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2 Corporate Information

3 Group Financial Highlights

4 Chairman’s Statement

6 Directors’ Profile

8 Notice of Annual General Meeting

12 Statement of Corporate Governance

16 Statement on Risk Managementand Internal Control

18 Audit Committee Report

21 Additional Corporate Information

70 List of Properties

72 Shareholdings’ Statistic

Proxy Form

22 Directors’ Report

26 Statement by Directors & Statutory Declaration

27 Independent Auditors’ Report

29 Consolidated Statement of Financial Position

30 Consolidated Statement of Comprehensive Income

31 Consolidated Statement of Changes In Equity

32 Consolidated Statement of Cash Flows

34 Statement of Financial Position

35 Statement of Comprehensive Income

36 Statement of Changes in Equity

37 Statement of Cash Flows

38 Notes to the Financial Statements

69 Supplementary Information- Realised and Unrealised Profits or Losses

CONTENTSFINANCIAL REPORT

We formed this enterprise in the year 2000 and we have set ourselves from the very beginning on a path towards achieving corporate growth and expansion. A lot of time, patience and focused was put into establishing ourselves to becoming a renowned roofing specialist. Today, our efforts have paid off and brought forth much success. We are now widely recognized as a leading supplier of high quality roofing and louver systems, growing enormously and reaping the rewards.

Towards A New Dynamic Growth

AUDIT COMMITTEE

Dr. Cheah Soo JinChairmanSenior IndependentNon-Executive Director

Dato’ Haji Mohtar Bin NongMemberNon-IndependentNon-Executive Director

Khong Kam HouMemberIndependentNon-Executive Director

COMPANY SECRETARY

Ch’ng Lay Hoon(MAICSA 0818580)

BUSINESS OFFICE

1218, Mukim 12, Jalan SerunaiKawasan Perindustrian Valdor14200 Sungai BakapSeberang Perai Selatan, Penang

REGISTERED OFFICE

Suite 12-A, Level 12Menara NorthamNo. 55, Jalan Sultan Ahmad Shah 10050 PenangTelephone : 04-228 0511Facsimile : 04-228 0518

SHARE REGISTRAR

Tricor Investor ServicesSdn Bhd (118401-V)Unit 32-01, Level 32, Tower AVertical Business SuiteAvenue 3, Bangsar SouthNo. 8, Jalan Kerinchi59200 Kuala LumpurTelephone : 03-2783 9299Facsimile : 03-2783 9222

AUDITORS

Messrs Crowe HorwathChartered Accountants

BANKERS

Malayan Banking BerhadUnited Overseas Bank (Malaysia) BhdHong Leong Bank BerhadRHB Bank BerhadHSBC Bank Malaysia BerhadAmBank BerhadOCBC Bank (M) BhdCIMB Bank BerhadPublic Bank BerhadCitibank BerhadBank of China (Malaysia) Berhad

STOCK EXCHANGE

Main Market of the BursaMalaysia Securities Berhad

WEBSITE

www.astino.com.my

BOARD OF DIRECTORS

CORPORATE INFORMATION

Towards A New Dynamic Growth2 ASTINO BERHAD (523085-X)Annual Report 2015

Ng Back TengExecutive Chairman & Chief Executive Officer

Ng Hung SehChief Operating Officer

Ng Hung WengExecutive Director

Dato’ Haji Mohtar Bin NongNon-IndependentNon-Executive Director

Dr. Cheah Soo JinSenior Independent Non-Executive Director

Khong Kam HouIndependentNon-Executive Director

Towards A New Dynamic Growth 3ASTINO BERHAD (523085-X)Annual Report 2015

GROUP FINANCIAL HIGHLIGHTS

Year (RM million)

FY 2011 FY 2012 FY 2013 FY 2014 FY 2015

Turnover 419 456 512 490 486

Profit Before Taxation 42 33 39 40 27

Shareholders' Fund 198 218 245 266 281

Net Earnings Per Share (SEN) 12.56 9.48 11.59 10.68 7.22

Net Dividend Per Share (SEN) 2.94 2.37 5.68 2.91 1.95

Share Dividend 1:20 1 : 30 N/A N/A N/A

Net Tangible Assets Per Share (SEN) 76 82 90 98 102

Debt to Equity Ratio 0.45 0.67 0.53 0.44 0.43

* The calculation of Net Earnings Per Share and Net Tangible Assets Per Share for the previous financial year has been adjusted retrospectively to reflect the changes in the number of shares as a result of the bonus issue, which was completed on 4 September 2014.

Turnover (RM million)

100

200

300

400

500

600

2011 2012 2013 2014 2015

419456

512490 486

Profit Before Taxation (RM million)

10

20

30

40

50

2011 2012 2013 2014 2015

42

33

39 40

27

Net Earnings Per Share (SEN)

2011 2012 2013 2014 2015

12.56

9.48

11.59 10.68

7.22

* * * * *

Net Tangible Assets Per Share (SEN)

25

50

75

100

125

150

2011 2012 2013 2014 2015

7682 90

98102

* * * * *

5

10

15

20

25


CHAIRMAN’S STATEMENT

On behalf of the Board of Directors

of Astino Berhad (“Astino”), I am

pleased to present the Annual Report

and Audited Financial Statements of

the Company and the Group for the

financial year ended 31 July 2015.


CHAIRMAN’S STATEMENT (CONT’D)

FINANCIAL RESULTS

For the financial year under review, the Group registered lower revenue of RM485.7 million with the profit before taxation (“PBT”) recorded at RM26.7 million representing a drop of 0.9% and 33.1% as compared to the preceding year’s revenue of RM490.1 million and PBT of RM39.9 million respectively. The adverse performance was mainly due to decrease of oversea demand of the Group’s product and lower profit margin as a result of weakening market demand and intense competition.

OPERATIONS REVIEW

Financial year 2015, the Group is facing keen challenging operating environment in domestic and overseas market. For domestic market, the slowdown in the Malaysian economy with the implementation of Goods and Services Tax (“GST”), lower steel price and a challenging external environment are affecting sentiments negatively. Furthermore, the weaker Ringgit Malaysia had added domestic woes arising from rising of cost of living resulted in contracted purchasing power amongst consumers. Export markets are also being affected by slowing economy in Indonesia poultry market.

Our second service center in Bukit Beruntung started its operation in the fourth quarter of financial year 2015. With the set up of this new plant, the Group would be able to broaden its market and provide better services to the customers in Southern and Central regions.

DIVIDEND

In line with the Group’s performance and as recognition of your continuous support, the Company had declared a first and final single tier dividend of 1.95 cents per ordinary share in respect of the financial year ended 31 July 2015 subject to the shareholders’ approval at the forthcoming annual general meeting.

The dividend recommendation is consistent with our policy of building up reserves for expansion plans while at the same time giving reasonable returns to our shareholders.

FUTURE PROSPECT

Looking ahead into year 2016, the weakening Malaysia Ringgit and the increase of minimum wage and toll fees will continue to pose challenges to Malaysian business in coping with the higher operating costs.

To meet the challenges ahead, the Group will continue to focus its efforts on improving its operational efficiencies and explore the possibility of producing new metal building material products to penetrate into new market segments of local and overseas. The motion is expected to strengthen the Group’s position in this competitive industry and minimize the market risk.

CORPORATE SOCIAL RESPONSIBILITIES

The Group believes that in pursuing business mission and objectives, corporate responsibilities (“CR”) is becoming an important component of good business practice to enhance stakeholder confidence, accountability and transparency. The Group is committed to fulfill its CR and initiatives are in place to include ethical values and respect by our employees for the environment and community.

Within the working environment, in the face of growing demand for energy and depleting natural resources, employees are encouraged to reduce the use of paper, recycle any recyclable items and reduce wastages. Efforts have also been made to conserve energy by ensuring that lights and air-conditioning are operating only when the need arises.

The Group subscribes to the safety, health and environment regulations and provides the employees with external training programmes to improve their skills for daily operations as well as career development with adequate and timely revision of the same.

As a corporate citizen, in giving back to society while contributing to the bottom-line and shareholders’ value, during the financial year under review, the Group supported good causes through contributions/donations to school construction and other non-profitable organizations.

