Hatching For The Future - teo seng capital berhad

nnual Report 2012 

Hatching For The Future

Ritma Prestasi Sdn. Bhd. (629010-U) 

Lot 21 & 23, Jalan TPP 5/13, Seksyen 5, Taman Industri Puchong, 47100 Puchong, Selangor. 

Tel: 03-80619330/80615332 Fax: 03-80619331 Website: www.ritmapres.com

ontents 

4 Corporate Information 

5 Group Corporate Structure 

6 Profile Of The Board Of Directors 

11 Chairman’s Statement 

13 Corporate Governance Statement 

22 Statement Of Internal Control 

24 Audit Committee’s Report 

29 Financial Statements 

95 Top 10 Properties Owned By Teo Seng Capital Berhad 

And Its Subsidiaries 

96 Shareholdings Statistic 

98 Notice Of Sixth Annual General Meeting 

102 Appendix I - Proposed Amendments to the Articles 

of Association of the Company 

Proxy Form

Fifth Annual General 

Meeting held at 

Riverview Hotel on 

15 September 2011 

Ritma partnered with 

Lohmann and Innovad 

exhibited at Livestock Asia 

Expo and Forum held at 

Kuala Lumpur Convention 

Centre from 4 October 2011 

to 6 October 2011 

Ritma Prestasi Sdn Bhd (“Ritma”) office opening at 

Puchong on 3 November 2011 

Two (2) days in-house 

training seminar – 

“Malaysian Corporate 

Tax Workshop” held 

at Teo Seng Capital 

Berhad’s corporate office 

on 22 September 2011 

and 23 September 2011 . 

Ritma Pet World 2011 road 

show held in Midvalley 

Exhibition Centre from 2 

June 2011 to 4 June 2011.

Livestock Asia Expo and Forum held at Kuala Lumpur Convention 

Centre from 4 October 2011 to 6 October 2011. 

Teo Seng Third (3rd) 

Anniversary Dinner 

and Dance held at 

new central 

packing station 1 

on 29 October 2011 

Ritma CAP new product advocate launch in Equatorial Hotel, 

Bangi on 24 August 2011 

Teo Seng Chinese 

New Year dinner 

at SY Restaurant, 

Batu Pahat on 

28 January 2012. 

Ritma Dogathon 2011 

road show held at UPM 

on 2 October 2011. 

Corporate Social Responsibility Programme at Buddhist Tzu-Chi 

Merits Society Batu Pahat on 4 December 2011.

Teo Seng Capital Berhad 

Corporate Information 

BOARD OF DIRECTORS 

Lau Jui Peng 

Non-Executive Chairman 

Nam Yok San 

Managing Director 

Na Yok Chee 

Executive Director 

Tan Sri Lau Tuang Nguang 

Non-Executive Director 

SECRETARIES 

Lim Meng Bin 

(LS 005798) 

Wong Wai Foong 

(MAICSA 7001358) 

Dato’ Zainal Bin Hassan 


Lau Joo Han 


REGISTERED OFFICE 

201-203, Jalan Abdullah 

84000 Muar 

Johor Darul Takzim 

Tel : 06-9519992 

Fax : 06-9531249 

Loh Wee Ching 


Choong Keen Shian 

Independent Non-Executive Director 

Frederick Ng Yong Chiang 


Dato’ Koh Low @ Koh Kim Toon 


AUDITORS 

Crowe Horwath 

(AF 1018) 

8, Jalan Pesta 1/1 

Taman Tun Dr Ismail 1 

Jalan Bakri 

84000 Muar 


HEAD OFFICE 

Lot PTD 25740, Batu 4 

Jalan Air Hitam 

83700 Yong Peng 


Tel : 07-4672289 

Fax : 07-4672923 

AUDIT COMMITTEE 


Committee Chairman 

Lau Jui Peng 

Committee Member 



PRINCIPAL BANKERS 

OCBC Bank (Malaysia) Bhd 

Bangkok Bank Berhad 

AmBank (M) Berhad 

Hong Leong Bank Berhad 

CORPORATE WEBSITE 

REGISTRAR 

Tricor Investor Services Sdn. Bhd. 

Level 17, The Gardens 

North Tower 

Mid Valley City 

Lingkaran Syed Putra 

59200 Kuala Lumpur 

Tel : 03-22643883 

Fax : 03-22821886 

Annual Report 2012 

4 



www.teoseng.com.my 

STOCK EXCHANGE LISTING 

Bursa Malaysia Securities Berhad 

Main Market 

Date Of Listing 

29 October 2008


Profile Of The Board Of Directors 

Mr. Lau Jui Peng, Malaysian, aged 41, was appointed as the Non-Executive Chairman of the 

Company on 19 June 2008. He is one of the representatives of Leong Hup Holdings Sdn. Bhd. (“LHH”) on the Board of 

Directors of the Company. He is the Chairman of Nomination Committee, Chairman of Remuneration Committee and a 

member of Audit Committee of the Company. 

Mr. Lau obtained a Bachelor of Science in Business Administration majoring in marketing from Hawaii Pacific University, 

United States of America in 1996. Upon his graduation, Mr. Lau worked in a brief stint as an Assistant Manager in a 

supermarket before joining the LHH group of companies. Since then, Mr. Lau has been appointed as the Deputy Chief 

Executive Officer of Leong Hup Poultry Farm Sdn. Bhd., where he is in charge of the production processes and 

administration. Mr. Lau is also involved in the production processes and administration of Leong Hup (G.P.S) Farm Sdn. 

Bhd. Mr. Lau was invited to the Board of Leong Hup Poultry Farm Sdn. Bhd. on 24 December 2004 and subsequently to 

the Board of Leong Hup (G.P.S) Farm Sdn. Bhd. on 21 March 2007. Besides these two companies, he also sits on the 

Board of several other subsidiaries of the Company, LHH and Emivest Sdn. Bhd. 

Mr. Lau’s knowledge and experience in the production processes and management of poultry companies is further 

augmented by his attendance of several supervisory and management seminars on poultry farm operations and 

management conducted both locally and overseas. 

Mr. Lau is the nephew of Tan Sri Lau Tuang Nguang who is the Non-Executive Director of the Company. Except for certain 

related party transactions of revenue nature which are necessary for day to day operation of the Company and its 

subsidiaries and for which he is deemed to be interested, there are no other business arrangements with the Company in 

which he has personal interest. Mr. Lau has no conviction of any offences within the past ten (10) years. Mr. Lau had 

attended all of the five (5) Board of Directors’ Meetings held in the financial year ended 31 March 2012. 

Mr. Nam Yok San, Malaysian, aged 56, was appointed as the Managing Director of the Company on 

19 June 2008. With nearly thirty (30) over years of experience in poultry farming, of which the past fifteen (15) years had 

been focused on the layer farming business, Mr. Nam in his capacity as the Managing Director of Teo Seng Farming Sdn. 

Bhd. (“TSF”) is responsible to oversee the overall operations and directions of the Group within the layer farming industry. 

Mr. Nam was involved in the family business of rearing broiler chickens since it began in 1978, and was one of the founding 

partners of TSF when it was incorporated on 22 December 1983. 

In 1992, under Mr. Nam’s stewardship, the TSF Group undertook a strategic change in business direction by shifting its 

focus from rearing broiler chickens to layer farming. Since then, with his leadership and guidance, the TSF Group had 

become one of the largest egg producers in the country. 

From 1994 to 2008, Mr. Nam served as the Managing Director of Teo Seng Paper Products Sdn. Bhd. (“TSPP”) overseeing 

the overall operations and ensuring that the Company performs its function as another integral limb of the integrated layer 

farming model which has been adopted for the TSF Group. He has also been appointed as Executive Director in Teo Seng 

Feedmill Sdn. Bhd. (“TSFM”) since 2000. With his vast experience in the industry and his contribution to our Group, Mr. 

Nam is an invaluable asset of our Group. He also sits on the Board of several other private limited companies in Malaysia 

and Singapore. 


Mr. Nam is a sibling of Mr. Na Yok Chee who is the Executive Director of the Company. Except for certain related party 

transactions of revenue nature which are necessary for day to day operation of the Company and its subsidiaries and for 

which he is deemed to be interested, there are no other business arrangements with the Company in which he has 

personal interest. Mr. Nam has no conviction of any offences within the past ten (10) years. Mr. Nam had attended four (4) 

of the five (5) Board of Directors’ Meetings held in the financial year ended 31 March 2012. 

6



Mr. Na Yok Chee, Malaysian, aged 55, was appointed as the Executive Director of the Company on 

19 June 2008. Like Mr. Nam Yok San, Mr. Na has been involved in the family poultry business since 1978 and has played 

an instrumental role in its transformation from being a broiler chicken business into one of the largest layer farming groups 

in the country. 

With the experience and knowledge that he has gained in the operations and management of our Group for nearly thirty 

(30) over years, Mr. Na is primarily responsible to monitor the operation and performance of the brooding, pullet and layer 

farms of our Group, as well as overseeing any investment and expansion initiatives, including the designing, construction 

and supervision of all farm buildings. 

He currently performs these duties for our Group in his capacity as an Executive Director of TSF, a position he has held 

since 1983, when he was one of the founding partners of the company. Apart from this, he is also an Executive Director in 

Teo Seng Feedmill Sdn. Bhd. (“TSFM”) and Success Century Sdn. Bhd., which he has held since 2000 and 2008 

respectively. Apart from this, he also sits on the Board of several other private limited companies. 

Mr. Na is a sibling of Mr. Nam Yok San who is the Managing Director of the Company. Except for certain related party 

transactions of revenue nature which are necessary for day to day operation of the Company and its subsidiaries and for 

which he is deemed to be interested, there are no other business arrangements with the Company in which he has 

personal interest. Mr. Na has no conviction of any offences within the past ten (10) years. Mr. Na had attended four (4) of 

the five (5) Board of Directors’ Meetings held in the financial year ended 31 March 2012. 

Tan Sri Lau Tuang Nguang, Malaysian, aged 53, was appointed as Non-Executive Director of the 

Company on 19 November 2009, is one of the representatives of Leong Hup Holdings Sdn. Bhd. (“LHH”) on the Board of 

Directors of the Company. Tan Sri Lau has more than thirty (30) years of experience in the livestock industry. 

Tan Sri Lau was appointed on 15 August 1990 as the Executive Director of LHH, a company formerly listed on the Main 

Market of Bursa Malaysia Securities Berhad. He also sits on the Board of PT Malindo Feedmill Tbk, a company listed on 

Jakarta Stock Exchange and also appointed to the Board of various private limited companies in Malaysia and overseas. In 

the year of 2004, he was one of the panel advisors of Ministry of Agriculture and Agro based Industry, a project initiated by 

the Government for the development of the agriculture industry in the country. 

Tan Sri Lau is the uncle to Mr. Lau Jui Peng and Mr. Lau Joo Han who are the Directors of the company. Except for certain 

related party transactions of revenue nature which are necessary for day to day operation of the company and its 

subsidiaries and for which Tan Sri Lau is deemed to be interested, there are no other business arrangements with the 

Company in which he has personal interest. Tan Sri Lau has no conviction of any offences within the past ten (10) years. 

Tan Sri Lau had attended all of the five (5) Board of Directors’ Meetings held in the financial year ended 31 March 2012. 


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Dato’ Zainal Bin Hassan, Malaysian, aged 67, was appointed as the Non-Independent 

Non-Executive Director of the Company on 19 November 2009, is the representative of Koperasi Permodalan Felda 

Malaysia Berhad on the Board of Directors of the Company. 

Dato’ Zainal is the Chairman of few cooperatives in district level, Deputy Chairman to Koperasi Serbausaha Makmur 

Berhad and member of the Board of Directors of Koperasi Permodalan Felda Malaysia Berhad (“KPF”) at national level 

since the inception of the KPF in the year 1980. With his past experience as the Pahang State Assembly Member from the 

year 1982 to 1999, Dato’ Zainal involved in various committees in Pahang State Level and was also the Committee 

Chairman of Jawatankuasa Kira-Kira Wang Kerajaan Negeri (PAC) prior to his appointment as the EXCO Kerajaan Negeri 

Pahang in the year 1999. Dato’ Zainal also sits on the Board of Pertubuhan Peladang Negeri Pahang and also holding the 

position as Internal Auditor to Pertubuhan Peladang Kebangsaan (NAFAS). Dato’ Zainal’s other directorships in the public 

companies are Felda Holdings Berhad and Koperasi Permodalan Felda Malaysia Berhad. 

Dato’ Zainal does not have any family relationship with any Director/ major shareholder of the Company. Except for certain 



which he has personal interest. Dato’ Zainal has no conviction of any offences within the past ten (10) years. Dato’ Zainal 

had attended all of the five (5) Board of Directors’ Meetings held in the financial year ended 31 March 2012. 

Dato’ Koh Low @ Koh Kim Toon, Malaysian, aged 59, was appointed as the Independent 

Non-Executive Director of the Company on 19 November 2009. He was appointed as a member of Audit Committee of the 

Company on 13 April 2010. 

Dato' Koh Low @ Koh Kim Toon has more than twenty five (25) years experience and expertise in the furniture industry. He 

sits on the Board of Emivest Sdn. Bhd. and several private limited companies. Besides that, he is the President of Chung 

Hwa High School, Muar, Johor since 2009. Presently, he is actively involved in local as well as overseas investments. 

Dato’ Koh does not have any family relationship with any Director/ major shareholder of the Company. He does not have 

any conflict of interest with the Company. Dato’ Koh has no conviction of any offences within the past ten (10) years. Dato’ 

Koh had attended three (3) of the five (5) Board of Directors’ Meetings held in the financial year ended 31 March 2012. 

Mr. Lau Joo Han, Malaysian, aged 37, was appointed as the Non-Executive Director of the Company 

on 19 June 2008, is one of the representatives of Leong Hup Holdings Sdn. Bhd. (“LHH”) on the Board of Directors of the 

Company. He is a member of Remuneration Committee of the Company. 


8 

Mr. Lau obtained a Degree of International Trade from Victoria University, Melbourne, Australia in 1999. He currently is the 

Director and Deputy Chief Executive Officer of Ayam A1 Food Corporation Sdn. Bhd., a wholly-owned subsidiary of LHH. 

Besides his roles in Ayam A1 Food Corporation Sdn. Bhd., Mr. Lau is also extensively involved in the broiler production 

processes and administration of Leong Hup Contract Farming Sdn. Bhd. and Leong Hup Broiler Farm Sdn. Bhd. Apart 

from the experience garnered from his responsibilities, Mr. Lau has been constantly attending various seminars conducted 

locally and overseas in order to keep abreast of the latest trends and technologies in the poultry industry. He was invited to 

the Board of Leong Hup Broiler Farm Sdn. Bhd. on 10 October 2005, Teo Seng Farming Sdn. Bhd. (“TSF”) on 2 January 

2009 and also to the Board of several other subsidiaries of LHH and Emivest Sdn. Bhd. 

Mr. Lau is the nephew of Tan Sri Lau Tuang Nguang who is the Non-Executive Director of the Company. Except for certain 



which he has personal interest. Mr. Lau has no conviction of any offences within the past ten (10) years. Mr. Lau had 

attended four (4) of the five (5) Board of Directors’ Meetings held in the financial year ended 31 March 2012.



Mr. Loh Wee Ching, Malaysian, aged 43, was appointed as the Non-Executive Director of the 

Company on 19 June 2008. Mr. Loh joined Teo Seng Farming Sdn. Bhd. (“TSF”) in 1994 as Sales Manager and he was 

promoted as the Senior Marketing Manager in 2003. Prior to joining the Group, he was a Marketing Executive in Telic 

Corporation Sdn. Bhd., a diversified company which is also involved in the poultry business. His past experience of more 

than fifteen (15) years in marketing and good customer contacts has enabled him to contribute significantly to the Group’s 

marketing strategies. With his assertive marketing skills and excellent customer relationship, he also plays a major role in 

providing on-the-job training to the marketing team of the subsidiaries of the Company. 

Mr. Loh does not have any family relationship with any Director/ major shareholders of the Company. He does not have any 

conflict of interest with the Company. Mr. Loh has no conviction of any offences within the past ten (10) years. Mr. Loh had 

attended all of the five (5) Board of Directors’ Meetings held in the financial year ended 31 March 2012. 

Mr. Choong Keen Shian, Malaysian, aged 55, was appointed as the Independent Non-Executive 

Director of the Company on 19 June 2008. He is the Chairman of Audit Committee, a member of the Remuneration 

Committee and a member of Nomination Committee of the Company. He graduated with a Bachelor of Science (Hon) 

degree from University of Malaya in 1981. He worked for more than ten (10) years in the finance and banking industry 

initially with OCBC Finance Bhd and later with The Pacific Bank Bhd (now known as Malayan Banking Berhad) from 1981 

to 1990. During his tenure in the financial industry, he was involved in the credit and credit control management. He joined 

a property development company, Arena Eksklusif Sdn. Bhd. in 1991 and was involved in project administration. Currently, 

he is the finance manager of Atlas Edible Ice Sdn. Bhd., a member of The Atlas Ice Group of Company, which is engaged 

in a wide array of business activities such as oil palm and rubber plantation, tube and block ice manufacturing and 

investment holdings in Malaysia, Singapore and Indonesia. He is also the director of several other private limited 

companies within The Atlas Ice Group and several other private limited companies which are involved in the retailing of 

lighting accessories and lamps. 

Mr. Choong does not have any family relationship with any Director/ major shareholder of the Company. He does not have 

any conflict of interest with the Company. Mr. Choong has no conviction of any offences within the past ten (10) years. Mr. 

Choong had attended four (4) of the five (5) Board of Directors’ Meetings held in the financial year ended 31 March 2012. 

Mr. Frederick Ng Yong Chiang, Malaysian, aged 47, was appointed as the Independent 

Non-Executive Director of the Company on 19 June 2008. He is a member of both the Audit Committee and Nomination 

Committee of the Company. He has completed the professional course in accountancy and thereafter being accepted as 

Associate member of the Chartered Institute of Management Accountants, United Kingdom and also a member of the 

Malaysian Institute of Accountants since 1991. Mr. Frederick Ng has previously worked for Hong Leong Industries Berhad 

as Project Executive in 1990. He joined Tan Chong Group of Companies in 1992 as the Administration and Accounting 

Manager of the Group’s Papua New Guinea operations. In 1993, he joined The Atlas Ice Group of Companies. He is a 

Non-Executive Director of The Atlas Ice Company Berhad, the holding company and is in charge of the ice manufacturing 

companies of the Group in Penang, Kedah and Perlis. He also sits on the Board of several other private limited companies 

which are involved in the fast moving consumer goods business. On 30 May 2011, Mr. Frederick Ng joined the Board and 

Audit Committee of LHH. 

Mr. Frederick Ng does not have any family relationship with any Director/ major shareholder of the Company. He does not 

have any conflict of interest with the Company. Mr. Frederick Ng has no conviction of any offences within the past ten (10) 

years. Mr. Frederick Ng had attended four (4) of the five (5) Board of Directors’ Meetings held in the financial year ended 31 

March 2012. 


9

Chairman’s Statement 


Teo Seng Capital Berhad (“Teo Seng”) 

Group continuously creates the reputation 

through prestigious developments in various 

aspects. Fully cognizant the importance of 

our achievements, we deploy strategies 

effectively; an open mind and a deep 

perspective are needed to strategize the 

next move. 

Lau Jui Peng Chairman 

Dear Shareholders, 

On behalf of Teo Seng Capital Berhad and its team members, thank you for investing in our business and vision to be a 

successful and quality egg producer in the market. It is my honor to present you the Annual Report and Audited Financial 

Statements of the Group for the financial year ended 31st March 2012. 

FINANCIAL HIGHLIGHT 

For the year ended 31st March 2012, total sales reached RM267.3 million, representing an increase of 28.8% as compared to 

RM207.5 million a year earlier. Despite the growth in turnover, pretax earnings declined by 8.2% to RM24.5 million from 

RM26.7 million in the preceding year. 

As noted above, the decline in operating earnings was largely driven by higher commodity cost that plagued our industry 

throughout the entire fiscal year. The combination of higher raw material cost and increase in tax expense resulting from expiry 

of reinvestment allowance period for one of the subsidiaries had caused the decline in net earnings of the group. 

GEARING 

I proudly announce that with the effort of the management, we manage to maintain a healthy gearing ratio at 0.58 times 

and increase the net tangible asset value per share to RM0.57. 

OPERATIONS REVIEW 

Despite the tough challenge we faced, as I have said before, we remain committed to minimizing operational expenses, 

maintaining good product quality and growing profitable sales. We will continue to uphold our business model and upgrade 

our facilities to meet our consumer’s preferences and needs. 

On the development front, the Group had built a new Central Packing Station (“CPS”) plant to accommodate two units of 

new egg grading machines purchased from Holland. The new CPS plant was catered to handle approximately 340,000 

eggs per hour with improved hygiene features such as dirt and blood detection system. 

On 22 April 2011, Teo Seng Farming Sdn Bhd, a wholly owned subsidiary of the Company has entered into a Sale and 

Purchase Agreement to acquire 150,002 ordinary shares of RM1.00 each in Forever Best Supply Sdn Bhd (“Forever”) for a 

total cash consideration of RM1,076,483. Upon completion of the acquisition, Forever become a 60% owned indirect 

subsidiary of the Company. 

On 19 January 2012, The Company received a notice of the unconditional take-over offer from RHB Investment Bank 

Berhad on behalf of Emerging Glory Sdn Bhd (“EGSB”) to acquire all of the remaining ordinary shares of RM0.20 each at a 

cash offer price of RM0.65 per ordinary share. The closing date of the Offer was on 09 March 2012, which EGSB received 

the acceptance of 5.43% in respect of the Offer. 

DIVIDEND 

During the current financial year, the final single-tier dividend of 7% amounting to RM2.8million in respect of the preceding 

financial year ended 31 March 2011 was fully paid on 23 November 2011. 

The Board has recommended a proposed final single-tier dividend of 8.75% amounting to RM3.5million in respect of the 

financial year ended 31 March 2012. The dividend is subject to the approval of the shareholders at the Sixth Annual 

General Meeting. 

It is in line with the Group’s policy that a reasonable dividend shall be payout to shareholders and reserving adequate funds 

for future investment and business growth. 


11


Chairman’s Statement 

PROSPECTS 

I understand that we are operating in a very competitive industry and consumers have more brand options than ever 

before. We are and must always be focused on strengthening and expanding our core business, and to further invest in 

related business to enhance long-term earnings and maintain well-capitalized balance sheet. 

I would like to highlight that we are in progress on working out the blue-print of the biogas project initiated in year 2011 

with various biogas consultant from Europe. The objective is to minimize the electricity usage, reduce the emission of 

Carbon Dioxide to the air and enhance better odor management for the community. 

Transforming is exactly what we are doing now. Throughout the year, we had commenced research and invested in 

fermentation of organic fertilizer by using chicken manure to enhance lucrative yield from the raw material. The operation is 

expected to be initiated in the second half of year 2012. 

Aquaculture was a new business segment incubated since August 2011. The project was started with rearing two kinds of 

fresh water fish, Red Tilapia and Marble Goby. The preliminary result is expected to be evaluated during the harvest of first 

batch of Red Tilapia in the fourth quarter of year 2012. 

APPRECIATION 

I would like to thank our shareholders for their continued support and investment in our company. We have achieved 

another terrific year of strong growth and further enhanced brand recognition of our products. 

Nevertheless, I would like to address my appreciation to our loyal customers, strategic partners and government authorities 

for their un-doubtful support and trust in our Group. 

Lastly, I wish to acknowledge and express my deepest gratitude to our 900 employees – our “family members”, which 

include the board members for their hard work and dedication to the continuing success of the company. 

We have come a long way, and I applaud each and every one of our “family members” for what they have done to get us to 

where we are today. But, there is still room for improvement and that is where we are headed in fiscal 2012, together we 

hatch for the future. 


12

Corporate Governance Statement 


The Board of Teo Seng Capital Berhad (“Teo Seng”) recognises the importance of adopting high standards of corporate 

governance throughout the Group as a fundamental part of discharging its responsibilities to protect and enhance 

shareholders’ value and financial performance of the Group. 

As such, the Board strives to adopt the substance behind corporate governance prescriptions and not merely the form. 

The Board is therefore committed to the maintenance of high standards of corporate governance by supporting and 

implementing the prescriptions of the principles and best practices set out in the Malaysian Code on Corporate 

Governance (“the Code”). 

Steps taken by the Group to apply the principles and best practices of Corporate Governance as contained in the Code are 

set out below: 

THE BOARD OF DIRECTORS 

Board Composition, Board Balance and Board Responsibilities 

The Company is led and managed by an experienced and dynamic Board. It has a balanced Board composition with 

members who are specialised in relevant fields such as poultry farming, financing, business administration, corporate 

planning, development and marketing which is vital for the strategies success of the Group. The Board plays a pivotal role 

in the stewardship of the Group and ultimately enhancing shareholders’ value. 

Presently, the Board consists ten (10) members comprising one (1) Non-Executive Chairman, one (1) Managing Director, 

one (1) Executive Director, four (4) Non-Executive Directors and three (3) Independent Non-Executive Directors, in 

compliance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, which require that one third 

(1/3) of the Board members are Independent Non-Executive Directors. The profile of each Director is presented on page 6 

to page 9 of this Annual Report. 

The Board is ensured of a balanced view at all Board deliberations largely due to the presence of its Non-Executive 

Directors who are independent from management of the Company. The Independent Directors are also free from any 

business or other relationships that could materially interfere with the exercise of their independent judgment. The 

composition reflects a balance of Executive Directors and Non-Executive Directors such that no individual or small group 

of individual can dominate the Board's decision making. Together with the Managing Director who has intimate knowledge 

of the Company's business, the Board comprises of individuals who are committed to business integrity and 

professionalism in all its activities. As part of its commitment, the Board supports the highest standards of corporate 

governance and the development of best practices for the Company. 

The Board retains full and effective overall control of the Company. This includes responsibility for determining the 

Company's overall strategic direction, formulation of policies and overseeing resources, investments and businesses of the 

Group. 

The Board conducts at least four (4) meetings in each financial year. Additional meetings are held as and when required. 

Details of Board members' attendance at Board Meeting for the financial year ended 31 March 2012 were as follows:- 

Name of Director Designation Attendance 

Mr. Lau Jui Peng Non-Executive Chairman 5/5 

Mr. Nam Yok San Managing Director 4/5 

Mr. Na Yok Chee Executive Director 4/5 

Tan Sri Lau Tuang Nguang Non-Executive Director 5/5 

Dato’ Zainal Bin Hassan Non-Executive Director 5/5 


13



Name of Director Designation Attendance 

Dato’ Koh Low @ Koh Kim Toon Independent Non-Executive Director 3/5 

Mr. Lau Joo Han Non-Executive Director 4/5 

Mr. Loh Wee Ching Non-Executive Director 5/5 

Mr. Choong Keen Shian Independent Non-Executive Director 4/5 

Mr. Frederick Ng Yong Chiang Independent Non-Executive Director 4/5 

Scheduled Board meetings are structured with a pre-set agenda. Board members are provided with updates on 

operational, financial and corporate issues as well as minutes of meetings of the various Board Committees prior to the 

meetings to enable Directors to obtain further explanations/clarifications if necessary, in order to ensure the effectiveness 

of the proceeding of the meetings. 

