ann u alÊ repor t - land & general berhad · ann u alÊ repor t ... (5507-h) annual report...

2014A N N U A L Ê R E P O R T

BuildingÊ ValueÊ ForÊ Tomorrow

LAND & GENERAL BERHAD (5507-H) ANNUAL REPORT 20141

2 Corporate Information

3 Five-Year Performance Highlights

4 Corporate Diary

5 Directors’ Profile

10 Chairman’s Statement

14 Managing Director’s Report

18 Corporate Governance Statement

26 Statement of Directors’ Responsibilities

27 Additional Compliance Information

28 Audit Committee Report

31 Statement on Risk Management and Internal Control

33 Corporate Social Responsibility

35 Financial Statements

119 Analysis of Shareholdings

121 Analysis of ICULS Holdings

123 List of Properties

124 Notice of Annual General Meeting

Proxy Form

COVER RATIONALE

The cover design is inspired by the theme, Building Value for Tomorrow,which emphasises Land & General Berhad’s impressive performance in thepast financial years. Various striking images of our developments are featuredon the cover to highlight our commitment to quality and style. The whitebackground mirrors our flawless integrity, while the overall sleekness of thedesign symbolises our sophistication.

CONTENTS

L&G_AR2014_Layout 1 8/18/14 12:33 PM Page 1


CorporateInformation

DIRECTORS

Dato’ Hj Zainal Abidin PutihChairman

Low Gay TeckManaging Director

Ferdaus MahmoodExecutive Director

Dato’ Ir Dr A Bakar Jaafar

Dato’ Hj Ikhwan Salim Dato’ Hj Sujak

YM Tengku Maruan Tengku Ariff

Hoong Cheong Thard

Chiu Andrew Wah Wai

SECRETARIES

Wong Wai Foong (MAICSA 7001358)Lee Siw Yeng (MAICSA 7048942)

AUDIT COMMITTEE

Dato’ Hj Ikhwan Salim Dato’ Hj SujakChairman


Hoong Cheong Thard

NOMINATING COMMITTEE

Dato’ Hj Zainal Abidin PutihChairman



REMUNERATION COMMITTEE

Dato’ Ir Dr A Bakar JaafarChairman

Hoong Cheong Thard

Chiu Andrew Wah Wai

REGISTERED OFFICE

8trium, Level 21 Menara 1Jalan Cempaka SD 12/5Bandar Sri Damansara52200 Kuala LumpurTel : 603 6279 8000Fax : 603 6277 7061

CORPORATE OFFICE

8trium, Level 21 Menara 1Jalan Cempaka SD 12/5Bandar Sri Damansara52200 Kuala LumpurTel : 603 6279 8000Fax : 603 6277 7061Email : [email protected] : www.land-general.com

AUDITORS

Ernst & Young Chartered Accountants

LISTING

Main Market of Bursa Malaysia Securities Berhad

SHARE / ICULS REGISTRARS

Symphony Share Registrars Sdn Bhd(Company No. 378993-D)Level 6, Symphony HouseBlock D13 Pusat Dagangan Dana 1Jalan PJU 1A/4647301 Petaling JayaSelangorTel : 603 7841 8000Fax : 603 7841 8008



Five-YearPerformance Highlights

FY 2014 FY 2013 FY 2012 FY 2011 FY 2010

OPERATING RESULTS (RM’000)

Revenue 491,916 216,293 130,799 44,202 30,214 Profit before tax 174,759 72,761 43,499 13,878 30,950 Profit after tax 128,677 57,177 33,120 10,213 29,682 Profit attributable to owners of the Company 75,329 43,969 30,369 10,213 29,682

KEY FINANCIAL POSITION DATA (RM’000)

Total assets 742,330 549,657 475,959 347,799 325,570 Total borrowings (incl ICULS -liability portion) 23,004 66,764 57,511 330 484 Shareholders' fund 481,792 327,018 282,451 256,653 231,842 Total equity 545,811 349,586 291,811 256,653 231,842 Issued and paid up share capital 127,105 119,661 119,661 119,661 119,661

SHARE INFORMATION (RM)

Basic earnings per share 0.12 0.07 0.05 0.02 0.05 Net assets per share 0.79 0.55 0.47 0.43 0.39 Share price as at 31 March 0.50 0.42 0.34 0.46 0.49

(’000)

Weighted average number of ordinary shares in issue 612,732 598,305 598,305 598,305 598,305

FINANCIAL RATIOS

Return on Equity (%) 23.58% 16.36% 11.35% 3.98% 12.80%Return on Total Assets (%) 23.56% 13.24% 9.14% 4.00% 9.79%Gearing ratio (times) 0.05 0.20 0.20 0.00 0.00 Price to earnings ratio (times) 4.07 5.65 6.70 26.95 9.88

491,916

216,293

130,799

44,202

30,214

REVENUE(RM’000)

174,759

72,761

43,499

13,878

30,950

PROFIT BEFORE TAX(RM’000)

0.79

0.55

0.47

0.43

0.39

NET ASSETS PER SHARE(RM)

0.12

0.05

0.02

0.05

BASIC EARNINGS PER SHARE(RM)

2014

2013

2012

2011

2010

2014

2013

2012

2011

2010

2014

2013

2012

2011

2010

2014

2013

2012

2011

2010

0.07



CorporateDiary

2013

23 September 2013

• Announcement on the close ofacceptance and payment in relationto the renounceable rights issue ofRM77,779,589 nominal value of five (5)-year, 1%, irredeemableconvertible unsecured loan stocks(“ICULS”) at 100% of the nominalvalue of RM0.13 each on the basisof RM0.13 nominal value of theICULS for every one (1) existingordinary share of RM0.20 each inL&G (“Rights Issue of ICULS”)

• Announcement on the subscriptionrate of the Rights Issue of ICULS andthe basis of the allocation of theexcess Rights ICULS

25 September 2013

50th Annual General Meeting

26 September 2013

Announcement of Loan Stocks profile in relation to the ICULS issued on 25 September 2013 and expiring on 24 September 2018

27 September 2013

Listing Circular on the admission of598,304,530 ICULS issued pursuant tothe Rights Issue of ICULS to the OfficialList of Bursa Malaysia Securities Berhadand the listing and quotation of the ICULSon the Main Market with effect from 9.00a.m., Monday, 30 September 2013

30 September 2013

Announcement on the completion of theRights Issue of ICULS

3 October 2013

Announcement on Ms Wing Kwan WinnieChiu’s deemed interests as Director ofL&G in relation to subscription of240,371,000 ICULS by MaylandParkview Sdn Bhd, the major shareholderof L&G (“MPSB”)

23 October 2013

Announcement on resignation of Ms LimPoh Yen as Secretary of L&G

12 November 2013

Announcement on the proposed jointventure between Pillar Quest Sdn Bhd(“PQSB”), a wholly-owned subsidiary ofL&G, and Positive Valley Sdn Bhd, awholly-owned subsidiary of Malaysia LandProperties Sdn Bhd to acquire anddevelop a parcel of commercial leaseholdland held under title No. Pajakan Mukim6395, Lot 18152, Seksyen 2, Batu 4,Jalan Ampang, Town of Ulu Kelang,District of Gombak, State of Selangormeasuring approximately 22,934 squaremetres in area via Xtreme Meridian SdnBhd (“XMSB”) as the joint venturecompany (collectively referred to as “theProposed JV”)

2014

21 January 2014

Announcement on Notice of ExtraordinaryGeneral Meeting in relation to theProposed JV

11 February 2014

Announcement on the shareholders’approval on the Proposed JV (“the JV”)

13 February 2014

Announcement on the subscription of250,050 ordinary shares of RM1.00 eachfully paid in XMSB by PQSB followingshareholders’ approval for the JV obtainedon 11 February 2014, where XMSBbecame a 50.01% subsidiary of L&G

1 April 2014

Announcements on the appointment ofMr Chiu Andrew Wah Wai as Director of L&G and his deemed interests in103,420,000 ordinary shares and240,371,000 ICULS in L&G via MPSB

7 April 2014

Announcement on the vacation of officeby Ms Wing Kwan Winnie Chiu pursuantto Article 92(e) of the Articles ofAssociation of the Company andParagraph 15.05(3)(c) of the Main MarketListing Requirements of Bursa MalaysiaSecurities Berhad with effect from 31 March 2014

28 May 2014

Announcement on the proposed singletier final dividend of 2 sen per ordinaryshare of RM0.20 each in respect of thefinancial year ended 31 March 2014

29 May 2014

Announcement on the provision offinancial assistance up to AUD450,000,for purpose of operating expenditures, toHidden Valley Australia Pty Ltd, a 50%jointly controlled entity of L&G throughLand & General Australia (Holdings) PtyLtd

21 July 2014

Additional Listing on the issuance of103,704,286 new ordinary shares ofRM0.20 each fully paid on various datesfrom 10 October 2013 to 21 July 2014arising from several conversions of ICULSand the latest total issued and paid upcapital of L&G of 702,008,816 ordinaryshares and RM140,401,763.20

18 August 2014

Announcement on entitlement & paymentdates in respect of ICULS interestpayment.

28 August 2014

Notice of 51st Annual General Meetingand notice of book closure for theproposed single tier final dividend of 2 senper ordinary share of RM0.20 each inrespect of the financial year ended 31 March 2014

22 September 2014

51st Annual General Meeting



Directors’Profile

Dato’ Hj Zainal Abidin Putih, a Malaysian aged 68, wasappointed Chairman of L&G on 1 June 2010. He is a Fellow ofthe Institute of Chartered Accountants in England and Wales(ICAEW), a member of the Malaysian Institute of CertifiedPublic Accountants (MICPA) and the Malaysian Institute ofAccountants (MIA).

Dato’ Hj Zainal qualified as a Chartered Accountant of theICAEW in 1972 and has very extensive experience in auditthroughout his career as a practising accountant. He also hasa good working knowledge of taxation and has been involvedin management consulting especially those involved inacquisition, take over, amalgamation and restructuring ofcompanies and company flotation.

Dato’ Hj Zainal was formerly the Country Managing Partner ofMessrs Hanafiah Raslan and Mohamad and was an Adviserwith Messrs Ernst & Young Malaysia until his retirement on 31December 2004. He was the President of MICPA from 1989until 1991 and the Chairman of the Malaysian AccountingStandards Board from 2003 until 2009.

He had also served in Government Agencies as the Chairmanof Pengurusan Danaharta Nasional Berhad, a member of theMalaysian Communications & Multimedia Commission and amember of the Investment Panel of the Employees ProvidentFund.

Dato’ Hj Zainal was awarded the Darjah Setia Negeri Sembilan(D.S.N.S.) by the Yang Di Pertuan Besar Negeri Sembilan and

the Jaksa Pendamai (J.P.) by the Yang Di Pertua NegeriMelaka in 1995 and 2008, respectively.

Dato’ Hj Zainal is the Chairman of CIMB Bank Berhad, CIMBBank (L) Ltd and sits on the Board of CIMB Group HoldingsBerhad, CIMB Investment Bank Berhad, CIMB Group SdnBhd and Southeast Asia Special Asset Management Berhad(SEASAM). He is also the Chairman of Dutch Lady MilkIndustries Berhad. He sits as a Board Member of TenagaNasional Berhad and Petron Malaysia Refining & MarketingBhd.

Dato’ Hj Zainal is also the Chairman of Mobile MoneyInternational Sdn Bhd, Touch ‘n Go Sdn Bhd and a director ofseveral private limited companies. He is a trustee of theNational Heart Institute Foundation (IJNF) and the PerdanaLeadership Foundation, and is a member of PerbadananPutrajaya. He also acts as an Adviser on the Global AdvisoryBoard of Alexander Proudfoot.

Dato’ Hj Zainal does not have any family relationship with anyDirector and/or major shareholder of L&G and he does nothave any conflict of interest with L&G. He has no convictionfor any offences over the last ten (10) years.

He attended seven (7) out of seven (7) Board Meetings heldduring the financial year ended 31 March 2014.

Dato’ Hj Zainal is the Chairman of the Nominating Committeeof L&G.

DATO’ HJ ZAINAL ABIDIN PUTIHIndependent Non-Executive Chairman



Directors’Profile(CONT’D)

LOW GAY TECKManaging Director

FERDAUS MAHMOODExecutive Director

Mr Low Gay Teck, a Malaysian aged 49, was appointed a Directorof L&G on 15 October 2007 and was redesignated ManagingDirector of L&G on 1 January 2008. Mr Low holds a Bachelor ofCivil Engineering from Footscray Institute of Technology, (nowknown as Victoria University), Australia (1988).

Prior to joining L&G, Mr Low was with the Mayland Group whichhe joined in 1996. In 2002, he was appointed Director of theMayland Group and assumed the position of Managing Directorin 2005. Mr Low has been involved in property development andproject management for the past 25 years, handling andimplementing projects such as residential, commercial, shoppingcomplex, hotel, golf course, condominium and serviceapartments.

Currently, Mr Low sits on the Board of a few subsidiaries of L&Gand several private limited companies.

Mr Low does not have any family relationship with any Directorand/or major shareholder of L&G and he does not have anyconflict of interest with L&G. He has no conviction for anyoffences over the last ten (10) years.


Mr Low is a committee member of the Tabung Amanah Land &General Berhad.

Encik Ferdaus Mahmood, a Malaysian aged 59, was appointedan Executive Director of L&G on 16 June 2008.

Encik Ferdaus started his career as Trainee Accountant withTractors Malaysia Bhd in 1974 and joined United Estate ProjectsSdn Bhd (UEP) (initial developer of Subang Jaya, Selangor) in1976 where his last position was the Credit Controller.

Subsequently, in 1980, Encik Ferdaus made a decisive switch inhis career into the main stream of the property industry and sincethen has garnered extensive experience in this industry especiallyin the areas of marketing, sales, credit control and propertymanagement.

In 1990, Encik Ferdaus joined L&G as the General Manager inone of the property subsidiaries of L&G. In 1998, he wasappointed the Chief Operating Officer to head the propertyoperations of L&G in Australia and returned to Malaysia in 2005to be based in Kuala Lumpur as the Director of Property Division,L&G.

Currently, he sits on the Board of a few subsidiaries of L&G.

Encik Ferdaus does not have any family relationship with anyDirector and/or major shareholder of L&G and he does not haveany conflict of interest with L&G. He has no conviction for anyoffences over the last ten (10) years.





Dato’ Ir Dr A Bakar Jaafar, a Malaysian aged 64, was appointeda Director of L&G on 18 October 1999 and redesignated as theSenior Independent Director of L&G on 28 November 2012. Heis an engineer by profession and holds a Bachelor of Engineering(Honours) degree in Mechanical Engineering from the Universityof Newcastle, Australia, a Master of Environmental Science fromMiami University and a Doctorate in Marine Geography from theUniversity of Hawaii at Manoa.

He served in the Malaysian Civil Service for over 22 years invarious positions including as the Director-General of theDepartment of Environment from 1990 to 1995. He continued toserve the Malaysian Government as the Elected-Member to theCommission on the Limits of Continental Shelf, UN HQ, New York(1997-2002) (2002-2007) (2007-2012). He is a Professor at thePerdana School of Science, Technology and Innovation Policy ofUniversity of Technology Malaysia (UTM), as well as Co-ChairUTM Ocean Thermal Energy Centre (OTEC) Research Group,and also an Adjunct Senior Fellow of the Maritime Institute ofMalaysia.

Currently, Dato’ Ir Dr A Bakar sits on the Board of several privatelimited companies.

Dato’ Ir Dr A Bakar does not have any family relationship withany Director and/or major shareholder of L&G and he does nothave any conflict of interest with L&G. He has no conviction forany offences over the last ten (10) years.


Dato’ Ir Dr A Bakar is the Chairman of the RemunerationCommittee as well as a member of the Audit Committee and theNominating Committee of L&G.

Dato’ Hj Ikhwan Salim Dato’ Hj Sujak, a Malaysian aged 57, wasappointed a Director of L&G on 1 December 2007. He holds aBachelor of Science (Economics & Accounts) from Queen’sUniversity Belfast, UK (1977).

In 1977, he began his career as an auditor with Coopers &Lybrand, UK and joined Nestle (M) Sdn Bhd as FinanceExecutive in 1979. In 1980, he moved on to be the GroupFinancial Planning Manager of Kumpulan Low Keng Huat SdnBhd.

Currently, Dato’ Hj Ikhwan runs his private business, KonsortiumJaringan Selangor Sdn Bhd. He is also a Board member ofMalaysia Steel Works (KL) Berhad, Glomac Berhad and severalprivate limited companies.

Dato’ Hj Ikhwan does not have any family relationship with anyDirector and/or major shareholder of L&G and he does not haveany conflict of interest with L&G. He has no conviction for anyoffences over the last ten (10) years.


He is the Chairman of the Audit Committee of L&G.

DATO’ IR DR A BAKAR JAAFARSenior Independent Non-Executive Director

DATO’ HJ IKHWAN SALIM DATO’ HJ SUJAKIndependent Non-Executive Director




YM TENGKU MARUAN TENGKU ARIFFIndependent Non-Executive Director

HOONG CHEONG THARDNon-Independent Non-Executive Director

YM Tengku Maruan Tengku Ariff, a Malaysian aged 61, wasappointed a Director of L&G on 1 July 2008. He holds a Bachelorof Mechanical Engineering (Design) Degree from University ofHuddersfield, United Kingdom (1979).

YM Tengku Maruan started his career as a credit officer withCitibank Berhad, Kuala Lumpur (Citibank) in 1980 where he wasexposed to various aspects of the banking industry. In 1985, YMTengku Maruan left Citibank holding the position of Manager andjoined Southern Bank Berhad as the Head of Personal BankingDivision where he was involved in all aspects of budgeting, credit,product marketing and business development. Subsequently in1996, he joined Rohas Sdn Bhd (“Rohas”) as the GeneralManager and also served on the board of several companiesrelated to Rohas until his retirement in 2008. While in Rohas, hewas responsible for various business operations such asmanufacturing, education, property management andinvestments.

Currently, YM Tengku Maruan sits on the Board of several privatelimited companies.

YM Tengku Maruan does not have any family relationship withany Director and/or major shareholder of L&G and he does nothave any conflict of interest with L&G. He has no conviction forany offences over the last ten (10) years.

He attended six (6) out of seven (7) Board Meetings held duringthe financial year ended 31 March 2014.

YM Tengku Maruan was appointed member of the NominatingCommittee on 28 May 2014.

Mr Hoong Cheong Thard, a Malaysian aged 45, was appointed aDirector of L&G on 1 June 2010. He is a member of the Instituteof Chartered Accountants in England and Wales (ICAEW) (1992)and holds a Bachelor in Mechanical Engineering degree fromImperial College, University of London, UK (1989).

Mr Hoong has extensive experience in mergers and acquisitionsas well as international capital markets. He was an investmentbanker for over 12 years and had held senior positions atDeutsche Bank, Hong Kong and UBS, Hong Kong where he wasresponsible for corporate finance business in Asia.

Mr Hoong was the Chief Executive Officer of China LotSynergyHoldings Ltd (a company listed on the Hong Kong StockExchange) (2006) prior to joining Far East ConsortiumInternational Limited (“FECIL”) in September 2008 as ManagingDirector.

As the Managing Director of FECIL, Mr Hoong is responsible forthe formulation and implementation of the FECIL group’s overallstrategies for development.

Mr Hoong also sits on the Board of several public companieswhich are incorporated and listed overseas and several privatelimited companies which are incorporated in Malaysia.

Mr Hoong does not have any family relationship with any Directorand/or major shareholder of L&G and he does not have anyconflict of interest with L&G. He has no conviction for anyoffences over the last ten (10) years.

He attended six (6) out of seven (7) Board Meetings held duringthe financial year ended 31 March 2014.

Mr Hoong is a member of the Audit Committee andRemuneration Committee of L&G.




CHIU ANDREW WAH WAINon-Independent Non-Executive Director

Mr Chiu Andrew Wah Wai, a citizen of Hong Kong SAR, aged 25,was appointed a Director of L&G on 1 April 2014.

Mr Chiu started his career as Property Executive with DTZ HongKong in 2008 and joined Far East Consortium InternationalLimited (“FECIL”) as Project Manager in 2009. Later, he becamethe Business Development Manager of FECIL.

Currently, Mr Chiu is the Managing Director of Malaysia LandProperties Sdn Bhd.

Mr Chiu is the son of YBhg Tan Sri Dato’ David Chiu, the majorand controlling shareholder of Prestige Aspect Sdn Bhd, theholding company of Malaysia Land Properties Sdn Bhd and itssubsidiaries (Mayland Group).

He does not have any conflict of interest with L&G. He has noconviction for any offences over the last ten (10) years.

Mr Chiu was appointed member of the Remuneration Committeeof L&G on 28 May 2014.



Chairman’sStatement

The Group’s focus towards creating aproperty brand that delivers quality,innovation and value has continued tobear fruits. For the financial year ended31 March 2014, the Group registeredmore than a two-fold increase inrevenue and pre-tax profit to RM491.9million (FY2013: RM216.3 million)and RM174.8 million (FY2013:RM72.8 million) respectively. Thisperformance also marked the highestrevenue and net profit the Group hasachieved over the span of 17 years.


OPERATING LANDSCAPE

In 2013, consumption and investment activities worldwide improved as majoreconomies gradually recover from the prolonged economic crisis. Whilestructural and fiscal uncertainties remained, the United States continued torecord strengthened domestic demand while the European region realisedexport supported growth. In Asia, moderating domestic demand was offsetby better export performance.

At home, the Malaysian economy grew by 4.7% in 2013. This pace wasmarginally slower compared with an expansion of 5.6% in 2012 and 5.1%in 2011, according to reports by Bank Negara Malaysia. Nevertheless, theoverall economy remained resilient due to strong domestic demand that wasdriven by stable employment conditions and sustained wage growth. Thecountry also benefited from the increase in gross exports, which wastestament to the improving global economy.

Against this backdrop, Malaysia’s property sector recorded a contraction intotal transaction volume but an increase in total transaction value in 2013.According to the Malaysian Property Market 2013 Report published by theMalaysian Ministry of Finance’s Valuation & Property Services Department,a total of 381,130 property transactions were made during the year, whichwas lower by 10.9% compared to 2012. However, total transaction valueincreased to RM152.37 billion, up by 6.7% year-on-year. The residential sub-sector took the bulk of property market activities with its 64.6% share oftotal transactions.

All in all, the strong domestic economy, low interest rate environment,reduced political uncertainties and growing income levels have contributedto the robust performance of Malaysia’s property sector in 2013.

Nevertheless, the operating landscape remains paved with challenges.Competition is increasingly more intense while prime land for developmenthas become scarcer. Home buyers are also more savvy and discerning,placing greater priority on lifestyle propositions and value. The Government’sfiscal consolidation policy, property sector cooling-off measures have alsoimpacted the sector at large.

While the outlook for the property sector remains positive, it is now moreimportant than ever for industry participants to not only adapt to the fluidityof the marketplace but also meet, if not surpass customers’ expectations.Embracing this approach will be integral to delivering continued growth andreturns for shareholders.


Chairman’sStatement(CONT’D)

Dear Shareholder

In spite of the challenging operatinglandscape, our Group successfullydelivered a record net profit ofRM128.7 million during the yearunder review. This clearly reflects theability and commitment of ourGroup’s senior management teamand its employees to seizeopportunities and grow the businessin a dynamic yet sustainable manner.

On this positive note, I am pleased topresent to you our annual report forthe financial year ended 31 March2014.



Chairman’sStatement

FINANCIAL HIGHLIGHTS

The Group’s focus towards creating aproperty brand that delivers quality,innovation and value has continued tobear fruits. For the financial year ended31 March 2014, the Group registeredmore than a two-fold increase in revenueand pre-tax profit to RM491.9 million(FY2013: RM216.3 million) and RM174.8million (FY2013: RM72.8 million)respectively. This performance alsomarked the highest revenue and net profitthe Group has achieved over the span of17 years.

Earnings per share also grew to 12.29 sen(FY2013: 7.35 sen) as at 31 March 2014while net assets per share was 79 sen(FY2013: 55 sen).

The Group’s Property Division remainedthe largest contributor in terms of revenueand profit. During the year under review,the division posted a revenue of RM469.3million (FY2013: RM191.5 million) and anoperating profit of RM185.5 million

(FY2013: RM66.2 million). This stellarachievement came on the back of thenear completion of the Group’s TheElements@Ampang project and thepositive progress of its Damansara Forestaproject. Both projects have locked in over90% in terms of sales as at the end of thefinancial year under review.

Our Education Division also recorded anencouraging increase in revenue andoperating profit to RM13.0 million(FY2013: RM11.8 million) and RM5.6million (FY2013: RM5.0 million)respectively. This rise was the result of arevision in fees for the 2014 academicyear.

In terms of other businesses, the Groupregistered a collective revenue of RM9.6million and an operating loss of RM9.6million, which was largely as a result ofimpairments in our jointly controlledAustralian entity.

(CONT’D)


DIVIDEND

In tandem with its excellent results and in appreciation of the loyalty, trust and confidence shown by our valued shareholders, theBoard has proposed its maiden dividend of 2 sen per share.

As a reflection of our prospects, the Group also intends to outline a dividend policy in the foreseeable future.

CORPORATE DEVELOPMENT

A fund-raising exercise was proposed by L&G in April 2013. The proceeds from this initiative are to part finance the RM72.48 millioncash acquisition of a 13-storey office building in Precinct 3, Putrajaya.

The exercise involved a renounceable rights issue of RM77.78 million nominal value of 5 year, 1%, Irredeemable ConvertibleUnsecured Loan Stocks (ICULS) at 100% of the nominal value of RM0.13 each. The rights issue was on the basis of RM0.13 nominalvalue of the ICULS for every one existing share of RM0.20 each in the Company.

The proposed exercise was approved by shareholders at an Extraordinary General Meeting held on 31 July 2013. On 25 September2013, a total of 598,305,430 ICULS were issued and listed on Bursa Malaysia. To date, 120,101,586 ICULS have been convertedinto ordinary shares.

MOVING FORWARD

Inspired by its achievements, our Group intends to hold steadfast to its strategic direction of becoming a respected and sought-aftermid-sized to large market-cap property player on Bursa Malaysia.

Property market activity has continued to remain active in the large part of 2014 and is expected to be sustained as a result ofcontinued domestic economic growth and positive macro-economic developments.

In view of this, the Group is expected to launch several new and exciting offerings in the coming months. These include our newserviced apartments project adjacent to The Elements@Ampang, high rise residential units at our Damansara Foresta (Phase 2) aswell as lifestyle-oriented residential properties at our Tuanku Jaafar Resort Homes. Collectively, these projects have an estimatedGross Development Value of RM2 billion, and is expected to contribute to the Group’s performance in year 2016 onwards.

ACKNOWLEDGEMENT

On behalf of the Board of Directors, I would like to congratulate and thank our senior management team and all employees for a jobwell done. We are confident that your continued hard work, dedication and loyalty will propel Land & General Berhad to greaterheights of success.

We would also like to thank our customers, business associates, regulators and relevant government authorities for your continuedsupport and cooperation.

Ms Wing Kwan Winnie Chiu, a Non-Independent Non-Executive Director, has vacated her position on 31 March 2014. On behalf ofthe Board, I would like to express our appreciation to Ms Wing Kwan Winnie Chiu for her contribution during her tenure as Director.We also welcome Mr Chiu Andrew Wah Wai who joined the Board as a Non-Independent Non-Executive Director on 1 April 2014.

Dato’ Hj Zainal Abidin Putih Chairman

8 August 2014


Chairman’sStatement(CONT’D)



ManagementDiscussion and Analysis

RM2 billion SustainedIncome Stream

Land & General Berhad’s existing andfuture projects are expected to contributepositively to its financial performance ona sustained basis over the next few years.

The Elements@Ampang has been handedover to home owners in June 2014 whileDamansara Foresta (Phase 1) is expectedto hand over vacant possession in year2015. These completions will likely bereflected in the financial results of yearsending 2015 and 2016.

In addition, future projects includingTuanku Jaafar Resort Homes, DamansaraForesta (Phase 2) and the new residentialserviced apartments adjacent to TheElements@Ampang are scheduled to belaunched between October 2014 toMarch 2015. These projects, with thecollective GDV of RM2 billion, will becaptured in L&G financial resultsannually from 2016 until 2020.

Dear Shareholder,

As we focus towards building value fortomorrow, Land & General Berhad (L&G)strongly believes in delivering on excellence andinnovation today. This unwavering commitmenthas already led to our Group turning in itshighest revenue and net profit in 17 years.

Naturally, resting on our laurels is not an option.We are single-minded in our aim to deliver evergreater value to our shareholders and otherstakeholders as we progress forward into thefuture.

A DYNAMIC PROPERTY DEVELOPMENT & INVESTMENT GROUP

L&G’s core business activities can be categorised into two divisions, namelyProperty and Education. The Property Division remains the primary growthdriver and profit contributor of the Group while the Education Division providesa stable and recurrent revenue stream. The Group also invests in otherbusinesses including oil palm cultivation and clubhouse management.

With total assets surpassing RM740 million as at 31 March 2014, L&G hascontinued to grow from strength to strength in our country’s property industry.Our positive trajectory can be attributed to our highly motivated and talentedstaff of more than 300 and expanding.

In terms of location, our property development activities are focused instrategic and prime areas throughout the Greater Klang Valley and within thehigh-growth township of Seremban, Negeri Sembilan. In addition, we alsohave an overseas joint venture project called Hidden Valley in Melbourne,Australia.

When it comes to products, our expertise spans across all property categories,from residential to commercial offerings. Nevertheless, since 2009, we haveplaced greater emphasis on developing high-rise residential properties thatare of high quality, innovative, value for money and are located in sought-aftercommunities.


39sen43sen

47sen

55sen

79sen

00

10

20

30

40

50

60

70

80

2010 2011 2012 2013 2014

Net

Ass

ets

per

Sha

re (

sen)


ManagementDiscussion and Analysis(CONT’D)

ENHANCING MARKET PRESENCE

L&G has set its sights on repositioning itself as adistinguished mid-sized to large market-cap propertyplayer on Bursa Malaysia. We aim to become a respectedand trusted property brand not just in size alone but alsoin the way we deliver our products, conduct our businessand enhance value to our shareholders.

