One Hundred Six - AYER · Mr. Lim Ke Hun Mr. Lim Kee Choon Mr. Lim Kean Boon Ms Lim Wan Yee Non-Executive Directors (Independent) Datuk Abdul Kudus bin Alias Tan Sri Datuk Yong Poh

ANNUAL REPORT 2013

OneHundred

Six years

&

(37-K)TAHPS GROUP BERHAD(formerly known as The Ayer Hitam Planting Syndicate Berhad)

TAHPS Group Berhad (37-K) Annual Report 2013 1

As we mark our momentous 106th year of operations, the strength of the Group is at its highest. TAHPS, as a Group, still upholding its core pillars of property and plantations that have held it through the years and those years to come.

TAHPS Group Berhad (37-K) Annual Report 20132

WE Believe,THEREFOREWE Can.At TAHPS we want you to experience our well-defi ned

process for delivering high-value products and services. We

believe that it is not only important for us to be technically

competent but also to excel on the people side as well –

organized, respectful and fair. This insight has shaped the

way we do business. It has been a great year in terms

of business expansion via the acquisition of Yee Seng

Plantations Sdn Bhd. This acquisition provides TAHPS with

greater opportunities to consistently deliver outstanding

results to our shareholders and stakeholders.

As we gear up to meet new challenges in these modern

times, we are eager to set new benchmarks and chart new

milestones in our areas of competency in the property and

plantation industry. Our success is deeply rooted in this

belief which enables us to achieve higher growth and greater

accomplishments.



CONTENTSNotice of the 102nd Annual General Meeting 06

Corporate Information 09

Profi le Of Directors 10

Group Structure 12

Five-Year Financial Highlights 13

Statement By The Executive Management Committee 14

Statement On Corporate Governance 17

Statement on Risk Management and Internal Control 21

Audit Committee Report 22

Financial Statements 24

Properties Held By The Group 97

Analysis Of Shareholdings 98

Proxy Form



NOTICE IS HEREBY GIVEN that the 102nd Annual General Meeting of the Company will be held at Eugenia Room, Sime Darby Convention Centre, 1A Jalan Bukit Kiara 1, 60000 Kuala Lumpur on Tuesday,9 July 2013 at 2.30 p.m. to transact the following business:-

Notice of the 102ndAnnual General Meeting

ORDINARY BUSINESS

1. To receive the Audited Financial Statements for the fi nancial year ended 31 March 2013 and the Reports of the Directors and Auditors thereon.

2. To approve the payment of a fi rst and fi nal dividend of 12 sen gross per share single tier tax exempt and a special dividend of 8 sen gross per share tax exempt for the fi nancial year ended 31 March 2013.

3. To approve the payment of Directors’ Fees amounting to RM144,000 in respect of the fi nancial year ended 31 March 2013 [2012: RM180,000].

4. To re-elect the following Directors, who are retiring pursuant to Article 98 of the Company’s Articles of Association, who being eligible offer themselves for re-election:-

i) Mr Lim Kee Choonii) Mr Yap Koon

5. To re-appoint Messrs Khoo Wong & Chan as Auditors and to authorise the Directors to determine their remuneration.

SPECIAL BUSINESS

To consider and if thought fi t, to pass the following Ordinary Resolution:-

6. Re-appointment of Director pursuant to Section 129(6) of the Companies Act, 1965

“THAT Datuk Abdul Kudus bin Alias who is over the age of seventy years and retiring in accordance with Section 129(2) of the Companies Act, 1965 be and is hereby re-appointed as a Director of the Company and to hold offi ce until the next Annual General Meeting.”

7. To transact any other business which due notice shall have been given in accordance with the Companies Act, 1965

(Resolution 1)

(Resolution 2)

(Resolution 3)

(Resolution 4)(Resolution 5)

(Resolution 6)

(Resolution 7)



NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT

NOTICE IS HEREBY GIVEN THAT the fi rst and fi nal dividend of 12 sen gross per share single tier tax exempt and a special dividend of 8 sen gross per share tax exempt for the fi nancial year ended 31 March 2013, if approved, will be paid on 21 August 2013. The entitlement date for the dividend payment is 23 July 2013.

