table of contents - delloyd group · pt delloyd, indonesia muhamad bin aman ceo pt asian auto...

DIRECTORS’ RESPONSIBILITY STATEMENT 02

GROUP’S FINANCIAL HIGHLIGHTS 03

CORPORATE STRUCTURE 04

CORPORATE INFORMATION 05

BOARD OF DIRECTORS’ PROFILE 06

CALENDAR OF EVENTS 2011/2012 10

CHAIRMAN’S STATEMENT 12

NOTICE OF ANNUAL GENERAL MEETING 16

STATEMENT OF CORPORATE GOVERNANCE 20

STATEMENT OF INTERNAL CONTROL 26 AUDIT COMMITTEE REPORT 28

FINANCIAL STATEMENTS 31

ANALYSIS OF SHAREHOLDINGS 115

PROPERTIES OWNED BY THE GROUP 117

FORM OF PROXY 119

CONTENTSTABLE OF

DIRECTORS’ RESPONSIBILITY STATEMENTThe Directors are required by the Companies Act, 1965 (the “Act”) to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Group and of the Company and their results and cash flows for the financial year. As required by the Act and the Listing Requirements of Bursa Malaysia Securities Berhad, the financial statement have been prepared in accordance with the applicable approved accounting standards in Malaysia and provisions of the Act.

Following discussions with the external auditors, the Directors consider that the Company uses appropriate accounting policies that are consistently applied and supported by reasonable as well as prudent judgments and estimates.

The Directors are responsible for ensuring that the Group and the Company keep proper accounting records which disclose with reasonable accuracy at any time the financial position of the Group and the Company and to enable them to ensure that financial statements comply with the Act.

The Directors have a general responsibility for taking such steps that are reasonably available to them to safeguard the assets of the Group and of the Company and to prevent and detect fraud and other irregularities.

(15 months) 2007 2008 2009 2011 2012 RM’000 RM’000 RM’000 RM’000 RM’000 INCOME STATEMENT Revenue 215,464 290,245 286,271 510,319 466,218Profit Before Taxation 15,433 23,745 44,217 84,858 54,953 Profit Attributable To Shareholders 13,424 20,564 33,824 58,910 39,364 Balance Sheet Issued And Paid Up Capital * 88,071 88,071 87,819 94,039 96,985 Shareholders’ Funds 266,410 276,018 309,507 367,121 398,807 Total Assets 418,877 433,714 504,284 563,094 584,789 Per Share Data (sen)

Net Earnings Per Share (EPS) 15.2 23.3 38.5 # 65.0 # 41.0 Net Assets Per Share 302.0 313.0 352.0 390.0 411.0 Dividend Per Share 6.0 5.0 6.0 18.0 12.0

* Net of treasury shares # Earnings per share is calculated based on the weighted average number of ordinary shares

GROUP’S FINANCIAL HIGHLIGHTS

04

PLANTATION

OTHERS

Corporate Structure

AUTOMOTIVE100% DELLOYD AUTO PARTS (M) SDN BHD 45% THAI DELLOYD CO., LTD.100% DELLOYD AUTO PARTS MFG SDN BHD100% DELLOYD (MALAYSIA) SDN BHD100% DELLOYD ELECTRONICS (M) SDN BHD 40% BROSE DELLOYD AUTOMOTIVE CO., LTD. 30% ICHIKOH (MALAYSIA) SDN BHD 10% PT JIDECO INDONESIA100% DELLOYD INDUSTRIES (M) SDN BHD 100% PT DELLOYD 100% DELLOYD INDUSTRIES (THAILAND) CO., LTD 100% GMI MOULD INDUSTRIES SDN BHD 21% AUTOPARTS NETWORKS ALLIANCES SDN BHD

VEHICLE DISTRIBUTION100% ATOZ MOTOR MARKETING SDN BHD 100% ATOZ MOTOR WORKSHOP SDN BHD 100% ATOZ MOTOR CONCEPT SDN BHD 100% ATOZ MOTOR SERVICES SDN BHD 100% VANTAGE SPEED SDN BHD100% MAGNAVISION (M) SDN BHD100% DELLOYD CORPORATION SDN BHD 51% PT ASIAN AUTO INTERNATIONAL

90% DELLOYD PLANTATION SDN BHD 60% PT REBINMAS JAYA

100% DELLOYD MANAGEMENT SERVICES (M) SDN BHD100% DELLOYD R&D (M) SDN BHD100% DELLOYD INFOCOMM SDN BHD 97.5% PREMIER ASIAN AUTO PUBLICATIONS (M) SDN BHD 40% INTELLI-TELEMATICS ASIA SDN BHD

05

BOARD OF DIRECTORS

General Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd)

Chairman,Independent Non-Executive Director

Dato’ Sri Tee Boon KeeGroup Managing Director

Dato’ Ir Haji Noor Azmi Bin Jaafar Executive Director

Datin Sri Chung Geok SiewExecutive Director

Dato’ Tee Boon KeatExecutive Director

Chung Chee Sun Non-Independent Non-Executive Director

Dato’ Dr. M SHANmughalingamIndependent Non-Executive Director

Dato’ Mohamed Nizam Bin Abdul RazakIndependent Non-Executive Director

Eow Kwan HoongIndependent Non-Executive Director

SECRETARIESNg Say OrYew Ing Chuo

AUDIT COMMITTEEDato’ Mohamed Nizam Bin Abdul RazakChairman

Dato’ Dr. M SHANmughalingamEow Kwan Hoong

REMUNERATION COMMITTEEDato’ Dr. M SHANmughalingamChairman

Eow Kwan HoongDato’ Sri Tee Boon Kee

NOMINATION COMMITTEE

General Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd)

Chairman

Dato’ Mohamed Nizam Bin Abdul RazakDato’ Dr M SHANmughalingamEow Kwan Hoong

REGISTERED OFFICE52A, Lebuh Enggang, 41150 KlangSelangor Darul EhsanTel : (03) 3343 7145Fax : (03) 3343 3296

AUDITORSCrowe HorwathKuala Lumpur OfficeChartered Accountants

REGISTRARBina Management (M) Sdn BhdLot 10, The Highway Centre, Jalan 51/20546050 Petaling Jaya, Selangor Darul EhsanTel : (03) 7784 3922Fax : (03) 7784 1988

STOCK EXCHANGE LISTINGBursa MalaysiaMain MarketStock Code : 6505

PRINCIPAL BANKERSHSBC Bank Malaysia BerhadRHB Bank BerhadHong Leong Bank BerhadOCBC Bank (Malaysia) Berhad

SOLICITORSJ. M. Chong, Vincent Chee and CoLee, Perara & Tan

MANAGEMENT TEAM

Dato’ Sri Tee Boon KeeGroup Managing Director

Dato’ Ir Haji Noor Azmi Bin JaafarExecutive Director CEO - Manufacturing

Datin Sri Chung Geok SiewExecutive DirectorFinance & Administration

Dato’ Tee Boon KeatExecutive DirectorCEO - Delloyd Auto Parts (M) Sdn Bhd

Dato’ Leon Tee Wee LengDeputy CEO Corporate & Business

Chua Soo SeongDeputy CEO Operations

Badrol Hisham Bin Jeran Chief Operating Officer Delloyd Industries (M) Sdn Bhd

Lawrence Chong Kin Min Chief Operating Officer Delloyd Industries (M) Sdn Bhd- Tg. Malim Gan Nean Paul Chief Operating Officer Delloyd Electronics (M) Sdn Bhd Tay Koh Heng Chief Operating Officer Delloyd Auto Parts Mfg Sdn Bhd & Delloyd Industries (Thailand) Co., Ltd

Chan Yoke Hoong Senior General Manager Group Purchasing & Corporate Services Jessica Tho Lai Foong General Manager Group Finance & Accounts Tsuneo Matsunaga

General Manager/ Technical Advisor Research & Development

Hasbullah Bin Abdul Rahman General Manager Research & Development Mazlan Bin Mamat General Manager Group Marketing Ryuichiro Ito Advisor International Business Development Yuji Matsuzaki Technical Advisor Delloyd Industries (M) Sdn Bhd Mustaffa Bin Haji Bakar CEO PT Delloyd, Indonesia Muhamad Bin Aman CEO PT Asian Auto International, Indonesia

Ruddy Soesilo Marketing Director PT Asian Auto International, Indonesia Chung Chee Yoke General Manager Delloyd Plantation Sdn Bhd Chang Poh Meng Senior Manager - Estate Division PT Rebinmas Jaya, Indonesia Lim Swee Leong Advisor - Oil Mill Division PT Rebinmas Jaya, Indonesia

Dato’ Sri Tee Boon Kee aged 58, a Malaysian is the Group Managing Director of Delloyd Ventures Berhad. He was appointed to the Board on 6 August 1996 and sits on the ESOS and the Remuneration Committees of the Board. He is the spouse of Datin Sri Chung Geok Siew and brother to Dato’ Tee Boon Keat.

Dato’ Sri Tee is a businessman by profession and co-founder of the DVB Group. The first company founded by him was Delloyd Auto Parts (M) Sdn Bhd in 1984, which specializes in importing and distributing of automotive parts and accessories in Malaysia. Whilst in the midst of establishing a market niche in Malaysia, he had also set up Delloyd (Malaysia) Sdn Bhd in 1987 to undertake direct exports of replacement equipment/accessories parts. He formed Delloyd Industries (M) Sdn Bhd and Delloyd Auto Parts Mfg Sdn Bhd

GENERAL TAN SRI (DR) MOHAMED HASHIM BIN MOHD ALI (Rtd)CHAIRMANINDEPENDENT NON-EXECUTIVE DIRECTOR

DATO’ SRI TEE BOON KEEGROUP MANAGING DIRECTOR

to produce OEM and replacement equipment / accessories parts in 1989 and 1990 respectively. He also possesses in-depth knowledge and experience in the other major sectors of the Group’s business viz. the motor vehicles and oil palm plantation sectors.

He is deemed interested in certain related party transactions of a revenue or trading nature which are necessary for the day-to-day operations of the Group as disclosed on page 94 to 95 of the Annual Report. He has no convictions for any offences within the past 10 years.

General Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd), aged 77, a Malaysian, was appointed an Independent Non-Executive Director and Chairman of Delloyd Ventures Berhad (DVB) on 6 August 1996. He is also the Chairman of the Nomination Committee of the Board.

He holds a Diploma in Advance Business Management from the Harvard Business School and was conferred the Honorary Doctorate by the University of Salford, United Kingdom in January 1999.

General Tan Sri (Dr) Mohamed Hashim joined Country Heights Holdings Berhad after his retirement as the Chief of the Defence Forces in the Malaysian Armed Forces where he chalked up 40 years of dedicated service. During his tenure in the Malaysian Armed Forces, he had initiated the re-organisation and modernisation of the Army.

He is also the Chairman of Ajinomoto (Malaysia) Berhad and sits on the Boards of Country Heights Holdings Berhad, Borneo Highlands Hornbill Golf & Jungle Club Berhad, Bluwater Developments Berhad, Mines Excellence Golf Resort Berhad (fka Excellence Golf Resort Berhad) and some private companies.

He has no family relationship with any directors and/or major shareholders of DVB nor any personal interest in any business arrangement involving the Company. He has no convictions for any offences within the past 10 years.

BOARD OF DIRECTORS’ PROFILE

Datin Sri Chung Geok Siew, aged 59, a Malaysian is an Executive Director of Delloyd Ventures Berhad. She was appointed to the Board on August 1996 and sits on the ESOS Committee of the Board. She is the spouse of Dato’ Sri Tee Boon Kee and the sister of Chung Chee Sun.

Datin Sri Chung is one of the founding members of the DVB Group. She has been with the Group since the inception of Delloyd Auto Parts (M) Sdn Bhd in 1984. She holds the position of Group Finance Director primarily responsible for the finance, administration, purchasing and human resources functions of the Group. She has garnered wide experience in the financial and administrative aspects of the Group’s automotive components business as well as its oil palm plantations business.

She is deemed interested in certain related party transactions of a revenue or trading nature which are necessary for the day-to-day operations of the Group as disclosed on page 94 to 95 of the Annual Report. She has no convictions for any offences within the past 10 years.

Dato’ Ir. Haji Noor Azmi Bin Jaafar aged 57, a Malaysian is an Executive Director of Delloyd Ventures Berhad. He was appointed to the Board on 6 August 1996 and sits on the ESOS Committee of the Board. He graduated from UiTM with Diploma in Mechanical Engineering and a Bachelor of Science in Mechanical Engineering. Subsequently, he obtained a Master of Science in Mechanical Engineering from University of Miami, USA. He is a Member of the Institution of Engineers Malaysia (MIEM) and a registered Professional Engineer (P. Eng) with the Board of Engineer, Malaysia.

Dato’ Ir. Haji Noor Azmi started his career in 1979 as a lecturer in the Faculty of Mechanical Engineering, UiTM and his last position at UiTM was Head of Thermodynamics and Heat Transfer Division. In 1984, he joined PROTON (Perusahaan Otomobil Nasional Berhad) and assumed various capacities in Quality Control, Local Content, Localisation, Warranty & Technical Services and Procurement & Vendor Development. After seven and half years with PROTON, he joined Delloyd Industries (M) Sdn Bhd in 1991 as Director and Advisor to the Managing Director. He was appointed Manufacturing Director in 1995 and with effect from August 2008 was appointed Chief Executive Officer of the Group’s automotive components division.

This division comprises main subsidiaries including Delloyd Industries (M) Sdn Bhd, Delloyd Electronics (M) Sdn Bhd, Delloyd Auto Parts Mfg Sdn Bhd, Delloyd (Malaysia) Sdn Bhd, Delloyd R&D (M) Sdn Bhd., PT Delloyd of Indonesia and other overseas operations.

Dato’ Ir. Haji Noor Azmi is an academic advisor to the Faculty of Mechanical Engineering UiTM, Faculty of Mechanical Engineering for Doctor and Master of Philosophy Programme for UTM Razak School of Engineering and Advanced Technology, Faculty of Mechanical Engineering Politeknik Sultan Salahuddin Abdul Aziz Shah, Shah Alam and School of Manufacturing Engineering University Malaysia Perlis (Uni MAP). He is also a Treasurer of the Engineering Faculty Alumni Association (EFAA) – UiTM.

On May 27, 2011, Dato’ Ir. Haji Noor Azmi was elected the President of Proton Vendors Association for the 2011/12 term.

He is deemed interested in certain related party transactions of a revenue or trading nature which are necessary for the day-to-day operations of the Group as disclosed on page 94 to 95 of the Annual Report. He has no convictions for any offences within the past 10 years.

DATO’ IR HAJI NOOR AZMI BIN JAAFAREXECUTIVE DIRECTOR

DATIN SRI CHUNG GEOK SIEWEXECUTIVE DIRECTOR

Chung Chee Sun, aged 58, a Malaysian is a Non-Independent & Non-Executive Director of Delloyd Ventures Berhad. He was appointed to the Board on 6 August 1996 and is the brother of Datin Sri Chung Geok Siew.

Mr. Chung is one of the founding members of the DVB Group. He has been with the Group since the inception of Delloyd Auto parts (M) Sdn Bhd in 1984. He has vast experience in the operation of plastic injection machines and mould management. On 27 August 2008, Mr Chung was redesignated as non-independent and non-executive director.

He is deemed interested in certain related party transactions of a revenue or trading nature which are necessary for the day-to-day operations of the Group as disclosed on page 94 to 95 on the Annual Report. He has no convictions for any offences within the past 10 years.

Dato’ Mohamed Nizam Bin Abdul Razak aged 53, a Malaysian was appointed as an Independent Non-Executive Director of Delloyd Ventures Berhad (DVB) on 6 August 1996. He is Chairman of the Audit Committee and also sits on the Nomination Committee of the Board. He graduated in Politics, Philosophy and Economics from Oxford University, UK in 1980.

He began his career in 1981 when he joined the Corporate Finance Department in Bumiputra Merchant Bankers Berhad. In 1984 he joined GP Securities Sdn Bhd (now known as PB Securities Sdn Bhd) as General Manager. He became the Chief Executive Officer in 1992 and held the position until his retirement in 1998.

Dato’ Nizam currently sits on the Boards of public companies including Mamee-Double Decker (M) Bhd, Yeo Hiap Seng (M) Bhd, Deutsche Bank (M) Bhd and Synergy Track Bhd. He is also a Trustee on several charitable foundations such as Noah Foundation, Hong Leong Foundation and the National Children Welfare Foundation.


Dato’ Tee Boon Keat, aged 48, a Malaysian is Executive Director of Delloyd Ventures Berhad. He was appointed to the Board on 6 August 1996 and is the brother of Dato’ Sri Tee Boon Kee.

Dato’ Tee is a businessman by profession and has vast experience in the management of the automotive accessories business. He is the Chief Executive Officer of Delloyd Auto Parts (M) Sdn Bhd. His main responsibility is to oversee the company’s local and export sales activities.

He is deemed interested in certain related party transactions of a revenue or trading nature which are necessary for the day-to-day operations of the Group as disclosed on page 94 to 95 on the Annual Report. He has no convictions for any offences within the past 10 years.

DATO’ TEE BOON KEATEXECUTIVE DIRECTOR

CHUNG CHEE SUNNON-INDEPENDENT NON-EXECUTIVE DIRECTOR

DATO’ MOHAMED NIZAM BIN ABDUL RAZAKINDEPENDENT NON-EXECUTIVE DIRECTOR

BOARD OF DIRECTORS’ PROFILE

Mr. Eow Kwan Hoong aged 59, a Malaysian was appointed an Independent Non-Executive Director of Delloyd Ventures Berhad (DVB) on 22nd May 2001. He sits on the Audit, ESOS, Nomination and Remuneration Committees of the Board.

Mr. Eow is a member of the Malaysian Institute of Accountants and a Fellow member of the Chartered Institute of Management Accountants (CIMA), United Kingdom. He was the President of CIMA Malaysia Division from June 2006 to June 2008. Currently, he serves as the vice chairman of the South East Asia Regional Board of CIMA UK.

Mr. Eow joined the Lion Group as an Accounts Manager in 1982. After serving the Group for 17 years and holding the post of Group Chief Accountant, he left in April 1998 to join IRIS Corporation Berhad as the Chief Operating Officer. Currently, he sits on the Board of IRIS Corporation Berhad and Main Board public listed company Versatile Creative Berhad. In addition, he also sits on the Boards of Lion AMB Resources Berhad and several Malaysian private limited companies.


EOW KWAN HOONGINDEPENDENT NON-EXECUTIVE DIRECTOR

Y. Bhg. Dato’ Dr. M SHANmughalingam aged 72, a Malaysian, was appointed an Independent Non-Executive Director of Delloyd Ventures Berhad (DVB) on 6 August 1996. He is Chairman of the Remuneration Committee and also sits on the Audit and Nomination Committees of the Board. He obtained his Doctorate of Philosophy in Economics and Government from Oxford University, UK, Masters degree in Economics and Government from Harvard University, USA and Bachelor of Arts (Honours) degree in Economics from Univ. of Malaya. He is a Fellow of the Economic Development Institute, World Bank, USA.

From 1962 to 1978 Dato’ Dr M SHAN served the Treasury, Ministry of Finance, his last post being Deputy Secretary (Economic) and from 1979 to 1991 in PETRONAS (Petroleum Nasional Bhd) his last post being General Manager. From 1992 to 1996 he was Managing Director of Sri Inderajaya Sdn Bhd, the holding company of GEC Malaysia Sdn Bhd.

He is now Managing Director of Trilogic Sdn Bhd, an investment holding company since 1996. He sits on the Boards of non-listed companies. He is Adviser, Hextar Holdings Bhd. He also sits on the Board of Trustees of the Malaysian Institute of Economic Research (MIER) and the international advisory panel to Asian Strategy and Leadership Institute (ASLI).

He was a Director of Mamee Double Decker, Edaran Otomobil Nasional Berhad (EON) and Chairman of its Remuneration Committee and PBA Holdings

Bhd, all listed on the Main Board. He was also on the Board of CIMB (Commerce International Merchant Bankers) (L) Ltd, CIMB Discount House Bhd, CIMB Securities Sdn Bhd, MIDF Aberdeen Asset Management Sdn Bhd, and Malaysian International Merchant Bankers Berhad (MIMB), a subsidiary of MIDF and an associate of Barclays Bank Group, UK. He was on the Committee of the Malaysian Administrative and Diplomatic Service (P.T.D.) Alumni Association, on the Board of the VIOBA Foundation and Chairman, Scholarship Committee and on the Board of Selectors, Rhodes scholarship to Oxford University.

Dato’ Dr. M SHAN represented Malaysia at international conferences of the ADB (Asian Development Bank), the Commonwealth, IMF (the International Monetary Fund), OPEC (the Organisation of Petroleum Exporting Countries), the United Nations and the World Bank. He was the Chairman and lead speaker at several sittings of PECC (Pacific Economic Co-operation Conference). On invitation by the Kennedy School of Government, Harvard University and the Harvard Institute for International Development, USA, he helped in the design of a new Executive Programme for Leaders in Development : Managing Economic and Political Reform for Harvard University.


DATO’ DR M SHANMUGHALINGAMINDEPENDENT NON-EXECUTIVE DIRECTOR

2011 CALENDAR OF EVENTS

JANUARY MARCH MAY JULY SEPTEMBERFEBRUARY APRIL APRILJUNE OCTOBERAUGUST

11/08/11 - 15th Annual General Meeting at Kota Permai Golf and Country Club, Shah Alam, Selangor Darul Ehsan.

10/10/11 - Payment of final single tier dividend of 10 sen per share for the financial period ended 31 March 2011.

2012JANUARY

MARCH MAY JULYFEBRUARYAPRIL JUNE

18/01/12 - Payment of interim single tier dividend of 5 sen per share for the financial year ended 31 March 2012.

06/01/12 - Delloyd Group of Companies Annual Dinner.

07/01/12 - Participated in Bursa Malaysia’s Market Chat 2011/2012 Roadshow at Securities Commission, Kuala Lumpur hosted by Affin Investment Bank Berhad.

23/02/12 - Annual blood donation campaign amongst staff to replenish General Hospital’s blood bank.

12/04/12 - Delloyd Ventures Berhad presented the 2012 Frost & Sullivan Malaysia Excellence Award for Automotive Component Manufacturer of the Year.

12CHAIRMAN’S STATEMENT

DELLOYD VENTURES BERHAD annual report 2012

Dear Shareholders, On behalf of the Board of Directors, I am pleased to present the Annual Report and Audited Financial Statements of Delloyd Ventures Berhad for the financial year ended 31 March 2012.

Economic LandscapeThe year 2011 witnessed a slowdown in the global economy as advanced nations posted lower growth mainly due to slow financial sector reforms along with high fiscal deficits and debts.

On the local front, the Malaysian economy remained resilient and registered growth of 5.1% (2010 : 7.2%) despite fears that the country’s economic growth prospects would be derailed by the contagion fallout from the European sovereign debt crisis as well as the disruptions in the global manufacturing supply chain arising from the effects of the tsunami in Japan. Malaysia’s economic growth improved primarily due to its strong economic fundamentals and robust domestic demand reinforced by the ongoing implementation of projects under the Economic Transformation Programme (ETP) and the New Economic Model of the 10th Malaysia Plan.

Financial ReviewFor the financial year ended 31 March 2012, the Group’s consolidated revenue reached RM466.2 million and posted a profit after tax of RM44.2 million.

Pemegang-pemegang saham yang dihormati,Bagi pihak Lembaga Pengarah, saya dengan sukacitanya membentangkan Laporan Tahunan dan Penyata Kewangan Beraudit Delloyd Ventures Berhad bagi tahun kewangan berakhir 31 Mac 2012.

Lanskap EkonomiTahun 2011 menyaksikan kelembapan dalam ekonomi global dimana negara-negara maju mencatatkan pertumbuhan yang lebih rendah disebabkan oleh pembaharuan sektor kewangan yang perlahan serta defisit dan hutang fiskal yang tinggi . Di pasaran tempatan, ekonomi Malaysia kekal bertahan dan mencatatkan pertumbuhan sebanyak 5.1% (2010 : 7.2%) disebalik kebimbangan bahawa prospek pertumbuhan ekonomi negara akan tersasar disebabkan kejatuhan merudum dari krisis hutang di Eropah serta gangguan dalam rangkaian bekalan perusahaan global akibat daripada tsunami di Jepun. Pertumbuhan ekonomi Malaysia meningkat disebabkan ekonomi asas dan permintaan domestik yang teguh serta diperkukuhkan oleh perlaksanaan projek dibawah Program Transformasi Ekonomi (ETP) dan Model Ekonomi Baru dalam pelan Malaysia ke 10.

Tinjauan KewanganBagi tahun kewangan berakhir 31 Mac 2012, hasil terkumpul Kumpulan mencecah RM466.2 juta dan mencatatkan keuntungan selepas cukai sebanyak RM44.2 juta. Pendapatan sesaham

13CHAIRMAN’S STATEMENT

annual report 2012 DELLOYD VENTURES BERHAD

Earnings per share stood at 41sen (2011 : 65 sen) and Net assets per share was RM4.11 (2011 : RM3.90). Shareholders’ funds increased to RM398.8 million (2011 : RM367.1 million).

On the whole, the year’s revenue and earnings was largely contributed by the two major sectors, namely, the automotive components and the oil palm plantations sectors. The automotive components sector contributed 67.9% and 56.7% to the Group’s revenue and pre-tax earnings respectively, and the plantations sector contributed 17.1% and 46.7% to the Group’s revenue and pre-tax earnings respectively. It is evident that the plantations sector has emerged to play a very significant role in the Group’s business operations.

DividendThe Group has been successful in maintaining a consistent and regular dividend payment that provides a steady stream of return to its shareholders.

An interim single tier dividend of 5 sen per share was declared and paid in January 2012. The Board is now recommending for shareholders’ approval at the forthcoming AGM a final single tier dividend of 7 sen per share – hence making a total payout of 12 sen per share for the current financial year.

Business ReviewThe automotive industry worldwide demonstrated significant resilience in 2011 amidst uncertainty in the global economy, led by Europe and the United States. Automotive sales in the major markets of Asia such as Japan and Thailand experienced considerable setbacks in terms of supply chain which adversely affected automotive sales due to the earthquake and tsunami in Japan and then the floods in Thailand. On the local front, total vehicle sales for 2011 recorded a slight decline by 0.8% to 600,123 units compared to 605,156 units in 2010.

Needless to say these negative market forces had a direct adverse impact on the local automotive components industry albeit not extensive. In spite of the tough economic environment, the Group’s automotive components sector performed reasonably well. This sector was affected by higher depreciation and personnel costs due to further investments to enhance manufacturing capacity. Margins were lower as a result of more competitive pricing in the industry. Nonetheless, our focus and effort for greater efficiency and productivity through the implementation of lean manufacturing system contributed in part to the year’s satisfactory results. We will constantly review and enhance operational efficiencies to ensure sustainability and profitability in this major sector of the Group’s business.

The Group’s plantation sector recorded a commendable revenue amounting to RM79.8 million and pre-tax earnings of RM27.6 million for the year in review. Both the Sungai Rambai and Pulau Belitung plantations contributed positively to the year’s performance. Apart from the stable CPO price and strong global demand, the sector’s results in part is due to the steadily increasing yield of the Belitung estates, producing a total FFB of 80,976 metric tonnes for the year. Despite the lower CPO price and FFB yield and higher fertiliser cost experienced during the year, this sector made a significant contribution to the year’s profits.

Meanwhile, the oil mill at the Belitung plantations is also steadily increasing its CPO production. Together with the purchase of

berjumlah 41sen (2011: 65 sen) dan aset bersih sesaham adalah RM4.11 (2011: RM3.90). Dana pemegang saham meningkat kepada RM398.8 juta (2011: RM367.1 juta).

Secara keseluruhannya, hasil pendapatan tahun ini sebahagian besarnya disumbangkan oleh dua sektor utama, iaitu, komponen automotif dan sektor perladangan kelapa sawit. Sektor komponen automotif dan sektor perladangan kelapa sawit masing-masing menyumbang 67.9% dan 17.1% kepada hasil pendapatan Kumpulan, 56.7% dan 46.7% kepada pendapatan sebelum cukai. Ia adalah jelas bahawa sektor perladangan telah muncul untuk memainkan peranan yang amat penting dalam operasi perniagaan Kumpulan.

