L&G

(5507-H)
Building Value For Tomorrow
Annual Report 2013
CONTENTS
2 3 4 5 10 12 17 24 24 25 29 31 33 Corporate Information Five-Year Performance Highlights Corporate Diary Directors Profile Chairmans Statement Managing Directors Report Corporate Governance Statement Statement of Directors Responsibilities Additional Compliance Information Audit Committee Report Statement on Risk Management and Internal Control Corporate Social Responsibility Financial Statements
114 Analysis of Shareholdings 116 List of Properties 117 Notice of Annual General Meeting COVER RATIONALE The theme Building Value For Tomorrow is inspired by Land & Generals visionary management style. We are constantly planning for the future and creating end products and services which are distinctive from the rest. We leverage on our ability to innovate and reward our customers with an improved quality of life and peace of mind. Optimistic and bold, the theme captures the essence of our Companys confidence in our ability to enrich all the stakeholders of Land & General Bhd. Proxy Form
CORPORATE INFORMATION
DIRECTORS Dato Hj Zainal Abidin Putih Chairman Low Gay Teck Managing Director Ferdaus Mahmood Executive Director Dato Ir Dr A Bakar Jaafar Dato Hj Ikhwan Salim Dato Hj Sujak YM Tengku Maruan Tengku Ariff Wing Kwan Winnie Chiu Hoong Cheong Thard
SECRETARIES Wong Wai Foong (MAICSA 7001358) Lim Poh Yen (MAICSA 7009745) Lee Siw Yeng (MAICSA 7048942) AUDIT COMMITTEE Dato Hj Ikhwan Salim Dato Hj Sujak Chairman Dato Ir Dr A Bakar Jaafar Hoong Cheong Thard NOMINATING COMMITTEE
CORPORATE OFFICE 8trium, Level 21 Menara 1 Jalan Cempaka SD 12/5 Bandar Sri Damansara 52200 Kuala Lumpur Tel : 603 6279 8000 Fax : 603 6277 7061 Email : lgb@land-general.com Website : www.land-general.com AUDITORS Ernst & Young Chartered Accountants LISTING
Dato Hj Zainal Abidin Putih Chairman Dato Ir Dr A Bakar Jaafar
Main Market of Bursa Malaysia Securities Berhad SHARE REGISTRARS
Wing Kwan Winnie Chiu Symphony Share Registrars Sdn Bhd REMUNERATION COMMITTEE Dato Ir Dr A Bakar Jaafar Chairman Hoong Cheong Thard Wing Kwan Winnie Chiu REGISTERED OFFICE 8trium, Level 21 Menara 1 Jalan Cempaka SD 12/5 Bandar Sri Damansara 52200 Kuala Lumpur Tel : 603 6279 8000 Fax : 603 6277 7061
(Company No. 378993-D)
Level 6, Symphony House Block D13 Pusat Dagangan Dana 1 Jalan PJU 1A/46 47301 Petaling Jaya Selangor Tel : 603 7841 8000 Fax : 603 7841 8008
LAND & GENERAL BERHAD (5507-H) Annual Report 2013
FIVE-YEAR PERFORMANCE HIGHLIGHTS
FY 2013 OPERATING RESULTS (RM000) Revenue Profit before tax Profit after tax Profit attributable to owners of the Company KEY FINANCIAL POSITION DATA (RM000) Total assets Total borrowings Shareholders fund Total equity Issued and paid up share capital SHARE INFORMATION (RM) Basic earnings per share Net assets per share Share price as at 31 March (000) Weighted average number of ordinary shares in issue FINANCIAL RATIOS Return on Equity (%) Return on Total Assets (%) Gearing ratio (times) Price to earnings ratio (times) 16.36% 13.24% 0.20 5.65 598,305 0.07 0.55 0.42 549,657 66,764 327,018 349,586 119,661 216,293 72,761 57,177 43,969
FY 2012
FY 2011
FY 2010
FY 2009
130,799 43,499 33,120 30,369
44,202 13,878 10,213 10,213
30,214 30,950 29,682 29,682
37,611 17,714 15,315 15,315
475,959 57,511 282,451 291,811 119,661
347,799 330 256,653 256,653 119,661
325,570 484 231,842 231,842 119,661*
351,572 72,264 200,168 200,168 598,305
0.05 0.47 0.34
0.02 0.43 0.46
0.05 0.39 0.49
0.03 0.33 0.18
598,305
598,305
598,305
598,305
11.35% 9.14% 0.20 6.70
3.98% 4.00% 0.00 26.95
12.80% 9.79% 0.00 9.88
7.65% 6.75% 0.36 6.84
* The capital reduction exercise was effected on 21 October 2009

REVENUE (RM000)
2013 2012 2011 2010 2009
PROFIT BEFORE TAX (RM000) 216,293 130,799 44,202 30,214 37,611

2013 2012 2011 2010 2009
72,761 43,499 13,878 30,950 17,714
BASIC EARNINGS PER SHARE (RM)

2013 2012 2011 2010 2009
NET ASSETS PER SHARE (RM) 0.07 0.05

2013 2012 2011
0.55 0.47 0.43 0.39 0.33
0.02 0.05 0.03
2010 2009
CORPORATE DIARY
2012
5 APRIL ------------- Extraordinary General Meeting (EGM) in relation to the shareholders ratification for the provision of additional financial assistance and additional provision of financial assistance to Elite Forward Sdn Bhd, a 50.01%-owned subsidiary of the Company, which is held through its wholly-owned subsidiary, Synergy Score Sdn Bhd (the Proposals). Shareholders approval obtained at the EGM of the Company in respect of the Proposals. 18 MAY ----------Announcement in relation to provision of financial assistance by the Company or its subsidiaries to Hidden Valley Australia Pty Ltd, a jointly controlled entity of the Company. 29 JUNE ------------ Appointment of Ms Wong Wai Foong, Ms Lim Poh Yen and Ms Lee Siw Yeng as Secretaries of the Company. Retirement of Ms Lim Fong Een as Secretary of the Company. 5 SEPTEMBER -------------------49th Annual General Meeting (AGM) 28 NOVEMBER --------------------Appointment of Dato Ir Dr A Bakar Jaafar as Senior Independent Director of the Company. 9 APRIL -----------Announcement on the details of new corporate proposals: (i) Proposed renounceable rights issue of RM77,779,589 nominal value of five (5)year, 1%, irredeemable convertible unsecured loan stocks (ICULS) at 100% of the nominal value of RM0.13 each on the basis of RM0.13 nominal value of the ICULS for every one (1) existing ordinary share of RM0.20 each in L&G held on an entitlement date to be determined and announced later (Proposed Rights Issue of ICULS); and (ii) Proposed acquisition of one (1) block of thirteen (13)-storey stratified office floors being constructed over a piece of freehold land held under Geran 825, Lot No. 3, Presint 3, town and district of Putrajaya, state of Wilayah Persekutuan Putrajaya by Maple Domain Sdn Bhd, a wholly-owned subsidiary of L&G, from Mayland Avenue Sdn Bhd, a whollyowned subsidiary of Malaysia Land Properties Sdn Bhd, for a total cash consideration of RM72,485,000 (Proposed Acquisition). 20 MAY ---------- Submission to Securities Commission Malaysia (Private Debt Securities) for the proposed issuance of the ICULS pursuant to the Proposed Rights Issue of ICULS under the Guidelines on Private Debt Securities. Submission to Bursa Malaysia Securities Berhad (Bursa Securities) for the admission of the ICULS to the Official List of Main Market of Bursa Securities and listing of and quotation for the ICULS and listing of and quotation for the new L&G Shares to be issued arising from the full conversion of the ICULS on the Main Market of Bursa Securities. 17 JUNE -----------Approval of the proposed issuance of the ICULS pursuant to the Proposed Rights Issue of ICULS under subsection 214(1) of the Capital Markets & Services Act 2007 by Securities Commission Malaysia (Private Debt Securities) vide its letter dated 17 June 2013.
2013
28 JUNE ------------Approval for the admission to the Official List and the listing and quotation of the Rights ICULS to be issued pursuant to the Proposed Rights Issue of ICULS and approval for the listing of and quotation for up to 598,304,530 new L&G Shares to be issued pursuant to the exercise of the ICULS by Bursa Securities vide its letter dated 27 June 2013. 3 JULY ---------Announcement on the resignation of Dato Muhammad Khairun Aseh as Director of L&G w.e.f. 3 June 2013. 31 JULY ----------- EGM in relation to the Proposed Rights Issue of ICULS and Proposed Acquisition. Shareholders approval obtained at the EGM in respect of the Proposed Rights Issue of ICULS and Proposed Acquisition. 6 AUGUST --------------Announcement on the execution of the Trust Deed constituting the terms and conditions of RM77,779,589 nominal value of five (5)-year, 1%, irredeemable convertible unsecured loan stocks at 100% of the nominal value of RM0.13 each to be issued pursuant to the Proposed Rights Issue of ICULS. 7 AUGUST --------------Announcement on the acquisition of the entire issued and paid up share capital comprising 2 ordinary shares of RM1.00 each fully paid in Pillar Quest Sdn Bhd (Company No. 951833-M) as new subsidiary of L&G. 15 AUGUST ----------------Announcement on the entitlement date for the Rights Issue of ICULS. 25 SEPTEMBER ---------------------50th AGM
DIRECTORS PROFILE
DATO HJ ZAINAL ABIDIN PUTIH

Independent Non-Executive Chairman
Dato Hj Zainal Abidin Putih, a Malaysian aged 67, was appointed Chairman of L&G on 1 June 2010. He is a Fellow of the Institute of Chartered Accountants in England and Wales (ICAEW), a member of the Malaysian Institute of Certified Public Accountants (MICPA) and the Malaysian Institute of Accountants (MIA). Dato Hj Zainal qualified as a Chartered Accountant of the ICAEW in 1972 and has very extensive experience in audit throughout his career as a practising accountant. He also has a good working knowledge of taxation and has been involved in management consulting especially those involved in acquisition, take over, amalgamation and restructuring of companies and company flotation. Dato Hj Zainal was formerly the Country Managing Partner of Messrs Hanafiah Raslan and Mohamad and was an Adviser with Messrs Ernst & Young Malaysia until his retirement on 31 December 2004. He was the President of MICPA from 1989 until 1991 and the Chairman of the Malaysian Accounting Standards Board from 2003 until 2009. He had also served in Government Agencies as the Chairman of Pengurusan Danaharta Nasional Berhad, a member of the Malaysian Communications & Multimedia Commission and a member of the Investment Panel of the Employees Provident Fund. Dato Hj Zainal was awarded the Darjah Setia Negeri Sembilan (D.S.N.S.) by the Yang Di Pertuan Besar Negeri Sembilan and the Jaksa Pendamai (J.P.) by the Yang Di Pertua Negeri Melaka in 1995 and 2008, respectively.
Dato Hj Zainal is the Chairman of CIMB Bank Berhad, CIMB Bank (L) Ltd and sits on the board of CIMB Group Holdings Berhad, CIMB Investment Bank Berhad, Southeast Asia Special Asset Management Berhad (SEASAM) and CIMB Group Sdn Bhd. He is also the Chairman of Dutch Lady Milk Industries Berhad. He sits as a Board Member of Tenaga Nasional Berhad and Petron Malaysia Refining & Marketing Bhd (formerly known as Esso Malaysia Berhad). Dato Hj Zainal is also the Chairman of Mobile Money International Sdn Bhd and a director of several private limited companies. He is a trustee of the National Heart Institute Foundation (IJNF) and the Perdana Leadership Foundation, and is a member of Perbadanan Putrajaya. Dato Hj Zainal does not have any family relationship with any Directors and/or major shareholders of L&G and he does not have any conflict of interest with L&G. He has no convictions for any offence over the last ten (10) years. He attended six (6) out of six (6) Board meetings held during the financial year ended 31 March 2013. Dato Hj Zainal is the Chairman of the Nominating Committee of L&G.
DIRECTORS PROFILE
(CONTD)
LOW GAY TECK

Managing Director
Mr Low Gay Teck, a Malaysian aged 48, was appointed Director of L&G on 15 October 2007 and was re-designated Managing Director of L&G on 1 January 2008. Mr Low holds a Bachelor of Civil Engineering from Footscray Institute of Technology, (now known as Victoria University), Australia (1988). Prior to joining L&G, Mr Low was with the Mayland Group which he joined in 1996. In 2002, he was appointed Director of the Mayland Group and assumed the position of Managing Director in 2005. Mr Low has been involved in property development and project management for the past 25 years, handling and implementing projects such as residential, commercial, shopping complex, hotel, golf course, condominium and service apartments. Mr Low does not have any family relationship with any Directors and/or major shareholders of L&G and he does not have any conflict of interest with L&G. He does not hold any directorships in any other listed companies and he has no convictions for any offence over the last ten (10) years. He attended six (6) out of six (6) Board meetings held during the financial year ended 31 March 2013. Currently, Mr Low sits on the Boards of a few subsidiaries of L&G and is a committee member of the Tabung Amanah Land & General Berhad.
FERDAUS MAHMOOD
Executive Director
Encik Ferdaus Mahmood, a Malaysian aged 58, was appointed Executive Director of L&G on 16 June 2008. Encik Ferdaus started his career as Trainee Accountant with Tractors Malaysia Bhd in 1974 and joined United Estate Projects Sdn Bhd (UEP) (initial developer of Subang Jaya, Selangor) in 1976 where his last position was the Credit Controller. Subsequently, in 1980, Encik Ferdaus made a decisive switch in his career into the main stream of the property industry and since then has garnered extensive experience in this industry especially in the areas of marketing, sales, credit control and property management. In 1990, Encik Ferdaus joined L&G as the General Manager in one of the property subsidiaries of L&G. In 1998, he was appointed the Chief Operating Officer to head the property operations of L&G in Australia and returned to Malaysia in 2005 to be based in Kuala Lumpur as the Director of Property Division, L&G. Encik Ferdaus does not have any family relationship with any Directors and/or major shareholders of L&G and he does not have any conflict of interest with L&G. He does not hold any directorships in any other listed companies and he has no convictions for any offence over the last ten (10) years. He attended six (6) out of six (6) Board meetings held during the financial year ended 31 March 2013. Currently, he sits on the Boards of a few subsidiaries of L&G.
DIRECTORS PROFILE
(CONTD)
DATO IR DR A BAKAR JAAFAR

Senior Independent Non-Executive Director
Dato Ir Dr A Bakar Jaafar, a Malaysian aged 63, was appointed Director of L&G on 18 October 1999 and redesignated as the Senior Independent Director of L&G on 28 November 2012. He is an engineer by profession and holds a Bachelor of Engineering (Honours) degree in Mechanical Engineering from the University of Newcastle, Australia, a Master of Environmental Science from Miami University and a Doctorate in Marine Geography from the University of Hawaii at Manoa. He served in the Malaysian Civil Service for over 22 years in various positions including as the Director-General of the Department of Environment from 1990 to 1995. He continued to serve the Malaysian Government as the Elected-Member to the Commission on the Limits of Continental Shelf, UN HQ, New York (1997-2002) (2002-2007) (2007-2012). He is also an Adjunct Senior Fellow of the Maritime Institute of Malaysia, an Adviser to the National Technical Committee on Continental Shelf, and Visiting Professor at the University of Technology Malaysia (UTM) at Perdana School of Science, Technology and Innovation Policy, as well as Co-Chair UTM Ocean Thermal Energy Centre (OTEC) Research Group. Dato Ir Dr A Bakar does not have any family relationship with any Directors and/or major shareholders of L&G and he does not have any conflict of interest with L&G. He does not hold any directorships in any other listed companies and he has no convictions for any offence over the last ten (10) years. He attended four (4) out of six (6) Board meetings held during the financial year ended 31 March 2013. Currently, Dato Ir Dr A Bakar sits on the Boards of several private limited companies and is the Chairman of the Remuneration Committee as well as a member of the Audit Committee and the Nominating Committee of L&G.
DATO HJ IKHWAN SALIM DATO HJ SUJAK

Independent Non-Executive Director
Dato Hj Ikhwan Salim Dato Hj Sujak, a Malaysian aged 56, was appointed Director of L&G on 1 December 2007. He holds a Bachelor of Science (Economics & Accounts) from Queens University Belfast, UK (1977). In 1977, he began his career as an auditor with Coopers & Lybrand, UK and joined Nestle (M) Sdn Bhd as Finance Executive in 1979. In 1980, he moved on to be the Group Financial Planning Manager of Kumpulan Low Keng Huat Sdn Bhd. Currently, Dato Hj Ikhwan runs his private business, Konsortium Jaringan Selangor Sdn Bhd. He is also a Board member of Malaysia Steel Works (KL) Berhad, Glomac Berhad and several private limited companies. Dato Hj Ikhwan does not have any family relationship with any Directors and/or major shareholders of L&G and he does not have any conflict of interest with L&G. He has no convictions for any offence over the last ten (10) years. He attended six (6) out of six (6) Board meetings held during the financial year ended 31 March 2013. He is the Chairman of Audit Committee of L&G.
DIRECTORS PROFILE
(CONTD)
YM TENGKU MARUAN TENGKU ARIFF

Independent Non-Executive Director
YM Tengku Maruan Tengku Ariff, a Malaysian aged 60, was appointed Director of L&G on 1 July 2008. He holds a Bachelor of Mechanical Engineering (Design) Degree from University of Huddersfield, United Kingdom (1979). YM Tengku Maruan started his career as a credit officer with Citibank Berhad, Kuala Lumpur (Citibank) in 1980 where he was exposed to various aspects of the banking industry. In 1985, YM Tengku Maruan left Citibank holding the position of Manager and joined Southern Bank Berhad as the Head of Personal Banking Division where he was involved in all aspects of budgeting, credit, product marketing and business development. Subsequently in 1996, he joined Rohas Sdn Bhd (Rohas) as the General Manager and also served on the board of several companies related to Rohas until his retirement in 2008. While in Rohas, he was responsible for various business operations such as manufacturing, education, property management and investments. Currently, YM Tengku Maruan sits on the Boards of several private limited companies. YM Tengku Maruan does not have any family relationship with any Directors and/or major shareholders of L&G and he does not have any conflict of interest with L&G. He does not hold any directorships in any other listed companies and he has no convictions for any offence over the last ten (10) years. He attended six (6) out of six (6) Board meetings held during the financial year ended 31 March 2013.
HOONG CHEONG THARD

Non-Independent Non-Executive Director
Mr Hoong Cheong Thard, a Malaysian aged 44, was appointed Director of L&G on 1 June 2010. He is a member of the Institute of Chartered Accountants in England and Wales (ICAEW) (1992) and holds a Bachelor in Mechanical Engineering degree from Imperial College, University of London, UK (1989). Mr Hoong has extensive experience in mergers and acquisitions as well as international capital markets. He was an investment banker for over 12 years and had held senior positions at Deutsche Bank, Hong Kong and UBS, Hong Kong where he was responsible for corporate finance business in Asia. Mr Hoong was the Chief Executive Officer of China LotSynergy Holdings Ltd (a company listed on the Hong Kong Stock Exchange) (2006) prior to joining Far East Consortium International Limited (FECIL) in September 2008 as Managing Director. As the Managing Director of FECIL, Mr Hoong is responsible for the formulation and implementation of the FECIL groups overall strategies for development. Mr Hoong also sits on the Boards of several public companies which are incorporated and listed overseas and private limited companies which are incorporated in Malaysia. Mr Hoong does not have any family relationship with any Directors and/or major shareholders of L&G and he does not have any conflict of interest with L&G. He has no convictions for any offence over the last ten (10) years. He attended six (6) out of six (6) Board meetings held during the financial year ended 31 March 2013. Mr Hoong is a member of the Audit Committee and Remuneration Committee of L&G.
DIRECTORS PROFILE
(CONTD)
WING KWAN WINNIE CHIU

Non-Independent Non-Executive Director
Ms Wing Kwan Winnie Chiu, a Permanent Resident of Malaysia aged 33, was appointed Director of L&G on 17 July 2008. Ms Winnie Chiu holds a BSc Business Management from Kings College, University of London, UK (2002). In 2002, Ms Winnie Chiu launched her career in the property development business by her appointment as Director of Mayland. She continues to serve on Maylands board and is responsible for the overall project development and retail management of Mayland. Ms Winnie Chiu joined FECIL (a company listed on the Hong Kong Stock Exchange) in 2005 as Director of Property Development and was responsible for the overall project development and overseeing the FECIL groups hotels development. Ms Winnie Chiu has accumulated considerable years of experience in the property development business covering various aspects of project development and retail management. Prior to joining Mayland and FECIL, Ms Winnie Chiu worked in a few major international banks such as Credit Suisse where she gained much experience in financial management. Ms Winnie Chiu is currently, the President and Executive Director of Dorsett Hospitality International Limited (formerly known as Kosmopolito Hotels International Limited), a company listed on the Hong Kong Stock Exchange. Ms Winnie Chiu also sits on the Boards of several private limited companies which are incorporated in Malaysia. Ms Winnie Chiu is the daughter of YBhg Tan Sri Dato David Chiu, who is the CEO of the Mayland Group of Companies and she does not have any conflict of interest with L&G. She has no convictions for any offence over the last ten (10) years. She attended four (4) out of six (6) Board meetings held during the financial year ended 31 March 2013. Ms Winnie Chiu was appointed member of the Nominating Committee and Remuneration Committee of L&G on 10 July 2013.
CHAIRMANS STATEMENT
In keeping with this strong performance, the Groups pre-tax profit jumped 67.4% to RM72.8 million, from RM43.5 million a year ago
OVERVIEW Our country clocked a 5.6% growth in economy in 2012 in the face of an environment where advanced countries is seen struggling amidst global economic uncertainty, according to reports by Bank Negara Malaysia. With the lingering Eurozone crisis still very much on our radar and the United States battling to revive its economy, we have stepped into 2013 cautiously. Double-digit growth in domestic demand and a conscious effort to slowly liberalise sub-sectors of our economy has been a catalyst for Malaysias resilient economy. The Government is set on climbing the economic ladder with a diverse set of Government Transformation Programmes and Economic Transformation Programmes that aim to place Malaysia as a significant economic force in the coming years. The property sector in Malaysia faced the impact of cooling measures this year, following tightening measures by Bank Negara. Cooling measures have been felt across Asia in the past few years, sending a strong signal that Government and policy makers desire stable and sustainable growth. Nevertheless, the conclusion of the 13th General Election has brought renewed confidence to investors and buyers and released pent-up demand for property.
10
CHAIRMANS STATEMENT
(CONTD)
FINANCIAL HIGHLIGHTS We are pleased to report that the Groups revenue grew 65.4% to RM216.3 million for the year ended 31 March 2013, from RM130.8 million reported the year before. In keeping with this strong performance, the Groups pre-tax profit jumped 67.4% to RM72.8 million, from RM43.5 million a year ago. Profits and revenue were principally derived from our property division, led by the successful completion of the 8trium, and the two on-going development projects namely The Elements@Ampang and Damansara Foresta. The Property division saw its revenue rise 77.2% to RM191.5 million for the year, from RM108.1 million before. This sterling effort pushed the divisions pretax profit higher by 51.8% to RM65.9 million from RM43.4 million the previous year. Our Education division continued to contribute a stable revenue of RM11.8 million for the period, while pre-tax profit eased 5.7% to RM5.0 million. The Other Business division grew its revenue by 15.0% to RM13.0 million, and returned to the black with a pre-tax profit of RM1.9 million against a loss of RM5.1 million in the previous year.
The strong performance by Land & General demonstrates the continued growth of the Group as an astute entrepreneur with the ability to capitalize on changing business environments and opportunities in Malaysia. CONTINUED GROWTH We have successfully completed 8trium on schedule in the quarter ended September 2012. We are also proud to see Damansara Foresta clinching the award for Best Landscape Architecture in 2013 for Malaysia and the Asia Pacific region by the International Property Awards. Our latest in the pipeline development project, Tuanku Jaafar Golf and Country Resort (TJGCR) is an upmarket residential development in Negri Sembilan on a 200 acre site. TJGCR has an estimated Gross Development Value of close to RM600 million and is scheduled to launch in the first half of 2014. Stretching our muscles beyond Malaysia is a project in Australia, a 50-50 joint venture under Hidden Valley Australia Lty Ltd (HVA) covering an area of 2,500 acres located north of Melbourne. Key features include a residential retirement estate.
ACKNOWLEDGMENT To our customers, business associates, government authorities and valued shareholders, thank you for your continued support and cooperation. To fellow Board members, the management and our employees, thank you for the good work that has contributed to greater achievements each year. We look forward to our continued relationship and a fruitful year ahead for everyone. On behalf of the Board, I would like to express our thanks to Dato Muhammad Khairun Aseh, who resigned as Director on 3 June 2013, for his contribution and dedication to the Group. We wish him well in his future endeavours.
Dato Hj Zainal Abidin Putih Chairman 20 August 2013
11
MANAGING DIRECTORS REPORT
This strong performance comes on the back of a 65.4% rise in revenue to RM216.3 million, against RM130.8 million before
BUSINESS AND OPERATIONS Who We Are L&G is a property development and investment group with total assets of almost RM550 million and more than 300 employees. We conduct our business through our Property and Education divisions, with minor activities in other areas including oil palm cultivation and clubhouse management under a division for Other Businesses. Our core property development business is in Malaysia, focused on the Greater Klang Valley and Seremban. Overseas, we are involved in a joint venture development in Melbourne, Australia, known as Hidden Valley. Objectives & Strategy Since 2009, L&G has focused on a philosophy of developing high-rise residential properties which provide with innovative and functional layouts together with comprehensive and state-of-the-art facilities and a high standard of security. In our residential development projects, we focus on our properties sustainability and liveability while supporting continued capital appreciation in the future. L&G has since explored ways to strengthen its property investment segment, with a view to building a portfolio to provide a steady income stream for the future. It is the Groups ongoing effort to seek suitable landbank in the right locations in keeping with its objective of driving its continued robust growth. Financially, it is L&Gs goal to reposition itself as a property player from mid-sized to large market capitalisation on Bursa Malaysia through both organic growth and via acquisitions.
REVIEW OF FINANCIAL RESULTS OVERVIEW OF GROUP RESULTS Revenue FY2013 RM000 Property Division Education Division Others Share of results of jointly controlled entities 191,492 11,816 12,985 216,293 Summary L&G posed an 67.4% jump in pre-tax profit to RM72.8 million for the year ended 31 March 2013, from RM43.5 million in the year before, with the property division being the single largest contributor. This strong performance comes on the back of a 65.4% rise in revenue to RM216.3 million, against RM130.8 million before. FY2012 RM000 108,149 11,392 11,258 130,799 Profit/(loss) before tax FY2013 RM000 65,875 4,983 6,631 (4,728) 72,761 FY2012 RM000 43,376 5,261 (1,973) (3,165) 43,499
12

