annual report 2015 - t7global.com.my · control and data acquisitions, safety shutdown systems,...

annual report 2015

CONTENTSAnnual Report 2015

2 Vision, Mission & Philosophy

3 Corporate Information

6 Corporate Structure

7 Tanjung Offshore Berhad

8 Tanjung Offshore Services Sdn Bhd

9 Gas Generators (M) Sdn BhdUniversal Gas Generators Sdn Bhd

10 Tanjung Newenergy Services Sdn BhdTanjung Petroconsult Sdn BhdTanjung CSI Sdn Bhd

11 Management Team

12 Five (5) Years Group Financial Highlights

14 Chairman’s Statement

17 Directors’ Profile

23 Audit Committee Report

27 Statement on Risk Management and Internal Control

29 Statement of Corporate Governance

37 Other Information

38 Financial Statements

107 Notice of Annual General Meeting

110 Notice of Nomination of Messrs. SJ Grant Thornton

111 List of Properties Owned by the Group

113 Analysis of Shareholdings

• Form of Proxy

TANJUNG OFFSHORE BERHAD (662315-U)2

To support the Oil & Gas industry as a “One Stop Solution Provider” through:

1 Providing Quality Products & Services2. Optimizing Resources3. New Technologies4. Enhancing Technical Competencies5. Full Compliance to Health, Safety

and Environmental Regulations

VISIONTo be the preferred service provider to the oil majors in Malaysia and the region.

MISSION & PHILOSOPHY

ANNUAL REPORT 2015 3

COMPANY SECRETARIES:

Kang Shew Meng (MAICSA0778565)Seow Fei San (MAICSA7009732)

REGISTERED OFFICE:

802, 8thFloor, Block CKelana Square, 17 Jalan SS7/2647301 Petaling JayaSelangor Darul EhsanTel: 03- 7803 1126Fax: 03- 7806 1387

HEAD/MANAGEMENT OFFICE:

Suite 5- 1, Level 5,Wisma UOA Damansara IINo. 6, Changkat SemantanDamansara Heights50490 Kuala Lumpur

AUDITORS/REPORTING ACCOUNTANTS:

Aljeffri Dean (Firm No.: AF 1366)Chartered Accountants2- 5- 13, 5th Floor, Menara KLH(Business Centre)No. 2, Jalan Kasipillay51200 Kuala LumpurTel: 03- 2381 1170

PRINCIPAL BANKERS:

United Overseas Bank (MALAYSIA) Berhad(Company No. 271809-K)Level 7, Menara UOB, Jalan Raja Laut50350 Kuala LumpurTel: 03- 2772 6265

Malayan Banking Berhad(Company No. 3813-K)Setapak Business Centre2nd Floor, Maybank Setapak343 Jalan Pahang53000 Kuala LumpurTel: 03- 4022 0784

AmInvestment Bank Berhad(Company No. 23742-V)Level 15, Bangunan AmBank Group55 Jalan Raja Chulan50200 Kuala LumpurTel: 03- 2078 2633

REGISTRAR:

Tricor Investor & Issuing House Services Sdn Bhd(Company No. 11324- H)Unit 32-01, Level 32, Tower AVertical Business Suite, Avenue 3, Bangsar SouthNo. 8, Jalan Kerinchi59200 Kuala Lumpur, MalaysiaTel: 03-2783 9299Fax: 03- 2783 9222Email: [email protected]: www.tricorglobal.com

STOCK EXCHANGE LISTING:

Main Market of Bursa Malaysia Securities Berhad

STOCK INFORMATION:

Stock Name: TGOFFS, TGOFFS- WAStock Code: 7228, 7228- WA,Bloomberg Code: TOFF MK

CORPORATE INFORMATION

CORPORATE INFORMATION (Cont’d)

BOARD OF DIRECTORS


CORPORATE INFORMATION (Cont’d)

1) Dato’ Syed Hussian bin Syed Junid

Independent Non-Executive Director

2) Tan Sam Eng Independent Non-

Executive Director

3) Rahmandin @ Rahmanudin bin Md. Shamsudin

Group Chief Executive Officer

4) Datuk Dr. Nik Norzrul Thani bin N. Hassan Thani

Non-independent Non-Executive Chairman

From left to right:


5) Tan Sri Datuk Tan Kean Soon

Executive Deputy Chairman

6) Dato’ Maheran binti Mohd Salleh

Independent Non-Executive Director

7) Datuk Suraj Singh Gill Independent Non-

Executive Director


GROUP CORPORATE STRUCTURE

TANJUNG OFFSHORE SERVICES SDN BHD

TANJUNG CITECH UK LIMITED

TANJUNG DRILLTECH SDN BHD

CITECH ENERGY RECOVERY SYSTEMS

UK LIMITED

TANJUNG NEWENERGY

SERVICES SDN BHD

FIRCROFT TANJUNG SDN BHD

TANJUNG PETROCONSULT

SDN BHD

UNIVERSAL GAS GENERATORS

SDN BHD

GAS GENERATORS INTERNATIONAL LTD

7 NEWMARKET STREET LIMITED (UK)

TANJUNG CITECH SDN BHD

TANJUNG CSISDN BHD

TANJUNG HMS PETROLEUM

SDN BHD

GAS GENERATORS (M) SDN BHD

TANJUNG OFFSHORE MARINE SERVICES

SDN BHD

7 NEWMARKET STREET HOLDINGS

LIMITED (UK)

TANJUNG OFFSHORE RESOURCES

SDN BHD

100%

100%

51%

100%

100%

51%

100%

100%

100%

100%

100%

100%

51%

100%

100%

100%

100%

Integrated service provider to the oil and gas and related industries.

Supply, design, configure, integrate, test, install and commission distributed control systems, programmable logic controllers, supervisory control and data acquisitions, safety shutdown systems, fire gas systems, fire addressable systems, liquid and gas analyzer systems, control valves, instrumentation and electrical heat tracing systems and to train and supply manpower for after sales services.

Provision of engineering and professional manpower services to the oil and gas and related industries.

Manufacturing and trading of all types of machinery, equipment and generators used for welding, cutting, cooking and other commercial applications.

Selling and letting of gas generators.

Provision of project management services to the engineering and energy industries.


TANJUNG OFFSHORE BERHAD

Tanjung Offshore Berhad (Tanjung) was incorporated on the 11th August 2004 with its shares are traded on the Main Board Market of Bursa Malaysia Securities Berhad. Tanjung Offshore Berhad is principally the investment holding with its subsidiaries and associated companies involving in the provision of engineering equipment packages, equipment maintenance services and spares to the Oil & Gas and other related industries in ASEAN region.

Tanjung Group is actively involved in both the upstream and downstream markets within the industry. Tanjung participates in all stages of the life cycle of the Production Sharing Contracts (PSC) as follows:

1. EXPLORATION

Surface geochemistrySeismic activitiesDrilling services

2. DEVELOPMENT

Hookup & CommissioningStructure & ConstructionEngineering Equipments

3. PRODUCTION

Flow of Oil & Gas to onshore plantsPower generationSystems applicationMaintenance services

4. MAINTENANCE

RetrofittingStructural strength & corrosion assessmentEngineering equipment maintenance

5. ABANDONMENT

Dismantling of structuresDecommissioning of machinery & equipmentPollution control exercise and assessment


TANJUNG OFFSHORE SERVICES SDN BHD

Tanjung Offshore Services Sdn Bhd (“TOS”), a wholly owned subsidiary of Tanjung, commences business in the mid 1990s being a reputable integrated service provider for the industry. With over 20 years of experience in the Oil & Gas sector, TOS offers services such as customised engineered equipment packages, drilling & platform services, project management of contracts, spares and parts for equipment and other related services. TOS also act as exclusive agents for various world-renowned Original Equipment Manufacturers (OEM) such as pumps, control systems, switchgears, instrumentations and valves that are widely used in both upstream and downstream activities of the Oil & Gas industry.

Throughout the years, TOS scope of businesses has also expanded with it holding PETRONAS license for a vast range of categories of product and services. TOS has a full package of supplies and services which entails the initial engirneering design layout, project management & planning, implementation, installation, commissioning followed by scheduled maintenance, troubleshooting and reliable after-sales services. TOS identifies the requirement of each client, and assist in the front-end engineering design (FEED). Throughout this phase, constant and comprehensive technical discussions with our prospective clients as part of our value added services in developing innovative ideas in the exploration, production, maintenance and abandonment stages of field’s development.

Together with our client’s feedback, we continue closely monitor the progress of each project undertaken to ensure various process methods are in compliance to the approved design and specifications. TOS continuously increase and improve the range of products and services to meet not only the stringent requirements of the industry but most importantly the standards that our clients are satisfied with.


GAS GENERATORS (M) SDN BHDUNIVERSAL GAS GENERATORS SDN BHD

On 2013, Tanjung had successfully acquired the remaining 49% equity interest of Gas Generators (M) Sdn Bhd (“GASTEC”) and its subsidiaries. GASTEC being the second biggest subsidiary of Tanjung is principally involved in the manufacturing and marketing of inert gas generators in both the industrial and also the Oil & Gas market.

One of the most common inert gas, Nitrogen, is primarily used for purging of tanks and pipelines to enhance overall plant safety. The generator produces nitrogen from compressed air thereby eliminating the cost and hazard associated with transporting of nitrogen gas cylinders offshore.

GASTEC has expanded its operations throughout the ASEAN region with active presence in Malaysia, Australia, Thailand, Indonesia, Manila and other ASEAN regions. GASTEC also has the capabilities to design and manufactures nitrogen gas generators for on-site gas production facilities on long term “Build, Operate and Transfer” and “Build, Operate and Own” Contracts to the related industries.


TANJUNG NEW ENERGY SERVICES SDN BHDTANJUNG PETROCONSULT SDN BHD

Other subsidiaries of Tanjung include Tanjung NewEnergy Services Sdn Bhd (“TNE”), Tanjung Petroconsult Sdn Bhd (“TPC”) and Tanjung CSI Sdn Bhd (“TCSI”).

TNE and TPC are mainly involved in energy related products and services which offer cost effective and efficient solutions to the oil majors. TNE and TPC compliments each other and has total commitment to engineering excellence, fitness for purpose, design and an uncompromising approach to quality. TNE and TPC has also put a strong emphasis on being environmentally friendly through better use and management of energy resources.

Some of our main engineering products are as follows:

• Centrifugal Pumps• Dynamic Position System• CCTV Surveillance System for the

Oil Gas industry• Umbilical Subsea Cables• Solar Power Panels• Self Priming Marine Pumps.

TANJUNG CSI SDN BHD

TCSI are involved in industrial field instrumentation and automation. The services TCSI provides include:

• Process & safety automation, measurement, analytical, actuation instrumentations and wet gas metering system• Fire & Gas integrated security systems and field detectors• Gas analyzers for moisture, H2S and CO measurements• Liquid & Gas metering solutions for custody transfer/ allocation and pipeline detection system or PLDS• PQE- Power Quality Consultancy Services• Multiphase Flow Metering Solutions• Rotating machineries engineering solutions focusing on supplying high quality and innovative control solutions for turbines

and compressors.

MANAGEMENT TEAM



FIVE (5) YEARS GROUP FINANCIAL HIGHLIGHTS

‘11 ‘11‘12 ‘12‘13 ‘13‘14 ‘14‘15 ‘15

334,437

263,707

327,791

107,345

(55,396)

(11,585)

(76,255)

10,909

1,061

60,606

0

100,000

150,000

200,000

250,000

300,000

350,000

400,000

450,000

500,000

550,000

600,000

650,000

-80

-70

-60

-50

-40

40

50

60

70

80

-30

30

-20

20

-10

10

0

REVENUE (RM’000) NET PROFIT / (LOSS) AFTER TAX (RM’000)

Group 2011RM’000

2012RM’000

2013RM’000

2014RM’000

2015RM’000

Revenue 334,437* 263,707* 327,791 107,345* 60,606

EBITDA (47,869)* (20,752)* 16,148 6,604* (73,754)

Net Profit / (Loss) before tax (56,168) (25,718) 12,739 205* (73,804)

Net Profit / (Loss) after tax (55,396) (11,585) 10,909 1,061* (76,255)

Pre-tax Margin / (Loss) (%) (16.79) (9.75) 3.89 0.19 (121.78)

Net Margin / (Loss) (%) (16.56) (4.39) 3.33 0.99 (125.82)

Basic Earnings / (Loss) per share (sen) (19.14) (3.99) 3.52 0.28 (20.18)

* Excludes discontinued operations.


FIVE (5) YEARS GROUP FINANCIAL HIGHLIGHTS (Cont’d)

‘11

‘12

‘13

‘14

‘15

REVENUE BREAKDOWN FOR THE YEAR ENDED 2015

Products & Services

52.52%RM31.83 mil

Engineering EquipmentServices

47.48%RM28.78 mil

SHAREHOLDERS’FUNDS2015 = 122,417,369

400350300250200150100500 (million)

323,287,445

166,275,581

184,547,505

190,578,092

122,417,369


CHAIRMAN’S STATEMENT


Diversification

With the drop in crude oil prices, we believe that business diversification is vital to the survival of the Tanjung Offshore Group. I am pleased to inform you that we have taken a focused approach towards diversification of the Tanjung Offshore Group’s business. We have and will continue to explore business opportunities that will provide long-term and stable returns. By investing in strategic resources, the Tanjung Offshore Group will be in a stronger position to pursue and realiser new business opportunities. Our Board of Directors and Management are firmly motivated to improve the Tanjung Offshore Group’s financial performance so as to add value.

Legacy

With the backdrop of declining crude oil prices during the financial year 2015, one of the most pertinent tasks for the Board of Directors’ and Management this year was to chart a clear path towards resolving the numerous legal and business pitfalls which were plaguing the Tanjung Offshore Group. The Tanjung Offshore Group has declared significant impairments in its financial statements which have adversely impacted the financial performance for the year 2015. Rapid globalization has extensively increased the complexities of business (both locally and internationally), in which corporate governance has unquestionably become my first priority, as it is for everyone in the Tanjung Offshore Group. An organisation needs to always practise qualitative corporate governance rather than quantitative corporate governance thereby ensuring that it is efficiently running with the required level of governance and transparency. I am working steadfastly with the senior management of the Tanjung Offshore Group to fortify the importance of corporate governance and transparency in all business dealings. Integrity and accountability will continue to define and guide us through the current challenging business environment.

CHAIRMAN’S STATEMENT (Cont’d)

Dear Shareholders,

The year 2014 has been a reminder of how uncertain and volatile the oil and gas industry can be. During the financial year 2015, the downward trends in the oil and gas industry in Malaysia have accelerated even further. The sharp drop in crude oil prices has significantly impacted Tanjung Offshore Group’s overall performance. With crude oil price remaining low and supply continuing to outpace demand, the short term outlook for the oil and gas industry in Malaysia and globally remains volatile and weak. Despite such tough times, the Tanjung Offshore Group will continuously strive for improvement and growth.

Our Board and Management are strongly motivated to improve the Group’s financial performance in order, to constantly add more value for our shareholders.


CHAIRMAN’S STATEMENT (Cont’d)

Financial Performance

For the financial year 2015, the Tanjung Offshore Group registered total revenue of RM60.6 million and a loss after tax of RM76.3 million. Total revenue for the financial year registered a decrease of 43.5% as compared to financial year 2014 during which we recorded a revenue of RM107.3 million. The drop in revenue during financial year 2015 stemmed from the sharp decline in crude oil prices coupled with the disposal of the Tanjung Offshore Group’s maintenance division, Tanjung Maintenance Services Sdn Bhd in 2014.

Tanjung Offshore Group posted a net loss after tax of RM76.3 million for financial year 2015 compared to a profit after tax of RM1.1 million for financial year 2014. The significant contributor towards the net loss for the financial year 2015 was the impairment of the Tanjung Offshore Group’s investment in the commercial property in Birmingham, England.

As at 31st December 2015, the Tanjung Offshore Group’s shareholders’ funds stood at RM122.42 million as compared to RM190.58 million as at 31st December 2014. The decrease in shareholder’s funds during the financial year 2015 is primarily attributable to the impairment exercise implemented during the financial year 2015 and the lower revenue generated by the Tanjung Offshore Group.

Conclusion

The Board of Directors are confident in the positive outlook for the Tanjung Offshore Group. We thank you for your support towards the Tanjung Offshore Group and the trust which you have bestowed on the Board of Directors in leading the Tanjung Offshore Group. I am determined to continue with the pursuit of efficiency towards realising a goal of long-term sustainability for the Tanjung Offshore Group.

Datuk Dr. Nik Norzul bin N. Hassan ThaniChairman


DIRECTORS’ PROFILE

Datuk Dr. Nik Norzrul Thani Bin Nik Hassan Thani (“Datuk Dr. Nik”)

Malaysian, age 55Non-Independent Non-Executive ChairmanMember of Remuneration Committee

Datuk Dr Nik Norzrul Thani bin N Hassan Thani holds a Ph.D. in Law from the School of Oriental and African Studies, University of London and a Masters in Law from Queen Mary College, University of London. He read law at the University of Buckingham, United Kingdom. Datuk Dr Nik was a Visiting Fulbright Scholar at Harvard Law School and a Visiting Chevening Fellow at the Oxford Centre of Islamic Studies, Oxford University. Datuk Dr Nik is also a Fellow of the Financial Services Institute of Australasia (FINSIA).

Datuk Dr Nik also holds a Post-Graduate Diploma in Syariah Law and Practice (with Distinction) from the International Islamic University of Malaysia. He is a Barrister of Lincoln’s Inn and an Advocate & Solicitor of the High Court of Malaya. He was called to the Bar of England and Wales in 1985 and to the Malaysian Bar in 1986. He was formerly the Acting Dean/Deputy Dean of the Faculty of Laws, International Islamic University Malaysia.

Datuk Dr Nik is a director of UMW Holdings Berhad, Fraser & Neave Holdings Berhad, Chin Hin Group Berhad and MSIG Insurance (M) Bhd. Currently, Datuk Dr Nik is the Chairman and Senior Partner of Messrs Zaid Ibrahim & Co. Prior to joining Zaid Ibrahim & Co.,Datuk Dr Nik was with Baker & McKenzie (International Lawyers), Singapore.

Datuk Dr Nik was appointed to the Board on 23 March 2015.


DIRECTORS’ PROFILE (Cont’d)

Tan Sri Datuk Tan Kean Soon (“Tan Sri Tan”)

Malaysian, age 52Executive Deputy ChairmanMember of the Remuneration and Share Issuance Scheme Committees

Tan Sri Tan has more than 30 years of experience in leading various projects within the upstream and downstream sectors of the oil and gas industry. He is also the current Chairman and Chief Executive Officer of CP Energy & Services Sdn Bhd, which he founded since 1992. Under his stewardship, CP Energy & Services Sdn Bhd has registered rapid growth over the years.

Tan Sri Tan also holds Directorships in local and foreign companies such as CP Technology & Engineering Sdn Bhd, Prisma Cerah Sdn Bhd, Thach Han Marine Services Co Ltd and CP Energy (S) Pte Ltd.

Tan Sri Tan holds a Masters in Business Administration. Tan Sri Tan is also the Chairman of Malaysian Chinese Oil & Gas Alliance, a member of Malaysian Oil & Gas Services Council since 2008 and Malaysian Petroleum Club since 2008.

Tan Sri Tan was appointed to the Board of Directors of Tanjung on 23 June 2014.



Rahmandin @ Rahmanudin bin Md. Shamsudin(“En. Rahman”)

Malaysian, age 60Group Chief Executive OfficerMember of the Share Issuance Scheme Committee

En. Rahman holds a Bachelor of Economics (Hons) from the Loughborough University of Technology, United Kingdom.

En. Rahman started his career in the banking industry as Credit Officer for Malayan Banking Berhad in 1977, responsible mainly for loan processing, documentation and disbursement. In 1982, he joined Esso Production (M) Inc., Kuala Lumpur as Management Accountant responsible for the internal control & audit of the company. During the course of his service with Esso Production (M) Inc., he had also worked as Purchasing Analyst responsible for the procurement of products and services for the company in the upstream Oil & Gas sector.

Since then En. Rahman has ventured into businesses providing services to the hospitality, education and oil and gas industries. He has also previously ventured into the construction industry specialising in marine engineering works. Given his good business acumen and corporate experiences, his services shall be invaluable to Tanjung Offshore Berhad and its subsidiaries (“Group”) in driving the Group to achieve new heights and consolidating the workforce and members of the Board of Directors in the near term.

En. Rahman was appointed to the Board of Directors of Tanjung on 12 February 2015.


Datuk Syed Hussian bin Syed Junid(“Datuk Syed Hussian”)

Malaysian, age 55Independent Non-Executive DirectorMember of the Audit and Nomination Committees

Datuk Syed Hussian started his career with The American Malaysian Insurance Sdn Bhd as a Trainee Executive in 1982. In 1986, he was promoted as the Penang Branch Manager. Later in 1989, he was promoted as the Regional Manager covering Penang, Perlis, Kedah and Perak. He is currently the Senior Director of Business Operations & Sales Support for Asia at Western Digital Sdn Bhd, a company involved in the manufacture of hard-disc drives.

Datuk Syed Hussian is also a Senior Independent Non Executive Director of AWC Berhad. He also serves on the boards of various other private limited companies. Datuk Syed Hussian holds a Diploma in Insurance from The Association for Overseas Scholarship Tokyo in 1988 and a Certificate in Insurance from Institute Teknologi MARA in 1982.

Datuk Syed Hussian was appointed to the Board of Tanjung on 31 March 2015.

Datuk Suraj Singh Gill (“Datuk Suraj”)

Malaysian, age 45Independent Non-Executive DirectorMember of the Audit and Nomination Committees

Datuk Suraj read law at the University Of Leicester, England and graduated with an LL.B (Hons) Degree in 1994. He received his Certificate in Legal Practice from the Legal Profession Qualifying Board, Malaysia in 1995 and was called to the Malaysian Bar and admitted as an Advocate & Solicitor of the High Court of Malaya in 1997.

Datuk Suraj commenced his legal career as a Corporate Lawyer in 1997 with Messrs Rashid & Lee. In the year 2000, Datuk Suraj co-founded Deol & Gill, a mid-size full service law firm in Kuala Lumpur. Datuk Suraj advises public listed companies, government linked corporations and multinational corporations.

Datuk Suraj was appointed to the Board of Tanjung on 31 March 2015



Tan Sam Eng (“Ms Tan”)

Malaysian, age 64Independent Non-Executive DirectorChairperson of the Audit Committee

Ms. Tan is a Chartered Accountant and a Chartered Secretary. She is a member of the Malaysian Institute of Accountants (MIA), a Fellow Member of the Association of Chartered Certified Accountants (ACCA), and also a Member of the Chartered Tax Institute of Malaysia (CTIM).

Ms. Tan has more than 30 years of professional experience and was involved in all aspects of financial practice such as auditing, taxation, corporate finance & advisory works. Her auditing experience covers practically the whole spectrum of Malaysian business environment including insurance, property development, engineering, and communications, and transportation, plantations, manufacturing and trading.

Ms. Tan was appointed to the Board of Tanjung on 23 March 2015.

Dato’ Maheran binti Mohd Salleh (“Dato’ Maheran”)

Malaysian, age 43Independent Non-Executive DirectorChairperson of the Nomination and Remuneration Committees

Dato’ Maheran has more than 20 years of local and global experience in corporate affairs and public relations. She was one of the senior management in charge of Corporate Affairs in Standard Chartered Bank and also for Standard Chartered’s Saadiq. She was responsible for the formulation and implementation of SCB Saadiq’s local CA governance and strategies and was the instrumental person in positioning Standard Chartered Bank Malaysia as the primary conventional and Islamic financial institution in Malaysia. Prior to that, she was the Economic Editor with the Radio and Television Malaysia (RTM) and Media Prima Berhad (TV3), focusing in broadcasting, journalism and presenting.

Dato’ Maheran currently sits on the Boards of non-listed companies as Executive Director, such as LeMana Holdings Sdn Bhd, LeMana Petrol Sdn Bhd and Perlombongan Anak Sungai, among others. She develops and leads various strategic interests focusing in mining-related, downstream oil and gas activities and finance. She is one of the leading Bumiputra female mining developer and pioneering the involvement of female to be competing in a male-dominated environment.

Dato’ Maheran holds an LLB (Hons) from University of Buckingham, UK. She dedicates her intervals commendably in associating with various non-government organizations and also has a keen interest in strategically influencing to future of Bumiputra talent development whereby she holds a position as a life member in few organizations, such as PENIAGAWATI (Malaysia based Women Entrepreneur Association), Arab Business Club Dubai UAE and Malaysia National Press Association.

Dato’ Maheran was appointed to the Board of Tanjung on 23 March 2015



Attendance of Board of Directors Meeting

The Directors’ attendance of Board of Directors Meeting can be found in the Statement of Corporate Governance in this Annual Report.