DividenKumpulan telah berjaya mengekalkan pembayaran dividen yang konsisten dan memperuntukkan pulangan yang stabil kepada para pemegang saham.Dividen interim satu peringkat sebanyak 5 sen sesaham telah diisytiharkan dan dibayar pada bulan Januari 2012. Lembaga Pengarah kini mengesyorkan untuk kelulusan pemegang saham pada Mesyuarat Agung Tahunan yang akan datang dividen akhir satu peringkat sebanyak 7 sen sesaham - maka membuat jumlah pembayaran sebanyak 12 sen sesaham bagi tahun kewangan semasa.

Tinjauan PerniagaanIndustri automotif di seluruh dunia telah menunjukkan daya tahan yang ketara pada tahun 2011 di tengah-tengah ketidaktentuan dalam ekonomi global, diterajui oleh Eropah dan Amerika Syarikat. Jualan automotif di pasaran utama Asia seperti Jepun dan Thailand mengalami kemunduran yang besar dari segi rantaian bekalan yang menjejaskan jualan automotif disebabkan gempa bumi dan tsunami di Jepun dan kemudian banjir di Thailand. Di pasaran tempatan, jumlah jualan kenderaan bagi 2011 mencatatkan penurunan sebanyak 0.8% kepada 600,123 unit berbanding 605,156 unit pada tahun 2010.

Tidak perlu dijelaskan bahawa tekanan pasaran yang negatif ini secara langsung memberi kesan buruk kepada komponen industri automotif tempatan walaupun tidak secara meluas. Di sebalik persekitaran ekonomi yang sukar , sektor komponen automotif Kumpulan menunjukkan prestasi yang agak baik. Sektor ini telah terjejas oleh susut nilai yang tinggi dan kos kakitangan disebabkan pelaburan untuk meningkatkan keupayaan pengeluaran. Margin adalah lebih rendah akibat harga yang lebih kompetitif dalam industri. Walau bagaimanapun, tumpuan dan usaha kami untuk meningkatkan kecekapan dan produktiviti melalui pelaksanaan “Lean Manufacturing System” turut menyumbang kepada keputusan yang memuaskan pada tahun ini. Kami akan sentiasa mengkaji semula dan meningkatkan kecekapan operasi bagi memastikan kemantapan dan keuntungan dalam sektor utama perniagaan Kumpulan ini.

Sektor perladangan Kumpulan mencatatkan perolehan yang memberangsangkan sebanyak RM79.8 juta dan pendapatan sebelum cukai sebanyak RM27.6 juta bagi tahun ini. Ladang Sungai Rambai dan Pulau Belitung kedua-duanya memberikan sumbangan yang positif kepada prestasi tahun ini. Selain daripada harga CPO yang stabil dan permintaan global yang kukuh , pencapaian sektor sebahagiannya adalah disebabkan peningkatan dari estet-estet di Belitung, yang menghasilkan Buah Tandan Bersih (FFB) berjumlah 80,976 tan metrik bagi tahun ini. Walaupun harga CPO dan hasil Buah Tandan Bersih (FFB) yang lebih rendah serta kos baja yang lebih tinggi pada tahun ini, sektor ini merupakan penyumbang

14


penting kepada keuntungan tahunan.

Sementara itu, kilang minyak sawit di ladang Belitung juga semakin meningkatkan pengeluarannya. Dengan pembelian buah tandan bersih daripada pekebun-pekebun kecil berhampiran, kilang ini akan terus menyumbang kepada keuntungan sektor perladangan dan perolehan keseluruhan .

Tanggungjawab Sosial Korporat Kumpulan mengakui bahawa sebagai ahli korporat yang bertanggungjawab kepada masyarakat, kita perlu memainkan peranan aktif dalam kebajikan masyarakat di sekeliling kita. Dalam usaha kita memacu kearah pertumbuhan, kami juga komited untuk menyumbang kepada Tanggungjawab Sosial Korporat yang baik.

Kumpulan telah melaksanakan pelbagai inisiatif sepanjang FY2012 untuk menghulurkan bantuan dan kebajikan kepada orang-orang yang memerlukan dalam masyarakat. Selain daripada sumbangan amal secara terus kepada mereka yang memerlukan dan kurang bernasib baik, aktiviti-aktiviti CSR Kumpulan yang lain termasuk sokongan terhadap projek-projek dan acara-acara yang menggalakkan penjagaan kesihatan, pendidikan dan bantuan bencana .

Kakitangan kami memainkan peranan penting dalam memastikan kejayaan perniagaan kami. Untuk tujuan ini, kita memberi penekanan kepada pembangunan dan latihan pekerja bagi membolehkan mereka mencapai potensi penuh mereka dan memupuk semangat berpasukan dalam mencapai kejayaan untuk Kumpulan.

Kami juga komited untuk memastikan persekitaran kerja yang lebih selamat dan sihat untuk semua dan untuk meningkatkan piawaian keselamatan melalui dasar Keselamatan dan Kesihatan.

Tinjauan bagi 2012/13Ekonomi global menjangkakan kebangkitan yang lemah disebabkan ketidaktentuan dan keadaan tidak menentu akan berterusan untuk jangkamasa pertengahan.

Ekonomi Malaysia yang menyaksikan pertumbuhan yang sihat pada tahun 2011 mungkin masih terdedah kepada perkembangan global. Walau bagaimanapun, Malaysia masih kekal optimis dimana ekonomi domestik diramalkan berkembang terutamanya melalui pelaksanaan pelbagai program ekonomi kerajaan dan disokong oleh pengguna dan pelabur swasta. Persatuan Automotif Malaysia (MAA) telah meramalkan jumlah pertumbuhan industri sebanyak 2.5% kepada 615,000 unit bagi tahun 2012 daripada 600,123 unit bagi tahun 2011.

Adalah dijangka bahawa pengumuman yang bakal diumumkan tidak lama lagi berkaitan Dasar Automotif Negara (NAP) yang baru akan menjadikan Malaysia sebagai hab serantau bagi kenderaan hibrid, elektrik dan mesra alam. Langkah sedemikian akan memberi prospek menarik bagi industri automotif di negara ini.

Memandangkan senario ekonomi dan perkembangan dalam industri di rantau ini, Lembaga berpendapat bahawa prestasi sektor komponen automotif Kumpulan bagi tahun kewangan yang baru adalah memuaskan. Kumpulan akan terus menimba pengetahuan yang lebih mendalam dan pengalaman dalam industri, dan akan memberi tumpuan kepada pengurusan kos berhemat dan meningkatkan kecekapan serta produktiviti bagi memastikan keuntungan sektor dapat dikekalkan.

fresh fruit bunches from the surrounding smallholders, the mill will continue to contribute to the plantations’ overall revenue and profits.

Corporate Social ResponsibilityThe Group acknowledges that as a responsible corporate member of the society, we should play an active role in the betterment of the communities around us. As we drive for growth, we are committed to deliver good Corporate Social Responsibility.

The Group has undertaken various initiatives throughout FY2012 to offer hope and charity to the needy ones in the community. Besides direct charitable contributions to the welfare of the needy and the less fortunate, other CSR activities of the Group included support of projects and events that promote healthcare, education and disaster relief.

Our employees play a pivotal role in ensuring the success of our business. To this end, we place emphasis on the development and training of the employees to enable them to reach their full potential and to inculcate team spirit in achieving success for the Group.

We are also committed to ensuring a safer and healthier work environment for all and to improve the safety standards via the Occupational Safety and Health policies.

Outlook for 2012/13The global economy will be anticipating a weak resurgence as uncertainties and volatility will persist over the medium term.

The Malaysian economy which saw healthy growth in 2011 may still be vulnerable to global developments. However, Malaysia remains optimistic as the domestic economy is forecasted to grow primarily through the implementation of various governmental economic programmes and supported by private consumption and investment. The Malaysian Automotive Association (MAA) has forecasted the total industry volume growth of 2.5% to 615,000 units for year 2012 from 600,123 units for year 2011.

It is anticipated that the soon to be announced new National Automotive Policy (NAP) will turn Malaysia into a regional hub for hybrid, electric and environmentally friendly vehicles. Such a move will provide exciting prospects for the automotive industry in the country.

In light of the economic scenario in the region and the developments in the industry, the Board is of the view that the Group’s automotive components sector’s performance for the new financial year will be satisfactory. The Group will continue to build on its deep knowledge and experience in the industry, and will focus on prudent cost management and enhancing plant efficiency as well as productivity to ensure that the sector’s profitability is sustained.

It is deemed that palm oil will be in great demand for edible purposes to serve the growing needs of the world population, particularly in the densely populated nations such as China and India. At the same time, demand for non-food uses such as biofuel and biomass is projected to expand as an alternate source of energy and coupled with the impact on inventory levels as a result of climatic changes, the outlook for palm oil is expected to be positive. This favourable outlook augurs well for the Group’s plantations sector’s performance in the new financial year.

CHAIRMAN’S STATEMENT

15


Adalah dianggarkan bahawa akan terdapat permintaan besar minyak sawit untuk tujuan pemakanan bagi memenuhi keperluan populasi dunia yang semakin berkembang, terutamanya di negara-negara yang padat dengan penduduk seperti China dan India. Pada masa yang sama, permintaan bagi kegunaan bukan makanan seperti bahanapi-bio dan biojisim dijangka berkembang sebagai sumber tenaga alternatif dan ditambah pula dengan kesan terhadap paras inventori akibat perubahan iklim, prospek untuk minyak sawit dijangka positif. Prospek yang menggalakkan ini merupakan petanda baik bagi prestasi sektor perladangan Kumpulan pada tahun kewangan yang baru.

Kumpulan kini memiliki sejumlah 15,871 hektar ladang kelapa sawit, dengan 1,449 hektar di ladang Sungai Rambai, Batang Berjuntai dan 14,422 hektar di Pulau Belitung, Indonesia. Jumlah kawasan yang ditanam di Belitung pada akhir Mac 2012 berjumlah 11,302 hektar, dimana 78% atau 8,886 hektar dikelaskan sebagai kawasan subur atau matang dengan umur pokok antara 6-12 tahun. Secara puratanya hasil tanaman puncak berlaku antara usia 10 hingga 18 tahun, ladang-ladang ini akan terus meningkatkan hasil dalam tempoh terdekat dan sederhana.

Prestasi sektor perladangan Kumpulan adalah sangat bergantung kepada pergerakan harga produk minyak sawit. Operasi perladangan kita juga akan terjejas oleh kos buruh dan baja yang meningkat. Kami akan terus berusaha ke arah meningkatkan hasil untuk mengurangkan kesan kenaikan kos pengeluaran.

Walaupun dengan ketidaktentuan ekonomi global semasa, permintaan untuk produk minyak sawit akan kekal mantap dalam tahun fiskal yang baru dan harga CPO akan kekal disokong sepenuhnya. Oleh itu, kami tetap optimistik bahawa sektor perladangan akan menunjukkan prestasi yang memuaskan dan kami komited untuk meningkatkan hasil dan mencapai pertumbuhan seterusnya.

Urus Tadbir KorporatKumpulan dengan sukacitanya membentangkan Laporan Tahunan tahun ini kepada para pemegang saham berdasarkan amalan prinsip dan urus tadbir yang baik seperti yang terkandung dalam Kod Urus Tadbir Malaysia ,

Pihak Lembaga komited untuk memastikan bahawa piawaian tertinggi urus tadbir korporat diamalkan dalam usaha untuk melindungi dan meningkatkan nilai pemegang saham.

PenghargaanKejayaan yang berterusan dan pertumbuhan Delloyd Ventures Berhad sememangnya satu usaha kolektif Lembaga Pengarah, Pengurusan dan semua kakitangan. Bagi pihak Lembaga Pengarah, saya ingin mengambil kesempatan ini untuk menyampaikan ucapan terima kasih dan penghargaan kepada pihak pengurusan dan kakitangan Kumpulan Delloyd kerana usaha gigih , tabah dan penuh dedikasi.

Penghargaan ini juga ditujukan kepada para pemegang saham, pelanggan yang dihargai, pembekal , bank, rakan perniagaan dan pelbagai pihak berkuasa kerajaan dan tidak ketinggalan kepada Kesatuan Pekerja atas keyakinan dan sokongan mereka yang berterusan kepada Kumpulan.

GENERAL TAN SRI (DR) MOHAMED HASHIM BIN MOHD ALI (Rtd)Pengerusi

The Group today owns a total of 15,871 hectares of oil palm plantations, with 1,449 hectares in the Sungai Rambai estate, Batang Berjuntai and 14,422 hectares in Pulau Belitung, Indonesia. The total planted area in Belitung as at end March 2012 stands at 11,302 ha, of which 78% or 8,886 ha are classified as fruit-bearing or matured area with trees ranging from 6 to 12 year old. As peak yields generally occur between 10 to 18 years of age, these estates will continue to see growing yields in the near to medium term.

The performance of the Group’s plantation sector is very much dependent on the price movements of palm oil products. Our plantation operations will also be affected by rising labour and fertiliser costs. We will continue to work towards improving our yields to mitigate the effects of the rising production costs.

Despite the current global economic uncertainty, demand for palm oil products will remain steady in the new fiscal year and CPO prices will remain sufficiently buoyed. As such, we remain cautiously optimistic that the plantation sector will perform reasonably well and we are committed to improving our yields and delivering further growth.

Corporate GovernanceThe Group is pleased to present this year’s Annual Report to the shareholders based on the application of the principles and best practices of good governance as contained in the Malaysian Code on Corporate Governance.

The Board is committed to ensuring that the highest standards of corporate governance are practised in order to protect and enhance shareholder value.

AcknowledgementsDelloyd Ventures Berhad’s continued success and growth has indeed been a collective effort of the Board, the Management and staff. On behalf of the Board of Directors, I would like to take this opportunity to record my sincere gratitude and appreciation to the management and staff of Delloyd Group for their perseverance, resourcefulness and dedication.

My appreciation also goes to our shareholders, valued customers, suppliers, bankers, business associates and the various government authorities and last but not least, our in-house union for their continued confidence and support to the Group.

GENERAL TAN SRI (DR) MOHAMED HASHIM BIN MOHD ALI (Rtd)Chairman

CHAIRMAN’S STATEMENT


NOTICE IS HEREBY GIVEN THAT the Sixteenth Annual General Meeting of the Company will be held at Danau 3, Kota Permai Golf and Country Club, No.1, Jalan 31/100A, Kota Kemuning, Section 31, 40460 Shah Alam, Selangor Darul Ehsan on Thursday, 16 August 2012 at 11.30 a.m. for the following purposes:-

1. To receive the Audited Financial Statements for the financial year ended 31 March 2012 together with the Reports of the Directors and Auditors thereon.

2. To approve the payment of a Final Single Tier Dividend of 7% in respect of the financial year ended 31 March 2012.

3. To approve the payment of Directors’ fees of RM294,000 in respect of the financial year ended 31 March 2012.

4. To re-elect the following Directors who retire by rotation in accordance with Article 90 of the Company’s Articles of Association and being eligible, offer themselves for re-election:-

i) Dato’ Sri Tee Boon Kee ii) Eow Kwan Hoong 5. To consider and, if thought fit, pass the resolutions that pursuant to Section 129 of the Companies Act,

1965, the following Directors be re-appointed as Directors of the Company to hold office until the next Annual General Meeting:-

i) General Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd) ii) Dato’ Dr. M SHANmughalingam 6. To re-appoint Messrs. Crowe Horwath as Auditors and to authorise the Directors to fix their remuneration.

To consider and if thought fit, to pass the following resolutions:- 7. Authority to Issue Shares pursuant to Section 132D of the Companies Act, 1965

“THAT subject always to the Companies Act, 1965 and the approvals of the relevant governmental and/or regulatory authorities, the Directors be and are hereby empowered, pursuant to Section 132D of the Companies Act, 1965, to issue shares in the Company from time to time and upon such terms and conditions and for such purposes as the Directors may deem fit provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the total issued capital of the Company and that such authority shall continue to be in force until the conclusion of the next Annual General Meeting of the Company.”

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

“THAT approval be and is hereby given to the Company and its subsidiaries to renew the Shareholders’ Mandate for the Recurrent Related Party Transactions of a revenue or trading nature with specified class of the Related Parties as stated in Section 3.1 of the Circular to Shareholders dated 25 July 2012 which are necessary for the Group’s day to day operations subject further to the following:-

Ordinary Resolution 1



Ordinary Resolution 4Ordinary Resolution 5

Ordinary Resolution 6Ordinary Resolution 7




AGENDA

AS SPECIAL BUSINESS

i) the transactions are in the ordinary course of business and are on terms not more favourable to the related party than those generally available to the public and is not to the detriment of the minority shareholders and that such transactions are made on an arm’s length basis and on normal commercial terms; and

16NOTICE OF ANNUAL GENERAL MEETING



9. Proposed Renewal of Authority for the Purchase of Own Shares by the Company “THAT subject to the Companies Act, 1965, the provisions of the Memorandum and Articles of

Association of the Company, the requirements of Bursa Malaysia Securities Berhad and the approvals of all relevant governmental and/or regulatory authorities, if any, the Company be and is hereby authorised, to the fullest extent permitted by law, to purchase such amount of ordinary shares of RM1.00 each in the Company as may be determined by the Directors from time to time, through Bursa Malaysia Securities Berhad and upon such terms and conditions as the Directors may deem fit and expedient in the interest of the Company provided that:-


i) the aggregate number of shares purchased pursuant to this resolution does not exceed ten per cent (10%) of the total issued and paid-up share capital of the Company as quoted on Bursa Malaysia Securities Berhad as at the point of purchase; and

ii) an amount not exceeding the Company’s retained profit and the share premium account at the time of the purchase(s) be allocated by the Company for the Proposed Share Buy-Back;

iii) the Mandate is subject to annual renewal. In this respect, any authority conferred by a Mandate shall only continue to be in force until:-

iv) the Directors and/or any of them be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) to give effect to the Proposed Renewal of the Shareholders’ Mandate.”

a) the type of the Recurrent Related Party Transactions made; andb) the names of the Related Parties involved in each type of the Recurrent Related Party

Transactions made and their relationship with the Company and its subsidiaries;

a) the conclusion of the next annual general meeting of the Company following the general meeting at which such Mandate was passed, at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed;

b) the expiration of the period within which the next annual general meeting after the date it is required to be held pursuant to section 143(1) of the Companies Act, 1965(“CA”) (but shall not extend to such extension as may be allowed pursuant to section 143(2) of the CA); or

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

whichever is the earlier; and

AND THAT the authority conferred by this resolution shall commence immediately upon the passing of this resolution and shall, subject to renewal thereat, expire at the conclusion of the next Annual General Meeting of the Company following the passing of this resolution (unless earlier revoked or varied by ordinary resolution of shareholders of the Company in a general meeting);

AND THAT the Directors be and are hereby authorised to act and to take all steps and do all things as they may deem necessary or expedient in order to implement, finalise and give full effect to the Proposed Share Buy-Back AND FURTHER THAT authority be and is hereby given to the Directors to decide in their absolute discretion to either retain the ordinary shares of RM1.00 each in the Company purchased by the Company pursuant to the Proposed Share Buy-Back as treasury shares to be either distributed as share dividends or resold on Bursa Malaysia Securities Berhad or subsequently cancelled, or to cancel the shares so purchased, or a combination of both.”

10. To transact any other business of the Company for which due notice shall have been given.

ii) in disclosing the actual aggregate value of the Recurrent Related Party Transactions conducted pursuant to the Mandate in the 2013 Annual Report, a breakdown of the aggregate value of the Recurrent Related Party Transactions made during the financial year, amongst others, will be provided based on the following information:-



Notes:-

i. The members whose names appear in the Record of Depositors on 10 August 2012 shall be entitled to attend, speak and vote at this Sixteenth Annual General Meeting.

ii. A proxy shall be a member of the Company and if the proxy is not a member of the Company, the proxy shall be an advocate or an approved company auditor or a person approved by the Registrar of Companies.

iii. A member shall be entitled to appoint more than one proxy (subject always to a maximum of two proxies at each meeting) to attend and vote at the same meeting.

iv. Where a member appoints more than one proxy, the appointment shall be invalid unless he specifies the proportion of his holdings to be represented by each proxy.

v. To be valid, the proxy form duly completed must be deposited at the registered office of the Company situated at 52A, Lebuh Enggang, 41150 Klang, Selangor Darul Ehsan not less than 48 hours before the time for holding the meeting.

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

By Order of the Board,

NG SAY OR Company Secretary(LS 00515)

25 July 2012

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

a) Securities transferred into the Depositor’s Securities Account before 4.00 pm on 8 October 2012 in respect of transfers;

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

NOTICE OF DIVIDEND PAYMENT

NOTICE IS ALSO HEREBY GIVEN THAT a Final Single Tier Dividend of 7% in respect of the financial period ended 31 March 2012, if approved by the shareholders, will be paid on 18 October 2012 to Depositors whose names appear in the Record of Depositors on 8 October 2012.



Explanatory Notes on Special Business

1. Ordinary Resolution 9 - Authority to Issue Shares pursuant to Section 132D of the Companies Act, 1965

The Proposed Ordinary Resolution 9 of the Agenda is a renewal of the General Mandate for the Directors to issue and allot shares pursuant to Section 132D of the Companies Act, 1965.

The proposed Ordinary Resolution 9, if passed, will give authority to the Directors of the Company, from the date of the above Annual General Meeting, to issue and allot shares to such persons in their absolute discretion without convening a general meeting provided the aggregate number of share issued does not exceed 10% of the issued share capital of the Company for the time being. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of the next Annual General Meeting of the Company.

As at the date of this Notice, no new shares in the Company were issued pursuant to the mandate granted to the Directors at the Fifteenth

Annual General Meeting held on 11 August 2011 and which will lapse at the conclusion of the Sixteenth Annual General meeting to be held on 16 August 2012.

The General Mandate sought will enable the Directors of the Company to issue and allot shares, including but not limited to further placing

of shares, for purposes of funding investment(s), working capital and/or acquisition(s).

2. Ordinary Resolution 10 - Proposed Renewal of the Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature

The proposed Ordinary Resolution 10, if passed, will empower the Company and its subsidiaries to conduct transactions of a revenue or trading nature with the related parties. Please refer to the Circular to Shareholders dated 25 July 2012 for more information.

3. Ordinary Resolution 11 - Proposed Renewal of Authority for the Purchase of Own Shares by the Company

The proposed Ordinary Resolution 11, if passed, will empower the Company to purchase its own shares up to 10% of the issued and paid-up capital of the Company. This authority, unless revoked or varied at a general meeting, will expire at the next Annual General Meeting of the Company. Please refer to the Circular to Shareholders dated 25 July 2012 for more information.

Statement Accompanying Notice of Annual General Meeting (Pursuant to Paragraph 8.27(2) of the Listing Requirements of Bursa Malaysia Securities Berhad)

Details of persons who are standing for election as Directors No individual is seeking election as a Director at the Sixteenth Annual General Meeting of the Company.

20STATEMENT OF CORPORATE GOVERNANCE


The Board recognises the importance of good corporate governance in directing the business of the Group. The Board is fully committed to ensure that the highest standard of corporate governance as articulated in the Principles and Best Practices set out in the Malaysian Code of Corporate Governance (“Code”) is practised throughout the Group as the underlying principle in discharging its responsibilities and to ensure transparency and corporate accountability.

The Board is pleased to disclose how the Company has applied the Principles and the extent to which the Company has complied with the Best of the Code during the financial year ended 31 March 2012. The Board is of the opinion that it has, in all material respects, complied with the Principles and Best Practices outlined in the Code.

The Board of Directors has the overall responsibility for the performance of the Group by maintaining full and effective control over strategic, financial, operational, compliance and governance issues. The following are specific areas of responsibilities of the Board:-

The Board currently has nine (9) members, comprising four (4) Executive Directors, one (1) Non-Independent Non-Executive Director and four (4) Independent Non-Executive Directors. This broad spectrum of skills and experience ensures the Group is under the guidance of an accountable and competent Board. The Board composition complies with the requirement of Malaysian Code on Corporate Governance and paragraph 15.02 of the Main Market Listing Requirement of Bursa Malaysia Securities Berhad. The Board is satisfied that its present composition fairly reflects the interest of minority shareholders in the Company.

All the Executive Directors, led by Group Managing Director, Dato’ Sri Tee Boon Kee, are true veterans as they have many years of experience in the Group’s core businesses and they practise “hands-on” style of management.

There is a clear division of responsibility between the Chairman and the Group Managing Director to ensure a proper balance of power and authority. The Chairman is responsible for ensuring Board effectiveness and conduct whilst the Group Managing Director is responsible for overseeing the Group’s operations and business development and the implementation of Board policies and decisions.

The Independent Non-Executive Directors provide unbiased and independent views, advice and judgement and exercise objective participation in the proceedings and decision-making process of the Board. Their view carry substantial weight in the decision making process of the Board.

The Board has at least four (4) scheduled meetings annually, with additional meetings for particular matters convened as and when necessary. Board meetings are scheduled in advance at the beginning of the new financial year to enable its members to plan ahead.

The Board met four (4) times for the financial period from 1 April 2011 to 31 March 2012. The following is the record of attendance of the Board Members:-

■ reviewing and adopting a strategic business plan for the Group;■ overseeing the conduct of the Group’s business to evaluate whether the business is being properly managed;■ identifying principle risks and ensuring the implementation of appropriate systems to manage these risks;■ succession planning, including appropriate training, fixing the compensation of and, where appropriate, replacing senior

management;■ developing and implementing an investor relations programme or shareholders communications policy for the Group; and ■ reviewing the adequacy and integrity of the Group’s system of internal control and management information systems, including

systems for compliances with applicable laws, regulations, rules, directives and guidelines.

THE BOARD

BOARD BALANCE

NAME OF DIRECTORS POSITION ATTENDANCE

General Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd) Independent Non-Executive Chairman 4/4Dato’ Sri Tee Boon Kee Managing Director 4/4Datin Sri Chung Geok Siew Executive Director 4/4Dato’ Ir. Hj. Noor Azmi Bin Jaafar Executive Director 4/4Dato’ Tee Boon Keat Executive Director 4/4Chung Chee Sun Non Independent Non-Executive Director 4/4Dato’ Dr M SHANmughalingam Independent Non-Executive Director 4/4Dato’ Mohamed Nizam Bin Abdul Razak Independent Non-Executive Director 3/4Eow Kwan Hoong Independent Non-Executive Director 3/4



All Board members are supplied with Board reports in a timely manner. Board reports are circulated prior to the Board meetings to enable the Directors to obtain further information and explanation, where necessary, before the meetings. The Board reports include the following to enable them to discharge their duties and responsibilities:-

The Nomination Committee is delegated the following specific tasks:-

To assist the Board in discharging its duties, various Board Committees have been established. The functions and terms of reference of the Board Committees are clearly defined and, where applicable, comply with the recommendations of the Code.

A Nomination Committee was established by the Board and comprise exclusively Independent Non-Executive Directors.

Its principal function is to assist the Board in maintaining a sound system of internal control. The Committee has full access to the auditors both internal and external who, in turn, have access at all times to the Chairman of the Committee.

In line with good corporate governance practice, no Executive Directors are members of the Audit Committee.

The report on the Audit Committee is presented on page 28 to 30 and the duties of the Audit committee are included therein.

The Board members have access to the advice and services of the Company Secretary and all information in relation to the Group whether as a full Board or in their individual capacity to assist them in the furtherance of their duties. Where necessary, the Directors may engage independent professionals at the Group’s expense on specialised issues to enable the Board to discharge their duties with adequate knowledge on the matters being deliberated.

The Board, through the Nomination Committee is responsible for regularly reviewing the Board’s structure, size and composition, as well as making recommendations to the Board on any changes deemed necessary.

SUPPLY OF INFORMATION

BOARD COMMITTEES

Nomination Committee

Audit Committee

NAME MEMBERSHIP DIRECTORSHIP

General Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd) Chairman Independent Non-ExecutiveDato’ Mohamed Nizam Bin Abdul Razak Member Independent Non-ExecutiveDato’ Dr M SHANmughalingam Member Independent Non-ExecutiveEow Kwan Hoong Member Independent Non-Executive

■ quarterly financial results■ performance reports of the Group■ budgets■ major operational and financial matters■ updates on statutory regulations and requirements affecting the Company

■ to nominate and recommend candidates to the Board for directorships;■ to consider, in making recommendations, candidates proposed by the Directors for directorships, or by any senior executive or

shareholder; ■ recommend to the Board, directors to fill the seats on Board committees;■ to assist the Board by reviewing annually its required mix of skills and experience and other qualities, including core competencies

which Non-Executive Directors should bring to the Board; and■ to assist the Board in implementing an assessment programme to assess the effectiveness of the Board as a whole, the committees

of the Board, and the contribution of each individual director, on an annual basis.■ to determine the appropriate board size and number of Non-Executive participation in order to comply with the Listing Requirements

of Bursa Malaysia Securities Berhad.



