BORNOIL AnnualReport2014

CONTENTS
CORPORATE INFORMATION
DIRECTORS STATEMENT
3-4
DIRECTORS PROFILE
STATEMENT ON CORPORATE GOVERNANCE
6-11
AUDIT COMMITTEE REPORT
12-13
AUDIT COMMITTEE REPORT -TERMS OF REFERENCE
14-16
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL
17-19
CORPORATE SOCIAL RESPONSIBILITY (CSR) STATEMENT
20
STATEMENT ON DIRECTORS RESPONSIBILITY
21
FINANCIAL STATEMENTS
22-79
LIST OF PROPERTIES
80-81
STATEMENT OF SHAREHOLDINGS
82-83
STATEMENT OF WARRANT B (2008/2018) HOLDINGS
84-85
NOTICE OF ANNUAL GENERAL MEETING
86-88
STATEMENT ACCOMPANYING NOTICE OF

ANNUAL GENERAL MEETING
89
PROXY FORM
BOARD OF DIRECTORS
Teo Kiew Leong
(Executive Director)
John Lee Yan Hong @ John Lee
(Independent Non-Executive Director)
Tan Kok Chor
Michael Moo Kai Wah
AUDIT COMMITTEE
AUDITORS
Chairman
Tan Kok Chor
(Independent Non-Executive Director )
STYL Associates (AF-1929)

Chartered Accountants
107-B , Jalan Aminuddin Baki
Taman Tun Dr. Ismail ,
60000 Kuala Lumpur
Member
PRINCIPAL BANKERS
Member
Michael Moo Kai Wah
COMPANY SECRETARIES
Chin Siew Kim (L.S. 000982)
Chin Chee Kee (MIA 3040)
Alliance Bank Malaysia Berhad (88103-W)

Hong Leong Bank Berhad (97141-X)
HSBC Bank Malaysia Berhad (127776-V)
Malayan Banking Berhad ( 3813-K)
RHB Bank Berhad (6171-M)
Standard Chartered Bank Malaysia Berhad (115793-P)
Hong Leong Investment Bank Berhad (10209-W)
SOLICITORS
REGISTERED OFFICE
1st & 2nd Floor , Victoria Point ,
Jalan OKK Awang Besar ,
87007 , W.P. Labuan
Tel : 087-410509
Fax : 087-410515
REGISTRAR
Labuan Corporate Services Sdn Bhd
1st & 2nd Floor , Victoria Point ,
Jalan OKK Awang Besar,
87007 , W.P. Labuan
Tel : 087-410748
Fax : 087-410515
Jie Nyuk Choo & Co.

J. Ambrose & Partners
S. Vanugopal & Partners
STOCK EXCHANGE LISTING

Main Market
Bursa Malaysia Securities Berhad
Stock Name
: BORNOIL
Stock Code
: 7036
WEBSITE
www.borneo-oil.com.my
ANNUAL REPORT 2014
DIRECTORS STATEMENT
Dear Shareholders,
On behalf of the Board of Directors, I have pleasure to present
herewith the Annual Report of Borneo Oil Berhad and the Group for
the nancial year ended 31 January, 2014.
I believe most of you would have read our recent announcements made to Bursa Malaysia Securities Berhad on the Companys
corporate proposals involving par value reduction of its existing ordinary share of RM1.00 each, private placement and diversication
to other core businesses. The details of the corporate proposals and their rationales were as stated in the said announcements.
As at the date of this Annual Report, the necessary application which had since been made to the relevant authorities through our
Corporate Adviser, RHB Investment Bank Berhad, is now pending their approvals. The success of which will mark the beginning
of the Companys new milestone in the corporate era which would eventually place it and the Group in a much stronger nancial
footing and overall protability in the future. To be able to reach this far, I would like to take this opportunity to humbly express my
heartfelt thanks to all my fellow directors and management team for their continuing efforts and commitments as well as the relevant
government agencies and authorities, bankers, suppliers, franchisees, experts, auditors, advisors and all others who have one way
or another given their support and guidances.
Gold Mining Division

With the new venture into gold and related mining activities, the
Board is optimistic that, barring any unforeseen circumstances,
it will positively contribute to the Groups overall protability
in the future.The Companys rationale for entering into gold
mining is based on its strong belief that precious metals will
eventually be a benchmark for value and collateral against
pump priming activities of governments all over the world. This
is on the premise that the physical gold holding in the world,
based on 2013 statistic of 170,000 metric tons, represents only
less than 30% of the US Federal Reserve Debt alone, which is
now standing at over US$17 trillion, not taking into account
the total debt of the European Union. It is thus the Companys
belief that gold will become more and more a prominent feature
in determining values and collaterals in the near future.The
entry by the Groups mining division into gold mining is by way
of an operator agreement through an exclusive sub-contract
with Champmark Sdn Bhd on a 162.3 hectares mining lease
situated in the Merapoh Area, Pahang and registered under
Perbadanan Kemajuan Negeri Pahang in an area known as
Area 4-1 under mining lease ML 08/2008. Champmark Sdn
Bhd, through its holding company Federal Mining Resources
Ltds consultant, Minarco Mine Consult conducted in January
2012 a mineral resources and site review which had estimated
that there are both indicated and inferred resources of 4.02 tons
of gold in the alluvial. As for Hard Rock Resources, the internal
studies by Professor Li Sezhuan of Champmark Sdn Bhd had
estimated a potential of 30 tons of both indicated and inferred

gold reserve. We are currently in the process of conducting
exploration drilling under JORCs compliant standards to verify
the results before deciding on the processing methods and
design of the plants for the next phase in the mining operations.
Apart from area 4-1,there are 6 other mining leases awaiting
approval from the relevant authorities. Since the divisions
entry into gold mining activity, a total of 187,255 tons of
alluvial has been processed in which 43.405 kg of gold has
been recovered. During this short period, the Company has
experimented with various methods of recovering alluvial gold.
The rst phase of plants and equipments were installed in early
June 2014 and they are now in the commissioning stage. The
Company had also conducted an in depth research into the
recovery of gold from the existing tailings, standing at almost
900,000 tons as at June 2014. The designing of a suitable and
effective process to recover more gold from the same is now in
its nal stage. This new process is expected to be implemented
by the end of 2014. In order to mitigate various risks inherent
in the gold mining industry, the Group will among others,
employ more relevant personnels experienced in this eld as
well as to leverage on the technical expertise and experience
of Champmark Sdn Bhds geologists by working closely with
them in the area of exploration and matters related to it. The
next 12 to 36 months will be an exciting time for the mining
division.
ANNUAL REPORT 2014
DIRECTORS STATEMENT
Franchise Division
The Groups Fast Food and Franchise division continued to perform remarkably well. As I had mentioned in the previous Annual
Report for the year ended 31 January, 2013, the total number of outlets then was 62, out of which 6 were overseas. But as at now,
we have a total of 72 outlets, out of which 11 are overseas while an additional 17 new outlets are in the midst of opening. Recently
we have signed up Area Franchisees for the states of Johor and Sabah in Malaysia, while overseas we have signed up for West
Kalimantan, City of Jakarta and Medan respectively in Indonesia. Under the terms of the Area Franchise agreements, the franchisees
are committed to open minimum 20 outlets under their rst term of 5 years. This continuing achievement was due largely to our
proven established business models, consistent research and innovation by our R&D team in introducing creative and quality foods
that could cater to all ages and range of customers. The good relationship and close rapport our franchising, marketing and servicing
teams have with our valued franchisees, who constantly gave their feedbacks and supports further contributed to it.
Oil & Gas Division
Property & Management
In the case of our Oil, Gas & Energy related division, it had
While all the above divisions of the Group are actively involved
positioned itself to focus on renewable energy, bio-fuel and
in their respective activities, our Property and Management
activities related to the same. In pursuing this, the division had
division performed equally well as planned during the year and
participated in the implementation of bio-diesel storage tanks in
is expected to improve further in the future.
anticipation of the governments move into compulsory usage

of 5% Palm Oil Methyl Ethylene (POME) on diesel which will
On behalf of the Board, I would like to thank once again all
be on sale to all end users in all the petrol stations throughout
those that I have mentioned above, our loyal and dedicated
Malaysia. Shell Internationals subsidiary company, Shell Timur
employees and most of all, to all our shareholders who have
Sdn Bhd, had recently awarded the Company with a contract for
been with us throughout. It is our sincere wish that all of you will
the engineering, procurement, construction and commissioning
be rewarded for your support, loyalty and patience in the near
of 2 POME storage tanks facilities in Kuala Baram and Labuan
future. We assure you that the Board and our management team
respectively. Should the division perform well, there is a strong
will continue with our commitments and efforts to work diligently
possibility that more similar contracts will be awarded to our
to further strengthen the nancial stability and protability of the
Company as there are plans by the government to get all the
Company and the Group.
oil majors to build storage tanks all over the country to support
its bio-diesel roll out plan by the end of 2015. In addition to
My sincere thanks to all of you.
the above, the division is actively following up on an in depth

research with Frontier Bio-fractions LLC over the past few years
on its vertrolysis process which converts palm oil wastes and
biomass by-products to bio-fuel, bio-char and bio-gas. A pilot
plant is now in operation in Holyoke, Massachusetts, USA. The
division will make further studies and researches before deciding
in the very near future on the next course of action as to whether
Teo Kiew Leong
it will enter into any role in this process.
Executive Director
ANNUAL REPORT 2014
DIRECTORS PROFILE
Raymond Teo Kiew Leong
Executive Director
Raymond Teo Kiew Leong, aged 49, obtained his college education at Graphic Design & Photography, Regent Fine Art & Design
Academy, Kuala Lumpur. He has been with the Group since 1986.
Through his commitment and dedication, he progressed to become the head of the Graphic Department. With his active
involvement and contribution in restaurant development, he was subsequently promoted as the Regional General Manager
in 2003, to implement the same concept in Sarawak and West Malaysia. He has worked closely with Marketing, Operations,
Processing and Distribution within the Group towards achieving the Companys goals and aspirations.
In June 2005, he was appointed as a General Manager for SB Franchise Management Sdn Bhd to oversee all existing franchised
restaurants and new development of Sugar Bun of franchised restaurants locally and also overseas.
He is now an Executive Director in Borneo Oil Berhad responsible for the overall running of the Groups fast food, restaurant and
franchising division.
Tan Kok Chor

Independent Non-Executive Director
Tan Kok Chor, aged 64, was appointed to the Board of Borneo Oil Berhad on 21st August 2001. He has more than 5 years
experience in legal line which involved litigation, conveyancing and preparing legal documentation and related matters. He is also
a very experienced businessman involved in property investment. He holds various directorships in several other private limited
companies, incorporated in Malaysia.
Michael Moo Kai Wah

Michael Moo Kai Wah, aged 62, is a NonExecutive Director appointed to the Board of Borneo Oil Berhad on 15th January 2008.
He obtained his college education at the University of Hudderseld, United Kingdom in 1977 in Business Studies.
He had more than 10 years working experience in the United Kingdom and in Malaysia in accounting, tax, audit and secretarial
matters. He is also actively involved in his alma mater as board treasurer for the past 9 years.

John Lee Yan Hong @ John Lee, 44, obtained his Diploma in Music Production and Engineering at the Fullsail Centre of Arts in
Orlando, USA in 1993. Throughout his career, he has garnered vast experience in the music and entertainment industry. Having
joined the Southern Pacic Hotel Group in 1991, he immediately made an impact on the industry by introducing creative events
to assist the Parkroyal Chain of hotels. The hotel transformed and became known for its continuous party-fever events.
Having spent nearly a decade in various Asian Clubs and resorts, he then joined ASTRO as Hitz FMs Music Director/ Announcer
in 1996. In 2001 he was commissioned by Warner Music Asia as a music producer.
John Lee Yan Hong @ John Lee is currently an Independent Non-Executive Director of the Company.
ANNUAL REPORT 2014

The Board of Directors of Borneo Oil Berhad acknowledges that good corporate governance is vital to uphold business integrity and
to sustain the performance and protability of the Groups business operations. In this context, the Board strives to ensure that the
principles and best practices on structures and processes as set out in the Malaysian Code of Corporate Governance are practiced
throughout the Group as a fundamental part of discharging its responsibilities to protect and enhance shareholder value and nancial
performance of the Group.
The Board is pleased to present to the shareholders the following statement on corporate governance and the extent of compliance
with the best practices of the Malaysian Code On Corporate Governance pursuant to Paragraph 15.26 of the Main Market Listing
Requirements of Bursa Malaysia Securities Berhad throughout the nancial year ended 31 January 2014.
1.THE BOARD OF DIRECTORS
1.1 Roles and responsibilities
The Board is led and managed by experienced Directors with a wide range of expertise. The Board is responsible for
the Company in achieving the highest level of business conduct. Its duties and responsibilities include, amongst others, the
following :
S
S
S
S
S
S
S
,9J=9KH<9589EI57MC:H<9=BH9FB5@7CBHFC@GMGH9AG
GH56@=G<;C5@G:CFA5B5;9A9BH5B8ACB=HCFH<957<=9J9A9BHC:H<9G9;C5@G
DDFCJ9PB5B7=5@F9GI@HG5B8897@5F9 F97CAA9B88=J=89B8G
,9J=9KB9K=BJ9GHA9BH5B86IG=B9GGJ9BHIF9G
DDFCJ95BBI5@6I8;9HG5B875D=H5@9LD9B8=HIF9G
,9J=9K5B85DDFCJ9@CB;5B8A98=IAH9FAGHF5H9;=7D@5BG
DDFCJ9H<95DDC=BHA9BH5B8F9AIB9F5H=CBC:=F97HCFG5B8-9B=CFA5B5;9A9BHGH5::
The roles and functions of the Board including the executive and non-executive Directors are clearly dened in the Board
Charter which regulates how business is to be conducted by the Board in accordance with the principles of good Corporate
Governance.
1.2 Board composition and balance
The composition of the Board together bring a balance of skills and a wealth of experience to effectively lead and manage the
Company. The presence of the Independent Non-executive Directors fulll a pivotal role in corporate accountability as they
provide unbiased and independent judgement, advice and views.
For the nancial year ended 31 January 2014 , the Board has four(4) members comprising :
S
S
L97IH=J9=F97HCF
=B89D9B89BH(CBL97IH=J9=F97HCF
The Board composition complies with Chapter 15.02 of the Listing Requirements which require a minimum of 2 or 1/3 of the
Board to be independent directors.
A brief prole of each director is presented on page 5 of this Annual Report.
1.3 Board Meetings
The Board meets at quarterly intervals and on other occasions, as and when necessary, to inter-alia approve on quarterly results,
nancial statements, the annual report as well as to review the performance of the Group and other business development and
corporate activities .
For the Board to deliberate effectively on agenda of meetings, relevant meeting papers or proposals will be furnished prior to
and in advance of each meeting. This enables the Board to study the facts and have productive discussion and make informed
decision at the meeting.
Minutes of proceedings and resolutions passed at each Board and Board Committees Meetings are kept in the minutes book
at the registered ofce of the Company. In the event of a potential conict of interest, the Director in such position will make a
declaration to that effect as soon as practicable. The Director concerned will then abstain from any decision-making process in
which he has an interest in.
During the nancial year under review , ve (5) Board meetings were held. Details of the attendance of the Directors at the Board
Meetings are disclosed in their respective personal proles set out as follows:-
ANNUAL REPORT 2014

1.THE BOARD OF DIRECTORS (contd)
1.3 Board Meetings (contd)
Directors
Teo Kiew Leong
Tan Kok Chor
Michael Moo Kai Wah
No.of meetings attended

1 out of 5
5 out of 5
4 out of 5
5 out of 5
The Board is satised with the level of time commitment given by the Directors towards fullling their duties and responsibilities
as Directors of the Company. This is evidenced by their attendance at the Board and various Board Committees meetings
held during the year.
1.4 Directors Training
The Board fully supports the need for its members to further enhance their skills and knowledge on relevant new laws and
regulations and changing commercial risk to keep abreast with the developments in the economy, industry, technology and
the changing business environment within which the Group operates.
All the Directors have completed the Mandatory Accreditation Programme and Continuing Education Programme (CEP)
as required by Bursa Malaysia Securities Berhad. The Directors are mindful that they should receive continuous training in
order to broaden their perspectives and equip them with the necessary skills to effectively discharge their duties as Directors
of the Company.
1.5 Supply Of Information to the Board
The Board members were presented with comprehensive information concerning the performance and nancial status of
the Company at the Board Meetings. Each Director was provided with an agenda and a full set of the Board papers prior
to Board Meetings. This is issued in sufcient time to enable the Directors to prepare and deliberate on the issues prior to
the meeting.
Senior management members are also invited to attend Board Meetings to provide the Board with their views and
explanations on certain agenda items tabled to the Board, and to clarify on issues that have been raised by the Directors.
All Directors have access to the advice and services of the Company Secretaries, who is responsible for ensuring that Board
Meeting procedures are adhered to and that applicable rules and regulations are complied with. The Board is updated and
advised by the Company Secretaries from time to time on new statutes and directives issued by the regulatory authorities.
Where necessary, the Directors may engage independent professionals at the Groups expense on specialized issues to
enable the Board to discharge their duties with adequate knowledge on the matters being deliberated.
The proceedings and resolutions reached at each Board Meeting are recorded in the minutes of the meetings, which are
kept in the Minutes Book at the Registered ofce. Besides Board Meetings, the Board also exercise controls on matters that
require Boards approval through circulation of Directors Resolutions.
1.6 The Board Committees
To assist in the execution of its responsibilities, the Board has established a number of Board Committees.
a.
Audit Committee
The Audit Committee reviews issues of accounting policy and presentation for external nancial reporting, monitors
the work of the internal audit function and ensures an objective and professional relationship is maintained with the
external auditors. The Committee has full access to the auditors both internally and externally who, in turn, have access
at all times to the Chairman of the Committee. The Committee meets with the external auditors in the absence of
management, at the start of each meeting except for the Company Secretaries.
The report on the Audit Committee may be found on pages 12 to 16 .
ANNUAL REPORT 2014

1.THE BOARD OF DIRECTORS (contd)
1.6 The Board Committees (contd)
b.
Nominating Committee
The Nominating Committee comprises of all 3 independent non-executive directors.
The terms of reference of the Nominating Committee are as follows:
i.
To review regularly the Board structure, size and composition, and make recommendations to the Board with
regard to any adjustments that are deemed necessary and to recommend Directors to Committees of the Board;
ii.
To be responsible for identifying and nominating candidates for the approval of the Board to ll Board vacancies
as and when they arise;
iii. To review the required mix of skills and to assess the effectiveness of the Board, Committees of the Board and
contributions of Directors of the Board;
iv. To review the balance between Executive and Non-Executive Directors and to ensure at least one third (1/3) of the
Board is comprised of Independent Directors in compliance with the Listing Requirements;
v.
To recommend to the Board for the continuation (or not) in service of an Executive Director as an Executive or
Non- Executive Director;
vi. To recommend to the Board for the continuation (or not) in service of any Director who has reached the age of 70;
vii. To recommend Directors who are retiring by rotation to be put forward for re-election ; and
viii. To recommend to the Board the employment of the services of such advisers as it deems necessary to fulll its
responsibilities.
During the year, upon its assessment, the Nominating Committee was satised and has recommended that :
S
S
-<5F9<C@89FG5DDFCJ5@69GCI;<H5:H9F5HH<9:CFH<7CA=B;BBI5@!9B9F5@'99H=B;:CFH<9F99@97H=CBC:'F
'=7<59@
Moo Kai Wah who shall be retiring by rotation and have offered himself for re-election.
@@H<9=B89D9B89BH=F97HCFG<5J9F9A5=B98C6>97H=J95B8=B89D9B89BH=B9LDF9GG=B;H<9=FJ=9KG5B8=B9L9F7=G=B;H<9=F
decision making.
The Committee meets as and when required and at least once a year.
c.
Remuneration Committee
The Remuneration Committee is responsible for determining the level and make up of Executive Directors remuneration
for Borneo Oil Berhad and its subsidiaries so as to ensure that the Group attracts and retains the Directors of the
necessary caliber, experience and quality needed to run the Group successfully.
1.7 Appointment and Re-election of the Directors

The procedures for appointments to the Board are formal and transparent.
The Nominating Committee is responsible for making recommendations for any appointments to the Board by considering the
mix of skills, knowledge, expertise and experience which the Director(s) brings to the Board. For the position of independent
non-executive director, the Nominating Committee also evaluates the candidates caliber, credibility and necessary skill and
experience to being an independent judgement and endorsement.
The Companys Articles of Association provide that all Directors who are appointed by the Board are subject to election by
shareholders at the rst Annual General Meeting after their appointment.
In accordance with the Companys Articles of Association, one third (1/3) of the directors shall retire from ofce and be
eligible for re-election at each Annual General Meeting.
The Directors to retire in every year shall be those who have been longest in ofce since their last election, but as between
persons who become Directors on the same day those to retire(unless they otherwise agree among themselves) shall be
determined by lot.
Re-appointments are not automatic and all directors shall retire from ofce at least once in every three(3) years but shall be
eligible for re-election by shareholders in the Annual General Meeting.
Pursuant to Section 129 of the Companies Act, 1965, Directors who are or over the age of seventy(70) years shall retire
at every Annual General Meeting and may offer themselves for re-appointment to hold ofce until the next Annual General
Meeting.
In accordance with Bursa Malaysia Securities Berhad Main Market Listing Requirements , each member of the Board holds
not more than ten(10) directorships in public listed companies and not more than fteen(15) directorships in non-public listed
companies. This ensures that the Boards commitment, resources and time are focused on the affairs of the Group to enable
them to discharge their duties effectively
ANNUAL REPORT 2014

1. THE BOARD OF DIRECTORS (contd)
1.7 Appointment and Re-election of the Directors (contd)
The Directors who are due for re-election and/or re-appointment at the Annual General Meeting will rst be assessed by
the Nominating Committee, which will then submit its recommendation to the Board for deliberation and endorsement.
Thereafter, Shareholders approval will be sought for the re-election and/or re-appointment.
1.8. Audit Committee
The objective of the Audit Committee is to assist the Board to review the adequacy and integrity of the Companys and the
Groups internal control systems and management information systems. The composition, summary of activities and terms
of reference of the Audit Committee can be found in the Audit Committee Report of this Annual Report.
2.
DIRECTORS REMUNERATION
a.
Directors Remuneration
The Board endeavours to ensure that the levels of remuneration offered for directors are sufcient to attract and retain
people needed to run the Group successfully. In the case of Executive Directors, the component parts of remuneration
are structured to link rewards to corporate and individual performance. In the case of Non-Executive Directors, the
level of remuneration reects the contribution and level of responsibilities undertaken by the particular non-executive
concerned.
The details of Directors remuneration payable to all the Directors of the Company during the nancial year ended 31
January 2014 are as follows :Category of Directors
Fees
#Salary
Bonus
Benets-in-kind
Total
Executive Director
Non-Executive Directors
RM
96,000
130,000
RM
120,000
-
RM
-
RM
-
RM
216,000
130,000
Total
226,000
120,000
346,000
# The salary is inclusive of statutory employers contribution to Employees Provident Fund

The number of Directors whose total remuneration falls within the following bands for the nancial year ended 31
January 2014 is as follows :
Range of Remuneration
Number of Directors
Executive
Non-Executive
Director
Directors
Below RM50,000
RM50,001 to RM100,000
RM100,001 to RM150,000
RM150,001 to RM200,000
b.
1
-
3
-
Directors Continuing Development