(CONTD)
FY 2013 OPERATING RESULTS (RM'000) Revenue Profit before tax Profit after tax Profit attributable to owners of the Company 216,293 72,761 57,177 43,969
FY 2012
FY 2011
FY 2010
FY 2009
130,799 43,499 33,120 30,369
44,202 13,878 10,213 10,213
30,214 30,950 29,682 29,682
37,611 17,714 15,315 15,315
Revenue and Pre-tax Profit The strong rise in the groups revenue and pre-tax profit arose from the successful completion of the 8trium, coupled with the sales and development of The Elements@Ampang and Damansara Foresta Phase 1 during the financial year under review.
89%
Revenue
5% 6%
8trium, The Elements@Ampang and Damansara Foresta contributed RM189.6 million (2012: RM80.4 million) to the property divisions revenue, and RM66.2 million (2012: RM27.9 million) to pre-tax profit.
The Education divisions revenue remained stable, posting a revenue of RM11.8 million (2012: RM11.4 million). Its pre-tax profit eased slightly from RM5.3 million to RM5.0 million, mainly due to the cost of implementing its on-going internationalisation programme. Our division for Other Businesses registered a revenue of RM13.0 million (2012: RM11.3 million) and a pre-tax profit of RM1.9 million (2012: pre-tax loss of RM5.1 million). This was mainly due to the exceptional income of: a special dividend of RM2.6 million received from its quoted investments in Vietnam Industrial Investments Limited; and a write back of the provision for redemption of land no longer required of RM12.3 million.
90%
Pre-tax Profit
7% 3% Property Education Others
Gearing FY 2013 FY 2012 RM'000 Deposits, Cash & Bank Balances Borrowings Shareholders' Funds Gearing Ratio (times) 172,371 66,764 327,018 0.20 122,802 57,511 282,451 0.20
As at the balance sheet date, the Group has a low gearing of 0.2 times, with a zero net gearing. Together with our healthy cash and bank balances of RM172.4 million (2012: RM122.80 million), we are in a strong position for future acquisitions. Growth in Net Assets per share
RM'000 Total Assets Shareholders' Fund Issued And Paid Up Share Capital Net Assets per share (RM)
FY 2013 549,657 327,018 119,661 0.55
FY 2012 475,959 282,451 119,661 0.47
FY 2011 347,799 256,653 119,661 0.43
FY 2010 325,570 231,842 119,661 0.39
FY 2009 351,572 200,168 598,305 0.33
13

(CONTD)
The Groups robust growth is reflected in the continued rise in its total and net assets as well as the improvement in net assets per share. The Groups total assets grew by more than 15% during the year to RM549.7 million (2012: RM476.0 million), while net assets rose by 15.8% to RM327.0 million (2012:RM282.5 million). Net assets per share grew 17.0% to 55 sen (2012:47 sen). Cumulatively, total assets have grown by more than 56% over the five-year period from 2009 to 2013, while net assets grew 63.4% over the same period. Net assets per share grew almost 66.7% over the five years. With the scheduled completion of Elements@Ampang in the first half of 2014, coupled with the on-going sales and development of Damansara Foresta as well as other projects in the pipeline, we expect this growth to continue strongly going forward.
Total Assets (RM000)

2013 2012 2011 2010 2009
549,657 475,959 347,799 325,570 351,572
Net Assets 0.60 Net Assets per Share (RM) 0.50 0.39 0.40 0.30 0.20 200.2 231.8 256.7 0.33
Net Assets per share 0.55 0.47 0.43 400 350 300 250 200 150 282.5 327.0 100 50 0 Net Assets (RM Million)
0.10 0.00
2009
2010
2011
2012
2013
REVIEW OF OPERATING ACTIVITIES From a global perspective, the financial year under review was dominated by the global economys slow recovery. The European sovereign debt crisis remained a concern amid the absence of concerted action, while in the US, growth remained lacklustre. In Asia, growth continued to be driven by China, the worlds second largest economy, which, however, has begun showing signs of moderation. The Malaysian economy grew by 5.6% in 2012. Robust domestic demand and strong fiscal stimulus contributed to the strong economic growth which boosted the construction sector. The property sector, in Malaysia and elsewhere in Asia, faced the impact of cooling measures introduced to respond to large inflows of capital. Nonetheless, the interest rate environment remains favourable for continued growth in the property sector.
14

(CONTD)
PROPERTY DIVISION Our Property Division comprises two streams of activities under Property Development and Property Investment. The companies involved in property development are: 100%-owned Sri Damansara Sdn Bhd (8trium and Damansara Foresta) 50.01%-owned Elite Forward Sdn Bhd (The Elements@Ampang) 100%-owned Bright Term Sdn Bhd (Tuanku Jaafar Golf and Country Resort development project- in the pipeline) 50%-owned Hidden Valley Pty Ltd (Hidden Valley)
8trium
8trium is L&Gs premium integrated commercial project in Bandar Sri Damansara, Kuala Lumpur, with 276 office suites in two business suite towers. The office suites range in size between 500 and 1,040 square feet. The two-level retail podium with an area of 108,073 square feet has been taken up by retailer Courts Mammoth under a long-term lease for their first Court Mega Store in Malaysia .
L&G has in May 2013 moved its corporate and operations offices to 8trium occupying Level 18 21 of Menara 1.
The project comprises 4 phases with an expected Gross Development Value (GDV) in excess of RM2 billion. This project is targeted for completion over a period of 8 to 10 years. Sri Damansara Sdn Bhd undertook a soft launch of Phase 1 in January 2012, which was met with a very good response. Phase 1 comprises four residential tower blocks with 928 units ranging from 1,425 to 1,610 square feet in size. Buyers took up some 80% of the units in the first two blocks opened for sale in the soft launch. To date, close to 90% of the 928 units have been taken up. Currently, the construction of Phase 1 is approximately 20% completed.
estimated GDV of RM760 million. The project, which commenced works in January 2011, is scheduled for completion in 2014, with vacant possession targetted for the second quarter of 2014.
Tuanku Jaafar Golf and Country Resort This project is L&Gs latest development project, an upmarket residential development in Negri Sembilan. The Tuanku Jaafar Golf and Country Resort (TJGCR) will have a modern tropical concept with bungalows, link cluster houses, semi-detached cluster homes and apartments. Development order for the TJGCR project has been obtained and it is scheduled for launching in the 1st half of 2014.
Damansara Foresta
Damansara Foresta is a high-rise residential development set amid 42 acres of lush natural greenery, located in L&Gs flagship project and mature township, Bandar Sri Damansara in Kuala Lumpur.
In keeping with L&Gs philosophy of innovative design, Damansara Forestas key feature is the preservation of existing greenery to support contemporary living amid nature. Some 21 acres has been turned into a private green reserve with eco-friendly outdoor facilities such as a jungle track, tree house, gazebos, yoga area and others. We are very proud that Damansara Foresta was awarded the Best Landscape Architecture in 2013 for Malaysia and the Asia Pacific region by the International Property Awards.
The Elements@Ampang
The Elements@Ampang is a premier lifestyle residential serviced apartments, comprising two 42-storey towers consisting of 1,040 units, ranging in size from 520 to 1,570 square feet.
The Elements@Ampang is imaginatively designed for the urban elite, and is a choice collection of freehold service apartments at Jalan Ampangs prestigious embassy row district. Without having to leave the development, residents can still get their adrenaline pumping and occupy their time in the comfort and safety of the Elements many facilities - such as gym, infinity pool, sauna, jacuzzi and more. A joint development project with the Mayland Group, the project has an
Hidden Valley This is currently L&Gs sole overseas project. Covering an area of 2,500 acres north of Melbourne, the project offers residential bungalow lots, a retirement estate, hotel and retail centre built around an 18-hole golf course and clubhouse, a country club and equestrian centre. Hidden Valley is creating a sustainable township with environmentally friendly infrastructure and green design concepts to ensure long-term sustainability, as well as facilitating a lifestyle of health by providing a holistic environment that is the ideal setting for the sustainable way of life our residents desire.
15

(CONTD)
EDUCATION DIVISION Sekolah Sri Bestari is a private school established in December 1995 under L&Gs wholly-owned subsidiary Lang Education Sdn Bhd. It is located on a 15-acre site in L&Gs flagship Bandar Sri Damansara township. Comprising a kindergarten, primary and secondary schools, Sekolah Sri Bestari is central to L&Gs commitment to the homeowners of Bandar Sri Damansara, contributing towards their childrens futures and enhancing the value of their homes. What perhaps make Sekolah Sri Bestari so special is our family culture. A large number of our students go through kindergarten, primary and secondary, and are highly successful in their examination results. Like any family, we provide a safe, happy and secured environment for our dear students to grow and learn together. To meet the needs of the schools more than 1,000 students, the school has implemented an internationalisation programme since January 2012, with the recruitment of some foreign teacher mentors. OTHER BUSINESSES Plantation
Fund Raising Exercise In April 2013, L&G proposed to undertake a fund-raising exercise where the proceeds would be utilised to part finance the acquisition of a 13-storey office building in Precinct 3, Putrajaya, for RM72.48 million cash. This is an exercise which would meet the groups objective of growing its property investment portfolio to build a stream of recurring income and to boost its market capitalization where both the asset base and the capital base of L&G will be further strenghened. These proposals were approved by shareholders at an Extraordinary General Meeting held on 31 July 2013. The fund raising exercise is a renounceable rights issue of RM77.78 million nominal value of 5 year, 1%, Irredeemable Convertible Unsecured Loan Stocks (ICULS) at 100% of the nominal value of RM0.13 each. The rights issue will be on the basis of RM0.13 nominal value of the ICULS for every one existing share of RM0.20 each in the Company held on the entitlement date which is on 29 August 2013. The 13-storey office building proposed to be acquired through its wholly-owned subsidiary Maple Domain Sdn Bhd and is scheduled for completion with Certificate of Completion and Compliance in the second half of 2014. Outlook
L&G has close to 2,500 acres of estate land operated under its wholly-owned subsidiary, Clarity Crest Sdn Bhd. Of the total, 56% is planted with oil palm - 1,384 acres and 32% with rubber - 808 acres. The plantations provide a steady flow of income to the group. Clubhouse The Sri Damansara Club is wholly owned by L&G, and is part of its commitment to the homeowners of Bandar Sri Damansara, as a continuing contribution towards the enhancement of the value of their homes.
Our unbilled GDV and current development pipeline projects as at to-date are in excess of RM3.0 billion in GDV which is sufficient for our property development in the coming years. In the meantime, we will continue to search for attractive development opportunities to replenish our pipeline going forward. We are confident that the Property Division will continue to expand with the on-going Elements@Ampang, the newly launched Damansara Foresta and the soon to be launched Tuanku Jaafar Golf and Country Resort project in Negeri Sembilan. While risk remains of instability in the global financial system, prospects for the global economy appear better than in 2012. At home, Bank Negara has forecast that Malaysias economy will grow between 5% and 6%, anchored by resilient domestic demand and a gradual improvement in the external sector. L&G remains optimistic that it will sustain its performance in the year ahead. The Group is confident that it will remain resilient with a continuous stream of sustainable projects in the pipeline. Low Gay Teck Managing Director 20 August 2013
FORWARD LOOKING STATEMENTS
Priorities and Progress L&G has set on renewing its resilience and expanding its ability to meet future challenges by bolstering its balance sheet and financial health. With that underway, the group is planning to embark on a new phase, which is to reposition itself as a mid-sized to large property player by market capitalisation on Bursa Malaysia via organic growth, fund raising exercise and acquisitions.
16
CORPORATE GOVERNANCE STATEMENT
The Board of Directors (the Board) of Land & General Berhad (the Company) is fully committed to the Principles and Recommendations of the Malaysian Code on Corporate Governance 2012 (MCCG 2012). The Board constantly strives to ensure that good corporate practices are carried out throughout the Group as fundamental to fulfilling its responsibilities, which include protecting and enhancing shareholder value as well as the financial performance of the Company. Composition of the Board of Directors The Board currently comprises eight (8) Directors of whom six (6) are Non-Executive Directors and two (2) are Executive Directors. The Boards composition is well balanced with four (4) Independent Non-Executive Directors, two (2) Non-Independent Non-Executive Directors and two (2) Executive Directors. The Company is led and controlled by an experienced Board made up of professionals and entrepreneurs who have a diverse range of business, financial and technical skills and experience. This mix of skills and experience is essential for the successful attainment of the corporate plans and objectives of the Group. A brief profile of each Director is set out on pages 5 to 9 in the Directors Profile of this Annual Report. Gender Policy The Company has not developed any gender diversity policy and does not practise any gender biasness as both genders are given fair and equal treatment. Any new appointments to the Board shall always be based on merits, capability, experience, skill-sets and integrity. Board Charter The primary objective of the Companys Board Charter is to set out the roles and responsibilities of the Board, the division of authority and responsibilities of the Board and Management, terms of reference and composition of board committees, and other administrative policies and procedures in relation to the operation of the Board as a whole. The Board will regularly review the Board Charter to ensure it remains consistent with the Boards objective and responsibilities, and all the relevant standards of corporate governance. The Board Charter can be found from the Companys website at www.land-general.com. Code of Conduct The Company has adopted a Code of Conduct for Directors relating to ethical practices. A separate set of Code of Ethical Practices relating to Groups business operations was formulated for Management and staff. The Code of Conduct for Directors can be found from the Companys website at www.land-general.com. Roles and Responsibilities The roles of the Chairman and the Managing Director are clearly defined, with each carrying out his duties and responsibilities within the Company. The Chairman heads the Board and is responsible for ensuring the effectiveness of the Board. The Managing Director has overall executive responsibility for the day-to-day business operations and the implementation of the Boards decisions. All the Directors have an equal responsibility for the Groups operations and corporate accountability. The details of the roles and responsibilities of the Chairman and Managing Director are clearly stated in the Board Charter of the Company. In furtherance of their duties, all Directors have access to the advice and service of the Company Secretaries, the internal auditors and, if so required, independent professional advisors, at the Companys expense. Independent Directors The Independent Non-Executive Directors are independent of management and are free from any business or other relationship with the Company which could interfere with the exercise of their independent judgment. This ensures an unbiased and independent view in the decision-making process. The Board, in principle, agreed that the tenure of an independent director should not exceed a cumulative term of 9 years as long tenure may impair independence.
17

(CONTD)
Independent Directors (contd) However, on exceptional circumstances, the Board would seek shareholders approval at the Companys annual general meeting to obtain shareholders mandate for an independent director who had served more than 9 years to continue in office as independent director after making the necessary assessment on the performance of the said independent director. In accordance with Recommendation 3.1 of the MCCG 2012, the Board had conducted evaluation, reviewed and assessed the performance and independence of all the Independent Directors (including Dato Ir Dr A Bakar Jaafar who has served the Board for a cumulative term of more than 9 years) and was satisfied that all the Independent Directors met with the independence criteria stated under Paragraph 1.01 of the Main Market Listing Requirements (Listing Requirements) of Bursa Malaysia Securities Berhad (Bursa Securities). Board Meetings Dates for Board meetings are scheduled in advance at the end of the previous financial year to enable Directors to plan ahead and fit the years meetings into their own schedules. Board meetings are held every quarter and additional meetings are convened as and when necessary. Additional Board meetings are held when there are important corporate exercises or issues that require the urgent consideration or decision of the Board. During the financial year ended 31 March 2013, a total of six (6) Board meetings were held. At the quarterly Board meetings, the Board reviews inter alia, the business issues and performance of the Group via the Managing Directors Report as well as approves the quarterly financial results of the Group. The Board also notes the decisions, recommendations and issues deliberated by the Board Committees through the minutes of these committees. The record of attendance of Board meetings of each Director for the financial year ended 31 March 2013 is as follows : Directors Dato Hj Zainal Abidin Putih Low Gay Teck Ferdaus Mahmood Dato Ir Dr A Bakar Jaafar Dato Muhammad Khairun Aseh * Dato Hj Ikhwan Salim Dato Hj Sujak YM Tengku Maruan Tengku Ariff Wing Kwan Winnie Chiu Hoong Cheong Thard
Note: * Dato Muhammad Khairun Aseh resigned w.e.f. 3 June 2013.
No. of Meetings Attended 6/6 6/6 6/6 4/6 5/6 6/6 6/6 4/6 6/6
To ensure effective conduct of Board meetings, a structured formal agenda and Board meeting papers relating to the agenda are circulated to all Directors prior to each Board meeting. Board meeting papers include progress reports on operations, quarterly results of the Group and the Company, financial and corporate proposals and minutes of the Board Committees. The Directors are thus given sufficient time to peruse the matters that will be tabled at the Board meetings to enable them to participate in the deliberations of the issues to be raised and to make informed decisions. Senior Management are invited to attend Board meetings to furnish additional details or clarification on matters tabled for the Boards consideration. Advisers and professionals appointed by the Company in relation to corporate exercises may also be invited to attend the Board meetings to provide explanations or clarifications and advice to the Directors. The Board appointed qualified Company Secretaries to support the Board in carrying out its roles and responsibilities. The Company Secretary attends all Board meetings as well as Board Committee meetings and ensures that accurate and proper records of the proceedings of such meetings are kept.
18

(CONTD)
Board Committees To assist the Board in the discharge of its duties effectively, the Board has delegated certain functions to the following Board Committees, each operating within clearly defined terms of reference and the details of which could be found in the Board Charter, a copy of which is posted on the Companys website. Here are the summary of key functions of the Companys Board Committees and activities which had taken place: i) Audit Committee The Audit Committee, comprising wholly Non-Executive Directors with a majority being Independent Directors, is responsible for reviewing and monitoring the work of the Groups internal audit function as well as ensuring that an objective professional relationship is maintained with the external auditors. Further details of the Audit Committee are contained in the Audit Committees Report in the next section of this Annual Report. ii) Nominating Committee The Nominating Committee consists exclusively of Non-Executive Directors with a majority being Independent Directors. The Nominating Committee is authorised to identify and recommend the appointment of new directors to the Board. However, decisions on the appointment of new directors are made by the Board of the Company. The Nominating Committee undertakes an annual review of the contribution of each Director through a self-assessment exercise. Upon completion of the review and assessments, the Nominating Committee submits its comments and recommendations to the Board for further discussion and/or approval, whichever is appropriate. Further, the Nominating Committee has undertaken a Board and Board Committees assessment to evaluate the board effectiveness as a whole and the independence of the Independent Director who has served in that capacity for more than nine years. The Nominating Committee met once during the financial year under review. iii) Remuneration Committee The Remuneration Committee, which comprises entirely Non-Executive Directors, is authorised to review, assess and recommend to the Board the remuneration of the Executive and Non-Executive Directors in all forms, using other independent professional advice as necessary. The Board appointed a Managing Director and an Executive Director to assist the Board in running the day-to-day operations of the Group. The remuneration of the Managing Director and Executive Director were determined based on their leadership skills, knowledge, experience, performance and the Groups performance, both financial and operational. The remuneration of the Non-Executive Directors was determined by the Board as a whole based on their time commitment, number of scheduled meetings and contribution to the Company. The Board has not formalised any formal written policy and procedures for Directors remuneration and would consider it at an appropriate time in future. The Remuneration Committee met once during the financial year under review. Re-election of Directors In accordance with the Articles of Association of the Company, all Directors who are appointed by the Board are subject to election by shareholders of the Company at the first Annual General Meeting (AGM) after their appointment. The Articles of Association also provide that one-third of all the remaining Directors must retire from office at every AGM and, if eligible, may offer themselves for re-election. This provides an opportunity for shareholders to renew the mandates of each Director. The election of each Director is voted on separately at the shareholders meeting.
19

(CONTD)
Appointment of Director The Board as a whole makes decisions on appointment of Director, upon recommendation by the Nominating Committee. The Nominating Committee shall undergo a selection and nomination process when determining the suitability of the potential candidates considering the potential candidates expertise that can complement the experiences, backgrounds and perspectives of the Board and also to make positive contribution to the Boards performance. Orientation Program, designed specifically to the newly appointment Director, is provided to effectively supply useful information of the Board and the Company to the said Director. Directors Training All Directors of the Company have attended the Mandatory Accreditation Programme (MAP). Newly appointed Directors are invited to attend an In-house orientation programme which is usually conducted after their effective appointment date. The Directors also attend relevant training programmes conducted by external experts. In addition to this, internal management shall, from time to time, provide updates regarding any latest amendments pertaining to the Listing Requirements of Bursa Securities and statutory provisions or new regulations and accounting standards imposed by the relevant authorities. During the current financial year, the Directors have attended appropriate training programmes conducted by external experts to equip themselves with the knowledge to discharge their duties more effectively and to keep abreast of developments in the marketplace. For the Company, In-house Directors Trainings have been organised periodically. The training programmes which the existing Directors of L&G involved during the financial year were as stated below. Dato Hj Zainal Abidin Putih Briefing on Pillar 3 Disclosure Seminar on BNM Requirements for ICAAP Process Seminar on Corporate Governance Today and the Directions Moving Forward Seminar on Gap Analysis and Proposed to-be Capital Allocation and Performance Management Framework Seminar on Basel Pillar 2 ICAAP Requirements (Part 2) Seminar on Proposed Refinements to the Capital Allocation and Performance Management Framework and Introduction to SREP Seminar on Anti-Money Laundering Act: Financial Crime Risk CIMB Perspective In-house Directors Training Challenges in Managing Business Risks and Recent Changes to Tax Laws and Procedures Briefing on Financial Services Act (FSA) and the new Islamic Financial Services Act (IFSA) Implication for Directors 23 April 2012 30 April 2012 14 June 2012 3 July 2012 11 July 2012 15 August 2012 10 September 2012 7 January 2013 11 March 2013
Low Gay Teck Advocacy Session on Disclosure For CEOs and CFOs 5 June 2012 Seminar on Finance for Non-Financial Managers 13 June 2012 Conference on The 15th National Housing & Property Summit 2012 28 & 29 August 2012 Conference on CFO Thought Leadership Roundtable 11 September 2012 Forum on CEO Forum Malaysia in the New Global Context 19 September 2012 Forum on 4th World Chinese Economic Forum 12 & 13 November 2012 In-house Directors Training 7 January 2013 Challenges in Managing Business Risks and Recent Changes to Tax Laws and Procedures Conference on The 15th Malaysia Strategic Outlook Conference 2013 31 January 2013
20

(CONTD)
Directors Training (contd) Ferdaus Mahmood Conference on The 15th National Housing & Property Summit 2012 Property and Real Estate Investment in Sabah In-house Directors Training Challenges in Managing Business Risks and Recent Changes to Tax Laws and Procedures 28 & 29 August 2012 7 November 2012 7 January 2013
Dato Ir Dr A Bakar Jaafar Paper presentation on Ocean Thermal Energy Development in Malaysia: Progress Toward a Sustainable Energy Future at Japan Cabinet Secretariat for House Ocean Policy, Ocean Economic Policy Foundation (by Dato Ir Dr A Bakar Jaafar) Paper presentation on Submissions to CLCS and Negative Notes Verbale: Options to Affected Coastal States and Unresolved Boundaries off Pedra Branca, Middle Rocks, and South Ledge at MIMA Maritime Boundary Delimitation Workshop (by Dato Ir Dr A Bakar Jaafar) Presentation on Policy Intervention via Economic Instruments for Enhancement of Local Biomass Industry to EU-Malaysia Capacity Building Programme 7 (by Dato Ir Dr A Bakar Jaafar) Presentation on Prospects of Converting Ocean Thermal Energy to Hydrogen Fuel, Off Sabah Trough Malaysia at the University of Malaya IOES Second South China Sea Conference (by Dato Ir Dr A Bakar Jaafar) In-house Directors Training Challenges in Managing Business Risks and Recent Changes to Tax Laws and Procedures 2 July 2012
16-19 July 2012
16-17 October 2012 23 October 2012
7 January 2013
Dato Hj Ikhwan Salim Dato Hj Sujak In-house Directors Training Challenges in Managing Business Risks and Recent Changes to Tax Laws and Procedures 7 January 2013
YM Tengku Maruan Tengku Ariff In-house Directors Training Challenges in Managing Business Risks and Recent Changes to Tax Laws and Procedures 7 January 2013
Wing Kwan Winnie Chiu Directors Training in Hong Kong on Duties and Responsibilities of a Director, Disclosure Regime, Insider Information and Connected Transaction Rules 13 November 2012
Hoong Cheong Thard Conference on Asia Property Conference 2012 Seminar on DTZ Research Seminar 2013 21 May 2012 10 January 2013
Directors Remuneration The Executive Directors remuneration comprises basic salary and allowances including other customary benefits made available by the Group. Any salary review takes into account market rates and the performance of the individual and the Group. The Non-Executive Directors remuneration comprises fees that are linked to their expected roles and level of responsibilities. The Directors annual fees, which are determined by the Board as a whole, are approved by shareholders of the Company at each AGM.
21

(CONTD)
Directors Remuneration (contd) The aggregate remuneration of the Directors of the Company categorised into appropriate components for the financial year ended 31 March 2013 was as follows: Directors Fees RM000 370 Meeting Allowance RM000 30 Salaries RM000 1,275 Benefits in kind RM000 67 Total RM000 1,342 400
Executive Non-Executive*
The number of Directors of the Company whose total remuneration falls within the respective bands for the financial year ended 31 March 2013 is as follows: Band Number of Directors Executive Non-Executive 1 1 *5 1 1 -
RM50,000 and below RM50,001 to RM100,000 RM100,001 to RM150,000 RM450,001 to RM500,000 RM800,001 to RM850,000
Note: *includes a Non-Independent Non-Executive Director who resigned w.e.f. 3 June 2013
Financial Reporting The Board aims to present a balanced and understandable assessment of the Groups financial position and prospects in all their reports to shareholders, investors and regulatory authorities. The assessment is achieved primarily through the quarterly financial results and by both the Chairmans Statement and the Managing Directors Review which are contained in the Annual Report. The quarterly financial results are reviewed by the Audit Committee and approved by the Board before being released to Bursa Securities. The Directors are also responsible for keeping proper accounting records, which disclose with reasonable accuracy at any time the financial position of the Group, and for ensuring that the financial statements comply with the Companies Act, 1965 and applicable approved Accounting Standards in Malaysia. Internal Controls The Directors acknowledge their responsibility to maintain a sound system of internal controls covering not only financial controls but also operational and compliance controls as well as risk management. This system is designed to manage, rather than eliminate, the risk of failure to achieve the Groups corporate objectives, as well as to safeguard shareholders investments and the Groups assets. The Board seeks regular assurance on the continuity and effectiveness of the internal control system through independent review by the internal and external auditors. To enhance risk management, the Company set up a Risk Management Committee in March 2002, which completed formalising the Risk Management Policy and Framework for the Group by the end of 2002. In 2007, a new Enterprise Risk Management (ERM) framework was introduced to update and further enhance the existing risk management framework. Details of the ERM framework are disclosed in the Statement on Risk Management and Internal Control in the following section of this Annual Report.
22

(CONTD)
Relationship with External Auditors The Group has established a transparent and professional relationship with the external auditors primarily through the Audit Committee and the Board. The Audit Committee has met with the external auditors in relation to the audit of the annual financial statements without the presence of the Executive Directors and Management twice in respect of the financial year under review. The external auditors are invited to attend the annual general meetings of the Company and are available to answer shareholders queries on the conduct of the audit and the preparation and content of the audit report. The external auditors are also invited to attend other shareholders meetings of the Company to keep themselves informed of the status of the Companys corporate exercises. Relationship with Shareholders and Investors The Board recognises the importance of timely dissemination of information to shareholders and investors to ensure that they are well informed of all major developments of the Company and the Group. Such information is communicated to shareholders and investors through various disclosures and announcements to the Bursa Securities, including the quarterly financial results, annual reports and where appropriate, circulars and press releases. The AGM represents the principal forum for dialogue and interaction with shareholders. At every AGM, the Board encourages and welcomes participation from shareholders to ask questions regarding the resolutions being proposed at the meeting and also other matters pertaining to the business activities of the Group. The Directors, Senior Management Personnel and the external auditors are present during these meetings to respond to questions raised by shareholders. At the 49th AGM held on 5 September 2012, the shareholders were informed their right to demand a poll at the opening of the AGM. Following that, the Managing Director of the Company gave a slide presentation to the shareholders on the Groups operating and financial performance for the financial year under review which included up-to-date operating activities of the Group. In compliance with the Listing Requirements of Bursa Securities, all announcements made by the Company to Bursa Malaysia with effect from January 2009 such as the Groups quarterly financial results, annual reports and other mandatory announcements are made available at the Companys website: www.land-general.com. The website also contains current corporate and non-financial information to provide general information and the on-going business activities of the Group. YBhg Dato Ir Dr A Bakar Jaafar is the Senior Independent Director of the Company to whom concerns or queries regarding the Group can be directed. Address : YBhg Dato Ir Dr A Bakar Jaafar c/o Land & General Berhad 8trium, Level 21 Menara 1, Jalan Cempaka SD 12/5 Bandar Sri Damansara 52200 Kuala Lumpur Email : a.bakar.jaafar@land-general.com In addition, to enable the public to forward queries to the Company, the aforesaid Companys website contains the names, contact email addresses and telephone numbers of the following personnel: Mr K C Ng Chief Financial Officer Telephone : 603 6279 8030 Fax : 603 6272 5916 Email : kcng17@land-general.com Lee Siw Yeng Secretary Telephone : 603 6279 8183 Fax : 603 6277 7061 Email : sylee@land-general.com
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STATEMENT OF DIRECTORS RESPONSIBILITIES