Dato’ Dr M SHANmughalingam Chairman Independent Non-Executive DirectorDato’ Sri Tee Boon Kee Member Group Managing Director Eow Kwan Hoong Member Independent Non-Executive Director

Directorship Fees Salaries Performance Others Total Incentives RM’000 RM’000 RM’000 RM’000 RM’000

Executive Directors 55 1648 812 1515 4030 Non-Executive Directors 354 - - - 354Total 409 1648 812 1515 4384

Range of remuneration Executive Non-Executive Total Directors Directors

Below RM50,000 - 1 1 RM50,001 to RM100,000 - 4 4RM550,001 to RM600,000 1 - 1 RM950,001 to RM1,000,000 2 - 2RM1,400,001 to RM1,450,000 1 - 1Total 4 5 9

The duties of the Remuneration Committee are:

The Remuneration Committee reviews annually the performance of the CEO and the Executive Directors and furnishes recommendations to the Board on adjustments in remuneration and/or reward payments that reflect their respective contributions for the year, and which are competitive and in tandem with the Company’s corporate objectives and strategies.

The Executive Directors play no part in decisions on their own remuneration. The determination of remuneration packages of Non-Executive Directors, including Non-Executive Chairman is a matter for the Board as a whole.

The Remuneration Committee meets as and when necessary. The Remuneration Committee held one (1) meeting for the financial period from 1 April 2011 to 31 March 2012, which was fully attended by all members.

Details of the Directors’ remuneration comprising of remuneration received or/and receivable from the Company and its subsidiaries for the financial period from 1 April 2011 to 31 March 2012 are as follows:

(a) Aggregate remuneration of Directors categorised into appropriate components:-

■ to study and periodically review and implement policies governing the remuneration for Executive Directors; and■ to make recommendations to the Board on all elements of remuneration and terms of employment for Executive Directors.

(b) Number of Directors whose remuneration fall into the following bands:

The Nomination Committee meets as and when necessary. The quorum of the meeting shall be two (2). The Company Secretary shall record, prepare and circulate minutes of the meeting. In the absence of the committee’s Chairman, the Nomination Committee shall elect one of its members present to chair the meeting.

The Nomination Committee held one (1) meeting for the financial period from 1 April 2011 to 31 March 2012, which was fully attended by all members.

Remuneration CommitteeThe Remuneration Committee comprise majority Non-Executive Directors. The members of the Remuneration Committee are:-



DIRECTOR COURSE TITLE

General Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd) ■ Board Effectiveness & Management Relationship ■ Decoding Gen Y Program for Management & Workshop ■ Corporate Governance & Directors DutiesDato’ Sri Tee Boon Kee ■ International Conference and Exhibition of Palm Oil, Jakarta Indonesia ■ Seminar on Succession of Family Business ■ 3rd Palm Oil Summit: Yield Improvement and Carbon Management, Bali Indonesia ■ National Entrepreneurs Convention 2011Datin Sri Chung Geok Siew ■ CFO Innovation Asia Forum 2011 – Finance on the Edge : Balancing Risk and Reward ■ 3rd Palm Oil Summit : Yield Improvement & Carbon Management, Bali Indonesia ■ International Conference & Exhibition of Palm Oil, Jakarta IndonesiaDato’ Ir. Hj. Noor Azmi Bin Jaafar ■ KVP-MAI Workshop ■ Luncheon Talk “Culture Transformation Towards Business Excellence” for Malaysia Productivity & Innovation Class (MPIC) Member ■ Interpreting Accounting & Financial Statement

In accordance with the Company’s Articles of Association, all Directors shall retire from office at least once in every three (3) years but shall be eligible for re-election.

Pursuant to Section 129(2) of the Companies Act, 1965, Directors of or over the age of seventy years shall retire at every annual general meeting and may offer themselves for re-appointment to hold office until the next annual general meeting.

All the directors of the Company have attended the Mandatory Accreditation Programme (MAP) prescribed by Bursa Malaysia Securities Berhad for directors of listed companies. The Board fully supports the need for its members to further enhance their skills and knowledge on relevant programmes, technologies and current developments in the industry as well as with the new regulatory and statutory requirements.

Except those Directors who were not able to attend any training during the year due to tight work schedule and travel, the following Directors had attended the following seminars, conferences and programmes during the financial year:-

RE-ELECTION

TRAINING OF DIRECTORS


Eow Kwan Hoong Chairman Independent Non-Executive DirectorDato’ Sri Tee Boon Kee Member Group Managing DirectorDatin Sri Chung Geok Siew Member Executive DirectorDato’ Ir Haji Noor Azmi Jaafar Member Executive Director

The ESOS Committee was established to administer the Employees’ Share Options Scheme of the Company in accordance with the objectives and regulations thereof. To this end, the Committee meets to determine the participation eligibility, option offers and share allocations and to attend to other related matters as may be required.

The members of the ESOS Committee are:-

ESOS Committee



DIRECTOR COURSE TITLE Dato’ Tee Boon Keat ■ An Introduction to Futures TradingDato’ Dr M SHANmughalingam ■ Sustainability: Taking Corporate Governance a Step Further by Securities Commission Malaysia and Bursa Malaysia. ■ “Would it have made a difference? Cause and Effect in Commercial Law” Law lecture delivered by The Right Honourable The Lord Walker of Gestingthorpe Justice of Supreme Court of the United Kingdom Eow Kwan Hoong ■ Half Day Seminar for Directors on “ Demystifying Fraud” ■ Two Day Conference by CIMA Malaysia on “Green Sustainability Conference Asia 2011

ACCOUNTABILITY AND AUDIT

INVESTOR RELATIONS AND SHAREHOLDERS COMMUNICATION

Financial ReportingIn presenting the annual audited financial statements and quarterly results announcements to shareholders and other interested parties, the Board aims to present a clear, balanced and understandable assessment of the Group’s financial position and prospects.

The Directors’ Responsibility Statement pursuant to the Bursa Malaysia Securities Berhad Revamped Listing Guidelines and Statement by Directors pursuant to Section 169(15) of the Companies Act, 1965 are set out on page 2 and page 36 of this Annual Report respectively.

Internal ControlThe Board acknowledges its responsibility for establishing a sound system of internal control to safeguard shareholders’ investments and the Group’s assets, and to provide reasonable assurances on the reliability of the financial statements. In addition, equal priority is given to internal control of its business management and operational techniques.

The information on the Group’s internal control is presented in the Statement of Internal Control set out on pages 26 to 27 of this Annual Report.

Relationship with AuditorsThe Company maintains a transparent relationship with the auditors in seeking their professional advice and towards ensuring compliance with the approved accounting standards. The role of the Audit Committee in relation to the external auditors is set out on pages 28 to 30 of this Annual Report.

OTHER INFORMATIONIn compliance with the Bursa Malaysia Securities Berhad’s Main Market Listing Requirements, the following additional information are provided :

Employees’ Share Option Scheme (‘ESOS”)The Company implemented an Employee Share Option Scheme (“ESOS”) on 29 April 2005. The ESOS is governed by the bye-laws as approved by shareholders at the Extraordinary General Meeting held on 29 June 2004.

The Board recognises the importance of transparency and accountability to its shareholders. Delloyd communicates with its shareholders regularly through timely release of financial results on a quarterly basis, announcements and disclosures to Bursa Malaysia Securities Berhad, Annual Report, Annual General Meeting and where necessary, to have dialogue or interview with the financial community to discuss on the Group’s latest developments or investment proposals.

The Group maintains a website at www.delloyd.com, which can be conveniently accessed by the shareholders and the general public. The Group’s website is updated from time to time to provide the latest and comprehensive information about the Group.

The Annual General Meeting 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. Shareholders are provided with an opportunity to participate in a Question and Answer session.

In an effort to further enhance the Company’s investor relations function, the Group has embarked on its Investor Relations Incentive Programme (IRIP). This is an on-line Investor Relations programme initiated by the Malaysian Investor Relations Association (MIRA) in collaboration with Bursa Malaysia designed to assist listed companies set up / enhance its investor relations function. Shareholders, investors and members of the financial community may access Delloyd’s investor relation portal via http://delloyd.listedcompany.com.


Details of the number of ESOS option granted during the financial period under review can be found in the Director’s Report in the Financial Statements of this Annual Report.

Share BuybacksDuring the financial year, the Company bought back a total of 93,800 of its ordinary shares of RM1.00 each from the open market. None of the shares purchased has been sold or cancelled. The shares purchased are retained as treasury shares. As at 31.03.2012, a total of 3,019,400 shares were held as treasury shares.

Options, Warrants or Convertible SecuritiesThere were no options, warrants or convertible securities issued by the Company during the financial year under review.

American Depository Receipt (ADR) or Global Depository Receipt (GDR) ProgrammeDuring the financial year, the Company did not sponsor any ADR or GDR programme.

Imposition of Sanctions and/or PenaltiesThere were no sanctions and/or penalties imposed on the Company and its subsidiaries, directors or management by any regulatory authorities during the financial year under review.

Non-audit FeesThere were no non-audit fees paid to the external auditor during the financial year under review.

Profit GuaranteeThe Company did not give any profit guarantee during the financial period from 1 April 2011 to 31 March 2012.

Statement on Revaluation PolicyAs at 31 March 2012, the Company did not carry out any revaluation exercise on its landed properties.

Material ContractsMaterial Contracts of the Company and its subsidiaries entered into during the financial year under review are disclosed in Note 49 to the financial statement under “Significant Events During The Financial Year And Subsequent To The Balance Sheet Date” on page 114 of the Annual Report.

Disclosure of Related Party TransactionsThe Group took all necessary steps to ensure transactions which were deemed to be related party transactions were appropriately disclosed in accordance with the Listing Requirements. The Company had convened an Annual General Meeting on 11 August 2011 to obtain shareholders’ mandate to allow the Company and its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature. Significant related party transactions occurred during the financial year are disclosed in Note 43 to the financial statements.

Statement of Compliance with the Best Practices of the CodeThe Board has to the best of its knowledge complied with the principles and best practices of the Malaysian Code on Corporate Governance (MCCG). As part of the ongoing effort of the Group to be a Best Practice company, and as set out in Recommendation 3.3 of the MCCG 2012 with regards to the Independent Directors on the Board serving more than nine years, the Board intends to seek the shareholders’ approval at the next AGM to retain its Independent Directors on the Board in the same capacity and designation. The Independent Directors have a diverse mix of knowledge, skills, experience and high integrity in fulfilling their role on the Board as active and responsible fiduciaries, and continuing with their independency in the discharge of their responsibilities to ensure that the Group maintains an effective governance structure.

26STATEMENT OF INTERNAL CONTROL

RESPONSIBILITY OF THE BOARD

RISK MANAGEMENT

CONTROL STUCTURE AND ENVIRONMENT

The Board acknowledges its overall responsibility in maintaining a sound system of internal control (including systems for compliance with applicable laws, regulations, rules, directives and guidelines) to safeguard shareholder’s investments and the Group’s assets and for reviewing the effectiveness, adequacy and integrity of these systems. The Board also recognises that a sound system of internal controls is a concerted and continuing process, designed to reduce rather than eliminate the risk of failure in achieving the business objectives. It therefore provides reasonable assurance but not absolute assurance that the Group will not be hindered in achieving its business objectives.

Following the publication of the Statement on Internal Control: Guidance for Directors of Public Listed Companies(“the Internal Control Guidance”) by Bursa Malaysia Securities Berhad, the Board confirms that there is an ongoing process for identifying, evaluating and managing significant risks faced by the Group, that has been in place for the financial year and up to the date of approval of the annual report and financial statements, and that this process is regularly reviewed by the Board and is in accord with the Internal Control Guidance.

The Board of Directors of Delloyd Ventures Berhad is pleased to present its Statement of Internal Control for the financial period from 1 April 2011 to 31 March 2012, which has been prepared pursuant to paragraph 15.26(b) of Bursa Malaysia Securities Main Market Listing Requirements. This statement outlines the nature and state of internal control of the Group during the financial year.

Risk assessment and evaluation is an integral part of the annual business planning and budgeting process. Each business unit has to establish its business objectives and identify those risks that can significantly affect their achievement. Having identified the risks, business units are required to set out and implement mitigating actions for each significant risk.

During the financial year under review, monitoring of the significant risks is an ongoing process exercised through direct involvement of the Executive Directors in regular management meetings and reviewing the effectiveness of risk mitigation strategies implemented by the Management.

The Group’s objectives are supported with strategic plans and budgets, which were developed and discussed before the beginning of the new financial year to establish plans and targets against which performance is monitored on an ongoing basis. The business objectives and action plans are reviewed regularly in management meetings throughout the year.

The Board is fully committed to ensure that a proper and conducive control environment is maintained within the Group to govern the manner in which the Group and its employees conduct themselves. The key elements of internal controls are:

■ Board Committees Clear definition to the functions and responsibilities of the various committees of the Board of Directors. These include the Audit

Committee, Nomination Committee, Remuneration Committee and ESOS Committee.

■ Organisational structure and responsibility levels The Group has a well defined organisational structure with a clear line of accountability and has strict authorisation, approval and

control procedures within which senior management operate. Responsibility levels are communicated throughout the Group which set out, among others, authorisation levels, segregation of duties and other control procedures.

■ Authority levels, acquisitions and disposals Clear definition of authorisation procedures and delegated authority levels for major capital expenditure projects, acquisitions and

disposals of businesses and other significant transactions.

The approval of investment decisions above certain limits is reserved to the Board. The authority of the Directors is required for key treasury matters including changes to equity and loan financing, interest rates, cheque signatories, the opening of bank accounts and foreign operations.

■ Regular operational and management meetings Regular scheduled management meetings are held and attended by senior management and operational management to discuss

and report on operational performance, business strategy, key operational statistics, legal and regulatory matters of each business unit where plans and targets are established for business planning.

■ Financial performance The preparation of quarterly and full year financial results, as announced or otherwise are published to shareholders. Full year

financial results are reviewed by external auditors.

■ Budget Approval Budgets are prepared annually and submitted to the Board of Directors for approval. Budgets are an important control mechanism

used by the Group to ensure an efficient allocation of group resources and that operational managers are sufficiently guided in making decisions.

27STATEMENT OF INTERNAL CONTROL

Established control activities for day-to-day financial and operating activities are in place. These include top-level reviews of financial and operating performance, authorisations, verifications, reconciliation, physical controls over the assets, segregation of duties and controls over information systems. Key functions such as finance, treasury, insurance and legal matters are controlled centrally.

All joint ventures and associates companies’ matter of material effects have been brought to the attention of the Board of Directors.

The system of internal controls described in this statement is considered by the Board to be adequate and the risks are considered by the Board to be at an acceptable level within the context of the Group’s business. However, such system does not eliminate the possibility of human error, collusion, or deliberate circumvention of control procedures by employees and others. The Board is satisfied that for the financial year under review, there is no material control failure or weakness that would have resulted in material loss that requires separate disclosure in the Group’s Annual Report.

In addition to internal financial controls, the Directors have ensured that safety and health regulations have been considered and complied with. The Internal Audit FunctionThe Internal Audit function is provided by the Internal Audit Department of Delloyd Ventures Berhad. The total cost incurred by the Internal Audit Department for the financial period from 1 April 2011 to 31 March 2012 was RM212,000.

The Internal Audit team works to a programme agreed with the Audit Committee annually. The team reviews the systems of internal control discusses areas for improvement on controls and monitoring with operational management and executive management and subsequently reviews the extent to which agreed countermeasures have been implemented. Exceptions are summarised and reported to the Audit Committee quarterly. The Audit Committee in turn report their conclusions to the Board.

Review of the Statement by External AuditorsAs required by paragraph 15.23 of the Bursa Malaysia Securities Berhad Main Market Listing Requirements, the external auditors have reviewed this Statement on Internal Control. Their review was performed in accordance with Recommended Practice Guide (“RPG’) 5 issued by the Malaysia Institute of Accountants. Based on their review, the external auditors have reported to the Board that nothing has come to their attention that cause them to believe that this Statement is inconsistent with their understanding of the process the Board has adopted in the review of the adequacy and integrity of internal control of the Group. RPG 5 does not require the external auditors to consider (and they did not) whether this Statement covers all risk and control, or to form an opinion on the effectiveness of the Group’s risk and control.

■ Internal compliance The Group monitors compliance with its internal controls through management reviews and reports which are internally reviewed

by key personnels.

■ Update on development Regular reporting of legal and accounting developments are made to the Board.

■ Training & Development Training and development programmes are identified and scheduled for employees to acquire the necessary knowledge and

competency to meet the management’s performance and job expectations. Action plans to address employee developmental requirements are prepared and implemented timely. This will enable employees to deliver their Key Performance Indicators (KPI) so that the Group can meet its future management requirements.

■ Policies & Procedures Policies, Procedures and Standard Operating Procedures are systematically documented and made available to guide staff in

their day-to-day work. These Control Procedures have been established at Group and individual department levels. Policies and Procedures of most operating units within the Group are documented in Standard Operating Procedure manuals. The integrity and competence of personnel is ensured through recruitment standards and subsequent training courses.

■ ISO/TS 16949:2009 All the subsidiary companies involved in the manufacturing of OEM parts were accredited with ISO/TS16949:2009, an international

standard for quality management in the automotive industry. By enhancing the quality management system to meet the stringent quality requirements of the industry, the Company demonstrates its commitment to meet the expectations of the customers.

■ ISO 14001 : 2004 Three of the subsidiary companies were accredited with ISO 14001: 2004 to meet the environmental quality requirement in the

industry. This certification also signifies the Group’s commitment and initiative for the betterment of the Company, customers and community.

■ Site Visits The Executive Directors undertake site visits to production and operating units and communicate with various levels of staff to

gauge first-hand knowledge the effectiveness of strategies discussed and implemented.

28AUDIT COMMITTEE REPORT


OBJECTIVE

COMPOSITION

TERMS OF REFERENCE

Composition of Audit Committee

Duties and Responsibilities of the Audit Committee

The primary objectives of the Audit Committee are to:

The Audit Committee comprise exclusively Independent Non-Executive Directors. The members of the Audit Committee are:-

The Audit Committee was established by the Board of Directors from amongst its directors and comprise exclusively Independent Non-Executive Directors. One of the committee members is a member of the Malaysian Institute of Accountants.

In the event of any vacancy in the Committee resulting in the non-compliance of Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Board shall appoint new members within three months of that event to make up the minimum of three (3) members.

The Board shall review the term of office and performance of the Audit Committee and each of its members at least once every 3 years to determine whether they have carried out their duties in accordance with the terms of reference.

(i) Provide assistance to the Board of Directors in fulfilling its fiduciary responsibilities, particularly in the areas relating to the Company and its subsidiaries’ accounting and internal control systems, corporate accounting and reporting practices;

(ii) Oversee and appraise the quality of the audits conducted both by the Company’s internal and external auditors; and

(iii) Maintain an open line of communication between the Board of Directors, the internal auditor and the external auditor for the exchange of views and information.


Dato’ Mohamed Nizam Bin Abdul Razak Chairman Independent Non-ExecutiveDato’ Dr M SHANmughalingam Member Independent Non-ExecutiveEow Kwan Hoong Member Independent Non-Executive

The duties of the Audit Committee shall be to review the following and report the same to the Board:

(i) To consider the appointment, resignation or dismissal of the external auditor and to approve the audit fee;

(ii) To discuss with the external auditor before the audit commences, the nature and scope of audit;

(iii) To review the quarterly and year-end financial statements of the Company before recommending to the Board for approval, focusing particularly on:

■ any changes in accounting policies and practices ■ significant adjustments arising from the audit ■ the going concern assumptions ■ compliance with approved accounting standards, stock exchange rules and regulations and other legal requirements

(iv) To discuss problems and reservations arising from the interim and final audits, and any other matter the auditors may wish to discuss (in the absence of management where necessary);

(v) To review the external auditor’s management letter and management’s response;

(vi) To do the following in respect of the internal audit department:

■ review the adequacy of the scope, functions and resources of the internal audit department, and that it has the necessary authority to carry out its work;



Authority of Audit Committee

Committee Meetings

MEMBERSHIP DIRECTORSHIP ATTENDANCE

Dato’ Mohamed Nizam Bin Abdul Razak Independent Non-Executive 3/4Dato’ Dr M SHANmughalingam Independent Non-Executive 4/4Eow Kwan Hoong Independent Non-Executive 4/4

The Committee is authorised by the Board at the cost of the Company to:

The Audit Committee held four (4) meetings during the financial period from 1 April 2011 to 31 March 2012. Details of attendance of Audit Com-mittee members are as follows:

The Audit Committee shall meet at least four (4) times a year. The Group Managing Director, Executive Director (Finance) and the Head of the In-ternal Audit shall normally attend meetings but may be asked to leave a meeting as and when deemed necessary by the Committee. Other Board members and employees may only attend meetings upon the invitation of the Committee.

The Company Secretary shall be the Secretary of the Audit Committee, and shall be responsible to draw up the agenda and circulating it prior to each meeting, to record attendance of all members and invitees and to take minutes at every meeting. The Secretary shall circulate the minutes of meeting of the Committee to all members of the Board.

At least once a year, the Committee shall meet with the external auditors without any executive Board members present.

A representative of the external auditors shall attend the meeting to consider the final audited financial statements and such other meetings deter-mined by the Committee. The external auditors may also request a meeting if they consider one necessary.

The quorum shall be formed if the majority of members are present at the meeting. If the Chairman is unable to attend any meeting, any other independent non-executive director present shall act as Chairman.

■ review the internal audit programme and results of the internal audit process and where necessary ensure that appropriate action is taken on the recommendations of the internal audit department;

■ review any appraisal or assessment of the performance of members of the internal audit department;

■ approve any appointment or termination of senior staff members of the internal audit department;

■ inform itself of resignations of internal audit staff members and provide the resigning staff member an opportunity to submit his/her reasons for resigning;

(vii) to consider any related party transactions entered into by the Company and the Group; and

(viii) to consider major findings of internal investigations and management’s response and other subject matters as defined by the Board.

(i) investigate any activity within its terms of reference;

(ii) obtain the resources which are reasonably required to perform its duties;

(iii) have full and unrestricted access to information pertaining to the Company or the Group;

(iv) have direct communication channels with the external and internal auditors;

(v) obtain external legal or independent professional advice and to secure the attendance of outsiders with relevant experience and expertise, if necessary; and

(vi) convene meetings with external auditors, excluding the attendance of the executive members of the management, whenever deemed necessary.



Summary of the activities of the Audit Committee for the financial year

The Committee carried out the following activities in discharging their duties and responsibilities:

■ reviewed the audited financial statements of the Company and of the Group for the financial period from 1 April 2011 to 31 March 2012 with the external auditors to ensure that the audited financial statements were drawn up in accordance with the provisions of the Companies Act, 1965 and applicable standards approved by the Malaysian Accounting Standards Board.

■ met with the external auditors without the presence of Management and Executive Directors.

■ discussed the internal control weakness report from the external auditors and was satisfied that corrective actions have been undertaken by the management to overcome the weaknesses noted in the internal control of the Group. The Audit Committee was satisfied that there were no major breakdown in the internal control of the Group during the financial year.

■ reported to the Board on the proceedings conducted thereof and conveyed the Audit Committee’s recommendations for the audited financial statements and the quarterly results announcements as the case may be to be adopted and approved by the Board for release to Bursa Malaysia Securities Berhad.

■ reviewed and discussed the internal audit reports, which highlighted internal audit observations and recommendations relating to the operations of the Company and its subsidiaries. Where necessary, the Committee instructed management to take corrective actions to address issues raised in the said report.

■ reviewed status reports from internal audit to ensure that appropriate action has been taken to implement the audit recommendations.

■ reviewed and sought management explanation on related party transactions entered into by the Company and the Group, and reported the same to the Board of Directors.

■ reviewed the Internal Audit Department’s (IAD) significant activities and audit plans for the current and following year for the Group.

Summary of activities of the Internal Audit Department for the financial year

The Group has an internal audit function whose primary responsibility is to undertake regular and systematic reviews of the system of internal control so as to provide reasonable assurance that such system continues to operate satisfactorily and effectively within the Group. The internal audit function adopts a risk based audit methodology, which is aligned with the risks of the Group to ensure that relevant controls addressing those risks are reviewed on a rotational basis.

On a quarterly basis, the IAD submits the audit reports on its audit activities to the Audit Committee for its review and deliberation. The Head of the IAD attends the Audit Committee meetings to present the internal audit findings and makes appropriate recommendations on any areas of concerns within the Company and the Group for the Committee’s deliberation.

The major activities conducted by the Internal Audit Department during the financial period from 1 April 2011 to 31 March 2012 for the Group are summarised as follows:

■ completed 19 audit assignments on various business units of the Group covering manufacturing, plantation, vehicle distribution and servicing and others.

■ sought operating management explanations and action plans on issues highlighted in the internal audit reports, and conducted subsequent follow-up reviews.

■ audit reports, including relevant action plans agreed with operating management are circulated to responsible senior management and are tabled at Audit Committee meetings.

■ summarised the related party transactions entered into by the Company and the Group and tabled at Audit Committee meetings.

■ reviewed and appraised the soundness, adequacy and application of accounting, financial and other controls and promoting effective control in the Company and the Group at reasonable cost.

■ monitored compliance with set policies and procedures and reviewed the adequacy and effectiveness of policies & procedures manuals and standards relating to subsidiaries and business units of the Group.

■ presented and obtained approval from the Audit Committee, the internal audit plans, strategies and scope of work.

31DIRECTORS’ REPORT


The Company is principally an investment holding company.

The principal activities of the subsidiaries are set out in Note 5 to the financial statements. There have been no significant changes in the nature of these activities during the financial year.

The directors hereby submit their report and the audited financial statements of the Group and of the Company for the year ended 31 March 2012.

PRINCIPAL ACTIVITIES

DIVIDENDSThe amount of dividends paid since the end of the previous financial period was as follows:

The directors now recommend a final single-tier dividend of 7.0 sen per ordinary share for shareholders’ approval at the forthcoming annual general meeting. The financial statements for the current financial year do not reflect this proposed final dividend. Such dividend, if approved by the share-holders, will be accounted for as a liability in the financial year ending 31 March 2013.

RESERVES AND PROVISIONSAll material transfers to or from reserves or provisions during the financial year are disclosed in the financial statements.

ISSUES OF SHARES AND DEBENTURESDuring the financial year,

(a) there were no changes in the authorised capital;

(b) the Company increased its issued and paid-up share capital from RM96,964,250 to RM100,004,250 by the issuance of 3,040,000 new or-dinary shares of RM1.00 each to eligible employees of the Group pursuant to options exercised under the Employee Share Option Scheme (“ESOS”) at an issue price of RM2.82 per share for cash. The premium arising from the exercise of ESOS amounting to RM5,532,800 has been credited to the share premium account. The new ordinary shares issued during the financial year rank pari passu in all respects with the existing ordinary shares of the Company; and

(c) there were no issues of debentures by the Company.

RESULTS THE GROUP THE COMPANY RM’000 RM’000 Profit after taxation for the financial year 44,234 47,705 Attributable to:- Owners of the Company 39,364 47,705Non-controlling interests 4,870 - 44,234 47,705

In respect of the financial period ended 31 March 2011: RM’000 Paid on 18 April 2011 - Second interim single-tier dividend of 5.0 sen per ordinary share 4,703

Paid on 10 October 2011 - Final single-tier dividend of 10.0 sen per ordinary share 9,618

In respect of the financial year ended 31 March 2012:

Paid on 18 January 2012 - Interim single-tier dividend of 5.0 sen per ordinary share 4,817

19,138

32DIRECTORS’ REPORT (CONT’D)


NUMBER OF OPTIONS OVER ORDINARY SHARES OF RM1 EACH EXERCISE AT 1 April AT 31 MARCHDATE OF OFFER PRICE 2011 EXERCISED FORFEITED LAPSED 2012

26 January 2010 RM2.82 3,171,000 (3,040,000) (38,000) (93,000) -

< ---- NUMBER OF SHARE OPTIONS ---- > AT 31 MARCHNAME GRANT DATE EXPIRY DATE EXERCISE PRICE GRANTED EXERCISED 2012 GAN NEAN PAUL 26.01.2010 25.01.2012 2.82 200,000 (200,000) -CHUA SOO SEONG 26.01.2010 25.01.2012 2.82 209,000 (209,000) -DATO’ LEON TEE WEE LENG 26.01.2010 25.01.2012 2.82 231,000 (231,000) -

TREASURY SHARESThe details of the treasury shares are disclosed in Note 21 to the financial statements.