Recognising the ever increasing demands of their role, the Directors of the Company have continued to attend and
participate in various programmes which they have individually or collectively considered as relevant for them to keep
abreast with the changes in regulation and trends in the business practices, environment and markets.
From time to time, the Board will be updated on the companies and securities legislations and other relevant rules and
regulations at the Board meetings , in order to acquaint them with the latest developments in these areas.
The Company Secretaries facilitate the participation of the Directors in the external training programmes.
The Board is responsible for the overall corporate governance of the Group, including its strategic plan, overall
management and business performance, management of principal risks and controls.
It focuses mainly on the Groups responsibilities as follows:
-
identifying principal risks and ensuing the implementation of appropriate systems to manage these risks.
reviewing and adopting a strategic business plan for the Group.
overseeing the conduct of the Companys business to evaluate whether the business is being properly managed.
ANNUAL REPORT 2014

3.
INVESTOR RELATIONS AND SHAREHOLDER COMMUNICATION

(i)
Dialogue with Shareholders and Investors

The Board acknowledges the need for shareholders to be informed of all material business matters affecting the
Company. In addition to various announcements and disclosures made to Bursa Malaysia Securities Berhad during
the nancial year under review, the timely release of nancial results on a quarterly basis provides shareholders with an
overview of the Groups performance and operations. The Board has maintained an effective communication policy
that enables the Board to convey information with regards to the Groups performance, corporate strategy and other
matters that affect shareholders interests.
The Companys website, www.borneo-oil.com.my also provide shareholders and the public quick access to corporate
information, nancial statements, news and events relating to the Group.
(ii)
The Annual General Meeting

The Annual General Meeting (AGM) represents the principal forum for dialogue with shareholders. Besides the usual
agenda for the AGM , the Board encourages shareholders to participate through questions on the business activities
of the Group. The Directors and external auditors are available to respond to questions from shareholders during the
meeting.
A full explanatory statement of the effects of the proposed resolutions will accompany each item of special business
as mentioned in the notice of meeting.
4.
ACCOUNTABILITY AND AUDIT

(a) Financial Reporting
In presenting the annual nancial statements and quarterly announcement of results to shareholders, the Directors aim
to present a balanced and understandable assessment of the Groups position and prospects.
The Directors consider that in preparing the nancial statements, the Group has used appropriate accounting policies,
consistently applied and supported by reasonable and prudent judgements and estimates.
All accounting standards which the Board considers to be applicable have been followed, and the nancial statements
represent a true and fair assessment of the Company and the Groups nancial position. The Board vested responsibilities
on the Audit Committee to ensure that the Company maintains proper accounting records, review and assess the
accuracy and adequacy of all the information to be disclosed and ensure that the nancial statements are in compliance
with the Companies Act, 1965, the Main Market Listing Requirements and applicable approved accounting standards
in Malaysia.
A statement by the Directors of their responsibilities for the nancial statements is incorporated within the Directors
Report and Statement by Directors.
(b) Related Party Transactions
The Company practices an internal compliance framework in identifying and assessing related party transactions.
The Board, through the Audit Committee reviews all related party transactions. A Director who has an interest in a
transaction must abstain from deliberation and voting on the relevant resolution in respect of such transaction.
(c ) Internal Control
The Directors acknowledge their responsibility for the Groups system of internal controls, which is designed to identify
and manage the risks facing the business in pursuit of its objectives. The system of internal control covers management
and nancial risks, organizational, operational and compliance controls to safeguard shareholders investments and
the Groups assets. This system, by its nature, can only provide reasonable and not absolute assurance against
misstatement or loss.
The Board undertakes ongoing reviews of the key operational and nancial risks facing the Groups businesses together
with those areas relating to compliance with laws and regulations. The monitoring arrangements in place give reasonable
assurance that the structure of controls and operation is appropriate to the Companys and the Groups situation and
that there is an acceptable level of risk throughout the Groups businesses.
The state of internal control within the Group and reports of the results are set out in the Statement on Risk Management
and Internal Control.
10
ANNUAL REPORT 2014

4.
ACCOUNTABILITY AND AUDIT (contd)

( d) Relationship with the Auditors
The Audit Committee and the Board have established formal and transparent arrangements with the Companys
external auditors to maintain appropriate relationship in seeking professional advice and ensuring compliance with the
accounting standards and statutory requirements.
The external auditors will from time to time highlight to the Audit Committee and the Board of Directors on matters that
require the Boards attention.
The Audit Committee had on certain meetings , met up with the external auditors without the presence of the Executive
Directors and Management during the nancial year ended 31 January 2014.
5.
ADDITIONAL COMPLIANCE INFORMATION

i.
Share Buy-Back
The Company had obtained its shareholders approval at the Extraordinary General Meeting to buy back shares of the
Company.
Treasury shares relate to ordinary shares of the Company that are held by the Company. The amount consists of the
acquisition costs of treasury shares net of proceeds received on their subsequent sale or issuance.
The Company acquired 420,000 (2013 Nil) shares in the Company through purchase from the open market during
the nancial year. The total amount paid to acquire the shares was RM194,593 (2013-Nil) and this was presented as a
component within shareholders equity. The average cost paid for the shares repurchased during the nancial year was
RM0.46 (2013-Nil) per share, including transaction costs, and the repurchase transactions were nanced by internally
generated funds. The shares repurchased are being held as treasury shares.
As at 31 January 2014 , the Company has 420,000 (2013 Nil) ordinary shares held as treasury shares.
ii.
Options, Warrants or Convertible Securities

The Company has not issued any options, warrants or convertible securities during the nancial year, other than the
granting/exercise of options under the Employees; Share Option Scheme as disclosed in the Directors Report.
The exercise period for the warrants 2008/2018 is ten years commencing from 29 February 2008 and expiring 28
February 2018.
iii.
American Depository Receipt (ADR) or Global Depository Receipt (GDR) Programme

During the nancial year , the Group did not sponsor any ADR or GDR programme.
iv.
Non-Audit Fees
The amount of Non-audit fees amounting to RM164,115.00 were paid to the external auditors for the services rendered
in connection with the audit for the nancial year ended 31st January 2014.
v.
Prot Guarantees
There were no prot guarantees given by the Group during the nancial year ended 31 January 2014.
vi.
Variance in results
There were no material variances of 10% or more in the prot after tax and minority interest between the audited and
unaudited results announced for the nancial year ended 31 January 2014.
vii. Imposition of sanctions and penalties

There were no sanctions or penalties imposed on the Company and its subsidiaries, directors or management by the
relevant regulatory bodies during the nancial year ended 31 January 2014.
6.
COMPLIANCE TO THE CODE

The Board of Directors of Borneo Oil Group is of the opinion that the Group is in compliance with the principles of and best
practices in corporate governance throughout the nancial year ended 31 January 2014.
ANNUAL REPORT 2014
11

The Board of Directors of Borneo Oil Berhad is pleased to present the Audit Committee report for the nancial year ended 31st
January 2014 in compliance with Paragraph 15.15 of the Main Market Listing Requirement.
COMPOSITION
The Audit Committee was established in July 1999 to act as a committee for the Board of Directors. It comprises of 3 independent
non-executive Directors as follows, in compliance with Paragraph 15.09(1)(a) of the Main Market Listing Requirement :
Tan Kok Chor
(Chairman)
(Independent Non Executive Director)
(Member)
Michael Moo Kai Wah
(Member)
OBJECTIVES
The principal objectives of the Audit Committee are :1.
to assist the Board of Directors in fullling its duciary responsibilities by ensuring that the results of internal and external audit
ndings are fully considered and properly resolved.
to ensure compliance with Paragraph 15 , Part C of the Bursa Malaysia Securities Berhad (BURSA) Listing Requirements.
to ensure the independence of the External Auditors , the integrity of management and the adequacy of disclosures to
shareholders.
2.
3.
TERMS OF REFERENCE
The Audit Committee is governed by the Terms of Reference as stipulated on pages 14 to 16 of the Annual Report. All the
requirements under the Terms of Reference were fully complied with.
MEETINGS
During the nancial year under review, the Audit Committee held Four(4) meetings.The Meeting attendance record of the members
are as follows :
Name of Members
Tan Kok Chor
Michael Moo Kai Wah
No. of meetings attended

4/4
4/4
4/4
SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE

During the nancial year ended 31st January 2014 , the Audit Committee undertook the following activities :S
,9J=9KC:H<9IB5I8=H98EI5FH9F@MF9DCFHGCBH<97CBGC@=85H98F9GI@HGC:H<9!FCIDDF=CFHCGI6A=GG=CBHCH<9C5F8:CF=HG
approval before the quarterly announcements to Bursa Malaysia Securities Berhad (Bursa) were made.
,9J=9KC:H<95I8=HD@5B5GDFCDCG986MH<99LH9FB5@5I8=HCFG
=BH9FAGC:H<9B5HIF95B89LH9BHC:H<95I8=HDFC798IF9G

signicant accounting and audit issues, impact of new or proposed changes in the accounting standards and any other
regulatory requirements.
,9J=9KC:H<95I8=HD@5BGC:H<9=BH9FB5@5I8=HCF:CFH<9PB5B7=5@M95FIB89FF9J=9K
,9J=9KC:H<9M95F9B8PB5B7=5@GH5H9A9BHGHC;9H<9FK=H<9LH9FB5@5I8=HCFGF9DCFH=BF9@5H=CBHCH<9=F5I8=HPB8=B;G5B8Hhe
accounting issues arising from the audit of the Companys and of the Groups annual nancial results before submitting its
recommendation to the Board for approval.
,9J=9KC:D9FH=B9BH=GGI9GF5=G986MH<9=BH9FB5@5I8=HCF
,9J=9KC:H<9H9FAGC:F9@5H98D5FHMHF5BG57H=CBG5B8F97IFF9BHF9@5H98D5FHMHF5BG57H=CBG
=:5BM
9BH9F98=BHC6MH<9!FCID
,9J=9KC:H<9!FCIDG7CFDCF5H99L9F7=G9G=B7@I8=B;H<9F9GHFI7HIF=B;G7<9A9
S
S
S
S
S
S
12
ANNUAL REPORT 2014

SUMMARY OF ACTIVITIES OF THE INTERNAL AUDIT FUNCTION
The internal audit function is outsourced and independent of the operations of the Group. It provides reasonable assurance that the
Groups system of internal control is satisfactory and operating efciently. The internal auditor adopts a risk based approach towards
the planning and conduct of audits that are consistent with the Groups framework in designing, implementing and monitoring of its
internal control system.
Upon completion of the audits, the internal auditor is to closely monitor the implementation progress of the recommendations made
in order to assure that Management has duly addressed all major risks and control issues. All audit reports on the results of work
undertaken together with the recommended action plans and the implementation status were presented to the Management and
the Committee.
REVIEW OF SHARE OPTION SCHEME

The Companys Employee Share Option scheme (ESOS) is governed by the by-laws approved by the shareholders at an
Extraordinary General Meeting held on 28 December 2011. The ESOS was implemented on 28 February 2012 and is to be in force
for a period of 5 years from the date of implementation, with extension of a further 5 years.
The total number of shares to be issued under the ESOS shall not in aggregate exceed 15% of the issued and paid up share capital
of the Company at any point of time during the tenure of the ESOS. Some of the main features are disclosed and explained in the
nancial statements.
ANNUAL REPORT 2014
13

-TERMS OF REFERENCE
CONSTITUTION
The Audit Committee was formed by the Board pursuant to its meeting in July 1999 .
MEMBERSHIP
The members of the Audit Committee shall be appointed by the Board from amongst their number and shall comprise no fewer
than three(3) directors all of whom shall be Non-Executive Directors. The majority of the Audit Committee members shall be
independent directors. An Independent Director shall be a director who fulls the requirements as provided in the Bursa Malaysia
Securities Berhad Main Market Listing Requirements.
An alternate director shall not be appointed as a member of the Audit Committee.
At least one(1) member of the Audit Committee must be :
a.
b.
A member of the Malaysian Institute of Accountants (MIA) ; or

If he/she is not a member of MIA, he/she must have at least three(3) years of working experience and ;i.
passed the examinations specied in Part 1 of the First Schedule of the Accountants Act 1967 ; or
ii.
is a member of one of the associations of accountants specied in Part II of the First Schedule of the Accountants Act
1967 ; and
Fullls such other requirements as prescribed or approved by Bursa Malaysia.
c.
The members of the Audit Committee shall elect a Chairman from amongst their number who shall be an independent Director.
If a member of the Audit Committee resigns, dies, or for any reason ceases to be a member with the result that the number of
members is reduced to below three(3) , the Board shall within three(3) months of that event appoint such number of new members
as may be required to ll the vacancy.
The terms of ofce and performance of the Audit Committee and each of its members shall be reviewed by the Board periodically
to ensure their duties are carried out accordingly.
MEETINGS
To form a quorum, the majority of the members present must be Independent Directors and one of whom shall be the Chairman
of the Audit Committee.
The Audit Committee shall be able to convene meetings with the external and internal auditors or both without the presence of
any other directors or employees whenever it deems necessary. The external and internal auditors have the right to appear and
be heard at any meeting of the Audit Committee.
The Company Secretary shall be the Secretary of the Audit Committee. Minutes of the meetings shall be duly entered in the books
provided thereof.
The Audit Committee normally meets four (4) times annually on a quarterly basis although additional meetings may be called
at any time whenever necessary. Representatives from the internal auditors will attend the meetings, if required. Other Board
members may attend the meeting upon invitation of the Audit Committee.
Each Audit Committee member receives written reports and supporting information , including operating results, comprehensive
review and analysis, at least one week ahead of the Audit Committee meeting. Prior to each meeting , the members are provided
with an agenda and full set of Audit Committee papers for each agenda item to be discussed at the meeting. This is issued in
sufcient time to enable the members to obtain further explanations, where necessary, in order to be briefed properly before the
meeting.
AUTHORITY
The Audit Committee is authorized by the Board to:1.
2.
investigate any activity within its terms of reference;

seek any information it requires from any employee and all employees are directed to cooperate with any request made by
the Audit Committee;
communicate directly with the internal and external auditors, as well as the members of the top management on a continuous
basis in order to be informed and updated with matters related to the Company;
obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant
experience and expertise if it considers this necessary;
promptly report such matter to Bursa Malaysia Securities Berhad where the Audit Committee is of the view that the matter
reported by it to the Board has not been satisfactorily resolved resulting in a breach of the Listing Requirements .
3.
4.
5.
14
ANNUAL REPORT 2014

-TERMS OF REFERENCE
AUTHORITY
The Audit Committee is authorized by the Board to:1.
2.
3.
4.
5.
investigate any activity within its terms of reference;

seek any information it requires from any employee and all employees are directed to cooperate with any request made by
the Audit Committee;
communicate directly with the internal and external auditors, as well as the members of the top management on a continuous
basis in order to be informed and updated with matters related to the Company;
obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant
experience and expertise if it considers this necessary;
promptly report such matter to Bursa Malaysia Securities Berhad where the Audit Committee is of the view that the matter
reported by it to the Board has not been satisfactorily resolved resulting in a breach of the Listing Requirements .
DUTIES AND FUNCTIONS

The duties and functions of the Audit Committee shall be :1.
External Audit
i.
ii.
iii.
iv.
2.
Internal audit
i.
ii.
iii.
iv.
v.
vi.
3.
To Consider the appointment of the external auditors, the audit fee and any question in relation to resignation or
dismissal of the external auditors before making recommendation to the Board.
To review and discuss with the external auditors, before the audit commences, the nature and scope of audit, and
ensure coordination where more than one (1) audit rm is involved;
To discuss issues, problems and reservations arising from the interim and nal audit, and any matter the auditors may
wish to discuss and ;
To review external auditors management letters and managements response.
To review the adequacy of the scope, functions, competency and resources of the internal auditors, and that it has the
necessary authority to carry out its work ;
To Review the internal audit programme, consider the major ndings of internal audits and Managements responses,
and ensure coordination between the internal and external auditors.
To review the audit reports.
To direct and where appropriate supervise any special project or investigation considered necessary.
To prepare periodic reports to the Board summarizing the work performed in fullling the Audit Committees primary
responsibilities.
To determine the remit of internal audit function which reports directly to the Audit Committee. The internal audit
function should be independent of the activities they audit and should be performed with impartiality, prociency and
due professional care.
Financial Reporting Review

To review with the management and the external auditors the quarterly results and year end nancial statements prior to the
approval by the Board, focusing particularly on :
(a)
Any change in accounting policies and practices.
(b)
Signicant and unusual events.
(c)
Major judgmental areas.
(d)
Signicant adjustments resulting from the audit.
(e)
The going concern assumption.
(f)
Compliance with accounting standards.
(g)
Compliance with other legal requirements and the Main Market Listing Requirements.
ANNUAL REPORT 2014
15

-TERMS OF REFERENCE
DUTIES AND FUNCTIONS (Contd)
4.
Related Party Transactions

To review any related party transaction and conict of interest situation that may arise in the Company including any
transaction, procedure or course of conduct that raises the questions of management integrity.
5.
Risk Management
To review the adequacy and effectiveness of risk management practices and procedures as well as conducting risk proling
reviews on the Company , on a quarterly basis.
6.
Internal Control
To keep under review the effectiveness of internal control systems and the internal and/or external auditors evaluation of
these systems .
7.
Other Matters
a)
b)
c)
d)
e)
f)
To arrange for periodic reports from Management, the external auditors and the internal auditors to assess the impact of
signicant regulatory changes, and accounting or reporting developments proposed by accounting and other bodies,
or any signicant matter that may have a bearing on the annual examination.
To discuss problems and reservations arising from the internal audits, interim and nal audits, and matters whereby
both the internal and external auditors may wish to discuss.
To review the ESOS allocation to ensure that it is in compliance with the criteria as approved by the ESOS Committee
and the By-laws.
To consider the major ndings of internal investigation and the managements responses.
To report to Bursa Malaysia Securities Berhad any breach of the Listing Requirements which has not been satisfactorily
resolved.
Carrying out any other functions that may be mutually agreed upon by the Audit Committee and the Board.
REPORTING PROCEDURES
The secretary shall circulate the minutes of meetings of the Audit Committee to all members of the Board.
16
ANNUAL REPORT 2014
STATEMENT ON RISK MANAGEMENT

AND INTERNAL CONTROL
(Pursuant to paragraph 15.27 (b) of Bursa Malaysia Securities Main Market Listing Requirements and Practice Note No. 9 and as
guided by the Statement on Internal Control : Guidance for Directors of Public Listed Companies)
The Board of Directors of Borneo Oil Berhad is pleased to provide the following statement as a group for the nancial year ended
31 January 2014 .
During the year under review , Borneo Oil Berhad and its subsidiaries (Group) continued to enhance its system of internal control
and risk management in order to better quantify its compliance with the Malaysian Code on Corporate Governance and Bursa
Malaysia Securities Main Market Listing Requirements.
Board Responsibility
The Board acknowledges the importance of having an effective internal control system and a well structured risk management
framework to safeguard the interest of shareholders, customers, employees and as well as the Groups assets. The Board
understands its overall responsibility for establishing an efcient and effective system of internal control covering not only nancial
controls but also relating to operational, compliance and risk management and for reviewing the adequacy and integrity of
the system. However due to the limitations that are inherent in any system of internal control, those systems are designed to
manage rather than eliminate the risk of failure to achieve business objectives, and can only provide reasonable and not absolute
assurance against material misstatement or loss.
The Board has established an ongoing process for identifying, evaluating and managing the principal risks faced, or potentially
exposed to, by the Group in pursuing its business objectives. The process is being continually monitored and reviewed for its
adequacy and effectiveness to ensure it is in accordance with the Internal Control Guidance.
The Groups system of internal control can be summarised as follows:
1.
Risk Management framework

The Board and management are proactive in identifying signicant risks associated with its business processes. The Risk
Management committee coordinate the implementation of an enterprise-wide risk management programme for the Group.
Several meetings were conducted to review and re-evaluate the risk proles identied by the respective business units within
the Group as well as assessing the effectiveness of the controls in place to address those risks.
2.
Internal Audit Function

The Board acknowledges the importance of internal audit function and has in place an internal audit unit which reports
directly to the Audit Committee on a quarterly basis. The internal audit function adopts a risk-based approach in developing
its audit strategy and plan which focuses on identifying principal risks affecting the achievement of the Groups business
objectives, assessing the likelihood and impact of these risks, evaluating the effectiveness of the existing controls in place
and formulating action plans to improve the internal control system.
During the year, scheduled internal audit visits were carried out by the internal audit unit based on the audit plan presented
to and approved by the Audit Committee. On a quarterly basis, the internal auditors report to the Audit Committee on areas
for improvement and will subsequently follow up to ensure that corrective actions on reported weaknesses are remedied
within the required time frame by the Management of the respective subsidiaries.
As part of the ongoing process, the Internal Auditor has conducted detailed risk audits on the following areas as identied
in the approved audit plan:
(a)
(b)
(c)
(d)
(e)
(f)
(g)
Review of business planning and strategic Management,

Review of credit assessment , granting of credit limits and terms,
Policies and procedures review on inventories management,
Review of sales and marketing strategies and development,
Review of cash sales monitoring recoverability,
Review of human resource management,
Policies and procedures Review on production planning and monitoring.
ANNUAL REPORT 2014
17

2.
Internal Audit Function (contd)

Key Elements of Internal Control
The Group has also put in place the following key elements of internal control :
S

S
S
S

S
S
BCF;5B=G5H=CB5@GHFI7HIF9K=H<K9@@89PB98G7CD9C:F9GDCBG=6=@=H=9G
577CIBH56=@=H=9G5B85DDFCDF=5H9@9J9@C:89@9;5H98
authorities ;
DFC79GGC:<=9F5F7<=75@F9DCFH=B;K<=7<DFCJ=89G:CF58C7IA9BH985B85I8=H56@9HF=5@C:577CIBH56=@=HM
,9;I@5FJ=G=HGHCCD9F5H=B;IB=HG5B87@CG9=BJC@J9A9BH=B85=@MCD9F5H=CBC:H<9!FCID6MH<9L97IH=J9=F97HCF5B8
Senior management ;
,9;I@5F5B87CADF9<9BG=J9=B:CFA5H=CBDFCJ=898HCA5B5;9A9BH7CJ9F=B;6CH<PB5B7=5@5B8CD9F5H=CB5@D9F:CFA5B79
and key business indicators, for effective monitoring and decision making;
,9;I@5FC5F85B8I8=HCAA=HH99A99H=B;G5F9<9@8HC=89BH=:M5B8F9GC@J9CD9F5H=CB5@5B8PB5B7=5@=GGI9G
.<9I8=HCAA=HH99F9J=9KG5B8<C@8GA99H=B;GK=H<A5B5;9A9BHCBH<9DFCDCG9857H=CBHC69H5?9BCBG=;B=P75BH
internal control issues identied by internal and external auditors.
The key processes that the Directors have established in reviewing the adequacy and integrity of the system of internal
control are as follows :
(a)
(b)
(c)
(d)
(e)
(f)
The Groups internal audit function reports to the Audit Committee. The Audit Committee, on behalf of the Board,
reviews and holds discussions with management on the action taken on internal control issues identied in reports
prepared by the internal auditors and the management.
An accounting system which ensures that all nancial transactions are correctly recorded, collated and consolidated
into the monthly and quarterly management nancial statements, allowing management to focus on areas of material
change. A data backup system is in place to ensure recovery of information in the event of untoward incidents.
Investment decisions are documented and approved by the Board for the acquisition or disposal of business operations,
acceptance of projects, application of capital expenditure and approval on borrowings.
Staff recruitment goes through a process and there is a performance appraisal system as well as training and
development programs in place to achieve the objective of ensuring staff are competent to carry out their duties and
responsibilities.
The Audit Committee and the Board monitor and review the Group performance and nancial results at their quarterly
meetings ; and
Authority limits are dened for board members and senior management within an appropriate organization structure.
The above processes serve to ensure that there is a platform for the timely identication, evaluation and management of
signicant risks affecting the business.
The Board recognizes the importance of risk management, as such the control processes are reviewed by the Board on
an ongoing basis for identication and mitigation of the major risks within the Group. Besides this, the participation of the
executive director in the daily activities has also reduced the business and operational risks of the Group. The executive
director and senior management regularly organized informal meetings for purpose of identifying and managing the business
risk of the Group.
3.
Authority Levels
The Group has delegated certain authority limits to the directors for which decisions were made on signicant transactions.
The approval of capital and revenue proposals above certain limit is reserved for decisions by the Board. Other investment
decisions are delegated for approval in accordance with authority limits. Comprehensive appraisal and monitoring procedures
are applied to all major investment decisions.
The authority of Directors is required for decisions on key treasury matters including nancing of corporate and investment
funding requirements , interest rate risk management , investments, insurance and designation of authorized signatories.
4.
Financial Performance
Interim nancial results are reviewed and approved by the Audit Committee, then nal approval from the Board before release
to Bursa Malaysia Securities Berhad. The full years nancial results and analysis of the Groups state of affairs are disclosed
to shareholders after review and audit by the external auditors.
18
ANNUAL REPORT 2014

