CONTENTS TABLE OF DIRECTORS RESPONSIBILITY STATEMENT GROUP S FINANCIAL HIGHLIGHTS CORPORATE STRUCTURE CORPORATE INFORMATION BOARD OF DIRECTORS PROFILE

TABLE OF CONTENTS 02 DIRECTORS’ RESPONSIBILITY STATEMENT 03 04 CORPORATE STRUCTURE 05 06 GROUP’S FINANCIAL HIGHLIGHTS CORPORATE INFORMATION B...
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TABLE OF

CONTENTS 02

DIRECTORS’ RESPONSIBILITY STATEMENT

03 04

CORPORATE STRUCTURE

05 06

GROUP’S FINANCIAL HIGHLIGHTS

CORPORATE INFORMATION

BOARD OF DIRECTORS’ PROFILE

10 12

CALENDAR OF EVENTS 2013/2014

CHAIRMAN’S STATEMENT

16 NOTICE OF ANNUAL GENERAL MEETING 21

STATEMENT OF CORPORATE GOVERNANCE

27 STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL 29

AUDIT COMMITTEE REPORT

33

FINANCIAL STATEMENTS

130

ANALYSIS OF SHAREHOLDINGS

132

PROPERTIES OWNED BY THE GROUP

135

FORM OF PROXY

annual report 2014 DELLOYD VENTURES BERHAD

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DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors are required by the Companies Act, 1965 (the “Act”) to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Group and of the Company and their results and cash flows for the financial year. As required by the Act and the Listing Requirements of Bursa Malaysia Securities Berhad, the financial statement have been prepared in accordance with the applicable approved accounting standards in Malaysia and provisions of the Act. Following discussions with the external auditors, the Directors consider that the Company uses appropriate accounting policies that are consistently applied and supported by reasonable as well as prudent judgments and estimates. The Directors are responsible for ensuring that the Group and the Company keep proper accounting records which disclose with reasonable accuracy at any time the financial position of the Group and the Company and to enable them to ensure that financial statements comply with the Act. The Directors have a general responsibility 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.

DELLOYD VENTURES BERHAD annual report 2014

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GROUP’S FINANCIAL HIGHLIGHTS

2009 RM’000

(15 months) 2011 RM’000

2012 RM’000

2013 RM’000

2014 RM’000

286,271 44,217 33,824

510,319 84,858 58,910

466,218 54,953 39,364

424,674 43,566 32,929

411,224 35,796 27,432

87,819 309,507 504,284

90,679 367,121 563,094

95,982 398,807 584,789

96,895 418,235 561,943

96,718 433,092 584,035

38.5 352.0 6.0

65.0 390.0 18.0

41.0 411.0 12.0

34.0 432.0 10.0

28.4 448.0 8.0

INCOME STATEMENT Revenue Profit Before Taxation Profit Attributable To Shareholders Statement of Financial Position Issued And Paid Up Capital, net of treasury shares * Shareholders’ Funds Total Assets Per Share Data (sen) Net Earnings Per Share (EPS) # Net Assets Per Share Dividend Per Share

* For the purpose of calculating EPS # Earnings per share is calculated based on the weighted average number of ordinary shares

Profit Before Taxation ( RM Million )

Revenue ( RM Million ) 120

600 510.3

500

466.2

100 424.7

400 300

411.2

286.3

84.9 80 55.0

60 44.2

200

40

100

20

0

2009

2011

2012

2013

2014

0

2009

43.6

2011

Net Assets Per Share ( Sen )

2014

120

500 352

390

411

432

448

100 80 65.0

300

60

200

40

100

20

0

2013

EPS ( Sen )

600

400

2012

35.8

2009

2011

2012

2013

2014

0

41.0

38.5

2009

2011

2012

34.0

2013

28.4

2014

annual report 2014 DELLOYD VENTURES BERHAD

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CORPORATE STRUCTURE

AUTOMOTIVE 100% 100% 100% 100%

DELLOYD AUTO PARTS (M) SDN BHD DELLOYD R&D (M) SDN BHD DELLOYD AUTO PARTS MFG SDN BHD DELLOYD ELECTRONICS (M) SDN BHD 40% BROSE DELLOYD AUTOMOTIVE CO., LTD. 30% ICHIKOH (MALAYSIA) SDN BHD 21% PT JFD INDONESIA 7.5% PT JIDECO INDONESIA 100% DELLOYD INDUSTRIES (M) SDN BHD 100% DELLOYD INDUSTRIES (THAILAND) CO., LTD 100% GMI MOULD INDUSTRIES SDN BHD 90% DELLOYD-TIMS (THAILAND) CO., LTD 49% PT MURAKAMI DELLOYD INDONESIA 21% AUTOPARTS NETWORKS ALLIANCES SDN BHD

PLANTATION 90% DELLOYD PLANTATION SDN BHD 60% PT REBINMAS JAYA

VEHICLE DISTRIBUTION 100% ATOZ MOTOR MARKETING SDN BHD 100% ATOZ MOTOR SERVICES SDN BHD 100% VANTAGE SPEED SDN BHD 100% MAGNAVISION (M) SDN BHD 100% DELLOYD CORPORATION SDN BHD 90% PT ASIAN AUTO INTERNATIONAL

OTHERS 100% DELLOYD (MALAYSIA) SDN BHD 100% DELLOYD MANAGEMENT SERVICES (M) SDN BHD 100% DELLOYD INFOCOMM SDN BHD 97.5% PREMIER ASIAN AUTO PUBLICATIONS (M) SDN BHD 40% INTELLI-TELEMATICS ASIA SDN BHD

DELLOYD VENTURES BERHAD annual report 2014

CORPORATE INFORMATION

BOARD OF DIRECTORS

NOMINATION COMMITTEE

MANAGEMENT TEAM

General Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd) Chairman, Independent Non-Executive Director

General Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd) Chairman

Dato’ Sri Tee Boon Kee Group Managing Director

Dato’ Dr M SHANmughalingam, Dato’ Eow Kwan Hoong

Dato’ Leon Tee Wee Leng Deputy Group Managing Director

Dato’ Sri Tee Boon Kee Group Managing Director Dato’ Leon Tee Wee Leng Deputy Group Managing Director Dato’ Ir Haji Noor Azmi Bin Jaafar Executive Director Datin Sri Chung Geok Siew Executive Director Dato’ Tee Boon Keat Executive Director

REGISTERED OFFICE 52A, Lebuh Enggang, 41150 Klang Selangor Darul Ehsan Tel : (03) 3343 7145 Fax : (03) 3343 3296 AUDITORS Crowe Horwath Kuala Lumpur Office Chartered Accountants

Chung Chee Sun REGISTRAR Non-Independent Non-Executive Director Bina Management (M) Sdn Bhd Lot 10, The Highway Centre, Dato’ Dr. M SHANmughalingam Jalan 51/205 Independent Non-Executive 46050 Petaling Jaya, Director Selangor Darul Ehsan Tel : (03) 7784 3922 Dato’ Eow Kwan Hoong Fax : (03) 7784 1988 Independent Non-Executive Director STOCK EXCHANGE LISTING SECRETARIES Ng Say Or Yew Ing Chuo AUDIT COMMITTEE Dato’ Eow Kwan Hoong Chairman General Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd) Dato’ Dr M SHANmughalingam REMUNERATION COMMITTEE Dato’ Dr. M SHANmughalingam Chairman Dato’ Eow Kwan Hoong Dato’ Sri Tee Boon Kee

Bursa Malaysia Main Market Stock Code : 6505 PRINCIPAL BANKERS HSBC Bank Malaysia Berhad RHB Bank Berhad Hong Leong Bank Berhad OCBC Bank (Malaysia) Berhad SOLICITORS J. M. Chong, Vincent Chee and Co Lee, Perara & Tan

Dato’ Ir Haji Noor Azmi Bin Jaafar Managing Director Automotive Group Datin Sri Chung Geok Siew Group Finance Director

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Tee Choon Kuan Chief Operating Officer Delloyd Electronics (M) Sdn Bhd Jessica Tho Lai Foong General Manager Group Finance & Accounts Hasbullah Bin Abdul Rahman General Manager Delloyd R&D (M) Sdn Bhd Tsuneo Matsunaga Advisor - Business Development Automotive Group

Dato’ Tee Boon Keat Executive Director CEO - Delloyd Auto Parts (M) Sdn Bhd

Chang Poh Meng General Manager - Estate Division PT Rebinmas Jaya, Indonesia

Chua Soo Seong Deputy CEO / Director of Manufacturing

Kong Kam Sang Advisor - Oil Mill Division PT Rebinmas Jaya, Indonesia

Chan Yoke Hoong Chief Financial Officer Gan Nean Paul Director of Business Development Automotive Group Mustaffa Bin Haji Bakar Director of Engineering & Quality Automotive Group Lawrence Chong Kin Min Director of Group Purchasing Badrol Hisham Bin Jeran Chief Operating Officer Delloyd Industries (M) Sdn Bhd Tay Koh Heng Chief Operating Officer Delloyd Auto Parts Mfg Sdn Bhd

annual report 2014 DELLOYD VENTURES BERHAD

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BOARD OF DIRECTORS’ PROFILE

GENERAL TAN SRI (DR) MOHAMED HASHIM BIN MOHD ALI (RTD) CHAIRMAN

DATO’ SRI TEE BOON KEE GROUP MANAGING DIRECTOR

INDEPENDENT NON-EXECUTIVE DIRECTOR

General Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd), aged 79, a Malaysian, was appointed an Independent Non-Executive Director and Chairman of Delloyd Ventures Berhad (DVB) on 6 August 1996. He is also the Chairman of the Nomination Committee and sits on the Audit Committee of the Board.

Dato’ Sri Tee Boon Kee aged 60, a Malaysian is the Group Managing Director of Delloyd Ventures Berhad. He was appointed to the Board on 6 August 1996 and sits on the ESOS and the Remuneration Committees of the Board.

He holds a Diploma in Advance Business Management from Harvard Business School. He was conferred the Honorary Doctorate by the University of Salford, United Kingdom in 1999 and the Honorary Doctorate by the Malaysian National Defence University in October 2012. He is a member of the Selangor Royal Court (Ahli Dewan DiRaja Selangor) since 1 January 2005.

Dato’ Sri Tee is a businessman by profession and cofounder of the DVB Group. The first company founded by him was Delloyd Auto Parts (M) Sdn Bhd in 1984, which specializes in importing and distributing of automotive parts and accessories in Malaysia. Whilst in the midst of establishing a market niche in Malaysia, he had also set up Delloyd (Malaysia) Sdn Bhd in 1987 to undertake direct exports of replacement equipment/ accessories parts. He formed Delloyd Industries (M) Sdn Bhd and Delloyd Auto Parts Mfg Sdn Bhd to produce OEM and replacement equipment/accessories parts in 1989 and 1990 respectively. He also possesses in-depth knowledge and experience in the other major sectors of the Group’s business viz. the motor vehicles and oil palm plantation sectors.

Prior to his entry into the corporate world, General Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd) was the Chief of Defence Forces in the Malaysian Armed Forces where he chalked up 40 years of dedicated service. During his tenure in the Malaysian Armed Forces, he had initiated the re-organisation and modernisation of the Army. He is the Chairman of Ajinomoto (Malaysia) Berhad, Country Heights Holdings Berhad, Chiyoda (M) Sdn Bhd, Yokogawa Kontrol (M) Sdn Bhd, Dibena Enterprise Sdn Bhd, Datasonic Group Bhd and National Aerospace & Defence Industries Sdn Bhd. He is currently the Chairman of the South East Asian Association of Glutamate Science (“SEAAGS”). The member countries are Thailand, Indonesia, Philippines, Vietnam and Malaysia. He is also on the Board of Institute of Strategic and International Studies (ISIS) as well as some other private companies. He has no family relationship with any directors and/or major shareholders of DVB nor any personal interest in any business arrangement involving the Company. He has not been convicted of any offences within the past 10 years.

DELLOYD VENTURES BERHAD annual report 2014

He is the spouse of Datin Sri Chung Geok Siew, an Executive Director of the Group. His son, Dato’ Leon Tee Wee Leng and brother, Dato’ Tee Boon Keat, are also members of the Board. He is deemed interested in certain related party transactions of a revenue or trading nature which are necessary for the day-to-day operations of the Group as disclosed on page 105 to 108 of the Annual Report. He has not been convicted of any offences within the past 10 years.

BOARD OF DIRECTORS’ PROFILE

DATO’ LEON TEE WEE LENG DEPUTY GROUP MANAGING DIRECTOR

Dato’ Leon Tee Wee Leng aged 36, a Malaysian, was appointed to the Board on 29 May 2013. He has been designated Deputy Group Managing Director of Delloyd Ventures Berhad. Dato’ Leon Tee graduated with a Bachelor of Commerce degree from Monash University Clayton, Australia. He joined Delloyd Group in 2003 as Manager in charge of Business Development and subsequently became the Deputy CEO of Corporate and Business Development in 2008. He assists the Group Managing Director to oversee the Group’s local and overseas business development in the automotive components and oil palm plantations sectors. His father, Dato’ Sri Tee Boon Kee and mother, Datin Sri Chung Geok Siew are both members of the Board. He is deemed interested in certain related party transactions of a revenue or trading nature which are necessary for the day-to-day operations of the Group as disclosed on page 105 to 108 of the Annual Report. He has not been convicted of any offences within the past 10 years.

DATO’ IR HAJI NOOR AZMI BIN JAAFAR EXECUTIVE DIRECTOR

Dato’ Ir. Haji Noor Azmi Bin Jaafar aged 58, a Malaysian is an Executive Director of Delloyd Ventures Berhad. He was appointed to the Board on 6 August 1996 and sits on the ESOS Committee of the Board. He graduated from UiTM with Diploma in Mechanical Engineering and a Bachelor of Science in Mechanical Engineering. Subsequently, he obtained a Master of Science in Mechanical Engineering from University of Miami, USA. He is a member of the Institution of Engineers Malaysia (MIEM) and a registered Professional Engineer (P. Eng) with the Board of Engineer, Malaysia. Dato’ Ir. Haji Noor Azmi started his career in 1979 as a lecturer in the Faculty of Mechanical Engineering, UiTM and his last position at UiTM was Head of Thermodynamics and Heat Transfer Division. In 1984, he joined PROTON (Perusahaan Otomobil Nasional Berhad) and assumed various capacities in Quality Control, Local Content, Localisation, Warranty & Technical Services and Procurement & Vendor Development. After seven and half years with PROTON, he joined Delloyd Industries (M) Sdn Bhd as Director and Advisor to the Managing Director. He was appointed Manufacturing Director in 1995 and with effect from August 2008 was appointed Chief

Executive Officer of the Group’s automotive components division, and redesignated Managing Director with effect from 1 April 2013. This division comprises main subsidiaries including Delloyd Industries (M) Sdn Bhd, Delloyd Electronics (M) Sdn Bhd, Delloyd Auto Parts Mfg Sdn Bhd, Delloyd (Malaysia) Sdn Bhd, Delloyd R&D (M) Sdn Bhd and other overseas operations. Dato’ Ir. Haji Noor Azmi is an academic advisor to the Faculty of Mechanical Engineering UiTM, Faculty of Mechanical Engineering for Doctor and Master of Philosophy Programme for UTM Razak School of Engineering and Advanced Technology, Faculty of Mechanical Engineering Politeknik Sultan Salahuddin Abdul Aziz Shah, Shah Alam, Faculty of Mechanical Engineering UniMalaysia Pahang and School of Manufacturing Engineering University Malaysia Perlis (Uni MAP). He is also a Treasurer of the Engineering Faculty Alumni Association (EFAA) – UiTM. Since May 27, 2011, Dato’ Ir. Haji Noor Azmi has been the President of Proton Vendors Association. He has no family relationship with any directors and/or major shareholders of DVB. He has not been convicted of any offences within the past 10 years.

annual report 2014 DELLOYD VENTURES BERHAD

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BOARD OF DIRECTORS’ PROFILE

DATO’ TEE BOON KEAT EXECUTIVE DIRECTOR

CHUNG CHEE SUN

EXECUTIVE DIRECTOR

Datin Sri Chung Geok Siew aged 61, a Malaysian is an Executive Director of Delloyd Ventures Berhad. She was appointed to the Board on 6 August 1996 and sits on the ESOS Committee of the Board.

Dato’ Tee Boon Keat aged 50, a Malaysian is Executive Director of Delloyd Ventures Berhad. He was appointed to the Board on 6 August 1996 and is the brother of Dato’ Sri Tee Boon Kee.

Chung Chee Sun, aged 59, a Malaysian is a Non-Independent & Non-Executive Director of Delloyd Ventures Berhad. He was appointed to the Board on 6 August 1996 and is the brother of Datin Sri Chung Geok Siew.

Datin Sri Chung is one of the founding members of the DVB Group. She has been with the Group since the inception of Delloyd Auto Parts (M) Sdn Bhd in 1984. She holds the position of Group Finance Director primarily responsible for the finance, administration, purchasing and human resources functions of the Group. She has garnered wide experience in the financial and administrative aspects of the Group’s automotive components business as well as its oil palm plantations business.

Dato’ Tee is a businessman by profession and has vast experience in the management of the automotive accessories business. He is the Chief Executive Officer of Delloyd Auto Parts (M) Sdn Bhd. His main responsibility is to oversee the company’s local and export sales activities.

Mr. Chung is one of the founding members of the DVB Group. He has been with the Group since the inception of Delloyd Auto Parts (M) Sdn Bhd in 1984. He has vast experience in the operation of plastic injection machines and mould management. On 27 August 2008, Mr Chung was redesignated as non-independent and non-executive director.

DATIN SRI CHUNG GEOK SIEW

She is the spouse of Dato’ Sri Tee Boon Kee, Group Managing Director. Her son, Dato’ Leon Tee Wee Leng and her brother, Chung Chee Sun, are also members of the Board.

He is deemed interested in certain related party transactions of a revenue or trading nature which are necessary for the day-to-day operations of the Group as disclosed on page 105 to 108 of the Annual Report. He has not been convicted of any offences within the past 10 years.

She is deemed interested in certain related party transactions of a revenue or trading nature which are necessary for the day-to-day operations of the Group as disclosed on page 105 to 108 of the Annual Report. She has not been convicted of any offences within the past 10 years.

DELLOYD VENTURES BERHAD annual report 2014

NON-INDEPENDENT NON-EXECUTIVE DIRECTOR

He is deemed interested in certain related party transactions of a revenue or trading nature which are necessary for the day-to-day operations of the Group as disclosed on page 105 to 108 of the Annual Report. He has not been convicted of any offences within the past 10 years.

BOARD OF DIRECTORS’ PROFILE

DATO’ EOW KWAN HOONG

DATO’ DR M SHANMUGHALINGAM

INDEPENDENT NON-EXECUTIVE DIRECTOR

INDEPENDENT NON-EXECUTIVE DIRECTOR

Dato’ Dr. M SHAN aged 74, a Malaysian, was appointed an Independent Non-Executive Director of Delloyd Ventures Berhad (DVB) on 6 August 1996. He is Chairman of the Remuneration Committee and also sits on the Audit and Nomination Committees of the Board. He obtained his Doctorate of Philosophy in Economics and Government from Oxford University, UK, Masters degree in Economics and Government from Harvard University, USA and Bachelor of Arts (Honours) degree in Economics from Univ. of Malaya. He is a Fellow of the Economic Development Institute, World Bank, USA. From 1962 to 1978 he served the Treasury, Ministry of Finance, his last post being Deputy Secretary (Economic) and from 1979 to 1991 in PETRONAS (Petroleum Nasional Bhd) his last post being General Manager. From 1992 to 1996 he was Managing Director of Sri Inderajaya Sdn Bhd, the holding company of GEC Malaysia Sdn Bhd.

of CIMB (Commerce International Merchant Bankers) (L) Ltd, CIMB Discount House Bhd, CIMB Securities Sdn Bhd, MIDF Aberdeen Asset Management Sdn Bhd, and Malaysian International Merchant Bankers Berhad (MIMB), a subsidiary of MIDF and an associate of Barclays Bank Group, UK. He was on the Committee of the Malaysian Administrative and Diplomatic Service (P.T.D.) Alumni Association, on the Board of the VIOBA Foundation and Chairman, Scholarship Committee and on the Board of Selectors, Rhodes scholarship to Oxford University. Dato’ Dr. M SHAN represented Malaysia at international conferences of the ADB (Asian Development Bank), the Commonwealth, IMF (the International Monetary Fund), OPEC (the Organisation of Petroleum Exporting Countries), the United Nations and the World Bank. He was the Chairman and lead speaker at several sittings of PECC (Pacific Economic Co-operation Conference). On invitation by the Kennedy School of Government, Harvard University and the Harvard Institute for International Development, USA, he helped in the design of a new Executive Programme for Leaders in Development : Managing Economic and Political Reform for Harvard University.

Dato’ Eow Kwan Hoong aged 61, a Malaysian was appointed an Independent Non-Executive Director of Delloyd Ventures Berhad (DVB) on 22nd May 2001. He is the Chairman of the Audit Committee, and also sits on the ESOS, Nomination and Remuneration Committees of the Board. Dato’ Eow is a member of the Malaysian Institute of Accountants and a Fellow member of the Chartered Institute of Management Accountants (CIMA), United Kingdom. In 2013, he was elected by CIMA members in South East Asia to serve as a Council member of CIMA UK for a three year term. He joined the Lion Group as an Accounts Manager in 1982. After serving the Group for 17 years and holding the post of Group Chief Accountant, he left in April 1998 to join IRIS Corporation Berhad as the Chief Operating Officer. Currently, he sits on the Board of IRIS Corporation Berhad and Main Board public listed company Versatile Creative Berhad. In addition, he also sits on the Boards of Lion Forest Industries Berhad, Lion AMB Resources Berhad and several Malaysian private limited companies. He has no family relationship with any directors and/or major shareholders of DVB nor any personal interest in any business arrangement involving the Company. He has not been convicted of any offences within the past 10 years.

He is now Managing Director of Trilogic Sdn Bhd, an investment holding company since 1996. He is Adviser, Hextar Holdings Bhd. He sits on the Board of Trustees of the Malaysian Institute of Economic Research (MIER), the advisory panel to Asian Strategy and Leadership Institute (ASLI) and of the boards of non-listed He has no family relationship with any companies. directors and/or major shareholders of DVB nor any personal interest in any He was a Director of Edaran Otomobil business arrangement involving the Nasional Berhad (EON) and Chairman Company. He has not been convicted of its Remuneration Committee, PBA of any offences within the past 10 Holdings Bhd and Mamee-Double years. Decker (M) Bhd all listed on the Main Board. He was also on the Board

annual report 2014 DELLOYD VENTURES BERHAD

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10

CALENDAR OF EVENTS

18/10/13 Payment of final single tier dividend of 5 sen per share for the financial year ended 31 March 2013.

10 12/09/13 17th Annual General Meeting at Kota Permai Golf and Country Club, Shah Alam, Selangor Darul Ehsan.

09

2013

12

06/12/13 Signing of Joint Venture & Shareholder’s Agreement between Delloyd Industries (M) Sdn Bhd & TIMS Technology (Thailand) Co., Ltd in Ayutthaya, Thailand.

11 13/11/13 13/1 1 Malaysian Society of Occupational Safety and Mal Health Heaa accorded Delloyd Industries (M) Sdn Bhd d (Gold) and Delloyd Electronics (M) Sdn Bhd hd d and Delloyd Auto Parts Mfg Sdn Bhd (both ( t Silver) awards for having good safety (bot and health programmes. 19/11/13 19/1 1 Delloyd Industries (M) Sdn Bhd awarded the Dell Excellent Delivery Vendor 2013 & 20 Years Excee Excellent Contribution & Partnership by Perodua. Excee Exc DELLOYD VENTURES BERHAD annual report 2014

17/12/13 Award presentation to vendors by Group Purchasing in recognition of their good performance and support. 24/12/13 Annual blood donation campaign amongst staff to replenish Klang General Hospital’s blood bank.

11

20/03/14 20/0 20 /03/ /0 3/1 3/ 14 14 of Delloyd Team FIKIR F yd Industries Indu ustriess (M) ( Sdn Bhd Tg Malim awarded Gold and ICC Muda Award during Mini Konvensyen Team Excellent Wilayah Tengah by Malaysia Productivity Corporation (MPC). 10/01/14 Delloyd Group of Companies Annual Dinner.

28/03/14 Payment of first interim single tier dividend of 3 sen per share for the financial year ending 31 March 2014.

01 14/03/14 14 14/0 4/0 /03/ /03 03/ 3/14 14 Delloyd Delloyyd Industries D Indu ndustries (M) Sdn Bhd recognized as Best Delivery Performance in 2013 by Isuzu Hicom Malaysia Sdn Bhd.

03

2014

05 20/05/14 Delloyd Auto Parts Mfg Sdn Bhd awarded Certificate of Appreciation 2013 by Toyota Boshoku UMW Sdn Bhd in recognition of its commitment towards 381A Model Development.

06

12/06/14 Delloyd Industries (M) Sdn Bhd presented a Certificate of CCCF 2013 (Safety Practice) by Toyota Suppliers Club and UMW Toyota Motor Sdn Bhd.

07 29/05/14 Team FIKIR of Delloyd Industries (M) Sdn Bhd Tg Malim awarded Gold Award during ICC Regional Convention by MPC.

07/07/14 Launching of Safety Awareness Campaign. annual report 2014 DELLOYD VENTURES BERHAD

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CHAIRMAN’S STATEMENT

Dear Shareholders, On behalf of the Board of Directors, I am pleased to present the Annual Report and Audited Financial Statements of Delloyd Ventures Berhad for the financial year ended 31 March 2014. Economic Landscape The global economy is expected to be on a path of moderate recovery amidst a volatile economic backdrop. In the major advanced economies, broader signs of improvements have emerged. The Asian economies have continued to experience sustained growth although growth in domestic demand in some economies are showing signs of moderation. The Malaysian economy is expected to grow at a slightly stronger pace of 5% to 5.5% in 2014. Although some degree of uncertainty exists in the global environment due to the volatility of capital flows associated with the possibility or reduced global liquidity, Malaysia’s external sector is expected to improve. For the Malaysian economy, domestic demand will remain supportive of growth. While domestic demand is expected to moderate following the ongoing fiscal consolidation, the external sector is expected to benefit from the improving global conditions. The growth momentum is therefore expected to remain on a steady trajectory.

Bagi pihak Lembaga Pengarah, saya dengan sukacitanya membentangkan Laporan Tahunan dan Penyata Kewangan Beraudit Delloyd Ventures Berhad bagi tahun kewangan berakhir 31 Mac 2014. Lanskap Ekonomi Ekonomi global dijangka pulih pada kadar sederhana dalam keadaan yang ekonomi tidak menentu sekarang ini. Di kuasa ekonomi yang lebih besar tanda-tanda pemulihan kelihatan lebih jelas. Ekonomi Asia terus kekal berkembang walaupun pertumbuhan dalam permintaan domestik disesetengah kawasan ekonomi hanya pada kadar sederhana. Ekonomi Malaysia adalah dijangka meningkat dengan lebih kukuh iaitu 5% kepada 5.5% pada 2014. Sungguhpun terdapat sedikit ketidaktentuan dalam persekitaran global disebabkan ketidakstabilan aliran kapital serta kemungkinan pengurangan dalam cairan global, sektor luaran Malaysia dijangka lebih baik. Bagi ekonomi Malaysia, permintaan domestik masih menjadi tunjang pertumbuhan yang utama. Disamping permintaan domestik dijangka sederhana berikutan penyatuan kewangan yang berterusan, sektor luaran dijangka akan memperolehi faedah dari keadaan global yang lebih baik. Pergerakan dalam pertumbuhan ini dijangka kekal pada lengkungan yang stabil.

DELLOYD VENTURES BERHAD annual report 2014

CHAIRMAN’S STATEMENT Financial Review For the financial year ended 31 March 2014, the Group’s consolidated revenue reached RM411.2 million and posted a profit before tax of RM35.8 million, representing a 3.2% and 17.8% decrease in revenue and pre-tax earnings respectively compared to the preceding year.

Tinjauan Kewangan Bagi tahun kewangan berakhir 31 Mac 2014, perolehan Kumpulan keseluruhannya mencecah RM411.2 juta dan mencatatkan keuntungan sebelum cukai sebanyak RM35.8 juta, iaitu 3.2% dan 17.8% lebih rendah berbanding tahun sebelumnya.

Earnings per share stood at 28 sen (2013 : 34 sen) and Net assets per share was RM4.48 (2013 : RM4.32). Shareholders’ funds increased to RM433.1 million (2013 : RM418.2 million). The Group’s financial liquidity remained healthy with positive cash inflow of RM14.0 million for FY2014 (2013 : RM7.2 mil).

Pendapatan sesaham adalah pada 28 sen (2013 : 34 sen) dan aset Bersih sesaham adalah RM4.48 (2013 : RM4.32). Dana Pemengang-pemegang saham meningkat kepada RM433.1 juta (2013 : RM418.2 juta). Aliran kewangan Kumpulan kekal kukuh dengan aliran tunai masuk yang positif sebanyak RM14.0 juta pada 2014 (2013 :RM7.2 juta).

The year’s revenue and earnings were largely contributed by the two major segments, namely, the automotive components and the oil palm plantations segments. The automotive components segment contributed 61.2% and 59.1%, and the plantations segment contributed 26.6% and 40.7% to the Group’s revenue and profit before tax respectively.

Perolehan dan pendapatan tahunan adalah sebahagian besarnya dari dua segmen utama iaitu, komponen automotif dan perladangan kelapa sawit. Segmen komponen automotif menyumbangkan perolehan sebanyak 61.2% dan keuntungan sebelum cukai sebanyak 59.1%, manakala perladangan kelapa sawit pula menyumbangkan perolehan sebanyak 26.6% dan keuntungan sebelum cukai sebanyak 40.7% kepada Kumpulan.

The performance of the Group during the year was significantly impacted by the weakening of the Indonesian Rupiah against the US Dollar and the Malaysian Ringgit resulting in substantial unrealised loss on foreign exchange.

Prestasi Kumpulan pada tahun ini sangat terkesan disebabkan oleh nilai Rupiah Indonesia yang lemah berbanding Dollar Amerika dan Ringgit Malaysia menyebabkan penyusutan dalam pertukaran wang asing.

Dividend On 27 February 2014, the Board declared a single tier interim dividend of 3 sen per share totalling RM2.9 million which was paid out on 28 March 2014.

Dividen Pada 27 Februari 2014, pihak Lembaga mengisytiharkan dividen interim satu peringkat sebanyak 3 sen sesaham melibatkan jumlah sebanyak RM2.9juta yang telah dibayar pada 28 Mac 2014.

The Board has recommended a final single tier dividend of 5 sen per share for the financial year ended 31 March 2014 subject to the shareholders‘ approval at the forthcoming AGM.

Pihak Lembaga mencadangkan dividen akhir satu peringkat sebanyak 5 sen sesaham untuk tahun kewangan berakhir 31 Mac 2014 bergantung kepada kelulusan pemegangpemegang saham pada Mesyuarat Agung Tahunan akan datang.

Business Review Generally, 2013 had been a good year for the Malaysian automotive industry. The Total Industry Volume had once again exceeded the 600,000 mark, making it four consecutive years in a row that the TIV breached the 600,000 mark. The automotive industry’s good performance is mainly attributed to the country’s economy and stable employment environment. With the launch of several new and affordable models, aggressive sales promotion and campaigns, competition amongst the carmakers was further intensified. However, market response had been favourable. The Group’s automotive component segment had also benefitted from this positive albeit competitive environment. The Board notes that the Group’s automotive segment performed satisfactorily. However, revenue from this segment was lower and this was mainly due to the disposal of a controlling interest in an Indonesian subsidiary in the preceding year. Although TIV has been encouraging, the operational profit margin for the Group’s automotive segment has been on a declining trend. This segment is constantly affected by pressures on selling prices as competition amongst component manufacturers grew more intense.