Family relationship with any director and/or major shareholder

None of the Directors has any family relationship with any director and/or major shareholder of the Company.

Conflict of interest

None of the Directors has any conflict of interest with the Company.

Conviction of Offence

None of the Directors has been convicted of any offence within the past ten (10) years other than traffic offences.



AUDIT COMMITTEE REPORT

Objectives

The primary objectives of the Audit Committee (“AC”):

• Assist the Board in execute its statutory duties and fiduciary responsibilities relating to accounting & management controls, financial reporting and business ethics policies.

• Monitor compliance within the Group policies to ensure the objectivity and effectiveness of the Group’s internal control measures.

• Serve as the focal point for communication between External Auditors, Internal Auditors and management to make certain the integrity of the management and adequacy of disclosure to shareholders.

• Serve as an independent party when reviewing financial information presented by the management before distribution to shareholders and general public.

COMPOSITION OF THE AUDIT COMMITTEE

The members of the AC are comprises of Non- Executive Directors (“NEDs”) and their respective designations who have served during the financial year ended 31 December 2015 are as follows:-

Name Independent Designation Meetings Attended

Tan Sam Eng(appointed as chairperson on 17 August 2015)

Yes ChairpersonIndependent NED

3/3

Datuk Suraj Singh Gill(appointed on 23 February 2016)

Yes MemberIndependent NED

-

Datuk Syed Hussian bin Syed Junid(appointed on 31 March 2015)


3/3

Datuk Dr. Nik Norzul bin N. Hassan Thani(resigned on 23 February 2016)

No MemberNon-IndependentNon- Executive Chairman

3/3

Dato’ Dr. (H) Ab Wahab bin Haji Ibrahim(ceased office on 17 August 2015)

Yes ChairmanIndependent NED

4/4

Shahrizal Hisham bin Abdul Halim(ceased office on 31 March 2015)


2/2

George William Warren Jr.(ceased office on 31 March 2015)


2/2


AUDIT COMMITTEE REPORT (Cont’d)

• Membership

The AC must fulfill the following requirements:-

a) The AC must be composed of not less than three (3) members;b) A majority of the members must be independent directors and all members must be non-executive; andc) At least one member of the AC must fulfill the requirements as prescribed or approved by the Exchange.d) The Chairman shall be an Independent, Non-Executive Director. No alternate director is appointed as a member of the

Audit Committee;e) In the event that any vacancy in the Audit Committee results in the non- compliance of the above requirements, the

Company must fill the vacancy within three (3) months; andf) The Company Secretary shall act as Secretary to the Audit Committee.

• Terms of Reference

a) The Audit Committee shall be granted the authority to investigate any activity of the Company and its subsidiaries, and all employees shall be directed to co-operate as requested by members of the Committee;

b) The Audit Committee shall be empowered to retain persons having special competence as necessary to assist the Committee in fulfilling its responsibilities;

c) The Audit Committee shall provide assistance to the Board in fulfilling its fiduciary responsibilities particularly relating to business ethics, policies and financial management control;

d) The Audit Committee shall maintain a direct line of communication between the Board, External Auditors, Internal Auditors and Management through regularly scheduled meetings;

e) The Audit Committee shall provide greater emphasis on the audit functions by increasing the objectivity and independence of External and Internal Auditors and providing a forum for discussion that is independent of the Management;

f) The Audit Committee may invite any person to the meeting to assist the Audit Committee in decision-making process and that the Audit Committee may meet exclusively as and when necessary; and

g) Serious allegations that have financial implications against any employee of the Company shall be referred to the Audit Committee for investigation to be conducted.

• Authority

The Audit Committee shall have the following authority as empowered by the Board of Directors:-

a) The authority to investigate any matter within its terms of reference;b) The resources which are required to perform its duties;c) Full, free and unrestricted access to any information, records, properties and personnel of the Company and any other

subsidiaries (if any) or sister companies;d) Direct communication channels with the External Auditors and person(s) carrying out the internal audit function or

activity (if any);e) Able to obtain independent professional or other advice; andf) Able to convene meetings with the External Auditors and Internal Auditors together with other independent non-

executive members of the Board, excluding the attendance of any Executive Directors, at least once a year or whenever deemed necessary.

• Meetings

a) The Audit Committee shall meet at least four (4) times in a year to discuss any matters raised by the Auditors in discharging their functions. The quorum for a meeting of the Audit Committee shall be two (2); and

b) At least once a year, the whole Board shall meet with the External Auditors without the presence of any executive Board member/Managing Director or Senior Management.



• Duties and responsibilities

The duties and responsibilities of the Audit Committee are as follows:-

i) To obtain satisfactory response from Management on reports issued by External and Internal Auditors;ii) To oversee the function of the Internal Audit Department;iii) To review arrangements established by Management for compliance with any regulatory or other external reporting

requirements, by- laws and regulations related to the Company’s operations;iv) To consider the appointment of the External Auditor, the audit fee and any questions of resignation or dismissal, to

discuss with the External Auditor before the audit commences, the nature and scope of the audit, and ensure co-ordination where more than one audit firm is involved, their audit report and evaluation of the system of the internal controls and review the quarterly and year- end financial statements of the Company;

v) To discuss problems and reservations arising from the external audits, and any matter the auditor may wish to discuss and to oversee the internal audit function; and

vi) To consider any related party transactions that may arise within the Company including any transaction, procedure or course of conduct that raises questions of Management’s integrity.

SUMMARY OF ACTIVITIES DURING THE FINANCIAL YEAR

During the financial year ended 31 December 2015, the activities of the Audit Committee included the following:-

• Reviewed the external auditors’ scope of work and their audit plan.• Reviewed with the external auditors the results of their audit, the audit report and internal control recommendations in

respect of improvements in internal control procedures noted in the course of their audit.• Reviewed and approving the annual audit plan of the Internal Audit Department, including the scope of work for the financial

year. Reviewed the annual report and the audited financial statements of the Company and the Group prior to submission to the Board for their consideration and approval. The review was to ensure that the audited financial statements were drawn up in accordance with the provisions of the Companies Act, 1965 and the applicable approved accounting standards issued by the Malaysian Accounting Standards Board (“MASB”).

• Reviewed the Company’s compliance with the Listing Requirements of the Bursa Malaysia Securities Berhad (“Bursa Securities”) (“Listing Requirements”) and the applicable approved accounting standards issued by MASB.

• Reviewed of the quarterly unaudited financial statements and its explanatory notes thereon and recommending to the Board for Directors’ approval.

• Reviewed and approving the Internal Audit Charter.• Reviewed the risk management policy and framework for adoption by the Group, prior to submission to the Board for

consideration and approval.• Reviewed the Audit Committee Report and Statement on Risk Management and Internal Control prior to their inclusion in

the Company’s Annual Report.• Met with the External Auditors without the presence of the Management and Executive Directors.• In January 2015, an Independent Committee comprising members of the Audit Committee was formed to investigate

various allegations against the Tanjung Group. In relation to this, the Independent Committee has also appointed Messrs Ferrier Hodgson to perform a special audit on the allegations and a report has been presented to the Board on 23 April 2015 and submitted the same to Bursa Malaysia Securities Berhad.



INTERNAL AUDIT FUNCTION

The Group has engaged an external internal audit professional firm during the year to perform the internal audit function of the Group. The internal audit firm reports directly to the Audit Committee and administratively to the Chief Executive Officer. The activities of the internal audit firm are guided by the Internal Audit Charter that provides its independence in evaluating and reporting on the adequacy, integrity and effectiveness of the overall internal control system, risk management and corporate governance in the Group using a systematic and disciplined approach. The reviews and control improvement initiatives conducted by the internal audit firm during the year were defined in an annual audit plan approved by the Audit Committee. The audit plan encompassed the issuance of internal audit charter, documented terms of reference for the Board and Board Committees, director’s code of ethics, service provider code of conduct and fraud prevention manual.

Other initiatives undertaken by the internal audit professional firm in FYE 2015 include the review of risk management policies in key subsidiaries and operational review of project management within the Group. The corresponding reports of the audit reviews performed were presented to the Audit Committee and forwarded to the Management for attention and corrective actions. The Management is responsible for ensuring that the recommended corrective actions are taken within the required timeframe. The cost incurred in relation to the internal audit function during the year was RM20,000.

During the year, various management and reporting meetings were held to ensure that the internal audit policies are implemented and communicated effectively throughout all divisions within the Group.


STATEMENT ON RISK MANAGEMENT ANDINTERNAL CONTROL

INTRODUCTION

Pursuant to paragraph 15.26(b) of the Bursa Malaysia Securities Berhad Main Market Listing Requirements, and as guided by the Statement on Risk Management and the state of Internal Control: Guidelines for Directors of Listed Issuers (“the Guidelines”), the Board of Directors (“Board”) is responsible for the adequacy and effectiveness of the Tanjung Group’s (“the Group”) risk management and internal control system.

The Board has established an ongoing process for identifying, evaluating and managing the significant risks faced by the Group and this process includes enhancing the risk management and internal control system from time to time in response to the changes to the business environment or regulatory guidelines.

The Board ensures that the system manages the Group’s key areas of risk within an acceptable risk profile to increase the likelihood that the Group’s policies and business objectives will be achieved. The Board continually reviews the system to ensure that the risk management and internal control system provides a reasonable but not absolute assurance against material misstatement of management and financial information and records or against financial losses or fraud.

BOARD RESPONSIBILITIES

The Board is responsible for the Group’s internal control and risk management system to safeguard shareholders’ investment and the Group’s assets as well as reviewing the adequacy and effectiveness of the said system.

The Board is of the view that the risk management and internal control system in place for the year under review and up to the date of issuance of the financial statements is adequate and effective to safeguard the interests of shareholders, customers, employees and the Group’s assets.

In view of the limitations inherent in any system of risk management and internal control, these systems are designed to manage, rather than eliminate, the risk of failure to achieve the Group’s business and corporate objectives. These systems can therefore only provide reasonable, but not absolute assurance, against material misstatement or loss.

RISK MANAGEMENT GOVERNANCE

Risk Management is regarded by the Board to be an integral part of the business operations. The Board maintains an on-going commitment to enhance the Group’s control environment and processes. The key risks relating to the Group’s operations and strategic and business plans are addressed at Management’s meetings. Significant risks identified by the Management are to be brought to the attention of the Board at their scheduled meetings.

The abovementioned practices/initiatives put in place by the Board serve as the on-going practice used to identify, evaluate and manage significant risks during the financial year under review. In view of the recent weaknesses on the Group’s corporate governance and internal control systems that have come to the Board’s attention, the Board is in the process of addressing these weaknesses noted so as to improve the effectiveness and efficiency of the risk management function and the internal control systems of the Group.

The Group Risk Management Framework which sets out the fundamental principles on risk governance is to drive the development of risk management practices and tools which enable the identification, measurement and continuous monitoring of all applicable risks of the Group including the identification of emerging risks.

The Board established a governance structure that is designed to govern the Group’s business activities to be: consistent with the Group’s overall business objectives and risk appetite conducted within clearly defined lines of responsibility, authority limits, and accountability aligned to risk management and control responsibilities subjected to adequate risk management and internal controls

SYSTEM OF INTERNAL CONTROL AND COMPLIANCE PROCESS

The Group maintains a system of internal control that serves to safeguard its assets; identify and manage risk; ensure compliance with statutory and regulatory requirements; and to ensure operational results are closely monitored and substantial variances are promptly explained.

Whilst the Board maintains control and direction over appropriate strategic, financial, organizational and compliance issues, it has delegated the implementation of the system of internal controls to the executive management, led by the Executive Director. The Executive Director, who is empowered to manage the business of the Group, has primary operational responsibility for the system of internal controls.


STATEMENT ON RISK MANAGEMENT ANDINTERNAL CONTROL (Cont’d)

The management of TOB identify key compliance risk areas as guided by the Group Compliance Framework and conduct ongoing compliance checks. Reports on the compliance status of the entities are submitted to the TOB’s Audit Committee for review. The Group Compliance Framework is established to outline the governance structure on compliance risk management functions and control responsibilities.

The Audit Committees of TOB review internal control issues identified by the respective Internal Auditors, the external auditors and management, and evaluate the adequacy and effectiveness of their risk management and internal control systems. They also review the internal audit functions with particular emphasis on the scope and frequency of audits and the adequacy of resources.

The Group’s risk appetite sets out the level of risk tolerance and limits to govern, manage and control the Group’s risk taking activities. The strategic objectives, business plans, desired risk profile and capital plans are required to be aligned with the risk appetite.

The Board convenes meetings on quarterly basis in order to maintain full and effective supervision. The Executive Director, being the principal channel of communication between the Board and the management, will lead the presentation of Board papers and provide comprehensive explanation on main issues. In arriving at any decisions based on recommendations by management and the Audit Committee, a thorough deliberation and discussion by the Board is a prerequisite.

The salient features of the Group’s system of internal control include, inter alia :-

• An organizational structure with clearly defined lines of responsibility and relevant authority has been set up for the Group.

• The Group’s management with the assistance of a centralized human resource function sets the policies for recruitment, training and appraisal of the employees within the Group.

• Policies and procedures which sets out the compliance standards for daily operations for the respective business units of the Group;

• The Group’s management meets monthly to review the operational and financial performance of the businesses in the Group and its subsidiaries, and to discuss key business, operational and management issues.

• The Board of Directors receives and reviews quarterly performance reports on the Group and its subsidiaries from the management, and discuss on significant business and risk issues

WHISTLE-BLOWING

The Group has a whistle-blowing policy and procedure to provide opportunity for employees, directors and others to raise their concerns of any malpractice within the Group. The objective of the policy and procedure is to provide and facilitate a mechanism for whistleblower to report concern about any suspected and/or known misconduct, wrongdoings, corruption, fraud, waste and/or any abuse of power.

This will enable each case/issue can be investigated and for appropriate action to be taken to ensure that the matter is resolved effectively and within the Group wherever possible.

CONCLUSION

The Executive Director (ED) and Chief Financial Officer (“CFO”) are fully aware of the issues highlighted to the Board arising from the weaknesses in the corporate governance and internal control systems of the Group. The ED and CFO had given their assurance that the Group’s risk management and internal control system are operating adequately and effectively in all material aspects. Together with the Board, the CEO and the CFO are in the process of improving the adequacy, effectiveness and efficiency of the corporate governance practices and the systems of internal control in the Group to continue to safeguard the interest of the shareholders’ investment and the Group’s assets.

There are guidelines within the Group for hiring and termination of staff, formal training programmes for staff and annual performance appraisals to enhance the level of staff competency in carrying out their duties and responsibilities. There are policy guidelines and authority limits imposed on executive directors and management within the Group in respect of the day-to-day operations.

Policies and procedures to ensure compliance with internal controls and the relevant laws and regulations are set out in operations manuals, guidelines and directives issued by the Group which are updated from time to time. Procedural guidelines are established to set out a systematic process and procedure in the review of the adequacy and effectiveness of the risk management and internal control system.

The Board is of the view that the risk management and internal control systems of the Group require continuous pertinent efforts from the Board to improve its adequacy, effectiveness and efficiency in meeting the Group’s strategic objectives.


STATEMENT OF CORPORATE GOVERNANCE

The Board of Directors (“Board”) of Tanjung Offshore Berhad (“TOB” or the “Company”) recognises and is committed in upholding a high benchmark of corporate governance and ensuring controls, systems and processes are well sustained for the Group. The Board will continuously evaluate the status of the Group’s corporate governance practices and procedures with a view to adopt and implement the Best Practices of the Code wherever applicable in the best interests of the stakeholders of the Company. This statement is prepared pursuant to the Malaysian Code on Corporate Governance 2012 (“MCCG 2012” or the “Code”) and the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”).

1. Roles & Responsibilities of the Board

The Board is fully aware of its responsibilities and has adopted as key roles in strategising the direction of the Group and has assumed the following duties in demonstrating the following fiduciary and leadership roles:

• Overseeing and monitoring the conduct of business, financial performance and any major capital intensive investments of the Group;

• Reviewing and implementing appropriate budgets and strategic business plans of the Group, monitoring compliance with applicable financial reporting standards and integrity and adequacy of all financial information disclosure;

• Identifying principal risks and ensuring the implementation of appropriate internal controls and mitigation measures to effectively monitor and manage risks;

• Reviewing the adequacy and integrity of the internal control and management information systems of the Group;• Developing a corporate code of conduct within the Group to address any conflicts of interest relating to the stakeholders of

the Company; and• Establishing and overseeing the development and implementation of the corporate communication policies with shareholders,

stakeholders and the public.

DIRECTORS

The Chairman ensures its smooth and effective functioning within the Board.

The Executive Directors (“EDs”) are responsible for overseeing the day- to- day operations and affairs of the Company.

The Non-Executive Directors (“NEDs”), both Independent and Non- independent, are responsible in providing insights, unbiased and independent views, advice and judgement towards the Board and bring impartiality to Board deliberations and decision making. NEDs play as a vital check and balance role by challenging and scrutinising the Management’s proposals and recommendations in an objective manner to the decision making process at the Board level.

BOARD COMPOSITION

As at the date of this statement, the Board now comprises of seven (7) Directors, including two (2) EDs, six (6) NEDs where five (5) of them being Independent Directors. This composition satisfies the MMLR where it stated that at least two (2) Directors or one-third of the Board must be independent.

Together the Directors act in the best interest of the Company and believe that the current Board composition fairly reflects the interests of its shareholders to provide effective leadership, strategic direction and necessary governance to the Group. These Directors collectively have skills and experiences from different field of business, in terms of commercial, financial, technical, corporate and legal experience for the effective management of the Group’s businesses.

The Company has also formalised a set of ethical standards through a code of conduct, which is subject to periodical review, to ensure Directors practice ethical, business like and lawful conduct, including proper use of authority and appropriate decorum when acting as the Board.

The Board conducted assessment on the independence of the Independent Directors and is satisfied that the Independent Directors have met the independence criteria stated in the MMLR

None of the Independent Directors have served the Company exceeding a cumulative terms of nine (9) years. At present, the Company do not have a formal policy to limit the tenure of independent director to nine (9) years. However, the Board is mindful of the recommendation in the Code to ensure effectiveness of independent directors.

BOARD COMMITTEE

The Board has established different board committees to assist the Board in discharging its duties. These committees are as follows:-

Audit Committee (“AC”)

The composition of the Audit Committee is in compliance with relevant regulatory requirements. The report of the Audit Committee is stated herein.


STATEMENT OF CORPORATE GOVERNANCE (Cont’d)

BOARD COMMITTEE (cont’d)

Nomination Committee (“NC”)

The Board recognises the importance in having a Board with appropriate mix of skills, competencies and expertise is the fundamental to how policies and strategies are shaped and contribute to the quality of decision making.

Therefore, the NC’s functions and responsibilities are set out in the term of reference (“TOR”) as follows:-

• Recommend to the Board the minimum requirements for appointments of the Board, Board Committees and the senior key management of the Group;

• Review annually the overall composition of the Board in terms of size and skills, balance between EDs and NEDs, independence and mix of other core competencies required for the Group;

• Assess annually the effectiveness of the Board and several key personnel in the management as a whole;• Formulating the nomination, selection, election and succession policies for members of the Board and Board

Committees; and• Overseeing Board induction and training programmes.

The NC meets at least once in each financial year and additional meetings may be arranged at any time when necessary.

The NC members are as follows:-

Name Independent DesignationDato’ Maheran binti Mohd Salleh Yes Chairperson

Independent NEDDatuk Suraj Singh Gill Yes Member

Independent NEDDatuk Syed Hussian bin Syed Junid Yes Member

Independent NED

The activities carried out by the NC during the financial year and up to the date of this Annual Report are as follows:

• Reviewed and assessed the suitability of candidate for appointment as director.• Reviewed the mix of skill and experience and other qualities of the Board;• Reviewed the assessment of the effectiveness of the Board as a whole, the Board Committees and the Directors; and• Reviewed and recommended to the Board on the re- election of Directors retiring at the Annual General Meeting.

Remuneration Committee (“RC”)

The Board has established a remuneration policy and procedure to facilitate the RC to review consider and recommend to the Board the levels and elements of remuneration of Directors with executive functions and the senior management. The Board as a whole determines the allowances of the Non-ExecutiveDirectors and the Non-Executive Chairman after considering the recommendation of the RC.

The RC meets once a year in each financial year and additional meetings may be called any time when necessary.

The RC members are as follows:-

Name Independent DesignationDato Maheran binti Mohd Salleh Yes Chairperson

Non-Executive DirectorDatuk Dr. Nik Norzul bin N. Hassan Thani No Member

Non-Executive ChairmanTan Sri Datuk Tan Kean Soon No Member

Executive Deputy Chairman



BOARD COMMITTEE (cont’d)

Remuneration Committee (“RC”) (cont’d)

The determination of remuneration packages of the Executive Directors are matters for the Board as a whole. The remuneration scheme of the Directors is structured in a way to attract, retain and motivate them in order to run the Group successfully.

The Board reviews the remuneration of the Executive Directors annually whereby the respective EDs are not allowed to involve in the discussion or contribute to any decision making on their own remuneration package.

The aggregate remuneration of the Directors for the financial year ended 31 December 2015 is as follows:-

Remuneration Per year Executive Directors Non- Executive Directors TotalBasic salary 1,239,852 – 1,239,852Bonuses 101,310 – 101,310Fees – 401,500 401,500Total 1,341,162 401,500 1,742,662

Remuneration Band (RM) per year Executive Directors Non-Executive Directors0 - 50,000 – –50,001 - 100,000 – 7*100,001 - 150,000 2** 1* 150,001 – 200,000 – 1*200,001 – 250,000 – –> 250,000 2 –

* One of the Directors has resigned during current financial year** Both Directors have resigned during the current financial year.

Share Issuance Scheme Committee (“SISC”)

The SISC shall be vested with such powers and duties as are conferred upon it by the Board including the following powers:-

• To administer the Share Issuance Scheme (“SISC”) and to grant share options in accordance to the Bye-Laws;• To recommend to the Board to establish, amend, and revoke Bye- Laws, rules and regulations to facilitate the

implementation of the SIS;• To construct and interpret the provisions hereof in the best interest of the Company; and• Generally, to exercise such powers and perform such acts as are deemed necessary or expedient to promote the best

interest of the Group.

The SISC members are as follows:-

Name DesignationTan Sri Datuk Tan Kean Soon Member

Executive Deputy ChairmanRahmandin @ Rahmanudin bin Md Shamsudin Member

ED/Group Chief Executive Officer

As at 30 April 2016, the status of the SIS is as follows:-

No. of SIS Options Granted up to 30 April 2016

No. of SIS exercised as at 30 April 2016

Cancelled No. of SIS Options Outstanding as at

30 April 2016

Date of expiry of SIS Scheme

55,688,000 24,009,100 2,112,900 29,566,000 7 May 2016


BOARD’S COMMITMENT

The Board meets at least four times a year, with additional meeting are called upon when decisions on urgent matters arise between the scheduled meetings. Papers and documents pertaining to matters on the agenda for the Board and Board Committees meetings are furnished to the Directors in advance of the meetings to ensure they are fully aware of the upcoming issues. Board Committee meetings are held prior to the Board meetings, to allow the Committees to properly convey the matters and reports to the Board.

The record of attendance of each director at Board Meetings of the Company in 2015 is as follow:-

Name No. of Meetings Attended % of Attendance

Dato’ Dr. Nik Norzul Thani bin N. Hassan Thani(appointed on 23 March 2015)

7/7 100%

Tan Sri Datuk Tan Kean Soon 12/12 100%

Rahmandin@Rahmanudin bin Md. Shamsudin(Appointed on 12 February 2015)

9/9 100%

Datuk Suraj Singh Gill(Appointed on 31 March 2015)

6/6 100%

Datuk Syed Hussian bin Syed Junid(Appointed on 31 March 2015)

5/6 83%

Dato’ Maheran bte Mohd Salleh(Appointed on 23 March 2015)

7/7 100%

Tan Sam Eng(Appointed on 23 March 2015)

7/7 100%

Datuk Mohd Hafarizam bin Harun(Resigned on 22 February 2016 )

7/7 100%

Dato’ Dr. Ab Wahab Bin Haji Ibrahim(Resigned on 17 August 2015)

10/11 90%

George William Warren Jr.(Resigned on 23 March 2015)

4/4 100%

Shahrizal Hisham bin Abdul Halim(Resigned on 31 March 2015)

4/4 100%

Muhammad Sabri bin Ab Ghani(Resigned on 23 March 2015)

4/4 100%

Tan Wee Koh(Resigned on 31 March 2015)

6/6 100%

As of above, all Directors have complied with the minimum of 50% attendance requirement on Board meetings.



SUPPLY OF INFORMATION

The Board recognizes that the decision making process is highly dependent on the quality of information furnished. As such, the Board members have full and unrestricted access to all information concerning the Group’s affairs. Prior to the Board meetings, all Board members are provided with the agenda and board papers containing information relevant to the business of the meeting to enable them to obtain further explanations, where necessary, in order to be properly briefed before the meetings. The Board papers including information on major financial, operational and corporate matters of the Group. The Board members also have access to the advice and services of the Company Secretary, senior management and independent professional advisers including the external auditors.