5.
Internal Compliance
The Group monitors compliance with its internal nancial controls through management reviews and reports which are
internally reviewed by key personnel. Updates of internal policies and procedures are undertaken to reect changing risks
or resolve operational deciencies. Internal audit visits are systematically arranged over specic periods to monitor and
scrutinize compliance with procedures and assess the integrity of nancial information provided.
In addition to the risk management and internal audit function , the Board has put in place an organizational structure with
clearly dened lines of responsibility and delegation of authority , allowing internal checks and balances. The Group has also
developed and made available to employees an Employee Handbook that highlights policies with respect to health and
safety , training , entitlements , benets and serious misconduct.
In overseeing the Groups businesses, the Board continually strives for an appropriate balance between control and
empowerment. Through the managements periodic review of performance and operational reports, as well as attending
management meetings, the day-to-day affairs of the Group are closely monitored.
Regular Board meetings are held to discuss and decide on policies and major business matters , while the management
Committees discussions , briengs and meetings are held from time to time to :
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
(viii)
Monitor and assess the business performance ;

Manage the operational controls;
identify , discuss and resolve nancial and key management issues ;
Review the risks and controls of the businesses ;
Deliberate on the investment proposals ;
Discuss appropriate tax planning measure and plans ;
Consider issues of corporate governance and business practices , and
Review and evaluate the information technology requirements and systems support of the various subsidiaries.
The Boards conclusion

The Board consistently believe that by maintaining a balanced achievement of its business objectives and operational efciency,
it will bring about a better and more effective performance and results of the Group. As such , the Board is of the view that the
system of internal controls being instituted throughout the nancial year ended 31 January 2014 is sound and effective. Reviews
of all the control procedures will be continuously carried out to ensure the ongoing effectiveness and adequacy of the systems
of internal control, so as to safeguard shareholders investment and the Groups interest and assets. No major internal control
weaknesses were identied during the year under review nor have any of the reported weaknesses resulted in any material losses
or contingencies requiring disclosure in the Groups Annual Report.
The Board of Directors of Borneo Oil Berhad

Date : 23rd June 2014
ANNUAL REPORT 2014
19
CORPORATE SOCIAL RESPONSIBILITY (CSR)

STATEMENT
The Board of Directors of Borneo Oil Berhad views corporate social responsibility (CSR) as an integral part of the business
activities and consistent with being a responsible organization, not only just about delivering quality products and services and
generating attractive economic returns to the shareholders and customers.
Caring for the community , protecting the environment and ensuring the welfare of the employees and customers are in harmony.
The Directors are of the opinion that a well balanced economic growth, environmental protection and social progress can be
achieved with proper efforts implemented.
In order to achieve this objective , the Directors will periodically review the Companies policies , monitor and where necessary
improved on the continuous performances through its corporate social responsibility programmes in an ethically and professionally
manner.
The various elements of the Corporate Social Responsibility programmes are reected through the following policies :
Workforce
The Directors believe that dedicated and competent workforce is paramount to the key success of the business of the Group.
Therefore , the Directors will continue to invest in human resource developments to ensure proper trainings are given to the
employees to further enhance their skills and knowledge.
Safety and Health
The Directors are committed to provide a safer and healthier environment for the employees and customers and to minimize any
preventable accidents and health hazards that may occur in any of the business premises.
Environment
The Directors are also committed to seek in the operations continuous improvements to minimize any negative impact on the
environment.They are to ensure that the business activities are conducted in compliance with approved applicable environmental
rules and regulations.
Community
The Directors are committed to provide continuous support to various activities as carried out by the charitable organizations
throughout Malaysia.
The Directors will strive to continuously review and improve on the Corporate Social Responsibility programmes as times change
to fully support the growth direction of the Group.
20
ANNUAL REPORT 2014
STATEMENT OF DIRECTORS RESPONSIBILITY IN

RELATION TO THE FINANCIAL STATEMENTS
(Pursuant to Paragraph 15.27(a) of the Listing Requirements of Bursa Malaysia Securities Berhad).
The nancial statements of the Group and of the Company are properly drawn up in accordance with the Financial Reporting
Standards in Malaysia and the provisions of the Companies Act, 1965 so as to give a true and fair view of the state of affairs of
the Group and of the Company as at 31 January 2014 and of the results of its operations and cash ows for the year ended on
that date .
The Directors consider that in preparing the nancial statements of the Group and of the Company for the nancial year ended
31 January 2014 :
S
5DDFCDF=5H95DD@=756@95DDFCJ98577CIBH=B;GH5B85F8G5B8DC@=7=9G<5J9699BIG985B87CBG=GH9BH@M5DD@=98
S
F95GCB56@95B8DFI89BH>I8;A9BHG5B89GH=A5H9GK9F9A589
S
5@@5DD@=756@9 =B5B7=5@,9DCFH=B;-H5B85F8G
H<9'5@5MG=5BCAD5B=9G7H
5B8H<9&=GH=B;,9EI=F9A9BHGC:
Bursa Malaysia Securities Berhad and other statutory requirements in Malaysia have been complied with ; and
S
7CBPFA98H<5HH<9PB5B7=5@GH5H9A9BHG5F9DF9D5F98CB5;C=B;7CB79FB65G=G
The Directors are responsible for ensuring that the accounting and other records and registers required by the Malaysian
Companies Act,1965 to be retained by the Company and its subsidiaries have been properly kept in accordance with the
provisions of the said Act.
The Directors also have general responsibilities for taking such steps that are reasonably available to them to safeguard the assets
of the Group and of the Company, and to prevent and detect fraud and other irregularities.
ANNUAL REPORT 2014
21
FINANCIAL
CONTENTS
DIRECTORS REPORT
STATEMENT BY DIRECTORS/ STATUTORY DECLARATION
AUDITORS REPORT
23 - 26
27
28 - 29
STATEMENTS OF FINANCIAL POSITION
30
STATEMENTS OF COMPREHENSIVE INCOME
31
STATEMENTS OF CHANGES IN EQUITY
32 - 33
STATEMENT OF CONSOLIDATED CASH FLOWS
34 - 35
NOTES TO THE FINANCIAL STATEMENTS
36 - 79
DIRECTORS REPORT
The Directors have pleasure in submitting their report and the audited nancial statements of the Group and of the Company for the
nancial year ended 31 January 2014.
PRINCIPAL ACTIVITIES
The Companys principal activities are investment holding and provision of corporate and management services to the Group.
All other operational activities of the Group are undertaken by respective subsidiaries and are disclosed in Note 6 to the nancial
statements.
There have been no signicant changes in the nature of these activities during the nancial year.
FINANCIAL RESULTS
Net loss after taxation attributable to owners of the parent
GROUP
RM
COMPANY
RM
3,107,165
917,187
DIVIDENDS
No dividends have been paid or declared by the Company since the end of the previous nancial year.
The Directors do not recommend the payment of any dividend for the current year.
ISSUE OF SHARES AND DEBENTURES

During the nancial year, the Company increased its issued and paid-up ordinary share capital from RM199,194,600 to RM210,244,600
by way of the issuance of 11,050,000 ordinary shares of RM1 each through exercise of Employee Share Option Schemes (ESOS).
No debentures were issued during the nancial year.
RESERVES AND PROVISIONS

There were no material transfers to or from reserves or provisions during the nancial year other than those disclosed in the nancial
statements.
EMPLOYEE SHARE OPTIONS SCHEME (ESOS)

The Companys ESOS is governed by the by-laws approved by the shareholders at an Extraordinary General Meeting held on 28
December 2011. The ESOS was implemented on 28 February 2012 and is to be in force for a period of 5 years from the date of
implementation, with extension of a further 5 years.
The main features of the ESOS and the movements in the share options for the year ended 31 January 2014 are disclosed in Note
17 to the nancial statements.
ANNUAL REPORT 2014
23
DIRECTORS REPORT (Contd)

INFORMATION ON THE FINANCIAL STATEMENTS
Before the statements of prot or loss and other comprehensive income and statements of nancial position of the Group and of the
Company were made out, the Directors took reasonable steps:
a.
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 have satised themselves that all known bad debts have been written off and that adequate allowance had been
made for doubtful debts; and
b.
to ensure that any current assets which were unlikely to be realised in the ordinary course of business including their values as
shown in the accounting records of the Group and of the Company have been written down to an amount which they might be
expected so to realise.
At the date of this report, the Directors are not aware of any circumstances:
a.
which would render the amount written off for bad debts or the amount of the allowance for doubtful debts in the nancial
statements of the Group and of the Company inadequate to any substantial extent; or
b.
which would render the values attributed to current assets in the nancial statements of the Group and of the Company
misleading; or
c.
which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the
Company misleading or inappropriate.
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 nancial year which, in the opinion of the Directors, will or may substantially affect the ability of the Group or of the
Company to meet their obligations as and when they fall due.
At the date of this report, there does not exist:
a.
any charge on the assets of the Group or of the Company which has arisen since the end of the nancial year which secures
the liability of any other person; or
b.
any contingent liability of the Group or of the Company which has arisen since the end of the nancial year other than as
disclosed in Note 32 to the nancial statements.
DIRECTORS BENEFITS
Since the end of the previous nancial year, no Director has received or become entitled to receive any benet (other than benets
included in the aggregate amount of emoluments received or due and receivable by Directors as shown in the nancial statements,
or the xed salary of a full-time employee of the Company) by reason of a contract made by the Company or a related corporation
with the Director or with a rm of which the Director is a member, or with a company in which the Director has a substantial nancial
interest except as recorded and disclosed in the notes to the nancial statements.
During and at the end of the nancial year, no arrangement subsisted to which the Company or its related companies was a party,
whereby Directors of the Company might acquire benets by means of the acquisition of shares in, or debentures of, the Company
or any other body corporate.
24
ANNUAL REPORT 2014

DIRECTORS OF THE COMPANY
Directors who served on the Board of the Company since the date of the last report are as follows:
TEO KIEW LEONG
JOHN LEE YAN HONG @ JOHN LEE
TAN KOK CHOR
MICHAEL MOO KAI WAH
In accordance with Article 91 and 92 of the Companys Article of Association, Michael Moo Kai Wah retires at the forthcoming Annual
General Meeting and, being eligible, offers himself for re-election.
DIRECTORS INTERESTS
As recorded in the Register of Directors Shareholdings kept by the Company under Section 134 of the Company Act, 1965, none
of the current Directors had any interest in the shares of the Company at the end of the nancial year.
WARRANT B
The Companys issued new warrants via a Renounceable Rights Issue of 53,458,666 new warrants 2008/2018 on the basis of one
(1) new warrant for every three (3) existing shares held were listed on the Bursa Malaysia Securities Berhad on 5 March 2008. The
issue price is at RM0.05 each. The exercise price of the warrants is subject to adjustments from time to time in accordance with the
conditions stipulated in the Deed Poll dated 18 January 2008.
The issue date for 53,458,666 Rights Issue of warrants was 29 February 2008. The warrants will expire on 28 February 2018. The
exercise period for the warrants 2008/2018 is ten (10) years commencing from and inclusive of the date of issue of the Warrants
2008/2018. Warrants 2008/2018 which are not exercised during the exercise period shall thereafter lapse and cease to be valid.
OTHER STATUTORY INFORMATION
At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or the nancial
statements which would render any amount stated in the nancial statements of the Group and of the Company misleading.
In the opinion of the Directors:
a.
the results of the operations of the Group and of the Company for the nancial year were not substantially affected by any item,
transaction or event of a material and unusual nature; and
b.
there has not arisen in the interval between the end of the nancial year and the date of this report, any such item, transaction
or event of a material and unusual nature likely to affect substantially the results of the operations of the Group and of the
Company for the nancial year in which this report is made.
SUBSEQUENT EVENT
The subsequent event is as disclosed in Note 36 to the nancial statements.
ANNUAL REPORT 2014
25

AUDITORS
The auditors, Messrs. STYL Associates, have indicated their willingness to continue in ofce.
Signed on behalf of the Board in accordance with a resolution of the Directors,
______________________________________
MICHAEL MOO KAI WAH
26
ANNUAL REPORT 2014
____________________________________
JOHN LEE YAN HONG @ JOHN LEE
STATEMENT BY DIRECTORS/ STATUTORY DECLARATION

STATEMENT BY DIRECTORS
Pursuant to Section 169(15) of the Companies Act, 1965
We, MICHAEL MOO KAI WAH and TEO KIEW LEONG, two of the Directors of BORNEO OIL BERHAD, state that, in the opinion
of the Directors, the accompanying nancial statements of the Group and of the Company, together with the notes thereto, are drawn
up in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements
of the Companies Act, 1965 in Malaysia so as to give a true and fair view of the nancial position of the Group and of the Company
as at 31 January 2014 and of their nancial performance and cash ows for the year then ended.
The supplementary information set out in Note 38, which is not part of the nancial statements, is prepared in all material respects,
in accordance with Guidance on Special Matter No. 1 Determination of Realised and Unrealised Prots or Losses in the Context of
Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements as issued by the Malaysian Institute of Accountants
and the directive of Bursa Malaysia Securities Berhad.
Signed on behalf of the Board in accordance with a resolution of the Directors,
TEO KIEW LEONG
DATE :
STATUTORY DECLARATION
Pursuant to Section 169(16) of the Companies Act, 1965
I, MICHAEL MOO KAI WAH, the Director primarily responsible for the nancial management of BORNEO OIL BERHAD, do solemnly
and sincerely declare that, to the best of my knowledge and belief, the accompanying nancial statements of the Group and of the
Company, together with the notes thereto, 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.believing the same to be true, and by
virtue of the provisions of the Statutory Declarations Act, 1960.
20 May 2013
ANNUAL REPORT 2014
27
INDEPENDENT AUDITORS REPORT

TO THE MEMBERS OF BORNEO OIL BERHAD (Incorporated in Malaysia)
Report on the Financial Statements

We have audited the nancial statements of BORNEO OIL BERHAD which comprise the statements of nancial position as at 31
January 2014 of the Group and of the Company, and the statements of prot or loss and other comprehensive income, statements
of changes in equity and statements of cash ows of the Group and of the Company for the year then ended, and a summary of
signicant accounting policies and other explanatory information.
Directors Responsibility for the Financial Statements
The Directors of the Company are responsible for the preparation of nancial statements that give a true and fair view in accordance
with Malaysian Financial Reporting Standards, International 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 nancial statements that are free from material misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these nancial statements based on our audit. We conducted our audit in accordance
with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether the nancial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the nancial statements.
The procedures selected depend on our judgment, including the assessment of risks of material misstatement of the nancial
statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Companys
preparation of nancial 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 Companys internal control. An audit also
includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the
Directors, as well as evaluating the overall presentation of the nancial statements.
We believe that the audit evidence we have obtained is sufcient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the nancial statements have been properly drawn up in accordance with Malaysian Financial Reporting Standards,
International Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia so as to give a true and
fair view of the nancial position of the Group and of the Company as at 31 January 2014 and of their nancial performance and cash
ows for the nancial year then ended.
Report on Other Legal and Regulatory Requirements

In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following:
a)
in our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its
subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.
b)
we have considered the nancial statements and the auditors reports of all subsidiaries of which we have not acted as auditors,
which are indicated in Note 6 to the nancial statements.
c)
we are satised that the nancial statements of the subsidiaries that have been consolidated with the Companys nancial
statements are in form and content appropriate and proper for the purposes of the preparation of the nancial statements of
the Group and we have received satisfactory information and explanations required by us for those purposes.
d) the audit reports on the nancial statements of the subsidiaries did not contain any qualication or any adverse comment made
under Section 174(3) of the Act.
28
ANNUAL REPORT 2014
INDEPENDENT AUDITORS REPORT

TO THE MEMBERS OF BORNEO OIL BERHAD (Incorporated in Malaysia) (Contd)
Other Reporting Responsibilities

The supplementary information set out in Note 38 is disclosed to meet the requirement of Bursa Malaysia Securities Berhad and is
not part of the nancial 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 Prots or Losses in the Context of Disclosure
Pursuant to Bursa Malaysia Securities Berhad Listing Requirements as issued by the Malaysian Institute of Accountants (MIA
Guidance) and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all
material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad.
Other Matters
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965
in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.
APPROVED COMPANY AUDITOR

TREASURY APPROVAL NO.1269/6/14(J)
DATE: 30 APRIL 2014
ANNUAL REPORT 2014
29
STATEMENTS OF FINANCIAL POSITION

AS AT 31 JANUARY 2014
Note
2014
RM
GROUP
2013
RM
2014
RM
COMPANY
2013
RM
4
5
6
7
8
9
10
11
43,912,202
135,010,471
78,303
64,000
12,357,367
2,650,001
11,833
36,288,450
133,725,737
17,502
13,947,262
1
11,833
155,996
2
64,000
-
147,139
2
-
194,084,177
183,990,785
219,998
147,141
3,356,245
2,082,368
11,128,967
6,156,765
3,167,098
1,905,391
4,642,868
8,797,096
722,800
203,575,662
2,549,105
460,765
188,955,639
4,347,292
22,724,345
18,512,453
206,847,567
193,763,696
216,808,522
202,503,238
207,067,565
193,910,837
210,244,600
(12,598,683)
199,194,600
(15,474,480)
210,244,600
(7,533,714)
199,194,600
(8,256,308)
197,645,917
183,720,120
202,710,886
190,938,292
5,364,358
31,300
5,330,331
27,700
5,395,658
5,358,031
1,958,266
8,243,397
2,841,157
724,127
1,928,653
7,504,580
3,505,306
486,548
1,669,903
2,565,949
120,827
384,341
2,576,107
12,097
-
Total current liabilities
13,766,947
13,425,087
4,356,679
2,972,545
Total liabilities
19,162,605
18,783,118
4,356,679
2,972,545
216,808,522
202,503,238
207,067,565
193,910,837
ASSETS
Non-current assets
Property, plant and equipment
Investment properties
Investment in subsidiary companies
Investment in quoted securities
Investment in golf club membership
Prepaid lease payments
Development expenditure
Intangible assets
Total non-current assets
Current assets
Inventories
Trade receivables
Other receivables
Amount due from subsidiary companies
Cash and cash equivalents
12
13
14
15
16
Total current assets

TOTAL ASSETS
EQUITY AND LIABILITIES
Equity attributable to owners
of the parent
Share capital
Reserves
17
18
Shareholders equity
Non-current liabilities
Long term borrowings
Deferred tax liabilities
19
21
Total non-current liabilities

Current liabilities
Trade payables
Other payables
Amount due to subsidiary companies
Short term borrowings
Provision for taxation
TOTAL EQUITY AND LIABILITIES
22
23
15
19
The accompanying Notes form an integral part of the Financial Statements.
30
ANNUAL REPORT 2014
STATEMENTS OF PROFIT OR LOSS AND OTHER

COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2014
GROUP
Note
Revenue
24
Cost of sales
Gross prot
Other income
25
Administrative expenses
Finance costs
2014
RM
COMPANY
2013
RM
2014
RM
2013
RM
41,816,751
33,330,652
2,392,358
2,810,404
(28,843,332)
(20,831,905)
12,973,419
12,498,747
2,392,358
2,810,404
11,076,344
1,848,495
122,735
115,266
(19,913,252)
(21,567,885)
(1,226,903)
(3,149,527)
(413,540)
(598,116)
(186)
(1,983)
Prot/(Loss) before taxation
26
3,722,971
(7,818,759)
1,288,004
(225,840)
Taxation
27
(615,806)
(269,350)
(370,817)
50
3,107,165
(8,088,109)
917,187
(225,790)
(36,775)
(5,041)
3,070,390
(8,093,150)
917,187
(225,790)
Owners of the parent
3,107,165
(8,088,109)
Total comprehensive income attributable to:

Owners of the parent
3,070,390
(8,093,150)
1.54
1.54
(4.36)
(4.36)
Prot/(Loss) after taxation

Other comprehensive income,
net of tax:
Items that may be subsequently
reclassied to prot or loss:
- Currency translation reserves
Total comprehensive income for the year
Prot/(Loss) after taxation attributable to:
Earnings/(Loss) per share attributable

to owners of the parent
- Basic (sen)
- Diluted (sen)
28
28
ANNUAL REPORT 2014
31
32
ANNUAL REPORT 2014
210,244,600
Other comprehensive income

for the year
Total comprehensive income

for the year
Balance at 31 January 2014
32
Prot for the year
ANNUAL REPORT 2014
Acquisition of treasury shares
11,050,000
199,194,600
Issuance of shares
199,194,600
(194,593)
(194,593)
Treasury
Shares
RM
165,926,000
33,268,600
-
for the year
Total comprehensive income
Balance at 1 February 2012

Issuance of shares
Loss for the year
Other comprehensive income
for the year
GROUP
Share
Capital
RM
24,164,992
24,164,992
24,164,992
24,164,992
-
Share
Premium
RM
(41,816)
(36,775)
(36,775)
(5,041)
(5,041)
(5,041)
(5,041)
Currency
Translation
Reserves
RM
Non distributable
2,672,933
2,672,933
2,672,933
2,672,933
-
Warrants
Reserves
RM
15,000
15,000
15,000
15,000
-
Capital
Reserves
RM
Attributable to Owners of the parent
45,717
45,717
45,717
45,717
-
183,720,120
(8,093,150)
(5,041)
158,544,670
33,268,600
(8,088,109)
3,070,390
(36,775)
3,107,165
(194,593)
11,050,000
(39,260,916) 197,645,917
3,107,165
3,107,165
(42,368,081) 183,720,120
(42,368,081)
(8,088,109)
(34,279,972)
(8,088,109)
Total
ESOS Accumulated Shareholders
Reserves
Loss
Equity
RM
RM
RM
Distributable


FOR THE YEAR ENDED 31 JANUARY 2014 (Contd)
Non distributable
Distributable
Total
Warrants Accumulated Shareholders
Reserves
Loss
Equity
RM
RM
RM
Share
Capital
RM
Treasury
Shares
RM
Share
Premium
RM
ESOS
Reserves
RM
1 February 2012
165,926,000
24,164,992
45,717
2,672,933
(34,914,160)
157,895,482
Issuance of shares
33,268,600
33,268,600
(225,790)
(225,790)
Balance at
31 January 2013 199,194,600
24,164,992
45,717
2,672,933
(35,139,950)
190,938,292
Issuance of shares
11,050,000
11,050,000
Acquisition of
treasury shares
(194,593)
(194,593)
Prot/Total
comprehensive
income for the year
917,187
917,187
210,244,600
(194,593)
24,164,992
45,717
2,672,933
(34,222,763)
202,710,886
COMPANY
Balance at
Loss/ Total
comprehensive
income for the year
Balance at
31 January 2014