A Depositor shall qualify for entitlement to the dividend only in respect of:

a. Shares transferred into the depositor’s securities account before 4.00 p.m. on 23 July 2013 in respect of transfer; and

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

By Order of the BoardWONG WAI FOONG (MAICSA NO. 7001358)LIM HOOI MOOI (MAICSA NO. 0799764)

Secretaries

17 June 2013Kuala Lumpur



Notes:-

i) A member of the Company entitled to attend and vote at this Meeting is entitled to appoint a proxy or attorney or other duly authorised representative to attend and vote in his stead. A proxy may, but need not be a member of the Company. A member may appoint any person to be his proxy and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.

ii) A member of the Company who is an authorised nominee as defi ned in the Securities Industry (Central Depositories) Act, 1991 (“SICDA”) may appoint not more than two (2) proxies in respect of each securities account it holds in ordinary shares of the Company standing to the credit of the said securities account.

iii) For a member of the Company who is an exempt authorised nominee which holds ordinary shares in the Company for multiple benefi cial owners in one (1) securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. An exempt authorised nominee refers to an authorised nominee defi ned under SICDA which is exempted from compliance with the provisions of subsection 25A(1) of SICDA.

iv) Where a member or the authorised nominee appoints two (2) proxies, or where an exempt authorised nominee appoints two (2) or more proxies, the proportion of shareholdings to be represented by each proxy must be specifi ed in the instrument appointing the proxies.

v) The instrument appointing a proxy shall be in writing signed by the appointor or his attorney duly authorised in writing, or if the appointor is a corporation, either under its common seal or signed by an offi cer or attorney duly authorised.

vi) The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certifi ed copy of that power or authority shall be deposited at the registered offi ce at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting.

vii) For the purpose of determining a member who shall be entitled to attend and vote at the meeting, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd to make available to the Company a Record of Depositors as at 28 June 2013 and only a depositor whose name appears on the Record of Depositors shall be entitled to attend the meeting or appoint proxies to attend and vote in his stead.

Explanatory Notes on Special Business

1. Re-appointment of Director pursuant to Section 129(6) of the Companies Act, 1965

The proposed Resolution 7 is to seek shareholders’ approval on the re-appointment of Datuk Abdul Kudus bin Alias, who is over the age of 70 years, as a Director of the Company pursuant to Section 129(6) of the Companies Act, 1965.


Corporate Information

BOARD OF DIRECTORS

Executive Directors (Non-Independent)Mr. Lim Ke HunMr. Lim Kee ChoonMr. Lim Kean BoonMs Lim Wan Yee

Non-Executive Directors (Independent)Datuk Abdul Kudus bin AliasTan Sri Datuk Yong Poh KonMr. Yap Koon

Non-Executive Directors (Non-Independent)Mr. Lim Kai HeeMadam Chang Wee Yon(Alternate Director to Ms Lim Wan Yee)

BOARD COMMITTEES

Audit CommitteeMr. Yap Koon (Chairman)Datuk Abdul Kudus bin AliasTan Sri Datuk Yong Poh Kon

Executive Management Committee (EXCO)Mr. Lim Ke HunMr. Lim Kee ChoonMr. Lim Kean BoonMs Lim Wan Yee

Nomination CommitteeDatuk Abdul Kudus bin AliasTan Sri Datuk Yong Poh KonMr. Yap Koon

Risk Management CommitteeMr. Lim Ke HunMr. Lim Kee ChoonMr. Lim Kean BoonMs Lim Wan Yee

REGISTERED OFFICE

Level 18, The Gardens North TowerMid Valley CityLingkaran Syed Putra59200 Kuala LumpurMalaysiaTel : 603-2264 8888

SHARE REGISTRAR

Tricor Investor Services Sdn BhdLevel 17, The Gardens North TowerMid Valley CityLingkaran Syed Putra59200 Kuala LumpurMalaysiaTel : 603-2264 3883

STOCK EXCHANGE LISTING

Bursa Malaysia Securities Berhad- Main MarketStock code: 2035

Website: www.tahps.com.my

AUDITORS

Khoo Wong & ChanChartered Accountants8.06-8.08, 8th FloorPlaza First Nationwide161, Jalan Tun H.S. Lee50000 Kuala LumpurMalaysiaTel : 603-2078 3893

COMPANY SECRETARIES

Lim Hooi Mooi (MAICSA No : 0799764)Wong Wai Foong (MAICSA No : 7001358)

PRINCIPAL BANKERS

Alliance Bank Malaysia BerhadCIMB Bank Berhad United Overseas Bank (Malaysia) Berhad


Profi le of Directors

MR. LIM KE HUN (*)(A1)Age 62 Malaysian. Non-Independent Non-Executive Director since 3 May 1994. Redesignated as Executive Director on 1 December 2002. Member of the EXCO and Risk Management Committee. Director of The Ayer Hitam Development Sdn Bhd, Cendana Maju Construction Sdn Bhd, Bukit Hitam Development Sdn Bhd, BBP Management Services Sdn Bhd, Ayer Hitam Resorts Sdn Bhd and Yee Seng Plantations Sdn Bhd. Graduated from The Chartered Institute of Marketing of London, United Kingdom. Sits on the board of several private companies.

