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PJB

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PJBUMI BERHAD(141537-M)

We make the WORLDa BETTER PLACE

Annual Report 2014


6, Jalan Astaka U8/83Seksyen U8, Bukit Jelutong

40150 Shah Alam, Selangor D.E.Tel: (603) 7847 5740Fax: (603) 7847 4597www.pjbumi.com.my

VISION

MISSION

To be a world class total environmental solution provider

At PJBumi we are committed to upholding a proud tradition of being the country’s leading integrated provider of products and services relating to the efficient and effective management of our environment. In addition to our aim to provide continuous and outstanding cost effective services to our customers nationwide, we remain steadfast in our social responsibility to contribute back to the community in order to ensure the existence of a more caring and responsive society.

Corporate Information 2Corporate Structure 3

irectors and s ro les 4ive ear inancial tatistics roup 7

Chairman of the BOD’s Statement 9orporate ocial esponsi ility 10tatement on orporate overnance 11udit ommittee eport 17tatement on is anagement and Internal ontrol 20ther dditional ompliance Information 22inancial tatements 23

List of Properties 78hareholdings nalysis 79otice of nnual eneral eeting 81ro y orm

CONTENTS

P J B U M I B E R H A D • A N N U A L R E P O R T 2 0 1 4

2

Abdul Rahman bin Haji Siraj – Chairman of BOD / Independent Non-Executive Director Adlin bin Shaharudin roup anaging irector appointed w.e.f. . .Ahmad bin Md Daud – Independent Non-Executive DirectorMohd Mahyudin bin Zainal – Non-Independent Non-Executive Director resigned w.e.f. . .Nik Md Nor Suhaimi bin Nik Ibrahim – Independent Non-Executive Director

Corporate Information

PRINCIPAL OFFICERGroup Chief Executive Officer

ohamed asir in an Idrus

AUDIT COMMITTEEChairman

hmad in d aud Members

dul ahman in a i iraohd ahyudin in ainal resigned w.e.f. . .i d or uhaimi in i I rahim appointed w.e.f. . .

REMUNERATION COMMITEEChairman

ohd ahyudin in ainal resigned w.e.f. . .dul ahman in a i ira appointed w.e.f. . .

Membershmad in d audi d or uhaimi in i I rahim

NOMINATION COMMITTEEChairman

i d or uhaimi in i I rahim

Membersdul ahman in a i ira

hmad in d aud

COMPANY SECRETARIESim ec ah I . . handrasegaran . urugasu I .

REGISTERED OFFICEevel , angunan a er Imperial ourt,alan ultan Ismail,

uala umpur.el a

PRINCIPAL BANKERSffin an erhad m an erhad

an erhad I an erhad alayan an ing erhad

SHARE REGISTRARega orporate ervices dn. hd.

evel , angunan a er Imperial ourt,alan ultan Ismail ,

uala umpurel a

AUDITORSessrs fri an armili hairul har

Chartered Accountants, , alan ampai iaga ,

ampai usiness ar , uala umpur

el a

STOCK EXCHANGE LISTINGMain Market ofBursa Malaysia Securities Berhad

I

BOARD OF DIRECTORS


3

Corporate Structure

PJBUMICONSTRUCTION

SDN BHD100%

PJBUMIRESOURCES

SDN BHD100%

PJBUMICOMPOSITES

SDN BHD100%

PJBUMIWASTE

MANAGEMENTSDN BHD

100%

PJBUMISERVICESSDN BHD

100%


3

ENGINEERING & CONSTRUCTION

(E&C)

COMPOSITE MANUFACTURING

(CM)

INDUSTRIALSERVICES

(IS)


4

Directors’ Profile

ABDUL RAHMAN BIN HAJI SIRAJ, 56, MALAYSIANIndependent Non-Executive DirectorChairman of Board of Directors

hairman of emuneration ommitteeem er of the udit ommitteeem er of the omination ommittee

ADLIN BIN SHAHARUDIN, 42, MALAYSIANroup anaging irector

e oined the oard on e ruary as an Independent on ecutive irector and su se uently appointed as hairman of the oard on ovem er . e graduated with a achelor of ccounting ons egree from

niversity e angsaan alaysia. e is a mem er of the alaysian Institute of ccountants.

e has served e aco ploration Inc. e as as hief ccountant from to . hile in e aco, he served in various countries oth in atin merica and sia and was given the tas of overseeing the entire offshore and e ploration accounting system. is last appointment in e aco was in ash ent, e istan. e su se uently oined ha anah asional hd as eneral anager in and was given the tas of overseeing ha anah s new

investment programme oth locally and overseas. e served ha anah for two years and later oined Intrtia hd as its irector, usiness evelopment. In , he was appointed hief ecutive fficer of I alaysia hd, a position he held for three years until eptem er . herea er, he was appointed as the hief ecutive fficer of aliwor s orporation erhad, a position he held until .

e does not hold any directorship in other pu lic companies. e does not hold any shares in umi erhad and does not have any family relationship with its directors or ma or shareholders. e has no con ict of interest with

umi and has no convictions of offences within the past ten years e cept for traffic offences, if any.

e oined the oard on ovem er as the roup anaging irector. e graduated with a achelor of ccountancy from niversity of alaya in .

e started his career with eat arwic alaysia in and later oined enanga erhad presently nown as enanga Investment an erhad in . e le for ingapore in to oin an asset management

company ased in ingapore where he was e posed to ergers c uisitions and international fund raising transactions.

n ay , he was appointed to the oard of I apital dn hd, a position he holds until today.

e does not hold any directorship in other pu lic companies. e has deemed interest of , , shares in the ompany. lease refer to page under irectors hareholding of this nnual eport. e has no family relationship

with other directors of umi. e has no con ict of interest with umi and has no convictions of offences within the past ten years e cept for traffic offences.


5

Directors’ Profile cont’d

AHMAD BIN MD DAUD, 61, MALAYSIANIndependent Non-Executive DirectorChairman of the Audit Committee

em er of the emuneration ommitteeem er of the omination ommittee

NIK MD NOR SUHAIMI BIN NIK IBRAHIM, 58, MALAYSIANIndependent Non-Executive DirectorChairman of the Nomination Committee

em er of udit ommitteeem er of the emuneration ommittee

e oined the oard on e ruary as an Independent on ecutive irector. e graduated with aster in usiness dministration from niversity echnology ara i in and iploma in lectrical and lectronics ngineering from niversity echnology ara I in .

e started his career as rocess ngineer with ational emiconductor dn hd and later oined e as Instruments alaysia dn hd as rocess ontrol ngineer involved in semiconductor assem ly. In anuary , he oined an em angunan alaysia erhad and was posted into various positions carrying out various duties from

technical evaluation, pro ect reha ilitation, pro ect appraisal, entrepreneurial development, ranch operation to ris management. resently, he is the anaging irector of grofarm dn hd. e is also the hairman of

ersatuan engimpot erterna dan engusaha erna an uminan egeri edah. In , he was estowed with ingat hidmat emerlang asyara at y ang i ertuan egeri em ilan.



e oined the oard on pril as an Independent on ecutive irector. e graduated with a achelor of cience ma oring in inance from orthern Illinois niversity e al , Illinois, in and iploma in an ing tudies from niversity echnology ara i in .

e started his career in with alayan an ing erhad and later oined ay an Investment an in holding various positions and therea er moved ac to alayan an ing erhad in and remained with the

an until ugust .




6

MOHAMED NASIR BIN WAN IDRUS, 53, MALAYSIANroup hief ecutive fficer

ohamed asir oined the ompany on anuary as its hief ecutive fficer. e graduated with a achelor of ngineering echanical from the niversity of ueensland, ustralia.

e started his career with erwa a teel dn hd in and the last position he held was as eputy orporate irector emaman perations . In , he oined olden ope lantation erhad as eneral anager. rom ovem er until ay he was with lam lora dn hd as its eneral anager, perations. e then oined rogressive Impact orporation erhad as its hief peration fficer until ecem er .



Chief Executive Officer’s Profile

6


7

Five-Year Financial Statistics (Group)

REVENUE (RM'000) 16,712 , , , ,

NET PROFIT/(LOSS) FOR THE YEAR (RM'000) 1,851 , , ,

LIQUIDITY:urrent atio 0.62 . . . .

PROFITABILITYperating penses atio 35 28 37

perating ro t margin 12 30 -3 13

eturn on apital mployed 7 30 -127 13 13

BASIC EARNINGS PER SHARE (sen) 3.70 . . . .

NET ASSET PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE COMPANY (RM) 0.40 . . . .

SHARE PRICES AS AT 31 DECEMBER (RM) 0.27 . . . .

SEGMENTAL REVENUE (RM'000)anufacturing omposites 2,517 , , , ,

onstruction, aintenance esign 1,094 , , , ,

aste anagement ervices 13,101 , , , ,

2014 2013 2012 2011 2010

16,237

4,549

8,067

13,758

8,629

5,146

1,8871,6561,663

7,4427,028

13,289

-20,247

3,166

-765

3,754

17,31320,098

23,087

28,853

YEARLY PERFORMANCE OF GROUP‘S REVENUE (RM’000)

YEARLY PERFORMANCE OF GROUP‘S PROFITABILITY (RM’000)

SEGMENTAL REVENUE (RM’000)

30,000

25,000

20,000

15,000

10,000

5,000

‘14 ‘13 ‘12 ‘11 ‘10 ‘14 ‘13 ‘12 ‘11 ‘10

16,712

5,000

0

-5,000

-10,000

-15,000

-20,000

1,851

18,000

16,000

14,000

12,000

10,000

8,000

6,000

4,000

2,000

‘14 ‘13 ‘12 ‘11 ‘10

MANUFACTURING

CONSTRUCTION,MAINTENANCE &DESIGN

WASTEMANAGEMENTSERVICES

2,517

1,094

13,101

We make the Worlda Better Place


9

Chairman of the BOD’s Statement

DEAR VALUED SHAREHOLDERS,

2014 has been a challenging year, fraught with uncertainties in the global and domestic economy.

The Group continued to remain focus on its long term objective to continuously deliver values to its shareholders, leveraging on its core competencies and smart partnership.

FINANCIAL PERFORMANCE

s a re ection of challenging mar et conditions, the roup s generated a total turnover of . million during the nancial year ended . his is a reduction as compared to a total turnover of

. million in .

he net pro t a er ta for the roup decreased to . million as compared to . million in . he reduction in pro t for year is mainly due

to lesser contracts or o s secured during the year.

PROSPECTS

s we end one difficult year and race ourselves to face another e ually tough year ahead, we are cognisant of the potential challenges.

or , alaysian economy is e pected to remain resilient though slowing domestic demand and rising costs will continue to pose headwinds.

he roup has em ar ed on a transformation plan which involves the grouping of its usinesses into ngineering onstruction , omposite

anufacturing and Industrial ervices I divisions. he transformation will ena le the roup to e more competitive and resilient.

APPRECIATION AND ACKNOWLEDGEMENT

n ehalf of the oard of irectors, I would li e to ta e this opportunity to convey my deepest gratitude towards our shareholders for their continued support and trust in us.

o my fellow oard mem ers, I would li e to than them for their wise counsel and guidance. heir e perience and nowledge have een valua le in helping us to steer through this challenging period.

n ehalf of my fellow directors, I would li e to welcome n dlin haharudin who has ta en over the helm as our

new roup on ovem er , I am con dent that he will ma e an enormous contri ution, along with the rest of my distinguished colleagues, as we continue to ta e umi to greater heights.

I would also li e to record my appreciation for the cooperation e tended y our usiness partners, as well as our valued clients and customers for their unrelenting support to us.

ove all, I would li e to commend the praiseworthy efforts and commitment shown y the anagement and

taff of umi who have always strived for the est for the ompany.

ABDUL RAHMAN BIN HAJI SIRAJChairman of the BOD


10

orporate ocial esponsi ility has emerged over recent years as a signi cant theme in the usiness community and has gradually ecome the mainstream activity for I to e sustaina le and in adherence to the good corporate governance practices.

ver the years, our commitment to is re acted in our core values and represents our elief that as a company and individual, we have a responsi ility to give ac in whichever way we can to the community. t the very core of our practice is the drive to engage with all sta eholders consisting of shareholders, customers, employees and their families, as well as the community we live in.

ur initiatives are mainly carried out through the operating su sidiaries as they constitute the people constantly in contact with the mar et place and the community at large. I erhad and the usiness community share a common goal, to provide a safe, clean and healthy wor place as well as environment and to promote attractive usinesses and colla oration with industry partners in achieving mutually ene cial goals.

Corporate Social Responsibility

s part of our ongoing corporate o ligation, the activities that have een carried out for the roup of I erhad during the year are as follows

THE WORK PLACE

I erhad elieves that its human capital is its most valua le asset and it is important to o tain a stimulating and motivating wor ing environment.

In line with this elief, I has conducted various in house and e ternal training and development programmmes to enhance the core competencies of the staffs.

THE COMMUNITY

In support of the local residents, I erhad had carried out various community activities including the provision of nancial support for community events and pro ects in the local vicinity.

uring the year, employees of I erhad had volunteered to help the ood victims in the ast oast. I also contri uted donations for one of the schools affected.

THE ENVIRONMENT

mployees of each group company received an environmental training and other self development programs to help raise employee awareness on the environmental.

CONCLUSION

In adhering to good corporate governance practices, the I erhad will continue to roaden the scope of their activities so that the ma imum impact can e delivered to the targeted audience. activities are an integral part of the way we function as a usiness and re act our commitment to e a responsi le corporate citi en as well as an employer of choice.


11

he oard of irectors of the ompany is committed to ensure high standards of corporate governance throughout the ompany and the roup ased on the principles and est practices as set out in the alaysian ode of orporate

overnance the ode and the ain ar et isting e uirements of ursa alaysia ecurities erhad ursa ecurities .

he oard is pleased to report the manner in which the principles of the ode have een applied within the roup throughout the nancial year ended ecem er and to the date of this tatement and the e tent to which the

ode has een complied with. n those areas where the ecommendations of the ode had not een complied with, their e planations are given elow.

1. BOARD OF DIRECTORS

1.1 Composition and Size of the Board

he oard comprises of four irectors, comprising a anaging irector, two Independent onecutive irectors and a hairman Independent on ecutive irector.

he composition ful lls the re uirements set out under the ain ar et isting e uirements of ursa ecurities where at least one third of the oard em ers are Independent irectors. his ensures that

minority shareholders interests are ade uately represented.

1.2 Board Balance

he oard is of the view that it has the right mi of individual ualities to ful ll its role. he oard as a whole represents many years e perience in nancial, usiness management, legal and corporate affairs.

he pro le of the irectors are set out in the irectors and s ro le of this nnual eport,

here is a clear division of responsi ilities etween the Independent on ecutive hairman, the roup anaging irector and the roup hief ecutive fficer to ensure alance of power

and authority in the oard.

he hairman of the oard is primarily responsi le for the orderly conduct and wor ing of the oard whilst the and are responsi le for the day to day running of the usiness and implementation of the policies and decision of the oard. he oard operates in an open environment which opinions and information are freely e changed and any concerns need not e focused on a single director as all mem ers of the oard ful ll this role individually and collectively.