In additional to the quarterly Board reports, the Board makes public releases through Bursa Malaysia Securities Berhad 

and kept informed of the various requirements and updates issued by the various regulatory authorities. 

The Board has unrestricted access to all information within the Company and the advices and services of the Company 

Secretaries. The Directors may obtain independent professional advice in furtherance of their duties whenever necessary at 

the Company's expense. 

Re-election of the Directors 

In accordance with the Company's Articles of Association, one-third (1/3) of the Directors, including the Managing Director, 

shall retire from office, at least once in every three (3) years. Retiring directors can offer themselves for re-election. Any 

director appointed by the Board during the financial year is to retire at the next Annual General Meeting (“AGM”) held 

following their appointments. Directors over seventy (70) years of age retire at every AGM and may submit themselves for 

re-appointment annually in accordance with Section 129(6) of the Companies Act, 1965. 

Directors' Remuneration 

The details of Directors' Remuneration payable to the Directors of the Company for the financial year ended 31 March 2012 

are as follows: 

Salaries & Other 

Fee Emoluments Total 

Category (RM) (RM) (RM) 

Executive Director 0 557,663 557,663 

Non-Executive Director 240,000 170,000 410,000 

Total 240,000 727,663 967,663 

Number of Directors 

Executive Non-Executive 

Range of Remuneration Director Director Total 


Below RM50,000 0 6 6 

RM100,001 to RM150,000 0 2 2 

RM250,001 to RM300,000 2 0 2 

Total 2 8 10 

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Directors Training 

In compliance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Directors are mindful that 

they shall receive appropriate training which may be required from time to time to keep them abreast with the current 

developments of the industry as well as the new statutory and regulatory requirements. All the Directors have completed the 

Mandatory Accreditation Programme (“MAP”) as specified by Bursa Malaysia Securities Berhad. The Directors will continue 

to receive appropriate training or education to fulfill the Main Market Listing Requirements in the next financial year. 

During the financial year ended 31 March 2012, the Directors attended internal briefings by the Company Secretary on 

amendments to the Listing Requirements, rules and regulations of relevant authorities and updates on Financial Reporting 

Standard by the Group Accountant. Respective Directors have participated in certain seminar, training programmes during 

the financial year ended 31 March 2012 which include:- 

• Accounting & Fair Value for Financial instruments Seminar 2011 held on 7 July 2011 

• Risks of Trading in China and Control held on 21 July 2011 

• Malaysian Corporate Tax held on 22 September 2011 and 23 September 2011 

• MIA-AFA Conference 2011 held on 2 November 2011 and 3 November 2011 

BOARD COMMITTEES 

The Board has established the following Board Committees to assist the Board in executing its responsibilities. The 

Chairman of the respective committees will report to the Board on the matters considered and submit recommendations 

for the Board's Approval. 

Audit Committee 

The composition and terms of reference of this Committee together with its report are presented on page 24 to page 27 in 

the Audit Committee's Report. 

Nomination Committee 

The Nomination Committee is primarily responsible for the proposing of new nominees for the Board and for assessing the 

performance of the members of the Board on an on-going basis. The committee comprises Mr. Lau Jui Peng 

(Chairman/Non-Executive Director), Mr. Choong Keen Shian (Member/ Independent Non-Executive Director) and Mr. 

Frederick Ng Yong Chiang (Member/ Independent Non-Executive Director). 

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

i. recommend to the Board of Directors, candidates for directorships to be filled by the shareholders or the Board of 

Directors. In making its recommendations, the Nomination Committee should consider the candidates’:- 

1. skills, knowledge, expertise and experience; 

2. professionalism; 

3. integrity; and 

4. in the case of candidates for the position of Independent Non-Executive Directors, the Committee should also 

evaluate the candidate’s ability to discharge such responsibilities/functions as expected from Independent 

Non-Executive Directors; 

ii. consider, in making its recommendations, candidates for directorships proposed by the Chief Executive Officer and, 

within the bounds of practicability, by any other senior executive or any director or shareholder; 

iii. recommend to the Board of Directors, directors to fill the seats on Board committees; 

iv. assess annually the effectiveness of the Board as a whole, the committees of the Board and the contribution of each 

existing individual director and thereafter, recommend its findings to the Board of Directors; 

v. review annually the required mix of skills and experience and other qualities, including core competencies which 

Non-Executive Directors should bring to the Board and thereafter, recommend its findings to the Board; and 

vi. apply the process as determined by the Board of Directors, for assessing the effectiveness of the Board as a whole, 

the committees of the Board, and for assessing the contribution of each individual Director, including Independent 

Non-Executive Directors, as well as the Chief Executive Officer where all assessments and evaluations carried out by 

the Committee in the discharge of all its functions should be properly documented. 


15



Structures and Procedures 

The Committee should meet regularly, with due notice of issues to be discussed and should record its conclusion in 

discharging its duties and responsibilities. The Committee should disclose the number of committee meetings held in a 

year and the details of attendance of each individual member in respect of meetings held. The quorum shall be 2 members 

with majority of Independent Directors. 

The Committee should have a formal schedule of matters specifically reserved to it for decision to ensure that the direction 

and control of the Committee is firmly in its hands. 

The Committee should be entitled to the services of a secretary who must ensure that all appointments are properly made, 

that all necessary information is obtained from Board of Directors, both the Company’s own records and for the purposes 

of meeting statutory requirements, as well as obligations arising from the Main Market Listing Requirements of Bursa 

Malaysia Securities Berhad and/or other regulatory authorities. 

Access to Advice 

In furtherance to their duties as the Committee’s members of the Company, there should be an agreed procedure for the 

members, whether as a full Committee or in their individual capacity, to take independent professional advice at the 

Company’s expense, if necessary. 

Remuneration Committee 

The Remuneration Committee is primarily responsible for the development and review of the remuneration policy and 

packages for the Board members. The remuneration policy aims to attract and retain Directors necessary for proper 

governance and the smooth running of the Company. The Committee comprises Mr. Lau Jui Peng 

(Chairman/Non-Executive Director), Mr. Lau Joo Han (Member/Non-Executive Director) and Mr. Choong Keen Shian 

(Member/Independent Non-Executive Director). 

The duties and responsibility of the Committee are as follows: 

i) The Committee shall recommend to the Board of Directors, the remuneration of the Executive Directors in all its forms, 

drawing from outside advice as necessary and the Executive Directors shall play no part in decisions on their own 

remuneration. 

ii) 

Determination of remuneration packages of Non-Executive Directors, including Non-Executive Chairman, should be 

determined by the Board of Directors as a whole and the individuals concerned should abstain from discussing their 

own remuneration. 

Structures and Procedures 

The Committee should meet regularly, with due notice of issues to be discussed and should record its conclusion in 

discharging its duties and responsibilities. The Committee should disclose the number of committee meetings held in a 

year and the details of attendance of each individual member in respect of meetings held. The quorum shall be 2 members 

with majority of Non-Executive Directors. 

The Committee should have a formal schedule of matters specifically reserved to it for decision to ensure that the direction 

and control of the Committee is firmly in its hands. 


The Committee should be entitled to the services of a secretary. 

16



Access to Advice 

In furtherance to their duties as the Committee’s members of the Company, there should be an agreed procedure for the 

members, whether as a full Committee or in their individual capacity, to take independent professional advice at the 

Company’s expense, if necessary. 

ACCOUNTABILITY AND AUDIT 

Financial Reporting 

In making of announcements for quarterly and annual financial statements to Bursa Malaysia Securities Berhad and 

Shareholders, the Board of Directors have responsibility and endeavored to present a balanced and understandable 

assessment of the Group's financial positions and prospects. The Audit Committee assists the Board to ensure the 

accuracy and adequacy of the information announced. 

Internal Control 

The Board is committed to maintain a sound system of the internal control in the Group to safeguard Shareholders' 

investments and the Company's assets. Accordingly, the directors are obliged to ensure that the internal control system are 

existed and practiced within the Group. The Audit Committee assists the Board in fulfilling this obligation by reviewing the 

effectiveness and adequacy of the system. 

The following key reporting systems and procedures that have been in place within the Group: 

1) Regular and comprehensive information provided to management covering financial and cashflow performance. 

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

3) Regular internal audit visits, which monitor compliance with procedures and assess the integrity of financial 

information. 

4) Defined delegation of responsibility to the Board of Directors and Management of the Group including authorisation 

level for all aspects of the business. 

Further details relating to the review on internal control system are set out under Statement of Internal Control on page 22 

and page 23 of the Annual Report. 

Relationship with Auditors 

The Company has always maintained an appropriate and transparent relationship with its Auditors in seeking professional 

advice and ensuring compliance with the applicable approved accounting standards in Malaysia. The Board and Audit 

Committee will be meeting the external Auditors at least once a year. The external Auditors fill an essential role for 

Shareholders by enhancing the reliability of the Company's financial statements and giving assurance of that reliability to 

users of these financial statements. 

INVESTOR RELATIONS AND SHAREHOLDERS COMMUNICATION 

The Group recognises the need to inform the shareholders of all significant developments concerning the Group on a 

timely basis with strict adherence to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. 

Shareholders and investors are kept informed of all major developments within the Group by way of announcements via 

the Bursa LINK, the Company’s Annual Reports, website and other circulars to shareholders with an overview of the Teo 

Seng Group’s financial and operational performance. The Company always maintains transparency in business activities 

and to continuously keep the shareholders and the public well informed on the Company’s activities. 


17



Annual General Meeting 

The Annual General Meeting is the principal forum for dialogue and interaction with shareholders. 

At the Annual General Meeting, the Board also provides opportunities for shareholders to raise questions pertaining to the 

business activities of the Group. The Chairman and where appropriate, the Executive Director will respond to shareholders’ 

questions during the meeting. Shareholders who are unable to attend are allowed to appoint proxies to attend and vote on 

their behalf. Directors and external auditors are available to provide explanations on queries raised during the meetings as 

well as to discuss with Shareholders, invited attendees and members of the press. 

For re-election of Directors, the Board will ensure that full information is disclosed through the notice of meeting regarding 

directors who are retiring and who are willing to serve if re-elected. 

Each item of special business included in the notice of the meeting will be accompanied by an explanatory statement for 

the proposed resolution to facilitate full understanding and evaluation of issues involved. 

COMPLIANCE WITH THE CODE 

The Board strives to ensure that the Company complies with the Principles and Best Practices of the Code. The Board will 

endeavour to improve and enhance the procedures from time to time. The Group has complied with the Best Practice of 

the Code. 

CORPORATE SOCIAL RESPONSIBILITY 

Our Group believes the improvement in the conditions surrounding our stakeholders, employees, society and the 

environment is vital to the growth of the Group. Our corporate social responsibility covers the following keys areas:- 

Employee welfare and development 

Company provided training to the employees. The training comprises both technical and soft skills. For the financial year 

ended 31 March 2012, there was a two days in-house training seminar – “Malaysian Corporate Tax Workshop” held at Teo 

Seng Capital Berhad’s corporate office on 22 September 2011 and 23 September 2011. Apart from training, employees are 

also provided with medical and healthcare insurance, adequate and compensation programs which commensurate with 

their rank and level of employments. Further, the Group acknowledges the needs to provide a healthy and balanced 

lifestyle to its employees. In this aspect, various initiatives, such as annual dinner and social events were organised by our 

major subsidiary throughout the year. Through these programmes, we aim to attract and maintain various talents in our 

Company. 

Occupational health and safety 

The Group is committed to provide and ensure a safe and healthy environment at all times. It continues to implement 

various ongoing health and safety programmes to educate employee on various aspects of safety practices. As Teo Seng 

Group recognise the importance of the greenery, our employees are working in an environment that is close to the mother 

of nature. The Group will continue to emphasise on the importance of health and safety at the work place. 


Providing Opportunities for Re-employment of Retirees 

Company provides re-employment opportunities for employees or people who have passed their retirement age and who 

wish to continue working. 

18



Community 

During the financial year, we had donated cash to a diverse range of worthy causes, including educational institutions and 

organisations. We gave financial support to 1MCA Medical Foundation for their partial contribution for medical treatment 

cost involving facilities not available at government hospitals. 

As part of our Company’s effort to give back to the community, in this financial year, we had our Corporate Social 

Responsibility Programme at Buddhist Tzu-Chi Merits Society Batu Pahat on 4 December 2011. In order to take part in 

resource recovery programme, our employees divided into teams and stationed in different locations to assist in 

segregating all the items into different categories such as papers, plastics, clothes, aluminium, glasses, shoes, bags, 

electronic devices and etc. The funds collected from this programme would be used as charity purposes. 

Papers Recycle 

We fully recognise the preservation of nature and the global ecosystem is vital for the happiness and survival of the 

humanity into the future. We gathered the waste papers such as old magazines, old newspapers and used carton boxes for 

Teo Seng Paper Products Sdn. Bhd., a wholly owned subsidiary of Teo Seng Capital Berhad to manufacture and market 

the environmental friendly paper egg trays. 

DIRECTORS' REPONSIBILITIES STATEMENT 

The Directors are responsible to ensure that financial statements are drawn up in accordance with the provisions of the 

Companies Act, 1965 and applicable approved accounting standards in Malaysia. 

In preparation of financial statements for the year ended 31 March 2012, the Directors are also responsible for the adoption 

of suitable accounting policies and their consistent use in the financial statements supported where necessary by 

reasonable and prudent judgments. 

OTHER INFORMATION 

Share Buybacks 

The Company did not engage in any share buyback arrangement during the financial year ended 31 March 2012. 

Depository Receipt Programme (“DRP”) 

The Company did not sponsor any DRP during the financial year ended 31 March 2012. 

Profit Guarantee 

During the financial year, there was no profit guarantee given by the Company. 

Options, Warrants or Convertible Securities 

The Company has not issued any options, warrants or convertible securities during the financial year ended 31 March 

2012. 

Sanctions and/or Penalties 

There were no major sanctions and/or penalties imposed on the Company or its subsidiaries, Directors or management by 

the relevant regulatory bodies during the financial year. 

Non-Audit Fees 

The amount of non-audit fees paid to the external auditors is RM3,450 for the financial year ended 31 March 

2012. 

Variation in Results 

No variances of more than 10% between the audited results for the financial year ended 31 March 2012 and the unaudited 

results previously announced. 


19



Material Contracts 

There were no material contracts entered into or subsisting between the Company and its subsidiaries involving directors' 

and major shareholders' interest during the financial year ended 31 March 2012 other than those disclosed below :- 

Success Century Sdn. Bhd. (346210-A) (“SCSB”), a wholly-owned subsidiary of the Company had entered into a 

Memorandum of Understanding (“MOU”) with the following persons on 10 January 2012 to acquire a piece of freehold land 

held under Plot F of Lot 70, Mukim of Tj. Sembrong, District of Batu Pahat, Johor measuring in area approximately 4.2216 

acres for a total cash consideration of RM1,876,430.00 (Ringgit Malaysia One Million Eight Hundred Seventy Six Thousand 

Four Hundred Thirty only):- 

1. Mr. Lim Meng Bin, a Director of SCSB; and 

2. Mr. Ng Eng Leng, Director of various subsidiaries of the Company. 

Recurrent Related Party Transactions of a Revenue Nature 

The details of the recurrent related party transactions of revenue or trading in nature undertaken by the Company during 

the financial period are disclosed in Note 32 to the financial statements. 

Revaluation Policy 

The Group’s revaluation policy on landed properties are stated in Note 4 to the financial statements. 

Utilisation of Proceeds 

No proceeds were raised by the Company from any corporate proposals during the financial year ended 31 March 2012. 


20


Statement Of Internal Control 

RESPONSIBILITIES 

The Board acknowledges its responsibility for Group's system of internal control and for reviewing its effectiveness whilst 

the role of the management is to implement the Board's policies on risk management and control effectiveness. 

Due to limitation inherent in any internal control system, internal control in Teo Seng Capital Berhad is designed to manage 

rather than eliminate the risk of failure to achieve the overall business objectives. It is noted that internal controls can only 

provide reasonable but not absolute assurance against material misstatement or loss regarding: 

(a) the safeguarding of Group's assets against unauthorised use or disposition; and 

(b) the maintenance of proper accounting records and the reliability of financial information used within the business or for 

publication. 

The Board confirms that there is a continuous process for identifying, evaluating and managing the significant risks faced 

by the Group which was put in place in the current financial year under review. 

The process is regularly reviewed by the Board and is in accordance with the guideline as contained in the publication- 

Statement on Internal Control: Guideline for Directors of Public Listed Companies. 

KEY PROCESSES 

The process of governing the effectiveness and integrity of the system of the internal controls is carried throughout the 

various areas as follows: 

Internal Audit Department 

The Internal Auditor in charge of this department reports to the Audit Committee and performed a scheduled reviews of 

operations and compliance with policies and procedures to assess effectiveness of internal controls. The Audit Committee 

reviews and scrutinises reports issued by the Internal Audit Department and conducts its own assessment on the 

adequacy of Internal Audit Department's scope of work and resources annually. 

The Internal Audit Department submits the findings and recommendations to improve the internal controls to the Audit 

Committee for review, response and implementation of corrective actions, which would enhance the internal control 

aspects of the relevant areas under review. 

Other Key Areas of Internal Control 

The following are other key areas of the Group's internal control system:- 

The Board reviews quarterly reports from Management on the key operating performance, legal, environmental and 

regulatory matters. Financial performance is deliberated at the Management Committee and also tabled to the Board on a 

quarterly basis. 

Limits of Authority provide a sound framework of authority and accountability within the organisation and to facilitate 

quality and timely corporate decision making at the appropriate level in the organisation's hierarchy. 


Internal control procedures are documented in comprehensive standard operating procedures manuals with established 

guidelines on business planning, capital expenditures, financial operations, performance reporting, human resource and 

health, safety and environment. 

There were no material internal control failures nor have any of the reported weaknesses resulted in material losses or 

contingencies during the financial year. 

22


Statement Of Internal Control 

RISK MANAGEMENT FRAMEWORK 

The professionalism and competency of staff are enhanced through a proper planned training, development programmes 

and also a stringent recruitment process. A performance appraisal system of staff is in place, with established targets and 

accountability and is reviewed on an annual basis. Action plans are prepared to ensure that staff obtains required skills to 

execute their responsibilities. 

The Group has its own Code of Conducts for Officers and Staffs issued upon joining. Staffs are required to strictly adhere 

to the Code in performing their duties. 

The Audit Committee has also been assigned the duty of reviewing and monitoring the effectiveness of the Group's system 

of internal control. It receives reports from the internal auditor, inclusive of risk management reports in order to report to the 

Board on significant changes in the business and the external environment which affect key risks. 

The external auditors have reviewed the Statement of Internal Control pursuant to Paragraph 15.23 of the Main Market 

Listing Requirements of Bursa Malaysia Securities Berhad and have reported to the Board that it appropriately reflects the 

processes that the Board has adopted in reviewing the adequacy and integrity of the system of internal controls. 


23


Audit Committee’s Report 

The members of the Audit Committee as at the date of this report are as follows: 

Chairman 



Members 

Lau Jui Peng 



Non-Executive Chairman 



TERMS OF REFERENCE 

Composition of the Audit Committee 

The Audit Committee shall be appointed by the Board from amongst their numbers, which fulfils the following 

requirements:- 

(1) The Audit Committee must be composed of no fewer than 3 members. In the event of any vacancy in the Audit 

Committee resulting in the non-compliance of the above, the Company must fill the vacancy within 3 months. 

(2) 

All the Audit Committee members must be financially literate, with at least one member:- 

(i) must be a member of the Malaysian Institute of Accountants; or 

(ii) if he is not a member of the Malaysian Institute of Accountants, he must have at least 3 years' working experience and: 

(a) he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967; or 

(b) 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; or 

(iii) fulfils such other requirements as prescribed or approved by the Exchange. 

(3) 

No alternate director shall be appointed as a member of the Audit Committee. 

(4) 

The member of the Audit Committee shall elect a Chairman from among themselves who shall be an Independent 

Director. The Chairman of the Audit Committee should engage on a continuous basis with senior management, the 

head of internal audit and the external auditors in order to be kept informed of matters affecting the company. 

All members of the Audit Committee, including the Chairman, will hold office only so long as they serve as Directors of the 

Company. The Board must review the term of office and performance of the Audit Committee and each of its members at 

least once every three (3) years to determine whether the Audit Committee has carried out its duties in accordance with its 

terms of reference. 

Secretary of the Audit Committee 

The Company Secretaries of the Company shall be the Secretaries of the Audit Committee. 

Duties and Responsibilities of the Audit Committee 

The following are the main duties and responsibilities of the Audit Committee collectively: 


(1) 

Review the following and report the same to the Board of the Company: 

(i) 

(ii) 

(iii) 

(iv) 

(v) 

with the external auditors, the audit plan; 

with the external auditors, his evaluation of the system of internal controls; 

with the external auditors, his audit report; 

the assistance given by the employees of the Company to the external auditors and the internal auditors; 

the adequacy of the scope, functions, competency and resources of the internal audit functions and that it has the 

necessary authority to carry out its work; 

24



(vi) the internal audit programme, processes, the results of the internal audit programme, processes or investigation 

undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function; 

(vii) the quarterly results and year end financial statements, prior to the approval by the Board, focusing particularly on: 

(a) changes in or implementation of major accounting policy changes; 

(b) significant and unusual events; and 

(c) compliance with accounting standards and other legal requirements; 

(viii) any related party transaction and conflict of interest situation that may arise within the Company or Group 

including any transaction, procedure or course of conduct that raises questions of management integrity; 

(ix) any letter of resignation from the external auditors and any questions of resignation or dismissal; and 

(x) whether there is reason (supported by grounds) to believe that the Company's external auditor is not suitable for 

re-appointment; 

(2) 

Oversee the Company’s internal control structure to ensure operational effectiveness and efficiency, reduce risk of 

inaccurate financial reporting, protect the Company’s assets from misappropriation and encourage legal and 

regulatory compliance; 

(3) 

Assist the Board in identifying the principal risks in the achievement of the Company’s objectives and ensuring the 

implementation of appropriate systems to manage these risks; 

(4) 

Recommend to the Board on the appointment and re-appointment of the external auditors and their audit fee, after 

taking into consideration the independence and objectivity of the external auditors and the cost effectiveness of the 

audit; 

(5) 

Discuss with the external auditors before the audit commences the nature and scope of the audit and ensure 

co-ordination where more than one audit firm is involved; 

(6) 

Discuss problems and reservations arising from the audits and any matter the auditors may wish to discuss in the 

absence of the management where necessary; 

(7) 

Review the external auditor’s management letter and management’s response therein; 

(8) 

In relation to the internal audit function:- 

(i) review the adequacy of the scope, functions and resources of the internal audit function, and that it has the 

necessary authority to carry out its work; 

(ii) review the internal audit programme and results of the internal audit process and, where necessary, ensure that 

appropriate actions are taken on the recommendations of the internal audit function; 

(iii) review any appraisal or assessment of the performance of members of the internal audit function; 

(iv) approve any appointment or termination of senior staff members of the internal audit function; and 

(v) take cognisance of resignations of internal audit staff members and provide the resigning staff member an 

opportunity to submit his reasons for resigning. 

(9) 

Consider the major findings of internal investigations and management’s response; and 

(10) Consider other matters as defined by the Board. 


25



Rights of the Audit Committee 

In carrying out its duties and responsibilities, the Audit Committee will: 

(1) have the authority to investigate any matter within its terms of reference; 

(2) 

have the resources which are required to perform its duties; 

(3) 

have full and unrestricted access to any information pertaining to the Company; 

(4) 

have direct communication channels with the external auditors and person(s) carrying out the internal audit function or 

activity; 

(5) 

be able to obtain independent professional or other advice and to invite outsiders with relevant experience and 

expertise to attend the Audit Committee meetings (if required) and to brief the Audit Committee; and 

(6) 

be able to convene meetings with the external auditors, the internal auditors or both, excluding the attendance of 

other directors and employees of the Company, whenever deemed necessary. 

Conduct of Meetings 

(1) The Audit Committee will meet at least four (4) times in each financial year although additional meetings may be called 

at any time, at the discretion of the Chairman of the Audit Committee. 

(2) 

The quorum shall consist of a majority of Independent committee members and shall not be less than two. 

(3) 

Recommendations to the Audit Committee are submitted to the Board for approval. 

(4) 

The Company Secretaries shall be in attendance at each Audit Committee meeting and record the proceedings of the 

meeting thereat. 

(5) 

Minutes of each meeting shall be kept as part of the statutory record of the Company upon confirmation by the Board 

and a copy shall be distributed to each member of the Audit Committee. 

(6) 

The Managing Director and other appropriate officer may be invited to attend where their presence are considered 

appropriate as determined by the Audit Committee Chairman. 

(7) 

The internal auditors and/or external auditors have the right to appear and be heard at any meeting of the Audit 

Committee and are recommended to attend each Audit Committee meeting. 

(8) 

Upon the request of the internal auditors and/or external auditors, the Audit Committee Chairman shall also convene a 

meeting of the Audit Committee to consider any matter the auditor(s) believes should be brought to the attention of the 

Board or the shareholders. 

(9) 

The Audit Committee must be able to convene meetings with external auditors without the presence of the executive 

board members and management at least twice a year and whenever deemed necessary. 


(10) Where the Audit Committee is of the view that a matter reported by it to the Board has not been satisfactorily resolved 

resulting in a breach of Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Audit Committee 

must promptly report such matter to Bursa Malaysia Securities Berhad. 

(11) The attendance of any particular Audit Committee meeting by other directors and employees of the Company shall be 

at the Audit Committee’s invitation and discretion and must be specific to the relevant meeting. 

26



Attendance at Meetings 

Details of the attendance of the Committee members for the financial year ended 31 March 2012 are as follows: 

Name of member 

Number of meetings attended 

Choong Keen Shian 4/5 

Lau Jui Peng 5/5 

Frederick Ng Yong Chiang 4/5 

Dato’ Koh Low @ Koh Kim Toon 3/5 

The Financial Controller, Group Accountant and/or internal auditors shall attend the meetings upon invitation by the 

Chairman of the Committee. However, at least once a year a Committee shall meet the external auditors. 

Summary of Activities during the Financial Year 

The main activities undertaken by the Committee were as follows: 

• Reviewed the external auditors’ scope of work and the audit plans for the year prior to the commencement of audit. 

• Reviewed the internal audit department’s resources requirements, programme and plan for the financial year under 

review. 

• Reviewed the internal audit reports, which highlighted the risk issues, recommendations and management’s response. 

• Reviewed the audited financial statements of the Group prior to submission to the Board for their consideration and 

approval. The review was to ensure that the audited financial statements were drawn up in accordance with applicable 

approved accounting standards for entities other than private entities issued by the Malaysian Accounting Standards 

Board (“MASB”) and the provisions of the Companies Act, 1965. 

• Reviewed the Group’s compliance in particular the quarterly and year end financial statements with the Main Market 

Listing Requirements of the Bursa Malaysia Securities Berhad, MASB and other relevant legal and regulatory 

requirements. 

