milestones - malaysiastock.biz launched the final phase of signature tijani development ... 8...

SYMPHONY LIFE BERHAD 2016 ANNUAL REPORT 32

Milestones

1964Incorporated as a private limited company on 15 July 1964

1970sLaunched first township development in Klang Valley - the 350 acres Taman Midah, Cheras

1973Listed on Bursa Malaysia on 5 December 1973Built the tallest office/retail building in Kuala Lumpur - Campbell Complex

1975Developed the first condominium in Kuala Lumpur - Bolton Court

1980s - 1990sUnderwent an aggressive expansion and diversification plan into various businesses from food franchising and retailing to quarrying and liquid bulk terminal operationsAlso involved in financial services, systems integration, equipment trading, hotel and rental, manufacturing of cement activities, among others

1992Developed Bolton Industrial Park in Batu Caves

1996Built Hotel Midah in Kuala Lumpur

1997Completed the largest shopping mall in Langkawi Island - Langkawi Fair Shopping Complex

2000Launched mixed township development in Taman Tasik Prima, Puchong

2001Launched first high-end development, The Tijani, within the luxurious Bukit Tunku enclave in Kuala Lumpur

2006Underwent financial housekeeping with returned focus to property development

2007Ventured into Penang with the launch of Surin condominium in Tanjung Bungah

2010Launched first urban rejuvenation development 6Ceylon in the heart of Kuala LumpurLaunched the award winning mixed commercial development The Wharf Residence at Taman Tasik Prima, PuchongLaunched the final phase of signature Tijani development - Arata

2012Embarked on first build-then-sell development, Desiran Bayu in Taman Sri Rampai, Wangsa MajuLaunched Tijani Ukay, a high-end development bearing the signature Tijani trademark

2013Rebranded as Symphony Life Berhad

2014Completed Arata, 6Ceylon and Desiran BayuLaunched Star Residences in the heart of KL, Elevia Residences at Taman Tasik Prima and the award winning TWY@Mont KiaraVentured into first office development in Section 13, Petaling Jaya, Selangor

2015 - 2016Launched Tijani Raja Dewa, maiden project in Kota Bharu, located in one of the most sought after location in Kota BharuCompleted Towers 8, 18 and 28 of The Wharf ResidenceCompleted Tijani Ukay located in Ampang, Selangor


Tan sri nik mohamed bin nik yaacob

Independent Non-Executive Director

daTo’ roberT Teo keng Tuan


chin JiT Pyng

Non-Independent Non-Executive Director

Lee siew choong


Tan sri azman yahya

Non-Independent Executive Chairman

L R>

Board of Directors


Tan sri azman yahyaExecutive ChairmanNon-Independent Executive DirectorMalaysian, Age 52

JOINED THE BOARD• 23 June 2005

EDUCATION/QUALIFICATION• First class honours degree in Economics from the London School of Economics and Political Science• Member of the Institute of Chartered Accountants in England and Wales• Member of the Malaysian Institute of Accountants• Fellow of the Malaysian Institute of Banks

EXPERIENCE/PREVIOUS CAREER APPOINTMENTS• Appointed by the Government of Malaysia in 1998 to set-up and head Danaharta, the national asset management company and subsequently became its Chairman until 2003• Chairman of the Corporate Debt Restructuring Committee (CDRC) which was set-up by Bank Negara Malaysia to mediate and assist in the debt restructuring of viable companies until its closure in 2002• Investment banking with Amanah Merchant Bank• Finance with the Island & Peninsular Group• Auditing with KPMG in London

OTHER OFFICES/MEMBERSHIPS• Chairman of the Motorsports Association of Malaysia• Director of Sepang International Circuit• Member of Capital Market Advisory Group, Securities Commission• Member of the Special Economic Committee of the Prime Minister’s Department

PUBLIC COMPANIES DIRECTORSHIPS• Chairman of Ranhill Holdings Berhad• Director of Khazanah Nasional Berhad• Director of Ekuiti Nasional Berhad• Director of PLUS Expressways International Berhad• Director of Scomi Group Berhad • Director of AIA Group Limited

NUMBER OF BOARD MEETINGS ATTENDED IN THEFINANCIAL YEAR• All the six (6) meetings

Tan sri nik mohamed bin nik yaacob Independent Non-Executive DirectorChairman of the Remuneration CommitteeMember of the Audit CommitteeMember of the Nominating CommitteeMalaysian, Age 67

JOINED THE BOARD• 14 July 2005

EDUCATION/QUALIFICATION• Diploma in Mechanical Engineering• B.E. (Hons) Degree from Monash University• Master in Business Management from the Asian Institute of Management• Advanced Management Programme at Harvard University

EXPERIENCE/PREVIOUS CAREER APPOINTMENTS• Served as the Group Chief Executive of Sime Darby Berhad and on the Boards of the Sime Darby group of companies from 1993 until his retirement in June 2004• Previously the Chairman of the Advisory Council of National Science Centre and Chairman of the Board of UiTM• Served as a member of the INSEAD East Asian Council, National Council for Scientific Research and Development, Coordinating Council for the Public-Private Sectors in the Agricultural Sector, National Coordinating Committee on Emerging Multilateral Trade Issues and the Industrial Coordinating Council• Previously a representative for Malaysia in the Apec Business Advisory Council and the Asia-Europe Business Forum

OTHER OFFICE• Executive Director of Yayasan Kepimpinan Perdana (Perdana Leadership Foundation)

PUBLIC COMPANIES DIRECTORSHIPS• Director of Scomi Group Berhad• Director of Scomi Energy Services Berhad• Director of Guocoland (Malaysia) Berhad

NUMBER OF BOARD MEETINGS ATTENDED IN THE FINANCIAL YEAR• All the six (6) meetings

daTo’ roberT Teo keng Tuan Independent Non-Executive DirectorMember of the Audit CommitteeMember of the Nominating CommitteeMember of the Remuneration CommitteeMalaysian, Age 66

JOINED THE BOARD• 8 April 2004

EDUCATION/QUALIFICATION• Chartered Accountant • Member of the Malaysian Institute of Accountants • Fellow member of the Institute of Chartered Accountants in England and Wales

EXPERIENCE/PREVIOUS CAREER APPOINTMENTS• Presently the managing partner of RSM Malaysia (formerly known as RSM Robert Teo, Kuan & Co.), a professional public accounting firm, which is a member of RSM International• Approximately forty (40) years experience in taxation matters, specialised in corporate tax consultancy work in addition to audit and financial matters• Undertaken Special Administrator appointments by Pengurusan Danaharta Nasional Berhad for certain public listed companies • Involved in the restructuring of corporations including some of which are listed on the Bursa Malaysia Securities Berhad • Served as a director on the Board of Kejora Harta Bhd. from 2004 until its delisting in 2006

OTHER OFFICES/MEMBERSHIPS• Honourary Treasurer of the EU-Malaysia Chamber of Commerce & Industry• Vice Chairman of Malaysia Australia Business Council• Vice President of Malaysian-German Chamber of Commerce & Industry• Director of Malaysian Spanish Chamber of Commerce & Industry• Member of International Trade and Investment Committee of Malaysian International Chamber of Commerce & Industry


chin JiT Pyng Non-Independent Non-Executive DirectorMember of the Remuneration Committee Malaysian, Age 60

JOINED THE BOARD• 28 March 2001

EDUCATION/QUALIFICATION• Bachelor of Science Degree majoring in Computer Studies from Brighton Polytechnic, U.K.

EXPERIENCE/PREVIOUS CAREER APPOINTMENTS• Presently the Chief Executive of Silverlake Innovation Partners Sdn. Bhd.• Professionally engaged with IBM for more than thirteen (13) years and responsible for a number of strategic project implementations, including projects for the national telecommunications company as well as the biggest commercial bank in Malaysia gaining specifically, in-depth knowledge of electronic banking services and branch automation and generally, knowledge on the banking and finance applications software sector PUBLIC COMPANY DIRECTORSHIP• Director of PanGlobal Berhad


Lee siew choong Independent Non-Executive DirectorChairman of the Audit CommitteeChairman of the Nominating CommitteeMalaysian, Age 74

JOINED THE BOARD• 23 June 2005

EDUCATION/QUALIFICATION• Bachelor of Laws (Honours) Degree from Singapore• Called to the Malaysian Bar in 1968

EXPERIENCE/PREVIOUS CAREER APPOINTMENTS• From 1968 until 1984, practiced law under the name of Ariffin & Ooi, subsequently Rashid & Lee and finally in 2003 as Shahrizat Rashid & Lee

PUBLIC COMPANIES DIRECTORSHIPS• Director of KAF–Seagroatt & Campbell Berhad• Director of KAF Trustee Berhad• Director of KAF Investment Bank Berhad

NUMBER OF BOARD MEETINGS ATTENDED IN THE FINANCIAL YEAR• Five (5) out of the six (6) meetings

Notes:None of the Directors of the Company has any family relationship with any Director and/or Major Shareholder of the Company, nor any conflict of interest with the Company. They have not been convicted of any offences within the past ten (10) years other than traffic offences, if any.

Board of Directors’ Profiles


On the flipside, demand for houses remains healthy although house buyers continue to face difficulties in getting loans or the desired margins of financing, thus making owning a house still a distant dream for many. The after-effects of the crash in oil and commodity prices have also resulted in some potential buyers being more cautious about increasing their financial commitments, and thus postponing their purchases or upgrades to a later date.

In facing these challenges, the Group undertook various measures to trim down our overhead costs to remain competitive. From reducing staff numbers through natural attrition to reducing our footprint, we were successful in reducing our overheads by more than 25%. We will continue to focus on ways and means to trim more costs while maintaining our flexibility to beef up our operations, should the need arise in the future.

reView oF Fy2016For FY2016, the Group saw revenue fall by half to RM144.3 million from RM286.1 million in FY2015. This fall is mainly due to the lower sales of the completed units in three projects namely Arata, Tijani Ukay and Desiran Bayu. Profit After Tax decreased correspondingly by 76% to RM11.0 million from RM42.3 million previously, giving an earnings-per-share of 4.3 sen.

Cash and bank balances remained healthy at slightly above RM100 million and shareholders’ equity also maintained at just over RM580 million. Net Tangible Assets (“NTA”) per share (net of Treasury shares) was at RM1.89 as at 31 March 2016.

remaining Focused in The Face oF adVersiTyFY2016 proved to be another challenging year for the Group. From the increased cost of compliance to the various rules and guidelines to the shrinking of the market due to a squeeze in credit, the Group had to remain focused to ensure we continue to deliver on our promises.

On the supply side, the onerous regulations imposed on developers by the various state and local authorities and the resultant delays further eats into developers’ margins. These costs put added pressure on house prices resulting in developers, more often than not, being accused of profiteering when in actual fact, the opposite is true. The days of developers making large profits are well and truly over.

ProJecTs reView

own ProJecTs

Taman Tasik Prima, Puchong, selangor (“TTP”)

TTP is at the tail end of its development life with the completion of Tower 28 of The Wharf Residence. The sale of the penultimate phase, Elevia Residences, with a Gross Development Value (GDV) of RM130.0 million consisting of 34 units of 2 ½ storey villas and 128 units of apartments has also been encouraging with a total take-up rate of about 70%.

The construction of the planned final phase of The Wharf development ie The Wharf Mall and the last residential tower is behind schedule due to delays in obtaining the necessary approvals from the local authority mainly due to a 6-month freezing of approvals for development of service apartments since the beginning of 2016. We now expect to receive the relevant approvals and commence construction of The Wharf Mall before the end of the current financial year.

Tijani ukay, ampang, selangor

This low-density project in Ampang has over taken TTP as the biggest contributor to Group revenue in FY2016. Sales continue to remain slow mainly due to the difficulties that prospective buyers face in getting loans. The development was completed in October 2015. Our emphasis for this year is to double our efforts to sell the remaining units through targeted marketing drives and product enhancements.

Twy@mont kiara, kuala Lumpur

TWY@Mont Kiara, which is the first phase of our project at Mont Kiara, Kuala Lumpur, comprises of 484 units of furnished all-duplex condominiums. The GDV for this project is about RM430 million, and sales-to-date has been very encouraging, with a take-up rate of almost 90%.

We are completing the sub-structure works, and have awarded the super-structure construction job.

Tijani bukit Tunku, kuala Lumpur

Arata was the final phase in the Tijani Bukit Tunku series and was completed in FY2015. We managed to sell more units in FY2016 despite the current market conditions and the high price tag due to the large sizes of the units. We are targeting to sell the remaining units within the current financial year.

bandar amanjaya, sg. Petani, kedah

After a few years of inactivity due to regulatory approval issues, Bandar Amanjaya, our 1,500-acre township in Sungai Petani, registered a higher revenue and profit which were attributable to the launch of the latest phase comprising 417 units of single story terrace houses with a GDV of about RM70.0 million.

Chairman’s Message

Tijani Raja Dewa

Tijani Ukay

TWY@Mont Kiara


Chairman’s Message (Cont'd)

ProJecTs reView (conT'd)

JoinT VenTure ProJecTs

desiran bayu, sri rampai, kuala Lumpur

Desiran Bayu is our first Build-Then-Sell (“BTS”) project comprising 70 units of superlink terrace houses in the Sri Rampai area of Kuala Lumpur, with a GDV of about RM110 million. The project has been completed and about 70% of our units have been taken up.

We expect the remaining units to be fully sold in the current financial year.

Tijani raja dewa, kota bharu, kelantan

Tijani Raja Dewa, the 1st Phase of our joint-venture project in Kota Bharu, was launched in April 2015 and consists of 150 units of condominiums, 41 units of super-link terrace houses and 16 units of semi-detached houses with an estimated GDV of RM180 million.

Although sales of landed units have been very encouraging, however sales of condominiums have been sluggish. We shall focus our marketing efforts this year on the condominiums. Construction of the superstructure for this project is expected to commence soon and this will contribute positively to Group's revenue and profits in the coming years.

star residences, kLcc

Star Residences in the KLCC area, which is a 50:50 joint-venture development with UM Land Berhad with an expected GDV of close to RM3.0 billion, consist of 3 towers of luxury apartments and 5 blocks of signature retail spaces. This project is slated to be a major contributor to our earnings over the next few years.

Residential Tower 1 has seen a take up rate of more than 90%, and the recently launched Residential Tower 2 is about 40% sold. The Signature retail is about 50% taken up. The current unbilled sales for the project is around RM1.1 billion.

highLighTs oF The year

Several of the highlights for the year worth mentioning are:-

1 On 8 October 2015, the Group entered into a Development Agreement with Majlis Kebajikan dan Sukan Anggota-Anggota Kerajaan Malaysia (MAKSAK) to develop a parcel of land in Cheras measuring 13,595 square meters with an estimated GDV of RM600.0 million. The development will commence upon the completion of the new MAKSAK HQ in Putrajaya which will be constructed by Symphony Life as part of the arrangement.

2 During the financial year, we delivered vacant possession to the buyers of Towers 28 of The Wharf Residence, comprising 334 units of apartments. We also completed and handed over vacant possession to the buyers of our houses at Tijani Ukay, Ampang, Selangor.

3 We also successfully launched TWY@Mont Kiara and Elevia Residences in Taman Tasik Prima after much delay. These projects have shown strong take up rates that will contribute significantly to the Group’s future revenue and profits.

However, the year was not without its challenges:-

1 The freezing of approvals for service apartments in Selangor in early 2016 contributed to the delay in launching our Sunway project. We are still engaging with the relevant authorities to obtain approval to launch the project by the end of 2016.

2 Credit availability remains a thorn in the side of most property developers as more stringent credit evaluation by banks has made it more difficult for buyers with less than perfect credit scoring to obtain loans or their margins of financing. This situation, which is expected to remain for the foreseeable future, will inevitably affect most property developers.

3 The introduction of the GST last year has also seen the full impact on prices in general and has caused consumers to cut back on spending especially on non-essential and big value items. The impact on property developers is clearly felt in the rise in the cost of construction. For developers of residential units, the impact is greater as the tax cannot be passed on to the buyers resulting in a further squeeze on margins.

We believe that eventually the market will stabilise and reach an equilibrium that will allow developers to operate in a more stable and efficient manner.

corPoraTe sociaL resPonsibiLiTy

Despite the economic slowdown, the Group had another busy year in terms of CSR related activities which included financial contributions, fundraising, material donations, event sponsorship and training. Many of these initiatives were run either through the SymLife Sports Club or through specific training programmes organised by our training department. A detailed statement of all our CSR initiatives can be found on pages 28 to 31 in this Annual Report.

Desiran Bayu

Star Residences

Elevia Residences

TWY@Mont Kiara


Chairman’s Message (Cont'd)

whaT The FuTure hoLdsThe economy bore witness to one of the greatest falls in oil prices from the highs of USD100s to the lows of USD20s per barrel of crude oil within a relatively short period of time, and Malaysia, being dependent on oil revenues, bore the full brunt of this fall. With many industries dependent on oil revenues, the market for properties, especially in the higher end of the spectrum shrank dramatically. However more recently, prices have moved to around USD50 per barrel and this should augur well for the recovery in our economy.

We believe that there is still demand for housing and real estate in general especially in the affordable range. With the help of the government in terms of incentivising the construction of affordable housing, more households can own their own abode. With this in mind, the Group is focusing on several measures that will align it more in line with what the market wants. This includes reducing sizes of homes to increase affordability and using alternative materials and construction methods to reduce costs.

We have always believed that the softening of the property market is good in the long-run. We already see some benefits of the slowdown in the price expectation of landowners which are now more realistic. We will continue to look for opportunistic buying and joint ventures to create value for our own landbank and for future landbanking.

As an organisation, I am optimistic that the internal measures we have taken to make us a leaner, and more efficient organisation will increase our resilience to face future challenges.

FuTure Launches

We have several projects that are in various stages of approvals from the relevant authorities. We have engaged with the authorities as best as possible and look forward to introducing the following products in the near future.

1 union suites@sunway

This development is on a 2-acre piece of land adjacent to the Sunway South Quay development. Our product will consist of over 600 units of mainly small fully furnished apartments targeted for students, parents of students and investors due to its proximity to several established universities and medical centres in the Sunway vicinity. The estimated GDV is about RM400 million.

2 subang airport road, subang

This project is a joint venture arising from the purchase of a 3.2 acre piece of land from Kwasaland by the landowner and is adjacent to the huge RRI land development. The concept will be a mixed development with retail and residential components that is expected to do well due to its visibility along Jalan Lapangan Terbang Subang with an estimated GDV of about RM200 million.

3 mont kiara 2, kuala Lumpur

This project is the 2nd phase of TWY@Mont Kiara which sits on a 2.2 acre piece of land located across Jalan Segambut from TWY@Mont Kiara. The concept will be different from TWY@Mont Kiara but will continue to include innovative features that would differentiate our product in a very mature location. The estimated GDV is about RM400 million.

4 u10, shah alam

This joint venture project is located within a rapidly growing corridor along the Shah Alam-Batu Arang highway with notable developments such as Sunway Alam Suria, Cahaya SPK and Nusa Rhu in its immediate vicinity. The 25-acre development will be purely residential consisting of over 400 units of townhouses and terrace houses with an estimated GDV of more than RM300 million.

5 Tijani signal hill, kota kinabalu, sabah

This project was to be our maiden foray into Sabah but what transpired since we entered into a joint venture with the landowner was a series of frustrating obstacles that we had to manage, to get the necessary approvals. Within this time, the market in Kota Kinabalu has changed dramatically and despite eventually getting the final approval recently, we now have to relook at our product offering to ensure that we offer the right product at the right time and prices. The silver lining in this case is that the slow property market meant almost no new products were introduced into the market in the last couple of years resulting in some pent-up demand that can be tapped into if we are able to launch our product soon.

This project, which sits on a 10-acre piece of land on the prestigious Signal Hill, Kota Kinabalu, has an estimated GDV of RM450 million that consists of 2 tower blocks of luxury condominiums and 3-storey landed luxury villas.

a word oF aPPreciaTionI would like to record my appreciation to the Board of Directors whom, under the various functions and committees, has served and guided the Group in terms of corporate strategies, governance and risk.

The Audit Committee has played an exceptional role not only in its traditional function of audit and assurance but also as an invaluable resource centre from where the management can count on intellectual and professional advice on issues faced by the Group.

I also extend my appreciation to the hardworking staff of the Group whose dedication and perseverance have allowed us to achieve profitability despite the tough market conditions. I am committed to providing the staff with the most conducive working environment and competitive packages to ensure that the best are recruited in line with our aspiration of making Symphony Life the “Employer of Choice”.

Finally, to the shareholders of Symphony Life, we maintain our resolve to reward shareholders even in difficult times including the dividend we are proposing for your approval. I believe our efforts in streamlining and building a solid foundation for the Group will allow us to manage the challenging few years and prosper in the long-run.

Until next year, I humbly remain….

azman yahyaExecutive Chairman

Tijani Raja Dewa

Elevia Residences

Tijani Signal Hill Arata


Key Senior Management Management

Tan sri azman yahyaExecutive Chairman

koay beng hockFinancial Controller

yong yueT LanGeneral Manager, Commercial

azLina ozairDirector, Corporate Services

Tomy gohDirector, Human Resources & Administration

PameLa TanGeneral Manager, Sales Admin & Customer Relationship Management

chow Thai hingGeneral Manager, Project

JosePhine LimCompany Secretary

eddie LohManager, Internal Audit

angeLa ongGeneral Manager, Sales and Marketinghazurin harun

Chief Financial Officer

Aged 46, Hazurin graduated with a Bachelor of Arts (Honours) in Accounting from Sheffield Hallam University in 1994 and completed his Association of Chartered Certified Accountants (ACCA) examinations in 1995. He started his career as an auditor in Pricewaterhouse Coopers in 1996 and subsequently joined Pengurusan Danaharta Nasional Berhad in 1999 as an Operations Executive. In 2005, he joined Pembinaan BLT Sdn. Bhd., a company owned by the Minister of Finance Inc. as Financial Controller. He then joined the Group in 2006 as Chief Financial Officer. Hazurin is a Fellow of ACCA and a member of the Malaysian Institute of Accountants.

sTewarT TewChief Operating Officer

Aged 49, Stewart graduated with a Bachelor in Civil Engineering from Universiti Putra Malaysia (UPM). He was a past winner of the Institute of Engineers Malaysia Gold Medal Award. He brings with him 26 years of working experience in property development. Prior to joining the Group, Stewart was attached to Guocoland (M) Sdn. Bhd. for 17 years where he was involved in senior management’s role in project development and sales & marketing. He subsequently joined WCT Land Sdn. Bhd. as General Manager, Marketing & Sales. He joined the Group in 2013 and presently oversees the Group’s Sales & Marketing and Customer Relationship Management departments.

michaeL buChief Operating Officer, Project

Aged 57, Michael graduated with a Bachelor of Science in Civil Engineering from Louisiana State University, USA. Michael served as Chief Operating Officer of Engineering & Construction at Malaysian Resources Corporation Berhad (MRCB). Prior to joining MRCB, he was the Senior General Manager of Property at Putrajaya Perdana Bhd. He has more than 30 years of experience in construction and development projects. Michael is also a Green Building Index (GBI) accredited facilitator. His involvement in development covers overall conceptualisation, sales, administration and completion of large mixed development projects as well as management and maintenance of residential and commercial buildings. His current portfolio includes project planning, development and implementation, contract management as well as managing and administering projects undertaken by the Group.


Corporate Information Group Corporate StructurePrincipal Subsidiaries and Jointly Controlled Entities As at 31 March 2016

board oF direcTorsTan sri mohamed azman bin yahya Non-Independent Executive Chairman

Tan sri nik mohamed bin nik yaacob Independent Non-Executive Director

dato’ robert Teo keng Tuan Independent Non-Executive Director

chin Jit Pyng Non-Independent Non-Executive Director

Lee siew choong Independent Non-Executive Director

ProPerTy deVeLoPmenT and inVesTmenTBrilliant Armada Sdn. Bhd. 51%Dexview Sdn. Bhd. 50% + 1 SHAREGLM Property Development Sdn. Bhd. 100%Keat Ann Realty Sdn. Bhd. 100%Kejora Harta Bhd. 100%Kejora Harta Development Sdn. Bhd. 100%Kejora Harta Properties Sdn. Bhd. 100%Ketapang Realty Sdn. Bhd. 100%Midah Istimewa Sdn. Bhd. 100%Prestige Capital Sdn. Bhd. 100%Prima Nova Harta Development Sdn. Bhd. 100%Prima Panorama (M) Sdn. Bhd. 100%Senawang Mewah Sdn. Bhd. 100%Symphony Crescent Sdn. Bhd. 100%Tijani (Bukit Tunku) Sdn. Bhd. 100%TWY Development Sdn. Bhd. 100%Vistayu Sdn. Bhd. 55%Vital Capacity Sdn. Bhd. 51%51G Development Sdn. Bhd. 50% + 1 SHAREAlpine Return Sdn. Bhd. 50%Alpine Land Sdn. Bhd. 50%

Quarrying and consTrucTionKenneison Brothers Construction Sdn. Bhd. 100%

ProPerTy managemenTGoldenprop Management Sdn. Bhd. 100%Langkawi Fair Sdn. Bhd. 100%Midah Jaya Realty Sdn. Bhd. 100%Symphony Sales and Marketing Sdn. Bhd. 100%Symphony Assets Management Sdn. Bhd. 100%Symphony Projects Management Sdn. Bhd. 100%

inVesTmenT hoLdingsSymphony Estates Sdn. Bhd. 100%Cahadinar Sdn. Bhd. 100%Kenneison Brothers Sdn. Bhd. 100%Majestic Focus Sdn. Bhd. 100%

audiT commiTTeeLee Siew Choong (Chairman) Tan Sri Nik Mohamed bin Nik Yaacob Dato’ Robert Teo Keng Tuan

secreTariesLim Seng Yon (MAICSA 0815774) Alan Chan Chee Ming (LS 0009838)

audiTorsmessrs. ernst & young (aF no. : 0039) Chartered Accountants Level 23A, Menara Milenium Jalan Damanlela Pusat Bandar Damansara 50490 Kuala Lumpur Tel : (03) 7495 8000 Fax : (03) 2095 5332

share regisTrarsymphony share registrars sdn. bhd. (378993-d) Level 6, Symphony House Pusat Dagangan Dana 1 Jalan PJU 1A/46 47301 Petaling Jaya Selangor Darul Ehsan Tel : (03) 7849 0777 Fax : (03) 7841 8151/8152

PrinciPaL bankersAffin Bank Berhad Bank Islam Malaysia Berhad OCBC Bank (Malaysia) Berhad Public Bank Berhad

regisTered oFFiceLevel 9, Symphony House Dana 1 Commercial Centre Jalan PJU 1A/46 47301 Petaling Jaya Selangor Darul Ehsan Tel : (03) 7844 6888 Fax : (03) 7844 6868

business addressLevel 9, Symphony House Dana 1 Commercial Centre Jalan PJU 1A/46 47301 Petaling Jaya Selangor Darul Ehsan Tel : (03) 7844 6888 Fax : (03) 7844 6868 Website : www.symphonylife.my

sTock eXchange LisTingmain market of bursa malaysia securities berhad Stock Code : SYMLIFE Stock No. : 1538

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Five-year Financial Performance

2016rm’000

2015RM’000

(Restated)

2014RM’000

(Restated)

2013RM’000

(Restated)

2012RM’000

(Restated)

Revenue 144,279 286,121 392,358 408,073 342,303

Profit before tax 17,581 54,550 65,559 111,118 62,783

Profit after taxation attributable to shareholders of the Company 13,194 43,910 52,340 87,478 48,322

Total assets 1,135,355 1,125,712 1,091,011 1,058,625 796,440

Shareholders’ funds 583,906 584,827 549,789 498,076 438,531

Paid-up capital 310,000 310,000 310,000 310,000 310,000

Earning per share (sen) 4.68 15.57 19.03 32.95 18.62

Gross dividend per share (sen) - Interim - Final

–2.00

–5.00

–4.00

– 8.75

4.13–

Net dividend proposed/paid 6,192 14,098 11,282 17,924 11,359

Return on shareholders’ funds (%) 2.26 7.51 9.52 17.56 11.02

Dividend cover 2.13 3.11 4.64 4.88 4.25

Net assets per share (RM) 2.07 2.07 1.95 1.85 1.70

[1] Based on the interim dividend-in-specie of 1 treasury share for every 20 Symlife shares on 18 July 2012 (closing price of the Company as at 18 July 2012 was RM0.825)

[2] Based on the final dividend of 3 sen (less 25% taxation) and dividend-in-specie of 1 treasury share for every 20 Symlife shares (closing share price of the Company as at 31 July 2013 was RM1.15)

[3] Based on the final dividend of 3 sen (less 25% taxation) amounted to approximately RM6.045 million and the dividend-in-specie amounted to approximately RM11.879 million

Prior years adjustments

On 18 March 1996, Symphony Life Berhad had signed a non-cancellable lease arrangement on its freehold land in Cheras with Makro Cash & Carry Distribution (M) Sdn. Bhd., which has since been taken over by Tesco Stores (Malaysia) Sdn. Bhd., for a lease period of 30 years for an upfront rental income of RM35 million, with an option to renew for another 30 years at the prevailing market rate. This lease rental was previously recognised on a receipt basis instead of on a straight line basis. As a result, certain adjustments were made retrospectively to the financial statements of prior year to be consistent with the current year presentation. Kindly refer Note 47 to the financial statements for further detail.

REVENUE RM’000

2016 144,2792015 286,1212014 392,3582013 408,0732012 342,303

PROFIT BEFORE TAX RM’000

2016 17,5812015 54,5502014 65,5592013 111,1182012 62,783

TOTAL ASSETS RM’000

2016 1,135,3552015 1,125,7122014 1,091,0112013 1,058,6252012 796,440

NET ASSETS PER SHARE RM’000

2016 2.072015 2.072014 1.952013 1.852012 1.70

[2]

[3]

[1]


Statement on Corporate Social Responsibilityfor the financial year ended 31 March 2016

Symphony Life Berhad (“SYMLIFE”) strives at being a nurturing Corporate Citizen; it is demonstrated through our consistent and caring Corporate Social Responsibility (“CSR”) activities. We make it our business to strike a good balance in all that we do for our people and the community at large. We work at instilling the importance of giving back to the community and the environment that we live and work in.

For the financial year ended 31 March 2016, Symphony Life pursued the 4 Core Initiatives that encompass Human Capital Development, People Welfare, Communication and Engagement and Community Service.

human caPiTaL deVeLoPmenTTraining and deVeLoPmenT – sTrengThening The organisaTion

At SymLife, employees are our assets and we recognize employees’ need for continual development in order to remain relevant, grow in their roles and be effective in a rapidly changing and demanding environment. In order to achieve this, we have ensured that training and development opportunities are accessible to everyone.

In addition to that, to encourage employees to attend training, training and development requirements are included as one of their Key Performance Index (KPI) and forms part of each employee’s Balanced Scorecard. Besides catering and conducting training programmes based on the required competencies stated in the Corporate Scorecard, employees are also given the discretion to select programmes that they wish to attend to further enhance the competency which they think they require.

For FY2016, SymLife invested approximately RM70,000 on developing comprehensive training courses for all job levels to further enhance the skill sets and knowledge of the staff. These programmes range from job-related technical training to soft skills, leadership, management and administrative courses.

A total of 52 internal and external courses were organized by SymLife encompassing both functional training as well as soft skills training as we continue to progress in becoming a learning organisation.

new hire orienTaTion Programme

SymLife’s New Hire Orientation programme gives our new employees a one and a half day experience of getting to know the organisation they work for and helps them understand what they should expect from the organisation. This programme gives them a general overview of the Group’s Vision, Mission, and Core Values as well as the Group’s aspirations, its corporate culture and who makes up the organisation.

emPLoyee aPPreciaTion awards

SymLife recognises that any accomplishments it achieves are due in part to the hard work and dedication of its employees. During the year under review, Long Service Awards were given to its employees during the company’s Annual Dinner to recognise the value of loyal and dedicated long-serving employees. Awards were given to employees who have served the company for 5, 10 and 20 years.

workForce weLL-beingIn an effort to promote a fun, healthy and conducive working environment, SymLife Sports Club and Symphony Life Safety & Health Committee carried out a range of interactive activities for the members to engage with one another, as well as raise awareness on community matters. For the financial year ended 31 March 2016, below are the activities that were organised:-

heaLTh screening Programme

A second consecutive health screening session was held at SymLife’s Sales Gallery on 23 October 2015. The full day event was jointly organized with the National Kidney Foundation (NKF). The purpose of the programme was to encourage early detection and prevention of kidney diseases. NKF’s medical team conducted the screening by running several tests. Since its introduction two years ago, this programme has been a success based on the good turnout. This platform provides invaluable service to the employees and the general public, and helps raise awareness about the importance of leading a healthy lifestyle and keeping a tab on one’s health condition.