1.3 Board Roles and Responsibilities

he oard assumes responsi ility for effective stewardship and control of the ompany and has esta lished terms of reference to assist in the discharge of this responsi ility. he roles and responsi ilities of the

oard are set out in the oard harter which was approved y the oard on pril .

he oard is principally responsi le for, amongst others, overseeing the conduct of the ompany s usiness to evaluate whether the usiness is properly managed and reviewing the ade uacy and integrity of the

ompany s internal control system and management information system for compliance with applica le laws, regulations, rules, directives and guidelines.

he oard maintains a formal schedule of matters reserved for collective decision, which includes material ac uisitions and disposals, monitoring of nancial performance and ensuring effectiveness of the system of internal controls.

Statement on Corporate Governance


12

1.4 Appointments to the Board

he omination ommittee, comprising entirely of Independent on ecutive irectors, is responsi le for identifying and recommending to the oard suita le candidates for appointment to the oard and the

oard ommittees.

In selecting a suita le candidate, the omination ommittee ta es into consideration the candidate s uali cation, e perience and his her directorship in other companies as well as the re uired mi of s ill,

e pertise and e perience re uired for an effective oard. he nal decision on the appointment of a candidate recommended y the omination ommittee rests with the whole oard.

n appointment of new irectors, the anagement would facilitate the irectors Induction rogramme y providing the irectors with the relevant information a out the roup

1.5 Re-election

In accordance with the rticles of ssociation of the ompany, all irectors shall retire from office once at least every three years, ut shall e eligi le for re election at the nnual eneral eeting . n election of irectors shall ta e place each year, irector over years of age is re uired to su mit himself for re election annually in accordance with ection of the ompanies ct, .

he name of irector who is due for re election is disclosed in the otice of the and the pro le of the irector is disclosed on page of this nnual eport.

1.6 Assessment of Performance

he process of assessing irectors is an ongoing responsi ility of the entire oard. he oard has put in place the performance evaluation process to assess the effectiveness of the oard as a whole, the

oard ommittees and the contri ution and performance of each Individual irector and the . he ompany ecretary will collate the responses from all irectors and su mit to the hairman of omination ommittee for evaluation. he o servation of the omination ommittee together with the

annual assessment results will e su mitted to the oard for deli eration.

In respect of the nancial year ended ecem er , the oard was satis ed that the oard, the oard ommittees and Individual irectors have discharged their duties and responsi ilities effectively and are

suita ly uali ed to hold their positions.

1.7 Directors’ Independence and Tenure

he oard ta es cogni ance of ecommendation . of the ode that the tenure of an independent director should not e ceed a cumulative term of nine years. urrently, the tenure of all Independent

on ecutive irectors on the oard has not e ceeded nine years.

Statement on Corporate Governancecont’d


13

1.8 Board Meetings

oard meetings for each calendar year are scheduled in advance. he scheduled oard meetings are held to receive, deli erate and decide on matters for its decision, including the performance of the roup, the usiness plans and strategies of the roup and the roup s uarterly nancial results. d hoc oard meetings are held as and when re uired.

he oard is satis ed with the level of time commitment y each of the irectors towards ful lling their roles on the oard and oard ommittees. he oard met si times during the nancial year . he details of attendance y each of the irectors at the oard meetings are as follows

Name of Director

No. of meetings attended

% of attendance

dul ahman in a i ira Independent Non-Executive Director/Chairman of the Board

hmad in d aud Independent Non-Executive Director

i d or uhaimi in i I rahim Independent Non-Executive Director

ohd ahyudin in ainal Non-Independent Non-Executive Director resigned w.e.f. pril dlin in haharudin roup anaging irector

appointed on ovem er 1/1

1.9 Supply of Information

he oard has unrestricted access to timely and accurate information. he oard mem ers are provided with the relevant agenda and oard papers containing management and nancial information in advance of each oard meeting for their perusal and consideration and to ena le them to o tain further clari cation and information on the matters to e deli erated, to facilitate informed decision ma ing. director who has a direct or deemed interest in the su ect matter presented at the oard meeting shall a stain from deli eration and voting on the said su ect matter.

he oard is also informed of the decision and signi cant issues deli erated y the oard ommittees via the reporting of the hairman of the respective oard ommittees and the minutes of the oard

ommittees ta led at the oard meetings.

ll irectors have access to the advice and services of the ompany ecretary. he ompany ecretary advises the oard on any updates relating to new statutory and regulatory re uirements pertaining to the duties and responsi ilities of irectors. he ompany ecretary attends all oard meetings and oard

ommittee meetings and ensures meetings are properly convened and that accurate and proper records of proceedings and resolutions passed are ta en and maintained at the egistered ffice of the ompany.

ll irectors also have access to enior anagement personnel in the roup and they are invited at oard meetings to assist in the oard s deli erations. he irectors may see independent professional advice at the ompany s e pense in furtherance of their duties, should the need arises.



14

1.10 Directors’ Remuneration

he remuneration of irectors re ects the need to attract, motivate and retain directors with the relevant e perience, uali cations and e pertise re uired to assist the in managing the roup s effectively.

he remuneration made availa le to all irectors of the ompany during the nancial year ended ecem er are as follows

i. ggregate emuneration of irectors categorised into appropriate components

Executive Directors

(RM)

Non-Executive Directors

(RM)

Directors’ fees * - , .alaries - -ther emoluments - -otal - , .

Independent on Independent irectors fees will e ta led for shareholders approval at the wel h nnual eneral eeting on une .

ii. he remuneration paid to the irectors, analysed in the following ands, are as follows

Range of Remuneration (RM) Executive Non-Executive

, and elow - 4

1.11 Directors’ Training

he ompany recogni es the importance of continuous professional development and training for its irectors. ll the irectors of the ompany have attended and successfully completed the andatory ccreditation rogramme prescri ed under the ain ar et isting e uirements. In addition, irectors

continuously receive rie ngs and updates on the roup s usinesses and operations, nance, corporate governance, new regulations and statutory re uirements. he oard will continue to evaluate and determine the training needs of its irectors to enhance their s ill and nowledge.

2. BOARD COMMITTEES

he oard has esta lished oard ommittees to assist the oard in performing its duties and discharging its responsi ilities more efficiently and effectively. he oard ommittee operate on erms of eference approved

y the oard and have the authority to e amine pertinent issues and report ac to the oard with their recommendations. he details of the oard ommittees are as follows

2.1 Audit Committee

he udit ommittee plays an active role in assisting the oard in discharging its governance responsi ilities, which include maintaining a sound ris management, internal control and governance system.

he details of composition, terms of reference and summary of activities of the udit ommittee during the nancial year are set out in the udit ommittee eport section of this nnual eport



15

2.2 Nomination Committee

he omination ommittee is primarily responsi le for recommending suita le appointments to the oard, ta ing into consideration the oard structure, si e, composition and the re uired mi of e pertise

and e perience which the irectors should ring to the oard. It assesses the effectiveness of the oard as a whole, the oard ommittees and the contri ution of each irector as well as the .

uring the nancial year , the omination ommittee met twice to review and recommend to the oard the appointment of an additional irector and the proposal for re election of irectors at the nnual eneral eeting held on une .

2.3 Remuneration Committee

he emuneration ommittee is primarily responsi le for reviewing and recommending to the oard the remuneration pac age of the and the and recommends the framewor of fees of the on

ecutive irectors.

2.4 Executive Committee

he ecutive ommittee was recently esta lished to assist the and in ensuring that daily operations are conducted effectively and according to the ompany s strategic plan, approved udgets, polices and procedures and relevant laws and regulations.

3. ACCOUNTABILITY AND AUDIT

3.1 Code of Ethics

he irectors are e pected to conduct themselves with the highest ethical standards at all times and there y protect and promote the reputation and performance of the ompany. he ode of thics which sets the minimum standards for the conduct of all irectors is set out in the oard harter.

3.2 Conflict of Interest

ll irectors including the are re uired to disclose to the ompany, any circumstances that may give rise to a con ict of interest situation during the course of carrying out their duties.

3.3 Financial Reporting

In presenting the annual nancial statements and uarterly nancial results announcements to shareholders, the oard is committed to provide a alanced, fair and comprehensive assessment of the

ompany s and the roup s position and prospects and ensures that the nancial results are released to ursa ecurities within the stipulated time frame and that the nancial statements comply with regulatory reporting re uirements. he udit ommittee assists the oard in reviewing all the information disclosed to ensure ade uacy, completeness, accuracy and integrity, focusing particularly on changes in or implementation of ma or accounting policy changes, signi cant and unusual events and compliance with accounting standards and other legal re uirements, prior to recommendation to the oard for approval.

he tatement of irectors esponsi ility in respect of the udited inancial tatements pursuant to paragraph . a of the ain ar et isting e uirements and the re uirements of the ompanies ct,

is set out on pages of this nnual eport.



16

3.4 Internal Control

It is the responsi ility of the irectors to maintain a sound system of internal control which encompasses not only nancial controls ut also compliance controls.

he roup is continuously revealing into the ade uacy as well as the integrity of its system of internal controls as control can only provide reasona le ut not a solute assurance against loss or mis statements.

Information on the roup s systems of Internal ontrol is presented in the tatement n is anagement and Internal ontrol in this nnual eport.

3.5 Risk Management

he roup has esta lished a ris management framewor through an ongoing process of identifying, evaluating and managing signi cant ris s encountered y the roup. he oard regularly reviews this process and applies corrective measures to mitigate and manage the ris s.

3.6 Internal Audit

he internal audit function of the roup is outsourced to an e ternal consultant rm which has performed the audit assignments ased on the approved Internal udit lan for the nancial year .

3.7 Relationship with External Auditors

In the course of the audit of the roup s nancial statements, the ternal uditors have highlighted to the udit ommittee and the oard, matters that re uire the oard s attention. In addition, the ternal

uditors are invited to attend the of the ompany and are availa le to answer shareholders uestions.

he udit ommittee had reviewed the suita ility and independence of the ternal uditors and recommended their re appointment for the nancial year ending ecem er . he ternal uditors had provided a con rmation of their independence to the udit ommittee that they are and have een independent throughout the conduct of the audit engagement in accordance with the terms of all relevant professional and regulatory re uirements.

4. SHAREHOLDERS AND INVESTOR ENGAGEMENT

4.1 Relationship with Investors and Shareholders

he oard ac nowledges the value of good investor relations and the importance of disseminating information in a fair and e uita le manner. he ompany disseminates information via annual report, circular to shareholders and announcements periodically and adheres to the disclosure re uirement of

ursa ecurities.

In addition, the investors and shareholders can have an overview of the roup s nancial information and corporate information via the ompany s we site at www.p umi.com.my.

4.2 Annual General Meeting (“AGM”)

he ompany s nnual eneral eeting is the principal forum for dialogue with shareholders and provides an opportunity for the shareholders to see clari cation on issues and to have a etter understanding of the roup s performance and operation.

hareholders are encouraged to participate in the discussions with the oard during the and to raise any issues. he , and ternal uditors are made availa le to respond to any ueries from shareholders at the .



17

INTRODUCTION

he oard is pleased to present the eport of the udit ommittee for the nancial year ended ecem er . he udit ommittee provides assistance to the oard in reviewing and monitoring the integrity of the roup s nancial

reporting process and accounting records and reviewing the roup s ris s and audit process and compliance with relevant legal and regulatory re uirements.

COMPOSITION

he present udit ommittee comprises three Independent on ecutive irectors including the hairman and that the present composition and the uali cation of its mem ers comply with paragraphs . and . of the

ain ar et isting e uirements of ursa alaysia ecurities erhad ursa ecurities . he mem ers of the udit ommittee are set out elow.

Name Designation

hmad in d aud, hairman Independent Non-Executive Directordul ahman in a i ira Independent Non-Executive Director

ohd ahyudin in ainal resigned w.e.f. . . Non-Independent Non-Executive Directori d or uhaimi in i I rahim appointed w.e.f. . . Independent Non-Executive Director

ROLE OF AUDIT COMMITTEE

he udit ommittee provides the assistance and support in the implementation of the oard s responsi ility to oversee the roup s operations in the following manner

i rovides the means for the review of the roup s processes of producing nancial data, its internal control and independence of the roup s Internal uditors and ternal uditors

ii einforces the independence of the roup s ternal uditors and iii einforces the o ectivity of the roups Internal uditors.

AUTHORITY

In carrying out their duties, the udit ommittee shall have the authority to

i Investigate any activity of the ompany and its su sidiaries within its terms of reference ii have direct communication channels with the ternal uditors, Internal uditors as well as employees of the

roup and iii consult independent e perts, where necessary, to assist in e ecuting its duties.

KEY FUNCTIONS AND RESPONSIBILITIES

he ey functions and responsi ilities of the udit ommittee are as follows

(i) Financial Reporting o review the uarterly and year end nancial statements, prior to the approval y the oard of irectors,

focusing particularly on the following areas

a oing concern assumption hanges in ma or accounting policy and its implementation

c igni cant and unusual eventsd ompliance with the applica le approved accounting standards ande ther legal and regulatory re uirements

Audit Committee Report


18

(ii) Related Party Transaction o review related party transactions and con ict of interest situation that may arise within the ompany

or roup including any transaction, procedure or course of conduct that raises uestions or management s integrity, if any.

(iii) Audit Report o approve and review the annual udit ommittee eport for the oard s approval. his includes the terms of

reference, num er of meetings held and attended y mem ers and summary of activities for inclusion in the nnual eport.

(iv) External Auditors

a o review whether there is a reason to elieve that the e ternal auditors are not suita le for re appointment, to consider the nomination of a person or persons as e ternal auditors and the audit fee and to consider any uestions relating to the resignation or dismissal of e ternal auditors.

o review e ternal audit plan and its scope of audit for the roupc o review the tatement on is anagement and Internal ontrol of the roup for inclusion in the nnual

eport. d o review matters arising from the audit ndings and satis ed that appropriate action has een ta en in

response to the audit ndings.

(v) Internal Control

a o review the audit plan, evaluation of the system of internal control, audit report and management letter and management response and any matters that the ternal uditors may wish to discuss in the a sence of the management.

o ensure that the system of internal control is soundly intact, effectively administered and constantly monitored.

(vi) Internal Audit

o review the ade uacy of the scope of the internal audit function, programme, processes or investigation underta en and whether the appropriate action has een ta en ased on the recommendations from the internal audit ndings.

(vii) Other Matters

o promptly report such matter to ursa ecurities if the udit ommittee is of the view that the matter reported to the oard of irectors has not een satisfactorily resolved that could reach the isting e uirements or any other applica le laws.

Audit Committee Reportcont’d


19

SUMMARY OF ACTIVITIES

he udit ommittee met ve times during the nancial year ended ecem er and the attendance of each mem er of the udit ommittee is set out elow.

Name

No. of Meetings attended

Percentage of Attendance

hmad in d aud, hairmandul ahman in a i ira

ohd ahyudin in ainal

he activities underta en y the udit ommittee during the nancial year were as follows

i eviewed the unaudited uarterly nancial statements and the audited nancial statements of the ompany and its su sidiaries as well as deli erated on the outstanding issues to the roup s nancial statements to ensure compliance with the ain ar et isting e uirements of ursa ecurities, and other legal and regulatory re uirements efore recommending the same for the oard s approval.

ii eviewed the changes to the accounting policies further to the implementation of the inancial eporting tandards.

iii eviewing the audit strategy and planning memorandum of the ternal uditors.iv eviewing ternal uditors reports in relation to audit and accounting issues arising from the audit, and

updates of new developments on accounting standards issued y the alaysian ccounting tandards oard.v eviewing the internal audit reports and the recommendations on audit ndingsvi eviewed the statements for disclosure in the nnual eport.vii eviewed the related party transactions and satis ed that there was no related party transactions during the

nancial year.