ANNUAL REPORT 2014
33

Note
2014
RM
2013
RM
CASH FLOWS FROM OPERATING ACTIVITIES

Adjustments for:
Allowance for impairment
Allowance for impairment written back
Amortisation of prepaid lease rental
Depreciation
Deposits written off
Gain on disposal of investment in quoted securities
Gain on disposal of investment properties
Impairment loss on investment in quoted shares
Impairment loss on project development
Interest expense
Interest income
Loss/(Gain) on disposal of property, plant and equipment
Property, plant and equipment written off
Reversal on impairment of other investment
Operating prot before working capital changes
Inventories
Receivables
Payables
Net cash generated from operations
Tax paid
Tax refund
Interest paid
Net cash from operating activities
3,722,971
(7,818,759)
(2,504,245)
1,589,895
3,173,877
(1,761,199)
42,493
413,540
(64,650)
235,410
46,805
(49,801)
4,845,096
(189,147)
(4,313,866)
797,431
1,139,514
(363,881)
115,284
(413,540)
477,377
2,611,083
(469,875)
1,589,895
3,055,254
383,028
(10,063)
(508,842)
1,505,001
598,116
(118,032)
(84,865)
612,192
(15,288)
1,328,845
(1,287,811)
2,343,154
(379,098)
2,005,090
13,957
(598,116)
1,420,931
CASH FLOWS FROM INVESTING ACTIVITIES

Interest received
Purchase of property, plant and equipment
Purchase of investment properties
Development expenditure
Investment in quoted shares
Proceeds from disposal of investment in quoted securities
Proceeds from disposal of investment properties
Proceeds from disposal of property, plant and equipment
Net cash used in investing activities
64,650
(9,926,937)
(5,892,065)
(2,650,000)
(53,493)
(64,000)
(194,593)
6,538,893
209,000
(11,968,545)
118,032
(26,390,907)
(4,024,035)
264,050
1,675,647
401,201
(27,956,012)
CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of shares
Repayment of nance lease payables
Repayment of term loans
Net cash from nancing activities
11,050,000
(1,924,155)
(246,236)
8,879,609
33,268,600
(132,572)
(3,070,964)
30,065,064
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS
(2,611,559)
3,529,983
(28,772)
(5,041)
8,797,096
5,272,154
6,156,765
8,797,096
FOREIGN CURRENCY TRANSLATION RESERVES

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
CASH AND CASH EQUIVALENTS AT END OF YEAR

34
ANNUAL REPORT 2014
16

2014
RM
2013
RM
1,288,004
(225,840)
5,498
(30,000)
25,350
(29,999)
186
(62,660)
1,883,087
16,459
1,983
(115,266)
Operating prot before working capital changes

Receivables
Payables
Subsidiary companies
1,196,379
(466,551)
1,285,562
(14,635,679)
1,560,423
398,246
(466,885)
(32,613,336)
Net cash used in operations

Interest paid
Tax paid
Tax refund
(12,620,289)
(186)
(28,817)
13,343
(31,121,552)
(1,983)
-
(12,635,949)
(31,123,535)
62,660
(34,208)
(64,000)
(194,593)
30,000
(200,141)
115,266
(130,544)
(15,278)
CASH FLOWS FROM FINANCING ACTIVITIES

Repayment of nance lease payables
Proceeds from issuance of shares
(12,097)
11,050,000
(37,881)
33,268,600
Net cash from nancing activities
11,037,903
33,230,719
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS
(1,798,187)
2,091,906
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
4,347,292
2,255,386
2,549,105
4,347,292
Note
CASH FLOWS FROM OPERATING ACTIVITIES
Adjustments for:
Depreciation
Gain on disposal of property, plant and equipment
Interest expense
Interest income
Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITES
Interest received
Purchase of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Net cash used in investing activities
CASH AND CASH EQUIVALENTS AT END OF YEAR
16

ANNUAL REPORT 2014
35

1.
The Companys principal activities are investment holding and provision of corporate and management services to the Group.
All other operational activities of the Group are undertaken by respective subsidiaries and are disclosed in Note 6 to the nancial
statements.
There have been no signicant changes in the nature of these activities during the nancial year.
The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is listed on the Main Market of
Bursa Malaysia Securities Berhad.
The registered ofce of the Company is located at 1st & 2nd Floor, Victoria Point, Jalan OKK Awang Besar, 87007 Wilayah
Persekutuan Labuan and its principal place of business is located at Lot 180, Section 19 KTLD, Jalan Satok, 93400 Kuching,
Sarawak.
The nancial statements were authorised for issue by the Board of Directors in accordance with a resolution of the Directors
on 30 April 2014.
2.
SIGNIFICANT ACCOUNTING POLICIES

(a)
Basis of preparation
The nancial statements of the Group and of the Company have been prepared in accordance with the Malaysian Financial
Reporting Standards (MFRSs), International Financial Reporting Standards and the requirements of the Companies Act,
1965 in Malaysia.
The nancial statements have been prepared on the historical cost basis except as disclosed in the accounting policies
below.
The nancial statements are presented in Ringgit Malaysia (RM) which is the Companys functional currency.
The preparation of nancial statements in conformity with MFRSs requires the use of certain critical accounting estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the nancial statements, and the reported amounts of the revenue and expenses during the
reporting period. It also requires Directors to exercise their judgment in the process of applying the Groups and the
Companys accounting policies. Although these estimates and judgment are based on the Directors best knowledge of
current events and actions, actual results may differ.
The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are signicant
to the nancial statements are disclosed in Note 3.
On 1 February 2013, the Group and the Company have adopted where applicable the following new and revised MFRSs
and Issues Committee (IC) Interpretations, Amendments to MFRSs and IC Interpretations that have been issued by the
Malaysian Accounting Standards Board (MASB):
Effective for nancial periods beginning on or after 1 July 2012:
Amendments to MFRS 101

Presentation of Items of Other Comprehensive Income
Effective for nancial periods beginning on or after 1 January 2013:
MFRS 3
Business Combinations (IFRS 3 Business Combinations issued by IASB in March
2014)
MFRS 10
Consolidated Financial Statements
MFRS 11
Joint Arrangements
MFRS 12
Disclosure of Interests in Other Entities
MFRS 13
Fair Value Measurement
MFRS 119
Employee Benets (revised)
MFRS 127
Consolidated and Separate Financial Statements (revised)
MFRS 128
Investments in Associates and Joint Ventures (revised)
IC Interpretation 20
Stripping Costs in the Production Phase of a Surface Mine
Amendments to IC Interpretation 2 Members Shares in Co-operative Entities and Similar Instruments (Annual
Improvements 2009 2011 Cycle)
First-time Adoption of Malaysian Financial Reporting Standards Government Loans
First-time Adoption of Malaysian Financial Reporting Standards
(Annual Improvements 2009 2011 Cycle)
36
ANNUAL REPORT 2014

2.
SIGNIFICANT ACCOUNTING POLICIES (Contd)

(a)
Basis of preparation (Contd)
Financial Instruments: Disclosures Offsetting Financial Assets and Financial

Liabilities
Consolidated Financial Statements: Transition Guidance
Joint Arrangements: Transition Guidance
Disclosure of Interest in Other Entities: Transition Guidance
Presentation of Financial Statements (Annual Improvements 2009-2011 Cycle)
Property, Plant and Equipment (Annual Improvements 2009 2011Cycle)
Financial Instruments: Presentation (Annual Improvements 2009 2011 Cycle)
Interim Financial Reporting (Annual Improvements 2009 2011Cycle)
The adoption of the above MFRSs, Amendments to MFRSs and IC Interpretations did not have any signicant nancial
impact to the Group and Company.
Standards issued but not yet effective
As at the date of authorisation of these nancial statements, the following MFRSs, Amendments to MFRSs and IC
Interpretations have been issued but there are not yet effective and have not been adopted by the Group and the
Company:
Effective for nancial periods beginning on or after 1 January 2014:
Amendments to MFRS 10, MFRS 12 and MFRS 127 Investment Entities

Offsetting Financial Assets and Financial Liabilities

Recoverable Amount Disclosures for Non-Financial Assets

Novation of Derivatives and Continuation of Hedge Accounting
IC Interpretation 21
Levies
Effective for nancial periods beginning on or after 1 July 2014:

Dened Benet Plans: Employee Contributions
Annual Improvements to MFRSs 2010 2012 Cycle
Annual Improvements to MFRSs 2011 2013 Cycle

Effective for a date yet to be conrmed:
MFRS 9
Financial Instruments (IFRS 9 issued by IASB in November 2009)
MFRS 9
Financial Instruments (IFRS 9 issued by IASB in October 2010)
MFRS 9
Financial Instruments (Hedge Accounting and Amendments to MFRS 9, MFRS 7
and MFRS 139)
Amendments to MFRS 9 and MFRS 7 Mandatory Effective Date of MFRS 9 and Transition Disclosures
The Group and the Company plan to apply the abovementioned standards, amendments and interpretations when
they become effective in the respective nancial periods.
The Group and the Company are in the process of assessing the impact of implementing these Standards, since the
effects would only be observable for the future nancial years.
(b)
Basis of consolidation
The consolidated nancial statements include the nancial statements of the Company and all its subsidiary
companies, made up to the end of the nancial year.
ANNUAL REPORT 2014
37

2.

(b)
Basis of consolidation (Contd)

Subsidiaries are those entities controlled by the Group. Control exists when the Group has the power, directly or indirectly,
to govern the nancial and operating policies of an entity so as to obtain benets from its activities. In assessing control,
potential voting rights that presently are exercisable are taken into account.
The nancial statements of subsidiaries are included in the consolidated nancial statements from the date that control
effectively commences until the date that control effectively ceases. Subsidiaries are consolidated using the purchase
method of accounting.
Under the purchase method of accounting, the cost of an acquisition is measured as the fair value of the assets given,
equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to
the acquisition. Identiable assets acquired and liabilities and contingent liabilities assumed in a business combination
are measured initially at their fair values at the date of acquisition, irrespective of the extent of any minority interest. The
excess of the cost of acquisition over the fair value of the Groups share of the identiable net assets acquired is recorded
as goodwill. If the cost of acquisition is less than the fair value of the Groups share of the net assets of the subsidiary
acquired, the difference is recognised directly in prot or loss.
Intragroup transactions, balances and unrealised gains are eliminated on consolidation and the consolidated nancial
statements reect external transactions only. Unrealised losses are also eliminated on consolidation unless cost cannot
be recovered.
The gains or losses on disposal of a subsidiary company is the difference between net disposal proceeds and the Groups
share of its net assets together with exchange differences which were not previously recognised in the consolidated
statements of comprehensive income.
(c)
Property, plant and equipment and depreciation

(i)
Recognition and measurement

Property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment
losses.
Cost includes expenditure that are directly attributable to the acquisition of the asset and any other costs directly
attributable to bringing the asset to working condition for its intended use, and the costs of dismantling and removing
the items and restoring the site on which they are located.
When signicant parts of an item of property, plant and equipment have different useful lives, they are accounted for
as separate items (major components) of property, plant and equipment.
Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds
from disposal with the carrying amount of property, plant and equipment and are recognised within realised gains
and losses in the prot or loss.
(ii)
Subsequent costs
The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the
item if it is probable that the future economic benets embodied within the part will ow to the Group or to the
Company and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The
costs of the day-to-day servicing of property, plant and equipment are recognised in the prot or loss as incurred.
38
ANNUAL REPORT 2014

2.

(c)
Property, plant and equipment and depreciation (Contd)

(iii)
Depreciation
Depreciation is calculated over the depreciable amount, which is the cost of an asset, or other amount substituted
for cost, less its residual value.
Property, plant and equipment are depreciated on the straight-line method at rates based on their estimated useful
lives. The principal annual rates used are as follows:
Rate
2%
10 %
1.5 %
10 %
5 - 20 %
10 - 20 %
10 - 25 %
10 %
Bridge
Factory
Leasehold building
Coldroom
Furniture, xture and ttings
Motor vehicles
Machinery and equipment
Ofce equipment
Land, Stone quarry and Bridge under construction are not depreciated. Depreciation of these assets commences
when the assets are ready for their intended use, on the same basis as other property, plant and equipment.
Depreciation methods, useful lives and residual values are reviewed, and adjusted as appropriate at the end of the
reporting period.
(d)
Investment in subsidiary companies

Investments in subsidiary companies are stated at cost less impairment losses. The policy for recognition and measurement
of impairment losses is in accordance with Note 2 (m).
On disposal of such investments, the difference between net disposal proceeds and their carrying amounts is recognised
in the prot or loss.
(e)
Investment properties
(i)
Investment properties carried at fair value

Investment properties are properties which are owned or held under a leasehold interest to earn rental income or for
capital appreciation or for both.
Investment properties are measured initially at cost and subsequently at fair value with any change therein recognised
(ii)
Reclassications to/from investment properties carried at fair value

When an item of property, plant and equipment is transferred to investment properties following a change in its use,
any difference arising at the date of transfer between the carrying amount of the item immediately prior to transfer
and its fair value is recognised directly in equity as a revaluation of property, plant and equipment. However, if a
fair value gain reverses a previous impairment loss, the gain is recognised in the prot or loss. Upon disposal of an
investment property, any surplus previously recorded in equity is transferred to retained earnings; the transfer is not
made through the prot or loss.
ANNUAL REPORT 2014
39

2.

(e)
Investment properties (Contd)

When the use of a property changes such that it is reclassied as property, plant and equipment, its fair value at the
date of reclassication becomes its cost for subsequent accounting.
(iii)
(f)
Determination of fair value

The fair value is based on market values, being the estimated amount for which a property could be exchanged
on the date of the valuation between a willing buyer and a willing seller in an arms length transaction after proper
marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.
Investments in quoted shares

Investments in quoted shares are stated at cost less impairment losses. The policy for recognition and measurement of
impairment losses is in accordance with Note 2(m).
(g)
Investments in golf club membership

Investments in golf club membership are stated at cost less impairment losses. The policy for recognition and measurement
of impairment losses is in accordance with Note 2(m).
(h)
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined on weighted average basis. Cost
of materials represents direct material cost and all direct expenditure incurred in bringing the inventories to their present
location and condition.
Net realisable value is the estimated selling price in ordinary course of business, less the estimated costs of completion
and the estimated costs necessary to make the sale.
(i)

Cash and cash equivalents comprise cash in hand, bank balances, demand deposits, bank overdraft and short term,
highly liquid investments that are readily convertible to known amount of cash and which are subject to an insignicant
risk of changes in value. For the purposes of the consolidated statement of cash ows, cash and cash equivalents are
presented net of bank overdraft.
(j)
Hire purchase and leases

(i)
Finance leases
A lease is recognised as a nance lease if it transfers substantially to the Group all the risks and rewards incident to
ownership.
40
ANNUAL REPORT 2014

2.

(j)
Hire purchase and leases (Contd)

(i)
Finance leases (Contd)

Assets acquired by way of hire purchase or nance leases are stated at an amount equal to the lower of their fair
values and the present value of the minimum hire purchase or lease payments at the inception of the hire purchase or
lease, less accumulated depreciation and impairment losses. The corresponding liability is included in the statement
of nancial position as borrowings. In calculating the present value of the minimum hire purchase or lease payments,
the discount factor used is the interest rate implicit in the hire purchase or lease, when it is practicable to determine,
otherwise, the Groups incremental borrowing rate is used.
Hire purchase or lease payments are apportioned between the nance costs and the reduction of the outstanding
liability. Finance costs, which represent the difference between the total hire purchase or leasing commitments and
the fair value of the assets acquired, are charged to the prot or loss over the term of the relevant hire purchase
or lease so as to produce a constant periodic rate of charge on the remaining balance of the obligations for each
accounting period.
The depreciation policy for hire purchase or leased assets is consistent with that for depreciable property, plant and
equipment as described in Note 2 (c).
(ii)
Operating leases
Leasehold land that normally has an indenite economic life and where title is not expected to pass to the lessee by
the end of the lease term is treated as an operating lease.
The payment made on entering into or acquiring a leasehold land is accounted for as prepaid lease payments. The
prepaid lease payments are amortised on a straight-line basis over the term of respective leases which ranges from
11 to 20 years.
(k)
Intangible assets
(i)
Goodwill
Goodwill acquired in a business combination represents the excess of the purchase consideration over the Groups
interest in the net fair value of the identiable assets, liabilities and contingent liabilities in the acquiree at the date of
acquisition.
Goodwill is allocated to cash generating units and is stated at cost less accumulated impairment losses, if any.
Impairment test is performed annually. Goodwill is also tested more frequently for impairment when indication of
impairment exists. Impairment losses recognised are not reversed in subsequent periods.
Upon the disposal of investment in a subsidiary, the related goodwill will be included in the computation of gain or
loss on disposal of investment in the subsidiary in prot or loss.
(ii)
Patents and rights

Patents and rights are recognised as intangible assets if it is probable that the future economic benets that are
attributable to such assets will ow to the Group and the costs of such assets can be measured reliably.
Rights acquired for the use of certain brand names and trademarks are stated at cost less accumulated amortisation
and impairment losses. Amortisation is charged to the prot or loss on a straight-line basis over the estimated useful
life of 10 years. Patents and rights are assessed for impairment wherever there is an indication that the intangible
assets may be impaired.
ANNUAL REPORT 2014
41

2.

(l)
Deferred exploration and development expenditure

Exploration and evaluation expenditures are accumulated for each area of interest and deferred as an asset when the
costs are expected to be recouped through exploitation or by sale, or where activities in the area of interest have not
yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable
reserves and active and signicant operations in or in relation to the area are continuing.
Deferred exploration and development expenditures are amortised over the economic lives of the related areas of interest
from the date of commencement of production. Amortisation is determined on a production output basis.
The net carrying value of each area of interest is reviewed regularly and, to the extent this value exceeds its recoverable
value, that excess is provided for or written off in the year in which this is determined.
(m) Impairment of non-nancial assets

The carrying amounts of non-nancial assets other than deferred tax assets and inventories are reviewed at each reporting
date to determine whether there is any indication of impairment. If such an indication exists, the assets recoverable
amount is estimated. The recoverable amount is the higher of fair value less cost to sell and the value in use, which is
measured by reference to discounted future cash ows and is determined on an individual asset basis, unless the asset
does not generate cash ows that are largely independent of those from other assets. If this is the case, recoverable
amount is determined for the cash- generating unit to which the asset belongs to. An impairment loss is recognised
whenever the carrying amount of an item of asset exceeds its recoverable amount. An impairment loss is recognised as
an expense in prot and loss.
Any subsequent increase in recoverable amount other than goodwill, due to a reversal of impairment loss is restricted
to the carrying amount that would have been determined (net of accumulated depreciation, where applicable) had no
impairment loss been recognised in prior years. The reversal of impairment loss is recognised in prot or loss.
(n)
Financial assets
Financial assets are recognised in the statements of nancial position when, and only when, the Group and the Company
become a party to the contractual provisions of the nancial instrument.
When nancial assets are recognised initially, they are measured at fair value, plus, in the case of nancial assets not at fair
value through prot or loss, directly attributable transaction costs.
The Group and the Company determine the classication of their nancial assets at initial recognition, and the categories
include nancial assets at fair value through prot or loss, loans and receivables, held-to- maturity investments and
available-for-sale nancial assets.
(i)
Financial assets at fair value through prot or loss

Financial assets are classied as nancial assets at fair value through prot or loss if they are held for trading or are
designated as such upon initial recognition. Financial assets held for trading are derivatives (including separated
embedded derivatives) or nancial assets acquired principally for the purpose of selling in the near term.
Subsequent to initial recognition, nancial assets at fair value through prot or loss are measured at fair value.
Any gains or losses arising from changes in fair value are recognised in prot or loss. Net gains or net losses
on nancial assets at fair value through prot or loss do not include exchange differences, interest and dividend
income. Exchange differences, interest and dividend income on nancial assets at fair value through prot or loss are
recognised separately in prot or loss as part of other losses or other income.
Financial assets at fair value through prot or loss could be presented as current or non-current. Financial assets that
are held primarily for trading purposes are presented as current whereas nancial assets that are not held primarily
for trading purposes are presented as current or non- current based on the settlement date.
The Group and the Company have not designated any nancial assets as at fair value through prot or loss.
42
ANNUAL REPORT 2014

2.

(n)
Financial assets (Contd)

(ii)
Loans and receivables

Financial assets with xed or determinable payments that are not quoted in an active market are classied 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 prot or loss when the loans and receivables are derecognised or
impaired, and through the amortisation process.
Loans and receivables are classied as current assets, except for those having maturity dates later than 12 months
after the reporting date which are classied as non-current.
(iii)
Held-to-maturity investments
Financial assets with xed or determinable payments and xed maturity are classied as held-to- maturity when the
Group has the positive intention and ability to hold the investment to maturity.
Subsequent to initial recognition, held-to-maturity investments are measured at amortised cost using the effective
interest method. Gains and losses are recognised in prot or loss when the held- to-maturity investments are
derecognised or impaired, and through the amortisation process.
Held-to-maturity investments are classied as non-current assets, except for those having maturity within 12 months
after the reporting date which are classied as current.
The Group and the Company have not designated any nancial assets as at held-to-maturity investments.
(iv)
Available-for-sale nancial assets

Available-for-sale nancial assets are nancial assets that are designated as available for sale or are not classied in
any of the three preceding categories.
After initial recognition, available-for-sale nancial assets are measured at fair value. Any gains or losses from changes
in fair value of the nancial 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 prot or loss. The cumulative gain or loss previously recognised in other comprehensive
income is reclassied from equity to prot or loss as a reclassication adjustment when the nancial asset is
derecognised. Interest income calculated using the effective interest method is recognised in prot or loss. Dividends
on an available-for-sale equity instrument are recognised in prot or loss when the Group and the Companys right
to receive payment is established.
Investments in equity instruments whose fair value cannot be reliably measured are measured at cost less impairment
loss.
Available-for-sale nancial assets are classied as non-current assets unless they are expected to be realised within
12 months after the reporting date.
A nancial asset is derecognised when and only when the contractual rights to the cash ows from the nancial asset
have expired or all the risks and rewards of ownership have been substantially transferred. On derecognition of a nancial
asset 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 prot or loss.
(o)
Impairment of nancial assets

The Group and the Company assess at each reporting date whether there is any objective evidence that a nancial asset
is impaired.
ANNUAL REPORT 2014
43

2.

(o)
Impairment of nancial assets (Contd)

(i)
Trade and other receivables and other nancial assets carried at amortised cost
To determine whether there is objective evidence that an impairment loss on nancial assets has been incurred, the
Group and the Company consider factors such as the probability of insolvency or signicant nancial difculties of
the receivable and default or signicant delay in payments. For certain categories of nancial assets, such as trade
receivables, assets that are assessed not to be impaired individually are subsequently assessed for impairment on a
collective basis based on similar risk characteristics. Objective evidence of impairment for a portfolio of receivables
could include the 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 ows discounted at the nancial assets original
effective interest rate. The impairment loss is recognised in prot or loss.
The carrying amount of the nancial asset is reduced by the impairment loss directly for all nancial 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 prot or loss.
(ii)

Signicant or prolonged decline in fair value below cost, signicant nancial difculties of the issuer or obligor, and
the disappearance of an active trading market are considerations to determine whether there is objective evidence
that investment securities classied as available-for- sale nancial assets are impaired.
If an available-for-sale nancial asset is impaired, an amount comprising the difference between its cost (net of any
principal payment and amortisation) and its current value, less any impairment loss previously recognised in prot or
loss, is transferred from equity to prot or loss.
Impairment losses on available-for-sale equity investments are not reversed in prot 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 prot 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 prot or loss.
(p)
Foreign currency
(i)
Functional and presentation currency

The individual nancial 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 nancial statements
are presented in RM, which is also the Companys functional currency.
(ii)
Foreign currency transactions

Transactions in foreign currencies 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 as at the dates of the initial transactions. Nonmonetary items denominated in foreign currencies measured at fair value are translated using the exchange rates at
the date when the fair value was determined.
Exchange difference arising on the settlement of monetary items or on translating monetary items at the reporting
date are recognised in prot or loss except for exchange differences arising on monetary items that form part of
the Groups net investment in foreign operations, which are recognised initially in other comprehensive income
and accumulated under foreign currency translation reserve in equity. The foreign currency translaction reserve is
reclassied from equity to prot or loss of the Group on disposal of the foreign operation.
44
ANNUAL REPORT 2014

2.