EMPLOYEE SHARE OPTION SCHEME (“ESOS”)The Company implemented an ESOS on 29 April 2005. The ESOS is governed by the by-laws as approved by the shareholders at the Extraordinary General Meeting held on 29 June 2004.

The main features of the ESOS are set out in Note 22(c) to the financial statements.

The option prices and the details in the movement of the options granted are as follows:-

The Company has been granted exemption by the Companies Commission of Malaysia from having to disclose in this report the names of holders to whom options have been granted to subscribe for less than 200,000 ordinary shares of RM1 each.

The names of option holders granted options to subscribe for 200,000 or more ordinary shares of RM1 each during the financial year are as fol-lows:-

BAD AND DOUBTFUL DEBTSBefore the financial statements of the Group and of the Company were made out, the directors took reasonable steps to ascertain that action had been taken in relation to the writing off of bad debts and the making of allowance for impairment losses on receivables, and satisfied themselves that there are no known bad debts and that adequate allowance had been made for impairment losses on receivables.

At the date of this report, the directors are not aware of any circumstances that would require the writing off of bad debts, or the additional allowance for impairment losses on receivables in the financial statements of the Group and of the Company.

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

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

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



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

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

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

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

DIRECTORSThe directors who served since the date of the last report are as follows:

GEN. TAN SRI (DR) MOHAMED HASHIM BIN MOHD ALI (Rtd) (CHAIRMAN)DATO’ SRI TEE BOON KEE (MANAGING DIRECTOR)DATO’ IR. HAJI NOOR AZMI BIN JAAFARDATIN SRI CHUNG GEOK SIEW DATO’ TEE BOON KEAT CHUNG CHEE SUN DATO’ MOHAMED NIZAM BIN ABDUL RAZAKDATO’ DR M SHANMUGHALINGAM A/L MURUGASU EOW KWAN HOONG

Pursuant to Article 90 of the Articles of Association of the Company, Dato’ Sri Tee Boon Kee and Eow Kwan Hoong retire by rotation at the forthcoming annual general meeting and, being eligible, offer themselves for re-election.

Pursuant to Section 129 of the Companies Act 1965, Gen. Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd) and Dato’ Dr M Shanmughalingam A/L Murugasu, retire at the forthcoming annual general meeting and, being eligible, offer themselves for re-appointment.

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

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

CONTINGENT AND OTHER LIABILITIES The contingent liability is disclosed in Note 46 to the financial statements. At the date of this report, there does not exist:-

DIRECTORS’ INTERESTSIn accordance with the register of directors’ shareholdings, the interests of directors in office at the end of the financial year in shares in the Company and its related corporations during the financial year are as follows:

Pursuant to Section 6A of the Companies Act 1965, the substantial shareholders of the Company, namely Dato’ Sri Tee Boon Kee, Datin Sri Chung Geok Siew and Dato’ Tee Boon Keat are deemed to be interested in shares in the subsidiaries to the extent of the Company’s interests.

Directors’ BenefitsSince the end of the previous financial period, no director has received or become entitled to receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by directors as shown in the financial statements, 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 the director or with a firm of which the director is a member, or with a company in which the director has a substantial financial interest except for any benefits which may be deemed to arise from transactions entered into in the ordinary course of business with companies in which certain directors have substantial financial interests as disclosed in Note 43 to the financial statements.

Neither during nor at the end of the financial year was the Group or the Company a party to any arrangements whose object is to enable the directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate other than the options granted to certain directors pursuant to the ESOS of the Company.

NUMBER OF ORDINARY SHARES OF RM1 EACH AT ALLOTTED/ AT 1 APRIL 2011 BOUGHT SOLD 31 MARCH 2012

Interest In Shares In The Company DIRECT GEN. TAN SRI (DR) MOHAMED HASHIM BIN MOHD ALI (Rtd) 412,500 - - 412,500DATO’ SRI TEE BOON KEE 2,855,005 - - 2,855,005DATO’ IR. HAJI NOOR AZMI BIN JAAFAR 2,562,927 - (400,000) 2,162,927DATIN SRI CHUNG GEOK SIEW 653,750 - - 653,750DATO’ TEE BOON KEAT 1,703,516 - - 1,703,516CHUNG CHEE SUN 9,640,060 - - 9,640,060DATO’ MOHAMED NIZAM BIN ABDUL RAZAK 412,500 - - 412,500DATO’ DR M SHANMUGHALINGAM A/L MURUGASU 415,000 - - 415,000EOW KWAN HOONG 100,000 - - 100,000 INDIRECT DATO’ SRI TEE BOON KEE 35,197,823 1,431,000 - 36,628,823DATO’ IR. HAJI NOOR AZMI BIN JAAFAR 4,498,945 - - 4,498,945DATIN SRI CHUNG GEOK SIEW 37,399,078 1,431,000 - 38,830,078DATO’ TEE BOON KEAT 31,967,770 1,200,000 - 33,167,770CHUNG CHEE SUN 240,345 - - 240,345

NUMBER OF ORDINARY SHARES OF RUPIAH 1,000,000 EACH AT ALLOTTED/ AT 1 APRIL 2011 BOUGHT SOLD 31 MARCH 2012 Interest In Shares In a Subsidiary, PT Rebinmas Jaya INDIRECT DATO’ SRI TEE BOON KEE * 19,950 - - 19,950DATIN SRI CHUNG GEOK SIEW * 19,950 - - 19,950

* - Deemed interests by virtue of interests held in the Company and Taipan Hectares Sdn. Bhd. pursuant to Section 6A of the Companies Act 1965.





SIGNIFICANT EVENT OCCURRING AFTER THE REPORTING PERIOD The significant event occurring after the reporting period is disclosed in Note 49 to the financial statements.

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

Signed In Accordance With A Resolution Of The DirectorsDated 16 July 2012

Gen. Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd)Chairman

Dato’ Sri Tee Boon KeeManaging Director

36STATEMENT BY DIRECTORS


We, Dato’ Sri Tee Boon Kee and Datin Sri Chung Geok Siew, being two of the directors of Delloyd Ventures Berhad, state that, in the opinion of the directors, the financial statements set out on pages 39 to 114 are drawn up in accordance with Financial Reporting Standards and the Companies Act 1965 in Malaysia so as to give a true and fair view of the state of affairs of the Group and of the Company at 31 March 2012 and of their results and cash flows for the financial year ended on that date.

The supplementary information set out in Note 51, which is not part of the financial statements, is prepared in all material respects, in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants and the directive of Bursa Malaysia Securities Berhad.

Signed In Accordance With A Resolution Of The DirectorsDated 16 July 2012

Dato’ Sri Tee Boon Kee Datin Sri Chung Geok Siew

STATUTORY DECLARATION

I, Tho Lai Foong, I/C No. 601124-07-5340, being the officer primarily responsible for the financial management of Delloyd Ventures Berhad, do solemnly and sincerely declare that the financial statements set out on pages 39 to 114 are, to the best of my knowledge and belief, correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act 1960.

Subscribed and solemnly declared by )Tho Lai Foong, I/C No. 601124-07-5340, )at Kuala Lumpur in the Federal Territory )on this 16 July 2012 )

Tho Lai Foong

Before me

Commissioner for Oaths

37INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF DELLOYD VENTURES BERHAD


Report on the Financial StatementsWe have audited the financial statements of Delloyd Ventures Berhad, which comprise the statements of financial position as at 31 March 2012 of the Group and of the Company, and the statements of comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company for the financial year then ended, and a summary of significant accounting policies and other explanatory information, as set out on pages 39 to 114.

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

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

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

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

OpinionIn our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting Standards and the Companies Act 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as of 31 March 2012 and of their financial performance and cash flows for the financial year then ended.

Report on Other Legal and Regulatory RequirementsIn 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 of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.

(b) We have considered the financial statements and the auditors’ reports of the subsidiaries of which we have not acted as auditors, which are indicated in Note 5 to the financial statements.

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

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

The supplementary information set out in Note 51 to the financial statements is disclosed to meet the requirement of Bursa Malaysia Securities Berhad and is not part of the financial statements. The directors are responsible for the preparation of the supplementary information in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants (“MIA Guidance”) and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad.

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

Crowe Horwath Onn Kien HoeFirm No: AF 1018 Approval No: 1772/11/12 (J/PH)Chartered Accountants Chartered Accountant

16 July 2012Kuala Lumpur

38INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF DELLOYD VENTURES BERHAD (CONT’D)


39STATEMENTS OF FINANCIAL POSITION AT 31 MARCH 2012


THE GROUP THE COMPANY 2012 2011 2012 2011 NOTE RM’000 RM’000 RM’000 RM’000 ASSETS NON-CURRENT ASSETS Investment in subsidiaries 5 - - 134,714 132,574 Investment in associates 6 31,452 30,424 - -Property, plant and equipment 7 142,094 122,581 - -Plantation development expenditure 8 176,690 172,537 - -Investment properties 9 1,763 1,796 - -Other investments 10 3,153 2,581 - -Goodwill on consolidation 11 10,044 10,452 - -Deferred tax assets 12 6,243 5,398 - - 371,439 345,769 134,714 132,574

CURRENT ASSETS Inventories 13 54,293 42,122 - -Trade receivables 14 79,421 68,767 - -Other receivables, deposits and prepayments 15 18,340 19,114 2 2Amounts owing by subsidiaries 16 - - 36,026 11,709Dividend receivable - - 7,050 5,325Tax refundable 10,068 2,963 4,144 1,956Short-term investments 17 19,481 26,379 4,164 841Deposits with financial institutions 18 4,113 23,568 - -Cash and bank balances 27,634 34,412 717 2,765

213,350 217,325 52,103 22,598 TOTAL ASSETS 584,789 563,094 186,817 155,172

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

THE GROUP THE COMPANY 2012 2011 2012 2011 NOTE RM’000 RM’000 RM’000 RM’000 EQUITY AND LIABILITIES EQUITY Share capital 19 100,004 96,964 100,004 96,964 Share premium 20 20,470 14,055 20,470 14,055Treasury shares 21 (8,059) (7,751) (8,059) (7,751)Other reserves 22 (6,323) (3,933) - 305Retained profits 23 292,715 267,786 46,283 13,013

TOTAL EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY 398,807 367,121 158,698 116,586

NON-CONTROLLING INTERESTS 22,722 18,960 - -

TOTAL EQUITY 421,529 386,081 158,698 116,586

NON-CURRENT LIABILITIES Long-term borrowings 24 49,738 51,467 17,220 25,260 Other payable 26 8,130 21,604 - -Deferred tax liabilities 27 15,570 14,373 2,350 -Deferred income 28 277 298 - -

73,715 87,742 19,570 25,260

CURRENT LIABILITIES Trade payables 29 31,606 26,217 - -Other payables and accruals 30 29,688 41,824 283 5,145Short-term borrowings 31 27,385 13,984 8,040 8,040Provision for taxation 238 7,067 - -Derivative liabilities 32 359 179 226 141Bank overdraft 33 269 - - -

89,545 89,271 8,549 13,326 TOTAL LIABILITIES 163,260 177,013 28,119 38,586

TOTAL EQUITY AND LIABILITIES 584,789 563,094 186,817 155,172 NET ASSETS PER SHARE (RM) 34 4.11 3.90


40STATEMENTS OF FINANCIAL POSITION AT 31 MARCH 2012 (CONT’D)


41STATEMENTS OF COMPREHENSIVE INCOMEFOR THE FINANCIAL YEAR ENDED 31 MARCH 2012


THE GROUP THE COMPANY 01.04.2011 01.01.2010 01.04.2011 01.01.2010 to to to to 31.03.2012 31.03.2011 31.03.2012 31.03.2011 NOTE RM’000 RM’000 RM’000 RM’000

REVENUE 35 466,218 510,319 64,840 25,600

COST OF SALES (358,262) (373,932) - - GROSS PROFIT 107,956 136,387 64,840 25,600

OTHER (LOSS)/INCOME (1,297) 5,129 843 729 106,659 141,516 65,683 26,329

PERSONNEL EXPENSES (25,197) (27,673) (299) (404) ADMINISTRATIVE EXPENSES (22,314) (25,638) (581) (784) SHARE OF PROFITS IN ASSOCIATES, NET OF TAX 295 6,429 - - FINANCE COSTS (4,490) (9,776) (1,660) (4,875)

PROFIT BEFORE TAXATION 36 54,953 84,858 63,143 20,266

INCOME TAX EXPENSE 37 (10,719) (17,815) (15,438) (5,481) PROFIT AFTER TAXATION 44,234 67,043 47,705 14,785 OTHER COMPREHENSIVE INCOME, NET OF TAX - Fair value changes of available-for-sale financial assets (141) 350 - -- Foreign currency translation (3,047) (5,719) - - (3,188) (5,369) - - TOTAL COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR/PERIOD 41,046 61,674 47,705 14,785

PROFIT AFTER TAXATION ATTRIBUTABLE TO:- Owners of the Company 39,364 58,910 47,705 14,785Non-controlling interests 4,870 8,133 - - 44,234 67,043 47,705 14,785 TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO:- Owners of the Company 37,279 55,688 47,705 14,785Non-controlling interests 3,767 5,986 - - 41,046 61,674 47,705 14,785

EARNINGS PER SHARE 38 - Basic 41.0 sen 65.0 sen

- Diluted 41.0 sen 64.6 sen


NO

N-DI

STRI

BUTA

BLE

DIST

RIBU

TABL

E

FA

IR

ATTR

IBUT

ABLE

NO

N-

SHAR

E TR

EASU

RY

SHAR

E TR

ANSL

ATIO

N VA

LUE

ESOS

RE

TAIN

ED

TO O

WNE

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LLIN

G TO

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TAL

SHAR

ES

PREM

IUM

DI

FFER

ENCE

S RE

SERV

E RE

SERV

E PR

OFIT

S TH

E CO

MPA

NY

INTE

REST

S EQ

UITY

THE

GROU

P NO

TE

RM’0

00

RM’0

00

RM’0

00

RM’0

00

RM’0

00

RM’0

00

RM’0

00

RM’0

00

RM’0

00

RM’0

00

Balan

ce a

t 01.

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010

88

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(1

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) 69

4 (9

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2,

017

221

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3

10,4

28

12,

976

323

,404

Prof

it af

ter t

axat

ion

for t

he fi

nanc

ial p

erio

d

-

- -

- -

- 58

,910

58

,910

8,

133

67,0

43

Othe

r com

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e in

com

e fo

r t

he fi

nanc

ial p

erio

d, n

et o

f tax

:- F

air v

alue

chan

ges

of a

vaila

ble-

for-

sale

finan

cial a

sset

s

- -

- -

350

- -

350

- 35

0- F

oreig

n cu

rrenc

y tra

nslat

ion

-

- -

(3,5

72)

- -

- (3

,572

) (2

,147

) (5

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)

Tota

l com

preh

ensiv

e in

com

e

f

or th

e fin

ancia

l per

iod

-

- -

(3,5

72)

350

-

58,9

10

55,

688

5

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61,

674

Cont

ribut

ions

by

and

dist

ribut

ions

t

o th

e ow

ners

of t

he C

ompa

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- Sha

re-b

ased

pay

men

ts to

em

ploy

ees

-

- -

- -

92

3 -

923

-

923

- Tra

nsfe

r to

reta

ined

pro

fits

for

E

SOS

lapse

d

- -

- -

- (3

) 3

- -

-- P

urch

ase

of tr

easu

ry s

hare

s

- (5

,864

) -

- -

- -

(5,8

64)

- (5

,864

)- I

ssua

nce

of s

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s pu

rsua

nt

to E

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exer

cised

8,10

1 -

10,7

29

- -

- -

18,8

30

- 18

,830

- Tra

nsfe

r to

shar

e pr

emiu

m

for E

SOS

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- -

2,63

2 -

- (2

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- -

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sitio

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2 2

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39

- -

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(12,

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2,88

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t 31.

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4.20

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96

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(4

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8 30

5 26

7,78

6 36

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1 18

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1

The

anne

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tegr

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art o

f the

se fi

nanc

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tate

men

ts.

42STATEMENTS OF CHANGES IN EQUITYFOR THE FINANCIAL YEAR ENDED 31 MARCH 2012


43STATEMENTS OF CHANGES IN EQUITY

FOR THE FINANCIAL YEAR ENDED 31 MARCH 2012 (CONT’D)


NO

N-DI

STRI

BUTA

BLE

DIST

RIBU

TABL

E

FA

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ATTR

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RM’0

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RM’0

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RM’0

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RM’0

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ce a

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9

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8 30

5 26

7,78

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67,1

21

18,

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386

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Prof

it af

ter t

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ear

-

- -

- -

- 39

,364

39

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4,

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44,2

34

Othe

r com

preh

ensiv

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com

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r t

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nanc

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ear,

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f tax

:- F

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alue

chan

ges

of a

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ble-

for-

sale

finan

cial a

sset

s

- -

- -

(141

) -

- (1

41)

- (1

41)

- For

eign

curre

ncy

trans

latio

n

- -

- (1

,944

) -

- -

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44)

(1,1

03)

(3,0

47)

Tota

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41)

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39,3

64

37,

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3

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41,

046

Cont

ribut

ions

by

and

dist

ribut

ions

t

o th

e ow

ners

of t

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ompa

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- Sha

re-b

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ploy

ees

-

- -

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57

7 -

577

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577

- Pur

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sha

res

-

(308

) -

- -

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(308

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(308

)- I

ssua

nce

of s

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rsua

nt

to E

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exer

cised

3,04

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5,53

3 -

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- 8,

573

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573

- Tra

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882

- -

(882

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sitio

n of

add

itiona

l sha

res

in a

sub

sidiar

y fro

m m

inor

ity s

hare

hold

ers

- -

- -

- -

- -

(5)

(5)

- Divi

dend

s 39

-

- -

- -

- (1

4,43

5)

(14,

435)

-

(14,

435)

Balan

ce a

t 31.

03.2

012

10

0,00

4 (8

,059

) 20

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(6

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) 17

7 -

292,

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398,

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22,7

22

421,

529

The

anne

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note

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rm a

n in

tegr

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se fi

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men

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44


The

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NOTE

RM

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RM

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RM

’000

RM

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THE

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PANY

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nce

at 0

1.01

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- a

s pr

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ted

88,8

63

(1,8

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Prof

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Tot

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-

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- 14

,785

14

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Cont

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ions

by

and

dist

ribut

ions

to th

e ow

ners

of

the

Com

pany

:

- Sha

re-b

ased

pay

men

ts to

em

ploy

ees

of th

e:

- Com

pany

-

- -

29

- 29

- s

ubsi

diar

ies

- -

- 89

4 -

894

- Tra

nsfe

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reta

ined

pro

fits

for E

SOS

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- -

- (3

) 3

-- I

ssua

nce

of s

hare

s pu

rsua

nt to

ESO

S ex

erci

sed

8,1

01

- 10

,729

-

- 18

,830

- Tra

nsfe

r to

shar

e pr

emiu

m fo

r ESO

S ex

erci

sed

- -

2,6

32

(2,6

32)

- -

- Pur

chas

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trea

sury

sha

res

- (5

,864

) -

- -

(5,8

64)

- Div

iden

ds

39

-

- -

- (1

2,88

6)

(12,

886)

Bala

nce

at 3

1.03

.201

1/01

.04.

2011

96

,964

(7

,751

) 14

,055

30

5 13

,013

11

6,58

6

STATEMENTS OF CHANGES IN EQUITYFOR THE FINANCIAL YEAR ENDED 31 MARCH 2012 (CONT’D)

45


STATEMENTS OF CHANGES IN EQUITYFOR THE FINANCIAL YEAR ENDED 31 MARCH 2012 (CONT’D)

N

ON-D

ISTR

IBUT

ABLE

D

ISTR

IBUT

ABLE

SH

ARE

TREA

SURY

SH

ARE

ESOS

RE

TAIN

ED

TOTA

L

CAPI

TAL

SHAR

ES

PREM

IUM

RE

SERV

E PR

OFIT

S EQ

UITY

NOTE

RM

’000

RM

’000

RM

’000

RM

’000

RM

’000

RM

’000

THE

COM

PANY

Bala

nce

at 3

1.03

.201

1/01

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46STATEMENTS OF CASH FLOWSFOR THE FINANCIAL YEAR ENDED 31 MARCH 2012


THE GROUP THE COMPANY 01.04.2011 01.01.2010 01.04.2011 01.01.2010 to to to to 31.03.2012 31.03.2011 31.03.2012 31.03.2011 RM’000 RM’000 RM’000 RM’000 CASH FLOWS FROM/(FOR) OPERATING ACTIVITIES Profit before taxation 54,953 84,858 63,143 20,266 Adjustments for:- Allowance for impairment losses on trade receivables 1,905 183 - -Amortisation of plantation development expenditure 3,945 4,957 - -Bad debts written off - 51 - -Depreciation of: - investment properties 33 41 - -- property, plant and equipment 15,365 14,040 - -Fair value loss on derivatives 180 179 85 141Share-based payments 577 923 - 29Impairment losses on: - other investments 8 - - -- investment in a subsidiary - - 1,433 -- plant and equipment - 352 - -- goodwill - 249 - -Interest expense 3,735 9,446 1,379 4,649Amounts written off:- plant and equipment 10 1,096 - -- plantation development expenditure 115 120 - -Provision for warranty claims - 2,098 - -Reversal of impairment loss in a susidiary - - (1,097) -(Gain)/Loss on disposal of- subsidiary - (2,148) - -- plant and equipment (153) 234 - -Writedown in value of inventories 99 1,410 - -Deferred income recognised - (144) - -Dividend income from - subsidiaries - - (64,840) (25,600)- short-term and other investments (1,078) (833) (22) (53)Loss on foreign exchange - unrealised 5,086 754 - -Interest income (817) (679) (905) (817)Rental income (773) (697) - -Share of profits in associates, net of tax (295) (6,429) - -Writeback in value of inventories (1,104) (203) - -Writeback of provision for warranty claims (102) - - -

Operating profit/(loss) before working capital changes 81,689 109,858 (824) (1,385)


47


STATEMENTS OF CASH FLOWSFOR THE FINANCIAL YEAR ENDED 31 MARCH 2012 (CONT’D)

THE GROUP THE COMPANY 01.04.2011 01.01.2010 01.04.2011 01.01.2010 to to to to 31.03.2012 31.03.2011 31.03.2012 31.03.2011 NOTE RM’000 RM’000 RM’000 RM’000 Operating profit /(loss) before working capital changes 81,689 109,858 (824) (1,385)(Increase)/Decrease in inventories (11,166) 4,347 - -Increase in trade and other receivables (3,948) (23,473) - -(Decrease)/Increase in trade and other payables (10,435) 9,207 (159) (183)Warranty claims paid (785) (1,383) - - CASH FROM/(FOR) OPERATIONS 55,355 98,556 (983) (1,568)Interest paid (4,427) (6,695) (1,379) (4,649)Income tax paid (24,301) (13,502) (15,276) (5,452) NET CASH FROM/(FOR) OPERATING ACTIVITIES 26,627 78,359 (17,638) (11,669) CASH FLOWS (FOR)/FROM INVESTING ACTIVITIES Additional investment in a subsidiary - - (1,899) -Advances/(Repayment) to subsidiaries - - 10,709 (8,758)Deposits paid for purchase of property, plant and equipment (7,871) (7,052) - -Dividends received from:- subsidiaries - - 63,115 30,588- an associate 2,644 1,784 - -- short-term and other investments 1,078 833 22 53Net cash inflow from disposal of a subsidiary 40 - 4,982 - -Interest received 817 679 905 817Payments for plantation development expenditure (11,993) (15,029) - -Subscription for ordinary shares in associates (3,382) (3,883) - -Purchase of property, plant and equipment (37,398) (31,080) - -Proceeds from disposal of plant and equipment 709 415 - -Net proceeds from the disposal of plantation development expenditure 5 - - -Net proceeds from disposal of short-term investments (862) - - -Rental received 773 697 - - NET CASH (FOR)/FROM INVESTING ACTIVITIES (55,480) (47,654) 72,852 22,700 BALANCE CARRIED FORWARD (28,853) 30,705 55,214 11,031


THE GROUP THE COMPANY 01.04.2011 01.01.2010 01.04.2011 01.01.2010 to to to to 31.03.2012 31.03.2011 31.03.2012 31.03.2011 NOTE RM’000 RM’000 RM’000 RM’000 BALANCE BROUGHT FORWARD (28,853) 30,705 55,214 11,031

CASH FLOWS FOR FINANCING ACTIVITIES Repayment to subsidiaries - - (35,026) -Repayment to directors - (360) - -Dividends paid (19,138) (8,183) (19,138) (8,183)Net drawdown/(repayment) of revolving credit and draft loans 7,833 (7,863) - -Drawdown of term loans 15,322 51,201 - 40,000Proceeds from exercise of ESOS 7,996 18,830 8,573 18,830Purchase of treasury shares (308) (5,864) (308) (5,864)Repayment of hire purchase obligations - (675) - -Repayment of medium term notes - (50,000) - (50,000)Repayment of term loans (11,931) (12,015) (8,040) (6,700)

NET CASH FOR FINANCING ACTIVITIES (226) (14,929) (53,939) (11,917)

NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (29,079) 15,776 1,275 (886)

FOREIGN EXCHANGE DIFFERENCES (4,321) (309) - -

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE FINANCIAL YEAR/PERIOD 84,359 68,892 3,606 4,492

CASH AND CASH EQUIVALENTS AT END OF THE FINANCIAL YEAR/PERIOD 41 50,959 84,359 4,881 3,606


48


STATEMENTS OF CASH FLOWSFOR THE FINANCIAL YEAR ENDED 31 MARCH 2012 (CONT’D)

49


NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2012

1. GENERAL INFORMATION The Company is incorporated as a public company limited by shares under the Companies Act 1965 in Malaysia.

The registered office is located at No. 52A, Lebuh Enggang, 41150 Klang, Selangor Darul Ehsan.

The principal place of business is located at Lot 33004/5 and Lot 48938, Jalan Kebun, Kampung Jawa, 42450 Klang, Selangor Darul Ehsan.

The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the directors dated 16 July 2012.

2. PRINCIPAL ACTIVITIES

The Company is principally an investment holding company.

The principal activities of the subsidiaries are set out in Note 5 to the financial statements. There have been no significant changes in the nature of these activities during the financial year.

3. BASIS OF PREPARATION

The financial statements of the Group are prepared under the historical cost convention and modified to include other bases of valuation as disclosed in other sections under significant accounting policies, and in compliance with Financial Reporting Standards (“FRS”) and the Companies Act 1965 in Malaysia.

(a) During the current financial year, the Group has adopted the following new accounting standards and interpretations (including the consequential amendments):- FRSs and IC Interpretations (including the Consequential Amendments)

FRS 1 (Revised) First-time Adoption of Financial Reporting Standards FRS 3 (Revised) Business Combinations FRS 127 (Revised) Consolidated and Separate Financial Statements Amendments to FRS 1 (Revised): Limited Exemption from Comparative FRS 7 Disclosures for First-time Adopters Amendments to FRS 1 (Revised): Additional Exemptions for First-time Adopters Amendments to FRS 2: Scope of FRS 2 and FRS 3 (Revised) Amendments to FRS 2: Group Cash-settled Share-based Payment Transactions Amendments to FRS 5: Plan to Sell the Controlling Interest in a Subsidiary Amendments to FRS 7: Improving Disclosures about Financial Instruments Amendments to FRS 138: Consequential Amendments Arising from FRS 3 (Revised) IC Interpretation 4 Determining Whether An Arrangement Contains a Lease IC Interpretation 12 Service Concession Arrangements IC Interpretation 16 Hedges of a Net Investment in a Foreign Operation IC Interpretation 17 Distributions of Non-cash Assets to Owners IC Interpretation 18 Transfers of Assets from Customers Amendments to IC Interpretation 9: Scope of IC Interpretation 9 and FRS 3 (Revised) Annual Improvement to FRSs (2010)

3. BASIS OF PREPARATION (CONT’D)

(a) The adoption of the above accounting standards and interpretations (including the consequential amendments) did not have any material impact on the Group’s financial statements, other than the following:-

FRS 3 (Revised) introduces significant changes to the accounting for business combinations, both at the acquisition date and post acquisition, and requires greater use of fair values. In addition, all transaction costs, other than share and debt issue costs, will be expensed as incurred. This revised standard has been applied prospectively during the current financial year with no financial impact on the financial statements of the Group but may impact the accounting of its future transactions or arrangements.