MR. LIM KEE CHOON (A3)Age 57. Malaysian. Non-Independent Non-Executive Director since 10 August 1994. Redesignated as Executive Director on 1 December 2002. Member of the EXCO and Risk Management Committee. Director of The Ayer Hitam Development Sdn Bhd, Cendana Maju Construction Sdn Bhd, Bukit Hitam Development Sdn Bhd, BBP Management Services Sdn Bhd, Ayer Hitam Resorts Sdn Bhd and Yee Seng Plantations Sdn Bhd. Trustee of Alzheimer’s Disease Foundation Malaysia and Yayasan Lim Yee Hoh. Graduated with degrees in Law and Commerce from University of Melbourne in 1978.

MR. LIM KEAN BOON (*)(A1)Age 55. Malaysian. BA (Hons), MSc (Econs), DIC. Non-Independent Non-Executive Director since 28 September 2000. Redesignated as Executive Director on 1 May 2003. Member of the EXCO and Risk Management Committee. Director of The Ayer Hitam Development Sdn Bhd, Cendana Maju Construction Sdn Bhd, Bukit Hitam Development Sdn Bhd, BBP Management Services Sdn Bhd, Ayer Hitam Resorts Sdn Bhd and Yee Seng Plantations Sdn Bhd. He is also a Director of several private companies.

MS LIM WAN YEE (#)(A2)Age 47. Malaysian. Non-Independent Non-Executive Director since 18 May 1994. Redesignated as Executive Director on 1 December 2002. Member of the EXCO and Risk Management Committee. Director of The Ayer Hitam Development Sdn Bhd, Cendana Maju Construction Sdn Bhd, Bukit Hitam Development Sdn Bhd, BBP Management Services Sdn Bhd, Ayer Hitam Resorts Sdn Bhd and Yee Seng Plantations Sdn Bhd. Graduated with a Masters degree from the London School of Economics, University of London. Appointed as Director of Bee Guan Sdn Bhd since November 2003.

DATUK ABDUL KUDUS BIN ALIASAge 82. Malaysian. Independent Non-Executive Director of TAHPS Group Berhad since 29 July 1987. Member of the Audit Committee and Nomination Committee. Director of Pernec Corporation Bhd from 1987 to 2003; and its Chief Executive Offi cer from 1988 to 1993; Director of Ganad Corporation Bhd from 1994 to 2011; and Director of Malaysian Credit Finance Bhd from 1994 to 1997. Had served in the Royal Malaysia Police for 34 years and was the Deputy Inspector General before retiring at the age of 55. Studied Public Administration at the Royal Melbourne Institute of Technology, Australia and attended several overseas training programmes in United Kingdom and U.S.A. Manager in a stock broking fi rm and a Director of China Press Ltd from year 1987 to 1993. Not related to any Director and/or major shareholder of the Company.

TAN SRI DATUK YONG POH KONAge 68. Malaysian. Independent Non-Executive Director. Appointed as member of the Board on 24 March 2004 and member of the Audit Committee on 18 February 2011. Member of the Nomination Committee. Graduated from the University of Adelaide with First Class Honours in Mechanical Engineering in 1968. He is the Managing Director of Royal Selangor International Sdn. Bhd. Tan Sri Datuk Yong is also the President of Federation of Malaysian Manufacturers (FMM) and the Co-Chairman of PEMUDAH, the special Task Force to Facilitate Business set up by the Government. He has served in the past as a Board Member of Bank Negara Malaysia, Malaysian Communications and Multimedia Commission, EPF and MIDA. Not related to any Director and/or major shareholder of the Company and does not have any interest in the securities of the Company or its subsidiaries.


Profi le of Directors

MR. YAP KOONAge 61. Malaysian. Independent Non-Executive Director since 16 October 2009 and appointed as Chairman of the Audit Committee on 26 November 2009. Member of the Nomination Committee. He is a Certifi ed Public Accountant and is a Member of The Malaysian Institute of Accountants since 1988. He started his working career in 1975 and since then has worked for two substantial Malaysian conglomerates, fi rstly involved in the automobile assembly and distribution industry, and secondly, involved in the diversifi ed activities of a conglomerate. He was employed as Financial Control Manager in the fi rst job and as Chief Accountant in the second job where he was later promoted as General Manager – Finance. In the second job he was re-designated to be General Manager – Operations in the employer’s China operations. Currently, he works as a freelance Financial Consultant. He is not related to any Director and/or major shareholder of the Company and does not have any interest in the securities of the Company or its subsidiaries.

MR. LIM KAI HEE (*)(A1)Age 64. Malaysian. CIM (UK) IAM (UK). Non-Independent Non-Executive Director. He joined the Group on 3 May 1994. He is a Director of The Ayer Hitam Development Sdn Bhd and Cendana Maju Construction Sdn Bhd and he is also a member of the Working Group Committee and the Tender Committee for both of these subsidiaries. He has valuable experience in the areas of property investment, strategic planning and operational management. He is also a Director of several private companies.

MADAM CHANG WEE YON (A2)

[ALTERNATE DIRECTOR TO MS LIM WAN YEE] Age 69. Malaysian. Alternate Director to Ms Lim Wan Yee since 25 July 1994.