Along with good governance practices and in order to enhance transparency and accountability, the Board has established and put in place the following policies and procedures which are made available at the office of the Company. These include the:-

- Code of Conduct- Shareholder’s Right relating to General Meeting

Further information of the Group’s operations is also made available at the Company’s website at www.tanjungoffshore.com.my.

APPOINTMENT AND RE-ELECTION

In accordance with Article 103 of the Company’s Articles of Association, at least one-third of the Directors for the time being shall retire from office and be subject to retirement by rotation at each Annual General Meeting (“AGM”). The article also provides that all Directors shall retire once in every three (3) years in compliance with the Code. Directors who are appointed before the next AGM will retire and be subject to re-election by shareholders at the next AGM.

DIRECTOR’S TRAINING

All Directors of the Company have completed the Mandatory Accreditation Programme (“MAP”) by Bursa Malaysia. The Company does not have a formal training program for new Director but they receive briefings and updates on the Group’s businesses, operations, risk management, internal control, finance and relevant legislation, rules and regulations. The briefings and updates aims at communication to the newly appointed Directors, the Company’s vision and mission, its philosophy and nature of the business, current issues within the Group, the corporate strategy and the expectation of the Company concerning input of the Director.

The Directors are encouraged to attend various external and internal professional courses, briefings, and seminars relevant to the Group to keep themselves abreast with latest development in the industry, regulatory updates or changes and to enhance their skills and knowledge.

The Board acknowledged that the Directors through varied experiences and qualifications provided the desired contribution and support to the functions of the Board. Directors’ training is an on-going process as Directors recognize the need to continually develop and refresh their knowledge and skills, and to update themselves on market development.

Directors are encouraged to attend continuous education programmes and seminars to keep abreast of relevant changes in laws and regulations and the development in the industry.

Additionally, the Directors are also updated on a continuing basis on new and/ or revised requirements to the Listing Requirements as and when the same were advised by the Bursa Securities. The Directors will continue to undergo other relevant training programmes, conferences and seminars that may further enhance their skills and knowledge.

The individual directors are to evaluate and determine relevant programmes, seminars, briefings or dialogues available that would best enable them to enhance their knowledge and contributions towards the Group.



CORPORATE DISCLOSURE POLICY

The Board has, based on the recommendation of the Code, adopted a Corporate Disclosure Policy to ensure accurate, clear, timely and complete disclosure of material information necessary for informed investing and take reasonable steps to ensure that all who invest in the Company’s securities enjoy equal access to such information to avoid an individual or selective disclosure. These will be reviewed and improved on from time to time.

ThIs Policy applies to all Directors, management, officers and employees of the Group.

RELATIONSHIP WITH SHAREHOLDERS

The Group recognises the importance of effective communication with its shareholders and investors to keep them informed of the major development of the group. As such, a shareholder communications policy has been implemented for the purpose. Information is disseminated through the following channels:-

• Annual Report;• Circulars to shareholders;• Various disclosures and announcement to Bursa Securities Malaysia Berhad; and• Company’s website at www.tanjungoffshore.com.my

In addition, shareholders and investors can have a channel of communication with the Group Corporate Finance to direct any queries and provide feedback to the Group.

Tel No : 03-2087 7000Fax No : 03- 2092 1043Email : [email protected]

The main forum for dialogue with shareholders remains at the Annual General Meeting (“AGM”). AGM provides opportunity for shareholders to seek clarifications or raise questions pertaining to the operations and financials of the Group. Senior Management and External Auditors are also available to respond to any shareholder’s queries during the AGM.

The shareholders are informed of their rights to demand for poll prior to the commencement of each general meeting.

CORPORATE SOCIAL RESPONSIBILITY

The Company is consistent in its Corporate Social Responsibility (CSR) agenda, and is committed to employing responsible practices with regard to the development and improvement of its employees, the environment as well as in our local communities.

The Company’s employees are the greatest assets of the Group. As much as the Company commits to give back to the society, the Company also commits significant resources in nurturing human talents, technical skills upgrading, career development programs and lifelong learning. The Company aims to instill good civic values so that the employees too can act as ambassadors in advancing the worthy causes.

A CSR policy is established to ensure the Company’s business operations are conducted according to best industry standards and practices. Integrity is a core element of the Company’s business and operational competency model. A key feature of this is that all business interactions will be discharged in a socially responsible manner. The goal is to behave ethically and with integrity in the communities where the Company operates directly and indirectly, and to respect cultural, national and religious diversity.

The CSR policy is to be assessed, reviewed and updated annually, with the assistance and advice from the Company Secretary, in accordance with the needs of the Company and as and when there are changes to the regulations that may have an impact on the Board in discharging its responsibilities. Any change and or updates to the policy shall be recommended to the Board for approval.



ACCOUNTABILITY AND AUDIT

1. Financial Reporting

The Board is responsible to present a balanced, clear and comprehensive assessment of the Group’s financial performance and prospects through the quarterly and annual financial statements to shareholders. The Board and the Audit Committee have to ensure that the financial statements are drawn up in accordance with the provisions of the Companies Act, 1965 and applicable approved accounting standards in Malaysia. In presenting the financial statements, the Board has reviewed and ensured that appropriate accounting policies have been used, consistently applied and supported by reasonable judgments and estimates.

2. Internal Control

The Board has overall responsibility for maintaining a sound and effective system of internal control of the Group, covering not only financial controls but also controls relating to operations, compliance and risk management to safeguard shareholders investments and the Group’s assets. The Board also recognizes that the system of internal control has inherent limitations and is aware that such a system can only provide reasonable and not absolute assurance against material misstatements, loss or fraud.

The internal control system of the Group is supported by an established organizational structure with well-defined authority and responsibility lines, and which comprises of appropriate financial, operational and compliance controls.

3. Relationship with Auditors

The Board, via the AC, has established a formal and transparent arrangement for maintaining an appropriate relationship with its auditors, both external and internal. The AC will evaluate the performance, independence and objectivity of the external auditors prior to making any recommendation to the Board on the re-appointment of the external auditors. The external auditors are to meet with the AC without the presence of the Management at least 2 times during one financial year.

4. Statement of Directors’ Responsibility

The Directors are required by the Companies Act, 1965 to prepare financial statements for each financial year, which give a true and fair view of the state of affairs of the Group and the Company and of the results and cash flow of the Group and the Company for the financial year then ended.

In preparing the financial statements for the FYE 2014, the Directors have:-

• Adopted the appropriate accounting policies and applied them consistently;• Made judgments and estimates that are reasonable and prudent;• Ensure applicable approved accounting standards have been followed, and any material departures have been disclosed

and explained in the financial statements; and • Ensure the financial statements have been prepared on a going concern basis.

The Directors are responsible for keeping proper accounting records of the Group and Company, which disclose with reasonable accuracy the financial position of the Group and the Company, and which will enable them to ensure the financial statements have complied with the provisions of the Companies Act, 1965 and the applicable approved accounting standards in Malaysia.

The Directors have the general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.




5. Gender Diversity

To date, the Board has appointed two women to the Board of Directors of Tanjung and they are Dato’ Maheran (Independent Non-Executive Director) and Ms Tan(Independent Non-Executive Director).

The NC shall oversee the procedure in addition to the board recruitment, board performance evaluation and succession planning processes. We shall always aim to provide a suitable working environment that is free from harassment and discrimination in order to attract and retain women participation in the Board, and also to have diversity in ethnicity and age on board as well as workforce.

6. Compliance Statement

The above statements are clear reflections of the conscious efforts of the Board and Management to strengthen the Company’s governance process. The Board believes this to be an ongoing process and shall continue to strive for full adoption of the Best Practices of the Code in the near future.


OTHER INFORMATION

OTHER DISCLOSURE REQUIREMENTS

a) Share Buybacks

The Company had not renewed the share buy-back mandate since the Eighth Annual General Meeting, therefore no share buy-back were carried out during the financial year under review.

b) Options, Warrants or Convertible Securities

As at 31 December 2015, the share option movements are as detailed below:-

No of Share Options granted as at

31 December 2015

Share Options Exercised as at 31 December 2015

Share Options Cancelled as at 31 December 2015

No of Share Options outstanding as at

30 December 201555,688,000 24,009,100 2,112,900 29,566,000

As at 31 December 2015, the number of outstanding Warrant A are as follows:-

Conversion price Outstanding as at 31 December 2015

Expiry Date

Warrants A RM0.50 29,981,990 7 April 2016

c) Depository Receipt (“DR”) Program

During the financial year under review, the Company did not sponsor any DR Program. d) Imposition of Sanctions/Penalties

There were no public sanctions and/or penalties imposed on the Company or its subsidiaries, Directors or management by the relevant regulatory bodies during the financial year under review.

e) Non-Audit Fees

The Board has engaged Messrs Ferrier Hodgson to perform a special audit on certain transactions undertaken by the Company in the financial year ended 31 December 2015. Save as disclosed above, there were no other non-audit fees paid to the external auditors during the financial year under review.

f) Variation in Results

There was no material variation between the audited results for the financial year ended 31 December 2015 and the unaudited results previously announced.

g) Material Contracts

To the best of the Board’s knowledge, there are no material contracts involving the Group with any of the major shareholders or Directors in office during the year under review.

h) Contracts Relating to Loans

No contract relating to loans was executed by the Company during the year under review. i) Profit guarantees

No profit guarantees were provided by the Company or its subsidiaries during the year under review. j) Related Party Transactions (“RPT”)

No RPT were transacted during the year under review.


Financial Contents

39 Directors’ Report

44 Statement by Directors

45 Statutory Declaration

46 Independent Auditors’ Report

48 Statements of Financial Position

50 Statements of Profit or Loss

51 Statements of Comprehensive Income

52 Statement of Changes in Equity

54 Statements of Cash Flows

56 Notes to the Financial Statements


REPORT OF THE DIRECTORSfor the Financial Year Ended 31 December 2015

The directors hereby submit their report together with the audited financial statements of the Group and the Company for the financial year ended 31 December 2015.

PRINCIPAL ACTIVITIES

The Company is principally engaged in investment holding. The principal activities of the subsidiaries are described in Note 7 to the Financial Statements. There have been no significant changes in the nature of the activities during the current financial year.

RESULTS

GROUP COMPANYRM RM

Net (loss) / profit for the year (76,255,283) 3,733,343

In the opinion of the directors except for the impairment losses and allowance for doubtful debts totalling to RM78,969,285, the results of the operations of the Group and the Company during the financial year have not been affected by any item, transaction or event of a material or unusual nature.

DIVIDENDS

There were no dividend paid or declared since the end of the previous financial year ended and the directors do not recommend any final dividend in respect of the current financial year.

RESERVES AND PROVISIONS

There were no material transfers to or from reserves or provisions other than those disclosed in the financial statements.

ISSUANCE OF SHARES

During the financial year, the Company has issued the following ordinary shares:

No. of Shares Issued Issue Price Purposes

7,012,702 RM0.50 Exercise of Share Issuance Scheme

The new ordinary shares issued during the current financial year rank pari passu in all respects with the existing ordinary shares held in the Company, other than those disclosed in the following section on unexercised options granted to executive directors and employees of the Group and the Company.


REPORT OF THE DIRECTORS (Cont’d)for the Financial Year Ended 31 December 2015

UNEXERCISED OPTIONS GRANTED

i) Share Issuance Scheme (“SIS”)

The SIS is governed by the By-Laws approved by the shareholders at an Extraordinary General Meeting held on 07 February 2013 and is to be in force for a period of 3 years. The SIS has been effective on 12 July 2013. The salient features, terms and details of the SIS are disclosed in Note 28 to the Financial Statements.

As at 31 December 2015, there were 29,566,000 (2014: 37,196,300) uni ssued ordinary shares pursuant to the SIS options granted under the SIS scheme, at RM0.50 per share.

ii) Issuance of Warrants

The subscription price of Warrant A 2006/2016 is RM0.50. The details of the issuance of Warrants are disclosed in Note 29 to the Financial Statements.

As at 31 December 2015, there is a total of 29,981,990 (2014: 29,981,990) outstanding Warrant A 2006/2016 warrants. The said warrant expired in 2016.

DIRECTORS

The directors who held office since the date of the last report are:

Tan Sri Datuk Tan Kean SoonRahmandin @ Rahmanudin bin Md. ShamsudinTan Sam EngDato’ Maheran binti Mohd SallehDatuk Dr. Nik Norzrul Thani bin N. Hassan ThaniDatuk Syed Hussian bin Syed JunidDatuk Suraj Singh GillDatuk Mohd Hafarizam bin Harun (Resigned w.e.f 22.02.2016)Dato’ Dr. (H) Ab Wahab bin Haji Ibrahim (Resigned w.e.f 17.08.2015)

DIRECTORS’ BENEFITS

During and at the end of the financial year, no arrangements subsisted to which the Company or its subsidiaries is a party, with the object or objects of enabling directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.

Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by the directors 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.



DIRECTORS’ INTERESTS

According to the Register of Directors’ Shareholdings, the interests of directors in office at the end of the financial year in the ordinary shares of the Company during the financial year are as follows:

Number of Ordinary Shares of RM0.50 each

At 01.01.2015

Bought/Consolidation

Sold/Consolidation

At 31.12.2015

Direct Interests:Rahmandin @ Rahmanudin bin Md. Shamsudin – 37,183,900 – 37,183,900Tan Sri Datuk Tan Kean Soon 17,889,600 10,330,400 – 28,220,000Datuk Dr. Nik Norzrul Thani bin N. Hassan Thani – 4,460,000 – 4,460,000Datuk Syed Hussian bin Syed Junid 70,000 – – 70,000

Indirect Interests:Tan Sri Datuk Tan Kean Soon* 4,050,000 2,032,000 (4,050,000) 2,032,000Datuk Dr. Nik Norzrul Thani bin N. Hassan Thani^ – 4,190,000 – 4,190,000Dato’ Maheran binti Mohd Salleh^ – 4,190,000 – 4,190,000

Number of Warrants over Ordinary Shares of RM0.50 eachAt 01.01.2015 Granted Vested At 31.12.2015

Rahmandin @ Rahmanudin bin Md. Shamsudin 937,039 – – 937,039

* Deemed interest pursuant to Section 134(12) of the Companies Act, 1965^ Deemed interest pursuant to Section 6A of the Companies Act, 1965

None of the other directors in office at the end of the financial year held any shares or debentures in the Company or in any related corporations during the financial year ended 31 December 2015.



OTHER STATUTORY INFORMATION

Before the financial statements of the Group and the Company were prepared, the directors took reasonable steps:

(a) to ascertain that proper action had been taken in relation to the writing-off of bad debts and the making of allowance for doubtful debts, and have satisfied themselves that all known bad debts had been written off and that adequate allowance had been made for doubtful debts; and

(b) to ensure that any current assets which were unlikely to be realised at their book values in the ordinary course of business have been written down to their estimated realisable values.

As of the date of this report, the directors are not aware of any circumstances:

(a) which would render the amount written off for bad debts or the amount of the allowance for doubtful debts inadequate to any substantial extent in the financial statements of the Group and the Company; or

(b) which would render the values attributed to current assets in the financial statements of the Group and the Company misleading; or

(c) which have arisen which render adherence to the existing method of valuation of assets and liabilities of the Group and the Company misleading or inappropriate; or

(d) not otherwise dealt with in this report or financial statements which would render any amount stated in the financial statements of the Group and the Company misleading.

As of the date of this report, there does not exist:

(a) any charge on the assets of the Group and the Company which has arisen since the end of the financial year and secures the liability of any other person; or

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

No contingent or other liability has become enforceable, or is likely to become enforceable within the period of twelve months after the end of the financial year which, in the opinion of the directors, will or may substantially affect the ability of the Group and the Company to meet its obligations as and when they fall due. In the opinion of the directors, no item, transaction or event of a material or unusual nature has arisen in the interval between the end of the financial year and the date of this report which is likely to affect substantially the results of the operations of the Group and the Company for the current financial year.



AUDITORS

The retiring auditors, Messrs. AljeffriDean, have indicated their willingness to be re-appointed in accordance with Section 172(2) of the Companies Act, 1965. Signed on behalf of the Board of Directors in accordance with a resolution of the directors,

Tan Sri Datuk Tan Kean Soon

Rahmandin @ Rahmanudin bin Md. Shamsudin Kuala Lumpur,28 March 2016


STATEMENT BY THE DIRECTORSPursuant to Section 169 (15) of the Companies Act, 1965

The directors of Tanjung Offshore Berhad state that, in their opinion, the financial statements set out in pages 48 to 105 are drawn up in accordance with the Malaysian Financial Reporting Standards, International Financial Reporting Standards and the provisions of the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial positions of the Group and the Company as at 31 December 2015 and of their financial performance and the cash flows of the Group and the Company for the financial year ended on that date.

In the opinion of the directors, the information set out in Note 39 to the Financial Statements has been compiled in accordance with the Guidance on Special Matter No.1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosures pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants, and the directive of Bursa Malaysia Securities Berhad. Signed on behalf of the Board of Directors in accordance with a resolution of the directors,

Rahmandin @ Rahmanudin bin Md. Shamsudin Tan Sri Datuk Tan Kean Soon Kuala Lumpur,28 March 2016


I, Ong Fee Peng, the officer primarily responsible for the financial management of Tanjung Offshore Berhad, do solemnly and sincerely declare that the financial statements set out in page 48 to 105 are, in my opinion, correct and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared by )By Ong Fee Peng )At Wilayah Persekutuan Kuala Lumpur )On 28 March 2016 )

Before me,

Commissioner for OathsAgong Sia (W460)

STATUTORY DECLARATIONPursuant to Section 169 (16) of the Companies Act, 1965


INDEPENDENT AUDITORS’ REPORTto the Members of Tanjung Offshore Berhad(Incorporated in Malaysia)

Report on the Financial Statements

We have audited the financial statements of Tanjung Offshore Berhad, which comprise statements of financial position as at 31 December 2015 of the Group and of the Company, statements of profit or loss and statements of other comprehensive income, statements of changes in equity and statements of cash flows of the Group and the Company for the year then ended, and a summary of significant accounting policies and other explanatory information, as set out on pages 48 to 105.

Directors’ Responsibility for the Financial Statements

The directors of the Company are responsible for the preparation of financial statements so as to give a true and fair view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia. The directors are also responsible for such internal control as the directors determine is necessary to enable the preparation of 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 Company’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 Company’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 the Company as of 31 December 2015 and of their financial performance and cash flows for the year then ended in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia.

Report on Other Legal and Regulatory Requirements

In accordance with the requirements of the Companies Act, 1965 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 all the subsidiaries of which we have not acted as auditors, which are indicated in Note 7 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.


INDEPENDENT AUDITORS’ REPORT (Cont’d)to the Members of Tanjung Offshore Berhad(Incorporated in Malaysia)

Other Reporting Responsibilities

The supplementary information set out in Note 39 is disclosed to meet the requirement of Bursa Malaysia Securities Berhad and is not part of the financial statements. The directors are responsible for the preparation of the supplementary information in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants (“MIA Guidance”) and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all material 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.

AljeffriDeanAF 1366Chartered Accountants

Kuala Lumpur, 28 March 2016

Zuhairi DziaruddinNo. 3145/06/16(J)Chartered Accountant


STATEMENTS OF FINANCIAL POSITIONas at 31 December 2015

GROUP COMPANYNOTE 2015 2014 2015 2014

RM RM RM RM

NON-CURRENT ASSETSProperty, plant and equipment 5 14,174,699 15,562,577 – – Intangible assets 6 2,969,366 3,242,638 – – Subsidiary companies 7 – – 95,364,167 95,364,167 Associate company 8 1,285 1,285 – – Joint venture 9 337,623 331,582 – – Investment property 10 26,618,655 36,439,960 – – Other investments 11 3,511,434 489,897 2,139,834 – Other receivables, deposits and prepayments 12 4,860,000 6,480,000 4,860,000 6,480,000

52,473,062 62,547,939 102,364,001 101,844,167

CURRENT ASSETSInventories 13 284,640 1,416,507 – – Trade receivables 14 35,296,394 39,984,602 – – Other receivables, deposits and prepayments 12 13,062,280 59,636,034 2,742,991 3,873,613 Amount owing by subsidiary companies 7 – – 110,697,943 97,989,251 Amount owing by associate company 8 1,276 100,380 – – Amount owing by joint venture 9 2,978,661 2,538,796 – – Other investments 11 53,870 20,226,182 53,870 18,926,182 Cash and cash equivalents 15 67,229,016 52,363,234 25,875,102 11,474,941

118,906,137 176,265,735 139,369,906 132,263,987

TOTAL ASSETS 171,379,199 238,813,674 241,733,907 234,108,154

See accompanying notes to the financial statements.


STATEMENTS OF FINANCIAL POSITION (Cont’d)as at 31 December 2015


RM RM RM RM

NON-CURRENT LIABILITYHire purchase and finance lease payables 16 2,836,392 3,499,067 – –

2,836,392 3,499,067 – –

CURRENT LIABILITIESTrade payables 17 28,652,090 31,644,958 – – Other payables, provisions and accruals 18 16,021,273 10,216,745 1,213,125 967,339 Amount owing to subsidiary companies 7 – – 24,914,406 24,739,678 Hire purchase and finance lease payables 16 696,459 713,102 – – Provision for taxation 755,616 2,161,750 98,446 98,446

46,125,438 44,736,555 26,225,977 25,805,463

TOTAL LIABILITIES 48,961,830 48,235,622 26,225,977 25,805,463

EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY

Share capital 19 190,767,645 187,261,294 190,767,645 187,261,294 Treasury shares 20 (4,396,520) (4,396,520) (4,396,520) (4,396,520)Reserves 21 (63,953,756) 7,713,278 29,136,805 25,437,917

TOTAL EQUITY 122,417,369 190,578,052 215,507,930 208,302,691

TOTAL LIABILITIES AND EQUITY 171,379,199 238,813,674 241,733,907 234,108,154



STATEMENTS OF PROFIT OR LOSSfor the Financial Year Ended 31 December 2015


RM RM RM RM

Continuing Operations

Revenue3(q), 22 60,606,042 107,344,762 709,271 1,555,799

Cost of sales (54,857,846) (84,069,876) – –

Gross profit 5,748,196 23,274,886 709,271 1,555,799 Other income 876,710 1,373,078 76,914 8,835,942 Operating expenses (80,378,674) (24,197,255) 2,963,645 (6,364,429)

(Loss)/Profit from operations (73,753,768) 450,709 3,749,830 4,027,312 Finance costs 23 (56,844) (322,610) (16,487) (25,281)Share of profit of joint venture 6,041 76,582 – –

(Loss)/Profit before zakat and taxation 24 (73,804,571) 204,681 3,733,343 4,002,031 Zakat and taxation 25 (2,274,973) (2,916,756) – (215,028)

(Loss)/Profit for the year after tax (76,079,544) (2,712,075) 3,733,343 3,787,003

Discontinued Operations (Loss)/Profit for the year after tax 26 (175,739) 3,772,868 – –

Net (loss)/profit for the year (76,255,283) 1,060,793 3,733,343 3,787,003

Net (loss)/profit for the year attributable to:Equity holders of the Company (76,255,283) 1,060,793 3,733,343 3,787,003

(Losses)/Earnings per share attributable to equity holders of the Company (Sen): 27Basic- Continuing operations (20.13) (0.74)- Discontinued operations (0.05) 1.02

(20.18) 0.28

Diluted- Continuing operations (20.13) (0.74)- Discontinued operations (0.05) 1.02

(20.18) 0.28



STATEMENTS OF OTHER COMPREHENSIVE INCOMEfor the Financial Year Ended 31 December 2015


GROUP COMPANY2015 2014 2015 2014

RM RM RM RM

Net (loss)/profit for the year (76,255,283) 1,060,793 3,733,343 3,787,003

Other comprehensive income/(loss):Items that will be subsequently reclassified to profit or lossExchange differences on translating of foreign operations 4,622,755 (152,233) – – Revaluation of short term investment- Net fair value changes in short term investment (34,506) 15,895 (34,455) 15,895 - Reclassification adjustments – 1,993 – 1,993

4,588,249 (134,345) (34,455) 17,888

Total comprehensive (loss)/income for the year (71,667,034) 926,448 3,698,888 3,804,891

Total comprehensive (loss)/income for the year attributable to:

Equity holders of the Company (71,667,034) 926,448 3,698,888 3,804,891


STATEMENTS OF CHANGES IN EQUITYfor the Financial Year Ended 31 December 2015

GR

OU

PA

ttri

but

able

to

Eq

uity

Ho

lder

s o

f th

e C

om

pan

yN

on

Dis

trib

utab

leD

istr

ibut

able

Eq

uity

-S

ettl

edFo

reig

n E

mp

loye

eIn

vest

men

tC

urre

ncy

Sha

re

Trea

sury

S

hare

C

apit

alB

enefi

tsR

eval

uati

on

Tran

slat

ion

Acc

umul

ated

Tota

lN

OT

EC

apit

alS

hare

sP

rem

ium

Res

erve

Res

erve

Res

erve

Res

erve

Loss

esE

qui

tyR

MR

MR

MR

MR

MR

MR

MR

MR

M

Bal

ance

as

at

01.0

1.20

1418

2,96

4,99

5 (4

,396

,520

)68

,657

,604

(1

9,57

9,02

8) 5

31,4

16

4,4

96

(481

,193

) (4

3,15

4,26

5) 1

84,5

47,5

05

Issu

ance

of o

rdin

ary

shar

es p

ursu

ant

to S

IS4,

296,

299

– 81

,197

–

(8

1,19

7) –

–

–

4

,296

,299

R

ecog

nitio

n of

sh

are-

base

d pa

ymen

ts28

– –

– –

8

07,8

00

–

–

–

807

,800

Ef

fect

on

canc

ella

tion

of S

IS28

– –

– –

(1

3,34

1) –

–

1

3,34

1 –

D

ispo

sal o

f su

bsid

iary

co

mpa

ny–

– –

–

(164

,057

) –

–

1

64,0

57

–

Tota

l com

preh

ensi

ve

inco

me

for

the

year

– –

– –

–

1

7,88

8 (1

52,2

33)

1,0

60,7

93

926

,448

B

alan

ce a

s at

31

.12.