(p)
Foreign currency (Contd)

(ii)
Foreign currency transactions (Contd)

Exchange differences arising on the translation of non-monetary items carried at fair value are included in prot 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 average exchange rates for the year, which approximates the
exchange rates at the dates of the translations. 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 currency translation reserve relating to that
particular foreign operation is recognised in the prot 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.
(q)
Provisions for liabilities

Provisions for liabilities are recognised when the Group have a present legal or constructive obligation as a result of past
events and it is probable that an outow of resources embodying economic benets will be required to settle the obligation,
and a reliable estimate of the amount can be made. Provisions are reviewed at each reporting date and adjusted to reect
the current best estimate. Where the effect of the time value of money is material, the amount of a provision is the present
value of the expenditure expected to be required to settle the obligation.
(r)
Revenue recognition
Revenue of the Group is recognised when it is probable that the economic benets associated with the transaction will
ow to the Group and the amount of the revenue can be measured reliably.
(s)
(i)
Sales of goods
Revenue relating to sales of goods is recognised net of sales tax and discounts upon transfer of risks and rewards.
(ii)
Revenue from fast food and restaurant operations

Revenue from fast food and restaurant operations are recognised at point of sales, net of service tax and discounts.
(iii)
Franchisee fees income

Franchisee fees income is recognised on an accrual basis in accordance with the substance of the relevant
agreements.
(iv)
Rental income
Rental income is recognised on an accrual basis in accordance with the substance of the relevant agreements.
(v)
Management income
Management fee is recognised on an accrual basis.
Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets
that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised as part of the
cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
All other borrowing costs are recognised as an expense in prot or loss in the period in which they are incurred.
ANNUAL REPORT 2014
45

2.

(t)
Income tax
Income tax on the prot or loss for the year comprises current and deferred tax. Current tax is the expected amount of
income taxes payable in respect of the taxable prot for the year and is measured using the tax rates that have been
enacted or substantively enacted at the end of the reporting period.
Deferred tax is accounted for using the nancial statements liability method in respect of temporary differences arising
from differences between the carrying amounts of assets and liabilities in the nancial statements and their corresponding
tax bases used in the computation of taxable prot.
Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are generally
recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is
probable that future taxable prot will be available against which the deductible temporary differences, unused tax losses
and unused tax credits can be utilised. Deferred tax is not recognised if the temporary difference arises from the initial
recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction,
affects neither the accounting prot nor taxable prot.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset
is realised, based on the tax rates that have been enacted or substantially enacted by the end of the reporting period.
The measurement of deferred tax liabilities and assets reects the tax consequences that would follow from the manner
in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and
liabilities.
Current and deferred tax are recognised as an expense or income in prot or loss, except when they relate to items that
are recognised outside prot or loss (whether in other comprehensive income or directly in equity), in which case the tax
is also recognised outside prot or loss, or where they arise from the initial accounting for a business combination. In the
case of a business combination, the tax effect is included in the accounting for the business combination.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against
current tax liabilities and when they relate to income taxes by the same taxation authority and the Group intends to settle
its current tax assets and liabilities on a net basis.
(u)
Employee benets
(i)
Short term benets

Wages, salaries, bonuses and social security contributions are recognised as an expense in the year in which
employees of the Group and of the Company rendered the associated services. Short term accumulating
compensated absences such as paid annual leave are recognised when services are rendered by employees
that increase their entitlement to future compensated absences, and short term non-accumulating compensated
absences such as sick leave are recognised when the absences occur.
(ii)
Dened contribution plans

As required by law, companies in Malaysia make contributions to the state pension scheme, the Employees Provident
Fund (EPF). Such contributions are recognised as an expense in the nancial statements as incurred.
(iii)
Share-based compensation
The Groups Employees Share Option Scheme, an equity-settled, share-based compensation plan, allows the
Groups employees to exercise the options granted to acquire ordinary shares of the Group. The fair value of the
share options granted in exchange for the employee services received are recognised as an expense in the nancial
statements over the vesting periods of the grant with a corresponding increase in equity.
46
ANNUAL REPORT 2014

2.

(u)
Employee benets (Contd)

(iii)
Share-based compensation (Contd)

The total amount to be expensed over the vesting period is determined by reference to the fair value of the share
options granted, excluding the impact of any non-market vesting conditions. The equity amount is recognised in the
share option reserve until the option is exercised, upon which it will be transferred directly to share premium, or until
the option expires, upon which it will be transferred directly to retained earnings.
The proceeds received net of any directly attributable costs are credited to share capital (nominal value) and share
premium when the options are exercised.
Details of the Groups Employees Share Option Scheme are set out in Note 16 to the nancial statements.
(v)
Financial liabilities
Financial liabilities are classied according to the substance of the contractual arrangements entered into and the
denitions of a nancial liability.
Financial liabilities, within the scope of MFRS 139, are recognised in the statements of nancial position when, and only
when, the Group and the Company become a party to the contractual provisions of the nancial instrument. Financial
liabilities are classied as either nancial liabilities at fair value through prot or loss or other nancial liabilities.
(i)
Financial liabilities at fair value through prot or loss

Financial liabilities at fair value through prot or loss include nancial liabilities held for trading and nancial liabilities
designated upon initial recognition as at fair value through prot or loss.
Financial liabilities held for trading include derivatives entered into by the Group and the Company that do not meet
the hedge accounting criteria. Derivative liabilities are initially measured at fair value and subsequently stated at
fair value, with any resultant gains or losses recognised in prot or loss. Net gains or losses on derivatives include
exchange differences.
The Group and the Company have not designated any nancial liabilities as at fair value through prot or loss.
(ii)
Other nancial liabilities

The Groups and the Companys other nancial liabilities include trade payables, other payables, term loans, hire
purchase and nance lease payables and amount due to subsidiary companies.
Trade payables, other payables and amount due to subsidiary companies are recognised initially at fair value plus
directly attributable transaction costs and subsequently measured at amortised cost using the effective interest
method.
Term loans and hire purchase and nance lease payables are recognised initially at fair value, net of transaction
costs incurred, and subsequently measured at amortised cost using the effective interest method. Borrowings are
classied as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least
12 months after the reporting date.
For other nancial liabilities, gains and losses are recognised in prot or loss when the liabilities are derecognised,
and through the amortisation process.
A nancial liability is derecognised when the obligation under the liability is extinguished. When an existing nancial
liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability
are substantially modied, such an exchange or modication 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 prot or loss.
ANNUAL REPORT 2014
47

2.

(w) Segment reporting
For management purposes, the Group is organised into operating segments based on their business segment and
geographical location 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 37, including the factors
used to identify the reportable segments and the measurement basis of segment information.
(x)
Share capital
An equity instrument is any contract that evidences a residual interest in the assets of the Group and the Company after
deducting all of its liabilities. Ordinary shares are equity instruments.
(y)
(i)
Ordinary shares
Ordinary shares are recorded at the proceeds received, net of directly attributable incremental transaction costs.
Ordinary shares are classied as equity. Dividends on ordinary shares are recognised in equity in the period in which
they are declared.
(ii)
Treasury shares
When issued shares of the Company are repurchased, the consideration paid, including any attributable transaction
cost is presented as a change in equity. Repurchased shares that have not been cancelled are classied as treasury
shares and presented as a deduction from equity. No gain or loss is recognised in prot or loss on the sale, reissuance or cancellation of treasury shares. When treasury shares are resold, the difference between the sale
consideration and the carrying amount of the treasury shares is shown as a movement in equity.
Contingencies
A contingent liability or asset is a possible obligation or asset that arises from past events and whose existence will be
conrmed only by the occurrence or non-occurrence of uncertain future event(s) not wholly within the control of the Group.
Contingent liabilities and assets are not recognised in the statements of nancial position of the Group.
(z)
Financial guarantee contracts

A nancial guarantee contract is a contract that requires the issuer to make specied payments to reimburse the holder
for a loss it incurs because a specied receivable 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, nancial guarantee contracts are recognised as income in prot or loss over the period of
the guarantee. If the receivable fails to make payment relating to nancial guarantee contract when it is due and the Group
and the Company, 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.
(aa) Fair value measurement

From 1 February 2013, the Group and the Company adopted MFRS 13, Fair Value Measurement which prescribe that the
fair value of an asset or a liability, except for share-based payment and lease transactions, is determined as the price that
would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date. The measurement assumes that the transaction to sell the asset or transfer the liability takes place
either in the principal market or in the absence of a principal market, in the most advantageous market.
48
ANNUAL REPORT 2014

2.

(aa) Fair value measurement (Contd)
For non-nancial asset, the fair value measurement take into account a market participants ability to generate economic
benets by using the assert in its highest and best use or by selling it to another market participant that would use the
asset in its highest and best use.
In accordance with the transitional provision of MFRS 13, the Group and the Company applied the new fair value
measurement guidance prospectively, and has not provided any comparative fair value information for new disclosures.
The adoption of MFRS 13 has not signicantly affected the measurement of the Group and the Companys assets or
liabilities.
3.
SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of the Groups nancial statements requires management to make judgments, estimates and assumptions
that affect the reported amounts 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 adjustments to the carrying amount of the asset or liability affected in the future.
Judgments Made in Applying Accounting Policies
In the process of applying the Groups accounting policies, management has made the following judgments, apart from those
involving estimations, which have the most signicant effect on the amounts recognised in the nancial statements:
(a)
Classication of Financial Assets

The Group has classied its investment in quoted securities and golf club membership as available-for- sale nancial
assets. In applying the accounting policy, the Group assesses its nature and the intention at each reporting date. Should
the circumstances change in the future, the classication of this nancial asset as available-for-sale may be no longer
appropriate.
(b)
Leases
The Group judged that the leasehold land of the Group are in substance nance leases and has classied its leasehold
land as property, plant and equipment.
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
signicant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next nancial year
are as stated below:
(i)
Useful Lives of Property, Plant and Equipment

The Group estimates the useful lives of property, plant and equipment based on the period over which the assets are
expected to be available for use. The estimated useful lives of property, plant and equipment are reviewed periodically
and are updated if expectations differ from previous estimates due to physical wear and tear, technical or commercial
obsolescence and legal or other limits on the use of the relevant assets. In addition, the estimation of the useful lives of
property, plant and equipment are based on internal technical evaluation and experience with similar assets. It is possible,
however, that future results of operations could be materially affected by changes in the estimates brought about by
changes in factors mentioned above. The amounts and timing of recorded expenses for any period would be affected by
changes in these factors and circumstances. A reduction in the estimated useful lives of the property, plant and equipment
would increase the recorded expenses and decrease the non-current assets.
ANNUAL REPORT 2014
49

3.
SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS(Contd)

Key Sources of Estimation Uncertainty (Contd)
(ii)
Impairment of Investment in Subsidiaries

The Group tests investment in subsidiaries for impairment annually in accordance with its accounting policy. More regular
reviews are performed if events indicate that this is necessary. The assessment of the net tangible assets of the subsidiaries
affects the result of the impairment test. The impairment made on investments in subsidiaries entails an allowance for
impairment to be made to the amount owing by these subsidiaries.
Signicant judgment is required in the estimation of the present value of future cash ows generated by the subsidiaries,
which involve uncertainties and are signicantly affected by assumptions used and judgment made regarding estimates
of future cash ows and discount rates. Changes in assumptions could signicantly affect the results of the Groups tests
for impairment of investment in subsidiaries.
(iii)
Impairment of Non-Current Assets

The Group reviews the carrying amount of its non-current assets, which include property, plant and equipment, to
determine whether there is an indication that those assets have suffered an impairment loss in accordance with relevant
accounting policies on the respective category of non-current assets. Independent professional valuations to determine
the carrying amount of these assets will be procured when the need arise.
(iv)
Deferred Tax Assets

Deferred tax assets are recognised for all unutilised tax losses and deductible temporary differences to the extent that it
is probable that taxable prot will be available against which the losses and capital allowances can be utilised. Signicant
managements judgment is required to determine the amount of deferred tax assets that can be recognised, based upon
the likely timing and level of future taxable prots together with future tax planning strategies.
(v)
Allowance for Inventories

Reviews are made periodically by management on damaged, obsolete and slow-moving inventories. These reviews require
judgments and estimates. Possible changes in these estimates could result in revisions to the valuations of inventories.
(vi)
Allowance for Impairment of Receivables

The Group makes allowances for impairment based on an assessment of the recoverability of receivables. Allowances
are applied to receivables where events or changes in circumstances indicate that the carrying amounts may not be
recoverable. Management specically analysed historical bad debts, customer credit creditworthiness, current economic
trends and changes in customer payment terms when making a judgement to evaluate the adequacy of the allowance
for impairment of receivables. Where the expectation is different from the original estimate, such difference will impact the
carrying value of receivables.
(vii) Revaluation of Investment Properties

The Group carries its investment properties at fair values, with changes in fair values being recognised in prot or loss. The
Group engaged independent valuation specialists to determine the fair value in October 2010. The valuer used a valuation
technique based on open market value basis. The Directors are of the opinion that based on available market information,
there are no material changes on the fair value of the Groups investment properties. Therefore, no changes in fair value
are recognised in prot or loss during the nancial year.
(viii) Income Taxes
The Group is subject to income taxes in numerous jurisdictions. Signicant judgment is required in determining the capital
allowances and deductibility of certain expenses during the estimation of the provision for income taxes. There are many
transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business.
Where the nal tax outcome of these matters is different from the amounts that were initially recorded, such differences will
impact the income tax and deferred income tax provisions in the period in which such determination is made.
(ix)
Dened Benet Plan

The cost of dened benet plan as well as the present value of the unfunded obligation is determined using actuarial
valuation. The actuarial valuation involves making assumptions about discount rate, salary incremental rate and pension
incremental rate. All assumptions are reviewed at each reporting date.
50
ANNUAL REPORT 2014

4.
PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:
GROUP
COST
Balance at
01.02.2013
RM
Additions
RM
Disposals/
Written off
RM
Reclassied
RM
Balance at
31.01.2014
RM
Land
Stone quarry
Bridge
Factory
Leasehold building
Coldroom
Motor vehicles
19,984,765
1,000,000
790,000
806,099
15,752,469
3,758,704
13,761,487
500,000
26,990
6,500,000
9,850
686,653
323,212
3,420,501
(3,304,537)
(98,373)
(1,538,075)
20,484,765
1,000,000
790,000
833,089
6,500,000
9,850
13,134,585
3,983,543
15,643,913
55,853,524
11,467,206
(4,940,985)
62,379,745
Balance at
01.02.2013
RM
Charge for
the year
RM
Disposals/
Written off
RM
Reclassied
RM
Balance at
31.01.2014
RM
15,800
80,610
9,171,849
2,467,188
7,829,627
15,800
83,309
97,015
985
1,287,109
314,052
1,375,607
(2,826,658)
(98,371)
(1,346,379)
31,600
163,919
97,015
985
7,632,300
2,682,869
7,858,855
19,565,074
3,173,877
(4,271,408)
18,467,543
Balance at
01.02.20122
RM
Additions
RM
Disposals/
Written off
RM
Reclassied
RM
Balance at
31.01.2013
RM
790,000
15,551,527
3,095,330
13,771,165
19,984,765
1,000,000
806,099
1,340,985
688,574
3,018,984
(1,140,043)
(25,200)
(3,028,662)
790,000
(790,000)
-
19,984,765
1,000,000
790,000
806,099
15,752,469
3,758,704
13,761,487
33,208,022
26,839,407
(4,193,905)
55,853,524
ACCUMULATED
DEPRECIATION
Land
Stone quarry
Bridge
Factory
Leasehold building
Coldroom
Motor vehicles
COST
Land
Stone quarry
Bridge
Factory
Bridge under construction
Motor vehicles
ANNUAL REPORT 2014
51

4.
PROPERTY, PLANT AND EQUIPMENT (Contd)

ACCUMULATED
DEPRECIATION
Land
Stone quarry
Bridge
Factory
Motor vehicles
Balance at
01.02.2012
RM
Additions
RM
Disposals/
Written off
RM
Reclassied
RM
Balance at
31.01.2013
RM
8,447,179
2,236,873
9,091,145
15,800
80,610
1,442,445
255,514
1,260,885
(717,775)
(25,199)
(2,522,403)
15,800
80,610
9,171,849
2,467,188
7,829,627
19,775,197
3,055,254
(3,265,377)
19,565,074
GROUP
NET BOOK VALUE
Land
Stone quarry
Bridge
Factory
Leasehold building
Coldroom
Bridge under construction
Motor vehicles
COMPANY
COST

Motor vehicles
Ofce equipment
ACCUMULATED
DEPRECIATION
Motor vehicles
Ofce equipment
52
ANNUAL REPORT 2014
2014
RM
2013
RM
20,484,765
1,000,000
758,400
669,170
6,402,985
8,865
5,502,285
1,300,674
7,785,058
19,984,765
1,000,000
774,200
725,489
6,580,620
1,291,516
5,931,860
43,912,202
36,288,450
Balance at
01.02.2013
RM
Additions
RM
Disposals
RM
Balance at
31.01.2012
RM
82,814
600,544
105,689
498
19,900
13,810
(97,148)
-
83,312
523,296
119,499
789,047
34,208
(97,148)
726,107
Balance at
01.02.2013
RM
Charge for
the year
RM
Disposals
RM
Balance at
31.01.2012
RM
16,145
600,539
25,224
12,699
1,480
11,171
(97,147)
-
28,844
504,872
36,395
641,908
25,350
(97,147)
570,111

4.
PROPERTY, PLANT AND EQUIPMENT (Contd)
COST

Motor vehicles
Ofce equipment
ACCUMULATED
DEPRECIATION

Motor vehicles
Ofce equipment
Balance at
01.02.2012
RM
Additions
RM
Disposals
RM
Balance at
31.01.2013
RM
17,260
600,544
40,699
65,554
64,990
82,814
600,544
105,689
658,503
130,544
789,047
Balance at
01.02.2012
RM
Additions
RM
Disposals
RM
Balance at
31.01.2013
RM
8,630
600,539
16,280
7,515
8,944
16,145
600,539
25,224
625,449
16,459
641,908
2014
RM
2013
RM
54,468
18,424
83,104
66,669
5
80,465
155,996
147,139
NET BOOK VALUE

Motor vehicles
Ofce equipment
a.
Included in property, plant and equipment of the Group are motor vehicles and machinery and equipment acquired under
hire purchase arrangements at net book value of RM759,742 and RM1,273,500 (2013 RM438,250 and Nil) respectively.
b.
Included in property, plant and equipment of the Company are motor vehicles acquired under hire purchase arrangements
at net book value of Nil (2013 RM4).
c.
Included in property, plant and equipment of the Group and of the Company are the costs of the following fully depreciated
assets which are still in use:
GROUP

Motor vehicles
COMPANY
2014
RM
2013
RM
2014
RM
2013
RM
960,606
903,486
556,210
725,148
503,396
284,544
960,606
2,184,844
503,396
284,544
ANNUAL REPORT 2014
53

5.
INVESTMENT PROPERTIES
GROUP
At beginning of year
Add: Additional during the year
Less: Disposal during the year
At the end of year
2014
RM
2013
RM
133,725,737
5,892,065
139,617,802
(4,607,331)
135,010,471
130,868,507
4,024,035
134,892,542
(1,166,805)
133,725,737
126,231,936
7,611,731
1,166,804
135,010,471
123,565,704
7,611,731
2,548,302
133,725,737
Investment properties consist of the followings:
Long term leasehold land and buildings

Short term leasehold land
Freehold condominium
Certain investment properties of the Group with carrying amount of RM15,314,107 (2013 RM15,314,107) are pledged to
nancial institutions for borrowings granted to the Group as disclosed in Note 19 to the nancial statements.
Certain investment properties of the Group with carrying amount of RM36,964,233 (2013 RM36,964,233) are registered
under the name of third parties.
The short term and long term leasehold land and buildings have lease terms of 30 to 99 years.
Had the revalued investment properties been carried under the cost model, the carrying amounts of each class of investment
properties that would have been included in the nancial statements of the Group as at 31 January are as follows:
GROUP
Long term leasehold land and buildings

Short term leasehold land
Freehold condominium
2014
RM
2013
RM
48,887,930
3,746,846
1,166,804
53,801,580
47,721,698
3,746,846
2,548,302
54,016,846
The estimated fair value of the Groups investment properties amounting to RM103,418,000 (2013 RM103,418,000) was
based on valuations carried out by independent valuers, VPC Alliance (Sabah) Sdn. Bhd. and Henry Butcher Malaysia (Sabah)
Sdn. Bhd. in October 2010, to reect the market values. Valuations were based on current prices in an active market for all
properties.
6.
INVESTMENT IN SUBSIDIARY COMPANIES

COMPANY
2014
RM
Unquoted shares at cost
Less: Accumulated impairment losses
54
ANNUAL REPORT 2014
2013
RM
2,600,000
(2,599,998)
2,600,000
(2,599,998)

6.
INVESTMENT IN SUBSIDIARY COMPANIES

Details of the subsidiary companies are as follows:
NAME OF COMPANY
% EQUITY HELD
2014
2013
COUNTRY OF
INCORPORATION
PRINCIPAL
ACTIVITIES
Borneo Oil & Gas Corporation Sdn. Bhd.
100
100
Malaysia
Property development,
mining of limestone, gold
and other minerals and
related activities.
SB Partners Sdn. Bhd.
100
100
Malaysia
Investment holding.
Borneo Energy Sdn. Bhd.
100
100
Malaysia
Borneo Oil (Indonesia) Limited * @
100
100
Wilayah Persekutuan
Labuan, Malaysia
Oil, gas and energy and its

related businesses.
Oil, gas and energy and
its related businesses.
SB Franchise Management Sdn. Bhd.
100
100
Malaysia
Franchisee and provision of

management and marketing
services.
SB Resorts Sdn. Bhd.
100
100
Malaysia
Provision of management
services, catering services,
operations of lodge and cafe
cum entertainment and rental of
equipment.
Bonushopping Sdn. Bhd.
100
100
Malaysia
Dormant.
SB Supplies & Logistics Sdn. Bhd.
100
100
Malaysia
Sales and distributions of

food ingredients and other
related products and
equipment and spare parts.
Applebees Bakery Sdn. Bhd.
100
100
Malaysia
Dormant.
L & V Trading Sdn. Bhd.
100
100
Malaysia
Food processing
SB Food Enterprise Sdn. Bhd.
100
100
Malaysia
Investment properties. Ceased

business operations since
August 2006.
Sugarbun Pty Ltd *
100
Australia
Fast food restaurants and

related activities.
Subsidiaries of Borneo Oil &

Gas Corporation Sdn. Bhd.
Subsidiaries of SB Partners Sdn. Bhd.
Subsidiaries of SB Franchise
Management Sdn. Bhd.
ANNUAL REPORT 2014
55

6.
INVESTMENT IN SUBSIDIARY COMPANIES (Contd)
NAME OF COMPANY
% EQUITY HELD
2014
2013
COUNTRY OF
INCORPORATION
PRINCIPAL
ACTIVITIES
Subsidiaries of SB Resorts Sdn. Bhd.