• Reviewed the quarterly unaudited financial results announcements before recommending them for the Board’s 

approval. The review and discussions were conducted with the Financial Controller and Group Accountant. 

Internal audit function 

The Company has outsourced its internal audit function to its intermediate holding company, which is tasked with the aim 

of providing assurance to the Audit Committee and the Board on the adequacy and effectiveness of the internal control 

systems and risk management in the Company. The cost of RM47,049 was incurred for the internal audit function for the 

year ended 31 March 2012. 

This function also acts as a source to assist the Audit Committee and the Board to strengthen and improve current 

management and operating style in pursuit of best practices. 


27

Financial 

tatements 

30 Directors' Report 

35 Statement by Directors 

35 Statutory Declaration 

36 Independent Auditors' Report 

38 Statements of Financial Position 

39 Statements of Comprehensive Income 

40 Statements of Changes in Equity 

41 Statements of Cash Flows 

43 Notes to the Financial Statements


Directors’ Report 

The directors have pleasure in submitting their report together with the audited financial statements of the Group and of the 

Company for the financial year ended 31 March 2012. 

PRINCIPAL ACTIVITIES 

The Company is principally engaged in the business of investment holding and provision of management services. The 

principal activities of the subsidiaries are set out in Note 7 to the financial statements. 

There have been no significant changes in the nature of these principal activities during the financial year. 

RESULTS 

Group 

RM 

Company 

RM 

Profit after tax for the financial year 17,137,136 6,297,824 

Attributable to : 

Owners of the Company 17,262,160 6,297,824 

Non-controlling interests (125,024) - 

17,137,136 6,297,824 

In the opinion of the directors, the results of the operations of the Group and of the Company during the financial year have 

not been substantially affected by any item, transaction or event of a material and unusual nature. 

DIVIDENDS 

Dividend paid or declared by the Company since the end of the previous financial year were as follows : 

A final single tier dividend of 7.00% equivalent to 1.40 sen per ordinary share approximately of RM 2,800,000 which was 

proposed in respect of the financial year ended 31 March 2011 and dealt with in the previous directors’ report, was 

declared on 27 July 2011 and subsequently paid on 23 November 2011. The payment was made to the shareholders 

whose name appeared in the Company’s Records of Depositors on 1 November 2011. 

The Board of Directors proposed a final single tier dividend of 8.75% equivalent to 1.75 sen per ordinary share 

approximately of RM 3,500,000 in respect of the financial year ended 31 March 2012. The dividend is subject to the 

approval of shareholders at the forthcoming Annual General Meeting of the Company and has not been included as a 

liability in the financial statements. Such dividend, if approved by the shareholders, will be accounted for in equity as an 

appropriation of retained profits for the financial year ending 31 March 2013. 


RESERVES AND PROVISIONS 

There was no material transfers to or from reserves and provisions during the financial year save as disclosed in the 

financial statements. 

ISSUES OF SHARES AND DEBENTURES 

There was no issue of shares and debentures during the financial year. 

30



OPTIONS GRANTED OVER UNISSUED SHARES 

No options have been granted by the Company to any person to take up any unissued shares of the Company during the 

financial year. 

HOLDING COMPANIES 

The Company is a subsidiary of Advantage Valuations Sdn. Bhd., a company incorporated in Malaysia. The intermediate 

holding company is Leong Hup Holdings Berhad, a company incorporated in Malaysia. 

With effect from 12 April 2012, the directors regard Emerging Glory Sdn. Bhd. as its ultimate holding company. Prior to 

that, the directors regarded Leong Hup Management Sdn. Bhd., a company incorporated in Malaysia, as its ultimate 

holding company. 

DIRECTORS 

The directors who served since the date of last report are : 

Tan Sri Lau Tuang Nguang 

Lau Jui Peng 

Lau Joo Han 

Nam Yok San 

Na Yok Chee 

Loh Wee Ching 




Dato’ Zainal Bin Hassan 

DIRECTORS’ INTERESTS 

According to the register of directors’ shareholdings, the interests of directors holding office at the end of the financial year 

in shares in the Company and its related corporations during the financial year are as follows : 

The Company 

Number Of Ordinary Shares Of RM0.20 Each 

Balance At 

Balance At 

01.04.2011 Bought Sold 31.03.2012 

Tan Sri Lau Tuang Nguang - Indirect 212,800 10,850,900 - 11,063,700 

Nam Yok San - Indirect 102,254,001 - - 102,254,001 

Na Yok Chee - Direct 1,450 - - 1,450 

- Indirect 102,246,001 - - 102,246,001 


31



DIRECTORS’ INTERESTS (cont’d) 

Immediate Holding Company – Advantage Valuations Sdn. Bhd. 


Balance At 

Balance At 

01.04.2011 Bought Sold 31.03.2012 

Tan Sri Lau Tuang Nguang - Direct 1 - - 1 

Nam Yok San - Indirect 4,900 - - 4,900 

Na Yok Chee - Indirect 4,900 - - 4,900 

Intermediate Holding Company – Leong Hup Holdings Berhad 


Balance At 

Balance At 

01.04.2011 Bought Sold 31.03.2012 

Tan Sri Lau Tuang Nguang - Direct 13,000 365,800 (187,800) 191,000 

- Indirect 178,000 187,800 (178,000) 187,800 

Lau Jui Peng - Direct 93,700 - (63,100) 30,600 

Lau Joo Han - Direct 45,000 - (25,000) 20,000 

Other than as disclosed above, none of the directors in office at the end of the financial year had any other interest in the 

shares of the Company, or its related corporations during the financial year. 

DIRECTORS’ BENEFITS 

Since the end of the previous financial year, none of the directors has received or become entitled to receive any benefit 

(other than benefits included in the aggregate amount of emoluments received or due and receivable by the directors as 

disclosed in Note 22(a) to the financial statements) by reason of a contract made by the Company or a related corporation 

with the director or with a firm of which the director is a member, or with a company in which the director has a substantial 

financial interest save as disclosed in Note 32(b) to the financial statements. 

During and at the end of the financial year, no arrangements subsisted to which the Company was a party, whereby the 

directors of the Company might acquire benefits by means of the acquisition of shares in, or debentures of, the Company 

or any other body corporate. 


32



OTHER STATUTORY INFORMATION 

(a) Before the financial statements of the Group and of the Company were made out, the directors took reasonable steps : 

(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of 

allowance for doubtful debts and have satisfied themselves that all known bad debts had been written off and that 

adequate allowance had been made for doubtful debts ; and 

(ii) 

to ensure that any current assets which were unlikely to realise their values as shown in the accounting records in 

the ordinary course of business had been written down to an amount which they might be expected so to realise. 

(b) 

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

(i) which would render the amount written off for bad debts or the additional allowance for doubtful debts in the 

financial statements of the Group and of the Company inadequate to any substantial extent ; or 

(ii) 

which would render the values attributed to current assets in the financial statements of the Group and of the 

Company misleading ; or 

(iii) 

which have arisen which would 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 financial statements of the Group and of the Company which would 

render any amount stated in the financial statements misleading. 

(c) 

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

(i) any charge on the assets of the Group and of the Company which has arisen since the end of the financial year 

and which secures the liabilities of any other person ; or 

(ii) 

any contingent liability in respect of the Group and of the Company which has arisen since the end of the financial 

year. 

(d) 

In the opinion of the directors : 

(i) no contingent or other liability has become enforceable, or is likely to become enforceable within the period of 

twelve months after the end of the financial year which will or may affect the ability of the Group and of the 

Company to meet their obligations as and when they fall due ; and 

(ii) 

no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the 

financial year and the date of this report which is likely to affect substantially the results of the operations of the 

Group and of the Company for the financial year in which this report is made. 

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 

The significant event during the financial year are disclosed in Note 34 to the financial statements. 

SIGNIFICANT EVENTS OCCURRING AFTER THE REPORTING PERIOD 

The significant events occurring after the reporting period are disclosed in Note 35 to the financial statements. 


33



AUDITORS 

The auditors, Messrs. Crowe Horwath, have expressed their willingness to continue in office. 

Signed on behalf of the Board in accordance with a resolution of the directors : 

LAU JUI PENG 

Director 

NAM YOK SAN 

Director 

Muar, Johor Darul Takzim 

Date : 26 July 2012 


34

Statement By Directors 


We, the undersigned, being two of the directors of Teo Seng Capital Berhad, do hereby state that, in the opinion of the 

directors, the financial statements set out on pages 38 to 93 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 state of affairs of the Group 

and of the Company at 31 March 2012 and of their results and cash flows for the financial year ended on that date. 

The supplementary information set out in Note 37, which is not part of the financial statements, is prepared in all material 

respects, 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 and the directive of Bursa Malaysia Securities Berhad. 

Signed on behalf of the Board in accordance with a resolution of the directors : 

LAU JUI PENG 

Director 

NAM YOK SAN 

Director 



Statutory Declaration 

I, NAM YOK SAN, the director primarily responsible for the financial management of Teo Seng Capital Berhad, do solemnly 

and sincerely declare that the financial statements and supplementary information set out on pages 38 to 94 are to the best 

of my knowledge and belief, correct, and I make this solemn declaration conscientiously believing the same to be true and 

by virtue of the provisions of the Statutory Declarations Act, 1960. 

Subscribed and solemnly declared by 

the abovenamed NAM YOK SAN at 

Muar in the state of Johor Darul Takzim 

on 26 July 2012 

Before me 

Commissioner for Oaths 

NAM YOK SAN 


35


Independent Auditors’ 

Report To The Members Of Teo Seng Capital Berhad 

REPORT ON THE FINANCIAL STATEMENTS 

We have audited the financial statements of Teo Seng Capital Berhad, which comprise the statements of financial position 

at 31 March 2012 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 information, as set out on pages 38 to 93. 

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 Companies Act, 1965 in Malaysia, and for such internal control as 

the directors determine is necessary to enable the preparation of financial statements that are free from material 

misstatement, whether due to fraud or error. 

Auditors’ Responsibility 

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in 

accordance with the approved standards on auditing in Malaysia. Those standards require that we comply with ethical 

requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are 

free from material misstatement. 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial 

statements. The procedures selected depend on our judgement, including the assessment of risks of material 

misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider 

internal control relevant to the Company’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 Company’s internal control. An audit also includes evaluating the appropriateness of accounting 

policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall 

presentation of the financial statements. 

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

Opinion 

In our opinion, the financial statements have been properly 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 at 31 March 2012 and of their financial performance and cash flows for the financial year then ended. 

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) 

(b) 

In our opinion, the accounting and other records and the registers required by the Act 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. 

We have considered the financial statements and the auditors’ reports of all the subsidiaries of which we have not 

acted as auditors, which are indicated in Note 7 to the financial statements. 

36


Independent Auditors’ 

Report To The Members Of Teo Seng Capital Berhad 

(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 auditors’ 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. 

The supplementary information set out in Note 37 on page 94 is disclosed to meet the requirement of Bursa Malaysia 

Securities Berhad and is not part of the financial statements. The directors are responsible for the preparation of the 

supplementary information in accordance with 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. 

Crowe Horwath 

Firm No.: AF 1018 

Chartered Accountants 

Ng Kim Kiat 

Approval No: 2074/10/12 (J) 

Chartered Accountant 




37


Statements Of Financial Position 

At 31 March 2012 

Group 

Company 

2012 2011 2012 2011 

Note RM RM RM RM 

ASSETS 

Non-Current Assets 

Property, plant and equipment 5 125,181,045 104,162,544 739,032 662,412 

Investment property 6 468,336 476,112 - - 

Investment in subsidiaries 7 - - 67,798,407 66,798,407 

Other investments 8 6,040 5,080 - - 

125,655,421 104,643,736 68,537,439 67,460,819 

Current Assets 

Inventories 10 34,720,030 30,884,561 - - 

Trade and other receivables 11 31,514,573 25,019,176 5,374,335 1,271,733 

Deposits, bank and cash balances 12 21,126,551 22,891,142 366,264 925,813 

Dividend receivable - - 500,000 - 

87,361,154 78,794,879 6,240,599 2,197,546 

TOTAL ASSETS 213,016,575 183,438,615 74,778,038 69,658,365 

EQUITY AND LIABILITIES 

Equity Attributable To Owners Of The Company 

Share capital 13 40,000,000 40,000,000 40,000,000 40,000,000 

Reserves 14 74,002,585 59,557,919 23,805,256 20,307,432 

TOTAL EQUITY ATTRIBUTABLE TO 

OWNERS OF THE COMPANY 114,002,585 99,557,919 63,805,256 60,307,432 

NON-CONTROLLING INTERESTS 174,444 - - - 

TOTAL EQUITY 114,177,029 99,557,919 63,805,256 60,307,432 

Non-Current Liabilities 

Bank borrowings 15 3,454,274 3,846,291 - - 

Hire purchase payables 16 7,102,307 3,961,261 - - 

Deferred tax liabilities 17 9,380,104 8,729,508 - - 

19,936,685 16,537,060 - - 

Current Liabilities 

Trade and other payables 18 23,050,326 18,804,964 10,972,782 9,350,933 

Derivative liabilities 19 - 948 - - 

Bank borrowings 15 48,410,155 43,830,194 - - 

Hire purchase payables 16 7,303,380 4,378,494 - - 

Tax payable 139,000 329,036 - - 

78,902,861 67,343,636 10,972,782 9,350,933 


TOTAL LIABILITIES 98,839,546 83,880,696 10,972,782 9,350,933 

TOTAL EQUITY AND LIABILITIES 213,016,575 183,438,615 74,778,038 69,658,365 

The annexed notes form an integral part of these financial statements. 

38

Statements Of Comprehensive Income 

For The Financial Year Ended 31 March 2012 


Group Company 

2012 2011 2012 2011 


REVENUE 20 267,287,989 207,490,392 8,682,500 6,460,000 

INVESTMENT REVENUE 21 142,450 84,654 63,814 33,891 

OTHER INCOME 1,884,572 1,388,836 17,399 - 

CHANGES IN INVENTORIES 3,741,799 2,612,868 - - 

PURCHASE OF TRADING MERCHANDISE, RAW 

MATERIALS, LIVESTOCKS AND POULTRY FEEDS (179,429,581) (130,122,631) - - 

STAFF COSTS 23 (27,937,295) (21,299,621) (994,985) (823,945) 

DEPRECIATION (9,051,058) (7,413,714) (80,801) - 

FINANCE COSTS 24 (3,296,452) (2,315,058) (336,302) - 

OTHER EXPENSES (28,821,204) (23,699,117) (1,084,255) (710,095) 

PROFIT BEFORE TAX 25 24,521,220 26,726,609 6,267,370 4,959,851 

TAX EXPENSE 26 (7,384,084) (4,620,960) 30,454 (993,870) 

PROFIT AFTER TAX 17,137,136 22,105,649 6,297,824 3,965,981 

OTHER COMPREHENSIVE INCOME, NET OF TAX 

- Fair value changes of available-for-sale financial assets 960 1,770 - - 

- Foreign currency translation (18,454) (14,566) - - 

(17,494) (12,796) - - 

TOTAL COMPREHENSIVE INCOME FOR 

THE FINANCIAL YEAR 17,119,642 22,092,853 6,297,824 3,965,981 

PROFIT AFTER TAX ATTRIBUTABLE TO : 

Owners of the Company 17,262,160 22,105,649 6,297,824 3,965,981 

Non-Controlling Interests (125,024) - - - 

17,137,136 22,105,649 6,297,824 3,965,981 

TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO : 

Owners of the Company 17,244,666 22,092,853 6,297,824 3,965,981 

Non-Controlling Interests (125,024) - - - 

17,119,642 22,092,853 6,297,824 3,965,981 

EARNINGS PER ORDINARY SHARE (SEN) 

Basic 27 8.63 11.05 



39


Statements Of Changes In Equity 


Group 

__________________ 

Attributable to Owners of The Company___________ 

__ _ Non-Distributable __ _ 

Distributable 

Foreign 

Attributable 

Exchange Reverse To Owners Non- 

Share Share Fair Value Translation Acquisition Revaluation Retained Of The Controlling 

Note Capital Premium Reserve Reserve Reserve Reserve Profits Company Interests Total Equity 

RM RM RM RM RM RM RM RM RM RM 

At 1 April 2010 40,000,000 8,010,827 286 - (26,078,000) 4,031,856 54,900,097 80,865,066 - 80,865,066 

Profit after tax for the 

financial year - - - - - - 22,105,649 22,105,649 - 22,105,649 

Other comprehensive 

income for the financial 

year, net of tax : 

- Fair value changes of 

available-for-sale 

financial assets - - 1,770 - - - - 1,770 - 1,770 

- Foreign currency 

translation - - - (14,566) - - - (14,566) - (14,566) 

Total comprehensive - - 1,770 (14,566) - - 22,105,649 22,092,853 - 22,092,853 

income/(expenses) for 

the financial year 

Contributions by and 

distributions to owners 

of the Company : 

- Dividends : 

- by the Company 29 - - - - - - (3,400,000) (3,400,000) - (3,400,000) 

At 31 March 2011 / 

1 April 2011 40,000,000 8,010,827 2,056 (14,566) (26,078,000) 4,031,856 73,605,746 99,557,919 - 99,557,919 

Profit after tax for the 

financial year - - - - - - 17,262,160 17,262,160 (125,024) 17,137,136 

Other comprehensive 

income for the financial 

year, net of tax : 

- Fair value changes of 

available-for-sale 

financial assets - - 960 - - - - 960 - 960 

- Foreign currency 

translation - - - (18,454) - - - (18,454) - (18,454) 

Total comprehensive 

income/(expenses) for 

the financial year - - 960 (18,454) - - 17,262,160 17,244,666 (125,024) 17,119,642 

Contributions by and 

distributions to owners 

of the Company : 

- Acquisition of 

subsidiaries 28 - - - - - - - - 299,468 299,468 

- Dividends 

- by the Company 29 - - - - - - (2,800,000) (2,800,000) - (2,800,000) 

At 31 March 2012 40,000,000 8,010,827 3,016 (33,020) (26,078,000) 4,031,856 88,067,906 114,002,585 174,444 114,177,029 

Company 

Attributable to Owners of The Company 

Non- 

Distributable Distributable 

Share Share Retained 

Note Capital Premium Profits Total Equity 

RM RM RM RM 

At 1 April 2010 40,000,000 8,010,827 11,730,624 59,741,451 

Profit after tax/Total comprehensive income for the financial year - - 3,965,981 3,965,981 


40 

Contributions by and distributions to owners of the Company : 

- Dividends 29 - - (3,400,000) (3,400,000) 

At 31 March 2011 40,000,000 8,010,827 12,296,605 60,307,432 

Profit after tax/Total comprehensive income for the financial year - - 6,297,824 6,297,824 

Contributions by and distributions to owners of the Company : 

- Dividends 29 - - (2,800,000) (2,800,000) 

At 31 March 2012 40,000,000 8,010,827 15,794,429 63,805,256

Statements Of Cash Flows 



Group Company 

2012 2011 2012 2011 

RM RM RM RM 

CASH FLOWS FROM OPERATING ACTIVITIES 

Profit before tax 24,521,220 26,726,609 6,267,370 4,959,851 

Adjustments for : 

Depreciation - property, plant and equipment 9,043,282 7,409,826 80,801 - 

Depreciation - investment property 7,776 3,888 - - 

Dividend income (280) (193) (8,322,500) (6,100,000) 

Fair value gain on derivatives (948) (26,006) - - 

Gain on disposal of property, plant and equipment (502,180) (25,000) - - 

Goodwill on consolidation written off 627,279 4,170,652 - - 

Impairment losses on trade receivables 214,682 175,341 - - 

Inventories written off 30,456 192,802 - - 

Property, plant and equipment written off 78,266 - - - 

Reversal of allowance for slow moving inventories (4,104) - - - 

Reversal of impairment losses on trade receivables (162,667) (77,603) - - 

Unrealised gain on foreign exchange (57,014) (166,184) - - 

Interest expenses 3,296,452 2,315,058 336,302 - 

Interest income (142,450) (84,654) (63,814) (33,891) 

OPERATING PROFIT/(LOSS) BEFORE WORKING 

CAPITAL CHANGES 36,949,770 40,614,536 (1,701,841) (1,174,040) 

Changes In Working Capital 

Inventories (3,712,145) (2,806,013) (3,815,715) - 

Trade and other receivables (4,714,979) (4,864,572) - (662,380) 

Trade and other payables 2,072,596 (2,780,300) 1,621,849 4,506,732 

CASH GENERATED FROM/(ABSORBED INTO) 

OPERATIONS 30,595,242 30,163,651 (3,895,707) 2,670,312 

Interest paid (3,296,452) (2,315,058) (336,302) - 

Interest received 142,450 84,654 63,814 33,891 

Tax paid (7,285,629) (4,873,511) (256,433) (33,687) 

NET CASH FROM/(USED IN) OPERATING ACTIVITIES 20,155,611 23,059,736 (4,424,628) 2,670,516 

CARRIED FORWARD 20,155,611 23,059,736 (4,424,628) 2,670,516 



41


Statements Of Cash Flows 


Group 

Company 

2012 2011 2012 2011 


BROUGHT FORWARD 20,155,611 23,059,736 (4,424,628) 2,670,516 

CASH FLOWS FROM INVESTING ACTIVITIES 

Dividend received 280 193 7,822,500 4,875,000 

Acquisition of subsidiaries, net of cash and 

cash equivalents acquired 28 (704,393) 341,137 - (240,005) 

Subscription of additional shares in subsidiaries - - (1,000,000) (3,000,000) 

Proceeds from disposal of property, plant 

and equipment 1,272,721 25,000 - - 

Purchase of property, plant and equipment 5(f) (16,269,132) (15,423,796) (157,421) (501,232) 

NET CASH (USED IN)/FROM INVESTING ACTIVITIES (15,700,524) (15,057,466) 6,665,079 1,133,763 

CASH FLOWS FROM FINANCING ACTIVITIES 

Net decrease/(increase) in fixed deposits pledged 276,289 (19,288) - - 

Net movements in bankers' acceptances 5,663,000 12,826,000 - - 

Proceeds from term loans - 3,000,000 - - 

Repayment of term loans (1,493,823) (1,179,938) - - 

Repayment of hire purchase payables (6,715,403) (3,936,154) - - 

Dividends paid (2,800,000) (3,400,000) (2,800,000) (3,400,000) 

NET CASH (USED IN)/FROM FINANCING ACTIVITIES (5,069,937) 7,290,620 (2,800,000) (3,400,000) 

NET (DECREASE)/INCREASE IN CASH AND 

CASH EQUIVALENTS (614,850) 15,292,890 (559,549) 404,279 

EFFECT OF EXCHANGE DIFFERENCES (151,703) 103,172 - - 

CASH AND CASH EQUIVALENTS AT 

BEGINNING OF THE FINANCIAL YEAR 20,107,324 4,711,262 925,813 521,534 

CASH AND CASH EQUIVALENTS AT END OF 

THE FINANCIAL YEAR 30 19,340,771 20,107,324 366,264 925,813 


42 

The annexed notes form an integral part of these financial statements.

Notes To The Financial Statements 



1. 

GENERAL INFORMATION 

The Company is a public company limited by shares and is incorporated under the Companies Act, 1965 in Malaysia. 

The domicile of the Company is Malaysia and is listed on the Main Market of the Bursa Malaysia Securities Berhad. 

The registered office and principal place of business are as follows : 

Registered office : 201-203, Jalan Abdullah 

84000 Muar 


Principal place of business : Lot PTD 25740, Batu 4 

Jalan Air Hitam 

83700 Yong Peng 


The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the 

directors dated 26 July 2012. 

2. 

PRINCIPAL ACTIVITIES 

The Company is principally engaged in the business of investment holding and provision of management services. The 

principal activities of the subsidiaries are set out in Note 7. There have been no significant changes in the nature of 

these principal activities during the financial year. 

3. 

HOLDING COMPANIES 

The Company is a subsidiary of Advantage Valuations Sdn. Bhd., a company incorporated in Malaysia. The 

intermediate holding company is Leong Hup Holdings Berhad, a company incorporated in Malaysia. 

With effect from 12 April 2012, the directors regard Emerging Glory Sdn. Bhd. as its ultimate holding company. Prior to 

that, the directors regarded Leong Hup Management Sdn. Bhd., a company incorporated in Malaysia, as its ultimate 

holding company. 

4. 

ACCOUNTING POLICIES AND STANDARDS 

4.1 

Basis of Preparation of Financial Statements 

(a) The financial statements of the Group and of the Company have been prepared in accordance with Financial 

Reporting Standards (“FRSs”) and the Companies Act, 1965 in Malaysia. At the beginning of the current 

financial year, the Group and the Company have adopted new FRSs which are mandatory for financial period 

beginning on or after 1 April 2011 as disclosed in Note 4.3. 

(b) 

(c) 

The financial statements of the Group and of the Company have been prepared under the historical cost 

convention, unless otherwise indicated in the summary of significant accounting policies. 

The preparation of financial statements requires management to make judgements, estimates and 

assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, 

income and expenses. Actual results may differ from these estimates. 

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates 

are recognised in the period in which the estimate is revised and in any future periods affected. 


43




4. 

ACCOUNTING POLICIES AND STANDARDS (cont’d) 

4.1 

Basis of Preparation of Financial Statements (cont’d) 

(c) In particular, information about significant areas of estimation uncertainty and critical judgements in applying 

accounting policies that have the most significant effect on the amount recognised in the financial statements 

are described in Note 4.6. 

4.2 

Summary of Significant Accounting Policies 

(a) Subsidiaries and basis of consolidation 

(i) Subsidiaries 

Subsidiaries are entities over which the Group has the ability to control the financial and operating 

policies so as to obtain benefits from their activities. The existence and effect of potential voting rights 

that are currently exercisable or convertible are considered when assessing whether the Group has such 

power over another entity. 

In the Company’s separate financial statements, investments in subsidiaries are stated at cost less 

impairment losses. On disposal of such investments, the difference between net disposal proceeds and 

their carrying amounts is recognised in profit or loss. 

(ii) 

Basis of consolidation 

The consolidated financial statements include the financial statements of the Company and its 

subsidiaries made up to 31 March 2012. 

Subsidiaries are consolidated from the date on which control is transferred to the Group up to the 

effective date on which control ceases, as appropriate. 

Intragroup transactions, balances, income and expenses are eliminated on consolidation. Where 

necessary, adjustments are made to the financial statements of subsidiaries to ensure consistency of 

accounting policies with those of the Group. 

Non-controlling interests are presented within equity in the consolidated statement of financial position, 

separately from the Company’s shareholders’ equity, and are separately disclosed in the consolidated 

statement of comprehensive income. Transactions with non-controlling interests are accounted for as 

transactions with owners and are recognised directly in equity. Profit or loss and each component of 

other comprehensive income are attributed to the owners of the parent and to the non-controlling 

interests. Total comprehensive income is attributed to non-controlling interests even if this results in the 

non-controlling interests having a deficit balance. 

At the end of each reporting period, the carrying amount of non-controlling interests is the amount of those 

interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity. 