In order to achieve these goals, L&G’s corporate strategyhas been tailored towards expansion via organic growthand acquisitions. We plan to leverage on the know-howand extensive experience of our property developmentteam to identify areas within our existing portfolio wherewe can unlock further value. Concurrently, our team isalso well equipped to pinpoint landbanks or developmentsthat offer the Group prospects to reap significant returnson our investments. We believe that to grow effectivelyand efficiently, we have to seize opportunities in a prudentyet clever manner.

We are also committed to staying ahead of the trend interms of lifestyle and value propositions of our products.In an ever-competitive environment, it is now moreimportant than ever to put to market products that notonly appeal to the contemporary urban lifestyle but alsofeature sustainable attributes and offer viable prospectsfor capital appreciation.

REVIEW OF FINANCIAL RESULTS

For the year ended 31 March 2014, L&G registered asignificant 127% jump in revenue to RM491.9 millioncompared with RM216.3 million posted a year ago. Thistranslated into a year-on-year rise of 140% in pre-tax profitto RM174.8 million.

This outstanding results were primarily derived from ourProperty Division, which remained the single largestcontributor to the Group’s business. The Division recordeda 145% increase in revenue to RM469.3 million comparedwith last year. This led to a 180% leap in operating profitto RM185.5 million against the year before.

This performance arose from the phenomenal success of TheElements@Ampang, our premier 1,040-unit lifestyle serviced apartmentsin an affluent enclave in Kuala Lumpur, as well as Damansara Foresta(Phase 1), which comprises four residential tower blocks of 928 unitslocated in the mature township of Bandar Sri Damansara, Kuala Lumpur.Both these projects saw a take up rate of more than 90% each, thuslocking in a substantial return for the Group during the year under review.

The overwhelming response to these two projects underscores thecapabilities of L&G to conceptualise and develop innovative productsthat home buyers and investors find appealing. It also reflects the trustand confidence our customers have in our brand and in our ability todeliver on our promises. As importantly, it also shows that we are able tocreate and sell products that can impact the Group’s bottom-linepositively and sustainably.

The Education Division has also continued to provide a steady andrecurrent earnings stream for L&G. For the year ended 31 March 2014,the Division recorded a marginal rise of 10% in revenue to RM13.0million compared to last year. This led to a 13% increase in operatingprofit to RM5.6 million against last year. The revision in fees for the 2014Academic Year had contributed to the improved performance of theDivision.

The Group’s Other Division posted an operating loss of RM9.6 million(FY2013: an operating profit of RM15.4 million) on the back of a revenueof RM9.6 million (FY2013: RM13.0 million). This was due to theallowance for impairment made on the amount due from the jointlycontrolled entity in Australia of RM9.8 million and the impairment lossrecognised on the interest free loan to the said entity for its operatingexpenses. Furthermore, the exceptional results in the preceding financialyear were due to the write back of provision on redemption of land ofRM12.3 million and the special dividend received from VietnamIndustrial Limited amounting to RM2.6 million.

Taken as a whole, our financial results for the year ended 2014underlines L&G steadfastness in delivering consistent and vibrant growthto our shareholders based on solid fundamentals and long termplanning. Net assets per share have risen consistently over the last fiveyears, from 39 sen as at 31 March 2010 to 79 sen as at 31 March 2014,reflecting a 103% jump.

The Group has also expanded progressively with total assets growing bya significant 128% over the five-year period from 2010 to 2014.


REVIEW OF OPERATIONS

The overall Malaysian property market was stablethroughout 2013. Property transactions were slightlylower during the year but this was offset by theincrease in transaction value. Transaction activitieswere largely focused on the residential sub-sector.According to the Valuation & Property ServicesDepartment’s Malaysian Property Market 2013 Report,381,130 property transactions were made during theyear, which was lower by 10.9% compared to 2012.The report also indicated that overall salesperformance of new launches saw a slight decreaseyear on year.

The subdued sales performance of the market in 2013sheds further light on the remarkable demand for TheElements@Ampang and Damansara Foresta (Phase1). Moreover, it was reported that property marketactivities in Kuala Lumpur declined by a significant34.4% in volume in 2013 compared with 2012.Clearly, our projects have resonated well with homebuyers and investors so as to enable us to buck thetrend.

UNLOCKING VALUE, DELIVERING INNOVATIONS

L&G’s Property Division is anchored by three key projects, namely The Elements@Ampang, Damansara Foresta and Tuanku JaafarResort Homes. 8trium, the Group’s premium integrated commercial project in Bandar Sri Damansara, has been completed andhanded over to purchasers in 2012. It currently houses L&G’s corporate headquarters. L&G also has an on-going joint venture projectin Melbourne, Australia, called Hidden Valley.

The Elements@Ampang

Designed for discerning urbanites, The Elements@ Ampang is a strategically located propertyin the heart of the mature and cosmopolitan district of Jalan Ampang, which is also well-knownas Embassy Row. The facilities and amenities contained within this freehold residential servicedapartments carefully tailored to offer a balance between vibrant city living and a quiet escapefrom the hustle and bustle.

This joint development project withthe Mayland Group has a GrossDevelopment Value (GDV) ofRM860 million and is currentlyclosed to being fully sold. Handingover of vacant possession tookplace in June 2014.

Following the accomplishment ofThe Elements, L&G will belaunching another series of servicedresidence in a 5.7-acre landadjacent to current development.The development will comprise fourtowers with approximately 1,000units in total and will have a GDV ofRM800 million. The launch is slatedfor early 2015.

Damansara Foresta

This award winning tropical inspireddevelopment located next to the lushBukit Lanjan Forest Reserve hasbeen snapped up by eager buyersjust as soon as it was opened to thepublic. The construction of Phase 1remains on track and vacantpossession is expected to be handedover in year 2015.

Phase 2 of the project, which has aGDV of RM600 million and isexpected to be launched in thecurrent financial year, will offer twotowers of unique homes withinnature’s embrace. This will befollowed by two remaining phasesbefore this project of more than RM2billion in GDV comes to completion in6 to 8 years.


ManagementDiscussion and Analysis(CONT’D)



ManagementDiscussion and Analysis

Tuanku Jaafar Resort Homes

The continued prosperity and progress ofSeremban has been phenomenal inrecent years. As the gateway into GreaterKuala Lumpur, the state capital of NegeriSembilan has enjoyed significantinvestments across sectors.

This trend augurs well for our upmarketresidential development project that isscheduled for launching in the first half of2015. Comprising bungalows, link-clusterhouses, semi-detached cluster homes andapartments, this development, with a GDVof RM600 million, is set to create a newbenchmark in resort-lifestyle experience inand around Seremban.

COMMITMENT TOWARDS QUALITY EDUCATION

Sekolah Sri Bestari, which is owned andoperated by the Group’s wholly-ownedsubsidiary, Lang Education Sdn. Bhd., hasbeen in operations at L&G’s flagshiptownship of Bandar Sri Damansara since1995. As a private school establishment,Sekolah Sri Bestari includes akindergarten, primary and secondaryschool, offering both convenience to thecommunities in and around the townshipas well as providing students with the rareopportunity of consistent quality educationthroughout their formative years.

During the year under review, theestablishment continued to implement itsinternationalisation programme byrecruiting capable and qualified teachermentors to enhance the educationexperience of our more than 1,000students.

LOOKING FORWARD

Driven by domestic demand and thestrengthening of the global market,Malaysia’s economy is expected to expandat a more rapid pace in 2014 compared tothe previous year. In the property sector,the residential property sub-sector is againexpected to generate a greater part of totalmarket activities.

Nevertheless, transaction activities wereimpacted slightly at the beginning of 2014as a result of the Government’s policies tocurtail speculative activities. This was onlytemporary as the market adapts to thechanges. We believe that these measuresare good for the market at large and willlikely be implemented for a specificduration.

In terms of prices, the Malaysian HousePrice Index recorded an 8% increase inthe first quarter of 2014 compared withthe first quarter a year ago. This is anindication that the overall sector remainshealthy and residential offerings,especially those in strategic and primeurban areas are still enjoying robustdemand.

The overall property landscape arefavorable to L&G as we have in a pipelineseveral exciting residential offerings thatwill continue to generate sustained yetstrong income for the Group in the currentfinancial year and beyond.

Given our focus in the Greater KualaLumpur/Klang Valley area, L&G isexpected to benefit from the EconomicTransformation Programme’s GreaterKuala Lumpur/Klang Valley NKEA(National Key Economic Area), whereplans are underway to transform theregion into a world-class metropolis thatwill boast top standards in every area, frombusiness infrastructure to liveability.

Moving forward, L&G also intends to growits property investment portfolio in order tobuild a stream of recurring income whilebolstering our market capitalisation. Ouracquisition of the RM72.5 million 13-storey office building in Precinct 3,Putrajaya, which is scheduled forcompletion and vacant possession in thesecond half of 2014, is in tandem with thisstrategy.

Heartened by our achievements, and witha view towards our upcoming propertylaunches, we are confident that ouroutstanding results for the year ended2014 will not be a unique or anexceptional affair. This is just a start ofbetter things to come.

LOW GAY TECKManaging Director

8 August 2014

(CONT’D)



Corporate GovernanceStatement

The Board of Directors (“the Board”) of Land & General Berhad (“the Company”) is fully committed to the Principles andRecommendations of the Malaysian Code on Corporate Governance 2012 (“MCCG 2012”). The Board constantly strives to ensurethat good corporate practices are carried out throughout the Group as fundamental to fulfilling its responsibilities, which includeprotecting and enhancing shareholder value as well as the financial performance of the Company.

Composition of the Board of Directors

The Board currently comprises eight (8) Directors of whom six (6) are Non-Executive Directors and two (2) are Executive Directors.

The Board’s composition is well balanced with four (4) Independent Non-Executive Directors, two (2) Non-Independent Non-ExecutiveDirectors and two (2) Executive Directors. The Company is led and controlled by an experienced Board made up of professionalsand entrepreneurs who have a diverse range of business, financial and technical skills and experience. This mix of skills andexperience is essential for the successful attainment of the corporate plans and objectives of the Group. A brief profile of each Directoris set out on pages 5 to 9 in the Director’s Profile of this Annual Report.

Boardroom Diversity

As prescribed under the Board Charter, the Board should be well balanced with qualified individual having diverse experiences,background and perspectives to carry out its responsibilities and duties legally under various laws, regulations and rules.

As recommended by the Nominating Committee, the Company shall pursue diversity in terms of gender and qualification to improveboardroom diversity.

Under the Articles of Association of the Company, the board size shall not be less than 2 and not more than 12. To promote genderdiversity, the Company shall set a gender diversity policy and the Board will, as far as practicable, consider suitably and qualifiedfemale director to fill the balance board seats.

However, the Company maintains its stand that it does not practise any gender biasness. Any new appointment to the Board shallalways be based on merits, capability, experience, skill-sets and integrity.

Board Charter

The primary objective of the Company’s Board Charter is to set out the roles and responsibilities of the Board, the division of authorityand responsibilities of the Board and Management, terms of reference and composition of board committees, and other administrativepolicies and procedures in relation to the operation of the Board as a whole.

The Board has carried out its annual review on the Board Charter to ensure it remains consistent with the Board’s objective andresponsibilities, and all the relevant standards of corporate governance.

The Board Charter can be found from the Company’s website at www.land-general.com.

Code of Conduct

The Company has adopted a Code of Conduct for Directors relating to ethical practices. A separate set of Code of Ethical Practicesrelating to Group’s business operations was formulated for staff and employees. The Code of Conduct for Directors can be foundfrom the Company’s website at www.land-general.com.

Roles and Responsibilities

The roles of the Chairman and the Managing Director are clearly defined, with each carrying out his duties and responsibilities withinthe Company. The Chairman heads the Board and is responsible for ensuring the effectiveness of the Board. The Managing Directorhas overall executive responsibility for the day-to-day business operations and the implementation of the Board’s decisions.

The details of the roles and responsibilities of the Chairman and Managing Director are clearly stated in the Board Charter of theCompany.

In furtherance of their duties, all Directors have access to the advice and service of the Company Secretaries, the Internal Auditorsand, if so required, independent professional advisers, at the Company’s expense.


(CONT’D)



Independent Directors

The Independent Non-Executive Directors are independent of management and are free from any business or other relationship withthe Company which could interfere with the exercise of their independent judgment. This ensures an unbiased and independentview in the decision-making process.

The Board, in principle, agreed that the tenure of an independent director should not exceed a cumulative term of 9 years as longtenure may impair independence.

However, on exceptional circumstances, the Board would seek shareholders’ approval at the Company’s annual general meeting toobtain shareholders’ mandate for an independent director who had served more than 9 years to continue in office as independentdirector after making the necessary assessment on the performance of the said independent director.

In accordance with Recommendation 3.1 of the MCCG 2012, the Board had conducted evaluation, reviewed and assessed theperformance and independence of all the Independent Directors including Dato’ Ir Dr A Bakar Jaafar who has served the Board fora cumulative term of more than 9 years and was satisfied that all the Independent Directors met with the independence criteriastated under Paragraph 1.01 of the Main Market Listing Requirements (“Listing Requirements”) of Bursa Malaysia Securities Berhad(“Bursa Securities”).

Board Meetings

Dates for Board meetings are scheduled in advance before the end of the previous financial year to enable Directors to plan aheadand fit the year’s meetings into their own schedules. Board meetings are held every quarter and additional meetings are convenedas and when necessary. Additional Board meetings are held when there are important corporate exercises or issues that requireurgent consideration or decision of the Board. During the financial year ended 31 March 2014, a total of seven (7) Board Meetingswere held.

At the quarterly Board Meetings, the Board reviews inter alia, the business issues and performance of the Group via the ManagingDirector’s Report as well as approves the quarterly financial results of the Group. The Board also notes the decisions, recommendationsand issues deliberated by the Board Committees through the minutes of these committees.

The attendance of Board Meetings of each of the current Director held during the financial year ended 31 March 2014 is as follows:

Directors No. of Meetings attended/held

Dato’ Hj Zainal Abidin Putih 7/7Low Gay Teck 7/7Ferdaus Mahmood 7/7Dato’ Ir Dr A Bakar Jaafar 7/7Dato’ Hj Ikhwan Salim Dato’ Hj Sujak 7/7YM Tengku Maruan Tengku Ariff 6/7Hoong Cheong Thard 6/7Chiu Andrew Wah Wai^ Not applicableWing Kwan Winnie Chiu* 2/7

Note:

^ Chiu Andrew Wah Wai was appointed as Non-Independent Non-Executive Director on 1 April 2014.

* Wing Kwan Winnie Chiu vacated her position as Non-Independent Non-Executive Director pursuant to Article 92(e) of theArticles of Association of the Company and Paragraph 15.05(3)(c) of the Listing Requirements on 31 March 2014.

To ensure effective conduct of Board Meetings, a structured formal agenda and Board Meeting papers relating to the agenda arecirculated to all Directors prior to each Board Meeting. Board Meeting papers include progress reports on operations, quarterly resultsof the Group and the Company, financial and corporate proposals and minutes of the Board Committees. The Directors are thusgiven sufficient time to peruse the matters that will be tabled at the Board Meetings to enable them to participate in the deliberationsof the issues to be raised and to make informed decisions.



Corporate GovernanceStatement(CONT’D)

Board Meetings (cont’d)

Senior Management are invited to attend Board Meetings to furnish additional details or clarification on matters tabled for the Board’sconsideration. Advisers and professionals appointed by the Company in relation to corporate exercises were invited to attend theBoard Meetings to provide explanations or clarifications and advice to the Directors.

The Board appointed qualified Company Secretaries to support the Board in carrying out its roles and responsibilities. The CompanySecretary attends all Board Meetings as well as Board Committee Meetings and ensures that accurate and proper records of theproceedings of such meetings are kept.

Board Committees

To assist the Board in the discharge of its duties effectively, the Board has delegated certain functions to the following BoardCommittees, each operating within clearly defined terms of reference and the details of which could be found in the Board Charter,a copy of which is posted on the Company’s website.

Here are the summary of key functions of the Company’s Board Committees and activities which had taken place.

i) Audit Committee

The Audit Committee, comprising wholly Non-Executive Directors with a majority being Independent Directors, is responsiblefor reviewing and monitoring the work of the Group’s internal audit function as well as ensuring that an objective professionalrelationship is maintained with the external auditors. Further details of the Audit Committee are contained in the Audit Committee’sReport in the next section of this Annual Report.

ii) Nominating Committee

The Nominating Committee consists exclusively of Non-Executive Directors with a majority being Independent Directors.

The Nominating Committee is authorised to identify and recommend the appointment of new directors to the Board. However,decisions on the appointment of new directors are made by the Board of the Company.

The Nominating Committee undertakes an annual review of the contribution of each Director through a self-assessment exercise.Upon completion of the review and assessments, the Nominating Committee submits its comments and recommendations tothe Board for further discussion and/or approval, whichever is appropriate.

Further, the Nominating Committee has undertaken a Board and Board Committees assessment to evaluate the Board’seffectiveness as a whole and the independence of the Independent Directors including Dato’ Ir Dr A Bakar Jaafar who has servedin that capacity for more than nine years.

The Nominating Committee met thrice (3) during the financial year under review. The attendance of the Nominating Committeemembers is as follows:-

Nominating Committee members No. of Meetings attended/held

1. Dato’ Haji Zainal Abidin Putih 3/32. Dato’ Ir. Dr A. Bakar Jaafar 3/33. Wing Kwan Winnie Chiu# 1/2

Note : # Appointed as member of the Committee on 10 July 2013 and ceased as member on 31 March 2014.

iii) Remuneration Committee

The Remuneration Committee, which comprises entirely Non-Executive Directors, is authorised to review, assess and recommendto the Board the remuneration of the Executive and Non-Executive Directors in all forms, using other independent professionaladvice as necessary.

The Board appointed a Managing Director and an Executive Director to assist the Board in running the day-to-day operations ofthe Group. The remuneration of the Managing Director and Executive Director were determined based on their leadership skills,knowledge, experience, performance and the Group’s performance, both financial and operational.


(CONT’D)



iii) Remuneration Committee (cont’d)

The remuneration of the Non-Executive Directors was determined by the Board as a whole based on their time commitment,number of scheduled meetings and contribution to the Company.

The Board has not formalised any formal written policy and procedures for Directors’ remuneration and would consider it at anappropriate time in future.

The Remuneration Committee met twice (2) during the financial year under review. The attendance of the RemunerationCommittee members is as follows:-

Remuneration Committee members No. of Meetings attended/held

1. Dato’ Ir Dr A Bakar Jaafar 2/22. Hoong Cheong Thard 1/23. Wing Kwan Winnie Chiu^^ 1/1

Note : ^^Appointed as member of the Committee on 10 July 2013 and ceased as member on 31 March 2014.

Re-election of Directors

In accordance with the Articles of Association of the Company, all Directors who are appointed by the Board are subject to electionby shareholders of the Company at the first Annual General Meeting (“AGM”) after their appointment. The Articles of Associationalso provide that one-third of all the remaining Directors must retire from office at every AGM and, if eligible, may offer themselvesfor re-election. This provides an opportunity for shareholders to renew the mandates of each Director. The election of each Directoris voted on separately at the shareholders meeting.

Appointment of Director

The Board as a whole makes decision on appointment of Director, upon recommendation by the Nominating Committee.

The Nominating Committee shall undergo a selection and nomination process when determining the suitability of the potentialcandidates considering the potential candidates’ expertise that can complement the experiences, backgrounds and perspectives ofthe Board and also to make positive contribution to the Board’s performance.

When recommending candidate to the Board for appointment as new director, the Nominating Committee would consider the followingaspects of a candidate:(i) skills, knowledge, expertise and experience;(ii) professionalism;(iii) integrity;(iv) time commitment; and (v) in the case of independent Director, the candidate’s ability to discharge such responsibilities/functions as expected from

Independent Non-Executive Directors.

The Nominating Committee would also consider, in making its recommendation, candidates for directorship proposed by theChairman, Chief Executive/Managing Director and within the bounds of practicability, by any other senior executive or any directoror major shareholder.

On 1 April 2014, Mr Chiu Andrew Wah Wai who was nominated by Mayland Parkview Sdn Bhd, the major shareholder of L&G, wasappointed as Non-Independent Non-Executive Director of the Company.

Orientation Program, designed specifically to the newly appointed Director, shall be provided to effectively supply useful informationof the Board and the Company to the said Director.

Directors’ Training

All current Directors of the Company have attended the Mandatory Accreditation Programme (“MAP”). Newly appointed Director isrequired to attend MAP and shall be invited to attend an in-house orientation programme.




Directors’ Training (cont’d)

The Directors also attend relevant training programmes conducted by external experts. In addition to this, internal management shall,from time to time, provide updates regarding any latest amendments pertaining to the Listing Requirements of Bursa Securities andstatutory provisions or new regulations and accounting standards imposed by the relevant authorities.

During the financial year under review, the Nominating Committee had assessed the training need of the Directors and recommendedan In-house Directors’ training on the topics “Proposed New Companies Bill 2013” and “Proposed Goods and Services Tax”. Thesaid training was conducted by Tricor Knowledge House Sdn Bhd.

The Directors are also encouraged to attend other appropriate directors’ trainings to equip themselves with the knowledge to dischargetheir duties more effectively and to keep abreast of developments in the marketplace.

The training programmes which were attended by the existing Directors of L&G during the financial year were as stated below.

Dato’ Hj Zainal Abidin Putih

• Briefing on Shariah Governance Framework – CIMB Group 3 April 2013• CIMBG – 5th Regional Compliance, Audit & Risk conference – CIMB Group 14 & 15 June 2013• Perdana Leadership Foundation CEO Forum 2013 “Better Times Ahead for Malaysia ?

Predictions, Trends and Outlook for 2013-2014” 18 June 2013• CIMB Annual Asia Pacific Conference 19 June 2013• Australia All Energy 2013 Exhibition & Conference 8 & 9 October 2013• 2013 Directors Continuing Education Forum – Dutch Lady Milk Industries Berhad 29 October 2013• CIMBG Annual Management Summit – Differentiating CIMB 22 & 23 November 2013• TNB Board Break-out session 4 December 2013• L&G In-house Directors’ Training

- Proposed New Companies Bill 2013 and Proposed Goods and Services Tax 8 January 2014• BNM – FIDE FORUM Dialogue with Governor – Economic and Financial Services Sector:

Trends and Challenges Moving Forward 24 March 2014

Low Gay Teck

• How you can get rich from the Property Market ( by Low Gay Teck - speaker) 10 April 2013• New Frontiers in Malaysian Real Estate Investment 11 May 2013• Perdana Leadership Foundation CEO Forum 2013 “Better Times Ahead for Malaysia ?

Predictions, Trends and Outlook for 2013-2014” 18 June 2013• 10th ASEAN Leadership Forum 18 July 2013• The 16th National Housing and Property Summit 2014 27 & 28 August 2013• Smart Investment in Property Seminar – Post GE 13 – Where ? 7 September 2013• Breakfast with Board Chairmen – Corporate Governance panel discussion 11 September 2013• Asian Infrastrature & Property Summit 2013 21 & 22 October 2013• L&G In-house Directors’ Training

- Proposed New Companies Bill 2013 and Proposed Goods and Services Tax 8 January 2014• Corporate Outlook 2014: Navigating Challenges & Cross-Border Investment Opportunities 20 February 2014

Ferdaus Mahmood

• Corporate Governance Seminar – Bursa Malaysia 30 April 2013• REHDA Annual Delegates Conference 2013 15 June 2013• FIABCI – Challenge in Hillsite development and new guidelines for Hillsite development 3 July 2013• The 16th National Housing & Property Summit 2013 27 & 28 August 2013• FIABCI - Real Estate Law & Policy 4 September 2013• Advocacy Session on Corporate Disclosure for Directors 5 September 2013• FIABCI - Malaysia Smart Investment in Property Seminar (IX) 2013 7 September 2013• Reals Estate CEO Forum 19 September 2013• FIABCI – Budget 2014 6 November 2013• L&G In-house Directors’ Training

- Proposed New Companies Bill 2013 and Proposed Goods and Services Tax 8 January 2014• Corporate Outlook 2014: Navigating Challenges & Cross-Border Investment Opportunities 20 February 2014


(CONT’D)



Directors’ Training (cont’d)


• L&G In-house Directors’ Training- Proposed New Companies Bill 2013 and Proposed Goods and Services Tax 8 January 2014

Dato’ Hj Ikhwan Salim Dato’ Hj Sujak

• L&G In-house Directors’ Training- Proposed New Companies Bill 2013 and Proposed Goods and Services Tax 8 January 2014


• Companies Bill – What you need to know - MAICSA seminar 27 March 2014

Hoong Cheong Thard

• Fourth Annual Hong Kong Investor Summit (by Mr Hoong Cheong Thard - speaker) 13 - 16 May 2013• Barclays Select Series 2013: Asia Financial & Property Conference 23 May 2013• Asia Debt Capital Markets Forum - Debt Financing in the post QE world 14 November 2013

Directors’ Remuneration

The Executive Directors’ remuneration comprises basic salary and allowances including other customary benefits made available bythe Group. Any salary review takes into account market rates and the performance of the individual and the Group.

The Non-Executive Directors’ remuneration comprises fees that are linked to their expected roles and level of responsibilities. TheDirectors’ annual fees, which are determined by the Board as a whole, are approved by shareholders of the Company at each AGM.

The aggregate remuneration of the Directors of the Company categorised into appropriate components for the financial year ended31 March 2014 was as follows:

Directors Fees Meeting Allowance Emoluments Benefits in kind TotalRM RM RM RM RM

Executive - - 1,402,824 70,710 1,473,534Non-Executive# 344,168 45,900 - - 390,068

The number of Directors of the Company whose total remuneration falls within the respective bands for the financial year ended 31March 2014 is as follows:

Number of DirectorsBand Executive Non-Executive

RM50,000 and below - #3RM50,001 to RM100,000 - 3 RM100,001 to RM150,000 - 1RM450,001 to RM500,000 1 -RM950,001 to RM1,000,000 1 -

Note: #Include two (2) Non-Independent Non-Executive Director who resigned on 3 June 2013 and vacated office on 31 March 2014, respectively




Financial Reporting

The Board aims to present a balanced and understandable assessment of the Group’s financial position and prospects in all theirreports to shareholders, investors and regulatory authorities. The assessment is achieved primarily through the quarterly financialresults and by both the Chairman’s Statement and Management Discussion and Analysis which are contained in the Annual Report.The quarterly financial results are reviewed by the Audit Committee and approved by the Board before being released to BursaSecurities.

The Directors are also responsible for keeping proper accounting records, which disclose with reasonable accuracy at any time thefinancial position of the Group, and for ensuring that the financial statements comply with the Companies Act, 1965 and applicableapproved Accounting Standards in Malaysia.

Internal Controls

The Directors acknowledge their responsibility to maintain a sound system of internal controls covering not only financial controlsbut also operational and compliance controls as well as risk management. This system is designed to manage, rather than eliminate,the risk of failure to achieve the Group’s corporate objectives, as well as to safeguard shareholders’ investments and the Group’sassets. The Board seeks regular assurance on the continuity and effectiveness of the internal control system through independentreview by the internal and external auditors.

In 2007, a new Enterprise Risk Management (“ERM”) framework was introduced and details of the ERM framework are disclosedin the Statement on Risk Management and Internal Control in the following section of this Annual Report.

Relationship with External Auditors

The Group has established a transparent and professional relationship with the external auditors primarily through the Audit Committeeand the Board.

The Audit Committee has met with the external auditors in relation to the audit of the annual financial statements without the presenceof the Executive Directors and Management thrice (3) in respect of the financial year under review. The external auditors are invitedto attend the annual general meetings of the Company and are available to answer shareholders’ queries on the conduct of the auditand the preparation and content of the audit report. The external auditors are also invited to attend other shareholders’ meetings ofthe Company to keep themselves informed of the status of the Company’s corporate exercises.

Relationship with Shareholders and Investors

The Board recognises the importance of timely dissemination of information to shareholders and investors to ensure that they arewell informed of all major developments of the Company and the Group. Such information is communicated to shareholders andinvestors through various disclosures and announcements to the Bursa Securities, including the quarterly financial results, annualreports and where appropriate, circulars and press releases.

The AGM represents the principal forum for dialogue and interaction with shareholders. At every AGM, the Board encourages andwelcomes participation from shareholders to ask questions regarding the resolutions being proposed at the meeting and also othermatters pertaining to the business activities of the Group. The Directors, Senior Management Personnel and the external auditorsare present during these meetings to respond to questions raised by shareholders.

At the 50th AGM held on 25 September 2013, the shareholders were informed their right to demand a poll at the opening of theAGM. Following that, the Managing Director, Executive Director and Chief Financial Officer of the Company gave a slide presentationto the shareholders on the Group’s operating and financial performance for the financial year under review which included up-to-date operating activities of the Group.

In compliance with the Listing Requirements of Bursa Securities, all announcements made by the Company to Bursa Malaysia witheffect from January 2009 such as the Group’s quarterly financial results, annual reports and other mandatory announcements aremade available at the Company’s website: www.land-general.com.


(CONT’D)



The website also contains current corporate and non-financial information to provide general information and the on-going businessactivities of the Group.

YBhg Dato’ Ir Dr A Bakar Jaafar is the Senior Independent Director of the Company to whom concerns or queries regarding theGroup can be directed.

Address : YBhg Dato’ Ir Dr A Bakar Jaafar c/o Land & General Berhad 8trium, Level 21 Menara 1 Jalan Cempaka SD 12/5 Bandar Sri Damansara 52200 Kuala LumpurEmail : [email protected]

In addition, to enable the public to forward queries to the Company, the aforesaid Company’s website contains the names, contactemail addresses and telephone numbers of the following personnel:

Mr KC NgChief Financial OfficerTelephone No: 03-6279 8030Fax No: 03-6272 5916Email: [email protected]

Ms Lee Siw YengSecretaryTelephone No. 03-6279 8183Fax No: 03-6277 7061Email: [email protected]



Statement ofDirectors’ ResponsibilitiesIN RESPECT OF THE AUDITED FINANCIAL STATEMENTS

Directors are required by company law to prepare financial statements for each financial year which give a true and fair view of thestate of affairs of the Group and of the Company at the end of the financial year and of the results of the Group and of the Companyof the financial year then ended.

In preparing the financial statements for the year ended 31 March 2014, the Directors have:

• adopted suitable accounting policies and then applied them consistently;• made judgements and estimates that are prudent and reasonable;• ensured applicable accounting standards have been followed, subject to any material departure and explained in the financial

statements; and• prepared the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the

Company will continue in business.