SB Lifestyle Sdn. Bhd.
100
100
Malaysia
Investment properties.
The Borneo Bar Sdn. Bhd.
100
100
Malaysia
Dormant.
SB Rainforest Travel & Tours Sdn. Bhd.*
100
100
Malaysia
Have not commenced business

operations yet.
100
100
Malaysia
Investment holding.
100
100
Malaysia
Dormant.
Subsidiary of SB Supplies &

Logistics Sdn. Bhd.
Segama Resources Sdn. Bhd.
Subsidiary of Segama
Resources Sdn. Bhd.
Segama Ventures Sdn. Bhd.
*
@
7.
Not audited by STYL Associates

Shares of subsidiary companys results are consolidated based on management accounts as at 31 January 2014
INVESTMENT IN QUOTED SECURITIES

GROUP
2014
RM
2013
RM
Non-current assets
Quoted securities - at cost
Add: Additions during the year
Less: Disposals during the year
3,276,717
53,493
-
3,530,704
(253,987)
At end of year
3,330,210
3,276,717
Les s: Ac c umulated impairment losses

Add: Impairment during the year
Less: Reversal of impairment
3,259,215
42,493
(49,801)
3,274,503
(15,288)
At end of year
3,251,907
3,259,215
Net carrying amount
78,303
17,502
- at market value
78,303
17,502
56
ANNUAL REPORT 2014

8.
INVESTMENT IN GOLF CLUB MEMBERSHIP

GROUP AND COMPANY
2014
2013
RM
RM
9.
Non-current assets
Investment in golf club membership - at cost
64,000
- at market value
64,000
PREPAID LEASE PAYMENTS

GROUP
Prepaid lease rental

Less: Accumulated amortisation
2014
RM
2013
RM
27,474,992
(15,117,625)
27,474,992
(13,527,730)
12,357,367
13,947,262
Include in prepaid lease payments is the Groups cost incurred in developing two locations in Kota Kinabalu, Sabah belonging
to a government authority and, in return, the Group is allowed to operate its business operation in these two locations for
periods of between eleven to twenty years in lieu of rental payment.
10. DEVELOPMENT EXPENDITURE

GROUP
2014
RM
2013
RM
Add: Additions during the year
1,505,002
2,650,000
1,505,002
-
Less: Accumulated impairment losses
4,155,002
(1,505,001)
1,505,002
(1,505,001)
At end of year
2,650,001
11. INTANGIBLE ASSETS

GROUP
(a)
(b)
Goodwill on consolidation
At beginning and end of year
Patents and rights, at cost
Less: Accumulated amortisation
At end of year
Total intangible assets
COMPANY
2014
RM
2013
RM
2014
RM
2013
RM
11,833
11,833
5,000,000
(5,000,000)
-
5,000,000
(5,000,000)
-
5,000,000
(5,000,000)
-
5,000,000
(5,000,000)
-
11,833
11,833
ANNUAL REPORT 2014
57

12. INVENTORIES
GROUP
At cost:
Food and beverages and packing materials
Machinery and spare parts
2014
RM
2013
RM
2,234,841
1,121,404
3,055,910
111,188
3,356,245
3,167,098
13. TRADE RECEIVABLES

GROUP
Trade receivables
Less: Allowance for impairment
2014
RM
2013
RM
4,062,189
(1,979,821)
3,885,212
(1,979,821)
2,082,368
1,905,391
The Groups normal trade credit terms ranges from 30 to 60 days. Other credit terms are assessed and approved on a caseby-case basis.
The ageing analysis of the Groups trade receivables is as follows:
GROUP
2014
RM
2013
RM
Neither past due nor impaired

more than 91 days past due not impaired
1,943,761
2,118,428
1,052,325
2,832,887
4,062,189
(1,979,821)
3,885,212
(1,979,821)
2,082,368
1,905,391
Receivables that are neither past due nor impaired

Trade receivables that are neither past due nor impaired are creditworthy receivables with good payment records with the
Group and mostly are regular customers that have been transacting with the Group.
None of the Groups trade receivables that are neither past due nor impaired have been renegotiated during the nancial year.
Receivables that are past due but not impaired
The Group has trade receivables amounting to RM138,607 (2013 RM853,066) that are past due at the reporting date but not
impaired. These receivables are unsecured in nature.
58
ANNUAL REPORT 2014

13. TRADE RECEIVABLES (Contd)

Receivables that are impaired
The Groups trade receivables that are impaired at the reporting date and the movement of the allowance accounts used to
record the impairment are as follows:
Movements in the allowance accounts:
GROUP
2014
RM
2013
RM
Add: Charge during the year
Less: Reversal during the year
1,979,821
-
1,851,776
597,920
(469,875)
At end of year
1,979,821
1,979,821
Trade receivables that are individually determined to be impaired at the reporting date relate to receivables are in signicant
nancial difculties and have defaulted on payments. These receivables are not secured by any collateral or credit enhancements.
14. OTHER RECEIVABLES

GROUP
Prepayments
Deposits
Sundry receivables
Tax recoverable
COMPANY
2014
RM
2013
RM
2014
RM
2013
RM
800
2,579,757
8,505,135
85,295
875
1,303,957
5,638,356
245,945
25,217
697,583
-
25,217
231,032
234,516
11,170,987
(42,020)
7,189,133
(2,546,265)
722,800
-
490,765
(30,000)
11,128,967
4,642,868
722,800
460,765
Other receivables that are impaired

The Groups other receivables that are impaired at the reporting date and the movement of the allowance accounts used to
record the impairment are as follows:
Movements in the allowance accounts:
GROUP
Add: Charge for the year
Less: Reversal during the year
At end of year
COMPANY
2014
RM
2013
RM
2014
RM
2013
RM
2,546,265
(2,504,245)
207,706
2,338,559
-
30,000
(30,000)
30,000
-
42,020
2,546,265
30,000
ANNUAL REPORT 2014
59

15. AMOUNT DUE FROM/TO SUBSIDIARY COMPANIES

These amounts are unsecured, interest-free and repayable on demand.
16. CASH AND CASH EQUIVALENTS

For the purpose of the consolidated statement of cash ows, cash and cash equivalents comprise the following at the reporting
date:
GROUP
COMPANY
2014
2013
2014
2013
RM
RM
RM
RM
Cash and bank balances
Deposits with licensed nancial institutions
Bank overdraft
3,679,306
2,477,459
-
6,411,525
2,414,607
(29,036)
207,925
2,341,180
-
2,068,772
2,278,520
-
6,156,765
8,797,096
2,549,105
4,347,292
The weighted average interest rates of deposits at the end of nancial year range from 2.75% to 2.95% (2013 2.5% to 3.1%)
per annum and the average maturities of deposits are 365 days (2013 30 to 365 days).
The bank overdraft is temporary and unsecured.
17. SHARE CAPITAL

GROUP AND COMPANY
2014
2013
RM
RM
Authorised:
500,000,000 ordinary shares of RM1 each
500,000,000
500,000,000
Issued and fully paid:

Ordinary shares of RM1 each
Allotment during the year
199,194,600
11,050,000
165,926,000
33,268,600
At end of year
210,244,600
199,194,600
(a)
The Companys ESOS is governed by the by-laws approved by the shareholders at an Extraordinary General Meeting held
on 28 December 2011. The ESOS was implemented on 28 February 2012.
(b)
The main features of the ESOS are as follows:

(i)
The ESOS shall be in force for a period of 5 years from the date of the receipt of the last of the requisite approvals,
with extension of a further 5 years and may, at the discretion of the ESOS committee, be extended provided always
that the initial 5 year period and such extension made shall not in aggregate exceed a duration of 10 years.
(ii)
Eligible persons are employees of the Group (including executive directors) who have been conrmed in the
employment of the Group. The eligibility for participation in the ESOS shall be at the discretion of the Option
Committee appointed by the Board of Directors.
(iii)
The total number of shares to be issued under the ESOS shall not in aggregate exceed 15% of the issued and paidup share capital of the Company at any point in time during the tenure of the ESOS.
60
ANNUAL REPORT 2014

17. SHARE CAPITAL (Contd)

(b)
The main features of the ESOS are as follows: (Contd)

(iv)
The option price for each share shall be based on the weighted average market price of the shares for the 5 market
days preceeding the date of offer, with a discount of not more than 10%, if deemed appropriate, or the par value of
the shares, whichever is higher.
(v)
No option shall be granted for less than 100 shares nor more than 3,000,000 shares to any eligible employee.
(vi)
An option granted under the ESOS shall be capable of being exercised by the grantee by notice in writing to the
Company commencing from the date of offer but before the expiry of 5 years, with extension of a further 5 years.
(vii) The persons to whom the options have been granted have no right to participate by virtue of any share issue of any
other company.
(c)
There were no share options outstanding as at the end of the nancial year.
18. RESERVES
GROUP
2014
RM
COMPANY
2013
RM
2014
RM
2013
RM
Non-distributable:
Share premium
ESOS reserves
Warrants reserves
Capital reserves
Currency translation reserves
Treasury shares
24,164,992
45,717
2,672,933
15,000
(41,816)
(194,593)
24,164,992
45,717
2,672,933
15,000
(5,041)
-
24,164,992
45,717
2,672,933
(194,593)
24,164,992
45,717
2,672,933
-
Distributable:
Accumulated loss
(39,260,916)
(42,368,081)
(34,222,763)
(35,139,950)
(12,598,683)
(15,474,480)
(7,533,714)
(8,256,308)
Share premium
The reserve comprise premium paid on subscription of shares in the Company over and above par value of the shares.
Esos reserves
The Groups and the Companys ESOS reserve relates to the Borneo Oil Berhads Share Scheme of the Company, which were
made available to the employees of the Group and the Company as disclosed in page 3.
Capital reserves
The capital reserve arose from surplus on revaluation of investments in subsidiary against the cost of investments.
Currency translation reserves
The exchange uctuation reserve comprises all foreign currency differences arising from the translation of the nancial statements
of the Group entities with functional currencies other than RM.
Treasury shares
Treasury shares relate to ordinary shares of the Company that are held by the Company. The amount consists of the acquisition
costs of treasury shares net of proceeds received on their subsequent sale or issuance.
The Company acquired 420,000 (2013 Nil) shares in the Company through purchase from the open market during the
nancial year. The total amount paid to acquire the shares was RM194,593 (2013 Nil) and this was presented as a component
within shareholders equity. The average cost paid for the shares repurchased during the nancial year was RM0.46 (2013 Nil)
per share, including transaction costs, and the repurchase transactions were nanced by internally generated funds. The shares
repurchased are being held as treasury shares.
As at 31 January 2014, the Company has 420,000 (2013 Nil) ordinary shares held as treasury shares.
ANNUAL REPORT 2014
61

19. BORROWINGS
GROUP
Short Term Borrowings

Secured:
Term loans
Finance lease payables (Note 20)
Long Term Borrowings

Secured:
Term loans
Total Borrowings
Term loans
COMPANY
2014
RM
2013
RM
2014
RM
2013
RM
2,353,927
487,230
3,387,028
118,278
12,097
2,841,157
3,505,306
12,097
3,968,013
1,396,345
4,859,067
471,264
5,364,358
5,330,331
6,321,940
1,883,575
8,246,095
589,542
12,097
8,205,515
8,835,637
12,097
2,353,927
1,170,972
2,797,041
3,387,028
1,226,108
3,632,959
6,321,940
8,246,095
Maturity of borrowings (excluding

nance lease payables):
Within one year
More than one year and less than two years
More than two years and less than ve years
The effective interest rates during the nancial year for borrowings, excluding hire purchase and nance lease payables, are as
follows:
GROUP
2014
%
Term loans
3.75 - 8.1
2013
%
3.75 - 8.1
The term loans of the Group are secured by the following:

(i)
(ii)
(iii)
(iv)
(v)
First legal charge over leasehold land and buildings of the Group as disclosed in Note 5 to the nancial statements;
First xed legal charge over two parcels of lands owned by a third party;
First xed and oating charge by way of debenture on assets of a subsidiary company;
Corporate guarantee by the Company; and
Deed of assignment of all rights, interest and benets of contract signed in respect of prepaid lease payments as disclosed
in Note 9 to the nancial statements.
62
ANNUAL REPORT 2014

20. FINANCE LEASE PAYABLES

GROUP
COMPANY
2014
RM
2013
RM
2014
RM
2013
RM
- not later than one year
587,748
179,305
12,283
- later than one year and not later than two years
587,748
167,022
- later than two years and not later than ve years
875,826
311,718
48,972
2,100,294
658,045
12,283
(216,719)
(68,503)
(186)
1,883,575
589,542
12,097
487,230
118,278
12,097
489,399
864,805
42,141
153,253
318,011
-
1,883,575
589,542
12,097
487,230
1,396,345
118,278
471,264
12,097
-
1,883,575
589,542
12,097
Minimum lease payments
- later than ve years

Less: Amount representing nance charges
Present value of minimum lease payment
Represented by:
Current
- not later than one year
Non-current
- later than one year and not later than two years
- later than two years and not later than ve years
- later than ve years
Analysed as:
Due within one year
Due after one year
The hire purchase and nance lease payables bore interest of between 2.98% and 8.74% (2013 3.99% and 8.74%) per
annum.
21. DEFERRED TAX LIABILITIES
GROUP
2014
RM
2013
RM
Recognised in the statements of prot or loss and other comprehensive
income (Note 27)
27,700
3,600
27,700
At end of year
31,300
27,700
This is in respect of taxation effect on temporary differences arising from capital allowance claimed on property, plant and
equipment in excess of their depreciation charges.
22. TRADE PAYABLES

The normal trade credit terms granted to the Group ranges from 30 to 90 days.
ANNUAL REPORT 2014
63

23. OTHER PAYABLES

GROUP
Accruals
Deposits received
Sundry payables
COMPANY
2014
RM
2013
RM
2014
RM
2013
RM
2,216,377
1,789,180
4,237,840
364,496
1,298,949
5,841,135
46,875
185,100
1,437,928
37,248
185,100
161,993
8,243,397
7,504,580
1,669,903
384,341
24. REVENUE
GROUP
Oil, gas and energy related businesses

Sales from fast food and restaurant operations
Revenue from administrative,
management and marketing services
Franchise fees
Rental income
Machinery and spare parts
COMPANY
2014
RM
2013
RM
2014
RM
2013
RM
1,917,571
34,597,126
359,287
29,845,174
1,965,678
2,065,259
51,097
1,220,020
1,801,857
1,324,334
-
636,000
1,756,358
-
636,000
2,174,404
-
41,816,751
33,330,652
2,392,358
2,810,404
25. OTHER INCOME

GROUP

Dividend income
Gain on disposal of investment in quoted shares
Gain on disposal of property, plant and
equipment
Gain on foreign exchange
Insurance claim received
Interest income
Procurement fee
Reversal of impairment on other
investment
Sundry income
64
ANNUAL REPORT 2014
COMPANY
2014
RM
2013
RM
2014
RM
2013
RM
2,504,245
444
1,823,167
469,875
10,063
508,842
30,000
-
29,999
2,799
68,520
64,650
6,000,000
84,865
4,803
118,032
-
29,999
62,660
-
115,266
-
49,801
532,719
15,288
636,727
76
11,076,344
1,848,495
122,735
115,266

26. (LOSS)/PROFIT BEFORE TAXATION

This has been determined after charging the following items:
GROUP

Amortisation of prepaid lease rental
Audit fees
- current year
- overprovision in prior year
Deposits written off
Depreciation
Executive Directors remuneration (Note 30)
Hire of machineries
Impairment loss in investment in quoted securities
Impairment loss in project development
Interest expenses:
- Finance lease interest
- Late payment interest
- Term loan interest
Loss on disposal of property, plant and equipment
Non-executive Directors remuneration (Note 30)
Property, plant and equipment written off
Rental of hostel
Rental of land
Rental of equipment, machinery and motor vehicle
Rental of premises
and crediting the following items:
Dividend income
Gain on disposal of property, plant and equipment
Gain on disposal of investment in quoted securities
Gain on foreign exchange
Insurance claim received
Interest income
Procurement fee
Reversal on impairment of other investment
COMPANY
2014
RM
2013
RM
2014
RM
2013
RM
1,589,895
2,611,083
1,589,895
5,498
-
1,883,087
-
164,115
3,173,877
216,000
160,931
42,493
-
156,560
(43,166)
383,028
3,055,254
60,000
1,505,001
42,000
25,350
60,000
-
42,000
(12,600)
16,459
60,000
-
58,711
41,475
354,828
235,410
130,000
46,805
26,800
70,466
937,942
923,850
28,710
1,905
569,406
139,000
612,192
4,800
2,160
870,108
186
30,000
24,000
1,983
30,000
24,000
3,075,672
444
1,761,199
2,799
68,520
64,650
6,000,000
49,801
469,875
508,842
84,865
10,063
4,803
118,032
15,288
30,000
29,999
62,660
-
115,266
-
ANNUAL REPORT 2014
65

27. TAXATION
The provision for taxation for the nancial year is computed at the prevailing tax rates.
GROUP
Provision for current year

(Over)/Underprovision in prior years
Deferred taxation (Note 21)
COMPANY
2014
RM
2013
RM
2014
RM
2013
RM
671,500
(59,294)
3,600
241,700
(50)
27,700
342,000
28,817
-
(50)
-
615,806
269,350
370,817
(50)
Income tax is calculated at the Malaysian statutory tax rate of 25% of the estimated assessable prot/(loss) for the year.
A reconciliation of income tax expenses applicable to prot/(loss) before taxation at the statutory income tax rate to income tax
expenses at the effective income tax rate of the Group and of the Company is as follows:
GROUP

Taxation at the Malaysian statutory tax
rate of 25%
Income not subjected to tax
Expenses not deductible for tax purposes
Deferred tax assets not recognised on:
- Unabsorbed tax losses
Utilisation of previously unrecognised tax
losses and unabsorbed capital allowances
(Over)/Underprovision of income tax in
prior years
- Malaysian tax
Tax expense for the year
COMPANY
2014
RM
2013
RM
2014
RM
2013
RM
3,722,971
(7,818,759)
1,288,004
(225,840)
930,743
(3,044,016)
3,374,098
(1,954,690)
(297,163)
2,797,145
322,001
(30,665)
80,283
(56,460)
(28,817)
71,309
132,640
13,968
(585,725)
(408,532)
(29,619)
(59,294)
(50)
28,817
(50)
615,806
269,350
370,817
(50)
The Group and the Company have not recognised deferred tax assets in respect of the following items:
GROUP
Unabsorbed tax losses

Unutilised capital allowances
COMPANY
2014
RM
2013
RM
2014
RM
2013
RM
31,453,318
8,506,364
36,189,135
11,279,578
145,015
-
39,959,682
47,468,713
145,015
The unabsorbed tax losses and unutilised of capital allowances are available for offset against future taxable prots of the
subsidiary and Company in which those items arose. These amounts are subject to agreement by the Inland Revenue Board.
66
ANNUAL REPORT 2014

28. EARNINGS/(LOSS) PER SHARE

Basic earnings/(loss) per share:
Basic earnings/(loss) per share is calculated by dividing the net prot/(loss) for the year by the weighted average number of
ordinary shares in issue during the nancial year.
GROUP
2014
Prot/(Loss) for the year (RM)
Weighted average number of ordinary shares in issue
Basic earnings/(loss) per share (sen)
3,107,165
202,287,504
1.54
2013
(8,088,109)
185,303,345
(4.36)
The effects on the basic earnings/(loss) per share for the current nancial year arising from the assumed exercise of warrants
are anti-dilutive. Accordingly, diluted earnings/(loss) per share for the current year has not been presented.
29. STAFF COSTS

GROUP
Salaries and allowances

E.P.F. and Socso contributions
Other staff related expenses
COMPANY
2014
RM
2013
RM
2014
RM
2013
RM
5,343,988
498,436
213,397
4,034,173
369,881
220,564
453,410
45,666
19,768
456,590
42,818
24,840
6,055,822
4,624,618
518,844
524,248
Included in staff costs of the Group and of the Company are executive Directors remuneration amounting to RM216,000 (2013
RM60,000) and RM60,000 (2013 RM60,000) respectively as disclosed in Note 30 to the nancial statements.
30. DIRECTORS REMUNERATION

GROUP
COMPANY
2014
RM
2013
RM
2014
RM
2013
RM
Directors of the Company

Executive:
Fees
216,000
60,000
60,000
60,000
Non-Executive:
Fees
130,000
139,000
30,000
30,000
Total
346,000
199,000
90,000
90,000
ANNUAL REPORT 2014
67

29. DIRECTORS REMUNERATION (Contd)

The number of Directors of the Company whose total remuneration during the year fell within the following bands is analysed
below:
Number of Directors
2014
2013
Executive Directors:
Below RM50,000
RM50,001 - RM100,000
RM100,001 - RM150,000
Above RM150,000
1
-
Non-Executive Directors:
Below RM50,000
RM50,001 - RM100,000
RM100,001 - RM150,000
3
-
3
1
31. RELATED PARTY TRANSACTIONS

(a)
Signicant related party transactions

The signicant related party transactions of the Company comprise the following:
COMPANY
2014
RM
2013
RM
Management fee received from subsidiary company

- SB Franchise Management Sdn. Bhd.
600,000
600,000
Licensing fee received from subsidiary companies

- L & V Trading Sdn. Bhd.
- SB Supplies & Logistics Sdn. Bhd.
877,442
878,916
1,046,085
1,128,319
These transactions have been entered into in the normal course of business and have been established on terms and conditions
that are not materially different from those obtainable in transactions with unrelated parties.
(b)
Compensation of key management personnel (KMP)

Key management personnel are those persons having authority and responsibility for planning, directing and controlling
the activities of the entity either directly or indirectly. The key management personnel of the Group are executive directors
of the Group.
The remuneration of key management personnel during the year was as follows:
GROUP
Total KMPs remuneration

68
ANNUAL REPORT 2014
COMPANY
2014
RM
2013
RM
2014
RM
2013
RM
216,000
60,000
60,000
60,000

32. CONTINGENT LIABILITIES

COMPANY
Unsecured:
Corporate guarantees given to banks and other nancial institutions for
credit facilities granted to subsidiary companies
2014
RM
2013
RM
13,217,269
14,099,470
33. FINANCIAL INSTRUMENTS

(a)
Classication of nancial instruments

The table below provides analysis of nancial instruments of the Group and of the Company. The Group and the Company
categorised nancial assets as loans and receivables (L&R) and available-for-sale nancial assets (AFS) and nancial
liabilities as other nancial liabilities measured at amortised cost (AC).
Group
AFS
RM
L&R
RM
AC
RM
TOTAL
RM
78,303
64,000
-
2,082,368
11,128,968
6,156,765
78,303
64,000
2,082,368
11,128,968
6,156,765
142,303
19,368,101
19,510,404
1,958,266
8,243,398
6,321,940
1,883,575
1,958,266
8,243,398
6,321,940
1,883,575
18,407,179
18,407,179
17,502
-
1,905,391
4,642,868
8,797,096
17,502
1,905,391
4,642,868
8,797,096
17,502
15,345,355
15,362,857
1,928,653
7,504,580
8,246,095
589,542
1,928,653
7,504,580
8,246,095
589,542
18,268,870
18,268,870
At 31 January 2014
Financial Assets
Trade receivables
Other receivables
Financial Liabilities
Trade payables
Other payables
Term loans
Finance lease payables
At 31 January 2013
Financial Assets
Trade receivables
Other receivables
Financial Liabilities
Trade payables
Other payables
Term loans
ANNUAL REPORT 2014
69