APPRECIATION

On behalf of the Board, I would like to express my appreciation to all our employees for their dedication, loyalty and hard work put in during the financial year. Our thanks are also extended to our valued shareholders, customers, suppliers, bankers, relevant authorities and others whose support is invaluable to the continued success of the Group. Finally, I would like to thank my fellow directors for their valuable insights and contributions throughout the financial year.

Ng Back TengExecutive Chairman & Chief Executive Officer


DIRECTORS’S PROFILE

A Malaysian, aged 68, was appointed to the Board on 16 February 2003 as the Executive Chairman & Managing Director and re-designated as the Executive Chairman & Chief Executive Officer on 8 March 2010.

Mr. Ng Back Teng completed his upper secondary education in 1967. He has a total of 25 years of overseas working experience as a Mining Supervisor in British Phosphate Co. Ltd in Christmas Island, Australia and as a Production Executive for Elson Engineering Company. He is responsible for the growth of the Group’s metal roofing and awning products.

Mr. Ng Back Teng serves as a member of the Company’s Remuneration Committee.

NG BACK TENGExecutive Chairman &Chief Executive Officer

NG HUNG SEHChief Operating Officer

NG HUNG WENGExecutive Director

A Malaysian, aged 49, was appointed to the Board on 16 February 2003 as the Executive Director and re-designated as the Chief Operating Officer on 8 March 2010.

Mr. Ng Hung Seh completed his lower secondary education in 1986. He is responsible for the marketing and sales of metal roofing and awning products for the Group. He has more than 20 years experience and expertise in the building related materials business.

A Malaysian, aged 51, was appointed to the Board on 16 February 2003 as a Non-Independent Non-Executive Director and was re-designated as the Executive Director of the Company on 8 March 2010.

Mr. Ng Hung Weng has more than 20 years of experience and expertise in both the PVC door and metal roofing industries. He was instrumental in building up the Group to become one of the major suppliers of PVC doors in the country. He was previously in-charged of research and development for the Group’s products and had successfully introduced many new products to the market.

DIRECTORS’S PROFILE (CONT’D)

Y. BHG. DATO’ HAJI MOHTAR BIN NONG

Non-IndependentNon-Executive Director

DR. CHEAH SOO JINSenior Independent

Non-Executive Director

KHONG KAM HOUIndependent Non-Executive

Director

A Malaysian, aged 62, was appointed to the Board on 16 January 2006.

Y. Bhg. Dato’ Haji Mohtar holds an honours Bachelor Degree in Economics from Universiti Kebangsaan Malaysia (1978) and a Master Degree in Business Administration from Dubuque, Iowa, USA (1994).

Y. Bhg. Dato’ Haji Mohtar joined the Terengganu State Civil Service in 1978 and retired on 15 August 2010. During his tenure with the Terengganu State, he has held various important posts such as District Officer of Setiu, Besut and Kuala Terengganu (1996 – 1999), General Manager for Yayasan Pembangunan Usahawan Terengganu (2000), President of Majlis Perbandaran Kuala Terengganu (2001- 2002) and the State Secretary of Terengganu (2007 - 2010).

Y. Bhg. Dato’ Haji Mohtar currently sits as a director on the Board of Wellcall Holdings Bhd and on the Board of various agencies of the State of Terengganu. He also sits on various private companies.

Y. Bhg. Dato’ serves as the Chairman of the Nominating Committee and also a member of the Company’s Audit Committee and the Remuneration Committee.

A Malaysian, aged 71, was appointed to the Board on 30 September 2008.

Dr. Cheah Soo Jin earned his Doctor of Philosophy degree in management accounting from the Universiti Sains Malaysia in September 2012 and his Master of Business Administration from the Universiti Utara Malaysia in 2007. In addition, he is a Fellow of the Chartered Institute of Management Accountants (U.K.), a Chartered Accountant of the Malaysian Institute of Accountants, and an Associate of the Chartered Tax Institute of Malaysia.

He was a teacher in accounting for about 14 years prior to joining the private sector in 1983. Since then, he has been involved in financial management, corporate management and advisory services, having been appointed as company director in several companies both in Malaysia and abroad.

Dr. Cheah serves as a Chairman of both the Company’s Audit Committee and the Remuneration Committee. He is also a member of the Nomination Committee.

A Malaysian, aged 66, was appointed to the Board on 28 January 2011.

Mr. Khong Kam Hou graduated from the University of Malaya with a Bachelor in Economics in 1974 and joined the Department of Inland Revenue, Ministry of Finance in early 1975 as a tax cadet officer. He served in the important units in the Inland Revenue Department namely tax assessment, corporate tax and tax investigation from 1975 to 1991. He opted out as a senior tax officer in 1991 and started his practice as a licensed tax consultant.

He is a Fellow of The Chartered Tax Institute of Malaysia and is also a licensed corporate secretary with Suruhanjaya Syarikat Malaysia and currently sits as a director of several tax consultant firms.

Mr. Khong Kam Hou serves as a member of the Audit Committee, the Remuneration Committee and Nominating Committee of the Company.

Save as disclosed below, there is no other family relationship with any other Directors or major shareholders of the Group and none of the Directors have any conflict of interest with the Company and have any conviction for offences within past ten years other than traffic offences, if any: -

Ng Back Teng, Ng Hung Seh and Ng Hung Weng are brothers. They are also the brothers of Ng Bak Seng, the major shareholder of the Company.



NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 15th Annual General Meeting of ASTINO BERHAD (“the Company”) will be held at Melati Room, Safira Country Club, Lot 2769, Mk 1, Jalan Todak, Bandar Seberang Jaya, 13700 Seberang Jaya Tengah, Penang on Friday, 22 January 2016 at 10.30 a.m. for the following purposes: -

A G E N D A

ORDINARY BUSINESS

1. To receive the Audited Financial Statements for the year ended 31 July 2015 and Reports of the Directors and Auditors thereon.

2. To approve the payment of a first and final single tier dividend of 1.95 sen per ordinary share of RM0.50 each in respect of the financial year ended 31 July 2015.

(Resolution 1)

3. To re-elect the following Directors who retire in accordance with Article 95(1) of the Company’s Articles of Association, and being eligible have offered themselves for re-election: -3.1 Mr. Ng Back Teng3.2 Mr. Ng Hung Weng

(Resolution 2)(Resolution 3)

4. To re-elect Dr. Cheah Soo Jin who retires as Director pursuant to Section 129 of the Companies Act 1965 (“the Act”).

(Resolution 4)

5. To approve the payment of Directors’ Fees for the financial year ended 31 July 2015. (Resolution 5)

6. To re-appoint Messrs Crowe Horwath, the retiring Auditors, and to authorise the Directors to fix their remuneration.

(Resolution 6)

SPECIAL BUSINESS: -

Ordinary Resolutions

To consider and if thought fit, to pass (with or without modification) the following Ordinary Resolutions: -

7. Authority to issue shares pursuant to Section 132D of the Act

“THAT pursuant to Section 132D of the Act and subject always to the approval of the relevant authorities, the Directors be and are hereby empowered to issue shares in the capital of the Company from time to time and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion deem fit, provided that the aggregate number of the shares issued pursuant to this resolution does not exceed ten per centum (10%) of the issued share capital of the Company for the time being and the Directors be and are also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on the Bursa Malaysia Securities Berhad (“Bursa Securities”) and that such authority shall continue in force until the conclusion of the next Annual General Meeting (“AGM”) of the Company.”