INTERNAL AUDIT FUNCTION

he roup s internal audit functions are outsourced to, orporate dvisory dn hd, an independent professional consulting rm, which reports to the udit ommittee and assists the oard of irectors in monitoring and managing ris s and internal controls. he udit ommittee approves the internal audit plan ta led during the udit ommittee meeting during the nancial year.

he scope of internal audit covers the audits on ris assessment, internal control, governance and compliance activities of the roup. he reviews were carried out in conformance with the International tandards for the rofessional

ractice of Internal uditing issued y he Institute of Internal uditors. he costs incurred for the internal audit function for the nancial year is , . .

ris ased audit approach was adopted to assess and review the implementation and monitoring of controls within the roup. he audit encompasses the following activities

eview and assess the ris assessment and governance structure of the operating su sidiaries within the roup. eview and appraise the soundness, ade uacy and application of accounting, nancial and other ey controls

promoting effective controls of the operating su sidiaries in the roup. scertain the e tent to which the roup s su sidiary assets are safeguarded. scertain the level of compliance to the roup policy and procedures. ecommend improvements to the e isting systems of ris assessment, internal control and governance.

Audit Committee Reportcont’d


20

Statement on Risk Management and Internal Control

1. INTRODUCTION

he tatement on is anagement and Internal ontrol is made in accordance with aragraph . of the ain ar et isting e uirements of ursa alaysia ecurities erhad which re uires alaysian pu lic listed

companies to ma e a statement a out their ris management and internal control in their annual reports. his is in line with the alaysian ode on orporate overnance .

2. BOARD RESPONSIBILITY

he oard of irectors oard of umi erhad the roup has the overall responsi ility to esta lish a system of ris management and internal control for the roup in order to ensure ey ris areas are managed to an accepta le level to achieve the roup s ey usiness o ectives. In this regard, the oard and anagement have put in place processes and procedures to identify, assess, monitor and manage ris s, including system updates in line with changes to usiness environment, operating conditions and regulatory re uirements.

ue to the inherent limitations in any ris management and internal control system, such system put into effect y anagement is designed to manage rather than eliminate ris s that may impede the achievement of the roup s usiness o ectives. herefore, the ris management and internal control system can only provide

reasona le and not a solute assurance against material misstatement, losses or fraud.

3. RISK MANAGEMENT FRAMEWORK

he roup is esta lishing a ris management framewor through an ongoing process of identifying, evaluating and managing signi cant ris s encountered y the roup. he oard regularly reviews this process and applies corrective measures to mitigate and manage the ris s.

4. MAIN FEATURES OF THE GROUP’S RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

(i) Board Committees

esides the udit ommittee, the omination and emuneration ommittees esta lished have een esta lished in the roup to assist the oard to perform its oversight function. peci c responsi ilities have een delegated to these

oard ommittees. hese ommittees have the authority to e amine all matters within their scope and report to the oard with their recommendations.

(ii) Audit Committee

he udit ommittee was esta lished y the oard with its terms of reference to assist in reviewing management s nancial reports, internal audit reports and e ternal audit reports. igni cant issues are

rought to the attention of the oard. he udit ommittee also oversees the independence and resources of the internal audit function esides ensuring that the scope of wor is ade uate and that the audit has

een carried out o ectively and effectively y a competent team of auditors.

(iii) Board Executive Committee

he oard ecutive ommittee was esta lished y the oard to assist the roup hief ecutive fficer in ensuring that daily operations are conducted effectively and according to the ompany s

strategic plan, approved udgets, policies, procedures and relevant laws and regulations. he mem ers of the ommittee comprising two irectors and the management representatives.


21

(iv) Organisation Structure

he roup maintains a formal organi ation structure that includes clear delegation of reporting lines of authority, responsi ility and accounta ility. he and the enior anagement shall act in accordance with the approved imits of uthority and remain accounta le to the oard for the authority that is delegated to them.

(v) Policies and Procedures

he anagement has esta lished written polices and procedures which have een approved y the roup or oard and they have een implemented in the core usiness processes throughout the roup.

hey serve to ensure the compliance with the internal control and relevant laws and regulations. egular reviews and updates are performed in line with changes in usiness environment, statutory and regulatory re uirements to ensure their relevance and effectiveness.

5. REVIEW FOR THE FINANCIAL YEAR

In the efforts to strengthen the internal control within the roup, a num er of corrective measures have een carried out and implemented throughout the nancial year. he roup s internal audit function is outsourced to a professional services rm to assist the oard and udit ommittee in providing an independent assessment on the ade uacy, efficiency and effectiveness of the roup s internal control system.

uring the nancial year ended ecem er , internal audit reviews were carried out in accordance with the approved audit plan and timeta le. indings from the internal audit review including the recommended corrective actions were presented to the udit ommittee and follow ups reviews were also conducted to ensure corrective actions have een implemented on a timely manner.

CONCLUSION

he oard and anagement are rm on implementing continuous measures of improvement to further strengthen the current ris management and internal control systems. he oard also has received assurance from the that the roup s ris management and internal control is operating satisfactorily in all material aspects.

REVIEW OF THE STATEMENT BY EXTERNAL AUDITORS

he ternal uditors have reviewed the tatement on is anagement and Internal ontrol pursuant to the scope set out in the ecommended ractice uide evised issued y the alaysian Institute of ccountants. ased on their review, the ternal uditors have reported to the oard that nothing has come to their attention that causes them to elieve that the tatement is inconsistent with their understanding of the process adopted y the oard in reviewing the ade uacy and effectiveness of the system of ris management and internal control of the roup. In the review process, the ternal uditors did not perform an opinion on the effectiveness of the roup s ris s and control procedures.

Statement on Risk Management and Internal Controlcont’d


22

Other Additional Compliance Information

1. SHARE BUY-BACKS

umi has not purchase any of its own shares during the nancial year under review.

2. RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE AND TRADING NATURE (“RRPT”)

here is no recurrent related party transactions entered into during the nancial year ended ecem er .

3. OPTIONS, WARRANTS OR CONVERTIBLE LOAN STOCKS

here were no options, warrants or converti le loan stoc s e ercised during the nancial year ended ecem er .

4. DEPOSITORY RECEIPT PROGRAMME

he ompany did not sponsor any depository receipts programme during the nancial year ended ecem er .

5. NON-AUDIT FEES

here was no non audit fees paid to the ternal uditors y the roup during the nancial year ended ecem er .

6. MATERIAL CONTRACTS AND CONTRACTS RELATING TO LOANS

here was no material contracts entered into y the ompany and its su sidiaries which involved irectors or ma or shareholders interest not eing contracts entered into in the ordinary course of usiness during the

nancial year ended ecem er .

7. IMPOSITION OF SANCTIONS / PENALTIES

here were no sanctions and or penalties imposed on the ompany or its su sidiaries, irectors or anagement y the regulatory odies during the nancial year ended ecem er .

8. PROFIT GUARANTEE

here was no pro t guarantee given during the nancial year.

9. VARIATION IN RESULTS

here was no material variation in the results for the nancial year ended as compared to the announcement made for the fourth uarter ended ecem er .

10. UTILISATION OF PROCEEDS

he ompany did not underta e any corporate e ercise during the nancial year. ence, no proceeds were raised therefrom.

23

FINANCIALCONTENTS

Directors’ Report 24Statement by Directors 27Statutory Declaration 27Independent Auditors’ Report 28

tatement of ro t or oss and ther omprehensive Income 30Statement of Financial Position 31

tatement of hanges in uity 33tatement of ash lows 34otes to the inancial tatements 36

23

24

he directors here y present their report together with the audited nancial statements of the roup and of the ompany for the nancial year ended ecem er .

PRINCIPAL ACTIVITIES

he principal activities of the ompany are that of investment holding and the provision of management services to its su sidiaries. he principal activities of the su sidiaries are descri ed in ote to the nancial statements.

here have een no signi cant changes in the nature of these principal activities during the nancial year.

FINANCIAL RESULTS

Group Company RM’000 RM’000

ro t oss for the year attri uta le to wners of the company non controlling interest 1,851 ,

RESERVES AND PROVISION

here were no material transfers to or from reserves or provisions during the nancial year other than as disclosed in the nancial statements.

In the opinion of the directors, the results of the operations of the roup and of the ompany during the nancial year were not een su stantially affected y any item, transaction or event of a material and unusual nature.

DIRECTORS OF THE COMPANY

he names of the directors of the ompany in office since the date of the last report and at the date of this report are

dul ahman in a i irahmad in d audi d or uhaimi in i I rahimdlin in haharudin ppointed on ovem er ohd ahyudin in ainal esigned w.e.f on pril

DIRECTORS’ BENEFIT

either at the end of the nancial year, nor at any time during the year, did there su sist any arrangement to which the roup and the ompany was a party, where y the directors might ac uire ene ts y means of the ac uisition of shares in or de enture of the roup and of the ompany or any other ody corporate.

ince the end of the previous nancial year, no irector of the ompany has received or ecome entitled to receive any ene t other than a ene t included in the aggregate amount of emoluments received or due and receiva le

y the irectors as shown in ote the nancial statements y reason of a contract made y the ompany or a related corporation with the irector or with a rm of which the irector is a mem er, or with a company in which the irector has a su stantial nancial interest e cept for any ene ts or deemed ene ts which may arise from transactions entered into in the ordinary course of usiness as disclosed in ote to the nancial statements.

Directors’ Report

25

Directors’ Reportcont’d

DIRECTORS’ INTERESTS

one of the irectors holding office at ecem er had any interest in shares and options over shares of the ompany and of its related corporations during the nancial year.

ISSUES OF SHARES AND DEBENTURES

here were no other changes in the authorised, issued and paid up capital of the ompany during the nancial year.

OTHER STATUTORY INFORMATION

a efore the statements of comprehensive income and statements of nancial position of the roup and of the ompany were made out, the irectors too reasona le steps

i to ascertain that proper action had een ta en in relation to the writing off of ad de ts and the ma ing of provision for dou tful de ts and satis ed themselves that all nown ad de ts have een written off and that ade uate provision had een made for dou tful de ts and

ii to ensure that any current assets which were unli ely to realise their value as shown in the accounting records in the ordinary course of usiness had een written down to an amount which they might e e pected so to realise.

t the date of this report, the irectors are not aware of any circumstances which would render

i the amount written off for ad de ts or the amount of the provision for dou tful de ts in the nancial statements of the roup and of the ompany inade uate to any su stantial e tent and

ii the values attri uted to current assets in the nancial statements of the roup and of the ompany misleading.

c t the date of this report, the directors are not aware of any circumstances which have arisen which would render adherence to the e isting method of valuation of assets or lia ilities of the roup and of the ompany misleading or inappropriate.

d t the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or nancial statements of the roup and of the ompany which would render any amount stated in the

nancial statements misleading.

e s at the date of this report, there does not e ist

i any charge on the assets of the roup or of the ompany which has arisen since the end of the nancial year which secures the lia ilities of any other person or

ii any contingent lia ility of the roup or of the ompany which has arisen since the end of the nancial year.

f In the opinion of the directors

i no contingent or other lia ility has ecome enforcea le or is li ely to ecome enforcea le within the period of twelve months a er the end of the nancial year which will or may affect the a ility of the roup or of the ompany to meet its o ligations when they fall due and

ii no item, transaction or event of a material and unusual nature has arisen in the interval etween the end of the nancial year and the date of this report which is li ely to affect su stantially the results of the operations of the roup or of the ompany for the nancial year in which this report is made.

26

Directors’ Reportcont’d

SIGNIFICANT EVENTS

o signi cant event during the nancial year end.

SUBSEQUENT EVENTS

etails of su se uent events are disclosed in ote to the nancial statements.

AUDITORS

he auditors, essrs I I I I , have indicated their willingness to continue in office.

igned on ehalf of the oard of irectors in accordance with a resolution of the irectors,

ABDUL RAHMAN BIN HAJI SIRAJ ADLIN BIN SHAHARUDINirector anaging irector

hah lam, elangorate

27

e, I I I and I I I , eing two of the directors of I , do here y state that, in the opinion of the irectors, the accompanying nancial statements set out on pages to are drawn up in accordance with alaysian inancial eporting tandards, International inancial eporting tandards and the ompanies ct, in alaysia so as to give a true and fair view of the nancial position of the roup and of the ompany as at ecem er and of their nancial performance and cash ows for the year then ended.

he information set out on page have een prepared in accordance with the uidance on pecial atter o. , etermination of ealised and nrealised ro ts or osses in the onte t of isclosure ursuant to ursa alaysia ecurities erhad isting e uirements, as issued y the alaysian Institute of ccountants.

igned on ehalf of the oard of irectors in accordance with a resolution of the directors.

ABDUL RAHMAN BIN HAJI SIRAJ ADLIN BIN SHAHARUDINirector anaging irector

hah lam, elangor

ate

Statutory Declarationursuant to ection of the ompanies ct,

I, I I I , eing the officer primarily responsi le for the nancial management of I , do solemnly and sincerely declare that the accompanying nancial statements set out on pages to are in my opinion, correct and I ma e this solemn declaration conscientiously elieving the same to e true, and y virtue of the provisions of the tatutory eclarations ct .

Subscribed and solemnly declared by }the a ove named I I I at hah lam in elangor arul hsan on I I I

efore me

ommissioner for aths

hah lam, elangor

Statement by Directorsursuant to ection of the ompanies ct,

28

Independent Auditor’s Reportto the em ers of I erhad

Report on the Financial Statements

e have audited the nancial statements of umi erhad, which comprise the statement of nancial position as at ecem er , and the statement of comprehensive income, statement of changes in e uity and statements of cash ows of the roup and of the ompany for the year then ended, and a summary of signi cant accounting policies and other e planatory notes, as set out on pages to .

Directors’ responsibility for the financial statements

he irectors of the ompany are responsi le for the preparation of nancial statements that give a true and fair view in accordance with alaysian inancial eporting tandards, International inancial eporting tandards and the re uirements of the ompanies ct, in alaysia. he irectors are also responsi le for such internal control as the irectors determine are necessary to ena le the preparation of nancial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ responsibility

ur responsi ility is to e press an opinion on these nancial statements ased on our audit. e conducted our audit in accordance with approved standards on auditing in alaysia. hose standards re uire that we comply with ethical re uirements and plan and perform the audit to o tain reasona le assurance a out whether the nancial statements are free from material misstatement.

n audit involves performing procedures to o tain audit evidence a out the amounts and disclosures in the nancial statements. he procedures selected depend on our udgment, including the assessment of ris s of material misstatement of the nancial statements, whether due to fraud or error. In ma ing those ris assessments, we consider internal control relevant to the ompany s preparation of nancial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances, ut not for the purpose of e pressing an opinion on the effectiveness of the ompany s internal control. n audit also includes evaluating the appropriateness of the accounting policies used and the reasona leness of accounting estimates made y the directors, as well as evaluating the overall presentation of the nancial statements.

e elieve that the audit evidence we have o tained is sufficient and appropriate to provide a asis for our audit opinion.