FamiLy day

This annual activity was the most popular event on the calendar. On this day, employees enjoyed a fun-filled day packed with activities for the whole family at a chosen destination. On 5 December 2015, over 200 employees and their families headed to the Waterworld@i-City in Shah Alam. Everyone took advantage of the fine weather to swim and try out the rides at the park and participated in the games organised for the day.

bLood donaTion camPaign

Symphony Life Safety and Health Committee (SLSHC) carried out its yearly blood donation drive together with Pusat Darah Negara (PDN) on 15 December 2015 at SymLife’s Sales Gallery. The one-day event attracted droves of donors determined to do a good cause and help save lives. Bravo, to these kindhearted donors! Despite the long wait, the participants waited patiently for their turns. The medical team handled the blood transfusion process seamlessly. Over one hundred blood bags were collected at the end of the day, much to the delight of everyone who made the event possible!

annuaL dinner

On 6 June 2015, SymLife held its 50th Anniversary Staff Dinner at One World Hotel, Bandar Utama. The event was attended by the Executive Chairman, the Board of Directors as well as all of its employees. Everyone were entertained by performances and were served with a sumptuous dinner. Lucky draws and Employee Appreciation Awards were also presented to recognize employees who excelled and served the company for 5, 10 and 20 years.


communicaTionemPLoyee engagemenT surVey

The Employee Engagement Survey is conducted on a yearly basis to gauge the engagement level of employees at SymLife. The Employee Engagement Survey explores the relationship between organisational practices, communication, work-life balance, leadership, work, discretionary effort and employee engagement. It also serves as a platform for all employees to provide important feedback to senior management on areas that are progressing well and those, which require further improvement.

For the year under review, SymLife continued to perform satisfactorily with an engagement score of about 80%. The high engagement score is a reflection of the company’s commitment to listen and address the employees’ feedback.

inTernaL communicaTion

In an effort to keep the employees engaged with the latest updates of the company’s news and events, initiatives such as ‘Industry Update’ and ‘Snapshots of Events’ were being introduced. These updates are shared and circulated to all staff via email on a weekly basis.

The company’s intranet is also used as a medium to communicate and announce on any progress and updates involving the employees of the Group as well as distribute information to employees on an as-needed basis. There is also a ‘Resource Centre’ in the company’s intranet to enable employees to access the relevant procedures of the company.

These internal communication medium is important to ensure all employees are well informed of the current developments in the property market as well as the company’s latest activities with internal or external parties. It also serves as a boundless sharing platform to unite all employees across all department and divisions and ensures that employees are all aligned with the Group’s objectives and procedures.

communiTy Programmes The Customer Relationship Management (“CRM”) department organised a number of CSR initiatives for the community.

enhancemenT oF The cLock Tower roundabouT in koTa bharu

This is the most prominent and visible landmark in Kota Bharu that connects the capital’s three major roads - Jalan Hospital, Jalan Ibrahim and Jalan Temenggong - a stone’s throw away from SymLife’s Tijani Raja Dewa development. The enhancement of the roundabout was a joint effort between SymLife and Majlis Perbandaran Kota Bharu. In September 2015, a lighted signboard was erected, depicting “Kota Bharu Bandar Raya Islam”. It complemented the outlook of the unique roundabout that features an artistic clock tower and olive trees. The façade is absolutely stunning at night and is one of the main tourist attractions in Kota Bharu.

Tennis TournamenT sPonsorshiP

SymLife sponsored the Symphony Life Kelantan Close 2015, singles and doubles tennis championship held at the Tennis Centre, Jabatan Pendidikan Negeri, Kelantan in May and July 2015 respectively. Young talents from clubs within Kota Bharu participated in this tournament. The sponsorship was channeled through Persatuan Tenis Kelantan, which aims to encourage and boost budding tennis players to further hone their skills and consistently improve their performance.

care Package and hosPiTaL donaTions

On 25 April 2015, Tan Sri Azman Yahya, Executive Chairman of SymLife together with the SymLife and hospital teams made their rounds at the Pediatric Ward of Hospital Raja Perempuan Zainab II (also known as the General Hospital of Kota Bharu). Tan Sri Azman handed out Care Packages to children, who were undergoing treatment at the hospital. Each package contained toiletries and other useful daily necessities. Tan Sri Azman spent time speaking with the patients and their families.

During the visit, Tan Sri Azman also presented SymLife’s donation of electrical appliances and furniture to the Pediatric Ward for the benefit of the hospital patients and visitors. The air conditioning units and electrical fans were to replace the old and obsolete models. In addition, storage cupboards, reclining chairs, benches, shoe racks and chairs at the nurses’ workstations were substitutes for similar items the hospital had lost during the major floods that hit Kelantan in late December 2014 and early 2015.

ramadhan donaTion Programme

In conjunction with the holy month of Ramadhan, SymLife participated in the Ramadhan Donation Programme 2015 organised by Project MADE (Making A Difference Everywhere). 100 prayer packages containing prayer mats, telekung and sarung were distributed to needy families in Sungai Buloh and Batang Berjuntai, Selangor on 11 and 13 June 2015, respectively.

chariTy home VisiT

On 18 August 2015, the CRM department visited Rumah Kasih Nurul Hasanah in Ukay Heights, Ampang, situated close to SymLife’s Tijani Ukay development. The home was in need of provisions, toiletries and medical supplies for the children’s daily consumption. The home began operations in April 2012, and houses 160 orphans from the ages of 5 months to 17 years. These underprivileged children come from all over Malaysia and are housed at this home run by Puan Shidah and her capable team.

conTribuTion To oLd FoLks home

On 29 March 2016, the CRM department made their way to Victory Home for the elders in Taman Kinrara in Puchong with lunch packs, medical supplies and their main contribution - a water purifier that would ensure clean and safe drinking water for the home.

Over sixty people live in this new, clean and spacious environment in comparison to the earlier premises, which was small and overcrowded. Mr. Loo, together with his committed, caring and understanding team, runs this home. It has a very friendly and happy atmosphere.

After spending some quality time with the elders , listening to their stories, the CRM team bid their farewells and assured the elders that they would be back that way again.

Statement on Corporate Social Responsibility (Cont'd)for the financial year ended 31 March 2016


Group Corporate CalendarFY2015/2016

aPriL 2015• The Group unveiled their latest project, Tijani Raja Dewa,

which is located in the area of Raja Dewa, Kota Bharu Kelantan. This low density development measuring approximately 7.4 acres with the concept of an elevated luxurious living. This low density development features 3- storey semi-detached homes, 3-storey superlink terrace homes and condominium units which evoke contemporary ambiance that meets traditional values.

Present for the ceremony was the Kelantan Chief Minister, YAB Ustaz Dato’ Hj Ahmad bin Yaakob accompanied by Dexview Sdn Bhd's Executive Chairman, Tan Sri Azman Yahya.

• Secretaries Week Workshop 2015 was organised for the secretaries and admin coordinators in the Group to enrich and add value to their job scope.

may 2015• MAPEX exhibition in Kota Bharu Mall, Kelantan.

• Symphony Life Kelantan Close 2015 Tennis Tournament sponsored by the Group.

• Co-branding private event with MINI Malaysia at one of the Group’s sales gallery at TWY@Mont Kiara.

• Taman Tasik Prima and Desiran Bayu’s 50th Anniversary Campaign kick-start. The Group offered attractive promotion for the buyers.

June 2015• Handover ceremony for Tower 8 and 18 of The Wharf

Residence in Taman Tasik Prima, the Group’s lakefront commercial development in Puchong, Selangor.

• Handover ceremony for Desiran Bayu, the Group’s 3-storey terrace houses located in a highly strategic location in the heart of Kuala Lumpur city centre.

• The Group’s CSR project for Ramadhan Prayer Kit Sponsorship at SK Seri Pristina, Sg Buloh, Rantau Panjang, and Bestari Jaya. The prayer kits consisted of telekung, sejadah and kain pelekat for the students to perform their prayers during the fasting month.

• The company held the 50th Anniversary dinner exclusively for all the employees on 6 June 2015 at One World Hotel, Bandar Utama. Guests were entertained by special performances by Donna Daniels and table games. Staff also received amazing and exciting lucky draw prizes such as gold bar, iPad, digital camera, television and many more.

JuLy 2015• The Group showcased their property offering in a series

of roadshows around Sibu and Miri in Sarawak and Kota Kinabalu, Sabah.

• Festive Mini Bazaar was held in the Group’s Headquarters in Dana 1, Petaling Jaya. The main objective was to collect donations for selected orphanage houses in Petaling Jaya and the program was one of Symphony Life’s CSR activities.

augusT 2015• Symphony Life on 12 August 2015 announced the first and

final single-tier dividend of 5.0 sen per ordinary share for the financial year ended 31 March 2015.

• Under the CSR initiative, the Group joined effort with Majlis Perbandaran Kota Bharu to enhance the Clock Tower roundabout which was the most prominent and visible landmark in Kota Bharu that connects the capital's three major roads.

• Festive visit to Rumah Kasih Nurul Hasanah to distribute Festive Pack and donation to the orphanage. The festive pack consisted of dry food supply such as rice and cooking oil for the home during festive season. Rumah Kasih provides a home for orphans, single mother and underprivileged children.

sePTember 2015• Symphony Life’s 52nd Annual General Meeting was held

at Glenmarie Golf & Country Club in Shah Alam on 9 September 2015. All resolutions were duly approved by the shareholders of the Company.

• The Group showcased their property offering in a series of roadshows around Kerteh and Kuala Terengganu in Terengganu and also in Kuantan, Pahang.

ocTober 2015• The Group entered into a Development Agreement with

Majlis Kebajikan dan Sukan Anggota-Anggota Kerajaan Malaysia (MAKSAK) to develop a parcel of leasehold land measuring approximately 13,595 square metres held under PN 22976, Lot 51867, Mukim and District of Kuala Lumpur, for a total consideration of RM100.081 million.

• The Group showcased their property offering in a series of roadshows in Klang Valley such as Mapex in Midvalley Megamall; Publika, Mont Kiara; Bumiputera Roadshow in SACC Mall, Shah Alam and in Ampang Park, Ampang.

noVember 2015• On the Proposed Acquisition of a parcel of commercial

leasehold land measuring approximately 2.27 acres forming part of the master title held under PN 24318, Lot 63977, together with an adjacent land measuring approximately 0.68 acres located in Pekan Penaga, District of Petaling, Selangor Darul Ehsan, for a total cash consideration of RM58.2 million.

Symphony Crescent Sdn. Bhd. and Mr. Ow Chee Cheoon together with Mr. Ng Kit Heng have mutually agreed to extend the conditional period of the Sale and Purchase Agreement for a period of 6 months to expire on 26 May 2016.

• Symphony Life’s year end campaign kick-start with the theme “Your Home is Waiting”. It offers attractive rebates, vouchers on selected properties and also Honda HRV giveaway upon vacant possession.

december 2015• Symphony Life was listed in The Top 30 The Edge

Malaysia Top Property Developers Awards 2015. It was a commendable achievement for the Group despite the soft property market and economic slowdown.

• Symphony Life’s property exhibition was held in BPEX Midvalley Megamall, the largest Bumiputera Properties Exhibition in Malaysia.

• Family Retreat to Waterworld@i-City, Shah Alam. One day of fun in the sun and exciting activities with all staff and family members. Organised by SymLife Sports Club (SSC), it is an annual family retreat especially for staff.

January 2016• Symphony Life staff savored a Dim Sum feast sponsored

by SSC. It was a good bonding and interaction session among staff and management.

February 2016• A group of privileged customers from Tijani Ukay and

Arata enjoyed Diana Krall WallFlower Performance at the Malaysian Philharmonic Orchestra (MPO) on 15 February 2016.

• In the spirit of Chinese New Year celebration, SSC organised a Chinese New Year celebration at Holiday Inn, Kuala Lumpur on 26 February 2016. They were served with scrumptious dinner while being entertained by plenty of activities such as lucky draw, birthday bash celebration and live band performance.

march 2016• Symphony Life paid a visit to Victory Old Folks Home in

Puchong, Selangor and gave out some contribution for the residents’ welfare and treated them to a lunch session co-sponsored by SSC.

SYMPHONY LIFE BERHAD 2016 ANNUAL REPORT SYMPHONY LIFE BERHAD 2016 ANNUAL REPORT36 3736

Statement on Corporate Governance

Throughout the years, Symphony Life Berhad (”the company” or “symLife”) and its Board of Directors (”the board”) have been resolute in ensuring that the Company and its subsidiaries’ (“group”) business and affairs strictly adhere to the doctrine and principles of good corporate governance such as integrity, transparency, accountability and responsible business conduct.

The Group’s corporate governance framework is built on the following requirements and guidelines:

• the Companies Act, 1965;

• the principles and recommendations of the Malaysian Code on Corporate Governance 2012 (“mccg 2012”) issued by the Securities Commission of Malaysia; and

• the corporate governance requirements of the Main Market Listing Requirements (“mmLr”) of Bursa Malaysia Berhad (“bursa malaysia”).

This Corporate Governance Statement sets out the manner in which the Group has applied its corporate governance framework, in particular, the principles and recommendations of the MCCG 2012 during the financial year ended 31 March 2016. The Board believes that it has in all material aspects complied with the principles and recommendations outlined in the MCCG 2012, except otherwise stated.

1 esTabLish cLear roLes and resPonsibiLiTies SymLife is helmed and managed by an experienced Board with a wide range of expertise to address and manage the

complexities of the Group’s operations. This broad spectrum of skills and experience ensures the Group is under the guidance of an accountable and competent Board.

1.1 clear Functions reserved for the board and delegated to the management

The Board’s role is to control and provide stewardship of the Group’s business and affairs on behalf of shareholders.

Board Reserved Matters which are expressly set out in the Board Charter and Limits of Authority (“Loa”) documents, ensure that matters of strategic importance or having material impact are escalated to the Board for deliberation and approval.

The Board has delegated to the Executive Chairman the day-to-day management of the Group. The LOA sets out the specific approval thresholds for management decisions and it is regularly reviewed to reflect the dynamic changes within the Group. Any changes to the LOA will require Board’s approval.

1.2 clear roles and responsibility

The Board assumes the following principal roles and responsibilities:

(i) Review and approve annual corporate plan, which includes the overall corporate strategy, operational plan, marketing plan, human resources plan, financial plan and budget, and risk management plan;

(ii) Oversees the conduct of the business and to evaluate whether the business is being properly managed;

(iii) Identify principal risks affecting the Group’s business and ensure the implementation of appropriate systems to monitor and manage these risks;

(iv) Review the adequacy and integrity of internal control systems including systems for compliance with applicable laws, regulations, rules, directives and guidelines; and

(v) Review and approve financial statements.

In discharging their duties, the Board is assisted by the Board Committees which are the Audit Committee, the Nominating Committee and the Remuneration Committee. The Board Committees are responsible to review specific areas within their terms of reference and make the necessary recommendations to the Board which retains ultimate responsibility. The activities of the Board Committees are further explained in this Statement.

1.3 Formalised ethical standards through code of conducts

The Group has in place a Code of Conduct that is applicable to all staff and Directors of the Group. The code is essentially a set of rules to govern the standards of good conduct and ethics within the Group and in the Group’s relationship with external parties in upholding and preserving the good name of the Group.

1.4 strategies Promoting sustainability

The Group continues to operate in a sustainable manner and seeks to contribute positively to the well-being of stakeholders. Particular attention was given to the environment, social and governance aspects of the business which underpin sustainability.

The Group’s corporate social responsibility activities are set out in the Corporate Social Responsibility Statement of this Annual Report.

1.5 access to information and advice

The Board has full and timely access to complete information pertaining to the Group’s state of affairs, with all relevant supporting financial and non-financial information.

All Directors are given ample notice for each Board meeting and are provided with the agendas and a set of Board papers. These papers contain relevant and material information prior to each meeting so that the Board is accorded sufficient time to appraise the proposals or information. The Board is able to seek further information and clarification from the Management at all times in order to make informed decisions.

The Management conducts detailed briefings at the meetings and where necessary, professional and independent opinions are also made available to the Directors either in the form of written opinions or the physical presence of the professionals, by invitation, at the meetings to field queries by the Directors. This ensures that the Directors have comprehensive understanding of the issues deliberated at the meetings.

Minutes of every Board meetings are circulated to each Director prior to the confirmation of the minutes at the following Board meeting. The Board also receives minutes of Board Committees’ meetings and are briefed on the issues raised at the respective Committees’ meetings to ensure that all Directors are kept informed of the Committees’ activities.

1.6 QualifiedandCompetentCompanySecretaries

All Directors have unrestricted access to the advice and services of the Company Secretaries to enable them to discharge their duties effectively. The Company Secretaries, who are all qualified, experienced and competent, advises the Board on updates relating to new statutory and regulatory requirements pertaining to the duties and responsibilities of the Directors, their impact and implication to the Company, including fiduciary duties and responsibilities.

The Company Secretaries organises and attends all Board and Board Committee meetings and ensures meetings are properly convened. Accurate and proper records of the proceedings and resolutions passed are maintained accordingly at the registered office of the Company and made available for inspection, if required.

1.7 Periodic review and Publication of board charter

The Board Charter which was established and approved by the Board on 17 November 2012, clearly sets out the roles, functions, composition, operation and processes of the Board.

The objectives of the Board Charter are to ensure that all Board members are aware of their duties and responsibilities as Board members, the various legislations and regulations affecting their conduct and that the highest standards of Corporate Governance are applied in all dealings by the Board Members individually and/or collectively on behalf of the Company.

The Board Charter is reviewed periodically to ensure that any updates on the relevant laws and regulations are duly incorporated.

Please visit the website on Board Charter at www.symphonylife.my.

1.8 whistle blowing Policy

As part of its commitment to uphold the highest standards of ethics, integrity and accountability, the Group also has in place a Whistle Blowing Policy. This is essentially a mechanism to enable the employees and members of the Board to disclose internally any serious malpractice or misconduct without fear of reprisal. This policy provides a safe and acceptable platform for employees and other members of the Group to channel their concerns about illegal, unethical or improper business conduct affecting the Group and its employees.


2 sTrengThen comPosiTion

2.1 establishment of nominating committee

The Nominating Committee was established by the Board with the responsibility of overseeing the selection and assessment of Directors.

composition of the nominating committee

The Nominating Committee shall be appointed by the Board of Directors from among their number and shall be composed of not fewer than two (2) members of whom:

(a) all are Non-Executive Directors; and

(b) majority are Independent Directors.

The members of the Committee shall elect a Chairman from among their number and the quorum for any meeting of the Committee shall be two (2).

If a member of the Committee resigns, dies or for any other reason ceases to be a member, resulting in Independent Directors comprising less than the majority of the members or the number of members being reduced to below two (2), the Board of Directors shall, within three (3) months of that event, appoint such number of new members as may be required to comply with the requirement that Independent Directors constitute a majority of the members or to make up the minimum number of two (2) members, as the case may be.

duties and responsibilities of the nominating committee

(i) To consider and recommend to the Board, suitably qualified candidates for directorships proposed by any Director or shareholder for appointment and the re-appointment/re-election of Directors to the Board;

(ii) To assess and recommend to the Board, Directors to fill the seats on Board’s Committees;

(iii) To annually assess the effectiveness of the Board as a whole, the Committees of the Board, and assessing the contribution of each individual Director, including Independent Non-Executive Directors;

(iv) To review annually and recommend to the Board with regard to the structure, size, tenure, directorships, balance and composition of the Board and Committees including the required mix of skills and experience, core competencies and gender diversity which the Directors should bring to the Board and other qualities to function effectively and efficiently; and

(v) To ensure that all Directors receive orientation and appropriate continuous training programmes in order to broaden their perspective and to keep abreast with developments in the market place and with changes in new statutory and regulatory requirements.

nominating committee meetings

(i) The Committee may regulate its own procedure and in particular the calling of meetings, the notice to be given of such meetings, the proceedings thereat, the keeping of minutes and the custody, production and inspection of such minutes.

(ii) A resolution in writing signed by all members in lieu of convening a formal meeting shall be as valid and effectual as if it had been passed at a meeting of the Committee duly convened and held. Any such resolutions may consist of several documents in like form, each signed by one or more members.

The Nominating Committee meets as and when necessary.

nominating committee members

The current Nominating Committee members are as follows:

Mr. Peter Lee Siew Choong (Chairman) Independent Non-Executive Director

Tan Sri Nik Mohamed bin Nik Yaacob Independent Non-Executive Director

Dato’ Robert Teo Keng Tuan Independent Non-Executive Director

statement on activities

During the financial year under review, the Nominating Committee met once and all the members of the Committee attended the meeting. The Committee has carried out an assessment on the effectiveness of the Board as a whole, the Committees of the Board, the Executive Chairman and each individual Director.

The assessment on individual Director was based on the contribution and performance of Directors, their competency, time commitment, integrity and experience in meeting the needs of the Group and suggestions to enhance Board effectiveness. This assessment was jointly conducted by the Executive Chairman and the Nominating Committee. The evaluation process on individual Director also includes self-review assessment on their independence status.

From the assessments, the Nominating Committee believes that the Board reflects a good mix of skills with different professional backgrounds, knowledge, financial and business expertise, experience and qualifications to enable the Board to provide clear and effective leadership to the Group.

2.2 criteria for recruitment and annual assessment of directors

appointment to the board

The Nominating Committee has been entrusted with the responsibilities for proposing and recommending the right candidates to the Board for appointment. In evaluating the appointment of a Director to the Board, the Nominating Committee will review the skills, experience and core competencies of the candidate that is required by the Board. The Nominating Committee will source for the candidate and evaluate a suitable candidate with the required credentials before recommending for appointment to the Board.

There was no appointment of new Director to the Board during the financial year ended 31 March 2016.

board diversity

The Group strictly adhered to the practice of non-discrimination of any form, whether based on age, gender, race, ethnicity or religion, throughout the organisation. This included the selection of Board members.

In relation to Board diversity, the Board believes that it is not necessary to set any targets on the number of female Directors but will make the necessary appointments based on merit and contribution to the overall working of the Board. The Board regards that a diverse Board is important and will take into consideration not only candidate’s background, skills, experience, gender, ethnic or race, but also whether he/she will be a right fit into the existing board.

In addition, the Group believed it is of utmost importance that the Board is composed of the best-qualified individuals to ensure the Company has an effective composition of the Board that is confident in its ability to discharge their duties effectively in the best interests of the Company and shareholders.

board effectiveness assessment

The Nominating Committee facilitates and organises the yearly Board Effectiveness Assessment and evaluation of the Board of Directors and Board Committees. The objective is to improve the Board’s effectiveness, identify gaps, maximise strengths and address weaknesses of the Board. The overall evaluation process and assessment are conducted by the Nominating Committee, before being tabled and communicated to the Board.

Performance indicators for the Board's effectiveness evaluation include Board Committees' composition, Board’s roles and responsibilities, Board’s performance which comprises strategy planning and performance, Board communications and conduct of the Board and Board Committees.

The Board Committees’ effectiveness were evaluated on roles and scope, frequency of meetings, supply of sufficient and timely information and also overall effectiveness and efficiency of the Board Committees. With regard to the individual performance of the respective Directors, the performance indicators include their meeting attendance, their interactive contributions, understanding of their roles and responsibilities and quality of their input.

During the year, the Board of Directors and Board Committees were assessed by the Nominating Committee and the Board.

The Nominating Committee also reviewed the term of office and performance of the Audit Committee and each of the members and was satisfied that the Audit Committee and members have carried out their duties in accordance with their terms of reference.

Statement on Corporate Governance (Cont'd)



2 sTrengThen comPosiTion (conT'd)

2.2 criteria for recruitment and annual assessment of directors (cont'd)

retirement and re-election of directors

In accordance with the Company’s Articles of Association, all Directors who are appointed by the Board during the financial year may only hold office until the next Annual General Meeting (“agm”) subsequent to their appointment and shall then be eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation at the AGM. The Articles also provide that one-third of the Directors are subject to retirement by rotation at every AGM but are eligible for re-election provided always that all Directors shall retire from office at least once in every three years.

The retiring Directors who are seeking re-election would be subject to a performance assessment carried out by the Nominating Committee, which would then submit its recommendations to the Board for deliberations and approval.

In accordance with Section 129(6) of the Companies Act, 1965, Directors over the age of seventy (70) years old are also required to submit themselves for re-appointment annually. Pursuant to this section, Mr. Peter Lee Siew Choong, being eligible, will seek for re-appointment at the coming AGM.

At the 53rd AGM, Dato’ Robert Teo and Chin Jit Pyng will retire and being eligible, will offer themselves for re- election in accordance with Article 83 of the Company’s Articles of Association.

2.3 Formalised and Transparent remuneration Policies for directors

The Remuneration Committee was established by the Board with the responsibility of recommending the salary and other benefit packages - policy and framework of Directors, including Executive Directors. However, it is nevertheless the responsibility of the Board to approve the remuneration packages of these Directors.

remuneration Procedure

The Board believes that remuneration should be sufficient to attract, retain and incentivise Directors of the necessary calibre, expertise and experience to lead the Group.

The remuneration packages of the Executive Director are linked to their individual performance and of the Group and include salaries, benefits and performance-related/incentive pay which are subject to the Group’s financial performance. Any salary reviews would take into account of market salary ranges as well as being broadly comparable and competitively in line with those awarded by similar companies.

As for the Non-Executive Directors, the Board considers their responsibility and time commitments, taking into account the number of Board meetings, membership of Board Committees and all additional work and contribution towards the Group.

composition of the remuneration committee

The Remuneration Committee shall be appointed by the Board of Directors from among their number and shall be composed of not fewer than two (2) members, all or a majority of whom are Non-Executive.

The members of the Committee shall elect a Chairman from among their number and the quorum for any meeting of the Committee shall be two (2).

If a member of the Remuneration Committee resigns, dies or for any other reason ceases to be a member, resulting in Independent Directors comprising less than the majority of the members or the number of members being reduced to below two (2), the Board of Directors shall, within three (3) months of that event, appoint such number of new members as may be required to comply with the requirement that Independent Directors constitute a majority of the members or to make up the minimum number of two (2) members, as the case may be.

duties and responsibilities of the remuneration committee

(i) To establish and recommend to the Board, the remuneration structure and policy for Executive Director including the terms of employment or contract of employment/service, benefits, pension or incentive scheme entitlement; bonuses, fees and expenses and any compensation payable on the termination of the service contract by the Company and/or Group and to review changes to the policy, as necessary;

duties and responsibilities of the remuneration committee (cont'd)

(ii) To review Executive Directors’ goals and objectives and to assess their performance against these objectives as well as contributions to the corporate strategy;

(iii) To recommend the engagement of external professional advisors to assist and/or advise the Committee on remuneration matters, where necessary; and

(iv) To keep abreast of the remuneration packages for members of Board Committees to ensure that they commensurate with the scope of responsibilities held and reviews and recommends changes to the Board whenever necessary.

remuneration committee meetings

(i) The Committee may regulate its own procedure and in particular the calling of meetings, the notice to be given of such meetings, the proceedings thereat, the keeping of minutes and the custody, production and inspection of such minutes.

(ii) A resolution in writing signed by all members in lieu of convening a formal meeting shall be as valid and effectual as if it had been passed at a meeting of the Committee duly convened and held. Any such resolutions may consist of several documents in like form, each signed by one or more members.

The Remuneration Committee meets as and when necessary.

remuneration committee members

The current Remuneration Committee members are as follows:

Tan Sri Nik Mohamed bin Nik Yaacob (Chairman) Independent Non-Executive Director

Dato’ Robert Teo Keng Tuan Independent Non-Executive Director

Mr. Chin Jit Pyng Non-Independent Non-Executive Director

The Committee is responsible for recommending to the Board the appropriate remuneration of the Executive and Non-Executive Directors.

Individual Directors do not participate in discussions or decisions concerning his remuneration package.

statement on activities

During the financial year under review, the Remuneration Committee met once and all the members of the Committee attended the meeting. The Committee has reviewed the performance and recommended the remuneration of the Executive Directors.

details of directors’ remuneration

The aggregate and range of remuneration the Executive and Non-Executive Directors received and will receive from the Company for the financial year ended 31 March 2016 are in the following tables:-

categorybasic salaries, bonus,

ePF & socso (rm)Fees & allowances

(rm)Benefits-in-kind

(rm)Total (rm)

Executive Director 1,628,000 - 145,741 1,773,741Non-Executive Directors - 288,500 1,840 290,340Total 1,628,000 288,500 147,581 2,064,081

The number of Directors whose total remuneration falls within the following bands is as follows:-

range of remuneration (rm) executive non-executive50,001 – 100,000 - 41,750,001 – 1,800,000 1 -Total 1 4



3 reinForce indePendence

3.1 annual assessment of independent directors

The Board recognises the importance of independence and objectivity in the decision-making process. The Board and its Nominating Committee have upon their annual assessment, concluded that each of the three (3) Independent Non-Executive Directors continue to demonstrate conduct and behaviour that are essential indicators of independence, and that each of them continues to fulfil the definition and criteria of independence as set out in MMLR.

3.2 Tenure of independent directors

The Board noted that MCCG 2012 recommends the tenure of an Independent Director should not exceed a cumulative term of nine (9) years. The Board and the Nominating Committee have deliberated on the said recommendation and hold the view that a Director’s independence cannot be determined solely with reference to tenure of service. Board composition should reflect a balance between effectiveness on the one hand, and the need for renewal and fresh perspectives on the other.

The Board and the Nominating Committee have also determined that Tan Sri Nik Mohamed bin Nik Yaacob, Dato’ Robert Teo Keng Tuan and Mr. Peter Lee Siew Choong, who have served on the Board as Independent Directors, each exceeding a cumulative term of nine (9) years, remain unbiased, objective and independent in expressing their opinions and in participating in decision making of the Board. The length of their service on the Board has not in any way interfered with their objective and independent judgement in carrying out their roles as members of the Board and Board Committees.

Furthermore, their pertinent expertise, skills and detailed knowledge of the Group’s businesses and operations have enabled them to make significant contributions actively and effectively to the Company’s decision making during deliberations or discussions.

For the financial year ended 31 March 2016, each of the Independent Non-Executive Directors had provided confirmation of their independence to the Board based on its policy on criteria of assessing independence in line with the definition of “Independent Directors” prescribed by the MMLR.

In this respect, the Board has approved the continuation of Tan Sri Nik Mohamed bin Nik Yaacob, Dato’ Robert Teo Keng Tuan and Mr. Peter Lee Siew Choong as Independent Directors of the Company as they continued to be objective and independent-minded in their participation in deliberations and decision making of the Board and the Board Committees, and also demonstrated conduct and behaviour that are essential indicators of independence as defined under the MMLR of Bursa Malaysia. The Board believes that it is in the best position to identify, evaluate and determine whether an Independent Director can continue acting in the best interests of the Company and bringing independent judgement and professional judgement to Board deliberations.

3.3 board composition

During the financial year ended 31 March 2016, the Board comprised of five (5) members, out of which, one (1) is Executive Director, one (1) is Non-Independent Non-Executive Director and three (3) are Independent Non-Executive Directors.

This composition fulfils the requirements mandated by Paragraph 15.02 of the MMLR, which stipulates that at least two (2) Directors or one-third of the Board, whichever is higher, must be Independent.

The constitution of the Board is well balanced to address any business challenges and to drive the business of the Group to greater heights. The Board comprises a mixture of Executive and Non-Executive Directors from diverse professional backgrounds with a wealth of experience, skills and expertise to meet the Group’s need. The profile of each Director is set out on pages 8 to 9 of the Corporate Report 2016.

3.4 role of executive chairman

Despite the Chairman being an executive member of the Board, the Board is satisfied with the executive capacity of the Chairman in view of his experience and knowledge of the industry. The Board is also of the view that its existing measures, including the presence of independent oversight by the Independent Non-Executive Directors, are sufficient to ensure the balance of accountability and authority within the Board.

3.5 independent directors

MCCG 2012 recommends that if the Chairman is not an Independent Director, then the Board should comprise a majority of Independent Directors to ensure balance of power and authority on the Board. Given that there are three (3) experienced Independent Directors, which represent more than 50% of the Board; the Board collectively would be able to function independently of Management.

The role of Independent Non-Executive Directors is crucial in upholding the principles of good corporate governance. The current Independent Non-Executive Directors are professionals and persons of calibre with diverse backgrounds, expertise and experience in various fields. The breadth of experience and knowledge provides not only the necessary balance of power and authority to the Board as part of a good governance structure but also strengthens the Board with unbiased and independent views and insights, valuable advice and unwavering judgement, taking into consideration the interests of all stakeholders.

4 FosTer commiTmenT oF direcTors

4.1 Time commitment

The Board meets at least five (5) times a year with additional meetings convened as and when necessary. Board meetings for each financial year are scheduled in advance to facilitate the Directors to plan ahead and fit the Board meetings into their respective schedules.

The Board has formal schedule of matters reserved at Board Meetings which includes corporate plans, annual budgets, operational and financial performance reviews, major investments and financial decisions, changes to the management and corporate structure within the Group, including key policies and procedures and delegated authority limits. All proceedings of Board meetings are duly recorded in the minutes of each meeting and signed minutes of each Board meeting are properly kept by the Company Secretaries.