IN RESPECT OF THE AUDITED FINANCIAL STATEMENTS
Directors are required by company law to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Group and of the Company at the end of the financial year and of the results of the Group and of the Company of the financial year then ended. In preparing the financial statements for the year ended 31 March 2013, the Directors have: adopted suitable accounting policies and then applied them consistently; made judgements and estimates that are prudent and reasonable; ensured applicable accounting standards have been followed, subject to any material departure and explained in the financial statements; and prepared the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the Company will continue in business.
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Group and of the Company and to enable them to ensure that the financial statements comply with the Companies Act, 1965. The Directors are also responsible for safeguarding the assets of the Group and of the Company and, hence, for taking reasonable steps for the prevention and detection of fraud and other irregularities.
ADDITIONAL COMPLIANCE INFORMATION
Material Contracts There were no other material contracts subsisting at the end of the financial year entered into since the end of the previous financial year by the Company and its subsidiaries which involve the interests of Directors and major shareholders except as disclosed under Note 36 to the Audited Financial Statements.
Sanctions and/or Penalties Imposed There were no fines or sanctions imposed on the Company and its subsidiaries, Directors or management by the relevant regulatory authorities.
Non-audit Fee The amount of non-audit fee payable to the external auditors for the financial year ended 31 March 2013 has been reflected under Note 8 to the Audited Financial Statements.
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AUDIT COMMITTEE REPORT
The Audit Committee was established on 8 August 1991 to act as a Committee of the Board to fulfill its fiduciary responsibilities relating primarily to business ethics, policies and practices, and financial management and controls.
MEMBERS AND MEETINGS The Audit Committee held 6 meetings during the financial year ended 31 March 2013. The members of the Audit Committee and the record of their attendance are as follows: Attendance/ Number of meeting held
Audit Committee 1 2 3 Dato Hj Ikhwan Salim Dato Hj Sujak Dato Ir. Dr. A. Bakar Jaafar Hoong Cheong Thard
Position on the Board Chairman of Audit Committee Independent Non-Executive Director Senior Independent Non-Executive Director Non-Independent Non-Executive Director
6/6 6/6 6/6
TERMS OF REFERENCE The terms of reference of the Audit Committee are as follows: Membership 1. The Audit Committee shall be appointed by the Board from amongst their number and shall consist of at least three members, all of whom must be non-executive directors, with a majority of them being independent directors. At least one member of the Audit Committee: a) b) must be a member of the Malaysian Institute of Accountants (MIA); or if he is not a member of the MIA, he must have at least three (3) years working experience and: Must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967; or Must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Accountants Act 1967; or
2.
c) 3.
fulfils such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad.
The members of the Audit Committee shall elect a Chairman from amongst their number who shall be an Independent NonExecutive Director. In the event of any vacancy in the Audit Committee, within three (3) months of that event, the Board shall appoint new members to make up the minimum number of three (3) members. No alternate director is to be appointed as a member of the Audit Committee. The term of office and performance of the Audit Committee and each of its members shall be reviewed by the Board at least once every three (3) years.
4.
5. 6.
25

(CONTD)
TERMS OF REFERENCE (CONTD) Authority The Audit Committee is authorised by the Board: 1. 2. 3. 4. 5. 6. 7. To investigate any activity within its terms of reference; To have the resources required to perform its duties; To have full and unrestricted access to information pertaining to the Company and the Group; To have unrestricted access to both the internal and external auditors and to all employees of the Group; To have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity (if any); To have the right to obtain external legal or other independent professional advice as necessary; and To be able to convene meetings with the external auditors, the internal auditors or both, excluding the attendance of other directors and employees, whenever deemed necessary.
Functions The functions of the Audit Committee shall be: 1. To review with the external auditors and report to the Board: the audit plan, its scope and nature. the result of their evaluation of the system of risk management and internal controls. their audit reports, to ensure that their recommendations regarding management weaknesses are implemented. the annual financial statements and recommend the adoption of the financial statements. the audit fees. To review with the internal auditors and report to the Board: the Groups risk management and internal control procedures, including organisational and operational controls. the internal audits scope of work, functions, competency and resources and that it has the necessary authority to carry out its work. the Annual Audit Plan. the results of audit findings and other relevant reports. the assistance given by the Companys officers to the internal auditors. the regular management information and to ensure that audit recommendations regarding management weaknesses are effectively implemented. any related party transactions and conflict of interest situation that may arise within the Company and the Group including any transaction, procedure or course of conduct that raise questions of management integrity. To review, approve and note the following relating to the internal audit function: To review any appraisal or assessment of the performance of members (or the independent professional service provider firm as the case may be) of the internal audit function. To approve any appointment or termination of senior staff members (or the independent professional service provider firm as the case may be) of the internal audit function. To note resignation of internal audit staff members (or the independent professional service provider firm as the case may be) and providing the staff members (or the independent professional service provider firm as the case may be) an opportunity to submit his/their reasons for resigning. To review the Groups quarterly financial results and year ended financial statements, prior to the approval by the board of directors focusing particularly on: i) changes in or implementation of major accounting policy and practices; ii) significant and unusual events; iii) significant audit issues and adjustments arising from audit; iv) going concern assumption; v) compliance with approved accounting standards and other legal requirements; and vi) compliance with Main Market Listing Requirements of Bursa Malaysia Securities Berhad.
2.
3.
4.
26

(CONTD)
TERMS OF REFERENCE (CONTD) Functions (contd) 5. 6. 7. To review and recommend the appointment of the external auditors. To review on any removal or resignation of the external auditors. To undertake such other functions as may be agreed to by the Audit Committee and the Board.
Meetings 1. 2. Meetings shall be held not less than four (4) times in each financial year. The quorum for each meeting shall be two (2) members, provided that the majority of members present at the meeting must be independent directors. The Managing Director, the Executive Director, the Chief Financial Officer, the Group Financial Controller, and the Internal Auditors shall normally attend the meetings. Other Board members and employees may attend the meetings upon the invitation of the Audit Committee. At least twice a year, the Audit Committee shall meet with the external auditors without the presence of Management and Executive Directors. The Company Secretary shall be the Secretary of the Audit Committee. Minutes of each meeting shall be kept and distributed to each member of the Audit Committee and of the Board. The Chairman of the Audit Committee shall report on each meeting to the Board.
3.
4.
5.
6.
SUMMARY OF ACTIVITIES OF THE INTERNAL AUDIT FUNCTION AND THE AUDIT COMMITTEE DURING THE FINANCIAL YEAR ENDED 31 MARCH 2013 Internal Audit Function The internal audit function of the Group was carried out by Advent Corporate Advisory Sdn. Bhd., an independent professional services provider whose principal responsibility is to undertake regular and systematic reviews of the system of internal controls, so as to provide reasonable assurance that such systems continue to operate effectively and efficiently. The Internal Audit function is to assist the Board and the Audit Committee to evaluate the system of internal control and to provide their recommendation to the Board and the Management for further improvement. The Internal Auditors had carried out audits according to the internal audit plan. The following activities were carried out during the financial year:1. Reviewed the system of internal controls and key operating processes based on the approved annual plan and recommending improvements to the existing system of controls; Ascertained the extent of compliance with established policies, procedures and statutory requirements; Ascertained the extent to which the Companys and the Groups assets are accounted for and safeguarded from losses of all kinds; Carried out ad hoc audit assignments and special reviews; and Identified opportunities to improve the operations of and processes within the Group.
2. 3.
4. 5.
During the financial year, the costs incurred for the internal audit function was RM144,000.00.
27

(CONTD)
SUMMARY OF ACTIVITIES OF THE INTERNAL AUDIT FUNCTION AND THE AUDIT COMMITTEE DURING THE FINANCIAL YEAR ENDED 31 MARCH 2013 (CONTD) Summary of Activities of the Audit Committee During the financial year ended 31 March 2013, the Audit Committee performed its duties as set out in its terms of reference. The main activities undertaken by the Audit Committee were as follows:1. Reviewed the extend of the Groups compliance with the provisions set out under the Malaysian Code on Corporate Governance 2012 for the purpose of preparing the Corporate Governance Statement and the Statement on Risk Management and Internal Control pursuant to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad; Reviewed the updated risk profile of the Group and the adequacy and integrity of the internal control systems to manage these risks; Reviewed the external auditors scope of work and audit plan for the year; Reviewed the audit plans for the Group prepared by the internal auditor; Reviewed the internal audit reports, recommendations and managements response, and discussed actions taken with Management to improve the internal control system based on internal audit findings; Reviewed related party transactions entered into by the Group and the draft proposal to seek shareholders mandate pursuant to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad; Reviewed the quarterly unaudited financial results of the Company and the Group before recommending them for the Boards approval for announcement to Bursa Malaysia Securities Berhad; Reviewed the audited financial statements of the Company and the Group prior to the submission to the Board for their consideration and approval (to ensure that the audited financial statements were drawn up in accordance with the provisions of the Companies Act, 1965 and the applicable Financial Reporting Standards in Malaysia); and Had two (2) sessions of discussions with the External Auditors without the presence of the executive members of the Board and other employees.
2.
3. 4. 5.
6.
7.
8.
9.
DATO HJ IKHWAN SALIM DATOS HJ SUJAK Chairman of Audit Committee (Independent Non-Executive Director) 10 July 2013
28
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL
INTRODUCTION The Malaysian Code on Corporate Governance requires listed companies to maintain a sound system of risk management and internal controls to safeguard shareholders investments and the Groups assets. The Bursa Malaysia Securities Berhads (Bursa Securities) Listing Requirements require directors of public listed companies to include a statement in their annual reports on the state of their risk management and internal controls framework. The Bursa Securities Statement on Risk Management and Internal Control: Guidelines for Directors of Listed Issuers (Guidelines) provides guidance for compliance with these requirements. Set out below is the Boards Statement on Risk Management and Internal Control, which has been prepared in accordance with the Guidelines.
BOARDS RESPONSIBILITY The Board recognises the importance of sound system of risk management and internal controls to safeguard shareholders investment and the Groups asset. The Board acknowledges its primary responsibility to ensure that risks in the Group are identified, measured and managed with appropriate system of risk management and internal controls, and to ensure that the effectiveness, adequacy and integrity of the risk management and internal control systems are reviewed on an on-going basis. The review covers, inter alia, financial, operational and compliance system controls and risk management procedures of the Group. However, such procedures are designed to manage rather than to eliminate risks that may impede the achievement of the Groups business objectives. Accordingly, a sound system of risk management and internal control can only provide reasonable, and not absolute, assurance against material errors, misstatement, losses or fraud. The Group has in place an on-going process for identifying, evaluating and managing significant risks that may affect the achievement of business objectives for the year and up to the date of this report. The top five risks are reported to the Board on regular basis for their deliberation.
ENTERPRISE RISK MANAGEMENT In April 2002, the Group established a Risk Management Committee (RMC) which comprises senior management. Tasked with reviewing and formulating a risk management policy, the Committee reviewed the operations and systems within the Group and recommended that a risk management policy be adopted. The recommended risk policy has since been approved and adopted for implementation since 2003. Updates on the risk policy were done regularly by RMC assisted by independent external consultants and presented to and approved by the Board. The Enterprise Risk Management (ERM) policy forms an integral part of good management practice for the Group. The purpose of this policy is to foster a proactive risk management culture within the Groups companies and departments. Compliance to the ERM policy is mandatory. At the date of the annual report, the ERM framework, policy and the Group risk profile have been implemented and subject to periodic review as and when necessary.
INTERNAL AUDIT FUNCTIONS The internal audit function of the Group was carried out by Advent Corporate Advisory Sdn. Bhd., an independent professional services provider which provided the Board with much of the assurance it requires regarding the adequacy and effectiveness of the Groups system of controls, procedures and operations. Internal audits are undertaken to provide independent assessments of the adequacy, efficiency and effectiveness of the Groups internal control systems, and reports are made to the Audit Committee on a quarterly basis. The Audit Committee also has full access to both internal and external auditors and receives reports on all audits performed.
29
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

(CONTD)
INTERNAL AUDIT FUNCTIONS (CONTD) The internal audit function reviews the internal controls in the key activities of the Groups business based on the annual audit plan, which is presented to the Audit Committee for approval. Since the adoption of the risk policy, the internal audit function has taken on a risk-based approach when preparing its audit strategy and plans, after having considered the risk profiles of the operating companies and divisions of the Group. The system of internal control has been structured in such a manner that it has provided reasonable assurance that the likelihood of a significant adverse impact on objectives arising from a future event or situation is at a level acceptable to the business. It achieved this through a combination of preventive, detective and corrective measures. The audit reports that were tabled to the Audit Committee for their deliberation on quarterly basis include management response and corrective actions taken or to be taken in regard to the specific findings and recommendations. The Management as a whole is responsible for ensuring that the necessary corrective actions on reported weaknesses are promptly taken. The Audit Committee presents its findings regularly to the Board.
OTHER KEY ELEMENTS OF INTERNAL CONTROL The other key elements of the Groups internal control system, that are regularly reviewed by the Board and are described below: Defined appropriate level of delegation and reporting lines of responsibilities to committees of the Board and to Management, including organizational structures and appropriate authority levels; Documented internal policies and procedures set out in the Group Procedures & Authorities (GPA) Manual, which are continuously reviewed and improved upon to reflect changes in business structures and processes. This provides a sound framework of authority and accountability within the organization and facilitates proper corporate decision making at the appropriate level in the organizations hierarchy; Regular reports including key operating statistics from the Management on the performance of operating units; A detailed budgeting process requires all business units to prepare budgets annually which are reviewed and approved by the Board; Deliberation and approval on the quarterly financial information which have been reviewed by the Audit Committee; The risk management and control framework and ensure that it is embedded into the culture, processes and structures of the Group, where the framework is responsive to changes in the business environment and clearly communicated to all levels; and In respect of material joint ventures and associated companies, the conduct of the Boards representations from the Group to oversee the administration, operation, performance and executive management of these companies. Financial and operational information of these companies is provided regularly to the Management of the Group.
In addition, one of the Groups subsidiaries had been accorded the ISO 9001:2008 accreditation for its operational process.
REVIEW OF THE STATEMENT BY EXTERNAL AUDITORS The external auditors have reviewed the Statement on Risk Management and Internal Control intended to be included in the annual report of the Company for the financial year ended 31 March 2013 and reported to the Board that nothing has come to their attention that causes them to believe the Statement on Risk Management and Internal Control is inconsistent with their understanding of the process the Board has adopted in the review of the adequacy and integrity of internal control of the Group.
CONCLUSION The Board has received assurance from the Managing Director, Executive Director and Chief Financial Officer that the Groups risk management and internal control system is operating adequately and effectively, in all material aspect, based on the risk management and internal control system of the Group. The Board is of the view that risk management and internal control system in place for the year under review and up to the date of issuance of the financial statement, is adequate and effective to safeguard shareholders investment and the Groups asset. Notwithstanding this, reviews of all control procedures will be continuously improved and enhancement of the existing system of risk management and internal controls will be made, taking into consideration the changing business environment.
30
CORPORATE SOCIAL RESPONSIBILITY

AT LAND & GENERAL BERHAD
The Board acknowledges that practices that support corporate and social responsibilities are keys to the sustainability of Land & General Berhad (L&G) Group. In the pursuit of the Companys business objectives, the Board is not only committed to further appreciate stakeholders value but to contribute, in meaningful ways, to the well being of its employees and the environment and community in which the Group operates. The Board believes that Corporate Social Responsibility (CSR) goes beyond donating money and other resources to worthwhile causes and therefore, the Group has embedded CSR activities in various forms in its daily business operations and will continually make conscientious efforts to improve its CSR activities within its means for the betterment of the community and environment. For the financial year ended 31 March 2013, the Group continued to maintain its on-going CSR activities.
WORKPLACE The Company recognises that the employees are invaluable assets of the Group and play a vital role in achieving the vision and mission of the Group. Towards this end, the Group constantly promotes human capital development. Opportunities are given to the Groups employees to participate in In-house training. The Group also sponsors its employees to attend external training programmes, seminars and conferences conducted by industry professionals. Study and exam leave are given to employees who upgrade themselves with new skills and knowledge. The Group supports and sponsors Land & General Berhad Sports Club and its activities to foster its commitment to build a strong sense of shared welfare among the Land & General family. To recognise employees contribution and loyalty as well as to instill better working relationship amongst the employees and with Management, the Company holds Annual Dinners and in conjunction with the Annual Dinners, the Group presents long service awards and quality awards to deserving employees to recognise their commitment and dedication. The Group is an equal opportunity employer and has always been actively promoted mutual respect among the staff. Aside from compliance with all labour law provisions, an Occupational Safety and Health (OSH) Committee has been in operation since 1995 to organise activities and address OSH issues of employees to provide a safer workplace.
31
CORPORATE SOCIAL RESPONSIBILITY

AT LAND & GENERAL BERHAD (CONTD)
COMMUNITY As part of its social responsibility to the community, the Group endeavours to continuously give its full support to events that are beneficial to the community at large. L&G had made generous donations to Kiwanis Club of Bukit Kiara and IJN foundation for charitable events. Through its subsidiaries, the following CSR activities were undertaken. Complimentary use of function rooms at the Sri Damansara Club (SDC) for holding of Bandar Sri Damansara Residents Associations (BDSRA) meetings upon request. Use of the SDCs swimming pool for water therapy programme for special children from certain schools within its vicinity. Provision of a piece of land in Bandar Sri Damansara for BSDRAs office and police station without rental charge. Holding of Majlis Berbuka Puasa celebration for children at the Rumah Kasih Harmoni, Paya Jaras where each of the orphans who attended the event received duit raya generously donated by L&G and Sekolah Sri Bestari. Funds were also raised from the students, parents and staff of Sekolah Sri Bestari for the said orphanage. Organisation of a charity project Raise and Run by the students of Sekolah Sri Bestari where funds were raised and donated to charitable organisations chosen by the students committee.
ENVIRONMENT As for caring for the environment, the employees continue to put in considerable efforts from reusing paper in the office, switching off lights and electrical equipment during the lunch hour. For project planning, development and implementation, environmental dimension was integrated by maintaining the verdure of development site and following the natural topography as much as possible and not going against them. This concept was applied in the Damansara Foresta Project where out of the 42 acres of land, 20 acres of land will be developed and the remaining shall be maintained as green. Respect for the environment has been fostered in the employees of the Group through informal discussions and developing environment-sustaining projects. The Company is seriously working towards developing sustainable projects.
MARKETPLACE The Group conducts its business in accordance with a high standard of business ethics and in compliance with all relevant legislation. The Group continues to concentrate on the development and adoption of good corporate governance in all aspects of its business operations. To inculcate good business ethics as its corporate culture, the Board has formalised Code of Conduct and Ethical Practice for Management and Staff of the L&G Group to uphold the spirit of good corporate and social responsibilities and accountability. To facilitate appropriate communication and feedback channels, a formal whistle-blowing policy and procedures were implemented.
32
Financial Statements
34 37 37 38 40 41 43 44 45 46 Directors Report Statement by Directors Statutory Declaration Independent Auditors Report Statements of Comprehensive Income Statements of Financial Position Consolidated Statement of Changes in Equity Company Statement of Changes in Equity Statements of Cash Flows Notes to the Financial Statements
113 Supplementary Information
DIRECTORS REPORT
The Directors have pleasure in presenting their report together with the audited financial statements of the Group and of the Company for the financial year ended 31 March 2013.
PRINCIPAL ACTIVITIES The principal activities of the Company are investment holding and leasing of assets. The principal activities of the subsidiaries are set out in Note 16 to the financial statements. There have been no significant changes to the activities of the Group and of the Company during the financial year.
RESULTS Group RM000 Profit for the year 57,177 Company RM000 39,087
Attributable to: Equity owners of the Company Non-controlling interests
43,969 13,208 57,177
39,087 39,087
There were no material transfers to or from reserves or provisions during the financial year other than as disclosed in the financial statements. In the opinion of the Directors, the results of the operations of the Group and of the Company during the financial year were not substantially affected by any item, transaction or event of a material and unusual nature.
DIVIDENDS No dividend was paid or declared by the Company since the end of the previous financial year. The Directors have not recommended any payment of dividend in respect of the current financial year ended 31 March 2013.
DIRECTORS The Directors of the Company in office since the date of the last report and at the date of this report are: Dato Hj Zainal Abidin Putih (Chairman) Low Gay Teck (Managing Director) Ferdaus Mahmood (Executive Director) Dato Ir Dr A Bakar Jaafar Dato Hj Ikhwan Salim Dato Hj Sujak YM Tengku Maruan Tengku Ariff Hoong Cheong Thard Wing Kwan Winnie Chiu Dato Muhammad Khairun Aseh (resigned on 3 June 2013) In accordance with Article 93 of the Articles of Association of the Company, Dato Hj Zainal Abidin Putih, Dato Hj Ikhwan Salim Dato Hj Sujak and Hoong Cheong Thard retire at the forthcoming Annual General Meeting, and being eligible, offer themselves for re-election.
34
DIRECTORS REPORT
(CONTD)
DIRECTORS BENEFITS Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which the Company was a party, whereby the Directors might acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate. Since the end of the previous financial year, no Director has received or become entitled to receive a benefit (other than benefits included in the aggregate amount of emoluments received or due and receivable by the Directors as shown in Note 6 to the financial statements or the fixed salaries of full-time employees of the Company) by reason of a contract made by the Company or a related corporation with any Director or with a firm of which the Director is a member, or with a company in which the Director has a substantial financial interest.
DIRECTORS INTERESTS According to the register of Directors shareholdings, the interests of Directors in office at the end of the financial year in shares in the Company during the financial year were as follows: Number of Ordinary Shares of RM0.20 each Acquired Disposed 31 March 2013
1 April 2012 The Company Direct Interest: YM Tengku Maruan Tengku Ariff Indirect Interest: Wing Kwan Winnie Chiu
2,000
2,000
101,380,000
2,040,000
103,420,000
Wing Kwan Winnie Chiu, by virtue of her indirect interest in shares in the Company, is also deemed interested in shares in all the Companys subsidiaries to the extent the Company has an interest. No other Directors in office at the end of the financial year had any interest in shares or in debentures of the Company and its related corporations during the financial year.
ISSUES OF SHARES The Company did not issue any new ordinary shares during the financial year.
OTHER STATUTORY INFORMATION (a) Before the statements of comprehensive income and statements of financial position of the Group and of the Company were drawn out, the Directors took reasonable steps: (i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate allowance had been made for doubtful debts; and
(ii) to ensure that any current assets which were unlikely to realise their values as shown in the accounting records in the ordinary course of business had been written down to an amount which they might be expected so to realise.
35
DIRECTORS REPORT
(CONTD)
OTHER STATUTORY INFORMATION (CONTD) (b) At the date of this report, the Directors are not aware of any circumstances which would render: (i) the amount written off for bad debts or the amount of the allowance for doubtful debts in these financial statements inadequate to any substantial extent; and
(ii) the values attributed to the current assets in the financial statements of the Group and of the Company misleading. (c) At the date of this report, the Directors are not aware of any circumstances which have arisen which would render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate. (d) At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or financial statements of the Group and of the Company which would render any amount stated in the financial statements misleading. (e) At the date of this report, there does not exist: (i) any charge on the assets of the Group or of the Company which has arisen since the end of the financial year which secures the liabilities of any other person; or
(ii) any contingent liability of the Group or of the Company which has arisen since the end of the financial year. (f) In the opinion of the Directors: (i) no contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial year which will or may affect the ability of the Group or of the Company to meet their obligations when they fall due; and
(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report which is likely to affect substantially the results of the operations of the Group or of the Company for the financial year in which this report is made.
SIGNIFICANT EVENT Significant event is disclosed in Note 35 to the financial statements.
SUBSEQUENT EVENTS Details of subsequent events are disclosed in Note 36 to the financial statements.
AUDITORS The auditors, Ernst & Young, have expressed their willingness to continue in office. Signed on behalf of the Board in accordance with a resolution of the Directors dated 10 July 2013.
Low Gay Teck
Ferdaus Mahmood
36
STATEMENT BY DIRECTORS
PURSUANT TO SECTION 169(15) OF THE COMPANIES ACT, 1965
We, Low Gay Teck and Ferdaus Mahmood, being two of the Directors of Land & General Berhad, do hereby state that, in the opinion of the Directors, the accompanying financial statements set out on pages 40 to 112 are drawn up in accordance with the Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 31 March 2013 and their financial performance and cash flows for the year then ended. The supplementary information set out in Note 41 to the financial statements on page 113 to the financial statements, does not form part of the financial statements. It is prepared in all material aspects, in accordance with Guidance on Special Matter No.1 Determination of realised and unrealised profits or losses in the context of disclosures pursuant to Bursa Malaysia Securities Berhad Listing Requirements as issued by the Malaysian Institute of Accountants and the directive of Bursa Malaysia Securities Berhad. Signed on behalf of the Board in accordance with a resolution of the Directors dated 10 July 2013.
Low Gay Teck
Ferdaus Mahmood
STATUTORY DECLARATION
PURSUANT TO SECTION 169(16) OF THE COMPANIES ACT, 1965
I, Chee Yuet Sin, being the officer primarily responsible for the financial management of Land & General Berhad, do solemnly and sincerely declare that the accompanying financial statements set out on pages 40 to 113 are in my opinion correct, and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, 1960. Subscribed and solemnly declared by the abovenamed Chee Yuet Sin at Kuala Lumpur in the Federal Territory on 10 July 2013.
Chee Yuet Sin
Before me,
PESURUHJAYA SUMPAH MALAYSIA ARSHAD ABDULLAH W550 NO. 102 & 104 1ST FLOOR BANGUNAN PERSATUAN YAP SELANGOR JALAN TUN HS LEE 50000 KUALA LUMPUR
37
INDEPENDENT AUDITORS REPORT

TO THE MEMBERS OF LAND & GENERAL BERHAD
Report on the financial statements We have audited the financial statements of Land & General Berhad, which comprise the statements of financial position as at 31 March 2013 of the Group and of the Company, and the statements of comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company for the year then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages 40 to 112.
Directors responsibility for the financial statements

The Directors of the Company are responsible for the preparation of financial statements so as to give a true and fair view in accordance with Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia. The Directors are also responsible for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditors responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements, plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entitys preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements give a true and fair view of the financial position of the Group and of the Company as at 31 March 2013 and of their financial performance and cash flows for the year then ended in accordance with Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia. Report on other legal and regulatory requirements In accordance with the requirements of the Companies Act, 1965 (Act) in Malaysia, we also report the following: (a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act. (b) We have considered the financial statements and the auditors report of the subsidiary of which we have not acted as auditors, which are indicated in Note 16 to the financial statements. (c) We are satisfied that the financial statements of the subsidiaries that have been consolidated with the financial statements of the Company are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements and we have received satisfactory information and explanations required by us for those purposes. (d) The auditors reports on the financial statements of the subsidiaries were not subject to any qualification and in respect of subsidiaries incorporated in Malaysia, did not include any comment required to be made under Section 174(3) of the Act.
38
INDEPENDENT AUDITORS REPORT