ADDITIONAL INFORMATION ON THE BOARD OF DIRECTORS

Confl ict of interest

All the Directors have no confl ict of interest with the Company.

Convictions for offences (within the past 10 years, other than traffi c offences)

None of the Directors has any convictions for offences.

Interest in securities of the Company and its subsidiaries

Directors’ interests in the securities of the Company and its subsidiaries are disclosed in the Directors’ Report and on page (97) of the Annual Report.

Note:

* Brothers - Family relationship

# Daughter of Madam Chang Wee Yon (Substantial shareholder - indirect interest)

A1 Person associated with Lim Yee Teck (deceased) (Substantial shareholder of the Company)

A2 Person associated with Bee Guan Sdn Bhd (Substantial shareholder of the Company) pursuant to Section 6A (4) of the Companies Act 1965

A3 Person associated with Lim Enterprises Sdn Bhd (Substantial shareholder of the Company) pursuant to Section 6A (4) of the Companies Act 1965


Group Structureas at 31 March 2013

TAHPS Group Berhad (37-K)

Investment HoldingPlantationShare Capital : RM 74,853,075

Bukit Hitam Development Sdn. Bhd. (203394-W)

Property DevelopmentShare Capital : RM 40,000,002

BBP Management Services Sdn. Bhd. (735463-P)

Property Management ServicesShare Capital : RM 2

The Ayer Hitam Development Sdn. Bhd. (83880-A)

Property DevelopmentShare Capital : RM 10,000,000

Cendana Maju Construction Sdn. Bhd. (507624-A)

ConstructionShare Capital : RM 1,000,000

Yee Seng Plantations Sdn. Bhd. (6587-P)

PlantationShare Capital : RM 1,500,003

Ayer Hitam Resorts Sdn. Bhd. (752188-K)

DormantShare Capital : RM 2

100%

100%

100%

99.9%

100%

100%


Five Year Financial Highlights

Year ended 31 March 2009 2010 2011 2012 2013

Revenue RM’000 131,450 87,136 22,717 24,107 51,751

Profi t Before Taxation RM’000 32,242 30,329 17,542 13,716 15,760

Profi t After Taxation RM’000 21,942 23,179 11,079 10,422 14,695

Paid-up Capital RM’000 74,853 74,853 74,853 74,853 74,853

Shareholders’ Funds RM’000 402,981 417,692 424,646 427,867 434,785

Earnings Per Share - basic sen 29.31 30.97 14.80 13.92 19.63

Net Assets Per Share RM 5.38 5.58 5.67 5.72 5.81

Net Dividends Per Share sen 11.31 12.00 10.00 10.00 20.00

Share Price at 31 March RM 2.48 3.42 4.41 4.80 5.04

Dividend Yield - Net % 4.56 3.51 2.27 2.08 3.97

140,000

120,000

100,000

80,000

60,000

40,000

20,000

0

131,450

Revenue (RM’000)

87,136

22,717 24,107

51,751

2009 2010 2011 2012 2013

440,000

420,000

400,000

380,000

402,981

Shareholders’ Funds (RM’000)

417,692

424,646427,867

434,785

2009 2010 2011 2012 2013

35,000

30,000

25,000

20,000

15,000

10,000

32,242

Profi t Before Taxation (RM’000)

30,329

17,542

13,71615,760

2009 2010 2011 2012 2013

6.00

5.80

5.60

5.40

5.20

5.38

Net Assets Per Share (RM)

5.58

5.675.72

5.81

2009 2010 2011 2012 2013


Statement by the ExecutiveManagement Committee

On behalf of the Board of Directors, we are pleased to present the Annual Report of TAHPS Group Berhad and its subsidiaries (Group) for the fi nancial year ended 31 March 2013.

Financial Results

The Group performed satisfactorily during the fi nancial year ended 31 March 2013. The property segment registered good results from the new project launch in February 2012 whilst the plantation segment consolidated the eight months post-acquisition results of Yee Seng Plantations.

Group Performance

2013 2012 Change

Revenue (RM’million) 51.8 24.1 +115%Profi t before tax (RM’million) 15.8 13.7 +15%Earnings per share (sen) 19.6 13.9 +41%Net Assets per share (RM) 5.81 5.72 +2%

• Revenue increased by RM27.7 million or 115% mainly from the sales of shop offi ces and the plantation revenue from the subsidiary acquired.

• Profi t before tax increased by RM2.1 million in line with the higher property sales.

• The balance sheet has improved with shareholders’ funds increasing from RM427.9 million to RM434.8 million.



Review of Operations

Property Development

Revenue from the property development segment totalled RM43.1 million, an increase of RM24.2 million against the previous fi nancial year. Sales were from the launch of BP:Newtown shop offi ces in February 2012. During the year, additional expenditures were incurred arising from provisions made for development projects. The construction subsidiary remains inactive.