Details of the attendance of each Director at the Board meeting and Board Committees meetings are as follows:

name agm board board committeesac nc rc

Tan Sri Mohamed Azman bin Yahya 1/1 6/6 n/a n/a n/aTan Sri Nik Mohamed bin Nik Yaacob 1/1 6/6 5/5 1/1 1/1Dato’ Robert Teo Keng Tuan 1/1 6/6 5/5 1/1 1/1Mr. Chin Jit Pyng 1/1 6/6 n/a n/a 1/1Mr. Peter Lee Siew Choong 1/1 5/6 5/5 1/1 n/a



4 FosTer commiTmenT oF direcTors (conT'd)

4.2 Training and development of directors

Recognising the demands of their role as Directors, the Directors of the Company continued to equip themselves with relevant professional advancement, particularly in the corporate regulatory developments and current developments of the industry. All the Directors have attended the Mandatory Accreditation Programme and fulfilled the Continuing Education Programme requirements as prescribed by the MMLR.

The Directors are also encouraged to attend courses and seminars conducted by professionals that are relevant to the Company’s operations and businesses.

The Directors are regularly updated on the Group’s businesses and the competitive and regulatory environment in which the Group operates. Seminars were conducted in-house by external consultants on various topics for the Board and these sessions were held together with Senior Management in order to encourage open discussions and comments.

The Board, through its assessment process, will continue to evaluate and determine the training needs of its Directors on an on-going basis, by determining areas that would best strengthen their contributions to the Board.

During the financial year, the Directors attended seminar on Understanding the Latest Law Relating to Development Property organised by the Company. Apart from that, the Directors also individually attended various other courses and seminars as listed below:

conFerence/seminar/workshoP

1 World Capital Markets Symposium 2015 organised by Securities Commission of Malaysia

2 EPF Global PE Summit 2015: Private Equity – Extracting Intrinsic Value organised by Employees Provident Fund, Malaysia (EPF)

3 Strategy Briefing on Industry Trends, Nanotechnology and Transport Solutions

4 Special Commemorative Seminar on Tun Abdul Razak (PM of Malaysia 1970 - 1976) organised by The Asian Strategy & Leadership Institute (ASLI)

5 National Tax Conference 2015 organised by Lembaga Hasil Dalam Negeri (LHDN) and Chartered Tax Institute of Malaysia (CTIM)

6 2016 Budget Seminar organised by Chartered Tax Institute of Malaysia (CTIM)

7 Perdana Discourse Series 19 on Islam and Islamisation organised by Perdana Leadership Foundation

8 Audit Oversight Board (“AOB”) Conversation with Audit Committees organised by Bursa Malaysia Berhad, AOB, Securities Commission Malaysia and Malaysian Accounting Standards Board

9 Director’s Training Session “Shaking Things Up : Technology that Transforms and How to Keep Pace”

10 Directors’ Training on “Understanding the Latest Law Relating to Development of Buildings intended for Subdivision and Management of Buildings and Common Property” organised by Symphony Life Berhad

11 Perdana Leadership Roundtable – “Towards Sustainable Malay Leadership in the Public and Private Sectors” organised by Perdana Leadership Foundation

12 New Auditor’s Report – Sharing the UK Experience organised by Bursa Malaysia Berhad & Financial Reporting Council

13 Seminar title “Ring The Bell For Gender Equality”

5 uPhoLd inTegriTy in FinanciaL rePorTing

5.1 compliance with applicable Financial reporting standards

The Board seeks to present a balanced, clear and understandable assessment of the Group’s financial position and prospects. In presenting the annual financial statements and quarterly announcements of the Group’s financial performance to shareholders and other stakeholders, the Board is primarily responsible for ensuring that all applicable accounting and regulatory standards have been complied with. The Directors also have the responsibility to take steps that are reasonably available to them to safeguard the assets of the Group and prevent any fraud or irregularities.

The Statement by Directors pursuant to Section 169(15) of the Companies Act, 1965 is set out on page 62 of this Annual Report.

5.2 assessment of external auditors

The Audit Committee supports the Board in its responsibility to oversee the financial reporting and the effectiveness of the internal control of the Company.

The Company through the Audit Committee has an appropriate and transparent relationship with the external auditors. In the course of audit of the Group’s financial statements, the external auditors have highlighted to the Audit Committee and the Board, matters that require the Board’s attention. Audit Committee meetings are attended by the external auditors for purposes of presenting their audit plan and report, and for presenting their comments on the audited financial statements.

The Audit Committee had reviewed the suitability and independence of the external auditors and recommended their re-appointment for the financial year ending 31 March 2017. The external auditors had provided a confirmation of their independence to the Audit Committee that they are and have been independent throughout the conduct of the audit engagement in accordance with the terms of relevant professional and regulatory requirements.

Key features for the relationship of the Audit Committee with both the internal and external auditors and summary of the activities of the Audit Committee during the financial year are set out in the Audit Committee Report on pages 50 to 52 of this Annual Report.

5.3 related Party Transactions

An internal compliance framework exists to ensure the Company meets its obligations under the MMLR, including obligations relating to related party transactions and recurrent related party transactions.

The Board of Directors, through its Audit Committee, reviews all related party transactions and conflicts of interest situations, if any, on a quarterly basis. A Director who has an interest in a transaction, must abstain from deliberating and voting on the relevant resolution, in respect of such transaction at the meeting of the Board of Directors and at the Annual General Meeting or Extraordinary General Meeting convened to consider the said matter.

6 recognise and manage risks oF The grouP

6.1 sound Framework to manage risks

In recognising the importance of risk management and internal controls, the Board has established a structured framework to identify, evaluate, control, monitor and report the principal business risks faced by the Group on an on-going basis. Internal Controls are important for risk management and the Board is committed in articulating, implementing and reviewing the Company’s internal control system. Periodic testing of the effectiveness and efficiency of the internal control procedures and processes is conducted to ensure the system is viable and robust.

6.2 internal audit Function

To assist the Board in maintaining a sound system of internal control, the Group has in place an adequately resourced Internal Audit department. The activities of this department which were reported regularly to the Audit Committee provide the Board with sufficient assurance regarding the adequacy and effectiveness of the system of internal control.

The Group’s Statement on Risk Management and Internal Control is set out on pages 47 to 49 of this Annual Report.



7 ensure TimeLy and high QuaLiTy discLosure

7.1 corporate disclosure Policy

The Board acknowledges that an essential aspect of an active and constructive communication policy is the promptness in disseminating information to shareholders and investors. The Board is aware of the need to establish corporate disclosure policies and procedures to enable comprehensive, accurate and timely disclosures pertaining to the Company and its subsidiaries to regulators, shareholders and stakeholders. The public announcement via Bursa Malaysia, namely the Quarterly and Annual financial results provide an overview of the Group’s financial performance and operations to its shareholders and other stakeholders.

The principal officer of the Group, on behalf of the Board, also from time to time conduct briefings for business analysts, large shareholders, corporate partners and financial institutions to keep them informed of the various activities and initiatives undertaken by the Group. Exclusive and adhoc interviews are also given to the media to disseminate information to the public through printed and electronic media.

7.2 Leverage on information Technology for effective dissemination of information

The Company actively updates its website (www.symphonylife.my) with the latest information on the corporate and business aspects of the Group. Press releases, announcements to Bursa Malaysia and quarterly results of the Group are also made available on the website and this helps to promote accessibility of information to the Company’s shareholders and all other market participants.

8 sTrengThen reLaTionshiP beTween The comPany and iTs sharehoLders

The Board recognises the importance of maintaining transparency and accountability to the Company’s shareholders. The Board ensures that all the Company’s shareholders are treated equitably and the rights of all investors, including minority shareholders, are protected. The Board provides shareholders and investors with information on its business, financials and other key activities in the Annual Report of the Company, the contents of which are continuously enhanced to take into account the developments, amongst others, in corporate governance.

The AGM is the principal forum for dialogue with all shareholders who are encouraged and are given sufficient opportunity to enquire about the Group’s activities and prospects as well as to communicate their expectations and concerns. The Notice of AGM and the Annual Report are sent to shareholders at least twenty one (21) days before the date of AGM. Shareholders are encouraged to participate in the Question and Answer sessions on the resolutions being proposed or about the Group’s operations in general. Shareholders who are unable to attend are allowed to appoint proxies in accordance with the Company’s Articles of Association, to attend and vote on their behalf. The members of the Board, Senior Management as well as the External Auditors of the Company are also present to respond to any questions raised during the meeting.

Details of the Senior Independent Non-Executive Director to whom concerns regarding the Group may be conveyed are as follows:-

Post : Mr. Peter Lee Siew Choong c/o Secretarial Department Level 9, Symphony House Dana 1 Commercial Centre Jalan PJU 1A/46 47301 Petaling Jaya Selangor Darul Ehsan

Fax : (603) 7844 6886

The Statement on Corporate Governance is made in accordance with the resolution of the Board of Directors dated 8 June 2016.

Statement On Risk Management And Internal Control for the year ended 31 march 2016

inTroducTionPursuant to paragraph 15.26 (b) of the Main Market Listing Requirements, Practice Note 9 issued by Bursa Securities, Statement on Risk Management & Internal Control (Guidelines for Directors of Listed Issuers) and guided by Principle 6 and Recommendation 6.1 of the Malaysian Code on Corporate Governance 2012 (“MCCG 2012”), the Board of Directors (“Board”) is pleased to provide the following statement on the state of internal control and risk management of Symphony Life Group for the financial year ended 31 March 2016.

The Group refers to the Company and its subsidiary companies but exclude associated companies and joint venture control entities where the Board does not have any direct control over their operations.

board resPonsibiLiTy The Board has overall responsibility for the Company’s risk management and internal control system and for reviewing its adequacy and effectiveness.

The Board continually reviews the system to ensure that a sound risk management framework and internal control systems remains in place. Its primary responsibility is to ensure that principal risks in the Group are identified, measured and managed with appropriate internal control system.

The Board also acknowledges that the Group’s system of risk management and internal control is designed to highlight and manage risks threatening the achievement of business objectives. However, it should be noted that control systems are designed to manage rather than to eliminate risks; and as such, can only provide reasonable but not absolute assurance against fraud, material misstatement or loss.

The Group has put in place on-going mechanism to identify, evaluate, monitor and manage the key risks which may hinder the achievement of its business objectives and strategies throughout the period under review. The Board is assisted by the Management to implement the Board’s policies and procedures on risk and control. These include identifying the risks and assessing the potential impacts of the risks, and implementing the necessary internal controls to reduce the risk. The Risk Management and Internal Control Reports are reviewed by the Board on a quarterly basis.

The Board has received assurance from the Executive Chairman and the Chief Financial Officer that the Group’s risk management and internal control system is operating adequately and effectively, in all material aspects, based on the risk management and internal control of the Group.

risk managemenT Framework and inTernaL conTroL sysTemThe risk registers are updated and reviewed quarterly to respond to the changes in the business environment throughout the financial year under review. Appropriate mitigation steps are taken to mitigate the key risk areas by the risk owners and implemented to safeguard shareholders’ investment and the Group’s assets.

The Board, via the Audit Committee (“AC”) and is assisted by the Risk Management Committee (“RMC”), ensures the Group’s overall compliances to relevant laws and regulations, internal policies and procedures.

Risk Management and Internal Control processes are embedded into the culture of the Group by creating risk-awareness, greater understanding of the importance of risk management and to ensures its principles are embedded in key operational processes and structures. In cultivating a sustainable risk management culture, the Board, the AC, the Management and employees of the Group seeks to ensure that there is a good understanding and application of risk management and governance principles.

The RMC, comprising senior management head units of various functional responsibilities, was set up to carry out the following responsibilities of defining, developing and recommending risk management strategies and policies for the Group.


key eLemenTs oF risk managemenT and inTernaL conTroL sysTemThe following sets out the principal elements of the Group's control environment:

1 board and management

The roles and responsibilities, the levels of authority and lines of accountability of the Board and management have been clearly defined. Management led by the Executive Chairman is responsible for the execution of the Group’s strategies and day-to-day business. There is a defined organisational structure within the Group. Each unit has clearly defined roles and responsibilities, levels of authority and lines of accountability.

2 reporting and review

Management meetings are held monthly for the respective divisions to review operational, business development and financial performance. The proceedings of these meetings are minuted for further action and reference.

3 audit committee

The AC assists the Board in fulfilling the Board’s responsibilities. The Board has assigned to the AC the duty of reviewing and monitoring the adequacy and effectiveness of the Group’s risk management and internal control system. The AC comprises only non-executive and independent directors. The AC reviews the Group’s financial reporting process, risk management, internal controls system, audit process, and the Group’s process of monitoring compliance with internal and external regulations.

4 internal audit

The in-house Internal Audit Department (“IAD”) continuously provide independent assessment on the adequacy, effectiveness and reliability of the Group’s risk management processes and system of internal controls. The IAD checks on the compliances with policies and procedures, evaluates the adequacy and effectiveness of risk management, internal control and governance process. It also advises the management on areas for improvement and subsequently reviews the extent to which its recommendations have been implemented. The audit reports are submitted to the AC and risk and control issues are discussed during the AC meetings. The internal audit plan which is established primarily on a risk-based approach, is reviewed and approved by the AC annually.

5 delegated authority Limit

The Group has adopted the Delegated Authority Limit matrix that provides for a sound framework of authority and accountability within the Group and facilitates proper corporate decision making at the appropriate level of the Group’s hierarchy. The limits are subject to regular review and are approved by the Board in accordance with their limits of authority to ensure alignment with business, operational and structural changes, where applicable.

6 Formalised Policies, Processes and Procedures

Clear and formalised standard operating policies, processes and procedures are in place to ensure compliance with internal controls and the relevant laws and regulations. Regular reviews are conducted to ensure documentation and processes are updated to align with evolving business and operational needs.

7 secretarial and Legal

Secretarial and Legal Department plays a pivotal role in advising Management on secretarial and legal matters so that the interests of the Group are protected. The Board is briefed through reports presented on a quarterly basis on legal matters and any changes in law affecting the Group’s operations.

Statement On Risk Management And Internal Control for the year ended 31 march 2016 (Cont'd)

8 Financial and operational information

The Group is guided by a Strategic Plan outlining key objectives and strategies which is reviewed regularly to ensure optimisation and relevance. The Group Strategic Plan, together with the annual budget, are discussed and approved by the Board. Unaudited key financial results of the Group are publicly disclosed on a quarterly basis. The full year financial statements are also audited by the external auditors.

9 staff Performance system

The Group has a competency framework that is guided by its vision, mission and core values which clearly articulates the knowledge, skills, abilities and behavioural expectations of its employees. In order to drive and sustain a high-performing workforce, the employees’ achievements are appraised under the Performance Management System with reference to the Group Corporate Scorecard on an annual basis.

concLusionThe Board is satisfied with the adequacy and effectiveness of the Group’s risk management and internal control. For the financial year under review, and up to the date of approval of this statement there were no material control failures or adverse compliance events that have resulted in any material loss to the Group.

reView oF The sTaTemenT by eXTernaL audiTorsThe External Auditors have performed limited assurance procedures on this Statement on Risk Management and Internal Control pursuant to the scope set out in Recommended Practice Guide (“RPG”) 5 (Revised), Guidance for Auditors on Engagements to Report on the Statement on Risk Management and Internal Control included in the Annual Report issued by the Malaysian Institute of Accountants (“MIA”) for inclusion in the Annual Report of the Group for the year ended 31 March 2016, and reported to the Board that nothing has come to their attention that causes them to believe the statement is not prepared, in all material respects, 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, nor is the Statement factually inaccurate.

This Statement on Risk Management and Internal Control made in accordance with the resolution of the Board of Directors meeting held on 15 June 2016.


Audit Committee Report

audiT commiTTee rePorTIn compliance with Paragraph 15.15 of Bursa Malaysia Securities Berhad Main Market Listing Requirements (“Main Listing Requirements”), the Board of Directors of Symphony Life Berhad is pleased to present the Audit Committee Report for the financial year ended 31 March 2016.

comPosiTionThe Audit Committee was established by the Board of Directors and consists of three (3) members, who are all Independent Non-Executive Directors. The Company has complied with Paragraph 15.09 of Bursa Malaysia Securities Berhad Main Market Listing Requirements (“Listing Requirements”), which requires all members of the Audit Committee to be Non-Executive Directors with a majority of the members being Independent Directors.

The members of the Audit Committee are as follows:-

name oF members designaTion direcTorshiPLee Siew Choong Chairman Independent Non-Executive DirectorTan Sri Nik Mohamed bin Nik Yaacob Member Independent Non-Executive DirectorDato’ Robert Teo Keng Tuan Member Independent Non-Executive Director

The details of the Audit Committee members profile are shown in the Board of Directors profile.

Dato’ Robert Teo Keng Tuan, an Audit Committee member, is a Chartered Accountant by profession and a member of the Malaysian Institute of Accountants. This had met the criteria of the Listing Requirements, paragraph 15.09(1)(c)(i), which states that at least one (1) member of Audit Committee must be a member of the Malaysian Institute of Accountants.

meeTingsno. name oF members number oF meeTings

heLd aTTended1 Lee Siew Choong (Chairman) 5 52 Tan Sri Nik Mohamed bin Nik Yaacob 5 53 Dato’ Robert Teo Keng Tuan 5 5

The Audit Committee meets on a scheduled basis at least once every quarter. In all the meetings that were held, the Company Secretary acted as the secretary to the Audit Committee. The Executive Chairman was invited to attend the Audit Committee meetings to facilitate clarifications on audit and operational issues that were being raised concerning the Group. The Head of Finance, the Head of Internal Audit and certain members of the Management were also invited to attend the said meetings.

The Audit Committee also held meetings with the External Auditors twice during the financial year without the presence of Executive Director and the Management, including the Company Secretary. The External Auditors were given unrestricted access to information, full support and cooperation and assistance from the staff in the course of the audit.

The Audit Committee papers are distributed to the members in advance with sufficient notification. A total of five (5) meetings were held during the financial year ended 31 March 2016.

Deliberations during the Audit Committee meetings on issues tabled, rationale adopted and decisions were recorded. The minutes of the meetings were tabled for confirmation at the following Audit Committee meeting.

The Audit Committee Chairman briefed the Board on significant matters as and when raised by the External Auditors or Internal Auditors.

The Chairman of the Audit Committee engages on a continuous basis with Senior Management, Head of Internal Audit and External Auditors, in order to keep abreast of matters and issues affecting the Group.

summary oF acTiViTies oF The audiT commiTTee during The yearThe Audit Committee carried out the following activities for the financial year ended 31 March 2016 are summarised as follows:

a) internal audit

i) Reviewed the annual internal audit plan to ensure adequate scope, comprehensive coverage of the audit activities of the Symphony Life Group and ensured that all high risk areas are being audited.

ii) Reviewed the effectiveness and performance of the internal audit division on its functions, competency, resources requirements, training and authority to carry out its duties.

iii) Reviewed the internal audit reports which were tabled during the year, the internal audit recommendations made and the Management’s response to the recommendations. Where appropriate, the Audit Committee has directed the Management to rectify and improve the control processes and procedures based on the internal auditor's suggestions or recommendations for improvement.

iv) Followed up on the outstanding issues which are yet being resolved to ensure that they have been properly addressed.

b) Financial reporting and annual report

i) Reviewed the quarterly unaudited financial results and year end financial statements of the Group before recommending to the Board of Directors for their approval and ensuring relevant requirements had been complied with:-

• Any change in or implementation of accounting policies and practices;

• Significant adjustments arising from the audit, if any;

• Significant and unusual events; and

• Other legal and regulatory requirements.

ii) Reviewed the Audit Committee Report for inclusion in the 2015 Annual Report.

c) external audit

i) Reviewed and approved the External Auditors’ audit plan, scope of work, focus on key significant risk areas of audit and their audit reports for the Financial Year ended 31 March 2016.

ii) Reviewed the External Auditors’ performance on independence, objectivity and cost effectiveness and made recommendations to the Board of Directors on their re-appointment and remuneration.

iii) Reviewed and discussed the observations, recommendations and Management’s comments and other matters raised by the External Auditors in the absence of Executive Director and the Management.

d) risk management

i) Reviewed the Group risk profile on a quarterly basis with emphasis on key significant risks of the group.

ii) Reviewed the adequacy and effectiveness of the policies and procedures of the internal control system in monitoring and managing risks.

iii) Reviewed the Statement on Risk Management and Internal Control for the Financial Year ended 31 March 2015 for inclusion in the Annual Report.

e) related Party Transactions

Reviewed the internal audit reports on related party transactions and conflict of interest situation on a quarterly basis, including any transaction, procedure or course of conduct that raises questions of management integrity.


Audit Committee Report (Cont'd)

Terms oF reFerenceThe Terms of Reference of the Audit Committee, which are in line with the provisions of the Listing Requirements and other best practices, are available for reference on the Company's website at www.symphonylife.my.

TrainingDuring the year, all members of the Audit Committee have attended trainings relevant to their functions. These trainings are detailed under the page 44 (another section of the Annual Report).

inTernaL audiT FuncTionThe Board of Directors is committed to establish and maintain an efficient and effective internal audit function to obtain sufficient assurance of regular review and appraisal of the effectiveness of the Group’s system of internal control.

The Group’s Internal Audit function is carried out by the in-house Internal Audit Department (IAD) which is responsible for the overall Internal Audit activities of the Group. The internal audit function is established to add value and improve the Group’s operation by providing independent, objective assurance and recommendations through its audit of the Group’s key operations and to ensure consistency in the control environment and the application of policies and procedures.

The IAD is guided by the Internal Audit Charter which was approved by the Board and empowered with unrestricted access to all records of the Group. The Head of Internal Audit reports directly to the Audit Committee.

A risked based audit methodology is used to ensure that the higher risk activities in each auditable areas are audited at least annually. The internal audit also helps to ensure that appropriate controls are in place and effectively applied in order to manage risk exposures.

The internal audit reports prepared are deliberated by the Audit Committee and recommendations are duly acted on by the Management. Follow-up reviews are conducted by the Internal Auditors to ensure that all matters arising from each audit are adequately addressed by the auditees/Management.

All the internal audit activities were performed in-house at a total cost of around RM266,000 for the financial year ended 31 March 2016.

None of the internal control weaknesses have resulted in any material losses, contingencies or uncertainties that would require disclosure in the Annual Report.

This Audit Committee Report is made in accordance with the resolution of the Board of Directors’ meeting held on 15 June 2016.

Additional Compliance Information

To comply with the Listing Requirements of Bursa Securities, the following additional information is provided :

i) material contracts Save as otherwise disclosed in Note 40 to the Financial Statements pertaining to the interest of Tan Sri Mohamed Azman

bin Yahya, during the financial year ended 31 March 2016, there were no material contracts outside the ordinary course of business entered into by the Company and its subsidiaries, involving the interest of the Directors or Major Shareholders.

ii) utilisation of Proceeds There were no proceeds raised from corporate proposals during the financial year ended 31 March 2016.

iii) share buybacks The details of the shares bought back during the financial year were as follows :

month

no. of shares bought back

and retained as treasury shares

Lowest price paid per share

(rm)

highest price paid per share

(rm)

average cost

per share (rm)

Total cost (rm)

no ofcumulative

treasuryshares held

Apr-15 - - - - - 388,329

May-15 10,000 0.85 0.85 0.85 8,566 398,329

Nov-15 10,000 0.77 0.79 0.78 7,835 408,329

20,000 16,401

iv) options, warrants or convertible securities The Company has not issued any options, warrants or convertible securities in respect of the financial year ended 31 March

2016.

v) american depository receipt (adr) or global depositor receipt (gdr) Programme During the financial year, the Company did not sponsor any ADR or GDR programme.

vi) imposition of sanctions/Penalties There were no public sanctions and/or penalties imposed on the Company and its subsidiaries, Directors or Management

arising from any significant breach of the rules/guidelines/legislation by the relevant regulatory bodies during the financial year.

vii) non-audit Fees The amount of non-audit fees paid or payable to the external auditors, Messrs. Ernst & Young by the Company and its

subsidiaries for the financial year ended 31 March 2016 is RM16,000.

viii) ProfitEstimate,ForecastorProjection There is no material variance between the results for the financial year and the unaudited results previously announced by

the Company. The Company did not issue any profit estimate, forecast or projection for the financial year.

ix) ProfitGuarantee There is no profit guarantee received by the Company during the financial year.

x) revaluation of Landed Properties The Company does not adopt a policy on regular revaluation.

xi) recurrent related Party Transaction of revenue or Trading nature The list of recurrent related party transactions of a revenue or trading nature entered into by the Group is disclosed in the

Note 40 to the financial statements. For the financial year ended 31 March 2016, no shareholders mandate was required for the recurrent related party transactions of a revenue or trading nature entered into by the Symphony Life Group pursuant to Paragraph 10.09 (1) (b) of the Listing Requirement of Bursa Securities.


The Directors acknowledge their responsibilities to ensure that the annual audited financial statements of the Group and of the Company are drawn up in accordance with the requirements of the applicable approved Financial Reporting Standards issued by Malaysian Accounting Standards Board and the provisions of the Companies Act, 1965 to give a true and fair view of the state of affairs of the Group and of the Company at the end of the financial year and of the results and cash flows of the Group and the Company for the financial year.

In the preparation of the financial statements, the Directors have:• adopted appropriate accounting policies which are consistently applied;• made judgements and estimates that are prudent and reasonable;• ensure applicable approved accounting standards have been followed; and• prepared financial statements on the going concern basis as the Directors have a reasonable expectation, having made

enquiries, that the Group and the Company have adequate resources to continue in operational existences in the foreseeable future.

The Directors are also responsible for taking reasonable steps to safeguard the assets of the Group and of the Company and, in that context, to have proper regard to the establishment of appropriate systems of internal control with a view to prevent and detect fraud and other irregularities.

Statement Of Directors’ Responsibilityin respect of the Audited Financial Statements

56 SYMPHONY LIFE BERHAD 2016 ANNUAL REPORT 57

Directors’ Report

The directors have pleasure in presenting their report together with the audited financial statements of the Group and of the Company for the financial year ended 31 March 2016.

PrinciPal activities

The principal activities of the Company are property development, property investment and investment holding.

The principal activities of the subsidiaries and associates are set out in Notes 21 and 22 to the financial statements respectively.

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

results

Group rM’000

company rM’000

Profit for the year 10,987 3,214

Attributable to:

Equity holders of the Company 13,194 3,214

Non-controlling interests (2,207) -

10,987 3,214

There were no material transfers to or from reserves or provisions during the financial year other than as disclosed in the statements of changes in equity.

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

DiviDenDs

The amount of dividend paid by the Company since 31 March 2015 was as follows:

In respect of the financial year ended 31 March 2015 as reported in the directors’ report for that financial year:

rM’000

First and final single-tier dividend in respect of the financial year ended 31 March 2015 of 5 sen per share paid on 9th October 2015 14,098

At the forthcoming Annual General Meeting, a first and final single-tier dividend of 2 sen per share in respect of the financial year ended 31 March 2016, amounting to RM6.19 million will be proposed for shareholders’ approval. The financial statements for the current financial year do not reflect the proposed dividend. 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 2017.

eMPloyee share trust scheMe

The Employee Share Trust Scheme (“ESTS” or “Scheme”) was approved by the Board of Directors on 31 July 2007 to purchase up to 15 million issued ordinary shares (“ESTS Shares”) of the Company. The commencement date of the ESTS was 1 October 2007 and shall be in force for a period of 3 years (“ESTS Period”). In year 2010, the ESTS Period was extended for a period of 2 years. In year 2012, it was further extended for a period of 2 years. In year 2014, the ESTS was subsequently extended for a further period of 3 years.

The ESTS would provide an opportunity for eligible employees who had contributed to the growth and development of the Group to participate in the equity of the Company.

The main features of the ESTS, inter-alia, are as follows:

(a) Beneficiaries of the ESTS are eligible employees who are full-time employees under the category of executives of the Group, which may include Executive Directors of the Company, who have been in employment with the Company for at least 6 months and are on the payroll of the Company and its subsidiaries during the ESTS Period.

(b) The aggregate number of shares to be acquired under the ESTS shall not exceed 15 million of the issued ordinary shares of the Company for the time being and the amount required to purchase the first tranche of 10 million issued ordinary shares of the Company shall not exceed RM14 million.

(c) The Scheme shall be in force for a period at 3 years effective from 1 October 2007.

(d) The beneficiaries shall be entitled to any distribution rights (including but not limited to dividends, bonus and rights issues but shall exclude cash capital repayments) in relation to the ESTS Shares. However, such dividends, if any, are automatically waived in favour of the Company as settlement of any cost incurred in implementing and maintaining the Scheme.

(e) The beneficiaries shall not be entitled to any voting rights in relation to the ESTS Shares as the voting rights lie with the appointed Trustee who shall take into consideration the recommendations of the adviser appointed by the ESTS Committee before voting.

(f) The award to the beneficiaries is through the realisation of any gains arising from the disposal of the ESTS Shares held in the ESTS Trust (as further defined in Note 33 to the financial statements). The net gains from such disposal after repayment of the corresponding portion of the loan granted by the Company are to be allocated to the beneficiaries based on the beneficiaries’ achievement of their respective performance targets as determined by the Company.

The Company appointed RHB Trustees Berhad as the Trustee of the Scheme and entered into a Trust Deed on 24 September 2007.

Subsequently, the following were entered into to amend certain clauses/definitions of the Scheme:

(a) First Supplemental Deed dated 10 February 2009 to amend the definition of “Eligible Employees” to exclude the Executive Directors and persons connected to the Executive Directors;

(b) Second Supplemental Deed dated 12 March 2009 to extend the maturity period of the ESTS for a further 2 years to 30 September 2012;

(c) Third Supplemental Deed dated 18 September 2012 to extend the maturity period of the ESTS for a further 2 years to 30 September 2014; and

(d) Fourth Supplemental Deed dated 12 November 2013 to extend the maturity period of the ESTS for a further 3 years to 30 September 2017.

The Board had on 3 February 2009 resolved to increase the total shares to be purchased under the ESTS by 5 million to 20 million ordinary shares and the amount required to purchase the total shares shall not exceed RM19 million.


Directors’ Report (Cont’d)

eMPloyee share trust scheMe (cont’D)

On 26 May 2010, the Board further resolved to increase the total shares to be purchased under the ESTS to 25 million ordinary shares and the amount required to purchase the shares shall not exceed RM25 million. Subsequently on 28 April 2011, the Board further resolved to increase the amount required to purchase the ESTS Shares from RM25 million to RM27 million.

On 30 October 2013, the Trustee received 1,312,499 ordinary shares of the Company being dividend-in-specie by way of distribution of treasury shares on the basis of one (1) treasury share for every twenty (20) existing ESTS Shares held. Further details are dislosed in Note 33 to the financial statements.

Directors

The directors of the Company in office since the date of the last report and at the date of this report are:

Tan Sri Mohamed Azman bin YahyaTan Sri Nik Mohamed bin Nik YaacobDato’ Robert Teo Keng TuanChin Jit PyngLee Siew Choong

Directors’ benefits

Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which the Company was a party, whereby the directors might acquire benefits by means of acquisition of shares in or debentures of the Company or any other body corporate.

Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than benefits included in the aggregate amount of emoluments received or due and receivable by the directors as shown in Note 7 to the financial statements or the fixed salary of a full-time employee of the Company) by reason of a contract made by the Company or a related corporation with any 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 as disclosed in Note 40 to the financial statements.

Directors’ interests

According to the register of directors’ shareholdings, the interests of directors in office at the end of the financial year in shares/warrants of the Company and its related corporations during the financial year were as follows:

number of ordinary shares of rM1 each 1 april During the year 31 March

2015 bought sold 2016

the company

Direct interest:

Tan Sri Mohamed Azman bin Yahya 8,715,000 - - 8,715,000

Chin Jit Pyng 12,570,270 - - 12,570,270

indirect interest:


Chin Jit Pyng 8,820,000 - - 8,820,000

Dato’ Robert Teo Keng Tuan 11,025 - - 11,025

Directors’ interests (cont’D)

number of Warrants 2013/2020 1 april During the year 31 March

2015 bought sold 2016

Direct interest:


Chin Jit Pyng 2,218,562 - - 2,218,562

Lee Siew Choong 500,000 - - 500,000

indirect interest:


Chin Jit Pyng 600,000 - - 600,000

Dato’ Robert Teo Keng Tuan 2,756 - - 2,756

By virtue of his interest in the shares of the Company, Tan Sri Mohamed Azman bin Yahya is deemed to be interested in the shares of all the subsidiaries of the Company to the extent that the Company has an interest.

None of the other director in office at the end of the financial year had any interest in the shares/warrants of the Company or its related corporations during the financial year.

treasury shares

During the financial year, the Company purchased 20,000 of its issued ordinary shares from the open market at an average price of RM0.82 per share. The total consideration paid for the purchase was RM16,400. The purchase transactions were financed by internally generated funds. The shares purchased are being held as treasury shares in accordance with Section 67A of the Companies Act, 1965.