Opinion

In our opinion, the nancial statements give a true and fair view of the nancial position of the roup and of the ompany as of ecem er and of their nancial performance and cash ows for the year ecem er

in accordance with alaysian inancial eporting tandards, International inancial eporting tandards and the re uirements of the ompanies ct, in alaysia.

29

Report on other legal and regulatory requirements

In accordance with the re uirements of the ompanies ct, in alaysia, we also report the following

a In our opinion, the accounting and other records and the registers re uired y the act to e ept y the ompany and its su sidiary of which we have acted as auditors have een properly ept in accordance with the provisions of the ct.

e are satis ed that the inancial tatements of the su sidiaries that have een consolidated with the ompany s nancial statements are in form and content appropriate and proper for the purposes of the preparation of the

consolidated nancial statements of the roup, and we have received satisfactory information and e planations re uired y us for those purposes.

c he audit reports on the inancial tatements of the su sidiaries did not contain any uali cation and any adverse comment made under ection of the ct.

he supplementary information set out on page is disclosed to meet the re uirement of ursa alaysia ecurities erhad. he directors are responsi le for the preparation of the supplementary information in accordance with

guidance on pecial atter o. , etermination of ealised and nrealised ro ts or osses in the onte t of isclosure ursuant to ursa alaysia ecurities erhad isting e uirements, as issued y the alaysian Institute of ccountants I uidance and the directive of ursa alaysia ecurities erhad. In our opinion, the supplementary

information is prepared, in all material respect, in accordance with the I uidance and the directive of ursa alaysia ecurities erhad.

his report is made solely to the mem er of the ompany, as a ody, in accordance with ection of the ompanies ct, in alaysia and for no other purpose. e do not assume responsi ility to any other person for the content

of this report.

AFRIZAN TARMILI KHAIRUL AZHAR HJ TAMILI DULAH KUSNI hartered ccountant

hartered ccountants alaysia Partner

hah lam, elangor

ate

Independent Auditor’s Reportto the em ers of I erhad

cont’d

30

Statement of Profit or Lossand Other Comprehensive Incomefor the inancial ear nded ecem er

Group Company Note 2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

evenue 4 16,712 ,

ost of sales 5 , ,

Gross profit 6,254 7,673

ther income 6 1,654 , 10,520 mployee ene ts e penses 7 , , , ,elling and distri ution e penses dministrative e penses , , , ,ther operating e penses ,

Profit from operations 2,052 6,041 , ,

Finance costs 8

Profit efore tax 1,353 , , 4,883

Income ta e pense 10 ,

ro t net of ta , representing total comprehensive income attri uta le to e uity holders of the of the ompany 1,851 3,166 , 4,883

Basic earnings per share attri uta le to shareholders of the Compan (sen):

asic 11 . .

he accompanying notes form an integral part of the nancial statements.

31

Statement of Financial Positionas at 31 December 2014

GroupNote 2014 2013

RM’000 RM’000

Assetson current assetsroperty, plant and e uipment 13 , 15,763

Investment properties 14 , 10,776

otal non current assets 33,321 ,

Current assetsInventories 18 412 316

rade and other receiva les 17 7,302 ,ash and an alances 614

Total current assets 8,605 ,

Total assets , 35,462

Current lia ilitiesrade and other paya les 21 6,254 ,ire urchase aya les 20orrowings 20 1,110 1,214a lia ilities 6,415 8,136

13,838 ,Non current lia ilities

orrowings 20 7,775 ,ire urchase aya les 20 183eferred ta lia ilities 15 164 263

Total Lia ilities , ,

E uit attri uta le to o ners of the Companhare capital 25,000 25,000eserves 12,605 5,473

Accumulated losses , ,

Total equity , ,

Total e uit and lia ilities , 35,462


32

Statement of Financial Positionas at 31 December 2014cont’d

CompanyNote 2014 2013

RM’000 RM’000

AssetsNon-current assets

roperty, plant and e uipment 13 474 516Investment properties 14 , 10,776Investment in su sidiaries 12 , ,

otal non current assets 34,114 ,

Current assetsrade and other receiva les 17 307 353ash and an alances 40

Total current assets 347 472

Total assets 34,461 ,

Current lia ilitiesrade and other paya les 21 18,004 14,737orrowings 20 720a lia ilities 2,327 2,865

Total current liabilities 21,051 ,

Non current lia ilitiesorrowings 20 1,365 ,

Total Lia ilities 22,416 20,042

E uit attri uta le to o ners of the Companhare capital 25,000 25,000eserves 6,848 3,473

Accumulated losses , ,

Total equity 12,045 11,407

Total e uit and lia ilities 34,461 ,


33

Attri uta le to shareholders holders of the Compan Non distri uta le

Share Share Capital Accumulated Total Group capital premium reserve losses equity

RM’000 RM’000 RM’000 RM’000 RM’000

At 1 January 2014 25,000 3,473 2,000 , , evaluation reserve 7,132 7,132 otal comprehensive income for the year 1,851 1,851

At 31 Decem er 2014 25,000 3,473 , , ,

At 1 January 2013 25,000 3,473 2,000 , 7,817 otal comprehensive loss for the year 3,166 3,166

At 31 Decem er 2013 25,000 3,473 2,000 , ,

Non distri uta le Share Share Capital Accumulated Total

Company capital premium reserve losses equity RM’000 RM’000 RM’000 RM’000

t anuary 25,000 3,473 , 11,407 otal comprehensive income

for the year 3,375 , 638

At 31 December 2014 25,000 3,473 3,375 , 12,045

t anuary 25,000 3,473 , 6,524 otal comprehensive loss for

the year 4,883 4,883

At 31 December 2013 25,000 3,473 , 11,407

Statement of Changes in Equityfor the inancial ear nded ecem er


34

Statement of Cash Flofor the inancial ear nded ecem er

Group Company2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

ash ows from operating activitiesro t loss efore ta 1,353 , , 4,883d ustments for

epreciation of investment propertiesDepreciation of property, plant and

e uipment 474 360 44 48ain on disposal of properties, plant and e uipment

Impairment loss on receiva les 3,731

eversal of accruals , , ,rovision for nancial guarantee , ,

Interest e pense 638 236Interest income

alance carried forward 1,057 583 , ,

Operating profit loss efore changes in or ing capital 1,057 583 , ,or ing capital changes

Increase ecrease in inventories 4ecrease Increase in receiva les, deposits and prepayments , 52 171

Increase in payables and accruals , 2,147 118 1,543et change in intercompany alances 3,360 ,

Cash generated from used in operations 3,701 78 1,046 517Interest paid

a paid ,a refund 44

Net cash used in from operating activities 1,680 , 272

Cash flo s used in from investing activitiesc uisition of property, plant and e uipment

Proceed from sale of property, plant and e uipment 6 6

Interest received 4 24

Net cash used in from investing activities 4


35

Group Company2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

Cash flo s used in from financing activities

ayments of nance leaseRepayments of restructured loans and

term loans ,

et cash used in nancing activities ,

Net decrease increase in cash and cash equivalents 277 ,

Cash and cash equivalents at 1 January 614 2,481 554

Cash and cash e uivalents at 31 Decem er 614 40

Statement of Cash Flofor the inancial ear nded ecem er

cont’d


36

Notes to the Financial Statementsfor the ear nded ecem er

1. CORPORATE INFORMATION

umi erhad is a pu lic limited lia ility company, incorporated and domiciled in alaysia, and is listed on the ain ar et of ursa alaysia ecurities erhad. he registered office of the ompany is located at evel

, angunan a er Imperial ourt, alan ultan Ismail, uala umpur.

he principal activities of the ompany are that of investment holding and the provision of management services to its su sidiaries.

he principal activities of the su sidiaries are descri ed in ote to the nancial statements.

here have een no signi cant changes in the nature of these principal activities during the nancial year.

he nancial statements was authorised for issue y the oard of irectors in accordance with the resolution of the directors on pril .

2. SIGNIFICANT ACCOUNTING POLICIES

2.1 Basis of preparation

he nancial statements of the roup and of the ompany have een prepared in accordance with alaysian inancial eporitng tandards , International inancial eporting tandards and the

re uirements of the ompanies ct, in alaysia.

he nancial statements of the roup and of the ompany have een prepared under the historical cost convention e cept as disclosed in the respective signi cant accounting policies.

he nancial statements are presented in inggit alaysia.

2.2 Use of estimates and udgements

he preparation of nancial statements re uires management to ma e udgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, lia ilities, income and e penses. ctual results may differ from these estimates.

stimates and underlying assumptions are reviewed on an ongoing asis. evisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.

here are no signi cant areas of estimation uncertainty and critical udgements in applying accounting policies that have signi cant effect on the amounts recognised in the nancial future periods affected.

● ote recognition of deferred ta assets lia ilities

2.3 Standards and interpretations issued ut not et effective

he following are accounting standards, amendments and interpretations of the framewor that have een issued y the alaysian ccounting tandards oard ut are not yet effective and have not een adopted y the roup and the ompany.

37

Notes to the Financial Statementsfor the Year Ended 31 December 2014

cont’d

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

2.3 Standards and interpretations issued ut not et effective cont’d

Effective for financial periods eginning on or a er 1 anuar 2013

● , Consolidated Financial Statements● , Joint Arrangements ● , Disclosure of Interests in Other Entities ● , Fair Value Measurement● , Employee Benefits (2011) ● , Separate Financial Statements (2011) ● , Investment in Associates and Joint Ventures (2011) ● I Interpretation , Stripping Costs in the Production Phase of a Surface Mine● mendments to , Financial Instruments: Disclosures – Offsetting Financial Assets and Financial

Liabilities● mendments to , First-time Adoption of Malaysia Financial Reporting Standards – Government

Loans● mendments to , First-time Adoption of Malaysia Financial Reporting Standards (Annual

Improvements 2009-2011 Cycle)● mendments to , Presentation of Financial Statements (Annual Improvements 2009-2011

Cycle)● mendments to , Property, Plant and Equipment (Annual Improvements 2009-2011 Cycle● mendments to , Financial Instruments: Presentation (Annual Improvements 2009-2011

Cycle)● mendments to , Interim Financial Reporting (Annual Improvements 2009-2011 Cycle)● mendments to , Financial Instruments: Disclosures – Offsetting Financial Assets and Financial

Liabilities● mendments to , First-time Adoption of Malaysia Financial Reporting Standards (Annual

Improvements 2009-2011 Cycle)● mendments to , Consolidated Financial Statements: Transition Guidance● mendments to , Joint Arrangements: Transition Guidance● mendments to , Disclosure of Interest in Other Entities: Transition Guidance● mendments to I Interpretation , Members’ Shares in Co-operative Entities and Similar Instrument

(Annual Improvements 2009-2011 Cycle)● mendments to , Consolidated Financial Statements – Investment Entities ● mendments to , Disclosure of Interests in Other Entity – Investment Entities● mendments to , Separate Financial Statements – Investment Entities● mendments to , Impairment of Assets – Recoverable Amount Disclosure for Non-Financial

Assets● mendments to , Financial Instruments: Recognition and Measurement – Novation of

Derivatives and Continuation of Hedge● I Interpretation , Levies

38

Notes to the Financial Statementsfor the Year Ended 31 December 2014cont’d




● mendments to , inancial Instruments resentation ffsetting inancial ssets and inancial ia ilities

Effective for financial periods eginning on or a er 1 ul 2014

● mendments to , hare ased ayment nnual Improvements to s ycle● mendments to , usiness om inations nnual Improvements to s ycle● mendments to , usiness om inations nnual Improvements to s ycle● mendments to , perating egments nnual Improvements to s ycle● mendments to , air alue easurement nnual Improvements to s

ycle● mendments to , roperty, lant and uipment nnual Improvements to s

ycle● mendments to , mployee ene ts e ned ene ts lans mployee ontri utions● mendments to , elated arty isclosures nnual Improvements to s

ycle● mendments to , Intangi le ssets nnual Improvements to s ycle● mendments to , Investment roperty nnual Improvements to s ycle


● , inancial Instruments I issued y I in ovem er ● , inancial Instruments I issued y I in cto er ● mendments to , andatory ffective ate of and ransition isclosures I

issued y I in ovem er , I issued y I in cto er ● , inancial Instruments edge ccounting and amendments to , and

he roup and the ompany will adopt the pronouncements when they ecome effective in the respective nancial periods. hese pronouncements are not e pected to have any effect to the nancial statements

of the roup and the ompany upon their initial application, e cept so descri ed elow

a , isclosures of Interests in ther ntities effective from anuary sets out the re uired disclosures for entities reporting under the two standards, and , and replaces the disclosure re uirements currently found in , Investments in ssociates . It re uires entities to disclose information that helps financial statement readers to evaluate the nature, ris s and financial effects associated with the entity s interests in su sidiaries, associates, oint arrangements and unconsolidated structure entities.

, air alue easurement effective from anuary aims to improve consistency and reduce comple ity y providing a precise definition of fair value measurement and disclosure re uirements for use across s. he re uirements do not e tend the use of fair value accounting

ut provide guidance on how it should e applied where its use is already re uired or permitted y other standards. he enhanced disclosure re uirements are similar to those in , inancial Instruments isclosures , ut apply to all assets and lia ilities measured at fair value, not ust financial ones.

39


cont’d



Effective for financial periods eginning on or a er 1 anuar 201 cont’d

c he revised , eparate inancial statements effective from anuary includes the provision on separate financial statements that are left after the control provisions of have

een included in the new .

d mendment to , inancial Instruments isclosures effective from anuary re uires more e tensive disclosures focusing on uantitative information a out recogni ed financial instruments that are offset in the alance sheet and those that are su ect to master netting or similar arrangements irrespective of whether they are offset.

e mendment to , inancial Instruments resentation effective from anuary does not change the current offsetting model in . It clarifies the meaning of currently has a legally enforcea le right of set off that the right of set off must e availa le today not contingent on a future event and legally enforcea le for all counterparties in the normal course of usiness. It clarifies that some gross settlement mechanisms with features that are effectively e uivalent to net settlement will satisfy the offsetting criteria.

f , inancial Instruments lassification and easurement of inancial ssets and inancial ia ilities effective from anuary replaces the multiple classification and measurement

models in with a single model that has only two classification categories amortised cost and fair value. he asis of classification depends on the entity s usiness model for managing the financial assets and the contractual cash flow characteristics of the financial asset.

he guidance in on impairment of financial assets and hedge accounting continues to apply.

re uires disclosures on transition from to . nless otherwise disclosed, the a ove standards, amendments to pu lished standards and

interpretations to e isting standards are not anticipated to have any significant impact on the financial statements of the ompany in the year of initial application.

2.4 Summar of Significant accounting policies

a Basis of consolidation

i u sidiaries

u sidiaries are entities, including structured entities, controlled y the ompany. he financial statements of su sidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

he group adopted , onsolidated inancial tatements in the current financial year. his resulted in changes to the following policies

ontrol e ists when the roup is e posed, or has rights, to varia le returns from its involvement with the entity and has the a ility to affect those returns through its power over the entity. In the previous financial years, control e ists when the roup has the a ility to e ercise its power to govern the financial and operating policies of an entity so as to o tain enefits from its activities.