TO THE MEMBERS OF LAND & GENERAL BERHAD (CONTD)
Other reporting responsibilities The supplementary information set out in Note 41 to the financial statements on page 113 is disclosed to meet the requirement of Bursa Malaysia Securities Berhad and is not part of the financial statements. The directors are responsible for the preparation of the supplementary information in accordance with Guidance on Special Matter No.1 Determination of realised and unrealised profits or losses in the context of disclosure pursuant to Bursa Malaysia Securities Berhad Listing Requirements as issued by the Malaysian Institute of Accountants (MIA Guidance) and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all material aspects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad. Other matters This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.
Ernst & Young AF: 0039 Chartered Accountants Kuala Lumpur, Malaysia 10 July 2013
Kua Choh Leang No. 2716/01/15(J) Chartered Accountant
39
STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2013
Group Note Revenue Other income Raw materials and consumables used Property development expenditure recognised as expense Changes in inventories Staff costs Depreciation and amortisation Impairment losses Other expenses Operating profit Finance costs Share of results of jointly controlled entities Profit before tax Income tax expense Profit for the year Other comprehensive income Foreign currency translation differences for foreign operations Realisation of foreign exchange reserve upon deconsolidation of foreign subsidiaries Other comprehensive income/(expense) for the year Total comprehensive income for the year 3 4 2013 RM000 216,293 19,049 (654) (101,767) (2,762) (14,750) (1,663) (34,540) 79,206 (1,717) (4,728) 72,761 (15,584) 57,177 2012 RM000 130,799 18,701 (508) (45,213) (16,020) (13,898) (1,311) (24,386) 48,164 (1,500) (3,165) 43,499 (10,379) 33,120
Company 2013 2012 RM000 RM000 33,785 23,769 (3,777) (663) (407) (8,805) 43,902 (1,410) 42,492 (3,405) 39,087 27,733 4,704 (2,440) (651) (11,288) 18,058 (1,353) 16,705 (4,355) 12,350
12(b) 5
7 18 8 9
(68) 16(ii) 666 598 57,775
258 (4,829) (4,571) 28,549
39,087
12,350
Profit attributable to: Owners of the Company Non-controlling interests Profit for the year
43,969 13,208 57,177
30,369 2,751 33,120
39,087 39,087
12,350 12,350
Total comprehensive income attributable to: Owners of the Company Non-controlling interests Total comprehensive income for the year
44,567 13,208 57,775
25,798 2,751 28,549
39,087 39,087
12,350 12,350
Earnings per share attributable to owners of the Company (sen) Basic
10
7.35
5.08
The accompanying accounting policies and explanatory notes form an integral part of the financial statements
40
STATEMENTS OF FINANCIAL POSITION

AS AT 31 MARCH 2013
Group Note ASSETS Non-current assets Property, plant and equipment Land held for property development Investment properties Goodwill Land use rights Investments in subsidiaries Investments in associates Investments in jointly controlled entity Other investments Trade and other receivables 2013 RM000 2012 RM000
Company 2013 2012 RM000 RM000
11 12(a) 13 14 15 16 17 18 19 21
72,306 30,954 34,413 12 58 (12,254) 5,118 17,626 148,233
70,018 26,634 31,789 12 60 (7,406) 11,793 13,283 146,183
468 19,673 53 202,761 4,992 18,417 246,364
654 20,088 55 181,133 11,516 17,588 231,034
Current assets Property development costs Inventories Trade and other receivables Other current assets Tax recoverable Deposits, cash and bank balances
12(b) 20 21 22 23
142,246 9,733 25,322 50,016 979 172,371 400,667 757 401,424
154,001 8,231 34,716 9,173 129 122,802 329,052 724 329,776 475,959
30,182 233 2,130 92,211 124,756 124,756 371,120
11,822 323 3,114 87,910 103,169 103,169 334,203
Non-current assets classified as held for sale
24
TOTAL ASSETS
549,657
41
STATEMENTS OF FINANCIAL POSITION

AS AT 31 MARCH 2013 (CONTD)
Group Note EQUITY AND LIABILITIES Equity attributable to owners of the Company Share capital Share premium Retained profits Other reserves 2013 RM000 2012 RM000
Company 2013 2012 RM000 RM000
28 29 30
119,661 17,036 169,979 20,342 327,018 22,568 349,586
119,661 17,036 126,010 19,744 282,451 9,360 291,811
119,661 17,036 142,856 279,553 279,553
119,661 17,036 103,769 240,466 240,466
Non-controlling interests Total equity Non-current liabilities Provisions Trade and other payables Borrowings Deferred tax liabilities
25 26 27 31
33,712 15,935 57,234 3,887 110,768
32,604 12,353 51,172 3,357 99,486
33,712 78 33,790
32,322 138 32,460
Current liabilities Provisions Trade and other payables Borrowings Tax payable
25 26 27
2,294 73,785 9,530 3,694 89,303
18,903 56,819 6,339 2,601 84,662 184,148 475,959
57,365 60 352 57,777 91,567 371,120
61,109 168 61,277 93,737 334,203
TOTAL LIABILITIES TOTAL EQUITY AND LIABILITIES
200,071 549,657
42
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Note At 1 April 2011 Acquisition of a subsidiary Total comprehensive income for the year Transaction with owners Redemption of preference shares in a subsidiary At 31 March 2012 16(iv)(c)
Share capital RM000 (Note 28) 119,661 -
Attributable to owners of the Company Non-distributable Foreign Share Capital exchange Retained premium reserve reserve profits RM000 RM000 RM000 RM000 (Note 30(a)) (Note 30(b)) (Note 29) 17,036 10,633 12,182 97,141 -
Total RM000
Noncontrolling Total interests equity RM000 RM000
256,653 -
- 256,653 6,609 6,609
(4,571)
30,369
25,798
2,751
28,549
119,661
17,036
1,500 12,133
7,611
(1,500) 126,010
282,451
9,360 291,811
At 1 April 2012 Total comprehensive income for the year At 31 March 2013
119,661
17,036
12,133
7,611
126,010
282,451
9,360 291,811
119,661
17,036
12,133
598 8,209
43,969 169,979
44,567 327,018
13,208
57,775
22,568 349,586
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COMPANY STATEMENT OF CHANGES IN EQUITY

Non-distributable Share Share capital premium RM000 RM000 (Note 28) At 1 April 2011 Total comprehensive income for the year At 31 March 2012 119,661 119,661 17,036 17,036
Retained profits RM000 (Note 29) 91,419 12,350 103,769
Total equity RM000
228,116 12,350 240,466
At 1 April 2012 Total comprehensive income for the year At 31 March 2013
119,661 119,661
17,036 17,036
103,769 39,087 142,856
240,466 39,087 279,553
44
STATEMENTS OF CASH FLOWS