(Resolution 7)

8. Proposed renewal of authority for the Company to purchase its own shares of up to 10% of the issued and paid-up share capital (“Proposed Renewal of Share Buy-Back”) “THAT, subject to the provisions under the Act, the Memorandum and Articles of Association of the Company, Bursa Securities’ Main Market Listing Requirements and all prevailing laws, rules, regulations, order and guidelines as well as approval of any relevant governmental and/or regulatory authorities, the Company be and is hereby authorised to purchase such amount of ordinary shares of RM0.50 each in the Company (“Astino Shares”) as may be determined by the Directors of the Company from time to time through Bursa Securities upon such terms and conditions as the Directors deem fit and expedient in the interest of the Company provided that the aggregate number of Astino Shares purchased pursuant to this resolution or held as treasury shares does not exceed ten per centum (10%) of the total issued and paid-up share capital of the Company at the time of purchase;

THAT the maximum amount of funds to be utilised for the purpose of Proposed Renewal of Share Buy-Back shall not exceed the Company’s aggregate retained profits and/or share premium account;

(Resolution 8)


NOTICE OF ANNUAL GENERAL MEETING (CONT’D)

8. Proposed renewal of authority for the Company to purchase its own shares of up to 10% of the issued and paid-up share capital (“Proposed Renewal of Share Buy-Back”) (Cont’d)

THAT authority be and is hereby given to the Directors of the Company to decide at their discretion, as may be permitted and prescribed by the Act and/or any prevailing laws, rules, regulations, orders and guidelines and requirements issued by any relevant authorities for the time being in force to deal with any Astino Shares so prescribed by the Company in the following manner: -

i. to cancel the Astino Shares so purchased; orii. to retain the Astino Shares so purchased as treasury shares for distribution as dividends to the

shareholders of the Company and/or be resold through Bursa Securities in accordance with the relevant rules of Bursa Securities and/or be cancelled subsequently; or

iii. combination of i. and ii. above;

THAT the authority conferred by this resolution will be effective immediately from the passing of this Ordinary Resolution until: -

i. the conclusion of the Company’s next AGM following the general meeting at which such resolution was passed at which time the authority would lapsed unless renewed by ordinary resolution; or

ii. the expiration of the period within which the next AGM after that date is required by law to be held; oriii. the authority is revoked or varied by ordinary resolution that the shareholders pass in general meeting;

whichever is the earlier.

AND THAT the Directors be and are hereby authorised to take all steps as are necessary and/or to do all such acts and things as the Directors deem fit and expedient in the interest of the Company to give full effect to the aforesaid Proposed Renewal of Share Buy-Back with full powers to assent to any condition, modification, variation and/or amendment (if any) as may be imposed by the relevant authorities.”

9. Proposed Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature

“THAT, subject always to the compliance with Bursa Securities’ Main Market Listing Requirements, the Company’s Memorandum and Articles of Association and all other applicable laws, guidelines, rules and regulations, approval be and is hereby given to the Company and its subsidiaries (“Astino Group”) to enter into any of the category of recurrent related party transactions of a revenue or trading nature as set out in Paragraph 2.4 of Part A of the Circular/Statement to Shareholders dated 30 December 2015 with the specific related parties mentioned therein (“Proposed Mandate”) which are necessary for Astino Group’s day-to-day operations on terms not more favourable to the related parties than those generally available to the public and are not detrimental to the minority shareholders of the Company.

THAT such authority shall commence upon the passing of this resolution and shall continue to be in force until :-

(Resolution 9)

(a) the conclusion of the next AGM of the Company following the AGM, at which time the Proposed Mandate will lapse, unless by a resolution passed at the next AGM, the mandate is renewed; or

(b) the expiration of the period within which the next AGM of the Company is required to be held pursuant to Section 143(1) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or

(c) revoked or varied by resolution passed by the shareholders in general meeting;

whichever is the earlier.

THAT authority be and is hereby given to the Directors of the Company to complete and do all such acts and things (including executing such documents as may be required) to give effect to such transactions contemplated and/or authorised by this Ordinary Resolution.”

10. To transact any other ordinary business for which due notice has been given.


NOTICE IS HEREBY GIVEN that for purpose of determining a member who shall be entitled to attend this 15th AGM, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd, in accordance with the Article 62(3) of the Company’s Articles of Association and Section 34(1) of the Securities Industry (Central Depositories) Act 1991, to issue a General Meeting Record of Depositors as at 15 January 2016. Only a depositor whose name appears on the Record of Depositors as at 15 January 2016 shall be entitled to attend the said meeting or appoint proxies to attend and/or vote on his/her behalf.

NOTICE OF DIVIDEND ENTITLEMENT

NOTICE IS ALSO HEREBY GIVEN that, subject to the approval of the shareholders at the 15th Annual General Meeting, a first and final single tier dividend of 1.95 sen per ordinary share of RM0.50 each in respect of the financial year ended 31 July 2015 will be paid on 24 March 2016 respectively to depositors registered in the Records of Depositors on 2 March 2016.

A depositor shall qualify for entitlement only in respect of: -

(a) Shares transferred into the depositor’s securities account before 4.00 p.m. on 2 March 2016 in respect of transfers; and

(b) Shares bought on Bursa Securities on a cum entitlement basis according to the Rules of Bursa Securities.

By Order of the Board

Ch’ng Lay Hoon MAICSA 0818580Company SecretaryPenang

30 December 2015

NOTES:

Appointment of Proxy

A member entitled to attend, speak and vote at this meeting may appoint more than one (1) proxy, who need not be a member, to attend, speak and vote in his stead. Where a member appoints more than one (1) Proxy the appointment shall be invalid unless he specifies the proportion of his holdings to be represented by each proxy.

If the appointer is a corporation, the form of proxy must be executed under its Common Seal or under the hand of its officer or attorney duly authorised.

Where a member of the Company is an exempt authorized nominee as defined under the Securities Industry (Central Depositories) Act 1991 which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“Omnibus Account”), there is no limit to the number of proxies which the exempt authorized nominee may appoint in respect of each Omnibus Account it holds.

To be valid, the duly completed form of proxy must be deposited at the Company’s registered office at Suite 12A, Level 12, Menara Northam, No. 55, Jalan Sultan Ahmad Shah, 10050 Penang, not less than forty-eight (48) hours before the time stipulated for holding the meeting or adjournment thereof.

Should you desire your proxy to vote on the resolutions set out in the Notice of Meeting, please indicate with a “√” in the appropriate space. If no specific direction as to voting is given, the Proxy will vote or abstain at his discretion.




Explanatory Notes On Special Business

Resolution 7The proposed Resolution 7, if passed, will give a renewed mandate to the Directors of the Company, from the date of above AGM, authority to issue and allot shares in the Company up to and not exceeding in total ten per centum (10%) of the issued share capital of the Company for the time being, for such purposes as the Directors would consider in the best interest of the Company. This authority, unless revoked or varied by the Company at a general meeting, will expire at the conclusion of the next AGM of the Company.

As at the date of this Notice, no new shares in the Company were issued pursuant to the mandate granted to the Directors of the Company at the 14th AGM held on 30 January 2015. The renewal of the general mandate is to provide flexibility to the Company to issue new shares without the need to convene separate general meeting to obtain its shareholders’ approval so as to avoid incurring additional cost and time.

At this juncture, there is no decision to issue new shares. If there should be a decision to issue new shares after the general mandate is obtained, the Company would make an announcement in respect of the purpose and utilization of the proceeds arising from such issue.

Resolution 8The proposed Resolution 8, if passed, will provide the mandate for the Company to buy back its own shares up to a limit 10% of the total issued and paid-up share capital of the Company. The explanatory notes on Resolution 8 are set out in Part B of the Circular/Statement dated 30 December 2015 accompanying the Annual Report.

Resolution 9The proposed Resolution 9, if approved, will enable the Astino’s Group to enter into recurrent related party transactions of a revenue or trading nature with related parties in accordance with paragraph 10.09 of Bursa Securities’ Main Market Listing Requirements. The explanatory notes on Resolution 9 are set out in Part A of the Circular/Statement to Shareholders dated 30 December 2015 accompanying the Annual Report.

STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETINGPursuaNT TO ParagraPh 8.27 (2) Of The MaiN MarkeT LisTiNg requireMeNTs Of Bursa seCuriTies

There is no Director standing for election at the 15th AGM of the Company.


STATEMENT OF CORPORATE GOVERNANCE

The Board of Directors is committed to ensuring that the principles of corporate governance are practiced throughout the Group as a fundamental part of discharging its responsibilities to protect and enhance shareholders’ value and the financial performance of Astino Berhad. To this end, the Board fully supports the recommendation of the Malaysia Code on Corporate Governance 2012 (“the Code”).

Set out below is the description on the manner in which the Company has applied the Principles of the Code and the extent to which it has applied with the best practises during the financial year.

PART A: DIRECTORS

A.1 The Board

An effective Board leads and controls the Group. The Board is responsible for the overall performance of the Group and focuses mainly on the strategies, performance, standards of conduct and critical business issues.