2014

187,

261,

294

(4,3

96,5

20)

68,

738,

801

(19,

579,

028)

1,0

80,6

21

22,

384

(633

,426

) (4

1,91

6,07

4) 1

90,5

78,0

52

Issu

ance

of o

rdin

ary

shar

es p

ursu

ant

to S

IS28

3,50

6,35

1 –

–

–

–

–

–

–

3,5

06,3

51

Tota

l com

preh

ensi

ve

loss

for

the

year

– –

–

–

–

(34,

506)

4,6

22,7

55

(76,

255,

283)

(71,

667,

034)

Bal

ance

as

at

31.1

2.20

1519

0,76

7,64

5 (4

,396

,520

) 6

8,73

8,80

1 (1

9,57

9,02

8) 1

,080

,621

(1

2,12

2) 3

,989

,329

(1

18,1

71,3

57)

122

,417

,369

See

acc

ompa

nyin

g no

tes

to th

e fin

anci

al s

tate

men

ts.


STATEMENTS OF CHANGES IN EQUITY (Cont’d)for the Financial Year Ended 31 December 2015

CO

MPA

NY

Att

rib

utab

le t

o E

qui

ty H

old

ers

of

the

Co

mp

any

No

n D

istr

ibut

able

Dis

trib

utab

leE

qui

ty-

Set

tled

Em

plo

yee

Inve

stm

ent

Sha

re

Trea

sury

S

hare

C

apit

alB

enefi

tsR

eval

uati

on

Acc

umul

ated

Tota

lN

OT

EC

apit

alS

hare

sP

rem

ium

Res

erve

Res

erve

Res

erve

Loss

esE

qui

tyR

MR

MR

MR

MR

MR

MR

MR

M

Bal

ance

as

at 0

1.01

.201

4

182,

964,

995

(4,3

96,5

20)

68,

655,

496

1,9

75,4

62

531

,416

4

,496

(5

0,34

1,64

4) 1

99,3

93,7

01

Issu

ance

of o

rdin

ary

shar

es

purs

uant

to S

IS 4

,296

,299

–

8

1,19

7 –

(8

1,19

7) –

–

4

,296

,299

R

ecog

nitio

n of

sha

re-b

ased

pa

ymen

ts28

–

–

–

–

807

,800

–

–

8

07,8

00

Effe

ct o

n ca

ncel

latio

n of

SIS

28 –

–

–

–

(1

3,34

1) –

1

3,34

1 –

D

ispo

sal o

f sub

sidi

ary

com

pany

–

–

–

–

(164

,057

) –

1

64,0

57

–

Tota

l com

preh

ensi

ve in

com

e fo

r th

e ye

ar –

–

–

–

–

1

7,88

8 3

,787

,003

3

,804

,891

Bal

ance

as

at 3

1.12

.201

4 1

87,2

61,2

94

(4,3

96,5

20)

68,

736,

693

1,9

75,4

62

1,0

80,6

21

22,

384

(46,

377,

243)

208,

302,

691

Issu

ance

of o

rdin

ary

shar

es

purs

uant

to S

IS28

3,5

06,3

51

–

–

–

–

–

–

3,5

06,3

51

Tota

l com

preh

ensi

ve in

com

e fo

r th

e ye

ar –

–

–

–

–

(3

4,45

5) 3

,733

,343

3

,698

,888

Bal

ance

as

at 3

1.12

.201

5 1

90,7

67,6

45

(4,3

96,5

20)

68,

736,

693

1,9

75,4

62

1,0

80,6

21

(12,

071)

(42,

643,

900)

215

,507

,930

See

acc

ompa

nyin

g no

tes

to th

e fin

anci

al s

tate

men

ts.


STATEMENTS OF CASH FLOWfor the Financial Year Ended 31 December 2015


RM RM RM RM

CASH FLOW FROM OPERATING ACTIVITIES(Loss)/Profit before zakat and taxation- From continuing operations (73,804,571) 204,681 3,733,343 4,002,031 - From discontinued operations 26 (175,739) 3,772,868 – –

(73,980,310) 3,977,549 3,733,343 4,002,031

Adjustments for:Amortisation of intangible assets 273,272 273,272 – – Allowance for doubtful debts, impairment and written off,

net off recovered 78,969,285 660,632 4,560,509 –

Depreciation of property, plant and equipment 2,400,423 5,880,290 – – Interest expense 648,309 613,823 16,487 25,281 Loss on disposal of associate company – 46,931 – – Unrealised (gain)/loss on foreign exchange (10,180,160) (245,522) (10,464,659) 178,005 SIS expenses – 807,800 – – Written off of amount owing by subsidiary companies – – – 1,254,019 Gain on disposal of a subsidiary company – (359,501) – (8,835,942)(Gain)/Loss on disposal of property, plant and equipment (35,267) 37,886 – – (Gain)/Loss on redemption of other investment – (47,607) – 1,993 Share of profit of joint venture (6,041) (76,582) – – Share of loss of certain projects (355,880) – – – Interest income (1,014,018) (1,936,949) (676,607) (1,555,799)Dividend income (62,465) – (32,664) – Reversal of provision – (3,537,521) – –

Operating (loss)/profit before changes in working capital (3,342,852) 6,094,501 (2,863,591) (4,930,412)Decrease in inventories 1,131,867 12,023,492 – – Decrease/(Increase) in receivables 1,203,536 589,156 (198,144) 103,403 Balances with subsidiary companies – – (2,069,305) (24,001,905)Balances with related companies – (2,675,723) – (1,700,343)Balances with associate companies 99,104 (100,380) – – Balances with joint venture (439,866) (2,538,796) – – Increase/(Decrease) in payables 2,661,135 (10,337,353) 245,786 614,262

Cash generated from/(used in) operations 1,312,923 3,054,897 (4,885,254) (29,914,995)Zakat paid – (270,000) – (270,000)Tax refund 92,174 1,355,624 – – Tax paid (4,277,400) (2,271,055) (371,584) (673,708)Refurbishment cost incurred – (26,106,240) – –

Net cash used in operating activities (2,872,302) (24,236,774) (5,256,838) (30,858,703)



STATEMENTS OF CASH FLOW (Cont’d)for the Financial Year Ended 31 December 2015



RM RM RM RM

CASH FLOW FROM INVESTING ACTIVITIESPurchase of property, plant and equipment (1,035,544) (271,892) – – Proceeds from disposal of property, plant and equipment 58,266 880,288 – – Net cash inflow from disposal of a subsidiary company 30 1,620,000 4,136,430 1,620,000 900,000 Net cash on acquisition of a subsidiary company 31 – (36,789,000) – (36,789,000)Incorporation of joint venture – (255,000) – – Purchase of other investment – (11,300,000) – (9,500,000)Proceed from redemption of other investment 14,208,000 5,000,000 14,208,000 5,000,000 Interest received 643,882 1,591,537 306,471 1,150,682 Dividend received 62,465 – 32,664 –

Net cash generated from/(used in) investing activities 15,557,069 (37,007,637) 16,167,135 (39,238,318)

CASH FLOW FROM FINANCING ACTIVITIESIssuance of shares 3,506,351 4,296,299 3,506,351 4,296,299 Net term loan and other borrowings – (60,243) – – Repayment of hire purchase and finance lease (679,318) (1,020,043) – – Interest paid (648,309) (613,823) (16,487) (25,281)Decrease/(Increase) in cash and cash equivalents pledged

as security 1,759,661 5,326,756 1,759,661 (724,071)

Net cash generated from financing activities 3,938,385 7,928,946 5,249,525 3,546,947

Net increase/(decrease) in cash and cash equivalents 16,623,152 (53,315,465) 16,159,822 (66,550,074)Cash and cash equivalents at beginning of the year 50,153,573 103,468,875 9,265,280 75,815,354 Effects on exchange rate changes on cash and cash

equivalents 2,291 163 – –

Cash and cash equivalents at end of the year 32 66,779,016 50,153,573 25,425,102 9,265,280


NOTES TO THE FINANCIAL STATEMENTSfor the Financial Year Ended 31 December 2015

1. GENERAL INFORMATION

The Company is a public limited company domiciled and incorporated in Malaysia and listed on the Main Market of the Bursa Malaysia Securities Berhad.

The registered office is located at 802, 8th Floor, Block C, Kelana Square, 17 Jalan SS7/26, 47301 Petaling Jaya,Selangor Darul Ehsan.

The principal place of business is located at Suite 5-1, Level 5, Menara UOA Damansara II, No.6 Changkat Semantan, Damansara Heights, 50490 Kuala Lumpur.

The Company is principally engaged in investment holding. The principal activities of the subsidiaries are described in Note 7 to the Financial Statements. There have been no significant changes in the nature of the activities during the current financial year.

The functional currency of the Company is Ringgit Malaysia (“RM”) as the sales and purchases are mainly denominated in RM, receipts from operations are usually retained in RM and funds from financing activities are mainly generated in RM.

For the purpose of the consolidated financial statements, the financial statements of each entity within the Group are expressed in RM, which is the functional currency of the Company, and the presentation currency for the consolidated financial statements.

2. ADOPTION OF AMENDMENTS TO MALAYSIAN FINANCIAL REPORTING STANDARDS AND ANNUAL

IMPROVEMENTS The accounting policies adopted by the Group and by the Company are consistent with those adopted in the previous year

except as discussed below: MFRSs that do not have significant impacts on these financial statements The following annual improvements issued by the Malaysian Accounting Standards Board (“MASB”) have been adopted

which are effective for financial periods beginning on or after 01 January 2015:

Annual improvements to MFRSs 2010 - 2012 Cycle Annual improvements to MFRSs 2011 - 2013 Cycle

The adoption of the above pronouncements did not have any impact on the financial statements of the Group and the Company.

MFRSs that have been issued but are not yet effective The Group and the Company have not adopted the following MFRSs that have been issued by the MASB but are not yet

effective:

Effectiveforannualperiodbeginningonorafter01January2016 Amendments to MFRS 11 Joint Arrangements - Accounting for Acquisitions of Interests in Joint Operations Amendments to MFRS 101 Presentation of Financial Statements - Disclosure Initiative Amendments to MFRS 127 Separate Financial Statements - Equity Method in Separate Financial Statements

Amendments to MFRS 116 Property, Plant and Equipment and MFRS 138 Intangible Assets - Clarification of Acceptable Methods of Depreciation and Amortisation

Amendments to MFRS 10 Consolidated Financial Statements, MFRS 12 Disclosure of Interests in Other Entities and MFRS 128 Investments in Associates and Joint Ventures - Investment Entities: Applying the Consolidation Exception

Annual improvements to MFRSs 2012 - 2014 Cycle Amendments to MFRS 10 Consolidated Financial Statements and MFRS 128 Investments in Associates and Joint Ventures

- Sale or Contribution of Assets between an Investor and its Associate or Joint Venture *


NOTES TO THE FINANCIAL STATEMENTS (Cont’d)for the Financial Year Ended 31 December 2015

2. ADOPTION OF AMENDMENTS TO MALAYSIAN FINANCIAL REPORTING STANDARDS AND ANNUAL IMPROVEMENTS (cont’d)

Effectiveforannualperiodbeginningonorafter01January2018 MFRS 15 Revenue from Contracts with Customers

MFRS 9 Financial Instruments (IFRS 9 Financial Instruments as issued by the International Accounting Standards Board in July 2014)

* The effective date of these Standards have been deferred, and yet to be announced by MASB.

These pronouncements are not expected to have any effect to the financial statements of the Group and the Company upon their initial application, except as described below:

MFRS9FinancialInstruments In November 2014, MASB issued the final version of MFRS 9 Financial Instruments which reflects all phases of the financial

instruments project and replaces MFRS 139 Financial Instruments: Recognition and Measurement and all previous versions of MFRS 9. The standard introduces new requirements for classification and measurement, impairment and hedge accounting. MFRS 9 is effective for annual periods beginning on or after 01 January 2018, with early application permitted. Retrospective application is required, but comparative information is not compulsory. The adoption of MFRS 9 will have an effect on the classification and measurement of the Group’s financial assets, but no impact on the classification and measurement of the Group’s financial liabilities.

MFRS15RevenuefromContractswithCustomers The core principle of MFRS 15 is that an entity should recognise revenue which depicts the transfer of promised goods or

services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Under MFRS 15, an entity recognises revenue when (or as) a performance obligation is satisfied. Either a full or modified retrospective application is required for annual periods beginning on or after 01 January 2018 with early adoption permitted. The Group is currently assessing the impact of MFRS 15 and plans to adopt the new standard on the stipulated effective date. MFRS 15 establishes a new five-step models that will apply to revenue arising from contracts with customers. MFRS 15 will supersede the current revenue recognition guidance including MFRS 118 Revenue, MFRS 111 Construction Contracts and the related interpretations when it becomes effective.

3. SIGNIFICANT ACCOUNTING POLICIES

The financial statements have been prepared in accordance with the Malaysian Financial Reporting Standards (“MFRSs”), International Financial Reporting Standards (“IFRSs”) and the provisions of the Companies Act, 1965.

(a) BasisofPreparation

The financial statements have been prepared on the historical cost basis unless otherwise indicated in the other section of accounting policies.

The principal accounting policies adopted are set out below.

(b) BasisofConsolidation

The consolidated financial statements incorporate the financial statements of the Company and all subsidiaries. Subsidiaries are entities controlled by the Company. The Group controls an entity when it 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. Potential voting rights are considered when assessing control only when such rights are substantive. The Group considers it has de facto power over an investee when, despite not having the majority of voting rights, it has the current ability to direct the activities of the investee that significantly affect the investee’s return.

Investment in subsidiaries is accounted for in the Company’s separate financial statements at cost. If an investment in a subsidiary is classified as held for sale, that investment is accounted for in accordance with MFRS 5 Non-current Assets Held for Sale and Discontinued Operations.



3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(b) BasisofConsolidation(cont’d)

The results of a subsidiary are included in the consolidated financial statements from the acquisition date until the date on which the Company ceases to control the subsidiary. Any difference between the fair value of the consideration received from the loss of control of a subsidiary and the carrying amount as at the date when control is lost, including the cumulative amount of any translation difference that relate to the subsidiary formerly recognised in other comprehensive income, is reclassified to consolidated profit or loss as a gain or loss. Consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances.

Non-controlling interests are presented in the consolidated statement of financial position within equity, separately from the equity attributable to owners of the Company. Non-controlling interests in the profit or loss of the Group are also separately disclosed.

Changes in the Company’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 interests are adjusted and the fair value of the consideration paid or received are recognised directly in equity and attributable to the owners of the Company.

All intragroup balances, transactions, income and expenses are eliminated in full.

(c) BusinessCombinations

Business combinations are accounted for by applying the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, the liabilities incurred by the Group to former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition-related costs are generally recognised in profit or loss as incurred.

At the acquisition date, the Group allocates the cost of a business combination by recognising the acquiree’s identifiable assets, liabilities and contingent liabilities that satisfy the recognition criteria in MFRS 3 Business Combinations at their fair values, except for non-current assets and disposal groups that are classified as held for sale in accordance with MFRS 5 Non-current Assets Held for Sale and Discontinued Operations, which are recognised at fair value less costs to sell.

(d) Property,PlantandEquipment

The cost of an item of property, plant and equipment is recognised as an asset when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. After recognition as an asset, items of property, plant and equipment are carried at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided on a straight-line basis so as to write off the depreciable amount of the following assets over their estimated useful lives, as follows:

Percentage (%)Freehold land and building 2Leasehold land and building Over 80 months - 50 yearsFurniture and fittings 10Renovation 10Workshop tools 20Office equipment 10 – 33 1/3Motor vehicles 20 – 25Equipment 10 – 50Plant and machinery 10 – 33 1/3

Depreciation of an asset under construction begins when it is ready for its intended use. The residual values and useful lives of depreciable assets, if significant, are reviewed at the end of each reporting period.




(d) Property,PlantandEquipment(cont’d)

The carrying amounts of items of property, plant and equipment are derecognised on disposal or when no future economic benefits are expected from their use. Any gain or loss arising from the derecognition of items of property, plant and equipment, determined as the difference between the net disposal proceeds, if any, and the carrying amounts of the item, is included in profit or loss. Neither the sale proceeds nor any gain on derecognition is classified as revenue.

(e) Goodwill

Goodwill arising on the acquisition of a subsidiary or a proportionately consolidated jointly-controlled entity, being the excess of the aggregate of the consideration transferred, the amount of any non-controlling interest in the acquiree, and the acquirer’s previously held equity interest in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. After initial recognition, goodwill is measured at cost less any accumulated impairment losses.

Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated at the acquisition date to each of the Group’s cash-generating units that are expected to benefit from the synergies of the combination. A cash-generating unit to which goodwill has been allocated is tested for impairment annually, and whenever there is an indication that the unit may be impaired, by comparing the carrying amount of the unit, including the goodwill, with the recoverable amount of the unit. An impairment loss is recognised for a cash-generating unit when the recoverable amount of the unit is less than the carrying amount of the unit. Any impairment loss recognised is first allocated to reduce the carrying amount of any goodwill allocated to the unit and then, to the other assets of the unit within the scope of MFRS 136 Impairment of Assets pro rata on the basis of the carrying amount of each applicable asset in the unit. Any impairment loss recognised for goodwill is not reversed.

Goodwill arising on the acquisition of investments in associates is included within the carrying amount of the investments and is assessed for impairment as part of the investment.

If, after reassessment, the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised exceeds the cost of the business combination, the excess is recognised immediately in profit or loss.

On disposal of a subsidiary or a proportionately consolidated jointly-controlled entity, the attributable amount of goodwill is included in the determination of the gain or loss on disposal.

(f) OtherIntangibleAssets

Intangible assets are recognised when it is probable that future economic benefits that are attributable to the assets will flow to the Group and the cost of the assets can be measured reliably.

InternallyGeneratedIntangibleAssets

Costs associated with internally generated intangible assets arising from research activities are recognised in profit or loss in the period in which the expenditure is incurred.

An internally generated intangible asset arising from development activities is recognised only when all of the following conditions are demonstrated:

- the technical feasibility of completing the intangible asset so that it will be available for use or sale.- the intention to complete the intangible asset and thereafter use it or sell it.- the ability to either use or sell the intangible asset.- how the intangible asset will generate probable future economic benefits.- the availability of adequate technical, financial and other resources to complete the development and thereafter to

use or sell the intangible asset.- the ability to measure reliably the expenditure attributable to the intangible asset during its development phrase.

Other development expenditure is recognised in profit or loss as and when it is incurred.




(f) OtherIntangibleAssets(cont’d)

InternallyGeneratedIntangibleAssets(cont’d)

After initial recognition, internally generated intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. Internally generated gas generator development costs are amortised on a straight-line basis over their estimated useful lives of 15 years. The amortisation period and method are reviewed at least at the end of each reporting period.

The carrying amounts of intangible assets are derecognised on disposal or when no future economic benefits are expected from their use. Any gain or loss arising from the derecognition of an intangible asset, determined as the difference between the net disposal proceeds, if any, and the carrying amounts of the asset, is recognised in profit or loss. Neither the sale proceeds nor any gain on derecognition is classified as revenue.

(g) InvestmentinAssociates

An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

Investment in associates is accounted for in the Company’s separate financial statements at cost. If an associate is classified as held for sale, the investment is accounted for in accordance with MFRS 5 Non-current Assets Held for Sale and Discontinued Operations.

Investment in associates are accounted for in the Group’s consolidated financial statements using the equity method until the date the Group ceases to have significant influence over the associates or the investment is classified as held for sale in accordance with MFRS 5 Non-current Assets Held for Sale and Discontinued Operations.

Under the equity method, investment in associates are initially recognised at cost and thereafter, the carrying amount is increased or decreased to recognise the Group’s share of the profit or loss of the investees after the date of acquisition. Losses of associates in excess of the Group’s interest in the associates, include any long-term interests that form part of the Group’s net investment in the associates, are not recognised.

Profits or losses on transactions entered into between the Group and associates are eliminated to the extent of the Group’s interest in the associates.

On acquisition of an investment in an associate, any excess of the cost of the investment over the Group’s share of the net fair value of the associate’s identifiable assets, liabilities and contingent liabilities is included in the carrying amount of the investment. If, after reassessment, the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised exceeds the cost of the business combination, the excess is included as income in the determination of the Group’s share of the associates’ profit or loss in the period in which the investment is acquired.

(h) ImpairmentofAssetsOtherThanGoodwillandFinancialAssets

At the end of each reporting period, the Group assesses whether there is any indication that an asset may be impaired. If any such indication exists, the recoverable amount of the asset is estimated. Irrespective of whether there is any indication of impairment, the Group test an intangible asset with an indefinite useful life or an intangible asset not yet available for use for impairment annually by comparing the carrying amount with its recoverable amount. When there is an indication that an asset may be impaired but it is not possible to estimate the recoverable amount of the individual asset, the Group determines the recoverable amount of the cash-generating unit to which the asset belongs.

The recoverable amount of an asset and a cash-generating unit is the higher of the fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.




(h) ImpairmentofAssetsOtherThanGoodwillandFinancialAssets(cont’d)

If the recoverable amount of an asset or a cash-generating unit is less than the carrying amount, an impairment loss is recognised to reduce the carrying amount to its recoverable amount. An impairment loss for a cash-generating unit is

firstly allocated to reduce the carrying amount of any goodwill allocated to the cash-generating unit, and then, to the other assets of the unit within the scope of MFRS 136 Impairment of Assets pro rata on the basis of the carrying amount of each appropriate asset in the unit. An impairment loss is recognised immediately in profit or loss.

An impairment loss recognised in prior periods for an individual asset or the appropriate assets of a cash-generating unit is reversed when there has been a change in the estimates used to determine the asset’s recoverable amount. An impairment loss is reversed to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation, if no impairment loss had been recognised in prior periods. A reversal of an impairment loss is recognised immediately in profit or loss.

(i) Non-currentAssetsHeldforSale

Non-current assets and disposal groups are classified as held for sale if there has been a change in management intentions in respect of the future use of the asset or disposal group, and hence the carrying amount will be recovered principally through a sale transaction rather than through continuing use.

On initial classification as held for sale, non-current assets and disposal groups are measured at the lower of their

carrying amount and fair value less costs to sell. Immediately before the initial classification as held for sale, the carrying amount of non-current assets and disposal groups is measured in accordance with the applicable MFRSs.

An impairment loss is recognised for any initial or subsequent write-down of the assets and disposal groups to fair value

less costs to sell. Any subsequent increase in fair value less costs to sell is recognised as a gain in profit or loss, to the extent of the cumulative impairment loss that had previously been recognised.

(j) ForeignCurrencies

ForeignCurrencyTransactions

Transactions in foreign currencies are initially recorded in the functional currency by applying to the foreign currency amount the spot exchange rates between the functional currency and the foreign currency at the date of the transactions. At the end of each reporting period, foreign currency monetary items are translated using the closing rate. Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rates at the date of the transactions. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

Exchange differences are recognised in profit or loss in the period in which they arise except when a gain or loss on a non-monetary item is recognised in other comprehensive income. If so, any exchange differences relating to that gain or loss is recognised in other comprehensive income.