Plantation

The plantation segment revenue increased to RM8.5 million after consolidating the revenue of RM4.5 million and profi ts of RM1.1 million from the subsidiary acquired in August 2012. Segment results include an amount of RM3.9 million received as compensation for certain land in Gali Estate which was compulsorily acquired by the government.

Dividends

The Board of Directors recommends the payment of a fi rst and fi nal dividend of 12 sen gross per share single tier tax exempt (2012 : 10 sen per share tax exempt) and a special dividend of 8 sen gross per share tax exempt (2012 : nil) for the fi nancial year ended 31 March 2013 amounting to RM14.97 million (2012 : RM7.49 million).



Corporate Social Responsibility

The Group continues its corporate social responsibility initiatives aimed at providing assistance and contributions to deserving charitable bodies as well as to undertake social community related projects.

Outlook

The Malaysian economy is expected to remain on a steady growth path with an expansion of 5 - 6% in 2013, anchored by the continued resilience of domestic demand and supported by a gradual improvement in the external sector. In the commodities sector, growth in agriculture is expected to expand by 4% in 2013, supported by higher output of crude palm oil (CPO) and food commodities. (source: BNM Annual

Report 2012).

The Group’s property division will be expected to perform better with the launching of the BP:Newtown shop offi ces and apartments.

Following better management of yield, the plantation segment will perform satisfactorily despite weak CPO prices.

Acknowledgements

On behalf of the Board, we would like to thank our valued customers, business associates, the government authorities, our shareholders and our staff for their continuing support and contributions.

Executive Management Comittee29 May 2013


Statement on Corporate Governance

The Board is committed to maintain high standards of stewardship throughout the Group to protect and enhance shareholders’ value. It endeavours to adopt good business practices and to continuously improve on management systems and practices. The Board is pleased to report that it exercised good corporate governance in directing and managing the business and affairs of the Group throughout the fi nancial year, consistent with the principles and recommendations outlined in the Malaysian Code on Corporate Governance 2012 (“the Code”).

The following describes how the Company has applied the principles and complied with the recommendations as set out in the Code.

1. The Board

The Board is responsible, amongst others, for charting and communicating strategic direction and corporate values of the Group, and supervising its affairs to ensure its success within a framework of acceptable risks and effective control and in compliance with the relevant laws, regulations and guidelines. It reviews management performance and ensures that the necessary fi nancial and human resources are available to meet the Group’s objectives.

The Board adopts an active approach in discharging its responsibilities with the day-to-day responsibilities entrusted to the Management headed by the Executive Management Committee comprising the Executive Directors appointed by the Board. Other formal Board Committees established by the Board in accordance with the Code, i.e., the Audit Committee and the Risk Management Committee, have assisted the Board in the discharge of its duties.

The Board is in the process of fi nalizing a Board Charter aimed at ensuring that all Directors are aware of their duties and responsibilities as Board members and the various legislations and regulations affecting their conduct and that the principles and practices of good corporate governance are applied in their dealings in respect, and on behalf of, the Company. The Board Charter comprises, among others, well-defi ned terms of reference as well as the authority limits for the Board and its Committees, and the various relevant internal processes. The Board Charter is to be updated from time to time to refl ect changes to the Board’s policies, procedures and processes as well as amended relevant rules and regulations to ensure they remain consistent with the Board’s objectives, current legislations and best practice.

a) Board balance

The Board comprises eight Directors, four of whom are Executive Directors and four are Non-Executive Directors. Three of the four Non-Executive Directors are independent. The number of independent directors complies with the Bursa Malaysia Listing Requirements which requires at least one third of the Board to be independent directors. The Directors have wide ranging experience and all have occupied or currently occupy senior positions in the public or private sectors. The independent Non-Executive Directors provide a strong independent element on the Board and also participate as members in the Audit Committee.

A brief profi le of each Director is presented in the “Profi le of Directors” section of this Annual Report.

The Code recommends that the tenure of an independent Director should not exceed a cumulative term of nine years. The Company does not have tenure limits for independent Directors and the Board is of the opinion that the ability of an independent Director to exercise independent and objective judgment in Board deliberations is not a function of his length of service as an independent Director. Both Datuk Abdul Kudus bin Alias and Tan Sri Datuk Yong Poh Kon have served on the Board as independent Directors, each exceeding a cumulative term of nine years. The Board is of the view that both the independent Directors meet the criteria for independent Directors as defi ned in the Listing Requirements and continue to exercise independent and objective judgment.



b) Meetings

Five board meetings were held during the fi nancial year and the attendance of the Directors is as follows:

Name No. of meetings attended

Executive Directors

1 Lim Ke Hun 5/5 2 Lim Kee Choon 5/5 3 Lim Kean Boon 5/5 4 Lim Wan Yee 5/5

Independent Non-Executive Directors

5 Datuk Abdul Kudus bin Alias 5/5 6 Tan Sri Datuk Yong Poh Kon 5/5 7 Yap Koon 5/5

Non-Independent Non-Executive Director

8 Lim Kai Hee 5/5

c) Supply of Information

Notice of meetings, setting out the agenda and accompanied by the relevant Board papers are given to the Directors in suffi cient time to enable the Directors to peruse, obtain additional information and seek further clarifi cation on the matters to be deliberated. Any Director who wishes to seek independent professional advice in the furtherance of his duties may do so at the Company’s expense. Directors have access to all information and records of the Company and also the advice and services of the Company Secretary.

d) Appointments and Re-election

The Board is responsible for identifying and recommending suitable nominees for appointment to the Board and Board Committees. In discharging its duties, the Board has the liberty to obtain opinions or services from external sources.

The Nomination Committee was dissolved in November 2009 and the functions of the Nomination Committee were assumed by the Board. The Board has re-established the Nomination Committee on 29 May 2013.

The Articles of Association of the Company provide that at least one-third of the Directors are subject to retirement by rotation at each Annual General Meeting and that all Directors shall retire once in every three years. A retiring Director is eligible for re-election. The Articles of Association also provide that a Director who is appointed by the Board in the course of the year shall be subject to election at the next Annual General Meeting to be held following his appointment.

Directors over seventy years of age are required to submit themselves for re-appointment annually in accordance with Section 129(6) of the Companies Act, 1965.

e) Continuing Education Programme

The Board will evaluate and determine the specifi c and continuous training needs for the Directors on a regular basis. Continuous education is important in keeping Directors updated on regulatory and corporate governance developments, besides enhancing professionalism and knowledge of Directors in enabling them to discharge their duties more effectively. All Directors have fulfi lled the requirements of the Directors’ training programme. The training courses attended by the Directors during the fi nancial year were in relation to the Code and other corporate governance matters.



2. Directors Remuneration The Board will review and propose the remuneration of the Executive Directors. To assist the

Board in its function, the Board may obtain the services of external parties in order to provide a fair determination of the salary. The remuneration that is proposed is based on industry standards and job responsibilities. The Board is also responsible for conducting reviews on the performance of the Directors concerned. The Board as a whole determines the remuneration of the Non-Executive Directors. The quantum proposed is tabled to the shareholders at the Annual General Meeting for their approval.

The Remuneration Committee was dissolved in November 2009 and the functions of the Remuneration Committee were assumed by the Board. The Board has yet to re-establish the Remuneration Committee.

Details of the Directors’ remuneration for the fi nancial year ended 31 March 2013 are as follows:

Aggregate remuneration Executive Directors Non-Executive Directors RM RM Fees 274,668 171,000 Salaries 1,332,000 - Other emoluments 245,540 20,200 Aggregate remuneration 1,852,208 191,200

Analysis of Remuneration in bands of RM50,000

Range of Remuneration No. of Directors (RM) Executive Directors Non-Executive Directors <50,000 - 3 50,001 – 100,000 - 1 450,001 – 500,000 4 -

3. Relationship with Shareholders and Investors The Board acknowledges the importance of shareholders being informed of all material business and

corporate matters affecting the Group. This is achieved through the distribution of Annual Reports and quarterly announcements of the interim fi nancial statements to Bursa Malaysia. Other announcements to Bursa Malaysia are made as and when required. The shareholders are encouraged and given the opportunity during the Annual General Meeting to ask questions regarding the operations of the Group. This is the main forum for dialogue between the Company and its shareholders where shareholders’ concerns may be conveyed to the Board.

4. Accountability and Audit

a) Financial Reporting The Board acknowledges its responsibility to present a balanced and meaningful report to the

shareholders regarding the fi nancial position of the Group and Company. In line with this, the Board makes available the fi nancial results through quarterly announcements of the interim fi nancial statements to Bursa Malaysia. On an annual basis the shareholders are made aware of the fi nancial position of the Company through its Annual Report which includes, among other things, a statement on the performance and future prospects of the Group.

b) Internal Controls The Group’s system of internal controls is outlined in the Statement on Risk Management and

Internal Control in this Annual Report.

c) Relationship with Auditors The Audit Committee and the Board have established formal and transparent arrangements

and appropriate relationship with the Group’s auditors, both external and internal. The Audit Committee met with the External Auditors without the executive board members present during the fi nancial year.


5. Statement on Directors’ Responsibility The Directors are required by the Companies Act, 1965 (“the Act”) to prepare fi nancial statements for

each fi nancial year which give a true and fair view of the state of affairs of the Group and the Company at the end of the year and the results of the Group and the Company for the year. As required by the Act and the Listing Requirements of Bursa Malaysia, the fi nancial statements have been prepared in accordance with the provisions of the Act and applicable approved accounting standards in Malaysia.