Group 2013 RM000 Cash flows from operating activities Cash receipts from customers Cash payments to suppliers and employees Interest received Returns of short term funds Tax paid Tax refunded Other operating receipts Other operating payments Net cash inflow/(outflow) from operating activities Cash flows from investing activities Cash outflows from acquisition of a subsidiary (Note 16(iv)(b)) Additional investment in a subsidiary company (Note 16(iii)) Payment made to redeem charges on land secured for borrowing of a former subsidiary (Note 25) Purchase of property, plant and equipment Subsequent expenditure on investment properties Proceeds from disposal of non-current assets held for sale Proceeds from disposal of property, plant and equipment Partial purchase price paid for a piece of land Dividend received Net cash (outflow)/inflow from investing activities Cash flows from financing activities Advances to a jointly controlled entity Payment of hire purchase obligations Drawdown of bridging loan Repayment of term loan Interest payments Net advances to subsidiaries Net cash outflow from financing activities (3,946) (168) 24,962 (18,748) (3,322) (1,222) (318) (174) 9,367 (19,660) (1,769) (12,554) (4,300) (3,670) (3,661) 413 8 2,590 (8,620) (364) (1,697) (15,597) 3,555 84 (10,000) (24,019) 179,118 (112,858) 3,611 621 (15,483) 671 735 (277) 56,138 94,164 (80,044) 3,924 184 (6,914) 47 2,512 (649) 13,224 2012 RM000
Company 2013 2012 RM000 RM000
3 (5,724) 2,636 207 (550) 665 2 (2,761)
3 (4,178) 2,467 23 2 (1,683)
(60) 8 9,140 9,088
(250) (94) 69 17,709 17,434
(168) (20) (1,858) (2,046)
(174) (21) (6,189) (6,384)
Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Effects of foreign exchange rate changes Cash and cash equivalents at end of year (Note 23)
46,296 116,631 66 162,993
(23,349) 139,865 115 116,631
4,281 87,910 20 92,211
9,367 78,543 87,910
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NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013
1. Corporate information Land & General Berhad (the Company) is a public limited liability company, incorporated and domiciled in Malaysia, and listed on the Main Market of Bursa Malaysia Securities Berhad. The address of the registered office and principal place of business of the Company is at 8trium, Level 21, Menara 1, Jalan Cempaka SD12/5, Bandar Sri Damansara, 52200 Kuala Lumpur, Malaysia. The principal activities of the Company are investment holding and leasing of assets. The principal activities of the subsidiaries are set out in Note 16. There have been no significant changes to the activities of the Group and of the Company during the financial year. The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of Directors on 10 July 2013.
2. Summary of significant accounting policies 2.1 Basis of preparation The financial statements of the Group and of the Company have been prepared under the historical basis unless otherwise indicated in the accounting policies below and in accordance with Financial Reporting Standards (FRSs) and the Companies Act, 1965 in Malaysia. At the beginning of the current financial year, the Group and the Company had adopted new and revised FRSs which are mandatory for financial periods beginning or after 1 April 2012 as described in Note 2.2. The financial statements are presented in Ringgit Malaysia (RM) and all values are rounded to the nearest thousand (RM000) except when otherwise indicated. 2.2 Changes in accounting policies The accounting policies adopted are consistent with those of the previous financial year except as follows: On 1 April 2012, the Group and the Company adopted the following new and amended FRSs and IC Interpretations mandatory for annual financial periods beginning on or after 1 April 2012. Effective for financial periods beginning on or after 1 July 2011 IC Interpretation 19 Extinguishing Financial Liabilities with Equity Instruments Amendments to IC Interpretation 14: Prepayments of a Minimum Funding Requirement Effective for financial periods beginning on or after 1 January 2012 Amendments to FRS 1: Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters Amendments to FRS 7: Transfers of Financial Assets Amendments to FRS 112: Deferred tax - Recovery of Underlying Assets FRS 124 Related Party Disclosure Adoption of the above standards and interpretations did not have any significant effect on the financial performance and position of the Group and of the Company. 2.3 Standards and interpretations issued but not yet effective The Group has not adopted the following standards and interpretations that had been issued but not yet effective: Effective for financial periods beginning on or after 1 July 2012 Amendments to FRS 101: Presentation of Items of Other Comprehensive income
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FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013 (CONTD)
2. Summary of significant accounting policies (contd) 2.3 Standards and interpretations issued but not yet effective (contd) Effective for financial periods beginning on or after 1 January 2013 FRS 10 : Consolidated Financial Statements FRS 11 : Joint Arrangements FRS 12 : Disclosure of Interests in Other Entities FRS 13 : Fair Value Measurement FRS 119 : Employee Benefits FRS 127 : Separate Financial Statements FRS 128 : Investment in Associates and Joint Ventures IC Interpretation 20 Stripping Costs in the Production Phase of a Surface Mine Amendments to FRS 7: Disclosure - Offsetting Financial Assets and Financial Liabilities Amendments to FRS 1: First time Adoption of Malaysian Financial Reporting Standards - Government loans Amendments to FRS 1: First time Adoption of Malaysian Financial Reporting Standards (Improvements to FRSs (2012)) Consolidated Financial Statement (Amendments to FRS 10) Joint Arrangements (Amendments to FRS 11) Disclosure of Interests in Other Entities: Transition Guidance (Amendments to FRS 12) Amendments to FRS 101, 116, 132 and 134: Presentation of financial statements (Improvements to FRSs (2012)) Effective for financial periods beginning on or after 1 January 2014 Malaysian Financial Reporting Standards (MFRS) Amendments to FRS 10, FRS 12 and FRS 127: Investment Entities Amendments to FRS 132: Offsetting Financial Assets and Financial Liabilities Effective for financial periods beginning on or after 1 January 2015 FRS 9 : Financial Instruments The Directors expect that the adoption of the standards and interpretations above will have no material impact on the financial statements in the period of initial application, except as disclosed below: Amendments to FRS 101: Presentation of Financial Statements (Annual Improvements 2009-2011 Cycle) The amendments to FRS 101 change the grouping of items presented in other comprehensive income. Items that could be reclassified (or recycled) to profit or loss at a future point in time (for example, exchange differences on translation of foreign operations and net loss or gain on available-for-sale financial assets) would be presented separately from items which will never be reclassified (for example, actuarial gains and losses on defined benefit plans and revaluation of land and buildings). The amendment affects presentation only and has no impact on the Groups financial position and performance. FRS 9: Financial instruments FRS 9 reflects the first phase of the work on the replacement of FRS 139 Financial Instruments: Recognition and Measurement and applies to classification and measurement of financial assets and financial liabilities as defined in FRS 139 Financial Instruments: Recognition and Measurement. The adoption of the first phase of FRS 9 will have an effect on the classification and measurement of the Groups financial assets. The Group will quantify the effect in conjunction with the other phases, when the final standard including all phases is issued. FRS 10: Consolidated Financial Statements FRS 10 replaces part of FRS 127 Consolidated and Separate Financial Statements that deals with consolidated financial statements and IC Interpretation 112 Consolidation Special Purpose Entities.
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2. Summary of significant accounting policies (contd) 2.3 Standards and interpretations issued but not yet effective (contd) FRS 10: Consolidated Financial Statements (contd) Under FRS 10, an investor controls an investee when (a) the investor has power over an investee, (b) the investor has exposure, or rights, to variable returns from its involvement with the investee, and (c) the investor has ability to use its power over the investee to affect the amount of the investors returns. Under FRS 127 Consolidated and Separate Financial Statements, control was defined as the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. FRS 10 includes detailed guidance to explain when an investor has control over the investee. FRS 10 requires the investor to take into account all relevant facts and circumstances. The Group has carried out an assessment on adoption of FRS 10 and it is concluded that there will be no change of classification of investment in subsidiary companies upon adoption of FRS 10. FRS 11: Joint Arrangements FRS 11 replaces FRS 131 Interests in Joint Ventures and IC Interpretation 113 Jointly-Controlled Entities Non-monetary Contributions by Venturers. The classification of joint arrangements under FRS 11 is determined based on the rights and obligations of the parties to the joint arrangements by considering the structure, the legal form, the contractual terms agreed by the parties to the arrangement and when relevant, other facts and circumstances. Under FRS 11, joint arrangements are classified as either joint operations or joint ventures. A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. FRS 11 removes the option to account for jointly controlled entities (JCE) using proportionate consolidation. Instead, JCE that meet the definition of a joint venture must be accounted for using the equity method. The Group has carried out an assessment on the adoption of FRS 11 and has concluded that there is no change of classification in the investment in jointly controlled entity upon adoption of FRS 11. FRS 12: Disclosure of Interests in Other Entities FRS 12 includes all disclosure requirements for interests in subsidiaries, joint arrangements, associates and structured entities. A number of new disclosures are required. This standard affects disclosures only and has no impact on the Groups financial position and performance. FRS 13: Fair Value Measurement FRS 13 establishes a single source of guidance under FRS for all fair value measurements. FRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under FRS when fair value is required or permitted. The Group is currently assessing the impact of adoption of FRS 13. FRS 127: Separate Financial Statements As a consequence of the new FRS 10 and FRS 12, FRS 127 is limited to accounting for subsidiaries, jointly controlled entities and associates in separate financial statements.
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2. Summary of significant accounting policies (contd) 2.3 Standards and interpretations issued but not yet effective (contd) FRS 128: Investment in Associates and Joint Ventures As a consequence of the new FRS 11 and FRS 12, FRS 128 is renamed as FRS 128 Investment in Associates and Joint Ventures. The new standard describes the application of the entity method to investment in joint ventures in addition to associates. Amendments to FRS 132: Offsetting Financial Assets and Financial Liabilities The amendments to FRS 132, Financial Instruments: Presentation (effective from 1 January 2014) does not change the current offsetting model in FRS 132. It clarifies the meaning of currently has a legally enforceable right of set-off that the right of set-off must be available today (not contingent on a future event) and legally enforceable for all counterparties in the normal course of business. It clarifies that some gross settlement mechanisms with features that are effectively equivalent to net settlement will satisfy the FRS 132 offsetting criteria. Malaysian Financial Reporting Standards (MFRS Framework) On 19 November 2011, the Malaysia Accounting Standards Board (MASB) issued a new MASB approved accounting framework, the Malaysian Financial Reporting Standard (MFRS Framework) in conjunction with the Boards plan to change to International Financial Reporting Standards (IFRS) in 2012. The MFRS Framework is to be applied by all Entities Other Than Private Entities for annual periods beginning on or after 1 January 2012, with the exception of entities that are within the scope of MFRS 141 Agriculture (MFRS 141) and IC Interpretation 15 Agreement for Construction of Real Estate (IC 15), including its parent, significant investor and venturer (herein called Transitioning Entities). Transitioning Entities will be allowed to defer adoption of the new MFRS Framework for additional two years. Consequently, adoption of the MFRS Framework by Transitioning Entities will be mandatory for annual periods beginning on or after 1 January 2014. The Group falls within the scope definition of Transitioning Entities and accordingly, will be required to prepare financial statements using the MFRS Framework in its first MFRS financial statements for the year ending 31 March 2015. In presenting its first MFRS financial statements, the Group will be required to restate the comparative financial statements to amounts reflecting the application of MFRS Framework. The majority of the adjustment required on transition will be made, retrospectively, against opening retained profits. At the date of these financial statements, the Group has not completed its quantification of the financial effects of the differences between Financial Reporting Standards and accounting standards under the MFRS Framework due to the ongoing assessment by the project team. Accordingly, the consolidated financial performance and financial position as disclosed in these financial statements for the year ended 31 March 2013 could be different if prepared under the MFRS Framework. The Group considers that it is achieving its schedule milestones and expects to be in a position to fully comply with the requirements of the MFRS Framework for financial year ending 31 March 2015. 2.4 Basis of consolidation The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at the reporting date. The financial statements of the subsidiaries used in the preparation of the consolidated financial statements are prepared for the same reporting date as the Company. Consistent accounting policies are applied to similar transactions and events in similar circumstances.
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2. Summary of significant accounting policies (contd) 2.4 Basis of consolidation (contd) All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group transactions are eliminated in full except for unrealised losses, which are not eliminated when there are indications of impairment. Acquisitions of subsidiaries are accounted for by applying the purchase method. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Adjustments to those fair values relating to previously held interests are treated as a revaluation and recognised in other comprehensive income. The cost of a business combination is measured as the aggregate of the fair values, at the date of exchange, of the assets given, liabilities incurred or assumed, and equity instruments issued, plus any costs directly attributable to the business combination. The Group elects for each individual business combination, whether non-controlling interest in the acquiree (if any) is recognised on the acquisition date at fair value, or at the non-controlling interests proportionate share of the acquiree net identifiable assets. Any excess of the cost of business combination over the Groups share in the net fair value of the acquired subsidiarys identifiable assets, liabilities and contingent liabilities is recorded as goodwill on the statements of financial position. Any excess of the Groups share in the net fair value of the acquired subsidiarys identifiable assets, liabilities and contingent liabilities over the cost of business combination is recognised as income in profit or loss on the date of acquisition. When the Group acquires a business, embedded derivatives separated from the host contract by the acquiree are reassessed on acquisition unless the business combination results in a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required under the contract. Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. 2.5 Transactions with non-controlling interests Non-controlling interest represents the equity in subsidiaries not attributable, directly or indirectly, to owners of the Company, and is presented separately in the consolidated statement of comprehensive income and within equity in the consolidated statement of financial position, separately from equity attributable to owners of the Company. Changes in the Company owners ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. In such circumstances, the carrying amounts of the controlling and non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling interest is adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the parent. Total comprehensive income within a subsidiary is attributed to the non-controlling interest even if it results in a deficit balance. 2.6 Foreign currencies (i) Functional and presentation currency The individual financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial statements are presented in Ringgit Malaysia (RM), which is also the Companys functional currency.
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2. Summary of significant accounting policies (contd) 2.6 Foreign currencies (contd) (ii) Foreign currency transactions Transactions in foreign currency are measured in the respective functional currencies of the Company and its subsidiaries and are recorded on initial recognition in the functional currencies at exchange rates approximating those ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Non-monetary items denominated in foreign currencies that are measured at historical cost are translated using the exchange rates at the dates of the initial transactions. Non-monetary items denominated in foreign currencies measured at fair value are translated using the exchange rates at the dates when the fair value was determined. Exchange differences arising on the settlement of monetary items, or on the translation of monetary items at the reporting date are recognised in profit or loss except for exchange differences arising on monetary items that form part of the Groups net investment in foreign operation, which are recognised initially in other comprehensive income and accumulated under foreign exchange reserve in equity. The foreign exchange reserve is reclassified from equity to profit or loss of the Group on disposal of the foreign operation. Exchange differences arising on the translation of non-monetary items carried at fair value are included in profit or loss for the period except for the differences arising on the translation of non-monetary items in respect of which gains and losses are recognised directly in equity. Exchange differences arising from such non-monetary items are also recognised directly in equity. (iii) Foreign operations The assets and liabilities of foreign operations are translated into RM at the rate of exchange ruling at the reporting date and income and expenses are translated at exchange rates at the dates of the transactions. The exchange differences arising on the translation are taken directly to other comprehensive income. On disposal of a foreign operation, the cumulative amount recognised in other comprehensive income and accumulated in equity under foreign exchange reserve relating to that particular foreign operation is recognised in the profit or loss. Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as assets and liabilities of the foreign operations and are recorded in the functional currency of the foreign operations and translated at the closing rate at the reporting date. The principal exchange rates used for each respective unit of foreign currency ruling at the reporting date are as follows: 2013 RM Australian Dollars British Pound Sterling Singapore Dollars United States Dollars 3.20 4.67 2.48 3.08 2012 RM 3.16 4.87 2.43 3.05
2.7 Property, plant and equipment, and depreciation All items of property, plant and equipment are initially recorded at cost. The cost of an item of property, plant and equipment is recognised as an asset if, and only if, it is probably that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.
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2. Summary of significant accounting policies (contd) 2.7 Property, plant and equipment, and depreciation (contd) Subsequent to recognition, property, plant and equipment and furniture and fixtures, except for freehold land, are measured at cost less accumulated depreciation and accumulated impairment losses. When significant parts of property, plant and equipment are required to be replaced in intervals, the Group recognises such parts as individual assets with specific useful lives and depreciation, respectively. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in profit or loss as incurred. Freehold land has an unlimited useful life and therefore is not depreciated. Leasehold land is depreciated over the lease period of 99 years. Capital work in progress are not depreciated until the assets are ready for their intended use. Depreciation of other property, plant and equipment is provided for on a straight-line basis to write off the cost of each asset to its residual value over the estimated useful life, at the following annual rates: Buildings Plant, machinery and others Motor vehicles Furniture, fittings and equipment 2% - 10% 5% - 30% 20% 7.5% - 30%
The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. The residual values, useful life and depreciation method are reviewed at each financial year-end to ensure that the amount, method and period of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benefits embodied in the items of property, plant and equipment. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on derecognition of the asset is included in the profit or loss in the year the asset is derecognised. 2.8 Investment properties and investment property under construction (IPUC) Investment properties are properties which are held either to earn rental income or for capital appreciation or for both. Investment properties and IPUC are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are carried at cost less any accumulated depreciation and accumulated impairment losses. Freehold land has an unlimited useful life and therefore is not depreciated. Investment properties carried at cost are depreciated over the estimated economic useful life ranging from 20 to 50 years. Investment properties under construction are not depreciated until the assets are ready for intended use. Investment properties are derecognised when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses on the retirement or disposal of an investment property is recognised in profit or loss in the year in which they arise. 2.9 Goodwill Goodwill is initially measured at cost. Following initial recognition, goodwill is measured at cost less accumulated impairment losses. For the purpose of impairment testing, goodwill acquired is allocated from the acquisition date, to each of the Groups cash-generating units that are expected to benefit from the synergies of the combination.
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2. Summary of significant accounting policies (contd) 2.9 Goodwill (contd) The cash-generating unit to which goodwill has been allocated is tested for impairment annually and whenever there is an indication that the cash-generating unit may be impaired by comparing the carrying amount of the cash-generating unit, including the allocated goodwill, with the recoverable amount of the cash-generating unit. Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognised in the profit or loss. Impairment losses recognised for goodwill are not reversed in subsequent periods. Where goodwill forms part of a cash-generating unit and part of the operation within the cash-generating unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative fair values of the operations disposed of and the portion of the cash-generating unit retained. 2.10 Land use rights Land use rights are initially measured at cost. Following initial recognition, land use rights are measured at cost less accumulated amortisation and accumulated impairment losses. The land use rights are amortised over their lease terms. 2.11 Impairment of non-financial assets The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when an annual impairment assessment for an asset is required, the Group makes an estimate of the assets recoverable amount. An assets recoverable amount is the higher of an assets fair value less costs to sell and its value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units (CGU)). In assessing value in use, the estimated future cash flows expected to be generated by the asset are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Where the carrying amount of an asset exceeds its recoverable amount, the asset is written down to its recoverable amount. Impairment losses recognised in respect of a CGU or groups of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to those units or groups of units and then, to reduce the carrying amount of the other assets in the unit or groups of units on a pro-rata basis. Impairment losses are recognised in profit or loss except for assets that are previously revalued where the revaluation was taken to other comprehensive income. In this case the impairment is also recognised in other comprehensive income up to the amount of any previous revaluation. An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the assets recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increase cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised previously. Such reversal is recognised in profit or loss. 2.12 Subsidiaries A subsidiary is an entity over which the Group has the power to govern the financial and operating policies so as to obtain benefits from its activities. In the Companys separate financial statements, investments in subsidiaries are accounted for at cost less impairment losses.
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2. Summary of significant accounting policies (contd) 2.13 Associates An associate is an entity, not being a subsidiary or a joint venture, in which the Group has significant influence. An associate is equity accounted for from the date the Group obtains significant influence until the date the Group ceases to have significant influence over the associate. The Groups investments in associates are accounted for using the equity method. Under the equity method, the investment in associates is measured in the statements of financial position at cost plus post-acquisition changes in the Groups share of net assets of the associates. Goodwill relating to associates is included in the carrying amount of the investment. Any excess of the Groups share of the net fair value of the associates identifiable assets, liabilities and contingent liabilities over the cost of the investment is excluded from the carrying amount of the investment and is instead included as income in the determination of the Groups share of the associates profit or loss for the period in which the investment is acquired. When the Groups share of losses in an associate equals or exceeds its interest in the associate, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associates. After application of the equity method, the Group determines whether it is necessary to recognise an additional impairment loss on the Groups investment in its associates. The Group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the amount in profit or loss. The financial statements of the associates are prepared as of the same reporting date as the Company. Where necessary, adjustments are made to bring the accounting policies in line with those of the Group. In the Companys separate financial statements, investments in associates are stated at cost less impairment losses. On disposal of such investments, the difference between net disposal proceeds and their carrying amounts is included in profit or loss. 2.14 Jointly controlled entities The Group has interests in joint ventures which are jointly controlled entities. A joint venture is a contractual arrangement whereby two or more parties undertake an economic activity that is subject to joint control, and a jointly controlled entity is a joint venture that involves the establishment of a separate entity in which each venturer has an interest. Investments in jointly controlled entities are accounted for in the consolidated financial statements using the equity method of accounting based on the audited or management financial statements of the jointly controlled entities. Under the equity method of accounting, the Groups share of profits or losses of jointly controlled entities during the financial year is included in the statement of comprehensive income. Equity accounting is discontinued when the carrying amount of the investment in a jointly controlled entity reaches zero, unless the Group has incurred obligation to make payments on behalf of the jointly controlled entity. In the Companys separate financial statements, investments in jointly controlled entities are stated at cost less impairment losses. On disposal of such investments, the difference between net disposal proceeds and their carrying amounts is included in profit and loss. 2.15 Financial assets Financial assets are recognised in the statements of financial position when, and only when, the Group and the Company become a party to the contractual provisions of the financial instrument. When financial assets are recognised initially, they are measured at fair value, plus, in the case of financial assets not at fair value through profit or loss, directly attributable transaction costs.
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2. Summary of significant accounting policies (contd) 2.15 Financial assets (contd) The Group and the Company determine the classification of their financial assets at initial recognition, and the categories include financial assets at fair value through profit or loss, loans and receivables and available-for-sale financial assets. (i) Financial assets at fair value through profit or loss Financial assets are classified as financial assets at fair value through profit or loss if they are held for trading or are designated as such upon initial recognition. Subsequent to initial recognition, financial assets at fair value through profit or loss are measured at fair value. Any gains or losses arising from changes in fair value are recognised in profit or loss. Net gains or net losses on financial assets at fair value through profit or loss do not include exchange differences, interest and dividend income. Exchange difference, interest and dividend income on financial assets at fair value through profit or loss are recognised separately in profit or loss as part of other losses or other income. Financial assets at fair value through profit or loss could be presented as current or non-current. Financial assets that is held primarily for trading purposes are presented as current whereas financial assets that is not held primarily for trading purposes are presented as current or non-current based on the settlement date. (ii) Loans and receivables Financial assets with fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired, and through the amortisation process. Loans and receivables are classified as current assets, except for those having maturity dates later than 12 months after the reporting date which are classified as non-current. (iii) Available-for-sale financial assets Available-for-sale are financial assets that are designated as available for sale or are not classified in any of the preceding categories. After initial recognition, available-for-sale financial assets are measured at fair value. Any gains or losses from changes in fair value of the financial assets are recognised in other comprehensive income, except that impairment losses, foreign exchange gains and losses on monetary instruments and interest calculated using the effective interest method are recognised in profit or loss. The cumulative gain or loss previously recognised in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment when the financial asset is derecognised. Interest income calculated using the effective interest method is recognised in profit or loss. Dividends on an available-for-sale equity instrument are recognised in profit or loss when the Groups and the Companys right to receive payment is established. Investment in equity instruments whose fair value cannot be reliably measured are measured at cost less impairment loss. Available-for-sale financial assets are classified as non-current assets unless they are expected to be realised within 12 months after the reporting date.
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2. Summary of significant accounting policies (contd) 2.15 Financial assets (contd) A financial asset is derecognised where the contractual right to receive cash flows from the asset has expired. On derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that had been recognised in other comprehensive income is recognised in profit or loss. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the period generally established by regulation or convention in the marketplace concerned. All regular way purchases and sales of financial assets are recognised or derecognised on the trade date, the date that the Group and the Company commit to purchase or sell the asset. 2.16 Impairment of financial assets The Group and the Company assess at each reporting date whether there is any objective evidence that a financial asset is impaired. (i) Trade and other receivables and other financial assets carried at amortised cost To determine whether there is objective evidence that an impairment loss on financial assets has been incurred, the Group and the Company consider factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments. For certain categories of financial assets, such as trade receivables, receivables that are assessed not to be impaired individually are subsequently assessed for impairment on a collective basis based on similar risk characteristics. Objective evidence of impairment for a portfolio of receivables could include the Groups and the Companys past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period and observable changes in national or local economic conditions that correlate with default on receivables. If any such evidence exists, the amount of impairment loss is measured as the difference between the assets carrying amount and the present value of estimated future cash flows discounted at the financial assets original effective interest rate. The impairment loss is recognised in profit or loss. The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables where the carrying amount is reduced through the use of an allowance account. When a trade receivable becomes uncollectible, it is written off against the allowance account. If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed to the extent that the carrying amount of the asset does not exceed its amortised cost at the reversal date. The amount of reversal is recognised in profit or loss. (ii) Unquoted equity securities carried at cost If there is objective evidence (such as significant adverse changes in the business environment where the issuer operates, probability of insolvency or significant financial difficulties of the issuer) that an impairment loss on financial assets carried at cost has been incurred, the amount of the loss is measured as the difference between the assets carrying amount and the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment losses are not reversed in subsequent periods. (iii) Available-for-sale financial assets Significant or prolonged decline in fair value below cost, significant financial difficulties of the issuer or obligor, and the disappearance of a trading market are considerations to determine whether there is objective evidence that investment securities classified as available-for-sale financial assets are impaired.
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2. Summary of significant accounting policies (contd) 2.16 Impairment of financial assets (contd) (iii) Available-for-sale financial assets (contd) If an available-for-sale financial asset is impaired, an amount comprising the difference between its cost (net of any principal payment and amortisation) and its current fair value, less any impairment loss previously recognised in profit or loss, is transferred from equity to profit or loss. Impairment losses on available-for-sale equity investments are not reversed in profit or loss in the subsequent periods. Increase in fair value, if any, subsequent to impairment loss is recognised in other comprehensive income. For available-for-sale debt investments, impairment losses are subsequently reversed in profit or loss if an increase in the fair value of the investment can be objectively related to an event occurring after the recognition of the impairment loss in profit or loss. 2.17 Cash and cash equivalents Cash and cash equivalents comprise cash on hand and at banks, short term funds and deposits that are readily convertible to known amount of cash which is subject to insignificant risk of changes in value. These also include bank overdraft that forms an integral part of the Groups cash management. 2.18 Land held for property development and property development costs (i) Land held for property development Land held for property development consists of land where no significant development activities have been carried out or where development activities are not expected to be completed within the normal operating cycle. Such land is classified within non-current assets and is stated at cost less any accumulated impairment losses. Land held for property development is reclassified as property development costs at the point when development activities have commenced and where it can be demonstrated that the development activities can be completed within the normal operating cycle. Cost associated with the acquisition of land includes the purchase price of the land, professional fees, stamp duties, commissions, conversion fees and other relevant levies. (ii) Property Development Costs Property development costs comprise all costs that are directly attributable to development activities or that can be allocated on a reasonable basis to such activities. When the financial outcome of a development activity can be reliably estimated, property development revenue and expenses are recognised in the profit or loss by using the stage of completion method. The stage of completion is determined by the proportion that property development costs incurred for work performed to date bear to the estimated total property development costs. Where the financial outcome of a development activity cannot be reliably estimated, property development revenue is recognised only to the extent of property development costs incurred that is probable will be recoverable, and property development costs on properties sold are recognised as an expense in the period in which they are incurred. Any expected loss on a development project, including costs to be incurred over the defects liability period, is recognised as an expense immediately.
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2. Summary of significant accounting policies (contd) 2.18 Land held for property development and property development costs (contd) (ii) Property Development Costs (contd) Property development costs not recognised as an expense are recognised as an asset, which is measured at the lower of cost and net realisable value. The excess of revenue recognised in the profit or loss over billings to purchasers are classified as accrued billings and the excess of billings to purchasers over revenue recognised in the profit or loss is classified as progress billings. 2.19 Inventories Inventories are stated at the lower of cost and net realisable value. Cost is determined using the first in, first out method. The costs of goods comprise the cost of purchase plus the cost of bringing the goods to its present condition. The cost of completed properties held for sale comprises cost associated with the acquisition of land, direct costs and an appropriate proportion of allocated costs attributable to property development activities. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale. 2.20 Provisions Provisions are recognised when the Group has a legal or constructive present obligation as a result of a past event, and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and the amount of the obligation can be estimated reliably. Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of economic resources will be required to settle the obligation, the provision is reversed. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risk specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost. 2.21 Financial liabilities Financial liabilities are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability. Financial liabilities, within the scope of FRS 139, are recognised in the statements of financial position when, and only when, the Group and the Company become a party to the contractual provisions of the financial instrument. Financial liabilities are classified as either financial liabilities at fair value through profit or loss or other financial liabilities. The Group and the Company classified all its financial liabilities as other financial liabilities. The Groups and the Companys other financial liabilities include trade payables, other payables and loans and borrowings. Trade and other payables are recognised initially at fair value plus directly attributable transaction costs and subsequently measured at amortised cost using the effective interest method. Loans and borrowings are recognised initially at fair value, net of transaction costs incurred, and subsequently measured at amortised cost using the effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.
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2. Summary of significant accounting policies (contd) 2.21 Financial liabilities (contd) For other financial liabilities, gains and losses are recognised in profit or loss when the liabilities are derecognised, and through the amortisation process. A financial liability is derecognised when the obligation under the liability is extinguished. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in profit or loss. 2.22 Financial guarantee contracts A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due. Financial guarantee contracts are recognised initially as a liability at fair value, net of transaction costs. Subsequent to initial recognition, financial guarantee contracts are recognised as income in profit or loss over the period of the guarantee. If the debtor fails to make payment relating to financial guarantee contract when it is due and the Group, as the issuer, is required to reimburse the holder for the associated loss, the liability is measured at the higher of the best estimate of the expenditure required to settle the present obligation at the reporting date and the amount initially recognised less cumulative amortisation. 2.23 Borrowing costs Borrowing costs are capitalised as part of a qualifying asset if they are directly attributable to the acquisition, construction or production of that asset. Capitalisation of borrowing costs commences when the activities to prepare the asset for its intended use or sale are in progress and the expenditure and borrowing costs are incurred. Borrowing costs are capitalised until the assets are substantially completed for their intended use or sale. All other borrowing costs are recognised in profit or loss in the period they are incurred. Borrowing costs consist of interest and other costs that the Group incurred in connection with the borrowing of funds. 2.24 Employee benefits (i) Short term benefits Wages, salaries, bonuses and social security contributions are recognised as an expense in the year in which the associated services are rendered by employees of the Group. Short term accumulating compensated absences such as paid annual leave are recognised when services are rendered by employees that increase their entitlement to future compensated absences. Short term non-accumulating compensated absences such as sick leave are recognised when the absences occur. (ii) Defined contribution plans The Group participates in the national pension schemes as defined by the laws of the countries in which it has operations. The companies in the Group make contributions to the Employee Provident Fund in Malaysia, a defined contribution pension scheme. Contributions to defined contribution pension schemes are recognised as an expense in the period in which the related service is performed.
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2. Summary of significant accounting policies (contd) 2.25 Leases (i) As lessee Finance leases, which transfer to the Group substantially all the risks and rewards incidental to ownership of the leased item, are capitalised at the inception of the lease at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments. Any initial direct costs are also added to the amount capitalised. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged to profit or loss. Contingent rents, if any, are charged as expenses in the periods in which they are incurred. Leased assets are depreciated over the estimated useful life of the asset. However, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life and the lease term. Operating lease payments are recognised as an expense in profit or loss on a straight-line basis over the lease term. The aggregate benefit of incentives provided by the lessor is recognised as a reduction of rental expense over the lease term on a straight-line basis. (ii) As lessor Leases where the Group and the Company retain substantially all the risks and rewards of ownership of the asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same bases as rental income. The accounting policy for rental income is set out in Note 2.27(vii). 2.26 Non-current assets held for sale Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset is available for immediate sale in its present condition subject only to terms that are usual and customary. Immediately before classification as held for sale, the measurement of the non-current assets is brought up-to-date in accordance with applicable FRSs. Then, on initial classification as held for sale, non-current assets (other than investment properties, deferred tax assets, employee benefits assets, financial assets and inventories) are measured in accordance with FRS 5 that is at the lower of carrying amount and fair value less costs to sell. Any differences are included in the profit or loss. A component of the Group is classified as a discontinued operation when the criteria to be classified as held for sale have been met or it has been disposed and such a component represents a separate major line of business or geographical area of operations, is part of a single co-ordinated major line of business or geographical area of operations or is a subsidiary acquired exclusively with view to resale. 2.27 Revenue Revenue is recognised to the extent that it is probable that the economic benefits associated with the transaction will flow to the Group and the amount of the revenue can be measured reliably. Revenue is measured at the fair value of consideration received or receivable. (i) Sale of properties Revenue from sale of properties is accounted for by the stage of completion method as disclosed in Note 2.18(ii).
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2. Summary of significant accounting policies (contd) 2.27 Revenue (contd) (i) Sale of properties (contd) Revenue from completed property units and land is recognised when the risks and rewards associated to ownership have been transferred to purchasers and substantial contractual obligations have been completed. (ii) Education fees Revenue from education fees are recognised over the period of instruction whereas non-refundable registration and enrolment fees are recognised on enrolment. (iii) Club operations Revenue from membership fee is recognised upon acceptance of club membership by the club. Revenue from subscription fees is recognised on an accrual basis. Revenue from sale of food and beverage and from letting of club facilities are recognised upon invoicing of the services. (iv) Sale of goods Revenue is recognised upon transfer of significant risks and rewards of ownership to the buyer. Revenue is not recognised to the extent where there are significant uncertainties regarding recovery of the consideration due, associated costs or the possible return of goods. (v) Interest income Interest is recognised on an accrual basis using the effective interest method. (vi) Dividend income Dividend income is recognised when the right to receive payment is established. (vii) Rental income Rental income is recognised on a straight line basis over the term of the lease or in accordance with the substance of the relevant agreements. (viii) Management fees Management fees are recognised when services are rendered. 2.28 Income taxes (a) Current tax Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date. Current taxes are recognised in profit or loss except to the extent that the tax relates to items recognised outside profit or loss, either in other comprehensive income or directly in equity.
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2. Summary of significant accounting policies (contd) 2.28 Income taxes (contd) (b) Deferred tax Deferred tax is provided using the liability method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax liabilities are recognised for all temporary differences, except: where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised except: where the deferred tax asset relating to the deductible temporary differences arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profit will be available to allow the deferred tax assets to be utilised. Deferred tax assets and liabilities are measured at the rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date. Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity and deferred tax arising from a business combination is adjusted against goodwill on acquisition. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
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2. Summary of significant accounting policies (contd) 2.29 Segment reporting For management purposes, the Group is organised into operating segments based on their products and services which are independently managed by the respective segment managers responsible for the performance of the respective segments under their charge. The segment managers report directly to the management of the Company who regularly review the segment results in order to allocate resources to the segments and to assess the segment performance. Additional disclosures on each of these segments are shown in Note 40, including the factors used to identify the reportable segments and the measurement basis of segment information. 2.30 Share capital and share issuance expenses An equity instrument is any contract that evidences a residual interest in the assets of the Group and of the Company after deducting all of its liabilities. Ordinary shares are equity instruments. Ordinary shares are recorded at the proceeds received, net of directly attributable incremental transaction costs. Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in the period in which they are declared. 2.31 Contingencies A contingent liability or asset is a possible obligation or asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of uncertain future event(s) not wholly within the control of the Group. Contingent liabilities or assets are not recognised in the statements of financial position of the Group. 2.32 Significant accounting judgements and estimates The preparation of Groups financial statements requires management to make judgements, estimates and assumptions that affect the reported amount of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the assets or liability affected in future. (a) Judgements made in applying accounting policies In the process of applying the Groups accounting policies, management has made the following judgements, apart from those involving estimations, which have the most significant effect on the amounts recognised in the financial statements: Classification between investment properties and inventories The Group has developed certain criteria based on FRS 140 Investment Property in making judgement whether a property qualifies as an investment property. Investment property is a property held to earn rentals or for capital appreciation or both. The Group has temporarily sub-let some completed unsold properties but has decided not to treat these properties as investment properties as it is not the Groups intention to hold these properties in the long term for capital appreciation or rental income but rather for sale. Accordingly, these properties are still classified as inventories. The carrying amounts of these inventories as at reporting date are RM821,000 (2012: RM1,878,000). (b) Key sources of estimation uncertainty The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
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2. Summary of significant accounting policies (contd) 2.32 Significant accounting judgements and estimates (contd) (b) Key sources of estimation uncertainty (contd) (i) Revenue recognition on property development activities The Group recognises property development activities based on the percentage of completion method. Significant judgment is required in determining the percentage of completion, the extent of the development project costs incurred, the estimated total revenue and total costs and the recoverability of the development project. In making these judgements, management relies on past experience and the work of specialists. (ii) Impairment of property, plant and equipment and investment properties The Group determines whether property, plant and equipment and investment properties are impaired whenever there is an indication of impairment. The best evidence of impairment test is current prices in an active market for similar properties or valuation carried out by independent firms of valuers annually. In the absence of current prices in an active market, the management carried out the impairment test based on value-in-use of these cash generating units (CGU) to which the assets were allocated and determines if the carrying value of the CGU is in excess of the value-in-use. This requires management to make an estimate of the expected cash flows from the CGU, supported by the terms of any existing lease and other contracts, and to choose suitable discount rates that reflect current market assessment of the uncertainty in the carrying amount and timing in order to calculate the present value of those cash flows. Changes in estimates and assumptions may result in revisions in the carrying amount of these assets. (iii) Impairment of financial assets The Group assesses at each reporting date whether there is any objective evidence that a financial asset is impaired. To determine whether there is objective evidence of impairment, the Group considers factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments. Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated based on historical loss experience for assets with similar credit risk characteristics. Debts that are past due but not impaired are disclosed in Note 21. (iv) Income taxes Significant estimation is involved in determining the provision for income taxes. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for expected tax issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that have been initially recognised, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. As at 31 March 2013, the Group has tax recoverable and payable of approximately RM979,000 (2012: RM129,000) and RM3,694,000 (2012: RM2,601,000) respectively.
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2. Summary of significant accounting policies (contd) 2.32 Significant accounting judgements and estimates (contd) (b) Key sources of estimation uncertainty (contd) (v) Material litigations The Group determines whether a present obligation in relation to a material litigation exists at the reporting date by taking into account all available evidence, including the opinion of its solicitors and subsequent events after the reporting date. On the basis of such evidence, the Group evaluates if a provision needs to be recognised in the financial statements. Further details of the material litigations involving the Group are disclosed in Note 33. (vi) Impairment of investments Management determines whether the carrying amounts of its investments are impaired at reporting date. This involves measuring the recoverable amounts which includes fair value less costs to sell and valuation techniques. Valuation techniques include amongst others, discounted cash flow analysis and in some cases, are based on current market indicators and estimates that provide reasonable approximations to the detailed computation. Management determined the recoverable amount of these investments based on the individual assets value in use. The present value of the future cash flows to be generated by these assets is the assets value in use. An impairment loss is recognised immediately in the profit or loss if the recoverable amount is less than the carrying amount. It is the opinion of the Directors that adequate impairment losses have been recognised in the profit or loss and the managements assumptions are reasonable. (vii) Provisions The Group recognised a provision in respect of financial obligations arising from the winding up of a former subsidiary of the Group in previous years. The carrying amount of the provision as at 31 March 2013 was RM33,712,000 (2012: RM32,322,000). Annual review of estimates are performed based on latest available information and these provisions are appropriately revised as necessary. (viii) Amounts due from subsidiaries The Company determines the recoverability of the amounts due from certain subsidiaries when these debts exceeded their capital investments. The Directors are of the opinion that adequate allowance for impairment has been made for the debts due from these subsidiaries to the extent the Company is able to realise these debts through internal group restructuring including possible offsets against debts owed by the Company to certain other subsidiaries, should such need arises. (ix) Fair value of investment properties and investment properties under construction The Directors estimate the fair values of the Groups investment properties by reference to market evidence of transaction prices for similar properties in the location and category of the properties being valued. In the absence of current prices in an active market, the valuations are prepared by considering the aggregate of the estimated cash flow expected to be received from renting out the property. A yield that reflects the specific inherent in the net cash flows is then applied to the net annual cash flows to arrive at the property valuation.
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3. Revenue Group 2013 RM000 Property development Education Club operations and building maintenance Interest income from deposits with financial institutions Returns of short term funds Dividends from: - unquoted Malaysian subsidiaries - quoted shares Rental income: - subsidiaries - third parties Management fee from - subsidiaries - jointly controlled entity Others 190,792 11,816 3,585 2,770 190 2,590 672 254 3,624 216,293 2012 RM000 107,919 11,392 3,252 2,739 23 591 253 4,630 130,799 Company 2013 2012 RM000 RM000 2,659 190 22,533 2,590 2,567 3 3,243 33,785 2,509 23 22,445 2,753 3 27,733
4. Other income Group 2013 RM000 Rental income 1,032 Gain on disposal of property, plant and equipment 8 Unwinding of discount on interest on loan to: - jointly controlled entity 1,258 - subsidiaries Interest income 1,136 Returns of short term funds 406 Bad debt recovered 1 Gain on disposal of non-current assets classified as held for sale (Note 24) 22 Reversal of allowance for impairment of financial assets: - amount due from subsidiary - amount due from third parties 122 Reversal of impairment loss on investment in subsidiaries (Note 16 (i)) Reversal of provision for property development expenditure 760 Reversal of provision for foreseeable loss on charged land (Note 25) 12,341 Deposits forfeited 401 Unrealised foreign exchange gain 184 Realised foreign exchange gain Gain on disposal of a jointly controlled entity (Note 16(iv)) Net gain on deconsolidation of foreign subsidiaries (Note 16(ii)) Others 1,378 19,049 2012 RM000 2,365 80 1,251 1,199 184 4 2,273 383 391 4 28 5,001 4,829 709 18,701 Company 2013 2012 RM000 RM000 8 829 22,035 7 890 23,769 69 697 3,900 38 4,704
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5. Staff costs Group 2013 RM000 Wages, salaries and bonus Defined contribution plan Other employment benefits 12,408 1,505 837 14,750 2012 RM000 11,749 1,375 774 13,898 Company 2013 2012 RM000 RM000 3,180 395 202 3,777 2,092 249 99 2,440
Included in staff costs of the Group and of the Company are remunerations (excluding benefits-in-kind) of executive directors of the Company amounting to RM1,275,000 (2012: RM1,196,000) and RM817,000 (2012: RM754,000) respectively as further disclosed in Note 6 below.
6. Directors remuneration Group 2013 RM000 Executive directors remuneration (Note 5): Other emoluments Non-executive directors remuneration (Note 8): Fees Other emoluments 2012 RM000 Company 2013 2012 RM000 RM000
1,275
1,196
817
754
370 30 400
383 31 414
370 30 400
383 31 414
Total directors remuneration Estimated money value of benefits-in-kind Total directors remuneration including benefits-in-kind
1,675 67 1,742
1,610 79 1,689
1,217 38 1,255
1,168 48 1,216
Details of fees receivable by non-executive directors of the Company during the financial year are as follows: Group/Company 2013 2012 RM000 RM000 Non-executive: Fees 370 383
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6. Directors remuneration (contd) The number of directors of the Group and of the Company whose total remuneration during the financial year fell within the following bands is analysed below: Group Number of Directors 2013 2012 Executive directors: RM400,001 - RM500,000 RM500,001 - RM900,000 Company Number of Directors 2013 2012
1 1
1 1
Non-Executive directors: RM10,001 - RM50,000 RM50,001 - RM100,000 RM100,001 - RM150,000
5 1 1
6 1 1
5 1 1
6 1 1
7. Finance costs Group 2013 RM000 Interest expense on : - Bank overdraft - Term loan - Bridging loan - Hire purchase and finance lease liabilities Unwinding of discount on : - Provision for financial obligation (Note 25) - Amount due to a related party (Note 34(a)) 2012 RM000 Company 2013 2012 RM000 RM000
443 1,320 1,785 20 1,390 307 5,265
246 1,108 402 21 1,332 147 3,256 (1,756) 1,500
20 1,390 1,410 1,410
21 1,332 1,353 1,353
Less: Interest expenses capitalised in property development costs (Note 12 (b)(i))
(3,548) 1,717
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8. Profit before tax The following amounts have been included in arriving at profit before tax: Group 2013 RM000 Non-executive directors remuneration (Note 6) Auditors remuneration: Auditors of the Company - statutory audit - (over)/underprovision in prior year - other services Other auditors - statutory audit Impairment loss on investment in subsidiaries (Note 16(i)) Write off of financial assets on amount due from third parties Allowance for impairment on financial assets: - amount due from subsidiaries - amount due from third parties Impairment loss on loan to a jointly controlled entity Loss on fair value changes on quoted shares - financial assets at fair value through profit or loss Consumables inventories written off Realised foreign exchange loss Unrealised foreign exchange loss Office rental Other rental expenses Net loss on deconsolidation of a foreign subsidiary (Note 16(ii)) 400 2012 RM000 414 Company 2013 2012 RM000 RM000 400 414
165 (10) 15 4 2 110 1,107 6,675 1 98 666
163 5 90 4 56 183 8,766 3 81 -
50 5 407 56 6,525 3 478 23 -
48 6 70 76 8,665 69 251 13 -
9. Income tax expense Group 2013 RM000 Income tax: Malaysian income tax Under/(over)provision in prior years 2012 RM000 Company 2013 2012 RM000 RM000
14,758 296 15,054
10,769 (207) 10,562
3,085 320 3,405
4,417 (62) 4,355
Deferred tax (Note 31): Relating to origination and reversal of temporary differences Underprovision in prior years
(62) 592 530 15,584
(226) 43 (183) 10,379
3,405
4,355
Domestic income tax is calculated at the Malaysian statutory tax rate of 25% (2012: 25%) of the estimated assessable profit for the year.
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9. Income tax expense (contd) Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions. During the current financial year, the income tax rate applicable to subsidiaries in Australia was 30% (2012: 30%). A reconciliation of income tax expense applicable to profit before tax at the statutory income tax rate to income tax expense at the effective income tax rate of the Group and of the Company is as follows: 2013 RM000 Group Profit before tax 72,761 43,499 2012 RM000
Taxation at Malaysian statutory tax rate of 25% (2012: 25%) Effect of: - Tax expense arising from differential tax rates in foreign countries - Income not subject to tax - Expenses not deductible for tax purposes - Utilisation of previously unrecognised tax losses, unabsorbed capital allowances and deductible temporary differences - Deferred tax assets not recognised in respect of current years tax losses and unabsorbed capital allowances Underprovision of deferred tax in prior years Under/(over)provision of tax expense in prior years Income tax expense recognised in profit or loss
18,190 (2) (6,212) 6,185 (3,626) 161 592 296 15,584
10,875 43 (2,559) 2,969 (787) 2 43 (207) 10,379
Company Profit before tax 42,492 16,705
Taxation at Malaysian statutory tax rate of 25% (2012: 25%) Effect of: - Income not subject to tax - Expenses not deductible for tax purposes - Utilisation of previously unabsorbed capital allowances Under/(over)provision of tax expense in prior years Income tax expense recognised in profit or loss
10,623 (10,083) 2,681 (136) 320 3,405
4,176 (1,049) 1,815 (525) (62) 4,355
Tax savings during the financial year arising from: Group 2013 RM000 Utilisation of previously unabsorbed capital allowances 14,502 2012 RM000 3,148 Company 2013 2012 RM000 RM000 542 2,100
70

10. Earnings per share (a) Basic Basic earnings per share is calculated by dividing the net profit for the year by the weighted average number of ordinary shares in issue during the financial year. Group 2013 Profit attributable to owners of the Company (RM000) Weighted average number of ordinary shares in issue (000) Basic earnings per share (sen) (b) Diluted The Group does not have any potential dilutive ordinary shares as at the reporting date. There have been no other transactions involving ordinary shares since the reporting date and the date of these financial statements. 11. Property, plant and equipment
Freehold land RM000 Group At 31 March 2013 Cost At 1 April 2012 Additions Disposals Written off Reclassification At 31 March 2013 Accumulated depreciation and impairment At 1 April 2012 Accumulated depreciation Accumulated impairment Long term leasehold land RM000 Furniture, fittings and equipment RM000 Motor vehicles RM000 Plant, machinery and others RM000 Capital work in progress RM000
2012 30,369 598,305 5.08
43,969 598,305 7.35
Buildings RM000
Total RM000
51,909 51,909
150 150
31,207 5,423 36,630
11,852 560 (1) (209) 12,202
1,588 110 (96) 1,602
3,110 1,494 4,604
4,563 1,506 (5,423) 646
104,379 3,670 (97) (209) 107,743
3 3 1 4
16,547 6,469 23,016 513 23,529
9,709 9,709 551 (209) 10,051
1,170 1,170 234 (96) 1,308
463 463 82 545
27,892 6,469 34,361 1,381 (96) (209) 35,437
Depreciation charge for the year Disposals Written off At 31 March 2013 Represented by: Accumulated depreciation Accumulated impairment
4 4 146
17,060 6,469 23,529 13,101
10,051 10,051 2,151
1,308 1,308 294
545 545 4,059
646
28,968 6,469 35,437 72,306
Net carrying amount
51,909
71

