounting for Acquisitions of Interest in Joint Operations 1 January 2016


37

Notes To The Financial Statements (cont’d)At 31 March 2016

1. Basis of preparation (continued)

(b) Standards issued but not yet effective (continued)

Description



• Amendments to FRS 12, Disclosure of Interest in Other Entities: Investment Entities: Investment Entities – Applying the Consolidation Exception 1 January 2016• Amendments to FRS 101, Presentation of Financial Statements: Disclosure Initiative 1 January 2016• Amendments to FRS 116, Property, Plant and Equipment: Clarification of Acceptable Methods of Depreciation and Amortisation 1 January 2016• Amendments to FRS 128, Investment in Associates: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture Deferred• Amendments to FRS 128, Investment in Associates: Investment Entities – Applying the Consolidation Exception 1 January 2016• Amendments to FRS 138, Intangible Assets: Clarification of Acceptable Methods of Depreciation and Amortisation 1 January 2016• Annual improvements to FRSs 2012 – 2014 cycle, amendments to - FRS 5, Non-current Assets Held for Sale and Discontinued operations 1 January 2016 - FRS 7, Financial Instruments : Disclosures 1 January 2016 - FRS 119, Employee Benefits 1 January 2016 - FRS 134, Interim Financial Reporting 1 January 2016• Amendments to FRS 107, Statement of Cash Flows: Disclosure Initiative 1 January 2017• Amendments to FRS 112, Deferred Tax: Recovery of Underlying A ssets – Recognition of Deferred Tax For Unrealised Losses 1 January 2017• FRS 9, Financial Instruments 1 January 2018

The initial adoption of the accounting standards, amendments or IC Interpretations above will have no material impacts on the financial statements of the Group and of the Company.

Malaysian Financial Reporting Standards (MFRS Framework)

The MFRS Framework is to be applied by all Entities Other Than Private Entities for annual periods beginning on or after 1 January 2012, with the exception of entities that are within the scope of MFRS 141 Agriculture and IC Interpretation 15 Agreements for Construction of Real Estate (IC 15), including its parent, significant investor and venturer (herein referred as “Transitioning Entities”).

Based on the MASB announcement on 2 September 2014, Transitioning Entities will be allowed to defer the adoption of the new MFRS Framework from the previous adoption date of 1 January 2014 to 1 January 2017. Consequently, the adoption of the MFRS Framework by Transitioning Entities will be mandatory for annual periods beginning on or after 1 January 2017.

(c) Basis of measurement

The financial statements have been prepared on the historical cost basis other than as disclosed in Note 2 to the financial statements.


38



(d) Critical accounting estimates and judgements

Estimates and judgements are continually evaluated by the Directors and management and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The estimates and judgements that affect the application of the Group’s and of the Company’s accounting policies and disclosures, and have a significant risk of causing a material adjustment to the carrying amounts of assets, liabilities, income and expenses are discussed below:

(i) Income Taxes

There are certain transactions and computations for which the ultimate tax determination may be different from the initial estimate. The Group and the Company recognise tax liabilities based on its understanding of the prevailing tax laws and estimates of whether such taxes will be due in the ordinary course of business. Where the final outcome of these matters is different from the amounts that were initially recognised, such difference will impact the income tax and deferred tax provisions in the year in which such determination is made.

(ii) Depreciation of Property, Plant and Equipment

The estimates for the residual values, useful lives and related depreciation charges for the property, plant and equipment are based on commercial and production factors which could change significantly as a result of technical innovations and competitors’ actions in response to the market conditions.

The Group and the Company anticipate that the residual values of its property, plant and equipment will be insignificant. As a result, residual values are not being taken into consideration for the computation of the depreciable amount.

Changes in the expected level of usage and technological development could impact the economic useful lives and the residual values of these assets, therefore future depreciation charges could be revised.

(iii) ImpairmentofNon-financialAssets

When the recoverable amount of an asset is determined based on the estimated value in use of the cash-generating unit to which the asset is allocated, the management is required to make an estimate of the expected future cash flows from the cash generating unit and also to apply a suitable discount rate in order to determine the present value of those cash flows.

(iv) Allowance for Inventories

Reviews are made periodically by management on damaged, obsolete and slow moving inventories. These reviews require judgement and estimates. Possible changes in these estimates could result in revisions to the valuation of inventories.

(v) Fair Value Estimates for Certain Financial Assets and Liabilities

The Group and the Company carry certain financial assets and liabilities at fair value, which requires use of accounting estimates and judgement. While significant components of fair value measurement were determined using verifiable objective evidence, the amount of changes in fair value would differ if the Group and the Company use different valuation methodologies. Any changes in fair value of these assets and liabilities would affect profit and/or equity.


39



(d) Critical accounting estimates and judgements (continued)

(vi) Impairment of Trade and Non-trade Receivables

An impairment loss is recognised when there is an objective evidence that a financial asset is impaired. Management specifically reviews its trade and non-trade receivables and analyses its historical bad debts, customer concentrations, customer creditworthiness, current economic trends and changes in the customer payment terms when making a judgment to evaluate the adequacy of the impairment losses. Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated based on historical loss experience for assets with similar credit risk characteristics. If the expectation is different from the estimation, such difference will impact the carrying value of receivables.

(vii) Deferred Tax Assets and Liabilities

Deferred tax implications arising from the changes in corporate income tax rates are measured with reference to the estimated realisation and settlement of temporary differences in the future periods in which the tax rates are expected to apply, based on the tax rates enacted or substantively enacted at the reporting date. While management’s estimates on the realisation and settlement of temporary differences are based on the available information at the reporting date, changes in business strategy, future operating performance and other factors could potentially impact on the actual timing and amount of temporary differences realised and settled. Any difference between the actual amount and the estimated amount would be recognised in the profit or loss in the period in which actual realisation and settlement occurs.

(viii) Construction Contracts

The Group recognises contract revenue and contract costs as revenue and expenses respectively in the statement of comprehensive income by using the stage of completion method. The stage of completion is determined by reference to the proportion of contract cost incurred for work performed to date to the estimated total contract costs.

Significant judgement is required in determining the stage of completion, the extent of the contract cost incurred, the estimated total contract revenue and costs, as well as the recoverability of the construction contracts. In making the judgement, the Group evaluates based on past experience and by relying on the work of specialists.

(ix) ClassificationbetweenInvestmentPropertiesandOwnerOccupiedProperties

The Group and the Company determines whether a property qualifies as an investment property, and has developed criteria in making that judgement. Investment property is a property held to earn rentals or for capital appreciation or both. Therefore, the Group and the Company considers whether a property generates cash flows largely independent of the other assets held by the Group and the Company.

Some properties comprise a portion that is held to earn rentals or for capital appreciation and another portion that is held for use in the production or supply of goods or services or for administrative purposes. If these portions could be sold separately (or leased out separately under a finance lease), the Group and the Company accounts for the portions separately. If the portions could not be sold separately, the property is an investment property only if an insignificant portion is held for use in the production or supply of goods or services or for administrative purposes.

Judgement is made on an individual property basis to determine whether ancillary services are so significant that a property does not qualify as investment property.


40



(d) Critical accounting estimates and judgements (continued)

(x) Impairment of Goodwill

Goodwill is tested for impairment annually and at other times when such indicators exist. This requires management to estimate the expected future cash flows of the cash generating units to which goodwill is allocated and to apply a suitable discount rate in order to determine the present value of those cash flows. The future cash flows are most sensitive to budgeted gross margins, growth rates estimated and discount rate used. If the expectation is different from the estimation, such difference will impact the carrying value of goodwill.

(xi) Carrying Value of Investment in Subsidiaries

Investments in subsidiaries are reviewed for impairment annually in accordance with its accounting policy as disclosed in Note 2(h)(ii) to the financial statements, or whenever events or changes in circumstances indicate that the carrying values may not be recoverable.

Significant judgement is required in the estimation of the present value of future cash flows generated by the subsidiaries, which involves uncertainties and are significantly affected by assumptions and judgements made regarding estimates of future cash flows and discount rates. Changes in assumptions could significantly affect the carrying value of investments in subsidiaries.

(xii) Property Development

The Group recognises property development revenue and costs in the statements of comprehensive income by using the stage of completion method. The stage of completion is determined by reference to the proportion of contract cost incurred for work performed to date to the estimated total property development costs.

Significant judgement is required in determining the stage of completion, the extent of the property development cost incurred, the estimated total property development revenue and costs, as well as the recoverability of the development projects. In making the judgement, the Group evaluates based on past experience and by relying on the work of specialists. Detailed property development costs are disclosed in Note 19 to the financial statements.

2. Summary of significant accounting policies

(a) Basis of consolidation

(i) Subsidiaries

Subsidiaries are entities, including structured entities, controlled by the Company. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.


41


2. Summary of significant accounting policies (continued)

(a) Basis of consolidation (continued)

(i) Subsidiaries (continued)

The Group adopted FRS 10, Consolidated Financial Statements in the current financial year. This resulted in changes to the following policies:

(i) Control exists when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has ability to affect those returns through its power over the entity. In the previous financial years, control exists when the Group has the ability to exercise its power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

(ii) Potential voting rights are considered when assessing control only when such rights are substantive. In the previous financial years, potential voting rights are considered when assessing control when such rights are presently exercisable.

(iii) The Group considers it has de facto power over an investee when, despite not having the majority voting rights, it has the current ability to direct the activities of the investee that significantly affect the investee’s return. In the previous financial years, the Group did not consider de facto power in its assessment of control.

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

Business combinations are accounted for using the acquisition method on the acquisition date. The consideration transferred includes the fair value of assets transferred, equity interest issued by the Group and liabilities assumed. Identifiable assets acquired, liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.

The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest’s proportionate share of the recognised amounts of the acquiree’s identifiable net assets.

Acquisition-related costs are recognised in the profit or loss as incurred.

The excess of the consideration transferred, the amount of any non-controlling interests in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recognised as goodwill. If the total of consideration transferred, non-controlling interest recognised and previously held interest measured is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in profit or loss.

(ii) Accounting for business combinations

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at the reporting date. A subsidiary is consolidated from the date of acquisition, being the date on which the Group obtains control, and continues to be consolidated until the date that such control ceases.

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

Acquisitions of subsidiaries are accounted for by applying the acquisition method.

The Group has changed its accounting policy with respect to accounting for business combinations.

From 1 July 2012, the Group has applied Revised FRS 3, Business Combinations, in accounting for business combinations.


42




(ii) Accounting for business combinations (continued)

Acquisitions on or after 1 July 2012

For acquisitions on or after 1 July 2012, the Group measures goodwill at the acquisition date as:

• The fair value of the consideration transferred; plus• The recognised amount of any non-controlling interests in the acquiree; plus• If the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; less• The net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.

When excess is negative, a bargain purchase gain is recognised immediately in profit or loss.

The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss.

Cost related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred.

Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent consideration are recognised in profit or loss.

When share-based payment awards (replacement awards) are required to be exchanged for awards held by the acquiree’s employees (acquiree’s awards) and relate to past services, then all or a portion of the amount of the acquirer’s replacement awards is included in measuring the consideration transferred in the business combination. This determination is based on the market-based value of the replacement awards compared with the market-based value of the acquiree’s awards and the extent to which the replacement awards relate to past and / or future service.

Acquisitions before 1 July 2012

As part of its transition to MFRS, the Group elected not to restate those business combinations that occurred before the date of transition to MFRSs, i.e. 1 July 2011. Goodwill arising from acquisitions before 1 July 2011 has been carried forward from the previous FRS framework as at the date of transition.

Acquisitions between 1 July 2006 to 1 July 2011

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Adjustments to those fair values relating to previously held interests are treated as a revaluation and recognised in other comprehensive income.

The cost of a business combination is measured as the aggregate of the fair values, at the date of exchange, of the assets given, liabilities incurred or assumed, and equity instruments issued, plus any costs directly attributable to the business combination.

Any excess of the cost of business combination over the Group’s share in the net fair value of the acquired subsidiary’s identifiable assets, liabilities and contingent liabilities is recorded as goodwill on the statements of financial position. Any excess of the Group’s share in the net fair value of the acquired subsidiary’s identifiable assets, liabilities and contingent liabilities over the cost of business combination is recognised as income in profit or loss on the date of acquisition.

When the Group acquires a business, embedded derivatives separated from the host contract by the acquiree are reassessed on acquisition unless the business combination results in a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required under the contract.