Of the total 310,000,000 (2015: 310,000,000) issued and fully paid ordinary shares as at 31 March 2016, 408,329 (2015: 388,329) are held as treasury shares by the Company. As at 31 March 2016, the number of ordinary shares in issue less the treasury shares is 309,591,671 (2015: 309,611,671) ordinary shares of RM1.00 each.

Warrants 2013/2020

On 19 November 2013, the Company issued 107,407,888 Warrants (“the Warrants”) pursuant to the resolution where one Warrant is granted for every four existing ordinary shares of RM1.00 each held by the shareholders. The Warrants include 12,500,000 free warrants and 17,500,000 free warrants granted to the Employee Share Trust Scheme and to the directors of the Company respectively. Each Warrant entitled the holder to subscribe for 1 new ordinary share at an exercise price of RM1.10 each.

The main features of the Warrants are as follows:

(i) Each Warrant entitles the registered holder at any time during the exercise period to subscribe for one new ordinary shares of RM1.00 each in the Company at an exercise price of RM1.10.

(ii) The Warrants shall be exercisable at any time within 7 years commencing on and including the date of the issuance of the Warrants. Any Warrants which are not exercised during the exercise period shall thereafter lapse and cease to be valid.

(iii) The exercise price and the number of Warrants are subject to adjustment in the event of alteration to the share capital of the Company in accordance with the provisions set out in the deed poll.

(iv) All new ordinary shares to be issued arising from the exercise of the Warrants shall rank pari passu in all respects with the then existing ordinary shares of the Company except that such new ordinary shares shall not be entitled to any dividends, rights, allotments and other distributions on or prior to the date of allotment of the new ordinary shares arising from the exercise of the Warrants.


Directors’ Report (Cont’d)

other statutory inforMation

(a) Before the statements of comprehensive income and statements of financial position 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 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 which would render:

(i) the amount written off for bad debts or the amount of allowance for doubtful debts in these financial statements inadequate to any substantial extent; and

(ii) the values attributed to the current assets in the financial statements of the Group and of the Company misleading.

(c) At the date of this report, the directors are not aware of any circumstances 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.

(d) At the date of this report, the directors are not aware of any circumstances 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.

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

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

(ii) any contingent liability of the Group or of the Company which has arisen since the end of the financial year,

(f) 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 or 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 or of the Company for the financial year in which this report is made.

siGnificant events DurinG the financial year

Details of the significant events during the financial year are disclosed in Note 41 to the financial statements.

auDitors

The auditors, Ernst & Young, have expressed their willingness to continue in office.

Signed for and on behalf of the Board in accordance with a resolution of the directors dated 15 June 2016.

tan sri Mohamed azman bin yahya chin Jit Pyng


Statement by Directorspursuant to Section 169(15) of the Companies Act, 1965

Statutory Declarationpursuant to Section 169(16) of the Companies Act, 1965

I, Hazurin bin Harun, being the officer primarily responsible for the financial management of Symphony Life Berhad, do solemnly and sincerely declare that the accompanying financial statements as set out on pages 65 to 150 are in my opinion correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared bythe abovenamed Hazurin bin Harun atKuala Lumpur in the Federal Territory hazurin bin harunon 15 June 2016

Before me,

habsah binti KassimNo. W686Commissioner of Oath

We, Tan Sri Mohamed Azman bin Yahya and Chin Jit Pyng, being two of the directors of Symphony Life Berhad, do hereby state that, in the opinion of the directors, the accompanying financial statements as set out on pages 65 to 149 are drawn up in accordance with the requirements of the Companies Act, 1965 and applicable Financial Reporting Standards in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 31 March 2016 and of their results and the cash flows for the year then ended.

Further to the statement by directors pursuant to Section 169(15) of the Companies Act, 1965, the information set out in Note 48 on page 150 to the financial statements have been prepared in accordance with the 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’s Main Market Listing Requirements, as issued by the Malaysian Institute of Accountants.

Signed for and on behalf of the Board in accordance with a resolution of the directors dated 15 June 2016.

tan sri Mohamed azman bin yahya chin Jit Pyng

Independent Auditors’ Reportto the members of Symphony Life Berhad(Incorporated in Malaysia)

rePort on the financial stateMents

We have audited the financial statements of Symphony Life Berhad, which comprise the statements of financial position as at 31 March 2016 of the Group and of the Company, and the statements of comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company for the year then ended, and a summary of significant accounting policies and other explanatory information, as set out on pages 65 to 149.

Directors’ responsibility for the financial statements

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation of financial statements that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of the 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 requirements of the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 31 March 2016 and of their financial performance and cash flows for the 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) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiaries have been properly kept in accordance with the provisions of the Act.

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

(c) The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification and did not include any comment required to be made under Section 174(3) of the Act.


Independent Auditors’ Report (Cont’d)to the members of Symphony Life Berhad(Incorporated in Malaysia)

other rePortinG resPonsibilities

The supplementary information set out in Note 48 on page 150 is disclosed to meet the requirement of Bursa Malaysia Securities Berhad. The directors are responsible for the preparation of the supplementary information in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants ("MIA Guidance") and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad.

other Matters

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

ernst & young Kua choo KaiAF: 0039 No. 2030/03/18(J)Chartered Accountants Chartered Accountant

Kuala Lumpur, Malaysia15 June 2016

Statements of Comprehensive Incomefor the financial year ended 31 March 2016

Group company

note 2016

rM’000 2015

rM’000 2016

rM’000 2015

rM’000 (restated)

Revenue 3 144,279 286,121 9,420 155,356

Cost of sales 4 (91,121) (205,196) - -

Gross profit 53,158 80,925 9,420 155,356

Other income 5 14,446 16,059 21,590 20,154

Employee benefits expense 6 (15,695) (26,016) (4,444) (12,318)

Depreciation and amortisation 8 (2,276) (2,738) (285) (650)

Other expenses 9 (26,162) (31,598) (6,431) (9,452)

operating profit 23,471 36,632 19,850 153,090

Other investing activities results 10 (4,659) 24,793 (4,401) 21,640

Share of results of associates

and jointly controlled entities 11 3,408 (1,922) - -

Finance costs 12 (4,639) (4,953) (9,680) (10,645)

Profit before taxation 17,581 54,550 5,769 164,085

Income tax 13 (6,594) (11,966) (2,555) (3,228)

Profit net of tax 10,987 42,584 3,214 160,857

other comprehensive income - - - -

total comprehensive income for the year 10,987 42,584 3,214 160,857

Profit attributable to:

Equity holders of the Company 13,194 43,910 3,214 160,857

Non-controlling interests (2,207) (1,326) - -

10,987 42,584 3,214 160,857

total comprehensive income attributable to:

Equity holders of the Company 13,194 43,910 3,214 160,857

Non-controlling interests (2,207) (1,326) - -

10,987 42,584 3,214 160,857

earnings per share attributable to equity holders of the company (sen)

- basic, profit for the year 14 4.68 15.57

The accompanying accounting policies and explanatory information form an integral part of the financial statements.


note 31.3.2016

rM’000 31.3.2015

rM’000(restated)

1.4.2014 rM’000

(restated)

Group

assets

non-current assets

Property, plant and equipment 16 79,684 66,085 18,202

Land held for property development 17(a) 213,079 223,803 198,635

Investment properties 18 41,100 41,693 42,517

Land use rights 19 28 38 48

Goodwill 20 10,327 10,327 10,327

Investment in associates 22 - 60 62

Investment in jointly controlled entities 23 20,855 15,447 54,715

Investment securities 24 12,897 17,537 19,032

Other receivable 26 18,519 35,664 51,541

Deferred tax assets 37 9,960 9,200 6,273

406,449 419,854 401,352

current assets

Property development costs 17(b) 367,788 272,975 304,477

Inventories 25 34,351 51,082 7,605

Investment securities 24 190 217 447

Trade and other receivables 26 154,871 180,338 142,138

Other current assets 27 54,557 86,124 83,391

Tax recoverable 15,269 9,593 5,632

Cash and bank balances 29 101,880 105,529 145,969

728,906 705,858 689,659

total assets 1,135,355 1,125,712 1,091,011

note 31.3.2016

rM’000 31.3.2015

rM’000(restated)

1.4.2014 rM’000

(restated)

Group

equity and liabilities

equity attributable to equity holders of the company

Share capital 30 310,000 310,000 310,000

Treasury shares 30 (337) (320) (300)

Capital reserve 31 30,815 30,815 30,815

Other reserves 31 (29,913) (29,913) (29,913)

Retained profits 32 298,785 299,689 264,631

Shares held by ESTS Trust 33 (25,444) (25,444) (25,444)

Shareholders’ equity 583,906 584,827 549,789

Non-controlling interests (673) 1,534 2,737

total equity 583,233 586,361 552,526

non-current liabilities

Borrowings 34 288,940 195,000 195,050

Deferred income 35 45,609 48,341 49,799

334,549 243,341 244,849

current liabilities

Trade and other payables 35 130,766 139,089 166,316

Other current liabilities 36 14,720 8,333 9,495

Borrowings 34 65,685 141,400 109,055

Current tax payable 6,402 7,188 8,770

217,573 296,010 293,636

total liabilities 552,122 539,351 538,485

total equity and liabilities 1,135,355 1,125,712 1,091,011

Statements of Financial Positionas at 31 March 2016



note 31.3.2016

rM’000 31.3.2015

rM’000(restated)

1.4.2014 rM’000

(restated)

company

assets

non-current assets

Property, plant and equipment 16 599 272 795

Investment in subsidiaries 21 489,690 489,690 489,690

Investment in associates 22 2 102 102

Investment in jointly controlled entities 23 22,000 20,000 60,631

Investment securities 24 9,060 13,500 15,044

Deferred tax assets 37 42 42 42

521,393 523,606 566,304

current assets

Trade and other receivables 26 128,175 191,223 400,993

Other current assets 27 1,846 1,856 1,856

Cash and bank balances 29 68,277 51,778 46,788

198,298 244,857 449,637

total assets 719,691 768,463 1,015,941

equity and liabilities

equity attributable to equity holders of the company

Share capital 30 310,000 310,000 310,000

Treasury shares 30 (337) (320) (300)

Capital reserve 31 10,815 10,815 10,815

Other reserves 31 2,275 2,275 2,275

Retained profits 32 200,271 211,155 59,150

Shares held by ESTS Trust 33 (25,444) (25,444) (25,444)

Shareholders’ equity 497,580 508,481 356,496

total equity 497,580 508,481 356,496

non-current liability

Borrowings 34 150,000 150,000 172,912

150,000 150,000 172,912

current liabilities

Trade and other payables 35 54,017 42,298 421,023

Borrowings 34 18,000 67,600 65,500

Current tax payable 94 84 10

72,111 109,982 486,533

total liabilities 222,111 259,982 659,445

total equity and liabilities 719,691 768,463 1,015,941

Statements of Financial Position (Cont’d)as at 31 March 2016


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Statements of Cash Flowsfor the financial year ended 31 March 2016

Group company 2016

rM’000 2015

rM’000 2016

rM’000 2015

rM’000

cash flows from operating activities


Adjustments for:

Amortisation of land use rights 10 10 - -

Amortisation of investment properties 953 885 - -

Depreciation of property, plant and equipment 1,313 1,843 285 650

Dividend income (852) (10) (5,261) (144,000)

Net gain on disposals of:

- property, plant and equipment (553) (142) (180) -

- financial assets at fair value through profit or loss - (19) - -

Gain on disposals of investment in jointly controlled entity - (26,454) - (23,171)

Interest expense 15,349 15,642 9,680 10,645

Interest income (5,091) (5,124) (20,233) (19,767)

Fair value adjustments on financial assets at fair value through profit or loss 4,667 1,680 4,440 1,531

Write back for impairment on investment securities - (195) - -

Allowance for doubtful debts 7 271 31 -

Provision for liquidated ascertained damages - 413 - -

Property, plant and equipment written off - 51 - -

Net (gain)/loss arises from derecognition of investment in associate (8) - 32 -

Share of results of:

- associates - 2 - -

- jointly controlled entities (3,408) 1,920 - -

Waiver of debts due to subsidiaries - - (71) -

Write back of allowance for doubtful debts (152) (13) (469) -

Operating profit/(loss) before working capital changes 29,816 45,310 (5,977) (10,027)

Changes in working capital:

Land held for property development 442 (25,168) - -

Property development costs (39,685) (17,193) - -

Inventories 18,445 4,487 - -

Receivables 74,324 (46,670) 63,567 209,783

Payables (51,228) (30,260) 11,719 (378,725)

Interest paid (15,349) (15,642) (9,680) (10,645)

Interest received 5,091 5,124 20,233 19,767

Net taxes paid (13,816) (20,436) (2,545) (3,154)

Net cash generated from/(used in) operating activities 8,040 (100,448) 77,317 (173,001)


Statements of Cash Flows (Cont’d)for the financial year ended 31 March 2016

Group company 2016

rM’000 2015

rM’000 2016

rM’000 2015

rM’000

cash flows from investing activities

Dividends received from:

- subsidiary - - 4,500 144,000

- equity instrument (quoted) 852 10 761 -

Additional subscription of shares by non-controlling interest in subsidiaries - 123 - -

Additional subscription of shares in a jointly controlled entity (2,000) - (2,000) -

Proceeds from disposals of:

- property, plant and equipment 901 420 180 -

- financial assets held through profit or loss - 742 - -

- investment in jointly controlled entity - 63,802 - 63,802

- investment in associate 68 - 68 -

Subsequent expenditure of investment properties (360) (61) - -

Purchase of:

- property, plant and equipment (15,260) (50,491) (612) (127)

- financial assets at fair value through profit or loss - (482) - -

Net cash inflow from disposal of a subsidiary - 22,522 - -

Net cash (used in)/generated from investing activities (15,799) 36,585 2,897 207,675

cash flows from financing activities

Net drawdown/(repayment) of:

- term loans 44,150 22,195 (23,300) (30,112)

- other short term borrowings (26,300) 9,300 (26,300) 9,300

Proceeds from disposal of warrants held by ESTS - 2,430 - 2,430

Placement of short term deposits with licensed banks (28,734) (11,862) (26,584) (11,862)

Dividend paid (14,098) (11,282) (14,098) (11,282)

Purchase of treasury shares (17) (20) (17) (20)

Net cash (used in)/generated from financing activities (24,999) 10,761 (90,299) (41,546)

net decrease in cash and cash equivalents (32,758) (53,102) (10,085) (6,872)

cash and cash equivalents at beginning of the financial year 65,461 118,563 12,586 19,458

cash and cash equivalents at end of the financial year (note 29) 32,703 65,461 2,501 12,586


Notes to the Financial Statements31 March 2016

1. corPorate inforMation

The Company is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the Main Market of the Bursa Malaysia Securities Berhad. The registered office and principal place of business of the Company are located at Level 9, Symphony House, Dana 1 Commercial Centre, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan.

The principal activities of the Company are property development, property investment and investment holding.

The principal activities of the subsidiaries and associates are as set out in Notes 21 and 22.

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

The financial statements, which are presented in Ringgit Malaysia, were authorised for issue by the Board of Directors in accordance with a resolution of the directors on 15 June 2016.

2. siGnificant accountinG Policies

2.1 basis of preparation

The financial statements of the Group and of the Company have been prepared in accordance with Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia. At the beginning of the current financial year, the Group and the Company adopted new and revised FRS which are mandatory for financial periods beginning on or after 1 January 2015 as described fully in Note 2.2.

The financial statements have been prepared on the historical cost basis except as disclosed in the accounting policies below.

The financial statements are presented in Ringgit Malaysia (RM) and all values are rounded to the nearest thousand (RM’000) except when otherwise indicated.

2.2 changes in accounting policies

The accounting policies adopted are consistent with those of the previous financial year except as follows:

On 1 April 2015, the Group and the Company adopted the following new and amended FRSs mandatory for annual financial periods beginning on or after 1 July 2014.

Description

effective forannual periods

beginning onor after

Amendments to FRS 119: Defined Benefit Plans: Employee Contributions 1 July 2014

Annual Improvements to FRSs 2010 – 2012 Cycle 1 July 2014

Annual Improvements to FRSs 2011 – 2013 Cycle 1 July 2014

The application of these amendments has had no material impact on the disclosures or the amounts recognised in the Group’s and the Company’s financial statements.


Notes to the Financial Statements (Cont’d)31 March 2016

2. siGnificant accountinG Policies (cont’D)

2.3 standards issued but not yet effective

The standards and interpretations that are issued but not yet effective up to the date of issuance of the Group’s and the Company’s financial statements are disclosed below. The Group and the Company intend to adopt these standards, if applicable, when they become effective.

Description

effective forannual periods

beginning onor after

Annual Improvements to FRSs 2012 – 2014 Cycle 1 January 2016

Amendments to FRS 116 and FRS 138: Clarification of Acceptable Methods of Depreciation and Amortisation 1 January 2016

Amendments to FRS 116 and FRS 141: Agriculture: Bearer Plants 1 January 2016

Amendments to FRS 10 and FRS 128: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture Deferred

Amendments to FRS 11: Accounting for Acquisitions of Interests in Joint Operations 1 January 2016

Amendments to FRS 127: Equity Method in Separate Financial Statements 1 January 2016

Amendments to FRS 101: Disclosure Initiatives 1 January 2016

Amendments to FRS 10, FRS 12 and FRS 128: Investment Entities: Applying the Consolidation Exception 1 January 2016

FRS 14 Regulatory Deferral Accounts 1 January 2016

Amendments to FRS 107: Disclosure Initiative 1 January 2017

Amendments to FRS 112: Recognition of Deferred Tax Assets for Unrealised Losses 1 January 2017

FRS 9 Financial Instruments 1 January 2018

amendments to frs 116 and frs 138: clarification of acceptable Methods of Depreciation and amortisation

The amendments clarify that revenue reflects a pattern of economic benefits that are generated from operating a business (of which the asset forms part of the business) rather than the economic benefits that are consumed through the use of an asset. As a result, a revenue-based method cannot be used to depreciate property, plant and equipment and may only be used in very limited circumstances to amortise intangible assets. The amendments are effective prospectively for annual periods beginning on or after 1 January 2016, with early adoption permitted. These amendments are not expected to have any impact to the Group as the Group has not used a revenue-based method to depreciate its non-current assets.

amendments to frs 116 and frs 141 agriculture: bearer Plants

The amendments change the accounting requirements for biological assets that meet the definition of bearer plants. Under the amendments, biological assets that meet the definition of bearer plants will no longer be within the scope of FRS 141. Instead, FRS 116 will apply. After initial recognition, bearer plants will be measured under FRS 116 at accumulated cost (before maturity) and using either the cost model or revaluation model (after maturity). The amendments also require that produce that grows on bearer plants will remain in the scope of FRS 141 and are measured at fair value less costs to sell.

The amendments are effective for annual periods beginning on or after 1 January 2016 and are to be applied retrospectively, with early adoption permitted. The Directors anticipate that the application of these amendments will have a material impact on the amounts reported and disclosures made in the Group’s and the Company’s financial statements. The Group and the Company are currently assessing the impact of these amendments and plans to adopt the new standard on the required effective date.


2.3 standards issued but not yet effective (cont’d)

amendments to frs 10 and frs 128: sale or contribution of assets between an investor and its associate or Joint venture

The amendments clarify that:

- gains and losses resulting from transactions involving assets that do not constitute a business, between investor and its associate or joint venture are recognised in the entity’s financial statements only to the extent of unrelated investors’ interests in the associate or joint venture; and

- gains and losses resulting from transactions involving the sale or contribution of assets to an associate of a joint venture that constitute a business is recognised in full.

The amendments are to be applied prospectively to the sale or contribution of assets occurring in annual periods beginning on or after a date to be determined by Malaysian Accounting Standards Board. Earlier application is permitted. These amendments are not expected to have any impact on the Group.

amendments to frs 11 Joint arrangements: accounting for acquisitions of interests in Joint operations

The amendments to FRS 11 require that a joint operator which acquires an interest in a joint operations which constitute a business to apply the relevant FRS 3 Business Combinations principles for business combinations accounting. The amendments also clarify that a previously held interest in a joint operation is not remeasured on the acquisition of an additional interest in the same joint operation while joint control is retained. In addition, a scope exclusion has been added to FRS 11 to specify that the amendments do not apply when the parties sharing joint control, including the reporting entity, are under common control of the same ultimate controlling party.

These amendments are to be applied prospectively for annual periods beginning on or after 1 January 2016, with early adoption permitted. The Directors of the Company do not anticipate that the application of these amendments will have a material impact on the Group’s consolidated financial statements.

amendments to frs 127: equity Method in separate financial statements

The amendments will allow entities to use the equity method to account for investments in subsidiaries, joint ventures and associate in their separate financial statements. Entities already applying FRS and electing to change to the equity method in its separate financial statements will have to apply this change retrospectively. For first-time adopters of FRS electing to use the equity method in its separate financial statements, they will be required to apply this method from the date of transition to FRS. The amendments are effective for annual periods beginning on or after 1 January 2016, with early adoption permitted. These amendments will not have any impact on the Group’s and the Company’s financial statements.

amendments to frs 101: Disclosure initiatives

The amendments to FRS 101 include narrow-focus improvements in the following five areas:

• Materiality• Disaggregationandsubtotals• Notesstructure• Disclosureofaccountingpolicies• Presentationofitemsofothercomprehensiveincomearisingfromequityaccountedinvestments

The Directors of the Company do not anticipate that the application of these amendments will have a material impact on the Group’s and the Company’s financial statements.





amendments to frs 10, frs 12 and frs 128: investment entities: applying the consolidation exception

The amendments clarify that the exemption from presenting consolidated financial statements applies to a parent entity that is a subsidiary of an investment entity, when the investment entity measures all of its subsidiaries at fair value. The amendments further clarify that only a subsidiary that is not an investment entity itself and provides support services to the investment entity is consolidated. In addition, the amendments also provides that if an entity that is not itself an investment entity has an interest in an associate or joint venture that is an investment entity, the entity may, when applying the equity method, retain the fair value measurement applied by that investment entity associate or joint venture to the investment entity associate’s or joint venture’s interests in subsidiaries.

The amendments are to be applied retrospectively and are effective for annual periods beginning on or after 1 January 2016, with early adoption permitted. These amendments will not have any impact on the Group’s and the Company’s financial statements.

frs 14 regulatory Deferral accounts

FRS 14 is an optional standard that allows an entity, whose activities are subject to rate-regulations, to continue applying most of its existing accounting policies for regulatory deferral account balances upon its first-time adoption of FRS. Entities that adopt FRS 14 must present the regulatory deferral accounts as separate line items on the statement of financial position and present movements in the account balances as separate line items in the statement of profit or loss and other comprehensive income. The standard requires disclosures on the nature of, and risks associated with, the entity’s rate-regulation and the effects of that rate-regulation on its financial statements. Since the Group is an existing FRS preparer, this standard would not apply.

frs 9 financial instruments

In November 2014, MASB issued the final version of FRS 9 Financial Instruments which reflects all phases of the financial instruments project and replaces FRS 139 Financial Instruments: Recognition and Measurement and all previous versions of FRS 9. The standard introduces new requirements for classification and measurement, impairment and hedge accounting. FRS 9 is effective for annual periods beginning on or after 1 January 2018, with early application permitted. Retrospective application is required, but comparative information is not compulsory. The adoption of FRS 9 will have an effect on the classification and measurement of the Group’s financial assets, but no impact on the classification and measurement of the Group’s financial liabilities.

annual improvements to frss 2012–2014 cycle

The Annual Improvements to FRSs 2012-2014 Cycle include a number of amendments to various FRSs, which are summarised below. The Directors of the Company do not anticipate that the application of these amendments will have a significant impact on the Group’s and the Company’s financial statements.

standards Descriptions

FRS 5Non-currentAssets Heldfor Sale andDiscontinuedOperations

The amendment to FRS 5 clarifies that changing from one disposal methods to the other should not be considered to be a new plan of disposal, rather it is a continuation of the original plan. There is therefore no interruption of the application of the requirements in FRS 5.

The amendment also clarifies that changing the disposal method does not change the date of classification. This amendment is to be applied prospectively to changes in methods of disposal that occur in annual periods beginning on or after 1 January 2016, with earlier application permitted.



annual improvements to frss 2012–2014 cycle (cont’d)

standards Descriptions

FRS 7FinancialInstruments:Disclosures

The amendment clarifies that a servicing contract that includes a fee can constitute continuing involvement in a financial asset. An entity must assess the nature of the fee and arrangement against the guidance for continuing involvement in FRS 7 in order to assess whether the disclosures are required.

In addition, the amendment also clarifies that the disclosures in respect of offsetting of financial assets and financial liabilities are not required in the condensed interim financial report.

FRS 119EmployeeBenefits

The amendment to FRS 119 clarifies that market depth of high quality corporate bonds is assessed based on the currency in which the obligation is denominated, rather than the country where the obligation is located. When there is no deep market for high quality corporate bonds in that currency, government bond rates must be used.

FRS 134InterimFinancialReporting

FRS 134 requires entities to disclose information in the notes to the interim financial statements ‘if not disclosed elsewhere in the interim financial report’.

The amendment states that the required interim disclosures must either be in the interim financial statements or incorporated by cross-reference between the interim financial statements and wherever they are included within the greater interim financial report (e.g., in the management commentary or risk report). The other information within the interim financial report must be available to users on the same terms as the interim financial statements and at the same time.

Malaysian financial reporting standards (Mfrs framework)

On 19 November 2011, the Malaysian Accounting Standards Board (“MASB”) issued a new MASB approved accounting framework, the Malaysian Financial Reporting Standards (“MFRS Framework”).

The MFRS Framework is a fully IFRS-compliant framework which is applicable for all non-private entities for annual periods beginning on or after 1 January 2017, other than Transitioning Entities (“TEs”), which may defer adoption in view of potential changes on the horizon which may change current accounting treatments.

TEs are non-private entities within the scope of MFRS 141 - Agriculture and IC Interpretation 15 - Agreements for the Construction of Real Estate, including their parent, significant investor and venturer. The Group being a TE, will adopt the MFRS Framework with effect from 1 April 2018.

The Group considers that it is achieving its scheduled milestones and expects to be in a position to fully comply with the requirements of the MFRS Framework for the financial year ending 31 March 2019.




2.4 summary of significant accounting policies

(a) basis of consolidation

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

The Company controls an investee if and only if the Company has all the following:

(i) Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee);

(ii) Exposure, or rights, to variable returns from its investment with the investee; and

(iii) The ability to use its power over the investee to affect its returns.

Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

(i) The contractual arrangement with the other vote holders of the investee;

(ii) Rights arising from other contractual arrangements; and

(iii) The Group’s voting rights and potential voting rights.

The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions.

If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, non-controlling interest and other components of equity while any resultant gain or loss is recognised in profit or loss. Any investment retained is recognised at fair value.


2.4 summary of significant accounting policies (cont’d)

(b) business combinations

Acquisitions of subsidiaries are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interests in the acquiree. The Group elects on a transaction-by-transaction basis whether to measure the non-controlling interests in the acquiree either at fair value or at the proportionate share of the acquiree’s identifiable net assets. Transaction costs incurred are expensed and included in administrative expenses.

Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Subsequent changes in the fair value of the contingent consideration which is deemed to be an asset or liability, will be recognised in accordance with FRS 139 either in profit or loss or as a change to other comprehensive income. If the contingent consideration is classified as equity, it will not be remeasured. Subsequent settlement is accounted for within equity. In instances where the contingent consideration does not fall within the scope of FRS 139, it is measured in accordance with the appropriate FRS.

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree.

If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through profit or loss.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than fair value of the net assets of the subsidiary acquired, the difference is recognised in profit or loss. The accounting policy for goodwill is set out in Note 2.4(e).

(c) investment in subsidiaries

A subsidiary is an entity over which the Group has all the following:

(i) Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee);

(ii) Exposure, or rights, to variable returns from its investment with the investee; and

(iii) The ability to use its power over the investee to affect its returns.

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

(d) investment in associates and joint ventures

An associate is an entity in which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control.





(d) investment in associates and joint ventures (cont’d)

The considerations made in determining significant influence or joint control are similar to those necessary to determine control over subsidiaries.

On acquisition of an investment in associate or joint venture, any excess of the cost of investment over the Group’s share of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill and included in the carrying amount of the investment. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities of the investee over the cost of investment is excluded from the carrying amount of the investment and is instead included as income in the determination of the Group’s share of the associate’s or joint venture’s profit or loss for the period in which the investment is acquired.

An associate or a joint venture is equity accounted for from the date on which the investee becomes an associate or a joint venture.

Under the equity method, on initial recognition the investment in an associate or a joint venture is recognised at cost, and the carrying amount is increased or decreased to recognise the Group’s share of the net assets of the associate or joint venture since the date of acquisition.

Goodwill relating to the associate or joint venture is included in the carrying amount of the investment and is not tested for impairment individually.

The statement of profit or loss reflects the Group’s share of the results of operations of the associate or joint venture. Any change in OCI of those investees is presented as part of the Group’s OCI. In addition, when there has been a change recognised directly in the equity of the associate or joint venture, the Group recognises its share of any changes, when applicable, in the statement of changes in equity. Unrealised gains and losses resulting from transactions between the Group and the associate or joint venture are eliminated to the extent of the interest in the associate or joint venture.

The aggregate of the Group’s share of profit or loss of an associate and a joint venture is shown on the face of the statement of profit or loss outside operating profit and represents profit or loss after tax and non-controlling interests in the subsidiaries of the associate or joint venture.

The financial statements of the associate or joint venture are prepared for the same reporting period as the Group. When necessary, adjustments are made to bring the accounting policies in line with those of the Group.

After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its investment in its associate or joint venture. At each reporting date, the Group determines whether there is objective evidence that the investment in the associate or joint venture is impaired. If there is such evidence, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate or joint venture and its carrying value, and then recognises the loss as ‘Share of profit of an associate and a joint venture’ in the statement of profit or loss.

Upon loss of significant influence over the associate or joint control over the joint venture, the Group measures and recognises any retained investment at its fair value. Any difference between the carrying amount of the associate or joint venture upon loss of significant influence or joint control and the fair value of the retained investment and proceeds from disposal is recognised in profit or loss.

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



(e) Goodwill

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

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

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

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

(f) Property, plant and equipment and depreciation

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

Subsequent to initial recognition, property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses except for the revaluation of certain freehold land. These freehold land of the Group have not been revalued since. The directors have not adopted a policy of regular revaluation of such asset and no later valuation has been recorded.

Freehold land has an unlimited useful life and therefore is not depreciated.

Depreciation of other property, plant and equipment is provided for on a straight-line basis to write off the cost of each asset to its residual value over the estimated useful life, at the following annual rates:

Leasehold land 59 to 99 years

Buildings and improvements 2% - 10%

Office equipment, furniture, fixtures and fittings 10% - 25%

Motor vehicles 15% - 20%

Plant, machinery and equipment 7.5% - 40%

Renovations 10% - 25%

Quarry development 2 years

Work-in-progress included in property, plant and equipment are not depreciated as these assets are not yet available for use.

The residual values, useful life and depreciation method are reviewed at each financial year-end 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.





(f) Property, plant and equipment and depreciation (cont’d)

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. The difference between the net disposal proceeds, if any, and the net carrying amount is recognised in profit or loss and the unutilised portion of the revaluation surplus on that item is taken directly to retained profits.

Development cost is incurred in relation to the development of quarry operations and is stated at cost less accumulated amortisation. Development cost incurred is written off on a straight-line basis over the economic useful lives of the quarry site upon commencement of extraction. The development is normally undertaken in phases and the useful lives of each phase is approximately two years.

(g) investment properties

Investment properties are properties which are held either to earn rental income or for capital appreciation or for both. Such properties are measured initially at cost, including transaction costs. Investment properties are stated at cost less accumulated depreciation and impairment.

Amortisation of investment properties are provided for on a straight-line basis to write off the cost of each asset to its residual value over the estimated useful life, at the following annual rates:

Buildings and improvements 2% - 10%

Office equipment, furniture, fixtures and fittings 10% - 25%

Plant, machinery and equipment 10%

Renovations 10%

A property interest under an operating lease is classified and accounted for as an investment property on a property-by-property basis when the Group holds it to earn rentals or for capital appreciation or both. Any such property interest under an operating lease classified as an investment property is carried at cost less accumulated depreciation.

Investment properties are derecognised when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any 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.

(h) land held for property development and property development costs

(i) land held for property development

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

Land held for property development is reclassified as property development costs at the point when development activities have commenced and where it can be demonstrated that the development activities can be completed within the normal operating cycle.



(h) land held for property development and property development costs (cont’d)

(ii) Property development costs

Property development costs comprise all costs that are directly attributable to development activities or that can be allocated on a reasonable basis to such activities.