33. FINANCIAL INSTRUMENTS (Contd)

(a)
Classication of nancial instruments (Contd)

Company
AFS
RM
L&R
RM
AC
RM
TOTAL
RM
64,000
-
722,800
64,000
722,800
203,575,662
2,549,105
203,575,662
2,549,105
64,000
206,847,567
206,911,567
1,669,903
1,669,903
2,565,949
2,565,949
4,235,852
4,235,852
460,765
460,765
188,955,639
4,347,292
188,955,639
4,347,292
193,763,696
193,763,696
384,341
384,341
2,576,107
12,097
2,576,107
12,097
2,972,545
2,972,545
At 31 January 2014
Financial Assets
Other receivables
Amount due from subsidiary
companies
Other payables
Amount due to subsidiary
companies
Company
At 31 January 2013
Financial Assets
Other receivables
Amount due from subsidiary
companies
Other payables
companies
(b)
Financial Risk Management Policies

The Group and the Company are exposed to nancial risks arising from their operations and the use of nancial instruments.
The key nancial risks include interest rate risk, credit risk, foreign currency risk, liquidity risk and market price risk.
The Groups nancial risk management policy seeks to ensure that adequate nancial resources are available for the
development of the Groups business whilst managing these risks. The Groups risk management approach seeks to
minimise the potential material adverse impact of those exposures.
The following section provides details regarding the Groups and Companys exposure to the abovementioned nancial
risks and the objectives, policies and processes for the management of these risks.
70
ANNUAL REPORT 2014


(b)
Financial Risk Management Policies (Contd)

(i)
Interest rate risk

Interest rate risk is the risk that the fair value or future cash ows of the Groups nancial instruments will uctuate
because of changes in market interest rates.
The Groups interest risk arises primarily from interest-bearing nancial assets and nancial liabilities. The Groups
interest-bearing nancial assets include xed deposits that are short term in nature and are held to earn a better
yield than cash at banks. The xed deposits placed with licensed banks at xed rate expose the Group to fair value
interest rate risk. The Groups interest-bearing nancial liabilities include hire purchase and nance lease payables
and term loans.
Borrowings at oating rates expose the Group to cash ow interest rate risk whilst nance lease payables at xed
rate expose the Group to fair value interest rate risk. The Group manages its interest rate exposure by maintaining a
mix of xed and oating rate borrowings.
The following tables set out the carrying amounts, the weighted average effective interest rates (WAEIR) as at
the reporting date and the remaining maturities of the Groups and of the Companys nancial instruments that are
exposed to interest rate risk:
Group
At 31 January 2014
Fixed rate
Deposits with licensed
nancial institutions
2-5
years
RM
More
than 5
years
RM
Total
RM
Note
WAEIR
%
Within 1
year
RM
16
20
2.95
5.15
2,477,459
487,230
1,396,345
2,477,459
1,883,575
2,964,689
1,396,345
4,361,034
Floating rate
Term loans
19
5.93
2,353,927
3,968,013
6,321,940
At 31 January 2013
Fixed rate
16
20
2.75
5.24
2,414,607
118,278
471,264
2,414,607
589,542
2,532,885
471,264
3,004,149
3,387,028
4,859,067
8,246,095
Floating rate
Term loans
19
3.85
ANNUAL REPORT 2014
71


(b)

(i)
Interest rate risk (contd)
2-5
years
RM
More
than 5
years
RM
Total
RM
Note
WAEIR
%
Within 1
year
RM
16
2.75
2,341,180
2,341,180
2,341,180
2,341,180
2,278,520
12,097
2,278,520
12,097
2,290,617
2,290,617
Company
At 31 January 2014
Fixed rate
At 31 January 2013
Fixed rate
16
20
2.59
3.99
Interest rate risk sensitivity analysis

The following table details the sensitivity analysis to a reasonably possible change in the interest rates as at the end
of the reporting period, with all other variables held constant:
Group
(ii)
2014
Increase/
(Decrease)
RM
2013
Increase/
(Decrease)
RM
Effect on prot after taxation

Increase of 100 Basis Point (bp)
Decrease of 100 Basis Point (bp)
(63,219)
63,219
(82,461)
82,461
Effect on equity
Increase of 100 Basis Point (bp)
Decrease of 100 Basis Point (bp)
(63,219)
63,219
(82,461)
82,461
Credit risk
Credit risk is the risk of loss that may arise on outstanding nancial instruments should a counterparty default on its
obligations. The Groups exposure to credit risk arises primarily from trade and other receivables. For other nancial
assets (including investment in quoted shares and cash and cash equivalents), the Group minimise credit risk by
dealing exclusively with high credit rating counterparties.
72
ANNUAL REPORT 2014


(b)

(ii)
Credit risk (Contd)

The Company is also exposed to credit risk arising from corporate guarantee provided in respect of credit facilities
granted to the subsidiary companies (Note 32).
The Groups objective is to seek continual revenue growth while minimising losses incurred due to increased credit
risk exposure. The Group trades only with recognised and creditworthy third parties. It is the Groups policy that all
customers who wish to trade on credit terms are subject to credit verication procedures. In addition, receivable
balances are monitored on an ongoing basis with the result that the Groups exposure to bad debts is not signicant.
Exposure to credit risk
At the reporting date, the Groups and the Companys maximum exposure to credit risk is represented by:
-
The carrying amount of each class of nancial assets recognised in the statements of nancial position.
A nominal amount of RM13,217,269 (2013 RM14,099,470) relating to corporate guarantees to bank and
other nancial institutions for credit facilities granted to subsidiary companies.
Financial assets that are neither past due nor impaired

Information regarding trade receivables that are neither past due nor impaired is disclosed in Note 13. Deposits with
banks and other nancial institutions and quoted shares that are neither past due nor impaired are placed with or
entered into with reputable nancial institutions or companies with high credit ratings and no history of default.
Financial assets that are either past due or impaired
Information regarding trade and other receivables that are either past due or impaired is disclosed in Notes 13
and 14.
(iii) Foreign currency risk
The Group is exposed to transactional currency risk primarily through sales, purchases and investment that are
denominated in a currency other than the functional currency of the operations to which they relate. The currencies
giving rise to this risk are primarily United States Dollar, Singapore Dollar and Brunei Dollar. Foreign exchange
exposures in transactional currencies other than functional currencies of the operating entities are kept to an
acceptable level.
The net unhedged nancial assets and nancial liabilities of the Group that are not denominated in their functional
currencies are as follows:
Net nancial assets/(nancial liabilities)
<---------------- held in non-functional currency ----------------->
United
States
Singapore
Brunei
Functional Currency
Dollar
Dollar
Dollar
Total
RM
RM
RM
RM
Group
At 31 January 2014
Trade receivables
Trade payables
67,303
63,069
-
(23,913)
24,934
-
67,303
88,003
(23,913)
130,372
(23,913)
24,934
131,393
ANNUAL REPORT 2014
73


(b)

(iii)
Foreign currency risk (contd)

Net nancial assets/(nancial liabilities)
<---------------- held in non-functional currency ----------------->
United
States
Singapore
Brunei
Dollar
Dollar
Dollar
Total
RM
RM
RM
RM
Functional Currency
Group
At 31 January 2013
Trade receivables
17,502
118,360
-
11,652
3,546
17,502
130,012
3,546
135,862
15,198
151,060
Sensitivity analysis for foreign currency risk

The following table demonstrates the sensitivity of the Groups prot net of tax to a reasonably possible change in the
United States Dollar (USD), Singapore Dollar (SGD) and Brunei Dollar (BRN) exchange rates against the respective
functional currencies of the Group entities, with all other variables held constant.
GROUP
USD/RM
SGD/RM
BRD/RM
(iv)
2014
RM
2013
RM
- Strengthened 5%
6,519
6,793
- Weakened 5%
(6,519)
(6,793)
- Strengthened 5%
(1,196)
- Weakened 5%
1,196
- Strengthened 5%
1,247
760
- Weakened 5%
(1,247)
(760)
Liquidity risk
Liquidity risk is the risk that the Group or the Company will encounter difculty in meeting nancial obligations due
to shortage of funds. The Groups and the Companys exposure to liquidity risk arises primarily from mismatches
of the maturities of nancial assets and liabilities. The Groups and the Companys objective is to maintain a balance
between continuity of funding and exibility through the use of stand-by credit facilities.
The table below summarises the maturity prole of the Groups and the Companys liabilities at the reporting date
based on contractual undiscounted repayment obligations.
74
ANNUAL REPORT 2014


(b)

(iv)
Liquidity risk (contd)
GROUP
At 31 January 2014
Trade payables
Other payables
Term loans
On demand
or within 1
year
RM
2-5
years
RM
More than 5
years
RM
Total
RM
1,958,266
8,243,398
2,353,927
487,230
3,968,013
1,396,345
1,958,266
8,243,398
6,321,940
1,883,575
13,042,821
5,364,358
18,407,179
1,928,653
7,504,580
3,387,028
118,278
4,859,067
471,264
1,928,653
7,504,580
8,246,095
589,542
12,938,539
5,330,331
18,268,870
On demand
or within 1
year
RM
2-5
years
RM
More than 5
years
RM
Total
RM
1,669,903
1,669,903
2,565,949
2,565,949
4,235,852
4,235,852
384,341
384,341
2,576,107
12,097
2,576,107
12,097
2,972,545
2,972,545
At 31 January 2013
Trade payables
Other payables
Term loans
COMPANY
At 31 January 2014
Other payables
companies
At 31 January 2013
Other payables
companies
ANNUAL REPORT 2014
75


(b)

(v)
Market price risk

Market price risk is the risk that the fair value or future cash ows of the Groups nancial instruments will uctuate
because of changes in market prices.
The Group is exposed to securities price risk from its investment in quoted shares. These quoted shares are classied
as available-for-sale nancial assets.
The Groups objective is to manage investment returns and the price risk by investing in investment grade securities
with steady dividend yield.
34. FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of the Groups nancial assets (except investment in quoted shares and investment in golf club
membership) and liabilities are reasonable approximation of their fair values, either due to their short-term nature or that they
are oating rate instruments that are re-priced to market interest rates on or near the reporting date.
The fair value of investment in quoted shares and investment in golf club membership is determined by reference to the market
price at the reporting date, and is disclosed in Notes 7 and 8.
The Group does not anticipate the carrying amounts recorded at the reporting date to be signicantly different from the values
that would eventually be received or settled.
35. CAPITAL MANAGEMENT

The Groups objectives when managing capital is to maintain a strong capital base and safeguard the Groups ability to continue
as a going concern, so as to maintain investor, creditor and market condence and to sustain future development of the
business. The Directors monitor and are determined to maintain an optimal debt-to- equity ratio that complies with debt
convenants and regulatory requirements.
The debt-to-equity ratios as at 31 January 2013 and as at 31 January 2014 were as follows:
GROUP
2014
RM
2013
RM
Trade payables
1,958,266
1,928,653
Other payables
8,243,398
7,504,580
Total borrowings (Note 19)

Less: Cash and cash equivalents
Net debt
8,835,637
(8,797,096)
12,250,414
9,471,774
Equity attributable to the owners of the parent
197,645,917
183,720,120
Capital and net debt
209,896,331
193,191,894
0.06
0.05
Gearing ratio
There were no changes in the Groups approach to capital management during the year.
76
8,205,515
(6,156,765)
ANNUAL REPORT 2014

36. SUBSEQUENT EVENT

There was no other material event except on 14 March 2014, Borneo Oil & Gas Corporation Sdn. Bhd., a wholly owned
subsidiary company of the Company has entered into a Sub-Contract Agreement with Champmark Sdn. Bhd. to act as its
contractor to carry out the prospecting and mining of alluvial and lode gold on an exclusive basis on an area located at Mukim
Batu Yon, District of Lipis, Pahang. The details of which had been duly announced to Bursa Malaysia Securities Berhad.
37. SEGMENTAL INFORMATION

(a)
Operating segments
For management purpose, the Group is organised into four major operating segments based on their products and
services as follows:
i)
ii)
iii)
iv)
Head ofce and others

Fast food operations
Management and operations of properties
Oil, gas and energy related businesses
The Directors are of the opinion that all inter-segment transactions have been entered into in the normal course of
business and have been established on terms and conditions that are not materially different from those obtainable in
transactions with unrelated parties.
(b)
Geographical segments
Segmental reporting by geographical location has not been prepared as the Groups operations are only carried out in
Malaysia.
(c)
Information about major customers

Revenue from major customers of the Group amount to RM1,926,812 (2013 - RM1,345,994) arising from sales by the
fast food operations segment
ANNUAL REPORT 2014
77
37.
78
ANNUAL REPORT 2014

34,323,374
5,207,951
5,539,806
5,539,806
(4,129,644)
6,314,357
6,314,357
RM
2013
32,395,998
(6,152,921)
1,917,571
1,917,571
RM
2014
26,967,457
(4,278,455)
359,287
359,287
RM
2013
RM
(29,720,573) (22,658,459)
(29,720,573) (22,658,459)
RM
2013
Elimination
2014
4,136,511
4,136,511
41,816,751
41,816,751
RM
2,063,789
Segment liabilities
78
ANNUAL REPORT 2014
lease rental
25,350
Depreciation
Amortisation of prepaid
34,208
Capital expenditure
OTHER INFORMATION
3,590,890
Segment assets
17,736
165,414
662,038
685,689
8,367,086
4,991,360
607,494
495,194
4,498,277
1,589,895
1,532,402
6,011,452
7,860,291
1,589,895
1,736,549
4,622,234
11,907,556
930,436
1,406,256
4,247,166
693,475
25,132,100
1,715,247
(269,350)
(8,088,109)
(8,088,109)
1,589,895
3,173,877
15,819,002
19,162,606
1,589,895
3,055,254
30,414,942
18,783,118
216,808,523 202,503,238
3,107,165
Prot/(Loss) for the y ear
ASSETS AND LIABILITIES
3,107,165
Prot/(Loss) after taxation
(598,116)
(7,220,643)
(7,220,643)
33,330,652
33,330,652
RM
2013
Consolidated
2014
(615,806)
13,383,523 159,817,610 140,813,364
(786,316)
46,505,063
19,884,055
26,621,008
RM
2014
Taxation
21,004,025
5,322,948
61,687,589
27,364,215
RM
2013
Oil, Gas and Energy

Related Businesses
(413,540)
21,338,894
1,973,772
2,810,404
2,774,404
RM
2014
Management and
Operations of Properties
Finance costs, net
Prot/(Loss) from op erations
Segment results
(241,467)
2,392,358
Total revenue
Results
2,356,358
36,000
RM
RM
36,000
2013
Others
2014
Fast Food
Operations
Head Ofce and
Inter-segment sales
External sales
Revenue
SEGMENTAL INFORMATION (Contd)


38. SUPPLEMENTARY INFORMATION ON THE DISCLOSURE OF REALISED AND UNREALISED PROFITS OR LOSSES
The following analysis of realised and unrealised retained prots or losses of the Group and of the Company as at the reporting
date is presented in accordance with the directive issued by Bursa Securities dated 25 March 2010 and prepared in accordance
with Guidance on Special Matter No.1, Determination of Realised and Unrealise Prots or Losses in the Context of Disclosure
Pursuant to Bursa Securities Listing Requirements, as issued by the Malaysian Institute of Accountants.
The accumulated losses of the Group and of the Company as at year end is analysed as follows:
GROUP
COMPANY
2014
RM
2013
RM
2014
RM
2013
RM
(144,174,850)
83,038,956
(145,775,309)
79,917,083
(34,222,763)
-
(35,139,950)
-
(61,135,894)
(65,858,226)
(34,222,763)
(35,139,950)
Add: Consolidated adjustments
21,874,978
23,490,145
Total accumulated losses
(39,260,916)
(42,368,081)
(34,222,763)
(35,139,950)
Total accumulated losses of the Company

and its subsidiaries
- Realised
- Unrealised
The disclosure of realised and unrealised prots or losses above is solely for complying with the disclosure requirements
stipulated in the directive of Bursa Malaysia and should not be applied for any other purposes.
ANNUAL REPORT 2014
79
LIST OF PROPERTIES
Particulars of the Groups Properties
The properties of the Group as at 31 January 2014 and their carrying values are indicated as follows:
Location
Description
Tenure
Land Area
Carrying
Age of
Value
Building RM000
Date of
Acquisition
NT 013064812, Kg. Mansiang,

Vacant land
Kokol, Menggatal, Kota Kinabalu,
Sabah
Leasehold, 30 years
expiring 2.7.2032
13.08 acres
Nil
654
3.7.2002

Vacant land
Kokol, Menggatal, Kota Kinabalu,
Sabah
Leasehold, 30 years
expiring 2.7.2032
5.70 acres
Nil
383
3.7.2002
FR 014015706, Kokol,
Vacant land
Menggatal, Kota Kinabalu, Sabah
Leasehold, 30 years
expiring 2.7.2032
23.15 acres
Nil
926
3.7.2002
NT 013068570, Kokol,
Vacant land
Leasehold, 30 years
expiring 2.7.2032
16.90 acres
Nil
676
3.7.2002
FR 014013462, Kokol,
Vacant land
Leasehold, 30 years
expiring 2.7.2032
15.00 acres
Nil
570
3.7.2002
NT 013096985,Kokol,
Vacant land
Leasehold, 30 years
expiring 2.7.2032
3.766 hectares
Nil
372
3.7.2002
NT 013091202,Kokol,
Vacant land
Leasehold, 30 years
expiring 2.7.2032
11.70 acres
Nil
468
3.7.2002
NT 013068954,Tombongan,
Vacant land
Leasehold, 30 years
expiring 2.7.2032
12.67 acres
Nil
532
3.7.2002
CL 015279099, Kg. Kiansom,

Kota Kinabalu, Sabah
Leasehold, 99 years
expiring 31.12.2059
22.15 acres
Nil
3,987
26.12.2002
10
NT 013068589, Kg Kokol,
Vacant land
Perpetuity
6.75 acres
Nil
270
5.3.2003
11
NT 013067939, Kg Togung,
Vacant land
Perpetuity
2.76 acres
Nil
138
5.3.2003
12

Vacant land
Perpetuity
5.65 acres
Nil
282
5.3.2003
13

Vacant land
Perpetuity
3.89 acres
Nil
194
5.3.2003
14
NT 013067751, Kg Kokol,
Vacant land
Perpetuity
12.95 acres
Nil
518
5.3.2003
15
FR 014009057, Kg Kokol,
Vacant land
Perpetuity
12.66 acres
Nil
633
5.3.2003
16
NT 014009066, Kg Kokol,
Vacant land
Perpetuity
14.59 acres
Nil
730
5.3.2003
17
NT 013068043, Kg Togung,
Vacant land
Perpetuity
2.65 acres
Nil
106
5.3.2003
18
CL 065313804, Kg. Kundasang,

Ranau, Sabah
Vacant land
Leasehold 99 years
expiring on 31.12.2081
1.57 acres
Nil
160
5.3.2003
19
CL 095310071, Sg. Metah,

Vacant land
Kinabatangan District, Sandakan,
Sabah
Leasehold 99 years
100.07 acres
Nil
2,305
25.7.2008
20
CL 115379265, Kg. Upak,

Ulu Segama, Lahad Datu, Sabah
Leasehold 99 years
14.41 acres
Nil
255
25.7.2008
80
ANNUAL REPORT 2014
Vacant land
Vacant land
LIST OF PROPERTIES (Contd)

Particulars of the Groups Properties (Contd)
Carrying
Age of
Value
Building RM000
Location
Description
Tenure
Land Area
Date of
Acquisition
21
Approximately 43% of
the undivided Share of CL
115349070, Ulu Segama
Lahad Datu
Vacant land
Leasehold, 99 years
expiring 31.12.2072
92.48 acres
Nil
21,077
23.1.2009
22
NT 113026305, NT 113016336,
NT 113016345, NT113016354,
NT113050392, NT 113019551,
NT 113019560, NT 113019588,
NT113019579, NT 113019597 &
NT 113018492, Kg. Upak,
Vacant land
Leasehold 99 years
161.57 acres
Nil
56,531
18.2.2008
23
NT 113018509, NT 113018527, Vacant land

NT 113018563, NT 1113018554,
& NT 113053277, Kg. Upak,
Leasehold 99 years
79.89 acres
Nil
13,649
29.2.2008
24
NT013064214, Pulau Gaya

Vacant land
Leasehold 30 years
2.05 acres
Nil
25
NT013077300, Pulau Gaya

Vacant land
Leasehold 30 years
5.16 acres
Nil
26
1 unit Waikiki Condominium

HC-1202, Kota Kinabalu, Sabah
Condominium
leasehold 999 years

4,350 sq, ft.
31 years
1,359
17.11.2003
27
NT 053047199, Kg Rukam,
Kudat
Vacant land
Leasehold 30 years
5.09 acres
Nil
1,850
30.7.2010
28
NT 053047297, Kg Rukam,
Kudat
Vacant land
Leasehold 30 years
3.36 acres
Nil
1,400
30.7.2010
29
NT113065062, Ulu Segama

Lahad Datu, Sabah
Vacant land
Leasehold 30 years
8.465 acres
Nil
01.10.2012
30

Lahad Datu, Sabah
Vacant land
Leasehold 30 years
8.675 acres
Nil
01.10.2012
31

Lahad Datu, Sabah
Vacant land
Leasehold 30 years
7.652 acres
Nil
32

Lahad Datu, Sabah
Vacant land
Leasehold 30 years
8.687 acres
Nil
33
NT06301807, Kampung Silad

Ranau, Sabah
Vacant land
Leasehold 30 years
18.08 acres
Nil
4,520
01.12.2012
34
NT063118516, Kampung
Bongkud, Ranau, Sabah
Vacant land
Leasehold 30 years
4.997 acres
Nil
3,800
01.08.2012
35
NT113006474, Silam Road,

Lahad Datu, Sabah
Vacant land
Leasehold 30 years
16.16 acres
Nil
5,040
21.03.2012
36
CL065311908, Kampung
Bongkud, Ranau, Sabah
Vacant land
Leasehold 99 years
11.51 acres
Nil
3,453
12.12.2012
37
NT063064648, Kampung
Kilimu Ranau, Sabah
Vacant land
Leasehold 30 years
11.76 acres
Nil
2,000
01.06.2012
38
NT113065080, Ulu Segama,

Lahad Datu, Sabah
Vacant land
Leasehold 30 years
7.914 acres
Nil
500
31.07.2013
39
CL015414034 - Lot 27,

Jalan Kolam, Kota Kinabalu,
Sabah
1 storey ofce
building
Leasehold 99 years
expiring 31.12.2081
0.083 hectare
18 years
40
CL015433771-Lot 27,
Jalan Kolam , Kota
Kinabalu , Sabah
3 storey ofce
building
Leasehold 99 years
expiring 31.12.2081
0.202 hectare
28 years
1.02.2012
4,000
1,172
1.02.2012
01.10.2012
01.10.2012
31.10.2013
6403
31.10.2013
ANNUAL REPORT 2014
81
as at 17TH JUNE 2014
ANALYSIS OF SHAREHOLDINGS
NO. OF SHARE
HOLDERS
NO. OF
SHARES
Less than 100

100 to 1,000
1,001 to 10,000
10,001 to 100,000
100,001 to less than 5% of issued shares
5% and above of issued shares
35
608
1,893
970
244
1
0.93
16.21
50.47
25.86
6.50
0.03
627
546,473
10,206,900
33,755,600
169,167,000
17,568,000
0.24
4.41
14.60
73.15
7.60
*** TOTAL
3,751
100.00
231,244,600
100.00
NO. OF
SHARES
17,568,000
7.60
SIZE OF SHARE HOLDINGS
LIST OF TOP 30 SHAREHOLDERS AS AT 17TH JUNE 2014