Tinjauan Perniagaan Umumnya, tahun 2013 merupakan tahun yang baik bagi industri automotif Malaysia. Jumlah Keseluruhan Industri sekali lagi mencecah aras lebih 600,000, menjadikan ia pencapaian empat tahun berturut-turut mencecah aras 600,000. Prestasi baik industri automotif merupakan penyumbang kepada ekonomi Negara dan persekitaran pekerjaan yang stabil. Dengan pelancaran beberapa model baru dan mampu milik, promosi jualan dan kempen-kempen yang agresif, persaingan antara pengilang-pengilang kereta lebih intensif. Walaupun begitu, maklumbalas pasaran sangat menggalakkan. Segmen komponen automotif Kumpulan juga telah mendapat faedah dari persekitaran kompetitif yang positif ini. Lembaga Pengarah memahami bahawa prestasi segmen automotif Kumpulan adalah memuaskan. Walau bagaimanapun, perolehan dari segmen ini menurun disebabkan oleh pelupusan pegangan dalam anak syarikat di Indonesia pada tahun sebelumnya. Walaupun Jumlah Keseluruhan Industri (TIV) begitu menggalakkan, julat keuntungan operasi bagi segmen automotif Kumpulan merosot. Segmen ini terkesan oleh tekanan harga jualan dari persaingan dikalangan pengilang-pengilang komponen yang meningkat.

annual report 2014 DELLOYD VENTURES BERHAD

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CHAIRMAN’S STATEMENT The Group’s plantation segment recorded a satisfactory revenue amounting to RM109.5 million. Both the Sungai Rambai and Pulau Belitung plantations contributed positively to the year’s performance. However, the segment’s pretax earnings of RM15.3 million was severely eroded by unrealized foreign exchange loss of RM10.3 million.

Segmen perladangan Kumpulan merekodkan perolehan yang memuaskan berjumlah RM109.5 juta. Kedua-dua ladang Sungai Rambai dan Pulau Belitung merupakan penyumbang kepada prestasi positif tahun ini. Walaubagaimanapun pendapatan sebelum cukai sebanyak RM15.3 juta menyusut disebabkan kehilangan dalam pertukaran wang asing sebanyak RM10.3 juta.

The oil mill in the Belitung plantations is also steadily increasing its CPO production. With the increase in FFB production and outside fruits purchased, the oil mill will continue to gradually enhance the sector’s profitability.

Kilang minyak sawit di Ladang Belitung juga meningkatkan pengeluaran Minyak Sawit Mentah (CPO). Dengan peningkatan pengeluaran Buah Tandan Bersih (FFB) dan buah yang dibeli dari luar, Kilang minyak sawit akan terus mengukuhkan keuntungan sektor ini.

Notwithstanding the steadily increasing FFB output from the Indonesian estates due to higher proportion of hectarage reaching maturity, the Group’s plantation segment continues to face challenges given the prevailing fluctuations in foreign exchange rates of the Indonesian Rupiah and the increasing cost of production in Indonesia mainly due to increasing labour cost and additional cost to be incurred to improve poor soil condition.

Walapun peningkatan yang baik dalam pengeluaran Buah Tandan Bersih (FFB) dari estet di Indonesia disebabkan jumlah keluasan hektar yang mencapai tahap matang adalah tinggi, segmen perladangan Kumpulan terus menghadapi cabaran dari tukaran matawang asing bagi Rupiah Indonesia dan peningkatan kos pengeluaran di Indonesia disebabkan peningkatan kos buruh dan kos tambahan bagi memperbaiki keadaan tanah .

Corporate Social Responsibility Incorporating Corporate Social Responsibility (CSR) into the Group’s annual programmes has always been an ongoing practice. The Group believes it is vital to improve the conditions surrounding our stakeholders, employees, community and environment as a responsible corporate member of the community and the society at large.

Tanggungjawab Sosial Korporat Perlaksanaan Tanggungjawab Sosial Korporat dalam program tahunan Kumpulan merupakan usaha yang berterusan. Kumpulan percaya kepada pentingnya untuk memperbaiki keadaan disekeliling pemegang-pemegang saham, pekerjapekerja, masyarakat setempat dan persekitaran sebagai ahli korporat yang bertanggungjawab terhadap masyarakat setempat dan masyarakat keseluruhannya.

Our CSR covers key areas such as occupational health and safety, employee welfare and development, community welfare, environmental preservation and education and training.

Tanggungjawab Sosial Korporat kami merangkumi beberapa perkara utama seperti kesihatan dan keselamatan pekerjaan, kebajikan dan pembangunan pekerja, kebajikan masyarakat setempat, pemeliharaan persekitaran serta pelajaran dan latihan.

Employees‘ safety are of prime importance to us. We have in place a comprehensive set of procedures and policies relating to occupational safety, emergency preparedness and the control of health and safety hazards and other workplace risks. These stringent controls in all areas of our operations are never compromised. In keeping with tradition, our CSR initiatives are extended to the less fortunate. Towards this end, we make cash contributions periodically to various education, social and welfare needs of the community. Outlook for 2014/15 Going forward, we believe that the recovery of the global economy in 2014 will continue to be moderate and volatile. For the Malaysian economy, the growth momentum in 2014 is expected to continue amid better performance of the external sector. Domestic demand, however, is expected to moderate reflecting the ongoing public sector consolidation including subsidy rationalization measures. Furthermore, rising costs of living and the spillover effects of subsidy rationalization on the prices of other goods and services resulting in inflation will likely see dampened consumers’ sentiment for spending on big ticket items such as new motor vehicles. The impending implementation of the Goods & Services Tax (GST) scheduled for April 2015 on passenger cars coupled with further rationalization on fuel

DELLOYD VENTURES BERHAD annual report 2014

Keselamatan pekerja adalah keutamaan kami. Syarikat telah menyediakan polisi dan prosedur yang menyeluruh berkaitan Keselamatan di tempat kerja, persedian menghadapi kecemasan dan pengawalan bahaya-bahaya dan risiko-risiko kesihatan dan keselamatan di tempat kerja. Kawalan yang menyeluruh dilakukan di semua kawasan operasi syarikat tanpa kompromi. Disamping itu, secara tradisinya, inisiatif Tangungjawab Sosial Korporat syarikat juga kepada mereka yang kurang bernasib baik. Setakat ini, syarikat telah menyumbangkan wang tunai secara berterusan kepada pelbagai institusi pendidikan serta badan-badan sosial dan kebajikan masyarakat. Tinjauan bagi 2014/15 Melihat kehadapan, kami percaya bahawa pemulihan ekonomi global pada 2014 akan terus sederhana dan tidak stabil. Bagi ekonomi Malaysia, pergerakan pertumbuhan dalam 2014 dijangka terus dalam prestasi yang baik bagi sektorluaran. Permintaan domestik, walaubagaimanapun dijangka akan sederhana berikutan penyatuan sektor awam termasuk langkah-langkah penyeragaman subsidi. Tambahan pula, kos sara hidup yang meningkat dan kesan dari penyeragaman subsidi ke atas harga barangan dan perkhidmatan mengakibatkan inflasi yang akan mengetatkan perbelanjaan pengguna terhadap barangan bernilai tinggi seperti kenderaan baru. Cadangan perlaksanaan cukai barangan dan perkhidmatan (GST) yang dijadualkan pada

CHAIRMAN’S STATEMENT subsidy are additional adverse factors which will dampen consumers’ demand for new vehicles. As expected, Bank Negara Malaysia has raised the benchmark overnight policy rate by 25 basis points. The spillover effects of this raise will undoubtedly result in wide-ranging effect on the economy. With inflation bearing down on the consumer, tightening of bank lending guidelines for hire purchase of cars, higher interest rates and on-going selling price pressure from OEM automotive customers, the Group’s automotive components segment is finding it increasingly difficult to maintain a decent profit margin. The Group’s plantations in Indonesia is expected to register moderate increase of its FFB output in the following year. However, this segment continues to face challenges given the prevailing fluctuations in foreign exchange rates and the increasing cost of production. With the prevailing operating environment, it appears that the profitability of the Group may to some extent be adversely affected. As such, the Board is cautiously optimistic that the Group will sustain moderate growth in these major business segments and we should continue to be vigilant and prudent in managing its businesses. Corporate Governance The Group is pleased to present this year’s Annual Report to the shareholders based on the application of the principles and best practices of good governance as contained in the Malaysian Code on Corporate Governance. The Board is committed to ensuring that the highest standards of corporate governance are practised in order to protect and enhance shareholder value. Acknowledgements Delloyd Ventures Berhad’s continued success and growth has indeed been a collective effort of the Board, the Management and staff. On behalf of the Group, I would like to express my deepest gratitude to the management team and our employees for their resourcefulness and dedication. I also wish to take this opportunity to record our appreciation to Dato‘ Mohamed Nizam Bin Abdul Razak for his invaluable contribution to the Group during his tenure as a NonExecutive Director and we wish him success in all his other assignments and undertakings. My appreciation also goes to our shareholders, valued customers, suppliers, bankers, business associates and the various government authorities and last but not least, our inhouse union for their continued confidence and support to the Group. GENERAL TAN SRI (DR) DATO’ PADUKA MOHAMED HASHIM BIN MOHD ALI (RTD) Chairman

April 2015 terhadap kereta penumpang serta penyeragaman subsidi bahanapi adalah merupakan faktor tambahan yang akan mengurangkan permintaan pengguna terhadap kenderaan-kenderaan baru. Seperti dijangkakan, Bank Negara Malaysia telah menaikkan kadar “benchmark overnight policy” sebanyak 25 mata asas. Kesan daripada kenaikan ini tidak dapat dinafikan akan memberikan kesan yang lebih besar terhadap ekonomi . Dengan inflasi yang terarah kepada pengguna, syarat pinjaman bank yang lebih ketat untuk sewa beli kereta, kadar faedah yang tinggi dan tekanan harga jualan yang berterusan dari pengeluar automotif OEM, segmen komponen automotif Kumpulan mendapati agak sukar untuk mengekalkan julat keuntungan semasa. Perladangan di Indonesia adalah dijangka mencatatkan peningkatan sederhana bagi Buah Tandan Bersih (FFB) pada tahun akan datang. Walaupun begitu segmen ini terus menghadapi cabaran dari ketidaktentuan tukaran wang asing dan peningkatan kos pengeluaran. Dengan keadaan persekitaran operasi seperti ini, ia akan sedikit sebanyak memberi kesan terhadap keuntungan Kumpulan. Dengan yang demikian Lembaga Pengarah optimis bahawa Kumpulan akan dapat mengekalkan pertumbuhan sederhana dalam segmen-segmen utama perniagaan syarikat dan kami akan terus berwaspada dan bijak dalam menguruskan semua perniagaan. Urus Tadbir Korporat Kumpulan dengan sukacita membentangkan Laporan Tahunan tahun ini kepada para pemegang saham berdasarkan amalan dan prinsip urus tadbir yang baik seperti yang terkandung dalam Kod Urus Tadbir Malaysia Pihak Lembaga komited untuk memastikan bahawa piawaian tertinggi urus tadbir korporat diamalkan dalam usaha untuk melindungi dan meningkatkan nilai pemegang saham. Penghargaan Kejayaan dan pertumbuhan berterusan Delloyd Ventures Berhad adalah hasil dari usaha dan kerjasama Lembaga Pengarah, pihak Pengurusan dan kakitangan.Bagi pihak Kumpulan, saya ingin merakamkan setinggi-tinggi penghargaan kepada pengurusan dan semua pekerja atas kesungguhan dan dedikasi mereka. Saya juga ingin mengambil kesempatan ini untuk merakamkan penghargaan kepada Dato‘ Mohamed Nizam Bin Abdul Razak atas sumbangan yang tidak ternilai kepada Kumpulan semasa bertugas sebagai Non-Executive Director dan mengucapkan semoga beliau berjaya dalam apa jua tugasan yang akan datang. Penghargaan ini juga ditujukan kepada para pemegang saham, pelanggan yang dihargai, pembekal , bank, rakan perniagaan dan pelbagai pihak berkuasa kerajaan dan tidak ketinggalan kepada Kesatuan Pekerja atas keyakinan dan sokongan berterusan mereka kepada Kumpulan JENERAL TAN SRI (DR) DATO’ PADUKA MOHAMED HASHIM BIN MOHD ALI (B) Pengerusi

annual report 2014 DELLOYD VENTURES BERHAD

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NOTICE OF ANNUAL GENERAL MEETING

16 16

NOTICE IS HEREBY GIVEN THAT the Eighteenth Annual General Meeting of the Company will be held at Danau 3, Kota Permai Golf and Country Club, No.1, Jalan 31/100A, Kota Kemuning, Section 31, 40460 Shah Alam, Selangor Darul Ehsan on Monday, 8 September 2014 at 11.30 a.m. for the following purposes:-

AGENDA 1.

To receive the Audited Financial Statements for the financial year ended 31 March 2014 together with the Reports of the Directors and Auditors thereon.

2.

To approve the payment of a Final Single Tier Dividend of 5% in respect of the financial year ended 31 March 2014.

Ordinary Resolution 1

3.

To approve the payment of Directors’ fees of RM271,000 in respect of the financial year ended 31 March 2014.

Ordinary Resolution 2

4.

To re-elect the following Directors who retire by rotation in accordance with Article 90 of the Company’s Articles of Association and being eligible, offer themselves for re-election:i) ii)

5.

Ordinary Resolution 3 Ordinary Resolution 4

To consider and, if thought fit, pass the resolutions that pursuant to Section 129 of the Companies Act, 1965, the following Directors be re-appointed as Directors of the Company to hold office until the conclusion of the next Annual General Meeting:i) ii)

6.

Datin Sri Chung Geok Siew Dato’ Eow Kwan Hoong

General Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd) Dato’ Dr. M SHANmughalingam

To re-appoint Messrs. Crowe Horwath as Auditors and to authorise the Directors to fix their remuneration.

Ordinary Resolution 5 Ordinary Resolution 6 Ordinary Resolution 7

AS SPECIAL BUSINESS To consider and if thought fit, to pass the following resolutions:7.

Authority to Issue Shares pursuant to Section 132D of the Companies Act, 1965

Ordinary Resolution 8

“THAT subject always to the Companies Act, 1965 and the approvals of the relevant governmental and/ or regulatory authorities, the Directors be and are hereby empowered, pursuant to Section 132D of the Companies Act, 1965, to issue shares in the Company from time to time and upon such terms and conditions and for such purposes as the Directors may deem fit provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the total issued capital of the Company and that such authority shall continue to be in force until the conclusion of the next Annual General Meeting of the Company.” 8.

Proposed Renewal of the Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature “THAT approval be and is hereby given to the Company and its subsidiaries to renew the Shareholders’ Mandate for the Recurrent Related Party Transactions of a revenue or trading nature with specified class of the Related Parties as stated in Section 3.1 of the Circular to Shareholders dated 15 August 2014 which are necessary for the Group’s day to day operations subject further to the following:i)

the transactions are in the ordinary course of business and are on terms not more favourable to the related party than those generally available to the public and is not to the detriment of the minority shareholders and that such transactions are made on an arm’s length basis and on normal commercial terms; and

DELLOYD VENTURES BERHAD annual report 2014

Ordinary Resolution 9

NOTICE OF ANNUAL GENERAL MEETING

ii)

in disclosing the actual aggregate value of the Recurrent Related Party Transactions conducted pursuant to the Mandate in the 2015 Annual Report, a breakdown of the aggregate value of the Recurrent Related Party Transactions made during the financial year, amongst others, will be provided based on the following information:a) b)

iii)

the type of the Recurrent Related Party Transactions made; and the names of the Related Parties involved in each type of the Recurrent Related Party Transactions made and their relationship with the Company and its subsidiaries;

the Mandate is subject to annual renewal. In this respect, any authority conferred by a Mandate shall only continue to be in force until:a) b)

c)

the conclusion of the next annual general meeting of the Company following the general meeting at which such Mandate was passed, at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed; the expiration of the period within which the next annual general meeting after the date it is required to be held pursuant to section 143(1) of the Companies Act, 1965(“CA”) (but shall not extend to such extension as may be allowed pursuant to section 143(2) of the CA); or revoked or varied by resolution passed by the shareholders in general meeting,

whichever is the earlier; and iv)

9.

the Directors and/or any of them be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) to give effect to the Proposed Renewal of the Shareholders’ Mandate.

Proposed Renewal of Authority for the Purchase of Own Shares by the Company

Ordinary Resolution 10

“THAT subject to the Companies Act, 1965, the provisions of the Memorandum and Articles of Association of the Company, the requirements of Bursa Malaysia Securities Berhad and the approvals of all relevant governmental and/or regulatory authorities, if any, the Company be and is hereby authorised, to the fullest extent permitted by law, to purchase such amount of ordinary shares of RM1.00 each in the Company as may be determined by the Directors from time to time, through Bursa Malaysia Securities Berhad and upon such terms and conditions as the Directors may deem fit and expedient in the interest of the Company provided that:i)

the aggregate number of shares purchased pursuant to this resolution does not exceed ten per cent (10%) of the total issued and paid-up share capital of the Company as quoted on Bursa Malaysia Securities Berhad as at the point of purchase; and

ii)

an amount not exceeding the Company’s retained profit and the share premium account at the time of the purchase(s) be allocated by the Company for the Proposed Share Buy-Back;

AND THAT the authority conferred by this resolution shall commence immediately upon the passing of this resolution and shall, subject to renewal thereat, expire at the conclusion of the next Annual General Meeting of the Company following the passing of this resolution (unless earlier revoked or varied by ordinary resolution of shareholders of the Company in a general meeting); AND THAT the Directors be and are hereby authorised to act and to take all steps and do all things as they may deem necessary or expedient in order to implement, finalise and give full effect to the Proposed Share Buy-Back AND FURTHER THAT authority be and is hereby given to the Directors to decide in their absolute discretion to either retain the ordinary shares of RM1.00 each in the Company purchased by the Company pursuant to the Proposed Share Buy-Back as treasury shares to be either distributed as share dividends or resold on Bursa Malaysia Securities Berhad or subsequently cancelled, or to cancel the shares so purchased, or a combination of both.” 10.

To transact any other business of the Company for which due notice shall have been given.

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NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF DIVIDEND PAYMENT NOTICE IS ALSO HEREBY GIVEN THAT a Final Single Tier Dividend of 5% in respect of the financial year ended 31 March 2014, if approved by the shareholders, will be paid on 17 October 2014 to Depositors whose names appear in the Record of Depositors on 3 October 2014. A Depositor shall qualify for entitlement only in respect of:a)

Securities transferred into the Depositor’s Securities Account before 4.00 pm on 3 October 2014 in respect of transfers;

b)

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

By Order of the Board,

NG SAY OR Company Secretary (LS 00515) 15 August 2014

Notes:Proxy i) ii) iii) iv) v)

vi)

vii) viii) ix)

The members whose names appear in the Record of Depositors on 2 September 2014 shall be entitled to attend, speak and vote at this Eighteenth Annual General Meeting. A proxy may but need not be a member of the Company and the provisions of Section 149(1) (b) of the Act shall not apply to the Company. A member shall be entitled to appoint more than one proxy (subject always to a maximum of two proxies at each meeting) to attend and vote at the same meeting. Where a member appoints more than one proxy, the appointment shall be invalid unless he specifies the proportion of his holdings to be represented by each proxy. Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint more than one (1) proxy (subject always to a maximum of two (2) proxies at each meeting) in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account. Where a member is an exempt authorised nominee who holds ordinary shares in the Company for multiple beneficial owners in one 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. To be valid, the proxy form duly completed must be deposited at the registered office of the Company situated at 52A, Lebuh Enggang, 41150 Klang, Selangor Darul Ehsan not less than 48 hours before the time for holding the meeting. If the appointer is a corporation, the proxy form must be executed under its Seal or under the hand of its attorney. The audited financial statements are for discussion only under Agenda 1, as it does not require shareholders’ approval under the provisions of Section 169(1) and (3) of the Companies Act, 1965. Hence, it will not be put for voting.

DELLOYD VENTURES BERHAD annual report 2014

NOTICE OF ANNUAL GENERAL MEETING

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Explanatory Notes on Special Business 1.

Ordinary Resolution 8 - Authority to Issue Shares pursuant to Section 132D of the Companies Act, 1965 The proposed Ordinary Resolution 8 of the Agenda is a renewal of the General Mandate for the Directors to issue and allot shares pursuant to Section 132D of the Companies Act, 1965. The proposed Ordinary Resolution 8, if passed, will give authority to the Directors of the Company, from the date of the above Annual General Meeting, to issue and allot shares to such persons in their absolute discretion without convening a general meeting provided the aggregate number of share issued does not exceed 10% of the issued share capital of the Company for the time being. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of the next Annual General Meeting of the Company. As at the date of this Notice, no new shares in the Company were issued pursuant to the mandate granted to the Directors at the Seventeenth Annual General Meeting held on 12 September 2013 and which will lapse at the conclusion of the Eighteenth Annual General meeting to be held on 8 September 2014. The General Mandate sought will enable the Directors of the Company to issue and allot shares, including but not limited to further placing of shares, for purposes of funding investment(s), working capital and/or acquisition(s).

2.

Ordinary Resolution 9 - Proposed Renewal of the Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature The proposed Ordinary Resolution 9, if passed, will empower the Company and its subsidiaries to conduct transactions of a revenue or trading nature with the related parties. Please refer to the Circular to Shareholders dated 15 August 2014 for more information.

3.

Ordinary Resolution 10 - Proposed Renewal of Authority for the Purchase of Own Shares by the Company The proposed Ordinary Resolution 10, if passed, will empower the Company to purchase its own shares up to 10% of the issued and paidup capital of the Company. This authority, unless revoked or varied at a general meeting, will expire at the next Annual General Meeting of the Company. Please refer to the Circular to Shareholders dated 15 August 2014 for more information.

annual report 2014 DELLOYD VENTURES BERHAD

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NOTICE OF ANNUAL GENERAL MEETING

Statement Accompanying Notice of Annual General Meeting (Pursuant to Paragraph 8.27(2) of the Listing Requirements of Bursa Malaysia Securities Berhad) Details of persons who are standing for election as Directors No individual is seeking election as a Director at the Eighteenth Annual General Meeting of the Company.

DELLOYD VENTURES BERHAD annual report 2014

STATEMENT OF CORPORATE GOVERNANCE

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The Board recognises the importance of good corporate governance in directing the business of the Group. The Board is fully committed to ensure that the highest standard of corporate governance as articulated in the Principles and Best Practices set out in the Malaysian Code of Corporate Governance (“Code”) is practised throughout the Group as the underlying principle in discharging its responsibilities and to ensure transparency and corporate accountability. The Board is pleased to disclose how the Company has applied the Principles and the extent to which the Company has complied with the Best of the Code during the financial year ended 31 March 2014. The Board is of the opinion that it has, in all material respects, complied with the Principles and Best Practices outlined in the Code.

THE BOARD The Board of Directors has the overall responsibility for the performance of the Group by maintaining full and effective control over strategic, financial, operational, compliance and governance issues. The following are specific areas of responsibilities of the Board:■ ■ ■ ■ ■ ■

reviewing and adopting a strategic business plan for the Group; overseeing the conduct of the Group’s business to evaluate whether the business is being properly managed; identifying principle risks and ensuring the implementation of appropriate systems to manage these risks; succession planning, including appropriate training, fixing the compensation of and, where appropriate, replacing senior management; developing and implementing an investor relations programme or shareholders communications policy for the Group; and reviewing the adequacy and integrity of the Group’s system of internal control and management information systems, including systems for compliances with applicable laws, regulations, rules, directives and guidelines.

BOARD BALANCE The Board currently has ten (10) members, comprising five (5) Executive Directors, one (1) Non-Independent Non-Executive Director and four (4) Independent Non-Executive Directors. This broad spectrum of skills and experience ensures the Group is under the guidance of an accountable and competent Board. The Board composition complies with the requirement of Malaysian Code on Corporate Governance and paragraph 15.02 of the Main Market Listing Requirement of Bursa Malaysia Securities Berhad. The Board is satisfied that its present composition fairly reflects the interest of minority shareholders in the Company. All the Executive Directors, led by Group Managing Director, Dato’ Sri Tee Boon Kee, are true veterans as they have many years of experience in the Group’s core businesses and they practise “hands-on” style of management. There is a clear division of responsibility between the Chairman and the Group Managing Director to ensure a proper balance of power and authority. The Chairman is responsible for ensuring Board effectiveness and conduct whilst the Group Managing Director is responsible for overseeing the Group’s operations and business development and the implementation of Board policies and decisions. The Independent Non-Executive Directors provide unbiased and independent views, advice and judgement and exercise objective participation in the proceedings and decision-making process of the Board. Their views carry substantial weight in the decision making process of the Board. The Board has at least four (4) scheduled meetings annually, with additional meetings for particular matters convened as and when necessary. Board meetings are scheduled in advance at the beginning of the new financial year to enable its members to plan ahead. The Board met five (5) times for the financial period from 1 April 2013 to 31 March 2014. The following is the record of attendance of the Board Members:-

annual report 2014 DELLOYD VENTURES BERHAD

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STATEMENT OF CORPORATE GOVERNANCE

NAME OF DIRECTORS

POSITION

ATTENDANCE

General Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd) Dato’ Sri Tee Boon Kee Datin Sri Chung Geok Siew Dato’ Ir. Hj. Noor Azmi Bin Jaafar Dato’ Tee Boon Keat Dato’ Leon Tee Wee Leng* Chung Chee Sun Dato’ Dr M SHANmughalingam Dato’ Eow Kwan Hoong Dato’ Mohamed Nizam Bin Abdul Razak**

Independent Non-Executive Chairman Managing Director Executive Director Executive Director Executive Director Executive Director Non Independent Non-Executive Director Independent Non-Executive Director Independent Non-Executive Director Independent Non-Executive Director

5/5 5/5 5/5 4/5 5/5 4/5 5/5 5/5 5/5 3/5

* Appointed on 29 May 2013 ** Retired at AGM held on 12 September 2013

The Board, through the Nomination Committee is responsible for regularly reviewing the Board’s structure, size and composition, as well as making recommendations to the Board on any changes deemed necessary.

SUPPLY OF INFORMATION All Board members are supplied with Board papers in a timely manner. Board reports are circulated prior to the Board meetings to enable the Directors to obtain further information and explanation, where necessary, before the meetings. The Board papers include the following to enable them to discharge their duties and responsibilities:■ ■ ■ ■ ■

quarterly financial results performance reports of the Group budgets major operational and financial matters updates on statutory regulations and requirements affecting the Company

The Board members have access to the advice and services of the Company Secretary and all information in relation to the Group whether as a full Board or in their individual capacity to assist them in the furtherance of their duties. Where necessary, the Directors may engage independent professionals at the Group’s expense on specialised issues to enable the Board to discharge their duties with adequate knowledge on the matters being deliberated.

BOARD COMMITTEES To assist the Board in discharging its duties, various Board Committees have been established. The functions and terms of reference of the Board Committees are clearly defined and, where applicable, comply with the recommendations of the Code.

Audit Committee Its principal function is to assist the Board in maintaining a sound system of internal control. The Committee has full access to both the internal and external auditors who, in turn, have access at all times to the Chairman of the Committee. In line with good corporate governance practice, no Executive Directors are members of the Audit Committee. The report on the Audit Committee is presented on page 29 to 32 and the duties of the Audit committee are included therein.

DELLOYD VENTURES BERHAD annual report 2014

STATEMENT OF CORPORATE GOVERNANCE

23

Nomination Committee A Nomination Committee was established by the Board and comprise exclusively Independent Non-Executive Directors. NAME

MEMBERSHIP

DIRECTORSHIP

General Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd) Dato’ Dr M SHANmughalingam Dato’ Eow Kwan Hoong Dato’ Mohamed Nizam Bin Abdul Razak*

Chairman Member Member Member

Independent Non-Executive Independent Non-Executive Independent Non-Executive Independent Non-Executive

* Retired at AGM held on 12 September 2013

The Nomination Committee is delegated the following specific tasks:■ ■ ■ ■ ■ ■

to nominate and recommend candidates to the Board for directorships; to consider, in making recommendations, candidates proposed by the Directors for directorships, or by any senior executive or shareholder; recommend to the Board, directors to fill the seats on Board committees; to assist the Board by reviewing annually its required mix of skills and experience and other qualities, including core competencies which Non-Executive Directors should bring to the Board; to assist the Board in implementing an assessment programme to assess the effectiveness of the Board as a whole, the committees of the Board, and the contribution of each individual director, on an annual basis; and to determine the appropriate board size and number of Non-Executive participation in order to comply with the Listing Requirements of Bursa Malaysia Securities Berhad.

The Nomination Committee meets as and when necessary. The quorum of the meeting shall be two (2). The Company Secretary shall record, prepare and circulate minutes of the meeting. In the absence of the committee’s Chairman, the Nomination Committee shall elect one of its members present to chair the meeting. The Nomination Committee held two (2) meetings during the financial period from 1 April 2013 to 31 March 2014, which was fully attended by all members except for Dato’ Mohamad Nizam Bin Abdul Razak who attended only one (1) meeting as he retired during AGM held on 12 September 2013.

Remuneration Committee

The Remuneration Committee comprise majority Non-Executive Directors. The members of the Remuneration Committee are:NAME

MEMBERSHIP

DIRECTORSHIP

Dato’ Dr M SHANmughalingam Dato’ Sri Tee Boon Kee Dato’ Eow Kwan Hoong

Chairman Member Member

Independent Non-Executive Director Group Managing Director Independent Non-Executive Director

The duties of the Remuneration Committee are: ■ ■

to study and periodically review and implement policies governing the remuneration for Executive Directors; and to make recommendations to the Board on all elements of remuneration and terms of employment for Executive Directors.

The Remuneration Committee reviews annually the performance of the CEO and the Executive Directors and furnishes recommendations to the Board on adjustments in remuneration and/or reward payments that reflect their respective contributions for the year, and which are competitive and in tandem with the Company’s corporate objectives and strategies. The Executive Directors play no part in decisions on their own remuneration. The determination of remuneration packages of Non-Executive Directors, including Non-Executive Chairman is a matter for the Board as a whole. The Remuneration Committee meets as and when necessary. The Remuneration Committee held one (1) meeting during the financial period from 1 April 2013 to 31 March 2014, which was attended by all members.

annual report 2014 DELLOYD VENTURES BERHAD

STATEMENT OF CORPORATE GOVERNANCE

24 24

Details of Directors’ remuneration comprising of remuneration received or/and receivable from the Company and its subsidiaries during the financial period from 1 April 2013 to 31 March 2014 are as follows: (a)

Aggregate remuneration of Directors categorised into appropriate components:-

Directorship

Executive Directors Non-Executive Directors Total

(b)

Fees

Salaries

Others

Total

RM’000

Performance Incentives RM’000

RM’000

RM’000

RM’000

74 320 394

2,051 2,051

528 528

1,433 1,433

4,086 320 4,406

Number of Directors whose remuneration fall into the following bands:

Range of remuneration

Executive Directors

Non-Executive Directors

Total

1 1 1 1 1 5

2 3 5

2 3 1 1 1 1 1 10

Below RM50,000 RM50,000 to RM100,000 RM350,001 to RM400,000 RM600,001 to RM650,000 RM750,001 to RM800,000 RM800,001 to RM850,000 RM1,150,001 to RM1,200,000 Total

ESOS Committee The ESOS Committee was established to administer the Employees’ Share Options Scheme of the Company in accordance with the objectives and regulations thereof. To this end, the Committee meets to determine the participation eligibility, option offers and share allocations and to attend to other related matters as may be required. The members of the ESOS Committee are:NAME

MEMBERSHIP

DIRECTORSHIP

Dato’ Eow Kwan Hoong Dato’ Sri Tee Boon Kee Datin Sri Chung Geok Siew Dato’ Ir. Hj. Noor Azmi Bin Jaafar

Chairman Member Member Member

Independent Non-Executive Director Group Managing Director Executive Director Executive Director

RE-ELECTION In accordance with the Company’s Articles of Association, all Directors shall retire from office at least once in every three (3) years but shall be eligible for re-election. Pursuant to Section 129(2) of the Companies Act, 1965, Directors of or over the age of seventy years shall retire at every annual general meeting and may offer themselves for re-appointment to hold office until the next annual general meeting.