When the financial outcome of a development activity can be reliably estimated, property development revenue and expenses are recognised in the profit or loss by using the stage of completion method. The stage of completion is determined by the proportion that property development costs incurred for work performed to date bear to the estimated total property development costs.

Where the financial outcome of a development activity cannot be reliably estimated, property development revenue is recognised only to the extent of property development costs incurred that are probable will be recoverable, and property development costs on properties sold are recognised as an expense in the period in which they are incurred.

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

Property development costs not recognised as an expense are recognised as an asset, which is measured at the lower of cost and net realisable value.

The excess of revenue recognised in the profit or loss over billings to purchasers is classified as accrued billings within other current assets and the excess of billings to purchasers over revenue recognised in the profit or loss is classified as progress billings within other current liabilities.

(i) construction contracts

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

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

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

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

(j) impairment of non-financial assets

The carrying amounts of the Group’s assets, other than investment properties, construction contract assets, property development costs, inventories, deferred tax assets and non-current assets (or disposal groups) held for sale, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated to determine the amount of impairment loss.





(j) impairment of non-financial assets (cont’d)

For goodwill, intangible assets that have an indefinite useful life and intangible assets that are not yet available for use, the recoverable amount is estimated at each reporting date or more frequently when indicators of impairment are identified.

For the purpose of impairment testing of these assets, recoverable amount is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. If this is the case, recoverable amount is determined for the cash-generating unit (CGU) to which the asset belongs to. Goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s CGUs, or groups of CGUs, that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the Group are assigned to those units or groups of units.

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

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

Impairment loss on goodwill is not reversed in a subsequent period. An impairment loss for an asset other than goodwill is reversed if, and only if, there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. The carrying amount of an asset, other than goodwill, is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of amortisation or depreciation) had no impairment loss been recognised for the asset in prior years. A reversal of impairment loss for an asset, other than goodwill, is recognised in profit or loss, unless the asset is carried at revalued amount, in which case, such reversal is treated as a revaluation increase.

(k) inventories

Inventories are stated at lower of cost and net realisable value.

The costs of completed properties, determined on the specific identification basis, comprise cost of land, construction and appropriate development expenditure.

Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.



(l) fair value measurement

The Group measures financial instruments, such as, derivatives financial assets at fair value at each reporting date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

(i) In the principal market for the asset or liability; or(ii) In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible to by the Group.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

(i) Level 1- Quoted (unadjusted) market prices in active markets for identical assets or liabilities

(ii) Level 2- Valuation techniques for which the lowest level input that is significant to the fair value measurement if directly or indirectly observable

(iii) Level 3- Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

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

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





(m) financial assets

The Group and the Company determine the classification of their financial assets at initial recognition, and the categories include financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments and available-for-sale financial assets.

(i) financial assets at fair value through profit or loss

Financial assets are classified as financial assets at fair value through profit or loss if they are held for trading or are designated as such upon initial recognition. Financial assets held for trading are derivatives (including separated embedded derivatives) or financial assets acquired principally for the purpose of selling in the near term.

Subsequent to initial recognition, financial assets at fair value through profit or loss are measured at fair value. Any gains or losses arising from changes in fair value are recognised in profit or loss. Net gains or net losses on financial assets at fair value through profit or loss do not include exchange differences, interest and dividend income. Exchange differences, interest and dividend income on financial assets at fair value through profit or loss are recognised separately in profit or loss as part of other losses or other income.

Financial assets at fair value through profit or loss could be presented as current or non-current. Financial assets that are held primarily for trading purposes are presented as current whereas financial assets that are not held primarily for trading purposes are presented as current or non-current based on the settlement date.

(ii) loans and receivables

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

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

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

(iii) held-to-maturity investments

Financial assets with fixed or determinable payments and fixed maturity are classified as held-to-maturity when the Group has the positive intention and ability to hold the investment to maturity.

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

Held-to-maturity investments are classified as non-current assets, except for those having maturity within 12 months after the reporting date which are classified as current.



(m) financial assets (cont’d)

(iv) available-for-sale financial assets

Available-for-sale financial assets are financial assets that are designated as available for sale or are not classified in any of the three preceding categories.

After initial recognition, available-for-sale financial assets are measured at fair value. Any gains or losses from changes in fair value of the financial assets are recognised in other comprehensive income, except that impairment losses, foreign exchange gains and losses on monetary instruments and interest calculated using the effective interest method are recognised in profit or loss. The cumulative gain or loss previously recognised in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment when the financial asset is derecognised. Interest income calculated using the effective interest method is recognised in profit or loss.

Dividends on an available-for-sale equity instrument are recognised in profit or loss when the Group and the Company’s right to receive payment is established.

Investments in equity instruments whose fair value cannot be reliably measured are measured at cost less impairment loss.

Available-for-sale financial assets are classified as non-current assets unless they are expected to be realised within 12 months after the reporting date.

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

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

(n) impairment of financial assets

The Group and the Company assess at each reporting date whether there is any objective evidence that a financial asset is impaired.

(i) trade and other receivables and other financial assets carried at amortised cost

To determine whether there is objective evidence that an impairment loss on financial assets has been incurred, the Group and the Company consider factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments. For certain categories of financial assets, such as trade receivables, assets that are assessed not to be impaired individually are subsequently assessed for impairment on a collective basis based on similar risk characteristics. Objective evidence of impairment for a portfolio of receivables could include the Group’s and the Company’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period and observable changes in national or local economic conditions that correlate with default on receivables.

If any such evidence exists, the amount of impairment loss 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. The impairment loss is recognised in profit or loss.





(n) impairment of financial assets (cont’d)

(i) trade and other receivables and other financial assets carried at amortised cost (cont’d)

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

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

(ii) unquoted equity securities carried at cost

If there is objective evidence (such as significant adverse changes in the business environment where the issuer operates, probability of insolvency or significant financial difficulties of the issuer) that an impairment loss on financial assets carried at cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment losses are not reversed in subsequent periods.

(iii) available-for-sale financial assets

Significant or prolonged decline in fair value below cost, significant financial difficulties of the issuer or obligor, and the disappearance of an active trading market are considerations to determine whether there is objective evidence that investment securities classified as available-for-sale financial assets are impaired.

If an available-for-sale financial asset is impaired, an amount comprising the difference between its cost (net of any principal payment and amortisation) and its current fair value, less any impairment loss previously recognised in profit or loss, is transferred from equity to profit or loss.

Impairment losses on available-for-sale equity investments are not reversed in profit or loss in the subsequent periods. Increase in fair value, if any, subsequent to impairment loss is recognised in other comprehensive income. For available-for-sale debt investments, impairment losses are subsequently reversed in profit or loss if an increase in the fair value of the investment can be objectively related to an event occurring after the recognition of the impairment loss in profit or loss.

(o) leases

(i) as lessee

Finance leases, which transfer to the Group substantially all the risks and rewards incidental to ownership of the leased item, are capitalised at the inception of the lease at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments. Any initial direct costs are also added to the amount capitalised. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged to profit or loss. Contingent rents, if any, are charged as expenses in the periods in which they are incurred.

Lease assets are depreciated over the estimated useful life of the asset. However, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life and the lease term.



(o) leases (cont’d)

(i) as lessee (cont’d)

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

(ii) as lessor

Leases where the Group retains substantially all the risks and rewards of ownership of the asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same bases as rental income.

(p) financial liabilities

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

Financial liabilities, within the scope of FRS 139, are recognised in the statement of financial position when, and only when, the Group and the Company become a party to the contractual provisions of the financial instrument. Financial liabilities are classified as either financial liabilities at fair value through profit or loss or other financial liabilities.

(i) financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.

Financial liabilities held for trading include derivatives entered into by the Group and the Company that do not meet the hedge accounting criteria. Derivative liabilities are initially measured at fair value and subsequently stated at fair value, with any resultant gains or losses recognised in profit or loss. Net gains or losses on derivatives include exchange differences.

The Group and the Company have not designated any financial liabilities as at fair value through profit or loss.

(ii) other financial liabilities

The Group’s and the Company’s other financial liabilities include trade payables, other payables and loans and borrowings.

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

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

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





(p) financial liabilities (cont’d)

(ii) other financial liabilities (cont’d)

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

(q) 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 specified debtor fails to make payment when due.

Financial guarantee contracts are recognised initially as a liability 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. If the debtor fails to make payment relating to financial guarantee contract when it is due and the Group, 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 reporting date and the amount initially recognised less cumulative amortisation.

(r) borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in profit or loss in the period they are incurred. Borrowing costs consist of interest and other costs that the Group and the Company incurred in connection with the borrowing of funds.

(s) income tax

(i) current tax

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date.

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

(ii) Deferred tax

Deferred tax is provided using the liability method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.



(s) income tax (cont’d)

(ii) Deferred tax (cont’d)

Deferred tax liabilities are recognised for all temporary differences, except:

- where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

- in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised except:

- where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

- in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax assets to be utilised.

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

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 transaction either in other comprehensive income or directly in equity and deferred tax arising from a business combination is adjusted against goodwill on acquisition.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

(iii) Goods and services tax (“Gst”)

The net amount of GST, being the difference between output and input of GST, is included as part of receivables or payables in the statement of financial position.





(t) Provisions

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

Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of economic resources will be required to settle the obligation, the provision is reversed. If the effect of the time value of money is material, provisions are discounted using a current pre tax rate that reflects, where appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

(u) employee benefits

(i) short term benefits

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

(ii) Defined contribution plans

Defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions into statutory pension scheme. Such contributions are recognised as an expense in the profit or loss as incurred. As required by law, companies in Malaysia make such contributions to the Employees Provident Fund.

(iii) equity compensation benefits

The Company established the Employee Share Trust Scheme (“ESTS” or “Scheme”) for the benefit of eligible employees.

Pursuant to the Scheme, a trustee was appointed, who is entitled from time to time to accept financial assistance from the Company, upon such terms and conditions as the Company and the trustee may agree, to purchase the Company’s shares from the open market for the purpose of the Scheme.

The shares repurchased are measured and carried at cost of acquisition on initial recognition and subsequently thereon. The ESTS Shares are consolidated into the Group’s consolidated financial statements as a deduction from equity and classified as “Shares held by ESTS Trust”. Dividends received by the ESTS Shares are to be paid back to the Company as deduction against the aggregate of dividends paid and proposed by the Company.

(v) foreign currencies

(i) functional and presentation currency

The individual financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in Ringgit Malaysia (RM), which is also the Company’s functional currency.



(v) foreign currencies (cont’d)

(ii) foreign currency transactions

In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional currency are recorded in the functional currencies using the exchange rates prevailing at the dates of the transactions. At each reporting date, monetary items denominated in foreign currencies are retranslated at the rates prevailing on the reporting date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not translated.

Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in profit or loss for the period except for exchange differences arising on monetary items that form part of the Group’s net investment in foreign operation. Exchange differences arising on monetary items that form part of the Group’s net investment in foreign operation, where that monetary item is denominated in either the functional currency of the reporting entity or the foreign operation, are initially taken directly to the foreign currency translation reserve within equity until the disposal of the foreign operations, at which time they are recognised in profit or loss.

Exchange differences arising on monetary items that form part of the Group’s net investment in foreign operation, where that monetary item is denominated in a currency other than the functional currency of either the reporting entity or the foreign operation, are recognised in profit or loss for the period. Exchange differences arising on monetary items that form part of the Company’s net investment in foreign operation, regardless of the currency of the monetary item, are recognised in profit or loss in the Company’s financial statements or the individual financial statements of the foreign operation, as appropriate.

Exchange differences arising on the translation of non-monetary items carried at fair value are included in profit or loss for the period except for the differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognised directly in equity. Exchange differences arising from such non-monetary items are also recognised directly in equity.

(w) revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:

(i) sale of properties

Revenue from sale of properties under development is accounted for by the stage of completion method as described in Note 2.4(h)(ii).

Sale of completed property units is recognised when the risk and reward associated with ownership transfers to the property purchasers.

(ii) construction contracts

Revenue from construction contracts is accounted for by the stage of completion method as described in Note 2.4(i).





(w) revenue recognition (cont’d)

(iii) rental income

Rental income from investment property is recognised on a straight-line basis over the term of the lease. The aggregate cost of incentives provided to lessees is recognised as a reduction of rental income over the lease term on a straight-line basis.

(iv) sale of goods

Revenue is recognised net of sales taxes and upon transfer of significant risks and rewards of ownership to the buyer. Revenue is not recognised to the extent where there are significant uncertainties regarding recovery of the consideration due, associated costs or the possible return of goods.

(v) Property management

Property management income is recognised as and when the services are performed.

(vi) Dividend income

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

(vii) interest income

Interest income is recognised on an accrual basis using the effective interest method.

(viii) tribute income

Tribute income is recognised as and when ultimate collection is certain.

(x) contingencies

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

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

(y) land use rights

Land use rights are initially measured at cost. Following initial recognition, land use rights are measured at cost less accumulated amortisation and accumulated impairment losses. The land use rights are amortised over their lease terms.

(z) cash and cash equivalents

Cash and cash equivalents comprise cash at bank and on hand that are readily convertible to known amount of cash and which are subject to an insignificant risk of changes in value. These also include bank overdrafts that form an integral part of the Group’s cash management.



(aa) segment reporting

For management purposes, the Group is organised into operating segments based on their products and services which are independently managed by the respective segment managers responsible for the performance of the respective segments under their charge. The segment managers report directly to the management of the Company who regularly review the segment results in order to allocate resources to the segments and to assess the segment performance. These segmental information are reviewed by the chief operating decision maker. Additional disclosures on each of these segments are shown in Note 46, including the factors used to identify the reportable segments and the measurement basis of segment information.

(ab) treasury shares

When shares of the Company, that have not been cancelled, recognised as equity are reacquired, the amount of consideration paid is recognised directly in equity. Reacquired shares are classified as treasury shares and presented as a deduction from total equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of treasury shares. When treasury shares are reissued by resale, the difference between the sales consideration and the carrying amount is recognised in equity.

(ac) Warrants

The issue of ordinary shares upon exercise of the warrants are treated as new subscriptions of ordinary shares for the consideration equivalent to the warrants exercise price and subsequently be classified as equity.

(ad) current versus non-current classification

The Group presents assets and liabilities in statement of financial position based on current/non-current classification. An asset is current when it is:

(i) Expected to be realised or intended to sold or consumed in normal operating cycle

(ii) Held primarily for the purpose of trading

(iii) Expected to be realised within twelve months after the reporting period

Or

(iv) Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current.





(ad) current versus non-current classification (cont’d)

A liability is current when:

(i) It is expected to be settled in normal operating cycle

(ii) It is held primarily for the purpose of trading

(iii) It is due to be settled within twelve months after the reporting period

Or

(iv) There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

The Group classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as non-current.

2.5 significant accounting judgements and estimates

(a) critical judgements made in applying accounting policies

The following is the judgement made by management in the process of applying the Group’s accounting policies that has the most significant effect on the amounts recognised in the financial statements:

(i) classification of property

Investment property comprises land and buildings (principally offices and retail property) that are not occupied substantially for use by, or in the operations of, the Group, nor for sale in the ordinary course of business, but are held primarily to earn rental income and capital appreciation. These buildings are substantially rented to tenants and not intended to be sold in the ordinary course of business.

(ii) operating lease commitments – the Group as lessor

The Group has entered into commercial property leases on its investment property portfolio. The Group has determined that it retains all the significant risks and rewards of ownership of these properties and so accounts for the contracts as operating leases.

(b) Key sources of estimation uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that may have significant risks of causing material adjustments to the carrying amounts of assets and liabilities within the next financial year are discussed below:

(i) impairment of investment securities and other investments

The management determines whether the carrying amounts of its investment securities and other investments are impaired at reporting date. This involves measuring the recoverable amounts which includes fair value less costs to sell and valuation techniques. Valuation techniques include amongst others, discounted cash flows analysis and in some cases, based on published analysts’ reports and current market indicators and estimates that provide reasonable approximations to the computation of recoverable amounts.


2.5 significant accounting judgements and estimates (cont’d)

(b) Key sources of estimation uncertainty (cont’d)

(ii) construction contracts

The Group recognises construction revenue and costs, including rendering of services, in the statements of comprehensive income by using the stage of completion method. The stage of completion is determined by the proportion that contract costs incurred for work performed to date bear to the estimated total contract costs and completion of a physical proportion of the contract work.

Significant judgement is required in determining the stage of completion, the extent of the contract costs incurred, the estimated total contract revenue, costs and the completion of a physical proportion of the contract work, as well as the recoverability of the contract projects. In making the judgment, the Group evaluates by relying on past experience and the work of specialists.

(iii) Property development

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

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

(iv) useful lives of property, plant and equipment

The Group estimates the useful lives of property, plant and equipment based on the period over which the assets are expected to be available for use. The estimated useful lives of property, plant and equipment are reviewed periodically and are updated if expectations differ from previous estimates due to physical wear and tear, technical or commercial obsolescence and legal or other limits on the use of the relevant assets.

In addition, the estimation of the useful lives of property, plant and equipment are based on the internal technical evaluation and experience with similar assets. It is possible, however, that future results of operations could be materially affected by changes in the estimates brought about by changes in factors mentioned above. The amounts and timings of recorded expenses for any period would be affected by changes in these factors and circumstances. A reduction in the estimated useful lives of the property, plant and equipment would increase the recorded expenses and decrease the non-current assets.

(v) income taxes

Significant estimation is involved in determining the group-wide provision for income taxes. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for expected tax issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recognised, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.




2.5 significant accounting judgements and estimates (cont’d)

(b) Key sources of estimation uncertainty (cont’d)

(vi) Deferred tax assets

Deferred tax assets are recognised for all unabsorbed tax losses to the extent that it is probable that taxable profits will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with future tax planning strategies. Further details are provided for in Note 37.

(vii) impairment of loans and receivables

The Group assesses at each reporting date whether there is any objective evidence that a financial asset is impaired. To determine whether there is objective evidence of impairment, the Group considers factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments.

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. The carrying amount of the Group’s loans and receivables at the reporting date is disclosed in Note 26.

(viii) impairment of goodwill

The Group determines whether goodwill is impaired at least on an annual basis. This requires an estimation of the value in use of the cash-generating units (“CGU”) to which goodwill is allocated. Estimating a value in use amount requires management to make an estimate of the expected future cash flows from the CGU and also to choose a suitable discount rate in order to calculate the present value of those cash flows. The carrying amount of goodwill in respect of subsidiaries as at 31 March 2016 was RM10,327,000 (2015: RM10,327,000). Further details are disclosed in Note 20.

(ix) Disposal consideration

The fair value of the disposal consideration (Note 26(c)) is calculated and estimated based on the net present value computation of the amount receivables over a period of 4 years discounted at a rate of 8% per annum. Had the discounted rate increase or decrease by 50 basis points, the net interest accreted would be higher/lower by approximately RM243,000 (2015: RM243,000).

3. revenue

Group company 2016

rM’000 2015

rM’000 2016

rM’000 2015

rM’000 (restated)

Sale of properties 116,841 274,856 - -

Sale of land held for property development 17,026 1,997 - -

Property management fees 763 1,212 - -

Rental income and service charges 6,449 6,540 - -

Dividend income:

- subsidiaries - - 4,500 144,000

- quoted investments 765 10 761 -

Tribute income 2,435 1,506 - -

Management fees - - 4,159 11,356

144,279 286,121 9,420 155,356

4. cost of sales

Group company 2016

rM’000 2015

rM’000 2016

rM’000 2015

rM’000

Cost of property development 71,163 201,016 - -

Cost of inventories sold 22,396 5,055 - -

Construction contract costs (2,438) (875) - -

91,121 205,196 - -

5. other incoMe

Other income includes:

Group company 2016

rM’000 2015

rM’000 2016

rM’000 2015

rM’000

Gain on disposals of property, plant and equipment 553 142 180 -

Other interest income:

- subsidiaries - - 15,517 15,103

- jointly controlled entities 1,576 1,344 3,152 2,688

- others 3,515 3,780 1,564 1,976

Other rental income 303 409 - -

Write back of allowance for doubtful debts 152 13 469 -

Bad debts recovered 4 - - -

Write back of impairment losses on investment securities - 195 - -

Liquidated ascertained damages recovered - 4,110 - -

Unwinding of interest 2,855 4,123 - -

Unwinding of deferred income 1,565 291 - -

Dividend income 87 - - -



6. eMPloyee benefits exPense

Group company 2016

rM’000 2015

rM’000 2016

rM’000 2015

rM’000

Wages and salaries 12,346 22,394 3,036 10,550

Contributions to defined contribution plan 1,914 2,320 661 1,093

Social security contributions 112 151 12 69

Other benefits 1,323 1,151 735 606

15,695 26,016 4,444 12,318

Included in employee benefits expense of the Group and of the Company are executive directors’ remuneration amounting to RM1,628,000 (2015: RM2,712,000) and non-executive directors’ remuneration of RM290,000 (2015: RM314,000) as further disclosed in Note 7.

7. Directors’ reMuneration

Group/company2016

rM’0002015

rM’000

Executive:

Salaries and other emoluments 1,628 2,712

Non-Executive:

Other emoluments 74 98

Fees 216 216

290 314

Total directors’ remuneration 1,918 3,026

Estimated money value of benefits-in-kind 146 228

Total directors’ remuneration including benefits-in-kind 2,064 3,254

The details of the remuneration received and receivable by the directors of the Company during the financial year are as follows:

Group/company2016

rM’0002015

rM’000

Executive:

Salaries and other emoluments 1,400 2,329

Contributions to defined contribution plan 228 383

Estimated money value of benefits-in-kind 146 228

1,774 2,940

Non-Executive:

Other emoluments 74 98

Fees 216 216

2,064 3,254

7. Directors’ reMuneration (cont’D)

The number of directors of the Company whose total remuneration during the financial year fell within the following bands is tabled below:

number of Directors

2016 2015

Executive directors:

RM1,050,001 - RM1,100,000 - 1

RM1,750,001 - RM1,800,000 1 -

RM1,850,001 - RM1,900,000 - 1

Non-executive directors:

RM50,001 - RM100,000 4 4

8. DePreciation anD aMortisation

Group company 2016

rM’000 2015

rM’000 2016

rM’000 2015

rM’000 (restated)

Depreciation of property, plant and equipment (Note 16) 1,313 1,843 285 650

Amortisation of investment properties (Note 18) 953 885 - -

Amortisation of land use rights (Note 19) 10 10 - -

2,276 2,738 285 650

9. other exPenses

The following amounts have been included in other expenses:

Group company 2016

rM’000 2015

rM’000 2016

rM’000 2015

rM’000

Auditors’ remuneration:

- statutory audit 347 347 53 53

- other services 8 8 8 8

Allowance for doubtful debts 7 271 31 -

Operating leases on minimum lease payments for land and buildings 1,952 2,072 964 923

Property, plant and equipment written off - 51 - -

Provision for liquidated ascertained damages - 413 - -

Included in the other expenses of the Group is direct operating expenses (including repair and maintenance) arising from income generating investment properties amounting to RM1,939,000 (2015: RM1,921,000).



10. other investinG activities results

Group company 2016

rM’000 2015

rM’000 2016

rM’000 2015

rM’000

Gain on disposals of financial assets held through profit or loss - (19) - -

Gain on disposals of investment in jointly controlled entities (Note 23) - (26,454) - (23,171)

Waiver of debts due to subsidiaries - - (71) -

Net (gain)/loss arises from derecognition of investment in associate (8) - 32 -

Fair value adjustments on financial assets held through profit or loss 4,667 1,680 4,440 1,531

4,659 (24,793) 4,401 (21,640)

11. share of results of associates anD Jointly controlleD entities

Group2016

rM’0002015

rM’000

Share of results (net of tax) of:

- associates - (2)

- jointly controlled entities 3,408 (1,920)

3,408 (1,922)

12. finance costs

Group company 2016

rM’000 2015

rM’000 2016

rM’000 2015

rM’000

Finance costs/interest expense on:

- Islamic medium term note 6,362 6,345 6,362 6,345

- revolving credits 3,267 3,436 2,498 2,707

- term loans 5,720 5,861 820 1,593

15,349 15,642 9,680 10,645

Less: Interest capitalised in

- property, plant and equipment (Note 16) (1,697) (980) - -

- land held for development (Note 17(a)) (6,187) (5,586) - -

- property development cost (Note 17(b)) (2,826) (4,653) - -

Add: Loan related expenses - 530 - -

4,639 4,953 9,680 10,645

13. incoMe tax

Group company 2016

rM’000 2015

rM’000 2016

rM’000 2015

rM’000 (restated)

continuing operations

Malaysian income tax:

- current year 7,542 12,133 2,714 1,552

- (over)/under provision in prior years (188) 1,714 (159) 630

Real property gains tax - 1,046 - 1,046

7,354 14,893 2,555 3,228

Deferred taxation (Note 37):

- relating to origination and reversal of temporary differences (796) (3,036) - -

- Underprovision in prior years 36 109 - -

(760) (2,927) - -

Total income tax expense 6,594 11,966 2,555 3,228

Reconciliation between tax expense and accounting profit

The reconciliation between tax expense and the product of accounting profit multiplied by the applicable corporate tax rate for the years ended 31 March 2016 and 2015 is as follows:

Group company 2016

rM’000 2015

rM’000 2016

rM’000 2015

rM’000 (restated)


Taxation at Malaysian statutory tax rate of 24% (2015: 25%) 4,219 13,638 1,385 41,021

Income not subject to tax (685) (1,560) (1,528) (36,075)

Income subject to real property gains tax - (6,613) - (5,793)

Expenses not deductible for tax purposes 6,101 3,821 2,824 2,309

Deferred tax assets not recognised during the year 1,101 1,388 33 90

Tax effects on share of results of associates and jointly controlled entities (818) 480 - -

Utilisation of previously unrecognised deferred tax assets (3,172) (1,502) - -

(Over)/under provision in prior years:

- income tax (188) 1,714 (159) 630

- deferred tax 36 109 - -

Effect of changes in tax rate for deferred tax - (555) - -

Real property gains tax - 1,046 - 1,046

Income tax expense for the year 6,594 11,966 2,555 3,228

Current income tax is calculated at the statutory tax rate of 24% (2015: 25%) of the estimated assessable profit for the year. Income tax expense for the year in respect of the Company relates to non-business income.



14. earninGs Per share

Basic earnings per share amounts are calculated by dividing profit for the year attributable to equity holders of the Company by weighted average number of ordinary shares in issue during the financial year, excluding treasury shares and ESTS Shares held by the Company.

Group 2016

rM’000 2015

rM’000 (restated)

Profit attributable to equity holders of the Company 13,194 43,910

Weighted average number of ordinary shares in issue (‘000) 282,037 282,058

sen sen (restated)

Basic earnings per share 4.68 15.57

There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of completion of these financial statements.

The diluted earnings per share is not presented as the effect of the assumed conversion of warrants outstanding will be anti dilutive and as such, the diluted earnings per share is the same as the basic earnings per share. The Company has no other dilutive potential ordinary shares in issue as at end of the reporting period.

15. DiviDenDs

Group/companynet sen

per sharetotal amount

rM’000

year ended 31 March 2016

First and final single-tier dividend in respect of the financial year ended 31 March 2015, 5 sen paid on 9 October 2015 5.00 14,098

year ended 31 March 2015

First and final single-tier dividend in respect of the financial year ended 31 March 2014, 4 sen paid on 8 October 2014 4.00 11,282

At the forthcoming Annual General Meeting, a first and final single-tier dividend of 2 sen per share in respect of the financial year ended 31 March 2016, amounting to RM6.19 million will be proposed for shareholders’ approval.

The financial statements for the current financial year do not reflect the proposed dividend. Such dividend, if approved by the shareholders, will be accounted for in equity as an appropriation of retained profits in the financial year ending 31 March 2017.

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16. ProPerty, Plant anD equiPMent (cont’D)

office equipment,

furniture, fixtures

and fittings rM’000

Motor vehicles rM’000

renovations rM’000

total rM’000

company

cost

At 1 April 2014 1,797 1,425 2,735 5,957

Additions 93 - 34 127

At 31 March 2015 1,890 1,425 2,769 6,084

Additions 4 608 - 612

Disposals - (1,421) - (1,421)

At 31 March 2016 1,894 612 2,769 5,275

accumulated depreciation

At 1 April 2014 1,463 1,423 2,276 5,162

Charge for the year (Note 8) 184 - 466 650

At 31 March 2015 1,647 1,423 2,742 5,812

Charge for the year (Note 8) 122 156 7 285

Disposal - (1,421) - (1,421)

At 31 March 2016 1,769 158 2,749 4,676

net carrying amount

At 31 March 2016 125 454 20 599

At 31 March 2015 243 2 27 272

The net book values of the property, plant and equipment pledged as securities for borrowings as disclosed in Note 34 are as follows:

Group2016

rM’0002015

rM’000

Leasehold land 58,150 58,742

Work-in-progress 19,085 4,478

77,235 63,220

Capitalised within property, plant and equipment of the year are finance cost of RM1,697,000 (2015: RM980,000).



17. lanD helD for ProPerty DeveloPMent anD ProPerty DeveloPMent costs

(a) land held for property development

freehold land

rM’000

leasehold land

rM’000

Development expenditure

rM’000 total

rM’000

Group

cost

At 1 April 2014 93,117 116,213 34,443 243,773

Additions 17,245 - 8,144 25,389

Disposals (214) (114) (1,499) (1,827)

At 31 March 2015 110,148 116,099 41,088 267,335

Additions - - 9,990 9,990

Disposals (188) (7,137) (3,481) (10,806)

Transfer to property development costs (Note 17 (b)) (12,517) - (4,192) (16,709)

At 31 March 2016 97,443 108,962 43,405 249,810

accumulated impairment

At 1 April 2014 43,315 137 1,686 45,138

Reversal of impairment losses (96) - (1,510) (1,606)

At 31 March 2015 43,219 137 176 43,532

Disposal (61) (137) (176) (374)

Transfer to property development costs (Note 17 (b)) (6,427) - - (6,427)

At 31 March 2016 36,731 - - 36,731

carrying amount

At 31 March 2016 60,712 108,962 43,405 213,079

At 31 March 2015 66,929 115,962 40,912 223,803

Capitalised within development expenditure of the year are finance costs of RM6,187,000 (2015: RM5,586,000).

Land held for property development of the Group with carrying amounts of RM171,790,000 (2015: RM169,973,000) are pledged as securities for borrowings as disclosed in Note 34.

17. lanD helD for ProPerty DeveloPMent anD ProPerty DeveloPMent costs (cont’D)

(b) Property development costs

freehold land

rM’000

leasehold land

rM’000

Development expenditure

rM’000 total

rM’000

Group

cumulative property development costs

At 1 April 2014 100,191 83,595 859,487 1,043,273

Costs incurred during the year - - 224,036 224,036

Disposal of a subsidiary (804) - (124) (928)

Reversal for completed projects (2,623) - (125,288) (127,911)

Reclassification - 23,662 (23,662) -

Transfer to inventories (749) - (47,946) (48,695)

At 31 March 2015 96,015 107,257 886,503 1,089,775

Costs incurred during the year - 58,200 98,040 156,240

Transfer from land held from property development (Note 17 (a)) 6,090 - 4,192 10,282

Reversal for completed projects (30,467) (1,420) (311,134) (343,021)

Transfer to inventories (370) - (1,344) (1,714)

At 31 March 2016 71,268 164,037 676,257 911,562

accumulated impairment

At 1 April 2014 - - (928) (928)

Disposal of a subsidiary - - 928 928

At 31 March 2015/31 March 2016 - - - -

cumulative costs recognised in profit or loss

At 1 April 2014 (37,315) (23,260) (677,293) (737,868)

Recognised during the year (2,109) (20,059) (184,675) (206,843)

Reversal for completed projects 2,623 - 125,288 127,911

At 31 March 2015 (36,801) (43,319) (736,680) (816,800)

Recognised during the year (1,360) (6,319) (62,316) (69,995)

Reversal for completed projects 30,467 1,420 311,134 343,021

At 31 March 2016 (7,694) (48,218) (487,862) (543,774)

Property development costs at 31 March 2016 63,574 115,819 188,395 367,788

Property development costs at 31 March 2015 59,214 63,938 149,823 272,975

Capitalised within development expenditure of the year are finance costs of RM2,826,000 (2015: RM4,653,000).

The cost of land of the Group amounting to RM183,532,000 (2015: RM135,474,000) are charged to financial institutions to secure credit facilities obtained as disclosed in Note 34.