The Directors consider that in preparing the fi nancial statements for the year ended 31 March 2013 set out in this Annual Report, the Group has used appropriate accounting policies that were consistently applied and supported by reasonable and prudent judgments and estimates. The Directors have the responsibility for ensuring that the Group and the Company keep accounting records which disclose with reasonable accuracy the fi nancial position of the Group and the Company and enabled them to ensure that the fi nancial statements comply with the Act.

6. Additional Compliance InformationThe following information is disclosed in compliance with the Listing Requirements of Bursa Malaysia:

a) Utilisation of Proceeds The Company did not raise funds through any corporate proposals during the fi nancial year.

b) Share Buy-back The Company did not carry out any share buy-back during the fi nancial year.

c) Options, Warrants or Convertible Securities The Company did not issue any options, warrants or convertible securities during the fi nancial

year.

d) Depository Receipt Programme The Company did not participate in any Depository Receipt Programme.

e) Sanctions/Penalties Imposed There were no sanctions/penalties imposed during the fi nancial year on the Company and its

subsidiaries, Directors or management by the relevant regulatory bodies.

f) Non-Audit Fees The amount of non-audit fees incurred for services rendered by the external auditors, and fi rms

affi liated to them, during the fi nancial year amounted to RM18,750.

g) Variation in Results There is no material variance between the results for the fi nancial year and the unaudited results

previously announced. The Company did not make or release any profi t estimate, forecast or projection for the fi nancial year.

h) Profi t Guarantees There were no profi t guarantees given by the Company during the fi nancial year.

i) Material Contracts The Company entered into a Conditional Shares Sale Agreement on 17 January 2012 to acquire

1,500,000 ordinary shares in Yee Seng Plantations Sdn Bhd (YSP) representing 99.99% of the issued and paid-up capital of YSP. The signifi cant related party transaction relating to the acquisition of YSP was approved by the shareholders in the EGM on 5 July 2012 and completed on 3 August 2012.

Apart from the aforementioned, there are no material contracts entered into by the Company and its subsidiaries which involve Directors’ and major shareholders’ interest subsisting at the end of the previous fi nancial year or entered into during the fi nancial year. There were no contracts relating to a loan by the Company and its subsidiaries in respect of material contracts.

j) Revaluation Policy The Company does not adopt any revaluation policy on landed properties.



Board’s Responsibility

The Board recognizes the importance for maintaining a sound system of internal controls that supports the achievement of the organization’s objectives. The system of internal controls cover not only fi nancial controls but also operational and compliance controls, as well as risk management.

The Board affi rms its overall responsibility for the Group’s system of internal controls and risk management, and for reviewing the adequacy and integrity of those systems. The systems are designed to manage rather than eliminate the risk of failure to achieve business objectives and provide only reasonable and not absolute assurance against material misstatement or loss. Notwithstanding this, ongoing reviews are continuously carried out to ensure the effectiveness of the systems.

Risk Management

The Board affi rms that the Group has in place an on-going process for identifying, evaluating, monitoring and managing the signifi cant risks affecting the business during the fi nancial year. A Risk Management Committee, comprising Executive Directors, oversees the risk management framework for the Group. Periodic risk assessments are conducted for the Company and its subsidiaries. The risk profi les were discussed with management and provide a basis for systematic management of key risks, controls and the responsibilities associated with managing these risks. A risk management team for each company in the Group is entrusted with the responsibility for continuously reviewing and managing the risk profi les identifi ed. The Risk Management Committee met once during the fi nancial year.

Key Elements of Internal Control System

The key processes that the Board has established in reviewing the adequacy and integrity of the Group’s systems of internal controls include the following:

• An organizational structure with clearly defi ned lines of responsibility and delegation of authority to provide a documented and auditable trail of accountability.

• Regular internal audit visits, which involve independent evaluation of the effectiveness of internal controls and highlighting signifi cant risks impacting the Group to the Audit Committee. The annual internal audit plan is reviewed and approved by the Audit Committee.

• Regular Board meetings where important matters are highlighted, discussed and decided upon, thereby ensuring that the Board maintains full and effective supervision over key issues.

• The Audit Committee reviews the quarterly results and the year end fi nancial statements of the Group before presenting to the Board for approval prior to providing the reports to Bursa Malaysia for public release.

The Board has received written assurance from senior management that the system of internal controls was operating satisfactorily during the fi nancial year and has not resulted in any material losses, contingencies or uncertainties that would require disclosure in the Annual Report.