40



2.4 Summar of Significant accounting policies cont’d

a Basis of consolidation cont’d

i u sidiaries cont d

otential voting rights are considered when assessing control only when such rights are su stantive. In the previous financial years, potential voting rights are considered when assessing control when such rights are presently e ercisa le.

he roup considers it has de facto power over an investee when, despite not having the ma ority of voting rights, it has the current a ility to direct the activities of the investee that significantly affect the investee s return. In the previous financial years, the roup did not consider de facto power in its assessment of control.

he change in accounting policy has een made retrospectively and in accordance with the transitional provision of . he adoption of has no significant impact to the financial statements of the roup.

Investments in su sidiaries are measured in the ompany s statement of financial position at cost less any impairment losses, unless the investment is classified as held for sale or distri ution. he cost of investments includes transaction costs.

ii usiness com inations

usiness com inations are accounted for using the ac uisition method from the ac uisition date, which is the date on which control is transferred to the roup.

or new ac uisitions, the roup measures the cost of goodwill at the ac uisition date as

the fair value of the consideration transferred plus the recognised amount of any non controlling interests in the ac uiree plus the net recognised amount generally fair value of the identifia le assets ac uired and

lia ilities assumed.

hen e cess is negative, a argain purchase gain is recognised immediately in profit or loss.

or each usiness com ination, the roup elects whether it measures the non controlling interests in the ac uiree either at fair value or at the proportionate share of the ac uiree s identifia le net assets at the ac uisition date.

ransaction costs, other than those associated with the issue of de t or e uity securities, that the roup incurs in connection with a usiness com ination are e pensed as incurred.

iii oss of control

pon the loss of control of a su sidiary, the roup derecognises the assets and lia ilities of the former su sidiary, any non controlling interests and the other components of e uity related to the former su sidiary from the consolidated statement of financial position. ny surplus or deficit arising on the loss of control is recognised in profit or loss. If the roup retains any interest in the former su sidiary, then such interest is measured at fair value at the date that control is lost. u se uently, it is accounted for as an e uity accounted investee or as an availa le for sale financial asset depending on the level of influence retained.

41


cont’d



a Basis of consolidation cont’d

iv ransaction eliminated on consolidation

Intra group alances and transactions, and any unrealised income and e penses arising from intra group transactions, are eliminated in preparing the consolidated financial statements.

nrealised gains arising from transactions with e uity accounted associates and oint ventures are eliminated against the investment to the e tent of the roup s interest in the investees.

nrealised losses are eliminated in the same way as unrealised gains, ut only to the e tent that there is no evidence of impairment.

Propert plant and e uipment

ll items of property, plant and e uipment are initially recorded at cost. he cost of an item of property, plant and e uipment is recognised as an asset if, and only if, it is pro a le that future economic enefits associated with the item will flow to the roup and the cost of the item can e measured relia ly.

u se uent to recognition, plant and e uipment and furniture and fi tures are measured at cost less accumulated depreciation and accumulated impairment losses. hen significant parts of property, plant and e uipment are re uired to e replaced in intervals, the roup recognises such parts as individual assets with specific useful lives and depreciation, respectively. i ewise, when a ma or inspection is performed, its cost is recognised in the carrying amount of the plant and e uipment as a replacement if the recognition criteria are satisfied. ll other repair and maintenance costs are recognised in profit or loss as incurred.

reehold land has an unlimited useful life and therefore is not depreciated. epreciation is computed on a straight line asis over the estimated useful life of the assets as follows

uildings 2%lant and machinery, office e uipment and furniture and ttings otor vehicles 20%omputer ardware and o ware

he carrying values of property, plant and e uipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not e recovera le.

he residual value, useful life and depreciation method are reviewed at each financial year end, and ad usted prospectively, if appropriate.

n item of property, plant and e uipment is derecognised upon disposal or when no future economic enefits are e pected from its use or disposal. ny gain or loss on derecognition of the asset is

included in the profit or loss in the year the asset is derecognised.

42




(c) Investment properties

Investment properties are properties which are held either to earn rental income or for capital appreciation or for oth. uch properties are measured initially at cost, including transaction costs. u se uent to initial recognition, investment properties are stated at cost less accumulated depreciation and accumulated impairment losses, if any.

uildings are depreciated on a straight line asis over the estimated useful lives of years to write off the cost of the asset to its residual value over the estimated useful life.

he residual values, useful lives and depreciation method are reviewed at each reporting date to ensure that the amount, method and period of depreciation are consistent with previous estimates and the e pected pattern of consumption of the future economic enefits em odied in the items of investment properties. hese are ad usted prospectively, if appropriate.

Investment properties are derecognised when either they have een disposed of or when the investment property is permanently withdrawn from use and no future economic enefits is e pected from its disposal. ny gains and losses on the retirement or disposal of an investment property are recognised in profit or loss in the year in the year in which they arise.

d Impairment of non financial assets

he roup assesses at each reporting date whether there is an indication that an asset may e impaired. If any such indication e ists, or when an annual impairment assessment for an asset is re uired, the roup ma es an estimate of the asset s recovera le amount.

n asset s recovera le amount is the higher of its fair value less costs to sell and its value in use. or the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifia le cash flows cash generating units .

In assessing value in use, the estimated future cash flows e pected to e generated y the asset are discounted to their present value using a pre ta discount rate that reflects current mar et assessments of the time value of money and the ris s specific to the asset. here the carrying amount of an asset e ceeds its recovera le amount, the asset is written down to its recovera le amount. Impairment losses recognised in respect of a or groups of s are allocated first to reduce the carrying amount of any goodwill allocated to those units or groups of units and then, to reduce the carrying amount of the other assets in the unit or groups of units on a pro rata asis.

Impairment losses are recognised in profit or loss in the year the assessment is carried out.

n assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer e ist or may have decreased. previously recognised impairment loss is reversed only if there has een a change in the estimates used to determine the asset s recovera le amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is increased to its recovera le amount. hat increase cannot e ceed the carrying amount that would have een determined, net of depreciation, had no impairment loss

een recognised previously. uch reversal is recognised in profit or loss.

43


cont’d



e Su sidiaries

su sidiary is an entity over which the roup has the power to govern the financial and operating policies so as to o tain enefits from its activities.

In the ompany s separate financial statements, investments in su sidiaries are accounted for at cost less impairment losses. n disposal of such investment, the difference etween net disposal proceeds and their carrying amount is included in profit or loss.

f Financial assets

inancial assets are recognised in the statement of financial position when, and only when, the roup and the ompany ecomes a party to the contractual provisions of the financial instrument.

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

he roup and the ompany determines the classification of their financial assets at initial recognition, and the categories include financial assets as loans and receiva les and availa le forsale financial assets.

i Loans and receiva les

inancial assets with fi ed or determina le payments that are not uoted in an active mar et are classified as loans and receiva les.

u se uent to initial recognition, loans and receiva les are measured at amortised cost using

the effective interest method. ains and losses are recognised in profit or loss when the loans and receiva les are derecognised or impaired, and through the amortisation process.

oans and receiva les are classified as current assets, e cept for those having maturity dates later than months after the reporting date which are classified as non current.

ii Availa le for sale financial assets

vaila le for sale financial assets are financial assets that are designated as availa le for sale or are not classified in any of the three preceding categories.

fter initial recognition, availa le for sale financial assets are measured at fair value. ny gains or losses from changes in fair value of the financial assets are recognised in other comprehensive income, e cept that impairment losses, foreign e change gains and losses on monetary instruments and interest calculated using the effective interest method are recognised in profit or loss. he cumulative gain or loss previously recognised in other comprehensive income is reclassified from e uity to profit or loss as a reclassification ad ustment when the financial asset is derecognised. Interest income calculated using the effective interest method is recognised in profit or loss. ividends on an availa le for sale e uity instrument are recognised in profit or loss when the roup and the ompany s right to receive payment is esta lished.

Investment in e uity instruments whose fair value cannot e relia ly measured are measured at cost less impairment loss.

44




f Financial assets cont’d

ii Availa le for sale financial assets cont’d

vaila le for sale financial assets are classified as non current assets unless they are e pected to e realised within months after the reporting date.

financial asset is derecognised where the contractual right to receive cash flows from the asset has e pired. n derecognition of a financial asset in its entirety, the difference etween the carrying amount and the sum of the consideration received and any cumulative gain or loss that had een recognised in other comprehensive income is recognised in profit or loss.

egular way of purchases or sales are purchases or sales of financial assets that re uire delivery of assets within the period generally esta lished y regulation or convention in the mar etplace concerned. ll regular way purchases and sales of financial assets are recognised or derecognised on the trade date i.e., the date that the roup and the ompany commits to purchase or sell the asset.

g Impairment of financial assets

he roup and the ompany assesses at each reporting date whether there is any o ective evidence that a financial asset is impaired.

i Trade and other receiva les and other financial assets carried at amortised cost

o determine whether there is o ective evidence that an impairment loss on financial assets has een incurred, the roup and the ompany considers factors such as the pro a ility of insolvency or significant financial difficulties of the de tor and default or significant delay in payments. or certain categories of financial assets, such as trade receiva les, assets that are assessed not to e impaired individually are su se uently assessed for impairment on a collective asis ased on similar ris characteristics. ective evidence of impairment for a portfolio of receiva les could include the roup s and the ompany s past e perience of collecting payments, an increase in the num er of delayed payments in the portfolio past the average credit period and o serva le changes in national or local economic conditions that correlate with default on receiva les.

If any such evidence e ists, the amount of impairment loss is measured as the difference etween the asset s carrying amount and the present value of estimated future cash flows

discounted at the financial asset s original effective interest rate. he impairment loss is recognised in profit or loss.

he carrying amount of the financial asset is reduced y the impairment loss directly for all financial assets with the e ception of trade receiva les, where the carrying amount is reduced through the use of an allowance account. hen a trade receiva le ecomes uncollecti le, it is written off against the allowance account.

If in a su se uent period, the amount of the impairment loss decreases and the decrease can e related o ectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed to the e tent that the carrying amount of the asset does not e ceed its amortised cost at the reversal date. he amount of reversal is recognised in profit or loss.

45


cont’d



g Impairment of financial assets

(ii) Unquoted equity securities carried at cost

If there is o ective evidence such as significant adverse changes in the usiness environment where the issuer operates, pro a ility of insolvency or significant financial difficulties of the issuer that an impairment loss on financial assets carried at cost has een incurred, the amount of the loss is measured as the difference etween the asset s carrying amount and the present value of estimated future cash flows discounted at the current mar et rate of return for a similar financial asset. uch impairment losses are not reversed in su se uent periods.

iii vaila le for sale financial assets

ignificant or prolonged decline in fair value elow cost, significant financial difficulties of the issuer or o ligor, and the disappearance of an active trading mar et are considerations to determine whether there is o ective evidence that investment securities classified as availa le for sale financial assets are impaired.

If an availa le for sale financial asset is impaired, an amount comprising the difference etween its cost net of any principal payment and amortisation and its current fair value, less

any impairment loss previously recognised in profit or loss, is transferred from e uity to profit or loss.

Impairment losses on availa le for sale e uity investments are not reversed in profit or loss in the su se uent periods. Increase in fair value, if any, su se uent to impairment loss is recognised in other comprehensive income. or availa le for sale de t investments, impairment losses are su se uently reversed in profit or loss if an increase in the fair value of the investment can e o ectively related to an event occurring after the recognition of the impairment loss in profit or loss.

(h) Cash and cash equivalents

ash and cash e uivalents comprise cash at an and on hand.

(i) Inventories

Inventories are stated at the lower of cost and net realisa le value. osts incurred in ringing the inventories to their present location and condition are accounted for as follows

aw materials purchase costs on a first in first out asis. inished goods and wor in progress costs of direct materials and la our and a proportion of

manufacturing overheads ased on normal operating capacity. hese costs are assigned on a first in first out asis.

et realisa le value is the estimated selling price in the ordinary course of usiness less estimated costs of completion and the estimated costs necessary to ma e the sale.

Provisions

rovisions are recognised when the roup has a present o ligation legal or constructive as a result of a past event, it is pro a le that an outflow of economic resources will e re uired to settle the o ligation and the amount of the o ligation can e estimated relia ly.

46




Provisions cont’d

rovisions are reviewed at each reporting date and ad usted to reflect the current est estimate. If it is no longer pro a le that an outflow of economic resources will e re uired to settle the o ligation, the provision is reversed. If the effect of the time value of money is material, provisions are discounted using a current pre ta rate that reflects, where appropriate, the ris s specific to the lia ility. hen discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

Financial lia ilities

inancial lia ilities are classified according to the su stance of the contractual arrangements entered into and the definitions of a financial lia ility.

inancial lia ilities, within the scope of , are recognised in the statement of financial position when, and only when, the roup and the ompany ecome a party to the contractual provisions of the financial instrument. inancial lia ilities are classified as either financial lia ilities at fair value through profit or loss or other financial lia ilities.

i Financial lia ilities at fair value through profit or loss

inancial lia ilities at fair value through profit or loss include financial lia ilities held for trading and financial lia ilities designated upon initial recognition as at fair value through profit or loss.

inancial lia ilities held for trading include derivatives entered into y the roup and the ompany that do not meet the hedge accounting criteria. erivative lia ilities are initially

measured at fair value and su se uently stated at fair value, with any resultant gains or losses recognised in profit or loss. et gains or losses on derivatives include e change differences.

he roup and the ompany have not designated any financial lia ilities as at fair value through profit or loss.

ii Other financial lia ilities

he roup s and the ompany s other financial lia ilities include trade paya les, other paya les and loans and orrowings.

rade and other paya les are recognised initially at fair value plus directly attri uta le transaction costs and su se uently measured at amortised cost using the effective interest method.

oans and orrowings are recognised initially at fair value, net of transaction costs incurred, and su se uently measured at amortised cost using the effective interest method. orrowings are classified as current lia ilities unless the group has an unconditional right to defer settlement of the lia ility for at least months after the reporting date.

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

47


cont’d



Financial lia ilities cont’d

financial lia ility is derecognised when the o ligation under the lia ility is e tinguished. hen an e isting financial lia ility is replaced y another from the same lender on su stantially different terms, or the terms of an e isting lia ility are su stantially modified, such an e change or modification is treated as a derecognition of the original lia ility and the recognition of a new lia ility, and the difference in the respective carrying amounts is recognised in profit or loss.

l Borro ing costs

orrowing costs are capitalised as part of the cost of a ualifying asset if they are directly attri uta le to the ac uisition, construction or production of that asset. apitalisation of orrowing costs commences when the activities to prepare the asset for its intended use or sale are in progress and the e penditures and orrowing costs are incurred. orrowing costs are capitalised until the assets are su stantially completed for their intended use or sale.

ll other orrowing costs are recognised in profit or loss in the period they are incurred. orrowing costs consist of interest and other costs that the roup and the ompany incurred in connection with the orrowing of funds.

(m) Share capital

n e uity instrument is any contract that evidences a residual interest in the assets of the roup and the ompany after deducting all of its lia ilities. rdinary shares are e uity instruments.

rdinary shares are recorded at the proceeds received, net of directly attri uta le incremental transaction costs. rdinary shares are classified as e uity. ividends on ordinary shares are recognised in e uity in the period in which they are declared.

n Emplo ee enefits

Defined contri ution plans

he roup participates in the national pension schemes as defined y the laws of the countries in which it has operations. he alaysian companies in the roup ma e contri utions to the mployee

rovident und in alaysia, a defined contri ution pension scheme. ontri utions to defined contri ution pension schemes are recognised as an e pense in the period in which the related service is performed.