The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financialposition of the Group and of the Company and to enable them to ensure that the financial statements comply with the CompaniesAct, 1965. The Directors are also responsible for safeguarding the assets of the Group and of the Company and, hence, for takingreasonable steps for the prevention and detection of fraud and other irregularities.



Additional Compliance Information

• Material Contracts

There were no other material contracts subsisting at the end of the financial year entered into since the end of the previousfinancial year by the Company and its subsidiaries which involve the interests of Directors and major shareholder except asdisclosed under Note 37 to Note 38 to the Audited Financial Statements.

• Sanctions and/or Penalties Imposed

There were no fines or sanctions imposed on the Company and its subsidiaries, Directors or management by the relevantregulatory authorities.

• Non-audit Fee

The amount of non-audit fee payable to the external auditors for the financial year ended 31 March 2014 has been reflectedunder Note 8 to the Audited Financial Statements.

• Total ICULS converted during the financial year

During the financial year ended 31 March 2014, a total of 37,503,900 ICULS were converted into 37,219,400 ordinary sharesand the total issued and paid up capital were 635,523,930 ordinary shares of RM0.20 each and RM127,104,786.00.

• Status of utilisation of proceeds raised from corporate proposals

(a) ICULS fund raising

As at 21 July 2014, the total proceeds of RM77,779,589 arising from the rights issue of ICULS were utilised as follows:-

Purposes Proposed Actual Balance Intended timeframeutilisation utilisation unutilised for utilisation from

RM’000 RM’000 RM’000 completion date

Funding for Proposed Acquisition 67,049 59,801 7,248 Within 24 monthsof office tower at Putrajaya

Working capital 9,730 9,730 - Within 12 months

Estimated expenses relation to the 1,000 1,000 - Within 6 monthssaid corporate exercise

Total 77,779 70,531 7,248

(b) Cash proceeds received from ICULS conversion

As at 21 July 2014, the Company has received cash proceeds of RM13,444,572 in respect of 103,419,786 ICULS forconversion and a non-monetary conversion for 569,000 ICULS, which was converted into 103,704,286 ordinary shares ofRM0.20 each. Of the said cash proceeds, the unutilised balance as at 21 July 2014 amounted to RM5,816,163, whilst theremaining have been fully utilised for day-to-day operations such as employees remuneration, statutory related expensesand other administrative expenses.



Audit CommitteeReport

The Audit Committee was established on 8 August 1991 to act as a Committee of the Board to fulfill its fiduciary responsibilitiesrelating primarily to business ethics, policies and practices, and financial management and controls.

MEMBERS AND MEETINGS

The Audit Committee held 6 meetings during the financial year ended 31 March 2014. The members of the Audit Committee andthe record of their attendance are as follows:

No. of Meetings Audit Committee Position on the Board attended/held

1 Dato’ Hj Ikhwan Salim Dato’ Hj Sujak Chairman of Audit Committee 6/6 Independent Non-Executive Director2 Dato’ Ir Dr A Bakar Jaafar Senior Independent Non-Executive Director 6/63 Mr Hoong Cheong Thard Non-Independent Non-Executive Director 5/6

TERMS OF REFERENCE

The terms of reference of the Audit Committee are as follows:

Membership

1. The Audit Committee shall be appointed by the Board from amongst their number and shall consist of at least three members,all of whom must be non-executive directors, with a majority of them being independent directors.

2. At least one member of the Audit Committee:

a) must be a member of the Malaysian Institute of Accountants (“MIA”); orb) if he is not a member of the MIA, he must have at least three (3) years’ working experience and:-

• Must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967; or• Must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Accountants

Act 1967; orc) fulfils such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad.

3. The members of the Audit Committee shall elect a Chairman from amongst their number who shall be an Independent Non-Executive Director.

4. In the event of any vacancy in the Audit Committee, within three (3) months of that event, the Board shall appoint new membersto make up the minimum number of three (3) members.

5. No alternate director is to be appointed as a member of the Audit Committee.

6. The term of office and performance of the Audit Committee and each of its members shall be reviewed by the Board at leastonce every three (3) years.

Authority

The Audit Committee is authorised by the Board:

1. To investigate any activity within its terms of reference;

2. To have the resources required to perform its duties;

3. To have full and unrestricted access to information pertaining to the Company and the Group;

4. To have unrestricted access to both the internal and external auditors and to all employees of the Group;

5. To have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity(if any);

6. To have the right to obtain external legal or other independent professional advice as necessary; and

7. To be able to convene meetings with the external auditors, the internal auditors or both, excluding the attendance of otherdirectors and employees, whenever deemed necessary.


(CONT’D)


Audit CommitteeReport

TERMS OF REFERENCE (cont’d)

Functions

The functions of the Audit Committee shall be:

1. To review with the external auditors and report to the Board:• the audit plan, its scope and nature;• the result of their evaluation of the system of risk management and internal controls;• their audit reports, to ensure that their recommendations regarding management weaknesses are implemented;• the annual financial statements and recommend the adoption of the financial statements; and• the audit fees.

2. To review with the internal auditors and report to the Board:• the Group’s risk management and internal control procedures, including organisational and operational controls;• the internal audit’s scope of work, functions, competency and resources and that it has the necessary authority to carry out

its work;• the Annual Audit Plan;• the results of audit findings and other relevant reports;• the assistance given by the Company’s officers to the internal auditors;• the regular management information and to ensure that audit recommendations regarding management weaknesses are

effectively implemented; and• any related party transactions and conflict of interest situation that may arise within the Company and the Group including

any transaction, procedure or course of conduct that raise questions of management integrity.

3. To review, approve and note the following relating to the internal audit function:• To review any appraisal or assessment of the performance of members (or the independent professional service provider

firm as the case may be) of the internal audit function;• To approve any appointment or termination of senior staff members (or the independent professional service provider firm

as the case may be) of the internal audit function; and• To note resignation of internal audit staff members (or the independent professional service provider firm as the case may

be) and providing the staff members (or the independent professional service provider firm as the case may be) anopportunity to submit his/their reasons for resigning.

4. To review the Group’s quarterly financial results and year ended financial statements, prior to the approval by the Board ofDirectors focusing particularly on:i) changes in or implementation of major accounting policy and practices;ii) significant and unusual events; iii) significant audit issues and adjustments arising from audit;iv) going concern assumption;v) compliance with approved accounting standards and other legal requirements; andvi) compliance with Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

5. To review and recommend the appointment of the external auditors.

6. To review on any removal or resignation of the external auditors.

7. To undertake such other functions as may be agreed to by the Audit Committee and the Board.

Meetings

1. Meetings shall be held not less than four (4) times in each financial year.

2. The quorum for each meeting shall be two (2) members, provided that the majority of members present at the meeting must beIndependent Directors.

3. The Managing Director, Executive Director, Chief Financial Officer, Group Financial Controller, and Internal Auditors shall normallyattend the meetings. Other Board members and employees may attend the meetings upon the invitation of the Audit Committee.

4. At least twice a year, the Audit Committee shall meet with the external auditors without the presence of Management andExecutive Directors.

5. The Company Secretary shall be the Secretary of the Audit Committee. Minutes of each meeting shall be kept and distributedto each member of the Audit Committee and of the Board.

6. The Chairman of the Audit Committee shall report on each meeting to the Board.



Audit CommitteeReport(CONT’D)

SUMMARY OF ACTIVITIES OF THE INTERNAL AUDIT FUNCTION AND THE AUDIT COMMITTEEFOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

Internal Audit Function

The internal audit function of the Group was carried out by Bridge Corporate Advisory Sdn. Bhd., an independent professional servicesprovider whose principal responsibility is to undertake regular and systematic reviews of the system of internal controls, so as toprovide reasonable assurance that such systems continue to operate effectively and efficiently. The Internal Audit function is to assistthe Board and the Audit Committee to evaluate the system of internal control and to provide their recommendation to the Board andthe Management for further improvement.

The Internal Auditors had carried out audits according to the internal audit plan. The following activities were carried out during thefinancial year:-

1. Reviewed the system of internal controls and key operating processes based on the approved annual plan and recommendingimprovements to the existing system of controls;

2. Ascertained the extent of compliance with established policies, procedures and statutory requirements;

3. Ascertained the extent to which the Company’s and the Group’s assets are accounted for and safeguarded from losses of allkinds;

4. Carried out ad hoc audit assignments and special reviews; and

5. Identified opportunities to improve the operations of and processes within the Group.

During the financial year, the costs incurred for the internal audit function was RM87,440.00.

Summary of Activities of the Audit Committee

For the financial year ended 31 March 2014, the Audit Committee performed its duties as set out in its terms of reference.

The main activities undertaken by the Audit Committee were as follows:-

1. Reviewed the Statement on Risk Management and Internal Control pursuant to the Listing Requirements of Bursa Securities;

2. Reviewed the updated risk profile of the Group and the adequacy and integrity of the internal control systems to manage theserisks;

3. Reviewed the external auditors’ scope of work and audit plan for the year;

4. Reviewed the audit plans for the Group prepared by the internal auditor;

5. Reviewed the internal audit reports, recommendations and management’s response, and discussed actions taken withManagement to improve the internal control system based on internal audit findings;

6. Reviewed related party transactions entered into by the Group and the draft proposal to seek shareholders’ mandate pursuantto the Listing Requirements of Bursa Securities;

7. Reviewed the quarterly unaudited financial results of the Company and the Group before recommending them for the Board’sapproval for announcement to Bursa Securities;

8. Reviewed the audited financial statements of the Company and the Group prior to the submission to the Board for theirconsideration and approval (to ensure that the audited financial statements were drawn up in accordance with the provisions ofthe Companies Act, 1965 and the applicable Financial Reporting Standards in Malaysia); and

9. Had three (3) sessions of discussion with the External Auditors without the presence of the executive Directors and managementpersonnel.

DATO’ HJ IKHWAN SALIM DATO’ HJ SUJAKChairman of Audit Committee

11 July 2014



Statement on Risk Management and Internal Control

INTRODUCTION

The Malaysian Code on Corporate Governance requires listed companies to maintain a sound system of risk management and internalcontrols to safeguard shareholders’ investments and the Group’s assets. Pursuant to paragraph 15.26(b) of the Listing Requirementsof Bursa Malaysia Securities Berhad, the Board of Directors are required to include a statement in the Annual Report on the state ofthe Group’s risk management and internal controls for the financial year under review as set out in the “Statement on RiskManagement and Internal Control: Guidance for Directors of Public Listed Issuers” issued by the Institute of Internal Auditors Malaysia.

BOARD’S RESPONSIBILITY

The Board recognises the importance of a sound system of risk management and internal control to safeguard shareholders’investment and the Group’s businesses and assets. The Board acknowledges its primary responsibility to ensure that risks in theGroup are identified, measured and managed with appropriate system of risk management and internal controls, and to ensure thatthe effectiveness, adequacy and integrity of the risk management and internal control systems are reviewed on an on-going basis.The review covers, inter alia, financial, operational and compliance system controls and risk management procedures of the Group.However, such procedures are designed to manage rather than to eliminate risks that may impede the achievement of the Group’sbusiness objectives. Accordingly, the systems can only provide reasonable, and not absolute, assurance against material errors,misstatement, losses or fraud.

The Group has in place an on-going process for identifying, evaluating and managing significant risks that may affect the achievementof business objectives for the year and up to the date of this report. The top five risks are reported to the Board on regular basis fortheir deliberation.

ENTERPRISE RISK MANAGEMENT (ERM)

The Board has adopted the Enterprise Risk Management (“ERM”) review on its operating units. Each head of their respective operatingunit will identify inherent risks, appropriate measures to achieve the overall objectives of the operating units. These will be compiledinto a risk register which will be tabled to senior management and internal auditors for review and to cover matters such asidentification and responses to address significant risks, changes to internal control systems and output from monitoring processes.The Board monitors the principal risks of the Group through senior management and the Audit Committee.

The ERM policy is mandatory for all operating units and forms an integral part of good management practice for the Group. Itspurpose is to foster a proactive risk management culture within the Group’s companies and departments.

As at the date of the annual report, the ERM framework and the Group risk profile are subject to periodic reviews as and whennecessary.

INTERNAL AUDIT FUNCTIONS

The internal audit function of the Group is carried out by Bridge Corporate Advisory Sdn Bhd, an independent professional servicesprovider which supports the Board with much of the assurance it requires regarding the adequacy and effectiveness of the Group’ssystem of controls, procedures and operations.

Internal audits are undertaken to provide independent assessments of the adequacy, efficiency and effectiveness of the Group’sinternal control systems, and reports are made to the Audit Committee on a quarterly basis. The Audit Committee also has full accessto both internal and external auditors and receives reports on all audits performed.

The internal audit function reviews the internal controls in the key activities of the Group’s business based on the annual audit plan,which is presented to the Audit Committee for approval. Since the adoption of the risk policy, the internal audit function has takenon a risk-based approach when preparing its audit strategy and plans, after having considered the risk profiles of the operatingcompanies and divisions of the Group. The system of internal control has been structured in such a manner that it has providedreasonable assurance that the likelihood of a significant adverse impact on objectives arising from a future event or situation is at alevel acceptable to the business. It achieved this through a combination of preventive, detective and corrective measures.

The audit reports that were tabled to the Audit Committee for their deliberation on quarterly basis include management’s responseand corrective actions taken or to be taken in regards to the specific findings and recommendations. The Management as a wholeis responsible for ensuring that the necessary corrective actions on reported weaknesses are promptly taken. The Audit Committeepresents its findings regularly to the Board.



Statement on Risk Management and Internal Control(CONT’D)

OTHER KEY ELEMENTS OF INTERNAL CONTROL

The other key elements of the Group’s internal control system that are regularly reviewed by the Board through the Audit Committeeare described below:

• Defined appropriate level of delegation and reporting lines of responsibilities to committees of the Board and to Management,including organisational structures and appropriate authority levels;

• Documented internal policies and procedures set out in the Group Procedures & Authorities (GPA) Manual, which arecontinuously reviewed and improved upon to reflect changes in business structures and processes. This provides a soundframework of authority and accountability within the organisation and facilitates proper corporate decision making at theappropriate level in the organisation’s hierarchy;

• Regular reports including key operating statistics from the Management on the performance of operating units;• A detailed budgeting process requires all operating units to prepare budgets annually which are reviewed and approved by the

Board;• Deliberation and approval on the quarterly financial information which have been reviewed by the Audit Committee;• The risk management and control framework is ensured that it is embedded into the culture, processes and structures of the

Group, where the framework is responsive to changes in the business environment and clearly communicated to all levels; and• In respect of material joint ventures and associated companies, the conduct of the Board’s representations from the Group is to

oversee the administration, operations, performance and executive management of these companies. Financial and operationalinformation of these companies is provided regularly to the Management of the Group.

REVIEW OF THE STATEMENT BY EXTERNAL AUDITORS

The external auditors have reviewed the Statement on Risk Management and Internal Control included in the annual report of theGroup for the financial year ended 31 March 2014 and reported to the Board that nothing has come to their attention that causesthem to believe the Statement is inconsistent with their understanding of the process adopted in the review of the adequacy andintegrity of internal control of the Group.

CONCLUSION

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

The Board is of the view that risk management and internal control system in place for the year under review and up to the date ofissuance of the financial statements, is adequate and effective to safeguard shareholders’ investments and the Group’s businessesand assets. Notwithstanding this, reviews of all control procedures will be continuously carried out and improvements of the existingsystem of risk management and internal controls will be made, taking into consideration of the changing business environment.



Corporate Social Responsibility

Corporate social responsibility (CSR) remains a priority to Land & General Berhad (L&G).

The Group believes that by embracing the principles of CSR in a holistic manner, from the way business activities are conductedthroughout its value chain to the endeavors carried out to enrich the lives of employees and members of communities where itoperates in, L&G will be able to deliver long-term and sustainable value to its shareholders and other stakeholders at large.

Towards this end, L&G and its subsidiary companies have continued to spearhead and support a wide spectrum of meaningful andrelevant CSR programmes, covering the areas of human capital development, environment conservation, community enrichmentand corporate governance.

The following is a report of CSR initiatives carried out by the Group during the financial year ended 31 March 2014.

Investing in human capital

L&G’s human capital is the single most important growth driver of the Group. In an effort to create employees with the right skills-setand mindset to facilitate its aim of becoming a brand to be reckoned with in the property sector, L&G has continued to invest in thetraining and development of its employees.

During the year under review, L&G employees at all levels were given the opportunity to participate in training programmes that wereconducted by industry professionals via classes, seminars and conferences. These training programmes cover diverse areas suchas property industry trends and developments, accounting and risk management best practices, sales and marketing techniques,new IT offerings as well as management skills.

In addition, L&G has also maintained its existing policy of offering study and exam leave to employees who are seeking to betterthemselves academically or technically.

In line with the age old saying that ‘health is wealth’, L&G coordinates health talk for the benefit of its employees. Along the samelines, the Group continued to provide funds in support of its L&G Sports Club.

L&G firmly believes in acknowledging and rewarding employees who have shown exemplary work attitude and loyalty. This is achievedthrough its annual Long Service Award, Health Award, Quality Award and Best Sales Award that were presented to deservingemployees at the Group’s Annual Dinner. At L&G’s Annual Dinner 2013, three employees received their 20-year Long Service Award,while one received the 15-year Award and three the 10-year Award.

Engaging communities, enriching lives

As part of being a socially responsible corporate citizen, L&G is mindful of the disadvantaged members of our society who are inneed of assistance and aid. Over the years, the Group and its subsidiaries have been engaging and assisting disadvantaged schools,orphanages, old folk’s homes, the disabled as well as charitable organisations with the aim of improving the lives of those less fortunate.

L&G and its employees had contributed in time, energy and friendship to residents of Kompleks Penyayang Bakti, a welfare homefor children and senior citizens in Bandar Sri Damansara. During the year under review, the much anticipated visit saw L&G employeesworking hand-in-hand with caretakers to spruce up the compound and surrounding areas of the home. Fun-filled games and activitieswere also organised for the senior citizens and children. Apart from fostering greater team spirit and a volunteerism mindset amongstthe L&G team, this activity also brought the L&G brand closer to its stakeholders.

The Group’s Education Division subsidiary, Lang Education Sdn Bhd, recorded a successful turn out for Sekolah Sri Bestari’s Rise‘n’ Run 2.0! that was held during the year. YB P. Kamalanathan a/l P. Panchanathan, Deputy Minister of Education II, was present toflag off the runners. The event was aimed at raising funds for charitable causes while promoting a healthy lifestyle. Its third edition,Rise ‘n’ Run 3.0! was held in August 2014.

Sri Damansara Club continued to provide assistance to the disabled community by extending its swimming pool facilities to disabledstudents of selected schools within the area in order for them to conduct their water therapy sessions. As at the end of the Group’s2014 financial year, there were a total of 149 children involved in the initiative.

Throughout the year, the Group and its subsidiaries also contributed in cash or in kind to various causes, activities and events thatbenefit the underprivileged.



Corporate Social Responsibility(CONT’D)

Embracing the Green Philosophy

Being a progressive and environmentally-conscious property developer, L&G aims to incorporate more and more environmentally-friendly best practices throughout the development process of its offerings, from the planning stage to projectexecution and maintenance.

As a case in point, the Group’s Damansara Foresta project showcases several eco-friendly features including a rain water harvestingsystem and a slope stabilisation system using high tensile wire netting system that enables natural vegetation to grow over it.

In terms of inculcating a “greener” mindset, L&G employees have also been inspired to be more pro-active in resources conservation.In addition to re-cycling paper in the office or switching off lights and electrical equipment during the lunch hour, employees werealso encouraged to share ideas and suggestions on ways to save energy and safeguard our environment.

Fostering sustainable business practices

L&G is single minded in its efforts in becoming a dynamic and important contributor to the Malaysian property industry. To achievethis, the Group strongly believes in conducting its business in a responsible, transparent and trustworthy manner backed by highstandards of corporate governance.

Towards this end, Management and employees of the L&G Group are required to adhere to the Code of Conduct and Ethical Practicethat was approved and formalised by the Board. The Group has also implemented a formal whistle-blowing policy and procedures.The Group’s commitment towards corporate governance are outlined in the Corporate Governance Statement on page 18 to page 25 in this Annual Report.


36 Directors’ Report

40 Statement by Directors

40 Statutory Declaration

41 Independent Auditors’ Report

43 Income Statements

44 Statements of Comprehensive Income

45 Statements of Financial Position

47 Consolidated Statement of Changes in Equity

48 Company Statement of Changes in Equity

49 Statements of Cash Flows

50 Notes to the Financial Statements

118 Supplementary Information

FINANCIALSTATEMENTS

L&G_FIN_Layout 1 8/18/14 12:39 PM Page 35


Directors’Report

The Directors have pleasure in presenting their report together with the audited financial statements of the Group and of the Companyfor the financial year ended 31 March 2014.

PRINCIPAL ACTIVITIES

The principal activities of the Company are investment holding, leasing of assets and provision of management services. The principalactivities of the subsidiaries are set out in Note 16 to the financial statements.

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

Results

Group Company RM’000 RM’000

Profit for the year 128,677 4,764

Attributable to:Equity owners of the Company 75,329 4,764 Non-controlling interests 53,348 -

128,677 4,764

There were no material transfers to or from reserves or provisions during the financial year other than as disclosed in the financialstatements of the Group and of the Company.

In the opinion of the Directors, the results of the operations of the Group and of the Company during the financial year were notsubstantially affected by any item, transaction or event of a material and unusual nature.

DIVIDENDS

No dividend was paid or declared by the Company since the end of the previous financial year.

On 28 May 2014, the Directors recommended a final single tier dividend of 2 sen per ordinary share of RM0.20 each in respect ofthe current financial year ended 31 March 2014, to be approved by the Company's shareholders at the forthcoming Annual GeneralMeeting. The financial statements for the current financial year do not reflect this dividend. This dividend, if approved by theshareholders, will be accounted for in equity as an appropriation of retained profits in the financial year ended 31 March 2015.

DIRECTORS

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

Dato' Hj Zainal Abidin Bin Putih (Chairman)Low Gay Teck (Managing Director)Ferdaus Bin Mahmood (Executive Director)Dato' Ir. Dr A Bakar JaafarDato' Hj Ikhwan Salim Bin Dato' Hj SujakTengku Maruan Bin Tengku AriffHoong Cheong ThardWing Kwan Winnie Chiu (vacated office on 31 March 2014)^Chiu Andrew Wah Wai (appointed on 1 April 2014)

^ Pursuant to Article 92(e) of the Company's Articles of Association and Paragraph 15.05(3)(c) of the Main Market ListingRequirements of Bursa Malaysia Securities Berhad.


(CONT’D)


Directors’Report

DIRECTORS (CONT’D)

In accordance with Article 93 of the Articles of Association of the Company, Ferdaus Bin Mahmood, Dato' Ir. Dr A Bakar Jaafar andTengku Maruan Bin Tengku Ariff retire at the forthcoming Annual General Meeting, and being eligible, offer themselves for re-election.

In accordance with Article 98 of the Articles of Association of the Company, Chiu Andrew Wah Wai retires at the forthcoming AnnualGeneral Meeting, and being eligible, offer himself for re-election.

DIRECTORS' BENEFITS

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

Since the end of the previous financial year, no Director has received or become entitled to receive a benefit (other than benefitsincluded in the aggregate amount of emoluments received or due and receivable by the Directors as shown in Note 6 to the financialstatements or the fixed salaries of full-time employees of the Company) by reason of a contract made by the Company or a relatedcorporation with any Director or with a firm of which the Director is a member, or with a company in which the Director has a substantialfinancial interest.

DIRECTORS' INTERESTS

According to the register of Directors' shareholdings, the interests of Directors in office at the end of the financial year in shares inthe Company during the financial year were as follows:

Number of Ordinary Shares of RM0.20 each1 April 2013 Acquired Disposed 31 March 2014

The Company

Direct Interest:Tengku Maruan Bin Tengku Ariff 2,000 - - 2,000

Indirect Interest:Wing Kwan Winnie Chiu 103,420,000 - - 103,420,000#

Number of Irredeemable Convertible Unsecured Loan Stocks of RM0.13 each ("ICULS")

1 April 2013 Acquired Disposed 31 March 2014

The Company

Indirect Interest:Wing Kwan Winnie Chiu - 240,371,000 - 240,371,000#

# Date of vacation of office.

Wing Kwan Winnie Chiu, by virtue of her indirect interest in shares and ICULS in the Company, is also deemed interested in sharesin all the Company's subsidiaries to the extent the Company has an interest.

No other Directors in office at the end of the financial year had any interest in shares or in debentures of the Company and its relatedcorporations during the financial year.



Directors’Report(CONT’D)

ISSUE OF SHARES

During the financial year, the issued and paid up share capital of the Company was increased by way of issuance of 37,219,400 newordinary shares of RM0.20 each pursuant to the conversion of 37,503,900 units of Irredeemable Convertible Unsecured Loan Stocks,details of which is disclosed in Note 28 of the financial statements.

The newly issued shares rank pari passu in all respects with the existing ordinary shares of the Company.

ISSUE OF IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS ("ICULS")

During the financial year, the Company issued 598,304,350 units of 1% 5-year ICULS of RM0.13 nominal value each pursuant tothe acquisition of one block of thirteen storey stratified office floors constructed on a piece of freehold land in Putrajaya by MapleDomain Sdn Bhd, its wholly owned subsidiary and for the working capital requirements of the Group.

The salient features of the ICULS are set out in Note 30 to the financial statements.

OTHER STATUTORY INFORMATION

(a) Before the income statements, statements of comprehensive income and statements of financial position of the Group and ofthe Company were drawn out, the Directors took reasonable steps:

(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance fordoubtful debts and satisfied themselves that all known bad debts had been written off and that adequate allowance hadbeen made for doubtful debts; and

(ii) to ensure that any current assets which were unlikely to realise their values as shown in the accounting records in theordinary course of business had been written down to an amount which they might be expected so to realise.

(b) At the date of this report, the Directors are not aware of any circumstances which would render:

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

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

(c) At the date of this report, the Directors are not aware of any circumstances which have arisen which would render adherence tothe existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.

(d) At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or financialstatements of the Group and of the Company which would render any amount stated in the financial statements misleading.

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

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

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

(f) In the opinion of the Directors:

(i) no contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve monthsafter the end of the financial year which will or may affect the ability of the Group or of the Company to meet their obligationswhen they fall due; and

(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financialyear and the date of this report which is likely to affect substantially the results of the operations of the Group or of theCompany for the financial year in which this report is made.


(CONT’D)


Directors’Report

SIGNIFICANT EVENTS

Details of significant events are disclosed in Note 37 to the financial statements.

SUBSEQUENT EVENTS

Details of subsequent events are disclosed in Note 38 to the financial statements.

AUDITORS

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

Signed on behalf of the Board in accordance with a resolution of the Directors dated 11 July 2014.

Low Gay Teck Ferdaus Mahmood


We, Low Gay Teck and Ferdaus Mahmood, being two of the Directors of Land & General Berhad, do hereby state that, in the opinionof the Directors, the accompanying financial statements set out on pages 43 to 117 are drawn up in accordance with the FinancialReporting Standards and the requirements of the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financialposition of the Group and of the Company as at 31 March 2014 and their financial performance and cash flows for the year thenended.

The supplementary information set out in Note 43 to the financial statements on page 118 to the financial statements, does not formpart of the financial statements. It is prepared in all material aspects, in accordance with Guidance on Special Matter No.1"Determination of realised and unrealised profits or losses in the context of disclosures pursuant to Bursa Malaysia Securities BerhadListing Requirements" as issued by the Malaysian Institute of Accountants and the directive of Bursa Malaysia Securities Berhad.

Signed on behalf of the Board in accordance with a resolution of the Directors dated 11 July 2014.

Low Gay Teck Ferdaus Mahmood


Statement by DirectorsPURSUANT TO SECTION 169(15) OF THE COMPANIES ACT, 1965

I, Chee Yuet Sin, being the officer primarily responsible for the financial management of Land & General Berhad, do solemnly andsincerely declare that the accompanying financial statements set out on pages 43 to 118 are in my opinion correct, and I make thissolemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act,1960.

Subscribed and solemnly declared bythe abovenamed Chee Yuet Sin atKuala Lumpur in the Federal Territory on 11 July 2014. Chee Yuet Sin

Before me,

PESURUHJAYA SUMPAH MALAYSIALT. KOL HJ JALIL BIN HJ ITHNIN (W592)TKT. 5, WISMA HARWANT106 JALAN TUANKU ABD RAHMAN50100 KUALA LUMPUR

StatutoryDeclarationPURSUANT TO SECTION 169(16) OF THE COMPANIES ACT, 1965


TO THE MEMBERS OF LAND & GENERAL BERHAD


IndependentAuditors’ Report

Report on the financial statements

We have audited the financial statements of Land & General Berhad, which comprise the statements of financial position as at 31March 2014 of the Group and of the Company, and the income statements, statements of comprehensive income, statements ofchanges in equity and statements of cash flows of the Group and of the Company for the year then ended, and a summary ofsignificant accounting policies and other explanatory notes, as set out on pages 43 to 117.

Directors’ responsibility for the financial statements

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

Auditors’ responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordancewith approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements, plan and performthe 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 financialstatements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’spreparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit alsoincludes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made bythe directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion, the financial statements give a true and fair view of the financial position of the Group and of the Company as at 31March 2014 and of their financial performance and cash flows for the year then ended in accordance with Financial ReportingStandards and the requirements of the Companies Act, 1965 in Malaysia.

Report on other legal and regulatory requirements

In accordance with the requirements of the Companies Act, 1965 ("Act") 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 itssubsidiaries 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’ report of the subsidiary of which we have not acted as auditors,which are indicated in Note 16 to the financial statements.

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

(d) The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification and in respect ofsubsidiaries incorporated in Malaysia, did not include any comment required to be made under Section 174(3) of the Act.



IndependentAuditors’ ReportTO THE MEMBERS OF LAND & GENERAL BERHAD (CONT’D)

Other reporting responsibilities

The supplementary information set out in Note 43 to the financial statements on page 118 is disclosed to meet the requirement ofBursa Malaysia Securities Berhad and is not part of the financial statements. The directors are responsible for the preparation of thesupplementary information in accordance with Guidance on Special Matter No.1 "Determination of realised and unrealised profits orlosses in the context of disclosure pursuant to Bursa Malaysia Securities Berhad Listing Requirements" as issued by the MalaysianInstitute of Accountants ("MIA Guidance") and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementaryinformation is prepared, in all material aspects, in accordance with the MIA Guidance and the directive of Bursa Malaysia SecuritiesBerhad.