43




(ii) Accounting for business combinations (continued)

Acquisitions prior to 1 July 2006

For acquisitions prior to 1 July 2006, goodwill represents the excess of the cost of the acquisition over the Group’s interest in the fair values of the net identifiable assets and liabilities.

(iii) Non-controlling interests

Non-controlling interests at the end of the reporting period, being the equity in a subsidiary not attributable directly or indirectly to the equity holders of the Company, are presented in the consolidated statement of financial position and statement of changes in equity within equity, separately from equity attributable to the owners of the Company. Non-controlling interests in the results of the Group is presented in the consolidated statement of profit or loss and other comprehensive income as an allocation of the profit and loss and the other comprehensive income for the year between non-controlling interests and the owners of the Company.

The Group applied Revised FRS 127, Consolidated and Separate Financial Statements since the beginning of the reporting period.

Losses applicable to the non-controlling interests in a subsidiary are allocated to the non-controlling interests even if doing so caused the non-controlling interests to have a deficit balance.

In the previous years, where losses applicable to the non-controlling interests exceed their interests in the equity of a subsidiary, the excess, and any further losses applicable to the non-controlling interests, were charged against the Group’s interest except to the extent that the non-controlling interests had a binding obligation to, and was able to, make additional investment to cover the losses. If the subsidiary subsequently reported profits, the Group’s interest was allocated with all such profits until the non-controlling interests’ share of losses previously absorbed by the Group had been recovered.

(iv) Transactions with Non-controlling interests

Transactions with Non-controlling interests are accounted for using the entity concept method, whereby, transactions with non-controlling interests are accounted for as transactions with owners.

On acquisition of non-controlling interest, the difference between the consideration and the Group’s share of the net assets acquired is recognised directly in equity. Gain or loss on disposal to non-controlling interests is recognised directly in equity.

(v) Loss of control

The Group applied Revised FRS 127, Consolidated and Separate Financial Statements since 1 January 2014.

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

In the previous years, if the Group retained any interest in the previous subsidiary, such interest was measured at the carrying amount at the date that control was lost and their carrying amount would be regarded as cost on initial measurement of the investment.


44




(vi) Associate

An associate is an entity, not being a subsidiary or a joint venture, in which the Group has significant influence. An associate is equity accounted for from the date the Group obtains significant influence until the date the group ceases to have significant influence over the associate.

The group’s investments in associates are accounted for using the equity method. Under the equity method, the investment in associates are measured in the statement of financial position at cost plus post acquisition changes in the Group’s share of net assets of the associates. Goodwill relating to associates is included in the carrying amount of the investments. Any excess of the group’s share of the net fair value of the associates identifiable assets, liabilities and contingent liabilities over the cost of the investments is excluded from the carrying amount of the investments and is instead included as income in the determination of the Group’s share of the associates profit or loss for the period in which the investment is acquired.

When the Group’s share of losses in an associate equals or exceeds its interest in the associate, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.

After application of the equity method, the group determines whether it is necessary to recognise an additional impairment loss on the Group investment in its associates. The Group determines at each reporting date whether there is any objective evidence that the investment in the associates is impaired. If this is the case, the group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the amount in profit or loss.

The financial statements of the associates are prepared as of the same reporting date as the company. Where necessary, adjustments are made to bring the accounting policies in line with those of the group.

In the Company’s separate financial statements, investment in associates are stated at cost less impairment losses. On disposal of such investments, the difference between net disposal proceeds and their carrying amounts is included in profit or loss.

(vii) Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.

Unrealised gains arising from transactions with equity accounted associates are eliminated against the investment to the extent of the Group’s interest in the associates and jointly controlled entities. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

(b) Revenue

Revenue represents the proportion of the total contract value attributable to the percentage of contract work performed and gross invoiced values of sale of goods and services rendered, less discounts.

Revenue is measured at the fair value of the consideration received or receivables. Revenue is reduced for estimated customer returns, rebates and other similar allowances.

(i) Sale of goods

Revenue from the sale of goods is recognised when all the following conditions have been satisfied:

• the Group has transferred to the buyer the significant risks and rewards of ownership of the goods;• the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor

effective control over the goods sold;• the amount of revenue can be measured reliably;• it is probable that the economic benefits associated with the transaction will flow to the Group; and• the costs incurred or to be incurred in respect of the transaction can be measured reliably.


45



(b) Revenue (continued)

(ii) Income from property development projects and construction contracts

Income relating to property development projects is accounted for based on the percentage of completion method on development units that have been sold. The percentage of completion is determined based on cost incurred for work performed to date over the total estimated cost of the property development project. Sale of developed properties is recognised upon signing of the individual sale and purchase agreements. Income relating to construction contracts is recognised when the outcome of a construction contract can be estimated reliably, by reference to the stage of completion of the contract activity.

(iii) Rental income

Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term.

(iv) Dividend and interest income

Dividend income is recognised when the shareholder’s right to receive payment is established.

Interest income is recognised on a time proportion basis that takes into account the principal outstanding and the effective rate over the period to maturity, when it is determined that such income will accrue to the Group.

(c) Employee benefits expenses

(i) Shorttermemployeebenefits

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

(ii) Definedcontributionplans

The Group and the Company’s contribution to defined contribution plans are charged to the profit or loss in the period to which they relate. Once the contribution have been paid, the Group and the Company have no further liability in respect of the defined contribution plans.

(d) Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sales.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

(e) Tax expense

(i) Current tax

Current tax is the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for a period. Current tax liability or assets for the current and prior periods shall be measured at the amount expected to be paid to, or recovered from, the tax authorities, using the tax rates (and tax laws) that have been enacted or substantially enacted at the end of the reporting period.

Current taxes are recognised in profit or loss except to the extent that the tax relates to items recognised outside profit or loss, either in other comprehensive income or directly in equity.


46



(e) Tax expense (continued)

(ii) Deferred tax

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements.

Deferred tax liabilities are recognised for all taxable temporary differences other than those that arise from goodwill or excess of the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over the business combination costs or from the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit.

Deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled, based on the tax rates that have been enacted or substantively enacted at the end of the reporting period.

Deferred tax shall be recognised outside profit or loss if the tax relates to items that are recognised, in the same or different period, outside profit or loss. Deferred tax items are recognised in correlation to the underlying transactions either in other comprehensive income or directly in equity and deferred tax arising from a business combination is included in the resulting goodwill or excess of the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over the business combination cost.

(f) Earnings per ordinary share

The Group presents basic and diluted earnings per share data for its ordinary shares (”EPS”)

Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period, adjusted for own shares held.

Diluted EPS is determined by adjusting the profit or loss attributable to ordinary sharesholders and the weighted average number of ordinary shares outstanding, adjusted for own shares held, for the effects of all dilutive potential ordinary shares, which comprise convertible notes and share options granted to employees.

(g) Construction contracts

Where the outcome of a construction contract can be reliably estimated, contract revenue and contract costs are recognised as revenue and expenses respectively by using the stage of completion method. The stage of completion is measured by reference to the proportion of contract costs incurred for work performed to date to the estimated total contract costs.

Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred that are likely to be recoverable. Contract costs are recognised as expense in the period in which they are incurred.

When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.

Contract revenue comprises the initial amount of revenue agreed in the contract and variations in contract works to the extent that it is probable that they will result in revenue and they are capable of being reliably measured.

When the total of costs incurred on construction contracts plus recognised profits (less recognised losses) exceeds progress billings, the balance is classified as amount due from customers on contracts. When progress billings exceed costs incurred plus, recognised profits (less recognised losses), the balance is classified as amount due to customers on contracts.


47



(h) Impairment

(i) Impairmentoffinancialassets

The Group and the Company assess at the end of each reporting period whether there is any objective evidence that a financial asset or group of financial assets measured at amortised cost is impaired. If any such evidence exists, the Group and the Company measure its impairment loss as the difference between the assets carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate.

Objective evidence of impairment for a portfolio of receivables could include the Group’s and the Company's past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period and observable changes in national or local economic conditions that correlate with default on receivables.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an impairment account. When a trade receivable becomes uncollectible, it is written off against the impairment account.

If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed to the extent that the carrying amount of the asset does not exceed its amortised cost at the reversal date. The amount of such reversal is recognised in profit or loss.

(ii) Impairmentofnon-financialassets

The Group and the Company assess at the end of each reporting period whether there is an indication that an asset may be impaired. If any such indication exists, the Group and the Company shall estimate the recoverable amount of the asset.

An asset’s recoverable amount is the higher of an asset’s fair value less costs to sell and its value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units (“CGU”)).

In assessing value in use, the estimated future cash flows expected to be generated by the asset are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Where the carrying amount of an asset exceeds its recoverable amount, the asset is written down to its recoverable amount. Impairment losses recognised in respect of a CGU or groups of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to those units or groups of units and then, to reduce the carrying amount of the other assets in the unit or groups of units on a pro-rata basis.

Impairment losses are recognised in profit or loss except for assets that are previously revalued where the revaluation was taken to other comprehensive income. In this case the impairment is also recognised in other comprehensive income up to the amount of any previous revaluation.

An assessment is made at the end of each reporting period as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased.

A previously recognised impairment loss for an asset other than goodwill is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset shall be increased to its recoverable amount. The increase cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised previously.

A reversal of an impairment loss for an asset other than goodwill shall be recognised immediately in profit or loss, unless the asset is carried at revalued amount.

(i) Property, plant and equipment

All items of property, plant and equipment are initially recorded at cost. The cost of an item of property, plant and equipment is recognised as an asset if, and only if, it is probable that future economic benefits associated with the item will flow to the Group and the Company and the cost of the item can be measured reliably.


48



(i) Property, plant and equipment (continued)

Subsequent to the initial recognition, property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. When significant parts of property, plant and equipment are required to be replaced in intervals, the Group and the Company recognises such parts as individual assets with specific useful lives and depreciation, respectively. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the property, plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in profit or loss as incurred.

Freehold land has an undetermined useful life and therefore not depreciated.

Capital work-in-progress is not depreciated as these assets are not available for use. Depreciation will commence on these assets when they are ready for their intended use.

Depreciation of the other property, plant and equipment is provided for on a straight-line basis over the estimated useful lives of the assets, at the following annual rates:

Buildings 2%Leasehold improvement 33.33%Plant, machinery and equipment 10% - 20%Office equipment, furniture and fittings 10%Motor vehicles, tractors, road rollers and pavers 10% - 20%Electrical installation 10%Roadmarking equipment 10%

The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying values may not be recoverable.

The residual value, useful life and depreciation method are reviewed at each financial year end, and adjusted prospectively, if appropriate.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal.

Any gain or loss on derecognition of the asset is included in the profit or loss in the year the asset is derecognised.

(j) Investment properties

Investment properties, which are properties held to earn rentals and/ or for capital appreciation (including property under construction for such purposes), are measured initially at its cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation and any accumulated impairment losses. Freehold land is not depreciated and buildings are depreciated on a straight line basis to write down the cost of each building to their residual values over their estimated useful lives. The principal annual depreciation rates range from 1% to 2.2% per annum.

Investment properties are derecognised when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gain or loss on the retirement or disposal of an investment property is recognised in profit or loss in the year of retirement or disposal.

The estimated useful lives, residual values and depreciation method of investment properties are reviewed at each year end, with the effect of any changes in estimates accounted for prospectively.

(k) Land held for property development

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

Land held for future property development will be reclassified for property development when significant development work has been undertaken and is expected to be completed within the normal operating cycle of two to three years.


49



(l) Goodwill on consolidation

Goodwill is initially measured at cost. Following initial recognition, goodwill is measured at cost less accumulated impairment losses.

For the purpose of impairment testing, goodwill acquired is allocated, from the acquisition date, to each of the Group’s cash-generating units or groups of cash-generating units that are expected to benefit from the synergies of the combination.

The cash-generating unit to which goodwill has been allocated is tested for impairment annually and whenever there is an indication that the cash-generating unit may be impaired, by comparing the carrying amount of the cash-generating unit, including the allocated goodwill, with the recoverable amount of the cash-generating unit. Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognised in the profit or loss. Impairment losses recognised for goodwill are not reversed in subsequent periods.

Where goodwill forms part of a cash-generating unit and part of the operation within that cash-generating unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative fair values of the operations disposed of and the portion of the cash-generating unit retained.

Goodwill and fair value adjustments arising on the acquisition of foreign operation on or after 1 January 2006 are treated as assets and liabilities of the foreign operations and are recorded in the functional currency of the foreign operations and translated in accordance with the accounting policy set out in Note 2(a) to the financial statements.