(o) Leases

(i) As lessee

inance leases, which transfer to the roup su stantially all the ris s and rewards incidental to ownership of the leased item, are capitalised at the inception of the lease at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments. ny initial direct costs are also added to the amount capitalised. ease payments are apportioned etween the finance charges and reduction of the lease lia ility so as to achieve a constant rate of interest on the remaining alance of the lia ility. inance charges are charged to profit or loss. ontingent rents, if any, are charged as e penses in the periods in which they are incurred.

48




(o) Leases (cont’d)

(i) As lessee (cont’d)

eased assets are depreciated over the estimated useful life of the asset. owever, if there is no reasona le certainty that the roup will o tain ownership y the end of the lease term, the asset is depreciated over the shorter of the estimated useful life and the lease term.

perating lease payments are recognised as an e pense in profit or loss on a straight line asis over the lease term. he aggregate enefit of incentives provided y the lessor is recognised as a reduction of rental e pense over the lease term on a straight line asis.

(ii) As lessor

eases where the roup retains su stantially all the ris s and rewards of ownership of the asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same ases as rental income.

(p) Revenue

evenue is recognised to the e tent that it is pro a le that the economic enefits will flow to the roup and the revenue can e relia ly measured. evenue is measured at the fair value of consideration received or receiva le.

i Sale of goods

evenue from sale of goods is recognised upon the transfer of significant ris and rewards of ownership of the goods to the customer. evenue is not recognised to the e tent where there are significant uncertainties regarding recovery of the consideration due, associated costs or the possi le return of goods.

ii Rendering of services

evenue from services rendered is recognised net of service ta es and discount as and when the services are performed.

(iii) Interest income

Interest income is recognised using the effective interest method.

iv Management fees

anagement fees are recognised when services are rendered.

(v) Dividend income

ividend income is recognised when the roup s right to receive payment is esta lished.

(vi) Rental income

ental income is accounted for on a straight line asis over the lease term. he aggregate costs of incentives provided to lessees are recognised as a reduction of rental income over the lease term on a straight line asis.

49


cont’d


2.4 Summar of significant accounting policies cont’d

Income taxes

i Current tax

urrent ta assets and lia ilities are measured at the amount e pected to e recovered from or paid to the ta ation authorities. he ta rates and ta laws used to compute the amount are those that are enacted or su stantively enacted y the reporting date.

urrent ta es are recognised in profit or loss e cept to the e tent that the ta relates to items recognised outside profit or loss, either in other comprehensive income or directly in e uity.

ii Deferred tax

eferred ta is provided using the lia ility method on temporary differences at the reporting date etween the ta ases of assets and lia ilities and their carrying amounts for financial reporting purposes.

eferred ta lia ilities are recognised for all temporary differences, e cept

where the deferred ta lia ility arises from the initial recognition of goodwill or of an asset or lia ility in a transaction that is not a usiness com ination and, at the time of the transaction, affects neither the accounting profit nor ta a le profit or loss and

in respect of ta a le temporary differences associated with investments in su sidiaries, associates and interests in oint ventures, where the timing of the reversal of the temporary differences can e controlled and it is pro a le that the temporary differences will not reverse in the foreseea le future.

eferred ta assets are recognised for all deducti le temporary differences, carry forward of unused ta credits and unused ta losses, to the e tent that it is pro a le that ta a le profit will e availa le against which the deducti le temporary differences, and the carry forward of unused ta credits and unused ta losses can e utilised e cept

where the deferred ta asset relating to the deducti le temporary difference arises from the initial recognition of an asset or lia ility in a transaction that is not a usiness com ination and, at the time of the transaction, affects neither the accounting profit nor ta a le profit or loss and

in respect of deducti le temporary differences associated with investments in su sidiaries, associates and interests in oint ventures, deferred ta assets are recognised only to the e tent that it is pro a le that the temporary differences will reverse in the foreseea le future and ta a le profit will e availa le against which the temporary differences can e utilised.

he carrying amount of deferred ta assets is reviewed at each reporting date and reduced to the e tent that it is no longer pro a le that sufficient ta a le profit will e availa le to allow all or part of the deferred ta asset to e utilised. nrecognised deferred ta assets are reassessed at each reporting date and are recognised to the e tent that it has ecome pro a le that future ta a le profit will allow the deferred ta assets to e utilised.

50




Income taxes cont’d

ii Deferred tax cont’d

eferred ta assets and lia ilities are measured at the ta rates that are e pected to apply to the year when the asset is realised or the lia ility is settled, ased on ta rates and ta laws that have een enacted or su stantively enacted at the reporting date.

eferred ta relating to items recognised outside profit or loss is recognised outside profit or loss. eferred ta items are recognised in correlation to the underlying transaction either in other comprehensive income or directly in e uity and deferred ta arising from a usiness com ination is ad usted against goodwill on ac uisition.

eferred ta assets and deferred ta lia ilities are offset, if a legally enforcea le right e ists to set off current ta assets against current ta lia ilities and the deferred ta es relate to the same ta a le entity and the same ta ation authority.

(r) Contingencies

contingent lia ility or asset is a possi le o ligation or asset that arises from past events and whose e istence will e confirmed only y the occurrence or non occurrence of uncertain future event s not wholly within the control of the roup.

ontingent lia ilities and assets are not recognised in the statements of financial position of the roup.

(s) Finance Guarantee Contracts

financial guarantee contract is a contract that re uires the issuer to ma e specified payments to reim urse the holder for a loss it incurs ecause a specified de tor fails to ma e payment when due.

inancial guarantee contracts are recognised initially as a lia ility at fair value, net of transaction costs. u se uent to initial recognition, financial guarantee contracts are recognised as income in profit or loss over the period of the guarantee. If the de tor fails to ma e payment relating to financial guarantee contract when it is due and the roup, as the issuer, is re uired to reim urse the holder for the associated loss, the lia ility is measured at the higher of the est estimate of the e penditure re uired to settle the present o ligation at the reporting date and the amount initially recognised less cumulative amortisation.

(t) Segment reporting

or management purposes, the roup is organised into operating segments ased on their products and services which are independently managed y the respective segment managers responsi le for the performance of the respective segments under their charge. he segment managers report directly to the management of the ompany who regularly review the segment results in order to allocate resources to the segments and to assess the segment performance. dditional disclosures on each of these segments are shown in ote , including the factors used to identify the reporta le segments and the measurement asis of segment information.

51


cont’d



u Non current assets held for sale

on current assets are classified as held for sale if their carrying amount will e recovered principally through a sale transaction rather than through continuing use. his condition is regarded as met only when the sale is highly pro a le and the asset is availa le for immediate sale in its present condition su ect only to terms that are usual and customary.

Immediately efore classification as held for sale, the measurement of the non current assets is rought up to date in accordance with applica le s. hen, on initial classification as held for

sale, non current assets are measured in accordance with that is at the lower of carrying amount and fair value less costs to sell. ny differences are included in profit or loss.

3. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS

stimates, assumptions concerning the future and udgements are made in the preparation of the nancial statements. hey affect the application of the ompany s accounting policies, reported amounts of assets, lia ilities, income and e penses, and disclosures made. hey are assessed on an on going asis and are ased on e perience and relevant factors, including e pectations of future events that are elieved to e reasona le under the circumstances.

Ke sources of estimation uncertaint

ther than disclosed elsewhere, the ey assumptions concerning the future and other ey sources of estimation uncertainty at the statement of nancial position date, that have a signi cant ris of causing a material ad ustment to the carrying amounts of assets and lia ilities within the ne t nancial year are discussed.

a Impairment of loans and receiva les

he ompany assesses at each reporting date whether there is any o ective evidence that a nancial asset is impaired. o determine whether there is o ective evidence of impairment, the ompany considers factors such as the pro a ility of insolvency or signi cant nancial difficulties of the de tor and default or signi cant delay in payments.

Deferred tax assets

eferred ta assets are recognised for una sor ed capital allowances and other temporary differences to the e tent that it is pro a le that ta a le pro t will e availa le against which una sor ed capital allowances and other temporary differences can e utilised. igni cant management udgement is re uired to determine the amount of deferred ta assets that can e recognised, ased upon the li ely timing and level of future ta a le pro ts together with future ta planning strategies. he unrecognised ta losses, capital allowances and other temporary differences of the roup was , ,

, , .

52


4. REVENUE

Group Company2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

ales of goods 1,028 1,704ervices rendered 15,684 ,

16,712 ,

. COST OF SALES

Group Company2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

ost of salesost of goods sold 538 2,180 ost of services , 10,245

10,458 12,425

he cost of inventories recognised as an e pense during the nancial year in the roup amounted to , , , .

6. OTHER INCOME

Group Company2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

ain on disposal of property, plant and e uipment 6 6

Interest income 27 24 23 eversal of provisions for impairment losses of intercompany balances 1,105

eversal on settlement of term loan 817 351 eversal on provision for nancial guarantee 6,245 6,245

eversal of provisions for other creditors 804 , 215 3,170

53


cont’d

7. EMPLOYEE BENEFIT EXPENSES

Group Company2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

alaries, onus and others 2,570 2,036 1,400 1,047 ontri ution to employees provident und 273 222 148 116

Social security costs 28 22 ther staff related e penses 35 3

2,880 2,315 1,560 1,201

Included in employee ene ts e penses of the roup and of the ompany are directors remuneration. he details of remuneration receiva le y directors of the ompany during the year are as follows

Group Company2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

Directors’ remuneration:alaries and other allowances 114 88 114 88

he num er of directors of the company whose total remuneration during the nancial year fell within the following ands is analysed elow

Num er of directors2014 2013

on e ecutive directors to , 4 5

8. FINANCE COST

Group Company2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

Interest on orrowings 642 236

54


. PROFIT LOSS BEFORE TA

Group Company2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

ro t loss efore ta is arrived at a er charging crediting

Auditors’ remuneration audit services 128 125 55 55

epreciation of investment properties Depreciation of property, plant

and e uipment 474 360 44 45 Impairment loss on

trade receiva les 2,763 ain on disposal of property plant and e uipment

ental e pense motor vehicles 7 24 office e uipment 15 13 16 office premises 340 258 324 246

rite ac of provision for nancial guarantee , ,

10. INCOME TAX EXPENSE

Group Company2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

Income taxurrent year 740 2,150 ver under provision in prior years ,

,

Deferred tax Note 14urrent year 31 ver under provision in prior years 263

263

Income tax expense 2,233

55


cont’d

10. INCOME TAX EXPENSE (CONT’D)

omestic income ta is calculated at the alaysian statutory ta rate of assessa le pro t for the year.

he reconciliation etween ta e penses and the product of accounting pro t multiplied y the applica le corporate ta rate for the year ended ecem er and are as follows

Group Company2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

ro t loss efore ta 1,353 , , 4,883

a ation at alaysian statutory ta rate of 338 , 1,221 penses not deducti le for ta purposes 315 3,178 248 375

Income not su ect to ta , ,eferred ta assets recognised eferred ta assets not recognised during the year 453 148 220

tilisation of deferred ta assets previously not recognised 485 ver under of income ta e pense in prior years , ver under of deferred ta in prior years 263

Income ta e pense 2,233

11. BASIC EARNINGS LOSS PER ORDINARY SHARE

he calculation of asic earnings loss per ordinary share is ased on the net pro t loss attri uta le to ordinary shareholders divided y the num er of ordinary shares outstanding during the nancial year.

Group2014 2013

RM’000 RM’000

ro t loss attri uta le to ordinary shareholders of the ompany 1,851 3,166

um er of ordinary shares in issue 50,000 50,000

asic loss earnings per share sen . .

56


12. INVESTMENT IN SUBSIDIARIES

Company2014 2013

RM’000 RM’000

n uoted shares, at cost 33,500 33,500ess ccumulated impairment loss , ,

, ,

here is no impairment loss recognised during the year nil

etails of the su sidiaries are as follows

Countr of Effective e uit Name of su sidiar Principal activities incorporation interest

2014 2013 % %

umi omposites dn. hd.

anufacture and sale of i re einforced lastic ewerage

treatment plants and other products

alaysia 100 100

umi aste anagement dn. hd.

Investment holding, solid waste management, gar age collection, area cleaning and other related activities

alaysia 100 100

umi ervices dn. hd. er sales support services including connecting wor s of tan s and mechanical and electrical e uipment, providing maintenance, upgrading andor recti cation wor s, desludging wor s and sludge treatment

alaysia 100 100

umi onstruction dn. hd.

nderta e wor s for civil, mechanical, electrical and erection engineering.

alaysia 100 100

umi esources dn. hd.

ogging and mining alaysia 100 100

57


cont’d

13. PROPERTY PLANT AND E UIPMENT

Group

Freehold land Buildings

Furniture fittings

computers equipment

and machinery

Motor vehicles Total

RM’000 RM’000 RM’000 RM’000 RM’000

2014

Costt anuary 6,067 , 4,253 1,170 24,384

Addition 310 evaluation reserve , 1,768 3,758

At 31 December 2014 8,057 14,662 4,262 1,480 28,461

Accumulated depreciation and impairment loss

t anuary ccumulated depreciation 606 , , 1,170 8,621

epreciation for the year 333 81 60 474

At 31 December 2014 606 3,262 , 1,230 ,

Net carrying amountAt 31 December 2014 7,451 11,400 265 250 ,

31.12.2013

Costt anuary 6,067 12,727 , 1,170 ,

Addition 254 254 ransfer from properties classi ed as held for sale ote 167 167

At 31 December 2013 6,067 , 4,253 1,170 24,384


t anuary ccumulated depreciation 606 2,582 3,812 1,170 8,170

epreciation for the year 256 104 360 ransfer from properties classi ed as held for sale ote

At 31 December 2013 606 , , 1,170 8,621

Net carrying amountAt 31 December 2013 5,461 , 337 15,763

58


13. PROPERTY PLANT AND E UIPMENT CONT’D

he roup and the ompany net oo value of motor vehicles under nance lease arrangement is , il .

Company

Freehold land Buildings

Furniture fittings

computers equipment

and machinery


RM’000 RM’000 RM’000 RM’000 RM’000

2014

Costt anuary 2,177 726 3,400

Addition 2 2

At 31 December 2014 , 726 3,402


t anuary ccumulated

depreciation 178 , 726 2,884 epreciation for the year 35 44

At 31 December 2014 187 2,015 726 ,

Net carrying amountAt 31 December 2014 310 164 474

59


cont’d

13. PROPERTY PLANT AND E UIPMENT CONT’D

Company (cont’d)

Buildings

Furniture fittings

computers equipment

and machinery


RM’000 RM’000 RM’000 RM’000

31.12.2013

Costt anuary 330 , 726 3,013

Addition 220 220 ransfer from properties classi ed as held for sale ote 167 167

At 31 December 2013 2,177 726 3,400

Accumulated depreciation t anuary

ccumulated depreciation , 726 2,745

epreciation for the year 8 40 48 ransfer from properties classi ed as held for sale ote

At 31 December 2013 178 , 726 2,884

Net carrying amountAt 31 December 2013 516

60


14. INVESTMENT PROPERTIES

Group and Company 2014 2013

RM’000 RM’000

Costt anuary 12,406 12,406 evaluation reserve 3,374

At 31 December 15,780 12,406

Accumulated depreciation and impairment losst anuary

ccumulated depreciation 1,630 1,531 epreciation charge for the year

At 31 December ccumulated depreciation 1,825 1,630

Net carrying amount , 10,776

air value of investment properties 14,225 14,225

Included in the a ove are

Group and Company 2014 2013

RM’000 RM’000

reehold land , 7,444 uilding 5,856 3,332

, 10,776

he fair value of investment properties are estimated ased on information o tained from an e ternal, independent professionally uali ed valuer. ecurity

he entire freehold land and uilding are pledged as security for an orrowings ote .