Other matters

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

Ernst & Young Kua Choh LeangAF: 0039 No. 2716/01/15(J)Chartered Accountants Chartered Accountants

Kuala Lumpur, Malaysia11 July 2014


FOR THE YEAR ENDED 31 MARCH 2014


IncomeStatements

Group Company 2014 2013 2014 2013

Note RM’000 RM’000 RM’000 RM’000

Revenue 3 491,916 216,293 22,662 33,785 Other income 4 17,473 19,049 7,829 23,769 Raw materials and consumables used (564) (654) - - Property development expenditure recognised as expense 12(b) (252,303) (101,767) - - Changes in inventories (961) (2,762) - - Staff costs 5 (16,546) (14,750) (3,899) (3,777)Depreciation and amortisation (2,147) (1,663) (637) (663)Other expenses (55,965) (34,540) (18,099) (9,212)

Operating profit 180,903 79,206 7,856 43,902 Finance costs 7 (2,061) (1,717) (1,603) (1,410)Share of results of jointly controlled entity (4,083) (4,728) - -

Profit before tax 8 174,759 72,761 6,253 42,492 Income tax expense 9 (46,082) (15,584) (1,489) (3,405)

Profit for the year 128,677 57,177 4,764 39,087

Profit attributable to:Owners of the Company 75,329 43,969 4,764 39,087 Non-controlling interests 53,348 13,208 - -


Earnings per share attributable to owners of the Company (sen)Basic 10 12.29 7.35

Diluted 10 8.60 N/A



Statements ofComprehensive IncomeFOR THE YEAR ENDED 31 MARCH 2014

Group Company 2014 2013 2014 2013

Note RM’000 RM’000 RM’000 RM’000


Other comprehensive incomeOther comprehensive income to be reclassified

to profit or loss in subsequent periods:

Foreign currency translation differences for foreign operations (85) (68) - -

Realisation of foreign exchange reserve upon deconsolidation of a foreign subsidiary 16(iv) - 666 - -

Other comprehensive (expense)/income for the year (85) 598 - -

Total comprehensive incomefor the year 128,592 57,775 4,764 39,087

Total comprehensive income attributable to:Owners of the Company 75,244 44,567 4,764 39,087 Non-controlling interests 53,348 13,208 - -

Total comprehensive income for the year 128,592 57,775 4,764 39,087

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


AS AT 31 MARCH 2014


Statements ofFinancial Positions

Group Company 2014 2013 2014 2013

Note RM’000 RM’000 RM’000 RM’000

ASSETSNon-current assetsProperty, plant and equipment 11 82,401 72,306 846 468 Land held for property development 12(a) 26,815 30,954 - - Investment properties 13 96,266 34,413 25,727 19,673 Goodwill 14 12 12 - - Land use rights 15 57 58 52 53 Investments in subsidiaries 16 - - 197,475 202,761 Investments in associates 17 - - - - Investment in a jointly controlled entity 18 (12,335) (12,254) - - Other investments 19 4,487 5,118 4,287 4,992 Deferred tax assets 33 1,508 - 725 - Trade and other receivables 21 6 17,626 96,426 18,417

199,217 148,233 325,538 246,364

Current assetsProperty development costs 12(b) 96,229 142,246 - - Inventories 20 8,827 9,733 - - Trade and other receivables 21 77,179 25,322 32,485 30,182 Other current assets 22 176,920 50,016 393 233 Tax recoverable 200 979 - 2,130 Deposits, cash and bank balances 23 183,758 172,371 103,082 92,211

543,113 400,667 135,960 124,756 Non-current assets classified as held for sale 24 - 757 - -

543,113 401,424 135,960 124,756

TOTAL ASSETS 742,330 549,657 461,498 371,120



Statements ofFinancial PositionsAS AT 31 MARCH 2014 (CONT’D)

Group Company 2014 2013 2014 2013

Note RM’000 RM’000 RM’000 RM’000

EQUITY AND LIABILITIESEquity attributable to owners of the CompanyShare capital 28 127,105 119,661 127,105 119,661 Share premium 29 18,291 17,036 18,291 17,036 ICULS - equity component 30 70,831 - 70,831 - Retained profits 31 245,308 169,979 147,620 142,856 Other reserves 32 20,257 20,342 - -

481,792 327,018 363,847 279,553 Non-controlling interests 64,019 22,568 - -

Total equity 545,811 349,586 363,847 279,553

Non-current liabilitiesProvisions 25 35,162 33,712 35,162 33,712 Trade and other payables 26 39,401 15,935 - - Borrowings 27 7,264 57,234 316 78 Deferred tax liabilities 33 2,192 3,887 - - ICULS - liability component 30 2,537 - 2,537 -

86,556 110,768 38,015 33,790

Current liabilitiesProvisions 25 1,284 2,294 - - Trade and other payables 26 90,093 73,785 58,805 57,365 Borrowings 27 12,839 9,530 123 60 ICULS - liability component 30 364 - 364 - Tax payable 5,383 3,694 344 352

109,963 89,303 59,636 57,777

TOTAL LIABILITIES 196,519 200,071 97,651 91,567

TOTAL EQUITY AND LIABILITIES 742,330 549,657 461,498 371,120



Attributable to owners of the Company Non-distributable

Foreign Non- Share Share Capital exchange Retained controlling Total

capital premium reserve reserve profits Total interests equity RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

(Note 28) (Note 29) (Note 32(a)) (Note 32(b)) (Note 31)

At 1 April 2012 119,661 17,036 12,133 7,611 126,010 282,451 9,360 291,811

Total comprehensive income for the year - - - 598 43,969 44,567 13,208 57,775

At 31 March 2013 119,661 17,036 12,133 8,209 169,979 327,018 22,568 349,586

Attributable to owners of the Company Non-distributable

ICULS Foreign Non- Share Share - equity Capital exchange Retained controlling Total

capital premium component reserve reserve profits Total interests equity RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

(Note 28) (Note 29) (Note 30) (Note 32(a)) (Note 32(b)) (Note 31)

At 1 April 2013 119,661 17,036 - 12,133 8,209 169,979 327,018 22,568 349,586

Total comprehensive income for the year - - - - (85) 75,329 75,244 53,348 128,592

Issuance of shares by a subsidiary to a non-controlling interest - - - - - - - 250 250

Dividend payable to anon-controllinginterest of a subsidiary - - - - - - - (12,147) (12,147)

Transaction with ownersIssuance of ICULS - - 74,832 - - - 74,832 - 74,832 Conversion of ICULS 7,444 2,233 (4,692) - - - 4,985 - 4,985 Deferred tax effects

on ICULS - - 691 - - - 691 - 691 ICULS issuance

expenses - (978) - - - - (978) - (978)

Total transactions with owners 7,444 1,255 70,831 - - - 79,530 - 79,530

At 31 March 2014 127,105 18,291 70,831 12,133 8,124 245,308 481,792 64,019 545,811



Consolidated statementof Changes in Equity



Non-distributableICULS

Share Share - equity Retained Total capital premium component profits equity

RM’000 RM’000 RM’000 RM’000 RM’000 (Note 28) (Note 29) (Note 30) (Note 31)

At 1 April 2012 119,661 17,036 - 103,769 240,466

Total comprehensive income for the year - - - 39,087 39,087

At 31 March 2013 119,661 17,036 - 142,856 279,553

At 1 April 2013 119,661 17,036 - 142,856 279,553

Total comprehensive income for the year - - - 4,764 4,764

Transaction with ownersIssuance of ICULS - - 74,832 - 74,832 Conversion of ICULS 7,444 2,233 (4,692) - 4,985 Deferred tax effects on ICULS - - 691 - 691 ICULS issuance expenses - (978) - - (978)

Total transactions with owners 7,444 1,255 70,831 - 79,530

At 31 March 2014 127,105 18,291 70,831 147,620 363,847


Company Statementof Changes in EquityFOR THE YEAR ENDED 31 MARCH 2014





Statements ofCash Flows

Group Company 2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

Cash flows from operating activities

Cash receipts from customers 351,263 179,118 5 3 Cash payments to suppliers and employees (239,689) (112,858) (9,364) (5,724)Interest received 4,572 3,611 3,243 2,636 Returns of short term funds 450 621 102 207 Tax paid (48,684) (15,483) (1,274) (550)Tax refund 2,560 671 2,157 665 Other operating receipts 971 735 4 2 Other operating payments (4,047) (277) - -

Net cash inflow/(outflow) from operating activities 67,396 56,138 (5,127) (2,761)

Cash flows from investing activities

Part payment for an acquisition of office building (Note 13) (65,236) - - - Payment made to redeem charges on land secured

for borrowing of a former subsidiary (Note 25) - (4,300) - - Purchase of property, plant and equipment (4,433) (3,670) (174) (60)Subsequent expenditures on investment property (69) (3,661) - - Proceeds from disposal of non-current assets held for sale 1,127 413 - - Proceeds from disposal of property, plant and equipment 103 8 103 8 Part payment paid to purchase a piece of land (Note 21(b)(iii)) (35,544) - - - Dividends received - 2,590 854 9,140

Net cash (outflow)/inflow from investing activities (104,052) (8,620) 783 9,088

Cash flows from financing activities

ICULS issuance proceeds (Note 30) 77,780 - 77,780 - ICULS conversion proceeds (Note 30) 4,802 - 4,802 - Drawdown of bridging loan 35,322 24,962 - - Repayment of term loan (92) (18,748) - - Repayment of bridging loan (59,163) - - - Repayment of revolving credit (4,203) - - - Advances to a jointly controlled entity (1,047) (3,946) - - Advance from a non-controlling interest to a subsidiary 18,024 - - - Payment of hire purchase obligations (124) (168) (124) (168)Dividend paid to a non-controlling interest of a subsidiary company (12,147) - - - Interest payments (1,781) (3,322) (15) (20)Net advances to subsidiaries - - (67,183) (1,858)

Net cash inflow/(outflow) from financing activities 57,371 (1,222) 15,260 (2,046)

Net increase in cash and cash equivalents 20,715 46,296 10,916 4,281 Cash and cash equivalents at beginning of year 162,993 116,631 92,211 87,910 Effects of foreign exchange rate changes 50 66 (45) 20

Cash and cash equivalents at end of year (Note 23) 183,758 162,993 103,082 92,211




Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

1. CORPORATE INFORMATION

Land & General Berhad (“the Company”) is a public limited liability company, incorporated and domiciled in Malaysia, and listedon the Main Market of Bursa Malaysia Securities Berhad.

The address of the registered office and principal place of business of the Company is at 8trium, Level 21, Menara 1, JalanCempaka SD12/5, Bandar Sri Damansara, 52200 Kuala Lumpur, Malaysia.

The principal activities of the Company are investment holding, leasing of assets and provision of management services.

The principal activities of the subsidiaries are set out in Note 16. There have been no significant changes to the activities of theGroup and of the Company during the financial year.

The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of Directors on 11July 2014.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.1 Basis of preparation

The financial statements of the Group and of the Company have been prepared under the historical basis unless otherwiseindicated in the accounting policies below and in accordance with Financial Reporting Standards (“FRSs”) and theCompanies Act, 1965 in Malaysia. At the beginning of the current financial year, the Group and the Company had adoptednew and revised FRSs which are mandatory for financial periods beginning on or after 1 April 2013 as described in Note 2.2.

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

2.2 Changes in accounting policies

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

On 1 April 2013, the Group and the Company adopted the following new and amended FRSs and IC Interpretationsmandatory for annual financial periods beginning on or after 1 July 2012 and 1 January 2013:

Effective for financial periods beginning on or after 1 July 2012 • Amendments to FRS 101: Presentation of Items of Other Comprehensive Income

Effective for financial periods beginning on or after 1 January 2013• FRS 10 : Consolidated Financial Statements• FRS 11 : Joint Arrangements• FRS 12 : Disclosure of Interests in Other Entities• FRS 13 : Fair Value Measurement• FRS 119 : Employee Benefits• FRS 127 : Separate Financial Statements• FRS 128 : Investment in Associates and Joint Ventures• IC Interpretation 20 Stripping Costs in the Production Phase of a Surface Mine• Amendments to FRS 7: Disclosure - Offsetting Financial Assets and Financial Liabilities• Amendments to FRS 1: First time Adoption of Malaysian Financial Reporting Standards - Government Loans• Amendments to FRS 1: First time Adoption of Malaysian Financial Reporting Standards (Improvements to FRSs

(2012))• Consolidated Financial Statement (Amendments to FRS 10)• Joint Arrangements (Amendments to FRS 11)• Disclosure of Interests in Other Entities: Transition Guidance (Amendments to FRS 12)• Amendments to FRS 101, 116, 132 and 134: Presentation of Financial Statements (Improvements to FRSs (2012))


FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 (CONT’D)


Notes to theFinancial Statements

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

2.2 Changes in accounting policies (cont’d)

Adoption of the above standards and interpretations did not have any effect on the financial performance or position ofthe Group and of the Company except for those discussed below:

(a) FRS 10 Consolidated Financial Statements

FRS 10 replaces part of FRS 127 Consolidated and Separate Financial Statements that deals with consolidatedfinancial statements and IC Interpretation 112 Consolidation – Special Purpose Entities.

Under FRS 10, an investor controls an investee when (a) the investor has power over an investee, (b) the investorhas exposure, or rights, to variable returns from its investment with the investee, and (c) the investor has ability touse its power over the investee to affect the amount of the investor’s returns. Under FRS 127 Consolidated andSeparate Financial Statements, control was defined as the power to govern the financial and operating policies of anentity so as to obtain benefits from its activities.

FRS 10 includes detailed guidance to explain when an investor that owns less than 50 per cent of the voting sharesin an investee has control over the investee. FRS 10 requires the investor to take into account all relevant facts andcircumstances, particularly the size of the investor’s holding of voting rights relative to the size and dispersion ofholdings of the other vote holders.

The application of FRS 10 did not have effect on the financial performance and position of the Group and of theCompany.

(b) FRS 12 Disclosures of Interests in Other Entities

FRS 12 includes all disclosure requirements for interests in subsidiaries, joint arrangements, associates and structuredentities. A number of new disclosures are required. This standard affects disclosures only and has no impact on theGroup’s financial position or performance.

(c) Amendments to FRS 101: Presentation of Items of Other Comprehensive Income

The amendments to FRS 101 change the grouping of items presented in other comprehensive income. Items thatcould be reclassified (or recycled) to profit or loss at a future point in time (for example, exchange differences ontranslation of foreign operations and net loss or gain on available-for-sale financial assets) would be presentedseparately from items which will never be reclassified (for example, revaluation of land and buildings). The amendmentaffects presentation only and has no impact on the Group’s financial position and performance.

(d) FRS 127 Separate Financial Statements

As a consequence of the new FRS 10 and FRS 12, FRS 127 is limited to accounting for subsidiaries, jointly controlledentities and associates in separate financial statements.

(e) FRS 128 Investment in Associates and Joint Ventures

As a consequence of the new FRS 11 and FRS 12, FRS 128 is renamed as FRS 128 Investments in Associates andJoint Ventures. This new standard describes the application of the equity method to investments in joint ventures inaddition to associates.

(f) Amendments to FRS 7: Disclosures - Offsetting Financial Assets and Financial Liabilities

These amendments require an entity to disclose information about rights to set-off and related arrangements. Thedisclosures would provide users with information that is useful in evaluating the effect of netting arrangements on anentity’s financial position. The new disclosures are required for all recognised financial instruments that are set off inaccordance with FRS 132: Financial Instruments: Presentation. The disclosures also apply to recognised financialinstruments that are subject to an enforceable master netting arrangement or similar agreement, irrespective ofwhether they are set off in accordance with FRS 132.

These amendments will not impact the Group’s and the Company’s financial position or performance.



Notes to theFinancial StatementsFOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 (CONT’D)


2.3 Standards and interpretations issued but not yet effective

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

Effective for financial periods beginning on or after 1 January 2014• Amendments to FRS 10, FRS 12 and FRS 127: Investment Entities• Amendments to FRS 132: Offsetting Financial Assets and Financial Liabilities• Amendments to FRS 136: Recoverable Amount Disclosures for Non-Financial Assets• Amendments to FRS 139: Novation of Derivatives and Continuation of Hedge Accounting• Amendments to FRS 119: Defined Benefit Plans: Employee Contributions• IC Interpretation 21 Levies• Annual Improvements to FRSs 2010-2012 Cycle• Annual Improvements to FRSs 2011-2013 Cycle

Effective for financial periods beginning on or after 1 January 2015• Malaysian Financial Reporting Standards (MFRS)

Effective for financial periods beginning on or after 1 January 2016• Amendments to FRS 11: Accounting for Acquisitions of Interests in Joint Operations• FRS 14: Regulatory Deferral Accounts• Amendments to FRS 116 and FRS 138: Clarification of Acceptable Methods of Depreciation and Amortisation

FRSs and amendments effective for a date yet to be confirmed • FRS 9 : Financial Instruments (2009) • FRS 9 : Financial Instruments (2010) • FRS 9 : Financial Instruments (Hedge Accounting and Amendments to FRS 7 FRS 9 and FRS 139) • Amendments to FRS 7 : Financial Instruments - Disclosure (Mandatory Effective Date of FRS 9 and Transition

Disclosures) • Amendments to FRS 9 : Financial Instruments (Mandatory Effective Date of FRS 9 and Transition Disclosures)

The directors expect that the adoption of the above standards and interpretations will have no material impact on thefinancial statements in the period of initial application except as discussed below:

(a) Amendments to FRS 132 : Offsetting Financial Assets and Financial Liabilities

The amendments provide clarification and application guidance on legally enforceable right to set-off the financialassets and financial liabilities.

These amendments are not expected to have any impact to the Group’s and the Company’s financial position orperformance, which will be effective for annual periods beginning on or after 1 January 2014.

(b) Amendments to FRS 136 : Recoverable Amount Disclosures for Non-Financial Assets

These amendments remove the unintended disclosures required under FRS 136, such as disclosure of therecoverable amount for each CGU for which the carrying amount of goodwill or intangible assets with indefinite usefullives allocated to that unit is significant in comparison with the entity’s total carrying amount of goodwill or intangibleassets with indefinite useful lives. Instead, the amendments require the disclosure of information about the recoverableamount if that amount is based on fair value less costs of disposal.

In addition, these amendments require disclosure of the recoverable amounts for the assets or CGUs for whichimpairment loss has been recognised or reversed during the period.

These amendments, which are not expected to have any impact to the Group’s and the Company’s financial positionor performance, are effective retrospectively for annual periods beginning on or after 1 January 2014 with earlierapplication permitted provided FRS 13 is also applied.






2.3 Standards and interpretations issued but not yet effective (cont’d)

Malaysian Financial Reporting Standards (MFRS Framework)

On 19 November 2011, the Malaysia Accounting Standards Board (MASB) issued a new MASB approved accountingframework, the Malaysian Financial Reporting Standard (MFRS Framework) in conjunction with the Board’s plan to changeto International Financial Reporting Standards (IFRS) in 2012.

The MFRS Framework is to be applied by all Entities Other Than Private Entities for annual periods beginning on or after1 January 2012, with the exception of entities that are within the scope of MFRS 141 Agriculture (MFRS 141) and ICInterpretation 15 Agreement for Construction of Real Estate (IC 15), including its parent, significant investor and venturer(herein called ‘Transitioning Entities’).

Transitioning Entities will be allowed to defer adoption of the new MFRS Framework for an additional two years.Consequently, adoption of the MFRS Framework by Transitioning Entities will be mandatory for annual periods beginningon or after 1 January 2014. However, on 7 August 2013, MASB extended the transitional period for another year, suchas the adoption of the MFRS Framework by all entities for annual periods beginning on or after 1 January 2015.

The Group falls within the scope definition of Transitioning Entities and accordingly, will be required to prepare financialstatements using the MFRS Framework in its first MFRS financial statements for the year ending 31 March 2016. Inpresenting its first MFRS financial statements, the Group will be required to restate the comparative financial statementsto amounts reflecting the application of MFRS Framework. The majority of the adjustments required on transition will bemade, retrospectively, against opening retained profits.

At the date of these financial statements, the Group has not completed its quantification of the financial effects of thedifferences between Financial Reporting Standards and accounting standards under the MFRS Framework due to theongoing assessment by the project team. Accordingly, the consolidated financial performance and financial position asdisclosed in these financial statements for the year ended 31 March 2014 could be different if prepared under the MFRSFramework.

The Group considers that it is achieving its schedule milestones and expects to be in a position to fully comply with therequirements of the MFRS Framework for financial year ending 31 March 2016.

2.4 Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at 31March 2014.

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

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

– Power over the investee (such as existing rights that give it the current ability to direct the relevant activities of theinvestee);

– Exposure, or rights, to variable returns from its investment with the investee; and – The ability to use its power over the investee to affect its returns.

When the Company has less than a majority of the voting rights of an investee, the Company considers the following inassessing whether or not the Company’s voting rights in an investee are sufficient to give it power over the investee:

– The size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other voteholders;

– Potential voting rights held by the Company, other vote holders or other parties; – Rights arising from other contractual arrangements; and – Any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to

direct the relevant activities at the time that decisions need to be made, including voting patterns at previousshareholders’ meetings.





2.4 Basis of consolidation (cont’d)

Subsidiaries are consolidated when the Company obtains control over the subsidiary and ceases when the Company losescontrol of the subsidiary. All intra-group balances, income and expenses and unrealised gains and losses resulting fromintra-group transactions are eliminated in full.

Losses within a subsidiary are attributed to the non-controlling interests even if that result in a deficit balance.

Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over thesubsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controllinginterests are adjusted to reflect the changes in their relative interests in the subsidiaries. The resulting difference isrecognised directly in equity and attributed to owners of the Company.

When the Group loses control of a subsidiary, a gain or loss calculated as the difference between (i) the aggregate of thefair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount ofthe assets and liabilities of the subsidiary and any non-controlling interest, is recognised in profit or loss. The subsidiary’scumulative gain or loss which has been recognised in other comprehensive income and accumulated in equity arereclassified to profit or loss or where applicable, transferred directly to retained earnings. The fair value of any investmentretained in the former subsidiary at the date control is lost is regarded as the cost on initial recognition of the investment.

2.5 Business combinations

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

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

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

If the business combination is achieved in stages, the previously held equity interest is remeasured at its acquisition datefair value and any resulting gain or loss is recognised in profit or loss.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amountrecognised for non-controlling interests over the net identifiable assets acquired and liabilities assumed. If thisconsideration is lower than fair value of the net assets of the subsidiary acquired, the difference is recognised in profit orloss. The accounting policy for goodwill is set out in Note 2.10.

2.6 Transactions with non-controlling interests

Non-controlling interest represents the equity in subsidiaries not attributable, directly or indirectly, to owners of theCompany, and is presented separately in the consolidated statement of comprehensive income and within equity in theconsolidated statement of financial position, separately from equity attributable to owners of the Company.

Changes in the Company owners’ ownership interest in a subsidiary that do not result in a loss of control are accountedfor as equity transactions. In such circumstances, the carrying amounts of the controlling and non-controlling interestsare adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the amount bywhich the non-controlling interest is adjusted and the fair value of the consideration paid or received is recognised directlyin equity and attributed to owners of the parent.






2.6 Transactions with non-controlling interests (cont’d)

Total comprehensive income within a subsidiary is attributed to the non-controlling interest even if it results in a deficitbalance.

2.7 Foreign currencies

(i) Functional and presentation currency

The individual financial statements of each entity in the Group are measured using the currency of the primaryeconomic environment in which the entity operates (“the functional currency”). The consolidated financial statementsare presented in Ringgit Malaysia (“RM”), which is also the Company’s functional currency.

(ii) Foreign currency transactions

Transactions in foreign currency are measured in the respective functional currencies of the Company and itssubsidiaries and are recorded on initial recognition in the functional currencies at exchange rates approximatingthose ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translatedat the rate of exchange ruling at the reporting date. Non-monetary items denominated in foreign currencies that aremeasured at historical cost are translated using the exchange rates at the dates of the initial transactions. Non-monetary items denominated in foreign currencies measured at fair value are translated using the exchange rates atthe dates when the fair value was determined.

Exchange differences arising on the settlement of monetary items, or on the translation of monetary items at thereporting date are recognised in profit or loss except for exchange differences arising on monetary items that formpart of the Group’s net investment in foreign operation, which are recognised initially in other comprehensive incomeand accumulated under foreign exchange reserve in equity. The foreign exchange reserve is reclassified from equityto profit or loss of the Group on disposal of the foreign operation.

Exchange differences arising on the translation of non-monetary items carried at fair value are included in profit orloss for the period except for the differences arising on the translation of non-monetary items in respect of whichgains and losses are recognised directly in equity. Exchange differences arising from such non-monetary items arealso recognised directly in equity.

(iii) Foreign operations

The assets and liabilities of foreign operations are translated into RM at the rate of exchange ruling at the reportingdate and income and expenses are translated at exchange rates at the dates of the transactions. The exchangedifferences arising on the translation are taken directly to other comprehensive income. On disposal of a foreignoperation, the cumulative amount recognised in other comprehensive income and accumulated in equity underforeign exchange reserve relating to that particular foreign operation is recognised in the profit or loss.

Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as assets and liabilitiesof the foreign operations and are recorded in the functional currency of the foreign operations and translated at theclosing rate at the reporting date.

The principal exchange rates used for each respective unit of foreign currency ruling at the reporting date are asfollows:

2014 2013 RM RM

Australian Dollars 3.00 3.20 British Pound Sterling 5.40 4.67 Singapore Dollars 2.58 2.48 United States Dollars 3.25 3.08





2.8 Property, plant and equipment, and depreciation

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

Subsequent to recognition, property, plant and equipment and furniture and fixtures, except for freehold land, aremeasured at cost less accumulated depreciation and accumulated impairment losses. When significant parts of property,plant and equipment are required to be replaced in intervals, the Group recognises such parts as individual assets withspecific useful lives and depreciation, respectively. Likewise, when a major inspection is performed, its cost is recognisedin the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repairand maintenance costs are recognised in profit or loss as incurred.

Freehold land has an unlimited useful life and therefore is not depreciated. Leasehold land is depreciated over the leaseperiod of 99 years. Capital work in progress are not depreciated until the assets are ready for their intended use.Depreciation of other property, plant and equipment is provided for on a straight-line basis to write off the cost of eachasset to its residual value over the estimated useful life, at the following annual rates:

Buildings 2% - 10%Plant, machinery and others 5% - 30%Motor vehicles 20%Furniture, fittings and equipment 7.5% - 30%

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

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

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expectedfrom its use or disposal. Any gain or loss on derecognition of the asset is included in the profit or loss in the year the assetis derecognised.

2.9 Investment properties and investment property under construction (“IPUC”)

Investment properties are properties which are held either to earn rental income or for capital appreciation or for both.Investment properties and IPUC are measured initially at cost, including transaction costs. Subsequent to initial recognition,investment properties are carried at cost less any accumulated depreciation and accumulated impairment losses. Freeholdland has an unlimited useful life and therefore is not depreciated. Investment properties carried at cost are depreciatedover the estimated economic useful life ranging from 20 to 50 years.

Investment properties under construction are not depreciated until the assets are ready for intended use.

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

2.10 Goodwill

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

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






2.10 Goodwill (cont’d)

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

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

Goodwill and fair value adjustments arising on the acquisition of foreign operation on or after 1 January 2006 are treatedas assets and liabilities of the foreign operations and are recorded in the functional currency of the foreign operations andtranslated in accordance with the accounting policy set out in Note 2.7.

2.11 Land use rights

Land use rights are initially measured at cost. Following initial recognition, land use rights are measured at cost lessaccumulated amortisation and accumulated impairment losses. The land use rights are amortised over their lease terms.

2.12 Impairment of non-financial assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any suchindication exists, or when an annual impairment assessment for an asset is required, the Group makes an estimate of theasset’s recoverable amount.

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

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

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

An assessment is made at each reporting date as to whether there is any indication that previously recognised impairmentlosses may no longer exist or may have decreased. A previously recognised impairment loss is reversed only if there hasbeen a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss wasrecognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increasecannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss beenrecognised previously. Such reversal is recognised in profit or loss unless the asset is measured at revalued amount, inwhich case the reversal is treated as a revaluation increase. Impairment loss on goodwill is not reversed in a subsequentperiod.





2.13 Subsidiaries

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

– Power over the investee (such as existing rights that give it the current ability to direct the relevant activities of theinvestee);

– Exposure, or rights, to variable returns from its investment with the investee; and – The ability to use its power over the investee to affect its returns.

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

2.14 Investments in associates and joint ventures

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

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

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

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

Under the equity method, on initial recognition the investment in an associate or a joint venture is recognised at cost, andthe carrying amount is increased or decreased to recognise the Group’s share of the profit or loss and other comprehensiveincome of the associate or joint venture after the date of acquisition. When the Group’s share of losses in an associate ora joint venture equal or exceeds its interest in the associate or joint venture, the Group does not recognise further losses,unless it has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture.

Profits and losses resulting from upstream and downstream transactions between the Group and its associate or jointventure are recognised in the Group’s financial statements only to the extent of unrelated investors’ interests in theassociate or joint venture. Unrealised losses are eliminated unless the transaction provides evidence of an impairment ofthe asset transferred.

The financial statements of the associates and joint ventures are prepared as of the same reporting date as the Company.Where necessary, adjustments are made to bring the accounting policies in line with those of the Group.

After application of the equity method, the Group applies FRS 139 Financial Instruments: Recognition and Measurementto determine whether it is necessary to recognise any additional impairment loss with respect to its net investment in theassociate or joint venture. When necessary, the entire carrying amount of the investment is tested for impairment inaccordance with FRS 136 Impairment of Assets as a single asset, by comparing its recoverable amount (higher of valuein use and fair value less costs to sell) with its carrying amount. Any impairment loss is recognised in profit or loss. Reversalof an impairment loss is recognised to the extent that the recoverable amount of the investment subsequently increases.

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






2.15 Investments in joint operations

A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to theassets, and obligations for the liabilities, relating to the arrangement. Joint control is the contractually agreed sharing ofcontrol of an arrangement, which exists only when decisions about the relevant activities require the unanimous consentof the parties sharing control.