The Board meets quarterly to review its quarterly performances and discuss new policies and strategies with additional meetings as and when necessary. A total of four (4) Board meetings were held for the last financial year ended 31st July 2015. All Directors fulfilled the requirement of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Listing Requirements”)of having attended at least 50% of the Board meetings held by the Company during the financial year. The attendance record of each Director for the last financial year ended 2015 is as follows:-

Name of Directors Attendance

Ng Back Teng 4/4 Ng Hung Seh 4/4Ng Hung Weng 4/4Dato’ Haji Mohtar Bin Nong 4/4Dr. Cheah Soo Jin 4/4Khong Kam Hou 4/4

A.2 Board Balance

The Board currently has six (6) members, comprising two (2) Independent Non-Executive Directors, one (1) Non-Independent Non-Executive Director and three (3) Executive Directors (including the Chairman). The composition of the Board complied with the Listing Requirements to have at least one third (1/3) of the Board consisting of independent director. A brief description of the background of each Director is presented on page 6 to 7.

The Code recommends that the tenure of an Independent Director should not exceed a cumulative term of nine (9) years. In the event the Independent Director is retained, the Board must seek the approval of the shareholders in the Annual General Meeting. As at the date of this Annual Report, the two (2) Independent Directors have served the Company for less than nine (9) years.

The Board is well balanced with the presence of Independent Non-Executive Directors of caliber and collectively possesses sufficient experience and expertise in objective and independent decisions making. Although all the Directors have an equal responsibility for the Group’s operations, the role of the Independent Non-Executive Directors is particularly important in ensuring that the strategies proposed by the executives management are fully discussed and examined, and take account of the long term interests, not only of the shareholders, but also of employees, customers, suppliers, and the many communities in which the Group conducts business.

In recognition of the contribution of Mr. Ng Back Teng, the Executive Chairman & Chief Executive Officer, on the achievement of the Group, the Board has decided that Mr. Ng Back Teng will continue to hold the dual role. Although the positions are held by the same Board’s member, no individual may dominate the Board on decision-making.

The Board unanimously appointed Dr. Cheah Soo Jin, the Independent Non-Executive Director, to be the senior member to address the shareholders concern, if any.


STATEMENT OF CORPORATE GOVERNANCE (CONT’D)

PART A: DIRECTORS (CONT’D)

A.3 Board Committees

Committees are formed to assist in the effective functioning of the Board. The Board delegate specific responsibilities to three (3) committees, namely the Audit Committee, the Nomination Committee and the Remuneration Committee, which operates within clearly defined terms of reference and are consistent with the recommendations of the Code. The Chairman of the various committees will report to the Board on matters deliberated at the committee meetings and such reports are incorporated in the minutes of the Board meetings.

(A) Audit Committee

The Audit Committee of the Board comprises two (2) Independent Non-Executive Directors and one (1) Non-Independent Non-Executive Director. The composition of the Audit Committee is in the compliance with the Listing Requirements and the Code which require all the Audit Committee members to be Non-Executive Directors with a majority of them being Independent Directors. Further detail of the Audit Committee are outlined on pages 18 to 20 of this Annual Report.

(B) Nominating Committee

The Nominating Committee for the financial year ended 31st July 2015, which comprises two (2) Independent Non-Executive Directors and one (1) Non-Independent Non-Executive Director and they are as follows:-

Dato’ Haji Mohtar Bin Nong (Chairman – Non-Independent Non-Executive Director)Dr. Cheah Soo Jin (Member – Senior Independent Non Executive Director)Khong Kam Hou (Member –Independent Non Executive Director)

The Nominating Committee met once during the financial year where the Committee considered the directors who were due for retirement and re-election at the Annual General Meeting. The Nominating Committee also considers whether the current composition of the Board brings the required mix of skills and core competencies to discharge its duties effectively.

(C) Remuneration Committee

The Remuneration Committee met once during the year where the Committee deliberated on the Directors’ fees of the Non-Executive Directors, the remuneration package and bonus of the Executive Directors.

The members of the Remuneration Committee are:-

Dr. Cheah Soo Jin (Chairman – Senior Independent Non Executive Director)Dato’ Haji Mohtar Bin Nong (Member – Non-Independent Non-Executive Director)Ng Back Teng (Member - Executive Chairman & Chief Executive Officer)Khong Kam Hou (Member – Independent Non Executive Director)

A.4 Supply of Information

The Board will be provided with an agenda and a set of Board papers prior to the Board meeting which will be issued in sufficient time to enable the Directors to obtain further explanations where necessary, in order to be briefed properly before the meeting.

All the Board members have unrestricted access to timely and accurate information and access to the advice and services of the Company Secretary as well as to independent professional advice, when necessary.

A.5 Appointments to the Board

The Nominating Committee is responsible for making recommendations for any appointments to the Board. In making this recommendation, the Nominating Committee considers the required mix of skills and experience, which the director should bring to the Board. Any new nomination received is put to the full Board for assessment and endorsement. The Committee is also responsible for assessing the effectiveness of the Board as a whole and the performance of each existing Director.


PART A: DIRECTORS (CONT’D)

A.6 Directors’ Training

At the date of this Statement, all Directors have successfully attended the Mandatory Accreditation Programme prescribed by Bursa Malaysia Securities Berhad (“Bursa Securities”).

The Directors are mindful that they should receive continuous training to broaden their perspectives and keep abreast with the new statutory and regulatory requirements, and essential practices for effective corporate governance and risk management to enable the Directors to effectively discharge their duties. The Directors are empowered by the Board to evaluate and assess his own individual training needs and are encouraged to attend seminars and/or conferences to further enhance their business acumen and professionalism in discharging their duties effectively.

Throughout the year, the Directors have received updates from time to time on relevant new laws and regulations. Visits by the Directors to the Group’s businesses and meetings are also arranged for enhancement of their knowledge particularly in respect of the Group’s businesses and have a better awareness of the risks associated with the Group’s operation.

A.7 Re-election

In accordance with the Company’s Articles of Association, any additional Director appointed shall hold office only until the next following Annual General Meeting and shall then be eligible for re-election. The Articles also provide that at least one-third of the remaining Directors be subject to re-election by rotation at each Annual General Meeting and all the Directors shall retire from office once in each three years but shall be eligible for re-election.

PART B: DIRECTORS’ REMUNERATION

The Remuneration Committee of the Company recommends to the Board the policy framework of the Executives Directors’ remuneration, and the remuneration package for each Executive Director in accordance with performance, service seniority, experience and scope of responsibilities. The determination of the remuneration and entitlement of Non-Executive Directors will be a matter to be decided by the Board as a whole with the Directors concern abstaining from deliberations and voting on decision in respect of his individual remuneration.

The remuneration of Directors is set at level which would enable the Group to attract and retain Directors with relevant expertise and the experience necessary to run the Group effectively. Directors’ fees are to be approved by the shareholders at the Annual General Meeting.

In compliance with the Listing Requirements on disclosure of Directors’ remuneration, details of the Directors’ remuneration for the financial year ended 31st July 2015, in aggregate and analyses into the bands of RM50,000 are as follows:-

Salaries Bonuses Allowances Benefits-in-kind FeesRM’000 RM’000 RM’000 RM’000 RM’000

Executive Directors 2,260 1,122 299 41 –Non-Executive Directors – – 19 – 96

Remuneration bands Executive Non-Executive

Below RM50,000 – 3RM750,000 to RM800,000 1 –RM1,350,000 to RM1,400,000 1 –RM1,550,000 to RM1,600,000 1 –



PART C: SHAREHOLDERS

The Board acknowledges the need for shareholders to be informed of all material business matters affecting the Company. The Company views that timely dissemination of information to shareholders are important. Such information is communicated through the various disclosures and announcements to the Bursa Securities, the annual reports and circulars to shareholders.

The Annual General Meeting serves as an ideal opportunity to communicate with both institutional and individual shareholders. During the meeting, shareholders are given every opportunity to enquire and comment on matters relating to the Group’s business. All Directors are available to provide responses to shareholders’ questions during these meetings.

PART D: ACCOUNTABILITY AND AUDIT

D.1 Financial Reporting

In presenting annual financial statements and quarterly announcements to the shareholders, the Directors aim to present a balanced and comprehensive assessment of the Group’s financial position and prospects. The Audit Committee assists the Board in ensuring the accuracy, adequacy and completeness of information for disclosure.

D.2 Statement of Directors’ Responsibility for Preparing the Financial Statements

The Board is required by the Companies Act, 1965 to prepare financial statements for each financial year which have been made out in accordance with the applicable approved accounting standards in Malaysia and give a true and fair view of the state of affairs of the Group and of the Company at the end of the financial year and of the results and cash flow for the year then ended.