FRS 127 (Revised) requires accounting for changes in ownership interests by the group in a subsidiary, whilst maintaining control, to be recognised as an equity transaction. When the group loses control of a subsidiary, any interest retained in the former subsidiary will be measured at fair value with the gain or loss recognised in profit or loss. The revised standard also requires all losses attributable to the non-controlling interests to be absorbed by the non-controlling interests instead of by the parent. The Group has applied FRS 127 (Revised) prospectively during the current financial year with no financial impact on the financial statements of the Group but may impact the accounting of its future transactions or arrangements.

Amendments to FRS 7 expand the disclosure requirements in respect of fair value measurements and liquidity risk. In particular, the amendments require additional disclosure of fair value measurements by level of a fair value measurement hierarchy, as shown in Note 48(e) to the financial statements. Comparatives are not presented by virtue of the exemption given in the amendments.

Annual Improvements to FRSs (2010) contain amendments to 11 accounting standards that result in accounting changes for presentation, recognition or measurement purposes. These amendments have no material impact on the financial statements of the Group upon their initial application.

Furthermore, the amendments to FRS 101 (Revised) also clarify that an entity may choose to present the analysis of the items of other comprehensive income either in the statement of changes in equity or in the notes to the financial statements. The Group has chosen to present the items of other comprehensive income in the statement of changes in equity.

(b) The Group has not applied in advance the following accounting standards and interpretations (including the consequential amendments) that have been issued by the Malaysian Accounting Standards Board (MASB) but are not yet effective for the current financial year:

FRSs and IC Interpretations (including the Consequential Amendments) Effective Date

FRS 9 Financial Instruments 1 January 2015FRS 10 Consolidated Financial Statements 1 January 2013FRS 11 Joint Arrangements 1 January 2013FRS 12 Disclosure of Interests in Other Entities 1 January 2013FRS 13 Fair Value Measurement 1 January 2013FRS 119 (Revised) Employee Benefits 1 January 2013FRS 124 (Revised) Related Party Disclosures 1 January 2012FRS 127 (2011) Separate Financial Statements 1 January 2013FRS 128 (2011) Investments in Associates and Joint Ventures 1 January 2013Amendments to FRS 1 (Revised): Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters 1 January 2012Amendments to FRS 7: Disclosures – Transfers of Financial Assets 1 January 2012Amendments to FRS 7: Disclosures – Offsetting Financial Assets and Financial Liabilities 1 January 2013Amendments to FRS 9: Mandatory Effective Date of FRS 9 and Transition Disclosures 1 January 2015Amendments to FRS 101 (Revised): Presentation of Items of Other Comprehensive Income 1 July 2012Amendments to FRS 112: Recovery of Underlying Assets 1 January 2012Amendments to FRS 132: Offsetting Financial Assets and Financial Liabilities 1 January 2014Amendments to FRS 1 Government Loans 1 January 2013IC Interpretation 15 Agreements for the Construction of Real Estate Withdrawn on 19 November 2011IC Interpretation 19 Extinguishing Financial Liabilities with Equity Instruments 1 July 2011IC Interpretation 20 Stripping Costs in the Production Phase of a Surface Mine 1 January 2013Amendments to IC Interpretation 14: Prepayments of a Minimum Funding Requirement 1 July 2011

50



51



3. BASIS OF PREPARATION (CONT’D)

(b) On 19 November 2011, MASB issued a new MASB approved accounting framework, the Malaysian Financial Reporting Standards (“MFRSs”) that are equivalent to International Financial Reporting Standards.

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

Transitioning Entities are allowed to defer the adoption of the MFRSs for an additional one year, i.e. to annual periods beginning on or after 1 January 2014 after which the MFRSs will become mandatory. The Group falls within the definition of Transitioning Entities and has opted to prepare its first MFRSs financial statements for the financial year ending 31 March 2015.

In representing its first MFRSs financial statements, the Group will quantify the financial effects of the differences between the current FRSs and MFRSs. The Group has commenced transitioning its accounting policies and financial reporting from the current FRSs to MFRSs. However, the Group has not completed its quantification of the financial effects of the differences between FRSs and MFRSs due to the ongoing assessment by the management. The majority of the adjustments required on transition will be made, retrospectively, against opening retained profits.

The Group expects to be in a position to fully comply with the requirements of MFRSs for the financial year ending 31 March 2015.

4. SIGNIFICANT ACCOUNTING POLICIES

(a) Critical Accounting Estimates And Judgements

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

(i) Depreciation of Property,, Plant and Equipment

The estimates for the residual values, useful lives and related depreciation charges for the property, plant and equipment are based on commercial and production factors which could change significantly as a result of technical innovations and competitors’ actions in response to the market conditions. The Group anticipates that the residual values of its property, plant and equipment will be significant and have been taken into consideration for the computation of the depreciable amount.

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

(ii) Income Taxes

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

(iii) Impairment of Non-financial Assets

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

(iv) Writedown of Inventories

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

(vi) Impairment of Trade and Other Receivables

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

(vii) Impairment of Available-for-Sale Financial Assets

The Group reviews its available-for-sale financial assets at the end of each reporting period to assess whether they are impaired. The Group also records impairment loss on available-for-sale equity investments when there has been a significant or prolonged decline in the fair value below their cost. The determination of what is “significant” or “prolonged” requires judgement. In making this judgement, the Group evaluates, among other factors, historical share price movements and the duration and extent to which the fair value of an investment is less than its cost.

(viii) Classification of Leasehold Land

The classification of leasehold land as a finance lease or an operating lease requires the use of judgement in determining the extent to which risks and rewards incidental to its ownership lie. Despite the fact that there will be no transfer of ownership by the end of the lease term and that the lease term does not constitute the major part of the indefinite economic life of the land, management considered that the present value of the minimum lease payments approximated to the fair value of the land at the inception of the lease. Accordingly, management judged that the Group has acquired substantially all the risks and rewards incidental to the ownership of the land through a finance lease.

(ix) Impairment of Goodwill

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

4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(a) Critical Accounting Estimates And Judgements (Cont’d)

(v) Classification Between Investment Properties and Owner-Occupied Properties

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

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

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

52NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2012


53NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 MARCH 2012


(a) Critical Accounting Estimates And Judgements (Cont’d )

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

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

(xi) Share-based Payments

The Group measures the cost of equity settled transactions with employees by reference to the fair value of the equity investments at the date at which they are granted. The estimating of the fair value requires determining the most appropriate valuation model for a grant of equity instruments, which is dependent on the terms and conditions of the grant. This also requires determining the most appropriate inputs to the valuation model including the expected life of the option volatility and dividend yield and making assumptions about them.

(b) Basis of Consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries made up to 31 March 2012.

A subsidiary is defined as a company in which the parent company has the power, directly or indirectly, to exercise control over its financial and operating policies so as to obtain benefits from its activities.

Subsidiaries are consolidated from the date on which control is transferred to the Group up to the effective date on which control ceases, as appropriate.

Intragroup transactions, balances, income and expenses are eliminated on consolidation. Where necessary, adjustments are made to the financial statements of subsidiaries to ensure consistency of accounting policies with those of the Group.

Non-controlling interests are presented within equity in the consolidated statement of financial position, separately from the Company’s shareholders’ equity, and are separately disclosed in the consolidated statement of comprehensive income. Transactions with non-controlling interests are accounted for as transactions with owners. Gain or loss on disposal to non-controlling interests is recognised directly in equity. Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance.

At the end of each reporting period, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity.

All changes in the parent’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Any difference between the amount by which the non-controlling interest is adjusted and the fair value of consideration paid or received is recognised directly in equity and attributed to owners of the parent.

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

(i) the aggregate of the fair value of the consideration received and the fair value of any retained interest in the former subsidiary; and

(ii) the previous carrying amount of the assets (including goodwill), and liabilities of the former subsidiary and any non-controlling interests

Amounts previously recognised in other comprehensive income in relation to the former subsidiary are accounted for (i.e. reclassified to profit or loss or transferred directly to retained profits) in the same manner as would be required if the relevant assets or liabilities were disposed of. The fair value of any investments retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under FRS139/FRS 127.




(b) Basis of Consolidation (Cont’d)

Business combinations from 1 April 2011 onwardsAcquisitions of businesses are accounted for using the acquisition method. Under the acquisition method, the consideration transferred for acquisition of a subsidiary is the fair value of the assets transferred, liabilities incurred and the equity interests issued by the Group at the acquisition date. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs, other than the costs to issue debt or equity securities, are recognised in profit or loss when incurred.

In a business combination achieved in stages, previously held equity interests in the acquiree are remeasured to fair value at the acquisition date and any corresponding gain or loss is recognised in profit or loss.

Non-controlling interests in the acquiree may be initially measured either at fair value or at the non-controlling interests’ proportionate share of the fair value of the acquiree’s identifiable net assets at the date of acquisition. The choice of measurement basis is made on a transaction-by-transaction basis.

Business combinations before 1 April 2011 All subsidiaries are consolidated using the purchase method. At the date of acquisition, the fair values of the subsidiaries’ net

assets are determined and these values are reflected in the consolidated financial statements. The cost of acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree, plus any costs directly attributable to the business combination.

Non-controlling interests are initially measured at their share of the fair values of the identifiable assets and liabilities of the acquiree as at the date of acquisition.

(c) Goodwill

Goodwill is measured at cost less accumulated impairment losses, if any. The carrying value of goodwill is reviewed for impairment annually. The impairment value of goodwill is recognised immediately in profit or loss. An impairment loss recognised for goodwill is not reversed in a subsequent period.

Business combinations from 1 April 2011 onwards Under the acquisition method, any excess of the sum of the fair value of the consideration transferred in the business combination,

the amount of non-controlling interests recognised and the fair value of the Group’s previously held equity interest in the acquiree (if any), over the net fair value of the acquiree’s identifiable assets and liabilities at the date of acquisition is recorded as goodwill.

Where the latter amount exceeds the former, after reassessment, the excess represents a bargain purchase gain and is recognised as a gain in profit or loss.

Business combinations before 1 April 2011 Under the purchase method, goodwill represents the excess of the fair value of the purchase consideration over the Group’s share

of the fair values of the identifiable assets, liabilities and contingent liabilities of the subsidiaries at the date of acquisition.

If, after reassessment, the Group’s interest in the fair values of the identifiable net assets of the subsidiaries exceeds the cost of the business combinations, the excess is recognised as income immediately in profit or loss.

(d) Functional and Foreign Currencies

(i) Functional and Presentation Currency

The individual financial statements of each entity in the Group are presented in the currency of the primary economic environment in which the entity operates, which is the functional currency.

The consolidated financial statements are presented in Ringgit Malaysia (“RM”), which is the Company’s functional and presentation currency.





(d) Functional and Foreign Currencies (Cont’d)

(ii) Transactions and Balances

Transactions in foreign currencies are converted into the respective functional currencies on initial recognition, using the exchange rates approximating those ruling at the transaction dates. Monetary assets and liabilities at the end of the reporting period are translated at the rates ruling as of that date. Non-monetary assets and liabilities are translated using exchange rates that existed when the values were determined. All exchange differences are recognised in profit or loss.

(iii) Foreign Operations

Assets and liabilities of foreign operations are translated to RM at the rates of exchange ruling at the end of the reporting period. Revenues and expenses of foreign operations are translated at exchange rates ruling at the dates of the transactions. All exchange differences arising from translation are taken directly to other comprehensive income and accumulated in equity under translation reserve. On disposal of a foreign operation, the cumulative amount recognised in other comprehensive income relating to that particular foreign operation is reclassified from equity to profit or loss.

Goodwill and fair value adjustments arising from the acquisition of foreign operations are treated as assets and liabilities of the foreign operations and are recorded in the functional currency of the foreign operations and translated at the closing rate at the end of the reporting period.

(e) Financial Instruments Financial instruments are recognised in the statements of financial position when the Group has become a party to the contractual provisions of the instruments.

Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. Interest, dividends, gains and losses relating to a financial instrument classified as a liability, are reported as an expense or income. Distributions to holders of financial instruments classified as equity are charged directly to equity.

Financial instruments are offset when the Group has a legally enforceable right to offset and intends to settle either on a net basis or to realise the asset and settle the liability simultaneously.

A financial instrument is recognised initially, at its fair value plus, in the case of a financial instrument not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial instrument.

Financial instruments recognised in the statements of financial position are disclosed in the individual policy statement associated with each item.

(i) Financial Assets

On initial recognition, financial assets are classified as either financial assets at fair value through profit or loss, loans and receivables financial assets, held-to-maturity investments, or available-for-sale financial assets, as appropriate.

■ Financial Assets at Fair Value Through Profit or Loss

Financial assets are classified as financial assets at fair value through profit or loss when the financial asset is either held for trading or is designated to eliminate or significantly reduce a measurement or recognition inconsistency that would otherwise arise. Derivatives are also classified as held for trading unless they are designated as hedges.

Financial assets at fair value through profit or loss are stated at fair value, with any gains or losses arising on remeasurement recognised in profit or loss. Dividend income from this category of financial assets is recognised in profit or loss when the Group’s right to receive payment is established.


(e) Financial Instruments (Cont’d) (i) Financial Assets (cont’d)

■ Held-to-Maturity Investments

Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the management has the positive intention and ability to hold to maturity. Held-to-maturity investments are measured at amortised cost using the effective interest method less any impairment loss, with revenue recognised on an effective yield basis.

■ Loans and Receivables Financial Assets

Trade receivables and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as loans and receivables financial assets. Loans and receivables financial assets are measured at amortised cost using the effective interest method, less any impairment loss. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.

■ Available-for-Sale Financial Assets

Available-for-sale financial assets are non-derivative financial assets that are designated in this category or are not classified in any of the other categories.

After initial recognition, available-for-sale financial assets are remeasured to their fair values at the end of each reporting period. Gains and losses arising from changes in fair value are recognised in other comprehensive income and accumulated in the fair value reserve, with the exception of impairment losses. On derecognition, the cumulative gain or loss previously accumulated in the fair value reserve is reclassified from equity into profit or loss.

Dividends on available-for-sale equity instruments are recognised in profit or loss when the Group’s right to receive payments is established. Investments in equity instruments whose fair value cannot be reliably measured are measured at cost less accumulated impairment losses, if any.

(ii) Financial Liabilities

All financial liabilities are recorded initially at fair value plus directly attributable transaction costs and subsequently measured at amortised cost using the effective interest method other than those categorised as fair value through profit or loss.

Fair value through profit or loss category comprises financial liabilities that are either held for trading or are designated to eliminate or significantly reduce a measurement or recognition inconsistency that would otherwise arise. Derivatives are also classified as held for trading unless they are designated as hedges.

(iii) Equity Instruments

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from proceeds.

Dividends on ordinary shares are recognised as liabilities when approved for appropriation.

(iv) Treasury Shares

When the Company’s own shares recognised as equity are bought back, the amount of the consideration paid, including all costs directly attributable, are recognised as a deduction from equity. Own shares purchased that are not subsequently cancelled are classified as treasury shares and are presented as a deduction from total equity.

Where such shares are subsequently sold or reissued, any consideration received, net of any direct costs, is included in equity.






(e) Financial Instruments (Cont’d) (v) Financial Guarantee Contracts

A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs because a specific debtor fails to make payment when due.

Financial guarantee contracts are recognised initially as liabilities at fair value, net of transaction costs. Subsequent to initial recognition, financial guarantee contracts are recognised as income in profit or loss over the period of the guarantee or, when there is no specific contractual period, recognised in profit or loss upon discharge of the guarantee. If the debtor fails to make payment relating to a financial guarantee contract when it is due and the 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 end of the reporting period and the amount initially recognised less cumulative amortisation.

(f) Investments in Subsidiaries

Investments in subsidiaries are stated at cost in the statement of financial position of the Company, and are reviewed for impairment at the end of the reporting period if events or changes in circumstances indicate that the carrying values may not be recoverable.

On the disposal of the investments in subsidiaries, the difference between the net disposal proceeds and the carrying amount of the investments is recognised in profit or loss.

(g) Investments in Associates

An associate is an entity in which the Group has a long-term equity interest and where it exercises significant influence over the financial and operating policies.

The investment in an associate is accounted for under the equity method, based on the financial statements of the associate made up to 31 March 2012. The Group’s share of the post acquisition profits of the associate is included in the consolidated statement of comprehensive income and the Group’s interest in the associate is carried in the consolidated statement of financial position at cost plus the Group’s share of the post-acquisition retained profits and reserves.

Unrealised gains on transactions between the Group and the associates are eliminated to the extent of the Group’s interest in the associates. Unrealised losses are eliminated unless cost cannot be recovered.

(h) Property, Plant and Equipment

Property, plant and equipment, other than freehold land, are stated at cost less accumulated depreciation and impairment losses, if any. Freehold land is stated at cost or revalued amount and is not depreciated.

Depreciation is calculated on the straight-line method to write off the cost over their estimated useful lives. Depreciation of an asset does not cease when the asset becomes idle or is retired from active use unless the asset is fully depreciated. The principal annual rates of depreciation and residual values are as follows:


Depreciation Rate Residual Value Freehold buildings 2% - 5% -Leasehold buildings 5% -Plant and machinery 10% - 25% 10% - 20%Factory equipment 10% - 25% 20%Motor vehicles 12.5% to 25% 1% - 20%Office equipment 10% - 33.33% -Store and store equipment 10% - 25% -Furniture and fittings 10% - 33.33% -Laboratory equipment 10% - 25% -Moulds 10% - 50% -


The depreciation method, useful life and residual values are reviewed, and adjusted if appropriate, at the end of each reporting period to ensure that the amount, method and periods of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benefits embodied in the items of the property, plant and equipment.

Capital work-in-progress represents progress payments made towards the acquisition of land and building and related capital assets which are not ready for commercial use at the end of the reporting date. Capital work-in-progress is stated at cost and will be transferred to the relevant category of long-term assets and depreciated accordingly when the assets are completed and ready for commercial use. Cost of capital work-in-progress includes direct costs and related expenditure.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when the cost is incurred and it is probable that the future economic benefits associated with the asset will flow to the Group and the cost of the asset can be measured reliably. The carrying amount of parts that are replaced is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred. Cost also comprises the initial estimate of dismantling and removing the asset and restoring the site on which it is located for which the Group is obligated to incur when the asset is acquired, if applicable.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising from derecognition of the asset is recognised in profit or loss.

(i) Investment Properties

Investment properties are properties held either to earn rental income or for capital appreciation or for both. Investment properties are stated at cost less accumulated depreciation and impairment losses, if any, consistent with the accounting policy for property, plant and equipment as stated in Note 4(h) to the financial statements.

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

On the derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount is recognised in profit or loss.

(j) Plantation Development Expenditure

Plantation development expenditure comprise cost of land and buildings held for plantation development activities, infrastructure cost such as roads and bridges attached on the plantation estate, cost of planting and development of oil palm and other plantation crops.

Plantation development expenditure, other than freehold land, is stated at cost less accumulated amortisation and impairment losses, if any. Freehold land is stated at cost and is not depreciated.

Cost of preparation of agriculture land, planting, replanting and upkeep of trees, together with a portion of indirect overheads including general and administrative expenses, are capitalised as immature plantations and transferred to mature plantations account when the trees have matured and meet the criteria for commercial production. Mature plantations are amortised over the estimated productive life of the trees which yield was determined by vegetative growth and management estimation.

Amortisation is calculated on the straight-line method to write off the cost over their estimated useful lives. Amortisation of an asset does not cease when the asset becomes idle or is retired from active use unless the asset is fully amortised. The principal annual rates of amortisation are:


(h) Property, Plant and Equipment (cont’d)

Mature plantations 20 years Leasehold land remaining lease term of 43 and 50 years Freehold buildings 5% Leasehold buildings 8 - 20 years Roads and bridges 10%





(j) Plantation Development Expenditure (Cont’d)

The amortisation method and useful life are reviewed, and adjusted if appropriate, at end of each reporting date 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 the plant and equipment.

An item of plantation development expenditure is derecognised upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising from derecognition of the asset is included in the profit or loss in the year the asset is derecognised.

(k) Impairment

(i) Impairment of Financial Assets

All financial assets (other than those categorised at fair value through profit or loss), are assessed at the end of each reporting period whether there is any objective evidence of impairment as a result of one or more events having an impact on the estimated future cash flows of the asset. For an equity instrument, a significant or prolonged decline in the fair value below its cost is considered to be objective evidence of impairment.

An impairment loss in respect of held-to-maturity investments and loans and receivables financial assets is recognised in profit or loss and is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

An impairment loss in respect of available-for-sale financial assets is recognised in profit or loss and is measured as the difference between its cost (net of any principal payment and amortisation) and its current fair value, less any impairment loss previously recognised in the fair value reserve. In addition, the cumulative loss recognised in other comprehensive income and accumulated in equity under fair value reserve, is reclassified from equity to profit or loss.

With the exception of available-for-sale equity instruments, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised. In respect of available-for-sale equity instruments, impairment losses previously recognised in profit or loss are not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss made is recognised in other comprehensive income.

(ii) Impairment of Non-Financial Assets

The carrying values of assets, other than those to which FRS 136 - Impairment of Assets does not apply, are reviewed at the end of each reporting period for impairment when there is an indication that the assets might be impaired. Impairment is measured by comparing the carrying values of the assets with their recoverable amounts. The recoverable amount of the assets is the higher of the assets’ fair value less costs to sell and their value-in-use, which is measured by reference to discounted future cash flow.

An impairment loss is recognised in profit or loss immediately unless the asset is carried at its revalued amount. Any impairment loss of a revalued asset is treated as a revaluation decrease to the extent of a previously recognised revaluation surplus for the same asset.

In respect of assets other than goodwill, and when there is a change in the estimates used to determine the recoverable amount, a subsequent increase in the recoverable amount of an asset is treated as a reversal of the previous impairment loss and is recognised to the extent of the carrying amount of the asset that would have been determined (net of amortisation and depreciation) had no impairment loss been recognised. The reversal is recognised in profit or loss immediately, unless the asset is carried at its revalued amount. A reversal of an impairment loss on a revalued asset is credited to other comprehensive income. However, to the extent that an impairment loss on the same revalued asset was previously recognised as an expense in the statements of comprehensive income, a reversal of that impairment loss is recognised as income in the statements of comprehensive income.




(l) Assets under Hire Purchase

Assets acquired under hire purchase are capitalised in the financial statements and are depreciated in accordance with the policy set out in Note 4(h) above. Each hire purchase payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. Finance charges are recognised in profit or loss over the period of the respective hire purchase agreements.

(m) Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined on the first-in-first out basis and comprises the purchase price and incidentals incurred in bringing the inventories to their present location and condition. Net realisable value represents the estimated selling price less the estimated costs necessary to make the sale.

Where necessary, due allowance is made for all damaged, obsolete and slow-moving items.

(n) Income Taxes

Income tax for the year comprises current and deferred tax.

Current tax is the expected amount of income taxes payable in respect of the taxable profit for the year and is measured using the tax rates that have been enacted or substantively enacted at the end of the reporting period.

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

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

Deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. The carrying amounts of deferred tax assets are reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient future taxable profits will be available to allow all or part of the deferred tax assets to be utilised.

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

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred income taxes relate to the same taxation authority.

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

(o) Cash and Cash Equivalents

Cash and cash equivalents comprise cash in hand, bank balances, demand deposits, deposits pledged with financial institutions, bank overdrafts and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value.

(p) Provisions

Provisions are recognised when the Group has a present obligation as a result of past events, when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and when a reliable estimate of the amount can be made. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. Where the effect of the time value of money is material, the provision is the present value of the estimated expenditure required to settle the obligation.






(q) Employee Benefits

(i) Short-term Benefits

Wages, salaries, paid annual leave and sick leave, bonuses and non-monetary benefits are recognised in profit or loss in the period in which the associated services are rendered by employees of the Group.

(ii) Defined Contribution Plans

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

(iii) Share-based Payment Transactions

At grant date, the fair value of options granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period in which the employees become unconditionally entitled to the options. The amount recognised as an expense is adjusted to reflect the actual number of share options that are expected to vest.

(iv) Defined Benefits Scheme

Certain subsidiaries of the Group operate an unfunded defined benefits scheme in respect of their employees in accordance with the Indonesian Labor Law No. 13/2003 dated 25 March 2003.

The Group’s obligations under the scheme are estimated based on an independent actuarial calculation using the Projected Unit Credit Method. The obligation for employee service entitlements is calculated based on the present value of estimated future benefits that the employees have earned in return for their services in the current and prior periods. The Group’s obligations under the scheme will be reviewed on a regular basis.

Current service cost is recognised as an expense for the current period.

Actuarial gains and losses are recognised as income or expense over the expected average remaining working lives of the participating employees when the net cumulative unrecognised actuarial gains and losses for the plan at the end of the previous reporting year exceed 10% of the defined benefit obligation at that date. These gains or losses are recognised on a straight-line basis over the expected average remaining working lives of the employees.

Past service costs are recognised immediately to the extent that the benefits are already vested, or otherwise are amortised over the estimated average remaining service years of employees until the employee benefits become vested.

The amount recognised at the end of the reporting date represents the present value of the defined benefit obligations adjusted for unrecognised actuarial gains and losses and unrecognised past service cost.

(r) Related Parties

A party is related to an entity if:-

(i) directly, or indirectly through one or more intermediaries, the party:- ■ controls, is controlled by, or is under common control with, the entity (this includes parents, subsidiaries and

fellow subsidiaries); ■ has an interest in the entity that gives it significant influence over the entity; or ■ has joint control over the entity;

(ii) the party is an associate of the entity;(iii) the party is a joint venture in which the entity is a venturer;(iv) the party is a member of the key management personnel of the entity or its parent;(v) the party is a close member of the family of any individual referred to in (i) or (iv);(vi) the party is an entity that is controlled, jointly controlled or significantly influenced by, or for which significant voting

power in such entity resides with, directly or indirectly, any individual referred to in (iv) or (v); or(vii) the party is a post-employment benefit plan for the benefit of employees of the entity, or of any entity that is a related party

of the entity.

Close members of the family of an individual are those family members who may be expected to influence, or be influenced by, that individual in their dealings with the entity.


(s) Contingent Liabilities

A contingent liability is a possible obligation that arises from past events and whose existence will only be confirmed by the occurrence of one or more uncertain future events not wholly within the control of the Group. It can also be a present obligation arising from past events that is not recognised because it is not probable that an outflow of economic resources will be required or the amount of obligation cannot be measured reliably.

A contingent liability is not recognised but is disclosed in the notes to the financial statements. When a change in the probability of an outflow occurs so that the outflow is probable, it will then be recognised as a provision.

(t) Revenue Recognition

(i) Sale of Goods Revenue is recognised upon delivery of goods and customers’ acceptance and where applicable, net of returns and trade discounts. (ii) Services Revenue is recognised upon the rendering of services and when the outcome of the transaction can be estimated reliably.

In the event the outcome of the transaction could not be estimated reliably, revenue is recognised to the extent of the expenses incurred that are recoverable.

(iii) Interest Income Interest income is recognised on an accrual basis.

(iv) Dividend Income Dividend income from investment is recognised when the right to receive dividend payment is established.

(v) Rental Income Rental income is recognised on an accrual basis.

(u) Operating Segments

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. An operating segment’s operating results are reviewed regularly by the chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.

(v) Borrowing Costs

Borrowing costs, directly attributable to the acquisition and construction of property, plant and equipment are capitalised as part of the cost of those assets, until such time as the assets are ready for their intended use or sale. Capitalisation of borrowing costs is suspended during extended periods in which active development is interrupted.

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


re incurred.