Goodwill and fair value adjustments which arose on acquisitions of foreign operation before 1 January 2006 are deemed to be assets and liabilities of the Group and of the Company and are recorded in RM at the rates prevailing at the date of acquisition.

(m) Financial assets

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

When financial assets are recognised initially, they are measured at fair value, plus, in the case of financial assets not at fair value through profit or loss, directly attributable transaction costs.

The Group and the Company determine the classification of their financial assets at initial recognition, and the categories as loans and receivables.

Loans and receivables

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

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

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

A financial asset is derecognised when the contractual right to receive cash flows from the asset has expired. On derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that had been recognised in other comprehensive income is recognised in profit or loss.

Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the period generally established by regulation or convention in the marketplace concerned. All regular way purchases and sales of financial assets are recognised or derecognised on the trade date i.e., the date that the Group and the Company commit to purchase or sell the asset.


50



(n) Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined on the first-in, first-out and weighted average methods.

Cost of developed properties comprises costs of land, related development and construction expenditure. Cost of raw materials, spare parts and roadmarking supplies consists of the original purchase price plus incidental cost of bringing the inventories to their present location and condition. Cost of finished goods consists of cost of raw materials, direct labour and an appropriate proportion of factory overheads.

Net realisable value represents the estimated selling price in the ordinary course of business less selling and distribution costs and all other estimated costs to completion.

(o) Property development activities

Property development revenue and property development costs are recognised for all units sold using the percentage of completion method, by reference to the stage of completion of the property development projects at the end of the reporting period as measured by the proportion that development costs incurred for work performed to-date bear to the estimated total property development costs on completion.

When the outcome of a property development activity cannot be estimated reliably, property development revenue is recognised to the extent of property development costs incurred that is probable of recovery.

Any anticipated loss on a property development project (including costs to be incurred over the defects liability period), is recognised as an expense immediately.

Property development costs are classified as non-current asset where no development activities have been carried out or where development activities are not expected to be completed within the normal operating cycle.

Accrued billings represent the excess of property development revenue recognised in the profit or loss over the billings to purchasers while, progress billings represent the excess of billings to purchasers over property development revenue recognised in the profit or loss.

(p) Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and on hand, deposits with financial institution with original maturities of less than 3 months, highly liquid investments that are readily convertible to known amount of cash and which are subject to an insignificant risk of changes in value. For the purpose of the statement of cash flows, cash and cash equivalents are presented net of bank overdrafts and pledged deposits.

(q) Financial liabilities

Financial liabilities are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability.

Financial liabilities are recognised in the statements of financial position when, and only when, the Group and the Company become a party to the contractual provisions of the financial instrument. Financial liabilities are classified as other financial liabilities measured at amortised cost.

Otherfinancialliabilitiesmeasuredatamortisedcost

The Group’s and the Company's other financial liabilities include trade and non-trade payables.

Trade and non-trade payables are recognised initially at fair value plus directly attributable transaction costs and are subsequently measured at amortised cost using the effective interest method.

Loans and borrowings are recognised initially at fair value, net of transaction costs incurred, and subsequently measured at amortised cost using the effective interest method. Borrowings are classified as current liabilities unless the Group and the Company have an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.


51



(q) Financial liabilities (continued)

Otherfinancialliabilitiesmeasuredatamortisedcost(continued)

For other financial liabilities, gains and losses are recognised in the profit or loss when the liabilities are derecognised, and through the amortisation process.

Financial guarantee contracts

Financial guarantee contracts issued by the Group and the Company are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Subsequently, the liability is measured at the higher of the best estimate of the expenditure required to settle the present obligation at the reporting date and the amount recognised less cumulative amortisation.

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.

(r) Hire purchase arrangements

Property, plant and equipment acquired under hire purchase arrangements are capitalised in the financial statements and the corresponding obligations are taken up as hire purchase payables.

The interest element is charged to the profit or loss over the year of respective hire purchase arrangements.

(s) Leases

(i) Classification

A lease is recognised as a finance lease if it transfers substantially to the Group all the risks and rewards incidental to ownership. Leases of land and buildings are classified as operating or finance leases in the same way as leases of other assets and the land and buildings elements of a lease of land and buildings are considered separately for the purpose of lease classification. All leases that do not transfer substantially all the risks and rewards are classified as operating leases, with the following exceptions:

- Property held under operating leases that would otherwise meet the definition of an investment property is classified as an investment property, is accounted for as if held under a finance lease Note 2(i) to the financial statements; and

- Land held for own use under an operating lease, the fair value of which cannot be measured separately from the fair value of a building situated thereon at the inception of the lease, is accounted for as being held under a finance lease, unless the building is also clearly held under an operating lease.

(ii) Finance Leases - the Group as Lessee

Assets acquired by way of hire purchase or finance leases are stated at an amount equal to the lower of their fair values and the present value of the minimum lease payments at the inception of the leases, less accumulated depreciation and impairment losses. The corresponding liability is in the statements of financial position as borrowings. In calculating the present value of the minimum lease payments, the discount factor used is the interest rate implicit in the lease, when it is practicable to determine; otherwise, the Group’s incremental borrowing rate is used. Any initial direct costs are also added to the carrying amounts of such assets.

Lease payments are apportioned between the finance costs and the reduction of the outstanding liability. Finance costs, which represent the difference between the total leasing commitments and the fair value of the assets acquired, are recognised as an expense in the profit or loss over the term of the relevant lease so as to produce a constant periodic rate of charge on the remaining balance of the obligations for each accounting period.

The depreciation policy for leased assets is in accordance with that for the depreciable property, plant and equipment as described in Note 2(h) to the financial statements.


52



(s) Leases (continued)

(iii) Operating Leases - the Group as Lessee

Operating lease payments are recognised as an expense on a straight line basis over the term of the relevant lease. The aggregate benefit of incentives provided by the lessor is recognised as a reduction of rental expense over the lease term on a straight line basis.

In the case of a lease of land and buildings, the minimum lease payments or the up-front payments made are allocated, whenever necessary, between the land and the buildings element in proportion to the relative fair values for leasehold interests in the land element and buildings element of the lease at the inception of the lease. The up-front payment represents prepaid lease payments and are amortised on a straight line basis over the lease term.

(iv) Operating Leases - the Group as Lessor

Assets leased out under operating leases are presented in the statements of financial position according to the nature of the assets. Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

(t) Provisions

Provisions are recognised when the Group and the Company have a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of economic resources will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of resources embodying economic benefits will be required to settle the obligation, the provision shall be reversed. Where the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risk specific to the liability and the present value of the expenditure expected to be required to settle the obligation.

(u) Contingencies

A contingent liability or asset is a possible obligation or asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of uncertain future event(s) not wholly within the control of the Group and of the Company.

Contingent liabilities and assets are not recognised in the statements of financial position of the Group and of the Company.

(v) Operating segment

For management purposes, the Group and the Company are organised into operating segments based on types of services. The management of the Group and of the Company regularly reviews the segment results in order to allocate resources to the segments and to assess the segment performance. Additional disclosures on each of these segments are shown in Note 31 to the financial statements, including the factors used to identify the reportable segments and the measurement basis of segment information.

(w) Equity instrument

Ordinary shares are classified as equity and are recorded at the proceeds received, net of directly attributable incremental transaction costs. Dividends on ordinary shares are recognised out of equity in the period in which they are declared.


53


3. Revenue


Sale of bituminous premix and quarry stone 17,285,274 33,607,492 - -Sale of developed properties 11,075,488 21,889,253 - -Paving and roadmarking services 753,447 915,867 - -Sale of tarmac and emulsion 39,815 77,119 - -Rental income 361,174 337,130 - -Interest on trust 1,616 - - -Gross dividend income - - 2,600,000 4,200,000

29,516,814 56,826,861 2,600,000 4,200,000

4. Cost of sales

Group2016 2015RM RM

Cost of- materials sold 12,237,930 24,806,106- developed properties sold 5,082,704 16,341,300- paving and roadmarking services rendered 506,466 704,802- contract cost recognised 114,673 -

17,941,773 41,852,208


54


5. Employee benefits expense


(i) Staff costs - Salaries 1,633,431 1,736,513 - - - Contribution to defined contribution plan 204,929 241,663 - - - Social security contributions 19,710 23,101 - - - Other employee benefit expenses 50,473 59,108 - -

1,908,543 2,060,385 - -(ii) Directors’ remuneration - Fees 83,000 87,750 83,000 87,750 - Salaries and other emoluments 908,513 817,450 14,000 12,000 - Contribution to defined contribution plan 87,618 76,974 - - - Social security contributions 2,200 1,683 - -

1,081,331 983,857 97,000 99,750

Total employee benefits expenses 2,989,874 3,044,242 97,000 99,750

Executive directors: - Fees 18,000 18,000 18,000 18,000 - Salaries and other emoluments 790,713 808,950 4,000 3,500 - Contribution to defined contribution plan 74,682 76,974 - - - Social security contributions 1,580 1,683 - -

884,975 905,607 22,000 21,500 Non-executive directors: - Fees 65,000 69,750 65,000 69,750 - Other emoluments 131,356 8,500 10,000 8,500

196,356 78,250 75,000 78,250

1,081,331 983,857 97,000 99,750


55


6. Profit from operations


Profit from operations is arrived at after charging/(crediting):

Amortisation of prepaid lease payments on leasehold land 44,838 44,839 - -Amortised cost adjustment on amount owing with

subsidiaries - - 81,176 624,839Auditors’ remuneration:- current year 80,000 74,500 21,500 20,000- under provision in prior years 1,000 1,000 - -Bad debts written off 215,000 - - -Depreciation of:- property, plant and equipment 301,770 465,578 - -- investment properties 124,896 124,895 - -Deposits forfeited 5,000 - - -Employee benefits expenses (Note 5) 2,989,874 3,044,242 97,000 99,750Hire of machinery and motor vehicles 125,153 296,553 - -Impairment loss on:- trade receivables 1,039,853 - - -- non-trade receivables 9,000 - - -Inventories written down - 6,265,824 - -Property, plant and equipment written off 1,437 2,751 - -Rental of access road 72,000 72,000 - -Rental of office and premises 285,000 290,850 - -Gain on disposal of: - property, plant and equipment - (431,000) - -(Gain)/Loss on foreign exchange- realised (722,090) - - -- unrealised 7,282 - - -Interest income on:- other (10,683) (1,224) - -- short term deposits (88,945) (67,546) - -Bargain purchase from acquisition of a subsidiary (352,552) - - -Rental income (500,652) (774,107) - -Reversal of impairment loss on trade receivables (23,000) (20,000) - -


56


7. Finance costs

Group2016 2015RM RM

Interest expense on:- banker acceptances/invoice financing 63,387 119,975- short-term borrowings 163,231 55,505- hire-purchase interest - 2,435- bank overdraft interest 732,982 479,743

959,600 657,658

8. Tax expense


Current tax expense- current 712,653 1,578,100 - -- under provision in current year 1,478,719 187,617 - -

2,191,372 1,765,717 - -Deferred tax (Note 26)- current (18,605) 136,235 - -- under/(over) provision in prior year 4,023 (240,638) - -

(14,582) (104,403) - -

2,176,790 1,661,314 - -

Reconciliation of effective tax expense:

Profit before tax 6,926,652 2,539,044 2,172,371 3,247,453

Tax effect of:Effective tax rate of 24% (2015: 25%) 1,662,396 634,761 521,369 811,863Non-deductible expenses 429,973 815,264 102,631 238,137Non-taxable income (1,966,615) (6,852) (624,000) (1,050,000)Net deferred tax assets not recognised 571,493 274,361 - -Crystalisation of deferred tax assets (3,199) (3,199) - -

694,048 1,714,335 - - Under/(Over) provision in prior years: - current 1,478,719 187,617 569,876 - - deferred tax 4,023 (240,638) - -

2,176,790 1,661,314 569,876 -


57


8. Tax expense (continued)

The Group and the Company have unabsorbed capital allowances and unutilised tax losses available for set off against future taxable profits as follows:


Unabsorbed capital allowances 47,000 29,000 - -Unutilised tax losses 6,083,271 662,000 - -

6,130,271 691,000 - -

9. Earnings per share

Basic earnings per share is calculated by dividing profit for the year attributable to equity owners of the Company by the weighted average number of ordinary shares in issue during the financial year.