ExchangeDifferencesonNetInvestmentinForeignOperations

Exchange differences arising on monetary items that forms part of the Company’s net investment in foreign operations are recognised in the profit or loss in the separate financial statements of the Company. In the consolidated financial statements, such exchange differences are recognised initially in other comprehensive income and accumulated in equity under the heading of foreign currency translation reserves. On the disposal of a foreign operation, the cumulative amounts of the exchange differences relating to the foreign operation, recognised in other comprehensive income and accumulated in the separate component of equity, are reclassified from equity to profit or loss when the gain or loss on disposal is recognised.




(j) ForeignCurrencies(cont’d)

ForeignOperations

Assets and liabilities of foreign operations, including goodwill arising on the acquisition and any fair value adjustments, are translated into Ringgit Malaysia at the closing rate at the end of the reporting period. Income and expenses are translated at exchange rates approximating the exchange rates at the date of the transactions. All resulting exchange differences are recognised in other comprehensive income and accumulated in equity under the heading of foreign currency translation reserve. On disposal of the foreign operations, the cumulative amounts of the exchange differences relating to the foreign operations, recognised in other comprehensive income and accumulated in the separate component of equity, are reclassified from equity to profit or loss when the gain or loss on disposal is recognised.

(k) Inventories Inventories are measured at the lower of cost and net realisable value. Cost of inventories comprises all costs of

purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. Cost of inventories is assigned by using the First-in First-out method.

Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

(l) Share-basedPayments

The Group operates an equity-settled share-based payments scheme to allow the employees of the Group to acquire ordinary shares of the Company. The grant by the Company of options over its equity instruments to the employees of subsidiary undertakings in the Group is treated as a capital contribution in the subsidiaries’ financial statements. The fair value of employee services received, measured by reference to the grant date fair value, is recognised over the vesting period as an increase to investment in subsidiary undertakings, with a corresponding credit to equity-settled employee benefits reserve in the Company’s financial statements.

The fair value determined at the grant date is recognised as expense in profit or loss in accordance with MFRS 2 Share-based Payment over the periods during which the employees become unconditionally entitled to the options, based on the Group’s estimate of the ordinary shares that will eventually vest, and adjusted for the effect of non market-based vesting conditions. At the end of each reporting period, the Group revises the estimates of the number of options that are expected to become exercisable, and recognises the impact of the revision of the original estimates.

(m)Provisions A provision is recognised when the Group and the Company have a present legal or constructive obligation as a result

of a past event, 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. The risks and uncertainties are taken into account in reaching the best estimate of a provision. When the effect of the time value of money is material, the amount recognised in respect of the provision is the present value of the expenditure expected to be required to settle the obligation.

(n) Leases–aslessee

FinanceLeases

Leases of assets are classified as finance lease where substantially all the risks and benefits incidental to the ownership of the assets, but not the legal ownership, are transferred to the Group. The Group initially recognise finance leases as assets and liabilities in the statements of financial position at amounts equal to the fair value of the leased assets or, if lower, the present value of the minimum lease payments at the inception of the leases. Any initial direct costs are added to the amount recognised as an asset.




(n) Leases–aslessee(cont’d)

FinanceLeases(cont’d)

Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability. A finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Finance charges are recognised in profit or loss unless they are attributable to qualifying assets, in which case they are capitalised in accordance with the accounting policy for borrowing costs. Contingent rents are charged as an expense in profit or loss in the period in which they are incurred. The depreciation policy for depreciable leased assets is consistent with that of depreciable assets that are owned. If there is no reasonable certainty that the Group will obtained ownership by the end of the lease term, the leased assets are depreciated over the shorter of the lease terms and their useful lives.

OperatingLeases

All other leases are classified as operating leases. Lease payments under operating leases are recognised as expense in profit or loss on a straight-line basis over the lease term.

(o) FinancialAssets

Financial assets are recognised in the statements of financial position when the Group and the Company become a party to the contractual provisions of the instrument. Regular way purchases and sales of financial assets are recognised and derecognised using trade date accounting.

On initial recognition, financial assets are measured at fair value, plus transaction costs for financial assets not at ‘fair value through profit or loss’.

Effective interest method is a method of calculating the amortised cost of financial assets and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimate future cash receipts through the expected life of the financial assets or a shorter period to the net carrying amount of the financial assets.

After initial recognition, financial assets are classified into one of four categories: financial assets at ‘fair value through profit or loss’, ‘held-to-maturity’ investments, loans and receivables and ‘available-for-sale’ financial assets. The Group and the Company did not have any financial assets other than loans and receivables, ‘available-for-sale’ financial assets and ‘held-to-maturity’ investments.

LoansandReceivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.

After initial recognition, loans and receivables are measured at amortised cost using the effective interest method less any accumulated impairment losses. Gains or losses are recognised in profit or loss when loans and receivables are derecognised or impaired.

‘Available-for-Sale’

Investment in quoted equity and debt instruments that are traded in active market and certain unquoted equity instruments (when the fair value can be determined using a valuation technique) are classified as ‘available-for-sale’ financial assets. ‘Available-for-sale’ financial assets are measured at fair value.

Gains or losses on ‘available-for-sale’ financial assets are recognised in other comprehensive income, except for impairment losses and foreign exchange gains or losses, until the ‘available-for-sale’ financial assets are derecognised. At that time, the cumulative gains or losses previously recognised in other comprehensive income are reclassified from equity to profit or loss as a reclassification adjustment.




(o) FinancialAssets(cont’d)

‘Available-for-Sale’(cont’d)

Interest calculated 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 and the Company’s right to receive payment is established.

‘Held-to-Maturity’

‘Held-to-maturity’ investments are non-derivative financial assets with fixed or determinable payments and fixed maturity that the Group and the Company have the positive intention and ability to hold to maturity.

After initial recognition, ‘held-to-maturity’ investments are measured at amortised cost using the effective interest method less any accumulated impairment losses. Gains or losses are recognised in profit or loss when ‘held-to-maturity’ investments are derecognised or impaired.

ImpairmentofFinancialAssets

At the end of each reporting period, the Group and the Company assess whether there is any objective evidence that financial assets held are impaired. Financial assets are impaired if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the financial assets which have an impact on the estimated future cash flows of the financial assets that can be reliably measured.

For other financial assets, objective evidence could include:- significant financial difficulty of the issuer; or- a breach of contract; or- the lender granting to the borrower a concession that the lender would not otherwise consider; or- it becoming probable that the borrower will enter bankruptcy or other financial reorganisation; or- observable data indicating that there is a measurable decrease in the estimated future cash flows from the financial

assets since the initial recognition of those assets.

For certain categories of financial assets, such as trade receivables, if it is determined that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, the assets are included in a group with similar credit risk characteristics and collectively assessed for impairment.

The carrying amounts of the financial assets are reduced directly, except for the carrying amounts of trade receivables which are reduced through the use of an allowance account. Any impairment loss is recognised in profit or loss immediately. If, in later periods, the amount of any impairment loss decreases, the previously recognised impairment losses are reversed directly, except for the amounts related to trade receivables which are reversed to write back the amount previously provided in the allowance account. The reversal is recognised in profit or loss immediately.

If there is objective evidence that impairment losses have been incurred on financial assets carried at cost, the amount of any impairment loss is measured as the differences between the carrying amounts of the financial assets and the present value of their estimated future cash flows discounted at the current market rate of return for a similar financial assets. Such impairment losses are not reversed.

For ‘available-for-sale’ financial assets, if a decline in fair value has been recognised in other comprehensive income and there is objective evidence that the assets are impaired, the cumulative losses that have been recognised are reclassified to profit or loss.

Impairment losses recognised in profit or loss for an investment in an equity instrument classified as ‘available-for-sale’ financial assets are not reversed through profit or loss.




(o) FinancialAssets(cont’d)

ImpairmentofFinancialAssets(cont’d)

If the fair value of a debt instrument classified as an ‘available-for-sale’ financial asset subsequently increases, and the increase can be objectively related to an event occurring after the impairment losses were recognised in profit or loss, the impairment losses are reversed and recognised in profit or loss.

DerecognitionofFinancialAssets

Financial assets are derecognised when the contractual rights to the cash flows from the financial assets expire or the Group and the Company transfer the financial assets and the transfers qualify for derecognition.

On derecognition of financial assets in their entirety, the differences between the carrying amounts and the sum of the consideration received and any cumulative gains or losses that have been recognised in other comprehensive income are recognised in profit or loss.

(p) FinancialLiabilitiesandEquityInstrumentsIssuedbytheCompany

ClassificationofLiabilitiesandEquity

On initial recognition, financial liabilities and equity instruments are classified in accordance with the substance of the contractual arrangement.

Interests, dividends, losses and gains relating to a financial instrument that is classified as a financial liability is recognised as income or expense in profit or loss. Distributions to holders of an equity instrument are debited directly to equity, net of any related income tax benefit. Transaction costs of an equity instrument are accounted for as a deduction from equity, net of any related income tax benefit.

EquityInstruments

Equity instruments are any contracts that evidence a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue costs.

TreasuryShares

When the Company reacquires its own equity instruments (‘treasury shares’), these treasury shares are deducted from equity. No gains or losses are recognised in profit or loss on the purchase, sale, issue and cancellation of these treasury shares. Considerations paid or received are recognised directly in equity.

FinancialLiabilities

Financial liabilities are recognised on the statements of financial position when the Group and the Company become a party to the contractual provisions of the instrument.

On initial recognition, financial liabilities are measured at fair value, less transaction costs for financial liabilities not at ‘fair value through profit or loss’.

After initial recognition, financial liabilities are either classified as at ‘fair value through profit or loss’ or amortised cost using the effective interest method. The Group and the Company did not have any financial liabilities other than financial liabilities at amortised cost using the effective interest method.




(p) FinancialLiabilitiesandEquityInstrumentsIssuedbytheCompany(cont’d)

FinancialLiabilitiesatAmortisedCostusingtheEffectiveInterestMethod

Effective interest method is a method of calculating the amortised cost of financial liabilities and allocating the interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimate future cash payments through the expected life of the financial liabilities or a shorter period to the net carrying amount of the financial liabilities.

After initial recognition, financial liabilities other than financial liabilities at ‘fair value through profit or loss’ are measured at amortised cost using the effective interest method. Gains or losses are recognised in profit or loss when the financial liabilities are derecognised or impaired.

DerecognitionofFinancialLiabilities

Financial liabilities are derecognised when the obligation specified in the contract is discharged, cancelled or expires.

Any difference between the carrying amounts of financial liabilities derecognised and the consideration paid is recognised in profit or loss.

(q) Revenue

Revenue is measured at the fair value of the consideration received or receivable, net of discounts and indirect taxes applicable to the revenue.

Revenue is recognised in the profit or loss based on the following:

RenderingofServices

Revenue from rendering of services is recognised by reference to the stage of completion of the transaction at the end of the reporting period when the outcome of the transaction can be estimated reliably. Upfront payments for which there are subsequent deliverables are initially reported as deferred revenue and are recognised as revenue only when the deliverables are completed and accepted by the customers. Cost incurred for work performed for which performance milestones have yet to be achieved is initially recorded as deferred cost and recognised as cost of sales only when the deliverables are completed and accepted by customers.

SalesofGoods

Revenue from sales of goods is recognised when the following conditions are satisfied:- the Group has transferred to the buyer the significant risks and rewards of ownership of the goods;- the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor

effective control over the goods sold;- the amount of revenue can be measured reliably;- it is probable that the economic benefits associated with the transaction will flow to the Group; and- the costs incurred and to the incurred in respect of the transaction can be measured reliably.

InterestRevenue

Interest revenue is recognised on an accrued on a time basis.

DividendRevenue

Dividend revenue is recognised when the shareholder’s rights to receive payment is established.




(r) EmployeeBenefits

Short-termEmploymentBenefits

Short-term employment benefits, such as wages, salaries, bonuses, allowances and social security contributions, are recognised as expense when the employees have rendered services to the Group.

The expected cost of bonus payments are recognised when the Group and the Company have a present legal or constructive obligation to make such payments as a result of past events and a reliable estimate of the obligation can be made. A present obligation exists when the Group and the Company have no realistic alternative but to make the payments.

DefinedContributionPlan

Contributions payable to the defined contribution plan are recognised as expense when the employees have rendered services to the Group and the Company.

TerminationBenefits

Termination benefits are recognised as a liability and an expense when the Group is demonstrably committed to either terminate the employment of the employees before the normal retirement date, or provide termination benefits as a result of an offer made for voluntary redundancy. The Group is demonstrably committed to a termination when the Group has a detailed formal plan for the termination and are without realistic possibility of withdrawal.

Termination benefits in relation to the offer made to encourage voluntary redundancy are measured based on the number of employees expected to accept the offer.

(s) BorrowingCosts

Borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets are capitalised as part of the cost of the assets when the Group incurs the expenditure for the assets, incur borrowing costs and undertake activities that are necessary to prepare the assets for the intended use or sale.

Capitalisation of borrowing costs is suspended during extended periods in which active development is suspended and ceased when substantially all the activities necessary to prepare the qualifying assets for the intended use or sale are complete.

Other borrowing costs are recognised as expense in profit or loss when they are incurred.

(t) ZakatandIncomeTax

The Group and the Company recognise its obligation towards the payment of zakat and income tax in the statements of profit or loss.

Tax expense is the aggregate amount included in the determination of profit or loss for the period in respect of current tax and deferred tax. Current tax and deferred tax are charged or credited directly to other comprehensive income or equity if the tax relates to items that are credited or charged directly to other comprehensive income or equity. Current tax for current and prior periods is recognised as a liability to the extent unpaid. If the amount already paid in respect of the current and prior periods exceeds the amount due for those periods, the excess is recognised as an asset.

Current tax assets and liabilities for the current and prior periods are measured at the amounts expected to be paid or recovered, using the tax rates that have been enacted or substantially enacted by the end of the reporting period. Current tax assets and liabilities are offset only when the Group and the Company have a legally enforceable right to set off the recognised amounts and intend either to settle on a net basis, or to realise the asset and settle the liability simultaneously.




(t) ZakatandIncomeTax(cont’d)

Deferred tax is provided in full on temporary differences which are the differences between the carrying amounts in the financial statements and the corresponding tax base of an asset or liability at the end of the reporting period. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised for all deductible temporary differences to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences can be utilised. Deferred tax liabilities and assets are not recognised if the temporary differences arise from initial recognition of goodwill and the initial recognition of assets or liabilities that is not a business combination and at the time of the transaction, affected neither accounting profit nor taxable profit.

Deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Group and the Company expect to recover or settle the carrying amounts of their assets and liabilities and are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates that have been enacted or substantially enacted by the end of the reporting period.

The carrying amounts of the deferred tax assets are reviewed at the end of each reporting period, and they are reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow the benefit or part of the deferred tax assets to be utilised. The reduction is reversed to the extent that it becomes probable that sufficient taxable profit will be available. Deferred tax assets and liabilities are offset when the Group and the Company have a legally enforceable right to set off current tax assets and liabilities, and the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

(u) CashandCashEquivalents

Cash and cash equivalents in statements of cash flows comprise cash, bank balances and highly liquid investments that are readily convertible to a known amount of cash and which are subject to an insignificant risk of changes in value.

(v) SegmentalReporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segment, has been identified as the board of directors that makes strategic decisions.

Segment reporting is presented for enhanced assessment of the Group’s and the Company’s risks and returns. Business segments provide products or services that are subject to risk and returns that are different from those of other business segments. Geographical segments provide products or services within a particular economic environment that is subject to risks and returns that are different from those components operating in other economic environments.

Segment revenue, results, assets and liabilities are those amounts resulting from the operating activities of a segment that are directly attributable to the segment and the relevant portion that can be allocated on a reasonable basis to the segment. Segment revenue, results, assets and liabilities are determined after elimination of intragroup balances and intragroup transactions as part of the consolidation process.

(w) FinancialGuaranteeContracts

A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due.




(w) FinancialGuaranteeContracts(cont’d)

Financial guarantee contracts are recognised initially as a liability at fair value, net of transaction costs. Subsequent to initial recognition, financial guarantee contracts are recognised as income in the profit or loss over the period of the guarantee. If the debtor fails to make payment relating to financial guarantee contract when it is due and the Group, as the issuer, is required to reimburse the holder for the associated loss, the liability is measured at the higher of the best estimate of the expenditure required to settle the present obligation at the reporting date and the amount initially recognised less cumulative amortisation.

(x) OffsettingFinancialInstruments

Financial assets and liabilities are offset and the net amount presented in the statements of financial position when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneuosly.

(y) ContingentLiabilities

The Group does not recognise contingent liabilities, but discloses its existence in the financial statements. A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in the extremely rare case where there is a liability that cannot be recognised because it cannot be measured reliably.

(z) JointArrangements

Joint arrangements are arrangements of which the Group has joint control, established by contracts requiring unanimous consent for decisions about the activities that significantly affect the arrangements’ returns. Joint arrangements are classified as either joint operation or joint venture. A joint arrangement is classified as a joint operation when the Group or the Company has rights to the assets and obligations for the liabilities relating to an arrangement. Whilst, a joint arrangement is classified as a joint venture when the Group has rights only to the net assets of the arrangements.

JointVentures

Investment in joint ventures is accounted for in the consolidated financial statements using the equity method of accounting. Under the equity method, the investment in joint ventures is carried in the statements of financial position at cost adjusted for post-acquisition changes in the Group’s share of net assets of the joint ventures. The Group’s share of profit or loss of joint ventures is recognised in the statements of profit or loss. Where there has been a change recognised directly in the equity of the joint ventures, the Group recognises its share of such changes.

In applying the equity method, unrealised gains or losses on transactions between the Group and the joint ventures are eliminated to the extent of the Group’s interest in the joint ventures. After application of the equity method, the Group determines whether it is necessary to recognise any additional impairment loss with respect to the Group’s net investment in the joint ventures. The Group determines at each reporting date whether there is any objective evidence that the investment in the joint ventures is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the joint venture and its carrying value and recognises the amount in statements of profit or loss. The joint ventures are equity accounted for from the date the Group obtains joint control until the date the Group ceases to have joint control over the joint ventures.

Goodwill relating to a joint venture is included in the carrying amount of the investment and is not amortised. Any excess of the Group’s share of the net fair value of the joint ventures’ identifiable assets, liabilities and contingent liabilities over the cost of the investments is excluded from the carrying amount of the investment and is instead included as income in the determination of the Group’s share of the joint ventures’ profit or loss in the year in which the investments are acquired.




(z) JointArrangements(cont’d)

JointVentures(cont’d)

When the Group’s share of losses in joint ventures equals or exceeds its interest in the joint ventures, including any long-term interests that, in substance, form part of the Group’s net investment in the joint ventures, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the joint ventures.

The most recent available audited financial statements of the joint ventures are used by the Group in applying the equity method. Where the dates of the audited financial statements used are not coterminous with those of the Group, the share of results is arrived at from the last audited financial statements available and management financial statements to the end of the accounting year. Uniform accounting policies are adopted for like transactions and events in similar circumstances.

On disposal of such investment, the difference between net disposal proceeds and their carrying amounts is included in the statement of profit or loss.

JointOperations

A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control.

The Group as a joint operator recognises in relation to its interest in a joint operation:(a) its assets, including its share of any assets held jointly; (b) its liabilities, including its share of any liabilities incurred jointly; (c) its revenue from the sale of its share of the output arising from the joint operation;(d) its share of the revenue from the sale of the output by the joint operation;(e) its expenses, including its share of any expenses incurred jointly.

The Group accounts for the assets, liabilities, revenues and expenses relating to its interest in a joint operation in accordance with the MFRSs applicable to the particular assets, liabilities, revenues and expenses.

Profits or losses resulting from transactions between the Group and its joint operation are recognised in the Group’s financial statements only to the extent of unrelated investors’ interests in the joint operation.

(aa)InvestmentProperty

Investment property which is held to earn rentals or for capital appreciation or both, including property that is being constructed or developed for future use as investment property, is measured initially at its cost. Transaction costs are included in the initial measurement.

After initial recognition as investment property, investment property is carried at cost less accumulated depreciation and any accumulated impairment losses.

Depreciation of an investment property begins when it is ready for its intended use.

An investment property is derecognised on disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from its disposal. Any gain or loss arising from derecognition, determined as the difference between any net disposal proceeds and the carrying amounts of the investment property, and is recognised in statements of profit or loss.



4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

CriticalJudgementsinApplyingtheAccountingPolicies

The judgements, apart from those involving estimations described below, that the management has made in the process of applying the accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows:

RevenueRecognition

The Group is a party to the contractual agreements, which can involve upfront and milestone payments that may occur over several years. These agreements may also involve certain future obligations. Revenue is only recognised when, in management’s judgement, the significant risks and rewards of ownership have been transferred or when the obligation has been fulfilled.

DeferredTaxAssets

Deferred tax assets are recognised for all unused tax losses and unabsorbed capital allowances to the extent that it is probable that future taxable profits will be available against which the tax losses and capital allowances can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with future tax planning strategies.

KeySourcesofEstimationUncertainty

The key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:

ImpairmentofFinancialAssets

The Group assesses at each reporting date whether there is any objective evidence that a financial asset is impaired. To determine whether there is objective evidence of impairment, the Group considers factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments. Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated based on historical loss experience for assets with similar credit risk characteristics.

UsefulLivesofProperty,PlantandEquipment

Property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives. The management exercises their judgement in estimating the useful lives of the depreciable assets. The Group assesses annually the useful lives of the property, plant and equipment and if the expectation differs from the original estimate, such difference will impact the depreciation in the period in which such estimate has been charged.

Share-basedPaymentstoEmployees

The cost of providing the share-based payments to the employees is charged to the profit or loss over the vesting period. The cost is based on the fair value of the options and the number of the options expected to vest. The fair value of the options is determined using Black-Scholes-Merton option pricing model.

AmortisationofIntangibleAssets

The development costs of gas generators are amortised on a straight line basis over their useful lives of 15 years. The Group assesses annually the useful lives of the intangible assets and if the expectation differs from the original estimate, such difference will impact the amortisation expenses in the period in which such estimate has been charged.



5.

PR

OP

ER

TY,

PLA

NT

AN

D E

QU

IPM

EN

T

GR

OU

PFr

ee

ho

ld

lan

d

an

d

bu

ildin

g

Lea

seh

old

la

nd

a

nd

b

uild

ing

Furn

itu

re

an

d

fitt

ing

s R

en

ova

tio

n W

ork

sho

p

too

ls

Offi

ce

eq

uip

me

nt

Mo

tor

veh

icle

s E

qu

ipm

en

t P

lan

t a

nd

m

ach

ine

ry

Ass

ets

un

de

r c

on

stru

cti

on

Tota

l A

t 31

Dec

em

be

r 20

15 R

M

RM

R

M

RM

R

M

RM

R

M

RM

R

M

RM

R

M

Co

st

Beg

inni

ng o

f the

yea

r

4,05

8,84

5 1

,829

,917

8

14,5

93

–

1,5

24,9

81

8,1

19,8

96

2,5

38,2

20

37,

351,

672

13,

792,

629

48,

103

70,

078,

856

Ad

ditio

ns –

–

6

7,85

2 2

24,2

10

29,

600

443

,295

–

–

2

70,5

87

–

1,0

35,5

44

Rec

lass

ifica

tion

from

/(to)

–

–

–

–

–

48,

103

–

–

–

(48,

103)

–

Dis

pos

al/W

ritte

n of

f –

–

–

–

–

–

(2

29,9

61)

–

–

–

(229

,961

)

End

of t

he y

ear

4,

058,

845

1,8

29,9

17

882

,445

2

24,2

10

1,5

54,5

81

8,6

11,2

94

2,3

08,2

59

37,

351,

672

14,

063,

216

–

70,

884,

439

Ac

cu

mu

late

d

De

pre

cia

tio

nB

egin

ning

of t

he y

ear

948

,113

2

61,8

29

348

,635

–

7

71,6

12

5,8

89,7

44

2,3

04,4

73

37,

351,

672

6,6

40,2

01

–

54,

516,

279

Cha

rge

for

the

year

80,

827

35,

000

91,

106

188

,418

1

,410

6

48,3

99

71,

071

–

1,2

84,1

92

–

2,4

00,4

23

Dis

pos

al/W

ritte

n of

f –

–

–

–

–

–

(2

06,9

62)

–

–

–

(206

,962

)

End

of t

he y

ear

1,

028,

940

296

,829

4

39,7

41

188

,418

7

73,0

22

6,5

38,1

43

2,1

68,5

82

37,

351,

672

7,9

24,3

93

–

56,

709,

740

Net

Ca

rryi

ng

Am

ou

nt

3,02

9,90

5 1

,533

,088

4

42,7

04

35,

792

781

,559

2

,073

,151

1

39,6

77

–

6,1

38,8

23

–

14,

174,

699



5.