TRAINING OF DIRECTORS All the directors of the Company have attended the Mandatory Accreditation Programme (MAP) prescribed by Bursa Malaysia Securities Berhad for directors of listed companies. The Board fully supports the need for its members to further enhance their skills and knowledge on relevant programmes, technologies and current developments in the industry as well as with the new regulatory and statutory requirements. Except those Directors who were not able to attend any training during the year due to tight work schedule and travel, the following Directors had attended the following seminars, conferences and programmes during the financial year:DELLOYD VENTURES BERHAD annual report 2014

STATEMENT OF CORPORATE GOVERNANCE

DIRECTOR General Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd)

Dato’ Sri Tee Boon Kee

Datin Sri Chung Geok Siew

Dato’ Ir. Hj. Noor Azmi Bin Jaafar

Dato’ Tee Boon Keat Dato’ Leon Tee Wee Leng

Dato’ Eow Kwan Hoong

COURSE TITLE ■ Malaysian Code on Corporate Governance 2012 & Updates on Listing Requirements of Bursa Malaysia Securities ■ The ICLIF Leadership & Governance Centre – Nominating Committee Programme ■ Nurturing the Creative Organisation ■ Briefing on 2014 Budget Highlights & Implications of Goods & Service Tax ■ Advocacy Session on Corporate Disclosure for Directors by Bursa Malaysia ■ Nominating Committee Programme ■ Kuala Lumpur International Automotive Conference ■ Palm Oil Master Traders Tutorial ■ Palm Oil Price Outlook Conference ■ Privatisation and Take Over Matters ■ Session with YBhg Dato Sri Mohd Khamil Jamil on Automotive Industry ■ Brainstorming Session by FMM ■ Ulsan Export Plaza Plan 2014, Korea ■ 2nd Final Workshop on ASEAN Beyond 2015 by ISIS ■ Japan Motor Show, Study Visit to Mazda and Honda Japan ■ Privatisation and Take Over Matters ■ Mandatory Accreditation Programme for Directors of Public Listed Company ■ Palm Oil Master Trader Tutorial ■ Palm Oil Conference ■ Corporate Governance/Enterprise Risk Management ■ Personal Data Protection Act, 2010 ■ Competition Act 2010 ■ Briefing on Agriculture Activities

INVESTOR RELATIONS AND SHAREHOLDERS COMMUNICATION The Board recognises the importance of transparency and accountability to its shareholders. Delloyd communicates with its shareholders regularly through timely release of financial results on a quarterly basis, announcements and disclosures to Bursa Malaysia Securities Berhad, Annual Report, Annual General Meeting and where necessary, to have dialogue or interview with the financial community to discuss on the Group’s latest developments or investment proposals. The Group maintains a website at www.delloyd.com, which can be conveniently accessed by the shareholders and the general public. The Group’s website is updated from time to time to provide the latest and comprehensive information about the Group. The Annual General Meeting is the principal forum for dialogue with all shareholders, who are encouraged and are given sufficient opportunity to enquire about the Group’s activities and prospects as well as to communicate their expectations and concerns. Shareholders are provided with an opportunity to participate in a Question and Answer session.

annual report 2014 DELLOYD VENTURES BERHAD

25

26 26

STATEMENT OF CORPORATE GOVERNANCE

ACCOUNTABILITY AND AUDIT Financial Reporting In presenting the annual audited financial statements and quarterly results announcements to shareholders and other interested parties, the Board aims to present a clear, balanced and understandable assessment of the Group’s financial position and prospects. The Directors’ Responsibility Statement pursuant to the Bursa Malaysia Securities Berhad Revamped Listing Guidelines and Statement by Directors pursuant to Section 169(15) of the Companies Act, 1965 are set out on page 2 and page 40 of this Annual Report respectively. Internal Control The Board acknowledges its responsibility for establishing a sound system of internal control to safeguard shareholders’ investments and the Group’s assets, and to provide reasonable assurances on the reliability of the financial statements. In addition, equal priority is given to internal control of its business management and operational techniques. The information on the Group’s internal control is presented in the Statement of Risk Management and Internal Control set out on pages 27 to 28 of this Annual Report. Relationship with Auditors The Company maintains a transparent relationship with the external auditors in seeking their professional advice and towards ensuring compliance with the approved accounting standards. The role of the Audit Committee in relation to the external auditors is set out on pages 29 to 32 of this Annual Report. OTHER INFORMATION In compliance with the Bursa Malaysia Securities Berhad’s Main Market Listing Requirements, the following additional information are provided: Employees’ Share Option Scheme (“ESOS”) The Company implemented an Employee Share Option Scheme (“ESOS”) on 29 April 2005. The ESOS is governed by the bye-laws as approved by shareholders at the Extraordinary General Meeting held on 29 June 2004. Share Buybacks During the financial year, the Company bought back a total of 202,500 of its ordinary shares of RM1.00 each from the open market. The shares purchased are retained as treasury shares. As at 31.03.2014, a total of 3,409,700 shares were held as treasury shares. Options, Warrants or Convertible Securities There were no options, warrants or convertible securities issued by the Company during the financial year under review. American Depository Receipt (ADR) or Global Depository Receipt (GDR) Programme During the financial year, the Company did not sponsor any ADR or GDR programme. Imposition of Sanctions and/or Penalties There were no sanctions and/or penalties imposed on the Company and its subsidiaries, directors or management by any regulatory authorities during the financial year under review. Non-audit Fees Non audit fees for the financial year ended 31 March 2014 amounted to RM50,000. The non audit fees are related to due diligence audit fees on TIMS Thailand. Profit Guarantee The Company did not give any profit guarantee during the financial period from 1 April 2013 to 31 March 2014. Statement on Revaluation Policy As at 31 March 2014, the Company did not carry out any revaluation exercise on its landed properties. Material Contracts Material Contracts of the Company and its subsidiaries entered into during the financial year under review are disclosed in Note 5 to the financial statement under “Investment in Subsidiaries” on page 71 of the Annual Report. Disclosure of Related Party Transactions The Group took all necessary steps to ensure transactions which were deemed to be related party transactions were appropriately disclosed in accordance with the Listing Requirements. The Company had convened an Annual General Meeting on 12 September 2013 to obtain shareholders’ mandate to allow the Company and its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature. Significant related party transactions occurred during the financial year are disclosed in Note 44 to the financial statements. DELLOYD VENTURES BERHAD annual report 2014

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

27

This statement is prepared in accordance with the requirement under Paragraph 15.26(b) of Bursa Malaysia Securities Berhad’s Main Market Listing Requirements (‘Listing Requirements”) and as guided by the “Statement on Risk Management and Internal Control: Guidelines for Directors of Listed Issuers”. The Board of Delloyd Ventures Berhad is committed to the continuous improvement of risk management and internal control practices within the Group to meets its corporate and business objectives. BOARD RESPONSIBILITY The Board recognises that a sound system of risk management and internal control is an integral part of good corporate governance. The Board affirms its overall responsibility for the Group’s risk management and internal control, and for reviewing the adequacy and effectiveness of the risk management and internal control systems to ensure that shareholders’ investment and the Group’s assets are safeguarded. The Board acknowledges that the system of risk management and internal control is designed to manage an acceptable and tolerable level of the Group’s risk rather than eliminate the risk of failure to achieve business objectives. Therefore, the system only provide reasonable but not absolute assurance against occurrence of any material misstatement or loss. RISK MANAGEMENT The Board is directly involved in assessing the major risks associated with the Group’s business. The Group’s risk management process is an integral part of its daily activities in identifying, listing and evaluating the significant business risks faced by the Group. The process of reviewing the adequacy and effectiveness of the risk management process is incorporated within the Internal Audit function whereby weaknesses identified are reported to the Audit Committee and necessary action have been taken to remedy such weaknesses identified. INTERNAL CONTROL The internal audit function is provided by the Internal Audit Department of Delloyd Ventures Berhad. The total cost incurred by the Internal Audit Department for the financial period from 1 April 2013 to 31 March 2014 was RM200,200.00. The Board is fully committed to ensure that a proper and conducive control environment is maintained within the Group to govern the manner in which the Group and its employees conduct themselves. The key elements of internal control are:■

Board Committees Clear definition to the functions and responsibilities of the various committees of the Board of Directors. These include the Audit Committee, Nomination Committee and the Remuneration Committee.



Organisational structure and responsibility levels The Group has a well defined organisational structure with clear line of accountability and has strict authorisation, approval and control procedures within which senior management operate. Responsibility levels are communicated throughout the Group which set out, among others, the authorisation levels, segregation of duties and other control procedures.



Authority levels, acquisitions and disposals Clear definition of authorisation procedures and delegated authority levels for major capital expenditures, acquisitions and disposals of businesses and other significant transactions. The approval of investment decisions above certain limits is reserved for the Board. The authority of the Directors is required for key treasury matters including changes to equity and loan financing, opening of bank accounts and foreign operations.



Regular operational and management meetings Regular scheduled management meetings are held and attended by senior management and operational management to discuss and report on operational performance, business strategy, key operational statistics, legal and regulatory matters of each business unit where plans and targets are established for business planning.



Financial performance The preparation of quarterly and yearly financial results, as announced or otherwise are published to shareholders. Full year financial results are reviewed by the external auditors.



Budget approval Budgets are prepared annually and submitted to the Board of Directors for approval. Budgets are an important control mechanism used by the Group to ensure an efficient allocation of group resources and that operational managers are sufficiently guided in making decisions.



Internal compliance The Group monitors compliance with its internal control through management reviews and reports which are internally reviewed by key personnels. annual report 2014 DELLOYD VENTURES BERHAD

28 28

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL



Update on development Regular reporting of legal and accounting Developments are made to the Board.



Training & Development Training and development programmes are identified and scheduled for employees to acquire the necessary knowledge and competency to meet the management’s performance and job expectations. Action plans to address employee developmental requirements are prepared and implemented in a timely manner. This will enable employees to deliver their Key Performance Indicators (KPI) so that the Group can meet its future management requirements.



Policies & Procedures Policies, Procedures and Standard Operating Procedures are systematically documented and made available to guide staff in their day-to-day work. These control procedures have been established at Group and individual department levels. Policies and Procedures of most operating units within the Group are documented in Standard Operating Procedure manuals. The integrity and competency of personnel are ensured through recruitment standards and subsequent training courses.



ISO/TS 16949:2002 Three of the subsidiary companies involved in the manufacture of OEM parts are accredited with ISO/TS16949:2002, an international standard for quality management in the automotive industry. By enhancing the quality management system to meet the stringent quality requirements of the industry, the companies demonstrate its commitment to meet the expectations of the customers.



ISO 14001 : 2004/OHSAS 18001 Three of the subsidiary companies are accredited with ISO 14001: 2004 and OHSAS 18001 to meet the environmental quality, occupational health and safety requirement in the industry. These certification also signify the Group’s commitment and initiative for the betterment of the companies, customers and community.

ADEQUACY AND EFFECTIVENESS OF THE GROUP’S RISK MANAGEMENT AND INTERNAL CONTROL SYSTEMS The risk management and internal control systems described above have been in place for the Group for the financial year under review and up to the date of the approval of this statement for inclusion in the annual report. For material associates, the Group works with its partners to institute suitable risk management and internal control practices which are aligned with the requirements of the Group. The Group is able to ascertain that the systems meet the Group’s requirements through the Board and where necessary management representation as well as periodic reviews in these companies. The Management will continue to review and take measures to ensure the ongoing effectiveness and adequacy of the system of risk management and internal controls, so as to safeguard shareholders’ investments and the Group’s assets. In making this statement, the Board has received assurance from the Group Managing Director, Finance Director and the Chief Financial Officer that the risk management and internal control systems are operating adequately and effectively in all material aspects for the reporting period. For the financial year under review, the Board is of the opinion that the system of risk management and internal control processes are adequate and sound to provide reasonable assurance in safeguarding shareholders’ investments, the Group’s assets and other stakeholders’ interest as well as in addressing key risks impacting the business operations of the Group. There were no major internal control weaknesses identified that may result in any material loss or uncertainty that would require disclosure in this annual report. This Statement on Risk Management and Internal Control is made in accordance with the resolution of the Board of Directors dated 21 July 2014.

DELLOYD VENTURES BERHAD annual report 2014

AUDIT COMMITTEE REPORT

29

OBJECTIVE The primary objectives of the Audit Committee are to: (i)

Provide assistance to the Board of Directors in fulfilling its fiduciary responsibilities, particularly in the areas relating to the Company and its subsidiaries’ accounting and internal control systems, corporate accounting and reporting practices;

(ii)

Oversee and appraise the quality of the audits conducted both by the Company’s internal and external auditors; and

(iii)

Maintain an open line of communication between the Board of Directors, the internal auditor and the external auditor for the exchange of views and information.

COMPOSITION The Audit Committee comprise exclusively Independent Non-Executive Directors. The members of the Audit Committee are:NAME

MEMBERSHIP

DIRECTORSHIP

Dato’ Eow Kwan Hoong Dato’ Dr M SHANmughalingam General Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd)* Dato’ Mohamed Nizam Bin Abdul Razak**

Chairman Member Member Member

Independent Non-Executive Independent Non-Executive Independent Non-Executive Independent Non-Executive

* Appointed on 25 November 2013 ** Retired at AGM held on 12 September 2013

TERMS OF REFERENCE Composition of Audit Committee The Audit Committee was established by the Board of Directors from amongst its directors and comprise exclusively Independent Non-Executive Directors. One of the committee members is a member of the Malaysian Institute of Accountants. ` In the event of any vacancy in the Committee resulting in the non-compliance of Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Board shall appoint new members within three months of that event to make up the minimum of three (3) members. The Board shall review the term of office and performance of the Audit Committee and each of its members at least once every 3 years to determine whether they have carried out their duties in accordance with the terms of reference. Duties and Responsibilities of the Audit Committee The duties of the Audit Committee shall be to review the following and report the same to the Board: (i)

To consider the appointment, resignation or dismissal of the external auditor and to approve the audit fee;

(ii)

To discuss with the external auditor before the audit commences, the nature and scope of audit;

(iii)

To review the quarterly and year-end financial statements of the Company before recommending to the Board for approval, focusing particularly on: ■ ■ ■ ■

(iv)

any changes in accounting policies and practices significant adjustments arising from the audit the going concern assumptions compliance with approved accounting standards, stock exchange rules and regulations and other legal requirements

To problems and reservations arising from the interim and final audits, and any other matter the auditors may wish to discuss (in the absence of management where necessary);

annual report 2014 DELLOYD VENTURES BERHAD

30 30

AUDIT COMMITTEE REPORT

(v)

To review the external auditor’s management letter and management’s response;

(vi)

To do the following in respect of the internal audit department: ■

review the adequacy of the scope, functions and resources of the internal audit department, and that it has the necessary authority to carry out its work;



review the internal audit programme and results of the internal audit process and where necessary ensure that appropriate action is taken on the recommendations of the internal audit department;



review any appraisal or assessment of the performance of members of the internal audit department;



approve any appointment or termination of senior staff members of the internal audit department;



inform itself of resignations of internal audit staff members and provide the resigning staff member an opportunity to submit his/her reasons for resigning;

(vii)

to consider any related party transactions entered into by the Company and the Group; and

(viii)

to consider major findings of internal investigations and management’s response and other subject matters as defined by the Board

Authority of Audit Committee The Committee is authorised by the Board at the cost of the Company to: (i)

investigate any activity within its terms of reference;

(ii)

obtain the resources which are reasonably required to perform its duties;

(iii)

have full and unrestricted access to information pertaining to the Company or the Group;

(iv)

have direct communication channels with the external and internal auditors;

(v)

obtain external legal or independent professional advice and to secure the attendance of outsiders with relevant experience and expertise, if necessary; and

(vi)

convene meetings with external auditors, excluding the attendance of the executive members of the management, whenever deemed necessary.

Committee Meetings The Audit Committee held four (4) meetings during the financial period from 1 April 2013 to 31 March 2014. Details of attendance of Audit Committee members are as follows: MEMBERSHIP

DIRECTORSHIP

ATTENDANCE

Dato’ Eow Kwan Hoong (Chairman) Dato’ Dr M SHANmughalingam General Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd)* Dato’ Mohamed Nizam Bin Abdul Razak**

Independent Non-Executive Independent Non-Executive Independent Non-Executive Independent Non-Executive

4/4 4/4 1/4 2/4

* Appointed on 25 November 2013 ** Previous audit committee chairman, retired at AGM held on 12 September 2013

DELLOYD VENTURES BERHAD annual report 2014

AUDIT COMMITTEE REPORT

31

The Audit Committee shall meet at least four (4) times a year. The Group Managing Director, Executive Director (Finance) and the Head of the Internal Audit shall normally attend meetings but may be asked to leave a meeting as and when deemed necessary by the Committee. Other Board members and employees may only attend meetings upon the invitation of the Committee. The Company Secretary shall be the Secretary of the Audit Committee, and shall be responsible to draw up the agenda and circulate it prior to each meeting, to record attendance of all members and invitees and to take minutes at every meeting. The Secretary shall circulate the minutes of meeting of the Committee to all members of the Board. At least once a year, the Committee shall meet with the external auditors without any executive Board members present. A representative of the external auditors shall attend the meeting to consider the final audited financial statements and such other meetings determined by the Committee. The external auditors may also request a meeting if they consider one necessary. The quorum shall be formed if the majority of members are present at the meeting. If the Chairman is unable to attend any meeting, any other independent non-executive director present shall act as Chairman. Summary of the activities of the Audit Committee for the financial year The Committee carried out the following activities in discharging their duties and responsibilities; ■

reviewed the quarterly unaudited results and made recommendations to the Board for approval.



reviewed the draft audited financial statements prior to the submission to the Board for approval.



met with the external auditors without the presence of Management and Executive Directors.



discussed the internal control weakness report from the external auditors and was satisfied that corrective actions have been undertaken by the management to overcome the weaknesses noted in the internal control of the Group. The Audit Committee was satisfied that there were no major breakdown in the internal control of the Group during the financial year.



evaluated if adequate risk assessment processes and measures are put in place to minimise any risk exposure, including fraud.



reviewed and discussed the internal audit reports, which highlighted internal audit observations and recommendations relating to the operations of the Company and its subsidiaries. Where necessary, the Committee instructed management to take corrective actions to address issues raised in the said report.



reviewed status reports from internal audit to ensure that appropriate action had been taken to implement the audit recommendations.



reviewed and sought management explanation on related party transactions entered into by the Company and the Group, and reported the same to the Board of Directors.



reviewed the Internal Audit Department’s (IAD) significant activities and audit plans for the current and following year for the Group.

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AUDIT COMMITTEE REPORT

Summary of activities of the Internal Audit Department for the financial year The Group has an internal audit function whose primary responsibility is to undertake regular and systematic reviews of the system of internal control so as to provide reasonable assurance that such system continues to operate satisfactorily and effectively within the Group. The internal audit function adopts a risk based audit methodology, which is aligned with the risks of the Group to ensure that relevant controls addressing those risks are reviewed on a rotational basis. On a quarterly basis, the IAD submits the audit reports on its audit activities to the Audit Committee for its review and deliberation. The Head of the IAD attends the Audit Committee meetings to present the internal audit findings and makes appropriate recommendations on any areas of concerns within the Company and the Group for the Committee’s deliberation. The major activities conducted by the Internal Audit Department during the financial period from 1 April 2013 to 31 March 2014 for the Group are summarised as follows: ■

completed 16 audit assignments on various business units of the Group covering manufacturing, plantation, vehicle distribution and servicing and others.



sought operating management explanations and action plans on issues highlighted in the internal audit reports, and conducted subsequent follow-up reviews.



audit reports, including relevant action plans agreed with operating management are circulated to responsible senior management and are tabled at Audit Committee meetings.



summarised the related party transactions entered into by the Company and the Group and tabled at Audit Committee meetings.



reviewed and appraised the soundness, adequacy and application of accounting, financial and other controls and promoting effective control in the Company and the Group at reasonable cost.



monitored compliance with policies and procedures set and reviewed the adequacy and effectiveness of those policies & procedures manuals and standards relating to subsidiaries and business units of the Group.



presented and obtained approval from the Audit Committee, the internal audit plans, strategies and scope of work.

DELLOYD VENTURES BERHAD annual report 2014

FINANCIAL REPORT

FINANCIAL FINANCIAL REPORT REPORT for for the the fifinancial nancial year year ended ended 31 31 March March 2013 2014

CONTENTS 34

DIRECTORS’ REPORT

40

STATEMENT BY DIRECTORS

40

STATUTORY DECLARATION

41

INDEPENDENT AUDITORS’ REPORT

43

STATEMENTS OF FINANCIAL POSITION

45

STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

46

STATEMENTS OF CHANGES IN EQUITY

50

STATEMENTS OF CASH FLOWS

53

NOTES TO THE FINANCIAL STATEMENTS

129

SUPPLEMENTARY INFORMATION - DISCLOSURE OF REALISED AND UNREALISED PROFITS/LOSSES

annual report 2014 DELLOYD VENTURES BERHAD

33

DIRECTORS’ REPORT

34 34

The directors hereby submit their report and the audited financial statements of the Group and of the Company for the year ended 31 March 2014.

PRINCIPAL ACTIVITIES

The Company is principally an investment holding company. The principal activities of the subsidiaries are set out in Note 5 to the financial statements. There have been no significant changes in the nature of these activities during the financial year. RESULTS

THE GROUP RM’000

THE COMPANY RM’000

Profit after taxation for the financial year

28,309

85,610

Attributable to:Owners of the Company Non-controlling interests

27,432 877

85,610 -

28,309

85,610

DIVIDENDS

The amount of dividends paid since the end of the previous financial year were as follows: In respect of the financial year ended 31 March 2013: Paid on 18 October 2013 - Final single-tier dividend of 5.0 sen per ordinary share

RM’000 4,838

In respect of the financial year ended 31 March 2014: Paid on 28 March 2014 - Interim single-tier dividend of 3.0 sen per ordinary share

2,898 7,736

The directors now recommend a final single-tier dividend of 5.0 sen per ordinary share for shareholders’ approval at the forthcoming annual general meeting. The financial statements for the current financial year do not reflect this proposed final dividend. Such dividend, if approved by the shareholders, will be accounted for as a liability in the financial year ending 31 March 2015.

RESERVES AND PROVISIONS

All material transfers to or from reserves or provisions during the financial year are disclosed in the financial statements.

ISSUES OF SHARES AND DEBENTURES During the financial year, (a)

there were no changes in the authorised and issued and paid-up capital of the Company; and

(b)

there were no issues of debentures by the Company.

TREASURY SHARES

The details of the treasury shares are disclosed in Note 22 to the financial statements.

OPTIONS GRANTED OVER UNISSUED SHARES

During the financial year, no options were granted by the Company to any person to take up any unissued shares in the Company.

DELLOYD VENTURES BERHAD annual report 2014

DIRECTORS’ REPORT (CONT’D)

35

BAD AND DOUBTFUL DEBTS

Before the financial statements of the Group and of the Company were made out, the directors took reasonable steps to ascertain that action had been taken in relation to the writing off of bad debts and the making of allowance for impairment losses on receivables, and satisfied themselves that all known bad debts had been written off and that adequate allowance had been made for impairment losses on receivables. At the date of this report, the directors are not aware of any circumstances that would require the further writing off of bad debts, or the additional allowance for impairment losses on receivables in the financial statements of the Group and of the Company.

CURRENT ASSETS

Before the financial statements of the Group and of the Company were made out, the directors took reasonable steps to ascertain that any current assets other than debts, 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 which would render the values attributed to the current assets in the financial statements misleading.

VALUATION METHODS

At the date of this report, the directors are not aware of any circumstances which have arisen which render adherence to the existing methods of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.

CONTINGENT AND OTHER LIABILITIES

The contingent liability is disclosed in Note 47 to the financial statements. At the date of this report, there does not exist:(i)

any charge on the assets of the Group and of the Company that has arisen since the end of the financial year which secures the liabilities of any other person; or

(ii)

any contingent liability of the Group and of the Company which has arisen since the end of the financial year.

No contingent or other liability of the Group and of the Company has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial year which, in the opinion of the directors, will or may substantially affect the ability of the Group and of the Company to meet their obligations when they fall due.

CHANGE OF CIRCUMSTANCES

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

ITEMS OF AN UNUSUAL NATURE

The results of the operations of the Group and of the Company during the financial year were not, in the opinion of the directors, substantially affected by any item, transaction or event of a material and unusual nature except for the recognition of an unrealised loss on foreign exchange of RM11,376,000 (2013 – RM3,742,000) during the financial year. There has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the directors, to affect substantially the results of the operations of the Group and of the Company for the financial year.

annual report 2014 DELLOYD VENTURES BERHAD

36 36

DIRECTORS’ REPORT (CONT’D)

DIRECTORS

The directors who served since the date of the last report are as follows: GEN. TAN SRI (DR) MOHAMED HASHIM BIN MOHD ALI (RTD) (CHAIRMAN) DATO’ SRI TEE BOON KEE (MANAGING DIRECTOR) DATO’ IR. HAJI NOOR AZMI BIN JAAFAR DATIN SRI CHUNG GEOK SIEW DATO’ TEE BOON KEAT CHUNG CHEE SUN DATO’ DR M SHANMUGHALINGAM DATO’ EOW KWAN HOONG DATO’ LEON TEE WEE LENG (APPOINTED ON 29 MAY 2013) DATO’ MOHAMED NIZAM BIN ABDUL RAZAK (RETIRED AT AGM HELD ON 12 SEPTEMBER 2013) Pursuant to Article 90 of the Articles of Association of the Company, Datin Sri Chung Geok Siew and Dato’ Eow Kwan Hoong retire by rotation at the forthcoming annual general meeting and, being eligible, offer themselves for re-election. Pursuant to Section 129 of the Companies Act 1965, Gen. Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd) and Dato’ Dr M SHANmughalingam, retire at the forthcoming annual general meeting and, being eligible, offer themselves for re-appointment.

DELLOYD VENTURES BERHAD annual report 2014

DIRECTORS’ REPORT (CONT’D)

37

DIRECTORS’ INTERESTS

In accordance with the register of directors’ shareholdings, the interests of directors in office at the end of the financial year in shares in the Company and its related corporations during the financial year are as follows: NUMBER OF ORDINARY SHARES OF RM1 EACH AT 1 APRIL 2013 / DATE OF APPOINTMENT

BOUGHT

SOLD

AT 31 MARCH 2014

412,500 2,855,005 2,162,927 653,750 1,703,516 450,000 415,000 100,000 983,350

-

-

412,500 2,855,005 2,162,927 653,750 1,703,516 450,000 415,000 100,000 983,350

36,628,823 4,498,945 38,830,078 33,167,770 9,430,405 5,423,599

1,883,600 1,883,600 1,883,600

-

38,512,423 4,498,945 40,713,678 33,167,770 9,430,405 7,307,199

Interests In Shares In The Company DIRECT GEN. TAN SRI (DR) MOHAMED HASHIM BIN MOHD ALI (Rtd) DATO’ SRI TEE BOON KEE DATO’ IR. HAJI NOOR AZMI BIN JAAFAR DATIN SRI CHUNG GEOK SIEW DATO’ TEE BOON KEAT CHUNG CHEE SUN DATO’ DR M SHANMUGHALINGAM DATO’ EOW KWAN HOONG DATO’ LEON TEE WEE LENG INDIRECT DATO’ SRI TEE BOON KEE DATO’ IR. HAJI NOOR AZMI BIN JAAFAR DATIN SRI CHUNG GEOK SIEW DATO’ TEE BOON KEAT CHUNG CHEE SUN DATO’ LEON TEE WEE LENG

NUMBER OF ORDINARY SHARES OF RUPIAH 1,000,000 EACH AT 1 APRIL 2013

BOUGHT

SOLD

AT 31 MARCH 2014

-

-

19,950 19,950

Interest In Shares In a Subsidiary, PT Rebinmas Jaya INDIRECT DATO’ SRI TEE BOON KEE * DATIN SRI CHUNG GEOK SIEW *

19,950 19,950

* - Deemed interests by virtue of interests held in the Company and Taipan Hectares Sdn. Bhd. pursuant to Section 6A of the Companies Act 1965. Pursuant to Section 6A of the Companies Act 1965, the substantial shareholders of the Company, namely Dato’ Sri Tee Boon Kee, Datin Sri Chung Geok Siew and Dato’ Tee Boon Keat are deemed to be interested in shares in the subsidiaries to the extent of the Company’s interests.

annual report 2014 DELLOYD VENTURES BERHAD

38 38

DIRECTORS’ REPORT (CONT’D)

Directors’ Benefits

Since the end of the previous financial year, no director has received or become entitled to receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by directors as shown in the financial statements, or the fixed 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 firm of which the director is a member, or with a company in which the director has a substantial financial interest except for any benefits which may be deemed to arise from transactions entered into in the ordinary course of business with companies in which certain directors have substantial financial interests as disclosed in Note 44 to the financial statements. Neither during nor at the end of the financial year was the Group or the Company a party to any arrangements whose object is to enable the directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.

DELLOYD VENTURES BERHAD annual report 2014

DIRECTORS’ REPORT (CONT’D)

SIGNIFICANT EVENT OCCURRING AFTER THE REPORTING PERIOD

The significant event occurring after the reporting period is disclosed in Note 50 to the financial statements.

AUDITORS

The auditors, Messrs. Crowe Horwath, have expressed their willingness to continue in office.

SIGNED IN ACCORDANCE WITH A RESOLUTION OF THE DIRECTORS DATED 21 JULY 2014

Gen. Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd) Chairman

Dato’ Sri Tee Boon Kee Group Managing Director

annual report 2014 DELLOYD VENTURES BERHAD

39

40 40

STATEMENT BY DIRECTORS

We, Dato’ Sri Tee Boon Kee and Datin Sri Chung Geok Siew, being two of the directors of Delloyd Ventures Berhad, state that, in the opinion of the directors, the financial statements set out on pages 43 to 128 are drawn up in accordance with Financial Reporting Standards and the requirements of the Companies Act 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company at 31 March 2014 and of their financial performance and cash flows for the financial year ended on that date. The supplementary information set out in Note 52, which is not part of the financial statements, is prepared in all material respects, in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants and the directive of Bursa Malaysia Securities Berhad.