All changes in the parent’s ownership interest in a subsidiary that do not result in a loss of control are 

accounted for as equity transactions. Any difference between the amount by which the non-controlling 

interest is adjusted and the fair value of consideration paid or received is recognised directly in equity and 

attributed to owners of the parent. 

Upon loss of control of a subsidiary, the profit or loss on disposal is calculated as the difference between :- 

(i) the aggregate of the fair value of the consideration received and the fair value of any retained interest 

in the former subsidiary ; and 

44 

(ii) 

the previous carrying amount of the assets (including goodwill), and liabilities of the former subsidiary 

and any non-controlling interests.




4. 


4.2 

Summary of Significant Accounting Policies (cont’d) 

(a) Subsidiaries and basis of consolidation (cont’d) 

(ii) Basis of consolidation (cont’d) 

Amounts previously recognised in other comprehensive income in relation to the former subsidiary are 

accounted for (i.e. reclassified to profit or loss or transferred directly to retained profits) in the same 

manner as would be required if the relevant assets or liabilities were disposed of. The fair value of any 

investments retained in the former subsidiary at the date when control is lost is regarded as the fair value 

on initial recognition for subsequent accounting under FRS 127. 

Business combinations from 1 April 2011 onwards 

Acquisitions of businesses are accounted for using the acquisition method. Under the acquisition 

method, the consideration transferred for acquisition of a subsidiary is the fair value of the assets 

transferred, liabilities incurred and the equity interests issued by the Group at the acquisition date. The 

consideration transferred includes the fair value of any asset or liability resulting from a contingent 

consideration arrangement. Acquisition-related costs, other than the costs to issue debt or equity 

securities, are recognised in profit or loss when incurred. 

In a business combination achieved in stages, previously held equity interests in the acquiree are 

remeasured to fair value at the acquisition date and any corresponding gain or loss is recognised in profit 

or loss. 

Non-controlling interests in the acquiree may be initially measured either at fair value or at the 

non-controlling interests’ proportionate share of the fair value of the acquiree’s identifiable net assets at 

the date of acquisition. The choice of measurement basis is made on a transaction-by-transaction basis. 

The Group has applied the FRS 3 (Revised) in accounting for business combinations from 1 April 2011 

onwards. The change in accounting policy has been applied prospectively in accordance with the 

transitional provisions provided by the standard. 

Business combinations before 1 April 2011 

All subsidiaries are consolidated using the purchase method. At the date of acquisition, the fair values of 

the subsidiaries’ net assets are determined and these values are reflected in the consolidated financial 

statements. The cost of acquisition is measured at the aggregate of the fair values, at the date of 

exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in 

exchange for control of the acquiree, plus any costs directly attributable to the business combination. 

Non-controlling interests are initially measured at their share of the fair values of the identifiable assets 

and liabilities of the acquiree as at the date of acquisition. 

(b) 

Goodwill 

Goodwill is measured at cost less accumulated impairment losses, if any. The carrying amount of goodwill is 

reviewed for impairment annually. The impairment value of goodwill is recognised immediately in profit or 

loss. An impairment loss recognised for goodwill is not reversed in a subsequent period. 


45




4. 


4.2 


(b) Goodwill (cont’d) 

Business combinations from 1 April 2011 onwards 

Under the acquisition method, any excess of the sum of the fair value of the consideration transferred in the 

business combination, the amount of non-controlling interests recognised and the fair value of the Group’s 

previously held equity interest in the acquiree (if any), over the net fair value of the acquiree’s identifiable 

assets and liabilities at the date of acquisition is recorded as goodwill. 

Where the latter amount exceeds the former, after reassessment, the excess represents a bargain purchase 

gain and is recognised as a gain in profit or loss. 

Business combinations before 1 April 2011 

Under the purchase method, goodwill represents the excess of the fair value of the purchase consideration 

over the Group’s share of the fair values of the identifiable assets, liabilities and contingent liabilities of the 

subsidiaries at the date of acquisition. 

If, after reassessment, the Group’s interest in the fair values of the identifiable net assets of the subsidiaries 

exceeds the cost of the business combinations, the excess is recognised as income immediately in profit or 

loss. 

(c) 

Property, plant and equipment and depreciation 

Items of property, plant and equipment are stated at cost or valuation less any accumulated depreciation and 

any accumulated impairment losses. 

Cost includes expenditures that are directly attributable to the acquisition of the asset and any other costs 

directly attributable to bringing the asset to working condition for its intended use, and the costs of 

dismantling and removing the items and restoring the site on which they are located. The cost of 

self-constructed assets also includes the cost of materials and direct labour. Purchased software that is 

integral to the functionality of the related equipment is capitalised as part of that equipment. 

The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of 

the item, if it is probable that the future economic benefits embodied within the part will flow to the Group and 

its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The costs of the 

day-to-day servicing of property, plant and equipment are recognsied in profit or loss as incurred. 

When significant parts of an item of property, plant and equipment have different useful lives, they are 

accounted for as separate items (major components) of property, plant and equipment. 


Freehold land, farm and poultry buildings are stated at cost or revalued amounts, being the fair value at the 

date of revaluation, less any subsequent accumulated depreciation and subsequent accumulated impairment 

losses. 

For freehold land and factory buildings, revaluations are performed with sufficient regularity such that the 

carrying amount does not differ materially from that which would be determined using fair values at the 

reporting date. 

46




4. 


4.2 


(c) Property, plant and equipment and depreciation (cont’d) 

Surpluses arising on revaluation are recognised in other comprehensive income and accumulated in equity 

under the revaluation reserve. Any deficit arising from revaluation is charged against the revaluation reserve to 

the extent of a previous surplus held in the revaluation reserve for the same property, plant and equipment. In 

all other cases, a decrease in carrying amount is charged to profit or loss. Subsequent to revaluation, any 

addition is stated at cost whilst disposal is stated at cost or valuation as appropriate. 

Freehold land is not depreciated whilst capital work-in-progress are not depreciated until they are completed 

and put into use. Leased assets are depreciated over the shorter of the lease term and their useful lives 

unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Other 

property, plant and equipment are depreciated on a straight-line basis to write off the cost of each asset to its 

residual value over the estimated useful lives. Depreciation of an asset does not cease when the asset 

becomes idle or is retired from active use unless the asset is fully depreciated. The principal annual rates of 

depreciation used are as follows : 

Farm and poultry buildings 2% - 20% 

Factory buildings 1% - 2% 

Fish pond and equipment 2% - 10% 

Plant and machinery 5% - 20% 

Egg layer conveyor and cages system 5% 

Motor vehicles, electrical installation, furniture, fittings, equipment, renovation and hostel 2% - 33.3% 

The residual values, useful lives and depreciation method are reviewed at the end of each reporting period to 

ensure that the amount, method and period of depreciation are consistent with previous estimates and the 

expected pattern of consumption of the future economic benefits embodied in the items of property, plant 

and equipment. 

The carrying amounts of property, plant and equipment are reviewed for impairment when events or changes 

circumstances indicate that the carrying amounts may not be recoverable. The policy for the recognition and 

measurement of impairment losses is in accordance with Note 4.2(f)(ii). 

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits 

are expected from its use. The difference between the net disposal proceeds, if any, and the carrying amount 

is recognised in profit or loss and the unutilised portion of the revaluation surplus on that item, if any, is 

transferred directly to retained profits. 

(d) 

(e) 

Assets under hire purchase 

Assets acquired under hire purchase are capitalised in the financial statements and are depreciated in 

accordance with the policy set out in Note 4.2(c) above. Each hire purchase payment is allocated between the 

liability and finance charges so as to achieve a constant rate on the finance balance outstanding. Finance 

charges are recognised in profit or loss over the period of the respective hire purchase agreements. 

Investment property 

Investment property is property held either to earn rental income or for capital appreciation or for both. 

Initially, investment property is measured at cost including transaction costs, less accumulated depreciation 

and impairment losses, consistent with the accounting policy for property, plant and equipment. 


47




4. 


4.2 


(e) Investment property (cont’d) 

Investment property is derecognised when they have either disposed of or when the investment property is 

permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or 

losses on the retirement or disposal of an investment property are recognised in profit or loss in the year in 

which they arise. 

The annual depreciation rate for building is 1.62% calculated on the straight-line basis based on the 

remaining lease period. 

The residual values and depreciation method of investment property are reviewed at the end of reporting 

period, with the effect of any changes in estimates accounted for prospectively. 

(f) 

Impairment 

(i) Impairment of financial assets 

All financial assets (other than those categorised at fair value through profit or loss), are assessed at the 

end of each reporting period whether there is any objective evidence of impairment as a result of one or 

more events having an impact on the estimated future cash flows of the asset. For an equity instrument, 

a significant or prolonged decline in the fair value below its cost is considered to be objective evidence of 

impairment. 

An impairment loss in respect of held-to-maturity investments and loans and receivables financial assets 

is recognised in profit or loss and is measured as the difference between the asset’s carrying amount and 

the present value of estimated future cash flows, discounted at the financial asset’s original effective 

interest rate. 

An impairment loss in respect of available-for-sale financial assets is recognised in profit or loss and is 

measured as the difference between its cost (net of any principal payment and amortisation) and its 

current fair value, less any impairment loss previously recognised in the fair value reserve. In addition, the 

cumulative loss recognised in other comprehensive income and accumulated in equity under fair value 

reserve, is reclassified from equity to profit or loss. 

With the exception of available-for-sale equity instruments, 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 through profit or loss 

to the extent that the carrying amount of the investment at the date the impairment is reversed does not 

exceed what the amortised cost would have been had the impairment not been recognised. In respect of 

available-for-sale equity instruments, impairment losses previously recognised in profit or loss are not 

reversed through profit or loss. Any increase in fair value subsequent to an impairment loss made is 

recognised in other comprehensive income. 


(ii) 

Impairment of non-financial assets 

The carrying amounts of assets, other than those to which FRS 136 – Impairment of Assets does not 

apply, are reviewed at the end of each reporting period for impairment when there is an indication that the 

assets might be impaired. Impairment is measured by comparing the carrying amounts of the assets with 

their recoverable amounts. The recoverable amount of the assets is the higher of the assets’ fair value 

less costs to sell and their value-in-use, which is measured by reference to discounted future cash flow. 

48




4. 


4.2 


(f) Impairment (cont’d) 

(ii) Impairment of non-financial assets (cont’d) 

An impairment loss is recognised in profit or loss immediately unless the asset is carried at its revalued 

amount. Any impairment loss of a revalued asset is treated as a revaluation decrease to the extent of a 

previously recognised revaluation surplus for the same asset. 

In respect of assets other than goodwill, and when there is a change in the estimates used to determine 

the recoverable amount, a subsequent increase in the recoverable amount of an asset is treated as a 

reversal of the previous impairment loss and is recognised to the extent of the carrying amount of the 

asset that would have been determined (net of amortisation and depreciation) had no impairment loss 

been recognised. The reversal is recognised in profit or loss immediately, unless the asset is carried at its 

revalued amount. A reversal of an impairment loss on a revalued asset is credited to other 

comprehensive income. However, to the extent that an impairment loss on the same revalued asset was 

previously recognised as an expense in the statements of comprehensive income, a reversal of that 

impairment loss is recognised as income in the statements of comprehensive income. 

(g) 

Inventories 

Inventories are stated at the lower of cost and net realisable value. Cost is determined on the weighted 

average or first-in-first-out bases, as applicable. 

Layer, pullet and fishes inventories are stated at cost (determined on “weighted average” method) adjusted 

for amortisation (calculated based on their economic lives less net realisable value). Costs of layer, pullet and 

fishes inventories comprise the original purchase price plus growing cost, which include costs of raw 

materials, direct labour and a proportion of farm overheads. 

Costs of eggs include costs of raw materials, direct labour and an appropriate proportion of farm overheads. 

Costs of egg trays and work-in-progress comprise the costs of raw materials, direct labour and a proportion 

of factory overheads. 

Costs of poultry feeds, trading merchandise, raw materials (determined on “first-in-first-out” method), 

consumable supplies and medication (determined on “weighted average” method), comprise the original 

purchase price plus the costs incurred in bringing the inventories to their present location and condition. 

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. 

Where necessary, due allowance is made for all damaged, obsolete and slow moving items. The Group writes 

down its obsolete or slow moving inventories based on assessment of the condition and the future demand 

for the inventories. These inventories are written down when events or changes in circumstances indicate that 

the carrying amounts may not be recovered. 

(h) 

Financial instruments 

Financial instruments are recognised in the statements of financial position when the Group has become a 

party to the contractual provisions of the instruments. 


49




4. 


4.2 


(h) Financial instruments (cont’d) 

Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual 

arrangement. Interest, dividends, gains and losses relating to a financial instrument classified as a liability, are 

reported as an expense or income. Distributions to holders of financial instruments classified as equity are 

charged directly to equity. 

Financial instruments are offset when the Group has a legally enforceable right to offset and intends to settle 

either on a net basis or to realise the asset and settle the liability simultaneously. 

A financial instrument is recognised initially, at its fair value plus, in the case of a financial instrument not at 

fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the 

financial instrument. 

Financial instruments recognised in the statements of financial position are disclosed in the individual policy 

statement associated with each item. 

(i) 

Financial assets 

On initial recognition, financial assets are classified as either financial assets at fair value through profit or 

loss, held-to-maturity investments, loans and receivables financial assets, or available-for-sale financial 

assets, as appropriate. 

• Financial assets at fair value through profit or loss 

Financial assets are classified as financial assets at fair value through profit or loss when the financial 

asset is either held for trading or is designated to eliminate or significantly reduce a measurement or 

recognition inconsistency that would otherwise arise. Derivatives are also classified as held for 

trading unless they are designated as hedges. 

Financial assets at fair value through profit or loss are stated at fair value, with any gains or losses 

arising on remeasurement recognised in profit or loss. Dividend income from this category of 

financial assets is recognised in profit or loss when the Group’s right to receive payment is 

established. 

• Held-to-maturity investments 

Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments 

and fixed maturities that the management has the positive intention and ability to hold to maturity. 

Held-to-maturity investments are measured at amortised cost using the effective interest method 

less any impairment loss, with revenue recognised on an effective yield basis. 


• Loans and receivables financial assets 

Trade receivables and other receivables that have fixed or determinable payments that are not 

quoted in an active market are classified as loans and receivables financial assets. Loans and 

receivables financial assets are measured at amortised cost using the effective interest method, less 

any impairment loss. Interest income is recognised by applying the effective interest rate, except for 

short-term receivables when the recognition of interest would be immaterial. 

50




4. 


4.2 


(h) Financial instruments (cont’d) 

(i) Financial assets (cont’d) 

• Available-for-sale financial assets 

Available-for-sale financial assets are non-derivative financial assets that are designated in this 

category or are not classified in any of the other categories. 

After initial recognition, available-for-sale financial assets are remeasured to their fair values at the 

end of each reporting period. Gains and losses arising from changes in fair value are recognised in 

other comprehensive income and accumulated in the fair value reserve, with the exception of 

impairment losses. On derecognition, the cumulative gain or loss previously accumulated in the fair 

value reserve is reclassified from equity into profit or loss. 

Dividends on available-for-sale equity instruments are recognised in profit or loss when the Group’s 

right to receive payments is established. 

Investments in equity instruments whose fair value cannot be reliably measured are measured at 

cost less accumulated impairment losses, if any. 

(ii) 

Financial liabilities 

All financial liabilities are initially at fair value plus directly attributable transaction costs and subsequently 

measured at amortised cost using the effective interest method other than those categorised as fair value 

through profit or loss. 

Fair value through profit or loss category comprises financial liabilities that are either held for trading or 

are designated to eliminate or significantly reduce a measurement or recognition inconsistency that 

would otherwise arise. Derivatives are also classified as held for trading unless they are designated as 

hedges. 

(iii) 

Equity instruments 

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares 

or options are shown in equity as a deduction, net of tax, from proceeds. 

Dividends on ordinary shares are recognised as liabilities when approved for appropriation. 

(iv) 

Financial guarantee contracts 

A financial guarantee contract is a contract that requires the issuer to make specified payments to 

reimburse the holder for a loss it incurs because a specific debtor fails to make payment when due. 

Financial guarantee contracts are recognised initially as liabilities at fair value, net of transaction costs. 

Subsequent to initial recognition, financial guarantee contracts are recognised as income in profit or loss 

over the period of the guarantee or, when there is no specific contractual period, recognised in profit or 

loss upon discharge of the guarantee. If the debtor fails to make payment relating to a financial guarantee 

contract when it is due and the Company, as the issuer, is required to reimburse the holder for the 

associated loss, the liability is measured at the higher of the best estimate of the expenditure required to 

settle the present obligation at the end of the reporting period and the amount initially recognised less 

cumulative amortisation. 


51




4. 


4.2 


(i) Borrowing costs 

Borrowing costs, directly attributable to the acquisition and construction of property, plant and equipment are 

capitalised as part of the cost of those assets, until such time as the assets are ready for their intended use or 

sale. Capitalisation of borrowing costs is suspended during extended periods in which active development is 

interrupted. 

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

(j) 

Income tax 

Income tax for the year comprises current and deferred tax. 

Current tax is the expected amount of income taxes payable in respect of the taxable profit for the year and is 

measured using the tax rates that have been enacted or substantively enacted at the end of the reporting 

period. 

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. The carrying 

amounts of deferred tax assets are reviewed at the end of each reporting period and reduced to the extent 

that it is no longer probable that sufficient future taxable profits will be available to allow all or part of the 

deferred tax assets to 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 assets and liabilities are offset when there is a legally enforceable right to set off current tax 

assets against current tax liabilities and when the deferred income taxes relate to the same taxation authority. 


Deferred tax relating to items recognised outside profit or loss is recognised 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 costs. 

52




4. 


4.2 


(k) Cash and cash equivalents 

Cash and cash equivalents comprise cash in hand, bank balances, demand deposits, deposits pledged with 

financial institutions, bank overdrafts and short-term, highly liquid investments that are readily convertible to 

known amounts of cash and which are subject to an insignificant risk of changes in value. 

(l) 

Revenue recognition 

Revenue is measured at the fair value of the consideration received or receivable and represents amounts 

receivable for goods and services provided in the normal course of business, net of returns and trade 

discounts after eliminating sales within the Group. 

(i) 

Sale of goods 

Revenue is recognised when the following conditions are 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 transactions will flow to the entity ; and 

• the cost incurred or to be incurred in respect of the transaction can be measured reliably. 

(ii) 

Dividend income 

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

(iii) 

Interest income 

Interest income is recognised on a time proportion basis that reflects the effective yield on the asset. 

(iv) 

Rental income 

Rental income is recognised on accrual basis unless collectability is in doubt, in which case the 

recognition of such income is suspended. Subsequent to suspension, income is recognised on the 

receipt basis until all arrears have been paid. 

(m) 

Employee benefits 

(i) Short-term benefits 

Wages, salaries, paid annual leave, paid sick leave, bonuses, social security costs and non-monetary 

benefits are recognised as expenses in the profit or loss in the period in which the associated services 

are rendered by employees of the Group. 

(ii) 

Defined contribution plans 

As required by law, companies in Malaysia make contributions to the state pension scheme, the 

Employees Provident Fund (“EPF”). Some of the Group’s foreign subsidiaries make contributions to their 

respective countries’ statutory pension schemes. Such contributions are recognised as an expense in the 

profit or loss in the period to which they relate. Once the contributions have been paid, the Group has no 

further liability in respect of the defined contribution plans. 


53




4. 


4.2 


(n) Related parties 

A party is related to an entity if : 

(i) directly, or indirectly through one or more intermediaries, the party : 

• controls, is controlled by, or is under common control with, the entity (this includes parents, 

subsidiaries and fellow subsidiaries) ; 

• has an interest in the entity that gives it significant influence over the entity ; or 

• has joint control over the entity. 

(ii) 

the party is an associate of the entity ; 

(iii) 

the party is a joint venture in which the entity is a venturer ; 

(iv) 

the party is a member of the key management personnel of the entity or its parent ; 

(v) 

the party is a close member of the family of any individual referred to in (i) or (iv) ; 

(vi) 

the party is an entity that is controlled, jointly controlled or significantly influenced by, or for which 

significant voting power in such entity resides with, directly or indirectly, any individual referred to in (iv) or 

(v) ; or 

(vii) 

the party is a post-employment benefit plan for the benefit of employees of the entity, or of any entity that 

is a related party of the entity. 

Close members of the family of an individual are those family members who may be expected to influence, or 

be influenced by, that individual in their dealings with the entity. 

(o) 

Functional and foreign currencies 

(i) Functional and presentation currency 

The individual financial statements of each entity in the Group are presented in the currency of the 

primary economic environment in which the entity operates, which is the functional currency. 

The consolidated financial statements are presented in Ringgit Malaysia (“RM”), which is the Company’s 

functional and presentation currency. 

(ii) 

Transactions and balances 

Transactions in foreign currencies are converted into the respective functional currencies on initial 

recognition, using the exchange rates approximating those ruling at the transaction dates. Monetary 

assets and liabilities at the end of the reporting period are translated at the rates ruling as of that date. 

Non-monetary assets and liabilities are translated using exchange rates that existed when the values 

were determined. All exchange differences are recognised in profit or loss. 


54




4. 


4.2 


(o) Functional and foreign currencies (cont’d) 

(iii) Foreign operations 

Assets and liabilities of foreign operations are translated to RM at the rates of exchange ruling at the end 

of the reporting period. Revenues and expenses of foreign operations are translated at exchange rates 

ruling at the dates of the transactions. All exchange differences arising from translation are taken directly 

to other comprehensive income and accumulated in equity under the translation reserve. On the disposal 

of a foreign operation, the cumulative amount recognised in other comprehensive income relating to that 

particular foreign operation is reclassified from equity to profit or loss. 

Goodwill and fair value adjustments arising from the acquisition of foreign operations are treated as 

assets and liabilities of the foreign operations and are recorded in the functional currency of the foreign 

operations and translated at the closing rate at the end of the reporting period. 

(p) 

Operating segments 

An operating segment is a component of the Group that engages in business activities from which it may 

earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of 

the Group’s other components. An operating segment’s operating results are reviewed regularly by the chief 

operating decision maker to make decisions about resources to be allocated to the segment and assess its 

performance, and for which discrete financial information is available. 

4.3 

During the current financial year, the Group has adopted the following new accounting standards and 

interpretations (including the consequential amendments) : 

FRSs and IC Interpretations (including the Consequential Amendments) 

FRS 1 (Revised) 



: First-time Adoption of Financial Reporting Standards 

: Business Combinations 

: Consolidated and Separate Financial Statements 

Amendments to FRS 1 (Revised) 

Amendments to FRS 1 (Revised) 

Amendments to FRS 2 





: Limited Exemption from Comparative FRS 7 Disclosures for First-time 

Adopters 

: Additional Exemptions for First-time Adopters 

: Scope of FRS 2 and FRS 3 (Revised) 

: Group Cash-settled Share-based Payment Transactions 

: Plan to Sell the Controlling Interest in a Subsidiary 

: Improving Disclosures about Financial Instruments 

: Consequential Amendments Arising from FRS 3 (Revised) 

IC Interpretation 4 





Amendments to IC Interpretation 9 

Annual Improvements to FRSs (2010) 

: Determining Whether An Arrangement Contains a Lease 

: Service Concession Arrangements 

: Hedges of a Net Investment in a Foreign Operation 

: Distributions of Non-cash Assets to Owners 

: Transfers of Assets from Customers 

: Scope of IC Interpretation 9 and FRS 3 (Revised) 


55




4. 


4.3 

The adoption of the above accounting standards and interpretations (including the consequential amendments) 

did not have any material impact on the Group’s financial statements, other than the following : 

(a) 

FRS 3 (Revised) introduces significant changes to the accounting for business combinations, both at the 

acquisition date and post acquisition, and requires greater use of fair values. In addition, all transaction costs, 

other than share and debt issue costs, will be expensed as incurred. 

This revised standard was applied to the acquisition of a subsidiary during the current financial year of which 

acquisition-related costs of RM 4,139 have been recognised in the consolidated statement of comprehensive 

income. 

The Group has applied FRS 3 (Revised) prospectively. Accordingly, business combinations entered into prior 

to 1 April 2011 have not been adjusted to comply with this revised standard. 

(b) 

FRS 127 (Revised) requires accounting for changes in ownership interests by the Group in a subsidiary, whilst 

maintaining control, to be recognised as an equity transaction. When the Group loses control of a subsidiary, 

any interest retained in the former subsidiary will be measured at fair value with the gain or loss recognised in 

profit or loss. The revised standard also requires all losses attributable to the non-controlling interests to be 

absorbed by the non-controlling interests instead of by the parent. The Group has applied FRS 127 (Revised) 

prospectively during the current financial year with no financial impact on the financial statements of the 

Group but may impact the accounting of its future transactions or arrangements. 

(c) 

Amendments to FRS 7 expand the disclosure requirements in respect of fair value measurements and liquidity 

risk. In particular, the amendments require additional disclosure of fair value measurements by level of a fair 

value measurement hierarchy, as shown in Note 36.5. Comparatives are not presented by virtue of the 

exemption given in the amendments. 

(d) 

Annual Improvements to FRSs (2010) contain amendments to 11 accounting standards that result in 

accounting changes for presentation, recognition or measurement purposes. 

The amendments to FRS 101 (Revised) clarify that an entity may choose to present the analysis of the items 

of other comprehensive income either in the statements of changes in equity or in the notes to the financial 

statements. The Group has chosen to present the items of other comprehensive income in the statements of 

changes in equity. 

4.4 

The Group has not applied in advance the following accounting standards and interpretations (including the 

consequential amendments) that have been issued by the Malaysian Accounting Standards Board (“MASB”) but 

are not yet effective for the current financial year : 

FRSs and IC Interpretations 

(including the Consequential Amendments) 

Effective date 


56 

FRS 9 : Financial Instruments 1 January 2015 

FRS 10 : Consolidated Financial Statements 1 January 2013 

FRS 11 : Joint Arrangements 1 January 2013 

FRS 12 : Disclosure of Interests in Other Entities 1 January 2013 

FRS 13 : Fair Value Measurement 1 January 2013 

FRS 119 (Revised) : Employee Benefits 1 January 2013 

FRS 124 (Revised) : Related Party Disclosures 1 January 2012




4. 