18. investMent ProPerties

The investment properties consist of the following

2016 rM’000

2015 rM’000

(restated)

Freehold land 9,030 9,030

Shopping Mall 32,070 32,663

41,100 41,693

freehold land

rM’000

shopping Mall

rM’000 total

rM’000

cost

At 1 April 2014 (as previously stated) 9,030 - 9,030

Effect of reclassification (Note 47) - 52,356 52,356

At 1 April 2014 (as restated) 9,030 52,356 61,386

Addition from subsequent expenditure - 61 61

At 31 March 2015 (as restated) 9,030 52,417 61,447

At 1 April 2015 (as previously stated) 9,030 - 9,030


At 1 April 2015 (as restated) 9,030 52,417 61,447

Addition from subsequent expenditure - 360 360

At 31 March 2016 9,030 52,777 61,807

accumulated amortisation

At 1 April 2014 (as previously stated) - - -


At 1 April 2014 (as restated) - 18,869 18,869

Amortisation during the year (Note 8) - 885 885

At 31 March 2015 (as restated) - 19,754 19,754

At 1 April 2015 (as previously stated) - - -


At 1 April 2015 (as restated) - 19,754 19,754

Amortisation during the year (Note 8) - 953 953

At 31 March 2016 - 20,707 20,707

net carrying amount

At 31 March 2016 9,030 32,070 41,100

At 31 March 2015 (Restated) 9,030 32,663 41,693

As at 1 April 2014 (Restated) 9,030 33,487 42,517

The carrying value of the investment properties of RM27,383,000 (2015: RM27,915,000) are pledged as securities for borrowings as disclosed in Note 34.

18. investMent ProPerties (cont’D)

freehold land

rM’000

shopping Mall

rM’000 total

rM’000

estimated fair value

At 31 March 2016 25,395 45,000 70,395

At 31 March 2015 25,395 45,000 70,395

fair value information FRS 13 establishes a fair value hierarchy that categorises into three levels the inputs to valuation techniques used to

measure fair value. The three levels are explained below:

Policy on transfer between levels The fair value of an asset to be transferred between levels is determined as of the date of the event or change in

circumstances that caused the transfer.

level 1 fair value Level 1 fair value is derived from quoted price (unadjusted) in active markets for identical investment properties that the

Group can assess at the measurement date.

level 2 fair value Level 2 fair value is estimated using inputs other than quoted prices included within Level 1 that are observable for the

investment properties, either directly or indirectly.

transfer between level 1 and 2 fair values There is no transfer between Level 1 and 2 fair values during the financial year.

level 3 fair value Level 3 fair value is estimated using unobservable inputs for the investment properties.

The fair values of investment properties of the Group are categorised as Level 3.

valuation by

valuation technique location

tenure of land

term of lease

remaining term of

lease

fair value as at

31.03.2016 rM’000

fair value as at

31.03.2015 rM’000

Description of property

Shopping Mall DirectorsInvestment method Langkawi Leasehold 90 years 77 years 45,000 45,000

Commercial land Directors

Investment method Kuala Lumpur Freehold - - 25,395 25,395

70,395 70,395

The investment method involved capitalisation of the net annual income stream that is expected to be received from the property after deducting the annual outgoings and other operating expenses incidental to the property with allowance for void by using an appropriate market derived capitalisation rate.

In the case of commercial land, the Directors has also taken into consideration on the assumption that there is no significant growth for this property due to the restriction on the long term lease arrangement with the leasee.



19. lanD use riGhts

Groupshort term

land use rights rM’000

(restated)

net carrying amount

At 1 April 2014 (as previously stated) 4,857

Effect of reclassification (Note 47) (4,809)

At 1 April 2014 (as restated) 48

Amortisation for the year (Note 8) (10)

At 31 March 2015 (as restated) 38

At 1 April 2015 (as previously stated) 4,786

Effect of reclassification (Note 47) (4,748)

At 1 April 2015 (as restated) 38

Amortisation for the year (Note 8) (10)

At 31 March 2016 28

20. GooDWill

Group2016

rM’0002015

rM’000

At 1 April/31 March 10,327 10,327

(a) allocation of goodwill

Goodwill had been allocated to the Group’s Cash Generating Unit (“CGU”) according to the subsidiaries concerned.

2016 rM’000

2015 rM’000

Property development 8,475 8,475

Trading 1,852 1,852

10,327 10,327

20. GooDWill (cont’D)

(b) Key assumptions used in value-in-use calculations

The recoverable amount of a CGU is determined based on value-in-use calculations using cash flow projections based on financial budgets approved by management covering a 5-year period. The key assumptions used for each of the CGU’s value-in-use calculations are:

Property Development

%

trading

%

at 31 March 2016

Gross margin 10% 10% - 20%

Growth rate 5% 5%

Discount rate 9% 10%

at 31 March 2015

Gross margin 10% 10% - 20%

Growth rate 5% 5%

Discount rate 9% 10%

(i) Gross margin

The basis used to determine the value assigned to the budgeted gross margins is the average gross margins achieved in the year immediately before the budgeted year, adjusted for market and economic conditions and internal resource efficiency.

(ii) Growth rate

The average growth rate used is based on the annual growth rate which is the industry average growth rate.

(iii) Discount rate

The post-tax discount rates, applied to post-tax cash flows, used for identified CGU are an a basis that reflect specific risks relating to the relevant business segments.

(c) sensitivity to changes in assumptions

The management believes that no reasonably possible change in any of the above key assumptions would cause the carrying value of the goodwill to materially exceed its recoverable amount.

21. investMents in subsiDiaries

company2016

rM’0002015

rM’000

Unquoted shares:

- Ordinary shares, at cost 39,998 39,998

- Cumulative redeemable preference shares, at cost 451,277 451,277

491,275 491,275

Less: Accumulated impairment losses (1,585) (1,585)

489,690 489,690



21. investMents in subsiDiaries (cont’D)

Details of the subsidiaries, all of which are incorporated in Malaysia unless otherwise stated, are as follows:

name of subsidiaries

% of ownership interest held by

the Group

% of ownership interest held by non-controlling

interests Principal activities2016 %

2015 %

2016 %

2015 %

held by the company:

Goldenprop Management Sdn. Bhd. 100 100 - - Property management services

Kenneison Brothers Sdn. Bhd. 100 100 - - Investment holding

Langkawi Fair Sdn. Bhd. 100 100 - - Rental of property

Midah Jaya Realty Sdn. Bhd. 100 100 - - Property investment

Noble Senawang Sdn. Bhd. 100 100 - - Share trading

Prima Istimewa Sdn. Bhd. 100 100 - - Investment holding

Prima Panorama (M) Sdn. Bhd. 100 100 - - Property development

Primtrax Sdn. Bhd. 100 100 - - Investment holding

Symphony Assets Management Sdn. Bhd. 100 100 - - Property management services

Symphony Estates Sdn. Bhd. 100 100 - - Investment holding

Symphony Projects Management Sdn. Bhd. 100 100 - - Project management services

Symphony Sales & Marketing Sdn. Bhd. 100 100 - - Marketing services

Tijani (Bukit Tunku) Sdn. Bhd. 100 100 - - Property development

subsidiaries of symphony estates sdn. bhd.:

Bcom Holdings Sdn. Bhd. [1] - - - - Property development

Brilliant Armada Sdn. Bhd. 51 51 49 49 Property development

Cahadinar Sdn. Bhd. 100 100 - - Investment holding

Dexview Sdn. Bhd. 50% + 1 share

50% + 1 share

50% - 1 share

50% - 1 share

Property development

Gaya Arena Sdn. Bhd. 100 100 - - Property trading and property

development

GLM Property Development Sdn. Bhd. 100 100 - - Property development

Keat Ann Realty Sdn. Bhd. 100 100 - - Property development

Kejora Harta Development Sdn. Bhd. 100 - - - Property development

Kejora Harta Properties Sdn. Bhd. 100 100 - - Property development

Ketapang Realty Sdn. Bhd. 100 100 - - Property development

Majestic Focus Sdn. Bhd. 100 100 - - Investment holding



the Group



2015 %

2016 %

2015 %

subsidiaries of symphony estates sdn. bhd.: (cont’d)

Midah Istimewa Sdn. Bhd. 100 100 - - Property development

Midahmas Realty Sdn. Bhd. 100 100 - - Property investment

Parkrose Holdings Sdn. Bhd. 100 100 - - Property development and property investment

Prestige Capital Sdn. Bhd. 100 100 - - Property investment

Senawang Mewah Sdn. Bhd. 100 100 - - Property development

Symphony Crescent Sdn. Bhd. 100 100 - - Property development

TWY Development Sdn. Bhd. 100 100 - - Property development

Vistayu Sdn. Bhd. 55 55 45 45 Property investment

Vital Capacity Sdn. Bhd. 51 51 49 49 Property development

Winmin Builders Sdn. Bhd. 100 100 - - Property development

51G Development Sdn. Bhd. 50% + 1 share

50% + 1 share

50% - 1 share

50% - 1 share


subsidiary of cahadinar sdn. bhd.:

Kejora Harta Bhd. 100 100 - - Property development and investment holding

subsidiary of Kejora harta bhd.:

Kejora Harta Development Sdn. Bhd. - 100 - - Property development

subsidiary of langkawi fair sdn. bhd.:

Vista Wirama Sdn. Bhd. 100 100 - - Dormant

subsidiary of Majestic focus sdn. bhd.:

Prima Nova Harta Development Sdn. Bhd.

100 100 - - Property development

subsidiary of Prima istimewa sdn. bhd.:

Skyline Concepts Sdn. Bhd. 100 100 - - Ceased operations






the Group



2015 %

2016 %

2015 %

subsidiaries of Primtrax sdn. bhd.:

Pele Development Limited (Incorporated in Myanmar) 100 100 - - Dormant

Pele Investment Holdings Limited (Incorporated in Myanmar) 100 100 - - Dormant

subsidiary of skyline concepts sdn. bhd.:

Multivenue Sdn. Bhd. 100 100 - - Ceased operations

subsidiaries of Kenneison brothers sdn. bhd.:

Innovative Pavement Technology Sdn. Bhd. 100 100 - - Ceased operations

Kenneison Brothers Construction Sdn. Bhd. 100 100 - - Civil engineering and construction works

Kenneison Properties Sdn. Bhd. 100 100 - - Property holding

Kenneison Quarries Sdn. Bhd. 100 100 - - Ceased operations

Kenneison RI Sdn. Bhd. 100 100 - - Dormant

Power Gas Systems Sdn. Bhd. 98.2 98.2 1.8 1.8 Ceased operations

Traders Acceptances Sdn. Bhd. 100 100 - - Investment holding

subsidiary of Kenneison brothers construction

sdn. bhd.:

Kenneison Engineering Sdn. Bhd. 100 100 - - Construction works

subsidiary of Power Gas system sdn. bhd.:

LPG System Sdn. Bhd. 98.2 98.2 1.8 1.8 Ceased operations

[1] Subsidiary disposed in prior year


(a) Dilution of interest in a subsidiary in last financial year

In previous financial year, Vital Capacity Sdn. Bhd. (“VCSB”) increased its issued and paid up capital from 2 ordinary shares of RM1.00 each to 250,000 ordinary shares of RM1.00 each by allotting 249,998 new ordinary shares at RM1.00 each to its existing shareholder and one non-controlling shareholder. Symphony Estate Sdn. Bhd. subscribed for 127,498 ordinary shares of RM1.00 each, resulting in a reduction of the Group’s interest in VCSB to 51%.

The summarised financial information presented below is the amount before inter-company elimination for material subsidiaries which have non-controlling interests that are individually not significant but material in aggregate to the Group:

(i) summarised statements of financial position

51G Development

sdn. bhd. rM’000

Dexview sdn. bhd.

rM’000

brilliant armada

sdn. bhd. rM’000

vital capacity

sdn. bhd. rM’000

vistayu sdn. bhd.

rM’000 total

rM’000

at 31 March 2016

Non current assets - 4 - 19,258 68,892 88,154

Current assets 27,693 44,892 9,532 - 704 82,821

Cash and cash equivalent 262 1,823 145 76 35 2,341

Total Assets 27,955 46,719 9,677 19,334 69,631 173,316

Current liabilities 22,505 29,730 9,669 4,222 41,599 107,725

Non-current liabilities 3,111 19,021 - 15,000 30,000 67,132

Total Liabilities 25,616 48,751 9,669 19,222 71,599 174,857

Net Assets/(Liabilities) 2,339 (2,032) 8 112 (1,968) (1,541)

Equity attributable to owners of the company 1,170 (1,016) 4 57 (1,083) (868)

Non-controlling interests 1,169 (1,016) 4 55 (885) (673)

2,339 (2,032) 8 112 (1,968) (1,541)

at 31 March 2015

Non current assets - 6 - 17,958 52,488 70,452

Current assets 27,820 32,162 6,055 - 45 66,082

Cash and cash equivalent 292 346 133 134 31 936

Total Assets 28,112 32,514 6,188 18,092 52,564 137,470

Current liabilities 21,622 32,393 6,117 2,896 23,342 86,370

Non-current liabilities 3,111 - - 15,000 30,000 48,111

Total Liabilities 24,733 32,393 6,117 17,896 53,342 134,481

Net Assets/(Liabilities) 3,379 121 71 196 (778) 2,989

Equity attributable to owners of the company 1,690 61 36 100 (432) 1,455

Non-controlling interests 1,689 60 35 96 (346) 1,534

3,379 121 71 196 (778) 2,989





(ii) summarised statements of comprehensive income

51G Development

sdn. bhd. rM’000

Dexview sdn. bhd.

rM’000

brilliant armada

sdn. bhd. rM’000

vital capacity

sdn. bhd. rM’000

vistayu sdn. bhd.

rM’000 total

rM’000

at 31 March 2016

Revenue - 3,996 - - - 3,996

Loss for the year (1,040) (2,150) (18) (84) (1,248) (4,540)

Equity attributable to owners of the Company (520) (1,075) (9) (43) (686) (2,333)

Non-controlling interests (520) (1,075) (9) (41) (562) (2,207)

(1,040) (2,150) (18) (84) (1,248) (4,540)

at 31 March 2015

Revenue - - - - - -

Loss for the year (1,023) (861) (19) (54) (775) (2,732)

Equity attributable to owners of the Company (512) (431) (10) (27) (426) (1,406)

Non-controlling interests (511) (430) (9) (27) (349) (1,326)

(1,023) (861) (19) (54) (775) (2,732)

(iii) summarised statements of cash flows

51G Development

sdn. bhd. rM’000

Dexview sdn. bhd.

rM’000

brilliant armada

sdn. bhd. rM’000

vital capacity

sdn. bhd. rM’000

vistayu sdn. bhd.

rM’000 total

rM’000

at 31 March 2016

Cash flows from operating activities (30) (18,393) 12 (58) 15,998 (2,471)

Cash flows from investing activities - 2 - - (16,404) (16,402)

Cash flows from financing activities - 19,868 - - 410 20,278

Net (decrease)/increase in cash and cash equivalents (30) 1,477 12 (58) 4 1,405

Cash and cash equivalents at beginning of the financial year 292 346 133 134 31 936

Cash and cash equivalents at end of the financial year 262 1,823 145 76 35 2,341


(iii) summarised statements of cash flows (cont’d)

51G Development

sdn. bhd. rM’000

Dexview sdn. bhd.

rM’000

brilliant armada

sdn. bhd. rM’000

vital capacity

sdn. bhd. rM’000

vistayu sdn. bhd.

rM’000 total

rM’000

at 31 March 2015

Cash flows from operating activities (1,026) (5,499) (743) (17,735) 216 (24,787)

Cash flows from investing activities - - - - (52,488) (52,488)

Cash flows from financing activities 1,054 5,141 801 17,869 52,303 77,168

Net increase/(decrease) in cash and cash equivalents 28 (358) 58 134 31 (107)

Cash and cash equivalents at beginning of the financial year 264 704 75 - - 1,043

Cash and cash equivalents at end of the financial year 292 346 133 134 31 936

(b) Disposal of a subsidiary in last financial year

In prior financial year, Symphony Estates Sdn Bhd. (“SESB”) entered into a Share Sale Agreement with Encik Mohd Onasiss bin Mohd Affandi (3,060,999 ordinary shares of RM1.00 each) and Puan Hamimah binti Haron (1 ordinary shares of RM1.00 each) for disposal of the entire 3,061,000 ordinary shares of RM1.00 each, representing 100% equity interest in Bcom Holdings Sdn Bhd. (“Bcom”) for a total consideration of RM22,522,448. The disposal was completed in prior year and accordingly, Bcom ceased to be a subsidiary of the Company.

The disposal had the following effects on the financial positions of the Group as at the end of the last financial year:

2015 rM’000

Trade and other receivables 21,355

Inventories 1,167

Total disposal proceeds (22,522)

-

Disposal proceeds was settled by:

Cash 22,522



22. investMents in associates

Group company 2016

rM’000 2015

rM’000 2016

rM’000 2015

rM’000

Unquoted shares, at cost 2 910 2 910

Less: Accumulated impairment losses - (400) - (808)

2 510 2 102

Share of post-acquisition losses (2) (450) - -

- 60 2 102

Details of associates, which are incorporated in Malaysia, are as follows:

name of associates Principal activities equity ownership interest

Proportion of voting power

2016 %

2015 %

2016 %

2015 %

held by the company:

Marak Unggul Sdn. Bhd. Dormant 20 20 20 20

Progresif Setia Sdn. Bhd.* Property development

- 40 - 40

* Voluntary wound up during the year

The associates have a financial year-end of 31 December 2015 to be coterminous with those of their holding company’s financial year-end. The financial statements of the associates for the 3-month interim period ended 31 March 2016 have been used for the purpose of applying the equity method of accounting.

The summarised financial information of the associates individually not material, adjusted for the proportion of ownership interest held by the Group is as follows:

Group2016

rM’0002015

rM’000

assets and liabilities

Current assets, representing total assets 2 62

Current liabilities, representing total liabilities (2) (2)

results

Loss for the year - (2)

23. investMents in Jointly controlleD entities

Group company 2016

rM’000 2015

rM’000 2016

rM’000 2015

rM’000

Unquoted shares, at cost 22,000 20,000 22,000 20,000

Less: Accumulated impairment losses - - - -

22,000 20,000 22,000 20,000

Less: Share of post-acquisition profit (1,145) (4,553) - -

20,855 15,447 22,000 20,000

Details of the jointly controlled entities are as follows:

name of jointly controlled entities country of incorporation

equity ownershipinterest Principal activities

2016%

2015%

Alpine Return Sdn. Bhd. Malaysia 50 50 Property development

Alpine Land Sdn. Bhd. Malaysia 50 - Property development

The Group’s aggregate share of current assets, non-current assets, current liabilities and non-current liabilities, income and expenses of the jointly controlled entities are as follows:

(i) summarised statements of financial position

alpine return alpine land Group2016

rM’000 2015

rM’000 2016

rM’000 2015

rM’000 2016

rM’000 2015

rM’000

assets and liabilities

Current assets 359,333 230,507 2 - 359,335 230,507

Cash and cash equivalent 20,107 3,600 - - 20,107 3,600

Non-current assets 11,627 10,948 16,525 - 28,152 10,948

Total assets 391,067 245,055 16,527 - 407,594 245,055

Current liabilities (127,616) (99,160) (5,210) - (132,826) (99,160)

Non-current liabilities (223,731) (115,000) (7,401) - (231,132) (115,000)

Total liabilities (351,347) (214,160) (12,611) - (363,958) (214,160)

Net assets 39,720 30,895 3,916 - 43,636 245,055

Proportion of Group’s ownership 50.00% 50.00% 50.00% - -

Group’s proportion/share of net assets of the jointly controlled entities 19,860 15,447 1,958 - 21,818 15,447

Less:Unrealised profit from

sale of properties to jointly controlled entity (963) - - - (963) -

Group’s proportion/share of net assets of the jointly controlled entities 18,897 15,447 1,958 - 20,855 15,447



23. investMents in Jointly controlleD entities (cont’D)

(ii) summarised statements of comprehensive income

alpine return alpine land continental estates Group2016

rM’000 2015

rM’000 2016

rM’000 2015

rM’000 2016

rM’000 2015

rM’000 2016

rM’000 2015

rM’000

Revenue 111,615 22,538 - - - 4,403 111,615 26,941

Cost of Sales (60,021) (13,013) - - - - (60,021) (13,013)

Other income 1,553 569 - - - 130 1,553 699

Admin expenses (40,345) (16,270) (32) - - (1,133) (40,377) (17,403)

Finance cost (703) (159) (76) - - (227) (779) (386)

Profit/(Loss) before tax 12,099 (6,335) (108) - - 3,173 11,991 (3,162)

Income tax expense (3,249) 2,690 - - - (3,788) (3,249) (1,098)

Profit/(Loss) after tax 8,850 (3,645) (108) - - (615) 8,742 (4,260)

Share of results of jointly controlled entities 4,425 (1,823) (54) - - (97) 4,371 (1,920)

Less:

Unrealised profit from sale of properties to jointly controlled entity (963) - - - - - (963) -

Share of results of jointly controlled entities 3,462 (1,823) (54) - - (97) 3,408 (1,920)

(iii) subscriptions of shares in newly incorporated investment in jointly controlled entity

During the year, the Company subscribed 2,000,000 ordinary shares of RM1.00 each in Alpine Land Sdn Bhd for a total consideration of RM2,000,000.

(iv) Disposal of a investment in jointly controlled entity in last financial year

The Company had on 23 July 2014 announced that Company had entered into an agreement to dispose of 4,751,174 ordinary shares and 20,712,795 Cumulative Redeemable Preference Shares (“CRPS”) in Continental Estates Sdn. Bhd. (“CESB”) to Pembinaan Sri Jati Sdn. Bhd. (“PSJ”) and entered into a similar arrangement in respect 2,298,591 ordinary shares and 10,020,736 CRPS in CESB with IOI Properties Berhad (“IOIP”) pursuant to the Offer for Sale dated 19 June 2014 for a total cash consideration of RM37,891,646 and RM18,331,769 respectively (“the Disposal 1”).

The Company further on 31 July 2014 announced that Symlife had entered into an agreement to dispose of an additional 640,409 ordinary shares and 2,791,869 CRPS in CESB to PSJ and further entered into a similar arrangement in respect of 309,826 ordinary shares and 1,350,690 CRPS in CESB with IOIP for a total consideration of RM5,107,399 and RM2,470,930 respectively (“the Disposal 2”).

(collectively referred to as “the Disposals”)

23. investMents in Jointly controlleD entities (cont’D)

(iv) Disposal of a investment in jointly controlled entity in last financial year (cont’d)

The total consideration received by the Company from the Disposals of its entire interest in CESB to PSJ and IOIP is RM63,801,744.

The Disposals had the following effects on the financial position of the Group as at the end of the previous financial

year:

2015 rM’000

Current assets 253

Cash and cash equivalents 1,931

Non-current assets 38,118

Current liabilities (575)

Non-current liabilities (2,379)

Net assets disposed 37,348

Total disposal proceeds (63,802)

Gain on disposal of jointly controlled entity (26,454)

24. investMent securities

Group company 2016

rM’000 2015

rM’000 2016

rM’000 2015

rM’000

(i) Financial assets at fair value through profit or loss

non current

Equity instrument (quoted in Malaysia) 8,890 13,530 8,580 13,020

current

Equity instrument (quoted in Malaysia) 190 217 - -

Total financial assets at fair value through profit or loss 9,080 13,747 8,580 13,020

at market value

Quoted shares:

Non current 8,890 13,530 8,580 13,020

Current 190 217 - -



Group company 2016

rM’000 2015

rM’000 2016

rM’000 2015

rM’000

(ii) Available-for-sale financial assets

non current

Equity instrument (unquoted in Malaysia) 10,000 10,000 - -

Golf clubs corporate membership 1,023 1,023 813 813

Subordinated bonds - 6,000 - 6,000

11,023 17,023 813 6,813

Less: Accumulated impairment losses

- Unquoted shares (6,683) (6,683) - -

- Golf clubs corporate membership (333) (333) (333) (333)

- Subordinated bonds - (6,000) - (6,000)

(7,016) (13,016) (333) (6,333)

Total available-for-sale financial assets 4,007 4,007 480 480

Total Investment securities 13,087 17,754 9,060 13,500

The fair value of the available-for-sale financial assets has not been disclosed as its fair value cannot be measured reliably due to the lack of quoted market price in an active market. The assumptions required for valuing this financial instruments using valuation techniques by management would result in the range of fair value estimates to be significant and the probability of the various estimates cannot be reasonably assessed. Accordingly, the carrying amount of these available-for-sale financial assets continues to be stated at cost.

Certain quoted shares of the Group and of the Company with carrying values of RM8,366,000 (2015: RM12,698,000) and RM8,366,000 (2015: RM12,698,000) respectively were pledged as securities for credit facilities granted to the Group and the Company as disclosed in Note 34.

In prior financial year, the RM6,000,000 impairment loss recognised represented the write-down of the Subordinated Bonds to their recoverable amounts. The Subordinated Bonds were subscribed pursuant to a collaterised loan obligations transaction for a 5-year unsecured fixed rate term loan of RM60,000,000 in the prior years. The bonds were issued by a special purpose vehicle and the term loans were disbursed by the lenders to the Company and other borrowers. As advised by the trustee of the bonds, certain borrowers have defaulted in the repayments of their term loan obligations, resulting in the aforesaid impairment. This amount was written off during the year.

25. inventories

Group2016

rM’0002015

rM’000

at cost:

Completed properties 34,351 51,082

Completed properties of the Group amounting to RM14,518,000 (2015: RM48,695,000) were charged to financial institutions to secure credit facilities granted to the Group and the Company as disclosed in Note 34.

26. traDe anD other receivables

Group company 2016

rM’000 2015

rM’000 2016

rM’000 2015

rM’000

non current

other receivable

Disposal consideration 18,519 35,664 - -

current

trade receivables

Third parties 77,293 111,074 - -

Retention sums 2,066 2,066 - -

79,359 113,140 - -

Less: Allowance for doubtful debts (10,366) (10,511) - -

Trade receivables, net 68,993 102,629 - -

other receivables

Amounts due from related parties:

Subsidiaries - - 123,718 189,718

Jointly controlled entity 41,234 38,964 41,234 38,964

41,234 38,964 164,952 228,682

Deposits 20,740 15,278 489 480

Disposal consideration 20,000 20,000 - -

Sundry receivables 4,240 3,803 372 137

86,214 78,045 165,813 229,299

Less: Allowance for doubtful debts (336) (336) (37,638) (38,076)

Other receivables, net 85,878 77,709 128,175 191,223

Trade and other receivables (current) 154,871 180,338 128,175 191,223

Grand total 173,390 216,002 128,175 191,223

Ageing analysis of trade receivables

The ageing analysis of the Group’s total trade receivables is as follows:

Group2016

rM’0002015

rM’000

Neither past due nor impaired 43,327 94,202

1 to 30 days past due not impaired 10,130 2,210

31 to 120 days past due not impaired 9,305 1,143

More than 121 days past due not impaired 6,231 5,074

25,666 8,427

Impaired 10,366 10,511

79,359 113,140

24. investMent securities (cont’D)



26. traDe anD other receivables (cont’D)

Receivables that are neither past due nor impaired

Trade receivables that are neither past due nor impaired are stakeholders sum and creditworthy debtors with good payment records with the Group.

None of the Group’s trade receivables that are neither past due nor impaired have been renegotiated during the financial year.

Receivables that were past due but not impaired

The receivables that are past due but not impaired are unsecured in nature. The directors are of the opinion that these debts should be realised in full without material losses in the ordinary course of business as these customers do not have any financial difficulties nor have defaulted on payments.

Receivables that are impaired

The Group’s trade receivables that are impaired at the reporting date and the movement of the allowance for doubtful debts used to record the doubtful debts are as follows:

Groupindividually impaired

2016 rM’000

2015 rM’000

Trade receivables 10,366 10,511

Less: Allowance for doubtful debts (10,366) (10,511)

- -

Movement in allowance for doubtful debts:

Group company 2016

rM’000 2015

rM’000 2016

rM’000 2015

rM’000

trade receivables

At 1 April 10,511 10,253 - -

Add/(Less):

Allowance during the year 7 271 - -

Write back to profit or loss (152) (13) - -

At 31 March 10,366 10,511 - -

other receivables

At 1 April 336 336 38,076 38,076

Add/(Less):Allowance during the year - - 31 -

Write back to profit or loss - - (469) -

At 31 March 336 336 37,638 38,076

(a) credit risk

The Group’s primary exposure to credit risk arises through its trade receivables. The Group’s trading terms with its customers are mainly on credit. The credit period is generally for a period of one month, extending up to three months for major customers. Each customer has a maximum credit limit. The Group seeks to maintain strict control over its outstanding receivables and has a credit control department to mitigate and minimise credit risk. Overdue balances are reviewed regularly by senior management. In view of the aforementioned and the fact that the Group’s trade receivables relate to a large number of diversified customers, there is no significant concentration of credit risk. Trade receivables are non-interest bearing.

26. traDe anD other receivables (cont’D)

(b) amounts due from related parties

Other balances with subsidiaries that are non-trade in nature attract interest rates ranging from 0% to 8.85% (2015: 0% to 8.85%) per annum. All balances with subsidiaries are repayable on demand.

Amounts due from a jointly controlled entity is repayable on demand and attracts interest rate at 7.85% (2015: 7.85%) per annum.

All other amounts due from related parties are non-interest bearing and are repayable on demand. All related party receivables are unsecured and are to be settled in cash.

Further details on related party transactions are disclosed in Note 40.

(c) Disposal consideration

Group2016

rM’0002015

rM’000

Amount receivable from disposal of property, plant and equipment:

By way of equal instalments 40,000 60,000

Less: Interest accretion (1,481) (4,336)

38,519 55,664

Maturity of receivable:

Within 1 year 20,000 20,000

More than 1 year and less than 2 years 18,519 18,519

More than 2 years and less than 5 years - 17,145

38,519 55,664

Analysed as:

Due within 12 months 20,000 20,000

Due after 12 months 18,519 35,664

38,519 55,664

The equal instalments are scheduled over a 4-year period.

Interest accretion is calculated and estimated based on discount rate of 8% (2015: 8%) per annum.



27. other current assets

Group company 2016

rM’000 2015

rM’000 2016

rM’000 2015

rM’000

Prepayments 2,264 4,719 1,846 1,856

Accrued billings in respect of property development costs 52,293 81,405 - -

54,557 86,124 1,846 1,856

28. Due froM custoMers on contracts

Group2016

rM’0002015

rM’000

Construction costs incurred to date 233,163 233,163

Attributable profits 11,226 11,226

244,389 244,389

Less: Progress billings (244,389) (244,389)

- -

The construction of the above project has completed but pending final certification from the relevant parties.

29. cash anD cash equivalents

Group company 2016

rM’000 2015

rM’000 2016

rM’000 2015

rM’000

Housing Development Accounts 10,524 28,837 1 1

Cash on hand and at banks 22,445 30,015 2,470 7,555

Deposits with licensed banks 68,911 46,677 65,806 44,222

Cash and bank balances 101,880 105,529 68,277 51,778

Deposits:

Weighted average interest rates (%) 3.21 3.03 3.18 3.02

Weighted average maturity (days) 32 24 21 23

Cash under the Housing Development Accounts are held pursuant to Section 7A of the Housing Development (Control and Licensing) Act, 1966 and are therefore restricted from use in other operations.

Included in deposits of the Group and the Company are deposits of RM68,002,000 and RM65,776,000 (2015: RM39,268,000 and RM39,192,000) pledged respectively to financial institutions for credit facilities granted to certain subsidiaries, and hence are not available for general use.

Other information on financial risks of cash and cash equivalents are disclosed in Note 42.

29. cash anD cash equivalents (cont’D)

For the purposes of the statement of cash flows, cash and cash equivalents comprise the following at the reporting date:

Group company 2016

rM’000 2015

rM’000 2016

rM’000 2015

rM’000

Cash and bank balances 101,880 105,529 68,277 51,778

Less: Fixed deposits pledged with licensed bank (68,002) (39,268) (65,776) (39,192)

Bank overdraft (1,175) (800) - -

Cash and cash equivalents 32,703 65,461 2,501 12,586

30. share caPital, share PreMiuM anD treasury shares

Group/company number of ordinary shares of rM1 each amount

2016 ‘000

2015 ‘000

2016 rM’000

2015 rM’000

authorised share capital

At 1 April/31 March 1,000,000 1,000,000 1,000,000 1,000,000

number of ordinaryshares of rM1 each amount share

capital (issued and

fully paid) ‘000

treasury shares

‘000

share capital

(issued and fully paid)

rM’000

total share

capital rM’000

treasury shares

rM’000

At 1 April 2014 310,000 368 310,000 310,000 (300)

Purchase of treasury shares - 20 - - (20)

At 31 March 2015 310,000 388 310,000 310,000 (320)

Purchase of treasury shares - 20 - - (17)

At 31 March 2016 310,000 408 310,000 310,000 (337)

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All ordinary shares rank equally with regard to the Company’s residual assets.

treasury shares

This relates to the acquisition cost of treasury shares net of the proceeds received on their subsequent sale or issuance.

The shareholders of the Company, by an ordinary resolution passed at the Annual General Meeting held on 9 September 2015, renewed their approval for the Company’s plan to purchase its own ordinary shares. The directors of the Company are committed to enhancing the value of the Company for its shareholders and believe that the purchase plan can be applied in the best interests of the Company and its shareholders.