SIGNED IN ACCORDANCE WITH A RESOLUTION OF THE DIRECTORS DATED 21 JULY 2014

Dato’ Sri Tee Boon Kee

Datin Sri Chung Geok Siew

STATUTORY DECLARATION I, Chan Yoke Hoong, I/C No. 540216-10-5619, being the officer primarily responsible for the financial management of Delloyd Ventures Berhad, do solemnly and sincerely declare that the financial statements set out on pages 43 to 128 are, to the best of my knowledge and belief, correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act 1960. Subscribed and solemnly declared by Chan Yoke Hoong, I/C No. 540216-10-5619, at Klang in Selangor Darul Ehsan on this 21 July 2014

Chan Yoke Hoong

Before me Commissioner for Oaths

DELLOYD VENTURES BERHAD annual report 2014

INDEPENDENT

AUDITORS’ REPORT TO THE MEMBERS OF DELLOYD VENTURES BERHAD

41

Report on the Financial Statements We have audited the financial statements of Delloyd Ventures Berhad, which comprise the statements of financial position as at 31 March 2014 of the Group and of the Company, and the statements of profit or loss and other comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company for the financial year then ended, and a summary of significant accounting policies and other explanatory information, as set out on pages 43 to 128.

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

Auditors’ Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s 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 financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

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

annual report 2014 DELLOYD VENTURES BERHAD

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF DELLOYD VENTURES BERHAD (CONT’D)

42 42

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 financial statements and the auditors’ reports of the subsidiaries of which we have not acted as auditors, which are indicated in Note 5 to the financial statements.

(c)

We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company’s financial statements are in form and content appropriate and proper for the purposes of the preparation of the financial statements of the Group and we have received satisfactory information and explanations required by us for those purposes.

(d)

The audit reports on the financial statements of the subsidiaries did not contain any qualification or any adverse comment made under Section 174(3) of the Act.

The supplementary information set out in Note 52 to the financial statements is disclosed to meet the requirements of Bursa Malaysia Securities Berhad and is not part of the financial statements. The directors are responsible for the preparation of the supplementary information in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants (“MIA Guidance”) and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all material 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.

Crowe Horwath Firm No: AF 1018 Chartered Accountants 21 July 2014

Kuala Lumpur

DELLOYD VENTURES BERHAD annual report 2014

Onn Kien Hoe Approval No: 1772/11/14 (J/PH) Chartered Accountant

STATEMENTS OF FINANCIAL POSITION AT 31 MARCH 2014

NOTE

THE GROUP 2014 2013 RM’000 RM’000

THE COMPANY 2014 2013 RM’000 RM’000

48,255 131,096 167,485 6,758 2,601 10,517 3,523

38,525 118,186 176,585 7,126 2,601 11,480 3,666

140,383 -

130,815 -

370,235

358,169

140,383

130,815

53,942 69,114 15,500 333 3,431 36,486 705 34,207 82

54,616 54,261 15,040 12,836 8,956 23,081 3,383 31,544 57

2 95,208 5,100 19 13,635 4,857 -

2 41,677 10,418 4,517 219 5,628 -

213,800

203,774

118,821

62,461

584,035

561,943

259,204

193,276

ASSETS NON-CURRENT ASSETS Investment in subsidiaries Investment in associates Property, plant and equipment Plantation development expenditure Investment properties Other investments Goodwill Deferred tax assets

5 6 7 8 9 10 11 12

CURRENT ASSETS Inventories Trade receivables Other receivables, deposits and prepayments Amounts owing by subsidiaries Amounts owing by related parties Dividend receivable Tax refundable Short-term investments Deposits with financial institutions Cash and bank balances Derivative asset

TOTAL ASSETS

13 14 15 16 27

17 18 19

annual report 2014 DELLOYD VENTURES BERHAD

43

STATEMENTS OF FINANCIAL POSITION AT 31 MARCH 2014 (CONT’D)

44 44

THE GROUP 2014 2013 RM’000 RM’000

THE COMPANY 2014 2013 RM’000 RM’000

100,004 20,470 (9,334) (10,726) 332,678

100,004 20,470 (8,687) (7,571) 314,019

100,004 20,470 (9,334) 138,004

100,004 20,470 (8,687) 60,130

433,092

418,235

249,144

171,917

22,680

22,898

-

-

455,772

441,133

249,144

171,917

7,947 2,851 13,287 55

25,778 3,268 14,376 142

1,140 -

9,180 3,473 -

24,140

43,564

1,140

12,653

49,956 26,360 4,893 22,608 246 60 -

30,836 19,191 5,939 20,938 61 203 78

847 8,040 33 -

538 8,040 128 -

104,123

77,246

8,920

8,706

TOTAL LIABILITIES

128,263

120,810

10,060

21,359

TOTAL EQUITY AND LIABILITIES

584,035

561,943

259,204

193,276

4.48

4.32

NOTE

EQUITY AND LIABILITIES EQUITY Share capital Share premium Treasury shares Other reserves Retained profits

20 21 22 23 24

TOTAL EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY NON-CONTROLLING INTERESTS TOTAL EQUITY NON-CURRENT LIABILITIES Long-term borrowings Amount owing to a related party Deferred tax liabilities Deferred income

25 27 28 29

CURRENT LIABILITIES Trade payables Other payables and accruals Amounts owing to related parties Short-term borrowings Provision for taxation Derivative liabilities Bank overdraft

30 31 27 32 19 34

NET ASSETS PER SHARE (RM)

35

The annexed notes form an integral part of these financial statements. DELLOYD VENTURES BERHAD annual report 2014

STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

NOTE REVENUE

36

THE GROUP 2014 2013 RM’000 RM’000

45

THE COMPANY 2014 2013 RM’000 RM’000

411,224

424,674

COST OF SALES

(321,088)

(339,024)

GROSS PROFIT

90,136

85,650

109,395

34,980

OTHER (LOSS)/INCOME

(7,244)

120

2,668

1,240

82,892

85,770

112,063

36,220

PERSONNEL EXPENSES

(25,885)

(24,954)

(271)

(294)

ADMINISTRATIVE EXPENSES

(19,413)

(17,921)

(145)

(781)

1,547

4,182

-

(3,345)

(3,511)

(755)

SHARE OF PROFITS IN ASSOCIATES, NET OF TAX FINANCE COSTS

109,395 -

34,980 -

(1,198)

PROFIT BEFORE TAXATION

37

35,796

43,566

110,892

33,947

INCOME TAX EXPENSE

38

(7,487)

(8,929)

(25,282)

(8,475)

28,309

34,637

85,610

25,472

(6,052)

(155) (2,309)

-

-

(6,052)

(2,464)

-

-

22,257

32,173

85,610

25,472

27,432 877

32,929 1,708

85,610 -

25,472 -

28,309

34,637

85,610

25,472

24,277 (2,020)

31,681 492

85,610 -

25,472 -

22,257

32,173

85,610

25,472

28.4 sen

34.0 sen

PROFIT AFTER TAXATION OTHER COMPREHENSIVE INCOME, NET OF TAX Items that may be reclassified subsequently to profit or loss - Fair value changes of available-for-sale financial assets - Foreign currency translation

TOTAL COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR PROFIT AFTER TAXATION ATTRIBUTABLE TO:Owners of the Company Non-controlling interests

TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO:Owners of the Company Non-controlling interests

EARNINGS PER SHARE - Basic

39

The annexed notes form an integral part of these financial statements. annual report 2014 DELLOYD VENTURES BERHAD

DELLOYD VENTURES BERHAD annual report 2014

100,004

-

Contributions by and distributions to the owners of the Company: - Purchase of treasury shares - Dividends

Balance at 31.03.2013

-

-

20,470

-

-

-

-

-

20,470

SHARE PREMIUM RM’000

(7,593)

-

(1,093)

857

(1,950)

-

(6,500)

TRANSLATION DEFICIT RM’000

22

-

(155)

(21)

(134) -

-

177

FAIR VALUE RESERVE RM’000

314,019

(11,625)

32,929

-

-

32,929

292,715

RETAINED PROFITS RM’000

DISTRIBUTABLE

The annexed notes form an integral part of these financial statements.

(8,687)

(628) -

-

-

-

(8,059)

-

-

100,004

-

40

NOTE

TREASURY SHARES RM’000

Other comprehensive income for the financial year, net of tax: - Fair value changes of available-forsale financial assets - Foreign currency translation - Crystallisation of reserves upon disposal of subsidiary Total comprehensive income for the financial year

Profit after taxation for the financial year

Balance at 01.04.2012

THE GROUP

SHARE CAPITAL RM’000

NON-DISTRIBUTABLE

418,235

(628) (11,625)

31,681

836

(134) (1,950)

32,929

398,807

ATTRIBUTABLE TO OWNERS OF THE COMPANY RM’000

22,898

(316)

492

-

(1,216)

1,708

22,722

NONCONTROLLING INTERESTS RM’000

441,133

(628) (11,941)

32,173

836

(134) (3,166)

34,637

421,529

TOTAL EQUITY RM’000

46 46 STATEMENTS OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

-

Contributions by and distributions to the owners of the Company: - Purchase of treasury shares - Dividends - Accretion of interest in a subsidiary - Subscription of shares in a subsidiary

100,004

-

Total comprehensive income for the financial year

Balance at 31.03.2014

-

Other comprehensive income for the financial year, net of tax: - Foreign currency translation

100,004 -

40

NOTE

Profit after taxation for the financial year

Balance at 31.03.2013/01.04.2013

THE GROUP

SHARE CAPITAL RM’000

20,470

-

-

-

-

20,470

SHARE PREMIUM RM’000

(10,748)

-

(3,155)

(3,155)

-

(7,593)

TRANSLATION DEFICIT RM’000

22

-

-

-

-

22

FAIR VALUE RESERVE RM’000

332,678

(7,736) (1,037) -

27,432

-

27,432

314,019

RETAINED PROFITS RM’000

DISTRIBUTABLE

433,092

(647) (7,736) (1,037) -

24,277

(3,155)

27,432

418,235

ATTRIBUTABLE TO OWNERS OF THE COMPANY RM’000

The annexed notes form an integral part of these financial statements.

(9,334)

(647) -

-

-

-

(8,687)

TREASURY SHARES RM’000

NON-DISTRIBUTABLE

22,680

1,037 765

(2,020)

(2,897)

877

22,898

NONCONTROLLING INTERESTS RM’000

455,772

(647) (7,736) 765

22,257

(6,052)

28,309

441,133

TOTAL EQUITY RM’000

STATEMENTS OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 (CONT’D) 47

annual report 2014 DELLOYD VENTURES BERHAD

DELLOYD VENTURES BERHAD annual report 2014

Balance at 31.03.2013

(8,687)

(628) -

-

(8,059)

TREASURY SHARES RM’000

20,470

-

-

20,470

SHARE PREMIUM RM’000

The annexed notes form an integral part of these financial statements.

100,004

-

Contributions by and distributions to the owners of the Company: - Purchase of treasury shares - Dividends 40

-

100,004

Profit after taxation/ Total comprehensive income for the financial year

Balance at 01.04.2012

THE COMPANY

NOTE

SHARE CAPITAL RM’000

NON-DISTRIBUTABLE

60,130

(11,625)

25,472

46,283

RETAINED PROFITS RM’000

DISTRIBUTABLE

171,917

(628) (11,625)

25,472

158,698

TOTAL EQUITY RM’000

48 48 STATEMENTS OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 (CONT’D)

Balance at 31.03.2014

(9,334)

(647) -

-

(8,687)

TREASURY SHARES RM’000

20,470

-

-

20,470

SHARE PREMIUM RM’000

The annexed notes form an integral part of these financial statements.

100,004

-

Contributions by and distributions to the owners of the Company: - Purchase of treasury shares - Dividends 40

-

100,004

Profit after taxation/ Total comprehensive income for the financial year

Balance at 31.03.2013/01.04.2013

THE COMPANY

NOTE

SHARE CAPITAL RM’000

NON-DISTRIBUTABLE

138,004

(7,736)

85,610

60,130

RETAINED PROFITS RM’000

DISTRIBUTABLE

249,144

(647) (7,736)

85,610

171,917

TOTAL EQUITY RM’000

STATEMENTS OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 (CONT’D) 49

annual report 2014 DELLOYD VENTURES BERHAD

50 50

STATEMENTS OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 THE GROUP 2014 2013 RM’000 RM’000 CASH FLOWS FROM/(FOR) OPERATING ACTIVITIES Profit before taxation

THE COMPANY 2014 2013 RM’000 RM’000

35,796

43,566

110,892

33,947

7

163

-

-

5,380 3

5,181 7

-

-

96 12,939 (224) 415

28 15,396 (213) (266)

(95) -

2,377

3,378

638

581 1,015

104 128

1,533 158

-

-

-

-

Adjustments for:Allowance for impairment losses on receivables Amortisation of plantation development expenditure Bad debts written off Depreciation of: - investment properties - property, plant and equipment Fair value gain on derivatives Provision/(Writeback of provision) for warranty claims Impairment losses on: - investment in a subsidiary Interest expense Amounts written off: - plant and equipment - plantation development expenditure Reversal of impairment loss on investment in a subsidiary Gain on disposal of - investment in subsidiaries - plant and equipment Writedown in value of inventories Dividend income from - subsidiaries - short-term and other investments Loss on foreign exchange - unrealised Interest income - deposits with licensed banks - advances to subsidiaries Rental income Share of profits in associates, net of tax Writeback in value of inventories Operating profit/(loss) before working capital changes

# (296) 982

(694) (428) 2

(713)

(786)

11,376

3,742

(819) (749) (1,547) (207)

(462) (729) (4,182) (1,742)

65,048

63,652

# - RM2

The annexed notes form an integral part of these financial statements. DELLOYD VENTURES BERHAD annual report 2014

(68) (109,395) (74) -

(98) -

(34,980) (54) -

(202) (2,286) -

(29) (1,041) -

(590)

(659)

STATEMENTS OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 (CONT’D)

NOTE

THE GROUP 2014 2013 RM’000 RM’000

51

THE COMPANY 2014 2013 RM’000 RM’000

Operating profit /(loss) before working capital changes Increase in inventories (Increase)/Decrease in trade and other receivables Increase in trade and other payables Warranty claims paid

65,048 (1,578) (3,755) 21,855 (1,091)

63,652 (9,749) 18,493 7,563 (668)

(590) 310 -

(659) 255 -

CASH FROM/(FOR) OPERATIONS Income tax paid Interest paid

80,479 (1,875) (2,377)

79,291 (9,353) (3,378)

(280) (24,257) (638)

(404) (7,726) (1,015)

NET CASH FROM/(FOR) OPERATING ACTIVITIES

76,227

66,560

(25,175)

(9,145)

-

-

(9,500) (51,245)

(1,292)

CASH FLOWS (FOR)/FROM INVESTING ACTIVITIES Subscription of additional shares in a subsidiary Repayment to subsidiaries Dividends received from: - subsidiaries - an associate - short-term investments Net cash inflows from disposal of subsidiaries Interest received Payments for plantation development expenditure Subscription of additional shares in an associate Purchase of property, plant and equipment Proceeds from disposal of plant and equipment Proceeds from disposal of other investment Payment for acquisition of business Rental received NET CASH (FOR)/FROM INVESTING ACTIVITIES BALANCE CARRIED FORWARD

7(a) 11(c)

1,415 713 # 819 (6,422) (9,570) (25,780) 484 749

906 786 278 462 (9,560) (15,251) 644 322 (3,600) 729

114,712 74 202 -

31,613 54 29 -

(37,592)

(24,284)

54,243

30,404

38,635

42,276

29,068

21,259

# - RM2

The annexed notes form an integral part of these financial statements. annual report 2014 DELLOYD VENTURES BERHAD

52 52

STATEMENTS OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 (CONT’D)

NOTE BALANCE BROUGHT FORWARD

THE GROUP 2014 2013 RM’000 RM’000

THE COMPANY 2014 2013 RM’000 RM’000

38,635

42,276

29,068

21,259

CASH FLOWS FOR FINANCING ACTIVITIES Dividends paid Net repayment of revolving credit and draft loans Drawdown of term loans Proceeds from issuance of shares by a subsidiary to a non-controlling interest Purchase of treasury shares Repayment of term loans Repayment of finance lease obligations

(7,736) 1,840

(11,941) (7,386) 14,652

(7,736) -

(11,625) -

765 (647) (18,253) (560)

(628) (29,750) -

(647) (8,040) -

(628) (8,040) -

NET CASH FOR FINANCING ACTIVITIES

(24,591)

(35,053)

(16,423)

(20,293)

NET INCREASE IN CASH AND CASH EQUIVALENTS

14,044

FOREIGN EXCHANGE DIFFERENCES

(576)

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

DELLOYD VENTURES BERHAD annual report 2014

42

7,223

12,645

966

(252)

-

-

57,930

50,959

5,847

4,881

71,398

57,930

18,492

5,847

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 1.

53

GENERAL INFORMATION The Company is incorporated as a public company limited by shares under the Companies Act 1965 in Malaysia. The registered office is located at No. 52A, Lebuh Enggang, 41150 Klang, Selangor Darul Ehsan. The principal place of business is located at Lot 33004/5 and Lot 48938, Jalan Kebun, Kampung Jawa, 42450 Klang, Selangor Darul Ehsan. The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the directors dated 21 July 2014.

2.

PRINCIPAL ACTIVITIES The Company is principally an investment holding company. The principal activities of the subsidiaries are set out in Note 5 to the financial statements. There have been no significant changes in the nature of these activities during the financial year.

3.

BASIS OF PREPARATION The financial statements of the Group and of the Company are prepared under the historical cost convention and modified to include other bases of valuation as disclosed in other sections under significant accounting policies, and in compliance with Financial Reporting Standards (“FRSs”) and the requirements of the Companies Act 1965 in Malaysia. 3.1

During the current financial year, the Group has adopted the following new accounting standards and interpretations (including the consequential amendments, if any):FRSs and IC Interpretations (Including The Consequential Amendments) FRS 10 Consolidated Financial Statements FRS 11 Joint Arrangements FRS 12 Disclosure of Interests in Other Entities FRS 13 Fair Value Measurement FRS 119 (2011) Employee Benefits FRS 127 (2011) Separate Financial Statements FRS 128 (2011) Investments in Associates and Joint Ventures Amendments to FRS 7: Disclosures – Offsetting Financial Assets and Financial Liabilities Amendments to FRS 10, FRS 11 and FRS 12: Transition Guidance Amendments to FRS 101: Presentation of Items of other Comprehensive Income IC Interpretation 20 Stripping Costs in the Production Phase of a Surface Mine Annual Improvements to FRSs (2012) The adoption of the above accounting standards and interpretations (including the consequential amendments) are not relevant to the Group and the Company’s operations except as follows:FRS 10 & Amendments to FRS 10: Transition Guidance FRS 10 replaces the consolidation guidance in FRS 127 and IC Interpretation 112. Under FRS 10, there is only one basis for consolidation, which is control. Extensive guidance has been provided in the standard to assist in the determination of control. FRS 12 & Amendments to FRS 12: Transition Guidance FRS 12 is applicable to entities that have interests in subsidiaries, joint arrangements, associates and/or unconsolidated structured entities. FRS 12 is a disclosure standard and requires extensive disclosures of which the additional disclosures are disclosed in Notes 5 and 6 to the financial statements.

annual report 2014 DELLOYD VENTURES BERHAD

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

54 54

3.

BASIS OF PREPARATION (CONT’D) 3.1

During the current financial year, the Group has adopted the following new accounting standards and interpretations (including the consequential amendments, if any):FRS 13 FRS 13 defines fair value, provides guidance on how to determine fair value and requires disclosures about fair value measurements. The scope of FRS 13 is broad; it applies to both financial instrument items and non-financial instrument items for which other FRSs require or permit fair value measurements and disclosures about fair value measurements, except in specified circumstances. FRS 13 has been applied prospectively as of the beginning of the current financial year and there are no material impacts on the financial statements of the Group upon its initial application. FRS 119 (2011) FRS 119 (2011) changes the accounting for defined benefit plans and termination benefits. The amendments require the recognition of changes in defined benefit obligations and in the fair value of planned assets when they occur, and hence eliminate the ‘corridor approach’ permitted under the previous version of FRS 119 and accelerate the recognition of past service costs. The amendments also require all actuarial gains and losses to be recognised immediately through other comprehensive income in order for the net pension asset or liability recognised in the consolidated statement of financial position to reflect the full value of the planned deficit or surplus. There are no material impacts on the financial statements of the Group upon its initial application. FRS 127 (2011) Generally there will be no impact as the new standard (accounting treatments and disclosures on the ‘company level’) is identical to the current standard. FRS 128 (2011) Generally there will be no impact as the new standard is amended for conforming changes based on the issuance of FRS 10, FRS 11 and FRS 12. Amendments to FRS 7: Disclosures – Offsetting Financial Assets and Financial Liabilities The amendments to FRS 7 (Disclosures – Offsetting Financial Assets and Financial Liabilities) require disclosures that will enable users of an entity’s financial statements to evaluate the effect or potential effect of netting arrangements, including rights of setoff associated with the entity’s recognised financial assets and recognised financial liabilities, on the entity’s financial position. The impacts on the financial statements of the Group and of the Company upon their application are disclosed in Note 27 to the financial statements. Amendments to FRS 101: Presentation of Items of Other Comprehensive Income The amendments to FRS 101 retain the option to present profit or loss and other comprehensive income in either a single statement or in two separate but consecutive statements. In addition, items presented in other comprehensive income section are to be grouped based on whether they are potentially re-classifiable to profit or loss subsequently i.e. those that might be reclassified and those that will not be reclassified. Income tax on items of other comprehensive income is required to be allocated on the same basis. There will be no financial impact on the financial statements of the Group upon its initial application other than the presentation format of the statements of profit or loss and other comprehensive income. Annual Improvements to FRSs (2012). The Annual Improvements to FRSs (2012) contain amendments to FRS 1, FRS 101, FRS 116, FRS 132 and FRS 134. These amendments have no material impact on the financial statements of the Group and of the Company upon their initial application. The adoption of the above accounting standards and interpretations (including the consequential amendments) did not have any material impact on the Group’s financial statements.

DELLOYD VENTURES BERHAD annual report 2014

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 3.

55

BASIS OF PREPARATION (CONT’D) 3.2

The Group has not applied in advance the following accounting standards and interpretations (including the consequential amendments, if any) that have been issued by the Malaysian Accounting Standards Board (“MASB”) but are not yet effective for the current financial year: FRSs and IC Interpretations (Including The Consequential Amendments) FRS 9 (2009) Financial Instruments FRS 9 (2010) Financial Instruments FRS 9 Financial Instruments (Hedge Accounting and Amendments to FRS 7, FRS 9 and FRS 139) Amendments to FRS 9 and FRS 7: Mandatory Effective Date of FRS 9 and Transition Disclosures FRS 14 Regulatory Deferred Accounts Amendments to FRS 10, FRS 12 and FRS 127 (2011): Investment Entities Amendments to FRS 11: Accounting for acquisitions of Interests in Joint Operations Amendments to FRS 116 and FRS 138: Clarification of Acceptable Method of Depreciation and Amortisation Amendments to FRS 119: Defined Benefit Plans – Employee Contributions Amendments to FRS 132: Offsetting Financial Assets and Financial Liabilities Amendments to FRS 136: Recoverable Amount Disclosures for Non-financial Assets Amendments to FRS 139: Novation of Derivatives and Continuation of Hedge Accounting IC Interpretation 21 Levies Annual Improvements to FRSs 2010 – 2012 Cycle Annual Improvements to FRSs 2011 – 2013 Cycle

Effective Date ) To be ) announced ) by MASB ) 1 January 2016 1 January 2014 1 January 2016 1 January 2016 1 July 2014 1 January 2014 1 January 2014 1 January 2014 1 January 2014 1 July 2014 1 July 2014

The above accounting standards and interpretations (including the consequential amendments) are not relevant to the Group’s operations except as follows:FRS 9 (2009), FS 9 (2010) & Amendments to FRS 9 and FRS 7: Mandatory Effective Date of FRS 9 and Transition Disclosures FRS 9 (2009) introduces new requirements for the classification and measurement of financial assets. Subsequently, this FRS 9 was amended in year 2010 to include requirements for the classification and measurement of financial liabilities and for derecognition (known as FRS 9 (2010)). Generally, FRS 9 replaces the parts of FRS 139 that relate to the classification and measurement of financial instruments. FRS 9 divides all financial assets into 2 categories – those measured at amortised cost and those measured at fair value, based on the entity’s business model for managing its financial assets and the contractual cash flow characteristics of the instruments. For financial liabilities, the standard retains most of the FRS 139 requirement. An entity choosing to measure a financial liability at fair value will present the portion of the change in its fair value due to changes in the entity’s own credit risk in other comprehensive income rather than within profit or loss. The effective date of this standard has been deferred from 1 January 2013 to 1 January 2015. Transitional provisions in FRS 9 were also amended to provide certain relief from retrospective adjustments. Amendments to FRS 10, FRS 12 & FRS 127 (2011): Investment Entities The amendments to FRS 10, FRS 12 and FRS 127 (2011) require investment entities to measure particular subsidiaries at fair value through profit or loss instead of consolidating them. The Company is an investment entity whose business purpose is to invest funds solely for returns from capital appreciation, investment income or both. Accordingly, the Group will deconsolidate its subsidiaries upon the initial application of these amendments and to fair value the investments in accordance with FRS 139. There will be no financial impacts on the financial statements of the Group and of the Company upon their application. Amendments to FRS 119: Employee Contributions The amendments to FRS 119 simplify the accounting treatment of contributions from employees and third parties to defined benefit plans. Contributions that are independent of the number of years of service shall be recognised as a reduction in the service cost in the period in which the related service is rendered. For contributions that are dependent on the number of years of service, the Company is required to attribute those contributions to periods of service using either based on the plan’s contribution formula or on a straight-line basis, as appropriate. There will be no financial impact on the financial statements of the Group upon its initial application. Amendments to FRS 132: Offsetting Financial Assets and Financial Liabilities The amendments to FRS 132 provide the application guidance for criteria to offset financial assets and financial liabilities. There will be no financial impact on the financial statements of the Group upon its initial application.

annual report 2014 DELLOYD VENTURES BERHAD

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

56 56

3.

BASIS OF PREPARATION (CONT’D) 3.2

The above accounting standards and interpretations (including the consequential amendments) are not relevant to the Group’s operations except as follows (Cont’d):Amendments to FRS 136: Recoverable Amount Disclosures for Non-financial Assets The amendments to FRS 136 remove the requirement to disclose the recoverable amount when a cash-generating unit contains goodwill or intangible assets with indefinite useful lives but there has been no impairment. Therefore, there will be no financial impact on the financial statements of the Group upon its initial application but may impact its future disclosures. Annual Improvement to FRSs 2010 – 2012 Cycle Generally, there will be no financial impact on the financial statements of the Group upon its initial application. Annual Improvement to FRSs 2011 – 2013 Cycle Generally, there will be no financial impact on the financial statements of the Group upon its initial application.

3.3

On 19 November 2011, MASB issued a new MASB approved accounting framework, the Malaysian Financial Reporting Standards (“MFRSs”) that are equivalent to International Financial Reporting Standards (“IFRS”). The MFRSs are to be applied by all Entities Other Than Private Entities for annual periods beginning on or after 1 January 2012, with the exception of entities that are within the scope of MFRS 141 (Agriculture) and IC Interpretation 15 (Agreements for Construction of Real Estate), including its parent, significant investor and venturer (herein called “Transitioning Entities”). The Group falls within the definition of Transitioning Entities and has elected to present its first MFRSs financial statements when the MFRS framework become mandatory. Currently, the MASB has not announced as to when the Transitioning Entities are mandated to comply with the MFRS framework. This is because of the revision in the project timeline on the issuance of new IFRS on Revenue and the proposed limited amendments to IAS 41 (Agriculture) by the International Accounting Standards Board. Accordingly, the Group is unable to assess the potential financial effects of the differences between the accounting standards under FRSs and the MFRSs.

4.

SIGNIFICANT ACCOUNTING POLICIES (a)

Critical Accounting Estimates And Judgements Estimates and judgements are continually evaluated by the directors and management and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The estimates and judgements that affect the application of the Group’s accounting policies and disclosures, and have a significant risk of causing a material adjustment to the carrying amounts of assets, liabilities, income and expenses are discussed below:(i)

Depreciation of Property, Plant and Equipment The estimates for the residual values, useful lives and related depreciation charges for the property, plant and equipment are based on commercial and production factors which could change significantly as a result of technical innovations and competitors’ actions in response to the market conditions. The Group anticipates that the residual values of its property, plant and equipment will be significant and have been taken into consideration for the computation of the depreciable amount. Changes in the expected level of usage and technological development could impact the economic useful lives and the residual values of these assets, therefore future depreciation charges could be revised.

(ii)

Income Taxes There are certain transactions and computations for which the ultimate tax determination may be different from the initial estimate. The Group recognised tax liabilities based on its understanding of the prevailing tax laws and estimates of whether such taxes will be due in the ordinary course of business. Where the final outcome of these matters is different from the amounts that were initially recognised, such difference will impact the income tax and deferred tax provisions in the period in which such determination is made.

DELLOYD VENTURES BERHAD annual report 2014

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 4.

57

SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (a)

Critical Accounting Estimates And Judgements (Cont’d ) (iii)

Impairment of Non-financial Assets When the recoverable amount of an asset is determined based on the estimate of the value-in-use of the cash-generating unit to which the asset is allocated, the management is required to make an estimate of the expected future cash flows from the cash-generating unit and also to apply a suitable discount rate in order to determine the present value of those cash flows.

(iv)

Writedown of Inventories Reviews are made periodically by management on damaged, obsolete and slow-moving inventories. These reviews require judgement and estimates. Possible changes in these estimates could result in revisions to the valuation of inventories.

(v)

Classification Between Investment Properties and Owner Occupied Properties The Group determines whether a property qualifies as an investment property, and has developed a criteria in making that judgement. Investment property is a property held to earn rentals or for capital appreciation or both. Therefore, the Group considers whether a property generates cash flows largely independent of the other assets held by the Group. Some properties comprise a portion that is held to earn rentals or for capital appreciation and another portion that is held for use in the production or supply of goods or services or for administrative purposes. If these portions could be sold separately (or leased out separately under a finance lease), the Group accounts for the portions separately. If the portions could not be sold separately, the property is an investment property only if an insignificant portion is held for use in the production or supply of goods or services or for administrative purposes. Judgement is made on an individual property basis to determine whether ancillary services are so significant that a property does not qualify as investment property.

(vi)

Impairment of Trade and Other Receivables An impairment loss is recognised when there is objective evidence that a financial asset is impaired. Management specifically reviews its loans and receivables financial assets and analyses historical bad debts, customer concentrations, customer creditworthiness, current economic trends and changes in the customer payment terms when making a judgement to evaluate the adequacy of the allowance for impairment losses. Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated based on historical loss experience for assets with similar credit risk characteristics. If the expectation is different from the estimation, such difference will impact the carrying value of receivables.

(vii)

Impairment of Available-for-Sale Financial Assets The Group reviews its available-for-sale financial assets at the end of each reporting period to assess whether they are impaired. The Group also records impairment loss on available-for-sale equity investments when there has been a significant or prolonged decline in the fair value below their cost. The determination of what is “significant” or “prolonged” requires judgement. In making this judgement, the Group evaluates, among other factors, historical share price movements and the duration and extent to which the fair value of an investment is less than its cost.

(viii)

Classification of Leasehold Land The classification of leasehold land as a finance lease or an operating lease requires the use of judgement in determining the extent to which risks and rewards incidental to its ownership lie. Despite the fact that there will be no transfer of ownership by the end of the lease term and that the lease term does not constitute the major part of the indefinite economic life of the land, management considered that the present value of the minimum lease payments approximated to the fair value of the land at the inception of the lease. Accordingly, management judged that the Group has acquired substantially all the risks and rewards incidental to the ownership of the land through a finance lease.

annual report 2014 DELLOYD VENTURES BERHAD

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

58 58

4.

SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (a)

Critical Accounting Estimates And Judgements (Cont’d ) (ix)

Impairment of Goodwill Goodwill is tested for impairment annually and at other times when such indicators exist. This requires management to estimate the expected future cash flows of the cash-generating unit to which goodwill is allocated and to apply a suitable discount rate in order to determine the present value of those cash flows. The future cash flows are most sensitive to budgeted gross margins, growth rates estimated and discount rate used. If the expectation is different from the estimation, such difference will impact the carrying value of goodwill.

(x)

Fair Value Estimates for Certain Financial Assets and Liabilities The Group carries certain financial assets and liabilities at fair value, which requires extensive use of accounting estimates and judgement. While significant components of fair value measurement were determined using verifiable objective evidence, the amount of changes in fair value would differ if the Group uses different valuation methodologies. Any changes in fair value of these assets and liabilities would affect profit and/or equity.

(b)

Basis of Consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries made up to 31 March 2014. Subsidiaries are entities (including structured entities) controlled by the Group. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are consolidated from the date on which control is transferred to the Group up to the effective date on which control ceases, as appropriate. Intragroup transactions, balances, income and expenses are eliminated on consolidation. Where necessary, adjustments are made to the financial statements of subsidiaries to ensure consistency of accounting policies with those of the Group. Non-controlling interests are presented within equity in the consolidated statement of financial position, separately from the equity attributable to owners of the Company. Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance. At the end of each reporting period, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity. All changes in the parent’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Any difference between the amount by which the non-controlling interest is adjusted and the fair value of consideration paid or received is recognised directly in equity of the Group. Upon the loss of control of a subsidiary, the Group recognises any gain or loss on disposal in profit or loss which is calculated as the difference between:(i) the aggregate of the fair value of the consideration received and the fair value of any retained interest in the former subsidiary; and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the former subsidiary and any non-controlling interests Amounts previously recognised in other comprehensive income in relation to the former subsidiary are accounted for in the same manner as would be required if the relevant assets or liabilities were disposed of (i.e. reclassified to profit or loss or transferred directly to retained profits). The fair value of any investments retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under FRS 139 or, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.

DELLOYD VENTURES BERHAD annual report 2014

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 4.

59

SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (b)

Basis of Consolidation (Cont’d) Business combinations from 1 April 2011 onwards Acquisitions of businesses are accounted for using the acquisition method. Under the acquisition method, the consideration transferred for acquisition of a subsidiary is the fair value of the assets transferred, liabilities incurred and the equity interests issued by the Group at the acquisition date. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs, other than the costs to issue debt or equity securities, are recognised in profit or loss when incurred. In a business combination achieved in stages, previously held equity interests in the acquiree are remeasured to fair value at the acquisition date and any corresponding gain or loss is recognised in profit or loss. Non-controlling interests in the acquiree may be initially measured either at fair value or at the non-controlling interests’ proportionate share of the fair value of the acquiree’s identifiable net assets at the date of acquisition. The choice of measurement basis is made on a transaction-by-transaction basis. Business combinations before 1 April 2011 All subsidiaries are consolidated using the purchase method. At the date of acquisition, the fair values of the subsidiaries’ net assets are determined and these values are reflected in the consolidated financial statements. The cost of acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree, plus any costs directly attributable to the business combination. Non-controlling interests are initially measured at their share of the fair values of the identifiable assets and liabilities of the acquiree as at the date of acquisition.

(c)

Goodwill Goodwill is measured at cost less accumulated impairment losses, if any. The carrying value of goodwill is reviewed for impairment annually. The impairment value of goodwill is recognised immediately in profit or loss. An impairment loss recognised for goodwill is not reversed in a subsequent period. Business combinations from 1 April 2011 onwards Under the acquisition method, any excess of the sum of the fair value of the consideration transferred in the business combination, the amount of non-controlling interests recognised and the fair value of the Group’s previously held equity interest in the acquiree (if any), over the net fair value of the acquiree’s identifiable assets and liabilities at the date of acquisition is recorded as goodwill. Where the latter amount exceeds the former, after reassessment, the excess represents a bargain purchase gain and is recognised as a gain in profit or loss. Business combinations before 1 April 2011 Under the purchase method, goodwill represents the excess of the fair value of the purchase consideration over the Group’s share of the fair values of the identifiable assets, liabilities and contingent liabilities of the subsidiaries at the date of acquisition. If, after reassessment, the Group’s interest in the fair values of the identifiable net assets of the subsidiaries exceeds the cost of the business combinations, the excess is recognised as income immediately in profit or loss.

(d)

Functional and Foreign Currencies (i)

Functional and Presentation Currency The individual financial statements of each entity in the Group are presented in the currency of the primary economic environment in which the entity operates, which is the functional currency. The consolidated financial statements are presented in Ringgit Malaysia (“RM”), which is the Company’s functional and presentation currency. annual report 2014 DELLOYD VENTURES BERHAD

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

60 60

4.

SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (d)

Functional and Foreign Currencies (Cont’d) (ii)

Transactions and Balances Transactions in foreign currencies are converted into the respective functional currencies on initial recognition, using the exchange rates approximating those ruling at the transaction dates. Monetary assets and liabilities at the end of the reporting period are translated at the rates ruling as of that date. Non-monetary assets and liabilities are translated using exchange rates that existed when the values were determined. All exchange differences are recognised in profit or loss except for differences arising from the translation of available-for-sale equity instruments which are recognised in other comprehensive income.

(iii)

Foreign Operations Assets and liabilities of foreign operations are translated to RM at the rates of exchange ruling at the end of the reporting period. Revenues and expenses of foreign operations are translated at exchange rates ruling at the dates of the transactions. All exchange differences arising from translation are taken directly to other comprehensive income and accumulated in equity under translation reserve. On disposal of a foreign operation, the cumulative amount recognised in other comprehensive income relating to that particular foreign operation is reclassified from equity to profit or loss. Goodwill and fair value adjustments arising from 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 end of the reporting period.

(e)

Financial Instruments Financial instruments are recognised in the statements of financial position when the Group has become a party to the contractual provisions of the instruments. Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. Interest, dividends, gains and losses relating to a financial instrument classified as a liability, are reported as an expense or income. Distributions to holders of financial instruments classified as equity are charged directly to equity. Financial instruments are offset when the Group has a legally enforceable right to offset and intends to settle either on a net basis or to realise the asset and settle the liability simultaneously. Financial instrument is recognised initially at its fair value. Transaction costs that are directly attributable to the acquisition or issue of the financial instrument (other than a financial instrument at fair value through profit or loss) are added to/deducted from the fair value on initial recognition, as appropriate. Transaction costs on the financial instrument at fair value through profit or loss are recognised immediately in profit or loss. Financial instruments recognised in the statements of financial position are disclosed in the individual policy statement associated with each item. (i)

Financial Assets On initial recognition, financial assets are classified as either financial assets at fair value through profit or loss, loans and receivables financial assets, held-to-maturity investments, or available-for-sale financial assets, as appropriate. ■

Financial Assets at Fair Value Through Profit or Loss Financial assets are classified as financial assets at fair value through profit or loss when the financial asset is either held for trading or is designated to eliminate or significantly reduce a measurement or recognition inconsistency that would otherwise arise. Derivatives are also classified as held for trading unless they are designated as hedges. Financial assets at fair value through profit or loss are stated at fair value, with any gains or losses arising on remeasurement recognised in profit or loss. Dividend income from this category of financial assets is recognised in profit or loss when the Group’s right to receive payment is established.

DELLOYD VENTURES BERHAD annual report 2014

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 4.

61

SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (e)

Financial Instruments (Cont’d) (i)

Financial Assets (Cont’d) ■

Held-to-Maturity Investments Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the management has the positive intention and ability to hold to maturity. Held-to-maturity investments are measured at amortised cost using the effective interest method less any impairment loss, with interest income recognised in profit or loss on an effective yield basis.



Loans and Receivables Financial Assets Trade receivables and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as loans and receivables financial assets. Loans and receivables financial assets are measured at amortised cost using the effective interest method, less any impairment loss. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.



Available-for-Sale Financial Assets Available-for-sale financial assets are non-derivative financial assets that are designated in this category or are not classified in any of the other categories. After initial recognition, available-for-sale financial assets are remeasured to their fair values at the end of each reporting period. Gains and losses arising from changes in fair value are recognised in other comprehensive income and accumulated in the fair value reserve, with the exception of impairment losses. On derecognition, the cumulative gain or loss previously accumulated in the fair value reserve is reclassified from equity into profit or loss. Interest calculated for a debt instrument using the effective interest method is recognised in profit or loss. Dividends on available-for-sale equity instruments are recognised in profit or loss when the Group’s right to receive payments is established. Investments in equity instruments whose fair value cannot be reliably measured are measured at cost less accumulated impairment losses, if any.

(ii)

Financial Liabilities All financial liabilities are initially measured at fair value plus directly attributable transaction costs and subsequently measured at amortised cost using the effective interest method other than those categorised as fair value through profit or loss. Fair value through profit or loss category comprises financial liabilities that are either held for trading or are designated to eliminate or significantly reduce a measurement or recognition inconsistency that would otherwise arise. Derivatives are also classified as held for trading unless they are designated as hedges.

(iii)

Equity Instruments Instruments classified as equity are measured at cost and are not remeasured subsequently. ■

Ordinary Shares Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from proceeds. Dividends on ordinary shares are recognised as liabilities when approved for appropriation.

annual report 2014 DELLOYD VENTURES BERHAD

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

62 62

4.

SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (e)

Financial Instruments (Cont’d) (iii)

Equity Instruments (Cont’d) ■

Treasury Shares When the Company’s own shares recognised as equity are bought back, the amount of the consideration paid, including all costs directly attributable, are recognised as a deduction from equity. Own shares purchased that are not subsequently cancelled are classified as treasury shares and are presented as a deduction from total equity. Where such shares are subsequently sold or reissued, any consideration received, net of any direct costs, is included in equity.

(iv)

Financial Guarantee Contracts A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs because a specific debtor fails to make payment when due. The Group and the Company designates corporate guarantee given to financial institutions for credit facilities granted to subsidiaries and related/third parties as insurance contracts as defined in FRS 4 Insurance contracts. The Group and the Company recognised these corporate guarantees as liabilities when there is a present obligation, legal or constructive, as a result of a past event, when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

(v)

Derecognition A financial asset or part of it is derecognised when, and only when, the contractual rights to the cash flows from the financial asset expire or the financial asset is transferred to another party without retaining control or substantially all risks and rewards of the asset. On derecognition of a financial asset, the difference between the carrying amount and the sum of the consideration received (including any new asset obtained less any new liability assumed) and any cumulative gain or loss that had been recognised in equity is recognised in profit or loss. A financial liability or a part of it is derecognised when, and only when, the obligation specified in the contract is discharged or cancelled or expires. On derecognition of a financial liability, the difference between the carrying amount of the financial liability extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.

(f)

Investments in Subsidiaries Investments in subsidiaries are stated at cost in the statement of financial position of the Company, and are reviewed for impairment at the end of the reporting period if events or changes in circumstances indicate that the carrying values may not be recoverable. The cost of the investments includes transaction costs. On the disposal of the investments in subsidiaries, the difference between the net disposal proceeds and the carrying amount of the investments is recognised in profit or loss.

(g)

Investments in Associates An associate is an entity in which the Group has a long term equity interest and where it exercises significant influence over the financial and operating policies. Investments in associate are stated at cost in the statement of financial position of the Company, and are reviewed for impairment at the end of the reporting period if events or changes in circumstances indicate that the carrying values may not be recoverable. The cost of the investment include transaction costs.

DELLOYD VENTURES BERHAD annual report 2014

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 4.

63

SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (g)

Investments in Associates (Cont’d) The investment in an associate is accounted for in the consolidated statement of financial position using the equity method, based on the financial statements of the associate made up to 31 March 2014. The Group’s share of the post acquisition profits and other comprehensive income of the associate is included in the consolidated statement of profit or loss and other comprehensive income, after adjustment if any, to align the accounting policies with those of the Group, from the date that significant influence commences up to the effective date on which significant influence ceases or when the investment is classified as held for sale. The Group’s interest in the associate is carried in the consolidated statement of financial position at cost plus the Group’s share of the post-acquisition retained profits and reserves. The cost of investment includes transaction costs. When the Group’s share of losses exceeds its interest in an associate, the carrying amount of that interest is reduced to zero, and the recognition of further losses is discontinued except to the extent that the Group has an obligation. Unrealised gains on transactions between the Group and the associates are eliminated to the extent of the Group’s interest in the associates. Unrealised losses are eliminated unless cost cannot be recovered. When the Group ceases to have significant influence over an associate and the retained interest in the former associate is a financial asset, the Group measures the retained interest at fair value at that date and the fair value is regarded as the initial carrying amount of the financial asset in accordance with MFRS 139. Furthermore, the Group also reclassifies its share of the gain or loss previously recognised in other comprehensive income of that associate to profit or loss when the equity method is discontinued. However, the Group will continue to use the equity method if the dilution does not result in a loss of significant influence or when an investment in a joint venture becomes an investment in an associate. Under such changes in ownership interest, the retained investment is not remeasured to fair value but a proportionate share of the amounts previously recognised in other comprehensive income of the associate will be reclassified to profit or loss where appropriate. All dilution gains or losses arising in investments in associates are recognised in profit or loss.

(h)

Property, Plant and Equipment Property, plant and equipment, other than freehold land, are stated at cost less accumulated depreciation and impairment losses, if any. Freehold land is stated at cost less impairment losses, if any, and is not depreciated. Capital work-in-progress represents progress payments made towards the acquisition of land and building and related capital assets which are not ready for commercial use at the end of the reporting date. Capital work-in-progress is stated at cost and will be transferred to the relevant category of long-term assets and depreciated accordingly when the assets are completed and ready for commercial use. Cost of capital work-in-progress includes direct costs and related expenditure. Depreciation is charged to profit or loss (unless it is included in the carrying amount of another asset) on the straight-line method to write off the depreciable amount of the assets over their estimated useful lives. Depreciation of an asset does not cease when the asset becomes idle or is retired from active use unless the asset is fully depreciated. The principal annual rates used for this purpose are:-

Freehold buildings Leasehold land Leasehold buildings Plant and machinery Factory equipment Motor vehicles Office equipment Store and store equipment Furniture and fittings Laboratory equipment Moulds

Depreciation Rate

Residual Value

2% - 5% remaining lease term of 14 years 5% 10% - 25% 10% - 33% 12.5% to 25% 10% - 33.33% 10% - 20% 10% - 33.33% 10% - 15% 20% - 50%

10% - 20% 10% - 20% 10% - 20% -

annual report 2014 DELLOYD VENTURES BERHAD

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

64 64

4.

SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (h)

Property, Plant and Equipment (Cont’d) The depreciation method, useful life and residual values are reviewed, and adjusted if appropriate, at the end of each reporting period to ensure that the amount, method and periods of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benefits embodied in the items of the property, plant and equipment. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when the cost is incurred and it is probable that the future economic benefits associated with the asset will flow to the Group and the cost of the asset can be measured reliably. The carrying amount of parts that are replaced is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred. Cost also comprises the initial estimate of dismantling and removing the asset and restoring the site on which it is located for which the Group is obligated to incur when the asset is acquired, if applicable. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising from derecognition of the asset is recognised in profit or loss.

(i)

Investment Properties Investments Investment properties are properties held either to earn rental income or for capital appreciation or for both. Investment properties are stated at cost less accumulated depreciation and impairment losses, if any. Depreciation is charged to profit or loss on the straight-line method over the estimated useful lives of the investment properties. The estimated useful made lives of the investment property is 50 years. Investment properties are derecognised when they have either been disposed of or when the investment property is permanently withdrawn from use and no future benefit is expected from its disposal. On the derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount is recognised in profit or loss. Transfers are made to or from investment property only when there is a change in use. All transfers do not change the carrying amount of the property reclassified.

(j)

Plantation Development Expenditure Plantation development expenditure comprise cost of land and buildings held for plantation development activities, infrastructure cost such as roads and bridges attached on the plantation estate, cost of planting and development of oil palm and other plantation crops. Plantation development expenditure, other than freehold land, is stated at cost less accumulated amortisation and impairment losses, if any. Freehold land is stated at cost less impairment losses, if any, and is not depreciated. Cost of preparation of agriculture land, planting, replanting and upkeep of trees, together with a portion of indirect overheads including general and administrative expenses, are capitalised as immature plantations and transferred to mature plantations account when the trees have matured and meet the criteria for commercial production. Mature plantations are amortised over the estimated productive life of the trees which yield was determined by vegetative growth and management estimation. Amortisation is calculated on the straight-line method to write off the cost over their estimated useful lives. Amortisation of an asset does not cease when the asset becomes idle or is retired from active use unless the asset is fully amortised. The principal annual rates of amortisation are: Mature plantations Leasehold land Freehold buildings Leasehold buildings Roads and bridges

DELLOYD VENTURES BERHAD annual report 2014

20 years remaining lease term of 40 and 45 years 5% 8 - 20 years 10%

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 4.

65

SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (j)

Plantation Development Expenditure (Cont’d) The amortisation method and useful life are reviewed, and adjusted if appropriate, at the end of each reporting period to ensure that the amounts, method and periods of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benefits embodied in the items of plantation development expenditure. An item of plantation development expenditure is derecognised upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising from derecognition of the asset is included in the profit or loss in the year the asset is derecognised.

(k)

Impairment (i)

Impairment of Financial Assets All financial assets (other than those categorised at fair value through profit or loss), are assessed at the end of each reporting period whether there is any objective evidence of impairment as a result of one or more events having an impact on the estimated future cash flows of the asset. For an equity instrument, a significant or prolonged decline in the fair value below its cost is considered to be objective evidence of impairment. An impairment loss in respect of held-to-maturity investments and loans and receivables financial assets is recognised in profit or loss and is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate. An impairment loss in respect of available-for-sale financial assets is recognised in profit or loss and is measured as the difference between its cost (net of any principal payment and amortisation) and its current fair value, less any impairment loss previously recognised in the fair value reserve. In addition, the cumulative loss recognised in other comprehensive income and accumulated in equity under fair value reserve, is reclassified from equity to profit or loss. With the exception of available-for-sale equity instruments, 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 through profit or loss to the extent that the carrying amount of the financial asset at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised. In respect of available-for-sale equity instruments, impairment losses previously recognised in profit or loss are not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss made is recognised in other comprehensive income. For available-for-sale debt investments, impairment losses are subsequently reversed in profit or loss if an increase in the fair value of the investment can be objectively related to an event occurring after the recognition of the impairment loss in profit or loss.

(ii)

Impairment of Non-Financial Assets The carrying values of assets, other than those to which FRS 136 - Impairment of Assets does not apply, are reviewed at the end of each reporting period for impairment when there is an indication that the assets might be impaired. Impairment is measured by comparing the carrying values of the assets with their recoverable amounts. The recoverable amount of the assets is the higher of the assets’ fair value less costs to sell and their value in use, which is measured by reference to discounted future cash flow. An impairment loss is recognised in profit or loss immediately. When there is a change in the estimates used to determine the recoverable amount, a subsequent increase in the recoverable amount of an asset is treated as a reversal of the previous impairment loss and is recognised to the extent of the carrying amount of the asset that would have been determined (net of amortisation and depreciation) had no impairment loss been recognised. The reversal is recognised in profit or loss immediately.

annual report 2014 DELLOYD VENTURES BERHAD

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

66 66

4.

SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (l)

Assets under Hire Purchase Assets acquired under hire purchase are capitalised in the financial statements at the lower of the fair value of the leased assets and the present value of the minimum lease payments and, are depreciated in accordance with the policy set out in Note 4(h) above. Each hire purchase payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. Finance charges are recognised in profit or loss over the period of the respective hire purchase agreements.

(m)

Inventories Inventories are stated at the lower of cost and net realisable value. Cost is determined on the weighted average basis and comprises the purchase price production or conversion costs and incidentals incurred in bringing the inventories to their present location and condition. Net realisable value represents the estimated selling price less the estimated costs of completion and the estimated costs necessary to make the sale.

(n)

Income Taxes IIncome tax for the year comprises current and deferred tax. Current tax is the expected amount of income taxes payable in respect of the taxable profit for the reporting period and is measured using the tax rates that have been enacted or substantively enacted at the end of the reporting period. Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax liabilities are recognised for all taxable temporary differences other than those that arise from goodwill or excess of the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over the business combination costs or 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 accounting profit nor taxable profit. Deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. The carrying amounts of deferred tax assets are reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient future taxable profits will be available to allow all or part of the deferred tax assets to be utilised. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled, based on the tax rates that have been enacted or substantively enacted at the end of the reporting period. 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 the deferred income taxes relate to the same taxation authority. Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transactions either in other comprehensive income or directly in equity and deferred tax arising from a business combination is included in the resulting goodwill or excess of the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over the business combination costs.

(o)

Cash and Cash Equivalents Cash and cash equivalents comprise cash in hand, bank balances, demand deposits, deposits pledged with financial institutions, bank overdrafts and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value with original maturity periods of three months or less.

(p)

Provisions Provisions are recognised when the Group has a present obligation as a result of past events, when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and when a reliable estimate of the amount can be made. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. Where the effect of the time value of money is material, the provision is the present value of the estimated expenditure required to settle the obligation. The unwinding of the discount is recognised as interest expense in profit or loss.

DELLOYD VENTURES BERHAD annual report 2014

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 4.

67

SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (q)

Employee Benefits (i)

Short-term Benefits Wages, salaries, paid annual leave and sick leave, bonuses and non-monetary benefits are measured on an undiscounted basis and are recognised in profit or loss in the period in which the associated services are rendered by employees of the Group.

(ii)

Defined Contribution Plans The Group’s contributions to defined contribution plans are recognised in profit or loss in the period to which they relate. Once the contributions have been paid, the Group has no further liability in respect of the defined contribution plans.

(iii)

Defined Benefits Scheme Certain subsidiaries of the Group operate an unfunded defined benefits scheme in respect of their employees in accordance with the Indonesian Labor Law No. 13/2003 dated 25 March 2003. The Group’s net obligations in respect of the defined benefit plans is calculated separately for each plan by estimating the amount of future benefits that the employees have earned in return for their services in the current and prior periods, discounting that amount and deducting the fair value of any planned assets. Past service costs are recognised immediately in the profit or loss, unless the changes to the pension plan are conditional on the employees remaining in service for a specified period of time (the vesting period). In this case, the past service costs are amortised on a straight-line basis over the vesting period. The current service cost is recognised as an expense in the prevailing period. The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognised asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements. Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in other comprehensive income. The Group determines the net interest expense or income on the net defined liability or asset for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then net defined benefit liability or asset, taking into account any changes in the net defined benefit liability or asset during the period as a result of contributions and benefit payments. Net interest expense and other expenses relating to defined benefit plans are recognised in profit or loss. The Group recognised gains or losses on the curtailment or settlement of a defined benefits plan when the curtailment or settlement occurs. The gain or loss on a curtailment or settlement comprises changes in the present value of the defined obligation and any related actuarial gains and losses and past service costs that had not previously been recognised. As a result of FRS 119 (2011) – Employee Benefits, the Group has changed its accounting policy in respect of the basis for determining the income and expense relating to its post employment defined benefits plans. The change in accounting policy has been made retrospectively. The adoption of FRS 119 (2011) has no significant impact to the financial statements of the Group.

(r)

Borrowing Costs Borrowing costs, directly attributable to the acquisition and construction of property, plant and equipment are capitalised as part of the cost of those assets, until such time as the assets are ready for their intended use or sale. Capitalisation of borrowing costs is suspended during extended periods in which active development is interrupted. All other borrowing costs are recognised in profit or loss as expenses in the period in which they are incurred.

annual report 2014 DELLOYD VENTURES BERHAD

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

68 68

4.

SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (s)

Related Parties A party is related to an entity (referred to as the “reporting entity”) if:(i)

A person or a close member of that person’s family is related to a reporting entity if that person:■ ■ ■

(ii)

has control or joint control over the reporting entity; has significant influence over the reporting entity; or is a member of the key management personnel of the reporting entity or of a parent of the reporting entity.

An entity is related to a reporting entity if any of the following conditions applies:■ ■ ■ ■ ■ ■ ■

The entity and the reporting entity are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others). One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member). Both entities are joint ventures of the same third party. One entity is a joint venture of a third entity and the other entity is an associate of the third entity. The entity is a post-employment benefit plan for the benefit of employees of either the reporting entity or an entity related to the reporting entity. If the reporting entity is itself such a plan, the sponsoring employers are also related to the reporting entity. The entity is controlled or jointly controlled by a person identified in (a) above. A person identified in (a)(i) above has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity).

Close members of the family of a person are those family members who may be expected to influence, or be influenced by, that person in their dealings with the entity. (t)

Contingent Liabilities A contingent liability is a possible obligation that arises from past events and whose existence will only be confirmed by the occurrence of one or more uncertain future events not wholly within the control of the Group. It can also be a present obligation arising from past events that is not recognised because it is not probable that an outflow of economic resources will be required or the amount of obligation cannot be measured reliably. A contingent liability is not recognised but is disclosed in the notes to the financial statements. When a change in the probability of an outflow occurs so that the outflow is probable, it will then be recognised as a provision.

(u)

Operating Segments An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. An operating segment’s operating results are reviewed regularly by the chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.

(v)

Revenue Recognition (i)

Sale of Goods Revenue is measured at fair value of the consideration received or receivable and is recognised upon delivery of goods and customers’ acceptance and where applicable, net of returns and trade discounts.

(ii)

Services Revenue is recognised upon the rendering of services and when the outcome of the transaction can be estimated reliably. In the event the outcome of the transaction could not be estimated reliably, revenue is recognised to the extent of the expenses incurred that are recoverable.

(iii)

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

(iv)

Dividend Income Dividend income from investment is recognised when the right to receive dividend payment is established.

DELLOYD VENTURES BERHAD annual report 2014

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 4.

69

SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (v)

Revenue Recognition (Cont’d) (v)

(w)

Rental Income Rental income is recognised on an accrual basis.

Fair Value Measurements Fair value is 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, regardless of whether that price is directly observable or estimated using a valuation technique. The measurement assumes that the transaction takes place either in the principal market or in the absence of a principal market, in the most advantageous market. For non-financial asset, the fair value measurement takes into account a market’s participant’s ability to generate economic benefits by using the asset 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. For financial reporting purposes, the fair value measurements are analysed into level 1 to level 3 as follows:Level 1: Inputs are quoted prices (unadjusted) in active markets for identical assets or liability that the entity can access at the measurement date; Level 2: Inputs are inputs, other than quoted prices included within level 1, that are observable for the asset or liability, either directly or indirectly; and Level 3: Inputs are unobservable inputs for the asset or liability. The transfer of fair value between levels is determined as of the date of the event or change in circumstances that caused the transfer.

annual report 2014 DELLOYD VENTURES BERHAD

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

70 70

5.

INVESTMENT IN SUBSIDIARIES THE COMPANY 2014 2013 RM’000 RM’000 Unquoted shares, at cost At 1 April 2013/2012 Addition during the financial year Recharge of share options granted to employees of subsidiaries

136,556 9,500

At 31 March 2014/2013

146,056

-

139,874 (3,318) 136,556

Accumulated impairment losses:At 1 April 2013/2012 Addition during the financial year Reversal during the financial year

At 31 March 2014/2013

(5,741) 68

(5,160) (581) -

(5,673)

(5,741)

140,383

130,815

The details of the subsidiaries are as follows:-

COMPANY

COUNTRY OF INCORPORATION

EFFECTIVE EQUITY INTEREST 2014 2013

PRINCIPAL ACTIVITIES

Delloyd Industries (M) Sdn Bhd

Malaysia

100%

100%

Manufacturing and trading of automotive parts and accessories.

Magnavision (M) Sdn Bhd

Malaysia

100%

100% (a)

Servicing and repairing motor vehicles.

Delloyd Industries (Thailand) Co. Ltd. *

Thailand

100%

100% (a)

Manufacturing and trading of automotive parts and accessories.

GMI Mould Industries Sdn Bhd

Malaysia

100%

100% (a)

Fabrication of moulds.

Delloyd-TIMS (Thailand)Co. Ltd.*

Thailand

90%

- (a)

Delloyd Electronics (M) Sdn Bhd

Malaysia

100%

100%

Manufacturing and trading of electronic automotive parts and accessories.

Delloyd Auto Parts Mfg Sdn Bhd

Malaysia

100%

100%

Manufacturing and trading of automotive parts and accessories.

Delloyd Auto Parts (M) Sdn Bhd

Malaysia

100%

100%

Wholesale of automotive parts and accessories.

Delloyd (Malaysia) Sdn Bhd

Malaysia

100%

100%

Property investment, provision of building maintenance services and exporting of automotive parts and accessories.

DELLOYD VENTURES BERHAD annual report 2014

Manufacturing and trading of automotive parts and accessories

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 5.

71

INVESTMENT IN SUBSIDIARIES (CONT’D) The details of the subsidiaries are as follows:-

COMPANY

COUNTRY OF INCORPORATION

EFFECTIVE EQUITY INTEREST 2014 2013

PRINCIPAL ACTIVITIES

Delloyd Management Services (M) Sdn Bhd

Malaysia

100%

100%

Investment holding and provision of management services.

Delloyd R & D (M) Sdn Bhd

Malaysia

100%

100%

Providing research development services.

Delloyd Infocomm Sdn Bhd

Malaysia

100%

100%

Investment holding.

Premier Asian Auto Publications (M) Sdn Bhd

Malaysia

97.52%

Delloyd Plantation Sdn Bhd

Malaysia

90%

90%

Cultivation of oil palm.

Republic of Indonesia

54%

54% (c)

Cultivation of oil palm and milling of fresh fruit bunches.

ATOZ Motor Marketing Sdn Bhd

Malaysia

100%

100%

Distribution of motor vehicles.

ATOZ Motor Services Sdn Bhd

Malaysia

100%

100% (d)

Distribution of motor vehicles.

ATOZ Motor Concept Sdn Bhd

Malaysia

-

100% (d)

Distribution of motor vehicles.

ATOZ Motor Workshop Sdn Bhd

Malaysia

-

100% (d)

Servicing and repairing motor vehicles.

Vantage Speed Sdn Bhd

Malaysia

100%

100% (d)

Distribution of motor vehicles.

Delloyd Corporation Sdn Bhd

Malaysia

100%

100%

Investment holding.

PT Asian Auto International *

Republic of Indonesia

90%

PT Rebinmas Jaya *

97.52% (b)

51% (e)

and

Magazine publisher.

Manufacturing and assembly of completely built-up (CBU) bus and bus chassis.

* - These subsidiaries were audited by other firms of chartered accountants. (a) (b) (c) (d) (e)

Held by Delloyd Industries (M) Sdn Bhd Held by Delloyd Infocomm Sdn Bhd Held by Delloyd Plantation Sdn Bhd Held by Atoz Motor Marketing Sdn Bhd Held by Delloyd Corporation Sdn Bhd

During the financial year, the Company subscribed for an additional RM9,500,000 ordinary shares of RM1.00 each in Delloyd (Malaysia) Sdn Bhd, at par. The Group had disposed of 2 subsidiaries, namely Atoz Motor Concept Sdn Bhd and Atoz Motor Workshop Sdn Bhd for a total consideration of RM2.

annual report 2014 DELLOYD VENTURES BERHAD

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

72 72

5.