61


cont’d

1 . DEFERRED TA

Group 2014 2013

RM’000 RM’000

t anuary 263 eversal of deferred ta ransfer to income statement ote 41 263

At 31 December 164 263

Company 2014 2013

RM’000 RM’000

t anuary ecem er

he components and movement of deferred ta lia ilities and assets during the year prior to offsetting are as follows

Deferred tax assets of the Group Una sor ed

capital allo ances

Unutilised tax losses Total

RM’000 RM’000 RM’000

t anuary 7,156 7,156 ecognised in pro t and loss

At 31 December 2013 7,156 7,156 ecognised in pro t and loss 40

At 31 December 2014 40 7,675 7,715

eferred ta lia ilities of the roupPropertplant and

equipment RM’000

t anuary 8,208 ecognised in pro t and loss

At 31 December 2013 8,208 ecognised in pro t and loss 164

At 31 December 2014 8,372

62


1 . DEFERRED TA CONT’D

eferred ta assets have not een recognised in respect of the following temporary differences

Group 2014 2013

RM’000 RM’000

ther deducti le temporary differences nutilised usiness losses , 11,540 na sor ed capital allowances 83 81

10,164 11,225

Company 2014 2013

RM’000 RM’000

roperty, plant and e uipment nutilised usiness losses 10,425 , na sor ed capital allowances 83

10,141 ,

eferred ta asset have not een recognised in respect of the items ecause it is not pro a le that future ta a le pro t will e availa le against which the ompany and its su sidiaries can utilise the ene ts.

he unutilised usiness losses, una sor ed capital allowances and other deducti le temporary differences are availa le inde nitely for offset against future ta a le pro ts su ect to no su stantial change in shareholdings of the ompany and the respective su sidiaries under ection and of Income a ct, .

16. PROPERTIES HELD FOR SALE

a Properties classified as held for sale

roperties that are e pected to e recovered primarily through sale rather than through continuing use are classi ed as held for sale.

63


cont’d

16. PROPERTIES HELD FOR SALE

a Properties classified as held for sale

Group Compan 2014 2013

RM’000 RM’000

At lo er of carr ing amount and fair value less cost to sellt anuary 167 ransfer to property, plant and e uipment ote

Disposals At 31 December

ess ccumulated impairment losst anuary ransfer to property, plant and e uipment,

accumulated depreciation At 31 December

17. TRADE AND OTHER RECEIVABLES

Note Group 2014 2013

RM’000 RM’000

Traderade receiva les . , 11,272 ess llowance for impairment loss . , ,

, 5,333 Non-trade

ther receiva les 2,267 , ess llowance for impairment loss

2,063 2,386 Deposits 284 Prepayments 1 5

2,348 2,660

otal trade and other receiva les 7,302 ,

64


17. TRADE AND OTHER RECEIVABLES (CONT’D)

Company 2014 2013

Note RM’000 RM’000

Traderade receiva les . 442 ess llowance for impairment loss .

20 71 Non-tradeAmounts due from subsidiaries . 4 4

ther receiva les 84 84 Deposits Prepayments 1 2

otal trade and other receiva les 307 353

Note 17.1

he roup s and the ompany s normal trade credit term is to days to days . ther credit terms are assessed and approved on a case y case asis. rade receiva les are recognised at their original invoice amounts which represent their fair values on initial recognition.

he roup has signi cant concentration of credit ris from a group and a single customer. s at ecem er , included in trade receiva les is an amount owing from a group and a single customer amounting to , , , , .

geing analysis of trade receiva les

he ageing analysis of the roup s and of the ompany s trade receiva les are as follows

Group 2014 2013

RM’000 RM’000

either past due nor impaired 1,115

1 to 30 days past due not impaired 31 to 60 days past due not impaired 500 710

to days past due not impaired 52 188 to days past due not impaired 170

ore than days past due not impaired 2,283 2,366

, 5,333 Impaired , ,

, 11,272

65


cont’d


geing analysis of trade receiva les cont d

Company 2014 2013

RM’000 RM’000

ore than days past due not impaired 20 71 Impaired 422 422

442

eceiva les that are neither past due nor impaired

rade receiva les that are neither past due nor impaired are creditworthy de tors with good payment records with the roup and the ompany.

one of the roup s and of the ompany s trade receiva les that are neither past due nor impaired have een renegotiated during the year.

eceiva les that are past due ut not impaired

he roup has trade receiva les amounting to , , , , that is past due at the reporting date ut not impaired and are unsecured in nature.

eceiva les that are impaired

he roup s trade receiva les that are impaired at the reporting date are as follows

Group Individually impaired

2014 2013

rade receiva les nominal account , , ess llowance for impairment , ,

Note 17.2

he amount due from su sidiaries are in respect of advances and payments made on ehalf which are nontrade in nature, unsecured, interest free, repaya le on demand and e pected to e settled in cash.

66



Note 17.3

he movement of allowance accounts used to record the individual impairment are as follows

Group 2014 2013

RM’000 RM’000

t anuary , 3,176 harge for the year ote 2,763

At 31 December , ,

Company 2014 2013

RM’000 RM’000

t anuary ecem er 422 422

rade receiva les that are individually determined to e impaired at the reporting date relate to de tors that are in signi cant nancial difficulties and have defaulted on payments. hese receiva les are not secured y any collateral or credit enhancements.

18. INVENTORIES

Group 2014 2013

RM’000 RM’000

t costaw materials 1 7

Tools and accessories 411

412 316

67


cont’d

19. SHARE CAPITAL AND RESERVES

Share capital Company

Num er of ordinarshares of RM0. 0 each

2014 2013 ‘000 ‘000

Authorised share capitalt the eginning end of the year 200,000 200,000

Issued and full paidt the eginning end of the year 50,000 50,000

Amount2014 2014

RM’000 RM’000

Authorised share capitalt the eginning end of the year 100,000 100,000

Issued and full paidt the eginning end of the year 25,000 25,000

he holders of ordinary shares are entitled to receive dividends as and when declared y the ompany. ll ordinary shares carry one vote per share without restrictions and ran e ually with regards to the ompany residual interests.

Reserves Share Capital

premium reserve Total RM’000 RM’000 RM’000

Group

t ecem er ecem er 3,473 , 12,605

t ecem er ecem er 3,473 2,000 5,473

Share premium Total

RM’000 RM’000

Company

t ecem er ecem er 3,473 3,473

t ecem er ecem er 3,473 3,473

he capital reserves of the roup is in respect of capitalisation of retained earnings for onus issue of a su sidiary.

68


20. BORROWINGS

his note provides information a out the contractual terms of the roup s and of the ompany s interestearing loans and orrowings. or more information a out the roup s and the ompany s e posure to interest

ris , see note .

Group 2014 2013

RM’000 RM’000

Non-currentecured

Restructured loan 7,775 , Term loans

ire purchase 183

, , Current

ecuredRestructured loan 774 Term loans 150 440

, 1,214

Total , 10,161

Company 2014 2013

RM’000 RM’000

Non-currentSecured term loans 1,365 ,

CurrentSecured term loans 720

Total 2,085 2,440

uring the nancial year, the roup had restructured a loan of , , which is repaya le y monthly installments of , and another installments of , and a lump sum payment of , y end .

he orrowings ear effective interest at rates ranging from . to . . to . per annum.

he orrowings are secured y

i ed charge over the freehold land and uildings of the roup and of the ompany otes and

ii a negative pledge over the ompany s and certain su sidiaries assets and

iii corporate guarantee given y the ompany and a su sidiary.

69


cont’d

20. BORROWINGS (CONT’D)

he maturity of the orrowings are as follows

Group Company 2014 2013 2014 2013

RM’000 RM’000 RM’000 RM’000

nder year , 1,214 720 years , 1,767 720 720 years , , 645 , ver years 1,570 5,331

, 10,161 2,085 2,440

21. TRADE AND OTHER PAYABLES

Group Note 2014 2013

RM’000 RM’000

Current

TradeTrade payables . 4,453 4,557

Non-tradether paya les 1,488 1,166 ccrued e penses 313

6,254 ,

Company Note 2014 2013

RM’000 RM’000

Current

TradeTrade payables . 281 233

Non-tradether paya les 574 ccrued e penses 166 56

Amount due to a subsidiary . 17,438 13,874

18,004 14,737

70


21. TRADE AND OTHER PAYABLES (CONT’D)

Note 21.1

rade paya les are non interest earing and the normal trade credit terms granted to the roup and to the ompany range from days to days.

Note 21.2

he amount due to a su sidiary is in respect of advances and payments made on ehalf which are non trade in nature, unsecured, interest free, repaya le on demand and e pected to e settled in cash.

22. SEGMENTAL REPORTING

or management purposes, the roup is organised into usiness segments ased on their products and services. he roup s chief operation decision ma er reviews the information of each usiness segment on at least monthly asis for the purpose of resource and allocation and assessment of segment performance.

ccordingly, the roup s reporta le segments under are as follows

i anufacturing manufacturing of i re einforced lastic , einforced oncrete ewerage reatment lants and nderground torage an s

.

ii onstruction, aintenance and design

onstruction, maintenance, a er sales support services and design of , and .

iii aste management services

solid waste management, gar age collection, area cleaning, dump processing and other related activities.

iv Investment investment holding and management services.

Segment revenue and results

he accounting policies of the reporta le segments are the same as the roup s accounting policies descri ed in ote t . egment results represent pro t or loss efore nance costs, interest income and ta e pense. Inter segment transactions are entered into in the ordinary course of usiness ased on terms mutually agreed upon y the parties concerned.

Segment assets

egment assets are measured ased on all assets of the segment, e cluding deferred ta assets and ta recovera le.

Segment lia ilities

egment lia ilities are measured ased on all lia ilities, e cluding ta lia ilities and deferred ta lia ilities.

71


cont’d

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73


cont’d

22. SEGMENTAL REPORTING (CONT’D)

Ma or customers

he following are ma or customers with revenue e ual or more than of the roup s revenue

Revenue Segment 2014 2013

RM’000 RM’000

ustomer 13,101 ,

Waste management services

23 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

he roup and the ompany are e posed to nancial ris s arising from their operations and the use of nancial instruments. he ey nancial ris s include credit ris , li uidity ris , interest rate ris and foreign currency ris .

he oard of irectors reviews and agrees policies and procedures for the management of these ris s, which are e ecuted y the anaging irector and inancial ontroller. he audit committee provides independent oversight to the effectiveness of the ris management process.

It is, and has een throughout the current and previous nancial year, the roup s policy that no derivatives shall e underta en. he roup and the ompany do not apply hedge accounting.

he roup s and the ompany s e posure to the nancial ris s and the o ectives, policies and processes put in place to manage these ris s are discussed elow.

i Credit ris

redit ris is the ris of loss that may arise on outstanding nancial instruments should a counterparty default on its o ligations. he roup s and the ompany s e posure to credit ris primarily arises from its trade and other receiva les. he ma imum e posure to credit ris is represented y the carrying amount of each nancial asset in the statements of nancial position and nancial guarantee to a an in respect of an ing facility granted to an affiliated company.

he roup s o ective is to see continual revenue growth while minimising losses incurred due to increased credit ris e posure. he roup trades only with recognised and creditworthy third parties. It is the roup s policy that all new customers who wish to trade on credit terms are su ect to credit evaluation procedures. In addition, receiva le alances are monitored on an ongoing asis to minimise the ompany s e posure to ad de ts.

ii Li uidit ris

i uidity ris is the ris that the roup and the ompany will encounter difficulty in meeting nancial o ligations associated with nancial lia ilities. he roup s and the ompany s e posure to li uidity ris arises primarily from mismatches of the maturities of nancial assets and lia ilities.

he repayment schedule of most defaulted an ing facilities of the roup and of the ompany have een restructured in the previous years. he roup actively manages its operating cash ows so as to ensure that all repayment and funding needs are met.

74


23 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONT’D)

ii Li uidit ris cont’d

nalysis of nancial instruments y remaining contractual maturity

he ta le elow summarises the maturity pro le of the roup s and of the ompany s nancial lia ilities at the reporting date ased on contractual undiscounted repayment o ligations

2014 On demand Within 1 Within More than Total

year 1 to ears ears RM’000 RM’000 RM’000 RM’000 RM’000


GroupTrade payables 4,453 4,453

ther paya les 1,801 1,801 orrowings , 6,388 1,570 ,

6,254 , 6,388 1,570 15,381 CompanyTrade payables 281 281

ther paya les 17,723 17,723 orrowings 720 1,365 2,085

18,004 720 1,365 ,

2013 On demand Within 1 Within More than Total

year 1 to ears ears RM’000 RM’000 RM’000 RM’000 RM’000


GroupTrade payables 4,557 4,557

ther paya les 1,362 1,362 orrowings 1,214 3,616 5,331 10,161

, 1,214 3,616 5,331 16,080 CompanyTrade payables 233 233

ther paya les 14,504 14,504 orrowings , 2,440

14,737 , 17,177

75


cont’d

23 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONT’D)

ii Li uidit ris cont’d

s disclosed in ote , the roup s restructured loan have no mandatory repayment rate unless the ompany dispose off the pledged property. or the purpose of this analysis, the undiscounted paya les o ligation have een determined ased on the assumption that the loan will e repaid at the end of years.

iv Interest rate ris

Interest rate ris is the ris that the fair value or future cash ows of the roup s and of the ompany s nancial instruments will uctuate ecause of changes in mar et interest rates.

he roup s and the ompany s e posure to interest rate ris arises primarily from their loans and orrowings and advances from a director. oans and orrowings and advances from a director which are

at oating interest rate e pose the ompany to cash ow interest rate ris .

ensitivity analysis for interest rate ris

If the interest rate had een asis points higher lower and all other varia les were held constant, the roup s and the ompany s pro ts for the year ended ecem er and ecem er would decrease increase y , and , respectively as a result of e posure to oating rate

orrowings.

24. FAIR VALUE OF FINANCIAL INSTRUMENTS

he methods and assumptions used to determine the fair value of the following classes of nancial assets and lia ilities are as follows

a Cash and cash e uivalents trade and other receiva les and pa a les

he carrying amounts of cash and cash e uivalents, trade and other receiva les and paya les are reasona le appro imation of fair values due to short term nature of these nancial instruments.

he carrying amount of non current other paya les which ears interest at oating rate appro imates its fair value.

Borro ings

he carrying amounts of the current portion of orrowings are reasona le appro imation of fair values due to the insigni cant impact of discounting.

he carrying amount of long term oating rate loans appro imates their fair value as the loans will e repriced to mar et interest rate on or near reporting date.