During the financial year, the Company purchased 20,000 of its issued ordinary shares from the open market at an average price of RM0.82 per share. The total consideration paid for the purchase was RM16,400. The purchase transactions were financed by internally generated funds. The shares purchased are being held as treasury shares in accordance with Section 67A of the Companies Act, 1965.



30. share caPital, share PreMiuM anD treasury shares (cont’D)

treasury shares (cont’d)

Of the total 310,000,000 (2015: 310,000,000) issued and fully paid ordinary shares as at 31 March 2016, 408,329 (2015: 388,329) are held as treasury shares by the Company. As at 31 March 2016, the number of ordinary shares in issue less the treasury shares is 309,591,671 (2015: 309,611,671) ordinary shares of RM1.00 each.

Warrants 2013/2020

The main features of the Warrants are as follows:

(i) Each Warrant entitles the registered holder at any time during the exercise period to subscribe for one new ordinary shares of RM1.00 each in the Company at an exercise price of RM1.10.

(ii) The Warrants shall be exercisable at any time within 7 years commencing on and including the date of the issuance of the Warrants. Any Warrants which are not exercised during the exercise period shall thereafter lapse and cease to be valid.

(iii) The exercise price and the number of Warrants are subject to adjustment in the event of alteration to the share capital of the Company in accordance with the provisions set out in the deed poll.

(iv) All new ordinary shares to be issued arising from the exercise of the Warrants shall rank pari passu in all respects with the then existing ordinary shares of the Company except that such new ordinary shares shall not be entitled to any dividends, rights, allotments and other distributions on or prior to the date of allotment of the new ordinary shares arising from the exercise of the Warrants.

The warrants are traded on the Bursa Malaysia Securities Berhad and no warrants were converted to ordinary shares during the financial year.

31. caPital anD other reserves

Group company capital

reserves rM’000

other reserves rM’000

capital reserves rM’000

other reserves rM’000

As at 31 March 2015/31 March 2016 30,815 (29,913) 10,815 2,275

Cancellation of treasury shares 10,815 - 10,815 -

Reserves on warrant issued to directors - 2,275 - 2,275

Premium on acquisition of non-controlling interest - (32,188) - -

Effect on redemption of preference share in a subsidiary 20,000 - - -

Total 30,815 (29,913) 10,815 2,275

32. retaineD Profits

The Company may distribute dividends out of its retained profits as at 31 March 2016 under the single tier system.

33. shares helD by ests trust

The Company established a trust (“ESTS Trust”) for its eligible executives pursuant to the establishment of an ESTS. The ESTS Trust is administered by an appointed Trustee. The Trustee will be entitled from time to time to accept financial assistance from the Company upon such terms and conditions, as the Company and the Trustee may agree, to purchase shares in the Company from the open market for the purposes of this trust. The shares purchased for the benefit of the Group’s employees are recorded as Shares held by ESTS Trust in the Group’s and the Company’s statements of financial position as a deduction in arriving at the shareholders’ equity.

The main features of the ESTS, inter-alia, are as follows:

(a) Beneficiaries of the ESTS are eligible employees who are full-time employees under the category of executives of the Group, which may include executive directors of the Company, who have been in employment with the Company for at least 6 months and are on the payroll of the Company and its subsidiaries during the ESTS Period.

(b) The aggregate number of shares to be acquired under the ESTS shall not exceed 15 million of the issued ordinary shares of the Company for the time being and the amount required to purchase the first tranche of 10 million issued ordinary shares of the Company shall not exceed RM14 million.

(c) The Scheme shall be in force for a period of 3 years, effective from 1 October 2007.

(d) The beneficiaries shall be entitled to any distribution rights (including but not limited to dividends, bonus and rights issues but shall exclude cash capital repayments) in relation to the ESTS Shares. However, such dividends, if any, are automatically waived in favour of the Company as settlement of any cost incurred in implementing and maintaining the Scheme.

(e) The beneficiaries shall not be entitled to any voting rights in relation to the ESTS Shares as the voting rights lie with the appointed Trustee who shall take into consideration the recommendations of the adviser appointed by the ESTS Committee before voting.

(f) The award to the beneficiaries is through the realisation of any gains arising from the disposal of the ESTS Shares held in the ESTS Trust. The net gains from such disposal, after repayment of the corresponding portion of the loan granted by the Company are to be allocated to the beneficiaries based on the beneficiaries’ achievement of their respective performance targets as determined by the Company.

The Company appointed RHB Trustees Berhad as the Trustee of the Scheme and entered into a Trust Deed on 24 September 2007.

Subsequently, the following were entered into to amend certain clauses/definitions of the Scheme:

(a) First Supplemental Deed dated 10 February 2009 to amend the definition of “Eligible Employees” to exclude the Executive Directors and persons connected to the Executive Directors;

(b) Second Supplemental Deed dated 12 March 2009 to extend the maturity period of the ESTS for a further 2 years to 30 September 2012;

(c) Third Supplemental Deed dated 18 September 2012 to extend the maturity period of the ESTS for a further 2 years to 30 September 2014; and

(d) Fourth Supplemental Deed dated 12 November 2013 to extend the maturity period of the ESTS for a further 3 years to 30 September 2017.

The Board had on 3 February 2009 resolved to increase the total shares to be purchased under the ESTS by 5 million to 20 million ordinary shares and the amount required to purchase the total shares shall not exceed RM19 million.

On 26 May 2010, the Board further resolved to increase the total shares to be purchased under the ESTS to 25 million ordinary shares and the amount required to purchase the total shares shall not exceed RM25 million. Subsequently on 28 April 2013, the Board further resolved to increase the amount required to purchase the ESTS Shares from RM25 million to RM27 million.



33. shares helD by ests trust (cont’D)

number of shares

‘000

total consideration

rM’000

At 31 March 2015/31 March 2016 27,563 25,444

2016 2015

Average share price per share (RM) 0.92 0.92

In last financial year, ESTS further disposed 6,828,124 warrant in the market and the gain arising from the disposal of RM2.43 million was recognised as an equity transaction.

34. borroWinGs

Group company 2016

rM’000 2015

rM’000 2016

rM’000 2015

rM’000

short term borrowings

Secured:

Bank overdrafts 1,175 800 - -

Term loans 30,510 80,300 - 23,300

Revolving credits 34,000 60,300 18,000 44,300

65,685 141,400 18,000 67,600

long term borrowings

Secured:

Term loans 138,940 45,000 - -

Islamic medium term note 150,000 150,000 150,000 150,000

288,940 195,000 150,000 150,000

354,625 336,400 168,000 217,600

total borrowings

Bank overdrafts 1,175 800 - -

Term loans 169,450 125,300 - 23,300

Revolving credits 34,000 60,300 18,000 44,300

Islamic medium term note 150,000 150,000 150,000 150,000

354,625 336,400 168,000 217,600

Maturity of borrowings:

Within 1 year 65,685 141,400 18,000 67,600

More than 1 year and less than 2 years 20,000 - 20,000 -

More than 2 years and less than 5 years 268,940 195,000 130,000 150,000

354,625 336,400 168,000 217,600

34. borroWinGs (cont’D)

The bank overdrafts, term loans, revolving credits and Islamic medium term notes are secured by charges on certain assets of the Group and of the Company as follows:

(i) freehold land, leasehold land and buildings

(ii) land held for property development

(iii) development and completed properties

(iv) present and future assets of certain subsidiaries

(v) security sharing agreement and trust deed

(vi) certain quoted investments and unquoted shares

The borrowings are also secured by way of corporate guarantees given by the Company.

The repayment terms vary from a single repayment in full, monthly instalments to quarterly instalments over a period of five years or by redemption of development units’ selling price of certain residential development of subsidiaries.

Other information on financial risks on borrowings are as follows:

Weighted average interest rate fair value

type2016

%2015

% Maturity2016

rM’0002015

rM’000

Group

Bank overdraft Floating 5.85 5.65 On demand 1,175 800

Term loans Floating 5.62 5.58 2016 - 2019 169,450 125,300

Revolving credits Floating 4.59 4.75 On demand 34,000 60,300

Islamic medium term note (IMTN) Fixed 4.20 4.20 2017 - 2019 150,000 150,000

company

Term loans Floating - 5.65 2016 - 23,300

Revolving credits Floating 4.45 4.64 On demand 18,000 44,300

Islamic medium term note (IMTN) Fixed 4.20 4.20 2017 - 2019 150,000 150,000



34. borroWinGs (cont’D)

These IMTN with total face value of RM150,000,000 are secured. Details of the IMTN are as follows:

coupon rate issuedate

issue size(rM’000)

Maturitydate

4.1% 30.11.2012 20,000 30.11.2017

4.2% 30.11.2012 65,000 30.11.2018

4.3% 30.11.2012 65,000 30.11.2019

The IMTN is in accordance with Shariah principles of Musharakah.

The IMTN has a combined aggregate nominal value of up to RM230 million and revolving credit facility of up to RM140 million.

The proceeds from the IMTN issuance shall be utilized for the part financing to a subsidiary for the acquisition of land and to refinance the borrowings.

The IMTN has been accorded a long term rating of AAA (with stable outlook) respectively by Malaysia Rating Corporation Berhad.

On 30 Nov 2012, the Company completed the issuance of the first tranche comprising RM150 million nominal value IMTNs under the Shariah principle. The IMTN issued under the first tranche has a tenure up to seven (7) years from the date of issuance with a periodic distribution (coupon) rate as disclosed above.

The terms of the IMTN contain various covenants including the following:

The Group shall maintain a Debt to Equity Ratio (“D:E Ratio”) not exceeding 1.25 times throughout the tenure of the IMTN Programmes. The D:E Ratio is the ratio of indebtedness of the Group represented by:

(i) the aggregate face value of all outstanding IMTNs, and all outstanding principal amount payable under the IMTNs; and

(ii) all other indebtedness of the Group for borrowed monies (be it actual or contingent) for principal only, hire purchase obligations, finance lease obligations, fair value of financial derivatives in connection with borrowed monies recognised by the Group in its audited consolidated financial statements and other contingent liabilities of the Group calculated in accordance with the applicable accounting standards; but excluding any inter-company loans which are subordinated to the IMTN.

to the equity of the Group including, if any, preference equity, subordinated shareholders’ advances/loans and retained earnings or accumulated losses less goodwill (if any).

The D:E Ratio shall be calculated on a yearly basis and as and when such calculations are required to be made under the terms of the transaction documents during the tenure of the IMTN, such calculations shall be based on the latest audited consolidated financial statements of the Group and in the case of D:E Ratio calculated at any other times, the calculations shall be based on the latest unaudited consolidated financial statements of the Group.

Other information on financial risks of borrowings are disclosed in Note 42.

35. traDe, other Payables anD DeferreD incoMe

Group company 2016

rM’000 2015

rM’000 2016

rM’000 2015

rM’000 (restated) (restated)

trade payables

Third parties (Note (a)) 42,596 75,650 - 450

other payables

Amounts due to related parties (Note (b))

Subsidiaries - - 50,773 35,323

- 50,773 35,323

Accruals 32,832 38,351 3,244 6,029

Sundry payables 54,238 23,988 - 496

Amount due to a company related to a director (Note (c)) 1,100 1,100 - -

88,170 63,439 54,017 41,848

130,766 139,089 54,017 42,298

non-current

other payables

Deferred income (Note (d)) 45,609 48,341 - -

45,609 48,341 - -

Total trade and other payables 176,375 187,430 54,017 42,298

Add: Loans and borrowings (Note 34) 354,625 336,400 168,000 217,600

Less: Deferred income (45,609) (48,341) - -

Total financial liabilities carried at amortised cost 485,391 475,489 222,017 259,898

(a) trade payables

Trade payables are generally non-interest bearing and the normal trade credit terms range from 30 to 90 (2015: 30 to 90) days.

(b) amounts due to related parties

Amounts due to related parties are non-interest bearing and are repayable on demand. The amounts are unsecured and are to be settled in cash.

(c) amount due to a company related to a director

Amount due to a company related to a director is non-interest bearing and is repayable on demand. The amount is unsecured and is to be settled in cash.



35. traDe, other Payables anD DeferreD incoMe (cont’D)

(d) Deferred income

Group2016

rM’0002015

rM’000

(i) Deferred income on disposal of property to a jointly controlled entity 33,943 35,508

(ii) Deferred lease income 11,666 12,833

45,609 48,341

(i) Deferred income is in respect of unrealised profit arising from the disposal of the land (“Mayang Land”) to Alpine Return Sdn. Bhd. (“Alpine”) in prior years. The income will be realised upon sale of the land when sold to third parties or when the Company disposes of its investment in Alpine. During the year, deferred income of RM1,565,000 (2015: RM291,000) was realised in proportion to the percentage of completion of the entire project in Alpine.

(ii) During the year, lease income of RM1,167,000 (2015: RM1,167,000) was realised on a straight line basis over the lease term.

Further details on related party transactions are disclosed in Note 40.

36. other current liabilities

Group2016

rM’0002015

rM’000

Progress billings in respect of property development costs 14,720 8,333

37. DeferreD taxation

Group company 2016

rM’000 2015

rM’000 2016

rM’000 2015

rM’000 (restated)

At 1 April (9,200) (6,273) (42) (42)

Recognised in profit or loss (Note 13) (760) (2,927) - -

At 31 March (9,960) (9,200) (42) (42)

Presented after appropriate offsetting as follows:

Deferred tax assets (9,960) (9,200) (42) (42)

37. DeferreD taxation (cont’D)

The components and movements of deferred tax liabilities and assets during the financial year prior to offsetting are as follows:

Deferred tax liabilities of the Group

accelerated capital

allowances rM’000

fair value of freehold

land on consolidation

rM’000 total

rM’000

At 1 April 2014 422 7,693 8,115

Recognised in profit or loss 48 (1,378) (1,330)

At 31 March 2015 470 6,315 6,785

Recognised in profit or loss 19 - 19

At 31 March 2016 489 6,315 6,804

Deferred tax assets of the Group

Deferred income rM’000

unused tax losses

rM’000

unabsorbed capital

allowances rM’000

Provisions rM’000

total rM’000

At 1 April 2014 (previously stated) (9,308) (432) (290) (998) (11,028)

Prior year adjustments (3,360) - - - (3,360)

At 1 April 2014 (restated) (12,668) (432) (290) (998) (14,388)

Recognised in profit or loss (restated) 926 (3,272) 6 743 (1,597)

At 31 March 2015 (restated) (11,742) (3,704) (284) (255) (15,985)

At 1 April 2015 (as previously stated) (8,662) (3,704) (284) (255) (12,905)

Effect of reclassification (Note 47) (3,080) - - - (3,080)

At 1 April 2015 (restated) (11,742) (3,704) (284) (255) (15,985)

Recognised in profit or loss 656 (1,430) (5) - (779)

At 31 March 2016 (11,086) (5,134) (289) (255) (16,764)



37. DeferreD taxation (cont’D)

Deferred tax of the company

unused tax losses

rM’000

unabsorbed capital

allowances rM’000

Provisions rM’000

accelerated capital

allowances rM’000

total rM’000

At 1 April 2014, 31 March 2015 and 31 March 2016 (116) (99) (47) 220 (42)

Deferred tax assets have not been recognised in respect of the following items:

Group company 2016

rM’000 2015

rM’000 2016

rM’000 2015

rM’000

Unused tax losses 52,304 54,293 27,263 27,263

Unabsorbed capital allowances 2,303 2,257 2,242 1,974

Other deductible temporary differences 43,196 49,884 243 373

97,803 106,434 29,748 29,610

The unused tax losses and unabsorbed capital allowances are available indefinitely for offset against future taxable profits of the subsidiaries in which those items arose, subject to guidelines issued by the tax authority. Deferred tax assets have not been recognised where it is not probable that future taxable profits will be available against which the subsidiaries can utilise the benefits as it is subject to the tax authorities allowing such utilisation against future taxable profit arising from similar business activity.

38. financial Guarantee

Financial guarantee given to financial institutions for credit facilities granted to subsidiaries is secured by charges as disclosed in Note 34.

39. caPital coMMitMents

(a) capital commitment

Group2016

rM’0002015

rM’000

Approved and contracted for:

Purchase of land 46,560 52,380

(b) operating lease commitments - as lessor

On 18 March 1996, Symphony Life Berhad had signed a non-cancellable lease arrangement on its freehold land in Cheras with Makro Cash & Carry Distribution (M) Sdn. Bhd., which has since been taken over by Tesco Stores (Malaysia) Sdn. Bhd., for a lease period of 30 years for an upfront rental income of RM35 million, and with an option to renew for another 30 years at the prevailing market rate.

40. relateD Party Disclosures

Group company

2016 rM’000

2015 rM’000

2016 rM’000

2015 rM’000

(a) transactions with subsidiaries

- interest income receivables - - 15,517 15,102

- management fees - - 4,159 11,356

(b) transactions with companies connected to a Director

Symphony Assets Sdn. Bhd.#

- rental expense (1,952) (2,072) (964) (923)

Pink Corner Sdn. Bhd.#

- purchase of land - (17,245) - -

(c) transactions with a jointly controlled entity

Alpine Return Sdn. Bhd.

- interest on advances 1,576 1,344 3,152 2,688

- advances to - 9,125 - 9,125

(d) transactions with director of the company

Sale of property to a director - 935 - -

# The company in which Tan Sri Mohamed Azman bin Yahya, a director of the Company, is deemed to have substantial interest.

Information regarding the outstanding balances arising from the related party transactions as at 31 March 2016 are disclosed in Notes 26 and 35.

(e) compensation of key management personnel

The remuneration of members of key management other than directors during the year was as follows:

Group company 2016

rM’000 2015

rM’000 2016

rM’000 2015

rM’000

Wages and salaries 3,189 3,032 2,448 2,435

Contributions to defined contribution plan 392 447 312 375

Social security contributions 5 7 4 6

Other benefits 540 522 404 415

4,126 4,008 3,168 3,231

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity. Remuneration of directors is as disclosed in Note 7.



41. siGnificant events DurinG the financial year

(a) The Company had on 21 November 2012 announced that its wholly-owned subsidiary, Symphony Estates Sdn. Bhd. (“SESB”) had entered into a Shareholders’ Agreement with Mobuild Sdn. Bhd. (“MSB”) to govern the material aspect of the proposed development of four (4) pieces of contiguous country lease land located at Daerah Kota Kinabalu, Sabah (“the Land”), including the planning, design, construction, financing, management and sale of the individual units to be erected on the Land (“Proposed Joint Development”). The Proposed Joint Development will be carried out via a joint venture company, Brilliant Armada Sdn. Bhd. (“BASB”). MSB had on even date subscribed for 49% equity interest in BASB.

BASB had also on even date entered into a Project Development Agreement (“PDA”) with MSB to undertake the Proposed Joint Development. The PDA has yet to become unconditional pending fulfilment of the conditions precedent and BASB and MSB have mutually agreed to extend the conditions period of the PDA for a further period of twelve (12) months to expire on 20 November 2016 to fulfill the conditions precedent as stated in the PDA.

(b) On 27 May 2014, the Company announced that its wholly-owned subsidiary, Symphony Crescent Sdn. Bhd. had entered into a Sale and Purchase agreement (“SPA”) with Mr. Ow Chee Cheoon and Mr. Ng Kit Heng (“Vendors”) for the proposed acquisition of a parcel of commercial leasehold land measuring 2.27 acres forming part of the master title held under PN24318, Lot 63977 together with an adjacent land measuring approximately 0.68 acres located in Pekan Penaga, District of Petaling, Selangor Darul Ehsan for a total cash consideration of RM58.2 million (“Proposed Acquisition”).

The Company had on 2 March 2016 announced that the conditions precedent have been fulfilled and as such the SPA had become unconditional. The Proposed Acquisition was completed in May 2016.

(c) On 8 October 2015, the Company announced that the Company had entered into a Development Agreement (“DA”) with Majlis Kebajikan Dan Sukan Anggota - Anggota Kerajaan Malaysia (“MAKSAK”) for the proposed development of a parcel of leasehold land measuring approximately 13,595 square metres held under PN 22976, Lot 51867, Mukim and District of Kuala Lumpur (“the Land”) for a total consideration of RM100.081 million (“the Proposed Development”). The Land is located along Jalan Cheras.

The DA has yet to become unconditional pending fulfillment of conditions precedent.

42. financial risK ManaGeMent obJectives anD Policies

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

The Board of Directors reviews and agrees on the policies and procedures for the management of these risks, which are executed by the Chief Financial Officer. The Audit Committee provides independent oversight to the effectiveness of the risk management process.

It is, and has been throughout the current and previous financial year, the Group’s policy that no derivatives shall be undertaken except for the use as hedging instruments where appropriate and cost-efficient. The Group and the Company do not apply hedge accounting.

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

(a) interest rate risk

Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Fair value interest rate risk is the risk that the value of a financial instrument will fluctuate due to changes in market interest rates. As the Group has no significant interest-bearing financial assets, the Group’s income and operating cash flows are substantially independent of changes in market interest rates. The Group’s interest-bearing financial assets are mainly short-term in nature and have been mostly placed in fixed deposits.

42. financial risK ManaGeMent obJectives anD Policies (cont’D)

(a) interest rate risk (cont’d)

The Group has minimal exposure to interest rate risk at the reporting date. The table as disclosed in Note 34 sets out the carrying amounts, the weighted average effective interest rates (“WAEIR”) as at the reporting date and the remaining maturities of the Group’s and of the Company’s financial instruments that are exposed to interest rate risk.

Sensitivity analysis for interest rate risk

At the reporting date, if interest rates had been 25 basis points lower/higher, with all other variables held constant, the Group’s profit net of tax would have been RM654,000 (2015: RM660,000) higher/lower, arising mainly as a result of lower/higher interest expense on floating rate loans and borrowings.

(b) foreign exchange risk

The Group has no material exposure to any foreign exchange risk.

(c) liquidity risk

Liquidity risk is the risk that the Group or the Company will encounter difficulty in meeting financial obligations due to shortage of funds. The Group’s and the Company’s exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. The Group’s and the Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of stand-by credit facilities.

The Group manages its debt maturity profile, operating cash flows and the availability of funding so as to ensure that refinancing, repayment and funding needs are met. As part of its overall liquidity management, the Group maintains sufficient levels of cash or cash convertible investments to meet its working capital requirements. In addition, the Group strives to maintain available banking facilities at a reasonable level to its overall debt position. As far as possible, the Group raises committed funding from both capital markets and financial institutions and balances its portfolio with some short term funding so as to achieve overall cost effectiveness.

analysis of financial instruments by remaining contractual maturities

The table below summarises the maturity profile of the Group’s and the Company’s liabilities at the reporting date based on contractual undiscounted repayment obligations.

on demandor withinone year rM’000

one tofive years

rM’000 total

rM’000

Group

financial liabilities:

at 31 March 2016

Trade and other payables 130,766 - 130,766

Loans and borrowings 80,643 312,536 393,179

Total undiscounted financial liabilities 211,409 312,536 523,945

at 31 March 2015






on demandor withinone year rM’000

one tofive years

rM’000 total

rM’000

company

financial liabilities:

at 31 March 2016




at 31 March 2015




(d) credit risk

The Group’s credit risk is primarily attributable to trade receivables. The Group trades only with recognised and creditworthy third parties. It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis and the Group’s exposure to bad debts is not significant. Since the Group trades only with recognised and creditworthy third parties, there is no requirement for collateral.

Exposure to credit risk

The credit risk of the trade and other receivables is disclosed in Note 26.

Credit risk concentration profile

The Group’s concentration of risk also includes the amount receivable as disclosed in Note 26 and the Group minimises its credit risk by continuous monitoring of receivable balances.

Financial assets that are neither past due nor impaired

Information regarding trade and other receivables that are neither past due nor impaired is disclosed in Note 26.

Financial assets that are either past due or impaired

Information regarding financial assets that are either past due or impaired is disclosed in Note 26.

43. fair values

The following are classes of financial instruments that are not carried at fair value and whose carrying amounts are reasonable approximation of fair value:

note

Trade and other receivables 26

Trade and other payables 35

The carrying amounts of these financial assets and liabilities are reasonable approximation of fair value due to their short-term nature.

Information regarding fair values of unquoted investment securities is disclosed in Note 24.

Information regarding fair values of investment properties are disclosed in Note 18.

44. financial instruMents

(a) financial assets at fair value through profit or loss

As stipulated in Amendments to FRS 7 : Improving Disclosure about Financial Instruments, the Group and the Company are required to classify fair value measurement using a fair value hierarchy. The fair value hierarchy would have the following levels:

Level 1 - the fair value is measured using quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2 - the fair value is measured using inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)

Level 3 - the fair value is measured using inputs for the asset or liability that are not based on observable market data (unobservable inputs)

The following table presents other financial assets and financial liabilities that are measured at fair value:

level 1 rM’000

level 2 rM’000

level 3 rM’000

total rM’000

as at 31 March 2016

Group

assets

Financial asset at fair value through profit or loss 9,080 - - 9,080

Available-for-sale - - 4,007 4,007

9,080 - 4,007 13,087

company

assets


Available-for-sale - - 480 480

8,580 - 480 9,060

42. financial risK ManaGeMent obJectives anD Policies (cont’D)

(c) liquidity risk (cont’d)

analysis of financial instruments by remaining contractual maturities (cont’d)



level 1 rM’000

level 2 rM’000

level 3 rM’000

total rM’000

as at 31 March 2015

Group

assets


Available-for-sale - - 4,007 4,007

13,747 - 4,007 17,754

company

assets


Available-for-sale - - 480 480

13,020 - 480 13,500

(b) financial instrument classified as loans and receivables

Group company 2016

rM’000 2015

rM’000 2016

rM’000 2015

rM’000

Trade and other receivables (Note 26) 173,390 216,002 128,175 191,223

Cash and bank balances (Note 29) 101,880 105,529 68,277 51,778

Total loans and receivables 275,270 321,531 196,452 243,001

45. caPital ManaGeMent

The primary objective of the Group’s capital management is to ensure that it maintains healthy capital ratios in order to support its business and maximise shareholders’ value.

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

The Group monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Group considers the net debt as loans and borrowings less cash and bank balances.

Group company

note 2016

rM’000 2015

rM’000 2016

rM’000 2015

rM’000

Loans and borrowings 34 354,625 336,400 168,000 217,600

Less: Cash and bank balances 29 (101,880) (105,529) (68,277) (51,778)

Aggregate indebtedness 252,745 230,871 99,723 165,822

Total equity attributable to the equity holders of the Company 583,906 584,827 497,580 508,481

Capital and net debt 836,651 815,698 597,303 674,303

Gearing ratio 30% 28% 17% 25%

46. seGMental inforMation

The Group predominantly carries out its operations in Malaysia. The Group’s operations is presented using the following business segments, reviewed by the chief operating decision maker:


Incorporating property development, property management and maintenance and property marketing consultancy.

Property investment

Incorporating property investment and property management and maintenance.

construction and quarry operations

Incorporating construction works, quarry operations and receipt of tribute income.

other operations

Other operations of the Group comprise other investments and investment holdings, none of which constitutes a separate reportable segment.

Segment revenue, expenses and results include transfers between business segments. These transfers are eliminated on consolidation.

44. financial instruMents (cont’D)

(a) financial assets at fair value through profit or loss (cont’d)



46. seGMental inforMation (cont’D)

business segments

The following table provides an analysis of the Group’s revenue, results, assets and liabilities and other information by business segment:


rM’000

Property investment

rM’000


rM’000

other operations

rM’000 eliminations

rM’000 total

rM’000

2016

revenue

External revenue 133,867 7,212 2,435 765 - 144,279

Inter-segment sales 1,120 - - 4,159 (5,279) -

134,987 7,212 2,435 4,924 (5,279) 144,279

results

Segment results 23,060 2,502 2,625 6,478 - 34,665

Unallocated corporate expenses (11,194)

Finance costs (4,639)

Other investing activities results (4,659)

Share of results in jointly controlled entities 3,408 - - - - 3,408

Profit before taxation 17,581

Income tax (6,594)

Profit for the year 10,987

assets

Segment assets 903,476 16,774 836 168,185 - 1,089,271

Investments in jointly controlled entities 20,855 - - - - 20,855

Unallocated assets 25,229

Total assets 1,135,355

liabilities

Segment liabilities 243,828 4,287 1,793 295,812 - 545,720

Unallocated liabilities 6,402

Total liabilities 552,122


rM’000

Property investment

rM’000


rM’000

other operations

rM’000 eliminations

rM’000 total

rM’000

2015

revenue

External revenue 276,853 6,585 1,506 1,177 - 286,121

Inter-segment sales 16,594 - 6,705 11,356 (34,655) -

293,447 6,585 8,211 12,533 (34,655) 286,121

results

Segment results 52,344 1,334 525 3,683 - 57,886

Unallocated corporate expenses (21,254)

Finance costs (4,953)

Other investing activities results 24,793

Share of results in associates - - - (2) - (2)

Share of results in jointly controlled entities (1,920) - - - - (1,920)

Profit before taxation 54,550

Income tax (11,966)

Profit for the year 42,584

assets

Segment assets 921,966 35,614 2,028 131,804 - 1,091,412

Investments in associates - - - 60 - 60

Investments in jointly controlled entities 15,447 - - - - 15,447

Unallocated assets 18,793

Total assets 1,125,712

liabilities

Segment liabilities 237,304 3,510 4,548 286,801 - 532,163

Unallocated liabilities 7,188

Total liabilities 539,351

46. seGMental inforMation (cont’D)

business segments (cont’d)



47. Prior years aDJustMents

(i) During the year, the Group reassessed and concluded that certain of its property and equipment should be treated as investment properties as these property and equipment were held to earn rentals.

(ii) On 18 March 1996, Symphony Life Berhad had signed a non-cancellable lease arrangement on its freehold land in Cheras with Makro Cash & Carry Distribution (M) Sdn. Bhd., which has since been taken over by Tesco Stores (Malaysia) Sdn. Bhd., for a lease period of 30 years for an upfront rental income of RM35 million, and with an option to renew for another 30 years at the prevailing market rate. This lease rental was previously recognised on a receipt basis instead of on a straight line basis.

As a result, the following adjustments were made retrospectively to the financial statements of prior year to be consistent with the current year presentation.

as previously stated

rM’000

effects of prior year

adjustmentsrM’000

as restatedrM’000

Group

statement of financial position

at 1 april 2014

assets

Property, plant and equipment (i) 46,880 (28,678) 18,202

Investment properties (i) 9,030 33,487 42,517

Land use rights (i) 4,857 (4,809) 48

Deferred tax assets (ii) 2,913 3,360 6,273

liabilities

Deferred income (ii) 35,799 14,000 49,799

equity

Retained earnings (ii) 275,271 (10,640) 264,631

at 31 March 2015

assets

Property, plant and equipment (i) 94,000 (27,915) 66,085

Investment properties (i) 9,030 32,663 41,693

Land use rights (i) 4,786 (4,748) 38

Deferred tax assets (ii) 6,120 3,080 9,200

liabilities

Deferred income (ii) 35,508 12,833 48,341

equity


aspreviously

statedrM’000

effects of prior year

adjustmentsrM’000

as restatedrM’000

Group (cont’d)

statement of comprehensive income

for the year ended 31 March 2015

Revenue (ii) 284,954 1,167 286,121

Income tax expenses (ii) (11,686) (280) (11,966)

Profit for the year, net of tax (ii) 41,697 887 42,584

Profit attributable to:

Equity holders of the Company (ii) 43,023 887 43,910

Minority interests (ii) (1,326) - (1,326)

41,697 887 42,584

Earnings per share (sen) 15.25 0.32 15.57

company

statement of financial position

at 1 april 2014

liabilities

Amount due to subsidiaries (ii) 393,863 21,500 415,363

equity


at 31 March 2015

liabilities

Amount due to subsidiaries (ii) 13,823 21,500 35,323

equity


47. Prior years aDJustMents (cont’D)



48. suPPleMentary exPlanatory note on Disclosure of realiseD anD unrealiseD Profits

The breakdown of the retained earnings of the Group and of the Company as at 31 March 2016 into realised and unrealised profits is presented in accordance with the directive issued by Bursa Malaysia Securities Berhad dated 25 March 2011 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.

Group company 2016

rM’000 2015

rM’000 2016

rM’000 2015

rM’000 (restated) (restated)

Total retained earnings of the Company and its subsidiaries

- Realised 291,057 270,704 200,313 211,197

- Unrealised (5,157) (660) (42) (42)

285,900 270,044 200,271 211,155

Total share of accumulated losses from:-

Associated companies:

- Realised (2) (450) - -

Jointly controlled entities:

- Realised (1,145) (4,553) - -

284,753 265,041 200,271 211,155

Less: Consolidation adjustments 14,032 34,648 - -

Total retained earnings as per financial statements 298,785 299,689 200,271 211,155

The determination of realised and unrealised profits as above is solely for complying with the disclosure requirements as stipulated in the directive of Bursa Malaysia Securities Berhad and should not be applied for any other purposes.