ITEM
NAME
RHB NOMINEES (TEMPATAN) SDN BHD

(Pledged Securities Account for Lim Nyuk Sang @ Freddy Lim)
ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD

(Pledged Securities account for Victoria Capital Sdn Bhd )
8,541,600
3.69
CIMSEC NOMINEES (TEMPATAN) SDN BHD

(Pledged Securities Account CIMB Bank for Phang Miow Sin)
5,068,400
2.19
RHB NOMINEES (ASING) SDN BHD

(Pledged Securities account for Victoria Capital Sdn Bhd )
4,709,600
2.04

(Pledged Securities Account for Su Haw Tieng @ John)
4,699,100
2.03
CARTABAN NOMINEES (ASING) SDN BHD

(Pledged Securities Account for Credit Agricole(Suisse) SA , Singapore Branch)
4,127,100
1.78
MAYBANK NOMINEES (TEMPATAN) SDN BHD

(Pledged Securities Account for Chua Peng Boon @ Choy Ah Mun)
3,995,900
1.73

(Pledged Securities Account for Azeman Sipang)
3,827,600
1.66
HSBC NOMINEES (ASING) SDN BHD

(Pledged Securities Account for Coutts & Co Ltd (HK Branch))
3,729,800
1.61
10
AMSEC NOMINEES (ASING) SDN BHD

(Pledged Securities Account for Energy Resources Investments Limited)
3,100,000
1.34
11

(Pledged Securities Account CIMB Bank for Chong Kim Shing @ Chong Pan Kim )
3,100,000
1.34
12
TAN SOH GEK
3,019,000
1.31
13
AMSEC NOMINEES (TEMPATAN) SDN BHD

(Pledged Securities Account for Kong Hwa Ling)
2,904,900
1.26
14
YEW VUI HEUNG
2,725,000
1.18
15

(Pledged Securities Account for Credit Suisse)
2,640,600
1.14
82
ANNUAL REPORT 2014
as at 17TH JUNE 2014 (Contd)
LIST OF TOP 30 SHAREHOLDERS AS AT 17TH JUNE 2014 (Contd)

ITEM
NAME
NO. OF
SHARES
16
AIBB NOMINEES (TEMPATAN) SDN BHD

(Pledged Securities Account for Batu Bara Resources Corporation Sdn Bhd)
2,614,000
1.13
17

(Pledged Securities Account for Fong Kim Fay)
2,435,600
1.05
18
TAN SIEW HONG
2,289,300
0.99
19

(Pledged Securities Account CIMB Bank For Wuan Thong Lok)
2,240,700
0.97
20
KHOO YONG AI
2,100,000
0.91
21

2,100,000
0.91
22
AIBB NOMINEES (TEMPATAN) SDN BHD

(Pledged Securities Account for Yayasan Pok Dan Kassim)
2,000,000
0.86
23
VICTORIA CAPITAL SDN BHD
1,954,100
0.85
24
LIEW LI FONG SUSAN
1,951,700
0.84
25

1,824,000
0.79
26
LIM HOCK YET
1,750,000
0.76
27

(Pledged Securiies Account for Lim Shen Huei @ Phoebe)
1,709,000
0.74
28
PUBLIC NOMINEES (TEMPATAN) SDN BHD

(Pledged Securities Account for Teoh Kah Keat)
1,576,200
0.68
29
KHO CHANG MING
1,400,000
0.61
30

(Pledged Securities Account for Lee Ya Ping)
1,359,700
0.59
103,060,900
44.58
NO. OF SHARES HELD

%
Indirect
SUBSTANTIAL SHAREHOLDERS AS AT 17TH JUNE 2014

NAME
Direct
17,568,000
(Pledged Securities Account For Lim Nyuk Sang @ Freddy Lim)
7.60
ANNUAL REPORT 2014
83

as at 17TH JUNE 2014
ANALYSIS OF WARRANT B (2008/2018) HOLDINGS
SIZE OF HOLDINGS
NO. OF WARRANT
HOLDERS
NO. OF
WARRANTS
103
256
451
250
85
1
8.99
22.34
39.35
21.82
7.42
0.08
4,477
165,365
2,087,404
9,540,557
37,710,863
3,950,000
0.01
0.31
3.90
17.85
70.54
7.39
1,146
100.00
53,458,666
100.00
No. of Warrants
Less than 100

100 to 1,000
1,001 to 10,000
10,001 to 100,000
100,001 to less than 5% of issued warrants
5% and above of issued warrants
*** TOTAL
LIST OF TOP 30 WARRANT B (2008/2018) HOLDERS AS AT 17TH JUNE 2014

NAME

3,950,000
7.39
MAYBANK SECURITIES NOMINEES (TEMPATAN) SDN BHD

(Pledged Securities Account for Lu Li)
2,400,300
4.49
DESTINET SDN BHD
2,000,000
3.74
MAYBAN SECURITIES NOMINEES(ASING) SDN BHD

(Pledged Securities Account for Chua Chwee Chye)
1,648,800
3.08
CARTABAN NOMINEES (ASING) SDN BHD

(Pledged Securities Account for Credit Agricole (Suisse))
1,600,000
2.99
1,357,167
2.54

(Pledged Securities Account for Phang Miow Sin)
1,196,000
2.24
THIEN NYUK SHEN
1,144,799
2.14

(Pledged Securities Account for Azeman Sipang)
1,140,066
2.13
10
KENANGA NOMINEES (TEMPATAN) SDN BHD

(Pledged Securities Account for Jasmine Lim Li Chen @ Lim Lai Cheng)
1,109,900
2.08
11
VINCENT YONG TUCK SENG
1,105,100
2.07
12
LIEW LI FONG SUSAN
1,105,000
1.90
13
TIONG CHAU SIONG
818,000
1.53
14
LU LI
720,000
1.35
15

(Pledged Securities Account for Lim Shen Huei @ Phoebe)
708,966
1.33
84
ANNUAL REPORT 2014

as at 17TH JUNE 2014 (Contd)
LIST OF TOP 30 WARRANT B (2008/2018) HOLDERS AS AT 17TH JUNE 2014 (Contd)

NAME
No. of Warrants
16
17
PAUL TEO CHOON HWAI

(Pledged Securities Account for CIMB Securities (Singapore) Pte Ltd)
703,000
680,000
1.32
1.27
18
19
HNG CHIAU CHIN

(Pledged Securities Account for Kong Hwa Ling)
636,800
620,066
1.19
1.16
20

608,000
1.14
21

(Pledged Securities Account for Wuan Thong Lok)
598,200
1.12
22
PANG CHEE MIN
522,000
0.98
23

(Pledged Securities Account for Victoria Capital Sdn Bhd)
520,000
0.97
24
HOW HUEY YIN
500,000
0.94
25
LAW KING YONG
500,000
0.94
26
LIM LAI YOONG
500,000
0.94
27
LIM HOCK YET
450,000
0.84
28
LOCK SOI NGEN @ LOCK SOI NGIN
450,000
0.84
29
LAW HOCK CHAI
402,600
0.75
30
398,000
0.74
30,092,764
56.14
No. Of Warrants
3,950,000.00
7.39
SUBSTANTIAL WARRANT B (2008/2018) HOLDERS AS AT 17TH JUNE 2014
NAME
ANNUAL REPORT 2014
85

NOTICE IS HEREBY GIVEN that the 30 th Annual General Meeting of BORNEO OIL BERHAD (Co. No. 121919-H) will be held at
2nd Floor , Victoria Point , Jalan OKK Awang Besar , 87007 , W.P. Labuan , on Thursday , 31 July 2014 , at 8.00 am to transact
the following :AS ORDINARY BUSINESS :
1.
To table the Audited Financial Statements for the nancial year ended 31 January 2014 together with the
Reports of Directors and Auditors . (note 1)
(Resolution 1)
To consider and if thought t, to pass the following ordinary resolutions:2.
3.
4.
To re-elect Mr. Michael Moo Kai Wah who shall retire in accordance with Articles 91 & 92 of the
Companys Articles of Association , and being eligible , has offered himself for re-election. (note 2)
(Resolution 2)
To approve the payment of

January 2014.
(Resolution 3)
Directors fees of RM346,000 for the nancial year ended 31
To re-appoint Messrs STYL Associates as Auditors of the Company to hold ofce Until the conclusion of
the next Annual General Meeting at a remuneration to be Determined by the Directors of the Company.
(note 3)
(Resolution 4)
AS SPECIAL BUSINESS:
To consider and, if thought t , to pass the following resolutions :
5.
Ordinary Resolution
- Authority to allot and issue shares pursuant to Section 132D of the Companies Act,
1965
That subject always to the approvals of the relevant authorities, the Directors of the Company be and
are hereby empowered pursuant to Section 132D of the Companies Act, 1965, to issue shares in the
Company at any time upon such terms and conditions, and for such purposes as the Directors of the
Company may in their absolute discretion deem t, provided that the aggregate number of shares issued
pursuant to this resolution does not exceed ten per centum (10%) of the issued and paid-up share
capital of the Company for the time being and that the Directors of the Company be and are hereby
empowered to obtain the approval for the listing of and quotation for the additional shares so issued on
the Bursa Malaysia Securities Berhad and such authority shall continue to be in force until the conclusion
of the next Annual General Meeting of the Company.(note 4)
6.
Ordinary Resolution
- Proposed renewal of authority for the purchase of own shares by the Company (Proposed
Renewal)
That subject always to the Companies Act , 1965, the provisions of the Memorandum and Articles of
Association of the Company, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad
(Bursa) and the approvals of all relevant governmental and/or regulatory authorities, the Company be
and is hereby authorised, to the fullest extent permitted by law, to purchase such number of ordinary
shares of RM1.00 each in the Company (Bornoil Shares) as may be determined by the Directors of the
Company from time to time through Bursa Malaysia upon such terms and conditions as the Directors
may deem t and expedient in the interest of the Company provided that :
(a)
the aggregate number of ordinary shares purchased does not exceed ten percent (10%) of the total
issued and paid-up share capital of the Company as quoted on Bursa Securities as at the point of
purchase;
(b)
the maximum funds to be allocated by the Company for the purpose of purchasing its shares shall
not exceed the total retained earnings and share premium reserves of the Company at the time of
the purchase(s); and
86
ANNUAL REPORT 2014
(Resolution 5)
(Resolution 6)
NOTICE OF ANNUAL GENERAL MEETING (Contd)

6.
Ordinary Resolution
- Proposed renewal of authority for the purchase of own shares by the Company (Proposed
Renewal) (Contd)
( c) the Directors of the Company may decide to :(i)
retain the shares purchased as treasury shares for distribution as dividend to the shareholders
and/or resale on the market of Bursa Securities and/or for cancellation subsequently; and/or
(ii)
cancel the shares so purchased; and/or
(iii)
retain part of the shares so purchased as treasury shares and cancel the remainder.
AND THAT such authority shall commence upon passing of this resolution and shall continue to be in
force until :(a )
the conclusion of the next Annual General Meeting (AGM) of the Company following the forthcoming
Annual General Meeting at which such resolution was passed at which time it will l a p s e , u n l e s s
by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or
subject to conditions; or
(b ) the expiration of the period within which the next Annual General Meeting after the date is required
by law to be held ; or
(c )
revoked or varied by ordinary resolution passed by the shareholders in general meeting ;
whichever occur rst ;

AND THAT authority be and is hereby given unconditionally and generally to the Directors of the
Company to take all such steps as are necessary or expedient (including without limitation, the opening
and maintaining of central depository account(s) under the Securities Industry (Central Depositories)
Act, 1991, and the entering into of all other agreements , arrangements and guarantee with any party
or parties) to implement , nalise and give full effect to the aforesaid purchase with full powers to assert
to any conditions, modications, revaluations, variations and/or amendments (if any) as may be imposed
by the relevant authorities. (note 5)
7.
To transact any other business of the Company for which due notice shall have been given in accordance
with the Companys Articles of Association and the Companies Act, 1965.
(Resolution 7)
By Order of the Board

CHIN SIEW KIM (L.S. 000982)
CHIN CHEE KEE , J.P. (MIA 3040)
Company Secretaries
Labuan F.T.
Dated : 9 July 2014
ANNUAL REPORT 2014
87
NOTICE OF ANNUAL GENERAL MEETING (Contd)

Explanatory notes (note 1 to 5) to the Agenda:1.
Pursuant to section 169(1) of the Companies Act , 1965 Act), the Directors shall lay before the Company at its Annual General
Meeting its annual nancial statements made up to a date not more than 6 months before the date of the meeting. There will
be no resolution to be passed on this item 1.
2.
Pursuant to Articles 91 and 92 of the Companys Articles of Association and paragraph 7.28(2) of the Main Market Listing
Requirements of Bursa Malaysia Securities Berhad (Listing Requirements), at every annual general meeting , one-third(1/3) of
the Directors of the Company for the time being shall retire from ofce once at least in every three(3) years and shall be eligible
for re-election .
3.
Pursuant to section 172(2) of the Act, the Company shall at every annual general meeting appoint its auditors who shall hold
ofce until the conclusion of the next annual general meeting.
4.
This section 132D authority, if approved, will empower the directors of the Company to issue ordinary shares in the Company
up to 10% of the issued and paid-up share capital of the Company for the time being, subject to compliance with all other
regulatory requirements and this will enable the Company to nance investment projects, working capital and/or acquisitions
by issuing new shares as and when the need arises without delay or incurring costs in convening a separate general meeting.
This authority, unless revoked or varied at an earlier general meeting, will expire at the conclusion of the next annual general
meeting of the Company.
As at the date of this notice of annual general meeting, the Company has not issued any new shares pursuant to the existing
section 132D authority obtained during the last annual general meeting held on 30 July 2013, which authority shall lapse at the
conclusion of this annual general meeting.
5.
This resolution , if approved, will provide a mandate for the Company to purchase its own shares of up to ten percent (10%) of
the total issued and paid-up share capital of the Company and shall lapse at the conclusion of the next Annual General Meeting
unless authority for the renewal is obtained from the shareholders of the Company at a general meeting.
Notes to the notice of annual general meeting:1.
A depositor shall not be regarded as a member entitled to attend this general meeting and to speak and vote there at unless his/
her name appears in the register of members and/or record of depositors as at 24 July 2014 (which is not less than 3 market
days before the date of this meeting) issued by Bursa Malaysia Depository Sdn Bhd (Bursa Depository) upon the Companys
request in accordance with the rules of the Bursa Depository.
2.
Subject to note 3 below , a member entitled to attend and vote at this meeting is entitled to appoint a proxy or proxies(but
not more than 2 or in the case of a corporation, a duly authorized representative) to attend and vote in his/her stead . Where
a member appoints more than 1 proxy, the appointment shall be invalid unless he/she species the proportion of his/her
holdings to be represented by each proxy. The proxy or proxies need(s) not be a member of the Company and there shall be
no restriction as to the qualication of the proxy or proxies.
3.
Where a member is an exempt authorized nominee which holds ordinary shares in the Company for multiple benecial owners
in one securities account (omnibus account) as dened under the Securities Industry (Central Depository) Act 1991 , there is no
limit on the number of proxies which the exempt authorized nominee may appoint in respect of each omnibus account it holds.
4.
The instrument appointing a proxy shall be in writing under the hand of the appointer or of his/her attorney duly authorised
in writing or , if the appointer is a corporation / company, either under its common seal or under the hand of an ofcer or its
attorney duly authorized, and such duly executed instrument appointing a proxy must be deposited at the Registered Ofce at
1st & 2nd Floor , Victoria Point , Jalan OKK Awang Besar , 87007 , W.P. Labuan not less than forty-eight (48) hours before the
time appointed for holding the meeting or any adjournment thereof.
88
ANNUAL REPORT 2014
STATEMENT ACCOMPANYING
1.
The Director who stands for re-election pursuant to Articles 91 & 92 of the Articles of Association of the Company :
(a)
2.
Mr Michael Moo Kai Wah
Board meetings held during the nancial year ended 31 January 2014
The Board has held 29 meetings during the nancial year to review and monitor the development of the Group. The details of
the attendance of each member of the Board are tabulated as follows :
Directors
1.
2.
3.
4.
3.
Date of Appointment
Teo Kiew Leong

Tan Kok Chor
Michael Moo Kai Wah
2 April 2007
25 April 2006
21 August 2001
15 Jan 2008
No. of meetings
Attended
24/29
29/29
28/29
29/29
The place , date and time of the 30th Annual General Meeting
2nd Floor , Victoria Point, Jalan OKK Awang Besar, 87007 , W.P. Labuan on 31st July 2014 , Thursday at 8.00 am.
4.
General Meeting Record of Depositors

For the purpose of determining who shall be entitled to attend this meeting, the Company shall be requesting the Bursa
Malaysia Depository Sdn Bhd to make available to the Company pursuant to Article 49 of the Articles of Association of the
Company and Paragraph 7.16 (2) of the Bursa Malaysia Securities Berhads Main Market Listing Requirements, a Record of
Depositors as of 24 July 2014, and a depositor whose name appears on such Record of Depositors shall be entitled to attend
this meeting or appoint proxy to attend, speak and/or vote in his stead.
ANNUAL REPORT 2014
89
This page has been left blank intentionally.
Borneo Oil Berhad

(Co. No. 121919-H)
Shareholding
Represented by Proxy
proxy form
I/We ____________________________________________________________________________________________________________
of _______________________________________________________________________________________________________________
being a member/members of the above-named company, hereby appoint _________________________________________________
of _______________________________________________________________________________________________________________
or failing whom ___________________________________________________________________________________________________
of _______________________________________________________________________________________________________________
as my/our proxy for me/us and on my/our behalf at the 30th Annual General Meeting of the Company to be held on 31 July 2014 ,
Thursday at 8.00 a.m. and at any adjournment thereof, and there at, to vote on the following resolutions referred to in the notice of
the 30th Annual General Meeting.
NO.
RESOLUTION
FOR
1.
To table the Audited Financial Statements for the nancial year ended 31 January 2014
together with the Reports of Directors and Auditors thereon.
2.
To re-elect Mr Michael Moo Kai Wah in accordance with Articles 91 & 92 of the Companys
Articles of Association .
3.
To approve the Directors fees for the nancial year ended 31st. January 2014.
4.
To re-appoint Messrs STYL Associates as Auditors of the Company and to authorise the
Directors to x their remuneration.
5.
As Special Business :
AGAINST
Ordinary Resolution 1
To authorize Directors to allot and issue shares pursuant to Section 132D of the
Companies Act , 1965.
6.
Ordinary Resolution 2
Renewal of Authority for the purchase of own shares by the Company .
7.
To transact any other Business of the Company (if any)
Please indicate with a cross (X) in the appropriate spaces provided whether you wish your votes to be cast for or against the
Resolutions. In the absence of specic direction , your proxy will vote or abstain as he/she thinks t .
Date :
.
Signature of Member(s)/
Common Seal of Appointer
Notes:
1.
A depositor shall not be regarded as a member entitled to attend this general meeting and to speak and vote thereat unless his/her name appears in
the register of members and/or record of depositors as at 24 July 2014 (which is not less than 3 market days before the date of this meeting) issued
by Bursa Malaysia Depository Sdn Bhd (Bursa Depository) upon the Companys request in accordance with the rules of the Bursa Depository.
2.
Subject to note 3 below , a member entitled to attend and vote at this meeting is entitled to appoint a proxy or proxies(but not more than 2 or in
the case of a corporation, a duly authorized representative) to attend and vote in his/her stead . Where a member appoints more than 1 proxy, the
appointment shall be invalid unless he/she species the proportion of his/her holdings to be represented by each proxy. The proxy or proxies need(s)
not be a member of the Company and there shall be no restriction as to the qualication of the proxy or proxies.
3.
Where a member is an exempt authorized nominee which holds ordinary shares in the Company for multiple benecial owners in one securities account
(omnibus account) as dened under the Securities Industry (Central Depository) Act 1991 , there is no limit on the number of proxies which the exempt
authorized nominee may appoint in respect of each omnibus account it holds.
4.
The instrument appointing a proxy shall be in writing under the hand of the appointer or of his/her attorney duly authorised in writing or , if the appointer
is a corporation / company, either under its common seal or under the hand of an ofcer or its attorney duly authorized, and such duly executed
instrument appointing a proxy must be deposited at the Registered Ofce at 1st & 2nd Floor , Victoria Point , Jalan OKK Awang Besar , 87007 , W.P.
Labuan not less than forty-eight (48) hours before the time appointed for holding the meeting or any adjournment thereof.
Please Fold Here
Afx
stamp
THE COMPANY SECRETARY

BORNEO OIL BERHAD
1st & 2nd Floor,
Victoria Point,
Jalan OKK Awang Besar,
87007 W.P. Labuan
Please Fold Here

BORNOIL AnnualReport2014

Uploaded by

Document Information

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

BORNOIL AnnualReport2014

Uploaded by

Copyright:

Available Formats

CONTENTS

STATEMENT ON CORPORATE GOVERNANCE

AUDIT COMMITTEE REPORT

AUDIT COMMITTEE REPORT -TERMS OF REFERENCE

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

CORPORATE SOCIAL RESPONSIBILITY (CSR) STATEMENT

STATEMENT ON DIRECTORS RESPONSIBILITY

STATEMENT OF WARRANT B (2008/2018) HOLDINGS

NOTICE OF ANNUAL GENERAL MEETING

STATEMENT ACCOMPANYING NOTICE OF

John Lee Yan Hong @ John Lee

(Independent Non-Executive Director)

Tan Kok Chor

(Independent Non-Executive Director)

Michael Moo Kai Wah

(Independent Non-Executive Director)

STYL Associates (AF-1929)

Alliance Bank Malaysia Berhad (88103-W)

Jie Nyuk Choo & Co.

STOCK EXCHANGE LISTING

ANNUAL REPORT 2014

Gold Mining Division

estimated a potential of 30 tons of both indicated and inferred

ANNUAL REPORT 2014

Oil & Gas Division

Property & Management

positioned itself to focus on renewable energy, bio-fuel and

in their respective activities, our Property and Management

activities related to the same. In pursuing this, the division had

division performed equally well as planned during the year and

participated in the implementation of bio-diesel storage tanks in

is expected to improve further in the future.

anticipation of the governments move into compulsory usage

On behalf of the Board, I would like to thank once again all

be on sale to all end users in all the petrol stations throughout

those that I have mentioned above, our loyal and dedicated

Malaysia. Shell Internationals subsidiary company, Shell Timur

employees and most of all, to all our shareholders who have

the engineering, procurement, construction and commissioning

be rewarded for your support, loyalty and patience in the near

of 2 POME storage tanks facilities in Kuala Baram and Labuan

respectively. Should the division perform well, there is a strong

will continue with our commitments and efforts to work diligently

possibility that more similar contracts will be awarded to our

to further strengthen the nancial stability and protability of the

Company as there are plans by the government to get all the

Company and the Group.

My sincere thanks to all of you.

the above, the division is actively following up on an in depth

Teo Kiew Leong

it will enter into any role in this process.

ANNUAL REPORT 2014

Tan Kok Chor

Michael Moo Kai Wah

John Lee Yan Hong @ John Lee

ANNUAL REPORT 2014

STATEMENT ON CORPORATE GOVERNANCE

ANNUAL REPORT 2014

STATEMENT ON CORPORATE GOVERNANCE

No.of meetings attended

ANNUAL REPORT 2014

STATEMENT ON CORPORATE GOVERNANCE

1.7 Appointment and Re-election of the Directors