It is not practical to estimate the fair value of the ompany s investment in un uoted shares due to lac of active mar et to determine relia ly the fair value of the nancial asset. he carrying amount of other nancial assets and lia ilities recognised in the statements of nancial position appro imate their fair values.

76


2 . CONTINGENCIES

a n ecem er , the ompany had received a udgement from uala umpur igh ourt against etronas claim. he ompany has to pay etronas a total sum of , , which includes the

udgement sum awarded and costs. n anuary the ompany has led a otice of ppeal at ourt of ppeal and further on e ruary , the ompany has led a tay pplication which has een

approved on arch .

he irectors a er ta ing into consideration the facts of the a ove cases, in consultation with the ompany s solicitors, are of the opinion that the ompany has a good chance of success in appealing the

a ove cases. ccordingly, no provision for any lia ility has een made in these nancial statements.

n pril , the ompany had entered a novation cum ettlement greement with port Import an of alaysia erhad I and i rant actic dn hd . he second redemption of

, , was successfully made y I to on ecem er .

26. SUBSEQUENT EVENTS

o signi cant event during the nancial year.

27. RELATED PARTIES

Identit of related parties

or the purpose of these nancial statements, parties are considered to e related to the roup if the roup has the a ility, directly or indirectly, to control the party or e ercise signi cant in uence over the party in ma ing

nancial and operating decision, or vice versa, or where the roup and the party are su ect to common control or common signi cant in uence. elated parties may e individuals or another entities.

here were no related parties transactions during the year.

28. CAPITAL MANAGEMENT

he primary o ective of the roup s capital management is to ensure that it will e a le to continue as a going concern whilst ma imising the return to its shareholders.

he roup manages its capital structure and ma es ad ustments to it, in light of changes in economic and usiness conditions. o maintain or ad ust capital structure, the roup may ad ust the dividend payment to

shareholder, return capital to shareholder, issue new shares and disposing its assets to repay orrowings. o changes were made in the o ectives, policies and processes during the years ended ecem er and

ecem er .

77

he following analysis of realised and unrealised accumulated losses of the roup and of the ompany at ecem er is presented in accordance with the directive issued y ursa alaysia ecurities erhad ursa alaysia dated arch and prepared in accordance with uidance on pecial atter o. , etermination of ealised and nrealised ro ts or osses in the onte t of isclosure ursuant to ursa alaysia ecurities erhad isting e uirements, as issued y the alaysian Institute of ccountants.

he accumulated losses of the roup and of the ompany as at ecem er is analysed as follows

Group Company RM’000 RM’000

otal accumulated losses of the ompany and its su sidiaries realised , , unrealised

, ,dd onsolidation ad ustments

Total accumulated losses , ,

he disclosure of realised and unrealised pro ts a ove is solely for complying with the disclosure re uirements stipulated in the directive of ursa alaysia and should not e applied for any other purpose.

Supplementary Information on the Disclosure of Realised and Unrealised Profit and Loss

78

List of Properties

No Address Description Sq.FtExisting

use TenureAge ofuilding

Net oovalue

1 ot alan etiawangsa aman etiawangsa

uala umpur

uilding 1,000 acant reehold 24 years ,

2 ot . .Wisma Prima Peninsula

alan etiawangsa aman etiawangsa

uala umpur

uilding 1,215 fficeSuiteented

reehold 240,480

3 lot ot alan , awasan Iasa state

ungai etaniedah arul man

actory and and uilding

, Factory reehold 12 years , ,

4 lot , ungai etani

edah arul man

actory and and uilding

201,716 Factory alay eserve

15 years 8,255,342

5 lot , ungai etani

edah arul man

and 200,351 alay eserve

15 years 2,400,000

6 lot , ungai etani

edah arul man

and 218,410 reehold 15 years 3,300,000

79

Shareholdings Analysisas at 10 April 2015

uthorised apital , , .Issued and fully paid up capital , , .

lass of shares rdinary shares of . eachoting ights ne vote per ordinary share

Classification of Shareholders

Categor of Shareholders Malaysian ForeignNo. of shares % No. of shares %

. Individual , , . , .

. ody orporatea. an s inance ompanies 12,000 .

. rusts oundation harity , .c. rivate imited ompany , , .

. Nominees , , . 6,781,000 .

, , . , , .

Si e of shareholdingsNo. of

shareholdersNo. of

shares of

shareholdings

<100 8 331 ., , .

, , 340 1,785,506 ., , 211 7,183,254 .

, issued shares 60 , , . and a ove of issued shares 2 21,213,300 .

850 50,000,000 .

List of Su stantial Shareholders No. of shares held

NameDirect

Interest %DeemedInterest %

echnology dn hd 15,100,000 . alaysia ominee sing dn hd

empt n or an of ingapore imited 6,113,300 . i apital dn hd , , .

dlin in haharudin , , .

Directors’ Shareholdings No. of shares held

NameDirect

Interest %DeemedInterest %

dul ahman in a i irahmad in d audi d or uhaimi in i I rahimohd ahyudin in ainaldlin in haharudin , , .

ote eemed interested y virtue of holding su stantial interest in the shares of echnology dn hd

eemed interested y virtue of holding su stantial interest in the shares of i apital dn hd

80

Shareholdings Analysisas at cont’d

30 LARGEST SHAREHOLDERS AS AT 10 APRIL 201

No. Shareholders Shareholding %

. echnology dn hd 15,100,000 .

. alaysia ominee sing dn hd empt n or an f ingapore imited 6,113,300 .

. a a ohd a ri in a a d ale 2,140,000 .

. imsec ominees empatan dn hd I an for ohammed min in ahmud 1,514,000 .

. apital ominees empatan dn hd ledged ecurities ccount for haus in Ismail 1,034,600 .

. ominees empatan dn hd ledged ecurities ccount for eong ye eong 810,700 .

. elvara a rishnan hevar , .

. apital ominees empatan dn hd ledged ecurities ccount for ohd hafei in dullah 570,000 .

. o hsen in I rahim 525,828 .. aw im an , .. u lic Invest ominees sing dn hd

empt n or hillip ecurities te td lients 452,000 .. ohd oor in idin 451,000 .. im aw enn 450,000 .. I ominees empatan dn hd

ledged ecurities ccount for id uan in Ismail 400,000 .. ay an ominees empatan dn hd

ledged ecurities ccount for ohd unus in ohd asi , .. ohammed min in ahmud 360,600 .. im aw hing 342,000 .. ominees empatan dn hd

ledged ecurities ccount for im aw hing , .. im aw hing 330,000 .. I ominees empatan dn hd

ledged ecurities ccount for an ohammad hair Il nuar 330,000 .. oo oon huan 321,000 .. ohamad unus in riffin , .. ohamad in ham 316,300 .. ong iew gee 315,200 .. oon hiat oon 305,000 .. ominees empatan dn hd

ledged ecurities ccount for hanmughanathan ellanthurai 300,000 .. ercsec ominees empatan dn hd

ledged ecurities ccount or g in in 280,000 .. ay an ominees empatan dn hd

ledged ecurities ccount for ow o hew 270,000 .. im aw enn 250,000 .. him uang ng 215,500 .

TOTAL , , .

81

Notice of Annual General Meeting

I I I the hirtieth nnual eneral eeting th of the ompany will e held at oncorde otel hah lam, evel , allery eeting oom, o. alan eng u mpuan a edah, hah lam, elangor arul hsan on riday, une at . am for the following purposes

AGENDA

AS ORDINARY BUSINESS

. o receive the udited inancial tatements of the ompany for the nancial year ended ecem er together with the eports of the irectors and uditors thereon.

Please referto Note A

. o approve the payment of irectors fees for the year ended ecem er . Ordinary Resolution 1

. o re elect the director, nci dul ahman in a i ira retiring pursuant to rticle of the ompany s rticles of ssociation, and eing eligi le, offered himself for re election.

Ordinary Resolution 2

. o re appoint essrs fri an armili hairul har as uditors of the ompany and to authorise the oard of irectors to their remuneration.


AS SPECIAL BUSINESS

o consider, and if thought t, to pass the following esolution

ORDINARY RESOLUTION. AUTHORITY TO ISSUE SHARES BY THE COMPANY PURSUANT TO SECTION 132D OF THE

COMPANIES ACT 1

hat pursuant to ection of the ompanies ct, and su ect to the approvals of the relevant governmental and or regulatory authorities, the irectors e and are here y empowered to issue shares in the ompany from time to time and upon such terms and conditions and for such purposes as the irectors may in their a solute discretion deem t, provided that the aggregate num er of shares issued pursuant to this resolution does not e ceed ten percent of the issued share capital of the ompany thereat and that such authority shall continue in force until the conclusion of the ne t of the ompany and that the irectors e and are here y further authorised to o tain the approval from ursa alaysia

ecurities erhad for the listing and uotation of the additional shares so issued .


. o transact any other usiness which may properly e transacted at an nnual eneral eeting for which due notice shall have een given.

B Order of the BoardLIM SECK AH MAICSA NO. 07 4M. CHANDRANSEGARAN A L S. MURUGASU MAICSA NO.07 1031Company Secretaries

ated ay elangor

82

Notice of Annual General Meetingcont’d

Notes:-

. his genda item is meant for discussion only as the provision of ection of the ompanies ct, do not re uire a formal approval of the shareholders and hence, is not put forward for voting.

. or the purpose of determining a mem er who shall e entitled to attend and vote at the nnual eneral eeting, the ompany shall e re uesting the ecord of epositors as at une . nly a depositor whose name appears on the ecord

of epositors as at une shall e entitled to attend the said meeting or appoint pro ies to attend, spea and vote on his her stead.

. mem er entitled to attend and vote at the eeting is entitled to appoint a pro y to attend and vote in his her stead. mem er may appoint up to two pro ies to attend the same meeting provided that he speci es the proportion of his shareholding to e represented y each pro y. pro y may ut need not e a mem er of the ompany and a mem er may appoint any person to e his pro y and the provisions of ection a of the ompanies ct, shall not apply.

. here a mem er is an authorised nominee as de ned under the ecurity Industry entral epositories ct, , it may appoint at least one pro y in respect of each ecurities account it holds with ordinary shares of the ompany standing to the credit of the said securities account.

. mem er who is an e empt authori ed nominee is entitled to appoint multiple pro ies for each omni us account it holds.

. he instrument appointing a pro y shall e in writing under the hand of the appointer or his attorney duly authori ed in writing or, if the appointer is a corporation, either under the orporation s ommon eal or under the hand of an officer or attorney so authori ed.

. he orm of ro y must e deposited at the egistered ffice of the ompany at evel , angunan a er Imperial ourt, alan ultan Ismail, uala umpur not less than hours efore the time set for holding the meeting or any

ad ournment thereof.

. Explanator Notes To Special Businesses

Resolution Pursuant to Section 132D of the Companies Act 1

he proposed rdinary esolution no. is a renewal of the mandate given to the ompany y the shareholders at the previous nnual eneral eeting held on une , if duly passed, will give the irectors of the ompany the e i ility to issue and

allot new shares in the ompany up to an amount not e ceeding in total of the issued share capital of the ompany for such purposes as the irectors consider would e in the interest of the ompany. his authority, unless revo ed or varied at a general meeting, will e pire at the conclusion of ne t nnual eneral eeting of the ompany.

he ompany continues to consider opportunities to roaden its earnings potential. If any of the e pansion diversi cation proposals involves the issue of new shares, the irectors, under certain circumstance when the opportunity arises, would have to convene a general meeting to approve the issue of new shares even though the num er involved may e less than

of the issued capital.

In order to avoid any delay and costs involved in convening a general meeting to approve such issue of shares, it is thus considered appropriate that the irectors e empowered to issue shares in the ompany, up to any amount not e ceeding in total of the issued share capital of the ompany for the time eing, for such purposes. he renewed authority for allotment of shares will provide e i ility to the ompany for the allotment of shares for the purpose of funding future investment, wor ing capital and or ac uisitions.

o shares have een issued and allotted y the ompany since o taining the said authority from its shareholders at the last nnual eneral eeting held on une .

PROXY FORMefore completing this form please refer to the notes elow

No. of ordinar shares held

I e I. o. o. o. o. (Full name in block letters)

of (Full address)

eing a mem er mem ers of PJBUMI BERHAD here y appoint the following person s

Name of prox NRIC No. Address No. of shares to e represented prox

.

.

or failing him her, the hairman of the eeting as my our pro y to vote for me us on my our ehalf at hirtieth nnual eneral eeting of the ompany to e held at oncorde otel hah lam, evel , allery eeting oom, o. alan eng u mpuan a edah, hah lam, elangor on riday, une at . a.m. y our pro y pro ies is

are to vote as indicated elow

RESOLUTIONS RELATING TO :- FIRST PROXY SECOND PROXYFor Against For Against

rdinary esolution o approve the payment of irectors fees for the year ended 31 December 2014

rdinary esolution o re elect dul ahman in a i irardinary esolution o re appoint essrs fri an armili hairul har as

uditors of the ompany rdinary esolution uthority to Issue hares y the ompany pursuant

to ection of the ompany ct,

lease indicate with a or in the space provided how you wish your vote to e cast. If no instruction as to voting is given, the pro y pro ies may vote or a stain from voting at his her their discretion . he rst named pro y shall e entitled to vote on a show of hands on my our ehalf.

ated this .... .. day of . .. .................... . ignature ommon eal

Notes. or the purpose of determining a mem er who shall e entitled to attend and vote at the nnual eneral eeting, the ompany shall e re uesting

the ecord of epositors as at une . nly a depositor whose name appears on the ecord of epositors as at une shall e entitled to attend the said meeting or appoint pro ies to attend, spea and vote on his her stead.

. mem er entitled to attend and vote at the eeting is entitled to appoint a pro y to attend and vote in his her stead. mem er may appoint up to two pro ies to attend the same meeting provided that he speci es the proportion of his shareholding to e represented y each pro y. pro y may

ut need not e a mem er of the ompany and a mem er may appoint any person to e his pro y and the provisions of ection a of the ompanies ct, shall not apply.

. here a mem er is an authorised nominee as de ned under the ecurity Industry entral epositories ct, , it may appoint at least one pro y in respect of each ecurities account it holds with ordinary shares of the ompany standing to the credit of the said securities account.

. mem er who is an e empt authori ed nominee is entitled to appoint multiple pro ies for each omni us account it holds.

. he instrument appointing a pro y shall e in writing under the hand of the appointer or his attorney duly authori ed in writing or, if the appointer is a corporation, either under the orporation s ommon eal or under the hand of an officer or attorney so authori ed.

. he orm of ro y must e deposited at the egistered ffice of the ompany at evel , angunan a er Imperial ourt, alan ultan Ismail, uala umpur not less than hours efore the time set for holding the meeting or any ad ournment thereof.

PJBUMI BERHADompany o. Incorporated in alaysia

1st fold here

2nd fold here

he ompany ecretary

PJBUMI BERHAD evel , angunan a er Imperial ourt,alan ultan Ismail,

uala umpur.

I

PJB

UM

I BE

RH

AD

(141537-M) | A

NN

UA

L RE

PO

RT 2014


We make the WORLDa BETTER PLACE

Annual Report 2014


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