Group2016 2015

Profit for the financial year attributable to equity holders of the Company (RM) 4,741,971 877,819Weighted average number of ordinary shares in issue (units) 126,784,397 126,784,397

Basic earnings per share (sen) 3.74 0.69

There are no diluted earnings per share disclosed as there were no dilutive potential ordinary shares.


58


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59


11. Investment properties


At cost:At 1 April/31 March 14,664,549 14,664,549 3,676,000 3,676,000

Accumulated depreciation:At 1 April 1,034,246 909,351 - -Charge for the year 124,897 124,895 - -

At 31 March 1,159,143 1,034,246 - -

Carrying amount 13,505,406 13,630,303 3,676,000 3,676,000

Fair value 25,690,000 25,690,000 4,500,000 4,500,000

The investment properties are as follows:


Freehold land 8,760,349 8,760,349 3,676,000 3,676,000Freehold land and buildings 4,745,057 4,869,954 - -

13,505,406 13,630,303 3,676,000 3,676,000

The following are recognised in profit or loss in respect of investment properties:


Rental income 356,074 337,130 - -Direct operating expenses: (110,823) (80,156) (16,810) (16,810)

As of 31 March 2016, certain investment properties of the Group and of the Company with total carrying values of RM8,101,582 (2015: RM8,101,582) and RM3,676,000 (2015: RM3,676,000) respectively are charged to local banks as security for banking facilities granted to the Group as mentioned in Note 25 to the financial statements.

Based on valuations performed by an independent property valuer on 30 June 2015, the fair values of the investment properties were determined to be RM25,690,000. The Directors are of the opinion that there is no significant change to the market value of the investment properties since then.


60


12. Prepaid lease payments on leasehold land

Group2016 2015RM RM

CostAt 1 April/31 March 2,001,729 2,001,729

AmortisationAt 1 April 214,340 169,501Amortisation during the year 44,838 44,839

At 31 March 259,178 214,340

At 31 March 1,742,551 1,787,389

As of 31 March 2016, the unexpired lease period of the short leasehold lands are 33, 40 and 75 years (2015: 34, 41 and 76 years).

As of 31 March 2016, short leasehold land with a carrying value of RM505,516 (2015: RM520,684) is charged to a local bank as security for banking facilities granted to a subsidiary as mentioned in Note 25 to the financial statements.

As of 31 March 2016, a piece of land under a subsidiary which the land title is held in trust under the name of a third party with a carrying value of RM117,641 (2015: RM119,209).

13. Land held for property development

Group2016 2015RM RM

At 1 April 29,215,649 32,097,968Additions during the year 235,830 6,209,115Transferred from property development costs (Note 19) 3,470,450 1,201,921Disposal during the year - (3,937,326)Transfer to property development costs (Note 19) - (6,356,029)Transfer to inventories (60,980) -

At 31 March 32,860,949 29,215,649

Represented by:Freehold land 25,553,351 21,723,029Development cost 7,307,598 7,492,620

32,860,949 29,215,649


61


14. Goodwill

Group2016 2015RM RM

Cost:At 1 April/31 March 1,264,376 1,264,376

Less: Impairment lossAt 1 April/31 March (672,022) (672,022)

Carrying amount 592,354 592,354

Goodwill acquired in a business combination is allocated, at acquisition, to the cash-generating unit (“CGU”) that is expected to benefit from that business combination. The carrying amount of goodwill had been allocated to the following business segments as independent CGUs:

Group2016 2015RM RM

Construction and manufacturing 147,540 147,540Investment holding 415,164 415,164Property development 29,650 29,650

592,354 592,354

Goodwill is assessed annually for impairment or more frequently if there are indications that goodwill might be impaired.

15. Investment in subsidiaries

Company2016 2015RM RM

Unquoted shares, at cost 30,006,965 29,994,967Add: Amount owing by subsidiaries 54,289,872 61,444,981

84,296,837 91,439,948

The details of the subsidiaries, all of which are incorporated in Malaysia, are as follows:

EffectiveName of the company: equity interest Principal activities

2016 2015

JMR Manufacturing Sdn. Bhd. 100% 100% Manufacturing of asphalt premix, roadmarking contractor and related road paving works

JMR Quarry (Kedah) Sdn. Bhd. 100% 100% Dormant

Lean Seng Chan (Quarry) Sdn. Bhd.* 100% 100% Operation of quarry


62


15. Investment in subsidiaries (continued)

EffectiveName of the company: equity interest Principal activities

2016 2015

Link Lex (M) Sdn. Bhd. 100% 100% Property development

Rantronics Sdn. Bhd. 100% 100% Letting of properties

Great Marvel Sdn. Bhd.* 100% 100% Property development

JMR Resources Management Sdn. Bhd. 100% 100% Letting of properties and provision of management services

Multilight Sdn. Bhd. 100% 100% Investment holding, sales and services of goods and construction works

Sunnyside Landscape Sdn. Bhd. 100% 100% Investment holding

Great Marvel Development Sdn. Bhd. * 100% 100% Dormant

Tag Steel Holdings Sdn. Bhd * 86% - Dormant

Subsidiary of Link Lex (M) Sdn. Bhd.:- Fook Lye Enterprises (M) Sdn. Bhd. 98.60% 98.61% Investment holding

The details of a subsidiary which is incorporated in United Kingdom, is as follows:

JCB (UK) Ltd. * 100% 100% Dormant

* The financial statements of these subsidiaries were audited by auditors other than the auditors of the Company.

Upon adoption of FRS 139, amounts owing by subsidiaries which are equity instruments in substance were recognised in the statement of financial position as equity investment. Consequently, all amounts owing by subsidiaries have been accounted for as deemed capital contributions by debiting the amounts to the cost of investment in subsidiaries account on that date.

The details of amounts owing by subsidiaries which are in substance net investment in the subsidiaries are as follows:


Great Marvel Sdn. Bhd. 42,210,129 49,321,582Sunnyside Landscape Sdn. Bhd. 4,060,000 4,060,000JMR Resources Management Sdn. Bhd. 1,691,743 1,735,399Link Lex (M) Sdn. Bhd. 3,848,000 3,848,000JMR Manufacturing Sdn. Bhd. 1,580,000 1,580,000Multilight Sdn. Bhd. 900,000 900,000

54,289,872 61,444,981


63


16. Investment in associates


Unquoted shares, at cost 1,613,918 1,593,918 648,918 648,918Share of post-acquisition results and reserves 983,007 (855,573) - -Less: Impairment loss - - (89,149) (89,149)Less: Dividend paid (1,700,000) - - -

896,925 738,345 559,769 559,769

Group2016 2015RM RM

(i) Net carrying amount represented by:Share of net assets 1,573,790 1,433,835Goodwill on acquisition (676,865) (695,490)

896,925 738,345

The details of the associates, all of which are incorporated in Malaysia, are as follows:

Name of the Company: Equity interest Principal activities2016 2015

Diligent Success Sdn. Bhd. (“DSSB”) 50% 50% Provision of marketing and consultancy services in relation to construction, engineering and related works

JMR-Hosna Bina Sdn. Bhd. (“JHBSB“) 50% 50% Contracting and subcontracting for road and engineering works

Associate of Rantronics Sdn. Bhd.:Nanometric Electronics Sdn. Bhd. (“NESB“) 50% 50% Manufacturing, assembling and installing of

electronics, computer components and other related products

Associate of JMR Quarry (Kedah) Sdn. Bhd.:JML (Quarry) Sdn. Bhd. (F.K.A. Jauhari Multimedia Sdn. Bhd.) (“JMLSB”)

20% - Quarry operator

The following table summarised the information of the Group’s associates, adjusted for any differences in accounting policies and reconciles the information to the carrying amount of the Group’s interest in the associate.


64


16. Investment in associates (continued)

2016DSSB JHBSB NESB JMLSB Total

RM RM RM RM RM

Summarised financial informationAs at 31 March Current assets 1,856,454 180,928 2,297,696 500,001 4,835,079Non-current assets - - 3,253 - 3,253Current liabilities (1,124,790) (1,000) (61,592) (508,431) (1,695,813)

Net assets 731,664 179,928 2,239,357 (8,430) 3,142,519

Year ended 31 March Profit/(Loss) from continuing operations - - 322,880 - 322,880Loss from discontinued operations (8,502) (31,098) - (15,300) (54,900)

Total comprehensive (loss)/profit (8,502) (31,098) 322,880 (15,300) 267,980

Included in the total comprehensive Income are:

Revenue - - 858,660 - 858,660

Reconciliation of net assets to carrying amount

As at 31 MarchGroup’s share of net assets 365,832 89,965 1,119,679 (1,686) 1,573,790Goodwill - - (695,490) 18,625 (676,865)

Carrying amount 365,832 89,965 424,189 16,939 896,925

Group’s share of resultsProfit from continuing operations - - 161,440 - 161,440Loss from discontinued operations (4,251) (15,549) - (3,060) (22,860)

Total comprehensive profit/(loss) (4,251) (15,549) 161,440 (3,060) 138,580

2015DSSB JHBSB NESB Total

RM RM RM RM

Summarised financial informationAs at 31 March Current assets 1,865,956 212,026 1,084,510 3,162,492Non-current assets - - 1,399,819 1,399,819Current liabilities (1,125,790) (1,000) (567,852) (1,694,642)

Net assets 740,166 211,026 1,916,477 2,867,669


65


16. Investment in associates (continued)

2015DSSB JHBSB NESB Total

RM RM RM RM

Summarised financial informationYear ended 31 March Loss from continuing operations - - (178,386) (178,386)Loss from discontinued operations (8,338) (38,246) - (46,584)

Total comprehensive loss (8,338) (38,246) (178,386) (224,970)

Included in the total comprehensive Income are:Revenue - - 1,008,983 1,008,983

Reconciliation of net assets to carrying amountAs at 31 MarchGroup’s share of net assets 370,083 105,513 958,239 1,433,835Goodwill - - (695,490) (695,490)

Carrying amount 370,083 105,513 262,749 738,345

Group’s share of resultsLoss from continuing operations - - (89,193) (89,193)Loss from discontinued operations (4,169) (19,123) - (23,292)

Total comprehensive loss (4,169) (19,123) (89,193) (112,485)

The financial year of three associates, DSSB, JHBSB and JMLSB ends on 31 August and is not coterminous with those of the Group. For the purpose of applying the equity method of accounting, the management accounts of the associates for the period/year ended 31 March 2016 have been used.

17. Trade and non-trade receivables


Non-current:Non-trade:Amount owing by subsidiaries - - 3,129,644 3,579,644Less: Amortised cost - - (705,693) (979,162)

- - 2,423,951 2,600,482


66


17. Trade and non-trade receivables (continued)


Current:Trade:Trade receivables 10,683,886 18,537,233 - -Less: ImpairmentAt 1 April (79,120) (99,120) - -Addition during the year (1,039,853) - - -Reversal of impairment loss 23,000 20,000 - -

At 31 March (1,095,973) (79,120) - -

9,587,913 18,458,113 - -Accrued income 778,038 478,778 - -Amount owing by contract customers - 33,758 - -

Sub-total trade 10,365,951 18,970,649 - -

Non-trade:Non-trade receivables 583,268 1,332,305 - -Less: ImpairmentAt 1 April/31 March (9,000) - - -

574,268 1,332,305 - -

Amount owing by subsidiaries - - 4,486,359 -Deposits 155,736 159,872 4,500 4,500Prepayments 1,343,191 719,898 - -

Less: ImpairmentAt 1 April/31 March (668,478) (668,478) - -

674,713 51,420 - -

Sub-total non-trade 1,404,717 1,543,597 4,490,859 4,500

11,770,668 20,514,246 4,490,859 4,500

(a) Trade receivables

Trade receivables comprise amounts receivable for the sale of goods, progress billings receivable and rendering of services.

The credit period granted by the Group ranges from 14 days to 60 days (2015: 14 days to 60 days). No interest is charged on trade receivables’ outstanding balances. Allowance for impairment is recognised against trade receivables over their respective credit period based on estimated irrecoverable amounts determined by reference to past default experience of the counterparty and an analysis of the counterparty’s current financial position.