PR

OP

ER

TY,

PLA

NT

AN

D E

QU

IPM

EN

T (C

ont

’d)

GR

OU

PFr

ee

ho

ld

lan

d a

nd

b

uild

ing

Lea

seh

old

la

nd

an

d

bu

ildin

g

Furn

itu

re

an

d

fitt

ing

s R

en

ova

tio

n W

ork

sho

p

too

ls

Offi

ce

eq

uip

me

nt

Mo

tor

veh

icle

s E

qu

ipm

en

t P

lan

t a

nd

m

ach

ine

ry

Ass

ets

un

de

r c

on

stru

cti

on

Tota

l A

t 31

Dec

em

be

r 20

14 R

M

RM

R

M

RM

R

M

RM

R

M

RM

R

M

RM

R

M

Co

st

Beg

inni

ng o

f the

yea

r 5

,097

,248

2

,557

,917

1

,109

,461

4

,061

,937

3

,373

,387

9

,878

,985

4

,103

,749

3

7,35

1,67

2 2

8,93

1,45

6 2

27,2

20

96,

693,

032

Ad

ditio

ns –

–

2

6,40

2 3

,650

–

1

08,2

52

79,

257

–

–

54,

331

271

,892

R

ecla

ssifi

catio

n fr

om/(t

o) –

–

–

1

98,5

42

–

(198

,542

) –

–

–

–

–

D

isp

osal

/Writ

ten

off

(1,0

38,4

03)

–

–

–

–

(20,

443)

(97,

665)

–

(9,0

00)

–

(1,1

65,5

11)

Dis

pos

al o

f a s

ubsd

iary

co

mpa

ny –

(7

28,0

00)

(321

,270

) (4

,264

,129

) (1

,848

,406

) (1

,648

,356

) (1

,547

,121

) –

(1

5,12

9,82

7) (2

33,4

48)

(25,

720,

557)

End

of t

he y

ear

4,0

58,8

45

1,8

29,9

17

814

,593

–

1

,524

,981

8

,119

,896

2

,538

,220

3

7,35

1,67

2 1

3,79

2,62

9 4

8,10

3 7

0,07

8,85

6

Ac

cu

mu

late

d

De

pre

cia

tio

nB

egin

ning

of t

he y

ear

990

,164

3

32,3

88

482

,726

2

,242

,990

2

,303

,872

6

,827

,379

3

,815

,128

3

5,79

5,37

1 1

4,12

7,11

5 –

6

6,91

7,13

3 C

harg

e fo

r th

e ye

ar 9

1,21

1 4

4,70

7 1

05,4

36

448

,627

1

75,7

15

778

,124

1

19,7

44

1,5

56,3

01

2,5

60,4

25

–

5,8

80,2

90

Rec

lass

ifica

tion

from

/(to)

–

–

–

198

,542

–

(1

98,5

42)

–

–

–

–

–

Dis

pos

al/W

ritte

n of

f (1

33,2

62)

–

–

–

–

(11,

577)

(97,

663)

–

(4,8

37)

–

(247

,339

)D

isp

osal

of a

sub

sidi

ary

com

pany

–

(115

,266

) (2

39,5

28)

(2,8

90,1

59)

(1,7

07,9

75)

(1,5

05,6

40)

(1,5

32,7

35)

–

(10,

042,

502)

–

(18,

033,

805)

End

of t

he y

ear

948

,113

2

61,8

29

348

,635

–

7

71,6

12

5,8

89,7

44

2,3

04,4

73

37,

351,

672

6,6

40,2

01

–

54,

516,

279

Net

Ca

rryi

ng

Am

ou

nt

3,1

10,7

32

1,5

68,0

88

465

,959

–

7

53,3

69

2,2

30,1

52

233

,747

–

7

,152

,428

4

8,10

3 1

5,56

2,57

7



5. PROPERTY, PLANT AND EQUIPMENT (cont’d)

(a) Included in the property, plant and equipment are motor vehicles and plant and machinery which are acquired by means of hire purchase and lease arrangements with a net carrying amount of RMNil and RM3,780,113 (2014: RM8,616 and RM4,338,454) respectively.

(b) Included in the office equipment are computer software and hardware with a net carrying amounts of RM865,715 and RM130,329 (2014: RM955,862 and RM60,694) respectively.

6. INTANGIBLE ASSETS

GROUP Development Patent and Goodwill onCosts Trademark Consolidation Total

RM RM RM RM

CostBeginning/End of the year 4,099,075 13,810 339,253 4,452,138

Accumulated AmortisationBalance as at 01.01.2014 936,228 – – 936,228 Amortised during the year 273,272 – – 273,272

Balance as at 31.12.2014 1,209,500 – – 1,209,500 Amortised during the year 273,272 – – 273,272

Balance as at 31.12.2015 1,482,772 – – 1,482,772

Net Carrying AmountAs at 31 December 2015 2,616,303 13,810 339,253 2,969,366

As at 31 December 2014 2,889,575 13,810 339,253 3,242,638

(a) The development costs incurred in developing gas generator are amortised on a straight line basis over their useful lives of 15 years.

(b) Goodwill acquired in the business combinations is, from the acquisition date, allocated to the cash-generating units (‘CGU’) that are expected to benefit from the synergies of the combination, as follows:

2015 2014RM RM

Engineered packages/Product and services 339,253 339,253

The recoverable amounts of the cash-generating units are determined based on the computation of their value in use.

The key assumptions used in the computation of value in use are discount rate, growth rate and projected cash flows from use and disposal at the end of the useful life.

Discount rate is determined based on the pre-tax rate that reflect current market assessment of the time value of money and risks specific to the assets.

The projected cash flows from use are derived from the most recent financial budgets approved by management.

The estimate of net cash flows for the disposal of the assets at the end of its useful life is the present value of the amount that the Group expects to obtain from the disposal of the assets in an arm’s length transaction between knowledgeable, willing parties, after deducting the estimated costs of disposal.



6. INTANGIBLE ASSETS (cont’d)

The key assumptions used for determining the value in use, which are determined based on management’s past experience and expectation of the future development, are as follows:

%

Profit margin 30 Discount rate 7

7. SUBSIDIARY COMPANIES

COMPANY 2015 2014RM RM

Unquoted shares, at cost 189,757,394 189,757,394 Less: Accumulated impairment losses (95,568,386) (95,568,386)

94,189,008 94,189,008 SIS granted to employees of the subsidiary companies 1,175,159 1,175,159

95,364,167 95,364,167

Details of the Company’s subsidiaries as at 31 December 2015 are as follows:

Group Effective Interest

Country of Incorporation

Principal Activities

2015%

2014%

HeldbytheCompany:Tanjung Offshore Services Sdn.

Bhd.100 100 Malaysia Integrated service provider to the oil and gas and

related industries.Tanjung CSI Sdn. Bhd. 100 100 Malaysia Design, engineering, training, installation and

commissioning for plant automation and safety system, flow metering solutions, control valves, field instrumentations, control solutions for turbines and compressors and after sales activities for onshore and offshore services.

Gas Generators (Malaysia) Sdn. Bhd.

100 100 Malaysia Manufacturing and supply of gas generators to both industrial and oil and gas industry.

^7 New Market Street Holdings Limited

100 100 British Virgin Islands

Investment holding.

Tanjung Offshore Marine Services Sdn. Bhd.

100 100 Malaysia Ownership and leasing offshore vessels to local and international oil industry major.

Tanjung Citech Sdn. Bhd. 100 100 Malaysia Dormant.Tanjung Offshore Resources

Sdn. Bhd.100 100 Malaysia Mineral trading.

*Tanjung Citech UK Limited 100 100 England and Wales

Dormant.

*PT Tanjung Offshore Nusantara

80 80 Indonesia In the process of voluntarily winding up.

Tanjung HMS Petroleum Sdn. Bhd

51 51 Oilfield development and provision of integrated services to the oil and gas industry.



7. SUBSIDIARY COMPANIES (cont’d)




2015%

2014%

HeldbyTanjungOffshoreServicesSdn.Bhd.:

Tanjung PetroConsult Sdn. Bhd. 100 100 Malaysia Provision for engineering and professional manpower services to the oil and gas and related industries.

Tanjung NewEnergy Services Sdn. Bhd.

100 100 Malaysia Provision of project management services to the engineering and energy industries.

HeldbyTanjungCitechUKLimited:

*Citech Energy Recovery Systems UK Limited

100 100 England and Wales

Dormant.

HeldbyGasGenerators(Malaysia)Sdn.Bhd.:

Universal Gas Generators (M) Sdn. Bhd.

100 100 Malaysia Selling and letting of gas generator equipment.

*Gas Generators International Ltd 100 100 Malaysia (Wilayah Persekutuan

Labuan)

Marketing gas generator packages.

Heldby7NewMarketStreetHoldingsLimited:

^7 New Market Street Limited 100 100 British Virgin Islands

Acquire, develop and realisation of real estate.

* The financial statements of these companies are not audited by AljeffriDean.^ These companies are not required by their local laws to appoint statutory auditors.

The amount owing by/(to) subsidiary companies are unsecured, interest free and are repayable on demand.

None of the Group’s subsidiary companies that have non-controlling interest are material to the Group. Therefore the summarised financial information is not presented.

8. ASSOCIATE COMPANY

GROUP 2015 2014RM RM

Unquoted share, at cost 134,999 134,999 Share of attributable post acquisition losses after taxation (8,355) (8,355)

126,644 126,644 Less: Accumulated impairment losses (125,359) (125,359)

1,285 1,285

The associate company has no significant contingent liability to which the Group is exposed, nor has the Group any

significant contingent liability in relation to its interest in the associate company.



8. ASSOCIATE COMPANY (cont’d)

Details of the Group’s associate company as at 31 December 2015 are as follows:




2015%

2014%

HeldbyGasGenerators(M)Sdn.Bhd.:

*PT. Gas Generators Indonesia 35 35 Indonesia Commission agent for the fabrication and supply of industrial equipment.

* The financial statements of this company is not audited by AljeffriDean.

The amount owing by associate company is unsecured, interest free and is repayable on demand.

None of the Group’s associate company is material to the Group. Therefore the summarised financial information is not presented.

9. JOINT VENTURE


Unquoted shares, at cost 255,000 255,000 Share of attributable post acquisition profit after taxation 82,623 76,582

337,623 331,582

The joint ventures have no significant contingent liability to which the Group is exposed, nor has the Group any significant

contingent liability in relation to its interest in the joint venture. Details of the Group’s joint ventures as at 31 December 2015 are as follows:




2015%

2014%

HeldbyTanjungOffshoreServicesSdn.Bhd.

Fircroft Tanjung Sdn. Bhd. 51 51 Malaysia Supply manpower for the oil and gas industry and petrochemicals industry.

*Tanjung Drilltec Sdn. Bhd. 51 51 Malaysia Dormant.

* The financial statements of this company is not audited by AljeffriDean.

The above joint arrangements are structured via separate companies and provide the Group with the rights to the net assets of the companies under the arrangements. Therefore these companies are classified as joint ventures of the Group. These joint ventures have the same reporting period as the Group. No quoted market prices are available for the shares of the Group’s joint venture as these companies are private companies.



9. JOINT VENTURE (cont’d)

The amount owing by joint venture is unsecured, subject to interest rate at 8.60% (2014: 8.60%) per annum and is repayable on demand.

Summarised statement of profit or loss of the material joint venture is as follows:

2015 2014RM RM

Revenue 19,308,355 5,079,973

Net profit for the year/period 12,082 153,163

Share of results 6,041 76,582

Summarised statement of financial position of the material joint venture is as follows:

2015 2014RM RM

Total assets 5,240,317 2,502,777 Total liabilities (4,600,176) (1,849,610)

Net assets 640,141 653,167

Group’s share of joint venture’s net assets 337,623 331,582

10. INVESTMENT PROPERTY

Investment property under refurbishment


CostBeginning of the year 36,439,960 – Acquisition of a subsidiary company (Note 31) – 36,789,000 Exchange differences 8,710,670 (349,040)

End of the year 45,150,630 36,439,960

Accumulated Impairment LossBeginning of the year – – Impairment loss recognised during the year 18,531,975 –

End of the year 18,531,975 –

Net Carrying Amount 26,618,655 36,439,960

The fair value of the investment property of the Group as at 31 December 2015 is determined by a valuation carried out by

Savills PLC, an independent professional valuer, based on the vacant possession value. Savills PLC has relevant recognised professional qualification and recent experience in valuing properties in the relevant locations.

At the date of this report, the refurbishment work is yet to be completed.



11. OTHER INVESTMENTS

GROUP COMPANY2015 2014 2015 2014

RM RM RM RM

Held-to-maturityinvestmentStructured products – 6,300,000 – 5,000,000

Available-for-saleinvestmentMoney market 53,870 13,926,182 53,870 13,926,182 Quoted shares 3,511,434 489,897 2,139,834 –

3,565,304 14,416,079 2,193,704 13,926,182

3,565,304 20,716,079 2,193,704 18,926,182

Analyse as follows:Non-current 3,511,434 489,897 2,139,834 – Current 53,870 20,226,182 53,870 18,926,182

3,565,304 20,716,079 2,193,704 18,926,182

During the current financial year, the Group and the Company recognised an impairment loss of RM3,278,463 and RM2,860,166 (2014: RMNil) respectively for its quoted shares as there were significant or prolonged decline in the fair value of these investments below their costs.

12. OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS

GROUP COMPANY2015 2014 2015 2014

RM RM RM RM

Other receivables 3,362,216 3,077,796 248,348 1,830,101 Deposits 214,682 175,702 500 – Prepayments 26,383,852 26,433,014 874,143 423,512 Refurbishment cost 32,346,720 26,106,240 – – Chromite sand’s project 6,478,870 7,621,998 – – Proceeds from disposal of a subsidiary company 6,480,000 8,100,000 6,480,000 8,100,000

75,266,340 71,514,750 7,602,991 10,353,613 Less: Allowance for doubtful debts (57,344,060) (5,398,716) – –

17,922,280 66,116,034 7,602,991 10,353,613

Analyse as follows:Non-current 4,860,000 6,480,000 4,860,000 6,480,000 Current 13,062,280 59,636,034 2,742,991 3,873,613

17,922,280 66,116,034 7,602,991 10,353,613

Refurbishment cost

On 26 May 2014, 7 New Market Street Limited, the wholly-owned subsidiary of the Company entered into a Development Agreement to perform a refurbishment work on the newly acquired office building in Birmingham, United Kingdom. During the current financial year, the refurbishment cost has been fully impaired.



12. OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS (cont’d)

Chromite sand’s project

This represents advances given for the purpose of washing and trading of chromite tailings in the Philippines. During the current financial year, the cost of the said project has been fully impaired.

Proceeds from disposal of a subsidiary company in the previous year

On 29 August 2014, the Company entered into an agreement for the disposal of its entire equity interest in Tanjung Maintenance Services Sdn. Bhd. via a management buy-out for a total consideration of RM9,000,000. A deposit of RM900,000 has been paid by the purchasers upon signing the agreement and the remaining consideration of RM8,100,000 will be paid via five equal yearly installments of RM1,620,000 per year until full settlement.

13. INVENTORIES

GROUP 2015 2014 RM RM

At cost:Work-in-progress 180,828 1,416,507 Raw materials 350,021 350,021 Finished goods 103,812 –

634,661 1,766,528 Less: Allowance for impairment losses (350,021) (350,021)

284,640 1,416,507

14. TRADE RECEIVABLES


Trade receivables 46,848,360 46,426,580 Less: Allowance for doubtful debts (11,551,966) (6,441,978)

35,296,394 39,984,602

The credit term of trade receivables are ranging from 30 days to 60 days. Included in the Group’s trade receivables are deferred revenue amounting to RM18,266,180 (2014: RM6,449,148).

Included also in the Group’s trade receivables are amount owing by related companies totalling to RM625,424 (2014: RM1,254,726).



14. TRADE RECEIVABLES (cont’d)

As at 31 December 2015, the trade receivables ageing are as follows:


Neither past due nor impaired 12,060,384 15,952,022 01 to 30 days past due but not impaired 748,987 4,149,259 31 to 60 days past due but not impaired 5,623,559 906,928 More than 61 days past due but not impaired 16,863,464 18,976,393

35,296,394 39,984,602 Impaired 11,551,966 6,441,978

46,848,360 46,426,580

Trade receivables that are neither past due nor impaired

Trade receivables that were neither past due nor impaired relate to customers for whom there were no default. None of the Group’s trade receivables that are neither past due nor impaired have been renegotiated during the current financial year.

Trade receivables that are past due but not impaired

Trade receivables that were past due but not impaired relate to customers that have good track record with the Group. Based on past experience and no adverse information to date, the directors of the Group are of the opinion that no allowance for impairment is necessary in respect of these balances as there has not been a significant change in the credit quality and the balances are still considered fully recoverable.

Trade receivables that are impaired

All impaired trade receivables are individually determined. The reconciliation of the allowance account is as follows:


Beginning of the year 6,441,978 10,058,317 Disposal of a subsidiary company – (4,147,024)Additional allowance recognised 5,205,542 602,668 Amounts recovered and reversed (95,554) (71,983)

End of the year 11,551,966 6,441,978



15. CASH AND CASH EQUIVALENTS

GROUP COMPANY2015 2014 2015 2014

RM RM RM RM

Cash and bank balances 39,673,997 11,468,020 10,217,102 8,024,941 Fixed deposits with licensed banks 27,555,019 40,895,214 15,658,000 3,450,000

67,229,016 52,363,234 25,875,102 11,474,941

The Group’s and the Company’s cash and cash equivalents amounting to RM450,000 (2014: RM2,209,661) each have been pledged to licensed banks for banking facilities granted to the Group and the Company.

16. HIRE PURCHASE AND FINANCE LEASE PAYABLES


Classified as:Non-current liability 2,836,392 3,499,067 Current liability 696,459 713,102

3,532,851 4,212,169

Future minimum hire purchase and finance lease paymentsNot later than 1 year 944,143 964,796 Later than 1 year and not later than 5 years 3,079,246 3,987,814

4,023,389 4,952,610 Less: Future finance charges (490,538) (740,441)

Present value of hire purchase and finance lease payables 3,532,851 4,212,169

Present value of hire purchase and finance lease payables is analysed as follows:Not later than 1 year 696,459 713,102 Later than 1 year and not later than 5 years 2,836,392 3,499,067

3,532,851 4,212,16 9

The Group obtains the above facilities to finance the acquisition of certain motor vehicles, plant and machinery. Implicit interest rates are fixed at the date of the agreements, and the amount of the payments is fixed throughout the period. The Group has the option to purchase the assets at the end of the agreements.



17. TRADE PAYABLES


Ringgit Malaysia 24,105,451 20,697,645 Other currencies 4,546,639 10,947,313

28,652,090 31,644,958

The normal trade credit terms granted to the Group range from 30 to 45 days. The Group has in place a sound financial risk management procedure to ensure that all amounts payable are paid within the credit periods.

Included in the Group’s trade payables are deferred cost amounting to RM17,471,539 (2014: RM18,338,683). Included also in the Group’s trade payables are amount owing to related companies totalling to RM1,922,884 (2014: RM3,369,007).

18. OTHER PAYABLES, PROVISIONS AND ACCRUALS

GROUP COMPANY2015 2014 2015 2014

RM RM RM RM

Other payables 1,157,588 3,687,726 213,256 580,939 Provisions 8,408,137 6,120,710 501,069 279,150 Accruals 6,455,548 408,309 498,800 107,250

16,021,273 10,216,745 1,213,125 967,339

19. SHARE CAPITAL

GROUP AND COMPANY Number of Shares Amounts2015 2014 2015 2014UNIT UNIT RM RM

Authorised Share CapitalOrdinary Shares of RM0.50 each:Beginning of the year 600,000,000 400,000,000 300,000,000 200,000,000 Created during the year – 200,000,000 – 100,000,000

End of the year 600,000,000 600,000,000 300,000,000 300,000,000

Issued and Fully Paid Share CapitalOrdinary Shares of RM0.50 each:Beginning of the year 374,522,587 365,929,989 187,261,294 182,964,995 Issuance of ordinary shares pursuant to SIS (Note 28) 7,012,702 8,592,598 3,506,351 4,296,299

End of the year 381,535,289 374,522,587 190,767,645 187,261,294

In the previous financial year, the Company has increased its authorised share capital from RM200,000,000 comprising of 400,000,000 ordinary shares of RM0.50 each to RM300,000,000 comprising of 600,000,000 ordinary shares of RM0.50 each by the creation of additional 200,000,000 new ordinary shares of RM0.50 each.



19. SHARE CAPITAL (cont’d)

During the current financial year, the Company has issued the following ordinary shares:

No. of Shares Issued Issue Price Purposes

7,012,702 RM0.50 Exercise of Share Issuance Scheme

The new ordinary shares issued rank pari passu in respect of the distribution of dividends and repayment of capital with the existing ordinary shares.

At the end of the reporting period, 2,477,500 (2014: 2,477,500) ordinary shares are held by the Company as treasury shares (Note 20 to the Financial Statements), and number of outstanding ordinary shares issued and fully paid (excluding treasury shares) is 379,057,789 (2014: 372,045,087) units.

Capital Management

The primary objective of the management of the Group’s and the Company’s capital structure is to optimise the balance between debts and equity to achieve a low cost of capital and maximise the return to stakeholders.

The capital structure of the Group and the Company consists of debts (comprising hire purchase and finance lease) and equity (comprising issued ordinary shares, accumulated losses and other reserves). The Group and the Company monitor their capital using a gearing ratio, based on net debts divided by total capital. The target gearing ratio is to maintain it at below 20%. The directors review the capital structure on a quarterly basis, and consider the cost of capital and the risks associated with each class of capital. During the current financial year, no significant changes were made in the objectives, policies or processes for managing capital. The gearing ratio at the end of the reporting period was as follows:

GROUP COMPANY2015 2014 2015 2014

RM RM RM RM

Hire purchase and finance lease payables (Note 16) 3,532,851 4,212,169 – – Less: Cash and cash equivalents (Note 15) (67,229,016) (52,363,234) (25,875,102) (11,474,941)

Net debts (63,696,165) (48,151,065) (25,875,102) (11,474,941)Equity attributable to equity holders of the Company 122,417,369 190,578,052 215,507,930 208,302,691

Total capital 58,721,204 142,426,987 189,632,828 196,827,750

Gearing ratio (%) - Net debts over total capital NA NA NA NA

Under the requirement of Bursa Malaysia Practice Note No. 17/2005, the Company is required to maintain a consolidated shareholders’ equity equal to or not less than the 25% of the issued and paid up capital (excluding treasury shares) and such shareholders’ equity is not less than RM40,000,000. The Company has complied with this requirement.

20. TREASURY SHARES

There was no share buy-back during the current financial year. The ordinary shares repurchased are being held as treasury shares in accordance with the requirement of Section 67A of the Companies Act, 1965. The treasury shares may be distributed as ‘share dividends’ to the shareholders.



21. RESERVES

GROUP COMPANY2015 2014 2015 2014

RM RM RM RM

Non-distributable:Share premium 68,738,801 68,738,801 68,736,693 68,736,693 Capital reserves (19,579,028) (19,579,028) 1,975,462 1,975,462 Equity-settled employee benefits reserve 1,080,621 1,080,621 1,080,621 1,080,621 Investment revaluation reserve (12,122) 22,384 (12,071) 22,384 Foreign currency translation reserve 3,989,329 (633,426) – –

54,217,601 49,629,352 71,780,705 71,815,160

Distributable:Accumulated losses (118,171,357) (41,916,074) (42,643,900) (46,377,243)

(63,953,756) 7,713,278 29,136,805 25,437,917

Share Premium

The share premium arose from the issues of ordinary shares in excess of the par value. Capital Reserves

The capital reserves represent the value of warrants capitalised for the issuance of serial payment bond with detachable warrants. Upon the exercise of the warrants, the value of these warrants will be credited to share premium. Capital reserves also include all the changes in the Group’s ownership interest in a subsidiary company that do not result in a loss of control.

Equity-Settled Employee Benefits Reserve

The reserve represents the cumulative value of employee services for the issue of SIS. If the share option is exercised, the amount from the equity-settled employee benefits reserves is transferred to share premium. If the share option expires, the amount from the equity-settled employee benefits reserves is transferred to accumulated losses. The details of the SIS are disclosed in Note 28 to the Financial Statements.

Investment Revaluation Reserve

The investment revaluation reserve arose from the changes in the value of investment recognised when they are revalued.

Foreign Currency Translation Reserve

The foreign currency translation reserve arose from the exchange differences on the translation of foreign operations.