4.4 

FRSs and IC Interpretations 

(including the Consequential Amendments) 

Effective date 

FRS 127 (2011) : Separate Financial Statements 1 January 2013 

FRS 128 (2011) : Investments in Associates and Joint Ventures 1 January 2013 

Amendments to FRS 1 : Severe Hyperinflation and Removal of 1 January 2012 

(Revised) 

Fixed Dates for First-time Adopters 

Amendments to FRS 1 : Government Loans 1 January 2013 

(Revised) 

Amendments to FRS 7 : Disclosures – Transfers of Financial Assets 1 January 2012 

Amendments to FRS 7 : Disclosures – Offsetting Financial Assets 1 January 2013 

and Financial Liabilities 

Amendments to FRS 9 : Mandatory Effective Date of FRS 9 and 1 January 2015 

Transition Disclosures 

Amendments to FRS 101 : Presentation of Items of Other Comprehensive Income 1 July 2012 

(Revised) 

Amendments to FRS 112 : Recovery of Underlying Assets 1 January 2012 

Amendments to FRS 132 : Offsetting Financial Assets and Financial Liabilities 1 January 2014 

IC Interpretation 15 : Agreements for the Construction of Real Estate Withdrawn on 

19 November 2011 

IC Interpretation 19 : Extinguishing Financial Liabilities with Equity Instruments 1 July 2011 

IC Interpretation 20 : Stripping Costs in the Production Phase of a Surface Mine 1 January 2013 

Amendments to : Prepayments of a Minimum Funding Requirement 1 July 2011 


The above accounting standards and interpretations (including the consequential amendments) are not relevant to 

the Group's operations except as follows : 

(a) 

FRS 9 replaces the parts of FRS 139 that relate to the classification and measurement of financial 

instruments. FRS 9 divides all financial assets into 2 categories – those measured at amortised cost and 

those measured at fair value based on the entity’s business model for managing its financial assets and the 

contractual cash flow characteristics of the instruments. For financial liabilities, the standard retains most of 

the FRS 139 requirement. An entity choosing to measure a financial liability at fair value will present the 

portion of the change in its fair value due to changes in the entity’s own credit risk in other comprehensive 

income rather than within profit or loss. Accordingly, there will be no material financial impact on the financial 

statements of the Group upon its initial application but may impact its future disclosures. 

(b) 

FRS 10 replaces the consolidation guidance in FRS 127 and IC Interpretation 121. Under FRS 10, there is 

only one basis for consolidation, which is control. Extensive guidance has been provided in the standard to 

assist in the determination of control. Accordingly, there will be no material financial impact on the financial 

statements of the Group upon its initial application but may impact its future disclosures. 


57




4. 


4.4 

(c) 

FRS 12 is applicable to entities that have interests in subsidiaries, joint arrangements, associates and/or 

unconsolidated structured entities. FRS 12 is a disclosure standard and the disclosure requirements in this 

standard are more extensive than those in the current standards. Accordingly, there will be no financial impact 

on the financial statements of the Group upon its initial application but may impact its future disclosures. 

(d) 

FRS 13 defines fair value, provides guidance on how to determine fair value and requires disclosures about 

fair value measurements. The scope of FRS 13 is broad; it applies to both financial instrument items and 

non-financial instrument items for which other FRSs require or permit fair value measurements and 

disclosures about fair value measurements, except in specified circumstances. In general, the disclosure 

requirements in FRS 13 are more extensive than those required in the current standards and therefore there 

will be no financial impact on the financial statements of the Group upon its initial application but may impact 

its future disclosures. 

(e) 

The amendments to FRS 7 intend to provide greater transparency around risk exposures of transactions when 

a financial asset is transferred but the transferor retains some level of continuing exposure in the asset. The 

amendments also require disclosures where transfers of financial assets are not evenly distributed throughout 

the period. Accordingly, there will be no financial impact on the financial statements of the Group upon its 

initial application but may impact its future disclosures. 

(f) 

The amendments to FRS 101 retain the option to present profit or loss and other comprehensive income in 

either a single statement or in two separate but consecutive statements. In addition, items presented in other 

comprehensive income section are to be grouped based on whether they are potentially re-classifiable to 

profit or loss subsequently i.e. those that might be reclassified and those that will not be reclassified. Income 

tax on items of other comprehensive income is required to be allocated on the same basis. Accordingly, there 

will be no financial impact on the financial statements of the Group upon its initial application but may impact 

its future disclosures. 

4.5 

Malaysian Financial Reporting Standards (MFRSs) 

On 19 November 2011, MASB issued a new MASB approved accounting framework, the Malaysian Financial 

Reporting Standards (“MFRSs”) that are equivalent to International Financial Reporting Standards. 

The MFRSs are 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 (Agreement for Construction of Real Estate), including its parent, significant investor and venturer 

(herein called “Transitioning Entities”). 

On 30 June 2012, MASB announced that the Transitioning Entities are allowed to defer the adoption of the MFRSs 

to annual periods beginning on or after 1 January 2014 after which the MFRSs will become mandatory. The Group 

falls within the definition of Transitioning Entities and has opted to prepare its first MFRSs financial statements for 

the financial year ending 31 March 2015. 


In representing its first MFRSs financial statements, the Group will quantify the financial effects of the differences 

between the current FRSs and MFRSs. The Group has commenced transitioning its accounting policies and 

financial reporting from the current FRSs to MFRSs. However, the Group has not completed its quantification of 

the financial effects of the differences between FRSs and MFRSs due to the ongoing assessment by the 

management. The majority of the adjustments required on transition will be made, retrospectively, against opening 

retained profits. 

The Group expects to be in a position to fully comply with the requirements of MFRSs for the financial year ending 

31 March 2015. 

58




4. 


4.6 

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 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 : 

(a) 

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 factors which could change significantly as a result of technical 

innovations and competitors’ actions in response to the market conditions. 

The Group anticipates 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. 

(b) 

Income tax 

There are certain transactions and computations for which the ultimate tax determination may be different 

from the initial estimate. The Group recognises 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 tax 

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. 

(c) 

Impairment of non-financial assets 

When the recoverable amount of an asset is determined based on the estimate of the 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. 

(d) 

Write-down of inventories – Non-livestocks 

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. 

(e) 

Classification between investment property and owner-occupied properties 

The Group determines whether a property qualifies as an investment property, and has developed a criteria in 

making that judgement. Investment property is a property held to earn rentals or for capital appreciation or 

both. Therefore, the Group considers whether a property generates cash flows largely independent of the 

other assets held by the Group. 

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 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. 

59




4. 


4.6 

Critical Accounting Estimates and Judgements (Cont’d) 

(f) 

(g) 

Impairment of trade and other receivables 

An impairment loss is recognised when there is objective evidence that a financial asset is impaired. 

Management specifically reviews its loans and receivables financial assets and analyses historical bad debts, 

customer concentrations, customer creditworthiness, current economic trends and changes in the customer 

payment terms when making a judgement to evaluate the adequacy of the allowance for 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 amount of receivables. 

Revaluation of properties 

Certain properties of the Group are reported at valuation which is based on valuations performed by 

independent professional valuers. 

The independent professional valuers have exercised judgement in determining discount rates, estimates of 

future cash flows, capitalisation rate, terminal year value, market freehold rental and other factors used in the 

valuation process. Also, judgement has been applied in estimating prices for less readily observable external 

parameters. Other factors such as model assumptions, market dislocations and unexpected correlations can 

also materially affect these estimates and the resulting valuation estimates. 

(h) 

(i) 

Impairment of available-for-sale financial assets 

The Group reviews its available-for-sale financial assets at the end of each reporting period to assess whether 

they are impaired. The Group also records impairment loss on available-for-sale equity investments when 

there has been a significant or prolonged decline in the fair value below their cost. The determination of what 

is “significant” or “prolonged” requires judgement. In making this judgement, the Group evaluates, among 

other factors, historical share price movements and the duration and extent to which the fair value of an 

investment is less than its cost. 

Fair value estimates for certain financial assets and liabilities 

The Group carries certain financial assets and liabilities at fair value, which requires extensive 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 

uses different valuation methodologies. Any changes in fair value of these assets and liabilities would affect 

profit and/or equity. 


60




5. PROPERTY, PLANT AND EQUIPMENT 

Group – At 31 March 2012 

* Freehold 

land, farm 

and poultry 

buildings 

*Leasehold 

land, 

freehold 

land and 

factory 

buildings 

Plant and 

machinery 

Fish pond 

and 

equipment 

Egg layer 

conveyor 

and cages 

system 

Motor 

vehicles, 

electrical 

installation, 

furniture, 

fittings, 

equipment, 

renovation Capital workin-progress 

and hostel 

RM RM RM RM RM RM RM RM 

Total 

At cost / valuation 

At 1 April 2011 62,647,601 13,446,482 32,295,751 - 28,869,268 22,718,739 2,289,161 162,267,002 

Additions 3,671,080 - 775,389 113,286 4,165,371 5,198,852 15,226,062 29,150,040 

Disposals (638,175) - - - - (541,007) - (1,179,182) 

Write off - - - - (1,061,957) (187,687) - (1,249,644) 

Acquisition of subsidiaries - 1,130,625 340,360 - - 778,647 - 2,249,632 

Reclassification 6,022,260 - 7,783,942 312,325 1,103,400 698,035 (15,919,962) - 

Foreign exchange difference - - - - - 11,008 - 11,008 

At 31 March 2012 71,702,766 14,577,107 41,195,442 425,611 33,076,082 28,676,587 1,595,261 191,248,856 

Representing : 

At valuation - 10,512,166 - - - - - 10,512,166 

At cost 71,702,766 4,064,941 41,195,442 425,611 33,076,082 28,676,587 1,595,261 180,736,690 

71,702,766 14,577,107 41,195,442 425,611 33,076,082 28,676,587 1,595,261 191,248,856 

Less : Accumulated Depreciation 

At 1 April 2011 17,580,286 284,630 17,067,022 - 10,395,782 12,776,738 - 58,104,458 

Charge for the financial year 2,208,343 172,329 2,195,898 - 1,549,756 2,916,956 - 9,043,282 

Disposals - - - - - (408,641) - (408,641) 

Write off - - - - (1,021,155) (150,223) - (1,171,378) 

Acquisition of subsidiaries - 21,479 127,979 - - 346,924 - 496,382 

Reclassification (621) - 21,170 - - (20,549) - - 

Foreign exchange difference - - - - - 3,708 - 3,708 

At 31 March 2012 19,788,008 478,438 19,412,069 - 10,924,383 15,464,913 - 66,067,811 


At valuation - 325,650 - - - - - 325,650 

At cost 19,788,008 152,788 19,412,069 - 10,924,383 15,464,913 - 65,742,161 

19,788,008 478,438 19,412,069 - 10,924,383 15,464,913 - 66,067,811 

Carrying amount 

At 31 March 2012 51,914,758 14,098,669 21,783,373 425,611 22,151,699 13,211,674 1,595,261 125,181,045 


At valuation - 10,186,516 - - - - - 10,186,516 

At cost 51,914,758 3,912,153 21,783,373 425,611 22,151,699 13,211,674 1,595,261 114,994,529 

51,914,758 14,098,669 21,783,373 425,611 22,151,699 13,211,674 1,595,261 125,181,045 


61




5. 

PROPERTY, PLANT AND EQUIPMENT (cont’d) 

* The freehold land, leasehold land, farm and poultry buildings and factory buildings of the Group consists of : 

Freehold land, farm and poultry buildings Leasehold land, freehold land and factory buildings 

Farm and 

Freehold poultry Freehold Leasehold Factory 

land buildings Total land land buildings Total 

RM RM RM RM RM RM RM 


At 1 April 2011 15,712,992 46,934,609 62,647,601 4,343,530 1,878,243 7,224,709 13,446,482 

Additions 2,567,722 1,103,358 3,671,080 - - - - 

Disposal (638,175) - (638,175) - - - - 

Acquisition of subsidiaries - - - 204,600 - 926,025 1,130,625 

Reclassification - 6,022,260 6,022,260 - - - - 

At 31 March 2012 17,642,539 54,060,227 71,702,766 4,548,130 1,878,243 8,150,734 14,577,107 


At valuation - - - 4,343,530 - 6,168,636 10,512,166 

At cost 17,642,539 54,060,227 71,702,766 204,600 1,878,243 1,982,098 4,064,941 

17,642,539 54,060,227 71,702,766 4,548,130 1,878,243 8,150,734 14,577,107 

Less : Accumulated 

depreciation 

At 1 April 2011 - 17,580,286 17,580,286 - 45,997 238,633 284,630 

Charge for the financial 

year - 2,208,343 2,208,343 - 20,656 151,673 172,329 

Acquisition of subsidiaries - - - - - 21,479 21,479 

Reclassification - (621) (621) - - - - 

At 31 March 2012 - 19,788,008 19,788,008 - 66,653 411,785 478,438 


At valuation - - - - - 325,650 325,650 

At cost - 19,788,008 19,788,008 - 66,653 86,135 152,788 

- 19,788,008 19,788,008 - 66,653 411,785 478,438 


At 31 March 2012 17,642,539 34,272,219 51,914,758 4,548,130 1,811,590 7,738,949 14,098,669 


At valuation - - - 4,343,530 - 5,842,986 10,186,516 

At cost 17,642,539 34,272,219 51,914,758 204,600 1,811,590 1,895,963 3,912,153 

17,642,539 34,272,219 51,914,758 4,548,130 1,811,590 7,738,949 14,098,669 


62




5. PROPERTY, PLANT AND EQUIPMENT (cont’d) 

Group – At 31 March 2011 

* Freehold 

land, farm 

and poultry 

buildings 

* Leasehold 

land, 

freehold 

land and 

factory 

buildings 

Plant and 

machinery 

Egg layer 

conveyor 

and cages 

system 

Motor 

vehicles, 

electrical 

installation, 

furniture, 

fittings, 

equipment, 

renovation Capital workin-progress 

and hostel 

Total 



At 1 April 2010 54,762,469 12,429,509 29,880,087 24,105,256 18,357,653 3,274,847 142,809,821 

Additions 4,149,998 56,400 1,178,260 2,633,524 3,511,987 7,815,915 19,346,084 

Disposals - - - - (99,745) - (99,745) 

Transfer to investment property (Note 6) - - - - - (480,000) (480,000) 

Acquisition of a subsidiary - - - - 681,173 - 681,173 

Reclassification 3,735,134 960,573 1,237,404 2,130,488 258,002 (8,321,601) - 

Foreign exchange difference - - - - 9,669 - 9,669 

At 31 March 2011 62,647,601 13,446,482 32,295,751 28,869,268 22,718,739 2,289,161 162,267,002 


At valuation - 10,512,166 - - - - 10,512,166 

At cost 62,647,601 2,934,316 32,295,751 28,869,268 22,718,739 2,289,161 151,754,836 

62,647,601 13,446,482 32,295,751 28,869,268 22,718,739 2,289,161 162,267,002 


At 1 April 2010 15,604,296 137,388 15,064,056 9,115,002 10,756,056 - 50,676,798 

Charge for the financial year 1,975,990 147,242 2,002,966 1,280,780 2,002,848 - 7,409,826 

Disposals - - - - (99,745) - (99,745) 

Acquisition of a subsidiary - - - - 115,134 - 115,134 

Foreign exchange difference - - - - 2,445 - 2,445 

At 31 March 2011 17,580,286 284,630 17,067,022 10,395,782 12,776,738 - 58,104,458 


At valuation - 219,790 - - - - 219,790 

At cost 17,580,286 64,840 17,067,022 10,395,782 12,776,738 - 57,884,668 

17,580,286 284,630 17,067,022 10,395,782 12,776,738 - 58,104,458 


At 31 March 2011 45,067,315 13,161,852 15,228,729 18,473,486 9,942,001 2,289,161 104,162,544 


At valuation - 10,292,376 - - - - 10,292,376 

At cost 45,067,315 2,869,476 15,228,729 18,473,486 9,942,001 2,289,161 93,870,168 

45,067,315 13,161,852 15,228,729 18,473,486 9,942,001 2,289,161 104,162,544 


63





* The freehold land, leasehold land, farm and poultry buildings and factory buildings of the Group consists of : 

Freehold land, farm and poultry buildings Leasehold land, freehold land and factory buildings 

Farm and 

Freehold poultry Freehold Leasehold Factory 

land buildings Total land land buildings Total 



At 1 April 2010 12,214,712 42,547,757 54,762,469 4,343,530 1,878,243 6,207,736 12,429,509 

Additions 3,498,280 651,718 4,149,998 - - 56,400 56,400 

Reclassification - 3,735,134 3,735,134 - - 960,573 960,573 

At 31 March 2011 15,712,992 46,934,609 62,647,601 4,343,530 1,878,243 7,224,709 13,446,482 


At valuation - - - 4,343,530 - 6,168,636 10,512,166 

At cost 15,712,992 46,934,609 62,647,601 - 1,878,243 1,056,073 2,934,316 

15,712,992 46,934,609 62,647,601 4,343,530 1,878,243 7,224,709 13,446,482 

Less : Accumulated 

depreciation 

At 1 April 2010 - 15,604,296 15,604,296 - 23,245 114,143 137,388 

Charge for the financial 

year - 1,975,990 1,975,990 - 22,752 124,490 147,242 

At 31 March 2011 - 17,580,286 17,580,286 - 45,997 238,633 284,630 


At valuation - - - - - 219,790 219,790 

At cost - 17,580,286 17,580,286 - 45,997 18,843 64,840 

- 17,580,286 17,580,286 - 45,997 238,633 284,630 


At 31 March 2011 15,712,992 29,354,323 45,067,315 4,343,530 1,832,246 6,986,076 13,161,852 


At valuation - - - 4,343,530 - 5,948,846 10,292,376 

At cost 15,712,992 29,354,323 45,067,315 - 1,832,246 1,037,230 2,869,476 

15,712,992 29,354,323 45,067,315 4,343,530 1,832,246 6,986,076 13,161,852 


64





Company – At 31 March 2012 

Capital 

Office work-in 

equipment -progress Total 

RM RM RM 

At cost 

At 1 April 2011 - 662,412 662,412 

Additions 157,421 - 157,421 

Reclassification 662,412 (662,412) - 

At 31 March 2012 819,833 - 819,833 

Less : Accumulated depreciation 

At 1 April 2011 - - - 

Charge for the financial year 80,801 - 80,801 

At 31 March 2012 80,801 - 80,801 


At 31 March 2012 739,032 - 739,032 

Company – At 31 March 2011 

Capital 

work-in 

-progress 

RM 

At cost 

At 1 April 2010 477,582 

Additions 184,830 

At 31 March 2011 662,412 

Less : Accumulated depreciation 

At 1 April 2010 - 

Charge for the financial year - 

At 31 March 2011 - 


At 31 March 2011 662,412 

(a) 

The freehold land and factory buildings of certain subsidiaries were last revalued by the directors on 31 March 

2009 based on a valuation carried out by an independent firm of professional valuers. The valuation was based on 

market value using comparison and cost methods of valuation. 


65





(b) 

Had the Group’s revalued property, plant and equipment been carried under the cost model, the carrying amount 

would have been as follows : 

Group 

2012 2011 

RM 

RM 

Carrying Amount 

Freehold land 1,483,205 1,483,205 

Factory buildings 4,331,652 4,406,098 

5,814,857 5,889,303 

(c) 

Certain property, plant and equipment of certain subsidiaries with carrying amount of RM 9,254,323 (2011 : RM 

21,889,303) are charged against banking facilities (Note 15(a)). 

(d) 

The following property, plant and equipment are subject to hire purchase instalment plans (Note 16) : 

Group 

2012 2011 

RM 

RM 

Carrying Amount 

Plant and machinery 8,134,335 4,063,419 

Egg layer conveyor and cages system 11,845,500 8,088,201 

Motor vehicles 5,047,186 3,758,999 

Capital work-in-progress 319,564 125,400 

25,346,585 16,036,019 

(e) 

Motor vehicles with carrying amount of RM 162,942 (2011 : RM 161,333) are held in trust and registered under 

third party’s name. 

(f) 

Purchase of property, plant and equipment are as follows : 

Group 

Company 

2012 2011 2012 2011 

RM RM RM RM 


Aggregate cost of property, plant 

and equipment acquired 29,150,040 19,346,084 157,421 184,830 

Finance via hire purchase (12,441,345) (4,032,315) - - 

Unpaid balance included under 

sundry payables (Note 18(d)) (1,729,064) (1,298,582) - - 

Cash paid in respect of acquisition 

in previous financial year 1,289,501 1,408,609 - 316,402 

Cash paid during the financial year 16,269,132 15,423,796 157,421 501,232 

66




6. 

INVESTMENT PROPERTY 

Group 

2012 2011 

RM 

RM 

At Cost 

At 1 April 480,000 - 

Transfer from property, plant and equipment (Note 5) - 480,000 

At 31 March 480,000 480,000 


At 1 April 3,888 - 

Charge for the financial year 7,776 3,888 

At 31 March 11,664 3,888 

Carrying Amount 468,336 476,112 

Included in the above is : 

Leasehold shophouse 468,336 476,112 

7. 

INVESTMENT IN SUBSIDIARIES 

Company 

2012 2011 

RM 

RM 

Unquoted shares, at cost 

- in Malaysia 67,558,402 66,558,402 

- outside Malaysia 240,005 240,005 

67,798,407 66,798,407 

The details of the subsidiaries are shown as below : 

Country of 

Percentage of 

Name of company incorporation Principal activities ownership 

2012 2011 

Teo Seng Farming Malaysia Investment holding and poultry 100% 100% 

Sdn. Bhd. 

farming. 

Teo Seng Feedmill Malaysia Manufacturing and marketing 100% 100% 

Sdn. Bhd. 

of animal feeds. 

Success Century Malaysia Poultry farming. 100% 100% 

Sdn. Bhd. 

Ritma Prestasi Sdn. Bhd. Malaysia Distribution of pet food, 100% 100% 

medicine and other animal 

health related products. 


67




7. 

INVESTMENT IN SUBSIDIARIES (cont’d) 

The details of the subsidiaries are shown as below : (cont’d) 

Country of 

Percentage of 

Name of company incorporation Principal activities ownership 

2012 2011 

Teo Seng Paper Products Malaysia Manufacturing and marketing 100% 100% 

Sdn. Bhd. 

of egg trays. 

Liberal Energy Sdn. Bhd. Malaysia General trading and generation 100% 100% 

of energy by establishment of 

bio gas plants 

*Premium Egg Products Singapore Wholesaler, importers, exporters 100% 100% 

Pte. Ltd. 

of daily products. 

Subsidiary of Teo Seng Farming Sdn. Bhd. 

Forever Best Supply Malaysia To carry on business in organic fertiliser, allied 60% - 

Sdn. Bhd. 

products of fertiliser, products of fertiliser of 

chemical processing and transportation. 

Subsidiary of Teo Seng Feedmill Sdn. Bhd. 

Laskar Fertiliser Malaysia Dormant 100% - 

Sdn. Bhd. 

(Formerly known as 

Laskar Perikanan Sdn. Bhd.) 

Subsidiary of Ritma Prestasi Sdn. Bhd. 

B-Tech Aquaculture Malaysia General trading and aquaculture, 100% 100% 

Sdn. Bhd. 

livestock and poultry activities. 

* Audited by firm other than Crowe Horwath 

(a) 

The Company subscribed to the following subsidiaries, new ordinary shares of RM 1.00 at par for cash : 

2012 2011 

RM 

RM 

Teo Seng Feedmill Sdn. Bhd. - 2,000,000 

Ritma Prestasi Sdn. Bhd. 1,000,000 1,000,000 

1,000,000 3,000,000 


68 

(b) 

(c) 

On 22 April 2011, Teo Seng Farming Sdn. Bhd. (“TSF”), a wholly-owned subsidiary of the Company, entered into a 

Sale and Purchase of Shares Agreement to acquire 150,002 ordinary shares of RM 1.00 each in Forever Best 

Supply Sdn. Bhd. (“Forever”) representing 60% of the issued and paid-up capital of Forever for a total cash 

consideration of RM 1,076,483. As such, Forever became a 60% owned indirect subsidiary of the Company. 

On 27 May 2011, Teo Seng Feedmill Sdn. Bhd. (“TSFM”), a wholly-owned subsidiary of the Company, acquired 

the entire equity interest comprising of two (2) ordinary shares of RM 1.00 each in Laskar Fertiliser Sdn. Bhd. 

(formerly known as Laskar Perikanan Sdn. Bhd.) (“Laskar”) for a total cash consideration of RM 2.




7. 

INVESTMENT IN SUBSIDIARIES (cont’d) 

(d) 

On 26 April 2012, TSFM disposed of 100% equity interest in Laskar to Forever for a total cash consideration of 

RM 2. As such, Laskar became a wholly-owned subsidiary of Forever. 

8. 

OTHER INVESTMENTS 

Group 

2012 2011 

RM 

RM 

Quoted shares in Malaysia - at fair value 6,040 5,080 

Market value of quoted shares in Malaysia 6,040 5,080 

9. 

GOODWILL ON CONSOLIDATION 

Group 

2012 2011 

RM 

RM 

At 1 April - 3,084,411 

Goodwill arising from acquisition of subsidiaries 627,279 1,086,241 

627,279 4,170,652 

Write-off (627,279) (4,170,652) 

At 31 March - - 

10. INVENTORIES 

Group 

2012 2011 

RM 

RM 

At Cost 

Layers 15,377,944 15,932,378 

Pullets 5,210,632 3,925,358 

Fishes 19,003 - 

Raw materials 5,139,587 3,846,644 

Trading merchandise 6,149,783 4,667,091 

Poultry feeds 747,931 726,026 

Egg trays 326,053 198,069 

Eggs 700,972 622,567 

Medication 533,672 343,624 

Consumable supplies 419,907 230,125 

Work-in-progress 123,441 224,013 

Others - 201,665 

34,748,925 30,917,560 

Less : Allowance for slow moving inventories (28,895) (32,999) 

34,720,030 30,884,561 


None of the inventories is carried at net realisable value. 

69




11. TRADE AND OTHER RECEIVABLES 

Group 

Company 

2012 2011 2012 2011 

RM RM RM RM 

Trade receivables 

Amount due from related companies 2,227,374 1,434,475 - - 

Amount due from related parties 3,004,101 1,418,069 - - 

Other trade receivables 19,525,680 16,983,857 - - 

24,757,155 19,836,401 - - 

Less : Allowance for impairment losses (648,173) (680,895) - - 

24,108,982 19,155,506 - - 

Other Receivables 

Amount due from subsidiaries - - 4,827,451 1,011,767 

Deposits 2,411,975 1,911,208 - - 

Prepayments 1,283,641 1,734,697 3,267 3,236 

Tax recoverable 2,418,938 1,992,265 543,617 256,730 

Sundry receivables 1,291,037 225,500 - - 

7,405,591 5,863,670 5,374,335 1,271,733 

31,514,573 25,019,176 5,374,335 1,271,733 

Allowance for impairment losses : 

At 1 April (680,895) (583,157) - - 

Acquisition of subsidiaries (35,960) - - - 

Additions during the financial year (214,682) (175,341) - - 

Write off 120,697 - - - 

Reversal of allowances no longer required 162,667 77,603 - - 

At 31 March (648,173) (680,895) - - 

(a) 

The Group’s normal trade terms range from cash term to 150 days (2011 : cash term to 150 days) from the date of 

invoices. Other credit terms are assessed and approved on a case-by-case basis. 

(b) 

The amount due from subsidiaries are unsecured, interest free and repayable on demand except for the advances 

of RM 2,149,718 (2011 : RM 581,763) which bear interest at 3.4% (2011 : 3.2%) per annum at the end of the 

reporting period. 