67


17. Trade and non-trade receivables (continued)

(b) Amount owing by contract customers

The amount owing by contract customers are as follows:

Group2016 2015RM RM

Contract costs incurred plus recognised profit - 70,656,306Progress billings received and receivable - (70,622,548)

Amount owing by contract customers - 33,758

(c) Amount owing by subsidiaries

The amount owing by subsidiaries are as follows:


Non-current:Lean Seng Chan (Quarry) Sdn. Bhd. - 50,000Multilight Sdn.Bhd. 2,300,000 2,700,000JMR Manufacturing Sdn. Bhd. 800,000 800,000JCB (UK) Ltd. 29,644 29,644

3,129,644 3,579,644Current:Tag Steel Holdings Sdn. Bhd. 4,070,000 -Link Lex (M) Sdn. Bhd. 100,000 -JMR Manufacturing Sdn. Bhd. 300,000 -JMR Resources Management Sdn. Bhd. 16,359 -

4,486,359 -

The non-current balances are unsecured advances which are interest free and repayable at the end of fifth year from 2015, net of amortised cost adjustments.

The current balances are unsecured advances which are interest free and repayable on demand.


68


18. Inventories

Group2016 2015RM RM

At cost:Developed properties 13,162,872 16,603,878Raw materials 695,275 815,141Finished goods 79,736 86,628Spare parts 64,942 74,786

14,002,825 17,580,433At net realisation value:Developed properties 1,260,000 3,710,000

15,262,825 21,290,433

19. Property development costs

Group2016 2015RM RM

At 1 April 19,693,969 71,564,008Additions during the year:- Freehold land (transfer from land held for property development) (Note 13) - 6,356,029- Development costs incurred 22,961,515 16,539,066

42,655,484 94,459,103Transfer to:- land held for development (Note 13) (3,470,450) (1,201,921)- inventories - (26,387,558)Reversal of completed projects - (47,175,655)

39,185,034 19,693,969Cost recognised in profit and loss:At 1 April (6,206,004) (40,501,561)Recognised during the year (6,703,746) (12,880,098)Reversal of completed projects - 47,175,655

At 31 March (12,909,750) (6,206,004)

At 31 March 26,275,284 13,487,965

Property development costs incurred during the year include the following charges:

Group2016 2015RM RM

Employee benefits expense 193,422 166,995


69


20. Short term deposits with licensed banks

As of 31 March 2016, the short term deposits with licensed banks of the Group carry interest at rates ranging from 2.75 % to 3.45% (2015: 2.75 % to 3.45%) per annum. The short term deposits are maturing in December 2016 (2015: December 2015).

The short term deposits with licensed banks of the Group of RM1,029,816 (2015: RM919,209) are charged as security for banking facilities granted to the Group as mentioned in Note 25 to the financial statements.

21. Cash and bank balances

Included in cash and bank balances of the Group is an amount of RM534,388 (2015: RM1,203,000) representing bank balances under Housing and Development Accounts opened and maintained by a subsidiary as required under the Housing Developers (Housing Development Account) (Amendment) Regulation 2002.

22. Share capital

Group and Company2016 2015 2016 2015

Number of Ordinary Shares RM RM

Authorised:200,000,000 ordinary shares of RM1 each 200,000,000 200,000,000 200,000,000 200,000,000

Issued and fully paid:126,784,397 ordinary shares of RM1 each 126,784,397 126,784,397 126,784,397 126,784,397

23. Non-controlling interests

Non-controlling interests (“NCI”) in the Group represents that part of the net results of operations, or of net assets, of subsidiary attributable to shares and debentures, directly or indirectly other than by the Company or subsidiary.

The movement in non-controlling interests in subsidiary is as follows:

Group2016 2015RM RM

At 1 April 130,082 135,578Acquisition of new subsidiary 60,829 -Changes in the equity portion 392 (5,407)Share of results attributable to NCI 7,891 (89)

At 31 March 199,194 130,082


70


24. Trade and non-trade payables


Non-current:Non-trade:Amount owing to subsidiaries - - - 1,295,341Less: Amortised cost - - - (354,323)

- - - 941,018

Current:Trade:Trade payables 4,610,067 8,669,976 - -Amount owing to contract customers 70,381 - - -

Sub-total trade 4,680,448 8,669,976 - -

Non-trade:Non-trade payables 3,473,881 1,865,400 15,381 15,526Dividend payables - 3,803,532 - 3,803,532Deposit received 20,000 - - -Accrued expenses 2,345,807 2,089,428 104,500 97,750

Sub-total non-trade 5,839,688 7,758,360 119,881 3,916,808

10,520,136 16,428,336 119,881 4,857,826

(a) Trade payables

Trade payables of the Group comprise amounts outstanding for trade purchases. The credit periods granted to the Group range from 14 days to 90 days (2015: 14 days to 90 days). No interest is charged on the trade payables’ outstanding balances. The Group has financial risk management policies in place to ensure that all the payables are paid within the pre-agreed credit terms.

(b) Amount owing to contract customers

The amount owing to contract customers are as follows:

Group2016 2015RM RM

Contract costs incurred plus recognised profit 24,815,136 -Progress billings received and receivable (24,885,517) -

Amount owing by contract customers (70,381) -


71

24. Trade and non-trade payables (continued)

(c) Amount owing to subsidiaries

The amount owing to subsidiaries are as follows:


Non-current:Great Marvel Sdn. Bhd. - 1,251,686JMR Resources Management Sdn. Bhd. - 43,655

- 1,295,341

The non-current balances in previous year are unsecured advances which are interest free and repayable at the end of fifth year from 2015, net of amortised cost adjustments. These balances were however settled during the year.

(d) Non-trade payables and accrued expenses

Non-trade payables and accrued expenses comprise mainly amounts outstanding for ongoing costs.

25. Borrowings

Group2016 2015RM RM

CurrentBankers’ acceptance (secured)/invoice financing 284,901 2,278,064Bank overdraft 19,909,586 11,041,914Term loans 482,728 146,641

20,677,215 13,466,619Non-currentTerm loans 1,521,992 446,543

22,199,207 13,913,162

(a) Bankers’ acceptance - secured

As of 31 March 2016, the bankers’ acceptance bore average effective interest at a rate of 1.5% to 5.40% (2015: 1.5% to 5.46%) per annum and are secured by:

(i) legal charges over the land and buildings of the Group;(ii) charges over short-term deposits of the Group; and(iii) corporate guarantees from the Company.

(b) Bank overdrafts – secured

The bank overdrafts of the Group bear interest at a rate of Base Lending Rate (“BLR”) + 1.5% per annum (2015: BLR + 1.5% per annum). The current BLR rate is 6.85% per annum. The bank facilities of the Group are secured by way of a 3rd party sixth legal charge over 14 parcels of land that include Grant No. 43499, Grant Mukim No. 312, 313, 535, 536, Grant No. 43498, Grant Mukim No. 537, 538, 539, 540, 654, 544, 545 & 546, Lot No. 1019, 1283, 1284, 1333, 1334, 1337, 1338, 1339, 1340, 1341, 1348, 1349, 1350, 1351 respectively, Mukim 12, Province Wellesley Centre, Penang.



72

25. Borrowings (continued)

(c) Term loans

The remaining maturities of the term loans as at 31 March are as follows:

Group2016 2015RM RM

Within one year 482,728 146,641More than one year and less than five years 638,640 158,575Five years and more 883,352 287,968

2,004,720 593,184

The term loan of the Group bear interest at a rate of 7.85% (2015: 7.85%) per annum and are secured by the following:

(i) first party legal charge over certain property of the Group;(ii) first party first legal charge over the freehold land of the Company; and (iii) corporate guarantee by the Company.

26. Deferred tax liabilities

Group2016 2015RM RM

At 1 April 800,270 904,673Recognised in profit or loss (Note 8) (14,582) (104,403)

At 31 March 785,688 800,270



73

26. Deferred tax liabilities (continued)

The components and movements of deferred tax assets and liability during the financial year are as follows:

Revaluation reserve

Property,plant and

equipment TotalRM RM RM

Deferred tax liabilities of the GroupAt 1 April 2015 658,357 215,309 873,666Recognised in profit or loss (9,579) (5,003) (14,582)

At 31 March 2016 648,778 210,306 859,084

At 1 April 2014 667,936 256,305 924,241Recognised in profit or loss (9,579) (40,996) (50,575)

At 31 March 2015 658,357 215,309 873,666

Unabsorbedcapital

allowanceUnutilisedtax losses Total

RM RM RM

Deferred tax assets of the GroupAt 1 April 2015 (7,250) (66,146) (73,396)Recognised in profit or loss - - -

At 31 March 2016 (7,250) (66,146) (73,396)

At 1 April 2014 - (19,568) (19,568)Recognised in profit or loss (7,250) (46,578) (53,828)

At 31 March 2015 (7,250) (66,146) (73,396)

The amounts of temporary differences for which no deferred tax assets have been recognised in the statements of financial position are as follows:

Group2016 2015RM RM

Property, plant and equipment 2,049,116 699,756Unutilised tax losses 1,429,552 397,688

3,478,668 1,097,444



74

27. Dividends

Gross dividend per share Gross dividend

Amount of dividend net of

tax Date of paymentRM RM RM RM

2015Interim dividend 0.03 3,803,532 3,803,532 27 April 2015

28. Significant related party transactions

(a) The Company has related party transactions with the following companies:

2016 2015With subsidiaries: RM RM

Great Marvel Sdn. Bhd.- Loan to - 801,846

JMR Resources Management Sdn. Bhd.- Management fee 26,101 42,592

Lean Seng Chan (Quarry) Sdn. Bhd.- Dividend received 2,600,000 4,200,000

The significant balances with related parties are disclosed in Notes 17 and 24 to the financial statements.

The Directors are of the opinion that the transactions above have been entered into in the normal course of business and have been established on terms and conditions mutually agreed between the relevant parties.

(b) The remuneration of Directors during the financial year is disclosed in Note 5 to the financial statements.

29. Contingencies

Corporate guarantees to certain subsidiaries


Corporate guarantees given by the Company to local banks and third parties for credit facilities granted to certain subsidiaries 22,824,132 14,421,490



75

30. Operating lease arrangements

The Group has entered into operating lease agreements to lease out certain of its investment properties. The future minimum lease payments receivable under operating leases contracted for as of the reporting date but not recognised as receivables, are as follows:

Group2016 2015RM RM

Not later than one year 481,684 268,400Later than one year and not later than five years - 72,000

481,684 340,400

The Group has entered into operating lease agreements for the use of land, premises and road access. The future aggregate minimum lease payments under operating leases contracted for as of the reporting date but not recognised as liabilities are as follows:

Group2016 2015RM RM

Not later than one year 180,200 362,400Later than one year and not later than five years - 97,900

180,200 460,300

31. Operating segments

Products and services from which reportable segments derive their revenue

Information reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance focuses on types of goods or services delivered or provided. The Group’s reportable segments under FRS 8 Operating Segments are therefore as follows:

(i) Investment holding (included letting of properties);(ii) Manufacturing and trading of bituminous premix, tarmac, emulsion and operation of quarry;(iii) Construction; and(iv) Property development.

Segment revenue and results

The following is an analysis of the Group’s revenue and results by reportable segments:

Investment Propertyholdings Manufacturing Construction development Elimination Consolidated

RM RM RM RM RM RM

2016:RevenueExternal revenue 362,790 17,757,580 320,956 11,075,488 - 29,516,814Inter-segment revenue 3,810,642 63,197 13,132,379 - (17,006,218) -

Total revenue 4,173,432 17,820,777 13,453,335 11,075,488 (17,006,218) 29,516,814



76

31. Operating segments (continued)

Segment revenue and results (continued)


RM RM RM RM RM RM2016:ResultsSegment profit/(loss) 2,152,352 1,199,776 214,364 (9,326,432) 10,337,919 4,577,979Other income 441,339 3,660,501 4,747,108 903,736 (8,282,991) 1,469,693Finance costs - (555,190) - (404,410) - (959,600)Share of profit of

associates 1,700,000 - - - 138,580 1,838,580

Profit/(Loss) before tax 4,293,691 4,305,087 4,961,472 (8,827,106) 2,193,508 6,926,652

Tax expense (712,982) (1,458,281) (5,382) (6,525) 6,380 (2,176,790)

Profit/(Loss) for the financial year 3,580,709 2,846,806 4,956,090 (8,833,631) 2,199,888 4,749,862

2015:RevenueExternal revenue 337,130 31,995,137 2,605,341 21,889,253 - 56,826,861Inter-segment

revenue 5,846,328 1,437,347 21,328,151 - (28,611,826) -

Total revenue 6,183,458 33,432,484 23,933,492 21,889,253 (28,611,826) 56,826,861

ResultsSegment profit/(loss) 4,124,940 5,295,201 1,596,185 (3,289,044) (5,484,944) 2,242,338Other income 2,594 897,533 96,031 166,691 (96,000) 1,066,849Finance costs - (140,951) - (516,707) - (657,658)Share of loss of

associates - - - - (112,485) (112,485)

Profit before tax 4,127,534 6,051,783 1,692,216 (3,639,060) (5,693,429) 2,539,044Tax expense (90,571) (1,115,387) (428,684) (33,052) 6,380 (1,661,314)

Profit/(Loss) for the financial year 4,036,963 4,936,396 1,263,532 (3,672,112) (5,687,049) 877,730

The accounting policies of the reportable segments are the same as the Group’s accounting policies described in Note 2 to the financial statements. Segment profit represents the profit earned/loss suffered by each segment without other income, finance costs, share of profit/(loss) of associates and tax expenses. This is the measure reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance.