The Board considers that in preparing the financial statements for the year ended 31 July 2015, the Group has used appropriate accounting policies, consistently applied and supported by reasonable and prudent judgements and estimates. The Board has responsibility for ensuring that the Group keeps accounting records which disclose with reasonable accuracy the financial position of the Group which enable them to ensure that the financial statements comply with the Companies Act, 1965.

The Directors have overall responsibility for taking such steps as is reasonably open to them to safeguard the assets of the Group to prevent and detect fraud and other irregularities.

D.3 Internal Control

The Group’s Statement on Risk Management and Internal Control is set out on page 16 to 17.

D.4 Relationship With The Auditors

Key features underlying the relationship of the Audit Committee with the external auditors are included in the Audit Committee’s term of reference as detailed in page 18 to 20 of the Annual Report.



STATEMENT ON RISK MANAGEMENTAND INTERNAL CONTROL

INTRODUCTION

Pursuant to paragraph 15.26(b) of the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) for the MAIN Market and as guided by the Statement on Risk Management and Internal Control: Guidelines for Directors of Listed Issuers (‘the Guidelines”), the Board of Directors (“the Board”) of Astino Berhad is pleased to include a statement on the state of the Group’s system of risk management and internal control in this annual report.

BOARD’S RESPONSIBILITIES

The Board recognises the importance of good risk management practices and sound internal controls as a platform to good corporate governance. The Board acknowledges that its overall responsibility for maintaining a sound system of risk management and internal control, and for reviewing its adequacy and integrity. In addition, the Board has also received assurance from the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) that the Group’s risk management and internal control system are operating adequately and effectively, in all material aspects.

Due to inherent limitations in any risk management and internal control system, such systems put into effect by Management are designed to manage rather than eliminate risks that may impede the achievement of the Group’s business objectives. Therefore, the risk management and internal control system can only provide reasonable and not absolute assurance against material misstatement, error or loss.

KEY FEATURES OF THE GROUP’s RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

Key elements of the Group’s risk management and internal control system that have been established to facilitate the proper conduct of the Group’s businesses are described below:

1. Risk Management System

The Board is dedicated to strengthening the Group’s risk management to manage its key business risks within the Group and to implement appropriate controls to manage these risks. During the year, Senior Management reviews the existence of new risks and assesses the relevance of the Group’s existing risk profile. Significant risks that may affect the Group’s business objectives have been continually monitored and any new significant risk identified are subsequently evaluated and managed.

Whilst the Board maintains ultimate control over risk and control issues, it has been delegated to executive management the implementation of the system of risk management and internal control within an established framework. The responsibility for managing risks at each department lies with the respective Heads of Department and it is during the periodic management meetings, implemented risk management activities that manage significant risks identified are communicated to Executive Directors and Senior Management.

Risk Management is regarded by the Board to be an integral part of business operations. Key management staff and heads of department are delegated with the responsibility to manage identified risks within defined parameters and standards.

Periodic Management Meetings which are attended by the heads of department and key management staff are held to discuss key operational risks and the appropriate mitigating controls. Significant risks affecting the Group’s strategic and business plans are escalated to the Board at their scheduled meetings.

The abovementioned risk management process has been in place for the year under review and up to the date of approval of this statement for inclusion in the annual report.


STATEMENT ON RISK MANAGEMENTAND INTERNAL CONTROL (CONT’D)

KEY FEATURES OF THE GROUP’s RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM (CONT’D)

2. Internal Control System

(i) A well-defined organisational structure with clear delegation of responsibilities and accountability provide a sound framework within the Group and its subsidiaries in facilitating check and balances for proper decision making at the appropriate authority levels, including matters that require the Board’s approval.

(ii) A documented delegation of authority that sets out decisions that need to be taken and the appropriate levels of Management involved including matters that require the Board’s approval.

(iii) The Board of Directors and Audit Committee meet at least on a quarterly basis to review and deliberate financial reports, annual financial statements and internal audit reports. Discussions with Management were held to deliberate on the actions that are required to be taken to address internal control issues identified. The Board also plays an active role in discussing and reviewing the business plans, strategies, performance and risks faced by the Group.

(iv) The Executive Directors are involved in the running of business and operations of the Group and they report to the Board on significant changes in the business and external environment, which affects the operations of the Group at large.

(v) The Group has a budgeting process which establishes plans and targets for performances to be measured on an on-going basis. Budget variances are analyzed and reported internally, and, on a quarterly basis variances are reported to the Board.

(vi) Internal policies and procedures had been established for key business units with the Group. Certain subsidiaries within the Group adhered to and applied ISO Quality Policies and Procedures and other programs implemented through its ISO accreditation programme.

INTERNAL AUDIT FUNCTION

The Audit Committee and Board currently obtains periodic assurance on the adequacy and effectiveness of the internal control system through independent reviews performed by the internal audit function, which is outsourced to a professional services firm. The outsourced internal audit function reports directly to the Audit Committee.

During the financial year ended 31 July 2015, the outsourced internal audit function conducted reviews in accordance with the risk based internal audit plan approved by the Audit Committee. Based on the internal audit reviews carried out, the findings of the internal audit, including the recommended corrective actions, were presented to Audit Committee on a quarterly basis.

In addition, follow up reviews were conducted to ensure that corrective actions have been implemented on a timely manner. Based on the internal audit reviews conducted, none of the weaknesses noted have resulted in any material losses, contingencies or uncertainties that would require a separate disclosure in this annual report.

CONCLUSION

The Board is of the view that the Group’s system of internal control and risk management is adequate to safeguard shareholders’ investments and the Group’s assets. However, the Board is also cognizant of the fact that the Group’s system of internal control and risk management practices must continuously evolve to meet the changing and challenging business environment. Therefore, the Board will, when necessary, put in place appropriate action plans to further enhance the Group system of internal control and risk management framework.

The external Auditors have reviewed this Statement on Risk Management and Internal Control for inclusion in the Annual Report in the financial year ended 31 July 2015 pursuant to Recommended Practice Guide 5 (revised) issued by the Malaysian Institute of Accountants. Based on their review, nothing has come to their attention that causes them to believe that the Statement intended to be included in the annual report is not prepared, in all material aspects, in accordance with the disclosures required by paragraphs 41 and 42 of the Statement on Risk Management and Internal Control: Guidelines for Directors of Listed issuers to be set out, nor is factually inaccurate.

This statement was approved by the Board of Directors on 28 November 2015.


AUDIT COMMITTEE REPORT

The Board of Directors is pleased to present the Report of the Audit Committee for the financial year ended 31 July 2015.

MEMBERS

The members of the Audit Committee for the financial year ended 31 July 2015 comprise: -

Dr. Cheah Soo Jin Chairman, Senior Independent Non-Executive DirectorKhong Kam Hou Member, Independent Non-Executive DirectorDato’ Haji Mohtar Bin Nong Member, Non-Independent Non-Executive Director

ATTENDANCE OF MEETINGS

During the financial year ended 31 July 2015, the Audit Committee held four (4) meetings to discuss matters relating to the accounting and reporting practices of the Group and the Company. Details of attendance of each Audit Committee member are as follows: -

Name of Directors AttendanceDr. Cheah Soo Jin 4/4 Dato’ Haji Mohtar Bin Nong 4/4Khong Kam Hou 4/4

SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE

The following activities were undertaken by the Audit Committee for the financial year ended 31 July 2015: -

a) Reviewed the unaudited quarterly results of the Group and year-end financial statements with the management;

b) Reviewed the related party transactions and considered conflict of interest situations that may arise within the Group;

c) To review the following in respect of Internal Audit: -- adequacy of scope, functions and resources of the internal audit department and that it has the necessary authority to carry

out its work.- internal audit programme - the major findings of internal audit investigations and management’s responses, and ensure that appropriate actions are

taken on the recommendations of the internal audit function- assessed the performance of the internal audit function

d) Reviewed the annual audited financial statements, external auditors’ report and their audit findings; and

e) To consider the adequacy of management actions taken on internal and external audit reports.

COMPOSITION

(a) The Committee shall be appointed by the Board from amongst the Directors and shall consist of not less than three members, all the members must be Non-Executive Directors with majority of them being Independent Non-Executive Directors of the Company.