11. Property, plant and equipment (contd)

Long term leasehold land RM000 Furniture, fittings and equipment RM000 Plant, machinery and others RM000 Capital work in progress RM000
Freehold land RM000 Group (contd) At 31 March 2012 Cost At 1 April 2011 Additions Disposals Written off Acquisition of a subsidiary (Note 16(iv)) Transferred from investment properties (Note 13) Adjustment At 31 March 2012 Accumulated depreciation and impairment At 1 April 2011 Accumulated depreciation Accumulated impairment
Buildings RM000
Motor vehicles RM000
Total RM000
51,897 12 51,909
150 150
31,207 31,207
11,457 385 (5) (3) 21 (3) 11,852
1,954 174 (538) (2) 1,588
1,822 1,288 3,110
4,563 4,563
98,487 1,847 (543) (5) 21 4,575 (3) 104,379
1 1 2 3
16,096 6,469 22,565 451 23,016
9,170 9,170 540 (1) (3) 3 9,709
1,485 1,485 225 (538) (2) 1,170
420 420 43 463
27,172 6,469 33,641 1,261 (539) (5) 3 34,361
Depreciation charge for the year Disposals Written off Acquisition of a subsidiary (Note 16(iv)) At 31 March 2012 Represented by: Accumulated depreciation Accumulated impairment
3 3 147
16,547 6,469 23,016 8,191
9,709 9,709 2,143
1,170 1,170 418
463 463 2,647
4,563
27,892 6,469 34,361 70,018
Net carrying amount
51,909
72

11. Property, plant and equipment (contd) Long term leasehold land RM000 Company At 31 March 2013 Cost At 1 April 2012 Additions Disposals At 31 March 2013 Accumulated depreciation At 1 April 2012 Depreciation charge for the year Disposals At 31 March 2013 Net carrying amount Furniture, fittings and equipment RM000
Motor vehicles RM000
Total RM000
150 150
1,205 (96) 1,109
3,650 60 3,710
5,005 60 (96) 4,969
2 2 4 146
877 184 (96) 965 144
3,472 60 3,532 178
4,351 246 (96) 4,501 468
At 31 March 2012 Cost At 1 April 2011 Additions Disposals Adjustment At 31 March 2012 Accumulated depreciation At 1 April 2011 Depreciation charge for the year Disposals Adjustment At 31 March 2012 Net carrying amount
150 150
1,519 166 (480) 1,205
3,579 78 (7) 3,650
5,248 244 (480) (7) 5,005
1 1 2 148
1,163 194 (480) 877 328
3,432 47 (7) 3,472 178
4,596 242 (480) (7) 4,351 654
73

11. Property, plant and equipment (contd) (a) Acquisitions of property, plant and equipment during the financial year were by way of the following: Group 2013 RM000 Cash Hire purchase arrangement 3,670 3,670 2012 RM000 1,697 150 1,847 Company 2013 2012 RM000 RM000 60 60 94 150 244
Net carrying amounts of property, plant and equipment of the Group and of the Company held under hire purchase and finance lease arrangements as at reporting date are RM144,000 (2012: RM328,000) and RM144,000 (2012: RM328,000) respectively. (b) Freehold land which are pledged as security for borrowings are as follows: Group 2013 RM000 Charged for borrowings of a former subsidiary Freehold land 2012 RM000 16,641
Full provision for loss has been made for the freehold land charged for borrowings of a former subsidiary as disclosed in Note 25. During the financial year, the charged land has been fully redeemed as disclosed in Note 35(a). (c) Capital work in progress refers to building under construction and renovation works including furniture and fittings and office equipment. 12. Land held for property development and property development costs (a) Land held for property development Freehold Development land costs RM000 RM000 Group At 31 March 2013 Cost At 1 April 2012 Additions At 31 March 2013 Cost At 1 April 2011 Additions Transferred to property development costs (Note 12(b)) At 31 March 2012 10,821 10,821 15,813 4,320 20,133 26,634 4,320 30,954 Total RM000
10,821 10,821
15,307 550 (44) 15,813
26,128 550 (44) 26,634
74

12. Land held for property development and property development costs (contd) (b) Property development costs Freehold Development land costs RM000 RM000
Total RM000
Group At 31 March 2013 Cumulative property development cost At 1 April 2012 Cost incurred during the financial year Transfer of unsold units to inventories Reversal of development costs for completed projects Adjustment At 31 March 2013 Cumulative cost recognised in profit or loss At 1 April 2012 Recognised during the financial year Reversal of development costs for completed projects At 31 March 2013 Property development costs at 31 March 2013
97,077 (9) (115) 1,050 98,003
114,919 94,300 (4,279) (53,682) (1,050) 150,208
211,996 94,300 (4,288) (53,797) 248,211
(8,763) (3,306) 115 (11,954) 86,049
(49,232) (98,461) 53,682 (94,011) 56,197
(57,995) (101,767) 53,797 (105,965) 142,246
At 31 March 2012 Cumulative property development cost At 1 April 2011 Cost incurred during the financial year Transferred from land held for property development (Note 12(a)) Acquisition of a subsidiary (Note 16(iv)) At 31 March 2012 Cumulative cost recognised in profit or loss At 1 April 2011 Recognised during the financial year At 31 March 2012 Property development costs at 31 March 2012
1,883 25,194 70,000 97,077
25,642 71,671 44 17,562 114,919
27,525 96,865 44 87,562 211,996
(8,763) (8,763) 88,314
(12,782) (36,450) (49,232) 65,687
(12,782) (45,213) (57,995) 154,001
75

12. Land held for property development and property development costs (contd) (b) Property development costs (contd) (i) Included in property development costs incurred during the financial year are: Group 2013 RM000 Interest expense (Note 7) 3,548 2012 RM000 1,756
(ii) The freehold land together with development costs with a carrying value of RM173,200,000 (2012:RM180,635,000) are pledged as securities for bank borrowings as disclosed in Note 27.
13. Investment properties Buildings on Assets leasehold under Buildings land construction RM000 RM000 RM000
Freehold land RM000 Group At 31 March 2013 Cost At 1 April 2012 Additions Reclassification Transferred to non-current assets classified as held for sale (Note 24) At 31 March 2013 Accumulated depreciation and impairment At 1 April 2012 Accumulated depreciation Accumulated impairment
Total RM000
12,113 12,113
1,258 22,522 (1,258) 22,522
65 65
18,861 3,661 (22,522) -
32,297 3,661 (1,258) 34,700
485 485 (501) 279 263
4 19 23 1 24
489 19 508 (501) 280 287
Transferred to non-current assets classified as held for sale (Note 24) Depreciation charge for the year At 31 March 2013 Represented by: Accumulated depreciation Accumulated impairment
263 263 22,259
5 19 24 41
268 19 287 34,413
Net carrying amount
12,113
76

13. Investment properties (contd) Buildings on Assets leasehold under Buildings land construction RM000 RM000 RM000
Freehold land RM000 Group (contd) At 31 March 2012 Cost At 1 April 2011 Additions Transferred to property, plant and equipment (Note 11) Transferred to non-current assets classified as held for sale (Note 24) At 31 March 2012 Accumulated depreciation and impairment At 1 April 2011 Accumulated depreciation Accumulated impairment
Total RM000
12,125 (12) 12,113
2,383 (1,125) 1,258
448 (383) 65
7,827 15,597 (4,563) 18,861
22,783 15,597 (4,575) (1,508) 32,297
871 197 1,068 (627) 44 485
21 162 183 (165) 5 23
892 359 1,251 (792) 49 508
Transferred to non-current assets classified as held for sale (Note 24) Depreciation charge for the year At 31 March 2012 Represented by: Accumulated depreciation Accumulated impairment
485 485 773
4 19 23 42
18,861
489 19 508 31,789
Net carrying amount
12,113
77

13. Investment properties (contd) Freehold land RM000 Company At 31 March 2013 Cost At 1 April 2012/31 March 2013 Accumulated depreciation and impairment At 1 April 2012 Accumulated depreciation Accumulated impairment
Buildings RM000
Total RM000
11,988
20,720
32,708
11,988
6,151 6,469 12,620 415 13,035 7,685
6,151 6,469 12,620 415 13,035 19,673
Depreciation charge for the year At 31 March 2013 Net carrying amount
At 31 March 2012 Cost At 1 April 2011/31 March 2012 Accumulated depreciation and impairment At 1 April 2011 Accumulated depreciation Accumulated impairment
11,988
20,720
32,708
11,988
5,736 6,469 12,205 415 12,620 8,100
5,736 6,469 12,205 415 12,620 20,088
Depreciation charge for the year At 31 March 2012 Net carrying amount
(a) The fair value of investment properties of the Group and of the Company are estimated at RM66,015,000 (2012:RM75,467,000) and RM58,126,000 (2012:RM45,741,000) respectively. Fair value is arrived at by reference to market evidence of transaction prices for similar properties in the location and category of the properties being valued. In the absence of current prices in an active market of the kind described above for certain investment properties, fair value is arrived at by reference to the value-in-use of those investment properties. (b) In respect of the Company, buildings refers to school buildings which have been leased to a subsidiary with an aggregate carrying value of RM7,685,000 (2012:RM8,100,000).
78

14. Goodwill Group 2013 RM000 At 1 April Acquisition of a subsidiary (Note 16(iv)(c)) At 31 March 12 12 2012 RM000 12 12
15. Land use rights Group 2013 RM000 At 1 April Transferred to non-current assets classified as held for sale (Note 24) Amortisation for the year At 31 March 60 (2) 58 2012 RM000 69 (8) (1) 60 Company 2013 2012 RM000 RM000 55 (2) 53 56 (1) 55
Analysed as: Short term leasehold Long term leasehold
53 5 58
55 5 60
53 53
55 55
16. Investments in subsidiaries Company 2013 2012 RM000 RM000 Unquoted shares, at cost Discount on loans to subsidiaries 315,739 4,375 320,114 (117,353) 202,761 315,739 4,375 320,114 (138,981) 181,133
Less: Accumulated impairment losses
79

16. Investments in subsidiaries (contd) Details of the subsidiaries are as follows: Proportion of Ownership Interest 2013 2012 % % 100.00 100.00 100.00 100.00 100.00 100.00
Name of Subsidiaries
Principal Activities
Country of Incorporation
Bestform Limited ^ Bright Term Sdn Bhd Clarity Crest Sdn Bhd
Investment holding Property development Cultivation of rubber and oil palm Investment holding Property development Investment holding
Isle of Man Malaysia Malaysia
L&G Resources (1994), Inc.^ Land & General Properties Sdn Bhd Land & General Australia (Holdings) Pty Ltd ^ Land & General Marketing Sdn Bhd Lang Education Holdings Sdn Bhd Lang Furniture (Pahang) Sdn Bhd Maple Domain Sdn Bhd Premier Link Resources Ltd ^ Sri Damansara Sdn Bhd Syarikat Trimal Sdn Bhd Synergy Score Sdn Bhd Winlink Pte Ltd* Subsidiary of L&G Resources (1994), Inc.: L&G Display Technologies, Inc. ^ Subsidiaries of Land & General Australia (Holdings) Pty Ltd: Lang Melbourne Pty Ltd ^ World Trade Centre Holdings Pty Ltd ^ Flinders Wharf Pty Ltd ^
USA Malaysia Australia
100.00 100.00 100.00
100.00 100.00 100.00
Property management Investment holding Dormant Dormant Dormant Property development Property development Investment holding Dormant
Malaysia Malaysia Malaysia Malaysia British Virgin Islands Malaysia Malaysia Malaysia Singapore
100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
Dormant
USA
100.00
100.00
Dormant Dormant Dormant
Australia Australia Australia
100.00 100.00 100.00
100.00 100.00 100.00
80

16. Investments in subsidiaries (contd) Details of the subsidiaries are as follows (contd): Proportion of Ownership Interest 2013 2012 % %
Name of Subsidiaries
Principal Activities
Subsidiaries of Land & General Australia (Holdings) Pty Ltd: (contd) Flinders Wharf One Pty Ltd ^ Flinders Wharf Two Pty Ltd ^ Flinders Wharf Land Pty Ltd ^ PLR Mayfields Pty Ltd ^ Subsidiary of Lang Education Holdings Sdn Bhd: Lang Education Sdn Bhd Subsidiary of Sri Damansara Sdn Bhd: Sri Damansara Club Bhd Management of club activities Malaysia 100.00 100.00 Education services Malaysia 100.00 100.00 Dormant Dormant Dormant Dormant Australia Australia Australia Australia 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
Subsidiaries of Syarikat Trimal Sdn Bhd: Mentari Unggul Sdn Bhd Tinvein Nominees Sdn Bhd Subsidiary of Synergy Score Sdn Bhd: Elite Forward Sdn Bhd Subsidiary of World Trade Centre Holdings Pty Ltd: Lang Australia Pty Ltd ^ Subsidiary of Tinvein Nominees Sdn Bhd: Navistar Sdn Bhd * ^ Property development Malaysia 100.00 100.00 Dormant Australia 100.00 100.00 Property development Malaysia 50.01 50.01 Dormant Investment holding Malaysia Malaysia 70.00 100.00 70.00 100.00
Audited by a firm of auditors other than member firms of Ernst & Young Global Audited for consolidation purpose only
81

16. Investments in subsidiaries (contd) (i) Key assumptions used in impairment calculations Management determined the recoverable amount of these investments based on the individual assets value in use. The present value of the future cash flows to be generated by these assets is the assets value in use, and it is assumed to be the same as net worth of the asset as at the reporting date. An impairment loss is recognised immediately in the profit or loss if the recoverable amount is less than the carrying amount. During the financial year, the Company recognised an impairment loss of its investment in Syarikat Trimal Sdn Bhd of RM407,000 and a reversal of impairment losses of RM21,516,000 and RM519,000 on its investments in Clarity Crest Sdn Bhd and Lang Education Holdings Sdn Bhd respectively, as disclosed in Notes 4 and 8. (ii) Deconsolidation of foreign subsidiaries On 1 May 2012, the Company deregistered Premier Link Resources Ltd, a foreign subsidiary in British Virgin Islands. The deconsolidation of the said subsidiary resulted in the realisation of loss on foreign exchange reserve of RM666,000 at Group level, as disclosed in Note 8. There was no gain or loss at Company level in this current financial year. In the previous financial year, the Company deregistered four (4) subsidiaries in British Virgin Islands, namely Associated Commercial Incorporated, Banjaran Marketing Services Ltd, Jade Commercial Ventures Ltd and Nexus Investments International Ltd. The deconsolidation of these companies has resulted in the realisation of gain on foreign exchange reserve of RM4,829,000 to the Group, as disclosed in Note 4. There was no gain or loss at Company level. (iii) Additional investment in a subsidiary In the previous financial year, the Company subscribed 499,998 ordinary shares of RM1.00 each in Bright Term Sdn Bhd, a wholly-owned subsidiary of the Company by way of :cash consideration of RM249,998 for 249,998 ordinary shares; and capitalisation of RM250,000 of the amount due to the Company for 250,000 ordinary shares.
(iv) Acquisition of a subsidiary The acquisition of a subsidiary in the previous financial year was in respect of Elite Forward Sdn Bhd (EFSB). Synergy Score Sdn Bhd (SSSB), a wholly-owned subsidiary of the Company, acquired 75 ordinary shares of RM1 each in EFSB which represents 0.01% equity interest in EFSB from Forward Splendour Sdn Bhd (FSSB) for a total consideration of RM13,000. As a result of the acquisition, EFSB became a 50.01% subsidiary of SSSB. (a) Pursuant to revised FRS 3 Business Combinations , SSSB, remeasured its previously held interest in EFSB at fair value on the date of acquisition. This resulted in the recognition of the followings: A fair value surplus of RM13,337,000 and its related deferred tax liability of RM3,334,000 in respect of landed property upon consolidation of EFSB as a subsidiary; and A gain of RM5,001,000 was recognised in profit or loss as deemed disposal of a jointly controlled entity (50.00% in EFSB).
82

16. Investments in subsidiaries (contd) (iv) Acquisition of a subsidiary (contd) (a) The assets and liabilities of EFSB as at the date of acquisition are as follows:Carrying amount RM000 18 74,225 15,234 6,501 95,978 29,877 6,719 55,678 487 92,761 3,217
Fair value RM000 Property, plant and equipment (Note 11) Property development costs (Note 12(b)) Trade and other receivables Deposits, cash and bank balances 18 87,562 15,234 6,501 109,315 Trade and other payables Other current liabilities Borrowings Deferred tax liability (Note 31) Taxation 29,877 6,719 55,678 3,334 487 96,095 Net assets acquired 13,220
(b) The effects of the cash flows are as follows:2012 RM000 Purchase consideration paid to acquire control over a jointly controlled entity Cash and cash equivalents in subsidiary acquired - Deposits, cash and bank balances - Bank overdraft (13)
6,501 (6,852) (351)
Cash outflows on acquisition
(364)
(c) Goodwill arising from acquisition 2012 RM000 Purchase consideration paid for 0.01% interest Share of fair value of net assets of initial 50.00% interest by the acquirer Share of fair value of net assets of 49.99% interest by the non-controlling interest 13 6,610 6,609 13,232 (13,220) 12
Fair value of net assets in the acquiree Goodwill
83

17. Investment in associates Group 2013 RM000 Unquoted shares, at cost: - In Malaysia - Outside Malaysia ^ Share of post-acquisition profit 2012 RM000 Company 2013 2012 RM000 RM000
535 940 1,475 (1,475) -
535 940 1,475 (1,475) -
500 500 (500) -
500 500 (500) -
Less: Accumulated impairment losses
The cost of the investment is less than RM1,000
Details of the associates are as follows: Proportion of Ownership Interest 2013 2012 % % 35.00 50.00 50.00 35.00 50.00 50.00
Name of Associates
Principal Activity
C.I. Damansara Quarry Sdn Bhd Projass Langbuilt Sdn Bhd FW Financing Solutions Pty Ltd
Dormant Dormant Dormant
Malaysia Malaysia Australia
The summarised financial information of the associates not adjusted in proportion of ownership interest held by the Group is as follows: Group 2013 RM000 Assets and liabilities Current assets, representing total assets 2012 RM000
2,856
2,858
Current liabilities, representing total liabilities
(35)
(35)
Results Revenue
Loss for the year
(2)
(2)
84

18. Investments in a jointly controlled entity Group 2013 RM000 Unquoted shares at cost * Share of post-acquisition reserves (11,000) (11,000) (1,254) (12,254) 2012 RM000 (6,272) (6,272) (1,134) (7,406)
Exchange differences
The costs of these investments are less than RM1,000
Details of the jointly controlled entity are as follows: Proportion of Ownership Interest 2013 2012 % % 50.00 50.00
Name of Jointly Controlled Entity
Principal Activity
Hidden Valley Australia Pty Ltd
Property development
Australia
The Group together with its joint venture partner have undertaken to support financially their investments in the jointly controlled entity of Hidden Valley Australia Pty Ltd for the next twelve months up to 31 March 2014. The following amounts represent the Groups share of assets, liabilities, revenue and expenses of the jointly controlled entity: Group 2013 RM000 Non-current assets Current assets Non-current liabilities Current liabilities Net liabilities 14,730 5,844 (19,180) (13,648) (12,254) 2012 RM000 14,557 8,791 (25,639) (5,115) (7,406)
Revenue Expenses Loss before tax Income tax expense Loss for the year
(821) (3,907) (4,728) (4,728)
11,849 (14,770) (2,921) (244) (3,165)
In the previous year, the Groups share of revenue and expenses included the results of its jointly controlled entity, Elite Forward Sdn Bhd (now its subsidiary) up to 30 September 2011. Detailed disclosure is in Note 16(iv).
85

19. Other investments Unquoted shares Former Third subsidiaries* parties RM000 RM000
Quoted shares RM000 Group At 31 March 2013 Non-current Financial assets at fair value through profit or loss Available-for-sale financial assets Less: Accumulated impairment losses 5,118 5,118 At 31 March 2012 Non-current Financial assets at fair value through profit or loss Available-for-sale financial assets Less: Accumulated impairment losses 11,793 11,793 Company At 31 March 2013 Non-current Financial assets at fair value through profit or loss Available-for-sale financial assets Less: Accumulated impairment losses 4,992 4,992 At 31 March 2012 Non-current Financial assets at fair value through profit or loss Available-for-sale financial assets Less: Accumulated impairment losses 11,516 11,516
Total RM000
203,545 (203,545) -
2,118 (2,118) -
5,118 205,663 (205,663) 5,118
230,677 (230,677) -
10,454 (10,454) -
11,793 241,131 (241,131) 11,793
181,269 (181,269) -
300 (300) -
4,992 181,569 (181,569) 4,992
208,555 (208,555) -
8,636 (8,636) -
11,516 217,191 (217,191) 11,516
86

19. Other investments (contd) * Included in unquoted shares at cost are the following former subsidiaries currently in liquidation: Name of Company US Furniture Industries, Inc. L&G Resort Sdn Bhd Lang Furniture (Selangor) Sdn Bhd Bandar Sungai Buaya Sdn Bhd Lembah Beringin Sdn Bhd Classification Deregistered Court winding up Court winding up Court winding up Receivers and Managers appointed and under court winding up
20. Inventories Group 2013 RM000 Cost: Properties held for sale Consumables 2012 RM000
9,702 31 9,733
7,120 54 7,174 1,057 8,231
Net realisable value: Properties held for sale
9,733
As at reporting date, carrying amounts of property inventories in excess of a year amounted to RM7,120,000 (2012: RM8,177,000). Although the directors acknowledged that certain properties held for sale as disclosed above are slow-moving, the directors believe that the Group will be able to realise all of its properties held for sale above their costs in the ordinary course of business.
87

21. Trade and other receivables Group 2013 RM000 Current Trade receivables Third parties Stakeholders sum 2012 RM000 Company 2013 2012 RM000 RM000
23,345 80 23,425 (784) 22,641
34,810 80 34,890 (2,789) 32,101
Less: Allowance for impairment Trade receivables, net Other receivables Amounts due from related parties: Subsidiaries Jointly controlled entity Associates
256 1,193 1,449 1,463 5,801 8,713 (6,032) 2,681 25,322
1,193 1,193 1,225 449,930 9,493 461,841 (459,226) 2,615 34,716
101,658 1,119 102,777 354 518 103,649 (73,467) 30,182 30,182
83,417 1,119 84,536 355 423,240 342 508,473 (496,651) 11,822 11,822
Deposits Other receivables Former subsidiaries Others
Less: Allowance for impairment Other receivables, net
Non-current Other receivables Amounts due from related parties: Subsidiary Jointly controlled entity Other receivables
18,741 81 18,822 (1,196) 17,626
14,466 14,466 (1,183) 13,283
18,417 18,417 18,417
17,588 17,588 17,588
Less: Allowance for impairment Other receivables, net
Total trade and other receivables Add: Deposits, cash and bank balances (Note 23) Total loans and receivables
42,948 172,371 215,319
47,999 122,802 170,801
48,599 92,211 140,810
29,410 87,910 117,320
88