The Group as a joint operator recognises in relation to its interest in a joint operation:

– its assets, including its share of any assets held jointly; – its liabilities, including its share of any liabilities incurred jointly; – its revenue from the sale of its share of the output arising from the joint operation; – its share of the revenue from the sale of the output by the joint operation; and – its expenses, including its share of any expenses incurred jointly.

The Group accounts for the assets, liabilities, revenues and expenses relating to its interest in a joint operation inaccordance with the MFRSs applicable to the particular assets, liabilities, revenues and expenses.

Profits and losses resulting from transactions between the Group and its joint operation are recognised in the Group’sfinancial statements only to the extent of unrelated investors’ interests in the joint operation.

2.16 Financial assets

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

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

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

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

Financial assets are classified as financial assets at fair value through profit or loss if they are held for trading or aredesignated as such upon initial recognition.

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

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

(ii) Loans and receivables

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

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

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





2.16 Financial assets (cont’d)

(iii) Available-for-sale financial assets

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

After initial recognition, available-for-sale financial assets are measured at fair value. Any gains or losses from changesin fair value of the financial assets are recognised in other comprehensive income, except that impairment losses,foreign exchange gains and losses on monetary instruments and interest calculated using the effective interest methodare recognised in profit or loss. The cumulative gain or loss previously recognised in other comprehensive income isreclassified from equity to profit or loss as a reclassification adjustment when the financial asset is derecognised.Interest income calculated using the effective interest method is recognised in profit or loss. Dividends on an available-for-sale equity instrument are recognised in profit or loss when the Group’s and the Company’s right to receive paymentis established.

Investment in equity instruments whose fair value cannot be reliably measured are measured at cost less impairmentloss.

Available-for-sale financial assets are classified as non-current assets unless they are expected to be realised within12 months after the reporting date.

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

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

2.17 Impairment of financial assets

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

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

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

If any such evidence exists, the amount of impairment loss is measured as the difference between the asset’s carryingamount and the present value of estimated future cash flows discounted at the financial asset’s original effectiveinterest rate. The impairment loss is recognised in profit or loss.

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






2.17 Impairment of financial assets (cont’d)

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

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

(ii) Unquoted equity securities carried at cost

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

(iii) Available-for-sale financial assets

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

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

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

2.18 Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and at banks, short term funds and deposits that are readily convertibleto known amount of cash which is subject to insignificant risk of changes in value. These also include bank overdraft thatforms an integral part of the Group’s cash management.

2.19 Land held for property development and property development costs

(i) Land held for property development

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

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

Cost associated with the acquisition of land includes the purchase price of the land, professional fees, stamp duties,commissions, conversion fees and other relevant levies.

(ii) Property development costs

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





2.19 Land held for property development and property development costs (cont’d)

(ii) Property development costs (cont’d)

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

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

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

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

The excess of revenue recognised in the profit or loss over billings to purchasers are classified as accrued billingsand the excess of billings to purchasers over revenue recognised in the profit or loss is classified as progress billings.

2.20 Inventories

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

Cost is determined using the first in, first out method. The costs of goods comprise the cost of purchase plus the cost ofbringing the goods to its present condition. The cost of completed properties held for sale comprises cost associated withthe acquisition of land, direct costs and an appropriate proportion of allocated costs attributable to property developmentactivities.

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

2.21 Provisions

Provisions are recognised when the Group has a legal or constructive present obligation as a result of a past event, andit is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and theamount of the obligation can be estimated reliably.

Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is no longer probablethat an outflow of economic resources will be required to settle the obligation, the provision is reversed. If the effect of thetime value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate,the risk specific to the liability. When discounting is used, the increase in the provision due to the passage of time isrecognised as a finance cost.

2.22 Financial liabilities

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

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

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






2.22 Financial liabilities (cont’d)

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

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

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

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

2.23 Financial guarantee contracts

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

Financial guarantee contracts are recognised initially as a liability at fair value, net of transaction costs. Subsequent toinitial recognition, financial guarantee contracts are recognised as income in profit or loss over the period of the guarantee.If the debtor fails to make payment relating to financial guarantee contract when it is due and the Group, as the issuer, isrequired to reimburse the holder for the associated loss, the liability is measured at the higher of the best estimate of theexpenditure required to settle the present obligation at the reporting date and the amount initially recognised lesscumulative amortisation.

2.24 Borrowing costs

Borrowing costs are capitalised as part of a qualifying asset if they are directly attributable to the acquisition, constructionor production of that asset. Capitalisation of borrowing costs commences when the activities to prepare the asset for itsintended use or sale are in progress and the expenditure and borrowing costs are incurred. Borrowing costs are capitaliseduntil the assets are substantially completed for their intended use or sale.

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

2.25 Employee benefits

(i) Short term benefits

Wages, salaries, bonuses and social security contributions are recognised as an expense in the year in which theassociated services are rendered by employees of the Group. Short term accumulating compensated absences suchas paid annual leave are recognised when services are rendered by employees that increase their entitlement tofuture compensated absences. Short term non-accumulating compensated absences such as sick leave arerecognised when the absences occur.

(ii) Defined contribution plans

The Group participates in the national pension schemes as defined by the laws of the countries in which it hasoperations. The Group makes contributions to the Employees Provident Fund in Malaysia, a defined contributionpension scheme. Contributions to defined contribution pension schemes are recognised as an expense in the periodin which the related service is performed. Some of the Group’s foreign subsidiaries also make contributions to theirrespective countries’ statutory pension schemes.





2.26 Leases

(i) As lessee

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

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

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

(ii) As lessor

Leases where the Group and the Company retain substantially all the risks and rewards of ownership of the asset areclassified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carryingamount of the leased asset and recognised over the lease term on the same bases as rental income. The accountingpolicy for rental income is set out in Note 2.28(vii).

2.27 Non-current assets held for sale

Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a saletransaction rather than through continuing use. This condition is regarded as met only when the sale is highly probableand the asset is available for immediate sale in its present condition subject only to terms that are usual and customary.

Immediately before classification as held for sale, the measurement of the non-current assets is brought up-to-date inaccordance with applicable FRSs. Then, on initial classification as held for sale, non-current assets (other than investmentproperties, deferred tax assets, employee benefits assets, financial assets and inventories) are measured in accordancewith FRS 5 that is at the lower of carrying amount and fair value less costs to sell. Any differences are included in theprofit or loss.

A component of the Group is classified as a discontinued operation when the criteria to be classified as held for sale havebeen met or it has been disposed and such a component represents a separate major line of business or geographicalarea of operations, is part of a single co-ordinated major line of business or geographical area of operations or is a subsidiaryacquired exclusively with view to resale.

2.28 Revenue

Revenue is recognised to the extent that it is probable that the economic benefits associated with the transaction will flowto the Group and the amount of the revenue can be measured reliably. Revenue is measured at the fair value ofconsideration received or receivable.

(i) Sale of properties

Revenue from sale of properties is accounted for by the stage of completion method as disclosed in Note 2.19(ii).

Revenue from completed property units and land is recognised when the risks and rewards associated to ownershiphave been transferred to purchasers and substantial contractual obligations have been completed.






2.28 Revenue (cont’d)

(ii) Education fees

Revenue from education fees are recognised over the period of instruction whereas non•refundable registration andenrolment fees are recognised on enrolment.

(iii) Club operations

Revenue from membership fee is recognised upon acceptance of club membership by the club. Revenue fromsubscription fees is recognised on an accrual basis. Revenue from sale of food and beverage and from letting of clubfacilities are recognised upon invoicing of the services.

(iv) Sale of goods

Revenue is recognised upon transfer of significant risks and rewards of ownership to the buyer. Revenue is notrecognised to the extent where there are significant uncertainties regarding recovery of the consideration due,associated costs or the possible return of goods.

(v) Interest income

Interest is recognised on an accrual basis using the effective interest method.

(vi) Dividend income

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

(vii) Rental income

Rental income is recognised on a straight line basis over the term of the lease or in accordance with the substanceof the relevant agreements.

(viii)Management fees

Management fees are recognised when services are rendered.

2.29 Income taxes

(a) Current tax

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

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

(b) Deferred tax

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





2.29 Income taxes (cont’d)

(b) Deferred tax (cont’d)

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

– where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transactionthat is not a business combination and, at the time of the transaction, affects neither the accounting profit nortaxable profit or loss; and

– in respect of taxable temporary differences associated with investments in subsidiaries and associates, wherethe timing of the reversal of the temporary differences can be controlled and it is probable that the temporarydifferences will not reverse in the foreseeable future.

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

– where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition ofan asset or liability in a transaction that is not a business combination and, at the time of the transaction, affectsneither the accounting profit nor taxable profit or loss; and

– in respect of deductible temporary differences associated with investments in subsidiaries and associates, deferredtax assets are recognised only to the extent that it is probable that the temporary differences will reverse in theforeseeable future and taxable profit will be available against which the temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is nolonger probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it hasbecome probable that future taxable profit will allow the deferred tax assets to be utilised.

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

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax itemsare recognised in correlation to the underlying transaction either in other comprehensive income or directly in equityand deferred tax arising from a business combination is adjusted against goodwill on acquisition.

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

2.30 Segment reporting

For management purposes, the Group is organised into operating segments based on their products and services whichare independently managed by the respective segment managers responsible for the performance of the respectivesegments under their charge. The segment managers report directly to the management of the Company who regularlyreview the segment results in order to allocate resources to the segments and to assess the segment performance.Additional disclosure on each these segments are shown in Note 42, including the factors used to identify the reportablesegments and the measurement basis of segment information.

2.31 Share capital and share issuance expenses

An equity instrument is any contract that evidences a residual interest in the assets of the Group and of the Companyafter deducting all of its liabilities. Ordinary shares are equity instruments.

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






2.32 Irredeemable convertible unsecured loan stocks (“ICULS”)

The ICULS are recognised as compound instruments, consisting of a liability component and an equity component. Atthe date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similarnon-convertible loan stock. The difference between the proceeds of issue of the ICULS and the fair value assigned to theliability component, representing the conversion option is included in equity. The liability component is subsequentlystated at amortised cost using the effective interest rate method until extinguished on conversion or maturity, whilst thevalue of the equity component is not adjusted in subsequent periods. Attributable transactions costs are apportioned anddeducted directly from the liability and equity component based on their carrying amounts at the date of issue.

Under the effective interest rate method, the interest expense on the liability component is calculated by applying theprevailing market interest rate for a similar non-convertible loan stock to the instrument at the date of issue. The differencebetween this amount and the interest paid is added to the carrying amount of ICULS.

2.33 Contingencies

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

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

2.34 Significant accounting judgements and estimates

The preparation of Group’s financial statements requires management to make judgements, estimates and assumptionsthat affect the reported amount of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities atthe reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that couldrequire a material adjustment to the carrying amount of the assets or liability affected in future.

(a) Judgements made in applying accounting policies

In the process of applying the Group’s accounting policies, management has made the following judgements, apartfrom those involving estimations, which have the most significant effect on the amounts recognised in the financialstatements:

Classification between investment properties and inventories

The Group has developed certain criteria based on FRS 140 Investment Property in making judgement whether aproperty qualifies as an investment property. Investment property is a property held to earn rentals or for capitalappreciation or both.

The Group has temporarily sub-let some completed unsold properties but has decided not to treat these propertiesas investment properties as it is not the Group’s intention to hold these properties in the long term for capitalappreciation or rental income but rather for sale. Accordingly, these properties are still classified as inventories. Thecarrying amounts of these inventories as at reporting date are RM821,000 (2013: RM821,000).

(b) Key sources of estimation uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting datethat have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities withinthe next financial year are discussed below.

(i) Revenue recognition on property development activities

The Group recognises property development activities based on the percentage of completion method.





2.34 Significant accounting judgements and estimates (cont’d)

(b) Key sources of estimation uncertainty (cont’d)

(i) Revenue recognition on property development activities (cont’d)

Significant judgment is required in determining the percentage of completion, the extent of the developmentproject costs incurred, the estimated total revenue and total costs and the recoverability of the developmentproject. In making these judgements, management relies on past experience and the work of specialists.

(ii) Impairment of property, plant and equipment and investment properties

The Group determines whether property, plant and equipment and investment properties are impaired wheneverthere is an indication of impairment.

The best evidence of impairment test is current prices in an active market for similar properties or valuationcarried out by independent firms of valuers annually.

In the absence of current prices in an active market, the management carried out the impairment test based onvalue-in-use of these cash generating units (“CGU”) to which the assets were allocated and determines if thecarrying value of the CGU is in excess of the value-in-use. This requires management to make an estimate of theexpected cash flows from the CGU, supported by the terms of any existing lease and other contracts, and tochoose suitable discount rates that reflect current market assessment of the uncertainty in the carrying amountand timing in order to calculate the present value of those cash flows. Changes in estimates and assumptionsmay result in revisions in the carrying amount of these assets.

(iii) Impairment of financial assets

The Group assesses at each reporting date whether there is any objective evidence that a financial asset is impaired.To determine whether there is objective evidence of impairment, the Group considers factors such as the probabilityof insolvency or significant financial difficulties of the debtor and default or significant delay in payments.

Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated basedon historical loss experience for assets with similar credit risk characteristics. Debts that are past due but notimpaired are disclosed in Note 21.

(iv) Income taxes

Significant estimation is involved in determining the provision for income taxes. There are certain transactionsand computations for which the ultimate tax determination is uncertain during the ordinary course of business.The Group recognises liabilities for expected tax issues based on estimates of whether additional taxes will bedue. Where the final tax outcome of these matters is different from the amounts that have been initiallyrecognised, such differences will impact the income tax and deferred tax provisions in the period in which suchdetermination is made. As at 31 March 2014, the Group has tax recoverable and payable of approximatelyRM200,000 (2013: RM979,000) and RM5,383,000 (2013: RM3,694,000) respectively.

(v) Material litigations

The Group determines whether a present obligation in relation to a material litigation exists at the reporting dateby taking into account all available evidence, including the opinion of its solicitors and subsequent events afterthe reporting date. On the basis of such evidence, the Group evaluates if a provision needs to be recognised inthe financial statements. Further details of the material litigations involving the Group are disclosed in Note 35.

(vi) Impairment of investments

Management determines whether the carrying amounts of its investments are impaired at reporting date. Thisinvolves measuring the recoverable amounts which includes fair value less costs to sell and valuation techniques.Valuation techniques include amongst others, discounted cash flow analysis and in some cases, are based oncurrent market indicators and estimates that provide reasonable approximations to the detailed computation.






2.34 Significant accounting judgements and estimates (cont’d)

(b) Key sources of estimation uncertainty (cont’d)

(vi) Impairment of investments (cont’d)

Management determined the recoverable amount of these investments based on the individual asset’s value inuse. The present value of the future cash flows to be generated by these assets is the asset’s value in use. Animpairment loss is recognised immediately in the profit or loss if the recoverable amount is less than the carryingamount.

It is the opinion of the directors that adequate impairment losses have been recognised in the profit or loss andthe management’s assumptions are reasonable.

(vii) Provisions

The Group recognised a provision in respect of financial obligations arising from the winding up of a formersubsidiary of the Group in previous years. The carrying amount of the provision as at 31 March 2014 wasRM35,162,000 (2013: RM33,712,000). Annual review of estimates are performed based on latest availableinformation and these provisions are appropriately revised as necessary.

(viii)Amounts due from subsidiaries

The Company determines the recoverability of the amounts due from certain subsidiaries when these debtsexceeded their capital investments. The directors are of the opinion that adequate allowance for impairment hasbeen made for the debts due from these subsidiaries to the extent the Company is able to realise these debtsthrough internal group restructuring including possible offsets against debts owed by the Company to certainother subsidiaries, should such need arises.

(ix) Fair value of investment properties and investment properties under construction

The directors estimate the fair values of the Group’s investment properties by reference to market evidence oftransaction prices for similar properties in the location and category of the properties being valued. In the absenceof current prices in an active market, the valuations are prepared by considering the aggregate of the estimatedcash flow expected to be received from renting out the property. A yield that reflects the specific inherent in thenet cash flows is then applied to the net annual cash flows to arrive at the property valuation.

2.35 Current versus non-current classification

The Company presents assets and liabilities in statement of financial position based on current/non-current classification.An asset as current when it is:

– Expected to be realised or intended to sold or consumed in normal operating cycle – Held primarily for the purpose of trading – Expected to be realised within twelve months after the reporting period, or – Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months

after the reporting period

All other assets are classified as non-current. A liability is current when:

– It is expected to be settled in normal operating cycle – It is held primarily for the purpose of trading – It is due to be settled within twelve months after the reporting period, or – There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting

period

The Company classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.




3. REVENUE

Group Company 2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

Property development 468,433 190,792 - - Education 13,022 11,816 - - Club operations and building maintenance 3,746 3,585 - - Interest income from deposits with financial institutions 3,306 2,770 3,272 2,659 Returns of short term funds 151 190 125 190 Dividends from: - Unquoted Malaysian subsidiaries - - 13,290 22,533 - Quoted shares - 2,590 - 2,590 Rental income: - Subsidiaries - - 2,567 2,567 - Third parties 644 672 5 3 Management fee from: - Subsidiaries - - 3,403 3,243 - Jointly controlled entity - 254 - -

Others 2,614 3,624 - -

491,916 216,293 22,662 33,785

4. OTHER INCOME

Group Company 2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

Rental income 2,410 1,032 - -Gain on disposal of property, plant and equipment 101 8 103 8Unwinding of discount on interest on loan to:- A jointly controlled entity 345 1 ,258 - -- Subsidiaries - - 957 829Interest income:- A subsidiary - - 289 -- Others 1,499 1,136 - -Returns of short term funds 313 406 - -Bad debt recovered 2 1 - -Gain on disposal of non-current assets classified as held for sale

(Note 24) 393 22 - -Discount on loan from a company related to major shareholders

(Note 36(a)(ii)) 3,912 - - -Reversal of allowance for impairment of financial assets:- Amount due from third parties 76 122 7 -- Amount due from other receivables 11 - - -Reversal of impairment loss:- Investment property (Note 13) - - 6,469 -- Property, plant and equipment (Note 11) 6,469 - - -- Investment in subsidiaries (Note 16(i)) - - - 22,035Reversal of provision for property development expenditure - 760 - -Reversal of provision for foreseeable loss on charged land (Note 25) - 12,341 - -Deposits forfeited 648 401 - -Unrealised foreign exchange gain - 184 - -Realised foreign exchange gain - - - 7Others 1,294 1,378 4 890

17,473 19,049 7,829 23,769





5. STAFF COSTS

Group Company 2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

Wages, salaries and bonus 13,780 12,408 3,317 3,180Defined contribution plan 1,752 1,505 405 395Other employment benefits 1,014 837 177 202

16,546 14,750 3,899 3,777

Included in staff costs of the Group and of the Company are remunerations (excluding benefits-in-kind) of executive directors ofthe Company amounting to RM1,402,000 (2013: RM1,275,000) and RM930,000 (2013: RM817,000) respectively as furtherdisclosed in Note 6 below.

6. DIRECTORS’ REMUNERATION

Group Company 2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

Executive directors' remuneration (Note 5):Other emoluments 1,402 1,275 930 817

Non-executive directors' remuneration (Note 8):Fees 344 370 344 370Other emoluments 45 30 45 30

389 400 389 400

Total directors' remuneration 1,791 1,675 1,319 1,217Estimated money value of benefits-in-kind 70 67 53 38

Total directors' remuneration including benefits-in-kind 1,861 1,742 1,372 1,255

The number of directors of the Group and of the Company whose total remuneration during the financial year fell within thefollowing bands is analysed below:

Group Company Number of Directors Number of Directors

2014 2013 2014 2013

Executive directors:RM400,001 - RM500,000 1 1 - -RM500,001 - RM900,000 - 1 - 1RM900,001 - RM1,000,000 1 - 1 -

Non-Executive directors:Below RM10,000 1 - 1 -RM10,001 - RM50,000 2 5 4 5RM50,001 - RM100,000 3 1 1 1RM100,001 - RM150,000 1 1 1 1




7. FINANCE COSTS

Group Company 2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

Interest expense on:- Bank overdraft 91 443 - -- Term loan 627 1,320 - -- Bridging loan 1,212 1,785 - -- Revolving credit 58 - - -- ICULS 137 - 137 -- Hire purchase and finance lease liabilities 16 20 16 20Unwinding of discount on:- Provision for financial obligation (Note 25) 1,450 1,390 1,450 1,390- Amount due to companies related to major shareholders

of the Company (Note 36(a)) 458 307 - -

4,049 5,265 1,603 1,410Less: Interest expenses capitalised in property development costs

(Note 12(b)(i)) (1,988) (3,548) - -

2,061 1,717 1,603 1,410

8. PROFIT BEFORE TAX

The following amounts have been included in arriving at profit before tax:

Group Company 2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

Non-executive directors’ remuneration (Note 6) 389 400 389 400 Auditors’ remuneration:

Auditors of the Company - Statutory audit 182 165 56 50 - Overprovision in prior year - (10) - - - Other services 16 15 6 5 Other auditors - Statutory audit 4 4 - -

Property, plant and equipment written off 1 - - - Impairment loss on investment property (Note 13) 3,000 - - - Impairment loss on investment in subsidiaries (Note 16(i)) - - 9,700 407 Write off of financial assets on amount due from third parties 3 2 - - Allowance for impairment on financial assets: - Amount due from subsidiaries - - 3,011 56 - Amount due from a jointly controlled entity 9,819 - - - - Amount due from third parties 521 110 - - Impairment loss on loans granted to: - A subsidiary - - 1,546 - - A jointly controlled entity 4,198 1,107 - - Loss on fair value changes on quoted shares - financial assets

at fair value through profit or loss 631 6,675 705 6,525 Realised foreign exchange loss 3 1 2 - Unrealised foreign exchange loss 343 - 540 3 Office rental - - 291 478 Other rental expenses 94 98 20 23 Net loss on deconsolidation of a foreign subsidiary (Note 16(iv)) - 666 - -





9. INCOME TAX EXPENSE

Group Company 2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

Income tax:Malaysian income tax 50,325 14,758 1,550 3,085(Over)/underprovision in prior years (1,731) 296 (27) 320

48,594 15,054 1,523 3,405

Deferred tax (Note 33):Relating to origination and reversal of temporary differences (2,077) (62) (34) -(Over)/underprovision in prior years (435) 592 - -

(2,512) 530 (34) -

Income tax expense recognised in profit or loss 46,082 15,584 1,489 3,405

Domestic income tax is calculated at the Malaysian statutory tax rate of 25% (2013:25%) of the estimated assessable profit forthe year.

Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions. During the current financialyear, the income tax rate applicable to subsidiaries in Australia was 30% (2013:30%).

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

2014 2013RM’000 RM’000

Group

Profit before tax 174,759 72,761

Taxation at Malaysian statutory tax rate of 25% (2013:25%) 43,690 18,190Effect of:- Tax expense arising from differential tax rates in foreign countries (903) (2)- Income not subject to tax (1,704) (6,212)- Expenses not deductible for tax purposes 6,326 6,185- Utilisation of previously unrecognised tax losses and unabsorbed capital allowances (239) (3,626)- Deferred tax assets not recognised in respect of current

year's tax losses and unabsorbed capital allowances 1,078 161(Over)/underprovision of deferred tax in prior years (435) 592(Over)/underprovision of tax expense in prior years (1,731) 296

Income tax expense recognised in profit or loss 46,082 15,584




9. INCOME TAX EXPENSE (CONT’D)

2014 2013RM’000 RM’000

Company

Profit before tax 6,253 42,492

Taxation at Malaysian statutory tax rate of 25% (2013:25%) 1,563 10,623Effect of:- Income not subject to tax (5,000) (10,083)- Expenses not deductible for tax purposes 4,953 2,681- Utilisation of previously unabsorbed capital allowances - (136)(Over)/underprovision of tax expense in prior years (27) 320

Income tax expense recognised in profit or loss 1,489 3,405

Tax savings during the financial year arising from:

Group Company 2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

Utilisation of previously unrecognised tax losses andunabsorbed capital allowances 956 14,502 - 542

10. EARNINGS PER SHARE

(a) Basic

Basic earnings per share is calculated by dividing the profit attributable to ordinary shareholders by the weighted averagenumber of ordinary shares in issue during the financial year.

Group2014 2013

RM’000 RM’000

Profit attributable to owners of the Company (RM'000) 75,329 43,969Weighted average number of ordinary shares in issue ('000) 612,732 598,305Basic earnings per share (sen) 12.29 7.35

(b) Diluted

Diluted earnings per share is calculated by dividing the profit attributable to ordinary shareholders by the weighted averagenumber of ordinary shares in issue after adjustment for the effects of all dilutive potential ordinary shares.

Group2014 2013

RM’000 RM’000

Profit attributable to owners of the Company 75,329 43,969Interest expense on ICULS 2,167 -

Profit attributable to owners of the Company usedin the computation of diluted earnings per share 77,496 43,969





10. EARNINGS PER SHARE (CONT’D)

(b) Diluted (cont’d)

Group2014 2013

RM’000 RM’000

Weighted average number of ordinary shares in issue 612,732 598,305Adjustment for potential dilutive shares under ICULS conversion 288,850 -

Weighted average number of ordinary shares in issueused in the computation of diluted earnings per share 901,582 598,305

Diluted earnings per share (sen) 8.60 N/A

11. PROPERTY, PLANT AND EQUIPMENT

Furniture,Long term fittings Plant, Capital

Freehold leasehold and Motor machinery work in land land Buildings equipment vehicles and others progress Total

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000Group

At 31 March 2014

CostAt 1 April 2013 51,909 150 36,630 12,202 1,602 4,604 646 107,743Additions - - - 1,555 526 851 2,391 5,323Disposals - - - (1,126) (520) - - (1,646)Written off - - - (3) - - - (3)Reclassification - - - 3,037 - - (3,037) -

At 31 March 2014 51,909 150 36,630 15,665 1,608 5,455 - 111,417

Accumulated depreciationand impairment

At 1 April 2013Accumulated depreciation - 4 17,060 10,051 1,308 545 - 28,968Accumulated impairment - - 6,469 - - - - 6,469

- 4 23,529 10,051 1,308 545 - 35,437Depreciation charge

for the year - 1 552 815 198 128 - 1,694Disposals - - - (1,124) (520) - - (1,644)Reversal of impairment

(Note 4) - - (6,469) - - - - (6,469)Written off - - - (2) - - - (2)

At 31 March 2014 - 5 17,612 9,740 986 673 - 29,016

Represented by:Accumulated depreciation - 5 17,612 9,740 986 673 - 29,016Accumulated impairment - - - - - - - -

- 5 17,612 9,740 986 673 - 29,016

Net carrying amount 51,909 145 19,018 5,925 622 4,782 - 82,401




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

Furniture,Long term fittings Plant, Capital

Freehold leasehold and Motor machinery work in land land Buildings equipment vehicles and others progress Total

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000Group (cont’d)

At 31 March 2013

CostAt 1 April 2012 51,909 150 31,207 11,852 1,588 3,110 4,563 104,379Additions - - - 560 110 1,494 1,506 3,670Disposals - - - (1) (96) - - (97)Written off - - - (209) - - - (209)Reclassification - - 5,423 - - - (5,423) -

At 31 March 2013 51,909 150 36,630 12,202 1,602 4,604 646 107,743

Accumulated depreciation and impairment

At 1 April 2012Accumulated depreciation - 3 16,547 9,709 1,170 463 - 27,892Accumulated impairment - - 6,469 - - - - 6,469

- 3 23,016 9,709 1,170 463 - 34,361Depreciation charge for the year - 1 513 551 234 82 - 1,381Disposals - - - - (96) - - (96)Written off - - - (209) - - - (209)

At 31 March 2013 - 4 23,529 10,051 1,308 545 - 35,437

Represented by:Accumulated depreciation - 4 17,060 10,051 1,308 545 - 28,968Accumulated impairment - - 6,469 - - - - 6,469

- 4 23,529 10,051 1,308 545 - 35,437

Net carrying amount 51,909 146 13,101 2,151 294 4,059 646 72,306






Long term Furniture,leasehold Motor fittings and

land vehicles equipment TotalCompany RM’000 RM’000 RM’000 RM’000

At 31 March 2014

CostAt 1 April 2013 150 1,109 3,710 4,969Additions - 527 72 599Disposals - (520) (1,056) (1,576)Written off - - (1,338) (1,338)

At 31 March 2014 150 1,116 1,388 2,654

Accumulated depreciationAt 1 April 2013 4 965 3,532 4,501Depreciation charge for the year 1 150 70 221Disposals - (520) (1,056) (1,576)Written off - - (1,338) (1,338)

At 31 March 2014 5 595 1,208 1,808

Net carrying amount 145 521 180 846

At 31 March 2013

CostAt 1 April 2012 150 1,205 3,650 5,005Additions - - 60 60Disposals - (96) - (96)

At 31 March 2013 150 1,109 3,710 4,969

Accumulated depreciationAt 1 April 2012 2 877 3,472 4,351Depreciation charge for the year 2 184 60 246Disposals - (96) - (96)

At 31 March 2013 4 965 3,532 4,501

Net carrying amount 146 144 178 468





(a) Acquisitions of property, plant and equipment during the financial year were by way of the following:

Group Company 2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

At cost:Cash 4,433 3,670 174 60Hire purchase arrangement 425 - 425 -Others 465 - - -

5,323 3,670 599 60

Net carrying amounts of property, plant and equipment of the Group and of the Company held under hire purchase andfinance lease arrangements as at reporting date are RM521,000 (2013:RM144,000) and RM521,000 (2013:RM144,000)respectively.

(b) Capital work in progress refers to building under construction and renovation works including furniture and fittings and office equipment.