(b) The Committee shall include at least one person who is a member of the Malaysian Institute Of Accountants or a person who must have at least three years’ working experience and have passed the examinations specified in Part 1 of the First Schedule of the Accountants Act, 1967 or is a member of the associations of accountants specified in Part II of the aforesaid schedule or fulfils such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad (“Bursa Securities”).

(c) No alternate Director shall be appointed as a member of Committee.(d) The Committee shall elect a Chairman amongst its members who is an Independent Non-Executive Director.(e) If a member of the Committee resigns, dies or for any reason ceases to be a member with the results that the number of members

is reduced to below three, the Board shall within three months of the event appoint such number of new members as may be required to fill the vacancy.

(f ) The Board shall review the terms of office and performance of the Committee and each of its members at least once every three years to determine whether the Committee and its members have carried out their duties in accordance with their terms of reference.


AUDIT COMMITTEE REPORT (CONT’D)

QUORUM AND PROCEDURES

(a) Meetings shall be conducted at least four times a year or more frequency as circumstances dictates and at least twice a year with the external auditors without the presence of any Executive Directors of the Company.

(b) The Company Secretary shall be the Secretary of the Committee. The Secretary with the concurrence of the Chairman shall draw up an agenda, which shall be circulated together with the relevant supporting documentation, at least seven days prior to each meeting to the members of the Committee. The minutes of each meeting shall be kept and distributed to members of the Committee and the Board of Directors.

(c) In order to form a quorum for the meeting, the majority of at least two members present must be Independent Non-Executive Directors. In the absence of the Chairman, the members present shall elect a Chairman for the meeting from amongst the members present.

AUTHORITY

The Committee is authorized by the Board to investigate any activity within the Committee’s term of reference. It shall have full and unrestricted access to any information pertaining to the Group.

The Committee shall have direct communication channel with the external auditors and the senior management of the Group. The Committee shall also have the right to obtain outside legal or other independent professional advice whenever deemed necessary and 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.

Where the Committee is of the view that a matter reported by the Committee to the Board has not been satisfactory resolved resulting in a breach of Bursa Securities Main Market Listing Requirements, the Committee shall promptly report such matter to the Bursa Securities.

DUTIES AND RESPONSIBILITIES

The duties and responsibilities of the Committee shall be: -

(a) Review with the external auditors, the audit scope and plan, including any changes to scope of the audit plan.(b) Review the adequacy of the internal audit scope and plan, functions, competency and resources of the internal audit function

and that is has the necessary authority to carry out its work.(c) Review the internal and external audit reports to ensure that appropriate and prompt remedial action is taken by management

on major deficiencies in controls or procedures that are identified.(d) Review major audit findings and the management’s response during the year with management, external auditors and internal

auditors, including the status of previous audit recommendations.(e) Review the appointment and performance of external auditors, the audit fee and any question of resignation or dismissal before

making recommendations to the Board.(f ) Review any appraisal or assessments of the performance of members of the internal audit function.(g) Review the adequacy and internal control systems, including enterprise risk management, management information system, and

the internal auditors’ and/or external auditors evaluation of the said systems.(h) Direct and where appropriate supervise any special projects or investigations considered necessary, and review investigation

reports on any major defalcations, frauds and thefts.(i) Review the quarterly and year end financial statements of the Group before submission to the Board of Directors, focusing

particularly on: -• changesinorimplementationofmajoraccountingpolicies;• significantandunusualevents;• significantadjustmentarisingfromtheaudit;• thegoingconcernassumption;and• compliancewithaccountingstandardsandotherlegalrequirements.

(j) Review and monitor any related party transaction and conflict of interest situation that may arise within the Company or the Group, including any transaction, procedure or course of conduct that raises question on management integrity.

(k) To continue disclose to the relevant authority in respect of any management or business arrangements entered into between the Company or the Group and its local or foreign associated and related companies, which may result in a conflict of interest situation.

(l) Performing any other relevant duties assigned by the Board of Directors.


REPORTING PROCEDURE

The Chairman of the Committee shall report on each meeting to the Board. The Committee shall prepare reports, at least once a year, to the Board summarizing the Committee’s activities during the year in discharging its duties and responsibilities and the related significant results and findings.

INTERNAL AUDIT FUNCTION

During the financial year ended 31 July 2015, the internal audit function was outsourced and carried out by an independent professional consulting firm, Messrs Audex Governance Sdn. Bhd. The internal audit function of the Group was carried out by the appointed internal auditors in order to assist the Committee in discharging its duties and responsibilities. The internal audit activities were carried out in accordance with the internal audit plan which comprises the following:

• toreviewinternalcontrolssystemsandascertaintheextentofcompliancewiththeestablishedpolicies,proceduresandstatutoryrequirements, and

• identifyingareastoimprovecontrolsofoperationsandprocessesintheGroup.

The findings by the internal audit function have been presented to the Committee who has taken steps to ensure that appropriate actions are being taken to improve the current internal control systems.

The cost incurred in maintaining the outsourced internal audit function for the financial year is RM61,449.

AUDIT COMMITTEE REPORT (CONT’D)


ADDITIONAL CORPORATE INFORMATION

1. VARIATIONS OF RESULTS

There is no significant variance in the Group’s audited financial results for the financial year ended 31 July 2015 from the unaudited results as previously announced.

2. MATERIAL CONTRACTS

There were no material contracts entered into by the Company and its subsidiaries involving Directors’ and major shareholders’ interests which were still subsisting at the end of the financial year or entered into since the end of the previous financial year.

3. SHARE BUY-BACK

The Company had, on 30 January 2015, obtained its shareholders’ approval to purchase up to 10% of the issued and paid up ordinary shares capital of the Company. During the financial year ended 31 July 2015, the Company resold a total of 1,323,423 treasury shares in the open market. Save for the resale, none of the treasury shares have been cancelled during the financial year ended 31 July 2015.

As at the date of the financial year, the total number of treasury shares retained and held by the Company was 37 ordinary shares of RM0.50 each.

Details such as number of shares resold, the lowest, highest and average price paid and total consideration received for such resold tabulated on monthly basis, sold by the Company during the financial year ended 31 July 2015 are disclosed as follows: -

Unit Cost

Month

Numberof Treasury

Shares Resold Lowest

(RM)Highest

(RM)Average

(RM)Total Consideration

Received (RM)August 2014 1,323,423 1.720 1.800 1.757 2,325,382.80

4. RECURRENT RELATED PARTY TRANSACTIONS OF REVENUE NATURE

Details of the recurrent related party transactions of revenue nature have been duly disclosed in Note 24 of the Notes to the Financial Statements for the financial year ended 31 July 2015.

The Company is proposing to seek a renewal shareholders’ mandate at its forthcoming Annual General Meeting pursuant to paragraph 10.09 of the Bursa Malaysia Securities Berhad’s Main Market Listing Requirements for recurrent related party transactions of a revenue or trading nature. Details of the proposals are being disclosed in the Circular/Statement to Shareholders dated 30 December 2015.

5. NON-AUDIT FEES

The amount of non-audit fees incurred for services rendered to the Company and its subsidiaries companies, for the financial year ended 31 July 2015, by the affiliated company to the external auditors, Messrs Crowe Horwath, was RM24,600.00.


DIRECTORS’ REPORT

The directors hereby submit their report and the audited financial statements of the Group and the Company for the financial year ended 31 July 2015.

PRINCIPAL ACTIVITIES

The principal activities of the Company are those of investment holding and provision of management services to its subsidiaries. The principal activities of the subsidiaries are disclosed in Note 6 to the financial statements. There have been no significant changes in the nature of the principal activities of the Group and the Company during the financial year.

RESULTS

The Group The Company

RM RM

Profit for the financial year 19,804,332 3,782,239

DIVIDENDS

During the financial year, the Company paid a first and final dividend of 2.91 sen per share (single tier) amounting to RM7,976,823 in respect of the financial year ended 31 July 2014.

A first and final dividend of 1.95 sen per share (single tier) in respect of the financial year ended 31 July 2015 will be proposed for shareholders’ approval at the forthcoming Annual General Meeting.