INVESTMENT IN SUBSIDIARIES (CONT’D) The non-controlling interests at the end of the reporting period comprise the following:THE GROUP 2014 RM’000 Delloyd Plantation Sdn Bhd PT Rebinmas Jaya Other individually immaterial subsidiaries

2013 RM’000

13,090 9,278 313

11,183 12,824 (1,108)

22,681

22,899

The summarised audited financial information (before intra-group elimination) for each subsidiary that has non-controlling interests that are material to the Group is as follows:DELLOYD PLANTATION SDN BHD THE GROUP 2014 2013 RM’000 RM’000 At 31 March Non-current assets Current assets Non-current liabilities Current liabilities

213,518 29,884 (13,619) (89,604)

220,528 35,714 (27,567) (88,968)

Net assets

140,179

139,707

Financial year ended 31 March Revenue Profit for the financial year Total comprehensive income

109,481 6,691 472

78,532 11,445 8,783

(1,873) -

1,226 315

31,338 (14,477) (17,178)

24,233 (14,400) (9,047)

Total comprehensive (expenses)/income attributable to non-controlling interests Dividends paid to non-controlling interests Net cash flows from operating activities Net cash flows for investing activities Net cash flows for financing activities

DELLOYD VENTURES BERHAD annual report 2014

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 5.

INVESTMENT IN SUBSIDIARIES (CONT’D) The summarised audited financial information (before intra-group elimination) for each subsidiary that has non-controlling interests that are material to the Group is as follows (Cont’d):-

PT REBINMAS JAYA 2014 2013 RM’000 RM’000 At 31 March Non-current assets Current assets Non-current liabilities Current liabilities

6.

128,819 27,348 (13,460) (107,732)

134,792 33,655 (27,398) (103,856)

Net assets

34,975

37,193

Financial year ended 31 March Revenue Profit for the financial year Total comprehensive (expenses)/income

95,723 1,535 (4,683)

64,185 5,728 3,066

Total comprehensive (expenses)/income attributable to non-controlling interests

(1,873)

1,226

Net cash flows from operating activities Net cash flows from investing activities Net cash flows from financing activities

18,268 15,951 3,354

15,533 14,219 546

INVESTMENT IN ASSOCIATES THE GROUP

Unquoted shares, at cost Share of post acquisition profits Translation difference

2014 RM’000

2013 RM’000

28,469 19,757 29

18,899 19,626 -

48,255

38,525

annual report 2014 DELLOYD VENTURES BERHAD

73

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

74 74

6.

INVESTMENT IN ASSOCIATES (CONT’D) The details of the associates are as follows:-

COMPANY

COUNTRY OF INCORPORATION

EFFECTIVE EQUITY INTEREST 2014 2013

PRINCIPAL ACTIVITIES

Ichikoh (M) Sdn Bhd

Malaysia

30%

30% (a)

Manufacturing of lamps, mirrors and other automotive parts.

Autoparts Networks Alliances Sdn Bhd

Malaysia

21%

21% (b)

Trading and manufacturing of interior automotive parts and precision and component parts.

Intelli-Telematics Asia Sdn Bhd

Malaysia

40%

40% (c)

General trading and dealing in electronic components and security systems.

Brose Delloyd Automotive Co. Limited

Thailand

40%

40% (d)

Manufacturing of window regulators for automotive parts.

PT JFD Indonesia

Indonesia

21%

21% (e)

Trading and manufacturing of automotive parts.

PT Murakami Delloyd Indonesia (formerly known as PT Delloyd)

Indonesia

49%

49% (f)

Manufacturing and trading of automotive parts and accessories.

(a)

Held by Delloyd Electronics (M) Sdn Bhd. The results of Ichikoh (M) Sdn Bhd are equity accounted based on the audited financial results for the year ended 31 March 2014.

(b)

Held by Delloyd Industries (M) Sdn Bhd. The results of Autoparts Networks Alliances Sdn Bhd are equity accounted based on the audited results for the financial year ended 31 December 2013 and the unaudited results for the 3-month period ended 31 March 2014.

(c)

Held by Delloyd Infocomm Sdn Bhd. The results of Intelli-Telematics Asia Sdn Bhd are equity accounted based on the audited financial results for the financial year ended 31 December 2013 and the unaudited results for the 3-month period ended 31 March 2014.

(d)

Held by Delloyd Electronics (M) Sdn Bhd. The results of Brose Delloyd Automotive Co., Ltd. are equity accounted based on the audited financial results for the financial year ended 31 December 2013 and the unaudited results for the 3-month period ended 31 March 2014.

(e)

Held by Delloyd Electronics (M) Sdn Bhd. The results of PT JFD are equity accounted based on the audited financial results for the financial year ended 31 March 2014.

(f)

Held by Delloyd Industries (M) Sdn Bhd. The results of PT Murakami Delloyd Indonesia are equity accounted based on the audited financial results for the financial period ended 31 December 2013 and the unaudited results for the 3-month period ended 31 March 2014

DELLOYD VENTURES BERHAD annual report 2014

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 6.

INVESTMENT IN ASSOCIATES (CONT’D) The summarised financial information for each associate that is material to the Group is as follows:Brose Delloyd Automotive Co., Ltd. Unaudited Unaudited 2014 2013 RM’000 RM’000 At 31 March Non-current assets Current assets Non-current liabilities Current liabilities

4,733 26,947 (12,408) (90)

4,290 16,777 (7,694) (34)

Net assets

19,182

13,339

12 month period ended 31 March Revenue Profit for the financial year Total comprehensive income

50,027 6,476 5,842

45,732 5,476 5,630

Group’s share of profit for the financial year Group’s share of other comprehensive (expenses)/income

2,590 (253)

2,190 62

Group share of net assets/Carrying amount of the Group’s interests in this associate

7,672

5,335

Ichikoh (M) Sdn Bhd Audited Audited 2014 2013 RM’000 RM’000 At 31 March Non-current assets Current assets Current liabilities

52,328 70,003 (18,912)

39,302 65,349 (8,744)

Net assets

103,419

95,907

Financial year ended 31 March Revenue Profit for the financial year/Total comprehensive income

128,196 12,228

114,116 9,434

3,668 1,415

2,830 906

31,026

28,772

Group’s share of profit for the financial year Dividend received Group share of net assets/Carrying amount of the Group’s interests in this associate

annual report 2014 DELLOYD VENTURES BERHAD

75

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

76 76

6.

INVESTMENT IN ASSOCIATES (CONT’D) The summarised financial information for each associate that is material to the Group is as follows (Cont’d):-

PT Murakami Delloyd Indonesia Unaudited Audited 2014 2013 RM’000 RM’000 At 31 March Non-current assets Current assets Non-current liabilities Current liabilities

13,538 52,264 (596) (45,855)

16,827 63,241 (72,160)

Net assets

19,351

7,908

12 month period ended 31 March Revenue (Loss)/Profit for the financial year Total comprehensive (expenses)/income

60,781 (8,475) (8,089)

70,942 96 159

Group’s share of (loss)/profit for the financial year Group’s share of other comprehensive income

(4,153) 189

47 31

Group share of net assets/Carrying amount of the Group’s interests in this associate

9,482

3,875

Other Individually Immaterial Associates 2014 2013 RM’000 RM’000 Financial year ended 31 March Group’s share of loss for the financial year Group’s share of other comprehensive income/(expenses) Group’s share of total comprehensive expenses Aggregate carrying amount of the Group’s interests in these associates

(559) 90 (559)

(886) (90) (976)

75

543

The Group has not recognised losses relating to PT JFD Indonesia, where its share of losses exceeds the Group’s interest in this associate. The Group’s cumulative share of unrecognised losses at the end of the reporting period is RM103,763 (2013 – Nil). The Group has no obligation in respect of these losses.

DELLOYD VENTURES BERHAD annual report 2014

7.

Freehold land Freehold buildings Leasehold land - short term Leasehold buildings Plant and machinery Factory equipment Motor vehicles Office equipment Store and store equipment Furniture and fittings Laboratory equipment Moulds Capital-work-in progress - oil mill

NET BOOK VALUE

THE GROUP

2,540 1,529 6,766 905 1,498 559 166 971 310 7,413 6,840 29,497

1,198

118,186

ADDITIONS RM’000

21,662 26,693 8,327 38,127 4,613 4,986 1,461 920 905 217 9,077

AT 01.04.2013 RM’000

PROPERTY, PLANT AND EQUIPMENT

(188)

-

(4) (135) (5) (2) (42)

DISPOSALS RM’000

(104)

-

(38) (62) (4) -

WRITTEN OFF RM’000

-

-

(8) 8 (61) 61 -

RECLASSIFICATION RM’000 (Note9)

(12,939)

-

(301) (175) (456) (4,921) (943) (1,632) (711) (227) (227) (106) (3,240)

DEPRECIATION CHARGE RM’000

(3,356)

(120)

3 (827) (2,151) (19) (195) (18) (2) (24) (2) (1)

TRANSLATION DIFFERENCES RM’000

131,096

7,918

21,662 26,392 2,368 8,573 37,809 4,526 4,522 1,163 857 1,619 480 13,207

AT 31.03.2014 RM’000

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

annual report 2014 DELLOYD VENTURES BERHAD

77

7.

Freehold land Freehold buildings Leasehold land - short term Leasehold buildings Plant and machinery Factory equipment Motor vehicles Office equipment Store and store equipment Furniture and fittings Laboratory equipment Moulds Capital-work-in progress -oil mill

NET BOOK VALUE

THE GROUP

1,301 91 3,371 917 1,104 1,041 80 241 101 5,806 1,198 15,251

-

142,094

ADDITIONS RM’000

23,331 29,898 4,849 16,314 42,784 4,996 6,049 1,339 1,103 991 190 10,250

AT 01.04.2012 RM’000

PROPERTY, PLANT AND EQUIPMENT (CONT’D)

DELLOYD VENTURES BERHAD annual report 2014 527

-

527

ACQUISITION OF BUSINESS RM’000

(15,207)

-

(4,292) (6,508) (892) (260) (493) (144) (61) (21) (2,536)

DISPOSALS RM’000

(1,533)

-

(36) (1,430) (10) (57) -

WRITTEN OFF RM’000

(5,768)

-

(1,770) (3,998) -

RECLASSIFICATION RM’000 (Note 9)

(15,396)

-

(737) (314) (779) (4,748) (1,028) (1,587) (752) (201) (249) (72) (4,929)

DEPRECIATION CHARGE RM’000

(1,782)

-

101 229 (243) (755) (958) (12) (87) (13) (1) (2) (41)

TRANSLATION DIFFERENCES RM’000

118,186

1,198

21,662 26,693 8,327 38,127 4,613 4,986 1,461 920 905 217 9,077

AT 31.03.2013 RM’000

78 78 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 7.

79

PROPERTY, PLANT AND EQUIPMENT (CONT’D)

THE GROUP

AT COST RM’000

IMPAIRMENT LOSSES RM’000

ACCUMULATED DEPRECIATION RM’000

NET BOOK VALUE RM’000

At 31.03.2014 Freehold land Freehold buildings Leasehold land - short term Leasehold buildings Plant and machinery Factory equipment Motor vehicles Office equipment Store and store equipment Furniture and fittings Laboratory equipment Moulds Capital-work-in progress - oil mill

21,662 32,818 2,540 10,235 72,110 15,868 12,330 7,484 1,547 3,696 2,257 51,166 7,918 241,631

AT COST RM’000

(804) (72) (876)

IMPAIRMENT LOSSES RM’000

(6,426) (172) (1,662) (33,497) (11,270) (7,808) (6,321) (690) (2,077) (1,777) (37,959) (109,659)

ACCUMULATED DEPRECIATION RM’000

21,662 26,392 2,368 8,573 37,809 4,526 4,522 1,163 857 1,619 480 13,207 7,918 131,096

NET BOOK VALUE RM’000

At 31.03.2013 Freehold land Freehold buildings Leasehold buildings Plant and machinery Factory equipment Motor vehicles Office equipment Store and store equipment Furniture and fittings Laboratory equipment Moulds Capital-work-in progress - oil mill

21,662 32,818 9,676 68,673 15,512 12,650 8,419 1,474 2,804 1,663 47,861 1,198 224,410

(838) (76) (914)

(6,125) (1,349) (29,708) (10,823) (7,664) (6,958) (554) (1,899) (1,446) (38,784) (105,310)

21,662 26,693 8,327 38,127 4,613 4,986 1,461 920 905 217 9,077 1,198 118,186

annual report 2014 DELLOYD VENTURES BERHAD

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

80 80

7.

PROPERTY, PLANT AND EQUIPMENT (CONT’D) (a)

During the financial year, the Group made the following cash payments to purchase plant and equipment:THE GROUP 2014 RM’000

(b)

2013 RM’000

At Net Book Value Cost of plant and equipment Financed by finance lease

29,497 (3,717)

15,251 -

Cash payments

25,780

15,251

The following plant and equipment were acquired under finance lease terms and these leased assets have been pledged as security for the related finance lease liabilities of the Group. THE GROUP

At Net Book Value Plant and machinery Motor vehicles

(c)

2014 RM’000

2013 RM’000

3,338 24

-

3,362

-

The following property, plant and equipment have been pledged to the licensed banks as security for banking facilities (other than finance lease liabilities) granted to the Group. THE GROUP

At Net Book Value Freehold buildings Leasehold buildings Plant and machinery

DELLOYD VENTURES BERHAD annual report 2014

2014 RM’000

2013 RM’000

1,496 6,099 11,287

1,515 7,194 14,501

18,882

23,210

8.

Freehold land and matured plantation Leasehold land - short term Freehold buildings Leasehold buildings Roads and bridges Immature plantation

NET BOOK VALUE

THE GROUP

288 1,228 4,906 6,422

20,848 422 3,638 6,228 21,011

176,585

ADDITIONS RM’000

124,438

AT 01.04.2013 RM’000

PLANTATION DEVELOPMENT EXPENDITURE

(128)

(128)

-

WRITTEN OFF RM’000

-

(9,687)

9,687

RE-CLASSIFICATION RM’000

(5,380)

(377) (72) (222) (943) -

(3,766)

AMORTISATION CHARGE RM’000

(10,014)

(2,083) (361) (606) (2,094)

(4,870)

TRANSLATION DIFFERENCES RM’000

167,485

18,388 350 3,343 5,907 14,008

125,489

AT 31.03.2014 RM’000

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

annual report 2014 DELLOYD VENTURES BERHAD

81

8.

Freehold land and mature plantation Leasehold land - short term Freehold buildings Leasehold buildings Roads and bridges Immature plantation

NET BOOK VALUE

THE GROUP

1,203 1,218 7,139 9,560

22,388 495 2,740 6,197 36,924

176,690

ADDITIONS RM’000

107,946

AT 01.04.2012 RM’000

DELLOYD VENTURES BERHAD annual report 2014 (158)

(158)

-

-

(21,284)

21,284

WRITTEN OFF RECLASSIFICATION RM’000 RM’000

PLANTATION DEVELOPMENT EXPENDITURE (CONT’D)

(5,181)

(570) (73) (188) (933) -

(3,417)

AMORTISATION CHARGE RM’000

(4,326)

(970) (117) (254) (1,610)

(1,375)

TRANSLATION DIFFERENCES RM’000

176,585

20,848 422 3,638 6,228 21,011

124,438

AT 31.03.2013 RM’000

82 82 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 8.

83

PLANTATION DEVELOPMENT EXPENDITURE (CONT’D)

THE GROUP

AT COST RM’000

ACCUMULATED AMORTISATION RM’000

NET BOOK VALUE RM’000

At 31.03.2014 Freehold land and matured plantation Leasehold land - short term Freehold buildings Leasehold buildings Roads and bridges Immature plantation

145,415

(19,926)

125,489

22,154 1,451 4,294 9,946 14,008

(3,766) (1,101) (951) (4,039) -

18,388 350 3,343 5,907 14,008

197,268

(29,783)

167,485

142,467

(18,029)

124,438

24,622 1,451 4,452 9,675 21,011

(3,774) (1,029) (814) (3,447) -

20,848 422 3,638 6,228 21,011

203,678

(27,093)

176,585

At 31.03.2013 Freehold land and matured plantation Leasehold land - short term Freehold buildings Leasehold buildings Roads and bridges Immature plantation

The following plantation development expenditure have been pledged to the licensed banks as security for term loans granted to the Group:THE GROUP 2014 RM’000

2013 RM’000

Freehold land and matured plantation Leasehold land Freehold buildings Leasehold buildings

125,489 18,388 3,343

124,438 20,848 422 3,638

Net Book Value

147,220

149,346

annual report 2014 DELLOYD VENTURES BERHAD

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

84 84

9.

INVESTMENT PROPERTIES THE GROUP 2014 RM’000

2013 RM’000

At 1 April 2013/2012 Transfer from property, plant and equipment (Note 7) Depreciation charge Translation difference

7,126

1,763

At 31 March 2014/2013

6,758

(96) (272)

5,768 (28) (377) 7,126

The details of the investment properties are as follows:THE GROUP 2014 RM’000

2013 RM’000

At Cost: - Freehold land - Freehold buildings

1,940 5,759

2,024 5,977

Accumulated Depreciation

7,699 (941)

8,001 (875)

Net Book Value

6,758

7,126

The fair values of investment properties are analysed as follows:THE GROUP

Level 1 RM’000

Level 2 RM’000

Level 3 RM’000

Total RM’000

-

6,440

4,200

10,640

2014 Freehold land and buildings

The level 2 fair values of the freehold land and buildings have been derived using the market comparison approach performed by independent valuers. Sales price of comparable properties in close proximity are adjusted for differences in key attributes such as property size. The most significant input into this valuation approach is price per square foot of comparable properties. There has been no change to the valuation technique during the financial year. The level 3 fair values are estimated using unobservable inputs for the investment properties. The rental income and direct operating expenses arising from the investment properties that generate income was RM774,256 and RM25,768 (2013 - RM744,910 and RM38,730) respectively. There were no transfers between level 2 and level 3 during the financial year. Comparative fair value information is not presented by virtue of the exemption given in MFRS 13.

DELLOYD VENTURES BERHAD annual report 2014

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 10.

OTHER INVESTMENTS THE GROUP

Corporate membership in golf clubs Unquoted shares outside Malaysia

Represented by:At cost At fair value

11.

2014 RM’000

2013 RM’000

295 2,306

295 2,306

2,601

2,601

2,306 295

2,306 295

2,601

2,601

(a)

The Group designated its investments in corporate membership in golf clubs as available-for-sale financial assets and measured at fair value.

(b)

Investment in unquoted shares of the Group is designated as available-for-sale financial assets, are stated at cost as their fair values cannot be reliably measured using valuation techniques due to the lack of marketability of the shares.

GOODWILL THE GROUP 2014 RM’000

2013 RM’000

At 1 April 2013/2012 Acquisition of business

11,480 -

10,044 1,876

Arising from translation differences

11,480 (963)

11,920 (440)

At 31 March 2014/2013

10,517

11,480

annual report 2014 DELLOYD VENTURES BERHAD

85

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

86 86

11.

GOODWILL (CONT’D) (a)

The carrying amount of goodwill allocated to each cash-generating unit is as follows:-

2014 RM’000 Plantation segment Automotive segment

(b)

2013 RM’000

8,641 1,876

9,604 1,876

10,517

11,480

The Group assessed the recoverable amount of goodwill allocated and determined that no impairment is required. The recoverable amounts of the cash-generating units are determined using the value-in-use approach, and this is derived from the present value of the future cash flows from the operating segments computed based on the projections of financial budgets approved by management covering a period of 3 years. The key assumptions used in the determination of the recoverable amounts are as follows:-

GROSS MARGIN 2015 2014 Plantation segment Automotive segment

(c)

THE GROUP

38.7% 15.6%

41.9% 17.2%

GROWTH RATE 2015 2014 27.6% 9.8%

38.5% 30.8%

DISCOUNT RATE 2015 2014 12.5% 8.4%

12.8% 8.9%

In the previous financial year, the Group acquired the business of manufacturing and trading of automotive parts and accessories, namely column switches for a total purchase consideration of RM3,600,000, analysed as follows:-

2014 RM’000

THE GROUP

2013 RM’000

Plant and equipment Inventories Add: Goodwill on acquisition

-

527 1,197 1,876

Purchase consideration

-

3,600

DELLOYD VENTURES BERHAD annual report 2014

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 12.

87

DEFERRED TAX ASSETS

2014 RM’000

THE GROUP

2013 RM’000

At 1 April 2013/2012 Recognised in profit or loss (Note 38): - for the financial year - (over)/underprovision in the previous financial year Translation differences Arising from disposal of subsidiary

3,666

6,243

At 31 March 2014/2013

3,523

3,666

The components of the deferred tax assets are as follows:Provisions and others Writedown of inventories Accelerated depreciation over capital allowances Unabsorbed capital allowances Unutilised tax losses

2,326 745 30 152 270

2,770 614 25 257

3,523

3,666

280 (342) (69) (12)

(2,358) 786 (98) (907)

No deferred tax assets are recognised in respect of the following items as it is not probable that taxable profits of the affected subsidiaries will be available against which the deductible temporary differences can be utilised. Details of the unrecognised deferred tax assets are as follows:THE GROUP

Unutilised tax losses Allowance for impairment loss on trade receivable Others

2014 RM’000

2013 RM’000

2,128 374 320

1,605 598 238

2,822

2,441

annual report 2014 DELLOYD VENTURES BERHAD

88 88

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 13.

INVENTORIES

THE GROUP

AT COST RM’000

AT NET REALISABLE VALUE RM’000

TOTAL RM’000

14,913 2,025 24,145 1,343 2,981

2,288 3,060 -

17,201 2,025 27,205 1,343 2,981

3,187

-

3,187

48,594

5,348

53,942

16,407 1,478 16,073 2,285 10,045

2,526 1,832 -

18,933 1,478 17,905 2,285 10,045

3,970

-

3,970

50,258

4,358

54,616

At 31.03.2014 Raw materials Work-in-progress Finished goods Goods-in-transit Agriculture produce Fertilisers, spare parts, hardware and other consumables

At 31.03.2013 Raw materials Work-in-progress Finished goods Goods-in-transit Agriculture produce Fertilisers, spare parts, hardware and other consumables

The amount of writeback in value for inventories recognised in the cost of sales amounted to RM207,303 (2013 - RM1,740,576).

14.

TRADE RECEIVABLES THE GROUP 2014 RM’000 Trade receivables Allowance for impairment losses

2013 RM’000

71,110 (1,996)

56,441 (2,180)

69,114

54,261

Allowance of impairment losses:At 1 April 2013/2012 Addition during the financial year Translation differences Written off during the financial year

(2,180) (7) 180 11

(2,129) (163) 76 36

At 31 March 2014/2013

(1,996)

(2,180)

The Group’s normal trade credit terms range from 30 to 120 days. Other credit terms are assessed and approved on a case-by-case basis.

DELLOYD VENTURES BERHAD annual report 2014

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 15.

OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS THE GROUP 2014 2013 RM’000 RM’000 Other receivables Deposits Prepayments

16.

89

THE COMPANY 2014 2013 RM’000 RM’000

5,166 8,858 1,476

6,105 7,895 1,040

2 -

2 -

15,500

15,040

2

2

AMOUNTS OWING BY SUBSIDIARIES The amounts owing by subsidiaries are non-trade in nature, are unsecured, interest-free and receivable on demand except for an amount of RM71,588,043 (2013 - RM27,853,022) owing by subsidiaries at the end of the reporting period which is subjected to an interest of 6% (2013 - 6%) per annum.

17.

SHORT-TERM INVESTMENTS THE GROUP 2014 2013 RM’000 RM’000 Equity fund unit trusts in Malaysia, at fair value

18.

36,486

23,081

THE COMPANY 2014 2013 RM’000 RM’000 13,635

219

DEPOSITS WITH FINANCIAL INSTITUTIONS The deposits with financial institutions of the Group at the end of the reporting period bore effective interest rates ranging from 0.60% to 3.15% (2013 - 0.60% to 3.30%) per annum. The deposits have maturity periods ranging from 1 to 365 days (2013 - 1 to 365 days). Included in deposits with licensed banks of the Group at the end of the reporting period is an amount of RM61,847 (2013 - RM115,030) which has been pledged to a licensed bank as security for a bank guarantee facility utilised by the Group

annual report 2014 DELLOYD VENTURES BERHAD

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

90 90

19.

DERIVATIVE ASSET/(LIABILITIES) CONTRACT/ NOTIONAL AMOUNT 31.03.2014 RM’000

THE GROUP 2014 2013 RM’000 RM’000

THE COMPANY 2014 2013 RM’000 RM’000

Derivative asset: CPO futures

1,389

(a)

82

57

Derivative liabilities: Forward foreign currency contracts Interest rate swap

2,086 9,850

(b) (c)

(27) (33)

(75) (128)

(33)

(128)

(d)

(60)

(203)

(33)

(128)

-

-

The Group does not apply hedge accounting.

20.

SHARE CAPITAL The movements in the authorised and paid-up share capital are as follows:THE GROUP / THE COMPANY 2014 2013 2014 NUMBER OF SHARES RM’000 ’000 ’000

2013 RM’000

AUTHORISED

21.

ORDINARY SHARES OF RM1 EACH

500,000

500,000

500,000

500,000

ISSUED AND FULLY PAID-UP

100,004

100,004

100,004

100,004

SHARE PREMIUM The share premium is not distributable by way of dividends and may be utilised in the manner set out in Section 60(3) of the Companies Act 1965.

DELLOYD VENTURES BERHAD annual report 2014

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 22.

91

TREASURY SHARES The shareholders of the Company, by an ordinary resolution passed at the Seventeenth Annual General Meeting held on 12 September 2013, renewed their approval for the Company’s plan to purchase its own ordinary shares from the open market under the share buy-back program. The details of the shares purchased and held as treasury shares are as follows:-

DATE Prior to Year 2007 May 2007 June 2007 September 2007 March 2009 November 2009 December 2009 January 2010 March 2010 June 2010 July 2010 August 2010 September 2010 November 2010 December 2010 February 2011 March 2011 June 2011 September 2011 November 2011 May 2012 September 2012 October 2012 January 2013

AVERAGE SHARE PRICE

NUMBER OF SHARES

TOTAL CONSIDERATION RM’000

1.845 1.850 1.615 1.470 2.085 2.465 2.682 3.015 2.821 2.770 2.922 3.000 3.137 3.227 3.500 3.446 3.617 3.276 3.515 3.567 3.422 3.315 3.225

1,000 134,700 1,000 655,800 38,000 18,000 195,200 130,700 536,700 137,600 60,700 135,400 86,700 127,500 94,500 132,600 439,500 2,000 90,800 1,000 20,400 29,200 104,100 34,100

2 251 2 1,057 57 38 480 350 1,618 388 168 396 260 400 305 464 1,515 7 297 4 73 100 345 110

3,207,200

8,687

1,000 20,900 4,200 49,000 124,000 3,400

3 66 14 157 396 11

202,500

647

3,409,700

9,334

Balance at 1 April 2013 June 2013 August 2013 October 2013 November 2013 December 2013 January 2014 Total purchases during the financial year Balance at 31 March 2014

3.385 3.150 3.318 3.202 3.194 3.241

All shares purchased under the share buy-back program were financed by internally generated funds. The shares purchased were retained as treasury shares and are presented as a deduction from shareholders’ equity.

annual report 2014 DELLOYD VENTURES BERHAD

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

92 92

23.

OTHER RESERVES THE GROUP 2014 2013 RM’000 RM’000 Translation deficit Fair value reserve

(a)

THE COMPANY 2014 2013 RM’000 RM’000

(10,748) 22

(7,593) 22

-

-

(10,726)

(7,571)

-

-

Translation Deficit Translation deficit arose from the translation of the financial statements of foreign subsidiaries and associates and are not distributable by way of dividends.

(b)

Fair Value Reserve The fair value reserve represents the cumulative fair value changes of available-for-sale financial assets until they are disposed of or impaired.

24.

RETAINED PROFITS Under the single-tier tax system, tax on the Company profit is the final tax and accordingly, any dividend to the shareholders are not subject to tax.

25.

LONG-TERM BORROWINGS THE GROUP 2014 2013 RM’000 RM’000 Term loans (Note 26) Finance lease payables (Note 33)

26.

THE COMPANY 2014 2013 RM’000 RM’000

5,847 2,100

25,778 -

1,140 -

9,180 -

7,947

25,778

1,140

9,180

TERM LOANS THE GROUP 2014 2013 RM’000 RM’000 Current portion: - not later than one year (Note 32)

THE COMPANY 2014 2013 RM’000 RM’000

21,603

20,938

8,040

8,040

Non-current portion: - later than one year and not later than two years - later than two years and not later than five years - later than five years

4,415 537 895

20,828 4,489 461

1,140 -

8,040 1,140 -

Sub-total (Note 25)

5,847

25,778

1,140

9,180

27,450

46,716

9,180

17,220

DELLOYD VENTURES BERHAD annual report 2014

26.

-

-

*

**

1 2 3 4 5 6 7

Term Loan

4,050 7,111 12,604 6,722 * 670,000 **

Installment Amount RM Monthly Monthly Monthly Monthly Monthly Monthly Monthly

Tenure

December 2007 December 2007 September 2013 September 2013 December 2013 July 2010 April 2014

Month of Commencement Of Repayment

376 661 15,832 17,220 12,627 46,716

27,450

2013 RM’000

The Group

1,143 609 7,707 9,180 8,811

2014 RM’000

Monthly installments ranging from United States Dollar (“USD”) 115,000 to USD165,000

9,180

9,180 17,220

17,220 -

The Company 2014 2013 RM’000 RM’000

Outstanding Amount

Monthly installments ranging from United States Dollar (“USD”) 175,000 to USD325,000.

180 180 120 120 48 60 54

Number Of Installments

The repayment terms of the term loans are as follows:-

TERM LOANS (CONT’D)

^ ^ ^ ^ ^^ # ^^

Security

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

annual report 2014 DELLOYD VENTURES BERHAD

93

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

94 94

26.

TERM LOANS (CONT’D) ^

-

legal charge over certain freehold buildings of a subsidiary.

^^

-

(i)

legal charge over certain leasehold plantation land and buildings of a subsidiary;

(ii)

corporate guarantee issued by the Company and two directors of the Company; and

(iii)

the subordination of advances from a subsidiary and a shareholder of a subsidiary.

(i)

legal charge over the freehold plantation land and buildings of a subsidiary; and

(ii)

corporate guarantee issued by the Company.

#

-

The significant covenants of the term loans are as follows:-

27.

(i)

The Group’s debt equity ratio shall not exceed 1.0 time. In the covenant, debt is defined as all indebtedness for borrowed monies whereas equity is defined as shareholders’ fund plus non-controlling interests less goodwill;

(ii)

The ratio of EBIDTA/(Interest expenses plus short-term and current portion of long term debts) shall not be less than 1.5 times; and

(iiii)

The adjusted leverage ratio of a subsidiary shall not be more than 0.5 time. In the covenant, the adjusted leverage is defined as total liabilities less amount owing to shareholders over net worth plus amount owing to shareholders.

AMOUNTS OWING BY/(TO) RELATED PARTIES THE GROUP 2014 RM’000

2013 RM’000

321 249

9,373 3,463

570

12,836

(99) (7,882)

(314) (8,893)

(7,981)

(9,207)

(7,411)

3,629

Amounts owing by related parties:Trade Non-trade

Amounts owing to related parties:Trade Non-trade

Net amount owing (to)/by related parties The net amount owing (to)/by related parties is analysed as follows:Amounts owing by related parties Amounts owing to related parties - current portion - non-current portion

DELLOYD VENTURES BERHAD annual report 2014

333

12,836

(4,893) (2,851)

(5,939) (3,268)

(7,744)

(9,207)

(7,411)

3,629

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 27.