77


Segment assets and liabilities


RM RM RM RM RM RM

2016:AssetsSegment assets 112,237,820 33,001,391 1,534,517 110,200,125 (126,157,361) 130,816,492Investments in

associates 1,504,768 20,000 - - (627,844) 896,924Unallocated

corporate assets 10,040 746,399 253,388 2,107,968 - 3,117,795

Consolidated total assets 134,831,211

LiabilitiesSegment liabilities 7,279,605 8,922,359 9,918,026 8,983,486 (23,797,652) 11,305,824Unallocated

corporate liabilities 265,028 12,586,573 - 9,613,034 - 22,464,635

Consolidated total liabilities 33,770,459

2015:AssetsSegment assets 116,878,534 45,165,787 27,369,655 104,700,323 (170,147,804) 123,966,495Investments in

associates 1,504,769 - - - (766,424) 738,345Unallocated

corporate assets 10,124 280,964 - 2,676,092 - 2,967,180

Consolidated total assets 127,672,020

LiabilitiesSegment liabilities 7,224,534 6,665,124 19,498,490 39,170,649 (55,330,191) 17,228,606Unallocated

corporate liabilities 236,004 2,283,302 44,687 11,629,860 - 14,193,853

Consolidated total liabilities 31,422,459

For the purposes of monitoring segment performance and allocating resources between segments:

(i) all assets are allocated to reportable segments other than investments in associates, short-term deposits, current and deferred tax assets, and other financial assets. Goodwill is allocated to reportable segments.

(ii) all liabilities are allocated to reportable segments other than other borrowings and current and deferred tax liabilities.



78


Other segment information

Investment Propertyholdings Manufacturing Construction development Consolidated

RM RM RM RM RM

2016:Other informationAdditions to non-current assets 85,745 605,559 - 7,453 698,757Depreciation and amortisation

expense 34,034 281,575 - 155,895 471,504Non-cash expenses other than

depreciation and amortisation 1,437 1,234,853 - 9,000 1,245,290

2015:Other informationAdditions to non-current assets 34,121 2,320,764 - 607,160 2,962,045Depreciation and amortisation

expense 153,419 357,174 - 124,719 635,312Non-cash expenses other than

depreciation and amortisation - (20,000) - 6,265,684 6,245,684

Revenue from major products and services

Analysis of revenue from major products and services was not disclosed due to it is not practical to analyse these information without incurring excessive costs.

Geographical information

Information on geographical segments is not presented as the Group operates predominantly in Malaysia.

32. Financial instruments

Categories of financial instrument

The table below provides an analysis of financial instruments categorised as follows:(a) Loan and receivables (“L&R”);(b) Financial liabilities measured at amortised cost (“FL”).

Carryingamount L&R FL

RM RM RM2016GroupFinancial assetsTrade and non-trade receivables 11,770,669 11,770,669 -Fixed deposits with licensed banks 1,029,816 1,029,816 -Cash and bank balances 3,412,910 3,412,910 -

16,213,395 16,213,395 -



79

32. Financial instruments (continued)

Categories of financial instrument (continued)

Carryingamount L&R FL

RM RM RM

2016GroupFinancial liabilitiesTrade and non-trade payables (10,520,136) - (10,520,136)Borrowings (22,199,207) - (22,199,207)

(32,719,343) - (32,719,343)

2015GroupFinancial assetsTrade and non-trade receivables 20,514,246 20,514,246 -Fixed deposits with licensed banks 919,209 919,209 -Cash and bank balances 5,399,075 5,399,075 -

26,832,530 26,832,530 -

Financial liabilitiesTrade and non-trade payables (16,428,336) - (16,428,336)Borrowings (13,913,162) - (13,913,162)

(30,341,498) - (30,341,498)

2016CompanyFinancial assetsTrade and non-trade receivables 6,914,810 6,914,810 -Cash and bank balances 263,943 263,943 -

7,178,753 7,178,753 -

Financial liabilitiesTrade and non-trade payables (119,881) - (119,881)

2015CompanyFinancial assetsTrade and non-trade receivables 2,604,982 2,604,982 -Cash and bank balances 534,150 534,150 -

3,139,132 3,139,132 -Financial liabilitiesTrade and non-trade payables (4,857,826) - (4,857,826)



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Financial risk management objectives and policies The Group and the Company are exposed to financial risks arising from their operations and the use of financial instruments. The key financial risks include credit risk, interest rate risk, cash flows risk and liquidity risk.

The Group’s and the Company’s financial risk management policy seeks to ensure that adequate financial resources are available for the development of the Group’s and of the Company’s businesses whilst managing its credit risk, interest rate risk, cash flows and liquidity risk.

The following sections provide details regarding the Group’s and the Company’s exposure to the above mentioned financial risks and the objectives, policies and processes for the management of these risks.

Credit risk The Group’s exposure to credit risk, or the risk of counterparties defaulting, arises mainly from trade receivables. The Group manages its exposure to credit risk by the application of credit approvals, credit limits and monitoring procedures on an ongoing basis. For other financial assets (including quoted investments, cash and bank balances and derivatives), the Group minimises credit risk by dealing exclusively with high credit rating counterparties.

The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of the trade receivables as appropriate. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss component established for groups of similar assets in respect of losses that might have been incurred but not yet identified. Impairment is estimated by management based on prior experience and the current economic environment.

Credit risk concentration profile

The Group has no major concentration of credit risk and manages these risks by monitoring credit ratings and limiting the aggregate financial exposure to any individual counterparty.

Exposure to credit risk

As the Group does not hold any collateral, the maximum exposure to credit risk is represented by the carrying amount of the financial assets as at the end of the reporting period.

Ageing analysis

The ageing analysis of the Group’s trade receivables as at reporting date are as follows:

Grossamount Impairment

Carryingvalue

RM RM RM

Group2016Not past due: 3,441,109 - 3,441,109Past due:- 1 to 30 days 483,534 - 483,534- 31 to 60 days 545,041 - 545,041- 61 to 90 days 610,710 - 610,710- 91 to 120 days 2,877,692 - 2,877,692- more than 120 days 2,725,800 (1,095,973) 1,629,827

10,683,886 (1,095,973) 9,587,913



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Credit risk (continued)

Ageing analysis (continued)

Grossamount Impairment

Carryingvalue

RM RM RM

Group2015 Not past due: 13,482,142 - 13,482,142Past due:- 1 to 30 days 1,921,591 - 1,921,591- 31 to 60 days 810,468 - 810,468- 61 to 90 days 440,081 - 440,081- 91 to 120 days 202,549 - 202,549- more than 120 days 1,680,402 (79,120) 1,601,282

18,537,233 (79,120) 18,458,113

The impairment is determined based on estimated irrecoverable amounts from the sale of goods, determined by reference to past default experience.

Trade receivables that are neither past due nor impaired

A significant portion of trade receivables that are neither past due nor impaired are regular customers that have been transacting with the Group. The Group uses ageing analysis to monitor the credit quality of the trade receivables. Any receivables having significant balances past due, which are deemed to have higher credit risk, are monitored individually.

Trade receivables that are past due but not impaired

The Group believes that no impairment allowance is necessary in respect of these trade receivables. They are substantially companies with good collection track record and no recent history of default.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rate. The Group’s exposure to interest rate risk arises mainly from interest-bearing financial assets and liabilities. The Group’s policies are to obtain the most favourable interest rates available. Any surplus funds of the Group will be placed with licensed financial institutions to generate interest income.

In respect of interest-earning financial assets and interest-bearing financial liabilities, the following table indicates its effective interest rates at the reporting date and the periods in which they reprice or mature, whichever is earlier:


82



Interest rate risk (continued)

Effective interest rates and repricing analysis

Effective interest rate per annum

Within1 year

1 - 5years Total

% RM RM RMGroup2016Financial assetsFixed deposits with licensed banks 2.75 – 3.45 1,029,816 - 1,029,816

Financial liabilitiesBorrowings:- Bankers acceptance 1.50 – 5.40 (284,901) - (284,901)- Bank overdrafts 7.60 – 8.45 (19,909,586) - (19,909,586)- Term loans 7.85 (482,728) (1,521,992) (2,004,720)

(20,677,215) (1,521,992) (22,199,207)

(19,647,399) (1,521,992) (21,169,391)

2015Financial assetsFixed deposits with licensed banks 2.75 – 3.45 919,209 - 919,209

Financial liabilitiesBorrowings:- Bankers acceptance 1.50 – 5.46 (2,278,064) - (2,278,064)- Bank overdrafts 7.60 – 8.35 (11,041,914) - (11,041,914)- Term loans 7.85 (146,641) (446,543) (593,184)

(13,466,619) (446,543) (13,913,162)

(12,547,410) (446,543) (12,993,953)


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Interest rate risk (continued)

Interest rate risk sensitivity analysis

The following table details the sensitivity analysis to a reasonably possible change in the interest rates as at the end of the reporting period, with all other variables held constant:

Group2016 2015

Increase/(Decrease)

Increase/(Decrease)

RM RM

Effects on profit after taxation

Increase of 10 basis point (1,588) (975)Decrease of 10 basis point 1,588 975

Effects on equity

Increase of 10 basis point (1,588) (975)Decrease of 10 basis point 1,588 975

Cash flow risk

The Group reviews its cash flow position regularly to manage their exposure to fluctuations in future cash flows associated with their monetary financial instruments.

Liquidity risk

Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for the management of the Group’s and the Company’s funding and liquidity management requirements. The Group and the Company’s manages liquidity risk by maintaining adequate reserves and banking facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

The Group and the Company monitors and maintains a level of cash and cash equivalents deemed adequate by management to finance the Group’s and the Company’s operations and to mitigate the effects of fluctuations in cash flows.

It is not expected that the cash flows included in the maturity analysis could significant earlier, or at significantly different amounts.


84



Maturity analysis

The table below show summaries the maturity profile of the Group’s and the Company’s financial liabilities as at the end of the reporting period based on undiscounted contractual payments:

Carryingamount

Contractualinterest rate

Contractualcash flows

Within1 year

1 - 5years

RM % RM RM RM

Group2016Trade and non-trade payables 10,520,136 - 10,520,136 10,520,136 -Borrowings:- Banker acceptance 284,901 1.50 - 5.40 284,901 284,901 -- Bank overdraft 19,909,586 7.60 - 8.45 19,909,586 19,909,586 -- Term loan 2,004,720 7.85 2,334,872 624,432 1,710,440

32,719,343 33,049,495 31,339,055 1,710,440

2015Trade and non-trade payables 16,428,336 - 16,428,336 16,428,336 -Borrowings:- Banker acceptance 2,278,064 1.50 - 5.46 2,278,064 2,278,064 -- Bank overdraft 11,041,914 7.60 – 8.35 11,041,914 11,041,914 -- Term loan 593,184 7.85 683,828 188,004 495,824

30,341,498 30,432,142 29,936,318 495,824

Company2016Trade and non-trade payables 119,881 - 119,881 119,881 -

2015Trade and non-trade payables 4,857,826 - 4,857,826 3,916,808 941,018


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Fair values

The following summarises the methods used to determine the fair values of the financial instruments:

(i) The financial assets and financial liabilities maturing within the next 12 months approximated their fair values due to the relatively short term maturity of the financial instruments.

(ii) The carrying amounts of the term loans approximated their fair values as these instruments bear interest at variable rates.

The aggregate fair values and the carrying amount of the financial assets and financial liabilities carried on the statement of financial position as at 31 March are as below:

Fair value hierarchy

The table below analyses financial instrument carried at fair value, by valuation method. The different levels have been defined as follows:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.Level 2: Inputs other than quoted prices included within Level 1 that are observable for assets or liabilities, either directly (i.e. as prices) or indirectly (i.e. derived from prices).Level 3: Input for the assets or liabilities that are not based on observable market data (unobservable inputs).