22. REVENUE

GROUP COMPANY2015 2014 2015 2014

RM RM RM RM

Rendering of services 34,280,960 76,598,277 – – Sales of goods 25,615,811 29,190,686 – – Dividend income 32,664 – 32,664 – Interest revenue 676,607 1,555,799 676,607 1,555,799

60,606,042 107,344,762 709,271 1,555,799

23. FINANCE COSTS

GROUP COMPANY2015 2014 2015 2014

RM RM RM RM

Hire purchase interest 9,271 68,287 – – Finance lease interest 1,064 5,597 – – Overdraft interest 81 103,961 55 322 Interest on bill payable – 22,389 – – Commitment fee 46,428 122,376 16,432 24,959

56,844 322,610 16,487 25,281



24. (LOSS)/PROFIT BEFORE ZAKAT AND TAXATION

GROUP COMPANY2015 2014 2015 2014

RM RM RM RM

a) Other losses and expensesStatutory audit- Current year 96,261 96,261 20,000 20,000 - Other related services 18,000 18,000 18,000 18,000 Amortisation of intangible assets 273,272 273,272 – – Allowance for doubtful debts, impairment and written

off, net off recovered 78,952,458 656,044 4,560,509 – Depreciation of property, plant and equipment 2,400,423 5,880,290 – – Loss on disposal and written off of property, plant and

equipment – 37,886 – – Loss on disposal of associate company – 46,931 – – Loss on redemption of other investment – – – 1,993 Rental expenses 1,597,616 1,649,768 – – Written off of amount owing by subsidiary companies – – – 1,254,019

b) Other gains and incomeGain on disposal of property, plant and equipment 35,267 – – – Gain on foreign exchange 15,223,474 1,105,507 11,952,254 320,637 Gain on disposal of a subsidiary company – 359,501 – 8,835,942 Gain on redemption of other investment – 47,607 – – Interest income 1,014,018 1,936,949 676,607 1,555,799 Dividend income 62,465 – 32,664 – Rental income 70,800 – – – Share of loss of certain projects 355,880 – – –

c) Employee benefit expensesStaff costs (including directors’ remuneration and

fees):- Short term benefits 14,450,971 14,302,222 597,430 1,042,105 - SIS expenses – 807,800 – – - Termination benefits 23,870 – – – - EPF contributions 1,382,782 1,574,306 21,354 74,615

Key management personnel are defined as those persons having authority and responsibility for planning, directing and controlling the activities of the Group directly or indirectly. There are no other key management personnel except for the directors of the Company.



24. (LOSS)/PROFIT BEFORE ZAKAT AND TAXATION (cont’d)

Employee benefit expenses including the following remuneration paid to the directors, who are the key management personnel, of the Group and the Company:

GROUP COMPANY2015 2014 2015 2014

RM RM RM RM

Non-Executive- Current year fee 401,500 192,000 401,500 192,000 - Overprovision in previous year fee – (57,000) – (57,000)

401,500 135,000 401,500 135,000 Executive- Remuneration 1,341,162 1,400,240 195,930 981,720

1,341,162 1,400,240 195,930 981,720

Total directors’ fee and remuneration 1,742,662 1,535,240 597,430 1,116,720

Remuneration band:

Number of Directors

2015 2014

Non-Executive Directors: RM0 – – RM1 - RM50,000 – – RM50,001 - RM100,000 7^ 4 RM100,001 - RM200,000 2* –

Executive Directors: Below RM100,000 – – RM100,001 - RM200,000 2* – RM200,001 and above 2 3

^ One of the directors has resigned during the current financial year.* Both directors have resigned during the current financial year.



25. ZAKAT AND TAXATION

GROUP COMPANY2015 2014 2015 2014

RM RM RM RM

Zakat – 270,000 – 270,000

Corporate taxationCurrent year provision 2,210,010 2,965,702 – 401,119 Under/(Over) provision in previous year 64,963 (318,946) – (456,091)

2,274,973 2,646,756 – (54,972)

2,274,973 2,916,756 – 215,028

The zakat and income tax expense is reconciled to the accounting (loss)/profit at the applicable tax rates as follows:

GROUP COMPANY2015 2014 2015 2014

RM RM RM RM

(Loss)/Profit before zakat and taxation (73,804,571) 204,681 3,733,343 4,002,031

Taxation at Malaysian statutory tax rate at 25% (18,451,143) 51,170 933,336 1,000,508 Zakat – 270,000 – 270,000 Tax effect on expenses that are not deductible for tax

purposes 20,406,538 3,923,536 1,682,829 1,955,563 Deferred tax assets not recognised 3,000,338 172,728 – – Effect on Group’s relief – – – (265,807)Utilisation of unused tax losses and unabsorbed

capital allowances (112,991) (283,544) – – Income not subject to tax (2,632,733) (898,188) (2,616,165) (2,289,145)Under/(Over) provision in previous year 64,963 (318,946) – (456,091)

2,274,973 2,916,756 – 215,028

The Malaysian statutory tax rate will be reduced to 24% from the current year’s rate of 25%, effective from Year of Assessment 2016.

Deferred tax assets are not recognised for the following temporary differences by certain subsidiaries:


Unused tax losses 46,815,505 39,566,959 Unabsorbed capital allowances 31,036,122 25,343,139

77,851,627 64,910,098

Deferred tax assets are not recognised for the above temporary differences as it is not probable that future taxable profit will be available against which the deductible temporary differences and unused tax losses can be utilised by the subsidiaries. However, the unused tax losses and unabsorbed capital allowances may be carried forward indefinitely. At the end of each reporting period, the subsidiaries reassess the unrecognised deferred tax assets, previously unrecognised deferred tax assets are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax assets to be recovered.



26. DISCONTINUED OPERATIONS

On 10 February 2012, the Company announced that its wholly-owned subsidiary, Citech Energy Recovery Systems UK Limited (“CiTech”), a company incorporated in England and Wales, has commenced the cessation of business operations with immediate effect.

Since the fair value of the disposal group less costs to sell exceeded the net carrying amount of the relevant assets and liabilities, no impairment loss was recognised.

The results of the discontinued operations are as follows:


Revenue 48,711 217,049 Cost of sales – 167,973

Gross profit 48,711 385,022 Operating expenses (224,450) 3,387,846

(Loss)/Profit before taxation (175,739) 3,772,868 Taxation – –

(Loss)/Profit for the year after tax (175,739) 3,772,868

(Loss)/Profit before taxation are derived at after:


a) Other losses and expensesStatutory audit 27,255 27,255 Allowance for doubful debts and written off 16,827 4,588

b) Other gains and incomeGain on foreign exchange 40,378 118,197 Reversal of provision – 3,537,521

Net cash flows attributable to discontinued operations are as follows:


Net cash (used in)/generated from operating activities (13,462) 53,323



27. (LOSSES)/EARNINGS PER SHARE

The amounts used in calculating basic and diluted (losses)/earnings per share attributable to the ordinary equity holders of the Company are as follows:

From continuing and discontinued operations


(Losses)/Earnings used for the computation of basic/diluted- (Loss)/Profit attributable to equity holders of the Company (76,255,283) 1,060,793

From continuing operations


(Loss)/Profit attributable to equity holders of the Company (76,255,283) 1,060,793 Adjustment for loss/(profit) from discontinued operations 175,739 (3,772,868)

Loss used for the computation of basic/diluted from continuing operations (76,079,544) (2,712,075)

WeightedAverageNumberofOrdinaryShares

From continuing and discontinued operations

GROUP 2015 2014UNIT UNIT

Weighted average number of ordinary shares after deducting treasury shares 377,889,160 368,858,910

Weighted average number of ordinary shares used for the computation of basic 377,889,160 368,858,910

Effects of dilutive potential ordinary shares:- SIS* – – - Warrants*̂ – –

Weighted average number of ordinary shares used for the computation of diluted 377,889,160 368,858,910

* The amount is not presented as the computation would result in anti-dilutive. ^ Warrants A 2006/2016 expired in 2016.



28. SHARE ISSUANCE SCHEME (“SIS”)

The SIS is governed by the By-Laws approved by the shareholders at an Extraordinary General Meeting held on 07 February 2013 and is to be in force for a period of 3 years. The SIS has been effective on 12 July 2013. The salient features of the By-Laws of SIS are as follows:

(a) The maximum number of Options which may be allotted pursuant to the SIS (“Options”) shall not exceed 15% of the total issued and paid-up share capital of the Company (excluding Treasury Shares) at any point in time during the duration of the SIS.

(b) Executive directors and employees of the Group and the Company will be eligible to participate in the SIS provided that they fulfill the conditions for eligibility stipulated in the rules, terms and conditions contained in the By-Laws (“Eligible Persons”).

(c) The maximum number of Options that may be offered and allotted to an Eligible Persons shall be determined by the SIS Committee taking into consideration inter-alia, the Eligible Persons’ designation, job description, responsibilities and seniority.

(d) The exercise price of the Options issued pursuant to SIS shall be as follows:

i) at a discount of not more than 10% from the volume-weighted average market price of the shares as shown in the daily official list issued by Bursa Malaysia Securities Berhad (“Bursa Securities”) for the 5 market days immediately preceding the date of offer; and

ii) the par value of the shares.

(e) The new shares to be allotted and issued upon any exercise of the Options will, upon such allotment and issuance, rank pari passu in all respects with the existing and issued shares except that the new shares so issued will not be entitled to any dividends, rights, allotments and/or any other distributions which may be declared, made or paid to shareholders prior to the date of allotment of the new shares. The new shares will be subjected to all provisions of the Articles of Association in relation to their transfer, transmission or otherwise. The Options shall not carry any right to vote at a general meeting of the Company.

(f) Options are exercisable, in whole or in part (provided that an Option is exercised in part in respect of 1,000 shares or any multiple thereof) as follows:

Number of Options Granted Percentage of Options Exercisable from Acceptance Date1st year 2nd year 3rd year

20,000 and below 50% 50% –20,001 to 50,000 33% 33% 34%Above 50,000 33% 33% 34%



28. SHARE ISSUANCE SCHEME (“SIS”) (cont’d)

Movements of the number and the related weighted average exercise prices of SIS are as follows:

2015 2014Weighted Weighted

Number of Average Number of AverageShare

OptionsExercise

PriceShare

OptionsExercise

Price UNIT RM UNIT RM

Beginning of the year 37,196,300 0.50 36,244,200 0.50 Granted – 0.50 10,670,000 0.50 Cancelled (617,598) 0.50 (1,125,302) 0.50 Exercised (7,012,702) 0.50 (8,592,598) 0.50

End of the year 29,566,000 0.50 37,196,300 0.50

Exercisable at the end of the year 29,321,588 27,155,012

The SIS outstanding at the end of the reporting period has the following weighted average exercise prices and remaining contractual life:

2015 2014Number of Number of

Oustanding Exercise Oustanding ExerciseSIS Price SIS Price

UNIT RM UNIT RM

07 May 2016 28,735,000 0.50 36,365,300 0.50 11 June 2017 831,000 0.50 831,000 0.50

The fair value of the services received for SIS is measured by reference to the fair value of the equity instruments granted. The estimated fair values of the SIS granted on the grant date are RM0.09.

The fair values of the Options are estimates on the date of grant using the Black-Scholes-Merton option pricing model with the following assumption:

Weighted average share price RM0.65Options exercise price RM0.50Expected dividend yield 6%Risk-free annual interest rate 3%Expected volatility 5%Expected Options life 3 years

The expected volatility is based on the historical volatility, calculated based on the weighted average expected life of the SIS.

There is no market conditions associated with the SIS granted. Vesting conditions, including service and performance conditions, are not considered in the fair value measurement at grant date.

Included in the total number of outstanding SIS are outstanding SIS from the disposed subsidiary company totaling to 8,972,000 unit (2014: 8,972,000 unit).



29. WARRANTS

On 30 November 2005, the Company issued a RM150,000,000 nominal value up to eight (8) years 4.5% per annum serial fixed rate bonds with detachable warrants to the primary subscribers.

On 03 March 2006, the primary subscribers were allotted a total of 18,514,600 warrants to the shareholders at an offer price of RM0.24 per warrant on the basis of one (1) warrant for every five (5) ordinary shares held on entitlement date.

On 29 August 2006, the Company completed the listing of an additional 9,257,000 warrants arising from the bonus issue exercise which was implemented in accordance to the Deed Poll dated 13 January 2006 on the basis of one (1) new warrant for every two (2) warrants held on entitlement date.

On 13 June 2007, the Company completed the listing of an additional 10,095,104 warrants arising from the bonus issue exercise on the basis of two (2) new warrants for every five (5) existing warrants.

On 14 August 2012, the subscription price of Warrant A 2006/2016 has been adjusted from RM0.55 to RM0.50 pursuant to the special dividend of RM0.44 per ordinary share of RM0.50 each.

As at 31 December 2015, there is a total of 29,981,990 (2014: 29,981,990) outstanding Warrant A 2006/2016 warrants. The said warrant expired in 2016.

30. DISPOSAL OF A SUBSIDIARY COMPANY IN THE PREVIOUS FINANCIAL YEAR

In the previous financial year, the Company entered into an agreement for the disposal of its entire equity interest in Tanjung Maintenance Services Sdn. Bhd. (“TMS”) via a management buy-out for a total consideration of RM9,000,000. A deposit of 10% or equivalent to RM900,000 has been paid by the purchasers upon signing the said agreement and the remaining of the consideration will be paid via five equal yearly installments of RM1,620,000 per year until full settlement.

The net assets of TMS at the date of disposal and at 31 December 2013 were as follows:

GROUP 29.08.2014 31.12.2013 RM RM

Property, plant and equipment 7,686,750 9,457,946 Inventories 2,035,838 3,510,316 Trade and other receivables 30,468,355 18,705,127 Cash and cash equivalents (including bank overdraft) (3,236,430) (2,027,290)Trade and other payables (27,969,234) (19,834,491)Hire purchase and finance lease payables (103,547) (364,115)Term loan (241,233) (301,476)

Net assets 8,640,499 9,146,017 Gain on disposal of a subsidiary company 359,501

Total consideration 9,000,000 Unsettled consideration (8,100,000)

Deposit received 900,000 Cash and cash equivalents disposed off 3,236,430

Net cash inflow from disposal of a subsidiary company 4,136,430



31. ACQUISITION OF A SUBSIDIARY COMPANY IN THE PREVIOUS FINANCIAL YEAR

In the previous financial year, the Company entered into a sale and purchase agreement for the acquisition of entire shares in 7 New Market Street Holdings Limited (“7NMSH”) for a cash consideration of £6,700,000. 7NMSH owns a 100% shareholding in 7 New Market Street Limited which in turn owns an office building in Birmingham, United Kingdom. The acquisition has been completed on 09 May 2014.

The net assets acquired in the transactions were as follows:

Carrying FairGROUP amount value

RM RM

Investment property 36,789,000 36,789,000

36,789,000 Goodwill on consolidation –

Purchase consideration 36,789,000 Cash and cash equivalents acquired –

Net cash on acquisition of a subsidiary company 36,789,000

32. STATEMENTS OF CASH FLOW - CASH AND CASH EQUIVALENTS

GROUP COMPANY2015 2014 2015 2014

RM RM RM RM

Cash and cash equivalents (Note 15) 67,229,016 52,363,234 25,875,102 11,474,941 Less: Cash and cash equivalents pledged as security

(Note 15) (450,000) (2,209,661) (450,000) (2,209,661)

66,779,016 50,153,573 25,425,102 9,265,280

33. DEFERRED TAXATION

The amounts of deferred tax assets and liabilities, after appropriate offsetting, are included in the statements of financial position, as follows:


Deferred tax assets 3,483,911 2,268,402 Deferred tax liabilities (3,483,911) (2,268,402)

Net position – –



33. DEFERRED TAXATION (cont’d)

The following are the movements of deferred tax assets and liabilities before offsetting:

Beginning of the year

Disposal of asubsidiarycompany

Recognised inthe profit

or loss End of the

year GROUP2015

RM RM RM RM(Note 25)

Deferred Tax AssetsUnused tax losses and unabsorbed capital

allowances 2,268,402 – 1,215,509 3,483,911

Deferred Tax LiabilitiesProperty, plant and equipment 2,268,402 – 1,215,509 3,483,911

Net Position – – – –

2014

Deferred Tax AssetsUnused tax losses and unabsorbed capital

allowances 2,665,594 (1,460,910) 1,063,718 2,268,402

Deferred Tax LiabilitiesProperty, plant and equipment 2,665,594 (1,460,910) 1,063,718 2,268,402

Net Position – – – –

34. RELATED PARTY TRANSACTIONS


With associate company, PT. Gas Generators IndonesiaPurchase from joint venture – (915,432)

With joint venture, Fircroft Tanjung Sdn BhdServices rendered to – 5,264,824 Interest income receivables 146,318 – Services rendered by – (2,063,248)

The directors are of the opinion that all the transactions above have been entered into in the normal course of business and

have been established on terms and conditions that are not materially different from that obtainable in transactions with unrelated parties.



35. OPERATING SEGMENTS

GeneralInformation

The information reported to the Group’s chief operating decision maker to make decisions about resources to be allocated and for assessing their performance is based on the nature of the activities of the Group. The Group’s operating segments are as follows:(a) Products and services; and(b) Engineered packages – engineering activities

MeasurementofReportableSegments

Segment information is prepared in conformity with the accounting policies adopted for preparing and presenting the consolidated financial statements. Transactions between reportable segments are measured on the basis that is similar to those external customers. Segment results are profit earned or loss incurred by each segment without allocation of finance costs, share of profit/(loss) from joint ventures and income tax expense. There are no significant changes from prior financial year in the measurement methods used to determine reported segment results.

All the Group’s assets are allocated to reportable segments other than assets used centrally for the Group, associate companies, joint venture and current and deferred tax assets. Jointly used assets are allocated on the basis of the revenues earned by individual segments.

All the Group’s liabilities are allocated to reportable segments other than liabilities incurred centrally for the Group, current and deferred tax liabilities. Jointly incurred liabilities are allocated in proportion to the segment assets.

GeographicalInformation

The operating segments are not presented by geographical segment as all the foreign operations have been discontinued and in the process of winding up. The newly acquired foreign operations have not commenced its business.



35. OPERATING SEGMENTS (cont’d)

Products and Services

Engineered Packages

Total Continuing Operations

Total Discontinued

Operations Total

Operations GROUP2015

RM RM RM RM RM

SegmentRevenueandResults

SegmentRevenueRevenue from all customers 29,051,071 31,554,971 60,606,042 48,711 60,654,753 SegmentResultsSegment profit or loss (78,561,150) 4,807,382 (73,753,768) (175,739) (73,929,507)Finance costs (56,844) – (56,844)Share of profit of joint venture 6,041 – 6,041 Zakat and taxation (2,274,973) – (2,274,973)

Net loss for the year (76,079,544) (175,739) (76,255,283)

SegmentAssetsandLiabilities

AssetsSegment assets 125,129,327 45,910,964 171,040,291 – 171,040,291 Associate companies 1,285 Joint venture 337,623

Total Group’s assets 171,379,199

LiabilitiesSegment liabilities 38,534,052 9,672,162 48,206,214 – 48,206,214 Provision for taxation 755,616

Total Group’s liabilities 48,961,830



35. OPERATING SEGMENTS (cont’d)

Products and Services

Maintenance Services

Engineered Packages

Total Continuing Operations

Total Discontinued

Operations Total

Operations GROUP2014

RM RM RM RM RM RM

SegmentRevenueandResults

SegmentRevenueRevenue from all

customers 49,690,731 24,200,200 33,453,831 107,344,762 217,049 107,561,811

SegmentResultsSegment profit or loss (9,031,824) 844,149 8,638,384 450,709 3,772,868 4,223,577 Finance costs (322,610) – (322,610)Share of profit of joint

venture 76,582 – 76,582 Zakat and taxation (2,916,756) – (2,916,756)Net (loss)/profit for the

year (2,712,075) 3,772,868 1,060,793

SegmentAssetsandLiabilities

AssetsSegment assets 190,877,144 – 47,603,663 238,480,807 – 238,480,807 Associate companies 1,285 Joint venture 331,582

Total Group’s assets 238,813,674

LiabilitiesSegment liabilities 32,808,174 – 13,265,698 46,073,872 – 46,073,872 Provision for taxation 2,161,750

Total Group’s liabilities 48,235,622



36. FINANCIAL INSTRUMENTS

36.1 Classificationoffinancialinstruments

Financial assets and financial liabilities are measured on an ongoing basis either at fair value or at amortised cost. The principal accounting policies in Note 3 to the Financial Statements describe how the classes of financial instruments are measured, and how income and expense, including fair value gains or losses, are recognised. The following table analyses the financial assets and liabilities in the statements of financial position by the class of financial instruments to which they are assigned, and therefore by the measurement basis:

GROUP2015

Loans and Receivables

Available- For-Sale

Held-to- Maturity

Financial Liabilities at

Amortised Cost Total

RM RM RM RM RM

Financial AssetsTrade receivables 35,296,394 – – – 35,296,394 Other receivables, deposits and

prepayments 17,922,280 – – – 17,922,280 Amount owing by associate companies 1,276 – – – 1,276 Amount owing by joint venture 2,978,661 – – – 2,978,661 Other investments – 3,565,304 – – 3,565,304 Cash and cash equivalents 67,229,016 – – – 67,229,016

123,427,627 3,565,304 – – 126,992,931

Financial LiabilitiesTrade payables – – – 28,652,090 28,652,090 Other payables, provisions and accruals – – – 16,021,273 16,021,273 Hire purchase and finance lease payables – – – 3,532,851 3,532,851

– – – 48,206,214 48,206,214

2014

Financial AssetsTrade receivables 39,984,602 – – – 39,984,602 Other receivables, deposits and

prepayments 66,116,034 – – – 66,116,034 Amount owing by associate companies 100,380 – – – 100,380 Amount owing by joint venture 2,538,796 – – – 2,538,796 Other investments – 14,416,079 6,300,000 – 20,716,079 Cash and cash equivalents 52,363,234 – – – 52,363,234

161,103,046 14,416,079 6,300,000 – 181,819,125

Financial LiabilitiesTrade payables – – – 31,644,958 31,644,958 Other payables, provisions and accruals – – – 10,216,745 10,216,745 Hire purchase and finance lease payables – – – 4,212,169 4,212,169

– – – 46,073,872 46,073,872



36. FINANCIAL INSTRUMENTS (cont’d)

36.2 Financialriskmanagementobjectiveandpolicies

The Group is mainly exposed to credit risk, liquidity risk and market risk (including foreign currency risk, interest rate risk and equity price risk). The Group has formal risk management policies and guidelines, as approved by the Board of Directors, which set out its overall business strategies, its tolerance for risks and its general risk management philosophy. Such policies are monitored and undertaken by the Managing Director.

36.2.1Creditrisk

Credit risk refers to the risk that a counter party will default on its contractual obligations resulting in financial loss to the Group.

The carrying amounts of the financial assets recorded on the statements of financial position at the end of the reporting period represent the Group’s maximum exposure to credit risk in relation to financial assets. No financial assets carry a significant exposure to credit risk other than those disclosed in the notes.

The Group does not hold any collateral and thus, the credit exposure is continuously monitored by the directors.

Included in the Group’s trade receivables are a group of debtors that represented 45% (2014: 40%) of total trade receivables. There are no concentrations of credit risk for other financial assets.

36.2.2Liquidityrisk

The Group’s funding requirements and liquidity risk are managed with the objective of meeting business obligations on a timely basis. The Group monitors its cash flows and ensures that sufficient funding is in place to meet the obligations as and when they fall due.

The following table analyses the remaining contractual maturity for non-derivative financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay.

Weighted Average

GROUP Effective Not Later Later 2015 Interest Rate than 1 Year than 1 Year Total

% RM RM RM

Trade payables – 28,652,090 – 28,652,090 Hire purchase and finance lease payables 2.78 to 9.79 696,459 2,836,392 3,532,851

29,348,549 2,836,392 32,184,941

2014

Trade payables – 31,644,958 – 31,644,958 Hire purchase and finance lease payables 2.78 to 9.79 713,102 3,499,067 4,212,169

32,358,060 3,499,067 35,857,127




36.2.3Marketrisk

Foreigncurrencyrisk

The Group incurs foreign currency risk on transactions that are denominated in foreign currencies. The currencies giving rise to this risk are primarily the Great Britain Pound (“GBP”), United States Dollar (“USD”), Australia Dollar (“AUD”), Singapore Dollar (“SGD”) and EURO. The Group has not entered into any derivative instruments for hedging or trading purposes as the net exposure to foreign currency risk is not significant. The carrying amounts of the Group’s foreign currency denominated financial assets and financial liabilities at the end of the reporting period are as follows:

Financial Assets

2015 GBP USD AUD SGD EURO Total RM RM RM RM RM RM

Trade receivables 182,958 9,726,915 – 142,605 524,379 10,576,857 Cash and cash equivalents 217,512 18,550,434 986,770 101,073 2,983,013 22,838,802

400,470 28,277,349 986,770 243,678 3,507,392 33,415,659

2014

Trade receivables 344,277 15,002,562 – 124,276 3,102,129 18,573,244 Cash and cash equivalents 491,203 25,706,943 892,539 – 3,854,151 30,944,836

835,480 40,709,505 892,539 124,276 6,956,280 49,518,080

Financial Liabilities


Trade payables 843,385 3,022,480 – 18,133 662,641 4,546,639

2014

Trade payables 598,378 9,984,468 – – 364,467 10,947,313

Certain of the other foreign currencies are not presented as the amounts are not material.