AMOUNTS OWING BY/(TO) RELATED PARTIES (CONT’D) The following table provides information on the amounts owing by/(to) related parties prior to their offsetting:-

Gross Amount RM’000

Amount Offset RM’000

Net Carrying Amount RM’000

2014 Amounts owing by Amounts owing to

570 (7,981)

2013 Amounts owing by Amounts owing to

12,836 (9,207)

(237) 237

-

333 (7,744)

12,836 (9,207)

The trade balances are subject to a credit term of 30 days . The non-trade balances are unsecured, interest-free and receivable/repayable on demand.

28.

DEFERRED TAX LIABILITIES

2014 RM’000

THE GROUP 2013 RM’000

At 1 April 2013/2012 Recognised in profit or loss (Note 38): - for the financial year - overprovision in the previous financial year - effect of proposed change in corporate income tax rates from 25% to 24% Translation differences Arising from disposal of subsidiaries

14,376

15,570

At 31 March 2014/2013

13,287

321 (474)

(749) (52)

(77) (857) (2)

(393) 14,376

THE COMPANY 2014 2013 RM’000 RM’000 3,473

2,350

(3,473) -

1,123 -

-

-

-

3,473

annual report 2014 DELLOYD VENTURES BERHAD

95

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

96 96

28.

DEFERRED TAX LIABILITIES (CONT’D) The components of the deferred tax liabilities are as follows:THE GROUP 2013 RM’000

2014 RM’000 Accelerated capital allowances on qualifying costs: - property, plant and equipment - dividend receivable - fair value adjustment on plantation development expenditure - plantation development expenditure - others

29.

THE COMPANY 2014 2013 RM’000 RM’000

6,014 -

5,886 -

-

3,473

6,438 817 18

7,475 1,009 6

-

-

13,287

14,376

-

3,473

DEFERRED INCOME The deferred income relates to invoices billed in advance in respect of services to be rendered in the following financial years.

30.

TRADE PAYABLES The normal trade credit terms granted to the Group range from 30 to 90 days.

31.

OTHER PAYABLES AND ACCRUALS

2014 RM’000 Other payables Accruals

THE GROUP 2013 RM’000

THE COMPANY 2014 2013 RM’000 RM’000

20,392 5,968

14,139 5,052

661 186

324 214

26,360

19,191

847

538

Included in other payables and accruals of the Group is a provision for warranty claims of approximately RM1,678,104 (2013 RM2,487,820).

DELLOYD VENTURES BERHAD annual report 2014

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 31.

OTHER PAYABLES AND ACCRUALS (CONT’D) Included in other payables and accruals is a provision for employee benefits, as detailed below:

At 1 April 2013/2012 Amount recognised in profit or loss: - reversal during the year - current period charge - payment of employee retirement benefits Sub-total (Note 37) Translation differences At 31 March 2014/2013

2014 RM’000

THE GROUP 2013 RM’000

2,557

2,207

871 (120)

(283) 850 (121)

751 (269)

446 (96)

3,039

2,557

2014 RM’000

THE GROUP 2013 RM’000

The components of provision for employee benefits as at end of the reporting period are as follows:

Present value of employee benefits obligation Past service cost - unvested Actuarial gain - unvested

4,191 (148) (1,004)

4,601 (165) (1,879)

3,039

2,557

2014 RM’000

THE GROUP 2013 RM’000

The details of present value of employee benefits obligation are as follows:-

At 1 April 2013/2012 Current service costs Interest costs Payment Actuarial (gain)/loss Translation difference

4,601 671 140 (120) (580) (521)

3,899 791 112 (121) 652 (732)

At 31 March 2014/2013

4,191

4,601

annual report 2014 DELLOYD VENTURES BERHAD

97

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

98 98

31.

OTHER PAYABLES AND ACCRUALS (CONT’D) The charges recognised in profit or loss are detailed as follows:-

2014 RM’000 Current service costs Interest costs Past service costs Impact on curtailments Others

THE GROUP 2013 RM’000

671 140 2 58

791 112 2 (97) 42

871

850

As at the end of the reporting date, the Group accrued employee benefits expenses based on the actuarial valuation performed by PT Binaputera Jaga Hikmah, an independent actuary, adopting the Projected Unit Credit method, with the following principal actuarial assumptions:-

2014 RM’000 i) Mortality rate: - below age 25 - between age 25 to 30 - between age 30 to 35 - between age 35 to 40 - between age 40 to 45 - between age 45 to 50 - between age 50 to 55 ii) Retirement age iii) Disability rate (per annum) iv) Discount rate (per annum) v) Expected rate of salary increases (per annum)

32.

THE GROUP

0.00085 0.00076 0.00091 0.00153 0.00279 0.00538 0.00961 55 10% 8.67% / 8.70% 5% / 8%

2013 RM’000

0.00085 0.00076 0.00091 0.00153 0.00279 0.00538 0.00961 55 10% 6.47% / 6.52% 5% / 8%

SHORT-TERM BORROWINGS THE GROUP 2013 RM’000

2014 RM’000 Term loans (Note 26) Finance lease payables (Note 33)

DELLOYD VENTURES BERHAD annual report 2014

THE COMPANY 2014 2013 RM’000 RM’000

21,603 1,005

20,938 -

8,040 -

8,040 -

22,608

20,938

8,040

8,040

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 33.

99

FINANCE LEASE PAYABLES

2014 RM’000

THE GROUP 2013 RM’000

Minimum finance lease payments: - not later than one year - later than one year and not later than five years

1,155 2,207

-

Less : Future finance charges

3,362 (257)

-

Present value of finance lease payables

3,105

-

1,005

-

- later than one year and not later than five years (Note 25)

2,100

-

At 31 March 2014/2013

3,105

-

Current - later than one year and not later than five years (Note 32) Non-Current

The finance lease payables of the Group bear weighted average interest rate of 3.39% per annum and are secured by a subsidiary’s plant and machinery and motor vehicle.

34.

BANK OVERDRAFT In the previous financial year, the bank overdraft of the Group bore an effective interest rate of 10.23% (2013 – 10.73%) per annum and secured by a corporate guarantee of the Company.

35.

NET ASSETS PER SHARE The net assets per share is calculated based on the total equity attributable to owners of the Company of approximately RM433,092,000 (2013 - RM418,235,000) divided by the outstanding number of ordinary shares in issue, net of treasury shares, at the end of the reporting date of 96,594,550 shares (2013 - 96,797,050 shares).

36.

REVENUE

Automotive parts and accessories Vehicle distribution Fresh fruit bunches Crude palm oil Oil palm kernels and others Dividend income Others

THE GROUP 2014 2013 RM’000 RM’000

THE COMPANY 2014 2013 RM’000 RM’000

251,508 49,243 13,758 84,448 11,275 992

286,322 58,694 14,347 56,550 7,635 1,126

109,395 -

34,980 -

411,224

424,674

109,395

34,980

annual report 2014 DELLOYD VENTURES BERHAD

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

100 100

37.

PROFIT BEFORE TAXATION THE GROUP 2014 2013 RM’000 RM’000

THE COMPANY 2014 2013 RM’000 RM’000

Profit before taxation is arrived at after charging/ (crediting):Allowance for impairment losses on receivables Amortisation of plantation development expenditure Auditors’ remuneration Bad debts written off Depreciation of: - property, plant and equipment - investment properties Directors’ remuneration: - non-fee emoluments - fees - performance incentives Rental of premises Impairment losses on investment in a subsidiary Interest expense: - term loans - overdraft - revolving credit - advances from a related party - loan and receivables financial assets - finance lease payables Loss/(gain) on foreign exchange: - unrealised - realised Amounts written off: - plant and equipment - plantation development expenditure Rental of equipment Staff costs: - salaries, wages, bonuses and allowances - defined contribution plan - defined benefits plan Writedown in value of inventories Dividend income from short-term and other investments Fair value gain on derivatives Interest income: - deposits with licensed banks - advances to subsidiaries Gain on disposal of: - investment in subsidiaries - plant and equipment - short term investment Rental income Writeback in value of inventories Reversal of impairment loss on investment in a subsidiary Provision/(Writeback of provision) for warranty claims # - RM2

DELLOYD VENTURES BERHAD annual report 2014

7 5,380 199 3

163 5,181 217 7

35 -

35 -

12,939 96

15,396 28

-

-

3,484 394 528 1,343 -

3,119 412 462 1,236 -

271 -

294 581

1,909 4 9 404 7 44

2,659 14 272 433 -

638 -

1,015 -

11,376 (40)

3,742 370

-

1,533 158 5

-

104 128 14

(19) -

54,974 3,863 751 982 (713) (224)

50,787 3,697 446 2 (786) (213)

(74) (95)

(54) (98)

(819) -

(462) -

(202) (2,286)

(29) (1,041)

# (296) (122) (749) (207) 415

(694) (428) (729) (1,742) (266)

(11) (68) -

-

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 38.

101

INCOME TAX EXPENSE THE GROUP 2014 2013 RM’000 RM’000 Current tax: - Malaysian tax - Foreign tax

- Under/(Over)provision in the previous financial year

4,819 2,654

5,826 2,554

28,674 -

7,623 -

7,473

8,380

28,674

7,623

182 7,655

Deferred tax (Note 12 and 28): - relating to originating and reversal of temporary differences - overprovision in the previous financial year - effect of proposed change in corporate income tax rate from 25% to 24%

THE COMPANY 2014 2013 RM’000 RM‘000

41 (132) (77) 7,487

(222)

80

(270)

8,158

28,754

7,353

1,609 (838)

(3,210) (262)

1,122 -

-

-

-

8,929

25,282

8,475

Certain overseas subsidiaries of the Group that fall under the Indonesian taxation laws are generally subjected to the same tax rate of 25% (31.03.2013 - 25%) and any tax losses reported by those companies are allowed to be carried forward for a period of 5 years. The statutory tax rate will be reduced to 24% from the current financial year’s rate of 25%, effective year of assessment 2016. A reconciliation of income tax expense applicable to the profit before taxation at the statutory tax rate to income tax expense at the effective tax rate of the Group and the Company is as follows:THE GROUP 2014 2013 RM’000 RM’000 Profit before taxation Tax at the statutory tax rate Tax effects of:Non-taxable gains Non-deductible expenses Deferred tax assets not recognised during the financial year Utilisation of deferred tax assets previously not recognised (Over)/Underprovision in the previous financial year: - current tax - deferred tax Utilisation of reinvestment allowances Double deduction Effect of proposed change in corporate income tax rate from 25% to 24% on deferred tax Income tax expense for the financial year

THE COMPANY 2014 2013 RM’000 RM’000

35,796

43,566

110,892

33,947

8,949

10,891

27,723

8,487

(1,491) 2,672 472

(785) 258 1,088

(114)

(436)

(81) (132) (1,762) (949)

(222) (838) (261) (766)

(77) 7,487

(2,472) 213

(50) 308

-

-

-

-

80 (262) -

(270) -

-

-

-

8,929

25,282

8,475

annual report 2014 DELLOYD VENTURES BERHAD

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

102 102

39.

EARNINGS PER SHARE THE GROUP 2014 2013 RM’000 RM’000 Profit after taxation attributable to owners of the Company

27,432

32,929

Weighted average number of ordinary shares:Issued ordinary shares at 1 April 2013/2012, net of treasury shares Effects of treasury shares purchased during the financial year

96,797 (79)

96,985 (90)

96,718

96,895

28.4

34.0

Basic earnings per share (Sen)

The diluted earnings per share is not applicable as there is no dilutive potential ordinary shares outstanding at the end of the reporting period.

40.

DIVIDENDS THE GROUP/THE COMPANY 2014 2013 RM’000 RM’000 Final single-tier dividend of 7.0 sen per ordinary share in respect of financial year ended 31 March 2012

-

6,785

Interim single-tier dividend of 5.0 sen per ordinary share in respect of the financial year ended 31 March 2013

-

4,840

Final single-tier dividend of 5.0 sen per ordinary share in respect of financial year ended 31 March 2013

4,838

-

Interim single-tier dividend of 3.0 sen per ordinary share in respect of the financial year ended 31 March 2014

2,898

-

7,736

11,625

At the forthcoming Annual General Meeting, a final single-tier dividend of 5.0 sen per ordinary share in respect of the current financial year will be proposed for shareholders’ approval. The financial statements for the current financial year do not reflect this proposed dividend. Such dividend, if approved by the shareholders, will be accounted for as a liability in the financial year ending 31 March 2015.

DELLOYD VENTURES BERHAD annual report 2014

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 41.

103

SUMMARY OF EFFECTS OF DISPOSAL OF SUBSIDIARIES In the current financial year, Atoz Motor Marketing Sdn Bhd, a wholly-owned subsidiary of the Company disposed of 100% of its investments in Atoz Motor Concept Sdn Bhd and Atoz Motor Workshop Sdn Bhd for a total sale consideration of RM2. Consequently, both the companies ceased to be subsidiaries of the Group. Details of the net assets disposed of and the net cash flows from the disposal of the subsidiaries were as follows:THE GROUP 2014 2013 RM’000 RM’000 Non-current assets Current assets Non-current liabilities Current liabilities

-

15,960 28,151 (2,448) (33,915)

Group’s share of net assets disposed Derecognition of attributed translation deficit Transfer of fair value of net assets retained by the Group in the form of investment in associate

-

7,748 857

-

(3,797)

Group’s share of net assets disposed Gain on disposal

-

4,808 694

Proceeds from disposal Cash and cash equivalents of subsidiaries disposed

# -

5,502 (5,224)

Net cash inflows from disposal of subsidiaries

#

278

# - Represents RM2 The financial results of the subsidiaries disposed of in the current financial year are as follows:THE GROUP 2014 2013 RM’000 RM’000 Revenue Profit after taxation

42.

69 292

55,165 462

CASH AND CASH EQUIVALENTS For the purpose of the statements of cash flows, cash and cash equivalents comprise the following:THE GROUP 2014 2013 RM’000 RM’000 Deposits with financial Institutions (Note 18) Short-term investments Cash and bank balances Bank overdraft

THE COMPANY 2014 2013 RM’000 RM’000

705 36,486 34,207 -

3,383 23,081 31,544 (78)

13,635 4,857 -

219 5,628 -

71,398

57,930

18,492

5,847

annual report 2014 DELLOYD VENTURES BERHAD

104 104

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 43.

DIRECTORS’ REMUNERATION The aggregate amount of emoluments received and receivable by directors of the Group and of the Company during the financial year is as follows:THE GROUP 2014 2013 RM’000 RM’000

THE COMPANY 2014 2013 RM’000 RM’000

Executive directors’ remuneration: - salaries and other emoluments - defined contribution plan - fees - bonus - performance incentives

2,051 527 74 906 528

1,807 491 58 821 462

35 -

24 -

4,086

3,639

35

24

320

354

236

270

Total directors’ remuneration

4,406

3,993

271

294

Directors’ fee Directors’ non-fee emoluments

394 4,012

412 3,581

271 -

294 -

Total

4,406

3,993

271

294

Non-executive directors’ remuneration: - fees

The number of directors of the Company whose total remuneration during the financial year fell within the following bands is analysed below: NUMBER OF DIRECTORS 2014 2013 Executive directors : RM 350,001 - RM 400,000 RM 550,001 - RM 600,000 RM 600,001 - RM 650,000 RM 750,001 - RM 800,000 RM 800,001 - RM 850,000 RM 850,001 -RM 900,000 RM 1,150,001 - RM 1,200,000 RM 1,250,001 - RM 1,300,000

1 1 1 1 1 -

1 2 1

Non-executive directors: Below RM50,000 RM 50,001 - RM

2 3

1 4

10

9

100,000

DELLOYD VENTURES BERHAD annual report 2014

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 44.

105

RELATED PARTY DISCLOSURES (i)

Identities of related parties The Group has related party relationships with its directors, key management personnel, entities within the same group of companies, associates and entities controlled by the directors and persons connected to the directors.

(ii)

In addition to the information detailed elsewhere in the financial statements, the Group and the Company carried out the following significant transactions with the related parties during the financial year:-

NAMES OF RELATED PARTIES

NOTE

Delloyd Holdings (M) Sdn Bhd - rental of premises charged by - corporate expenses received from - insurance charged to - amount owing by

(a)

Lian Hwa Casting (M) Sdn Bhd - purchase of die-casting parts from - corporate expenses received from - insurance charged to - amount owing to - amount owing by

(b)

Delloyd Technology Resources (M) Sdn Bhd - purchases of automotive parts from - sub-contractor for supply of automotive parts to - rental received from - research and development fee received from - sale of mould and mould maintenance services to - sales of mould - acquisition of business - amount owing to

(c)

Automont Gatsby Sdn Bhd - sales of automotive parts and accessories to - purchases of automotive parts from - amount owing to

(d)

Gatsby Enterprise - sales of automotive parts and accessories to - amount owing by

(e)

Welloyd Engineering (M) Sdn Bhd - insurance charged to

(i)

Welloyd Properties Sdn Bhd - insurance charged to

(j)

Welloyd Land Sdn Bhd - insurance charged to

(j)

THE GROUP TRANSACTION VALUE/ BALANCES 2014 2013 RM’000 RM’000 848 4 71 10

990 4 39 39

2,957 4 3 44 -

3,786 4 3 280 2

-

87 564 24 82 32 240 3,600 105

6 9 -

27 8

45 -

68 74

9

8

1

1

25

25

annual report 2014 DELLOYD VENTURES BERHAD

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

106 106

44.

RELATED PARTY DISCLOSURES (CONT’D)

NAMES OF RELATED PARTIES

NOTE

Master Approach Sdn Bhd - insurance charged to - sales of automotive parts - vehicles maintenance service to - purchases of automotive parts - amount owing by

(f)

Taipan Hectares Sdn Bhd - interest expense - deemed interest charge - amount owing to

(g)

Intelli-Telematics Asia Sdn Bhd - subscription fees paid to - corporate expenses received from - purchases of GPS System from - rental received from - amount owing by - insurance charged to

(h)

Ichikoh (Malaysia) Sdn Bhd - purchases of automotive parts from - amount owing to

(h)

Brose Delloyd Automotive Co., Ltd - sales of automotive parts to - rental income - amount owing by

(h)

PT Murakami Delloyd Indonesia - sales of automotive parts to - purchases of automotive parts from - research and development charged to - interest income - royalty income received from - amount owing by - amount owing to

(h)

TIMS Thailand Co., Ltd - amount owing to

(h)

DELLOYD VENTURES BERHAD annual report 2014

THE GROUP TRANSACTION VALUE/ BALANCES 2014 2013 RM’000 RM’000 (404) 7,703

55 7 13 12 38 150 (584) 8,802

12 6 7 13 1

21 6 44 6 27 -

77 -

160 12

689 603 107

619 86

4,830 649 83 441 220

1,035 36 13 21 12,570 -

13

-

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 44.

107

RELATED PARTY DISCLOSURES (CONT’D) THE COMPANY TRANSACTION VALUE/ BALANCES 2014 2013 RM’000 RM’000

NAMES OF SUBSIDIARIES Atoz Motor Marketing Sdn Bhd - interest income - amount owing by

2 9,499

14 10,400

-

3,424

1,669 37,276

1,027 23,847

34

-

PT Asian Auto International - amount owing by

9,333

4,006

Delloyd (Malaysia) Sdn Bhd - interest income - amount owing by

484 27,397

-

Delloyd Infocomm Sdn Bhd - amount owing by

2

-

131 11,667

-

Delloyd Industries (Malaysia) Sdn Bhd - amount owing by Delloyd Plantation Sdn Bhd - interest income - amount owing by Delloyd Corporation Sdn Bhd - amount owing by

PT Rebinmas Jaya - interest income - amount owing by

(a)

A company in which Dato’ Sri Tee Boon Kee, Datin Sri Chung Geok Siew, Dato’ Tee Boon Keat and Chung Chee Sun, who are directors of the Company, have interests.

(b)

A company in which Datin Sri Chung Geok Siew and Chung Chee Sun, who are directors of the Company, have interests.

(c)

A company in which Dato’ Sri Tee Boon Kee, Dato’ Ir. Haji Noor Azmi Bin Jaafar, Datin Sri Chung Geok Siew and Chung Chee Sun, who are directors of the Company, have interests.

(d)

Dato’ Sri Tee Boon Kee and Dato’ Tee Boon Keat, who are directors of the Company, are persons connected with this company.

(e)

An enterprise in which a sibling member of Dato’ Sri Tee Boon Kee is a partner.

(f)

A company in which a close family member is a director.

(g)

A company in which Dato’ Sri Tee Boon Kee, Dato’ Ir. Haji Noor Azmi Bin Jaafar and Datin Sri Chung Geok Siew who are directors of the Company, have interests.

(h)

Associates of the Group.

(i)

A company in which Datin Sri Chung Geok Siew, Dato’ Sri Tee Boon Kee and Dato’ Leon Tee Wee Leng, who are directors of the Company, have interests.

(j)

A company in which Datin Sri Chung Geok Siew and Dato’ Sri Tee Boon Kee, who are directors of the Company, have interests.

annual report 2014 DELLOYD VENTURES BERHAD

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

108 108

44.

RELATED PARTY DISCLOSURES (CONT’D) The key management personnel compensation is as follows:THE GROUP 2014 2013 RM’000 RM’000 Short-term employee benefits

45.

9,544

9,515

THE COMPANY 2014 2013 RM’000 RM’000 271

294

OPERATING SEGMENTS Operating segments are prepared in a manner consistent with the internal reporting in order to allocate resources to segments and to assess their performance. For management purposes, the Group is organised into business units based on their products and services provided. The Group is organised into the following business segments:(i)

Automotive segment

-

involved in the manufacturing, trading, wholesale of automotive parts and accessories, fabrication of mould, rendering of management and research and development services.

(ii)

Plantation segment

-

involved in the cultivation of palm oil activity and milling of fresh fruit bunches.

(iii)

Vehicle distribution segment

-

distribution, servicing and repairing of motor vehicles.

(iv)

Others segment

-

investment holding and magazine publisher.

The Group Executive Committee assesses the performance of the operating segments based on operating profit or loss which is measured differently from those disclosed in the consolidated financial statements. The Group income taxes and finance costs are managed on a group basis and are not allocated to operating segments. Assets, liabilities and expenses which are common and cannot be meaningfully allocated to the operating segments are presented under unallocated items. Transfer prices between operating segments are at arm’s length basis in a manner similar to transactions with third parties.

DELLOYD VENTURES BERHAD annual report 2014

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 45.

109

OPERATING SEGMENTS (CONT’D) BUSINESS SEGMENTS AUTOMOTIVE RM’000

VEHICLES DISTRIBUTION RM’000

PLANTATION RM’000

OTHERS RM’000

THE GROUP RM’000

251,508 64,627

49,243 1,502

109,481 -

992 109,397

411,224 175,526

316,135

50,745

109,481

110,389

586,750

2014 Revenue External revenue Inter-segment revenue

Adjustments and eliminations

(175,526)

Consolidated revenue Results Segment results Interest income Other material items of income Depreciation of property, plant and equipment Amortisation of plantation development expenditure Other material items of expenses

411,224 31,382

445

34,509

(489)

65,847

491 1,561

23 63

103 11

202 74

819 1,709

(9,149)

(172)

(3,617)

(1)

(12,939)

(2,061)

(67)

(5,380) (10,334)

-

(5,380) (12,462)

22,224

292

15,292

(214)

37,594

Finance costs Share of profits in associates, net of tax Income tax expense

(3,345) 1,547 (7,487)

Consolidated profit after taxation

28,309

annual report 2014 DELLOYD VENTURES BERHAD

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

110 110

45.

OPERATING SEGMENTS (CONT’D) BUSINESS SEGMENTS (CONT’D)

AUTOMOTIVE RM’000

VEHICLES DISTRIBUTION RM’000

PLANTATION RM’000

OTHERS RM’000

THE GROUP RM’000

254,253

14,227

241,444

18,902

528,826

2014 Assets Segment assets Investment in associates Tax refundable Deferred tax assets

48,255 3,431 3,523

Consolidated total assets

584,035

Liabilities Segment liabilities

57,617

2,478

45,004

9,631

Deferred tax liabilities Provision for taxation

13,287 246

Consolidated total liabilities

Other segment items Additions to non-current assets other than financial instruments: - investment in associates - property, plant and equipment - plantation development expenditure

DELLOYD VENTURES BERHAD annual report 2014

114,730

128,263

9,570 19,598 -

143 -

9,756 6,422

-

9,570 29,497 6,422

29,168

143

16,178

-

45,489

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 45.

111

OPERATING SEGMENTS (CONT’D) BUSINESS SEGMENTS (CONT’D)

AUTOMOTIVE RM’000

VEHICLES DISTRIBUTION RM’000

PLANTATION RM’000

OTHERS RM’000

THE GROUP RM’000

286,322 68,303

58,694 2,159

78,532 -

1,126 34,982

424,674 105,444

354,625

60,853

78,532

36,108

530,118

2013 Revenue External revenue Inter-segment revenue

Adjustments and eliminations

(105,444)

Consolidated revenue Results Segment results Interest income Other material items of income Depreciation of property, plant and equipment Amortisation of plantation development expenditure Other material items of expenses

424,674

31,539

556

33,028

343 3,881

22 11

68 5

(11,875)

(177)

(247) 23,641

(417)

64,706

29 73

462 3,970

(3,343)

(1)

(15,396)

(66)

(5,181) (5,353)

-

(5,181) (5,666)

346

19,224

(316)

42,895

Finance costs Share of profits in associates, net of tax Income tax expense

(3,511) 4,182 (8,929)

Consolidated profit after taxation

34,637

annual report 2014 DELLOYD VENTURES BERHAD

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

112 112

44. 45.

OPERATING SEGMENTS (CONT’D) BUSINESS SEGMENTS (CONT’D)

AUTOMOTIVE RM’000

VEHICLES DISTRIBUTION RM’000

PLANTATION RM’000

OTHERS RM’000

THE GROUP RM’000

239,487

14,829

250,155

6,325

510,796

2013 Assets Segment assets Investment in associates Tax refundable Deferred tax assets

38,525 8,956 3,666

Consolidated total assets

561,943

Liabilities Segment liabilities

39,552

2,292

57,164

7,365

Deferred tax liabilities Provision for taxation

14,376 61

Consolidated total liabilities

Other segment items Additions to non-current assets other than financial instruments: - investment in associates - property, plant and equipment - plantation development expenditure - goodwill

DELLOYD VENTURES BERHAD annual report 2014

106,373

120,810

3,797 10,689 1,876

206 -

4,883 9,560 -

-

3,797 15,778 9,560 1,876

16,362

206

14,443

-

31,011

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 45.

OPERATING SEGMENTS (CONT’D) BUSINESS SEGMENTS (CONT’D) (a)

Other material items of income consist of the following:THE GROUP

Dividend income from short-term and other investments Gain on disposal of investment in subsidiaries Writeback in value of inventories Rental income Realised gain on foreign exchange

2014 RM’000

2013 RM’000

713 # 207 749 40

786 694 1,742 729 19

1,709

3,970

# - RM2 (b)

Other material/non-cash items of expenses consist of the following:THE GROUP

Plant and equipment written off Loss on foreign exchange: - unrealised - realised Writedown in value of inventories

2014 RM’000

2013 RM’000

104

1,533

11,376 982

3,742 389 2

12,462

5,666

GEOGRAPHICAL INFORMATION

REVENUE

Malaysia Indonesia Others

2014 RM’000

2013 RM’000

NON-CURRENT ASSETS 2014 2013 RM’000 RM’000

303,973 95,755 11,496

291,565 128,147 4,962

216,831 147,158 6,246

206,166 144,542 7,461

411,224

424,674

370,235

358,169

annual report 2014 DELLOYD VENTURES BERHAD

113

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

114 114

44. 45.

OPERATING SEGMENTS (CONT’D) MAJOR CUSTOMERS The following are major customers with revenue equal to or more than 10% of Group revenue:REVENUE

Customer A and its related group of companies Customer B and its related group of companies Customer C and its related group of companies Customer D

46.

SEGMENT

2014 RM’000

2013 RM’000

92,308 49,800 32,781

98,501 57,550 46,202

Automotive Automotive Automotive

174,889 91,669

202,253 59,722

Plantation

266,558

261,975

CAPITAL COMMITMENTS THE GROUP 2014 RM’000

2013 RM’000

9,301

9,625

Contracted but not provided for in the financial statements: - purchase of property, plant and equipment

47.

CONTINGENT LIABILITIES THE GROUP 2014 2013 RM’000 RM’000 Corporate guarantees given to licensed banks for banking facilities granted to subsidiaries Corporate guarantee given to third party for banking facilities granted to an associate

DELLOYD VENTURES BERHAD annual report 2014

THE COMPANY 2014 2013 RM’000 RM’000

-

-

49,136

77,365

19,995

10,859

-

10,859

19,995

10,859

49,136

88,224

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 48.

115

FOREIGN EXCHANGE RATES The principal foreign exchange rates used (expressed on the basis of one unit of foreign currency to RM equivalent) for the translation of the foreign currency balances at the end of the reporting period were as follows:-

Euro 100 Indonesian Rupiah Japanese Yen Thai Baht United States Dollar

49.

2014 RM

2013 RM

4.4877 0.2873 0.03168 0.1007 3.2645

3.9660 0.3178 0.03284 0.1057 3.0938

FINANCIAL INSTRUMENTS The Group’s activities are exposed to a variety of market risks (including foreign currency risk, interest rate risk and equity price risk), credit risk and liquidity risk. The Group’s overall financial risk management policy focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. (a)

Financial Risk Management Policies The Group’s policies in respect of the major areas of treasury activity are as follows:(i)

Market Risk (i)

Foreign Currency Risk Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company may hold financial assets and liabilities in currencies other than the Ringgit Malaysia. It is therefore exposed to currency risk as the value of securities denominated in other currencies will fluctuate due to changes in exchange rates. The Group is exposed to foreign currency risk on transactions and balances that are denominated in currencies other than Ringgit Malaysia. The currencies giving rise to this risk are primarily United States Dollar and Japanese Yen. Foreign currency risk is monitored closely on an ongoing basis to ensure that the net exposure is at an acceptable level. On occasions, the Group enters into forward foreign currency contracts to hedge against its foreign currency risks.

annual report 2014 DELLOYD VENTURES BERHAD

49.

(a)

(i)

(i)

DELLOYD VENTURES BERHAD annual report 2014

(110) -

(634) -

Net Currency Exposure

-

110

-

98

634

-

110

732

98

42 58 10

358 82 292

THAI BAHT RM’000

Net financial assets/(liabilities) Less: Net financial assets denominated in the respective entities’ functional currencies Less: Forward foreign currency contracts (contracted notional principal)

Financial liabilities Term loans Trade payables Other payables and accruals

Financial assets Other investments Trade receivables Amount owing by related parties Other receivables and deposits Derivative asset Fixed deposits with licensed banks Cash and bank balances

2014

THE GROUP

RINGGIT MALAYSIA RM’000

(14,041)

-

-

(14,041)

21,906

16,463 5,443 -

7,865

2,306 370 327 4,862

UNITED STATES DOLLAR RM’000

1

-

-

1

277

277 -

278

271 7

EURO RM’000

The Group’s exposure to foreign currency compared to the applicable functional currency is as follows:-

Foreign Currency Risk (cont’d)

Market Risk (cont’d)

Financial Risk Management Policies (cont’d)

FINANCIAL INSTRUMENTS (CONT’D)

-

557

-

(557)

572

572 -

15

15

JAPANESE YEN RM’000

(14,040)

557

(744)

(13,853)

22,853

16,463 6,292 98

9,000

2,306 370 42 687 82 327 5,186

TOTAL RM’000

116 116 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

49.