5. INVESTMENTS IN SUBSIDIARIES

THE COMPANY 2012 2011 RM’000 RM’000

Unquoted shares, at cost

At 1 April 2011/1 January 2010 137,398 136,504Addition during the financial year 1,899 -Share options granted under ESOS to the employees of subsidiaries (Note 22(c)) 577 894 At 31 March 2012/2011 139,874 137,398 Accumulated impairment losses:- At 1 April 2011/1 January 2010 (4,824) (4,824)Addition during the financial year (1,433) -Reversal during the financial year 1,097 - (5,160) (4,824)

At 31 March 2012/2011 134,714 132,574

EFFECTIVE COUNTRY OF EQUITY INTEREST COMPANY INCORPORATION 2012 2011 PRINCIPAL ACTIVITIES Delloyd Industries (M) Sdn Bhd Malaysia 100% 100% Manufacturing and trading of

automotive parts and accessories. Magnavision (M) Sdn Bhd Malaysia 100% (a) 100% (a) Servicing and repairing motor

vehicles. Delloyd Industries (Thailand) Co. Ltd. * Thailand 100% (a) 100% (a) Manufacturing and trading of

automotive parts and accessories. GMI Mould Industries Sdn Bhd Malaysia 100% (a) 100% (a) Fabrication of moulds.

PT Delloyd * Republic of 100% (a) 100% (a) Manufacturing and trading of Indonesia automotive parts and accessories. Delloyd Electronics (M) Sdn Bhd Malaysia 100% 100% Manufacturing and trading of electronic automotive parts and accessories. Delloyd Auto Parts Mfg Sdn Bhd Malaysia 100% 100% Manufacturing and trading of automotive parts and accessories. Delloyd Auto Parts (M) Sdn Bhd Malaysia 100% 100% Wholesale of automotive parts and accessories. Delloyd (Malaysia) Sdn Bhd Malaysia 100% 100% Exporting of automotive parts and

accessories. Delloyd Management Services (M) Sdn Bhd Malaysia 100% 100% Investment holding and provision of management services.

The details of the subsidiaries are as follows:-


5. INVESTMENTS IN SUBSIDIARIES (CONT’D)

(a) Held by Delloyd Industries (M) Sdn Bhd(b) Held by Delloyd Infocomm Sdn Bhd(c) Held by Delloyd Plantation Sdn Bhd(d) Held by Atoz Motor Marketing Sdn Bhd(e) Held by Delloyd Corporation Sdn Bhd

* - These subsidiaries were audited by other firms of chartered accountants.

EFFECTIVE COUNTRY OF EQUITY INTEREST COMPANY INCORPORATION 2012 2011 PRINCIPAL ACTIVITIES

Delloyd R & D (M) Sdn Bhd Malaysia 100% 100% Providing research and development services. Delloyd Infocomm Sdn Bhd Malaysia 100% 100% Investment holding. Premier Asian Auto Publications (M) Sdn Bhd Malaysia 97.52% (b) 96% (b) Magazine publisher. Delloyd Plantation Sdn Bhd Malaysia 90% 90% Cultivation of oil palm. PT Rebinmas Jaya * Republic of 54% (c) 54% (c) Cultivation of oil palm and milling Indonesia of fresh fruit bunches

ATOZ Motor Marketing Sdn Bhd Malaysia 100% 100% Distribution of motor vehicles. ATOZ Motor Services Sdn Bhd Malaysia 100% (d) 100% (d) Distribution of motor vehicles. ATOZ Motor Concept Sdn Bhd Malaysia 100% (d) 100% (d) Distribution of motor vehicles. ATOZ Motor Workshop Sdn Bhd Malaysia 100% (d) 100% (d) Servicing and repairing motor vehicles. Vantage Speed Sdn Bhd Malaysia 100% (d) 100% (d) Distribution of motor vehicles. Delloyd Corporation Sdn Bhd Malaysia 100% 100% Investment holding. PT Asian Auto International * Republic of 51% (e) 51% (e) Manufacturing and assembly of Indonesia completely built-up (CBU) bus and bus chassis.

The details of the subsidiaries are as follows:-





6. INVESTMENT IN ASSOCIATES

The details of the associates are as follows:-

THE GROUP 2012 2011 RM’000 RM’000 Unquoted shares at cost 15,102 11,725Share of post acquisition profits 16,350 18,699 31,452 30,424

EFFECTIVE COUNTRY OF EQUITY INTEREST COMPANY INCORPORATION 2012 2011 PRINCIPAL ACTIVITIES

Ichikoh (M) Sdn Bhd Malaysia 30% (a) 30% (a) Manufacturing of lamps, mirrors and other automotive parts. Autoparts Networks Malaysia 21% (b) 21% (b) Trading and manufacturing of Alliances Sdn Bhd interior automotive parts and precision and component parts.

Intelli-Telematics Asia Sdn Bhd Malaysia 40% (c) 40% (c) General trading and dealing in electronic components and security systems.

Brose Delloyd Automotive Thailand 40% (d) 40% (d) Manufacturing of windows Company Limited regulators for automotive parts.

Thai Delloyd Company Limited Thailand 45% (e) 45% (e) Dormant. PT JFD Indonesia Indonesia 21% (f) - Trading and manufacturing of automotive parts.


6. INVESTMENT IN ASSOCIATES (CONT’D)

(a) Held by Delloyd Electronics (M) Sdn Bhd. The results of Ichikoh (M) Sdn Bhd are equity accounted based on the unaudited financial results for the year ended 31 March 2012.

(b) Held by Delloyd Industries (M) Sdn Bhd. The results of Autoparts Networks Alliances Sdn Bhd are equity accounted based on the unaudited results for the financial year ended 31 December 2011. However, the unaudited results for the 3-month period ended 31 March 2012 are not equity accounted as the amount is not material.

(c) Held by Delloyd Infocomm Sdn Bhd. The results of Intelli-Telematics Asia Sdn Bhd are equity accounted based on the audited financial results for the financial year ended 31 December 2011 and the unaudited results for the 3-month period ended 31 March 2012.

(d) Held by Delloyd Electronics (M) Sdn Bhd. The results of Brose Delloyd Automotive Co., Ltd. are equity accounted based on the

audited financial results for the financial year ended 31 December 2011 and the unaudited results for the 3-month period ended 31 March 2012.

(e) Held by Delloyd Auto Parts (M) Sdn Bhd. The results of Thai Delloyd Company Limited are not equity accounted as the amount involved is not material.

(f) Held by Delloyd Electronics (M) Sdn Bhd. The results of PT JFD are equity accounted based on the audited financial results for the financial period ended 31 March 2012.

THE GROUP 2012 2011 RM’000 RM’000 Assets and liabilities Total assets 121,097 106,841Total liabilities 17,408 7,824

THE GROUP 01.04.2011 01.01.2010 to to 31.03.2012 31.03.2011 RM’000 RM’000

Results Revenue 113,230 122,478Profit after taxation 1,935 15,679

The summarised audited and unaudited financial information of the associates is as follows:-




FOR THE FINANCIAL YEAR ENDED 31 MARCH 2012 7.

PR

OPER

TY, P

LANT

AND

EQU

IPM

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AT

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RM’0

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RM’0

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RM’0

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NET

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Free

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land

18

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4,

500

- -

- -

(9)

23,3

31Fr

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23

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7,

504

- -

- (7

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(21)

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492

- -

- -

(428

) (2

15)

4,84

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14

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- -

- (8

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(570

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(5,0

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4,48

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(2)

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4,99

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977

1,91

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(1,6

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(86)

6,

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Offic

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(2)

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(14)

1,

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6 1,

116

- -

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Furn

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946

288

- (8

) -

(229

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) 99

1La

bora

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257

- -

- -

(65)

(2

) 19

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209

7,22

5 (4

85)

- -

(4,7

06)

7 10

,250

12

2,58

1 37

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(5

56)

(10)

-

(15,

365)

(1

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) 14

2,09

4


7.

PROP

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1.01

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01.

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ADDI

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RM’0

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RM’0

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RM’0

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RM’0

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RM’0

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RM’0

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RM’0

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RM’0

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RM’0

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RM’0

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NET

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Fr

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18,8

87

- 18

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- -

- -

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18,8

40Fr

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23

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-

23,6

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276

- -

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(693

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23,1

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land

- 7,

826

7,82

6 2,

740

(4,1

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- (3

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492

Leas

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2,81

3 -

2,81

3 4,

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8,83

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(718

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58)

14,5

61Pl

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achi

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18

,326

-

18,3

26

6,73

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- 20

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(3

24)

(5,1

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(231

) 39

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Fact

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equi

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816

- 4,

816

904

(64)

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(1,1

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(34)

4,

484

Mot

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2,77

1 -

2,77

1 4,

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(109

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- -

(1,4

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(32)

5,

977

Offic

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950

- 95

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5 (3

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(12)

1,

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139

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7. PROPERTY, PLANT AND EQUIPMENT (CONT’D)

AT IMPAIRMENT ACCUMULATED NET BOOK COST LOSSES DEPRECIATION VALUETHE GROUP RM’000 RM’000 RM’000 RM’000 At 31.03.2012 Freehold land 23,331 - - 23,331Freehold buildings 35,902 - (6,004) 29,898Leasehold land 5,952 - (1,103) 4,849Leasehold buildings 18,032 - (1,718) 16,314Plant and machinery 66,923 (796) (23,343) 42,784Factory equipment 14,940 (73) (9,871) 4,996Motor vehicles 13,158 - (7,109) 6,049Office equipment 7,279 - (5,940) 1,339Store and store equipment 1,501 - (398) 1,103Furniture and fittings 3,153 - (2,162) 991Laboratory equipment 1,525 - (1,335) 190Moulds 47,877 - (37,627) 10,250 239,573 (869) (96,610) 142,094

AT IMPAIRMENT ACCUMULATED NET BOOK COST LOSSES DEPRECIATION VALUE RM’000 RM’000 RM’000 RM’000 At 31.03.2011

Freehold land 18,840 - - 18,840Freehold buildings 28,420 - (5,295) 23,125Leasehold land 6,194 - (702) 5,492Leasehold buildings 15,468 - (907) 14,561Plant and machinery 58,810 (802) (18,484) 39,524Factory equipment 13,475 (71) (8,920) 4,484Motor vehicles 11,698 - (5,721) 5,977Office equipment 7,088 - (6,038) 1,050Store and store equipment 387 - (271) 116Furniture and fittings 2,922 - (1,976) 946Laboratory equipment 1,528 - (1,271) 257Moulds 41,226 - (33,017) 8,209 206,056 (873) (82,602) 122,581


7. PROPERTY, PLANT AND EQUIPMENT (CONT’D)

The following property, plant and equipment have been pledged to the licensed banks as security for banking facilities granted to the Group.

THE GROUP 2012 2011 RM’000 RM’000 At Net Book Value Freehold buildings 1,543 1,568Leasehold buildings 7,982 8,396Plant and machinery 18,285 18,541 27,810 28,505





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8. PLANTATION DEVELOPMENT EXPENDITURE (CONT’D)

9. INVESTMENT PROPERTIES

Included in the plantation development expenditure of the Group at the end of the reporting period are certain freehold and leasehold land which were pledged as security for term loans granted to the Group.

The details of the investment properties are as follows:-

No independent valuations by professional valuers have been carried out to determine the fair values of these properties. The Directors estimate the fair values of the investment properties to be approximately RM4,200,000 (31.03.2011 - RM3,200,000) based on past selling prices of similar properties at adjacent locations of the Group’s investment properties.

The rental income and direct operating expenses arising from the investment properties that generate income are RM168,000 and RM11,098 (31.03.2011 - RM140,000 and RM14,878) respectively.

ACCUMULATED NET BOOK AT COST AMORTISATION VALUETHE GROUP RM’000 RM’000 RM’000 At 31.03.2012

Freehold land and matured plantation 123,285 (15,339) 107,946Leasehold land 25,749 (3,361) 22,388Freehold buildings 1,451 (956) 495Leasehold buildings 3,397 (657) 2,740Roads and bridges 8,837 (2,640) 6,197Immature plantation 36,924 - 36,924

199,643 (22,953) 176,690 At 31.03.2011

Freehold land and matured plantation 114,182 (13,463) 100,719Leasehold land 26,796 (2,888) 23,908Freehold buildings 1,451 (883) 568Leasehold buildings 2,769 (524) 2,245Roads and bridges 6,231 (1,984) 4,247Immature plantation 40,850 - 40,850

192,279 (19,742) 172,537

THE GROUP 2012 2011 RM’000 RM’000

At Cost: - Freehold land 454 454- Freehold buildings 1,659 1,659 2,113 2,113Accumulated Depreciation (350) (317) Net Book Value 1,763 1,796


10. OTHER INVESTMENTS

11. GOODWILL ON CONSOLIDATION

(a) The Group designated its investments in quoted shares and corporate membership in golf clubs as available-for-sale financial assets and measured at fair value.

(b) Investments in unquoted shares of the Group, designated as available-for-sale financial assets, are stated at cost as their fair values cannot be reliably measured using valuation techniques due to the lack of marketability of the shares.

THE GROUP 2012 2011 RM’000 RM’000 Quoted shares outside Malaysia 562 747Unquoted shares in Malaysia - 1,569Corporate membership in golf clubs 285 265Other investment outside Malaysia 2,306 - 3,153 2,581

Represented by:- At cost 2,306 1,569At fair value 847 1,012

3,153 2,581

Market value of quoted shares 562 747

THE GROUP 2012 2011

RM’000 RM’000 At 01.04.2011/01.01.2010 10,452 12,941Accumulated impairment losses - (249)Arising from translation differences (408) (2,240) At 31 March 2012/2011 10,044 10,452

(a) The carrying amount of goodwill allocated to each cash-generating unit is as follows:-

THE GROUP 2012 2011

RM’000 RM’000 Plantation segment 10,044 10,452





(b) The Group has assessed the recoverable amount of goodwill allocated and determined that no additional impairment is required. The recoverable amounts of the cash-generating units are determined using the value-in-use approach, and this is derived from the present value of the future cash flows from the operating segments computed based on the projections of financial budgets approved by management covering a period of 5 years. The key assumptions used in the determination of the recoverable amounts are as follows:-

At the end of the reporting period, the Group has unutilised tax losses and unabsorbed capital allowances that are available for offset against future taxable profits of the subsidiaries in which the losses arose. No deferred tax assets are recognised in respect of these items as it is not probable that taxable profits of the subsidiaries will be available against which the deductible temporary differences can be utilised. Details of the unutilised tax losses and unabsorbed capital allowances are as follows:-

THE GROUP 2012 2011 RM’000 RM’000 At 1 April 2011/1 January 2010 5,398 5,754Recognised in profit or loss (Note 37):- for the financial year/period 723 (330)- Underprovision in the previous financial period/year 212 74Translation differences (90) (100) At 31 March 2012/2011 6,243 5,398

The components of the deferred tax assets are as follows:- Provisions and others 3,865 3,283Writedown of inventories 1,019 1,106Accelerated depreciation over capital allowances 478 644Unabsorbed capital allowances 694 276Unutilised tax losses 187 89 6,243 5,398

THE GROUP 2012 2011 RM’000 RM’000 Unabsorbed capital allowances 100 447Unutilised tax losses 968 1,746 1,068 2,193

GROSS MARGIN GROWTH RATE DISCOUNT RATE 2013 2012 2013 2012 2013 2012 Plantation segment 49.1% 57.3% 29.0% 23.4% 8.0% 8.0%

11. GOODWILL ON CONSOLIDATION (CONT’D)

12. DEFERRED TAX ASSETS


13. INVENTORIES

AT NET REALISABLE AT COST VALUE TOTALTHE GROUP RM’000 RM’000 RM’000 At 31.03.2012 Raw materials 20,054 1,368 21,422Work-in-progress 1,456 - 1,456Finished goods 24,621 4,169 28,790Goods-in-transit 1,730 - 1,730Agriculture produce 895 - 895 48,756 5,537 54,293

At 31.03.2011 Raw materials 4,483 13,930 18,413Work-in-progress 1,296 - 1,296Finished goods 8,927 8,673 17,600Goods-in-transit 2,195 - 2,195Agriculture produce 2,618 - 2,618 19,519 22,603 42,122

14. TRADE RECEIVABLES

The Group’s normal trade credit terms range from 30 to 120 days. Other credit terms are assessed and approved on a case-by-case basis.

THE GROUP 2012 2011 RM’000 RM’000 Trade receivables 81,550 69,170Allowance for impairment losses (2,129) (403) 79,421 68,767 Allowance of impairment losses:- At 1 April 2011/1 January 2010 (403) (220)Addition during the financial year/period (1,795) (183)Translation differences 69 - At 31 March 2012/2011 (2,129) (403)





15. OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS

16. AMOUNTS OWING BY SUBSIDIARIES

THE COMPANY 2012 2011 RM’000 RM’000

Amount owing by subsidiaries - Quasi loans - 31,865- Non-trade balances 36,033 14,877 Amount owing to subsidiaries - Non-trade balances (7) (35,033)

36,026 11,709 Represented by:- At cost 36,026 11,709

Included in other receivables, deposits and prepayments of the Group is an amount of approximately RM7,871,000 (31.03.2011 - RM5,252,000) being deposits for the purchase of property, plant and equipment.

THE GROUP THE COMPANY 2012 2011 2012 2011 RM’000 RM’000 RM’000 RM’000 Other receivables 7,185 12,486 - -Allowance for impairment losses (110) - - -

7,075 12,486 - -

Deposits 9,791 5,391 2 2Prepayments 1,474 1,237 - -

18,340 19,114 2 2

Allowance for impairment losses:-

At 1 April 2011/1 January 2010 - - - -Addition during the financial year/period (110) - - -

At 31 March 2012/2011 (110) - - -

(a) Quasi loans represent advances and payments made on behalf of which the settlement is neither planned nor likely to occur in the foreseeable future. These amounts are, in substance, a part of the Company’s net investment in the subsidiaries. The quasi loans are stated at cost less accumulated impairment losses, if any.

(b) The non-trade balances represent unsecured, interest-free and interest-bearing advances and payments made on behalf. The amounts owing are repayable on demand and are to be settled in cash.


17. SHORT-TERM INVESTMENTS

18. DEPOSITS WITH FINANCIAL INSTITUTIONS

The short-term investments are designated as financial assets at fair value through profit or loss investments, measured at fair value.

(a) The deposits with financial institutions of the Group at the end of the reporting period bore effective interest rates ranging from 0.60% to 3.15% (31.03.2011 - 0.50% to 8.30%) per annum. The deposits have maturity periods ranging from 1 to 365 days (31.03.2011 - 1 to 365 days).

(b) Included in deposits with licensed banks of the Group at the end of the reporting period was an amount of RM101,213 (31.03.2011

- RM23,568) which has been pledged to a licensed bank as security for a bank guarantee granted to the Group.

THE GROUP THE COMPANY 2012 2011 2012 2011 RM’000 RM’000 RM’000 RM’000 Equity fund unit trusts in Malaysia 19,481 26,379 4,164 841

Represented by:-At fair value 19,481 26,379 4,164 841

19. SHARE CAPITAL

The movements in the authorised and paid-up share capital of the Company are as follows:-

During the financial year, the Company increased its issued and paid-up share capital from RM96,964,250 to RM100,004,250 by the issuance of 3,040,000 new ordinary shares of RM1.00 each to eligible employees of the Group pursuant to options exercised under the Employee Share Option Scheme (“ESOS”) at an issue price of RM2.82 per share for cash. The premium arising from the exercise of ESOS of RM5,532,800 has been credited to the share premium account.

THE GROUP/THE COMPANY 2012 2011 2012 2011 NUMBER OF SHARES RM’000 RM’000 ‘000 ‘000

AUTHORISED Ordinary shares of RM1 each 500,000 500,000 500,000 500,000 ISSUED AND FULLY PAID-UP Ordinary shares of RM1 each: - at 1 April 2011/1 January 2010 96,964 88,863 96,964 88,863- shares issued pursuant to exercise of options under ESOS 3,040 8,101 3,040 8,101

At 31 March 2012/2011 100,004 96,964 100,004 96,964





20. SHARE PREMIUM

The movements in the share premium of the Group and the Company are as follows:-

The share premium is not distributable by way of dividends and may be utilised in the manner set out in Section 60(3) of the Companies Act 1965.

THE GROUP / THE COMPANY 2012 2011 RM’000 RM’000 At 1 April 2011/1 January 2010 14,055 694New shares issued under the employee share option scheme 5,533 10,729Transfer from ESOS reserve for ESOS exercised 882 2,632

At 31 March 2012/2011 20,470 14,055

AVERAGE TOTAL SHARE NUMBER CONSIDERATIONDATE PRICE OF SHARES RM’000 Prior to Year 2007 1,000 2May 2007 1.845 134,700 251June 2007 1.850 1,000 2September 2007 1.615 655,800 1,057March 2009 1.470 38,000 57November 2009 2.085 18,000 38December 2009 2.465 195,200 480January 2010 2.682 130,700 350March 2010 3.015 536,700 1,618June 2010 2.821 137,600 388July 2010 2.770 60,700 168August 2010 2.922 135,400 396September 2010 3.000 86,700 260November 2010 3.137 127,500 400December 2010 3.227 94,500 305February 2011 3.500 132,600 464March 2011 3.446 439,500 1,515 Balance at 1 April 2011 2,925,600 7,751

June 2011 3.617 2,000 7September 2011 3.276 90,800 297November 2011 3.515 1,000 4

Total purchases during the financial year 93,800 308

Balance at 31 March 2012 3,019,400 8,059

21. TREASURY SHARES

The shareholders of the Company, by an ordinary resolution passed at the Fourteenth Annual General Meeting held on 27 May 2011, renewed their approval for the Company’s plan to purchase its own ordinary shares from the open market under the share buy-back program.

The details of the shares purchased and held as treasury shares are as follows:-

All shares purchased under the share buy-back program were financed by internally generated funds. The shares purchased were retained as treasury shares and are presented as a deduction from shareholders’ equity.


(a) Translation Differences Translation differences arose from the translation of the financial statements of foreign subsidiaries and are not distributable by

way of dividends.

(b) Fair Value Reserve The fair value reserve represents the cumulative fair value changes of available-for-sale financial assets until they are disposed of

or impaired.

22. OTHER RESERVES

THE GROUP THE COMPANY 2012 2011 2012 2011 RM’000 RM’000 RM’000 RM’000 Translation differences (6,500) (4,556) - -Fair value reserve 177 318 - -ESOS reserve [Note 22(c)] - 305 - 305 (6,323) (3,933) - 305

(c) ESOS Reserve

The ESOS reserve represents the estimated cumulative value of services received from employees which arose from the vesting of the equity-settled share options granted to the employees. The reserve is reduced by the transfer to other reserves upon expiry or exercise of the share options. Details are as follows:-

The fair values of the share options granted were estimated using the Black-Scholes-Merton Valuation Model, taking into account the terms and conditions upon which the options were granted. The fair values of the share options measured at grant date and the assumptions used are as follows:-

THE GROUP THE COMPANY 2012 2011 2012 2011 RM’000 RM’000 RM’000 RM’000

At 1 April 2011/1 January 2010 305 2,017 305 2,017 Share options granted under ESOS to the employees of the: - Company - 29 - 29- subsidiaries 577 894 577 894Transfer to share premium for ESOS exercised (882) (2,632) (882) (2,632)Transfer to retained profits for ESOS lapsed - (3) - (3) At 31 March 2012/2011 - 305 - 305

AT EXERCISE PRICE AT EXERCISE PRICE OF RM2.82 EACH OF RM2.25 EACH

Fair value of share options at the grant date (RM) 0.29 0.33 Weighted average share price (RM) 2.51 2.18Exercise price (RM) 2.82 2.25Expected volatility (%) 26.24% 19.98%Expected life (years) 2 6Risk free rate (%) 2.71% 3.46%Expected dividend yield (%) 19% 3%Dilutive ratio 1.00 0.97





22. OTHER RESERVES (CONT’D)

(c) ESOS Reserve (Cont’d)

The option prices and the details in the movement of the options granted are as follows:-

NUMBER OF OPTIONS OVER ORDINARY SHARES OF RM1 EACH AT AT DATE OF EXERCISE 1 APRIL 31 MARCHOFFER PRICE 2011 EXERCISED FORFEITED LAPSED 2012 26 January 2010 RM2.82 3,171,000 (3,040,000) (38,000) (93,000) -

23. RETAINED PROFITS

24. LONG-TERM BORROWINGS

The main features of the ESOS are as follows:-

(a) the maximum number of ordinary shares which may be allocated pursuant to the exercise of the option under the scheme shall not exceed 15% of the issued and paid-up share capital of the Company at any point in time during the duration of the scheme;

(b) the scheme shall be for a duration of six years and may be extended up to an aggregate duration of ten years from the effective date upon the recommendation of the ESOS Option Committee;

(c) eligible persons are confirmed employees who have been employed by the Group and persons who have been appointed directors of a company within the Group for at least six months;

(d) the Option Committee may at its discretion from time to time offer in writing to eligible persons to participate in the scheme;

(e) the maximum number of shares allocated in aggregate to eligible Directors and Senior Management shall not exceed 50% of the total number of shares available under the scheme;

(f) the exercise price for each share under the option shall be the higher of the weighted average market price of the shares for the five market days prior to the date of offer subject to a discount of not more than ten percent which the Option Committee may at its discretion give or the par value of the share; and

(g) the new shares to be allocated upon any exercise of options shall rank pari passu in all respects with the then existing issued and paid-up share capital of the Company.

The Company has elected for the single-tier tax system. Therefore, at the end of the reporting date, the Company will be able to distribute dividends out of its entire retained profits under the single-tier tax system.

THE GROUP THE COMPANY 2012 2011 2012 2011 RM’000 RM’000 RM’000 RM’000 Term loans (Note 25) 49,738 51,467 17,220 25,260


25. TERM LOANS

THE GROUP THE COMPANY 2012 2011 2012 2011 RM’000 RM’000 RM’000 RM’000 Current portion: - not later than one year (Note 31) 17,375 11,807 8,040 8,040 Non-current portion: - later than one year and not later than two years 17,375 14,444 8,040 8,040- later than two years and not later than five years 30,579 20,230 9,180 3,216- later than five years 1,784 16,793 - 14,004 Sub-total (Note 24) 49,738 51,467 17,220 25,260 67,113 63,274 25,260 33,300




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25. TERM LOANS (CONT’D)

^ - legal charge over certain freehold and leasehold land and buildings of the subsidiaries.

^^ - (i) legal charge over certain freehold and leasehold plantation land and buildings of certain subsidiaries;

(ii) corporate guarantee issued by the Company and certain directors of the Company; and

(iii) the subordination of advances from the Group and a shareholder of a subsidiary.

# - (i) legal charge over the freehold plantation land and buildings of a subsidiary; and

(ii) corporate guarantee issued by the Company.

## - corporate guarantee issued by the Company

26. OTHER PAYABLEThe other payable relates to the amount owing to a related party which is non-trade in nature, unsecured, bearing interest rate of 6% (31.03.2011 – 6%) per annum and not subject to fixed terms of repayment.

The components of the deferred tax liabilities are as follows:-

27. DEFERRED TAX LIABILITIES


At 1 April 2011/1 January 2010 14,373 14,287 - -Recognised in profit or loss (Note 37):- for the financial year/period 1,282 (402) 2,350 -- underprovision in the previous financial period/year 283 539 - -- differential in tax rates - (1,094) - -Translation differences (368) 1,043 - -

At 31 March 2012/2011 15,570 14,373 2,350 -


Accelerated capital allowances on qualifying costs:- property, plant and equipment 6,514 4,603 - -- dividend receivables - - 2,350 -- fair value adjustment on plantation development expenditure 8,167 8,867 - -- plantation development expenditure 882 903 - -- others 7 - - -

15,570 14,373 2,350 -





30. OTHER PAYABLES AND ACCRUALS

The deferred income relates to invoices billed in advance in respect of services to be rendered in the following financial years.

28. DEFERRED INCOME

The normal trade credit terms granted to the Group range from 30 to 90 days.

Included in the trade payables of the Group is an amount of approximately RM896,000 (31.03.2011 – RM702,000) owing to certain related parties.

Included in other payables and accruals of the Group is a provision for warranty claims of approximately RM3,422,000 (31.03.2011 - RM4,309,000). The amounts provided and paid in relation to the warranty claims are disclosed in Note 36 to the financial statements and the statements of cash flows of the Group respectively.

Included in the other payables and accruals of the Group is an amount of approximately RM5,902,000 (31.03.2011 - RM11,018,000) owing to related parties.