36.2.3Marketrisk(cont’d)

Foreigncurrencyrisksensitivity

A 10% strengthening of Ringgit Malaysia against the following foreign currencies at the end of the reporting period would increase/(decrease) the loss before tax and other comprehensive income/the profit before tax and other comprehensive loss by the amounts shown below. This analysis assumes that all other variables remain unchanged.


Loss before tax (44,292) 2,525,487 98,677 22,555 284,475 2,886,902 Other comprehensive income (652,438) – – – – (652,438)

(696,730) 2,525,487 98,677 22,555 284,475 2,234,464

2014

Profit before tax (23,710) (3,072,504) (89,254) (12,428) (659,181) (3,857,077)Other comprehensive loss (186,210) – – – – (186,210)

(209,920) (3,072,504) (89,254) (12,428) (659,181) (4,043,287)

A 10% weakening of Ringgit Malaysia against the above foreign currencies at the end of the reporting period would have had the equal but opposite effect on the above currencies to the amounts shown above, on the basis that all other variables remain unchanged.

Interestraterisk

The Group obtains financing through leasing arrangement and other financial liabilities. The Group’s policy is to obtain the borrowings with the most favourable interest rates in the market.

The Group constantly monitors its interest rate risk and does not utilise interest swap contracts or other derivative instruments for trading or speculative purposes. At the end of the reporting period, there were no such arrangements, interest rate swap contracts or other derivative instruments outstanding.




36.2.3Marketrisk(cont’d)

Interestraterisk(cont’d)

The carrying amounts of the Group’s financial instruments that are exposed to interest rate risk are as follows:

Weighted Average 2015 2014 Effective Fixed Floating Fixed Floating

Interest Rate Rate Rate Rate Rate % RM RM RM RM

Financial Assets

Other investments 3.00 to 3.10 53,870 – 20,226,182 – Fixed deposits with licensed

banks 2.80 to 3.17 27,555,019 – 40,895,214 –

27,608,889 – 61,121,396 –

Financial Liabilities

Hire purchase and finance lease payables 2.78 to 9.79 3,532,851 – 4,212,169 –

Financial instruments at fixed rates are fixed until the maturity of the instruments. The other financial instruments of the Group that are not included in the abovementioned table are not subject to interest rate risks.

Equitypricerisk

Equity price risk is the risk that the value of an equity instrument will fluctuate as a result of changes in market prices. The Group and the Company are exposed to equity price risk mainly through the Group’s investment in quoted shares.

If the unit prices for quoted ‘available-for-sale’ financial assets increased by 10%, with all other variables being held constant, the Group’s ‘available-for-sale’ financial assets reserves at the end of the reporting period would increase approximately by RM357,000 (2014: RM1,440,000) respectively.

If the unit prices for quoted ‘available-for-sale’ financial assets decreased by 10%, with all other variables being held constant, it would have the equal but opposite effect on the amounts shown above.

36.3 Fairvalueoffinancialassetsandfinancialliabilities

The carrying amounts of financial assets and financial liabilities, as reported in the financial statements, approximate their respective fair values.




36.4 Determinationoffairvalue

The carrying amounts of the financial assets and financial liabilities are recognised at their fair values, except for the financial assets and financial liabilities which are recognised at cost and amortised cost after initial recognition. However, the directors are of the opinion that the carrying amounts do not materially different from their fair values.

Valuation techniques and significant assumptions used in determining fair value of financial assets and financial liabilities recognised at amortised cost or cost after initial recognition are as follows:

Financialassetsandliabilitieswithpublishedpriceinactivemarkets

The fair values of financial assets and financial liabilities traded on active markets are determined with reference to their quoted market price.

Tradeandotherreceivables,fixeddeposits,cashandbankbalancesandtradeandotherpayables

The carrying amounts approximate the fair values due to their short-term nature.

Non-currentborrowings

Non-current borrowings are determined by discounting the relevant cash flows using the current interest rates for similar instruments at the end of the reporting period and their carrying amounts are expected to approximate fair values.

37. OPERATING LEASE COMMITMENTS

The Group has lease commitments in respect of rented premises which are classified as operating leases. A summary of the non-cancellable long-term commitments is as follows:


Within 1 year 381,024 762,048

38. AUTHORISATION FOR ISSUE OF THE FINANCIAL STATEMENTS

The financial statements of the Company were authorised for issue by the Board of Directors on 28 March 2016.



39. SUPPLEMENTARY INFORMATION – BREAKDOWN OF ACCUMULATED LOSSES INTO REALISED AND UNREALISED

The breakdown of the accumulated losses of the Group and of the Company as at 31 December 2015 into realised and unrealised losses is presented in accordance with the directive issued by Bursa Malaysia Securities Berhad dated 25 March 2010 and prepared in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants.

GROUP COMPANY2015 2014 2015 2014

RM RM RM RM

Total accumulated losses:- Realised (118,171,357) (41,916,074) (42,643,900) (46,377,243)- Unrealised – – – –

(118,171,357) (41,916,074) (42,643,900) (46,377,243)


NOTICE IS HEREBY GIVEN THAT the Twelfth Annual General Meeting of the Company will be held at Kenanga Room, Kelab Darul Ehsan, Taman Tun Abdul Razak, Jalan Kerja Air Lama, 68000 Ampang Jaya, Selangor Darul Ehsan on Friday, 20 May 2016 at 9.00 a.m. to transact the following businesses:

AGENDA

1. To receive the Audited Financial Statements for the financial year ended 31 December 2015 and the Reports of Directors and Auditors thereon.

2. To approve the payment of Directors’ fee. Resolution 1

3. To re-elect the following Directors retiring in accordance with Article 103 of the Company’s Articles of Association:-

i) Dato’ Maheran bte Mohd Salleh Resolution 2ii) Datuk Suraj Singh Gill Resolution 3

4. To appoint Auditors and to authorise the Directors to determine their remuneration. Resolution 4

Notice of Nomination pursuant to Section 172(11) of the Companies Act, 1965 has been received by the Company for the nomination of Messrs. SJ Grant Thornton who have given their consent to act as auditors of the Company and of the intention to propose the following resolution:-

“THAT Messrs. SJ Grant Thornton be and are hereby appointed as auditors of the Company in place of the retiring auditors, Messrs. AljeffriDean and to hold office until the conclusion of the next Annual General Meeting at a remuneration to be determined by the Directors.”

5. As Special Business to consider and if thought fit, to pass the following Ordinary Resolution, with or without modifications:-

ORDINARY RESOLUTIONAUTHORITY TO ISSUE SHARES

“THAT pursuant to Section 132D of the Companies Act, 1965, the Directors be and are hereby authorised to issue shares in the Company at any time until the conclusion of the next Annual General Meeting and under such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit provided that the aggregate number of shares to be issued does not exceed 10 per centum of the issue share capital of the Company for the time being, subject always to the approval of all relevant regulatory bodies being obtained for such issue and allotment.”

Resolution 5

NOTICE OF ANNUAL GENERAL MEETING


NOTICE OF ANNUAL GENERAL MEETING (Cont’d)

ORDINARY RESOLUTION - PROPOSED NEW SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

“THAT, subject to the Companies Act, 1965 (“Act”), the Memorandum and Articles of Association of the Company and the Bursa Malaysia Securities Berhad Main Market Listing Requirements, approval be and is hereby given to the Company and its subsidiaries to enter into all recurrent related party transactions of a revenue or trading nature with Blue Ocean Legacy Sdn. Bhd., CP Energy & Services Sdn. Bhd. and Crystal ZVS Holdings Sdn. Bhd. as specified in Section 2.5 of Proposed Shareholders’ Mandate in the Circular to Shareholders dated 27 April 2016 (“RRPTs”) provided that such transactions are:

Resolution 6

(i) recurrent transactions of a revenue or trading nature;(ii) necessary for the day-to-day operations;(iii) carried out in the ordinary course of business on normal commercial terms which are not more

favourable to the Related Parties than those generally available to the public; and(iv) are not to the detriment of the minority shareholders,

(“RRPT Mandate”).

AND THAT such approval shall continue to be in force until:-

(a) the conclusion of the next Annual General Meeting of the Company, at which time it will lapse, unless by a resolution passed at that meeting, the authority is renewed; or

(b) the expiration of the period within which the next Annual General Meeting of the Company is required to be held pursuant to Section 143(1) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or

(c) revoked or varied by a resolution passed by shareholders in a general meeting; or

whichever is earlier; and the aggregate value of the RRPTs be disclosed in the annual report of the Company.

AND THAT the Directors of the Company be and are hereby authorised to complete and do all such acts and things as they may consider expedient or necessary to give full effect to the RRPT Mandate.”

6. To transact any other business of which due notice shall have been given.

BY ORDER OF THE BOARD

SEOW FEI SANKANG SHEW MENGSecretaries

Petaling Jaya

27 April 2016


NOTICE OF ANNUAL GENERAL MEETING (Cont’d)

NOTES:

1. Only depositors whose names appear on the Record of Depositors as at 12 May 2016 shall be entitled to attend, speak and vote at the said meeting or appoint proxies to attend, speak and vote on his/her behalf.

2. A member entitled to attend and vote at the meeting shall not be entitled to appoint more than two (2) proxies to attend and

vote in his/her stead. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply.

3. Where a member appoints two (2) proxies, the appointment shall be invalid unless he/she specifies the proportions of his/her shareholding to be represented by each proxy.

4. Where a Member is an authorised nominee as defined under the Central Depositories Act, it may appoint one (1) proxy in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.

5. Where a Member of the Company is an Exempt Authorised Nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account known as an omnibus account, there is no limit to the number of proxies which the Exempt Authorised Nominee may appoint in respect of each omnibus account its holds.

6. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his/her attorney duly authorised in writing or, if the appointer is a corporation, either under its Common Seal or under the hand of its officer or attorney duly authorised.

7. The instrument appointing a proxy and the power of attorney or other authority (if any), under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s Share Registrar’s Office at Tricor Investor & Issuing House Services Sdn Bhd, Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, not less than forty eight hours (48) hours before the time appointed for holding the meeting or any adjournment thereof.

Explanatory notes on Special Business:

ORDINARY RESOLUTION 5 - AUTHORITY TO ISSUE SHARES

At last year’s Eleventh Annual General Meeting held on 25 June 2015, authority was given to Directors to allot and issue no more than 10% of the issued share capital of the Company. As at the date of this notice, no new shares in the Company were issued pursuant to the authority granted, accordingly the mandate will lapse at the conclusion of the Twelfth Annual General Meeting. As such, the Board would like to seek for a renewal of the mandate.

The proposed Ordinary Resolution 5, if passed, will give the Directors of the Company, from the date of the above Annual General Meeting, authority to allot and issue shares from the unissued capital of the Company for such purposes as the Directors may deem fit and in the interest of the Company. The authority will provide flexibility to the Company for any possible fund raising activities, including but not limited to further placing of shares for purpose of funding future investment project(s), working capital and/or acquisitions.

The authority, unless revoked or varied by the Company in general meeting, will expire at the conclusion of the next Annual General Meeting of the Company.

ORDINARY RESOLUTION 6 - PROPOSED NEW SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

The proposed Ordinary Resolution 6, if passed, will enable the Company and/or its subsidiaries to enter into recurrent transactions involving the interests of related parties, which are of a revenue or trading nature and necessary for the Group’s day-to-day operations, subject to the transactions being carried out in the ordinary course of business and on terms not to the detriment of the minority shareholders of the Company. Further information on the Proposed New Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature is set out in the Circular to Shareholders dated 27 April 2016, which is despatched together with the Company’s Annual Report 2015.


NOTICE OF NOMINATION OF MESSRS. SJ GRANT THORNTON

The DirectorsTanjung Offshore Berhad802, 8th Floor, Block C Kelana Square17 Jalan SS7 /26 47301 Petaling Jaya Selangor Darul Ehsan

Dear Sirs,

NOTICE OF NOMINATION OF MESSRS. SJ GRANT THORNTON

I, being a shareholder of Tanjung Offshore Berhad hereby give notice, pursuant to Section 172(11) of the Companies Act, 1965 of my nomination of Messrs. SJ Grant Thornton as auditors of the Company in place of the retiring auditors and of my intention to propose the following resolution as an ordinary resolution at the next Annual General Meeting of the Company:

RESOLUTION

“THAT Messrs. SJ Grant Thornton, be and are hereby appointed Auditors of the Company in place of the retiring auditors, Messrs. AljeffriDean to hold office until the conclusion of the next Annual General Meeting at a remuneration to be determined by the Directors.”

Dated this 29th day of March, 2016.

Rahmandin @ Rahmanudin bin Md. Shamsudin


LIST OF PROPERTIES

Title Identification / Postal Address

Description And Existing Use /

Ownership

Approximate Age of Building / Tenure /

Date of Expiry of Lease

Land Area / (Built-Up Area)

sq. ft.

Net Book Value As At 31 December

2015 (RM)

GRN 38601 Lot No. 25929 Mukim of Setapak, District and State of Wilayah Persekutuan / No. 8-3, Jalan Puncak Setiawangsa 4, 54200 Kuala Lumpur; and

Age of building : 12 yearsTenure : Freehold

1,760 / (4,634) 493,475.46

GRN 38600 Lot No. 25930 Mukim of Setapak, District and State of Wilayah Persekutuan / No. 10, Jalan Puncak Setiawangsa 4, Taman Setiawangsa, 54200 Kuala Lumpur

Age of building : 12 years Tenure : Freehold

1,760 / (4,634) 576,000.12

GRN 38599 Lot No. 25931 Mukim of Setapak, District and State of Wilayah Persekutuan / No. 12, Jalan Puncak Setiawangsa 4, 54200 Kuala Lumpur; and

3-storey shopoffices owned by TOS


1,760 / (4,634) 1,011,904.78

GRN 38598 Lot No. 25932 Mukim of Setapak, District and State of Wilayah Persekutuan / No. 14, Jalan Puncak Setiawangsa 4, Taman Setiawangsa, 54200 Kuala Lumpur


1,760 / (4,634) 996,000.00


LIST OF PROPERTIES (Cont’d)

Title Identification / Postal Address

Description And Existing Use /

Ownership

Approximate Age of Building / Tenure /

Date of Expiry of Lease

Land Area / (Built-Up Area)

sq. ft.

Net Book Value As At 31 December

2015 (RM)

PN 4114, Lot No. 3790 (formerly known as HS(D) 2670, PT 4199), Mukim of Teluk Kalung, District of Kemaman, State of Terengganu / Lot D1 Kawasan MIEL Teluk Kalung 24007 Kemaman Terengganu Darul Iman

A factory lot used as the Group’s Kemaman Operation Centre providing complete maintenance services

Age of building : 4 years Tenure : 60-year leasehold expiring 22.8.2057

21,427 / (8,626) 696,685.89

PN 4115, Lot No. 3791 (formerly known as HS(D) 2671, PT 4200), Mukim of Teluk Kalung, District of Kemaman, State of Terengganu / Lot D2 Kawasan MIEL Teluk Kalung 24007 Kemaman Terengganu

A factory lot used as the Group’s Kemaman Operation Centre providing complete maintenance services.

Age of building : 3.5 yearsTenure : 60-year leasehold expiring 22.8.2057

16,017 / (8,626) 657,980.99

HM Land Registry, WM230856, SP 0687, Section S, Britannia House, 7 New Market Street (50 Great Charles Street) Queensway, West Midlands, Birmingham B3 2LT

8 storey of commercial office building with ground floor commercial space and 18 car parking spaces

Tenure: Freehold 8276 / (50,088) 26,618,655


ANALYSIS OF SHAREHOLDINGS

As at 8 April 2016

DISTRIBUTION OF SHAREHOLDINGS

Size of holdingNo. of

Shareholders% of

ShareholdersNo. of

Shares% of Issued

Share Capital

1 - 99 135 2.693 3,595 0.000100 - 1,000 525 10.474 355,441 0.0931,001 - 10,000 2,429 48.463 14,072,105 3.71210,001 - 100,000 1,622 32.362 55,879,516 14.741100,001 - 18,953,413 ( * ) 297 5.925 194,496,829 51.30918,953,414 and above ( ** ) 4 0.079 114,260,800 30.142Total 5,012 100.000 379,068,286 100.000

Remark: * - Less than 5% of issued shares ** - 5% and above of issued shares

Total issued shares as at 08/04/2016 : 381,545,786Treasury shares as at 08/04/2016 : 2,477,500‘Adjusted’ capital after netting treasury shares as at 08/04/2016 : 379,068,286

THIRTY LARGEST SHAREHOLDERS

Name No. of Shares % ofIssued Share

Capital**

1 RAHMANDIN @ RAHMANUDIN BIN MD SHAMSUDIN 36,000,000 9.4962 LEMBAGA TABUNG HAJI 30,739,000 8.1093 TAN KEAN SOON 28,220,000 7.4444 ANUGERAH BAKTI SUPPLIES SDN BHD 19,301,800 5.0915 ABYSSINA RESOURCES (M) SDN BHD 13,134,800 3.4656 MAYBANK NOMINEES (TEMPATAN) SDN BHD

PLEDGED SECURITIES ACCOUNT FOR GRACE VUN SIAW NEI11,295,700 2.979

7 NORLIYAH BINTI JAAFAR 9,755,100 2.5738 NORHAFIZAH BT MOHD NORDIN 5,900,000 1.5569 ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD

PLEDGED SECURITIES ACCOUNT FOR CAROL VUN ON NEI (8078831)5,500,000 1.450

10 PUBLIC NOMINEES (TEMPATAN) SDN BHDPLEDGED SECURITIES ACCOUNT FOR JESSIE TANG (E-KKU)

4,915,000 1.296

11 NIK NORZRUL THANI BIN N.HASSAN THANI 4,460,000 1.17612 NG BOO KEAN @ NG BEH KIAN 4,359,700 1.15013 AMSEC NOMINEES (TEMPATAN) SDN BHD

AMTRUSTEE BERHAD FOR APEX DANA AL-SOFI-I (UT-APEX-SOFI)4,316,300 1.138

14 CORPORATE ADVISORY AND RE-ENGINEERING SERVICES SDN BHD 3,642,900 0.96115 AMSEC NOMINEES (TEMPATAN) SDN BHD

AMTRUSTEE BERHAD FOR APEX DANA AL-FAIZ-I (UT-APEX-FAIZ)3,387,600 0.893

16 MAYBANK NOMINEES (TEMPATAN) SDN BHDPLEDGED SECURITIES ACCOUNT FOR TEOH PEK WEI

3,236,100 0.853

17 HLB NOMINEES (TEMPATAN) SDN BHDPLEDGED SECURITIES ACCOUNT FOR TAN CHING LING

3,087,000 0.814

18 KVC VALVE (M) SDN BHD 3,060,000 0.80719 TAY HOCK TIAM 2,797,000 0.73720 LIM GAIK BWAY @ LIM CHIEW AH 2,617,900 0.69021 MAYBANK NOMINEES (TEMPATAN) SDN BHD

PLEDGED SECURITIES ACCOUNT FOR CAROL VUN ON NEI2,139,900 0.564


ANALYSIS OF SHAREHOLDINGS (Cont’d)

THIRTY LARGEST SHAREHOLDERS (cont’d)

Name No. of Shares % ofIssued Share

Capital**

22 ROSLINA BINTI TAIB 1,957,500 0.51623 LEUNG KIT MAN 1,830,000 0.48224 PTS OFFSHORE & MARINE SDN BHD 1,791,000 0.47225 CITIGROUP NOMINEES (ASING) SDN BHD

CBNY FOR DFA EMERGING MARKETS SMALL CAP SERIES1,776,400 0.468

26 TAN ENG HEONG 1,700,000 0.44827 TAN BOON HAR 1,650,000 0.43528 PTS RESOURCES SDN BHD 1,581,000 0.41729 MAYBANK NOMINEES (TEMPATAN) SDN BHD

PLEDGED SECURITIES ACCOUNT FOR SHARON SURAYA ABDULLAH1,569,900 0.414

30 CITIGROUP NOMINEES (ASING) SDN BHDCBNY FOR DIMENSIONAL EMERGING MARKETS VALUE FUND

1,556,500 0.410

SUMMARY

TOTAL NO. OF HOLDERS : 30TOTAL HOLDINGS : 217,278,100TOTAL PERCENTAGE (%) : 57.318

TOTAL ISSUED SHARES AS AT 8 APRIL 2016 : 381,545,786TREASURY SHARES AS AT 8 APRIL 2016 : 2,477,500‘ADJUSTED’ CAPITAL AFTER NETTING TREASURY SHARES AS AT 8 APRIL 2016 : 379,068,286

SUBSTANTIAL SHAREHOLDERS AS AT 8 APRIL 2016(as per Register of Substantial Shareholders)

NameNo. of Shares held

Direct % Indirect %

Encik Rahmandin @ Rahmanudin bin Md. Shamsudin 37,183,900 9.81 – –Tan Sri Datuk Tan Kean Soon 28,220,000 7.44 – –Lembaga Tabung Haji 30,739,000 8.11 – –

DIRECTORS’ SHAREHOLDINGS AS AT 8 APRIL 2016(as per Register of Directors’ Shareholdings)

NameNo. of Shares held

Direct % Indirect %

Encik Rahmandin @ Rahmanudin bin Md. Shamsudin 37,183,900 9.81 – –Tan Sri Datuk Tan Kean Soon 28,220,000 7.44 2,612,000 (a) 0.69Datuk Dr. Nik Norzrul bin N. Hassan Thani 4,460,000 1.18 4,190,000 (b) 1.11Dato’ Maheran bte Mohd Salleh – – 4,190,000 (b) 1.11Ms Tan Sam Eng – – – –Datuk Syed Hussian Syed Junid 70,000 0.02 – –Datuk Suraj Singh Gill – – – –

(a) Deemed interest by virtue of his spouse and children’s interest pursuant to Section 134(12) of the Companies Act, 1965.(b) Deemed interest by virtue of his / her interests in Abyssina Resources (M) Sdn. Bhd. pursuant to Section 6A of the Companies

Act, 1965.

TANJUNG OFFSHORE BERHAD (662315-U) (Incorporated in Malaysia under the Companies Act, 1965)

FORM OF PROXY

I/WeNRIC No./Company No. of being a Member/Members of Tanjung Offshore Berhad (“Company”), hereby appoint of or failing him/her, of as my/our proxy to vote for me/us and on my/our behalf at Twelfth Annual General Meeting of the Company to be held at Kenanga Room, Kelab Darul Ehsan, Taman Tun Abdul Razak, Jalan Kerja Air Lama, 68000 Ampang Jaya, Selangor Darul Ehsan on Friday, 20 May 2016 at 9.00 a.m. and at any adjournment thereof in the manner as indicated below:-

ORDINARY RESOLUTION FOR AGAINST

Resolution No. 1Resolution No. 2Resolution No. 3Resolution No. 4Resolution No. 5Resolution No. 6

(Please indicate with an “X” in the spaces provided on how you wish your vote to be cast. In the absence of specific direction, your proxy will vote or abstain as he / she thinks fit)

Signed this day of 2016.

No. of Shares Held

Signature of Shareholder or Common Seal

Notes:

1. Only depositors whose names appear on the Record of Depositors as at 12 May 2016 shall be entitled to attend, speak and vote at the said meeting or appoint proxies to attend, speak and vote on his/her behalf.

2. A member entitled to attend and vote at the meeting shall not be entitled to appoint more than two (2) proxies to attend and vote in his/her stead. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply.

3. Where a member appoints two (2) proxies, the appointment shall be invalid unless he/she specifies the proportions of his/her shareholding to be represented by each proxy.

4. Where a Member is an authorised nominee as defined under the Central Depositories Act, it may appoint one (1) proxy in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.

5. Where a Member of the Company is an Exempt Authorised Nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account known as an omnibus account, there is no limit to the number of proxies which the Exempt Authorised Nominee may appoint in respect of each omnibus account its holds.

6. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his/her attorney duly authorised in writing or, if the appointer is a corporation, either under its Common Seal or under the hand of its officer or attorney duly authorised.

7. The instrument appointing a proxy and the power of attorney or other authority (if any), under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s Share Registrar’s Office at Tricor Investor & Issuing House Services Sdn Bhd, Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, not less than forty eight hours (48) hours before the time appointed for holding the meeting or any adjournment thereof.

fold here

fold here

fold here

STAMP

The RegistrarTANJUNG OFFSHORE BERHAD(Company No.: 662315-U)

Unit 32-01, Level 32Tower A, Vertical Business SuiteAvenue 3, Bangsar SouthNo. 8 Jalan Kerinchi59200 Kuala Lumpur

.

Suite 5-1, Level 5, Wisma UOA Damansara II,No. 6, Changkat Semantan,Damansara Heights, 50490 Kuala Lumpur.Tel: +60-3-2087 7000 Fax: +60-3-2087 7040www.tanjungoffshore.com.my

annual report 2015 - t7global.com.my · control and data acquisitions, safety shutdown systems,...

Documents