12. LAND HELD FOR PROPERTY DEVELOPMENT AND PROPERTY DEVELOPMENT COSTS

(a) Land held for property development

Freehold Developmentland costs Total

RM’000 RM’000 RM’000Group

At 31 March 2014

CostAt 1 April 2013 10,821 20,133 30,954Additions - 1,046 1,046Transfer to property development costs (Note 12(b)) (681) (4,504) (5,185)

At 31 March 2014 10,140 16,675 26,815

CostAt 1 April 2012 10,821 15,813 26,634Additions - 4,320 4,320

At 31 March 2013 10,821 20,133 30,954





12. LAND HELD FOR PROPERTY DEVELOPMENT AND PROPERTY DEVELOPMENT COSTS (CONT’D)

(b) Property development costs

Freehold Developmentland costs Total

RM’000 RM’000 RM’000Group

At 31 March 2014

Cumulative property development costAt 1 April 2013 98,003 150,208 248,211Cost incurred during the financial year 50 201,112 201,162Transfer from land held for property development (Note 12(a)) 681 4,504 5,185Adjustment (61) - (61)

At 31 March 2014 98,673 355,824 454,497

Cumulative cost recognised in profit or lossAt 1 April 2013 (11,954) (94,011) (105,965)Recognised during the financial year (31,299) (221,004) (252,303)

At 31 March 2014 (43,253) (315,015) (358,268)

Property development costs at 31 March 2014 55,420 40,809 96,229

At 31 March 2013

Cumulative property development cost At 1 April 2012 97,077 114,919 211,996Cost incurred during the financial year - 94,300 94,300Transfer of unsold units to inventories (9) (4,279) (4,288)Reversal of development costs for completed projects (115) (53,682) (53,797)Adjustment 1,050 (1,050) -

At 31 March 2013 98,003 150,208 248,211

Cumulative cost recognised in profit or loss

At 1 April 2012 (8,763) (49,232) (57,995)Recognised during the financial year (3,306) (98,461) (101,767)Reversal of development costs for completed projects 115 53,682 53,797

At 31 March 2013 (11,954) (94,011) (105,965)

Property development costs at 31 March 2013 86,049 56,197 142,246




12. LAND HELD FOR PROPERTY DEVELOPMENT AND PROPERTY DEVELOPMENT COSTS (CONT’D)

(b) Property development costs (cont’d)

(i) Included in property development costs incurred during the financial year are:

Group2014 2013

RM’000 RM’000

Interest expenses (Note 7) 1,988 3,548

(ii) The freehold land together with development costs with a carrying value of RM123,044,000 (2013:RM173,200,000) are pledged as securities for bank borrowings as disclosed in Note 27.

13. INVESTMENT PROPERTIES

Buildings on AssetsFreehold leasehold under

land Buildings land construction TotalRM’000 RM’000 RM’000 RM’000 RM’000

Group

At 31 March 2014

CostAt 1 April 2013 12,113 22,522 65 - 34,700Additions - 69 - 65,236 65,305

At 31 March 2014 12,113 22,591 65 65,236 100,005

Accumulated depreciation and impairmentAt 1 April 2013

Accumulated depreciation - 263 5 - 268Accumulated impairment - - 19 - 19

- 263 24 - 287Depreciation charge for the year - 451 1 - 452Impairment loss recognised in profit or loss - 3,000 - - 3,000

At 31 March 2014 - 3,714 25 - 3,739

Represented by:Accumulated depreciation - 714 6 - 720Accumulated impairment - 3,000 19 - 3,019

- 3,714 25 - 3,739

Net carrying amount 12,113 18,877 40 65,236 96,266





13. INVESTMENT PROPERTIES (CONT’D)

Buildings on AssetsFreehold leasehold under

land Buildings land construction TotalRM’000 RM’000 RM’000 RM’000 RM’000

Group (cont’d)

At 31 March 2013

CostAt 1 April 2012 12,113 1,258 65 18,861 32,297Additions - - - 3,661 3,661Reclassification - 22,522 - (22,522) -Transfer to non-current assets classified as held

for sale (Note 24) - (1,258) - - (1,258)

At 31 March 2013 12,113 22,522 65 - 34,700

Accumulated depreciation and impairmentAt 1 April 2012

Accumulated depreciation - 485 4 - 489Accumulated impairment - - 19 - 19

- 485 23 - 508Transfer to non-current assets classified as held

for sale (Note 24) - (501) - - (501)Depreciation charge for the year - 279 1 - 280

At 31 March 2013 - 263 24 - 287

Represented by:Accumulated depreciation - 263 5 - 268Accumulated impairment - - 19 - 19

- 263 24 - 287

Net carrying amount 12,113 22,259 41 - 34,413




13. INVESTMENT PROPERTIES (CONT’D)

Freeholdland Buildings Total

RM’000 RM’000 RM’000Company

At 31 March 2014

CostAt 1 April 2013/31 March 2014 11,988 20,720 32,708

Accumulated depreciation and impairmentAt 1 April 2013Accumulated depreciation - 6,566 6,566Accumulated impairment - 6,469 6,469

- 13,035 13,035Depreciation charge for the year - 415 415Reversal of impairment (Note 4) - (6,469) (6,469)

At 31 March 2014 - 6,981 6,981

Net carrying amount 11,988 13,739 25,727

At 31 March 2013

CostAt 1 April 2012/31 March 2013 11,988 20,720 32,708

Accumulated depreciation and impairmentAt 1 April 2012Accumulated depreciation - 6,151 6,151Accumulated impairment - 6,469 6,469

- 12,620 12,620Depreciation charge for the year - 415 415

At 31 March 2013 - 13,035 13,035

Net carrying amount 11,988 7,685 19,673

(a) The fair value of investment properties of the Group and of the Company are estimated at RM134,890,000(2013:RM66,015,000) and RM58,731,000 (2013:RM58,126,000) respectively. Fair value is arrived at by reference tomarket evidence of transaction prices for similar properties in the location and category of the properties being valued. Inthe absence of current prices in an active market of the kind described above for certain investment properties, fair valueis arrived at by reference to the value-in-use of those investment properties.

The fair value of investment property under construction is not determined until the earlier of the date when construction iscompleted or the date at which fair value becomes reliably determinable.

(b) The Group’s addition during the year relates to a building which comprises thirteen (13)-storey stratified office floors underconstruction which was acquired by its wholly-owned subsidiary, Maple Domain Sdn Bhd as disclosed in Note 37(a).

(c) Buildings of the Company refers to school buildings which have been leased to a subsidiary with an aggregate carryingvalue of RM13,739,000 (2013:RM7,685,000).





14. GOODWILL

Group2014 2013

RM’000 RM’000

At beginning and end of year 12 12

15. LAND USE RIGHTS

Group Company 2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

At beginning of year 58 60 53 55Amortisation for the year (1) (2) (1) (2)

At end of year 57 58 52 53

Analysed as:Short term leasehold 52 53 52 53Long term leasehold 5 5 - -

57 58 52 53

16. INVESTMENTS IN SUBSIDIARIES

Company2014 2013

RM’000 RM’000

Unquoted shares, at cost 316,239 315,739Discount on loans to subsidiaries 8,289 4,375

324,528 320,114Less: Accumulated impairment losses (127,053) (117,353)

197,475 202,761

Details of the subsidiaries are as follows:

Proportion of Country of Ownership Interest

Name of Subsidiaries Principal Activities Incorporation 2014 2013% %

Bestform Limited ^ Investment holding Isle of Man 100.00 100.00

Bright Term Sdn Bhd Property development Malaysia 100.00 100.00

Clarity Crest Sdn Bhd Cultivation of rubber and oil palm Malaysia 100.00 100.00

L&G Resources (1994), Inc.^ Investment holding USA 100.00 100.00

Land & General Properties Sdn Bhd Property development Malaysia 100.00 100.00




16. INVESTMENTS IN SUBSIDIARIES (CONT’D)



Land & General Australia (Holdings) Pty Ltd ^ Investment holding Australia 100.00 100.00

Land & General Marketing Sdn Bhd Property management Malaysia 100.00 100.00

Lang Education Holdings Sdn Bhd Investment holding Malaysia 100.00 100.00

Lang Furniture (Pahang) Sdn Bhd Dormant Malaysia 100.00 100.00

Maple Domain Sdn Bhd Dormant Malaysia 100.00 100.00

Pillar Quest Sdn Bhd Investment holding Malaysia 100.00 -

Sri Damansara Sdn Bhd Property development Malaysia 100.00 100.00

Syarikat Trimal Sdn Bhd Property development Malaysia 100.00 100.00

Synergy Score Sdn Bhd Investment holding Malaysia 100.00 100.00

Winlink Pte Ltd* Dormant Singapore 100.00 100.00

Subsidiary of L&G Resources (1994), Inc.:

L&G Display Technologies, Inc. ^ Dormant USA 100.00 100.00

Subsidiaries of Land & General Australia (Holdings) Pty Ltd:

Lang Melbourne Pty Ltd ^ Dormant Australia 100.00 100.00

World Trade Centre Holdings Pty Ltd ^ Dormant Australia 100.00 100.00

Flinders Wharf Pty Ltd ^ Dormant Australia 100.00 100.00

Flinders Wharf One Pty Ltd ^ Dormant Australia 100.00 100.00

Flinders Wharf Two Pty Ltd ^ Dormant Australia 100.00 100.00

Flinders Wharf Land Pty Ltd ^ Dormant Australia 100.00 100.00

PLR Mayfields Pty Ltd ^ Dormant Australia 100.00 100.00

Subsidiary of Lang Education Holdings Sdn Bhd

Lang Education Sdn Bhd Education services Malaysia 100.00 100.00

Subsidiary of Pillar Quest Sdn Bhd

Xtreme Meridian Sdn Bhd Property development Malaysia 50.01 -








Subsidiary of Sri Damansara Sdn Bhd:

Sri Damansara Club Bhd Management of club activities Malaysia 100.00 100.00

Subsidiaries of SyarikatTrimal Sdn Bhd:

Mentari Unggul Sdn Bhd Dormant Malaysia 70.00 70.00

Tinvein Nominees Sdn Bhd Investment holding Malaysia 100.00 100.00

Subsidiary of Synergy Score Sdn Bhd:

Elite Forward Sdn Bhd Property development Malaysia 50.01 50.01

Subsidiary of World Trade Centre Holdings Pty Ltd:

Lang Australia Pty Ltd ^ Dormant Australia 100.00 100.00

Subsidiary of Tinvein Nominees Sdn Bhd:

Navistar Sdn Bhd Property development Malaysia 100.00 100.00

* Audited by a firm of auditors other than member firms of Ernst & Young Global ^ Audited for consolidation purpose only

(i) Key assumptions used in impairment calculations

Management determined the recoverable amount of these investments based on the individual asset’s value in use. Thepresent value of the future cash flows to be generated by these assets is the asset’s value in use and it is assumed to be thesame as net worth of the asset as at the reporting date. An impairment loss is recognised immediately in the profit or loss ifthe recoverable amount is less than the carrying amount.

During the financial year, the Company recognised an additional loss of its investment in Land & General Australia (Holdings)Pty Ltd of RM9,700,000, as disclosed in Note 8.

In the previous financial year, the Company recognised a reversal of impairment losses of RM21,516,000 and RM519,000on its investments in Clarity Crest Sdn Bhd and Lang Education Holdings Sdn Bhd respectively and an additional impairmentloss of its investment in Syarikat Trimal Sdn Bhd of RM407,000, as disclosed in Notes 4 and 8.

(ii) Additional investment in a subsidiary

On 28 February 2014, the Company subscribed additional 499,998 ordinary shares of RM1 each in Maple Domain SdnBhd (“MDSB”), a wholly-owned subsidiary of the Group, by way of capitalisation of RM499,998 amount owing by MDSB tothe Company.





(iii) Acquisition of subsidiaries

(a) On 7 August 2013, the Company acquired 100% equity interests comprising 2 ordinary shares of RM1 each in PillarQuest Sdn Bhd (“PQSB”) for a total cash consideration of RM2.

(b) On 12 February 2014, PQSB acquired 50.01% equity interests comprising 250,050 ordinary shares of RM1 each inXtreme Meridian Sdn Bhd for a total cash consideration of RM250,050.

The above acquisitions do not have material impact on the financial position and results of the Group as the subsidiariesare dormant.

(iv) Deconsolidation of a foreign subsidiary

In the previous financial year, the Company deregistered Premier Link Resources Ltd, a foreign subsidiary in British VirginIslands. The deconsolidation of the said subsidiary resulted in the realisation of loss on foreign exchange reserve ofRM666,000 at Group level, as disclosed in Note 8. There was no gain or loss at Company level.

(v) Summarised financial information of subsidiaries with material non-controlling interests

The summarised financial information of Elite Forward Sdn Bhd and Xtreme Meridian Sdn Bhd which have non-controllinginterests that are material to the Group is set out below. The summarised financial information presented below is the amountbefore inter-company elimination. The non-controlling interests in respect of Syarikat Trimal Sdn Bhd is not material to theGroup.

a) Summarised statements of financial positions

Elite Forward Sdn Bhd Xtreme Meridian Sdn Bhd Total

2014 2013 2014 2013 2014 2013RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Non-current assets 126 13 - - 126 13Current assets 197,547 144,819 40,102 - 237,649 144,819

Total assets 197,673 144,832 40,102 - 237,775 144,832

Non-current liabilities 26,798 63,898 27,992 - 54,790 63,898Current liabilities 54,563 43,915 4,064 - 58,627 43,915

Total liabilities 81,361 107,813 32,056 - 113,417 107,813

Net assets 116,312 37,019 8,046 - 124,358 37,019

Equity attributable to the owner of the Company 58,168 18,513 4,024 - 62,192 18,513

Non-controlling interests 58,144 18,506 4,022 - 62,166 18,506

116,312 37,019 8,046 - 124,358 37,019






(v) Summarised financial information of subsidiaries with material non-controlling interests (cont'd)

b) Summarised statements of comprehensive income


2014 2013 2014 2013 2014 2013RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Revenue 336,702 98,078 - - 336,702 98,078

Profit for the year 99,178 26,431 7,546 - 106,724 26,431

Profit attributable to :-- owners of the Company 49,599 13,218 3,774 - 53,373 13,218- non-controlling interests 49,579 13,213 3,772 - 53,351 13,213

99,178 26,431 7,546 - 106,724 26,431

Total comprehensive income attributable to :-

- owners of the Company 49,599 13,218 3,774 - 53,373 13,218- non-controlling interests 49,579 13,213 3,772 - 53,351 13,213

99,178 26,431 7,546 - 106,724 26,431

Xtreme Meridian Sdn Bhd was acquired by the Group on 12 February 2014, hence only the results after the date ofacquisition was consolidated.

c) Summarised statements of cash flows


2014 2013 2014 2013 2014 2013RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Net cash generated from operating activities 68,895 6,989 167 - 69,062 6,989

Net cash generated from investing activities 670 - - - 670 -

Net cash (used in)/generated from financing activities (53,563) 3,547 255 - (53,308) 3,547

Net increase in cash and cash equivalents 16,002 10,536 422 - 16,424 10,536

Cash and cash equivalents at beginning of year 6,552 (3,984) - - 6,552 (3,984)

Cash and cash equivalents at end of year 22,554 6,552 422 - 22,976 6,552




17. INVESTMENT IN ASSOCIATES

Group Company 2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

Unquoted shares, at cost:- In Malaysia 535 535 500 500- Outside Malaysia ^ - - - -Share of post-acquisition profit 940 940 - -

1,475 1,475 500 500Less: Accumulated impairment losses (1,475) (1,475) (500) (500)

- - - -

^ The cost of the investment is less than RM1,000

Details of the associates are as follows:


Name of Associates Principal Activity Incorporation 2014 2013% %

C.I. Damansara Quarry Sdn Bhd Dormant Malaysia 35.00 35.00

Projass Langbuilt Sdn Bhd Dormant Malaysia 50.00 50.00

FW Financing Solutions Pty Ltd Dormant Australia 50.00 50.00

The summarised financial information of the associates that are not individually material and not adjusted for the proportion ofownership interest held by the Group is as follows:

Group 2014 2013

RM’000 RM’000

Assets and liabilities Current assets, representing total assets 2,836 2,856

Current liabilities, representing total liabilities (26) (35)

Results Revenue - -

Loss for the year (13) (2)





18. INVESTMENT IN A JOINTLY CONTROLLED ENTITY

Group 2014 2013

RM’000 RM’000

Unquoted shares at cost * - -Share of post-acquisition reserves (11,823) (11,000)

(11,823) (11,000)Exchange differences (512) (1,254)

(12,335) (12,254)

* The cost of the investment is less than RM1,000

(a) Details of the jointly controlled entity are as follows:

Proportion of Name of Jointly Country of Ownership InterestControlled Entity Principal Activity Incorporation 2014 2013

% % Hidden Valley Australia Pty Ltd Property development Australia 50.00 50.00

The Group together with its joint venture partner have undertaken to support financially their investments in the jointlycontrolled entity of Hidden Valley Australia Pty Ltd for the next twelve months up to 31 March 2015.

(b) The summarised information as set out below represents the amounts in the financial statements of the jointly controlled entity and not the Group’s share of those amounts.

(i) Summarised statement of financial position

2014 2013 RM’000 RM’000

Non-current assets 25,173 29,459 Cash and bank balances 891 2,113 Other current assets 9,241 9,574

Total current assets 10,132 11,687

Total assets 35,305 41,146

Other payables 33,373 38,359 Borrowings 22,362 -

Total non-current liabilities 55,735 38,359

Trade and other payables 4,240 3,973 Borrowings - 23,323

Total current liabilities 4,240 27,296

Total liabilities 59,975 65,655

Net liabilities (24,670) (24,509)




18. INVESTMENT IN A JOINTLY CONTROLLED ENTITY (CONT’D)

(b) The summarised information as set out below represents the amounts in the financial statements of the jointly controlled entity and not the Group’s share of those amounts (cont’d).

(ii) Summarised statement of comprehensive income

2014 2013 RM’000 RM’000

Revenue 262 (4,095) Depreciation and amortisation (106) (139) Interest expense (1,325) (1,438) Loss after tax (8,165) (9,456) Total comprehensive income (8,165) (9,456)

(iii) Reconciliation of the summarised financial information presented above to the amount of the Group’s interest in thejointly controlled entity

2014 2013 RM’000 RM’000

Net liabilities at beginning of year (24,509) (14,811) Loss for the year (8,165) (9,456) Effects of foreign exchange differences arising from translation of

foreign operation at reporting date 8,005 (241)

Net liabilities at end of year (24,669) (24,508)

Representing carrying value of Group’s interest in the jointly controlled entity (12,335) (12,254)

19. OTHER INVESTMENTS

Unquoted sharesQuoted Former Third shares subsidiaries* parties Total

RM’000 RM’000 RM’000 RM’000 Group

At 31 March 2014

Non-currentFinancial assets at fair value through profit or loss 4,487 - - 4,487

Available-for-sale financial assets - 204,790 2,118 206,908Less: Accumulated impairment losses - (204,790) (2,118) (206,908)

- - - -

4,487 - - 4,487





19. OTHER INVESTMENTS (CONT’D)

Unquoted sharesQuoted Former Third shares subsidiaries* parties Total

RM’000 RM’000 RM’000 RM’000 Group

At 31 March 2013


Available-for-sale financial assets - 203,545 2,118 205,663Less: Accumulated impairment losses - (203,545) (2,118) (205,663)

- - - -

5,118 - - 5,118

Company

At 31 March 2014

Non-current Financial assets at fair value through profit or loss 4,287 - - 4,287

Available-for-sale financial assets - 181,269 300 181,569Less: Accumulated impairment losses - (181,269) (300) (181,569)

- - - -

4,287 - - 4,287

At 31 March 2013


Available-for-sale financial assets - 181,269 300 181,569Less: Accumulated impairment losses - (181,269) (300) (181,569)

- - - -

4,992 - - 4,992

* Included in unquoted shares at cost are the following former subsidiaries currently in liquidation:

Name of Companies Classification

US Furniture Industries, Inc. Deregistered

L&G Resort Sdn Bhd Court winding up

Lang Furniture (Selangor) Sdn Bhd Court winding up

Bandar Sungai Buaya Sdn Bhd Court winding up

Lembah Beringin Sdn Bhd Receivers and Managers appointed and under court winding up




20. INVENTORIES

Group 2014 2013

RM’000 RM’000

Cost:Properties held for sale 8,742 9,702Consumables 85 31

8,827 9,733

Cost of inventories recognised as an expense 961 2,762

Although the directors acknowledged that certain properties with carrying amount of RM7,120,000 (2013:RM7,120,000) heldfor sale as disclosed above are slow-moving, the directors believe that the Group will be able to realise all of its properties heldfor sale above their costs in the ordinary course of business.

21. TRADE AND OTHER RECEIVABLES

Group Company 2014 2013 2014 2013

Note RM’000 RM’000 RM’000 RM’000

CurrentTrade receivablesThird parties 31,982 23,345 - -Stakeholders sum 75 80 - -

32,057 23,425 - -Less: Allowance for impairment (1,521) (784) - -

Trade receivables, net 30,536 22,641 - -

Other receivablesAmounts due from related parties: (b)(ii)

Subsidiaries - - 106,690 101,658Jointly controlled entity - 256 - -Associates 1,167 1,193 1,119 1,119

1,167 1,449 107,809 102,777Deposits (b)(iii) 37,294 1,463 110 354Other receivables (b)(iv) 12,323 5,801 823 518

50,784 8,713 108,742 103,649Less: Allowance for impairment (4,141) (6,032) (76,257) (73,467)

Other receivables (current), net 46,643 2,681 32,485 30,182

77,179 25,322 32,485 30,182





21. TRADE AND OTHER RECEIVABLES (CONT’D)

Group Company 2014 2013 2014 2013

Note RM’000 RM’000 RM’000 RM’000

Non-current

Other receivables Amounts due from related parties: (b)(ii)

Subsidiary - - 96,426 18,417Jointly controlled entity 11,059 18,741 - -

Other receivables (b)(iv) 6 81 - -

11,065 18,822 96,426 18,417Less: Allowance for impairment (11,059) (1,196) - -

Other receivables (non-current), net 6 17,626 96,426 18,417

Total trade and other receivables 77,185 42,948 128,911 48,599Add: Deposits, cash and bank balances (Note 23) 183,758 172,371 103,082 92,211

Total loans and receivables 260,943 215,319 231,993 140,810

(a) Trade receivables

i) Trade receivables are non-interest bearing and generally on 30 to 90 days (2013: 30 to 90 days) terms. They arerecognised at their original invoice amounts which represent their fair value on initial recognition.

The ageing analysis of the Group’s trade receivables is as follows:

Group 2014 2013

RM’000 RM’000

Neither past due nor impaired 20,275 17,570

1 to 30 days past due not impaired 2,632 2,33531 to 60 days past due not impaired 2,253 79161 to 90 days past due not impaired 1,627 8291 to 120 days past due not impaired 773 663More than 121 days past due not impaired 2,976 1,200

10,261 5,071Impaired 1,521 784

32,057 23,425

Receivables that are neither past due nor impaired

Trade receivables that are neither past due nor impaired are creditworthy debtors with good payment records with theGroup.

None of the Group’s trade receivables that are neither past due nor impaired have been renegotiated during the financialyear.





(a) Trade receivables (cont’d)

Receivables that are past due but not impaired

Trade receivables that are past due but not impaired are unsecured in nature. However, the directors are of the opinionthat these debts should be realised in full without material losses in the ordinary course of business.

Of the Group’s trade receivables that are past due but not impaired at the reporting date, approximately 99% (2013:98%)of the total are due from property buyers who were sourcing for financing. Although these receivables have exceededthe credit term granted to them, no impairment has been made on these amounts as the Group is closely monitoringthe status of loan application by these buyers.

ii) Trade receivables that are impaired

The Group trade receivables that are impaired at the reporting date and the movement of the allowance accounts usedto record the impairment are as follows:

Group 2014 2013

RM’000 RM’000

Trade receivables - nominal amount 1,521 784Less: Allowance for impairment (1,521) (784)

- -

Movement in allowance accounts:

At beginning of year 784 2,789Charge to profit or loss 77 61Charge to progress billings 762 -Reversal of impairment loss (76) (30)Write off (26) (2,036)

At end of year 1,521 784

(b) Other receivables

i) The Group has no significant concentration of credit risk included under sundry receivables that may arise fromexposures to a single debtor or to groups of debtor except for debts due from subsidiaries.

Other receivables that are impaired

Movement in allowance accounts:

Group Company 2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

At beginning of year 7,228 460,409 73,467 496,651 Charge for the year 10,263 49 3,011 56 Write off (2,509) (453,064) (214) (423,240) Reversal (11) (92) (7) - Exchange differences 229 (74) - -

At end of year 15,200 7,228 76,257 73,467






(b) Other receivables (cont’d)

ii) Amounts due from related parties

Amount due from related parties are unsecured and non-interest bearing except for amounts classified as non-currentare remeasured at their amortised cost at a discount rate of base lending rate (“BLR”) minus 1.5% over the period ofrepayments.

iii) Deposits

Included in the deposits is the downpayment made during the year for the acquisition of a leasehold land amountingto RM35,544,000 (2013: nil), by Xtreme Meridian Sdn Bhd, a wholly-owned subsidiary of the Group as disclosed inNote 37(b)(i) and Note 38(a).

iv) Amounts due from other receivables

Included in other receivables are amounts totalling RM81,000 (2013:RM156,000), owing from two individual buyers,who purchased two (2) units of double storey shop office on 1 June 2013 and 28 June 2013 respectively, and settlingthem within thirty-six (36) monthly instalments.

22. OTHER CURRENT ASSETS

Group Company 2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

Prepayments 529 254 212 52 Accrued billings in respect of property development costs 176,130 49,501 - - Others 261 261 181 181

176,920 50,016 393 233

23. DEPOSITS, CASH AND BANK BALANCES

Group Company 2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

Cash on hand and at banks 41,950 33,830 368 331 Short term funds with financial institutions 38,801 26,258 13,456 7,098 Deposits with financial institutions 103,007 112,283 89,258 84,782

Total deposits, cash and bank balances 183,758 172,371 103,082 92,211 Bank overdraft (Note 27) - (9,378) - -

Cash and cash equivalents 183,758 162,993 103,082 92,211




23. DEPOSITS, CASH AND BANK BALANCES (CONT’D)

(i) Included in cash at banks of the Group were:

• amounts of RM40,222,000 (2013:RM31,603,000) held under the Housing Development Accounts (“HDA Account”)pursuant to Section 7A of the Housing Development (Control and Licensing) Act, 1966 (Act 118) and are thereforerestricted from use in other operations;

• amounts of RM14,000 (2013:RM17,000) held under a trust account pursuant to a Trust Deed dated 11 September1994 in relation to a membership scheme of a subsidiary, Sri Damansara Club Berhad. The application of the moniesis governed by the Trust Deed Agreement; and

• amounts of RM35,000 (2013:RM57,000) held under sinking funds maintained by a subsidiary, Sri Damansara ClubBerhad, for the purpose of repair and maintenance of properties.

(ii) Included in deposits with financial institutions of the Group were:

• amounts of RM86,000 (2013:RM85,000) pledged to banks as securities deposits for bank guarantees.

• amounts of RM1,138,000 (2013:RM1,248,000) held under a trust account pursuant to a Trust Deed dated 11September 1994 in relation to a membership scheme of a subsidiary, Sri Damansara Club Berhad. The application ofthe monies is governed by the Trust Deed Agreement; and

• amounts of RM1,853,000 (2013:RM1,679,000) held under sinking funds maintained by a subsidiary, Sri DamansaraClub Berhad, for the purpose of repair and maintenance of properties.

(iii) Included in cash at banks of the Company is an amount of RM1,000 (2013: Nil) held under a trustee reimbursementaccount pursuant to a Trust Deed dated 6 August 2013 between Pacific Trustees Bhd and the Company. The money shallbe returned to the Company upon settlement of all outstanding ICULS.

(iv) Included in deposits with financial institutions of the Company were:

• an amount of RM67,000 (2013:RM65,000) pledged to bank as security deposit for bank guarantee.

• an amount of RM29,000 (2013: Nil) held under a trustee reimbursement account pursuant to a Trust Deed dated 6August 2013 between Pacific Trustees Bhd and the Company. The money shall be returned to the Company uponsettlement of all outstanding ICULS.

The weighted average effective interest rates of deposits at the reporting date were as follows:

Group Company 2014 2013 2014 2013 % per % per % per % per

annum annum annum annum

Deposits with financial institutions 3.16 3.17 3.27 3.25 Short term funds with financial institutions 2.59 2.49 2.36 2.07

The average maturities of deposits as at the reporting date were as follows:

Group Company 2014 2013 2014 2013Days Days Days Days

Deposits with financial institutions 56 81 84 88





24. NON-CURRENT ASSETS CLASSIFIED AS HELD FOR SALE

Group 2014 2013

RM’000 RM’000

At carrying value: Freehold building (Note 13) - 757

On 26 November 2012, Land & General Properties Sdn Bhd, a wholly-owned subsidiary of the Group, offered its penthouse fordisposal to certain individual at a consideration of RM1,150,000. The sales and purchase agreement for the disposal was subsequentlysigned on 7 June 2013. The disposal fetched a gain of RM393,000 in the current financial year as disclosed in Note 4.

25. PROVISIONS

Liquidated Provision for Provision forascertained promotional financial

damages costs obligation TotalGroup RM’000 RM’000 RM’000 RM’000

31 March 2014

At 1 April 2013 1,297 997 33,712 36,006Unwinding of discount (Note 7) - - 1,450 1,450Utilisation - (807) - (807)Reversal (13) (190) - (203)

At 31 March 2014 1,284 - 35,162 36,446

Presented as follows:Current 1,284 - - 1,284Non-current - - 35,162 35,162

1,284 - 35,162 36,446

Liquidated Provision for Provision for Foreseeableascertained promotional financial loss of

damages costs obligation charged land TotalGroup (cont’d) RM’000 RM’000 RM’000 RM’000 RM’000

31 March 2013

At 1 April 2012 1,297 1,247 32,322 16,641 51,507Unwinding of discount (Note 7) - - 1,390 - 1,390Utilisation - (235) - (4,300) (4,535)Reversal - (15) - (12,341) (12,356)

At 31 March 2013 1,297 997 33,712 - 36,006

Presented as follows:Current 1,297 997 - - 2,294Non-current - - 33,712 - 33,712

1,297 997 33,712 - 36,006




25. PROVISIONS (CONT’D)

Provision forfinancial obligation 2014 2013

RM’000 RM’000

Company

At beginning of year 33,712 32,322 Unwinding of discount (Note 7) 1,450 1,390

At end of year 35,162 33,712

Presented as follows: Current - - Non-current 35,162 33,712

35,162 33,712

(a) Liquidated ascertained damages

Provision for liquidated ascertained damages is in respect of property development projects undertaken by the Group. Theprovision is recognised for expected liquidated ascertained damage claims based on the terms of the applicable sale andpurchase agreements.

(b) Provision for promotional costs

Provision for promotional costs are costs incurred that are associated with the sale of development units. These amountsare estimates of the obligations to be undertaken by the property development company.

The provision is based on the estimates of the obligations to be undertaken by the Group for each relevant purchases, termsand the respective sale agreements for each purchaser.