Included in other payables and accruals is a provision for employee benefits, as detailed below:

29. TRADE PAYABLES


Other payables 23,376 29,276 63 336Dividend payable - 4,703 - 4,703Accruals 6,312 7,845 220 106

29,688 41,824 283 5,145

THE GROUP 2012 2011 RM’000 RM’000 At 1 April 2011/1 January 2010 1,598 946Amount recognised in the Statements of Comprehensive Income: - Current period charge 795 711- Payment of employee retirement benefits (124) (58)

Sub-total (Note 36) 671 653Translation differences (62) (1)

At 31 March 2012/2011 2,207 1,598


The details of the provision for employee benefits are as follows:

The charges recognised in the statements of comprehensive income are as follows:-

THE GROUP 2012 2011 RM’000 RM’000 Present value of employee benefits obligation 3,899 2,176Unrecognised past service cost - unvested (174) (182)Unrecognised actuarial gain (1,518) (396) 2,207 1,598

30. OTHER PAYABLES AND ACCRUALS (CONT’D)

THE GROUP 2012 2011 RM’000 RM’000 Current service costs 724 517Interest costs 67 177Past service costs 2 18Actuarial gain/(loss) 2 (1) 795 711

As at the end of the reporting date, the Group accrued employee benefits expenses based on the actuarial valuation performed by PT Binaputera Jaga Hikmah, an independent actuary, adopting the Projected Unit Credit method, with the following principal actuarial assumptions:

THE GROUP 2012 2011 RM’000 RM’000 i) Mortality rate: - below age 25 0.00137 0.00137- between age 25 to 30 0.00137 0.00137- between age 30 to 35 0.00164 0.00164- between age 35 to 40 0.00227 0.00227- between age 40 to 45 0.00338 0.00338- between age 45 to 50 0.00609 0.00609- between age 50 to 55 0.00908 0.00908ii) Retirement age 55 55iii) Disability rate (per annum) 10% 5%iv) Discount rate (per annum) 6.8% 9.5%/9.7%v) Expected rate of salary increases (per annum) 5%/10% 8%/10%



32. DERIVATIVE LIABILITIES

CONTRACT/ NOTIONAL AMOUNT THE GROUP THE COMPANY 31.03.2012 2012 2011 2012 2011 RM’000 RM’000 RM’000 RM’000 RM’000

Forward foreign currency contracts 2,959 (a) 125 38 - -Interest rate swap 25,930 (b) 226 141 226 141 CPO futures 1,694 (c) 8 - - - (d) 359 179 226 141

31. SHORT-TERM BORROWINGS

THE GROUP THE COMPANY 2012 2011 2012 2011 RM’000 RM’000 RM’000 RM’000 Term loans (Note 25) 17,375 11,807 8,040 8,040Revolving credit and draft loans 10,010 2,177 - -

27,385 13,984 8,040 8,040

The revolving credit and draft loans of the Group bore effective interest rates ranging from 5% to 10.5% (31.03.2011 - 4.74% to 6.0%) per annum and are secured by a corporate guarantee issued by the Company.

The Group does not apply hedge accounting.

(a) Forward foreign currency contracts are used to hedge the Group’s purchases denominated in Japanese Yen (JP¥) for which firm commitments existed at the end of the reporting period. The settlement dates on forward foreign currency contracts range between one to three months after the end of the reporting period.

(b) The interest rate swap is used to hedge cash flow interest rate risk arising from a floating rate term loan amounting to RM25,930,000. This interest rate swap receives floating interest equal to the higher of 3% or 1 month MYR-KLIBOR, pays a fixed rate of interest of 3.9% and the same maturity terms as the term loan.

(c) The CPO future is used to hedge the Group’s CPO sales for which firm commitments existed at the end of the reporting period.

(d) During the financial year, the Group recognised a loss of approximately RM180,000 (31.03.2011 - RM179,000) arising from fair value changes of derivative liabilities. The fair value changes are attributable to the interest rate swap and changes in foreign exchange spot and forward rate. The method and assumptions applied in determining the fair value of derivatives are disclosed in Note 48(d) to the financial statements.

33. BANK OVERDRAFTThe bank overdraft of the Group bore an effective interest rate of 10.73% per annum at the end of the reporting period and is secured by a corporate guarantee of the Company.

34. NET ASSETS PER SHAREThe net assets per share is calculated based on the total equity attributable to owners of the Company of approximately RM398,807,000 (31.03.2011 - RM367,121,000) divided by the outstanding number of ordinary shares in issue, net of treasury shares, at the end of the reporting date of 96,984,850 shares (31.03.2011 - 94,038,650 shares).




35. REVENUE

THE GROUP THE COMPANY 01.04.2011 01.01.2010 01.04.2011 01.01.2010 to to to to 31.03.2012 31.03.2011 31.03.2012 31.03.2011 RM’000 RM’000 RM’000 RM’000 Automotive parts and accessories 316,515 368,684 - -Vehicles distribution 65,822 57,464 - -Fresh fruit bunches 15,177 29,623 - -Crude palm oils 54,618 45,348 - -Oil palm kernels and others 10,047 7,792 - -Dividend income - - 64,840 25,600Others 4,039 1,408 - -

466,218 510,319 64,840 25,600

36. PROFIT BEFORE TAXATION

THE GROUP THE COMPANY 01.04.2011 01.01.2010 01.04.2011 01.01.2010 to to to to 31.03.2012 31.03.2011 31.03.2012 31.03.2011 RM’000 RM’000 RM’000 RM’000 Profit before taxation is arrived at after charging/ (crediting):-

Allowance for impairment losses on trade receivables 1,905 183 - -Amortisation of plantation development expenditure 3,945 4,957 - -Auditors’ remuneration- current year 211 177 35 38- under/(over)provision in respect of the previous financial period 20 - (3) -Bad debts written off - 51 - -Depreciation of: - property, plant and equipment 15,365 14,040 - -- investment properties 33 41 - -Directors’ remuneration:- non-fee emoluments 3,163 3,755 - -- fees 409 504 294 368- performance incentives 812 1,308 - -- share options granted under ESOS - 113 - 29Rental of premises 1,348 1,318 - -Impairment losses on:- plant and equipment - 352 - -- investment in a subsidiary - - 1,433 -- other investments 8 - - -- goodwill - 249 - -Interest expense:- hire purchase - 24 - -- medium term notes - 3,110 - 3,110- term loans 2,801 2,758 1,379 1,326- overdraft 10 20 - -- revolving credit 317 466 - 213- trust receipts 27 492 - -- advances from a related party 567 2,560 - -- others 13 16 - -Gain on disposal of a subsidiary - (2,148) - -

-294 368

8 - -113 - 22222222229

1,348 1,318 - -

- 352 - -- - 1,433 --8 - - -- 249 - -

- 2422222222222222 - -- 3,3,3,3,3,3,3,33,3,3,3,3,3,33 1111 0 -- 3,110

2,801 2222,758 1,379 1,32610 20 - -

317 466 - 2131313327 492 - -

567 2,560 - -13 16 - ---

- (((((((((((222222,22222222222 148) - -



36. PROFIT BEFORE TAXATION (CONT’D)

THE GROUP THE COMPANY 01.04.2011 01.01.2010 01.04.2011 01.01.2010 to to to to 31.03.2012 31.03.2011 31.03.2012 31.03.2011 RM’000 RM’000 RM’000 RM’000 Loss/(Gain) on foreign exchange:- unrealised 5,086 754 - -- realised 383 (274) - -Amounts written off:- plant and equipment 10 1,096 - -- plantation development expenditure 115 120 - -Provision for warranty claims - 2,098 - -Rental of equipment 5 62 - -Royalty expenses 1,776 1,959 - -Staff costs:- salaries, wages, bonuses and allowances 49,612 56,627 5 -- defined contribution plan 3,397 3,982 - -- share options granted under ESOS 577 810 - -- defined benefits plan 671 653 - -Writedown in value of inventories 99 1,410 - -Dividend income from short-term and other investments (1,078) (833) (22) (53)Fair value loss on derivatives 180 179 85 141Interest income (817) (679) (905) (817)(Gain)/Loss on disposal of plant and equipment (153) 234 - -Rental income (773) (697) - -Writeback in value of inventories (1,104) (203) - -Bad debts recovered (8) (16) - -Reversal of impairment loss in a subsidiary - - (1,097) -Writeback of provision for warranty claims (102) - - -

37. INCOME TAX EXPENSE

THE GROUP THE COMPANY 01.04.2011 01.01.2010 01.04.2011 01.01.2010 To to to to 31.03.2012 31.03.2011 31.03.2012 31.03.2011 RM’000 RM’000 RM’000 RM‘000 Current tax:- Malaysian tax 7,145 12,766 13,861 6,415- Foreign tax 3,825 6,351 - - 10,970 19,117 13,861 6,415

- Overprovision in the previous financial period/year (881) (601) (773) (934)

10,089 18,516 13,088 5,481

Deferred tax (Note 12 and 27):- relating to originating and reversal of temporary differences 559 (72) 2,350 -- underprovision in the previous financial period/year 71 465 - -- differential in tax rates - (1,094) - -

10,719 17,815 15,438 5,481

Current tax:---------- MaMMMMMMMMMMMMMMMM laysian tax - Foreigigigigigigiigiggiggigigigigggnnnnnnnnnnnnnnnnnnn tattatatatatattattatttatattataax

- OvOvOvOvereee provision in the previiiiiiiiiouououououououououououououoououououus financial perio

Deferred tax (Note 12222 anaa d 27):- relating to originating ananana d reversal of tempmmmmmmmmmmmmmmmmm orary- underprovision in the prevevvious financial ppeeereeeeeeeeeeeeeee iod/y--- differential in tax rates




The tax charge of the Company for the financial year relates mainly to dividend income.

The statutory tax rate remained at 25%.

Certain overseas subsidiaries of the Group that fall under the Indonesian taxation laws are generally subject to the same tax rates of 25% (31.03.2011 - 25%) and any tax losses reported by those companies are allowed to be carried forward for a period of 5 years.

A reconciliation of income tax expense applicable to the profit before taxation at the statutory tax rate to income tax expense at the effective tax rate of the Group and the Company is as follows:-

THE GROUP THE COMPANY 01.04.2011 01.01.2010 01.04.2011 01.01.2010 to to to to 31.03.2012 31.03.2011 31.03.2012 31.03.2011 RM’000 RM’000 RM’000 RM’000

Profit before taxation 54,953 84,858 63,143 20,266

Tax at the statutory tax rate 13,760 21,136 15,786 5,067

Tax effects of:-Non-taxable gains (1,039) (788) (77) (218)Non-deductible expenses 485 3,058 502 1,566Deferred tax assets not recognised during the financial year/period 112 747 - -Utilisation of deferred tax assets previously not recognised (298) (3,073) - -Differential in tax rates - (1,094) - -Under/(over)provision in the previous financial period/year:- current tax (881) (601) (773) (934)- deferred tax 71 465 - -Utilisation of reinvestment allowances (790) (1,164) - -Double deduction (701) (871) - -

Income tax expense for the financial year/period 10,719 17,815 15,438 5,481

37. INCOME TAX EXPENSE (CONT’D)

38. EARNINGS PER SHARE

THE GROUP 01.04.2011 01.01.2010 to to 31.03.2012 31.03.2011 Profit attributable to owners of the Company (RM’000) 39,364 58,910

Weighted average number of ordinary shares:-Issued ordinary shares at 1 April 2011/1 January 2010, net of treasury shares 94,039 87,819Effects of treasury shares purchased during the financial year/period (55) (989)Effects of new ordinary shares issued during the financial year/period 1,998 3,849

95,982 90,679 Basic earnings per share (Sen) 41.0 65.0





At the forthcoming Annual General Meeting, a final single-tier dividend of 7.0 sen per ordinary share in respect of the current financial year will be proposed for shareholders’ approval. The financial statements for the current financial year do not reflect this proposed dividend. Such dividend, if approved by the shareholders, will be accounted for as a liability in the financial year ending 31 March 2013.

39. DIVIDENDS

THE COMPANY 01.04.2011 01.01.2010 to to 31.03.2012 31.03.2011 RM’000 RM’000

Final single-tier dividend of 6.0 sen per ordinary share in respect of the financial year ended 31 December 2009 - 5,456

In respect of the financial period ended 31 March 2011:- first interim single-tier dividend of 3.0 sen per ordinary share - 2,727- second interim single-tier dividend of 5.0 sen per ordinary share - 4,703

Interim single-tier dividend of 5.0 sen per ordinary share in respect of the financial year ended 31 March 2012 4,817 -

Final single-tier dividend of 10.0 sen per ordinary share in respect of financial period 31 March 2011 9,618 -

14,435 12,886

THE GROUP 01.04.2011 01.01.2010 to to 31.03.2012 31.03.2011 Profit attributable to owners of the Company for diluted earnings per share computation (RM’000) 39,364 58,910

Weighted average number of ordinary shares for basic earnings per share 95,982 90,679Effects of dilution:- employee share options in issue - 538 95,982 91,217

Diluted earnings per ordinary share (Sen) 41.0 64.6

* - anti-dilutive effect arises from the assumed conversion of the ESOS.

38. EARNINGS PER SHARE (CONT’D)


40. SUMMARY OF EFFECTS OF DISPOSAL OF A SUBSIDIARY

41. CASH AND CASH EQUIVALENTS

THE GROUP 01.04.2011 01.01.2010 to to 31.03.2012 31.03.2011 Non-current assets - 4,393Current assets - 661Current liabilities - (1,559)

Group’s share of net assets disposed - 3,495Gain on disposal - 2,148

Proceeds from disposal - 5,643Cash and cash equivalents of subsidiary disposed - (661)

Net cash inflow from disposal of subsidiary - 4,982

THE GROUP 01.04.2011 01.01.2010 to to 31.03.2012 31.03.2011 RM’000 RM’000 Revenue - -Loss after taxation - (172)

The effects of the disposal of the subsidiary on the financial results of the Group in the previous financial period were as follows:-

For the purpose of the statements of cash flows, cash and cash equivalents comprise the following:-

In the previous financial period, Delloyd Industries (M) Sdn Bhd, a wholly-owned subsidiary of the Company disposed of all its investment in Delloyd (Guangzhou) Auto Parts Pte Ltd comprising 1,000,000 ordinary shares of RMB1.00 each for a net sale consideration of RM5,642,815. Consequently, DGZ ceased to be a subsidiary of the Group.

Details of the net assets disposed of and the net cash flows from the disposal of the subsidiary were as follows:-

THE GROUP THE COMPANY 2012 2011 2012 2011 RM’000 RM’000 RM’000 RM’000 Deposits with financial institutions 4,113 23,568 - -Short-term investments 19,481 26,379 4,164 841Cash and bank balances 27,634 34,412 717 2,765Bank overdraft (269) - - - 50,959 84,359 4,881 3,606

prise the following:-

THE GROUP TTTTTTTTTTTTTTTTTTHEHEHEHHEHHEHHHHEHEHEHHEHHHH COMPANY2012 2011 22222222222222222012 2011

RM’000 RM’000 RRRM’000 RM’000000000 0

4,113 23,568 - -19,481 26,3797979799797997999979999797 4,16444 84127,634 34,44444444444444444412111111111111 77711717 2,765

(269) - --- -

50,959 84,359 4,881 3,606





42. DIRECTORS’ REMUNERATION

The aggregate amount of emoluments received and receivable by directors of the Group and of the Company during the financial year/period is as follows:-

The number of directors of the Company whose total remuneration during the financial year/period fell within the following bands is analysed below:

THE GROUP THE COMPANY 01.04.2011 01.01.2010 01.04.2011 01.01.2010 to to to to 31.03.2012 31.03.2011 31.03.2012 31.03.2011 RM’000 RM’000 RM’000 RM’000 Executive directors’ remuneration: - Salaries and other emoluments 1,648 1,930 - -- Defined contribution plan 498 579 - -- Fees 55 55 24 30- Bonus 1,017 1,246 - -- Performance incentives 812 1,308 - -- ESOS - 84 - - 4,030 5,202 24 30 Non-executive directors’ remuneration: - Fees 354 449 270 338- ESOS - 29 - 29 354 478 270 367

Total directors’ remuneration 4,384 5,680 294 397

Directors’ fee 409 504 294 368Directors’ non-fee emoluments 3,975 5,063 - -ESOS - 113 - 29

Total 4,384 5,680 294 397

NUMBER OF DIRECTORS 01.04.2011 01.01.2010 to to 31.03.2012 31.03.2011 Executive directors:RM 550,001 - RM 600,000 1 -RM 800,001 - RM 850,000 - 1RM 950,001 - RM 1,000,000 2 -RM 1,100,001 - RM 1,150,000 - 2RM 1,400,001 - RM 1,450,000 1 -RM 1,600,001 - RM 1,650,000 - 1

Non-executive directors:Below RM50,000 1 1RM 50,001 - RM 100,000 4 2RM 100,001 - RM 150,000 - 2

9 9


43. RELATED PARTY DISCLOSURES

(i) Identities of related parties

The Group has related party relationships with its directors, key management personnel and entities within the same group of companies.

(ii) In addition to the information detailed elsewhere in the financial statements, the Group and the Company carried out the following significant transactions with the related parties during the financial year/period:-

THE GROUP TRANSACTION VALUE/ BALANCES 01.04.2011 01.01.2010 to 31.03.2012 to 31.03.2011NAMES OF RELATED PARTIES NOTE RM’000 RM’000 Delloyd Holdings (M) Sdn Bhd (a) - rental of premises charged by 1,046 1,366- corporate expenses received from 4 5- insurance charged to 39 38- amount owing by 4 - Saga Capital Sdn Bhd (a) - sales of automotive parts to 1 30- amount owing to - 1 Master Approach Sdn Bhd (a) - insurance charged to 30 -- sales of automotive parts 2 -- vehicles maintenance service to 2 3- amount owing by 60 -

Lian Hwa Casting (M) Sdn Bhd (b) - purchase of die-casting parts from 4,086 5,050- corporate expenses received from 4 5- insurance charged to 3 -- amount owing to 829 347 Delloyd Technology Resources (M) Sdn Bhd (c) - purchases of automotive parts from 82 29- sub-contractor for supply of automotive parts to 1,163 819- rental received from 32 39- research and development fee received from 29 76- sale of mould and mould maintenance services to 87 8- insurance charged to 2 -- amount owing to 14 - Automont Gatsby Sdn Bhd (d) - purchases of automotive parts from 25 90- amount owing to 6 - Gatsby Enterprise (e) - sales of automotive parts and accessories to 307 482- amount owing by 73 - Taipan Hectares Sdn Bhd (f) - interest expense 1,051 795- deemed interest charge (484) 1,765- amount owing to 14,032 32,622





43. RELATED PARTY DISCLOSURES (CONT’D)

THE GROUP TRANSACTION VALUE/ BALANCES 01.04.2011 01.01.2010 to 31.03.2012 to 31.03.2011NAMES OF RELATED PARTIES NOTE RM’000 RM’000

Intelli-Telematics Asia Sdn Bhd (g) - subscription fees paid to 11 25- corporate expenses received from 6 75- purchases of GPS System from - 28- rental received from 12 -

Ichikoh (Malaysia) Sdn Bhd (g) - purchases of automotive parts from 174 4,634- amount owing to 47 354 Brose Delloyd Automotive Co., Ltd (g) - rental income 549 520

Hua Fung (M) Sdn Bhd (h)- insurance charged to 1 -

(a) A company in which Dato’ Sri Tee Boon Kee, Datin Sri Chung Geok Siew, Dato’ Tee Boon Keat and Chung Chee Sun, who are directors of the Company, have interests.

(b) A company in which Datin Sri Chung Geok Siew and Chung Chee Sun, who are directors of the Company, have interests.

(c) A company in which Dato’ Sri Tee Boon Kee, Dato’ Ir. Haji Noor Azmi Bin Jaafar, Datin Sri Chung Geok Siew and Chung Chee Sun, who are directors of the Company, have interests.

(d) Dato’ Sri Tee Boon Kee and Dato’ Tee Boon Keat, who are directors of the Company, are persons connected with this company.

(e) An enterprise in which a sibling member of Dato’ Sri Tee Boon Kee is a partner.

(f) A company in which Dato’ Sri Tee Boon Kee, Dato’ Ir. Haji Noor Azmi Bin Jaafar and Datin Sri Chung Geok Siew who are directors of the Company, have interests.

(g) Associates of the Group.

(h) A company in which Dato’ Tee Boon Keat who is a director of the Company, has an interest.

The key management personnel compensation is as follows:-

THE GROUP THE COMPANY 01.04.2011 01.01.2010 01.04.2011 01.01.2010 to 31.03.2012 to 31.03.2011 to 31.03.2012 to 31.03.2011 RM’000 RM’000 RM’000 RM’000 Short-term employee benefits 9,909 11,617 294 368Share options granted under ESOS 346 329 - 29 10,255 11,946 294 397


44. OPERATING SEGMENTS

Operating segments are prepared in a manner consistent with the internal reporting in order to allocate resources to segments and to assess their performance. For management purposes, the Group is organised into business units based on their products and services provided.

The Group is organised into the following business segments:-

The Group Executive Committee assesses the performance of the operating segments based on operating profit or loss which is measured differently from those disclosed in the consolidated financial statements.

The Group income taxes and finance costs are managed on a group basis and are not allocated to operating segments.

Assets, liabilities and expenses which are common and cannot be meaningfully allocated to the operating segments are presented under unallocated items.

Transfer prices between operating segments are at arm’s length basis in a manner similar to transactions with third parties.

BUSINESS SEGMENTS

(i) Automotive segment - involved in the manufacturing, trading and wholesale of automotive parts and accessories.

(ii) Plantation segment - involved in the cultivation of palm oil activity and milling of fresh fruit bunches.

(iii) Vehicle distribution segment - distribution of motor vehicles.

(iv) Other segment - investment holding, magazine publisher, fabrication of mould, rendering of management, research and development services.

VEHICLES AUTOMOTIVE DISTRIBUTION PLANTATION OTHERS THE GROUP RM’000 RM’000 RM’000 RM’000 RM’000

At 31.03.2012 Revenue External revenue 316,515 65,822 79,842 4,039 466,218Inter-segment revenue 60,766 1,653 - 71,550 133,969

377,281 67,475 79,842 75,589 600,187

Adjustments and eliminations (133,969) Consolidated revenue 466,218 Results Segment results 43,316 568 38,719 (2,339) 80,264 Interest income 430 43 200 144 817Other material items of income 2,930 10 289 28 3,257Depreciation of property, plant and equipment (11,306) (184) (3,642) (233) (15,365)Amortisation of plantation development expenditure - - (3,945) - (3,945)Other material items of expenses (1,827) (52) (3,998) (3) (5,880) 33,543 385 27,623 (2,403) 59,148 Finance costs (4,490)Share of profits in associates, net of tax 295Income tax expense (10,719)

Consolidated profit after taxation 44,234





44. OPERATING SEGMENTS (CONT’D)

BUSINESS SEGMENTS (CONT’D)


At 31.03.2012 Assets Segment assets 264,967 14,109 247,928 10,022 537,026 Investment in associates 31,452Tax refundable 10,068Deferred tax assets 6,243 Consolidated total assets 584,789 LiabilitiesSegment liabilities 52,658 1,929 64,655 28,210 147,452 Deferred tax liabilities 15,570Provision for taxation 238 Consolidated total liabilities 163,260 Other segment itemsAdditions to non-current assets other than financial instruments:- - investment in associates 3,377 - - - 3,377 - property, plant and equipment 34,525 95 2,776 2 37,398 - plantation development expenditure - - 11,993 - 11,993 37,902 95 14,769 2 52,768



At 31.03.2011 Revenue External revenue 368,684 57,464 82,763 1,408 510,319Inter-segment revenue 73,597 659 - 40,336 114,592

442,281 58,123 82,763 41,744 624,911

Adjustments and eliminations (114,592) Consolidated revenue 510,319 Results Segment results 59,581 1,008 44,398 813 105,800Disposal group - - - (172) (172) 59,581 1,008 44,398 641 105,628 Interest income 563 4 142 (30) 679Other material items of income 3,552 12 538 53 4,155Depreciation of property, plant and equipment (9,716) (238) (3,696) (390) (14,040)Amortisation of plantation development expenditure - - (4,957) - (4,957)Other material items of expenses (1,887) (52) (1,147) (174) (3,260) 52,093 734 35,278 100 88,205 Finance costs (9,776)Share of profits in associates, net of tax 6,429Income tax expense (17,815) Consolidated profit after taxation 67,043



(9,776)))))))))))))

666666666666,444444444444429222 (17,815) 67,7,7,7,0404040 333







At 31.03.2011 Assets Segment assets 244,801 14,744 254,598 15,220 529,363Disposal group - - - (5,054) (5,054) 244,801 14,744 254,598 10,166 524,309

Investment in associates 30,424Tax refundable 2,963Deferred tax assets 5,398 Consolidated total assets 563,094 Liabilities Segment liabilities 48,512 1,974 69,090 37,556 157,132Disposal group - - - (1,559) (1,559)

48,512 1,974 69,090 35,997 155,573

Deferred tax liabilities 14,373Provision for taxation 7,067 Consolidated total liabilities 177,013 Other segment items Additions to non-current assets other than financial instruments:- - investment in associates 3,683 - - 200 3,883 - property, plant and equipment 19,867 328 10,826 59 31,080 - plantation development expenditure - - 15,029 - 15,029 23,550 328 25,855 259 49,992





(a) Other material items of income consist of the following:-

(b) Other material/non-cash items of expenses consist of the following:-

THE GROUP 01.04.2011 01.01.2010 to 31.03.2012 to 31.03.2011 RM’000 RM’000 Dividend income from short-term and other investments 1,078 833Gain on disposal of a subsidiary - 2,148Writeback in value of inventories 1,104 203Rental income 773 697Realised gain on foreign exchange 302 274

3,257 4,155

THE GROUP 01.04.2011 01.01.2010 to 31.03.2012 to 31.03.2011 RM’000 RM’000 Plant and equipment written off 10 1,096Loss on foreign exchange:- unrealised 5,086 754- realised 685 -Writedown in value of inventories 99 1,410 5,880 3,260






GEOGRAPHICAL INFORMATION

REVENUE NON-CURRENT ASSETS 01.04.2011 01.01.2010 to 31.03.2012 to 31.03.2011 31.03.2012 31.03.2011 RM’000 RM’000 RM’000 RM’000 Malaysia 330,975 361,332 210,539 178,804Indonesia 131,701 145,098 153,438 159,131Others 3,542 3,889 7,462 7,834 466,218 510,319 371,439 345,769

The following are major customers with revenue equal to or more than 10% of Group revenue:-

REVENUE SEGMENT 01.04.2011 01.01.2010 to 31.03.2012 to 31.03.2011 RM’000 RM’000 Customer A and its related group of companies 91,180 125,621 AutomotiveCustomer B and its related group of companies 59,522 68,581 AutomotiveCustomer C and its related group of companies 46,387 43,160 Automotive 197,089 237,362 Customer D 56,709 37,016 Plantation 253,798 274,378

MAJOR CUSTOMERS

45. COMMITMENTS

THE GROUP 2012 2011 RM’000 RM’000 Contracted but not provided for in the financial statements: - Purchase of property, plant & equipment 5,769 20,427- Purchase of foreign currencies 2,959 1,283 8,728 21,710


The principal foreign exchange rates used (expressed on the basis of one unit of foreign currency to RM equivalent) for the translation of the foreign currency balances at the end of the reporting period were as follows:-

46. CONTINGENT LIABILITY

47. FOREIGN EXCHANGE RATES

THE COMPANY 2012 2011 RM’000 RM’000 Corporate guarantees given to licensed banks for banking facilities granted to subsidiaries 87,955 64,839

2012 2011 RM RM Euro 4.0887 4.2511Indonesian Rupiah 0.0003338 0.0003474Japanese Yen 0.03698 0.03718Thai Baht 0.0993 0.1000United States Dollar 3.0648 3.0355

48. FINANCIAL INSTRUMENTS

The Group’s activities are exposed to a variety of market risks (including foreign currency risk, interest rate risk and equity price risk), credit risk and liquidity risk. The Group’s overall financial risk management policy focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance.

(a) Financial Risk Management Policies

The Group’s policies in respect of the major areas of treasury activity are as follows:-

(i) Market Risk

(i) Foreign Currency Risk The Group is exposed to foreign currency risk on transactions and balances that are denominated in currencies

other than Ringgit Malaysia. The currencies giving rise to this risk are primarily United States Dollar and Japanese Yen. Foreign currency risk is monitored closely on an ongoing basis to ensure that the net exposure is at an acceptable level. On occasions, the Group enters into forward foreign currency contracts to hedge against its foreign currency risks.