2016 2015Carryingamount

Fairvalue

Carryingamount

Fairvalue

RM RM RM RMLevel 2 Level 2

Group Financial liability:Borrowings 22,199,207 22,199,207 13,913,162 13,913,162


86

33. Capital management

The primary objective of the Group’s and the Company capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximise shareholder value.

The Group and the Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group and the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the years ended 31 March 2016 and 31 March 2015.

Under the requirements of Bursa Malaysia Practice Note 17, the Group is required to maintain a consolidated Shareholders’ equity equal to or not less than 25% of the issued and paid up capital (excluding treasury shares). The Group has complied with this requirement.

The debt to equity ratio is calculated as net debt divided by total capital. Net debt is calculated based on borrowings less cash and cash equivalents. Total capital is calculated as equity plus net debt. The debt to equity ratio of the Group as at the end of the reporting period was as follows:

Group2016 2015RM RM

Borrowing 22,199,207 13,913,162Less: Fixed deposits licensed banks (1,029,816) (919,209)Less: Cash and bank balances (3,412,910) (5,399,075)

Net debt 17,756,481 7,594,878Total equity 101,060,752 96,249,561

Total capital 118,817,233 103,844,439

Gearing ratio (times) 0.15 0.07



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34. Supplementary information – disclosure on realised and unrealised profits/losses

On 25 March 2010, Bursa Malaysia Securities Berhad issued a directive to all listed issuers pursuant to Paragraphs 2.06 and 2.23 of the Bursa Securities Main Market Listing Requirements. The directive requires all listed issuers to disclose the breakdown of the unappropriated profits or accumulated losses as of the end of the reporting period into realised and unrealised profits or losses.

On 20 December 2010, Bursa Malaysia Securities Berhad further issued guidance on the disclosure and the prescribed format required.

The breakdown of the accumulated losses of the Group and of the Company as of 31 March 2016 into realised and unrealised amounts, pursuant to the directive, is as follows:


Total accumulated losses of the Company and its subsidiaries:Realised 5,197,743 4,834,374 (31,433,484) (33,035,979)Unrealised (785,688) (800,270) - -

4,412,055 4,034,104 (31,433,484) (33,035,979)

Add: Consolidation adjustments (30,334,894) (34,699,022) - -

Total accumulated losses as per statements of financial position (25,922,839) (30,664,918) (31,433,484) (33,035,979)

The determination of realised and unrealised profits or losses is based on Guidance of Special Matter No. 1 “Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Securities Listing Requirements” as issued by the Malaysian Institute of Accountants on 20 December 2010. A charge or a credit to the profit or loss of a legal entity is deemed realised when it is resulted from the consumption of resource of all types and form, regardless of whether it is consumed in the ordinary course of business or otherwise. A resource may be consumed through sale or use. Where a credit or a charge to the profit or loss upon initial recognition or subsequent measurement of an asset or a liability is not attributed to consumption of resource, such credit or charge should not be deemed as realised until the consumption of recourse could be demonstrated.

The supplementary information been made solely for complying with the disclosure requirements stipulated in the directive of Bursa Malaysia Securities Berhad and is not made for any other purposes.

35. General information

The Company is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the Main Market of Bursa Malaysia Securities Berhad.

The Company is principally involved in investment holding and providing management services. The principal activities of the subsidiaries are as stated in Note 15 to the financial statements. There have been no significant changes in the nature of the activities of the Group and of the Company during the financial year.

The registered office of the Company is at 39, Salween Road, 10050 Penang, Malaysia. The principal place of business of the Company is at No. 65, Sri Bahari Road, 10050 Penang, Malaysia.

The financial statements of the Group and of the Company were authorised for issue by the Board of Directors in accordance with a resolution of the directors on 11 July 2016.


88

Group PropertiesAs At 31 March 2016

Location Descriptionof Property

Existing Use

Area (approximate)

Age ofBuilding

(approximateyears)

Tenure Date of Acquisition

Carrying Amount

as at Mar 31, 2016

RM'000

Lot 3006, Mukim 6,Daerah Seberang Perai Tengah,Pulau Pinang.

3 Storey Shop -Office Building

OfficePremises

4,020square feet

22 Freehold 18/05/2004 344

Lot 1019,1283,1284,1333,1334,1337~1341 & 1348~1351,Mukim 12,Daerah Seberang Perai Tengah,Pulau Pinang.

Quarry Land QuarryingActivities

48acres

- Freehold 18/05/2004 14,570


Double Storey Shop-

Office Building

Vacant 111square metres

17 Freehold 18/05/2004 152


Double Storey Shop-

Office Building


17 Freehold 18/05/2004 152

Plot 285,Bayan Lepas Industrial Estate,Phase III,Pulau Pinang.

Industrial Land and Building

RentedOut

23,329square feet

22 Leasehold(expiry:

2049)

18/05/2004 2,826

Lot 544, 590, 1307, 3429, 3430, 3435 & 3436, Mukim 3,Daerah Seberang Perai Utara,Pulau Pinang.

Agriculture Land

RentedOut

19acres

- Freehold 18/05/2004 680

Lot 20039~20396 & 20399~20408,Mukim 14, Daerah Seberang Perai Selatan,Pulau Pinang.

PropertyDevelopment-

in-progress

PropertyDevelopment

Project

66acres

- Freehold 18/05/2004 29,164

Lot 2152~2202, 2204~2214 & 2216~2264,Seksyen 42, Tebuan, Bandar Kulim,Kedah Darul Aman.

Vacant Land Vacant 15acres

- Freehold 18/05/2004 3,676

Lot 2328, Mukim 6,Daerah Seberang Perai Selatan,Pulau Pinang.

Bungalow Lot Vacant 10,764square feet

- Freehold 18/05/2004 131

Lot 24, Seksyen 18,Daerah Timur Laut,Bandar Georgetown,Pulau Pinang.

Shop cum Office


11 Freehold 31/03/2005 216

Plot 728, No.3058/95, P.T. No.1523,Mukim Padang Meha,Daerah Kulim, Kedah.

Single StoreyBungalow

Vacant 3,606square feet

9 Freehold 18/12/2007 169


89

Group Properties (cont’d)As At 31 March 2016

Location Descriptionof Property

Existing Use

Area (approximate)

Age ofBuilding

(approximateyears)

Tenure Date of Acquisition

Carrying Amount

as at Mar 31, 2016

RM'000

Lot Nos. 785 & 786, Section 4,Town of Georgetown,ASWAN, Level 5,Parcel No. 4A (single), Penang.

Condominium Vacant 2,129square feet

19 Freehold 05/11/2009 869

Lot 297, Merbau Pulas,Pekan Merbau Pulas,Kulim, Kedah.

Vacant Land Vacant 473,454square feet

- Freehold 30/12/2009 4,260

Lot 7703, Mk 14, Daerah Seberang Perai Tengah, Pulau Pinang.

Industrial Land and

Building

Workshop 93,571square feet

19 Leasehold(Expiry:

2056)

21/12/2009 1,519

Lot Nos. 194 and 195, Mukim 5, Tempat Titi Serong, Daerah Barat Daya, Pulau Pinang.Lot Nos. 381, 382, 383 and 384, Mukim 5, Tempat Bukit Relau, Daerah Barat Daya, Pulau Pinang.

Vacant Land Vacant 383,983square feet

- Freehold 21/12/2009 4,142

Lot 1202, 1204, 1206 and 1064,Seksyen 4, Town of Butterworth,Seberang Perai Utara, Pulau Pinang.

Development Land

RentedOut

31,179square feet

- Freehold 21/12/2009 2,027

Lot 1205, Section 4,Town of Butterworth,Seberang Perai Utara, Pulau Pinang.

Development Land

RentedOut

4,065square feet

- Freehold 21/06/2010 306

Lot 518 & 519, Section 4,Town of Butterworth,Seberang Perai Utara, Pulau Pinang.

Development Land

RentedOut

10,459square feet

- Freehold 08/11/2010 794

Lot Nos. 785 & 786, Section 4,Town of Georgetown,ASWAN, Level 2,Parcel No. 1A (single), Penang.

Condominium Vacant 2,129square feet

19 Freehold 05/11/2009 1,005

Lot 904, Mukim Padang Peliang,Daerah Pendang, Kedah.

Vacant Land Vacant 155,323 square metres

- Leasehold(Expiry:

2091)

11/04/2013 118

Lot 117, Mukim 12,Daerah Seberang Perai Tengah,Negeri Pulau Pinang

Vacant Land Vacant 26,657square metres

- Freehold 30/1/2016 6,949


90

Analysis Of ShareholdingsAs At 30 June 2016

Shareholdings Statistics

Authorised Share Capital : RM200,000,000Issued and Paid Up Capital : RM126,784,397Class of Share : Ordinary shares of RM1.00 eachVoting Right : One vote for each ordinary share

Distribution of Shareholdings

No. of Holders Holdings Total Holdings % of Issued Capital

32 1 - 99 1,221 0.001,231 100 - 1,000 265,137 0.21

135 1,001 - 10,000 560,857 0.4449 10,001 - 100,000 1,724,541 1.3622 100,001 and below 5% 7,151,294 5.6418 5% and above 117,081,347 92.35

Total 1,487 126,784,397 100.00

List of the Thirty Largest Shareholders

No. Shareholders No. of Shares% of

Issued Capital1 JMR CONSOLIDATED HOLDINGS SDN BHD 63,404,877 50.012 MAYBANK NOMINEES (TEMPATAN) SDN BHD

BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR GOH NAI KOOI @ GAH MAI KWAI5,873,300 4.63

3 LIM HONG SIANG @ LIM HONG SUN 5,430,000 4.284 MAYBANK NOMINEES (TEMPATAN) SDN BHD

BENEFICIARY : VANLITE ENTERPRISE (M) SDN BHD5,250,100 4.14

5 MAYBANK NOMINEES (TEMPATAN) SDN BHDBENEFICIARY : QUAH SAW GIM

4,753,000 3.75

6 LEADING BUILDERS SDN. BHD. 4,291,386 3.387 MAYBANK NOMINEES (TEMPATAN) SDN BHD

BENEFICIARY : YAP EAN SIN3,620,900 2.86

8 MAYBANK NOMINEES (TEMPATAN) SDN BHDBENEFICIARY : OOI BEE SIM

3,469,200 2.74

9 MAYBANK NOMINEES (TEMPATAN) SDN BHDBENEFICIARY : BOEY CHENG HAI

3,000,000 2.37

10 DOESTRONIC SDN.BHD. 2,971,000 2.3411 SYABAS WILAYAH SDN. BHD. 2,547,900 2.0112 GOH YONG CHEE 2,500,000 1.9713 FONG AH FOOK CIVIL CONSTRUCTION SDN. BHD. 2,224,900 1.7514 MAYBANK NOMINEES (TEMPATAN) SDN BHD

BENEFICIARY : GOH NAI KOOI @ GOH MAI KWAI1,922,000 1.52

15 PENG WEN CHIH 1,557,934 1.2316 MAYBANK NOMINEES (TEMPATAN) SDN BHD

BENEFICIARY : LAI PIN YONG1,500,000 1.18

17 HLIB NOMINEES (TEMPATAN) SDN BHDBENEFICIARY : HONG LEONG BANK BHD FOR SENCO (M) SDN BHD

1,489,000 1.17


91

Analysis Of Shareholdings (cont’d)As At 30 June 2016

List of the Thirty Largest Shareholders (cont’d)

No. Shareholders No. of Shares% of

Issued Capital18 ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD

BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR GOH NAI KOOI @ GAH MAI KWAI (8119540)

1,275,850 1.01

19 TAN YEN KEAN 515,000 0.4120 GOH YONG LIN 511,000 0.4021 CHEE KIT HO 509,000 0.4022 JANIS TAN SOOI IMM 500,000 0.3923 BOEY CHENG HAI 491,846 0.3924 GOH YONG CHEE 457,300 0.3625 TEOH HIN HENG 388,200 0.3126 PH'NG SEOK TIANG 362,257 0.2927 MAYBANK NOMINEES (TEMPATAN) SDN BHD

BENEFICIARY : TEOH LENG LAN342,600 0.27

28 THAM YEN THIM 334,000 0.2629 TAM MOON TIN 333,000 0.2630 THUM SAI THIAM 333,000 0.26

Substantial Shareholders

No. of Ordinary Shares

ShareholdersDirect

Interest% of

Issued CapitalDeemed Interest

% of Issued Capital

JMR Consolidated Holdings Sdn Bhd 63,404,877 50.01 - -Dato’ Ir. Goh Nai Kooi @ Gah Mai Kwai 9,149,950 7.22 70,157,877* 55.34Datin Quah Saw Gim 4,753,000 3.75 64,893,877** 51.18Dato’ Ir. Dr. Goh Yong Chee 2,957,300 2.33 65,393,877*** 51.58

* Deemed interest through corporate shareholders and his spouse and daughter.** Deemed interest through corporate shareholders.*** Deemed interest through corporate shareholders and his spouse.