21. Trade and other receivables (contd) (a) Trade receivables Trade receivables are non-interest bearing and generally on 30 to 90 days (2012: 30 to 90 days) terms. They are recognised at their original invoice amounts which represent their fair value on initial recognition. The ageing analysis of the Groups trade receivables is as follows : Group 2013 RM000 Neither past due nor impaired 1 to 30 days past due not impaired 31 to 60 days past due not impaired 61 to 90 days past due not impaired 91 to 120 days past due not impaired More than 121 days past due not impaired 17,570 2,335 791 82 663 1,200 5,071 784 23,425 2012 RM000 24,133 1,610 1,370 488 357 4,143 7,968 2,789 34,890
Impaired
Movement in allowance accounts: Group 2013 RM000 At 1 April Charge to profit or loss Charge to progress billings Reversal of impairment loss Write off At 31 March 2,789 61 (30) (2,036) 784 2012 RM000 862 40 1,966 (79) 2,789
Receivables that are neither past due nor impaired Trade receivables that are neither past due nor impaired are creditworthy debtors with good payment records with the Group. None of the Groups trade receivables that are neither past due nor impaired have been renegotiated during the financial year. Receivables that are past due but not impaired Trade receivables that are past due but not impaired are unsecured in nature. However, the directors are of the opinion that these debts should be realised in full without material losses in the ordinary course of business.
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21. Trade and other receivables (contd) (a) Trade receivables (contd) Receivables that are past due but not impaired (contd) Of the Groups trade receivables that are past due but not impaired at the reporting date, approximately 98% (2012: 68%) of the total are due from property buyers who were sourcing for financing. Although these receivables have exceeded the credit term granted to them, no impairment has been made on these amounts as the Group is closely monitoring the status of loan application by these buyers. (b) Other receivables The Group has no significant concentration of credit risk included under sundry receivables that may arise from exposures to a single debtor or to groups of debtor except for debts due from subsidiaries. Other receivables that are impaired Movement in allowance accounts: Group 2013 RM000 At 1 April Charge for the year Write off Reversal of impairment loss Exchange differences At 31 March 460,409 49 (453,064) (92) (74) 7,228 2012 RM000 460,664 16 (304) 33 460,409 Company 2013 2012 RM000 RM000 496,651 56 (423,240) 73,467 500,475 76 (3,900) 496,651
Amounts due from related parties Amounts due from related parties are unsecured, non-interest bearing and are repayable upon demand whereas amounts due relating to capital expenditure will be remeasured at their amortised cost at a discount rate of base lending rate (BLR) minus 1.5% over the period of repayments. Amounts due from former subsidiaries (i) Included in amounts due from former subsidiaries of the Group and of the Company are nil (2012:RM434,804,000) and nil (2012:RM408,883,000) respectively from companies which are currently in liquidation. The Group and the Company have written off the provisions in respect of those companies in liquidation during the year. (ii) In the previous financial year, an amount owing by a former subsidiary of RM14,344,000 was included in the Companys book. The said debt was secured on partially completed buildings belonging to the said former subsidiary. These buildings are situated on a piece of land which does not belong to the said former subsidiary. Full allowance for impairment has been made in respect of this debt. The Company, together with its subsidiaries namely, Sri Damansara Sdn Bhd, Sri Damansara Club Berhad and Lang Education Sdn Bhd, had executed the Deed of Discharge with the former subsidiary on 16 April 2013 whereby all parties agreed to waive their rights, obligations and liabilities under the Deed of Settlement dated 2 March 2004. Accordingly, the said debt was written off for the financial year.
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21. Trade and other receivables (contd) (b) Other receivables (contd) Amounts due from other receivables Included in other receivables are amounts totalling RM156,000 (2012:RMnil), owing from two individual buyers, who purchased two (2) units of double storey shop office and settling them within thirty-six (36) monthly instalments as disclosed in Note 24 (ii).
22. Other current assets Group 2013 RM000 Prepayments Accrued billings in respect of property development costs Others 254 49,501 261 50,016 2012 RM000 394 8,518 261 9,173 Company 2013 2012 RM000 RM000 52 181 233 142 181 323
23. Deposits, cash and bank balances Group 2013 RM000 Cash on hand and at banks Short term funds with financial institutions Deposits with financial institutions Total deposits, cash and bank balances Bank overdraft (Note 27) Cash and cash equivalents 33,830 26,258 112,283 172,371 (9,378) 162,993 2012 RM000 8,120 19,546 95,136 122,802 (6,171) 116,631 Company 2013 2012 RM000 RM000 331 7,098 84,782 92,211 92,211 295 7,414 80,201 87,910 87,910
(i)
Included in cash at banks of the Group were: amounts of RM31,603,000 (2012:RM5,700,000) held under the Housing Development Accounts (HDA Account) pursuant to Section 7A of the Housing Development (Control and Licensing) Act, 1966 (Act 118) and are therefore restricted from use in other operations; amounts of RM17,000 (2012:RM1,000) held under a trust account pursuant to a Trust Deed dated 11 September 1994 in relation to a membership scheme of a subsidiary, Sri Damansara Club Berhad. The application of the monies is governed by the Trust Deed Agreement; and amounts of RM57,000 (2012:RM13,000) held under sinking funds maintained by a subsidiary, Sri Damansara Club Berhad, for the purpose of repair and maintenance of properties.
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23. Deposits, cash and bank balancess (contd) (ii) Included in deposits with financial institutions of the Group were: amounts of RM85,000 (2012:RM65,000) pledged to banks as securities deposits for bank guarantees; amounts of RM1,248,000 (2012:RM1,273,000) held under a trust account pursuant to a Trust Deed dated 11 September 1994 in relation to a membership scheme of a subsidiary, Sri Damansara Club Berhad. The application of the monies is governed by the Trust Deed Agreement; and amounts of RM1,679,000 (2012:RM1,646,000) held under sinking funds maintained by a subsidiary, Sri Damansara Club Berhad, for the purpose of repair and maintenance of properties.
(iii) Included in deposits with financial institutions of the Company was an amount of RM65,000 (2012:RM63,000) pledged to bank as security deposit for bank guarantee. The weighted average effective interest rates of deposits at the reporting date were as follows: Group 2013 % per annum Deposits with financial institutions Short term funds with banks 3.17 2.49 2012 % per annum 3.34 2.50 Company 2013 2012 % per % per annum annum 3.25 2.07 3.36 2.59
The average maturities of deposits as at the reporting date were as follows: Group 2013 Days Deposits with financial institutions 81 2012 Days 70 Company 2013 2012 Days Days 88 93
24. Non-current assets classified as held for sale Group Note At carrying value: Freehold building (Note 13) Leasehold land and building (Note 13 and 15) 2013 RM000 2012 RM000
(i) (ii)
757 757
498 226 724
(i)
On 19 January 2012, Land & General Properties Sdn Bhd (LGP), a wholly-owned subsidiary of the Company, entered into a sale and purchase agreement with Pertiwi Property Management Sdn Bhd for the disposal of a commercial unit for a consideration of RM520,000. The disposal fetched a gain of RM22,000 in the current financial year. On 26 November 2012, LGP offered its penthouse for disposal to certain individual at a consideration of RM1,150,000. The sales and purchase agreement for the disposal was subsequently signed on 7 June 2013. The said disposal is expected to fetch a gain of RM393,000 in the next financial year.
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24. Non-current assets classified as held for sale (contd) (ii) On 6 July 2011 and 30 March 2012, Sri Damansara Sdn Bhd (SDSB), a wholly-owned subsidiary of the Company, offered to sell two (2) units of double storey shop office to two individual buyers for a total consideration of RM250,000. Accordingly, the properties were classified to non-current assets classified as held for sale in the previous financial year. The sale and purchase agreements dated 1 June 2013 and 28 June 2013, however, stipulated the consideration to be settled by a thirty six months instalments and the completion of the sales only upon the final instalment payment. All other instalment payments shall be deemed as payment for rental of the property. Accordingly, the Group has accounted for the said transaction as finance lease instead of an outright sale.
25. Provisions Provision for promotional costs RM000 Provision for financial obligation RM000 Foreseeable loss of charged land RM000
Liquidated ascertained damages RM000 Group 31 March 2013 At 1 April 2012 Unwinding of discount (Note 7) Utilisation Reversal At 31 March 2013 1,297 1,297
Total RM000
1,247 (235) (15) 997
32,322 1,390 33,712
16,641 (4,300) (12,341) -
51,507 1,390 (4,535) (12,356) 36,006
Presented as follows: Current Non-current
1,297 1,297
997 997
33,712 33,712
2,294 33,712 36,006
31 March 2012 At 1 April 2011 Unwinding of discount (Note 7) At 31 March 2012 1,297 1,297 1,247 1,247 30,990 1,332 32,322 16,641 16,641 50,175 1,332 51,507
1,297 1,297
965 282 1,247
32,322 32,322
16,641 16,641
18,903 32,604 51,507
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25. Provisions (contd) Provision for financial obligation 2013 2012 RM000 RM000 Company At 1 April Unwinding of discount (Note 7) At 31 March 32,322 1,390 33,712 30,990 1,332 32,322
33,712 33,712
32,322 32,322
(a) Liquidated ascertained damages Provision for liquidated ascertained damages is in respect of property development projects undertaken by the Group. The provision is recognised for expected liquidated ascertained damage claims based on the terms of the applicable sale and purchase agreements. (b) Provision for promotional costs Provision for promotional costs are costs incurred that are associated with the sale of development units. These amounts are estimates of the obligations to be undertaken by the property development company. The provision is based on the estimates of the obligations to be undertaken by the Group for each relevant purchases, terms and the respective sale agreements for each purchaser. (c) Provision for financial obligation This is the estimated financial liability, as assessed by the Directors, arising from the liquidation of a subsidiary in the previous financial years. The provision is based on the total amount owing by the former subsidiary to the financial institutions and it has been discounted using Groups cost of fund over a period of ten (10) years from its initial recognition. An annual review of the estimate is performed based on the latest available information. (d) Foreseeable loss of charged land This is the estimated loss as provided for several parcels of freehold land pledged as securities for borrowings granted to a former subsidiary. The provision is made from the aggregated carrying value of the pledged freehold land. During the year, the several parcels of freehold land have been fully redeemed. The details are disclosed in Note 35(a) to the financial statements.
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26. Trade and other payables Group Note Current Trade payables Third parties Other payables Amount due to subsidiaries Amount due to a related party Other payables Accruals 2013 RM000 2012 RM000 Company 2013 2012 RM000 RM000
(a)
9,226
18,257
(b) (c) (d)
3,635 12,291 48,633 64,559 73,785
3,635 18,063 16,864 38,562 56,819
55,912 435 1,018 57,365 57,365
58,626 2,001 482 61,109 61,109
Non-current Trade payables Third parties Other payables Amount due to a related party Other payables
6,857
3,731
(c) (d)
7,439 1,639 15,935
7,133 1,489 12,353
Total trade and other payables Add: Borrowings (Note 27) Total other financial liabilities at amortised cost
89,720 66,764 156,484
69,172 57,511 126,683
57,365 138 57,503
61,109 306 61,415
(a) Trade payables Trade payables are non-interest bearing and the normal trade credit term granted to the Group is 30 days (2012: 30 days). (b) Amounts due to subsidiaries Amounts due to subsidiaries are unsecured, non-interest bearing and are repayable upon demand. (c) Amounts due to a related party Amounts due to a related party are unsecured, non-interest bearing and are repayable upon demand whereas amounts due relating to capital expenditure are remeasured at their amortised cost at a discount rate of base lending rate (BLR) minus 1.5% over the period of repayments. Further details on the transactions with the related party are disclosed in Note 34(a).
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26. Trade and other payables (contd) (d) Other payables (i) Included in other payables of the Group are refundable deposits amounting to RM460,000 (2012:RM469,000) and RM1,212,000 (2012:RM1,077,000) in relation to club membership deposits in a subsidiary, Sri Damansara Club Berhad, and student enrolment deposits in a subsidiary, Lang Education Sdn Bhd (LESB), respectively.
(ii) Included in other payables of the Group are student fees received in advance by LESB amounting to RM2,476,000 (2012:RM2,161,000).
27. Borrowings Group 2013 RM000 Current Secured: Bank overdraft (Note 23) Hire purchase and finance lease liabilities Term loan 1 2012 RM000 Company 2013 2012 RM000 RM000
9,378 60 92 9,530
6,171 168 6,339
60 60
168 168
Non-current Secured: Hire purchase and finance lease liabilities Term loan 1 Term loan 2 Bridging loan
78 12,500 44,656 57,234
138 18,840 12,500 19,694 51,172 57,511
78 78 138
138 138 306
Total borrowings
66,764
The maturities of the borrowings as at end of the financial year are as follows: Group 2013 RM000 Within one year More than 1 year and less than 2 years More than 2 years and less than 5 years 9,530 36,667 20,567 66,764 2012 RM000 6,339 7,543 43,629 57,511 Company 2013 2012 RM000 RM000 60 38 40 138 168 60 78 306
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27. Borrowings (contd) (a) The credit facilities granted to the subsidiaries are as follows:(i) Term loan 1 amounting to RM38.5 million to part finance the purchase of the land situated in Ampang and the following facilities were granted to Elite Forward Sdn Bhd, to partly finance the development on the said land:overdraft facility of RM16,000,000; and bridging loan facility of RM50,000,000 for the purpose of the development of the land.
During the financial year, the subsidiary obtained additional bridging loan facility of RM40,000,000, thereby increasing the approved limit to RM90,000,000. All the above facilities are secured by:a first legal charge over the land acquired; specific debenture over property and building together with fixtures and fittings on the property; specific debenture over development project together with fixed and floating assets, intellectual properties, goodwill, revenues, undertakings and all other rights relating to the project; and proportionate corporate guarantee by the Company.
Term loan 1 is repayable over 83 monthly instalments of RM450,000 and a final payment of RM1,150,000 commencing on the 37th month from the date of first drawdown of 10 May 2010 or via redemption of units, whichever is earlier. Subsequent to the financial year end, the subsidiary had fully settled the term loan. The bridging loan is repayable over 84 monthly instalments of RM1,276,000 on the 37th month from the date of first drawdown of 22 August 2012 or via redemption of units, whichever is earlier. Both term loan 1 and the bridging loan bear interest at base lending rate (BLR) minus 1.5% per annum; whereas overdraft is at BLR. (ii) Term loan 2 amounting to RM12,500,000, was granted to Bright Term Sdn Bhd, to partly finance the purchase of certain plots of land situated in Seremban. The said loan is secured by:a first legal charge over the land acquired; and corporate guarantee by the Company.
In accordance with supplemental letter of offer dated 8 April 2013, term loan 2 is repayable over 8 equal quarterly instalments of RM1,388,000 each and a final instalment of RM1,396,000. The repayment shall commence on 10 April 2014. The said loan bears interest at BLR minus 1.5%. (iii) The revolving credit facilities (RC) totalling to RM90,000,000 comprising of RC 1 of RM54,000,000 and RC 2 of RM36,000,000, was granted to Sri Damansara Sdn Bhd, to partly finance the development of its Damansara Foresta project. The said revolving credit facilities are secured by:a first legal charge over the 3 parcels of project land; a first floating charge over all the present and future assets pertaining to the project; and corporate guarantee by the Company.
RC 1 is subject to annual renewal while RC 2s tenure is three (3) years from the first date of drawdown. RC 2 is repayable over 4 equal quarterly principal reduction of RM9,000,000 each. The first principal reduction shall commence on the 27th month following the date of first drawdown. Both RC 1 and 2 bear interest at 1.25% + banks cost of fund. As at end of the financial year, no drawdown has been made. (b) The hire purchase and finance lease liabilities bear interest at flat rates between 2.27% to 3.25% (2012: 2.24% to 3.25%) per annum.
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28. Share capital Number of ordinary shares of RM0.20 each 2013 2012 RM000 RM000 Authorised: At beginning and end of year Amount 2013 2012 RM000 RM000
5,000,000
5,000,000
1,000,000
1,000,000
Issued and fully paid: At beginning and end of year
598,305
598,305
119,661
119,661
29. Retained profits Prior to the year of assessment 2008, Malaysian companies adopted the full imputation system. In accordance with the Finance Act 2007 which was gazetted on 28 December 2007, companies shall not be entitled to deduct tax on dividend paid, credited or distributed to its shareholders, and such dividends will be exempted from tax in the hands of the shareholders (single tier system). However, there will be a transitional period of six years, expiring on 31 December 2013, to allow companies to pay franked dividends to their shareholders under limited circumstances. Companies also have an irrevocable option to disregard the Section 108 balance (S.108 balance) and opt to pay dividends under the single tier system. The change in the tax legislation also provides for the S.108 balance to be locked in as at 31 December 2007 in accordance with Section 39 of the Finance Act 2007. As at 31 March 2013, the Company has sufficient credit in S.108 balance and balance in the tax exempt account of RM67,812,000 (2012:RM67,812,000) and RM85,370,000 (2012:RM85,370,000) respectively to frank dividends out of its entire retained profits.
30. Other reserves Group Note Capital reserve Foreign exchange reserve (a) (b) 2013 RM000 12,133 8,209 20,342 2012 RM000 12,133 7,611 19,744
The movements in each category of reserve were as follows: (a) Capital reserve Group 2013 RM000 At 1 April Appropriation of profit to capital reserve for a subsidiary due to redemption of preference shares in a subsidiary At 31 March 12,133 12,133 2012 RM000 10,633 1,500 12,133
This reserve arose from the redemption of redeemable preference shares issued by subsidiaries.
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30. Other reserves (contd) (b) Foreign exchange reserve Group Note At 1 April Translation difference on net equity of foreign operations Realisation of foreign exchange reserve upon deconsolidation of foreign subsidiaries At 31 March 2013 RM000 7,611 (68) 16(ii) 666 8,209 2012 RM000 12,182 258 (4,829) 7,611
The foreign exchange reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations. 31. Deferred tax Group 2013 RM000 At 1 April Recognised in profit or loss (Note 9) Acquisition of a subsidiary (Note 16(iv)(a)) At 31 March (3,357) (530) (3,887) 2012 RM000 (206) 183 (3,334) (3,357)
Presented after appropriate offsetting as follows: Deferred tax assets Deferred tax liabilities
(3,887) (3,887)
(3,357) (3,357)
The components of deferred tax assets and liabilities during the financial year prior to set-offs are as follow: Deferred tax assets of the Group: Provisions RM000 At 1 April 2012/31 March 2013 -
At 1 April 2011 Recognised in profit or loss At 31 March 2012
3 (3) -
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31. Deferred tax (contd) Deferred tax liabilities of the Group: Property, Property plant and development equipment costs RM000 RM000 At 1 April 2012 Recognised in profit or loss At 31 March 2013 (218) (841) (1,059) (3,139) 311 (2,828)
Total RM000 (3,357) (530) (3,887)
At 1 April 2011 Acquisition of a subsidiary (Note 16(iv)(a)) Recognised in profit or loss At 31 March 2012
(209) (9) (218)
(3,334) 195 (3,139)
(209) (3,334) 186 (3,357)
Deferred tax assets have not been recognised in respect of the following items: Group 2013 RM000 Unutilised tax losses Unabsorbed capital allowances Other deductible temporary differences 36,990 6,676 43,666 2012 RM000 47,626 9,432 455 57,513 Company 2013 2012 RM000 RM000 362 362
The unutilised tax losses and unabsorbed capital allowances of the Group are available indefinitely for set-offs against future taxable profits of the respective subsidiaries, subject to guidelines issued by the tax authorities. Deferred tax assets were not recognized as it is not probable that sufficient taxable profit will be available in those subsidiaries in the foreseeable future. The carried forward unused tax losses and unabsorbed capital allowances are subject to the agreement of the tax authorities.
32. Capital commitments Group 2013 RM000 Capital expenditure Approved and contracted for: - property, plant and equipment Approved but not contracted for: - property, plant and equipment 2012 RM000
2,011
1,412 3,423
157 157
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33. Material litigations (a) On 21 January 2000, Las Maha Corporation Sdn Bhd (Las Maha) entered into a contract with Sri Damansara Sdn Bhd (SDSB), a wholly-owned subsidiary of the Company, to carry out construction and completion of building and relevant infrastructure works of the development project in Bandar Sri Damansara for a contract sum of RM11.5 million. Due to late delivery of the project, SDSB has imposed liquidated damages on Las Maha for late completion of the project. On 2 April 2004, Las Maha sent a Notice of Arbitration to SDSB alleging, inter alia, that SDSB was not entitled for any damages for late completion of the project as Las Maha had achieved Practical Completion of works within reasonable time. In view of this, SDSB decided to refer the matter to Arbitration. Las Maha is claiming for the sum of RM2.2 million and SDSB has submitted a counter-claim for the amount of RM4.8 million, being liquidated damages claim of RM2.8 million and other claims totalling RM2.0 million. SDSB was subsequently informed by its solicitors that Las Maha had been wound up on 15 February 2005. SDSBs solicitors have filed the proof of debt on 20 February 2006. The Provisional Liquidator has yet to call for a Creditors Meeting. (b) A claim of RM6.7 million was made against Navistar Sdn Bhd (Navistar) a wholly-owned subsidiary of the Group, by AK2 Runding Sdn Bhd (AK2). The claim is for purported fees due and outstanding for unpaid balance of professional fees for architectural consultancy services rendered for a proposed three stage commercial development then undertaken by Navistar. AK2 served the Writ of summons dated 20 August 2008 on Navistar and Navistar had responded. On 26 March 2013, the High Court had entered a judgement against Navistar for the whole sum of RM6.1 million together with interest on the said judgment sum at 5% per annum from 26 March 2013 to the date of full settlement and cost at RM60,000. Navistar had on 8 April 2013 filed an appeal to the Court of Appeal against the High Courts decision. On 15 May 2013, Navistar had also filed an application for a Stay of Execution. On 2 July 2013, the application for a stay of execution was granted. As at the reporting date, no provision was made as the directors of the Company, after consultation with the solicitors, are of the opinion that Navistar has a strong chance of succeeding in the appeal against the High Courts decision.
34. Related party disclosures (a) In addition to the transactions detailed elsewhere in the financial statements, the Group and the Company had the following transactions with related parties during the financial year: Group Note Unwinding of discount on amount due from jointly controlled entity Management fee paid by a jointly controlled entity Progress billings billed to a member of key management for properties under construction Unwinding of discount on amount due to a related company 2013 RM000 1,258 254 (i) (ii) (307) 2012 RM000 1,251 253 118 (147)
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34. Related party disclosures (contd) (a) In addition to the transactions detailed elsewhere in the financial statements, the Group and the Company had the following transactions with related parties during the financial year (contd): Company 2013 2012 RM000 RM000 Unwinding of discount on amount due from subsidiaries Rental income from subsidiaries Management fee from subsidiaries Gross dividends from Malaysian subsidiaries Rental expense paid to a subsidiary 829 2,567 3,243 22,533 (478) 697 2,753 22,445 (251)
Outstanding balances in respect of the above transactions are disclosed in Notes 21 and 26. (i) A member of the key management personnel purchased a property from Sri Damansara Sdn Bhd, a wholly-owned subsidiary of the Company for RM337,000. The transaction was entered into in the ordinary course of business with terms and conditions that are not materially different from those obtainable in transactions with unrelated parties. During the financial year, the key management personnel resigned from the Company.
(ii) Through the acquisition of Elite Forward Sdn Bhd (EFSB) by the Group on 30 September 2011, Forward Splendor Sdn Bhd (FSSB) became a non-controlling interest in EFSB. FSSB is a related party to the Group by virtue of its relationship with Mayland Parkview Sdn Bhd (MPSB). MPSB is the major shareholder of the Company and both MPSB and FSSB are wholly-owned subsidiaries of Malaysia Land Properties Sdn Bhd. (b) Compensation of key management personnel The remuneration of directors and other members of key management during the year was as follows: Group 2013 RM000 Short term employee benefits Post-employment benefits: - Defined contribution plan - Other benefits 2,365 284 124 2,773 2012 RM000 2,377 282 136 2,795 Company 2013 2012 RM000 RM000 1,294 155 64 1,513 1,326 159 84 1,569
Included in the total key management personnel are: Group 2013 RM000 Directors remuneration Estimated money value of benefits-in-kind 1,275 67 2012 RM000 1,196 79 Company 2013 2012 RM000 RM000 817 38 754 48
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35. Significant event (a) On 30 October 2012, the Company and its wholly-owned subsidiary, Clarity Crest Sdn Bhd (CCSB), together with Pillar Quest Sdn Bhd (PQSB) entered into a Redemption and Settlement Agreement with the Receivers and Managers of Lembah Beringin Sdn Bhd (in Receivership and Liquidation) (LBSB) and RHB Bank Berhad (RHB). LBSB was formerly a subsidiary of the Company. In accordance with the agreement, the Company and PQSB will withdraw the legal proceedings, arising from the dispute on the purchase of LBSBs properties, against the Receivers & Managers of LBSB and RHB has agreed to grant the request of CCSB to redeem nine (9) plots of land, which have been charged to RHB previously as securities for banking facilities granted to LBSB, at a settlement sum of RM4 million. CCSB has made a provision for foreseeable loss of RM16.6 million on these nine (9) plots of charged land in year 2009. As the redemption sum for the discharge of the land has been agreed at RM4.3 million and a reversal of RM12.3 million was recognised to profit or loss, upon the satisfaction of the discharge documents and written confirmations between all parties as stated in the agreement. The above transaction has been reflected in Notes 4 and 25.
36. Subsequent events (a) The Company had on 9 April 2013, announced that it proposed to undertake the following:(i) Proposed renounceable rights issue of RM77,779,589 nominal value of five (5)-year, 1%, Irredeemable Convertible Unsecured Loan Stocks(ICULS) at 100% of the nominal value of RM0.13 each on the basis of RM0.13 nominal value of the ICULS for every one (1) existing share of RM0.20 each in the Company held on the entitlement date to be determined and announced later; and
(ii) Proposed acquisition of one (1) block of thirteen (13)-storey stratified office floors being constructed over a piece of freehold land held under Geran 825, Lot No. 3, Presint 3, town and district of Putrajaya, state of Wilayah Persekutuan Putrajaya by Maple Domain Sdn Bhd, a wholly-owned subsidiary of the Company, from Mayland Avenue Sdn Bhd (MASB) for a total cash consideration of RM72,485,000. MASB is a related company of Mayland Parkview Sdn Bhd, which in turn is a major shareholder of the Company. As at the date of this report, the completion of the said proposals are now pending approvals from the shareholders to be obtained at the extraordinary general meeting which is to be convened at a future date.
37. Financial instruments (a) Financial risk management objectives and policies The Groups financial risk management policy seeks to ensure that adequate financial resources are available for the development of the Groups businesses whilst managing its interest rate risks, foreign currency risk, liquidity risk, credit risk and market price risk. The Board reviews and agrees policies for managing each of these risks and they are summarised below. It is the Groups policy not to engage in speculative transactions. (b) Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of the Groups financial instruments will fluctuate because of changes in market interest rate. The Groups primary interest rate risk relates to interest-bearing borrowings. The Groups income and operating cash flows are substantially independent of changes in market interest rates. The Groups and the Companys interest-bearing financial assets are mainly short term in nature and have been mostly placed in fixed deposits.
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37. Financial instruments (contd) (b) Interest rate risk (contd) The information on maturity dates and effective interest rates of financial assets and liabilities are disclosed in their respective notes. Sensitivity analysis for interest rate risk At the reporting date, if interest rates had been 100 basis points lower/higher, with all other variables held constant, the Groups profit for the year would have been RM35,000 higher/lower, arising mainly as a result of lower/higher interest expense on floating rate loans and borrowings. The assumed movement in basis points for interest rate sensitivity analysis is based on the currently observable market environment. (c) Foreign currency risk Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Group is exposed to currency risk as a result of foreign currency transactions entered into by subsidiaries in currencies other than their functional currency. Foreign currency denominated assets and liabilities together with expected cash flows from anticipated transactions denominated in foreign currency give rise to foreign exchange exposures. Foreign exchange exposures in transactional currencies other than the functional currency of the operating entities are kept to an acceptable level. The Company has a number of investments in foreign subsidiaries whose net assets are exposed to currency translation risk. The currency exposure profile of financial assets and financial liabilities of the Group and of the Company are as follows: Group 2013 RM000 Functional currency Other receivables Australian Dollar Sterling Pound 17,804 1 17,805 Other current assets Australian Dollar Deposits, cash and bank balances Australian Dollar Sterling Pound 13,415 2 13,417 2012 RM000 Company 2013 2012 RM000 RM000
1,887 3,260 5,147
3,378 3,218 6,596
705 705
Other payables Australian Dollar US Dollar Sterling Pound Singapore Dollar
139 27 13 6 185
98 34 1 6 139
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37. Financial instruments (contd) (d) Liquidity risk Liquidity risk is the risk that the Group or the Company will encounter difficulty in meeting financial obligation due to shortage of funds. The Group manages its debt maturity profile, operating cash flows and the availability of funding so as to ensure that refinancing, repayment and funding needs are met. As part of its overall liquidity management, the Group maintains sufficient levels of cash or cash convertible investments to meet its working capital requirements. Analysis of financial instruments by remaining contractual maturities The table below summarises the maturity profile of the Groups and the Companys liabilities at the reporting date based on contractual undiscounted repayment obligations. 2013 RM000 On demand or within one year Group Financial liabilities : Trade and other payables Borrowings One to five years Over five years
Total
73,785 12,458 86,243
17,131 60,520 77,651
1,104 1,104
92,020 72,978 164,998
Company Financial liabilities : Trade and other payables Borrowings
57,365 68 57,433
88 88 2012 RM000
57,365 156 57,521
On demand or within one year Group Financial liabilities : Trade and other payables Borrowings
One to five years
Over five years
Total
56,819 9,004 65,823
13,376 54,150 67,526
1,199 1,199
71,394 63,154 134,548
Company Financial liabilities : Trade and other payables Borrowings
61,109 188 61,297
156 156
61,109 344 61,453
105

37. Financial instruments (contd) (e) Credit risk Credit risk is the risk of loss that may arise on outstanding financial instrument should a counterparty default on its obligation. The Group is exposed to credit risk mainly from its customer base, including trade and other receivables. The Group extends credits to its customers based upon careful evaluation of the customers financial condition and credit history. Trade receivables are monitored on an ongoing basis by the Groups credit control department. At the reporting date, the Groups and the Companys maximum exposure to credit risk is represented by: The carrying amount of each class of financial assets recognised in the statements of financial position. A nominal amount of RM40,496,000 (2012: RM34,857,000) relating to corporate guarantees provided by the Company to financial institutions for credit facilities granted to subsidiaries. Trade and other receivables Receivable balances are monitored continually with the results that the Groups exposure to credit risk is minimised. The ageing analysis and information regarding impairment of the Group and of the Company are disclosed in Note 21. (ii) Inter company balances The Company provides unsecured loans and advances to subsidiaries. The Company monitors the result of the subsidiaries regularly. (f) Market price risk Market price risk is the risk that the fair value of future cash flows of the Groups financial instruments will fluctuate because of changes in market prices (other than interest or exchange rates). The Group is exposed to equity price risks arising from quoted equity instruments. The Group does not actively trade these investments. To manage its price risks arising from these investments, the Group closely monitors the effects of fluctuation in equity prices and manages its portfolio within the limit set by the Board of Directors. There has been no changes to the Groups exposure to market risks or the manner in which these risks are managed and measured. Sensitivity analysis for equity price risk At the end of reporting period, if the prices of quoted shares had been 5% higher or lower, with all other variables held constant, the Groups profit for the year would have been RM256,000 higher or lower, arising as a result of higher or lower fair value gains on financial assets designated at fair value through profit or loss.
(i)
106