RESERVES AND PROVISIONS

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

ISSUE OF SHARES OR DEBENTURES

During the financial year, the Company:-

(i) reissued 1,323,423 treasury shares by re-sale in the open market for a total cash consideration of RM2,316,045; and

(ii) increased its issued and fully paid-up share capital from RM68,529,500 to RM137,058,982 by a bonus issue of 137,058,963 new ordinary shares of RM0.50 each on the basis of 1 new ordinary share for every 1 existing ordinary share in issue by capitalising the retained profits of the Company.

There was no issue of debentures by the Company during the financial year.

OPTIONS GRANTED OVER UNISSUED SHARES

No share options were granted by the Company during the financial year.


DIRECTORS’ REPORT (CONT’D)

PURCHASE OF OwN SHARES

The shareholders of the Company, by a resolution passed at the Annual General Meeting held on 28 January 2005, approved the Company’s plan to purchase its own shares. The directors are committed to enhancing the value of the Company to its shareholders and believe that the purchase plan can be applied in the best interests of the Company and its shareholders.

There was no purchase of own shares by the Company during the financial year.

The mandate given by the shareholders at the Annual General Meeting held on 30 January 2015 will expire at the forthcoming Annual General Meeting at which a resolution will be tabled for shareholders to grant a fresh mandate for another year.

BAD AND DOUBTFUL DEBTS

Before the financial statements of the Group and the Company were made out, the directors took reasonable steps to ascertain that action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate allowance had been made for doubtful debts.

At the date of this report, the directors are not aware of any circumstances which would render the amount written off for bad debts or the amount of the allowance made for doubtful debts inadequate to any substantial extent.

CURRENT ASSETS

Before the financial statements of the Group and the Company were made out, the directors took reasonable steps to ascertain whether any current assets, other than debts, were unlikely to realise in the ordinary course of business their values as shown in the accounting records of the Group and the Company and to the extent so ascertained were written down to an amount that they might be expected to realise.

At the date of this report, the directors are not aware of any circumstances that would render the values attributed to the current assets in the financial statements of the Group and the Company misleading.

VALUATION METHODS

At the date of this report, the directors are not aware of any circumstances which have arisen which render adherence to the existing methods of valuation of assets or liabilities of the Group and the Company misleading or inappropriate.

CONTINGENT AND OTHER LIABILITIES

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

(i) any charge on the assets of the Group or the Company that has arisen since the end of the financial year which secures the liabilities of any other person; or

(ii) any contingent liability in respect of the Group or the Company that has arisen since the end of the financial year.

No contingent liability or other liability of the Group or the Company has become enforceable, or is likely to become enforceable within the period of twelve months after the end of the financial year which, in the opinion of the directors, will or may substantially affect the ability of the Group or the Company to meet their obligations as and when they fall due.


CHANGE OF CIRCUMSTANCES

At the date of this report, the directors are not aware of any circumstances, not otherwise dealt with in this report or in the financial statements of the Group and the Company that would render any amount stated in the respective financial statements misleading.

ITEMS OF AN UNUSUAL NATURE

The results of the operations of the Group and the Company for the financial year were not, in the opinion of the directors, substantially affected by any item, transaction or event of a material and unusual nature.

There has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the directors, to affect substantially the results of the operations of the Group or the Company for the financial year in which this report is made.

DIRECTORS OF THE COMPANY

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

Ng Back TengNg Hung SehNg Hung WengDato’ Haji Mohtar Bin NongDr. Cheah Soo JinKhong Kam Hou

Particulars of the interests in shares in the Company of the directors in office at the end of the financial year, as shown in the Register of Directors’ Shareholdings, are as follows:-

Number of Ordinary Shares of RM0.50 each

Direct Interest Deemed Interest

Name of DirectorAt

1.8.2014Bonus

IssueBought/

(Sold)At

31.7.2015At

1.8.2014At

31.7.2015

Ng Back Teng 9,539,718 9,539,718 872,000 19,951,436 0 0

Ng Hung Seh 7,122,903 7,122,903 0 14,245,806 * 1,313,266 * 2,626,532

Ng Hung Weng 1,106,617 1,106,617 0 2,213,234 0 0

Dr. Cheah Soo Jin 959,279 959,279 0 1,918,558 0 0

* Deemed interest by virtue of shares held by spouse

Save as disclosed above, none of the other directors in office at the end of the financial year held any interests in shares in the Company or its related corporations during the financial year.

In accordance with the Company’s Articles of Association, Ng Back Teng and Ng Hung Weng will retire at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-election.




DIRECTORS’ BENEFITS

Since the end of the previous financial year, no director of the Company has received or become entitled to receive any benefit (other than the directors’ remuneration disclosed in 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 except for certain directors who may be deemed to derive benefits by virtue of those related party transactions as disclosed in Note 24 to the financial statements.

Neither during nor at the end of the financial year, was the Company a party to any arrangement whose object is to enable the directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.

AUDITORS

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

Signed in accordance with a resolution of the directorsdated 30 November 2015

Ng Back Teng

Ng Hung Seh


We, Ng Back Teng and Ng Hung Seh, being two of the directors of Astino Berhad, do hereby state that in the opinion of the directors, the financial statements set out on pages 29 to 68 give a true and fair view of the financial position of the Group and the Company as at 31 July 2015 and of their financial performance and cash flows for the financial year then ended in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 1965 in Malaysia.

In the opinion of the directors, the supplementary information set out on page 69 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 Disclosures Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants and the directive of Bursa Malaysia Securities Berhad.

Signed in accordance with a resolution of the directorsdated 30 November 2015

Ng Back Teng Ng Hung Seh

STATUTORY DECLARATION

I, Chua Phaik See, being the officer primarily responsible for the financial management of Astino Berhad, do solemnly and sincerely declare that the financial statements set out on pages 29 to 68 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 Chua Phaik See at Georgetown in the State of Penang on this 30 November 2015

Chua Phaik See

Before me

Nachatar Singh A/L Bhag SinghCommissioner for Oaths

STATEMENT BY DIRECTORS


INDEPENDENT AUDITORS’ REPORTTO The MeMBers Of asTiNO BerhaD

REPORT ON THE FINANCIAL STATEMENTS

We have audited the financial statements of Astino Berhad, which comprise the statements of financial position as at 31 July 2015 of the Group and the Company, and the statements of comprehensive income, statements of changes in equity and statements of cash flows of the Group and the Company for the financial year then ended, and a summary of significant accounting policies and other explanatory information, as set out on pages 29 to 68.

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 Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 1965 in Malaysia. The directors are also responsible for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

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

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

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

Opinion

In our opinion, the financial statements give a true and fair view of the financial position of the Group and the Company as at 31 July 2015 and of their financial performance and cash flows for the financial year then ended in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 1965 in Malaysia.

REPORT ON OTHER LEGAL AND REGULATORY REqUIREMENTS

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

(i) 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.

(ii) 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.

(iii) The audit 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 on page 69 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 Disclosures Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants (“the 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 Eddy Chan wai HunFirm No: AF 1018 Approval No: 2182/10/17(J)Chartered Accountants Chartered Accountant

Date: 30 November 2015

Penang

INDEPENDENT AUDITORS’ REPORTTO The MeMBers Of asTiNO BerhaD (CONT’D)


CONSOLIDATED STATEMENT OF FINANCIAL POSITIONas aT 31 JuLY 2015

2015 2014

Note RM RM

NON-CURRENT ASSETS

Property, plant and equipment 4 126,170,774 118,777,008

Investment properties 5 12,892,143 12,895,046

Investment in associate 7 1,468,944 1,491,411

Available-for-sale financial assets 8 150,000 181,500

Deferred tax assets 9 495,000 379,000

141,176,861 133,723,965

CURRENT ASSETS

Inventories 10 165,878,984 151,781,954

Receivables 11 70,141,637 81,817,054

Financial assets at fair value through profit or loss 12 0 24,995

Prepayments 13,488,552 9,918,363

Current tax assets 886,128 73,870

Cash and bank balances 13 28,983,889 42,583,594

279,379,190 286,199,830

CURRENT LIABILITIES

Payables 14 11,080,833 17,080,782

Loans and borrowings 15 115,937,760 111,027,780

Financial liabilities at fair value through profit or loss 12 14,985 635

Advance payments from customers 3,463,906 13,237,345

Current tax liabilities 668,000 2,075,912

131,165,484 143,422,454

NET CURRENT ASSETS 148,213,706 142,777,376

NON-CURRENT LIABILITIES

Deferred tax liabilities 9 4,568,900 5,017,000

Loans and borrowings 15 4,268,933 5,043,661

8,837,833 10,060,661

NET ASSETS 280,552,734 266,440,680

EQUITY

Share capital 16 137,058,982 68,529,500

Treasury shares 16 (31) (1,101,104)