Directors' Shareholdings

No. of Ordinary Shares

DirectorsDirect

InterestDeemed Interest Total

% of Issued Capital

Dato’ Ir. Goh Nai Kooi @ Gah Mai Kwai 9,149,950 70,157,877* 79,307,827 62.55Dato’ Ir. Dr. Goh Yong Chee 2,957,300 65,393,877** 68,351,177 53.91Tham Yen Thim 334,000 - 334,000 0.26Ir. Boey Cheng Hai 3,491,846 - 3,491,846 2.75

* Deemed interest through corporate shareholders and his spouse and daughter.** Deemed interest through corporate shareholders and his spouse.


92

Notice of the Fourteenth Annual General Meeting

NOTICE IS HEREBY GIVEN THAT the Fourteenth Annual General Meeting of JMR Conglomeration Bhd. (“JMR” or the “Company”) will be held at Lawang Room, Parkroyal Penang, Batu Ferringhi Beach, 11100 Penang, Malaysia on Monday, 22 August 2016 at 11.30 a.m for the transaction of the following business:

AS ORDINARY BUSINESS

1 To receive the Audited Financial Statements for the financial year ended 31 March 2016 together with the Reports of the Directors and Auditors thereon.

2 To approve the payment of Directors’ fees of RM83,000.00 for the financial year ended 31 March 2016. Resolution 1

3 To re-elect Mr. Tan Yen Yeow, a Director of the Company retiring pursuant to Article 109 of the Company’s Articles of Association. Resolution 2

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

• “THAT Dato’ Abdul Rahman Bin Ahmad, retiring pursuant to Section 129(6) of the Companies Act, 1965, be and is hereby re-appointed as Director of the Company to hold office until the conclusion of the next Annual General Meeting of the Company.”

• “THAT Mr. Tham Yen Thim, retiring pursuant to Section 129(6) of the Companies Act, 1965, be and is hereby re-appointed as Director of the Company to hold office until the conclusion of the next Annual General Meeting of the Company.”

• “THAT IR. Boey Cheng Hai, retiring pursuant to Section 129(6) of the Companies Act, 1965, be and is

hereby re-appointed as Director of the Company to hold office until the conclusion of the next Annual General Meeting of the Company.”

• “THAT Dato’ IR. Goh Nai Kooi @ Gah Mai Kwai, retiring pursuant to Section 129(6) of the Companies Act, 1965, be and is hereby re-appointed as Director of the Company to hold office until the conclusion of the next Annual General Meeting of the Company.”

Resolution 3

Resolution 4

Resolution 5

Resolution 6

5 To re-appoint Messrs. PKF as Auditors of the Company until the conclusion of the next annual general meeting and to authorise the Directors to fix their remuneration. Resolution 7


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Notice of the Fourteenth Annual General Meeting (cont’d)

6 AS SPECIAL BUSINESS

To consider and, if thought fit, to pass the following resolutions, with or without modification, as Ordinary Resolutions:

AUTHORITY UNDER SECTION 132D OF THE COMPANIES ACT, 1965 FOR THE DIRECTORS TO ISSUE SHARES

“THAT, subject always to the Companies Act, 1965 (“the Act”), the Articles of Association of the Company and the approvals of the relevant government and/or regulatory authorities, the Directors be and are hereby authorised, pursuant to Section 132D of the Act, to allot and issue shares in the Company at any time until the conclusion of the next Annual General Meeting or the expiration of the period within which the next Annual General Meeting is required by law to be held or revoked/varied by resolution passed by the shareholders in general meeting whichever is the earlier and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deemed fit, provided that the aggregate number of shares to be issued does not exceed 10% of the issued share capital of the Company for the time being and that the Directors are also empowered to obtain the approval from Bursa Malaysia Securities Berhad for the listing of and quotation for the additional shares to be issued.” Resolution 8

7 CONTINUATION IN OFFICE AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR

“THAT, Dato’ Abdul Rahman Bin Ahmad, who has served as an Independent Non-Executive Director of the Company for a cumulative term of more than nine (9) years, be retained and continued to act as an Independent Non-Executive Director of the Company in accordance with the Malaysian Code on Corporate Governance 2012 until the conclusion of the next Annual General Meeting.” Resolution 9

8 To transact any other business of which due notice shall have been given in accordance with the Company’s Articles of Association and the Companies Act, 1965.

By Order of the Board

OOI YOONG YOONG (MAICSA 7020753) SecretaryPenang29 July 2016

Notes:

Appointment of Proxy

1. A member of the Company entitled to attend and vote is entitled to appoint any person as his proxy to attend and vote in his stead. There is no restriction as to the qualification of the proxy. A proxy need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.

2. The instrument appointing a proxy must be deposited at the registered office of the Company at 39 Salween Road, 10050 Penang

not less than forty eight (48) hours before the time appointed for holding the meeting. 3. The instrument appointing a proxy shall be in writing under the hands of the appointor or his attorney duly authorised in writing or

if such appointor is a corporation, (a) under its Seal or (b) under the hands of its attorney duly authorised and in the case of (b), be supported by a certified true copy of the power of attorney.

4. A Member shall not, subject to Paragraph (5) below, be entitled to appoint more than two (2) proxies to attend and vote at the same

meeting. Where a member appoints two (2) proxies to attend and vote at the same meeting, the appointment shall be invalid unless the member specifies the proportion of his shareholding to be represented by each proxy.


94

Notice of the Fourteenth Annual General Meeting (cont’d)

5. Where a Member of the Company is an exempt authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, 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.

General Meeting Record of Depositors

6. Only a depositor whose name appears on the Record of Depositors of the Company as at 15 August 2016 shall be entitled to attend this Annual General Meeting or appoint proxies to attend, speak and/or vote on his/her behalf.

Special Business

7. Resolution 8 - Authority under Section 132D of the Companies Act, 1965 for the Directors to issue shares

The proposed Resolution 8, if passed, will give authority to the Board of Directors to issue and allot ordinary shares from the unissued capital of the Company at any time in their absolute discretion and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company or the expiration of the period within which the next Annual General Meeting is required by law to be held or revoked/varied by resolution passed by the shareholders in general meeting whichever is the earlier.

As at the date of this Notice, no new shares in the Company were issued pursuant to the mandate granted to the Directors at the last Annual General Meeting which will lapse at the conclusion of the Fourteenth Annual General Meeting.

This renewed general mandate will provide flexibility to the Company for any possible fund raising activities, including but not limited to placing of shares, for purpose of funding future investment project(s), working capital and/or acquisitions.

8. Ordinary Resolution 9 - Continuation In Office As An Independent Non-Executive Director

The Nomination Committee had assessed the independence of Dato’ Abdul Rahman Bin Ahmad who has been serving as an Independent Non-Executive Director of the Company for more than a cumulative term of nine (9) years and the Board has recommended that the approval of the shareholders be sought to retain Dato’ Abdul Rahman Bin Ahmad as an Independent Non-Executive Director as he possess the following attributes necessary in discharging his roles and functions as an Independent Non-Executive Director of the Company:-

i) Has vast experience in the various industries the Group is involved in and as such could provide the Board with wide experience, expertise and independent judgement;

ii) Has good and thorough understanding of the main drivers of the business in a manner;

iii) Actively participate in Board deliberations and decision making in an objective manner; and

iv) Exercises due care in all undertakings of the Group and carry out his fiduciary duties in the interest of the Company and minority shareholders.


95

Statement Accompanying Notice Of 14th Annual General MeetingPURSUANT TO PARAGRAPH 8.27(2) OF BURSA MALAYSIA SECURITIES BERHAD’S MAIN MARKET LISTING REQUIREMENTS

No individual is standing for election as a Director at the forthcoming 14th Annual General Meeting of the Company.

Personal data privacy:

By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the AGM and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the AGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “Purposes”), (ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty.


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I/We(*NRIC NO./COMPANY NO.)

of

being **a member/members of JMR CONGLOMERATION BHD., hereby appoint

(*NRIC NO./COMPANY NO.)

of

or failing him, (*NRIC NO./COMPANY NO.)

of(FULL ADDRESS)

or failing him, the Chairman of the meeting, as * my/our proxy to vote for * me/us on * my/our behalf at the Fourteenth Annual General Meeting of the Company to be held at Lawang Room, Parkroyal Penang, Batu Ferringhi Beach, 11100 Penang, Malaysia on Monday, 22 August 2016 at 11.30 a.m and at any adjournment thereof.

No. Resolutions Ordinary For Against

1 To approve the payment of Directors’ fees of RM83,000.00 for the financial year ended 31 March 2016. Resolution 1

2 To re-elect Mr. Tan Yen Yeow as Director of the Company pursuant to Article 109 of the Company’s Articles of Association.

Resolution 2

3 To re-appointed Dato’ Abdul Rahman Bin Ahmad as Director of the Company, pursuant to Section 129(6) of the Companies Act, 1965

Resolution 3

4 To re-appointed Mr. Tham Yen Thim as Director of the Company, pursuant to Section 129(6) of the Companies Act, 1965

Resolution 4

5 To re-appointed IR. Boey Cheng Hai as Director of the Company, pursuant to Section 129(6) of the Companies Act, 1965

Resolution 5

6 To re-appointed Dato’ IR. Goh Nai Kooi @ Gah Mai Kwai as Director of the Company, pursuant to Section 129(6) of the Companies Act, 1965

Resolution 6

7 To re-appoint Messrs. PKF as Auditors of the Company and to authorise the Directors to fix their remuneration Resolution 7

8 Authority under Section 132D of the Companies Act, 1965 for the Directors to issue shares Resolution 8

9 Continuation in office as an Independent Non-Executive Director - Dato’ Abdul Rahman Bin Ahmad Resolution 9

Pleaseindicatewithan“X”intheappropriatespaceprovidedaboveonhowyouwishyourvotetobecast.Ifnospecificdirectionastovotingisgiven,theproxy will vote or abstain from voting at his/her discretion.

The proportion of shareholdings to be represented by my proxies:No. of shares Percentage

Proxy 1Proxy 2

Total 100%

Dated this day of 2016

Notes:

1. A member of the Company entitled to attend and vote is entitled to appoint any person as his proxy to attend and vote in his stead. There is no restriction as to the qualification of the proxy. A proxy need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.

2. The instrument appointing a proxy must be deposited at the registered office of the Company at 39 Salween Road, 10050 Penang not less than forty eight (48) hours before the time appointed for holding the meeting.

3. The instrument appointing a proxy shall be in writing under the hands of the appointor or his attorney duly authorised in writing or if such appointor is a corporation, (a) under its Seal or (b) under the hands of its attorney duly authorised and in the case of (b), be supported by a certified true copy of the power of attorney.

4. A Member shall not, subject to Paragraph (5) below, be entitled to appoint more than two (2) proxies to attend and vote at the same meeting. Where a member appoints two (2) proxies to attend and vote at the same meeting, the appointment shall be invalid unless the member specifies the proportion of his shareholding to be represented by each proxy.

5. Where a Member of the Company is an exempt authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, 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.

* Strike out whichever is not desired.


(Incorporated in Malaysia)

FORM of PROXYNumber of shares held

CDS account number

Common Seal/Signature of Member

The Company SecretaryJMR Conglomeration Bhd. 592280-W(Incorporated in Malaysia)

39, Salween Road, 10050 Penang,Malaysia.

AffixStamp

Please fold across the lines and close

Please fold across the lines and close

Over Three Decades in Road Paving, Infrastructure and Property Development


日马集团股份有限公司

A Public Listed Company on Bursa Malaysia Securities Berhad since 2004

65, Sri Bahari Road10050 Penang, MalaysiaTel : (604) 264 4992 / 4993Fax : (604) 264 5122Email : [email protected]

JMR Conglomeration Bhd. - MalaysiaStock.Biz Audit Committee Report ... (BEM). Dato’ Ir. Goh also...

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