Analysis of Shareholdingsas at 20 June 2016

Authorised Share Capital : RM1,000,000,000Issued & Paid-up Capital : RM310,000,000Class of share : Ordinary Shares of RM1.00 eachVoting rights : One vote per Ordinary Share

shareholDinGs Distribution

size of shareholdings no. of shareholders %

no. of shares* % *

Less than 100 541 6.65 16,880 0.01

100 – 1,000 538 6.62 220,329 0.07

1,001 – 10,000 5,044 62.03 18,498,002 5.98

10,001 – 100,000 1,755 21.58 50,716,271 16.38

100,001 to less than 5% of issued shares 252 3.10 173,400,054 56.01

5% and above of issued shares 2 0.02 66,730,135 21.55

total 8,132 100.00 309,581,671 100.00

* Excluding a total of 418,329 ordinary shares bought back by the Company and retained as treasury shares.

Directors’ shareholDinGs as Per the reGister of Directors

no. name of Directors no. of ordinary shares held Direct

interest % *indirect interest % *

1 Tan Sri Mohamed Azman bin Yahya 8,715,000 2.82 60,165,0001 19.43

2 Chin Jit Pyng 12,570,270 4.06 8,820,0002 2.85

3 Dato’ Robert Teo Keng Tuan - - 11,0253 0.004

4 Tan Sri Nik Mohamed bin Nik Yaacob - - - -

5 Lee Siew Choong - - - -

Notes:

1 Deemed interested by virtue of his interest in Gajahrimau Capital Sdn. Bhd. pursuant to Section 6A of the Companies Act, 1965.

2 Deemed interested by virtue of his interest in Billion Inspiration Sdn. Bhd. pursuant to Section 6A of the Companies Act, 1965.

3 Deemed interested by virtue of his interest in BHP Corp. Sdn. Bhd. pursuant to Section 6A of the Companies Act, 1965.



Notice of Annual General Meeting

Analysis of Shareholdings (Cont’d)as at 20 June 2016

substantial shareholDers as Per the reGister of substantial shareholDers

no. name of shareholders no. of ordinary shares held Direct

interest % *indirect interest % *

1 Gajahrimau Capital Sdn. Bhd. 60,165,000 19.43 --- ---

2 RHB Trustees Berhad 27,562,499 8.90 --- ---

3 Chin Jit Pyng 12,570,270 4.06 8,820,0001 2.85


Notes:


2 Deemed interested by virtue of his interest in Gajahrimau Capital Sdn. Bhd. pursuant to Section 6A of the Companies Act, 1965.


thirty (30) larGest shareholDers

no. name of shareholders no. of shares %

1 ABB Nominee (Tempatan) Sdn. Bhd.(Pledged Securities Account for Gajahrimau Capital Sdn. Bhd.)

49,612,500 16.03

2 Affin Hwang Nominees (Tempatan) Sdn. Bhd.(RHB Trustees Berhad)

17,117,635 5.53

3 HSBC Nominees (Asing) Sdn. Bhd.(Exempt An for Credit Suisse)

11,241,710 3.63

4 Chin Jit Pyng 10,696,020 3.45

5 Gajahrimau Capital Sdn. Bhd. 10,552,500 3.41

6 Maybank Securities Nominees (Tempatan) Sdn. Bhd.[RHB Trustees Berhad for Symphony Life Berhad (ESTS)]

10,444,864 3.37

7 Billion Inspiration Sdn. Bhd. 8,820,000 2.85

8 Tan Sri Mohamed Azman bin Yahya 8,715,000 2.81

9 Lock Kai Sang 5,606,900 1.81

10 Malpac Capital Sdn. Bhd. 5,512,500 1.78

11 DB (Malaysia) Nominee (Tempatan) Sendirian Berhad(Exempt An for Kumpulan Sentiasa Cemerlang Sdn. Bhd.)

4,745,612 1.53

12 Lee Vincent 3,021,952 0.98

13 DB (Malaysia) Nominee (Tempatan) Sendirian Berhad[Deutsche Bank AG Singapore for KSC (S) Pte. Ltd. (Lee Hau Hian)]

2,977,800 0.96


15 Gina Gan 2,423,800 0.78

16 Ho Sai Lon Mark 2,162,002 0.70

17 Chin Jit Pyng 1,874,250 0.61

18 Kwek Leng San 1,822,500 0.59

19 Public Nominees (Tempatan) Sdn. Bhd.(Pledged Securities Account for Ng Faai @ Ng Yoke Pei)

1,714,000 0.55


Analysis of Shareholdings (Cont’d)as at 20 June 2016

thirty (30) larGest shareholDers (cont’D)

no. name of shareholders no. of shares %

20 Citigroup Nominees (Asing) Sdn. Bhd.(CBNY for Dimensional Emerging Markets Value Fund)

1,678,855 0.54

21 Loh Lip Teck 1,515,000 0.49

22 Kenanga Nominees (Tempatan) Sdn. Bhd.(Pledged Securities Account for Cheong Chen Yue)

1,309,131 0.42

23 Maybank Nominees (Tempatan) Sdn. Bhd.(Pledged Securities Account for Low Chee Kong)

1,263,050 0.41

24 Cartaban Nominees (Asing) Sdn. Bhd.(Exempt An for Royal Bank of Canada, Singapore Branch)

1,262,415 0.41

25 Public Nominees (Tempatan) Sdn. Bhd.(Pledged Securities Account for Ng Ngow @ Ng Soo Har)

1,260,000 0.41

26 Lim Pei Tiam @ Liam Ahat Kiat 1,245,600 0.40

27 Maybank Nominees (Tempatan) Sdn. Bhd.(Low Chee Kong)

1,241,255 0.40

28 Siow Mon Mee 1,184,335 0.38

29 HLB Nominees (Tempatan) Sdn. Bhd.(Pledged Securities Account for Oh Kim Sun)

1,124,200 0.36

30 RHB Nominees (Asing) Sdn. Bhd.(Exempt An for RHB Securities Singapore Pte. Ltd.)

1,104,322 0.36

total 175,979,708 56.84


Analysis of Warrant Holdingsas at 20 June 2016

Number of Warrants outstanding : 107,407,888 Warrants 2013/2020

Warrant holDinGs Distribution

size of Warrant holdings no. ofWarrant holders %

no. of Warrants %

Less than 100 940 14.88 30,260 0.03

100 – 1,000 3,049 48.26 1,331,963 1.24

1,001 – 10,000 1,808 28.62 5,316,150 4.95

10,001 – 100,000 426 6.74 14,065,289 13.10

100,001 to less than 5% of issued warrants 91 1.44 43,936,739 40.91

5% and above of issued warrants 4 0.06 42,727,487 39.78

total 6,318 100.00 107,407,888 100.00

Directors’ Warrant holDinGs as Per the reGister of Directors

no. name of Directors no. of Warrants held Direct

interest %indirect interest %


2 Chin Jit Pyng 2,218,562 2.07 600,0002 0.56

3 Dato’ Robert Teo Keng Tuan - - 2,7563 0.003

4 Tan Sri Nik Mohamed bin Nik Yaacob - - - -

5 Lee Siew Choong 500,000 0.47 - - Notes: 1 Deemed interested by virtue of his interest in Gajahrimau Capital Sdn. Bhd. pursuant to Section 6A of the Companies

Act, 1965.


3 Deemed interested by virtue of his interest in BHP Corp. Sdn. Bhd. pursuant to Section 6A of the Companies Act, 1965.


thirty (30) larGest Warrant holDers

no. name of Warrant holders no. of Warrants %

1 Tan Sri Mohamed Azman bin Yahya 17,178,749 15.99

2 ABB Nominee (Tempatan) Sdn. Bhd.(Pledged Securities Account for Gajahrimau Capital Sdn. Bhd.)

12,403,125 11.55

3 Maybank Nominees (Tempatan) Sdn. Bhd.(Low Chee Kong)

7,434,613 6.92

4 Maybank Nominees (Tempatan) Sdn. Bhd. 5,711,000 5.32

(Pledged Securities Account for Lim Geok Siew)


3,775,027 3.51

6 Cartaban Nominees (Asing) Sdn. Bhd.(Exempt An for Credit Industriel Et Commercial)

2,719,086 2.53


2,305,400 2.15

8 Maybank Nominees (Tempatan) Sdn. Bhd.(Pledged Securities Account for Lim See Siong)

1,862,300 1.73

9 Chin Jit Pyng 1,750,000 1.63

10 Sia Sui Engan 1,473,050 1.37


12 Ng Faai @ Ng Yoke Pei 1,332,650 1.24

13 Siow Mon Mee 1,320,008 1.23

14 CIMSEC Nominees (Tempatan) Sdn. Bhd.(CIMB Bank for Low Chee Kong)

1,194,700 1.11

15 Chung Sow Leng 1,100,000 1.02

16 Martin Shim Thau Kong 1,021,600 0.95

17 AMSEC Nominees (Tempatan) Sdn. Bhd.(Pledged Securities Account – Ambank (M) Berhad for Dataprint Computer Supplies Sdn. Bhd.)

1,000,000 0.93

18 Dataprint Computer Supplies Sdn. Bhd. 900,725 0.84

Analysis of Warrant Holdings (Cont’d)as at 20 June 2016

no. name of Warrant holders no. of Warrants %

19 Annette Cheah Beng Imm 699,600 0.65

20 Malpac Capital Sdn. Bhd. 682,500 0.64

21 AllianceGroup Nominees (Tempatan) Sdn. Bhd.(Pledged Securities Account for Ooi Chin Hock)

657,200 0.61

22 Kenanga Nominees (Tempatan) Sdn. Bhd.(Pledged Securities Account for Tan Bee Yook)

621,500 0.58

23 Billion Inspiration Sdn. Bhd. 600,000 0.56

24 Dharmendran A/L Kathiravelu 600,000 0.56

25 Ho Sai Lon Mark 540,500 0.50

26 Ng Chin Heng @ Ng Kok Seng 533,400 0.50

27 Lee Siew Choong 500,000 0.47

28 Lim Chun Chow 500,000 0.47

29 Maybank Nominees (Tempatan) Sdn. Bhd.(Pledged Securities Account for Low Chee Kong)

478,837 0.45

30 Chin Jit Pyng 468,562 0.44

total 72,742,257 67.73

thirty (30) larGest Warrant holDers (cont’D)


Properties Owned by Symphony Life Group

title/lot no. land area

(acres)

exising use/Description ofbuilding

Date ofacquisition/revaluation

approximateage of building/years(tenure)

net book value as at 31 March

2016 rM’000

Geran 76450, Lot 20004Seksyen 57, Bandar Kuala LumpurWilayah Persekutuan

0.86 1 unit of completed luxurious condominium in Jalan Ceylon,Kuala Lumpur

1983 2 (Freehold)

1,714

Lot 102269 Lot 102270Lot 102271Lot 102272P.T. 5678 - P.T. 5680P.T. 5710Lot 100844Lot 100845both in Mukim and DaerahPetaling, Selangor

2.85 3.68 3.70 4.35 0.26 0.09 6.06 8.19

Land held for mixed developmentin Puchong,Selangor

2001 23/3/210822/3/210815/3/211115/3/211115/5/211115/5/211115/3/211115/3/2111

48,479

Geran 258339-258340, Lot 61204 - 61209PT 5390 HSD 209765 & PT 5426 HSD 209801Lot 36732, P.T. 6030 & P.T. 2243Pekan Senawang, Mukim AmpanganDistrict of SerembanNegeri Sembilan

2.10 Land held for mixed developmentin Seremban, Negeri Sembilan

1996 -(Freehold)

3,225

H.S.(D) 414, Lot P.T. 294Mukim Kuah, District ofLangkawi, Kedah

8.57 2 storey shoppingcomplex located in Kuah town, Kedah

1997 19 (Leaseholdexpiring on30/12/2093)

32,070

P.T. 4476, H.S.(D) 92414,Mukim Kuala LumpurDistrict of Kuala Lumpur

10.60 Commercial landlocated at Taman Midah, Jalan Cheras, Kuala Lumpur

1991 -(Freehold)

9,030

Geran 78280 Lot 443Seksyen 71, Bandar Kuala LumpurWilayah Persekutuan

1.28 9 units of completed luxurious condominium in Bukit Tunku, Kuala Lumpur

2004 2(Freehold)

12,902


(acres)





2016 rM’000

Lot 9018, Lot 9019,Lot 9020, Lot 9021Lot 9022 & Lot 9038 Mukim Batu, District of Gombak,Selangor

13.68 Vacant agricultural land located at Mukim Batu, District of Gombak, Selangor

2000 99 years leaseexpiring in 2059

28

Lot PT 12269 to PT 12274 Mukim and District of Ulu Langat, Selangor

397.30 Quarry land for extraction ofrock reserves together withoffice and quarry buildings located at Mukim and District of Ulu Langat, Selangor

2012 99 years leaseexpiring in 2111

144,761

H.S.(D) 629/94 P.T. 23910District of Kuala Muda,Sungai Petani

0.03 Land together with three storey office building locatedat District of Kuala Muda, Sungai Petani, Kedah

1995 19(Freehold)

121

H.S.(D) 630/94 P.T. 23911District of Kuala MudaSungai Petani

0.03 Land together with three storey office building locatedat District of Kuala Muda, Sungai Petani, Kedah

1995 19(Freehold)

121

H.S.(D) 2770/95 P.T. 22389

H.S.(D) 4252/95 P.T. 22450 toH.S.(D) 4262/95 P.T. 22460

H.S.(D) 4110/95 P.T. 22461 toH.S.(D) 4157/95 P.T. 22508

H.S.(D) 4158/95 P.T. 22509 to H.S.(D) 4163/95 P.T. 22514

H.S.(D) 4165/95 P.T. 22516 to H.S.(D) 4171/95 P.T. 22522

H.S.(D) 4032/95 P.T. 22523 to H.S.(D) 4060/95 P.T. 22551

H.S.(D) 4070/95 P.T. 22561 to H.S.(D) 4088/95 P.T. 22579

257.23 Land held for mixed development, all in the District of Kuala Muda, Sungai Petani, Kedah

1995 -(Freehold)

54,110



(acres)





2016 rM’000

H.S.(D) 4234/95 P.T. 22663 to H.S.(D) 4251/95 P.T. 22680

H.S.(D) 4263/95 P.T. 22681 to H.S.(D) 4323/95 P.T. 22741

H.S.(D) 4337/95 P.T. 22755 to H.S.(D) 4348/95 P.T. 22766

H.S.(D) 4364/95 P.T. 22782 to H.S.(D) 4388/95 P.T. 22805

H.S.(D) 4751/95 P.T. 23091 to H.S.(D) 4764/95 P.T. 23104

H.S.(D) 4993/95 P.T. 23513 to H.S.(D) 4994/95 P.T. 23514

H.S.(D) 4841/95 P.T. 23181 to H.S.(D) 4880/95 P.T. 23220

H.S.(D) 4721/95 P.T. 23436 to H.S.(D) 4745/95 P.T. 23460

H.S.(D) 4941/95 P.T. 23461 to H.S.(D) 4991/95 P.T. 23511

H.S.(M) 390/94 P.T. 24207 to H.S.(M) 469/94 P.T. 24286

H.S.(M) 526/94 P.T. 24343 to H.S.(M) 537/94 P.T. 24354

H.S.(D) 5148/95 P.T. 24078

H.S.(M) 299/94 P.T. 24116 to H.S.(M) 372/94 P.T. 24189

H.S.(M) 1527/94 P.T. 25344 to H.S.(M) 1529/94 P.T. 25346

H.S.(M) 1531/94 P.T. 25348 to H.S.(M) 1533/94 P.T. 25350


(acres)





2016 rM’000

H.S.(M) 5149/95 P.T. 25351

H.S.(D) 5892/95 P.T. 25366

H.S.(D) 5900/95 P.T. 25374 to H.S.(D) 5903/95 P.T. 25377

H.S.(D) 6191/95 P.T. 25385 to H.S.(D) 6236/95 P.T. 25430

H.S.(D) 6339/95 P.T. 25533 to H.S.(D) 6590/95 P.T. 25784

H.S.(D) 6181/95 P.T. 26796

H.S.(D) 5906/95 P.T. 25785 to H.S.(D) 6169/95 P.T. 26048

H.S.(D) 5156/95 P.T. 26049 to H.S.(D) 5397/95 P.T. 26290

H.S.(D) 5893/95 P.T. 25367

H.S.(D) 5896/95 P.T. 25370

H.S.(D) 4395/95 P.T. 22891

H.S.(D) 4396/95 P.T. 22892

H.S.(D) 4397/95 P.T. 22893

H.S.(D) 4404/95 P.T. 22900

H.S.(D) 4405/95 P.T. 22901

H.S.(D) 4406/95 P.T. 22902

H.S.(D) 4413/95 P.T. 22909

0.03

0.03

0.03

0.03

0.03

0.03

0.06

Land together with one/two/three storey office building located at District of Kuala Muda,Sungai Petani, Kedah

1995 19(Freehold)

2,069

Properties Owned bySymphony Life Group (Cont’d)


Notice of Annual General Meeting (Cont’d)

Properties Owned bySymphony Life Group (Cont’d)


(acres)





2016 rM’000

H.S.(D) 4414/95 P.T. 22910 0.04

H.S.(D) 4415/95 P.T. 22911 0.04

H.S.(D) 4416/95 P.T. 22912 0.04

H.S.(D) 4417/95 P.T. 22913 0.03

H.S.(D) 4418/95 P.T. 22914 0.03

H.S.(D) 4419/95 P.T. 22915 0.03

H.S.(D) 4420/95 P.T. 22916 0.03

H.S.(D) 120640 P.T. 2267 to H.S.(D) 120647 P.T. 2274(Un-subdivided title - H.S.(D) 90428 P.T. 48901)

161.61 Vacant developmentland intended for mixed development, all in the District of Kuala Muda, Sungai Petani,Kedah

2006 -(Freehold)

13,758

No. Milik 71695 Lot no. 450 Seksyen 87AKuala Lumpur

1.03 Vacant development land intended for development of luxury condominiumlocation at Kuala Lumpur

2008 -(Freehold)

27,672

PT 15283 (HSD 77573) Seksyen 2, Bandar Hulu Kelang,Daerah Gombak, Selangor

22.98 44 units of completed zero-lot bungalows in Ulu Kelang,Selangor

2010 1(99 yearsexpiring 2112)

94,111

Lot 57502 & Lot 57503Mukim BatuTempat RailwayLine Kepong,Kuala Lumpur

4.46 Land held for development in Mont’ Kiara,Kuala Lumpur

2013 -(Freehold)

63,305


(acres)





2016 rM’000

Geran 314187, Lot 73535Mukim Sungai BulohDaerah Petaling,Selangor

4.28 Land held for mixed delopment in Jalan Lapangan Terbang Subang, Petaling Jaya, Selangor

2014 -(Freehold)

19,258

Lot 10029 for P.T. 424 (Hakmilik No. 11508)Lot 10030 for P.T. 425 (Hakmilik No. 11509)Lot 10031 for P.T. 427 (Hakmilik No. 11510)

15.20 Land held for mixed development in Kota Bharu,Kelantan

2014 99 yearsexpiring 2113

41,531

H.S. (D) 299134PT 25 Seksyen 13Town of Petaling JayaDistrict of Petaling,Selangor

1.78 Commercial development in Jalan SemangatPetaling Jaya, Selangor

2014 99 yearsexpiring 2113

63,270

H.S.(D) 118840 P.T. 9641 0.07 13 units of completed 3 storey link house in Sri Rampai,Kuala Lumpur

2014 1(95 yearsexpiring 2110)

14,519

H.S.(D) 118792 P.T. 9589

H.S.(D) 118798 P.T. 9595

0.07

0.07

H.S.(D) 118818 P.T. 9615 0.07

H.S.(D) 118833 P.T. 9630 0.07

H.S.(D) 118841 P.T. 9642 0.07

H.S.(D) 118842 P.T. 9643 0.07

H.S.(D) 118846 P.T. 9647 0.07

H.S.(D) 118850 P.T. 9651 0.07

H.S.(D) 118852 P.T. 9653 0.07

H.S.(D) 118856 P.T. 9657 0.07

H.S.(D) 118858 P.T. 9659 0.07

H.S.(D) 118861 P.T. 9662 0.07


Notice of Annual General Meeting

notice is hereby Given that the 53rd Annual General Meeting of the Company will be held at the Glenmarie Ballroom A, Holiday Inn Kuala Lumpur Glenmarie, No. 1, Jalan Usahawan U1/8, Seksyen U1, 40250 Shah Alam, Selangor Darul Ehsan on Wednesday, 24 August 2016 at 9.30 a.m. for the following purposes:

aGenDa

as ordinary business:

1. To receive the Audited Financial Statements for the financial year ended 31 March 2016 together with the Reports of the Directors and Auditors thereon. (Please refer to Explanatory Note A)

2. To declare a first and final single-tier dividend of 2 sen per ordinary share for the financial year ended 31 March 2016.

resolution 1

3. To re-elect the following Directors who retire in accordance with Article 83 of the Company’s Articles of Association:

(a) Dato’ Robert Teo Keng Tuan (Please refer to Explanatory Note B) (b) Mr. Chin Jit Pyng

resolution 2resolution 3

4. To re-appoint Mr. Lee Siew Choong as a Director pursuant to Section 129(6) of the Companies Act, 1965. (Please refer to Explanatory Note B)

resolution 4

5. To re-appoint Messrs. Ernst & Young as Auditors of the Company and to authorise the Directors to determine their remuneration.

resolution 5

as special business:

To consider and if thought fit, to pass the following Ordinary Resolutions:

6. authority to allot and issue shares Pursuant to section 132D of the companies act, 1965

“THAT pursuant to Section 132D of the Companies Act, 1965 (“the act”), the Directors be and are hereby empowered to issue shares in the Company, at any time and upon such terms and conditions

and for such purposes as the Directors may, in their absolute discretion deem fit, provided that the aggregate number of shares issued pursuant to this resolution does not exceed ten per centum (10%) of the issued capital of the Company for the time being and that the Directors be and are also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on 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 6

7. Proposed renewal of authority for Purchase of own shares by the company resolution 7

“THAT subject to the Act, the rules, regulations and orders made pursuant to the Act, provisions of the Company’s Memorandum and Articles of Association and the Main Market Listing Requirements

of Bursa Securities and any other relevant authority, the Directors of the Company be and are hereby unconditionally and generally authorised to make purchases of ordinary shares of RM1.00 each in the Company’s issued and paid-up share capital through Bursa Securities subject further to the following:

(a) the maximum number of shares which may be purchased by the Company shall be equivalent to ten per centum (10%) of the issued and paid-up share capital of the Company for the time being, quoted on Bursa Securities;

(b) the maximum fund to be allocated by the Company for the purpose of purchasing the shares shall not exceed the audited retained profits of the Company as at 31 March 2016;

(c) the authority conferred by this resolution will commence immediately upon the passing of this resolution and will expire at the conclusion of the next AGM of the Company (unless earlier revoked or varied by ordinary resolution of the shareholders of the Company in general meeting or the expiration of the period within which the next AGM is required by law to be held, whichever occurs first) but not so as to prejudice the completion of purchase(s) by the Company or any person before the aforesaid expiry date and, in any event, in accordance with the Main Market Listing Requirements of Bursa Securities or any other relevant authority;

(d) upon completion of the purchase(s) of the shares by the Company, the shares shall be dealt with by the Directors in any manner as prescribed by the Act, rules, regulations and orders made pursuant to the Act and the Main Market Listing Requirements of Bursa Securities and any other relevant authority for the time being in force;

AND THAT the Directors of the Company be and are hereby authorised to take all such steps and do all such acts (including the execution of any relevant documents) as are necessary or expedient to implement or to give effect to the aforesaid authorisation.”

8. To transact any other business for which due notice shall have been given.

notice of DiviDenD entitleMent anD PayMent

notice is hereby Given that the First and Final Single-Tier Dividend, if approved by the shareholders at the forthcoming Annual General Meeting, will be paid on 28 September 2016 to depositors registered in the Record of Depositors at the close of business on 8 September 2016. A depositor shall qualify for entitlement to the dividend only in respect of:

a. Shares transferred into the depositor’s securities account before 4.00 p.m. on 8 September 2016 in respect of ordinary 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

lim seng yon (MAICSA 0815774)alan chan chee Ming (LS 0009838)Secretaries

28 July 2016Selangor Darul Ehsan



notes:

1. A proxy may but need not be a member. There shall be no restriction as to the qualification of the proxy and the provision of Section 149(1)(b) of the Act shall not apply to the Company.

2. To be valid, the Form of Proxy, duly completed must be deposited at the office of the Company not less than forty-eight (48) hours before the time for holding the meeting PROVIDED THAT in the event a member(s) duly executes the Form of Proxy but does not name any proxy, such member(s) shall be deemed to have appointed the Chairman of the meeting as his/their proxy. You can also appoint the Chairman of the meeting as your proxy.

3. A member holding one thousand (1,000) ordinary shares or less may appoint one (1) proxy to attend and vote at a general meeting who shall represent all the shares held by such member.

4. A member holding more than one thousand (1,000) ordinary shares may appoint up to two (2) proxies to attend and vote at the same meeting. Where a member appoints two (2) proxies to attend and vote at the same meeting, such appointment(s) shall be invalid unless the member specifies the proportion of his shareholding in respect of which each proxy shall represent him.

5. A proxy appointed to attend and vote at the meeting shall have the same rights as the member to speak at the meeting.

6. Where a member is an authorised nominee, as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint at least one (1) proxy but not more than two (2) proxies in respect of each securities account it holds which is credited with ordinary shares of the Company. The appointment of two (2) proxies in respect of any particular securities account shall be invalid unless the authorised nominee specifies the proportion of its shareholding to be represented by each proxy.

7. Where a member is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. The appointment of two (2) or more proxies in respect of any particular omnibus account shall be invalid unless the exempt authorised nominee specifies the proportion of its shareholding to be represented by each proxy.

8. If the appointor is a corporation, the Form of Proxy must be executed under its common seal or under the hand of an officer or attorney duly authorised.

9. For the purpose of determining a member who shall be entitled to attend the meeting, the Company shall be requesting Bursa Malaysia Depository Sdn. Bhd. to issue a General Meeting Record of Depositors (“roD”) as at 17 August 2016. Only a depositor whose name appears on the ROD as at 17 August 2016 shall be entitled to attend the said meeting or appoint proxy(ies) to attend and/or vote on such depositor’s behalf.

10. The lodging of the Form of Proxy does not preclude a member from attending and voting in person at the meeting should the member subsequently decides to do so.

Explanatory Note A

This 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 is not put forward for voting.

Explanatory Note B

Dato’ Robert Teo Keng Tuan and Mr. Lee Siew Choong have been assessed by the Nominating Committee and the Board and were found to be independent as stated in the Corporate Governance Statement of the Company’s 2016 Annual Report.

Explanatory Notes on Special Business

resolution no. 6 - authority to allot and issue shares Pursuant to section 132D of the companies act, 1965

The resolution, if passed, will give the Directors of the Company, from the date of the above AGM, authority to issue and allot shares from the unissued capital of the Company at any time up to an aggregate amount not exceeding ten per centum (10%) of the issued and paid-up share capital of the Company, for such purposes as the Directors may deem fit and in the interest of the Company. The authority, unless revoked or varied by the Company in general meeting, will expire at the conclusion of the next AGM of the Company. With the renewal of this authority, the Directors of the Company would be able to raise funds from the equity market at a shorter period of time and any delay arising from and cost involved in convening an extraordinary general meeting to approve such issuance of shares should be eliminated.

The authority will provide flexibility to the Company for any possible fund raising activities, but not limited to placement of shares for the purpose of funding current and/or future investment project(s), working capital and/or acquisitions or strategic opportunities involving equity deals, which may require the allotment and issuance of new shares.

As at the date of this Notice, no new shares in the Company were issued pursuant to the authority granted to the Directors at the last AGM of the Company held on 9 September 2015 and accordingly no proceeds were raised.

resolution no. 7 - Proposed renewal of authority for Purchase of own shares by the company

The resolution, if passed, will empower the Directors of the Company to purchase the Company’s shares up to ten per centum (10%) of the issued and paid-up share capital of the Company for the time being, quoted on Bursa Securities, by utilising the funds allocated which shall not exceed the audited retained profits of the Company. Further information on the Proposed Renewal of Authority for Purchase of Own Shares by the Company is set out in the Statement to Shareholders dated 28 July 2016 which is despatched together with the Company’s 2016 Annual Report.

stateMent accoMPanyinG notice of annual General MeetinGPursuant to Paragraph 8.27(2) of the Listing Requirements of Bursa Malaysia Securities Berhad

Details of individuals who are standing for election as DirectorsNo individual is seeking for election as a Director at the forthcoming 53rd Annual General Meeting of the Company.

Form of Proxy


I/We* (NRIC No. ) (Full name in capital letters)

of (Full address)

being a member(s) of Symphony Life Berhad (“SymLife” or “Company”) hereby appoint:

Full Name (in capital letters) NRIC/Passport No. No. of Shares

Address

and/or*

Full Name (in capital letters) NRIC/Passport No. No. of Shares

Address

or failing him/her, the Chairman of the meeting* as my/our* proxy/proxies* to vote for me/us* and on my/our* behalf at the 53rd Annual General Meeting of the Company to be held at the Glenmarie Ballroom A, Holiday Inn Kuala Lumpur Glenmarie, No. 1, Jalan Usahawan U1/8, Seksyen U1, 40250 Shah Alam, Selangor Darul Ehsan on Wednesday, 24 August 2016 at 9.30 a.m. and at any adjournment thereof.

no. resolutions for aGainst

1. To approve the payment of first and final single-tier dividend

2. Re-election of Dato’ Robert Teo Keng Tuan as Director

3. Re-election of Mr. Chin Jit Pyng as Director

4. Re-appointment of Mr. Lee Siew Choong as Director

5. Re-appointment of Messrs. Ernst & Young as Auditors

6. Authority to Directors to allot and issue shares pursuant to Section 132D of the Companies Act, 1965

7. Proposed renewal of authority for purchase of own shares by the Company

Please indicate with an “X” in the appropriate space how you wish your vote to be cast. If you do not do so, the proxy/proxies* will vote in accordance with his/her* discretion.

As witness my/our* hand(s) this day of 2016

* Strike out whichever is not applicable. Signature/Seal

notes:

1. A proxy may but need not be a member. There shall be no restriction as to the qualification of the proxy and the provision of Section 149(1)(b) of the Act shall not apply to the Company.

2. To be valid, the Form of Proxy, duly completed must be deposited at the office of the Company not less than forty-eight (48) hours before the time for holding the meeting PROVIDED THAT in the event a member(s) duly executes the Form of Proxy but does not name any proxy, such member(s) shall be deemed to have appointed the Chairman of the meeting as his/their proxy. You can also appoint the Chairman of the meeting as your proxy.

3. A member holding one thousand (1,000) ordinary shares or less may appoint one (1) proxy to attend and vote at a general meeting who shall represent all the shares held by such member.

4. A member holding more than one thousand (1,000) ordinary shares may appoint up to two (2) proxies to attend and vote at the same meeting. Where a member appoints two (2) proxies to attend and vote at the same meeting, such appointment(s) shall be invalid unless the member specifies the proportion of his shareholding in respect of which each proxy shall represent him.

5. A proxy appointed to attend and vote at the meeting shall have the same rights as the member to speak at the meeting.

syMPhony life berhaD(Company No. 5572-H)

(Incorporated in Malaysia)

CDS Account No.

No. of Shares Held

Current Contact/Tel. No.

6. Where a member is an authorised nominee, as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint at least one (1) proxy but not more than two (2) proxies in respect of each securities account it holds which is credited with ordinary shares of the Company. The appointment of two (2) proxies in respect of any particular securities account shall be invalid unless the authorised nominee specifies the proportion of its shareholding to be represented by each proxy.

7. Where a member is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. The appointment of two (2) or more proxies in respect of any particular omnibus account shall be invalid unless the exempt authorised nominee specifies the proportion of its shareholding to be represented by each proxy.

8. If the appointor is a corporation, the Form of Proxy must be executed under its common seal or under the hand of an officer or attorney duly authorised.

9. For the purpose of determining a member who shall be entitled to attend the meeting, the Company shall be requesting Bursa Malaysia Depository Sdn. Bhd. to issue a General Meeting Record of Depositors (“roD”) as at 17 August 2016. Only a depositor whose name appears on the ROD as at 17 August 2016 shall be entitled to attend the said meeting or appoint proxy(ies) to attend and/or vote on such depositor’s behalf.

10. The lodging of the Form of Proxy does not preclude a member from attending and voting in person at the meeting should the member subsequently decides to do so.

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The Company SecretariessyMPhony life berhaD (5572-H)Level 9, Symphony HouseDana 1 Commercial CentreJalan PJU 1A/4647301 Petaling JayaSelangor Darul EhsanMalaysia

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