Share premium 1,214,972 0

Fair value reserve (27,000) 4,500

Retained profits 142,305,811 199,007,784

TOTAL EQUITY 280,552,734 266,440,680

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


CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEfOr The fiNaNCiaL Year eNDeD 31 JuLY 2015

2015 2014

Note RM RM

Revenue 17 485,729,824 490,131,642

Cost of sales (410,325,319) (405,736,965)

Gross profit 75,404,505 84,394,677

Other income 2,380,119 3,974,707

Administrative and general expenses (29,174,956) (26,249,806)

Selling and distribution expenses (16,518,571) (17,567,880)

Finance costs 18 (5,377,839) (4,575,084)

Share of associate’s loss (22,467) (28,589)

Profit before tax 19 26,690,791 39,948,025

Tax expense 21 (6,886,459) (10,949,051)


Other comprehensive income:-

Item that may be reclassified subsequently to profit or loss:-

Loss on available-for-sale financial assets (31,500) (13,500)

Other comprehensive income for the financial year (31,500) (13,500)

Total comprehensive income for the financial year 19,772,832 28,985,474

Earnings per share:- 22

- Basic (sen) 7.22 10.68

- Diluted (sen) 7.22 10.68



CONSOLIDATED STATEMENT OF CHANGES IN EQUITYfOr The fiNaNCiaL Year eNDeD 31 JuLY 2015


Non-distributable Distributable

Share

capitalTreasury

sharesShare

premium

Fairvalue

reserveRetained

profitsTotal

equity

RM RM RM RM RM RM

Balance at 1 August 2013 68,529,500 (1,101,104) 0 18,000 177,718,580 245,164,976

Profit for the financial year 0 0 0 0 28,998,974 28,998,974

Loss on available-for-sale financial assets (representing other comprehensive income for

the financial year) 0 0 0 (13,500) 0 (13,500)

Total comprehensive income for the financial year 0 0 0 (13,500) 28,998,974 28,985,474

Dividend (representing total transactions with owners)

(Note 23) 0 0 0 0 (7,709,770) (7,709,770)

Balance at 31 July 2014 68,529,500 (1,101,104) 0 4,500 199,007,784 266,440,680

Profit for the financial year 0 0 0 0 19,804,332 19,804,332

Loss on available-for-sale financial assets (representing other comprehensive income for

the financial year) 0 0 0 (31,500) 0 (31,500)

Total comprehensive income for the financial year 0 0 0 (31,500) 19,804,332 19,772,832

Reissue of treasury shares 0 1,101,073 1,214,972 0 0 2,316,045

Bonus issue 68,529,482 0 0 0 (68,529,482) 0

Dividend (Note 23) 0 0 0 0 (7,976,823) (7,976,823)

Total transactions with owners 68,529,482 1,101,073 1,214,972 0 (76,506,305) (5,660,778)

Balance at 31 July 2015 137,058,982 (31) 1,214,972 (27,000) 142,305,811 280,552,734


CONSOLIDATED STATEMENT OF CASH FLOWSfOr The fiNaNCiaL Year eNDeD 31 JuLY 2015

2015 2014

RM RM

CASH FLOWS FROM OPERATING ACTIVITIES

Profit before tax 26,690,791 39,948,025

Adjustments for:-

Depreciation of investment properties 2,903 4,164

Depreciation of property, plant and equipment 8,724,731 8,041,556

Dividend income (4,500) (10,500)

Gain on disposal of investment properties 0 (92,054)

Gain on disposal of property, plant and equipment (129,080) (233,228)

Impairment loss on loans and receivables 2,172,669 395,506

Interest expense 5,377,839 4,575,084

Interest income (450,390) (397,980)

Inventories written down 12,444,279 10,121,045

Property, plant and equipment written off 8,501 11,997

Reversal of impairment loss on loans and receivables (446,247) (2,384,176)

Share of associate’s loss 22,467 28,589

Unrealised (gain)/loss on foreign exchange (243,191) 295,856

Unrealised loss/(gain) on financial instruments at fair value through profit or loss 14,985 (24,360)Operating profit before working capital changes 54,185,757 60,279,524Changes in:-

Inventories (26,541,309) 738,134

Receivables and prepayments 6,493,234 1,687,222

Payables and advance payments from customers (15,805,260) (3,352,460)

Financial instruments at fair value through profit or loss 24,360 (356,191)

Cash generated from operations 18,356,782 58,996,229

Tax paid (9,697,542) (8,723,788)

Tax refunded 26,813 2,275,921

Net cash from operating activities 8,686,053 52,548,362

CASH FLOWS FROM INVESTING ACTIVITIES

Acquisition of investment in associate 0 (1,520,000)

Dividend received 4,500 10,500

Interest received 450,390 397,980

Proceeds from disposal of investment properties 0 205,752

Proceeds from disposal of property, plant and equipment 165,639 243,804

Purchase of investment properties 0 (6,853,755)

Purchase of property, plant and equipment (16,163,557) (10,552,185)

Net cash used in investing activities (15,543,028) (18,067,904)



CONSOLIDATED STATEMENT OF CASH FLOWSfOr The fiNaNCiaL Year eNDeD 31 JuLY 2015 (CONT’D)


2015 2014

RM RM

CASH FLOWS FROM FINANCING ACTIVITIES

Dividend paid (7,976,823) (7,709,770)

Increase/(Decrease) in short-term loans and borrowings (net) 3,942,066 (9,724,295)

Interest paid (5,209,965) (4,829,119)

Reissue of treasury shares 2,316,045 0

Repayment of hire purchase obligations 0 (189,248)

Repayment of term loans (3,974,688) (3,708,008)

Term loan raised 4,000,000 0

Net cash used in financing activities (6,903,365) (26,160,440)

Effects of exchange rate changes on cash and cash equivalents 160,635 (42,568)

Net (decrease)/increase in cash and cash equivalents (13,599,705) 8,277,450

Cash and cash equivalents brought forward 42,583,594 34,306,144

Cash and cash equivalents carried forward 28,983,889 42,583,594


STATEMENT OF FINANCIAL POSITIONas aT 31 JuLY 2015

2015 2014

Note RM RM

NON-CURRENT ASSETS

Investments in subsidiaries 6 139,336,124 128,436,126

CURRENT ASSETS

Receivables 11 9,490,032 17,583,582

Prepayments 36,089 40,211

Current tax assets 53,928 73,870

Cash and bank balances 13 129,918 13,630

9,709,967 17,711,293

CURRENT LIABILITIES

Payables 14 5,167,344 390,133

5,167,344 390,133

NET CURRENT ASSETS 4,542,623 17,321,160

NET ASSETS 143,878,747 145,757,286

EQUITY

Share capital 16 137,058,982 68,529,500

Treasury shares 16 (31) (1,101,104)

Share premium 1,214,972 0

Retained profits 5,604,824 78,328,890

TOTAL EQUITY 143,878,747 145,757,286



STATEMENT OF COMPREHENSIVE INCOMEfOr The fiNaNCiaL Year eNDeD 31 JuLY 2015


2015 2014

Note RM RM

Revenue 17 6,750,140 80,615,614

Other income 8,382 5,501

Administrative and general expenses (2,983,118) (2,698,651)

Profit before tax 19 3,775,404 77,922,464

Tax income/(expense) 21 6,835 (2,283,007)


Other comprehensive income for the financial year 0 0

Total comprehensive income for the financial year 3,782,239 75,639,457


STATEMENT OF CHANGES IN EQUITYfOr The fiNaNCiaL Year eNDeD 31 JuLY 2015

Non-distributable Distributable

Sharecapital

Treasury shares

Share premium

Retainedprofits

Totalequity

RM RM RM RM RM

Balance at 1 August 2013 68,529,500 (1,101,104) 0 10,399,203 77,827,599

Profit (representing total comprehensive income) for the financial year 0 0 0 75,639,457 75,639,457

Dividend (representing total transactions with owners) (Note 23) 0 0 0 (7,709,770) (7,709,770)

Balance at 31 July 2014

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