(c) Provision for financial obligation

This is the estimated financial liability, as assessed by the directors, arising from the liquidation of a subsidiary in the previousfinancial years. The provision is based on the total amount owing by the former subsidiary to the financial institutions and ithas been discounted using Group’s cost of fund over a period of ten (10) years from its initial recognition.

An annual review of the estimate is performed based on the latest available information.

(d) Foreseeable loss of charged land

This is the estimated loss as provided for several parcels of freehold land pledged as securities for borrowings granted to aformer subsidiary. The provision is made from the aggregated carrying value of the pledged freehold land.





26. TRADE AND OTHER PAYABLES

Group Company 2014 2013 2014 2013

Note RM’000 RM’000 RM’000 RM’000

Current

Trade payablesThird parties (a) 27,099 9,226 - -

Other payablesAmount due to subsidiaries (b) - - 57,410 55,912Amount due to companies related to major shareholders of the Company (c) 5,670 3,635 - -

Other payables (d) 21,319 12,291 425 435Accruals 36,005 48,633 970 1,018

62,994 64,559 58,805 57,365

90,093 73,785 58,805 57,365

Non-current

Trade payablesThird parties 16,074 6,857 - -

Other payablesAmount due to companies related to major shareholders of the Company (c) 21,753 7,439 - -

Other payables (d) 1,574 1,639 - -

39,401 15,935 - -

Total trade and other payables 129,494 89,720 58,805 57,365Add: Borrowings (Note 27) 20,103 66,764 439 138

Total other financial liabilities at amortised cost 149,597 156,484 59,244 57,503

(a) Trade payables

Trade payables are non-interest bearing and the normal trade credit term granted to the Group is 30 days (2013:30 days).

(b) Amounts due to subsidiaries

Amounts due to subsidiaries are unsecured, non-interest bearing and are repayable upon demand.

(c) Amounts due to companies related to major shareholders of the Company

Amount due to companies related to major shareholders of the Company are unsecured and non-interest bearing exceptfor amounts classified as non-current are remeasured at their amortised cost at a discount rate of base lending rate (“BLR”)minus 1.5% over the period of repayments.

Further details on the transactions with the related companies are disclosed in Note 36(a).




26. TRADE AND OTHER PAYABLES (CONT’D)

(d) Other payables

(i) Included in other payables of the Group are refundable deposits amounting to RM435,000 (2013:RM460,000) andRM1,289,000 (2013:RM1,212,000) in relation to club membership deposits in a subsidiary, Sri Damansara ClubBerhad, and student enrolment deposits in a subsidiary, Lang Education Sdn Bhd (“LESB”), respectively.

(ii) Included in other payables of the Group are student fees received in advance by LESB amounting to RM2,429,000(2013:RM2,476,000).

27. BORROWINGS

Group Company 2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

Current

Secured: Bank overdraft (Note 23) - 9,378 - - Hire purchase and finance lease liabilities 123 60 123 60 Term loan 1 - 92 - - Term loan 2 5,552 - - - Bridging loan 7,164 - - -

12,839 9,530 123 60

Non-current

Secured: Hire purchase and finance lease liabilities 316 78 316 78 Term loan 2 6,948 12,500 - - Bridging loan - 44,656 - -

7,264 57,234 316 78

Total borrowings 20,103 66,764 439 138

The maturities of the borrowings as at end of the financial year are as follows:

Group Company 2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

Within one year 12,839 9,530 123 60More than 1 yearand less than 2 years 7,063 36,667 115 38More than 2 yearsand less than 5 years 201 20,567 201 40

20,103 66,764 439 138





27. BORROWINGS (CONT’D)

The credit facilities granted to the subsidiaries are as follows:

(a) Term loan 1 amounting to RM38,500,000 to partially finance the purchase of the land situated in Ampang and the followingfacilities were granted to Elite Forward Sdn Bhd, to partially finance the development on the said land:

(i) overdraft facility of RM16,000,000; and (ii) bridging loan facility of RM90,000,000 for the purpose of the development of the land.

All the above facilities are secured by: (i) a first legal charge over the land acquired; (ii) specific debenture over property and building together with fixtures and fittings on the property; (iii) specific debenture over development project together with fixed and floating assets, intellectual properties, goodwill,

revenues, undertakings and all other rights relating to the project; and (iv) proportionate corporate guarantee by the Company.

Term loan 1 is repayable over 83 monthly instalments of RM450,000 and a final payment of RM1,150,000 commencing onthe 37th month from the date of first drawdown of 10 May 2010 or via redemption of units, whichever is earlier. Thesubsidiary had fully settled the term loan during the financial year.

Bridging loan facility of RM90,000,000 (2013:RM90,000,000) bears interest at bank’s BLR minus 1.5% per annum and isrepayable over 84 monthly instalments of RM1,276,000 each with adjustment in the last monthly instalment commencingon the 37th month of the date of first drawdown of 22 August 2011 or via redemption of units, whichever is earlier.

Both term loan 1 and the bridging loan bear interest at the base lending rate (“BLR”) minus 1.5% per annum; whereasbank overdraft is at BLR.

(b) Term loan 2 amounting to RM12,500,000, was granted to Bright Term Sdn Bhd, to partially finance the purchase of certainplots of land situated in Seremban. The said loan is secured by:

(i) a first legal charge over the land acquired; and (ii) corporate guarantee by the Company.

In accordance with supplemental letter of offer dated 8 April 2013, term loan 2 is repayable over 8 equal quarterly instalmentsof RM1,388,000 each and a final instalment of RM1,396,000. The repayment shall commence on 10 April 2014.

The said loan bears interest at BLR minus 1.5%.

Subsequent to the financial year end, the said loan was fully settled by the subsidiary.

(c) The revolving credit facilities (RC1) totalling RM54,000,000 was granted to Sri Damansara Sdn Bhd, to partially finance thedevelopment of its Damansara Foresta project. The said revolving credit facilities are secured by:

(i) a first legal charge over the 3 parcels of project land; (ii) a first floating charge over all the present and future assets pertaining to the project; and (iii) corporate guarantee by the Company.

RC 1 is subject to annual renewal and bear interest at 1.25% + bank’s cost of fund.

As at reporting date, no drawdown has been made.

The hire purchase and finance lease liabilities bear interest at flat rates between 2.30% to 3.25% (2013: 2.27% to 3.25%) perannum.




28. SHARE CAPITAL

Group/Company Number of ordinary shares of RM0.20 each Amount

2014 2013 2014 2013 ‘000 ‘000 RM’000 RM’000

Authorised: At beginning and end of year 5,000,000 5,000,000 1,000,000 1,000,000

Issued and fully paid: At beginning of year 598,305 598,305 119,661 119,661 Conversion of ICULS (Note 30) 37,219 - 7,444 -

At end of year 635,524 598,305 127,105 119,661

The holders of ordinary share are entitled to receive dividends as declared from time to time and are entiled to one vote pershare at meetings of the Company. All the ordinary shares rank equally with regard to the Company’s residual assets.

The conversion of ICULS with a nominal value of RM0.13 each can be effected by way of:-

(a) the cash option, whereby one unit of ICULS is tendered together with cash payment of RM0.13 for one new ordinary shareof the Company, or

(b) the surrender option, whereby two units of ICULS are tendered for one new ordinary share of the Company.

29. SHARE PREMIUM

Group/Company 2014 2013

RM’000 RM’000

At beginning of year 17,036 17,036ICULS issuance expenses (978) -Conversion of ICULS 2,233 -

At end of year 18,291 17,036

The conversion price of ICULS is RM0.26 for every one (1) new ordinary share which gives rise to share premium of RM0.06sen for every new ordinary share issued. Detailed information on ICULS is diclosed in Note 30.





30. IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS (“ICULS”)

The ICULS, a compound instrument have been split between the liability and equity components as follows:

Group/CompanyEquity Liability

component component TotalRM’000 RM’000 RM’000

At 1 April 2013 - - -Issued during the year 74,832 2,948 77,780Converted into ordinary shares during the year- by cash option (4,620) (182) (4,802)- by surrender option (72) (3) (75)Deferred tax effects- on issuance 737 - 737- on conversion (46) - (46)Accrual of interest - 138 138

At 31 March 2014 70,831 2,901 73,732

The liability component is as follows:

Group/Company 2014 2013

RM’000 RM’000

Current liabilities 364 -Non-current liabilities 2,537 -

2,901 -

On 25 September 2013, the Company issued a renounceable rights issue of 598,304,530 units of 1% 5-year ICULS at nominalvalue of RM0.13 each which amounted to RM77,779,600 in proceeds. The ICULS were listed on Bursa Malaysia on 30September 2013.

The proceeds from the issuance is used to fund the acquisition of one block of thirteen storey stratified office floors constructedon a piece of freehold land in Putrajaya by Maple Domain Sdn Bhd, its wholly-owned subsidiary, as disclosed in Note 37(a) andfor the working capital requirements of the Group.

The ICULS at nominal value of RM0.13 each were constituted by a Trust Deed dated 6 August 2013 made between the Companyand the Trustee for the holders of the ICULS.

The main features of ICULS are as follows:

(a) The ICULS shall be convertible into ordinary shares of the Company during the period from 25 September 2013 to thematurity date on 24 September 2018 by:-

(i) surrendering two units of ICULS with a nominal value of RM0.13 each for one new ordinary share of RM0.20 each(“surrender option”); or

(ii) surrendering one unit of ICULS with a nominal value of RM0.13 each plus RM0.13 in cash for every new ordinary shareof RM0.20 each (“cash option”).

(b) Upon conversion of ICULS into ordinary shares, such shares shall rank pari passu in all respects with the ordinary sharesof the Company in issue at the time of conversion except that they shall not be entitled to any dividend or other distributionsdeclared in respect of a financial period prior to the financial period in which the ICULS are converted or any interim dividenddeclared prior to the date of conversion.




30. IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS (“ICULS”) (CONT’D)

(c) The ICULS bear a coupon rate of 1% per annum and is payable on an annual basis.

(d) At the end of the tenure, any outstanding ICULS will be automatically converted into fully paid new ordinary shares of RM0.20each.

During the financial year, 37,219,400 ordinary shares of RM0.20 each were issued resulting from the conversion of the37,503,900 units of ICULS as follows:-

(a) 36,934,900 units of ICULS were converted into ordinary shares by way of cash option with a total receipt of RM4,801,537;and

(b) 569,000 units of ICULS were converted into ordinary shares by way of surrender option.

31. RETAINED PROFITS

Prior to the year of assessment 2008, Malaysian companies adopted the full imputation system. In accordance with the FinanceAct 2007 which was gazetted on 28 December 2007, companies shall not be entitled to deduct tax on dividend paid, creditedor distributed to its shareholders, and such dividends will be exempted from tax in the hands of the shareholders (“single tiersystem”). However, there will be a transitional period of six years, expiring on 31 December 2013, to allow companies to payfranked dividends to their shareholders under limited circumstances. Companies also have an irrevocable option to disregardthe Section 108 balance (“S.108 balance”) and opt to pay dividends under the single tier system. The change in the tax legislationalso provides for the S.108 balance to be locked in as at 31 December 2007 in accordance with Section 39 of the Finance Act2007.

The Company did not elect for the irrevocable option to disregard the S.108 balance. Accordingly during the transitional period,the Company may utilise the credit in the S.108 balance to distribute cash dividend payments to ordinary shareholders as definedunder the Finance Act 2007. As at 31 December 2012, the Company has sufficient credit in the S.108 balance to pay frankeddividends out of its entire retained earnings. Any S.108 balance which has not been utilised as at 31 December 2013 isdisregarded. Thereafter, the Company may distribute dividends out of its entire retained earnings under the single tier system.

As at 31 March 2014, the Company has credit in the tax exempt account of RM85,370,000 (2013: RM85,370,000).

32. OTHER RESERVES

Group 2014 2013

Note RM’000 RM’000

Capital reserve (a) 12,133 12,133Foreign exchange reserve (b) 8,124 8,209

20,257 20,342

The movements in each category of reserve were as follows:

(a) Capital reserve

Group 2014 2013

RM’000 RM’000

At beginning and end of year 12,133 12,133

This reserve arose from the redemption of redeemable preference shares issued by subsidiaries.





32. OTHER RESERVES (CONT’D)

(b) Foreign exchange reserve

Group 2014 2013


At beginning of year 8,209 7,611Translation difference on net equity of foreign operations (85) (68)Realisation of foreign exchange reserve upon deconsolidation of foreign subsidiaries 16(iv) - 666

At end of year 8,124 8,209

The foreign exchange reserve comprises all foreign exchange differences arising from the translation of the financialstatements of foreign operations.

33. DEFERRED TAX

Group Company 2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

At beginning of year (3,887) (3,357) - -Recognised in profit or loss (Note 9) 2,512 (530) 34 -Recognised in equity (Note 30) 691 - 691 -

At end of year (684) (3,887) 725 -

Presented after appropriate offsetting as follows:-Deferred tax assets 1,508 - 725 -Deferred tax liabilities (2,192) (3,887) - -

(684) (3,887) 725 -

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

As at 1 Recognised in As at 31 Recognised Recognised in As at 31April 2012 profit or loss March 2013 in equity profit or loss March 2014

RM RM RM RM RM RMGroup

Deferred tax assetsICULS - - - 691 34 725Property development costs - - - - 117 117Unutilised tax losses - - - - 35 35Others - - - - 631 631

- - - 691 817 1,508

Deferred tax liabilitiesProperty, plant and equipment (218) (841) (1,059) - 137 (922)Fair value surplus in respect

of a landed property underdevelopment (3,139) 311 (2,828) - 1,558 (1,270)

(3,357) (530) (3,887) - 1,695 (2,192)

(3,357) (530) (3,887) 691 2,512 (684)




33. DEFERRED TAX (CONT’D)

Company

Deferred tax assets

ICULS RM’000

At 1 April 2013 -Recognised in equity 691 Recognised in profit or loss 34

At 31 March 2014 725

Deferred tax assets have not been recognised in respect of the following items:

Group Company 2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

Unutilised tax losses 35,572 36,990 - -Unabsorbed capital allowances 6,299 6,676 - -

41,871 43,666 - -

The unutilised tax losses and unabsorbed capital allowances of the Group are available indefinitely for set-offs against futuretaxable profits of the respective subsidiaries, subject to guidelines issued by the tax authorities. Deferred tax assets were notrecognized as it is not probable that sufficient taxable profits will be available in those subsidiaries in the foreseeable future.

The carried forward unutilised tax losses and unabsorbed capital allowances are subject to the agreement of the tax authorities.

34. CAPITAL COMMITMENTS

Group 2014 2013

RM’000 RM’000

Capital expenditureApproved and contracted for:- property, plant and equipment 278 2,011- investment property 7,249 -

7,527 2,011Approved but not contracted for:- property, plant and equipment 849 1,412

8,376 3,423





35. MATERIAL LITIGATIONS

(a) On 21 January 2000, Las Maha Corporation Sdn Bhd (“Las Maha”) entered into a contract with Sri Damansara Sdn Bhd(“SDSB”), a wholly-owned subsidiary of the Group, to carry out construction and completion of building and relevantinfrastructure works of the development project in Bandar Sri Damansara for a contract sum of RM11.5 million. Due to latedelivery of the project, SDSB had imposed liquidated damages on Las Maha for late completion of the project.

On 2 April 2004, Las Maha sent a Notice of Arbitration to SDSB alleging, inter alia, that SDSB was not entitled for anydamages for late completion of the project as Las Maha had achieved Practical Completion of works within reasonable time.In view of this, SDSB decided to refer the matter to Arbitration. Las Maha is claiming for the sum of RM2.2 million andSDSB has submitted a counter-claim for the amount of RM4.8 million, being liquidated damages claim of RM2.8 millionand other claims totalling RM2.0 million.

SDSB was subsequently informed by its solicitors that Las Maha had been wound up on 15 February 2005. SDSB’s solicitorshave filed the proof of debt on 20 February 2006. The Provisional Liquidator has yet to notify SDSB of a Creditors Meeting.

(b) A claim of RM6.1 million was made against Navistar, a wholly-owned subsidiary of the Group, by AK2 Runding Sdn Bhd(“AK2”). The claim is for purported fees due and outstanding for unpaid balance of professional fees for architecturalconsultancy services rendered for a proposed three stage commercial development then undertaken by Navistar.

AK2 served the Writ of summons dated 20 August 2008 on Navistar and Navistar had responded. On 26 March 2013, theHigh Court had entered a judgement against Navistar for the whole sum of RM6.1 milllion together with interest on the saidjudgement sum at 5% per annum from 26 March 2013 to the date of full settlement and cost at RM60,000. Navistar hadon 8 April 2013 filed an appeal to the Court of Appeal against the High Court’s decision. On 15 May 2013, Navistar had alsofiled an application for a Stay of Execution. On 2 July 2013, the application for a Stay of Execution was granted.

As at the reporting date, no provision was made as the directors of the Company, after consultation with the solicitors, areof the opinion that Navistar has a strong chance of succeeding in the appeal against the High Court’s decision. The Courtof Appeal has now fixed the hearing date for appeal on 15 October 2014.

36. RELATED PARTY DISCLOSURES

(a) In addition to the transactions detailed elsewhere in the financial statements, the Group and the Company had the followingtransactions with related parties during the financial year:

Group 2014 2013


Unwinding of discount on amount due from a jointly controlled entity 345 1,258Management fee paid by a jointly controlled entity - 254Unwinding of discount on amount due to companies related to major shareholders to the Company (i) & (ii) (458) (307)

Company 2014 2013

RM’000 RM’000

Unwinding of discount on amount due from subsidiaries 957 829Rental income from subsidiaries 2,567 2,567Management fee from subsidiaries 3,403 3,243Gross dividends from Malaysian subsidiaries 13,290 22,533Rental expense paid to a subsidiary (291) (478)

Outstanding balances in respect of the above transactions are disclosed in Notes 21 and 26.




36. RELATED PARTY DISCLOSURES (CONT’D)

Below are the details of companies related to major shareholders of the Company.

(i) Through the acquisition of Elite Forward Sdn Bhd (“EFSB”) by the Group on 30 September 2011, Forward SplendorSdn Bhd (“FSSB”) became a non-controlling interest in EFSB. FSSB is a related party to the Group by virtue of itsrelationship with Mayland Parkview Sdn Bhd (“MPSB”). MPSB is the major shareholder of the Company and bothMPSB and FSSB are wholly-owned subsidiaries of Malaysia Land Properties Sdn Bhd.

(ii) On 12 February 2014, Pillar Quest Sdn Bhd subscribed 250,050 ordinary shares of RM1 each fully paid in XtremeMeridian Sdn Bhd (“XMSB”) resulting in XMSB becoming a 50.01% subsidiary of the Group. Positive Valley Sdn Bhd(“PVSB”) which was then the holding company of XMSB become the non-controlling interest. PVSB is a related partyto the Group by virtue of its relationship with MPSB.

(b) Compensation of key management personnel

The remuneration of directors and other members of key management during the year are as follows:

Group Company 2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

Short term employee benefits 2,698 2,365 1,421 1,294 Post-employment benefits: - Defined contribution plan 324 284 170 155 - Other benefits 140 124 77 64

3,162 2,773 1,668 1,513

Included in the total compensation of key management personnel are executive directors’ remuneration and the estimatedmoney value of benefits in kind as disclosed in Note 6.

37. SIGNIFICANT EVENTS

(a) On 9 April 2013, the Company announced that it proposed to undertake the following:-

(i) Proposed renounceable rights issue of RM77,780,000 nominal value of five (5)-year, 1%, ICULS at 100% of the nominalvalue of RM0.13 each on the basis of RM0.13 nominal value of the ICULS for every one (1) existing share of RM0.20each in the Company; and

(ii) Proposed acquisition of one (1) block of thirteen (13)-storey stratified office floors (“office block”) being constructedover a piece of freehold land held under Geran 825, Lot No. 3, Presint 3, town and district of Putrajaya, state of WilayahPersekutuan Putrajaya by Maple Domain Sdn Bhd, a wholly-owned subsidiary of the Group, from Mayland Avenue SdnBhd (“MASB”) for a total cash consideration of RM72,484,000.

MASB is a related company of Mayland Parkview Sdn Bhd, which in turn is a major shareholder of the Company.

The above mentioned proposals were approved by the shareholders on 31 July 2013.

The Trust Deed constituting the terms and conditions of the ICULS has been duly executed on 6 August 2013.

The issuance and listing of the ICULS was completed on 30 September 2013 following the admission of RM77,779,589nominal value of ICULS to the Official List and the listing and quotation of ICULS on the Main Market of Bursa MalaysiaSecurities Berhad.

The office block was classified as investment property under construction as disclosed in Note 13, subsequent to receipt ofpayment amounting RM65,236,000.





37. SIGNIFICANT EVENTS (CONT’D)

(b) On 12 November 2013, the Company announced the following corporate proposals:

(i) Pillar Quest Sdn Bhd, a wholly–owned subsidiary of the Group, had on the same date entered into a joint venture andshareholders’ agreement with Positive Valley Sdn Bhd, a wholly-owned subsidiary of Malaysia Land Properties Sdn Bhdand a related company of Mayland Parkview Sdn Bhd, which in turn a major shareholder of the Company, to acquireand develop a parcel of commercial leasehold land in Jalan Ampang, Selangor via Xtreme Meridian Sdn Bhd (“XMSB”)as the joint venture company; and

(ii) XMSB had on the same day entered into a conditional Sale and Purchase Agreement (“SPA”) with Bingo’s Golf (Sdn)Bhd (“BGSB”) for the proposed acquisition of the said land for a total consideration of RM118,494,000.

The abovementioned proposals were approved by the shareholders by way of poll at Extraordinary General Meeting held on11 February 2014. On 12 February 2014, PQSB subscribed 250,050 ordinary shares of RM1.00 each in XMSB, therebymaking XMSB a 50.01% subsidiary of the Group.

38. SUBSEQUENT EVENTS

(a) The Sale & Purchase Agreement dated 12 November 2013, entered into between XMSB of the Group and BGSB wascompleted on 14 April 2014 upon the delivery of unencumbered title by BGSB and the settlement of the balance purchaseprice of the piece of land amounted to RM82,950,000 via a loan financing.

The details of this transaction are disclosed in Note 37 (b).

(b) On 29 May 2014, the Company announced that Land & General Australia (Holdings) Pty Ltd (“LGAH”), a wholly-ownedsubsidiary of the Group, has provided additional financial assistance to Hidden Valley Australia Pty Ltd (“HVA”), a 50%jointly controlled entity of the Group through LGAH, to facilitate the ordinary course of business. The advances are amountedAUD450,000, approximately to RM1,361,000. It is interest free and contributed jointly by joint venture partners inproportionate to their joint venture interest in HVA.

39. FINANCIAL INSTRUMENTS

(a) Financial risk management objectives and policies

The Group’s financial risk management policy seeks to ensure that adequate financial resources are available for thedevelopment of the Group’s businesses whilst managing its interest rate risk, foreign currency risk, liquidity risk, credit riskand market price risk. The Board reviews and agrees policies for managing each of these risks and they are summarisedbelow. It is the Group’s policy not to engage in speculative transactions.

(b) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of the Group’s financial instruments will fluctuate becauseof changes in market interest rates.

The Group’s primary interest rate risk relates to interest-bearing borrowings. The Group’s income and operating cash flowsare substantially independent of changes in market interest rates. The Group’s and the Company’s interest-bearing financialassets are mainly short term in nature and have been mostly placed in fixed deposits.

The information on maturity dates and effective interest rates of financial assets and liabilities are disclosed in their respectivenotes.

Sensitivity analysis for interest rate risk

At the reporting date, if interest rates had been 100 (2013:100) basis points lower/higher, with all other variables heldconstant, the Group’s profit for the year would have been RM10,000 (2013:RM35,000) higher/lower, arising mainly as aresult of lower/higher interest expense on floating rate loans and borrowings. The assumed movement in basis points forinterest rate sensitivity analysis is based on the currently observable market environment.




39. FINANCIAL INSTRUMENTS (CONT’D)

(c) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of the Group’s financial instrument will fluctuatebecause of changes in foreign exchange rates.

The Group is exposed to currency risk as a result of foreign currency transactions entered into by subsidiaries in currenciesother than their functional currency. Foreign currency denominated assets and liabilities together with expected cash flowsfrom anticipated transactions denominated in foreign currency give rise to foreign exchange exposures. Foreign exchangeexposures in transactional currencies other than the functional currency of the operating entities are kept to an acceptablelevel.

The Company has a number of investments in foreign subsidiaries whose net assets are exposed to currency translationrisk.

The currency exposure profile of financial assets and financial liabilities of the Group and of the Company are as follows:

Group Company 2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

Functional currency

Other receivablesAustralian Dollar - 17,804 - -Sterling Pound 1 1 - -

1 17,805 - -

Other current assetsAustralian Dollar 3 7 - -

Deposits, cash and bank balancesAustralian Dollar 1,181 1,887 679 705Sterling Pound 3,458 3,260 - -

4,639 5,147 679 705

Other payablesAustralian Dollar 91 139 - -US Dollar 28 27 - -Sterling Pound 8 13 - -Singapore Dollar 6 6 - -

133 185 - -

(d) Liquidity risk

Liquidity risk is the risk that the Group or the Company will encounter difficulty in meeting financial obligation due to shortageof funds.

The Group manages its debt maturity profile, operating cash flows and the availability of funding so as to ensure thatrefinancing, repayment and funding needs are met. As part of its overall liquidity management, the Group maintains sufficientlevels of cash or cash convertible investments to meet its working capital requirements.






(d) Liquidity risk (cont’d)

Analysis of financial instruments by remaining contractual maturities

The table below summarises the maturity profile of the Group’s and of the Company’s liabilities at the reporting date basedon contractual undiscounted repayment obligations.

2014 RM’000

On demand or within One to Over five one year five years years Total

Group Financial liabilities : Trade and other payables 90,093 45,437 1,050 136,580 Borrowings 11,094 10,367 - 21,461

101,187 55,804 1,050 158,041

Company Financial liabilities : Trade and other payables 58,805 - - 58,805 Borrowings 145 346 - 491

58,950 346 - 59,296

2013 RM’000

On demand or within One to Over five one year five years years Total

Group Financial liabilities : Trade and other payables 73,785 17,131 1,104 92,020 Borrowings 12,458 60,520 - 72,978

86,243 77,651 1,104 164,998

Company Financial liabilities : Trade and other payables 57,365 - - 57,365 Borrowings 68 88 - 156

57,433 88 - 57,521

(e) Credit risk

Credit risk is the risk of loss that may arise on outstanding financial instrument should a counterparty default on its obligation. The Group is exposed to credit risk mainly from its customer base, including trade and other receivables. The Group extendscredits to its customers based upon careful evaluation of the customer’s financial condition and credit history. Tradereceivables are monitored on an ongoing basis by the Group’s credit control department.





(e) Credit risk (cont’d)

At the reporting date, the Group’s and the Company’s maximum exposure to credit risk is represented by:

- The carrying amount of each class of financial assets recognised in the statements of financial position.

- A nominal amount of RM16,083,000 (2013:RM40,496,000) relating to corporate guarantees provided by the Companyto financial institutions for credit facilities granted to subsidiaries.

(i) Trade and other receivablesReceivable balances are monitored continually with the results that the Group’s exposure to credit risk is minimised.

The ageing analysis and information regarding impairment of the Group and of the Company are disclosed in Note 21.

(ii) Inter-company balancesThe Company provides unsecured loans and advances to subsidiaries. The Company monitors the result of thesubsidiaries regularly.

Other than the amount due from a jointly controlled entity and amount due from former subsidiaries, the Group does nothave any significant exposure to any individual customer or counterparty nor does it have any major concentration of creditrisk related to any financial instruments.

(f) Market price risk

Market price risk is the risk that the fair value of future cash flows of the Group’s financial instruments will fluctuate becauseof changes in market prices (other than interest or exchange rates).

The Group is exposed to market price risks arising from quoted equity instruments. The Group does not actively trade theseinvestments. To manage its market price risks arising from these investments, the Group closely monitors the effects offluctuation in equity prices and manages its portfolio within the limit set by the Board of Directors.

There has been no changes to the Group’s exposure to market risks or the manner in which these risks are managed andmeasured.

Sensitivity analysis for market price risk

At the end of reporting period, if the prices of quoted shares had been 5% (2013:5%) higher/lower, with all other variablesheld constant, the Group’s profit for the year would have been RM224,000 (2013:RM256,000) higher/lower, arising as aresult of higher/lower fair value gains on financial assets designated at fair value through profit or loss.

40. FAIR VALUE OF FINANCIAL INSTRUMENTS

(i) Financial instruments that are not carried at fair value and whose carrying amounts are reasonable approximation of fairvalue are as below :-

Note

Trade and other receivables (current and non-current)- Trade and other receivables 21- Amounts due from subsidiaries 21- Amounts due from a jointly controlled entity 21Deposits, cash and bank balances 23Trade and other payables (current and non-current) 26Loans and borrowings (current and non-current) 27

The carrying amounts of trade and other receivables (current) and trade and other payables (current) and deposits, cashand bank balances are reasonable approximation of fair values due to their short-term nature.





40. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONT’D)

(i) Financial instruments that are not carried at fair value and whose carrying amounts are reasonable approximation of fairvalue are as below (cont’d):-

The carrying amounts of the current portion of loans and borrowings are reasonable approximations of fair values due to theinsignificant impact of discounting.

The fair values of non-current loans and borrowings, receivables and payables are estimated by discounting expected future cashflows at market incremental lending rate for similar types of lending, borrowing or leasing arrangements at the reporting date.

The fair values of these financial instruments are estimated by discounting expected future cash flows at market incrementallending rate for similar types of lending, borrowing or leasing arrangements at the reporting date.

Non-current payables are recognized initially at fair value, which is calculated based on the present value of future principaland interest cash flows, discounted at the prevailing indicative interest rate of BLR - 1.50% (2013:BLR - 1.50%).

(ii) Quoted equity instruments

Fair value is determined directly by reference to their published market bid price at the reporting date.

The table below analyses financial instruments carried at fair value at the end of the reporting date by valuation method.The different levels have been defined as follows:

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

- Level 2: Inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, eitherdirectly (such as prices) or indirectly (such as derived from prices).

- Level 3: Inputs for the asset or liability that are not based on observable market date (unobservable inputs).