12. DEPOSITS, BANK AND CASH BALANCES 


Group 

Company 

2012 2011 2012 2011 

RM RM RM RM 

Bank and cash balances 19,769,355 20,786,357 366,264 515,234 

Fixed deposits placed with licensed banks 1,357,196 2,104,785 - 410,579 

21,126,551 22,891,142 366,264 925,813 

70




12. DEPOSITS, BANK AND CASH BALANCES (cont’d) 

(a) 

Fixed deposits placed with licensed banks of the Group of RM 1,238,846 (2011 : RM 1,515,135) are pledged 

against banking facilities (Note 15(a)). 

(b) 

The average effective interest rate of fixed deposits placed with licensed banks of the Group and of the Company 

at the end of the reporting period are 2.7% (2011 : 2.5%) and NIL (2011 : 2.3%) per annum respectively. 

(c) 

The maturity period of fixed deposits placed with licensed banks of the Group and of the Company at the end of 

the reporting period are 30 to 365 days (2011 : 30 to 365 days) and NIL (2011 : 90 days) respectively. 

13. SHARE CAPITAL 

Group And Company 

2012 2011 

Number of 

Number of 

Shares RM Shares RM 

Authorised : 

Ordinary shares of RM 0.20 each 250,000,000 50,000,000 250,000,000 50,000,000 

Issued and fully paid : 

Ordinary shares of RM 0.20 each 200,000,000 40,000,000 200,000,000 40,000,000 

14. RESERVES 

Group 

Company 

2012 2011 2012 2011 

RM RM RM RM 

Non-distributable 

Fair value reserve 3,016 2,056 - - 

Foreign exchange translation reserve (33,020) (14,566) - - 

Revaluation reserve 4,031,856 4,031,856 - - 

Reverse acquisition reserve (26,078,000) (26,078,000) - - 

Share premium 8,010,827 8,010,827 8,010,827 8,010,827 

(14,065,321) (14,047,827) 8,010,827 8,010,827 

Distributable 

Retained profits 88,067,906 73,605,746 15,794,429 12,296,605 

74,002,585 59,557,919 23,805,256 20,307,432 

(a) 

(b) 

Fair value reserve 

The fair value reserve represents the cumulative fair value changes (net of tax, where applicable) of 

available-for-sale financial assets until they are disposed of or impaired. 

Foreign exchange translation reserve 

The foreign exchange translation reserve comprises all foreign exchange differences arising from the translation of 

the financial statements of foreign subsidiary and is not distributable by way of dividends. 


71




14. RESERVES (cont’d) 

(c) 

Revaluation reserve 

The revaluation reserve represent the surpluses arising from the revaluation of certain property, plant and 

equipment, net of deferred tax effect. 

(d) 

Share premium 

Share premium of the Group and of the Company arose from allotment of ordinary shares at premium net of share 

issue expenses. 

(e) 

Retained profits 

Retained profits are those available for distribution by way of dividends. 

Finance Act 2007 (Act 683) introduced a single tier company income tax system with effect from the Year of 

Assessment 2008. Under this system, tax on a company’s profit is a final tax, and dividends paid are exempted 

from tax in the hands of the shareholders. Unlike the previous imputation system, the recipient of the dividend 

would no longer be able to claim any tax credit. 

Companies without Section 108 tax credit balance will automatically move to a single tier tax system on 1 January 2008. 

15. BANK BORROWINGS 

Group 

2012 2011 

RM 

RM 

Current 

Secured - Bank overdrafts 546,934 571,277 

- Bankers' acceptances 9,500,000 15,744,000 

- Term loans 839,221 921,185 

Unsecured - Bank overdrafts - 697,406 


- Term loans - 279,326 

48,410,155 43,830,194 

Non-current 

Secured - Term loans 3,454,274 3,846,291 

51,864,429 47,676,485 


Total Bank Borrowings 

Secured - Bank overdrafts 546,934 571,277 


- Term loans 4,293,495 4,767,476 

Unsecured - Bank overdrafts - 697,406 


- Term loans - 279,326 

51,864,429 47,676,485 

72




15. BANK BORROWINGS (cont’d) 

(a) 

(b) 

(c) 

The secured bank borrowings of the Group are secured by the following : 

(i) Certain property, plant and equipment of certain subsidiaries (Note 5(c)) ; 

(ii) Fixed deposits placed with licensed banks of certain subsidiaries (Note 12(a)) ; 

(iii) Negative pledge on a subsidiary’s assets ; and 

(iv) Guaranteed by the intermediate holding company and the Company. 

The unsecured bank borrowings of the Group are as follows : 

(i) Guaranteed by the intermediate holding company and the Company ; and 

(ii) Negative pledge on a subsidiary’s assets. 

The average effective interest rate (% per annum) at the end of the reporting period for bank borrowings were as follows : 

Group 

2012 2011 

% % 

Bank overdrafts 8.3 7.7 

Bankers' acceptances 4.4 4.3 

Term loans 6.7 5.7 

(d) 

The term loans are repayable by 60 to 84 monthly instalments (2011 : 60 to 84 monthly instalments). At the end of 

the reporting period, they are repayable as follows : 

Group 

2012 2011 

RM 

RM 

Current 

Not later than one year 839,221 1,200,511 

Non-Current 

Later than one year and not later than two years 808,986 820,660 

Later than two years and not later than five years 2,161,631 2,467,196 

Later than five years 483,657 558,435 

3,454,274 3,846,291 

4,293,495 5,046,802 

16. HIRE PURCHASE PAYABLES 

Group 

2012 2011 

RM RM 

Minimum hire purchase payments : 

Not later than one year 7,951,766 4,921,715 

Later than one year and not later than two years 5,729,928 3,226,133 


15,645,510 9,241,298 

Less : Future finance charges (1,239,823) (901,543) 

Present value of hire purchase payables 14,405,687 8,339,755 

The net hire purchase payables are repayable as follow : 

Current 

Not later than one year 7,303,380 4,378,494 

Non-current 

Later than one year and not later than two years 5,299,930 2,941,645 


7,102,307 3,961,261 

14,405,687 8,339,755 


73




16. HIRE PURCHASE PAYABLES (cont’d) 

(a) 

The hire purchase payables of the Group of RM 9,835,593 and RM 480,350 (2011 : RM 4,642,714 and RM 

1,312,376) are guaranteed by the Company and intermediate holding company respectively. 

(b) 

The effective interest rates of hire purchase payables are ranging from 3.8% to 7.5% (2011 : 3.2% to 7.5%) per 

annum. 

17. DEFERRED TAX LIABILITIES 

(a) Recognised deferred tax liabilities 

(i) 

Group 

2012 2011 

RM 

RM 

Movements of deferred tax liabilities 

At 1 April 8,729,508 8,130,508 

Acquisition of subsidiaries 3,442 48,000 

Recognised in profit or loss 583,896 558,740 

Foreign exchange differences - (740) 

Under/(Over)provision in prior years 63,258 (7,000) 

At 31 March 9,380,104 8,729,508 

(ii) 

Components of deferred tax liabilities 

Revaluation surplus of properties 1,016,000 1,126,000 

Excess of capital allowances over corresponding book depreciation 9,433,104 8,447,508 

Unused tax losses (236,000) (173,000) 

Unabsorbed capital allowances (730,000) (593,000) 

Other temporary differences (103,000) (78,000) 

9,380,104 8,729,508 

(b) Unrecognised deferred tax assets 

Deferred tax assets not recognised in the financial statements for the following items under the liability method : 

Group 

2012 2011 

RM 

RM 

Unused tax losses 1,054,000 464,000 

Unabsorbed capital allowances 615,000 192,000 

1,669,000 656,000 


The deductible temporary differences do not expire under current tax legislation. Deferred tax assets have not 

been recognised in respect of these items as it is not probable that future taxable profits of the subsidiaries will be 

available against which the deductible temporary differences can be utilised. 

74




18. TRADE AND OTHER PAYABLES 

Group 

Company 

2012 2011 2012 2011 

RM RM RM RM 

Trade payables 

Amount due to related companies 1,737,264 1,409,046 - - 

Amount due to related parties 1,370,913 575,478 - - 

Other trade payables 11,869,163 9,854,165 - - 

14,977,340 11,838,689 - - 

Other payables 

Amount due to a director of a subsidiary 149,012 - - - 

Amount due to intermediate holding company 73,008 6,559 67,213 13 

Amount due to immediate holding company 199,997 199,997 199,997 199,997 

Amount due to a subsidiary - - 10,557,474 9,050,104 

Amount due to related company 414 1,467,891 - - 

Amount due to related parties 382,487 179,499 - - 

Accruals 2,349,046 1,805,957 145,335 89,230 

Sundry payables 4,919,022 3,306,372 2,763 11,589 

8,072,986 6,966,275 10,972,782 9,350,933 

23,050,326 18,804,964 10,972,782 9,350,933 

(a) 

The normal trade terms granted to the Group range from cash term to 90 days (2011 : cash term to 90 days) from 

the date of invoices. 

(b) 

The non-trade amounts due to a director of a subsidiary, intermediate holding company, immediate holding 

company, related company and related parties are unsecured, interest free and repayable on demand. 

(c) 

The amount due to a subsidiary is unsecured, interest free and repayable on demand except for the advances of 

RM 9,646,172 (2011 : RM Nil) which bears interest at 3.4% (2011 : Nil) per annum at the end of the reporting period. 

(d) 

Included in sundry payables of the Group is an amount of RM 1,729,064 (2011 : RM 1,298,582) payable for the 

purchase of property, plant and equipment (Note 5(f)). 

19. DERIVATIVE LIABILITIES 

Group 

Contract/ 

Contract/ 

notional Derivative notional Derivative 

amount liabilities amount liabilities 

2012 2011 

RM RM RM RM 

Forward foreign exchange contract - - 309,326 948 

(a) 

(b) 

Forward foreign exchange contracts are used to hedge the Group’s purchases denominated in United States 

Dollar (“USD”) for which firm commitments existed at the end of the reporting period. For financial year 2011, the 

settlement dates on forward foreign exchange contracts is 4 days after the end of the reporting period. The Group 

does not apply hedge accounting. 

The Group has recognised a gain of RM 948 (2011 : RM 26,006) arising from fair value changes of derivative 

liabilities. The fair value changes are attributable to changes in foreign exchange spot and forward rate. The 

method and assumptions applied in determining the fair value of derivative are disclosed in Note 36.4(v). 


75




20. REVENUE 

Revenue of the Group and of the Company comprises the following amounts : 

Group 

Company 

2012 2011 2012 2011 

RM RM RM RM 

Sale of goods 267,287,709 207,490,199 - - 

Dividend income from : 

Subsidiaries - - 8,322,500 6,100,000 

Other investments 280 193 - - 

Management fee - - 360,000 360,000 

267,287,989 207,490,392 8,682,500 6,460,000 

21. INVESTMENT REVENUE 

Group 

Company 

2012 2011 2012 2011 

RM RM RM RM 

Interest income from : 

Fixed deposits 68,139 83,874 18,785 13,580 

Advance to subsidiaries - - 45,029 20,311 

Others 74,311 780 - - 

142,450 84,654 63,814 33,891 

22. DIRECTORS’ REMUNERATION 

(a) 

The details of remuneration receivable by directors of the Group and of the Company during the financial year are 

as follows : 

Group 

Company 

2012 2011 2012 2011 

RM RM RM RM 

Executive directors of the Company 

Salaries and other emoluments 2,487,900 2,443,850 484,000 446,000 

Pension costs - defined contribution plan 179,955 165,645 72,600 66,900 

Social security costs 2,125 2,302 1,063 1,151 

2,669,980 2,611,797 557,663 514,051 


76 

Non-executive directors of the Company 

Fee 240,000 240,000 240,000 240,000 


Pension costs - defined contribution plan 66,969 62,778 - - 

Social security costs 1,240 1,240 - - 

1,414,985 2,151,639 410,000 410,000 

4,084,965 4,763,436 967,663 924,051 

Executive directors of the subsidiaries 

Salaries and other emoluments 4,197,358 4,170,619 - - 

Pension costs - defined contribution plan 389,940 346,830 - - 

Social security costs 4,553 3,984 - - 

4,591,851 4,521,433 - -




22. DIRECTORS’ REMUNERATION (cont’d) 

Group 

Company 

2012 2011 2012 2011 

RM RM RM RM 

Non-executive directors of the subsidiaries 

Fee 72,000 72,000 - - 

Salaries and other emoluments 769,000 669,000 - - 

841,000 741,000 - - 

5,432,851 5,262,433 - - 

9,517,816 10,025,869 967,663 924,051 

Analysed as follow : 

Total executive directors' remuneration 7,261,831 7,133,230 557,663 514,051 

Total non-executive directors' remuneration 2,255,985 2,892,639 410,000 410,000 

9,517,816 10,025,869 967,663 924,051 

(b) 

Key management personnel are defined as those persons having authority and responsibility for planning, 

directing and controlling the activities of the Group and of the Company whether directly or indirectly. 

(c) 

The number of directors of the Company whose total remuneration of the Group during the financial year in bands 

of RM 150,000 is analysed as below : 

Number of Director 

2012 2011 

Executive directors : 

RM 1,050,001 - RM 1,200,000 - 1 

RM 1,200,001 - RM 1,350,000 1 - 

RM 1,350,001 - RM 1,500,000 1 1 

Non-executive directors : 

RM 1 - RM 150,000 4 4 

RM 150,001 - RM 300,000 2 1 

RM 300,001 - RM 450,000 1 2 

RM 450,001 - RM 600,000 1 - 

RM 1,050,001 - RM 1,200,000 - 1 

23. STAFF COSTS 

Group 

Company 

2012 2011 2012 2011 

RM RM RM RM 

Executive directors' remuneration (Note 22) 7,261,831 7,133,230 557,663 514,051 

Other staff costs : 


Pension costs - defined contribution plan 1,244,944 1,081,786 34,887 30,558 


Other staff related expenses 1,319,460 798,798 24,636 22,575 

20,675,464 14,166,391 437,322 309,894 

Total staff costs 27,937,295 21,299,621 994,985 823,945 


77




24. FINANCE COSTS 

Group 

Company 

2012 2011 2012 2011 

RM RM RM RM 

Interest on : 

Bank overdrafts 69,078 121,493 - - 

Bankers' acceptances 2,193,440 1,491,296 - - 

Hire purchase 742,620 518,287 - - 

Term loans 286,714 178,232 - - 

Advance from a subsidiary - - 336,302 - 

Others 4,600 5,750 - - 

3,296,452 2,315,058 336,302 - 

25. PROFIT BEFORE TAX 


Group 

Company 

2012 2011 2012 2011 

RM RM RM RM 

This is arrived at after charging : 

Auditors' remuneration : 

Statutory audit : 

- current 95,332 72,908 16,000 12,000 

- (over)provision in prior years (2,072) - - - 

Non-statutory audit 102,888 - 102,888 - 

Depreciation : 

- property, plant and equipment 9,043,282 7,409,826 80,801 - 

- investment property 7,776 3,888 - - 

Goodwill on consolidation written off 627,279 4,170,652 - - 

Impairment losses on trade receivables 214,682 175,341 - - 

Incorporation fee 1,795 - - - 

Inventories written off 30,456 192,802 - - 

Land rental - 6,831 - - 

Property, plant and equipment written off 78,266 - - - 

Rental of hostel 12,300 8,400 - - 

Rental of machinery and vehicle 3,000 3,656 - - 

Rental of premises 239,061 79,244 - - 

And crediting : 

Fair value gain on derivatives (948) (26,006) - - 

Gain on disposal of property, plant and equipment (502,180) (25,000) - - 

Insurance compensation (5,454) (60,000) - - 

Rental income (35,760) (18,173) - - 

Reversal of allowance for slow moving inventories (4,104) - - - 

Reversal of impairment losses on trade receivables (162,667) (77,603) - - 

Realised gain on foreign exchange (801,581) (799,480) (17,399) - 

Unrealised gain on foreign exchange (57,014) (166,184) - - 

78




26. TAX EXPENSE 

Group 

Company 

2012 2011 2012 2011 

RM RM RM RM 

(a) Components of tax expense 

Current tax expense : 

- Malaysian income tax 6,652,000 4,286,000 22,000 1,032,000 

- Under/(Over)provision in prior years 84,930 (216,780) (52,454) (38,130) 

6,736,930 4,069,220 (30,454) 993,870 

Deferred tax expense : 

- Relating to origination of temporary differences 583,896 558,740 - - 

- Under/(Over)provision in prior years 63,258 (7,000) - - 

7,384,084 4,620,960 (30,454) 993,870 

(b) Reconciliation of effective tax rate 

Profit before tax 24,521,220 26,726,609 6,267,370 4,959,851 

Tax at Malaysian statutory income tax rate of 25% 6,130,000 6,682,000 1,567,000 1,240,000 

Differential in tax rates 59,000 (19,500) - - 

Tax effect of non-taxable income (112,000) (700) (1,806,000) (300,000) 

Tax effect of non-deductible expenses 1,888,896 478,300 261,000 92,000 

Effect of tax incentive (905,000) (2,207,000) - - 

Deferred tax assets not recognised during the 

financial year 175,000 (88,360) - - 

Under/(Over)provision in prior years : 

- current tax expense 84,930 (216,780) (52,454) (38,130) 

- deferred tax expense 63,258 (7,000) - - 

7,384,084 4,620,960 (30,454) 993,870 

(c) 

Subject to the agreement of the Inland Revenue Board, at 31 March, the Group has unutilised reinvestment 

allowances of approximately RM 2,100,000 (2011 : RM 2,100,000) available for offsetting against future taxable profits. 

27. EARNINGS PER ORDINARY SHARE 

(a) 

Basic earnings per ordinary share 

Basic earnings per ordinary share is calculated based on profit for the financial year attributable to owners of the 

Company divided by the weighted average number of ordinary shares in issue during the financial year. 

Group 

2012 2011 

RM 

RM 

Profit attributable to owners of the Company 17,262,160 22,105,649 

Group 

2012 2011 

Units Units 

(b) 

Number of ordinary shares in issue at 1 April 200,000,000 200,000,000 

Weighted average number of ordinary shares in issue 200,000,000 200,000,000 

Basic earnings per ordinary share (sen) 8.63 11.05 

Diluted earnings per ordinary share 

There is no dilutive potential ordinary shares in issue at the end of the reporting period. 


79




28. ACQUISITION OF SUBSIDIARIES 

During the financial year, the Group acquired 60% equity interest in Forever Best Supply Sdn. Bhd. (“Forever”) and 

entire equity interest in Laskar Fertiliser Sdn. Bhd. (formerly known as Laskar Perikanan Sdn. Bhd.) (“Laskar”). 

The fair values of the identifiable assets and liabilities of Forever and Laskar as at the date of acquisition were : 

Carrying 

Amount 

RM 

Property, plant and equipment 1,753,250 

Trade and other receivables 1,270,593 

Inventories 149,676 

Cash and cash equivalents 372,092 

Trade and other payables (1,712,989) 

Deferred tax liabilities (3,442) 

Term loans (740,516) 

Hire purchase payables (339,990) 

Net identifiable assets and liabilities 748,674 

Less : Non-controlling interests (299,468) 

Add : Goodwill on acquisition 627,279 

Total purchase consideration 1,076,485 

Less : Cash and cash equivalents of subsidiaries acquired (372,092) 

Net cash inflow for acquisition of subsidiaries 704,393 

The non-controlling interest are measured at the non-controlling interests’ proportionate share of the fair value of the 

acquiree’s identifiable net assets at the date of acquisition. 

The acquired subsidiaries have contributed the following results to the Group : 

RM 

Revenue 4,344,840 

Loss after tax (320,862) 


80




29. DIVIDENDS 

Group And Company 

2012 2011 

RM 

RM 

In respect of the financial year ended 31 March 2010 

Final single tier dividend of 4.25% on 200,000,000 ordinary shares of RM 0.20 each - 1,700,000 

In respect of the financial year ended 31 March 2011 

Interim single tier dividend of 4.25% on 200,000,000 ordinary shares of RM 0.20 each - 1,700,000 

Final single tier dividend of 7.00% on 200,000,000 ordinary shares of RM 0.20 each 2,800,000 - 

2,800,000 3,400,000 

The Board of Directors proposed a final single tier dividend of 8.75% equivalent to 1.75 sen per ordinary share 

approximately of RM 3,500,000 in respect of the financial year ended 31 March 2012. The dividend is subject to the 

approval of shareholders at the forthcoming Annual General Meeting of the Company and has not been included as a 

liability in the financial statements. Such dividend, if approved by the shareholders, will be accounted for in equity as 

an appropriation of retained profits for the financial year ending 31 March 2013. 

30. CASH AND CASH EQUIVALENTS 

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

Group 

Company 

2012 2011 2012 2011 

RM RM RM RM 

Deposits, bank and cash balances 21,126,551 22,891,142 366,264 925,813 

Less : Bank overdrafts (546,934) (1,268,683) - - 

20,579,617 21,622,459 366,264 925,813 

Less : Non-cash and cash equivalents 

Fixed deposits pledged to banks as collateral (1,238,846) (1,515,135) - - 

19,340,771 20,107,324 366,264 925,813 

31. CAPITAL COMMITMENTS 

At 31 March, the Group had the following capital commitments in respect of property, plant and equipment : 

Group 

2012 2011 

RM 

RM 

Contracted but not provided for 5,613,000 11,833,000 

Approved but not contracted for 1,475,000 1,134,000 


81




32. RELATED PARTY DISCLOSURES 

(a) 

Identities of related parties 

The Group has related party relationships with the entities within the same group of companies. 

(b) 

In addition to the information detailed elsewhere in the financial statements, the Group and the Company carried 

out the following significant transactions with the related parties during the financial year : 

Group 

Company 

2012 2011 2012 2011 

RM RM RM RM 

Intermediate holding company 

- IT service payable 9,278 9,278 - - 

- Secretarial fee 7,680 6,720 - - 

- Internal audit fee 102,888 - 102,888 - 

Subsidiaries 

- Dividend income received/receivable - - (8,322,500) (6,100,000) 

- Interest income - - (45,029) (20,311) 

- Interest expense - - 336,302 - 

- Management fee - - (360,000) (360,000) 

Other related companies 

- Sale of goods (7,251,450) (18,336,179) - - 

- Purchase of goods 7,228,677 5,817,545 - - 

- Laboratory charges 60,707 49,848 - - 

- Transport charges - 1,874 - - 

- Upkeep of equipment 305 - - - 

Related parties 

- with companies where Lau Brothers # 

are directors/shareholders 

- Sale of goods (11,035,107) (5,059,457) - - 

- Purchase of goods 11,010,174 11,594,852 - - 

- Professional fee - 4,368 - - 

- with company where spouse of 

Mr. Nam Yok San is a director 

- Transport charges 3,910,285 2,798,673 - - 

- Purchase of property, plant and equipment - 18,000 - - 

- with company where a director of a 

subsidiary Mr. Tan Chau King is a director 

- Sale of goods (240,317) - - - 

- Transport charges received (11,257) - - - 


- with Mr. Nam Hiok Yong, director 

of subsidiaries 

- Proceeds from disposal of property, plant 

and equipment (40,000) - - - 

# Lau Brothers are Dato’ Lau Bong Wong, Lau Chia Nguang, Datuk Lau Chir Nguan, Dato’ Lau Eng Guang, Lau 

Hai Nguan and Tan Sri Lau Tuang Nguang collectively. 

82




32. RELATED PARTY DISCLOSURES (cont’d) 

(c) 

Information regarding outstanding balances arising from related party transactions at 31 March 2012 are disclosed 

in Note 11 and Note 18. 

(d) 

Compensation of key management personnel 

The compensation of key management personnel who are the executive directors of the Group and of the 

Company are detailed in Note 22(a). 

Group 

Company 

2012 2011 2012 2011 

RM RM RM RM 


Pension costs - defined contribution plan 569,895 512,475 72,600 66,900 


7,261,831 7,133,230 557,663 514,051 

33. OPERATING SEGMENTS 

For management purposes, the Group is organised into business units based on their products and services provided. 

The Group is organised into 3 main business segments as follows : 

(i) Investment holding. 

(ii) Trading of pet food, medicine and other related products. 

(iii) Poultry farming. 

The Management assesses the performance of the operating segments based on operating profit or loss which is 

measured differently from those disclosed in the consolidated financial statements. 

Group financing (including finance costs) and income taxes are managed on a group basis and are not allocated to 

operating segments. 

Assets, liabilities and expenses which are common and cannot be meaningfully allocated to the operating segments 

are presented under unallocated items. Unallocated items comprise mainly investments and related income, loans and 

borrowings and related expenses, corporate assets (primarily the Company’s headquarters) and head office expenses. 

Inter-segment sales comprise sale of layers, eggs, animal feeds and egg trays under poultry farming based on agreed 

terms between the companies in the Group. 


83




33. OPERATING SEGMENTS (cont’d) 

Business Segments 

Trading of 

pet food, 

medicine and 

Investment other related Poultry 

holding products farming Others Eliminations Consolidated 

RM RM RM RM RM RM 

Group - 31 March 2012 

Revenue 

- External sales - 69,035,794 198,252,195 - - 267,287,989 

- Inter-segment sales 8,682,500 8,727,840 305,395,168 - (322,805,508) - 

Total revenue 8,682,500 77,763,634 503,647,363 - (322,805,508) 267,287,989 

Segment results 6,539,858 27,909,962 5,514,435 58,069 (12,295,256) 27,727,068 

Unallocated corporate 

expenses (51,846) 

Investment revenue 142,450 

Finance costs (3,296,452) 

Profit before tax 24,521,220 

Tax expense (7,384,084) 

Profit after tax 17,137,136 

Segment assets 74,234,422 256,893,396 31,383,206 - (158,610,774) 203,900,250 

Unallocated corporate assets 5,334,151 

Income producing assets 1,363,236 

Tax recoverable 2,418,938 

Consolidated total assets 213,016,575 

Segment liabilities 10,972,782 84,979,321 16,028,807 - (84,897,674) 27,083,236 


liabilities 5,347,194 

Borrowings 66,270,116 

Tax payable 139,000 

Consolidated total liabilities 98,839,546 

Other information 

Capital expenditure 157,421 28,637,434 1,190,748 1,726,297 (2,561,260) 29,150,040 

Depreciation 80,801 8,494,378 475,879 - - 9,051,058 

Non-cash items (other than 

depreciation) - (873,916) 105,685 9,375 982,626 223,770 


84





Business Segments (cont’d) 

Trading of 

pet food, 

medicine and 

Investment other related Poultry 

holding products farming Others Eliminations Consolidated 

RM RM RM RM RM RM 

Group - 31 March 2011 

Revenue 

- External sales - 28,590,588 178,899,804 - - 207,490,392 

- Inter-segment sales 6,460,000 7,881,540 210,179,123 - (224,520,663) - 

Total revenue 6,460,000 36,472,128 389,078,927 - (224,520,663) 207,490,392 

Segment results 4,925,960 5,030,667 29,691,974 - (10,671,198) 28,977,403 


expenses (20,390) 

Investment revenue 84,654 

Finance costs (2,315,058) 

Profit before tax 26,726,609 

Tax expense (4,620,960) 

Profit after tax 22,105,649 

Segment assets 68,991,056 23,135,316 222,662,514 - (138,776,685) 176,012,201 

Unallocated corporate assets 3,324,284 

Income producing assets 2,109,865 

Tax recoverable 1,992,265 

Consolidated total assets 183,438,615 

Segment liabilities 9,350,933 9,474,324 75,908,166 - (70,541,555) 24,191,868 


liabilities 3,343,552 

Borrowings 56,016,240 

Tax payable 329,036 

Consolidated total liabilities 83,880,696 

Other information 

Capital expenditure 184,830 861,253 15,972,342 3,127,659 (800,000) 19,346,084 

Depreciation - 269,274 7,135,372 - 9,068 7,413,714 

Non-cash items (other than 

depreciation) - 262,912 (154,501) - 4,135,591 4,244,002 


85





Geographical Information 

Revenue 

Non-Current Assets 

2012 2011 2012 2011 

RM RM RM RM 

Malaysia 206,143,770 148,340,403 124,732,842 103,881,111 

Singapore 60,731,857 57,898,042 922,579 762,625 

Others 412,362 1,251,947 

- 

- 

267,287,989 207,490,392 125,655,421 104,643,736 

Major Customers 

There were no revenue from one single customer that contributed to more than 10% of the Group’s revenue. 

34. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 

On 10 January 2012, Success Century Sdn. Bhd., a wholly-owned subsidiary of the Company, entered into a 

Memorandum of Understanding (“MOU”) with directors of subsidiaries, Mr. Lim Meng Bin and Mr. Ng Eng Leng to 

acquire a piece of vacant freehold land held under Plot F of Lot 70, Mukim of Tj. Sembrong, District of Batu Pahat, 

Johor for a total cash consideration of RM 1,876,430. 

As of the report date, there is no material development on the MOU. 

35. SIGNIFICANT EVENTS OCCURRING AFTER THE REPORTING PERIOD 

(a) 

On 14 May 2012, Liberal Energy Sdn. Bhd., a wholly-owned subsidiary of the Company, entered into the following 

Sale and Purchase Agreements (“SPAs”) : 

(i) 

A SPA with a director of the Company, Mr. Na Yok Chee to acquire a freehold land held under EMR 2191 (now 

known as GM3365), Lot 3236, Mukim of Tanjong Sembrong, District of Batu Pahat, Johor for a total cash 

consideration of RM 172,550. 

(ii) 

A SPA with a director of subsidiaries, Mr. Nam Hiok Yong to acquire a freehold land held under EMR 2192 

(now known as GM3366), Lot 3239, Mukim of Tanjong Sembrong, District of Batu Pahat, Johor for a total 

cash consideration of RM 337,850. 

The above acquisitions were completed on 12 July 2012. 


(b) 

On 14 May 2012, the Company entered into a Share Sale Agreement with Mr. Ng Cheng Nam and directors of the 

Company and its subsidiaries, Mr. Na Hap Cheng, Mr. Nam Yok San, Mr. Na Yok Chee, Mr. Nam Hiok Yong, Mr. 

Lim Meng Bin, Mr. Ng Eng Leng and Mr. Loh Wee Cheng to acquire entire equity interests, comprising 95,000 

ordinary shares of RM 1.00 each in Pioneer Prosperity Sdn. Bhd. (“Pioneer”) for a total cash consideration of RM 

376,200. (“Proposed Acquisition”). 

The Proposed Acquisition was completed on 12 July 2012. Upon the completion of the Proposed Acquisition, 

Pioneer became a wholly-owned subsidiary of the Company. 

86




36. FINANCIAL INSTRUMENTS 

The Group’s activities are exposed to a variety of market risks (including foreign currency risk, interest rate risk and equity 

price risk), credit risk and liquidity risk. The Group’s overall financial risk management policy focuses on the 

unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. 

36.1 Financial Risk Management Policies 

The Group’s policies in respect of the major areas of treasury activity are as follows : 

(a) Market risk 

(i) 

Foreign currency risk 

The Group is exposed to foreign currency risk on transactions and balances that are denominated in 

currencies other than Ringgit Malaysia. The currencies giving rise to this risk are primarily Singapore 

Dollar and United States Dollar. Foreign currency risk is monitored closely on an ongoing basis to ensure 

that the net exposure is at an acceptable level. On occasion, the Group enters into forward foreign 

exchange contracts to hedge against its foreign currency risk. 

The Group’s exposure to foreign currency is as follows : 

Singapore United States Ringgit 

Dollar Dollar Others Malaysia Total 

RM RM RM RM RM 

Group - 2012 


Other investments - - - 6,040 6,040 

Trade and other receivables 3,407,333 506,976 - 21,485,710 25,400,019 

Deposits, bank and cash 

balances 5,952,895 2,267 23,761 15,147,628 21,126,551 

9,360,228 509,243 23,761 36,639,378 46,532,610 


Trade and other payables (697,571) (1,642,574) - (20,710,181) (23,050,326) 

Bank borrowings - - - (51,864,429) (51,864,429) 

Hire purchase payables (334,396) - - (14,071,291) (14,405,687) 

(1,031,967) (1,642,574) - (86,645,901) (89,320,442) 

Net financial assets/(liabilities) 8,328,261 (1,133,331) 23,761 (50,006,523) (42,787,832) 

Less : Net financial (assets)/ 

liabilities denominated in 

the respective entities 

functional currencies (7,220,720) - - 50,006,523 42,785,803 

Currency exposure 1,107,541 (1,133,331) 23,761 - (2,029) 


87




36. FINANCIAL INSTRUMENTS (cont’d) 

36.1 Financial Risk Management Policies (cont’d) 

(a) Market risk (cont’d) 

(i) Foreign currency risk (cont’d) 

Singapore United States Ringgit 

Dollar Dollar Others Malaysia Total 

RM RM RM RM RM 

Group - 2011 


Other investments - - - 5,080 5,080 

Trade and other receivables 6,705,823 424 - 12,674,759 19,381,006 

Deposits, bank and cash 

balances 4,885,441 2,510 19,105 17,984,086 22,891,142 

11,591,264 2,934 19,105 30,663,925 42,277,228 


Trade and other payables (1,943,835) (2,644,913) (17,500) (14,198,716) (18,804,964) 

Bank borrowings - - - (47,676,485) (47,676,485) 

Hire purchase payables (253,749) - - (8,086,006) (8,339,755) 

(2,197,584) (2,644,913) (17,500) (69,961,207) (74,821,204) 

Net financial assets/(liabilities) 9,393,680 (2,641,979) 1,605 (39,297,282) (32,543,976) 

Less : Net financial (assets)/ 

liabilities denominated 

in the respective entities 

functional currencies (1,280,213) - - 39,297,282 38,017,069 

Forward foreign 

exchange contracts 

(contracted notional 

principal) - 309,326 - - 309,326 

Currency exposure 8,113,467 (2,332,653) 1,605 - 5,782,419 

Foreign currency risk sensitivity analysis 

The following table details the sensitivity analysis to a reasonably possible change in the foreign 

currencies at the end of the reporting period, with all other variables held constant : 

Group 

2012 2011 

Increase/ Increase/ 

(Decrease) (Decrease) 

RM 

RM 


88 

Effects on profit after tax 

Singapore Dollar 

- strengthened by 5% 41,533 304,255 

- weakened by 5% (41,533) (304,255) 

United States Dollar 

- strengthened by 5% (42,500) (87,474) 

- weakened by 5% 42,500 87,474






(a) Market risk (cont’d) 

(ii) 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 rates. The Group’s exposure to interest rate risk arises mainly from 

interest-bearing financial assets and liabilities. The Group’s policy is 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. 

Information relating to the Group’s exposure to the interest rate risk of the financial liabilities is disclosed 

in Note 36.1(c). 

Interest rate risk sensitivity analysis 

A 50 basis points increase/decrease in the interest rate at the end of the reporting period would have 

immaterial impact on the profit or loss. This assumes that all other variables remain constant. 

(iii) 

Equity price risk 

The Group’s principal exposure to equity price risk arises mainly from changes in quoted investment 

prices. The Group manages its exposure to equity price risk by maintaining a portfolio of equities with 

different risk profiles. 

Equity price risk sensitivity analysis 

A 50 basis points increase/decrease in the equity price risk at the end of the reporting period would have 

immaterial impact on the profit or loss. This assumes that all other variables remain constant. 

(b) Credit risk 

The Group’s exposure to credit risk, or the risk of counterparties defaulting, arises mainly from trade and 

other 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, deposits, bank and cash 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 and other 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 have been incurred but not yet identified. Impairment is 

estimated by management based on prior experience and the current economic environment. 

The Company’s exposure to credit risk arises from unsecured financial guarantee provided to licensed 

institutions for credit facilities granted to its subsidiaries. The Company monitors on an ongoing basis the 

results of the subsidiaries and repayments made by the subsidiaries. 

Credit risk concentration profile 

At the end of the reporting period, there were no significant concentrations of credit risk other than the trade 

amounts due from related companies and related parties of RM 5,231,475 (2011 : RM 2,852,544). 


89






(b) Credit risk (cont’d) 

Exposure to credit risk 

At the end of the reporting period, the Group’s maximum exposure to credit risk is represented by : 

(i) 

The carrying amount of each class of financial assets recognised in the statements of financial position. 

(ii) 

A nominal amount of RM 63,100,000 (2011 : RM 44,800,000) relating to financial guarantee provided by 

the Company to licensed institutions for credit facilities granted to its subsidiaries. 

The exposure of credit risk for Group’s trade receivables by geographical region is as follows : 

Group 

2012 2011 

RM 

RM 

Malaysia 20,218,284 12,449,259 

Singapore 3,383,722 6,705,823 

Others 506,976 424 

24,108,982 19,155,506 

Ageing analysis 

The ageing analysis of the Group’s trade receivables at the end of the reporting period is as follows : 

Gross Individual Carrying 

amount impairment amount 

RM RM RM 

Group - 2012 

Not past due 22,200,870 - 22,200,870 

Past due : 

- less than 3 months 1,787,317 (21,737) 1,765,580 

- 3 to 6 months 133,332 (19,906) 113,426 

- over 6 months 635,636 (606,530) 29,106 

24,757,155 (648,173) 24,108,982 


Group - 2011 

Not past due 17,032,336 - 17,032,336 

Past due : 

- less than 3 months 1,531,426 (963) 1,530,463 

- 3 to 6 months 500,865 (34,658) 466,207 

- over 6 months 771,774 (645,274) 126,500 

19,836,401 (680,895) 19,155,506 

At the end of the reporting period, trade receivables that are individually impaired were those in significant 

financial difficulties and have defaulted on payments. These receivables are not secured by any collateral or 

credit enhancement. 

90






(b) Credit risk (cont’d) 

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. 

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 use ageing analysis to monitor the credit quality of the 

trade receivables. Any receivables having significant balances past due or more than 150 days, which are 

deemed to have higher credit risks, are monitored individually. 

(c) Liquidity risk 

Liquidity risk arises mainly from general funding and business activities. The Group practises prudent risk 

management by maintaining sufficient cash balances and the availability of funding through certain 

committed credit facilities. 

The following table sets out the maturity profile of the financial liabilities at the end of the reporting period 

based on contractual undiscounted cash flows (including interest payments computed using contractual rates 

or, if floating, based on the rates at the end of the reporting period) : 

Average 

Contractual 

effective Carrying undiscounted 

interest rate amount cash flows Within 1 year 1-5 years Over 5 years 

% RM RM RM RM RM 

Group - 2012 

Trade and other 

payables - 23,050,326 23,050,326 23,050,326 - - 

Bank borrowings 

- Bank overdrafts 8.3 546,934 546,934 546,934 - - 

- Bankers' 

acceptances 4.4 47,024,000 47,024,000 47,024,000 - - 

- Term loans 6.7 4,293,495 4,539,321 947,219 3,108,445 483,657 

Hire purchase 

payables 3.8 to 7.5 14,405,687 15,645,510 7,951,766 7,693,744 - 

89,320,442 90,806,091 79,520,245 10,802,189 483,657 

Group - 2011 

Trade and other 

payables - 18,804,964 18,804,964 18,804,964 - - 

Bank borrowings 

- Bank overdrafts 7.7 1,268,683 1,268,683 1,268,683 - - 

- Bankers' 

acceptances 4.3 41,361,000 41,361,000 41,361,000 - - 

- Term loans 5.7 5,046,802 5,308,220 1,359,818 3,444,402 504,000 

Hire purchase 

payables 3.2 to 7.5 8,339,755 9,241,298 4,921,715 4,319,583 - 

74,821,204 75,984,165 67,716,180 7,763,985 504,000 


91






(c) Liquidity risk (cont’d) 

Contractual 

Carrying undiscounted 

amount cash flows Within 1 year 

RM RM RM 

Company - 2012 

Trade and other payables 10,972,782 10,972,782 10,972,782 

Company - 2011 

Trade and other payables 9,350,933 9,350,933 9,350,933 

36.2 Capital Risk Management 

The Group manages its capital to ensure that entities within the Group will be able to maintain an optimal capital 

structure so as to support their businesses and maximise shareholders’ value. 

The Group manages its capital based on gearing ratio. The Group’s strategies are unchanged from the previous 

financial year. The gearing ratio is calculated as total borrowings divided by total equity. 

The gearing ratio of the Group as at the end of the reporting period was as follows : 

Group 

2012 2011 

RM 

RM 

Hire purchase payables 14,405,687 8,339,755 

Bank borrowings 51,864,429 47,676,485 

Total borrowings 66,270,116 56,016,240 

Total equity 114,177,029 99,557,919 

Gearing ratio 0.58 0.56 

Under the requirement of Bursa Malaysia Practice Note No. 17/2005, the Company is required to maintain a 

consolidated shareholders’ equity (total equity attributable to owners of the Company) equal to or not less than 

the 25% of the issued and paid-up share capital (excluding treasury shares) and such shareholder’s equity is not 

less than RM 40 million. The Company has complied with this requirement. 

36.3 Classification Of Financial Instruments 

Group 

Company 

2012 2011 2012 2011 

RM RM RM RM 


92 


Available-for-sale financial assets 

Other investment, at fair value 6,040 5,080 - - 

Loans and receivables financial assets 

Trade and other receivables 25,400,019 19,381,006 4,827,451 1,011,767 

Deposits, bank and cash balances 21,126,551 22,891,142 366,264 925,813 

46,526,570 42,272,148 5,193,715 1,937,580





36.3 Classification Of Financial Instruments (cont’d) 

Group 

Company 

2012 2011 2012 2011 

RM RM RM RM 


Fair value through profit or loss 

Derivative liabilities - 948 - - 

Other financial liabilities 

Trade and other payables 23,050,326 18,804,964 10,972,782 9,350,933 

Bank borrowings 51,864,429 47,676,485 - - 

Hire purchase payables 14,405,687 8,339,755 - - 

89,320,442 74,821,204 10,972,782 9,350,933 

36.4 Fair Values of Financial Instruments 

The carrying amounts of the financial assets and financial liabilities reported in the financial statements 

approximated their fair values based on the methods summarised as follows : 

(i) 

The carrying amounts of cash and cash equivalents, receivables, payables and short-term bank borrowings 

approximately their fair values due to the relatively short-term maturity of the financial instruments. 

(ii) 

The fair value of quoted investments is estimated based on their quoted market prices as at the end of the 

reporting period. 

(iii) The carrying amounts of hire purchase payables are reasonably approximate their fair values due to 

insignificant impact of discounting. 

(iv) The carrying amounts of the term loans approximated their fair values as these instruments bear interest at 

variable rates. 

(v) The fair value of forward foreign exchange contracts is estimated by discounting the difference between the 

contractual forward price and the current forward price for the residual maturity of the contract using a 

risk-free interest rate. 

36.5 Fair Value Hierarchy 

The fair values of the financial assets and liabilities are analysed into level 1 to 3 as follows : 

Level 1 : 

Fair value measurements derive from quoted prices (unadjusted) in active markets for identical assets 

or liabilities. 

Level 2 : 

Level 3 : 

Fair value measurements derive from inputs other than quoted prices included within level 1 that are 

observable for the asset or liability, either directly or indirectly. 

Fair value measurements derive from valuation techniques that include inputs for the asset or liability 

that are not based on observable market data (unobservable inputs). 


The Group has carried its other investments of RM 6,040 at their fair values. These financial asset belong to level 

1 of the fair value hierarchy. 

93




37. SUPPLEMENTARY INFORMATION – DISCLOSURE OF REALISED AND UNREALISED 

PROFITS/LOSSES 

The breakdown of the retained profits of the Group and of the Company at the end of the reporting period into realised 

and unrealised profits are presented in accordance with the directive issued by Bursa Malaysia Securities Berhad and 

prepared 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, as follows : 

Group 

Company 

2012 2011 2012 2011 

RM RM RM RM 

Total retained profits : 

- realised 118,781,052 98,310,212 15,794,429 12,296,605 

- unrealised (9,323,090) (8,895,692) - - 

109,457,962 89,414,520 15,794,429 12,296,605 

Less : Consolidation adjustments (21,390,056) (15,808,774) - - 

At 31 March 88,067,906 73,605,746 15,794,429 12,296,605 


94

Top 10 Properties Owned 

By Teo Seng Capital Berhad And Its Subsidiaries 

(Pursuant to Appendix 9C Part A(25) of Main Market Listing Requirements) 


LIST OF PROPERTY 

NO 

LOCATION DESCRIPTION TENURE LAND 

AREA 

AGE OF 

BUILDING 

(YEARS) 

NET 

BOOK 

VALUE 

(RM'000) 

DATE OF 

ACQUISITION/ 

REVALUATION 

1. 

Lot 83, 89, 90 PTD 2513-2517 

Jalan Kg Kangkar Baru 

Daerah Batu Pahat, Johor 

Layer Farm 9 

Freehold 

48.05A 

6 

5,566 

*May-08 

2. 

GM 455 Lot 4163 

GM 456 Lot 4164 

GM 1242 Lot 834 

HS(D) 20359 Lot PTD 3547 

All in Mukim Cha’ah Bahru 


Layer Farm 1 

Layer Farm 1B 

Freehold 

Freehold 

15.78A 

13A 

3 

3 

5,551 

*Oct-07 

*Oct-07 

*Oct-07 

Oct-09 

3. 

HS(M) 9808 PTD 25741 

Mukim Tanjong Sembrong, 

Tempat Yong Peng – A.Hitam Road 


Feedmill Plant 

Freehold 

4.20A 

11 

5,162 

*Mar-09 

4. 

HS(M) 9807 PTD 25740 

Mukim Tanjong Sembrong, 

Tempat Yong Peng – A.Hitam Road 


Central Packing 

Station 2 and 

Corporate Office 

Building 

Freehold 

4.19A 

5 

4 

4,868 

*Mar-09 

Sep-94 

5. 

Lot 7087, 7088, 7090 

GM418 Lot156 

Mukim Tanjong Sembrong 

Batu 5, Jalan Air Hitam 

Daerah Batu Pahat Johor 

Layer Farm 8 

Freehold 

Freehold 

16.40A 

7.249A 

7 

2 

4,769 

*May-08 

Sep-09 

6. 

GM 503 Lot 3660 

GRN 81499 Lot 3667 

HS (M) 12 MLO 201 

GM 873 Lot 3830 

All in Mukim Chaah Bahru 


Layer Farm 5 

Layer Farm 5B 

Freehold 

Freehold 

20.97A 

5.687A 

3.450A 

16 

2 

2 

3,964 

*Jun-95 

*Jun-95 

Apr-10 

Apr-10 

7. 

HS(M) 9806 PTD 25739 


Tempat Batu 65 1/2 

Jalan Ayer Hitam 

Daerah Batu Pahat, Johor. 

Paper Egg Tray 

Plant 

Freehold 

4.73A 

17 

3,736 

*Mar-09 

8. 

GM 3759 Lot 194 


Batu 3, Jalan Muar 


Layer Farm 10 

Freehold 

11.26A 

3 

2,884 

Apr-08 

9. 

Lot 21 & 23 

Jalan TPP 5/13, Seksyen 5 

Taman Perindustrian Puchong 

Selangor Darul Ehsan 

Office cum 

Factory building 

Leasehold 

(Expiring 

on 28-10- 

2101) 

1,560 

Sq. meter 

10 

2,623 

Jan-09 

10. 

GM1083 Lot 62 

GRN 29893 Lot 3530 

GRN 29894 Lot 3531 

GRN 29895 Lot 3532 

All in Mukim Cha'ah Bahru 


Layer Farm 7 

Freehold 

22.84A 

15 

2,425 

Nov-94 

Nov-94 

May-95 

May-95 


*Date of Revaluation. 

95


Shareholdings Statistic 

As At 18July 2012 

Authorised Capital : RM50,000,000.00 divided into 250,000,000 

ordinary shares of RM0.20 each 

Issued and Paid-up Capital : RM40,000,000.00 divided into 200,000,000 

ordinary shares of RM0.20 each 

Class of Shares : Ordinary shares of RM0.20 each 

Voting Shares : One vote per ordinary share 

ANALYSIS BY SIZE SHAREHOLDINGS 

Size of No of No of 

Shareholdings Shareholders % Shares % 

Less than 100 3 0.34 161 0.00 

100 to 1,000 537 60.95 70,692 0.04 

1,001 to 10,000 166 18.84 967,767 0.48 

10,001 to 100,000 114 12.94 5,017,426 2.51 

100,001 to 9,999,999 58 6.58 40,847,053 20.42 

10,000,000 and above 3 0.34 153,096,901 76.55 

Total 881 100.00 200,000,000 100.00 

THIRTY LARGEST SHAREHOLDERS 

Name No of Shares % 


96 

1 Advantage Valuations Sdn. Bhd. 102,246,001 51.12 

2 Koperasi Permodalan Felda Malaysia Berhad 40,000,000 20.00 

3 RHB Nominees (Tempatan) Sdn Bhd 10,850,900 5.43 

Pledged Securities Account for Emerging Glory Sdn. Bhd. (EGSB-FAD) 

4 Lau Joo Kiang 3,941,766 1.97 

5 EB Nominees (Tempatan) Sendirian Berhad 2,500,000 1.25 

Pledged Securities Account for Amnah Binti Ibrahim (SFC) 

6 Kendo Trading Pte Ltd 2,000,000 1.00 

7 Lee Say Group Pte Ltd 2,000,000 1.00 

8 Chee Kim Hoon 1,800,000 0.90 

9 Lau Joo Kiang 1,500,000 0.75 

10 JF Apex Nominees (Tempatan) Sdn Bhd 1,474,300 0.74 

Pledged Securities Account for Teo Kwee Hock (Margin) 

11 Low Eng Guan 1,446,600 0.72 

12 Lau Joo Yong 1,335,500 0.67 

13 Leong Hup Holdings Berhad 1,284,837 0.64 

14 Tan Hang Phoo 1,082,700 0.54 

15 F.E Venture Sdn Bhd 1,000,000 0.50 

16 Tong Seh Industries Supply Sdn. Berhad 1,000,000 0.50 

17 Teo Sek Ching 971,450 0.49 

18 Khoo Liong Hoo 950,000 0.48 

19 Affin Nominees (Tempatan) Sdn. Bhd. 915,000 0.46 

Pledged Securities Account for Goh Kim Kooi 

20 Lau Joo Kiang 800,000 0.40 

21 Tai Fook Hee 800,000 0.40 

22 Alliancegroup Nominees (Tempatan) Sdn. Bhd. 787,100 0.39 

Pledged Securities Account for Low Wee Kiat (8042510) 

23 Low Chiew Boey 605,000 0.30 

24 Citigroup Nominees (Tempatan) Sdn. Bhd. 590,100 0.30 

Pledged Securities Account for Ye Yu @ Ye Kim Onn (471503) 

25 Tan Chiou Huey 570,000 0.29 

26 Chen Wei Kuen 500,000 0.25


Shareholdings Statistic 

As At 18July 2012 

THIRTY LARGEST SHAREHOLDERS (cont’d) 

Name No of Shares % 

27 JF Apex Nominees (Tempatan) Sdn. Bhd. 500,000 0.25 

Pledged Securities Account for Teo Siew Lai (Margin) 

28 Ong Eu Loon Irene 500,000 0.25 

29 TA Nominees (Tempatan) Sdn. Bhd. 500,000 0.25 

Pledged Securities Account for Bong Yam Keng 

30 Lau Joo Kien Brian 457,500 0.23 

Total 184,908,754 92.45 

SUBSTANTIAL SHAREHOLDERS 

As per Register of Substantial Shareholders 

No of Shares Held 

Shareholders Direct % Indirect % 

Advantage Valuations Sdn. Bhd. 102,246,001 51.12 - - 

Leong Hup Holdings Berhad 1,284,837 0.64 107,246,001 1 53.62 

Unigold Capital Sdn. Bhd. - - 102,246,001 1 51.12 

Emerging Glory Sdn Bhd 10,850,900 5.43 108,730,838 2 54.36 

Dato’ Lau Bong Wong - - 119,581,738 3 59.79 

Lau Chia Nguang - - 119,581,738 3 59.79 

Dato’ Lau Eng Guang - - 119,581,738 3 59.79 

Tan Sri Lau Tuang Nguang - - 119,794,538 3&6 59.90 

CW Lau & Sons Sdn Bhd - - 119,581,738 3 59.79 

Lau Joo Hong 119,581,738 4 59.79 

Lau Jui Peng 119,581,738 4 59.79 

Lau Joo Heng 119,581,738 4 59.79 

Na Hap Cheng 60,526 0.03 102,259,001 5&6 51.13 

Nam Yok San - - 102,254,001 5&6 51.13 

Na Yok Chee 1,450 Negligible 102,246,001 5 51.12 

Koperasi Permodalan Felda Berhad 40,000,000 20.00 - - 

DIRECTORS' INTEREST 

As per Register of Directors' Shareholdings 

No of Shares Held 

Directors Direct % Indirect % 

Lau Jui Peng - - 119,581,738 4 59.79 

Nam Yok San - - 102,254,001 5&6 51.13 

Na Hok Chee 1,450 Negligible 102,246,001 5 51.12 

Tan Sri Lau Tuang Nguang - - 119,794,538 3&6 59.90 

Dato’ Zainal Bin Hassan - - - - 

Dato’ Koh Low @ Koh Kim Toon - - - - 

Lau Joo Han - - - - 

Loh Wee Ching - - - - 

Choong Keen Shian - - - - 

Frederick Ng Yong Chiang - - - - 

Notes: 

1. Deemed interested by virtue of its/his interest in Advantage Valuations Sdn. Bhd. and/or subsidiaries pursuant to Section 6A(4) of 

the Companies Act, 1965 (“ the Act.”). 

2. Deemed interested by virtue of its interest in Leong Hup Holdings Berhad pursuant to Section 6A(4) of the Act. 

3. Deemed interested by virtue of their interest in Emerging Glory Sdn. Bhd. pursuant to Section 6A(4) of the Act. 

4. Deemed interested by virtue of their interest in CW Lau & Sons Sdn. Bhd. pursuant to Section 6A(4) of the Act. 

5. Deemed interested by virtue of their interest in Unigold Capital Sdn. Bhd. pursuant to Section 6A(4) of the Act. 

6. Deemed interested by virtue of his indirect equity interest in Teo Seng Capital Berhad via his spouse and/or children. 