Statement on Risk Managementand Internal Control


COMPOSITION

The Audit Committee during the fi nancial year comprised the following:

Yap Koon - Independent Non-Executive Director, ChairmanDatuk Abdul Kudus bin Alias - Independent Non-Executive DirectorTan Sri Datuk Yong Poh Kon - Independent Non-Executive Director

TERMS OF REFERENCE

1. Members

The Committee shall be appointed by the Board from amongst the Directors of the Company and shall fulfi ll the following:a) not fewer than three members;b) all members must be Non-Executive Directors with a majority of them being independent directors;c) at least one member of the Audit Committee:

i) must be a member of the Malaysian Institute of Accountants; orii) if he is not a member of the Malaysian Institute of Accountants, must have at least three years’

working experience and:(a)(a) he must have passed the examinations specifi ed in Part I of the 1st Schedule of the

Accountants Act 1967.(b)(b) he must be a member of one of the associations of accountants specifi ed in Part II of

the 1st Schedule of the Accountants Act 1967.iii) fulfi lls such other requirements as prescribed or approved by Bursa Malaysia Securities

Berhad.d) no alternate director shall be appointed as an Audit Committee member; ande) one of the Audit Committee members who is an independent director shall be appointed Audit

Committee Chairman by the members of the Audit Committee.

2. Quorum

The majority of the members who must be independent directors present shall form a quorum. The minimum quorum for the Audit Committee Meetings is two members present, and in such case, both of them must be independent directors to constitute a quorum.

3. Authority

The Audit Committee is granted the authority to investigate any activity, within its terms of reference, and have the resources which are required to perform its duties as well as full and unrestricted access to any information pertaining to the Company and its subsidiaries. The Audit Committee is empowered to obtain independent professional advice as necessary to assist the Audit Committee in fulfi lling its responsibility. The Audit Committee shall also have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity.

The Audit Committee may regulate its own procedures, in particular:a) the calling of meetings, including the convening of such meetings with external auditors, the internal

auditors or both, excluding the attendance of other Directors and employees of the Company. The other Directors and employees can only attend such meetings upon Audit Committee’s invitation.

b) the notice to be given of such meetingsc) the voting and proceedings of such meetingsd) the keeping of minutes; ande) the custody, production and inspection of such minutes.

4. Functions and duties

The duties and functions of the Committee shall be:

a) To recommend the nomination of a person and persons as external auditors and to review the re-appointment and or resignation of the external auditor, the scope and general extent of the external auditors’ audit examination and ensure co-ordination between internal and external auditors. The external auditors’ fee is arranged and reviewed by the Committee.

Audit Committee Report


b) To review the quarterly results and annual fi nancial statements before submission to the Board, to consider on matters such as:• going concern assumption;• any changes in accounting policies and practices;• signifi cant adjustments resulting from the audit and unusual events;• compliance with accounting standards;• compliance with stock exchange and legal requirements;• major judgemental areas.

c) To review the following and report the same to the Board:i Review of the audit plan, the evaluation of the system of internal controls and audit report with

the external auditors;ii The assistance given by the employees of the Company to the external auditors;iii The adequacy of the scope, functions, competency and resources of the internal audit

functions and that it has the necessary authority to carry out its work;iv The internal audit programme, processes, the results of the internal audit programme,

processes or investigation undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function;

v Any related party transaction and confl ict of interest situation that may arise within the Company or Group including any transaction, procedures or course of conduct that raises questions of management’s integrity.

5. Meetings of the Audit Committee

The Audit Committee convened four meetings during the fi nancial year. Other members of senior management, upon invitation by the Audit Committee, were also present at the meetings.

The attendance of each member of the Audit Committee is as follows:

Member No. of meetings attendedYap Koon (Chairman) 4/4Datuk Abdul Kudus bin Alias 4/4Tan Sri Datuk Yong Poh Kon 4/4

6. Activities of the Committee

The Audit Committee carried out the activities as outlined in its functions and duties during the year under review. In addition, the Audit Committee considered the related party transaction and reviewed the due diligence reports in relation to the acquisition of YSP.

7. Internal Audit Function

The internal audit function is outsourced to a professional internal audit services fi rm with the objective of assisting the Audit Committee in the discharge of its duties and responsibilities. Its roles are to independently review the system of internal controls established by the management, its adequacy and effectiveness vis-à-vis the objectives set and to make appropriate recommendations. Internal Audit will present its yearly Internal Audit Plan, which includes the scope and functions of the Internal Audit for consideration and approval of the Audit Committee. Costs incurred for the internal audit function during the fi nancial year amounted to RM96,262.

The Audit Committee considers reports from Internal Audit and from management, before reporting and making recommendations to the Board on a quarterly basis or as appropriate.

8. Share Scheme for Employees

The Company does not have a share scheme for employees and as such, no options were allocated during the fi nancial year.

Audit Committee Report

Documents

One Hundred Six - AYER · Mr. Lim Ke Hun Mr. Lim Kee Choon Mr. Lim Kean Boon Ms Lim Wan Yee Non-Executive Directors (Independent) Datuk Abdul Kudus bin Alias Tan Sri Datuk Yong Poh