At the end of the reporting period, the Group held the following financial instruments carried at fair value on the statementof financial position:

Level 1RM'000

Group2014Other investmentsInvestment in quoted shares 4,487

2013Other investmentsInvestment in quoted shares 5,118

Company2014Other investmentInvestment in quoted shares 4,287

2013Other investmentInvestment in quoted shares 4,992

Determination of fair valueOther investments (Note 19): Fair value is determined by direct reference to their published market bid price in an activemarket at the reporting date.

There were no transfers between level 1, level 2 and level 3 fair value measurements during the financial year ended 31March 2013 and 31 March 2014.




40. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONT’D)

(iii) Financial guarantee contract

The Company provided financial guarantees to banks for credit facilities granted to subsidiaries. As at reporting date, thefair value of the financial guarantees is negligible as the probability of the financial guarantees being called upon is remotedue to the outstanding loans in the subsidiaries are adequately secured by land owned by the subsidiaries. Should thesubsidiaries default any loans repayments, the proceeds from the realisation of the land will be able to satisfy the outstandingdebts.

41. CAPITAL MANAGEMENT

The primary objective of the Group’s capital management policy is to maintain a strong capital base to support its businessesand maximise shareholder value.

The Group manages its capital structure and makes adjustments to it, in the light of changes in economic conditions or expansionplans of the Group. The Group may adjust the capital structure by issuing new shares, returning capital to shareholders oradjusting the amount of dividend paid to shareholders or sell assets to reduce the debts.

The Group monitors capital utilisation using the gearing ratio. This ratio is used to assess the appropriateness of the Group’sdebt level, hence its capital structure. The ratio is calculated as gross debt divided by total equity. Gross debt excludes currentand non-current hire purchase obligations, while total equity comprise equity attributable to the owners of the Company.

Group Company 2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

Short term borrowings 12,716 9,470 - -Long term borrowings 6,948 57,156 - -ICULS - liability component 2,901 - 2,901 -

Gross debts 22,565 66,626 2,901 -

Equity attributable to owners of the Company 481,792 327,018 363,847 279,553

Gross gearing (times) 0.05 0.20 0.01 -

42. SEGMENT INFORMATION

The Group has three reportable segments based on its products and services. The Managing Director together with the Boardof Directors are collectively the chief operating decision maker (“CODM”). CODM assesses the performance of these segmentsregularly based on internal management reports. The operations in each of the reportable segment are as follows:-

(i) Property investment, management and development of residential and commercial properties

(ii) Education operation of co-education schooling from kindergarten to secondary education

(iii) Others investment holding, land cultivation, management of club activities and dormant companies

Management monitors the operating results of its business units separately for the purpose of making decisions about resourceallocation and performance assessment. Segment performance is evaluated based on operating profit or loss for the financialyear, in certain respects as set out below, is measured differently from operating profit or loss in the consolidated financialstatements.

Transfer prices between operating segments are on an arm’s length basis in a manner similar to transactions with third parties.

With the exception of its property development in Australia via its jointly controlled entity called Hidden Valley Australia Pty Ltd,the Group’s entire active business operations is located in Malaysia.





42

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42. SEGMENT INFORMATION (CONT’D)

Notes: Nature of adjustments and eliminations to arrive at amounts reported in the consolidated financial statements.

A Inter-segment revenues are eliminated on consolidation.

B Other material non-cash expenses consist of the following items as presented in the respective notes to the financialstatements:

2014 2013 Note RM’000 RM’000

Write off and allowance for impairment on financial assets 8 10,343 112 Impairment loss on loan to a jointly controlled entity 8 4,198 1,107 Impairment loss on investment property 13 3,000 - Unrealised foreign exchange loss 8 343 -

17,884 1,219

C The following item is added to segment profit to arrive at profit before tax as presented in the consolidated statement ofcomprehensive income:

2014 2013 Note RM’000 RM’000

Share of losses of a jointly controlled entity 18 (4,083) (4,728)

D Additions to non-current assets consist of:

2014 2013 Note RM’000 RM’000

Property, plant and equipment 11 5,323 3,670Land held for property development 12(a) 1,046 4,320Investment properties 13 65,305 3,661

71,674 11,651

E The following items are added to/(deduct from) segment assets to arrive at total assets reported in the consolidated statementof financial position:

2014 2013 RM’000 RM’000

Investment in a jointly controlled entity (12,335) (12,254)Tax recoverable 200 979Deferred tax assets 1,508 -

(10,627) (11,275)





42. SEGMENT INFORMATION (CONT’D)

F The following items are added to segment liabilities to arrive at total liabilities reported in the consolidated statement offinancial position:

2014 2013 RM’000 RM’000

Deferred tax liabilities 2,192 3,887Tax payable 5,383 3,694

7,575 7,581

Geographical information

Revenue and non-current assets information based on the geographical location of customers and assets respectively are asfollows:

Revenue Non-current assets 2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

Malaysia 492,098 215,928 211,352 142,816Australia (197) 346 (12,335) 5,291Others 15 19 200 126

491,916 216,293 199,217 148,233




43. SUPPLEMENTARY INFORMATION

- Breakdown of retained profits into realised and unrealised

The breakdown of the retained profits of the Group and of the Company as at 31 March 2014 into realised and unrealised ispresented in accordance with the directive issued by Bursa Malaysia Securities Berhad dated 25 March 2010 and prepared inaccordance with Guidance on Special Matter No.1, Determination of Realised and Unrealised Profits and Losses in the contextof Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute ofAccountants.

Group Company 2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000 Total retained profits/(accumulated losses) of the

Company and its subsidiaries:- Realised 191,018 83,730 183,730 177,745- Unrealised (30,096) (33,778) (36,110) (34,889)

160,922 49,952 147,620 142,856Total share of retained profits from associates- Realised 940 940 - -Total share of accumulated losses from jointly controlled entity- Realised (11,822) (10,999) - -

150,040 39,893 147,620 142,856Add: Consolidation adjustments 95,268 130,086 - -

Total retained profits as per statements of financial position 245,308 169,979 147,620 142,856


AS AT 21 JULY 2014


Analysisof Shareholdings

Type of Shares : Ordinary Shares of RM0.20 eachAuthorised Share Capital : RM1,000,000,000 consist of 5,000,000,000 Ordinary Shares of RM0.20 eachIssued and Paid Up Capital : RM140,401,763.20 consist of 702,008,816 Ordinary Shares of RM0.20 each

Voting RightsOn show of hands : one (1) vote for every member of the Company present in person or by proxyOn a poll : one (1) vote for each share held

DISTRIBUTION OF SHAREHOLDINGS

No. of No. of % IssuedCategory Shareholders Shares Share Capital

Less than 100 184 5,386 negligible

100 - 1,000 4,045 3,744,237 0.53

1,001 - 10,000 11,351 58,325,325 8.31

10,001 - 100,000 5,267 177,236,358 25.25

100,001 - less than 5% of issued shares 748 359,277,510 51.18

5% and above of issued shares 1 103,420,000 14.73

TOTAL 21,596 702,008,816 100.00

SUBSTANTIAL SHAREHOLDER

DIRECT INDIRECTName No. of Shares % No. of Shares %

1) Mayland Parkview Sdn Bhd 103,420,000 14.73 - -

DIRECTORS’ INTEREST IN SHARES

DIRECT INDIRECTName No. of Shares % No. of Shares %

1) Dato' Hj Zainal Abidin Putih - - - -2) Low Gay Teck - - - -3) Ferdaus Mahmood - - - -4) Dato' Ir Dr A Bakar Jaafar - - - -5) Dato' Hj Ikhwan Salim Dato' Hj Sujak - - - -6) Tengku Maruan Tengku Ariff 2,000 negligible - -7) Hoong Cheong Thard - - - -8) Chiu Andrew Wah Wai - - 103,420,000* 14.73*

Note * Deemed interest through Mayland Parkview Sdn Bhd



Analysisof ShareholdingsAS AT 21 JULY 2014 (CONT’D)

LIST OF TOP 30 SHAREHOLDERS AS AT 21 JULY 2014

No. Name Holdings %

1 Amsec Nominees (Tempatan) Sdn Bhd 103,420,000 14.73 Pledged Securities Account - Ambank (M) Berhad for Mayland Parkview Sdn Bhd

2 Public Nominees (Tempatan) Sdn Bhd 19,400,000 2.76 Pledged Securities Account for Nik Awang @ Wan Azmi Bin Wan Hamzah (E-Kpg/Jrl)

3 Citigroup Nominees (Asing) Sdn Bhd 10,793,700 1.54 CBNY for Dimensional Emerging Markets Value Fund

4 HSBC Nominees (Asing) Sdn Bhd 9,782,300 1.39 Exempt AN for The Bank of New York Mellon (Mellon Acct)

5 Citigroup Nominees (Asing) Sdn Bhd 7,240,100 1.03 CBNY for DFA Emerging Markets Small Cap Series

6 Citigroup Nominees (Asing) Sdn Bhd 5,547,900 0.79 CBNY for Emerging Market Core Equity Portfolio DFA Investment Dimensions Group Inc

7 Alliancegroup Nominees (Tempatan) Sdn Bhd 4,000,000 0.57 Pledged Securities Account for Ong Siew Eng @ Ong Chai

8 HSBC Nominees (Asing) Sdn Bhd 4,000,000 0.57 HSBC-FS for Asian Smaller Companies Fund

9 Menta Construction Sdn Bhd 3,963,000 0.56

10 Ong Lee Veng @ Ong Chuan Heng 3,939,900 0.56

11 Cimsec Nominees (Asing) Sdn Bhd 3,827,530 0.55 Exempt AN for CIMB Securities (Singapore) Pte Ltd (Retail Clients)

12 UOB Kay Hian Nominees (Asing) Sdn Bhd 3,708,550 0.53 Exempt AN for UOB Kay Hian Pte Ltd ( A/C Clients )

13 HSBC Nominees (Asing) Sdn Bhd 3,680,000 0.52 Exempt AN for JP Morgan Chase Bank, National Association (Finland)

14 Chong Ah Him @ Chong Kum Kwan 3,674,000 0.52

15 Ng Cheng Yen 3,650,000 0.52

16 Merry Noel Robert 3,400,000 0.48

17 Tan Lee Soon Enterprise Sdn Bhd 3,367,000 0.48

18 Tan Lee Soon Holdings Sdn Bhd 3,080,000 0.44

19 Tee Ah Swee 2,964,000 0.42

20 Tah Chung Keong 2,800,000 0.40

21 Perlis State Economic Development Corporation 2,748,727 0.39

22 Tan Siow Beng 2,457,400 0.35

23 Citigroup Nominees (Asing) Sdn Bhd 2,344,705 0.33 Exempt AN for OCBC Securities Private Limited (Client A/C-NR)

24 HSBC Nominees (Asing) Sdn Bhd 2,312,300 0.33 Exempt AN for JP Morgan Chase Bank, National Association (U.S.A.)

25 RHB Capital Nominees (Tempatan) Sdn Bhd 2,248,700 0.32 Pledged Securities Account for Phoa Boon Ting (Ceb)

26 Citigroup Nominees (Asing) Sdn Bhd 2,132,900 0.30 UBS Lux for Artico Global Small Cap (Artico Sif-Sicav)

27 Low Chai Seng 2,000,000 0.28

28 RHB Capital Nominees (Tempatan) Sdn Bhd 2,000,000 0.28 Pledged Securities Account for Toh Yew Peng

29 Maybank Nominees (Tempatan) Sdn Bhd 1,960,000 0.28 Pledged Securities Account for Tan Chew Ee

30 Alliancegroup Nominees (Tempatan) Sdn Bhd 1,940,000 0.28 Pledged Securities Account for Tan Oiy Pow


AS AT 21 JULY 2014


Analysisof ICULS Holdings

Type of Securities : Five (5)-year, 1%, Irredeemable Convertible Unsecured Loan Stocks (ICULS) at nominal value of RM0.13 each (issued on 25 September 2013 and expiring on 24 September 2018)

Total ICULS issued : RM77,779,589 consist of 598,304,530 ICULS at nominal value of RM0.13 eachTotal Outstanding ICULS : RM64,261,046.72 consist of 494,315,744 ICULS at nominal value of RM0.13 each

Voting Rights On show of hands : one (1) vote for every ICULS holder of the Company present in person or by proxyOn a poll : one (1) vote for each ICULS held

DISTRIBUTION OF ICULS HOLDINGS

No. of No. of % OutstandingCategory ICULS Holders ICULS ICULS

Less than 100 1 79 negligible

100 - 1,000 329 312,068 0.06

1,001 - 10,000 1,923 10,595,815 2.14

10,001 - 100,000 1,577 59,873,182 12.12

100,001 - less than 5% of outstanding ICULS 419 183,163,600 37.05

5% and above of outstanding ICULS 1 240,371,000 48.63

TOTAL 4,250 494,315,744 100.00

DIRECTORS' INTEREST IN ICULS

DIRECT INDIRECTName No. of ICULS % No. of ICULS %

1) Dato' Hj Zainal Abidin Putih - - - -2) Low Gay Teck - - - -3) Ferdaus Mahmood - - - -4) Dato' Ir Dr A Bakar Jaafar - - - -5) Dato' Hj Ikhwan Salim Dato' Hj Sujak - - - -6) Tengku Maruan Tengku Ariff - - - -7) Hoong Cheong Thard - - - -8) Chiu Andrew Wah Wai - - 240,371,000* 48.63*

Note * Deemed interest through Mayland Parkview Sdn Bhd



Analysisof ICULS HoldingsAS AT 21 JULY 2014 (CONT’D)

LIST OF TOP 30 ICULS HOLDERS AS AT 21 JULY 2014

No. Name Holdings %

1 Amsec Nominees (Tempatan) Sdn Bhd 240,371,000 48.63Pledged Securities Account - Ambank (M) Berhad for Mayland Parkview Sdn Bhd

2 Wong Sue Yin 9,300,000 1.88

3 RHB Capital Nominees (Tempatan) Sdn Bhd 7,900,000 1.60Pledged Securities Account for Toh Yew Peng

4 Tng Kee Meng 4,000,000 0.81

5 Ching Neng Kiat 3,091,800 0.63

6 Alliancegroup Nominees (Tempatan) Sdn Bhd 3,000,000 0.61Pledged Securities Account for Ong Siew Eng @ Ong Chai

7 Ambank (M) Berhad 2,865,000 0.58Pledged Securities Account for Lim Heng Han (Smart)

8 Maybank Nominees (Tempatan) Sdn Bhd 2,782,000 0.56Lee Ah Beng

9 RHB Capital Nominees (Tempatan) Sdn Bhd 2,400,000 0.49Toh Yew Peng

10 Cimsec Nominees (Asing) Sdn Bhd 2,307,900 0.47Exempt AN for CIMB Securities (Singapore) Pte Ltd (Retail Clients)

11 Tee Bon Peng 2,240,000 0.45

12 Lim Yeok Beng 1,902,600 0.38

13 Choong Yoke Lee 1,862,900 0.38

14 UOB Kay Hian Nominees (Asing) Sdn Bhd 1,861,100 0.38Exempt AN for UOB Kay Hian Pte Ltd ( A/C Clients )

15 Wendy Lee Yoke Peng 1,800,000 0.36

16 Wong Ah Kee 1,755,700 0.36

17 Tan Kim Hoi 1,709,000 0.35

18 Alliancegroup Nominees (Tempatan) Sdn Bhd 1,649,800 0.33Pledged Securities Account for Loh Kuan Fong

19 Yap Yoke Lan 1,532,900 0.31

20 Chong Ching Yee 1,500,000 0.30

21 Lee Soon Mui 1,500,000 0.30

22 Maybank Nominees (Tempatan) Sdn Bhd 1,498,000 0.30Pledged Securities Account for Goh Boon Seang

23 Gilbert Lee Wai Kit 1,479,100 0.30

24 Tok Chin Thiam 1,450,000 0.29

25 Mary Tan @ Tan Hui Ngoh 1,350,000 0.27

26 Tan Seong Seng @ Tan Chang Chow 1,320,000 0.27

27 RHB Nominees (Tempatan) Sdn Bhd 1,318,200 0.27Pledged Securities Account for Ling Han Chai

28 Er Wan Inn 1,239,600 0.25

29 Ng Choon Chuy 1,200,000 0.24

30 Wong Heng Kuen 1,200,000 0.24


AS AT 31 MARCH 2014


List ofProperties

1

2

3

4

5

6

7

8

PURPOSE/EXISTING AREA

13-storeystratified office

Rubber and oilpalm estate

Office units, commercial unitsand car park

Land held for development

School building

Land held fordevelepment

Land held fordevelepment

Club house

TENURE

Freehold(underconstruction)

Freehold

Freehold

Freehold

Leasehold land expiring in 2110

Freehold

Freehold

Freehold

AGE OFBUILDING

(YEARS)

Underconstruction

-

1

-

14-16

-

-

18

LAND AREA(HECTARES)

-

1,009.71

-

10.80

6.07

5.56

14.71

14.48

BUILT-UP/ NET LETTABLE

AREA *(SQ FT)

132,687*

-

375,831

-

-

-

-

-

NET BOOKVALUE

RM’000

65,237

48,146

24,265

19,213

13,884

11,988

6,859

3,758

LOCATION

Lot 3, Presint 3, Townand District of Putrajaya,State of WilayahPersekutuan Putrajaya

Ladang KerlingMukim KerlingDistrict of Ulu SelangorSelangor

Lot no.62539 PT 120097Jalan SD 12/5Sri Damansara

Bandar Sri Damansara HousingDevelopment ProjectBalance of developmentland in Mukim Sungai BulohDistrict of PetalingGombak, Selangor

Sekolah Sri Bestari,Persiaran MargosaBandar Sri DamansaraKuala Lumpur

Lot 2058 & 2059,Mukim TebrauDaerah Johor BahruJohor

Lot Nos.659,663,664 & 665Mukim Sungai PetaniDistrict of Kuala MudaKedah

Lot 23304, Persiaran PerdanaBandar Sri DamansaraKuala Lumpur

Note:The List of Properties is in accordance with Appendix 9C (Part A) of the Listing Requirements of Bursa Malaysia Securities Berhad.



Notice of Fifty-first (51st)Annual General Meeting

NOTICE IS HEREBY GIVEN THAT the Fifty-first (51st) Annual General Meeting (“AGM”) of Land & General Berhad (“L&G”) will beheld at the Saga Room, the Sri Damansara Club, Lot 23304, Persiaran Perdana, Bandar Sri Damansara, 52200 Kuala Lumpur onMonday, 22 September 2014 at 10.00 a.m. for the following purposes:-

1. To receive and adopt the Audited Financial Statements for the financial year ended 31 March2014 and the Reports of the Directors and Auditors thereon

2. To declare and approve payment of a single tier final dividend of 2.0 sen per ordinary share inrespect of the financial year 31 March 2014

3. To approve the payment of Directors’ fees of RM344,168 in respect of the financial year ended 31 March 2014 (FY2013: RM370,000)

4. To re-elect the following Directors who retire pursuant to Article 93 of the Articles of Association ofthe Company and being eligible, offer themselves for re-election:-

(i) Dato’ Ir Dr A Bakar Jaafar;(ii) Tengku Maruan Tengku Ariff; and(iii) Encik Ferdaus Mahmood.

5. To elect Mr Chiu Andrew Wah Wai who retires pursuant to Article 98 of the Articles of Associationof the Company and being eligible, offer himself for election

6. To re-appoint Messrs Ernst & Young as Auditors of the Company and to authorise the Directors tofix their remuneration.

AS SPECIAL BUSINESS

To consider and if thought fit, to pass the following Ordinary Resolutions :-

7. Authority to issue shares pursuant to Section 132D of the Companies Act, 1965

“THAT pursuant to Section 132D of the Companies Act, 1965, the Directors be and are herebyauthorised to issue shares in the Company at any time until the conclusion of the next AnnualGeneral Meeting and upon such terms and conditions and for such purposes as the Directors mayin their absolute discretion deem fit, provided that the aggregate number of shares to be issueddoes not exceed 10% of the issued share capital of the Company for the time being and that theDirectors be and are also empowered to obtain approval for the listing of and quotation for theadditional shares so issued on Bursa Malaysia Securities Berhad, subject always to the approvalof all relevant regulatory bodies being obtained for such issues.”

8. Continuing in Office as Independent Non-Executive Director

“THAT authority be and is hereby given to Dato’ Ir Dr A Bakar Jaafar who has served as anIndependent Non-Executive Director of the Company for a cumulative term of more than nineyears, to continue to serve as an Independent Non-Executive Director of the Company.”

9. To transact any other business for which due notice shall have been given in accordance with theCompany’s Articles of Association and the Companies Act, 1965.

(Ordinary Resolution 1)



(Ordinary Resolution 4)(Ordinary Resolution 5)(Ordinary Resolution 6)






(CONT’D)


Notice of Fifty-first (51st)Annual General Meeting

NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT

NOTICE IS HEREBY GIVEN THAT, subject to the approval of the shareholders at the 51st AGM of L&G, a single tier final dividendof 2.0 sen per ordinary share in respect of financial year ended 31 March 2014 will be payable to the shareholders of the Companyon 16 October 2014. The entitlement date of the said dividend shall be 25 September 2014.

A depositor shall qualify for entitlement to the dividend only in respect of:

(a) shares transferred to the depositor’s securities account before 4.00 p.m. on 25 September 2014 in respect of transfers; and

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

By order of the Board

Wong Wai Foong (MAICSA 7001358)Lee Siw Yeng (MAICSA 7048942)

Secretaries

Kuala Lumpur28 August 2014

Notes:-

1. Appointment of Proxy

(i) A member entitled to attend and vote at this Meeting is entitled to appoint a proxy or proxies to attend and vote in his stead.A proxy need not be a member of the Company.

There shall be no restriction as to the qualification of the proxy and Section 149 (1)(b) of the Companies Act, 1965 shall notapply.

A proxy appointed to attend and vote at a meeting of the Company shall have the same right as the Member to speak at themeeting.

(ii) A member shall not be entitled to appoint more than two (2) proxies.

(iii) Where a Member of the Company is an authorised nominee as defined in the Securities Industry (Central Depositories) Act,1991 (“SICDA”), it may appoint not more than two (2) proxies in respect of each securities account it holds in ordinaryshares of the Company standing to the credit of the said securities account.

(iv) Where a Member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiplebeneficial owners in one (1) securities account (“omnibus account”), there is no limit to the number of proxies which theexempt authorised nominee may appoint in respect of each omnibus account it holds.

An exempt authorised nominee refers to an authorised nominee defined under the SICDA which is exempted fromcompliance with the provisions of subsection 25A(1) of SICDA.

(v) Where a Member or an authorised nominee appoints two (2) proxies, the proportion of shareholdings to be represented byeach proxy must be specified in the instrument appointing the proxies.

Where an exempt authorised nominee appoints two (2) or more proxies, the proportion of shareholdings to be representedby each proxy must be specified in the instrument appointing the proxies.



Notice of Fifty-first (51st)Annual General Meeting(CONT’D)

(vi) The instrument appointing a proxy in the case of an individual shall be signed by the appointer or his attorney, and in thecase of a corporation either under its common seal or signed by its attorney or by an officer on behalf of the corporation.

(vii) The Proxy Form, duly completed, must be deposited at the Registered Office of the Company at 8trium, Level 21 Menara1, Jalan Cempaka SD12/5, Bandar Sri Damansara, 52200 Kuala Lumpur not less than forty-eight (48) hours before thetime set for holding the Meeting or any adjournment thereof.

(viii)Only members whose names appear in the Record of Depositors as at 12 September 2014 will be entitled to attend andvote at the meeting or appoint proxy (proxies) to attend and vote on their behalf.

2. Explanatory Note on Special Business:-

(i) Ordinary Resolution 9 - Authority to issue shares pursuant to Section 132D of the Companies Act, 1965

The Proposed Ordinary Resolution 9 is a renewal of Section 132D mandate obtained from the Shareholders of the Companyat the previous AGM and, if passed, will empower the Directors to issue ordinary shares of the Company up to an amountnot exceeding in total 10% of the issued share capital of the Company for purpose of fund raising exercise including but notlimited to further placement of shares for purpose of funding current and/or future projects, working capital, acquisitionand/or for issuance of shares as settlement of purchase consideration. This authority unless revoked or varied at a generalmeeting will expire at the next AGM.

Since the last AGM, there was no issuance of new ordinary shares by the Company pursuant to Section 132D mandate andthe Directors do not intend to utilise the Section 132D mandate from the date of issuance of this Annual Report up to theexpiry date of the existing mandate.

(ii) Ordinary Resolution 10 – Continuing in Office as Independent Non-Executive Director

Pursuant to the Malaysian Code on Corporate Governance 2012, the Nominating Committee recommends Dato’ Ir Dr ABakar Jaafar, who has served as an Independent Non-Executive Director of the Company for a cumulative term of morethan nine years, to continue to serve as an Independent Non-Executive Director of the Company based on the followingjustifications:-

a. he fulfills the criteria of an Independent Director pursuant to the Listing Requirements of Bursa Securities;

b. he provides the Board a diverse set of experience, skill and expertise as he is a highly qualified person who has beencontributing to academic fields relating to science and technology as well as serving government agencies for manyyears;

c. he is familiar with the Company’s business operations and the property development market as he has been with theCompany for more than 9 years and is aware of current issues confronting the Company and he continues to providevaluable input to steer the Company forward; and

d. he has devoted sufficient time and attention to his professional obligations for informed and balanced decision making.


Form ofProxy

LAND & GENERAL BERHAD (Company No.: 5507-H)

(Incorporated in Malaysia)

I/We __________________________________________________________________________________________________________(FULL NAME IN BLOCK LETTERS)

of _____________________________________________________________________________________________________________(ADDRESS IN FULL)

_______________________________________________________________________________________________________________

being a member / members of LAND & GENERAL BERHAD hereby appoint ______________________________________________

_______________________________________________________________________________________________________________(FULL NAME IN BLOCK LETTERS)

or failing him, the Chairman of the Meeting as my/our proxy/proxies to vote for me/us and on my/our behalf at the Fifty-first (51st)Annual General Meeting of Land & General Berhad to be held at the Saga Room, the Sri Damansara Club, Lot 23304, PersiaranPerdana, Bandar Sri Damansara, 52200 Kuala Lumpur on Monday, 22 September 2014 at 10.00 a.m. and at any adjournmentthereof.

My/our proxy/proxies shall vote as indicated below:-

Item Agenda RESOLUTION FOR AGAINST

1. Adoption of Audited Financial Statements and Reports Ordinary Resolution 1

2. Declaration and payment of a single tier final dividend Ordinary Resolution 2

3. Payment of Directors’ fees Ordinary Resolution 3

4. Re-election of the following Directors:

(i) Dato’ Ir Dr A Bakar Jaafar Ordinary Resolution 4

(ii) Tengku Maruan Tengku Ariff Ordinary Resolution 5

(iii) Encik Ferdaus Mahmood Ordinary Resolution 6

5. Election of Mr Chiu Andrew Wah Wai as Director Ordinary Resolution 7

6. Re-appointment of Auditors Ordinary Resolution 8

7. Authority to issue shares pursuant to Section 132D, Ordinary Resolution 9 Companies Act 1965

8. Continuing in office as Independent Non-Executive Director Ordinary Resolution 10 - Dato’ Ir Dr A Bakar Jaafar

(Please indicate with an “X” in the spaces provided how you wish your votes to be cast on the resolutions specified. If you do not doso, your proxy/proxies will vote or abstain from voting at his/her/their discretion.)

No. of Shares

CDS Account No. Signature : ______________________________

Contact No. Date : __________________________________

Notes:-

(i) A member entitled to attend and vote at this Meeting is entitled to appoint a proxy or proxiesto attend and vote in his stead. A proxy need not be a member of the Company.

There shall be no restriction as to the qualification of the proxy and Section 149 (1)(b) of theCompanies Act, 1965 shall not apply.

A proxy appointed to attend and vote at a meeting of the Company shall have the same rightas the Member to speak at the meeting.

(ii) A member shall not be entitled to appoint more than two (2) proxies.

(iii) Where a Member of the Company is an authorised nominee as defined in the SecuritiesIndustry (Central Depositories) Act, 1991 (“SICDA”), it may appoint not more than two (2)proxies in respect of each securities account it holds in ordinary shares of the Companystanding to the credit of the said securities account.

(iv) Where a Member of the Company is an exempt authorised nominee which holds ordinaryshares in the Company for multiple beneficial owners in one (1) securities account (“omnibusaccount”), there is no limit to the number of proxies which the exempt authorised nomineemay appoint in respect of each omnibus account it holds.

An exempt authorised nominee refers to an authorised nominee defined under the SICDAwhich is exempted from compliance with the provisions of subsection 25A(1) of SICDA.

(v) Where a Member or an authorised nominee appoints two (2) proxies, the proportion ofshareholdings to be represented by each proxy must be specified in the instrument appointingthe proxies.

Where an exempt authorised nominee appoints two (2) or more proxies, the proportion ofshareholdings to be represented by each proxy must be specified in the instrument appointingthe proxies.

(vi) The instrument appointing a proxy in the case of an individual shall be signed by the appointeror his attorney, and in the case of a corporation either under its common seal or signed by itsattorney or by an officer on behalf of the corporation.

(vii) The Proxy Form, duly completed, must be deposited at the Registered Office of the Companyat 8trium, Level 21 Menara 1, Jalan Cempaka SD12/5, Bandar Sri Damansara, 52200 KualaLumpur not less than forty-eight (48) hours before the time set for holding the Meeting orany adjournment thereof.

(viii) Only members whose names appear in the Record of Depositors as at 12 September 2014will be entitled to attend and vote at the meeting or appoint proxy (proxies) to attend and voteon their behalf.


The SecretaryLAND & GENERAL BERHAD (5507-H)8TRIUM LEVEL 21 MENARA 1JALAN CEMPAKA SD 12/5BANDAR SRI DAMANSARA52200 KUALA LUMPURMALAYSIA

Stamp

Please fold here

Please fold here


LAND & GENERAL BERHAD (5507-H)

8trium,Ê LevelÊ 21,Ê MenaraÊ 1,ÊJalanÊ CempakaÊ SDÊ 12/5,BandarÊ Sri Ê Damansara,52200Ê KualaÊ Lumpur,Malaysia.

T : Ê +603Ê 6279Ê 8000F : Ê +603Ê 6277Ê 7061E : Ê [email protected] : Ê www.land-general.com

ann u alÊ repor t - land & general berhad · ann u alÊ repor t ... (5507-h) annual report...

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