97


Notice Of Sixth 


NOTICE IS HEREBY GIVEN that the Sixth Annual General Meeting of the Company will be held at Jasmine A 

& B Conference Room, Fourth Floor, Riverview Hotel, 29 Jalan Bentayan, 84000 Muar, Johor on Thursday, 20 

September 2012 at 12.00 noon to transact the following businesses: 

AGENDA 

AS ORDINARY BUSINESS 

1. 

To receive the Audited Financial Statements of the Company and of the Group 

and the Reports of the Directors and the Auditors thereon for the financial year 

ended 31 March 2012; 

(Please refer Explanatory Note 1) 

2. 

To approve the payment of final dividend of 8.75%, in respect of the financial 

year ended 31 March 2012 under the single-tier systems; 

[Resolution 1] 

3. 

To approve Directors' fees for the financial year ended 31 March 2012; 


4. 

To re-elect the following Directors who retire pursuant to Article 103 of the 

Company’s Articles of Association:- 

4.1 Mr Lau Jui Peng 

4.2 Mr Nam Yok San 

4.3 Mr Na Yok Chee 




5. 

To re-appoint Messrs. Crowe Horwath as auditors of the Company for the 

ensuing year and to authorise the Directors to fix their remuneration. 


AS SPECIAL BUSINESS 

To consider and if thought fit, to pass the following resolutions as Ordinary 

Resolutions:- 

6. 

PROPOSED ISSUANCE OF NEW ORDINARY SHARES OF RM0.20 EACH 

PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965 




"THAT subject always to the Companies Act, 1965, the Articles of Association of 

the Company and the approvals of the relevant regulatory authorities, the 

Directors be and are hereby empowered pursuant to Section 132D of the 

Companies Act, 1965, to issue new ordinary shares of RM0.20 each in the 

Company from time to time and upon such terms and conditions to such persons 

and for such purposes as the Directors may deem fit PROVIDED THAT the 

aggregate number of new ordinary shares to be issued pursuant to this resolution 

does not exceed ten per centum (10%) of the total issued share capital of the 

Company and that such authority shall unless revoked or varied by an ordinary 

resolution by the shareholders of the Company in general meeting commence 

upon the passing of this resolution until the conclusion of the next annual general 

meeting of the Company AND THAT the Directors are further authorised to do all 

such things and upon such terms and conditions as the Directors may deem fit 

and expedient in the best interest of the Company to give effect to the issuance of 

new ordinary shares under this resolution including making such applications to 

Bursa Malaysia Securities Berhad for the listing of and quotation for the new 

ordinary shares to be issued pursuant to this resolution." 

98




7. 

PROPOSED SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY 

TRANSACTIONS OF A REVENUE OR TRADING NATURE 



"THAT, subject to the provisions of the Listing Requirements of Bursa Malaysia 

Securities Berhad, the Company and/or its subsidiary companies (“the Group”) be 

and are hereby authorised to enter into and give effect to the recurrent related 

party transactions of a revenue or trading nature with the related party as set out in 

Part B Section 2 of the Circular to Shareholders dated 29 August 2012 (“the 

Related Party”) provided that such transactions and/or arrangements are:- 

(a) 

(b) 

(c) 

necessary for the day-to-day operations; 

undertaken in the ordinary course of business and at arm’s length basis and 

on normal commercial terms which are not more favourable to the Related 

Party than those generally available to the public; and 

are not prejudicial to the minority shareholders of the Company 

(“the Shareholders’ Mandate”) 

AND THAT such approval, shall continue to be in force until:- 

(a) 

(b) 

(c) 

the conclusion of the next Annual General Meeting ("AGM") of the Company 

following this AGM at which the Shareholders’ Mandate is passed, at which 

time it will lapse, unless by a resolution passed at such AGM whereby the 

authority is renewed; or 

the expiration of the period within the next AGM of the Company after that 

date is required to be held pursuant to Section 143(1) of the Companies Act, 

1965 ("Act") (but shall not extend to such extension as may be allowed 

pursuant to Section 143(2) of the Act); or 

revoked or varied by a resolution passed by the shareholders of the Company 

in a general meeting; 

whichever is earlier; 

AND THAT the Directors of the Company be and are hereby authorised to 

complete and do all such acts and things (including executing all such documents 

as may be required) as they may consider expedient or necessary to give effect to 

the Shareholders’ Mandate.” 

8. 

PROPOSED RENEWAL OF AUTHORISATION TO ENABLE TEO SENG CAPITAL 

BERHAD TO PURCHASE UP TO 10% OF THE ISSUED AND PAID-UP 

ORDINARY SHARE CAPITAL OF THE COMPANY 



“THAT, subject always to the compliance with all applicable laws, guidelines, rules 

and regulations and the approval of all relevant authorities, the Company be and is 

hereby authorised to purchase such amount of ordinary shares of RM0.20 each in the 

Company as may be determined by the Directors of the Company from time to time 

through Bursa Malaysia Securities Berhad upon such terms and conditions as the 

Directors may deem fit and expedient in the interest of the Company provided that:- 

(i) 

(ii) 

(iii) 

the aggregate number of shares purchased does not exceed ten per centum 

(10%) of the total issued and paid-up share capital of the Company as quoted on 

Bursa Malaysia Securities Berhad as at the point of purchase; 

the maximum fund to be allocated by the Company for the purpose of 

purchasing the shares shall be backed by an equivalent amount of retained 

profits and share premium; and 

the Directors of the Company may decide either to retain the shares purchased 

as treasury shares or cancel the shares or retain part of the shares so purchased 

as treasury shares and cancel the remainder or to resell the shares or distribute 

the shares as dividends. 


99




THAT the authority conferred by this resolution will commence after the passing of 

this ordinary resolution and will continue to be in force until:- 

(i) 

(ii) 

(iii) 

the conclusion of the next Annual General Meeting (“AGM”) at which time it 

shall lapse unless by ordinary resolution passed at the meeting, the authority 

is renewed, either unconditionally or subject to conditions; or 

the expiration of the period within which the next AGM after that date is 

required by law to be held; or 

revoked or varied by ordinary resolution passed by the shareholders of the 

Company in a general meeting; 

whichever occurs first. 

AND THAT authority be and is hereby given unconditionally and generally to the 

Directors of the Company to take all such steps as are necessary or expedient 

(including without limitation, the opening and maintaining of central depository 

account(s) under the Securities Industry (Central Depositories) Act 1991 of 

Malaysia, and the entering into all other agreements, arrangements and guarantee 

with any party or parties) to implement, finalise and give full effect to the aforesaid 

purchase with full powers to assent to any conditions, modifications, revaluations, 

variations and/or amendments (if any) as may be imposed by the relevant 

authorities and with the fullest power to do all such acts and things thereafter 

(including without limitation, the cancellation or retention as treasury shares of all 

or any part of the purchased shares or to resell the shares or distribute the shares 

as dividends) in accordance with the requirements and/or guidelines of Main 

Market Listing Requirements of Bursa Malaysia Securities Berhad and all other 

relevant governmental and/or regulatory authorities." 

9. 

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE 

COMPANY 

[Special Resolution 1] 


“THAT the proposed amendments to the Articles of Association of the Company as 

contained in Appendix I annexed to the Annual Report be and are hereby approved.” 

10. 

To transact any other business that may be transacted at an annual general 

meeting of which due notice shall have been given in accordance with the 

Company's Articles of Association and the Companies Act, 1965. 

NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT 

NOTICE IS ALSO HEREBY GIVEN THAT the final dividend of 8.75%, in respect of the 

financial year ended 31 March 2012 under the single-tier systems, if approved by the 

shareholders at the Sixth Annual General Meeting, will be paid on 19 November 2012. 

The entitlement date for the dividend payment is on 5 November 2012. 

A depositor shall qualify for entitlement to the dividend only in respect of:- 

(a) 

(b) 

Shares transferred into the Depositor’s Securities Account before 4.00 p.m. on 5 

November 2012 in respect of transfers; and 

Shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis 

according to the Rules of Bursa Malaysia Securities Berhad. 


100 

By order of the Board, 

LIM MENG BIN (LS 005798) 

WONG WAI FOONG (MAICSA 7001358) 

Secretaries 

Yong Peng 

29 August 2012




Notes:- 

(i) 

(ii) 

(iii) 

(iv) 

(v) 

(vi) 

(vii) 

(viii) 

For the purpose of determining a member who shall be entitled to attend and vote at the Sixth Annual General Meeting, the Company shall 

be requesting the Record of Depositors as at 13 September 2012. Only a depositor whose name appears on the Record of Depositors as 

at 13 September 2012 shall be entitled to attend and vote at the said meeting as well as for appointment of proxy(ies) to attend and vote on 

his/her stead. 

A member entitled to attend and vote at this meeting is entitled to appoint a proxy/(proxies or attorney) or authorised representative to 

attend and vote in its stead. 

A proxy may but need not be a member of the Company and need not be an advocate, an approved company auditor or a person 

approved by the Registrar of Companies. The provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. 

Where a member appoints two (2) proxies, the appointment shall be invalid unless the member specifies the proportion of his shareholding 

to be represented by each proxy. 

Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one 

proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account. 

Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for the 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. Where the exempt authorised nominee appoints two (2) or more proxies, the 

proportion of shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies. 

The instrument appointing a proxy or the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of 

that power or authority shall be deposited at the registered office of the Company at 201-203, Jalan Abdullah, 84000 Muar, Johor, not less 

than forty-eight (48) hours before the time for holding the meeting i.e. before 12.00 noon, 18 September 2012 or adjourned meeting at 

which the person named in the instrument proposes to vote, or, in the case of a poll, not less than twenty-four (24) hours before the time 

appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid. 

If the appointer is a corporation, this form shall be executed under its common seal or under the hand of its officer or attorney duly authorised. 

If this Proxy Form is signed under the hands of an officer duly authorised, it should be accompanied by a statement reading “signed as 

authorised officer under Authorisation Document which is still in force, no notice of revocation having been received”. If this Proxy Form is 

signed under the attorney duly appointed under a power of attorney, it should be accompanied by a statement reading “signed under 

Power of Attorney which is still in force, no notice of revocation having been received”. A copy of the Authorisation Document or the Power 

of Attorney, which should be valid in accordance with the laws of the jurisdiction in which it was created and is exercised, should be 

enclosed in the Proxy Form. 

EXPLANATORY NOTES 

1. Item 1 of the Agenda 

This Agenda item is meant for discussion only as the provision of Section 169(1) of the Companies Act, 1965 does not 

require a formal approval of the shareholders for the Audited Financial Statements. Hence, this Agenda item is not put 

forward for voting. 

2. 

Item 6 of the Agenda 

The proposed resolution 7 is the renewal of the mandate obtained from the members at the last Annual General Meeting 

and if passed, will give the Directors authority to issue new ordinary shares up to an amount not exceeding 10% of the 

issued share capital of the Company for such purposes as the Directors would consider to be in the best interest of the 

Company. This would avoid any delay and cost involved in convening a general meeting to specifically approve such an 

issue of shares. This authority will commence from the date of this Annual General Meeting and, unless earlier revoked 

or varied by the shareholders of the Company at a subsequent general meeting, expire at the next annual general 

meeting. 

The previous mandate was not utilised and accordingly no proceeds were raised. 

The purpose of this general mandate is for possible fund raising exercises including but not limited to further placement 

of shares for purpose of funding current and/or future investment projects, working capital, repayment of borrowings 

and/or acquisitions. 

3. 

4. 

5. 


The proposed resolution 8, if passed, will allow the Group to continue to enter into recurrent related party transactions 

made on an arm’s length basis and on normal commercial terms and which are not prejudicial to the interests of the 

minority shareholders. Please refer to Part B of the Circular to Shareholders dated 29 August 2012 for further information. 


The proposed resolution 9, if passed, will allow the Company to purchase its own shares up to 10% of the total issued and 

paid-up capital of the Company by utilising the funds allocated which shall not exceed the earnings and/or share premium 

of the Company. Please refer to Part A of the Circular to Shareholders dated 29 August 2012 for further information. 


The proposed Special Resolution 1 is to comply with the recent amendments to the Listing Requirements of Bursa 

Malaysia Securities Berhad. 


101


APPENDIX I 

Proposed Amendments To The Articles Of 

Association Of The Company 

THAT the existing articles in the Articles of Association be amended by substituting with the proposed articles as set out 

below: 

Article 

No. 

EXISTING ARTICLES PROPOSED ARTICLES Rationale(s) 

2 

New provision 

“Share Issuance Scheme” means a 

scheme involving a new issuance of 

shares to the employees. 

Pursuant to 

Para. 1.01 of 

the Listing 

Requirements 

4 

Subject to the Act and to the conditions 

restrictions and limitations expressed in 

these Articles, the directors may allot, grant 

options over or otherwise dispose of the 

unissued share capital of the Company to 

such persons, at such time and on such 

terms as they think proper, PROVIDED 

ALWAYS THAT:- 

Subject to the Act and to the conditions 

restrictions and limitations expressed in 

these Articles, the directors may allot, grant 

options over or otherwise dispose of the 

unissued share capital of the Company to 

such persons, at such time and on such 

terms as they think proper, PROVIDED 

ALWAYS THAT:- 

Pursuant to 

Para. 7.03 of 

the Listing 

Requirements 

(a) 

no shares shall be issued at a discount 

except in compliance with the provision 

of the Act; 

(a) 

no shares shall be issued at a discount 

except in compliance with the provision 

of the Act; 

(b) 

no shares shall be issued which will shall 

have the effect of transferring a 

controlling interest in the Company 

without prior approval of the members in 

general meeting; 

(b) 

no shares shall be issued which will shall 

have the effect of transferring a 

controlling interest in the Company 

without prior approval of the members in 

general meeting; 

(c) 

in the case of shares other than ordinary 

shares, no special rights shall be 

attached until the same have been 

expressed in these Articles; 

(c) 

in the case of shares other than ordinary 

shares, no special rights shall be 

attached until the same have been 

expressed in these Articles; 

(d) 

every issuance of shares or options to 

employees and/or directors under the 

Employee Share Option Scheme, shall 

be approved by the members in general 

meeting and such approval shall 

specifically detail the amount of shares 

or options to be issued to such director; 

(d) 

every issuance of shares or options to 

employees and/or directors under the 

Share Issuance Scheme, shall be 

approved by the members in general 

meeting and such approval shall 

specifically detail the amount of shares 

or options to be issued to such director; 


(e) 

except in the case of an issue of 

securities on a pro rata basis to 

shareholders, the Company must ensure 

that it or any of its subsidiaries shall not 

issue shares or other convertible 

securities to the following persons 

unless shareholders in general meeting 

have approved of the specific allotment 

to be made to such persons:- 

(e) 



shareholders, the Company must ensure 

that it or any of its subsidiaries shall not 

issue shares or other convertible 

securities to the following persons 

unless shareholders in general meeting 

have approved of the specific allotment 

to be made to such persons:- 

102

APPENDIX I 




Article 

No. 


4 - 

- 

a director, major shareholder or Chief 

Executive Officer of the Company or 

its holding company; or 

a person connected with such a 

director, major shareholder or Chief 

Executive Officer; 

- 

- 

a director, major shareholder or Chief 

Executive Officer of the Company or 

its holding company; or 

a person connected with such a 

director, major shareholder or Chief 

Executive Officer; 

(f) 



shareholders and subject to Article 4(e), 

the Company must ensure that its 

subsidiary shall not issue shares or other 

convertible securities to a director, major 

shareholder or chief executive officer of 

its subsidiary or the holding company of 

the said subsidiary (other than the 

Company or a holding company of the 

Company) or a person connected with 

such director, major shareholder or chief 

executive officer unless the following are 

complied with:- 

(a) prior approval of the Board of the 

Company must be obtained for the 

specific allotment to such persons; 

(b) the Board of the Company must 

ensure that the allotment is fair and 

reasonable to the Company and in 

the best interests of the Company; 

and 

(c) an immediate announcement of the 

specific allotment to such persons 

must be made. 

(f) 



shareholders and subject to Article 4(e), 

the Company must ensure that its 

subsidiary shall not issue shares or other 

convertible securities to a director, major 

shareholder or chief executive officer of 

its subsidiary or the holding company of 

the said subsidiary (other than the 

Company or a holding company of the 

Company) or a person connected with 

such director, major shareholder or chief 

executive officer unless the following are 

complied with:- 

(a) prior approval of the Board of the 

Company must be obtained for the 

specific allotment to such persons; 

(b) the Board of the Company must 

ensure that the allotment is fair and 

reasonable to the Company and in 

the best interests of the Company; 

and 

(c) an immediate announcement of the 

specific allotment to such persons 

must be made. 


103


APPENDIX I 



Article 

No. 


68 

A meeting of the Company called for the 

passing of a special resolution and an annual 

general meeting shall be called by 

twenty-one (21) days’ notice in writing at the 

least. Any other meetings of the Company 

shall be called by fourteen (14) days’ notice 

in writing at the least specifying the place, 

day and hour of the meeting and, in the case 

of special business shall also specify the 

general nature of that business and shall be 

accompanied by a statement regarding the 

effect of any proposed resolution in respect 

of such special business. Notice of every 

such meeting shall be given by 

advertisement in at least one daily national 

newspaper and in writing to the Exchange on 

which the Company is listed. 

A meeting of the Company called for the 

passing of a special resolution and an annual 

general meeting shall be called by 

twenty-one (21) days’ notice in writing at the 

least. Any other meetings of the Company 

shall be called by fourteen (14) days’ notice 

in writing at the least specifying the place, 

day and hour of the meeting. The notices 

shall also include the date of the Record 

of Depositors, as at the latest date which 

is reasonably practical and in any event 

shall not be less than three (3) market 

days before the meeting for the purpose 

of determining whether a depositor shall 

be regarded as a Member entitled to 

attend, speak and vote at the meeting. In 

the case of special business, the notice 

shall also specify the general nature of that 

business and shall be accompanied by a 

statement regarding the effect of any 

proposed resolution in respect of such 

special business. Notice of every such 

meeting shall be given by advertisement in at 

least one daily national newspaper and in 

writing to the Exchange on which the 

Company is listed. 

To be 

consistent 

with Para 

9.19(6) of the 

Listing 

Requirements 

70 

Every notice calling a general meeting shall 

appear with reasonable prominence in every 

such notice a statement that a member 

entitled to attend and vote is entitled to 

appoint one or more proxy to attend and 

vote instead of him and that the proxy need 

not be a member of the Company. Where a 

member of the Company is an authorised 

nominee as defined under the Depositories 

Act, it may appoint at least one proxy in 

respect of each securities account it holds 

with ordinary shares of the Company 

standing to the credit of the said securities 

account. Where a member appoint two (2) or 

more proxies to attend the same meeting, 

the member shall specify the proportion of 

his shareholdings to be represented by each 

proxy. 

Every notice calling a general meeting shall 

appear with reasonable prominence in every 

such notice a statement that a member 

entitled to attend and vote is entitled to 

appoint not more than two (2) proxies to 

attend and vote instead of him. Where a 



Act, it may appoint at least one proxy but 

not more than two (2) proxies in respect of 

each securities account it holds with ordinary 

shares of the Company standing to the credit 

of the said securities account. 

To limit the 

appointment 

of proxies to 

not more than 

two (2) for 

each member. 


104

APPENDIX I 




Article 

No. 


70(A) 

New Provision 

Where a Member of the Company is an 

exempt authorised nominee which holds 

ordinary shares in the Company for 

multiple beneficial owners in one 

securities account (“omnibus account”), 

there is no limit to the number of proxies 

which the exempt authorised nominee 

may appoint in respect of each omnibus 

account it holds. 

Pursuant to 

Para. 7.21 of 

the Listing 

Requirements 

An exempt authorised nominee refers to 

an authorised nominee defined under the 

Securities Industry (Central Depositories) 

Act 1991 (“SICDA”) which is exempted 

from compliance with the provisions of 

subsection 25A(1) of SICDA. 

70(B) 

New Provision 

Where a Member or the authorised 

nominee appoints two (2) proxies, or 

where an exempt authorised nominee 

appoints two (2) or more proxies, the 

proportion of shareholdings to be 

represented by each proxy must be 

specified in the instrument appointing the 

proxies. 

To reflect 

S149(1)(d) of 

the 

Companies 

Act, 1965, 

which states 

that unless 

otherwise 

provided in 

the articles, 

where a 

member 

appoints two 

(2) proxies, 

the 

appointment 

shall be 

invalid unless 

he specifies 

the proportion 

of his 

holdings to 

be 

represented 

by each 

proxy. 


105


APPENDIX I 



Article 

No. 


96 The instrument appointing a proxy shall be in 

writing under the hand of the appointor or of 

his attorney duly authorised in writing or, if 

the appointor is a corporation, either under 

the corporation’s seal or under the hand of 

an officer or attorney duly authorised. The 

directors may, but shall not be bound to 

require evidence of the authority of any such 

attorney or officer. A proxy may but need 

not be a member of the Company and a 

member may appoint any person to be his 

proxy without limitation and the provisions of 

Section 149(1)(b) of the Act shall not apply to 

the Company. The instrument appointing a 

proxy shall be deemed to confer authority to 

demand or join in demanding a poll. Where a 







account. 

The instrument appointing a proxy shall be in 

writing under the hand of the appointor or of 

his attorney duly authorised in writing or, if 

the appointor is a corporation, either under 

the corporation’s seal or under the hand of 

an officer or attorney duly authorised. The 

directors may, but shall not be bound to 

require evidence of the authority of any such 

attorney or officer. A proxy may but need 

not be a member of the Company and a 

member may appoint any person to be his 

proxy without limitation and the provisions of 

Section 149(1)(b) of the Act shall not apply to 

the Company. There shall be no restriction 

as to the qualification of the proxy. A 

proxy appointed to attend and vote at a 

meeting of the Company shall have the 

same rights as the Member to speak at a 

meeting. The instrument appointing a proxy 

shall be deemed to confer authority to 

demand or join in demanding a poll. Where a 







account. 

Pursuant to 

the Para. 

7.21A of the 

Listing 

Requirements 

where it 

accords 

proxies the 

same rights 

as members 

to speak at 

the general 

meeting. 


106

Proxy Form 

CDS Account No. of Authorised Nominee# 

#applicable to shares held through nominee account 

I/We_______________________________________________________________________ NRIC No. ______________________________ 

of_______________________________________________________________________________________________________________ 

being a member(s) of TEO SENG CAPITAL BERHAD (Company No.:732762-T) hereby appoint __________________________________ 

___________________________________________________________________________ NRIC No. ______________________________ 

of_______________________________________________________________________________________________________________ 

or failing him/her, _____________________________________________________ NRIC No. ____________________________________ 

of ________________________________________________________________________________________________________________ 

or failing him/her, the Chairman of the meeting as my/our proxy to vote for me/us and on my/our behalf at the Sixth Annual General 

Meeting of the Company to be held at Jasmine A & B Conference Room, Fourth Floor, Riverview Hotel, 29 Jalan Bentayan, 84000 Muar, 

Johor on Thursday, 20 September 2012 at 12.00 noon and at any adjournment thereof. The proxy is to vote in the manner indicated 

below, with an “X” in the appropriate spaces. If no specific direction as to voting is given, the proxy will vote or abstain from voting at 

his/her discretion. 

Item Agenda 

1. To receive the Audited Financial Statements for the financial year ended 31 March 2012 and the 

Reports of Directors and Auditors thereon. 

2. 

3. 

4.1 

4.2 

4.3 

5. 

6. 

7. 

8. 

Ordinary Resolutions Resolution FOR AGAINST 

To approve the payment of final dividend of 8.75%, in respect of the financial year ended 31 March 

2012 under single-tier systems. 

1 

To approve Directors' fees for the financial year ended 31 March 2012. 

To re-elect Mr Lau Jui Peng who retires as a Director of the Company pursuant to Article 103 of the 

Company’s Articles of Association. 

2 

3 

To re-elect Mr Nam Yok San who retires as a Director of the Company pursuant to Article 103 of the 


4 

To re-elect Mr Na Yok Chee who retires as a Director of the Company pursuant to Article 103 of the 


5 

To re-appoint Messrs. Crowe Horwath as auditors of the Company for the ensuing year and to 

authorise the Directors to fix their remuneration. 

6 

Authority to Issue Shares. 

Proposed Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading 

Nature. 

7 

8 

Proposed Renewal of Authorisation to enable Teo Seng Capital Berhad to Purchase up to 10% of the 9 

Issued and Paid-up Ordinary Share Capital of the Company. 

Special Resolution Resolution FOR AGAINST 

9. Proposed Amendments to the Articles of Association of the Company. 

1 

Signed this ______________________ day of ______________________ 2012 

_______________________________ 

Signature of Member/Common Seal 

Number of shares held: 

Date: 

Seal 

For appointment of two proxies, percentage of 

shareholdings to be represented by the proxies : 

No of shares Percentage 

Proxy 1 % 

Proxy 2 % 

100 % 

NOTES:- 

(i) 

(ii) 

(iii) 

(iv) 

(v) 

(vi) 

(vii) 

A member entitled to attend and vote at this meeting is entitled to appoint a proxy/(proxies or attorney) or authorised representative to attend and vote in its stead. 

A proxy may but need not be a member of the Company and need not be an advocate, an approved company auditor or a person approved by the Registrar of 

Companies. The provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. Where a member appoints two (2) proxies, the 

appointment shall be invalid unless the member specifies the proportion of his shareholding to be represented by each proxy. 

Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one proxy in respect of 

each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account. 

Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for the 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. Where the exempt authorised nominee appoints two (2) or more proxies, the proportion of shareholdings to be represented by each proxy must 

be specified in the instrument appointing the proxies. 

The instrument appointing a proxy or the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority 

shall be deposited at the registered office of the Company at 201-203, Jalan Abdullah, 84000 Muar, Johor, not less than forty-eight (48) hours before the time for 

holding the meeting i.e. before 12.00 noon, 18 September 2012 or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case 

of a poll, not less than twenty-four (24) hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid. 

If the appointer is a corporation, this form shall be executed under its common seal or under the hand of its officer or attorney duly authorised. 

If this Proxy Form is signed under the hands of an officer duly authorised, it should be accompanied by a statement reading “signed as authorised officer under 

Authorisation Document which is still in force, no notice of revocation having been received”. If this Proxy Form is signed under the attorney duly appointed under 

a power of attorney, it should be accompanied by a statement reading “signed under Power of Attorney which is still in force, no notice of revocation having been 

received”. A copy of the Authorisation Document or the Power of Attorney, which should be valid in accordance with the laws of the jurisdiction in which it was 

created and is exercised, should be enclosed in this Proxy Form.

Please fold along this line (1) 

Postage 

The Company Secretary 

TEO SENG CAPITAL BERHAD 

(Company No. 732762-T) 

(Incorporated in Malaysia) 

201-203, Jalan Abdullah 

84000 Muar 

Johor 

Please fold along this line (2)

Lot PTD 25740, Batu 4, Jalan Air Hitam, 

83700 Yong Peng, Johor Darul Takzim, Malaysia. 

Tel : 607-467 2289 

Fax : 607-467 2923 

Email : tscb@teoseng.com.my

Hatching For The Future - teo seng capital berhad

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