The Group’s exposure to foreign currency compared to the applicable functional currency is as follows:-

UNITED RINGGIT THAI STATES JAPANESE MALAYSIA BAHT DOLLAR EURO YEN TOTALTHE GROUP RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 At 31.03.2012 Financial assets Other investments - - 2,344 - - 2,344Trade receivables - - 1,691 13 - 1,704Other receivables and deposits 1,277 - 67 162 - 1,506Short-term investments 275 - - - - 275Fixed deposits with licensed banks - - 1,839 - - 1,839Cash and bank balances 70 1 1,861 69 973 2,974 1,622 1 7,802 244 973 10,642



UNITED RINGGIT THAI STATES JAPANESE MALAYSIA BAHT DOLLAR EURO YEN TOTALTHE GROUP RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 Financial liabilities Term loans - - 40,741 - - 40,741Trade payables - 148 12,293 - 1,512 13,953Other payables and accruals 16,306 - 87 155 - 16,548Short term borrowings - - 4,456 1,359 - 5,815 16,306 148 57,577 1,514 1,512 77,057

48. FINANCIAL INSTRUMENTS (CONT’D)(a) Financial Risk Management Policies (cont’d)

(i) Market Risk (cont’d)

(i) Foreign Currency Risk (cont’d)

UNITED RINGGIT THAI STATES JAPANESE MALAYSIA BAHT DOLLAR EURO YEN TOTALTHE GROUP RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 At At 31.03.2012 Net financial liabilities (14,684) (147) (49,775) (1,270) (539) (66,415)Less: Net financial assets denominated in the respective entities’ functional currencies 14,684 147 - - - 14,831Less: Forward foreign currency contracts (contracted notional principal) - - - - 2,959 2,959 - - (49,775) (1,270) 2,420 (48,625)




48. FINANCIAL INSTRUMENTS (CONT’D)(a) Financial Risk Management Policies (cont’d)



UNITED RINGGIT THAI STATES JAPANESE MALAYSIA BAHT DOLLAR EURO YEN TOTALTHE GROUP RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 31.03.2011 Financial assets Other investments - - 1,578 - - 1,578Trade receivables - - 3,908 87 - 3,995Other receivables and deposits 703 723 45 654 57 2,182Short-term investments 5 - - - - 5Fixed deposits with licensed banks - - 304 - - 304Cash and bank balances 365 3 3,485 102 1,372 5,327 1,073 726 9,320 843 1,429 13,391

Financial liabilities Term loans - - 28,877 - - 28,877Trade payables - 117 1,525 85 877 2,604Other payables and accruals 20,564 - 828 9 - 21,401Short term borrowings - - 1,791 389 - 2,180 20,564 117 33,021 483 877 55,062

Net financial assets/(liabilities) (19,491) 609 (23,701) 360 552 (41,671)Less: Net financial assets denominated in the respective entities’ functional currencies 19,491 - - - - 19,491Less: Forward foreign currency contracts (contracted notional principal) - - - - (1,264) (1,264)

- 609 (23,701) 360 (712) (23,444)



48. FINANCIAL INSTRUMENTS (CONT’D)

(a) Financial Risk Management Policies (cont’d)



Foreign currency risk sensitivity analysis

The following table details the sensitivity analysis to a reasonably possible change in the foreign currencies as at the end of the reporting year/period, with all other variables held constant:-

(ii) Interest Rate Risk

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

Information relating to the Group’s exposure to the interest rate risk of the financial liabilities is disclosed in Note 48(a)(iii) to the financial statements.

It is the Group’s policy to enter into interest rate swaps to achieve an appropriate mix of fixed and floating interest rate exposure. Information of the interest rate swaps entered by the Group is disclosed in Note 32 to the financial statements.

Interest rate risk sensitivity analysis

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

THE GROUP 31.03.2012 31.03.2011 Increase/(Decrease) Increase/(Decrease) RM’000 RM’000

Effects on profit after taxation and equity

Thai Baht:-- strengthened by 10% - 46- weakened by 10% - (46) United States Dollar:-- strengthened by 10% (3,733) (1,778)- weakened by 10% 3,733 1,778 EURO:- - strengthened by 10% (95) 27- weakened by 10% 95 (27) Japanese Yen:- - strengthened by 10% (181) (53)- weakened by 10% 181 53

THE GROUP THE COMPANY 31.03.2012 31.03.2011 31.03.2012 31.03.2011 Increase/ Increase/ Increase/ Increase/ (Decrease) (Decrease) (Decrease) (Decrease) RM’000 RM’000 RM’000 RM’000

Effects on profit after taxation Increase of 50 basis points (bp) (2,892) (2,454) (947) (1,249)Decrease of 50 bp 2,892 2,454 947 1,249 Effects on equity Increase of 50 bp (2,892) (2,454) (947) (1,249)Decrease of 50 bp 2,892 2,454 947 1,249






(ii) Credit Risk

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

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

Credit risk concentration profile

The Group’s major concentration of credit risk relates to the amounts owing by 3 customers which constituted approximately 57% of its trade receivables as at the end of the reporting period.

Exposure to credit risk

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

The exposure of credit risk for trade receivables (including amount owing by related parties) by geographical region is as follows:-

Ageing analysis

The ageing analysis of the Group’s trade receivables as at 31 March 2012 is as follows:-

THE GROUP 31.03.2012 31.03.2011 RM’000 RM’000 Malaysia 67,042 56,529Indonesia 11,360 11,690Thailand 1,019 548 79,421 68,767

GROSS INDIVIDUAL COLLECTIVE CARRYING AMOUNT IMPAIRMENT IMPAIRMENT VALUETHE GROUP RM’000 RM’000 RM’000 RM’000 31 March 2012 Not past due 70,702 - - 70,702 Past due:- - less than 2 months 6,381 - - 6,381- 2 to 4 months 836 - - 836- over 4 months 3,631 (2,029) (100) 1,502 81,550 (2,029) (100) 79,421




At the end of the reporting period, trade receivables that are individually impaired were those in significant financial difficulties and have defaulted on payments. These receivables are not secured by any collateral or credit enhancement.

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

Trade receivables that are past due but not impaired

The Group believes that no impairment allowance is necessary in respect of these trade receivables. They are either secured by collateral of customer asset or due from companies with good collection track record and no recent history of default.

Trade receivables that are neither past due nor impaired

A significant portion of trade receivables that are neither past due nor impaired are regular customers that have been transacting with the Group. The Group uses ageing analyses to monitor the credit quality of the trade receivables. Any receivables having significant balances past due or more than 120 days, which are deemed to have higher credit risk, are monitored individually.

(iii) Liquidity Risk

Liquidity risk arises mainly from general funding and business activities. The Group practises prudent risk management by maintaining sufficient cash balances and the availability of funding through certain committed credit facilities.

The following table sets out the maturity profile of the financial liabilities as at the end of the reporting period based on contractual undiscounted cash flows (including interest payments computed using contractual rates or, if floating, based on the rates at the end of the reporting period):-

GROSS INDIVIDUAL COLLECTIVE CARRYING AMOUNT IMPAIRMENT IMPAIRMENT VALUETHE GROUP RM’000 RM’000 RM’000 RM’000 31 March 2011 Not past due 62,910 - - 62,910 Past due:- - less than 2 months 3,302 - - 3,302- 2 to 4 months 122 - - 122- over 4 months 2,836 (303) (100) 2,433 69,170 (303) (100) 68,767


(ii) Credit Risk (cont’d)

Ageing analysis (cont’d)






(iii) Liquidity Risk (cont’d)

WEIGHTED AVERAGE CONTRACTUAL OVER EFFECTIVE CARRYING UNDISCOUNTED WITHIN 1 – 5 5 RATE AMOUNT CASH FLOWS 1 YEAR YEARS YEARSTHE GROUP % RM’000 RM’000 RM’000 RM’000 RM’000 At 31.03.2011 Term loans 3.94 63,274 63,648 11,875 34,806 16,967Trade payables - 26,217 26,217 26,217 - -Other payables and accruals - 63,428 67,325 40,326 26,759 240Revolving credit and draft loans 4.97 2,177 2,177 2,177 - -Derivative liabilities Forward foreign Currency contracts - Outflow - 38 1,321 1,321 - - - Inflow - - (1,283) (1,283) - -Interest rate swap - Outflow - 141 34,111 34,111 - - - Inflow - - (33,970) (33,970) - -

155,275 159,546 80,774 61,565 17,207

WEIGHTED AVERAGE CONTRACTUAL OVER EFFECTIVE CARRYING UNDISCOUNTED WITHIN 1 – 5 5 RATE AMOUNT CASH FLOWS 1 YEAR YEARS YEARSTHE GROUP % RM’000 RM’000 RM’000 RM’000 RM’000 At 31.03.2012 Term loans 4.07 67,113 67,113 17,376 49,170 567Trade payables - 31,606 31,606 31,606 - -Other payables and accruals - 37,818 37,946 29,485 8,461 -Revolving credit and draft loans 7.31 10,010 10,010 10,010 - -Bank overdaft 10.73 269 269 269 - -Derivative liabilities

Forward foreign Currency contracts - Outflow - 125 3,084 3,084 - - - Inflow - - (2,959) (2,959) - -Interest rate swap - Outflow - 226 26,156 26,156 - - - Inflow - - (25,930) (25,930) - -CPO futures - Outflow - 8 1,702 1,702 - - - Inflow - - (1,694) (1,694) - -

147,175 147,303 89,105 57,631 567



WEIGHTED AVERAGE CONTRACTUAL OVER EFFECTIVE CARRYING UNDISCOUNTED WITHIN 1 – 5 5 RATE AMOUNT CASH FLOWS 1 YEAR YEARS YEARSTHE COMPANY % RM’000 RM’000 RM’000 RM’000 RM’000 At 31.03.2012 Term loans 4.70 25,260 25,260 8,040 17,220 -Other payables and accruals - 283 283 283 - -Derivative liabilities Interest rate swap - Outflow - 226 26,156 26,156 - - - Inflow - - (25,930) (25,930) - -

25,769 25,769 8,549 17,220 -

WEIGHTED AVERAGE CONTRACTUAL OVER EFFECTIVE CARRYING UNDISCOUNTED WITHIN 1 – 5 5 RATE AMOUNT CASH FLOWS 1 YEAR YEARS YEARSTHE COMPANY % RM’000 RM’000 RM’000 RM’000 RM’000 At 31.03.2011 Term loans 4.40 33,300 33,300 8,040 11,256 14,004Other payables and accruals - 5,145 5,145 5,145 - -Derivative liabilities Interest rate swap - Outflow - 141 34,111 34,111 - - - Inflow - - (33,970) (33,970) - -

38,586 38,586 13,326 11,256 14,004



(iii) Liquidity Risk (cont’d)





(b) Capital Risk Management

The Group manages its capital to ensure that entities within the Group will be able to maintain an optimal capital structure so as to support their businesses and maximise shareholders’ value. To achieve this objective, the Group may make adjustments to the capital structure in view of changes in economic conditions, such as adjusting the amount of dividend payment, returning of capital to shareholders or issuing new shares.

The Group manages its capital based on debt-to-equity ratio. The Group’s strategies were unchanged from the previous financial year. The debt-to-equity ratio is calculated as net debt divided by total equity. Net debt is calculated as borrowings plus trade and other payables less cash and cash equivalents. Total capital is calculated as equity plus net debt.

The debt-to-equity ratio of the Group as at the end of the reporting year/period was as follows:-

Under the requirement of Bursa Malaysia Practice Note No. 17/2005, the Company is required to maintain a consolidated shareholders’ equity (total equity attributable to owners of the Company) equal to or not less than the 25% of the issued and paid-up share capital (excluding treasury shares) and such shareholders’ equity is not less than approximately RM99.7 million. The Company has complied with this requirement.

The Group is also required to maintain a maximum debt-to-equity ratio of 1.0 to comply with a bank covenant, failing which, the bank may call an event of default. The Group has complied with this requirement.

THE GROUP 2012 2011 RM’000 RM’000 Term loans 67,113 63,274Revolving credit and draft loans 10,010 2,177Trade payables 31,606 26,217Other payables and accruals 37,818 63,428Bank overdraft 269 - 146,816 155,096

Less:- deposits with financial institutions (4,113) (23,568)- short-term investments (19,481) (26,379)- cash and bank balances (27,634) (34,412)

Net debt 95,588 70,737

Total equity 421,529 386,081

Debt-to-equity ratio 0.23 0.18




(c) Classification Of Financial Instruments


Financial assets Available-for-sale financial assets Other investments, at fair value 847 1,012 - -Other investments, at cost 2,306 1,569 - -

3,153 2,581 - -

Loans and receivables financial assets Trade receivables 79,421 68,767 - -Other receivables and deposits 16,866 17,877 2 2Dividend receivable - - 7,050 5,325Amount owing by subsidiaries - - 36,026 11,709Deposits with financial institutions 4,113 23,568 - -Cash and bank balances 27,634 34,412 717 2,765

128,034 144,624 43,795 19,801

Fair value through profit and lossShort-term investments, at fair value 19,481 26,379 4,164 841

Financial liabilities

Other financial liabilitiesTerm loans 67,113 63,274 25,260 33,300Trade payables 31,606 26,217 - -Other payables and accruals 37,818 63,428 283 5,145Revolving credit and draft loans 10,010 2,177 - -Bank overdraft 269 - - -

146,816 155,096 25,543 38,445

Fair value through profit and lossDerivative liabilities 359 179 226 141




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

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

(ii) The fair values of quoted investments and the investments in club membership are estimated based on their quoted market prices as at the end of the reporting period.

(iii) The fair value of non-derivative financial liabilities, which is determined for disclosure purposes, is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the end of the reporting period.

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

(v) The fair value of forward foreign currency contracts is estimated by discounting the difference between the contractual forward price and the current forward price for the residual maturity of the contract using a risk-free interest rate.

(vi) The fair value of interest rate swap is based on broker quotes. Those quotes are tested for reasonableness by discounting estimated future cash flows based on the terms and maturity of each contract and using market interests for a similar instrument at the measurement date.


(d) Fair Values Of Financial Instruments

The carrying amounts of the financial assets and financial liabilities reported in the financial statements approximated their fair values except for the following:-

(e) Fair Value Hierarchy

The fair values of the financial assets and liabilities are analysed into level 1 to 3 as follows:-

Level 1 : Fair value measurements derived from quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 : Fair value measurements derived from inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly

Level 3 : Fair value measurements derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

* - The fair value cannot be reliably measured using valuation techniques due to the lack of marketability of the shares.

2012 2011 CARRYING AMOUNT FAIR VALUE CARRYING AMOUNT FAIR VALUE RM’000 RM’000 RM’000 RM’000

THE GROUP Other investments- Unquoted shares 2,306 * 1,569 *Term loans under interest rate swap 25,260 25,034 33,300 33,159




(e) Fair Value Hierarchy (Cont’d)

As at 31 March 2012, the Group’s financial instruments carried at fair values are analysed as below:-

LEVEL 1 LEVEL 2 LEVEL 3 TOTAL RM’000 RM’000 RM’000 RM’000

THE GROUP 2012 Financial assetsOther investments:- corporate membership in golf club - 285 - 285- quoted shares outside Malaysia 562 - - 562Short-term investments:- equity fund unit trusts in Malaysia - 19,481 - 19,481 562 19,766 - 20,328


Derivative liabilities:- forward foreign currency contracts - 125 - 125- interest rate swap - 226 - 226- CPO futures - 8 - 8

- 359 - 359

LEVEL 1 LEVEL 2 LEVEL 3 TOTAL RM’000 RM’000 RM’000 RM’000

THE COMPANY 2012 Financial assetsShort-term investments:- equity fund unit trusts in Malaysia - 4,164 - 4,164 - 4,164 - 4,164


Derivative liabilities:- interest rate swap - 226 - 226

- 226 - 226

Transfer between level 1 and level 2

There were no transfers between level 1 and level 2 fair value measurements during the current financial year.




49. SIGNIFICANT EVENT OCCURRING AFTER THE REPORTING PERIOD

50. COMPARATIVE FIGURES

51. SUPPLEMENTARY INFORMATION - DISCLOSURE OF REALISED AND UNREALISED PROFITS / LOSSES

At the end of the reporting period, the Company’s wholly-owned subsidiary, Delloyd Industries (M) Sdn. Bhd. (“DISB”) held 100% of the equity interest in PT Delloyd (“PTD”) consisting of 1,000 ordinary shares of Rp5,024,500 per share.

On 27 June 2012, the Company announced that DISB had entered into an agreement on the same day for the proposed disposal of 51% of the equity interest in PTD to Murakami Corporation, Japan for a cash consideration of USD1,885,525.70.

In the previous financial period, the financial year end of the Company and all its subsidiaries were changed from 31 December to 31 March. Consequently, the financial statements of the previous financial period were for a period of 15 months from 1 January 2010 to 31 March 2011.

The breakdown of the retained profits of the Group and of the Company as at the end of the reporting period into realised and unrealised profits/(losses) are presented in accordance with the directive issued by Bursa Malaysia Securities Berhad and prepared in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants, as follows:-


Total retained profits- realised 272,830 244,249 46,368 13,013- unrealised 890 4,838 (85) -

273,720 249,087 46,283 13,013

Total share of retained profits of associates:- realised 19,123 18,699 - -- unrealised (128) - - -

18,995 18,699 - -

Less: Consolidation adjustments - - - -

At 31 March 2012/2011 292,715 267,786 46,283 13,013



115ANALYSIS OF SHAREHOLDINGS

AS AT 29 JUNE 2012

SHARE CAPITAL

DISTRIBUTION OF SHAREHOLDINGS

DIRECTORS’ SHAREHOLDINGS

SUBSTANTIAL SHAREHOLDER

* The issued and paid up capital is as per Record of Depositors as at 29 June 2012 and is exclusive of 3,039,800 treasury shares bought back.

Size of Shareholdings

As per the Register of Directors’ Shareholdings

Authorised - 500,000,000 Ordinary Shares Issued and Paid-up Capital - 96,964,450 Ordinary Shares * Class of Share - Ordinary Shares of RM1.00 Each No. of Shareholders - 2,508 Voting Rights - One Vote Per Ordinary Share

Range No. of Shareholders % No. of Shares % 1 - 99 196 7.81 9,076 0.01100 - 1,000 275 10.96 185,673 0.191,001 - 10,000 1,688 67.31 4,922,701 5.0810,001 - 100,000 273 10.89 8,454,291 8.72100,001 - 1,000,000 65 2.59 20,117,840 20.75OVER 1,000,000 11 0.44 63,274,869 65.25TOTAL 2,508 100.00 96,964,450 100.00

Indirect Name Direct No. of shares % No. of shares % 1 Chung Chee Sun 9,640,060 9.94 240,345 0.252 Dato’ Sri Tee Boon Kee 2,855,005 2.94 36,628,823 37.783 Dato’ Ir Haji Noor Azmi Bin Jaafar 2,162,927 2.23 4,498,945 4.644 Dato’ Tee Boon Keat 1,703,516 1.76 33,167,770 34.215 Datin Sri Chung Geok Siew 653,750 0.67 38,830,078 40.056 Dato’ Dr M Shanmughalingam 415,000 0.43 - -7 Gen Tan Sri (Dr) Mohamed Hashim 412,500 0.43 - - Bin Mohd Ali (Rtd) 8 Dato’ Mohamed Nizam Bin Abdul Razak 412,500 0.43 - -9 Eow Kwan Hoong 100,000 0.10 - -

Name of Shareholder No. of Shares %

Chung & Tee Ventures Sdn Bhd 33,076,879 34.11Chung Chee Sun 9,640,060 9.94


No Name of Shareholders No. of Shares %

1 Chung & Tee Ventures Sdn Bhd 33,076,879 34.112 Chung Chee Sun 9,640,060 9.943 Aneka Nostalgia Sdn Bhd 4,363,965 4.504 Flora Grand Sdn Bhd 4,197,236 4.335 Tee Boon Kee 2,855,005 2.946 CIMSEC Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Kam Kar Cheong 2,296,100 2.377 Noor Azmi Bin Jaafar 2,162,927 2.238 HSBC Nominees (Asing) Sdn Bhd Exempt Account for Credit Suisse ( SG BR-TST-ASING ) 1,923,100 1.989 Welloyd Engineering (M) Sdn Bhd 1,914,844 1.97 10 Tee Boon Keat 1,703,516 1.7611 Tan Ah Kee 1,104,700 1.1412 Ipjomas Sdn Bhd 1,023,848 1.0613 Leon Tee Wee Leng 983,350 1.0114 Unique Stallion Sdn Bhd 931,896 0.9615 Po Kong Yee 872,000 0.9016 Lim Boon Kheng 716,700 0.7417 Tang Kwang Siow 707,000 0.7318 Chung Geok Siew 653,750 0.6719 Tye Hua Sdn Bhd 594,500 0.6120 Thean Wui Han 543,600 0.56 21 CIMSEC Nominees (Tempatan) Sdn Bhd CIMB Bank for Seow Soon Ming 454,000 0.4722 RHB Nominees (Tempatan) Sdn Bhd RHB Investment Management Sdn Bhd for Yoong Kah Yin 420,000 0.4323 Cimsec Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Shanmughalingam A/L Murugasu 415,000 0.4324 Mohamed Hashim Bin Mohd Ali (Gen Rtd Tan Sri) 412,500 0.43 25 Public Invest Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Mohamed Nizam Bin Abdul Razak 412,500 0.4326 Sj Sec Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Khor Ching Lee 376,100 0.39 27 HLG Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Mohd Nadzmi Bin Mohd Salleh 351,250 0.3628 Goh Beng Choo 348,900 0.3629 Chan Yoke Hoong 345,000 0.36 30 Peng Lee Lee 304,600 0.31

TOTAL 76,104,826 78.49

LIST OF TOP 30 SHAREHOLDERS

116ANALYSIS OF SHAREHOLDINGSAS AT 29 JUNE 2012


117PROPERTIES OWNED BY THE GROUP

AS AT 31 MARCH 2012

NET BOOK AGE OF DATE OF VALUE BUILDING LAST DATE OFLOCATION TENURE SIZE DESCRIPTION RM’000 (YEARS) REVALUATION ACQUISITION

MALAYSIA Lot 48938 & PT2187 Freehold 4.05 ha 2 plots of industrial 15,113 11 - 1999District Of Klang land / office, factory Selangor Darul Ehsan and warehouse Lot 48939 & 48940 Freehold 2.03 ha 2 plots of industrial 11,171 19 1994 1991District Of Klang land / office, factory Selangor Darul Ehsan and warehouse H.S(D) 29394 & 29393 Freehold 1,522 sq.m 2 units 2 1/2 storey 1,386 9 - 2003Mukim Damansara terrace showroom Selangor Darul Ehsan factory with land Lot No 15 Freehold 2.03 ha 1 plot of industrial 7,804 7 - 2003Mukim Ulu Bernam Timur land / office, Perak Darul Ridzuan factory and warehouse H.S(D) 27238 PT553 Freehold 148.64 sq.m 1 unit of 4-storey 377 23 1994 1989Seksyen 21 shophouse District Of Klang Selangor Darul Ehsan Lot 17283 Freehold 1.13 ha 1 plot of industrial 2,250 - - 2011Mukim Hulu Bernam Timur landDaerah Batang PadangPerak Darul Ridzuan

Lot 17285 Freehold 1.25 ha 1 plot of industrial 9,606 7 - 2011Mukim Hulu Bernam Timur land / office,Daerah Batang Padang factory and warehousePerak Darul Ridzuan

Sungai Rambai Estate Freehold 1,448.78 ha Oil Palm Estate 75,237 - - 1999District Of Kuala Selangor Freehold 66,493 sq.m Residential Bungalows, 495 21 - 1999Selangor Darul Ehsan Cottages & Amenities Lot No PT69686 & PT69687 Freehold 372.90 sq.m 2 units 3 storey shop 1,543 5 - 2007Mukim Klang office building Daerah Klang Selangor Darul Ehsan


118PROPERTIES OWNED BY THE GROUPAS AT 31 MARCH 2012

NET BOOK AGE OF DATE OF VALUE BUILDING LAST DATE OFLOCATION TENURE SIZE DESCRIPTION RM’000 (YEARS) REVALUATION ACQUISITION

THAILAND 300/28 Moo 1, Tambol Tasit Freehold 12,222 sq.m 1 plot of industrial 5,529 6 - 2006Amphur Pluakdaeng, Rayong land /office, factory Thailand and warehouse INDONESIA Block A-11 No 19 Leasehold 7,462 sq.m 1 plot of industrial land 832 9 - 2003Kota Bukit Indah Expiring 2019 with factory building Dangdeur Campaka Purwakarta Indonesia Kebun Parit Gunung Leasehold 14,422.09 ha Oil Palm Estate 100,795 6-13 - 2006Darul Makmur & Air Ruak Expiring 2029 Plantable Reserve Belitung, Indonesia and 2036 land, Residential cottages & Amenities 7,500 sq.m Oil Mill building 9,152 2 - 2010

Kawasan Industri Leasehold 7,750 sq.m 1 plot of industrial land 4,171 12 - 2009Sentul, Jl. Olympic Raya Expiring 2027 with factory building Blok B6, Kelurahan Sentul Kecamatan Babakan Madang Kabupaten Bogor, Jawa Barat Indonesia Jln Meranti 1, Blok L1 No 9 Leasehold 8,330 sq.m 1 plot of industrial land 7,247 12 - 2010Delta Silicon Expiring 2021 with factory building Lippo Cikarang Bekasi 17550 Indonesia


DELLOYD VENTURES BERHAD(380429-W)

(Incorporated in Malaysia)

FORM OF PROXY

I/We NRIC/Co.No.

of

being a member of DELLOYD VENTURES BERHAD hereby appoint

of

NRIC No. or failing whom,

of

NRIC No.

as my/our proxy to vote for me/us on my/our behalf at the Sixteenth Annual General Meeting of the Company to be held at Danau 3, Kota Permai

Golf and Country Club, No.1, Jalan 31/100A, Kota Kemuning, Section 31, 40460 Shah Alam, Selangor Darul Ehsan on Thursday, 16 August 2012

at 11.30 a.m. and, at every adjournment thereof for/against the resolutions to be proposed thereat.

NO. ORDINARY RESOLUTIONS FOR AGAINST1 To receive the Financial Statements and Reports of the Directors and Auditors thereon 2 To approve the payment of Final Dividend 3 To approve the payment of Directors’ fees 4 To re-elect Dato’ Sri Tee Boon Kee as Director 5 To re-elect Eow Kwan Hoong as Director 6 To re-appoint General Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd) as Director 7 To re-appoint Dato’ Dr. M Shanmughalingam as Director 8 To re-appoint auditors of the Company 9 To approve the authority to issue shares pursuant to Section 132D of the Companies Act, 1965 10 To approve the proposed renewal of the shareholders’ mandate for recurrent related party transactions of a revenue or trading nature 11 To approve the proposed renewal of authority for the purchase of own shares by the Company

(Please indicate with an X in the spaces provided on how you wish your vote to be cast. If you do not do so, the proxy will vote or abstain from voting at his discretion.)

Dated this…………day of…………………….2012

…………………………… ……………………………........ Signature of Member(s) Affix Company’s Common Seal (if applicable)

Notes:-

i The members whose names appear in the Record of Depositors on 10 August 2012 shall be entitled to attend, speak and vote at this Sixteenth Annual General Meeting.

ii A proxy shall be a member of the Company and if the proxy is not a member of the Company, the proxy shall be an advocate or an approved company auditor or a person approved by the Registrar of Companies.

iii A member shall be entitled to appoint more than one proxy (subject always to a maximum of two proxies at each meeting) to attend and vote at the same meeting.iv Where a member appoints more than one proxy, the appointment shall be invalid unless he specifies the proportion of his holdings to be represented by each

proxy.v To be valid, this proxy form duly completed must be deposited at the registered office of the Company situated at 52A, Lebuh Enggang, 41150 Klang, Selangor

Darul Ehsan not less than 48 hours before the time for holding the meeting.vi If the appointer is a corporation, this proxy form must be executed under its Seal or under the hand of its attorney.

FORM OF PROXY119


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THE SECRETARY :DELLOYD VENTURES BERHAD (380429-W)

52A, LEBUH ENGGANG,41150 KLANG,

SELANGOR DARUL EHSAN

AFFIXSTAMPHERE

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