(a)

(i)

(i)

168 -

(858) -

Net Currency Exposure

-

(168)

169

224 858

169 -

1

1,082 224

1

582 57 443

THAI BAHT RM’000

Net financial assets/(liabilities) Less: Net financial (assets)/ liabilities denominated in the respective entities’ functional currencies Less: Forward foreign currency contracts (contracted notional principal)

Financial liabilities Term loans Trade payables Other payables and accruals

Financial assets Other investments Trade receivables Other receivables and deposits Derivative assets Fixed deposits with licensed banks Cash and bank balances

2013

THE GROUP

RINGGIT MALAYSIA RM’000

(37,504)

712

-

(38,216)

41,566

28,459 13,107 -

3,350

2,306 260 309 475

UNITED STATES DOLLAR RM’000

(771)

-

-

(771)

846

790 56

75

15 56 4

EURO RM’000

The Group’s exposure to foreign currency compared to the applicable functional currency is as follows:-

Foreign Currency Risk (cont’d)

Market Risk (cont’d)

Financial Risk Management Policies (cont’d)

FINANCIAL INSTRUMENTS (CONT’D)

-

71

-

(71)

72

72 -

1

1

JAPANESE YEN RM’000

(38,275)

783

(690)

(38,368)

42,877

28,459 14,138 280

4,509

2,306 15 898 57 309 924

TOTAL RM’000

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

annual report 2014 DELLOYD VENTURES BERHAD

117

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

118 118

48. 49.

FINANCIAL INSTRUMENTS (CONT’D) (a)

Financial Risk Management Policies (cont’d) (i)

Market Risk (cont’d) (i)

Foreign Currency Risk (cont’d) Foreign currency risk sensitivity analysis The following table details the sensitivity analysis to a reasonably possible change in the foreign currencies as at the end of the reporting period, with all other variables held constant:-

2014 Increase/(Decrease) RM’000

THE GROUP

2013 Increase/(Decrease) RM’000

Effects on profit after taxation and equity United States Dollar: - strengthened by 10% - weakened by 10%

(1,053) 1,053

EURO: - strengthened by 10% - weakened by 10%

(ii)

(2,813) 2,813

-

(58) 58

Interest Rate Risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to interest rate risk arose mainly from interest-bearing financial assets and liabilities. The Group’s policy is to obtain the most favourable interest rates available. Any surplus funds of the Group will be placed with licensed financial institutions to generate interest income. Information relating to the Group’s exposure to the interest rate risk of the financial liabilities is disclosed in Note 49(a)(iii) to the financial statements.

.

It is the Group’s policy to enter into interest rate swaps to achieve an appropriate mix of fixed and floating interest rate exposure. Information of the interest rate swaps entered by the Group is disclosed in Note 19 to the financial statements. 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:THE GROUP 2014 2013 Increase/ Increase/ (Decrease) (Decrease) RM’000 RM’000

THE COMPANY 2014 2013 Increase/ Increase/ (Decrease) (Decrease) RM’000 RM’000

Effects on profit after taxation and equity Increase of 50 basis points (bp) Decrease of 50 bp

DELLOYD VENTURES BERHAD annual report 2014

(74) 74

(175) 175

(34) 34

(65) 65

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 49.

119

FINANCIAL INSTRUMENTS (CONT’D) (a)

Financial Risk Management Policies (cont’d) (i)

Market Risk (Cont’d) (iii)

Equity Price Risk The Group’s principal exposure to equity price risk arises mainly from changes in quoted investment prices. The Group manages its exposure to equity price risk by maintaining a portfolio of equities with different risk profiles. Equity price risk sensitivity analysis The following table details the sensitivity analysis to a reasonably possible change in the prices of the quoted investments as at the end of the reporting year, with all other variables held constant:THE GROUP 2014 2013 Increase/ Increase/ (Decrease) (Decrease) RM’000 RM’000

THE COMPANY 2014 2013 Increase/ Increase/ (Decrease) (Decrease) RM’000 RM’000

Effects on profit after taxation and equity Increase of 0.5% Decrease of 0.5% (ii)

137 (137)

87 (87)

51 (51)

1 (1)

Credit Risk The Group’s exposure to credit risk, or the risk of counterparties defaulting, arose mainly from trade and other receivables. The Group manages its exposure to credit risk by the application of credit approvals, credit limits and monitoring procedures on an ongoing basis. For other financial assets (including quoted investments, cash and bank balances and derivatives), the Group minimises credit risk by dealing exclusively with high credit rating counterparties. The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of the trade and other receivables as appropriate. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss component established for groups of similar assets in respect of losses that have been incurred but not yet identified. Impairment is estimated by management based on prior experience and the current economic environment. Credit risk concentration profile The Group’s major concentration of credit risk relates to the amounts owing by 3 customers which constituted approximately 51% of its trade receivables as at the end of the reporting period. Exposure to credit risk As the Group does not hold any collateral, the maximum exposure to credit risk is represented by the carrying amount of the financial assets as at the end of the reporting period. The exposure of credit risk for trade receivables (including amount owing by related parties) by geographical region is as follows:THE GROUP 2014 2013 RM’000 RM’000 Malaysia Indonesia Thailand Others

51,854 10,556 6,658 367

51,885 11,485 265 -

69,435

63,635

annual report 2014 DELLOYD VENTURES BERHAD

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

120 120

49.

FINANCIAL INSTRUMENTS (CONT’D) (a)

Financial Risk Management Policies (cont’d) (ii)

Credit Risk (cont’d) Ageing analysis The ageing analysis of the Group’s trade receivables (including amount owing by related parties) as at the end of the reporting period is as follows:-

THE GROUP

GROSS AMOUNT RM’000

INDIVIDUAL IMPAIRMENT RM’000

COLLECTIVE IMPAIRMENT RM’000

CARRYING VALUE RM’000

65,491

-

-

65,491

31 March 2014 Not past due Past due:- less than 2 months - 2 to 4 months - over 4 months

THE GROUP

2,410 735 2,795

(1,896)

(100)

2,410 735 799

71,431

(1,896)

(100)

69,435

GROSS AMOUNT RM’000

INDIVIDUAL IMPAIRMENT RM’000

COLLECTIVE IMPAIRMENT RM’000

CARRYING VALUE RM’000

48,867

-

-

48,867

31 March 2013 Not past due Past due:- less than 2 months - 2 to 4 months - over 4 months

4,982 2,453 9,513

(2,080)

(100)

4,982 2,453 7,333

65,815

(2,080)

(100)

63,635

At the end of the reporting period, trade receivables that are individually impaired were those in significant financial difficulties and have defaulted on payments. These receivables are not secured by any collateral or credit enhancement. The collective impairment allowance is determined based on estimated irrecoverable amounts from the sale of goods, determined by reference to past default experience. Trade receivables that are past due but not impaired The Group believes that no impairment allowance is necessary in respect of these trade receivables. They are either secured by collateral of customer asset or due from companies with good collection track record and no recent history of default. Trade receivables that are neither past due nor impaired A significant portion of trade receivables that are neither past due nor impaired are regular customers that have been transacting with the Group. The Group uses ageing analyses to monitor the credit quality of the trade receivables. Any receivables having significant balances past due or more than 120 days, which are deemed to have higher credit risk, are monitored individually. DELLOYD VENTURES BERHAD annual report 2014

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 48. 49.

121

FINANCIAL INSTRUMENTS (CONT’D) (a)

Financial Risk Management Policies (cont’d) (iii)

Liquidity Risk Liquidity risk arises mainly from general funding and business activities. The Group practises prudent risk management by maintaining sufficient cash balances and the availability of funding through certain committed credit facilities. The following table sets out the maturity profile of the financial liabilities as at the end of the reporting period based on contractual undiscounted cash flows (including interest payments computed using contractual rates or, if floating, based on the rates at the end of the reporting period):-

THE GROUP

WEIGHTED AVERAGE EFFECTIVE RATE %

CARRYING AMOUNT RM’000

CONTRACTUAL UNDISCOUNTED CASH FLOWS RM’000

WITHIN 1 YEAR RM’000

1–5 YEARS RM’000

OVER 5 YEARS RM’000

3.76 3.39

27,450 49,956 26,360 7,744 3,105

28,393 49,956 26,360 7,962 3,362

22,201 49,956 26,360 5,031 1,155

5,206 2,931 2,207

986 -

-

27 -

2,086 (2,059)

2,086 (2,059)

-

-

3.90 3.15

33 -

220 (187)

215 (183)

5 (4)

-

1,307 (1,389)

1,307 (1,389)

-

-

2014 Term loans Trade payables Other payables and accruals Amount owing to related parties Finance lease payable Derivative liabilities: (i) Forward foreign currency contracts: - Outflow - Inflow (ii) Interest rate swap: - Outflow - Inflow (iii) Derivative asset CPO futures: - Outflow - Inflow

-

(82) 114,593

116,011

104,680

10,345

986

4.19 10.23

46,716 30,836 19,191 9,207 78

48,894 30,836 19,191 10,219 78

22,362 30,836 19,191 6,270 78

25,908 3,949 -

624 -

-

75 -

5,527 (5,452)

5,527 (5,452)

-

-

3.90 3.10

128 -

798 (670)

578 (483)

2,034 (2,091)

2,034 (2,091)

2013 Term loans Trade payables Other payables and accruals Amount only to related parties Bank overdraft Derivative liabilities: (i) Forward foreign currency contracts: - Outflow - Inflow (ii) Interest rate swap: - Outflow - Inflow (iii) Derivative asset CPO futures: - Outflow - Inflow

-

(57) 106,174

109,364

78,850

220 (187)

-

-

-

29,890

624

annual report 2014 DELLOYD VENTURES BERHAD

122 122

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 48. 49.

FINANCIAL INSTRUMENTS (CONT’D) (a)

Financial Risk Management Policies (cont’d) (iii)

Liquidity Risk (cont’d)

THE COMPANY

WEIGHTED AVERAGE EFFECTIVE RATE %

CARRYING AMOUNT RM’000

CONTRACTUAL UNDISCOUNTED CASH FLOWS RM’000

WITHIN 1 YEAR RM’000

1–5 YEARS RM’000

OVER 5 YEARS RM’000

4.75 -

9,180 847

9,487 847

8,333 847

1,154 -

-

3.90 3.15

33 -

2014 Term loans Other payables and accruals Derivative liability: Interest rate swap: - Outflow - Inflow

220 (187)

215 (183)

5 (4)

-

10,060

10,367

9,212

1,155

-

4.70 -

17,220 538

18,145 538

8,686 538

9,459 -

-

3.90 3.10

128 -

2013 Term loans Other payables and accruals Derivative liability: Interest rate swap: - Outflow - Inflow

17,886

DELLOYD VENTURES BERHAD annual report 2014

798 (670) 18,811

578 (483) 9,319

220 (187) 9,492

-

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 49.

123

FINANCIAL INSTRUMENTS (CONT’D) (b)

Capital Risk Management The Group manages its capital to ensure that entities within the Group will be able to maintain an optimal capital structure so as to support their businesses and maximise shareholders’ value. To achieve this objective, the Group may make adjustments to the capital structure in view of changes in economic conditions, such as adjusting the amount of dividend payment, returning of capital to shareholders or issuing new shares. The Group manages its capital based on debt-to-equity ratio. The Group’s strategies were unchanged from the previous financial year. The debt-to-equity ratio is calculated as net debt divided by total equity. Net debt is calculated as borrowings plus trade and other payables less cash and cash equivalents. The debt-to-equity ratio of the Group as at the end of the reporting year is as follows:-

Term loans Bank overdraft Finance lease payables Trade payables Other payables and accruals Amount owing to related parties

Less: - deposits with financial institutions - short-term investments - cash and bank balances Net debt Total equity Debt-to-equity ratio

2014 RM’000

THE GROUP 2013 RM’000

27,450 3,105 49,956 26,360 7,744

46,716 78 30,836 19,191 9,207

114,615

106,028

(705) (36,486) (34,207)

(3,383) (23,081) (31,544)

43,217

48,020

455,772

441,133

0.09

0.11

Under the requirements of Bursa Malaysia Practice Note No. 17/2005, the Company is required to maintain a consolidated shareholders’ equity (total equity attributable to owners of the Company) equal to or not less than the 25% of the issued and paidup share capital (excluding treasury shares). The Company has complied with this requirement. The Group has complied with the bank covenants as disclosed in Note 26 to the financial statements, failing which, the bank may call an event of default.

annual report 2014 DELLOYD VENTURES BERHAD

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

124 124

49.

FINANCIAL INSTRUMENTS (CONT’D) (c)

Classification Of Financial Instruments

2014 RM’000

THE GROUP 2013 RM’000

THE COMPANY 2014 2013 RM’000 RM’000

295 2,306

295 2,306

-

-

2,601

2,601

-

-

69,114 7,498 333 705 34,207

54,261 8,534 12,836 3,383 31,544

2 5,100 95,208 4,857

2 10,418 41,677 5,628

111,857

110,558

105,167

57,725

36,486 82

23,081 57

13,635 -

219 -

36,568

23,138

13,635

219

27,450 3,362 49,956 26,360 7,744 -

46,716 30,836 19,191 9,207 78

9,180 847 -

17,220 538 -

114,872

106,028

10,027

17,758

60

203

33

128

Financial assets Available-for-sale financial assets Other investments, at fair value Other investments, at cost

Loans and receivables financial assets Trade receivables Other receivables and deposits Dividend receivable Amounts owing by subsidiaries Amount owing by related parties Deposits with financial institutions Cash and bank balances

Fair value through profit and loss financial assets Short-term investments, at fair value Derivative asset

Financial liabilities Other financial liabilities Term loans Finance lease payables Trade payables Other payables and accruals Amount owing to related parties Bank overdraft

Fair value through profit and loss Derivative liabilities

DELLOYD VENTURES BERHAD annual report 2014

49.

(d)

82 36,486

-

Financial Liabilities Finance lease payables Term loans Derivative liabilities Amounts owing to related parties 60 -

295

-

Financial Assets Other investments: - unquoted shares - investments in golf club membership Derivative asset: - CPO future - short-term investments

2014

THE GROUP

-

-

-

Fair Value Of Financial Instruments Carried At Fair Value Level 1 Level 2 Level 3 RM’000 RM’000 RM’000

-

-

-

3,362 27,450 -

-

-

7,364

-

# -

Fair Value Of Financial Instruments Not Carried At Fair Value Level 1 Level 2 Level 3 RM’000 RM’000 RM’000

3,362 27,450 60 7,364

82 36,486

# 295

Fair Value RM’000

3,362 27,450 60 7,744

82 36,486

2,306 295

Total Carrying Amount RM’000

Other than those disclosed below, the fair values of the financial assets and financial liabilities maturing within the next 12 months approximated their carrying amounts due to the relatively short-term maturity of the financial instruments:-

Fair Value Information

FINANCIAL INSTRUMENTS (CONT’D)

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

annual report 2014 DELLOYD VENTURES BERHAD

125

49.

(d)

DELLOYD VENTURES BERHAD annual report 2014

57 23,081

-

Financial Liabilities Term loans Derivative liabilities Amounts owing to related parties -

-

-

46,716 8,711

-

# -

RM’000

Fair Value Of Financial Instruments Not Carried At Fair Value

# - The fair value cannot be reliably measured using valuation techniques due to lack of marketability of the unquoted shares. * - Comparative fair value information is not presented by levels, by virtue of the exemption given in MFRS 13.

203 -

295

-

Fair Value Of Financial Instruments Carried At Fair Value Level 1 Level 2 Level 3 RM’000 RM’000 RM’000

Financial Assets Other investments: - unquoted shares - investments in golf club membership Derivative assets: - CPO future - short-term investments

2013

THE GROUP

Fair Value Information (Cont’d)

FINANCIAL INSTRUMENTS (CONT’D)

46,716 203 8,711

57 23,081

# 295

Fair Value RM’000

46,716 203 9,207

57 23,081

2,306 295

Total Carrying Amount RM’000

126 126 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

49.

(d)

-

Financial Liabilities Term loan Derivative liability

-

Financial Liabilities Term loan Derivative liability 128

219

33

13,635

-

-

-

-

-

-

-

-

17,220 -

-

9,180 -

-

-

-

-

-

Fair Value Of Financial Instruments Not Carried At Fair Value Level 1 Level 2 Level 3 RM’000 RM’000 RM’000

* - Comparative fair value information is not presented by levels, by virtue of the exemption given in MFRS 13.

-

Financial Assets Short-term investments

2013

-

Fair Value Of Financial Instruments Carried At Fair Value Level 1 Level 2 Level 3 RM’000 RM’000 RM’000

Financial Assets Short-term investments

2014

THE GROUP

Fair Value Information (Cont’d)

FINANCIAL INSTRUMENTS (CONT’D)

17,220 128

219

9,180 33

13,635

Fair Value RM’000

17,220 128

219

9,180 33

13,635

Total Carrying Amount RM’000

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

annual report 2014 DELLOYD VENTURES BERHAD

127

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014

128 128

49.

FINANCIAL INSTRUMENTS (CONT’D) (d)

Fair Value Information (Cont’d) The following summarises the methods used to determine the fair values of the financial instruments:(i)

The fair values of the short-term investments and investments in club membership are estimated based on their quoted market prices as at the end of the reporting period.

(ii)

The carrying amounts of the term loans approximated their fair values as these instruments bear interest at variable rates.

(iii)

The fair value of forward foreign currency contracts is estimated based on the current forward price for the residual maturity of the contract.

(iv)

The fair value of interest rate swap is estimated based on the broker quotes.

(v)

The fair value of the CPO future is estimated based on the current settle price for the residual maturity of the future contract.

(vi)

The fair value of finance lease payables is determined by discounting the relevant cash flows using market interest rate of 3.39% at the end of the reporting period.

(vii)

The fair value of amounts owing to related parties is measured using discounted cash flow projections based on a borrowing rate of 3.76% (2013 - 4.19%). The discount rate equals to the Company’s weighted average cost of borrowing rate.

In regards to financial instruments carried at fair value, there was no transfer between level 1 and level 2 during the financial year.

50.

SIGNIFICANT EVENT OCCURRING AFTER THE REPORTING PERIOD On 16 May 2014, the Company announced that it received a letter (Request Letter) from its major shareholder, Chung & Tee Ventures Sdn Bhd (CTVSB) requesting the Company to undertake a selective capital reduction and a corresponding capital repayment exercise (Proposed SCR) under Section 64 of the Companies Act 1965. Under the proposed offer, entitled shareholders will receive RM4.80 in exchange for each of their share. In the event of successful completion of the Proposed SCR where CTVSB and persons acting in concert with CTVSB will own 100% equity interest in the Company, CTVSB does not intend to maintain the listing status of the Company. CTVSB will then make an application to Bursa Securities to withdraw its listing status from the Official List. On 17 May 2014, the Company announced that the Board of Directors (save for the interested directors) had deliberated on the Request Letter and had resolved to present the Proposed SCR to the entitled shareholders of the Company for their consideration at an EGM to be convened for this purpose.

51.

COMPARATIVE FIGURES The following comparative figures have been reclassified to conform with the presentation of current year’s financial statements:-

As Restated 2013 RM’000 Statement of Financial Position (Extract) Trade receivables Other receivables, deposits and prepayments Amounts owing by related parties Other payables and accruals Amounts owing to related parties

DELLOYD VENTURES BERHAD annual report 2014

54,261 15,040 12,836 (19,191) (9,207)

THE GROUP As Previously Reported 2013 RM’000 63,635 18,820 (28,716) -

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 52.

129

SUPPLEMENTARY INFORMATION – DISCLOSURE OF REALISED AND UNREALISED PROFITS/LOSSES The breakdown of the retained profits of the Group and of the Company as at the end of the reporting period into realised and unrealised profits/(losses) are presented in accordance with the directive issued by Bursa Malaysia Securities Berhad and prepared in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants, as follows:-

Total retained profits: - realised - unrealised

Total share of retained profits of associates: - realised - unrealised

Less: Consolidation adjustments At 31 March 2014/2013

THE GROUP 2014 2013 RM’000 RM’000

THE COMPANY 2014 2013 RM’000 RM’000

319,773 (11,819)

295,726 (4,884)

137,909 95

63,603 (3,473)

307,954

290,842

138,004

60,130

28,165 (3,441)

23,171 6

-

-

24,724

23,177

-

-

-

-

-

-

332,678

314,019

138,004

60,130

annual report 2014 DELLOYD VENTURES BERHAD

ANALYSIS OF SHAREHOLDINGS AS AT 16 JULY 2014

130 130

SHARE CAPITAL Authorised Issued and Paid-up Capital Class of Share No. of Shareholders Voting Rights

-

500,000,000 Ordinary Shares 96,593,550 Ordinary Shares * Ordinary Shares of RM1.00 Each 2,287 One Vote Per Ordinary Share

* The issued and paid up capital is as per Record of Depositors as at 16 July 2014 and is exclusive of 3,410,700 treasury shares bought back.

DISTRIBUTION OF SHAREHOLDINGS Size of Shareholdings Range 100 1,001 10,001

No. of Shareholders

%

No. of Shares

%

206 286 1,457 261 66 11 2,287

9.00 12.51 63.71 11.41 2.89 0.48 100.00

9,038 192,711 4,365,601 7,639,691 20,018,444 64,368,065 96,593,550

0.01 0.20 4.52 7.91 20.72 66.64 100.00

No. of Shares

%

33,076,879 9,190,060

34.24 9.51

Less than 100 1,000 10,000 100,000 100,001 and below 5% 5% and above

TOTAL

SUBSTANTIAL SHAREHOLDER Name of Shareholder Chung & Tee Ventures Sdn Bhd C.S. Delcan Corporation Sdn Bhd

DIRECTORS’ SHAREHOLDINGS As per the Register of Directors’ Shareholdings

Name

Direct No. of shares

%

Indirect No. of shares

%

2,855,005 2,162,927 1,703,516 983,350 653,750 450,000 415,000 412,500

2.96 2.24 1.76 1.02 0.68 0.47 0.43 0.43

38,512,423 4,498,945 33,167,770 7,307,199 40,713,678 9,430,405 -

39.87 4.66 34.34 7.56 42.15 9.76 -

100,000

0.10

-

-

1 2 3 4 5 6 7 8

Dato’ Sri Tee Boon Kee Dato’ Ir Haji Noor Azmi Bin Jaafar Dato’ Tee Boon Keat Dato’ Leon Tee Wee Leng Datin Sri Chung Geok Siew Chung Chee Sun Dato’ Dr M SHANmughalingam Gen Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd) 9 Dato’ Eow Kwan Hoong

DELLOYD VENTURES BERHAD annual report 2014

ANALYSIS OF SHAREHOLDINGS AS AT 16 JULY 2014

131

LIST OF TOP 30 SHAREHOLDERS No

Name of Shareholders

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

No. of Shares

%

Chung & Tee Ventures Sdn Bhd C.S. Delcan Corporation Sdn Bhd Aneka Nostalgia Sdn Bhd Flora Grand Sdn Bhd Welloyd Engineering (M) Sdn Bhd Tee Boon Kee Noor Azmi Bin Jaafar Tee Boon Keat Ipjomas Sdn Bhd Tan Ah Kee Unique Stallion Sdn Bhd Leon Tee Wee Leng Popular Framework Sdn Bhd Maybank Securities Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Khor Ching Lee Lim Boon Kheng Chung Geok Siew Tye Hua Sdn Bhd Thean Wui Han Tang Kwang Siow 999 Resources Sdn Bhd CIMSEC Nominees (Tempatan) Sdn Bhd CIMB Bank for Lim Ka Kian HSBC Nominees (Asing) Sdn Bhd Exempt Account for Credit Suisse (SG BR-TST-ASING) Chung Chee Sun RHB Nominees (Tempatan) Sdn Bhd RHB Investment Management Sdn Bhd for Yoong Kah Yin Shanmughalingam A/L Murugasu Mohamed Hashim Bin Mohd Ali (Gen Rtd Tan Sri) AIM Technology (M) Sdn Bhd Goh Beng Choo Chan Yoke Hoong Public Invest Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Mohamed Nizam Bin Abdul Razak

33,076,879 9,190,060 4,363,965 4,197,236 3,798,444 2,855,005 2,162,927 1,703,516 1,684,648 1,483,700 1,071,896 983,350 883,900

34.24 9.51 4.52 4.35 3.93 2.96 2.24 1.76 1.74 1.54 1.11 1.02 0.92

849,400 746,300 653,750 600,000 553,600 542,000 529,700

0.88 0.77 0.68 0.62 0.57 0.56 0.55

466,300

0.48

466,000 450,000

0.48 0.47

419,000 415,000 412,500 400,000 373,400 345,000

0.43 0.43 0.43 0.41 0.39 0.36

312,500

0.32

TOTAL

75,989,976

78.67

annual report 2014 DELLOYD VENTURES BERHAD

132 132

PROPERTIES OWNED BY THE GROUP AS AT 31 MARCH 2014

LOCATION

NET BOOK AGE OF DATE OF VALUE BUILDING LAST DATE OF RM’000 (YEARS) REVALUATION ACQUISITION

TENURE

SIZE

DESCRIPTION

Lot 48938 & PT2187 District Of Klang Selangor Darul Ehsan

Freehold

4.05 ha

2 plots of industrial land / office, factory and warehouse

14,968

13

-

1999

Lot 48939 & 48940 District Of Klang Selangor Darul Ehsan

Freehold

2.03 ha

2 plots of industrial land / office, factory and warehouse

10,915

21

1994

1991

H.S(D) 29394 & 29393 Mukim Damansara Selangor Darul Ehsan

Freehold

1,522 sq.m

2 units 2 1/2 storey terrace showroom factory with land

1,351

11

-

2003

Lot 17283 Mukim Hulu Bernam Timur Daerah Batang Padang Perak Darul Ridzuan

Freehold

1.13 ha

1 plot of industrial land

2,250

-

-

2011

Lot 17285 Mukim Hulu Bernam Timur Daerah Batang Padang Perak Darul Ridzuan

Freehold

1.25 ha

1 plot of industrial land / office, factory and warehouse

9,607

9

-

2011

Lot 17286 Mukim Ulu Bernam Timur Daerah Batang Padang Perak Darul Ridzuan

Freehold

2.03 ha

1 plot of industrial land / office, factory and warehouse

8,674

9

-

2003

Sungai Rambai Estate District Of Kuala Selangor Selangor Darul Ehsan

Freehold

1,448.78 ha

Oil Palm Estate

75,237

-

-

1999

Freehold

66,493 sq.m

Residential Bungalows, Cottages & Amenities

350

23

-

1999

Freehold

372.90 sq.m

2 units 3 storey shop office building

1,493

7

-

2007

MALAYSIA

Lot No PT84975 & PT84976 Mukim Klang Daerah Klang Selangor Darul Ehsan

DELLOYD VENTURES BERHAD annual report 2014

PROPERTIES OWNED BY THE GROUP AS AT 31 MARCH 2014

LOCATION

NET BOOK AGE OF DATE OF VALUE BUILDING LAST DATE OF RM’000 (YEARS) REVALUATION ACQUISITION

TENURE

SIZE

DESCRIPTION

Freehold

12,222 sq.m

1 plot of industrial land /office, factory and warehouse

5,407

8

-

2006

Leasehold Expiring 2029 and 2036

14,422.09 ha

Oil Palm Estate Plantable Reserve land, Residential cottages & Amenities

91,674

8-15

-

2006

7,500 sq.m

Oil Mill building

7,157

4

-

2010

7,750 sq.m

1 plot of industrial land with factory building

3,978

13

-

2014

THAILAND 300/28 Moo 1, Tambol Tasit Amphur Pluakdaeng, Rayong Thailand INDONESIA Kebun Parit Gunung Darul Makmur & Air Ruak Belitung, Indonesia

Kawasan Industri Sentul, Jl. Olympic Raya Blok B6, Kelurahan Sentul Kecamatan Babakan Madang Kabupaten Bogor, Jawa Barat Indonesia

Leasehold Expiring 2027

annual report 2014 DELLOYD VENTURES BERHAD

133

134 134

The page has been intentionally left blank DELLOYD VENTURES BERHAD annual report 2014

FORM OF PROXY

135

DELLOYD VENTURES BERHAD (380429-W) (Incorporated in Malaysia) No. of shares held

FORM OF PROXY I/We

NRIC/Co.No.

of being a member of DELLOYD VENTURES BERHAD hereby appoint of NRIC No.

or failing whom, of NRIC No.

as my/our proxy to vote for me/us on my/our behalf at the Eighteenth Annual General Meeting of the Company to be held at Danau 3, Kota Permai Golf and Country Club, No.1, Jalan 31/100A, Kota Kemuning, Section 31, 40460 Shah Alam, Selangor Darul Ehsan on Monday, 8 September 2014 at 11.30 a.m. and, at every adjournment thereof for/against the resolutions to be proposed thereat. NO. 1 2 3 4 5 6 7 8 9 10

ORDINARY RESOLUTIONS To approve the payment of Final Dividend To approve the payment of Directors’ fees To re-elect Datin Sri Chung Geok Siew as Director To re-elect Dato’ Eow Kwan Hoong as Director To re-appoint General Tan Sri (Dr) Mohamed Hashim Bin Mohd Ali (Rtd) as Director To re-appoint Dato’ Dr. M SHANmughalingam as Director To re-appoint Messrs. Crowe Horwath as auditors of the Company To approve the authority to issue shares pursuant to Section 132D of the Companies Act, 1965 To approve the proposed renewal of the shareholders’ mandate for recurrent related party transactions of a revenue or trading nature To approve the proposed renewal of authority for the purchase of own shares by the Company

FOR

AGAINST

(Please indicate with an X in the spaces provided on how you wish your vote to be cast. If you do not do so, the proxy will vote or abstain from voting at his discretion.) Dated this…………day of…………………….2014

…………………………… Signature of Member(s)

……………………………........ Affix Company’s Common Seal (if applicable)

Notes:Proxy i ii iii iv v

vi vii viii ix)

The members whose names appear in the Record of Depositors on 2 September 2014 shall be entitled to attend, speak and vote at this Eighteenth Annual General Meeting. A proxy may but need not be a member of the Company and the provisions of Section 149(1) (b) of the Act shall not apply to the Company. A member shall be entitled to appoint more than one proxy (subject always to a maximum of two proxies at each meeting) to attend and vote at the same meeting. Where a member appoints more than one proxy, the appointment shall be invalid unless he specifies the proportion of his holdings to be represented by each proxy. Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint more than one (1) proxy (subject always to a maximum of two (2) proxies at each meeting) in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account. Where a member is an exempt authorised nominee who holds ordinary shares in the Company for multiple beneficial owners in one 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. To be valid, this proxy form duly completed must be deposited at the registered office of the Company situated at 52A, Lebuh Enggang, 41150 Klang, Selangor Darul Ehsan not less than 48 hours before the time for holding the meeting. If the appointer is a corporation, the proxy form must be executed under its Seal or under the hand of its attorney. The audited financial statements are for discussion only under Agenda 1, as it does not require shareholders’ approval under the provisions of Section 169(1) and (3) of the Companies Act, 1965. Hence, it will not be put for voting.

annual report 2014 DELLOYD VENTURES BERHAD

fold

AFFIX STAMP HERE THE SECRETARY : DELLOYD VENTURES BERHAD (380429-W) 52A, LEBUH ENGGANG, 41150 KLANG, SELANGOR DARUL EHSAN

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