38. Fair value of financial instruments (i) Financial instruments that are not carried at fair value and whose carrying amounts are reasonable approximation of fair value are as below :Note Trade and other receivables (current) - Trade and other receivables - Amounts due from subsidiaries - Amounts due from jointly controlled entity Deposits, cash and bank balances Trade and other payables (current) Loans and borrowings (current and non-current)
21 21 21 23 26 27
The carrying amounts of trade and other receivables (current) and trade and other payables (current) and deposits, cash and bank balances are reasonable approximation of fair values due to their short-term nature. The carrying amounts of the current portion of loans and borrowings are reasonable approximations of fair values due to the insignificant impact of discounting. The fair values of non-current loans and borrowings, receivables and payables are estimated by discounting expected future cash flows at market incremental lending rate for similar types of lending, borrowing or leasing arrangements at the reporting date. (ii) Amounts due from subsidiaries and jointly controlled entity (non-current) The fair values of these financial instruments are estimated by discounting expected future cash flows at market incremental lending rate for similar types of lending, borrowing or leasing arrangements at the reporting date. (iii) Trade and other payables (non-current) Non-current payables are recognized initially at fair value, which is calculated based on the present value of future principal and interest cash flows, discounted at the prevailing indicative interest rate of BLR -1.50% (2012: BLR -1.50%). (iv) Quoted equity instruments Fair value is determined directly by reference to their published market bid price at the reporting date. The table below analyses financial instruments carried at fair value at the end of the reporting date by valuation method. The different levels have been defined as follows: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly (such as prices) or indirectly (such as derived from prices). Level 3: Inputs for the asset or liability that are not based on observable market date (unobservable inputs).
There were no transfers between level 1, level 2 and level 3 fair value measurements during the financial year ended 31 March 2012 and 31 March 2013.
107

38. Fair value of financial instruments (contd) (iv) Quoted equity instruments (contd) At the end of the reporting period, the Group held the following financial instruments carried at fair value on the statement of financial position: Level 1 RM000 Group 2013 Other investments Investment in quoted shares
5,118
2012 Other investments Investment in quoted shares
11,793
Company 2013 Other investment Investment in quoted shares 2012 Other investment Investment in quoted shares
4,992
11,516
Determination of fair value Other investments (Note 19): Fair value is determined by direct reference to their published market bid price in an active market at the reporting date. (v) Financial guarantee contract The Company provided financial guarantees to banks for credit facilities granted to subsidiaries. As at reporting date, the fair value of the financial guarantees is negligible as the probability of the financial guarantees being called upon is remote due to the outstanding loans in the subsidiaries are adequately secured by land owned by the subsidiaries. Should the subsidiaries default any loans repayments, the proceeds from the realisation of the land will be able to satisfy the outstanding debts.
108

39. Capital management The primary objective of the Groups capital management policy is to maintain a strong capital base to support its businesses and maximise shareholder value. The Group manages its capital structure and makes adjustments to it, in the light of changes in economic conditions or expansion plans of the Group. The Group may adjust the capital structure by issuing new shares, returning capital to shareholders or adjusting the amount of dividend paid to shareholders or sell assets to reduce the debts. The Group monitors capital utilisation using the gearing ratio. This ratio is used to assess the appropriateness of the Groups debt level, hence its capital structure. The ratio is calculated as gross debt divided by total equity. Gross debt excludes current and non-current hire purchase obligations, while total equity attributable to the owners of the Company. Group 2013 RM000 Short term borrowings Long term borrowings Gross debts 9,470 57,156 66,626 2012 RM000 6,171 32,194 38,365 Company 2013 2012 RM000 RM000 -
Equity attributable to owners of the Company
327,018
282,451
279,553
240,466
Gross gearing (times)
0.20
0.14
40. Segment information The Group has three reportable segments based on its products and services. The Managing Director together with the Board of Directors are collectively the chief operating decision maker (CODM). CODM assesses the performance of these segments regularly based on internal management reports. The operations in each of the reportable segment are as follows:(i) Property investment, management and development of residential and commercial properties operation of co-education schooling from kindergarten to secondary education investment holding, land cultivation, management of club activities and dormant companies
(ii) Education (iii) Others
Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss for the financial year, in certain respects as set out below, is measured differently from operating profit or loss in the consolidated financial statements. Transfer prices between operating segments are on an arms length basis in a manner similar to transactions with third parties. With the exception of its property development in Australia via its jointly controlled entity called Hidden Valley Australia Pty Ltd, the Groups entire active business operations is located in Malaysia.
109
110
Education 2013 2012 RM000 RM000 Others 2013 2012 RM000 RM000 Adjustments and eliminations 2013 2012 RM000 RM000 Notes Per consolidated financial statements 2013 2012 RM000 RM000 108,149 1,231 A 216,293 130,799 109,380 11,816 11,392 41,391 36,524 (45,359) (26,497) 5,550 28,406 2,762 25,266 (45,359) (26,497) 5,550 2,762 11,816 11,392 7,435 8,496 210,743 128,037 38,596 870 4,983 70 5,262 209 8,041 102 4,306 120 79,206 1,136 48,164 1,199 45 43,376 12 4,983 16 5,261 4,728 1,156 6,631 3,165 223 (1,973) (4,728) (3,165) 447 429 6,675 841 8,766 837 6,675 1,663 4,728 1,219 72,761 B C 8,766 1,311 3,165 239 43,499
40. Segment information (contd)
Properties 2013 2012 RM000 RM000
Revenue Sales to external customers Interest income, dividend income and returns of short funds Inter-segment sales
191,492
16,953
Total revenue
208,445
66,182 964
Results Operating profit Interest income Loss on fair value changes on quoted shares - financial assets at fair value through profit or loss Depreciation and amortisation Share of losses of jointly controlled entities Other non-cash expenses Profit/(loss) before tax
375
51 65,875
Assets Additions to non-current assets Segment assets 16,187 266,609 298 20,806 261 10,794 1,645 208,392 1,546 205,833
9,708 331,734
(11,275)
(7,277)
D E
11,651 549,657
17,994 475,959
Liabilities Segment liabilities 120,288 4,217 3,725 37,592
150,681
54,177
7,581
5,958
200,071
184,148

40. Segment information (contd) Notes: Nature of adjustments and eliminations to arrive at amounts reported in the consolidated financial statements. A B Inter-segment revenues are eliminated on consolidation. Other material non-cash expenses consist of the following items as presented in the respective notes to the financial statements: 2013 RM000 112 1,107 1,219 2012 RM000 56 183 239
Note Write off and allowance for impairment on financial assets Impairment loss on loan to a jointly controlled entity 8 8
The following item is added to segment profit to arrive at profit before tax as presented in the consolidated statement of comprehensive income: 2013 RM000 (4,728) 2012 RM000 (3,165)
Note Share of losses of jointly controlled entities 18
Additions to non-current assets consist of: 2013 RM000 3,670 4,320 3,661 11,651 2012 RM000 1,847 550 15,597 17,994
Note Property, plant and equipment Land held for property development Investment properties 11 12(a) 13
The following items are added to/(deduct from) segment assets to arrive at total assets reported in the consolidated statement of financial position: 2013 RM000 Investment in jointly controlled entity Tax recoverable (12,254) 979 (11,275) 2012 RM000 (7,406) 129 (7,277)
111

40. Segment information (contd) F The following items are added to segment liabilities to arrive at total liabilities reported in the consolidated statement of financial position: 2013 RM000 Deferred tax liabilities Tax payable 3,887 3,694 7,581 2012 RM000 3,357 2,601 5,958
Geographical information Revenue and non-current assets information based on the geographical location of customers and assets respectively are as follows: Revenue 2013 2012 RM000 RM000 Malaysia Australia Others 215,928 346 19 216,293 130,316 464 19 130,799 Non-current assets 2013 2012 RM000 RM000 142,816 5,291 126 148,233 140,028 5,878 277 146,183
112

41. Supplementary information Breakdown of retained profits into realised and unrealised The breakdown of the retained profits of the Group and of the Company as at 31 March 2013 into realised and unrealised is presented in accordance with the directive issued by Bursa Malaysia Securities Berhad dated 25 March 2010 and prepared in accordance with Guidance on Special Matter No.1, Determination of Realised and Unrealised Profits and Losses in the context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants. Group 2013 RM000 Total retained profits/(accumulated losses) of the Company and its subsidiaries: - Realised - Unrealised 2012 RM000 Company 2013 2012 RM000 RM000
83,730 (33,778) 49,952
17,054 (48,325) (31,271) 940 (6,272) (36,603) 162,613 126,010
177,745 (34,889) 142,856 142,856 142,856
137,245 (33,476) 103,769 103,769 103,769
Total share of retained profits from associates - Realised Total share of accumulated losses from jointly controlled entity - Realised
940 (10,999) 39,893 130,086 169,979
Less : Consolidation adjustments Total retained profits as per statements of financial position
113
ANALYSIS OF SHAREHOLDINGS
AS AT 24 JULY 2013
Authorised Share Capital Issued and Paid Up Capital Class of Shares Voting Rights On show of hands On a poll
: RM1,000,000,000 consists of 5,000,000,000 Ordinary Shares of RM0.20 each : RM119,660,906 consists of 598,304,530 Ordinary Shares of RM0.20 each : Ordinary Shares of RM0.20 each
: one (1) vote for every member of the Company present in person or by proxy : one (1) vote for each share held
DISTRIBUTION OF SHAREHOLDINGS No. of Shareholders 183 4,183 11,389 4,677 644 1 21,077 No. of Shares 5,410 3,905,151 57,364,348 154,742,357 280,907,264 101,380,000 598,304,530 % of Issued Share Capital negligible 0.65 9.59 25.87 46.95 16.94 100.00
Category Less than 100 100 - 1,000 1,001 - 10,000 10,001 - 100,000 100,001 - less than 5% of issued shares 5% and above of issued shares TOTAL
SUBSTANTIAL SHAREHOLDER No. of Shares Name 1) Mayland Parkview Sdn Bhd Direct 103,420,000 Indirect % 17.29
DIRECTORS' SHAREHOLDINGS Name Direct No. of Shares 2,000 Indirect No. of Shares 103,420,000* -
% 17.29* -
1) 2) 3) 4) 5) 6) 7) 8)
Dato' Hj Zainal Abidin Bin Putih Low Gay Teck Ferdaus Mahmood Dato' Ir Dr A Bakar Jaafar Dato' Hj Ikhwan Salim Dato' Hj Sujak Tengku Maruan Tengku Ariff Wing Kwan Winnie Chiu Hoong Cheong Thard
negligible -
Note * Deemed interest through Mayland Parkview Sdn Bhd
114
ANALYSIS OF SHAREHOLDINGS
AS AT 24 JULY 2013 (CONTD)
LIST OF TOP 30 SHAREHOLDERS AS AT 24 JULY 2013 NO. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 NAME Public Nominees (Asing) Sdn Bhd Pledged Securities Account for Mayland Parkview Sdn Bhd (KLC) Public Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Nik Awang @ Wan Azmi Hamzah (E-KPG/JRL) Citigroup Nominees (Asing) Sdn Bhd CBNY for Dimensional Emerging Markets Value Fund RHB Capital Nominees (Asing) Sdn Bhd RHB Bank (L) Ltd Ong Lee Veng @ Ong Chuan Heng Gan Tee Kian Cimsec Nominees (Asing) Sdn Bhd Exempt AN for CIMB Securities (Singapore) Pte Ltd (Retail Clients) Ho Chu Chai Citigroup Nominees (Asing) Sdn Bhd CBNY for Emerging Market Core Equity Portfolio DFA Investment Dimensions Group Inc Citigroup Nominees (Asing) Sdn Bhd CBNY for DFA Emerging Markets Small Cap Series HSBC Nominees (Asing) Sdn Bhd HSBC-FS for Asian Smaller Companies Fund Menta Construction Sdn Bhd Citigroup Nominees (Asing) Sdn Bhd Exempt AN for OCBC Securities Private Limited (Client A/C-NR) Perlis State Economic Development Corporation W.Gan Sdn Bhd Ying Holding Sdn Bhd RHB Capital Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Phoa Boon Ting (CEB) Cimsec Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Chong Foot Lan Mayland Parkview Sdn Bhd Tng Kee Meng HLIB Nominees (Tempatan) Sdn Bhd Hong Leong Bank Bhd for Chuan Hong Hang Properties Sdn Bhd Tah Chung Keong Tan Lee Soon Enterprise Sdn Bhd Tee Bon Peng YTL Power International Berhad Tan Lee Soon Holdings Sdn Bhd Cartaban Nominees (Asing) Sdn Bhd Exempt AN for Bank J.Safra Sarasin Ltd, Singapore Branch (BSCSG) (AC Client Frgn) Wong Ah Kee HSBC Nominees (Asing) Sdn Bhd BNY Brussels for City of New York Group Trust Tan Kim Hoi HOLDINGS 101,380,000 13,100,000 9,948,900 6,272,180 6,000,000 5,128,200 4,469,430 4,109,500 4,070,400 4,000,000 4,000,000 3,963,000 3,041,255 2,748,727 2,340,000 2,250,000 2,248,700 2,100,000 2,040,000 2,030,000 2,020,000 1,886,000 1,780,000 1,740,000 1,700,000 1,688,000 1,667,886 1,655,700 1,596,500 1,559,000
% 16.94 2.19 1.66 1.05 1.00 0.86 0.75 0.69 0.68 0.67 0.67 0.66 0.51 0.46 0.39 0.38 0.38 0.35 0.34 0.34 0.34 0.32 0.30 0.29 0.28 0.28 0.28 0.28 0.27 0.26
115
LIST OF PROPERTIES
AS AT 31 MARCH 2013
LOCATION Ladang Kerling Mukim Kerling District of Ulu Selangor Selangor Bandar Sri Damansara Housing Development Project Balance of development land in Mukim Sungai Buloh District of Petaling Gombak, Selangor Lot no.62539 PT 120097 Jalan SD 12/5 Sri Damansara Lot 2058 & 2059, Mukim Tebrau Daerah Johor Bahru Johor Sekolah Sri Bestari, Persiaran Margosa Bandar Sri Damansara Kuala Lumpur
HECTARES 1,009.71
DESCRIPTION Freehold rubber and oil palm estate land
NET BOOK VALUE RM'000 48,146
11.95
Freehold development land
24,096
2.26
Commercial units and office building on freehold land
27,756
5.56
Vacant freehold lands
11,988
6.07
Private school building complex situated on a piece of leasehold land Leasehold land expiring in 2110 Age of buildings: 13-15 years Freehold development land
7,831
Lot Nos.659,663,664 & 665 Mukim Sungai Petani District of Kuala Muda Kedah Lot 23304, Persiaran Perdana Bandar Sri Damansara Kuala Lumpur Lot 33, Villa Putera Condominium Jalan Tun Ismail Kuala Lumpur
14.71
6,859
14.48
Sri Damansara Club clubhouse situated on freehold land Age of buildings: 17 years Residential unit on freehold land Age of buildings: 20-21 years
3,783
0.05
757
Note: The List of Properties is in accordance with Appendix 9C (Part A) of the Listing Requirements of Bursa Malaysia Securities Berhad.
116
NOTICE OF FIFTIETH (50TH) ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the Fiftieth (50th) Annual General Meeting of Land & General Berhad will be held at the Saga Room, the Sri Damansara Club, Lot 23304, Persiaran Perdana, Bandar Sri Damansara, 52200 Kuala Lumpur on Wednesday, 25 September 2013 at 10.00 a.m. for the following purposes:1. To receive and adopt the Audited Financial Statements for the financial year ended 31 March (Ordinary Resolution 1) 2013 and the Reports of the Directors and Auditors thereon To approve the payment of Directors fees in respect of the financial year ended 31 March 2013 To re-elect the following Directors who retire pursuant to Article 93 of the Articles of Association of the Company and being eligible, offer themselves for re-election:(i) Dato Hj Zainal Abidin Putih; (ii) Dato Hj Ikhwan Salim Dato Hj Sujak; and (iii) Mr Hoong Cheong Thard. 4. (Ordinary Resolution 3) (Ordinary Resolution 4) (Ordinary Resolution 5) (Ordinary Resolution 2)
2. 3.
To re-appoint Messrs Ernst & Young as Auditors of the Company and to authorise the Directors to (Ordinary Resolution 6) fix their remuneration
AS SPECIAL BUSINESS To consider and if thought fit, to pass the following Ordinary Resolutions :5. Authority to issue shares pursuant to Section 132D of the Companies Act, 1965 THAT pursuant to Section 132D of the Companies Act, 1965, the Directors be and are hereby authorised to issue shares in the Company at any time until the conclusion of the next Annual General Meeting and upon such terms and conditions and for such purposes as the Directors may in their absolute discretion deem fit, provided that the aggregate number of shares to be issued does not exceed 10% of the issued share capital of the Company for the time being and that the Directors be and are also empowered to obtain approval for the listing of and quotation for the additional shares so issued on Bursa Malaysia Securities Berhad, subject always to the approval of all relevant regulatory bodies being obtained for such issues. 6. Continuing in Office as Independent Non-Executive Director THAT authority be and is hereby given to Dato Ir Dr A Bakar Jaafar who has served as an Independent Non-Executive Director of the Company for a cumulative term of more than nine years, to continue to serve as an Independent Non-Executive Director of the Company. 7. To transact any other business for which due notice shall have been given in accordance with the Companys Articles of Association and the Companies Act, 1965 (Ordinary Resolution 8) (Ordinary Resolution 7)
By order of the Board Wong Wai Foong (MAICSA 7001358) Lim Poh Yen (MAICSA 7009745) Lee Siw Yeng (MAICSA 7048942) Secretaries Kuala Lumpur 3 September 2013
117
NOTICE OF FIFTIETH (50TH) ANNUAL GENERAL MEETING

(CONTD)
Notes:1. Appointment of Proxy (i) A member entitled to attend and vote at this Meeting is entitled to appoint a proxy or proxies to attend and vote in his stead. A proxy need not be a member of the Company. There shall be no restriction as to the qualification of the proxy and Section 149 (1)(b) of the Companies Act, 1965 shall not apply. A proxy appointed to attend and vote at a meeting of the Company shall have the same right as the Member to speak at the meeting. (ii) (iii) A member shall not be entitled to appoint more than two (2) proxies. Where a Member of the Company is an authorised nominee as defined in the Securities Industry (Central Depositories) Act, 1991 (SICDA), it may appoint not more than two (2) proxies in respect of each securities account it holds in ordinary shares of the Company standing to the credit of the said securities account. Where a Member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one (1) securities account (omnibus account), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. An exempt authorised nominee refers to an authorised nominee defined under the SICDA which is exempted from compliance with the provisions of subsection 25A(1) of SICDA. (v) Where a Member or an authorised nominee appoints two (2) proxies, the proportion of shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies. Where an exempt authorised nominee appoints two (2) or more proxies, the proportion of shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies. (vi) The instrument appointing a proxy in the case of an individual shall be signed by the appointer or his attorney, and in the case of a corporation either under its common seal or signed by its attorney or by an officer on behalf of the corporation.
(iv)
(vii) The Proxy Form, duly completed, must be deposited at the Registered Office of the Company at 8trium, Level 21 Menara 1, Jalan Cempaka SD12/5, Bandar Sri Damansara, 52200 Kuala Lumpur not less than forty-eight (48) hours before the time set for holding the Meeting or any adjournment thereof. (viii) Only members whose names appear in the Record of Depositors as at 18 September 2013 will be entitled to attend and vote at the meeting or appoint proxy (proxies) to attend and vote on their behalf. 2. Explanatory Note on Special Business:(i) Ordinary Resolution 7 Authority to issue shares pursuant to Section 132D of the Companies Act, 1965 The Proposed Ordinary Resolution 7 is a renewal of Section 132D mandate obtained from the Shareholders of the Company at the previous Annual General Meeting and, if passed, will empower the Directors to issue ordinary shares of the Company up to an amount not exceeding in total 10% of the issued share capital of the Company for purpose of fund raising exercise including but not limited to further placement of shares for purpose of funding current and/or future projects, working capital, acquisition and/or for issuance of shares as settlement of purchase consideration. This authority unless revoked or varied at a general meeting will expire at the next Annual General Meeting. Since the last Annual General Meeting, there was no issuance of new ordinary shares by the Company pursuant to Section 132D mandate and the Directors do not intend to utilise the Section 132D mandate from the date of issuance of this Annual Report up to the expiry date of the existing mandate. (ii) Ordinary Resolution 8 Continuing in Office as Independent Non-Executive Director Pursuant to the Malaysian Code on Corporate Governance 2012, the Nominating Committee recommends Dato Ir Dr A Bakar Jaafar, who has served as an Independent Non-Executive Director of the Company for a cumulative term of more than nine years, to continue to serve as an Independent Non-Executive Director of the Company based on the following justifications:a. b. he fulfills the criteria of an Independent Director pursuant to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad; he provides the Board a diverse set of experience, skill and expertise as he is a highly qualified person who has been contributing to academic fields relating to science and technology as well as serving government agencies for many years; he is familiar with the Companys business operations and the property development market as he has been with the Company for more than 9 years; and he has devoted sufficient time and attention to his professional obligations for informed and balanced decision making.
c.
d.
118
FORM OF PROXY
LAND & GENERAL BERHAD

(Company No.: 5507-H) (Incorporated in Malaysia)
I/We ________________________________________________________________________________________________________ (FULL NAME IN BLOCK LETTERS) of _________________________________________________________________________________________________________ (ADDRESS IN FULL) ___________________________________________________________________________________________________________ being a member / members of LAND & GENERAL BERHAD hereby appoint ___________________________________________ ___________________________________________________________________________________________________________ (FULL NAME IN BLOCK LETTERS) or failing him, the Chairman of the Meeting as my/our proxy/proxies to vote for me/us and on my/our behalf at the Fiftieth (50th) Annual General Meeting of Land & General Berhad to be held at the Saga Room, the Sri Damansara Club, Lot 23304, Persiaran Perdana, Bandar Sri Damansara, 52200 Kuala Lumpur on Wednesday, 25 September 2013 at 10.00 a.m. and at any adjournment thereof. My/our proxy/proxies shall vote as indicated below:Item 1. 2. 3. Agenda Adoption of Audited Financial Statements and Reports Payment of Directors fees Re-election of the following Directors: (i) Dato Hj Zainal Abidin Putih Ordinary Resolution 3 Ordinary Resolution 4 Ordinary Resolution 5 Ordinary Resolution 6 Ordinary Resolution 7 Ordinary Resolution 8 RESOLUTION Ordinary Resolution 1 Ordinary Resolution 2 FOR AGAINST
(ii) Dato Hj Ikhwan Salim Dato Hj Sujak (iii) Mr Hoong Cheong Thard 4. 5. 6. Re-appointment of Auditors Authority to issue shares pursuant to Section 132D, Companies Act 1965 Continuing in office as Independent Non-Executive Director - Dato Ir Dr A Bakar Jaafar
(Please indicate with an X in the spaces provided how you wish your votes to be cast on the resolutions specified. If you do not do so, your proxy/proxies will vote or abstain from voting at his/her/their discretion.) No. of Shares CDS Account No. Signature : ______________________________
Date : __________________________________
Notes:(i) A member entitled to attend and vote at this Meeting is entitled to appoint a proxy or proxies to attend and vote in his stead. A proxy need not be a member of the Company. There shall be no restriction as to the qualification of the proxy and Section 149 (1)(b) of the Companies Act, 1965 shall not apply. A proxy appointed to attend and vote at a meeting of the Company shall have the same right as the Member to speak at the meeting. (ii) A member shall not be entitled to appoint more than two (2) proxies. (v) Where a Member or an authorised nominee appoints two (2) proxies, the proportion of shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies. Where an exempt authorised nominee appoints two (2) or more proxies, the proportion of shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies. (vi) The instrument appointing a proxy in the case of an individual shall be signed by the appointer or his attorney, and in the case of a corporation either under its common seal or signed by its attorney or by an officer on behalf of the corporation. (vii) The Proxy Form, duly completed, must be deposited at the Registered Office of the Company at 8trium, Level 21 Menara 1, Jalan Cempaka SD12/5, Bandar Sri Damansara, 52200 Kuala Lumpur not less than forty-eight (48) hours before the time set for holding the Meeting or any adjournment thereof. (viii) Only members whose names appear in the Record of Depositors as at 18 September 2013 will be entitled to attend and vote at the meeting or appoint proxy (proxies) to attend and vote on their behalf.
(iii) Where a Member of the Company is an authorised nominee as defined in the Securities Industry (Central Depositories) Act, 1991 (SICDA), it may appoint not more than two (2) proxies in respect of each securities account it holds in ordinary shares of the Company standing to the credit of the said securities account. (iv) Where a Member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one (1) securities account (omnibus account), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. An exempt authorised nominee refers to an authorised nominee defined under the SICDA which is exempted from compliance with the provisions of subsection 25A(1) of SICDA.
Please fold here
Stamp
The Secretary
LAND & GENERAL BERHAD (5507-H)
8TRIUM LEVEL 21 MENARA 1 JALAN CEMPAKA SD 12/5 BANDAR SRI DAMANSARA 52200 KUALA LUMPUR MALAYSIA
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LAND & GENERAL BERHAD 8trium, Level 21, Menara 1, Jalan Cempaka SD 12/5, Bandar Sri Damansara, 52200 Kuala Lumpur, Malaysia. T F E W : : : : +603 6279 8000 +603 6277 7061 lgb@land-general.com www.land-general.com
(5507-H)

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(5507-H)

Building Value For Tomorrow

Annual Report 2013

Dato Hj Zainal Abidin Putih Chairman Dato Ir Dr A Bakar Jaafar

Main Market of Bursa Malaysia Securities Berhad SHARE REGISTRARS

LAND & GENERAL BERHAD (5507-H) Annual Report 2013

FIVE-YEAR PERFORMANCE HIGHLIGHTS

130,799 43,499 33,120 30,369

44,202 13,878 10,213 10,213

30,214 30,950 29,682 29,682

37,611 17,714 15,315 15,315

475,959 57,511 282,451 291,811 119,661

347,799 330 256,653 256,653 119,661

325,570 484 231,842 231,842 119,661*

351,572 72,264 200,168 200,168 598,305

0.05 0.47 0.34

0.02 0.43 0.46

0.05 0.39 0.49

0.03 0.33 0.18

11.35% 9.14% 0.20 6.70

3.98% 4.00% 0.00 26.95

12.80% 9.79% 0.00 9.88

7.65% 6.75% 0.36 6.84

* The capital reduction exercise was effected on 21 October 2009

PROFIT BEFORE TAX (RM000) 216,293 130,799 44,202 30,214 37,611

72,761 43,499 13,878 30,950 17,714

BASIC EARNINGS PER SHARE (RM)

NET ASSETS PER SHARE (RM) 0.07 0.05

0.55 0.47 0.43 0.39 0.33

0.02 0.05 0.03

LAND & GENERAL BERHAD (5507-H) Annual Report 2013

LAND & GENERAL BERHAD (5507-H) Annual Report 2013

DATO HJ ZAINAL ABIDIN PUTIH

LAND & GENERAL BERHAD (5507-H) Annual Report 2013

LOW GAY TECK

LAND & GENERAL BERHAD (5507-H) Annual Report 2013

DATO IR DR A BAKAR JAAFAR

DATO HJ IKHWAN SALIM DATO HJ SUJAK

LAND & GENERAL BERHAD (5507-H) Annual Report 2013

YM TENGKU MARUAN TENGKU ARIFF

HOONG CHEONG THARD

LAND & GENERAL BERHAD (5507-H) Annual Report 2013

WING KWAN WINNIE CHIU

LAND & GENERAL BERHAD (5507-H) Annual Report 2013

LAND & GENERAL BERHAD (5507-H) Annual Report 2013

Dato Hj Zainal Abidin Putih Chairman 20 August 2013

LAND & GENERAL BERHAD (5507-H) Annual Report 2013

MANAGING DIRECTORS REPORT

LAND & GENERAL BERHAD (5507-H) Annual Report 2013

MANAGING DIRECTORS REPORT

130,799 43,499 33,120 30,369

44,202 13,878 10,213 10,213

30,214 30,950 29,682 29,682

37,611 17,714 15,315 15,315

7% 3% Property Education Others

FY 2013 549,657 327,018 119,661 0.55

FY 2012 475,959 282,451 119,661 0.47

FY 2011 347,799 256,653 119,661 0.43

FY 2010 325,570 231,842 119,661 0.39

FY 2009 351,572 200,168 598,305 0.33

LAND & GENERAL BERHAD (5507-H) Annual Report 2013

MANAGING DIRECTORS REPORT

Total Assets (RM000)

549,657 475,959 347,799 325,570 351,572

L&G

L&G